10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

ý Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended September 30, 2016 or

o 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: 1-13703

SIX FLAGS ENTERTAINMENT CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	13-3995059 (I.R.S. Employer Identification No.)
924 Avenue J East, Grand Prairie, TX  75050 (Address of Principal Executive Offices, Including Zip Code)	(972) 595-5000 (Registrant's Telephone Number, Including Area Code)

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 ý  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ý  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No ý

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:  At October 21, 2016, Six Flags Entertainment Corporation had 92,056,977 outstanding shares of common stock, par value $0.025 per share.

SIX FLAGS ENTERTAINMENT CORPORATION

FORM 10-Q

INDEX

Cautionary Note Regarding Forward-Looking Statements		1
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of September 30, 2016 (unaudited) and December 31, 2015	2
	Condensed Consolidated Statements of Operations (unaudited) for the Three Months Ended September 30, 2016 and 2015	3
	Condensed Consolidated Statements of Operations (unaudited) for the Nine Months Ended September 30, 2016 and 2015	4
	Condensed Consolidated Statements of Comprehensive Income (unaudited) for the Three Months Ended September 30, 2016 and 2015	5
	Condensed Consolidated Statements of Comprehensive Income (unaudited) for the Nine Months Ended September 30, 2016 and 2015	6
	Condensed Consolidated Statements of Equity (Deficit) (unaudited) for the Nine Months Ended September 30, 2016 and 2015	7
	Condensed Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2016 and 2015	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	31
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 6.	Exhibits	32
Signatures

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the "Quarterly Report") and the documents incorporated herein by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include all statements that are not historical facts and can be identified by words such as "anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects," "may," "should," "could" and variations of such words or similar expressions. Forward-looking statements are based on our current beliefs, expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are, by their nature, subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. Therefore, we caution you that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. These statements may involve risks and uncertainties that could cause actual results to differ materially from those described in such statements. These risks and uncertainties include, but are not limited to, statements we make regarding: (i) the adequacy of cash flows from operations, available cash and available amounts under our credit facilities to meet our future liquidity needs, (ii) our ability to roll out our capital enhancements in a timely and cost effective manner, (iii) our ability to improve operating results by implementing strategic cost reductions and organizational and personnel changes without adversely affecting our business, and (iv) our operations and results of operations. Additional important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and include, but are not limited to, the following:

• factors impacting attendance, such as local conditions, contagious diseases, events, disturbances and terrorist activities;

• recall of food, toys and other retail products sold at our parks;

• accidents occurring at our parks or other parks in the industry and adverse publicity concerning our parks or other parks in the industry;

• inability to achieve desired improvements and financial performance targets set forth in our aspirational goals;

• adverse weather conditions such as excess heat or cold, rain and storms;

• general financial and credit market conditions;

• economic conditions (including customer spending patterns);

• changes in public and consumer tastes;

• construction delays in capital improvements or ride downtime;

• competition with other theme parks and entertainment alternatives;

• dependence on a seasonal workforce;

• unionization activities and labor disputes;

• laws and regulations affecting labor and employee benefit costs, including increases in state and federally mandated minimum wages, and healthcare reform;

• pending, threatened or future legal proceedings and the significant expenses associated with litigation;

• cyber security risks; and

• other factors described in "Item 1A. Risk Factors" set forth in our Annual Report on Form 10-K for the year ended December 31, 2015 (the "2015 Annual Report").

A more complete discussion of these factors and other risks applicable to our business is contained in "Part I, Item 1A. Risk Factors" of the 2015 Annual Report. All forward-looking statements in this Quarterly Report, or that are made on our behalf by our directors, officers or employees related to the information contained herein, apply only as of the date of this Quarterly Report or as of the date they were made. While we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will be realized and actual results could vary materially. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation, except as required by applicable law, to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.

Available Information

Copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, are available free of charge through our website at investors.sixflags.com. References to our website in this Quarterly Report are provided as a convenience and do not constitute an incorporation by reference of the information contained on, or accessible through, the website. Therefore, such information should not be considered part of this Quarterly Report. These reports, and any amendments to these reports, are made available on our website as soon as reasonably practicable after we electronically file such reports with, or furnish them to, the United States Securities and Exchange Commission (the "SEC"). Copies are also available, without charge, by sending a written request to Six Flags Entertainment Corporation, 924 Avenue J East, Grand Prairie, TX 75050, Attn: Investor Relations.

*              *              *              *              *

As used herein, unless the context requires otherwise, the terms "we," "our," "Company" and "Six Flags" refer collectively to Six Flags Entertainment Corporation and its consolidated subsidiaries, and "Holdings" refers only to Six Flags Entertainment Corporation, without regard to its consolidated subsidiaries.

1

PART I — FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

SIX FLAGS ENTERTAINMENT CORPORATION

Condensed Consolidated Balance Sheets

	As of
	September 30, 2016			December 31, 2015
(Amounts in thousands, except share data)	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	238,757		$	99,760
Accounts receivable, net	112,580			63,803
Inventories	30,704			21,535
Prepaid expenses and other current assets	50,507			42,879
Total current assets	432,548			227,977
Property and equipment, net:
Property and equipment, at cost	1,949,352			1,862,764
Accumulated depreciation	(734,357		)	(664,610		)
Total property and equipment, net	1,214,995			1,198,154
Other assets:
Debt issuance costs	4,487			5,386
Restricted-use investment securities	3,840			3,036
Deposits and other assets	8,013			7,211
Goodwill	630,248			630,248
Intangible assets, net of accumulated amortization of $16,542 and $14,676 as of September 30, 2016 and December 31, 2015, respectively	354,661			356,428
Total other assets	1,001,249			1,002,309
Total assets	$	2,648,792		$	2,428,440
LIABILITIES AND EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	40,928		$	25,570
Accrued compensation, payroll taxes and benefits	23,572			46,583
Accrued insurance reserves	42,989			40,796
Accrued interest payable	13,303			19,555
Other accrued liabilities	39,240			34,714
Deferred income	147,732			97,334
Current portion of long-term debt	533			7,506
Total current liabilities	308,297			272,058
Noncurrent liabilities:
Long-term debt	1,652,190			1,498,022
Other long-term liabilities	53,523			58,150
Deferred income taxes	198,508			140,273
Total noncurrent liabilities	1,904,221			1,696,445
Total liabilities	2,212,518			1,968,503
Redeemable noncontrolling interests	454,674			435,721
Stockholders' equity (deficit):
Common stock, $0.025 par value, 140,000,000 shares authorized; 92,041,655 and 91,550,851 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively	2,301			2,289
Capital in excess of par value	1,147,453			1,041,710
Accumulated deficit	(1,100,472		)	(953,225		)
Accumulated other comprehensive loss, net of tax	(67,682		)	(66,558		)
Total stockholders' (deficit) equity	(18,400		)	24,216
Total liabilities and equity (deficit)	$	2,648,792		$	2,428,440

See accompanying notes to unaudited condensed consolidated financial statements.

2

SIX FLAGS ENTERTAINMENT CORPORATION

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended
(Amounts in thousands, except per share data)	September 30, 2016			September 30, 2015
Theme park admissions	$	311,427		$	325,758
Theme park food, merchandise and other	220,667			228,014
Sponsorship, licensing and other fees	20,284			16,450
Accommodations revenue	5,221			5,039
Total revenues	557,599			575,261
Operating expenses (excluding depreciation and amortization shown separately below)	151,169			152,728
Selling, general and administrative (including stock-based compensation of $89,994 and $9,803 in 2016 and 2015, respectively, and excluding depreciation and amortization shown separately below)	134,132			61,895
Costs of products sold	44,277			43,489
Depreciation	26,740			25,693
Amortization	653			655
Loss on disposal of assets	799			1,991
Interest expense	21,276			19,268
Interest income	(110		)	(62		)
Other income, net	1,318			400
Income before income taxes	177,345			269,204
Income tax expense	55,651			92,821
Net income	121,694			176,383
Less: Net income attributable to noncontrolling interests	(19,212		)	(19,083		)
Net income attributable to Six Flags Entertainment Corporation	$	102,482		$	157,300
Weighted-average number of common shares outstanding:
Weighted-average common shares outstanding — basic:	92,204			93,913
Weighted-average common shares outstanding — diluted:	94,155			96,183
Net income per average common share outstanding:
Net income per average common share outstanding — basic:	$	1.11		$	1.67
Net income per average common share outstanding — diluted:	$	1.09		$	1.64
Cash dividends declared per common share	$	0.58		$	0.52

See accompanying notes to unaudited condensed consolidated financial statements.

3

SIX FLAGS ENTERTAINMENT CORPORATION

Condensed Consolidated Statements of Operations

(Unaudited)

	Nine Months Ended
(Amounts in thousands, except per share data)	September 30, 2016			September 30, 2015
Theme park admissions	$	585,270		$	573,302
Theme park food, merchandise and other	427,293			417,658
Sponsorship, licensing and other fees	53,936			41,568
Accommodations revenue	13,585			13,953
Total revenues	1,080,084			1,046,481
Operating expenses (excluding depreciation and amortization shown separately below)	387,376			368,861
Selling, general and administrative (including stock-based compensation of $96,244 and $36,518 in 2016 and 2015, respectively, and excluding depreciation and amortization shown separately below)	229,106			171,884
Costs of products sold	90,435			84,856
Depreciation	77,391			76,755
Amortization	1,954			1,970
Loss on disposal of assets	913			4,224
Interest expense	61,083			56,949
Interest income	(269		)	(218		)
Loss on debt extinguishment	2,377			6,557
Other expense (income), net	2,009			(79		)
Income before income taxes	227,709			274,722
Income tax expense	72,850			84,051
Net income	154,859			190,671
Less: Net income attributable to noncontrolling interests	(38,425		)	(38,165		)
Net income attributable to Six Flags Entertainment Corporation	$	116,434		$	152,506
Weighted-average number of common shares outstanding:
Weighted-average common shares outstanding — basic:	92,538			94,201
Weighted-average common shares outstanding — diluted:	94,654			96,616
Net income per average common share outstanding:
Net income per average common share outstanding — basic:	$	1.26		$	1.62
Net income per average common share outstanding — diluted:	$	1.23		$	1.58
Cash dividends declared per common share	$	1.74		$	1.56

See accompanying notes to unaudited condensed consolidated financial statements.

4

SIX FLAGS ENTERTAINMENT CORPORATION

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

	Three Months Ended
(Amounts in thousands)	September 30, 2016			September 30, 2015
Net income	$	121,694		$	176,383
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment (1)	(990		)	(3,760		)
Defined benefit retirement plan (2)	133			123
Change in cash flow hedging (3)	425			(519		)
Other comprehensive loss, net of tax	(432		)	(4,156		)
Comprehensive income	121,262			172,227
Less: Comprehensive income attributable to noncontrolling interests	(19,212		)	(19,083		)
Comprehensive income attributable to Six Flags Entertainment Corporation	$	102,050		$	153,144

(1) Foreign currency translation adjustment is presented net of tax benefit of $0.6 million and $2.0 million for the three months ended September 30, 2016 and September 30, 2015, respectively.

(2) Defined benefit retirement plan is presented net of tax expense of $0.1 million for the three months ended September 30, 2016 and September 30, 2015, respectively.

(3) Change in cash flow hedging is presented net of tax expense $0.3 million for the three months ended September 30, 2016 and net of tax benefit of $0.4 million for the three months ended September 30, 2015.

See accompanying notes to unaudited condensed consolidated financial statements.

5

SIX FLAGS ENTERTAINMENT CORPORATION

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

	Nine Months Ended
(Amounts in thousands)	September 30, 2016			September 30, 2015
Net income	$	154,859		$	190,671
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment (1)	(1,589		)	(7,029		)
Defined benefit retirement plan (2)	435			408
Change in cash flow hedging (3)	30			(997		)
Other comprehensive loss, net of tax	(1,124		)	(7,618		)
Comprehensive income	153,735			183,053
Less: Comprehensive income attributable to noncontrolling interests	(38,425		)	(38,165		)
Comprehensive income attributable to Six Flags Entertainment Corporation	$	115,310		$	144,888

(1) Foreign currency translation adjustment is presented net of tax benefit of $0.9 million and $3.8 million for the nine months ended September 30, 2016 and September 30, 2015, respectively.

(2) Defined benefit retirement plan is presented net of tax expense of $0.3 million for the nine months ended September 30, 2016 and September 30, 2015, respectively.

(3) Change in cash flow hedging is presented net of nominal tax expense for the nine months ended September 30, 2016 and net of tax benefit of $0.7 million for the nine months ended September 30, 2015.

See accompanying notes to unaudited condensed consolidated financial statements.

6

SIX FLAGSENTERTAINMENT CORPORATION

Condensed Consolidated Statements of Equity (Deficit)

(Unaudited)

	Common stock					Capital in excess of par value			Accumulated deficit			Accumulated other comprehensive loss			Total Equity (Deficit)
(Amounts in thousands, except share data)	Shares issued		Amount
Balances at December 31, 2014	92,937,619		$	2,323		$	983,317		$	(702,116	)	$	(59,629	)	$	223,895
Issuance of common stock	2,904,006		74			24,501			—			—			24,575
Stock-based compensation	—		—			36,518			—			—			36,518
Dividends declared to common stockholders	—		—			—			(146,262		)	—			(146,262		)
Repurchase of common stock	(2,712,510	)	(68		)	(20,277		)	(103,095		)	—			(123,440		)
Employee stock purchase plan	19,584		—			764			—			—			764
Fresh start valuation adjustment for SFOG units purchased	—		—			—			272			—			272
Net income attributable to Six Flags Entertainment Corporation	—		—			—			152,506			—			152,506
Net other comprehensive loss, net of tax	—		—			—			—			(7,618		)	(7,618		)
Balances at September 30, 2015	93,148,699		$	2,329		$	1,024,823		$	(798,695	)	$	(67,247	)	$	161,210
Balances at December 31, 2015	91,550,851		$	2,289		$	1,041,710		$	(953,225	)	$	(66,558	)	$	24,216
Issuance of common stock	2,625,146		65			24,688			—			—			24,753
Stock-based compensation	—		—			96,244			—			—			96,244
Dividends declared to common stockholders	—		—			—			(160,271		)	—			(160,271		)
Repurchase of common stock	(2,154,205	)	(54		)	(16,163		)	(103,446		)	—			(119,663		)
Employee stock purchase plan	19,863		1			974			—			—			975
Fresh start valuation adjustment for SFOG units purchased	—		—			—			36			—			36
Net income attributable to Six Flags Entertainment Corporation	—		—			—			116,434			—			116,434
Net other comprehensive loss, net of tax	—		—			—			—			(1,124		)	(1,124		)
Balances at September 30, 2016	92,041,655		$	2,301		$	1,147,453		$	(1,100,472	)	$	(67,682	)	$	(18,400	)

See accompanying notes to unaudited condensed consolidated financial statements.

7

SIX FLAGS ENTERTAINMENT CORPORATION

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended
(Amounts in thousands)	September 30, 2016			September 30, 2015
Cash flows from operating activities:
Net income	$	154,859		$	190,671
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	79,345			78,725
Stock-based compensation	96,244			36,518
Interest accretion on notes payable	322			739
Loss on debt extinguishment	2,377			6,557
Amortization of debt issuance costs	3,331			3,451
Other, including loss on disposal of assets	2,719			4,514
Increase in accounts receivable	(49,458		)	(50,113		)
Increase in inventories, prepaid expenses and other current assets	(17,260		)	(9,452		)
Increase in deposits and other assets	(805		)	(2,311		)
Increase in accounts payable, deferred income, accrued liabilities and other long-term liabilities	49,108			63,880
Decrease in accrued interest payable	(6,252		)	(10,487		)
Deferred income taxes	60,224			72,717
Net cash provided by operating activities	374,754			385,409
Cash flows from investing activities:
Additions to property and equipment	(101,234		)	(91,392		)
Property insurance recoveries	320			173
Purchase of identifiable intangible assets	(125		)	(29		)
Purchase of restricted-use investments, net	(804		)	(244		)
Proceeds from sale of assets	2,204			163
Net cash used in investing activities	(99,639		)	(91,329		)
Cash flow from financing activities:
Repayment of borrowings	(333,162		)	(702,685		)
Proceeds from borrowings	481,000			828,250
Payment of debt issuance costs	(5,737		)	(11,898		)
Payment of cash dividends	(161,498		)	(147,862		)
Proceeds from issuance of common stock	25,728			25,339
Stock repurchases	(119,663		)	(123,440		)
Purchase of redeemable noncontrolling interests	(223		)	(1,552		)
Distributions to noncontrolling interests	(19,213		)	(19,082		)
Net cash used in financing activities	(132,768		)	(152,930		)
Effect of exchange rate on cash	(3,350		)	(4,206		)
Net increase in cash and cash equivalents	138,997			136,944
Cash and cash equivalents at beginning of period	99,760			73,884
Cash and cash equivalents at end of period	$	238,757		$	210,828
Supplemental cash flow information
Cash paid for interest	$	63,670		$	63,246
Cash paid for income taxes	$	14,000		$	8,539

See accompanying notes to unaudited condensed consolidated financial statements.

8

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. General — Basis of Presentation

We own and operate regional theme and water parks and are the largest regional theme park operator in the world. Of the 18 parks we currently own or operate, 16 parks are located in the United States, one is located in Mexico City, Mexico and one is located in Montreal, Canada. We are also involved in the development of Six Flags-branded theme parks outside of North America.

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("U.S. GAAP"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed, or omitted, pursuant to the rules and regulations of the SEC.

"Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" contains a discussion of our results of operations and our financial position and should be read in conjunction with the unaudited condensed consolidated financial statements and notes. The 2015 Annual Report includes additional information about us, our operations and our financial position, and should be referred to in conjunction with this Quarterly Report. The information furnished in this Quarterly Report reflects all normal and recurring adjustments that are, in the opinion of management, necessary to present a fair statement of the results for the periods presented.

Results of operations for the nine months ended September 30, 2016 are not indicative of the results expected for the full year. In particular, our park operations contribute a substantial majority of their annual revenue during the period from Memorial Day to Labor Day each year, while expenses are incurred year round.

a. Consolidated U.S. GAAP Presentation

Our accounting policies reflect industry practices and conform to U.S. GAAP.

The unaudited condensed consolidated financial statements include our accounts and the accounts of our wholly owned subsidiaries. We also consolidate the partnerships that own Six Flags Over Texas ("SFOT") and Six Flags Over Georgia (including Six Flags White Water Atlanta) ("SFOG", and together with SFOT, the "Partnership Parks") as subsidiaries in our unaudited condensed consolidated financial statements, as we have determined that we have the power to direct the activities of those entities that most significantly impact the entities' economic performance and we have the obligation to absorb losses and receive benefits from the entities that can be potentially significant to these entities. The equity interests owned by non-affiliated parties in the Partnership Parks are reflected in the accompanying condensed consolidated balance sheets as redeemable noncontrolling interests. See Note 7 for further discussion.

b. Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, including net operating loss and other tax carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. We recorded a valuation allowance of $91.2 million and $88.4 million as of September 30, 2016 and December 31, 2015, respectively, due to uncertainties related to our ability to utilize some of our deferred tax assets, primarily consisting of certain state net operating loss and other tax carryforwards, before they expire. The valuation allowance was based on our estimates of taxable income by jurisdiction in which we operate and the period over which our deferred tax assets were recoverable. Our projected taxable income over the foreseeable future gives us comfort that we will be able to utilize all of our federal net operating loss carryforwards before they expire.

In determining the effective tax rate for interim periods, we consider the expected changes in our valuation allowance from current year originating or reversing timing differences between financial accounting and tax purposes and the taxable income or loss expected for the current year. For interim periods, we also account for the tax effect of significant non-recurring items in the period in which they occur as well as changes in the valuation allowance relating to a change in the assessment of the probability of utilization of the deferred income tax assets.

Our liability for income taxes is finalized as auditable tax years pass their respective statutes of limitations in the various jurisdictions in which we are subject to tax. However, these jurisdictions may audit prior years for which the statute of limitations is closed for the purpose of making an adjustment to our taxable income in a year for which the statute of limitations

9

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

has not closed. Accordingly, taxing authorities of these jurisdictions may audit prior years of the group and its predecessors for the purpose of adjusting net operating loss carryforwards to years for which the statute of limitations has not closed.

We classify interest and penalties attributable to income taxes as part of income tax expense. As of September 30, 2016 and December 31, 2015, we had no accrued interest and penalties liability.

Because we do not permanently reinvest foreign earnings, United States deferred income taxes have been provided on unremitted foreign earnings to the extent that such foreign earnings are expected to be taxable upon repatriation.

c. Long-Lived Assets

We review long-lived assets, including finite-lived intangible assets subject to amortization, for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the asset or group of assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset or group of assets to the future net cash flows expected to be generated by the asset or group of assets. If such assets are not considered to be fully recoverable, any impairment to be recognized is measured by the amount by which the carrying amount of the asset or group of assets exceeds its respective fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

d. Derivative Instruments and Hedging Activities

We account for derivatives and hedging activities in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 815, Derivatives and Hedging. This accounting guidance establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires an entity to recognize all derivatives as either assets or liabilities in the condensed consolidated balance sheet and measure those instruments at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge for accounting purposes. The accounting for changes in the fair value of a derivative (e.g., gains and losses) depends on the intended use of the derivative and the resulting designation.

We formally document all relationships between hedging instruments and hedged items, as well as our risk-management objective and our strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as cash flow hedges to forecasted transactions. We also assess, both at the hedge's inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items.

Changes in the fair value of a derivative that is effective and that is designated and qualifies as a cash flow hedge are recorded in other comprehensive income (loss) until operations are affected by the variability in cash flows of the designated hedged item, at which point they are reclassified to interest expense. Changes in the fair value of a derivative that is not designated as a hedge are recorded in other income (expense), net in the unaudited condensed consolidated statements of operations on a current basis. See Note 2 for further discussion.

e. Earnings Per Common Share

Basic earnings per common share is computed by dividing net income attributable to Holdings' common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per common share is computed by dividing net income attributable to Holdings' common stockholders by the weighted average number of common shares outstanding during the period and the effect of all dilutive common stock equivalents using the treasury stock method. In periods for which there is a net loss, diluted loss per common share is equal to basic loss per common share, since the effect of including any common stock equivalents would be antidilutive.

The computation of diluted earnings per share included the effect of 1,951,000 and 2,270,000 dilutive stock options and restricted shares and excluded the effect of 960,000 and 781,000 antidilutive stock options for the three months ended September 30, 2016 and September 30, 2015, respectively. The computation of diluted earnings per share included the effect of 2,116,000 and 2,415,000 dilutive stock options and restricted shares and excluded the effect of 656,000 and 657,000 antidilutive stock options for the nine months ended September 30, 2016 and September 30, 2015, respectively.

Earnings per common share for the three and nine months ended September 30, 2016 and September 30, 2015 was calculated as follows:

10

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

	Three Months Ended				Nine Months Ended
(Amounts in thousands, except per share data)	September 30, 2016		September 30, 2015		September 30, 2016		September 30, 2015
Net income attributable to Six Flags Entertainment Corporation	$	102,482	$	157,300	$	116,434	$	152,506
Weighted-average common shares outstanding — basic:	92,204		93,913		92,538		94,201
Effect of dilutive stock options and restricted shares	1,951		2,270		2,116		2,415
Weighted-average common shares outstanding — diluted:	94,155		96,183		94,654		96,616
Earnings per share — basic:	$	1.11	$	1.67	$	1.26	$	1.62
Earnings per share — diluted:	$	1.09	$	1.64	$	1.23	$	1.58

f. Stock Benefit Plans

Pursuant to the Six Flags Entertainment Corporation Long-Term Incentive Plan (the "Long-Term Incentive Plan"), Holdings may grant stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, deferred stock units, performance and cash-settled awards and dividend equivalent rights ("DERs") to select employees, officers, directors and consultants of Holdings and its affiliates. In May 2015, our stockholders approved an amendment to the Long-Term Incentive Plan that increased the number of shares available for issuance under the Long-Term Incentive Plan by 5,000,000 shares from 28,133,332 shares to 33,133,332 shares.

We recognize the fair value of each grant as compensation expense on a straight-line basis over the vesting period using the graded vesting terms of the respective grant. The fair value of stock option grants is estimated using the Black-Scholes option pricing valuation model. The fair value of stock, restricted stock units and restricted stock awards is the quoted market price of Holdings' stock on the date of grant.

During the year ended December 31, 2011, a performance award was established based on our target to achieve Modified EBITDA of $500 million by 2015 (the "2015 Performance Award"). "Modified EBITDA” is defined as the Company’s consolidated income from continuing operations: excluding 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. Based on the results of operations for the years ended December 31, 2014 and 2015, the 2015 Performance Award was issued, resulting in the issuance of 1,511,100 shares and 1,314,000 shares, plus associated DERs, in February 2015 and 2016, respectively. During the nine months ended September 30, 2016, we recognized a reduction in stock-based compensation expense of $1.6 million as a result of the decline in the closing market price of Holdings' common stock on the date of issuance in February 2016 relative to December 31, 2015.

During the year ended December 31, 2014, a performance award was established based on our goal to achieve Modified EBITDA of $600 million by 2017 (the "2017 Performance Award"). If the target is achieved in 2017, an aggregate payout under this award to key employees would be approximately 2,400,000 shares but could be more or fewer shares depending on the level of achievement and the timing thereof. For the quarter ended September 30, 2016, it was determined that achievement of the Modified EBITDA performance target is probable by 2017, primarily based on the success of our fall sales campaign for 2017 season passes, memberships and all-season dining pass sales, as well as a growth in deferred revenue along with growth in our business once weather normalized in the second half of the third quarter. As such, in accordance with FASB ASC Topic 718, Stock Compensation, we have accrued $75.7 million, plus an additional $10.1 million for the associated DERs, for stock-based compensation expense related to the 2017 Performance Award as of September 30, 2016. Based on the closing market price of Holdings' common stock on the last trading day of the quarter ended September 30, 2016, the total unrecognized compensation expense related to the 2017 Performance Award was $51.2 million, plus approximately $6.9 million for the associated DERs, that will be expensed over the remaining service period.

During the three and nine months ended September 30, 2016 and September 30, 2015, stock-based compensation expense consisted of the following: 

11

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

	Three Months Ended				Nine Months Ended
(Amounts in thousands)	September 30, 2016		September 30, 2015		September 30, 2016		September 30, 2015
Long-Term Incentive Plan	$	89,894	$	9,728	$	95,967	$	36,329
Employee Stock Purchase Plan	100		75		277		189
Total Stock-Based Compensation	$	89,994	$	9,803	$	96,244	$	36,518

As of September 30, 2016, options to purchase approximately 6,070,000 shares of common stock of Holdings and approximately 12,000 shares of restricted stock or restricted stock units were outstanding under the Long-Term Incentive Plan and approximately 2,609,000 shares were available for future grant.

g. Revenue Recognition

We recognize revenue upon admission into our parks, provision of our services or when products are delivered to our guests. Revenues are presented in the accompanying unaudited condensed consolidated statements of operations net of sales taxes collected from our guests and remitted or payable to government taxing authorities. In contrast to our season pass and other multi-use offerings (such as our all-season dining pass program, which enables season pass holders and members to eat lunch and dinner any day they visit the park for one upfront payment) that expire at the end of each operating season, the membership program continues on a month-to-month basis after the initial twelve-month membership term and can be canceled any time after the initial term pursuant to the terms of the membership program. Guests enrolled in the membership program can visit our parks an unlimited number of times anytime they are open as long as the guest remains enrolled in the membership program. For season passes, memberships in the initial twelve-month term and other multi-use admissions, we estimate a redemption rate based on historical experience and other factors and assumptions we believe to be customary and reasonable and recognize a pro-rata portion of the revenue as the guest attends our parks. We review the estimated redemption rate regularly and on an ongoing basis and revise it as necessary throughout the year. Amounts received for multi-use admissions in excess of redemptions are recognized in deferred income. For active memberships after the initial twelve-month term, we recognize revenue monthly as payments are received. As of September 30, 2016, deferred income was primarily comprised of (i) unredeemed season pass and all-season dining pass revenue, (ii) pre-sold single-day admissions revenue for the current operating season, (iii) unredeemed portions of the membership program that will be recognized in 2016 and 2017 and (iv) sponsorship revenue that will primarily be recognized in 2016.

We have entered into multiple agreements to assist third parties in the planning, design, development and operation of Six Flags-branded theme parks outside of North America. Pursuant to these agreements, we provide exclusivity, brand licensing and other services to assist in the design, development and project management of Six Flags-branded theme parks, as well as initial and ongoing management services. Each significant deliverable qualifies as a separate unit of accounting. We recognize revenue under these agreements over the relevant service period of each unit of accounting based on its relative selling price, as determined by our best estimate of selling price. Our best estimate of selling price is established consistent with our overall pricing strategy and includes, but is not limited to, consideration of current market conditions, various risk factors and our required return and profit objectives. We review the service period of each unit of accounting on an ongoing basis and revise it as necessary throughout the year. Revisions to the relevant service periods of the units of accounting may result in revisions to revenue in future periods and are recognized in the period in which the change is identified.

h. Accounts Receivable, Net

Accounts receivable are reported at net realizable value and consist primarily of amounts due from guests for the sale of group outings and multi-use admission products, including season passes and the membership program. We are not exposed to a significant concentration of credit risk, however, based on the age of the receivables, our historical experience and other factors and assumptions we believe to be customary and reasonable, we record an allowance for doubtful accounts. As of September 30, 2016 and December 31, 2015, we have recorded an allowance for doubtful accounts of $6.2 million and $2.4 million, respectively, which is primarily comprised of estimated defaults under our membership plans. To the extent that our membership plans have not been recognized in revenue, the allowance for doubtful accounts recorded against our membership plans is offset with a corresponding reduction in deferred income.

i. Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). The amendments in ASU 2014-09 provide for a single, principles-based model for revenue recognition that replaces the existing revenue recognition guidance. In August 2015, the FASB issued Accounting Standards Updated 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date, to defer the effective date of ASU

12

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

2014-09 for one year. Therefore, the new guidance will be effective for annual and interim periods beginning after December 15, 2017 and will replace most existing revenue recognition guidance under U.S. GAAP when it becomes effective. In March and April 2016, the FASB issued Accounting Standards Update No. 2016-08 and No. 2016-10, Revenue from Contracts with Customers (Topic 606) and Principal versus Agent Considerations and Identifying Performance Obligations and Licensing, respectively (together, “ASU 2016-08/10”). The amendments in ASU 2016-08/10 state that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The effective date and transition requirements for the amendments in ASU 2016-08/10 are the same as the effective date and transition requirements in ASU 2015-14. It permits the use of either a retrospective or cumulative effect transition method and early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We have not yet selected a transition method and are in the process of evaluating the effect this standard will have on our consolidated financial statements and related disclosures.

In July 2015, the FASB issued Accounting Standards Update No. 2015-12 (“ASU 2015-12”), Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), and Health and Welfare Benefit Plans (Topic 965). The amendments in Part II: Plan Investment Disclosures of ASU 2015-12 seek to simplify and increase the effectiveness of the required disclosures for investments related to employee benefit plans. The amendments in Part II of ASU 2015-12 will require that investments of employee benefit plans be grouped only by general type, eliminating the need to disaggregate the investments in multiple ways. Part II of ASU 2015-12 is effective for annual periods beginning on or after December 15, 2015, with early application permitted, and should be applied retrospectively for all financial statements presented. We do not anticipate that the adoption of this pronouncement will result in a material impact to our financial position, results of operations or cash flows.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The main amendments in ASU 2016-02 require recognition on the balance sheet of lease assets and lease liabilities by lessees for those leases classified as operating leases. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years, with early application permitted. We have not yet selected a transition method and are in the process of evaluating the effect this standard will have on our consolidated financial statements and related disclosures.

In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). The amendments in ASU 2016-09 intend to improve the accounting for share-based payment transactions as part of the FASB’s simplification initiative. The areas for simplification in ASU 2016-09 involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with early application permitted. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. In conjunction with the adoption of ASU 2016-09, which we plan on adopting in the first quarter of 2017, we anticipate a retrospective adjustment to beginning equity and deferred tax liabilities. Additionally, for periods subsequent to the retrospective adjustment, we anticipate adjustments to previously reported amounts for income tax expense and deferred tax liabilities to account for the recognition of the income tax consequences of share-based payment transactions.

In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"). The amendments in ASU 2016-15 address eight classification issues related to the statement of cash flows:

• debt prepayment or debt extinguishment costs;

• settlement of zero-coupon bonds;

• contingent consideration payments made after a business combination;

• proceeds from the settlement of insurance claims;

• proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies;

• distributions received from equity method investees;

• beneficial interests in securitization transactions; and

• separately identifiable cash flows and application of the predominance principle.

ASU 2016-15 is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods, with early application permitted. An entity should apply ASU 2016-15 using a retrospective transition method to each

13

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

period presented. We do not anticipate that the adoption of this pronouncement will result in a material impact to the presentation of our statement of cash flows.

2. Derivative Financial Instruments

In April 2014, we entered into three separate interest rate swap agreements (collectively, the "Interest Rate Swap Agreements") with an aggregate notional amount of $200.0 million to mitigate the risk of an increase in the LIBOR interest rate above the 0.75% minimum LIBOR rate in effect on the Term Loan B. The term of the Interest Rate Swap Agreements began in June 2014 and expires in December 2017. Upon execution, we designated and documented the Interest Rate Swap Agreements as cash flow hedges. The Interest Rate Swap Agreements will continue to mitigate risk in connection with the interest rate for the Amended and Restated Term Loan B (as defined in Note 4).

By utilizing a derivative instrument to hedge our exposure to LIBOR rate changes, we are exposed to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. To mitigate this risk, the hedging instrument is placed with counterparties that we believe pose minimal credit risk. Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates, commodity prices or currency exchange rates. We manage the market risk associated with the Interest Rate Swap Agreements by establishing and monitoring parameters that limit the types and degree of market risk that we may undertake. We hold and issue derivative instruments for risk management purposes only and do not utilize derivatives for trading or speculative purposes.

We record derivative instruments at fair value on our unaudited and audited condensed consolidated balance sheets with the effective portion of all cash flow designated derivatives deferred in other comprehensive income and the ineffective portion, if any, recognized immediately in earnings. Our derivatives are measured on a recurring basis using Level 2 inputs. The fair value measurements of our derivatives are based on market prices that generally are observable for similar assets or liabilities at commonly quoted intervals. Derivative assets and derivative liabilities that have maturity dates equal to or less than twelve months from the balance sheet date are included in prepaid and other current assets and other accrued liabilities, respectively. Derivative assets and derivative liabilities that have maturity dates greater than twelve months from the balance sheet date are included in deposits and other assets and other long-term liabilities, respectively.

Derivative instruments recorded at fair value in our unaudited and audited condensed consolidated balance sheets as of September 30, 2016 and December 31, 2015, respectively, consisted of the following:

	Derivative Liabilities
(Amounts in thousands)	September 30, 2016		December 31, 2015
Derivatives Designated as Cash Flow Hedges
Interest Rate Swap Agreements - Current	$	1,295	$	1,372
Interest Rate Swap Agreements - Noncurrent	253		226
	$	1,548	$	1,598

As of September 30, 2016 and December 31, 2015, we held no derivatives other than derivatives designated as hedging instruments.

Effective changes in the fair value of derivatives that are designated as hedges are recorded in accumulated other comprehensive income ("AOCI") on the condensed consolidated balance sheet when in qualifying relationships and are reclassified to interest expense when the forecasted transaction takes place. Ineffective changes, if any, and changes in the fair value of derivatives that are not designated as hedges are recorded directly in interest expense and other (income) expense, net, respectively.

Gains and losses before taxes on derivatives designated as cash flow hedges included in our unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2016 and September 30, 2015 were as follows:

14

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Three Months Ended September 30, 2016 and September 30, 2015

	Gain (Loss) Recognized in AOCI (Effective Portion)					Loss Reclassified from AOCI into Operations (Effective Portion)						Loss Recognized in Operations on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)
(Amounts in thousands)	2016		2015			2016			2015			2016		2015
Interest Rate Swap Agreements	$	256	$	(1,299	)	$	(441	)	$	(441	)	$	—	$	—
Total	$	256	$	(1,299	)	$	(441	)	$	(441	)	$	—	$	—

Nine Months EndedSeptember 30, 2016 and September 30, 2015

	Loss Recognized in AOCI (Effective Portion)						Loss Reclassified from AOCI into Operations (Effective Portion)						Loss Recognized in Operations on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)
(Amounts in thousands)	2016			2015			2016			2015			2016		2015
Interest Rate Swap Agreements	$	(1,274	)	$	(2,971	)	$	(1,324	)	$	(1,324	)	$	—	$	—
Total	$	(1,274	)	$	(2,971	)	$	(1,324	)	$	(1,324	)	$	—	$	—

As of September 30, 2016, approximately $1.3 million of unrealized losses associated with the Interest Rate Swap Agreements are expected to be reclassified from AOCI to operations during the next twelve months. Transactions and events expected to occur over the next twelve months that will necessitate reclassifying these unrealized losses to operations are the periodic interest payments that are required to be made on the Amended and Restated Term Loan B. For the nine months ended September 30, 2016, no hedge ineffectiveness was recorded for the Interest Rate Swap Agreements.

3. Fair Value of Financial Instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. The following table and accompanying information present the estimated fair values and classifications of our financial instruments in accordance with FASB ASC Topic 820, Fair Value Measurement, as of September 30, 2016 and December 31, 2015:

	As of
	September 30, 2016						December 31, 2015
(Amounts in thousands)	Carrying Amount			Fair Value			Carrying Amount			Fair Value
Financial assets (liabilities):
Restricted-use investment securities	$	3,840		$	3,840		$	3,036		$	3,036
Interest Rate Swap Agreements liabilities	(1,548		)	(1,548		)	(1,598		)	(1,598		)
Long-term debt (including current portion)	(1,652,723		)	(1,687,878		)	(1,505,528		)	(1,510,304		)

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

• The carrying values of cash and cash equivalents, accounts receivable, notes receivable, accounts payable and accrued liabilities approximate fair value because of the short maturity of these instruments.

• Restricted-use investment securities consist of interest bearing bank accounts for which their carrying value approximates their fair value because of their short term maturity. The measurement of restricted-use investment securities is considered a Level 2 fair value measurement.

• The measurement of the fair value of derivative assets and liabilities is based on market prices that generally are observable for similar assets and liabilities at commonly quoted intervals and is considered a Level 2 fair value measurement. Derivative assets and liabilities that have maturity dates equal to or less than twelve months from the balance sheet date are included in prepaid and other current assets and other accrued liabilities, respectively. Derivative assets and liabilities that have maturity dates greater than twelve months from the balance sheet date are included in deposits and other assets and other long-term liabilities, respectively. See Note 2 for additional information on our derivative instruments and related Company policies.

15

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

• The measurement of the fair value of long-term debt is based on market prices that generally are observable for similar liabilities at commonly quoted intervals and is considered a Level 2 fair value measurement.

4. Long-Term Indebtedness

Credit Facility

On December 20, 2011, we entered into a $1,135.0 million credit agreement (the "2011 Credit Facility") with several lenders including Wells Fargo Bank National Association, as administrative agent, and related loan and security documentation agents. The 2011 Credit Facility was comprised of a 5-year $200.0 million revolving credit loan facility (the "Revolving Loan"), a 5-year $75.0 million Tranche A Term Loan facility ("Term Loan A") and a 7-year $860.0 million Tranche B Term Loan facility ("Term Loan B" and together with the Term Loan A, the "Term Loans"). In certain circumstances, the Term Loan B could be increased by $300.0 million. The proceeds from the $935.0 million Term Loans were used, along with $15.0 million of existing cash, to retire the $950.0 million senior term loan from the prior facility. Interest on the 2011 Credit Facility accrued based on pricing rates corresponding with the senior secured leverage ratios of Six Flags Theme Parks Inc. ("SFTP") as set forth in the credit agreement.

On December 21, 2012, we entered into an amendment to the 2011 Credit Facility (the "2012 Credit Facility Amendment") that among other things, permitted us to (i) issue $800.0 million of senior unsecured notes (see 2021 Notes below), (ii) use $350.0 million of the proceeds of the senior unsecured notes to repay the $72.2 million that was outstanding under the Term Loan A and $277.8 million of the outstanding balance of the Term Loan B, (iii) use the remaining $450.0 million of proceeds for share repurchases and other corporate matters and (iv) reduce the interest rate payable on the Term Loan B by 25 basis points.

On December 23, 2013, we entered into an amendment to the 2011 Credit Facility (the "2013 Credit Facility Amendment") that reduced the overall borrowing rate on the Term Loan B by 50 basis points through (i) a 25 basis point reduction in the applicable margin from 3.00% plus LIBOR to 2.75% plus LIBOR and (ii) a 25 basis point reduction in the minimum LIBOR rate from 1.00% to 0.75%. Additionally, the 2013 Credit Facility Amendment permitted us to use up to $200.0 million of our excess cash on hand, over time, for general corporate purposes, including potential share repurchases.

On June 30, 2015, we amended and restated the 2011 Credit Facility (as amended by the 2012 Credit Facility Amendment and the 2013 Credit Facility Amendment, the "Amended and Restated Credit Facility"). The Amended and Restated Credit Facility is comprised of a $250.0 million revolving credit loan facility (the "Amended and Restated Revolving Loan") and a $700.0 million Tranche B Term Loan facility (the "Amended and Restated Term Loan B"). In connection with entering into the Amended and Restated Credit Facility, we fully repaid the outstanding Term Loan B and we recognized a loss on debt extinguishment of $6.6 million. The remaining proceeds from the Amended and Restated Credit Facility were used for share repurchases and payment of refinancing fees.

On June 16, 2016, we entered into an amendment to the Amended and Restated Credit Facility that reduced the overall borrowing rate on the Amended and Restated Term Loan B by 25 basis points through a reduction in the applicable margin from 2.75% plus LIBOR to 2.50% plus LIBOR. We capitalized $1.0 million of debt issuance costs directly associated with the issuance of this amendment. Additionally, we used $150.0 million of the proceeds from the issuance of the 2024 Notes discussed below to reduce our borrowings under the Amended and Restated Term Loan B and recognized a loss on debt extinguishment of $2.4 million. The paydown of borrowings under the Amended and Restated Term Loan B will eliminate any required quarterly amortization payments thereunder until its final maturity on June 30, 2022.

As of September 30, 2016 and December 31, 2015, no amounts under the Amended and Restated Revolving Loan were outstanding (excluding amounts reserved for letters of credit in the amount of $19.7 million and $20.1 million, respectively). Interest on the Amended and Restated Revolving Loan accrues at an annual rate of LIBOR plus an applicable margin with an unused commitment fee based on our senior secured leverage ratio. As of September 30, 2016, the Amended and Restated Revolving Loan unused commitment fee was 0.375%. The principal amount of the Amended and Restated Revolving Loan is due and payable on June 30, 2020.

As of September 30, 2016 and December 31, 2015, $544.8 million and $696.5 million was outstanding under the Amended and Restated Term Loan B, respectively. Interest on the Amended and Restated Term Loan B accrues at an annual rate of LIBOR plus an applicable margin, with a 0.75% LIBOR floor, based on our consolidated leverage ratio. In April 2014, we entered into the Interest Rate Swap Agreements with a notional amount of $200.0 million to mitigate the risk of an increase in the LIBOR interest rate above the 0.75% minimum LIBOR rate in effect on the Term Loan B. The Interest Rate Swap Agreements continue to mitigate an increase in the LIBOR rate in effect on the Amended and Restated Term Loan B. See Note

16

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

2 for further discussion. As of September 30, 2016, the applicable interest rate on the Amended and Restated Term Loan B was 3.31%. The Amended and Restated Term Loan B was payable in equal quarterly installments of $1.8 million, but the $150.0 million prepayment with proceeds from the 2024 Notes discussed below was applied to the quarterly amortization payments and eliminated the future quarterly amortization payments until maturity. The outstanding principal of the Amended and Restated Term Loan B is due and payable on June 30, 2022.

Amounts outstanding under the Amended and Restated Credit Facility are guaranteed by Holdings, Six Flags Operations Inc. ("SFO") and certain of the domestic subsidiaries of SFTP (collectively, the "Loan Parties"). The Amended and Restated Credit Facility is secured by a first priority security interest in substantially all of the assets of the Loan Parties. The Amended and Restated Credit Facility agreement contains certain representations, warranties, affirmative covenants and financial covenants (specifically, (i) a minimum interest coverage covenant and (ii) a maximum senior leverage maintenance covenant). In addition, the Amended and Restated Credit Facility agreement contains restrictive covenants that, subject to certain exceptions, limit or restrict, among other things, the incurrence of indebtedness and liens, fundamental changes, restricted payments, capital expenditures, investments, prepayments of certain indebtedness, transactions with affiliates, changes in fiscal periods, modifications of certain documents, activities of the Company and SFO and hedging agreements, subject, in each case, to certain carve-outs.

2021 Notes and 2024 Notes

On December 21, 2012, Holdings issued $800.0 million of 5.25% senior unsecured notes due January 15, 2021 (the "2021 Notes"). The proceeds from the 2021 Notes were used to repay the $72.2 million that was outstanding under the Term Loan A and to repay $277.8 million of the outstanding balance of the Term Loan B. The remaining proceeds were used for share repurchases. Interest payments of $21.0 million are due semi-annually on January 15 and July 15 (except in 2013 when we only made one interest payment of $22.3 million on July 15 and in 2021 when we will only make one payment of $21.0 million on January 15).

On June 16, 2016, Holdings issued $300.0 million of 4.875% senior unsecured notes due July 31, 2024 (the "2024 Notes"). We capitalized $4.7 million of debt issuance costs directly associated with the issuance of the 2024 Notes. We used approximately $150.0 million of the proceeds from the issuance of the 2024 Notes to reduce our borrowings under the Amended and Restated Term Loan B. We intend to use the remaining net proceeds of the sale of the 2024 Notes for general corporate and working capital purposes, which we expect to primarily include repurchases of our common stock from time to time, subject to compliance with our financing agreements, and to the extent we do not use such net proceeds for that purpose, we may use such amounts for strategic initiatives that we may undertake from time to time. Interest payments of $7.3 million are due semi-annually on January 31 and July 31 of each year, with the exception of the first payment on January 31, 2017, which will be approximately $9.1 million.

The 2021 Notes and 2024 Notes are guaranteed by the Loan Parties. The 2021 Notes and 2024 Notes contain restrictive covenants that, subject to certain exceptions, limit or restrict, among other things, the ability of the Loan Parties to incur additional indebtedness, create liens, engage in mergers, consolidations and other fundamental changes, make investments, engage in transactions with affiliates, pay dividends and repurchase capital stock. The 2021 Notes and 2024 Notes contain certain events of default, including payment, breaches of covenants and representations, cross defaults to other material indebtedness, judgment, and changes of control and bankruptcy events of default.

HWP Refinance Loan

On November 5, 2007, HWP Development LLC ("HWP") entered into a $33.0 million term loan (the "Refinance Loan"). Borrowings under the Refinance Loan bear interest at 6.72%. Monthly payments of principal and interest of $0.2 million are payable through November 1, 2017. On December 1, 2017, all unpaid principal and interest is due and payable. Due to significant early pre-payment penalties under the Refinance Loan, we do not currently intend to pre-pay the Refinance Loan prior to its scheduled maturity. HWP is subject to various covenants under the Refinance Loan that place certain restrictions limiting or prohibiting engaging in certain types of transactions. Pursuant to the Refinance Loan, HWP deposited into escrow $3.8 million and $3.0 million as of September 30, 2016 and December 31, 2015, respectively, and will make additional monthly deposits to cover annual amounts owed for insurance, taxes and furniture, fixture and equipment purchases.

17

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Long-Term Indebtedness Summary

As of September 30, 2016 and December 31, 2015, long-term debt consisted of the following: 

	As of
(Amounts in thousands)	September 30, 2016			December 31, 2015
Amended and Restated Term Loan B	$	544,750		$	696,500
2021 Notes	800,000			800,000
2024 Notes	300,000			—
HWP Refinance Loan	29,255			29,667
Net discount	(2,297		)	(3,281		)
Deferred financing costs	(18,985		)	(17,358		)
Long-term debt and Short-term borrowings	1,652,723			1,505,528
Less current portion	(533		)	(7,506		)
Total long-term debt	$	1,652,190		$	1,498,022

5. Accumulated Other Comprehensive Income (Loss)

Changes in the composition of AOCI during the nine months ended September 30, 2016 were as follows:

(Amounts in thousands)	Cumulative Translation Adjustment			Cash Flow Hedges			Defined Benefit Plans			Income Taxes			Accumulated Other Comprehensive Income (Loss)
Balances at December 31, 2015	$	(24,800	)	$	(1,598	)	$	(49,772	)	$	9,612		$	(66,558	)
Amounts reclassified from accumulated other comprehensive income (loss)	—			1,324			713			(794		)	1,243
Current period other comprehensive (loss) income activity	(2,444		)	(1,274		)	—			1,351			(2,367		)
Balances at September 30, 2016	$	(27,244	)	$	(1,548	)	$	(49,059	)	$	10,169		$	(67,682	)

The Company had the following reclassifications out of accumulated other comprehensive income (loss) during the three and nine months ended September 30, 2016 and September 30, 2015:

	Location of Reclassification into Income	Amount of Reclassification from AOCI
		Three Months Ended						Nine Months Ended
Component of AOCI		September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
								(Amounts in thousands)
Amortization of loss on interest rate hedge	Interest expense	$	441		$	441		$	1,324		$	1,324
	Income tax expense	(171		)	(175		)	(516		)	(523		)
	Net of tax	$	270		$	266		$	808		$	801
Amortization of deferred actuarial loss and prior service cost	Operating expenses	$	219		$	205		$	713		$	675
	Income tax expense	(86		)	(82		)	(278		)	(267		)
	Net of tax	$	133		$	123		$	435		$	408
Total reclassifications		$	403		$	389		$	1,243		$	1,209

18

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

6. Commitments and Contingencies

Partnership Parks

On April 1, 1998, we acquired all of the capital stock of the former Six Flags Entertainment Corporation (a corporation that has been merged out of existence and that has always been a separate corporation from Holdings, "Former SFEC") for $976.0 million, paid in cash. In addition to our obligations under outstanding indebtedness and other securities issued or assumed in the Former SFEC acquisition, we also guaranteed certain contractual obligations relating to the Partnership Parks. Specifically, we guaranteed the obligations of the general partners of those partnerships to (i) make minimum annual distributions (including rent) of approximately $68.3 million in 2016 (subject to cost of living adjustments) to the limited partners in the Partnership Parks (based on our ownership of units as of September 30, 2016, our share of the distribution will be approximately $29.8 million) and (ii) make minimum capital expenditures at each of the Partnership Parks during rolling five-year periods, based generally on 6% of the Partnership Parks' revenues. Cash flow from operations at the Partnership Parks is used to satisfy these requirements first, before any funds are required from us. We also guaranteed the obligation of our subsidiaries to annually purchase all outstanding limited partnership units to the extent tendered by the unit holders (the "Partnership Park Put"). The agreed price for units tendered in the Partnership Park Put is based on a valuation of each of the respective Partnership Parks (the "Specified Price") that is the greater of (a) a valuation for each of the respective Partnership Parks derived by multiplying such park's weighted average four year EBITDA (as defined in the agreements that govern the partnerships) by a specified multiple (8.0 in the case of SFOG and 8.5 in the case of SFOT) and (b) a valuation derived from the highest prices previously paid for the units of the Partnership Parks by certain entities. Pursuant to the valuation methodologies described in the preceding sentence, the Specified Price for the Partnership Parks, if determined as of September 30, 2016 is $343.0 million in the case of SFOG and $392.5 million in the case of SFOT. As of September 30, 2016, we owned approximately 31.0% and 53.1% of the Georgia limited partner interests and Texas limited partner interests, respectively. Our obligations with respect to SFOG and SFOT will continue until 2027 and 2028, respectively.

In 2027 and 2028, we will have the option to purchase all remaining units in the Georgia limited partner and the Texas limited partner, respectively, at a price based on the Specified Price, increased by a cost of living adjustment. Pursuant to the 2016 annual offer, we did not purchase any units from the Texas partnership and we purchased 0.065 units from the Georgia partnership for approximately $0.2 million in May 2016. Pursuant to the 2015 annual offer, we did not purchase any units from the Texas partnership and we purchased 0.500 units from the Georgia partnership for approximately $1.6 million in May 2015. As we purchase additional units, we are entitled to a proportionate increase in our share of the minimum annual distributions. The maximum unit purchase obligations for 2017 at both parks will be approximately $420.7 million, representing approximately 69.0% of the outstanding units of SFOG and 46.9% of the outstanding units of SFOT. An additional $350.0 million of the Amended and Restated Term Loan B under the Amended and Restated Credit Facility is available for borrowing for future "put" obligations, if necessary.

In connection with our acquisition of the Former SFEC, we entered into the Subordinated Indemnity Agreement with certain of the Company's entities, Time Warner and an affiliate of Time Warner, pursuant to which, among other things, we transferred to Time Warner (which has guaranteed all of our obligations under the Partnership Park arrangements) record title to the corporations which own the entities that have purchased and will purchase limited partnership units of the Partnership Parks, and we received an assignment from Time Warner of all cash flow received on such limited partnership units, and we otherwise control such entities. In addition, we issued preferred stock of the managing partner of the partnerships to Time Warner. In the event of a default by us under the Subordinated Indemnity Agreement or of our obligations to our partners in the Partnership Parks, these arrangements would permit Time Warner to take full control of both the entities that own limited partnership units and the managing partner. If we satisfy all such obligations, Time Warner is required to transfer to us the entire equity interests of these entities.

We incurred $14.8 million of capital expenditures at these parks during the 2015 season and intend to incur approximately $26.0 million of capital expenditures at these parks for the 2016 season, an amount in excess of the minimum required expenditure. Cash flows from operations at the Partnership Parks will be used to satisfy the annual distribution and capital expenditure requirements, before any funds are required from us. The Partnership Parks generated approximately $79.8 million of cash in 2015 from operating activities after deduction of capital expenditures and excluding the impact of short-term intercompany advances from or payments to Holdings. As of September 30, 2016 and December 31, 2015, we had total loans receivable outstanding of $239.3 million from the partnerships that own the Partnership Parks, primarily to fund the acquisition of Six Flags White Water Atlanta and to make capital improvements and distributions to the limited partners in prior years.

19

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Insurance

We maintain insurance of the types and in amounts that we believe are commercially reasonable and that are available to businesses in our industry. We maintain multi-layered general liability policies that provide for excess liability coverage of up to $100.0 million per occurrence. For incidents arising after November 15, 2003 but prior to December 31, 2008, our self-insured retention is $2.5 million per occurrence ($2.0 million per occurrence for the twelve months ended November 15, 2003 and $1.0 million per occurrence for the twelve months ended November 15, 2002) for our domestic parks and a nominal amount per occurrence for our international parks. For incidents arising after November 1, 2004 but prior to December 31, 2008, we have a one-time additional $0.5 million self-insured retention, in the aggregate, applicable to all claims in the policy year. For incidents arising on or after December 31, 2008, our self-insured retention is $2.0 million, followed by a $0.5 million deductible per occurrence applicable to all claims in the policy year for our domestic parks and our park in Canada and a nominal amount per occurrence for our park in Mexico. Defense costs are in addition to these retentions. Our general liability policies cover the cost of punitive damages only in certain jurisdictions. Based upon reported claims and an estimate for incurred, but not reported claims, we accrue a liability for our self-insured contingencies. For workers' compensation claims arising after November 15, 2003, our deductible is $0.75 million ($0.5 million deductible for the period from November 15, 2001 to November 15, 2003). We also maintain fire and extended coverage, business interruption, terrorism and other forms of insurance typical to businesses in this industry. The all peril property coverage policies insure our real and personal properties (other than land) against physical damage resulting from a variety of hazards. Additionally, we maintain information security and privacy liability insurance in the amount of $10.0 million with a $0.25 million self-insured retention per event.

The majority of our current insurance policies expire on December 31, 2016. We generally renegotiate our insurance policies on an annual basis. We cannot predict the level of the premiums that we may be required to pay for subsequent insurance coverage, the level of any self-insurance retention applicable thereto, the level of aggregate coverage available or the availability of coverage for specific risks.

Litigation

We are party to various legal actions arising in the normal course of business, including the cases discussed below. Matters that are probable of unfavorable outcome to us and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, our estimate of the outcomes of such matters and our experience in contesting, litigating and settling similar matters. None of the actions are believed by management to involve amounts that would be material to our consolidated financial position, results of operations or liquidity after consideration of recorded accruals.

On January 6, 2009, a civil action against us was commenced in the State Court of Cobb County, Georgia. The plaintiff sought damages for personal injuries, including an alleged brain injury, as a result of an altercation with a group of individuals on property adjacent to SFOG on July 3, 2007. Certain of the individuals were employees of the park, but were off-duty and not acting within the course or scope of their employment with SFOG at the time the altercation occurred. The plaintiff, who had exited the park, claimed that we were negligent in our security of the premises. Four of the individuals who allegedly participated in the altercation were also named as defendants in the litigation. Our motion for summary judgment was denied by the trial court on May 19, 2011. Pursuant to the trial that concluded on November 20, 2013, the jury returned a verdict in favor of the plaintiff for $35.0 million. The jury allocated 92% of the verdict against Six Flags and the judgment was entered on February 11, 2014. A notice of appeal was filed on September 19, 2014, which our insurers are pursuing on Six Flags' and the insurers' behalf, and on October 2, 2014, the plaintiff filed a notice of cross appeal. On November 20, 2015, the Georgia Court of Appeals reversed the jury verdict and remanded for a new trial on both liability and damages. On December 16, 2015, the Georgia Court of Appeals denied the parties’ various motions for reconsideration. A petition for writ of certiorari in the Georgia Supreme Court was filed on behalf of Six Flags on January 19, 2016. The Six Flags petition asks the Georgia Supreme Court to grant further review and rule that Six Flags is entitled to judgment as a matter of law without the need for a new trial. On January 19, 2016, the plaintiff also filed a petition for writ of certiorari asking the Georgia Supreme Court to review the Court of Appeals’ reversal of the jury verdict. On September 6, 2016, the Georgia Supreme Court granted both parties' certiorari petitions. We have paid the full amount of our $2.5 million self-insurance retention to our insurers.

On June 27, 2012, Wishtoyo Foundation and its Ventura Coastkeeper program, Los Angeles Coastkeeper d/b/a Santa Monica Baykeeper, and Friends of the Santa Clara River, all non-profit corporations, filed a complaint against Holdings, SFTP and Magic Mountain LLC in the United States District Court for the Central District of California seeking declaratory and injunctive relief and civil penalties under, among others, the Federal Water Pollution Control Act (more commonly known as the Clean Water Act). The plaintiffs alleged that Six Flags Magic Mountain discharged water in violation of its water discharge permits into the Santa Clara River. In January 2015, the parties to the lawsuit entered into a consent decree to settle the lawsuit, and on March 26, 2015, the consent decree was approved and entered by the District Court. In connection with settlement of the

20

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

lawsuit, we intend to install at Six Flags Magic Mountain an on-site infiltration basin to retain, manage and infiltrate stormwater runoff from the park in certain instances.

On July 3, 2012, a civil action was commenced against us in the Superior Court of Solano County, California. The plaintiffs sought damages for personal injuries when a guest at Six Flags Discovery Kingdom jumped on a swinging gate arm that entered a passing tram carrying the plaintiffs on July 3, 2010. We have previously expensed the full amount of our $2.5 million self-insurance retention plus estimated litigation costs in connection with this incident. On October 24, 2014, the litigation was dismissed without prejudice, with respect to one of the plaintiffs, a minor, who may reinstate the lawsuit at any time prior to 2 years following the date such plaintiff reaches the age of majority. In January 2015, an agreement was reached to settle the lawsuit with the remaining plaintiffs.

On September 12, 2014, a civil action against us was commenced in the Circuit Court of Cook County, Illinois.  The plaintiff sought damages for personal injuries after riding a water slide at Six Flags Great America. In 2015, the venue for the action was transferred to Lake County. Pursuant to the trial that concluded on April 26, 2016, the jury returned a verdict in favor of the plaintiff for $1.5 million. We intend to vigorously challenge the verdict and in May 2016 we filed a post-trial motion to vacate the jury verdict.

On January 7, 2016, a potential class action complaint was filed against Six Flags Entertainment Corporation in the Circuit Court of Lake County, Illinois. On April 22, 2016, Great America, LLC was added as a defendant. The complaint asserts that we violated the Illinois Biometric Information Privacy Act in connection with the admission of season pass holders and members through the finger scan program at Six Flags Great America in Gurnee, Illinois, and seeks statutory damages, attorneys fees and an injunction. The program commenced at the park in the 2014 operating season. The complaint does not allege that any information was misused or disseminated. On June 17, 2016, the court denied our motion to dismiss, and allowed the case to proceed, however we intend to continue to vigorously defend ourselves against this litigation. Since this litigation is still in an early stage, the outcome is currently not determinable and a reasonable estimate of loss or range of loss in excess of the immaterial amount that we have recorded for this litigation cannot be made.

Tax and Other Contingencies

As of September 30, 2016 and December 31, 2015, we had a nominal amount of accrued liabilities for tax and other indemnification contingencies related to certain parks sold in previous years that could be recognized as recovery of losses in the future if such liabilities are not requested to be paid.

7. Noncontrolling Interests, Partnerships and Joint Ventures

Redeemable Noncontrolling Interests

Redeemable noncontrolling interests represent the non-affiliated parties' share of the assets of the Partnership Parks that are less than wholly-owned: SFOT, SFOG and Six Flags White Water Atlanta, which is owned by the partnership that owns SFOG. As of September 30, 2016 and December 31, 2015, redeemable noncontrolling interests in the Partnership Parks was $454.7 million and $435.7 million, respectively.

The following table presents a rollforward of redeemable noncontrolling interests in the Partnership Parks:

(Amounts in thousands)
Balance at December 31, 2015	$	435,721
Purchase of redeemable units	(223		)
Fresh start accounting fair market value adjustment for purchased units	(36		)
Net income attributable to noncontrolling interests	38,425
Distributions to noncontrolling interests	(19,213		)
Balance at September 30, 2016	$	454,674

See Note 6 for a description of the partnership arrangements applicable to the Partnership Parks, the accounts of which are included in the accompanying unaudited condensed consolidated financial statements. The redemption value of the partnership units as of September 30, 2016 and December 31, 2015 was approximately $420.7 million and $420.9 million, respectively.

8. Business Segments

21

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

We manage our operations on an individual park location basis, including operations from parks owned, managed and branded. Discrete financial information is maintained for each park and provided to our corporate management for review and as a basis for decision making. The primary performance measure used to allocate resources is Park EBITDA (defined as park-related operating earnings, excluding the impact of interest, taxes, depreciation, amortization and any other non-cash income or expenditures). Primarily all of our parks provide similar products and services through a similar process to the same class of customer through a consistent method. We also believe that the parks share common economic characteristics. Based on these factors, we have only one reportable segment—theme parks.

The following table presents segment financial information and a reconciliation of net income to Park EBITDA. Park level expenses exclude all non-cash operating expenses, principally depreciation and amortization and all non-operating expenses.

	Three Months Ended				Nine Months Ended
(Amounts in thousands)	September 30, 2016		September 30, 2015		September 30, 2016		September 30, 2015
Net income	$	121,694	$	176,383	$	154,859	$	190,671
Interest expense, net	21,166		19,206		60,814		56,731
Income tax expense	55,651		92,821		72,850		84,051
Depreciation and amortization	27,393		26,348		79,345		78,725
Corporate expenses	9,674		18,082		37,366		41,524
Stock-based compensation	89,994		9,803		96,244		36,518
Non-operating park level expense (income), net:
Loss on disposal of assets	799		1,991		913		4,224
Loss on debt extinguishment	—		—		2,377		6,557
Other expense (income), net	1,318		400		2,009		(79		)
Park EBITDA	$	327,689	$	345,034	$	506,777	$	498,922

All of our owned or managed parks are located in the United States with the exception of one park in Mexico City, Mexico and one park in Montreal, Canada. We also have revenue and expenses related to the development of Six Flags-branded theme parks outside of North America. The following information reflects our long-lived assets (which consists of property and equipment and intangible assets), revenues and income before income taxes by domestic and foreign categories as of or for the nine months ended September 30, 2016 and September 30, 2015:

	Domestic		Foreign		Total
2016	(Amounts in thousands)
Long-lived assets	$	2,116,275	$	83,629	$	2,199,904
Revenues	997,854		82,230		1,080,084
Income before income taxes	208,396		19,313		227,709
2015
Long-lived assets	$	2,122,921	$	80,345	$	2,203,266
Revenues	961,492		84,989		1,046,481
Income before income taxes	250,524		24,198		274,722

22

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

9. Pension Benefits

We froze our pension plan effective March 31, 2006, pursuant to which most participants no longer earned future pension benefits. Effective February 16, 2009, the remaining participants in the pension plan no longer earned future benefits. The following summarizes our pension costs during the three and nine months ended September 30, 2016 and September 30, 2015:

	Three Months Ended						Nine Months Ended
(Amounts in thousands)	September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
Service cost	$	600		$	400		$	1,800		$	1,600
Interest cost	2,209			2,258			6,693			6,859
Expected return on plan assets	(3,129		)	(3,364		)	(9,362		)	(10,075		)
Amortization of net actuarial loss	219			205			713			675
Total net periodic benefit	$	(101	)	$	(501	)	$	(156	)	$	(941	)

Weighted-Average Assumptions Used To Determine Net Cost

	Three Months Ended				Nine Months Ended
	September 30, 2016		September 30, 2015		September 30, 2016		September 30, 2015
Discount rate	4.10	%	3.80	%	4.10	%	3.80	%
Rate of compensation increase	N/A		N/A		N/A		N/A
Expected return on plan assets	7.25	%	7.25	%	7.25	%	7.25	%

Employer Contributions

During the nine months ended September 30, 2016 and September 30, 2015, we made pension contributions of $6.0 million.

10. Stock Repurchase Plans

On November 20, 2013, Holdings announced that its Board of Directors approved a new stock repurchase program that permitted Holdings to repurchase up to $500.0 million in shares of Holdings' common stock over a four-year period (the "November 2013 Stock Repurchase Plan"). Holdings utilized the remaining availability under the November 2013 Stock Repurchase Plan in August 2016. Throughout the program, Holdings repurchased 11,428,000 shares at a cumulative price of approximately $500.0 million and an average price per share of $43.75.

On June 7, 2016, Holdings announced that its Board of Directors approved a new stock repurchase program that permits Holdings to repurchase an incremental $500.0 million in shares of Holdings' common stock (the "June 2016 Stock Repurchase Plan"). As of October 21, 2016, Holdings had repurchased 1,202,000 shares at a cumulative price of approximately $65.7 million and an average price per share of $54.68 under the June 2016 Stock Repurchase Plan, leaving approximately $434.3 million available for permitted repurchases.

The timing of share repurchases is limited by the covenants in the Amended and Restated Credit Facility, the 2021 Notes and the 2024 Notes. We will continue to evaluate the share repurchase limits per the covenants on an on-going basis to determine our ability to utilize the remaining amount authorized for share repurchases. See Note 4 for further discussion.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis contains forward-looking statements that are based on our current beliefs, expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are, by their nature, subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. 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 on Form 10-Q (the "Quarterly Report") and "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2015 (the "2015 Annual Report") for further discussion of the uncertainties, risks and assumptions associated with these statements.

23

The following discussion and analysis presents information that we believe is relevant to an assessment and understanding of our consolidated financial position and results of operations. This information should be read in conjunction with our unaudited 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 our 2015 Annual Report.

Overview

General

We are the largest regional theme park operator in the world based on the number of parks we operate. Of our 18 regional theme and water parks, 16 are located in the United States, one is located in Mexico City, Mexico and one is located in Montreal, Canada. Our parks are located in geographically diverse markets across North America and they 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, thereby 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 nine months ended September 30, 2016 and September 30, 2015 are not indicative of the results expected for the full year. In particular, our park operations generate a significant majority of their annual revenue during the period from Memorial Day to Labor Day each year while expenses are incurred year round.

Our revenue is primarily derived from (i) the sale of tickets for entrance to our parks (which accounted for approximately 54% and 55% of total revenues during the nine months ended September 30, 2016 and September 30, 2015, respectively), (ii) the sale of food and beverages, merchandise, games and attractions, parking and other services inside our parks, (iii) sponsorship, licensing and other fees, including revenue earned under international development contracts, and (iv) accommodations revenue. Revenues from ticket sales and in park sales are primarily impacted by park attendance. Revenues from sponsorship, licensing and other fees can be impacted by the term, timing and extent of services and fees under these arrangements, which can result in fluctuations from year to year. During the first nine months of 2016, our park earnings before interest, taxes, depreciation and amortization ("Park EBITDA") improved primarily as a result of revenue growth, partially offset by an increase in cash operating costs. The increase in revenue was primarily driven by a 2% increase in attendance coupled with a 1% increase in total revenue per capita (representing total revenue divided by total attendance), partially offset by the negative foreign currency impact related to the weaker Mexican Peso and Canadian Dollar. Our cash operating costs increased primarily as a result of (i) an increase in salary and wage expenses, driven by statutory and market-based wage rate increases, (ii) an increase in credit card processing fees and operating taxes related to our increased revenue and (iii) an increase in insurance and international development costs. These increases were partially offset by savings in advertising and other operating costs as well as the continued weakening of the Mexican Peso and Canadian Dollar, which favorably impacts expenses.

Our principal costs of operations include salaries and wages, employee benefits, advertising, third party services, repairs and maintenance, utilities and insurance. A large portion of our expenses is relatively fixed as our costs for full-time employees, maintenance, utilities, advertising 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 our 2015 Annual Report.

Recent Events

24

On July 20, 2016, we announced that we signed a letter agreement with our existing partner to potentially develop a second Six Flags-branded theme park, together with a water park, in China.

Results of Operations

Three Months Ended September 30, 2016 Compared to Three Months Ended September 30, 2015

The following table sets forth summary financial information for the three months ended September 30, 2016 and September 30, 2015:

	Three Months Ended						Percentage Change (%)
(Amounts in thousands, except per capita data)	September 30, 2016			September 30, 2015
Total revenue	$	557,599		$	575,261		(3	)%
Operating expenses	151,169			152,728			(1	)%
Selling, general and administrative	134,132			61,895			117	%
Costs of products sold	44,277			43,489			2	%
Depreciation and amortization	27,393			26,348			4	%
Loss on disposal of assets	799			1,991			(60	)%
Interest expense, net	21,166			19,206			10	%
Other expense, net	1,318			400			N/M
Income before income taxes	177,345			269,204			(34	)%
Income tax expense	55,651			92,821			(40	)%
Net income	121,694			176,383			(31	)%
Less: Net income attributable to noncontrolling interests	(19,212		)	(19,083		)	1	%
Net income attributable to Six Flags Entertainment Corporation	$	102,482		$	157,300		(35	)%
Other Data:
Attendance	12,599			12,917			(2	)%
Total revenue per capita	$	44.26		$	44.53		(1	)%

Revenue

Revenue for the three months ended September 30, 2016 totaled $557.6 million, a decrease of $17.7 million, or 3%, compared to $575.3 million for the three months ended September 30, 2015. The decrease in revenue is primarily attributable to a 2% decrease in attendance primarily related to the adverse impact of unfavorable weather in July and early August coupled with a 1% decrease in total revenue per capita, calculated as total revenue divided by attendance. Per capita guest spending, which excludes sponsorship, licensing, Six Flags Great Escape Lodge & Indoor Waterpark accommodations and other fees, decreased to $42.23 during the three months ended September 30, 2016 from $42.87 during the three months ended September 30, 2015. Per capita guest spending was adversely impacted by (i) a substantially higher mix of season pass holder and member attendance, which put downward pressure on per capita spending, and (ii) the continued weakening of the Mexican Peso and the Canadian Dollar.

Admissions revenue per capita decreased $0.50, or 2%, during the three months ended September 30, 2016 relative to the comparable period in the prior year. The decrease in admissions revenue per capita was primarily driven by the substantially higher mix of season pass holder and member attendance and the continued weakening of the Mexican Peso and Canadian Dollar. On a constant currency basis, admissions revenue per capita decreased $0.40 or 2%. Non-admissions revenue per capita decreased $0.14 or 1% during the three months ended September 30, 2016 relative to the comparable period in the prior year, primarily as a result of the higher percentage of season pass holder and member attendance previously discussed and the adverse impact of the weakened Mexican Peso and Canadian Dollar. On a constant currency basis, non-admissions revenue per capita decreased $0.04, or less than 1%, during the three months ended September 30, 2016.

Operating Expenses

Operating expenses for the three months ended September 30, 2016 decreased $1.6 million, or 1%, relative to the comparable period in the prior year, primarily as a result of a decrease in salaries, wages and benefits along with the continued

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weakening of the Mexican Peso and Canadian Dollar, which favorably impacted operating expenses. These savings were partially offset by increases in operating taxes, credit card processing fees and outside professional services.

Selling, general and administrative expenses

Selling, general and administrative expenses for the three months ended September 30, 2016 increased $72.2 million, or 117%, compared to the three months ended September 30, 2015, primarily as a result of (i) a net increase in incentive based compensation expense resulting primarily from the 2017 Performance Award, which we began recognizing and accruing during the three months ended September 30, 2016, as achievement of this award is now deemed probable, (ii) an increase in salaries, wages and benefits and (iii) an increase in expenses related to our growing international development operations. These increases were partially offset by a reduction in advertising costs and the continued weakening of the Mexican Peso and Canadian Dollar, which favorably impacted expenses.

Cost of products sold

Cost of products sold in the three months ended September 30, 2016 increased $0.8 million, or 2%, compared to the three months ended September 30, 2015, primarily due to increased food and merchandise sales. Cost of products sold as a percentage of non-admissions revenue for the three months ended September 30, 2016 increased relative to the comparable period in the prior year, primarily as a result of product mix including the increase in our all-season dining pass program.

Depreciation and amortization expense

Depreciation and amortization expense for the three months ended September 30, 2016 increased $1.0 million, or 4%, compared to the three months ended September 30, 2015, primarily as a result of asset additions made in conjunction with our ongoing capital program.

Loss on disposal of assets

Loss on disposal of assets for the three months ended September 30, 2016 decreased $1.2 million compared to the same period in the prior year, primarily as a result of a gain recognized on the sale of underutilized assets in the current year.

Interest expense, net

Interest expense, net increased $2.0 million, or 10%, for the three months ended September 30, 2016 relative to the comparable period in the prior year as a result of the incremental interest incurred on a higher debt balance resulting from the increased borrowings under the Amended and Restated Revolving Loan and the 2024 Notes.

Income Tax Expense

Income tax expense was $55.7 million for the three months ended September 30, 2016 compared to $92.8 million for the three months ended September 30, 2015. The change in income tax expense is primarily the result of a reduction of income before income taxes resulting from the recognition of 2017 Performance Award in the quarter.

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Results of Operations

Nine Months EndedSeptember 30, 2016 Compared to Nine Months EndedSeptember 30, 2015

The following table sets forth summary financial information for the nine months ended September 30, 2016 and September 30, 2015:

	Nine Months Ended						Percentage Change (%)
(Amounts in thousands, except per capita data)	September 30, 2016			September 30, 2015
Total revenue	$	1,080,084		$	1,046,481		3	%
Operating expenses	387,376			368,861			5	%
Selling, general and administrative	229,106			171,884			33	%
Costs of products sold	90,435			84,856			7	%
Depreciation and amortization	79,345			78,725			1	%
Loss on disposal of assets	913			4,224			(78	)%
Interest expense, net	60,814			56,731			7	%
Loss on extinguishment of debt	2,377			6,557			(64	)%
Other expense (income), net	2,009			(79		)	N/M
Income before income taxes	227,709			274,722			(17	)%
Income tax expense	72,850			84,051			(13	)%
Net income	154,859			190,671			(19	)%
Less: Net income attributable to noncontrolling interests	(38,425		)	(38,165		)	1	%
Net income attributable to Six Flags Entertainment Corporation	$	116,434		$	152,506		(24	)%
Other Data:
Attendance	23,778			23,353			2	%
Total revenue per capita	$	45.42		$	44.81		1	%

Revenue

Revenue for the nine months ended September 30, 2016 totaled $1,080.1 million, an increase of $33.6 million, or 3%, compared to $1,046.5 million for the nine months ended September 30, 2015. The increase in revenue was primarily attributable to (i) a 2% increase in attendance driven by strong season pass and membership sales coupled with a 1% increase in total revenue per capita, calculated as total revenue divided by total attendance. Per capita guest spending, which excludes sponsorship, licensing, Six Flags Great Escape Lodge & Indoor Waterpark accommodations and other fees, increased to $42.58 during the nine months ended September 30, 2016 from $42.43 during the nine months ended September 30, 2015. The increase in per capita guest spending was primarily driven by (i) the continued success of our all-season dining pass, (ii) modest ticket price increases on all ticket types and (iii) post-twelve month ongoing membership payments. These increases were partially offset by a higher mix of season pass and member attendance and the continued weakening of the Mexican Peso and Canadian Dollar.

Admissions revenue per capita increased $0.06, during the nine months ended September 30, 2016 relative to the comparable period in the prior year. The increase in admissions revenue per capita was primarily driven by ticket price increases on all ticket types and membership revenue for memberships past the initial twelve-month term during which time members continue to pay their membership fees on a month-to-month basis, partially offset by a higher mix of season pass and membership attendance and the continued weakening of the Mexican Peso and Canadian Dollar. On a constant currency basis, admissions revenue per capita increased $0.24, or 1%. Non-admissions revenue per capita increased $0.09 during the nine months ended September 30, 2016 relative to the comparable period in the prior year, primarily as a result of an increase in food and beverage sales driven by the continued success of our all-season dining pass, partially offset by the continued weakening of the Mexican Peso and Canadian Dollar. On a constant currency basis, non-admissions revenue per capita increased $0.27, or 2%.

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Operating Expenses

Operating expenses for the nine months ended September 30, 2016 increased $18.5 million, or 5%, relative to the comparable period in the prior year, primarily as a result of increases in statutory and market-based wage rates as well as an increase in credit card processing fees and operating taxes related to our increased revenue. These increases were partially offset by a decrease in utility and other operating costs, as well as the continued weakening of the Mexican Peso and Canadian Dollar, which favorably impacted expenses.

Selling, general and administrative expenses

Selling, general and administrative expenses for the nine months ended September 30, 2016 increased $57.2 million, or 33%, compared to the nine months ended September 30, 2015, primarily as a result of (i) a net increase in incentive based compensation expense resulting primarily from the 2017 Performance Award, which we began recognizing and accruing during the three months ended September 30, 2016, as achievement of this award is now deemed probable, (ii) an increase in insurance costs and (iii) an increase in expenses related to our growing international development business. These increases were partially offset by a reduction in advertising costs, as well as the continued weakening of the Mexican Peso and Canadian Dollar, which favorably impacted expenses.

Cost of products sold

Cost of products sold in the nine months ended September 30, 2016 increased $5.6 million, or 7%, compared to the nine months ended September 30, 2015, primarily as a result of the increase in food and merchandise sales. Cost of products sold as a percentage of non-admissions revenue for the nine months ended September 30, 2016 increased relative to the comparable period in the prior year, primarily as a result of product mix including the increase in our all-season dining pass program.

Depreciation and amortization expense

Depreciation and amortization expense for the nine months ended September 30, 2016 increased $0.6 million, or 1%, compared to the nine months ended September 30, 2015. The increase in depreciation and amortization expense is primarily the result of asset additions made in conjunction with our ongoing capital program.

Loss on disposal of assets

Loss on disposal of assets for the nine months ended September 30, 2016 decreased $3.3 million, primarily as a result of the sale of underutilized assets in the current year, coupled with the disposal of fewer assets in conjunction with the execution of our ongoing capital program during the current year relative to the prior year.

Interest expense, net

Interest expense, net increased $4.1 million, or 7%, for the nine months ended September 30, 2016 relative to the comparable period in the prior year as a result of the incremental interest incurred on a higher debt balance resulting from the increased borrowings under the Amended and Restated Revolving Loan and to a lesser degree the 2024 Notes.

Loss on debt extinguishment

On June 16, 2016, Holdings issued $300.0 million of 4.875% senior unsecured notes. We used $150.0 million of the proceeds from the issuance of the notes to reduce our borrowings under the Amended and Restated Term Loan and we recognized a loss on debt extinguishment of $2.4 million. See Note 4 to the unaudited condensed consolidated financial statements included in this Quarterly Report for further discussion.

Income Tax Expense

Income tax expense was $72.9 million for the nine months ended September 30, 2016 compared to an income tax expense of $84.1 million for the nine months ended September 30, 2015. The change in income tax expense is primarily the result of a decrease in income before income taxes.

Liquidity, Capital Commitments 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 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.

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In November 2015, Holdings' Board of Directors increased the quarterly cash dividend from $0.52 per share of common stock to $0.58 per share of common stock. During the nine months ended September 30, 2016 and September 30, 2015, Holdings paid $161.5 million and $147.9 million, respectively, in cash dividends on its common stock. The amount and timing of any future dividends payable on Holdings' common stock are within the sole discretion of Holdings' Board of Directors. Based on (i) the dividends per share authorized by Holdings' Board of Directors, (ii) the current number of shares of Holdings' common stock outstanding and (iii) estimates of share repurchases, restricted stock vesting and option exercises, we currently anticipate paying approximately $215.0 million in total cash dividends on our common stock for the 2016 calendar year.

On November 20, 2013, Holdings announced that its Board of Directors approved a stock repurchase program that permitted Holdings to repurchase up to $500.0 million in shares of Holdings' common stock over a four-year period (the "November 2013 Stock Repurchase Plan"). Holdings utilized the remaining availability under the November 2013 Stock Repurchase Plan in August of 2016. Throughout the program, Holdings repurchased 11,428,000 shares at a cumulative price of approximately $500.0 million and an average price per share of $43.75.

On June 7, 2016, Holdings announced that its Board of Directors approved a new stock repurchase program that permits Holdings to repurchase an incremental $500.0 million in shares of Holdings' common stock (the "June 2016 Stock Repurchase Plan"). As of October 21, 2016, Holdings had repurchased 1,202,000 shares at a cumulative price of approximately $65.7 million and an average price per share of $54.68 under the June 2016 Stock Repurchase Plan, leaving approximately $434.3 million available for permitted repurchases.

Based on historical and anticipated operating results, we believe that cash flows from operations, available unrestricted cash and amounts available under the Amended and Restated Credit Facility will be adequate to meet our liquidity needs, including any anticipated requirements for working capital, capital expenditures, common stock dividends, scheduled debt service, obligations under arrangements relating to the Partnership Parks and discretionary common stock repurchases. Additionally, based on our current federal net operating loss carryforwards, we believe we will continue to pay minimal United States cash taxes for the next three years.

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, contagious diseases, such as Ebola, Zika, or swine or avian flu, 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 significantly 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 that 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 Amended and Restated Revolving Loan or may be required to repay amounts outstanding under the Amended and Restated Credit Facility and/or may need to seek additional financing. In addition, we expect that we may be required to refinance all or a significant portion of our existing debt on or prior to maturity and potentially seek additional financing. 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 2015 Annual Report.

On June 30, 2015, we entered into the Amended and Restated Credit Facility, which is comprised of the $250.0 million Amended and Restated Revolving Loan and the $700.0 million Amended and Restated Term Loan B. In connection with entering into the Amended and Restated Credit Facility, we repaid the outstanding Term Loan B. The remaining proceeds from the Amended and Restated Credit Facility were primarily used for share repurchases.

On June 16, 2016, Holdings issued $300.0 million of 4.875% senior unsecured notes due July 31, 2024. We used $150.0 million of the proceeds from the issuance of the 2024 Notes to reduce our borrowings under the Amended and Restated Term Loan B. We intend to use the remaining net proceeds for general corporate and working capital purposes, which we expect to primarily include repurchases of our common stock from time to time, subject to compliance with our financing agreements, and to the extent we do not use such net proceeds for that purpose, we may use such amounts for strategic initiatives that we may undertake from time to time.

Also, on June 16, 2016, we entered into an amendment to the Amended and Restated Credit Facility that reduced the overall borrowing rate on the Amended and Restated Term Loan B by 25 basis points through a reduction in the applicable margin from 2.75% plus LIBOR to 2.50% plus LIBOR. In addition to the rate reduction, the $150.0 million prepayment made with proceeds from the 2024 Notes eliminated all future quarterly amortization payments on the Amended and Restated Term Loan B until maturity in 2022.

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As of September 30, 2016, our total indebtedness, net of discount and deferred financing costs, was approximately $1,652.7 million. Based on (i) non-revolving credit debt outstanding on that date, (ii) anticipated levels of working capital revolving borrowings during 2017, (iii) estimated interest rates for floating-rate debt and (iv) the 2021 Notes and the 2024 Notes, we anticipate annual cash interest payments of approximately $70 million and $85 million during 2016 and 2017, respectively. Under the Amended and Restated Credit Facility, all remaining outstanding principal of the Amended and Restated Term Loan B is due and payable on June 30, 2022.

As of September 30, 2016, we had approximately $238.8 million of unrestricted cash and $230.3 million available for borrowing under the Amended and Restated Revolving Loan. Our ability to borrow under the Amended and Restated Revolving Loan is dependent upon compliance with certain conditions, including a maximum senior leverage maintenance covenant, a minimum interest coverage 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 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 Amended and Restated Revolving Loan could permit the lenders under the Amended and Restated Credit Facility to accelerate the obligations thereunder. The Amended and Restated Revolving Loan expires on June 30, 2020. The terms and availability of the 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 4 to the unaudited condensed consolidated financial statements included in this Quarterly Report.

We currently plan on spending approximately 9% of annual revenues on capital expenditures during the 2016 calendar year plus a portion of an additional $15 million to $18 million for attractions and other improvements for a major expansion of the waterpark located in Oaxtepec, Mexico for which our public bid was accepted by the Mexican Social Security Institute in February 2016. The waterpark is expected to open to the public in early 2017 and the remaining portion of the $15 million to $18 million in planned improvements will be incurred in addition to our 2017 planned capital expenditures.

During the nine months ended September 30, 2016, net cash provided by operating activities was $374.8 million. Net cash used in investing activities during the nine months ended September 30, 2016 was $99.6 million, consisting primarily of $101.2 million in capital expenditures, partially offset by $2.2 million of proceeds received from the disposal of assets. Net cash used by financing activities during the nine months ended September 30, 2016 was $132.8 million, primarily attributable to the payment of $161.5 million in cash dividends and the repurchase of shares of Holdings' common stock totaling $119.7 million, partially offset by the proceeds from the 2024 Notes, of which $150 million was used to reduce our borrowings under the Amended and Restated Term Loan B.

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 per capita spending levels because most of our cash-based expenses are relatively fixed and do not vary significantly with either attendance or per capita spending. These cash-based operating expenses include salaries and wages, employee benefits, advertising, third party services, repairs and maintenance, utilities and insurance.

Contractual Obligations

Since December 31, 2015, there have been no material changes to the contractual obligations of the Company, outside the ordinary course of the Company’s business, except with respect to the issuance of the 2024 Notes and the amendment to the Amended and Restated Credit Facility as described in Note 4 to the unaudited condensed consolidated financial statements contained in this Quarterly Report. Set forth below is certain updated information regarding our debt obligations as of September 30, 2016:

	Payment Due by Period
(Amounts in thousands)	2016		2017-2018		2019-2020		2021 and beyond		Total
Long term debt — including current portion (1)	$	94	$	29,161	$	—	$	1,644,750	$	1,674,005
Interest on long-term debt (2)	5,558		156,869		150,626		106,057		419,110

(1) Payments are shown at principal amount. See Note 4 to the consolidated financial statements included elsewhere in this Quarterly Report for further discussion on long-term debt.

(2) See Note 4 to the consolidated financial statements included elsewhere in this Quarterly Report for further discussion on long-term debt. Amounts shown reflect variable interest rates in effect at September 30, 2016.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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As of September 30, 2016, there have been no material changes in our market risk exposure from that disclosed in the 2015 Annual Report. For a discussion of our market risk exposure, please see "Item 7A. Quantitative and Qualitative Disclosure About Market Risk" contained in the 2015 Annual Report.

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation, as of September 30, 2016, of the effectiveness of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) or 15(d)-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of such period, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting, as such term is defined under Rule 13a-15(f) or 15(d)-15(f) promulgated under the Exchange Act, that occurred during our fiscal quarter ended September 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The nature of the industry in which we operate tends to expose us to claims by guests, generally for injuries. Accordingly, we are party to various legal actions arising in the normal course of business. Historically, the great majority of these claims have been minor. Although we believe that we are adequately insured against guests' claims, if we become subject to damages that cannot by law be insured against, such as punitive damages or certain intentional misconduct by employees, there may be a material adverse effect on our operations.

Certain legal proceedings in which we are involved are discussed in Item 3 of the 2015 Annual Report and in Note 6 to the unaudited condensed consolidated financial statements contained in this Quarterly Report. Except as set forth below, there were no material developments concerning our legal proceedings during the quarter ended September 30, 2016.

On January 6, 2009, a civil action against us was commenced in the State Court of Cobb County, Georgia. The plaintiff sought damages for personal injuries, including an alleged brain injury, as a result of an altercation with a group of individuals on property adjacent to SFOG on July 3, 2007. Certain of the individuals were employees of the park, but were off-duty and not acting within the course or scope of their employment with SFOG at the time the altercation occurred. The plaintiff, who had exited the park, claimed that we were negligent in our security of the premises. Four of the individuals who allegedly participated in the altercation were also named as defendants in the litigation. Our motion for summary judgment was denied by the trial court on May 19, 2011. Pursuant to the trial that concluded on November 20, 2013, the jury returned a verdict in favor of the plaintiff for $35.0 million. The jury allocated 92% of the verdict against Six Flags and the judgment was entered on February 11, 2014. A notice of appeal was filed on September 19, 2014, which our insurers are pursuing on Six Flags' and the insurers' behalf, and on October 2, 2014, the plaintiff filed a notice of cross appeal. On November 20, 2015, the Georgia Court of Appeals reversed the jury verdict and remanded for a new trial on both liability and damages. On December 16, 2015, the Georgia Court of Appeals denied the parties’ various motions for reconsideration. A petition for writ of certiorari in the Georgia Supreme Court was filed on behalf of Six Flags on January 19, 2016. The Six Flags petition asks the Georgia Supreme Court to grant further review and rule that Six Flags is entitled to judgment as a matter of law without the need for a new trial. On January 19, 2016, the plaintiff also filed a petition for writ of certiorari asking the Georgia Supreme Court to review the Court of Appeals’ reversal of the jury verdict. On September 6, 2016, the Georgia Supreme Court granted both parties' certiorari petitions. We have paid the full amount of our $2.5 million self-insurance retention to our insurers.

On January 7, 2016, a potential class action complaint was filed against Six Flags Entertainment Corporation in the Circuit Court of Lake County, Illinois. On April 22, 2016, Great America, LLC was added as a defendant. The complaint asserts that we violated the Illinois Biometric Information Privacy Act in connection with the admission of season pass holders and members through the finger scan program at Six Flags Great America in Gurnee, Illinois, and seeks statutory damages, attorneys fees and an injunction. The program commenced at the park in the 2014 operating season. The complaint does not allege that any information was misused or disseminated. On June 17, 2016, the court denied our motion to dismiss, and allowed the case to proceed, however we intend to continue to vigorously defend ourselves against this litigation. Since this

31

litigation is still in an early stage, the outcome is currently not determinable and a reasonable estimate of loss or range of loss in excess of the immaterial amount that we have recorded for this litigation cannot be made.

ITEM 1A. RISK FACTORS

There have been no material changes to the principal risks that we believe are material to our business, results of operations and financial condition, from the risk factors previously disclosed in the 2015 Annual Report. For a discussion on these risk factors, please see "Item 1A. Risk Factors" contained in the 2015 Annual Report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On November 20, 2013, Holdings announced that its Board of Directors approved a stock repurchase program that permitted Holdings to repurchase up to $500.0 million in shares of Holdings' common stock over a four-year period (the "November 2013 Stock Repurchase Plan"). Holdings utilized the remaining availability under the November 2013 Stock Repurchase Plan in August of 2016. Throughout the program, Holdings repurchased 11,428,000 shares at a cumulative price of approximately $500.0 million and an average price per share of $43.75.

On June 7, 2016, Holdings announced that its Board of Directors approved a new stock repurchase program that permits Holdings to repurchase an incremental $500.0 million in shares of Holdings' common stock (the "June 2016 Stock Repurchase Plan"). As of October 21, 2016, Holdings had repurchased 1,202,000 shares at a cumulative price of approximately $65.7 million and an average price per share of $54.68 under the June 2016 Stock Repurchase Plan, leaving approximately $434.3 million available for permitted repurchases.

The following table sets forth information regarding purchases of Holdings' common stock during the three months ended September 30, 2016 under the November 2013 and June 2016 Stock Repurchase Plans: 

	Period	Total number of shares purchased	Average price paid per share		Total number of  shares purchased as part of publicly announced plans or programs	Approximate dollar  value of shares that  may yet be purchased under the plans or programs
Month 1	July 1 - July 31	100,000	$	56.69	100,000	$	504,202,000
Month 2	August 1 - August 31	1,276,599	$	54.76	1,276,599	$	434,300,000
Month 3	September 1 - September 30	—	$	—	—	$	434,300,000
		1,376,599	$	54.90	1,376,599	$	434,300,000

ITEM 6. EXHIBITS

Exhibit 31.1*	Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2*	Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1*	Certification of Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2*	Certification of Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 101.INS**	XBRL Instance Document
Exhibit 101.SCH**	XBRL Taxonomy Extension Schema Document
Exhibit 101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
Exhibit 101.LAB**	XBRL Taxonomy Extension Labels Linkbase Document
Exhibit 101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith

** Furnished herewith

32

33

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		SIX FLAGS ENTERTAINMENT CORPORATION
		(Registrant)
Date:	October 26, 2016	/s/ John M. Duffey
		John M. Duffey
		President and Chief Executive Officer, Director
Date:	October 26, 2016	/s/ Marshall Barber
		Marshall Barber
		Executive Vice President and Chief Financial Officer

34

EXHIBIT INDEX

Exhibit No.	Description
31.1*	Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith

** Furnished herewith

35

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER,

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John M. Duffey, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Six Flags Entertainment Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 26, 2016
	/s/ John M. Duffey
	John M. Duffey
	President and Chief Executive Officer, Director

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER,

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Marshall Barber, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Six Flags Entertainment Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 26, 2016
	/s/ Marshall Barber
	Marshall Barber
	Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER,

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, John M. Duffey, as President and Chief Executive Officer of Six Flags Entertainment Corporation (the “Company”) certify, pursuant to 18 U.S.C. § 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the accompanying quarterly report on Form 10-Q for the period ending September 30, 2016 as filed with the U.S. Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 26, 2016
	/s/ John M. Duffey
	John M. Duffey
	President and Chief Executive Officer, Director

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER,

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Marshall Barber, as Executive Vice President and Chief Financial Officer of Six Flags Entertainment Corporation (the “Company”) certify, pursuant to 18 U.S.C. § 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the accompanying quarterly report on Form 10-Q for the period ending September 30, 2016 as filed with the U.S. Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 26, 2016
	/s/ Marshall Barber
	Marshall Barber
	Executive Vice President and Chief Financial Officer

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Oct. 21, 2016
Document and Entity Information
Entity Registrant Name	Six Flags Entertainment Corp
Entity Central Index Key	0000701374
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Current Reporting Status	Yes
Entity Common Stock, Shares Outstanding		92,056,977

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 238,757	$ 99,760
Accounts receivable, net	112,580	63,803
Inventories	30,704	21,535
Prepaid expenses and other current assets	50,507	42,879
Total current assets	432,548	227,977
Property and equipment, net:
Property and equipment, at cost	1,949,352	1,862,764
Accumulated depreciation	(734,357)	(664,610)
Total property and equipment, net	1,214,995	1,198,154
Other assets:
Debt issuance costs	4,487	5,386
Restricted-use investment securities	3,840	3,036
Deposits and other assets	8,013	7,211
Goodwill	630,248	630,248
Intangible assets, net of accumulated amortization	354,661	356,428
Total other assets	1,001,249	1,002,309
Total assets	2,648,792	2,428,440
Current liabilities:
Accounts payable	40,928	25,570
Accrued compensation, payroll taxes and benefits	23,572	46,583
Accrued insurance reserves	42,989	40,796
Accrued interest payable	13,303	19,555
Other accrued liabilities	39,240	34,714
Deferred income	147,732	97,334
Current portion of long-term debt	533	7,506
Total current liabilities	308,297	272,058
Noncurrent liabilities:
Long-term debt	1,652,190	1,498,022
Other long-term liabilities	53,523	58,150
Deferred income taxes	198,508	140,273
Total noncurrent liabilities	1,904,221	1,696,445
Total liabilities	2,212,518	1,968,503
Redeemable noncontrolling interests	454,674	435,721
Stockholders' equity (deficit):
Common stock, $0.025 par value, 140,000,000 shares authorized; 92,041,655 and 91,550,851 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively	2,301	2,289
Capital in excess of par value	1,147,453	1,041,710
Accumulated deficit	(1,100,472)	(953,225)
Accumulated other comprehensive loss, net of tax	(67,682)	(66,558)
Total stockholders' (deficit) equity	(18,400)	24,216
Total liabilities and equity (deficit)	$ 2,648,792	$ 2,428,440

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Accumulated amortization of intangible assets	$ 16,542	$ 14,676
Common stock, par value (in dollars per share)	$ 0.025	$ 0.025
Common stock, shares authorized	140,000,000	140,000,000
Common stock, shares issued	92,041,655	91,550,851
Common stock, shares outstanding	92,041,655	91,550,851

XML

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Revenues
Theme park admissions	$ 311,427	$ 325,758	$ 585,270	$ 573,302
Theme park food, merchandise and other	220,667	228,014	427,293	417,658
Sponsorship, licensing and other fees	20,284	16,450	53,936	41,568
Accommodations revenue	5,221	5,039	13,585	13,953
Total revenues	557,599	575,261	1,080,084	1,046,481
Operating expenses (excluding depreciation and amortization shown separately below)	151,169	152,728	387,376	368,861
Selling, general and administrative (including stock-based compensation of $89,994 and $9,803 in 2016 and 2015, respectively, and excluding depreciation and amortization shown separately below)	134,132	61,895	229,106	171,884
Costs of products sold	44,277	43,489	90,435	84,856
Depreciation	26,740	25,693	77,391	76,755
Amortization	653	655	1,954	1,970
Loss on disposal of assets	799	1,991	913	4,224
Interest expense	21,276	19,268	61,083	56,949
Interest income	(110)	(62)	(269)	(218)
Loss on debt extinguishment	0	0	2,377	6,557
Other expense (income), net	1,318	400	2,009	(79)
Income before income taxes	177,345	269,204	227,709	274,722
Income tax expense	55,651	92,821	72,850	84,051
Net income	121,694	176,383	154,859	190,671
Less: Net income attributable to noncontrolling interests	(19,212)	(19,083)	(38,425)	(38,165)
Net income attributable to Six Flags Entertainment Corporation	$ 102,482	$ 157,300	$ 116,434	$ 152,506
Earnings Per Share [Abstract]
Weighted-average common shares outstanding — basic:	92,204	93,913	92,538	94,201
Weighted-average common shares outstanding — diluted:	94,155	96,183	94,654	96,616
Net income per average common share outstanding — basic:	$ 1.11	$ 1.67	$ 1.26	$ 1.62
Net income per average common share outstanding — diluted:	1.09	1.64	1.23	1.58
Cash dividends declared per common share	$ 0.58	$ 0.52	$ 1.74	$ 1.56

XML

Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Statement [Abstract]
Stock-based Compensation Expense	$ 89,994	$ 9,803	$ 96,244	$ 36,518

XML

Condensed Consolidation Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended				9 Months Ended
	Sep. 30, 2016		Sep. 30, 2015		Sep. 30, 2016		Sep. 30, 2015
Statement of Comprehensive Income [Abstract]
Net income	$ 121,694		$ 176,383		$ 154,859		$ 190,671
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment (1)	(990)	[1]	(3,760)	[1]	(1,589)	[2]	(7,029)	[2]
Defined benefit retirement plan (2)	133	[3]	123	[3]	435	[4]	408	[4]
Change in cash flow hedging (3)	425	[5]	(519)	[5]	30	[6]	(997)	[6]
Other comprehensive loss, net of tax	(432)		(4,156)		(1,124)		(7,618)
Comprehensive income	121,262		172,227		153,735		183,053
Less: Comprehensive income attributable to noncontrolling interests	(19,212)		(19,083)		(38,425)		(38,165)
Comprehensive income attributable to Six Flags Entertainment Corporation	$ 102,050		$ 153,144		$ 115,310		$ 144,888

[1] Foreign currency translation adjustment is presented net of tax benefit of $0.6 million and $2.0 million for the three months ended September 30, 2016 and September 30, 2015, respectively.

[2] Foreign currency translation adjustment is presented net of tax benefit of $0.9 million and $3.8 million for the nine months ended September 30, 2016 and September 30, 2015, respectively.

[3] Defined benefit retirement plan is presented net of tax expense of $0.1 million for the three months ended September 30, 2016 and September 30, 2015, respectively.

[4] Defined benefit retirement plan is presented net of tax expense of $0.3 million for the nine months ended September 30, 2016 and September 30, 2015, respectively.

[5] Change in cash flow hedging is presented net of tax expense $0.3 million for the three months ended September 30, 2016 and net of tax benefit of $0.4 million for the three months ended September 30, 2015.

[6] Change in cash flow hedging is presented net of nominal tax expense for the nine months ended September 30, 2016 and net of tax benefit of $0.7 million for the nine months ended September 30, 2015.

XML

Condensed Consolidation Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Statement of Comprehensive Income [Abstract]
Foreign currency translation adjustment, tax	$ (534)	$ (2,027)	$ (855)	$ (3,779)
Defined benefit retirement plan, tax	(86)	(82)	(278)	(267)
Change in cash flow hedging, tax	$ 272	$ (339)	$ 20	$ (650)

XML

Condensed Consolidation Statements of Equity (Deficit) - USD ($) $ in Thousands	Total	Common stock	Capital in excess of par value	Accumulated deficit	Accumulated other comprehensive loss
Balances at Dec. 31, 2014	$ 223,895	$ 2,323	$ 983,317	$ (702,116)	$ (59,629)
Balances (in shares) at Dec. 31, 2014		92,937,619
Increase (Decrease) in Stockholders' Equity
Issuance of common stock	24,575	$ 74	24,501
Issuance of common stock		2,904,006
Stock-based compensation	36,518		36,518
Dividends declared to common stockholders	(146,262)			(146,262)
Repurchase of common stock	(123,440)	$ (68)	(20,277)	(103,095)
Repurchase of common stock		(2,712,510)
Employee stock purchase plan	764		764
Employee stock purchase plan		19,584
Fresh start valuation adjustment for SFOG units purchased	272			272
Net income attributable to Six Flags Entertainment Corporation	152,506			152,506
Net other comprehensive loss, net of tax	(7,618)				(7,618)
Balances at Sep. 30, 2015	161,210	$ 2,329	1,024,823	(798,695)	(67,247)
Balances (in shares) at Sep. 30, 2015		93,148,699
Balances at Dec. 31, 2015	24,216	$ 2,289	1,041,710	(953,225)	(66,558)
Balances (in shares) at Dec. 31, 2015		91,550,851
Increase (Decrease) in Stockholders' Equity
Issuance of common stock	24,753	$ 65	24,688
Issuance of common stock		2,625,146
Stock-based compensation	96,244		96,244
Dividends declared to common stockholders	(160,271)			(160,271)
Repurchase of common stock	(119,663)	$ (54)	(16,163)	(103,446)
Repurchase of common stock		(2,154,205)
Employee stock purchase plan	975	$ 1	974
Employee stock purchase plan		19,863
Fresh start valuation adjustment for SFOG units purchased	36			36
Net income attributable to Six Flags Entertainment Corporation	116,434			116,434
Net other comprehensive loss, net of tax	(1,124)				(1,124)
Balances at Sep. 30, 2016	$ (18,400)	$ 2,301	$ 1,147,453	$ (1,100,472)	$ (67,682)
Balances (in shares) at Sep. 30, 2016		92,041,655

XML

Condensed Consolidation Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash flows from operating activities:
Net income	$ 154,859	$ 190,671
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	79,345	78,725
Stock-based compensation	96,244	36,518
Interest accretion on notes payable	322	739
Loss on debt extinguishment	2,377	6,557
Amortization of debt issuance costs	3,331	3,451
Other, including loss on disposal of assets	2,719	4,514
Increase in accounts receivable	(49,458)	(50,113)
Increase in inventories, prepaid expenses and other current assets	(17,260)	(9,452)
Increase in deposits and other assets	(805)	(2,311)
Increase in accounts payable, deferred income, accrued liabilities and other long-term liabilities	49,108	63,880
Decrease in accrued interest payable	(6,252)	(10,487)
Deferred income taxes	60,224	72,717
Net cash provided by operating activities	374,754	385,409
Cash flows from investing activities:
Additions to property and equipment	(101,234)	(91,392)
Property insurance recoveries	320	173
Purchase of identifiable intangible assets	(125)	(29)
Purchase of restricted-use investments, net	(804)	(244)
Proceeds from sale of assets	2,204	163
Net cash used in investing activities	(99,639)	(91,329)
Cash flow from financing activities:
Repayment of borrowings	(333,162)	(702,685)
Proceeds from borrowings	481,000	828,250
Payment of debt issuance costs	(5,737)	(11,898)
Payment of cash dividends	(161,498)	(147,862)
Proceeds from issuance of common stock	25,728	25,339
Stock repurchases	(119,663)	(123,440)
Purchase of redeemable noncontrolling interests	(223)	(1,552)
Payments of Ordinary Dividends, Noncontrolling Interest	19,213	19,082
Net cash used in financing activities	(132,768)	(152,930)
Effect of exchange rate on cash	(3,350)	(4,206)
Net increase in cash and cash equivalents	138,997	136,944
Cash and cash equivalents at beginning of period	99,760	73,884
Cash and cash equivalents at end of period	238,757	210,828
Supplemental cash flow information
Cash paid for interest	63,670	63,246
Cash paid for income taxes	$ 14,000	$ 8,539

XML

General - Basis of Presentation

9 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

General - Basis of Presentation

General — Basis of Presentation

We own and operate regional theme and water parks and are the largest regional theme park operator in the world. Of the 18 parks we currently own or operate, 16 parks are located in the United States, one is located in Mexico City, Mexico and one is located in Montreal, Canada. We are also involved in the development of Six Flags-branded theme parks outside of North America.

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("U.S. GAAP"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed, or omitted, pursuant to the rules and regulations of the SEC.

"Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" contains a discussion of our results of operations and our financial position and should be read in conjunction with the unaudited condensed consolidated financial statements and notes. The 2015 Annual Report includes additional information about us, our operations and our financial position, and should be referred to in conjunction with this Quarterly Report. The information furnished in this Quarterly Report reflects all normal and recurring adjustments that are, in the opinion of management, necessary to present a fair statement of the results for the periods presented.

Results of operations for the nine months ended September 30, 2016 are not indicative of the results expected for the full year. In particular, our park operations contribute a substantial majority of their annual revenue during the period from Memorial Day to Labor Day each year, while expenses are incurred year round.

a. Consolidated U.S. GAAP Presentation

Our accounting policies reflect industry practices and conform to U.S. GAAP.

The unaudited condensed consolidated financial statements include our accounts and the accounts of our wholly owned subsidiaries. We also consolidate the partnerships that own Six Flags Over Texas ("SFOT") and Six Flags Over Georgia (including Six Flags White Water Atlanta) ("SFOG", and together with SFOT, the "Partnership Parks") as subsidiaries in our unaudited condensed consolidated financial statements, as we have determined that we have the power to direct the activities of those entities that most significantly impact the entities' economic performance and we have the obligation to absorb losses and receive benefits from the entities that can be potentially significant to these entities. The equity interests owned by non-affiliated parties in the Partnership Parks are reflected in the accompanying condensed consolidated balance sheets as redeemable noncontrolling interests. See Note 7 for further discussion.

b. Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, including net operating loss and other tax carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. We recorded a valuation allowance of $91.2 million and $88.4 million as of September 30, 2016 and December 31, 2015, respectively, due to uncertainties related to our ability to utilize some of our deferred tax assets, primarily consisting of certain state net operating loss and other tax carryforwards, before they expire. The valuation allowance was based on our estimates of taxable income by jurisdiction in which we operate and the period over which our deferred tax assets were recoverable. Our projected taxable income over the foreseeable future gives us comfort that we will be able to utilize all of our federal net operating loss carryforwards before they expire.

In determining the effective tax rate for interim periods, we consider the expected changes in our valuation allowance from current year originating or reversing timing differences between financial accounting and tax purposes and the taxable income or loss expected for the current year. For interim periods, we also account for the tax effect of significant non-recurring items in the period in which they occur as well as changes in the valuation allowance relating to a change in the assessment of the probability of utilization of the deferred income tax assets.

Our liability for income taxes is finalized as auditable tax years pass their respective statutes of limitations in the various jurisdictions in which we are subject to tax. However, these jurisdictions may audit prior years for which the statute of limitations is closed for the purpose of making an adjustment to our taxable income in a year for which the statute of limitations has not closed. Accordingly, taxing authorities of these jurisdictions may audit prior years of the group and its predecessors for the purpose of adjusting net operating loss carryforwards to years for which the statute of limitations has not closed.

We classify interest and penalties attributable to income taxes as part of income tax expense. As of September 30, 2016 and December 31, 2015, we had no accrued interest and penalties liability.

Because we do not permanently reinvest foreign earnings, United States deferred income taxes have been provided on unremitted foreign earnings to the extent that such foreign earnings are expected to be taxable upon repatriation.

c. Long-Lived Assets

We review long-lived assets, including finite-lived intangible assets subject to amortization, for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the asset or group of assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset or group of assets to the future net cash flows expected to be generated by the asset or group of assets. If such assets are not considered to be fully recoverable, any impairment to be recognized is measured by the amount by which the carrying amount of the asset or group of assets exceeds its respective fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

d. Derivative Instruments and Hedging Activities

We account for derivatives and hedging activities in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 815, Derivatives and Hedging. This accounting guidance establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires an entity to recognize all derivatives as either assets or liabilities in the condensed consolidated balance sheet and measure those instruments at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge for accounting purposes. The accounting for changes in the fair value of a derivative (e.g., gains and losses) depends on the intended use of the derivative and the resulting designation.

We formally document all relationships between hedging instruments and hedged items, as well as our risk-management objective and our strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as cash flow hedges to forecasted transactions. We also assess, both at the hedge's inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items.

Changes in the fair value of a derivative that is effective and that is designated and qualifies as a cash flow hedge are recorded in other comprehensive income (loss) until operations are affected by the variability in cash flows of the designated hedged item, at which point they are reclassified to interest expense. Changes in the fair value of a derivative that is not designated as a hedge are recorded in other income (expense), net in the unaudited condensed consolidated statements of operations on a current basis. See Note 2 for further discussion.

e. Earnings Per Common Share

Basic earnings per common share is computed by dividing net income attributable to Holdings' common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per common share is computed by dividing net income attributable to Holdings' common stockholders by the weighted average number of common shares outstanding during the period and the effect of all dilutive common stock equivalents using the treasury stock method. In periods for which there is a net loss, diluted loss per common share is equal to basic loss per common share, since the effect of including any common stock equivalents would be antidilutive.

The computation of diluted earnings per share included the effect of 1,951,000 and 2,270,000 dilutive stock options and restricted shares and excluded the effect of 960,000 and 781,000 antidilutive stock options for the three months ended September 30, 2016 and September 30, 2015, respectively. The computation of diluted earnings per share included the effect of 2,116,000 and 2,415,000 dilutive stock options and restricted shares and excluded the effect of 656,000 and 657,000 antidilutive stock options for the nine months ended September 30, 2016 and September 30, 2015, respectively.

Earnings per common share for the three and nine months ended September 30, 2016 and September 30, 2015 was calculated as follows:

	Three Months Ended				Nine Months Ended
(Amounts in thousands, except per share data)	September 30, 2016		September 30, 2015		September 30, 2016		September 30, 2015
Net income attributable to Six Flags Entertainment Corporation	$	102,482	$	157,300	$	116,434	$	152,506
Weighted-average common shares outstanding — basic:	92,204		93,913		92,538		94,201
Effect of dilutive stock options and restricted shares	1,951		2,270		2,116		2,415
Weighted-average common shares outstanding — diluted:	94,155		96,183		94,654		96,616
Earnings per share — basic:	$	1.11	$	1.67	$	1.26	$	1.62
Earnings per share — diluted:	$	1.09	$	1.64	$	1.23	$	1.58

f. Stock Benefit Plans

Pursuant to the Six Flags Entertainment Corporation Long-Term Incentive Plan (the "Long-Term Incentive Plan"), Holdings may grant stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, deferred stock units, performance and cash-settled awards and dividend equivalent rights ("DERs") to select employees, officers, directors and consultants of Holdings and its affiliates. In May 2015, our stockholders approved an amendment to the Long-Term Incentive Plan that increased the number of shares available for issuance under the Long-Term Incentive Plan by 5,000,000 shares from 28,133,332 shares to 33,133,332 shares.

We recognize the fair value of each grant as compensation expense on a straight-line basis over the vesting period using the graded vesting terms of the respective grant. The fair value of stock option grants is estimated using the Black-Scholes option pricing valuation model. The fair value of stock, restricted stock units and restricted stock awards is the quoted market price of Holdings' stock on the date of grant.

During the year ended December 31, 2011, a performance award was established based on our target to achieve Modified EBITDA of $500 million by 2015 (the "2015 Performance Award"). "Modified EBITDA” is defined as the Company’s consolidated income from continuing operations: excluding 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. Based on the results of operations for the years ended December 31, 2014 and 2015, the 2015 Performance Award was issued, resulting in the issuance of 1,511,100 shares and 1,314,000 shares, plus associated DERs, in February 2015 and 2016, respectively. During the nine months ended September 30, 2016, we recognized a reduction in stock-based compensation expense of $1.6 million as a result of the decline in the closing market price of Holdings' common stock on the date of issuance in February 2016 relative to December 31, 2015.

During the year ended December 31, 2014, a performance award was established based on our goal to achieve Modified EBITDA of $600 million by 2017 (the "2017 Performance Award"). If the target is achieved in 2017, an aggregate payout under this award to key employees would be approximately 2,400,000 shares but could be more or fewer shares depending on the level of achievement and the timing thereof. For the quarter ended September 30, 2016, it was determined that achievement of the Modified EBITDA performance target is probable by 2017, primarily based on the success of our fall sales campaign for 2017 season passes, memberships and all-season dining pass sales, as well as a growth in deferred revenue along with growth in our business once weather normalized in the second half of the third quarter. As such, in accordance with FASB ASC Topic 718, Stock Compensation, we have accrued $75.7 million, plus an additional $10.1 million for the associated DERs, for stock-based compensation expense related to the 2017 Performance Award as of September 30, 2016. Based on the closing market price of Holdings' common stock on the last trading day of the quarter ended September 30, 2016, the total unrecognized compensation expense related to the 2017 Performance Award was $51.2 million, plus approximately $6.9 million for the associated DERs, that will be expensed over the remaining service period.

During the three and nine months ended September 30, 2016 and September 30, 2015, stock-based compensation expense consisted of the following: 

	Three Months Ended				Nine Months Ended
(Amounts in thousands)	September 30, 2016		September 30, 2015		September 30, 2016		September 30, 2015
Long-Term Incentive Plan	$	89,894	$	9,728	$	95,967	$	36,329
Employee Stock Purchase Plan	100		75		277		189
Total Stock-Based Compensation	$	89,994	$	9,803	$	96,244	$	36,518

As of September 30, 2016, options to purchase approximately 6,070,000 shares of common stock of Holdings and approximately 12,000 shares of restricted stock or restricted stock units were outstanding under the Long-Term Incentive Plan and approximately 2,609,000 shares were available for future grant.

g. Revenue Recognition

We recognize revenue upon admission into our parks, provision of our services or when products are delivered to our guests. Revenues are presented in the accompanying unaudited condensed consolidated statements of operations net of sales taxes collected from our guests and remitted or payable to government taxing authorities. In contrast to our season pass and other multi-use offerings (such as our all-season dining pass program, which enables season pass holders and members to eat lunch and dinner any day they visit the park for one upfront payment) that expire at the end of each operating season, the membership program continues on a month-to-month basis after the initial twelve-month membership term and can be canceled any time after the initial term pursuant to the terms of the membership program. Guests enrolled in the membership program can visit our parks an unlimited number of times anytime they are open as long as the guest remains enrolled in the membership program. For season passes, memberships in the initial twelve-month term and other multi-use admissions, we estimate a redemption rate based on historical experience and other factors and assumptions we believe to be customary and reasonable and recognize a pro-rata portion of the revenue as the guest attends our parks. We review the estimated redemption rate regularly and on an ongoing basis and revise it as necessary throughout the year. Amounts received for multi-use admissions in excess of redemptions are recognized in deferred income. For active memberships after the initial twelve-month term, we recognize revenue monthly as payments are received. As of September 30, 2016, deferred income was primarily comprised of (i) unredeemed season pass and all-season dining pass revenue, (ii) pre-sold single-day admissions revenue for the current operating season, (iii) unredeemed portions of the membership program that will be recognized in 2016 and 2017 and (iv) sponsorship revenue that will primarily be recognized in 2016.

We have entered into multiple agreements to assist third parties in the planning, design, development and operation of Six Flags-branded theme parks outside of North America. Pursuant to these agreements, we provide exclusivity, brand licensing and other services to assist in the design, development and project management of Six Flags-branded theme parks, as well as initial and ongoing management services. Each significant deliverable qualifies as a separate unit of accounting. We recognize revenue under these agreements over the relevant service period of each unit of accounting based on its relative selling price, as determined by our best estimate of selling price. Our best estimate of selling price is established consistent with our overall pricing strategy and includes, but is not limited to, consideration of current market conditions, various risk factors and our required return and profit objectives. We review the service period of each unit of accounting on an ongoing basis and revise it as necessary throughout the year. Revisions to the relevant service periods of the units of accounting may result in revisions to revenue in future periods and are recognized in the period in which the change is identified.

h. Accounts Receivable, Net

Accounts receivable are reported at net realizable value and consist primarily of amounts due from guests for the sale of group outings and multi-use admission products, including season passes and the membership program. We are not exposed to a significant concentration of credit risk, however, based on the age of the receivables, our historical experience and other factors and assumptions we believe to be customary and reasonable, we record an allowance for doubtful accounts. As of September 30, 2016 and December 31, 2015, we have recorded an allowance for doubtful accounts of $6.2 million and $2.4 million, respectively, which is primarily comprised of estimated defaults under our membership plans. To the extent that our membership plans have not been recognized in revenue, the allowance for doubtful accounts recorded against our membership plans is offset with a corresponding reduction in deferred income.

i. Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). The amendments in ASU 2014-09 provide for a single, principles-based model for revenue recognition that replaces the existing revenue recognition guidance. In August 2015, the FASB issued Accounting Standards Updated 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date, to defer the effective date of ASU 2014-09 for one year. Therefore, the new guidance will be effective for annual and interim periods beginning after December 15, 2017 and will replace most existing revenue recognition guidance under U.S. GAAP when it becomes effective. In March and April 2016, the FASB issued Accounting Standards Update No. 2016-08 and No. 2016-10, Revenue from Contracts with Customers (Topic 606) and Principal versus Agent Considerations and Identifying Performance Obligations and Licensing, respectively (together, “ASU 2016-08/10”). The amendments in ASU 2016-08/10 state that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The effective date and transition requirements for the amendments in ASU 2016-08/10 are the same as the effective date and transition requirements in ASU 2015-14. It permits the use of either a retrospective or cumulative effect transition method and early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We have not yet selected a transition method and are in the process of evaluating the effect this standard will have on our consolidated financial statements and related disclosures.

In July 2015, the FASB issued Accounting Standards Update No. 2015-12 (“ASU 2015-12”), Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), and Health and Welfare Benefit Plans (Topic 965). The amendments in Part II: Plan Investment Disclosures of ASU 2015-12 seek to simplify and increase the effectiveness of the required disclosures for investments related to employee benefit plans. The amendments in Part II of ASU 2015-12 will require that investments of employee benefit plans be grouped only by general type, eliminating the need to disaggregate the investments in multiple ways. Part II of ASU 2015-12 is effective for annual periods beginning on or after December 15, 2015, with early application permitted, and should be applied retrospectively for all financial statements presented. We do not anticipate that the adoption of this pronouncement will result in a material impact to our financial position, results of operations or cash flows.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The main amendments in ASU 2016-02 require recognition on the balance sheet of lease assets and lease liabilities by lessees for those leases classified as operating leases. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years, with early application permitted. We have not yet selected a transition method and are in the process of evaluating the effect this standard will have on our consolidated financial statements and related disclosures.

In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). The amendments in ASU 2016-09 intend to improve the accounting for share-based payment transactions as part of the FASB’s simplification initiative. The areas for simplification in ASU 2016-09 involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with early application permitted. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. In conjunction with the adoption of ASU 2016-09, which we plan on adopting in the first quarter of 2017, we anticipate a retrospective adjustment to beginning equity and deferred tax liabilities. Additionally, for periods subsequent to the retrospective adjustment, we anticipate adjustments to previously reported amounts for income tax expense and deferred tax liabilities to account for the recognition of the income tax consequences of share-based payment transactions.

In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"). The amendments in ASU 2016-15 address eight classification issues related to the statement of cash flows:

• debt prepayment or debt extinguishment costs;

• settlement of zero-coupon bonds;

• contingent consideration payments made after a business combination;

• proceeds from the settlement of insurance claims;

• proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies;

• distributions received from equity method investees;

• beneficial interests in securitization transactions; and

• separately identifiable cash flows and application of the predominance principle.

ASU 2016-15 is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods, with early application permitted. An entity should apply ASU 2016-15 using a retrospective transition method to each period presented. We do not anticipate that the adoption of this pronouncement will result in a material impact to the presentation of our statement of cash flows.

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Derivative Financial Instruments

9 Months Ended

Sep. 30, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

Derivative Financial Instruments

In April 2014, we entered into three separate interest rate swap agreements (collectively, the "Interest Rate Swap Agreements") with an aggregate notional amount of $200.0 million to mitigate the risk of an increase in the LIBOR interest rate above the 0.75% minimum LIBOR rate in effect on the Term Loan B. The term of the Interest Rate Swap Agreements began in June 2014 and expires in December 2017. Upon execution, we designated and documented the Interest Rate Swap Agreements as cash flow hedges. The Interest Rate Swap Agreements will continue to mitigate risk in connection with the interest rate for the Amended and Restated Term Loan B (as defined in Note 4).

By utilizing a derivative instrument to hedge our exposure to LIBOR rate changes, we are exposed to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. To mitigate this risk, the hedging instrument is placed with counterparties that we believe pose minimal credit risk. Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates, commodity prices or currency exchange rates. We manage the market risk associated with the Interest Rate Swap Agreements by establishing and monitoring parameters that limit the types and degree of market risk that we may undertake. We hold and issue derivative instruments for risk management purposes only and do not utilize derivatives for trading or speculative purposes.

We record derivative instruments at fair value on our unaudited and audited condensed consolidated balance sheets with the effective portion of all cash flow designated derivatives deferred in other comprehensive income and the ineffective portion, if any, recognized immediately in earnings. Our derivatives are measured on a recurring basis using Level 2 inputs. The fair value measurements of our derivatives are based on market prices that generally are observable for similar assets or liabilities at commonly quoted intervals. Derivative assets and derivative liabilities that have maturity dates equal to or less than twelve months from the balance sheet date are included in prepaid and other current assets and other accrued liabilities, respectively. Derivative assets and derivative liabilities that have maturity dates greater than twelve months from the balance sheet date are included in deposits and other assets and other long-term liabilities, respectively.

Derivative instruments recorded at fair value in our unaudited and audited condensed consolidated balance sheets as of September 30, 2016 and December 31, 2015, respectively, consisted of the following:

	Derivative Liabilities
(Amounts in thousands)	September 30, 2016		December 31, 2015
Derivatives Designated as Cash Flow Hedges
Interest Rate Swap Agreements - Current	$	1,295	$	1,372
Interest Rate Swap Agreements - Noncurrent	253		226
	$	1,548	$	1,598

As of September 30, 2016 and December 31, 2015, we held no derivatives other than derivatives designated as hedging instruments.

Effective changes in the fair value of derivatives that are designated as hedges are recorded in accumulated other comprehensive income ("AOCI") on the condensed consolidated balance sheet when in qualifying relationships and are reclassified to interest expense when the forecasted transaction takes place. Ineffective changes, if any, and changes in the fair value of derivatives that are not designated as hedges are recorded directly in interest expense and other (income) expense, net, respectively.

Gains and losses before taxes on derivatives designated as cash flow hedges included in our unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2016 and September 30, 2015 were as follows:

Three Months Ended September 30, 2016 and September 30, 2015

	Gain (Loss) Recognized in AOCI (Effective Portion)					Loss Reclassified from AOCI into Operations (Effective Portion)						Loss Recognized in Operations on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)
(Amounts in thousands)	2016		2015			2016			2015			2016		2015
Interest Rate Swap Agreements	$	256	$	(1,299	)	$	(441	)	$	(441	)	$	—	$	—
Total	$	256	$	(1,299	)	$	(441	)	$	(441	)	$	—	$	—

Nine Months EndedSeptember 30, 2016 and September 30, 2015

	Loss Recognized in AOCI (Effective Portion)						Loss Reclassified from AOCI into Operations (Effective Portion)						Loss Recognized in Operations on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)
(Amounts in thousands)	2016			2015			2016			2015			2016		2015
Interest Rate Swap Agreements	$	(1,274	)	$	(2,971	)	$	(1,324	)	$	(1,324	)	$	—	$	—
Total	$	(1,274	)	$	(2,971	)	$	(1,324	)	$	(1,324	)	$	—	$	—

As of September 30, 2016, approximately $1.3 million of unrealized losses associated with the Interest Rate Swap Agreements are expected to be reclassified from AOCI to operations during the next twelve months. Transactions and events expected to occur over the next twelve months that will necessitate reclassifying these unrealized losses to operations are the periodic interest payments that are required to be made on the Amended and Restated Term Loan B. For the nine months ended September 30, 2016, no hedge ineffectiveness was recorded for the Interest Rate Swap Agreements.

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Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2016

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. The following table and accompanying information present the estimated fair values and classifications of our financial instruments in accordance with FASB ASC Topic 820, Fair Value Measurement, as of September 30, 2016 and December 31, 2015:

	As of
	September 30, 2016						December 31, 2015
(Amounts in thousands)	Carrying Amount			Fair Value			Carrying Amount			Fair Value
Financial assets (liabilities):
Restricted-use investment securities	$	3,840		$	3,840		$	3,036		$	3,036
Interest Rate Swap Agreements liabilities	(1,548		)	(1,548		)	(1,598		)	(1,598		)
Long-term debt (including current portion)	(1,652,723		)	(1,687,878		)	(1,505,528		)	(1,510,304		)

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

• The carrying values of cash and cash equivalents, accounts receivable, notes receivable, accounts payable and accrued liabilities approximate fair value because of the short maturity of these instruments.

• Restricted-use investment securities consist of interest bearing bank accounts for which their carrying value approximates their fair value because of their short term maturity. The measurement of restricted-use investment securities is considered a Level 2 fair value measurement.

• The measurement of the fair value of derivative assets and liabilities is based on market prices that generally are observable for similar assets and liabilities at commonly quoted intervals and is considered a Level 2 fair value measurement. Derivative assets and liabilities that have maturity dates equal to or less than twelve months from the balance sheet date are included in prepaid and other current assets and other accrued liabilities, respectively. Derivative assets and liabilities that have maturity dates greater than twelve months from the balance sheet date are included in deposits and other assets and other long-term liabilities, respectively. See Note 2 for additional information on our derivative instruments and related Company policies.

• The measurement of the fair value of long-term debt is based on market prices that generally are observable for similar liabilities at commonly quoted intervals and is considered a Level 2 fair value measurement.

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Long-Term Indebtedness

9 Months Ended

Sep. 30, 2016

Debt Disclosure [Abstract]

Long-Term Indebtedness

Long-Term Indebtedness

Credit Facility

On December 20, 2011, we entered into a $1,135.0 million credit agreement (the "2011 Credit Facility") with several lenders including Wells Fargo Bank National Association, as administrative agent, and related loan and security documentation agents. The 2011 Credit Facility was comprised of a 5-year $200.0 million revolving credit loan facility (the "Revolving Loan"), a 5-year $75.0 million Tranche A Term Loan facility ("Term Loan A") and a 7-year $860.0 million Tranche B Term Loan facility ("Term Loan B" and together with the Term Loan A, the "Term Loans"). In certain circumstances, the Term Loan B could be increased by $300.0 million. The proceeds from the $935.0 million Term Loans were used, along with $15.0 million of existing cash, to retire the $950.0 million senior term loan from the prior facility. Interest on the 2011 Credit Facility accrued based on pricing rates corresponding with the senior secured leverage ratios of Six Flags Theme Parks Inc. ("SFTP") as set forth in the credit agreement.

On December 21, 2012, we entered into an amendment to the 2011 Credit Facility (the "2012 Credit Facility Amendment") that among other things, permitted us to (i) issue $800.0 million of senior unsecured notes (see 2021 Notes below), (ii) use $350.0 million of the proceeds of the senior unsecured notes to repay the $72.2 million that was outstanding under the Term Loan A and $277.8 million of the outstanding balance of the Term Loan B, (iii) use the remaining $450.0 million of proceeds for share repurchases and other corporate matters and (iv) reduce the interest rate payable on the Term Loan B by 25 basis points.

On December 23, 2013, we entered into an amendment to the 2011 Credit Facility (the "2013 Credit Facility Amendment") that reduced the overall borrowing rate on the Term Loan B by 50 basis points through (i) a 25 basis point reduction in the applicable margin from 3.00% plus LIBOR to 2.75% plus LIBOR and (ii) a 25 basis point reduction in the minimum LIBOR rate from 1.00% to 0.75%. Additionally, the 2013 Credit Facility Amendment permitted us to use up to $200.0 million of our excess cash on hand, over time, for general corporate purposes, including potential share repurchases.

On June 30, 2015, we amended and restated the 2011 Credit Facility (as amended by the 2012 Credit Facility Amendment and the 2013 Credit Facility Amendment, the "Amended and Restated Credit Facility"). The Amended and Restated Credit Facility is comprised of a $250.0 million revolving credit loan facility (the "Amended and Restated Revolving Loan") and a $700.0 million Tranche B Term Loan facility (the "Amended and Restated Term Loan B"). In connection with entering into the Amended and Restated Credit Facility, we fully repaid the outstanding Term Loan B and we recognized a loss on debt extinguishment of $6.6 million. The remaining proceeds from the Amended and Restated Credit Facility were used for share repurchases and payment of refinancing fees.

On June 16, 2016, we entered into an amendment to the Amended and Restated Credit Facility that reduced the overall borrowing rate on the Amended and Restated Term Loan B by 25 basis points through a reduction in the applicable margin from 2.75% plus LIBOR to 2.50% plus LIBOR. We capitalized $1.0 million of debt issuance costs directly associated with the issuance of this amendment. Additionally, we used $150.0 million of the proceeds from the issuance of the 2024 Notes discussed below to reduce our borrowings under the Amended and Restated Term Loan B and recognized a loss on debt extinguishment of $2.4 million. The paydown of borrowings under the Amended and Restated Term Loan B will eliminate any required quarterly amortization payments thereunder until its final maturity on June 30, 2022.

As of September 30, 2016 and December 31, 2015, no amounts under the Amended and Restated Revolving Loan were outstanding (excluding amounts reserved for letters of credit in the amount of $19.7 million and $20.1 million, respectively). Interest on the Amended and Restated Revolving Loan accrues at an annual rate of LIBOR plus an applicable margin with an unused commitment fee based on our senior secured leverage ratio. As of September 30, 2016, the Amended and Restated Revolving Loan unused commitment fee was 0.375%. The principal amount of the Amended and Restated Revolving Loan is due and payable on June 30, 2020.

As of September 30, 2016 and December 31, 2015, $544.8 million and $696.5 million was outstanding under the Amended and Restated Term Loan B, respectively. Interest on the Amended and Restated Term Loan B accrues at an annual rate of LIBOR plus an applicable margin, with a 0.75% LIBOR floor, based on our consolidated leverage ratio. In April 2014, we entered into the Interest Rate Swap Agreements with a notional amount of $200.0 million to mitigate the risk of an increase in the LIBOR interest rate above the 0.75% minimum LIBOR rate in effect on the Term Loan B. The Interest Rate Swap Agreements continue to mitigate an increase in the LIBOR rate in effect on the Amended and Restated Term Loan B. See Note 2 for further discussion. As of September 30, 2016, the applicable interest rate on the Amended and Restated Term Loan B was 3.31%. The Amended and Restated Term Loan B was payable in equal quarterly installments of $1.8 million, but the $150.0 million prepayment with proceeds from the 2024 Notes discussed below was applied to the quarterly amortization payments and eliminated the future quarterly amortization payments until maturity. The outstanding principal of the Amended and Restated Term Loan B is due and payable on June 30, 2022.

Amounts outstanding under the Amended and Restated Credit Facility are guaranteed by Holdings, Six Flags Operations Inc. ("SFO") and certain of the domestic subsidiaries of SFTP (collectively, the "Loan Parties"). The Amended and Restated Credit Facility is secured by a first priority security interest in substantially all of the assets of the Loan Parties. The Amended and Restated Credit Facility agreement contains certain representations, warranties, affirmative covenants and financial covenants (specifically, (i) a minimum interest coverage covenant and (ii) a maximum senior leverage maintenance covenant). In addition, the Amended and Restated Credit Facility agreement contains restrictive covenants that, subject to certain exceptions, limit or restrict, among other things, the incurrence of indebtedness and liens, fundamental changes, restricted payments, capital expenditures, investments, prepayments of certain indebtedness, transactions with affiliates, changes in fiscal periods, modifications of certain documents, activities of the Company and SFO and hedging agreements, subject, in each case, to certain carve-outs.

2021 Notes and 2024 Notes

On December 21, 2012, Holdings issued $800.0 million of 5.25% senior unsecured notes due January 15, 2021 (the "2021 Notes"). The proceeds from the 2021 Notes were used to repay the $72.2 million that was outstanding under the Term Loan A and to repay $277.8 million of the outstanding balance of the Term Loan B. The remaining proceeds were used for share repurchases. Interest payments of $21.0 million are due semi-annually on January 15 and July 15 (except in 2013 when we only made one interest payment of $22.3 million on July 15 and in 2021 when we will only make one payment of $21.0 million on January 15).

On June 16, 2016, Holdings issued $300.0 million of 4.875% senior unsecured notes due July 31, 2024 (the "2024 Notes"). We capitalized $4.7 million of debt issuance costs directly associated with the issuance of the 2024 Notes. We used approximately $150.0 million of the proceeds from the issuance of the 2024 Notes to reduce our borrowings under the Amended and Restated Term Loan B. We intend to use the remaining net proceeds of the sale of the 2024 Notes for general corporate and working capital purposes, which we expect to primarily include repurchases of our common stock from time to time, subject to compliance with our financing agreements, and to the extent we do not use such net proceeds for that purpose, we may use such amounts for strategic initiatives that we may undertake from time to time. Interest payments of $7.3 million are due semi-annually on January 31 and July 31 of each year, with the exception of the first payment on January 31, 2017, which will be approximately $9.1 million.

The 2021 Notes and 2024 Notes are guaranteed by the Loan Parties. The 2021 Notes and 2024 Notes contain restrictive covenants that, subject to certain exceptions, limit or restrict, among other things, the ability of the Loan Parties to incur additional indebtedness, create liens, engage in mergers, consolidations and other fundamental changes, make investments, engage in transactions with affiliates, pay dividends and repurchase capital stock. The 2021 Notes and 2024 Notes contain certain events of default, including payment, breaches of covenants and representations, cross defaults to other material indebtedness, judgment, and changes of control and bankruptcy events of default.

HWP Refinance Loan

On November 5, 2007, HWP Development LLC ("HWP") entered into a $33.0 million term loan (the "Refinance Loan"). Borrowings under the Refinance Loan bear interest at 6.72%. Monthly payments of principal and interest of $0.2 million are payable through November 1, 2017. On December 1, 2017, all unpaid principal and interest is due and payable. Due to significant early pre-payment penalties under the Refinance Loan, we do not currently intend to pre-pay the Refinance Loan prior to its scheduled maturity. HWP is subject to various covenants under the Refinance Loan that place certain restrictions limiting or prohibiting engaging in certain types of transactions. Pursuant to the Refinance Loan, HWP deposited into escrow $3.8 million and $3.0 million as of September 30, 2016 and December 31, 2015, respectively, and will make additional monthly deposits to cover annual amounts owed for insurance, taxes and furniture, fixture and equipment purchases.

Long-Term Indebtedness Summary

As of September 30, 2016 and December 31, 2015, long-term debt consisted of the following: 

	As of
(Amounts in thousands)	September 30, 2016			December 31, 2015
Amended and Restated Term Loan B	$	544,750		$	696,500
2021 Notes	800,000			800,000
2024 Notes	300,000			—
HWP Refinance Loan	29,255			29,667
Net discount	(2,297		)	(3,281		)
Deferred financing costs	(18,985		)	(17,358		)
Long-term debt and Short-term borrowings	1,652,723			1,505,528
Less current portion	(533		)	(7,506		)
Total long-term debt	$	1,652,190		$	1,498,022

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Accumulated Other Comprehensive Income (Loss)

9 Months Ended

Sep. 30, 2016

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

Changes in the composition of AOCI during the nine months ended September 30, 2016 were as follows:

(Amounts in thousands)	Cumulative Translation Adjustment			Cash Flow Hedges			Defined Benefit Plans			Income Taxes			Accumulated Other Comprehensive Income (Loss)
Balances at December 31, 2015	$	(24,800	)	$	(1,598	)	$	(49,772	)	$	9,612		$	(66,558	)
Amounts reclassified from accumulated other comprehensive income (loss)	—			1,324			713			(794		)	1,243
Current period other comprehensive (loss) income activity	(2,444		)	(1,274		)	—			1,351			(2,367		)
Balances at September 30, 2016	$	(27,244	)	$	(1,548	)	$	(49,059	)	$	10,169		$	(67,682	)

The Company had the following reclassifications out of accumulated other comprehensive income (loss) during the three and nine months ended September 30, 2016 and September 30, 2015:

	Location of Reclassification into Income	Amount of Reclassification from AOCI
		Three Months Ended						Nine Months Ended
Component of AOCI		September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
								(Amounts in thousands)
Amortization of loss on interest rate hedge	Interest expense	$	441		$	441		$	1,324		$	1,324
	Income tax expense	(171		)	(175		)	(516		)	(523		)
	Net of tax	$	270		$	266		$	808		$	801
Amortization of deferred actuarial loss and prior service cost	Operating expenses	$	219		$	205		$	713		$	675
	Income tax expense	(86		)	(82		)	(278		)	(267		)
	Net of tax	$	133		$	123		$	435		$	408
Total reclassifications		$	403		$	389		$	1,243		$	1,209

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2016

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Partnership Parks

On April 1, 1998, we acquired all of the capital stock of the former Six Flags Entertainment Corporation (a corporation that has been merged out of existence and that has always been a separate corporation from Holdings, "Former SFEC") for $976.0 million, paid in cash. In addition to our obligations under outstanding indebtedness and other securities issued or assumed in the Former SFEC acquisition, we also guaranteed certain contractual obligations relating to the Partnership Parks. Specifically, we guaranteed the obligations of the general partners of those partnerships to (i) make minimum annual distributions (including rent) of approximately $68.3 million in 2016 (subject to cost of living adjustments) to the limited partners in the Partnership Parks (based on our ownership of units as of September 30, 2016, our share of the distribution will be approximately $29.8 million) and (ii) make minimum capital expenditures at each of the Partnership Parks during rolling five-year periods, based generally on 6% of the Partnership Parks' revenues. Cash flow from operations at the Partnership Parks is used to satisfy these requirements first, before any funds are required from us. We also guaranteed the obligation of our subsidiaries to annually purchase all outstanding limited partnership units to the extent tendered by the unit holders (the "Partnership Park Put"). The agreed price for units tendered in the Partnership Park Put is based on a valuation of each of the respective Partnership Parks (the "Specified Price") that is the greater of (a) a valuation for each of the respective Partnership Parks derived by multiplying such park's weighted average four year EBITDA (as defined in the agreements that govern the partnerships) by a specified multiple (8.0 in the case of SFOG and 8.5 in the case of SFOT) and (b) a valuation derived from the highest prices previously paid for the units of the Partnership Parks by certain entities. Pursuant to the valuation methodologies described in the preceding sentence, the Specified Price for the Partnership Parks, if determined as of September 30, 2016 is $343.0 million in the case of SFOG and $392.5 million in the case of SFOT. As of September 30, 2016, we owned approximately 31.0% and 53.1% of the Georgia limited partner interests and Texas limited partner interests, respectively. Our obligations with respect to SFOG and SFOT will continue until 2027 and 2028, respectively.

In 2027 and 2028, we will have the option to purchase all remaining units in the Georgia limited partner and the Texas limited partner, respectively, at a price based on the Specified Price, increased by a cost of living adjustment. Pursuant to the 2016 annual offer, we did not purchase any units from the Texas partnership and we purchased 0.065 units from the Georgia partnership for approximately $0.2 million in May 2016. Pursuant to the 2015 annual offer, we did not purchase any units from the Texas partnership and we purchased 0.500 units from the Georgia partnership for approximately $1.6 million in May 2015. As we purchase additional units, we are entitled to a proportionate increase in our share of the minimum annual distributions. The maximum unit purchase obligations for 2017 at both parks will be approximately $420.7 million, representing approximately 69.0% of the outstanding units of SFOG and 46.9% of the outstanding units of SFOT. An additional $350.0 million of the Amended and Restated Term Loan B under the Amended and Restated Credit Facility is available for borrowing for future "put" obligations, if necessary.

In connection with our acquisition of the Former SFEC, we entered into the Subordinated Indemnity Agreement with certain of the Company's entities, Time Warner and an affiliate of Time Warner, pursuant to which, among other things, we transferred to Time Warner (which has guaranteed all of our obligations under the Partnership Park arrangements) record title to the corporations which own the entities that have purchased and will purchase limited partnership units of the Partnership Parks, and we received an assignment from Time Warner of all cash flow received on such limited partnership units, and we otherwise control such entities. In addition, we issued preferred stock of the managing partner of the partnerships to Time Warner. In the event of a default by us under the Subordinated Indemnity Agreement or of our obligations to our partners in the Partnership Parks, these arrangements would permit Time Warner to take full control of both the entities that own limited partnership units and the managing partner. If we satisfy all such obligations, Time Warner is required to transfer to us the entire equity interests of these entities.

We incurred $14.8 million of capital expenditures at these parks during the 2015 season and intend to incur approximately $26.0 million of capital expenditures at these parks for the 2016 season, an amount in excess of the minimum required expenditure. Cash flows from operations at the Partnership Parks will be used to satisfy the annual distribution and capital expenditure requirements, before any funds are required from us. The Partnership Parks generated approximately $79.8 million of cash in 2015 from operating activities after deduction of capital expenditures and excluding the impact of short-term intercompany advances from or payments to Holdings. As of September 30, 2016 and December 31, 2015, we had total loans receivable outstanding of $239.3 million from the partnerships that own the Partnership Parks, primarily to fund the acquisition of Six Flags White Water Atlanta and to make capital improvements and distributions to the limited partners in prior years.

Insurance

We maintain insurance of the types and in amounts that we believe are commercially reasonable and that are available to businesses in our industry. We maintain multi-layered general liability policies that provide for excess liability coverage of up to $100.0 million per occurrence. For incidents arising after November 15, 2003 but prior to December 31, 2008, our self-insured retention is $2.5 million per occurrence ($2.0 million per occurrence for the twelve months ended November 15, 2003 and $1.0 million per occurrence for the twelve months ended November 15, 2002) for our domestic parks and a nominal amount per occurrence for our international parks. For incidents arising after November 1, 2004 but prior to December 31, 2008, we have a one-time additional $0.5 million self-insured retention, in the aggregate, applicable to all claims in the policy year. For incidents arising on or after December 31, 2008, our self-insured retention is $2.0 million, followed by a $0.5 million deductible per occurrence applicable to all claims in the policy year for our domestic parks and our park in Canada and a nominal amount per occurrence for our park in Mexico. Defense costs are in addition to these retentions. Our general liability policies cover the cost of punitive damages only in certain jurisdictions. Based upon reported claims and an estimate for incurred, but not reported claims, we accrue a liability for our self-insured contingencies. For workers' compensation claims arising after November 15, 2003, our deductible is $0.75 million ($0.5 million deductible for the period from November 15, 2001 to November 15, 2003). We also maintain fire and extended coverage, business interruption, terrorism and other forms of insurance typical to businesses in this industry. The all peril property coverage policies insure our real and personal properties (other than land) against physical damage resulting from a variety of hazards. Additionally, we maintain information security and privacy liability insurance in the amount of $10.0 million with a $0.25 million self-insured retention per event.

The majority of our current insurance policies expire on December 31, 2016. We generally renegotiate our insurance policies on an annual basis. We cannot predict the level of the premiums that we may be required to pay for subsequent insurance coverage, the level of any self-insurance retention applicable thereto, the level of aggregate coverage available or the availability of coverage for specific risks.

Litigation

We are party to various legal actions arising in the normal course of business, including the cases discussed below. Matters that are probable of unfavorable outcome to us and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, our estimate of the outcomes of such matters and our experience in contesting, litigating and settling similar matters. None of the actions are believed by management to involve amounts that would be material to our consolidated financial position, results of operations or liquidity after consideration of recorded accruals.

On January 6, 2009, a civil action against us was commenced in the State Court of Cobb County, Georgia. The plaintiff sought damages for personal injuries, including an alleged brain injury, as a result of an altercation with a group of individuals on property adjacent to SFOG on July 3, 2007. Certain of the individuals were employees of the park, but were off-duty and not acting within the course or scope of their employment with SFOG at the time the altercation occurred. The plaintiff, who had exited the park, claimed that we were negligent in our security of the premises. Four of the individuals who allegedly participated in the altercation were also named as defendants in the litigation. Our motion for summary judgment was denied by the trial court on May 19, 2011. Pursuant to the trial that concluded on November 20, 2013, the jury returned a verdict in favor of the plaintiff for $35.0 million. The jury allocated 92% of the verdict against Six Flags and the judgment was entered on February 11, 2014. A notice of appeal was filed on September 19, 2014, which our insurers are pursuing on Six Flags' and the insurers' behalf, and on October 2, 2014, the plaintiff filed a notice of cross appeal. On November 20, 2015, the Georgia Court of Appeals reversed the jury verdict and remanded for a new trial on both liability and damages. On December 16, 2015, the Georgia Court of Appeals denied the parties’ various motions for reconsideration. A petition for writ of certiorari in the Georgia Supreme Court was filed on behalf of Six Flags on January 19, 2016. The Six Flags petition asks the Georgia Supreme Court to grant further review and rule that Six Flags is entitled to judgment as a matter of law without the need for a new trial. On January 19, 2016, the plaintiff also filed a petition for writ of certiorari asking the Georgia Supreme Court to review the Court of Appeals’ reversal of the jury verdict. On September 6, 2016, the Georgia Supreme Court granted both parties' certiorari petitions. We have paid the full amount of our $2.5 million self-insurance retention to our insurers.

On June 27, 2012, Wishtoyo Foundation and its Ventura Coastkeeper program, Los Angeles Coastkeeper d/b/a Santa Monica Baykeeper, and Friends of the Santa Clara River, all non-profit corporations, filed a complaint against Holdings, SFTP and Magic Mountain LLC in the United States District Court for the Central District of California seeking declaratory and injunctive relief and civil penalties under, among others, the Federal Water Pollution Control Act (more commonly known as the Clean Water Act). The plaintiffs alleged that Six Flags Magic Mountain discharged water in violation of its water discharge permits into the Santa Clara River. In January 2015, the parties to the lawsuit entered into a consent decree to settle the lawsuit, and on March 26, 2015, the consent decree was approved and entered by the District Court. In connection with settlement of the lawsuit, we intend to install at Six Flags Magic Mountain an on-site infiltration basin to retain, manage and infiltrate stormwater runoff from the park in certain instances.

On July 3, 2012, a civil action was commenced against us in the Superior Court of Solano County, California. The plaintiffs sought damages for personal injuries when a guest at Six Flags Discovery Kingdom jumped on a swinging gate arm that entered a passing tram carrying the plaintiffs on July 3, 2010. We have previously expensed the full amount of our $2.5 million self-insurance retention plus estimated litigation costs in connection with this incident. On October 24, 2014, the litigation was dismissed without prejudice, with respect to one of the plaintiffs, a minor, who may reinstate the lawsuit at any time prior to 2 years following the date such plaintiff reaches the age of majority. In January 2015, an agreement was reached to settle the lawsuit with the remaining plaintiffs.

On September 12, 2014, a civil action against us was commenced in the Circuit Court of Cook County, Illinois.  The plaintiff sought damages for personal injuries after riding a water slide at Six Flags Great America. In 2015, the venue for the action was transferred to Lake County. Pursuant to the trial that concluded on April 26, 2016, the jury returned a verdict in favor of the plaintiff for $1.5 million. We intend to vigorously challenge the verdict and in May 2016 we filed a post-trial motion to vacate the jury verdict.

On January 7, 2016, a potential class action complaint was filed against Six Flags Entertainment Corporation in the Circuit Court of Lake County, Illinois. On April 22, 2016, Great America, LLC was added as a defendant. The complaint asserts that we violated the Illinois Biometric Information Privacy Act in connection with the admission of season pass holders and members through the finger scan program at Six Flags Great America in Gurnee, Illinois, and seeks statutory damages, attorneys fees and an injunction. The program commenced at the park in the 2014 operating season. The complaint does not allege that any information was misused or disseminated. On June 17, 2016, the court denied our motion to dismiss, and allowed the case to proceed, however we intend to continue to vigorously defend ourselves against this litigation. Since this litigation is still in an early stage, the outcome is currently not determinable and a reasonable estimate of loss or range of loss in excess of the immaterial amount that we have recorded for this litigation cannot be made.

Tax and Other Contingencies

As of September 30, 2016 and December 31, 2015, we had a nominal amount of accrued liabilities for tax and other indemnification contingencies related to certain parks sold in previous years that could be recognized as recovery of losses in the future if such liabilities are not requested to be paid.

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Noncontrolling Interests, Partnerships and Joint Ventures

9 Months Ended

Sep. 30, 2016

Noncontrolling Interest [Abstract]

Noncontrolling Interests, Partnerships and Joint Ventures

Noncontrolling Interests, Partnerships and Joint Ventures

Redeemable Noncontrolling Interests

Redeemable noncontrolling interests represent the non-affiliated parties' share of the assets of the Partnership Parks that are less than wholly-owned: SFOT, SFOG and Six Flags White Water Atlanta, which is owned by the partnership that owns SFOG. As of September 30, 2016 and December 31, 2015, redeemable noncontrolling interests in the Partnership Parks was $454.7 million and $435.7 million, respectively.

The following table presents a rollforward of redeemable noncontrolling interests in the Partnership Parks:

(Amounts in thousands)
Balance at December 31, 2015	$	435,721
Purchase of redeemable units	(223		)
Fresh start accounting fair market value adjustment for purchased units	(36		)
Net income attributable to noncontrolling interests	38,425
Distributions to noncontrolling interests	(19,213		)
Balance at September 30, 2016	$	454,674

See Note 6 for a description of the partnership arrangements applicable to the Partnership Parks, the accounts of which are included in the accompanying unaudited condensed consolidated financial statements. The redemption value of the partnership units as of September 30, 2016 and December 31, 2015 was approximately $420.7 million and $420.9 million, respectively.

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Business Segments

9 Months Ended

Sep. 30, 2016

Segment Reporting [Abstract]

Business Segments

Business Segments

We manage our operations on an individual park location basis, including operations from parks owned, managed and branded. Discrete financial information is maintained for each park and provided to our corporate management for review and as a basis for decision making. The primary performance measure used to allocate resources is Park EBITDA (defined as park-related operating earnings, excluding the impact of interest, taxes, depreciation, amortization and any other non-cash income or expenditures). Primarily all of our parks provide similar products and services through a similar process to the same class of customer through a consistent method. We also believe that the parks share common economic characteristics. Based on these factors, we have only one reportable segment—theme parks.

The following table presents segment financial information and a reconciliation of net income to Park EBITDA. Park level expenses exclude all non-cash operating expenses, principally depreciation and amortization and all non-operating expenses.

	Three Months Ended				Nine Months Ended
(Amounts in thousands)	September 30, 2016		September 30, 2015		September 30, 2016		September 30, 2015
Net income	$	121,694	$	176,383	$	154,859	$	190,671
Interest expense, net	21,166		19,206		60,814		56,731
Income tax expense	55,651		92,821		72,850		84,051
Depreciation and amortization	27,393		26,348		79,345		78,725
Corporate expenses	9,674		18,082		37,366		41,524
Stock-based compensation	89,994		9,803		96,244		36,518
Non-operating park level expense (income), net:
Loss on disposal of assets	799		1,991		913		4,224
Loss on debt extinguishment	—		—		2,377		6,557
Other expense (income), net	1,318		400		2,009		(79		)
Park EBITDA	$	327,689	$	345,034	$	506,777	$	498,922

All of our owned or managed parks are located in the United States with the exception of one park in Mexico City, Mexico and one park in Montreal, Canada. We also have revenue and expenses related to the development of Six Flags-branded theme parks outside of North America. The following information reflects our long-lived assets (which consists of property and equipment and intangible assets), revenues and income before income taxes by domestic and foreign categories as of or for the nine months ended September 30, 2016 and September 30, 2015:

	Domestic		Foreign		Total
2016	(Amounts in thousands)
Long-lived assets	$	2,116,275	$	83,629	$	2,199,904
Revenues	997,854		82,230		1,080,084
Income before income taxes	208,396		19,313		227,709
2015
Long-lived assets	$	2,122,921	$	80,345	$	2,203,266
Revenues	961,492		84,989		1,046,481
Income before income taxes	250,524		24,198		274,722

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Pension Benefits

9 Months Ended

Sep. 30, 2016

Compensation and Retirement Disclosure [Abstract]

Pension Benefits

Pension Benefits

We froze our pension plan effective March 31, 2006, pursuant to which most participants no longer earned future pension benefits. Effective February 16, 2009, the remaining participants in the pension plan no longer earned future benefits. The following summarizes our pension costs during the three and nine months ended September 30, 2016 and September 30, 2015:

	Three Months Ended						Nine Months Ended
(Amounts in thousands)	September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
Service cost	$	600		$	400		$	1,800		$	1,600
Interest cost	2,209			2,258			6,693			6,859
Expected return on plan assets	(3,129		)	(3,364		)	(9,362		)	(10,075		)
Amortization of net actuarial loss	219			205			713			675
Total net periodic benefit	$	(101	)	$	(501	)	$	(156	)	$	(941	)

Weighted-Average Assumptions Used To Determine Net Cost

	Three Months Ended				Nine Months Ended
	September 30, 2016		September 30, 2015		September 30, 2016		September 30, 2015
Discount rate	4.10	%	3.80	%	4.10	%	3.80	%
Rate of compensation increase	N/A		N/A		N/A		N/A
Expected return on plan assets	7.25	%	7.25	%	7.25	%	7.25	%

Employer Contributions

During the nine months ended September 30, 2016 and September 30, 2015, we made pension contributions of $6.0 million.

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Stock Repurchase Plans

9 Months Ended

Sep. 30, 2016

Stock Repurchase Plans

Stock Repurchase Plans

Stock Repurchase Plans

On November 20, 2013, Holdings announced that its Board of Directors approved a new stock repurchase program that permitted Holdings to repurchase up to $500.0 million in shares of Holdings' common stock over a four-year period (the "November 2013 Stock Repurchase Plan"). Holdings utilized the remaining availability under the November 2013 Stock Repurchase Plan in August 2016. Throughout the program, Holdings repurchased 11,428,000 shares at a cumulative price of approximately $500.0 million and an average price per share of $43.75.

On June 7, 2016, Holdings announced that its Board of Directors approved a new stock repurchase program that permits Holdings to repurchase an incremental $500.0 million in shares of Holdings' common stock (the "June 2016 Stock Repurchase Plan"). As of October 21, 2016, Holdings had repurchased 1,202,000 shares at a cumulative price of approximately $65.7 million and an average price per share of $54.68 under the June 2016 Stock Repurchase Plan, leaving approximately $434.3 million available for permitted repurchases.

The timing of share repurchases is limited by the covenants in the Amended and Restated Credit Facility, the 2021 Notes and the 2024 Notes. We will continue to evaluate the share repurchase limits per the covenants on an on-going basis to determine our ability to utilize the remaining amount authorized for share repurchases. See Note 4 for further discussion.

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General - Basis of Presentation (Policies)

9 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Consolidated U.S. GAAP Presentation

Consolidated U.S. GAAP Presentation

Our accounting policies reflect industry practices and conform to U.S. GAAP.

The unaudited condensed consolidated financial statements include our accounts and the accounts of our wholly owned subsidiaries. We also consolidate the partnerships that own Six Flags Over Texas ("SFOT") and Six Flags Over Georgia (including Six Flags White Water Atlanta) ("SFOG", and together with SFOT, the "Partnership Parks") as subsidiaries in our unaudited condensed consolidated financial statements, as we have determined that we have the power to direct the activities of those entities that most significantly impact the entities' economic performance and we have the obligation to absorb losses and receive benefits from the entities that can be potentially significant to these entities.

Income Taxes

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, including net operating loss and other tax carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. We recorded a valuation allowance of $91.2 million and $88.4 million as of September 30, 2016 and December 31, 2015, respectively, due to uncertainties related to our ability to utilize some of our deferred tax assets, primarily consisting of certain state net operating loss and other tax carryforwards, before they expire. The valuation allowance was based on our estimates of taxable income by jurisdiction in which we operate and the period over which our deferred tax assets were recoverable. Our projected taxable income over the foreseeable future gives us comfort that we will be able to utilize all of our federal net operating loss carryforwards before they expire.

In determining the effective tax rate for interim periods, we consider the expected changes in our valuation allowance from current year originating or reversing timing differences between financial accounting and tax purposes and the taxable income or loss expected for the current year. For interim periods, we also account for the tax effect of significant non-recurring items in the period in which they occur as well as changes in the valuation allowance relating to a change in the assessment of the probability of utilization of the deferred income tax assets.

Our liability for income taxes is finalized as auditable tax years pass their respective statutes of limitations in the various jurisdictions in which we are subject to tax. However, these jurisdictions may audit prior years for which the statute of limitations is closed for the purpose of making an adjustment to our taxable income in a year for which the statute of limitations has not closed. Accordingly, taxing authorities of these jurisdictions may audit prior years of the group and its predecessors for the purpose of adjusting net operating loss carryforwards to years for which the statute of limitations has not closed.

We classify interest and penalties attributable to income taxes as part of income tax expense. As of September 30, 2016 and December 31, 2015, we had no accrued interest and penalties liability.

Because we do not permanently reinvest foreign earnings, United States deferred income taxes have been provided on unremitted foreign earnings to the extent that such foreign earnings are expected to be taxable upon repatriation.

Long-Lived Assets

Long-Lived Assets

We review long-lived assets, including finite-lived intangible assets subject to amortization, for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the asset or group of assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset or group of assets to the future net cash flows expected to be generated by the asset or group of assets. If such assets are not considered to be fully recoverable, any impairment to be recognized is measured by the amount by which the carrying amount of the asset or group of assets exceeds its respective fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Derivative Instruments and Hedging Activities

Derivative Instruments and Hedging Activities

We account for derivatives and hedging activities in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 815, Derivatives and Hedging. This accounting guidance establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires an entity to recognize all derivatives as either assets or liabilities in the condensed consolidated balance sheet and measure those instruments at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge for accounting purposes. The accounting for changes in the fair value of a derivative (e.g., gains and losses) depends on the intended use of the derivative and the resulting designation.

We formally document all relationships between hedging instruments and hedged items, as well as our risk-management objective and our strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as cash flow hedges to forecasted transactions. We also assess, both at the hedge's inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items.

Changes in the fair value of a derivative that is effective and that is designated and qualifies as a cash flow hedge are recorded in other comprehensive income (loss) until operations are affected by the variability in cash flows of the designated hedged item, at which point they are reclassified to interest expense. Changes in the fair value of a derivative that is not designated as a hedge are recorded in other income (expense), net in the unaudited condensed consolidated statements of operations on a current basis. See Note 2 for further discussion.

Earnings (Loss) Per Common Share

Earnings Per Common Share

Basic earnings per common share is computed by dividing net income attributable to Holdings' common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per common share is computed by dividing net income attributable to Holdings' common stockholders by the weighted average number of common shares outstanding during the period and the effect of all dilutive common stock equivalents using the treasury stock method. In periods for which there is a net loss, diluted loss per common share is equal to basic loss per common share, since the effect of including any common stock equivalents would be antidilutive.

The computation of diluted earnings per share included the effect of 1,951,000 and 2,270,000 dilutive stock options and restricted shares and excluded the effect of 960,000 and 781,000 antidilutive stock options for the three months ended September 30, 2016 and September 30, 2015, respectively. The computation of diluted earnings per share included the effect of 2,116,000 and 2,415,000 dilutive stock options and restricted shares and excluded the effect of 656,000 and 657,000 antidilutive stock options for the nine months ended September 30, 2016 and September 30, 2015, respectively.

Earnings per common share for the three and nine months ended September 30, 2016 and September 30, 2015 was calculated as follows:

	Three Months Ended				Nine Months Ended
(Amounts in thousands, except per share data)	September 30, 2016		September 30, 2015		September 30, 2016		September 30, 2015
Net income attributable to Six Flags Entertainment Corporation	$	102,482	$	157,300	$	116,434	$	152,506
Weighted-average common shares outstanding — basic:	92,204		93,913		92,538		94,201
Effect of dilutive stock options and restricted shares	1,951		2,270		2,116		2,415
Weighted-average common shares outstanding — diluted:	94,155		96,183		94,654		96,616
Earnings per share — basic:	$	1.11	$	1.67	$	1.26	$	1.62
Earnings per share — diluted:	$	1.09	$	1.64	$	1.23	$	1.58

Stock Benefit Plans

Stock Benefit Plans

Pursuant to the Six Flags Entertainment Corporation Long-Term Incentive Plan (the "Long-Term Incentive Plan"), Holdings may grant stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, deferred stock units, performance and cash-settled awards and dividend equivalent rights ("DERs") to select employees, officers, directors and consultants of Holdings and its affiliates. In May 2015, our stockholders approved an amendment to the Long-Term Incentive Plan that increased the number of shares available for issuance under the Long-Term Incentive Plan by 5,000,000 shares from 28,133,332 shares to 33,133,332 shares.

We recognize the fair value of each grant as compensation expense on a straight-line basis over the vesting period using the graded vesting terms of the respective grant. The fair value of stock option grants is estimated using the Black-Scholes option pricing valuation model. The fair value of stock, restricted stock units and restricted stock awards is the quoted market price of Holdings' stock on the date of grant.

During the year ended December 31, 2011, a performance award was established based on our target to achieve Modified EBITDA of $500 million by 2015 (the "2015 Performance Award"). "Modified EBITDA” is defined as the Company’s consolidated income from continuing operations: excluding 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. Based on the results of operations for the years ended December 31, 2014 and 2015, the 2015 Performance Award was issued, resulting in the issuance of 1,511,100 shares and 1,314,000 shares, plus associated DERs, in February 2015 and 2016, respectively. During the nine months ended September 30, 2016, we recognized a reduction in stock-based compensation expense of $1.6 million as a result of the decline in the closing market price of Holdings' common stock on the date of issuance in February 2016 relative to December 31, 2015.

During the year ended December 31, 2014, a performance award was established based on our goal to achieve Modified EBITDA of $600 million by 2017 (the "2017 Performance Award"). If the target is achieved in 2017, an aggregate payout under this award to key employees would be approximately 2,400,000 shares but could be more or fewer shares depending on the level of achievement and the timing thereof. For the quarter ended September 30, 2016, it was determined that achievement of the Modified EBITDA performance target is probable by 2017, primarily based on the success of our fall sales campaign for 2017 season passes, memberships and all-season dining pass sales, as well as a growth in deferred revenue along with growth in our business once weather normalized in the second half of the third quarter. As such, in accordance with FASB ASC Topic 718, Stock Compensation, we have accrued $75.7 million, plus an additional $10.1 million for the associated DERs, for stock-based compensation expense related to the 2017 Performance Award as of September 30, 2016. Based on the closing market price of Holdings' common stock on the last trading day of the quarter ended September 30, 2016, the total unrecognized compensation expense related to the 2017 Performance Award was $51.2 million, plus approximately $6.9 million for the associated DERs, that will be expensed over the remaining service period.

During the three and nine months ended September 30, 2016 and September 30, 2015, stock-based compensation expense consisted of the following: 

	Three Months Ended				Nine Months Ended
(Amounts in thousands)	September 30, 2016		September 30, 2015		September 30, 2016		September 30, 2015
Long-Term Incentive Plan	$	89,894	$	9,728	$	95,967	$	36,329
Employee Stock Purchase Plan	100		75		277		189
Total Stock-Based Compensation	$	89,994	$	9,803	$	96,244	$	36,518

As of September 30, 2016, options to purchase approximately 6,070,000 shares of common stock of Holdings and approximately 12,000 shares of restricted stock or restricted stock units were outstanding under the Long-Term Incentive Plan and approximately 2,609,000 shares were available for future grant.

Revenue Recognition

Revenue Recognition

We recognize revenue upon admission into our parks, provision of our services or when products are delivered to our guests. Revenues are presented in the accompanying unaudited condensed consolidated statements of operations net of sales taxes collected from our guests and remitted or payable to government taxing authorities. In contrast to our season pass and other multi-use offerings (such as our all-season dining pass program, which enables season pass holders and members to eat lunch and dinner any day they visit the park for one upfront payment) that expire at the end of each operating season, the membership program continues on a month-to-month basis after the initial twelve-month membership term and can be canceled any time after the initial term pursuant to the terms of the membership program. Guests enrolled in the membership program can visit our parks an unlimited number of times anytime they are open as long as the guest remains enrolled in the membership program. For season passes, memberships in the initial twelve-month term and other multi-use admissions, we estimate a redemption rate based on historical experience and other factors and assumptions we believe to be customary and reasonable and recognize a pro-rata portion of the revenue as the guest attends our parks. We review the estimated redemption rate regularly and on an ongoing basis and revise it as necessary throughout the year. Amounts received for multi-use admissions in excess of redemptions are recognized in deferred income. For active memberships after the initial twelve-month term, we recognize revenue monthly as payments are received. As of September 30, 2016, deferred income was primarily comprised of (i) unredeemed season pass and all-season dining pass revenue, (ii) pre-sold single-day admissions revenue for the current operating season, (iii) unredeemed portions of the membership program that will be recognized in 2016 and 2017 and (iv) sponsorship revenue that will primarily be recognized in 2016.

We have entered into multiple agreements to assist third parties in the planning, design, development and operation of Six Flags-branded theme parks outside of North America. Pursuant to these agreements, we provide exclusivity, brand licensing and other services to assist in the design, development and project management of Six Flags-branded theme parks, as well as initial and ongoing management services. Each significant deliverable qualifies as a separate unit of accounting. We recognize revenue under these agreements over the relevant service period of each unit of accounting based on its relative selling price, as determined by our best estimate of selling price. Our best estimate of selling price is established consistent with our overall pricing strategy and includes, but is not limited to, consideration of current market conditions, various risk factors and our required return and profit objectives. We review the service period of each unit of accounting on an ongoing basis and revise it as necessary throughout the year. Revisions to the relevant service periods of the units of accounting may result in revisions to revenue in future periods and are recognized in the period in which the change is identified.

Accounts Receivable, Net

Accounts Receivable, Net

Accounts receivable are reported at net realizable value and consist primarily of amounts due from guests for the sale of group outings and multi-use admission products, including season passes and the membership program. We are not exposed to a significant concentration of credit risk, however, based on the age of the receivables, our historical experience and other factors and assumptions we believe to be customary and reasonable, we record an allowance for doubtful accounts. As of September 30, 2016 and December 31, 2015, we have recorded an allowance for doubtful accounts of $6.2 million and $2.4 million, respectively, which is primarily comprised of estimated defaults under our membership plans. To the extent that our membership plans have not been recognized in revenue, the allowance for doubtful accounts recorded against our membership plans is offset with a corresponding reduction in deferred income.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). The amendments in ASU 2014-09 provide for a single, principles-based model for revenue recognition that replaces the existing revenue recognition guidance. In August 2015, the FASB issued Accounting Standards Updated 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date, to defer the effective date of ASU 2014-09 for one year. Therefore, the new guidance will be effective for annual and interim periods beginning after December 15, 2017 and will replace most existing revenue recognition guidance under U.S. GAAP when it becomes effective. In March and April 2016, the FASB issued Accounting Standards Update No. 2016-08 and No. 2016-10, Revenue from Contracts with Customers (Topic 606) and Principal versus Agent Considerations and Identifying Performance Obligations and Licensing, respectively (together, “ASU 2016-08/10”). The amendments in ASU 2016-08/10 state that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The effective date and transition requirements for the amendments in ASU 2016-08/10 are the same as the effective date and transition requirements in ASU 2015-14. It permits the use of either a retrospective or cumulative effect transition method and early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We have not yet selected a transition method and are in the process of evaluating the effect this standard will have on our consolidated financial statements and related disclosures.

In July 2015, the FASB issued Accounting Standards Update No. 2015-12 (“ASU 2015-12”), Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), and Health and Welfare Benefit Plans (Topic 965). The amendments in Part II: Plan Investment Disclosures of ASU 2015-12 seek to simplify and increase the effectiveness of the required disclosures for investments related to employee benefit plans. The amendments in Part II of ASU 2015-12 will require that investments of employee benefit plans be grouped only by general type, eliminating the need to disaggregate the investments in multiple ways. Part II of ASU 2015-12 is effective for annual periods beginning on or after December 15, 2015, with early application permitted, and should be applied retrospectively for all financial statements presented. We do not anticipate that the adoption of this pronouncement will result in a material impact to our financial position, results of operations or cash flows.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The main amendments in ASU 2016-02 require recognition on the balance sheet of lease assets and lease liabilities by lessees for those leases classified as operating leases. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years, with early application permitted. We have not yet selected a transition method and are in the process of evaluating the effect this standard will have on our consolidated financial statements and related disclosures.

In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). The amendments in ASU 2016-09 intend to improve the accounting for share-based payment transactions as part of the FASB’s simplification initiative. The areas for simplification in ASU 2016-09 involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with early application permitted. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. In conjunction with the adoption of ASU 2016-09, which we plan on adopting in the first quarter of 2017, we anticipate a retrospective adjustment to beginning equity and deferred tax liabilities. Additionally, for periods subsequent to the retrospective adjustment, we anticipate adjustments to previously reported amounts for income tax expense and deferred tax liabilities to account for the recognition of the income tax consequences of share-based payment transactions.

In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"). The amendments in ASU 2016-15 address eight classification issues related to the statement of cash flows:

• debt prepayment or debt extinguishment costs;

• settlement of zero-coupon bonds;

• contingent consideration payments made after a business combination;

• proceeds from the settlement of insurance claims;

• proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies;

• distributions received from equity method investees;

• beneficial interests in securitization transactions; and

• separately identifiable cash flows and application of the predominance principle.

ASU 2016-15 is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods, with early application permitted. An entity should apply ASU 2016-15 using a retrospective transition method to each period presented. We do not anticipate that the adoption of this pronouncement will result in a material impact to the presentation of our statement of cash flows.

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General - Basis of Presentation (Tables)

9 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

Earnings per common share for the three and nine months ended September 30, 2016 and September 30, 2015 was calculated as follows:

	Three Months Ended				Nine Months Ended
(Amounts in thousands, except per share data)	September 30, 2016		September 30, 2015		September 30, 2016		September 30, 2015
Net income attributable to Six Flags Entertainment Corporation	$	102,482	$	157,300	$	116,434	$	152,506
Weighted-average common shares outstanding — basic:	92,204		93,913		92,538		94,201
Effect of dilutive stock options and restricted shares	1,951		2,270		2,116		2,415
Weighted-average common shares outstanding — diluted:	94,155		96,183		94,654		96,616
Earnings per share — basic:	$	1.11	$	1.67	$	1.26	$	1.62
Earnings per share — diluted:	$	1.09	$	1.64	$	1.23	$	1.58

Allocation of Share-based Compensation Costs by Plan

During the three and nine months ended September 30, 2016 and September 30, 2015, stock-based compensation expense consisted of the following: 

	Three Months Ended				Nine Months Ended
(Amounts in thousands)	September 30, 2016		September 30, 2015		September 30, 2016		September 30, 2015
Long-Term Incentive Plan	$	89,894	$	9,728	$	95,967	$	36,329
Employee Stock Purchase Plan	100		75		277		189
Total Stock-Based Compensation	$	89,994	$	9,803	$	96,244	$	36,518

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Derivative Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

Derivative instruments recorded at fair value in our unaudited and audited condensed consolidated balance sheets as of September 30, 2016 and December 31, 2015, respectively, consisted of the following:

	Derivative Liabilities
(Amounts in thousands)	September 30, 2016		December 31, 2015
Derivatives Designated as Cash Flow Hedges
Interest Rate Swap Agreements - Current	$	1,295	$	1,372
Interest Rate Swap Agreements - Noncurrent	253		226
	$	1,548	$	1,598

Schedule of Derivative Instruments, Gain (Loss)

Gains and losses before taxes on derivatives designated as cash flow hedges included in our unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2016 and September 30, 2015 were as follows:

Three Months Ended September 30, 2016 and September 30, 2015

	Gain (Loss) Recognized in AOCI (Effective Portion)					Loss Reclassified from AOCI into Operations (Effective Portion)						Loss Recognized in Operations on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)
(Amounts in thousands)	2016		2015			2016			2015			2016		2015
Interest Rate Swap Agreements	$	256	$	(1,299	)	$	(441	)	$	(441	)	$	—	$	—
Total	$	256	$	(1,299	)	$	(441	)	$	(441	)	$	—	$	—

Nine Months EndedSeptember 30, 2016 and September 30, 2015

	Loss Recognized in AOCI (Effective Portion)						Loss Reclassified from AOCI into Operations (Effective Portion)						Loss Recognized in Operations on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)
(Amounts in thousands)	2016			2015			2016			2015			2016		2015
Interest Rate Swap Agreements	$	(1,274	)	$	(2,971	)	$	(1,324	)	$	(1,324	)	$	—	$	—
Total	$	(1,274	)	$	(2,971	)	$	(1,324	)	$	(1,324	)	$	—	$	—

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Fair Value of Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2016

Fair Value Disclosures [Abstract]

Schedule of Fair Value, by Balance Sheet Grouping

The following table and accompanying information present the estimated fair values and classifications of our financial instruments in accordance with FASB ASC Topic 820, Fair Value Measurement, as of September 30, 2016 and December 31, 2015:

	As of
	September 30, 2016						December 31, 2015
(Amounts in thousands)	Carrying Amount			Fair Value			Carrying Amount			Fair Value
Financial assets (liabilities):
Restricted-use investment securities	$	3,840		$	3,840		$	3,036		$	3,036
Interest Rate Swap Agreements liabilities	(1,548		)	(1,548		)	(1,598		)	(1,598		)
Long-term debt (including current portion)	(1,652,723		)	(1,687,878		)	(1,505,528		)	(1,510,304		)

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Long-Term Indebtedness (Tables)

9 Months Ended

Sep. 30, 2016

Debt Disclosure [Abstract]

Schedule of long-term debt

As of September 30, 2016 and December 31, 2015, long-term debt consisted of the following: 

	As of
(Amounts in thousands)	September 30, 2016			December 31, 2015
Amended and Restated Term Loan B	$	544,750		$	696,500
2021 Notes	800,000			800,000
2024 Notes	300,000			—
HWP Refinance Loan	29,255			29,667
Net discount	(2,297		)	(3,281		)
Deferred financing costs	(18,985		)	(17,358		)
Long-term debt and Short-term borrowings	1,652,723			1,505,528
Less current portion	(533		)	(7,506		)
Total long-term debt	$	1,652,190		$	1,498,022

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Accumulated Other Comprehensive Income (Loss) (Tables)

9 Months Ended

Sep. 30, 2016

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of components of AOCI

Changes in the composition of AOCI during the nine months ended September 30, 2016 were as follows:

(Amounts in thousands)	Cumulative Translation Adjustment			Cash Flow Hedges			Defined Benefit Plans			Income Taxes			Accumulated Other Comprehensive Income (Loss)
Balances at December 31, 2015	$	(24,800	)	$	(1,598	)	$	(49,772	)	$	9,612		$	(66,558	)
Amounts reclassified from accumulated other comprehensive income (loss)	—			1,324			713			(794		)	1,243
Current period other comprehensive (loss) income activity	(2,444		)	(1,274		)	—			1,351			(2,367		)
Balances at September 30, 2016	$	(27,244	)	$	(1,548	)	$	(49,059	)	$	10,169		$	(67,682	)

Schedule of reclassifications out of accumulated other comprehensive income (loss)

The Company had the following reclassifications out of accumulated other comprehensive income (loss) during the three and nine months ended September 30, 2016 and September 30, 2015:

	Location of Reclassification into Income	Amount of Reclassification from AOCI
		Three Months Ended						Nine Months Ended
Component of AOCI		September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
								(Amounts in thousands)
Amortization of loss on interest rate hedge	Interest expense	$	441		$	441		$	1,324		$	1,324
	Income tax expense	(171		)	(175		)	(516		)	(523		)
	Net of tax	$	270		$	266		$	808		$	801
Amortization of deferred actuarial loss and prior service cost	Operating expenses	$	219		$	205		$	713		$	675
	Income tax expense	(86		)	(82		)	(278		)	(267		)
	Net of tax	$	133		$	123		$	435		$	408
Total reclassifications		$	403		$	389		$	1,243		$	1,209

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Noncontrolling Interests, Partnerships and Joint Ventures (Tables)

9 Months Ended

Sep. 30, 2016

Noncontrolling Interest [Abstract]

Redeemable Noncontrolling Interest

The following table presents a rollforward of redeemable noncontrolling interests in the Partnership Parks:

(Amounts in thousands)
Balance at December 31, 2015	$	435,721
Purchase of redeemable units	(223		)
Fresh start accounting fair market value adjustment for purchased units	(36		)
Net income attributable to noncontrolling interests	38,425
Distributions to noncontrolling interests	(19,213		)
Balance at September 30, 2016	$	454,674

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Business Segments (Tables)

9 Months Ended

Sep. 30, 2016

Segment Reconciliation [Abstract]

Reconciliation of Operating Profit (Loss) from Segments to Consolidated

The following table presents segment financial information and a reconciliation of net income to Park EBITDA. Park level expenses exclude all non-cash operating expenses, principally depreciation and amortization and all non-operating expenses.

	Three Months Ended				Nine Months Ended
(Amounts in thousands)	September 30, 2016		September 30, 2015		September 30, 2016		September 30, 2015
Net income	$	121,694	$	176,383	$	154,859	$	190,671
Interest expense, net	21,166		19,206		60,814		56,731
Income tax expense	55,651		92,821		72,850		84,051
Depreciation and amortization	27,393		26,348		79,345		78,725
Corporate expenses	9,674		18,082		37,366		41,524
Stock-based compensation	89,994		9,803		96,244		36,518
Non-operating park level expense (income), net:
Loss on disposal of assets	799		1,991		913		4,224
Loss on debt extinguishment	—		—		2,377		6,557
Other expense (income), net	1,318		400		2,009		(79		)
Park EBITDA	$	327,689	$	345,034	$	506,777	$	498,922

Segments, Geographical Areas [Abstract]

Schedule of information reflecting long-lived assets, revenues and income before income taxes by domestic and foreign categories

The following information reflects our long-lived assets (which consists of property and equipment and intangible assets), revenues and income before income taxes by domestic and foreign categories as of or for the nine months ended September 30, 2016 and September 30, 2015:

	Domestic		Foreign		Total
2016	(Amounts in thousands)
Long-lived assets	$	2,116,275	$	83,629	$	2,199,904
Revenues	997,854		82,230		1,080,084
Income before income taxes	208,396		19,313		227,709
2015
Long-lived assets	$	2,122,921	$	80,345	$	2,203,266
Revenues	961,492		84,989		1,046,481
Income before income taxes	250,524		24,198		274,722

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Pension Benefits (Tables)

9 Months Ended

Sep. 30, 2016

Compensation and Retirement Disclosure [Abstract]

Summary of pension costs

The following summarizes our pension costs during the three and nine months ended September 30, 2016 and September 30, 2015:

	Three Months Ended						Nine Months Ended
(Amounts in thousands)	September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
Service cost	$	600		$	400		$	1,800		$	1,600
Interest cost	2,209			2,258			6,693			6,859
Expected return on plan assets	(3,129		)	(3,364		)	(9,362		)	(10,075		)
Amortization of net actuarial loss	219			205			713			675
Total net periodic benefit	$	(101	)	$	(501	)	$	(156	)	$	(941	)

Schedule of weighted average assumptions used to determine net cost

Weighted-Average Assumptions Used To Determine Net Cost

	Three Months Ended				Nine Months Ended
	September 30, 2016		September 30, 2015		September 30, 2016		September 30, 2015
Discount rate	4.10	%	3.80	%	4.10	%	3.80	%
Rate of compensation increase	N/A		N/A		N/A		N/A
Expected return on plan assets	7.25	%	7.25	%	7.25	%	7.25	%

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General - Basis of Presentation (Details) $ / shares in Units, shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016 USD ($) park $ / shares shares	Sep. 30, 2015 USD ($) $ / shares shares	Sep. 30, 2016 USD ($) park $ / shares shares	Sep. 30, 2015 USD ($) $ / shares shares	Dec. 31, 2015 USD ($)
Organization, Consolidation and Presentation of Financial Statements
Number of parks owned or operated | park	18		18
Income Taxes
Valuation allowance | $	$ 91,200,000		$ 91,200,000		$ 88,400,000
Accrued interest and penalties, income taxes | $	0		0		0
Earnings Per Share, Basic and Diluted [Abstract]
Net income attributable to Six Flags Entertainment Corporation | $	$ 102,482,000	$ 157,300,000	$ 116,434,000	$ 152,506,000
Weighted Average Number of Shares Outstanding Reconciliation [Abstract]
Weighted-average common shares outstanding — basic: | shares	92,204	93,913	92,538	94,201
Effect of dilutive stock options and restricted shares | shares	1,951	2,270	2,116	2,415
Weighted-average common shares outstanding — diluted: | shares	94,155	96,183	94,654	96,616
Earnings per share — basic: | $ / shares	$ 1.11	$ 1.67	$ 1.26	$ 1.62
Earnings per share — diluted: | $ / shares	$ 1.09	$ 1.64	$ 1.23	$ 1.58
Antidilutive stock options excluded from computation of diluted shares outstanding (in shares) | shares	960	781	656	657
Accounts Receivable, Net
Allowance for doubtful accounts | $	$ 6,200,000		$ 6,200,000		$ 2,400,000
United States
Organization, Consolidation and Presentation of Financial Statements
Number of parks owned or operated | park	16		16
Mexico
Organization, Consolidation and Presentation of Financial Statements
Number of parks owned or operated | park	1		1
Canada
Organization, Consolidation and Presentation of Financial Statements
Number of parks owned or operated | park	1		1

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General - Basis of Presentation (Details 2) - USD ($)	1 Months Ended			3 Months Ended		9 Months Ended		12 Months Ended
	Feb. 29, 2016	May 31, 2015	Feb. 28, 2015	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2014	Dec. 31, 2011	May 06, 2015	May 02, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Payment Award, Number of Additional Shares Authorized		5,000,000
Share-based Payment Award, Number of Shares Authorized										33,133,332	28,133,332
Stock-based Compensation Expense				$ (89,994,000)	$ (9,803,000)	$ (96,244,000)	$ (36,518,000)
Share-based Payment Award, Options, Outstanding, Number				6,070,000		6,070,000
Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number				12,000		12,000
Share-based Payment Award, Number of Shares Available for Grant				2,609,000		2,609,000
Employee Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based Compensation Expense				$ (100,000)	(75,000)	$ (277,000)	(189,000)
Long Term Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based Compensation Expense				(89,894,000)	$ (9,728,000)	(95,967,000)	$ (36,329,000)
Long Term Incentive Plan [Member] | Performance Award 2015 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Based Payment Award, Other than Options, Modified EBITDA Performance Target									$ 500,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period	1,314,000		1,511,100
Stock-based Compensation Expense						1,600,000
Long Term Incentive Plan [Member] | Performance Award 2017 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Based Payment Award, Other than Options, Modified EBITDA Performance Target								$ 600,000,000
Share Based Compensation Arrangement by Share Based Payment Award, Equity Instruments Other than Options, Potential Grants Based on Performance Criteria								2,400,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options				51,200,000		51,200,000
Stock-based Compensation Expense						(75,700,000)
Long Term Incentive Plan [Member] | Dividend Equivalent Rights, Performance Award 2017 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options				$ 6,900,000		6,900,000
Stock-based Compensation Expense						$ (10,100,000)

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Derivative Financial Instruments (Details)			3 Months Ended		9 Months Ended
	Jun. 16, 2016	Dec. 23, 2013	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Dec. 31, 2015 USD ($)	Apr. 30, 2014 USD ($)
Derivative Liability [Abstract]
Other Derivatives Not Designated as Hedging Instruments at Fair Value, Net			$ 0		$ 0		$ 0
Gain (Loss) Recognized in AOCI (Effective Portion)			256,000	$ (1,299,000)	(1,274,000)	$ (2,971,000)
Loss Reclassified from AOCI into Operations (Effective Portion)			(441,000)	(441,000)	(1,324,000)	(1,324,000)
Loss Recognized in Operations on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)			0	0	0	0
Net deferred losses on derivative instruments expected to be reclassified to operations during the next twelve months			1,300,000		1,300,000
Interest Rate Swap [Member]
Derivatives
Number of Interest Rate Derivatives Held								3
Derivative, Notional Amount								$ 200,000,000.0
Derivative Liability [Abstract]
Gain (Loss) Recognized in AOCI (Effective Portion)			256,000	(1,299,000)	(1,274,000)	(2,971,000)
Loss Reclassified from AOCI into Operations (Effective Portion)			(441,000)	(441,000)	(1,324,000)	(1,324,000)
Loss Recognized in Operations on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)			0	$ 0	0	$ 0
Interest Rate Swap [Member] | Designated as Hedging Instrument [Member]
Derivative Liability [Abstract]
Derivative Liability, Current			1,295,000		1,295,000		1,372,000
Derivative Liability, Noncurrent			253,000		253,000		226,000
Derivative Liability			$ 1,548,000		$ 1,548,000		$ 1,598,000
Credit Facility 2011 - Term Loan B, As Amended 2013 [Member]
Derivatives
Debt Instrument, Description of Variable Rate Basis	LIBOR	LIBOR
Debt Instrument, Variable Rate Basis Floor	0.75%	0.75%

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Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Fair value measurements and disclosures
Restricted-use investment securities	$ 3,840	$ 3,036
Long-term debt (including current portion)	(1,652,723)	(1,505,528)
Reported Value Measurement [Member]
Fair value measurements and disclosures
Restricted-use investment securities	3,840	3,036
Interest Rate Swap Agreements liabilities	(1,548)	(1,598)
Long-term debt (including current portion)	(1,652,723)	(1,505,528)
Estimate of Fair Value Measurement [Member]
Fair value measurements and disclosures
Restricted-use investment securities	3,840	3,036
Interest Rate Swap Agreements liabilities	(1,548)	(1,598)
Long-term debt (including current portion)	$ (1,687,878)	$ (1,510,304)

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Long-Term Indebtedness (Details) - USD ($)									3 Months Ended		9 Months Ended
	Jan. 15, 2021	Jan. 31, 2017	Jun. 16, 2016	Dec. 23, 2013	Jul. 15, 2013	Dec. 21, 2012	Dec. 20, 2011	Nov. 05, 2007	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015	Apr. 30, 2014
Summary of Long-term debt
Existing Cash Used To Retire Long-Term Debt							$ 15,000,000
Loss on debt extinguishment									$ 0	$ 0	$ (2,377,000)	$ (6,557,000)
Payments of Debt Issuance Costs											5,737,000	11,898,000
Restricted Investments, Noncurrent									3,840,000		3,840,000		$ 3,036,000
Interest Rate Swap [Member]
Summary of Long-term debt
Derivative, Notional Amount														$ 200,000,000.0
Credit Facility Amendment 2013 [Member]
Summary of Long-term debt
Excess Cash Available for General Corporate Purposes				$ 200,000,000
Credit Facility 2011 [Member]
Summary of Long-term debt
Debt Instrument, Face Amount							$ 1,135,000,000.0
Credit Facility 2011 - Revolving Loan [Member]
Summary of Long-term debt
Debt Instrument, Term							5 years
Line of Credit Facility, Maximum Borrowing Capacity							$ 200,000,000.0
Credit Facility 2011 - Term Loans [Member]
Summary of Long-term debt
Proceeds from Issuance of Debt Utilized for Extinguishment of Existing Debt Instruments							935,000,000.0
Credit Facility 2011 - Term Loan A [Member]
Summary of Long-term debt
Debt Instrument, Face Amount							$ 75,000,000.0
Debt Instrument, Term							5 years
Extinguishment of Debt, Amount						$ 72,200,000
Credit Facility 2011 - Term Loan B [Member]
Summary of Long-term debt
Debt Instrument, Face Amount							$ 860,000,000.0
Debt Instrument, Term							7 years
Line of Credit Facility, Additional Contingent Borrowing Capacity							$ 300,000,000
Extinguishment of Debt, Amount						$ 277,800,000
Debt Instrument, Basis Spread on Variable Rate							3.00%
Debt Instrument, Description of Variable Rate Basis							LIBOR
Interest rate, variable interest rate floor (as a percent)							1.00%
Debt Instrument, Interest Rate, Effective Percentage													3.50%
Credit Facility 2011 - Term Loan B [Member] | Credit Facility Amendment 2012 [Member]
Summary of Long-term debt
Debt Amendment, Interest Rate Reduction						0.25%
Credit Facility 2011 - Term Loan B [Member] | Credit Facility Amendment 2013 [Member]
Summary of Long-term debt
Debt Amendment, Interest Rate Reduction				0.50%
Credit Facility 2011 - Term Loan B [Member] | Credit Facility Amendment 2013 [Member] | Variable Rate Basis Spread [Member]
Summary of Long-term debt
Debt Amendment, Interest Rate Reduction				0.25%
Credit Facility 2011 - Term Loan B [Member] | Credit Facility Amendment 2013 [Member] | LIBOR Floor [Member]
Summary of Long-term debt
Debt Amendment, Interest Rate Reduction				0.25%
Credit Facility 2011 - Term Loan B, As Amended 2013 [Member]
Summary of Long-term debt
Extinguishment of Debt, Amount			$ 150,000,000
Debt Instrument, Basis Spread on Variable Rate				2.75%
Debt Instrument, Description of Variable Rate Basis			LIBOR	LIBOR
Interest rate, variable interest rate floor (as a percent)			0.75%	0.75%
Credit Facility 2011 - Term Loan B, As Amended 2013 [Member] | Credit Facility Amendment 2016 [Member] | Variable Rate Basis Spread [Member]
Summary of Long-term debt
Debt Amendment, Interest Rate Reduction			0.25%
Credit Facility 2011 - Term Loan B, As Amended 2016 [Member]
Summary of Long-term debt
Debt Instrument, Basis Spread on Variable Rate			2.50%
Debt Instrument, Description of Variable Rate Basis			LIBOR
Payments of Debt Issuance Costs			$ 1,000,000
Amended and Restated Revolving Loan [Member]
Summary of Long-term debt
Line of Credit Facility, Maximum Borrowing Capacity										250,000,000.0		$ 250,000,000.0
Debt Instrument, Description of Variable Rate Basis			LIBOR
Long-term Line of Credit									0		0		$ 0
Letters of Credit Outstanding, Amount									19,700,000		$ 19,700,000		20,100,000
Debt Instrument, Frequency of Periodic Payment			annual
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage											0.375%	0.375%
Amended and Restated Term Loan B [Member]
Summary of Long-term debt
Debt Instrument, Face Amount										$ 700,000,000.0		$ 700,000,000.0
Line of Credit Facility, Additional Contingent Borrowing Capacity									350,000,000.0		$ 350,000,000.0
Debt Instrument, Description of Variable Rate Basis			LIBOR
Interest rate, variable interest rate floor (as a percent)			0.75%
Debt Instrument, Frequency of Periodic Payment			annual	quarterly
Long-term Debt, Gross									$ 544,750,000		$ 544,750,000		696,500,000
Debt Instrument, Interest Rate, Effective Percentage									3.31%		3.31%
Debt Instrument, Periodic Payment											$ 1,800,000
Senior Unsecured 2021 Notes [Member]
Summary of Long-term debt
Debt Instrument, Face Amount						$ 800,000,000.0
Proceeds from Issuance of Debt Utilized for Extinguishment of Existing Debt Instruments						350,000,000
Proceeds from Issuance of Debt Utilized for Share Repurchases and Other Corporate Matters						$ 450,000,000
Debt Instrument, Frequency of Periodic Payment						semi-annual
Long-term Debt, Gross									$ 800,000,000		800,000,000		800,000,000
Debt Instrument, Interest Rate, Stated Percentage						5.25%
Periodic payment of interest					$ 22,300,000	$ 21,000,000
Senior Unsecured 2021 Notes [Member] | Scenario, Forecast [Member]
Summary of Long-term debt
Periodic payment of interest	$ 21,000,000
Senior Unsecured 2024 Notes [Member]
Summary of Long-term debt
Debt Instrument, Face Amount			$ 300,000,000.0
Extinguishment of Debt, Amount			150,000,000
Payments of Debt Issuance Costs			$ 4,700,000
Debt Instrument, Frequency of Periodic Payment			semi-annually
Long-term Debt, Gross									300,000,000		300,000,000		0
Debt Instrument, Interest Rate, Stated Percentage			4.875%
Periodic payment of interest			$ 7,300,000
Senior Unsecured 2024 Notes [Member] | Scenario, Forecast [Member]
Summary of Long-term debt
Periodic payment of interest		$ 9,100,000
HWP Refinance Loan [Member]
Summary of Long-term debt
Debt Instrument, Face Amount								$ 33,000,000.0
Debt Instrument, Frequency of Periodic Payment								Monthly
Long-term Debt, Gross									29,255,000		29,255,000		29,667,000
Debt Instrument, Periodic Payment								$ 200,000
Restricted Investments, Noncurrent									$ 3,840,000		$ 3,840,000		$ 3,036,000
Debt Instrument, Interest Rate, Stated Percentage								6.72%
Old Debt - First Lien Amendment [Member]
Summary of Long-term debt
Extinguishment of Debt, Amount							$ 950,000,000

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Long-Term Indebtedness (Details 2) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Summary of Long-term debt
Net discount	$ (2,297)	$ (3,281)
Deferred financing costs	(4,487)	(5,386)
Long-term debt and Short-term borrowings	1,652,723	1,505,528
Less current portion	(533)	(7,506)
Total long-term debt	1,652,190	1,498,022
Amended and Restated Term Loan B [Member]
Summary of Long-term debt
Long-term debt	544,750	696,500
Senior Unsecured 2021 Notes [Member]
Summary of Long-term debt
Long-term debt	800,000	800,000
Senior Unsecured 2024 Notes [Member]
Summary of Long-term debt
Long-term debt	300,000	0
HWP Refinance Loan [Member]
Summary of Long-term debt
Long-term debt	29,255	29,667
Amended and Restated Term Loan B and Senior Unsecured 2021 Notes [Member]
Summary of Long-term debt
Deferred financing costs		$ (17,358)
Amended and Restated Term Loan B, Senior Unsecured 2021 and Senior Unsecured 2024 Notes [Member]
Summary of Long-term debt
Deferred financing costs	$ (18,985)

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Accumulated Other Comprehensive Income (Loss) (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2016 USD ($)
Accumulated other comprehensive loss, tax
Accumulated other comprehensive loss at the beginning of the period	$ 9,612
Amounts reclassified from accumulated other comprehensive income (loss)	(794)
Current-period other comprehensive income (loss) activity	1,351
Accumulated other comprehensive loss at the end of the period	10,169
Accumulated other comprehensive loss, net of tax
Accumulated other comprehensive loss at the beginning of the period	(66,558)
Amounts reclassified from accumulated other comprehensive income (loss)	1,243
Current-period other comprehensive income (loss) activity	(2,367)
Accumulated other comprehensive loss at the end of the period	(67,682)
Cumulative Translation Adjustment [Member]
Accumulated other comprehensive loss, before tax
Accumulated other comprehensive loss at the beginning of the period	(24,800)
Amounts reclassified from accumulated other comprehensive income (loss)	0
Current-period other comprehensive income (loss) activity	(2,444)
Accumulated other comprehensive loss at the end of the period	(27,244)
Cash Flow Hedges [Member]
Accumulated other comprehensive loss, before tax
Accumulated other comprehensive loss at the beginning of the period	(1,598)
Amounts reclassified from accumulated other comprehensive income (loss)	1,324
Current-period other comprehensive income (loss) activity	(1,274)
Accumulated other comprehensive loss at the end of the period	(1,548)
Defined Benefit Plans [Member]
Accumulated other comprehensive loss, before tax
Accumulated other comprehensive loss at the beginning of the period	(49,772)
Amounts reclassified from accumulated other comprehensive income (loss)	713
Current-period other comprehensive income (loss) activity	0
Accumulated other comprehensive loss at the end of the period	$ (49,059)

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Accumulated Other Comprehensive Income (Loss) (Details 2) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Reclassifications out of accumulated other comprehensive income (loss):
Interest expense	$ (21,276)	$ (19,268)	$ (61,083)	$ (56,949)
Income tax expense	(55,651)	(92,821)	(72,850)	(84,051)
Total reclassifications			1,243
Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassifications out of accumulated other comprehensive income (loss):
Total reclassifications	403	389	1,243	1,209
Amortization of loss on interest rate hedge [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassifications out of accumulated other comprehensive income (loss):
Interest expense	441	441	1,324	1,324
Income tax expense	(171)	(175)	(516)	(523)
Total reclassifications	270	266	808	801
Amortization of deferred actuarial loss and prior service cost [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassifications out of accumulated other comprehensive income (loss):
Operating Expenses	219	205	713	675
Income tax expense	(86)	(82)	(278)	(267)
Total reclassifications	$ 133	$ 123	$ 435	$ 408

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Commitments and Contingencies (Details)		1 Months Ended		9 Months Ended		12 Months Ended
	Apr. 01, 1998 USD ($)	May 31, 2016 USD ($) shares	May 31, 2015 USD ($) shares	Sep. 30, 2016 USD ($) multiplier	Sep. 30, 2015 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Details of commitments and contingencies
Acquisition of capital stock of the former Six Flags Entertainment Corporation, paid in cash	$ 976,000,000
Temporary Equity, Redemption Value				$ 420,700,000			$ 420,900,000
Payments to Acquire Property, Plant, and Equipment				101,234,000	$ 91,392,000
Total loans receivable from the partnerships that own partnership parks				239,300,000			239,300,000
Amended and Restated Term Loan B [Member]
Details of commitments and contingencies
Line of Credit Facility, Additional Contingent Borrowing Capacity				$ 350,000,000.0
Six Flags over Texas and Georgia [Member]
Details of commitments and contingencies
Rolling period for making minimum capital expenditure at each of the Partnership Parks				5 years
Percentage of capital expenditures to Partnership Parks' revenues				6.00%
Weighted average period of the park's EBITDA for calculation of value of purchase price				4 years
Payments to Acquire Property, Plant, and Equipment							14,800,000
Cash generated from operating activities by partnerships, after deduction of capital expenditures and excluding the impact of short-term intercompany advances							$ 79,800,000
Six Flags over Texas and Georgia [Member] | Scenario, Forecast [Member]
Details of commitments and contingencies
Annual distributions by general partners to limited partners in partnership parks						$ 68,300,000
Share of Partnership Parks' annual distributions paid to Six Flags Entertainment Corporation						29,800,000
Payments to Acquire Property, Plant, and Equipment						$ 26,000,000
Six Flags over Georgia [Member]
Details of commitments and contingencies
Specified multiple for purchase price valuation (in multipliers) | multiplier				8.0
Specified price for purchase of partnership parks				$ 343,000,000
Limited partner interests owned (as a percent)				31.00%
Units purchased in partnership parks (in shares) | shares		0.0650	0.5
Units purchased pursuant to annual offer		$ 223,000	$ 1,552,000
Remaining redeemable units (as a percent)				69.00%
Six Flags over Texas [Member]
Details of commitments and contingencies
Specified multiple for purchase price valuation (in multipliers) | multiplier				8.5
Specified price for purchase of partnership parks				$ 392,500,000
Limited partner interests owned (as a percent)				53.10%
Remaining redeemable units (as a percent)				46.90%

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Commitments and Contingencies (Details 2)				9 Months Ended
	Apr. 26, 2016 USD ($)	Nov. 20, 2013 USD ($) individual	Jul. 03, 2012 individual	Sep. 30, 2016 USD ($) claim
Litigation
Number of actions that would be material to consolidated financial position | claim				0
Multi-layered general liability policies
Insurance
Excess liability coverage per occurrence				$ 100,000,000.0
Self-insured retention per occurrence				2,000,000.0
Deductible per occurrence applicable to all claims in the policy year				500,000.0
Multi-layered general liability policies | November 16, 2003 - December 30, 2008 [Member]
Insurance
Self-insured retention per occurrence				2,500,000.0
Multi-layered general liability policies | November 16, 2002 - November 15, 2003 [Member]
Insurance
Self-insured retention per occurrence				2,000,000.0
Multi-layered general liability policies | November 16, 2001 - November 15, 2002 [Member]
Insurance
Self-insured retention per occurrence				1,000,000.0
Multi-layered general liability policies | November 2, 2004 - December 30, 2008 [Member]
Insurance
Insurance, Additional Self Insured Retention Value				500,000.0
Workers' compensation claims
Insurance
Deductible per occurrence applicable to all claims in the policy year				750,000.00
Workers' compensation claims | November 16, 2001 - November 15, 2003 [Member]
Insurance
Deductible per occurrence applicable to all claims in the policy year				500,000.0
Information security and privacy liability insurance policy
Insurance
Self-insured retention per occurrence				250,000.00
Insurance value maintained				10,000,000.0
Personal Injury Due to SFOG Altercation [Member]
Litigation
Numbers of individuals who allegedly participated in the altercation | individual		4
Loss Contingency, Damages Awarded, Value		$ 35,000,000
Loss Contingency, Damages Awarded, Percentage Allocated		92.00%
Self insurance reserve				2,500,000.0
Personal Injury Due to SFDK Accident [Member]
Litigation
Loss Contingency, Number of Plaintiffs | individual			1
Number of years plaintiff may reinstate the lawsuit, following the date plaintiff reaches the age of majority			P2Y
Self insurance reserve				$ 2,500,000.0
Personal Injury Due to Six Flags Great America Accident [Member]
Litigation
Loss Contingency, Damages Awarded, Value	$ 1,500,000

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Noncontrolling Interests, Partnerships and Joint Ventures (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Noncontrolling Interest [Roll Forward]
Redeemable Noncontrolling Interest Equity Carrying Amount	$ 435,721
Purchase of redeemable units	(223)	$ (1,552)
Fresh start accounting fair market value adjustment for purchased units	(36)	(272)
Net income attributable to noncontrolling interests	(38,425)
Distributions to noncontrolling interests	(19,213)	$ (19,082)
Redeemable Noncontrolling Interest, Equity, Carrying Amount	454,674
Temporary Equity, Redemption Value	$ 420,700		$ 420,900

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Business Segments (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2016 USD ($) segment	Sep. 30, 2015 USD ($)
Segment Reporting [Abstract]
Number of reportable segments | segment			1
Net income	$ 121,694	$ 176,383	$ 154,859	$ 190,671
Interest expense, net	21,166	19,206	60,814	56,731
Income tax expense	55,651	92,821	72,850	84,051
Depreciation and amortization	27,393	26,348	79,345	78,725
Corporate expenses	9,674	18,082	37,366	41,524
Stock-based Compensation Expense	89,994	9,803	96,244	36,518
Loss on disposal of assets	799	1,991	913	4,224
Loss on debt extinguishment	0	0	(2,377)	(6,557)
Other expense (income), net	1,318	400	2,009	(79)
Park EBITDA	$ 327,689	$ 345,034	$ 506,777	$ 498,922

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Business Segments (Details 2) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016 USD ($) park	Sep. 30, 2015 USD ($)	Sep. 30, 2016 USD ($) park	Sep. 30, 2015 USD ($)
Business segment information by geographical areas
Number of parks owned or operated | park	18		18
Long-lived assets	$ 2,199,904	$ 2,203,266	$ 2,199,904	$ 2,203,266
Revenues	557,599	575,261	1,080,084	1,046,481
Income before income taxes	177,345	269,204	227,709	274,722
Domestic [Member]
Business segment information by geographical areas
Long-lived assets	2,116,275	2,122,921	2,116,275	2,122,921
Revenues			997,854	961,492
Income before income taxes			208,396	250,524
Foreign [Member]
Business segment information by geographical areas
Long-lived assets	$ 83,629	$ 80,345	83,629	80,345
Revenues			82,230	84,989
Income before income taxes			$ 19,313	$ 24,198
Mexico
Business segment information by geographical areas
Number of parks owned or operated | park	1		1
Canada
Business segment information by geographical areas
Number of parks owned or operated | park	1		1

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Pension Benefits (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Net periodic benefit cost:
Service cost	$ 600,000	$ 400,000	$ 1,800,000	$ 1,600,000
Interest cost	2,209,000	2,258,000	6,693,000	6,859,000
Expected return on plan assets	(3,129,000)	(3,364,000)	(9,362,000)	(10,075,000)
Amortization of net actuarial loss	219,000	205,000	713,000	675,000
Total net periodic benefit	$ (101,000)	$ (501,000)	$ (156,000)	$ (941,000)
Weighted average assumptions used to determine net cost
Discount rate	4.10%	3.80%	4.10%	3.80%
Expected return on plan assets	7.25%	7.25%	7.25%	7.25%
Employer contributions			$ 6,000,000	$ 6,000,000

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Stock Repurchase Plans (Details) - USD ($) $ / shares in Units, shares in Thousands		4 Months Ended	9 Months Ended		33 Months Ended
	Nov. 20, 2013	Oct. 21, 2016	Sep. 30, 2016	Sep. 30, 2015	Aug. 31, 2016	Jun. 07, 2016
Schedule of Stock Repurchase Plans [Line Items]
Value of shares repurchased			$ 119,663,000	$ 123,440,000
November 2013 Stock Repurchase Plan [Member]
Schedule of Stock Repurchase Plans [Line Items]
Amount of shares authorized to be repurchased under Stock Repurchase Program	$ 500,000,000.0
Stock Repurchase Program, Period in Force	4 years
Total number of shares purchased					11,428
Value of shares repurchased					$ 500,000,000
Average price paid per share (in dollars per share)					$ 43.75
June 2016 Stock Repurchase Plan [Member]
Schedule of Stock Repurchase Plans [Line Items]
Amount of shares authorized to be repurchased under Stock Repurchase Program						$ 500,000,000.0
June 2016 Stock Repurchase Plan [Member] | Subsequent Event [Member]
Schedule of Stock Repurchase Plans [Line Items]
Total number of shares purchased		1,202
Value of shares repurchased		$ 65,700,000
Average price paid per share (in dollars per share)		$ 54.68
Permitted dollar value of repurchases remaining		$ 434,300,000