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, 2017 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, a smaller reporting company, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth 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 Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 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 20, 2017, Six Flags Entertainment Corporation had 83,785,748 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, 2017 (unaudited) and December 31, 2016	2
	Condensed Consolidated Statements of Operations (unaudited) for the Three Months Ended September 30, 2017 and 2016	3
	Condensed Consolidated Statements of Operations (unaudited) for the Nine Months Ended September 30, 2017 and 2016	4
	Condensed Consolidated Statements of Comprehensive Income (unaudited) for the Three Months Ended September 30, 2017 and 2016	5
	Condensed Consolidated Statements of Comprehensive Income (unaudited) for the Nine Months Ended September 30, 2017 and 2016	6
	Condensed Consolidated Statements of Equity (Deficit) (unaudited) for the Nine Months Ended September 30, 2017 and 2016	7
	Condensed Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2017 and 2016	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 6.	Exhibits and Exhibit Index	35
Signatures

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this "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, natural disasters, 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 our aspirational financial performance 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, 2016 (the "2016 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 2016 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, 2017			December 31, 2016
(Amounts in thousands, except share data)	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	82,683		$	137,385
Restricted-use investment securities	1,820			3,926
Accounts receivable, net	109,595			69,018
Inventories	30,578			24,156
Prepaid expenses and other current assets	50,336			44,306
Total current assets	275,012			278,791
Property and equipment, net:
Property and equipment, at cost	2,087,911			1,968,565
Accumulated depreciation	(833,395		)	(757,310		)
Total property and equipment, net	1,254,516			1,211,255
Other assets:
Debt issuance costs	3,290			4,188
Deposits and other assets	13,001			9,218
Goodwill	630,248			630,248
Intangible assets, net of accumulated amortization of $19,137 and $17,135 as of September 30, 2017 and December 31, 2016, respectively	352,221			353,972
Total other assets	998,760			997,626
Total assets	$	2,528,288		$	2,487,672
LIABILITIES AND DEFICIT
Current liabilities:
Accounts payable	$	43,077		$	26,209
Accrued compensation, payroll taxes and benefits	21,755			31,039
Accrued insurance reserves	36,180			42,443
Accrued interest payable	21,063			27,684
Other accrued liabilities	44,596			35,461
Deferred revenue	178,619			123,955
Current portion of long-term debt	—			29,161
Total current liabilities	345,290			315,952
Noncurrent liabilities:
Long-term debt	2,020,184			1,624,486
Other long-term liabilities	42,701			48,568
Deferred income taxes	187,819			199,280
Total noncurrent liabilities	2,250,704			1,872,334
Total liabilities	2,595,994			2,188,286
Redeemable noncontrolling interests	505,321			485,876
Stockholders' deficit:
Preferred stock, $1.00 par value	—			—
Common stock, $0.025 par value, 140,000,000 shares authorized; 83,737,187 and 90,849,428 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively	2,093			2,271
Capital in excess of par value	1,052,395			1,116,227
Accumulated deficit	(1,566,152		)	(1,237,804		)
Accumulated other comprehensive loss, net of tax	(61,363		)	(67,184		)
Total stockholders' deficit	(573,027		)	(186,490		)
Total liabilities and deficit	$	2,528,288		$	2,487,672

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, 2017			September 30, 2016
Theme park admissions	$	331,244		$	311,427
Theme park food, merchandise and other	223,861			220,667
Sponsorship, licensing and other fees	20,798			20,284
Accommodations revenue	4,515			5,221
Total revenues	580,418			557,599
Operating expenses (excluding depreciation and amortization shown separately below)	166,662			151,169
Selling, general and administrative (including stock-based compensation of ($35,740) and $89,994 in 2017 and 2016, respectively, and excluding depreciation and amortization shown separately below)	11,571			134,132
Costs of products sold	45,951			44,277
Depreciation	27,962			26,740
Amortization	571			653
Loss on disposal of assets	2,010			799
Interest expense	25,892			21,276
Interest income	(171		)	(110		)
Other expense, net	375			1,318
Income before income taxes	299,595			177,345
Income tax expense	98,665			55,651
Net income	200,930			121,694
Less: Net income attributable to noncontrolling interests	(19,605		)	(19,212		)
Net income attributable to Six Flags Entertainment Corporation	$	181,325		$	102,482
Weighted-average number of common shares outstanding:
Weighted-average common shares outstanding — basic:	84,480			92,204
Weighted-average common shares outstanding — diluted:	85,876			94,155
Net income per average common share outstanding:
Net income per average common share outstanding — basic:	$	2.15		$	1.11
Net income per average common share outstanding — diluted:	$	2.11		$	1.09
Cash dividends declared per common share	$	0.64		$	0.58

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, 2017			September 30, 2016
Theme park admissions	$	604,105		$	585,270
Theme park food, merchandise and other	429,033			427,293
Sponsorship, licensing and other fees	56,794			53,936
Accommodations revenue	12,386			13,585
Total revenues	1,102,318			1,080,084
Operating expenses (excluding depreciation and amortization shown separately below)	404,542			387,376
Selling, general and administrative (including stock-based compensation of ($39,055) and $96,244 in 2017 and 2016, respectively, and excluding depreciation and amortization shown separately below)	96,604			229,106
Costs of products sold	91,021			90,435
Depreciation	80,776			77,391
Amortization	1,870			1,954
Loss on disposal of assets	4,337			913
Interest expense	74,322			61,083
Interest income	(444		)	(269		)
Loss on debt extinguishment	37,109			2,377
Other expense, net	40			2,009
Income before income taxes	312,141			227,709
Income tax expense	97,128			72,850
Net income	215,013			154,859
Less: Net income attributable to noncontrolling interests	(39,210		)	(38,425		)
Net income attributable to Six Flags Entertainment Corporation	$	175,803		$	116,434
Weighted-average number of common shares outstanding:
Weighted-average common shares outstanding — basic:	87,676			92,538
Weighted-average common shares outstanding — diluted:	89,434			94,654
Net income per average common share outstanding:
Net income per average common share outstanding — basic:	$	2.01		$	1.26
Net income per average common share outstanding — diluted:	$	1.97		$	1.23
Cash dividends declared per common share	$	1.92		$	1.74

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, 2017			September 30, 2016
Net income	$	200,930		$	121,694
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment (1)	248			(990		)
Defined benefit retirement plan (2)	129			133
Change in cash flow hedging (3)	98			425
Other comprehensive income (loss), net of tax	475			(432		)
Comprehensive income	201,405			121,262
Less: Comprehensive income attributable to noncontrolling interests	(19,605		)	(19,212		)
Comprehensive income attributable to Six Flags Entertainment Corporation	$	181,800		$	102,050

(1) Foreign currency translation adjustment is presented net of tax expense of $0.1 million for the three months ended September 30, 2017 and net of tax benefit of $0.6 million for the three months ended September 30, 2016.

(2) Defined benefit retirement plan is presented net of tax expense of $0.1 million for the three months ended September 30, 2017 and September 30, 2016.

(3) Change in cash flow hedging is presented net of tax expense of $0.1 million and $0.3 million for the three months ended September 30, 2017 and September 30, 2016, respectively.

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, 2017			September 30, 2016
Net income	$	215,013		$	154,859
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment (1)	5,027			(1,589		)
Defined benefit retirement plan (2)	386			435
Change in cash flow hedging (3)	408			30
Other comprehensive income (loss), net of tax	5,821			(1,124		)
Comprehensive income	220,834			153,735
Less: Comprehensive income attributable to noncontrolling interests	(39,210		)	(38,425		)
Comprehensive income attributable to Six Flags Entertainment Corporation	$	181,624		$	115,310

(1) Foreign currency translation adjustment is presented net of tax expense of $2.7 million for the nine months ended September 30, 2017 and net of tax benefit of $0.9 million for the nine months ended September 30, 2016.

(2) Defined benefit retirement plan is presented net of tax expense of $0.2 million and $0.3 million for the nine months ended September 30, 2017 and September 30, 2016, respectively.

(3) Change in cash flow hedging is presented net of tax expense of $0.3 million for the nine months ended September 30, 2017 and net of nominal tax expense for the nine months ended September 30, 2016.

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, 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	)
Balances at December 31, 2016	90,849,428		$	2,271		$	1,116,227		$	(1,237,804	)	$	(67,184	)	$	(186,490	)
Cumulative effect adjustment (Note 1)	—		—			—			101,057			—			101,057
Balances at January 1, 2017	90,849,428		2,271			1,116,227			(1,136,747		)	(67,184		)	(85,433		)
Issuance of common stock	1,246,118		31			35,185			—			—			35,216
Stock-based compensation	—		—			(39,055		)	—			—			(39,055		)
Dividends declared to common stockholders	—		—			—			(167,009		)	—			(167,009		)
Repurchase of common stock	(8,377,729	)	(210		)	(61,001		)	(438,231		)	—			(499,442		)
Employee stock purchase plan	19,370		1			1,039			—			—			1,040
Fresh start valuation adjustment for SFOT units purchased	—		—			—			32			—			32
Net income attributable to Six Flags Entertainment Corporation	—		—			—			175,803			—			175,803
Net other comprehensive income, net of tax	—		—			—			—			5,821			5,821
Balances at September 30, 2017	83,737,187		$	2,093		$	1,052,395		$	(1,566,152	)	$	(61,363	)	$	(573,027	)

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, 2017			September 30, 2016
Cash flows from operating activities:
Net income	$	215,013		$	154,859
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	82,646			79,345
Stock-based compensation	(39,055		)	96,244
Interest accretion on notes payable	723			322
Loss on debt extinguishment	37,109			2,377
Amortization of debt issuance costs	3,101			3,331
Other, including loss on disposal of assets	2,023			2,719
Increase in accounts receivable	(39,273		)	(49,458		)
Increase in inventories, prepaid expenses and other current assets	(11,374		)	(17,260		)
Increase in deposits and other assets	(3,769		)	(805		)
Increase in accounts payable, deferred revenue, accrued liabilities and other long-term liabilities	53,851			49,108
Decrease in accrued interest payable	(6,621		)	(6,252		)
Deferred income taxes	85,282			60,224
Net cash provided by operating activities	379,656			374,754
Cash flows from investing activities:
Additions to property and equipment	(116,548		)	(101,234		)
Property insurance recoveries	—			320
Purchase of identifiable intangible assets	—			(125		)
Sale (purchase) of restricted-use investments, net	2,106			(804		)
Proceeds from sale of assets	11			2,204
Net cash used in investing activities	(114,431		)	(99,639		)
Cash flow from financing activities:
Repayment of borrowings	(949,161		)	(333,162		)
Proceeds from borrowings	1,313,000			481,000
Payment of debt issuance costs	(37,336		)	(5,737		)
Payment of cash dividends	(168,034		)	(161,498		)
Proceeds from issuance of common stock	36,256			25,728
Stock repurchases	(499,442		)	(119,663		)
Purchase of redeemable noncontrolling interests	(128		)	(223		)
Distributions to noncontrolling interests	(19,605		)	(19,213		)
Net cash used in financing activities	(324,450		)	(132,768		)
Effect of exchange rate on cash	4,523			(3,350		)
Net (decrease) increase in cash and cash equivalents	(54,702		)	138,997
Cash and cash equivalents at beginning of period	137,385			99,760
Cash and cash equivalents at end of period	$	82,683		$	238,757
Supplemental cash flow information
Cash paid for interest	$	77,120		$	63,670
Cash paid for income taxes	$	11,179		$	14,000

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 20 parks we currently own or operate, 17 parks are located in the United States, two are located in 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 2016 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, 2017 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 $93.8 million and $92.3 million as of September 30, 2017 and December 31, 2016, 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 Company 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, 2017 and December 31, 2016, 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.

In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”) to simplify the accounting for employee share-based payments. Upon the adoption of ASU 2016-09, all excess tax benefits and tax deficiencies are to be recognized within income tax expense when the awards vest or are settled. We adopted the new guidance in ASU 2016-09 in the quarter ended March 31, 2017. As a result, we recognized $1.3 million and $8.8 million in excess tax benefits related to employee share-based payments for the three and nine months ended September 30, 2017, respectively. Additionally, we recorded a cumulative effect adjustment to opening retained earnings of $101.1 million to recognize United States net operating loss carryforwards attributable to income tax deductions taken in prior periods related to employee share-based payments that were in excess of amounts recognized in our financial statements. Prior to the adoption of ASU 2016-09, we used the "with and without" method when determining when excess tax benefits had been realized, and as a result of our utilization of United States net operating loss carryforwards, any excess tax benefits generated to date have not reduced any taxes that would have otherwise been required to be paid. As such, no excess tax benefits had been previously recognized in our financial statements.

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 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 derivatives that do not qualify for hedge accounting or that were de-designated are recorded in other 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

10

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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.

Upon the adoption of ASU 2016-09, excess tax benefits and tax deficiencies should no longer be included as assumed proceeds in the calculation of diluted shares outstanding. We adopted the new guidance in ASU 2016-09 in the quarter ended March 31, 2017.

The computation of diluted earnings per share included the effect of 1,396,000 and 1,951,000 dilutive stock options and restricted shares and excluded the effect of 1,111,000 and 960,000 antidilutive stock options for the three months ended September 30, 2017 and September 30, 2016, respectively. The computation of diluted earnings per share included the effect of 1,758,000 and 2,116,000 dilutive stock options and restricted shares and excluded the effect of 886,000 and 656,000 antidilutive stock options for the nine months ended September 30, 2017 and September 30, 2016, respectively.

Earnings per common share for the three and nine months ended September 30, 2017 and September 30, 2016 was calculated as follows:

	Three Months Ended				Nine Months Ended
(Amounts in thousands, except per share data)	September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016
Net income attributable to Six Flags Entertainment Corporation	$	181,325	$	102,482	$	175,803	$	116,434
Weighted-average common shares outstanding — basic:	84,480		92,204		87,676		92,538
Effect of dilutive stock options and restricted shares	1,396		1,951		1,758		2,116
Weighted-average common shares outstanding — diluted:	85,876		94,155		89,434		94,654
Earnings per share — basic:	$	2.15	$	1.11	$	2.01	$	1.26
Earnings per share — diluted:	$	2.11	$	1.09	$	1.97	$	1.23

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 2017 and May 2015, our stockholders approved amendments to the Long-Term Incentive Plan that increased the number of shares available for issuance under the Long-Term Incentive Plan by 4,000,000 shares and 5,000,000 shares, respectively.

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' common stock on the date of grant.

During the year ended December 31, 2011, a performance award was established based on our goal 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 earned, resulting in the issuance of 1,511,100 shares and 1,314,000 shares, plus associated DERs, in February 2015 and 2016, respectively. We recognized a reduction in stock-based compensation expense related to the 2015 Performance Award of $1.6 million during 2016 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 "Project 600 Performance Award"). The compensation committee of Holdings' Board of Directors determined that, since the incremental investment in the new Mexico water park was not planned when the Project 600 Performance Award goal was determined, the Project 600 Performance Award goal will be increased by an amount based on the Company’s cost of capital times the incremental investment, prorated for the number of months in 2017 the water park is open less pre-opening expenses incurred in 2017. On this basis, the Project 600 Performance Award goal has increased by $1.1

11

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

million to $601.1 million. If the goal is achieved in 2017, the aggregate payout under this award to key employees would be approximately 2,300,000 shares, plus DERs. During the quarter ended September 30, 2016, it was determined that full achievement of the Modified EBITDA performance goal was probable by 2017, primarily based on the success of our fall sales campaign for 2017 season passes, memberships and all-season dining passes, as well as a growth in deferred revenue and growth in our business once weather normalized in the second half of the third quarter of 2016. However, the adverse weather and natural disasters experienced during the summer months of 2017 has made achieving the goal more challenging and, in accordance with FASB ASC Topic 718, Stock Compensation, full or partial achievement of the Project 600 Performance Award is no longer deemed probable in 2017. We are now recognizing stock-based compensation expense based on the probable late achievement of the Project 600 Performance Award in 2018, which would result in half of the aggregate payout being awarded. To reflect the probable late achievement of the Project 600 Performance Award in 2018, we reduced previously recognized stock-based compensation expense during the three and nine months ended September 30, 2017 by $41.7 million and $66.7 million, respectively, plus an additional $3.3 million and $6.2 million, respectively, for the associated DERs.

The following table summarizes stock-based compensation expense related to the Project 600 Performance Award and related DERs for the three and nine months ended September 30, 2017 and September 30, 2016:

	Three Months Ended					Nine Months Ended
(Amounts in thousands)	September 30, 2017			September 30, 2016		September 30, 2017			September 30, 2016
Project 600 Performance Award	$	(36,691	)	$	75,662	$	(45,076	)	$	75,662
Project 600 Performance Award - DERs	(2,861		)	10,104		(4,082		)	10,104
Total Project 600 Performance Award Expense	$	(39,552	)	$	85,766	$	(49,158	)	$	85,766

In total, we have recognized $46.3 million and $7.0 million in stock-based compensation expense related to the Project 600 Performance Award and associated DERs, respectively, since we began recognizing stock-based compensation expense for this award during the third quarter of 2016. Based on the closing market price of Holdings' common stock on the last trading day of the quarter ended September 30, 2017, the total unrecognized compensation expense related to the Project 600 Performance Award was $23.3 million, plus approximately $3.4 million for the associated DERs, that will be recognized over the remaining service period.

During the three and nine months ended September 30, 2017 and September 30, 2016, stock-based compensation expense consisted of the following: 

	Three Months Ended					Nine Months Ended
(Amounts in thousands)	September 30, 2017			September 30, 2016		September 30, 2017			September 30, 2016
Long-Term Incentive Plan	$	(35,815	)	$	89,894	$	(39,245	)	$	95,967
Employee Stock Purchase Plan	75			100		190			277
Total Stock-Based Compensation	$	(35,740	)	$	89,994	$	(39,055	)	$	96,244

As of September 30, 2017, options to purchase approximately 5,960,000 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 4,307,000 shares were available for future grant.

The new guidance in ASU 2016-09, which we adopted in the quarter ended March 31, 2017, allows companies to elect to account for forfeitures as they occur rather than estimating the number of awards that are not expected to vest because the requisite service period will not be rendered. We have elected to continue to estimate the number of awards that are expected to vest.

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 consolidated statements of operations net of sales taxes collected from our guests that are 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 meals and snacks 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 the parks 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

12

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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 revenue. For active memberships after the initial twelve-month term, we recognize revenue monthly as payments are received. As of September 30, 2017, deferred revenue 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 2017 and 2018 and (iv) sponsorship revenue that will primarily be recognized in 2017.

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, such as 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, 2017 and December 31, 2016, we have recorded an allowance for doubtful accounts of $8.7 million and $3.0 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 revenue.

i. Recently Adopted Accounting Pronouncements

In March 2016, the FASB issued 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 requires that companies elect to account for forfeitures based on an estimate of the number of awards for which the requisite service period will not be rendered or to account for forfeitures as they occur. An entity may elect to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using either a prospective transition method or a retrospective transition method. We adopted the new guidance in ASU 2016-09 in the quarter ended March 31, 2017. The impact of the adoption of ASU 2016-09 on our consolidated financial statements was as follows:

• Condensed Consolidated Balance Sheets - a $101.1 million reduction in the January 1, 2017 accumulated deficit and deferred income taxes balances resulting from the recognition (modified retrospective) of all previously unrecognized excess tax benefits and tax deficiencies related to employee share-based payments;

• Condensed Consolidated Statements of Operations - all excess tax benefits and tax deficiencies related to employee share-based payments will be recognized through income tax expense (prospectively); and

• Condensed Consolidated Statements of Cash Flows - all excess tax benefits related to employee share-based payments will be presented as operating activities along with other income tax cash flows (prospectively).

j. 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 Update 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date ("ASU 2015-14"), 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. In March

13

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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. ASU 2016 08/10 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. In preparation for our adoption of these new standards, we are in the process of reviewing our key revenue drivers. Based on the preliminary results of our ongoing review, we do not expect the adoption of these new standards to have a material impact on our results of operations, financial position and cash flows once implemented on an annual basis. We are still evaluating the disclosure requirements under these new standards. We are also still in the process of evaluating and designing the necessary changes to our business processes, systems and controls to support recognition and disclosure under the new standards. We will adopt the standards in the first quarter of 2018 and currently anticipate applying the modified retrospective transition method.

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; however, we note that with the adoption of the amendments in ASU 2016-02, operating leases related to certain of our land leases will require recognition in our consolidated balance sheet under ASU 2016-02. This could have a material effect on our consolidated statement of financial position, but we do not anticipate this will have a material effect on our results of operations or cash flows.

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.

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash ("ASU 2016-18"). The amendments in ASU 2016-18 require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 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 2016-18 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.

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles-Goodwill and Other (Topic 350) ("ASU 2017-04"). The amendments in ASU 2017-04 intend to simplify the subsequent measurement of goodwill, eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in ASU 2017-04, an entity should

14

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. ASU 2017-04 is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods, with early application permitted. An entity should apply ASU 2017-04 using a prospective transition method. 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 March 2017, the FASB issued Accounting Standards Update No. 2017-07, Compensation-Retirement Benefits (Topic 715): “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” ("ASU 2017-07"). The amendments in ASU 2017-07 require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The amendments in ASU 2017-07 also require that an employer disaggregate the service cost component from the other components of net benefit cost. ASU 2017-07 is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted as of the beginning of an annual period for which financial statements, interim or annual, have not been issued or made available for issuance. That is, early adoption should be within the first interim period if an employer issues interim financial statements. The amendments in ASU 2017-07 should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic postretirement benefit in assets. We do not anticipate that the adoption of this pronouncement will result in a material impact to the presentation of our net periodic pension cost and net periodic postretirement benefit cost.

In August 2017, the FASB issued Accounting Standards Update No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities ("ASU 2017-12"). The amendments in ASU 2017-12 change the recognition and presentation requirements of hedge accounting, including the elimination of the requirement to separately measure and report hedge ineffectiveness and the addition of a requirement to present all items that affect earnings in the same income statement line item as the hedged item. ASU 2017-12 also provides new alternatives for:

• Applying hedge accounting to additional hedging strategies;

• Measuring the hedged item in fair value hedges of interest rate risk;

• Reducing the cost and complexity of applying hedge accounting by easing the requirements for effectiveness testing, hedge documentation and application of the critical terms match method; and

• Reducing the risk of material error correction if a company applies the shortcut method inappropriately.

ASU 2017-12 is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted any time after the issuance of ASU 2017-12, including in an interim period. If adopted at other than the beginning of a fiscal year, cumulative effect adjustments are reflected as of the beginning of the fiscal year. 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.

2. Derivative Financial Instruments

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 derivative instruments 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. When in qualifying relationships, the effective portion of all cash flow designated derivatives are deferred in accumulated other comprehensive income (loss) ("AOCI") 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 hedging instruments are recorded directly to interest expense and other expense, net, respectively. 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.

15

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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 (as defined in "Item 1. Financial Statements – Notes to Consolidated Financial Statements (Unaudited) – Note 4" in this Quarterly Report). 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. On March 31, 2017, the Interest Rate Swap Agreements were de-designated due to a change in the forecasted borrowings. The Interest Rate Swap Agreements continue to serve as economic hedges and provide protection against rising interest rates. Subsequent to the de-designation, the amounts recorded in accumulated other comprehensive loss will be amortized into earnings through the original December 2017 maturity date.

Derivative instruments recorded at fair value in our unaudited and audited condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016, respectively, consisted of the following:

	Derivative Liabilities
(Amounts in thousands)	September 30, 2017		December 31, 2016
Derivatives Designated as Cash Flow Hedges
Interest Rate Swap Agreements - Current	$	—	$	871
Derivatives Not Designated as Hedging Instruments
Interest Rate Swap Agreements - Current	140		—
	$	140	$	871

Losses before taxes on derivatives not designated as hedging instruments included in our unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2017 and September 30, 2016 were as follows:

	Amount of Loss Recognized in Income on Derivative
	Three Months Ended					Nine Months Ended
(Amounts in thousands)	September 30, 2017			September 30, 2016		September 30, 2017			September 30, 2016
Interest Rate Swap Agreements	$	(14	)	$	—	$	(69	)	$	—
Total	$	(14	)	$	—	$	(69	)	$	—

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, 2017 and September 30, 2016 were as follows:

Three Months EndedSeptember 30, 2017 and September 30, 2016

	Gain 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)	2017		2016		2017			2016			2017		2016
Interest Rate Swap Agreements	—		256		(160		)	(441		)	—		—
Total	$	—	$	256	$	(160	)	$	(441	)	$	—	$	—

Nine Months EndedSeptember 30, 2017 and September 30, 2016

	Gain (Loss) Recognized in AOCI (Effective Portion)					Loss Reclassified from AOCI into Operations (Effective Portion)						Gain Recognized in Operations on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)
(Amounts in thousands)	2017		2016			2017			2016			2017		2016
Interest Rate Swap Agreements	57		(1,274		)	(611		)	(1,324		)	30		—
Total	$	57	$	(1,274	)	$	(611	)	$	(1,324	)	$	30	$	—

The Interest Rate Swap Agreements were de-designated on March 31, 2017. The amounts previously recorded in accumulated other comprehensive loss will be amortized into earnings through the original December 2017 maturity date. As of September 30, 2017, approximately $0.2 million of unrealized losses related to the Interest Rate Swap Agreements prior to de-

16

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

designation remain in accumulated other comprehensive loss, all of which is expected to be reclassified from accumulated other comprehensive loss to operations within the next twelve months.

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, 2017 and December 31, 2016:

	As of
	September 30, 2017						December 31, 2016
(Amounts in thousands)	Carrying Amount			Fair Value			Carrying Amount			Fair Value
Financial assets (liabilities):
Restricted-use investment securities	$	1,820		$	1,820		$	3,926		$	3,926
Interest Rate Swap Agreements	(140		)	(140		)	(871		)	(871		)
Long-term debt	(2,020,184		)	(2,056,602		)	(1,653,647		)	(1,679,525		)

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.

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, 2024 Notes and 2027 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.

17

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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 LIBOR plus 3.00% to LIBOR plus 2.75% 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. 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 LIBOR plus 2.75% to LIBOR plus 2.50%. 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.

On December 20, 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 LIBOR plus 2.50% to LIBOR plus 2.25%, with the elimination of the minimum LIBOR rate requirement. We capitalized a nominal amount of debt issuance costs directly associated with the issuance of this amendment and recognized a loss on debt extinguishment of $0.5 million.

On June 21, 2017, 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 LIBOR plus 2.25% to LIBOR plus 2.00%. We capitalized $0.5 million of debt issuance costs directly associated with the issuance of this amendment and recognized a loss on debt extinguishment of $0.2 million.

As of September 30, 2017 and December 31, 2016, 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). 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, 2017, 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, 2017 and December 31, 2016, $544.8 million was outstanding under the Amended and Restated Term Loan B. Interest on the Amended and Restated Term Loan B accrues at an annual rate of LIBOR plus an applicable margin, 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, 2017, the applicable interest rate on the Amended and Restated Term Loan B was 3.15%. 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.

18

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

2021 Notes, 2024 Notes and 2027 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 were 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).

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 and we used the remaining net proceeds of the sale of the 2024 Notes for general corporate and working capital purposes, which primarily included repurchases of our common stock.

On April 13, 2017, we issued an additional $700.0 million of 4.875% Senior Notes due 2024 (the "2024 Notes Add-on"). We capitalized $3.9 million of debt issuance costs directly associated with the issuance of the 2024 Notes Add-on. Interest payments of $24.4 million for the 2024 Notes and the 2024 Notes Add-on are due semi-annually on January 31 and July 31 of each year, with the exception of the first payment for the 2024 Notes on January 31, 2017, which was $9.1 million.

On April 13, 2017, we issued $500.0 million of 5.50% Senior Notes due 2027 (the "2027 Notes"). We capitalized $2.6 million of debt issuance costs directly associated with the issuance of the 2027 Notes. Interest payments of $13.8 million are due semi-annually on April 15 and October 15 of each year, with the exception of the first payment on October 15, 2017, which was $13.9 million.

A portion of the net proceeds from the issuance of the 2024 Notes Add-on and 2027 Notes was used to redeem all of the outstanding 2021 Notes and to satisfy and discharge the indenture governing the 2021 Notes, including to pay the accrued and unpaid interest to the redemption date, the related redemption premium on the 2021 Notes, and related fees and expenses. The remaining net proceeds were used for general corporate and working capital purposes, which primarily included repurchases of our common stock. In connection with the redemption of all of the outstanding 2021 Notes, in the second quarter of 2017 we recognized a loss on debt extinguishment of $36.9 million.

The 2024 Notes, 2024 Notes Add-on and 2027 Notes are guaranteed by the Loan Parties. The 2024 Notes, 2024 Notes Add-on and 2027 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 2024 Notes, 2024 Notes Add-on and 2027 Notes contain certain events of default, including payment defaults, 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 bore interest at 6.72%, with payments of principal and interest due monthly. Prior to repayment of the Refinance Loan, HWP was subject to various covenants under the Refinance Loan that placed certain restrictions limiting or prohibiting engaging in certain types of transactions. Pursuant to the Refinance Loan, HWP deposited into escrow $1.8 million and $3.9 million as of September 30, 2017 and December 31, 2016, respectively. On September 29, 2017, we repaid all amounts outstanding under the Refinance Loan and on October 13, 2017, all amounts previously held in escrow were released.

19

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Long-Term Indebtedness Summary

As of September 30, 2017 and December 31, 2016, long-term debt consisted of the following: 

	As of
(Amounts in thousands)	September 30, 2017			December 31, 2016
Amended and Restated Term Loan B	$	544,750		$	544,750
2021 Notes	—			800,000
2024 Notes	1,000,000			300,000
2027 Notes	500,000			—
HWP Refinance Loan	—			29,161
Net discount	(8,470		)	(2,192		)
Deferred financing costs	(16,096		)	(18,072		)
Long-term debt and Short-term borrowings	2,020,184			1,653,647
Less current portion	—			(29,161		)
Total long-term debt	$	2,020,184		$	1,624,486

5. Accumulated Other Comprehensive Loss

Changes in the composition of AOCI during the nine months ended September 30, 2017 were as follows:

(Amounts in thousands)	Cumulative Translation Adjustment			Cash Flow Hedges			Defined Benefit Plans			Income Taxes			Accumulated Other Comprehensive Loss
Balances at December 31, 2016	$	(31,942	)	$	(826	)	$	(43,960	)	$	9,544		$	(67,184	)
Amounts reclassified from accumulated other comprehensive income (loss)	—			611			632			(485		)	758
Current period other comprehensive income (loss) activity	7,742			57			—			(2,736		)	5,063
Balances at September 30, 2017	$	(24,200	)	$	(158	)	$	(43,328	)	$	6,323		$	(61,363	)

The Company had the following reclassifications out of AOCI during the three and nine months ended September 30, 2017 and September 30, 2016:

	Location of Reclassification into Income	Amount of Reclassification from AOCI						Amount of Reclassification from AOCI
		Three Months Ended						Nine Months Ended
Component of AOCI		September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016
		(Amounts in thousands)
Amortization of loss on interest rate hedge	Interest expense	$	160		$	441		$	611		$	1,324
	Income tax expense	(62		)	(171		)	(238		)	(516		)
	Net of tax	$	98		$	270		$	373		$	808
Amortization of deferred actuarial loss and prior service cost	Operating expenses	$	211		$	219		$	632		$	713
	Income tax expense	(83		)	(86		)	(247		)	(278		)
	Net of tax	$	128		$	133		$	385		$	435
Total reclassifications		$	226		$	403		$	758		$	1,243

20

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 $69.7 million in 2017 (subject to cost of living adjustments) to the limited partners in the Partnership Parks (based on our ownership of units as of September 30, 2017, our share of the distribution will be approximately $30.5 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, 2017, is $374.6 million in the case of SFOG and $433.8 million in the case of SFOT. As of September 30, 2017, 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 2017 annual offer, we did not purchase any units from the Georgia partnership and we purchased 0.0708 units from the Texas partnership for approximately $0.1 million in May 2017. Pursuant to the 2016 annual offer, we did not purchase any units from the Texas partnership and we purchased 0.0650 units from the Georgia partnership for approximately $0.2 million in May 2016. 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 2018 at both parks will be approximately $461.7 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 $27.8 million of capital expenditures at these parks during the 2016 season and intend to incur approximately $18.0 million of capital expenditures at these parks for the 2017 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 $79.5 million of cash in 2016 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, 2017 and December 31, 2016, 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 to the Partnership Parks and distributions to the limited partners in prior years.

21

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, 2017. 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. Following the verdict, we paid the full amount of our $2.5 million self-insurance retention to our insurers and they assumed all remaining financial obligations to the plaintiff, if any.  A notice of appeal was filed on September 19, 2014, which our insurers were 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 asked the Georgia Supreme Court to grant further review and rule that Six Flags was 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 and oral arguments were heard on February 13, 2017. On June 5, 2017, the Georgia Supreme Court affirmed in part and reversed in part the decision of the Court of Appeals and remanded the case for further proceedings consistent with the Georgia Supreme Court’s decision. The Georgia Supreme Court held that we were entitled to a new trial to determine apportionment of damages among various tortfeasors.  On June 5, 2017, the trial court entered an order approving a confidential settlement agreement reached by the parties. The amount set forth in the settlement agreement will be paid by our insurance carriers.

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

22

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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, pending permitting, 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. 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. We previously expensed the full amount of our $2.5 million self-insurance retention. Based on the passage of time without ongoing litigation and the advice of counsel, the retention was reduced.

On September 12, 2014, a civil action was commenced against us 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. In May 2016 we filed a post-trial motion to vacate the jury verdict, however, on May 31, 2017, the Appellate Court of the Second District denied our appeal and we paid the judgment amount plus interest.

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. On January 6, 2017, the court denied our motion to certify questions for interlocutory appeal, but on April 7, 2017, the court granted our motion for reconsideration of the motion for interlocutory appeal and certified two questions for consideration by the Illinois Appellate Court of the Second District. On June 7, 2017, the Illinois Appellate Court granted our motion to appeal. Accordingly, two questions regarding the interpretation of the Illinois Biometric Information Privacy Act have been certified for consideration by the Appellate Court. 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.

Three potential class action complaints were filed against Six Flags Entertainment Corporation or one of its subsidiaries. The complaints were filed on August 11, 2017 in the Circuit Court of Lake County, Illinois, on September 1, 2017 in the United States District Court for the Northern District of Georgia, and on September 11, 2017 in the Superior Court of Los Angeles County. The complaints allege that we, in violation of federal law, printed more than the last five digits of a credit or debit card number on customers’ receipts. The plaintiffs seek statutory damages, compensatory damages, punitive damages, and attorneys’ fees. The complaints do not allege that any information was misused. We intend to vigorously defend ourselves against this litigation. Since this litigation is in an early stage, the outcome is currently not determinable and a reasonable estimate of loss or range of loss cannot be made.

Tax and Other Contingencies

As of September 30, 2017 and December 31, 2016, 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.

23

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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, 2017, redeemable noncontrolling interests in the SFOT and SFOG partnerships was $237.3 million and $268.0 million, respectively.

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

(Amounts in thousands)	SFOT			SFOG			Total
Balance at December 31, 2016	$	227,620		$	258,256		$	485,876
Purchase of redeemable units of SFOT and SFOG	(128		)	—			(128		)
Fresh start accounting fair market value adjustment for purchased units	(32		)	—			(32		)
Net income attributable to noncontrolling interests	19,700			19,510			39,210
Distributions to noncontrolling interests	(9,850		)	(9,755		)	(19,605		)
Balance at September 30, 2017	$	237,310		$	268,011		$	505,321

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 noncontrolling partnership units in SFOT and SFOG as of September 30, 2017 was approximately $203.5 million and $258.3 million, respectively.

8. 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, 2017			September 30, 2016		September 30, 2017			September 30, 2016
Net income	$	200,930		$	121,694	$	215,013		$	154,859
Interest expense, net	25,721			21,166		73,878			60,814
Income tax expense	98,665			55,651		97,128			72,850
Depreciation and amortization	28,533			27,393		82,646			79,345
Corporate expenses	9,768			9,674		36,258			37,366
Stock-based compensation	(35,740		)	89,994		(39,055		)	96,244
Non-operating park level expense, net:
Loss on disposal of assets	2,010			799		4,337			913
Loss on debt extinguishment	—			—		37,109			2,377
Other expense, net	375			1,318		40			2,009
Park EBITDA	$	330,262		$	327,689	$	507,354		$	506,777

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Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

All of our owned or managed parks are located in the United States with the exception of two parks in 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, 2017 and September 30, 2016:

	Domestic		Foreign		Total
2017	(Amounts in thousands)
Long-lived assets	$	2,134,645	$	102,340	$	2,236,985
Revenues	1,015,047		87,271		1,102,318
Income before income taxes	292,648		19,493		312,141
2016
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

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, 2017 and September 30, 2016:

	Three Months Ended						Nine Months Ended
(Amounts in thousands)	September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016
Service cost	$	425		$	600		$	1,275		$	1,800
Interest cost	2,065			2,209			6,196			6,693
Expected return on plan assets	(3,211		)	(3,129		)	(9,632		)	(9,362		)
Amortization of net actuarial loss	211			219			632			713
Total net periodic benefit	$	(510	)	$	(101	)	$	(1,529	)	$	(156	)

Weighted-Average Assumptions Used To Determine Net Cost

	Three Months Ended				Nine Months Ended
	September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016
Discount rate	3.90	%	4.10	%	3.90	%	4.10	%
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 each of the nine months ended September 30, 2017 and September 30, 2016, 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 fully utilized the availability under the November 2013 Stock Repurchase Plan by August 2016. Throughout the program, Holdings repurchased 11,428,000 shares at a cumulative cost 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"). Holdings fully utilized the availability under the June 2016 Stock Repurchase Plan by April 2017. Throughout the program, Holdings repurchased 8,392,000 shares at a cumulative cost of approximately $500.0 million and an average price per share of $59.58.

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On March 30, 2017, Holdings announced that its Board of Directors approved a new stock repurchase plan that permitted Holdings to repurchase an incremental $500.0 million in shares of Holdings' common stock (the "March 2017 Stock Repurchase Plan"). As of October 20, 2017, Holdings had repurchased 2,775,000 shares at a cumulative cost of approximately $157.2 million and an average price per share of $56.65 under the March 2017 Stock Repurchase Plan, leaving approximately $342.8 million available for permitted repurchases.

The amount of share repurchases is limited by the covenants in the Amended and Restated Credit Facility, the 2024 Notes, the 2024 Notes Add-on and the 2027 Notes. We will continue to evaluate the share repurchase limits per the covenants on an ongoing 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 and "Item 1A. Risk Factors" in our 2016 Annual Report for further discussion of the uncertainties, risks and assumptions associated with these statements.

The following discussion and analysis presents information that we believe is relevant to an assessment and understanding of our 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 2016 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 20 regional theme and water parks, 17 are located in the United States, two are located in Mexico and one is located in Montreal, Canada. Our parks are located in geographically diverse markets across North America and 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, 2017 and September 30, 2016 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 55% and 54% of total revenues during the nine months ended September 30, 2017 and September 30, 2016, 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 2017, our park earnings before interest, taxes, depreciation and amortization ("Park EBITDA") increased primarily as a result of a 2% increase in attendance and a 5% increase in sponsorship and international licensing revenue. These increases were partially offset by an increase in cash operating costs primarily resulting from start-up and operating costs associated with our two new water parks in Mexico and California, increased labor costs driven primarily by statutory minimum wage rate increases at many of our parks and investments made to successfully drive our international business. Total revenue per capita (representing total revenue divided by total attendance) was flat to the comparable period in the prior year, decreasing $0.02, or less than 1%.

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.

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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 2016 Annual Report.

Recent Events

On February 21, 2017, we announced that we signed definitive agreements with our current partner in China to develop two additional Six Flags-branded parks in China. The theme park and water park will be located in Bishan, a district of Chongqing. Similar to the agreements for the parks in Haiyan previously disclosed, the agreements do not require us to make any capital investments in the parks. As compensation for our design and management services, we will receive fees over the design and development period as well as ongoing remuneration once the parks open to the public.

On March 30, 2017, we announced that Holdings' board of directors approved a stock repurchase plan that allows us to repurchase an incremental $500.0 million of our common stock. The amount of shares of common stock authorized to be repurchased under the plan was in addition to the amount remaining under our existing stock repurchase plan on that date, which has since been fully utilized. We have repurchased just under $2.0 billion of Holdings' common stock since February 2011 and have approximately $342.8 million available for repurchases under our current plans.

On March 30, 2017, we also announced that we completed an analysis of the costs and benefits of pursuing a spin-off of our real estate assets into a Real Estate Investment Trust ("REIT") and determined that it would not be in the best interest of our stockholders to proceed with such a transaction at this time. The cost of the REIT transaction, the ongoing operational complexity, the limitations on future strategic flexibility and our significant future growth opportunities were the primary factors in making this determination. However, we could revisit the merits of pursuing such a transaction should circumstances change.

On April 13, 2017, we issued an additional $700.0 million of 4.875% Senior Notes due 2024 (the "2024 Notes Add-on") and $500.0 million of 5.50% Senior Notes due 2027 (the "2027 Notes"). A portion of the net proceeds from the issuance of these notes was used to redeem all of the outstanding 2021 Notes and to satisfy and discharge the indenture governing the 2021 Notes. The remaining net proceeds were used to repurchase shares of our common stock.

On April 22, 2017, we announced the opening of a new 60-acre water park in Oaxtepec, Mexico, located about 50 miles southwest of Six Flags Mexico.

On April 27, 2017, we announced that we entered into an agreement with EPR Properties to operate Waterworld California, Northern California's largest water park, located 18 miles southeast of Six Flags Discovery Kingdom.

On April 28, 2017, we announced that we entered into an agreement to repurchase approximately five million shares of Holdings' common stock from H Partners and affiliated funds. H Partners acquired its shares in Holdings in 2010 and, prior to the repurchase, was Holdings' largest stockholder.

On June 21, 2017, 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 LIBOR plus 2.25% to LIBOR plus 2.00%.

On July 18, 2017, we announced that Holdings' board of directors appointed James Reid-Anderson, who had been serving as Executive Chairman of Holdings since February 2016, as Holdings' Chairman, President and Chief Executive Officer effective July 18, 2017.  Mr. Reid-Anderson replaced John M. Duffey, who retired as Chief Executive Officer of the Company and as a director.  Mr. Reid-Anderson formerly served as Chairman, President and CEO of Holdings from August 2010 through February 2016.

On September 20, 2017, we provided an update about our two parks in Mexico following the earthquakes that struck in the State of Puebla, south of Mexico City, which is about 50 miles from our new water park in Oaxtepec. Our theme park in

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Mexico City sustained minimal damage. Our new water park sustained damage to a number of structures and likely will not reopen until near the end of 2017.

Results of Operations

Three Months Ended September 30, 2017 Compared to Three Months Ended September 30, 2016

The following table sets forth summary financial information for the three months ended September 30, 2017 and September 30, 2016:

	Three Months Ended						Percentage Change (%)
(Amounts in thousands, except per capita data)	September 30, 2017			September 30, 2016
Total revenue	$	580,418		$	557,599		4	%
Operating expenses	166,662			151,169			10	%
Selling, general and administrative	11,571			134,132			(91	)%
Costs of products sold	45,951			44,277			4	%
Depreciation and amortization	28,533			27,393			4	%
Loss on disposal of assets	2,010			799			152	%
Interest expense, net	25,721			21,166			22	%
Other expense, net	375			1,318			(72	)%
Income before income taxes	299,595			177,345			69	%
Income tax expense	98,665			55,651			77	%
Net income	200,930			121,694			65	%
Less: Net income attributable to noncontrolling interests	(19,605		)	(19,212		)	2	%
Net income attributable to Six Flags Entertainment Corporation	$	181,325		$	102,482		77	%
Other Data:
Attendance	12,926			12,599			3	%
Total revenue per capita	$	44.90		$	44.26		1	%

Revenue

Revenue for the three months ended September 30, 2017 totaled $580.4 million, an increase of $22.8 million, or 4%, compared to $557.6 million for the three months ended September 30, 2016. The increase in revenue was primarily driven by our newly added water parks in Concord, California and Oaxtepec, Mexico, as well as an increase in total revenue per capita, calculated as total revenue divided by total attendance. Per capita guest spending, which excludes sponsorship, licensing, accommodations, and other fees, increased to $42.94 during the three months ended September 30, 2017 from $42.23 during the three months ended September 30, 2016. The increase in per capita guest spending related primarily to an improvement in admissions pricing, the success of our all-season dining pass program, and the positive impact related to the strengthening of the Mexican Peso and the Canadian Dollar.

Admissions revenue per capita increased $0.91, or 4%, during the three months ended September 30, 2017 relative to the comparable period in the prior year. The increase in admissions revenue per capita was primarily driven by higher pricing and reduced discounts. Non-admissions revenue per capita decreased $0.20, or 1%, during the three months ended September 30, 2017 relative to the comparable period in the prior year primarily as a result of a higher mix of season pass holder and member attendance, which puts downward pressure on per capita spending, and the increased attendance related to our new water parks, which have lower per-capita guest spending.

Operating Expenses

Operating expenses for the three months ended September 30, 2017 increased $15.5 million, or 10%, relative to the comparable period in the prior year primarily as a result of (i) ongoing operations of newly added water parks in Concord, California and Oaxtepec, Mexico, (ii) statutory minimum wage rate increases at many of our parks, (iii) an increase in minimum wage rates at many of our parks, (iv) an increase in expenses related to obligations under our workers’ compensation insurance program that we do not anticipate to be recurring and (v) investments to support continued growth in our high-margin international licensing business.

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Selling, general and administrative expenses

Selling, general and administrative expenses for the three months ended September 30, 2017 decreased $122.6 million, or 91%, compared to the three months ended September 30, 2016 primarily as a result of a reduction in stock-based compensation expense related to the Project 600 Performance Award. During the three months ended September 30, 2017, it was determined that full or partial achievement of the Project 600 Performance Award is no longer deemed probable in 2017. We are now recognizing stock-based compensation expense based on the probable late achievement of the Project 600 Performance Award in 2018, which resulted in a reduction of previously recognized stock-based compensation expense during the three months ended September 30, 2017. This decrease was partially offset by an increase in advertising expense related to the timing of media schedules.

Cost of products sold

Cost of products sold in the three months ended September 30, 2017 increased $1.7 million, or 4%, compared to the three months ended September 30, 2016, 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, 2017 increased slightly relative to the comparable period in the prior year primarily as a result of product mix, including the growth of our all-season dining pass program.

Depreciation and amortization expense

Depreciation and amortization expense for the three months ended September 30, 2017 increased $1.1 million, or 4%, compared to the three months ended September 30, 2016. 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 three months ended September 30, 2017 increased $1.2 million compared to the same period in the prior year primarily as a result of disposing of more assets in conjunction with the execution of our ongoing capital program during the current year relative to the prior year as well as a gain recognized on the sale of underutilized assets in the prior year.

Interest expense, net

Interest expense, net increased $4.6 million, or 22%, for the three months ended September 30, 2017 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 issuance of the 2024 Notes Add-on and 2027 Notes.

Income Tax Expense

Income tax expense increased $43.0 million, or 77%, for the three months ended September 30, 2017 relative to the comparable period in the prior year as a result of an increase in income before income taxes resulting from the reduction of previously recognized stock-based compensation expense to reflect the probable late achievement of the Project 600 Performance Award in 2018.

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Results of Operations

Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016

The following table sets forth summary financial information for the nine months ended September 30, 2017 and September 30, 2016:

	Nine Months Ended						Percentage Change (%)
(Amounts in thousands, except per capita data)	September 30, 2017			September 30, 2016
Total revenue	$	1,102,318		$	1,080,084		2	%
Operating expenses	404,542			387,376			4	%
Selling, general and administrative	96,604			229,106			(58	)%
Costs of products sold	91,021			90,435			1	%
Depreciation and amortization	82,646			79,345			4	%
Loss on disposal of assets	4,337			913			N/M
Interest expense, net	73,878			60,814			21	%
Loss on extinguishment of debt	37,109			2,377			N/M
Other expense, net	40			2,009			(98	)%
Income before income taxes	312,141			227,709			37	%
Income tax expense	97,128			72,850			33	%
Net income	215,013			154,859			39	%
Less: Net income attributable to noncontrolling interests	(39,210		)	(38,425		)	2	%
Net income attributable to Six Flags Entertainment Corporation	$	175,803		$	116,434		51	%
Other Data:
Attendance	24,281			23,778			2	%
Total revenue per capita	$	45.40		$	45.42		—	%

Revenue

Revenue for the nine months ended September 30, 2017 totaled $1,102.3 million, an increase of $22.2 million, or 2%, compared to $1,080.1 million for the nine months ended September 30, 2016. The increase in revenue was primarily attributable to a 2% increase in attendance, partially offset by a $0.02 decrease in total revenue per capita, calculated as total revenue divided by total attendance. Per capita guest spending, which excludes sponsorship, licensing, accommodations and other fees, decreased to $42.55 during the nine months ended September 30, 2017 from $42.58 during the nine months ended September 30, 2016. The decrease in per capita guest spending was primarily driven by a higher mix of season pass holder and member attendance, which puts downward pressure on non-admission per capita spending, and was partially offset by an increase in admissions revenue per capita related to modest prices increases and reduced discounting.

Admissions revenue per capita increased $0.27, or 1%, relative to the comparable period in the prior year. The increase in admissions revenue per capita was primarily driven by continued pricing improvements related to single-use tickets along with season pass and membership offerings as well as a reduction in discounts. Non-admissions revenue per capita decreased $0.30, or 2%, during the nine months ended September 30, 2017 relative to the comparable period in the prior year. The decrease in non-admissions revenue per capita was primarily driven by the higher percentage of season pass holder and member attendance and a higher mix of water park visitations driven by our two new water parks.

Operating Expenses

Operating expenses for the nine months ended September 30, 2017 increased $17.2 million, or 4%, relative to the comparable period in the prior year, primarily as a result of (i) ongoing operations of newly added water parks in Concord, California and Oaxtepec, Mexico, (ii) statutory minimum wage rate increases at many of our parks, (iii) an increase in minimum wage rates at many of our parks, (iv) an increase in expenses related to obligations under our workers’ compensation insurance program that we do not anticipate to be recurring and (v) investments to support continued growth in our high-margin international licensing business.

Selling, general and administrative expenses

Selling, general and administrative expenses for the nine months ended September 30, 2017 decreased $132.5 million, or 58%, compared to the nine months ended September 30, 2016 primarily as a result of a reduction in stock-based compensation expense related to the Project 600 Performance Award. During the three months ended September 30, 2017, it was determined

30

that full or partial achievement of the Project 600 Performance Award is no longer deemed probable in 2017 and we are now recognizing stock-based compensation expense based on the probable late achievement of the Project 600 Performance Award in 2018, which resulted in a reduction of previously recognized stock-based compensation expense during the nine months ended September 30, 2017. This decrease was partially offset by planned increases in advertising expenses and the investments we have made to successfully drive our international development business.

Cost of products sold

Cost of products sold in the nine months ended September 30, 2017 increased $0.6 million, or 1%, compared to the nine months ended September 30, 2016. Cost of products sold as a percentage of non-admissions revenue for the nine months ended September 30, 2017 and September 30, 2016 was comparable for both periods.

Depreciation and amortization expense

Depreciation and amortization expense for the nine months ended September 30, 2017 increased $3.3 million, or 4%, compared to the nine months ended September 30, 2016. The increase in depreciation and amortization expense is primarily the result of new asset additions related to our ongoing capital investments partially offset by asset retirements.

Loss on disposal of assets

Loss on disposal of assets for the nine months ended September 30, 2017 increased $3.4 million compared to the same period in the prior year primarily as a result of the disposal of more assets during the current period in conjunction with our ongoing capital program relative to the comparable period in the prior year as well as a gain recognized on the sale of underutilized assets in the prior year.

Interest expense, net

Interest expense, net increased $13.1 million, or 21%, for the nine months ended September 30, 2017 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 issuance of the 2024 Notes Add-on and 2027 Notes.

Loss on debt extinguishment

On April 13, 2017, we issued the 2024 Notes Add-on and the 2027 Notes. A portion of the net proceeds from the issuance of these notes was used to redeem all of the outstanding 2021 Notes and to satisfy and discharge the indenture governing the 2021 Notes. In connection with the redemption of all of the outstanding 2021 Notes, we recognized a loss on debt extinguishment of $36.9 million for the nine months ended September 30, 2017.

On June 21, 2017, 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. In conjunction with this amendment, we recognized a loss on debt extinguishment of $0.2 million for the nine months ended September 30, 2017.

Income Tax Expense

Income tax expense increased $24.3 million, or 33%, for the nine months ended September 30, 2017 relative to the comparable period in the prior year as a result of an increase in income before income taxes resulting from the reduction of previously recognized stock-based compensation expense to reflect the probable late achievement of the Project 600 Performance Award in 2018.

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.

In November 2016, Holdings' Board of Directors increased the quarterly cash dividend from $0.58 per share of common stock to $0.64 per share of common stock. During the nine months ended September 30, 2017 and September 30, 2016, Holdings paid $168.0 million and $161.5 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 $225.0 million in total cash dividends on our common stock for the 2017 calendar year.

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On June 7, 2016, Holdings announced that its Board of Directors approved a new stock repurchase program that permitted Holdings to repurchase $500.0 million in shares of Holdings' common stock (the "June 2016 Stock Repurchase Plan"). Holdings fully utilized the availability under the June 2016 Stock Repurchase Plan by April 2017. Throughout the program, Holdings repurchased 8,392,000 shares at a cumulative cost of approximately $500.0 million and an average cost per share of $59.58.

On March 30, 2017, Holdings announced that its Board of Directors approved a new stock repurchase plan that permits Holdings to repurchase an incremental $500.0 million in shares of Holdings' common stock (the "March 2017 Stock Repurchase Plan"). As of October 20, 2017, Holdings had repurchased 2,775,000 shares at a cumulative cost of approximately $157.2 million and an average cost per share of $56.65 under the March 2017 Stock Repurchase Plan, leaving approximately $342.8 million available for permitted repurchases.

Based on historical and anticipated operating results, we believe 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 do not anticipate becoming a full taxpayer until 2024. For the years 2018 through 2024, we have significant federal net operating loss carryforwards subject to an annual limitation that will shield approximately $32.5 million of taxable income per year. We do, however, anticipate paying a low level of federal income taxes beginning in 2018 and estimate a slow growth in cash taxes going forward.

Our current and future liquidity is greatly dependent upon our operating results, which are driven largely by overall economic conditions as well as the price and perceived quality of the entertainment experience at our parks. Our liquidity could also be adversely affected by a disruption in the availability of credit as well as unfavorable weather; natural disasters; contagious diseases, such as Ebola, Zika, 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, requiring us to 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 2016 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. The remaining net proceeds were used for general corporate and working capital purposes, which primarily included repurchases of our common stock.

On June 16, 2016, we also 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 LIBOR plus 2.75% to LIBOR plus 2.50%. 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.

On December 20, 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 LIBOR plus 2.50% to LIBOR plus 2.25%, with the elimination of the minimum LIBOR rate requirement.

On April 13, 2017, we issued the 2024 Notes Add-on and the 2027 Notes. A portion of the net proceeds from the issuance of these notes was used to redeem all of the outstanding 2021 Notes and to satisfy and discharge the indenture governing the 2021 Notes, including to pay accrued and unpaid interest to the redemption date and the related redemption premium on the 2021 Notes, and to pay related fees and expenses.

32

On June 21, 2017, 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 LIBOR plus 2.25% to LIBOR plus 2.00%.

As of September 30, 2017, our total indebtedness, net of discount and deferred financing costs, was approximately $2,020.2 million. Based on (i) non-revolving credit debt outstanding on that date, (ii) anticipated levels of working capital revolving borrowings during 2018, (iii) estimated interest rates for floating-rate debt and (iv) the 2024 Notes, the 2024 Notes Add-on and the 2027 Notes, we anticipate annual cash interest payments of approximately $100.0 million during 2017 and 2018. 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, 2017, we had approximately $82.7 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 percent of annual revenues on capital expenditures during the 2017 calendar year, plus approximately half of the $18 million in attractions and planned improvements for our newest water park in Oaxtepec, Mexico, which opened to the public in April 2017.

During the nine months ended September 30, 2017, net cash provided by operating activities was $379.7 million. Net cash used in investing activities during the nine months ended September 30, 2017 was $114.4 million, consisting primarily of $116.5 million in capital expenditures. Net cash used in financing activities during the nine months ended September 30, 2017 was $324.5 million, primarily attributable to payments of $499.4 million for stock repurchases and $168.0 million in cash dividends, partially offset by $363.8 million of net cash proceeds from the issuance of the 2024 Notes Add-on and the 2027 Notes, after redemption of all of the outstanding 2021 Notes.

Since our business is both seasonal in nature and involves significant levels of cash transactions, and most of our cash-based expenses are relatively fixed and do not vary significantly with either attendance or per capita spending, our net operating cash flows are largely driven by attendance and per capita spending levels. 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, 2016, 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 Add-on and of the 2027 Notes 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, 2017:

	Payment Due by Period
(Amounts in thousands)	2017		2018-2019		2020-2021		2022 and beyond		Total
Long term debt — including current portion (1)	$	—	$	—	$	—	$	2,044,750	$	2,044,750
Interest on long-term debt (2)	18,714		190,413		188,460		328,900		726,487

(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, 2017.

33

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of September 30, 2017, there have been no material changes in our market risk exposure from that disclosed in the 2016 Annual Report. For a discussion of our market risk exposure, please see "Item 7A. Quantitative and Qualitative Disclosure About Market Risk" contained in the 2016 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, 2017, of the effectiveness of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) or 15d-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 15d-15(f) promulgated under the Exchange Act, that occurred during our fiscal quarter ended September 30, 2017 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 2016 Annual Report, in Part II, Item 1 of our Quarterly Report on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017, 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, 2017.

Three potential class action complaints were filed against Six Flags Entertainment Corporation or one of its subsidiaries. The complaints were filed on August 11, 2017 in the Circuit Court of Lake County, Illinois, on September 1, 2017 in the United States District Court for the Northern District of Georgia, and on September 11, 2017 in the Superior Court of Los Angeles County. The complaints allege that we, in violation of federal law, printed more than the last five digits of a credit or debit card number on customers’ receipts. The plaintiffs seek statutory damages, compensatory damages, punitive damages, and attorneys’ fees. The complaints do not allege that any information was misused. We intend to vigorously defend ourselves against this litigation. Since this litigation is in an early stage, the outcome is currently not determinable and a reasonable estimate of loss or range of loss 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 2016 Annual Report. For a discussion on these risk factors, please see "Item 1A. Risk Factors" contained in the 2016 Annual Report.

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

On June 7, 2016, Holdings announced that its Board of Directors approved a stock repurchase program that permitted Holdings to repurchase an incremental $500.0 million in shares of Holdings' common stock (the "June 2016 Stock Repurchase Plan"). Holdings fully utilized the availability under the June 2016 Stock Repurchase Plan by April 2017. Throughout the program, Holdings repurchased 8,392,000 shares at a cumulative cost of approximately $500.0 million and an average cost per share of $59.58.

34

On March 30, 2017, Holdings announced that its Board of Directors approved a new stock repurchase plan that permits Holdings to repurchase an incremental $500.0 million in shares of Holdings' common stock (the "March 2017 Stock Repurchase Plan"). As of October 20, 2017, Holdings had repurchased 2,775,000 shares at a cumulative cost of approximately $157.2 million and an average cost per share of $56.65 under the March 2017 Stock Repurchase Plan, leaving approximately $342.8 million available for permitted repurchases.

The following table sets forth information regarding purchases of Holdings' common stock during the three months ended September 30, 2017 under the March 2017 Stock Repurchase Plan: 

	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	260,000	$	57.46	260,000	$	447,885,000
Month 2	August 1 - August 31	1,804,973	$	55.12	1,804,973	$	348,397,000
Month 3	September 1 - September 30	104,665	$	53.76	104,665	$	342,770,000
		2,169,638	$	55.33	2,169,638	$	342,770,000

ITEM 6. EXHIBITS AND EXHIBIT INDEX

Exhibit 10.1†	Employment Agreement, dated as of July 18, 2017, by and between James Reid-Anderson and Six Flags Entertainment Corporation—incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K (File No. 001-13703) filed on July 21, 2017
Exhibit 10.2†	Retirement Agreement, dated as of July 18, 2017, by and between John M. Duffey and Six Flags Entertainment Corporation—incorporated by reference to Exhibit 10.2 to Registrant's Current Report on Form 8-K (File No. 001-13703) filed on July 21, 2017
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

† Management contract or compensatory plan

* Filed herewith

** Furnished herewith

35

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 25, 2017	/s/ James Reid-Anderson
		James Reid-Anderson
		Chairman, President and Chief Executive Officer
Date:	October 25, 2017	/s/ Marshall Barber
		Marshall Barber
		Executive Vice President and Chief Financial Officer

36

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER,

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

I, James Reid-Anderson, 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 25, 2017
	/s/ James Reid-Anderson
	James Reid-Anderson
	Chairman, President and Chief Executive Officer

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 25, 2017
	/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, James Reid-Anderson, as Chairman, 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, 2017 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 25, 2017
	/s/ James Reid-Anderson
	James Reid-Anderson
	Chairman, President and Chief Executive Officer

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, 2017 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 25, 2017
	/s/ Marshall Barber
	Marshall Barber
	Executive Vice President and Chief Financial Officer

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Oct. 20, 2017
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, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Current Reporting Status	Yes
Entity Common Stock, Shares Outstanding		83,785,748

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 82,683	$ 137,385
Restricted-use investment securities	1,820	3,926
Accounts receivable, net	109,595	69,018
Inventories	30,578	24,156
Prepaid expenses and other current assets	50,336	44,306
Total current assets	275,012	278,791
Property and equipment, net:
Property and equipment, at cost	2,087,911	1,968,565
Accumulated depreciation	(833,395)	(757,310)
Total property and equipment, net	1,254,516	1,211,255
Other assets:
Debt issuance costs	3,290	4,188
Deposits and other assets	13,001	9,218
Goodwill	630,248	630,248
Intangible assets, net of accumulated amortization of $19,137 and $17,135 as of September 30, 2017 and December 31, 2016, respectively	352,221	353,972
Total other assets	998,760	997,626
Total assets	2,528,288	2,487,672
Current liabilities:
Accounts payable	43,077	26,209
Accrued compensation, payroll taxes and benefits	21,755	31,039
Accrued insurance reserves	36,180	42,443
Accrued interest payable	21,063	27,684
Other accrued liabilities	44,596	35,461
Deferred revenue	178,619	123,955
Current portion of long-term debt	0	29,161
Total current liabilities	345,290	315,952
Noncurrent liabilities:
Long-term debt	2,020,184	1,624,486
Other long-term liabilities	42,701	48,568
Deferred income taxes	187,819	199,280
Total noncurrent liabilities	2,250,704	1,872,334
Total liabilities	2,595,994	2,188,286
Redeemable noncontrolling interests	505,321	485,876
Stockholders' deficit:
Preferred stock, $1.00 par value	0	0
Common stock, $0.025 par value, 140,000,000 shares authorized; 83,737,187 and 90,849,428 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively	2,093	2,271
Capital in excess of par value	1,052,395	1,116,227
Accumulated deficit	(1,566,152)	(1,237,804)
Accumulated other comprehensive loss, net of tax	(61,363)	(67,184)
Total stockholders' deficit	(573,027)	(186,490)
Total liabilities and deficit	$ 2,528,288	$ 2,487,672

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Accumulated amortization of intangible assets	$ 19,137	$ 17,135
Preferred stock, par value (in dollars per share)	$ 1.00	$ 1.00
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	83,737,187	90,849,428
Common stock, shares outstanding	83,737,187	90,849,428

XML

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Revenues
Theme park admissions	$ 331,244	$ 311,427	$ 604,105	$ 585,270
Theme park food, merchandise and other	223,861	220,667	429,033	427,293
Sponsorship, licensing and other fees	20,798	20,284	56,794	53,936
Accommodations revenue	4,515	5,221	12,386	13,585
Total revenues	580,418	557,599	1,102,318	1,080,084
Operating expenses (excluding depreciation and amortization shown separately below)	166,662	151,169	404,542	387,376
Selling, general and administrative (including stock-based compensation of ($39,055) and $96,244 in 2017 and 2016, respectively, and excluding depreciation and amortization shown separately below)	11,571	134,132	96,604	229,106
Costs of products sold	45,951	44,277	91,021	90,435
Depreciation	27,962	26,740	80,776	77,391
Amortization	571	653	1,870	1,954
Loss on disposal of assets	2,010	799	4,337	913
Interest expense	25,892	21,276	74,322	61,083
Interest income	(171)	(110)	(444)	(269)
Loss on debt extinguishment	0	0	37,109	2,377
Other expense, net	375	1,318	40	2,009
Income before income taxes	299,595	177,345	312,141	227,709
Income tax expense	98,665	55,651	97,128	72,850
Net income	200,930	121,694	215,013	154,859
Less: Net income attributable to noncontrolling interests	(19,605)	(19,212)	(39,210)	(38,425)
Net income attributable to Six Flags Entertainment Corporation	$ 181,325	$ 102,482	$ 175,803	$ 116,434
Earnings Per Share
Weighted-average common shares outstanding — basic:	84,480	92,204	87,676	92,538
Weighted-average common shares outstanding — diluted:	85,876	94,155	89,434	94,654
Net income per average common share outstanding — basic:	$ 2.15	$ 1.11	$ 2.01	$ 1.26
Net income per average common share outstanding — diluted:	2.11	1.09	1.97	1.23
Cash dividends declared per common share	$ 0.64000	$ 0.58	$ 1.92	$ 1.74

XML

Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Statement [Abstract]
Stock-based Compensation Expense	$ (35,740)	$ 89,994	$ (39,055)	$ 96,244

XML

Condensed Consolidation Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended				9 Months Ended
	Sep. 30, 2017		Sep. 30, 2016		Sep. 30, 2017		Sep. 30, 2016
Statement of Comprehensive Income [Abstract]
Net income	$ 200,930		$ 121,694		$ 215,013		$ 154,859
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment (1)	248	[1]	(990)	[1]	5,027	[2]	(1,589)	[2]
Defined benefit retirement plan (2)	129	[3]	133	[3]	386	[4]	435	[4]
Change in cash flow hedging (3)	98	[5]	425	[5]	408	[6]	30	[6]
Other comprehensive income (loss), net of tax	475		(432)		5,821		(1,124)
Comprehensive income	201,405		121,262		220,834		153,735
Less: Comprehensive income attributable to noncontrolling interests	(19,605)		(19,212)		(39,210)		(38,425)
Comprehensive income attributable to Six Flags Entertainment Corporation	$ 181,800		$ 102,050		$ 181,624		$ 115,310

[1] Foreign currency translation adjustment is presented net of tax expense of $0.1 million for the three months ended September 30, 2017 and net of tax benefit of $0.6 million for the three months ended September 30, 2016.

[2] Foreign currency translation adjustment is presented net of tax expense of $2.7 million for the nine months ended September 30, 2017 and net of tax benefit of $0.9 million for the nine months ended September 30, 2016.

[3] Defined benefit retirement plan is presented net of tax expense of $0.1 million for the three months ended September 30, 2017 and September 30, 2016.

[4] Defined benefit retirement plan is presented net of tax expense of $0.2 million and $0.3 million for the nine months ended September 30, 2017 and September 30, 2016, respectively.

[5] Change in cash flow hedging is presented net of tax expense of $0.1 million and $0.3 million for the three months ended September 30, 2017 and September 30, 2016, respectively.

[6] Change in cash flow hedging is presented net of tax expense of $0.3 million for the nine months ended September 30, 2017 and net of nominal tax expense for the nine months ended September 30, 2016.

XML

Condensed Consolidation Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Statement of Comprehensive Income [Abstract]
Foreign currency translation adjustment, tax	$ 0.1	$ (0.6)	$ 2.7	$ (0.9)
Defined benefit retirement plan, tax	(0.1)	(0.1)	(0.2)	(0.3)
Change in cash flow hedging, tax	$ 0.1	$ 0.3	$ 0.3	$ 0.0

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, 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 (in shares)		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 (in shares)		(2,154,205)
Employee stock purchase plan	975	$ 1	974
Employee stock purchase plan (in shares)		19,863
Fresh start valuation adjustment for partnership units purchased	36			36
Net income attributable to Six Flags Entertainment Corporation	116,434			116,434
Net other comprehensive income, 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
Increase (Decrease) in Stockholders' Equity
Cumulative effect adjustment	101,057	$ 0	0	101,057	0
Balances (Scenario, Previously Reported) at Dec. 31, 2016	(186,490)	2,271	1,116,227	(1,237,804)	(67,184)
Balances at Dec. 31, 2016	(85,433)	$ 2,271	1,116,227	(1,136,747)	(67,184)
Balances (in shares) (Scenario, Previously Reported) at Dec. 31, 2016		90,849,428
Balances (in shares) at Dec. 31, 2016		90,849,428
Increase (Decrease) in Stockholders' Equity
Issuance of common stock	35,216	$ 31	35,185
Issuance of common stock (in shares)		1,246,118
Stock-based compensation	(39,055)		(39,055)
Dividends declared to common stockholders	(167,009)			(167,009)
Repurchase of common stock	(499,442)	$ (210)	(61,001)	(438,231)
Repurchase of common stock (in shares)		(8,377,729)
Employee stock purchase plan	1,040	$ 1	1,039
Employee stock purchase plan (in shares)		19,370
Fresh start valuation adjustment for partnership units purchased	32			32
Net income attributable to Six Flags Entertainment Corporation	175,803			175,803
Net other comprehensive income, net of tax	5,821				5,821
Balances at Sep. 30, 2017	$ (573,027)	$ 2,093	$ 1,052,395	$ (1,566,152)	$ (61,363)
Balances (in shares) at Sep. 30, 2017		83,737,187.000

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Condensed Consolidation Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities:
Net income	$ 215,013	$ 154,859
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	82,646	79,345
Stock-based compensation	(39,055)	96,244
Interest accretion on notes payable	723	322
Loss on debt extinguishment	(37,109)	(2,377)
Amortization of debt issuance costs	3,101	3,331
Other, including loss on disposal of assets	2,023	2,719
Increase in accounts receivable	(39,273)	(49,458)
Increase in inventories, prepaid expenses and other current assets	(11,374)	(17,260)
Increase in deposits and other assets	(3,769)	(805)
Increase in accounts payable, deferred revenue, accrued liabilities and other long-term liabilities	53,851	49,108
Decrease in accrued interest payable	(6,621)	(6,252)
Deferred income taxes	85,282	60,224
Net cash provided by operating activities	379,656	374,754
Cash flows from investing activities:
Additions to property and equipment	(116,548)	(101,234)
Property insurance recoveries	0	320
Purchase of identifiable intangible assets	0	125
Sale (purchase) of restricted-use investments, net	2,106	(804)
Proceeds from sale of assets	11	2,204
Net cash used in investing activities	(114,431)	(99,639)
Cash flow from financing activities:
Repayment of borrowings	(949,161)	(333,162)
Proceeds from borrowings	1,313,000	481,000
Payment of debt issuance costs	(37,336)	(5,737)
Payment of cash dividends	(168,034)	(161,498)
Proceeds from issuance of common stock	36,256	25,728
Stock repurchases	(499,442)	(119,663)
Purchase of redeemable noncontrolling interests	128	223
Distributions to noncontrolling interests	19,605	19,213
Net cash used in financing activities	(324,450)	(132,768)
Effect of exchange rate on cash	4,523	(3,350)
Net (decrease) increase in cash and cash equivalents	(54,702)	138,997
Cash and cash equivalents at beginning of period	137,385	99,760
Cash and cash equivalents at end of period	82,683	238,757
Supplemental cash flow information
Cash paid for interest	77,120	63,670
Cash paid for income taxes	$ 11,179	$ 14,000

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General - Basis of Presentation

9 Months Ended

Sep. 30, 2017

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 20 parks we currently own or operate, 17 parks are located in the United States, two are located in 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 2016 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, 2017 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 $93.8 million and $92.3 million as of September 30, 2017 and December 31, 2016, 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 Company 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, 2017 and December 31, 2016, 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.

In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”) to simplify the accounting for employee share-based payments. Upon the adoption of ASU 2016-09, all excess tax benefits and tax deficiencies are to be recognized within income tax expense when the awards vest or are settled. We adopted the new guidance in ASU 2016-09 in the quarter ended March 31, 2017. As a result, we recognized $1.3 million and $8.8 million in excess tax benefits related to employee share-based payments for the three and nine months ended September 30, 2017, respectively. Additionally, we recorded a cumulative effect adjustment to opening retained earnings of $101.1 million to recognize United States net operating loss carryforwards attributable to income tax deductions taken in prior periods related to employee share-based payments that were in excess of amounts recognized in our financial statements. Prior to the adoption of ASU 2016-09, we used the "with and without" method when determining when excess tax benefits had been realized, and as a result of our utilization of United States net operating loss carryforwards, any excess tax benefits generated to date have not reduced any taxes that would have otherwise been required to be paid. As such, no excess tax benefits had been previously recognized in our financial statements.

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 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 derivatives that do not qualify for hedge accounting or that were de-designated are recorded in other 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.

Upon the adoption of ASU 2016-09, excess tax benefits and tax deficiencies should no longer be included as assumed proceeds in the calculation of diluted shares outstanding. We adopted the new guidance in ASU 2016-09 in the quarter ended March 31, 2017.

The computation of diluted earnings per share included the effect of 1,396,000 and 1,951,000 dilutive stock options and restricted shares and excluded the effect of 1,111,000 and 960,000 antidilutive stock options for the three months ended September 30, 2017 and September 30, 2016, respectively. The computation of diluted earnings per share included the effect of 1,758,000 and 2,116,000 dilutive stock options and restricted shares and excluded the effect of 886,000 and 656,000 antidilutive stock options for the nine months ended September 30, 2017 and September 30, 2016, respectively.

Earnings per common share for the three and nine months ended September 30, 2017 and September 30, 2016 was calculated as follows:

	Three Months Ended				Nine Months Ended
(Amounts in thousands, except per share data)	September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016
Net income attributable to Six Flags Entertainment Corporation	$	181,325	$	102,482	$	175,803	$	116,434
Weighted-average common shares outstanding — basic:	84,480		92,204		87,676		92,538
Effect of dilutive stock options and restricted shares	1,396		1,951		1,758		2,116
Weighted-average common shares outstanding — diluted:	85,876		94,155		89,434		94,654
Earnings per share — basic:	$	2.15	$	1.11	$	2.01	$	1.26
Earnings per share — diluted:	$	2.11	$	1.09	$	1.97	$	1.23

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 2017 and May 2015, our stockholders approved amendments to the Long-Term Incentive Plan that increased the number of shares available for issuance under the Long-Term Incentive Plan by 4,000,000 shares and 5,000,000 shares, respectively.

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' common stock on the date of grant.

During the year ended December 31, 2011, a performance award was established based on our goal 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 earned, resulting in the issuance of 1,511,100 shares and 1,314,000 shares, plus associated DERs, in February 2015 and 2016, respectively. We recognized a reduction in stock-based compensation expense related to the 2015 Performance Award of $1.6 million during 2016 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 "Project 600 Performance Award"). The compensation committee of Holdings' Board of Directors determined that, since the incremental investment in the new Mexico water park was not planned when the Project 600 Performance Award goal was determined, the Project 600 Performance Award goal will be increased by an amount based on the Company’s cost of capital times the incremental investment, prorated for the number of months in 2017 the water park is open less pre-opening expenses incurred in 2017. On this basis, the Project 600 Performance Award goal has increased by $1.1 million to $601.1 million. If the goal is achieved in 2017, the aggregate payout under this award to key employees would be approximately 2,300,000 shares, plus DERs. During the quarter ended September 30, 2016, it was determined that full achievement of the Modified EBITDA performance goal was probable by 2017, primarily based on the success of our fall sales campaign for 2017 season passes, memberships and all-season dining passes, as well as a growth in deferred revenue and growth in our business once weather normalized in the second half of the third quarter of 2016. However, the adverse weather and natural disasters experienced during the summer months of 2017 has made achieving the goal more challenging and, in accordance with FASB ASC Topic 718, Stock Compensation, full or partial achievement of the Project 600 Performance Award is no longer deemed probable in 2017. We are now recognizing stock-based compensation expense based on the probable late achievement of the Project 600 Performance Award in 2018, which would result in half of the aggregate payout being awarded. To reflect the probable late achievement of the Project 600 Performance Award in 2018, we reduced previously recognized stock-based compensation expense during the three and nine months ended September 30, 2017 by $41.7 million and $66.7 million, respectively, plus an additional $3.3 million and $6.2 million, respectively, for the associated DERs.

The following table summarizes stock-based compensation expense related to the Project 600 Performance Award and related DERs for the three and nine months ended September 30, 2017 and September 30, 2016:

	Three Months Ended					Nine Months Ended
(Amounts in thousands)	September 30, 2017			September 30, 2016		September 30, 2017			September 30, 2016
Project 600 Performance Award	$	(36,691	)	$	75,662	$	(45,076	)	$	75,662
Project 600 Performance Award - DERs	(2,861		)	10,104		(4,082		)	10,104
Total Project 600 Performance Award Expense	$	(39,552	)	$	85,766	$	(49,158	)	$	85,766

In total, we have recognized $46.3 million and $7.0 million in stock-based compensation expense related to the Project 600 Performance Award and associated DERs, respectively, since we began recognizing stock-based compensation expense for this award during the third quarter of 2016. Based on the closing market price of Holdings' common stock on the last trading day of the quarter ended September 30, 2017, the total unrecognized compensation expense related to the Project 600 Performance Award was $23.3 million, plus approximately $3.4 million for the associated DERs, that will be recognized over the remaining service period.

During the three and nine months ended September 30, 2017 and September 30, 2016, stock-based compensation expense consisted of the following: 

	Three Months Ended					Nine Months Ended
(Amounts in thousands)	September 30, 2017			September 30, 2016		September 30, 2017			September 30, 2016
Long-Term Incentive Plan	$	(35,815	)	$	89,894	$	(39,245	)	$	95,967
Employee Stock Purchase Plan	75			100		190			277
Total Stock-Based Compensation	$	(35,740	)	$	89,994	$	(39,055	)	$	96,244

As of September 30, 2017, options to purchase approximately 5,960,000 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 4,307,000 shares were available for future grant.

The new guidance in ASU 2016-09, which we adopted in the quarter ended March 31, 2017, allows companies to elect to account for forfeitures as they occur rather than estimating the number of awards that are not expected to vest because the requisite service period will not be rendered. We have elected to continue to estimate the number of awards that are expected to vest.

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 consolidated statements of operations net of sales taxes collected from our guests that are 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 meals and snacks 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 the parks 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 revenue. For active memberships after the initial twelve-month term, we recognize revenue monthly as payments are received. As of September 30, 2017, deferred revenue 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 2017 and 2018 and (iv) sponsorship revenue that will primarily be recognized in 2017.

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, such as 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, 2017 and December 31, 2016, we have recorded an allowance for doubtful accounts of $8.7 million and $3.0 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 revenue.

i. Recently Adopted Accounting Pronouncements

In March 2016, the FASB issued 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 requires that companies elect to account for forfeitures based on an estimate of the number of awards for which the requisite service period will not be rendered or to account for forfeitures as they occur. An entity may elect to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using either a prospective transition method or a retrospective transition method. We adopted the new guidance in ASU 2016-09 in the quarter ended March 31, 2017. The impact of the adoption of ASU 2016-09 on our consolidated financial statements was as follows:

• Condensed Consolidated Balance Sheets - a $101.1 million reduction in the January 1, 2017 accumulated deficit and deferred income taxes balances resulting from the recognition (modified retrospective) of all previously unrecognized excess tax benefits and tax deficiencies related to employee share-based payments;

• Condensed Consolidated Statements of Operations - all excess tax benefits and tax deficiencies related to employee share-based payments will be recognized through income tax expense (prospectively); and

• Condensed Consolidated Statements of Cash Flows - all excess tax benefits related to employee share-based payments will be presented as operating activities along with other income tax cash flows (prospectively).

j. 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 Update 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date ("ASU 2015-14"), 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. 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. ASU 2016 08/10 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. In preparation for our adoption of these new standards, we are in the process of reviewing our key revenue drivers. Based on the preliminary results of our ongoing review, we do not expect the adoption of these new standards to have a material impact on our results of operations, financial position and cash flows once implemented on an annual basis. We are still evaluating the disclosure requirements under these new standards. We are also still in the process of evaluating and designing the necessary changes to our business processes, systems and controls to support recognition and disclosure under the new standards. We will adopt the standards in the first quarter of 2018 and currently anticipate applying the modified retrospective transition method.

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; however, we note that with the adoption of the amendments in ASU 2016-02, operating leases related to certain of our land leases will require recognition in our consolidated balance sheet under ASU 2016-02. This could have a material effect on our consolidated statement of financial position, but we do not anticipate this will have a material effect on our results of operations or cash flows.

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.

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash ("ASU 2016-18"). The amendments in ASU 2016-18 require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 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 2016-18 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.

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles-Goodwill and Other (Topic 350) ("ASU 2017-04"). The amendments in ASU 2017-04 intend to simplify the subsequent measurement of goodwill, eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. ASU 2017-04 is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods, with early application permitted. An entity should apply ASU 2017-04 using a prospective transition method. 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 March 2017, the FASB issued Accounting Standards Update No. 2017-07, Compensation-Retirement Benefits (Topic 715): “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” ("ASU 2017-07"). The amendments in ASU 2017-07 require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The amendments in ASU 2017-07 also require that an employer disaggregate the service cost component from the other components of net benefit cost. ASU 2017-07 is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted as of the beginning of an annual period for which financial statements, interim or annual, have not been issued or made available for issuance. That is, early adoption should be within the first interim period if an employer issues interim financial statements. The amendments in ASU 2017-07 should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic postretirement benefit in assets. We do not anticipate that the adoption of this pronouncement will result in a material impact to the presentation of our net periodic pension cost and net periodic postretirement benefit cost.

In August 2017, the FASB issued Accounting Standards Update No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities ("ASU 2017-12"). The amendments in ASU 2017-12 change the recognition and presentation requirements of hedge accounting, including the elimination of the requirement to separately measure and report hedge ineffectiveness and the addition of a requirement to present all items that affect earnings in the same income statement line item as the hedged item. ASU 2017-12 also provides new alternatives for:

• Applying hedge accounting to additional hedging strategies;

• Measuring the hedged item in fair value hedges of interest rate risk;

• Reducing the cost and complexity of applying hedge accounting by easing the requirements for effectiveness testing, hedge documentation and application of the critical terms match method; and

• Reducing the risk of material error correction if a company applies the shortcut method inappropriately.

ASU 2017-12 is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted any time after the issuance of ASU 2017-12, including in an interim period. If adopted at other than the beginning of a fiscal year, cumulative effect adjustments are reflected as of the beginning of the fiscal year. 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.

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Derivative Financial Instruments

9 Months Ended

Sep. 30, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

Derivative Financial Instruments

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 derivative instruments 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. When in qualifying relationships, the effective portion of all cash flow designated derivatives are deferred in accumulated other comprehensive income (loss) ("AOCI") 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 hedging instruments are recorded directly to interest expense and other expense, net, respectively. 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.

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 (as defined in "Item 1. Financial Statements – Notes to Consolidated Financial Statements (Unaudited) – Note 4" in this Quarterly Report). 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. On March 31, 2017, the Interest Rate Swap Agreements were de-designated due to a change in the forecasted borrowings. The Interest Rate Swap Agreements continue to serve as economic hedges and provide protection against rising interest rates. Subsequent to the de-designation, the amounts recorded in accumulated other comprehensive loss will be amortized into earnings through the original December 2017 maturity date.

Derivative instruments recorded at fair value in our unaudited and audited condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016, respectively, consisted of the following:

	Derivative Liabilities
(Amounts in thousands)	September 30, 2017		December 31, 2016
Derivatives Designated as Cash Flow Hedges
Interest Rate Swap Agreements - Current	$	—	$	871
Derivatives Not Designated as Hedging Instruments
Interest Rate Swap Agreements - Current	140		—
	$	140	$	871

Losses before taxes on derivatives not designated as hedging instruments included in our unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2017 and September 30, 2016 were as follows:

	Amount of Loss Recognized in Income on Derivative
	Three Months Ended					Nine Months Ended
(Amounts in thousands)	September 30, 2017			September 30, 2016		September 30, 2017			September 30, 2016
Interest Rate Swap Agreements	$	(14	)	$	—	$	(69	)	$	—
Total	$	(14	)	$	—	$	(69	)	$	—

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, 2017 and September 30, 2016 were as follows:

Three Months EndedSeptember 30, 2017 and September 30, 2016

	Gain 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)	2017		2016		2017			2016			2017		2016
Interest Rate Swap Agreements	—		256		(160		)	(441		)	—		—
Total	$	—	$	256	$	(160	)	$	(441	)	$	—	$	—

Nine Months EndedSeptember 30, 2017 and September 30, 2016

	Gain (Loss) Recognized in AOCI (Effective Portion)					Loss Reclassified from AOCI into Operations (Effective Portion)						Gain Recognized in Operations on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)
(Amounts in thousands)	2017		2016			2017			2016			2017		2016
Interest Rate Swap Agreements	57		(1,274		)	(611		)	(1,324		)	30		—
Total	$	57	$	(1,274	)	$	(611	)	$	(1,324	)	$	30	$	—

The Interest Rate Swap Agreements were de-designated on March 31, 2017. The amounts previously recorded in accumulated other comprehensive loss will be amortized into earnings through the original December 2017 maturity date. As of September 30, 2017, approximately $0.2 million of unrealized losses related to the Interest Rate Swap Agreements prior to de-designation remain in accumulated other comprehensive loss, all of which is expected to be reclassified from accumulated other comprehensive loss to operations within the next twelve months.

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Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2017

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, 2017 and December 31, 2016:

	As of
	September 30, 2017						December 31, 2016
(Amounts in thousands)	Carrying Amount			Fair Value			Carrying Amount			Fair Value
Financial assets (liabilities):
Restricted-use investment securities	$	1,820		$	1,820		$	3,926		$	3,926
Interest Rate Swap Agreements	(140		)	(140		)	(871		)	(871		)
Long-term debt	(2,020,184		)	(2,056,602		)	(1,653,647		)	(1,679,525		)

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, 2017

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, 2024 Notes and 2027 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 LIBOR plus 3.00% to LIBOR plus 2.75% 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. 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 LIBOR plus 2.75% to LIBOR plus 2.50%. 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.

On December 20, 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 LIBOR plus 2.50% to LIBOR plus 2.25%, with the elimination of the minimum LIBOR rate requirement. We capitalized a nominal amount of debt issuance costs directly associated with the issuance of this amendment and recognized a loss on debt extinguishment of $0.5 million.

On June 21, 2017, 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 LIBOR plus 2.25% to LIBOR plus 2.00%. We capitalized $0.5 million of debt issuance costs directly associated with the issuance of this amendment and recognized a loss on debt extinguishment of $0.2 million.

As of September 30, 2017 and December 31, 2016, 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). 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, 2017, 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, 2017 and December 31, 2016, $544.8 million was outstanding under the Amended and Restated Term Loan B. Interest on the Amended and Restated Term Loan B accrues at an annual rate of LIBOR plus an applicable margin, 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, 2017, the applicable interest rate on the Amended and Restated Term Loan B was 3.15%. 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, 2024 Notes and 2027 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 were 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).

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 and we used the remaining net proceeds of the sale of the 2024 Notes for general corporate and working capital purposes, which primarily included repurchases of our common stock.

On April 13, 2017, we issued an additional $700.0 million of 4.875% Senior Notes due 2024 (the "2024 Notes Add-on"). We capitalized $3.9 million of debt issuance costs directly associated with the issuance of the 2024 Notes Add-on. Interest payments of $24.4 million for the 2024 Notes and the 2024 Notes Add-on are due semi-annually on January 31 and July 31 of each year, with the exception of the first payment for the 2024 Notes on January 31, 2017, which was $9.1 million.

On April 13, 2017, we issued $500.0 million of 5.50% Senior Notes due 2027 (the "2027 Notes"). We capitalized $2.6 million of debt issuance costs directly associated with the issuance of the 2027 Notes. Interest payments of $13.8 million are due semi-annually on April 15 and October 15 of each year, with the exception of the first payment on October 15, 2017, which was $13.9 million.

A portion of the net proceeds from the issuance of the 2024 Notes Add-on and 2027 Notes was used to redeem all of the outstanding 2021 Notes and to satisfy and discharge the indenture governing the 2021 Notes, including to pay the accrued and unpaid interest to the redemption date, the related redemption premium on the 2021 Notes, and related fees and expenses. The remaining net proceeds were used for general corporate and working capital purposes, which primarily included repurchases of our common stock. In connection with the redemption of all of the outstanding 2021 Notes, in the second quarter of 2017 we recognized a loss on debt extinguishment of $36.9 million.

The 2024 Notes, 2024 Notes Add-on and 2027 Notes are guaranteed by the Loan Parties. The 2024 Notes, 2024 Notes Add-on and 2027 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 2024 Notes, 2024 Notes Add-on and 2027 Notes contain certain events of default, including payment defaults, 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 bore interest at 6.72%, with payments of principal and interest due monthly. Prior to repayment of the Refinance Loan, HWP was subject to various covenants under the Refinance Loan that placed certain restrictions limiting or prohibiting engaging in certain types of transactions. Pursuant to the Refinance Loan, HWP deposited into escrow $1.8 million and $3.9 million as of September 30, 2017 and December 31, 2016, respectively. On September 29, 2017, we repaid all amounts outstanding under the Refinance Loan and on October 13, 2017, all amounts previously held in escrow were released.

Long-Term Indebtedness Summary

As of September 30, 2017 and December 31, 2016, long-term debt consisted of the following: 

	As of
(Amounts in thousands)	September 30, 2017			December 31, 2016
Amended and Restated Term Loan B	$	544,750		$	544,750
2021 Notes	—			800,000
2024 Notes	1,000,000			300,000
2027 Notes	500,000			—
HWP Refinance Loan	—			29,161
Net discount	(8,470		)	(2,192		)
Deferred financing costs	(16,096		)	(18,072		)
Long-term debt and Short-term borrowings	2,020,184			1,653,647
Less current portion	—			(29,161		)
Total long-term debt	$	2,020,184		$	1,624,486

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Accumulated Other Comprehensive Income (Loss)

9 Months Ended

Sep. 30, 2017

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

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Loss

Changes in the composition of AOCI during the nine months ended September 30, 2017 were as follows:

(Amounts in thousands)	Cumulative Translation Adjustment			Cash Flow Hedges			Defined Benefit Plans			Income Taxes			Accumulated Other Comprehensive Loss
Balances at December 31, 2016	$	(31,942	)	$	(826	)	$	(43,960	)	$	9,544		$	(67,184	)
Amounts reclassified from accumulated other comprehensive income (loss)	—			611			632			(485		)	758
Current period other comprehensive income (loss) activity	7,742			57			—			(2,736		)	5,063
Balances at September 30, 2017	$	(24,200	)	$	(158	)	$	(43,328	)	$	6,323		$	(61,363	)

The Company had the following reclassifications out of AOCI during the three and nine months ended September 30, 2017 and September 30, 2016:

	Location of Reclassification into Income	Amount of Reclassification from AOCI						Amount of Reclassification from AOCI
		Three Months Ended						Nine Months Ended
Component of AOCI		September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016
		(Amounts in thousands)
Amortization of loss on interest rate hedge	Interest expense	$	160		$	441		$	611		$	1,324
	Income tax expense	(62		)	(171		)	(238		)	(516		)
	Net of tax	$	98		$	270		$	373		$	808
Amortization of deferred actuarial loss and prior service cost	Operating expenses	$	211		$	219		$	632		$	713
	Income tax expense	(83		)	(86		)	(247		)	(278		)
	Net of tax	$	128		$	133		$	385		$	435
Total reclassifications		$	226		$	403		$	758		$	1,243

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2017

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 $69.7 million in 2017 (subject to cost of living adjustments) to the limited partners in the Partnership Parks (based on our ownership of units as of September 30, 2017, our share of the distribution will be approximately $30.5 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, 2017, is $374.6 million in the case of SFOG and $433.8 million in the case of SFOT. As of September 30, 2017, 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 2017 annual offer, we did not purchase any units from the Georgia partnership and we purchased 0.0708 units from the Texas partnership for approximately $0.1 million in May 2017. Pursuant to the 2016 annual offer, we did not purchase any units from the Texas partnership and we purchased 0.0650 units from the Georgia partnership for approximately $0.2 million in May 2016. 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 2018 at both parks will be approximately $461.7 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 $27.8 million of capital expenditures at these parks during the 2016 season and intend to incur approximately $18.0 million of capital expenditures at these parks for the 2017 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 $79.5 million of cash in 2016 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, 2017 and December 31, 2016, 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 to the Partnership Parks 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, 2017. 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. Following the verdict, we paid the full amount of our $2.5 million self-insurance retention to our insurers and they assumed all remaining financial obligations to the plaintiff, if any.  A notice of appeal was filed on September 19, 2014, which our insurers were 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 asked the Georgia Supreme Court to grant further review and rule that Six Flags was 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 and oral arguments were heard on February 13, 2017. On June 5, 2017, the Georgia Supreme Court affirmed in part and reversed in part the decision of the Court of Appeals and remanded the case for further proceedings consistent with the Georgia Supreme Court’s decision. The Georgia Supreme Court held that we were entitled to a new trial to determine apportionment of damages among various tortfeasors.  On June 5, 2017, the trial court entered an order approving a confidential settlement agreement reached by the parties. The amount set forth in the settlement agreement will be paid by our insurance carriers.

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, pending permitting, 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. 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. We previously expensed the full amount of our $2.5 million self-insurance retention. Based on the passage of time without ongoing litigation and the advice of counsel, the retention was reduced.

On September 12, 2014, a civil action was commenced against us 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. In May 2016 we filed a post-trial motion to vacate the jury verdict, however, on May 31, 2017, the Appellate Court of the Second District denied our appeal and we paid the judgment amount plus interest.

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. On January 6, 2017, the court denied our motion to certify questions for interlocutory appeal, but on April 7, 2017, the court granted our motion for reconsideration of the motion for interlocutory appeal and certified two questions for consideration by the Illinois Appellate Court of the Second District. On June 7, 2017, the Illinois Appellate Court granted our motion to appeal. Accordingly, two questions regarding the interpretation of the Illinois Biometric Information Privacy Act have been certified for consideration by the Appellate Court. 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.

Three potential class action complaints were filed against Six Flags Entertainment Corporation or one of its subsidiaries. The complaints were filed on August 11, 2017 in the Circuit Court of Lake County, Illinois, on September 1, 2017 in the United States District Court for the Northern District of Georgia, and on September 11, 2017 in the Superior Court of Los Angeles County. The complaints allege that we, in violation of federal law, printed more than the last five digits of a credit or debit card number on customers’ receipts. The plaintiffs seek statutory damages, compensatory damages, punitive damages, and attorneys’ fees. The complaints do not allege that any information was misused. We intend to vigorously defend ourselves against this litigation. Since this litigation is in an early stage, the outcome is currently not determinable and a reasonable estimate of loss or range of loss cannot be made.

Tax and Other Contingencies

As of September 30, 2017 and December 31, 2016, 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, 2017

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, 2017, redeemable noncontrolling interests in the SFOT and SFOG partnerships was $237.3 million and $268.0 million, respectively.

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

(Amounts in thousands)	SFOT			SFOG			Total
Balance at December 31, 2016	$	227,620		$	258,256		$	485,876
Purchase of redeemable units of SFOT and SFOG	(128		)	—			(128		)
Fresh start accounting fair market value adjustment for purchased units	(32		)	—			(32		)
Net income attributable to noncontrolling interests	19,700			19,510			39,210
Distributions to noncontrolling interests	(9,850		)	(9,755		)	(19,605		)
Balance at September 30, 2017	$	237,310		$	268,011		$	505,321

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 noncontrolling partnership units in SFOT and SFOG as of September 30, 2017 was approximately $203.5 million and $258.3 million, respectively.

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Business Segments

9 Months Ended

Sep. 30, 2017

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, 2017			September 30, 2016		September 30, 2017			September 30, 2016
Net income	$	200,930		$	121,694	$	215,013		$	154,859
Interest expense, net	25,721			21,166		73,878			60,814
Income tax expense	98,665			55,651		97,128			72,850
Depreciation and amortization	28,533			27,393		82,646			79,345
Corporate expenses	9,768			9,674		36,258			37,366
Stock-based compensation	(35,740		)	89,994		(39,055		)	96,244
Non-operating park level expense, net:
Loss on disposal of assets	2,010			799		4,337			913
Loss on debt extinguishment	—			—		37,109			2,377
Other expense, net	375			1,318		40			2,009
Park EBITDA	$	330,262		$	327,689	$	507,354		$	506,777

All of our owned or managed parks are located in the United States with the exception of two parks in 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, 2017 and September 30, 2016:

	Domestic		Foreign		Total
2017	(Amounts in thousands)
Long-lived assets	$	2,134,645	$	102,340	$	2,236,985
Revenues	1,015,047		87,271		1,102,318
Income before income taxes	292,648		19,493		312,141
2016
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

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Pension Benefits

9 Months Ended

Sep. 30, 2017

Retirement Benefits [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, 2017 and September 30, 2016:

	Three Months Ended						Nine Months Ended
(Amounts in thousands)	September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016
Service cost	$	425		$	600		$	1,275		$	1,800
Interest cost	2,065			2,209			6,196			6,693
Expected return on plan assets	(3,211		)	(3,129		)	(9,632		)	(9,362		)
Amortization of net actuarial loss	211			219			632			713
Total net periodic benefit	$	(510	)	$	(101	)	$	(1,529	)	$	(156	)

Weighted-Average Assumptions Used To Determine Net Cost

	Three Months Ended				Nine Months Ended
	September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016
Discount rate	3.90	%	4.10	%	3.90	%	4.10	%
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 each of the nine months ended September 30, 2017 and September 30, 2016, we made pension contributions of $6.0 million.

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Stock Repurchase Plans

9 Months Ended

Sep. 30, 2017

Class of Stock Disclosures [Abstract]

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 fully utilized the availability under the November 2013 Stock Repurchase Plan by August 2016. Throughout the program, Holdings repurchased 11,428,000 shares at a cumulative cost 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"). Holdings fully utilized the availability under the June 2016 Stock Repurchase Plan by April 2017. Throughout the program, Holdings repurchased 8,392,000 shares at a cumulative cost of approximately $500.0 million and an average price per share of $59.58.

On March 30, 2017, Holdings announced that its Board of Directors approved a new stock repurchase plan that permitted Holdings to repurchase an incremental $500.0 million in shares of Holdings' common stock (the "March 2017 Stock Repurchase Plan"). As of October 20, 2017, Holdings had repurchased 2,775,000 shares at a cumulative cost of approximately $157.2 million and an average price per share of $56.65 under the March 2017 Stock Repurchase Plan, leaving approximately $342.8 million available for permitted repurchases.

The amount of share repurchases is limited by the covenants in the Amended and Restated Credit Facility, the 2024 Notes, the 2024 Notes Add-on and the 2027 Notes. We will continue to evaluate the share repurchase limits per the covenants on an ongoing 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, 2017

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. 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.

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 $93.8 million and $92.3 million as of September 30, 2017 and December 31, 2016, 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 Company 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, 2017 and December 31, 2016, 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.

In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”) to simplify the accounting for employee share-based payments. Upon the adoption of ASU 2016-09, all excess tax benefits and tax deficiencies are to be recognized within income tax expense when the awards vest or are settled. We adopted the new guidance in ASU 2016-09 in the quarter ended March 31, 2017. As a result, we recognized $1.3 million and $8.8 million in excess tax benefits related to employee share-based payments for the three and nine months ended September 30, 2017, respectively. Additionally, we recorded a cumulative effect adjustment to opening retained earnings of $101.1 million to recognize United States net operating loss carryforwards attributable to income tax deductions taken in prior periods related to employee share-based payments that were in excess of amounts recognized in our financial statements. Prior to the adoption of ASU 2016-09, we used the "with and without" method when determining when excess tax benefits had been realized, and as a result of our utilization of United States net operating loss carryforwards, any excess tax benefits generated to date have not reduced any taxes that would have otherwise been required to be paid. As such, no excess tax benefits had been previously recognized in our financial statements.

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 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 derivatives that do not qualify for hedge accounting or that were de-designated are recorded in other expense, net in the unaudited condensed consolidated statements of operations on a current basis. See Note 2 for further discussion.

Earnings 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.

Upon the adoption of ASU 2016-09, excess tax benefits and tax deficiencies should no longer be included as assumed proceeds in the calculation of diluted shares outstanding. We adopted the new guidance in ASU 2016-09 in the quarter ended March 31, 2017.

The computation of diluted earnings per share included the effect of 1,396,000 and 1,951,000 dilutive stock options and restricted shares and excluded the effect of 1,111,000 and 960,000 antidilutive stock options for the three months ended September 30, 2017 and September 30, 2016, respectively. The computation of diluted earnings per share included the effect of 1,758,000 and 2,116,000 dilutive stock options and restricted shares and excluded the effect of 886,000 and 656,000 antidilutive stock options for the nine months ended September 30, 2017 and September 30, 2016, respectively.

Earnings per common share for the three and nine months ended September 30, 2017 and September 30, 2016 was calculated as follows:

	Three Months Ended				Nine Months Ended
(Amounts in thousands, except per share data)	September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016
Net income attributable to Six Flags Entertainment Corporation	$	181,325	$	102,482	$	175,803	$	116,434
Weighted-average common shares outstanding — basic:	84,480		92,204		87,676		92,538
Effect of dilutive stock options and restricted shares	1,396		1,951		1,758		2,116
Weighted-average common shares outstanding — diluted:	85,876		94,155		89,434		94,654
Earnings per share — basic:	$	2.15	$	1.11	$	2.01	$	1.26
Earnings per share — diluted:	$	2.11	$	1.09	$	1.97	$	1.23

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 2017 and May 2015, our stockholders approved amendments to the Long-Term Incentive Plan that increased the number of shares available for issuance under the Long-Term Incentive Plan by 4,000,000 shares and 5,000,000 shares, respectively.

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' common stock on the date of grant.

During the year ended December 31, 2011, a performance award was established based on our goal 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 earned, resulting in the issuance of 1,511,100 shares and 1,314,000 shares, plus associated DERs, in February 2015 and 2016, respectively. We recognized a reduction in stock-based compensation expense related to the 2015 Performance Award of $1.6 million during 2016 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 "Project 600 Performance Award"). The compensation committee of Holdings' Board of Directors determined that, since the incremental investment in the new Mexico water park was not planned when the Project 600 Performance Award goal was determined, the Project 600 Performance Award goal will be increased by an amount based on the Company’s cost of capital times the incremental investment, prorated for the number of months in 2017 the water park is open less pre-opening expenses incurred in 2017. On this basis, the Project 600 Performance Award goal has increased by $1.1 million to $601.1 million. If the goal is achieved in 2017, the aggregate payout under this award to key employees would be approximately 2,300,000 shares, plus DERs. During the quarter ended September 30, 2016, it was determined that full achievement of the Modified EBITDA performance goal was probable by 2017, primarily based on the success of our fall sales campaign for 2017 season passes, memberships and all-season dining passes, as well as a growth in deferred revenue and growth in our business once weather normalized in the second half of the third quarter of 2016. However, the adverse weather and natural disasters experienced during the summer months of 2017 has made achieving the goal more challenging and, in accordance with FASB ASC Topic 718, Stock Compensation, full or partial achievement of the Project 600 Performance Award is no longer deemed probable in 2017. We are now recognizing stock-based compensation expense based on the probable late achievement of the Project 600 Performance Award in 2018, which would result in half of the aggregate payout being awarded. To reflect the probable late achievement of the Project 600 Performance Award in 2018, we reduced previously recognized stock-based compensation expense during the three and nine months ended September 30, 2017 by $41.7 million and $66.7 million, respectively, plus an additional $3.3 million and $6.2 million, respectively, for the associated DERs.

The following table summarizes stock-based compensation expense related to the Project 600 Performance Award and related DERs for the three and nine months ended September 30, 2017 and September 30, 2016:

	Three Months Ended					Nine Months Ended
(Amounts in thousands)	September 30, 2017			September 30, 2016		September 30, 2017			September 30, 2016
Project 600 Performance Award	$	(36,691	)	$	75,662	$	(45,076	)	$	75,662
Project 600 Performance Award - DERs	(2,861		)	10,104		(4,082		)	10,104
Total Project 600 Performance Award Expense	$	(39,552	)	$	85,766	$	(49,158	)	$	85,766

In total, we have recognized $46.3 million and $7.0 million in stock-based compensation expense related to the Project 600 Performance Award and associated DERs, respectively, since we began recognizing stock-based compensation expense for this award during the third quarter of 2016. Based on the closing market price of Holdings' common stock on the last trading day of the quarter ended September 30, 2017, the total unrecognized compensation expense related to the Project 600 Performance Award was $23.3 million, plus approximately $3.4 million for the associated DERs, that will be recognized over the remaining service period.

During the three and nine months ended September 30, 2017 and September 30, 2016, stock-based compensation expense consisted of the following: 

	Three Months Ended					Nine Months Ended
(Amounts in thousands)	September 30, 2017			September 30, 2016		September 30, 2017			September 30, 2016
Long-Term Incentive Plan	$	(35,815	)	$	89,894	$	(39,245	)	$	95,967
Employee Stock Purchase Plan	75			100		190			277
Total Stock-Based Compensation	$	(35,740	)	$	89,994	$	(39,055	)	$	96,244

As of September 30, 2017, options to purchase approximately 5,960,000 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 4,307,000 shares were available for future grant.

The new guidance in ASU 2016-09, which we adopted in the quarter ended March 31, 2017, allows companies to elect to account for forfeitures as they occur rather than estimating the number of awards that are not expected to vest because the requisite service period will not be rendered. We have elected to continue to estimate the number of awards that are expected to vest.

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 consolidated statements of operations net of sales taxes collected from our guests that are 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 meals and snacks 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 the parks 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 revenue. For active memberships after the initial twelve-month term, we recognize revenue monthly as payments are received. As of September 30, 2017, deferred revenue 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 2017 and 2018 and (iv) sponsorship revenue that will primarily be recognized in 2017.

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, such as 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, 2017 and December 31, 2016, we have recorded an allowance for doubtful accounts of $8.7 million and $3.0 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 revenue.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In March 2016, the FASB issued 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 requires that companies elect to account for forfeitures based on an estimate of the number of awards for which the requisite service period will not be rendered or to account for forfeitures as they occur. An entity may elect to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using either a prospective transition method or a retrospective transition method. We adopted the new guidance in ASU 2016-09 in the quarter ended March 31, 2017. The impact of the adoption of ASU 2016-09 on our consolidated financial statements was as follows:

• Condensed Consolidated Balance Sheets - a $101.1 million reduction in the January 1, 2017 accumulated deficit and deferred income taxes balances resulting from the recognition (modified retrospective) of all previously unrecognized excess tax benefits and tax deficiencies related to employee share-based payments;

• Condensed Consolidated Statements of Operations - all excess tax benefits and tax deficiencies related to employee share-based payments will be recognized through income tax expense (prospectively); and

• Condensed Consolidated Statements of Cash Flows - all excess tax benefits related to employee share-based payments will be presented as operating activities along with other income tax cash flows (prospectively).

j. 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 Update 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date ("ASU 2015-14"), 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. 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. ASU 2016 08/10 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. In preparation for our adoption of these new standards, we are in the process of reviewing our key revenue drivers. Based on the preliminary results of our ongoing review, we do not expect the adoption of these new standards to have a material impact on our results of operations, financial position and cash flows once implemented on an annual basis. We are still evaluating the disclosure requirements under these new standards. We are also still in the process of evaluating and designing the necessary changes to our business processes, systems and controls to support recognition and disclosure under the new standards. We will adopt the standards in the first quarter of 2018 and currently anticipate applying the modified retrospective transition method.

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; however, we note that with the adoption of the amendments in ASU 2016-02, operating leases related to certain of our land leases will require recognition in our consolidated balance sheet under ASU 2016-02. This could have a material effect on our consolidated statement of financial position, but we do not anticipate this will have a material effect on our results of operations or cash flows.

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.

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash ("ASU 2016-18"). The amendments in ASU 2016-18 require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 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 2016-18 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.

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles-Goodwill and Other (Topic 350) ("ASU 2017-04"). The amendments in ASU 2017-04 intend to simplify the subsequent measurement of goodwill, eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. ASU 2017-04 is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods, with early application permitted. An entity should apply ASU 2017-04 using a prospective transition method. 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 March 2017, the FASB issued Accounting Standards Update No. 2017-07, Compensation-Retirement Benefits (Topic 715): “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” ("ASU 2017-07"). The amendments in ASU 2017-07 require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The amendments in ASU 2017-07 also require that an employer disaggregate the service cost component from the other components of net benefit cost. ASU 2017-07 is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted as of the beginning of an annual period for which financial statements, interim or annual, have not been issued or made available for issuance. That is, early adoption should be within the first interim period if an employer issues interim financial statements. The amendments in ASU 2017-07 should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic postretirement benefit in assets. We do not anticipate that the adoption of this pronouncement will result in a material impact to the presentation of our net periodic pension cost and net periodic postretirement benefit cost.

In August 2017, the FASB issued Accounting Standards Update No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities ("ASU 2017-12"). The amendments in ASU 2017-12 change the recognition and presentation requirements of hedge accounting, including the elimination of the requirement to separately measure and report hedge ineffectiveness and the addition of a requirement to present all items that affect earnings in the same income statement line item as the hedged item. ASU 2017-12 also provides new alternatives for:

• Applying hedge accounting to additional hedging strategies;

• Measuring the hedged item in fair value hedges of interest rate risk;

• Reducing the cost and complexity of applying hedge accounting by easing the requirements for effectiveness testing, hedge documentation and application of the critical terms match method; and

• Reducing the risk of material error correction if a company applies the shortcut method inappropriately.

ASU 2017-12 is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted any time after the issuance of ASU 2017-12, including in an interim period. If adopted at other than the beginning of a fiscal year, cumulative effect adjustments are reflected as of the beginning of the fiscal year. 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.

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General - Basis of Presentation (Tables)

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

Earnings per common share for the three and nine months ended September 30, 2017 and September 30, 2016 was calculated as follows:

	Three Months Ended				Nine Months Ended
(Amounts in thousands, except per share data)	September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016
Net income attributable to Six Flags Entertainment Corporation	$	181,325	$	102,482	$	175,803	$	116,434
Weighted-average common shares outstanding — basic:	84,480		92,204		87,676		92,538
Effect of dilutive stock options and restricted shares	1,396		1,951		1,758		2,116
Weighted-average common shares outstanding — diluted:	85,876		94,155		89,434		94,654
Earnings per share — basic:	$	2.15	$	1.11	$	2.01	$	1.26
Earnings per share — diluted:	$	2.11	$	1.09	$	1.97	$	1.23

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award

The following table summarizes stock-based compensation expense related to the Project 600 Performance Award and related DERs for the three and nine months ended September 30, 2017 and September 30, 2016:

	Three Months Ended					Nine Months Ended
(Amounts in thousands)	September 30, 2017			September 30, 2016		September 30, 2017			September 30, 2016
Project 600 Performance Award	$	(36,691	)	$	75,662	$	(45,076	)	$	75,662
Project 600 Performance Award - DERs	(2,861		)	10,104		(4,082		)	10,104
Total Project 600 Performance Award Expense	$	(39,552	)	$	85,766	$	(49,158	)	$	85,766

Allocation of Share-based Compensation Costs by Plan

During the three and nine months ended September 30, 2017 and September 30, 2016, stock-based compensation expense consisted of the following: 

	Three Months Ended					Nine Months Ended
(Amounts in thousands)	September 30, 2017			September 30, 2016		September 30, 2017			September 30, 2016
Long-Term Incentive Plan	$	(35,815	)	$	89,894	$	(39,245	)	$	95,967
Employee Stock Purchase Plan	75			100		190			277
Total Stock-Based Compensation	$	(35,740	)	$	89,994	$	(39,055	)	$	96,244

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Derivative Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2017

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, 2017 and December 31, 2016, respectively, consisted of the following:

	Derivative Liabilities
(Amounts in thousands)	September 30, 2017		December 31, 2016
Derivatives Designated as Cash Flow Hedges
Interest Rate Swap Agreements - Current	$	—	$	871
Derivatives Not Designated as Hedging Instruments
Interest Rate Swap Agreements - Current	140		—
	$	140	$	871

Schedule of Other Derivatives Not Designated as Hedging Instruments, Statements of Financial Performance and Financial Position, Location

Losses before taxes on derivatives not designated as hedging instruments included in our unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2017 and September 30, 2016 were as follows:

	Amount of Loss Recognized in Income on Derivative
	Three Months Ended					Nine Months Ended
(Amounts in thousands)	September 30, 2017			September 30, 2016		September 30, 2017			September 30, 2016
Interest Rate Swap Agreements	$	(14	)	$	—	$	(69	)	$	—
Total	$	(14	)	$	—	$	(69	)	$	—

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, 2017 and September 30, 2016 were as follows:

Three Months EndedSeptember 30, 2017 and September 30, 2016

	Gain 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)	2017		2016		2017			2016			2017		2016
Interest Rate Swap Agreements	—		256		(160		)	(441		)	—		—
Total	$	—	$	256	$	(160	)	$	(441	)	$	—	$	—

Nine Months EndedSeptember 30, 2017 and September 30, 2016

	Gain (Loss) Recognized in AOCI (Effective Portion)					Loss Reclassified from AOCI into Operations (Effective Portion)						Gain Recognized in Operations on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)
(Amounts in thousands)	2017		2016			2017			2016			2017		2016
Interest Rate Swap Agreements	57		(1,274		)	(611		)	(1,324		)	30		—
Total	$	57	$	(1,274	)	$	(611	)	$	(1,324	)	$	30	$	—

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Fair Value of Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2017

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, 2017 and December 31, 2016:

	As of
	September 30, 2017						December 31, 2016
(Amounts in thousands)	Carrying Amount			Fair Value			Carrying Amount			Fair Value
Financial assets (liabilities):
Restricted-use investment securities	$	1,820		$	1,820		$	3,926		$	3,926
Interest Rate Swap Agreements	(140		)	(140		)	(871		)	(871		)
Long-term debt	(2,020,184		)	(2,056,602		)	(1,653,647		)	(1,679,525		)

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Long-Term Indebtedness (Tables)

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Schedule of long-term debt

As of September 30, 2017 and December 31, 2016, long-term debt consisted of the following: 

	As of
(Amounts in thousands)	September 30, 2017			December 31, 2016
Amended and Restated Term Loan B	$	544,750		$	544,750
2021 Notes	—			800,000
2024 Notes	1,000,000			300,000
2027 Notes	500,000			—
HWP Refinance Loan	—			29,161
Net discount	(8,470		)	(2,192		)
Deferred financing costs	(16,096		)	(18,072		)
Long-term debt and Short-term borrowings	2,020,184			1,653,647
Less current portion	—			(29,161		)
Total long-term debt	$	2,020,184		$	1,624,486

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Accumulated Other Comprehensive Income (Loss) (Tables)

9 Months Ended

Sep. 30, 2017

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, 2017 were as follows:

(Amounts in thousands)	Cumulative Translation Adjustment			Cash Flow Hedges			Defined Benefit Plans			Income Taxes			Accumulated Other Comprehensive Loss
Balances at December 31, 2016	$	(31,942	)	$	(826	)	$	(43,960	)	$	9,544		$	(67,184	)
Amounts reclassified from accumulated other comprehensive income (loss)	—			611			632			(485		)	758
Current period other comprehensive income (loss) activity	7,742			57			—			(2,736		)	5,063
Balances at September 30, 2017	$	(24,200	)	$	(158	)	$	(43,328	)	$	6,323		$	(61,363	)

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

The Company had the following reclassifications out of AOCI during the three and nine months ended September 30, 2017 and September 30, 2016:

	Location of Reclassification into Income	Amount of Reclassification from AOCI						Amount of Reclassification from AOCI
		Three Months Ended						Nine Months Ended
Component of AOCI		September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016
		(Amounts in thousands)
Amortization of loss on interest rate hedge	Interest expense	$	160		$	441		$	611		$	1,324
	Income tax expense	(62		)	(171		)	(238		)	(516		)
	Net of tax	$	98		$	270		$	373		$	808
Amortization of deferred actuarial loss and prior service cost	Operating expenses	$	211		$	219		$	632		$	713
	Income tax expense	(83		)	(86		)	(247		)	(278		)
	Net of tax	$	128		$	133		$	385		$	435
Total reclassifications		$	226		$	403		$	758		$	1,243

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Noncontrolling Interests, Partnerships and Joint Ventures Noncontrolling Interests, Partnerships and Joint Ventures (Tables)

9 Months Ended

Sep. 30, 2017

Noncontrolling Interest [Abstract]

Redeemable Noncontrolling Interest

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

(Amounts in thousands)	SFOT			SFOG			Total
Balance at December 31, 2016	$	227,620		$	258,256		$	485,876
Purchase of redeemable units of SFOT and SFOG	(128		)	—			(128		)
Fresh start accounting fair market value adjustment for purchased units	(32		)	—			(32		)
Net income attributable to noncontrolling interests	19,700			19,510			39,210
Distributions to noncontrolling interests	(9,850		)	(9,755		)	(19,605		)
Balance at September 30, 2017	$	237,310		$	268,011		$	505,321

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Business Segments (Tables)

9 Months Ended

Sep. 30, 2017

Segment Reporting [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, 2017			September 30, 2016		September 30, 2017			September 30, 2016
Net income	$	200,930		$	121,694	$	215,013		$	154,859
Interest expense, net	25,721			21,166		73,878			60,814
Income tax expense	98,665			55,651		97,128			72,850
Depreciation and amortization	28,533			27,393		82,646			79,345
Corporate expenses	9,768			9,674		36,258			37,366
Stock-based compensation	(35,740		)	89,994		(39,055		)	96,244
Non-operating park level expense, net:
Loss on disposal of assets	2,010			799		4,337			913
Loss on debt extinguishment	—			—		37,109			2,377
Other expense, net	375			1,318		40			2,009
Park EBITDA	$	330,262		$	327,689	$	507,354		$	506,777

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, 2017 and September 30, 2016:

	Domestic		Foreign		Total
2017	(Amounts in thousands)
Long-lived assets	$	2,134,645	$	102,340	$	2,236,985
Revenues	1,015,047		87,271		1,102,318
Income before income taxes	292,648		19,493		312,141
2016
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

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Pension Benefits (Tables)

9 Months Ended

Sep. 30, 2017

Retirement Benefits [Abstract]

Summary of pension costs

The following summarizes our pension costs during the three and nine months ended September 30, 2017 and September 30, 2016:

	Three Months Ended						Nine Months Ended
(Amounts in thousands)	September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016
Service cost	$	425		$	600		$	1,275		$	1,800
Interest cost	2,065			2,209			6,196			6,693
Expected return on plan assets	(3,211		)	(3,129		)	(9,632		)	(9,362		)
Amortization of net actuarial loss	211			219			632			713
Total net periodic benefit	$	(510	)	$	(101	)	$	(1,529	)	$	(156	)

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, 2017		September 30, 2016		September 30, 2017		September 30, 2016
Discount rate	3.90	%	4.10	%	3.90	%	4.10	%
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, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017 USD ($) park $ / shares shares	Sep. 30, 2016 USD ($) $ / shares shares	Sep. 30, 2017 USD ($) park $ / shares shares	Sep. 30, 2016 USD ($) $ / shares shares	Dec. 31, 2016 USD ($)
Organization, Consolidation and Presentation of Financial Statements
Number of parks owned or operated | park	20		20
Income Taxes
Valuation allowance	$ 93,800		$ 93,800		$ 92,300
Accrued interest and penalties, income taxes	0		0		0
Excess tax benefits	1,300		8,800
Adjustment to retained earnings to recognize net operating loss carryforwards attributable to excess tax benefits on stock compensation					101,057
Earnings Per Share, Basic and Diluted
Net income attributable to Six Flags Entertainment Corporation	$ 181,325	$ 102,482	$ 175,803	$ 116,434
Weighted Average Number of Shares Outstanding Reconciliation
Weighted-average common shares outstanding — basic: | shares	84,480	92,204	87,676	92,538
Effect of dilutive stock options and restricted shares | shares	1,396	1,951	1,758	2,116
Weighted-average common shares outstanding — diluted: | shares	85,876	94,155	89,434	94,654
Net income per average common share outstanding — basic: | $ / shares	$ 2.15	$ 1.11	$ 2.01	$ 1.26
Net income per average common share outstanding — diluted: | $ / shares	$ 2.11	$ 1.09	$ 1.97	$ 1.23
Antidilutive stock options excluded from computation of diluted shares outstanding (in shares) | shares	1,111	960	886	656
Accounts Receivable, Net
Allowance for doubtful accounts	$ 8,700		$ 8,700		$ 3,000
United States
Organization, Consolidation and Presentation of Financial Statements
Number of parks owned or operated | park	17		17
Mexico
Organization, Consolidation and Presentation of Financial Statements
Number of parks owned or operated | park	2		2
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
	May 31, 2017	Feb. 29, 2016	May 31, 2015	Feb. 28, 2015	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Jun. 30, 2017	Dec. 31, 2016	Dec. 31, 2014	Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award
Share-based Payment Award, Number of Additional Shares Authorized	4,000,000		5,000,000
Stock-based Compensation Expense					$ 35,740,000	$ (89,994,000)	$ 39,055,000	$ (96,244,000)
Share-based Payment Award, Options, Outstanding, Number					5,960,000		5,960,000
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					4,307,000		4,307,000
Performance Award 2015
Share-based Compensation Arrangement by Share-based Payment Award
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
Project 600 Performance Award
Share-based Compensation Arrangement by Share-based Payment Award
Share Based Payment Award, Other than Options, Modified EBITDA Performance Target											$ 600,000,000
Stock-based Compensation Expense					$ 39,552,000	(85,766,000)	$ 49,158,000	(85,766,000)
Share Based Payment Award, Other than Options, Modified EBITDA Performance Target Increase											1,100,000
Share Based Payment Award, Other than Options, Modified EBITDA Performance Target Adjusted											$ 601,100,000
Share Based Compensation Arrangement by Share Based Payment Award, Equity Instruments Other than Options, Potential Grants Based on Performance Criteria											2,300,000
Project 600 Performance Award, Stock
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based Compensation Expense					36,691,000	(75,662,000)	45,076,000	(75,662,000)	$ (46,300,000)
Cumulative Adjustment to Stock-based Compensation Expense					(41,700,000)		(66,700,000)
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options					23,300,000		23,300,000
Project 600 Performance Award, Dividend Equivalents
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based Compensation Expense					2,861,000	(10,104,000)	4,082,000	(10,104,000)	$ (7,000,000)
Cumulative Adjustment to Stock-based Compensation Expense					(3,300,000)		(6,200,000)
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options					3,400,000		3,400,000
Long Term Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based Compensation Expense					35,815,000	(89,894,000)	39,245,000	(95,967,000)
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based Compensation Expense					$ (75,000)	$ (100,000)	$ (190,000)	$ (277,000)

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Derivative Financial Instruments (Details)				3 Months Ended		9 Months Ended
	Jun. 21, 2017	Jun. 16, 2016	Dec. 23, 2013	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)	Dec. 31, 2016 USD ($)	Apr. 30, 2014 USD ($)
Amended and Restated Term Loan B, As Amended June 2017
Derivatives
Debt Instrument, Description of Variable Rate Basis	LIBOR	LIBOR	LIBOR
Debt Instrument, Variable Rate Basis Floor		0.75%	0.75%
Interest Rate Swap
Derivatives
Number of Interest Rate Derivatives Held									3
Derivative, Notional Amount									$ 200,000,000.0
Derivative Liability, Current				$ 140,000		$ 140,000		$ 871,000
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net				(14,000)	$ 0	(69,000)	$ 0
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net				0	256,000	57,000	(1,274,000)
Derivative Instruments, Loss Reclassified from Accumulated OCI into Income, Effective Portion				(160,000)	(441,000)	(611,000)	(1,324,000)
Derivative Instruments, Gain (Loss) Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing, Net				0	$ 0	30,000	$ 0
Net deferred losses on derivative instruments expected to be reclassified to operations during the next twelve months				200,000		200,000
Interest Rate Swap | Designated as Hedging Instrument
Derivatives
Derivative Liability, Current				0		0		871,000
Interest Rate Swap | Not Designated as Hedging Instrument
Derivatives
Derivative Liability, Current				$ 140,000		$ 140,000		$ 0

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Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Fair value measurements and disclosures
Restricted-use investment securities	$ 1,820	$ 3,926
Long-term debt	(2,020,184)	(1,653,647)
Reported Value Measurement
Fair value measurements and disclosures
Restricted-use investment securities	1,820	3,926
Interest Rate Swap Agreements	(140)	(871)
Long-term debt	(2,020,184)	(1,653,647)
Estimate of Fair Value Measurement
Fair value measurements and disclosures
Restricted-use investment securities	1,820	3,926
Interest Rate Swap Agreements	(140)	(871)
Long-term debt	$ (2,056,602)	$ (1,679,525)

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Long-Term Indebtedness (Details) - USD ($)													3 Months Ended					9 Months Ended
	Oct. 15, 2017	Jun. 21, 2017	Apr. 13, 2017	Jan. 31, 2017	Dec. 20, 2016	Jun. 16, 2016	Jun. 30, 2015	Dec. 23, 2013	Jul. 15, 2013	Dec. 21, 2012	Dec. 20, 2011	Nov. 05, 2007	Sep. 30, 2017	Jun. 30, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	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		$ 37,109,000	$ 2,377,000
Payments of Debt Issuance Costs																		37,336,000	$ 5,737,000
Restricted-use investment securities													1,820,000		$ 3,926,000			1,820,000
Interest Rate Swap
Summary of Long-term debt
Derivative, Notional Amount																				$ 200,000,000.0
Credit Facility Amendment 2013
Summary of Long-term debt
Excess Cash Available for General Corporate Purposes								$ 200,000,000
Old Debt - First Lien Amendment
Summary of Long-term debt
Extinguishment of Debt, Amount											950,000,000
Credit Facility 2011
Summary of Long-term debt
Debt Instrument, Face Amount											$ 1,135,000,000.0
Credit Facility 2011 - Revolving Loan
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
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
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
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%
Credit Facility 2011 - Term Loan B | Credit Facility Amendment 2012
Summary of Long-term debt
Debt Amendment, Interest Rate Reduction										0.25%
Credit Facility 2011 - Term Loan B, As Amended 2013
Summary of Long-term debt
Debt Amendment, Interest Rate Reduction								0.50%
Debt Instrument, Basis Spread on Variable Rate								2.75%
Debt Instrument, Description of Variable Rate Basis								LIBOR
Interest rate, variable interest rate floor (as a percent)								0.75%
Amended and Restated Revolving Loan
Summary of Long-term debt
Line of Credit Facility, Maximum Borrowing Capacity							$ 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													19,687,000		19,687,000			$ 19,687,000
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
Summary of Long-term debt
Debt Instrument, Face Amount							$ 700,000,000.0
Debt Instrument, Basis Spread on Variable Rate							2.75%
Debt Instrument, Description of Variable Rate Basis							LIBOR
Amended and Restated Term Loan B, As Amended June 2016
Summary of Long-term debt
Extinguishment of Debt, Amount						$ 150,000,000
Debt Instrument, Basis Spread on Variable Rate						2.50%
Debt Instrument, Description of Variable Rate Basis						LIBOR
Loss on debt extinguishment																	$ 2,400,000
Payments of Debt Issuance Costs						$ 1,000,000
Amended and Restated Term Loan B, As Amended December 2016
Summary of Long-term debt
Debt Instrument, Basis Spread on Variable Rate					2.25%
Debt Instrument, Description of Variable Rate Basis					LIBOR
Loss on debt extinguishment															500,000
Amended and Restated Term Loan B, As Amended June 2017
Summary of Long-term debt
Line of Credit Facility, Additional Contingent Borrowing Capacity													350,000,000.0					$ 350,000,000.0
Extinguishment of Debt, Amount																		$ 150,000,000
Debt Instrument, Basis Spread on Variable Rate		2.00%
Debt Instrument, Description of Variable Rate Basis		LIBOR				LIBOR		LIBOR
Interest rate, variable interest rate floor (as a percent)						0.75%		0.75%
Loss on debt extinguishment														$ 200,000
Payments of Debt Issuance Costs		$ 500,000
Debt Instrument, Frequency of Periodic Payment						annual												quarterly
Long-term Debt, Gross													$ 544,750,000		$ 544,750,000			$ 544,750,000
Debt Instrument, Interest Rate, Effective Percentage													3.15%		3.16%			3.15%
Debt Instrument, Periodic Payment																		$ 1,800,000
Senior Unsecured 2021 Notes
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
Loss on debt extinguishment														$ 36,900,000
Debt Instrument, Frequency of Periodic Payment										semi-annual
Long-term Debt, Gross													$ 0		$ 800,000,000			0
Debt Instrument, Interest Rate, Stated Percentage										5.25%
Periodic payment of interest									$ 22,300,000	$ 21,000,000
Senior Unsecured 2024 Notes
Summary of Long-term debt
Debt Instrument, Face Amount						$ 300,000,000.0
Payments of Debt Issuance Costs						$ 4,700,000
Debt Instrument, Frequency of Periodic Payment						semi-annually
Long-term Debt, Gross													1,000,000,000		300,000,000			1,000,000,000
Debt Instrument, Interest Rate, Stated Percentage						4.875%
Periodic payment of interest			$ 24,400,000	$ 9,100,000
Senior Unsecured 2024 Notes Add-on
Summary of Long-term debt
Debt Instrument, Face Amount			700,000,000.0
Payments of Debt Issuance Costs			$ 3,900,000
Debt Instrument, Interest Rate, Stated Percentage			4.875%
Senior Unsecured 2027 Notes
Summary of Long-term debt
Debt Instrument, Face Amount			$ 500,000,000.0
Payments of Debt Issuance Costs			$ 2,600,000
Debt Instrument, Frequency of Periodic Payment			semi-annually
Long-term Debt, Gross													500,000,000		0			500,000,000
Debt Instrument, Interest Rate, Stated Percentage			5.50%
Periodic payment of interest			$ 13,800,000
Senior Unsecured 2027 Notes | Subsequent Event
Summary of Long-term debt
Periodic payment of interest	$ 13,900,000
HWP Refinance Loan
Summary of Long-term debt
Debt Instrument, Face Amount												$ 33,000,000.0
Debt Instrument, Frequency of Periodic Payment												monthly
Long-term Debt, Gross													0		29,161,000			0
Restricted-use investment securities													$ 1,800,000		$ 3,900,000			$ 1,800,000
Debt Instrument, Interest Rate, Stated Percentage												6.72%
Variable Rate Basis Spread | Credit Facility 2011 - Term Loan B, As Amended 2013
Summary of Long-term debt
Debt Amendment, Interest Rate Reduction								0.25%
Variable Rate Basis Spread | Credit Facility 2011 - Term Loan B, As Amended 2015
Summary of Long-term debt
Debt Amendment, Interest Rate Reduction						0.25%
Variable Rate Basis Spread | Amended and Restated Term Loan B, As Amended June 2016
Summary of Long-term debt
Debt Amendment, Interest Rate Reduction					0.25%
Variable Rate Basis Spread | Amended and Restated Term Loan B, As Amended December 2016
Summary of Long-term debt
Debt Amendment, Interest Rate Reduction		0.25%
LIBOR Floor | Credit Facility 2011 - Term Loan B, As Amended 2013
Summary of Long-term debt
Debt Amendment, Interest Rate Reduction								0.25%

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Long-Term Indebtedness (Details 2) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Summary of Long-term debt
Net discount	$ (8,470)	$ (2,192)
Deferred financing costs	(3,290)	(4,188)
Long-term debt and Short-term borrowings	2,020,184	1,653,647
Less current portion	0	(29,161)
Total long-term debt	2,020,184	1,624,486
Amended and Restated Term Loan B, As Amended June 2017
Summary of Long-term debt
Long-term debt	544,750	544,750
Senior Unsecured 2021 Notes
Summary of Long-term debt
Long-term debt	0	800,000
Senior Unsecured 2024 Notes
Summary of Long-term debt
Long-term debt	1,000,000	300,000
Senior Unsecured 2027 Notes
Summary of Long-term debt
Long-term debt	500,000	0
HWP Refinance Loan
Summary of Long-term debt
Long-term debt	0	29,161
Amended and Restated Term Loan B, 2024 Notes, 2027 Notes
Summary of Long-term debt
Deferred financing costs	$ (16,096)	$ (18,072)

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Accumulated Other Comprehensive Income (Loss) (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2017 USD ($)
Accumulated other comprehensive loss, tax
Accumulated other comprehensive loss at the beginning of the period	$ 9,544
Amounts reclassified from accumulated other comprehensive income (loss)	(485)
Current-period other comprehensive income (loss) activity	(2,736)
Accumulated other comprehensive loss at the end of the period	6,323
Accumulated other comprehensive loss, net of tax
Accumulated other comprehensive loss at the beginning of the period	(67,184)
Amounts reclassified from accumulated other comprehensive income (loss)	758
Current-period other comprehensive income (loss) activity	5,063
Accumulated other comprehensive loss at the end of the period	(61,363)
Cumulative Translation Adjustment
Accumulated other comprehensive loss, before tax
Accumulated other comprehensive loss at the beginning of the period	(31,942)
Amounts reclassified from accumulated other comprehensive income (loss)	0
Current-period other comprehensive income (loss) activity	7,742
Accumulated other comprehensive loss at the end of the period	(24,200)
Cash Flow Hedges
Accumulated other comprehensive loss, before tax
Accumulated other comprehensive loss at the beginning of the period	(826)
Amounts reclassified from accumulated other comprehensive income (loss)	611
Current-period other comprehensive income (loss) activity	57
Accumulated other comprehensive loss at the end of the period	(158)
Defined Benefit Plans
Accumulated other comprehensive loss, before tax
Accumulated other comprehensive loss at the beginning of the period	(43,960)
Amounts reclassified from accumulated other comprehensive income (loss)	632
Current-period other comprehensive income (loss) activity	0
Accumulated other comprehensive loss at the end of the period	$ (43,328)

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Accumulated Other Comprehensive Income (Loss) (Details 2) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Reclassifications out of accumulated other comprehensive income (loss):
Interest expense	$ (25,892)	$ (21,276)	$ (74,322)	$ (61,083)
Income tax expense	(98,665)	(55,651)	(97,128)	(72,850)
Total reclassifications			758
Reclassification out of Accumulated Other Comprehensive Income
Reclassifications out of accumulated other comprehensive income (loss):
Total reclassifications	226	403	758	1,243
Cash Flow Hedges | Reclassification out of Accumulated Other Comprehensive Income
Reclassifications out of accumulated other comprehensive income (loss):
Interest expense	160	441	611	1,324
Income tax expense	(62)	(171)	(238)	(516)
Total reclassifications	98	270	373	808
Defined Benefit Plans | Reclassification out of Accumulated Other Comprehensive Income
Reclassifications out of accumulated other comprehensive income (loss):
Operating Expenses	211	219	632	713
Income tax expense	(83)	(86)	(247)	(278)
Total reclassifications	$ 128	$ 133	$ 385	$ 435

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Commitments and Contingencies (Details)		1 Months Ended		9 Months Ended		12 Months Ended
	Apr. 01, 1998 USD ($)	May 31, 2017 USD ($) shares	May 31, 2016 USD ($) shares	Sep. 30, 2017 USD ($) multiplier	Sep. 30, 2016 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Details of commitments and contingencies
Acquisition of capital stock of the former Six Flags Entertainment Corporation, paid in cash	$ 976,000,000
Redeemable Noncontrolling Interest, Equity, Redemption Value				$ 461,700,000
Payments to Acquire Property, Plant, and Equipment				116,548,000	$ 101,234,000
Total loans receivable from the partnerships that own partnership parks							$ 239,300,000
Amended and Restated Term Loan B, As Amended June 2017
Details of commitments and contingencies
Line of Credit Facility, Additional Contingent Borrowing Capacity				$ 350,000,000.0
Six Flags over Texas and Georgia
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							27,800,000
Cash generated from operating activities by partnerships, after deduction of capital expenditures and excluding the impact of short-term intercompany advances							$ 79,500,000
Total loans receivable from the partnerships that own partnership parks				$ 239,300,000
Six Flags over Texas and Georgia | Scenario, Forecast
Details of commitments and contingencies
Annual distributions by general partners to limited partners in partnership parks						$ 69,700,000
Share of Partnership Parks' annual distributions paid to Six Flags Entertainment Corporation						30,500,000
Payments to Acquire Property, Plant, and Equipment						$ 18,000,000
Six Flags over Georgia
Details of commitments and contingencies
Specified multiple for purchase price valuation (in multipliers) | multiplier				8.0
Specified price for purchase of partnership parks				$ 374,600,000
Limited partner interests owned (as a percent)				31.00%
Units purchased in partnership parks (in shares) | shares			0.0650
Units purchased pursuant to annual offer			$ 200,000
Redeemable Noncontrolling Interest, Equity, Redemption Value				$ 258,300,000
Remaining redeemable units (as a percent)				69.00%
Six Flags over Texas
Details of commitments and contingencies
Specified multiple for purchase price valuation (in multipliers) | multiplier				8.5
Specified price for purchase of partnership parks				$ 433,800,000
Limited partner interests owned (as a percent)				53.10%
Units purchased in partnership parks (in shares) | shares		0.0708
Units purchased pursuant to annual offer		$ 100,000
Redeemable Noncontrolling Interest, Equity, Redemption Value				$ 203,500,000
Remaining redeemable units (as a percent)				46.90%

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Commitments and Contingencies (Details 2)				9 Months Ended
	Apr. 26, 2016 USD ($)	Oct. 24, 2014 individual	Nov. 20, 2013 USD ($) individual	Sep. 30, 2017 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, 2001 - November 15, 2002
Insurance
Self-insured retention per occurrence				1,000,000.0
Multi-layered general liability policies | November 16, 2002 - November 15, 2003
Insurance
Self-insured retention per occurrence				2,000,000.0
Multi-layered general liability policies | November 16, 2003 - December 30, 2008
Insurance
Self-insured retention per occurrence				2,500,000.0
Multi-layered general liability policies | November 2, 2004 - December 30, 2008
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
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
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%
Personal Injury Due to SFDK Accident
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
Personal Injury Due to Six Flags Great America Accident
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, 2017	Sep. 30, 2016
Noncontrolling Interest
Redeemable Noncontrolling Interest, Equity, Redemption Value	$ 461,700
Noncontrolling Interest
Redeemable Noncontrolling Interest Equity Carrying Amount	485,876
Purchase of redeemable units of SFOT and SFOG	(128)	$ (223)
Fresh start accounting fair market value adjustment for purchased units	(32)
Net income attributable to noncontrolling interests	39,210
Payments of Ordinary Dividends, Noncontrolling Interest	(19,605)	$ (19,213)
Redeemable Noncontrolling Interest, Equity, Carrying Amount	505,321
Six Flags over Georgia
Noncontrolling Interest
Redeemable Noncontrolling Interest, Equity, Redemption Value	258,300
Noncontrolling Interest
Redeemable Noncontrolling Interest Equity Carrying Amount	258,256
Purchase of redeemable units of SFOT and SFOG	0
Fresh start accounting fair market value adjustment for purchased units	0
Net income attributable to noncontrolling interests	19,510
Payments of Ordinary Dividends, Noncontrolling Interest	(9,755)
Redeemable Noncontrolling Interest, Equity, Carrying Amount	268,011
Six Flags over Texas
Noncontrolling Interest
Redeemable Noncontrolling Interest, Equity, Redemption Value	203,500
Noncontrolling Interest
Redeemable Noncontrolling Interest Equity Carrying Amount	227,620
Purchase of redeemable units of SFOT and SFOG	(128)
Fresh start accounting fair market value adjustment for purchased units	(32)
Net income attributable to noncontrolling interests	19,700
Payments of Ordinary Dividends, Noncontrolling Interest	(9,850)
Redeemable Noncontrolling Interest, Equity, Carrying Amount	$ 237,310

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Business Segments (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2017 USD ($) segment	Sep. 30, 2016 USD ($)
Segment Reporting [Abstract]
Number of reportable segments | segment			1
Net income	$ 200,930	$ 121,694	$ 215,013	$ 154,859
Interest expense, net	25,721	21,166	73,878	60,814
Income tax expense	98,665	55,651	97,128	72,850
Depreciation and amortization	28,533	27,393	82,646	79,345
Corporate expenses	9,768	9,674	36,258	37,366
Stock-based Compensation Expense	(35,740)	89,994	(39,055)	96,244
Loss on disposal of assets	2,010	799	4,337	913
Loss on debt extinguishment	0	0	37,109	2,377
Other expense, net	375	1,318	40	2,009
Park EBITDA	$ 330,262	$ 327,689	$ 507,354	$ 506,777

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Business Segments (Details 2) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017 USD ($) park	Sep. 30, 2016 USD ($)	Sep. 30, 2017 USD ($) park	Sep. 30, 2016 USD ($)
Business segment information by geographical areas
Number of parks owned or operated | park	20		20
Long-lived assets	$ 2,236,985	$ 2,199,904	$ 2,236,985	$ 2,199,904
Revenues	580,418	557,599	1,102,318	1,080,084
Income before income taxes	299,595	177,345	312,141	227,709
Domestic
Business segment information by geographical areas
Long-lived assets	2,134,645	2,116,275	2,134,645	2,116,275
Revenues			1,015,047	997,854
Income before income taxes			292,648	208,396
Foreign
Business segment information by geographical areas
Long-lived assets	$ 102,340	$ 83,629	102,340	83,629
Revenues			87,271	82,230
Income before income taxes			$ 19,493	$ 19,313
Mexico
Business segment information by geographical areas
Number of parks owned or operated | park	2		2
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, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Net periodic benefit cost:
Service cost	$ 425,000	$ 600,000	$ 1,275,000	$ 1,800,000
Interest cost	2,065,000	2,209,000	6,196,000	6,693,000
Expected return on plan assets	(3,211,000)	(3,129,000)	(9,632,000)	(9,362,000)
Amortization of net actuarial loss	211,000	219,000	632,000	713,000
Total net periodic benefit	$ (510,000)	$ (101,000)	$ (1,529,000)	$ (156,000)
Weighted average assumptions used to determine net cost
Discount rate	3.90%	4.10%	3.90%	4.10%
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		7 Months Ended	9 Months Ended		11 Months Ended	33 Months Ended
	Nov. 20, 2013	Oct. 20, 2017	Sep. 30, 2017	Sep. 30, 2016	Apr. 30, 2017	Aug. 31, 2016	Mar. 30, 2017	Jun. 07, 2016
Equity, Class of Treasury Stock
Value of shares repurchased			$ 499,442,000	$ 119,663,000
November 2013 Stock Repurchase Plan
Equity, Class of Treasury Stock
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
Shares Acquired, Average Cost Per Share						$ 43.75
June 2016 Stock Repurchase Plan
Equity, Class of Treasury Stock
Amount of shares authorized to be repurchased under Stock Repurchase Program								$ 500,000,000.0
Total number of shares purchased					8,392
Value of shares repurchased					$ 500,000,000
Shares Acquired, Average Cost Per Share					$ 59.58
March 2017 Stock Repurchase Plan
Equity, Class of Treasury Stock
Amount of shares authorized to be repurchased under Stock Repurchase Program							$ 500,000,000
March 2017 Stock Repurchase Plan | Subsequent Event
Equity, Class of Treasury Stock
Total number of shares purchased		2,775
Value of shares repurchased		$ 157,200,000
Shares Acquired, Average Cost Per Share		$ 56.65
Permitted dollar value of repurchases remaining		$ 342,800,000