10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 26, 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: 1-9444

CEDAR FAIR, L.P.

(Exact name of registrant as specified in its charter)

DELAWARE	34-1560655
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

One Cedar Point Drive, Sandusky, Ohio 44870-5259

(Address of principal executive offices) (Zip Code)

(419) 626-0830

(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   x    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  x    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 the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	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  x

Title of Class	Units Outstanding as of May 1, 2017
Units Representing Limited Partner Interests	56,235,646

Page 1 of 36 pages

CEDAR FAIR, L.P.

INDEX

FORM 10 - Q

Part I - Financial Information
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30
Part II - Other Information
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 6.	Exhibits	33
Signatures		34
Index to Exhibits		35

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	3/26/2017			12/31/2016			3/27/2016
ASSETS
Current Assets:
Cash and cash equivalents	$	34,242		$	122,716		$	64,551
Receivables	28,585			35,414			33,914
Inventories	39,318			26,276			38,455
Prepaid advertising	20,046			1,571			18,929
Other current assets	9,043			9,699			8,989
	131,234			195,676			164,838
Property and Equipment:
Land	266,433			265,961			270,534
Land improvements	403,830			402,013			382,791
Buildings	664,936			663,982			650,581
Rides and equipment	1,649,934			1,643,770			1,575,003
Construction in progress	97,920			58,299			87,833
	3,083,053			3,034,025			2,966,742
Less accumulated depreciation	(1,494,405		)	(1,494,805		)	(1,396,588		)
	1,588,648			1,539,220			1,570,154
Goodwill	179,899			179,660			214,708
Other Intangibles, net	37,724			37,837			36,655
Other Assets	20,774			20,788			17,405
	$	1,958,279		$	1,973,181		$	2,003,760
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	4,350		$	2,775		$	4,050
Accounts payable	44,715			20,851			34,092
Deferred revenue	116,132			82,765			105,256
Accrued interest	11,013			9,986			11,360
Accrued taxes	8,536			58,958			10,563
Accrued salaries, wages and benefits	14,427			30,358			22,441
Self-insurance reserves	25,833			27,063			24,252
Distribution payable	—			—			46,314
Other accrued liabilities	11,619			9,927			7,196
	236,625			242,683			265,524
Deferred Tax Liability	122,007			104,885			138,948
Derivative Liability	15,658			17,721			27,855
Other Liabilities	12,923			13,162			12,388
Long-Term Debt:
Revolving credit loans	85,000			—			65,000
Term debt	593,197			594,228			597,309
Notes	940,421			939,983			938,542
	1,618,618			1,534,211			1,600,851
Partners’ Equity:
Special L.P. interests	5,290			5,290			5,290
General partner	(1		)	—			—
Limited partners, 56,236, 56,201 and 56,069 units outstanding at March 26, 2017, December 31, 2016 and March 27, 2016, respectively	(57,116		)	52,288			(43,361		)
Accumulated other comprehensive income (loss)	4,275			2,941			(3,735		)
	(47,552		)	60,519			(41,806		)
	$	1,958,279		$	1,973,181		$	2,003,760

The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

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CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except per unit amounts)

	Three months ended
	3/26/2017			3/27/2016
Net revenues:
Admissions	$	22,563		$	28,660
Food, merchandise and games	18,208			21,767
Accommodations, extra-charge products and other	7,547			8,011
	48,318			58,438
Costs and expenses:
Cost of food, merchandise, and games revenues	5,480			6,237
Operating expenses	84,289			84,604
Selling, general and administrative	27,619			25,612
Depreciation and amortization	5,365			5,191
Loss on impairment / retirement of fixed assets, net	1,526			2,612
	124,279			124,256
Operating loss	(75,961		)	(65,818		)
Interest expense	18,914			19,787
Net effect of swaps	301			1,842
Gain on foreign currency	(2,671		)	(19,561		)
Interest income	(32		)	(18		)
Loss before taxes	(92,473		)	(67,868		)
Benefit for taxes	(27,719		)	(19,382		)
Net loss	(64,754		)	(48,486		)
Net loss allocated to general partner	(1		)	—
Net loss allocated to limited partners	$	(64,753	)	$	(48,486	)
Net loss	$	(64,754	)	$	(48,486	)
Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment	(660		)	(4,395		)
Unrealized gain (loss) on cash flow hedging derivatives	1,994			(2,631		)
Other comprehensive income (loss), (net of tax)	1,334			(7,026		)
Total comprehensive loss	$	(63,420	)	$	(55,512	)
Basic loss per limited partner unit:
Weighted average limited partner units outstanding	56,008			55,877
Net loss per limited partner unit	$	(1.16	)	$	(0.87	)
Diluted loss per limited partner unit:
Weighted average limited partner units outstanding	56,008			55,877
Net loss per limited partner unit	$	(1.16	)	$	(0.87	)

The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

4

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ EQUITY

(In thousands)

	Three months ended
	3/26/2017			3/27/2016
Limited Partnership Units Outstanding
Beginning balance	56,201			56,018
Limited partnership unit options exercised	10			7
Limited partnership unit forfeitures	(2		)	—
Issuance of limited partnership units as compensation	27			44
	56,236			56,069
Limited Partners’ Equity
Beginning balance	$	52,288		$	48,428
Net loss	(64,753		)	(48,486		)
Partnership distribution declared ($0.855 and $0.825 per limited partnership unit)	(48,135		)	(46,314		)
Expense recognized for limited partnership unit options	—			5
Tax effect of units involved in treasury unit transactions	(1,369		)	(1,549		)
Issuance of limited partnership units as compensation	4,853			4,555
	(57,116		)	(43,361		)
General Partner’s Equity
Beginning balance	—			—
Net loss	(1		)	—
Partnership distribution declared	—			—
	(1		)	—
Special L.P. Interests	5,290			5,290
Accumulated Other Comprehensive Income
Foreign currency translation adjustment:
Beginning balance	18,891			22,591
Period activity, net of tax $0 and $2,520	(660		)	(4,395		)
	18,231			18,196
Unrealized loss on cash flow hedging derivatives:
Beginning balance	(15,950		)	(19,300		)
Period activity, net of tax ($371) and $464	1,994			(2,631		)
	(13,956		)	(21,931		)
	4,275			(3,735		)
Total Partners’ Equity	$	(47,552	)	$	(41,806	)

The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.

5

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Three months ended
	3/26/2017			3/27/2016
CASH FLOWS FOR OPERATING ACTIVITIES
Net loss	$	(64,754	)	$	(48,486	)
Adjustments to reconcile net loss to net cash for operating activities:
Depreciation and amortization	5,365			5,191
Non-cash foreign currency gain on debt	(2,010		)	(19,812		)
Other non-cash expenses	4,627			10,434
Net change in working capital	(33,738		)	(19,917		)
Net change in other assets/liabilities	16,526			5,657
Net cash for operating activities	(73,984		)	(66,933		)
CASH FLOWS FOR INVESTING ACTIVITIES
Capital expenditures	(48,455		)	(52,221		)
Purchase of identifiable intangible assets	(10		)	—
Net cash for investing activities	(48,465		)	(52,221		)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on revolving credit loans	85,000			65,000
Distributions paid to partners	(48,135		)	—
Tax effect of units involved in treasury unit transactions	(1,369		)	(1,549		)
Payments related to tax withholding for equity compensation	(1,904		)	(909		)
Net cash from financing activities	33,592			62,542
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	383			1,606
CASH AND CASH EQUIVALENTS
Net decrease for the period	(88,474		)	(55,006		)
Balance, beginning of period	122,716			119,557
Balance, end of period	$	34,242		$	64,551
SUPPLEMENTAL INFORMATION
Cash payments for interest expense	$	17,978		$	18,123
Interest capitalized	1,047			788
Cash payments for income taxes, net of refunds	8,084			2,834
Capital expenditures in accounts payable	11,898			4,809

The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

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CEDAR FAIR, L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIODS ENDED MARCH 26, 2017 AND MARCH 27, 2016

The accompanying unaudited condensed consolidated financial statements have been prepared from the financial records of Cedar Fair, L.P. (the Partnership) without audit and reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary to fairly present the results of the interim periods covered in this report. Due to the seasonal nature of the Partnership's amusement and water park operations, the results for any interim period may not be indicative of the results expected for the full fiscal year.

(1) Significant Accounting and Reporting Policies:

The Partnership’s unaudited condensed consolidated financial statements for the periods ended March 26, 2017 and March 27, 2016 included in this Form 10-Q report have been prepared in accordance with the accounting policies described in the Notes to Consolidated Financial Statements for the year ended December 31, 2016, which were included in the Form 10-K filed on February 24, 2017. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the Commission). These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Form 10-K referred to above.

Adopted Accounting Pronouncements

In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). The amendments in ASU 2016-09 are meant to simplify the current accounting for share-based payment transactions, specifically the accounting for income taxes, award classification, cash flow presentation, and accounting for forfeitures. ASU 2016-09 is effective for annual and interim periods beginning after December 15, 2016. The Partnership adopted this guidance in the first quarter of 2017. The impact of the guidance included: (1) prospective recognition of excess tax benefits and tax deficiencies as income tax expense (as opposed to the previous recognition in additional paid-in-capital), approximately $0.7 million of excess tax benefits were recognized in benefit for taxes for the three months ended March 26, 2017; (2) prospective exclusion of future excess tax benefits and deficiencies in the calculation of diluted shares, which had no impact on the net loss per limited partner unit for the three months ending March 26, 2017; (3) prospective classification of excess tax benefits as an operating activity within the statement of cash flows (as opposed to the previous classification as a financing activity), approximately $0.7 million of excess tax benefits were classified as an operating activity for the three months ended March 26, 2017; (4) the formal accounting policy election to recognize forfeitures as they occur (as opposed to estimating a forfeiture accrual), which did not have a material impact on the Partnership's financial statements; (5) retrospective classification of employee taxes paid when an employer withholds shares for tax withholding purposes as a financing activity within the statement of cash flows (as opposed to the previous classification as an operating activity), approximately $0.9 million was reclassified for the three months ended March 27, 2016.

New 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. ASU 2014-09 is effective for annual and interim periods beginning after December 15, 2017 and will replace most existing revenue recognition guidance under U.S. GAAP when it becomes effective. It permits the use of either a retrospective or cumulative effect transition method, and early adoption is not permitted. The Partnership currently expects to adopt this standard in the first quarter of 2018. The Partnership anticipates the primary impact of the adoption on the consolidated financial statements will be the additional required disclosures around revenue recognition in the notes to the consolidated financial statements. The Partnership does not anticipate adoption of the standard to have a material effect on the consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases ("ASU 2016-02"). The amendments in ASU 2016-02 provide that most leases will now be recorded on the balance sheet. ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018 and will replace most existing lease guidance under U.S. GAAP when it becomes effective. This ASU requires a modified transition method for existing leases and applies to the earliest period presented in the financial statements. The Partnership is in the process of evaluating the effect this standard will have on the consolidated financial statements and related disclosures.

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). The amendments in ASU 2017-04 eliminates step two from the goodwill impairment test. Instead, an entity should recognize an impairment charge for the amount by which a reporting unit's carrying amount exceeds its fair value, not to

7

exceed the carrying amount of goodwill. ASU 2017-04 is effective for annual and any interim impairment tests for periods beginning after December 15, 2019 on a prospective basis. Early adoption is permitted for annual and any interim impairment tests occurring after January 1, 2017. The Partnership expects to adopt the standard for its 2017 annual impairment test and does not anticipate the adoption of the standard to have a material effect on the consolidated financial statements.

(2) Interim Reporting:

The Partnership owns and operates eleven amusement parks, two separately gated outdoor water parks, one indoor water park and five hotels. The Partnership's seasonal amusement parks are generally open during weekends beginning in April or May, and then daily from Memorial Day until Labor Day, after which they are open during weekends in September and, in most cases, October. The two separately gated outdoor water parks also operate seasonally, generally from Memorial Day to Labor Day, plus some additional weekends before and after this period. As a result, a substantial portion of the Partnership’s revenues from these parks are generated during an approximate 130- to 140-day operating season with the major portion concentrated in the third quarter during the peak vacation months of July and August. In 2017, four of the seasonal properties will extend their operating seasons approximately 20 to 25 days to include WinterFest, a holiday event operating during November and December. Knott's Berry Farm continues to be open daily on a year-round basis. Castaway Bay is generally open daily from Memorial Day to Labor Day with an additional limited daily schedule for the balance of the year.

To assure that these highly seasonal operations will not result in misleading comparisons of current and subsequent interim periods, the Partnership has adopted the following accounting and reporting procedures for its seasonal parks: (a) revenues on multi-use products are recognized over the estimated number of uses expected for each type of product and are adjusted periodically during the operating season prior to the ticket or product expiration, which occurs no later than the close of the operating season or December 31 each year, (b) depreciation, advertising and certain seasonal operating costs are expensed over each park’s operating season, including some costs incurred prior to the season, which are deferred and amortized over the season, and (c) all other costs are expensed as incurred or ratably over the entire year. Revenues on multi-use products for the next operating season are deferred in the year received and recognized as revenue in the following operating season.

(3) Long-Lived Assets:

Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable. In order to determine if an asset has been impaired, assets are grouped and tested at the lowest level for which identifiable, independent cash flows are available. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in expected future cash flows; a sustained, significant decline in equity price and market capitalization; a significant adverse change in legal factors or in the business climate; unanticipated competition; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on the Partnership's consolidated financial statements.

The long-lived operating asset impairment test involves a two-step process. The first step is a comparison of each asset group's carrying value to its estimated undiscounted future cash flows expected to result from the use of the assets, including disposition. Projected future cash flows reflect management's best estimates of economic and market conditions over the projected period, including growth rates in revenues and costs, estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates. If the carrying value of the asset group is higher than its undiscounted future cash flows, there is an indication that impairment exists and the second step must be performed to measure the amount of impairment loss. The amount of impairment is determined by comparing the fair value of the asset group to its carrying value in a manner consistent with the highest and best use of those assets. The Partnership estimates fair value of operating assets using an income (discounted cash flows) approach, which uses an asset group's projection of estimated operating results and cash flows that is discounted using a weighted-average cost of capital reflective of current market conditions. If the fair value of the assets is less than their carrying value, an impairment charge is recorded for the difference.

Non-operating assets are evaluated for impairment based on changes in market conditions. When changes in market conditions are observed, impairment is estimated using a market-based approach. If the estimated fair value of the non-operating assets is less than their carrying value, an impairment charge is recorded for the difference.

During the third quarter of 2016, the Partnership ceased operations of one of its separately gated outdoor water parks, Wildwater Kingdom, located near Cleveland in Aurora, Ohio. At the date that Wildwater Kingdom ceased operations, the only remaining long-lived asset was the approximate 670 acres of land owned by the Partnership. This land has an associated carrying value of $17.1 million. The Partnership assessed the remaining asset and concluded there was no impairment during the third quarter of 2016. The associated acreage is classified as assets held-for-sale within "Other Assets" in the unaudited condensed consolidated balance sheet.

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(4) Goodwill and Other Intangible Assets:

Goodwill and other indefinite-lived intangible assets, including trade-names, are reviewed for impairment annually, or more frequently if indicators of impairment exist. As of March 26, 2017, there were no indicators of impairment. The Partnership's annual testing date is the first day of the fourth quarter. There were no impairments for any period presented.

A summary of changes in the Partnership’s carrying value of goodwill for the three months ended March 26, 2017 and March 27, 2016 is as follows:

(In thousands)	Goodwill (gross)		Accumulated Impairment Losses			Goodwill (net)
Balance at December 31, 2016	$	259,528	$	(79,868	)	$	179,660
Foreign currency translation	239		—			239
Balance at March 26, 2017	$	259,767	$	(79,868	)	$	179,899
Balance at December 31, 2015	$	290,679	$	(79,868	)	$	210,811
Foreign currency translation	3,897		—			3,897
Balance at March 27, 2016	$	294,576	$	(79,868	)	$	214,708

During the fourth quarter of 2016, management reassessed its accounting for the deferred income tax effects related to its Canadian disregarded entity temporary differences that were recorded in purchase accounting at the time of the acquisition. As a result, to appropriately reflect these tax effects, the Partnership recorded an adjustment that reduced goodwill and deferred tax liabilities by $33.9 million as of December 31, 2016. The adjustment did not impact the statements of operations and comprehensive income or cash flows for any period presented.

As of March 26, 2017, December 31, 2016, and March 27, 2016, the Partnership’s other intangible assets consisted of the following:

(In thousands)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
March 26, 2017
Other intangible assets:
Trade names	$	35,656	$	—		$	35,656
License / franchise agreements	3,301		(1,233		)	2,068
Total other intangible assets	$	38,957	$	(1,233	)	$	37,724
December 31, 2016
Other intangible assets:
Trade names	$	35,603	$	—		$	35,603
License / franchise agreements	3,326		(1,092		)	2,234
Total other intangible assets	$	38,929	$	(1,092	)	$	37,837
March 27, 2016
Other intangible assets:
Trade names	$	35,760	$	—		$	35,760
License / franchise agreements	1,444		(549		)	895
Total other intangible assets	$	37,204	$	(549	)	$	36,655

Amortization expense of other intangible assets is expected to continue to be immaterial going forward.

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(5) Long-Term Debt:

Long-term debt as of March 26, 2017, December 31, 2016, and March 27, 2016 consisted of the following:

(In thousands)	March 26, 2017			December 31, 2016			March 27, 2016
Revolving credit facility (due 2018)	$	85,000		$	—		$	65,000
Term debt (1)
March 2013 U.S. term loan averaging 3.25% (due 2013-2020)	602,850			602,850			608,850
Notes
June 2014 U.S. fixed rate notes at 5.375% (due 2024)	450,000			450,000			450,000
March 2013 U.S. fixed rate notes at 5.25% (due 2021)	500,000			500,000			500,000
	1,637,850			1,552,850			1,623,850
Less current portion	(4,350		)	(2,775		)	(4,050		)
	1,633,500			1,550,075			1,619,800
Less debt issuance costs	(14,882		)	(15,864		)	(18,949		)
	$	1,618,618		$	1,534,211		$	1,600,851

(1) The average interest rate does not reflect the effect of interest rate swap agreements (see Note 6).

In June 2014, the Partnership issued $450 million of 5.375% senior unsecured notes ("June 2014 notes"), maturing in 2024. The net proceeds from the offering of the June 2014 notes were used to redeem in full all of the Partnership’s $405 million of 9.125% July 2010 senior unsecured notes that were scheduled to mature in 2018 (and which included $5.6 million of Original Issue Discount ("OID") to yield 9.375%), to satisfy and discharge the indenture governing the notes that were redeemed and for general corporate purposes.

The Partnership's June 2014 notes pay interest semi-annually in June and December, with the principal due in full on June 1, 2024. Prior to June 1, 2017, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 105.375% together with accrued and unpaid interest. The notes may be redeemed, in whole or in part, at any time prior to June 1, 2019 at a price equal to 100% of the principal amount of the notes redeemed plus a “make-whole” premium together with accrued and unpaid interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

In March 2013, the Partnership issued $500 million of 5.25% senior unsecured notes ("March 2013 notes"), maturing in 2021. The Partnership's March 2013 notes paid interest semi-annually in March and September, with the principal due in full on March 15, 2021. The notes were redeemed in whole prior to March 15, 2018 at a price equal to 102.625% of the principal amount of the notes redeemed, together with accrued and unpaid interest to the redemption date.

Concurrently with this offering, the Partnership entered into an $885 million credit agreement (the "2013 Credit Agreement"), which included a $630 million senior secured term loan facility and a $255 million senior secured revolving credit facility. The terms of the senior secured term loan facility included a maturity date of March 6, 2020 and an interest rate of London InterBank Offering Rate ("LIBOR") plus 250 basis points (bps) with a LIBOR floor of 75 bps. The term loan amortized at $6.3 million annually. The net proceeds from the March 2013 notes and borrowings under the 2013 Credit Agreement were used to repay in full all amounts outstanding under the previous credit facilities. The facilities provided under the 2013 Credit Agreement were collateralized by substantially all of the assets of the Partnership.

Terms of the 2013 Credit Agreement included a revolving credit facility of a combined $255 million. Under the 2013 Credit Agreement, the Canadian portion of the revolving credit facility had a sub-limit of $15 million. U.S. denominated and Canadian denominated loans made under the revolving credit facility bear interest at a rate of LIBOR plus 225 bps (with no LIBOR floor). The revolving credit facility was scheduled to mature in March 2018 and also provided for the issuance of documentary and standby letters of credit. The 2013 Credit Agreement required the Partnership to pay a commitment fee of 38 bps per annum on the unused portion of the credit facilities.

The 2013 Credit Agreement included two Financial Condition Covenants, which if breached for any reason and not cured, could result in an event of default. At the end of the first quarter of 2017, the first of these, the Consolidated Leverage Ratio, was set at a maximum of 5.50x consolidated total debt (excluding the revolving debt)-to-consolidated EBITDA. The second of these required ratios, the Consolidated Fixed Charge Coverage Ratio, was set at a minimum of 1.1x (consolidated total fixed charges-to-

10

consolidated EBITDA). As of March 26, 2017, the Partnership was in compliance with these Financial Condition Covenants and all other covenants under the 2013 Credit Agreement.

The Partnership was allowed to make Restricted Payments, as defined in the 2013 Credit Agreement, of up to $60 million annually, so long as no default or event of default has occurred and is continuing and so long as the Partnership would be in compliance with certain financial ratios after giving effect to the payments. Additional Restricted Payments were allowed to be made based on an Excess-Cash-Flow formula should the Partnership’s pro-forma Consolidated Leverage Ratio be less than or equal to 5.00x. Pursuant to the terms of the indentures governing the Partnership's June 2014 and March 2013 notes, the Partnership could make Restricted Payments of $60 million annually so long as no default or event of default has occurred and is continuing; and the Partnership's ability to make additional Restricted Payments was permitted should the Partnership's pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio be less than or equal to 5.00x.

As market conditions warrant, the Partnership may from time to time repurchase debt securities issued by the Partnership, in privately negotiated or open market transactions, by tender offer, exchange offer or otherwise.

On April 13, 2017, the Partnership finalized the issuance of $500 million aggregate principal amount of 5.375% senior unsecured notes due 2027, in a private placement. Concurrently with this offering, the Partnership amended its existing 2013 Credit Agreement. The amended credit agreement includes a $750 million senior secured term loan facility and a $275 million senior secured revolving credit facility. Refer to Note 13 of the unaudited condensed consolidated financial statements for additional detail.

(6) Derivative Financial Instruments:

Derivative financial instruments are used within the Partnership’s overall risk management program to manage certain interest rate and foreign currency risks. By utilizing a derivative instrument to hedge our exposure to LIBOR rate changes, the Partnership is exposed to counterparty credit risk, in particular the failure of the counterparty to perform under the terms of the derivative contract. To mitigate this risk, hedging instruments are placed with a counterparty that the Partnership believes poses minimal credit risk. The Partnership does not use derivative financial instruments for trading purposes.

In the first quarter of 2016, the Partnership amended each of its four interest rate swap agreements to extend each of the maturities by two years to December 31, 2020 and effectively convert $500 million of variable-rate debt to a rate of 2.64%. As a result of the amendments, the previously existing interest rate swap agreements were de-designated, and the amounts recorded in AOCI are being amortized into earnings through the original December 31, 2018 maturity. The amended interest rate swap agreements are not designated as hedging instruments. There were no other changes to the terms of the agreements beyond those disclosed.

The fair market value of the Partnership's swap portfolio was recorded within "Derivative Liability" on the unaudited condensed consolidated balance sheets as of March 26, 2017, December 31, 2016, and March 27, 2016 as follows:

(In thousands)	March 26, 2017			December 31, 2016			March 27, 2016
Derivatives not designated as hedging instruments:
Interest rate swaps	$	(15,658	)	$	(17,721	)	$	(27,855	)

Derivatives Designated as Hedging Instruments

Changes in fair value of highly effective hedges are recorded as a component of AOCI in the balance sheet. Any ineffectiveness is recognized immediately in income. Amounts recorded as a component of accumulated other comprehensive income are reclassified into earnings in the same period the forecasted transactions affect earnings. As a result of the first quarter of 2016 amendments, the previously existing interest rate swap agreements were de-designated and the amended interest rate swap agreements are not designated as hedging instruments. As of March 26, 2017, we have no designated derivatives; therefore, no amount of designated derivatives are forecasted to be reclassified into earnings in the next twelve months.

Derivatives Not Designated as Hedging Instruments

Instruments that do not qualify for hedge accounting or were de-designated are prospectively adjusted to fair value each reporting period through "Net effect of swaps" in the unaudited condensed consolidated statements of operations and comprehensive income. The amounts that were previously recorded as a component of AOCI prior to the de-designation are reclassified to earnings, and a corresponding realized gain or loss will be recognized when the forecasted cash flow occurs. As a result of the first quarter 2016 amendments, the previously existing interest rate swap agreements were de-designated, and the amounts previously recorded in AOCI are being amortized into earnings through the original December 31, 2018 maturity. As of March 26, 2017, approximately $16.6 million of losses remain in AOCI related to the effective cash flow hedge contracts prior to de-designation, $9.5 million of which will be reclassified to earnings within the next twelve months.

The following table summarizes the effect of derivative instruments on income and other comprehensive income for the three-month periods ended March 26, 2017 and March 27, 2016:

(In thousands)	Amount of Gain (Loss) recognized in OCI on Derivatives (Effective Portion)					Amount and Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)						Amount and Location of Gain (Loss) Recognized in Income on Derivatives
Designated Derivatives	Three months ended 3/26/2017		Three months ended 3/27/2016			Designated Derivatives	Three months ended 3/26/2017		Three months ended 3/27/2016			Derivatives Not Designated	Three months ended 3/26/2017		Three months ended 3/27/2016
Interest rate swaps	$	—	$	(4,671	)	Interest Expense	$	—	$	(851	)	Net effect of swaps	$	2,063	$	(265	)

During the quarter ended March 26, 2017, the Partnership recognized $2.1 million of gains on the derivatives not designated as cash flow hedges and $2.4 million of expense representing the regular amortization of amounts in AOCI. The effect of these amounts resulted in a charge to earnings of $0.3 million recorded in “Net effect of swaps.”

During the quarter ended March 27, 2016, the Partnership recognized $0.3 million of losses on the derivatives not designated as cash flow hedges and $1.6 million of expense representing the amortization of amounts in AOCI. The effect of these amounts resulted in a charge to earnings of $1.8 million recorded in “Net effect of swaps.”

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(7) Fair Value Measurements:

The FASB's Accounting Standards Codification (ASC) 820 "Fair Value Measurements" emphasizes that fair value is a market-based measurement that should be determined based on assumptions (inputs) that market participants would use in pricing an asset or liability. Inputs may be observable or unobservable, and valuation techniques used to measure fair value should maximize the use of relevant observable inputs and minimize the use of unobservable inputs. Accordingly, FASB ASC 820 establishes a hierarchal disclosure framework that ranks the quality and reliability of information used to determine fair values. The hierarchy is associated with the level of pricing observability utilized in measuring fair value and defines three levels of inputs to the fair value measurement process. Quoted prices are the most reliable valuation inputs, whereas model values that include inputs based on unobservable data are the least reliable. Each fair value measurement must be assigned to a level corresponding to the lowest level input that is significant to the fair value measurement in its entirety.

The three broad levels of inputs defined by the fair value hierarchy are as follows:

• Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

• Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

• Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The table below presents the balances of assets and liabilities measured at fair value as of March 26, 2017, December 31, 2016, and March 27, 2016 on a recurring basis as well as the fair values of other financial instruments:

(In thousands)	Unaudited Condensed  Consolidated Balance Sheet Location	Fair Value Hierarchy Level	March 26, 2017						December 31, 2016						March 27, 2016
			Carrying Value			Fair  Value			Carrying Value			Fair  Value			Carrying Value			Fair  Value
Financial assets (liabilities) measured on a recurring basis:
Interest rate swap agreements not designated as cash flow hedges	Derivative Liability	Level 2	$	(15,658	)	$	(15,658	)	$	(17,721	)	$	(17,721	)	$	(27,855	)	$	(27,855	)
Other financial assets (liabilities):
Term debt	Long-Term Debt (1)	Level 2	$	(598,500	)	$	(601,493	)	$	(600,075	)	$	(603,075	)	$	(604,800	)	$	(604,800	)
March 2013 notes	Long-Term Debt (1)	Level 1	$	(500,000	)	$	(513,125	)	$	(500,000	)	$	(510,000	)	$	(500,000	)	$	(518,750	)
June 2014 notes	Long-Term Debt (1)	Level 1	$	(450,000	)	$	(462,375	)	$	(450,000	)	$	(462,375	)	$	(450,000	)	$	(464,625	)

(1) Carrying values of long-term debt balances are before reductions for debt issuance costs of $14.9 million, $15.9 million, and $18.9 million as of March 26, 2017, December 31, 2016, and March 27, 2016, respectively.

Fair values of the interest rate swap agreements are determined using significant inputs, including the LIBOR forward curves, which are considered Level 2 observable market inputs.

The carrying value of cash and cash equivalents, revolving credit loans, accounts receivable, current portion of term debt, accounts payable, and accrued liabilities approximates fair value because of the short maturity of these instruments. There were no assets measured at fair value on a non-recurring basis as of March 26, 2017, December 31, 2016, or March 27, 2016.

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(8) Earnings per Unit:

Net loss per limited partner unit is calculated based on the following unit amounts:

	Three months ended
	3/26/2017			3/27/2016
	(In thousands, except per unit amounts)
Basic weighted average units outstanding	56,008			55,877
Diluted weighted average units outstanding	56,008			55,877
Net loss per unit - basic	$	(1.16	)	$	(0.87	)
Net loss per unit - diluted	$	(1.16	)	$	(0.87	)

(9) Income and Partnership Taxes:

Under the applicable accounting rules, income taxes are recognized for the amount of taxes payable by the Partnership’s corporate subsidiaries for the current year and for the impact of deferred tax assets and liabilities, which represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes. The income tax provision (benefit) for interim periods is determined by applying an estimated annual effective tax rate to the quarterly income (loss) of the Partnership’s corporate subsidiaries. In addition to income taxes on its corporate subsidiaries, the Partnership is subject to a publicly traded partnership tax (PTP tax) on partnership-level gross income (net revenues less cost of food, merchandise and games). As such, the Partnership’s total provision (benefit) for taxes includes amounts for both the PTP tax and for income taxes on its corporate subsidiaries.

As of the first quarter of 2017, the Partnership has recorded $0.9 million of unrecognized tax benefits including interest and/or penalties related to state and local tax filing positions. The Partnership recognizes interest and/or penalties related to unrecognized tax benefits in the income tax provision. The Partnership does not anticipate that the balance of the unrecognized tax benefit will change significantly over the next 12 months.

(10) Contingencies:

The Partnership is a party to a number of lawsuits arising in the normal course of business. In the opinion of management, none of these matters are expected to have a material effect in the aggregate on the Partnership's financial statements.

13

(11) Changes in Accumulated Other Comprehensive Income by Component:

The following tables reflect the changes in accumulated other comprehensive income related to limited partners' equity for the three-month periods ended March 26, 2017 and March 27, 2016:

Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)	Gains and Losses on Cash Flow Hedges			Foreign Currency Translation			Total
Balance at December 31, 2016	$	(15,950	)	$	18,891		$	2,941
Other comprehensive income before reclassifications	—			(660		)	(660		)
Amounts reclassified from accumulated other comprehensive income, net of tax ($371) (2)	1,994			—			1,994
Net other comprehensive income	1,994			(660		)	1,334
Balance at March 26, 2017	$	(13,956	)	$	18,231		$	4,275

(1) All amounts are net of tax. Amounts in parentheses indicate debits.

(2) See Reclassifications Out of Accumulated Other Comprehensive Income table below for reclassification details.

Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)	Gains and Losses on Cash Flow Hedges			Foreign Currency Translation			Total
Balance at December 31, 2015	$	(19,300	)	$	22,591		$	3,291
Other comprehensive income before reclassifications, net of tax $711 and $2,520, respectively	(3,960		)	(4,395		)	(8,355		)
Amounts reclassified from accumulated other comprehensive income, net of tax ($247) (2)	1,329			—			1,329
Net other comprehensive income	(2,631		)	(4,395		)	(7,026		)
Balance at March 27, 2016	$	(21,931	)	$	18,196		$	(3,735	)

(1) All amounts are net of tax. Amounts in parentheses indicate debits.

(2) See Reclassifications Out of Accumulated Other Comprehensive Income table below for reclassification details.

Reclassifications Out of Accumulated Other Comprehensive Income (1)
Details about Accumulated Other Comprehensive Income Components	Amount Reclassified from Accumulated Other Comprehensive Income						Affected Line Item in the Statement Where Net Income is Presented
(In thousands)	Three months ended 3/26/2017			Three months ended 3/27/2016
Interest rate contracts	$	2,365		$	1,576		Net effect of swaps
Provision for taxes	(371		)	(247		)	Benefit for taxes
Gains and losses on cash flow hedges	$	1,994		$	1,329		Net of tax

(1) Amounts in parentheses indicate gains.

14

(12) Consolidating Financial Information of Guarantors and Issuers:

Cedar Fair, L.P., Canada's Wonderland Company ("Cedar Canada"), and Magnum Management Corporation ("Magnum") are the co-issuers of the Partnership's June 2014 and March 2013 notes (see Note 5). The notes have been fully and unconditionally guaranteed, on a joint and several basis, by each 100% owned subsidiary of Cedar Fair (other than Cedar Canada and Magnum) that guarantees the Partnership's senior secured credit facilities. There are no non-guarantor subsidiaries.

The following consolidating schedules present condensed financial information for Cedar Fair, L.P., Cedar Canada, and Magnum, the co-issuers, and each 100% owned subsidiary of Cedar Fair (other than Cedar Canada and Magnum), the guarantors (on a combined basis), as of March 26, 2017, December 31, 2016, and March 27, 2016 and for the three-month periods ended March 26, 2017 and March 27, 2016. In lieu of providing separate unaudited financial statements for the guarantor subsidiaries, the Partnership has included the accompanying unaudited condensed consolidating financial statements.

15

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

March 26, 2017

(In thousands)

	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	—		$	—	$	29,590	$	4,652	$	—		$	34,242
Receivables	—			1,552		61,894		541,622		(576,483		)	28,585
Inventories	—			—		2,008		37,310		—			39,318
Other current assets	74			907		3,419		26,350		(1,661		)	29,089
	74			2,459		96,911		609,934		(578,144		)	131,234
Property and Equipment, net	—			835		176,952		1,410,861		—			1,588,648
Investment in Park	711,257			852,264		195,731		294,228		(2,053,480		)	—
Goodwill	674			—		59,620		119,605		—			179,899
Other Intangibles, net	—			—		13,306		24,418		—			37,724
Deferred Tax Asset	—			16,616		—		—		(16,616		)	—
Other Assets	—			2,000		109		18,665		—			20,774
	$	712,005		$	874,174	$	542,629	$	2,477,711	$	(2,648,240	)	$	1,958,279
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—		$	897	$	100	$	3,353	$	—		$	4,350
Accounts payable	453,329			125,934		2,081		39,854		(576,483		)	44,715
Deferred revenue	—			—		7,373		108,759		—			116,132
Accrued interest	864			589		7,729		1,831		—			11,013
Accrued taxes	1,084			—		—		9,113		(1,661		)	8,536
Accrued salaries, wages and benefits	—			13,792		635		—		—			14,427
Self-insurance reserves	—			11,397		1,484		12,952		—			25,833
Other accrued liabilities	2,644			3,907		164		4,904		—			11,619
	457,921			156,516		19,566		180,766		(578,144		)	236,625
Deferred Tax Liability	—			—		13,273		125,350		(16,616		)	122,007
Derivative Liability	9,395			6,263		—		—		—			15,658
Other Liabilities	—			1,125		—		11,798		—			12,923
Long-Term Debt:
Revolving credit loans	—			—		—		85,000		—			85,000
Term debt	—			123,347		13,576		456,274		—			593,197
Notes	292,241			203,256		444,924		—		—			940,421
	292,241			326,603		458,500		541,274		—			1,618,618
Equity	(47,552		)	383,667		51,290		1,618,523		(2,053,480		)	(47,552		)
	$	712,005		$	874,174	$	542,629	$	2,477,711	$	(2,648,240	)	$	1,958,279

16

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2016

(In thousands)

	Cedar Fair L.P. (Parent)		Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	—	$	65,563	$	58,178	$	(1,025	)	$	122,716
Receivables	—		1,409		28,019		576,975		(570,989		)	35,414
Inventories	—		—		1,371		24,905		—			26,276
Other current assets	173		796		2,229		9,833		(1,761		)	11,270
	173		2,205		97,182		669,891		(573,775		)	195,676
Property and Equipment, net	—		844		175,358		1,363,018		—			1,539,220
Investment in Park	798,076		937,626		200,075		324,282		(2,260,059		)	—
Goodwill	674		—		59,381		119,605		—			179,660
Other Intangibles, net	—		—		13,255		24,582		—			37,837
Deferred Tax Asset	—		33,303		—		—		(33,303		)	—
Other Assets	—		2,000		108		18,680		—			20,788
	$	798,923	$	975,978	$	545,359	$	2,520,058	$	(2,867,137	)	$	1,973,181
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—	$	572	$	64	$	2,139	$	—		2,775
Accounts payable	428,396		145,258		740		18,471		(572,014		)	20,851
Deferred revenue	—		—		5,601		77,164		—			82,765
Accrued interest	4,613		3,207		2,057		109		—			9,986
Accrued taxes	405		18,653		—		41,661		(1,761		)	58,958
Accrued salaries, wages and benefits	—		29,227		1,131		—		—			30,358
Self-insurance reserves	—		12,490		1,321		13,252					27,063
Other accrued liabilities	2,282		3,018		193		4,434		—			9,927
	435,696		212,425		11,107		157,230		(573,775		)	242,683
Deferred Tax Liability	—		—		12,838		125,350		(33,303		)	104,885
Derivative Liability	10,633		7,088		—		—		—			17,721
Other Liabilities	—		1,236		—		11,926		—			13,162
Long-Term Debt:
Term debt	—		123,672		13,598		456,958		—			594,228
Notes	292,075		203,140		444,768		—		—			939,983
	292,075		326,812		458,366		456,958		—			1,534,211
Equity	60,519		428,417		63,048		1,768,594		(2,260,059		)	60,519
	$	798,923	$	975,978	$	545,359	$	2,520,058	$	(2,867,137	)	$	1,973,181

17

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

March 27, 2016

(In thousands)

	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	—		$	—	$	38,251	$	28,203	$	(1,903	)	$	64,551
Receivables	18			2,192		20,709		488,005		(477,010		)	33,914
Inventories	—			131		1,920		36,404		—			38,455
Other current assets	77			26,642		2,097		25,153		(26,051		)	27,918
	95			28,965		62,977		577,765		(504,964		)	164,838
Property and Equipment, net	—			5,584		186,379		1,378,191		—			1,570,154
Investment in Park	699,382			904,557		176,055		24,194		(1,804,188		)	—
Goodwill	674			—		94,428		119,606		—			214,708
Other Intangibles, net	—			—		13,384		23,271		—			36,655
Deferred Tax Asset	—			2,920		—		—		(2,920		)	—
Other Assets	—			14,413		219		2,773		—			17,405
	$	700,151		$	956,439	$	533,442	$	2,125,800	$	(2,312,072	)	$	2,003,760
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—		$	1,649	$	93	$	2,308	$	—		$	4,050
Accounts payable	317,035			161,288		1,839		32,189		(478,259		)	34,092
Deferred revenue	—			139		6,313		98,804		—			105,256
Accrued interest	1,290			1,303		7,853		914		—			11,360
Accrued taxes	1,935			—		1,810		32,869		(26,051		)	10,563
Accrued salaries, wages and benefits	—			21,805		636		—		—			22,441
Self-insurance reserves	—			11,417		1,426		11,409		—			24,252
Distribution payable	46,968			—		—		—		(654		)	46,314
Other accrued liabilities	1,438			1,125		190		4,443		—			7,196
	368,666			198,726		20,160		182,936		(504,964		)	265,524
Deferred Tax Liability	—			—		20,003		121,865		(2,920		)	138,948
Derivative Liability	16,713			11,142		—		—		—			27,855
Other Liabilities	—			1,232		—		11,156		—			12,388
Long-Term Debt:
Revolving credit loans	65,000			—		—		—		—			65,000
Term debt	—			243,628		13,660		340,021		—			597,309
Notes	291,578			202,794		444,170		—		—			938,542
	356,578			446,422		457,830		340,021		—			1,600,851
Equity	(41,806		)	298,917		35,449		1,469,822		(1,804,188		)	(41,806		)
	$	700,151		$	956,439	$	533,442	$	2,125,800	$	(2,312,072	)	$	2,003,760

18

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the Three Months Ended March 26, 2017

(In thousands)

	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total
Net revenues	$	(6,138	)	$	(291	)	$	353		$	45,296		$	9,098		$	48,318
Costs and expenses:
Cost of food, merchandise, and games revenues	—			—			—			5,480			—			5,480
Operating expenses	—			40,592			5,304			29,295			9,098			84,289
Selling, general and administrative	894			14,495			746			11,484			—			27,619
Depreciation and amortization	—			8			2			5,355			—			5,365
Loss on impairment / retirement of fixed assets, net	—			—			445			1,081			—			1,526
	894			55,095			6,497			52,695			9,098			124,279
Operating loss	(7,032		)	(55,386		)	(6,144		)	(7,399		)	—			(75,961		)
Interest expense (income), net	8,169			5,308			5,905			(500		)	—			18,882
Net effect of swaps	150			151			—			—			—			301
Gain on foreign currency	—			—			(2,671		)	—			—			(2,671		)
Other (income) expense	62			(15,264		)	657			14,545			—			—
Income from investment in affiliates	48,666			20,604			4,344			11,097			(84,711		)	—
Loss before taxes	(64,079		)	(66,185		)	(14,379		)	(32,541		)	84,711			(92,473		)
Provision (benefit) for taxes	675			(17,519		)	(3,276		)	(7,599		)	—			(27,719		)
Net loss	$	(64,754	)	$	(48,666	)	$	(11,103	)	$	(24,942	)	$	84,711		$	(64,754	)
Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment	(660		)	—			(660		)	—			660			(660		)
Unrealized gain on cash flow hedging derivatives	1,994			605			—			—			(605		)	1,994
Other comprehensive income (loss), (net of tax)	1,334			605			(660		)	—			55			1,334
Total comprehensive loss	$	(63,420	)	$	(48,061	)	$	(11,763	)	$	(24,942	)	$	84,766		$	(63,420	)

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CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the Three Months Ended March 27, 2016

(In thousands)

	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total
Net revenues	$	(2,500	)	$	7,841		$	119		$	58,317		$	(5,339	)	$	58,438
Costs and expenses:
Cost of food, merchandise, and games revenues	—			—			(2		)	6,239			—			6,237
Operating expenses	10			39,978			5,277			44,678			(5,339		)	84,604
Selling, general and administrative	894			13,186			763			10,769			—			25,612
Depreciation and amortization	—			9			—			5,182			—			5,191
Loss on impairment / retirement of fixed assets, net	—			—			21			2,591			—			2,612
	904			53,173			6,059			69,459			(5,339		)	124,256
Operating loss	(3,404		)	(45,332		)	(5,940		)	(11,142		)	—			(65,818		)
Interest expense (income), net	8,038			6,445			6,036			(750		)	—			19,769
Net effect of swaps	1,442			400			—			—			—			1,842
Gain on foreign currency	—			—			(19,561		)	—			—			(19,561		)
Other (income) expense	62			(19,371		)	874			18,435			—			—
Income (loss) from investment in affiliates	34,681			14,144			3,475			(725		)	(51,575		)	—
Income (loss) before taxes	(47,627		)	(46,950		)	3,236			(28,102		)	51,575			(67,868		)
Provision (benefit) for taxes	859			(12,270		)	2,510			(10,481		)	—			(19,382		)
Net income (loss)	$	(48,486	)	$	(34,680	)	$	726		$	(17,621	)	$	51,575		$	(48,486	)
Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment	(4,395		)	—			(4,395		)	—			4,395			(4,395		)
Unrealized loss on cash flow hedging derivatives	(2,631		)	(756		)	—			—			756			(2,631		)
Other comprehensive income (loss), (net of tax)	(7,026		)	(756		)	(4,395		)	—			5,151			(7,026		)
Total comprehensive loss	$	(55,512	)	$	(35,436	)	$	(3,669	)	$	(17,621	)	$	56,726		$	(55,512	)

20

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Three Months Ended March 26, 2017

(In thousands)

	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total
NET CASH FROM (FOR) OPERATING ACTIVITIES	$	23,702		$	56,496		$	(35,208	)	$	(119,483	)	$	509		$	(73,984	)
CASH FLOWS FOR INVESTING ACTIVITIES
Intercompany receivables (payments) receipts	—			—			—			28,274			(28,274		)	—
Purchase of identifiable intangible assets	—			—			—			(10		)	—			(10		)
Capital expenditures	—			—			(1,148		)	(47,307		)	—			(48,455		)
Net cash for investing activities	—			—			(1,148		)	(19,043		)	(28,274		)	(48,465		)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Borrowings on revolving credit loans	—			—			—			85,000			—			85,000
Distributions paid to partners	(48,651		)	—			—			—			516			(48,135		)
Intercompany payables (payments) receipts	24,949			(53,223		)	—			—			28,274			—
Tax effect of units involved in treasury unit transactions	—			(1,369		)	—			—			—			(1,369		)
Payments related to tax withholding for equity compensation	—			(1,904		)	—			—			—			(1,904		)
Net cash from (for) financing activities	(23,702		)	(56,496		)	—			85,000			28,790			33,592
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			383			—			—			383
CASH AND CASH EQUIVALENTS
Net decrease for the period	—			—			(35,973		)	(53,526		)	1,025			(88,474		)
Balance, beginning of period	—			—			65,563			58,178			(1,025		)	122,716
Balance, end of period	$	—		$	—		$	29,590		$	4,652		$	—		$	34,242

21

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Three Months Ended March 27, 2016

(In thousands)

	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total
NET CASH FROM (FOR) OPERATING ACTIVITIES	$	(25,319	)	$	(51,142	)	$	(214	)	$	11,645		$	(1,903	)	$	(66,933	)
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
Intercompany receivables (payments) receipts	—			—			—			63,088			(63,088		)	—
Capital expenditures	—			—			(2,247		)	(49,974		)	—			(52,221		)
Net cash from (for) investing activities	—			—			(2,247		)	13,114			(63,088		)	(52,221		)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Borrowings on revolving credit loans	65,000			—			—			—			—			65,000
Intercompany payables (payments) receipts	(116,688		)	53,600			—			—			63,088			—
Tax effect of units involved in treasury unit transactions	—			(1,549		)	—			—			—			(1,549		)
Payments related to tax withholding for equity compensation	—			(909		)	—			—			—			(909		)
Net cash from (for) financing activities	(51,688		)	51,142			—			—			63,088			62,542
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			1,606			—			—			1,606
CASH AND CASH EQUIVALENTS
Net increase (decrease) for the period	(77,007		)	—			(855		)	24,759			(1,903		)	(55,006		)
Balance, beginning of period	77,007			—			39,106			3,444			—			119,557
Balance, end of period	$	—		$	—		$	38,251		$	28,203		$	(1,903	)	$	64,551

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(13) Subsequent Events:

On April 13, 2017, the Partnership finalized the issuance of $500 million aggregate principal amount of 5.375% senior unsecured notes due 2027, in a private placement ("April 2017 notes"). Concurrently with this offering, the Partnership amended its existing 2013 Credit Agreement. The amended credit agreement ("2017 Credit Agreement") includes a $750 millionseven-year senior secured term loan facility and a $275 millionfive-year senior secured revolving credit facility. The net proceeds from the offering of the notes, along with the proceeds from the 2017 Credit Agreement, were used to redeem all of the Partnership's 5.25% senior unsecured notes due 2021 (the March 2013 notes) and pay accrued interest and transaction fees and expenses, to repay in full all amounts outstanding under its existing credit facilities and for general corporate purposes.

Terms of the 2017 Credit Agreement include an increase to the existing $255 million senior secured revolving credit facility to $275 million. Under the 2017 Credit Agreement, the Canadian revolving credit facility continues to have a sub-limit of $15 million. Borrowings under the new senior secured revolving credit facility bear interest at London Interbank Offered Rate ("LIBOR") or Canadian Dollar Offered Rate ("CDOR") plus 200 bps. The revolving credit facility, which matures in April 2022, also provides the issuance of documentary and standby letters of credit. The 2017 Credit Agreement requires that we pay a commitment fee of 38 bps per annum on the unused portion of the credit facilities.

The U.S. term loan, which amortizes at 0.25% quarterly, or $7.5 million per year, is scheduled to mature in April 2024 and bears interest at a rate of LIBOR plus 225 bps.

The $500 million senior unsecured notes will pay interest semi-annually in April and October, with the principal due in full on April 15, 2027. The notes may be redeemed, in whole or in part, at any time prior to April 15, 2022 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. Prior to April 15, 2020, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at 105.375% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any.

The redemption of the March 2013 notes and repayments of the amounts outstanding under the existing credit facilities resulted in the write-off of debt issuance costs of $7.6 million and debt premium payments of $15.5 million. Accordingly, the Partnership will record a loss on debt extinguishment of approximately $23.1 million in the second quarter of 2017.

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

Business Overview:

We generate our revenues primarily from sales of (1) admission to our parks, (2) food, merchandise and games inside our parks, and (3) hotel rooms, extra-charge attractions, and food and other attractions both inside and outside our parks. Our principal costs and expenses, which include salaries and wages, advertising, maintenance, operating supplies, utilities, and insurance are relatively fixed and do not vary significantly with attendance.

Each of our properties is overseen by a park general manager and operates autonomously. Management reviews operating results, evaluates performance and makes operating decisions, including allocating resources, on a property-by-property basis.

Along with attendance and per capita statistics, discrete financial information and operating results are prepared at the individual park level for use by the CEO, who is the Chief Operating Decision Maker (CODM), as well as by the Chief Financial Officer, the Chief Operating Officer, the Executive Vice President - Operations, Regional Vice Presidents and the park general managers.

Critical Accounting Policies:

Management’s discussion and analysis of financial condition and results of operations is based upon our unaudited condensed consolidated financial statements, which were prepared in accordance with accounting principles generally accepted in the United States of America. These principles require us to make judgments, estimates and assumptions during the normal course of business that affect the amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ significantly from those estimates under different assumptions and conditions.

Management believes that judgment and estimates related to the following critical accounting policies could materially affect our consolidated financial statements:

•Impairment of Long-Lived Assets

•Goodwill and Other Intangible Assets

•Self-Insurance Reserves

•Derivative Financial Instruments

•Revenue Recognition

• Income Taxes

In the first quarter of 2017, there were no changes in the above critical accounting policies from those previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016.

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Adjusted EBITDA:

We believe that Adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the 2013 Credit Agreement) is a meaningful measure as it is widely used by analysts, investors and comparable companies in our industry to evaluate our operating performance on a consistent basis, as well as more easily compare our results with those of other companies in our industry. Further, management believes Adjusted EBITDA is a meaningful measure of park-level operating profitability and we use it for measuring returns on capital investments, evaluating potential acquisitions, determining awards under incentive compensation plans, and calculating compliance with certain loan covenants. Adjusted EBITDA is provided in the discussion of results of operations that follows as a supplemental measure of our operating results and is not intended to be a substitute for operating income, net income or cash flows from operating activities as defined under generally accepted accounting principles. In addition, Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

The table below sets forth a reconciliation of Adjusted EBITDA to net loss for the three-month periods ended March 26, 2017 and March 27, 2016.

	Three months ended
	3/26/2017			3/27/2016
(In thousands)	(13 weeks)			(13 weeks)
Net loss	$	(64,754	)	$	(48,486	)
Interest expense	18,914			19,787
Interest income	(32		)	(18		)
Benefit for taxes	(27,719		)	(19,382		)
Depreciation and amortization	5,365			5,191
EBITDA	(68,226		)	(42,908		)
Net effect of swaps	301			1,842
Non-cash foreign currency gain	(2,679		)	(19,714		)
Non-cash equity compensation expense	3,417			2,468
Loss on impairment / retirement of fixed assets, net	1,526			2,612
Other (1)	192			244
Adjusted EBITDA	$	(65,469	)	$	(55,456	)

(1) Consists of certain costs as defined in the Company's 2013 Credit Agreement and prior credit agreements. These items are excluded in the calculation of Adjusted EBITDA and have included certain legal expenses, costs associated with certain ride abandonment or relocation expenses, contract termination costs, and severance expenses.

25

Results of Operations:

We believe the following are significant measures in the structure of our management and operational reporting, and they are used as major factors in key operational decisions:

Attendance is defined as the number of guest visits to the Partnership's amusement parks and separately gated outdoor water parks.

In-park per capita spending is calculated as revenues generated within our amusement parks and separately gated outdoor water parks along with related tolls and parking revenues, divided by total attendance.

Out-of-park revenues are defined as revenues from resort, marina, sponsorship and all other out-of-park operations.

Both in-park per capita and out-of-park revenues exclude amounts remitted for concessionaire arrangements.

Three months ended March 26, 2017

Operating results for the first quarter are historically less than 5% of our full-year revenues and attendance. The results include normal off-season operating, maintenance, and administrative expenses at our ten seasonal amusement parks and two outdoor water parks, as well as daily operations at Knott's Berry Farm, which is open year-round, and Castaway Bay, which is generally open daily from Memorial Day to Labor Day plus a limited daily schedule for the balance of the year. The fiscal three-month period ended March 26, 2017 consisted of a 13-week period and included a total of 88 operating days compared with 13 weeks and 96 operating days for the fiscal three-month period ended March 27, 2016. As of March 26, 2017 and March 27, 2016, four of our amusement parks were operating.

The following table presents key financial information for the three months ended March 26, 2017 and March 27, 2016:

	Three months ended			Three months ended
	3/26/2017			3/27/2016			Increase (Decrease)
	(13 weeks)			(13 weeks)			$			%
	(Amounts in thousands, except for per capita spending)
Net revenues	$	48,318		$	58,438		$	(10,120	)	(17.3	)%
Operating costs and expenses	117,388			116,453			935			0.8	%
Depreciation and amortization	5,365			5,191			174			3.4	%
Loss on impairment / retirement of fixed assets, net	1,526			2,612			(1,086		)	N/M
Operating loss	$	(75,961	)	$	(65,818	)	$	(10,143	)	(15.4	)%
N/M - Not meaningful
Other Data:
Adjusted EBITDA (1)	$	(65,469	)	$	(55,456	)	$	(10,013	)	(18.1	)%

(1) For additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation to net loss, see page 26.

For the quarter ended March 26, 2017, net revenues decreased by $10.1 million, to $48.3 million, from $58.4 million in the first quarter of 2016. This reflects a decrease in attendance offset partially by an increase in in-park per capita spending. Out-of-park revenues were comparable with the same period in the prior year. The decrease in attendance was largely driven by the shift of the Easter holiday and spring break period from the first quarter of 2016 to the second quarter of 2017, and by rain at Knott's Berry Farm. The increase in in-park per capita spending was largely attributable to increases in admissions pricing. Out-of-park revenues were comparable with the prior period due to proceeds received in the current period from a business interruption insurance claim relating to a prior year water outage at Cedar Point largely offsetting prior period revenues received from an early season Super Bowl 50 special event. Currency exchange rates had an immaterial impact on net revenues for the quarter as our Canadian park was not operating during the period.

Operating costs and expenses for the quarter increased 0.8%, or $0.9 million, to $117.4 million from $116.5 million in the first quarter of 2016. The increase is the result of a $2.0 million increase in SG&A expense offset by an $0.8 million decrease in cost of good sold and a $0.3 million decrease in operating expenses. Cost of goods sold decreased due to lower sales volume during the quarter. Cost of goods sold, as a percentage of food, merchandise, and games revenue, was comparable for both periods. The $2.0 million increase in SG&A expense was primarily attributable to improvements in security and technology, increases in employee health costs, and increases in employee compensation and corresponding employer taxes. The $0.3 million decrease

26

in operating expenses was primarily due to decreased maintenance expense attributable to specific prior year repair projects that did not reoccur in the current year, partially offset by increased employer taxes and health care costs related to increased medical claims. The increase in operating costs and expenses was not materially impacted by foreign currency exchange rates during the first quarter.

Depreciation and amortization expense for the quarter increased $0.2 million, or 3.4% due to growth in capital improvements. For the first quarter of 2017, the loss on impairment / retirement of fixed assets was $1.5 million, reflecting the retirement of assets in the normal course of business at several of our properties, compared to $2.6 million in the first quarter of 2016.

After the items above, operating loss for the first quarter of 2017 increased $10.1 million to $76.0 million compared to an operating loss of $65.8 million for the first quarter of 2016.

Interest expense for the first quarter of 2017 decreased $0.9 million from $19.8 million in the first quarter of 2016. The net effect of our swaps resulted in a non-cash charge to earnings of $0.3 million for the first quarter of 2017 compared with a $1.8 million non-cash charge to earnings in the first quarter of 2016. The difference reflects the change in fair market value movements in our de-designated swap portfolio offset by the amortization of amounts in OCI for these swaps. During the current quarter, we also recognized a $2.7 million net benefit to earnings for foreign currency transaction gains and losses compared with a $19.6 million net benefit to earnings for the first quarter in 2016. Both amounts primarily represent remeasurement of the U.S.-dollar denominated debt held at our Canadian property from the applicable currency to the legal entity's functional currency.

During the first quarter of 2017, a benefit for taxes of $27.7 million was recorded to account for PTP taxes and income taxes on our corporate subsidiaries. This compares to a benefit for taxes recorded in the first quarter of 2016 of $19.4 million. This increase in tax benefit relates largely to an increase in pretax loss from our corporate subsidiaries compared to the same period a year ago.

After the items above, net loss for the current quarter totaled $64.8 million, or $1.16 per diluted limited partner unit, compared with a net loss of $48.5 million, or $0.87 per diluted unit, for the first quarter a year ago.

For the current quarter, our Adjusted EBITDA loss increased to $65.5 million from $55.5 million for the fiscal first quarter of 2016. The approximate $10.0 million increase in Adjusted EBITDA loss is due to the attendance and revenue decline largely driven by the shift of the Easter holiday and spring break period from the first quarter of 2016 to the second quarter of 2017, and due to rain at Knott's Berry Farm.

April 2017

Based on preliminary results, net revenues through April are up 2% over the same four-month period last year.

Liquidity and Capital Resources:

With respect to both liquidity and cash flow, we ended the first quarter of 2017 in sound condition. The working capital ratio (current assets divided by current liabilities) of 0.6 at March 26, 2017 is the result of normal seasonal activity. Receivables, inventories and payables are at normal seasonal levels.

Operating Activities

During the three-month period ended March 26, 2017, net cash used for operating activities increased $7.1 million from the same period a year ago, primarily due to a higher net loss in the current period.

Investing Activities

Net cash used for investing activities for the first three months of 2017 was $48.5 million, a decrease of $3.8 million compared with the same period in the prior year. This decrease reflects lower capital expenditures in the period.

Financing Activities

Net cash from financing activities for the first three months of 2017 was $33.6 million, a decrease of $29.0 million compared with the same period in the prior year. This decrease reflects the year-over-year timing difference in the payment of unitholder distributions offset by an increase in net revolver borrowings of $20.0 million.

27

As of March 26, 2017, our outstanding debt, before reduction for debt issuance costs, consisted of the following:

• $450 million of 5.375% senior unsecured notes, maturing in 2024, issued at par. Prior to June 1, 2017, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 105.375% together with accrued and unpaid interest. The notes may be redeemed, in whole or in part, at any time prior to June 1, 2019 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium, together with accrued and unpaid interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. The notes pay interest semi-annually in June and December.

• $500 million of 5.25% senior unsecured notes, maturing in 2021, issued at par. The notes were redeemed in whole prior to March 15, 2018 at a price equal to 102.625% of the principal amount of the notes redeemed, together with accrued and unpaid interest to the redemption date. The notes paid interest semi-annually in March and September.

• $602.9 million of senior secured term debt, maturing in March 2020 under our 2013 Credit Agreement. The term debt had an interest rate of London InterBank Offering Rate ("LIBOR") plus 250 basis points (bps) with a LIBOR floor of 75 bps. The term loan amortized at $6.3 million annually. Current maturities totaled $4.4 million as of March 26, 2017.

• $85.0 million of borrowings under the $255 million senior secured revolving credit facility under our 2013 Credit Agreement. Under the 2013 Credit Agreement, the Canadian portion of the revolving credit facility had a sub-limit of $15.0 million. U.S. denominated and Canadian denominated loans made under the revolving credit facility had an interest rate of LIBOR plus 225 bps (with no LIBOR floor). The revolving credit facility was scheduled to mature in March 2018 and also provided for the issuance of documentary and standby letters of credit. The 2013 Credit Agreement required that we pay a commitment fee of 38 bps per annum on the unused portion of the credit facilities. After letters of credit, which totaled $15.9 million at March 26, 2017, we had $154.1 million of available borrowings under the revolving credit facility and cash on hand of $34.2 million.

As of March 26, 2017, we have four interest rate swap agreements that effectively convert $500 million of variable-rate debt to fixed rates. These swaps, which mature on December 31, 2020 and fix LIBOR at a weighted average rate of 2.64%, were not designated as cash flow hedges. Additional detail regarding our current and historical swap arrangements is provided in Note 6 to our unaudited condensed consolidated financial statements.

As of March 26, 2017, the fair market value of our derivative portfolio was $15.7 million and was recorded in "Derivative Liability."

The 2013 Credit Agreement included two Financial Condition Covenants, which if breached for any reason and not cured, could result in an event of default. At the end of the first quarter of 2017, the first of these, the Consolidated Leverage Ratio, was set at a maximum of 5.50x consolidated total debt (excluding the revolving debt)-to-consolidated EBITDA. The second of these required ratios, the Consolidated Fixed Charge Coverage Ratio, was set at a minimum of 1.1x (consolidated total fixed charges-to-consolidated EBITDA). As of March 26, 2017, the Partnership was in compliance with these Financial Condition Covenants and all other covenants under the 2013 Credit Agreement.

The Partnership was allowed to make Restricted Payments, as defined in the 2013 Credit Agreement, of up to $60 million annually, so long as no default or event of default has occurred and is continuing and so long as the Partnership would be in compliance with certain financial ratios after giving effect to the payments. Additional Restricted Payments were allowed to be made based on an Excess-Cash-Flow formula should the Partnership's pro-forma Consolidated Leverage Ratio be less than or equal to 5.00x. Pursuant to the terms of the indentures governing the Partnership's June 2014 and March 2013 notes, the Partnership could make Restricted Payments of $60 million annually so long as no default or event of default has occurred and is continuing; and our ability to make additional Restricted Payments was permitted should the Partnership's pro forma Total Indebtedness-to-Consolidated-Cash-Flow Ratio be less than or equal to 5.00x.

2017 Debt Refinancing

On April 13, 2017, the Partnership finalized the issuance of $500 million aggregate principal amount of 5.375% senior unsecured notes due 2027, in a private placement ("April 2017 notes"). Concurrently with this offering, the Partnership amended its existing 2013 Credit Agreement. The amended credit agreement ("2017 Credit Agreement") includes a $750 million seven-year senior secured term loan facility and a $275 million five-year senior secured revolving credit facility. The net proceeds from the offering of the notes, along with the proceeds from the 2017 Credit Agreement, were used to redeem all of the Partnership's 5.25% senior unsecured notes due 2021 (the March 2013 notes) and pay accrued interest and transaction fees and expenses, to repay in full all amounts outstanding under its existing credit facilities, and for general corporate purposes.

28

Terms of the 2017 Credit Agreement include an increase to the existing $255 million senior secured revolving credit facility to $275 million. Under the 2017 Credit Agreement, the Canadian revolving credit facility continues to have a sub-limit of $15 million. Borrowings under the new senior secured revolving credit facility bear interest at London Interbank Offered Rate ("LIBOR") or Canadian Dollar Offered Rate ("CDOR") plus 200 bps. The revolving credit facility, which matures in April 2022, also provides the issuance of documentary and standby letters of credit. The 2017 Credit Agreement requires that we pay a commitment fee of 38 bps per annum on the unused portion of the credit facilities.

The U.S. term loan, which amortizes at 0.25% quarterly, or $7.5 million per year, is scheduled to mature in April 2024 and bears interest at a rate of LIBOR plus 225 bps.

The $500 million senior unsecured notes will pay interest semi-annually in April and October, with the principal due in full on April 15, 2027. The notes may be redeemed, in whole or in part, at any time prior to April 15, 2022 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. Prior to April 15, 2020, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at 105.375% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any.

The 2017 Credit Agreement includes one Financial Condition Covenant, the Consolidated Leverage Ratio. The ratio is set at a maximum of 5.50x consolidated total debt-to-consolidated EBITDA, which if breached for any reason and not cured, could result in an event of default.

The Partnership is allowed to make Restricted Payments, as defined in the 2017 Credit Agreement, of up to $100 million annually, so long as no default or event of default has occurred and is continuing and so long as the Partnership would be in compliance with the Consolidated Leverage Ratio after giving effect to the payments. Additional Restricted Payments are allowed to be made based on an Excess-Cash-Flow formula should the Partnership's pro-forma Consolidated Leverage Ratio be less than or equal to 5.25x. Pursuant to the terms of the indenture governing the Partnership's April 2017 notes, the Partnership can make Restricted Payments of $100 million annually so long as no default or event of default has occurred and is continuing; and our ability to make additional Restricted Payments is permitted should the Partnership's pro forma Total Indebtedness-to-Consolidated-Cash-Flow Ratio be less than or equal to 5.25x.

In accordance with the 2013 Credit Agreement debt provisions, on February 22, 2017, we announced the declaration of a distribution of $0.855 per limited partner unit, which was paid on March 15, 2017. Also, in accordance with the 2017 Credit Agreement debt provisions, on May 3, 2017, we announced the declaration of a distribution of $0.855 per limited partner unit, which will be payable on June 15, 2017.

Existing credit facilities and cash flows from operations are expected to be sufficient to meet working capital needs, debt service, partnership distributions and planned capital expenditures for the foreseeable future.

Off Balance Sheet Arrangements:

We had $15.9 million in letters of credit, which are primarily in place to backstop insurance arrangements, outstanding on our revolving credit facility as of March 26, 2017. We have no other significant off-balance sheet financing arrangements.

Forward Looking Statements

Some of the statements contained in this report (including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that are not historical in nature are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements as to our expectations, beliefs and strategies regarding the future. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond our control and could cause actual results to differ materially from those described in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors, including those listed under Item 1A in the Company’s Annual Report on Form 10-K, could adversely affect our future financial performance and cause actual results to differ materially from our expectations.

29

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks from fluctuations in interest rates, and to a lesser extent on currency exchange rates on our operations in Canada, and from time to time, on imported rides and equipment. The objective of our financial risk management is to reduce the potential negative impact of interest rate and foreign currency exchange rate fluctuations to acceptable levels. We do not acquire market risk sensitive instruments for trading purposes.

We manage interest rate risk through the use of a combination of fixed-rate long-term debt, interest rate swaps that fix a portion of our variable-rate long-term debt, and variable-rate borrowings under our revolving credit facility. Translation exposures with regard to our Canadian operations are not hedged.

For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the change in fair value of the derivative instrument is reported as a component of “Other comprehensive income (loss)” and reclassified into earnings in the period during which the hedged transaction affects earnings. Changes in fair value of derivative instruments that do not qualify as effective hedging activities are reported as “Net effect of swaps” in the unaudited condensed consolidated statements of operations. Additionally, the “Other comprehensive income (loss)” related to interest rate swaps that become ineffective is amortized over the remaining life of the interest rate swap and reported as a component of “Net effect of swaps” in the unaudited condensed consolidated statements of operations.

As of March 26, 2017, on an adjusted basis after giving affect to the April 2017 debt refinancing and the impact of interest rate swap agreements, $1,450.0 million of our outstanding long-term debt represented fixed-rate debt and $250.0 million represented variable-rate debt. Assuming an average balance on our revolving credit borrowings of approximately $24.9 million, a hypothetical 100 bps increase in 30-day LIBOR on our variable-rate debt (not considering the impact of our interest rate swaps) would lead to an increase of approximately $7.4 million in annual cash interest costs.

Assuming a hypothetical 100 bps increase in 30-day LIBOR, the amount of net cash interest paid on our derivative portfolio would decrease by $5.0 million over the next twelve months.

A uniform 10% strengthening of the U.S. dollar relative to the Canadian dollar would result in a $3.0 million decrease in annual operating income.

ITEM 4. CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls and Procedures - 

The Partnership maintains a system of controls and procedures designed to ensure that information required to be disclosed by the Partnership in its reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission and that such information is accumulated and communicated to the Partnership’s management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of March 26, 2017, the Partnership's management, with the participation of the Partnership's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Partnership's disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Partnership's disclosure controls and procedures were effective as of March 26, 2017.

(b)Changes in Internal Control Over Financial Reporting -

There were no changes in the Partnership’s internal control over financial reporting that occurred during the fiscal quarter ended March 26, 2017 that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

30

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Not applicable.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2016.

31

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

Issuer Purchases of Equity Securities:

The following table presents information about repurchases of Cedar Fair, L.P. Depositary Units representing limited partner interests made by the Partnership during the first quarter of fiscal 2017:

Period	(a) Total Number of Units Purchased (1)	(b) Average Price Paid per Unit		(c) Total Number of Units Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs
January 1 - January 29	1,068	$	63.35	—	$	—
January 30 - February 26	—	—		—	—
February 27 - March 26	26,855	68.39		—	—
Total	27,923	$	68.20	—	$	—

(1) All of the units reported as purchased are attributable to units that were reacquired by the Partnership in satisfaction of tax obligations related to the vesting of restricted units which were granted under the Partnership's Omnibus Incentive Plan.

32

ITEM 6. EXHIBITS

Exhibit (4.1)	Indenture, dated as of April 13, 2017, by and among Cedar Fair, L.P., Canada’s Wonderland Company, Magnum Management Corporation, and Millennium Operations LLC, as issuers, the guarantors named therein, and The Bank of New York Mellon, as trustee. Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed April 13, 2017.
Exhibit (4.2)	Form of 5.375% Senior Note due 2027 (included in Exhibit 4.1). Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed April 13, 2017.
Exhibit (4.3)	Registration Rights Agreement, dated April 13, 2017, by and among Cedar Fair, L.P., Canada’s Wonderland Company, Magnum Management Corporation, and Millennium Operations LLC, as issuers, the guarantors named therein, and J.P. Morgan Securities LLC, on behalf of itself and as representative of the initial purchasers named therein. Incorporated herein by reference to Exhibit 4.3 to the Registrant’s Form 8-K filed April 13, 2017.
Exhibit (10.1)	Restatement Agreement, dated April 13, 2017, among Cedar Fair, L.P., Magnum Management Corporation, Canada’s Wonderland Company, and Millennium Operations LLC, as borrowers, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A. as administrative agent and collateral agent, and the other parties thereto. Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed April 13, 2017.
Exhibit (31.1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit (31.2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit (32)	Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit (101)	The following materials from the Partnership's Quarterly Report on Form 10-Q for the quarter ended March 26, 2017 formatted in Extensible Business Reporting Language (XBRL): (i) the Unaudited Condensed Consolidated Statements of Income, (ii) the Unaudited Condensed Consolidated Balance Sheets, (iii) the Unaudited Condensed Consolidated Statements of Cash Flow, (iv) the Unaudited Condensed Consolidated Statement of Equity, and (v) related notes.

33

SIGNATURES

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

		CEDAR FAIR, L.P.
		(Registrant)
		By Cedar Fair Management, Inc.
		General Partner
Date:	May 3, 2017	/s/ Matthew A. Ouimet
		Matthew A. Ouimet
		Chief Executive Officer
Date:	May 3, 2017	/s/ Brian C. Witherow
		Brian C. Witherow
		Executive Vice President and
		Chief Financial Officer

34

INDEX TO EXHIBITS

Exhibit (4.1)	Indenture, dated as of April 13, 2017, by and among Cedar Fair, L.P., Canada’s Wonderland Company, Magnum Management Corporation, and Millennium Operations LLC, as issuers, the guarantors named therein, and The Bank of New York Mellon, as trustee. Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed April 13, 2017.
Exhibit (4.2)	Form of 5.375% Senior Note due 2027 (included in Exhibit 4.1). Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed April 13, 2017.
Exhibit (4.3)	Registration Rights Agreement, dated April 13, 2017, by and among Cedar Fair, L.P., Canada’s Wonderland Company, Magnum Management Corporation, and Millennium Operations LLC, as issuers, the guarantors named therein, and J.P. Morgan Securities LLC, on behalf of itself and as representative of the initial purchasers named therein. Incorporated herein by reference to Exhibit 4.3 to the Registrant’s Form 8-K filed April 13, 2017.
Exhibit (10.1)	Restatement Agreement, dated April 13, 2017, among Cedar Fair, L.P., Magnum Management Corporation, Canada’s Wonderland Company, and Millennium Operations LLC, as borrowers, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A. as administrative agent and collateral agent, and the other parties thereto. Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed April 13, 2017.
Exhibit (31.1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit (31.2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit (32)	Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit (101)	The following materials from the Partnership's Quarterly Report on Form 10-Q for the quarter ended March 26, 2017 formatted in Extensible Business Reporting Language (XBRL): (i) the Unaudited Condensed Consolidated Statements of Income, (ii) the Unaudited Condensed Consolidated Balance Sheets, (iii) the Unaudited Condensed Consolidated Statements of Cash Flow, (iv) the Unaudited Condensed Consolidated Statement of Equity, and (v) related notes.

35

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Matthew A. Ouimet, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Cedar Fair, L.P.;

2) Based on my knowledge, this 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 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 15d-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:	May 3, 2017	/s/ Matthew A. Ouimet
		Matthew A. Ouimet
		Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Brian C. Witherow, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Cedar Fair, L.P.;

2) Based on my knowledge, this 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 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 15d-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:	May 3, 2017	/s/ Brian C. Witherow
		Brian C. Witherow
		Executive Vice President and Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

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

In connection with the Quarterly Report of Cedar Fair, L.P. (the “Partnership”) on Form 10-Q for the period ending March 26, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Partnership certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

May 3, 2017

/s/ Matthew A. Ouimet

Matthew A. Ouimet

Chief Executive Officer

/s/ Brian C. Witherow

Brian C. Witherow

Executive Vice President and

Chief Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 26, 2017	May 01, 2017
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 26, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q1
Entity Registrant Name	CEDAR FAIR L P
Entity Central Index Key	0000811532
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		56,235,646

XML

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 26, 2017	Dec. 31, 2016	Mar. 27, 2016
Current Assets:
Cash and cash equivalents	$ 34,242	$ 122,716	$ 64,551
Receivables	28,585	35,414	33,914
Inventories	39,318	26,276	38,455
Prepaid advertising	20,046	1,571	18,929
Other current assets	9,043	9,699	8,989
Total current assets	131,234	195,676	164,838
Property and Equipment:
Land	266,433	265,961	270,534
Land improvements	403,830	402,013	382,791
Buildings	664,936	663,982	650,581
Rides and equipment	1,649,934	1,643,770	1,575,003
Construction in progress	97,920	58,299	87,833
Total property and equipment, gross	3,083,053	3,034,025	2,966,742
Less accumulated depreciation	(1,494,405)	(1,494,805)	(1,396,588)
Total property and equipment, net	1,588,648	1,539,220	1,570,154
Goodwill	179,899	179,660	214,708
Other Intangibles, net	37,724	37,837	36,655
Other Assets	20,774	20,788	17,405
Total Assets	1,958,279	1,973,181	2,003,760
Current Liabilities:
Current maturities of long-term debt	4,350	2,775	4,050
Accounts payable	44,715	20,851	34,092
Deferred revenue	116,132	82,765	105,256
Accrued interest	11,013	9,986	11,360
Accrued taxes	8,536	58,958	10,563
Accrued salaries, wages and benefits	14,427	30,358	22,441
Self-insurance reserves	25,833	27,063	24,252
Distribution payable	0	0	46,314
Other accrued liabilities	11,619	9,927	7,196
Total current liabilities	236,625	242,683	265,524
Deferred Tax Liability	122,007	104,885	138,948
Derivative Liability	15,658	17,721	27,855
Other Liabilities	12,923	13,162	12,388
Long-Term Debt:
Revolving credit loans	85,000	0	65,000
Term debt	593,197	594,228	597,309
Notes	940,421	939,983	938,542
Total long-term debt	1,618,618	1,534,211	1,600,851
Partners’ Equity:
Special L.P. interests	5,290	5,290	5,290
General partner	(1)	0	0
Limited partners, 56,236, 56,201 and 56,069 units outstanding at March 26, 2017, December 31, 2016 and March 27, 2016, respectively	(57,116)	52,288	(43,361)
Accumulated other comprehensive income (loss)	4,275	2,941	(3,735)
Total partners' equity	(47,552)	60,519	(41,806)
Total Partners' Equity and Liabilities	$ 1,958,279	$ 1,973,181	$ 2,003,760

XML

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - shares shares in Thousands	Mar. 26, 2017	Dec. 31, 2016	Mar. 27, 2016
Statement of Financial Position [Abstract]
Limited partners, units outstanding (in shares)	56,236	56,201	56,069

XML

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 26, 2017	Mar. 27, 2016
Net revenues:
Admissions	$ 22,563	$ 28,660
Food, merchandise and games	18,208	21,767
Accommodations, extra-charge products and other	7,547	8,011
Total net revenues	48,318	58,438
Costs and expenses:
Cost of food, merchandise, and games revenues	5,480	6,237
Operating expenses	84,289	84,604
Selling, general and administrative	27,619	25,612
Depreciation and amortization	5,365	5,191
Loss on impairment / retirement of fixed assets, net	1,526	2,612
Total costs and expenses	124,279	124,256
Operating loss	(75,961)	(65,818)
Interest expense	18,914	19,787
Net effect of swaps	301	1,842
Gain on foreign currency	(2,671)	(19,561)
Interest income	(32)	(18)
Loss before taxes	(92,473)	(67,868)
Benefit for taxes	(27,719)	(19,382)
Net loss	(64,754)	(48,486)
Net loss allocated to general partner	(1)	0
Net loss allocated to limited partners	(64,753)	(48,486)
Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment	(660)	(4,395)
Unrealized gain (loss) on cash flow hedging derivatives	1,994	(2,631)
Other comprehensive income (loss), (net of tax)	1,334	(7,026)
Total comprehensive loss	$ (63,420)	$ (55,512)
Basic loss per limited partner unit:
Weighted average limited partner units outstanding (in shares)	56,008	55,877
Net income (loss) per limited partner unit (in dollars per share)	$ (1.16)	$ (0.87)
Diluted loss per limited partner unit:
Weighted average limited partner units outstanding (in shares)	56,008	55,877
Net income (loss) per limited partner unit (in dollars per share)	$ (1.16)	$ (0.87)

XML

Unaudited Condensed Consolidated Statement of Partners' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Limited Partners [Member]	General Partner [Member]	Special L.P. Interests [Member]	AOCI Attributable to Parent [Member]	Accumulated Translation Adjustment [Member]	Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax						$ (19,300)
Beginning balance, units (in shares) at Dec. 31, 2015		56,018
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Limited partnership unit options exercised (in shares)		7
Limited partnership unit forfeitures (in shares)		0
Issuance of limited partnership units as compensation (in shares)		44
Ending balance, units (in shares) at Mar. 27, 2016		56,069
Beginning balance, value at Dec. 31, 2015		$ 48,428	$ 0	$ 22,591
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ (48,486)	(48,486)
Partnership distribution declared ($0.855 and $0.825 per limited partnership unit)		(46,314)
Expense recognized for limited partnership unit options		5
Tax effect of units involved in treasury unit transactions	1,549	(1,549)
Issuance of limited partnership units as compensation		4,555
Net income (loss)			0
Partnership distribution declared			0
Period activity, net of tax $0 and $2,520	(4,395)					(4,395)
Period activity, net of tax ($371) and $464	(2,631)						$ (2,631)
Ending balance, value at Mar. 27, 2016	(41,806)	$ (43,361)	0	5,290	$ (3,735)	18,196	(21,931)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax						(15,950)
Beginning balance, units (in shares) at Dec. 31, 2016		56,201
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Limited partnership unit options exercised (in shares)		10
Limited partnership unit forfeitures (in shares)		(2)
Issuance of limited partnership units as compensation (in shares)		27
Ending balance, units (in shares) at Mar. 26, 2017		56,236
Beginning balance, value at Dec. 31, 2016	60,519	$ 52,288	0	18,891
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(64,754)	(64,753)
Partnership distribution declared ($0.855 and $0.825 per limited partnership unit)		(48,135)
Expense recognized for limited partnership unit options		0
Tax effect of units involved in treasury unit transactions	1,369	(1,369)
Issuance of limited partnership units as compensation		4,853
Net income (loss)			(1)
Partnership distribution declared			0
Period activity, net of tax $0 and $2,520	(660)					(660)
Period activity, net of tax ($371) and $464	1,994						1,994
Ending balance, value at Mar. 26, 2017	$ (47,552)	$ (57,116)	$ (1)	$ 5,290	$ 4,275	$ 18,231	$ (13,956)

XML

Unaudited Condensed Consolidated Statement of Partners' Equity (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 26, 2017	Mar. 27, 2016
Statement of Partners' Capital [Abstract]
Foreign currency translation adjustment, tax	$ 0	$ 2,520
Unrealized loss on cash flow hedging derivatives, tax	$ (371)	$ 464
Partnership distribution declared, amount per limited partnership unit (in dollars per share)	$ 0.855	$ 0.825

XML

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 26, 2017	Mar. 27, 2016
CASH FLOWS FOR OPERATING ACTIVITIES
Net loss	$ (64,754)	$ (48,486)
Adjustments to reconcile net loss to net cash for operating activities:
Depreciation and amortization	5,365	5,191
Non-cash foreign currency gain on debt	(2,010)	(19,812)
Other non-cash expenses	4,627	10,434
Net change in working capital	(33,738)	(19,917)
Net change in other assets/liabilities	16,526	5,657
Net cash for operating activities	(73,984)	(66,933)
CASH FLOWS FOR INVESTING ACTIVITIES
Capital expenditures	(48,455)	(52,221)
Payments to Acquire Intangible Assets	(10)	0
Net cash for investing activities	(48,465)	(52,221)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on revolving credit loans	85,000	65,000
Distributions paid to partners	(48,135)	0
Tax effect of units involved in treasury unit transactions	(1,369)	(1,549)
Payments Related to Tax Withholding for Share-based Compensation	(1,904)	(909)
Net cash from financing activities	33,592	62,542
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	383	1,606
CASH AND CASH EQUIVALENTS
Net decrease for the period	(88,474)	(55,006)
Balance, beginning of period	122,716	119,557
Balance, end of period	34,242	64,551
SUPPLEMENTAL INFORMATION
Cash payments for interest expense	17,978	18,123
Interest capitalized	1,047	788
Cash payments for income taxes, net of refunds	8,084	2,834
Capital expenditures in accounts payable	$ 11,898	$ 4,809

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Basis of Presentation

3 Months Ended

Mar. 26, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared from the financial records of Cedar Fair, L.P. (the Partnership) without audit and reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary to fairly present the results of the interim periods covered in this report. Due to the seasonal nature of the Partnership's amusement and water park operations, the results for any interim period may not be indicative of the results expected for the full fiscal year.

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Significant Accounting and Reporting Policies

3 Months Ended

Mar. 26, 2017

Accounting Policies [Abstract]

Significant Accounting and Reporting Policies

Significant Accounting and Reporting Policies:

The Partnership’s unaudited condensed consolidated financial statements for the periods ended March 26, 2017 and March 27, 2016 included in this Form 10-Q report have been prepared in accordance with the accounting policies described in the Notes to Consolidated Financial Statements for the year ended December 31, 2016, which were included in the Form 10-K filed on February 24, 2017. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the Commission). These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Form 10-K referred to above.

Adopted Accounting Pronouncements

In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). The amendments in ASU 2016-09 are meant to simplify the current accounting for share-based payment transactions, specifically the accounting for income taxes, award classification, cash flow presentation, and accounting for forfeitures. ASU 2016-09 is effective for annual and interim periods beginning after December 15, 2016. The Partnership adopted this guidance in the first quarter of 2017. The impact of the guidance included: (1) prospective recognition of excess tax benefits and tax deficiencies as income tax expense (as opposed to the previous recognition in additional paid-in-capital), approximately $0.7 million of excess tax benefits were recognized in benefit for taxes for the three months ended March 26, 2017; (2) prospective exclusion of future excess tax benefits and deficiencies in the calculation of diluted shares, which had no impact on the net loss per limited partner unit for the three months ending March 26, 2017; (3) prospective classification of excess tax benefits as an operating activity within the statement of cash flows (as opposed to the previous classification as a financing activity), approximately $0.7 million of excess tax benefits were classified as an operating activity for the three months ended March 26, 2017; (4) the formal accounting policy election to recognize forfeitures as they occur (as opposed to estimating a forfeiture accrual), which did not have a material impact on the Partnership's financial statements; (5) retrospective classification of employee taxes paid when an employer withholds shares for tax withholding purposes as a financing activity within the statement of cash flows (as opposed to the previous classification as an operating activity), approximately $0.9 million was reclassified for the three months ended March 27, 2016.

New 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. ASU 2014-09 is effective for annual and interim periods beginning after December 15, 2017 and will replace most existing revenue recognition guidance under U.S. GAAP when it becomes effective. It permits the use of either a retrospective or cumulative effect transition method, and early adoption is not permitted. The Partnership currently expects to adopt this standard in the first quarter of 2018. The Partnership anticipates the primary impact of the adoption on the consolidated financial statements will be the additional required disclosures around revenue recognition in the notes to the consolidated financial statements. The Partnership does not anticipate adoption of the standard to have a material effect on the consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases ("ASU 2016-02"). The amendments in ASU 2016-02 provide that most leases will now be recorded on the balance sheet. ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018 and will replace most existing lease guidance under U.S. GAAP when it becomes effective. This ASU requires a modified transition method for existing leases and applies to the earliest period presented in the financial statements. The Partnership is in the process of evaluating the effect this standard will have on the consolidated financial statements and related disclosures.

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). The amendments in ASU 2017-04 eliminates step two from the goodwill impairment test. Instead, an entity should recognize an impairment charge for the amount by which a reporting unit's carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effective for annual and any interim impairment tests for periods beginning after December 15, 2019 on a prospective basis. Early adoption is permitted for annual and any interim impairment tests occurring after January 1, 2017. The Partnership expects to adopt the standard for its 2017 annual impairment test and does not anticipate the adoption of the standard to have a material effect on the consolidated financial statements.

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Interim Reporting

3 Months Ended

Mar. 26, 2017

Quarterly Financial Information Disclosure [Abstract]

Interim Reporting

Interim Reporting:

The Partnership owns and operates eleven amusement parks, two separately gated outdoor water parks, one indoor water park and five hotels. The Partnership's seasonal amusement parks are generally open during weekends beginning in April or May, and then daily from Memorial Day until Labor Day, after which they are open during weekends in September and, in most cases, October. The two separately gated outdoor water parks also operate seasonally, generally from Memorial Day to Labor Day, plus some additional weekends before and after this period. As a result, a substantial portion of the Partnership’s revenues from these parks are generated during an approximate 130- to 140-day operating season with the major portion concentrated in the third quarter during the peak vacation months of July and August. In 2017, four of the seasonal properties will extend their operating seasons approximately 20 to 25 days to include WinterFest, a holiday event operating during November and December. Knott's Berry Farm continues to be open daily on a year-round basis. Castaway Bay is generally open daily from Memorial Day to Labor Day with an additional limited daily schedule for the balance of the year.

To assure that these highly seasonal operations will not result in misleading comparisons of current and subsequent interim periods, the Partnership has adopted the following accounting and reporting procedures for its seasonal parks: (a) revenues on multi-use products are recognized over the estimated number of uses expected for each type of product and are adjusted periodically during the operating season prior to the ticket or product expiration, which occurs no later than the close of the operating season or December 31 each year, (b) depreciation, advertising and certain seasonal operating costs are expensed over each park’s operating season, including some costs incurred prior to the season, which are deferred and amortized over the season, and (c) all other costs are expensed as incurred or ratably over the entire year. Revenues on multi-use products for the next operating season are deferred in the year received and recognized as revenue in the following operating season.

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Long-Lived Assets

3 Months Ended

Mar. 26, 2017

Property, Plant and Equipment [Abstract]

Long-Lived Assets

Long-Lived Assets:

Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable. In order to determine if an asset has been impaired, assets are grouped and tested at the lowest level for which identifiable, independent cash flows are available. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in expected future cash flows; a sustained, significant decline in equity price and market capitalization; a significant adverse change in legal factors or in the business climate; unanticipated competition; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on the Partnership's consolidated financial statements.

The long-lived operating asset impairment test involves a two-step process. The first step is a comparison of each asset group's carrying value to its estimated undiscounted future cash flows expected to result from the use of the assets, including disposition. Projected future cash flows reflect management's best estimates of economic and market conditions over the projected period, including growth rates in revenues and costs, estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates. If the carrying value of the asset group is higher than its undiscounted future cash flows, there is an indication that impairment exists and the second step must be performed to measure the amount of impairment loss. The amount of impairment is determined by comparing the fair value of the asset group to its carrying value in a manner consistent with the highest and best use of those assets. The Partnership estimates fair value of operating assets using an income (discounted cash flows) approach, which uses an asset group's projection of estimated operating results and cash flows that is discounted using a weighted-average cost of capital reflective of current market conditions. If the fair value of the assets is less than their carrying value, an impairment charge is recorded for the difference.

Non-operating assets are evaluated for impairment based on changes in market conditions. When changes in market conditions are observed, impairment is estimated using a market-based approach. If the estimated fair value of the non-operating assets is less than their carrying value, an impairment charge is recorded for the difference.

During the third quarter of 2016, the Partnership ceased operations of one of its separately gated outdoor water parks, Wildwater Kingdom, located near Cleveland in Aurora, Ohio. At the date that Wildwater Kingdom ceased operations, the only remaining long-lived asset was the approximate 670 acres of land owned by the Partnership. This land has an associated carrying value of $17.1 million. The Partnership assessed the remaining asset and concluded there was no impairment during the third quarter of 2016. The associated acreage is classified as assets held-for-sale within "Other Assets" in the unaudited condensed consolidated balance sheet.

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Goodwill and Other Intangible Assets

3 Months Ended

Mar. 26, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets:

Goodwill and other indefinite-lived intangible assets, including trade-names, are reviewed for impairment annually, or more frequently if indicators of impairment exist. As of March 26, 2017, there were no indicators of impairment. The Partnership's annual testing date is the first day of the fourth quarter. There were no impairments for any period presented.

A summary of changes in the Partnership’s carrying value of goodwill for the three months ended March 26, 2017 and March 27, 2016 is as follows:

(In thousands)	Goodwill (gross)		Accumulated Impairment Losses			Goodwill (net)
Balance at December 31, 2016	$	259,528	$	(79,868	)	$	179,660
Foreign currency translation	239		—			239
Balance at March 26, 2017	$	259,767	$	(79,868	)	$	179,899
Balance at December 31, 2015	$	290,679	$	(79,868	)	$	210,811
Foreign currency translation	3,897		—			3,897
Balance at March 27, 2016	$	294,576	$	(79,868	)	$	214,708

During the fourth quarter of 2016, management reassessed its accounting for the deferred income tax effects related to its Canadian disregarded entity temporary differences that were recorded in purchase accounting at the time of the acquisition. As a result, to appropriately reflect these tax effects, the Partnership recorded an adjustment that reduced goodwill and deferred tax liabilities by $33.9 million as of December 31, 2016. The adjustment did not impact the statements of operations and comprehensive income or cash flows for any period presented.

As of March 26, 2017, December 31, 2016, and March 27, 2016, the Partnership’s other intangible assets consisted of the following:

(In thousands)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
March 26, 2017
Other intangible assets:
Trade names	$	35,656	$	—		$	35,656
License / franchise agreements	3,301		(1,233		)	2,068
Total other intangible assets	$	38,957	$	(1,233	)	$	37,724
December 31, 2016
Other intangible assets:
Trade names	$	35,603	$	—		$	35,603
License / franchise agreements	3,326		(1,092		)	2,234
Total other intangible assets	$	38,929	$	(1,092	)	$	37,837
March 27, 2016
Other intangible assets:
Trade names	$	35,760	$	—		$	35,760
License / franchise agreements	1,444		(549		)	895
Total other intangible assets	$	37,204	$	(549	)	$	36,655

Amortization expense of other intangible assets is expected to continue to be immaterial going forward.

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Long-Term Debt

3 Months Ended

Mar. 26, 2017

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt:

Long-term debt as of March 26, 2017, December 31, 2016, and March 27, 2016 consisted of the following:

(In thousands)	March 26, 2017			December 31, 2016			March 27, 2016
Revolving credit facility (due 2018)	$	85,000		$	—		$	65,000
Term debt (1)
March 2013 U.S. term loan averaging 3.25% (due 2013-2020)	602,850			602,850			608,850
Notes
June 2014 U.S. fixed rate notes at 5.375% (due 2024)	450,000			450,000			450,000
March 2013 U.S. fixed rate notes at 5.25% (due 2021)	500,000			500,000			500,000
	1,637,850			1,552,850			1,623,850
Less current portion	(4,350		)	(2,775		)	(4,050		)
	1,633,500			1,550,075			1,619,800
Less debt issuance costs	(14,882		)	(15,864		)	(18,949		)
	$	1,618,618		$	1,534,211		$	1,600,851

(1) The average interest rate does not reflect the effect of interest rate swap agreements (see Note 6).

In June 2014, the Partnership issued $450 million of 5.375% senior unsecured notes ("June 2014 notes"), maturing in 2024. The net proceeds from the offering of the June 2014 notes were used to redeem in full all of the Partnership’s $405 million of 9.125% July 2010 senior unsecured notes that were scheduled to mature in 2018 (and which included $5.6 million of Original Issue Discount ("OID") to yield 9.375%), to satisfy and discharge the indenture governing the notes that were redeemed and for general corporate purposes.

The Partnership's June 2014 notes pay interest semi-annually in June and December, with the principal due in full on June 1, 2024. Prior to June 1, 2017, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 105.375% together with accrued and unpaid interest. The notes may be redeemed, in whole or in part, at any time prior to June 1, 2019 at a price equal to 100% of the principal amount of the notes redeemed plus a “make-whole” premium together with accrued and unpaid interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

In March 2013, the Partnership issued $500 million of 5.25% senior unsecured notes ("March 2013 notes"), maturing in 2021. The Partnership's March 2013 notes paid interest semi-annually in March and September, with the principal due in full on March 15, 2021. The notes were redeemed in whole prior to March 15, 2018 at a price equal to 102.625% of the principal amount of the notes redeemed, together with accrued and unpaid interest to the redemption date.

Concurrently with this offering, the Partnership entered into an $885 million credit agreement (the "2013 Credit Agreement"), which included a $630 million senior secured term loan facility and a $255 million senior secured revolving credit facility. The terms of the senior secured term loan facility included a maturity date of March 6, 2020 and an interest rate of London InterBank Offering Rate ("LIBOR") plus 250 basis points (bps) with a LIBOR floor of 75 bps. The term loan amortized at $6.3 million annually. The net proceeds from the March 2013 notes and borrowings under the 2013 Credit Agreement were used to repay in full all amounts outstanding under the previous credit facilities. The facilities provided under the 2013 Credit Agreement were collateralized by substantially all of the assets of the Partnership.

Terms of the 2013 Credit Agreement included a revolving credit facility of a combined $255 million. Under the 2013 Credit Agreement, the Canadian portion of the revolving credit facility had a sub-limit of $15 million. U.S. denominated and Canadian denominated loans made under the revolving credit facility bear interest at a rate of LIBOR plus 225 bps (with no LIBOR floor). The revolving credit facility was scheduled to mature in March 2018 and also provided for the issuance of documentary and standby letters of credit. The 2013 Credit Agreement required the Partnership to pay a commitment fee of 38 bps per annum on the unused portion of the credit facilities.

The 2013 Credit Agreement included two Financial Condition Covenants, which if breached for any reason and not cured, could result in an event of default. At the end of the first quarter of 2017, the first of these, the Consolidated Leverage Ratio, was set at a maximum of 5.50x consolidated total debt (excluding the revolving debt)-to-consolidated EBITDA. The second of these required ratios, the Consolidated Fixed Charge Coverage Ratio, was set at a minimum of 1.1x (consolidated total fixed charges-to-consolidated EBITDA). As of March 26, 2017, the Partnership was in compliance with these Financial Condition Covenants and all other covenants under the 2013 Credit Agreement.

The Partnership was allowed to make Restricted Payments, as defined in the 2013 Credit Agreement, of up to $60 million annually, so long as no default or event of default has occurred and is continuing and so long as the Partnership would be in compliance with certain financial ratios after giving effect to the payments. Additional Restricted Payments were allowed to be made based on an Excess-Cash-Flow formula should the Partnership’s pro-forma Consolidated Leverage Ratio be less than or equal to 5.00x. Pursuant to the terms of the indentures governing the Partnership's June 2014 and March 2013 notes, the Partnership could make Restricted Payments of $60 million annually so long as no default or event of default has occurred and is continuing; and the Partnership's ability to make additional Restricted Payments was permitted should the Partnership's pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio be less than or equal to 5.00x.

As market conditions warrant, the Partnership may from time to time repurchase debt securities issued by the Partnership, in privately negotiated or open market transactions, by tender offer, exchange offer or otherwise.

On April 13, 2017, the Partnership finalized the issuance of $500 million aggregate principal amount of 5.375% senior unsecured notes due 2027, in a private placement. Concurrently with this offering, the Partnership amended its existing 2013 Credit Agreement. The amended credit agreement includes a $750 million senior secured term loan facility and a $275 million senior secured revolving credit facility. Refer to Note 13 of the unaudited condensed consolidated financial statements for additional detail.

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Derivative Financial Instruments

3 Months Ended

Mar. 26, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

Derivative Financial Instruments:

Derivative financial instruments are used within the Partnership’s overall risk management program to manage certain interest rate and foreign currency risks. By utilizing a derivative instrument to hedge our exposure to LIBOR rate changes, the Partnership is exposed to counterparty credit risk, in particular the failure of the counterparty to perform under the terms of the derivative contract. To mitigate this risk, hedging instruments are placed with a counterparty that the Partnership believes poses minimal credit risk. The Partnership does not use derivative financial instruments for trading purposes.

In the first quarter of 2016, the Partnership amended each of its four interest rate swap agreements to extend each of the maturities by two years to December 31, 2020 and effectively convert $500 million of variable-rate debt to a rate of 2.64%. As a result of the amendments, the previously existing interest rate swap agreements were de-designated, and the amounts recorded in AOCI are being amortized into earnings through the original December 31, 2018 maturity. The amended interest rate swap agreements are not designated as hedging instruments. There were no other changes to the terms of the agreements beyond those disclosed.

The fair market value of the Partnership's swap portfolio was recorded within "Derivative Liability" on the unaudited condensed consolidated balance sheets as of March 26, 2017, December 31, 2016, and March 27, 2016 as follows:

(In thousands)	March 26, 2017			December 31, 2016			March 27, 2016
Derivatives not designated as hedging instruments:
Interest rate swaps	$	(15,658	)	$	(17,721	)	$	(27,855	)

Derivatives Designated as Hedging Instruments

Changes in fair value of highly effective hedges are recorded as a component of AOCI in the balance sheet. Any ineffectiveness is recognized immediately in income. Amounts recorded as a component of accumulated other comprehensive income are reclassified into earnings in the same period the forecasted transactions affect earnings. As a result of the first quarter of 2016 amendments, the previously existing interest rate swap agreements were de-designated and the amended interest rate swap agreements are not designated as hedging instruments. As of March 26, 2017, we have no designated derivatives; therefore, no amount of designated derivatives are forecasted to be reclassified into earnings in the next twelve months.

Derivatives Not Designated as Hedging Instruments

Instruments that do not qualify for hedge accounting or were de-designated are prospectively adjusted to fair value each reporting period through "Net effect of swaps" in the unaudited condensed consolidated statements of operations and comprehensive income. The amounts that were previously recorded as a component of AOCI prior to the de-designation are reclassified to earnings, and a corresponding realized gain or loss will be recognized when the forecasted cash flow occurs. As a result of the first quarter 2016 amendments, the previously existing interest rate swap agreements were de-designated, and the amounts previously recorded in AOCI are being amortized into earnings through the original December 31, 2018 maturity. As of March 26, 2017, approximately $16.6 million of losses remain in AOCI related to the effective cash flow hedge contracts prior to de-designation, $9.5 million of which will be reclassified to earnings within the next twelve months.

The following table summarizes the effect of derivative instruments on income and other comprehensive income for the three-month periods ended March 26, 2017 and March 27, 2016:

(In thousands)	Amount of Gain (Loss) recognized in OCI on Derivatives (Effective Portion)					Amount and Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)						Amount and Location of Gain (Loss) Recognized in Income on Derivatives
Designated Derivatives	Three months ended 3/26/2017		Three months ended 3/27/2016			Designated Derivatives	Three months ended 3/26/2017		Three months ended 3/27/2016			Derivatives Not Designated	Three months ended 3/26/2017		Three months ended 3/27/2016
Interest rate swaps	$	—	$	(4,671	)	Interest Expense	$	—	$	(851	)	Net effect of swaps	$	2,063	$	(265	)

During the quarter ended March 26, 2017, the Partnership recognized $2.1 million of gains on the derivatives not designated as cash flow hedges and $2.4 million of expense representing the regular amortization of amounts in AOCI. The effect of these amounts resulted in a charge to earnings of $0.3 million recorded in “Net effect of swaps.”

During the quarter ended March 27, 2016, the Partnership recognized $0.3 million of losses on the derivatives not designated as cash flow hedges and $1.6 million of expense representing the amortization of amounts in AOCI. The effect of these amounts resulted in a charge to earnings of $1.8 million recorded in “Net effect of swaps.”

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Fair Value Measurements

3 Months Ended

Mar. 26, 2017

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements:

The FASB's Accounting Standards Codification (ASC) 820 "Fair Value Measurements" emphasizes that fair value is a market-based measurement that should be determined based on assumptions (inputs) that market participants would use in pricing an asset or liability. Inputs may be observable or unobservable, and valuation techniques used to measure fair value should maximize the use of relevant observable inputs and minimize the use of unobservable inputs. Accordingly, FASB ASC 820 establishes a hierarchal disclosure framework that ranks the quality and reliability of information used to determine fair values. The hierarchy is associated with the level of pricing observability utilized in measuring fair value and defines three levels of inputs to the fair value measurement process. Quoted prices are the most reliable valuation inputs, whereas model values that include inputs based on unobservable data are the least reliable. Each fair value measurement must be assigned to a level corresponding to the lowest level input that is significant to the fair value measurement in its entirety.

The three broad levels of inputs defined by the fair value hierarchy are as follows:

• Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

• Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

• Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The table below presents the balances of assets and liabilities measured at fair value as of March 26, 2017, December 31, 2016, and March 27, 2016 on a recurring basis as well as the fair values of other financial instruments:

(In thousands)	Unaudited Condensed  Consolidated Balance Sheet Location	Fair Value Hierarchy Level	March 26, 2017						December 31, 2016						March 27, 2016
			Carrying Value			Fair  Value			Carrying Value			Fair  Value			Carrying Value			Fair  Value
Financial assets (liabilities) measured on a recurring basis:
Interest rate swap agreements not designated as cash flow hedges	Derivative Liability	Level 2	$	(15,658	)	$	(15,658	)	$	(17,721	)	$	(17,721	)	$	(27,855	)	$	(27,855	)
Other financial assets (liabilities):
Term debt	Long-Term Debt (1)	Level 2	$	(598,500	)	$	(601,493	)	$	(600,075	)	$	(603,075	)	$	(604,800	)	$	(604,800	)
March 2013 notes	Long-Term Debt (1)	Level 1	$	(500,000	)	$	(513,125	)	$	(500,000	)	$	(510,000	)	$	(500,000	)	$	(518,750	)
June 2014 notes	Long-Term Debt (1)	Level 1	$	(450,000	)	$	(462,375	)	$	(450,000	)	$	(462,375	)	$	(450,000	)	$	(464,625	)

(1) Carrying values of long-term debt balances are before reductions for debt issuance costs of $14.9 million, $15.9 million, and $18.9 million as of March 26, 2017, December 31, 2016, and March 27, 2016, respectively.

Fair values of the interest rate swap agreements are determined using significant inputs, including the LIBOR forward curves, which are considered Level 2 observable market inputs.

The carrying value of cash and cash equivalents, revolving credit loans, accounts receivable, current portion of term debt, accounts payable, and accrued liabilities approximates fair value because of the short maturity of these instruments. There were no assets measured at fair value on a non-recurring basis as of March 26, 2017, December 31, 2016, or March 27, 2016.

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Earnings per Unit

3 Months Ended

Mar. 26, 2017

Earnings Per Unit [Abstract]

Earnings Per Unit

Earnings per Unit:

Net loss per limited partner unit is calculated based on the following unit amounts:

	Three months ended
	3/26/2017			3/27/2016
	(In thousands, except per unit amounts)
Basic weighted average units outstanding	56,008			55,877
Diluted weighted average units outstanding	56,008			55,877
Net loss per unit - basic	$	(1.16	)	$	(0.87	)
Net loss per unit - diluted	$	(1.16	)	$	(0.87	)

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Income and Partnership Taxes

3 Months Ended

Mar. 26, 2017

Income Tax Disclosure [Abstract]

Income and Partnership Taxes

Income and Partnership Taxes:

Under the applicable accounting rules, income taxes are recognized for the amount of taxes payable by the Partnership’s corporate subsidiaries for the current year and for the impact of deferred tax assets and liabilities, which represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes. The income tax provision (benefit) for interim periods is determined by applying an estimated annual effective tax rate to the quarterly income (loss) of the Partnership’s corporate subsidiaries. In addition to income taxes on its corporate subsidiaries, the Partnership is subject to a publicly traded partnership tax (PTP tax) on partnership-level gross income (net revenues less cost of food, merchandise and games). As such, the Partnership’s total provision (benefit) for taxes includes amounts for both the PTP tax and for income taxes on its corporate subsidiaries.

As of the first quarter of 2017, the Partnership has recorded $0.9 million of unrecognized tax benefits including interest and/or penalties related to state and local tax filing positions. The Partnership recognizes interest and/or penalties related to unrecognized tax benefits in the income tax provision. The Partnership does not anticipate that the balance of the unrecognized tax benefit will change significantly over the next 12 months.

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Changes in Accumulated Other Comprehensive Income by Component

3 Months Ended

Mar. 26, 2017

Equity [Abstract]

Changes in Accumulated Other Comprehensive Income by Component

Changes in Accumulated Other Comprehensive Income by Component:

The following tables reflect the changes in accumulated other comprehensive income related to limited partners' equity for the three-month periods ended March 26, 2017 and March 27, 2016:

Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)	Gains and Losses on Cash Flow Hedges			Foreign Currency Translation			Total
Balance at December 31, 2016	$	(15,950	)	$	18,891		$	2,941
Other comprehensive income before reclassifications	—			(660		)	(660		)
Amounts reclassified from accumulated other comprehensive income, net of tax ($371) (2)	1,994			—			1,994
Net other comprehensive income	1,994			(660		)	1,334
Balance at March 26, 2017	$	(13,956	)	$	18,231		$	4,275

(1) All amounts are net of tax. Amounts in parentheses indicate debits.

(2) See Reclassifications Out of Accumulated Other Comprehensive Income table below for reclassification details.

Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)	Gains and Losses on Cash Flow Hedges			Foreign Currency Translation			Total
Balance at December 31, 2015	$	(19,300	)	$	22,591		$	3,291
Other comprehensive income before reclassifications, net of tax $711 and $2,520, respectively	(3,960		)	(4,395		)	(8,355		)
Amounts reclassified from accumulated other comprehensive income, net of tax ($247) (2)	1,329			—			1,329
Net other comprehensive income	(2,631		)	(4,395		)	(7,026		)
Balance at March 27, 2016	$	(21,931	)	$	18,196		$	(3,735	)

(1) All amounts are net of tax. Amounts in parentheses indicate debits.

(2) See Reclassifications Out of Accumulated Other Comprehensive Income table below for reclassification details.

Reclassifications Out of Accumulated Other Comprehensive Income (1)
Details about Accumulated Other Comprehensive Income Components	Amount Reclassified from Accumulated Other Comprehensive Income						Affected Line Item in the Statement Where Net Income is Presented
(In thousands)	Three months ended 3/26/2017			Three months ended 3/27/2016
Interest rate contracts	$	2,365		$	1,576		Net effect of swaps
Provision for taxes	(371		)	(247		)	Benefit for taxes
Gains and losses on cash flow hedges	$	1,994		$	1,329		Net of tax

(1) Amounts in parentheses indicate gains.

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Contingencies

3 Months Ended

Mar. 26, 2017

Commitments and Contingencies Disclosure [Abstract]

Contingencies

Contingencies:

The Partnership is a party to a number of lawsuits arising in the normal course of business. In the opinion of management, none of these matters are expected to have a material effect in the aggregate on the Partnership's financial statements.

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Consolidating Financial Information of Guarantors and Issuers

3 Months Ended

Mar. 26, 2017

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Consolidating Financial Information of Guarantors and Issuers

Consolidating Financial Information of Guarantors and Issuers:

Cedar Fair, L.P., Canada's Wonderland Company ("Cedar Canada"), and Magnum Management Corporation ("Magnum") are the co-issuers of the Partnership's June 2014 and March 2013 notes (see Note 5). The notes have been fully and unconditionally guaranteed, on a joint and several basis, by each 100% owned subsidiary of Cedar Fair (other than Cedar Canada and Magnum) that guarantees the Partnership's senior secured credit facilities. There are no non-guarantor subsidiaries.

The following consolidating schedules present condensed financial information for Cedar Fair, L.P., Cedar Canada, and Magnum, the co-issuers, and each 100% owned subsidiary of Cedar Fair (other than Cedar Canada and Magnum), the guarantors (on a combined basis), as of March 26, 2017, December 31, 2016, and March 27, 2016 and for the three-month periods ended March 26, 2017 and March 27, 2016. In lieu of providing separate unaudited financial statements for the guarantor subsidiaries, the Partnership has included the accompanying unaudited condensed consolidating financial statements.

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

March 26, 2017

(In thousands)

	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	—		$	—	$	29,590	$	4,652	$	—		$	34,242
Receivables	—			1,552		61,894		541,622		(576,483		)	28,585
Inventories	—			—		2,008		37,310		—			39,318
Other current assets	74			907		3,419		26,350		(1,661		)	29,089
	74			2,459		96,911		609,934		(578,144		)	131,234
Property and Equipment, net	—			835		176,952		1,410,861		—			1,588,648
Investment in Park	711,257			852,264		195,731		294,228		(2,053,480		)	—
Goodwill	674			—		59,620		119,605		—			179,899
Other Intangibles, net	—			—		13,306		24,418		—			37,724
Deferred Tax Asset	—			16,616		—		—		(16,616		)	—
Other Assets	—			2,000		109		18,665		—			20,774
	$	712,005		$	874,174	$	542,629	$	2,477,711	$	(2,648,240	)	$	1,958,279
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—		$	897	$	100	$	3,353	$	—		$	4,350
Accounts payable	453,329			125,934		2,081		39,854		(576,483		)	44,715
Deferred revenue	—			—		7,373		108,759		—			116,132
Accrued interest	864			589		7,729		1,831		—			11,013
Accrued taxes	1,084			—		—		9,113		(1,661		)	8,536
Accrued salaries, wages and benefits	—			13,792		635		—		—			14,427
Self-insurance reserves	—			11,397		1,484		12,952		—			25,833
Other accrued liabilities	2,644			3,907		164		4,904		—			11,619
	457,921			156,516		19,566		180,766		(578,144		)	236,625
Deferred Tax Liability	—			—		13,273		125,350		(16,616		)	122,007
Derivative Liability	9,395			6,263		—		—		—			15,658
Other Liabilities	—			1,125		—		11,798		—			12,923
Long-Term Debt:
Revolving credit loans	—			—		—		85,000		—			85,000
Term debt	—			123,347		13,576		456,274		—			593,197
Notes	292,241			203,256		444,924		—		—			940,421
	292,241			326,603		458,500		541,274		—			1,618,618
Equity	(47,552		)	383,667		51,290		1,618,523		(2,053,480		)	(47,552		)
	$	712,005		$	874,174	$	542,629	$	2,477,711	$	(2,648,240	)	$	1,958,279

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2016

(In thousands)

	Cedar Fair L.P. (Parent)		Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	—	$	65,563	$	58,178	$	(1,025	)	$	122,716
Receivables	—		1,409		28,019		576,975		(570,989		)	35,414
Inventories	—		—		1,371		24,905		—			26,276
Other current assets	173		796		2,229		9,833		(1,761		)	11,270
	173		2,205		97,182		669,891		(573,775		)	195,676
Property and Equipment, net	—		844		175,358		1,363,018		—			1,539,220
Investment in Park	798,076		937,626		200,075		324,282		(2,260,059		)	—
Goodwill	674		—		59,381		119,605		—			179,660
Other Intangibles, net	—		—		13,255		24,582		—			37,837
Deferred Tax Asset	—		33,303		—		—		(33,303		)	—
Other Assets	—		2,000		108		18,680		—			20,788
	$	798,923	$	975,978	$	545,359	$	2,520,058	$	(2,867,137	)	$	1,973,181
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—	$	572	$	64	$	2,139	$	—		2,775
Accounts payable	428,396		145,258		740		18,471		(572,014		)	20,851
Deferred revenue	—		—		5,601		77,164		—			82,765
Accrued interest	4,613		3,207		2,057		109		—			9,986
Accrued taxes	405		18,653		—		41,661		(1,761		)	58,958
Accrued salaries, wages and benefits	—		29,227		1,131		—		—			30,358
Self-insurance reserves	—		12,490		1,321		13,252					27,063
Other accrued liabilities	2,282		3,018		193		4,434		—			9,927
	435,696		212,425		11,107		157,230		(573,775		)	242,683
Deferred Tax Liability	—		—		12,838		125,350		(33,303		)	104,885
Derivative Liability	10,633		7,088		—		—		—			17,721
Other Liabilities	—		1,236		—		11,926		—			13,162
Long-Term Debt:
Term debt	—		123,672		13,598		456,958		—			594,228
Notes	292,075		203,140		444,768		—		—			939,983
	292,075		326,812		458,366		456,958		—			1,534,211
Equity	60,519		428,417		63,048		1,768,594		(2,260,059		)	60,519
	$	798,923	$	975,978	$	545,359	$	2,520,058	$	(2,867,137	)	$	1,973,181

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

March 27, 2016

(In thousands)

	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	—		$	—	$	38,251	$	28,203	$	(1,903	)	$	64,551
Receivables	18			2,192		20,709		488,005		(477,010		)	33,914
Inventories	—			131		1,920		36,404		—			38,455
Other current assets	77			26,642		2,097		25,153		(26,051		)	27,918
	95			28,965		62,977		577,765		(504,964		)	164,838
Property and Equipment, net	—			5,584		186,379		1,378,191		—			1,570,154
Investment in Park	699,382			904,557		176,055		24,194		(1,804,188		)	—
Goodwill	674			—		94,428		119,606		—			214,708
Other Intangibles, net	—			—		13,384		23,271		—			36,655
Deferred Tax Asset	—			2,920		—		—		(2,920		)	—
Other Assets	—			14,413		219		2,773		—			17,405
	$	700,151		$	956,439	$	533,442	$	2,125,800	$	(2,312,072	)	$	2,003,760
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—		$	1,649	$	93	$	2,308	$	—		$	4,050
Accounts payable	317,035			161,288		1,839		32,189		(478,259		)	34,092
Deferred revenue	—			139		6,313		98,804		—			105,256
Accrued interest	1,290			1,303		7,853		914		—			11,360
Accrued taxes	1,935			—		1,810		32,869		(26,051		)	10,563
Accrued salaries, wages and benefits	—			21,805		636		—		—			22,441
Self-insurance reserves	—			11,417		1,426		11,409		—			24,252
Distribution payable	46,968			—		—		—		(654		)	46,314
Other accrued liabilities	1,438			1,125		190		4,443		—			7,196
	368,666			198,726		20,160		182,936		(504,964		)	265,524
Deferred Tax Liability	—			—		20,003		121,865		(2,920		)	138,948
Derivative Liability	16,713			11,142		—		—		—			27,855
Other Liabilities	—			1,232		—		11,156		—			12,388
Long-Term Debt:
Revolving credit loans	65,000			—		—		—		—			65,000
Term debt	—			243,628		13,660		340,021		—			597,309
Notes	291,578			202,794		444,170		—		—			938,542
	356,578			446,422		457,830		340,021		—			1,600,851
Equity	(41,806		)	298,917		35,449		1,469,822		(1,804,188		)	(41,806		)
	$	700,151		$	956,439	$	533,442	$	2,125,800	$	(2,312,072	)	$	2,003,760

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the Three Months Ended March 26, 2017

(In thousands)

	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total
Net revenues	$	(6,138	)	$	(291	)	$	353		$	45,296		$	9,098		$	48,318
Costs and expenses:
Cost of food, merchandise, and games revenues	—			—			—			5,480			—			5,480
Operating expenses	—			40,592			5,304			29,295			9,098			84,289
Selling, general and administrative	894			14,495			746			11,484			—			27,619
Depreciation and amortization	—			8			2			5,355			—			5,365
Loss on impairment / retirement of fixed assets, net	—			—			445			1,081			—			1,526
	894			55,095			6,497			52,695			9,098			124,279
Operating loss	(7,032		)	(55,386		)	(6,144		)	(7,399		)	—			(75,961		)
Interest expense (income), net	8,169			5,308			5,905			(500		)	—			18,882
Net effect of swaps	150			151			—			—			—			301
Gain on foreign currency	—			—			(2,671		)	—			—			(2,671		)
Other (income) expense	62			(15,264		)	657			14,545			—			—
Income from investment in affiliates	48,666			20,604			4,344			11,097			(84,711		)	—
Loss before taxes	(64,079		)	(66,185		)	(14,379		)	(32,541		)	84,711			(92,473		)
Provision (benefit) for taxes	675			(17,519		)	(3,276		)	(7,599		)	—			(27,719		)
Net loss	$	(64,754	)	$	(48,666	)	$	(11,103	)	$	(24,942	)	$	84,711		$	(64,754	)
Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment	(660		)	—			(660		)	—			660			(660		)
Unrealized gain on cash flow hedging derivatives	1,994			605			—			—			(605		)	1,994
Other comprehensive income (loss), (net of tax)	1,334			605			(660		)	—			55			1,334
Total comprehensive loss	$	(63,420	)	$	(48,061	)	$	(11,763	)	$	(24,942	)	$	84,766		$	(63,420	)

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the Three Months Ended March 27, 2016

(In thousands)

	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total
Net revenues	$	(2,500	)	$	7,841		$	119		$	58,317		$	(5,339	)	$	58,438
Costs and expenses:
Cost of food, merchandise, and games revenues	—			—			(2		)	6,239			—			6,237
Operating expenses	10			39,978			5,277			44,678			(5,339		)	84,604
Selling, general and administrative	894			13,186			763			10,769			—			25,612
Depreciation and amortization	—			9			—			5,182			—			5,191
Loss on impairment / retirement of fixed assets, net	—			—			21			2,591			—			2,612
	904			53,173			6,059			69,459			(5,339		)	124,256
Operating loss	(3,404		)	(45,332		)	(5,940		)	(11,142		)	—			(65,818		)
Interest expense (income), net	8,038			6,445			6,036			(750		)	—			19,769
Net effect of swaps	1,442			400			—			—			—			1,842
Gain on foreign currency	—			—			(19,561		)	—			—			(19,561		)
Other (income) expense	62			(19,371		)	874			18,435			—			—
Income (loss) from investment in affiliates	34,681			14,144			3,475			(725		)	(51,575		)	—
Income (loss) before taxes	(47,627		)	(46,950		)	3,236			(28,102		)	51,575			(67,868		)
Provision (benefit) for taxes	859			(12,270		)	2,510			(10,481		)	—			(19,382		)
Net income (loss)	$	(48,486	)	$	(34,680	)	$	726		$	(17,621	)	$	51,575		$	(48,486	)
Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment	(4,395		)	—			(4,395		)	—			4,395			(4,395		)
Unrealized loss on cash flow hedging derivatives	(2,631		)	(756		)	—			—			756			(2,631		)
Other comprehensive income (loss), (net of tax)	(7,026		)	(756		)	(4,395		)	—			5,151			(7,026		)
Total comprehensive loss	$	(55,512	)	$	(35,436	)	$	(3,669	)	$	(17,621	)	$	56,726		$	(55,512	)

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Three Months Ended March 26, 2017

(In thousands)

	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total
NET CASH FROM (FOR) OPERATING ACTIVITIES	$	23,702		$	56,496		$	(35,208	)	$	(119,483	)	$	509		$	(73,984	)
CASH FLOWS FOR INVESTING ACTIVITIES
Intercompany receivables (payments) receipts	—			—			—			28,274			(28,274		)	—
Purchase of identifiable intangible assets	—			—			—			(10		)	—			(10		)
Capital expenditures	—			—			(1,148		)	(47,307		)	—			(48,455		)
Net cash for investing activities	—			—			(1,148		)	(19,043		)	(28,274		)	(48,465		)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Borrowings on revolving credit loans	—			—			—			85,000			—			85,000
Distributions paid to partners	(48,651		)	—			—			—			516			(48,135		)
Intercompany payables (payments) receipts	24,949			(53,223		)	—			—			28,274			—
Tax effect of units involved in treasury unit transactions	—			(1,369		)	—			—			—			(1,369		)
Payments related to tax withholding for equity compensation	—			(1,904		)	—			—			—			(1,904		)
Net cash from (for) financing activities	(23,702		)	(56,496		)	—			85,000			28,790			33,592
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			383			—			—			383
CASH AND CASH EQUIVALENTS
Net decrease for the period	—			—			(35,973		)	(53,526		)	1,025			(88,474		)
Balance, beginning of period	—			—			65,563			58,178			(1,025		)	122,716
Balance, end of period	$	—		$	—		$	29,590		$	4,652		$	—		$	34,242

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Three Months Ended March 27, 2016

(In thousands)

	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total
NET CASH FROM (FOR) OPERATING ACTIVITIES	$	(25,319	)	$	(51,142	)	$	(214	)	$	11,645		$	(1,903	)	$	(66,933	)
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
Intercompany receivables (payments) receipts	—			—			—			63,088			(63,088		)	—
Capital expenditures	—			—			(2,247		)	(49,974		)	—			(52,221		)
Net cash from (for) investing activities	—			—			(2,247		)	13,114			(63,088		)	(52,221		)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Borrowings on revolving credit loans	65,000			—			—			—			—			65,000
Intercompany payables (payments) receipts	(116,688		)	53,600			—			—			63,088			—
Tax effect of units involved in treasury unit transactions	—			(1,549		)	—			—			—			(1,549		)
Payments related to tax withholding for equity compensation	—			(909		)	—			—			—			(909		)
Net cash from (for) financing activities	(51,688		)	51,142			—			—			63,088			62,542
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			1,606			—			—			1,606
CASH AND CASH EQUIVALENTS
Net increase (decrease) for the period	(77,007		)	—			(855		)	24,759			(1,903		)	(55,006		)
Balance, beginning of period	77,007			—			39,106			3,444			—			119,557
Balance, end of period	$	—		$	—		$	38,251		$	28,203		$	(1,903	)	$	64,551

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Subsequent Event (Notes)

3 Months Ended

Mar. 26, 2017

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events:

On April 13, 2017, the Partnership finalized the issuance of $500 million aggregate principal amount of 5.375% senior unsecured notes due 2027, in a private placement ("April 2017 notes"). Concurrently with this offering, the Partnership amended its existing 2013 Credit Agreement. The amended credit agreement ("2017 Credit Agreement") includes a $750 millionseven-year senior secured term loan facility and a $275 millionfive-year senior secured revolving credit facility. The net proceeds from the offering of the notes, along with the proceeds from the 2017 Credit Agreement, were used to redeem all of the Partnership's 5.25% senior unsecured notes due 2021 (the March 2013 notes) and pay accrued interest and transaction fees and expenses, to repay in full all amounts outstanding under its existing credit facilities and for general corporate purposes.

Terms of the 2017 Credit Agreement include an increase to the existing $255 million senior secured revolving credit facility to $275 million. Under the 2017 Credit Agreement, the Canadian revolving credit facility continues to have a sub-limit of $15 million. Borrowings under the new senior secured revolving credit facility bear interest at London Interbank Offered Rate ("LIBOR") or Canadian Dollar Offered Rate ("CDOR") plus 200 bps. The revolving credit facility, which matures in April 2022, also provides the issuance of documentary and standby letters of credit. The 2017 Credit Agreement requires that we pay a commitment fee of 38 bps per annum on the unused portion of the credit facilities.

The U.S. term loan, which amortizes at 0.25% quarterly, or $7.5 million per year, is scheduled to mature in April 2024 and bears interest at a rate of LIBOR plus 225 bps.

The $500 million senior unsecured notes will pay interest semi-annually in April and October, with the principal due in full on April 15, 2027. The notes may be redeemed, in whole or in part, at any time prior to April 15, 2022 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. Prior to April 15, 2020, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at 105.375% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any.

The redemption of the March 2013 notes and repayments of the amounts outstanding under the existing credit facilities resulted in the write-off of debt issuance costs of $7.6 million and debt premium payments of $15.5 million. Accordingly, the Partnership will record a loss on debt extinguishment of approximately $23.1 million in the second quarter of 2017.

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Significant Accounting and Reporting Policies (Policies)

3 Months Ended

Mar. 26, 2017

Accounting Policies [Abstract]

New Accounting Pronouncements

Adopted Accounting Pronouncements

In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). The amendments in ASU 2016-09 are meant to simplify the current accounting for share-based payment transactions, specifically the accounting for income taxes, award classification, cash flow presentation, and accounting for forfeitures. ASU 2016-09 is effective for annual and interim periods beginning after December 15, 2016. The Partnership adopted this guidance in the first quarter of 2017. The impact of the guidance included: (1) prospective recognition of excess tax benefits and tax deficiencies as income tax expense (as opposed to the previous recognition in additional paid-in-capital), approximately $0.7 million of excess tax benefits were recognized in benefit for taxes for the three months ended March 26, 2017; (2) prospective exclusion of future excess tax benefits and deficiencies in the calculation of diluted shares, which had no impact on the net loss per limited partner unit for the three months ending March 26, 2017; (3) prospective classification of excess tax benefits as an operating activity within the statement of cash flows (as opposed to the previous classification as a financing activity), approximately $0.7 million of excess tax benefits were classified as an operating activity for the three months ended March 26, 2017; (4) the formal accounting policy election to recognize forfeitures as they occur (as opposed to estimating a forfeiture accrual), which did not have a material impact on the Partnership's financial statements; (5) retrospective classification of employee taxes paid when an employer withholds shares for tax withholding purposes as a financing activity within the statement of cash flows (as opposed to the previous classification as an operating activity), approximately $0.9 million was reclassified for the three months ended March 27, 2016.

New 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. ASU 2014-09 is effective for annual and interim periods beginning after December 15, 2017 and will replace most existing revenue recognition guidance under U.S. GAAP when it becomes effective. It permits the use of either a retrospective or cumulative effect transition method, and early adoption is not permitted. The Partnership currently expects to adopt this standard in the first quarter of 2018. The Partnership anticipates the primary impact of the adoption on the consolidated financial statements will be the additional required disclosures around revenue recognition in the notes to the consolidated financial statements. The Partnership does not anticipate adoption of the standard to have a material effect on the consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases ("ASU 2016-02"). The amendments in ASU 2016-02 provide that most leases will now be recorded on the balance sheet. ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018 and will replace most existing lease guidance under U.S. GAAP when it becomes effective. This ASU requires a modified transition method for existing leases and applies to the earliest period presented in the financial statements. The Partnership is in the process of evaluating the effect this standard will have on the consolidated financial statements and related disclosures.

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). The amendments in ASU 2017-04 eliminates step two from the goodwill impairment test. Instead, an entity should recognize an impairment charge for the amount by which a reporting unit's carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effective for annual and any interim impairment tests for periods beginning after December 15, 2019 on a prospective basis. Early adoption is permitted for annual and any interim impairment tests occurring after January 1, 2017. The Partnership expects to adopt the standard for its 2017 annual impairment test and does not anticipate the adoption of the standard to have a material effect on the consolidated financial statements.

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Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Mar. 26, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of changes in Partnership's carrying value of goodwill

A summary of changes in the Partnership’s carrying value of goodwill for the three months ended March 26, 2017 and March 27, 2016 is as follows:

(In thousands)	Goodwill (gross)		Accumulated Impairment Losses			Goodwill (net)
Balance at December 31, 2016	$	259,528	$	(79,868	)	$	179,660
Foreign currency translation	239		—			239
Balance at March 26, 2017	$	259,767	$	(79,868	)	$	179,899
Balance at December 31, 2015	$	290,679	$	(79,868	)	$	210,811
Foreign currency translation	3,897		—			3,897
Balance at March 27, 2016	$	294,576	$	(79,868	)	$	214,708

Partnership's other intangible assets

As of March 26, 2017, December 31, 2016, and March 27, 2016, the Partnership’s other intangible assets consisted of the following:

(In thousands)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
March 26, 2017
Other intangible assets:
Trade names	$	35,656	$	—		$	35,656
License / franchise agreements	3,301		(1,233		)	2,068
Total other intangible assets	$	38,957	$	(1,233	)	$	37,724
December 31, 2016
Other intangible assets:
Trade names	$	35,603	$	—		$	35,603
License / franchise agreements	3,326		(1,092		)	2,234
Total other intangible assets	$	38,929	$	(1,092	)	$	37,837
March 27, 2016
Other intangible assets:
Trade names	$	35,760	$	—		$	35,760
License / franchise agreements	1,444		(549		)	895
Total other intangible assets	$	37,204	$	(549	)	$	36,655

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Long-Term Debt Long term debt table (Tables)

3 Months Ended

Mar. 26, 2017

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Long-term debt as of March 26, 2017, December 31, 2016, and March 27, 2016 consisted of the following:

(In thousands)	March 26, 2017			December 31, 2016			March 27, 2016
Revolving credit facility (due 2018)	$	85,000		$	—		$	65,000
Term debt (1)
March 2013 U.S. term loan averaging 3.25% (due 2013-2020)	602,850			602,850			608,850
Notes
June 2014 U.S. fixed rate notes at 5.375% (due 2024)	450,000			450,000			450,000
March 2013 U.S. fixed rate notes at 5.25% (due 2021)	500,000			500,000			500,000
	1,637,850			1,552,850			1,623,850
Less current portion	(4,350		)	(2,775		)	(4,050		)
	1,633,500			1,550,075			1,619,800
Less debt issuance costs	(14,882		)	(15,864		)	(18,949		)
	$	1,618,618		$	1,534,211		$	1,600,851

(1) The average interest rate does not reflect the effect of interest rate swap agreements (see Note 6).

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Derivative Financial Instruments (Tables)

3 Months Ended

Mar. 26, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Fair value of derivative instruments in Condensed Consolidated Balance Sheet

The fair market value of the Partnership's swap portfolio was recorded within "Derivative Liability" on the unaudited condensed consolidated balance sheets as of March 26, 2017, December 31, 2016, and March 27, 2016 as follows:

(In thousands)	March 26, 2017			December 31, 2016			March 27, 2016
Derivatives not designated as hedging instruments:
Interest rate swaps	$	(15,658	)	$	(17,721	)	$	(27,855	)

Effects of derivative instruments on income (loss) and other comprehensive income (loss)

The following table summarizes the effect of derivative instruments on income and other comprehensive income for the three-month periods ended March 26, 2017 and March 27, 2016:

(In thousands)	Amount of Gain (Loss) recognized in OCI on Derivatives (Effective Portion)					Amount and Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)						Amount and Location of Gain (Loss) Recognized in Income on Derivatives
Designated Derivatives	Three months ended 3/26/2017		Three months ended 3/27/2016			Designated Derivatives	Three months ended 3/26/2017		Three months ended 3/27/2016			Derivatives Not Designated	Three months ended 3/26/2017		Three months ended 3/27/2016
Interest rate swaps	$	—	$	(4,671	)	Interest Expense	$	—	$	(851	)	Net effect of swaps	$	2,063	$	(265	)

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 26, 2017

Fair Value Disclosures [Abstract]

Assets and liabilities measured at fair value on recurring basis

The table below presents the balances of assets and liabilities measured at fair value as of March 26, 2017, December 31, 2016, and March 27, 2016 on a recurring basis as well as the fair values of other financial instruments:

(In thousands)	Unaudited Condensed  Consolidated Balance Sheet Location	Fair Value Hierarchy Level	March 26, 2017						December 31, 2016						March 27, 2016
			Carrying Value			Fair  Value			Carrying Value			Fair  Value			Carrying Value			Fair  Value
Financial assets (liabilities) measured on a recurring basis:
Interest rate swap agreements not designated as cash flow hedges	Derivative Liability	Level 2	$	(15,658	)	$	(15,658	)	$	(17,721	)	$	(17,721	)	$	(27,855	)	$	(27,855	)
Other financial assets (liabilities):
Term debt	Long-Term Debt (1)	Level 2	$	(598,500	)	$	(601,493	)	$	(600,075	)	$	(603,075	)	$	(604,800	)	$	(604,800	)
March 2013 notes	Long-Term Debt (1)	Level 1	$	(500,000	)	$	(513,125	)	$	(500,000	)	$	(510,000	)	$	(500,000	)	$	(518,750	)
June 2014 notes	Long-Term Debt (1)	Level 1	$	(450,000	)	$	(462,375	)	$	(450,000	)	$	(462,375	)	$	(450,000	)	$	(464,625	)

(1) Carrying values of long-term debt balances are before reductions for debt issuance costs of $14.9 million, $15.9 million, and $18.9 million as of March 26, 2017, December 31, 2016, and March 27, 2016, respectively.

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Earnings per Unit (Tables)

3 Months Ended

Mar. 26, 2017

Earnings Per Unit [Abstract]

Net income (loss) per limited partner unit

Net loss per limited partner unit is calculated based on the following unit amounts:

	Three months ended
	3/26/2017			3/27/2016
	(In thousands, except per unit amounts)
Basic weighted average units outstanding	56,008			55,877
Diluted weighted average units outstanding	56,008			55,877
Net loss per unit - basic	$	(1.16	)	$	(0.87	)
Net loss per unit - diluted	$	(1.16	)	$	(0.87	)

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Changes in Accumulated Other Comprehensive Income by Component (Tables)

3 Months Ended

Mar. 26, 2017

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

The following tables reflect the changes in accumulated other comprehensive income related to limited partners' equity for the three-month periods ended March 26, 2017 and March 27, 2016:

Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)	Gains and Losses on Cash Flow Hedges			Foreign Currency Translation			Total
Balance at December 31, 2016	$	(15,950	)	$	18,891		$	2,941
Other comprehensive income before reclassifications	—			(660		)	(660		)
Amounts reclassified from accumulated other comprehensive income, net of tax ($371) (2)	1,994			—			1,994
Net other comprehensive income	1,994			(660		)	1,334
Balance at March 26, 2017	$	(13,956	)	$	18,231		$	4,275

(1) All amounts are net of tax. Amounts in parentheses indicate debits.

(2) See Reclassifications Out of Accumulated Other Comprehensive Income table below for reclassification details.

Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)	Gains and Losses on Cash Flow Hedges			Foreign Currency Translation			Total
Balance at December 31, 2015	$	(19,300	)	$	22,591		$	3,291
Other comprehensive income before reclassifications, net of tax $711 and $2,520, respectively	(3,960		)	(4,395		)	(8,355		)
Amounts reclassified from accumulated other comprehensive income, net of tax ($247) (2)	1,329			—			1,329
Net other comprehensive income	(2,631		)	(4,395		)	(7,026		)
Balance at March 27, 2016	$	(21,931	)	$	18,196		$	(3,735	)

(1) All amounts are net of tax. Amounts in parentheses indicate debits.

(2) See Reclassifications Out of Accumulated Other Comprehensive Income table below for reclassification details.

Reclassification out of accumulated other comprehensive income

Reclassifications Out of Accumulated Other Comprehensive Income (1)
Details about Accumulated Other Comprehensive Income Components	Amount Reclassified from Accumulated Other Comprehensive Income						Affected Line Item in the Statement Where Net Income is Presented
(In thousands)	Three months ended 3/26/2017			Three months ended 3/27/2016
Interest rate contracts	$	2,365		$	1,576		Net effect of swaps
Provision for taxes	(371		)	(247		)	Benefit for taxes
Gains and losses on cash flow hedges	$	1,994		$	1,329		Net of tax

(1) Amounts in parentheses indicate gains.

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Consolidating Financial Information of Guarantors and Issuers (Tables)

3 Months Ended

Mar. 26, 2017

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Consolidating Balance Sheet

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

March 26, 2017

(In thousands)

	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	—		$	—	$	29,590	$	4,652	$	—		$	34,242
Receivables	—			1,552		61,894		541,622		(576,483		)	28,585
Inventories	—			—		2,008		37,310		—			39,318
Other current assets	74			907		3,419		26,350		(1,661		)	29,089
	74			2,459		96,911		609,934		(578,144		)	131,234
Property and Equipment, net	—			835		176,952		1,410,861		—			1,588,648
Investment in Park	711,257			852,264		195,731		294,228		(2,053,480		)	—
Goodwill	674			—		59,620		119,605		—			179,899
Other Intangibles, net	—			—		13,306		24,418		—			37,724
Deferred Tax Asset	—			16,616		—		—		(16,616		)	—
Other Assets	—			2,000		109		18,665		—			20,774
	$	712,005		$	874,174	$	542,629	$	2,477,711	$	(2,648,240	)	$	1,958,279
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—		$	897	$	100	$	3,353	$	—		$	4,350
Accounts payable	453,329			125,934		2,081		39,854		(576,483		)	44,715
Deferred revenue	—			—		7,373		108,759		—			116,132
Accrued interest	864			589		7,729		1,831		—			11,013
Accrued taxes	1,084			—		—		9,113		(1,661		)	8,536
Accrued salaries, wages and benefits	—			13,792		635		—		—			14,427
Self-insurance reserves	—			11,397		1,484		12,952		—			25,833
Other accrued liabilities	2,644			3,907		164		4,904		—			11,619
	457,921			156,516		19,566		180,766		(578,144		)	236,625
Deferred Tax Liability	—			—		13,273		125,350		(16,616		)	122,007
Derivative Liability	9,395			6,263		—		—		—			15,658
Other Liabilities	—			1,125		—		11,798		—			12,923
Long-Term Debt:
Revolving credit loans	—			—		—		85,000		—			85,000
Term debt	—			123,347		13,576		456,274		—			593,197
Notes	292,241			203,256		444,924		—		—			940,421
	292,241			326,603		458,500		541,274		—			1,618,618
Equity	(47,552		)	383,667		51,290		1,618,523		(2,053,480		)	(47,552		)
	$	712,005		$	874,174	$	542,629	$	2,477,711	$	(2,648,240	)	$	1,958,279

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2016

(In thousands)

	Cedar Fair L.P. (Parent)		Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	—	$	65,563	$	58,178	$	(1,025	)	$	122,716
Receivables	—		1,409		28,019		576,975		(570,989		)	35,414
Inventories	—		—		1,371		24,905		—			26,276
Other current assets	173		796		2,229		9,833		(1,761		)	11,270
	173		2,205		97,182		669,891		(573,775		)	195,676
Property and Equipment, net	—		844		175,358		1,363,018		—			1,539,220
Investment in Park	798,076		937,626		200,075		324,282		(2,260,059		)	—
Goodwill	674		—		59,381		119,605		—			179,660
Other Intangibles, net	—		—		13,255		24,582		—			37,837
Deferred Tax Asset	—		33,303		—		—		(33,303		)	—
Other Assets	—		2,000		108		18,680		—			20,788
	$	798,923	$	975,978	$	545,359	$	2,520,058	$	(2,867,137	)	$	1,973,181
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—	$	572	$	64	$	2,139	$	—		2,775
Accounts payable	428,396		145,258		740		18,471		(572,014		)	20,851
Deferred revenue	—		—		5,601		77,164		—			82,765
Accrued interest	4,613		3,207		2,057		109		—			9,986
Accrued taxes	405		18,653		—		41,661		(1,761		)	58,958
Accrued salaries, wages and benefits	—		29,227		1,131		—		—			30,358
Self-insurance reserves	—		12,490		1,321		13,252					27,063
Other accrued liabilities	2,282		3,018		193		4,434		—			9,927
	435,696		212,425		11,107		157,230		(573,775		)	242,683
Deferred Tax Liability	—		—		12,838		125,350		(33,303		)	104,885
Derivative Liability	10,633		7,088		—		—		—			17,721
Other Liabilities	—		1,236		—		11,926		—			13,162
Long-Term Debt:
Term debt	—		123,672		13,598		456,958		—			594,228
Notes	292,075		203,140		444,768		—		—			939,983
	292,075		326,812		458,366		456,958		—			1,534,211
Equity	60,519		428,417		63,048		1,768,594		(2,260,059		)	60,519
	$	798,923	$	975,978	$	545,359	$	2,520,058	$	(2,867,137	)	$	1,973,181

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

March 27, 2016

(In thousands)

	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	—		$	—	$	38,251	$	28,203	$	(1,903	)	$	64,551
Receivables	18			2,192		20,709		488,005		(477,010		)	33,914
Inventories	—			131		1,920		36,404		—			38,455
Other current assets	77			26,642		2,097		25,153		(26,051		)	27,918
	95			28,965		62,977		577,765		(504,964		)	164,838
Property and Equipment, net	—			5,584		186,379		1,378,191		—			1,570,154
Investment in Park	699,382			904,557		176,055		24,194		(1,804,188		)	—
Goodwill	674			—		94,428		119,606		—			214,708
Other Intangibles, net	—			—		13,384		23,271		—			36,655
Deferred Tax Asset	—			2,920		—		—		(2,920		)	—
Other Assets	—			14,413		219		2,773		—			17,405
	$	700,151		$	956,439	$	533,442	$	2,125,800	$	(2,312,072	)	$	2,003,760
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—		$	1,649	$	93	$	2,308	$	—		$	4,050
Accounts payable	317,035			161,288		1,839		32,189		(478,259		)	34,092
Deferred revenue	—			139		6,313		98,804		—			105,256
Accrued interest	1,290			1,303		7,853		914		—			11,360
Accrued taxes	1,935			—		1,810		32,869		(26,051		)	10,563
Accrued salaries, wages and benefits	—			21,805		636		—		—			22,441
Self-insurance reserves	—			11,417		1,426		11,409		—			24,252
Distribution payable	46,968			—		—		—		(654		)	46,314
Other accrued liabilities	1,438			1,125		190		4,443		—			7,196
	368,666			198,726		20,160		182,936		(504,964		)	265,524
Deferred Tax Liability	—			—		20,003		121,865		(2,920		)	138,948
Derivative Liability	16,713			11,142		—		—		—			27,855
Other Liabilities	—			1,232		—		11,156		—			12,388
Long-Term Debt:
Revolving credit loans	65,000			—		—		—		—			65,000
Term debt	—			243,628		13,660		340,021		—			597,309
Notes	291,578			202,794		444,170		—		—			938,542
	356,578			446,422		457,830		340,021		—			1,600,851
Equity	(41,806		)	298,917		35,449		1,469,822		(1,804,188		)	(41,806		)
	$	700,151		$	956,439	$	533,442	$	2,125,800	$	(2,312,072	)	$	2,003,760

Condensed Consolidating Statement of Operations and Other Comprehensive Income (Loss)

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the Three Months Ended March 26, 2017

(In thousands)

	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total
Net revenues	$	(6,138	)	$	(291	)	$	353		$	45,296		$	9,098		$	48,318
Costs and expenses:
Cost of food, merchandise, and games revenues	—			—			—			5,480			—			5,480
Operating expenses	—			40,592			5,304			29,295			9,098			84,289
Selling, general and administrative	894			14,495			746			11,484			—			27,619
Depreciation and amortization	—			8			2			5,355			—			5,365
Loss on impairment / retirement of fixed assets, net	—			—			445			1,081			—			1,526
	894			55,095			6,497			52,695			9,098			124,279
Operating loss	(7,032		)	(55,386		)	(6,144		)	(7,399		)	—			(75,961		)
Interest expense (income), net	8,169			5,308			5,905			(500		)	—			18,882
Net effect of swaps	150			151			—			—			—			301
Gain on foreign currency	—			—			(2,671		)	—			—			(2,671		)
Other (income) expense	62			(15,264		)	657			14,545			—			—
Income from investment in affiliates	48,666			20,604			4,344			11,097			(84,711		)	—
Loss before taxes	(64,079		)	(66,185		)	(14,379		)	(32,541		)	84,711			(92,473		)
Provision (benefit) for taxes	675			(17,519		)	(3,276		)	(7,599		)	—			(27,719		)
Net loss	$	(64,754	)	$	(48,666	)	$	(11,103	)	$	(24,942	)	$	84,711		$	(64,754	)
Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment	(660		)	—			(660		)	—			660			(660		)
Unrealized gain on cash flow hedging derivatives	1,994			605			—			—			(605		)	1,994
Other comprehensive income (loss), (net of tax)	1,334			605			(660		)	—			55			1,334
Total comprehensive loss	$	(63,420	)	$	(48,061	)	$	(11,763	)	$	(24,942	)	$	84,766		$	(63,420	)

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the Three Months Ended March 27, 2016

(In thousands)

	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total
Net revenues	$	(2,500	)	$	7,841		$	119		$	58,317		$	(5,339	)	$	58,438
Costs and expenses:
Cost of food, merchandise, and games revenues	—			—			(2		)	6,239			—			6,237
Operating expenses	10			39,978			5,277			44,678			(5,339		)	84,604
Selling, general and administrative	894			13,186			763			10,769			—			25,612
Depreciation and amortization	—			9			—			5,182			—			5,191
Loss on impairment / retirement of fixed assets, net	—			—			21			2,591			—			2,612
	904			53,173			6,059			69,459			(5,339		)	124,256
Operating loss	(3,404		)	(45,332		)	(5,940		)	(11,142		)	—			(65,818		)
Interest expense (income), net	8,038			6,445			6,036			(750		)	—			19,769
Net effect of swaps	1,442			400			—			—			—			1,842
Gain on foreign currency	—			—			(19,561		)	—			—			(19,561		)
Other (income) expense	62			(19,371		)	874			18,435			—			—
Income (loss) from investment in affiliates	34,681			14,144			3,475			(725		)	(51,575		)	—
Income (loss) before taxes	(47,627		)	(46,950		)	3,236			(28,102		)	51,575			(67,868		)
Provision (benefit) for taxes	859			(12,270		)	2,510			(10,481		)	—			(19,382		)
Net income (loss)	$	(48,486	)	$	(34,680	)	$	726		$	(17,621	)	$	51,575		$	(48,486	)
Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment	(4,395		)	—			(4,395		)	—			4,395			(4,395		)
Unrealized loss on cash flow hedging derivatives	(2,631		)	(756		)	—			—			756			(2,631		)
Other comprehensive income (loss), (net of tax)	(7,026		)	(756		)	(4,395		)	—			5,151			(7,026		)
Total comprehensive loss	$	(55,512	)	$	(35,436	)	$	(3,669	)	$	(17,621	)	$	56,726		$	(55,512	)

Condensed Consolidating Statement of Cash Flows

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Three Months Ended March 26, 2017

(In thousands)

	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total
NET CASH FROM (FOR) OPERATING ACTIVITIES	$	23,702		$	56,496		$	(35,208	)	$	(119,483	)	$	509		$	(73,984	)
CASH FLOWS FOR INVESTING ACTIVITIES
Intercompany receivables (payments) receipts	—			—			—			28,274			(28,274		)	—
Purchase of identifiable intangible assets	—			—			—			(10		)	—			(10		)
Capital expenditures	—			—			(1,148		)	(47,307		)	—			(48,455		)
Net cash for investing activities	—			—			(1,148		)	(19,043		)	(28,274		)	(48,465		)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Borrowings on revolving credit loans	—			—			—			85,000			—			85,000
Distributions paid to partners	(48,651		)	—			—			—			516			(48,135		)
Intercompany payables (payments) receipts	24,949			(53,223		)	—			—			28,274			—
Tax effect of units involved in treasury unit transactions	—			(1,369		)	—			—			—			(1,369		)
Payments related to tax withholding for equity compensation	—			(1,904		)	—			—			—			(1,904		)
Net cash from (for) financing activities	(23,702		)	(56,496		)	—			85,000			28,790			33,592
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			383			—			—			383
CASH AND CASH EQUIVALENTS
Net decrease for the period	—			—			(35,973		)	(53,526		)	1,025			(88,474		)
Balance, beginning of period	—			—			65,563			58,178			(1,025		)	122,716
Balance, end of period	$	—		$	—		$	29,590		$	4,652		$	—		$	34,242

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Three Months Ended March 27, 2016

(In thousands)

	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total
NET CASH FROM (FOR) OPERATING ACTIVITIES	$	(25,319	)	$	(51,142	)	$	(214	)	$	11,645		$	(1,903	)	$	(66,933	)
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
Intercompany receivables (payments) receipts	—			—			—			63,088			(63,088		)	—
Capital expenditures	—			—			(2,247		)	(49,974		)	—			(52,221		)
Net cash from (for) investing activities	—			—			(2,247		)	13,114			(63,088		)	(52,221		)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Borrowings on revolving credit loans	65,000			—			—			—			—			65,000
Intercompany payables (payments) receipts	(116,688		)	53,600			—			—			63,088			—
Tax effect of units involved in treasury unit transactions	—			(1,549		)	—			—			—			(1,549		)
Payments related to tax withholding for equity compensation	—			(909		)	—			—			—			(909		)
Net cash from (for) financing activities	(51,688		)	51,142			—			—			63,088			62,542
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			1,606			—			—			1,606
CASH AND CASH EQUIVALENTS
Net increase (decrease) for the period	(77,007		)	—			(855		)	24,759			(1,903		)	(55,006		)
Balance, beginning of period	77,007			—			39,106			3,444			—			119,557
Balance, end of period	$	—		$	—		$	38,251		$	28,203		$	(1,903	)	$	64,551

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Significant Accounting and Reporting Policies New Accounting Pronouncements (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 26, 2017	Mar. 27, 2016
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense	$ 700
Net cash from financing activities	33,592	$ 62,542
Net cash for operating activities	$ (73,984)	(66,933)
Accounting Standards Update 2016-09, Statutory Tax Withholding Component [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net cash from financing activities		909
Net cash for operating activities		$ 900

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Interim Reporting (Details)	3 Months Ended
	Mar. 26, 2017 property
Nature of Operations [Line Items]
Number of amusement parks owned and operated	11
Number of outdoor water parks owned and operated	2
Number of indoor water parks owned and operated	1
Number of hotels owned and operated	5
Winterfest Parks	4
Minimum [Member]
Nature of Operations [Line Items]
Operating period	130 days
Operating Cycle, WinterFest	20 days
Maximum [Member]
Nature of Operations [Line Items]
Operating period	140 days
Operating Cycle, WinterFest	25 days

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Long-Lived Assets - Wildwater Kingdom Held for Sale (Details) $ in Millions	Mar. 26, 2017 USD ($) a
Property, Plant and Equipment [Line Items]
Area of land | a	670
Other Assets [Member]
Property, Plant and Equipment [Line Items]
Land Available-for-sale | $	$ 17.1

XML

Goodwill and Other Intangible Assets Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 26, 2017	Mar. 27, 2016	Dec. 31, 2016
Goodwill [Roll Forward]
Goodwill (gross), beginning of period	$ 259,528	$ 290,679	$ 290,679
Accumulated Impairment Losses, beginning of period	(79,868)	(79,868)	(79,868)
Goodwill (net), beginning of period	179,660	210,811	210,811
Foreign currency translation	239	3,897
Goodwill (gross), end of period	259,767	294,576	259,528
Accumulated Impairment Losses, ending of period	(79,868)	(79,868)	(79,868)
Goodwill (net), end of period	$ 179,899	$ 214,708	179,660
Adjustment to reduce goodwill and deferred tax liabilities			$ 33,900

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Goodwill and Other Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 26, 2017	Dec. 31, 2016	Mar. 27, 2016
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Carrying Amount/Value	$ 35,656	$ 35,603	$ 35,760
Accumulated Amortization	(1,233)	(1,092)	(549)
Total other intangible assets, gross carrying amount	38,957	38,929	37,204
Total other intangibe assets, net carrying value	37,724	37,837	36,655
License / Franchise Agreements [Member]
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Gross Carrying Amount	3,301	3,326	1,444
Accumulated Amortization	(1,233)	(1,092)	(549)
Net Carrying Value	$ 2,068	$ 2,234	$ 895

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Long-Term Debt Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 26, 2017	Dec. 31, 2016	Mar. 27, 2016
Debt Instrument [Line Items]
Long-term debt, gross	$ 1,637,850	$ 1,552,850	$ 1,623,850
Current maturities of long-term debt	(4,350)	(2,775)	(4,050)
Long-term debt, excluding current maturities, gross	1,633,500	1,550,075	1,619,800
Deferred finance costs	(14,882)	(15,864)	(18,949)
Total long-term debt	$ 1,618,618	1,534,211	1,600,851
5.375% Note [Member]
Debt Instrument [Line Items]
Interest rate, stated percentage	5.375%
Long-term debt, gross	$ 450,000	450,000	450,000
5.25% Note [Member]
Debt Instrument [Line Items]
Interest rate, stated percentage	5.25%
Long-term debt, gross	$ 500,000	500,000	500,000
Senior Secured Term Loan [Member] | 2013 Credit Agreement [Member]
Debt Instrument [Line Items]
Interest rate during period	3.25%
Long-term debt, gross	$ 602,850	602,850	608,850
Revolving Credit Facility [Member] | 2013 Credit Agreement [Member]
Debt Instrument [Line Items]
Long-term debt, gross	$ 85,000	$ 0	$ 65,000

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Long-Term Debt Narrative (Details)		1 Months Ended	3 Months Ended
	Apr. 13, 2017 USD ($)	Mar. 31, 2013 USD ($) covenant	Mar. 26, 2017 USD ($)	Jun. 30, 2014 USD ($)	Jul. 30, 2010 USD ($)
Debt Instrument [Line Items]
Commitment fee on unused portion of credit facilities		0.38%
Notes Payable due 2024 [Member] | Senior Unsecured Notes [Member]
Debt Instrument [Line Items]
Debt instrument, face amount				$ 450,000,000
Interest rate, stated percentage				5.375%
Early call date, percentage of notes availabe for redemption			35.00%
Early call date, premium price, percentage			105.375%
Redemption percentage of original face amount			100.00%
Notes Payable, Due 2018 [Member] | Maximum [Member]
Debt Instrument [Line Items]
Restricted payment			$ 60,000,000
Notes Payable, Due 2018 [Member] | Senior Unsecured Notes [Member]
Debt Instrument [Line Items]
Debt instrument, face amount					$ 405,000,000
Interest rate, stated percentage					9.125%
Original Issue Discount [Member] | Senior Unsecured Notes [Member]
Debt Instrument [Line Items]
Unamortized discount					$ 5,600,000
Effective interest rate percentage					9.375%
Notes Payable Due 2021 [Member] | Senior Unsecured Notes [Member]
Debt Instrument [Line Items]
Debt instrument, face amount		$ 500,000,000
Interest rate, stated percentage			5.25%
Redemption price, percentage		102.625%
2013 Credit Agreement [Member]
Debt Instrument [Line Items]
Debt instrument, face amount		$ 885,000,000
Number of financial covenants | covenant		2
Pro-forma consolidated leverage ratio			5
Total indebtedness to consolidated cash flow ratio requirement			5
2013 Credit Agreement [Member] | Maximum [Member]
Debt Instrument [Line Items]
Restricted payment			$ 60,000,000
2013 Credit Agreement [Member] | Canadian Revolving Credit Facility CAD and USD [Member]
Debt Instrument [Line Items]
Interest rate margin over LIBOR		2.25%
2013 Credit Agreement [Member] | Canadian Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 15,000,000
2013 Credit Agreement [Member] | Senior Secured Term Loan [Member]
Debt Instrument [Line Items]
Debt instrument, face amount		630,000,000
Periodic payment amount		$ 6,300,000
Interest rate margin over LIBOR		2.50%
Interest rate LIBOR floor		0.75%
2013 Credit Agreement [Member] | Senior Secured Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt instrument, face amount		$ 255,000,000
March 2013 Credit Agreement [Member] | Maximum [Member]
Debt Instrument [Line Items]
Debt instrument revised consolidated leverage ratio requirement			5.50
March 2013 Credit Agreement [Member] | Minimum [Member]
Debt Instrument [Line Items]
Fixed charge coverage ratio			1.1
April 2017 Notes [Member] | Senior Unsecured Notes [Member]
Debt Instrument [Line Items]
Redemption percentage of original face amount			100.00%
Subsequent Event [Member] | Senior Secured Term Loan [Member]
Debt Instrument [Line Items]
Effective interest rate percentage	2.25%
Subsequent Event [Member] | April 2017 Notes [Member] | Senior Unsecured Notes [Member]
Debt Instrument [Line Items]
Debt instrument, face amount	$ 500,000,000
Interest rate, stated percentage	5.375%
Redemption price, percentage	35.00%
Subsequent Event [Member] | 2017 Credit Agreement [Member] | Canadian Revolving Credit Facility CAD and USD [Member]
Debt Instrument [Line Items]
Interest rate margin over LIBOR	2.00%
Subsequent Event [Member] | 2017 Credit Agreement [Member] | Senior Secured Term Loan [Member]
Debt Instrument [Line Items]
Debt instrument, face amount	$ 750,000,000
Subsequent Event [Member] | 2017 Credit Agreement [Member] | Senior Secured Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt instrument, face amount	$ 275,000,000

XML

Derivative Financial Instruments Schedule of Derivatives (Details)	3 Months Ended
	Mar. 26, 2017 USD ($) contract	Mar. 27, 2016 USD ($)
Derivative [Line Items]
Net effect of swaps	$ 301,000	$ 1,842,000
Interest Rate Swap [Member]
Derivative [Line Items]
Amortization of deferred hedge gains	2,400,000	1,600,000
Cash Flow Hedging [Member] | Forward-Starting Interest Rate Swap [Member]
Derivative [Line Items]
Interest rate cash flow hedge gain (loss) to be reclassified	9,500,000
Accumulated other comprehensive income (loss) related to cash flow hedges	$ 16,600,000
Cash Flow Hedging [Member] | Forward-Starting Interest Rate Swap [Member] | 2013 forwards [Member]
Derivative [Line Items]
Number of derivative instruments | contract	4
Derivative, extension of maturity (in years)	2 years
Derivative, Amount of Hedged Item	$ 500,000,000
Average rate	2.64%
Designated As Hedging [Member]
Derivative [Line Items]
Interest rate cash flow hedge gain (loss) to be reclassified	$ 0
Net Effect of Swaps [Member] | Designated As Hedging [Member] | Cash Flow Hedging [Member] | Interest Rate Swap [Member]
Derivative [Line Items]
Amount and Location of Gain (Loss) Recognized in Income on Derivatives	$ 2,063,000	$ (265,000)

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Derivative Financial Instruments Balance Sheet Location (Details) - USD ($) $ in Thousands	Mar. 26, 2017	Dec. 31, 2016	Mar. 27, 2016
Derivatives, Fair Value [Line Items]
Derivative Liability	$ (15,658)	$ (17,721)	$ (27,855)
Interest Rate Swap [Member] | Not Designated As Hedging [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability	$ (15,658)	$ (17,721)	$ (27,855)

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Derivative Financial Instruments Income Statement Location (Details) - Designated As Hedging [Member] - Interest Rate Swap [Member] - Cash Flow Hedging [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 26, 2017	Mar. 27, 2016
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) recognized in OCI on Derivatives (Effective Portion)	$ 0	$ (4,671)
Interest Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount and Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	0	(851)
Net Effect of Swaps [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount and Location of Gain (Loss) Recognized in Income on Derivatives	$ 2,063	$ (265)

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Fair Value Measurements (Details) - USD ($) $ in Thousands	Mar. 26, 2017	Dec. 31, 2016	Mar. 27, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Deferred finance costs	$ 14,882	$ 15,864	$ 18,949
Derivative Liability [Member] | Not Designated As Hedging [Member] | Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | Interest Rate Swap [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets (liabilities), at fair value, net	(15,658)	(17,721)	(27,855)
Long-term Debt [Member] | Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of term debt	(601,493)	(603,075)	(604,800)
Reported Value Measurement [Member] | Derivative Liability [Member] | Not Designated As Hedging [Member] | Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | Interest Rate Swap [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets (liabilities), at fair value, net	(15,658)	(17,721)	(27,855)
Reported Value Measurement [Member] | Long-term Debt [Member] | Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of term debt	(598,500)	(600,075)	(604,800)
Notes Payable Due 2021 [Member] | Long-term Debt [Member] | Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of notes	(513,125)	(510,000)	(518,750)
Notes Payable Due 2021 [Member] | Reported Value Measurement [Member] | Long-term Debt [Member] | Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of notes	(500,000)	(500,000)	(500,000)
Notes Payable due 2024 [Member] | Long-term Debt [Member] | Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of notes	(462,375)	(462,375)	(464,625)
Notes Payable due 2024 [Member] | Reported Value Measurement [Member] | Long-term Debt [Member] | Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of notes	$ (450,000)	$ (450,000)	$ (450,000)

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Earnings per Unit (Details) - $ / shares shares in Thousands	3 Months Ended
	Mar. 26, 2017	Mar. 27, 2016
Earnings Per Unit [Abstract]
Basic weighted average units outstanding (in shares)	56,008	55,877
Diluted weighted average units outstanding (in shares)	56,008	55,877
Net income (loss) per limited partner unit - basic (in dollars per share)	$ (1.16)	$ (0.87)
Net income (loss) per limited partner unit - diluted (in dollars per share)	$ (1.16)	$ (0.87)

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Income and Partnership Taxes Unrecognized Tax Position (Details) $ in Millions	3 Months Ended
	Mar. 26, 2017 USD ($)
Income Tax Disclosure [Abstract]
Unrecognized tax benefit	$ 0.9

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Changes in Accumulated Other Comprehensive Income by Component Changes in AOCI by Component (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 26, 2017	Mar. 27, 2016
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance, beginning	$ 2,941	$ 3,291
Other comprehensive income before reclassifications	(660)	(8,355)
Amounts reclassified from accumulated other comprehensive income	1,994	1,329
Net current-period other comprehensive income	1,334	(7,026)
Balance, ending	4,275	(3,735)
Other Comprehensive income before reclassification tax effect	0	711
Foreign currency translation adjustment, tax	0	2,520
Provision (benefit) for taxes	27,719	19,382
Gains and Losses on Cash Flow Hedges [Member]
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance, beginning	(15,950)	(19,300)
Other comprehensive income before reclassifications	0	(3,960)
Amounts reclassified from accumulated other comprehensive income	1,994	1,329
Net current-period other comprehensive income	1,994	(2,631)
Balance, ending	(13,956)	(21,931)
Foreign Currency Items [Member]
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance, beginning	18,891	22,591
Other comprehensive income before reclassifications	(660)	(4,395)
Amounts reclassified from accumulated other comprehensive income	0	0
Net current-period other comprehensive income	(660)	(4,395)
Balance, ending	18,231	18,196
Reclassification out of Accumulated Other Comprehensive Income [Member]
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Provision (benefit) for taxes	$ (371)	$ (247)

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Changes in Accumulated Other Comprehensive Income by Component Reclassifications Out of AOCI (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 26, 2017	Mar. 27, 2016
Accumulated Other Comprehensive Income (Loss) [Line Items]
Net effect of swaps	$ (301)	$ (1,842)
Provision (benefit) for taxes	27,719	19,382
Reclassification out of Accumulated Other Comprehensive Income [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Provision (benefit) for taxes	(371)	(247)
Net income (loss)	1,994	1,329
Interest Rate Contracts [Member] | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Net effect of swaps	$ 2,365	$ 1,576

XML

Consolidating Financial Information of Guarantors and Issuers (Details)	Mar. 26, 2017
Senior Unsecured Notes [Member]
Condensed Financial Statements, Captions [Line Items]
Subsidiary Ownership Percentage Guaranteering Notes	100.00%

XML

Consolidating Financial Information of Guarantors and Issuers Balance Sheet (Details) - USD ($) $ in Thousands	Mar. 26, 2017	Dec. 31, 2016	Mar. 27, 2016	Dec. 31, 2015
Current Assets:
Cash and cash equivalents	$ 34,242	$ 122,716	$ 64,551	$ 119,557
Receivables	28,585	35,414	33,914
Inventories	39,318	26,276	38,455
Other current assets	29,089	11,270	27,918
Total current assets	131,234	195,676	164,838
Property and equipment (net)	1,588,648	1,539,220	1,570,154
Investment In Park	0	0	0
Goodwill	179,899	179,660	214,708	210,811
Other intangibes, net	37,724	37,837	36,655
Deferred Tax Asset	0	0	0
Other Assets	20,774	20,788	17,405
Total Assets	1,958,279	1,973,181	2,003,760
Current Liabilities:
Current maturities of long-term debt	4,350	2,775	4,050
Accounts payable	44,715	20,851	34,092
Deferred revenue	116,132	82,765	105,256
Accrued interest	11,013	9,986	11,360
Accrued taxes	8,536	58,958	10,563
Accrued salaries, wages and benefits	14,427	30,358	22,441
Self-insurance reserves	25,833	27,063	24,252
Current derivative liability			46,314
Other accrued liabilities	11,619	9,927	7,196
Total current liabilities	236,625	242,683	265,524
Deferred Tax Liability	122,007	104,885	138,948
Derivative Liability	15,658	17,721	27,855
Other Liabilities	12,923	13,162	12,388
Long-Term Debt:
Revolving credit loans	85,000	0	65,000
Term debt	593,197	594,228	597,309
Notes	940,421	939,983	938,542
Total long-term debt	1,618,618	1,534,211	1,600,851
Total partners' equity	(47,552)	60,519	(41,806)
Total Partners' Equity and Liabilities	1,958,279	1,973,181	2,003,760
Cedar Fair L.P. (Parent) [Member]
Current Assets:
Cash and cash equivalents	0	0	0	77,007
Receivables	0	0	18
Inventories	0	0	0
Other current assets	74	173	77
Total current assets	74	173	95
Property and equipment (net)	0	0	0
Investment In Park	711,257	798,076	699,382
Goodwill	674	674	674
Other intangibes, net	0	0	0
Deferred Tax Asset	0	0	0
Other Assets	0	0	0
Total Assets	712,005	798,923	700,151
Current Liabilities:
Current maturities of long-term debt	0	0	0
Accounts payable	453,329	428,396	317,035
Deferred revenue	0	0	0
Accrued interest	864	4,613	1,290
Accrued taxes	1,084	405	1,935
Accrued salaries, wages and benefits	0	0	0
Self-insurance reserves	0	0	0
Current derivative liability			46,968
Other accrued liabilities	2,644	2,282	1,438
Total current liabilities	457,921	435,696	368,666
Deferred Tax Liability	0	0	0
Derivative Liability	9,395	10,633	16,713
Other Liabilities	0	0	0
Long-Term Debt:
Revolving credit loans	0		65,000
Term debt	0	0	0
Notes	292,241	292,075	291,578
Total long-term debt	292,241	292,075	356,578
Total partners' equity	(47,552)	60,519	(41,806)
Total Partners' Equity and Liabilities	712,005	798,923	700,151
Guarantor Subsidiaries Co Issuer Subsidiary Magnum [Member]
Current Assets:
Cash and cash equivalents	0	0	0	0
Receivables	1,552	1,409	2,192
Inventories	0	0	131
Other current assets	907	796	26,642
Total current assets	2,459	2,205	28,965
Property and equipment (net)	835	844	5,584
Investment In Park	852,264	937,626	904,557
Goodwill	0	0	0
Other intangibes, net	0	0	0
Deferred Tax Asset	16,616	33,303	2,920
Other Assets	2,000	2,000	14,413
Total Assets	874,174	975,978	956,439
Current Liabilities:
Current maturities of long-term debt	897	572	1,649
Accounts payable	125,934	145,258	161,288
Deferred revenue	0	0	139
Accrued interest	589	3,207	1,303
Accrued taxes	0	18,653	0
Accrued salaries, wages and benefits	13,792	29,227	21,805
Self-insurance reserves	11,397	12,490	11,417
Current derivative liability			0
Other accrued liabilities	3,907	3,018	1,125
Total current liabilities	156,516	212,425	198,726
Deferred Tax Liability	0	0	0
Derivative Liability	6,263	7,088	11,142
Other Liabilities	1,125	1,236	1,232
Long-Term Debt:
Revolving credit loans	0		0
Term debt	123,347	123,672	243,628
Notes	203,256	203,140	202,794
Total long-term debt	326,603	326,812	446,422
Total partners' equity	383,667	428,417	298,917
Total Partners' Equity and Liabilities	874,174	975,978	956,439
Co-Issuer Subsidiary (Cedar Canada) [Member]
Current Assets:
Cash and cash equivalents	29,590	65,563	38,251	39,106
Receivables	61,894	28,019	20,709
Inventories	2,008	1,371	1,920
Other current assets	3,419	2,229	2,097
Total current assets	96,911	97,182	62,977
Property and equipment (net)	176,952	175,358	186,379
Investment In Park	195,731	200,075	176,055
Goodwill	59,620	59,381	94,428
Other intangibes, net	13,306	13,255	13,384
Deferred Tax Asset	0	0	0
Other Assets	109	108	219
Total Assets	542,629	545,359	533,442
Current Liabilities:
Current maturities of long-term debt	100	64	93
Accounts payable	2,081	740	1,839
Deferred revenue	7,373	5,601	6,313
Accrued interest	7,729	2,057	7,853
Accrued taxes	0	0	1,810
Accrued salaries, wages and benefits	635	1,131	636
Self-insurance reserves	1,484	1,321	1,426
Current derivative liability			0
Other accrued liabilities	164	193	190
Total current liabilities	19,566	11,107	20,160
Deferred Tax Liability	13,273	12,838	20,003
Derivative Liability	0	0	0
Other Liabilities	0	0	0
Long-Term Debt:
Revolving credit loans	0		0
Term debt	13,576	13,598	13,660
Notes	444,924	444,768	444,170
Total long-term debt	458,500	458,366	457,830
Total partners' equity	51,290	63,048	35,449
Total Partners' Equity and Liabilities	542,629	545,359	533,442
Guarantor Subsidiaries [Member]
Current Assets:
Cash and cash equivalents	4,652	58,178	28,203	3,444
Receivables	541,622	576,975	488,005
Inventories	37,310	24,905	36,404
Other current assets	26,350	9,833	25,153
Total current assets	609,934	669,891	577,765
Property and equipment (net)	1,410,861	1,363,018	1,378,191
Investment In Park	294,228	324,282	24,194
Goodwill	119,605	119,605	119,606
Other intangibes, net	24,418	24,582	23,271
Deferred Tax Asset	0	0	0
Other Assets	18,665	18,680	2,773
Total Assets	2,477,711	2,520,058	2,125,800
Current Liabilities:
Current maturities of long-term debt	3,353	2,139	2,308
Accounts payable	39,854	18,471	32,189
Deferred revenue	108,759	77,164	98,804
Accrued interest	1,831	109	914
Accrued taxes	9,113	41,661	32,869
Accrued salaries, wages and benefits	0	0	0
Self-insurance reserves	12,952	13,252	11,409
Current derivative liability			0
Other accrued liabilities	4,904	4,434	4,443
Total current liabilities	180,766	157,230	182,936
Deferred Tax Liability	125,350	125,350	121,865
Derivative Liability	0	0	0
Other Liabilities	11,798	11,926	11,156
Long-Term Debt:
Revolving credit loans	85,000		0
Term debt	456,274	456,958	340,021
Notes	0	0	0
Total long-term debt	541,274	456,958	340,021
Total partners' equity	1,618,523	1,768,594	1,469,822
Total Partners' Equity and Liabilities	2,477,711	2,520,058	2,125,800
Consolidation, Eliminations [Member]
Current Assets:
Cash and cash equivalents	0	(1,025)	(1,903)	$ 0
Receivables	(576,483)	(570,989)	(477,010)
Inventories	0	0	0
Other current assets	(1,661)	(1,761)	(26,051)
Total current assets	(578,144)	(573,775)	(504,964)
Property and equipment (net)	0	0	0
Investment In Park	(2,053,480)	(2,260,059)	(1,804,188)
Goodwill	0	0	0
Other intangibes, net	0	0	0
Deferred Tax Asset	(16,616)	(33,303)	(2,920)
Other Assets	0	0	0
Total Assets	(2,648,240)	(2,867,137)	(2,312,072)
Current Liabilities:
Current maturities of long-term debt	0	0	0
Accounts payable	(576,483)	(572,014)	(478,259)
Deferred revenue	0	0	0
Accrued interest	0	0	0
Accrued taxes	(1,661)	(1,761)	(26,051)
Accrued salaries, wages and benefits	0	0	0
Self-insurance reserves	0		0
Current derivative liability			(654)
Other accrued liabilities	0	0	0
Total current liabilities	(578,144)	(573,775)	(504,964)
Deferred Tax Liability	(16,616)	(33,303)	(2,920)
Derivative Liability	0	0	0
Other Liabilities	0	0	0
Long-Term Debt:
Revolving credit loans	0		0
Term debt	0	0	0
Notes	0	0	0
Total long-term debt	0	0	0
Total partners' equity	(2,053,480)	(2,260,059)	(1,804,188)
Total Partners' Equity and Liabilities	$ (2,648,240)	$ (2,867,137)	$ (2,312,072)

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Consolidating Financial Information of Guarantors and Issuers Income Statement (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 26, 2017	Mar. 27, 2016
Condensed Financial Statements, Captions [Line Items]
Net revenues	$ 48,318	$ 58,438
Costs and expenses:
Cost of food, merchandise, and games revenues	5,480	6,237
Operating expenses	84,289	84,604
Selling, general and administrative	27,619	25,612
Depreciation and amortization	5,365	5,191
Loss on impairment / retirement of fixed assets, net	1,526	2,612
Total costs and expenses	124,279	124,256
Operating loss	(75,961)	(65,818)
Interest expense (income), net	18,882	19,769
Net effect of swaps	301	1,842
Unrealized / realized foreign currency (gain) loss	(2,671)	(19,561)
Other (income) expense	0	0
Income from investment in affiliates	0	0
Loss before taxes	(92,473)	(67,868)
Benefit for taxes	(27,719)	(19,382)
Net loss	(64,754)	(48,486)
Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment	(660)	(4,395)
Unrealized gain (loss) on cash flow hedging derivatives	1,994	(2,631)
Other comprehensive income (loss), (net of tax)	1,334	(7,026)
Total comprehensive loss	(63,420)	(55,512)
Cedar Fair L.P. (Parent) [Member]
Condensed Financial Statements, Captions [Line Items]
Net revenues	(6,138)	(2,500)
Costs and expenses:
Cost of food, merchandise, and games revenues	0	0
Operating expenses	0	10
Selling, general and administrative	894	894
Depreciation and amortization	0	0
Loss on impairment / retirement of fixed assets, net	0	0
Total costs and expenses	894	904
Operating loss	(7,032)	(3,404)
Interest expense (income), net	8,169	8,038
Net effect of swaps	150	1,442
Unrealized / realized foreign currency (gain) loss	0	0
Other (income) expense	62	62
Income from investment in affiliates	48,666	34,681
Loss before taxes	(64,079)	(47,627)
Benefit for taxes	675	859
Net loss	(64,754)	(48,486)
Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment	(660)	(4,395)
Unrealized gain (loss) on cash flow hedging derivatives	1,994	(2,631)
Other comprehensive income (loss), (net of tax)	1,334	(7,026)
Total comprehensive loss	(63,420)	(55,512)
Guarantor Subsidiaries Co Issuer Subsidiary Magnum [Member]
Condensed Financial Statements, Captions [Line Items]
Net revenues	(291)	7,841
Costs and expenses:
Cost of food, merchandise, and games revenues	0	0
Operating expenses	40,592	39,978
Selling, general and administrative	14,495	13,186
Depreciation and amortization	8	9
Loss on impairment / retirement of fixed assets, net	0	0
Total costs and expenses	55,095	53,173
Operating loss	(55,386)	(45,332)
Interest expense (income), net	5,308	6,445
Net effect of swaps	151	400
Unrealized / realized foreign currency (gain) loss	0	0
Other (income) expense	(15,264)	(19,371)
Income from investment in affiliates	20,604	14,144
Loss before taxes	(66,185)	(46,950)
Benefit for taxes	(17,519)	(12,270)
Net loss	(48,666)	(34,680)
Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment	0	0
Unrealized gain (loss) on cash flow hedging derivatives	605	(756)
Other comprehensive income (loss), (net of tax)	605	(756)
Total comprehensive loss	(48,061)	(35,436)
Co-Issuer Subsidiary (Cedar Canada) [Member]
Condensed Financial Statements, Captions [Line Items]
Net revenues	353	119
Costs and expenses:
Cost of food, merchandise, and games revenues	0	(2)
Operating expenses	5,304	5,277
Selling, general and administrative	746	763
Depreciation and amortization	2	0
Loss on impairment / retirement of fixed assets, net	445	21
Total costs and expenses	6,497	6,059
Operating loss	(6,144)	(5,940)
Interest expense (income), net	5,905	6,036
Net effect of swaps	0	0
Unrealized / realized foreign currency (gain) loss	(2,671)	(19,561)
Other (income) expense	657	874
Income from investment in affiliates	4,344	3,475
Loss before taxes	(14,379)	3,236
Benefit for taxes	(3,276)	2,510
Net loss	(11,103)	726
Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment	(660)	(4,395)
Unrealized gain (loss) on cash flow hedging derivatives	0	0
Other comprehensive income (loss), (net of tax)	(660)	(4,395)
Total comprehensive loss	(11,763)	(3,669)
Guarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Net revenues	45,296	58,317
Costs and expenses:
Cost of food, merchandise, and games revenues	5,480	6,239
Operating expenses	29,295	44,678
Selling, general and administrative	11,484	10,769
Depreciation and amortization	5,355	5,182
Loss on impairment / retirement of fixed assets, net	1,081	2,591
Total costs and expenses	52,695	69,459
Operating loss	(7,399)	(11,142)
Interest expense (income), net	(500)	(750)
Net effect of swaps	0	0
Unrealized / realized foreign currency (gain) loss	0	0
Other (income) expense	14,545	18,435
Income from investment in affiliates	11,097	(725)
Loss before taxes	(32,541)	(28,102)
Benefit for taxes	(7,599)	(10,481)
Net loss	(24,942)	(17,621)
Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment	0	0
Unrealized gain (loss) on cash flow hedging derivatives	0	0
Other comprehensive income (loss), (net of tax)	0	0
Total comprehensive loss	(24,942)	(17,621)
Consolidation, Eliminations [Member]
Condensed Financial Statements, Captions [Line Items]
Net revenues	9,098	(5,339)
Costs and expenses:
Cost of food, merchandise, and games revenues	0	0
Operating expenses	9,098	(5,339)
Selling, general and administrative	0	0
Depreciation and amortization	0	0
Loss on impairment / retirement of fixed assets, net	0	0
Total costs and expenses	9,098	(5,339)
Operating loss	0	0
Interest expense (income), net	0	0
Net effect of swaps	0	0
Unrealized / realized foreign currency (gain) loss	0	0
Other (income) expense	0	0
Income from investment in affiliates	(84,711)	(51,575)
Loss before taxes	84,711	51,575
Benefit for taxes	0	0
Net loss	84,711	51,575
Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment	660	4,395
Unrealized gain (loss) on cash flow hedging derivatives	(605)	756
Other comprehensive income (loss), (net of tax)	55	5,151
Total comprehensive loss	$ 84,766	$ 56,726

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Consolidating Financial Information of Guarantors and Issuers Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 26, 2017	Mar. 27, 2016
Condensed Financial Statements, Captions [Line Items]
NET CASH FROM (FOR) OPERATING ACTIVITIES	$ (73,984)	$ (66,933)
CASH FLOWS FOR INVESTING ACTIVITIES
Intercompany receivables (payments) receipts	0	0
Payments to Acquire Intangible Assets	(10)	0
Capital expenditures	(48,455)	(52,221)
Net cash for investing activities	(48,465)	(52,221)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on revolving credit loans	85,000	65,000
Distributions paid to partners	(48,135)	0
Intercompany payables (payments) receipts	0	0
Tax effect of units involved in treasury unit transactions	(1,369)	(1,549)
Payments Related to Tax Withholding for Share-based Compensation	(1,904)	(909)
Net cash from financing activities	33,592	62,542
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	383	1,606
CASH AND CASH EQUIVALENTS
Net increase (decrease) for the period	(88,474)	(55,006)
Balance, beginning of period	122,716	119,557
Balance, end of period	34,242	64,551
Cedar Fair L.P. (Parent) [Member]
Condensed Financial Statements, Captions [Line Items]
NET CASH FROM (FOR) OPERATING ACTIVITIES	23,702	(25,319)
CASH FLOWS FOR INVESTING ACTIVITIES
Intercompany receivables (payments) receipts	0	0
Payments to Acquire Intangible Assets	0
Capital expenditures	0	0
Net cash for investing activities	0	0
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on revolving credit loans	0	65,000
Distributions paid to partners	(48,651)
Intercompany payables (payments) receipts	24,949	(116,688)
Tax effect of units involved in treasury unit transactions	0	0
Payments Related to Tax Withholding for Share-based Compensation	0	0
Net cash from financing activities	(23,702)	(51,688)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	0	0
CASH AND CASH EQUIVALENTS
Net increase (decrease) for the period	0	(77,007)
Balance, beginning of period	0	77,007
Balance, end of period	0	0
Guarantor Subsidiaries Co Issuer Subsidiary Magnum [Member]
Condensed Financial Statements, Captions [Line Items]
NET CASH FROM (FOR) OPERATING ACTIVITIES	56,496	(51,142)
CASH FLOWS FOR INVESTING ACTIVITIES
Intercompany receivables (payments) receipts	0	0
Payments to Acquire Intangible Assets	0
Capital expenditures	0	0
Net cash for investing activities	0	0
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on revolving credit loans	0	0
Distributions paid to partners	0
Intercompany payables (payments) receipts	(53,223)	53,600
Tax effect of units involved in treasury unit transactions	(1,369)	(1,549)
Payments Related to Tax Withholding for Share-based Compensation	(1,904)	(909)
Net cash from financing activities	(56,496)	51,142
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	0	0
CASH AND CASH EQUIVALENTS
Net increase (decrease) for the period	0	0
Balance, beginning of period	0	0
Balance, end of period	0	0
Co-Issuer Subsidiary (Cedar Canada) [Member]
Condensed Financial Statements, Captions [Line Items]
NET CASH FROM (FOR) OPERATING ACTIVITIES	(35,208)	(214)
CASH FLOWS FOR INVESTING ACTIVITIES
Intercompany receivables (payments) receipts	0	0
Payments to Acquire Intangible Assets	0
Capital expenditures	(1,148)	(2,247)
Net cash for investing activities	(1,148)	(2,247)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on revolving credit loans	0	0
Distributions paid to partners	0
Intercompany payables (payments) receipts	0	0
Tax effect of units involved in treasury unit transactions	0	0
Payments Related to Tax Withholding for Share-based Compensation	0	0
Net cash from financing activities	0	0
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	383	1,606
CASH AND CASH EQUIVALENTS
Net increase (decrease) for the period	(35,973)	(855)
Balance, beginning of period	65,563	39,106
Balance, end of period	29,590	38,251
Guarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
NET CASH FROM (FOR) OPERATING ACTIVITIES	(119,483)	11,645
CASH FLOWS FOR INVESTING ACTIVITIES
Intercompany receivables (payments) receipts	28,274	63,088
Payments to Acquire Intangible Assets	(10)
Capital expenditures	(47,307)	(49,974)
Net cash for investing activities	(19,043)	13,114
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on revolving credit loans	85,000	0
Distributions paid to partners	0
Intercompany payables (payments) receipts	0	0
Tax effect of units involved in treasury unit transactions	0	0
Payments Related to Tax Withholding for Share-based Compensation	0	0
Net cash from financing activities	85,000	0
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	0	0
CASH AND CASH EQUIVALENTS
Net increase (decrease) for the period	(53,526)	24,759
Balance, beginning of period	58,178	3,444
Balance, end of period	4,652	28,203
Consolidation, Eliminations [Member]
Condensed Financial Statements, Captions [Line Items]
NET CASH FROM (FOR) OPERATING ACTIVITIES	509	(1,903)
CASH FLOWS FOR INVESTING ACTIVITIES
Intercompany receivables (payments) receipts	(28,274)	(63,088)
Payments to Acquire Intangible Assets	0
Capital expenditures	0	0
Net cash for investing activities	(28,274)	(63,088)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on revolving credit loans	0	0
Distributions paid to partners	516
Intercompany payables (payments) receipts	28,274	63,088
Tax effect of units involved in treasury unit transactions	0	0
Payments Related to Tax Withholding for Share-based Compensation	0	0
Net cash from financing activities	28,790	63,088
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	0	0
CASH AND CASH EQUIVALENTS
Net increase (decrease) for the period	1,025	(1,903)
Balance, beginning of period	(1,025)	0
Balance, end of period	$ 0	$ (1,903)

XML

Subsequent Event (Details) - USD ($)		1 Months Ended	3 Months Ended
	Apr. 13, 2017	Mar. 31, 2013	Jun. 25, 2017	Mar. 26, 2017
2013 Credit Agreement [Member]
Subsequent Event [Line Items]
Debt instrument, face amount		$ 885,000,000
2013 Credit Agreement [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Gain (loss) on extinguishment of debt			$ 23,100,000
Senior Unsecured Notes [Member] | April 2017 Notes [Member]
Subsequent Event [Line Items]
Redemption percentage of original face amount				100.00%
Senior Unsecured Notes [Member] | April 2017 Notes [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Debt instrument, face amount	$ 500,000,000
Interest rate, stated percentage	5.375%
Redemption price, percentage	35.00%
Early call date, premium price, percentage	105.375%
Senior Unsecured Notes [Member] | Notes Payable Due 2021 [Member]
Subsequent Event [Line Items]
Debt instrument, face amount		$ 500,000,000
Interest rate, stated percentage				5.25%
Redemption price, percentage		102.625%
Senior Secured Term Loan [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Quarterly amortization percentage	0.25%
Periodic principal payment	$ 7,500,000
Effective interest rate percentage	2.25%
Senior Secured Term Loan [Member] | 2017 Credit Agreement [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Debt instrument, face amount	$ 750,000,000
Debt instrument, term (in years)	7 years
Senior Secured Term Loan [Member] | 2013 Credit Agreement [Member]
Subsequent Event [Line Items]
Debt instrument, face amount		$ 630,000,000
Senior Secured Revolving Credit Facility [Member] | 2017 Credit Agreement [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Debt instrument, face amount	$ 275,000,000
Debt instrument, term (in years)	5 years
Commitment fee percentage	0.38%
Senior Secured Revolving Credit Facility [Member] | 2013 Credit Agreement [Member]
Subsequent Event [Line Items]
Debt instrument, face amount		$ 255,000,000
Canadian Revolving Credit Facility CAD and USD [Member] | 2017 Credit Agreement [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Interest rate margin over LIBOR	2.00%
Canadian Revolving Credit Facility CAD and USD [Member] | 2013 Credit Agreement [Member]
Subsequent Event [Line Items]
Interest rate margin over LIBOR		2.25%
Canadian Revolving Credit Facility [Member] | 2013 Credit Agreement [Member]
Subsequent Event [Line Items]
Maximum borrowing capacity		$ 15,000,000
Canadian Revolving Credit Facility [Member] | 2013 Credit Agreement [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Debt issuance costs	$ 7,600,000
Amortization of debt issuance costs	$ 15,500,000