10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

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

for the quarterly period ended March 31, 2018 or

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

for the transition period from to

Commission file number: 1-13703

SIX FLAGS ENTERTAINMENT CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ý  No o

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

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:  At April 20, 2018, Six Flags Entertainment Corporation had 83,544,151 outstanding shares of common stock, par value $0.025 per share.

SIX FLAGS ENTERTAINMENT CORPORATION

FORM 10-Q

INDEX

Cautionary Note Regarding Forward-Looking Statements		1
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of March 31, 2018 (unaudited) and December 31, 2017	2
	Condensed Consolidated Statements of Operations (unaudited) for the Three Months Ended March 31, 2018 and 2017	3
	Condensed Consolidated Statements of Comprehensive Loss (unaudited) for the Three Months Ended March 31, 2018 and 2017	4
	Condensed Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended March 31, 2018 and 2017	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 6.	Exhibits and Exhibits Index	29
Signatures

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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

• inability to achieve desired improvements and our aspirational financial performance goals;

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

• general financial and credit market conditions;

• economic conditions (including customer spending patterns);

• changes in public and consumer tastes;

• construction delays in capital improvements or ride downtime;

• competition with other theme parks and entertainment alternatives;

• dependence on a seasonal workforce;

• unionization activities and labor disputes;

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

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

• cyber security risks; and

• other factors described in "Item 1A. Risk Factors" set forth in our Annual Report on Form 10-K for the year ended December 31, 2017 (the "2017 Annual Report").

A more complete discussion of these factors and other risks applicable to our business is contained in "Part I, Item 1A. Risk Factors" of the 2017 Annual Report. All forward-looking statements in this Quarterly Report, or that are made on our behalf by our directors, officers or employees related to the information contained herein, apply only as of the date of this Quarterly Report or as of the date they were made. While we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will be realized and actual results could vary materially. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation, except as required by applicable law, to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.

Available Information

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

*              *              *              *              *

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

1

PART I — FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

SIX FLAGS ENTERTAINMENT CORPORATION

Condensed Consolidated Balance Sheets

(Unaudited)

	As of
	March 31, 2018			December 31, 2017
(Amounts in thousands, except share data)	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	33,055		$	77,496
Accounts receivable, net	58,927			72,693
Inventories	36,162			24,960
Prepaid expenses and other current assets	61,038			45,923
Total current assets	189,182			221,072
Property and equipment, net:
Property and equipment, at cost	2,138,051			2,095,887
Accumulated depreciation	(878,410		)	(857,930		)
Total property and equipment, net	1,259,641			1,237,957
Other assets:
Debt issuance costs	2,691			2,991
Deposits and other assets	11,284			12,821
Goodwill	630,248			630,248
Intangible assets, net of accumulated amortization of $20,260 and $19,584 as of March 31, 2018 and December 31, 2017, respectively	350,945			351,587
Total other assets	995,168			997,647
Total assets	$	2,443,991		$	2,456,676
LIABILITIES AND DEFICIT
Current liabilities:
Accounts payable	$	51,564		$	28,998
Accrued compensation, payroll taxes and benefits	23,060			26,576
Accrued insurance reserves	38,074			39,347
Accrued interest payable	21,254			26,288
Other accrued liabilities	34,352			34,617
Deferred revenue	182,268			142,014
Short-term borrowings	155,000			—
Total current liabilities	505,572			297,840
Noncurrent liabilities:
Long-term debt	2,021,675			2,021,178
Other long-term liabilities	38,074			41,488
Deferred income taxes	82,414			106,851
Total noncurrent liabilities	2,142,163			2,169,517
Total liabilities	2,647,735			2,467,357
Redeemable noncontrolling interests	494,431			494,431
Stockholders' deficit:
Preferred stock, $1.00 par value	—			—
Common stock, $0.025 par value, 140,000,000 shares authorized; 83,536,352 and 84,488,433 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively	2,088			2,112
Capital in excess of par value	1,091,755			1,086,265
Accumulated deficit	(1,723,804		)	(1,529,608		)
Accumulated other comprehensive loss, net of tax	(68,214		)	(63,881		)
Total stockholders' deficit	(698,175		)	(505,112		)
Total liabilities and deficit	$	2,443,991		$	2,456,676

See accompanying notes to unaudited condensed consolidated financial statements.

2

SIX FLAGS ENTERTAINMENT CORPORATION

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended
(Amounts in thousands, except per share data)	March 31, 2018			March 31, 2017
Theme park admissions	$	66,321		$	50,948
Theme park food, merchandise and other	42,246			31,160
Sponsorship, licensing and other fees	16,092			13,290
Accommodations revenue	4,305			4,130
Total revenues	128,964			99,528
Operating expenses (excluding depreciation and amortization shown separately below)	102,500			92,900
Selling, general and administrative expenses (including stock-based compensation of $4,553 and $11,990 in 2018 and 2017, respectively, and excluding depreciation and amortization shown separately below)	40,938			46,973
Costs of products sold	10,463			7,581
Other net periodic pension benefit	(1,277		)	(846		)
Depreciation	28,018			26,643
Amortization	611			648
Loss on disposal of assets	1,911			670
Interest expense	26,122			21,217
Interest income	(237		)	(216		)
Other expense (income), net	1,935			(903		)
Loss before income taxes	(82,020		)	(95,139		)
Income tax benefit	(19,675		)	(37,591		)
Net loss	$	(62,345	)	$	(57,548	)
Weighted-average common shares outstanding — basic and diluted:	84,457			91,151
Net loss per average common share outstanding — basic and diluted:	$	(0.74	)	$	(0.63	)
Cash dividends declared per common share	$	0.78		$	0.64

See accompanying notes to unaudited condensed consolidated financial statements.

3

SIX FLAGS ENTERTAINMENT CORPORATION

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited)

	Three Months Ended
(Amounts in thousands)	March 31, 2018			March 31, 2017
Net loss	$	(62,345	)	$	(57,548	)
Other comprehensive income, net of tax:
Foreign currency translation adjustment (1)	4,973			2,898
Defined benefit retirement plan (2)	133			129
Change in cash flow hedging (3)	—			214
Other comprehensive income, net of tax	5,106			3,241
Comprehensive loss	$	(57,239	)	$	(54,307	)

(1) Foreign currency translation adjustment is presented net of tax expense of $1.3 million and $1.6 million for the three months ended March 31, 2018andMarch 31, 2017, respectively.

(2) Defined benefit retirement plan is presented net of nominal tax expense for the three months ended March 31, 2018 and net of tax expense of $0.1 million for the three months ended March 31, 2017.

(3) Change in cash flow hedging is presented net of tax expense of $0.1 million for the three months ended March 31, 2017.

See accompanying notes to unaudited condensed consolidated financial statements.

4

SIX FLAGS ENTERTAINMENT CORPORATION

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended
(Amounts in thousands)	March 31, 2018			March 31, 2017
Cash flows from operating activities:
Net loss	$	(62,345	)	$	(57,548	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	28,629			27,291
Stock-based compensation	4,553			11,990
Interest accretion on notes payable	335			92
Amortization of debt issuance costs	962			1,171
Other, including loss (gain) on disposal of assets	3,820			(1,404		)
Decrease in accounts receivable	14,253			14,276
Increase in inventories, prepaid expenses and other current assets	(25,715		)	(24,703		)
Decrease (increase) in deposits and other assets	1,550			(1,390		)
Increase in accounts payable, deferred revenue, accrued liabilities and other long-term liabilities	42,950			24,911
Decrease in accrued interest payable	(5,034		)	(16,036		)
Deferred income taxes	(26,765		)	(39,238		)
Net cash used in operating activities	(22,807		)	(60,588		)
Cash flows from investing activities:
Additions to property and equipment	(42,483		)	(51,634		)
Purchase of restricted-use investments, net	—			(162		)
Proceeds from sale of assets	18			10
Net cash used in investing activities	(42,465		)	(51,786		)
Cash flow from financing activities:
Repayment of borrowings	(7,000		)	(10,151		)
Proceeds from borrowings	162,000			70,000
Payment of debt issuance costs	(500		)	—
Payment of cash dividends	(66,024		)	(58,546		)
Proceeds from issuance of common stock	11,389			21,463
Stock repurchases	(80,941		)	(20,000		)
Net cash provided by financing activities	18,924			2,766
Effect of exchange rate on cash	1,907			3,224
Net decrease in cash and cash equivalents	(44,441		)	(106,384		)
Cash and cash equivalents at beginning of period	77,496			137,385
Cash and cash equivalents at end of period	$	33,055		$	31,001
Supplemental cash flow information
Cash paid for interest	$	29,859		$	35,990
Cash paid for income taxes	$	6,994		$	2,662

See accompanying notes to unaudited condensed consolidated financial statements.

5

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. General — Basis of Presentation

We own and operate regional theme parks and waterparks and are the largest regional theme park operator in the world. Of the 20 parks we currently own or operate, 17 parks are located in the United States, two are located in Mexico and one is located in Montreal, Canada. We are also involved in the development of Six Flags-branded theme parks outside of North America.

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

"Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" contains a discussion of our results of operations and our financial position and should be read in conjunction with the unaudited condensed consolidated financial statements and notes. The 2017 Annual Report includes additional information about us, our operations and our financial position, and should be referred to in conjunction with this Quarterly Report. The information furnished in this Quarterly Report reflects all normal and recurring adjustments that are, in the opinion of management, necessary to present a fair statement of the results for the periods presented.

Results of operations for the three months ended March 31, 2018 are not indicative of the results expected for the full year. In particular, our park operations contribute a substantial majority of their annual revenue during the period from Memorial Day to Labor Day each year, while expenses are incurred year-round.

a. Consolidated U.S. GAAP Presentation

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

The unaudited condensed consolidated financial statements include our accounts and the accounts of our wholly owned subsidiaries. We also consolidate the partnerships that own Six Flags Over Texas ("SFOT") and Six Flags Over Georgia (including Six Flags White Water Atlanta) ("SFOG", and together with SFOT, the "Partnership Parks") as subsidiaries in our unaudited condensed consolidated financial statements, as we have determined that we have the power to direct the activities of those entities that most significantly impact the entities' economic performance and we have the obligation to absorb losses and receive benefits from the entities that can be potentially significant to these entities. The equity interests owned by non-affiliated parties in the Partnership Parks are reflected in the accompanying unaudited condensed consolidated balance sheets as redeemable noncontrolling interests. See Note 6 for further discussion.

b. Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, including net operating loss and other tax carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. We recorded a valuation allowance of $111.2 million and $113.5 million as of March 31, 2018 and December 31, 2017, respectively, due to uncertainties related to our ability to utilize some of our deferred tax assets, primarily consisting of certain state net operating loss and other tax carryforwards, before they expire. The valuation allowance was based on our estimates of taxable income by jurisdiction in which we operate and the period over which our deferred tax assets were recoverable. Our projected taxable income over the foreseeable future gives us comfort that we will be able to utilize all of our federal net operating loss carryforwards before they expire.

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

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

6

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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

We classify interest and penalties attributable to income taxes as part of income tax expense. As of March 31, 2018 and December 31, 2017, we had no recorded amounts for accrued interest or penalties.

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

In December 2017, the Tax Cuts and Jobs Act of 2017 (the "Tax Act") was signed into law making significant changes to the Internal Revenue Code. The changes include, but are not limited to, a U.S. corporate tax rate decrease from 35% to 21%, the transition of U.S. international taxation from a worldwide tax system to a territorial system, allowing for immediate expensing of certain qualified property, modifications to many business deductions and credits, and providing various tax incentives. On December 22, 2017, Staff Accounting Bulletin No. 118 ("SAB 118") was issued to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. SAB 118 provides that in these cases a registrant should continue to apply Financial Accounting Standards Board ("FASB") Accounting Standards Update No. 2009-06, Income Taxes ("Topic 740") based on the provisions of the tax laws that were in effect immediately prior to the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for registrants to complete the accounting under Topic 740. While we were able to make reasonable estimates of the impact of the changes to Section 162(m) of the Internal Revenue Code on our tax provision for the year ended December 31, 2017, the final impact of the Tax Act may differ from these estimates, due to, among other things, changes in our interpretations of and assumptions under the Tax Act, and additional guidance that may be issued by the Internal Revenue Service. As a result, we will continue to gather additional information to determine the final impact of these changes. Additionally, due to the complexity of the Tax Act as it relates to global intangible low taxed income (“GILTI”), we are continuing to evaluate how the income tax provision will be accounted for under U.S. GAAP wherein companies are permitted to make an accounting policy election to either (i) accounting for GILTI as a component of tax expense in the period in which the company is subject to the rules, or (ii) accounting for GILTI in the company’s measurement of deferred taxes. Currently, we have not elected a method and will only do so after we complete our analysis of the GILTI provisions.

c. Long-Lived Assets

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

d. Derivative Instruments and Hedging Activities

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

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

Changes in the fair value of interest rate derivatives that were effective and that were designated and qualified as cash flow hedges were recorded in other comprehensive income (loss) until operations were affected by the variability in cash flows of the designated hedged item, at which point they were reclassified to interest expense. Changes in the fair value of derivatives

7

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

that did not qualify for hedge accounting or that were de-designated were recorded in other expense, net in the unaudited condensed consolidated statements of operations.

In April 2014, we entered into three separate interest rate swap agreements (collectively, the "Interest Rate Swap Agreements") with an aggregate notional amount of $200.0 million to mitigate the risk of an increase in the LIBOR interest rate above the 0.75% minimum LIBOR rate in effect on the Term Loan B (as defined in "Item 1. Financial Statements – Notes to Consolidated Financial Statements (Unaudited) – Note 3" in this Quarterly Report). The term of the Interest Rate Swap Agreements began in June 2014 and expired in December 2017. The Interest Rate Swap Agreements served as economic hedges and provided protection against rising interest rates. Upon execution, we designated and documented the Interest Rate Swap Agreements as cash flow hedges. On March 31, 2017, the Interest Rate Swap Agreements were de-designated due to a change in the forecasted borrowings. Subsequent to the de-designation, the amounts recorded in accumulated other comprehensive income (loss) ("AOCI") were fully amortized into earnings through the original December 2017 maturity date, and we hold no derivative instruments recorded at fair value in our unaudited and audited condensed consolidated balance sheets as of March 31, 2018 and December 31, 2017, respectively.

There were no gains or losses before taxes on derivatives designated as cash flow hedges included in our unaudited condensed consolidated statements of operations for the three months ended March 31, 2018. Gains and losses before taxes on derivatives designated as cash flow hedges included in our unaudited condensed consolidated statements of operations for the three months ended March 31, 2017 included $0.1 million of gain recognized in AOCI (effective portion), $0.3 million of loss reclassified from AOCI into operations (effective portion), and a nominal amount of gain recognized in operations for derivatives (ineffective portion and amount excluded from effectiveness testing), respectively.

e. Earnings (Loss) Per Common Share

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

We incurred a net loss for the three months ended March 31, 2018 and March 31, 2017, therefore, diluted shares outstanding equaled basic shares outstanding. The computation of diluted earnings per share excluded the effect of 5,223,000 and 5,181,000 antidilutive stock options for the three months ended March 31, 2018 and March 31, 2017, respectively.

f. Fair Value of Financial Instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. We use a market approach for our recurring fair value measurements, and we endeavor to use the best information available. Accordingly, valuation techniques that maximize the use of observable impacts are favored. We present the estimated fair values and classifications of our financial instruments in accordance with FASB ASC Topic 820, Fair Value Measurement.

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

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

• The measurement of the fair value of long-term debt is based on market prices that generally are observable for similar liabilities at commonly quoted intervals and is considered a Level 2 fair value measurement. Refer to Note 3 for additional information.

g. Stock Benefit Plans

Pursuant to the Six Flags Entertainment Corporation Long-Term Incentive Plan (the "Long-Term Incentive Plan"), Holdings may grant stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, deferred stock units, performance and cash-settled awards and dividend equivalent rights ("DERs") to select employees, officers, directors and consultants of Holdings and its affiliates. In May 2017 and May 2015, our stockholders approved amendments to the Long-Term Incentive Plan that increased the number of shares available for issuance under the Long-Term Incentive Plan by 4,000,000 shares and 5,000,000 shares, respectively.

8

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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

During the year ended December 31, 2014, a performance award was established based on our goal to achieve "Modified EBITDA" of $600 million by 2017 (the "Project 600 Performance Award"). "Modified EBITDA" is defined as the Company's consolidated income from continuing operations excluding the cumulative effect of changes in accounting principles; discontinued operations gains or losses; income tax expense or benefit; restructure costs or recoveries; reorganization items (net); other income or expense; gain or loss on early extinguishment of debt; equity in income or loss of investees; interest expense (net); gain or loss on disposal of assets; gain or loss on the sale of investees; amortization; depreciation; stock-based compensation; and fresh start accounting valuation adjustments. The compensation committee of Holdings' Board of Directors determined that, since the incremental investment in the new waterpark in Mexico was not planned when the Project 600 Performance Award goal was determined, the Project 600 Performance Award goal would be increased by an amount based on the Company’s cost of capital times the incremental investment, prorated for the number of months in 2017 the waterpark was open less pre-opening expenses incurred in 2017. On this basis, the Project 600 Performance Award goal was increased by $1.1 million to $601.1 million. We currently recognize stock-based compensation expense based on the probable late achievement of the Project 600 Performance Award in 2018, which would result in the award of half of the aggregate number of shares, or approximately 1,122,000 shares, plus associated dividend equivalent rights ("DERs").

The following table summarizes stock-based compensation expense related to the Project 600 Performance Award and related DERs for the three months ended March 31, 2018 and March 31, 2017:

	Three Months Ended
(Amounts in thousands)	March 31, 2018		March 31, 2017
Project 600 Performance Award	$	288	$	8,547
Project 600 Performance Award - DERs	724		754
Total Project 600 Performance Award Expense	$	1,012	$	9,301

In total, we have recognized $55.2 million and $8.4 million in stock-based compensation expense related to the Project 600 Performance Award and associated DERs, respectively, since we began recognizing stock-based compensation expense for this award during the third quarter of 2016. Based on the closing market price of Holdings' common stock on the last trading day of the quarter ended March 31, 2018, the total unrecognized compensation expense related to the Project 600 Performance Award was $14.7 million, plus approximately $3.2 million for the associated DERs, which will be recognized over the remaining service period.

During the three months ended March 31, 2018 and March 31, 2017, stock-based compensation expense consisted of the following: 

	Three Months Ended
(Amounts in thousands)	March 31, 2018		March 31, 2017
Long-Term Incentive Plan	$	4,478	$	11,890
Employee Stock Purchase Plan	75		100
Total Stock-Based Compensation	$	4,553	$	11,990

As of March 31, 2018, options to purchase approximately 5,223,000 shares of common stock of Holdings and approximately 14,000 shares of restricted stock or restricted stock units were outstanding under the Long-Term Incentive Plan, and approximately 5,126,000 shares were available for future grant.

h. Revenue Recognition

We recognize revenue upon admission into our parks, provision of our services, or when products are delivered to our guests. Revenues are presented in the accompanying consolidated statements of operations net of sales taxes collected from our guests that are remitted or payable to government taxing authorities. In contrast to our season pass and other multi-use offerings (such as our all-season dining pass program, which enables season pass holders and members to eat meals and snacks any day they visit the park for one upfront payment) that expire at the end of each operating season, the membership program continues on a month-to-month basis after the initial twelve-month membership term and can be canceled any time after the initial term pursuant to the terms of the membership program. Guests enrolled in the membership program can visit our parks an unlimited number of times anytime the parks are open as long as the guest remains enrolled in the membership program. For season passes, memberships in the initial twelve-month term and other multi-use admissions, we estimate a redemption rate based on

9

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

historical experience and other factors and assumptions we believe to be customary and reasonable and recognize a pro-rata portion of the revenue as the guest attends our parks. We review the estimated redemption rate regularly and on an ongoing basis and revise it as necessary throughout the year. Amounts received for multi-use admissions in excess of redemptions are recognized in deferred revenue. For active memberships after the initial twelve-month term, we recognize revenue monthly as payments are received. As of March 31, 2018, deferred revenue was primarily comprised of (i) unredeemed season pass and all-season dining pass revenue, (ii) pre-sold single-day admissions revenue for the current operating season, (iii) unredeemed portions of the membership program that will primarily be recognized in 2018 and (iv) sponsorship and licensing revenues that will primarily be recognized in 2018.

We have entered into multiple agreements to assist third parties in the planning, design, development and operation of Six Flags-branded theme parks outside of North America. Pursuant to these agreements, we provide exclusivity, brand licensing and other services to assist in the design, development and project management of Six Flags-branded theme parks, as well as initial and ongoing management services. We recognize revenue under these agreements over the relevant service period of each performance obligation based on its relative selling price, as determined by our best estimate of selling price. We review the service period of each performance obligation on an ongoing basis and revise it as necessary throughout the year. Revisions to the relevant service periods of the performance obligations may result in revisions to revenue in future periods and are recognized in the period in which the change is identified.

On January 1, 2018, we adopted FASB ASC 606, Revenue from Contracts with Customers (together with the series of Accounting Standards Updates described in the first paragraph under "Recently Adopted Accounting Pronouncements" below, "Topic 606") using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under FASB ASC 605, Revenue Recognition ("Topic 605"). See Note 2 for additional information.

i. Accounts Receivable, Net

Accounts receivable are reported at net realizable value and consist primarily of amounts due from guests for the sale of group outings and multi-use admission products, such as season passes and the membership program. We are not exposed to a significant concentration of credit risk; however, based on the age of the receivables, our historical experience and other factors and assumptions we believe to be customary and reasonable, we record an allowance for doubtful accounts. As of March 31, 2018 and December 31, 2017, we have recorded an allowance for doubtful accounts of $6.8 million and $4.2 million, respectively, which is primarily comprised of estimated defaults under our membership plans. To the extent that our membership plans have not been recognized in revenue, the allowance for doubtful accounts recorded against our membership plans is offset with a corresponding reduction in deferred revenue.

j. Recently Adopted Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). The amendments in ASU 2014-09 provide for a single, principles-based model for revenue recognition that replaces the existing revenue recognition guidance. In August 2015, the FASB issued Accounting Standards Update 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date ("ASU 2015-14"), to defer the effective date of ASU 2014-09 for one year. Therefore, the new guidance is effective for annual and interim periods beginning after December 15, 2017, and replaced most existing revenue recognition guidance under U.S. GAAP. In March and April 2016, the FASB issued Accounting Standards Update No. 2016-08 and No. 2016-10, Revenue from Contracts with Customers (Topic 606) and Principal versus Agent Considerations and Identifying Performance Obligations and Licensing, respectively (together, "ASU 2016-08/10"). The amendments in ASU 2016-08/10 state that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The effective date and transition requirements for the amendments in ASU 2016-08/10 are the same as the effective date and transition requirements in ASU 2015-14. ASU 2016 08/10 permits the use of either a retrospective or cumulative effect transition method, and early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. On January 1, 2018, we adopted Topic 606 using the modified retrospective transition method applied to those contracts with customers which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under FASB ASC 605, Revenue Recognition ("Topic 605"). Refer to Note 2 for additional information.

10

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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

• debt prepayment or debt extinguishment costs;

• settlement of zero-coupon bonds;

• contingent consideration payments made after a business combination;

• proceeds from the settlement of insurance claims;

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

• distributions received from equity method investees;

• beneficial interests in securitization transactions; and

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

On January 1, 2018, we adopted ASU 2016-15 using a retrospective transition method to each period presented. The adoption of ASU 2016-15 did not result in a material impact to the presentation of our statement of cash flows.

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash ("ASU 2016-18"). The amendments in ASU 2016-18 require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The accounting effects of ASU 2016-18 did not result in a material impact to the presentation of our statement of cash flows.

In March 2017, the FASB issued Accounting Standards Update No. 2017-07, Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost ("ASU 2017-07"). The amendments in ASU 2017-07 require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The amendments in ASU 2017-07 also require that an employer disaggregate the service cost component from the other components of net benefit cost. ASU 2017-07 is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. The amendments in ASU 2017-07 should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the condensed consolidated statements of operations. On January 1, 2018, we adopted ASU 2017-07 using a retrospective transition method to each period presented. Accordingly, the service cost component of net periodic pension cost allocated to our park employees and corporate employees was included within "Operating expenses" and "Selling, general and administrative expenses," respectively, while the other cost components were included in "Other net periodic pension benefit" in the Condensed Consolidated Statements of Operations.

Certain prior year amounts in the Condensed Consolidated Statements of Operations were reclassified to conform to current year presentation in connection with the adoption of ASU 2017-07. For the three months ended March 31, 2017, the Company reclassified $0.8 million from "Operating expenses" to "Other net periodic pension benefit." This amount represents the non-service cost component of net periodic pension costs allocable to our park level employees. For the three months ended March 31, 2017, the Company reclassified $0.1 million from "Selling, general and administrative expenses" to "Other net periodic pension benefit". This amount represents the non-service cost component of net periodic pension costs allocable to our corporate employees. A nominal amount of non-service cost components remains in "Other expense (income), net" and is not reclassified to "Other net periodic pension benefit." These amounts directly relate to certain other parks that we no longer operate but continue to service pension benefits for former employees of those parks.

In February 2018, the FASB issued Accounting Standards Update No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income ("ASU 2018-02"). The amendments in ASU 2018-02 allow entities to reclassify from AOCI to retained earnings "stranded" tax effects resulting from passage of the Act. An entity that elects to reclassify these amounts must reclassify stranded tax effects related to the change in federal tax rate for all items accounted for in other comprehensive income (e.g., employee benefits, cumulative translation adjustments). Entities may also elect to reclassify other stranded tax effects that relate to the Act but do not directly relate to the change in the federal tax rate (e.g., state taxes). However, because the amendments only relate to the reclassification of the income tax effects of the Act, the underlying guidance requiring the effect of a change in tax laws or rates to be included in income from operations is not affected. Upon adoption of ASU 2018-02, entities are required to disclose their policy for releasing the income tax effects from AOCI. ASU 2018-02 is effective for annual periods

11

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The amendments in 2018-02 may be applied retrospectively to each period in which the effect of the Act is recognized or an entity may elect to apply the amendments in the period of adoption. On January 1, 2018, we elected to early adopt ASU 2018-02, and applied the amendments in the period of adoption. As a result, we reclassified $9.4 million of "stranded" tax effects of the Act from Accumulated other comprehensive loss to Accumulated deficit as of January 1, 2018.

k. Recent Accounting Pronouncements

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). The main amendments in ASU 2016-02 require recognition on the balance sheet of lease assets and lease liabilities by lessees for those leases classified as operating leases. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. An entity should apply ASU 2016-02 using a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements, and early adoption is permitted; however, the FASB recently proposed an optional transition method for which entities would still adopt ASU 2016-02 using a modified retrospective transition method, but would recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption rather than in the earliest period presented. We note that with the adoption of the amendments in ASU 2016-02, operating leases related to certain of our land leases with durations greater than twelve months will require recognition in our consolidated balance sheet under ASU 2016-02. This could have a material effect on our consolidated balance sheets, but we do not anticipate this will have a material effect on our results of operations or cash flows.

2. Revenue

On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605.

We recorded a net reduction to our opening "Accumulated retained deficit" of $4.9 million, net of taxes of $1.3 million as of January 1, 2018 to recognize the cumulative impact of adopting Topic 606, with the impact primarily related to our international licensing revenues. The impact to revenues for the three months ended March 31, 2018 was an increase of $0.2 million as a result of applying Topic 606.

Revenue Recognition

Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Sales and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense.

In accordance with the new revenue standard disclosure requirements, the impact of adoption of Topic 606 on our condensed consolidated balance sheet as of March 31, 2018 was as follows:

(Amounts in thousands)	Balance at March 31, 2018
Balance Sheet	As Reported			Balances Without Adoption			Effect of Change Higher/(Lower)
Assets
Accounts receivable, net	$	58,927		$	63,316		$	(4,389	)
Liabilities
Deferred revenue	182,268			180,726			1,542
Deferred income taxes	82,414			81,168			1,246
Stockholders' Deficit
Accumulated deficit	(1,723,804		)	(1,728,686		)	4,882
Total stockholders' deficit	(698,175		)	(703,057		)	4,882

12

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The impact of adoption of Topic 606 on our condensed consolidated statements of operations for the three months ended March 31, 2018 was as follows:

(Amounts in thousands)	Three Months Ended March 31, 2018
Statement of Operations	As Reported			Balances Without Adoption		Effect of Change Higher/(Lower)
Revenues
Sponsorship, licensing and other fees	$	16,092		15,843		$	249
Costs and expenses
Income tax (benefit) expense	(19,675		)	(19,727	)	52
Net loss	(62,345		)	(62,542	)	197

The following tables present our revenues disaggregated by contract duration for the three months ended March 31, 2018 and March 31, 2017, respectively. Long-term and short-term contracts consist of our contracts with customers with terms greater than one year and less than or equal to one year, respectively. Sales and usage-based taxes are excluded from revenues.

(Amounts in thousands)	Three Months Ended March 31, 2018
	Theme Park Admissions		Theme Park Food, Merchandise and Other		Sponsorship, Licensing and Other Fees		Accommodations Revenue		Consolidated
Long-term contracts	$	13,256	$	—	$	15,027	$	—	$	28,283
Short-term contracts and other (a)	53,065		42,246		1,065		4,305		100,681
Total revenues	$	66,321	$	42,246	$	16,092	$	4,305	$	128,964

(Amounts in thousands)	Three Months Ended March 31, 2017
	Theme Park Admissions		Theme Park Food, Merchandise and Other		Sponsorship, Licensing and Other Fees		Accommodations Revenue		Consolidated
Long-term contracts	$	6,387	$	—	$	11,498	$	—	$	17,885
Short-term contracts and other (a)	44,561		31,160		1,792		4,130		81,643
Total revenues	$	50,948	$	31,160	$	13,290	$	4,130	$	99,528

^(a) Other revenues primarily include sales of single-use tickets and short-term transactional sales for which we have the right to invoice.

Long-term Contracts

Our long-term contracts consist of season passes, sponsorship and licensing contracts with customers. We earn season pass revenue from customer enrollment in an offering, which entitles the customer to visit our parks, including our waterparks, throughout the duration of the parks' operating season for a fixed fee. We earn sponsorship and licensing revenue from separately-priced contracts with third parties pursuant to which we sell and advertise the third party's products within the parks in exchange for consideration, and pursuant to arrangements in which we assist in the development and management of Six Flags-branded theme parks outside of North America. Advertisements may include, but are not limited to, banners, signs, radio ads, association with certain events, sponsorship of rides within our parks, and retail promotions. International licensing generally includes pre-opening services such as brand licensing, design and development of parks, management services, and post-opening sales- and usage-based royalty payments.

The transaction price for our long-term contracts is explicitly stated within the contracts. Our sponsorship and licensing contracts may include estimated variable consideration such as penalties for delay in performance of contract terms, and certain volume-based discounts and rebates. We believe there will not be significant changes to our estimates of variable consideration.

We recognize season pass revenue in "Theme park admissions" over the estimated redemption rate as we believe this appropriately depicts the transfer of service to our customers. We estimate the redemption rate based on historical experience and other factors and assumptions we believe to be customary and reasonable. We review the estimated redemption rate regularly and on an ongoing basis and revise it as necessary throughout the year. Amounts received for multi-use admissions in excess of redemptions are recognized in "Deferred revenue." We recognize sponsorship and licensing revenues over the term of the agreement using the passage of time as a measure of complete satisfaction of the performance obligations in "Sponsorship, licensing and other fees." Amounts received for unsatisfied sponsorship and licensing performance obligations are recognized

13

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

in "Deferred revenue." As a result of the adoption of Topic 606, we recognized an increase to "Sponsorship, licensing and other fees" revenue previously recognized in prior periods of $0.2 million during the three months ended March 31, 2018.

At January 1, 2018, $111.6 million of unearned revenue associated with outstanding long-term contracts was reported in "Deferred revenue," $18.3 million was recognized as revenue for long-term contracts during the three months ended March 31, 2018. As of March 31, 2018, the total unearned amount of revenue for remaining long-term contract performance obligations was $104.6 million. As of March 31, 2018, we expect to recognize estimated revenue for partially or wholly unsatisfied performance obligations on long-term contracts of approximately $142.8 million in 2018, $63.0 million in 2019, and $54.6 million thereafter.

Short-term Contracts and Other

Our short-term contracts consist primarily of season passes and memberships, and certain sponsorship and licensing contracts with customers. We earn season pass and membership revenue from customer enrollment in an offering, which entitles the customer to visit our parks, including our waterparks, throughout the duration of the parks' operating season for a fixed fee. We earn sponsorship and licensing revenues from contracts with third parties pursuant to which we sell and advertise the third party's products within our parks on a short-term basis that generally coincides with our annual operating season, and pursuant to certain activities in connection with our international licensing. The transaction price for our short-term contracts is explicitly stated within the contracts.

We generally recognize revenue from short-term contracts over the passage of time with the exception of season pass and membership revenues. We recognize season pass and membership revenues in "Theme park admissions" over the estimated redemption rate as we believe this appropriately depicts the transfer of service to our customers. We estimate the redemption rate based on historical experience and other factors and assumptions we believe to be customary and reasonable. We review the estimated redemption rate regularly and on an ongoing basis and revise it as necessary throughout the year. Amounts received for multi-use admissions in excess of redemptions are recognized in "Deferred revenue". There was no change in the pattern of recognition for season pass and membership revenue during the three months ended March 31, 2018 under Topic 606 as compared to historic accounting under Topic 605.

Other revenues consist primarily of revenues from single-use tickets for entrance to our parks, in-park services (such as the sale of food and beverages, merchandise, games and attractions, standalone parking sales and other services inside our parks), accommodations revenue, and other miscellaneous products and services. Due to the short-term transactional nature of such purchases, we have applied the practical expedient to recognize revenue for single-use ticket sales, in-park services, accommodations, and other miscellaneous services and goods for which we have the right to invoice.

Arrangements with Multiple Performance Obligations

Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the observable prices charged to customers.

Practical Expedients and Exemptions

We generally expense (i) sales commissions when incurred, and (ii) certain costs to obtain a contract because the amortization period would have been one year or less. These costs are recorded within Selling, general and administrative expenses.

We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

For certain of our contracts that have an original expected length of one or year or less, we use the practical expedient applicable to such contracts and do not consider the time value of money.

14

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

3. Long-Term Indebtedness

Credit Facility

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

On December 21, 2012, we entered into an amendment to the 2011 Credit Facility (the "2012 Credit Facility Amendment") that among other things, permitted us to (i) issue $800.0 million of senior unsecured notes (see 2024 Notes and 2027 Notes below), (ii) use $350.0 million of the proceeds of the senior unsecured notes to repay the $72.2 million that was outstanding under the Term Loan A and $277.8 million of the outstanding balance of the Term Loan B, (iii) use the remaining $450.0 million of proceeds for share repurchases and other corporate matters and (iv) reduce the interest rate payable on the Term Loan B by 25 basis points.

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

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

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

On December 20, 2016, we entered into an amendment to the Amended and Restated Credit Facility that reduced the overall borrowing rate on the Amended and Restated Term Loan B by 25 basis points through a reduction in the applicable margin from LIBOR plus 2.50% to LIBOR plus 2.25%, with the elimination of the minimum LIBOR rate requirement.

On June 21, 2017, we entered into an amendment to the Amended and Restated Credit Facility that reduced the overall borrowing rate on the Amended and Restated Term Loan B by 25 basis points through a reduction in the applicable margin from LIBOR plus 2.25% to LIBOR plus 2.00%. We capitalized $0.5 million of debt issuance costs directly associated with the issuance of this amendment and recognized a loss on debt extinguishment of $0.2 million.

On March 26, 2018, we entered into an amendment to the Amended and Restated Credit Facility that reduced the overall borrowing rate on the Amended and Restated Term Loan B by 25 basis points through a reduction in the applicable margin from LIBOR plus 2.00% to LIBOR plus 1.75%. We capitalized $0.5 million of debt issuance costs directly associated with the issuance of this amendment.

As of March 31, 2018, $155.0 million under the Amended and Restated Revolving Loan was outstanding (excluding amounts reserved for letters of credit in the amount of $19.7 million). As of December 31, 2017, no amounts under the Amended and Restated Revolving Loan were outstanding (excluding amounts reserved for letters of credit in the amount of $18.7 million). Interest on the Amended and Restated Revolving Loan accrues at an annual rate of LIBOR plus an applicable margin with an unused commitment fee based on our senior secured leverage ratio. As of March 31, 2018, the Amended and

15

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Restated Revolving Loan unused commitment fee was 0.375%. The principal amount of the Amended and Restated Revolving Loan is due and payable on June 30, 2020.

As of March 31, 2018 and December 31, 2017, $544.8 million was outstanding under the Amended and Restated Term Loan B. Interest on the Amended and Restated Term Loan B accrues at an annual rate of LIBOR plus an applicable margin, based on our consolidated leverage ratio. As of March 31, 2018, the applicable interest rate on the Amended and Restated Term Loan B was 3.63%. The Amended and Restated Term Loan B was payable in equal quarterly installments of $1.8 million, but the $150.0 million prepayment with proceeds from the 2024 Notes discussed below was applied to the quarterly amortization payments and eliminated the future quarterly amortization payments until maturity. The outstanding principal of the Amended and Restated Term Loan B is due and payable on June 30, 2022.

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

2024 Notes and 2027 Notes

On June 16, 2016, Holdings issued $300.0 million of 4.875% senior unsecured notes due July 31, 2024 (the "2024 Notes"). We capitalized $4.7 million of debt issuance costs directly associated with the issuance of the 2024 Notes. We used approximately $150.0 million of the proceeds from the issuance of the 2024 Notes to reduce our borrowings under the Amended and Restated Term Loan B and we used the remaining net proceeds of the sale of the 2024 Notes for general corporate and working capital purposes, which primarily included repurchases of our common stock.

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

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

The 2024 Notes, 2024 Notes Add-on and 2027 Notes are guaranteed by the Loan Parties. The 2024 Notes, 2024 Notes Add-on and 2027 Notes contain restrictive covenants that, subject to certain exceptions, limit or restrict, among other things, the ability of the Loan Parties to incur additional indebtedness, create liens, engage in mergers, consolidations and other fundamental changes, make investments, engage in transactions with affiliates, pay dividends and repurchase capital stock. The 2024 Notes, 2024 Notes Add-on and 2027 Notes contain certain events of default, including payment defaults, breaches of covenants and representations, cross defaults to other material indebtedness, judgment, and changes of control and bankruptcy events of default.

16

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Long-Term Indebtedness Summary

As of March 31, 2018 and December 31, 2017, long-term debt consisted of the following: 

	As of
(Amounts in thousands)	March 31, 2018			December 31, 2017
Amended and Restated Term Loan B	$	544,750		$	544,750
2024 Notes	1,000,000			1,000,000
2027 Notes	500,000			500,000
Amended and Restated Revolving Loan	155,000			—
Net discount	(7,802		)	(8,137		)
Deferred financing costs	(15,273		)	(15,435		)
Long-term debt and Short-term borrowings	2,176,675			2,021,178
Less current portion	(155,000		)	—
Total long-term debt	$	2,021,675		$	2,021,178

Fair-Value of Long-Term Indebtedness

As of March 31, 2018 and December 31, 2017, the fair value of our long-term debt was $2,152.9 million and $2,057.1 million, respectively. The measurement of the fair value of long-term debt is based on market prices that generally are observable for similar liabilities at commonly quoted intervals and is considered a Level 2 fair value measurement.

Subsequent Debt Issuance

See Note 10, Subsequent Event, for discussion of the amendment to the Amended and Restated Credit Facility subsequent to the period of this Quarterly Report.

4. Accumulated Other Comprehensive Loss

Changes in the composition of AOCI during the three months ended March 31, 2018 were as follows:

(Amounts in thousands)	Cumulative Translation Adjustment			Defined Benefit Plans			Income Taxes			Accumulated Other Comprehensive Loss
Balances at December 31, 2017	$	(28,822	)	$	(41,959	)	$	6,900		$	(63,881	)
Amounts reclassified from accumulated other comprehensive income (loss)	—			179			(46		)	133
Current period other comprehensive income (loss) activity	6,296			—			(1,323		)	4,973
Effects of adoption of ASU 2018-02	—			—			(9,439		)	(9,439		)
Balances at March 31, 2018	$	(22,526	)	$	(41,780	)	$	(3,908	)	$	(68,214	)

The Company adopted ASU 2018-02 on January 1, 2018. The amendments in ASU 2018-02 allow entities to reclassify from AOCI to stockholders' deficit certain "stranded" tax effects resulting from passage of the Act. As a result of the adoption as shown above, we reclassified $9.4 million of "stranded" tax effects of the Act from "Accumulated other comprehensive loss" to "Accumulated deficit" as of January 1, 2018.

17

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The Company had the following reclassifications out of AOCI during the three months ended March 31, 2018 and March 31, 2017:

	Location of Reclassification into Income	Amount of Reclassification from AOCI
		Three Months Ended
Component of AOCI		March 31, 2018			March 31, 2017
		(Amounts in thousands)
Amortization of loss on interest rate hedge	Interest expense	$	—		$	293
	Income tax expense	—			(114		)
	Net of tax	$	—		$	179
Amortization of deferred actuarial loss and prior service cost	Operating expenses	$	179		$	211
	Income tax expense	(46		)	(82		)
	Net of tax	$	133		$	129
Total reclassifications		$	133		$	308

5. Commitments and Contingencies

Partnership Parks

On April 1, 1998, we acquired all of the capital stock of the former Six Flags Entertainment Corporation (a corporation that has been merged out of existence and that has always been a separate corporation from Holdings, "Former SFEC") for $976.0 million, paid in cash. In addition to our obligations under outstanding indebtedness and other securities issued or assumed in the Former SFEC acquisition, we also guaranteed certain contractual obligations relating to the Partnership Parks. Specifically, we guaranteed the obligations of the general partners of those partnerships to (i) make minimum annual distributions (including rent) of approximately $71.1 million in 2018 (subject to cost of living adjustments) to the limited partners in the Partnership Parks (based on our ownership of units as of March 31, 2018, our share of the distribution will be approximately $31.1 million) and (ii) make minimum capital expenditures at each of the Partnership Parks during rolling five-year periods, based generally on 6% of the Partnership Parks' revenues. Cash flow from operations at the Partnership Parks is used to satisfy these requirements first, before any funds are required from us. We also guaranteed the obligation of our subsidiaries to annually purchase all outstanding limited partnership units to the extent tendered by the unit holders (the "Partnership Park Put"). The agreed price for units tendered in the Partnership Park Put is based on a valuation of each of the respective Partnership Parks (the "Specified Price") that is the greater of (a) a valuation for each of the respective Partnership Parks derived by multiplying such park's weighted average four year EBITDA (as defined in the agreements that govern the partnerships) by a specified multiple (8.0 in the case of SFOG and 8.5 in the case of SFOT) and (b) a valuation derived from the highest prices previously paid for the units of the Partnership Parks by certain entities. Pursuant to the valuation methodologies described in the preceding sentence, the Specified Price for the Partnership Parks, if determined as of March 31, 2018, is $387.0 million in the case of SFOG and $485.2 million in the case of SFOT. As of March 31, 2018, we owned approximately 31.0% and 53.1% of the Georgia limited partner interests and Texas limited partner interests, respectively. Our obligations with respect to SFOG and SFOT will continue until 2027 and 2028, respectively.

In 2027 and 2028, we will have the option to purchase all remaining units in the Georgia limited partner and the Texas limited partner, respectively, at a price based on the Specified Price, increased by a cost of living adjustment. As of the date of this Quarterly Report, no partnership units in the Georgia partnership have been tendered for purchase pursuant to the 2018 annual offer, and we expect to purchase units from the Texas partnership for a nominal amount in May 2018 pursuant to the 2018 annual offer. As we purchase additional units, we are entitled to a proportionate increase in our share of the minimum annual distributions. The maximum unit purchase obligations for 2018 at both parks will be approximately $494.4 million, representing approximately 69.0% of the outstanding units of SFOG and 46.9% of the outstanding units of SFOT. An additional $350.0 million of the Amended and Restated Term Loan B under the Amended and Restated Credit Facility is available for borrowing for future "put" obligations, if necessary.

In connection with our acquisition of the Former SFEC, we entered into the Subordinated Indemnity Agreement with certain of the Company's entities, Time Warner and an affiliate of Time Warner, pursuant to which, among other things, we transferred to Time Warner (which has guaranteed all of our obligations under the Partnership Park arrangements) record title to the corporations which own the entities that have purchased and will purchase limited partnership units of the Partnership Parks, and we received an assignment from Time Warner of all cash flow received on such limited partnership units, and we otherwise control such entities. In addition, we issued preferred stock of the managing partner of the partnerships to Time

18

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Warner. In the event of a default by us under the Subordinated Indemnity Agreement or of our obligations to our partners in the Partnership Parks, these arrangements would permit Time Warner to take full control of both the entities that own limited partnership units and the managing partner. If we satisfy all such obligations, Time Warner is required to transfer to us the entire equity interests of these entities.

We incurred $24.7 million of capital expenditures at these parks during the 2017 season and intend to incur approximately $15.6 million of capital expenditures at these parks for the 2018 season, an amount in excess of the minimum required expenditure. Cash flows from operations at the Partnership Parks will be used to satisfy the annual distribution and capital expenditure requirements, before any funds are required from us. The Partnership Parks generated approximately $77.3 million of cash in 2017 from operating activities after deduction of capital expenditures and excluding the impact of short-term intercompany advances from or payments to Holdings. As of March 31, 2018 and December 31, 2017, we had total loans receivable outstanding of $239.3 million from the partnerships that own the Partnership Parks, primarily to fund the acquisition of Six Flags White Water Atlanta and to make capital improvements to the Partnership Parks and distributions to the limited partners in prior years.

Insurance

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

The majority of our current insurance policies expire on December 31, 2018. We generally renegotiate our insurance policies on an annual basis. We cannot predict the level of the premiums that we may be required to pay for subsequent insurance coverage, the level of any self-insurance retention applicable thereto, the level of aggregate coverage available or the availability of coverage for specific risks.

Litigation

We are party to various legal actions arising in the normal course of business, including the cases discussed below. We record a liability when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated.  We evaluate developments in our legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and make adjustments as appropriate. We exercise significant judgment to evaluate both the likelihood and the estimated amount of a loss related to such matters. Based on our current knowledge, we believe that the amount of reasonably possible loss will not, either individually or in aggregate, have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, the outcome of such legal matters is subject to inherent uncertainties and management’s view of these matters may change in the future.

On January 7, 2016, a potential class action complaint was filed against Six Flags Entertainment Corporation in the Circuit Court of Lake County, Illinois. On April 22, 2016, Great America, LLC was added as a defendant. The complaint asserts that we violated the Illinois Biometric Information Privacy Act ("BIPA") in connection with the admission of season pass holders and members through the finger scan program that commenced in the 2014 operating season at Six Flags Great America in Gurnee, Illinois, and seeks statutory damages, attorneys' fees and an injunction. An aggrieved party under BIPA may recover (i) $1,000 if a company is found to have negligently violated BIPA or (ii) $5,000 if found to have intentionally or recklessly violated BIPA, plus reasonable attorneys' fees in each case. The complaint does not allege that any information was misused or disseminated. On April 7, 2017, the court certified two questions for consideration by the Illinois Appellate Court of the Second

19

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

District. On June 7, 2017, the Illinois Appellate Court granted our motion to appeal. Accordingly, two questions regarding the interpretation of BIPA were certified for consideration by the Illinois Appellate Court. On December 21, 2017, the Illinois Appellate Court found in our favor, holding that the plaintiff had to allege more than a technical violation of BIPA and had to be injured in some way. On March 1, 2018, the plaintiff filed a petition for leave to appeal to the Illinois Supreme Court. We intend to continue to vigorously defend ourselves against this litigation. Since this litigation is still in an early stage, the outcome is currently not determinable and a reasonable estimate of loss or range of loss in excess of the immaterial amount that we have recorded for this litigation cannot be made.

During 2017, four potential class action complaints were filed against Six Flags Entertainment Corporation or one of its subsidiaries. Complaints were filed on August 11, 2017 in the Circuit Court of Lake County, Illinois, on September 1, 2017 in the United States District Court for the Northern District of Georgia, on September 11, 2017 in the Superior Court of Los Angeles County, California, and on November 30, 2017 in the Superior Court of Ocean County, New Jersey. The complaints allege that we, in violation of federal law, printed more than the last five digits of a credit or debit card number on customers’ receipts, and/or the expiration dates of those cards. A willful violation may subject a company to liability for actual damages or statutory damages between $100 and $1,000 per person, punitive damages in an amount determined by a court, and reasonable attorneys’ fees, all of which are sought by the plaintiffs. The complaints do not allege that any information was misused. We intend to vigorously defend ourselves against this litigation. Since this litigation is in an early stage, the outcome is currently not determinable and a reasonable estimate of loss or range of loss cannot be made.

Tax and Other Contingencies

As of March 31, 2018 and December 31, 2017, we had a nominal amount of accrued liabilities for tax and other indemnification contingencies related to certain parks sold in previous years that could be recognized as recovery of losses in the future if such liabilities are not requested to be paid.

6. Redeemable Noncontrolling Interests

Redeemable noncontrolling interests represent the non-affiliated parties' share of the assets of the Partnership Parks that are less than wholly-owned: SFOT, SFOG and Six Flags White Water Atlanta, which is owned by the partnership that owns SFOG. As of March 31, 2018, redeemable noncontrolling interests in the SFOT and SFOG partnerships was $227.6 million and $266.8 million, respectively.

See Note 5 for a description of the partnership arrangements applicable to the Partnership Parks, the accounts of which are included in the accompanying unaudited condensed consolidated financial statements. The redemption value of the noncontrolling partnership units in SFOT and SFOG as of March 31, 2018 was approximately $227.6 million and $266.8 million, respectively.

7. Business Segments

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

20

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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

	Three Months Ended
(Amounts in thousands)	March 31, 2018			March 31, 2017
Net loss	$	(62,345	)	$	(57,548	)
Interest expense, net	25,885			21,001
Income tax benefit	(19,675		)	(37,591		)
Depreciation and amortization	28,629			27,291
Corporate expenses	15,014			15,042
Stock-based compensation	4,553			11,990
Non-operating park level expense, net:
Loss on disposal of assets	1,911			670
Other expense (income), net	1,935			(903		)
Park EBITDA	$	(4,093	)	$	(20,048	)

All of our owned or managed parks are located in the United States with the exception of two parks in Mexico and one park in Montreal, Canada. We also have revenue and expenses related to the development of Six Flags-branded theme parks outside of North America. The following information reflects our long-lived assets (which consists of property and equipment and intangible assets), revenues and loss before income taxes by domestic and foreign categories as of or for the three months ended March 31, 2018 and March 31, 2017:

	Domestic			Foreign			Total
2018	(Amounts in thousands)
Long-lived assets	$	2,137,252		$	103,582		$	2,240,834
Revenues	109,497			19,467			128,964
Loss before income taxes	(81,294		)	(726		)	(82,020		)
2017
Long-lived assets	$	2,134,872		$	95,302		$	2,230,174
Revenues	85,451			14,077			99,528
Loss before income taxes	(93,041		)	(2,098		)	(95,139		)

8. Pension Benefits

We froze our pension plan effective March 31, 2006, pursuant to which most participants no longer earned future pension benefits. Effective February 16, 2009, the remaining participants in the pension plan no longer earned future benefits. The following summarizes our pension costs during the three months ended March 31, 2018 and March 31, 2017:

	Three Months Ended
(Amounts in thousands)	March 31, 2018			March 31, 2017
Service cost	$	400		$	425
Interest cost	1,849			2,065
Expected return on plan assets	(3,438		)	(3,211		)
Amortization of net actuarial loss	179			211
Total net periodic benefit	$	(1,010	)	$	(510	)

The components of net periodic pension benefit other than the service cost component were included in "Other net periodic pension benefit" in the Condensed Consolidated Statements of Operations.

Weighted-Average Assumptions Used To Determine Net Cost

	Three Months Ended
	March 31, 2018		March 31, 2017
Discount rate	3.45	%	3.90	%
Rate of compensation increase	N/A		N/A
Expected return on plan assets	7.25	%	7.25	%

21

Six Flags Entertainment Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Employer Contributions

During each of the three months ended March 31, 2018 and March 31, 2017, we made pension contributions of $1.5 million.

9. Stock Repurchase Plans

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

On March 30, 2017, Holdings announced that its Board of Directors approved a new stock repurchase plan that permits Holdings to repurchase an incremental $500.0 million in shares of Holdings' common stock (the "March 2017 Stock Repurchase Plan"). As of April 20, 2018, Holdings repurchased 4,078,000 shares at a cumulative cost of approximately $238.2 million and an average price per share of $58.41 under the March 2017 Stock Repurchase Plan, leaving approximately $261.8 million available for permitted repurchases.

The amount of share repurchases is limited by the covenants in the Amended and Restated Credit Facility, the 2024 Notes, the 2024 Notes Add-on and the 2027 Notes. We will continue to evaluate the share repurchase limits under the covenants on an ongoing basis to determine our ability to utilize the remaining amount authorized for share repurchases. See Note 3 for further discussion.

10. Subsequent Event

After the close of our quarter ended March 31, 2018, we completed our previously announced upsize to our Term Loan B Credit Facility on April 18, 2018.  The upsize increased our Term Loan B borrowings by $39.0 million. The proceeds of the additional borrowing will be used for general corporate purposes including repurchases of the Company’s common stock.

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

The following discussion and analysis contains forward-looking statements that are based on our current beliefs, expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are, by their nature, subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results could differ materially from those anticipated in these forward-looking statements. Please see the discussion regarding forward-looking statements included under the caption "Cautionary Note Regarding Forward-Looking Statements" included elsewhere in this Quarterly Report and "Item 1A. Risk Factors" in our 2017 Annual Report for further discussion of the uncertainties, risks and assumptions associated with these statements.

The following discussion and analysis presents information that we believe is relevant to an assessment and understanding of our consolidated financial position and results of operations. This information should be read in conjunction with our unaudited condensed consolidated financial statements, and the notes thereto, and other financial data included elsewhere in this Quarterly Report. The following information should also be read in conjunction with our audited consolidated financial statements, and the notes thereto, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2017 Annual Report.

Overview

General

We are the largest regional theme park operator in the world based on the number of parks we operate. Of our 20 regional theme parks and waterparks, 17 are located in the United States, two are located in Mexico and one is located in Montreal, Canada. Our parks are located in geographically diverse markets across North America and they generally offer a broad selection of state-of-the-art and traditional thrill rides, water attractions, themed areas, concerts and shows, restaurants, game venues and retail outlets, thereby providing a complete family-oriented entertainment experience. We work continuously to improve our parks and our guests' experiences and to meet our guests' evolving needs and preferences.

22

The results of operations for the three months ended March 31, 2018 and March 31, 2017 are not indicative of the results expected for the full year. In particular, our park operations generate a significant majority of their annual revenue during the period from Memorial Day to Labor Day each year while expenses are incurred year-round.

Our revenue is primarily derived from (i) the sale of tickets for entrance to our parks (which accounted for approximately 51% of total revenues during each of the three months ended March 31, 2018 and March 31, 2017), (ii) the sale of food and beverages, merchandise, games and attractions, parking and other services inside our parks, (iii) sponsorship, licensing and other fees, including revenue earned under international development contracts, and (iv) accommodations revenue. Revenues from ticket sales and in-park sales are primarily impacted by park attendance. Revenues from sponsorship, licensing and other fees can be impacted by the term, timing and extent of services and fees under these arrangements, which can result in fluctuations from year to year. During the first three months of 2018, our park earnings before interest, taxes, depreciation and amortization ("Park EBITDA") increased primarily as a result of a 27% increase in attendance, and a 21% increase in sponsorship and international licensing revenue. These increases were partially offset by an increase in cash operating costs primarily resulting from more operating days and advertising costs at Six Flags Magic Mountain, which has shifted to a 365-day operating schedule, and operating costs associated with our two new waterparks in Mexico and California, adjustments to some park operating schedules due to the earlier timing of the Easter holiday, and increased labor costs driven primarily by statutory minimum wage rate increases at many of our parks. Total revenue per capita (representing total revenue divided by total attendance) increased relative to the comparable period in the prior year by $1.04, or less than 2%.

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

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenues and expenses earned and incurred during the reporting period. Critical accounting estimates are fundamental to the portrayal of both our financial condition and results of operations and often require difficult, subjective and complex estimates and judgments. We evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which we believe to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates resulting from the continuing changes in the economic environment will be reflected in the financial statements in future periods. With respect to our critical accounting policies and estimates, there have been no material developments or changes from the policies and estimates discussed in our 2017 Annual Report.

Recent Events

On February 20, 2018, we announced a new initiative in connection with Jones Lang LaSalle, Inc., a global professional services firm that specializes in real estate and investment management, to power two more of our parks – Six Flags Discovery Kingdom in Vallejo, California and Six Flags Magic Mountain, near Los Angeles, California – almost entirely with solar power. A renewable energy independent power producer will build, own and operate the renewable energy systems in California. Separately, we recently announced that Six Flags Great Adventure in Jackson, New Jersey will soon begin construction of a solar energy project.

On March 26, 2018, we entered into an amendment to the Amended and Restated Credit Facility that reduced the overall borrowing rate on the Amended and Restated Term Loan B by 25 basis points through a reduction in the applicable margin from LIBOR plus 2.00% to LIBOR plus 1.75%. Excluding the cost to execute the transaction, the lower borrowing rate will save the company approximately $1.4 million annually in interest costs.

On April 4, 2018, we announced plans with Saudi Arabia’s Public Investment Fund to develop a Six Flags-branded theme park in the city of Riyadh.

On April 18, 2018, we completed our previously announced upsize to our Term Loan B Credit Facility. The upsize increased our Term Loan B borrowings by $39.0 million. The proceeds of the additional borrowing will be used for general corporate purposes including repurchases of the Company’s common stock.

On April 24, 2018, we, along with our partner in China, Riverside Investment Group, announced a licensing agreement to develop three Six Flags-branded parks in Nanjing, China, which will be the partner’s third park complex. The parks are expected to begin opening in 2021.

23

Results of Operations

Three Months Ended March 31, 2018 Compared to Three Months Ended March 31, 2017

The following table sets forth summary financial information for the three months ended March 31, 2018 and March 31, 2017:

	Three Months Ended						Percentage Change (%)
(Amounts in thousands, except per capita data)	March 31, 2018			March 31, 2017
Total revenue	$	128,964		$	99,528		30	%
Operating expenses	102,500			92,900			10	%
Selling, general and administrative	40,938			46,973			(13	)%
Costs of products sold	10,463			7,581			38	%
Other periodic pension benefit	(1,277		)	(846		)	51	%
Depreciation and amortization	28,629			27,291			5	%
Loss on disposal of assets	1,911			670			N/M
Interest expense, net	25,885			21,001			23	%
Other expense (income), net	1,935			(903		)	N/M
Loss before income taxes	(82,020		)	(95,139		)	(14	)%
Income tax benefit	(19,675		)	(37,591		)	(48	)%
Net loss	$	(62,345	)	$	(57,548	)	8	%
Other Data:
Attendance	2,356			1,854			27	%
Total revenue per capita	$	54.73		$	53.69		2	%

Revenue

Revenue for the three months ended March 31, 2018 totaled $129.0 million, an increase of $29.4 million, or 30%, compared to $99.5 million for the three months ended March 31, 2017. The increase in revenue was primarily attributable to (i) a 27% increase in attendance, primarily driven by additional operating days from Six Flags Magic Mountain moving to a 365-day calendar; Six Flags Hurricane Harbor Oaxtepec which was not open during the comparable period in the prior year; and adjustments to park operating schedules due to the earlier timing of the Easter holiday, (ii) a $2.8 million increase in sponsorship, licensing, accommodations and other fees, and (iii) a $1.78 or 4% increase in guest spending per capita, which excludes sponsorship, licensing, accommodations and other fees.

Admissions revenue per capita increased by $0.66, or 2%, relative to the comparable period in the prior year. The increase in admissions revenue per capita was primarily driven by continued pricing improvements related to all tickets partially offset by a higher attendance mix of our season pass and membership holders. Non-admissions revenue per capita increased by $1.12, or 7%, during the three months ended March 31, 2018 relative to the comparable period in the prior year. The increase in non-admissions revenue per capita was also driven by the success of our yield-management strategies along with increased food sales related to the success of our All-Season Dining Pass program and favorable exchange rates relative to the Mexican Peso.

Operating expenses

Operating expenses for the three months ended March 31, 2018 increased $9.6 million, or 10%, relative to the comparable period in the prior year, primarily as a result of (i) Six Flags Magic Mountain moving to a 365-day calendar, (ii) ongoing operations of newly added waterparks in Concord, California and Oaxtepec, Mexico, (iii) statutory minimum wage rate increases at many of our parks, and (iv) adjustments to park operating schedules due to the earlier timing of the Easter holiday.

Selling, general and administrative expenses

Selling, general and administrative expenses for the three months ended March 31, 2018 decreased $6.0 million, or 13%, compared to the three months ended March 31, 2017 primarily as a result of (i) a reduction in stock-based compensation expense and associated payroll taxes based on the probable late achievement of the Project 600 Performance Award, (ii) a decrease in insurance expense and, (iii) a decrease in operating tax, primarily from our Mexico operations. These were partially offset by increases in advertising expenses related to the earlier timing of the Easter holiday.

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Cost of products sold

Cost of products sold in the three months ended March 31, 2018 increased $2.9 million, or 38%, compared to the three months ended March 31, 2017 primarily driven by the increased volume of non-admissions revenue. Cost of products sold as a percentage of non-admissions revenue for the three months ended March 31, 2018 increased slightly versus the comparable period ended March 31, 2017.

Depreciation and amortization expense

Depreciation and amortization expense for the three months ended March 31, 2018 increased $1.3 million, or 5%, compared to the three months ended March 31, 2017. The increase in depreciation and amortization expense is primarily the result of new asset additions related to our ongoing capital investments, partially offset by asset retirements.

Loss on disposal of assets

Loss on disposal of assets for the three months ended March 31, 2018 increased $1.2 million compared to the same period in the prior year, primarily as a result of the disposal of more assets during the three months ended March 31, 2018 in conjunction with our ongoing capital program relative to the comparable period in the prior year.

Interest expense, net

Interest expense, net increased $4.9 million, or 23%, for the three months ended March 31, 2018 relative to the comparable period in the prior year as a result of the incremental interest incurred on a higher debt balance resulting from the issuance of the 2024 Notes Add-on and 2027 Notes.

Income Tax Benefit

Income tax benefit decreased $17.9 million, or 48%, for the three months ended March 31, 2018 relative to the comparable period in the prior year as a result of a lower loss before income taxes primarily driven by higher revenues as well as the reduction in federal tax rates year over year to 21% under the Tax Cuts and Jobs Act from 35% in the comparable period in the prior year.

Liquidity, Capital Commitments and Resources

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

In February 2018, Holdings' Board of Directors increased the quarterly cash dividend from $0.70 per share of common stock to $0.78 per share of common stock. During the three months ended March 31, 2018 and March 31, 2017, Holdings paid $66.0 million and $58.5 million, respectively, in cash dividends on its common stock. The amount and timing of any future dividends payable on Holdings' common stock are within the sole discretion of Holdings' Board of Directors. Based on (i) the dividends per share authorized by Holdings' Board of Directors, (ii) the current number of shares of Holdings' common stock outstanding and (iii) estimates of share repurchases, restricted stock vesting and option exercises, we currently anticipate paying approximately $265.0 million in total cash dividends on our common stock for the 2018 calendar year.

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

On March 30, 2017, Holdings announced that its Board of Directors approved a new stock repurchase plan that permits Holdings to repurchase an incremental $500.0 million in shares of Holdings' common stock (the "March 2017 Stock Repurchase Plan"). As of April 20, 2018, Holdings has repurchased 4,078,000 shares at a cumulative cost of approximately $238.2 million and an average cost per share of $58.41 under the March 2017 Stock Repurchase Plan, leaving approximately $261.8 million available for permitted repurchases.

Based on historical and anticipated operating results, we believe cash flows from operations, available unrestricted cash and amounts available under the Amended and Restated Credit Facility will be adequate to meet our liquidity needs, including any anticipated requirements for working capital, capital expenditures, common stock dividends, scheduled debt service, obligations under arrangements relating to the Partnership Parks and discretionary common stock repurchases. Additionally,

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

Our current and future liquidity is greatly dependent upon our operating results, which are driven largely by overall economic conditions as well as the price and perceived quality of the entertainment experience at our parks. Our liquidity could also be adversely affected by a disruption in the availability of credit as well as unfavorable weather; natural disasters; contagious diseases, such as Ebola, Zika, or swine or avian flu; accidents or the occurrence of an event or condition at our parks, including terrorist acts or threats inside or outside of our parks; negative publicity; or significant local competitive events, which could significantly reduce paid attendance and revenue related to that attendance at any of our parks. While we work with local police authorities on security-related precautions to prevent certain types of disturbances, we can make no assurance that these precautions will be able to prevent these types of occurrences. However, we believe that our ownership of many parks in different geographic locations reduces the effects of adverse weather and these other types of occurrences on our consolidated results. If such an adverse event were to occur, we may be unable to borrow under the Amended and Restated Revolving Loan or may be required to repay amounts outstanding under the Amended and Restated Credit Facility and/or may need to seek additional financing. In addition, we expect that we may be required to refinance all or a significant portion of our existing debt on or prior to maturity, requiring us to potentially seek additional financing. The degree to which we are leveraged could adversely affect our ability to obtain any additional financing. See "Cautionary Note Regarding Forward-Looking Statements" and "Item 1A. Risk Factors" in the 2017 Annual Report.

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

On June 16, 2016, Holdings issued $300.0 million of 4.875% senior unsecured notes due July 31, 2024. We used $150.0 million of the proceeds from the issuance of the 2024 Notes to reduce our borrowings under the Amended and Restated Term Loan B. The remaining net proceeds were used for general corporate and working capital purposes, which primarily included repurchases of our common stock.

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

On December 20, 2016, we entered into an amendment to the Amended and Restated Credit Facility that reduced the overall borrowing rate on the Amended and Restated Term Loan B by 25 basis points through a reduction in the applicable margin from LIBOR plus 2.50% to LIBOR plus 2.25%, with the elimination of the minimum LIBOR rate requirement.

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

On June 21, 2017, we entered into an amendment to the Amended and Restated Credit Facility that reduced the overall borrowing rate on the Amended and Restated Term Loan B by 25 basis points through a reduction in the applicable margin from LIBOR plus 2.25% to LIBOR plus 2.00%.

On March 26, 2018, we entered into an amendment to the Amended and Restated Credit Facility that reduced the overall borrowing rate on the Amended and Restated Term Loan B by 25 basis points through a reduction in the applicable margin from LIBOR plus 2.00% to LIBOR plus 1.75%. We capitalized $0.5 million of debt issuance costs directly associated with the issuance of this amendment.

After the close of our quarter ended March 31, 2018, we completed our previously announced upsize to our Term Loan B Credit Facility on April 18, 2018.  The upsize increased our Term Loan B borrowings by $39.0 million. The proceeds of the additional borrowing will be used for general corporate purposes including repurchases of the Company’s common stock.

As of March 31, 2018, our total indebtedness, net of discount and deferred financing costs, was approximately $2,176.7 million. Based on (i) non-revolving credit debt outstanding on that date, (ii) anticipated levels of working capital revolving borrowings during 2018 and 2019, (iii) estimated interest rates for floating-rate debt and (iv) the 2024 Notes, the 2024 Notes Add-on and the 2027 Notes, we anticipate annual cash interest payments of approximately $100.0 million during 2018 and

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2019. Under the Amended and Restated Credit Facility, all remaining outstanding principal of the Amended and Restated Term Loan B is due and payable on June 30, 2022.

As of March 31, 2018, we had approximately $33.1 million of unrestricted cash and $75.3 million available for borrowing under the Amended and Restated Revolving Loan. Our ability to borrow under the Amended and Restated Revolving Loan is dependent upon compliance with certain conditions, including a maximum senior leverage maintenance covenant, a minimum interest coverage covenant, and the absence of any material adverse change in our business or financial condition. If we were to become unable to borrow under the Amended and Restated Revolving Loan, and we failed to meet our projected results from operations significantly, we might be unable to pay in full our off-season obligations. A default under the Amended and Restated Revolving Loan could permit the lenders under the Amended and Restated Credit Facility to accelerate the obligations thereunder. The Amended and Restated Revolving Loan expires on June 30, 2020. The terms and availability of the Amended and Restated Credit Facility and other indebtedness are not affected by changes in the ratings issued by rating agencies in respect of our indebtedness. For a more detailed description of our indebtedness, see Note 3 to the unaudited condensed consolidated financial statements included in this Quarterly Report.

We currently plan on spending approximately 9% of annual revenues on capital expenditures during the 2018 calendar year.

During the three months ended March 31, 2018, net cash used in operating activities was $22.8 million. Net cash used in investing activities during the three months ended March 31, 2018 was $42.5 million, consisting of capital expenditures. Net cash provided by financing activities during the three months ended March 31, 2018 was $18.9 million, primarily attributable to borrowings under the Amended and Restated Revolving Loan and proceeds from option exercises, partially offset by payments of $80.9 million for stock repurchases and $66.0 million in cash dividends.

Since our business is both seasonal in nature and involves significant levels of cash transactions, and most of our cash-based expenses are relatively fixed and do not vary significantly with either attendance or per capita spending, our net operating cash flows are largely driven by attendance and per capita spending levels. These cash-based operating expenses include salaries and wages, employee benefits, advertising, third party services, repairs and maintenance, utilities and insurance.

Contractual Obligations

Since December 31, 2017, there have been no material changes to the contractual obligations of the Company outside the ordinary course of the Company’s business and as disclosed above. Set forth below is certain updated information regarding our debt obligations as of March 31, 2018:

	Payment Due by Period
(Amounts in thousands)	2018		2019-2020		2021-2022		2023 and beyond		Total
Interest on long-term debt (1)	$	67,689	$	194,025	$	182,169	$	221,250	$	665,133

(1) See Note 3 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for further discussion on long-term debt. Amounts shown reflect variable interest rates in effect at March 31, 2018.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of March 31, 2018, there have been no material changes in our market risk exposure from that disclosed in the 2017 Annual Report. For a discussion of our market risk exposure, please see "Item 7A. Quantitative and Qualitative Disclosure About Market Risk" contained in the 2017 Annual Report.

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation, as of March 31, 2018, of the effectiveness of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) or 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of such period, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and

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communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Beginning January 1, 2018, we implemented ASC 606, Revenue from Contracts with Customers. Although this new revenue standard is expected to have an immaterial impact on our ongoing net income, in connection with its adoption, we implemented changes to our processes and control activities related to revenue recognition. These changes included the development of new policies based on the five-step model provided in the new revenue standard, new training, ongoing contract review requirements, and gathering of information provided for disclosures. There were no other changes in our internal control over financial reporting, as such term is defined under Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act, that occurred during our fiscal quarter ended March 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

Certain legal proceedings in which we are involved are discussed in Item 3 of the 2017 Annual Report, and in Note 5 to the unaudited condensed consolidated financial statements contained in this Quarterly Report. Except as set forth below, there were no material developments concerning our legal proceedings during the quarter ended March 31, 2018.

On January 7, 2016, a potential class action complaint was filed against Six Flags Entertainment Corporation in the Circuit Court of Lake County, Illinois. On April 22, 2016, Great America, LLC was added as a defendant. The complaint asserts that we violated the Illinois Biometric Information Privacy Act ("BIPA") in connection with the admission of season pass holders and members through the finger scan program that commenced in the 2014 operating season at Six Flags Great America in Gurnee, Illinois, and seeks statutory damages, attorneys' fees and an injunction. An aggrieved party under BIPA may recover (i) $1,000 if a company is found to have negligently violated BIPA or (ii) $5,000 if found to have intentionally or recklessly violated BIPA, plus reasonable attorneys' fees in each case. The complaint does not allege that any information was misused or disseminated. On April 7, 2017, the court certified two questions for consideration by the Illinois Appellate Court of the Second District. On June 7, 2017, the Illinois Appellate Court granted our motion to appeal. Accordingly, two questions regarding the interpretation of BIPA were certified for consideration by the Illinois Appellate Court. On December 21, 2017, the Illinois Appellate Court found in our favor, holding that the plaintiff had to allege more than a technical violation of BIPA and had to be injured in some way. On March 1, 2018, the plaintiff filed a petition for leave to appeal to the Illinois Supreme Court. We intend to continue to vigorously defend ourselves against this litigation.

ITEM 1A. RISK FACTORS

There have been no material changes to the principal risks that we believe are material to our business, results of operations and financial condition, from the risk factors previously disclosed in the 2017 Annual Report. For a discussion on these risk factors, please see "Item 1A. Risk Factors" contained in the 2017 Annual Report.

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

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

On March 30, 2017, Holdings announced that its Board of Directors approved a new stock repurchase plan that permits Holdings to repurchase an incremental $500.0 million in shares of Holdings' common stock (the "March 2017 Stock Repurchase Plan"). As of April 20, 2018, Holdings has repurchased 4,078,000 shares at a cumulative cost of approximately $238.2 million and an average cost per share of $58.41 under the March 2017 Stock Repurchase Plan, leaving approximately $261.8 million available for permitted repurchases.

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The following table sets forth information regarding purchases of Holdings' common stock during the three months ended March 31, 2018 under the March 2017 Stock Repurchase Plan: 

	Period	Total number of shares purchased	Average price paid per share		Total number of  shares purchased as part of publicly announced plans or programs	Approximate dollar  value of shares that  may yet be purchased under the plans or programs
Month 1	January 1 - January 31	—	$	—	—	$	342,770,000
Month 2	February 1 - February 28	149,400	$	66.24	149,400	$	332,873,000
Month 3	March 1 - March 31	1,152,969	$	61.62	1,152,969	$	261,829,000
		1,302,369	$	62.15	1,302,369	$	261,829,000

ITEM 6. EXHIBITS AND EXHIBIT INDEX

Exhibit 3.1	Amended and Restated Bylaws of Six Flags Entertainment Corporation-incorporated by reference to Exhibit 3.1 to Registrant's Current Report on Form 8-K (File No. 001-13703) filed on February 7, 2018
Exhibit 10.1*	Fourth Amendment to Amended and Restated Credit Agreement, dated as of March 26, 2018, among Six Flags Entertainment Corporation, Six Flags Operations Inc., Six Flags Theme Parks Inc., the Subsidiary Guarantors (as defined therein) from time to time party thereto, the Lenders (as defined therein) from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent
Exhibit 10.2*	First Incremental Amendment to Amended and Restated Credit Agreement, dated as of April __, 2018, by and among Six Flags Entertainment Corporation, Six Flags Operations Inc., Six Flags Theme Parks Inc., the Subsidiary Guarantors (as defined therein) from time to time party thereto, the Lenders (as defined therein) from time to time party thereto, the Incremental Term Lenders (as defined therein), and Wells Fargo Bank, National Association, as administrative agent
Exhibit 31.1*	Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2*	Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1*	Certification of Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2*	Certification of Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 101.INS**	XBRL Instance Document
Exhibit 101.SCH**	XBRL Taxonomy Extension Schema Document
Exhibit 101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
Exhibit 101.LAB**	XBRL Taxonomy Extension Labels Linkbase Document
Exhibit 101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith

** Furnished herewith

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SIGNATURES

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

		SIX FLAGS ENTERTAINMENT CORPORATION
		(Registrant)
Date:	April 25, 2018	/s/ James Reid-Anderson
		James Reid-Anderson
		Chairman, President and Chief Executive Officer
Date:	April 25, 2018	/s/ Marshall Barber
		Marshall Barber
		Executive Vice President and Chief Financial Officer

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EX-10.1

Exhibit 10.1

FOURTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of March 26, 2018, is by and among SIX FLAGS ENTERTAINMENT CORPORATION, a Delaware corporation (the “Parent”), SIX FLAGS OPERATIONS INC., a Delaware corporation (“Holdings”), SIX FLAGS THEME PARKS INC., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors listed on the signature pages hereof, WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below (the “Lenders”), and the Lenders party hereto.

R E C I T A L S

A.    The Borrower, Parent, Holdings, the Lenders, the Administrative Agent and the other agents referred to therein are parties to that certain Amended and Restated Credit Agreement dated as of June 30, 2015, as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated as of June 16, 2016, that certain Second Amendment to Amended and Restated Credit Agreement, dated as of December 20, 2016 and that certain Third Amendment and Limited Waiver to Amended and Restated Credit Agreement, dated as of June 21, 2017 (as further amended, restated, amended and restated or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”, and the Existing Credit Agreement as amended by this Amendment, the “Credit Agreement”), pursuant to which the Lenders have made certain financial accommodations (subject to the terms and conditions thereof) to the Borrower.

B.     The Borrower has requested, and the Lenders party hereto and the Administrative Agent have agreed, on the terms and conditions set forth herein, to make certain amendments to the Existing Credit Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Existing Credit Agreement. Unless otherwise indicated, all article, schedule, exhibit and section references in this Amendment refer to articles, schedules, exhibits and sections of the Existing Credit Agreement.

Section 2.Amendments to Existing Credit Agreement. Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 4 hereof, and in reliance on the representations, warranties, covenants and agreements contained in this Amendment, the Administrative Agent and the Lenders party hereto hereby consent to the following amendments to the Existing Credit Agreement:

2.1    Amendments to Section 1.01 (Defined Terms).

(a)The definition of “Agreement” is hereby amended by replacing the words “and the Third Amendment” before the period at the end thereof with the words “, the Third Amendment and the Fourth Amendment”.

(b)The definition of “Applicable Margin” is hereby amended by deleting clause (a) thereof in its entirety and replacing it with the following:

(a) (i) in the case of Tranche B Term Loans which are Base Rate Loans, 0.75% per annum, and (ii) in the case of Tranche B Term Loans which are Eurocurrency Loans, 1.75% per annum

(c)The definition of “Repricing Transaction” is hereby amended by replacing the words “Third Amendment Effective Date” in each place they appear with the words “Fourth Amendment Effective Date.”

(d)The definition of “Tranche B Term Loan Commitment” is hereby amended by (i) replacing the word “or” immediately before the words “the Third Amendment” with a comma and (ii) inserting the words “or the Fourth Amendment” immediately after the words “the Third Amendment”.

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(e)The following definitions are hereby added to Section 1.01 of the Credit Agreement where alphabetically appropriate:

“Fourth Amendment”: the Fourth Amendment to Amended and Restated Credit Agreement, dated as of March 26, 2018, by and among Holdings, the Parent, the Borrower, the Subsidiary Guarantors party thereto, the Administrative Agent and the Lenders party thereto.

“Fourth Amendment Effective Date”: the Effective Date (as defined in the Fourth Amendment), which, for the avoidance of doubt, is March 26, 2018.

2.2    Amendment to Section 5.4 (Optional Prepayments). Section 5.4 of the Existing Credit Agreement is hereby amended by replacing the words “Third Amendment Effective Date” in each place they appear with the words “Fourth Amendment Effective Date.”

Section 3.Tranche B Term Loans.

3.1    Subject to the terms and conditions set forth herein (i) each existing Tranche B Term Loan Lender (collectively, the “Continuing Tranche B Term Loan Lenders”) that executes and delivers a Lender Addendum (Cashless Roll) in the form attached hereto as Exhibit A (a “Lender Addendum (Cashless Roll)”) agrees to continue all (or such lesser amount as notified to such Lender by the Administrative Agent prior to the Effective Date to give effect to any cash prepayment of the Tranche B Term Loans to be made by the Borrower on the Effective Date) of its existing Tranche B Term Loans outstanding immediately before giving effect to this Amendment as a Tranche B Term Loan on the Effective Date in a principal amount equal to such Continuing Tranche B Term Loan Lender’s Tranche B Term Loan Commitment (as defined in the Credit Agreement) and (ii) each Person (other than a Continuing Tranche B Term Loan Lender in its capacity as such) (collectively, the “Additional Tranche B Term Loan Lenders”) that executes and delivers a Lender Addendum (Additional Tranche B Term Loan Lender) in the form attached hereto as Exhibit B (a “Lender Addendum (Additional Tranche B Term Loan Lender)” and, together with a Lender Addendum (Cashless Roll), a “Lender Addendum”) agrees to take by assignment on the Effective Date from one or more Non-Consenting Lenders a principal amount of Tranche B Term Loans equal to such Additional Tranche B Term Loan Lender’s Tranche B Term Loan Commitment (as defined in the Credit Agreement). For purposes hereof, a Person shall become a party to the Credit Agreement and a Tranche B Term Loan Lender as of the Effective Date by executing and delivering to the Administrative Agent, on or prior to the Effective Date, a Lender Addendum (Additional Tranche B Term Loan Lender) in its capacity as a Tranche B Term Loan Lender. For the avoidance of doubt, the existing Term Loans of a Continuing Tranche B Term Loan Lender must be continued in whole and may not be continued in part unless otherwise notified by the Administrative Agent prior to the Effective Date to give effect to any cash prepayment of the Tranche B Term Loans to be made by the Borrower on the Effective Date.

3.2    Any Non-Consenting Lender whose Tranche B Term Loans are repaid or assigned to one or more Additional Tranche B Term Loan Lender on the Effective Date in accordance with this Amendment shall be entitled to the benefits of Section 5.14 of the Credit Agreement with respect thereto. The Continuing Tranche B Term Loan Lenders hereby waive the benefits of Section 5.14 of the Credit Agreement with respect to that portion of the Tranche B Term Loans of such Lender continued hereunder.

3.3    Notwithstanding anything herein to the contrary, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments (other than to the extent waived pursuant to Section 3.2) shall continue in full force and effect with respect to, and for the benefit of, each existing Tranche B Term Loan Lender in respect of such Lender’s existing Term Loans to the same extent expressly set forth therein.

3.4    Notwithstanding anything in this Amendment to the contrary, the continuation of existing Tranche B Term Loans may be implemented pursuant to other procedures specified by the Administrative Agent, including by replacement of such existing Tranche B Term Loans by a deemed repayment of such existing Tranche B Term Loans of a Continuing Tranche B Term Loan Lender followed by a subsequent deemed assignment to it of new Tranche B Term Loans in the same amount.

3.5    For the avoidance of doubt, the Lenders hereby acknowledge and agree that, at the sole option of the Administrative Agent, any Lender with existing Tranche B Term Loans that are replaced as contemplated hereby (whether by assignment of its Tranche B Term Loans to one or more Additional Tranche B Term Loan Lenders or otherwise) shall, automatically upon receipt (or deemed receipt) of the amount necessary to purchase such Lender’s existing Term Loans so replaced, at par, and pay all accrued interest thereon, be deemed to have assigned such Loans pursuant to a form of Assignment and Acceptance and, accordingly, no other action by the Lenders, the Administrative Agent or the Loan Parties shall be required in connection therewith. The Lenders hereby agree to waive any notice requirements of the Credit Agreement in connection with the replacement of existing Tranche B Term Loans contemplated hereby (whether by assignment of its Tranche B Term Loans to one or more Additional Tranche B Term Loan Lenders or otherwise).

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Section 4.Conditions Precedent.

4.1    Effectiveness. The amendments set forth in Section 2 of this Amendment and the agreement of each Tranche B Term Loan Lender that delivers a Lender Addendum to make (or be deemed to have made) the extension of credit requested to be made by it on the date hereof shall not become effective until the earliest date on or after March 26, 2018 (the “Effective Date”) on which each of the following conditions has been satisfied (or waived in accordance with Section 12.1 of the Credit Agreement):

(a)Counterparts.    Administrative Agent shall have received (i) executed counterparts of this Amendment from each of the Loan Parties and (ii) a Lender Addendum, executed and delivered by a duly authorized officer of each of the Additional Tranche B Term Loan Lenders and the Continuing Tranche B Term Loan Lenders.

(b)No Default or Event of Default. As of the date hereof after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.

(c)Representations and Warranties.    Each of the Loan Parties does hereby represent and warrant to the Lenders that, as of the date hereof after giving effect to the amendments set forth in this Amendment, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such specified earlier date.

(d)Fees. Subject to the terms and conditions of Section 12.5 of the Credit Agreement, the Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the Effective Date, or substantially simultaneously with the effectiveness of this Amendment, including to the extent invoiced at least one Business Day prior thereto, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid to the Administrative Agent by the Borrower under the Credit Agreement.

(e)Required Lender Consent.    The Continuing Tranche B Term Loan Lenders shall constitute Required Lenders.

(f)Replacement of Non-Consenting Lenders.    Any existing Tranche B Term Loan Lender that does not consent to this Amendment shall have been replaced or terminated (or substantially concurrently with the effectiveness of this Amendment shall be replaced or terminated) in accordance with Section 5.17 of the Credit Agreement pursuant to the reallocations contemplated by Section 3 hereof.

Section 5.Miscellaneous.

5.1    Confirmation. The provisions of the Loan Documents, as amended by this Amendment, shall remain in full force and effect in accordance with their terms following the effectiveness of this Amendment.

5.2    Ratification and Affirmation. Each of the undersigned does hereby adopt, ratify, and confirm the Existing Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. Each of the Loan Parties hereby acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein.

5.3    Loan Document. This Amendment and each agreement, instrument, certificate or document executed by the Borrower or any of its officers in connection therewith are “Loan Documents” as defined and described in the Existing Credit Agreement and all of the terms and provisions of the Loan Documents relating to other Loan Documents shall apply hereto and thereto. On and after the Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended or otherwise modified by this Amendment.

5.4    Counterparts. This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of

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an executed signature page of this Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

5.5    No Oral Agreement. THIS AMENDMENT, THE EXISTING CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.

5.6    GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

5.7    Severability. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

[signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

SIX FLAGS ENTERTAINMENT CORPORATION,

as Parent

By: /s/ Marshall Barber

Name: Marshal Barber

Title: CFO

SIX FLAGS OPERATIONS INC.,

as Holdings

By: /s/ Marshall Barber

Name: Marshall Barber

Title: CFO

SIX FLAGS THEME PARKS INC.,

as Borrower

By: /s/ Marshall Barber

Name: Marshall Barber

Title: CFO

[Signature Page to Fourth Amendment to Amended and Restated Credit Agreement]

FIESTA TEXAS, INC.

FUNTIME, INC.

FUNTIME PARKS, INC.

GREAT AMERICA LLC

GREAT ESCAPE HOLDING INC.

HURRICANE HARBOR GP LLC

HURRICANE HARBOR LP LLC

MAGIC MOUNTAIN LLC

PARK MANAGEMENT CORP.

PREMIER INTERNATIONAL HOLDINGS INC.

PREMIER PARKS HOLDINGS INC.

RIVERSIDE PARK ENTERPRISES, INC.

SF GREAT AMERICA HOLDING LLC SF HWP MANAGEMENT LLC

SIX FLAGS AMERICA, INC. SIX FLAGS AMERICA PROPERTY CORPORATION

SIX FLAGS CONCORD LLC

SIX FLAGS GREAT ADVENTURE LLC

SIX FLAGS INTERNATIONAL DEVELOPMENT CO.

SIX FLAGS SERVICES, INC.

SIX FLAGS SERVICES OF ILLINOIS, INC.

SIX FLAGS ST. LOUIS LLC

SOUTH STREET HOLDINGS LLC

STUART AMUSEMENT COMPANY

By: /s/ Marshall Barber

Name: Marshall Barber

Title: CFO

[Signature Page to Fourth Amendment to Amended and Restated Credit Agreement]

HURRICANE HARBOR LP

By: Hurricane Harbor GP LLC,

its General Partner

By: /s/ Marshall Barber

Name: Marshall Barber

Title: CFO

SIX FLAGS AMERICA LP

By: Funtime, Inc.,

its General Partner

By: /s/ Marshall Barber

Name: Marshall Barber

Title: CFO

SIX FLAGS GREAT ESCAPE L.P.

GREAT ESCAPE THEME PARK L.P.

GREAT ESCAPE RIDES L.P.

By: Great Escape Holding Inc.,

their General Partner

By: /s/ Marshall Barber

Name: Marshall Barber

Title: CFO

[Signature Page to Fourth Amendment to Amended and Restated Credit Agreement]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, an Issuing Bank and the Swing Line Lender

By: /s/ Justin Arena  

   Name: Justin Arena

   Title: Director

[Signature Page to Fourth Amendment to Amended and Restated Credit Agreement]

Exhibit A to

Fourth Amendment to

Amended and Restated Credit Agreement

LENDER ADDENDUM (CASHLESS ROLL)

March 26, 2018

Reference is made to the Amended and Restated Credit Agreement, dated as of June 30, 2015 (as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of June 16, 2016, that certain Second Amendment to Amended and Restated Credit Agreement dated as of December 20, 2016, that certain Third Amendment and Limited Waiver to Amended and Restated Credit Agreement dated as of June 21, 2017 and that certain Fourth Amendment to Amended and Restated Credit Agreement dated as of March 26, 2018 (the “Fourth Amendment”) and as further amended, supplemented, restated, refinanced, replaced or otherwise modified from time to time, the “Amended and Restated Credit Agreement”; unless otherwise defined herein, terms defined therein being used herein as therein defined), among Six Flags Entertainment Corporation, a Delaware corporation, Six Flags Operations Inc., a Delaware corporation, Six Flags Theme Parks Inc., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), Wells Fargo Bank, National Association, as administrative agent, and the other agents named therein.

As provided in Section 3 of the Fourth Amendment, upon execution and delivery of this Lender Addendum (Cashless Roll) by the undersigned, the Continuing Tranche B Term Loan Lender named herein hereby agrees to continue its existing Tranche B Term Loans outstanding immediately before giving effect to the Fourth Amendment as a Tranche B Term Loan under the Amended and Restated Credit Agreement in a principal amount equal to the Tranche B Term Loan Commitment set forth on the signature pages hereto, effective as of the Effective Date (as defined in the Fourth Amendment).

Upon execution and delivery of this Lender Addendum (Cashless Roll), the undersigned hereby agrees and consents to all amendments and consents in the Fourth Amendment.

THIS LENDER ADDENDUM (CASHLESS ROLL) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Delivery of an executed signature page hereof by facsimile or electronic mail transmission shall be effective as delivery of a manually executed counterpart hereof.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused this Lender Addendum (Cashless Roll) to be duly executed and delivered by their proper and duly authorized officers as of the date first set forth above.

Name of Institution:

_____________________________, as Lender

By:___________________________

Name:

Title:

For any Lender requiring a second signature line:

By:___________________________

Name:

Title:

Tranche B Term Loan Commitment:    $______________

[Signature Page to Fourth Amendment Lender Addendum (Cashless Roll)]

Exhibit B to

Fourth Amendment to

Amended and Restated Credit Agreement

LENDER ADDENDUM (Additional Tranche B Term Loan Lender)

March 26, 2018

Reference is made to the Amended and Restated Credit Agreement, dated as of June 30, 2015 (as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of June 16, 2016, that certain Second Amendment to Amended and Restated Credit Agreement dated as of December 20, 2016, that certain Third Amendment and Limited Waiver to Amended and Restated Credit Agreement dated as of June 21, 2017 and that certain Fourth Amendment to Amended and Restated Credit Agreement dated as of March 26, 2018 (the “Fourth Amendment”) and as further amended, supplemented, restated, refinanced, replaced or otherwise modified from time to time, the “Amended and Restated Credit Agreement”; unless otherwise defined herein, terms defined therein being used herein as therein defined), among Six Flags Entertainment Corporation, a Delaware corporation, Six Flags Operations Inc., a Delaware corporation, Six Flags Theme Parks Inc., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), Wells Fargo Bank, National Association, as administrative agent, and the other agents named therein.

As provided in Section 3 of the Fourth Amendment, upon execution and delivery of this Lender Addendum (Additional Tranche B Term Loan Lender) (this “Addendum”) by the undersigned, the Additional Tranche B Term Loan Lender named herein hereby takes by assignment from one or more Non-Consenting Lenders a principal amount of Tranche B Term Loans equal to the Tranche B Term Loan Commitment set forth on the signature pages hereto (such commitment, the “Assigned Interest”) and, as a result, effective as of the Effective Date (as defined in the Fourth Amendment), hereby becomes a Tranche B Term Loan Lender under the Amended and Restated Credit Agreement.

Upon execution and delivery of this Lender Addendum (Additional Tranche B Term Loan Lender), the undersigned hereby agrees and consents to all amendments and consents in the Fourth Amendment.

The undersigned (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Addendum and to consummate the transactions contemplated hereby and to become a Lender under the Amended and Restated Credit Agreement, (ii) it is not a natural person, a Disqualified Institution or a Defaulting Lender and otherwise meets all the requirements to be an assignee under Section 12.6(b) of the Amended and Restated Credit Agreement, (iii) from and after the date hereof, it shall be bound by the provisions of the Amended and Restated Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Amended and Restated Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Addendum and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Addendum and to purchase the Assigned Interest, (vii) attached to the Addendum is any tax or other documentation required to be delivered by it pursuant to the terms of the Amended and Restated Credit Agreement, duly completed and executed by the undersigned, and (viii) is not in possession of any information regarding any Loan Party, its assets, its ability to perform its Obligations or any other matter that may be material to a decision by any Term Loan Lender to participate in the transactions contemplated hereby that has not previously been disclosed to the Administrative Agent and the Lenders; (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender and (c) appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under the Amended and Restated Credit Agreement and the other Loan Documents (including the Junior Lien Intercreditor Agreement and Pari Passu Intercreditor Agreement) as are delegated to or otherwise conferred upon the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto.

THIS LENDER ADDENDUM (Additional Tranche B Term Loan Lender) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Delivery of an executed signature page hereof by facsimile or electronic mail transmission shall be effective as delivery of a manually executed counterpart hereof.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused this Lender Addendum (Additional Tranche B Term Loan Lender) to be duly executed and delivered by their proper and duly authorized officers as of the date first set forth above.

Name of Institution:

_____________________________, as Lender

By:___________________________

Name:

Title:

For any Lender requiring a second signature line:

By:___________________________

Name:

Title:

Additional Tranche B Term Loan Commitment:    $______________

[Signature Page to Fourth Amendment Lender Addendum (Additional Tranche B Term Loan Lender)]

EX-10.2

Exhibit 10.2

FIRST INCREMENTAL AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST INCREMENTAL AMENDMENT to AMENDED AND RESTATED CREDIT AGREEMENT (this “Incremental Amendment”) dated as of April 18, 2018, is by and among SIX FLAGS ENTERTAINMENT CORPORATION, a Delaware corporation (the “Parent”), SIX FLAGS OPERATIONS INC., a Delaware corporation (“Holdings”), SIX FLAGS THEME PARKS INC., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors listed on the signature pages hereof, WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders from time to time party to the Credit Agreement referred to below (the “Lenders”), and the Incremental Term Lender (as defined below).

R E C I T A L S

A.    The Borrower, Parent, Holdings, the Lenders, the Administrative Agent and the other agents referred to therein are parties to that certain Amended and Restated Credit Agreement dated as of June 30, 2015, as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated as of June 16, 2016, that certain Second Amendment to Amended and Restated Credit Agreement, dated as of December 20, 2016, that certain Third Amendment and Limited Waiver to Amended and Restated Credit Agreement, dated as of June 21, 2017, and that certain Fourth Amendment to Amended and Restated Credit Agreement, dated as of March 26, 2018 (as further amended, restated, amended and restated or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”, and the Existing Credit Agreement as amended by this Incremental Amendment, the “Credit Agreement”), pursuant to which the Lenders have made certain financial accommodations (subject to the terms and conditions thereof) to the Borrower.

B.    The Borrower has requested and the lender identified on Schedule A hereto (the “Incremental Term Lender”) has agreed to provide Incremental Term Loans in the aggregate amount of $39,000,000.00 (the “Incremental Term Loans”) in accordance with Section 2.4 of the Credit Agreement.

C.    Pursuant to Section 2.4(c) of the Existing Credit Agreement, the Borrower, the Administrative Agent and the Incremental Term Lender desire to amend the Existing Credit Agreement on the terms as set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement. Unless otherwise indicated, all article, schedule, exhibit and section references in this Incremental Amendment refer to articles, schedules, exhibits and sections of the Credit Agreement.

Section 2.Amendments to Existing Credit Agreement. Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 4 hereof, and in reliance on the representations, warranties, covenants and agreements contained in this Incremental Amendment, the Administrative Agent and the Incremental Term Lender hereby consent to the following amendments to the Existing Credit Agreement:

2.1    Amendments to Section 1.01 (Defined Terms).

(a)The definition of “Agreement” is hereby amended by replacing the words “and the Fourth Amendment” before the period at the end thereof with the words “, the Fourth Amendment and the First Incremental Amendment”.

(b)The following definitions are hereby added to Section 1.01 of the Credit Agreement where alphabetically appropriate:

“First Incremental Amendment”: the First Incremental Amendment to Amended and Restated Credit Agreement, dated as of April 18, 2018, by and among Holdings, Parent, the Borrower, the Subsidiary Guarantors party thereto, the Administrative Agent and the Incremental Term Lender party thereto.

“First Incremental Effective Date”: the Effective Date (as defined in the First Incremental Amendment), which, for the avoidance of doubt, is April 18, 2018.

Section 3.Incremental Term Loans.

3.1    Incremental Term Loan.

(a)Incremental Term Commitments. Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 4 hereof, and in reliance on the representations, warranties, covenants and agreements contained in this Incremental Amendment, the Incremental Term Lender hereby agrees to make the Incremental Term Loans to the Borrower on the Effective Date in a principal amount not to exceed the amount set forth opposite the Incremental Term Lender’s name in Schedule A attached hereto (the “Incremental Term Commitments”). The Administrative Agent has notified the Incremental Term Lender of its allocated Incremental Term Commitment, and the Incremental Term Lender is a signatory to this Incremental Amendment.

(b)Class of Term Loans. The Incremental Term Loans, once funded, shall constitute Term Loans and Tranche B Term Loans, each as defined in the Credit Agreement, and shall be in the form of an increase to the Tranche B Term Loans outstanding under the Existing Credit Agreement immediately prior to the Effective Date (such outstanding Tranche B Term Loans, for the purposes of this Incremental Amendment, herein called the “Existing Term Loans”), and thereafter, the Incremental Term Loans and the Existing Term Loans shall be treated as a single class of Term Loans for all purposes under the Credit Agreement and the other Loan Documents. As of the Effective Date, after giving effect to the making of the Incremental Term Loans, the aggregate principal amount of Term Loans outstanding pursuant to the Credit Agreement shall be $583,750,000.

(c)Tax Fungibility. For U.S. federal and applicable state and local income tax purposes, after giving effect to this Incremental Amendment, the Existing Term Loans and the Incremental Term Loans are intended to be treated as one fungible tranche.  Unless otherwise required by applicable law, none of the Loan Parties, the Administrative Agent or any Lender shall take any tax position inconsistent with the preceding sentence.

(d)Incremental Incurrence Basket. The Borrower hereby acknowledges that all of the Incremental Term Loans are being incurred under the Incremental Incurrence Basket.

(e)Use of Proceeds. The Borrower will use the proceeds of the Incremental Term Loans (i) for general corporate purposes and (ii) to pay fees and expenses in connection with the foregoing and the preparation and negotiation of this Incremental Amendment and the funding of the Incremental Term Loans.

(f)Agreements of the Incremental Term Lender. The Incremental Term Lender agrees that (i) effective on and at all times after the Effective Date, the Incremental Term Lender will be bound by all obligations of a Lender under the Credit Agreement and (ii) on the Effective Date, the Incremental Term Lender will fund Incremental Term Loans in Dollars to the Administrative Agent for the account of the Borrower in an amount equal to the Incremental Term Lender’s Incremental Term Commitment. The Incremental Term Commitment shall terminate on the Effective Date following the funding to the Borrower in full in immediately available funds of the Incremental Term Commitment.

(g)Credit Agreement Governs. Except as otherwise stated herein, the terms of the Incremental Term Loans shall be the same as the terms of the Existing Term Loans as set forth in the Credit Agreement. For the avoidance of doubt, there shall be no required amortization with respect to the Incremental Term Loans. The Applicable Margin for the Incremental Term Loans shall be the same as for the Existing Term Loans.

(h)Pari Passu; Maturity. The Incremental Term Loans shall rank pari passu in right of payment and of security with the Existing Term Loans and mature on the same date that the Existing Term Loans mature. For the avoidance of doubt, the Incremental Term Loans shall share in mandatory prepayments of Term Loans under Section 5.5 of the Credit Agreement on a pro rata basis with the Existing Term Loans and in voluntary prepayments of Term Loans under Section 5.4 of the Credit Agreement on a pro rata basis with the Existing Term Loans. The Incremental Term Loans shall be subject to the existing provisions of Section 5.4 relating to Repricing Transactions.

(i)Interest Periods. The Incremental Term Loans shall be initially incurred pursuant to a single borrowing of Eurocurrency Loans, with such borrowing to be subject to (x) an Interest Period which commences on the Effective Date and ends on the last day of the Interest Period applicable to the Existing Term Loans, and (y) the Eurocurrency Rate applicable to the Existing Term Loans. The Administrative Agent shall record the Incremental Term Loans in the Register, and the principal amounts and stated interest of the Incremental Term Loans owing to the Incremental Term Lender and its subsequent permitted assignees.

(j)Procedure for Funding of Incremental Term Loans. Section 2.2 of the Credit Agreement is hereby incorporated as if set forth herein, mutatis mutandis, except that references in such section to the “Closing Date” shall instead

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mean the Effective Date for purposes of this Incremental Amendment. The Incremental Term Loans shall be funded without any original issue discount.

Section 4.Conditions Precedent.

4.1    Effectiveness. The amendments set forth in Section 2 of this Incremental Amendment and the obligation of the Incremental Term Lender to make the Incremental Term Loans under Section 3 hereof on the date hereof shall not become effective until the earliest date on or after April 18, 2018 (the “Effective Date”) on which each of the following conditions has been satisfied (or waived in accordance with Section 12.1 of the Credit Agreement):

(a)Counterparts. Administrative Agent shall have received executed counterparts of this Incremental Amendment from each of the Loan Parties and the Incremental Term Lender.

(b)Notes. The Administrative Agent shall have received, for the account of the Incremental Term Lender, if requested, at least two Business Days in advance of the Effective Date, Notes conforming to the requirements set forth in the Credit Agreement and executed and delivered by a duly authorized officer of the Borrower.

(c)Notice of Borrowing. The Administrative Agent shall have received the notice of borrowing in accordance with Section 3.1(j) hereof.

(d)No Event of Default. As of the Effective Date after giving effect to this Incremental Amendment, no Event of Default shall have occurred and be continuing.

(e)Representations and Warranties. Each of the Loan Parties does hereby represent and warrant to the Incremental Term Lender that, as of the Effective Date after giving effect to this Incremental Amendment all of the representations and warranties of each Loan Party contained in the Credit Agreement or the other Loan Documents are true and correct in all material respects on and as of the Effective Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on and as of the Effective Date or such earlier date;

(f)Fees. Subject to the terms and conditions of Section 12.5 of the Credit Agreement, the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, or substantially simultaneously with the effectiveness of this Incremental Amendment, including to the extent invoiced at least one Business Day prior thereto, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid to the Administrative Agent by the Borrower under the Credit Agreement.

(g)Lien Searches. The Administrative Agent shall have received the results of recent Uniform Commercial Code and other lien searches in each relevant domestic jurisdiction with respect to all Property of the Loan Parties (except that with respect to the Real Property, such lien searches shall be limited to the Mortgaged Properties), and such search shall reveal no Liens on any of the Property of the Loan Parties, except for Permitted Liens.

(h)Flood Certificates. The Administrative Agent shall receive (i) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall be addressed to the Administrative Agent for the benefit of the Lenders, be completed by a company which has guaranteed the accuracy of the information contained therein and otherwise comply with the Flood Program; (ii) with respect to any Mortgaged Property which is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance with all applicable regulations of the Flood Program and has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (iii) if any Flood Certificate states that a Mortgaged Property is located in a Flood Zone, Borrower’s written acknowledgment that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board.

(i)The U.S.A. PATRIOT Act.  No later than three Business Days prior to the Effective Date, to the extent requested in writing by the Administrative Agent at least five Business Days prior to the Effective Date, the Administrative Agent shall have received the documentation and other information as required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. PATRIOT Act.

(j)Documentary Conditions.    The Administrative Agent shall have received each of the following, dated as of the Effective Date:

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(i)(A) copies of resolutions of the board of directors of the Borrower approving and authorizing the execution, delivery and performance of this Incremental Amendment, certified as of the Effective Date by a Responsible Officer of the Borrower as being in full force and effect without modification or amendment, (B) good standing certificates for each Loan Party, in each case, from the jurisdiction in which they are organized, (C) a certificate of a Responsible Officer, the secretary or the assistant secretary of the Borrower with appropriate insertions and attachments and (D) a solvency certificate from the chief financial officer of Parent (after giving effect to the Incremental Term Loans) substantially in the form of Exhibit D to the Credit Agreement;

(ii) a certificate of the Responsible Officer of the Borrower certifying that the Borrower, on a Pro Forma Basis after giving effect to this Incremental Amendment and the transactions contemplated hereby, is in compliance with (x) the Senior Secured Leverage Ratio as set forth in clause (iii) of the definition of “Incremental Amount” in Section 1.1 of the Existing Credit Agreement and (y) the covenants set forth in Section 9.1 and 9.2 of the Credit Agreement, as of the latest Measurement Period; and

(iii) the executed legal opinion of Kirkland & Ellis LLP, special counsel to Borrower, addressed to the Administrative and the Incremental Term Lender, in form and substance reasonably satisfactory to the Administrative Agent, shall cover such other matters incident to the transactions contemplated by this Incremental Amendment as the Administrative Agent may reasonably require.

Section 5.Post-Closing Obligations. Within 90 days after the Effective Date (or such longer period as the Administrative Agent may reasonably agree), Administrative Agent and the applicable Loan Parties shall have entered into such amendments to the Security Documents (including modifications to the Mortgages) and received such title related documentation, in each case as may be reasonably requested by the Administrative Agent in connection with the Incremental Term Loans and the Borrower shall have delivered such other documents and certificates in connection therewith as may be reasonably requested by the Administrative Agent, in each case as are necessary or advisable to maintain in favor of the Administrative Agent, for the benefit of the Lenders, Liens on the Collateral that are duly perfected (subject to Permitted Liens) in accordance with the requirements of, or the obligations of the Loan Parties under, the Credit Agreement, the other Loan Documents and applicable Law.

Section 6.Representations and Warranties. To induce the Administrative Agent and the Incremental Term Lender party hereto to enter into this Incremental Amendment, each of the Loan Parties represents and warrants to the Administrative Agent and the Incremental Term Lender party hereto on and as of the Effective Date that:

Section 7.Reaffirmation of Guaranty. Each Guarantor reaffirms its guarantee of the Obligations (as defined in the Guarantee and Collateral Agreement) under the terms and conditions of the Guarantee and Collateral Agreement and agrees that such guarantee remains in full force and effect and is hereby ratified, reaffirmed and confirmed. Each Guarantor hereby confirms that it consents to the terms of this Incremental Amendment, including, without limitation, the extension of additional credit to the Borrower in the form of the Incremental Term Loans in an aggregate principal amount of $39,000,000, which is in addition to the obligations owed by the Loan Parties under the Credit Agreement immediately prior to the Effective Date and which constitutes “Obligations” of such Guarantor under the Guarantee and Collateral Agreement. Each Guarantor hereby (i) confirms that each Loan Document to which it is a party or is otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Loan Documents, the payment and performance of the Obligations, including without limitation the payment and performance of all such applicable Obligations that are joint and several obligations of each Guarantor now or hereafter existing; (ii) acknowledges and agrees that the Guarantee and Collateral Agreement and each of the other Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the Incremental Amendment; and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent and each Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Guarantor to avoid or delay timely performance of its obligations under the Loan Documents (except to the extent such obligations constitute Excluded Swap Obligations (as defined in the Guarantee and Collateral Agreement) with respect to such Guarantor).

Section 8.Reaffirmation of Security Agreement.

(a)    Each Loan Party hereby acknowledges that it has reviewed and consents to the terms and conditions of this Incremental Amendment and the transactions contemplated hereby, including, without limitation, the extension of credit in the form of the Incremental Term Loans in an aggregate principal amount of $39,000,000. In addition, each Loan Party reaffirms the security interests previously granted by such Loan Party under the terms and conditions of the Guarantee and Collateral Agreement to secure the Obligations and agrees that such security interests remain in full force and effect and are hereby ratified, reaffirmed and confirmed. Each Loan Party hereby confirms that the security interests granted by such Loan Party under the terms and conditions of the Guarantee and Collateral Agreement secures the Incremental Term Loans as part of the Obligations. Each

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Loan Party hereby (i) confirms that each Loan Document to which it is a party or is otherwise bound and all Collateral (as defined in the Guarantee and Collateral Agreement) encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents, the payment and performance of the Obligations, as the case may be, including without limitation the payment and performance of all such applicable Obligations that are joint and several obligations of each Loan Party now or hereafter existing, (ii) confirms its respective prior grant to the Administrative Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Loan Party’s right, title and interest in, to and under all Collateral (as defined in the Guarantee and Collateral Agreement), whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Incremental Amendment), subject to the terms contained in the applicable Loan Documents, and (iii) confirms its respective guarantees, prior pledges, prior grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is a party.

(b)    Each Loan Party acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Incremental Amendment.

Section 9.Reference to and Effect on the Credit Agreement and the Loan Documents.

9.1    Incremental Amendment.    This Incremental Amendment constitutes (i) the written notice required to be delivered by the Borrower to the Administrative Agent under Section 2.4(a) of the Existing Credit Agreement, and (ii) an “Incremental Amendment” for all purposes of the Credit Agreement and the other Loan Documents.

9.2    Loan Document.

(a)This Incremental Amendment and each agreement, instrument, certificate or document executed by the Borrower or any of its officers in connection herewith are “Loan Documents” as defined and described in the Existing Credit Agreement and all of the terms and provisions of the Loan Documents relating to other Loan Documents shall apply hereto and thereto. On and after the Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended or otherwise modified by this Incremental Amendment.

(b)On and after the Effective Date, (i) the Incremental Term Commitments shall constitute “Commitments”, “Term Loan Commitments”and “Incremental Term Loan Commitments”, (ii) the Incremental Term Loan shall constitute “Loans”, “Term Loans”, “Tranche B Term Loans” and “Incremental Term Loans”, and (iii) the Incremental Term Lender shall be a “Lender”, a “TermLoan Lender”, a “Tranche B Term Loan Lender” and an “Incremental Term Lender”, as each term is defined in the Credit Agreement, in each case, for all purposes under the Credit Agreement and the other Loan Documents.

9.3    No Waiver. The execution, delivery and effectiveness of this Incremental Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

9.4    No Novation. This Incremental Amendment shall not constitute a novation of the Existing Credit Agreement or of any other Loan Document.

Section 10.Miscellaneous.

10.1Confirmation. The provisions of the Loan Documents, as amended by this Incremental Amendment, shall remain in full force and effect in accordance with their terms following the effectiveness of this Incremental Amendment.

10.2Ratification and Affirmation. Each of the undersigned does hereby adopt, ratify, and confirm the Existing Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower hereby acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein.

5

10.3Amendment, Modification and Waiver. This Incremental Amendment may not be amended, modified or waived except pursuant to a writing signed by each of the parties hereto.

10.4Counterparts. This Incremental Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Incremental Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

10.5No Oral Agreement. THIS INCREMENTAL AMENDMANT, THE EXISTING CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMNTS BETWEEN THE PARTIES.

10.6GOVERNING LAW. THIS INCREMENTAL AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

10.7Severability. Any provision of this Incremental Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.8Headings. The headings of this Incremental Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

[signature pages follow]

6

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

SIX FLAGS ENTERTAINMENT CORPORATION,

as Parent

By: /s/ W. Marshall Barber

Name: W. Marshal Barber

Title: Chief Financial Officer

SIX FLAGS OPERATIONS INC.,

as Holdings

By: /s/ W, Marshall Barber

Name: W. Marshall Barber

Title: Chief Financial Officer

SIX FLAGS THEME PARKS INC.,

as Borrower

By: /s/ W. Marshall Barber

Name: W. Marshall Barber

Title: Chief Financial Officer

[Signature Page to First Incremental Amendment to Amended and Restated Credit Agreement]

FIESTA TEXAS, INC.

FUNTIME, INC.

FUNTIME PARKS, INC.

GREAT AMERICA LLC

GREAT ESCAPE HOLDING INC.

HURRICANE HARBOR GP LLC

HURRICANE HARBOR LP LLC

MAGIC MOUNTAIN LLC

PARK MANAGEMENT CORP.

PREMIER INTERNATIONAL HOLDINGS INC.

PREMIER PARKS HOLDINGS INC.

RIVERSIDE PARK ENTERPRISES, INC.

SF GREAT AMERICA HOLDING LLC

SIX FLAGS AMERICA, INC. SIX FLAGS AMERICA PROPERTY CORPORATION

SIX FLAGS CONCORD LLC

SIX FLAGS GREAT ADVENTURE LLC

SIX FLAGS INTERNATIONAL DEVELOPMENT CO.

SIX FLAGS SERVICES, INC.

SIX FLAGS SERVICES OF ILLINOIS, INC.

SIX FLAGS ST. LOUIS LLC

SOUTH STREET HOLDINGS LLC

STUART AMUSEMENT COMPANY

By: /s/ W. Marshall Barber  

Name: W. Marshall Barber

Title: Chief Financial Officer

[Signature Page to First Incremental Amendment to Amended and Restated Credit Agreement]

HURRICANE HARBOR LP

By: Hurricane Harbor GP LLC,

its General Partner

By: /s/ W. Marshall Barber  

Name: W. Marshall Barber

Title: Chief Financial Officer

SIX FLAGS AMERICA LP

By: Funtime, Inc.,

its General Partner

By: /s/ W. Marshall Barber  

Name: W. Marshall Barber

Title: Chief Financial Officer

SIX FLAGS GREAT ESCAPE L.P.

GREAT ESCAPE THEME PARK L.P.

GREAT ESCAPE RIDES L.P.

By: Great Escape Holding Inc.,

their General Partner

By: /s/ W. Marshall Barber  

Name: W. Marshall Barber

Title: Chief Financial Officer

[Signature Page to First Incremental Amendment to Amended and Restated Credit Agreement]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, an Issuing Bank, the Swing Line Lender and the Incremental Term Lender

By: /s/ Kyle R. Holtz  

   Name: Kyle R. Holtz

   Title: Director

[Signature Page to First Incremental Amendment to Amended and Restated Credit Agreement]

Schedule A

Incremental Term Commitments

Incremental Term Lender	Incremental Term Commitment
Wells Fargo Bank, National Association	$39,000,000
Total	$39,000,000

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

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

I, James Reid-Anderson, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: April 25, 2018
	/s/ James Reid-Anderson
	James Reid-Anderson
	Chairman, President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

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

I, Marshall Barber, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: April 25, 2018
	/s/ Marshall Barber
	Marshall Barber
	Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

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

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

(1) the accompanying quarterly report on Form 10-Q for the period ending March 31, 2018 as filed with the U.S. Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

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

Date: April 25, 2018
	/s/ James Reid-Anderson
	James Reid-Anderson
	Chairman, President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

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

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

(1) the accompanying quarterly report on Form 10-Q for the period ending March 31, 2018 as filed with the U.S. Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

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

Date: April 25, 2018
	/s/ Marshall Barber
	Marshall Barber
	Executive Vice President and Chief Financial Officer

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	Apr. 20, 2018
Document and Entity Information
Entity Registrant Name	Six Flags Entertainment Corp
Entity Central Index Key	0000701374
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Current Reporting Status	Yes
Entity Common Stock, Shares Outstanding		83,544,151

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 33,055	$ 77,496
Accounts receivable, net	58,927	72,693
Inventories	36,162	24,960
Prepaid expenses and other current assets	61,038	45,923
Total current assets	189,182	221,072
Property and equipment, net:
Property and equipment, at cost	2,138,051	2,095,887
Accumulated depreciation	(878,410)	(857,930)
Total property and equipment, net	1,259,641	1,237,957
Other assets:
Debt issuance costs	2,691	2,991
Deposits and other assets	11,284	12,821
Goodwill	630,248	630,248
Intangible assets, net of accumulated amortization of $20,260 and $19,584 as of March 31, 2018 and December 31, 2017, respectively	350,945	351,587
Total other assets	995,168	997,647
Total assets	2,443,991	2,456,676
Current liabilities:
Accounts payable	51,564	28,998
Accrued compensation, payroll taxes and benefits	23,060	26,576
Accrued insurance reserves	38,074	39,347
Accrued interest payable	21,254	26,288
Other accrued liabilities	34,352	34,617
Deferred revenue	182,268	142,014
Short-term borrowings	155,000	0
Total current liabilities	505,572	297,840
Noncurrent liabilities:
Long-term debt	2,021,675	2,021,178
Other long-term liabilities	38,074	41,488
Deferred income taxes	82,414	106,851
Total noncurrent liabilities	2,142,163	2,169,517
Total liabilities	2,647,735	2,467,357
Redeemable noncontrolling interests	494,431	494,431
Stockholders' deficit:
Preferred stock, $1.00 par value	0	0
Common stock, $0.025 par value, 140,000,000 shares authorized; 83,536,352 and 84,488,433 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively	2,088	2,112
Capital in excess of par value	1,091,755	1,086,265
Accumulated deficit	(1,723,804)	(1,529,608)
Accumulated other comprehensive loss, net of tax	(68,214)	(63,881)
Total stockholders' deficit	(698,175)	(505,112)
Total liabilities and deficit	$ 2,443,991	$ 2,456,676

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Accumulated amortization of intangible assets	$ 20,260	$ 19,584
Preferred stock, par value (in dollars per share)	$ 1.00	$ 1.00
Common stock, par value (in dollars per share)	$ 0.025	$ 0.025
Common stock, shares authorized	140,000,000	140,000,000
Common stock, shares issued	83,536,352	84,488,433
Common stock, shares outstanding	83,536,352	84,488,433

XML

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenues
Theme park admissions	$ 66,321	$ 50,948
Theme park food, merchandise and other	42,246	31,160
Sponsorship, licensing and other fees	16,092	13,290
Accommodations revenue	4,305	4,130
Total revenues	128,964	99,528
Operating expenses (excluding depreciation and amortization shown separately below)	102,500	92,900
Selling, general and administrative expenses	40,938	46,973
Costs of products sold	10,463	7,581
Other net periodic pension benefit	(1,277)	(846)
Depreciation	28,018	26,643
Amortization	611	648
Loss on disposal of assets	1,911	670
Interest expense	26,122	21,217
Interest income	(237)	(216)
Other expense (income), net	1,935	(903)
Loss before income taxes	(82,020)	(95,139)
Income tax benefit	(19,675)	(37,591)
Net loss	$ (62,345)	$ (57,548)
Earnings Per Share
Weighted-average common shares outstanding — basic and diluted:	84,457	91,151
Net loss per average common share outstanding — basic and diluted:	$ (0.74)	$ (0.63)
Cash dividends declared per common share	$ 0.78	$ 0.64

XML

Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Stock-based Compensation Expense	$ 4,553	$ 11,990

XML

Condensed Consolidation Statements of Comprehensive Income - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2018	Mar. 31, 2017
Statement of Comprehensive Income [Abstract]
Net loss		$ (62,345)	$ (57,548)
Other comprehensive income, net of tax:
Foreign currency translation adjustment (1)	[1]	4,973	2,898
Defined benefit retirement plan (2)	[2]	133	129
Change in cash flow hedging (3)	[3]	0	214
Other comprehensive income, net of tax		5,106	3,241
Comprehensive loss		$ (57,239)	$ (54,307)

[1] Foreign currency translation adjustment is presented net of tax expense of $1.3 million and $1.6 million for the three months ended March 31, 2018 and March 31, 2017, respectively.

[2] Defined benefit retirement plan is presented net of nominal tax expense for the three months ended March 31, 2018 and net of tax expense of $0.1 million for the three months ended March 31, 2017.

[3] Change in cash flow hedging is presented net of tax expense of $0.1 million for the three months ended March 31, 2017.

XML

Condensed Consolidation Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Statement of Comprehensive Income [Abstract]
Foreign currency translation adjustment, tax	$ 1,323	$ 1,600
Defined benefit retirement plan, tax	$ (46)	(82)
Change in cash flow hedging, tax		$ 100

XML

Condensed Consolidation Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash flows from operating activities:
Net loss	$ (62,345)	$ (57,548)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	28,629	27,291
Stock-based compensation	4,553	11,990
Interest accretion on notes payable	335	92
Amortization of debt issuance costs	962	1,171
Other, including loss (gain) on disposal of assets	3,820	(1,404)
Decrease in accounts receivable	14,253	14,276
Increase in inventories, prepaid expenses and other current assets	(25,715)	(24,703)
Decrease (increase) in deposits and other assets	1,550	(1,390)
Increase in accounts payable, deferred revenue, accrued liabilities and other long-term liabilities	42,950	24,911
Decrease in accrued interest payable	(5,034)	(16,036)
Deferred income taxes	(26,765)	(39,238)
Net cash used in operating activities	(22,807)	(60,588)
Cash flows from investing activities:
Additions to property and equipment	(42,483)	(51,634)
Purchase of restricted-use investments, net	0	(162)
Proceeds from sale of assets	18	10
Net cash used in investing activities	(42,465)	(51,786)
Cash flow from financing activities:
Repayment of borrowings	(7,000)	(10,151)
Proceeds from borrowings	162,000	70,000
Payment of debt issuance costs	(500)	0
Payment of cash dividends	(66,024)	(58,546)
Proceeds from issuance of common stock	11,389	21,463
Stock repurchases	(80,941)	(20,000)
Net cash provided by financing activities	18,924	2,766
Effect of exchange rate on cash	1,907	3,224
Net decrease in cash and cash equivalents	(44,441)	(106,384)
Cash and cash equivalents at beginning of period	77,496	137,385
Cash and cash equivalents at end of period	33,055	31,001
Supplemental cash flow information
Cash paid for interest	29,859	35,990
Cash paid for income taxes	$ 6,994	$ 2,662

XML

General - Basis of Presentation

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

General - Basis of Presentation

General — Basis of Presentation

We own and operate regional theme parks and waterparks and are the largest regional theme park operator in the world. Of the 20 parks we currently own or operate, 17 parks are located in the United States, two are located in Mexico and one is located in Montreal, Canada. We are also involved in the development of Six Flags-branded theme parks outside of North America.

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

"Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" contains a discussion of our results of operations and our financial position and should be read in conjunction with the unaudited condensed consolidated financial statements and notes. The 2017 Annual Report includes additional information about us, our operations and our financial position, and should be referred to in conjunction with this Quarterly Report. The information furnished in this Quarterly Report reflects all normal and recurring adjustments that are, in the opinion of management, necessary to present a fair statement of the results for the periods presented.

Results of operations for the three months ended March 31, 2018 are not indicative of the results expected for the full year. In particular, our park operations contribute a substantial majority of their annual revenue during the period from Memorial Day to Labor Day each year, while expenses are incurred year-round.

a. Consolidated U.S. GAAP Presentation

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

The unaudited condensed consolidated financial statements include our accounts and the accounts of our wholly owned subsidiaries. We also consolidate the partnerships that own Six Flags Over Texas ("SFOT") and Six Flags Over Georgia (including Six Flags White Water Atlanta) ("SFOG", and together with SFOT, the "Partnership Parks") as subsidiaries in our unaudited condensed consolidated financial statements, as we have determined that we have the power to direct the activities of those entities that most significantly impact the entities' economic performance and we have the obligation to absorb losses and receive benefits from the entities that can be potentially significant to these entities. The equity interests owned by non-affiliated parties in the Partnership Parks are reflected in the accompanying unaudited condensed consolidated balance sheets as redeemable noncontrolling interests. See Note 6 for further discussion.

b. Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, including net operating loss and other tax carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. We recorded a valuation allowance of $111.2 million and $113.5 million as of March 31, 2018 and December 31, 2017, respectively, due to uncertainties related to our ability to utilize some of our deferred tax assets, primarily consisting of certain state net operating loss and other tax carryforwards, before they expire. The valuation allowance was based on our estimates of taxable income by jurisdiction in which we operate and the period over which our deferred tax assets were recoverable. Our projected taxable income over the foreseeable future gives us comfort that we will be able to utilize all of our federal net operating loss carryforwards before they expire.

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

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

We classify interest and penalties attributable to income taxes as part of income tax expense. As of March 31, 2018 and December 31, 2017, we had no recorded amounts for accrued interest or penalties.

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

In December 2017, the Tax Cuts and Jobs Act of 2017 (the "Tax Act") was signed into law making significant changes to the Internal Revenue Code. The changes include, but are not limited to, a U.S. corporate tax rate decrease from 35% to 21%, the transition of U.S. international taxation from a worldwide tax system to a territorial system, allowing for immediate expensing of certain qualified property, modifications to many business deductions and credits, and providing various tax incentives. On December 22, 2017, Staff Accounting Bulletin No. 118 ("SAB 118") was issued to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. SAB 118 provides that in these cases a registrant should continue to apply Financial Accounting Standards Board ("FASB") Accounting Standards Update No. 2009-06, Income Taxes ("Topic 740") based on the provisions of the tax laws that were in effect immediately prior to the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for registrants to complete the accounting under Topic 740. While we were able to make reasonable estimates of the impact of the changes to Section 162(m) of the Internal Revenue Code on our tax provision for the year ended December 31, 2017, the final impact of the Tax Act may differ from these estimates, due to, among other things, changes in our interpretations of and assumptions under the Tax Act, and additional guidance that may be issued by the Internal Revenue Service. As a result, we will continue to gather additional information to determine the final impact of these changes. Additionally, due to the complexity of the Tax Act as it relates to global intangible low taxed income (“GILTI”), we are continuing to evaluate how the income tax provision will be accounted for under U.S. GAAP wherein companies are permitted to make an accounting policy election to either (i) accounting for GILTI as a component of tax expense in the period in which the company is subject to the rules, or (ii) accounting for GILTI in the company’s measurement of deferred taxes. Currently, we have not elected a method and will only do so after we complete our analysis of the GILTI provisions.

c. Long-Lived Assets

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

d. Derivative Instruments and Hedging Activities

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

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

Changes in the fair value of interest rate derivatives that were effective and that were designated and qualified as cash flow hedges were recorded in other comprehensive income (loss) until operations were affected by the variability in cash flows of the designated hedged item, at which point they were reclassified to interest expense. Changes in the fair value of derivatives that did not qualify for hedge accounting or that were de-designated were recorded in other expense, net in the unaudited condensed consolidated statements of operations.

In April 2014, we entered into three separate interest rate swap agreements (collectively, the "Interest Rate Swap Agreements") with an aggregate notional amount of $200.0 million to mitigate the risk of an increase in the LIBOR interest rate above the 0.75% minimum LIBOR rate in effect on the Term Loan B (as defined in "Item 1. Financial Statements – Notes to Consolidated Financial Statements (Unaudited) – Note 3" in this Quarterly Report). The term of the Interest Rate Swap Agreements began in June 2014 and expired in December 2017. The Interest Rate Swap Agreements served as economic hedges and provided protection against rising interest rates. Upon execution, we designated and documented the Interest Rate Swap Agreements as cash flow hedges. On March 31, 2017, the Interest Rate Swap Agreements were de-designated due to a change in the forecasted borrowings. Subsequent to the de-designation, the amounts recorded in accumulated other comprehensive income (loss) ("AOCI") were fully amortized into earnings through the original December 2017 maturity date, and we hold no derivative instruments recorded at fair value in our unaudited and audited condensed consolidated balance sheets as of March 31, 2018 and December 31, 2017, respectively.

There were no gains or losses before taxes on derivatives designated as cash flow hedges included in our unaudited condensed consolidated statements of operations for the three months ended March 31, 2018. Gains and losses before taxes on derivatives designated as cash flow hedges included in our unaudited condensed consolidated statements of operations for the three months ended March 31, 2017 included $0.1 million of gain recognized in AOCI (effective portion), $0.3 million of loss reclassified from AOCI into operations (effective portion), and a nominal amount of gain recognized in operations for derivatives (ineffective portion and amount excluded from effectiveness testing), respectively.

e. Earnings (Loss) Per Common Share

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

We incurred a net loss for the three months ended March 31, 2018 and March 31, 2017, therefore, diluted shares outstanding equaled basic shares outstanding. The computation of diluted earnings per share excluded the effect of 5,223,000 and 5,181,000 antidilutive stock options for the three months ended March 31, 2018 and March 31, 2017, respectively.

f. Fair Value of Financial Instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. We use a market approach for our recurring fair value measurements, and we endeavor to use the best information available. Accordingly, valuation techniques that maximize the use of observable impacts are favored. We present the estimated fair values and classifications of our financial instruments in accordance with FASB ASC Topic 820, Fair Value Measurement.

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

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

• The measurement of the fair value of long-term debt is based on market prices that generally are observable for similar liabilities at commonly quoted intervals and is considered a Level 2 fair value measurement. Refer to Note 3 for additional information.

g. Stock Benefit Plans

Pursuant to the Six Flags Entertainment Corporation Long-Term Incentive Plan (the "Long-Term Incentive Plan"), Holdings may grant stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, deferred stock units, performance and cash-settled awards and dividend equivalent rights ("DERs") to select employees, officers, directors and consultants of Holdings and its affiliates. In May 2017 and May 2015, our stockholders approved amendments to the Long-Term Incentive Plan that increased the number of shares available for issuance under the Long-Term Incentive Plan by 4,000,000 shares and 5,000,000 shares, respectively.

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

During the year ended December 31, 2014, a performance award was established based on our goal to achieve "Modified EBITDA" of $600 million by 2017 (the "Project 600 Performance Award"). "Modified EBITDA" is defined as the Company's consolidated income from continuing operations excluding the cumulative effect of changes in accounting principles; discontinued operations gains or losses; income tax expense or benefit; restructure costs or recoveries; reorganization items (net); other income or expense; gain or loss on early extinguishment of debt; equity in income or loss of investees; interest expense (net); gain or loss on disposal of assets; gain or loss on the sale of investees; amortization; depreciation; stock-based compensation; and fresh start accounting valuation adjustments. The compensation committee of Holdings' Board of Directors determined that, since the incremental investment in the new waterpark in Mexico was not planned when the Project 600 Performance Award goal was determined, the Project 600 Performance Award goal would be increased by an amount based on the Company’s cost of capital times the incremental investment, prorated for the number of months in 2017 the waterpark was open less pre-opening expenses incurred in 2017. On this basis, the Project 600 Performance Award goal was increased by $1.1 million to $601.1 million. We currently recognize stock-based compensation expense based on the probable late achievement of the Project 600 Performance Award in 2018, which would result in the award of half of the aggregate number of shares, or approximately 1,122,000 shares, plus associated dividend equivalent rights ("DERs").

The following table summarizes stock-based compensation expense related to the Project 600 Performance Award and related DERs for the three months ended March 31, 2018 and March 31, 2017:

	Three Months Ended
(Amounts in thousands)	March 31, 2018		March 31, 2017
Project 600 Performance Award	$	288	$	8,547
Project 600 Performance Award - DERs	724		754
Total Project 600 Performance Award Expense	$	1,012	$	9,301

In total, we have recognized $55.2 million and $8.4 million in stock-based compensation expense related to the Project 600 Performance Award and associated DERs, respectively, since we began recognizing stock-based compensation expense for this award during the third quarter of 2016. Based on the closing market price of Holdings' common stock on the last trading day of the quarter ended March 31, 2018, the total unrecognized compensation expense related to the Project 600 Performance Award was $14.7 million, plus approximately $3.2 million for the associated DERs, which will be recognized over the remaining service period.

During the three months ended March 31, 2018 and March 31, 2017, stock-based compensation expense consisted of the following: 

	Three Months Ended
(Amounts in thousands)	March 31, 2018		March 31, 2017
Long-Term Incentive Plan	$	4,478	$	11,890
Employee Stock Purchase Plan	75		100
Total Stock-Based Compensation	$	4,553	$	11,990

As of March 31, 2018, options to purchase approximately 5,223,000 shares of common stock of Holdings and approximately 14,000 shares of restricted stock or restricted stock units were outstanding under the Long-Term Incentive Plan, and approximately 5,126,000 shares were available for future grant.

h. Revenue Recognition

We recognize revenue upon admission into our parks, provision of our services, or when products are delivered to our guests. Revenues are presented in the accompanying consolidated statements of operations net of sales taxes collected from our guests that are remitted or payable to government taxing authorities. In contrast to our season pass and other multi-use offerings (such as our all-season dining pass program, which enables season pass holders and members to eat meals and snacks any day they visit the park for one upfront payment) that expire at the end of each operating season, the membership program continues on a month-to-month basis after the initial twelve-month membership term and can be canceled any time after the initial term pursuant to the terms of the membership program. Guests enrolled in the membership program can visit our parks an unlimited number of times anytime the parks are open as long as the guest remains enrolled in the membership program. For season passes, memberships in the initial twelve-month term and other multi-use admissions, we estimate a redemption rate based on historical experience and other factors and assumptions we believe to be customary and reasonable and recognize a pro-rata portion of the revenue as the guest attends our parks. We review the estimated redemption rate regularly and on an ongoing basis and revise it as necessary throughout the year. Amounts received for multi-use admissions in excess of redemptions are recognized in deferred revenue. For active memberships after the initial twelve-month term, we recognize revenue monthly as payments are received. As of March 31, 2018, deferred revenue was primarily comprised of (i) unredeemed season pass and all-season dining pass revenue, (ii) pre-sold single-day admissions revenue for the current operating season, (iii) unredeemed portions of the membership program that will primarily be recognized in 2018 and (iv) sponsorship and licensing revenues that will primarily be recognized in 2018.

We have entered into multiple agreements to assist third parties in the planning, design, development and operation of Six Flags-branded theme parks outside of North America. Pursuant to these agreements, we provide exclusivity, brand licensing and other services to assist in the design, development and project management of Six Flags-branded theme parks, as well as initial and ongoing management services. We recognize revenue under these agreements over the relevant service period of each performance obligation based on its relative selling price, as determined by our best estimate of selling price. We review the service period of each performance obligation on an ongoing basis and revise it as necessary throughout the year. Revisions to the relevant service periods of the performance obligations may result in revisions to revenue in future periods and are recognized in the period in which the change is identified.

On January 1, 2018, we adopted FASB ASC 606, Revenue from Contracts with Customers (together with the series of Accounting Standards Updates described in the first paragraph under "Recently Adopted Accounting Pronouncements" below, "Topic 606") using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under FASB ASC 605, Revenue Recognition ("Topic 605"). See Note 2 for additional information.

i. Accounts Receivable, Net

Accounts receivable are reported at net realizable value and consist primarily of amounts due from guests for the sale of group outings and multi-use admission products, such as season passes and the membership program. We are not exposed to a significant concentration of credit risk; however, based on the age of the receivables, our historical experience and other factors and assumptions we believe to be customary and reasonable, we record an allowance for doubtful accounts. As of March 31, 2018 and December 31, 2017, we have recorded an allowance for doubtful accounts of $6.8 million and $4.2 million, respectively, which is primarily comprised of estimated defaults under our membership plans. To the extent that our membership plans have not been recognized in revenue, the allowance for doubtful accounts recorded against our membership plans is offset with a corresponding reduction in deferred revenue.

j. Recently Adopted Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). The amendments in ASU 2014-09 provide for a single, principles-based model for revenue recognition that replaces the existing revenue recognition guidance. In August 2015, the FASB issued Accounting Standards Update 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date ("ASU 2015-14"), to defer the effective date of ASU 2014-09 for one year. Therefore, the new guidance is effective for annual and interim periods beginning after December 15, 2017, and replaced most existing revenue recognition guidance under U.S. GAAP. In March and April 2016, the FASB issued Accounting Standards Update No. 2016-08 and No. 2016-10, Revenue from Contracts with Customers (Topic 606) and Principal versus Agent Considerations and Identifying Performance Obligations and Licensing, respectively (together, "ASU 2016-08/10"). The amendments in ASU 2016-08/10 state that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The effective date and transition requirements for the amendments in ASU 2016-08/10 are the same as the effective date and transition requirements in ASU 2015-14. ASU 2016 08/10 permits the use of either a retrospective or cumulative effect transition method, and early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. On January 1, 2018, we adopted Topic 606 using the modified retrospective transition method applied to those contracts with customers which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under FASB ASC 605, Revenue Recognition ("Topic 605"). Refer to Note 2 for additional information.

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

• debt prepayment or debt extinguishment costs;

• settlement of zero-coupon bonds;

• contingent consideration payments made after a business combination;

• proceeds from the settlement of insurance claims;

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

• distributions received from equity method investees;

• beneficial interests in securitization transactions; and

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

On January 1, 2018, we adopted ASU 2016-15 using a retrospective transition method to each period presented. The adoption of ASU 2016-15 did not result in a material impact to the presentation of our statement of cash flows.

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash ("ASU 2016-18"). The amendments in ASU 2016-18 require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The accounting effects of ASU 2016-18 did not result in a material impact to the presentation of our statement of cash flows.

In March 2017, the FASB issued Accounting Standards Update No. 2017-07, Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost ("ASU 2017-07"). The amendments in ASU 2017-07 require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The amendments in ASU 2017-07 also require that an employer disaggregate the service cost component from the other components of net benefit cost. ASU 2017-07 is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. The amendments in ASU 2017-07 should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the condensed consolidated statements of operations. On January 1, 2018, we adopted ASU 2017-07 using a retrospective transition method to each period presented. Accordingly, the service cost component of net periodic pension cost allocated to our park employees and corporate employees was included within "Operating expenses" and "Selling, general and administrative expenses," respectively, while the other cost components were included in "Other net periodic pension benefit" in the Condensed Consolidated Statements of Operations.

Certain prior year amounts in the Condensed Consolidated Statements of Operations were reclassified to conform to current year presentation in connection with the adoption of ASU 2017-07. For the three months ended March 31, 2017, the Company reclassified $0.8 million from "Operating expenses" to "Other net periodic pension benefit." This amount represents the non-service cost component of net periodic pension costs allocable to our park level employees. For the three months ended March 31, 2017, the Company reclassified $0.1 million from "Selling, general and administrative expenses" to "Other net periodic pension benefit". This amount represents the non-service cost component of net periodic pension costs allocable to our corporate employees. A nominal amount of non-service cost components remains in "Other expense (income), net" and is not reclassified to "Other net periodic pension benefit." These amounts directly relate to certain other parks that we no longer operate but continue to service pension benefits for former employees of those parks.

In February 2018, the FASB issued Accounting Standards Update No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income ("ASU 2018-02"). The amendments in ASU 2018-02 allow entities to reclassify from AOCI to retained earnings "stranded" tax effects resulting from passage of the Act. An entity that elects to reclassify these amounts must reclassify stranded tax effects related to the change in federal tax rate for all items accounted for in other comprehensive income (e.g., employee benefits, cumulative translation adjustments). Entities may also elect to reclassify other stranded tax effects that relate to the Act but do not directly relate to the change in the federal tax rate (e.g., state taxes). However, because the amendments only relate to the reclassification of the income tax effects of the Act, the underlying guidance requiring the effect of a change in tax laws or rates to be included in income from operations is not affected. Upon adoption of ASU 2018-02, entities are required to disclose their policy for releasing the income tax effects from AOCI. ASU 2018-02 is effective for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The amendments in 2018-02 may be applied retrospectively to each period in which the effect of the Act is recognized or an entity may elect to apply the amendments in the period of adoption. On January 1, 2018, we elected to early adopt ASU 2018-02, and applied the amendments in the period of adoption. As a result, we reclassified $9.4 million of "stranded" tax effects of the Act from Accumulated other comprehensive loss to Accumulated deficit as of January 1, 2018.

k. Recent Accounting Pronouncements

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). The main amendments in ASU 2016-02 require recognition on the balance sheet of lease assets and lease liabilities by lessees for those leases classified as operating leases. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. An entity should apply ASU 2016-02 using a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements, and early adoption is permitted; however, the FASB recently proposed an optional transition method for which entities would still adopt ASU 2016-02 using a modified retrospective transition method, but would recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption rather than in the earliest period presented. We note that with the adoption of the amendments in ASU 2016-02, operating leases related to certain of our land leases with durations greater than twelve months will require recognition in our consolidated balance sheet under ASU 2016-02. This could have a material effect on our consolidated balance sheets, but we do not anticipate this will have a material effect on our results of operations or cash flows.

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Revenue

3 Months Ended

Mar. 31, 2018

Revenue from Contract with Customer [Abstract]

Revenue

Revenue

On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605.

We recorded a net reduction to our opening "Accumulated retained deficit" of $4.9 million, net of taxes of $1.3 million as of January 1, 2018 to recognize the cumulative impact of adopting Topic 606, with the impact primarily related to our international licensing revenues. The impact to revenues for the three months ended March 31, 2018 was an increase of $0.2 million as a result of applying Topic 606.

Revenue Recognition

Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Sales and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense.

In accordance with the new revenue standard disclosure requirements, the impact of adoption of Topic 606 on our condensed consolidated balance sheet as of March 31, 2018 was as follows:

(Amounts in thousands)	Balance at March 31, 2018
Balance Sheet	As Reported			Balances Without Adoption			Effect of Change Higher/(Lower)
Assets
Accounts receivable, net	$	58,927		$	63,316		$	(4,389	)
Liabilities
Deferred revenue	182,268			180,726			1,542
Deferred income taxes	82,414			81,168			1,246
Stockholders' Deficit
Accumulated deficit	(1,723,804		)	(1,728,686		)	4,882
Total stockholders' deficit	(698,175		)	(703,057		)	4,882

The impact of adoption of Topic 606 on our condensed consolidated statements of operations for the three months ended March 31, 2018 was as follows:

(Amounts in thousands)	Three Months Ended March 31, 2018
Statement of Operations	As Reported			Balances Without Adoption		Effect of Change Higher/(Lower)
Revenues
Sponsorship, licensing and other fees	$	16,092		15,843		$	249
Costs and expenses
Income tax (benefit) expense	(19,675		)	(19,727	)	52
Net loss	(62,345		)	(62,542	)	197

The following tables present our revenues disaggregated by contract duration for the three months ended March 31, 2018 and March 31, 2017, respectively. Long-term and short-term contracts consist of our contracts with customers with terms greater than one year and less than or equal to one year, respectively. Sales and usage-based taxes are excluded from revenues.

(Amounts in thousands)	Three Months Ended March 31, 2018
	Theme Park Admissions		Theme Park Food, Merchandise and Other		Sponsorship, Licensing and Other Fees		Accommodations Revenue		Consolidated
Long-term contracts	$	13,256	$	—	$	15,027	$	—	$	28,283
Short-term contracts and other (a)	53,065		42,246		1,065		4,305		100,681
Total revenues	$	66,321	$	42,246	$	16,092	$	4,305	$	128,964

(Amounts in thousands)	Three Months Ended March 31, 2017
	Theme Park Admissions		Theme Park Food, Merchandise and Other		Sponsorship, Licensing and Other Fees		Accommodations Revenue		Consolidated
Long-term contracts	$	6,387	$	—	$	11,498	$	—	$	17,885
Short-term contracts and other (a)	44,561		31,160		1,792		4,130		81,643
Total revenues	$	50,948	$	31,160	$	13,290	$	4,130	$	99,528

^(a) Other revenues primarily include sales of single-use tickets and short-term transactional sales for which we have the right to invoice.

Long-term Contracts

Our long-term contracts consist of season passes, sponsorship and licensing contracts with customers. We earn season pass revenue from customer enrollment in an offering, which entitles the customer to visit our parks, including our waterparks, throughout the duration of the parks' operating season for a fixed fee. We earn sponsorship and licensing revenue from separately-priced contracts with third parties pursuant to which we sell and advertise the third party's products within the parks in exchange for consideration, and pursuant to arrangements in which we assist in the development and management of Six Flags-branded theme parks outside of North America. Advertisements may include, but are not limited to, banners, signs, radio ads, association with certain events, sponsorship of rides within our parks, and retail promotions. International licensing generally includes pre-opening services such as brand licensing, design and development of parks, management services, and post-opening sales- and usage-based royalty payments.

The transaction price for our long-term contracts is explicitly stated within the contracts. Our sponsorship and licensing contracts may include estimated variable consideration such as penalties for delay in performance of contract terms, and certain volume-based discounts and rebates. We believe there will not be significant changes to our estimates of variable consideration.

We recognize season pass revenue in "Theme park admissions" over the estimated redemption rate as we believe this appropriately depicts the transfer of service to our customers. We estimate the redemption rate based on historical experience and other factors and assumptions we believe to be customary and reasonable. We review the estimated redemption rate regularly and on an ongoing basis and revise it as necessary throughout the year. Amounts received for multi-use admissions in excess of redemptions are recognized in "Deferred revenue." We recognize sponsorship and licensing revenues over the term of the agreement using the passage of time as a measure of complete satisfaction of the performance obligations in "Sponsorship, licensing and other fees." Amounts received for unsatisfied sponsorship and licensing performance obligations are recognized in "Deferred revenue." As a result of the adoption of Topic 606, we recognized an increase to "Sponsorship, licensing and other fees" revenue previously recognized in prior periods of $0.2 million during the three months ended March 31, 2018.

At January 1, 2018, $111.6 million of unearned revenue associated with outstanding long-term contracts was reported in "Deferred revenue," $18.3 million was recognized as revenue for long-term contracts during the three months ended March 31, 2018. As of March 31, 2018, the total unearned amount of revenue for remaining long-term contract performance obligations was $104.6 million. As of March 31, 2018, we expect to recognize estimated revenue for partially or wholly unsatisfied performance obligations on long-term contracts of approximately $142.8 million in 2018, $63.0 million in 2019, and $54.6 million thereafter.

Short-term Contracts and Other

Our short-term contracts consist primarily of season passes and memberships, and certain sponsorship and licensing contracts with customers. We earn season pass and membership revenue from customer enrollment in an offering, which entitles the customer to visit our parks, including our waterparks, throughout the duration of the parks' operating season for a fixed fee. We earn sponsorship and licensing revenues from contracts with third parties pursuant to which we sell and advertise the third party's products within our parks on a short-term basis that generally coincides with our annual operating season, and pursuant to certain activities in connection with our international licensing. The transaction price for our short-term contracts is explicitly stated within the contracts.

We generally recognize revenue from short-term contracts over the passage of time with the exception of season pass and membership revenues. We recognize season pass and membership revenues in "Theme park admissions" over the estimated redemption rate as we believe this appropriately depicts the transfer of service to our customers. We estimate the redemption rate based on historical experience and other factors and assumptions we believe to be customary and reasonable. We review the estimated redemption rate regularly and on an ongoing basis and revise it as necessary throughout the year. Amounts received for multi-use admissions in excess of redemptions are recognized in "Deferred revenue". There was no change in the pattern of recognition for season pass and membership revenue during the three months ended March 31, 2018 under Topic 606 as compared to historic accounting under Topic 605.

Other revenues consist primarily of revenues from single-use tickets for entrance to our parks, in-park services (such as the sale of food and beverages, merchandise, games and attractions, standalone parking sales and other services inside our parks), accommodations revenue, and other miscellaneous products and services. Due to the short-term transactional nature of such purchases, we have applied the practical expedient to recognize revenue for single-use ticket sales, in-park services, accommodations, and other miscellaneous services and goods for which we have the right to invoice.

Arrangements with Multiple Performance Obligations

Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the observable prices charged to customers.

Practical Expedients and Exemptions

We generally expense (i) sales commissions when incurred, and (ii) certain costs to obtain a contract because the amortization period would have been one year or less. These costs are recorded within Selling, general and administrative expenses.

We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

For certain of our contracts that have an original expected length of one or year or less, we use the practical expedient applicable to such contracts and do not consider the time value of money.

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Long-Term Indebtedness

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Long-Term Indebtedness

Long-Term Indebtedness

Credit Facility

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

On December 21, 2012, we entered into an amendment to the 2011 Credit Facility (the "2012 Credit Facility Amendment") that among other things, permitted us to (i) issue $800.0 million of senior unsecured notes (see 2024 Notes and 2027 Notes below), (ii) use $350.0 million of the proceeds of the senior unsecured notes to repay the $72.2 million that was outstanding under the Term Loan A and $277.8 million of the outstanding balance of the Term Loan B, (iii) use the remaining $450.0 million of proceeds for share repurchases and other corporate matters and (iv) reduce the interest rate payable on the Term Loan B by 25 basis points.

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

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

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

On December 20, 2016, we entered into an amendment to the Amended and Restated Credit Facility that reduced the overall borrowing rate on the Amended and Restated Term Loan B by 25 basis points through a reduction in the applicable margin from LIBOR plus 2.50% to LIBOR plus 2.25%, with the elimination of the minimum LIBOR rate requirement.

On June 21, 2017, we entered into an amendment to the Amended and Restated Credit Facility that reduced the overall borrowing rate on the Amended and Restated Term Loan B by 25 basis points through a reduction in the applicable margin from LIBOR plus 2.25% to LIBOR plus 2.00%. We capitalized $0.5 million of debt issuance costs directly associated with the issuance of this amendment and recognized a loss on debt extinguishment of $0.2 million.

On March 26, 2018, we entered into an amendment to the Amended and Restated Credit Facility that reduced the overall borrowing rate on the Amended and Restated Term Loan B by 25 basis points through a reduction in the applicable margin from LIBOR plus 2.00% to LIBOR plus 1.75%. We capitalized $0.5 million of debt issuance costs directly associated with the issuance of this amendment.

As of March 31, 2018, $155.0 million under the Amended and Restated Revolving Loan was outstanding (excluding amounts reserved for letters of credit in the amount of $19.7 million). As of December 31, 2017, no amounts under the Amended and Restated Revolving Loan were outstanding (excluding amounts reserved for letters of credit in the amount of $18.7 million). Interest on the Amended and Restated Revolving Loan accrues at an annual rate of LIBOR plus an applicable margin with an unused commitment fee based on our senior secured leverage ratio. As of March 31, 2018, the Amended and Restated Revolving Loan unused commitment fee was 0.375%. The principal amount of the Amended and Restated Revolving Loan is due and payable on June 30, 2020.

As of March 31, 2018 and December 31, 2017, $544.8 million was outstanding under the Amended and Restated Term Loan B. Interest on the Amended and Restated Term Loan B accrues at an annual rate of LIBOR plus an applicable margin, based on our consolidated leverage ratio. As of March 31, 2018, the applicable interest rate on the Amended and Restated Term Loan B was 3.63%. The Amended and Restated Term Loan B was payable in equal quarterly installments of $1.8 million, but the $150.0 million prepayment with proceeds from the 2024 Notes discussed below was applied to the quarterly amortization payments and eliminated the future quarterly amortization payments until maturity. The outstanding principal of the Amended and Restated Term Loan B is due and payable on June 30, 2022.

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

2024 Notes and 2027 Notes

On June 16, 2016, Holdings issued $300.0 million of 4.875% senior unsecured notes due July 31, 2024 (the "2024 Notes"). We capitalized $4.7 million of debt issuance costs directly associated with the issuance of the 2024 Notes. We used approximately $150.0 million of the proceeds from the issuance of the 2024 Notes to reduce our borrowings under the Amended and Restated Term Loan B and we used the remaining net proceeds of the sale of the 2024 Notes for general corporate and working capital purposes, which primarily included repurchases of our common stock.

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

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

The 2024 Notes, 2024 Notes Add-on and 2027 Notes are guaranteed by the Loan Parties. The 2024 Notes, 2024 Notes Add-on and 2027 Notes contain restrictive covenants that, subject to certain exceptions, limit or restrict, among other things, the ability of the Loan Parties to incur additional indebtedness, create liens, engage in mergers, consolidations and other fundamental changes, make investments, engage in transactions with affiliates, pay dividends and repurchase capital stock. The 2024 Notes, 2024 Notes Add-on and 2027 Notes contain certain events of default, including payment defaults, breaches of covenants and representations, cross defaults to other material indebtedness, judgment, and changes of control and bankruptcy events of default.

Long-Term Indebtedness Summary

As of March 31, 2018 and December 31, 2017, long-term debt consisted of the following: 

	As of
(Amounts in thousands)	March 31, 2018			December 31, 2017
Amended and Restated Term Loan B	$	544,750		$	544,750
2024 Notes	1,000,000			1,000,000
2027 Notes	500,000			500,000
Amended and Restated Revolving Loan	155,000			—
Net discount	(7,802		)	(8,137		)
Deferred financing costs	(15,273		)	(15,435		)
Long-term debt and Short-term borrowings	2,176,675			2,021,178
Less current portion	(155,000		)	—
Total long-term debt	$	2,021,675		$	2,021,178

Fair-Value of Long-Term Indebtedness

As of March 31, 2018 and December 31, 2017, the fair value of our long-term debt was $2,152.9 million and $2,057.1 million, respectively. The measurement of the fair value of long-term debt is based on market prices that generally are observable for similar liabilities at commonly quoted intervals and is considered a Level 2 fair value measurement.

Subsequent Debt Issuance

See Note 10, Subsequent Event, for discussion of the amendment to the Amended and Restated Credit Facility subsequent to the period of this Quarterly Report.

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Accumulated Other Comprehensive Loss

3 Months Ended

Mar. 31, 2018

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

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Loss

Changes in the composition of AOCI during the three months ended March 31, 2018 were as follows:

(Amounts in thousands)	Cumulative Translation Adjustment			Defined Benefit Plans			Income Taxes			Accumulated Other Comprehensive Loss
Balances at December 31, 2017	$	(28,822	)	$	(41,959	)	$	6,900		$	(63,881	)
Amounts reclassified from accumulated other comprehensive income (loss)	—			179			(46		)	133
Current period other comprehensive income (loss) activity	6,296			—			(1,323		)	4,973
Effects of adoption of ASU 2018-02	—			—			(9,439		)	(9,439		)
Balances at March 31, 2018	$	(22,526	)	$	(41,780	)	$	(3,908	)	$	(68,214	)

The Company adopted ASU 2018-02 on January 1, 2018. The amendments in ASU 2018-02 allow entities to reclassify from AOCI to stockholders' deficit certain "stranded" tax effects resulting from passage of the Act. As a result of the adoption as shown above, we reclassified $9.4 million of "stranded" tax effects of the Act from "Accumulated other comprehensive loss" to "Accumulated deficit" as of January 1, 2018.

The Company had the following reclassifications out of AOCI during the three months ended March 31, 2018 and March 31, 2017:

	Location of Reclassification into Income	Amount of Reclassification from AOCI
		Three Months Ended
Component of AOCI		March 31, 2018			March 31, 2017
		(Amounts in thousands)
Amortization of loss on interest rate hedge	Interest expense	$	—		$	293
	Income tax expense	—			(114		)
	Net of tax	$	—		$	179
Amortization of deferred actuarial loss and prior service cost	Operating expenses	$	179		$	211
	Income tax expense	(46		)	(82		)
	Net of tax	$	133		$	129
Total reclassifications		$	133		$	308

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Partnership Parks

On April 1, 1998, we acquired all of the capital stock of the former Six Flags Entertainment Corporation (a corporation that has been merged out of existence and that has always been a separate corporation from Holdings, "Former SFEC") for $976.0 million, paid in cash. In addition to our obligations under outstanding indebtedness and other securities issued or assumed in the Former SFEC acquisition, we also guaranteed certain contractual obligations relating to the Partnership Parks. Specifically, we guaranteed the obligations of the general partners of those partnerships to (i) make minimum annual distributions (including rent) of approximately $71.1 million in 2018 (subject to cost of living adjustments) to the limited partners in the Partnership Parks (based on our ownership of units as of March 31, 2018, our share of the distribution will be approximately $31.1 million) and (ii) make minimum capital expenditures at each of the Partnership Parks during rolling five-year periods, based generally on 6% of the Partnership Parks' revenues. Cash flow from operations at the Partnership Parks is used to satisfy these requirements first, before any funds are required from us. We also guaranteed the obligation of our subsidiaries to annually purchase all outstanding limited partnership units to the extent tendered by the unit holders (the "Partnership Park Put"). The agreed price for units tendered in the Partnership Park Put is based on a valuation of each of the respective Partnership Parks (the "Specified Price") that is the greater of (a) a valuation for each of the respective Partnership Parks derived by multiplying such park's weighted average four year EBITDA (as defined in the agreements that govern the partnerships) by a specified multiple (8.0 in the case of SFOG and 8.5 in the case of SFOT) and (b) a valuation derived from the highest prices previously paid for the units of the Partnership Parks by certain entities. Pursuant to the valuation methodologies described in the preceding sentence, the Specified Price for the Partnership Parks, if determined as of March 31, 2018, is $387.0 million in the case of SFOG and $485.2 million in the case of SFOT. As of March 31, 2018, we owned approximately 31.0% and 53.1% of the Georgia limited partner interests and Texas limited partner interests, respectively. Our obligations with respect to SFOG and SFOT will continue until 2027 and 2028, respectively.

In 2027 and 2028, we will have the option to purchase all remaining units in the Georgia limited partner and the Texas limited partner, respectively, at a price based on the Specified Price, increased by a cost of living adjustment. As of the date of this Quarterly Report, no partnership units in the Georgia partnership have been tendered for purchase pursuant to the 2018 annual offer, and we expect to purchase units from the Texas partnership for a nominal amount in May 2018 pursuant to the 2018 annual offer. As we purchase additional units, we are entitled to a proportionate increase in our share of the minimum annual distributions. The maximum unit purchase obligations for 2018 at both parks will be approximately $494.4 million, representing approximately 69.0% of the outstanding units of SFOG and 46.9% of the outstanding units of SFOT. An additional $350.0 million of the Amended and Restated Term Loan B under the Amended and Restated Credit Facility is available for borrowing for future "put" obligations, if necessary.

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

We incurred $24.7 million of capital expenditures at these parks during the 2017 season and intend to incur approximately $15.6 million of capital expenditures at these parks for the 2018 season, an amount in excess of the minimum required expenditure. Cash flows from operations at the Partnership Parks will be used to satisfy the annual distribution and capital expenditure requirements, before any funds are required from us. The Partnership Parks generated approximately $77.3 million of cash in 2017 from operating activities after deduction of capital expenditures and excluding the impact of short-term intercompany advances from or payments to Holdings. As of March 31, 2018 and December 31, 2017, we had total loans receivable outstanding of $239.3 million from the partnerships that own the Partnership Parks, primarily to fund the acquisition of Six Flags White Water Atlanta and to make capital improvements to the Partnership Parks and distributions to the limited partners in prior years.

Insurance

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

The majority of our current insurance policies expire on December 31, 2018. We generally renegotiate our insurance policies on an annual basis. We cannot predict the level of the premiums that we may be required to pay for subsequent insurance coverage, the level of any self-insurance retention applicable thereto, the level of aggregate coverage available or the availability of coverage for specific risks.

Litigation

We are party to various legal actions arising in the normal course of business, including the cases discussed below. We record a liability when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated.  We evaluate developments in our legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and make adjustments as appropriate. We exercise significant judgment to evaluate both the likelihood and the estimated amount of a loss related to such matters. Based on our current knowledge, we believe that the amount of reasonably possible loss will not, either individually or in aggregate, have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, the outcome of such legal matters is subject to inherent uncertainties and management’s view of these matters may change in the future.

On January 7, 2016, a potential class action complaint was filed against Six Flags Entertainment Corporation in the Circuit Court of Lake County, Illinois. On April 22, 2016, Great America, LLC was added as a defendant. The complaint asserts that we violated the Illinois Biometric Information Privacy Act ("BIPA") in connection with the admission of season pass holders and members through the finger scan program that commenced in the 2014 operating season at Six Flags Great America in Gurnee, Illinois, and seeks statutory damages, attorneys' fees and an injunction. An aggrieved party under BIPA may recover (i) $1,000 if a company is found to have negligently violated BIPA or (ii) $5,000 if found to have intentionally or recklessly violated BIPA, plus reasonable attorneys' fees in each case. The complaint does not allege that any information was misused or disseminated. On April 7, 2017, the court certified two questions for consideration by the Illinois Appellate Court of the Second District. On June 7, 2017, the Illinois Appellate Court granted our motion to appeal. Accordingly, two questions regarding the interpretation of BIPA were certified for consideration by the Illinois Appellate Court. On December 21, 2017, the Illinois Appellate Court found in our favor, holding that the plaintiff had to allege more than a technical violation of BIPA and had to be injured in some way. On March 1, 2018, the plaintiff filed a petition for leave to appeal to the Illinois Supreme Court. We intend to continue to vigorously defend ourselves against this litigation. Since this litigation is still in an early stage, the outcome is currently not determinable and a reasonable estimate of loss or range of loss in excess of the immaterial amount that we have recorded for this litigation cannot be made.

During 2017, four potential class action complaints were filed against Six Flags Entertainment Corporation or one of its subsidiaries. Complaints were filed on August 11, 2017 in the Circuit Court of Lake County, Illinois, on September 1, 2017 in the United States District Court for the Northern District of Georgia, on September 11, 2017 in the Superior Court of Los Angeles County, California, and on November 30, 2017 in the Superior Court of Ocean County, New Jersey. The complaints allege that we, in violation of federal law, printed more than the last five digits of a credit or debit card number on customers’ receipts, and/or the expiration dates of those cards. A willful violation may subject a company to liability for actual damages or statutory damages between $100 and $1,000 per person, punitive damages in an amount determined by a court, and reasonable attorneys’ fees, all of which are sought by the plaintiffs. The complaints do not allege that any information was misused. We intend to vigorously defend ourselves against this litigation. Since this litigation is in an early stage, the outcome is currently not determinable and a reasonable estimate of loss or range of loss cannot be made.

Tax and Other Contingencies

As of March 31, 2018 and December 31, 2017, we had a nominal amount of accrued liabilities for tax and other indemnification contingencies related to certain parks sold in previous years that could be recognized as recovery of losses in the future if such liabilities are not requested to be paid.

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Redeemable Noncontrolling Interests

3 Months Ended

Mar. 31, 2018

Noncontrolling Interest [Abstract]

Redeemable Noncontrolling Interests

Redeemable Noncontrolling Interests

Redeemable noncontrolling interests represent the non-affiliated parties' share of the assets of the Partnership Parks that are less than wholly-owned: SFOT, SFOG and Six Flags White Water Atlanta, which is owned by the partnership that owns SFOG. As of March 31, 2018, redeemable noncontrolling interests in the SFOT and SFOG partnerships was $227.6 million and $266.8 million, respectively.

See Note 5 for a description of the partnership arrangements applicable to the Partnership Parks, the accounts of which are included in the accompanying unaudited condensed consolidated financial statements. The redemption value of the noncontrolling partnership units in SFOT and SFOG as of March 31, 2018 was approximately $227.6 million and $266.8 million, respectively.

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Business Segments

3 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

Business Segments

Business Segments

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

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

	Three Months Ended
(Amounts in thousands)	March 31, 2018			March 31, 2017
Net loss	$	(62,345	)	$	(57,548	)
Interest expense, net	25,885			21,001
Income tax benefit	(19,675		)	(37,591		)
Depreciation and amortization	28,629			27,291
Corporate expenses	15,014			15,042
Stock-based compensation	4,553			11,990
Non-operating park level expense, net:
Loss on disposal of assets	1,911			670
Other expense (income), net	1,935			(903		)
Park EBITDA	$	(4,093	)	$	(20,048	)

All of our owned or managed parks are located in the United States with the exception of two parks in Mexico and one park in Montreal, Canada. We also have revenue and expenses related to the development of Six Flags-branded theme parks outside of North America. The following information reflects our long-lived assets (which consists of property and equipment and intangible assets), revenues and loss before income taxes by domestic and foreign categories as of or for the three months ended March 31, 2018 and March 31, 2017:

	Domestic			Foreign			Total
2018	(Amounts in thousands)
Long-lived assets	$	2,137,252		$	103,582		$	2,240,834
Revenues	109,497			19,467			128,964
Loss before income taxes	(81,294		)	(726		)	(82,020		)
2017
Long-lived assets	$	2,134,872		$	95,302		$	2,230,174
Revenues	85,451			14,077			99,528
Loss before income taxes	(93,041		)	(2,098		)	(95,139		)

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Pension Benefits

3 Months Ended

Mar. 31, 2018

Retirement Benefits [Abstract]

Pension Benefits

Pension Benefits

We froze our pension plan effective March 31, 2006, pursuant to which most participants no longer earned future pension benefits. Effective February 16, 2009, the remaining participants in the pension plan no longer earned future benefits. The following summarizes our pension costs during the three months ended March 31, 2018 and March 31, 2017:

	Three Months Ended
(Amounts in thousands)	March 31, 2018			March 31, 2017
Service cost	$	400		$	425
Interest cost	1,849			2,065
Expected return on plan assets	(3,438		)	(3,211		)
Amortization of net actuarial loss	179			211
Total net periodic benefit	$	(1,010	)	$	(510	)

The components of net periodic pension benefit other than the service cost component were included in "Other net periodic pension benefit" in the Condensed Consolidated Statements of Operations.

Weighted-Average Assumptions Used To Determine Net Cost

	Three Months Ended
	March 31, 2018		March 31, 2017
Discount rate	3.45	%	3.90	%
Rate of compensation increase	N/A		N/A
Expected return on plan assets	7.25	%	7.25	%

Employer Contributions

During each of the three months ended March 31, 2018 and March 31, 2017, we made pension contributions of $1.5 million.

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Stock Repurchase Plans

3 Months Ended

Mar. 31, 2018

Class of Stock Disclosures [Abstract]

Stock Repurchase Plans

Stock Repurchase Plans

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

On March 30, 2017, Holdings announced that its Board of Directors approved a new stock repurchase plan that permits Holdings to repurchase an incremental $500.0 million in shares of Holdings' common stock (the "March 2017 Stock Repurchase Plan"). As of April 20, 2018, Holdings repurchased 4,078,000 shares at a cumulative cost of approximately $238.2 million and an average price per share of $58.41 under the March 2017 Stock Repurchase Plan, leaving approximately $261.8 million available for permitted repurchases.

The amount of share repurchases is limited by the covenants in the Amended and Restated Credit Facility, the 2024 Notes, the 2024 Notes Add-on and the 2027 Notes. We will continue to evaluate the share repurchase limits under the covenants on an ongoing basis to determine our ability to utilize the remaining amount authorized for share repurchases. See Note 3 for further discussion.

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Subsequent Event

3 Months Ended

Mar. 31, 2018

Subsequent Events [Abstract]

Subsequent Event

Subsequent Event

After the close of our quarter ended March 31, 2018, we completed our previously announced upsize to our Term Loan B Credit Facility on April 18, 2018.  The upsize increased our Term Loan B borrowings by $39.0 million. The proceeds of the additional borrowing will be used for general corporate purposes including repurchases of the Company’s common stock.

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General - Basis of Presentation (Policies)

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Consolidated U.S. GAAP Presentation

Consolidated U.S. GAAP Presentation

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

The unaudited condensed consolidated financial statements include our accounts and the accounts of our wholly owned subsidiaries. We also consolidate the partnerships that own Six Flags Over Texas ("SFOT") and Six Flags Over Georgia (including Six Flags White Water Atlanta) ("SFOG", and together with SFOT, the "Partnership Parks") as subsidiaries in our unaudited condensed consolidated financial statements, as we have determined that we have the power to direct the activities of those entities that most significantly impact the entities' economic performance and we have the obligation to absorb losses and receive benefits from the entities that can be potentially significant to these entities. The equity interests owned by non-affiliated parties in the Partnership Parks are reflected in the accompanying unaudited condensed consolidated balance sheets as redeemable noncontrolling interests. See Note 6 for further discussion.

Income Taxes

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, including net operating loss and other tax carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. We recorded a valuation allowance of $111.2 million and $113.5 million as of March 31, 2018 and December 31, 2017, respectively, due to uncertainties related to our ability to utilize some of our deferred tax assets, primarily consisting of certain state net operating loss and other tax carryforwards, before they expire. The valuation allowance was based on our estimates of taxable income by jurisdiction in which we operate and the period over which our deferred tax assets were recoverable. Our projected taxable income over the foreseeable future gives us comfort that we will be able to utilize all of our federal net operating loss carryforwards before they expire.

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

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

We classify interest and penalties attributable to income taxes as part of income tax expense. As of March 31, 2018 and December 31, 2017, we had no recorded amounts for accrued interest or penalties.

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

In December 2017, the Tax Cuts and Jobs Act of 2017 (the "Tax Act") was signed into law making significant changes to the Internal Revenue Code. The changes include, but are not limited to, a U.S. corporate tax rate decrease from 35% to 21%, the transition of U.S. international taxation from a worldwide tax system to a territorial system, allowing for immediate expensing of certain qualified property, modifications to many business deductions and credits, and providing various tax incentives. On December 22, 2017, Staff Accounting Bulletin No. 118 ("SAB 118") was issued to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. SAB 118 provides that in these cases a registrant should continue to apply Financial Accounting Standards Board ("FASB") Accounting Standards Update No. 2009-06, Income Taxes ("Topic 740") based on the provisions of the tax laws that were in effect immediately prior to the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for registrants to complete the accounting under Topic 740. While we were able to make reasonable estimates of the impact of the changes to Section 162(m) of the Internal Revenue Code on our tax provision for the year ended December 31, 2017, the final impact of the Tax Act may differ from these estimates, due to, among other things, changes in our interpretations of and assumptions under the Tax Act, and additional guidance that may be issued by the Internal Revenue Service. As a result, we will continue to gather additional information to determine the final impact of these changes. Additionally, due to the complexity of the Tax Act as it relates to global intangible low taxed income (“GILTI”), we are continuing to evaluate how the income tax provision will be accounted for under U.S. GAAP wherein companies are permitted to make an accounting policy election to either (i) accounting for GILTI as a component of tax expense in the period in which the company is subject to the rules, or (ii) accounting for GILTI in the company’s measurement of deferred taxes. Currently, we have not elected a method and will only do so after we complete our analysis of the GILTI provisions.

Long-Lived Assets

Long-Lived Assets

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

Derivative Instruments and Hedging Activities

Derivative Instruments and Hedging Activities

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

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

Changes in the fair value of interest rate derivatives that were effective and that were designated and qualified as cash flow hedges were recorded in other comprehensive income (loss) until operations were affected by the variability in cash flows of the designated hedged item, at which point they were reclassified to interest expense. Changes in the fair value of derivatives that did not qualify for hedge accounting or that were de-designated were recorded in other expense, net in the unaudited condensed consolidated statements of operations.

In April 2014, we entered into three separate interest rate swap agreements (collectively, the "Interest Rate Swap Agreements") with an aggregate notional amount of $200.0 million to mitigate the risk of an increase in the LIBOR interest rate above the 0.75% minimum LIBOR rate in effect on the Term Loan B (as defined in "Item 1. Financial Statements – Notes to Consolidated Financial Statements (Unaudited) – Note 3" in this Quarterly Report). The term of the Interest Rate Swap Agreements began in June 2014 and expired in December 2017. The Interest Rate Swap Agreements served as economic hedges and provided protection against rising interest rates. Upon execution, we designated and documented the Interest Rate Swap Agreements as cash flow hedges. On March 31, 2017, the Interest Rate Swap Agreements were de-designated due to a change in the forecasted borrowings. Subsequent to the de-designation, the amounts recorded in accumulated other comprehensive income (loss) ("AOCI") were fully amortized into earnings through the original December 2017 maturity date, and we hold no derivative instruments recorded at fair value in our unaudited and audited condensed consolidated balance sheets as of March 31, 2018 and December 31, 2017, respectively.

There were no gains or losses before taxes on derivatives designated as cash flow hedges included in our unaudited condensed consolidated statements of operations for the three months ended March 31, 2018. Gains and losses before taxes on derivatives designated as cash flow hedges included in our unaudited condensed consolidated statements of operations for the three months ended March 31, 2017 included $0.1 million of gain recognized in AOCI (effective portion), $0.3 million of loss reclassified from AOCI into operations (effective portion), and a nominal amount of gain recognized in operations for derivatives (ineffective portion and amount excluded from effectiveness testing), respectively.

Earnings (Loss) Per Common Share

Earnings (Loss) Per Common Share

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

We incurred a net loss for the three months ended March 31, 2018 and March 31, 2017, therefore, diluted shares outstanding equaled basic shares outstanding. The computation of diluted earnings per share excluded the effect of 5,223,000 and 5,181,000 antidilutive stock options for the three months ended March 31, 2018 and March 31, 2017, respectively.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. We use a market approach for our recurring fair value measurements, and we endeavor to use the best information available. Accordingly, valuation techniques that maximize the use of observable impacts are favored. We present the estimated fair values and classifications of our financial instruments in accordance with FASB ASC Topic 820, Fair Value Measurement.

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

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

• The measurement of the fair value of long-term debt is based on market prices that generally are observable for similar liabilities at commonly quoted intervals and is considered a Level 2 fair value measurement. Refer to Note 3 for additional information.

Stock Benefit Plans

Stock Benefit Plans

Pursuant to the Six Flags Entertainment Corporation Long-Term Incentive Plan (the "Long-Term Incentive Plan"), Holdings may grant stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, deferred stock units, performance and cash-settled awards and dividend equivalent rights ("DERs") to select employees, officers, directors and consultants of Holdings and its affiliates. In May 2017 and May 2015, our stockholders approved amendments to the Long-Term Incentive Plan that increased the number of shares available for issuance under the Long-Term Incentive Plan by 4,000,000 shares and 5,000,000 shares, respectively.

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

During the year ended December 31, 2014, a performance award was established based on our goal to achieve "Modified EBITDA" of $600 million by 2017 (the "Project 600 Performance Award"). "Modified EBITDA" is defined as the Company's consolidated income from continuing operations excluding the cumulative effect of changes in accounting principles; discontinued operations gains or losses; income tax expense or benefit; restructure costs or recoveries; reorganization items (net); other income or expense; gain or loss on early extinguishment of debt; equity in income or loss of investees; interest expense (net); gain or loss on disposal of assets; gain or loss on the sale of investees; amortization; depreciation; stock-based compensation; and fresh start accounting valuation adjustments. The compensation committee of Holdings' Board of Directors determined that, since the incremental investment in the new waterpark in Mexico was not planned when the Project 600 Performance Award goal was determined, the Project 600 Performance Award goal would be increased by an amount based on the Company’s cost of capital times the incremental investment, prorated for the number of months in 2017 the waterpark was open less pre-opening expenses incurred in 2017. On this basis, the Project 600 Performance Award goal was increased by $1.1 million to $601.1 million. We currently recognize stock-based compensation expense based on the probable late achievement of the Project 600 Performance Award in 2018, which would result in the award of half of the aggregate number of shares, or approximately 1,122,000 shares, plus associated dividend equivalent rights ("DERs").

The following table summarizes stock-based compensation expense related to the Project 600 Performance Award and related DERs for the three months ended March 31, 2018 and March 31, 2017:

	Three Months Ended
(Amounts in thousands)	March 31, 2018		March 31, 2017
Project 600 Performance Award	$	288	$	8,547
Project 600 Performance Award - DERs	724		754
Total Project 600 Performance Award Expense	$	1,012	$	9,301

In total, we have recognized $55.2 million and $8.4 million in stock-based compensation expense related to the Project 600 Performance Award and associated DERs, respectively, since we began recognizing stock-based compensation expense for this award during the third quarter of 2016. Based on the closing market price of Holdings' common stock on the last trading day of the quarter ended March 31, 2018, the total unrecognized compensation expense related to the Project 600 Performance Award was $14.7 million, plus approximately $3.2 million for the associated DERs, which will be recognized over the remaining service period.

During the three months ended March 31, 2018 and March 31, 2017, stock-based compensation expense consisted of the following: 

	Three Months Ended
(Amounts in thousands)	March 31, 2018		March 31, 2017
Long-Term Incentive Plan	$	4,478	$	11,890
Employee Stock Purchase Plan	75		100
Total Stock-Based Compensation	$	4,553	$	11,990

As of March 31, 2018, options to purchase approximately 5,223,000 shares of common stock of Holdings and approximately 14,000 shares of restricted stock or restricted stock units were outstanding under the Long-Term Incentive Plan, and approximately 5,126,000 shares were available for future grant.

Revenue Recognition

Revenue Recognition

We recognize revenue upon admission into our parks, provision of our services, or when products are delivered to our guests. Revenues are presented in the accompanying consolidated statements of operations net of sales taxes collected from our guests that are remitted or payable to government taxing authorities. In contrast to our season pass and other multi-use offerings (such as our all-season dining pass program, which enables season pass holders and members to eat meals and snacks any day they visit the park for one upfront payment) that expire at the end of each operating season, the membership program continues on a month-to-month basis after the initial twelve-month membership term and can be canceled any time after the initial term pursuant to the terms of the membership program. Guests enrolled in the membership program can visit our parks an unlimited number of times anytime the parks are open as long as the guest remains enrolled in the membership program. For season passes, memberships in the initial twelve-month term and other multi-use admissions, we estimate a redemption rate based on historical experience and other factors and assumptions we believe to be customary and reasonable and recognize a pro-rata portion of the revenue as the guest attends our parks. We review the estimated redemption rate regularly and on an ongoing basis and revise it as necessary throughout the year. Amounts received for multi-use admissions in excess of redemptions are recognized in deferred revenue. For active memberships after the initial twelve-month term, we recognize revenue monthly as payments are received. As of March 31, 2018, deferred revenue was primarily comprised of (i) unredeemed season pass and all-season dining pass revenue, (ii) pre-sold single-day admissions revenue for the current operating season, (iii) unredeemed portions of the membership program that will primarily be recognized in 2018 and (iv) sponsorship and licensing revenues that will primarily be recognized in 2018.

We have entered into multiple agreements to assist third parties in the planning, design, development and operation of Six Flags-branded theme parks outside of North America. Pursuant to these agreements, we provide exclusivity, brand licensing and other services to assist in the design, development and project management of Six Flags-branded theme parks, as well as initial and ongoing management services. We recognize revenue under these agreements over the relevant service period of each performance obligation based on its relative selling price, as determined by our best estimate of selling price. We review the service period of each performance obligation on an ongoing basis and revise it as necessary throughout the year. Revisions to the relevant service periods of the performance obligations may result in revisions to revenue in future periods and are recognized in the period in which the change is identified.

On January 1, 2018, we adopted FASB ASC 606, Revenue from Contracts with Customers (together with the series of Accounting Standards Updates described in the first paragraph under "Recently Adopted Accounting Pronouncements" below, "Topic 606") using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under FASB ASC 605, Revenue Recognition ("Topic 605"). See Note 2 for additional information.

Accounts Receivable, Net

Accounts Receivable, Net

Accounts receivable are reported at net realizable value and consist primarily of amounts due from guests for the sale of group outings and multi-use admission products, such as season passes and the membership program. We are not exposed to a significant concentration of credit risk; however, based on the age of the receivables, our historical experience and other factors and assumptions we believe to be customary and reasonable, we record an allowance for doubtful accounts. As of March 31, 2018 and December 31, 2017, we have recorded an allowance for doubtful accounts of $6.8 million and $4.2 million, respectively, which is primarily comprised of estimated defaults under our membership plans. To the extent that our membership plans have not been recognized in revenue, the allowance for doubtful accounts recorded against our membership plans is offset with a corresponding reduction in deferred revenue.

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). The amendments in ASU 2014-09 provide for a single, principles-based model for revenue recognition that replaces the existing revenue recognition guidance. In August 2015, the FASB issued Accounting Standards Update 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date ("ASU 2015-14"), to defer the effective date of ASU 2014-09 for one year. Therefore, the new guidance is effective for annual and interim periods beginning after December 15, 2017, and replaced most existing revenue recognition guidance under U.S. GAAP. In March and April 2016, the FASB issued Accounting Standards Update No. 2016-08 and No. 2016-10, Revenue from Contracts with Customers (Topic 606) and Principal versus Agent Considerations and Identifying Performance Obligations and Licensing, respectively (together, "ASU 2016-08/10"). The amendments in ASU 2016-08/10 state that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The effective date and transition requirements for the amendments in ASU 2016-08/10 are the same as the effective date and transition requirements in ASU 2015-14. ASU 2016 08/10 permits the use of either a retrospective or cumulative effect transition method, and early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. On January 1, 2018, we adopted Topic 606 using the modified retrospective transition method applied to those contracts with customers which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under FASB ASC 605, Revenue Recognition ("Topic 605"). Refer to Note 2 for additional information.

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

• debt prepayment or debt extinguishment costs;

• settlement of zero-coupon bonds;

• contingent consideration payments made after a business combination;

• proceeds from the settlement of insurance claims;

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

• distributions received from equity method investees;

• beneficial interests in securitization transactions; and

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

On January 1, 2018, we adopted ASU 2016-15 using a retrospective transition method to each period presented. The adoption of ASU 2016-15 did not result in a material impact to the presentation of our statement of cash flows.

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash ("ASU 2016-18"). The amendments in ASU 2016-18 require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The accounting effects of ASU 2016-18 did not result in a material impact to the presentation of our statement of cash flows.

In March 2017, the FASB issued Accounting Standards Update No. 2017-07, Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost ("ASU 2017-07"). The amendments in ASU 2017-07 require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The amendments in ASU 2017-07 also require that an employer disaggregate the service cost component from the other components of net benefit cost. ASU 2017-07 is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. The amendments in ASU 2017-07 should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the condensed consolidated statements of operations. On January 1, 2018, we adopted ASU 2017-07 using a retrospective transition method to each period presented. Accordingly, the service cost component of net periodic pension cost allocated to our park employees and corporate employees was included within "Operating expenses" and "Selling, general and administrative expenses," respectively, while the other cost components were included in "Other net periodic pension benefit" in the Condensed Consolidated Statements of Operations.

Certain prior year amounts in the Condensed Consolidated Statements of Operations were reclassified to conform to current year presentation in connection with the adoption of ASU 2017-07. For the three months ended March 31, 2017, the Company reclassified $0.8 million from "Operating expenses" to "Other net periodic pension benefit." This amount represents the non-service cost component of net periodic pension costs allocable to our park level employees. For the three months ended March 31, 2017, the Company reclassified $0.1 million from "Selling, general and administrative expenses" to "Other net periodic pension benefit". This amount represents the non-service cost component of net periodic pension costs allocable to our corporate employees. A nominal amount of non-service cost components remains in "Other expense (income), net" and is not reclassified to "Other net periodic pension benefit." These amounts directly relate to certain other parks that we no longer operate but continue to service pension benefits for former employees of those parks.

In February 2018, the FASB issued Accounting Standards Update No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income ("ASU 2018-02"). The amendments in ASU 2018-02 allow entities to reclassify from AOCI to retained earnings "stranded" tax effects resulting from passage of the Act. An entity that elects to reclassify these amounts must reclassify stranded tax effects related to the change in federal tax rate for all items accounted for in other comprehensive income (e.g., employee benefits, cumulative translation adjustments). Entities may also elect to reclassify other stranded tax effects that relate to the Act but do not directly relate to the change in the federal tax rate (e.g., state taxes). However, because the amendments only relate to the reclassification of the income tax effects of the Act, the underlying guidance requiring the effect of a change in tax laws or rates to be included in income from operations is not affected. Upon adoption of ASU 2018-02, entities are required to disclose their policy for releasing the income tax effects from AOCI. ASU 2018-02 is effective for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The amendments in 2018-02 may be applied retrospectively to each period in which the effect of the Act is recognized or an entity may elect to apply the amendments in the period of adoption. On January 1, 2018, we elected to early adopt ASU 2018-02, and applied the amendments in the period of adoption. As a result, we reclassified $9.4 million of "stranded" tax effects of the Act from Accumulated other comprehensive loss to Accumulated deficit as of January 1, 2018.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). The main amendments in ASU 2016-02 require recognition on the balance sheet of lease assets and lease liabilities by lessees for those leases classified as operating leases. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. An entity should apply ASU 2016-02 using a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements, and early adoption is permitted; however, the FASB recently proposed an optional transition method for which entities would still adopt ASU 2016-02 using a modified retrospective transition method, but would recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption rather than in the earliest period presented. We note that with the adoption of the amendments in ASU 2016-02, operating leases related to certain of our land leases with durations greater than twelve months will require recognition in our consolidated balance sheet under ASU 2016-02. This could have a material effect on our consolidated balance sheets, but we do not anticipate this will have a material effect on our results of operations or cash flows.

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General - Basis of Presentation (Tables)

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

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

The following table summarizes stock-based compensation expense related to the Project 600 Performance Award and related DERs for the three months ended March 31, 2018 and March 31, 2017:

	Three Months Ended
(Amounts in thousands)	March 31, 2018		March 31, 2017
Project 600 Performance Award	$	288	$	8,547
Project 600 Performance Award - DERs	724		754
Total Project 600 Performance Award Expense	$	1,012	$	9,301

Allocation of Share-based Compensation Costs by Plan

During the three months ended March 31, 2018 and March 31, 2017, stock-based compensation expense consisted of the following: 

	Three Months Ended
(Amounts in thousands)	March 31, 2018		March 31, 2017
Long-Term Incentive Plan	$	4,478	$	11,890
Employee Stock Purchase Plan	75		100
Total Stock-Based Compensation	$	4,553	$	11,990

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Revenue (Tables)

3 Months Ended

Mar. 31, 2018

Revenue from Contract with Customer [Abstract]

Schedule of Impact of Adoption

In accordance with the new revenue standard disclosure requirements, the impact of adoption of Topic 606 on our condensed consolidated balance sheet as of March 31, 2018 was as follows:

(Amounts in thousands)	Balance at March 31, 2018
Balance Sheet	As Reported			Balances Without Adoption			Effect of Change Higher/(Lower)
Assets
Accounts receivable, net	$	58,927		$	63,316		$	(4,389	)
Liabilities
Deferred revenue	182,268			180,726			1,542
Deferred income taxes	82,414			81,168			1,246
Stockholders' Deficit
Accumulated deficit	(1,723,804		)	(1,728,686		)	4,882
Total stockholders' deficit	(698,175		)	(703,057		)	4,882

The impact of adoption of Topic 606 on our condensed consolidated statements of operations for the three months ended March 31, 2018 was as follows:

(Amounts in thousands)	Three Months Ended March 31, 2018
Statement of Operations	As Reported			Balances Without Adoption		Effect of Change Higher/(Lower)
Revenues
Sponsorship, licensing and other fees	$	16,092		15,843		$	249
Costs and expenses
Income tax (benefit) expense	(19,675		)	(19,727	)	52
Net loss	(62,345		)	(62,542	)	197

Revenues Disaggregated by Contract Duration

The following tables present our revenues disaggregated by contract duration for the three months ended March 31, 2018 and March 31, 2017, respectively. Long-term and short-term contracts consist of our contracts with customers with terms greater than one year and less than or equal to one year, respectively. Sales and usage-based taxes are excluded from revenues.

(Amounts in thousands)	Three Months Ended March 31, 2018
	Theme Park Admissions		Theme Park Food, Merchandise and Other		Sponsorship, Licensing and Other Fees		Accommodations Revenue		Consolidated
Long-term contracts	$	13,256	$	—	$	15,027	$	—	$	28,283
Short-term contracts and other (a)	53,065		42,246		1,065		4,305		100,681
Total revenues	$	66,321	$	42,246	$	16,092	$	4,305	$	128,964

(Amounts in thousands)	Three Months Ended March 31, 2017
	Theme Park Admissions		Theme Park Food, Merchandise and Other		Sponsorship, Licensing and Other Fees		Accommodations Revenue		Consolidated
Long-term contracts	$	6,387	$	—	$	11,498	$	—	$	17,885
Short-term contracts and other (a)	44,561		31,160		1,792		4,130		81,643
Total revenues	$	50,948	$	31,160	$	13,290	$	4,130	$	99,528

^(a) Other revenues primarily include sales of single-use tickets and short-term transactional sales for which we have the right to invoice.

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Long-Term Indebtedness (Tables)

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Schedule of long-term debt

As of March 31, 2018 and December 31, 2017, long-term debt consisted of the following: 

	As of
(Amounts in thousands)	March 31, 2018			December 31, 2017
Amended and Restated Term Loan B	$	544,750		$	544,750
2024 Notes	1,000,000			1,000,000
2027 Notes	500,000			500,000
Amended and Restated Revolving Loan	155,000			—
Net discount	(7,802		)	(8,137		)
Deferred financing costs	(15,273		)	(15,435		)
Long-term debt and Short-term borrowings	2,176,675			2,021,178
Less current portion	(155,000		)	—
Total long-term debt	$	2,021,675		$	2,021,178

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Accumulated Other Comprehensive Loss (Tables)

3 Months Ended

Mar. 31, 2018

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

Schedule of components of AOCI

Changes in the composition of AOCI during the three months ended March 31, 2018 were as follows:

(Amounts in thousands)	Cumulative Translation Adjustment			Defined Benefit Plans			Income Taxes			Accumulated Other Comprehensive Loss
Balances at December 31, 2017	$	(28,822	)	$	(41,959	)	$	6,900		$	(63,881	)
Amounts reclassified from accumulated other comprehensive income (loss)	—			179			(46		)	133
Current period other comprehensive income (loss) activity	6,296			—			(1,323		)	4,973
Effects of adoption of ASU 2018-02	—			—			(9,439		)	(9,439		)
Balances at March 31, 2018	$	(22,526	)	$	(41,780	)	$	(3,908	)	$	(68,214	)

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

The Company had the following reclassifications out of AOCI during the three months ended March 31, 2018 and March 31, 2017:

	Location of Reclassification into Income	Amount of Reclassification from AOCI
		Three Months Ended
Component of AOCI		March 31, 2018			March 31, 2017
		(Amounts in thousands)
Amortization of loss on interest rate hedge	Interest expense	$	—		$	293
	Income tax expense	—			(114		)
	Net of tax	$	—		$	179
Amortization of deferred actuarial loss and prior service cost	Operating expenses	$	179		$	211
	Income tax expense	(46		)	(82		)
	Net of tax	$	133		$	129
Total reclassifications		$	133		$	308

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Business Segments (Tables)

3 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

Reconciliation of Operating Profit (Loss) from Segments to Consolidated

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

	Three Months Ended
(Amounts in thousands)	March 31, 2018			March 31, 2017
Net loss	$	(62,345	)	$	(57,548	)
Interest expense, net	25,885			21,001
Income tax benefit	(19,675		)	(37,591		)
Depreciation and amortization	28,629			27,291
Corporate expenses	15,014			15,042
Stock-based compensation	4,553			11,990
Non-operating park level expense, net:
Loss on disposal of assets	1,911			670
Other expense (income), net	1,935			(903		)
Park EBITDA	$	(4,093	)	$	(20,048	)

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

The following information reflects our long-lived assets (which consists of property and equipment and intangible assets), revenues and loss before income taxes by domestic and foreign categories as of or for the three months ended March 31, 2018 and March 31, 2017:

	Domestic			Foreign			Total
2018	(Amounts in thousands)
Long-lived assets	$	2,137,252		$	103,582		$	2,240,834
Revenues	109,497			19,467			128,964
Loss before income taxes	(81,294		)	(726		)	(82,020		)
2017
Long-lived assets	$	2,134,872		$	95,302		$	2,230,174
Revenues	85,451			14,077			99,528
Loss before income taxes	(93,041		)	(2,098		)	(95,139		)

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Pension Benefits (Tables)

3 Months Ended

Mar. 31, 2018

Retirement Benefits [Abstract]

Summary of pension costs

The following summarizes our pension costs during the three months ended March 31, 2018 and March 31, 2017:

	Three Months Ended
(Amounts in thousands)	March 31, 2018			March 31, 2017
Service cost	$	400		$	425
Interest cost	1,849			2,065
Expected return on plan assets	(3,438		)	(3,211		)
Amortization of net actuarial loss	179			211
Total net periodic benefit	$	(1,010	)	$	(510	)

Schedule of weighted average assumptions used to determine net cost

Weighted-Average Assumptions Used To Determine Net Cost

	Three Months Ended
	March 31, 2018		March 31, 2017
Discount rate	3.45	%	3.90	%
Rate of compensation increase	N/A		N/A
Expected return on plan assets	7.25	%	7.25	%

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General - Basis of Presentation (Details) shares in Thousands			3 Months Ended
	Jun. 21, 2017	Dec. 23, 2013	Mar. 31, 2018 USD ($) park payment shares	Mar. 31, 2017 USD ($) shares	Dec. 31, 2017 USD ($)	Apr. 30, 2014 USD ($)
Number of Upfront Payments | payment			1
Organization, Consolidation and Presentation of Financial Statements
Number of parks owned or operated | park			20
Income Taxes
Valuation allowance			$ 111,200,000		$ 113,500,000
Accrued interest and penalties, income taxes			$ 0		0
Derivative Instruments and Hedging Activities Disclosure
Number of Interest Rate Derivatives Held						3
Derivative, Notional Amount						$ 200,000,000
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net				$ 100,000
Derivative Instruments, Loss Reclassified from Accumulated OCI into Income, Effective Portion				$ (300,000)
Earnings Per Share
Antidilutive stock options excluded from computation of diluted shares outstanding (in shares) | shares			5,223	5,181
Revenue Recognition [Abstract]
Initial membership term			12 months
Accounts Receivable, Net
Allowance for doubtful accounts			$ 6,800,000		$ 4,200,000
Accounting Standards Update 2018-02
Recently Adopted Accounting Policies
Cumulative effect adjustment			9,400,000
Accounting Standards Update 2017-07 | Operating Expense
Recently Adopted Accounting Policies
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Operating Results			800,000
Accounting Standards Update 2017-07 | Selling, General and Administrative Expenses
Recently Adopted Accounting Policies
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Operating Results			$ 100,000
Amended and Restated Term Loan B, As Amended June 2017
Derivative Instruments and Hedging Activities Disclosure
Debt Instrument, Description of Variable Rate Basis	LIBOR	LIBOR
Debt Instrument, Variable Rate Basis Floor		0.75%
United States
Organization, Consolidation and Presentation of Financial Statements
Number of parks owned or operated | park			17
Mexico
Organization, Consolidation and Presentation of Financial Statements
Number of parks owned or operated | park			2
Canada
Organization, Consolidation and Presentation of Financial Statements
Number of parks owned or operated | park			1

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General - Basis of Presentation (Details 2) - USD ($)	1 Months Ended		3 Months Ended		12 Months Ended	21 Months Ended
	May 31, 2017	May 31, 2015	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2014	Mar. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based Compensation Expense			$ 4,553,000	$ 11,990,000
Long Term Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award
Share-based Payment Award, Number of Additional Shares Authorized	4,000,000	5,000,000
Stock-based Compensation Expense			$ 4,478,000	11,890,000
Share-based Payment Award, Options, Outstanding, Number			5,223,000			5,223,000
Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number			14,000			14,000
Share-based Payment Award, Number of Shares Available for Grant			5,126,000			5,126,000
Long Term Incentive Plan | Project 600 Performance Award
Share-based Compensation Arrangement by Share-based Payment Award
Share Based Payment Award, Other than Options, Modified EBITDA Performance Target					$ 600,000,000
Share Based Payment Award, Other than Options, Modified EBITDA Performance Target Increase					1,100,000
Share Based Payment Award, Other than Options, Modified EBITDA Performance Target Adjusted					$ 601,100,000
Stock-based Compensation Expense			$ 1,012,000	9,301,000
Long Term Incentive Plan | Project 600 Performance Award, Stock
Share-based Compensation Arrangement by Share-based Payment Award
Share Based Compensation Arrangement by Share Based Payment Award, Equity Instruments Other than Options, Potential Grants Based on Performance Criteria					1,122,000
Stock-based Compensation Expense			288,000	8,547,000		$ 55,200,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options			14,700,000			14,700,000
Long Term Incentive Plan | Project 600 Performance Award, Dividend Equivalents [Member]
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based Compensation Expense			724,000	754,000		8,400,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options			3,200,000			$ 3,200,000
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based Compensation Expense			$ 75,000	$ 100,000

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Revenue - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended
	Jan. 01, 2018	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Income tax (benefit) expense		$ (19,675)	$ (37,591)
Sponsorship, licensing and other fees		16,092	13,290
Revenues		128,964	$ 99,528
Accumulated deficit		(1,723,804)		$ (1,529,608)
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Income tax (benefit) expense	$ 1,300	52
Sponsorship, licensing and other fees		249
Revenues		200
Accumulated deficit	4,900	4,882
Long-term contracts
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Unearned contract with customer revenue	$ 111,600
Unearned contract with customer revenue recognized		18,300
Performance obligation		$ 104,600

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Revenue Revenue - Schedule of Change Due to Topic 606 Adoption (Details) - USD ($) $ in Thousands		3 Months Ended
	Jan. 01, 2018	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Sponsorship, licensing and other fees		$ 16,092	$ 13,290
Accounts receivable, net		58,927		$ 72,693
Deferred revenue		182,268		142,014
Deferred income taxes		82,414		106,851
Accumulated deficit		(1,723,804)		(1,529,608)
Total stockholders' deficit		(698,175)		$ (505,112)
Income tax (benefit) expense		(19,675)	(37,591)
Net loss		(62,345)	$ (57,548)
Calculated under Revenue Guidance in Effect before Topic 606
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Sponsorship, licensing and other fees		15,843
Accounts receivable, net		63,316
Deferred revenue		180,726
Deferred income taxes		81,168
Accumulated deficit		(1,728,686)
Total stockholders' deficit		(703,057)
Income tax (benefit) expense		(19,727)
Net loss		(62,542)
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Sponsorship, licensing and other fees		249
Accounts receivable, net		(4,389)
Deferred revenue		1,542
Deferred income taxes		1,246
Accumulated deficit	$ 4,900	4,882
Total stockholders' deficit		4,882
Income tax (benefit) expense	$ 1,300	52
Net loss		$ 197

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Revenue Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	$ 128,964	$ 99,528
Long-term contracts
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	28,283	17,885
Short-term contracts and other
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	100,681	81,643
Theme Park Admissions
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	66,321	50,948
Theme Park Admissions | Long-term contracts
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	13,256	6,387
Theme Park Admissions | Short-term contracts and other
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	53,065	44,561
Theme Park Food, Merchandise and Other
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	42,246	31,160
Theme Park Food, Merchandise and Other | Long-term contracts
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	0	0
Theme Park Food, Merchandise and Other | Short-term contracts and other
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	42,246	31,160
Sponsorship, Licensing and Other Fees
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	16,092	13,290
Sponsorship, Licensing and Other Fees | Long-term contracts
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	15,027	11,498
Sponsorship, Licensing and Other Fees | Short-term contracts and other
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	1,065	1,792
Accommodations Revenue
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	4,305	4,130
Accommodations Revenue | Long-term contracts
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	0	0
Accommodations Revenue | Short-term contracts and other
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers	$ 4,305	$ 4,130

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Revenue Revenue - Performance Obligations (Details) - Long-term contracts $ in Millions	Mar. 31, 2018 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation	$ 104.6
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation	142.8
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation	63.0
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation	$ 54.6

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Long-Term Indebtedness (Details) - USD ($)												3 Months Ended
	Mar. 26, 2018	Oct. 15, 2017	Jun. 21, 2017	Apr. 13, 2017	Jan. 31, 2017	Dec. 20, 2016	Jun. 16, 2016	Jun. 30, 2015	Dec. 23, 2013	Dec. 21, 2012	Dec. 20, 2011	Mar. 31, 2018	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2017
Summary of Long-term debt
Proceeds from Issuance of Debt Utilized for Extinguishment of Existing Debt Instruments							$ 150,000,000
Existing Cash Used To Retire Long-Term Debt											$ 15,000,000
Payments of Debt Issuance Costs												$ 500,000		$ 0
Total long-term debt												2,021,675,000			$ 2,021,178,000
Credit Facility Amendment 2013
Summary of Long-term debt
Excess Cash Available for General Corporate Purposes									$ 200,000,000
Old Debt - First Lien Amendment
Summary of Long-term debt
Extinguishment of Debt, Amount											950,000,000
Credit Facility 2011
Summary of Long-term debt
Debt Instrument, Face Amount											$ 1,135,000,000
Credit Facility 2011 - Revolving Loan
Summary of Long-term debt
Debt Instrument, Term											5 years
Line of Credit Facility, Maximum Borrowing Capacity											$ 200,000,000
Credit Facility 2011 - Term Loans
Summary of Long-term debt
Proceeds from Issuance of Debt Utilized for Extinguishment of Existing Debt Instruments											935,000,000
Credit Facility 2011 - Term Loan A
Summary of Long-term debt
Debt Instrument, Face Amount											$ 75,000,000
Debt Instrument, Term											5 years
Extinguishment of Debt, Amount										$ 72,200,000
Credit Facility 2011 - Term Loan B
Summary of Long-term debt
Debt Instrument, Face Amount											$ 860,000,000
Debt Instrument, Term											7 years
Line of Credit Facility, Additional Contingent Borrowing Capacity											$ 300,000,000
Extinguishment of Debt, Amount										$ 277,800,000
Debt Amendment, Interest Rate Reduction										0.25%
Debt Instrument, Description of Variable Rate Basis											LIBOR
Debt Instrument, Basis Spread on Variable Rate											3.00%
Interest rate, variable interest rate floor (as a percent)											1.00%
Credit Facility 2011 - Term Loan B, As Amended 2013
Summary of Long-term debt
Debt Amendment, Interest Rate Reduction									0.50%
Debt Instrument, Description of Variable Rate Basis									LIBOR
Debt Instrument, Basis Spread on Variable Rate									2.75%
Interest rate, variable interest rate floor (as a percent)									0.75%
Amended and Restated Revolving Loan
Summary of Long-term debt
Line of Credit Facility, Maximum Borrowing Capacity								$ 250,000,000
Debt Instrument, Description of Variable Rate Basis							LIBOR
Long-term Line of Credit												155,000,000			0
Letters of Credit Outstanding, Amount												$ 19,700,000			18,700,000
Debt Instrument, Frequency of Periodic Payment							annual
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage												0.375%
Long-term Debt, Gross												$ 155,000,000			0
Amended and Restated Term Loan B
Summary of Long-term debt
Debt Instrument, Face Amount								$ 700,000,000
Debt Instrument, Description of Variable Rate Basis								LIBOR
Debt Instrument, Basis Spread on Variable Rate								2.75%
Long-term Debt, Gross															544,750,000
Amended and Restated Term Loan B, As Amended June 2016
Summary of Long-term debt
Debt Instrument, Description of Variable Rate Basis							LIBOR
Debt Instrument, Basis Spread on Variable Rate							2.50%
Amended and Restated Term Loan B, As Amended December 2016
Summary of Long-term debt
Debt Instrument, Description of Variable Rate Basis						LIBOR
Debt Instrument, Basis Spread on Variable Rate						2.25%
Amended and Restated Term Loan B, As Amended June 2017
Summary of Long-term debt
Line of Credit Facility, Additional Contingent Borrowing Capacity												350,000,000
Debt Instrument, Description of Variable Rate Basis			LIBOR						LIBOR
Debt Instrument, Basis Spread on Variable Rate			2.00%
Interest rate, variable interest rate floor (as a percent)									0.75%
Payments of Debt Issuance Costs			$ 500,000
Loss on debt extinguishment													$ 200,000
Long-term Debt, Gross												$ 544,750,000			544,750,000
Amended and Restated Term Loan B, As Amended March 2018
Summary of Long-term debt
Debt Instrument, Description of Variable Rate Basis	LIBOR						LIBOR
Debt Instrument, Basis Spread on Variable Rate	1.75%
Payments of Debt Issuance Costs	$ 500,000
Debt Instrument, Frequency of Periodic Payment							annual					quarterly
Long-term Debt, Gross												$ 544,750,000
Debt Instrument, Interest Rate, Effective Percentage												3.631%
Debt Instrument, Periodic Payment												$ 1,800,000
Senior Unsecured 2021 Notes
Summary of Long-term debt
Debt Instrument, Face Amount										$ 800,000,000
Proceeds from Issuance of Debt Utilized for Extinguishment of Existing Debt Instruments										350,000,000
Proceeds from Issuance of Debt Utilized for Share Repurchases and Other Corporate Matters										$ 450,000,000
Senior Unsecured 2024 Notes
Summary of Long-term debt
Debt Instrument, Face Amount							$ 300,000,000
Payments of Debt Issuance Costs							$ 4,700,000
Debt Instrument, Frequency of Periodic Payment							semi-annually
Long-term Debt, Gross												1,000,000,000			1,000,000,000
Debt Instrument, Interest Rate, Stated Percentage							4.875%
Periodic payment of interest				$ 24,400,000	$ 9,100,000
Senior Unsecured 2024 Notes Add-on
Summary of Long-term debt
Debt Instrument, Face Amount				700,000,000
Payments of Debt Issuance Costs				$ 3,900,000
Debt Instrument, Interest Rate, Stated Percentage				4.875%
Senior Unsecured 2027 Notes
Summary of Long-term debt
Debt Instrument, Face Amount				$ 500,000,000
Payments of Debt Issuance Costs				$ 2,600,000
Debt Instrument, Frequency of Periodic Payment				semi-annually
Long-term Debt, Gross												500,000,000			500,000,000
Debt Instrument, Interest Rate, Stated Percentage				5.50%
Periodic payment of interest		$ 13,900,000		$ 13,800,000
Variable Rate Basis Spread | Credit Facility 2011 - Term Loan B, As Amended 2013
Summary of Long-term debt
Debt Amendment, Interest Rate Reduction									0.25%
Variable Rate Basis Spread | Amended and Restated Term Loan B, As Amended June 2016
Summary of Long-term debt
Debt Amendment, Interest Rate Reduction							0.25%
Variable Rate Basis Spread | Amended and Restated Term Loan B, As Amended December 2016
Summary of Long-term debt
Debt Amendment, Interest Rate Reduction						0.25%
Variable Rate Basis Spread | Amended and Restated Term Loan B, As Amended June 2017
Summary of Long-term debt
Debt Amendment, Interest Rate Reduction			0.25%
Variable Rate Basis Spread | Amended and Restated Term Loan B, As Amended March 2018
Summary of Long-term debt
Debt Amendment, Interest Rate Reduction	0.25%
LIBOR Floor | Credit Facility 2011 - Term Loan B, As Amended 2013
Summary of Long-term debt
Debt Amendment, Interest Rate Reduction									0.25%
Estimate of Fair Value Measurement
Summary of Long-term debt
Total long-term debt												$ 2,152,900,000			$ 2,057,100,000

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Long-Term Indebtedness (Details 2) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Summary of Long-term debt
Net discount	$ (7,802)	$ (8,137)
Deferred financing costs	(2,691)	(2,991)
Long-term debt and Short-term borrowings	2,176,675	2,021,178
Less current portion	(155,000)	0
Total long-term debt	2,021,675	2,021,178
Amended and Restated Term Loan B, 2024 Notes, 2027 Notes
Summary of Long-term debt
Deferred financing costs	(15,273)	(15,435)
Amended and Restated Term Loan B, As Amended June 2017
Summary of Long-term debt
Long-term debt	544,750	544,750
Senior Unsecured 2024 Notes
Summary of Long-term debt
Long-term debt	1,000,000	1,000,000
Senior Unsecured 2027 Notes
Summary of Long-term debt
Long-term debt	500,000	500,000
Amended and Restated Revolving Loan
Summary of Long-term debt
Long-term debt	$ 155,000	$ 0

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Accumulated Other Comprehensive Loss (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($)
Accumulated other comprehensive loss, tax
Accumulated other comprehensive loss at the beginning of the period	$ 6,900
Amounts reclassified from accumulated other comprehensive income (loss)	46
Current-period other comprehensive income (loss) activity	(1,323)
Accumulated other comprehensive loss at the end of the period	(3,908)
Accumulated other comprehensive loss, net of tax
Accumulated other comprehensive loss at the beginning of the period	(63,881)
Amounts reclassified from accumulated other comprehensive income (loss)	(133)
Current-period other comprehensive income (loss) activity	4,973
Effects of adoption of ASU 2018-02	(9,439)
Accumulated other comprehensive loss at the end of the period	(68,214)
Cumulative Translation Adjustment
Accumulated other comprehensive loss, before tax
Accumulated other comprehensive loss at the beginning of the period	(28,822)
Amounts reclassified from accumulated other comprehensive income (loss)	0
Current-period other comprehensive income (loss) activity	6,296
Accumulated other comprehensive loss at the end of the period	(22,526)
Accumulated other comprehensive loss, net of tax
Effects of adoption of ASU 2018-02	0
Defined Benefit Plans
Accumulated other comprehensive loss, before tax
Accumulated other comprehensive loss at the beginning of the period	(41,959)
Amounts reclassified from accumulated other comprehensive income (loss)	(179)
Current-period other comprehensive income (loss) activity	0
Accumulated other comprehensive loss at the end of the period	(41,780)
Accumulated other comprehensive loss, net of tax
Effects of adoption of ASU 2018-02	$ 0

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Accumulated Other Comprehensive Loss (Details 2) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Reclassifications out of accumulated other comprehensive income (loss):
Interest expense	$ (26,122)	$ (21,217)
Income tax expense	19,675	37,591
Total reclassifications	(133)
Reclassification out of Accumulated Other Comprehensive Income
Reclassifications out of accumulated other comprehensive income (loss):
Total reclassifications	(133)	(308)
Cash Flow Hedges | Reclassification out of Accumulated Other Comprehensive Income
Reclassifications out of accumulated other comprehensive income (loss):
Interest expense	0	(293)
Income tax expense	0	114
Total reclassifications	0	(179)
Defined Benefit Plans | Reclassification out of Accumulated Other Comprehensive Income
Reclassifications out of accumulated other comprehensive income (loss):
Operating Expenses	(179)	(211)
Income tax expense	46	82
Total reclassifications	(133)	$ (129)
Accounting Standards Update 2018-02
Reclassifications out of accumulated other comprehensive income (loss):
Cumulative effect adjustment	$ 9,400

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Commitments and Contingencies (Details)		3 Months Ended		12 Months Ended
	Apr. 01, 1998 USD ($)	Mar. 31, 2018 USD ($) multiplier shares	Mar. 31, 2017 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Details of commitments and contingencies
Acquisition of capital stock of the former Six Flags Entertainment Corporation, paid in cash	$ 976,000,000
Units purchased in partnership parks (in shares) | shares		0
Redeemable Noncontrolling Interest, Equity, Redemption Value		$ 494,400,000
Payments to Acquire Property, Plant, and Equipment		42,483,000	$ 51,634,000
Amended and Restated Term Loan B, As Amended June 2017
Details of commitments and contingencies
Line of Credit Facility, Additional Contingent Borrowing Capacity		$ 350,000,000
Six Flags over Texas and Georgia
Details of commitments and contingencies
Rolling period for making minimum capital expenditure at each of the Partnership Parks		5 years
Percentage of capital expenditures to Partnership Parks' revenues		6.00%
Weighted average period of the park's EBITDA for calculation of value of purchase price		4 years
Payments to Acquire Property, Plant, and Equipment					$ 15,600,000	$ 24,700,000
Cash generated from operating activities by partnerships, after deduction of capital expenditures and excluding the impact of short-term intercompany advances						$ 77,300,000
Total loans receivable from the partnerships that own partnership parks		$ 239,300,000
Six Flags over Texas and Georgia | Scenario, Forecast
Details of commitments and contingencies
Annual distributions by general partners to limited partners in partnership parks				$ 71,100,000
Share of Partnership Parks' annual distributions paid to Six Flags Entertainment Corporation				$ 31,100,000
Six Flags over Georgia
Details of commitments and contingencies
Specified multiple for purchase price valuation (in multipliers) | multiplier		8
Specified price for purchase of partnership parks		$ 387,000,000
Limited partner interests owned (as a percent)		31.00%
Redeemable Noncontrolling Interest, Equity, Redemption Value		$ 266,800,000
Remaining redeemable units (as a percent)		69.00%
Six Flags over Texas
Details of commitments and contingencies
Specified multiple for purchase price valuation (in multipliers) | multiplier		8.5
Specified price for purchase of partnership parks		$ 485,200,000
Limited partner interests owned (as a percent)		53.10%
Redeemable Noncontrolling Interest, Equity, Redemption Value		$ 227,600,000
Remaining redeemable units (as a percent)		46.90%

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Commitments and Contingencies (Details 2)	12 Months Ended
	Dec. 31, 2017	Mar. 31, 2018 USD ($)
Litigation
Number of claims filed	4
Multi-layered general liability policies
Insurance
Excess liability coverage per occurrence		$ 100,000,000
Self-insured retention per occurrence		2,000,000
Deductible per occurrence applicable to all claims in the policy year		500,000
Multi-layered general liability policies | November 16, 2001 - November 15, 2002
Insurance
Self-insured retention per occurrence		1,000,000
Multi-layered general liability policies | November 16, 2002 - November 15, 2003
Insurance
Self-insured retention per occurrence		2,000,000
Multi-layered general liability policies | November 16, 2003 - December 30, 2008
Insurance
Self-insured retention per occurrence		2,500,000
Multi-layered general liability policies | November 2, 2004 - December 30, 2008
Insurance
Insurance, Additional Self Insured Retention Value		500,000
Workers' compensation claims
Insurance
Deductible per occurrence applicable to all claims in the policy year		750,000
Workers' compensation claims | November 16, 2001 - November 15, 2003
Insurance
Deductible per occurrence applicable to all claims in the policy year		500,000
Information security and privacy liability insurance policy
Insurance
Self-insured retention per occurrence		250,000
Insurance value maintained		$ 10,000,000

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Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Noncontrolling Interest
Redeemable noncontrolling interests	$ 494,431	$ 494,431
Redeemable Noncontrolling Interest, Equity, Redemption Value	494,400
Six Flags over Texas
Noncontrolling Interest
Redeemable noncontrolling interests	227,600
Redeemable Noncontrolling Interest, Equity, Redemption Value	227,600
Six Flags over Georgia
Noncontrolling Interest
Redeemable noncontrolling interests	266,800
Redeemable Noncontrolling Interest, Equity, Redemption Value	$ 266,800

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Business Segments (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($) segment	Mar. 31, 2017 USD ($)
Segment Reporting [Abstract]
Number of reportable segments | segment	1
Net loss	$ (62,345)	$ (57,548)
Interest expense, net	25,885	21,001
Income tax benefit	(19,675)	(37,591)
Depreciation and amortization	28,629	27,291
Corporate expenses	15,014	15,042
Stock-based Compensation Expense	4,553	11,990
Loss on disposal of assets	1,911	670
Other expense (income), net	1,935	(903)
Park EBITDA	$ (4,093)	$ (20,048)

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Business Segments (Details 2) $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($) park	Mar. 31, 2017 USD ($)
Business segment information by geographical areas
Number of parks owned or operated | park	20
Long-lived assets	$ 2,240,834	$ 2,230,174
Revenues	128,964	99,528
Loss before income taxes	(82,020)	(95,139)
Domestic
Business segment information by geographical areas
Long-lived assets	2,137,252	2,134,872
Revenues	109,497	85,451
Loss before income taxes	(81,294)	(93,041)
Foreign
Business segment information by geographical areas
Long-lived assets	103,582	95,302
Revenues	19,467	14,077
Loss before income taxes	$ (726)	$ (2,098)
Mexico
Business segment information by geographical areas
Number of parks owned or operated | park	2
Canada
Business segment information by geographical areas
Number of parks owned or operated | park	1

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Pension Benefits (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Net periodic benefit cost:
Service cost	$ 400	$ 425
Interest cost	1,849	2,065
Expected return on plan assets	(3,438)	(3,211)
Amortization of net actuarial loss	179	211
Total net periodic benefit	$ (1,010)	$ (510)
Weighted average assumptions used to determine net cost
Discount rate	3.45%	3.90%
Expected return on plan assets	7.25%	7.25%
Employer contributions	$ 1,500	$ 1,500

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Stock Repurchase Plans (Details) - USD ($) $ / shares in Units, shares in Thousands	11 Months Ended	13 Months Ended
	Apr. 30, 2017	Apr. 20, 2018	Mar. 30, 2017	Jun. 07, 2016
June 2016 Stock Repurchase Plan
Equity, Class of Treasury Stock
Amount of shares authorized to be repurchased under Stock Repurchase Program				$ 500,000,000
Total number of shares purchased	8,392
Value of shares repurchased	$ 500,000,000
Shares Acquired, Average Cost Per Share	$ 59.58
March 2017 Stock Repurchase Plan
Equity, Class of Treasury Stock
Amount of shares authorized to be repurchased under Stock Repurchase Program			$ 500,000,000
March 2017 Stock Repurchase Plan | Subsequent Event
Equity, Class of Treasury Stock
Total number of shares purchased		4,078
Value of shares repurchased		$ 238,200,000
Shares Acquired, Average Cost Per Share		$ 58.41
Permitted dollar value of repurchases remaining		$ 261,800,000

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Subsequent Event Subsequent Event (Details) $ in Millions	Apr. 18, 2018 USD ($)
Subsequent Event | Credit Facility 2011 - Term Loan B
Subsequent Event [Line Items]
Proceeds from lines of credit	$ 39.0