References to our "theme parks" or "parks" in the discussion that follows
includes all of our separately gated parks. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs and
involve numerous risks and uncertainties, including but not limited to those
described in the "Risk Factors" section of this Annual Report on Form 10-K.
Actual results may differ materially from those contained in any forward-looking
statements. You should carefully read "Special Note Regarding Forward-Looking
Statements" and "Risk Factors" included elsewhere in this Annual Report on Form
10-K.
Introduction
The following discussion and analysis is intended to facilitate an understanding
of our business and results of operations and should be read in conjunction with
our historical consolidated financial statements and the notes thereto in the
"Financial Statements and Supplementary Data" section included elsewhere in this
Annual Report on Form 10-K. The discussion which follows consists of the
following sections:

•

Przegląd biznesowy: zawiera przegląd biznesowy.

•

Ostatnie wydarzenia: zawiera dyskusję dotyczącą ostatnich wydarzeń, które
wpłynęły na biznes.

•

Principal Factors and Trends Affecting our Results of Operations: Provides a
discussion concerning the principal factors and trends affecting our results of
operations, including a discussion relating to revenue, attendance, costs and
expenses and seasonality.

•

Wyniki operacji: Zawiera omówienie naszych wyników operacyjnych i
mających zastosowanie porównań rok do roku.

•

Liquidity, Capital Resources and Indebtedness: Provides a discussion of our cash
flows, sources and uses of cash, commitments, capital resources and indebtedness
as of December 31, 2022.

•

Krytyczne zasady rachunkowości i szacunki: Zawiera omówienie naszych
krytyczne zasady (polityki) rachunkowości, które wymagają osądu i zastosowania
szacunków.

Management's discussion and analysis relating to the fiscal year ended December
31, 2021 and the applicable year-to-year comparisons to the fiscal year ended
December 31, 2020 are not included in this Annual Report on Form 10-K but can be
found in "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in Part II, Item 7 of our   Annual Report on Form 10-K
for the fiscal year ended December 31, 2021  , which specific discussion is
incorporated herein by reference.

Przegląd biznesowy

We are a leading theme park and entertainment company providing experiences that
matter and inspiring guests to protect animals and the wild wonders of our
world. We own or license a portfolio of recognized brands, including SeaWorld,
Busch Gardens, Aquatica, Discovery Cove and Sesame Place. Over our more than
60-year history, we have developed a diversified portfolio of 12 differentiated
theme parks that are grouped in key markets across the United States. Many of
our theme parks showcase our one-of-a-kind zoological collection and feature a
diverse array of both thrill and family-friendly rides, educational
presentations, shows and/or other attractions with broad demographic appeal
which deliver memorable experiences and a strong value proposition for our
guests.

Ostatnie zmiany

See the discussion under "Recent Developments" in the "Business" section
included elsewhere in this Annual Report on Form 10-K, which includes a
discussion relating to the impact of the global COVID-19 pandemic on our
business. For other factors concerning the current operating environment and the
COVID-19 pandemic, see the "Risk Factors" section of this Annual Report on Form
10-K, including "The COVID-19 pandemic has disrupted our business and could
adversely affect our results of operations and/or various other factors beyond
our control could materially adversely affect our financial condition and
results of operations", and "If we fail to hire and/or retain employees, our
business may be adversely affected".

Zmiany regulacyjne

See the discussion of relevant regulatory developments under "Recent Regulatory
Developments" in the "Business" section included elsewhere in this Annual Report
on Form 10-K. For a discussion of certain risks associated with federal and
state regulations governing the treatment of animals, see the "Risk Factors"
section included elsewhere in this Annual Report on Form 10-K, including "Risks
Related to Our Business and Our Industry-We are subject to complex federal and
state regulations governing the treatment of animals, which can change, and to
claims and lawsuits by activist groups before government regulators and in the
courts."
46

————————————————– —————

Główne czynniki i trendy wpływające na nasze wyniki operacyjne

Przychody

Our revenues are driven primarily by attendance in our theme parks and the level
of per capita spending for admission and per capita spending for food and
beverage, merchandise and other in-park products. We define attendance as the
number of guest visits. Attendance drives admissions revenue as well as total
in-park spending. Admissions revenue primarily consists of single-day tickets,
annual passes (which generally expire after a 12-month term), season passes
(including our fun card products and, collectively with annual passes, referred
to as "passes" or "season passes") or other multi-day or multi-park admission
products. Revenue from these admissions products are generally recognized based
on attendance. Certain pass products are purchased through monthly installment
arrangements which allow guests to pay over the product's initial commitment
period. Once the initial commitment period is reached, some of these products
transition to a month-to-month basis providing these guests access to specific
parks on a monthly basis with related revenue recognized monthly, while others
can renew for a full commitment period.

Całkowity dochód na mieszkańca, zdefiniowany jako całkowity dochód podzielony przez całkowitą frekwencję,
obejmuje wstęp na mieszkańca i wydatki w parku na mieszkańca:

•

Admission Per Capita. We calculate admission per capita as total admissions
revenue divided by total attendance. Admission per capita is primarily driven by
ticket pricing, the admissions product mix (including the impact of pass
visitation rates), and the park attendance mix, among other factors. The
admissions product mix, also referred to as the attendance or visitation mix, is
defined as the mix of attendance by ticket category such as single day,
multi-day, annual/season passes or complimentary tickets and can be impacted by
the mix of guests as domestic and international guests generally purchase higher
admission per capita ticket products than local guests. A higher mix of
complimentary tickets will lower admissions per capita. Pass visitation rates
are the number of visits per pass. A higher number of visits per pass would
yield a lower admissions per capita as the revenue is recognized over more
visits. The park attendance mix is defined as the mix of theme parks visited and
can impact admission per capita based on the theme park's respective pricing
which, on average, is lower for our water parks compared to our other theme
parks.

•

In-Park Per Capita Spending. We calculate in-park per capita spending as total
food, merchandise and other revenue divided by total attendance. Food,
merchandise and other revenue primarily consists of food and beverage, retail,
merchandise, parking, other in-park products, and other miscellaneous revenue,
including revenue from our international agreements and online transaction fees,
not necessarily generated in our parks, which is not significant in the periods
presented. In-park per capita spending is primarily driven by pricing, product
offerings, the mix of guests (as domestic and international guests typically
generate higher in-park per capita spending than local guests or pass holders),
guest penetration levels (percentage of guests purchasing) and the mix of
in-park spending, among other factors.
Total revenue per capita, admissions per capita and in-park per capita spending
are key performance metrics that we use to assess the operating performance of
our parks on a per attendee basis and to make strategic operating decisions. We
believe the presentation of these performance metrics is useful and relevant for
investors as it provides investors the ability to review operating performance
in the same manner as our management and provides investors with a consistent
methodology to analyze revenue between periods on a per attendee basis. In
addition, investors, lenders, financial analysts and rating agencies have
historically used similar per-capita related performance metrics to evaluate
companies in the industry.
See further discussion in the "Results of Operations" section which follows and
in Note 2-Summary of Significant Accounting Policies to our consolidated
financial statements included elsewhere in this Annual Report on Form 10-K. For
other factors affecting our revenues, see the "Risk Factors" section of this
Annual Report on Form 10-K.
Attendance
The level of attendance in our theme parks is generally a function of many
factors, including affordability, the opening of new attractions and shows,
competitive offerings, weather, marketing and sales efforts, awareness and type
of ticket and park offerings, travel patterns of both our domestic and
international guests, fluctuations in foreign exchange rates and global and
regional economic conditions, consumer confidence, the external perceptions of
our brands and reputation, industry best practices and perceptions as to safety.
The external perceptions of our brands and reputation have at times impacted
relationships with some of our business partners, including certain ticket
resellers that have terminated relationships with us and other zoological-themed
attractions.
We believe the level of attendance in our theme parks, including the mix of
attendance from certain markets and certain guests has been and/or could be
impacted by public concerns over the COVID-19 pandemic, the number of reported
local cases of COVID-19, domestic and international travel restrictions,
federal, state and local regulations related to public places, limits on social
gatherings, the availability and/or effectiveness of vaccines, boosters and/or
medications for adults and children, and overall public safety sentiment. We
continuously monitor factors impacting our attendance, making strategic
operations, marketing and sales adjustments as necessary.
47
--------------------------------------------------------------------------------
As approved vaccines and/or boosters continue to be distributed, the operating
environment has improved and COVID-19 related capacity limitations have been
eliminated; however, there can be no certainty of the extent and effectiveness
of the vaccines and/or boosters or how they will impact these factors and
others, including domestic or international travel, group events and
group-related attendance, public opinion concerning social gatherings, consumer
behavior or federal, state and local regulations related to health protocols,
capacity limitations and social gatherings. See the "Risk Factors" section of
this Annual Report on Form 10-K for further discussion.

Zobacz omówienie sezonowości naszej obecności w dziale „Sezonowość”.
co następuje.

Costs and Expenses
Historically, the principal costs of our operations are employee wages and
benefits, driven partly by staffing levels, advertising, maintenance, animal
care, utilities, property taxes and insurance. Factors that affect our costs and
expenses include fixed operating costs, competitive wage pressures including
minimum wage legislation, commodity prices, costs for construction, repairs and
maintenance, park operating hours, new parks and/or incremental operating days,
new and/or enhanced events, attendance levels, supply chain issues, and
inflationary pressures, among other factors. The mix of products sold compared
to the prior year period can also impact our costs as retail products generally
have a higher cost of sales component than our food and beverage or other
in-park offerings.
We have a dedicated team of employees and consultants focused on reducing costs
and improving operating margins and streamlining our labor structure to better
align with our strategic business objectives. We have spent significant time
reviewing our operations and have identified meaningful cost savings
opportunities, including technology initiatives, which we believe will further
strengthen our business and, in some instances, improve guest experiences.

Aby zapoznać się z innymi czynnikami wpływającymi na nasze koszty i wydatki, patrz „Bieżąca działalność operacyjna
Środowisko” w sekcji „Biznes” oraz w sekcji „Czynniki ryzyka”.
w innym miejscu niniejszego raportu rocznego na formularzu 10-K.

We make annual investments to support and improve our existing theme park
facilities and attractions. Maintaining and improving our theme parks, as well
as opening new attractions, is critical to remain competitive, grow revenue, and
increase our guests' length of stay. For further discussion of our new and
planned attractions, see "Capital Improvements" in the "Business" section
included elsewhere in this Annual Report on Form 10-K.

Sezonowość

The theme park industry is seasonal in nature. Historically, we generate the
highest revenues in the second and third quarters of each year, in part because
seven of our theme parks were historically only open for a portion of the year.
As a result, approximately two-thirds of our attendance and revenues were
historically generated in the second and third quarters of the year and we
generally incurred a net loss in the first and fourth quarters. The percent mix
of revenues by quarter is relatively constant each year, but revenues can shift
between the first and second quarters due to the timing of Easter and spring
break holidays and between the first and fourth quarters due to the timing of
holiday breaks around Christmas and New Year. Even for our theme parks which
have historically been open year-round, attendance patterns have significant
seasonality, driven by holidays, school vacations and weather conditions.
Changes in school calendars that impact traditional school vacation breaks
and/or start dates could also impact attendance patterns.
Any changes to the operating schedule of a park such as increasing operating
days for our historically seasonal parks, could change the impact of seasonality
in the future. In the year ended December 31, 2022, we opened our Sesame Place
San Diego park which has been, and is expected to continue to be, open more
operating days than the Aquatica San Diego park it replaced, particularly in the
first and fourth quarters of the year. Additionally, during the year ended
December 31, 2021, we began year-round operations at our SeaWorld park in Texas
and began to strategically add additional operating days at both our Busch
Gardens park in Virginia and our Sesame Place park in Pennsylvania. Incremental
operating days generally are expected to drive incremental attendance and
revenue.
See "Risk Factors" section included elsewhere in this Annual Report on Form 10-K
for further discussion of the adverse impacts of the COVID-19 pandemic on our
business and financial performance.
48

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Wyniki operacji

The following discussion provides an analysis of our operating results for the
years ended December 31, 2022 and 2021. Our results for the year ended December
31, 2022 are not directly comparable to the year ended December 31, 2021
primarily due to COVID-19 related impacts including a temporary park closure and
capacity limitations at some of our parks in 2021.
See "Business", "Risk Factors" and "Attendance" sections included elsewhere in
this Annual Report on Form 10-K for further discussion of the adverse impacts of
the COVID-19 pandemic on our business.

Porównanie lat zakończonych 31 grudnia 2022 i 2021 roku

The following data should be read in conjunction with our consolidated financial
statements and the notes thereto included elsewhere in this Annual Report on
Form 10-K. The following table presents key operating and financial information
for the years ended December 31, 2022 and 2021:
For the Year Ended
December 31,                      Variance
2022               2021             #             %
Selected Statements of Comprehensive Net
Income Data:                                      (In thousands, except per capita data and %)
Net revenues:
Admissions                                 $     965,232       $   851,891     $ 113,341          13.3 %
Food, merchandise and other                      766,005           651,839       114,166          17.5 %
Total revenues                                 1,731,237         1,503,730       227,507          15.1 %
Costs and expenses:
Cost of food, merchandise and other
revenues                                         135,217           114,287        20,930          18.3 %
Operating expenses (exclusive of
depreciation and amortization
shown separately below)                          735,687           622,419       113,268          18.2 %
Selling, general and administrative
expenses                                         200,074           184,871        15,203           8.2 %
Severance and other separation costs                 108             1,531        (1,423 )       (92.9 %)
Depreciation and amortization                    152,620           148,660         3,960           2.7 %
Total costs and expenses                       1,223,706         1,071,768       151,938          14.2 %
Operating income                                 507,531           431,962        75,569          17.5 %
Other expense, net                                   (43 )             144          (187 )          NM
Interest expense                                 117,501           116,642           859           0.7 %
Loss on early extinguishment of debt and
write-off of discounts
and debt issuance costs                                -            58,827       (58,827 )          NM
Income before income taxes                       390,073           256,349       133,724          52.2 %
Provision for (benefit from) income
taxes                                             98,883              (164 )      99,047            NM
Net income                                 $     291,190       $   256,513     $  34,677          13.5 %
Other data:
Attendance                                        21,939            20,203         1,736           8.6 %
Total revenue per capita                   $       78.91       $     74.43     $    4.48           6.0 %
Admission per capita                       $       44.00       $     42.17     $    1.83           4.3 %
In-park per capita spending                $       34.91       $     32.26     $    2.65           8.2 %
NM-Not meaningful
Admissions revenue. Admissions revenue for the year ended December 31, 2022
increased $113.3 million, or 13.3%, to $965.2 million as compared to $851.9
million for the year ended December 31, 2021. The improvement was a result of an
increase in attendance of 1.7 million guests, or 8.6%, and an increase in
admission per capita. Attendance benefitted primarily from an increase in demand
predominantly resulting from a return to more normalized operations when
compared to 2021, which included COVID-19 related impacts including limited
operating days, a temporary park closure, capacity limitations at some of our
parks and more severe restrictions on international travel. Attendance during
2022 was also unfavorably impacted by adverse weather. We estimate that adverse
weather, including the impact of Hurricanes Ian and Nicole, contributed to a
decline of approximately 655,000 guests during the year. Admission per capita
increased by 4.3% to $44.00 in 2022 compared to $42.17 in 2021. Admission per
capita increased primarily due to the realization of higher prices in our
admission products resulting from our strategic pricing efforts, which was
partially offset by the net impact of the admissions product mix when compared
to 2021.
49
--------------------------------------------------------------------------------
Food, merchandise and other revenue. Food, merchandise and other revenue for the
year ended December 31, 2022 increased $114.2 million, or 17.5% to $766.0
million as compared to $651.8 million for the year ended December 31, 2021. The
increase results from improved in-park per capita spending along with the
increase in attendance discussed above. In-park per capita spending increased by
8.2%, to $34.91 in 2022 from $32.26 in 2021. In park per capita spending
improved due to a combination of factors including, pricing initiatives,
improved product quality and mix and the impact of new, enhanced and/or expanded
in-park offerings when compared to 2021. In-park per capita spending was also
unfavorably impacted by less than optimal staffing during certain times of the
year, which impacted our ability to fully operate and/or open some of our food
and beverage and retail outlets.
Costs of food, merchandise and other revenues. Costs of food, merchandise and
other revenues for the year ended December 31, 2022 increased $20.9 million, or
18.3%, to $135.2 million as compared to $114.3 million for the year ended
December 31, 2021. The increase primarily relates to inflationary pressures
along with the increase in attendance as discussed above. These costs represent
17.7% and 17.5% of related revenue for the years ended December 31, 2022 and
2021, respectively. The increase as a percent of related revenue partly relates
to the impact of inflationary pressures which were partially offset by higher
realized prices on some of our in-park products and the impact of sourcing cost
savings initiatives.
Operating expenses. Operating expenses for the year ended December 31, 2022
increased by $113.3 million, or 18.2% to $735.7 million as compared to $622.4
million for the year ended December 31, 2021. Operating expenses in 2021 were
impacted by limited operating days, a temporary park closure and capacity
limitations due to the COVID-19 pandemic. As a result, the increase in operating
expenses in 2022 primarily results from an increase in labor-related costs and
other operating costs due to a return to more normalized operations and an
increase in attendance. Operating expenses were also impacted by inflationary
pressures, partially offset by the impact of structural cost savings initiatives
when compared to 2021. Operating expenses as a percent of revenue were 42.5% for
the year ended December 31, 2022 and 41.4% for the year ended December 31, 2021.
Selling, general and administrative expenses. Selling, general and
administrative expenses for the year ended December 31, 2022 increased by $15.2
million, or 8.2% to $200.1 million as compared to $184.9 million for the year
ended December 31, 2021. The increase is primarily due to increased
marketing-related costs and increased third-party consulting costs, partially
offset by a decrease in non-cash equity compensation expense and the impact of
cost savings and efficiency initiatives. Selling, general and administrative
expenses as a percent of revenue were 11.6% for the year ended December 31, 2022
and 12.3% for the year ended December 31, 2021.
Depreciation and amortization. Depreciation and amortization expense for the
year ended December 31, 2022 increased by $4.0 million, or 2.7% to $152.6
million as compared to $148.7 million for the year ended December 31, 2021. The
increase primarily relates to new asset additions partially offset by the impact
of asset retirements and fully depreciated assets.
Interest expense. Interest expense for the year ended December 31, 2022
increased $0.9 million, or 0.7% to $117.5 million as compared to $116.6 million
for the year ended December 31, 2021. The increase primarily relates to
increased interest rates on variable rate debt, partially offset by the net
impact of a lower average outstanding balance on our variable debt and lower
interest on fixed debt as a result of the Refinancing Transactions. See Note
11-Long-Term Debt to our consolidated financial statements included elsewhere in
this Annual Report on Form 10-K and the "Our Indebtedness" section which follows
for further details.
Loss on early extinguishment of debt and write-off of discounts and debt
issuance costs. Loss on early extinguishment of debt and write-off of discounts
and debt issuance costs for the year ended December 31, 2021 primarily relate to
a write-off of discounts and debt issuance costs resulting from the Refinancing
Transactions during the year ended December 31, 2021. See Note 11-Long-Term Debt
to our consolidated financial statements included elsewhere in this Form 10-K
and the "Our Indebtedness" section which follows for further details.
Provision for (benefit from) income taxes. Provision for income taxes was $98.9
million compared to a benefit from income taxes of $0.2 million in the years
ended December 31, 2022 and 2021, respectively. Our consolidated effective tax
rate was 25.3% for 2022 compared to -0.1% for 2021. The effective tax rate
increased primarily due to non-cash valuation allowance adjustments on federal
and state net operating loss carryforwards and federal tax credits during 2021,
along with changes in state tax rates and impacts from equity-based
compensation. See Note 13-Income Taxes in our notes to the consolidated
financial statements included elsewhere in this Annual Report on Form 10-K for
further details.
50

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Płynność i zasoby kapitałowe

Przegląd

Generally, our principal sources of liquidity are cash generated from
operations, funds from borrowings and existing cash on hand. Our principal uses
of cash typically include the funding of working capital obligations, debt
service, investments in theme parks (including capital projects), share
repurchases and/or other return of capital to stockholders, when permitted. As
of December 31, 2022, we had a working capital ratio (defined as current assets
divided by current liabilities) of 0.6. We typically have operated with a
working capital ratio of less than 1 due to significant deferred revenue balance
from revenues paid in advance for our theme park admissions products and high
turnover of in-park products that result in limited inventory balances. Our cash
flow from operations, along with our revolving credit facilities, have
historically allowed us to meet our liquidity needs.
As market conditions warrant and subject to our contractual restrictions and
liquidity position, we or our affiliates may from time to time purchase our
outstanding equity and/or debt securities, including our outstanding bank loans
in privately negotiated or open market transactions, by tender offer or
otherwise. Any such purchases may be funded by incurring new debt, including
additional borrowings under our Senior Secured Credit Facilities. Any new debt
may also be secured debt. We may also use available cash on our balance sheet.
The amounts involved in any such transactions, individually or in the aggregate,
may be material. Further, since some of our debt may trade at a discount to the
face amount among current or future syndicate members, any such purchases may
result in our acquiring and retiring a substantial amount of any particular
series, with the attendant reduction in the trading liquidity of any such
series. Depending on conditions in the credit and capital markets and other
factors, we will, from time to time, consider other financing transactions, the
proceeds of which could be used to refinance our indebtedness or for other
purposes.

Wykup akcji

See Note 19-Stockholders' Deficit in our notes to the consolidated financial
statements included elsewhere in this Annual Report on Form 10-K for further
information on the Company's share repurchase programs.

Inny

We believe that existing cash and cash equivalents, cash flow from operations
and available borrowings under our revolving credit facility will be adequate to
meet the capital expenditures, debt service obligations, and working capital
requirements of our operations for at least the next 12 months.

Poniższa tabela przedstawia podsumowanie naszych przepływów pieniężnych dostarczonych przez (wykorzystane w)
działalność operacyjną, inwestycyjną i finansową za wskazane okresy:

                                                     For the Year Ended December 31,
2022           2021           2020
(In thousands)
Net cash provided by (used in) operating
activities                                       $  564,588     $  503,012     $ (120,729 )
Net cash used in investing activities              (200,705 )     (128,854 )     (109,175 )
Net cash (used in) provided by financing
activities                                         (726,049 )     (364,897 )      624,204
Net (decrease) increase in cash and cash
equivalents, including restricted cash           $ (362,166 )   $    9,261  

394 300 $

Przepływy pieniężne z działalności operacyjnej

Środki pieniężne netto z działalności operacyjnej wyniosły w ciągu roku 564,6 mln USD
zakończony 31 grudnia 2022 r. w porównaniu do 503,0 mln USD w roku zakończonym
31 grudnia 2021 r. Przepływy pieniężne netto z działalności operacyjnej były przede wszystkim
wpływ na poprawę wyników operacyjnych, w tym wzrost sprzedaży
wstęp i inne produkty.

Net cash provided by operating activities was $503.0 million during the year
ended December 31, 2021 as compared to net cash used in operating activities of
$120.7 million during the year ended December 31, 2020. Net cash provided by
(used in) operating activities was primarily impacted by improved operating
performance, including increased sales of admission and other products,
partially offset by the impact of increased interest payments in the year ended
December 31, 2021 when compared to the year ended December 31, 2020, which was
impacted by the temporary park closures.
51

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Przepływy pieniężne z działalności inwestycyjnej

Investing activities consist principally of capital investments we make in our
theme parks for future attractions and infrastructure. Net cash used in
investing activities during the year ended December 31, 2022 consisted of
capital expenditures of $200.7 million largely related to future attractions
(see further breakdown of capital expenditures in the table below). Net cash
used in investing activities during the years ended December 31, 2021 and 2020
consisted of capital expenditures of $128.9 million and $109.2 million,
respectively.
The following table presents detail of our capital expenditures for the periods
indicated:
For the Year Ended December 31,
2022            2021          2020
Capital Expenditures:                (Unaudited, in thousands)
Core(a)                       $   137,370      $  69,402     $  94,671

Projekty ekspansji/ROI(b) 63 335 59 452 14 504
Nakłady inwestycyjne, razem 200 705 USD 128 854 USD 109 175 USD

(A)

Reflects capital expenditures for park rides, attractions and maintenance
activities.
(b)
Reflects capital expenditures for park expansion, new properties, or other
revenue and/or expense return on investment ("ROI") projects.
The amount of our capital expenditures may be affected by general economic and
financial conditions, among other things, including restrictions imposed by our
borrowing arrangements. We generally expect to fund our capital expenditures
through our operating cash flow. Due to the COVID-19 pandemic, which materially
impacted our operating cash flow in 2020, we took proactive measures starting in
March 2020 relating to our capital expenditures including delaying the opening
of certain new rides to 2022 which were originally scheduled to open in 2020.

Przepływy pieniężne z działalności finansowej

Net cash used in financing activities during the year ended December 31, 2022
results primarily from $693.6 million used to repurchase shares and the payment
of tax withholdings on equity-based compensation through shares withheld of
$22.5 million.
Net cash used in financing activities during the year ended December 31, 2021
results primarily from $215.7 million used to repurchase shares, net debt
repayments of $133.8 million, which includes the Refinancing Transactions and
payments on the Second-Priority Senior Secured Notes, and the payment of tax
withholdings on equity-based compensation through shares withheld of $14.5
million. The Refinancing Transactions primarily consisted of $1,934.6 million in
repayments of our then outstanding Term B-5 Loans and Second-Priority Senior
Secured Notes, approximately $34.3 million related to a premium paid for
redemption of our Second-Priority Senior Secured Notes, and approximately $23.3
million in debt issuance costs partially offset by net proceeds from our Term B
Loans and the Senior Notes of $1,922.2 million.
Net cash provided by financing activities during the year ended December 31,
2020 results primarily from net proceeds from our First-Priority Senior Secured
Notes and our Second-Priority Senior Secured Notes offering of $713.7 million,
partially offset by net repayments on our revolving credit facility of $50.0
million, repayments of $15.5 million on our long-term debt, $12.4 million used
to repurchase shares early in the first quarter of 2020 and $7.5 million of debt
issuance costs paid in connection with the issuance of the First-Priority Senior
Secured Notes and Second-Priority Senior Secured Notes, and as a result of
amendments to our senior secured credit facilities.
See Note 11-Long-Term Debt and Note 19-Stockholders' Deficit to our consolidated
financial statements included elsewhere in this Annual Report on Form 10-K for
further details.
Our Indebtedness

Jesteśmy spółką holdingową i prowadzimy naszą działalność poprzez nasze spółki zależne,
które zaciągnęły lub gwarantowały zadłużenie, jak opisano poniżej. od
31 grudnia 2022 r. nasze zadłużenie składało się z uprzywilejowanego kredytu zabezpieczonego
obiektów, 8,75% zabezpieczonych obligacji uprzywilejowanych o pierwszym priorytecie („First-Priority
Zabezpieczone Obligacje Senior Notes”) oraz 5,25% Senior Notes o terminie wykupu w 2029 r. („Obligacje Senior Notes”).

Patrz omówienie poniżej oraz Nota 11 — Dług długoterminowy do naszego skonsolidowanego sprawozdania finansowego
sprawozdania finansowe zawarte w innym miejscu niniejszego raportu rocznego na formularzu 10-K dla
dalsze szczegóły dotyczące naszego zadłużenia i powiązanych transakcji dłużnych.

Zabezpieczone kredyty dla seniorów

SeaWorld Parks & Entertainment, Inc. ("SEA") is the borrower under the senior
secured credit facilities, as amended and restated pursuant to a credit
agreement (the "Amended and Restated Credit Agreement") dated August 25, 2021
(the "Senior Secured Credit Facilities").
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As of December 31, 2022, our Senior Secured Credit Facilities consisted of
$1.185 billion in Term B Loans, which will mature in August 2028, along with a
$390.0 million Revolving Credit Facility, which had no amounts outstanding as of
December 31, 2022 and will mature in August 2026. As of December 31, 2022, SEA
had approximately $18.4 million of outstanding letters of credit, leaving
approximately $371.6 million available for borrowing under the Revolving Credit
Facility. Subsequent to December 31, 2022, SEA borrowed $20.0 million on the
Revolving Credit Facility for general working capital purposes.

Obligacje Senior Notes i Priorytetowe Zabezpieczone Obligacje Senior Notes

As of December 31, 2022, SEA had outstanding $725.0 million in aggregate
principal amount of Senior Notes due on August 15, 2029 and $227.5 million in
aggregate principal amount of First-Priority Senior Secured Notes, due on May 1,
2025.
Covenant Compliance
As of December 31, 2022, we were in compliance with all covenants in the credit
agreement governing the Senior Secured Credit Facilities and the indentures
governing our Senior Notes and First-Priority Senior Secured Notes. See Note
11-Long-Term Debt to our consolidated financial statements for further details
relating to our restrictive covenants.

Skorygowana EBITDA

We define Adjusted EBITDA as net income (loss) plus (i) income tax provision
(benefit), (ii) loss on extinguishment of debt, (iii) interest expense, consent
fees and similar financing costs, (iv) depreciation and amortization, (v)
equity-based compensation expense, (vi) certain non-cash charges/credits
including those related to asset disposals and self-insurance reserve
adjustments, (vii) certain business optimization, development and strategic
initiative costs, (viii) merger, acquisition, integration and certain investment
costs, and (ix) other nonrecurring costs including incremental costs associated
with the COVID-19 pandemic or similar unusual events.
Under the credit agreement governing the Senior Secured Credit Facilities and
the indentures governing our Senior Notes and First-Priority Senior Secured
Notes (collectively, the "Debt Agreements"), our ability to engage in activities
such as incurring additional indebtedness, making investments, refinancing
certain indebtedness, paying dividends and entering into certain merger
transactions is governed, in part, by our ability to satisfy tests based on
Covenant Adjusted EBITDA as defined in the Debt Agreements ("Covenant Adjusted
EBITDA").
Covenant Adjusted EBITDA is defined as Adjusted EBITDA plus certain other items
as defined in the Debt Agreements, including estimated cost savings among other
adjustments. Cost savings represent annualized estimated savings expected to be
realized over the following 24 month period related to certain specified actions
including restructurings and cost savings initiatives, net of actual benefits
realized during the last twelve months. Other adjustments include (i) recruiting
and retention costs, (ii) public company compliance costs, (iii) litigation and
arbitration costs, and (iv) other costs and adjustments as permitted by the Debt
Agreements.
We believe that the presentation of Adjusted EBITDA is appropriate as it
eliminates the effect of certain non-cash and other items not necessarily
indicative of a company's underlying operating performance. We use Adjusted
EBITDA in connection with certain components of our executive compensation
program. In addition, investors, lenders, financial analysts and rating agencies
have historically used EBITDA related measures in our industry, along with other
measures, to estimate the value of a company, to make informed investment
decisions and to evaluate companies in the industry. In addition, we believe the
presentation of Covenant Adjusted EBITDA for the last twelve months is
appropriate as it provides additional information to investors about the
calculation of, and compliance with, certain financial covenants in the Debt
Agreements. See Note 11-Long-Term Debt to our consolidated financial statements
for further details relating to our restrictive covenants.
Adjusted EBITDA and Covenant Adjusted EBITDA are not recognized terms under
accounting principles generally accepted in the United States of America
("GAAP"), should not be considered in isolation or as a substitute for a measure
of our financial performance prepared in accordance with GAAP and are not
indicative of income or loss from operations as determined under GAAP. Adjusted
EBITDA, Covenant Adjusted EBITDA and other non-GAAP financial measures have
limitations which should be considered before using these measures to evaluate
our financial performance. Adjusted EBITDA and Covenant Adjusted EBITDA as
presented by us, may not be comparable to similarly titled measures of other
companies due to varying methods of calculation.
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Poniższa tabela zawiera uzgodnienie Skorygowanej EBITDA i Skorygowanej EBITDA Kontraktu
zysk (strata) netto za wskazane okresy:

For the Year Ended December 31,
2022            2021           2020
(In thousands)
Net income (loss)                                $   291,190     $  256,513     $ (312,321 )
Provision for (benefit from) income taxes             98,883           (164 )      (30,525 )
Loss on early extinguishment of debt and
write-off of discounts and debt issuance costs
(a)                                                        -         58,827              -
Interest expense                                     117,501        116,642        100,907
Depreciation and amortization                        152,620        148,660        150,546
Equity-based compensation expense (b)                 19,757         41,018 

7467

Loss on impairment or disposal of assets and
certain non-cash expenses (c)                         14,218          7,099 

7187

Business optimization, development and
strategic initiative costs (d)                        19,846          8,759 

7268

Certain investment costs and other taxes               1,128            830 

1044

COVID-19 related incremental costs (e)                 6,689         22,562          8,808
Other adjusting items (f)                              6,413          1,302        (13,567 )
Adjusted EBITDA (g)                                  728,245        662,048        (73,186 )
Items added back to Covenant Adjusted EBITDA
as defined in the Debt Agreements:
Estimated cost savings (h)                             1,600          7,100              -
Other adjustments as defined in the Debt
Agreements (i)                                        10,877         19,990            (i)
Covenant Adjusted EBITDA (j)                     $   740,722     $  689,138     $  (73,186 )
(a)
Reflects a loss on early extinguishment of debt and write-off of discounts and
debt issuance costs associated with the Refinancing Transactions in 2021. See
Note 11-Long-Term Debt to our consolidated financial statements included
elsewhere in this Annual Report on Form 10-K for further details.

(B)

Reflects non-cash equity compensation expenses and related payroll taxes
associated with the grants of equity-based compensation. For the year ended
December 31, 2021, includes equity compensation expense related to certain
performance vesting restricted awards which were previously not considered
probable of vesting. For the year ended December 31, 2020, includes a reversal
of equity compensation for certain performance vesting restricted units which,
at the time, were no longer considered probable of vesting. See Note 18-Equity
Based Compensation to our consolidated financial statements included elsewhere
in this Annual Report on Form 10-K for further details.

(C)

Reflects primarily non-cash expenses related to asset write-offs and costs
related to certain rides and equipment which were removed from service. See Note
8-Property and Equipment, Net, to our consolidated financial statements included
elsewhere in this Annual Report on Form 10-K for further details. For the year
ended December 31, 2022 also includes approximately $6.5 million related to
non-cash self-insurance reserve adjustments.

(D)

For the year ended December 31, 2022, reflects business optimization,
development and other strategic initiative costs primarily related to: (i) $9.9
million of third-party consulting costs and (ii) $8.8 million of other business
optimization costs and strategic initiative costs.
For the year ended December 31, 2021, reflects business optimization,
development and other strategic initiative costs primarily related to: (i) $4.2
million of third-party consulting costs; (ii) $3.1 million of other business
optimization costs and strategic initiative costs and (iii) $1.5 million of
severance and other separation costs associated with positions eliminated.
For the year ended December 31, 2020, reflects business optimization,
development and other strategic initiative costs primarily related to: (i) $3.1
million of third party consulting costs and (ii) $2.8 million of severance and
other separation costs primarily related to a restructuring program in 2020.

(mi)

Za rok zakończony 31 grudnia 2022 r. odzwierciedla przede wszystkim koszty z tym związane
niektóre kwestie prawne związane z tymczasowym zamknięciem parku w związku z COVID-19.

For the year ended December 31, 2021, includes approximately $11.9 million of
nonrecurring contractual liabilities and legal costs impacted by the temporary
COVID-19 park closures and approximately $9.0 million of incremental temporary
labor-related costs incurred to prepare and staff the parks and other
incremental, nonrecurring, temporary incentives paid to attract employees to
return to or remain in the workforce during the COVID-19 related environment.
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For the year ended December 31, 2020, primarily includes incremental
labor-related costs to prepare and operate the parks with enhanced safety
measures, incremental third-party consulting costs primarily related to our
COVID-19 response and safety communication strategies, contract termination or
modification costs related to impacts from the temporary COVID-19 park closures,
legal costs related to COVID-19 related matters, and temporary or initial
purchases of safety monitoring and personal protective equipment. These costs
were included with other adjusting items in the Adjusted EBITDA calculation
previously reported for the year ended December 31, 2020 and have been
reclassified to COVID-19 related incremental costs above to conform with the
current year presentation.

(F)

Reflects the impact of expenses, net of insurance recoveries and adjustments,
incurred primarily related to certain matters, which we are permitted to exclude
under the credit agreement governing our Senior Secured Credit Facilities due to
the unusual nature of the items. For the year ended December 31, 2022, includes
approximately $3.6 million related to a legal settlement.
For the year ended December 31, 2020, includes approximately $16.9 million of
legal settlement proceeds partially offset by approximately $3.3 million in
other legal fees. The legal settlement proceeds received in 2020 relate to the
following: (i) $12.5 million of insurance proceeds related to a legal settlement
gain as previously disclosed and (ii) $4.4 million related to the return of
funds previously paid for a legal settlement.

Patrz Nota 15 – Zobowiązania i zobowiązania warunkowe w naszym skonsolidowanym sprawozdaniu finansowym
oświadczenia zawarte w innym miejscu niniejszego raportu rocznego na formularzu 10-K w celu uzyskania dalszych informacji
Detale.

(G)

Skorygowana EBITDA jest zdefiniowana jako zysk (strata) netto przed obciążeniem podatkiem dochodowym,
koszty odsetek, amortyzacja i amortyzacja, które dodatkowo skorygowano w celu wyłączenia
niektóre przedmioty niepieniężne i inne pozycje opisane powyżej.

(H)

Our Debt Agreements, which were effective for the years ended December 31, 2022
and 2021, permit the calculation of certain covenants to be based on Covenant
Adjusted EBITDA, as defined above, for the last twelve-month period further
adjusted for net annualized estimated savings we expect to realize over the
following 24-month period related to certain specified actions, including
restructurings and cost savings initiatives. These estimated savings are
calculated net of the amount of actual benefits realized during such period.
These estimated savings are a non-GAAP Adjusted EBITDA add-back item only as
defined in the Debt Agreements and does not impact our reported GAAP net income
(loss).
For the year ended December 31, 2020, the estimated cost savings calculation was
based on annualized estimated savings we expected to realize over the following
18-month period related to certain specified actions, including restructurings
and cost savings initiatives. These estimated savings were calculated net of the
amount of actual benefits realized during such period and were limited to 25% of
Adjusted EBITDA, calculated for the last twelve months before the impact of
these estimated cost savings.

(I)

The Debt Agreements, which were effective for the years ended December 31, 2022
and 2021, permit our calculation of certain covenants to be based on Covenant
Adjusted EBITDA as defined above, for the last twelve-month period further
adjusted for certain costs as permitted by the Debt Agreements including
recruiting and retention expenses, public company compliance costs and
litigation and arbitration costs, if any. Prior to the Debt Agreements, these
costs were not permitted adjustments in the calculation, as such, these
adjustments are not applicable to year ended December 31, 2020.

(J)

Covenant Adjusted EBITDA is defined in the Debt Agreements as Adjusted EBITDA
for the last twelve-month period further adjusted for net annualized estimated
savings among other adjustments as described in footnotes (h) and (i) above.

Zobowiązania kontraktowe

We had no off-balance sheet arrangements as of December 31, 2022. The following
table summarizes our principal contractual obligations as of December 31, 2022:
Less than                                     More than
Total          1 Year       1-3 Years      3-5 Years        5 Years
(In

tysiące)

Long-term debt (including current
portion)(a)                         $ 2,137,500     $   12,000     $  251,500     $   24,000     $ 1,850,000
Interest on long-term debt(b)           805,781        149,947        285,629        250,190         120,015
Operating and finance leases(c)         287,399         23,994         24,458         22,881         216,066
Purchase obligations, license
commitments and other(d)                232,845        154,995         70,650          2,400           4,800

Suma zobowiązań umownych 3 463 525 USD 340 936 USD 632 237 USD 299 471 USD 2 190 881 USD

(A)

Represents principal payments. See Note 11-Long-Term Debt to our consolidated
financial statements included elsewhere in this Annual Report on Form 10-K for
further details.

(B)

Includes amounts attributable to the Senior Secured Credit Facilities, Senior
Notes and First-Priority Senior Notes calculated as of December 31, 2022 using
certain assumptions. See Note 11-Long-Term Debt to our consolidated financial
statements included elsewhere in this Annual Report on Form 10-K for further
details.
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(C)

Represents commitments under long-term operating and finance leases requiring
annual minimum lease payments, primarily consisting of the lease for the land of
our SeaWorld theme park in San Diego, California. Included in the less than 1
year column is approximately $10.9 million in deferred rent payments and certain
fees related to the land lease, which is accrued as of December 31, 2022. See
Note 14-Leases to our consolidated financial statements included elsewhere in
this Annual Report on Form 10-K for further details.

(D)

We have minimum purchase commitments with various vendors through 2031.
Outstanding minimum purchase commitments consist primarily of capital
expenditures related to future attractions, infrastructure enhancements for
existing facilities and information technology products and services. Amounts
have been calculated using early termination fees or non-cancelable minimum
contractual obligations by period, as applicable, under contracts that were in
effect as of December 31, 2022. In addition, in connection with the Sesame
License Agreement we have made certain commitments, as a result, obligations
related to this agreement are included in the table above. For further details,
refer to Note 15-Commitments and Contingencies in our notes to our consolidated
financial statements included elsewhere in this Annual Report on Form 10-K.

Krytyczne zasady rachunkowości i szacunki

The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of
certain assets and liabilities, revenues and expenses, and disclosure of
contingencies during the reporting period. Significant estimates and assumptions
include the valuation and useful lives of long-lived assets, the accounting for
income taxes, the accounting for self-insurance and revenue recognition. Actual
results could differ from those estimates.
We believe that the following discussion addresses our critical accounting
policies which require management's most difficult, subjective and complex
judgments, often as a result of the need to make estimates about the effect of
matters that are inherently uncertain. For more discussion of these and other
significant accounting policies, refer to Note 2-Summary of Significant
Accounting Policies in our notes to our consolidated financial statements
included elsewhere in this Annual Report on Form 10-K.

Utrata wartości aktywów trwałych

All long-lived assets are reviewed for impairment upon the occurrence of events
or changes in circumstances that would indicate that the carrying value of the
assets may not be recoverable. Assets are grouped and tested at the lowest level
for which identifiable, independent cash flows are available. An impairment loss
may be recognized when estimated undiscounted future cash flows expected to
result from the use of the asset, including disposition, are less than the
carrying value of the asset. The measurement of the impairment loss to be
recognized is based upon the difference between the estimated fair value and the
carrying amounts of the assets. Fair value is generally determined based upon a
discounted cash flow analysis. If significant, certain impairment indicators may
trigger an impairment review.

Księgowanie podatków dochodowych

We are required to estimate income taxes in each of the jurisdictions in which
we operate. This process involves estimating actual current tax exposure
together with assessing temporary differences resulting from differing treatment
of items, such as depreciation periods for property and equipment and deferred
revenue, for tax and financial accounting purposes. These differences result in
deferred tax assets and liabilities, which are included within our consolidated
balance sheets. We must then assess the likelihood that deferred tax assets
(primarily net operating loss and charitable contribution carryforwards) will be
recovered from future taxable income. To the extent that we believe that
recovery is not more likely than not, a valuation allowance against those
amounts is recorded. To the extent that we record a valuation allowance or a
change in the valuation allowance during a period, we recognize these amounts as
income tax expense or benefit in the consolidated statements of comprehensive
income (loss). Section 382 of the Internal Revenue Code of 1986, as amended (the
"Code"), contains rules that limit the ability of a company that undergoes an
ownership change, which is generally any change in ownership of more than 50% of
its stock over a rolling three-year period, to utilize its net operating loss
carryforwards in years after the ownership change. These rules generally operate
by focusing on ownership shifts among stockholders owning directly or indirectly
5% or more of the stock of a company and any change in ownership arising from
shares of stock sold by these same stockholders.
Significant management judgment is required in determining our provision or
benefit for income taxes, deferred tax assets and liabilities and any valuation
allowance recorded against net deferred tax assets. Management has analyzed all
available evidence, both positive and negative, using a more likely than not
standard in assessing the need for a valuation allowance against its deferred
income tax assets. This assessment considers, among other matters, the nature,
frequency and severity of recent losses, forecast of future profitability, the
duration of the statutory carryback and carryforward periods and tax planning
alternatives. Forecasted financial performance is not used as evidence until
such time as the Company has cumulative pretax income for a rolling 36-month
period. The assumptions about future taxable income require the use of
significant judgment and are consistent with the plans and estimates we use to
manage the underlying business.
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Through December 31, 2020, approximately $65.6 million of valuation allowances
were established for some of our deferred tax assets, which, based on our
analysis at the time, we believed did not meet the "more likely than not"
criteria and would expire before being realized in future periods. Based on our
assessment of the realizability of our deferred tax assets during the year ended
December 31, 2021, which included a review of current and forecasted financial
performance as the Company was in a cumulative pretax income position, we
believed that some of these deferred tax assets met the "more likely than not"
criteria and will be realized in future periods before they expire. As a result,
we reversed our valuation allowances by approximately $60.8 million during the
year ended December 31, 2021.
As of December 31, 2021, we had a valuation allowance of approximately $4.8
million, net of federal tax benefit, on our deferred tax assets relating to
state net operating losses, which we believed did not meet the "more likely than
not" criteria and would expire before being realized in future periods. As of
December 31, 2022, we have a valuation allowance of approximately $4.6 million,
net of federal tax benefit, on our deferred tax assets related to state net
operating loss carryforwards.
Our valuation allowances, in part, rely on estimates and assumptions related to
our future financial performance. Given the macroeconomic environment related to
the COVID-19 pandemic and the uncertainties regarding the related impact on
financial performance, our valuation allowances may need to be adjusted in the
future.
For further details, also refer to Note 13-Income Taxes, in our notes to the
consolidated financial statements included elsewhere in this Annual Report on
Form 10-K.
Self-Insurance Reserves
Reserves are recorded for the estimated amounts of guest and employee claims and
expenses incurred each period that are not covered by insurance. Reserves are
established for both identified claims and incurred but not reported ("IBNR")
claims. Such amounts are accrued for when claim amounts become probable and
estimable. Reserves for identified claims are based upon our own historical
claims experience and third-party estimates of settlement costs. Reserves for
IBNR claims are based upon our own claims data history, actuarially determined
loss development factors and qualitative considerations such as claims
management activities. All reserves are periodically reviewed for changes in
facts and circumstances and adjustments are made as necessary.

Rozpoznawanie przychodów

Admissions revenue primarily consists of single-day tickets, annual or season
passes or other multi-day or multi-park admission products. Food, merchandise
and other revenue primarily consists of food and beverage, retail, merchandise
and other in-park products and also includes other miscellaneous revenue, which
is not significant in the periods presented. For single-day tickets, we
recognize revenue at a point in time, upon admission to the park, and for food
and beverage, retail, merchandise and other in-park products we recognize
revenue when the related products or services are received by our guests. For
annual or season passes and multi-use admission products, revenue is deferred
and recognized over the terms of the admission product based on estimated
redemption rates for similar products and is adjusted periodically. We estimate
redemption rates using historical and forecasted attendance trends by park for
similar products. Attendance trends factor in seasonality and are adjusted based
on actual trends periodically. These estimated redemption rates impact the
timing of when revenue is recognized on these products. Actual results could
materially differ from these estimates based on actual attendance patterns.
Revenue is recognized on a pro-rata basis based on the estimated allocated
selling price of the admission product. For pass products purchased on an
installment plan that have met their initial commitment period and have
transitioned to a month to month basis, monthly charges are recognized as
revenue when payments are received each month, with the exception of payments
received during the temporary park closures in 2020. For multi-day admission
products, revenue is allocated based on the number of visits included in the
pass and recognized ratably based on each admission into the theme park.
Certain admission products may also include bundled products at the time of
purchase, such as food and beverage or merchandise items. We conduct an analysis
of bundled products to identify separate distinct performance obligations that
are material in the context of the contract. For those products that are
determined to be distinct performance obligations and material in the context of
the contract, we allocate a portion of the transaction price to each distinct
performance obligation using each performance obligation's standalone price. If
the bundled product is related to a pass product and offered over time, revenue
will be recognized over time accordingly.

Więcej informacji znajduje się również w nocie 4 – Przychody w naszych notach do
skonsolidowane sprawozdanie finansowe zawarte w innym miejscu niniejszego raportu rocznego za
Formularz 10-K.

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