Six Flags Entertainment Corporation/NEW 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis is intended to facilitate an understanding of the Company's business and results of operations and should be read in conjunction with the unaudited consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion should also be read in conjunction with the Company's consolidated financial statements and related notes thereto, the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of the Company's Annual Report on Form 10-K for the year ended December 31, 2025. Business Overview: The Company is North America's largest regional amusement park operator with 20 amusement parks, 14 separately gated water parks and nine resorts. Of the 34 amusement and water parks, 31 are located in the United States, two are located in Mexico and one is located in Canada. The parks generate revenues from sales of (1) admission to amusement parks and water parks, (2) food, merchandise and games both inside and outside the parks, and (3) accommodations, extra-charge products, and other revenue sources. The Company's principal costs and expenses, which include salaries and wages, operating and maintenance supplies, insurance, advertising, utilities and lease payments, are relatively fixed for a typical operating season and do not vary significantly with attendance. The Company's principal costs and expenses have recently been impacted by increased wage rates, driven both by market rates and statutory rates, higher insurance costs, and general inflation affecting the costs of inventory, services and supplies. The Company acquires rides, attractions, inventory, and supplies from foreign countries, of which many rides and attractions require specialized manufacturing. Changes in import tariffs and trade policies have resulted and may continue to result in increased costs. Potential market disruptions could result in the inability to acquire certain goods timely or at all. The Company's operations are seasonal. Approximately 70% of annual attendance and revenue occurred during the second and third quarters during fiscal year 2025. As a result, a substantial portion of the Company's revenues are expected to be generated from Memorial Day through Labor Day with the major portion concentrated during the peak vacation months of July and August. The fall season is also important to the Company's operations due to the popularity of fall and Halloween events. Consequently, when adverse conditions or events occur during the operating season, particularly during the peak vacation months of July and August or the important fall season, there is only a limited period of time during which the impact of those conditions or events can be mitigated. Accordingly, the timing of such conditions or events can have a disproportionate adverse effect upon revenues. Management reviews operating results, evaluates performance and makes operating decisions, including allocating resources, on a park-by-park basis. Discrete financial information and operating results are prepared at the individual park level for use by the CEO, who is the Chief Operating Decision Maker ("CODM"), as well as by the Chief Financial Officer, the Chief Operating Officer and Senior Vice Presidents. The Company operates within a single reportable segment of amusement and water parks with accompanying resort facilities. The following operational measures are key performance metrics in the Company's managerial and operational reporting. They are used as major factors in significant operational decisions as they are the primary drivers of financial and operational performance, measuring demand, pricing and consumer behavior. In-park revenues, per capita spending, in-park admissions revenues, admissions per capita spending, in-park product revenues, in-park product per capita spending, and out-of-park revenues are non-GAAP measures. Attendance is defined as the number of guest visits to amusement parks and separately gated outdoor water parks. Attendance is driven by various factors, including new rides and product offerings, guest satisfaction, weather, pricing, advertising programs, perceived safety of the parks and economic conditions. Major attendance categories include single-day attendance related to a single-day ticket, including sales to groups, season pass attendance related to season passes that are valid for an operating season, and membership attendance related to memberships that are valid for a 12-month non-cancelable period and until the guest cancels thereafter. Per capita spending is calculated as revenues generated within the Company's amusement parks and separately gated outdoor water parks along with related parking revenues and online transaction fees charged to customers ( in-park revenues ), divided by total attendance. Per capita spending is driven by similar factors to attendance and is also impacted by the length of stay of the Company's guests. Major per capita spending categories include admission, food and beverage, merchandise, games and extra-charge products. Extra-charge products include premium benefit offerings such as front-of-line products. Admissions per capita spending is calculated as revenues generated for admission to the Company's amusement parks and separately gated water parks along with related parking revenues and online transaction fees charged to customers ( in-park admissions revenues ) divided by total attendance. In-park product per capita spending is calculated as all other revenues generated within the Company's amusement parks and separately gated water parks, including food and beverage, merchandise, games and extra-charge offerings ( in-park product revenues ) divided by total attendance. Beginning in the fourth quarter of 2025, we renamed in-park per capita spending to per capita spending, and we renamed per capita spending on in-park products to in-park product per capita spending. The methodology for calculating these metrics remains unchanged, and therefore any previously reported metrics that are renamed to corresponding metrics remain unchanged. 23 Table of Contents Out-of-park revenues are defined as revenues from resorts, out-of-park food and merchandise locations, sponsorships, international agreements and all other out-of-park operations. Out-of-park revenues are primarily driven by attendance to the parks and can increase length of stay at the Company's properties as guests purchase hotel rooms and visit out-of-park food and merchandise locations. In addition, higher attendance levels enable the Company to develop long-term corporate sponsorships and co-marketing relationships with well-known national and regional brands. The Company manages Six Flags Qiddiya City and Aquarabia Qiddiya City in Saudi Arabia and receives fees for exclusivity, brand licensing rights, and design, development and management services. Despite regional tensions in the Middle East, both parks continue to operate. The following tables present net revenues disaggregated by in-park revenues, including in-park admissions revenues and in-park product revenues, and out-of-park revenues less amounts remitted to outside parties under concessionaire arrangements (concessionaire remittances) for the periods presented. The results for the three and six-month periods ended June 28, 2026 are not directly comparable to the results for the three and six-month periods ended June 29, 2025 due to the closure of the combination amusement and waterpark in Bowie, Maryland following the end of the 2025 operating season, and the 2026 Sale Transaction, which closed during the second quarter of 2026 (see Note 4 to the accompanying unaudited consolidated financial statements). As a result, two tables have been presented below: (1) on a Reported Basis consistent with the net revenues presented in the unaudited consolidated financial statements, and (2) on a Same-Park Basis or excluding the closed park and the parks sold in the 2026 Sale Transaction (see Results of Operations below regarding how management uses this supplemental information). REPORTED BASIS Three months ended Six months ended (In thousands) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025 In-park admissions revenues $ 441,313 $ 485,177 $ 554,754 $ 591,488 In-park product revenues 384,328 401,243 473,305 479,247 In-park revenues 825,641 886,420 1,028,059 1,070,735 Out-of-park revenues 64,319 71,908 93,118 95,824 Concessionaire remittances (25,041) (27,938) (30,631) (34,112) Net revenues $ 864,919 $ 930,390 $ 1,090,546 $ 1,132,447 SAME-PARK BASIS Three months ended Six months ended (In thousands) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025 In-park admissions revenues $ 441,251 $ 437,662 $ 553,691 $ 542,894 In-park product revenues 384,298 365,927 472,922 443,419 In-park revenues 825,549 803,589 1,026,613 986,313 Out-of-park revenues 63,931 66,231 89,130 85,550 Concessionaire remittances (25,019) (25,584) (30,419) (31,664) Net revenues $ 864,461 $ 844,236 $ 1,085,324 $ 1,040,199 Outlook: The near-term operational priorities of the Company focus on accelerating profitability and strengthening the balance sheet. Management intends to drive profitability by offering a higher value proposition to the guest that stimulates incremental demand while simultaneously implementing strategic cost management strategies and organizational improvements. Management plans to simplify product offerings, optimize pricing on a park-by-park basis, tailor marketing strategies to the unique attributes of each park, leverage consumer-facing technologies to strengthen communication channels with guests, adopt innovative processes designed to unlock incremental cost efficiencies, optimize park cost structures toward the performance profile of top performing parks and build the necessary capabilities, systems and operating models to support scalable and sustained execution of these strategies. To strengthen the balance sheet, management aims to benefit from the incremental cash flow that is expected to be produced by these profitability initiatives while also undergoing portfolio optimization, including the recent 2026 Sale Transaction and the future sale of the property on which the former amusement and water park in Bowie, Maryland was located. Portfolio optimization is expected to allow management to narrow its focus, reduce ongoing capital expenditure requirements, and limit exposure to liabilities. Together, these actions are intended to create a more focused, resilient and financially flexible organization positioned for long-term success. Critical Accounting Estimates: Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon the unaudited consolidated financial statements of the Company, which were prepared in accordance with accounting principles generally accepted in the United States of America. These principles require management to make judgments, estimates and assumptions during the normal course of business that affect the amounts reported in the unaudited consolidated financial statements. Actual results could differ significantly from those estimates under different assumptions and conditions. 24 Table of Contents Management believes that judgment and estimates related to the following critical accounting policies could materially affect the unaudited consolidated financial statements: • Business Combinations • Impairment of Long-Lived Assets • Goodwill and Other Intangible Assets • Self-Insurance Reserves • Revenue Recognition • Income Taxes During the second quarter of 2026, there were no changes to the above critical accounting policies from those previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. As discussed in Note 5 to the accompanying unaudited consolidated financial statements, certain Former Six Flags and the Schlitterbahn reporting units experienced a decline in estimated future cash flows during 2025 as a result of revenue and earnings not meeting expectations through the more seasonally significant third quarter, and the Company experienced a more significant, sustained decline in its share price through the third quarter of 2025 when compared to industry peers. In connection with the preparation of the financial statements for the third quarter of 2025, which includes the peak summer months of July and August and by itself can account for nearly half of full year attendance and over half of full year earnings, management had greater clarity regarding performance trends and full year results. As a result, a triggering event occurred and impairment charges were recognized during the third quarter of 2025. Valuation assumptions about future performance could adversely change and result in further goodwill and/or trade name impairment that would have a material effect on the Company's financial position and results of operations in future periods. Future valuation assumptions are dependent on numerous factors, including the Company's operating plans for future years, changes to the Company's long-term strategy and other market conditions. Results of Operations: Six months ended June 28, 2026 vs. Six months ended June 29, 2025 The results for the six-month period ended June 28, 2026 are not directly comparable to the results for the six-month period ended June 29, 2025 due to the closure of the combination amusement and waterpark in Bowie, Maryland following the end of the 2025 operating season, and the 2026 Sale Transaction, which closed during the second quarter of 2026. As a result, two analyses have been presented below: (1) on a Reported Basis consistent with the results presented in the unaudited consolidated financial statements, and (2) on a Same-Park Basis or excluding the closed park and the parks sold in the 2026 Sale Transaction, also referred to as the "non-operational parks". All other properties are referred to as the "operational parks". Same-Park Basis amounts and comparisons are presented as supplemental information. Management believes Same-Park Basis information is meaningful to help evaluate operating performance related only to the operational parks and uses it for this purpose. REPORTED BASIS The following table presents key financial information for the Company for the six months ended June 28, 2026 and June 29, 2025 on a Reported Basis. The results for the six-month period ended June 28, 2026 included 1,984 operating days compared with 2,386 operating days for the six-month period ended June 29, 2025, a decrease of 402 operating days. Of the 402 operating day decrease, 334 operating days were attributable to the non-operational parks. 25 Table of Contents Six months ended Increase (Decrease) June 28, 2026 June 29, 2025 $ % (Amounts in thousands, except per capita and operating days) Net revenues $ 1,090,546 $ 1,132,447 $ (41,901) (3.7) % Operating costs and expenses 1,006,260 1,122,630 (116,370) (10.4) % Depreciation and amortization 215,124 236,958 (21,834) (9.2) % Loss on retirement of fixed assets, net 16,323 18,616 (2,293) (12.3) % Loss on impairment of goodwill and other intangibles 38,640 — 38,640 100.0 % Loss on disposal group 37,838 — 37,838 100.0 % Loss on other assets — 791 (791) (100.0) % Operating loss $ (223,639) $ (246,548) $ 22,909 9.3 % Other Data: Attendance 16,051 17,009 (958) (5.6) % Per capita spending $ 64.05 $ 62.95 $ 1.10 1.7 % Admissions per capita spending $ 34.56 $ 34.77 $ (0.21) (0.6) % In-park product per capita spending $ 29.49 $ 28.18 $ 1.31 4.6 % Out-of-park revenues $ 93,118 $ 95,824 $ (2,706) (2.8) % Operating days 1,984 2,386 (402) (16.8) % For the six months ended June 28, 2026, net revenues decreased $41.9 million compared with the six months ended June 29, 2025. The decrease in net revenues reflected the impact of a 1.0 million-visit decrease in attendance and a $2.7 million decrease in out-of-park revenues offset by the impact of a $1.10, or 1.7%, increase in per capita spending. The decrease in net revenues included a $6.6 million favorable impact of foreign currency exchange rates. Operating costs and expenses for the six months ended June 28, 2026 decreased $116.4 million compared with the six months ended June 29, 2025. The decrease in operating costs and expenses was the result of a $93.9 million decrease in operating expenses, a $16.6 million decrease in selling, general and administrative ("SG&A") expenses and a $5.9 million decrease in cost of goods sold. The decrease in operating costs and expenses included a $4.3 million unfavorable impact of foreign currency exchange rates. Depreciation and amortization expense for the six months ended June 28, 2026 decreased $21.8 million compared with the six months ended June 29, 2025 as a result of prior period depreciation at the non-operational parks. The loss on retirement of fixed assets and the loss on other assets in both periods were due to retirement of assets in the normal course of business. In connection with the 2026 Sale Transaction, the Company recognized a $37.8 million loss equal to the amount by which the purchase price, adjusted for working capital and other closing related adjustments, was less than the net book value of the assets and liabilities in the disposal group. In addition, as a result of the 2026 Sale Transaction, the projected revenues related to the Six Flags trade name and Schlitterbahn trade name were reduced by the revenues contributed by the disposal group. As a result, the Company tested the Six Flags trade name and Schlitterbahn trade name for impairment during the first quarter of 2026 resulting in impairment losses totaling $38.6 million. After the items above, operating loss for the six months ended June 28, 2026 totaled $223.6 million compared with $246.5 million for the six months ended June 29, 2025. Net interest expense for the six months ended June 28, 2026 increased $17.5 million largely as a result of the refinancing of the 2027 senior notes and 2027 Six Notes with the 2032 senior notes. The loss on early debt extinguishment of $4.1 million in the current period was attributable to the redemption of the 2027 senior notes and 2027 Six Notes (see Note 6 to the accompanying consolidated financial statements). Other expense (income), net primarily represented the remeasurement of U.S. dollar denominated debt to the foreign entities' functional currencies. During the six months ended June 28, 2026, a provision for income taxes of $9.0 million was recorded compared with a benefit for income taxes of $110.5 million for the six months ended June 29, 2025. The variance in the provision for income taxes was primarily related to non-recurring activity in both periods. During the six months ended June 28, 2026, the Company's tax rate was driven by a change in the estimated annual effective tax rate which was further impacted by recorded income tax benefits related to the 2026 Sale Transaction and the associated impairment of the Six Flags and Schlitterbahn trade names. During the six months ended June 29, 2025, the Company had recorded income tax benefits for non-cash provision to return adjustments related to the Merger-related windup of the Former Cedar Fair partnership. After the items above and income attributable to non-controlling interests (see Note 7 to the accompanying consolidated financial statements), net loss attributable to Six Flags Entertainment Corporation for the six months ended June 28, 2026 totaled $471.2 26 Table of Contents million, or $4.64 per diluted share of common stock, compared with $319.4 million, or $3.18 per diluted share of common stock, for the six months ended June 29, 2025. SAME-PARK BASIS The following table presents key financial information for the Company for the six months ended June 28, 2026 and June 29, 2025 on a Same-Park Basis. On a Same-Park Basis, operating days decreased 68 days primarily due to the removal of low volume operating days and unfavorable weather at a few waterparks. Six months ended Increase (Decrease) June 28, 2026 June 29, 2025 $ % (Amounts in thousands, except per capita and operating days) Net revenues $ 1,085,324 $ 1,040,199 $ 45,125 4.3 % Operating costs and expenses 970,805 1,007,111 (36,306) (3.6) % Depreciation and amortization 209,067 210,232 (1,165) (0.6) % Loss on retirement of fixed assets, net 16,061 16,310 (249) (1.5) % Loss on impairment of goodwill and other intangibles 38,640 — 38,640 100.0 % Loss on disposal group 37,838 — 37,838 100.0 % Loss on other assets — 791 (791) (100.0) % Operating loss $ (187,087) $ (194,245) $ 7,158 3.7 % Other Data: Attendance 16,051 15,497 554 3.6 % Per capita spending $ 63.96 $ 63.65 $ 0.31 0.5 % Admissions per capita spending $ 34.50 $ 35.03 $ (0.53) (1.5) % In-park product per capita spending $ 29.46 $ 28.61 $ 0.85 3.0 % Out-of-park revenues $ 89,130 $ 85,550 $ 3,580 4.2 % Operating days 1,984 2,052 (68) (3.3) % For the six months ended June 28, 2026, net revenues on a Same-Park Basis increased $45.1 million compared with the six months ended June 29, 2025. The Same-Park Basis increase in net revenues reflected the impact of a 0.6 million-visit increase in attendance, the impact of a $0.31, or 0.5%, increase in per capita spending and a $3.6 million increase in out-of-park revenues. The 0.6 million-visit increase in attendance was driven by an increase in season pass and membership visitation as a result of a larger active pass base and higher cross park visitation. The $0.31 increase in per capita spending was due to an $0.85 increase in in-park product per capita spending offset by a $0.53 decrease in admissions per capita spending. Out-of-park revenues increased $3.6 million primarily due to higher revenues from international agreements, some of which were impacted by the timing of the opening of the related parks. Operating costs and expenses on a Same-Park Basis for the six months ended June 28, 2026 decreased $36.3 million compared with the six months ended June 29, 2025. The Same-Park Basis decrease in operating costs and expenses was the result of a $24.7 million decrease in operating expenses and a $13.9 million decrease in SG&A expenses slightly offset by a $2.3 million increase in cost of goods sold. The decrease in operating expenses was primarily due to a $17.5 million decrease in full-time wages driven by prior period post-merger productivity and efficiency efforts (including severance costs), a $4.0 million decrease in anticipated legal settlements, and a $3.4 million decrease in operating supplies driven by planned cost savings initiatives. The decrease in SG&A expenses was driven by a $15.8 million decrease in advertising costs, some of which is expected to be spent in later periods. Cost of goods sold increased due to an increase in sales volume. Cost of goods sold as a percentage of food, merchandise and games revenue decreased 100 bps largely due to a planned decrease in the cost of food and beverage. Depreciation and amortization expense on a Same-Park Basis for the six months ended June 28, 2026 decreased $1.2 million compared with the six months ended June 29, 2025. The loss on retirement of fixed assets and the loss on other assets in both periods were due to retirement of assets in the normal course of business. There were no meaningful differences in the fluctuations for loss on impairment of goodwill and other intangibles, loss on disposal group, and loss on other assets on a Same-Park Basis as compared with the Reported Basis. After the items above, operating loss on a Same-Park Basis for the six months ended June 28, 2026 totaled $187.1 million compared with $194.2 million for the six months ended June 29, 2025. There were no meaningful differences in the fluctuations for net interest expense, loss on early debt extinguishment, other expense (income), and the provision for income taxes on a Same-Park Basis as compared with the Reported Basis. 27 Table of Contents After the items above and income attributable to non-controlling interests, net loss attributable to Six Flags Entertainment Corporation on a Same-Park Basis for the six months ended June 28, 2026 totaled $434.6 million, or $4.28 per diluted share of common stock, compared with $267.0 million, or $2.66 per diluted share of common stock, for the six months ended June 29, 2025. Three months ended June 28, 2026 vs. Three months ended June 29, 2025 The results for the three-month period ended June 28, 2026 are not directly comparable to the results for the three-month period ended June 29, 2025 due to the non-operational parks as defined and described above. As a result, two analyses have been presented below: (1) on a Reported Basis as presented in the unaudited consolidated financial statements, and (2) on a Same-Park Basis or excluding the closed park and the parks sold in the 2026 Sale Transaction. REPORTED BASIS The following table presents key financial information for the Company for the three months ended June 28, 2026 and June 29, 2025 on a Reported Basis. The results for the three-month period ended June 28, 2026 included 1,615 operating days compared with 1,993 operating days for the three-month period ended June 29, 2025, a decrease of 378 operating days. Of the 378 operating day decrease, 334 operating days were attributable to the non-operational parks. Three months ended Increase (Decrease) June 28, 2026 June 29, 2025 $ % (Amounts in thousands, except per capita and operating days) Net revenues $ 864,919 $ 930,390 $ (65,471) (7.0) % Operating costs and expenses 644,785 710,765 (65,980) (9.3) % Depreciation and amortization 107,775 134,628 (26,853) (19.9) % Loss on retirement of fixed assets, net 13,888 10,518 3,370 32.0 % Loss on disposal group 9,867 — 9,867 100.0 % Operating income $ 88,604 $ 74,479 $ 14,125 19.0 % Other Data: Attendance 13,128 14,191 (1,063) (7.5) % Per capita spending $ 62.89 $ 62.46 $ 0.43 0.7 % Admissions per capita spending $ 33.62 $ 34.19 $ (0.57) (1.7) % In-park product per capita spending $ 29.27 $ 28.27 $ 1.00 3.5 % Out-of-park revenues $ 64,319 $ 71,908 $ (7,589) (10.6) % Operating days 1,615 1,993 (378) (19.0) % For the three months ended June 28, 2026, net revenues decreased $65.5 million compared with the three months ended June 29, 2025. The $65.5 million decrease in net revenues reflected the impact of a 1.1 million-visit decrease in attendance and a $7.6 million decrease in out-of-park revenues offset by the impact of a $0.43, or 0.7%, increase in per capita spending. The decrease in net revenues included a $3.2 million favorable impact of foreign currency exchange rates. Operating costs and expenses for the three months ended June 28, 2026 decreased $66.0 million compared with the three months ended June 29, 2025. The decrease in operating costs and expenses was the result of a $61.3 million decrease in operating expenses and a $5.5 million decrease in cost of goods sold offset by a $0.9 million increase in SG&A expenses. The decrease in operating costs and expenses included a $1.7 million unfavorable impact of foreign currency exchange rates. Depreciation and amortization expense for the three months ended June 28, 2026 decreased $26.9 million compared with the three months ended June 29, 2025 driven by prior period depreciation expense at the non-operational parks. The loss on retirement of fixed assets for both periods was due to retirement of assets in the normal course of business. The current period loss on retirement of fixed assets included the disposal of certain elements of sunset attractions. In connection with the 2026 Sale Transaction, the Company recognized $9.9 million of additional loss equal to changes in estimated working capital and other closing related adjustments. After the items above, operating income for the three months ended June 28, 2026 totaled $88.6 million compared with $74.5 million for the three months ended June 29, 2025. Net interest expense for the three months ended June 28, 2026 increased $9.6 million largely as a result of the refinancing of the 2027 senior notes and 2027 Six Notes with the 2032 senior notes. Other expense (income), net primarily represented the remeasurement of U.S. dollar denominated debt to the foreign entities' functional currencies. During the three months ended June 28, 2026, a provision for income taxes of $157.4 million was recorded compared with $76.3 million for the three months ended June 29, 2025. The increase in the provision for income taxes was primarily attributable to a 28 Table of Contents change in estimated annual effective tax rate, the effects of the non-controlling interest distribution, accretion on the Six Flags Over Georgia call option liability, and non-deductible executive compensation. After the items above and income attributable to non-controlling interests, net loss attributable to Six Flags Entertainment Corporation for the three months ended June 28, 2026 totaled $202.6 million, or $1.99 per diluted share of common stock, compared with $99.6 million, or $0.99 per diluted share of common stock, for the three months ended June 29, 2025. SAME-PARK BASIS The following table presents key financial information for the Company for the three months ended June 28, 2026 and June 29, 2025 on a Same-Park Basis. On a Same-Park Basis, operating days decreased 44 days primarily driven by fewer operating days at a few waterparks as a result of unfavorable weather and the removal of low volume operating days. Three months ended Increase (Decrease) June 28, 2026 June 29, 2025 $ % (Amounts in thousands, except per capita and operating days) Net revenues $ 864,461 $ 844,236 $ 20,225 2.4 % Operating costs and expenses 636,336 629,682 6,654 1.1 % Depreciation and amortization 107,754 117,828 (10,074) (8.5) % Loss on retirement of fixed assets, net 13,722 9,263 4,459 48.1 % Loss on disposal group 9,867 — 9,867 100.0 % Operating income $ 96,782 $ 87,463 $ 9,319 10.7 % Other Data: Attendance 13,128 12,679 449 3.5 % Per capita spending $ 62.88 $ 63.38 $ (0.50) (0.8) % Admissions per capita spending $ 33.61 $ 34.52 $ (0.91) (2.6) % In-park product per capita spending $ 29.27 $ 28.86 $ 0.41 1.4 % Out-of-park revenues $ 63,931 $ 66,231 $ (2,300) (3.5) % Operating days 1,615 1,659 (44) (2.7) % For the three months ended June 28, 2026, net revenues on a Same-Park Basis increased $20.2 million compared with the three months ended June 29, 2025. The Same-Park Basis increase in net revenues reflected the impact of a 0.4 million-visit increase in attendance offset by the impact of a $0.50, or 0.8%, decrease in per capita spending and a $2.3 million decrease in out-of-park revenues. The 0.4 million-visit increase in attendance was driven by an increase in season pass and membership visitation as a result of a larger active pass base and higher cross park visitation. The per capita spending decrease was due to a $0.91 decrease in admissions per capita spending partially offset by a $0.41 increase in in-park product per capita spending. The $2.3 million decrease in out-of-park revenues was driven by incremental sponsorship revenue in the prior period. Operating costs and expenses on a Same-Park Basis for the three months ended June 28, 2026 increased $6.7 million compared with the three months ended June 29, 2025. The Same-Park Basis increase in operating costs and expenses was the result of a $3.4 million increase in SG&A expenses, a $2.2 million increase in cost of goods sold and a $1.0 million increase in operating expenses. SG&A expenses increased primarily due to a $14.1 million increase in full-time wages, driven by recent executive terminations, and $4.9 million of higher consulting and legal costs, which was mostly offset by $15.1 million of less advertising costs, some of which is expected to be spent in later periods. Operating expenses increased primarily as a result of $6.9 million of higher maintenance costs largely driven by the timing of projects, as well as smaller increases in credit card fees, live entertainment costs and utilities, offset by a $6.4 million decrease in full-time wages and related benefits in the current period. The decrease in full-time wages and related benefits was primarily due to the timing of post-merger productivity and efficiency efforts (including severance costs). Cost of goods sold increased due to an increase in sales volume. Cost of goods sold as a percentage of food, merchandise and games revenue decreased 20 bps primarily due to a planned decrease in the cost of food and beverage. Depreciation and amortization expense on a Same-Park Basis for the three months ended June 28, 2026 decreased $10.1 million compared with the three months ended June 29, 2025. The loss on retirement of fixed assets for both periods was due to retirement of assets in the normal course of business. The current period loss on retirement of fixed assets included the disposal of certain elements of sunset attractions. There was not a meaningful difference in the fluctuation for loss on disposal group on a Same-Park Basis as compared with the Reported Basis. After the items above, operating income on a Same-Park Basis for the three months ended June 28, 2026 totaled $96.8 million compared with $87.5 million for the three months ended June 29, 2025. 29 Table of Contents There were no meaningful differences in the fluctuations for net interest expense, other expense (income), and the provision for income taxes on a Same-Park Basis as compared with the Reported Basis. After the items above and income attributable to non-controlling interests, net loss attributable to Six Flags Entertainment Corporation on a Same-Park Basis for the three months ended June 28, 2026 totaled $194.4 million, or $1.91 per diluted share of common stock, compared with $86.6 million, or $0.86 per diluted share of common stock, for the three months ended June 29, 2025. Modified EBITDA and Adjusted EBITDA Modified EBITDA represents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the Company's credit agreement. Adjusted EBITDA represents Modified EBITDA less net loss attributable to non-controlling interests. Both measures have been included to disclose the effect of non-controlling interests. Modified EBITDA and Adjusted EBITDA are not measurements of operating performance computed in accordance with generally accepted accounting principles ("GAAP") and should not be considered as a substitute for operating income, net income or cash flows from operating activities computed in accordance with GAAP. Management believes Modified EBITDA and Adjusted EBITDA are meaningful measures of park-level operating profitability, and uses them for measuring returns on capital investments, evaluating potential acquisitions, determining awards under incentive compensation plans, and calculating compliance with certain loan covenants. Adjusted EBITDA is widely used by analysts, investors and comparable companies in the industry to evaluate operating performance on a consistent basis, as well as more easily compare results with those of other companies in the industry. These measures are provided as supplemental measures of the Company's operating results and may not be comparable to similarly titled measures of other companies. REPORTED BASIS The table below sets forth a reconciliation of Modified EBITDA and Adjusted EBITDA to net loss for the three and six-month periods ended June 28, 2026 and June 29, 2025 on a Reported Basis. Three months ended Six months ended (In thousands) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025 Net loss $ (177,536) $ (74,832) $ (446,136) $ (294,550) Interest expense, net 102,052 92,409 196,980 179,444 Provision (benefit) for taxes 157,410 76,283 9,047 (110,477) Depreciation and amortization 107,775 134,628 215,124 236,958 EBITDA 189,701 228,488 (24,985) 11,375 Loss on early debt extinguishment — — 4,053 — Non-cash foreign currency loss (gain) 6,655 (19,986) 11,794 (22,200) Non-cash equity compensation expense 19,585 8,935 23,357 26,011 Loss on retirement of fixed assets, net 13,888 10,518 16,323 18,616 Loss on impairment of goodwill and other intangibles — — 38,640 — Loss on disposal group 9,867 — 37,838 — Loss on other assets — — — 791 Costs related to the Mergers (1) 3,716 11,030 8,630 26,670 Severance (2) 16,700 23,823 16,964 27,200 Other (3) 8,045 4,626 12,504 8,181 Modified EBITDA 268,157 267,434 145,118 96,644 Net income attributable to non-controlling interests 25,084 24,816 25,084 24,816 Adjusted EBITDA $ 243,073 $ 242,618 $ 120,034 $ 71,828 (1) Consists of integration costs related to the Mergers, including third-party consulting costs, costs to integrate information technology systems, integration team salaries and benefits, retention bonuses, maintenance costs to update Former Six Flags parks to Cedar Fair standards and certain legal costs. These costs are added back to net loss to calculate Modified EBITDA and Adjusted EBITDA as defined in the Company's credit agreement. (2) Consists of severance and related employer taxes and benefits. Certain employees, including certain executive level employees, were terminated as part of executive leadership transitions, as well as post-merger productivity and efficiency efforts. (3) Consists of certain costs as defined in the Company's credit agreement. These costs are added back to net loss to calculate Modified EBITDA and Adjusted EBITDA and include certain legal and consulting expenses; certain costs at the non-operational parks; certain recruiting and relocation costs; cost of goods sold recorded to align inventory standards following 30 Table of Contents the Mergers; Mexican VAT taxes on intercompany activity; and contract termination costs. This balance also includes unrealized gains and losses on pension assets and short-term investments. For the six months ended June 28, 2026, Adjusted EBITDA increased $48.2 million compared with the six months ended June 29, 2025. For the three months ended June 28, 2026, Adjusted EBITDA increased $0.5 million compared with the three months ended June 29, 2025. SAME-PARK BASIS The table below sets forth a reconciliation of Modified EBITDA and Adjusted EBITDA to net loss for the three and six-month periods ended June 28, 2026 and June 29, 2025 on a Same-Park Basis, or excluding the closed park and the parks sold in the 2026 Sale Transaction. Same-Park Basis amounts and comparisons are presented as supplemental information. Management believes Same-Park Basis information is meaningful to help evaluate operating performance related only to the operational parks and uses it for this purpose. Three months ended Six months ended (In thousands) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025 Net loss $ (169,352) $ (61,804) $ (409,572) $ (242,173) Interest expense, net 102,047 92,372 196,972 179,387 Provision (benefit) for taxes 157,410 76,283 9,047 (110,477) Depreciation and amortization 107,755 117,828 209,067 210,232 EBITDA 197,860 224,679 5,514 36,969 Loss on early debt extinguishment — — 4,053 — Non-cash foreign currency loss (gain) 6,655 (19,992) 11,793 (22,214) Non-cash equity compensation expense 19,585 8,935 23,357 26,011 Loss on retirement of fixed assets, net 13,721 9,263 16,061 16,310 Loss on impairment of goodwill and other intangibles — — 38,640 — Loss on disposal group 9,867 — 37,838 — Loss on other assets — — — 791 Costs related to the Mergers (1) 3,716 9,908 8,630 25,500 Severance (2) 16,688 20,440 16,926 23,660 Other (3) 5,908 4,626 8,647 7,795 Modified EBITDA 274,000 257,859 171,459 114,822 Net income attributable to non-controlling interests 25,084 24,816 25,084 24,816 Adjusted EBITDA $ 248,916 $ 233,043 $ 146,375 $ 90,006 (1) Consists of integration costs related to the Mergers, including third-party consulting costs, costs to integrate information technology systems, integration team salaries and benefits, retention bonuses, maintenance costs to update Former Six Flags parks to Cedar Fair standards and certain legal costs. These costs are added back to net loss to calculate Modified EBITDA and Adjusted EBITDA as defined in the Company's credit agreement. (2) Consists of severance and related employer taxes and benefits. Certain employees, including certain executive level employees, were terminated as part of executive leadership transitions, as well as post-merger productivity and efficiency efforts. (3) Consists of certain costs as defined in the Company's credit agreement. These costs are added back to net loss to calculate Modified EBITDA and Adjusted EBITDA and include certain legal and consulting expenses; certain recruiting and relocation costs; cost of goods sold recorded to align inventory standards following the Mergers; Mexican VAT taxes on intercompany activity; and contract termination costs. This balance also includes unrealized gains and losses on pension assets and short-term investments. For the six months ended June 28, 2026, Adjusted EBITDA on a Same-Park Basis increased $56.4 million compared with the six months ended June 29, 2025. The increase was driven by higher revenues attributable to higher attendance, per capita spending and out-of-park revenues, as well as a reduction in expense primarily due to planned lower expenses for advertising and full-time wages. For the three months ended June 28, 2026, Adjusted EBITDA on a Same-Park Basis increased $15.9 million compared with the three months ended June 29, 2025. The increase was driven by higher revenues attributable to higher attendance somewhat offset by a slight increase in expense. 31 Table of Contents Liquidity and Capital Resources: The Company's principal sources of liquidity include cash from operating activities, funding from long-term debt obligations and existing cash on hand. Due to the seasonality of the business, pre-opening operations are funded with revolving credit borrowings, which are reduced with positive cash flow during the seasonal operating period. Primary uses of liquidity include operating expenses, capital expenditures, interest payments, and income tax obligations. With the Company's revolving credit facility and cash on hand, the Company has sufficient liquidity to satisfy existing cash obligations at least through one year of the filing date of this Form 10-Q. The Company's capital allocation priorities include reducing outstanding debt and reinvesting in the business. As such, the Company has not declared a dividend and has no immediate plans to do so. Capital expenditures for the Company are expected to total between $400 million and $425 million in 2026. Cash interest payments for the Company are expected to range from $300 million to $320 million in 2026. Cash payments for income taxes for the Company, excluding a $40 million income tax refund claimed on the 2024 federal tax return, are expected to range from $25 million to $30 million in 2026. As of June 28, 2026, total deferred revenue totaled $431.1 million, including non-current deferred revenue. This represented a decrease of $29.9 million compared with total deferred revenue as of June 29, 2025. The decrease in deferred revenue was entirely due to the non-operational parks. Deferred revenue at the operational parks increased $8.3 million. The increase in deferred revenue at the operational parks was largely attributable to higher season pass and membership sales, as well as higher advanced single day sales, and was partially offset by higher sponsorship deferred revenue as of June 29, 2025. Cash Flows The following table presents key cash flow information for the six months ended June 28, 2026 and June 29, 2025: Six months ended June 28, 2026 June 29, 2025 (Amounts in thousands) Net cash from operating activities $ 152,695 $ 8,944 Net cash from (for) investing activities 108,398 (308,079) Net cash (for) from financing activities (218,014) 323,742 Effect of exchange rate on cash and cash equivalents 315 (395) Net increase in cash and cash equivalents $ 43,394 $ 24,212 Net cash from operating activities for the first six months of 2026 totaled $152.7 million, an increase of $143.8 million compared with the same period in the prior year. The increase was primarily due to higher earnings, favorable working capital largely driven by payment timing and less merger integration related costs. Net cash from investing activities for the first six months of 2026 totaled $108.4 million, an increase of $416.5 million compared with net cash for investing activities for the same period in the prior year. The increase was due to proceeds from the 2026 Sale Transaction and a planned reduction in capital expenditures in the current period, particularly for marketable rides and attractions. Net cash for financing activities for the first six months of 2026 totaled $218.0 million, an increase of $541.8 million compared with net cash from financing activities for the same period in the prior year. The increase was primarily attributable to lower revolving credit facility borrowings in the current year and the additional $500 million of incremental term debt facility borrowings in the prior year offset by the redemption of the 2025 Six Notes in the prior year. Contractual Obligations As of June 28, 2026, the Company's primary contractual obligations consisted of outstanding long-term debt agreements and related interest, certain obligations pertaining to the Partnership Parks (see Note 7 to the accompanying consolidated financial statements), and various commitments under lease agreements. The Company has also committed to certain capital expenditures, most of which will be paid within twelve months, and license commitments through 2034. Before reduction for debt issuance costs, original issue discount and acquisition fair value layers, the Company's long-term debt agreements as of June 28, 2026 consisted of the following: • $1.48 billion of senior secured term debt, maturing in May 2031 under the 2024 Credit Agreement, as amended. Amortization payments of $15.0 million per year, paid in equal quarterly installments, are required to be made on the term debt. The term debt bears interest at a rate equal to SOFR plus a margin of 200 bps per annum or base rate plus a margin of 100 bps per annum. There was $15.0 million of current maturities outstanding and payable within the next twelve months as of June 28, 2026 related to the senior secured term debt facility. 32 Table of Contents • $300 million of 6.500% senior unsecured notes, maturing in October 2028. Interest is payable under the 2028 senior notes semi-annually in April and October. • $500 million of 5.250% senior unsecured notes, maturing in July 2029. Interest is payable under the 2029 senior notes semi-annually in January and July. • $800 million of 7.250% senior unsecured notes, maturing in May 2031. Interest is payable under the 2031 Six Notes semi-annually in May and November. • $850 million of 6.625% senior secured notes, maturing in May 2032. Interest is payable under the 2032 Six Notes semi-annually in May and November. • $1.00 billion of 8.625% senior unsecured notes, maturing in January 2032. Interest is payable under the 2032 senior notes semi-annually in January and July. • $90 million of borrowings under the $850 million senior secured revolving credit facility under the 2024 Credit Agreement, as amended. The revolving credit facility bears interest at Term SOFR or Term Canadian Overnight Repo Rate Average plus a margin of 200 bps per annum, or base rate or Canadian prime rate plus a margin of 100 bps per annum; matures on July 1, 2029, subject to a springing maturity date on the date that is 91 days prior to the final maturity of certain indebtedness in an aggregate outstanding principal amount greater than $200 million on such date; and requires a commitment fee of 50 bps per annum on the unused portion of the revolving credit facility, which is subject to decrease to 37.5 bps upon achievement of a 3.5x Net First Lien Leverage Ratio (as defined in the 2024 Credit Agreement, as amended). The 2024 Credit Agreement also provides for the issuance of documentary and standby letters of credit. After letters of credit of $57.2 million as of June 28, 2026, the Company had $702.8 million of availability under the revolving credit facility. Letters of credit are primarily in place to backstop insurance arrangements. With respect to the revolving credit facility only, the 2024 Credit Agreement, as amended, includes a maximum Net First Lien Leverage Ratio (as defined in the 2024 Credit Agreement) financial maintenance covenant, which is required to be tested as of the last day of each quarter. The maximum Net First Lien Leverage Ratio is 5.0x beginning with the test period ending on or about December 31, 2025, with step-downs of 25 bps after every four consecutive quarters, culminating at 4.5x beginning with the test period ending on or about December 31, 2027. The Company was in compliance with the financial maintenance covenant as of June 28, 2026. The 2024 Credit Agreement, as amended, and fixed rate note agreements include restricted payment provisions, which could limit the Company's ability to pay dividends. Under the 2024 Credit Agreement, as amended, if the pro forma Net Secured Leverage Ratio (as defined in the 2024 Credit Agreement) is less than or equal to 3.00x, the Company can make unlimited restricted payments so long as no event of default has occurred and is continuing. If the pro forma Net Total Leverage Ratio (as defined in the 2024 Credit Agreement) is less than or equal to 5.25x, the Company can make restricted payments up to the then-available Cumulative Credit (as defined in the 2024 Credit Agreement), so long as no event of default has occurred and is continuing. Irrespective of any leverage calculations, the Company can make restricted payments not to exceed the greater of 7.0% of Market Capitalization (as defined in the 2024 Credit Agreement) and $200 million annually. Pursuant to the terms of the indentures governing the Company's senior notes, if the pro forma Total Indebtedness to Consolidated Cash Flow Ratio (as defined in the indentures governing the 2028 senior notes, 2029 senior notes and 2031 Six Notes) or the pro forma Net Total Leverage Ratio (as defined in the 2032 senior notes and the 2032 Six Notes) is less than or equal to 5.50x, the Company can make restricted payments up to its restricted payment pool so long as no default or event of default has occurred and is continuing or would occur as a consequence thereof. The Company's pro forma Total Indebtedness to Consolidated Cash Flow Ratio and pro forma Net Total Leverage Ratio were greater than 5.50x as of June 28, 2026. Financial and Non-Financial Disclosure About Issuers and Guarantors of Registered Senior Notes Two tranches of fixed rate senior notes outstanding as of June 28, 2026 were registered under the Securities Act of 1933: the 2028 and 2029 senior notes, or the "registered senior notes". The Company, Canada's Wonderland Company ("Cedar Canada"), Magnum Management Corporation ("Magnum"), and Millennium Operations LLC (“Millennium”) are the co-issuers of the registered senior notes. Substantially concurrently with the closing and in connection with the Mergers, the Company entered into supplemental indentures to assume all of Former Cedar Fair's obligations under the indentures governing the registered senior notes. Pursuant to the supplemental indentures, each of the Former Six Flags subsidiary guarantors under the 2024 Credit Agreement agreed to fully and unconditionally guarantee the registered senior notes. As a result, the registered senior notes are irrevocably and unconditionally guaranteed, on a joint and several basis, by each wholly owned subsidiary of the Company (other than the co-issuers) that guarantees the credit facilities under the 2024 Credit Agreement, as amended. A full listing of the issuers and guarantors of the registered senior notes can be found within Exhibit 22. The registered senior notes each rank equally in right of payment with all of each issuer’s existing and future senior unsecured debt. However, the registered senior notes rank effectively junior to any secured debt to the extent of the value of the assets securing such debt, including under the 2024 Credit Agreement and the 2032 Six Notes. 33 Table of Contents In the event that the co-issuers (except for the Company) or any subsidiary guarantor is released from its obligations under the 2024 Credit Agreement, such entity will also be released from its obligations under the 2029 senior notes and from its guarantee under the 2028 senior notes. In addition, the co-issuers (except for the Company) or any subsidiary guarantor can be released from its obligations under the registered senior notes under the following circumstances, assuming the associated transactions are in compliance with the applicable provisions of the indentures governing the registered senior notes: i) in the case of co-issuers (other than the Company), any direct or indirect sale, conveyance or other disposition of the capital stock of such entity following which the entity ceases to be a direct or indirect subsidiary of the Company or a sale or disposition of all or substantially all of the assets of such entity made in accordance with the applicable indenture; ii) if such entity is dissolved or liquidated; iii) if an entity is designated as an Unrestricted Subsidiary (as defined in each indenture); iv) in the case of the 2029 senior notes, upon transfer of such entity in a qualifying transaction if following such transfer the entity ceases to be a direct or indirect Restricted Subsidiary (as defined in each indenture) of the Company or is a Restricted Subsidiary that is not a guarantor under any credit facility; or v) in the case of the subsidiary guarantors, upon a discharge of the indenture or upon any legal defeasance or covenant defeasance of the indenture. The obligations of each guarantor are limited to the extent necessary to prevent such guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. This provision may not, however, protect a guarantee from being voided under fraudulent transfer law, or may reduce the applicable guarantor’s obligation to an amount that effectively makes its guarantee worthless. If a guarantee were rendered voidable, it could be subordinated by a court to all other indebtedness of the guarantor, and depending on the amount of such indebtedness, could reduce the guarantee to zero. Each guarantor that makes a payment or distribution under a guarantee is entitled to a pro rata contribution from each other guarantor based on the respective net assets of the guarantors. The following tables provide summarized financial information for each of the co-issuers and guarantors of the registered senior notes (the "Obligor Group") as of June 28, 2026 and December 31, 2025. Each entity that was a co-issuer of the registered senior notes is presented separately. The subsidiaries that guaranteed the registered senior notes are presented on a combined basis with intercompany balances and transactions between entities in such guarantor subsidiary group eliminated. Intercompany balances and transactions between the co-issuers and guarantor subsidiaries were not eliminated. Certain subsidiaries did not guarantee the credit facilities or senior notes (the "non-guarantor" subsidiaries). The summarized financial information excludes results of the non-guarantor subsidiaries. The Obligor Group's amounts due from, amounts due to, and transactions with the non-guarantor subsidiaries have not been eliminated and included intercompany receivables from non-guarantors of $134.5 million and $188.3 million as of June 28, 2026 and December 31, 2025, respectively. Summarized Financial Information (In thousands) Six Flags Entertainment Corporation Magnum (Co-Issuer Subsidiary) Cedar Canada (Co-Issuer Subsidiary) Millennium (Co-Issuer Subsidiary) Guarantor Subsidiaries Balance as of June 28, 2026 Current Assets $ 311,231 $ 242,882 $ 56,479 $ 1,005,162 $ 2,170,006 Non-Current Assets 2,228,541 2,947,569 807,811 1,182,155 6,109,808 Current Liabilities 8,322 2,430,052 45,430 374,292 1,148,574 Non-Current Liabilities 2,971,150 — 339,428 1,927,309 438,343 Balance as of December 31, 2025 Current Assets $ 59,668 $ 2,111 $ 56,479 $ 887,723 $ 1,820,677 Non-Current Assets 3,439,598 2,811,157 781,219 1,402,519 4,015,427 Current Liabilities 338,597 2,204,997 22,285 221,884 245,819 Non-Current Liabilities 2,942,007 12,648 363,109 2,129,633 437,733 Six Months Ended June 28, 2026 Net revenues $ 128 $ — $ 40,888 $ 448,280 $ 463,903 Operating (loss) income (41,152) (635) (2,717) 224,207 (384,868) Net (loss) income (401,844) 138,276 23,044 96,455 (262,959) Twelve Months Ended December 31, 2025 Net revenues $ — $ 416 $ 158,708 $ 1,331,570 $ 1,239,646 Operating (loss) income (12,255) (699,605) 53,902 761,762 (1,131,531) Net (loss) income (1,131,755) 3,573 110,407 510,909 (515,965) 34 Table of Contents Forward Looking Statements Some of the statements contained in this report (including the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" section) that are not historical in nature are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements as to management's expectations, beliefs, goals and strategies regarding the future. Words such as "anticipate," "believe," "create," "expect," "future," "guidance," "intend," "plan," "potential," "seek," "synergies," "target," "objective," "will," "would," similar expressions, and variations or negatives of these words identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. These forward-looking statements may involve current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions that are difficult to predict, may be beyond the Company's control and could cause actual results to differ materially from those described in such statements. Although management believes that the expectations reflected in such forward-looking statements are reasonable, they can give no assurance that such expectations will prove to be correct, or that the Company's growth and operational strategies will achieve the target results. Important risks and uncertainties that may cause such a difference and could adversely affect attendance at the Company's parks, future financial performance, and/or the Company's growth strategies, and could cause actual results to differ materially from expectations or otherwise to fluctuate or decrease, include, but are not limited to: failure to realize the expected amount and timing of benefits related to the 2026 Sale Transaction or the sale of the amusement and water park located in Bowie, Maryland; adverse weather conditions; general economic, political and market conditions, including global trade; the impacts of pandemics or other public health crises, including the effects of government responses on people and economies; competition for consumer leisure time and spending or other changes in consumer behavior or sentiment for discretionary spending; unanticipated construction delays or increases in construction or supply costs; changes in capital investment plans and projects; anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the Company’s operations; the impact of any potential shareholder activism; failure to attract, motivate and retain qualified domestic and international employees and key personnel; legislative, regulatory and economic developments and changes in laws, regulations, and policies affecting the Company; acts of terrorism or outbreak or escalation of war, hostilities, civil unrest, and other political or security disturbances; and other risks and uncertainties discussed in the Company's Annual Report on Form 10-K and in the other filings made from time to time with the SEC. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of the Quarterly Report on Form 10-Q and are based on information currently and reasonably known to management. The Company does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the filing date of this report.