What changed in this filing

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Item 1. Business

2022-02-28 compared with 2021-02-26 · 147 added, 155 removed, 416 unchanged (42% of the section changed)

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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, Sesame Place and Sea Rescue.

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.

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Impact of Global COVID-19 Pandemic

In response to the global COVID-19 pandemic, and in compliance with government restrictions, we temporarily closed all of our theme parks effective March 16, 2020.

Beginning in June 2020, we began the phased reopening of some of our parks with enhanced health, safety and sanitizing measures, capacity limitations, modified/limited operations, reduced hours and/or reduced operating days.

In particular, on June 6, our Aquatica water park in Texas reopened;

on June 11, all five of our Florida parks reopened;

on June 19, our SeaWorld park in Texas reopened;

on July 24, our Sesame Place park in Pennsylvania reopened;

on August 5, our Busch Gardens park in Virginia reopened and on August 28, our SeaWorld park in California reopened on a limited basis, following the State of California’s guidance for reopening zoos.

In compliance with revised state government restrictions issued late in the fourth quarter in California, we once again closed our SeaWorld park in California effective December 7, 2020.

Separately, we were unable to open our Aquatica water park in California and our Water Country USA water park in Virginia for the 2020 operating season.

Additionally, during the third quarter, the state of Virginia had a state mandated capacity restriction of 1,000 guests at a time which significantly restricted attendance for our Busch Gardens park in that state.

On October 29, 2020, the State of Virginia revised its theme park guidance and modified the methodology for calculating capacity at theme parks.

As a result, capacity at this park increased from 1,000 guests to approximately 4,000 guests at a time.

On February 1, 2021, in consultation with the State of Virginia, we increased capacity to approximately 6,000 guests at a time based on revisions to the methodology for calculating restricted capacity at theme parks.

On January 15, 2021, while our SeaWorld San Diego park remained closed, we introduced a limited time drive-through only experience for guests at this park.

Subsequently, based on updated state government guidance issued in January 2021, we have since reopened our SeaWorld park in California on February 6, 2021 on a limited basis, once again following the State of California’s guidance for reopening zoos.

In 2021, w e have also begun year-round operations at our SeaWorld park in Texas and have begun to operate on select days at both our Busch Gardens park in Virginia and our Sesame Place park in Pennsylvania.

These parks are now open primarily on the weekend and holidays during the winter season, weather permitting.

Our results of operations for 2020 and 2021 were impacted by the global COVID-19 pandemic due in part to the following factors:

(i) capacity limitations, modified/limited operations and/or temporary park closures which were in place for portions of the respective periods;

(ii) decreased demand due to public concerns associated with the pandemic;

(iii) restrictions on international travel;

and (iv) a decline in both international and group-related attendance.

In response to the COVID-19 pandemic, and in compliance with government restrictions, we temporarily closed all of our theme parks effective March 16, 2020.

Beginning in June 2020, we began the phased reopening of some of our parks with enhanced health, safety and cleaning measures, capacity limitations and/or modified/limited operations, which at times included reduced hours and/or reduced operating days.

By the end of August 2020, we had reopened 10 of our 12 parks on a limited basis.

We did not open our Aquatica water park in California or our Water Country USA water park in Virginia for the 2020 operating season but opened both parks for their 2021 operating season.

At the start of 2021, seven of our 12 parks were open but were operating with capacity limitations or modified/limited operations.

By the end of the second quarter of 2021, all of our 12 parks were open, and operating without COVID-19 related capacity limitations.

We continue to monitor guidance from, and engage with, federal, state and local authorities and may adjust our plans accordingly.

Since the COVID-19 pandemic began, we have taken proactive measures for the safety of our guests, employees and animals, to manage costs and expenditures, and to maximize liquidity in response to the temporary park closures and limited reopenings related to the COVID-19 pandemic.

Some of these measures included, but were not limited to:

(i) increased our revolving credit commitments on March 10th;

(ii) issued $227.5 million in first-priority senior secured notes and $500.0 million in second-priority senior secured notes to raise additional capital and further enhance available liquidity;

(iii) entered into amendments to our existing senior secured credit facilities to amend our financial covenants ;

(iv) initially furloughed approximately 95% of our employees upon closing all of our parks;

(v) obtained payroll tax credits and deferred certain social security payroll taxes under the CARES act;

(vi) temporarily reduced executive officers’ base salary by 20% through November 2020;

(vii) eliminated and/or deferred all non-essential operating expenses at all of our parks and corporate headquarters while the parks were closed and actively managing operating expenses;

(viii) eliminated substantially all advertising and marketing spend while the parks were closed and strategically managing marketing spend as parks reopened;

(ix) substantially reduced or deferred all capital expenditures starting in March 2020 (other than minimal essential capital expenditures) when the parks were closed and postponed the opening of rides that were still under construction and scheduled to open in 2020;

(x) worked with certain vendors and other business partners to manage, defer, and/or abate certain costs and payments and;

(xi) added additional levels of review and approval for payments and cash disbursements which remains in place.

Concurrent with the reopening of some of our parks , we began to prudently bring some employees back from furlough .

Some of our employees remain on furlough while others have been transitioned from a furloughed status to a permanent layoff .

The COVID-19 pandemic, resulting park closures and limited park reopenings have had, and are likely to continue to have, a material impact on our financial results.

See further discussion in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section included elsewhere in this Annual Report on Form 10-K.

Leadership Changes

Effective April 4, 2020, Sergio D.

Rivera resigned from his position of Chief Executive Officer and as a member of our Board.

As a result, the Board appointed Marc G.

Swanson, our Chief Financial Officer and Treasurer, to serve as Interim Chief Executive Officer and Elizabeth C.

Gulacsy, our Chief Accounting Officer, to serve as Interim Chief Financial Officer and Treasurer in addition to her role of Chief Accounting Officer.

Also on April 4, 2020, the Board appointed Walter Bogumil to serve as the Company’s Chief Operating Officer.

Rivera was not entitled to any severance benefits in connection with his departure and forfeited his outstanding equity awards.

The Board increased its size from eight to ten directors and elected Timothy J.

Hartnett and Kimberly K.

Schaefer to serve as directors of the Company on December 9, 2020.

The COVID-19 pandemic has had, and may continue to have, a material impact on our financial results.

See further discussion in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the “ Risk Factors” sections included elsewhere in this Annual Report on Form 10-K.

Current Operating Environment

Our Board has formed a number of committees designed to provide further assistance from Board members with expertise in certain areas by providing enhanced oversight over the operations of the Company.

As a result, in the current operating environment, certain members of our Board, including our Chairman of the Board, are actively involved in overseeing certain key operating activities.

The current condition of the overall labor market, the challenging current operating environment and COVID-19 related factors has led to increased turnover and challenges in meeting our staffing goals.

These staffing challenges have also led to wage pressures in 2021.

Staffing challenges and inflationary pressures in general could continue in this environment;

however, we continue our efforts to recruit and retain talent and identify cost reduction and efficiency opportunities as well as incremental revenue opportunities to help offset cost pressures.

For further discussion relating to strategic measures we have taken to operate in the current environment, see Note 1–Description of the Business in the notes in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

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 ”.

During 2021, we began year-round operations at SeaWorld San Antonio and began to operate on select days on a year round basis at both Busch Gardens Williamsburg and Sesame Place in Pennsylvania.

These parks are open primarily on weekend s and holidays during the winter season, weather permitting .

Our Competitive Strengths

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We use our brands, intellectual property and the work we do to care for animals to increase awareness of our theme parks, drive attendance to our theme parks and create “out-of-park” experiences for our guests as a way to connect with them before they visit our theme parks and to stay connected with them after their visit.

Such experiences include various consumer product offerings, including toys, books, apparel, and technology accessories as well as our websites and advertisements.

Such experiences include various consumer product offerings, including toys, books, apparel, educational tools and technology accessories as well as our websites and advertisements.

Differentiated Theme Parks.

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We have made extensive investments in new attractions and infrastructure and we believe that our theme parks are well capitalized (see the “— Capital Improvements” section included elsewhere in this Annual Report on Form 10-K for a discussion of our new rides and attractions).

We believe that the limited supply of real estate suitable for theme park development coupled with high initial capital investment, long development lead-times and zoning and other land use restrictions constrain the number of large theme parks that can be constructed.

We believe that the limited supply of real estate suitable for theme park development in the United States coupled with high initial capital investment, long development lead-times and zoning and other land use restrictions constrain the number of large theme parks that can be constructed.

Proven and Experienced Management Team and Employees with Specialized Animal Expertise.

Our senior management team, currently led by Marc Swanson , Interim Chief Executive Officer, have an average tenure of approximately 1 6 years in relevant industries.

Our senior management team, led by Marc Swanson, our Chief Executive Officer, has an average tenure of approximately 14 years in relevant industries.

The management team is comprised of highly skilled and dedicated professionals with wide ranging experience in theme park operations, zoological operations, product and business development, hospitality, finance and accounting.

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We believe that our disciplined approach to capital expenditures, cost management and working capital management historically has enabled us to generate significant annual operating cash flow, even in years of declining performance.

In addition, typically five of our 12 theme parks are open year-round, which helps reduce seasonal cash flow volatility.

In addition, some of our parks are open year-round, which has helped reduce seasonal cash flow volatility.

Due to the temporary park closures and limited reopenings, as a result of the COVID-19 pandemic, our cash flow in 2020 was materially impacted.

We have taken significant actions to carefully manage our cash flow, reduce our costs and strengthen our liquidity as we navigate through this environment.

For more details, refer to the “— Impact of Global COVID-19 Pandemic ” section.

See the seasonality discussion in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section included elsewhere in this Annual Report on Form 10-K.

Care for Our Community and the Natural World.

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In addition, we operate one of the world’s most respected rescue programs for ill and injured marine animals, in collaboration with federal, state and local governments, and other members of accredited stranding networks, among others, with the goal of rehabilitating and returning them to the wild.

For more than five decades, our animal experts have helped more than 38,000 ill, injured, orphaned and abandoned wild animals.

Over our history, our animal experts have helped almost 39,900 ill, injured, orphaned and abandoned wild animals.

We are committed to animal rescue, conservation research and education and invest millions annually in these efforts.

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Our theme parks offer guests a variety of exhilarating experiences, from animal encounters that invite exploration and appreciation of the natural world, to both thrilling and family-friendly rides, educational presentations and spectacular shows.

Our theme parks also provide guests special events and concerts throughout the year, including our Seven Seas Food Festivals, Food & Wine Festivals, Sesame Street Kids’ Weekends, Viva La Musica music celebration, and Craft Beer Festivals as well as special seasonal events such as our Halloween Spooktacular, Howl-O-Scream and Christmas events.

Our theme parks are consistently recognized among the top theme parks in the world and rank among the most highly attended in the industry.

See further discussion of our recent awards and recognition in the theme park portfolio table which follows.

Also see a discussion of our new rides and attractions under the Capital Improvements section.

We generally locate our theme parks in geographic clusters, which we believe improves our ability to serve guests by providing them with a varied, comprehensive vacation experience and valuable multi-park pricing packages, as well as improving our operating efficiency through shared overhead costs.

Our portfolio of branded theme parks includes the following names (see the theme park portfolio table which follows for more details on each of these parks and a summary of our recent awards and recognitions):

Our portfolio of branded theme parks includes the following names (see the theme park portfolio table which follows for more details on each of these parks):

SeaWorld is widely recognized as the leading marine-life theme park brand in the world.

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SeaWorld San Diego spans 190 acres of waterfront property on Mission Bay in San Diego, California, is open year-round and is one of the most visited paid attractions in San Diego.

SeaWorld San Diego is home to a number of attractions, including Tidal Twister, a first-of-its-kind dueling roller coaster which opened in 2019 and Electric Eel, a triple-launch steel roller coaster which opened in 2018.

SeaWorld San Diego is home to a number of attractions, including Tidal Twister, a first-of-its-kind dueling roller coaster , and Electric Eel, a triple-launch steel roller coaster.

SeaWorld San Diego is ranked among the top 20 theme parks in North America, as measured by attendance ( TEA/AECOM 201 9 Report ).

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In 2019, SeaWorld Orlando opened Sesame Street Land , an immersive new land which includes kids wet and dry play areas, interactive experiences, fun family rides and a Sesame parade.

SeaWorld Orlando is also home to a number of thrilling and family-friendly rides including Infinity Falls , a river rapid ride which opened in 2018 and Mako, a high-speed hyper coaster which opened in 2016.

SeaWorld Orlando is also home to a number of thrilling and family-friendly rides including Infinity Falls , a river rapid ride, and Mako, a high-speed hyper coaster.

SeaWorld Orlando is ranked among the top 10 theme parks in North America, as measured by attendance ( TEA/AECOM 2019 Report ).

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Busch Gardens Williamsburg, a 422-acre theme park, is regularly recognized as one of the highest quality theme parks in the world, capturing dozens of awards over its history for attraction and show quality, design, landscaping, culinary operations and theming.

Busch Gardens Williamsburg is home to a number of thrilling roller coasters and attractions including Finnegan’s Flyer which opened in 2019 and Battle for Eire which opened in 2018.

Busch Gardens Williamsburg is home to a number of thrilling roller coasters and attractions including Finnegan’s Flyer which opened in 2019.

Our Aquatica-branded water parks are premium, family-oriented destinations in a South Seas-themed tropical setting.

Aquatica water parks build on the aquatic theme of our SeaWorld brand and feature high-energy rides, water attractions, white-sand beaches and an innovative presentation of marine and terrestrial animals.

Aquatica water parks build on the aquatic theme of our SeaWorld brand and feature high-energy rides, water attractions, white-sand beaches and an innovative presentation of marine animals.

We position our Aquatica water parks as companions to our SeaWorld theme parks and currently own and operate the following separately gated Aquatica branded theme parks:

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The water park features state-of-the-art attractions for guests of all ages and swimming abilities, including some that pass by or through animal habitats.

In 2019, Aquatica Orlando opened KareKare Curl, a family tube water ride and in 2018 the park opened Ray Rush , a thrilling family raft slide.

In 2021, Aquatica Orlando opened Riptide Race, a dueling pipeline slide and in 2019 the park opened KareKare Curl, a family tube water ride.

Aquatica Orlando is ranked #4 most attended water park in North America and #8 worldwide ( TEA/AECOM 2019 Report ) and was the first water park in the world to be designated a Certified Autism Center ( IBCCES, 2019 ).

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The water park features a variety of waterslides, a lazy river, a wave pool with a large beach area and private cabanas.

In October 2019, we announced we will convert Aquatica San Diego into our second Sesame Place standalone park in the spring of 2021.

While construction began in the fall of 2019, it was temporarily paused due to the COVID-19 pandemic.

We currently expect to open this park in 2022.

We were unable to open Aquatica San Diego for its 2020 operating season.

For more details, refer to the “— Impact of Global COVID-19 Pandemic ” section and Note 15 – Commitments and Contingencies in our notes to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

We are converting Aquatica San Diego into a Sesame Place standalone park which we expect to open in March 2022.

Sesame Place San Diego will be the second Sesame Place in the country and the first located on the West Coast.

The park will feature an interactive Sesame Street Neighborhood, where kids can play with immersive physical and digital character experiences.

Guests will also have exciting ways to engage with Sesame Street characters, including a live character show, a daily parade and one-of-a-kind photo opportunities.

In addition to ongoing park offerings, the park will open with a full lineup of exciting family-friendly events and seasonal celebrations throughout the year.

Discovery Cove.

Located next to SeaWorld Orlando, Discovery Cove is a 58-acre, reservations only, all-inclusive marine life theme park that is open year-round to guests and features premium culinary offerings.

Located next to SeaWorld Orlando, Discovery Cove is a 58-acre, reservations only, all-inclusive marine life theme park that is open year-round and features premium culinary offerings.

The theme park restricts its attendance in order to assure a more intimate experience.

Discovery Cove provides guests with a full day of activities, including the opportunity to interact with dolphins and sharks, snorkel with thousands of tropical fish, wade in a lush lagoon with stingrays and hand-feed birds in a free flight aviary.

Discovery Cove was the first all-inclusive day resort and animal interaction park in the U.S.

Discovery Cove wa s the first all-inclusive day resort and animal interaction park in the U.S.

to be designated a Certified Autism Center ( IBCCES, 2019 ) .

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The theme park shares SeaWorld’s “education and learning through entertainment” philosophy and allows parents and children to experience Sesame Street together through whirling rides, water slides, colorful shows and furry friends.

During 2020, in response to the COVID-19 pandemic and to provide our guests with alternative options to enjoy our park, we introduced a new drive-through event on select nights.

See additional discussion concerning the license agreement with Sesame Workshop in the “— Intellectual Property ” section included elsewhere in this Annual Report on Form 10-K.

Sesame Place is the first theme park in the world to be designated as a Certified Autism Center ( IBCCES, 2018).

As mentioned above, Aquatica San Diego will be converted into our second Sesame Place standalone park which is expected to open in 2022.

For more details, refer to Note 15 – Commitments and Contingencies in our notes to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Water Country USA .

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Water Country USA is ranked #6 most attended water park in North America ( TEA/AECOM 2019 Report ).

We were unable to open Water Country USA for the 2020 operating season.

See additional discussion relating to park closures in the “— Impact of Global COVID-19 Pandemic ” section included elsewhere in this Annual Report on Form 10-K.

Adventure Island.

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The table which follows represents our theme park portfolio in 2021 and some of our recent awards and recognition.

Due the COVID-19 pandemic, temporary park closures and operational modifications/limitations upon reopening, the 2020 theme park portfolio was significantly impacted and is not reflective of a typical operating year;

therefore, the 2019 theme park portfolio is presented below.

Awards/Recognition

2019 Theme Park Portfolio

• Voted Orlando’s Best Theme Park from 2016 through 2019 ( Orlando Sentinel, 2016-2019)

2021 Theme Park Portfolio (c)

• Voted #1 Nation’s Best Amusement Park in 2021 ( USA Today , 2021) and voted Orlando’s Best Theme Park from 2016 through 2019 ( Orlando Sentinel, 2016-2019)

• Ranked #1 Best Marine Life/Wildlife Park since the award’s inception in 2006 ( Amusement Today, 2006-2019, 2021 )

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and the world ( TripAdvisor, 2019 )

• Features Sesame Street Land which was awarded the Best New Amusement Park Attraction for 2019 ( USA Today , 2020), Mako which ranked #2 Best Roller Coaster ( USA Today , 2020) and #15 top steel roller coaster in the world, Infinity Falls which ranked #4 Best Water Ride of 2019 and SeaWorld Christmas which ranked #4 Best Christmas Event of 2018 ( Amusement Today, 2019 )

• Features Mako which ranked #1 Best Roller Coaster ( USA Today , 2021) and #17 top steel roller coaster in the world ( Amusement Today, 2021 ), Sesame Street Land which was awarded the Best New Amusement Park Attraction for 2019 ( USA Today , 2020) and SeaWorld Christmas which ranked #4 Best Christmas Event of 2020 ( Amusement Today, 2021 )

• Awarded two International Association of Amusement Parks and Attractions (“IAAPA”) 2021 Brass Ring Awards ( IAAPA)

• Ranked #3 Best Marine Life/Wildlife Park in 2019 and 2017 and #4 in 2018 ( Amusement Today, 2017-2019 )

• Ranked among top two amusement parks in the world 2013-2017 ( TripAdvisor, 2013-2017 )

• Ranked #4 Best Marine Life/Wildlife Park in 2021 and #3 in 2019 ( Amusement Today, 2019, 2021 )

• Voted Best Theme Park and Best Romantic Thing to Do in Orlando ( USA Today, 2021 )

• Voted Best Marine Mammal Park (Global Brands Magazine, 2020)

• Ranked among top 5 for Nation’s Best Outdoor Waterpark from 2018 through 2020, including the #1 ranking in 2018 (USA Today, 2018-2020)

• Voted #1 for Nation’s Best Outdoor Waterpark in 2021 and 2018 and among top 5 in 2019 and 2020 (USA Today, 2018-2021)

• Voted Orlando’s Best Waterpark from 2016 through 2019 (Orlando Sentinel 2016-2019)

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( TripAdvisor, 2019 )

• Features Ray Rush, ranked #4 Best Water Park Ride of 2019 ( Amusement Today, 2019 )

• Ranked #5 for the Best Amusement Park for 2020 and features Falcon’s Fury which ranked #1 Best Non-Roller Coaster ride for 2020, Montu which ranked in the top 10 for Best Roller Coaster for 2020, Tigris which ranked #3 Best New Amusement Park Attraction for 2019, Turn It Up!

Show which ranked among top 5 Best Amusement Park Entertainment for 2019 and 2020 and Christmas Town which ranked #6 Best Theme Park Holiday Event ( USA Today, 2019-2020)

• Ranked among top four Best Marine Life/Wildlife Park of 2019 and features 3 of the world’s top 50 steel roller coasters ( Amusement Today, 2019 )

• Features Riptide Race, ranked #2 Best New Water Park Ride of 2021 ( Amusement Today, 2021 )

• Ranked #6 for the Nation’s Best Amusement Park for 2021 and features Falcon’s Fury which ranked #1 Best Non-Roller Coaster ride for 2020, Montu which ranked in the top 10 for Best Roller Coaster for 2021 and 2020, Tigris which ranked #3 Best New Amusement Park Attraction for 2019, Turn It Up!

Show which ranked among top 5 Best Amusement Park Entertainment from 2019-2021 and Howl-O-Scream which ranked #3 Best Theme Park Halloween Event in 2021 ( USA Today, 2019-2021)

• Ranked #2 Best Marine Life/Wildlife Park of 2021 and features 2 of the world’s top 50 steel roller coasters ( Amusement Today, 2021 )

• Ranked among top 25 amusement parks in the U.S.

( TripAdvisor, 2019-2020 )

• Ranked #8 and #9 for the Best Outdoor Waterpark in 2020 and 2019, respectively ( USA Today, 2019-2020 )

• Ranked #8 for the Nation’s Best Outdoor Waterpark in 2021 and 2020 ( USA Today, 2020-2021 )

San Diego, CA

• Ranked among top three Best Marine Life Park from 2006 through 2018 ( Amusement Today, 2006-2018 )

• Ranked #5 Best Marine Life/Wildlfe Park in 2021 and among top three from 2006 through 2018 ( Amusement Today, 2006-2018, 2021 )

• Features Tidal Twister which ranked #4 Best New Family Attraction of 2019 ( Amusement Today, 2019 ) and #10 Best New Amusement Park Attraction for 2019 (USA Today, 2020)

• Awarded three IAAPA 2018 Brass Ring Awards and one in 2017 ( IAAPA )

• Located in Chula Vista, California, is expected to be converted into our second Sesame Place standalone park in 2022

• Features Texas Stingray which was ranked #5 Best New Amusement Park Attraction for 2020 and Turtle Reef which was ranked #6 Best New Amusement Park Attraction for 2019 ( USA Today , 2020-2021)

• Located in Chula Vista, California, is expected to be converted into our second Sesame Place standalone park in March 2022

• Features Texas Stingray which was ranked #4 Best New Roller Coaster of 2021 ( Amusement Today, 2021 ) and #5 Best New Amusement Park Attraction for 2020 and Turtle Reef which was ranked #6 Best New Amusement Park Attraction for 2019 ( USA Today , 2020-2021)

• Ranked among top four Best Marine Life Parks from 2006 through 2018 ( Amusement Today, 2006-2018 )

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Williamsburg,

• Ranked #3 for the Best Amusement Park for 2020 and features the Celtic Fyre show which was awarded the Best Amusement Park Entertainment for 2018 through 2020 and Christmas Town which ranked #8 Best Theme Park Holiday Event ( USA Today, 2018-2020 )

• Ranked #4 for the Nation’s Best Amusement Park for 2021 and features the Celtic Fyre show which was awarded the Best Amusement Park Entertainment for 2018 through 2021, Howl-O-Scream which ranked #2 Best Theme Park Halloween Event in 2021 and Christmas Town which ranked #5 Best Theme Park Holiday Event in 2021 ( USA Today, 2018-2021 )

• Ranked among top 25 amusement parks in the U.S.

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• Named the World’s Most Beautiful Amusement Park for 31 consecutive years ( National Amusement Park Historical Association, 2021 )

• Awarded Most Beautiful Park/Best Landscaping each year since the category’s inception in 1998 and features one of the world’s top 50 wood roller coasters, Invadr, and three of the world’s top 50 steel roller coasters, led by Apollo’s Chariot , the #8 rated steel roller coaster in the world ( Amusement Today, 1998- 2019 )

• Ranked #5 for the Best Outdoor Waterpark ( USA Today, 2020 )

• Awarded #3 for the Most Beautiful Park/Best Landscaping in 2021 and #1 for 2020 and each prior year since the category’s inception in 1998 and features one of the world’s top 50 wood roller coasters, Invadr, and two of the world’s top 50 steel roller coasters, led by Apollo’s Chariot , the #11 rated steel roller coaster in the world ( Amusement Today, 1998- 2019, 2021 )

• Ranked #4 and #5 for the Nation’s Best Outdoor Waterpark for 2021 and 2020, respectively ( USA Today, 2021, 2020 )

• Ranked among top 25 water parks in the U.S.

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Langhorne, PA

• Ranked #2 Best Family Park of 2019 ( Amusement Today, 2019 ) and features Oscar’s Wacky Taxi, ranked among the top 5 Best New Rides of 2018 ( Amusement Today, 2018 )

• Ranked #5 Best Family Park of 2021 and #2 in 2019 ( Amusement Today, 2021, 2019 ) and features Oscar’s Wacky Taxi, ranked among the top 5 Best New Rides of 2018 ( Amusement Today, 2018 )

• First theme park in the world to be designated as a Certified Autism Center ( IBCCES, 2018 )

This water park was acquired renovated, rebranded, and relaunched as Aquatica San Diego in June 2013.

In 2022, this park is expected to be converted to the second Sesame Place standalone park.

We are converting this park into a Sesame Place standalone park which we expect to open in March 2022.

Prior to 2016, Aquatica San Antonio was included in admission for SeaWorld San Antonio and did not have a separate gate.

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The 2021 theme park portfolio represents animal habitats, rides, shows and other offerings which were available to guests in 2021.

Due the COVID-19 temporary park closures and operational modifications/limitations upon reopening, the 2020 theme park portfolio was significantly impacted and is not reflective of a typical operating year;

therefore, the 2019 theme park portfolio is presented above.

Represents animal habitats without a ride or show element, often adjacent to a similarly themed attraction.

Represents mechanical dry rides, water rides and water slides (including wave pools and lazy rivers) which may include educational and/or conservation-related elements.

Does not include certain rides which were not available for 2021 in part due to modified and/or limited operations as a result of COVID-19 related impacts.

Represents annual and seasonal educational presentations, programs or shows with either animals, characters, live entertainment and/or 3-D or 4-D experiences.

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and pure play areas, typically designed for children or seasonal special events, often without a queue (such as water splash areas or Halloween mazes).

Due to the government restrictions related to the COVID-19 pandemic, Aquatica San Diego and Water Country USA were unable to open for the 2020 operating season.

The total number of animal habitats, rides, shows, presentations, events, distinctive experiences and play areas in our theme park portfolio varies seasonally.

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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.

We previously announced a strong lineup of attractions which were scheduled to open in 2020 including 5 of the 10 most anticipated roller coasters of 2020 ( USA Today, 2020 ).

In order to manage costs and expenditures and to maximize liquidity in response to the temporary park closures and limited reopenings related to the COVID-19 pandemic, we substantially reduced or deferred all capital expenditures starting in March 2020 (other than minimal essential capital expenditures) when the parks were closed and postponed the opening of certain rides that were still under construction and scheduled to open in 2020.

In order to manage costs and expenditures and to maximize liquidity in response to the temporary park closures and limited reopenings related to the onset of the COVID-19 pandemic in 2020, we substantially reduced or deferred all capital expenditures starting in March 2020 (other than minimal essential capital expenditures) when the parks were closed and postponed the opening of certain rides that were still under construction and originally scheduled to open in 2020.

We were able to open certain new attractions in 2020 prior to the park closures including our award-winning Texas Stingray coaster at SeaWorld San Antonio .

We are currently assessing the opening timelines for our new rides and attractions in light of capacity restrictions in place and may adjust our plans accordingly.

We expect to open the following new rides and attractions in our parks:

In 2021, we opened Riptide Race at Aquatica Orlando.

Our strong lineup of attractions scheduled to open in 2022 includes 4 of the 9 most anticipated roller coasters of 2022 (USA Today, 2021).

We expect to open the following new rides and attractions in our parks in 2022:

Ice Breaker (SeaWorld Orlando):

The first quadruple swing launch coaster in North America, featuring four airtime filled launches, both backwards and forwards, culminating in a reverse launch up a 93-foot vertical spike leading to the steepest beyond vertical drop in Florida.

Emperor (SeaWorld San Diego):

The tallest, fastest, longest and first floorless dive coaster on the West Coast.

After climbing more than 150 feet, the coaster car will dangle at a 45-degree angle before plunging into a 143-foot vertical drop that will accelerate riders to more than 60 miles per hour.

A quadruple launch coaster, featuring four airtime filled launches, both backwards and forwards, culminating in a reverse launch up a 93-foot vertical spike leading to the steepest beyond vertical drop in Florida.

Iron Gwazi (Busch Gardens Tampa Bay):

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Riders will climb more than 200 feet before plunging into a beyond vertical drop, reaching speeds of 76 miles per hour, and experiencing a dozen airtime moments.

Emperor (SeaWorld San Diego):

The tallest, fastest, longest and first floorless dive coaster on the West Coast.

After climbing more than 150 feet, riders will dangle at a 90-degree angle before plunging into a 143-foot vertical drop that will accelerate riders to more than 60 miles per hour.

Tidal Surge (SeaWorld San Antonio):

The world’s tallest and fastest Screaming Swing will take riders up 135 feet at speeds reaching 68 miles per hour.

Pantheon (Busch Gardens Williamsburg):

The world’s fastest multi-launch coaster, will accelerate riders to a speed of 73 miles per hour and will include a 95-degree drop, four launches, two inversions, 15 air-time moments and a height of 180 feet.

Riptide Race (Aquatica Orlando):

The first dueling pipeline slide in the state of Florida that will send riders racing through nearly 650 feet of slide all while navigating tight turns and accelerations alongside their opponents.

The world’s fastest multi-launch coaster, will accelerate riders to a speed of 73 miles per hour and will include a 180-foot drop at 95-degrees, four launches, two inversions, and 15 air-time moments.

Reef Plunge (Aquatica Orlando):

A new water slide experience that will take riders through over 330 feet of translucent cutouts and rings all while sliding past a dynamic new underwater habitat home to Commerson’s dolphins and leopard sharks.

Riptide Race (Aquatica San Antonio):

A dueling pipeline slide that will send riders through over 500 feet of slide all while navigating high-speed tunnels and tight turns alongside their opponents.

Rapids Racer and Wahoo Remix (Adventure Island):

Rapids Racer is a dueling pipeline slide that will send riders racing through nearly 600 feet of slide all while navigating tight turns and accelerations alongside their opponents.

Wahoo Remix (formerly Wahoo Run ) will re-open as a family raft ride sending riders along a more than 600 -foot slide complete with synchronized light and sound elements and a glow-light tunnel.

Aquazoid Amped (Water Country USA):

The first of its kind in Virginia, this new water slide experience will take guests in rafts through 59 fully enclosed color changing rings with dynamic sound spread over 219 feet of slide, providing a new thrill each time you ride .

This new water slide experience includes an all-new special effects show, music and dynamic lighting effects.

Riders will plunge down over 800 feet of fully enclosed twisting tube at speeds of around 20 feet per second.

Big Bird’s Tour Bus (Sesame Place):

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The bus goes around and around with a Sesame Street-inspired cityscape as the backdrop.

Sesame Place San Diego (formerly Aquatica San Diego):

The 17-acre theme park is expected to open in March 2022 at the former site of Aquatica San Diego .

It will boast seven themed dry rides and an interactive musical play area.

This is in addition to 11 water attractions including a 500,000-gallon wave pool, as well as an interactive Sesame Street Neighborhood.

Ride Conservation Partnerships

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Penguins International on our new Emperor ride which will focus on penguin awareness and conservation;

the Harte Research Center at Texas A&M on our new Texas Stingray ride which focuses on habitat protection in the Gulf of Mexico;

and the Wilderness Foundation Africa on our new Iron Gwazi ride which will highlight the plight of endangered African wildlife.

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Additionally, all new rides are analyzed according to a standardized, internal evaluation and acceptance process, which reviews, among other things, that the new ride operates safely and as intended, that the associated site and facility requirements for the ride operation are met, that the appropriate training of our employees is conducted, and that operational and maintenance procedures are documented.

Our Culture and Social Responsibility

Environmental and Social Responsibility

As a purpose-driven company, our culture is built on our mission to provide experiences that matter for our guests and, in many of our parks, inspiring our guests to protect animals and the wild wonders of our world.

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Our commitment to these animals includes applying world-class standards of care, while striving to provide habitats that promote the health of the animals.

During our temporary park closures due to the COVID-19 pandemic, essential personnel, including our animal care experts, continued to provide for the health, safety, and nutritional needs of all of the animals in our care.

During our temporary park closures due to the COVID-19 pandemic in 2020, essential personnel, including our animal care experts, continued to provide for the health, safety, and nutritional needs of all of the animals in our care.

Our animal care team is among the most experienced and qualified in the world, making SeaWorld a global leader in animal welfare, husbandry, enrichment, and veterinary care.

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SeaWorld’s facilities have also received accreditation from the International Marine Animal Trainers’ Association (“IMATA”), whose Animal Trainer Development Program was developed to recognize those facilities that have exceptional systems for training animal care givers in the science and art of animal training, while utilizing positive reinforcement.

And lastly, our parks are Certified Humane by Humane Conservation, an animal welfare certification standard developed by the independent third - party organization American Humane.

And lastly, all three SeaWorld parks, Aquatica Orlando, Discovery Cove and Busch Gardens Tampa Bay are Certified Humane by Humane Conservation, an animal welfare certification standard developed by the independent third-party organization American Humane.

We take a comprehensive approach to ensuring the health and welfare of the animals in our care that focuses on physical, behavioral and population health.

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We are also a leader in animal rescue.

During the time we closed our parks in response to the COVID-19 pandemic, our animal rescue and rehabilitation operations continued to operate to help wildlife in need.

Over the last five decades, through December 31, 2020, we have helped more than 38,000 ill, injured, orphaned or abandoned wild animals in need of our expert care.

Working in partnership with state, local and federal agencies, our rescue teams are on call 24 hours a day, seven days a week, 365 days a year, including during our temporary park closures.

Working in partnership with state, local and federal agencies, our rescue teams are on call 24 hours a day, seven days a week, 365 days a year, including during our temporary park closures due to the COVID-19 pandemic.

Consistent with our mission to protect animals and their ecosystems, our rescue teams mobilize and often travel hundreds of miles to help ill, injured, orphaned or abandoned wild animals in need of our expert care, with the goal of returning then to their natural habitat.

Over our history, we have helped almost 39,900 animals across a number of species including bottlenose dolphins, manatees, sea lions, seals, sea turtles, sharks, birds and more.

For example, we work closely with Florida Fish and Wildlife Commission (the “FWC”) and in the past five years have helped over 250 manatees as human caused pressures increase.

We have one of the largest manatee rescue operations in the world and operate one of only five manatee critical care facilities in the U.S.

Our commitment to animals also extends beyond our theme parks and throughout the world.

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Through our up-close animal encounters, educational exhibits, “Inside Look” events, educational presentations, and innovative entertainment, we strive to inspire each guest to take action to care for and conserve the natural world.

Some of the animals in our care serve as ambassadors for their species through numerous national media and public appearances that educate the public and raise awareness for issues facing wildlife and wild places.

Some of the animals in our care serve as ambassadors for their species through public appearances that educate the public and raise awareness for issues facing wildlife and wild places.

We also partner with and support leading research, education and conservation organizations that help protect species of animals at risk in the wild, as well as the habitats that are home to many vulnerable species.

We support conservation organizations such as the Killer Whale Research and Conservation Program, in partnership with the National Fish and Wildlife Foundation, to study and protect endangered killer whales in the wild, with a particular focus on the Southern Resident killer whale population found off the coast of Washington.

For example, we are working alongside various resource management agencies, including the FWC, National Oceanic and Atmospheric Administration Fisheries, the Fish and Wildlife Foundation of Florida, and other zoological facilities, to save Florida's endangered coral reef by contributing resources and expertise to the Florida Coral Rescue Center (the “FCRC”).

The FCRC is an environmental conservation effort located in Orlando, Florida that aims to provide a safe and

stable home for coral colonies to receive world-class care from a team of experts, including experts from SeaWorld.

The FCRC was established for gene banking and care of corals rescued from reefs not yet affected by disease impacting corals in the wild.

We have supported conservation efforts such as the Killer Whale Research and Conservation Program, in partnership with the National Fish and Wildlife Foundation, to study and protect endangered killer whales in the wild, with a particular focus on the Southern Resident killer whale population found off the coast of Washington.

Another example is a partnership with marine wildlife artist and conservationist Guy Harvey focused on ocean health and the plight of sharks in the wild.

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Several of our parks have been externally recognized for their recycling programs.

In 2018, for example, SeaWorld San Diego was selected by the City of San Diego’s Environmental Services Department as a “Recycler of the Year” – the 20 th time the park has received this award.

For example, SeaWorld San Diego has received the City of San Diego’s Environmental Services Department as a “Recycler of the Year” 20 times over the award’s history.

We raise awareness with our employees and guests about the need for all of us to do our part to address this global challenge.

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During our peak operating season in 2021, we employed additional part-time and seasonal employees, including high school and college students.

Due to the temporary park closures and limited reopenings related to the COVID-19 pandemic, the number of employees and the mix of employees in 2020 was impacted as parks are operating with limited capacity and limited operating days and/or hours.

None of our employees are covered by a collective bargaining agreement.

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We strive to provide our ambassadors with a competitive compensation package using market data including comprehensive benefits.

We provide market-competitive benefits including health, dental, vision, disability, life insurance, retirement, paid time-off, complimentary tickets and various other benefits.

In response to the unprecedented COVID-19 pandemic and for the safety of our Ambassadors, we implemented new procedures which included remote work places when possible, social distancing, daily temperature checks, COVID-19 specific training and contact tracing to help protect our employees from the spread of the virus.

We provide benefits including health, dental, vision, disability, life insurance, retirement, paid time-off, complimentary tickets and various other benefits.

In response to the unprecedented COVID-19 pandemic and for the safety of our ambassadors, we implemented new procedures which included remote work places when possible, social distancing, COVID-19 specific training and contact tracing to help protect our employees from the spread of the virus.

Safety is not just important as it relates to the COVID-19 pandemic.

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We utilize demand-based pricing for select peak time periods at some of our parks, advance purchase discounts to encourage early commitment, and seasonal pricing models to drive demand in non-peak time periods.

Additionally, in 2020, we introduced an online reservation system to help manage capacity and we are managing the number of operating days, operating hours and staffing needs by park to optimize cash flow.

Culinary Offerings

We strive to deliver a variety of high quality, creative and memorable culinary experiences for our guests.

In-Park Offerings

We generate revenue from the sale of in-park products and services, primarily consisting of food, beverage and merchandise items.

Food and Beverage Offerings

We strive to deliver a variety of high quality, creative and memorable food and beverage experiences for our guests.

Our culinary team focuses on providing creative menu offerings and ways to deliver those offerings that appeal to our diverse guest base.

We offer a variety of dining programs that provide quality food and great value to our guests and drive incremental revenues.

We also offer a variety of dining programs that provide quality food and great value to our guests and drive incremental revenues.

While our menu offerings have broad appeal, they also cater to guests who desire healthy options and those with special allergy-related needs.

Our all-day-dining program delivers convenience and value to our guests with numerous restaurant choices for one price.

Our all-day-dining program delivers convenience and value to our guests with numerous restaurant choices for one price for the entirety of their day visit to the park.

We also offer creative immersive dining experiences that allow guests to dine up-close with our animals and characters.

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Some of our menus feature sustainable, organic, seasonal, and locally grown ingredients that aim to minimize environmental impacts to animals and their habitats.

In addition, through culinary supply chain management initiatives, we are well-positioned to take advantage of changing economic and market conditions.

In addition, through our ongoing culinary supply chain management initiatives, we believe we are well-positioned to take advantage of changing economic and market conditions.

Merchandise and Other In-Park Service Offerings

We offer guests the opportunity to capture memories through our products and services, including through traditional retail shops, game venues and customized photos.

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Our merchandise teams also focus on making a visit to our theme parks easy, convenient, and comfortable.

This includes offering lockers or service vehicle rentals such as strollers, electric personal carts and wheelchairs.

This includes offering quick queue passes for front of the line access to popular attraction, reserved seating, cabana rentals and other guest conveniences like lockers or service vehicle rentals such as strollers, electric personal carts and wheelchairs.

Consumer Products and Licensing

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While currently these licensed consumer products do not represent a significant percentage of our total revenue, we believe by leveraging our brands and our intellectual property through consumer products, we will create new revenue streams and enhance the value of our brands through greater brand visibility, consumer awareness and increased consumer loyalty.

In addition, we have expanded our brand appeal through strategic alliances with well-known external brands, including Sesame Street.

In addition, we have expanded our brand appeal through strategic alliances with well-known external brands, including Sesame Street and Build-A-Bear.

We have also incorporated Rudolph the Red-Nosed Reindeer™ and other well-known characters into five of our park holiday programs under a license agreement with Character Arts, LLC, which currently runs through January 2024.

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Each of our theme parks offers attractive venues, such as SeaWorld Orlando’s Ports of Call, a 70,000 square foot dedicated special events complex and banquet facility that includes a ballroom, a collection of four outdoor pavilions and a courtyard in Orlando, or a fully enclosed and air-conditioned pavilion in Tampa.

As a result of the COVID-19 pandemic and the related impacts on the travel industry, group events in 2020 were impacted.

As a result of the COVID-19 pandemic and the related impacts on the travel industry, group events in 2021 and 2020 were impacted.

See the “— Impact of Global COVID-19 Pandemic ” and “Risk Factors ” 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 and financial performance.

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We identify prospective corporate sponsors based on their industry and industry-leading position, and we select them based on their ability to deliver impactful value to our theme parks and our brands, as well as to consumer products and various entertainment platforms.

Our corporate sponsors contribute to us in a multitude of ways, such as through direct marketing, advertising, media exposure and licensing opportunities, as well as through contributions to the non-profit SeaWorld & Busch Gardens Conservation Fund.

Our corporate sponsors contribute to us in a multitude of ways, such as through direct marketing, advertising, media exposure and licensing opportunities.

Some of our corporate sponsors, such as our partners at Coca-Cola, also join us in making an impact on conservation efforts through contributions to the non-profit SeaWorld & Busch Gardens Conservation Fund.

Also see additional discussion concerning our conservation partnerships, such as Guy Harvey, in the “ —Conservation and Community Relations” section included elsewhere in this Annual Report on Form 10-K.

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Additionally, because our theme parks are divided between regional and destination theme parks, historically our guests have included local visitors, non-local domestic visitors and international visitors.

As a result of the COVID-19 pandemic and the related impacts, travel from domestic and international markets were impacted in 2020.

As a result of the COVID-19 pandemic and the related impacts, travel from domestic and international markets were impacted in 2020 and 2021.

See the “— Impact of Global COVID-19 Pandemic ” and “Risk Factors ” sections included elsewhere in this Annual Report on Form 10-K for further discussion.

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The License Agreement extends SEA’s status as Sesame’s exclusive theme park partner in the United States, Puerto Rico, and the U.S.

Virgin Islands (the “Sesame Territory”), with a second Sesame Place ® theme park scheduled to open no later than mid-2021.

On October 21, 2019, we announced that we will open our second Sesame Place theme park at the site of the current Aquatica San Diego in the spring of 2021.

While construction began in the fall of 2019, it was temporarily paused due to the COVID-19 pandemic.

We currently expect to open this park in 2022.

Virgin Islands (the “Sesame Territory”), with a second Sesame Place ® theme park scheduled to open in 2022.

We plan to open our second Sesame Place theme park at the site of the current Aquatica San Diego in March 2022.

After the opening of Sesame Place San Diego, we will have the option to build additional Sesame Place theme parks in the Sesame Territory.

Under the terms of the license agreement, including the requirement for certain subsequent approvals from Sesame, Sesame granted SEA the right to use the Sesame Street Elements (as defined below) (a) in connection with the design, building, installation, theming, promotion, and operation of SEA’s existing Sesame Place theme park, located in Langhorne, Pennsylvania (the “Langhorne Sesame Place”) and additional Sesame Place theme parks in the United States, including the recently announced Sesame Street San Diego (collectively, the “Standalone Parks”);

Under the terms of the license agreement, including the requirement for certain subsequent approvals from Sesame, Sesame granted SEA the right to use the Sesame Street Elements (as defined below) (a) in connection with the design, building, installation, theming, promotion, and operation of SEA’s existing Sesame Place theme park, located in Langhorne, Pennsylvania (the “Langhorne Sesame Place”) and additional Sesame Place theme parks in the United States, including Sesame Place San Diego (collectively, the “Standalone Parks”);

(b) in connection with the design, building, installation, theming, promotion, and operation of SEA’s existing Sesame Lands (currently known as Sesame Street ® Land at SeaWorld Orlando, which opened in spring of 2019, Sesame Street Bay of Play at SeaWorld San Antonio, Sesame Street Bay of Play at SeaWorld San Diego, Sesame Street Safari of Fun at Busch Gardens Tampa Bay, and Sesame Street Forest of Fun at Busch Gardens Williamsburg) and additional Sesame Lands, (collectively, the “Sesame Lands”);

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The license agreement has an initial term through December 31, 2031, with an automatic additional 15 year extension plus a 5 year option added from each new Standalone Park opening.

Pursuant to the license agreement, SEA pays a specified annual license fee, as well as a specified royalty based on revenues earned in connection with sales of Licensed Products, all food and beverage items utilizing the licensed elements and any events utilizing such elements if a separate fee is paid for such event.

Pursuant to the license agreement, SEA pays specified annual license fees, as well as a schedule of royalties based on revenues earned in connection with admissions, sales of Licensed Products, all food and beverage items utilizing the licensed elements and any events utilizing such elements if a separate fee is paid for such event.

International Development Strategy

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In 2020, the COVID-19 pandemic severely impacted the theme park industry causing complete shutdowns or extended periods of closure.

Some theme parks have chosen to partially reopen with capacity limitations and enhanced safety protocols, which have allowed them to resume operations but with lower levels of attendance.

With the widespread introduction and reception of vaccines to fight COVID-19, we believe the industry will eventually return to its pre-COVID-19 levels of significant cash flow generation and growth.

Some theme parks chose to partially reopen with capacity limitations and enhanced safety protocols, which allowed them to resume operations but with lower levels of attendance.

With the widespread introduction and reception of vaccines to fight COVID-19 in 2021, the operating environment and attendance levels have generally improved;

however, COVID-19 related factors continue to impact domestic and international travel, group-related attendance and events, public opinion concerning social gatherings and consumer behavior.

We believe the industry will eventually return to its pre-COVID-19 levels and mix of attendance.

We believe that the theme park industry is an attractive sector characterized by a proven business model that over the long-term generates significant cash flow and has avenues for growth.

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Our operations are subject to a variety of federal, state and local laws, regulations and ordinances including, but not limited to, those regulating the environment, display, possession and care of our animals, amusement park rides, building and construction, health and safety, labor and employment, workplace safety, zoning and land use and alcoholic beverage and food service.

As a result of the COVID-19 pandemic, we have had to comply with rapidly changing local, state and federal rules, orders and regulations.

As a result of the COVID-19 pandemic, we have also had to comply with rapidly changing local, state and federal rules, orders and regulations.

Key statutes and treaties relating to the display, possession and care of our zoological collection include the Endangered Species Act, Marine Mammal Protection Act, Animal Welfare Act, Convention on International Trade in Endangered Species and Fauna Protection Act and the Lacey Act.

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We believe that we are in compliance with applicable laws, regulations and ordinances;

however, such requirements may change over time, and there can be no assurance that new requirements, changes in enforcement policies or newly discovered conditions relating to our properties or operations will not require significant expenditures in the future.

however, such requirements may change over time, and there can be no assurance

that new requirements, changes in enforcement policies or newly discovered conditions relating to our properties or operations will not require significant expenditures in the future.

Recent Regulatory Developments

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The full impact of the Proposed APHIS Regulations on our business will not be known until the Proposed APHIS Regulations are finalized.

These Proposed APHIS Regulations were not listed as a priority for APHIS indicating that the agency did not plan any further action at that time on the matter.

These Proposed APHIS Regulations were not listed as a priority for APHIS with the release in July 2021 of the Department of Agriculture’s latest Semiannual Unified Agenda of Federal Regulatory and Deregulatory Actions for Fall 2021 (the “Fall 2021 Unified Agenda”) indicating that the agency did not plan any further action at that time on the matter.

However, there can be no assurance that APHIS will not propose or enact regulations that could materially impact the Company in the future.

In December 2020, the Office of Information and Regulatory Affairs released its latest Semiannual Unified Agenda of Federal Regulatory and Deregulatory Actions for Fall 2020 (the “Fall 2020 Unified Agenda”).

APHIS did include on the Fall 2020 Unified Agenda a notice that it was planning to release a Notice of Proposed Rulemaking in or around June 2021 related to contingency plans for the handling of animals.

This rulemaking would amend Animal Welfare Act regulations to add requirements for contingency planning and training of personnel by research facilities and by dealers, exhibitors, intermediate handlers, and carriers.

APHIS says this action would heighten the awareness of licensees and registrants regarding their responsibilities and help ensure a timely and appropriate response should an emergency or disaster occur.

Likewise, the full impact of these Proposed APHIS Regulations on our business will not be known until the Proposed APHIS Regulations are released.

APHIS did include in the Fall 2021 Unified Agenda a notice that it planned to issue a Notice of Proposed Rulemaking to extend its enforcement of the Animal Welfare Act (the “AWA”) to birds, other than birds bred for use in research.

APHIS says this would help ensure the humane care and treatment of such birds.

The full impact of these regulations will not be known until the Proposed APHIS Regulations are published.

On December 3, 2021, APHIS released a Final Rule related to contingency plans for the handling of animals.

This rulemaking, which became effective on January 3, 2022, amends AWA regulations to add requirements for contingency planning and training of personnel by research facilities and by dealers, exhibitors, intermediate handlers, and carriers.

APHIS says this action will heighten the awareness of licensees and registrants regarding their responsibilities and help ensure a timely and appropriate response should an emergency or disaster occur.

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.

We face a rapidly changing regulatory environment across our business, including responses to COVID-19, wages and hour regulations, employee health and benefit requirement and the policy agenda of the new U.S.

President and his administration to name a few.

For more detailed discussion, see the “Impact of Global COVID-19 Pandemic” section and the following under the “Risk Factors” section included elsewhere in this Annual Report on Form 10-K, “ The COVID-19 pandemic has disrupted our business and will adversely affect our results of operations and various other factors beyond our control could materially adversely affect our financial condition and results of operations;

For more detailed discussion, see the “Impact of Global COVID-19 Pandemic” section and the following under the “Risk Factors” section included elsewhere in this Annual Report on Form 10-K, “ 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;

Increased labor costs and employee health and welfare benefits may negatively impact our operations;

and The policies of the recently elected U.S.

and The policies of the U.S.

President and his administration or any changes to tax laws may result in a material adverse effect on our business, cash flow, results of operations or financial condition and may impact our ability to use our net operating loss carryforwards.”

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We generally renegotiate our insurance policies on an annual basis.

available, the availability of coverage for special or specific risks or whether the amount of insurance will be sufficient to cover all actual perils that may occur.

For example, we expect that most of our losses related to the impacts of the COVID -19 pandemic will not be covered by insurance available to us and /or insurers may contest coverage .

We cannot predict the amounts of premium cost that we may be required to pay for future insurance coverage, the level of any deductibles/self-insured retentions or co-insurance we may retain applicable thereto, the level of aggregate excess coverage available, the availability of coverage for special or specific risks or whether the amount of insurance will be sufficient to cover all actual perils that may occur.

For example, our losses in 2020 related to the impacts of the COVID -19 pandemic were not covered by insurance available to us.

Corporate History

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As of December 31, 2021, Hill Path owned approximately 36.0% of our total outstanding common stock.

See further discussion in Note 17–Related-Party Transactions to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

See further discussion in Note 17–Related-Party Transactions in our notes to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Available Information

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We make available free of charge, on or through the “Investor Relations” section of our website, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports, if any, or other filings filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after electronically filing or furnishing these reports with the Securities and Exchange Commission (“SEC”).

We have adopted a Code of Business Conduct and Ethics applicable to our employees including our principal executive, financial and accounting officers, and it is available free of charge, on or through the “Investor Relations” section of our website along with our Corporate Governance Guidelines, and the charters of our Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Revenue Committee.

We have adopted a Code of Business Conduct and Ethics applicable to our directors, officers and employees including principal executive, financial and accounting officers, and it is available free of charge, on or through the “Investor Relations” section of our website along with our Corporate Governance Guidelines, and the charters of our Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Revenue Committee.

We will disclose within four business days any substantive changes in, or waivers of, the Code of Business Conduct and Ethics granted to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website as set forth above rather than by filing a Form 8-K.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business