References to our "theme parks" or "parks" in the discussion that follows
includes all of our separately gated parks. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs and
involve numerous risks and uncertainties, including, but not limited to, those
described in the "Risk Factors" section of our Annual Report on Form 10-K, as
such risk factors may be updated from time to time in our periodic filings with
the SEC. Actual results may differ materially from those contained in any
forward-looking statements. You should carefully read "Special Note Regarding
Forward-Looking Statements" included elsewhere in this Quarterly Report on Form
10-Q.

Introduction

The following discussion and analysis is intended to facilitate an understanding
of our business and results of operations and should be read in conjunction with
our unaudited condensed 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 our consolidated financial
statements and related notes thereto, and the "Management's Discussion and
Analysis of Financial Condition and Results of Operations" section of our Annual
Report on Form 10-K for the year ended December 31, 2021.

Business Overview



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

Recent Developments

Impact of Global COVID-19 Pandemic



Our results of operations for the three and nine months ended September 30, 2022
continued to be impacted by the global COVID-19 pandemic due in part to a
decline in both international and group-related attendance from historical
levels. Additionally, results of operations for the nine months ended September
30, 2021 were also impacted by the following factors: (i) capacity limitations,
modified/limited operations and/or temporary park closures through the first
half of 2021; (ii) decreased demand due to public concerns associated with the
pandemic; and (iii) severe restrictions on international travel, some of which
were in effect through the fourth quarter of 2021. See further discussion in
Note 1-Description of the Business and Basis of Presentation to our unaudited
condensed consolidated financial statements included elsewhere in this Quarterly
Report on Form 10-Q.

As approved vaccines continue to be distributed, the operating environment has
improved and COVID-19 related capacity limitations have been eliminated;
however, there can be no certainty relating to the impact of new variants and
the extent and effectiveness of the vaccines, boosters and/or medications or how
they will impact these factors and others, including domestic or international
travel, group events and group-related attendance, public opinion concerning
social gatherings, consumer behavior or federal, state and local regulations
related to health protocols, capacity limitations and social gatherings. See the
"Risk Factors" section of our Annual Report on Form 10-K, as such risk factors
may be updated from time to time in our periodic filings with the SEC.

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, including wage inflationary
pressures, 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 and less than
optimal staffing levels, which have impacted and could continue to impact our
ability to open some of our food and beverage outlets, caused us to temporarily
close some rides or attractions, caused longer wait times in certain areas of
our parks, which has and could continue to impact the guest experience. To
address these items, we continue our efforts to recruit and retain talent,
optimize staffing levels and focus on park operations from the guest
perspective, among other initiatives. We have also been impacted by significant
inflationary pressures (particularly relating to the costs for labor, goods,
freight, services and capital projects), supply chain disruptions (which has, at
times, impacted ride availability) and higher interest rates. We continue our
focus on cost reduction and efficiency opportunities as well as incremental
pricing and revenue opportunities to help offset cost pressures.

                                       23
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For further discussion relating to strategic measures we have taken to operate
in the current environment, see the "Results of Operations" section. For other
factors concerning the current operating environment or the global COVID-19
pandemic, see the "Risk Factors" section of our Annual Report on Form 10-K, as
such risk factors may be updated from time to time in our periodic filings with
the SEC.

Principal Factors and Trends Affecting Our Results of Operations

Revenues



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

Total revenue per capita, defined as total revenue divided by total attendance, consists of admission per capita and in-park per capita spending:

• Admission Per Capita. We calculate admission per capita as total admissions

revenue divided by total attendance. Admission per capita is primarily driven

by ticket pricing, the admissions product mix (including the impact of pass

visitation rates), and the park attendance mix, among other factors. The

admissions product mix, also referred to as the attendance or visitation mix,

is defined as the mix of attendance by ticket category such as single day,

multi-day, annual/season passes or complimentary tickets and can be impacted

by the mix of guests as domestic and international guests generally purchase

higher admission per capita ticket products than local guests. A higher mix of

complimentary tickets will lower admissions per capita. Pass visitation rates

are the number of visits per pass. A higher number of visits per pass would

yield a lower admissions per capita as the related revenue is recognized over

more visits. The park attendance mix is defined as the mix of theme parks

visited and can impact admission per capita based on the theme park's

respective pricing which, on average, is lower for our water parks compared to

our other theme parks.

• In-Park Per Capita Spending. We calculate in-park per capita spending as total

food, merchandise and other revenue divided by total attendance. Food,

merchandise and other revenue primarily consists of food and beverage, retail

merchandise, parking, other in-park products, and other miscellaneous revenue,

including online transaction fees, not necessarily generated in our parks,

which is not significant in the periods presented. In-park per capita spending

is primarily driven by pricing, product offerings, the mix of guests (as

domestic and international guests typically generate higher in-park per capita

spending than local guests or pass holders), guest penetration levels

(percentage of guests purchasing) and the mix of in-park spending, among other

factors.




Total revenue per capita, admissions per capita and in-park per capita spending
are key performance metrics that we use to assess the operating performance of
our parks on a per attendee basis and to make strategic operating decisions. We
believe the presentation of these performance metrics is useful and relevant for
investors as it provides investors the ability to review operating performance
in the same manner as our management and provides investors with a consistent
methodology to analyze revenue between periods on a per attendee basis. In
addition, investors, lenders, financial analysts and rating agencies have
historically used similar per-capita related performance metrics to evaluate
companies in the industry.

See further discussion in the "Results of Operations" section which follows and
in Note 1-Description of the Business and Basis of Presentation to our unaudited
condensed consolidated financial statements included elsewhere in this Quarterly
Report on Form 10-Q. For other factors affecting our revenues, see the "Risk
Factors" section of our Annual Report on Form 10-K, as such risk factors may be
updated from time to time in our periodic filings with the SEC.

Attendance



The level of attendance in our theme parks is generally a function of many
factors, including affordability, the opening of new attractions and shows,
competitive offerings, weather, marketing and sales efforts, awareness and type
of ticket and park offerings, travel patterns of both our domestic and
international guests, fluctuations in foreign exchange rates and global and
regional economic conditions, consumer confidence, the external perceptions of
our brands and reputation, industry best practices and perceptions as to safety.
The external perceptions of our brands and reputation have at times impacted
relationships with some of our business partners, including certain ticket
resellers that have terminated relationships with us and other zoological-themed
attractions.

As a result of the COVID-19 pandemic, we believe the level of attendance in our
theme parks, including the mix of attendance from certain markets and certain
guests has been and/or could be impacted by public concerns over the COVID-19
pandemic, the number of

                                       24
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reported cases of COVID-19, domestic and international travel restrictions,
federal, state and local regulations related to public places, limits on social
gatherings, the availability and/or effectiveness of vaccines, boosters and/or
medications for adults and children, and overall public safety sentiment. We
continuously monitor factors impacting our attendance, making strategic
operations, marketing and sales adjustments as necessary.

Costs and Expenses



Historically, the principal costs of our operations are employee wages and
benefits, driven partly by staffing levels, advertising, maintenance, animal
care, utilities and insurance. Factors that affect our costs and expenses
include fixed operating costs, competitive wage pressures including minimum wage
legislation, commodity prices, costs for construction, repairs and maintenance,
park operating hours, new parks and/or incremental operating days, new and/or
enhanced events, attendance levels, supply chain issues, and inflationary
pressures, among other factors. The mix of products sold compared to the prior
year period can also impact our costs as retail products generally have a higher
cost of sales component than our food and beverage or other in-park offerings.

We continue our focus on reducing costs and improving operating margins and
streamlining our labor structure to better align with our strategic business
objectives. Since the start of the COVID-19 pandemic, we have spent significant
time reviewing our operations and have identified meaningful cost savings
opportunities, including technology initiatives, which we believe will further
strengthen our business and, in some instances, improve our guest experiences.

See the "Impact of Global COVID-19 Pandemic" and the "Current Operating
Environment" section for further details. For other factors affecting our costs
and expenses, see the "Risk Factors" section of our Annual Report on Form 10-K,
as such risk factors may be updated from time to time in our periodic filings
with the SEC.

Seasonality

The theme park industry is seasonal in nature. Historically, we generate the
highest revenues in the second and third quarters of each year, in part because
seven of our theme parks were only open for a portion of the year. As a result,
approximately two-thirds of our attendance and revenues were historically
generated in the second and third quarters of the year and we generally incurred
a net loss in the first and fourth quarters. The percent mix of revenues by
quarter is relatively constant each year, but revenues can shift between the
first and second quarters due to the timing of Easter and spring break holidays
and between the first and fourth quarters due to the timing of holiday breaks
around Christmas and New Year. Even for our five theme parks which have
historically been open year-round, attendance patterns have significant
seasonality, driven by holidays, school vacations and weather conditions.
Changes in school calendars that impact traditional school vacation breaks could
also impact attendance patterns.

Due in part to the temporary park closures, along with capacity limitations
and/or modified/limited operations and other COVID-19 related impacts on our
attendance, the COVID-19 pandemic has impacted the seasonality of our business
and it is difficult to estimate how the COVID-19 pandemic will impact
seasonality in the future. Furthermore, any changes to the operating schedule of
a park such as increasing operating days for our historically seasonal parks,
could change the impact of seasonality in the future. During the first nine
months of 2021, we began year-round operations at our SeaWorld park in Texas and
began to operate on select days on a year round basis at both our Busch Gardens
park in Virginia and our Sesame Place park in Pennsylvania. Additionally, on
March 26, 2022, we opened our Sesame Place San Diego park which has been, and is
expected to continue to be, open more operating days than the Aquatica San Diego
park it replaced, particularly in the first and fourth quarters of the year.
Incremental operating days generally are expected to drive incremental
attendance and revenue.

See "Risk Factors" section of our Annual Report on Form 10-K, as such risk factors may be updated from time to time in our periodic filings with the SEC.

Results of Operations



The following data should be read in conjunction with our unaudited condensed
consolidated financial statements and the notes thereto included elsewhere in
this Quarterly Report on Form 10-Q.

                                       25
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Comparison of the Three Months Ended September 30, 2022 and 2021

The following table presents key operating and financial information for the three months ended September 30, 2022 and 2021:



                                               For the Three Months Ended
                                                      September 30,                    Variance
                                                  2022               2021            #            %
Summary Financial Data:                               (In thousands, except per capita data)
Net revenues:
Admissions                                   $      313,574       $  296,694     $  16,880         5.7 %
Food, merchandise and other                         251,633          224,512        27,121        12.1 %
Total revenues                                      565,207          521,206        44,001         8.4 %
Costs and expenses:
Cost of food, merchandise and other
revenues                                             41,385           37,977         3,408         9.0 %
Operating expenses (exclusive of
depreciation and amortization shown
separately below)                                   215,899          195,113        20,786        10.7 %
Selling, general and administrative
expenses                                             53,082           53,617          (535 )      (1.0 %)
Depreciation and amortization                        37,216           36,306           910         2.5 %
Total costs and expenses                            347,582          323,013        24,569         7.6 %
Operating income                                    217,625          198,193        19,432         9.8 %
Other income, net                                       (66 )            (39 )         (27 )     (69.2 %)
Interest expense                                     30,556           28,372         2,184         7.7 %
Loss on early extinguishment of debt and
write-off of discounts and debt issuance
costs                                                     -           58,827       (58,827 )        NM
Income before income taxes                          187,135          111,033        76,102        68.5 %
Provision for income taxes                           52,578            8,936        43,642          NM
Net income                                   $      134,557       $  102,097     $  32,460        31.8 %
Other data:
Attendance                                            7,336            7,226           110         1.5 %
Total revenue per capita                     $        77.05       $    72.13     $    4.92         6.8 %
Admission per capita                         $        42.75       $    41.06     $    1.69         4.1 %
In-park per capita spending                  $        34.30       $    31.07     $    3.23        10.4 %


NM - Not Meaningful.

Admissions revenue. Admissions revenue for the three months ended September 30,
2022 increased $16.9 million, or 5.7%, to $313.6 million as compared to $296.7
million for the three months ended September 30, 2021. The improvement was a
result of an increase in admission per capita and an increase in
attendance. Total attendance for the third quarter of 2022 increased
approximately 0.1 million guests, or 1.5%, when compared to the prior year
quarter. Attendance benefitted largely from an increase in demand primarily from
international guests when compared to the prior year quarter, which was impacted
by more severe COVID-19 related restrictions on international travel. Attendance
during the third quarter was also unfavorably impacted by adverse weather,
including the impacts of Hurricane Ian in September 2022, which led to closures
at our parks in Florida and Virginia for a combined 15 operating days. We
estimate that adverse weather, including the impact of Hurricane Ian,
contributed to a decline of approximately 90,000 guests during the quarter.
Admission per capita increased by 4.1% to $42.75 for the three months ended
September 30, 2022 compared to $41.06 in the three months ended September 30,
2021, primarily due to the realization of higher prices in our admission
products resulting from our strategic pricing efforts when compared to the prior
year quarter.

Food, merchandise and other revenue. Food, merchandise and other revenue for the
three months ended September 30, 2022 increased $27.1 million, or 12.1%, to
$251.6 million as compared to $224.5 million for the three months ended
September 30, 2021. The increase results from an increase in in-park per capita
spending and the increase in attendance. In-park per capita spending increased
by 10.4% to $34.30 in the three months ended September 30, 2022 compared to
$31.07 in the three months ended September 30, 2021. In-park per capita spending
improved due to a combination of factors including pricing initiatives, improved
product quality and mix and the impact of new or enhanced and expanded venues
and/or other in-park offerings.

Costs of food, merchandise and other revenues. Costs of food, merchandise and
other revenues for the three months ended September 30, 2022 increased by $3.4
million, or 9.0%, to $41.4 million as compared to $38.0 million for the three
months ended September 30, 2021. These costs represent 16.4% and 16.9% of the
related revenue earned for the three months ended September 30, 2022 and 2021,
respectively. The decrease as a percent of related revenue partly relates to
higher realized prices on some of our in-park products and the impact of
sourcing cost savings initiatives which were partially offset by the impact of
inflationary pressures.

                                       26
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Operating expenses. Operating expenses for the three months ended September 30,
2022 increased by $20.8 million, or 10.7%, to $215.9 million as compared to
$195.1 million for the three months ended September 30, 2021. The increase in
operating expenses is primarily due to costs associated with new and/or expanded
attractions and events, along with high inflationary pressures and an increase
in legal accruals as compared to the prior year quarter. These factors were
partially offset by a decrease in non-cash equity compensation expense along
with structural cost savings initiatives when compared to the third quarter of
2021. Operating expenses for the third quarter of 2021 were also impacted by
approximately $9.2 million of nonrecurring contractual liabilities and legal
costs resulting from the temporary COVID-19 park closures. Operating expenses as
a percent of revenue were 38.2% and 37.4% for the three months ended
September 30, 2022 and 2021, respectively.

Selling, general and administrative expenses. Selling, general and
administrative expenses for the three months ended September 30, 2022 decreased
$0.5 million, or 1.0%, to $53.1 million as compared to $53.6 million for the
three months ended September 30, 2021. The decrease in selling, general and
administrative expenses is primarily due to a decrease in non-cash equity
compensation expense and the impact of cost savings and efficiency initiatives.
These factors were partially offset by increased marketing and third-party
consulting costs when compared to the prior year quarter. Selling, general and
administrative expenses as a percent of revenue were 9.4% and 10.3% for the
three months ended September 30, 2022 and 2021, respectively.

Depreciation and amortization. Depreciation and amortization expense for the
three months ended September 30, 2022 increased by $0.9 million, or 2.5%, to
$37.2 million as compared to $36.3 million for the three months ended
September 30, 2021. The increase primarily relates to new asset additions
partially offset by the impact of asset retirements and fully depreciated
assets.

Interest expense. Interest expense for the three months ended September 30, 2022
increased approximately $2.2 million, or 7.7%, to $30.6 million as compared to
$28.4 million for the three months ended September 30, 2021. The increase
primarily relates to increased interest rates on variable debt, partially offset
by the net impact of lower interest on fixed debt as a result of the Refinancing
Transactions. See Note 6-Long-Term Debt in our notes to the unaudited condensed
consolidated financial statements for further details.

Loss on early extinguishment of debt and write-off of discounts and debt
issuance costs. Loss on early extinguishment of debt and write-off of discounts
and debt issuance costs for the three months ended September 30, 2021 primarily
relate to a write-off of discounts and debt issuance costs resulting from the
Refinancing Transactions during the three months ended September 30, 2021. See
Note 6-Long-Term Debt to our unaudited condensed consolidated financial
statements included elsewhere in this Form 10-Q and the "Our Indebtedness"
section which follows for further details.

Provision for income taxes. Provision for income taxes for the three months
ended September 30, 2022 was $52.6 million compared to $8.9 million for the
three months ended September 30, 2021. Our consolidated effective tax rate was
28.1% for the three months ended September 30, 2022 compared to 8.0% for the
three months ended September 30, 2021. The effective tax rate in the three
months ended September 30, 2022 was primarily impacted by state income taxes,
including the effect of tax rate changes enacted during the quarter. The
effective tax rate in the three months ended September 30, 2021 was primarily
impacted by non-cash valuation allowance adjustments on federal and state net
operating loss carryforwards, a valuation allowance adjustment on federal tax
credits, changes in state tax rates and tax impacts of equity-based
compensation. See Note 4-Income Taxes in our notes to our unaudited condensed
consolidated financial statements included elsewhere in this Quarterly Report on
Form 10-Q for further details.







                                       27

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Comparison of the Nine Months Ended September 30, 2022 and 2021



Our results for the nine months ended September 30, 2022 are not directly
comparable to the nine months ended September 30, 2021 primarily due to COVID-19
related impacts including a temporary park closure and capacity limitations at
some of our parks in 2021. See "Impact of Global COVID-19 Pandemic" and
"Attendance" for further details. The following table presents key operating and
financial information for the nine months ended September 30, 2022 and 2021:

                                              For the Nine Months Ended
                                                    September 30,                    Variance
                                                 2022             2021             #            %
Summary Financial Data:                              (In thousands, except per capita data)
Net revenues:
Admissions                                  $      739,941     $   635,699     $ 104,242        16.4 %
Food, merchandise and other                        600,776         497,211       103,565        20.8 %
Total revenues                                   1,340,717       1,132,910       207,807        18.3 %
Costs and expenses:
Cost of food, merchandise and other
revenues                                           105,943          87,092        18,851        21.6 %
Operating expenses (exclusive of
depreciation and amortization shown
separately below)                                  559,320         460,192        99,128        21.5 %
Selling, general and administrative
expenses                                           155,299         128,271        27,028        21.1 %
Severance and other separation costs                   113           1,582        (1,469 )     (92.9 %)
Depreciation and amortization                      114,379         109,111         5,268         4.8 %
Total costs and expenses                           935,054         786,248       148,806        18.9 %
Operating income                                   405,663         346,662        59,001        17.0 %
Other (income) expense, net                           (110 )           156          (266 )        NM
Interest expense                                    82,736          90,455        (7,719 )      (8.5 %)
Loss on early extinguishment of debt and
write-off of discounts and debt issuance
costs                                                    -          58,827       (58,827 )        NM
Income before income taxes                         323,037         197,224       125,813        63.8 %
Provision for income taxes                          80,857          12,249        68,608          NM
Net income                                  $      242,180     $   184,975     $  57,205        30.9 %
Other data:
Attendance                                          17,002          15,250         1,752        11.5 %
Total revenue per capita                    $        78.86     $     74.29     $    4.57         6.2 %
Admission per capita                        $        43.52     $     41.69     $    1.83         4.4 %
In-park per capita spending                 $        35.34     $     32.61     $    2.73         8.4 %


NM - Not Meaningful.

Admissions revenue. Admissions revenue for the nine months ended September 30,
2022 increased $104.2 million, or 16.4%, to $739.9 million as compared to $635.7
million for the nine months ended September 30, 2021. The improvement was a
result of an increase in attendance and an increase in admission per capita.
Total attendance for the first nine months of 2022 increased by approximately
1.8 million guests, or 11.5%, when compared to the first nine months of
2021. Attendance benefitted primarily from an increase in demand resulting from
a return to more normalized operations when compared to the first nine months of
2021, which included COVID-19 related impacts including limited operating days,
a temporary park closure, capacity limitations at some of our parks and more
severe restrictions on international travel. Admission per capita increased by
4.4% to $43.52 for the nine months ended September 30, 2022 compared to $41.69
for the nine months ended September 30, 2021, primarily due to the realization
of higher prices in our admission products resulting from our strategic pricing
efforts, which was partially offset by the net impact of the admissions product
mix when compared to the prior year period.

Food, merchandise and other revenue. Food, merchandise and other revenue for the
nine months ended September 30, 2022 increased $103.6 million, or 20.8%, to
$600.8 million as compared to $497.2 million for the nine months ended
September 30, 2021. The increase results from the increase in attendance
discussed above, along with an improvement in in-park per capita spending.
In-park per capita spending increased by 8.4% to $35.34 for the nine months
ended September 30, 2022 compared to $32.61 for the nine months ended
September 30, 2021. In park per capita spending improved due to a combination of
factors including, pricing initiatives, improved product quality and mix and the
impact of new or enhanced and/or expanded venues and/or events or other in-park
offerings, partially offset by a higher mix of pass attendance when compared to
the prior year period. In-park per capita spending was also unfavorably impacted
by less than optimal staffing, particularly during the first quarter of 2022,
which impacted our ability to fully operate and/or open some of our food and
beverage and retail outlets.

                                       28
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Costs of food, merchandise and other revenues. Costs of food, merchandise and
other revenues for the nine months ended September 30, 2022 increased $18.9
million, or 21.6%, to $105.9 million as compared to $87.1 million for the nine
months ended September 30, 2021. These costs represent 17.7% and 17.5% of the
related revenue earned for the nine months ended September 30, 2022 and 2021,
respectively. The increase as a percent of related revenue partly relates to the
impact of inflationary pressures which were partially offset by higher realized
prices on some of our in-park products and the impact of sourcing cost savings
initiatives.

Operating expenses. Operating expenses for the nine months ended September 30,
2022 increased by $99.1 million, or 21.5%, to $559.3 million as compared to
$460.2 million for the nine months ended September 30, 2021. Operating expenses
in the first nine months of 2021 were impacted by limited operating days, a
temporary park closure and capacity limitations due to the COVID-19 pandemic. As
a result, the increase in operating expenses in the first nine months of 2022
primarily results from an increase in labor-related costs and other operating
costs due to a return to more normalized operations and an increase in
attendance. Operating expenses were also impacted by inflationary pressures,
partially offset by the impact of structural cost savings initiatives when
compared to the first nine months of 2021. Operating expenses as a percent of
revenue were 41.7% for the nine months ended September 30, 2022 and 40.6% for
the nine months ended September 30, 2021.

Selling, general and administrative expenses. Selling, general and
administrative expenses for the nine months ended September 30, 2022 increased
$27.0 million, or 21.1%, to $155.3 million as compared to $128.3 million for the
nine months ended September 30, 2021. The increase is primarily due to increased
marketing-related costs and increased third-party consulting costs, partially
offset by a decrease in non-cash equity compensation expense and the impact of
cost savings and efficiency initiatives. Selling, general and administrative
expenses as a percent of revenue were 11.6% for the nine months ended
September 30, 2022 and 11.3% for the nine months ended September 30, 2021.

Depreciation and amortization. Depreciation and amortization expense for the
nine months ended September 30, 2022 increased $5.3 million, or 4.8%, to $114.4
million as compared to $109.1 million for the nine months ended September 30,
2021. The increase primarily relates to new asset additions partially offset by
the impact of asset retirements and fully depreciated assets.

Interest expense. Interest expense for the nine months ended September 30, 2022
decreased $7.7 million, or 8.5%, to $82.7 million as compared to $90.5 million
for the nine months ended September 30, 2021. The decrease primarily relates to
the net impact of a lower average outstanding balance on our variable debt and
lower interest on fixed debt as a result of the Refinancing Transactions,
partially offset by increased interest rates on variable rate debt. See Note
6-Long-Term Debt in our notes to the unaudited condensed consolidated financial
statements for further details.

Loss on early extinguishment of debt and write-off of discounts and debt
issuance costs. Loss on early extinguishment of debt and write-off of discounts
and debt issuance costs for the nine months ended September 30, 2021 primarily
relate to a write-off of discounts and debt issuance costs resulting from the
Refinancing Transactions during the nine months ended September 30, 2021. See
Note 6-Long-Term Debt to our unaudited condensed consolidated financial
statements included elsewhere in this Form 10-Q and the "Our Indebtedness"
section which follows for further details.

Provision for income taxes. Provision for income taxes for the nine months ended
September 30, 2022 was $80.9 million compared to $12.2 million for the nine
months ended September 30, 2021. Our consolidated effective tax rate was 25.0%
for the nine months ended September 30, 2022 compared to 6.2% for the nine
months ended September 30, 2021. The effective tax rate in the nine months ended
September 30, 2022 was primarily impacted by state income taxes, including the
effect of tax rate changes enacted during the period, and other compensation
related items, partially offset by tax benefits related to equity-based
compensation which vested during the period. The effective tax rate in the nine
months ended September 30, 2021 was primarily impacted by non-cash valuation
allowance adjustments on federal and state net operating loss carryforwards,
state tax income taxes and deductible equity-based compensation. See Note
4-Income Taxes in our notes to our unaudited condensed consolidated financial
statements included elsewhere in this Quarterly Report on Form 10-Q for further
details.

                                       29
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Supplemental comparison of the nine months ended September 30, 2022 to the nine months ended September 30, 2019



We believe a comparison of selected financial results for the nine months ended
September 30, 2022 to the nine months ended September 30, 2019 may provide
additional insight regarding the current impact of the COVID-19 pandemic on our
business. As such, the following supplemental discussion provides an analysis of
selected operating results for the nine months ended September 30, 2022 compared
to the nine months ended September 30, 2019. The selected summary financial data
for the first nine months of 2019 was derived from the Company's Quarterly
Report on Form 10-Q for quarter ended September 30, 2019.

                                               For the Nine Months Ended
                                                     September 30,                    Variance
                                                  2022             2019             #            %
Selected Summary Financial Data:                      (In thousands, except per capita data)
Net revenues:
Admissions                                   $      739,941     $   624,789     $ 115,152        18.4 %
Food, merchandise and other                         600,776         475,444       125,332        26.4 %
Total revenues                                    1,340,717       1,100,233       240,484        21.9 %
Selected costs and expenses:
Cost of food, merchandise and other
revenues                                            105,943          87,062        18,881        21.7 %
Operating expenses (exclusive of
depreciation and amortization)                      559,320         495,917        63,403        12.8 %
Selling, general and administrative
expenses                                            155,299         174,601       (19,302 )     (11.1 %)
Other data:
Attendance                                           17,002          17,925          (923 )      (5.1 %)
Total revenue per capita                     $        78.86     $     61.38     $   17.48        28.5 %
Admission per capita                         $        43.52     $     34.86     $    8.66        24.8 %
In-park per capita spending                  $        35.34     $     26.52     $    8.82        33.3 %


Admissions revenue. Admissions revenue for the nine months ended September 30,
2022 increased $115.2 million, or 18.4%, to $739.9 million as compared to $624.8
million for the nine months ended September 30, 30, 2019. The increase in
admissions revenue was primarily a result of an increase in admission per capita
which offset a decrease in attendance of approximately 0.9 million guests, or
5.1%. Admission per capita increased by 24.8% to $43.52 in the 2022 period
compared to $34.86 in the 2019 period. Admission per capita increased primarily
due to the realization of higher prices in our admission products resulting from
our strategic pricing efforts, along with the net impact of the admissions
product mix when compared to the first nine months of 2019. Attendance declined
primarily due to a decline from international guest visitation and group-related
attendance, partially offset by the impact of increased incremental operating
days when compared to 2019. Excluding international guest visitation and
group-related attendance, attendance increased by approximately 2.2% when
compared to the first nine months of 2019.

Food, merchandise and other revenue. Food, merchandise and other revenue for the
nine months ended September 30, 2022 increased $125.3 million, or 26.4%, to
$600.8 million as compared to $475.4 million for the nine months ended September
30, 2019, primarily as a result of an increase in in-park per capita spending,
partially offset by a decrease in attendance. In-park per capita spending
increased by 33.3% to $35.34 in the first nine months of 2022 compared to $26.52
in the first nine months of 2019. In-park per capita spending improved primarily
due to pricing initiatives, improved product quality and mix and the impact of
new or enhanced and/or expanded venues and/or events or other in-park offerings
during the first nine months of 2022 when compared to the first nine months of
2019. In-park per capita spending was unfavorably impacted by less than optimal
staffing, particularly during the first quarter of 2022, which impacted our
ability to fully operate and/or open some of our food and beverage and retail
outlets.

Costs of food, merchandise and other revenues. Costs of food, merchandise and
other revenues for the nine months ended September 30, 2022 increased $18.9
million, or 21.7%, to $105.9 million as compared to $87.1 million for the nine
months ended September 30, 2019. These costs represent 17.7% and 18.3% of the
related revenue earned for the nine months ended September 30, 2022 and 2019,
respectively. The decrease as a percent of related revenue partly relates to
higher realized prices on some of our in-park products and the impact of
sourcing cost savings initiatives which were partially offset by the impact of
inflationary pressures.

Operating expenses. Operating expenses for the nine months ended September 30,
2022 increased $63.4 million, or 12.8%, to $559.3 million as compared to $495.9
million for the nine months ended September 30, 2019. The increase primarily
results from operating costs associated with incremental operating days, new,
enhanced and/or expanded venues, events and attractions, along with inflationary
pressures, partially offset by a net reduction in labor-related costs and other
operating costs primarily resulting from structural cost savings initiatives.
Operating expenses were 41.7% of total revenues for the nine months ended
September 30, 2022 compared to 45.1% for the nine months ended September 30,
2019.

                                       30
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Selling, general and administrative expenses. Selling, general and
administrative expenses for the nine months ended September 30, 2022 decreased
$19.3 million, or 11.1%, to $155.3 million as compared to $174.6 million for the
nine months ended September 30, 2019. The decrease primarily relates to a
targeted reduction in marketing related costs, a decrease in third-party
consulting costs and the impact of cost savings and efficiency initiatives,
partially offset by an increase in non-cash equity compensation expense. As a
percentage of total revenue, selling, general and administrative expenses were
11.6% for the nine months ended September 30, 2022 compared to 15.9% for the
nine months ended September 30, 2019.

Liquidity and Capital Resources

Overview



Generally, our principal sources of liquidity are cash generated from
operations, funds from borrowings and existing cash on hand. Our principal uses
of cash typically include the funding of working capital obligations, debt
service, investments in theme parks (including capital projects), share
repurchases and/or other return of capital to stockholders, when permitted. As
of September 30, 2022, we had a working capital ratio (defined as current assets
divided by current liabilities) of 0.6. We typically have operated with a
working capital ratio of less than 1.0 due to a significant deferred revenue
balance from revenues paid in advance for our theme park admissions products and
high turnover of in-park products that result in limited inventory balances. Our
cash flow from operations, along with our revolving credit facilities, have
historically allowed us to meet our liquidity needs.

As market conditions warrant and subject to our contractual restrictions and
liquidity position, we, or our affiliates, may from time to time purchase our
outstanding equity and/or debt securities, including our outstanding bank loans
in privately negotiated or open market transactions, by tender offer or
otherwise. Any such purchases may be funded by incurring new debt, including
additional borrowings under our Senior Secured Credit Facilities. Any new debt
may also be secured debt. We may also use available cash on our balance sheet.
The amounts involved in any such transactions, individually or in the aggregate,
may be material. Further, since some of our debt may trade at a discount to the
face amount among current or future syndicate members, any such purchases may
result in our acquiring and retiring a substantial amount of any particular
series, with the attendant reduction in the trading liquidity of any such
series. Depending on conditions in the credit and capital markets and other
factors, we will, from time to time, consider other financing transactions, the
proceeds of which could be used to refinance our indebtedness or for other
purposes.

Share Repurchases

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

Other



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

The following table presents a summary of our cash flows provided by (used in) operating, investing, and financing activities for the periods indicated:


                                                            For the Nine Months Ended
                                                                  September 30,
                                                            2022                2021
                                                            (Unaudited, in thousands)
Net cash provided by operating activities               $     468,874       $     416,437
Net cash used in investing activities                        (150,729 )           (73,591 )
Net cash used in financing activities                        (647,139 )     

(222,913 ) Net (decrease) increase in cash and cash equivalents, including restricted cash

$    (328,994 )

$ 119,933

Cash Flows from Operating Activities



Net cash provided by operating activities was $468.9 million during the nine
months ended September 30, 2022 as compared to $416.4 million during the nine
months ended September 30, 2021. The change in net cash provided by operating
activities was primarily impacted by improved operating performance, including
increased sales of admission and other products and the impact of decreased
interest payments in the nine months ended September 30, 2022 when compared to
the nine months ended September 30, 2021.

Cash Flows from Investing Activities



Investing activities consist principally of capital investments we make in our
theme parks for future attractions and infrastructure. Net cash used in
investing activities during the nine months ended September 30, 2022 consisted
primarily of capital expenditures of $150.7 million largely related to future
attractions. Net cash used in investing activities during the nine months ended
September 30, 2021 consisted primarily of $73.6 million of capital
expenditures.

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The following table presents detail of our capital expenditures for the periods
indicated:
                                  For the Nine Months Ended September 30,
                                      2022                         2021
Capital Expenditures:                    (Unaudited, in thousands)
Core(a)                       $             100,197         $           44,046
Expansion/ROI projects(b)                    50,532                     29,545
Capital expenditures, total   $             150,729         $           

73,591

(a) Reflects capital expenditures for park rides, attractions and maintenance

activities.

(b) Reflects capital expenditures for park expansion, new properties, and revenue

and/or expense return on investment ("ROI") projects.




The amount of our capital expenditures may be affected by general economic and
financial conditions, among other things, including restrictions imposed by our
borrowing arrangements. Historically, we generally expect to fund our capital
expenditures through our operating cash flow.

Cash Flows from Financing Activities



Net cash used in financing activities during the nine months ended September 30,
2022 results primarily from share repurchases of $617.8 million and payment of
tax withholdings on equity-based compensation through shares withheld of $22.2
million. Net cash used in financing activities during the nine months ended
September 30, 2021 results primarily from net debt repayments of $130.6 million,
which includes the Refinancing Transactions and payments on the Second-Priority
Senior Secured Notes, $77.6 million used to repurchase shares and the payment of
tax withholdings on equity-based compensation through shares withheld of $12.7
million. The Refinancing Transactions primarily consisted of $1,934.6 million in
repayments of our Term B-5 Loans and Second-Priority Senior Secured Notes,
approximately $34.3 million related to a premium paid for redemption of our
Second-Priority Senior Secured Notes, and approximately $23.1 million in debt
issuance costs partially offset by net proceeds from our Term B Loans and the
Senior Notes of $1,922.2 million. See Note 6-Long-term Debt in our notes to the
unaudited condensed consolidated financial statements for further details.

Our Indebtedness

We are a holding company and conduct our operations through our subsidiaries, which have incurred or guaranteed indebtedness as described below. As of September 30, 2022, our indebtedness consisted of senior secured credit facilities, 5.25% unsecured senior notes (the "Senior Notes") and 8.75% first-priority senior secured notes (the "First-Priority Senior Secured Notes").

See discussion which follows and Note 6-Long-Term Debt in our notes to the unaudited condensed consolidated financial statements for further details related to our long-term debt.

Senior Secured Credit Facilities

SeaWorld Parks & Entertainment, Inc. ("SEA") is the borrower under the senior
secured credit facilities, as amended and restated pursuant to a credit
agreement (the "Amended and Restated Credit Agreement") dated August 25, 2021
(the "Senior Secured Credit Facilities").

As of September 30, 2022, our Senior Secured Credit Facilities consisted of
$1.188 billion in Term B Loans which will mature in August 2028, along with a
$390.0 million Revolving Credit Facility, which had no amounts outstanding as of
September 30, 2022 and will mature in August 2026. As of September 30, 2022, SEA
had approximately $19.7 million of outstanding letters of credit, leaving
approximately $370.3 million available for borrowing under the Revolving Credit
Facility.

Senior Notes and First-Priority Senior Secured Notes



As of September 30, 2022, SEA had outstanding $725.0 million in aggregate
principal amount of Senior Notes due on August 15, 2029 and $227.5 million in
aggregate principal amount of First-Priority Senior Secured Notes, due on May 1,
2025.

Covenant Compliance

As of September 30, 2022, we were in compliance with all covenants in the credit
agreement governing the Senior Secured Credit Facilities and the indentures
governing our Senior Notes and First-Priority Senior Secured Notes. See Note
6-Long-Term Debt to our unaudited condensed consolidated financial statements
for further details relating to our restrictive covenants.

                                       32
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Adjusted EBITDA



We define Adjusted EBITDA as net income plus, (i) income tax provision, (ii)
interest expense, consent fees and similar financing costs, (iii) depreciation
and amortization, (iv) equity-based compensation expense, (v) loss on
extinguishment of debt, (vi) certain non-cash charges/credits including those
related to asset disposals, (vii) certain business optimization, development and
strategic initiative costs, (viii) merger, acquisition, integration and certain
investment costs, and (ix) other nonrecurring costs including incremental costs
associated with the COVID-19 pandemic or similar unusual events.

Under the credit agreement governing the Senior Secured Credit Facilities and
the indentures governing our Senior Notes and First-Priority Senior Secured
Notes (collectively, the "Debt Agreements"), our ability to engage in activities
such as incurring additional indebtedness, making investments, refinancing
certain indebtedness, paying dividends and entering into certain merger
transactions is governed, in part, by our ability to satisfy tests based on
Covenant Adjusted EBITDA as defined in the Debt Agreements ("Covenant Adjusted
EBITDA").

Covenant Adjusted EBITDA is defined as Adjusted EBITDA plus certain other items
as defined in the Debt Agreements, including estimated cost savings among other
adjustments. Cost savings represent annualized estimated savings expected to be
realized over the following 24 month period related to certain specified actions
including restructurings and cost savings initiatives, net of actual benefits
realized during the last twelve months. Other adjustments include (i) recruiting
and retention costs, (ii) public company compliance costs, (iii) litigation and
arbitration costs, and (iv) other costs and adjustments as permitted by the Debt
Agreements.

We believe that the presentation of Adjusted EBITDA is appropriate as it
eliminates the effect of certain non-cash and other items not necessarily
indicative of a company's underlying operating performance. We use Adjusted
EBITDA in connection with certain components of our executive compensation
program. In addition, investors, lenders, financial analysts and rating agencies
have historically used EBITDA related measures in our industry, along with other
measures, to estimate the value of a company, to make informed investment
decisions and to evaluate companies in the industry. In addition, we believe the
presentation of Covenant Adjusted EBITDA for the last twelve months is
appropriate as it provides additional information to investors about the
calculation of, and compliance with, certain financial covenants in the Debt
Agreements. See Note 6-Long-Term Debt to our unaudited condensed consolidated
financial statements for further details relating to our restrictive covenants.

Adjusted EBITDA and Covenant Adjusted EBITDA are not recognized terms under
accounting principles generally accepted in the United States of America
("GAAP"), should not be considered in isolation or as a substitute for a measure
of our financial performance prepared in accordance with GAAP and are not
indicative of income or loss from operations as determined under GAAP. Adjusted
EBITDA, Covenant Adjusted EBITDA and other non-GAAP financial measures have
limitations which should be considered before using these measures to evaluate
our financial performance. Adjusted EBITDA and Covenant Adjusted EBITDA as
presented by us, may not be comparable to similarly titled measures of other
companies due to varying methods of calculation.

                                       33
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The following table reconciles Adjusted EBITDA and Covenant Adjusted EBITDA to net income for the periods indicated:



                 SEAWORLD ENTERTAINMENT, INC. AND SUBSIDIARIES
            UNAUDITED RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

                                                                                                              Last Twelve
                                                                                                                Months
                                                                                                                 Ended
                                        For the Three Months Ended           For the Nine Months Ended         September
                                               September 30,                       September 30,                  30,
                                         2022                2021            2022                2021            2022
                                                           (Unaudited, in thousands)
Net income                            $   134,557         $   102,097     $   242,180         $   184,975     $   313,718
Provision for income taxes                 52,578               8,936          80,857              12,249          68,444
Loss on early extinguishment of
debt and write-off of discounts and
debt issuance costs (a)                         -              58,827               -              58,827               -
Interest expense                           30,556              28,372          82,736              90,455         108,923
Depreciation and amortization              37,216              36,306         114,379             109,111         153,928
Equity-based compensation expense
(b)                                         4,472              13,076          15,554              24,331          32,241
Loss on impairment or disposal of
assets and certain non-cash
expenses(c)                                 3,540               1,291          12,555               4,978          14,676
Business optimization, development
and strategic initiative costs (d)          4,656               2,307          14,050               5,654          17,155
Certain investment costs and other
taxes                                          53                  56           1,053                 472           1,411
COVID-19 related incremental costs
(e)                                         4,957              13,560           5,930              17,928          10,564
Other adjusting items (f)                   1,598                 451           5,275                 304           6,273
Adjusted EBITDA (g)                   $   274,183         $   265,279     $   574,569         $   509,284     $   727,333
Items added back to Covenant
Adjusted EBITDA as defined in the
Debt Agreements:
Estimated cost savings (h)                                                                                          3,000
Other adjustments as defined in the
Debt Agreements (i)                                                                                                18,561
Covenant Adjusted EBITDA (j)                                                                                  $   748,894

(a) Reflects a loss on early extinguishment of debt and write-off of discounts

and debt issuance costs associated with the Refinancing Transactions. See


    Note 6-Long-Term Debt to our unaudited condensed consolidated financial
    statements included elsewhere in this Quarterly Report on Form 10-Q for
    further details.

(b) Reflects non-cash equity compensation expenses and related payroll taxes

associated with grants of equity-based compensation. For the three and nine

months ended September 30, 2021 and the twelve months ended September 30,

2022, includes equity compensation expense related to certain performance

vesting restricted awards which were previously not considered probable of

vesting. See Note 9-Equity-Based Compensation in our notes to the unaudited

condensed consolidated financial statements included elsewhere in this

Quarterly Report on Form 10-Q for further details.

(c) Reflects primarily non-cash expenses related to miscellaneous fixed asset

disposals including asset write-offs and costs related to certain rides and

equipment which were removed from service. Includes approximately $2.6

million for the three months ended September 30, 2022 and approximately $6.5

million for the nine and twelve months ended September 30, 2022 related to

non-cash self-insurance reserve adjustments.

(d) For the three and nine months ended September 30, 2022, reflects business

optimization, development and other strategic initiative costs primarily

related to: (i) $2.5 million and $7.6 million, respectively of third-party

consulting costs and (ii) $1.8 million and $5.6 million, respectively of

other business optimization costs and strategic initiative costs.




For the three and nine months ended September 30, 2021, reflects business
optimization, development and other strategic initiative costs primarily related
to: (i) $1.7 million and $2.2 million, respectively of third-party consulting
costs; (ii) $1.6 million of severance and other separation costs in the nine
months ended September 30, 2021 associated with positions eliminated and (iii)
$1.0 million and $2.1 million, respectively of other business optimization costs
and strategic initiative costs.

                                       34
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For the twelve months ended September 30, 2022, reflects business optimization,
development and other strategic initiative costs primarily related to: (i) $9.7
million of third-party consulting costs and (ii) $6.6 million of other business
optimization costs and strategic initiative costs.
(e) For the three, nine and twelve months ended September 30, 2022, includes

approximately $4.1 million of certain legal matters related to the temporary

COVID-19 park closures. For the twelve months ended September 30, 2022, also

includes approximately $3.1 million of certain incremental, nonrecurring,

temporary incentives paid to attract employees to return or remain in the

workforce during the COVID-19 related environment and approximately $1.7

million of contract termination or modification costs related to impacts from

the temporary COVID-19 park closures.




For the three and nine months ended September 30, 2021, includes approximately
$9.2 million and $10.4 million, respectively, of nonrecurring contractual
liabilities and legal costs impacted by the temporary COVID-19 park closures and
approximately $4.1 million and $6.9 million, respectively, of incremental
temporary labor related costs incurred to prepare and staff the parks and
certain incremental, nonrecurring, temporary incentives paid to attract
employees to return to or remain in the workforce during the COVID-19 related
environment.
(f) Reflects the impact of expenses, net of insurance recoveries and adjustments,

incurred primarily related to certain matters, which we are permitted to

exclude under the credit agreement governing our Senior Secured Credit

Facilities due to the unusual nature of the items. Includes approximately

$3.6 million for the nine and twelve months ended September 30, 2022 related

to a legal settlement.

(g) Adjusted EBITDA is defined as net income before income tax expense, interest

expense, depreciation and amortization, as further adjusted to exclude

certain non-cash, and other items as described above.

(h) Our Debt Agreements permit the calculation of certain covenants to be based

on Covenant Adjusted EBITDA, as defined above, for the last twelve-month


    period further adjusted for net annualized estimated savings we expect to
    realize over the following 24-month period related to certain specified
    actions, including restructurings and cost savings initiatives. These
    estimated savings are calculated net of the amount of actual benefits

realized during such period. These estimated savings are a non-GAAP Adjusted

EBITDA add-back item only as defined in the Debt Agreements and does not

impact our reported GAAP net income.

(i) The Debt Agreements permit our calculation of certain covenants to be based

on Covenant Adjusted EBITDA as defined above, for the last twelve-month

period further adjusted for certain costs as permitted by the Debt Agreements

including recruiting and retention expenses, public company compliance costs

and litigation and arbitration costs, if any.

(j) Covenant Adjusted EBITDA is defined in the Debt Agreements as Adjusted EBITDA

for the last twelve-month period further adjusted for net annualized

estimated savings among other adjustments as described in footnotes (h) and


    (i) above.


Contractual Obligations

There have been no material changes to our contractual obligations as September 30, 2022 from those previously disclosed in our Annual Report on Form 10-K.

Critical Accounting Policies and Estimates



The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of
certain assets and liabilities, revenues and expenses, and disclosure of
contingencies during the reporting period. Significant estimates and assumptions
include the valuation and useful lives of long-lived assets, the accounting for
income taxes, the accounting for self-insurance and revenue recognition. Actual
results could differ from those estimates. The critical accounting estimates
associated with these policies are described in our Annual Report on Form 10-K
under "Management's Discussion and Analysis of Financial Condition and Results
of Operations." There have been no material changes to our significant
accounting policies as compared to the significant accounting policies described
in our Annual Report on Form 10-K, filed on February 28, 2022.

Off-Balance Sheet Arrangements

We had no material off-balance sheet arrangements as of September 30, 2022.

Recently Issued Financial Accounting Standards



Refer to Note 2-Recent Accounting Pronouncements in our notes to the unaudited
condensed consolidated financial statements included elsewhere in this Quarterly
Report on Form 10-Q for further details.

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