Seaworld Entertainment, Inc. 2017 Annual Report

2017 ANNUAL REPORT April 25, 2018 To Our Shareholders, We have seen encouraging signs of progress entering 2018, driven by our emphasis on fun and meaningful guest experiences and our continued focus on efficiency and productivity. With a great lineup of new attractions, new and returning events, and a new strategic marketing and communications campaign driving attendance, we believe we will continue to improve as we head into our most important season. SeaWorld Entertainment, Inc. is a one-of-a-kind, mission-driven theme park and entertainment company. We attract guests with a compelling combination of entertainment, education, and our exceptional ability to connect people and wildlife. Over the past few years, we have taken necessary actions to ensure that our Company is best positioned to succeed in the modern marketplace, while remaining true to our core brand values. We have built a unique portfolio of highly attractive and differentiated theme parks that enables us to provide distinct guest experiences at a great value. Looking ahead, we must intensify our focus on execution and profitable growth in order to deliver the results our shareholders expect from us. In February 2018, we reported better-than-expected fourth quarter 2017 financial results, with full year Adjusted EBITDA exceeding the top end of our revised guidance. For 2018, we believe we have one of the best new product lineups in the Company’s history, with 15 new rides, attractions and events opening across our park portfolio. To ensure that we are maximizing exposure and driving attendance, we are implementing the most comprehensive strategic marketing and communications campaign in the Company’s history. This multi- dimensional effort highlights our rides, attractions and events, and supports our position as one of the world’s leading animal rescue organizations. This is an important part of who we are and what we do as a company, and we have indications that these efforts resonate with our guests in a meaningful way. For example, in January 2018 at SeaWorld San Diego, we saw an overwhelmingly positive response to our “Inside Look” event, which offers guests a behind-the-scenes view of our animal care, rescue and rehabilitation operations. As a result, we are introducing the “Inside Look” event in Orlando and San Antonio later this year. In February 2018, following the departure of Joel Manby, our Former President and Chief Executive Officer, our Board of Directors initiated a search for a permanent CEO. While that process continues, I can assure you that after 32 years at this Company, I believe in our mission. As Interim CEO, I intend to continue on our current path to deliver improved financial results in 2018 and beyond. Our outstanding team of ambassadors and leaders is committed to SeaWorld Entertainment’s success. Our immediate priority will be to focus even more intently on making sure we exceed expectations every time a guest enters our parks. We have an exciting future ahead as we work to realize the potential of our unique portfolio of parks and opportunities for growth. Thank you for your investment in SeaWorld Entertainment. Sincerely, John T. Reilly Interim Chief Executive Officer & Chief Parks Operations Officer UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35883 SeaWorld Entertainment, Inc. (Exact name of registrant as specified in its charter) Delaware 27-1220297 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9205 South Park Center Loop, Suite 400 Orlando, Florida 32819 (Address of principal executive offices)(Zip Code) (407) 226-5011 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, par value $0.01 per share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2017, the last business day of the registrant’s most recently completed second fiscal quarter, was $919,442,891 based upon the closing price of the registrant’s common stock, par value $0.01 per share, reported for such date on the New York Stock Exchange. For purposes of this computation, shares of the registrant’s common stock held by each executive officer and director and each person known to the registrant to own 10% or more of the outstanding voting power of the registrant have been excluded since such persons may be deemed to be affiliates. This determination of affiliate status is not a determination for other purposes. The registrant had outstanding 90,336,380 shares of Common Stock, par value $0.01 per share as of February 21, 2018. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission relating to the 2018 Annual Meeting of Stockholders, which statement will be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference into Part III of this report. [THIS PAGE INTENTIONALLY LEFT BLANK] SEAWORLD ENTERTAINMENT, INC. AND SUBSIDIARIES ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2017 TABLE OF CONTENTS Page No. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS .......................................................................... 1 PART I. Item 1. Business......................................................................................................................................................................... 3 Item 1A. Risk Factors................................................................................................................................................................... 21 Item 1B. Unresolved Staff Comments ......................................................................................................................................... 36 Item 2. Properties....................................................................................................................................................................... 36 Item 3. Legal Proceedings ......................................................................................................................................................... 37 Item 4. Mine Safety Disclosures ..................................................................................................................... 40 PART II. Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities... 41 Item 6. Selected Financial Data................................................................................................................................................. 43 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations......................................

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