2015 ANNUAL REPORT April 29, 2016 To Our Shareholders, Over the past year, your Board of Directors and management have driven important changes at SeaWorld Entertainment. Our fundamental mission remains the same – to provide experiences that matter and inspire guests to protect animals and the wild wonders of the world. We recognized, however, that we must evolve how we pursue that mission along with the expectations of our guests, current and future. After I became CEO last April, we conducted a careful and thorough analysis of our business which was used as a starting point to develop the plan we shared with you in November. With the foundational work complete, we are now in a position to execute on the strategy we shared. Our primary objective is to improve operational excellence and deliver the consistent and sustainable financial performance you expect from our company. We are evolving the SeaWorld brand to deliver experiences that matter. Research tells us this is a priority for young families, particularly millennials. We are making a range of changes over time so that guests who visit us find opportunities to enjoy family time and pure fun, while also learning how to make the world a better place for animals and their habitats. In March of this year, we took a bold and decisive step in this direction. We committed to stop breeding orcas in our care and to transition our orca theatrical shows toward more natural and educational encounters. We also announced a partnership with the Humane Society of the United States to launch a series of initiatives to protect and preserve marine wildlife and their habitats. We expect these initiatives will help us grow attendance and revenue over time as consumers begin to recognize that we are moving in their direction. To drive awareness and attract customers, we will implement an integrated marketing campaign showcasing the “new” SeaWorld with its unique blend of compelling animal experiences and new rides and attractions. We are also committed to investing in our parks, including new rides, themed events, shows and restaurants– all consistent with our evolved brand. Examples are Mako, the longest, tallest, and fastest roller coaster in Orlando, opening in June, Cobra’s Curse, a unique spinning coaster in Tampa, opening in May, and our newest dolphin experience, Discovery Point in San Antonio, also opening in June. At the same time, we remain focused on costs and capital allocation that will enable us to make essential capital investments to attract new guests while also continuing to return cash to our shareholders. We expect to continue to deliver strong cash flow and returns as part of our core commitment to increase the value of your investment over time. Finally, our most recent action was the addition of a new independent director and the nomination of another, both theme park industry veterans, to our experienced Board, together with enhancements to our governance practices. We believe these important changes will help us advance our ongoing evolution. In summary, we are changing, but we remain passionate about connecting people to nature and animals to provide experiences that matter and inspire our guests to protect animals and the wild wonders of our world. This purpose will never change, and it is the foundation upon which we will achieve sustainable growth over the long term. Thank you for your support. Sincerely, Joel K. Manby, President and Chief Executive 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, 2015 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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 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, 2015, the last business day of the registrant’s most recently completed second fiscal quarter, was $1,262,276,031 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 in that such persons are affiliates. This determination of affiliate status is not a determination for other purposes. The registrant had outstanding 88,016,096 shares of Common Stock, par value $0.01 per share as of February 19, 2016. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission relating to the 2016 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, 2015 TABLE OF CONTENTS Page No. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ......................................................................... 1 PART I. Item 1. Business ........................................................................................................................................................................ 3 Item 1A. Risk Factors .................................................................................................................................................................. 18 Item 1B. Unresolved Staff Comments ......................................................................................................................................... 30 Item 2. Properties ...................................................................................................................................................................... 30 Item 3. Legal Proceedings ........................................................................................................................................................ 31 Item 4. Mine Safety Disclosures ...................................................................................................................... 33 PART II. Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ... 34 Item 6. Selected Financial Data ................................................................................................................................................ 36 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ....................................... 38 Item 7A. Quantitative and Qualitative Disclosures About Market Risk .....................................................................................