United Parks & Resorts Inc.

Previous wording

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 13 differentiated theme parks that are grouped in key markets across the United States and in the United Arab Emirates. 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.

Current wording

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 65-year history, we have developed a diversified portfolio of 13 differentiated theme parks that are grouped in key markets across the United States and in the United Arab Emirates. 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.

Previous wording

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/passes 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 attendance from complimentary tickets/passes will lower admissions per capita. Pass visitation rates are the number of visits per pass. A higher number of visits per pass, including complimentary passes, would yield a lower admissions per capita as the 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.

Current wording

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/passes 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 attendance from complimentary tickets/passes will lower admissions per capita. Pass visitation rates are the number of visits per pass. A higher number of visits per pass, including complimentary tickets/passes, would yield a lower admissions per capita as the 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.

Previous wording

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 and the related impacts, travel from international and/or domestic markets were impacted in 2022 and parts of 2023. We continuously monitor factors impacting our attendance, making strategic operations, marketing and sales adjustments as necessary.

Current wording

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. We continuously monitor factors impacting our attendance, making strategic operations, marketing and sales adjustments as necessary.

Previous wording

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 four of our theme parks were historically 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 quarter. 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 eight 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 and/or start dates could also impact attendance patterns.

Current wording

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 four of our theme parks were historically 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 quarter. 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 seven 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 and/or start dates could also impact attendance patterns.

Previous wording

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. In the year ended December 31, 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.

Current wording

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. Incremental operating days generally are expected to drive incremental attendance and revenue.

Previous wording

Admissions revenue. Admissions revenue for the year ended December 31, 2024 decreased $14.5 million, or 1.5%, to $939.6 million as compared to $954.1 million for the year ended December 31, 2023. The decline was a result of a decrease in admission per capita and a decrease in attendance of 0.1 million guests, or 0.3%. The decrease in attendance was primarily due to the impact of significantly worse weather and hurricanes, particularly at our Florida parks, including during peak visitation periods. Admission per capita decreased by 1.2% to $43.61 in 2024 compared to $44.16 in 2023. Admission per capita decreased primarily due to lower pricing on certain promotional admission products when compared to 2023.

Current wording

Admissions revenue. Admissions revenue for the year ended December 31, 2025 decreased $56.2 million, or 6.0%, to $883.4 million as compared to $939.6 million for the year ended December 31, 2024. The decline was a result of a decrease in admission per capita and a decrease in attendance of 0.4 million guests, or 1.8%. The decrease in attendance was primarily due to a combination of factors including a decline in visitation from international markets and reseller tickets along with changes in operating schedules across parks and less than optimal execution. Admission per capita decreased by 4.3% to $41.73 in 2025 compared to $43.61 in 2024. Admission per capita decreased the impact of promotional activities and visitation mix and when compared to 2024.

Previous wording

Food, merchandise and other revenue. Food, merchandise and other revenue for the year ended December 31, 2024 increased $13.2 million, or 1.7% to $785.7 million as compared to $772.5 million for the year ended December 31, 2023. The increase results from improved in-park per capita spending, partially offset by the decrease in attendance discussed above. In-park per capita spending increased by 2.0%, to $36.46 in 2024 from $35.75 in 2023. In park per capita spending improved primarily due to pricing initiatives when compared to 2023.

Current wording

Food, merchandise and other revenue. Food, merchandise and other revenue for the year ended December 31, 2025 decreased $6.5 million, or 0.8% to $779.2 million as compared to $785.7 million for the year ended December 31, 2024. The decrease results from the decrease in attendance discussed above, partially offset by improved in-park per capita spending. In-park per capita spending increased by 1.0%, to $36.81 in 2025 from $36.46 in 2024. In park per capita spending improved primarily due to pricing and operating initiatives when compared to 2024.

Previous wording

Costs of food, merchandise and other revenues. Costs of food, merchandise and other revenues for the year ended December 31, 2024 decreased $0.3 million, or 0.2%, to $131.4 million as compared to $131.7 million for the year ended December 31, 2023.

Current wording

Costs of food, merchandise and other revenues. Costs of food, merchandise and other revenues for the year ended December 31, 2025 decreased $3.8 million, or 2.9%, to $127.6 million as compared to $131.4 million for the year ended December 31, 2024, primarily due to a decrease in inventory write-offs.

Previous wording

Selling, general and administrative expenses. Selling, general and administrative expenses for the year ended December 31, 2024 decreased by $4.3 million, or 2.0% to $216.9 million as compared to $221.2 million for the year ended December 31, 2023. The decrease in selling, general and administrative expenses is primarily due to a $16.0 million decrease in third-party consulting costs, including approximately $15.3 million of nonrecurring costs for strategic initiatives, a decrease in labor-related costs and the impact of implemented cost savings and efficiency initiatives, partially offset by an increase in marketing related costs when compared to 2023.

Current wording

Selling, general and administrative expenses. Selling, general and administrative expenses for the year ended December 31, 2025 increased by $10.9 million, or 5.0% to $227.7 million as compared to $216.9 million for the year ended December 31, 2024. The increase in selling, general and administrative expenses is primarily due to an increase in marketing-related costs when compared to 2024.

Previous wording

Depreciation and amortization. Depreciation and amortization expense for the year ended December 31, 2024 increased by $9.2 million, or 6.0% to $163.4 million as compared to $154.2 million for the year ended December 31, 2023. The increase primarily relates to new asset additions partially offset by the impact of asset retirements and fully depreciated assets.

Current wording

Depreciation and amortization. Depreciation and amortization expense for the year ended December 31, 2025 increased by $11.0 million, or 6.8% to $174.5 million as compared to $163.4 million for the year ended December 31, 2024. The increase primarily relates to new asset additions, partially offset by the impact of asset retirements and fully depreciated assets.

Previous wording

Interest expense. Interest expense for the year ended December 31, 2024 increased $21.1 million, or 14.4% to $167.8 million as compared to $146.7 million for the year ended December 31, 2023. The increase primarily relates to the net impact of the Refinancing Transactions which included write-offs of certain discounts and debt issuance costs and a higher average outstanding balance on our variable debt, partially offset by a lower average outstanding balance on our fixed debt. See Note 11–Long-Term Debt in our notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details.

Current wording

Interest expense. Interest expense for the year ended December 31, 2025 decreased $33.6 million, or 20.0% to $134.1 million as compared to $167.8 million for the year ended December 31, 2024. The decrease primarily related to the net impact of the Refinancing Transactions completed in 2024, which includes a lower average interest rate on our variable debt and write-offs of debt issuance costs and discounts, partially offset by a higher average outstanding balance on our total debt. See Note 11–Long-Term Debt in our notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details.

Previous wording

Provision for income taxes. Provision for income taxes was $64.0 million compared to $78.9 million in the years ended December 31, 2024 and 2023, respectively. Our consolidated effective tax rate was 22.0% for 2024 compared to 25.2% for 2023. The effective tax rates in the years ended December 31, 2024 and 2023 were primarily impacted by state income taxes and limits on certain compensation deductibility, partially offset by a tax benefit related to equity-based compensation which vested during the period and a deferred adjustment related to fixed assets in 2024. See Note 12–Income Taxes in our notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details.

Current wording

Provision for income taxes. Provision for income taxes was $58.2 million compared to $64.0 million in the years ended December 31, 2025 and 2024, respectively. Our consolidated effective tax rate was 25.7% for 2025 compared to 22.0% for 2024. The effective tax rate differs from the statutory federal income tax rate of 21.0% for the year ended December 31, 2025 primarily due to state income taxes and a deferred revaluation due to state filing changes as of January 1, 2025. The effective tax rate differs from the statutory federal income tax rate of 21% for the year ended December 31, 2024 primarily due to state income taxes and limits on certain compensation deductibility, partially offset by a tax benefit related to equity-based compensation which vested during the period and a deferred adjustment related to fixed assets. See Note 12–Income Taxes in our notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details.

Previous wording

Net cash provided by operating activities was $504.9 million during the year ended December 31, 2023 as compared to $564.6 million during the year ended December 31, 2022. The change in net cash provided by operating activities was primarily impacted by an increase in interest expense and a decline in operating performance.

Current wording

Net cash provided by operating activities was $380.1 million during the year ended December 31, 2025 as compared to $480.1 million during the year ended December 31, 2024. The change in net cash provided by operating activities was primarily impacted by changes in working capital.

Previous wording

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 year ended December 31, 2024 consisted primarily of capital expenditures of $248.4 million largely related to future attractions (see further breakdown of capital expenditures in the table below). Net cash used in investing activities during the years ended December 31, 2023 and 2022 consisted primarily of capital expenditures of $304.8 million and $200.7 million, respectively.

Current wording

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 year ended December 31, 2025 consisted of capital expenditures of $217.5 million largely related to future attractions (see further breakdown of capital expenditures in the table below). Net cash used in investing activities during the years ended December 31, 2024 and 2023 consisted primarily of capital expenditures of $248.4 million and $304.8 million, respectively.

Previous wording

The following table presents detail of our capital expenditures for the periods indicated. Certain amounts relating to prior period results were reclassified to conform to current period presentation. These reclassifications have not changed the results of operations of the prior period.

Current wording

The following table presents detail of our capital expenditures for the periods indicated:

Previous wording

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. We generally expect to fund our capital expenditures through our operating cash flow. Due to the COVID-19 pandemic, which materially impacted our operating cash flow in 2020, we took proactive measures starting in March 2020 relating to our capital expenditures including delaying the opening of certain new rides to 2022 which were originally scheduled to open in 2020.

Current wording

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. We generally expect to fund our capital expenditures through our operating cash flow.

Previous wording

Net cash used in financing activities during the year ended December 31, 2022 results primarily from $693.6 million used to repurchase shares and the payment of tax withholdings on equity-based compensation through shares withheld of $22.5 million.

Current wording

Net cash used in financing activities during the year ended December 31, 2025 primarily results from $160.4 million used to repurchase shares and payment of related excise tax and repayments of $15.4 million on long-term debt.

Previous wording

As of December 31, 2024, our Senior Secured Credit Facilities consisted of $1.538 billion in Term B-3 Loans, which will mature on December 4, 2031, along with a $700.0 million Revolving Credit Facility, which had no amounts outstanding as of December 31, 2024 and will mature on August 23, 2029. As of December 31, 2024, SEA had approximately $17.5 million of outstanding letters of credit, leaving approximately $682.5 million available for borrowing under the Revolving Credit Facility.

Current wording

As of December 31, 2025, our Senior Secured Credit Facilities consisted of $1.523 billion in Term B-3 Loans, which will mature on December 4, 2031, along with a $700.0 million Revolving Credit Facility, which had no amounts outstanding as of December 31, 2025 and will mature on August 23, 2029. As of December 31, 2025, SEA had approximately $10.9 million of outstanding letters of credit, leaving approximately $689.1 million available for borrowing under the Revolving Credit Facility. Subsequent to December 31, 2025, SEA borrowed $80.0 million on the Revolving Credit Facility for general working capital purposes.

Previous wording

For the years ended December 31, 2024, 2023 and 2022 reflects approximately $21.2 million, $11.8 million and $6.5 million, respectively, related to non-cash self-insurance reserve adjustments. Also includes non-cash expenses related to asset write-offs and costs related to certain rides and equipment which were removed from service. See Note 8–Property and Equipment, Net, to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details.

Current wording

For the years ended December 31, 2025, 2024 and 2023 reflects approximately $17.5 million, $21.2 million and $11.8 million, respectively, related to non-cash self-insurance reserve adjustments. Also includes non-cash expenses related to asset write-offs and costs related to certain rides and equipment which were removed from service. See Note 8–Property and Equipment, Net, to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details.

Previous wording

For the year ended December 31, 2024, primarily relates to expenses associated with a stockholders' agreement amendment proposal and a share repurchase proposal.

Current wording

For the year ended December 31, 2025, primarily relates to expenses associated with a share repurchase proposal. For the year ended December 31, 2024, primarily relates to expenses associated with a stockholders' agreement amendment proposal and a share repurchase proposal.

Previous wording

For the year ended December 31, 2022, primarily reflects costs associated with certain legal matters related to the temporary COVID-19 park closures

Current wording

For the year ended December 31, 2025, primarily reflects costs associated with certain legal matters and nonrecurring contractual liabilities and respective assessments related to the previously disclosed temporary COVID-19 park closures.

Previous wording

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. For the year ended December 31, 2022, includes approximately $3.6 million related to a legal settlement.

Current wording

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.

Previous wording

Represents commitments under long-term operating and finance leases requiring annual minimum lease payments, primarily consisting of the lease for the land of our SeaWorld theme park in San Diego, California. Included in the less than 1 year column is approximately $9.6 million in deferred rent payments and certain fees related to the land lease, which is accrued as of December 31, 2024. See Note 13–Leases to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details.

Current wording

Represents commitments under long-term operating and finance leases requiring annual minimum lease payments, primarily consisting of the lease for the land of our SeaWorld theme park in San Diego, California. See Note 13–Leases to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details.

Previous wording

As of December 31, 2024 and 2023, we have a valuation allowance of approximately $5.0 million, net of federal tax benefit, on our deferred tax assets related to state net operating loss carryforwards, which we believed did not meet the “more likely than not” criteria and would expire before being realized in future periods.

Current wording

As of December 31, 2025 and 2024, we have a valuation allowance of approximately $4.8 million and $5.0 million, net of federal tax benefit, respectively, on our deferred tax assets related to state net operating loss carryforwards, which we believed did not meet the “more likely than not” criteria and would expire before being realized in future periods.