Footnotes

(1)

See the following financial statements and Note 3 to those financial statements for a discussion of Adjusted EBITDA and its reconciliation to net loss.

(2)

See Note 3 to the following financial statements for a discussion of Modified EBITDA and its reconciliation to net loss.

(3)

Constant Currency assumes last year's results were translated using this year's exchange rates.

(4)

"Cash earnings per share", which is defined as Free Cash Flow divided by the weighted average shares outstanding, is not a U.S. GAAP defined measure. The company believes this measure provides meaningful profitability metrics, given current accumulated tax loss carryforwards and the net depreciation/amortization impacts relating to the revaluation of assets in connection with the company's emergence from Chapter 11.

(5)

Net Debt represents total long-term debt, including current portion, less cash and cash equivalents.

Six Flags Entertainment Corporation

(In Thousands, Except Per Share Amounts)

Statements of Operations Data (1)

Three Months Ended

March 31,

2012

2011

Theme park admissions

$   29,451

$   26,336

Theme park food, merchandise and other

24,617

22,933

Sponsorship, licensing and other fees

7,708

7,912

Accommodations revenue

4,582

4,154

Total revenue

66,358

61,335

Operating expenses (excluding depreciation and

 amortization shown separately below)

78,572

77,255

Selling, general and administrative expense (excluding

 depreciation, amortization and stock-based

 compensation shown separately below)

29,220

29,389

Costs of products sold

5,727

5,570

Depreciation

36,993

39,522

Amortization

4,502

4,513

Stock-based compensation

17,009

14,303

Loss on disposal of assets

1,643

1,977

Interest expense, net

11,363

16,520

Equity in loss of investee

320

1,156

Other income, net

(781)

(356)

Restructure costs

-

26,602

Loss from continuing operations before

 reorganization items, income taxes and 

 discontinued operations

(118,210)

(155,116)

Reorganization items, net

554

500

Loss from continuing operations

 before income taxes and discontinued operations

(118,764)

(155,616)

Income tax benefit

(3,756)

(7,085)

Loss from continuing operations before

 discontinued operations

(115,008)

(148,531)

Loss from discontinued operations

(35)

(36)

Net loss

$(115,043)

$(148,567)

Less: Net (income) loss attributable to

  noncontrolling interests

(66)

82

Net loss attributable to

  Six Flags Entertainment Corporation

$(115,109)

$(148,485)

Net loss applicable to Six Flags Entertainment

  Corporation common stockholders

$(115,109)

$(148,485)

Per share - basic and diluted:

     Loss from continuing operations

       applicable to Six Flags Entertainment

       Corporation common stockholders

$     (2.11)

$     (2.67)

     Loss from discontinued operations

       applicable to Six Flags Entertainment

       Corporation common stockholders

$          -

$          -

Net loss applicable to Six Flags Entertainment

   Corporation common stockholders

$     (2.11)

$     (2.67)

Weighted average shares outstanding - basic and diluted

54,593

55,625

The following table sets forth a reconciliation of net loss to Adjusted EBITDA and Free Cash Flow for the periods shown (in thousands):

Three Months Ended

March 31,

2012

2011

Net loss

$(115,043)

$(148,567)

Loss from discontinued operations

35

36

Income tax benefit

(3,756)

(7,085)

Restructure costs

-

26,602

Reorganization items, net

554

500

Other income, net

(781)

(356)

Equity in loss of investee

320

1,156

Interest expense, net

11,363

16,520

Loss on disposal of assets

1,643

1,977

Amortization

4,502

4,513

Depreciation

36,993

39,522

Stock-based compensation

17,009

14,303

Impact of Fresh Start valuation adjustments (2)

242

374

Modified EBITDA (3)

(46,919)

(50,505)

Third party interest in EBITDA

  of certain operations (4)

1,285

1,420

Adjusted EBITDA (3)

$  (45,634)

$  (49,085)

Cash paid for interest, net

(5,824)

(7,014)

Capital expenditures (net of property insurance recoveries)

(35,811)

(22,842)

Cash taxes

(4,633)

(2,962)

Free Cash Flow (5)

$  (91,902)

$  (81,903)

Balance Sheet Data

(In Thousands)

Balance Sheet Data

March 31, 2012

December 31, 2011

Cash and cash equivalents

  (excluding restricted cash)

$ 69,384

$    231,427

Total assets

2,524,493

2,648,178

Current portion of long-term debt

38,279

35,296

Long-term debt (excluding current

  portion)

918,209

921,940

Redeemable noncontrolling interests 

440,427

440,427

Total equity

636,692

767,148

Shares outstanding

54,121

54,642

(1)

Revenues and expenses of international operations are converted into U.S. dollars on an average basis as provided by GAAP.

(2)

Amounts recorded as valuation adjustments and included in reorganization items for the month of April 2010 that would have been included in Modified EBITDA and Adjusted EBITDA, had fresh start accounting not been applied. Balance consists primarily of discounted insurance reserves that will be accreted through the statement of operations each quarter through 2018.

(3)

"Adjusted EBITDA", a non-GAAP measure, is defined as the Company's consolidated income (loss) from continuing operations:

(i) excluding the cumulative effect of changes in accounting principles, fresh start accounting valuation adjustments, discontinued operations, income tax expense or benefit, reorganization items, restructure costs, other income or expense, gain or loss on early extinguishment of debt, equity in income or loss of investees, interest expense (net), amortization, depreciation,  stock-based compensation, gain or loss on disposal of assets, interests of third parties in the Adjusted EBITDA of properties that are less than wholly owned by the Company (consisting of Six Flags Over Georgia, Six Flags Over Texas, Six Flags White Water Atlanta and Six Flags Great Escape Lodge & Indoor Waterpark (the "Lodge"), and (ii) plus the Company's share of the Adjusted EBITDA of dick clark productions, inc. The Company believes that Adjusted EBITDA provides useful information to investors regarding the Company's operating performance and its capacity to incur and service debt and fund capital expenditures. The Company believes that Adjusted EBITDA is useful to investors, equity analysts and rating agencies as a measure of the Company's performance. The Company uses Adjusted EBITDA in its internal evaluation of operating effectiveness and decisions regarding the allocation of resources. In addition, Adjusted EBITDA is approximately equal to "Parent Consolidated Adjusted EBITDA" as defined in the Company's secured credit facilities, except that Parent Consolidated Adjusted EBITDA excludes Adjusted EBITDA from equity investees that is not distributed to the Company in cash on a net basis and has limitations on the amounts of certain expenses that are excluded from the calculation. Adjusted EBITDA is not defined by GAAP and should not be considered in isolation or as an alternative to net income (loss), income (loss) from continuing operations, net cash provided by (used in) operating, investing and financing activities or other financial data prepared in accordance with GAAP or as an indicator of the Company's operating performance. Adjusted EBITDA as defined herein may differ from similarly titled measures presented by other companies.

"Modified EBITDA", a non-GAAP measure, is defined as Adjusted EBITDA plus the interests of third parties in the Adjusted EBITDA of the properties that are less than wholly owned (consisting of Six Flags Over Georgia, Six Flags White Water Atlanta, Six Flags Over Texas, the Lodge plus the Company's interest in the Adjusted EBITDA of dick clark productions, inc.). The Company believes that Modified EBITDA is useful in the same manner as Adjusted EBITDA, with the distinction of representing a measure that can be more readily compared to other companies that do not have interests of third parties in any of their properties or equity investments. Modified EBITDA is not defined by GAAP and should not be considered in isolation or as an alternative to net income (loss), income (loss) from continuing operations, net cash provided by (used in) operating, investing and financing activities or other financial data prepared in accordance with GAAP or as an indicator of the Company's operating performance. Modified EBITDA as defined herein may differ from similarly titled measures presented by other companies.

(4)

Represents interests of third parties in the Adjusted EBITDA of Six Flags Over Georgia, Six Flags Over Texas, Six Flags White Water Atlanta and the Lodge, plus the Company's interest in the Adjusted EBITDA of dick clark productions, inc., which are less than wholly owned.

(5)

Free Cash Flow, a non-GAAP measure, is defined as Adjusted EBITDA less (i) cash paid for interest expense net of interest income receipts, (ii) capital expenditures net of property insurance recoveries, and (iii) cash taxes. The Company has excluded from the definition of Free Cash Flow the $16.0 million of deferred financing costs related to the Company's debt refinancing incurred in the fourth quarter of 2011 due to the unusual nature of this item. The Company believes that Free Cash Flow is useful to investors, equity analysts and rating agencies as a performance measure. The Company uses Free Cash Flow in its internal evaluation of operating effectiveness and decisions regarding the allocation of resources. Free Cash Flow is not defined by GAAP and should not be considered in isolation or as an alternative to net income (loss), income (loss) from continuing operations, net cash provided by (used in) operating, investing and financing activities or other financial data prepared in accordance with GAAP or as an indicator of the Company's operating performance. Free Cash Flow as defined herein may differ from similarly titled measures presented by other companies.