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Amusement Parks

CEDAR FAIR L P MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (type 10-Q)


Enterprise Overview:


We generate our revenues from gross sales of (1) admission to our amusement parks and
water parks, (2) meals, merchandise and video games each inside and out of doors our parks,
and (3) lodging, extra-charge merchandise, and different income sources. Our
principal prices and bills, which embody salaries and wages, working
provides, upkeep and promoting, are comparatively fastened for a typical
working season and don't range considerably with attendance.

Every of our properties is overseen by a basic supervisor and operates autonomously. Administration opinions working outcomes, evaluates efficiency and makes working choices, together with allocating sources, on a property-by-property foundation.


Together with attendance and in-park per capita spending statistics, discrete
monetary info and working outcomes are ready on the particular person park
stage to be used by the CEO, who's the Chief Working Resolution Maker (CODM), as
nicely as by the Chief Monetary Officer, the Chief Working Officer, Senior Vice
Presidents and the overall managers.

Affect of COVID-19 Pandemic


The novel coronavirus (COVID-19) pandemic had a cloth influence on our enterprise
in 2020, had a seamless destructive influence in 2021 and should have a longer-term
destructive impact. On March 14, 2020, we closed our properties in response to the
unfold of COVID-19 and native authorities mandates. We in the end resumed solely
partial operations at 10 of our 13 properties in 2020. As a consequence of mushy demand developments
upon reopening in 2020, park working calendars had been adjusted, together with
decreased working days per week and working hours inside every working day
and earlier closure of sure parks than a typical working 12 months. Following
March 14, 2020, Knott's Berry Farm's partial operations in 2020 had been restricted to
culinary festivals.

In Could 2021, we opened all of our U.S. properties for the 2021 working season
on a staggered foundation with capability restrictions, visitor reservations, and different
working protocols in place. Our 2021 working calendars had been designed to
align with anticipated capability restrictions, visitor demand and labor
availability, together with fewer working days in July and August at a few of our
smaller properties and extra working days in September and the fourth
quarter at most of our properties. As vaccination distribution efforts continued
in the course of the second quarter of 2021 and we had been in a position to rent further labor, we
eliminated most capability restrictions, visitor reservation necessities and different
protocols at our U.S. properties starting in July 2021. We had been additionally in a position to
open our Canadian property, Canada's Wonderland, in July 2021. Canada's
Wonderland operated with capability restrictions, visitor reservations, and different
working protocols in place all through 2021.

All of our properties opened for the 2022 working season with out restrictions
as deliberate. We at the moment anticipate sustaining full park working calendars
for the rest of the 2022 working season. Nonetheless, now we have and should
proceed to regulate future park working calendars as we reply to modifications in
visitor demand, labor availability and any federal, provincial, state and native
restrictions. Our future operations are depending on elements outdoors of our
information or management, together with the length and severity of the COVID-19
pandemic and actions taken to include its unfold and mitigate its public well being
results.

Vital Accounting Insurance policies:


Administration's Dialogue and Evaluation of Monetary Situation and Outcomes of
Operations relies upon our unaudited condensed consolidated monetary
statements, which had been ready in accordance with accounting rules
typically accepted in the US of America. These rules require us
to make judgments, estimates and assumptions in the course of the regular course of
enterprise that have an effect on the quantities reported within the unaudited condensed
consolidated monetary statements. Past estimates within the regular course of
enterprise, administration has additionally made important estimates and assumptions associated
to the COVID-19 pandemic to estimate the influence on our enterprise, together with
monetary ends in the close to and long-term. Precise outcomes might differ
considerably from these estimates below totally different assumptions and situations.

Administration believes that judgment and estimates associated to the next important accounting insurance policies might materially have an effect on our unaudited condensed consolidated monetary statements:

•Impairment of Lengthy-Lived Property

•Goodwill and Different Intangible Property

•Self-Insurance coverage Reserves

•Income Recognition

•Earnings Taxes

Within the third quarter of 2022, there have been no modifications within the above important accounting insurance policies from these beforehand disclosed in our Annual Report on Kind 10-Ok for the 12 months ended December 31, 2021.

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Outcomes of Operations:

We consider the next are key operational measures in our managerial and operational reporting. They’re used as main elements in important operational choices as they’re main drivers of our monetary and operational efficiency, measuring demand, pricing and shopper habits:

Attendance is outlined because the variety of visitor visits to our amusement parks and individually gated outside water parks.

In-park per capita spending is calculated as revenues generated inside our amusement parks and individually gated outside water parks together with associated parking revenues (in-park revenues), divided by complete attendance.


Out-of-park revenues are outlined as revenues from resorts, out-of-park meals and
retail areas, on-line transaction charges charged to clients, sponsorships and
all different out-of-park operations.

Internet revenues encompass in-park revenues and out-of-park revenues much less quantities remitted to outdoors events below concessionaire preparations (see Be aware 3

).

9 months ended September 25, 2022 vs. 9 months ended September 26, 2021


Because of the results of the COVID-19 pandemic, the outcomes for the 9 months
ended September 25, 2022 weren't straight comparable with the outcomes for the
9 months ended September 26, 2021. The present nine-month interval included
1,926 working days in contrast with 1,381 working days for the nine-month
interval ended September 26, 2021. Within the prior interval and because of the results of
the COVID-19 pandemic, we postponed the opening of our parks for the 2021
working season to Could 2021, when all of our properties opened on a staggered
foundation besides our Canadian property, Canada's Wonderland, which opened in July
2021. Upon opening in 2021, park working calendars had been decreased, visitor
reservations had been required and a few working restrictions had been in place. We
eliminated most capability restrictions, visitor reservation necessities and different
protocols at our U.S. properties starting in July 2021. Working restrictions
remained in place at our Canadian property all through the third quarter of 2021.
We adjusted our 2021 working calendars to replicate anticipated modifications in visitor
demand, labor availability and state and native restrictions by together with fewer
working days in July and August at a few of our smaller properties and by
together with further working days in September. The 2021 interval additionally included
the outcomes from restricted out-of-park sights previous to the Could 2021 opening
of our parks. Restricted out-of-park sights included a few of our resort
properties and a culinary competition at Knott's Berry Farm from March 5, 2021
via Could 2, 2021.

The next desk presents key monetary info for the 9 months ended September 25, 2022 and September 26, 2021:

                                                               9 months ended                            Enhance (Lower)
                                                                              September 26,
                                                    September 25, 2022             2021                      $                     %
                                                                (Quantities in 1000's, besides per capita and working days)
Internet revenues                                        $   1,451,389             $   987,283          $          464,106             47.0  %
Working prices and bills                            1,003,317                 749,242                     254,075             33.9  %
Depreciation and amortization                             126,441                 112,906                      13,535             12.0  %
Loss on impairment / retirement of fastened
property, internet                                                 6,379                   5,873                         506                 N/M

Achieve on sale of property                                   (155,251)                     (2)                   (155,249)                N/M
Working earnings                                    $     470,503             $   119,264          $          351,239            294.5  %

Different Information:

Attendance                                                 21,603                  14,178                       7,425             52.4  %
In-park per capita spending                         $       61.24                   62.26          $            (1.02)            (1.6) %
Out-of-park revenues                                $     173,416             $   134,054          $           39,362             29.4  %
Working days                                              1,926                   1,381                         545             39.5  %



N/M    Not significant because of the nature of the expense line-item.

For the 9 months ended September 25, 2022, internet revenues totaled $1.5 billion
in contrast with $987.3 million for the 9 months ended September 26, 2021. The
enhance in internet revenues was attributable to a 545 working day enhance within the
present interval leading to a 7.4 million-visit enhance in attendance and a
$39.4 million enhance in out-of-park revenues. In-park per capita spending for
the 9 months ended September 25, 2022 decreased 1.6% to $61.24, which was
largely because of decrease ranges of visitor spending in extra-charge merchandise pushed by
decrease gross sales quantity. Whereas the vast majority of the rise in out-of-park revenues
was attributable to the 545 working day enhance within the present interval,
out-of-park revenues additionally elevated because of the reopening of Castaway Bay Resort
and Sawmill Creek Resort at Cedar Level following short-term closures for
renovations, offset considerably by the prior interval culinary competition at Knott's
Berry Farm. The rise in internet revenues included a $3.9 million unfavorable
influence of overseas foreign money trade charges at our Canadian park.

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Working prices and bills for the 9 months ended September 25, 2022
elevated to $1.0 billion from $749.2 million for the 9 months ended
September 26, 2021. This was the results of a $47.6 million enhance in value of
items bought, a $180.2 million enhance in working bills and a $26.3 million
enhance in SG&A expense, all of which had been largely the results of the 545
working day enhance within the present interval. Nearly all of the $180.2 million
enhance in working bills was attributable to the rise in working
days. Moreover, the rise in working bills was because of a rise in
full-time wages primarily associated to a deliberate enhance in head depend at choose
parks, a rise within the upkeep labor charge, and incremental land lease and
property tax prices related to the sale-leaseback of the land at
California's Nice America. The rise in working prices and bills
included a $1.8 million favorable influence of overseas foreign money trade charges at
our Canadian park.

Depreciation and amortization expense for the 9 months ended September 25,
2022 elevated $13.5 million in contrast with the 9 months ended September 26,
2021 due primarily to current capital expenditures and the discount of the
estimated helpful lives of the long-lived property at California's Nice America
following the sale-leaseback of the land at California's Nice America. The loss
on impairment / retirement of fastened property for each durations was because of
retirement of property within the regular course of enterprise.

After a $155.3 million acquire on the sale of the land at California's Nice
America in the course of the third quarter of 2022 and the objects above, working earnings
for the 9 months ended September 25, 2022 totaled $470.5 million in contrast
with $119.3 million for the 9 months ended September 26, 2021.

Curiosity expense for the 9 months ended September 25, 2022 decreased $21.0
million primarily because of the redemption of the 2024 senior notes in December
2021. The web impact of our swaps resulted in a profit to earnings of $25.6
million for the 9 months ended September 25, 2022 in contrast with a $10.6
million profit to earnings for the 9 months ended September 26, 2021. The
distinction was attributable to the change in honest worth of our swap portfolio.
We terminated our rate of interest swap agreements in the course of the third quarter of 2022
following the total compensation of our senior secured time period mortgage facility ensuing
in a $5.3 million money receipt, internet of charges. As well as, we acknowledged a $1.8
million loss on early debt extinguishment upon full compensation of our senior
secured time period debt facility in the course of the third quarter of 2022. Through the present
interval, we additionally acknowledged a $24.2 million internet cost to earnings for overseas
foreign money good points and losses in contrast with a $1.7 million internet profit for the 9
months ended September 26, 2021. The quantities primarily represented the
remeasurement of U.S. greenback denominated debt to the Canadian entity's
useful foreign money.

Through the 9 months ended September 25, 2022, a provision for taxes of $61.4 million was recorded to account for PTP taxes and federal, state, native and overseas earnings taxes in contrast with $16.9 million for the 9 months ended September 26, 2021. The rise in provision for taxes was primarily attributable to increased pretax earnings from our taxable subsidiaries within the present interval.


After the objects above, internet earnings for the 9 months ended September 25, 2022
totaled $295.3 million, or $5.18 per diluted restricted associate unit, in contrast with
a internet lack of $21.3 million, or $0.38 per diluted restricted associate unit, for the
9 months ended September 26, 2021.

9 months ended September 25, 2022 vs. 9 months ended September 29, 2019


As described above, the outcomes for the 9 months ended September 25, 2022
weren't straight comparable with the outcomes for the 9 months ended
September 26, 2021 because of the results of the COVID-19 pandemic. Subsequently, we
included a comparability of our present interval outcomes with the 9 months ended
September 29, 2019. Whereas the 2019 outcomes are extra akin to our 2022
outcomes, the 2022 outcomes are additionally circuitously comparable with the 2019 outcomes
because of the acquisition of Schlitterbahn Waterpark and Resort New Braunfels and
Schlitterbahn Waterpark Galveston ("Schlitterbahn parks") on July 1, 2019. The
present nine-month interval included 1,926 working days in contrast with a complete of
1,862 working days for the nine-month interval ended September 29, 2019. There
had been 98 incremental working days on the Schlitterbahn parks within the present
interval in contrast with the corresponding 2019 interval. Excluding the Schlitterbahn
parks, working days for the 9 months ended September 25, 2022 decreased 34
working days in contrast with the 9 months ended September 29, 2019 because of a
deliberate discount of early-season working days at a few of our properties in
the present interval.

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The next desk presents key monetary info for the 9 months ended
September 25, 2022 and September 29, 2019:

                                                               9 months ended                            Enhance (Lower)
                                                                              September 29,
                                                    September 25, 2022            2019                       $                     %
                                                                (Quantities in 1000's, besides per capita and working days)
Internet revenues                                        $   1,451,389            $  1,217,679          $          233,710             19.2  %
Working prices and bills                            1,003,317                 784,060                     219,257             28.0  %
Depreciation and amortization                             126,441                 137,828                     (11,387)            (8.3) %
Loss on impairment / retirement of fastened
property, internet                                                 6,379                   3,781                       2,598                 N/M

Achieve on sale of property                                   (155,251)                   (617)                   (154,634)                N/M
Working earnings                                    $     470,503            $    292,627          $          177,876             60.8  %

Different Information:

Attendance                                                 21,603                  22,864                      (1,261)            (5.5) %
In-park per capita spending (1)                     $       61.24            $      48.73          $            12.51             25.7  %
Out-of-park revenues (1)                            $     173,416            $    140,452          $           32,964             23.5  %
Working days                                              1,926                   1,862                          64              3.4  %



N/M    Not significant because of the nature of the expense line-item.

(1)  Internet revenues as disclosed inside the statements of operations and
complete earnings (loss) encompass in-park revenues and out-of-park revenues
much less quantities remitted to outdoors events below concessionaire preparations.
In-park per capita spending is calculated as in-park revenues divided by complete
attendance. In-park revenues and concessionaire remittance totaled $1.1 billion
and $37.0 million, respectively, for the 9 months ended September 29, 2019.

For the 9 months ended September 25, 2022, internet revenues totaled $1.5 billion
in contrast with $1.2 billion for the 9 months ended September 29, 2019. The
enhance in internet revenues mirrored the influence of a 26% enhance in in-park per
capita spending to $61.24, and a 23%, or $33.0 million, enhance in out-of-park
revenues. These will increase had been offset by the influence of a 6%, or
1.3 million-visit decline in attendance. The rise in in-park per capita
spending was pushed by increased visitor spending throughout all key income classes,
significantly admissions, meals and beverage and extra-charge spending. The
enhance in meals and beverage and extra-charge spending was pushed by each
elevated pricing and elevated gross sales quantity. The rise in out-of-park
revenues was attributable to elevated on-line transaction charges charged to
clients, increased revenues at our Cedar Level resort properties, increased gross sales at
Knott's Berry Farm's Market, in addition to revenues from the Resort at
Schlitterbahn New Braunfels which was acquired in July 2019. The decline in
attendance was pushed by an anticipated slower restoration in group gross sales attendance,
the deliberate discount of low-value ticket packages, and an total decline in
single-day attendance. The rise in internet revenues included a $3.6 million
favorable influence of overseas foreign money trade charges at our Canadian park.

Working prices and bills for the 9 months ended September 25, 2022
elevated $219.3 million in contrast with the 9 months ended September 29, 2019.
This was the results of a $27.1 million enhance in value of products bought, a
$172.1 million enhance in working bills and a $20.0 million enhance in
SG&A expense. Value of products bought as a proportion of meals, merchandise and video games
income elevated 0.8%. The rise in working bills was attributable to a
important enhance in seasonal labor charge, increased full-time wages primarily
associated to a deliberate enhance in head depend at choose parks, increased associated
worker advantages, the inclusion of the outcomes of the Schlitterbahn parks, and
increased prices for provides. The rise in SG&A expense was largely because of an
enhance in full-time wages, together with a rise in accrued bonus and
equity-based compensation plan bills, in addition to a rise in transaction
charges and IT-related prices. These will increase in SG&A expense had been offset by a
decline in promoting prices pushed by a extra environment friendly advertising program. The
enhance in working prices and bills included a $2.0 million unfavorable
influence of overseas foreign money trade charges at our Canadian park.

Depreciation and amortization expense for the 9 months ended September 25,
2022 decreased $11.4 million in contrast with the 9 months ended September 29,
2019 due primarily to the prior interval change in estimated helpful lifetime of a
long-lived asset at Kings Dominion, in addition to the total depreciation of 15-year
helpful lived property and tools from our 2006 acquisition. The loss on
impairment / retirement of fastened property for the 9 months ended September 25,
2022 and September 29, 2019 included retirements of property within the regular course
of enterprise.

After a $155.3 million acquire on the sale of the land at California's Nice
America in the course of the third quarter of 2022 and the objects above, working earnings
for the 9 months ended September 25, 2022 totaled $470.5 million in contrast
with $292.6 million for the 9 months ended September 29, 2019.

Curiosity expense for the 9 months ended September 25, 2022 elevated $43.6
million in contrast with the 9 months ended September 29, 2019 because of curiosity
incurred on the 2025 senior notes, 2028 senior notes and 2029 senior notes
offset partially by the influence of the redemption of the 2024 senior notes in
December 2021 and the prepayment of time period debt in 2020. The 2025
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senior notes and the 2028 senior notes had been issued in 2020 to complement
liquidity in response to the impacts of the COVID-19 pandemic, and the 2029
senior notes had been issued on the finish of the second quarter of 2019 in
coordination with the acquisition of the Schlitterbahn parks. The web impact of
our swaps resulted in a profit to earnings of $25.6 million for the 9 months
ended September 25, 2022 in contrast with a $21.1 million cost to earnings for
the 9 months ended September 29, 2019. The distinction was attributable to the
change in honest worth of our swap portfolio. We terminated our rate of interest swap
agreements in the course of the third quarter of 2022 following the total compensation of our
senior secured time period mortgage facility leading to a $5.3 million money receipt, internet
of charges. As well as, we acknowledged a $1.8 million loss on early debt
extinguishment upon full compensation of our senior secured time period debt facility
in the course of the third quarter of 2022. Through the present interval, we additionally acknowledged
a $24.2 million internet cost to earnings for overseas foreign money good points and losses
in contrast with a $12.5 million internet profit for the 9 months ended
September 29, 2019. The quantities primarily represented the remeasurement of U.S.
greenback denominated debt to the Canadian entity's useful foreign money.

Through the 9 months ended September 25, 2022, a provision for taxes of $61.4 million was recorded to account for PTP taxes and federal, state, native and overseas earnings taxes in contrast with $43.5 million for the 9 months ended September 29, 2019. The rise in provision for taxes was primarily attributable to a rise in pretax earnings from our taxable subsidiaries.


After the objects above, internet earnings for the 9 months ended September 25, 2022
totaled $295.3 million, or $5.18 per diluted restricted associate unit, in contrast with
$169.6 million, or $2.98 per diluted restricted associate unit, for the 9 months
ended September 29, 2019.

Three months ended September 25, 2022 vs. Three months ended September 26, 2021


The present three-month interval included 1,088 working days in contrast with 988
working days for the three-month interval ended September 26, 2021. There have been
destructive results of the COVID-19 pandemic within the prior interval. All of our
properties had been open in the course of the third quarter of 2021, and we eliminated most
capability restrictions, visitor reservation necessities and different protocols at our
U.S. properties starting in July 2021. Nonetheless, working restrictions remained
in place at our Canadian property all through the third quarter of 2021. We additionally
adjusted our third quarter 2021 working calendars to replicate anticipated
modifications in visitor demand, labor availability and state and native restrictions by
together with fewer working days in July and August at a few of our smaller
properties and by together with further working days in September.

The next desk presents key monetary info for the three months ended September 25, 2022 and September 26, 2021:

                                                               Three months ended                           Enhance (Lower)
                                                                              September 26,
                                                    September 25, 2022             2021                      $                     %
                                                                (Quantities in 1000's, besides per capita and working days)
Internet revenues                                        $    843,063              $   753,404          $           89,659             11.9  %
Working prices and bills                             484,673                  423,791                      60,882             14.4  %
Depreciation and amortization                             67,805                   77,461                      (9,656)           (12.5) %
Loss on impairment / retirement of fastened
property, internet                                                3,632                    2,397                       1,235                 N/M

Achieve on sale of property                                  (155,251)                       -                    (155,251)                N/M
Working earnings                                    $    442,204              $   249,755          $          192,449             77.1  %

Different Information:

Attendance                                                12,304                   10,769                       1,535             14.3  %
In-park per capita spending                         $      62.62                    64.26          $            (1.64)            (2.6) %
Out-of-park revenues                                $     97,302              $    83,074          $           14,228             17.1  %
Working days                                             1,088                      988                         100             10.1  %



N/M    Not significant because of the nature of the expense line-item.

For the three months ended September 25, 2022, internet revenues totaled $843.1
million in contrast with $753.4 million for the three months ended September 26,
2021. The rise in internet revenues was attributable to prior interval working
restrictions at Canada's Wonderland and a 100 working day enhance within the
present interval leading to a 1.5 million-visit enhance in attendance. In-park
per capita spending for the three months ended September 25, 2022 decreased 2.6%
to $62.62, which was largely because of decrease ranges of visitor spending in
extra-charge merchandise attributable to decrease gross sales quantity and visitor spending in
admissions pushed by a better season cross combine. Out-of-park revenues elevated
$14.2 million largely because of the reopening of Castaway Bay Resort and Sawmill
Creek Resort at Cedar Level following short-term closures for renovations. The
enhance in internet revenues included a $3.2 million unfavorable influence of overseas
foreign money trade charges at our Canadian park.

Working prices and bills for the three months ended September 25, 2022
elevated to $484.7 million from $423.8 million for the three months ended
September 26, 2021. This was the results of a $13.6 million enhance in value of
items bought, a $50.0 million enhance in working bills and a $2.7 million
lower in SG&A expense. Value of products bought as a proportion of
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meals, merchandise and video games income elevated 1.5%. Nearly all of the rise
in working bills was the results of prior interval working restrictions and
the 100 working day enhance within the present interval. Moreover, the rise
in working bills was because of a rise in full-time wages primarily
associated to a deliberate enhance in head depend at choose parks, a rise within the
upkeep labor charge, and incremental land lease and property tax prices
related to the sale-leaseback of the land at California's Nice America.
The lower in SG&A expense was attributable to a lower in accrued bonus
compensation plan expense pushed by firm efficiency expectations offset by
a rise in transaction charges pushed by increased on-line gross sales. The rise in
working prices and bills included a $1.2 million favorable influence of overseas
foreign money trade charges at our Canadian park.

Depreciation and amortization expense for the three months ended September 25,
2022 decreased $9.7 million in contrast with the three months ended September 26,
2021 because of a decrease proportion of complete deliberate working days within the third
quarter of 2022 in contrast with the proportion of complete deliberate working days in
the third quarter of 2021, considerably offset by the discount of the estimated
helpful lives of the long-lived property at California's Nice America following
the sale-leaseback of the land at California's Nice America. We acknowledge
depreciation expense over deliberate working days for almost all of our property.
The loss on impairment / retirement of fastened property for each durations was because of
retirement of property within the regular course of enterprise.

After a $155.3 million acquire on the sale of the land at California's Nice
America in the course of the third quarter of 2022 and the objects above, working earnings
for the three months ended September 25, 2022 totaled $442.2 million in contrast
with $249.8 million for the three months ended September 26, 2021.

Curiosity expense for the three months ended September 25, 2022 decreased $9.2
million primarily because of the redemption of the 2024 senior notes in December
2021. The web impact of our swaps resulted in a profit to earnings of $3.7
million for the three months ended September 25, 2022 in contrast with a $3.2
million profit to earnings for the three months ended September 26, 2021. The
distinction was attributable to the change in honest worth of our swap portfolio.
We terminated our rate of interest swap agreements in the course of the third quarter of 2022
following the total compensation of our senior secured time period mortgage facility ensuing
in a $5.3 million money receipt, internet of charges. As well as, we acknowledged a $1.8
million loss on early debt extinguishment upon full compensation of our senior
secured time period debt facility in the course of the third quarter of 2022. Through the present
interval, we additionally acknowledged a $14.4 million internet cost to earnings for overseas
foreign money good points and losses in contrast with a $15.2 million internet cost for the three
months ended September 26, 2021. The quantities primarily represented the
remeasurement of U.S. greenback denominated debt to the Canadian entity's
useful foreign money.

Through the three months ended September 25, 2022, a provision for taxes of $61.2
million was recorded to account for PTP taxes and federal, state, native and
overseas earnings taxes in contrast with $43.8 million for the three months ended
September 26, 2021. The rise in provision for taxes was primarily
attributable to a rise in pretax earnings from our taxable subsidiaries in
the present interval.

After the objects above, internet earnings for the three months ended September 25, 2022
totaled $333.1 million, or $5.86 per diluted restricted associate unit, in contrast with
$148.0 million, or $2.60 per diluted restricted associate unit, for the three months
ended September 26, 2021.

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Desk of Contents Three months ended September 25, 2022 vs. Three months ended September 29, 2019


As a consequence of continued results of the COVID-19 pandemic on the 2021 interval, we additionally
included a comparability of our present interval outcomes with the three months ended
September 29, 2019. The present three-month interval included 1,088 working days
in contrast with a complete of 1,035 working days for the three interval ended
September 29, 2019. The 53 working day enhance was attributable to a 4 day
calendar shift from 2019 to 2022.

The next desk presents key monetary info for the three months ended September 25, 2022 and September 29, 2019:

                                                               Three months ended                           Enhance (Lower)
                                                                              September 29,
                                                    September 25, 2022             2019                      $                     %
                                                                (Quantities in 1000's, besides per capita and working days)
Internet revenues                                        $    843,063              $   714,512          $          128,551             18.0  %
Working prices and bills                             484,673                  369,180                     115,493             31.3  %
Depreciation and amortization                             67,805                   68,335                        (530)            (0.8) %
Loss on impairment / retirement of fastened
property, internet                                                3,632                    1,675                       1,957                 N/M

Achieve on sale of property                                  (155,251)                       -                    (155,251)                N/M
Working earnings                                    $    442,204              $   275,322          $          166,882             60.6  %

Different Information:

Attendance                                                12,304                   13,189                        (885)            (6.7) %
In-park per capita spending (1)                     $      62.62              $     49.94          $            12.68             25.4  %
Out-of-park revenues (1)                            $     97,302              $    76,347          $           20,955             27.4  %
Working days                                             1,088                    1,035                          53              5.1  %



N/M    Not significant because of the nature of the expense line-item.

(1)  Internet revenues as disclosed inside the statements of operations and
complete earnings (loss) encompass in-park revenues and out-of-park revenues
much less quantities remitted to outdoors events below concessionaire preparations.
In-park per capita spending is calculated as in-park revenues divided by complete
attendance. In-park revenues and concessionaire remittance totaled $658.6
million and $20.5 million, respectively, for the three months ended
September 29, 2019.

For the three months ended September 25, 2022, internet revenues totaled $843.1
million in contrast with $714.5 million for the three months ended September 29,
2019. The rise in internet revenues mirrored the influence of a 25% enhance in
in-park per capita spending to $62.62, and a 27%, or $21.0 million, enhance in
out-of-park revenues. These will increase had been offset by the influence of a 7%, or 0.9
million-visit decline in attendance. The rise in in-park per capita spending
was pushed by increased visitor spending throughout all key income classes,
significantly admissions, meals and beverage and extra-charge spending. The
enhance in meals and beverage and extra-charge spending was pushed by each
elevated pricing and elevated gross sales quantity. The rise in out-of-park
revenues was largely attributable to elevated revenues at our Cedar Level
resort properties and elevated on-line transaction charges charged to clients.
The decline in attendance was pushed by an anticipated slower restoration in group
gross sales attendance, the deliberate discount of low-value ticket packages, and an
total decline in single-day attendance. The rise in internet revenues included
a $1.8 million favorable influence of overseas foreign money trade charges at our
Canadian park.

Working prices and bills for the three months ended September 25, 2022
elevated $115.5 million in contrast with the three months ended September 29,
2019. This was the results of a $14.6 million enhance in value of products bought, a
$95.8 million enhance in working bills and a $5.1 million enhance in SG&A
expense. Value of products bought as a proportion of meals, merchandise and video games
income elevated 0.7%. The rise in working bills was largely
attributable to a major enhance in seasonal labor charge, increased full-time
wages primarily associated to a deliberate enhance in head depend at choose parks,
increased prices for provides, and incremental land lease and property tax prices
related to the sale-leaseback of the land at California's Nice America.
The rise in SG&A expense was primarily because of a rise in transaction
charges, a rise in full-time wages, together with a rise in accrued bonus
compensation plan expense, in addition to a rise in IT-related prices. These
will increase in SG&A expense had been offset by a decline in promoting prices pushed
by a extra environment friendly advertising program. The rise in working prices and
bills included a $0.6 million unfavorable influence of overseas foreign money trade
charges at our Canadian park.

Depreciation and amortization expense for the three months ended September 25,
2022 didn't fluctuate materially in comparison with the three months ended
September 29, 2019. The loss on impairment / retirement of fastened property for the
three months ended September 25, 2022 and September 29, 2019 included
retirements of property within the regular course of enterprise.

After a $155.3 million acquire on the sale of the land at California's Nice
America in the course of the third quarter of 2022 and the objects above, working earnings
for the three months ended September 25, 2022 totaled $442.2 million in contrast
with $275.3 million for the three months ended September 29, 2019.
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Desk of Contents


Curiosity expense for the three months ended September 25, 2022 elevated $9.1
million in contrast with the three months ended September 29, 2019 because of curiosity
incurred on the 2025 senior notes and 2028 senior notes offset partially by the
influence of the redemption of the 2024 senior notes in December 2021 and the
prepayment of time period debt in 2020. The 2025 senior notes and the 2028 senior notes
had been issued to complement liquidity in response to the impacts of the COVID-19
pandemic. The web impact of our swaps resulted in a profit to earnings of $3.7
million for the three months ended September 25, 2022 in contrast with a $3.9
million cost to earnings for the three months ended September 29, 2019. The
distinction was attributable to the change in honest worth of our swap portfolio.
We terminated our rate of interest swap agreements in the course of the third quarter of 2022
following the total compensation of our senior secured time period mortgage facility ensuing
in a $5.3 million money receipt, internet of charges. As well as, we acknowledged a $1.8
million loss on early debt extinguishment upon full compensation of our senior
secured time period debt facility in the course of the third quarter of 2022. Through the present
interval, we additionally acknowledged a $14.4 million internet cost to earnings for overseas
foreign money good points and losses in contrast with a $5.6 million internet cost for the three
months ended September 29, 2019. The quantities primarily represented the
remeasurement of U.S. greenback denominated debt to the Canadian entity's
useful foreign money.

Through the three months ended September 25, 2022, a provision for taxes of $61.2
million was recorded to account for PTP taxes and federal, state, native and
overseas earnings taxes in contrast with $48.8 million for the three months ended
September 29, 2019. The rise in provision for taxes was attributable to an
enhance in pretax earnings from our taxable subsidiaries.

After the objects above, internet earnings for the three months ended September 25, 2022
totaled $333.1 million, or $5.86 per diluted restricted associate unit, in contrast with
$190.0 million, or $3.34 per diluted restricted associate unit, for the three months
ended September 29, 2019.

October Replace

Because of the results of the COVID-19 pandemic, we postponed the opening of our
parks for the 2021 working season to Could 2021. Subsequently, we in contrast the
outcomes for the ten months ended October 30, 2022 to the ten months ended
November 3, 2019. For the ten months ended October 30, 2022, preliminary internet
revenues totaled roughly $1.68 billion and elevated 22%, or $306 million,
in contrast with the ten months ended November 3, 2019. Based mostly on preliminary
outcomes for the ten months ended October 30, 2022, attendance totaled 24.9
million visits, down 4% or 0.9 million visits from 2019, in-park per capita
spending was $61.72, up 27% from 2019, and out-of-park revenues totaled $195
million, up 26% or $40 million from 2019. Working days for the ten month
durations in 2022 and 2019 totaled 2,103 working days and a pair of,028 working days,
respectively. Excluding the Schlitterbahn parks, there have been 13 fewer working
days within the present interval because of a deliberate discount of early-season working
days at a few of our properties.

Internet revenues encompass in-park revenues and out-of-park revenues much less quantities
remitted to outdoors events below concessionaire preparations. In-park per
capita spending is calculated as in-park revenues divided by complete attendance.
Preliminary in-park revenues and concessionaire remittance totaled roughly
$1.53 billion and $50 million, respectively, for the ten months ended October
30, 2022. Within the comparable interval, in-park revenues and concessionaire
remittance totaled roughly $1.26 billion and $40 million, respectively,
for the ten months ended November 3, 2019.

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Adjusted EBITDA

Adjusted EBITDA represents earnings earlier than curiosity, taxes, depreciation,
amortization, different non-cash objects, and changes as outlined in our present
and prior credit score agreements. Administration believes Adjusted EBITDA is a significant
measure of park-level working profitability and we use it for measuring
returns on capital investments, evaluating potential acquisitions, figuring out
awards below incentive compensation plans, and calculating compliance with
sure mortgage covenants. Adjusted EBITDA is broadly utilized by analysts, traders
and comparable firms in our business to judge our working efficiency
on a constant foundation, in addition to extra simply evaluate our outcomes with these of
different firms in our business. Adjusted EBITDA isn't a measurement of
working efficiency computed in accordance with typically accepted accounting
rules ("GAAP") and shouldn't be thought of as an alternative choice to working
earnings, internet earnings or money flows from working actions computed in
accordance with GAAP. This measure is offered as a supplemental measure of our
working outcomes and will not be akin to equally titled measures of
different firms.

The desk under units forth a reconciliation of Adjusted EBITDA to internet earnings
(loss) for the three- and nine-month durations ended September 25, 2022,
September 26, 2021 and September 29, 2019. Because of the results of the COVID-19
pandemic on our 2021 outcomes, we included comparisons to 2019 along with
comparisons to 2021.

                                                                 Three months ended                                           9 months ended
                                                September 25,      

September 26, September 29, September 25, September 26,

    September 29,
(In 1000's)                                      2022                2021                2019                2022                2021                2019
Internet earnings (loss)                               $  333,050          $  147,987          $  189,955          $  295,313          $  (21,299)         $  169,580
Curiosity expense                                    37,049              46,270              27,967             115,386             136,371              71,814
Curiosity earnings                                     (1,562)                (35)               (807)             (2,113)                (66)             (1,121)
Provision for taxes                                 61,151              43,764              48,815              61,374              16,859              43,506
Depreciation and amortization                       67,805              77,461              68,335             126,441             112,906             137,828
EBITDA                                             497,493             315,447             334,265             596,401             244,771             421,607
Loss on early debt extinguishment                    1,810                   -                   -               1,810                   4                   -
Internet impact of swaps                                 (3,700)             (3,186)              3,910             (25,641)            (10,582)             21,068
Non-cash overseas foreign money loss (acquire)               14,369              15,157               5,617              24,217              (1,665)         

(12,528)

Non-cash fairness compensation expense                 3,204               2,903               2,930              15,087              11,910           

8,760

Loss on impairment / retirement of fastened
property, internet                                          3,632               2,397               1,675               6,379               5,873               3,781

Achieve on sale of property                            (155,251)                  -                   -            (155,251)                 (2)               (617)
Acquisition-related prices                                -                   -               6,292                   -                   -               7,238

Different (1)                                              428                 650                 499               1,120               1,157                 782
Adjusted EBITDA                                 $  361,985          $  333,368          $  355,188          $  464,122          $  251,466          $  450,091


(1)  Consists of sure prices as outlined in our present and prior credit score
agreements. This stuff are excluded from the calculation of Adjusted EBITDA and
have included sure authorized bills and severance bills. This stability additionally
contains unrealized good points and losses on short-term investments.

For the three months ended September 25, 2022, Adjusted EBITDA elevated $28.6
million in contrast with the three months ended September 26, 2021. The rise
was primarily because of prior interval working restrictions, a 100 working day
enhance within the present interval, and the associated enchancment in attendance offset
considerably by a rise in bills incurred, significantly for labor and price of
items bought. As in contrast with the three months ended September 29, 2019, Adjusted
EBITDA elevated $6.8 million for the three months ended September 25, 2022.
This enhance was because of increased internet revenues within the present interval attributable
to increased in-park per capita spending and elevated out-of-park revenues, which
had been considerably offset by elevated prices within the present interval, significantly
labor prices.

For the 9 months ended September 25, 2022, Adjusted EBITDA elevated $212.7
million in contrast with the 9 months ended September 26, 2021. The rise was
primarily because of a 545 working day enhance within the present interval and the
associated enchancment in attendance and out-of-park revenues offset considerably by an
enhance in bills incurred, significantly for labor and price of products bought. As
in contrast with the 9 months ended September 29, 2019, Adjusted EBITDA
elevated $14.0 million for the 9 months ended September 25, 2022. This
enhance in Adjusted EBITDA was because of increased internet revenues within the present interval
attributable to increased in-park per capita spending, elevated out-of-park
revenues and the inclusion of the Schlitterbahn parks, which had been considerably
offset by elevated prices within the present interval, significantly labor prices.

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Liquidity and Capital Assets:

Our principal sources of liquidity embody money from working actions,
funding from our long-term debt obligations and present money readily available. As a consequence of
the seasonality of our enterprise, we sometimes fund pre-opening operations with
revolving credit score borrowings. Revolving credit score borrowings are sometimes decreased
with our optimistic money move in the course of the seasonal working interval. Our main
makes use of of liquidity embody working bills, partnership distributions, capital
expenditures, curiosity funds, earnings tax obligations, and just lately, restricted
partnership unit repurchases.

We have now funded and anticipate to fund our remaining 2022 liquidity wants with money
from working actions and borrowings from our revolving credit score facility. As
of September 25, 2022, we had money readily available of $288.4 million and $280.1 million
of availability below our revolving credit score facility. Based mostly on this stage of
liquidity, we concluded that we'll have ample liquidity to fulfill our
obligations at the least via the fourth quarter of 2023. As a consequence of restricted open
operations in early 2021 and in response to the destructive results of the COVID-19
pandemic, our first quarter 2021 liquidity wants had been funded from money readily available
from senior notes issued in 2020. We started producing optimistic money flows from
operations in the course of the second quarter of 2021.

Administration has been centered on driving worthwhile and sustainable progress within the
enterprise, decreasing the Partnership's excellent debt, reinstating the quarterly
partnership distribution, and accelerating the return of capital to our
unitholders.

-We anticipate to take a position between $170 million and $180 million in complete capital
expenditures for the 2022 working season, which incorporates the completion of two
resort renovation initiatives, investments to broaden our park choices and develop
new income facilities, and know-how enhancements, akin to cashless parks,
touch-free transactions and labor administration instruments.
-On June 27, 2022, the Partnership bought the land at California's Nice America
for a money buy worth of $310 million, topic to customary prorations, see
  Be aware 4  .
-We have now made progress in the direction of our purpose of decreasing our excellent debt. In
December 2021, we redeemed $450 million of 5.375% senior unsecured notes due
2024 ("2024 senior notes"). As well as, we repaid the remaining excellent
principal quantity on our senior secured time period mortgage facility in 2022 ($264.3
million), finishing the total compensation of the time period mortgage in the course of the third
quarter of 2022.
-We paid our first partnership distribution since March 2020 of $0.30 per
restricted associate unit, which was paid on September 15, 2022. On November 2, 2022,
we introduced that our Board declared an extra partnership distribution of
$0.30 per restricted associate unit, which will probably be payable on December 15, 2022 to
unitholders of report on December 1, 2022.
-Lastly, on August 3, 2022, we introduced that our Board of Administrators accepted a
unit repurchase plan authorizing the Partnership to repurchase items for an
combination buy worth of no more than $250 million, see   Be aware 11  . There
had been 1.5 million restricted partnership items repurchased in the course of the 9 months
ended September 25, 2022 at a median worth of $43.30 per restricted associate unit
for an combination quantity of $66.0 million. There was $184.0 million of remaining
availability below the repurchase program as of September 25, 2022. By way of
October 31, 2022, there have been 2.8 million restricted partnership items repurchased
for an combination quantity of $115.5 million.

We anticipate between $145 million and $150 million in annual money curiosity for
2022 of which 75% of the funds happen within the second and fourth quarters. In
the second quarter of 2022, we obtained $77.1 million in tax refunds
attributable to the tax 12 months 2020 internet working loss being carried again to prior
years in the US. We obtained $11.1 million in tax refunds
attributable to internet working losses being carried again to prior years in Canada
in the course of the first quarter of 2022. In 2022, we anticipate money funds for
earnings taxes to vary from $40 million to $50 million, unique of those tax
refunds.

As of September 25, 2022, deferred income totaled $187.7 million, together with
non-current deferred income. This represented a lower of $22.8 million
in contrast with complete deferred income as of September 26, 2021. The lower in
complete deferred income was largely attributable to roughly $30 million of
2020 and 2021 season-long product extensions at Knott's Berry Farm and Canada's
Wonderland in 2021 into the 2022 working season. Excluding the prior interval
deferred income related to product extensions, deferred income elevated
4% as of September 25, 2022 in contrast with deferred income as of September 26,
2021. Just about all 2022 season-long merchandise will probably be acknowledged by December 31,
2022.

Working Actions

Internet money from working actions for the primary 9 months of 2022 totaled
$412.4 million, a rise of $182.3 million in contrast with the identical interval in
the prior 12 months. The rise in internet money from working actions was primarily
attributable to the delayed opening of our parks within the prior interval to Could 2021
leading to much less money generated within the first 9 months of 2021.

Investing Actions


Internet money from investing actions for the primary 9 months of 2022 totaled
$172.0 million in contrast with $38.1 million of internet money for investing actions
in the identical interval within the prior 12 months. The variance in internet money from (for)
investing actions was because of the present interval sale of the land at
California's Nice America and the prior interval deliberate discount in capital
spending to retain liquidity following the impacts of the COVID-19 pandemic.
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Financing Actions


Internet money for financing actions for the primary 9 months of 2022 totaled
$352.4 million, a rise of $346.3 million in contrast with the identical interval in
the prior 12 months. The rise was attributable to $264.3 million of time period debt
funds within the present interval to completely repay the remaining excellent stability
on our time period debt facility, in addition to repurchases of restricted partnership items
and a $0.30 per unit partnership distribution, each of which occurred in the course of the
third quarter of 2022.

Contractual Obligations

As of September 25, 2022, our main contractual obligations consisted of excellent long-term debt agreements. Earlier than discount for debt issuance prices and authentic problem low cost, our long-term debt agreements consisted of the following:


•$1.0 billion of 5.500% senior secured notes, maturing in Could 2025, issued at
par. The 2025 senior notes and the associated ensures are secured by
first-priority liens on the issuers' and the guarantors' property that safe all
the obligations below our credit score amenities. The 2025 senior notes could also be
redeemed, in entire or partially, at numerous costs relying on the date redeemed.
The 2025 senior notes pay curiosity semi-annually in Could and November.

•$500 million of 5.375% senior unsecured notes, maturing in April 2027, issued
at par. The 2027 senior notes could also be redeemed, in entire or partially, at numerous
costs relying on the date redeemed. The 2027 senior notes pay curiosity
semi-annually in April and October.

•$300 million of 6.500% senior unsecured notes, maturing in October 2028, issued
at par. Previous to October 1, 2023, as much as 35% of the 2028 senior notes could also be
redeemed with the online money proceeds of sure fairness choices at a worth equal
to 106.500% of the principal quantity thereof, along with accrued and unpaid
curiosity and extra curiosity, if any. The 2028 senior notes could also be redeemed,
in entire or partially, at any time previous to October 1, 2023 at a worth equal to
100% of the principal quantity of the notes redeemed plus a "make-whole" premium
along with accrued and unpaid curiosity and extra curiosity, if any, to
the redemption date. Thereafter, the 2028 senior notes could also be redeemed, in entire
or partially, at numerous costs relying on the date redeemed. The 2028 senior
notes pay curiosity semi-annually in April and October.

•$500 million of 5.250% senior unsecured notes, maturing in July 2029, issued at
par. The 2029 senior notes could also be redeemed, in entire or partially, at any time
previous to July 15, 2024 at a worth equal to 100% of the principal quantity of the
notes redeemed plus a "make-whole" premium along with accrued and unpaid
curiosity and extra curiosity, if any, to the redemption date. Thereafter,
the 2029 senior notes could also be redeemed, in entire or partially, at numerous costs
relying on the date redeemed. The 2029 senior notes pay curiosity semi-annually
in January and July.

•No borrowings below the $300 million senior secured revolving credit score facility
below our present credit score settlement with a Canadian sub-limit of $15 million. The
revolving credit score facility bears curiosity at LIBOR plus 350 bps or Canadian
Greenback Provided Price ("CDOR") plus 250 bps and requires the fee of a 62.5 bps
dedication charge each year on the unused portion of the credit score amenities. The
revolving credit score facility is scheduled to mature in December 2023. The credit score
settlement offers for the issuance of documentary and standby letters of
credit score. After letters of credit score, which totaled $19.9 million as of September 25,
2022, we had $280.1 million of availability below the revolving credit score facility.
Our letters of credit score are primarily in place to backstop insurance coverage preparations.

On December 17, 2021, we redeemed $450 million of 5.375% senior unsecured notes,
which in any other case would have matured in June 2024, at a redemption worth equal to
100.896% of the principal quantity plus accrued and unpaid curiosity. We repaid the
remaining excellent stability on our senior secured time period mortgage facility in 2022
($264.3 million in principal quantity), finishing the total compensation of the time period
mortgage in the course of the third quarter of 2022. Subsequently, we additionally terminated our
rate of interest swap agreements.

The 2017 Credit score Settlement, as amended, features a Senior Secured Leverage Ratio
of 4.50x Whole First Lien Senior Secured Debt-to-Consolidated EBITDA, which can
step right down to 4.00x within the second quarter of 2023 and which can step down
additional to three.75x within the third quarter of 2023. The 2017 Credit score Settlement, as
amended, included an Further Restrictions Interval to offer additional covenant
aid in the course of the COVID-19 pandemic. We terminated the Further Restrictions
Interval in the course of the first quarter of 2022 by attaining compliance with the Senior
Secured Leverage Ratio covenant as of the top of the fourth quarter of 2021. We
had been in compliance with the relevant monetary covenants below our credit score
settlement in the course of the 9 months ended September 25, 2022.

Our fastened charge word agreements embody Restricted Cost provisions, which
might restrict our capacity to pay partnership distributions. Pursuant to the phrases
of the indenture governing the 2027 senior notes, which incorporates essentially the most
restrictive of those Restricted Funds provisions below our fastened charge word
agreements, if our professional forma Whole-Indebtedness-to-Consolidated-Money-Movement Ratio
is bigger than 5.25x, we are able to nonetheless make Restricted Funds of $100 million
yearly as long as no default or occasion of default has occurred and is
persevering with. If our professional forma Whole-Indebtedness-to-Consolidated-Money-Movement Ratio
is lower than or equal to five.25x, we are able to make Restricted Funds as much as our
Restricted Cost pool. Our professional forma
Whole-Indebtedness-to-Consolidated-Money-Movement Ratio was lower than 5.25x as of
September 25, 2022.

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Desk of Contents Monetary and Non-Monetary Disclosure About Issuers and Guarantors of our Registered Senior Notes


As mentioned inside the Lengthy-Time period Debt footnote at   Be aware 6  , we had 4
tranches of fastened charge senior notes excellent at September 25, 2022: the 2025,
2027, 2028 and 2029 senior notes. The 2024 senior notes had been totally redeemed on
December 17, 2021. The 2024, 2027, 2028 and 2029 senior notes had been registered
below the Securities Act of 1933. The 2025 senior notes had been bought in a personal
placement in reliance on exemptions from registration below the Securities Act
of 1933. Cedar Honest, L.P., Canada's Wonderland Firm ("Cedar Canada"), and
Magnum Administration Company ("Magnum") had been the co-issuers of the 2024 senior
notes. Cedar Honest, L.P., Cedar Canada, Magnum, and Millennium Operations LLC
("Millennium") are the co-issuers of the 2027, 2028 and 2029 senior notes. Our
senior notes have been irrevocably and unconditionally assured, on a joint
and a number of other foundation, by every wholly owned subsidiary of Cedar Honest (apart from the
co-issuers) that ensures our credit score amenities below our credit score settlement. A
full itemizing of the issuers and guarantors of our registered senior notes might be
discovered inside Exhibit 22, and extra info with respect to our
registered senior notes and the associated ensures follows.

The 2027, 2028 and 2029 senior notes every rank equally in proper of fee with
all of every issuer's present and future senior unsecured debt, together with the
different registered senior notes. Nonetheless, the 2027, 2028 and 2029 senior notes
rank successfully junior to our secured debt below the 2017 Credit score Settlement, as
amended, and the 2025 senior notes to the extent of the worth of the property
securing such debt.

Within the occasion that the co-issuers (aside from Cedar Honest, L.P.) or any subsidiary
guarantor is launched from its obligations below our senior secured credit score
amenities (or the 2017 Credit score Settlement, as amended), such entity may also be
launched from its obligations below the registered senior notes. As well as,
the co-issuers (aside from Cedar Honest, L.P.) or any subsidiary guarantor might be
launched from its obligations below the 2027, 2028 and 2029 senior notes below
the next circumstances, assuming the related transactions are in
compliance with the relevant provisions of the indentures governing the 2027,
2028 and 2029 senior notes: i) any direct or oblique sale, conveyance or different
disposition of the capital inventory of such entity following which the entity
ceases to be a direct or oblique subsidiary of Cedar Honest or a sale or
disposition of all or considerably the entire property of such entity; ii) if
such entity is dissolved or liquidated; iii) if we designate such entity as an
Unrestricted Subsidiary; iv) upon switch of such entity in a qualifying
transaction if following such switch the entity ceases to be a direct or
oblique Restricted Subsidiary of Cedar Honest or is a Restricted Subsidiary that
isn't a guarantor below any credit score facility; or v) within the case of the
subsidiary guarantors, upon a discharge of the indenture or upon any authorized
defeasance or covenant defeasance of the indenture.

The obligations of every guarantor are restricted to the extent mandatory to forestall
such assure from constituting a fraudulent conveyance or fraudulent switch
below relevant legislation. This provision could not, nevertheless, defend a assure from
being voided below fraudulent switch legislation, or could scale back the relevant
guarantor's obligation to an quantity that successfully makes its assure
nugatory. If a assure had been rendered voidable, it may very well be subordinated by a
court docket to all different indebtedness of the guarantor, and relying on the quantity of
such indebtedness, might scale back the assure to zero. Every guarantor that makes
a fee or distribution below a assure is entitled to a professional rata
contribution from one another guarantor primarily based on the respective internet property of the
guarantors.

The next tables present summarized monetary info for every of our
co-issuers and guarantors of the 2024, 2027, 2028 and 2029 senior notes (the
"Obligor Group"). We offered every entity that's or was a co-issuer of any
collection of the registered senior notes individually. The subsidiaries that
assure the 2027, 2028 and 2029 senior notes are offered on a mixed foundation
with intercompany balances and transactions between entities in such guarantor
subsidiary group eradicated. Intercompany balances and transactions between the
co-issuers and guarantor subsidiaries haven't been eradicated. The subsidiaries
that assured the 2024 senior notes included the guarantor subsidiary group,
in addition to Millennium. Millennium is a co-issuer below the 2027, 2028 and 2029
senior notes and was a guarantor below the 2024 senior notes. Sure
subsidiaries of Cedar Honest didn't assure our credit score amenities or senior
notes because the property and outcomes of operations of those subsidiaries had been
immaterial (the "non-guarantor" subsidiaries). The summarized monetary
info excludes outcomes of the non-guarantor subsidiaries and doesn't
replicate investments of the Obligor Group within the non-guarantor subsidiaries. The
Obligor Group's quantities due from, quantities because of, and transactions with the
non-guarantor subsidiaries haven't been eradicated and included intercompany
receivables from non-guarantors of $14.1 million and $14.0 million as of
September 25, 2022 and December 31, 2021, respectively.

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  Desk of Contents
Summarized Monetary
Info                                                                                               Millennium
                                                                                                          (Co-Issuer
                                                               Magnum              Cedar Canada          2027, 2028 &
                                      Cedar Honest,            (Co-Issuer             (Co-Issuer               2029                Guarantor
(In 1000's)                       L.P. (Guardian)          Subsidiary)    

Subsidiary) Guarantor 2024) Subsidiaries (1) Steadiness as of September 25, 2022

Present Property                      $      1,323          $       3,048          $     102,682          $    691,055          $   1,341,392

Non-Present Property                        (2,259)             1,691,194                554,936             2,177,024              1,880,500

Present Liabilities                      318,388              1,213,354                275,965               246,304                 93,475

Non-Present Liabilities                  147,708                  1,188                 22,369             2,136,487                169,309

Steadiness as of December 31, 2021

Present Property                      $        517          $      97,221          $      96,042          $    572,865          $   1,187,211

Non-Present Property                      (138,126)             1,647,952                540,332             2,368,737              2,145,307

Present Liabilities                      410,779              1,331,130                 29,050               227,483                 58,949

Non-Present Liabilities                  147,021                 21,274                 24,043             2,385,100                 97,803

9 Months Ended September 25, 2022

Internet revenues                      $ 189,961      $ 419,860      $ 149,071      $ 1,765,862      $ 239,359

Working earnings (loss)             187,651        (76,129)        71,618           93,617        194,269

Internet earnings                          295,989        138,093         53,495                -        189,063

Twelve Months Ended December 31, 2021


Internet revenues                      $  35,908      $ 363,340      $  75,353   

$ 1,449,022 $ 344,778


Working earnings (loss)              31,808       (156,079)        12,545          136,844        124,405

Internet (loss) earnings                   (46,741)       (34,647)         1,967                -         62,586



(1)  With respect to the 2024 senior notes, if the monetary info
offered for Millennium was mixed with that of the opposite guarantor
subsidiaries which have been offered on a mixed foundation, the next
further intercompany balances and transactions between Millennium and such
different guarantor entities can be eradicated: Present Property and Present
Liabilities - $13.6 million as of September 25, 2022 and $13.4 million as of
December 31, 2021; Non-Present Property - $2,062.7 million as of September 25,
2022 and $2,254.9 million as of December 31, 2021; and Internet revenues - $18.9
million as of September 25, 2022 and $126.6 million as of December 31, 2021.
Mixed quantities for all guarantors of the 2024 senior notes for all different line
objects inside the desk can be computed by including the quantities within the Millennium
and Guarantor Subsidiaries columns.

Ahead Wanting Statements


Among the statements contained on this report (together with the "Administration's
Dialogue and Evaluation of Monetary Situation and Outcomes of Operations"
part) that aren't historic in nature are forward-looking statements inside
the which means of Part 27A of the Securities Act of 1933 and Part 21E of the
Securities Alternate Act of 1934, together with statements as to our expectations,
beliefs, objectives and methods relating to the long run. These forward-looking
statements could contain dangers and uncertainties which are tough to foretell,
could also be past our management and will trigger precise outcomes to vary materially
from these described in such statements. Though we consider that the
expectations mirrored in such forward-looking statements are cheap, we are able to
give no assurance that such expectations will show to be appropriate or that our
progress methods will obtain the focused outcomes. Essential elements,
together with the impacts of the COVID-19 pandemic, basic financial situations,
opposed climate situations, competitors for shopper leisure time and spending,
unanticipated building delays, modifications in our capital funding plans and
initiatives and different elements we focus on every so often in our studies filed
with the Securities and Alternate Fee (the "SEC") might adversely have an effect on
our future monetary efficiency and our progress methods and will trigger
precise outcomes to vary materially from our expectations or in any other case to
fluctuate or lower. Further info on danger elements which will have an effect on
our enterprise and monetary outcomes might be present in our Annual Report on Kind
10-Ok and within the filings we make every so often with the SEC, together with this
Kind 10-Q. We don't undertake any obligation to publicly replace or revise any
forward-looking statements to replicate future occasions, info or
circumstances that come up after the submitting date of this doc.

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Desk of Contents

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