Interest Rate Swaps

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Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the three-month periods ended ~~September 29, 2013~~March 30, 2014 and ~~September 30, 2012~~March 31, 2013:


(In thousands)	Amount of Gain (Loss) Recognized in Accumulated OCI on Derivatives (Effective Portion)					Amount and Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)						Amount and Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion)					Amount of Gain (Loss) Recognized in Accumulated OCI on Derivatives (Effective Portion)					Amount and Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)						Amount and Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion)
Derivatives designated as Cash Flow Hedging Relationships	Three months ended			Three months ended			Three months ended		Three months ended				Three months ended		Three months ended		Three months ended			Three months ended			Three months ended		Three months ended				Three months ended		Three months ended
	9/29/13			9/30/12			9/29/13		9/30/12				9/29/13		9/30/12		3/30/14			3/31/13			3/30/14		3/31/13				3/30/14		3/31/13
Interest rate swaps	$	(5,483	)	$	438	Interest Expense	$	—	$	(2,990	)	Net effect of swaps	$	—	$	—	$	(2,742	)	$	2,266	Interest Expense	$	—	$	(2,797	)	Net effect of swaps	$	—	$	435

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(In thousands)	Amount and Location of Gain (Loss) Recognized in Income on Derivative					Amount and Location of Gain (Loss) Recognized in Income on Derivative
Derivatives not designated as Cash Flow Hedging Relationships		Three months ended		Three months ended			Three months ended		Three months ended
		9/29/13		9/30/12			3/30/14		3/31/13
Interest rate swaps ⁽¹⁾	Net effect of swaps	609		—		Net effect of swaps	1,617		(1,471		)
		$	609	$	—		$	1,617	$	(1,471	)


~~(1)~~	~~The May 2011 interest rate swaps were de-designated in March 2013. The Combination Swaps were de-designated in July 2013.~~

During the quarter ended ~~September 29, 2013~~March 30, 2014, in addition to gains of $~~0.6~~1.6 million recognized in income on the derivatives not designated as cash flow hedges (as noted in the tables above), $2.0 million of expense representing the regular amortization of amounts in AOCI was recorded in the condensed consolidated statements of operations for the quarter. The effect of these amounts resulted in a charge to earnings of $~~1.4~~0.4 million recorded in “Net effect of swaps.”

For the three-month period ended ~~September 30, 2012~~, ~~$0.2 million~~ of income representing the amortization of amounts in AOCI was recorded in “Net effect of swaps” in the condensed consolidated statements of operations. The effect of this amortization resulted in a benefit to earnings of ~~$0.2 million~~ ~~recorded in “Net effect of swaps.”~~

~~Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the nine-month periods ended~~ ~~September 29, 2013~~ ~~and~~ ~~September 30, 2012~~:

(In thousands) Amount of Gain (Loss) Recognized in Accumulated OCI on Derivatives (Effective Portion)
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)

Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
Nine months ended Nine months ended Nine months ended Nine months ended Nine months ended Nine months ended
9/29/13 9/30/12 9/29/13 9/30/12 9/29/13 9/30/12
Interest rate swaps $ (3,217 ) $ (2,308 ) Interest Expense $ (2,797 ) $ (9,004 ) Net effect of swaps $ 3,703
$ —

(In thousands)
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow
Hedging Relationships
Nine months ended Nine months ended
9/29/13 9/30/12
Cross-currency swaps⁽¹⁾
Net effect of swaps $ —
$ (4,999 )
Foreign currency swaps
Net effect of swaps —
6,278
Interest rate swaps ⁽²⁾
Net effect of swaps 130
—
$ 130
$ 1,279


~~(1)~~	~~The cross-currency swaps became ineffective and were de-designated in August 2009.~~


~~(2)~~	~~The May 2011 interest rate swaps were de-designated in March 2013. The Combination Swaps were de-designated in July 2013.~~

~~During the nine-month period ended~~ ~~September 29,~~March 31, 2013, in addition to the ~~$3.7 million~~$435 thousand gain recognized in income on the ineffective portion of derivatives and ~~$0.1~~$1.5 million ~~gain~~ loss recognized in income on the derivatives not designated as cash flow hedges (as noted in the tables above), ~~$7.8~~$7.8 million of expense related to the write off of OCI balances on our May 2011 swaps and $~~4.3 million~~330 thousand of expense representing the ~~regular~~ amortization of amounts in AOCI was recorded in the condensed consolidated statements of ~~operations for the period.~~operations. The effect of these amounts resulted in a charge to earnings of $~~8.3~~9.2 million recorded in “Net effect of swaps.”

~~For the nine-month period ended~~ ~~September 30, 2012, in addition to the~~ ~~$1.3 million~~ ~~gain recognized in income on the ineffective portion of derivatives noted in the tables above,~~ ~~$0.2 million~~ ~~of expense representing the amortization of amounts in AOCI for the swaps and~~ ~~$0.2 million~~ ~~of foreign currency gain in the period related to the U.S. dollar denominated Canadian term loan were~~

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~~recorded in “Net effect of swaps” in the condensed consolidated statements of operations. The net effect of these amounts resulted in a benefit to earnings of~~ ~~$1.3 million~~ ~~recorded in “Net effect of swaps.”~~

Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the twelve-month periods ended ~~September 29, 2013~~March 30, 2014 and ~~September 30, 2012~~March 31, 2013:


(In thousands)	Amount of Gain (Loss) Recognized in Accumulated OCI on Derivatives (Effective Portion)						Amount and Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)							Amount and Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion)					Amount of Gain (Loss) Recognized in Accumulated OCI on Derivatives (Effective Portion)					Amount and Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)							Amount and Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion)
Derivatives designated as Cash Flow Hedging Relationships	Twelve months ended			Twelve months ended				Twelve months ended			Twelve months ended				Twelve months ended		Twelve months ended		Twelve months ended			Twelve months ended			Twelve months ended			Twelve months ended				Twelve months ended		Twelve months ended
	9/29/13			9/30/12				9/29/13			9/30/12				9/29/13		9/30/12		3/30/14			3/31/13			3/30/14			3/31/13				3/30/14		3/31/13
Interest rate swaps	$	(769	)	$	(873	)	Interest Expense	$	(5,820	)	$	(12,027	)	Net effect of swaps	$	3,703	$	4,797	$	(6,658	)	$	2,286	Interest Expense	$	(2,797	)	$	(12,031	)	Net effect of swaps	$	3,268	$	435

(In thousands)
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow Hedging
Relationships
Twelve months ended Twelve months ended
9/29/13 9/30/12
Cross-currency swaps ⁽¹⁾
Net effect of swaps —
(4,483 )
Foreign currency swaps Net effect of swaps —
10,129
Interest rate swaps ⁽²⁾
Net effect of swaps $ 130
$ —
$ 130
$ 5,646



(In thousands)	Amount and Location of Gain (Loss) Recognized in Income on Derivative
Derivatives not designated as Cash Flow Hedging Relationships		Twelve months ended		Twelve months ended
		3/30/14		3/31/13
Interest rate swaps	Net effect of swaps	6,635		(1,471		)
		$	6,635	$	(1,471	)


~~(1)~~	~~The cross-currency swaps became ineffective and were de-designated in August 2009.~~


~~(2)~~	~~The May 2011 interest rate swaps were de-designated in March 2013. The Combination Swaps were de-designated in July 2013.~~

In addition to the $~~3.7~~3.3 million gain recognized in income on the ineffective portion of derivatives and $~~0.1~~6.6 million gain recognized in income on ~~the ineffective portion of~~ derivatives not designated as cash flow hedges (as noted in the tables above), $~~7.8 million~~ ~~of expense related to the write off of OCI balances on our May 2011 swaps and~~ ~~$4.1~~7.9 million of expense representing the amortization of amounts in AOCI for the swaps was recorded during the trailing twelve months ended ~~September 29, 2013~~ ~~in the condensed consolidated statements of operations. The net effect of these amounts resulted in a charge to earnings for the trailing twelve month period of~~ ~~$8.1 million~~ ~~recorded in “Net effect of swaps.”~~

~~For the twelve-month period ending~~ ~~September~~March 30, ~~2012, in addition to the~~ ~~$4.8 million~~ ~~gain recognized in income on the ineffective portion of derivatives designated as derivatives and~~ ~~$5.6 million~~ ~~of gain recognized in income on the ineffective portion of derivatives not designated as derivatives noted in the tables above,~~ ~~$0.1 million~~ ~~of income representing the amortization of amounts in AOCI for the swaps and a~~ ~~$0.4 million~~ ~~foreign currency gain in the twelve month period related to the U.S. dollar denominated Canadian term loan was recorded during the trailing twelve months ended~~ ~~September 30, 2012~~2014 in the condensed consolidated statements of operations. The net effect of these amounts resulted in a benefit to earnings for the trailing twelve month period of $~~10.9~~2.0 million recorded in “Net effect of swaps.”

For the twelve-month period ending March 31, 2013, in addition to the $435 thousand gain recognized in income on the ineffective portion of designated derivatives and $1.5 million of loss recognized in income on the derivatives not designated as cash flow hedges as noted in the tables above, $7.8 million of expense related to the write off of OCI balances on our May 2011 swaps and $192 thousand of income representing the amortization of amounts in AOCI for the swaps was recorded during the trailing twelve months ended March 31, 2013 in the condensed consolidated statements of operations. The net effect of these amounts resulted in expense for the trailing twelve month period of $8.7 million recorded in “Net effect of swaps.”

(7) Fair Value Measurements:

The FASB Accounting Standards Codification (ASC) relating to fair value measurements emphasizes that fair value is a market-based measurement that should be determined based on assumptions (inputs) that market participants would use in pricing an asset or liability. Inputs may be observable or unobservable, and valuation techniques used to measure fair value should maximize the use of relevant observable inputs and minimize the use of unobservable inputs. Accordingly, the FASB’s ASC establishes a hierarchal disclosure framework that ranks the quality and reliability of information used to determine fair values. The hierarchy is associated with the level of pricing observability utilized in measuring fair value and defines three levels of inputs to the fair value measurement process—quoted prices are the most reliable valuation inputs, whereas model values that include inputs based on unobservable data are the least reliable. Each fair value measurement must be assigned to a level corresponding to the lowest level input that is significant to the fair value measurement in its entirety.

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The three broad levels of inputs defined by the fair value hierarchy are as follows:

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

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A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The table below presents the balances of assets and liabilities measured at fair value as of ~~September 29, 2013~~March 30, 2014, December 31, ~~2012,~~2013, and ~~September 30, 2012~~March 31, 2013 on a recurring basis:


	Total			Level 1		Level 2			Level 3		Total			Level 1		Level 2			Level 3
September 29, 2013
March 30, 2014
(In thousands)
Interest rate swap agreements⁽¹⁾	$	(5,483	)	$	—	$	(5,483	)	$	—	$	(6,657	)	$	—	$	(6,657	)	$	—
Interest rate swap agreements⁽²⁾	(26,163		)	—		(26,163		)	—		(21,132		)	—		(21,132		)	—
Net derivative liability	$	(31,646	)	$	—	$	(31,646	)	$	—	$	(27,789	)	$	—	$	(27,789	)	$	—

December 31, 2012
December 31, 2013
Interest rate swap agreements⁽¹⁾	$	(32,260	)	$	—	$	(32,260	)	$	—	$	(3,916	)	$	—	$	(3,916	)	$	—
Interest rate swap agreements ⁽²⁾											$	(22,746	)	$	—	$	(22,746	)	$	—
Net derivative liability	$	(32,260	)	$	—	$	(32,260	)	$	—	$	(26,662	)	$	—	$	(26,662	)	$	—

September 30, 2012
March 31, 2013
Interest rate swap agreements ⁽¹⁾	$	(34,708	)	$	—	$	(34,708	)	$	—	$	(23,388	)	$	—	$	(23,388	)	$	—
Interest rate swap agreements ⁽²⁾											$	(7,643	)	$	—	$	(7,643	)	$	—
Net derivative liability	$	(34,708	)	$	—	$	(34,708	)	$	—	$	(31,031	)	$	—	$	(31,031	)	$	—


(1)	Designated as cash flow hedges and are included in “Derivative Liability” on the Unaudited Condensed Consolidated Balance Sheet


(2)	Not designated as cash flow hedges and are included in "Derivative Liability" on the Unaudited Condensed Consolidated Balance Sheet

Fair values of the interest rate swap agreements are determined using significant inputs, including the LIBOR forward curves, that are considered Level 2 observable market inputs. In addition, the Partnership considered the effect of its credit and non-performance risk on the fair values provided, and recognized an adjustment decreasing the net derivative liability by approximately $~~0.9~~0.6 million as of ~~September 29, 2013~~March 30, 2014.

The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximates fair value because of the short maturity of these instruments.

There were no assets measured at fair value on a non-recurring basis at ~~September 29, 2013~~March 30, 2014 or ~~September 30, 2012~~March 31, 2013, except for as described below.

At the end of the third quarter in 2012, the Partnership concluded based on operating results, as well as updated forecasts, and changes in market conditions, that a review of the carrying value of long-lived assets at Wildwater Kingdom was warranted. After performing its review, the Partnership determined that a portion of the park's fixed assets were impaired. Based on Level 3 unobservable valuation assumptions and other market inputs, the assets were marked to a fair value of $19.8 million, resulting in an impairment charge of $25.0 million ~~during the quarter.~~.

The fair value of term debt at ~~September 29, 2013~~March 30, 2014 was approximately $~~627.6~~618.9 million based on borrowing rates currently available to the Partnership on long-term debt with similar terms and average maturities. The fair value of the Partnership's notes at ~~September 29, 2013~~March 30, 2014 was approximately $~~922.0~~938.6 million based on public trading levels as of that date. The fair value of the term debt was based on Level 2 inputs and the notes were based on Level 1 inputs.

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(8) Earnings per Unit:

Net income per limited partner unit is calculated based on the following unit amounts:


	Three months ended				Nine months ended				Twelve months ended				Three months ended						Twelve months ended
	9/29/2013		9/30/2012		9/29/2013		9/30/2012		9/29/2013		9/30/2012		3/30/2014			3/31/2013			3/30/2014		3/31/2013
	(In thousands except per unit amounts)												(In thousands except per unit amounts)
Basic weighted average units outstanding	55,485		55,611		55,472		55,473		55,460		55,440		55,500			55,854			55,531		55,694
Effect of dilutive units:
Unit options and restricted unit awards	189		45		146		42		120		31		—			—			209		63
Phantom units	189		336		185		333		224		416		—			—			170		299
Diluted weighted average units outstanding	55,863		55,992		55,803		55,848		55,804		55,887		55,500			55,854			55,910		56,056
Net income per unit - basic	$	3.43	$	2.54	$	2.32	$	2.02	$	2.13	$	1.91	$	(1.51	)	$	(1.95	)	$	2.41	$	1.04
Net income per unit - diluted	$	3.41	$	2.52	$	2.31	$	2.01	$	2.12	$	1.89	$	(1.51	)	$	(1.95	)	$	2.39	$	1.04

The effect of out-of-the-money and/or antidilutive unit options on the three ~~nine~~ and twelve months ended ~~September 29,~~March 30, 2014 and March 31, 2013, respectively, had they not been out of the money or antidilutive, would have been ~~zero~~, ~~7,000, and~~ ~~4,000~~ ~~units, respectively. The effect of out-of-the-money and/or antidilutive unit options on the~~ ~~three, nine and twelve~~ ~~months ended~~ ~~September 30, 2012, had they not been out of the money or antidilutive, would have been~~ ~~66,000~~, ~~34,000~~ ~~and~~ ~~36,000~~ ~~units, respectively.~~immaterial in all periods presented.

(9) Income and Partnership Taxes:

Under the applicable accounting rules, income taxes are recognized for the amount of taxes payable by the Partnership’s corporate subsidiaries for the current year and for the impact of deferred tax assets and liabilities, which represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes. The income tax provision (benefit) for interim periods is determined by applying an estimated annual effective tax rate to the quarterly income (loss) of the Partnership’s corporate subsidiaries. In addition to income taxes on its corporate subsidiaries, the Partnership pays a publicly traded partnership tax (PTP tax) on partnership-level gross income (net revenues less cost of food, merchandise and games). As such, the Partnership’s total provision (benefit) for taxes includes amounts for both the PTP tax and for income taxes on its corporate subsidiaries.

As of the ~~third~~first quarter of ~~2013~~2014 the Partnership has recorded $1.1 million of unrecognized tax benefits including interest and/or penalties related to state and local tax filing positions. The Partnership recognizes interest and/or penalties related to unrecognized tax benefits in the income tax provision. The Partnership does not anticipate that the balance of the unrecognized tax benefit will change significantly over the next 12 months.

(10) Contingencies:

The Partnership is a party to a number of lawsuits arising in the normal course of business. In the opinion of management, none of these matters is expected to have a material effect in the aggregate on the Partnership's financial statements.

~~(11) Restatement:~~

~~The Partnership has made the following correction relating to its use of the composite depreciation method.~~

This correction, which impacts the Balance Sheet at September 30, 2012 and the Statement of Operations and Other Comprehensive Income for the three-, nine-, and twelve-month periods ended September 30, 2012, reflects a subsequent determination that a disposition from the Partnership's composite group of assets was considered to be unusual. In certain situations under the composite method, disposals are considered unusual and, accordingly, losses are not included in the composite depreciation pool but are rather charged immediately to expense. In 2013, the Partnership's initial determination of whether a specific asset retired under the composite method of depreciation in 2011 was normal, was reviewed in connection with a response to an SEC comment letter. The Partnership ultimately concluded that such disposition was unusual and that an ~~$8.8 millioncharge should be reflected in the 2011 financial statements.~~

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~~The tables below reflect the impact on the financial statements of the correction as described above.~~

Balance Sheet
(In thousands) 9/30/2012
Accumulated depreciation
As filed $ (1,175,744 )
Correction (7,845 )
As restated $ (1,183,589 )
Total assets
As filed $ 2,089,837
Correction (7,845 )
As restated $ 2,081,992
Deferred Tax Liability
As filed $ 143,094
Correction (2,981 )
As restated $ 140,113
Limited Partners' Equity
As filed $ 212,797
Correction (4,864 )
As restated $ 207,933

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Statements of Operations and Other Comprehensive Income
(In thousands except per unit amounts) Three months ended Nine months ended Twelve months ended
9/30/2012 9/30/2012 9/30/2012
Depreciation and amortization
As filed $ 60,747
$ 113,156
$ 128,136
Correction (524 ) (945 ) (945 )
As restated $ 60,223
$ 112,211
$ 127,191
Loss (gain) on impairment / retirement of fixed assets, net
As filed $ 25,000
$ 24,230
$ 25,719
Correction —
—
8,790
As restated $ 25,000
$ 24,230
$ 34,509
Income (loss) before tax
As filed $ 192,401
$ 152,990
$ 141,606
Correction 524
945
(7,845 )
As restated $ 192,925
$ 153,935
$ 133,761
Provision (benefit) for taxes
As filed $ 51,713
$ 41,395
$ 30,839
Correction 199
359
(2,981 )
As restated $ 51,912
$ 41,754
$ 27,858
Net income (loss)
As filed $ 140,688
$ 111,595
$ 110,767
Correction 325
586
(4,864 )
As restated $ 141,013
$ 112,181
$ 105,903

Basic earnings per limited partner unit:
As filed $ 2.53
$ 2.01
$ 2.00
Correction 0.01
0.01
(0.09 )
As restated $ 2.54
$ 2.02
$ 1.91

Diluted earnings per limited partner unit:
As filed $ 2.51
$ 2.00
$ 1.98
Correction 0.01
0.01
(0.09 )
As restated $ 2.52
$ 2.01
$ 1.89

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~~(12)~~(11) Changes in Accumulated Other Comprehensive Income (Loss) by Component:

The following tables reflect the changes in Accumulated Other Comprehensive Income (Loss) related to limited partners' equity for the three-~~, nine-,~~ and twelve-month periods ended ~~September 29, 2013~~March 30, 2014: and March 31, 2013:

Changes in Accumulated Other Comprehensive Income by Component ⁽¹⁾
(In thousands)
Gains and Losses
on Cash Flow Hedges Foreign Currency Items
Total
Balance at June 30, 2013 $ (15,185 ) $ (858 ) $ (16,043 )

Other comprehensive income before reclassifications (4,440 ) (699 ) (5,139 )

Amounts reclassified from accumulated other comprehensive income ⁽²⁾
1,679
—
1,679

Net current-period other comprehensive income (2,761 ) (699 ) (3,460 )

September 29, 2013 $ (17,946 ) $ (1,557 ) $ (19,503 )



	Changes in Accumulated Other Comprehensive Income by Component ⁽¹⁾
(In thousands)
		Gains and Losses
		on Cash Flow Hedges			Foreign Currency Items
							Total
Balance at December 31, 2013		$	(15,013	)	$	5	$	(15,008	)

Other comprehensive income before reclassifications, net of tax $413 and ($932), respectively		(2,328		)	1,621		(707		)

Amounts reclassified from accumulated other comprehensive income, net of tax ($307) ⁽²⁾		1,678			—		1,678

Net other comprehensive income		(650		)	1,621		971

March 30, 2014		$	(15,663	)	$	1,626	$	(14,037	)

(1) All amounts are net of tax. Amounts in parentheses indicate debits.

(2) See Reclassifications Out of Accumulated Other Comprehensive Income table below for reclassification details.

Changes in Accumulated Other Comprehensive Income by Component ⁽¹⁾
(In thousands)
Gains and Losses
on Cash Flow Hedges Foreign Currency Items
Total
Balance at December 31, 2012 $ (25,749 ) $ (2,751 ) $ (28,500 )

Other comprehensive income before reclassifications (2,500 ) 1,194
(1,306 )

Amounts reclassified from accumulated other comprehensive income ⁽²⁾
10,303
—
10,303

Net current-period other comprehensive income 7,803
1,194
8,997

September 29, 2013 $ (17,946 ) $ (1,557 ) $ (19,503 )



	Changes in Accumulated Other Comprehensive Income by Component ⁽¹⁾
(In thousands)
		Gains and Losses
		on Cash Flow Hedges			Foreign Currency Items
								Total
Balance at December 31, 2012		$	(25,749	)	$	(2,751	)	$	(28,500	)

Other comprehensive income before reclassifications, net of tax $326 and ($174), respectively		1,940			301			2,241

Amounts reclassified from accumulated other comprehensive income, net of tax ($1,229) ⁽²⁾		6,945			—			6,945

Net other comprehensive income		8,885			301			9,186

March 31, 2013		$	(16,864	)	$	(2,450	)	$	(19,314	)

(1) All amounts are net of tax. Amounts in parentheses indicate debits.

(2) See Reclassifications Out of Accumulated Other Comprehensive Income table below for reclassification details.

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Changes in Accumulated Other Comprehensive Income by Component ⁽¹⁾
(In thousands)
Gains and Losses
on Cash Flow Hedges Foreign Currency Items
Total
Balance at September 30, 2012 $ (27,686 ) $ (4,371 ) $ (32,057 )

Other comprehensive income before reclassifications (416 ) 2,814
2,398

Amounts reclassified from accumulated other comprehensive income ⁽²⁾
10,156
—
10,156

Net current-period other comprehensive income 9,740
2,814
12,554

September 29, 2013 $ (17,946 ) $ (1,557 ) $ (19,503 )



	Changes in Accumulated Other Comprehensive Income by Component ⁽¹⁾
(In thousands)
		Gains and Losses
		on Cash Flow Hedges			Foreign Currency Items
								Total
Balance at March 31, 2013		$	(16,864	)	$	(2,450	)	$	(19,314	)

Other comprehensive income before reclassifications, net of tax $1,144 and ($2,343), respectively		(5,514		)	4,076			(1,438		)

Amounts reclassified from accumulated other comprehensive income, net of tax ($1,228)⁽²⁾		6,715			—			6,715

Net other comprehensive income		1,201			4,076			5,277

March 30, 2014		$	(15,663	)	$	1,626		$	(14,037	)

(1) All amounts are net of tax. Amounts in parentheses indicate debits.

(2) See Reclassifications Out of Accumulated Other Comprehensive Income table below for reclassification details.

Reclassifications Out of Accumulated Other Comprehensive Income ⁽¹⁾
(In thousands)
Details about Accumulated Other Comprehensive Income Components Amount Reclassified from Accumulated Other Comprehensive Income Affected Line Item in the Statement Where Net Income is Presented
Gains and losses on cash flow hedges 3 months ended 9/29/13 9 months ended 9/29/13 12 months ended 9/29/13
Interest rate contracts $ 1,986
$ 12,146
$ 11,972
Net effect of swaps
$ 1,986
$ 12,146
$ 11,972
Total before tax
(307 ) (1,843 ) (1,816 ) Provision (benefit) for taxes
$ 1,679
$ 10,303
$ 10,156
Net of tax



	Changes in Accumulated Other Comprehensive Income by Component ⁽¹⁾
(In thousands)
		Gains and Losses
		on Cash Flow Hedges			Foreign Currency Items
								Total
Balance at March 25, 2012		$	(25,549	)	$	(4,289	)	$	(29,838	)

Other comprehensive income before reclassifications, net of tax ($298) and ($1,058), respectively		1,988			1,839			3,827

Amounts reclassified from accumulated other comprehensive income, net of tax ($1,445) ⁽²⁾		6,697			—			6,697

Net other comprehensive income		8,685			1,839			10,524

March 31, 2013		$	(16,864	)	$	(2,450	)	$	(19,314	)

(1) All amounts are net of tax. Amounts in parentheses indicate debits.

(2) See Reclassifications Out of Accumulated Other Comprehensive Income table below for reclassification details.

Table of Contents



Reclassifications Out of Accumulated Other Comprehensive Income ⁽¹⁾
(In thousands)
Details about Accumulated Other Comprehensive Income Components	Amount Reclassified from Accumulated Other Comprehensive Income												Affected Line Item in the Statement Where Net Income is Presented
Gains and losses on cash flow hedges	3 months ended 3/30/14			3 months ended 3/31/13			12 months ended 3/30/14			12 months ended 3/31/13
Interest rate contracts	$	1,985		$	8,174		$	7,943		$	8,142		Net effect of swaps
	$	1,985		$	8,174		$	7,943		$	8,142		Total before tax
	(307		)	(1,229		)	(1,228		)	(1,445		)	Benefit for taxes
	$	1,678		$	6,945		$	6,715		$	6,697		Net of tax

(1) Amounts in parentheses indicate debits.

2218

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~~(13)~~(12) Consolidating Financial Information of Guarantors and Issuers:

Cedar Fair, L.P., Canada's Wonderland Company ("Cedar Canada"), and Magnum Management Corporation ("Magnum") are the co-issuers of the Partnership's 9.125% notes and the 5.25% notes (see Note 5). The notes have been fully and unconditionally guaranteed, on a joint and several basis, by each 100% owned subsidiary of Cedar Fair (other than Cedar Canada and Magnum) that guarantees the Partnership's senior secured credit facilities. There are no non-guarantor subsidiaries.

The following consolidating schedules present condensed financial information for Cedar Fair, L.P., Cedar Canada, and Magnum, the co-issuers, and each 100% owned subsidiary of Cedar Fair (other than Cedar Canada and Magnum), the guarantors (on a combined basis), as of ~~September 29, 2013~~March 30, 2014, December 31, ~~2012,~~2013, and ~~September 30, 2012~~March 31, 2013 and for the three ~~nine~~ and twelve month periods ended ~~September 29, 2013~~March 30, 2014 and ~~September 30, 2012~~March 31, 2013. In lieu of providing separate unaudited financial statements for the guarantor subsidiaries, the Partnership has included the accompanying condensed consolidating financial statements.

~~Since~~The Partnership adopted ASU 2013-04, “Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date" as of January 1, 2014. The debt disclosed on the unaudited balance sheets as of March 31, 2014, December 31, 2013 and March 31, 2013 reflect the adoption of this guidance. For the periods ended December 31, 2013 and March 31, 2013, the debt disclosed and related items have been adjusted to reflect only the amounts of debt Cedar Fair, ~~L.P.,~~L.P, Cedar Canada, and Magnum ~~are co-issuers~~have recorded on their books.

In addition to making the retrospective adjustments to the balance sheets related to the adoption of ASU 2013-14, the ~~notes~~Unaudited Condensed Consolidating Statements of Cash Flows for the three and ~~co-borrowers under~~twelve month periods ended March 31, 2013 have been revised to correct the presentation of income from investments in affiliates and other intercompany transactions as an adjustment to cash flows from operating activities. We previously reported the following amounts as cash flows from (for) investing activities.



(in thousands)	Cedar Fair L.P. (Parent)		Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries		Eliminations			Total

Three months ended March 31, 2013
Investment in joint ventures and affiliates	$	65,636	$	58,171		$	(2,442	)	$	32,098	$	(153,463	)	$	—

Twelve months ended March 31, 2013
Investment in joint ventures and affiliates	43,043		(49,642		)	(2,479		)	4,568		4,510			—

In addition, the Unaudited Condensed Consolidating Statement of Cash Flows for the twelve month period ended March 31, 2013 ~~Credit Agreement, all outstanding debt~~ has been ~~equally reflected within each co-issuer's~~revised to correct the presentation of cash received by a co-issuer subsidiary (Magnum), related to intercompany term debt as cash flows from investing activities. We previously reported an ~~September 29, 2013, December 31, 2012 and~~ ~~September 30, 2012~~$104.2 million ~~balance sheets in the accompanying condensed consolidating financial statements.~~intercompany term debt receipt as cash flows from financing activities.

~~The consolidating financial information has been corrected for~~These revisions had no effect on the ~~information described in Note 11.~~

Partnership's Unaudited Condensed Consolidated Balance Sheets, Statements of Operations and Comprehensive Income, Statements of Partner's Equity, or Statements of Cash Flows.

2319

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CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

~~September 29, 2013~~March 30, 2014

(In thousands)


	Cedar Fair L.P. (Parent)		Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Guarantor Subsidiaries		Eliminations			Total		Cedar Fair L.P. (Parent)		Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	133,000	$	2,293	$	36,187	$	12,002	$	—		$	183,482	$	—	$	571	$	3,524	$	4,772	$	—		$	8,867
Receivables	12		124,478		70,303		589,797		(742,056		)	42,534		59		96,547		76,669		530,662		(684,307		)	19,630
Inventories	—		1,578		2,090		25,648		—			29,316		—		3,794		2,841		31,629		—			38,264
Current deferred tax asset	—		3,708		816		3,661		—			8,185		—		22,409		800		3,444		—			26,653
Income tax refundable	—		—		662		—		—			662
Other current assets	995		3,558		613		3,798		—			8,964		325		10,578		5,589		15,891		(2,363		)	30,020
	134,007		135,615		110,671		634,906		(742,056		)	273,143		384		133,899		89,423		586,398		(686,670		)	123,434
Property and Equipment (net)	450,205		985		248,484		815,000		—			1,514,674		455,780		8,110		240,175		829,897		—			1,533,962
Investment in Park	548,241		824,356		143,548		81,719		(1,597,864		)	—		443,179		744,425		138,604		35,052		(1,361,260		)	—
Goodwill	9,061		—		121,657		111,218		—			241,936		9,061		—		113,249		111,218		—			233,528
Other Intangibles, net	—		—		17,228		22,797		—			40,025		—		—		16,037		22,883		—			38,920
Deferred Tax Asset	—		30,316		—		90		(30,406		)	—		—		30,296		—		117		(30,413		)	—
Intercompany Receivable	877,010		1,069,069		1,113,983		—		(3,060,062		)	—		—		—		—		—		—			—
Other Assets	13,196		9,031		6,902		2,140		—			31,269		12,213		22,179		6,087		2,912		—			43,391
	$	2,031,720	$	2,069,372	$	1,762,473	$	1,667,870	$	(5,430,388	)	$	2,101,047	$	920,617	$	938,909	$	603,575	$	1,588,477	$	(2,078,343	)	$	1,973,235
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	6,300	$	6,300	$	6,300	$	—	$	(12,600	)	$	6,300	$	827	$	590	$	33	$	—	$	—		$	1,450
Accounts payable	281,983		159,781		7,802		314,367		(742,056		)	21,877		173,364		230,516		10,818		314,637		(684,307		)	45,028
Deferred revenue	—		—		1,951		35,676		—			37,627		—		85		4,048		66,015		—			70,148
Accrued interest	2,677		1,593		5,983		—		—			10,253		2,580		1,567		5,926		—		—			10,073
Accrued taxes	5,413		29,386		—		4,594		—			39,393		4,757		849		—		3,209		(2,363		)	6,452
Accrued salaries, wages and benefits	1		27,622		2,154		9,844		—			39,621		—		18,183		503		5,833		—			24,519
Self-insurance reserves	—		5,545		1,896		16,647		—			24,088		—		5,431		1,664		15,601		—			22,696
Other accrued liabilities	991		4,077		694		1,856		—			7,618		280		3,086		125		1,405		—			4,896
	297,365		234,304		26,780		382,984		(754,656		)	186,777		181,808		260,307		23,117		406,700		(686,670		)	185,262
Deferred Tax Liability	—		—		61,143		126,866		(30,406		)	157,603		—		—		56,045		131,649		(30,413		)	157,281
Derivative Liability	18,407		13,239		—		—		—			31,646		16,281		11,508		—		—		—			27,789
Other Liabilities	—		5,573		—		3,500		—			9,073		—		4,358		—		3,397		—			7,755
Long-Term Debt:
Revolving credit loans														55,000		—		—		—		—			55,000
Term debt	622,125		622,125		622,125		—		(1,244,250		)	622,125		351,840		251,371		14,189		—		—			617,400
Notes	901,606		901,606		901,606		—		(1,803,212		)	901,606		294,897		205,103		401,957		—		—			901,957
	1,523,731		1,523,731		1,523,731		—		(3,047,462		)	1,523,731		701,737		456,474		416,146		—		—			1,574,357

Equity	192,217		292,525		150,819		1,154,520		(1,597,864		)	192,217		20,791		206,262		108,267		1,046,731		(1,361,260		)	20,791
	$	2,031,720	$	2,069,372	$	1,762,473	$	1,667,870	$	(5,430,388	)	$	2,101,047	$	920,617	$	938,909	$	603,575	$	1,588,477	$	(2,078,343	)	$	1,973,235

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CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

December 31, ~~2012~~2013

(In thousands)


	Cedar Fair L.P. (Parent)		Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Guarantor Subsidiaries		Eliminations			Total		Cedar Fair L.P. (Parent)		Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	25,000	$	444	$	50,173	$	3,213	$	—		$	78,830	$	75,000	$	4,144	$	35,575	$	3,337	$	—		$	118,056
Receivables	4		101,093		71,099		498,555		(652,559		)	18,192		6		115,972		67,829		552,633		(715,107		)	21,333
Inventories	—		1,724		2,352		23,764		—			27,840		—		1,968		1,898		22,214		—			26,080
Current deferred tax asset	—		3,705		816		3,663		—			8,184		—		5,430		800		3,445		—			9,675
Other current assets	563		17,858		530		5,490		(16,381		)	8,060		599		4,443		14,266		7,764		(15,719		)	11,353
	25,567		124,824		124,970		534,685		(668,940		)	141,106		75,605		131,957		120,368		589,393		(730,826		)	186,497
Property and Equipment (net)	439,506		1,013		268,157		835,596		—			1,544,272		447,724		976		243,208		813,855		—			1,505,763
Investment in Park	485,136		772,183		115,401		53,790		(1,426,510		)	—		514,948		796,735		142,668		63,948		(1,518,299		)	—
Goodwill	9,061		—		125,942		111,218		—			246,221		9,061		—		117,810		111,218		—			238,089
Other Intangibles, net	—		—		17,835		22,817		—			40,652		—		—		16,683		22,788		—			39,471
Deferred Tax Asset	—		36,443		—		90		(36,533		)	—		—		31,122		—		117		(31,239		)	—
Intercompany Receivable	877,612		1,070,125		1,116,623		—		(3,064,360		)	—
Other Assets	22,048		14,832		8,419		2,315		—			47,614		25,210		10,002		6,657		2,938		—			44,807
	$	1,858,930	$	2,019,420	$	1,777,347	$	1,560,511	$	(5,196,343	)	$	2,019,865	$	1,072,548	$	970,792	$	647,394	$	1,604,257	$	(2,280,364	)	$	2,014,627
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Accounts payable	$	147,264	$	213,279	$	16,101	$	286,649	$	(652,559	)	$	10,734	$	259,850	$	188,818	$	17,632	$	262,029	$	(715,107	)	$	13,222
Deferred revenue	—		—		4,996		34,489		—			39,485		—		—		2,815		41,706		—			44,521
Accrued interest	98		64		15,350		—		—			15,512		4,637		3,223		15,341		—		—			23,201
Accrued taxes	4,518		—		6,239		23,437		(16,381		)	17,813		4,609		—		—		30,591		(15,719		)	19,481
Accrued salaries, wages and benefits	—		17,932		1,214		5,690		—			24,836		—		21,596		1,101		6,503		—			29,200
Self-insurance reserves	—		5,528		1,754		16,624		—			23,906		—		5,757		1,742		16,154		—			23,653
Other accrued liabilities	1,110		2,502		140		2,164		—			5,916		1,146		2,993		181		1,201		—			5,521
	152,990		239,305		45,794		369,053		(668,940		)	138,202		270,242		222,387		38,812		358,184		(730,826		)	158,799
Deferred Tax Liability	—		—		63,460		126,865		(36,533		)	153,792		—		—		57,704		131,648		(31,239		)	158,113
Derivative Liability	19,309		12,951		—		—		—			32,260		15,610		11,052		—		—		—			26,662
Other Liabilities	—		5,480		—		3,500		—			8,980		—		7,858		—		3,432		—			11,290
Long-Term Debt:
Term debt	1,131,100		1,131,100		1,131,100		—		(2,262,200		)	1,131,100		352,668		251,961		14,221		—		—			618,850
Notes	401,080		401,080		401,080		—		(802,160		)	401,080		294,897		205,103		401,782		—		—			901,782
	1,532,180		1,532,180		1,532,180		—		(3,064,360		)	1,532,180		647,565		457,064		416,003		—		—			1,520,632

Equity	154,451		229,504		135,913		1,061,093		(1,426,510		)	154,451		139,131		272,431		134,875		1,110,993		(1,518,299		)	139,131
	$	1,858,930	$	2,019,420	$	1,777,347	$	1,560,511	$	(5,196,343	)	$	2,019,865	$	1,072,548	$	970,792	$	647,394	$	1,604,257	$	(2,280,364	)	$	2,014,627

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CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

~~September 30, 2012~~ ~~(As restated)~~March 31, 2013

(In thousands)


	Cedar Fair L.P. (Parent)		Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Guarantor Subsidiaries		Eliminations			Total		Cedar Fair L.P. (Parent)		Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	43,000	$	2,263	$	40,278	$	10,561	$	—		$	96,102	$	—	$	732	$	4,125	$	5,181	$	—		$	10,038
Receivables	3		108,211		64,153		478,372		(621,382		)	29,357		682		79,472		67,302		436,595		(570,709		)	13,342
Inventories	—		1,584		2,742		29,267		—			33,593		—		3,645		3,032		32,386		—			39,063
Current deferred tax asset	—		6,239		772		3,334		—			10,345		—		31,543		816		3,663		—			36,022
Income tax refundable	—		—		10,454		—		—			10,454
Other current assets	929		2,065		674		3,775		—			7,443		207		9,630		1,618		16,260		—			27,715
	43,932		120,362		119,073		525,309		(621,382		)	187,294		889		125,022		76,893		494,085		(570,709		)	126,180
Property and Equipment (net)	425,747		1,025		272,951		856,276		—			1,555,999		457,484		1,003		262,941		849,424		—			1,570,852
Investment in Park	572,748		786,753		115,271		60,141		(1,534,913		)	—		419,501		714,013		115,401		21,689		(1,270,604		)	—
Goodwill	9,061		—		127,384		111,218		—			247,663		9,061		—		123,374		111,218		—			243,653
Other Intangibles, net	—		—		18,039		22,826		—			40,865		—		—		17,470		22,853		—			40,323
Deferred Tax Asset	—		39,320		—		—		(39,320		)	—		—		34,890		—		90		(34,980		)	—
Intercompany Receivable	877,208		1,069,721		1,116,623		—		(3,063,552		)	—
Other Assets	23,361		15,580		8,925		2,305		—			50,171		14,581		10,291		7,473		2,303		—			34,648
	$	1,952,057	$	2,032,761	$	1,778,266	$	1,578,075	$	(5,259,167	)	$	2,081,992	$	901,516	$	885,219	$	603,552	$	1,501,662	$	(1,876,293	)	$	2,015,656
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt														$	3,332	$	2,823	$	145	$	—	$	—		$	6,300
Accounts payable	$	210,936	$	116,160	$	29,248	$	287,634	$	(621,382	)	$	22,596	103,654		215,425		3,891		285,182		(570,709		)	37,443
Deferred revenue	—		—		4,544		30,138		—			34,682		—		—		6,679		59,505		—			66,184
Accrued interest	735		195		6,082		—		—			7,012		1,444		916		5,979		—		—			8,339
Accrued taxes	5,818		42,090		—		4,496		—			52,404		4,790		390		331		3,489		—			9,000
Accrued salaries, wages and benefits	—		24,864		2,365		8,990		—			36,219		—		13,483		1,095		5,604		—			20,182
Self-insurance reserves	—		4,751		1,698		16,643		—			23,092		—		5,324		1,696		16,537		—			23,557
Other accrued liabilities	824		4,097		2,417		3,505		—			10,843		589		5,161		133		1,984		—			7,867
	218,313		192,157		46,354		351,406		(621,382		)	186,848		113,809		243,522		19,949		372,301		(570,709		)	178,872
Deferred Tax Liability	—		—		59,462		119,971		(39,320		)	140,113		—		—		62,700		126,867		(34,980		)	154,587
Derivative Liability	20,801		13,907		—		—		—			34,708		18,594		12,437		—		—		—			31,031
Other Liabilities	—		3,880		—		3,500		—			7,380		—		4,185		—		3,500		—			7,685
Long-Term Debt:
Revolving credit loans														96,000		—		—		—		—			96,000
Term debt	1,131,100		1,131,100		1,131,100		—		(2,262,200		)	1,131,100		355,690		253,677		14,333		—		—			623,700
Notes	400,676		400,676		400,676		—		(801,352		)	400,676		294,897		205,103		401,255		—		—			901,255
	1,531,776		1,531,776		1,531,776		—		(3,063,552		)	1,531,776		746,587		458,780		415,588		—		—			1,620,955

Equity	181,167		291,041		140,674		1,103,198		(1,534,913		)	181,167		22,526		166,295		105,315		998,994		(1,270,604		)	22,526
	$	1,952,057	$	2,032,761	$	1,778,266	$	1,578,075	$	(5,259,167	)	$	2,081,992	$	901,516	$	885,219	$	603,552	$	1,501,662	$	(1,876,293	)	$	2,015,656

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CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the Three Months Ended ~~September 29, 2013~~
March 30, 2014

(In thousands)


	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total			Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total

Net revenues	$	83,285		$	161,866		$	82,265		$	509,467		$	(244,807	)	$	592,076		$	4,755		$	8,679		$	151		$	40,312		$	(13,431	)	$	40,466
Costs and expenses:
Cost of food, merchandise and games revenues	—			—			6,082			39,761			—			45,843
Cost of food, merchandise, and games revenues																			—			—			1			4,984			—			4,985
Operating expenses	1,669			76,468			19,042			318,022			(244,807		)	170,394			1,348			22,462			6,937			63,034			(13,431		)	80,350
Selling, general and administrative	1,796			38,083			4,781			14,067			—			58,727			1,396			16,672			873			2,463			—			21,404
Depreciation and amortization	18,306			10			8,979			30,200			—			57,495			474			9			—			3,824			—			4,307
Gain on sale of other assets	—			—			—			(8,743		)	—			(8,743		)	—			—			—			—			—			—
Loss on impairment / retirement of fixed assets, net	368			—			1			1,268			—			1,637			249			—			—			748			—			997
	22,139			114,561			38,885			394,575			(244,807		)	325,353			3,467			39,143			7,811			75,053			(13,431		)	112,043
Operating income	61,146			47,305			43,380			114,892			—			266,723			1,288			(30,464		)	(7,660		)	(34,741		)	—			(71,577		)
Interest expense (income), net	10,858			6,901			9,731			(1,978		)	—			25,512			10,199			7,011			9,468			(2,019		)	—			24,659
Net effect of swaps	810			567			—			—			—			1,377			194			177			—			—			—			371
Unrealized / realized foreign currency gain	—			—			(8,615		)	—			—			(8,615		)	—			—			17,184			—			—			17,184
Other (income) expense	188			(2,129		)	584			1,357			—			—			187			(3,274		)	374			2,713			—			—
Income from investment in affiliates	(146,054		)	(78,714		)	(13,606		)	(40,904		)	279,278			—
Net income before taxes	195,344			120,680			55,286			156,417			(279,278		)	248,449
Provision for taxes	4,920			14,537			14,390			24,178			—			58,025
Net income	$	190,424		$	106,143		$	40,896		$	132,239		$	(279,278	)	$	190,424
Loss from investment in affiliates																			73,588			47,143			4,064			28,244			(153,039		)	—
Loss before taxes																			(82,880		)	(81,521		)	(38,750		)	(63,679		)	153,039			(113,791		)
Provision (benefit) for taxes																			660			(10,422		)	(10,506		)	(9,983		)	—			(30,251		)
Net loss																			$	(83,540	)	$	(71,099	)	$	(28,244	)	$	(53,696	)	$	153,039		$	(83,540	)
Other comprehensive income (loss), (net of tax):
Cumulative foreign currency translation adjustment	(699		)	—			(699		)	—			699			(699		)	1,621			—			1,621			—			(1,621		)	1,621
Unrealized income (loss) on cash flow hedging derivatives	(2,761		)	(1,202		)	—			—			1,202			(2,761		)	(650		)	(173		)	—			—			173			(650		)
Other comprehensive income (loss), (net of tax)	(3,460		)	(1,202		)	(699		)	—			1,901			(3,460		)	971			(173		)	1,621			—			(1,448		)	971
Total Comprehensive Income	$	186,964		$	104,941		$	40,197		$	132,239		$	(277,377	)	$	186,964		$	(82,569	)	$	(71,272	)	$	(26,623	)	$	(53,696	)	$	151,591		$	(82,569	)

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CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the Three Months Ended ~~September 30, 2012~~ ~~(As restated)~~March 31, 2013

(In thousands)


	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total			Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total

Net revenues	$	79,663		$	141,134		$	88,334		$	464,902		$	(220,588	)	$	553,445		$	4,317		$	8,371		$	289		$	41,510		$	(12,688	)	$	41,799
Costs and expenses:
Cost of food, merchandise and games revenues	—			—			6,447			40,906			—			47,353
Cost of food, merchandise, and games revenues																			—			—			—			5,037			—			5,037
Operating expenses	1,368			74,191			18,736			289,604			(220,588		)	163,311			1,423			21,606			5,941			60,375			(12,688		)	76,657
Selling, general and administrative	1,853			32,627			4,822			13,691			—			52,993			1,292			16,613			711			2,423			—			21,039
Depreciation and amortization	19,209			10			9,430			31,574			—			60,223			475			9			—			4,302			—			4,786
Loss on impairment / retirement of fixed assets, net	25,000			—			—			—			—			25,000			36			—			478			86			—			600
	47,430			106,828			39,435			375,775			(220,588		)	348,880			3,226			38,228			7,130			72,223			(12,688		)	108,119
Operating income	32,233			34,306			48,899			89,127			—			204,565			1,091			(29,857		)	(6,841		)	(30,713		)	—			(66,320		)
Interest expense, net	12,213			7,258			9,897			(2,518		)	—			26,850			10,512			7,677			9,764			(2,230		)	—			25,723
Net effect of swaps	(104		)	(71		)	—			—			—			(175		)	5,635			3,576			—			—			—			9,211
Loss on early debt extinguishment																			21,175			12,781			617			—			—			34,573
Unrealized / realized foreign currency gain	—			—			(15,035		)	—			—			(15,035		)	—			—			8,958			—			—			8,958
Other (income) expense	186			(2,043		)	512			1,345			—			—			188			(2,388		)	800			1,400			—			—
Income from investment in affiliates	(125,636		)	(79,925		)	(11,355		)	(45,354		)	262,270			—
Income before taxes	145,574			109,087			64,880			135,654			(262,270		)	192,925
Provision for taxes	4,561			9,777			17,181			20,393			—			51,912
Net income	$	141,013		$	99,310		$	47,699		$	115,261		$	(262,270	)	$	141,013
Loss from investment in affiliates																			72,096			35,640			3,520			21,227			(132,483		)	—
Loss before taxes																			(108,515		)	(87,143		)	(30,500		)	(51,110		)	132,483			(144,785		)
Provision (benefit) for taxes																			611			(17,665		)	(9,254		)	(9,351		)	—			(35,659		)
Net loss																			$	(109,126	)	$	(69,478	)	$	(21,246	)	$	(41,759	)	$	132,483		$	(109,126	)
Other comprehensive income (loss), (net of tax):
Cumulative foreign currency translation adjustment	(563		)	—			(563		)	—			563			(563		)	301			—			301			—			(301		)	301
Unrealized income (loss) on cash flow hedging derivatives	(234		)	48			—			—			(48		)	(234		)	8,885			2,535			—			—			(2,535		)	8,885
Other comprehensive income (loss), (net of tax)	(797		)	48			(563		)	—			515			(797		)	9,186			2,535			301			—			(2,836		)	9,186
Total Comprehensive Income	$	140,216		$	99,358		$	47,136		$	115,261		$	(261,755	)	$	140,216		$	(99,940	)	$	(66,943	)	$	(20,945	)	$	(41,759	)	$	129,647		$	(99,940	)

~~Table of Contents~~

~~CEDAR FAIR, L.P.~~

~~UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME~~

~~For the Nine Months Ended~~ ~~September 29, 2013~~

~~(In thousands)~~

Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total

Net revenues $ 131,528
$ 255,595
$ 117,508
$ 877,450
$ (386,586 ) $ 995,495
Costs and expenses:
Cost of food, merchandise and games revenues —
—
9,076
72,857
—
81,933
Operating expenses 4,500
150,320
40,569
579,532
(386,586 ) 388,335
Selling, general and administrative 4,310
81,584
9,360
30,279
—
125,533
Depreciation and amortization 31,672
28
15,797
60,816
—
108,313
Gain on sale of other assets —
—
—
(8,743 ) —
(8,743 )
Loss on impairment / retirement of fixed assets, net 404
—
479
1,383
—
2,266
40,886
231,932
75,281
736,124
(386,586 ) 697,637
Operating income 90,642
23,663
42,227
141,326
—
297,858
Interest expense (income), net 31,580
21,824
29,338
(5,715 ) —
77,027
Net effect of swaps 5,067
3,248
—
—
—
8,315
Loss on early debt extinguishment 21,175
12,781
617
—
—
34,573
Unrealized / realized foreign currency loss —
—
15,229
—
—
15,229
Other (income) expense 563
(6,645 ) 1,967
4,115
—
—
Income from investment in affiliates (104,833 ) (58,614 ) (18,318 ) (15,029 ) 196,794
—
Income before taxes 137,090
51,069
13,394
157,955
(196,794 ) 162,714
Provision (benefit) for taxes 8,402
(2,444 ) (1,596 ) 29,664
—
34,026
Net income $ 128,688
$ 53,513
$ 14,990
$ 128,291
$ (196,794 ) $ 128,688
Other comprehensive income (loss), (net of tax):
Cumulative foreign currency translation adjustment 1,194
—
1,194
—
(1,194 ) 1,194
Unrealized income on cash flow hedging derivatives 7,803
1,836
—
—
(1,836 ) 7,803
Other comprehensive income, (net of tax) 8,997
1,836
1,194
—
(3,030 ) 8,997
Total Comprehensive Income $ 137,685
$ 55,349
$ 16,184
$ 128,291
$ (199,824 ) $ 137,685

~~Table of Contents~~

~~CEDAR FAIR, L.P.~~

~~UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME~~

~~For the Nine Months Ended~~ ~~September 30, 2012(As restated)~~

~~(In thousands)~~

Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total

Net revenues $ 124,864
$ 221,221
$ 130,441
$ 808,471
$ (345,748 ) $ 939,249
Costs and expenses:
Cost of food, merchandise and games revenues —
—
9,988
73,938
—
83,926
Operating expenses 4,141
147,211
40,328
534,900
(345,748 ) 380,832
Selling, general and administrative 4,841
70,848
9,877
29,922
—
115,488
Depreciation and amortization 33,436
28
16,415
62,332
—
112,211
Loss on impairment / retirement of fixed assets, net 24,221
—
9
—
—
24,230
66,639
218,087
76,617
701,092
(345,748 ) 716,687
Operating income 58,225
3,134
53,824
107,379
—
222,562
Interest expense, net 36,438
21,957
30,898
(5,422 ) —
83,871
Net effect of swaps (35 ) 192
(1,475 ) —
—
(1,318 )
Unrealized / realized foreign currency gain —
—
(13,926 ) —
—
(13,926 )
Other (income) expense 561
(7,119 ) 1,221
5,337
—
—
Income from investment in affiliates (99,621 ) (73,448 ) (14,896 ) (38,551 ) 226,516
—
Income before taxes 120,882
61,552
52,002
146,015
(226,516 ) 153,935
Provision (benefit) for taxes 8,701
(3,771 ) 13,525
23,299
—
41,754
Net income $ 112,181
$ 65,323
$ 38,477
$ 122,716
$ (226,516 ) $ 112,181
Other comprehensive income (loss), (net of tax):
Cumulative foreign currency translation adjustment (1,251 ) —
(1,251 ) —
1,251
(1,251 )
Unrealized income (loss) on cash flow hedging derivatives (1,798 ) (629 ) 21
—
608
(1,798 )
Other comprehensive income (loss), (net of tax) (3,049 ) (629 ) (1,230 ) —
1,859
(3,049 )
Total Comprehensive Income $ 109,132
$ 64,694
$ 37,247
$ 122,716
$ (224,657 ) $ 109,132

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CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the Twelve Months Ended ~~September 29, 2013~~March 30, 2014

(In thousands)


	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total			Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total

Net revenues	$	152,379		$	292,510		$	127,485		$	996,647		$	(444,321	)	$	1,124,700		$	152,907		$	296,385		$	127,554		$	1,005,271		$	(448,878	)	$	1,133,239
Costs and expenses:
Cost of food, merchandise and games revenues	—			—			9,404			83,651			—			93,055
Cost of food, merchandise, and games revenues																			—			—			9,323			82,397			—			91,720
Operating expenses	5,739			179,465			48,104			669,919			(444,321		)	458,906			5,928			184,460			48,766			685,761			(448,878		)	476,037
Selling, general and administrative	5,964			97,351			10,618			34,423			—			148,356			5,821			100,884			11,146			34,926			—			152,777
Depreciation and amortization	35,896			40			17,581			68,891			—			122,408			36,806			37			17,333			67,832			—			122,008
(Gain) on sale of other assets	—			—			—			(15,368		)	—			(15,368		)	—			—			—			(8,743		)	—			(8,743		)
Loss on impairment / retirement of fixed assets, net	1,318			—			476			6,578			—			8,372			637			—			1			2,298			—			2,936
	48,917			276,856			86,183			848,094			(444,321		)	815,729			49,192			285,381			86,569			864,471			(448,878		)	836,735
Operating income	103,462			15,654			41,302			148,553			—			308,971			103,715			11,004			40,985			140,800			—			296,504
Interest (income) expense, net	43,667			29,195			39,310			(8,465		)	—			103,707			42,317			28,209			39,080			(7,753		)	—			101,853
Net effect of swaps	4,964			3,177			—			—			—			8,141			(1,251		)	(706		)	—			—			—			(1,957		)
Loss on early debt extinguishment	21,175			12,781			617			—			—			34,573			—			—			—			—			—			—
Unrealized / realized foreign currency loss	—			—			20,157			—			—			20,157			—			—			37,167			—			—			37,167
Other (income) expense	751			(9,033		)	2,766			5,516			—			—			749			(12,143		)	3,253			8,141			—			—
Income from investment in affiliates	(95,234		)	(51,316		)	(18,019		)	(8,239		)	172,808			—
Income (loss) from investment in affiliates																			(82,065		)	(26,017		)	(16,894		)	9,494			115,482			—
Income (loss) before taxes	128,139			30,850			(3,529		)	159,741			(172,808		)	142,393			143,965			21,661			(21,621		)	130,918			(115,482		)	159,441
Provision (benefit) for taxes	9,776			(8,530		)	(11,708		)	34,492			—			24,030			10,175			(4,890		)	(12,108		)	32,474			—			25,651
Net income	$	118,363		$	39,380		$	8,179		$	125,249		$	(172,808	)	$	118,363
Net income (loss)																			$	133,790		$	26,551		$	(9,513	)	$	98,444		$	(115,482	)	$	133,790
Other comprehensive income, (net of tax):
Cumulative foreign currency translation adjustment	2,814			—			2,814			—			(2,814		)	2,814			4,076			—			4,076			—			(4,076		)	4,076
Unrealized income on cash flow hedging derivatives	9,740			2,385			—			—			(2,385		)	9,740			1,201			140			—			—			(140		)	1,201
Other comprehensive income, (net of tax)	12,554			2,385			2,814			—			(5,199		)	12,554			5,277			140			4,076			—			(4,216		)	5,277
Total Comprehensive Income	$	130,917		$	41,765		$	10,993		$	125,249		$	(178,007	)	$	130,917		$	139,067		$	26,691		$	(5,437	)	$	98,444		$	(119,698	)	$	139,067

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CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the Twelve Months Ended ~~September 30, 2012~~ ~~(As restated)~~March 31, 2013

(In thousands)


	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total			Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total

Net revenues	$	147,733		$	261,878		$	142,250		$	941,465		$	(409,232	)	$	1,084,094		$	148,576		$	263,930		$	140,441		$	941,246		$	(412,138	)	$	1,082,055
Costs and expenses:
Cost of food, merchandise and games revenues	—			—			10,531			85,471			—			96,002
Cost of food, merchandise, and games revenues																			—			—			10,316			85,682			—			95,998
Operating expenses	5,452			180,665			47,134			636,106			(409,232		)	460,125			5,468			177,526			48,147			637,772			(412,138		)	456,775
Selling, general and administrative	6,865			90,892			11,650			36,381			—			145,788			6,455			89,532			11,086			34,293			—			141,366
Depreciation and amortization	37,698			41			18,300			71,152			—			127,191			37,439			40			18,199			71,335			—			127,013
(Gain) on sale of other assets																			—			—			—			(6,625		)	—			(6,625		)
Loss (gain) on impairment / retirement of fixed assets, net	24,188			—			(62		)	10,383			—			34,509			25,089			—			474			5,281			—			30,844
	74,203			271,598			87,553			839,493			(409,232		)	863,615			74,451			267,098			88,222			827,738			(412,138		)	845,371
Operating income (loss)	73,530			(9,720		)	54,697			101,972			—			220,479			74,125			(3,168		)	52,219			113,508			—			236,684
Interest expense, net	50,007			28,592			44,583			(6,813		)	—			116,369			47,879			30,390			40,231			(9,013		)	—			109,487
Net effect of swaps	(5,019		)	(1		)	(5,910		)	—			—			(10,930		)	5,324			3,365			—			—			—			8,689
Loss on early debt extinguishment																			21,175			12,781			617			—			—			34,573
Unrealized / realized foreign currency gain	—			—			(18,721		)	—			—			(18,721		)	—			—			8,152			—			—			8,152
Other (income) expense	749			(10,205		)	1,498			7,958			—			—			750			(8,860		)	2,623			5,487			—			—
Income from investment in affiliates	(88,216		)	(50,693		)	(9,456		)	(21,713		)	170,078			—
Income (loss) from investment in affiliates																			(68,417		)	(53,593		)	(14,307		)	(18,503		)	154,820			—
Income before taxes	116,009			22,587			42,703			122,540			(170,078		)	133,761			67,414			12,749			14,903			135,537			(154,820		)	75,783
Provision (benefit) for taxes	10,106			(29,298		)	20,942			26,108			—			27,858			9,269			(15,849		)	(3,507		)	27,725			—			17,638
Net income	$	105,903		$	51,885		$	21,761		$	96,432		$	(170,078	)	$	105,903		$	58,145		$	28,598		$	18,410		$	107,812		$	(154,820	)	$	58,145
Other comprehensive income (loss), (net of tax):
Cumulative foreign currency translation adjustment	(2,672		)	—			(2,672		)	—			2,672			(2,672		)	1,839			—			1,839			—			(1,839		)	1,839
Unrealized income (loss) on cash flow hedging derivatives	(397		)	(109		)	21			—			88			(397		)	8,685			2,551			—			—			(2,551		)	8,685
Other comprehensive income (loss), (net of tax)	(3,069		)	(109		)	(2,651		)	—			2,760			(3,069		)	10,524			2,551			1,839			—			(4,390		)	10,524
Total Comprehensive Income	$	102,834		$	51,776		$	19,110		$	96,432		$	(167,318	)	$	102,834		$	68,669		$	31,149		$	20,249		$	107,812		$	(159,210	)	$	68,669

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CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the ~~Nine~~Three Months Ended ~~September 29, 2013~~March 30, 2014

(In thousands)


	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total			Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total

NET CASH FROM OPERATING ACTIVITIES	$	337,821		$	60,434		$	21,615		$	66,757		$	(169,672	)	$	316,955		$	(73,627	)	$	(3,001	)	$	(26,042	)	$	20,317		$	(903	)	$	(83,256	)
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
Investment in joint ventures and affiliates	(63,105		)	(52,172		)	(29,579		)	(24,816		)	169,672			—
Sale of other assets	—			—			—			15,297			—			15,297
Capital expenditures	(43,568		)	—			(5,517		)	(48,449		)	—			(97,534		)	(16,379		)	(4		)	(5,077		)	(18,882		)	—			(40,342		)
Net cash from investing activities	(106,673		)	(52,172		)	(35,096		)	(57,968		)	169,672			(82,237		)	(16,379		)	(4		)	(5,077		)	(18,882		)	—			(40,342		)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Term debt borrowings	359,022			256,500			14,478			—			—			630,000
Note borrowings	294,897			205,103			—			—			—			500,000
Payment of debt issuance costs	(14,331		)	(8,028		)	(453		)	—			—			(22,812		)
Term debt payments, including early termination penalties	(655,723		)	(462,438		)	(14,514		)	—			—			(1,132,675		)
Distributions (paid) received	(107,013		)	2,555			—			—			—			(104,458		)
Exercise of limited partnership unit options	—			43			—			—			—			43
Net borrowings on revolving credit loans																			55,000			—			—			—			—			55,000
Distributions paid																			(39,994		)	—			—			—			903			(39,091		)
Excess tax benefit from unit-based compensation expense	—			(148		)	—			—			—			(148		)	—			(568		)	—			—			—			(568		)
Net cash (for) financing activities	(123,148		)	(6,413		)	(489		)	—			—			(130,050		)	15,006			(568		)	—			—			903			15,341
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			(16		)	—			—			(16		)	—			—			(932		)	—			—			(932		)
CASH AND CASH EQUIVALENTS
Net increase (decrease) for the period	108,000			1,849			(13,986		)	8,789			—			104,652			(75,000		)	(3,573		)	(32,051		)	1,435			—			(109,189		)
Balance, beginning of period	25,000			444			50,173			3,213			—			78,830			75,000			4,144			35,575			3,337			—			118,056
Balance, end of period	$	133,000		$	2,293		$	36,187		$	12,002		$	—		$	183,482		$	—		$	571		$	3,524		$	4,772		$	—		$	8,867

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CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the ~~Nine~~Three Months Ended ~~September 30, 2012~~ ~~(As restated)~~March 31, 2013

(In thousands)


	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)				Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total			Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)				Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations		Total

NET CASH FROM OPERATING ACTIVITIES	$	209,022		$	49,092			$	9,484		$	156,240		$	(147,094	)	$	276,744		$	(52,034	)	$	8,508			$	(44,472	)	$	19,331		$	—	$	(68,667	)
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
Investment in joint ventures and affiliates	(56,757		)	(70,669		)		3,557			(23,225		)	147,094			—
Sale of other assets	1,173			—				—			—			—			1,173
Capital expenditures	(29,295		)	(8		)		(14,426		)	(32,081		)	—			(75,810		)	(17,866		)	—				(600		)	(17,363		)	—		(35,829		)
Net cash (for) investing activities	(84,879		)	(70,677		)		(10,869		)	(55,306		)	147,094			(74,637		)	(17,866		)	—				(600		)	(17,363		)	—		(35,829		)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Derivative settlement	—			—				(50,450		)	—			—			(50,450		)
Net borrowings on revolving credit loans																				96,000			—				—			—			—		96,000
Term debt borrowings																				359,022			256,500			—	14,478			—			—		630,000
Note borrowings																				294,897			205,103				—			—			—		500,000
Payment of debt issuance costs																				(14,763		)	(8,538		)		(190		)	—			—		(23,491		)
Term debt payments, including early termination penalties	(14,468		)	(10,212		)		(320		)	—			—			(25,000		)	(654,568		)	(462,054		)		(14,478		)	—			—		(1,131,100		)
Intercompany (payments) receipts	—			93,845				—			(93,845		)	—			—
Distributions (paid) received	(66,675		)	110				—			—			—			(66,565		)
Capital (contribution) infusion	—			(60,000		)	—	60,000			—			—			—
Distributions paid																				(35,688		)	868				—			—			—		(34,820		)
Exercise of limited partnership unit options	—			47				—			—			—			47			—			28				—			—			—		28
Excess tax benefit from unit-based compensation	—			(454		)		—			—			—			(454		)
Excess tax benefit from unit-based compensation expense																				—			(127		)		—			—			—		(127		)
Net cash from (for) financing activities	(81,143		)	23,336				9,230			(93,845		)	—			(142,422		)	44,900			(8,220		)		(190		)	—			—		36,490
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—				893			—			—			893			—			—				(786		)	—			—		(786		)
CASH AND CASH EQUIVALENTS
Net increase for the period	43,000			1,751				8,738			7,089			—			60,578			(25,000		)	288				(46,048		)	1,968			—		(68,792		)
Balance, beginning of period	—			512				31,540			3,472			—			35,524			25,000			444				50,173			3,213			—		78,830
Balance, end of period	$	43,000		$	2,263			$	40,278		$	10,561		$	—		$	96,102		$	—		$	732			$	4,125		$	5,181		$	—	$	10,038

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CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Twelve Months Ended ~~September 29, 2013~~March 30, 2014

(In thousands)


	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total			Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total

NET CASH FROM OPERATING ACTIVITIES	$	258,843		$	42,367		$	32,927		$	52,457		$	(61,746	)	$	324,848		$	253,410		$	3,318		$	15,737		$	40,148		$	(3,531	)	$	309,082
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
Investment in joint ventures and affiliates	24,507			(37,602		)	(30,743		)	(17,908		)	61,746			—
Sale of other assets	—			—			—			30,182			—			30,182			—			—			—			15,297			—			15,297
Capital expenditures	(47,938		)	(1		)	(5,532		)	(63,290		)	—			(116,761		)	(54,767		)	(4		)	(14,201		)	(55,854		)	—			(124,826		)
Net cash (for) investing activities	(23,431		)	(37,603		)	(36,275		)	(51,016		)	61,746			(86,579		)	(54,767		)	(4		)	(14,201		)	(40,557		)	—			(109,529		)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Term debt borrowings	359,022			256,500			14,478			—			—			630,000
Note borrowings	294,897			205,103			—			—			—			500,000
Net borrowings on revolving credit loans																			(41,000		)	—			—			—			—			(41,000		)
Term debt payments, including early termination penalties	(655,723		)	(462,438		)	(14,514		)	—			—			(1,132,675		)	(6,612		)	(4,281		)	(257		)	—			—			(11,150		)
Distributions (paid) received	(129,277		)	2,571			—			—			—			(126,706		)
Distributions paid																			(151,259		)	—			—			—			3,531			(147,728		)
Exercise of limited partnership unit options	—			43			—			—			—			43			—			24			—			—			—			24
Payment of debt issuance costs	(14,331		)	(8,028		)	(453		)	—			—			(22,812		)	228			368			(354		)	—			—			242
Excess tax benefit from unit-based compensation expense	—			1,515			—			—			—			1,515			—			414			—			—			—			414
Net cash (for) financing activities	(145,412		)	(4,734		)	(489		)	—			—			(150,635		)	(198,643		)	(3,475		)	(611		)	—			3,531			(199,198		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			(254		)	—			—			(254		)	—			—			(1,526		)	—			—			(1,526		)
CASH AND CASH EQUIVALENTS
Net increase (decrease) for the period	90,000			30			(4,091		)	1,441			—			87,380			—			(161		)	(601		)	(409		)	—			(1,171		)
Balance, beginning of period	43,000			2,263			40,278			10,561			—			96,102			—			732			4,125			5,181			—			10,038
Balance, end of period	$	133,000		$	2,293		$	36,187		$	12,002		$	—		$	183,482		$	—		$	571		$	3,524		$	4,772		$	—		$	8,867

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CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Twelve Months Ended ~~September 30, 2012~~ ~~(As restated)~~March 31, 2013

(In thousands)


	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total			Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total

NET CASH FROM (FOR) OPERATING ACTIVITIES	$	181,718		$	(157,023	)	$	8,795		$	314,835		$	(75,771	)	$	272,554		$	231,264		$	(87,117	)	$	14,067		$	139,733		$	—		$	297,947
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
Investment in joint ventures and affiliates	(35,830		)	(42,342		)	8,488			(6,087		)	75,771			—
Intercompany term debt receipts																			—			104,165			—			—			(104,165		)	—
Sale of other assets	1,173			—			—			—			—			1,173			1,173			—			—			14,885			—			16,058
Capital expenditures	(33,025		)	(8		)	(23,050		)	(37,037		)	—			(93,120		)	(43,156		)	(8		)	(8,023		)	(52,075		)	—			(103,262		)
Net cash (for) investing activities	(67,682		)	(42,350		)	(14,562		)	(43,124		)	75,771			(91,947		)	(41,983		)	104,157			(8,023		)	(37,190		)	(104,165		)	(87,204		)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Intercompany term debt (payments) receipts	—			269,500			—			(269,500		)	—			—
Net borrowings on revolving credit loans																			(57,000		)	—			(2,004		)	—			—			(59,004		)
Term debt borrowings																			359,022			256,500			14,478			—			—			630,000
Note borrowings																			294,897			205,103			—			—			—			500,000
Intercompany term debt payments																			—			—			—			(104,165		)	104,165			—
Term debt payments, including early termination penalties	(14,467		)	(10,213		)	(320		)	—			—			(25,000		)	(669,035		)	(472,267		)	(14,798		)	—			—			(1,156,100		)
Derivative settlement	—			—			(50,450		)	—			—			(50,450		)
Distributions (paid) received	(105,569		)	261			—			—			—			(105,308		)
Capital (contribution) infusion	—			(60,000		)	60,000			—			—			—
Distributions paid																			(102,402		)	920			—			—			—			(101,482		)
Payment of debt issuance costs	—			—			(723		)	—			—			(723		)	(14,763		)	(8,537		)	(191		)	—			—			(23,491		)
Exercise of limited partnership unit options	—			53			—			—			—			53			—			57			—			—			—			57
Excess tax benefit from unit-based compensation	—			(454		)	—			—			—			(454		)	—			1,519			—			—			—			1,519
Net cash from (for) financing activities	(120,036		)	199,147			8,507			(269,500		)	—			(181,882		)	(189,281		)	(16,705		)	(2,515		)	(104,165		)	104,165			(208,501		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			1,065			—			—			1,065			—			—			477			—			—			477
CASH AND CASH EQUIVALENTS
Net increase (decrease) for the period	(6,000		)	(226		)	3,805			2,211			—			(210		)	—			335			4,006			(1,622		)	—			2,719
Balance, beginning of period	49,000			2,489			36,473			8,350			—			96,312			—			397			119			6,803			—			7,319
Balance, end of period	$	43,000		$	2,263		$	40,278		$	10,561		$	—		$	96,102		$	—		$	732		$	4,125		$	5,181		$	—		$	10,038

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Business Overview:

We generate our revenues primarily from sales of (1) admission to our parks, (2) food, merchandise and games inside our parks, and (3) hotel rooms, food and other attractions outside our parks. Our principal costs and expenses, which include salaries and wages, advertising, maintenance, operating supplies, utilities and insurance, are relatively fixed and do not vary significantly with attendance.

Each of our properties is overseen by a park general manager and operates autonomously. Management reviews operating results, evaluates performance and makes operating decisions, including allocating resources on a property-by-property basis.

Along with attendance and guest per capita statistics, discrete financial information and operating results are prepared at the individual park level for use by the CEO, who is the Chief Operating Decision Maker (CODM), as well as by the Chief Financial Officer, the Chief Operating Officer, the Executive Vice President - Operations, and the park general managers.

Critical Accounting Policies:

Management’s discussion and analysis of financial condition and results of operations is based upon our unaudited condensed consolidated financial statements, which were prepared in accordance with accounting principles generally accepted in the United States of America. These principles require us to make judgments, estimates and assumptions during the normal course of business that affect the amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ significantly from those estimates under different assumptions and conditions.

Management believes that judgment and estimates related to the following critical accounting policies could materially affect our consolidated financial statements:

•~~Property and Equipment~~

•Impairment of Long-Lived Assets

•Goodwill and Other Intangible Assets

•Self-Insurance Reserves

•Derivative Financial Instruments

•Revenue Recognition

Income Taxes

In the ~~third~~first quarter of ~~2013~~2014, there were no changes in the above critical accounting policies previously disclosed in our Annual Report on Form ~~10-K/A~~10-K for the year ended December 31, ~~2012~~2013 ~~except as noted below.~~.

~~Change in Depreciation Method~~

Effective January 1, 2013, we changed our method of depreciation for the group of assets acquired as a whole in 1983, as well as for the groups of like assets of each subsequent business acquisition from the composite method to the unit method.

Historically, we had used the composite depreciation method for land improvements, buildings, rides and equipment for the group of assets acquired as a whole in 1983, as well as for the group of like assets of each subsequent business acquisition. The unit method was only used for all individual assets purchased. Under the composite depreciation method, assets with similar estimated lives are grouped together and the several pools of assets are depreciated on an aggregate basis. No gain or loss is recognized on normal retirements of composite assets. Instead, the net book value of a retired asset reduces accumulated depreciation for the composite group. Unusual retirements of composite assets could result in the recognition of a gain or loss. Under the unit method of depreciation, individual assets are depreciated over their estimated useful lives, with gains and losses on all asset retirements recognized currently in income.

In order to improve comparability and enhance the level of precision associated with allocating historical cost, we had determined that it was preferable to change from the composite method of depreciation to the unit method of depreciation for all assets. We believe that pursuant to generally accepted accounting principles, changing from the composite method of depreciation to the unit method of depreciation is a change in accounting estimate that is effected by a change in accounting principle, which should be

~~Table of Contents~~

accounted for prospectively. This prospective application will result in the discontinuance of the composite method of depreciation for all prior acquisitions with the existing net book value of each composite pool allocated to the remaining individual assets (units) in that pool with each unit assigned an appropriate remaining useful life on an individual unit basis. Assigning a useful life to each unit in the various composite pools had an insignificant effect on the weighted average useful lives of all assets that were previously accounted for under the composite method.

~~The change in depreciation method had an immaterial impact on the Condensed Consolidated Financial Statements for the quarter ended September 29, 2013.~~F~~uture asset retirements could have a material impact on the Condensed Consolidated Financial Statements in the periods such items occur.~~

Adjusted EBITDA:

We believe that Adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the 2013 Credit Agreement) is a meaningful measure of park-level operating profitability because we use it for measuring returns on capital investments, evaluating potential acquisitions, determining awards under incentive compensation plans, and calculating compliance with certain loan covenants. Adjusted EBITDA is provided in the discussion of results of operations that follows as a supplemental measure of our operating results and is not intended to be a substitute for operating income, net income or cash flows from operating activities as defined under generally accepted accounting principles. In addition, Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

Table of Contents

The table below sets forth a reconciliation of Adjusted EBITDA to net income for the three-~~, nine-~~ and twelve-month periods ended ~~September 29, 2013~~March 30, 2014 and ~~September 30, 2012~~March 31, 2013.


	Three months ended						Nine months ended						Twelve months ended							Three months ended						Twelve months ended
	9/29/2013			9/30/2012			9/29/2013			9/30/2012			9/29/2013			9/30/2012				3/30/2014			3/31/2013			3/30/2014			3/31/2013
	(13 weeks)			(13 weeks)			(39 weeks)			(39 weeks)			(52 weeks)			(53 weeks)				(13 weeks)			(13 weeks)			(52 weeks)			(53 weeks)
				(As restated)						(As restated)						(As restated)				(In thousands)
	(In thousands)
Net income	$	190,424		$	141,013		$	128,688		$	112,181		$	118,363		$	105,903
Net income (loss)																				$	(83,540	)	$	(109,126	)	$	133,790		$	58,145
Interest expense	25,529			26,863			77,153			83,902			103,870			116,437				24,732			25,763			102,040			109,579
Interest income	(17		)	(13		)	(126		)	(31		)	(163		)	(68		)		(73		)	(40		)	(187		)	(92		)
Provision for taxes	58,025			51,912			34,026			41,754			24,030			27,858
Provision (benefit) for taxes																				(30,251		)	(35,659		)	25,651			17,638
Depreciation and amortization	57,495			60,223			108,313			112,211			122,408			127,191				4,307			4,786			122,008			127,013
EBITDA	331,456			279,998			348,054			350,017			368,508			377,321				(84,825		)	(114,276		)	383,302			312,283
Loss on early extinguishment of debt	—			—			34,573			—			34,573			—				—			34,573			—			34,573
Net effect of swaps	1,377			(175		)	8,315			(1,318		)	8,141			(10,930		)		371			9,211			(1,957		)	8,689
Unrealized foreign currency (gain) loss	(8,385		)	(14,737		)	15,371			(14,108		)	20,298			(17,502		)
Unrealized foreign currency loss																				17,182			8,881			37,386			7,949
Non-cash equity expense	843			362			4,645			2,630			5,280			2,619				3,956			2,933			6,558			4,498
Loss on impairment/retirement of fixed assets, net	1,637			25,000			2,266			24,230			8,372			34,509				997			600			2,936			30,844
Gain on sale of other assets	(8,743		)	—			(8,743		)	—			(15,368		)	—				—			—			(8,743		)	(6,625		)
Terminated merger costs	—			—			—			—			—			150
Other non-recurring items (as defined)	197			1,861			705			4,026			859			7,445
Adjusted EBITDA ⁽¹⁾	$	318,382		$	292,309		$	405,186		$	365,477		$	430,663		$	393,612
Other non-recurring items (as defined)⁽¹⁾																				354			805			1,256			3,264
Adjusted EBITDA																				$	(61,965	)	$	(57,273	)	$	420,738		$	395,475

(1) As permitted by and defined in the 2013 Credit Agreement
(1) The Company's 2013 Credit Agreement references certain costs as non-recurring or unusual. These items are excluded in the calculation of Adjusted EBITDA and have included certain litigation expenses, contract termination costs, and severance expense.																			(1) The Company's 2013 Credit Agreement references certain costs as non-recurring or unusual. These items are excluded in the calculation of Adjusted EBITDA and have included certain litigation expenses, contract termination costs, and severance expense.

3832

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Results of Operations:

~~Restatement~~First Quarter -

~~We have made~~Operating results for the first quarter historically include less than 5% of our full-year revenues and attendance. The results include normal off-season operating, maintenance and administrative expenses at our ten seasonal amusement parks and three outdoor water parks, as well as daily operations at Knott's Berry Farm, which is open year-round, and Castaway Bay, which is generally open daily from Memorial Day to Labor Day plus a ~~correction relating to our use~~limited daily schedule for the balance of the ~~composite depreciation method.~~year. The correction, which impacts the Balance Sheet at September 30, 2012 and the Statement of Operations and Other Comprehensive Income for the three-, nine-, and twelve-month periods ended September 30, 2012, reflects a subsequent determination that a disposition from our composite group of assets was considered to be unusual. In certain situations under the composite method, disposals are considered unusual and, accordingly, losses are not included in the composite depreciation pool but are rather charged immediately to expense. In 2013, our initial determination of whether a specific asset retired under the composite method of depreciation in 2011 was normal was reviewed in connection with a response to an SEC comment letter. We ultimately concluded that such disposition was unusual and that an ~~$8.8 millioncharge should have been reflected in the 2011 financial statements.~~

~~Nine months ended September 29, 2013~~

~~The fiscal nine-month period ended September 29, 2013, consisted of a 39-week period and~~current quarter included a total of ~~1,936~~94 operating days compared ~~with 39 weeks and 2,178~~to 117 operating days ~~for~~during the ~~fiscal nine-month period ended September 30, 2012.~~first quarter of 2013. The ~~difference~~decrease in operating days ~~is primarily~~was due to the sale of ~~two non-core~~a water ~~parks, as well as~~park during 2013 and the ~~combination of two parks, Worlds of Fun and Oceans of Fun, into one gate for 2013.~~

~~The following table presents key financial information for the nine months ended~~ ~~September 29, 2013~~ ~~and~~ ~~September 30, 2012~~:

Nine months ended Nine months ended Increase (Decrease)
9/29/2013 9/30/2012 $ %
(39 weeks) (39 weeks)
(As restated)
(Amounts in thousands)
Net revenues $ 995,495
$ 939,249
$ 56,246
6.0 %
Operating costs and expenses 595,801
580,246
15,555
2.7 %
Depreciation and amortization 108,313
112,211
(3,898 ) (3.5 )%
Loss on impairment / retirement of fixed assets 2,266
24,230
(21,964 ) N/M
Gain on sale of other assets (8,743 ) —
(8,743 ) N/M
Operating income $ 297,858
$ 222,562
$ 75,296
33.8 %

Other Data:
Adjusted EBITDA $ 405,186
$ 365,477
$ 39,709
10.9 %
Attendance 20,652
20,689
(37 ) (0.2 )%
Per capita spending $ 44.24
$ 41.78
$ 2.46
5.9 %
Out-of-park revenues $ 106,801
$ 99,526
$ 7,275
7.3 %

Net revenues for the nine months ended September 29, 2013 increased $56.3 million to $995.5 million from $939.2 million during the nine months ended September 30, 2012. The increase in revenues reflects a 6%, or $2.46, increase in average in-park guest per capita spending during the first nine months of the year when compared with the first nine months of 2012. In-park guest per capita spending represents the average amount spent per attendee to gain admission to a park plus all amounts spent while inside the park gates. The increase in per capita spending reflects a 5% increaseshift in the ~~admissions per cap~~Easter and a 6% increase in pure in-park spending, driven largely by improvements in our food and beverage programs and the expansion and continued success of our premium benefit offerings. Additionally, for the nine-month period, out-of-park revenues increased 7%, or $7.3 million. Out-of-park revenues include the sale of hotel rooms, food, merchandise, and other complementary activities located outside of the park gates, as well as transaction fees from on-line product sales. The increase in out-of-park revenues was primarily driven by the strong performance of our resort properties, which drove higher average daily room rates while maintaining or growing occupancy rates. The increase in overall net revenues includes attendance that was essentially comparable through the first nine months of 2013 when compared with the same period a year ago. The variance in attendance is entirely attributable to the sale of two non-core water parks. Excluding the sale of the water parks, attendance increased 1%, or 195,000 visits on a comparable park basis.

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~~Revenues for the first nine months of the year also reflect the negative impact of exchange rates and the strengthening U.S. dollar on our Canadian operations ($3.6 million) during the period.~~

For the nine-month period in 2013, operating costs and expenses increased 3%, or $15.6 million, to $595.8 million from $580.2 million for the same period in 2012, the net result of a $7.5 million increase in operating expenses and a $10.0 million increase in selling, general and administrative costs ("SG&A"). These cost increases were offset slightly by a 2%, or $1.9 million decrease in cost of goods sold during the period. The $7.5 million increase in operating expenses was due to increases of approximately $4.3 million in employee costs, $3.2 million in operating supplies and $1.5 million in maintenance materials, offset slightly by a decrease of $2.7 million in insurance expense. The increase in employee costs was primarily due to increased costs of benefits. Operating supplies increased due to premium benefit offerings and improved guest services. The $2.7 million decrease in insurance expense was due to a reduction in insurance settlements and accruals. The $10.0 million increase in SG&A expenses was due primarily to additional marketing efforts and agency advertising costs, and increased full-time employee costs, largely related to performance incentives and an increase in staffing levels.

Depreciation and amortization expense for the period decreased $3.9 million due to several significant assets being fully depreciated at the end of 2012. For the nine-month period of 2013, the $8.7 million gain on sale of other assets relates to the sale of one of our non-core water parks. For the period, loss on impairment/retirement of fixed assets totaled $2.3 million for the retirement of assets at several of our properties. Loss on impairment/retirement of fixed assets for the period ended September 30, 2012 totaled $24.2 million, which reflected a non-cash charge of $25.0 million for the partial impairment of operating and non-operating assets at Wildwater Kingdom, offset slightly by gains on other retirements. After depreciation, amortization, gain on sale of other assets, loss on impairment / retirement of fixed assets, and all other non-cash costs, operating income for the period increased $75.3 million to $297.9 million in the first nine months of 2013 from operating income of $222.6 million in the first nine months of 2012.

~~Interest expense for the first nine months of 2013 was $77.2 million, a decrease of $6.8 million~~Spring Break holidays from the first ~~nine months of 2012. The decrease~~quarter in ~~interest expense was due~~2013 to the ~~settlement of our Canadian cross-currency swaps~~second quarter in the first quarter of 2012, the decrease in non-cash amortization expense resulting from the write-off of loan fees related to our prior credit agreement, and a decrease in revolver interest due to lower average borrowings and a lower effective interest rate from the March 2013 refinancing.

The net effect of our swaps resulted in a non-cash charge to earnings of $8.3 million for the first nine months of 2013 compared with a $1.3 million non-cash benefit to earnings in the first nine months of 2012. The difference reflects the regularly scheduled amortization of amounts in AOCI related to interest rate swaps, the write off of amounts in AOCI related to de-designated interest rate swaps, as well as gains from marking ineffective designated and de-designated swaps to market. During the current year-to-date period, we also recognized a $15.2 million net charge to earnings for unrealized/realized foreign currency losses, which included a $14.4 million unrealized foreign currency loss on the U.S.-dollar denominated debt held at our Canadian property. Additionally, due to our March 2013 refinancing, loan fees related to our 2010 and 2011 financings were written off, resulting in a $34.6 million charge to earnings in the current year-to-date period.

During the first nine months of 2013, a provision for taxes of $34.0 million was recorded to account for publicly traded partnership (“PTP”) taxes and the tax attributes of our corporate subsidiaries. During the same nine-month period in 2012, a $41.8 million provision for taxes was recorded. Actual cash taxes paid or payable are estimated to be between $14 and $17 million for the 2013 calendar year.

After interest expense and the benefit for taxes, net income for the nine months ended September 29, 2013 totaled $128.7 million, or $2.31 per diluted limited partner unit, compared with net income of $112.2 million, or $2.01 per diluted unit, for the same period a year ago.

For the nine-month period, Adjusted EBITDA (as defined in the 2013 Credit Agreement), which we believe is a meaningful measure of our park-level operating results, increased to $405.2 million compared with $365.5 million for the fiscal nine-month period ended September 30, 2012. This increase was due to the growth in revenues produced in large part by the continued success of our premium benefit offerings, admissions sales and our food and beverage initiatives, offset slightly by an increase in employee related costs, advertising expenses, and operating supply costs related to targeted initiatives which enhance our guests' experiences at our parks. For additional information regarding Adjusted EBITDA, including how we define Adjusted EBITDA, why we believe it provides useful information, and for a reconciliation to net income, see page 38.

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~~Third Quarter -~~

The fiscal three-month period ended September 29, 2013, consisted of a 13-week period and included a total of 1,019 operating days compared with 13 weeks and 1,177 operating days for the fiscal three-month period ended September 30, 2012. The difference in operating days is due to the sale of two non-core water parks, as well as the combination of two parks, Worlds of Fun and Oceans of Fun, into one gate during 2013.2014.

The following table presents key financial information for the three months ended ~~September 29, 2013~~March 30, 2014 and ~~September 30, 2012~~March 31, 2013:


	Three months ended			Three months ended		Increase (Decrease)
	9/29/2013			9/30/2012		$			%		Three months ended			Three months ended			Increase (Decrease)
	(13 weeks)			(13 weeks)							3/30/2014			3/31/2013			$			%
				(As restated)							(13 weeks)			(13 weeks)
	(Amounts in thousands)										(Amounts in thousands)
Net revenues	$	592,076		$	553,445	$	38,631		7.0	%	$	40,466		$	41,799		$	(1,333	)	(3.2	)%
Operating costs and expenses	274,964			263,657		11,307			4.3	%	106,739			102,733			4,006			3.9	%
Depreciation and amortization	57,495			60,223		(2,728		)	(4.5	)%	4,307			4,786			(479		)	(10.0	)%
Loss on impairment / retirement of fixed assets	1,637			25,000		(23,363		)	N/M		997			600			397			N/M
Gain on sale of other assets	(8,743		)	—		(8,743		)	N/M
Operating income	$	266,723		$	204,565	$	62,158		30.4	%

Operating loss											$	(71,577	)	$	(66,320	)	$	(5,257	)	7.9	%
N/M - Not meaningful
Other Data:
Adjusted EBITDA	$	318,382		$	292,309	$	26,073		8.9	%	$	(61,965	)	$	(57,273	)	$	(4,692	)	8.2	%
Attendance	11,975			11,960		15			0.1	%
Per capita spending	$	45.73		$	42.90	$	2.83		6.6	%
Out-of-park revenues	$	58,690		$	54,260	$	4,430		8.2	%

For the quarter ended ~~September 29, 2013~~March 30, 2014, net revenues ~~increased 7%~~decreased 3%, or ~~$38.6~~$1.3 million, to ~~$592.1~~$40.5 million from ~~$553.5~~$41.8 million in the ~~third~~first quarter of ~~2012. This increase reflects a 7% increase in average in-park per capita spending and an 8%, or $4.4 million, increase in out-of park revenues, and attendance that~~2013. The decrease between periods was comparable with the prior year period. The increase in per capita spending was the result of higher admissions pricing, the successful expansion of our in-park premium benefit offerings, and improvements in our food and beverage programs. The increase in out-of-park revenues wasentirely due to the shift of the Easter and Spring Break holidays to the second quarter of 2014 from the first quarter of 2013. The impact of the calendar shift was partially offset by strong early season performance at Knott's Berry Farm. At the end of the first quarter of 2014, only three of our ~~resort properties. Excluding~~14 properties were in operation. The other parks, including three of our larger parks, Cedar Point and Kings Island located in Ohio and Canada's Wonderland in Toronto, were in the ~~sale our two non-core water parks, attendance increased 2%, or 207,000 visits on a comparable park basis.~~final stages of preparing to open for the 2014 operating season.

Operating costs and expenses for the quarter increased ~~4%, or $11.3~~$4.0 million to ~~$275.0~~$106.7 million from ~~$263.7~~$102.7 million in 2013 and were in line with expectations. Operating results for the ~~third~~first quarter ~~of 2012, the net result of~~include normal off-season operating, maintenance and administrative expenses at our seasonal amusement and water parks, and daily operations at Knott’s Berry Farm and Castaway Bay. The increase in first-quarter costs reflects a ~~$1.5 million decrease in cost of goods sold, a $7.0~~$3.7 million increase in operating expenses and a ~~$5.7 million~~slight increase in ~~SG&A costs. As a percentage of net revenues, costs~~selling, general and ~~expenses decreased 120 basis points, and was~~

~~in line with expectations.~~administrative ("SG&A") expenses. The ~~decrease in~~ cost of ~~goods sold was primarily~~food, merchandise and games revenues for the ~~result of successful cost-savings initiatives in food and beverage.~~period were flat compared to a year ago. The ~~$7.0~~$3.7 million increase in operating expenses was due primarily ~~due~~ to ~~a $2.8 million increase in employee related costs, a $1.6 million increase in operating supplies, and a $1.5 million increase~~budgeted increases in maintenance ~~expense. The increase~~expense as we continue to invest in employee related costs was primarily due to higher staffing levels, salary increases, and increases in benefit costs. Operating supplies increased due to premium benefit offerings and improved guest services. The $5.7 million increase in SG&A costs was due to increases in employee-related costs and agency advertising costs. The increase in SG&A employee-related expenses was due to an increase in performance incentive awards due to strong 2013 operating results to date,the infrastructure of our parks, as well as an increase in ~~staffing levels across the company. Advertising~~maintenance labor and other employee related expenses. Additionally, utility costs increased ~~as a result~~due to the harsh winter experienced at several of ~~additional marketing efforts in the period, including~~ our ~~Customer Relationship Management platform.~~parks.

Depreciation and amortization expense for the quarter decreased ~~$2.7~~$0.5 million primarily due to ~~several significant assets reaching~~ the ~~end~~shifting of ~~their depreciable lives at~~ the ~~end of 2012. For the third quarter of 2013, the gain on sale of other assets was $8.7 million, reflecting the gain on the sale of one of our non-core water parks.~~operating calendar. Loss on impairment/retirement of fixed assets for the current period was ~~$1.6~~$1.0 million compared to $0.6 million during the first quarter of 2013, reflecting losses on the retirement of assets across ~~all~~several of our parks. Loss on impairment/retirement of fixed assets during the quarter ended September 30, 2012 totaled $25.0 million, which reflected a non-cash charge of $25.0 million for the partial impairment of operating and non-operating assets at Wildwater Kingdom. After depreciation, amortization, ~~gain on sale of other assets,~~ loss on impairment / retirement of fixed assets, and all other non-cash costs, operating ~~income~~loss in the ~~third~~first quarter of ~~2013~~2014 increased ~~$62.1~~$5.3 million to ~~$266.7~~$71.6 million from an operating ~~income~~loss of ~~$204.6~~$66.3 million in the ~~third~~first quarter of ~~2012.~~2013.

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Interest expense for the ~~third~~first quarter of ~~2013~~2014 was ~~$25.5~~$24.7 million, representing a ~~$1.3~~$1.0 million decrease from ~~the~~ interest expense for the ~~third~~first quarter of ~~2012. As mentioned in the nine-month discussion above, interest~~2013. Interest expense decreased primarily due to a reduction in average revolver balance and lower average rates on the revolver, as well as a reduction in non-cash deferred loan fee amortization resulting from the write-off of fees related to our prior credit agreement.

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During the ~~2013 third~~2014 first quarter, the net effect of our swaps resulted in a ~~$1.4~~$0.4 million non-cash charge to earnings, compared to a non-cash ~~benefit~~charge to earnings of ~~$0.2~~$9.2 million in the ~~third~~first quarter of ~~2012.~~2013. The net effect of swaps reflects the regularly scheduled amortization of amounts in AOCI related to the swaps and ineffective fair value movements in our non-designated derivative ~~portfolio.~~portfolio, along with the write off of amounts in AOCI related to de-designated interest rate swaps. During the ~~2013 third~~2014 first quarter, we also recognized a ~~$8.6~~$17.2 million net ~~benefit~~charge to earnings for unrealized/realized foreign currency ~~gains,~~losses, which included a ~~$8.5~~$16.3 million unrealized foreign currency ~~gain~~loss on the U.S.-dollar denominated debt held at our Canadian property. Due to our March 2013 refinancing, loan fees related to our 2010 and 2011 financings were written off, resulting in a $34.6 million charge to earnings in the first quarter of 2013.

During the quarter, a ~~provision~~benefit for taxes of ~~$58.0~~$30.3 million was recorded to account for PTP taxes and the tax attributes of our corporate subsidiaries, compared to a ~~provision~~benefit for taxes of ~~$51.9~~$35.7 million in the same period a year ago. The decrease in tax benefit recorded relates to the combination of a decrease in the pre-tax net loss for the period and a decrease in the effective tax rate.

After interest expense and the ~~provision~~benefit for taxes, net ~~income~~loss for the quarter totaled ~~$190.4~~$83.5 million, or ~~$3.41~~$1.51 per diluted limited partner unit, compared with a net ~~income~~loss of ~~$141.0~~$109.1 million, or ~~$2.52~~$1.95 per diluted unit, for the ~~third~~first quarter a year ago.

For the current quarter, Adjusted EBITDA increased to $318.4 million from $292.3 million for the fiscal third quarter of 2012. The $26.1 million increase in Adjusted EBITDA was largely attributable to incremental revenues resulting primarily from higher average guest per capita spending, as well as increases in out-of-park revenues in the quarter. These revenue increases were somewhat offset by higher costs associated with improving guest services and expanding our marketing efforts.

Twelve Months Ended ~~September 29, 2013~~March 30, 2014 -

The fiscal twelve-month period ended ~~September 29, 2013~~March 30, 2014, consisted of a 52-week period and ~~2,140~~2,118 operating days, compared with 53 weeks and ~~2,416~~2,403 operating days for the fiscal twelve-month period ended ~~September 30, 2012~~March 31, 2013. The difference in operating days was due primarily to the sale of two non-core water parks, the combination of two parks, Worlds of Fun and Oceans of Fun, into one gate during 2013, and the ~~extra week~~calendar shift of ~~operations~~the Easter and Spring Break holidays in ~~the twelve-month period ending September 30, 2012.~~2014 described above.

The following table presents key financial information for the twelve months ended ~~September 29, 2013~~March 30, 2014 and ~~September 30, 2012~~March 31, 2013:


	Twelve months ended			Twelve months ended			Increase (Decrease)					Twelve months ended			Twelve months ended			Increase (Decrease)
	9/29/2013			9/30/2012			$			%		3/30/2014			3/31/2013			$			%
	(52 weeks)			(53 weeks)								(52 weeks)			(53 weeks)
				(As restated)
	(Amounts in thousands)											(Amounts in thousands)
Net revenues	$	1,124,700		$	1,084,094		$	40,606		3.7	%	$	1,133,239		$	1,082,055		$	51,184		4.7	%
Operating costs and expenses	700,317			701,915			(1,598		)	(0.2	)%	720,534			694,139			26,395			3.8	%
Depreciation and amortization	122,408			127,191			(4,783		)	(3.8	)%	122,008			127,013			(5,005		)	(3.9	)%
Gain on sale of other assets	(15,368		)	—			(15,368		)	N/M		(8,743		)	(6,625		)	(2,118		)	N/M
Loss on impairment/retirement of fixed assets	8,372			34,509			(26,137		)	N/M		2,936			30,844			(27,908		)	N/M
Operating income	$	308,971		$	220,479		$	88,492		40.1	%	$	296,504		$	236,684		$	59,820		25.3	%
N/M - Not meaningful
Other Data:
Adjusted EBITDA	$	430,663		$	393,612		$	37,051		9.4	%	$	420,738		$	395,475		$	25,263		6.4	%
Adjusted EBITDA margin	38.3		%	36.3		%	—			2.0	%	37.1		%	36.5		%	—			0.6	%
Attendance	23,263			23,961			(698		)	(2.9	)%
Per capita spending	$	44.13		$	41.44		$	2.69		6.5	%
Out-of-park revenues	$	124,041		$	119,460		4,581			3.8	%

Net revenues totaled $~~1,124.7~~1,133.2 million for the twelve months ended ~~September 29, 2013~~March 30, 2014, increasing ~~$40.6~~$51.1 million,, from $~~1,084.1~~1,082.1 million for the trailing twelve months ended ~~September 30, 2012~~March 31, 2013. The 4%5% increase in revenues for the twelve-month period was driven by ~~a 7%~~an increase in average in-park guest per capita spending, the result of a stronger admissions per cap and improved ~~pure~~ in-park spending. The increase in ~~pure~~ in-park spending was in large part the result of improvements in our food and beverage programs and the expansion and continued success of our premium benefit offerings. Attendance for the period decreased ~~between~~

~~Table of Contents~~

~~years~~primarily due to ~~the extra week of operations in the twelve-month period ended September 30, 2012, as well as~~ the sale of two non-core water parks during the current ~~year~~twelve-month period. Excluding the sale of the two water parks, attendance would have increased . Out-of-park revenues increased ~~$4.6~~$6.4 million primarily due to ~~an increase in processing fees as part~~the strong performance of our ~~expansion of ticketing options. The increase in net revenues for the twelve months ended September 29, 2013 also reflects the negative impact of currency exchange~~resort properties, which drove higher average daily room rates and ~~the weakening Canadian dollar on our Canadian operations (approximately $3.2 million) during the period.~~occupancy rates.

Operating costs and expenses ~~decreased $1.6~~increased $26.4 million, or ~~less than 1%~~4%, to ~~$700.3~~$720.5 million, ~~in large part due to one less week of operations in~~from $694.1 million for the ~~current~~ twelve-month period ~~and were in line with expectations.~~ended March 31, 2013. The ~~decrease~~increase in costs and expenses reflects a ~~$2.9~~$19.3 million increase in operating expenses and a $11.4 million increase in SG&A costs, somewhat offset by a decrease in cost of goods sold of $4.3 million. The decrease of 4% in cost of goods sold was primarily driven by food and ~~a $1.2 million decrease in operating expenses, due primarily to the one less week in the period. These year-over-year cost decreases were partially offset by a $2.6 million increase in SG&A costs.~~beverage efficiency initiatives. The increase in operating costs was due to higher normal operating and maintenance expense, enhancements to park infrastructure, and increased employment related costs including

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performance bonuses. SG&A costs ~~reflects a $2.8 million increase in employment-related~~increased due to full-time labor and benefit costs, ~~related to higher staffing levels and~~including incentive compensation, ~~plans tied to company performance~~ and ~~a $3.0 million increase in advertising costs related to the transition to a new~~ advertising agency ~~somewhat offset by~~and consumer relationship management database development costs. Exchange rates had a ~~$2.6 decrease in professional and administrative costs, the result of reductions in litigation expenses and consulting fees in the period. The overall decrease in~~favorable impact ($4.6 million) on costs and expenses ~~also reflects the impact of exchange rates on~~at our Canadian operations ~~($1.0 million)~~ during the period.

For the twelve-month period ~~ending September 29, 2013,~~ended March 30, 2014, the gain on sale of other assets was ~~$15.4~~$8.7 million ~~reflecting~~due to the ~~gain~~sale of one non-core water park during 2013. Gain on sale of other assets totaled $6.6 million for the twelve-month period ending March 31, 2013, reflecting the sale of two non-core ~~water parks~~assets during the period. Loss on impairment/retirement of fixed assets for the period was ~~$8.4~~$2.9 million, due to ~~the removal of a ride to enhance a section of one of our parks, as well as~~asset retirements ~~of assets~~ across all of our properties. Loss on impairment/retirement of fixed assets during the period ended ~~September 30, 2012~~March 31, 2013 totaled ~~$34.5~~$30.8 million, which reflected a non-cash charge of $25.0 million for the partial impairment of operating and non-operating assets at Wildwater Kingdom and ~~an $8.8 million charge for the retirement~~asset retirements across all of ~~an asset which is further described in Note 11 to the financial statements.~~our properties.

Depreciation and amortization expense for the period decreased ~~$4.8~~$5.0 million compared with the prior period due primarily to several significant assets being fully depreciated at the end of ~~2012.~~2012 and the later opening of parks for the 2014 operating season when compared to 2013. After depreciation and amortization, as well as impairment charges and all other non-cash costs, operating income for the current period increased ~~$88.5~~$59.8 million to ~~$309.0~~$296.5 million from ~~$220.5~~$236.7 million.

Interest expense for the twelve months ended ~~September 29, 2013~~March 30, 2014 decreased ~~$12.5~~$7.6 million to ~~$103.9~~$102.0 million, from ~~$116.4~~$109.6 million for the same twelve-month period a year ago. The decrease in interest expense reflects a decrease in revolver interest in the period due to lower borrowings, ~~and~~ a lower average cost resulting from the March 2013 refinancing and a decrease in non-cash amortization expense resulting from the write-off of loan fees related to our prior credit ~~agreement, and the impact of the settlement of our Canadian cross-currency swaps in the first quarter of 2012.~~agreement.

During the current twelve-month period, the net effect of our interest rate swaps was recorded as a benefit to earnings of $2.0 million compared to a charge to earnings of ~~$8.1 million compared to a benefit to earnings of $10.9~~$8.7 million in the prior twelve-month period. The difference reflects the regularly scheduled amortization of amounts in AOCI, ~~and write-off of amounts related to de-designated swaps,~~ which were offset by gains from marking the ineffective and de-designated swaps to market in the current period. During the current period, we also recognized a ~~$20.2~~$37.2 million charge to earnings for unrealized/realized foreign currency losses, which included a ~~$19.4~~$35.5 million unrealized foreign currency loss on the U.S.-dollar denominated debt held at our Canadian property. ~~Due to~~During the twelve months ended March 31, 2013, as a result of our March 2013 refinancing, loan fees that were paid as part of our 2010 and 2011 financings were written off, resulting in a $34.6 million non-cash charge to earnings recorded in "Loss on early debt extinguishment" on the consolidated statement of operations.

A provision for taxes of ~~$24.0~~$25.7 million was recorded in the period for the tax attributes of our corporate subsidiaries and PTP taxes. This compares with a provision for taxes of ~~$27.9~~$17.6 million in twelve-month period ended ~~September 30, 2012.~~March 31, 2013. The increase in tax provision recorded relates to the combination of an increase in pre-tax net income for the period, offset somewhat by a decrease in the effective tax rate.

After interest expense and provision for taxes, net income for the period totaled ~~$118.4~~$133.8 million, or ~~$2.12~~$2.39 per diluted limited partner unit, compared with net income of ~~$105.9~~$58.1 million, or ~~$1.89~~$1.04 per diluted unit, a year ago.

As discussed above, the current trailing-twelve-month results include one less week of operations due to the timing of the third quarter fiscal close. Comparing the twelve-month periods for both 2013 and 2012 onWe believe Adjusted EBITDA is a comparable 52-week basis, net revenues would be up approximately $55.1 million, or 5%, on increases in both average in-park guest per capita spending and out-of-park revenues, partially offset by a slight decline in attendance. The increase in average in-park guest per capita spending is primarily due to a higher admissions per cap and improved pure in-park spending, driven largely by improvements in our food and beverage programs and the expansion and continued successmeaningful measure of our premium benefit offerings. Out-of-park revenues would have increased $6.3 million primarily due to an increase in transaction fees from on-line ticket sales. Attendance for the comparable period would have decreased 351,000 visits, primarily due to soft attendance during the fourth quarter of 2012 compared with the fourth quarter of 2011.

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~~On a comparable 52-week basis,~~ operating costs and expenses would have increased approximately $9.1 million, the net result of a $1.9 million decrease in cost of goods sold, a $6.2 million increase in operating expenses and a $4.8 million increase in SG&A costs. The increase in operating expenses was primarily attributable to an increase in employment-related expenses of $3.3 million, a $3.9 million increase in operating supply costs, and a $1.6 million increase in utility costs. Somewhat offsetting these operating-expense increases were decreases in maintenance expenses of $3.5 million and insurance expenses of $1.6 million. The increase in employment-related costs was largely due to higher benefit costs and increased seasonal labor hours resulting from expanded operating hours at several parks, the introduction ofresults (for additional attractions and enhanced guest services at our parks. Operating supplies increased due largely to the introduction of new extra-charge attractions and incremental expenses related to our expanded premium benefit offerings. Utility costs increased primarily due to rate increases and the addition of new rides and attractions at the parks. The increase in SG&A costs for the period reflects a $3.4 million increase in employment-related costs due to higher staffing levels and incentive compensation plans tied to company performance, and a $4.0 million increase in advertising costs related to the transition to a new advertising agency. Somewhat offsetting these SG&A cost increases was a $2.5 million decrease in professional and administrative costs primarily due to reductions in litigation expenses and consulting fees in the period.

information regarding Adjusted EBITDA, ~~for~~including how we define and use Adjusted EBITDA, as well as a reconciliation from net income, see pages 31-32). For the twelve-month period ended ~~September 29, 2013,~~March 30, 2014, Adjusted EBITDA increased ~~$37.1~~$25.3 million, or 9%6%, to ~~$430.7~~$420.7 million. ~~On a same-week basis, Adjusted EBITDA for the twelve-month~~Over this same period, ~~would have increased approximately $40.9 million, or 11%. On a same-week basis,~~ our Adjusted EBITDA margin (Adjusted EBITDA divided by net revenues) increased ~~190~~60 bps to ~~38.3%~~37.1% from ~~36.4%~~36.5% for the twelve-month period ended ~~September 29, 2013,~~March 31, 2013. The increase in Adjusted EBITDA was primarily due to the success of high-margin ~~revenues~~revenue initiatives during the period, such as growth in our premium ~~guest~~ benefit offerings and our admission pricing, combined with another year of growth in our season pass base and a continued focus on controlling operating ~~costs.~~

~~October 2013 -~~

~~Based on preliminary results, net revenues through November 3, 2013 were approximately $1,104 million, up 6%, or $65 million, compared with $1,039 million for~~costs at the same period last year. The increase was the result of an approximate 6%, or $2.31, increase in average in-park guest per capita spending to a record $44.33, and an approximate 7%, or $8 million increase, in out-of-park revenues to $117 million. Also contributing to revenue growth was an increase in attendance of 100,000 visits, compared with last year. Excluding the sale of two water parks, attendance was up 2%, or 334,000 visits, to a record 22.7 million visits on a comparable park ~~basis.~~level.

Liquidity and Capital Resources:

With respect to both liquidity and cash flow, we ended the ~~third~~first quarter of ~~2013~~2014 in sound condition. The negative working capital ratio (current ~~assets~~liabilities divided by current ~~liabilities)~~assets) of 1.5 at ~~September 29, 2013~~March 30, 2014 ~~reflects~~is the ~~impact~~result of ~~our~~normal seasonal ~~business.~~activity. Receivables, inventories, and payables are at normal seasonal levels.

Operating Activities

During the ~~nine-month~~three-month period ended ~~September 29, 2013,~~March 30, 2014, net cash ~~provided~~used by operating activities increased ~~$40.2~~$14.6 million from the same period a year ago, due primarily ~~due~~ to ~~the year-over-year growth in revenues.~~working capital timing differences.

For the twelve-month period ended ~~September 29, 2013~~March 30, 2014 net cash provided by operating activities increased ~~$52.3~~$11.1 million from the same period a year ago, ~~also~~ reflective of the year-over-year growth in revenues.

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Investing Activities

Net cash used in investing activities in the first ~~nine months~~quarter of ~~2013~~2014 was ~~$82.2~~$40.3 million, an increase of ~~$7.6~~$4.5 million compared with the ~~nine month~~three-month period ended ~~September 30, 2012. Within investing activities,~~March 31, 2013, due to greater 2014 capital ~~expenditures increased $21.7 million. During the current period, $15.3 million was received for the sale of a non-core waterpark.~~expenditures.

Net cash used in investing activities for the trailing-twelve-month period ended ~~September 29, 2013~~March 30, 2014 totaled ~~$86.6~~$109.5 million compared with ~~$91.9~~$87.2 million for the same period a year ago. The ~~decrease reflects~~increase is due to greater capital expenditures in the ~~receipt of $30.2 million from the sale of two non-core water parks during the period, offset somewhat by a $23.6 million increase in capital expenditures.~~current twelve-month period.

Financing Activities

Net cash ~~used in~~from financing activities in the first ~~nine~~three months of ~~2013~~2014 was ~~$130.1~~$15.3 million, a decrease of ~~$12.3~~$21.1 million compared with the ~~nine-month~~three-month period ended ~~September 30, 2012.~~March 31, 2013. The decrease was due to ~~a one-time cash cost~~lower overall revolver borrowings, net of ~~$50.5 million to settle our Canadian derivative~~increases in ~~the first quarter of 2012, offset somewhat by an increase in distributions paid in the current year of $37.9 million.~~unitholder distributions.

Net cash used in financing activities in the trailing-twelve-month period ended ~~September 29, 2013~~March 30, 2014 totaled ~~$150.6~~$199.2 million, a decrease of ~~$31.2~~$9.3 million compared with the twelve-month period ended ~~September 30, 2012.~~March 31, 2013. The decrease was largely due to ~~the $50.5~~

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~~million Canadian derivative settlement~~a reduction in ~~2012, offset somewhat by an increase in distributions paid of $21.4 million in~~debt payments and debt issuance costs during the current ~~twelve-month period.~~period, net of increases in unitholder distributions.

~~In July 2010, we issued $405~~As of March 30, 2014, our debt consisted of the following:

$405 million of 9.125% senior unsecured notes, maturing in 2018, yielding 9.375% due to the notes being issued at a discount in a private placement, including $5.6 million of Original Issue Discount (OID) to yield 9.375%. The $405 million senior unsecured notes require semi-annual interest payments in February and August, with the principal due in full on August 1, 2018.July 2010. The notes may be redeemed, in whole or in part, at any time prior to August 1, 2014 at a price equal to 100% of the principal amount of the notes redeemed plus a “make-whole” premium together with accrued and unpaid interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. ~~Prior to August 1, 2013, up to 35% of the~~The notes ~~may be redeemed with the net cash proceeds of certain equity offerings at 109.125%.~~pay interest semi-annually in February and August.

In February 2011, we amended our 2010 Credit Agreement (as so amended, the "Amended 2010 Credit Agreement") to provide a $1,175 million senior secured term loan facility with interest at a rate of LIBOR plus 300 bps along with a LIBOR floor of 100 bps. The amendment extended the maturity date of the term loan portion of the credit facilities to December 2018.

The Amended 2010 Credit Agreement also included a $260 million revolving credit facility. Under the agreement, the Canadian portion of the revolving credit facility has a limit of $15 million. U.S. denominated loans made under the revolving credit facility bear interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). Canadian denominated loans made under the Canadian portion of the facility also bear interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). The revolving credit facility, which was scheduled to mature in July of 2015, also provided for the issuance of documentary and standby letters of credit.

~~In March 2013, we issued~~ $500 million of 5.25% senior unsecured notes, maturing in 2021, ~~in a private placement, with no OID. Our~~ ~~$500 million~~ ~~of senior unsecured notes pay interest semi-annually in March and September, with the principal due in full on~~ ~~March 15, 2021~~.issued at par. The notes may be redeemed, in whole or in part, at any time prior to March 15, 2016 at a price equal to 100% of the principal amount of the notes redeemed plus a “make-whole” premium together with accrued and unpaid interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. Prior to March 15, 2016,, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at 105.25%. These notes pay interest semi-annually in March and September.

~~Concurrently with this offering, we entered into a new~~ ~~$885 million~~ ~~credit agreement (the "2013 Credit Agreement"), which included a~~ ~~$630 million~~ ~~senior~~Senior secured term ~~loan facility and~~debt of $618.9 million, maturing in March 2020 under our 2013 Credit Agreement. The term debt bears interest at a~~$255 million~~ ~~senior secured revolving credit facility. The terms of the senior secured term loan facility include a maturity date of March 15, 2020 and an interest~~ rate of LIBOR plus 250 bps with a LIBOR floor of 75 bps. The term loan amortizes at ~~$6.3~~$6.3 million annually. ~~The net proceeds from~~Due to a prepayment made during 2013, we only have current maturities totaling $1.5 million as of March 30, 2014.

$55 million in borrowings under the ~~notes and borrowings~~$255 million senior secured revolving credit facility under our 2013 Credit Agreement. Under the 2013 Credit Agreement, ~~were used to repay in full all amounts outstanding under~~ the ~~Amended 2010 Credit Agreement. The facilities provided under the 2013 Credit Agreement are collateralized by substantially all of the assets of the Partnership.~~

~~Terms of the 2013 Credit Agreement include a revolving credit facility of a combined~~ ~~$255 million. The~~ Canadian portion of the revolving credit facility has a ~~limit~~sub-limit of ~~$15 million~~.$15 million. U.S. denominated and Canadian denominated loans made under the revolving credit facility bear interest at a rate of LIBOR plus 225 bps (with no LIBOR floor). The revolving credit facility is scheduled to mature in March 2018 and also provides for the issuance of documentary and standby letters of credit. The 2013 Credit Agreement requires ~~the Partnership to~~that we pay a commitment fee of 5038 bps per annum on the unused portion of the credit facilities.

At the end of the quarter, we had a total of ~~$628.4~~$618.9 million of variable-rate term debt (before giving consideration to fixed-rate interest rate swaps), ~~$901.6~~$902.0 million of fixed-rate debt (including OID), no$55.0 million in outstanding borrowings under our revolving credit facility, and cash on hand of ~~$183.5~~$8.9 million. After letters of credit, which totaled ~~$16.4~~$16.3 million at ~~September 29, 2013~~March 30, 2014, we had ~~$238.6~~$183.7 million of available borrowings under the revolving credit facility.

~~In order to lock in fixed interest costs on a portion of our domestic term debt, in September 2010 we~~

We have entered into several ~~forward-starting swap agreements ("September 2010 swaps") to~~interest rate swaps that effectively ~~convert a total~~fix all of ~~$600 million~~ ofour variable-rate debt ~~to fixed rates beginning~~payments. As of March 30, 2014, we have $800 million of interest rate swaps in ~~October 2011. As a result of the~~ ~~February 2011~~ ~~amendment to the 2010 Credit Agreement, the LIBOR floor on the term loan portion of its credit facilities decreased to~~ ~~100~~ ~~bps from~~ ~~150~~ bps, causing a mismatch in critical terms of the September 2010 swaps and the underlying debt. Because of the mismatch of critical terms, we determined the September 2010 swaps, which were originally designated as cash flow hedges, were no longer highly effective, resulting in the de-designation of the swaps as of the end of February 2011. As a result of this ineffectiveness, gains of ~~$7.2 million~~ ~~recorded in AOCI through the date of de-designation are being amortized through December 2015.~~

~~In March 2011, we entered into several additional forward-starting basis-rate swap agreements ("March 2011 swaps") that, when combined with the September 2010 swaps, effectively converted~~ ~~$600 million~~ of variable-rate debt to fixed rates beginning in October 2011. The September 2010 swaps and the March 2011 swaps were jointly designated as cash flow hedges, maturing in December 2015 and had fixed LIBOR at a weighted average rate of ~~2.46%. For the period that the September 2010 swaps were de-designated, their fair value decreased by~~ ~~$3.3 million, the offset of which was recognized as a direct charge to earnings and~~

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recorded to “Net effect of swaps” on the consolidated statement of operations along with the regular amortization of “Other comprehensive income (loss)” balances related to these swaps. No other ineffectiveness related to these swaps was recorded in any period presented.

~~In May 2011, we entered into~~ ~~four~~ a~~dditional forward-starting basis-rate swap agreements ("May 2011 swaps")~~place that effectively ~~converted another~~ ~~$200 million~~ ~~of variable-rate debt to fixed rates beginning in October 2011. These swaps, which were designated as cash flow hedges, mature in December 2015 and fixed LIBOR at a weighted average rate of~~ ~~2.54%~~.

~~As a result of the 2013 Credit Agreement, the previously described swaps were de-designated as the spreads of the 2013 Credit Agreement decreased to~~ 75 ~~bps from~~ ~~100~~ ~~bps in the Amended 2010 Credit Agreement. The May 2011 swaps remain de-designated as the amount of variable rate debt decreased to~~ ~~$630 million~~, and accordingly, the May 2011 swaps are now over hedged. On March 4, 2013, we entered into several forward-starting swap agreements ("March 2013 swaps") that were not designated as a cash flow hedge on that date. On March 6, 2013, the March 2013 swaps were combined with the September 2010 swaps and the March 2011 swaps (together referred to as the "Combination Swaps"), and designated as cash flow hedges, effectively converting ~~$600 million~~ ofconvert variable-rate debt to fixed rates. ~~The Combination Swaps were designated as cash flow hedges,~~These swaps, which mature in December 2015 and fix LIBOR at a weighted average rate of ~~2.33%. At the time of the de-designation, the fair market value of the September 2010 swaps and March 2011 swaps was~~ ~~$22.2 million~~2.38%, ~~which will be amortized out of AOCI into expense in "Net effect of swaps" in the unaudited condensed consolidated statements of operations and comprehensive incomethrough December 2015. At the time of the de-designation, the fair market value of the May 2011 swaps was~~ ~~$7.8 million~~ ~~and was immediately recognized into expense in "Net effect of swaps" in the unaudited condensed consolidated statements of operations.~~have been de-designated as cash flow hedges. During the third quarter of 2013, the Combination Swaps were de-designated as the hedge effectiveness testing indicated that these swaps would be ineffective throughout the remaining periods until maturity. This de-designation had no effect on the unaudited condensed consolidated statements of operations as previous amounts recorded in AOCI had already been accounted for on March 6, 2013.

~~During the third~~and fourth quarter of 2013, ~~the Partnership~~we entered into ~~three~~four forward-starting interest rate swap agreements ~~("2013 forwards")~~ that will effectively convert ~~$400~~$500 million of variable-rate debt to fixed rates beginning in December of 2015. These swaps, which were designated as cash flow hedges, mature on December 31, 2018 and fix LIBOR at a weighted average rate of ~~3.00%~~2.94%. ~~In October 2013,~~Additional detail regarding our current and historical swap arrangements is provided in Note 6 to our Unaudited Condensed Consolidated Financial Statements and in Note 6 to the Partnership entered into an additional forward-starting interest rate swap agreement ("October 2013 swaps") that will effectively convert $100 million of variable-rate debt to a 2.70% fixed rate beginningAudited Consolidated Financial Statements included in ~~December of 2015.~~our Form 10-K filed on February 26, 2014.

At ~~September 29, 2013~~March 30, 2014, the fair market value of the derivative portfolio was $~~31.6~~27.8 million, which was recorded in “Derivative Liability” on the condensed consolidated balance sheet.

The following table presents our 2013 forwards and the October 2013 swaps which mature in December 2018, and the Combination Swaps and May 2011 swaps which mature December 15, 2015, along with their notional amounts and their fixed interest rates.

Interest Rate Swaps
($'s in thousands) Derivatives designated as hedging instruments Derivatives not designated as hedging instruments
Notional Amounts LIBOR Rate Notional Amounts LIBOR Rate
$ 200,000
3.00 % $ 200,000
2.27 %
100,000
3.00 % 150,000
2.43 %
100,000
3.00 % 75,000
2.30 %
100,000
2.70 % 70,000
2.54 %
50,000
2.54 %
50,000
2.54 %
50,000
2.43 %
50,000
2.29 %
50,000
2.29 %
30,000
2.54 %
25,000
2.30 %
Total $'s / Average Rate $ 500,000
2.94 % $ 800,000
2.38 %

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The 2013 Credit Agreement requires us to maintain specified financial ratios, which if breached for any reason and not cured, could result in an event of default under the agreement. The most critical of these ratios is the Consolidated Leverage Ratio, which is measured on a trailing-twelve-month quarterly basis. At the end of the ~~third~~first quarter of ~~2013,~~2014, this ratio was set at 6.25x consolidated total debt (excluding the revolving debt)-to-consolidated EBITDA. The ratio will ~~remain at that level through the end of the first quarter in 2014 and will~~ decrease by 0.25x each second quarter beginning in the second quarter of ~~2014.~~2014 until it reaches 5.25x. Based on our trailing-twelve-month results ending ~~September 29, 2013~~March 30, 2014, our Consolidated Leverage Ratio was ~~3.57~~3.63x, providing $~~184.1~~175.2 million of EBITDA cushion on the ratio at the end of the ~~third~~first quarter. We were in compliance with all other covenants under the 2013 Credit Agreement as of ~~September 29, 2013~~March 30, 2014.

The 2013 Credit Agreement allows restricted payments of up to $60 million annually so long as no default or event of default has occurred and is continuing. Additional restricted payments are allowed to be made based on an excess-cash-flow formula, should our pro-forma Consolidated Leverage Ratio be less than or equal to 5.0x, measured on a trailing-twelve-month quarterly basis.

At ~~September 29, 2013, the~~

The indentures governing our notes ~~maturing in~~also include annual restricted payment limitations and additional permitted payment formulas. The restricted payment provisions applicable to our 2018 ~~have~~notes are more restrictive than those that apply to our 2021 notes. Under the more restrictive ~~covenants. The terms of the~~ indenture ~~governing our 2018 notes permit us to~~covenants, we can make restricted payments of $20 million ~~annually.~~annually so long as no default or event of default has occurred and is continuing. Our ability to make additional restricted payments in 2013 and beyond is permitted should our pro-forma trailing-twelve-month ~~Total-Indebtedness-to-Consolidated-Cash-Flow~~Total Indebtedness-to-Consolidated-Cash-Flow Ratio be less than or equal to ~~4.75x, measured on a quarterly basis.~~4.75x.

In accordance with these debt provisions, on ~~August 8, 2013,~~February 26, 2014, we announced the declaration of a distribution of ~~$0.625~~$0.70 per limited partner unit, which was paid on ~~September 16, 2013,~~March 25, 2014, and on ~~November 7, 2013~~May 8, 2014 we announced the declaration of a distribution of $0.70 per limited partner unit, payable ~~December~~June 16, ~~2013.~~2014.

Existing credit facilities and cash flows from operations are expected to be sufficient to meet working capital needs, debt service, partnership distributions and planned capital expenditures for the foreseeable future.

Off Balance Sheet Arrangements:

We had ~~$16.4~~$16.3 million in letters of credit, which are primarily in place to backstop insurance arrangements, outstanding on our revolving credit facility as of ~~September 29, 2013~~March 30, 2014. We have no other significant off-balance sheet financing arrangements.

Forward Looking Statements

Some of the statements contained in this report (including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that are not historical in nature are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements as to our expectations, beliefs and strategies regarding the future. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond our control and could cause actual results to differ materially from those described in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors, including those listed under Item 1A in the Company’s Annual Report on Form 10-K, could adversely affect our future financial performance and cause actual results to differ materially from our expectations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks from fluctuations in interest rates, and to a lesser extent on currency exchange rates on our operations in Canada and, from time to time, on imported rides and equipment. The objective of our financial risk management is to reduce the potential negative impact of interest rate and foreign currency exchange rate fluctuations to acceptable levels. We do not acquire market risk sensitive instruments for trading purposes.

We manage interest rate risk through the use of a combination of fixed-rate long-term debt, interest rate swaps that fix a portion of our variable-rate long-term debt, and variable-rate borrowings under our revolving credit facility. Translation exposures with regard to our Canadian operations are not hedged.

For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the change in fair value of the derivative instrument is reported as a component of “Other comprehensive income (loss)” and reclassified into earnings in the period during which the hedged transaction affects earnings. Changes in fair value of derivative instruments that do not qualify as effective hedging activities are reported as “Net effect of swaps” in the consolidated statement of operations. Additionally, the “Other comprehensive income (loss)” related to interest rate swaps that become ineffective is amortized over the remaining life of the interest rate swap, and reported as a component of “Net effect of swaps” in the consolidated statement of operations.

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As of ~~September 29, 2013,~~March 30, 2014, we had ~~$901.6~~$902.0 million of fixed-rate senior unsecured notes and ~~$628.4~~$618.9 million of variable-rate term debt. After considering the impact of interest rate swap agreements, virtually all of our outstanding long-term debt represents fixed-rate debt. Assuming an average balance on our revolving credit borrowings of approximately ~~$31~~$27 million, a hypothetical 100 bps

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increase in 30-day LIBOR on our variable-rate debt (not considering the impact of our interest rate swaps) would lead to an increase of approximately $3.8 million in annual cash interest costs.

Assuming a hypothetical 100 bps increase in 30-day LIBOR, the amount of net cash interest paid on our ~~variable-rate debt, after~~derivative portfolio would decrease by $4.6 million over the ~~fixed-rate swap agreements, would lead to a decrease of approximately $0.7 million in annual cash interest costs.~~next year.

A uniform 10% strengthening of the U.S. dollar relative to the Canadian dollar would result in a ~~$3.7~~$4.2 million decrease in annual operating income.

ITEM 4. CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls and Procedures -

The Partnership maintains a system of controls and procedures designed to ensure that information required to be disclosed by the Partnership in its reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission and that such information is accumulated and communicated to the Partnership’s management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of ~~September 29, 2013~~March 30, 2014, the Partnership's management, ~~has evaluated the effectiveness of the design and operation of the Partnership's disclosure controls and procedures under supervision of management, and~~ with the participation of the Partnership's Chief Executive Officer and Chief Financial ~~Officer.~~Officer, has evaluated the effectiveness of the Partnership's disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Partnership's disclosure controls and procedures were effective as of ~~September 29, 2013~~March 30, 2014.

(b)Changes in Internal Control Over Financial Reporting -

There were no changes in the Partnership’s internal control over financial reporting that occurred during the fiscal quarter ended ~~September 29, 2013~~March 30, 2014 that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

On May 14, 2013, the Committee of Sponsoring Organizations of the Treadway Commission (COSO) issued an updated version of its Internal Control - Integrated Framework (2013 Framework). Originally issued in 1992 (1992 Framework), the framework helps organizations design, implement and evaluate the effectiveness of internal control concepts and simplify their use and application. The 1992 Framework remains available during the transition period, which extends to December 15, 2014, after which time COSO will consider it as superseded by the 2013 Framework. As of March 30, 2014, the Partnership continues to utilize the 1992 Framework during the transition to the 2013 Framework by the end of 2014.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Jacob T. Falfas vs. Cedar Fair, L.P.

On July 23, 2010, Jacob T. (Jack) Falfas, the former Chief Operating Officer, filed a demand for private arbitration as provided by his employment agreement. In that demand, Mr. Falfas disputed the Partnership's position that he had resigned in June 2010, alleging instead that his employment with the Partnership was terminated without cause. That dispute went to private arbitration, and on February 28, 2011, an arbitration panel ruled 2-to-1 in favor of Mr. Falfas finding that he did not resign but was terminated without cause. Rather than fashioning a remedy consistent with the employment agreement, the panel ruled that Mr. Falfas should be reinstated. The Partnership believed that the arbitrators exceeded their authority by creating a remedy not legally available to Mr. Falfas under his contract with Cedar Fair. On March 21, 2011, the Partnership filed an action in Erie County Court of Common Pleas (Case No. 2011 CV 0217) seeking to have the award modified or vacated. On March 22, 2011, Mr. Falfas commenced a related action in the Erie County Court of Common Pleas (Case No. 2011 CV 0218) demanding enforcement of the arbitration ruling. The two actions were combined into Case No. 2011 CV 0217, before Judge Roger E. Binette. On February 22, 2012 the Erie County Common Pleas Court issued a ruling partially vacating the arbitration award and declaring that Mr. Falfas was not entitled to reinstatement of his employment. The ruling also provided that in accord with paragraph 2 of the arbitration award Mr. Falfas was entitled to certain back pay and other benefits under his 2007 Amended and Restated Employment Agreement as if the employment relationship had not been severed. In March of 2012 Mr. Falfas and the Company both filed appeals of the Court's ruling with the Ohio Sixth District Court of Appeals in Toledo, Ohio. On April 19, 2013, the Court of Appeals issued a ruling reversing the Erie County Common Pleas Court's order regarding the reinstatement of Mr. Falfas' employment and affirming the order regarding back pay and other benefits and remanding the case back to the Erie County

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Common Pleas Court for further proceedings. On June 3, 2013, the Company filed a Notice of Appeal and Memorandum in Support of Jurisdiction with the Ohio Supreme Court related to the April 19, 2013 Court of Appeals decision. On July 2, 2013, Mr. Falfas filed a Memorandum in Opposition to Jurisdiction with the Ohio Supreme Court. On September 25, 2013, the Supreme Court of Ohio accepted the appeal on Proposition of Law No. 1 related to the Supreme Court’s holding in Masetta v. National Bronze & Aluminum Foundry Co. 159 Ohio St. 306 (1953), barring specific performance as a remedy for a personal services contract under Ohio law and its applicability to individual employment agreements. ~~The matter will now proceed on the merits and both sides will have the opportunity to file~~Both parties filed legal briefs with the court setting forth the basis of their legal arguments. On April 9, 2014, the parties made oral arguments to the Court in support of their respective ~~arguments.~~positions. Upon the conclusion of the oral arguments the procedural stage of the case was closed and the case was submitted to the court for a final ruling. The Partnership believes the liability recorded

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as of ~~September 29, 2013~~March 30, 2014 to be adequate and does not expect the arbitration ruling or the court order to materially affect its financial results in future periods.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed in the Partnership's Annual Report on Form 10-K for the year ended December 31, ~~2012.~~2013.

~~ITEM 5. OTHER INFORMATION~~

On May 8, 2013, the Partnership announced that it had identified a historical classification error in its initial determination of whether a specific asset retired under the composite method of depreciation was normal or unusual. The error resulted in the overstatement of Income before taxes of $8.8 million for the period ended December 31, 2011.

Under the composite method of depreciation, no gain or loss is recognized on normal retirements of composite assets. Instead the net book value after salvage of a retired asset reduces accumulated depreciation for the composite group. Abnormal or unusual retirements of composite assets would result in the recognition of a gain or loss. The error resulted in the Partnership's application of its qualitative policy used to determine whether an asset retirement is normal or unusual. The asset retirement that was restated was originally classified as normal, thus reducing accumulated depreciation. Management identified that the Partnership had failed to consider whether the specific asset had a substantial net book value and/or if the retirement caused a deviation from the estimated composite depreciation survivor curve as well as other minor qualitative issues.

~~The restatement amount of $8.8 million was recorded in Loss on impairment / retirement of fixed assets, net in the Annual Report on Form 10-K/A filing to correct the previous error.~~

As disclosed in prior filings, the Partnership had determined that it was preferable to change from the composite method of depreciation to the unit method of depreciation with the change effective January 1, 2013. The Partnership believes that pursuant to generally accepted accounting principles, changing from the composite method of depreciation to the unit method of depreciation is a change in accounting estimate that is effected by a change in accounting principle, which should be accounted for prospectively. The change to the unit method of depreciation eliminates the qualitative judgment needed to determine whether an asset retirement is normal or unusual, as the net book value of all retirements will be recorded in the Consolidated Statements of Operations and Comprehensive Income.

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ITEM 6. EXHIBITS



Exhibit (10.1)		~~Amendment No. 1 dated September 30, 2013 to the 2013 Credit~~Cedar Fair, L.P. 2008 Omnibus Incentive Plan Performance Award Agreement, dated ~~as of~~ March ~~6, 2013.~~

~~Exhibit (10.2)~~		~~Employment Agreement with~~31, 2014, by and between Magnum Management Corporation and Matthew A. ~~Ouimet, dated October 21, 2013.~~Ouimet. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on ~~October 21, 2013.~~April 4, 2014.

Exhibit (10.2)		Cedar Fair, L.P. 2008 Omnibus Incentive Plan Form of Restricted Unit Award Agreement.

Exhibit (10.3)		Cedar Fair, L.P. 2008 Omnibus Incentive Plan Form of Deferred Unit Award Agreement.

Exhibit (31.1)		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.

Exhibit (31.2)		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.

Exhibit (32)		Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002.

Exhibit (101)		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~September 29, 2013~~March 30, 2014 formatted in Extensible Business Reporting Language (XBRL): (i) ~~The~~the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) ~~The~~the Condensed Consolidated Statements of Cash Flow, (iv) the Condensed Consolidated Statement of Equity and, (v) related ~~notes~~notes.

5040

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		CEDAR FAIR, L.P.
		(Registrant)

		By Cedar Fair Management, Inc.
		General Partner

Date:	~~November 7, 2013~~May 9, 2014	/s/ Matthew A. Ouimet
		Matthew A. Ouimet
		President and Chief Executive Officer

Date:	~~November 7, 2013~~May 9, 2014	/s/ Brian C. Witherow
		Brian C. Witherow
		Executive Vice President and
		Chief Financial Officer

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INDEX TO EXHIBITS



Exhibit (10.1)		~~Amendment No. 1 dated September 30, 2013 to the 2013 Credit~~Cedar Fair, L.P. 2008 Omnibus Incentive Plan Performance Award Agreement, dated ~~as of~~ March ~~6, 2013.~~

~~Exhibit (10.2)~~		~~Employment Agreement with~~31, 2014, by and between Magnum Management Corporation and Matthew A. ~~Ouimet, dated October 21, 2013.~~Ouimet. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on ~~October 21, 2013.~~April 4, 2014.

Exhibit (10.2)		Cedar Fair, L.P. 2008 Omnibus Incentive Plan Form of Restricted Unit Award Agreement.

Exhibit (10.3)		Cedar Fair, L.P. 2008 Omnibus Incentive Plan Form of Deferred Unit Award Agreement.

Exhibit (31.1)		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.

Exhibit (31.2)		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.

Exhibit (32)		Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002.

Exhibit (101)		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~September 29, 2013~~March 30, 2014 formatted in Extensible Business Reporting Language (XBRL): (i) ~~The~~the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) ~~The~~the Condensed Consolidated Statements of Cash Flow, (iv) the Condensed Consolidated Statement of Equity and, (v) related ~~notes~~notes.

5242

s in thousands)

Derivatives designated as hedging instruments

Derivatives not designated as hedging instruments

Derivatives designated as hedging instruments

Derivatives not designated as hedging instruments

Notional Amounts

LIBOR Rate

Notional Amounts

LIBOR Rate

Notional Amounts

LIBOR Rate

Notional Amounts

LIBOR Rate

200,000

3.00

200,000

2.27

200,000

3.00

200,000

2.27

100,000

3.00

150,000

2.43

100,000

3.00

150,000

2.43

100,000

3.00

75,000

2.30

100,000

3.00

75,000

2.30

70,000

2.54

100,000

2.70

70,000

2.54

50,000

2.54

50,000

2.54

50,000

2.54

50,000

2.54

50,000

2.43

50,000

2.43

50,000

2.29

50,000

2.29

50,000

2.29

50,000

2.29

30,000

2.54

30,000

2.54

25,000

2.30

25,000

2.30

Total

(In thousands) Amount of Gain (Loss) Recognized in Accumulated OCI on Derivatives (Effective Portion)
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)

Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
Three months ended Three months ended Three months ended Three months ended Three months ended Three months ended
9/29/13 9/30/12 9/29/13 9/30/12 9/29/13 9/30/12
Interest rate swaps $ (5,483 ) $ 438
Interest Expense $ —
$ (2,990 ) Net effect of swaps $ —
$ —



(In thousands)	Amount of Gain (Loss) Recognized in Accumulated OCI on Derivatives (Effective Portion)					Amount and Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)						Amount and Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion)
Derivatives designated as Cash Flow Hedging Relationships	Three months ended			Three months ended			Three months ended		Three months ended				Three months ended		Three months ended
Derivatives designated as Cash Flow Hedging Relationships	3/30/14			3/31/13			3/30/14		3/31/13				3/30/14		3/31/13
Interest rate swaps	$	(2,742	)	$	2,266	Interest Expense	$	—	$	(2,797	)	Net effect of swaps	$	—	$	435

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(In thousands)
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow
Hedging Relationships
Three months ended Three months ended
9/29/13 9/30/12
Interest rate swaps ⁽¹⁾
Net effect of swaps 609
—
$ 609
$ —



(In thousands)	Amount and Location of Gain (Loss) Recognized in Income on Derivative
Derivatives not designated as Cash Flow Hedging Relationships		Three months ended		Three months ended
		3/30/14		3/31/13
Interest rate swaps	Net effect of swaps	1,617		(1,471		)
		$	1,617	$	(1,471	)


~~(1)~~	~~The May 2011 interest rate swaps were de-designated in March 2013. The Combination Swaps were de-designated in July 2013.~~

~~Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the nine-month periods ended~~ ~~September 29, 2013~~ ~~and~~ ~~September 30, 2012~~:


~~(1)~~	~~The cross-currency swaps became ineffective and were de-designated in August 2009.~~


~~(2)~~	~~The May 2011 interest rate swaps were de-designated in March 2013. The Combination Swaps were de-designated in July 2013.~~

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(In thousands)
Amount of Gain (Loss)
Recognized in Accumulated OCI on Derivatives
(Effective Portion)

Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)

Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
Twelve months ended Twelve months ended Twelve months ended Twelve months ended Twelve months ended Twelve months ended
9/29/13 9/30/12 9/29/13 9/30/12 9/29/13 9/30/12
Interest rate swaps $ (769 ) $ (873 ) Interest Expense $ (5,820 ) $ (12,027 ) Net effect of swaps $ 3,703
$ 4,797



(In thousands)	Amount of Gain (Loss) Recognized in Accumulated OCI on Derivatives (Effective Portion)					Amount and Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)							Amount and Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion)
Derivatives designated as Cash Flow Hedging Relationships	Twelve months ended			Twelve months ended			Twelve months ended			Twelve months ended				Twelve months ended		Twelve months ended
Derivatives designated as Cash Flow Hedging Relationships	3/30/14			3/31/13			3/30/14			3/31/13				3/30/14		3/31/13
Interest rate swaps	$	(6,658	)	$	2,286	Interest Expense	$	(2,797	)	$	(12,031	)	Net effect of swaps	$	3,268	$	435



(In thousands)	Amount and Location of Gain (Loss) Recognized in Income on Derivative
Derivatives not designated as Cash Flow Hedging Relationships		Twelve months ended		Twelve months ended
		3/30/14		3/31/13
Interest rate swaps	Net effect of swaps	6,635		(1,471		)
		$	6,635	$	(1,471	)


~~(1)~~	~~The cross-currency swaps became ineffective and were de-designated in August 2009.~~


~~(2)~~	~~The May 2011 interest rate swaps were de-designated in March 2013. The Combination Swaps were de-designated in July 2013.~~

(7) Fair Value Measurements:

~~Table of Contents~~

The three broad levels of inputs defined by the fair value hierarchy are as follows:

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

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A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Total Level 1 Level 2 Level 3
September 29, 2013
(In thousands)
Interest rate swap agreements⁽¹⁾
$ (5,483 ) $ —
$ (5,483 ) $ —
Interest rate swap agreements⁽²⁾
(26,163 ) —
(26,163 ) —
Net derivative liability $ (31,646 ) $ —
$ (31,646 ) $ —

December 31, 2012
Interest rate swap agreements⁽¹⁾
$ (32,260 ) $ —
$ (32,260 ) $ —
Net derivative liability $ (32,260 ) $ —
$ (32,260 ) $ —

September 30, 2012
Interest rate swap agreements ⁽¹⁾
$ (34,708 ) $ —
$ (34,708 ) $ —
Net derivative liability $ (34,708 ) $ —
$ (34,708 ) $ —



	Total			Level 1		Level 2			Level 3
March 30, 2014
(In thousands)
Interest rate swap agreements⁽¹⁾	$	(6,657	)	$	—	$	(6,657	)	$	—
Interest rate swap agreements⁽²⁾	(21,132		)	—		(21,132		)	—
Net derivative liability	$	(27,789	)	$	—	$	(27,789	)	$	—

December 31, 2013
Interest rate swap agreements⁽¹⁾	$	(3,916	)	$	—	$	(3,916	)	$	—
Interest rate swap agreements ⁽²⁾	$	(22,746	)	$	—	$	(22,746	)	$	—
Net derivative liability	$	(26,662	)	$	—	$	(26,662	)	$	—

March 31, 2013
Interest rate swap agreements ⁽¹⁾	$	(23,388	)	$	—	$	(23,388	)	$	—
Interest rate swap agreements ⁽²⁾	$	(7,643	)	$	—	$	(7,643	)	$	—
Net derivative liability	$	(31,031	)	$	—	$	(31,031	)	$	—


(1)	Designated as cash flow hedges and are included in “Derivative Liability” on the Unaudited Condensed Consolidated Balance Sheet


(2)	Not designated as cash flow hedges and are included in "Derivative Liability" on the Unaudited Condensed Consolidated Balance Sheet

The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximates fair value because of the short maturity of these instruments.

There were no assets measured at fair value on a non-recurring basis at ~~September 29, 2013~~March 30, 2014 or ~~September 30, 2012~~March 31, 2013, except for as described below.

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(8) Earnings per Unit:

Net income per limited partner unit is calculated based on the following unit amounts:

Three months ended Nine months ended Twelve months ended
9/29/2013 9/30/2012 9/29/2013 9/30/2012 9/29/2013 9/30/2012
(In thousands except per unit amounts)
Basic weighted average units outstanding 55,485
55,611
55,472
55,473
55,460
55,440
Effect of dilutive units:
Unit options and restricted unit awards 189
45
146
42
120
31
Phantom units 189
336
185
333
224
416
Diluted weighted average units outstanding 55,863
55,992
55,803
55,848
55,804
55,887
Net income per unit - basic $ 3.43
$ 2.54
$ 2.32
$ 2.02
$ 2.13
$ 1.91
Net income per unit - diluted $ 3.41
$ 2.52
$ 2.31
$ 2.01
$ 2.12
$ 1.89



	Three months ended						Twelve months ended
	3/30/2014			3/31/2013			3/30/2014		3/31/2013
	(In thousands except per unit amounts)
Basic weighted average units outstanding	55,500			55,854			55,531		55,694
Effect of dilutive units:
Unit options and restricted unit awards	—			—			209		63
Phantom units	—			—			170		299
Diluted weighted average units outstanding	55,500			55,854			55,910		56,056
Net income per unit - basic	$	(1.51	)	$	(1.95	)	$	2.41	$	1.04
Net income per unit - diluted	$	(1.51	)	$	(1.95	)	$	2.39	$	1.04

(9) Income and Partnership Taxes:

(10) Contingencies:

~~(11) Restatement:~~

~~The Partnership has made the following correction relating to its use of the composite depreciation method.~~

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~~The tables below reflect the impact on the financial statements of the correction as described above.~~

~~Table of Contents~~

~~(12)~~(11) Changes in Accumulated Other Comprehensive Income (Loss) by Component:



	Changes in Accumulated Other Comprehensive Income by Component ⁽¹⁾
(In thousands)
		Gains and Losses
		on Cash Flow Hedges			Foreign Currency Items
							Total
Balance at December 31, 2013		$	(15,013	)	$	5	$	(15,008	)

Other comprehensive income before reclassifications, net of tax $413 and ($932), respectively		(2,328		)	1,621		(707		)

Amounts reclassified from accumulated other comprehensive income, net of tax ($307) ⁽²⁾		1,678			—		1,678

Net other comprehensive income		(650		)	1,621		971

March 30, 2014		$	(15,663	)	$	1,626	$	(14,037	)

(1) All amounts are net of tax. Amounts in parentheses indicate debits.

(2) See Reclassifications Out of Accumulated Other Comprehensive Income table below for reclassification details.



	Changes in Accumulated Other Comprehensive Income by Component ⁽¹⁾
(In thousands)
		Gains and Losses
		on Cash Flow Hedges			Foreign Currency Items
								Total
Balance at December 31, 2012		$	(25,749	)	$	(2,751	)	$	(28,500	)

Other comprehensive income before reclassifications, net of tax $326 and ($174), respectively		1,940			301			2,241

Amounts reclassified from accumulated other comprehensive income, net of tax ($1,229) ⁽²⁾		6,945			—			6,945

Net other comprehensive income		8,885			301			9,186

March 31, 2013		$	(16,864	)	$	(2,450	)	$	(19,314	)

(1) All amounts are net of tax. Amounts in parentheses indicate debits.

(2) See Reclassifications Out of Accumulated Other Comprehensive Income table below for reclassification details.

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	Changes in Accumulated Other Comprehensive Income by Component ⁽¹⁾
(In thousands)
		Gains and Losses
		on Cash Flow Hedges			Foreign Currency Items
								Total
Balance at March 31, 2013		$	(16,864	)	$	(2,450	)	$	(19,314	)

Other comprehensive income before reclassifications, net of tax $1,144 and ($2,343), respectively		(5,514		)	4,076			(1,438		)

Amounts reclassified from accumulated other comprehensive income, net of tax ($1,228)⁽²⁾		6,715			—			6,715

Net other comprehensive income		1,201			4,076			5,277

March 30, 2014		$	(15,663	)	$	1,626		$	(14,037	)

(1) All amounts are net of tax. Amounts in parentheses indicate debits.

(2) See Reclassifications Out of Accumulated Other Comprehensive Income table below for reclassification details.



	Changes in Accumulated Other Comprehensive Income by Component ⁽¹⁾
(In thousands)
		Gains and Losses
		on Cash Flow Hedges			Foreign Currency Items
								Total
Balance at March 25, 2012		$	(25,549	)	$	(4,289	)	$	(29,838	)

Other comprehensive income before reclassifications, net of tax ($298) and ($1,058), respectively		1,988			1,839			3,827

Amounts reclassified from accumulated other comprehensive income, net of tax ($1,445) ⁽²⁾		6,697			—			6,697

Net other comprehensive income		8,685			1,839			10,524

March 31, 2013		$	(16,864	)	$	(2,450	)	$	(19,314	)

(1) All amounts are net of tax. Amounts in parentheses indicate debits.

(2) See Reclassifications Out of Accumulated Other Comprehensive Income table below for reclassification details.

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Reclassifications Out of Accumulated Other Comprehensive Income ⁽¹⁾
(In thousands)
Details about Accumulated Other Comprehensive Income Components	Amount Reclassified from Accumulated Other Comprehensive Income												Affected Line Item in the Statement Where Net Income is Presented
Gains and losses on cash flow hedges	3 months ended 3/30/14			3 months ended 3/31/13			12 months ended 3/30/14			12 months ended 3/31/13
Interest rate contracts	$	1,985		$	8,174		$	7,943		$	8,142		Net effect of swaps
	$	1,985		$	8,174		$	7,943		$	8,142		Total before tax
	(307		)	(1,229		)	(1,228		)	(1,445		)	Benefit for taxes
	$	1,678		$	6,945		$	6,715		$	6,697		Net of tax

(1) Amounts in parentheses indicate debits.

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~~(13)~~(12) Consolidating Financial Information of Guarantors and Issuers:



(in thousands)	Cedar Fair L.P. (Parent)		Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries		Eliminations			Total

Three months ended March 31, 2013
Investment in joint ventures and affiliates	$	65,636	$	58,171		$	(2,442	)	$	32,098	$	(153,463	)	$	—

Twelve months ended March 31, 2013
Investment in joint ventures and affiliates	43,043		(49,642		)	(2,479		)	4,568		4,510			—

~~The consolidating financial information has been corrected for~~These revisions had no effect on the ~~information described in Note 11.~~

Partnership's Unaudited Condensed Consolidated Balance Sheets, Statements of Operations and Comprehensive Income, Statements of Partner's Equity, or Statements of Cash Flows.

2319

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CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

~~September 29, 2013~~March 30, 2014

(In thousands)

Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
ASSETS
Current Assets:
Cash and cash equivalents $ 133,000
$ 2,293
$ 36,187
$ 12,002
$ —
$ 183,482
Receivables 12
124,478
70,303
589,797
(742,056 ) 42,534
Inventories —
1,578
2,090
25,648
—
29,316
Current deferred tax asset —
3,708
816
3,661
—
8,185
Income tax refundable —
—
662
—
—
662
Other current assets 995
3,558
613
3,798
—
8,964
134,007
135,615
110,671
634,906
(742,056 ) 273,143
Property and Equipment (net) 450,205
985
248,484
815,000
—
1,514,674
Investment in Park 548,241
824,356
143,548
81,719
(1,597,864 ) —
Goodwill 9,061
—
121,657
111,218
—
241,936
Other Intangibles, net —
—
17,228
22,797
—
40,025
Deferred Tax Asset —
30,316
—
90
(30,406 ) —
Intercompany Receivable 877,010
1,069,069
1,113,983
—
(3,060,062 ) —
Other Assets 13,196
9,031
6,902
2,140
—
31,269
$ 2,031,720
$ 2,069,372
$ 1,762,473
$ 1,667,870
$ (5,430,388 ) $ 2,101,047
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt $ 6,300
$ 6,300
$ 6,300
$ —
$ (12,600 ) $ 6,300
Accounts payable 281,983
159,781
7,802
314,367
(742,056 ) 21,877
Deferred revenue —
—
1,951
35,676
—
37,627
Accrued interest 2,677
1,593
5,983
—
—
10,253
Accrued taxes 5,413
29,386
—
4,594
—
39,393
Accrued salaries, wages and benefits 1
27,622
2,154
9,844
—
39,621
Self-insurance reserves —
5,545
1,896
16,647
—
24,088
Other accrued liabilities 991
4,077
694
1,856
—
7,618
297,365
234,304
26,780
382,984
(754,656 ) 186,777
Deferred Tax Liability —
—
61,143
126,866
(30,406 ) 157,603
Derivative Liability 18,407
13,239
—
—
—
31,646
Other Liabilities —
5,573
—
3,500
—
9,073
Long-Term Debt:
Term debt 622,125
622,125
622,125
—
(1,244,250 ) 622,125
Notes 901,606
901,606
901,606
—
(1,803,212 ) 901,606
1,523,731
1,523,731
1,523,731
—
(3,047,462 ) 1,523,731

Equity 192,217
292,525
150,819
1,154,520
(1,597,864 ) 192,217
$ 2,031,720
$ 2,069,372
$ 1,762,473
$ 1,667,870
$ (5,430,388 ) $ 2,101,047



	Cedar Fair L.P. (Parent)		Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	571	$	3,524	$	4,772	$	—		$	8,867
Receivables	59		96,547		76,669		530,662		(684,307		)	19,630
Inventories	—		3,794		2,841		31,629		—			38,264
Current deferred tax asset	—		22,409		800		3,444		—			26,653
Other current assets	325		10,578		5,589		15,891		(2,363		)	30,020
	384		133,899		89,423		586,398		(686,670		)	123,434
Property and Equipment (net)	455,780		8,110		240,175		829,897		—			1,533,962
Investment in Park	443,179		744,425		138,604		35,052		(1,361,260		)	—
Goodwill	9,061		—		113,249		111,218		—			233,528
Other Intangibles, net	—		—		16,037		22,883		—			38,920
Deferred Tax Asset	—		30,296		—		117		(30,413		)	—
Intercompany Receivable	—		—		—		—		—			—
Other Assets	12,213		22,179		6,087		2,912		—			43,391
	$	920,617	$	938,909	$	603,575	$	1,588,477	$	(2,078,343	)	$	1,973,235
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	827	$	590	$	33	$	—	$	—		$	1,450
Accounts payable	173,364		230,516		10,818		314,637		(684,307		)	45,028
Deferred revenue	—		85		4,048		66,015		—			70,148
Accrued interest	2,580		1,567		5,926		—		—			10,073
Accrued taxes	4,757		849		—		3,209		(2,363		)	6,452
Accrued salaries, wages and benefits	—		18,183		503		5,833		—			24,519
Self-insurance reserves	—		5,431		1,664		15,601		—			22,696
Other accrued liabilities	280		3,086		125		1,405		—			4,896
	181,808		260,307		23,117		406,700		(686,670		)	185,262
Deferred Tax Liability	—		—		56,045		131,649		(30,413		)	157,281
Derivative Liability	16,281		11,508		—		—		—			27,789
Other Liabilities	—		4,358		—		3,397		—			7,755
Long-Term Debt:
Revolving credit loans	55,000		—		—		—		—			55,000
Term debt	351,840		251,371		14,189		—		—			617,400
Notes	294,897		205,103		401,957		—		—			901,957
	701,737		456,474		416,146		—		—			1,574,357

Equity	20,791		206,262		108,267		1,046,731		(1,361,260		)	20,791
	$	920,617	$	938,909	$	603,575	$	1,588,477	$	(2,078,343	)	$	1,973,235

2420

Table of Contents

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

December 31, ~~2012~~2013

(In thousands)

Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
ASSETS
Current Assets:
Cash and cash equivalents $ 25,000
$ 444
$ 50,173
$ 3,213
$ —
$ 78,830
Receivables 4
101,093
71,099
498,555
(652,559 ) 18,192
Inventories —
1,724
2,352
23,764
—
27,840
Current deferred tax asset —
3,705
816
3,663
—
8,184
Other current assets 563
17,858
530
5,490
(16,381 ) 8,060
25,567
124,824
124,970
534,685
(668,940 ) 141,106
Property and Equipment (net) 439,506
1,013
268,157
835,596
—
1,544,272
Investment in Park 485,136
772,183
115,401
53,790
(1,426,510 ) —
Goodwill 9,061
—
125,942
111,218
—
246,221
Other Intangibles, net —
—
17,835
22,817
—
40,652
Deferred Tax Asset —
36,443
—
90
(36,533 ) —
Intercompany Receivable 877,612
1,070,125
1,116,623
—
(3,064,360 ) —
Other Assets 22,048
14,832
8,419
2,315
—
47,614
$ 1,858,930
$ 2,019,420
$ 1,777,347
$ 1,560,511
$ (5,196,343 ) $ 2,019,865
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Accounts payable $ 147,264
$ 213,279
$ 16,101
$ 286,649
$ (652,559 ) $ 10,734
Deferred revenue —
—
4,996
34,489
—
39,485
Accrued interest 98
64
15,350
—
—
15,512
Accrued taxes 4,518
—
6,239
23,437
(16,381 ) 17,813
Accrued salaries, wages and benefits —
17,932
1,214
5,690
—
24,836
Self-insurance reserves —
5,528
1,754
16,624
—
23,906
Other accrued liabilities 1,110
2,502
140
2,164
—
5,916
152,990
239,305
45,794
369,053
(668,940 ) 138,202
Deferred Tax Liability —
—
63,460
126,865
(36,533 ) 153,792
Derivative Liability 19,309
12,951
—
—
—
32,260
Other Liabilities —
5,480
—
3,500
—
8,980
Long-Term Debt:
Term debt 1,131,100
1,131,100
1,131,100
—
(2,262,200 ) 1,131,100
Notes 401,080
401,080
401,080
—
(802,160 ) 401,080
1,532,180
1,532,180
1,532,180
—
(3,064,360 ) 1,532,180

Equity 154,451
229,504
135,913
1,061,093
(1,426,510 ) 154,451
$ 1,858,930
$ 2,019,420
$ 1,777,347
$ 1,560,511
$ (5,196,343 ) $ 2,019,865



	Cedar Fair L.P. (Parent)		Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	75,000	$	4,144	$	35,575	$	3,337	$	—		$	118,056
Receivables	6		115,972		67,829		552,633		(715,107		)	21,333
Inventories	—		1,968		1,898		22,214		—			26,080
Current deferred tax asset	—		5,430		800		3,445		—			9,675
Other current assets	599		4,443		14,266		7,764		(15,719		)	11,353
	75,605		131,957		120,368		589,393		(730,826		)	186,497
Property and Equipment (net)	447,724		976		243,208		813,855		—			1,505,763
Investment in Park	514,948		796,735		142,668		63,948		(1,518,299		)	—
Goodwill	9,061		—		117,810		111,218		—			238,089
Other Intangibles, net	—		—		16,683		22,788		—			39,471
Deferred Tax Asset	—		31,122		—		117		(31,239		)	—
Other Assets	25,210		10,002		6,657		2,938		—			44,807
	$	1,072,548	$	970,792	$	647,394	$	1,604,257	$	(2,280,364	)	$	2,014,627
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Accounts payable	$	259,850	$	188,818	$	17,632	$	262,029	$	(715,107	)	$	13,222
Deferred revenue	—		—		2,815		41,706		—			44,521
Accrued interest	4,637		3,223		15,341		—		—			23,201
Accrued taxes	4,609		—		—		30,591		(15,719		)	19,481
Accrued salaries, wages and benefits	—		21,596		1,101		6,503		—			29,200
Self-insurance reserves	—		5,757		1,742		16,154		—			23,653
Other accrued liabilities	1,146		2,993		181		1,201		—			5,521
	270,242		222,387		38,812		358,184		(730,826		)	158,799
Deferred Tax Liability	—		—		57,704		131,648		(31,239		)	158,113
Derivative Liability	15,610		11,052		—		—		—			26,662
Other Liabilities	—		7,858		—		3,432		—			11,290
Long-Term Debt:
Term debt	352,668		251,961		14,221		—		—			618,850
Notes	294,897		205,103		401,782		—		—			901,782
	647,565		457,064		416,003		—		—			1,520,632

Equity	139,131		272,431		134,875		1,110,993		(1,518,299		)	139,131
	$	1,072,548	$	970,792	$	647,394	$	1,604,257	$	(2,280,364	)	$	2,014,627

2521

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CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

~~September 30, 2012~~ ~~(As restated)~~March 31, 2013

(In thousands)

Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
ASSETS
Current Assets:
Cash and cash equivalents $ 43,000
$ 2,263
$ 40,278
$ 10,561
$ —
$ 96,102
Receivables 3
108,211
64,153
478,372
(621,382 ) 29,357
Inventories —
1,584
2,742
29,267
—
33,593
Current deferred tax asset —
6,239
772
3,334
—
10,345
Income tax refundable —
—
10,454
—
—
10,454
Other current assets 929
2,065
674
3,775
—
7,443
43,932
120,362
119,073
525,309
(621,382 ) 187,294
Property and Equipment (net) 425,747
1,025
272,951
856,276
—
1,555,999
Investment in Park 572,748
786,753
115,271
60,141
(1,534,913 ) —
Goodwill 9,061
—
127,384
111,218
—
247,663
Other Intangibles, net —
—
18,039
22,826
—
40,865
Deferred Tax Asset —
39,320
—
—
(39,320 ) —
Intercompany Receivable 877,208
1,069,721
1,116,623
—
(3,063,552 ) —
Other Assets 23,361
15,580
8,925
2,305
—
50,171
$ 1,952,057
$ 2,032,761
$ 1,778,266
$ 1,578,075
$ (5,259,167 ) $ 2,081,992
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Accounts payable $ 210,936
$ 116,160
$ 29,248
$ 287,634
$ (621,382 ) $ 22,596
Deferred revenue —
—
4,544
30,138
—
34,682
Accrued interest 735
195
6,082
—
—
7,012
Accrued taxes 5,818
42,090
—
4,496
—
52,404
Accrued salaries, wages and benefits —
24,864
2,365
8,990
—
36,219
Self-insurance reserves —
4,751
1,698
16,643
—
23,092
Other accrued liabilities 824
4,097
2,417
3,505
—
10,843
218,313
192,157
46,354
351,406
(621,382 ) 186,848
Deferred Tax Liability —
—
59,462
119,971
(39,320 ) 140,113
Derivative Liability 20,801
13,907
—
—
—
34,708
Other Liabilities —
3,880
—
3,500
—
7,380
Long-Term Debt:
Term debt 1,131,100
1,131,100
1,131,100
—
(2,262,200 ) 1,131,100
Notes 400,676
400,676
400,676
—
(801,352 ) 400,676
1,531,776
1,531,776
1,531,776
—
(3,063,552 ) 1,531,776

Equity 181,167
291,041
140,674
1,103,198
(1,534,913 ) 181,167
$ 1,952,057
$ 2,032,761
$ 1,778,266
$ 1,578,075
$ (5,259,167 ) $ 2,081,992



	Cedar Fair L.P. (Parent)		Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	732	$	4,125	$	5,181	$	—		$	10,038
Receivables	682		79,472		67,302		436,595		(570,709		)	13,342
Inventories	—		3,645		3,032		32,386		—			39,063
Current deferred tax asset	—		31,543		816		3,663		—			36,022
Other current assets	207		9,630		1,618		16,260		—			27,715
	889		125,022		76,893		494,085		(570,709		)	126,180
Property and Equipment (net)	457,484		1,003		262,941		849,424		—			1,570,852
Investment in Park	419,501		714,013		115,401		21,689		(1,270,604		)	—
Goodwill	9,061		—		123,374		111,218		—			243,653
Other Intangibles, net	—		—		17,470		22,853		—			40,323
Deferred Tax Asset	—		34,890		—		90		(34,980		)	—
Other Assets	14,581		10,291		7,473		2,303		—			34,648
	$	901,516	$	885,219	$	603,552	$	1,501,662	$	(1,876,293	)	$	2,015,656
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	3,332	$	2,823	$	145	$	—	$	—		$	6,300
Accounts payable	103,654		215,425		3,891		285,182		(570,709		)	37,443
Deferred revenue	—		—		6,679		59,505		—			66,184
Accrued interest	1,444		916		5,979		—		—			8,339
Accrued taxes	4,790		390		331		3,489		—			9,000
Accrued salaries, wages and benefits	—		13,483		1,095		5,604		—			20,182
Self-insurance reserves	—		5,324		1,696		16,537		—			23,557
Other accrued liabilities	589		5,161		133		1,984		—			7,867
	113,809		243,522		19,949		372,301		(570,709		)	178,872
Deferred Tax Liability	—		—		62,700		126,867		(34,980		)	154,587
Derivative Liability	18,594		12,437		—		—		—			31,031
Other Liabilities	—		4,185		—		3,500		—			7,685
Long-Term Debt:
Revolving credit loans	96,000		—		—		—		—			96,000
Term debt	355,690		253,677		14,333		—		—			623,700
Notes	294,897		205,103		401,255		—		—			901,255
	746,587		458,780		415,588		—		—			1,620,955

Equity	22,526		166,295		105,315		998,994		(1,270,604		)	22,526
	$	901,516	$	885,219	$	603,552	$	1,501,662	$	(1,876,293	)	$	2,015,656

2622

Table of Contents

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the Three Months Ended ~~September 29, 2013~~
March 30, 2014

(In thousands)

Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total

Net revenues $ 83,285
$ 161,866
$ 82,265
$ 509,467
$ (244,807 ) $ 592,076
Costs and expenses:
Cost of food, merchandise and games revenues —
—
6,082
39,761
—
45,843
Operating expenses 1,669
76,468
19,042
318,022
(244,807 ) 170,394
Selling, general and administrative 1,796
38,083
4,781
14,067
—
58,727
Depreciation and amortization 18,306
10
8,979
30,200
—
57,495
Gain on sale of other assets —
—
—
(8,743 ) —
(8,743 )
Loss on impairment / retirement of fixed assets, net 368
—
1
1,268
—
1,637
22,139
114,561
38,885
394,575
(244,807 ) 325,353
Operating income 61,146
47,305
43,380
114,892
—
266,723
Interest expense (income), net 10,858
6,901
9,731
(1,978 ) —
25,512
Net effect of swaps 810
567
—
—
—
1,377
Unrealized / realized foreign currency gain —
—
(8,615 ) —
—
(8,615 )
Other (income) expense 188
(2,129 ) 584
1,357
—
—
Income from investment in affiliates (146,054 ) (78,714 ) (13,606 ) (40,904 ) 279,278
—
Net income before taxes 195,344
120,680
55,286
156,417
(279,278 ) 248,449
Provision for taxes 4,920
14,537
14,390
24,178
—
58,025
Net income $ 190,424
$ 106,143
$ 40,896
$ 132,239
$ (279,278 ) $ 190,424
Other comprehensive income (loss), (net of tax):
Cumulative foreign currency translation adjustment (699 ) —
(699 ) —
699
(699 )
Unrealized income (loss) on cash flow hedging derivatives (2,761 ) (1,202 ) —
—
1,202
(2,761 )
Other comprehensive income (loss), (net of tax) (3,460 ) (1,202 ) (699 ) —
1,901
(3,460 )
Total Comprehensive Income $ 186,964
$ 104,941
$ 40,197
$ 132,239
$ (277,377 ) $ 186,964



	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total

Net revenues	$	4,755		$	8,679		$	151		$	40,312		$	(13,431	)	$	40,466
Costs and expenses:
Cost of food, merchandise, and games revenues	—			—			1			4,984			—			4,985
Operating expenses	1,348			22,462			6,937			63,034			(13,431		)	80,350
Selling, general and administrative	1,396			16,672			873			2,463			—			21,404
Depreciation and amortization	474			9			—			3,824			—			4,307
Gain on sale of other assets	—			—			—			—			—			—
Loss on impairment / retirement of fixed assets, net	249			—			—			748			—			997
	3,467			39,143			7,811			75,053			(13,431		)	112,043
Operating income	1,288			(30,464		)	(7,660		)	(34,741		)	—			(71,577		)
Interest expense (income), net	10,199			7,011			9,468			(2,019		)	—			24,659
Net effect of swaps	194			177			—			—			—			371
Unrealized / realized foreign currency gain	—			—			17,184			—			—			17,184
Other (income) expense	187			(3,274		)	374			2,713			—			—
Loss from investment in affiliates	73,588			47,143			4,064			28,244			(153,039		)	—
Loss before taxes	(82,880		)	(81,521		)	(38,750		)	(63,679		)	153,039			(113,791		)
Provision (benefit) for taxes	660			(10,422		)	(10,506		)	(9,983		)	—			(30,251		)
Net loss	$	(83,540	)	$	(71,099	)	$	(28,244	)	$	(53,696	)	$	153,039		$	(83,540	)
Other comprehensive income (loss), (net of tax):
Cumulative foreign currency translation adjustment	1,621			—			1,621			—			(1,621		)	1,621
Unrealized income (loss) on cash flow hedging derivatives	(650		)	(173		)	—			—			173			(650		)
Other comprehensive income (loss), (net of tax)	971			(173		)	1,621			—			(1,448		)	971
Total Comprehensive Income	$	(82,569	)	$	(71,272	)	$	(26,623	)	$	(53,696	)	$	151,591		$	(82,569	)

2723

Table of Contents

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the Three Months Ended ~~September 30, 2012~~ ~~(As restated)~~March 31, 2013

(In thousands)

Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total

Net revenues $ 79,663
$ 141,134
$ 88,334
$ 464,902
$ (220,588 ) $ 553,445
Costs and expenses:
Cost of food, merchandise and games revenues —
—
6,447
40,906
—
47,353
Operating expenses 1,368
74,191
18,736
289,604
(220,588 ) 163,311
Selling, general and administrative 1,853
32,627
4,822
13,691
—
52,993
Depreciation and amortization 19,209
10
9,430
31,574
—
60,223
Loss on impairment / retirement of fixed assets, net 25,000
—
—
—
—
25,000
47,430
106,828
39,435
375,775
(220,588 ) 348,880
Operating income 32,233
34,306
48,899
89,127
—
204,565
Interest expense, net 12,213
7,258
9,897
(2,518 ) —
26,850
Net effect of swaps (104 ) (71 ) —
—
—
(175 )
Unrealized / realized foreign currency gain —
—
(15,035 ) —
—
(15,035 )
Other (income) expense 186
(2,043 ) 512
1,345
—
—
Income from investment in affiliates (125,636 ) (79,925 ) (11,355 ) (45,354 ) 262,270
—
Income before taxes 145,574
109,087
64,880
135,654
(262,270 ) 192,925
Provision for taxes 4,561
9,777
17,181
20,393
—
51,912
Net income $ 141,013
$ 99,310
$ 47,699
$ 115,261
$ (262,270 ) $ 141,013
Other comprehensive income (loss), (net of tax):
Cumulative foreign currency translation adjustment (563 ) —
(563 ) —
563
(563 )
Unrealized income (loss) on cash flow hedging derivatives (234 ) 48
—
—
(48 ) (234 )
Other comprehensive income (loss), (net of tax) (797 ) 48
(563 ) —
515
(797 )
Total Comprehensive Income $ 140,216
$ 99,358
$ 47,136
$ 115,261
$ (261,755 ) $ 140,216



	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total

Net revenues	$	4,317		$	8,371		$	289		$	41,510		$	(12,688	)	$	41,799
Costs and expenses:
Cost of food, merchandise, and games revenues	—			—			—			5,037			—			5,037
Operating expenses	1,423			21,606			5,941			60,375			(12,688		)	76,657
Selling, general and administrative	1,292			16,613			711			2,423			—			21,039
Depreciation and amortization	475			9			—			4,302			—			4,786
Loss on impairment / retirement of fixed assets, net	36			—			478			86			—			600
	3,226			38,228			7,130			72,223			(12,688		)	108,119
Operating income	1,091			(29,857		)	(6,841		)	(30,713		)	—			(66,320		)
Interest expense, net	10,512			7,677			9,764			(2,230		)	—			25,723
Net effect of swaps	5,635			3,576			—			—			—			9,211
Loss on early debt extinguishment	21,175			12,781			617			—			—			34,573
Unrealized / realized foreign currency gain	—			—			8,958			—			—			8,958
Other (income) expense	188			(2,388		)	800			1,400			—			—
Loss from investment in affiliates	72,096			35,640			3,520			21,227			(132,483		)	—
Loss before taxes	(108,515		)	(87,143		)	(30,500		)	(51,110		)	132,483			(144,785		)
Provision (benefit) for taxes	611			(17,665		)	(9,254		)	(9,351		)	—			(35,659		)
Net loss	$	(109,126	)	$	(69,478	)	$	(21,246	)	$	(41,759	)	$	132,483		$	(109,126	)
Other comprehensive income (loss), (net of tax):
Cumulative foreign currency translation adjustment	301			—			301			—			(301		)	301
Unrealized income (loss) on cash flow hedging derivatives	8,885			2,535			—			—			(2,535		)	8,885
Other comprehensive income (loss), (net of tax)	9,186			2,535			301			—			(2,836		)	9,186
Total Comprehensive Income	$	(99,940	)	$	(66,943	)	$	(20,945	)	$	(41,759	)	$	129,647		$	(99,940	)

~~Table of Contents~~

~~CEDAR FAIR, L.P.~~

~~UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME~~

~~For the Nine Months Ended~~ ~~September 29, 2013~~

~~(In thousands)~~

~~Table of Contents~~

~~CEDAR FAIR, L.P.~~

~~UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME~~

~~For the Nine Months Ended~~ ~~September 30, 2012(As restated)~~

~~(In thousands)~~

3024

Table of Contents

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the Twelve Months Ended ~~September 29, 2013~~March 30, 2014

(In thousands)

Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total

Net revenues $ 152,379
$ 292,510
$ 127,485
$ 996,647
$ (444,321 ) $ 1,124,700
Costs and expenses:
Cost of food, merchandise and games revenues —
—
9,404
83,651
—
93,055
Operating expenses 5,739
179,465
48,104
669,919
(444,321 ) 458,906
Selling, general and administrative 5,964
97,351
10,618
34,423
—
148,356
Depreciation and amortization 35,896
40
17,581
68,891
—
122,408
(Gain) on sale of other assets —
—
—
(15,368 ) —
(15,368 )
Loss on impairment / retirement of fixed assets, net 1,318
—
476
6,578
—
8,372
48,917
276,856
86,183
848,094
(444,321 ) 815,729
Operating income 103,462
15,654
41,302
148,553
—
308,971
Interest (income) expense, net 43,667
29,195
39,310
(8,465 ) —
103,707
Net effect of swaps 4,964
3,177
—
—
—
8,141
Loss on early debt extinguishment 21,175
12,781
617
—
—
34,573
Unrealized / realized foreign currency loss —
—
20,157
—
—
20,157
Other (income) expense 751
(9,033 ) 2,766
5,516
—
—
Income from investment in affiliates (95,234 ) (51,316 ) (18,019 ) (8,239 ) 172,808
—
Income (loss) before taxes 128,139
30,850
(3,529 ) 159,741
(172,808 ) 142,393
Provision (benefit) for taxes 9,776
(8,530 ) (11,708 ) 34,492
—
24,030
Net income $ 118,363
$ 39,380
$ 8,179
$ 125,249
$ (172,808 ) $ 118,363
Other comprehensive income, (net of tax):
Cumulative foreign currency translation adjustment 2,814
—
2,814
—
(2,814 ) 2,814
Unrealized income on cash flow hedging derivatives 9,740
2,385
—
—
(2,385 ) 9,740
Other comprehensive income, (net of tax) 12,554
2,385
2,814
—
(5,199 ) 12,554
Total Comprehensive Income $ 130,917
$ 41,765
$ 10,993
$ 125,249
$ (178,007 ) $ 130,917



	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total

Net revenues	$	152,907		$	296,385		$	127,554		$	1,005,271		$	(448,878	)	$	1,133,239
Costs and expenses:
Cost of food, merchandise, and games revenues	—			—			9,323			82,397			—			91,720
Operating expenses	5,928			184,460			48,766			685,761			(448,878		)	476,037
Selling, general and administrative	5,821			100,884			11,146			34,926			—			152,777
Depreciation and amortization	36,806			37			17,333			67,832			—			122,008
(Gain) on sale of other assets	—			—			—			(8,743		)	—			(8,743		)
Loss on impairment / retirement of fixed assets, net	637			—			1			2,298			—			2,936
	49,192			285,381			86,569			864,471			(448,878		)	836,735
Operating income	103,715			11,004			40,985			140,800			—			296,504
Interest (income) expense, net	42,317			28,209			39,080			(7,753		)	—			101,853
Net effect of swaps	(1,251		)	(706		)	—			—			—			(1,957		)
Loss on early debt extinguishment	—			—			—			—			—			—
Unrealized / realized foreign currency loss	—			—			37,167			—			—			37,167
Other (income) expense	749			(12,143		)	3,253			8,141			—			—
Income (loss) from investment in affiliates	(82,065		)	(26,017		)	(16,894		)	9,494			115,482			—
Income (loss) before taxes	143,965			21,661			(21,621		)	130,918			(115,482		)	159,441
Provision (benefit) for taxes	10,175			(4,890		)	(12,108		)	32,474			—			25,651
Net income (loss)	$	133,790		$	26,551		$	(9,513	)	$	98,444		$	(115,482	)	$	133,790
Other comprehensive income, (net of tax):
Cumulative foreign currency translation adjustment	4,076			—			4,076			—			(4,076		)	4,076
Unrealized income on cash flow hedging derivatives	1,201			140			—			—			(140		)	1,201
Other comprehensive income, (net of tax)	5,277			140			4,076			—			(4,216		)	5,277
Total Comprehensive Income	$	139,067		$	26,691		$	(5,437	)	$	98,444		$	(119,698	)	$	139,067

3125

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CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the Twelve Months Ended ~~September 30, 2012~~ ~~(As restated)~~March 31, 2013

(In thousands)

Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total

Net revenues $ 147,733
$ 261,878
$ 142,250
$ 941,465
$ (409,232 ) $ 1,084,094
Costs and expenses:
Cost of food, merchandise and games revenues —
—
10,531
85,471
—
96,002
Operating expenses 5,452
180,665
47,134
636,106
(409,232 ) 460,125
Selling, general and administrative 6,865
90,892
11,650
36,381
—
145,788
Depreciation and amortization 37,698
41
18,300
71,152
—
127,191
Loss (gain) on impairment / retirement of fixed assets, net 24,188
—
(62 ) 10,383
—
34,509
74,203
271,598
87,553
839,493
(409,232 ) 863,615
Operating income (loss) 73,530
(9,720 ) 54,697
101,972
—
220,479
Interest expense, net 50,007
28,592
44,583
(6,813 ) —
116,369
Net effect of swaps (5,019 ) (1 ) (5,910 ) —
—
(10,930 )
Unrealized / realized foreign currency gain —
—
(18,721 ) —
—
(18,721 )
Other (income) expense 749
(10,205 ) 1,498
7,958
—
—
Income from investment in affiliates (88,216 ) (50,693 ) (9,456 ) (21,713 ) 170,078
—
Income before taxes 116,009
22,587
42,703
122,540
(170,078 ) 133,761
Provision (benefit) for taxes 10,106
(29,298 ) 20,942
26,108
—
27,858
Net income $ 105,903
$ 51,885
$ 21,761
$ 96,432
$ (170,078 ) $ 105,903
Other comprehensive income (loss), (net of tax):
Cumulative foreign currency translation adjustment (2,672 ) —
(2,672 ) —
2,672
(2,672 )
Unrealized income (loss) on cash flow hedging derivatives (397 ) (109 ) 21
—
88
(397 )
Other comprehensive income (loss), (net of tax) (3,069 ) (109 ) (2,651 ) —
2,760
(3,069 )
Total Comprehensive Income $ 102,834
$ 51,776
$ 19,110
$ 96,432
$ (167,318 ) $ 102,834



	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total

Net revenues	$	148,576		$	263,930		$	140,441		$	941,246		$	(412,138	)	$	1,082,055
Costs and expenses:
Cost of food, merchandise, and games revenues	—			—			10,316			85,682			—			95,998
Operating expenses	5,468			177,526			48,147			637,772			(412,138		)	456,775
Selling, general and administrative	6,455			89,532			11,086			34,293			—			141,366
Depreciation and amortization	37,439			40			18,199			71,335			—			127,013
(Gain) on sale of other assets	—			—			—			(6,625		)	—			(6,625		)
Loss (gain) on impairment / retirement of fixed assets, net	25,089			—			474			5,281			—			30,844
	74,451			267,098			88,222			827,738			(412,138		)	845,371
Operating income (loss)	74,125			(3,168		)	52,219			113,508			—			236,684
Interest expense, net	47,879			30,390			40,231			(9,013		)	—			109,487
Net effect of swaps	5,324			3,365			—			—			—			8,689
Loss on early debt extinguishment	21,175			12,781			617			—			—			34,573
Unrealized / realized foreign currency gain	—			—			8,152			—			—			8,152
Other (income) expense	750			(8,860		)	2,623			5,487			—			—
Income (loss) from investment in affiliates	(68,417		)	(53,593		)	(14,307		)	(18,503		)	154,820			—
Income before taxes	67,414			12,749			14,903			135,537			(154,820		)	75,783
Provision (benefit) for taxes	9,269			(15,849		)	(3,507		)	27,725			—			17,638
Net income	$	58,145		$	28,598		$	18,410		$	107,812		$	(154,820	)	$	58,145
Other comprehensive income (loss), (net of tax):
Cumulative foreign currency translation adjustment	1,839			—			1,839			—			(1,839		)	1,839
Unrealized income (loss) on cash flow hedging derivatives	8,685			2,551			—			—			(2,551		)	8,685
Other comprehensive income (loss), (net of tax)	10,524			2,551			1,839			—			(4,390		)	10,524
Total Comprehensive Income	$	68,669		$	31,149		$	20,249		$	107,812		$	(159,210	)	$	68,669

3226

Table of Contents

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the ~~Nine~~Three Months Ended ~~September 29, 2013~~March 30, 2014

(In thousands)

Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total

NET CASH FROM OPERATING ACTIVITIES $ 337,821
$ 60,434
$ 21,615
$ 66,757
$ (169,672 ) $ 316,955
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
Investment in joint ventures and affiliates (63,105 ) (52,172 ) (29,579 ) (24,816 ) 169,672
—
Sale of other assets —
—
—
15,297
—
15,297
Capital expenditures (43,568 ) —
(5,517 ) (48,449 ) —
(97,534 )
Net cash from investing activities (106,673 ) (52,172 ) (35,096 ) (57,968 ) 169,672
(82,237 )
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Term debt borrowings 359,022
256,500
14,478
—
—
630,000
Note borrowings 294,897
205,103
—
—
—
500,000
Payment of debt issuance costs (14,331 ) (8,028 ) (453 ) —
—
(22,812 )
Term debt payments, including early termination penalties (655,723 ) (462,438 ) (14,514 ) —
—
(1,132,675 )
Distributions (paid) received (107,013 ) 2,555
—
—
—
(104,458 )
Exercise of limited partnership unit options —
43
—
—
—
43
Excess tax benefit from unit-based compensation expense —
(148 ) —
—
—
(148 )
Net cash (for) financing activities (123,148 ) (6,413 ) (489 ) —
—
(130,050 )
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS —
—
(16 ) —
—
(16 )
CASH AND CASH EQUIVALENTS
Net increase (decrease) for the period 108,000
1,849
(13,986 ) 8,789
—
104,652
Balance, beginning of period 25,000
444
50,173
3,213
—
78,830
Balance, end of period $ 133,000
$ 2,293
$ 36,187
$ 12,002
$ —
$ 183,482



	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total

NET CASH FROM OPERATING ACTIVITIES	$	(73,627	)	$	(3,001	)	$	(26,042	)	$	20,317		$	(903	)	$	(83,256	)
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
Capital expenditures	(16,379		)	(4		)	(5,077		)	(18,882		)	—			(40,342		)
Net cash from investing activities	(16,379		)	(4		)	(5,077		)	(18,882		)	—			(40,342		)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Net borrowings on revolving credit loans	55,000			—			—			—			—			55,000
Distributions paid	(39,994		)	—			—			—			903			(39,091		)
Excess tax benefit from unit-based compensation expense	—			(568		)	—			—			—			(568		)
Net cash (for) financing activities	15,006			(568		)	—			—			903			15,341
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			(932		)	—			—			(932		)
CASH AND CASH EQUIVALENTS
Net increase (decrease) for the period	(75,000		)	(3,573		)	(32,051		)	1,435			—			(109,189		)
Balance, beginning of period	75,000			4,144			35,575			3,337			—			118,056
Balance, end of period	$	—		$	571		$	3,524		$	4,772		$	—		$	8,867

3327

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CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the ~~Nine~~Three Months Ended ~~September 30, 2012~~ ~~(As restated)~~March 31, 2013

(In thousands)

Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total

NET CASH FROM OPERATING ACTIVITIES $ 209,022
$ 49,092
$ 9,484
$ 156,240
$ (147,094 ) $ 276,744
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
Investment in joint ventures and affiliates (56,757 ) (70,669 ) 3,557
(23,225 ) 147,094
—
Sale of other assets 1,173
—
—
—
—
1,173
Capital expenditures (29,295 ) (8 ) (14,426 ) (32,081 ) —
(75,810 )
Net cash (for) investing activities (84,879 ) (70,677 ) (10,869 ) (55,306 ) 147,094
(74,637 )
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Derivative settlement —
—
(50,450 ) —
—
(50,450 )
Term debt payments, including early termination penalties (14,468 ) (10,212 ) (320 ) —
—
(25,000 )
Intercompany (payments) receipts —
93,845
—
(93,845 ) —
—
Distributions (paid) received (66,675 ) 110
—
—
—
(66,565 )
Capital (contribution) infusion —
(60,000 ) —
60,000
—
—
—
Exercise of limited partnership unit options —
47
—
—
—
47
Excess tax benefit from unit-based compensation —
(454 ) —
—
—
(454 )
Net cash from (for) financing activities (81,143 ) 23,336
9,230
(93,845 ) —
(142,422 )
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS —
—
893
—
—
893
CASH AND CASH EQUIVALENTS
Net increase for the period 43,000
1,751
8,738
7,089
—
60,578
Balance, beginning of period —
512
31,540
3,472
—
35,524
Balance, end of period $ 43,000
$ 2,263
$ 40,278
$ 10,561
$ —
$ 96,102



	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)				Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations		Total

NET CASH FROM OPERATING ACTIVITIES	$	(52,034	)	$	8,508			$	(44,472	)	$	19,331		$	—	$	(68,667	)
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
Capital expenditures	(17,866		)	—				(600		)	(17,363		)	—		(35,829		)
Net cash (for) investing activities	(17,866		)	—				(600		)	(17,363		)	—		(35,829		)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Net borrowings on revolving credit loans	96,000			—				—			—			—		96,000
Term debt borrowings	359,022			256,500			—	14,478			—			—		630,000
Note borrowings	294,897			205,103				—			—			—		500,000
Payment of debt issuance costs	(14,763		)	(8,538		)		(190		)	—			—		(23,491		)
Term debt payments, including early termination penalties	(654,568		)	(462,054		)		(14,478		)	—			—		(1,131,100		)
Distributions paid	(35,688		)	868				—			—			—		(34,820		)
Exercise of limited partnership unit options	—			28				—			—			—		28
Excess tax benefit from unit-based compensation expense	—			(127		)		—			—			—		(127		)
Net cash from (for) financing activities	44,900			(8,220		)		(190		)	—			—		36,490
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—				(786		)	—			—		(786		)
CASH AND CASH EQUIVALENTS
Net increase for the period	(25,000		)	288				(46,048		)	1,968			—		(68,792		)
Balance, beginning of period	25,000			444				50,173			3,213			—		78,830
Balance, end of period	$	—		$	732			$	4,125		$	5,181		$	—	$	10,038

3428

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CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Twelve Months Ended ~~September 29, 2013~~March 30, 2014

(In thousands)

Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total

NET CASH FROM OPERATING ACTIVITIES $ 258,843
$ 42,367
$ 32,927
$ 52,457
$ (61,746 ) $ 324,848
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
Investment in joint ventures and affiliates 24,507
(37,602 ) (30,743 ) (17,908 ) 61,746
—
Sale of other assets —
—
—
30,182
—
30,182
Capital expenditures (47,938 ) (1 ) (5,532 ) (63,290 ) —
(116,761 )
Net cash (for) investing activities (23,431 ) (37,603 ) (36,275 ) (51,016 ) 61,746
(86,579 )
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Term debt borrowings 359,022
256,500
14,478
—
—
630,000
Note borrowings 294,897
205,103
—
—
—
500,000
Term debt payments, including early termination penalties (655,723 ) (462,438 ) (14,514 ) —
—
(1,132,675 )
Distributions (paid) received (129,277 ) 2,571
—
—
—
(126,706 )
Exercise of limited partnership unit options —
43
—
—
—
43
Payment of debt issuance costs (14,331 ) (8,028 ) (453 ) —
—
(22,812 )
Excess tax benefit from unit-based compensation expense —
1,515
—
—
—
1,515
Net cash (for) financing activities (145,412 ) (4,734 ) (489 ) —
—
(150,635 )
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS —
—
(254 ) —
—
(254 )
CASH AND CASH EQUIVALENTS
Net increase (decrease) for the period 90,000
30
(4,091 ) 1,441
—
87,380
Balance, beginning of period 43,000
2,263
40,278
10,561
—
96,102
Balance, end of period $ 133,000
$ 2,293
$ 36,187
$ 12,002
$ —
$ 183,482



	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total

NET CASH FROM OPERATING ACTIVITIES	$	253,410		$	3,318		$	15,737		$	40,148		$	(3,531	)	$	309,082
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
Sale of other assets	—			—			—			15,297			—			15,297
Capital expenditures	(54,767		)	(4		)	(14,201		)	(55,854		)	—			(124,826		)
Net cash (for) investing activities	(54,767		)	(4		)	(14,201		)	(40,557		)	—			(109,529		)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Net borrowings on revolving credit loans	(41,000		)	—			—			—			—			(41,000		)
Term debt payments, including early termination penalties	(6,612		)	(4,281		)	(257		)	—			—			(11,150		)
Distributions paid	(151,259		)	—			—			—			3,531			(147,728		)
Exercise of limited partnership unit options	—			24			—			—			—			24
Payment of debt issuance costs	228			368			(354		)	—			—			242
Excess tax benefit from unit-based compensation expense	—			414			—			—			—			414
Net cash (for) financing activities	(198,643		)	(3,475		)	(611		)	—			3,531			(199,198		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			(1,526		)	—			—			(1,526		)
CASH AND CASH EQUIVALENTS
Net increase (decrease) for the period	—			(161		)	(601		)	(409		)	—			(1,171		)
Balance, beginning of period	—			732			4,125			5,181			—			10,038
Balance, end of period	$	—		$	571		$	3,524		$	4,772		$	—		$	8,867

3529

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CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Twelve Months Ended ~~September 30, 2012~~ ~~(As restated)~~March 31, 2013

(In thousands)

Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total

NET CASH FROM (FOR) OPERATING ACTIVITIES $ 181,718
$ (157,023 ) $ 8,795
$ 314,835
$ (75,771 ) $ 272,554
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
Investment in joint ventures and affiliates (35,830 ) (42,342 ) 8,488
(6,087 ) 75,771
—
Sale of other assets 1,173
—
—
—
—
1,173
Capital expenditures (33,025 ) (8 ) (23,050 ) (37,037 ) —
(93,120 )
Net cash (for) investing activities (67,682 ) (42,350 ) (14,562 ) (43,124 ) 75,771
(91,947 )
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Intercompany term debt (payments) receipts —
269,500
—
(269,500 ) —
—
Term debt payments, including early termination penalties (14,467 ) (10,213 ) (320 ) —
—
(25,000 )
Derivative settlement —
—
(50,450 ) —
—
(50,450 )
Distributions (paid) received (105,569 ) 261
—
—
—
(105,308 )
Capital (contribution) infusion —
(60,000 ) 60,000
—
—
—
Payment of debt issuance costs —
—
(723 ) —
—
(723 )
Exercise of limited partnership unit options —
53
—
—
—
53
Excess tax benefit from unit-based compensation —
(454 ) —
—
—
(454 )
Net cash from (for) financing activities (120,036 ) 199,147
8,507
(269,500 ) —
(181,882 )
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS —
—
1,065
—
—
1,065
CASH AND CASH EQUIVALENTS
Net increase (decrease) for the period (6,000 ) (226 ) 3,805
2,211
—
(210 )
Balance, beginning of period 49,000
2,489
36,473
8,350
—
96,312
Balance, end of period $ 43,000
$ 2,263
$ 40,278
$ 10,561
$ —
$ 96,102



	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total

NET CASH FROM (FOR) OPERATING ACTIVITIES	$	231,264		$	(87,117	)	$	14,067		$	139,733		$	—		$	297,947
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
Intercompany term debt receipts	—			104,165			—			—			(104,165		)	—
Sale of other assets	1,173			—			—			14,885			—			16,058
Capital expenditures	(43,156		)	(8		)	(8,023		)	(52,075		)	—			(103,262		)
Net cash (for) investing activities	(41,983		)	104,157			(8,023		)	(37,190		)	(104,165		)	(87,204		)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Net borrowings on revolving credit loans	(57,000		)	—			(2,004		)	—			—			(59,004		)
Term debt borrowings	359,022			256,500			14,478			—			—			630,000
Note borrowings	294,897			205,103			—			—			—			500,000
Intercompany term debt payments	—			—			—			(104,165		)	104,165			—
Term debt payments, including early termination penalties	(669,035		)	(472,267		)	(14,798		)	—			—			(1,156,100		)
Distributions paid	(102,402		)	920			—			—			—			(101,482		)
Payment of debt issuance costs	(14,763		)	(8,537		)	(191		)	—			—			(23,491		)
Exercise of limited partnership unit options	—			57			—			—			—			57
Excess tax benefit from unit-based compensation	—			1,519			—			—			—			1,519
Net cash from (for) financing activities	(189,281		)	(16,705		)	(2,515		)	(104,165		)	104,165			(208,501		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			477			—			—			477
CASH AND CASH EQUIVALENTS
Net increase (decrease) for the period	—			335			4,006			(1,622		)	—			2,719
Balance, beginning of period	—			397			119			6,803			—			7,319
Balance, end of period	$	—		$	732		$	4,125		$	5,181		$	—		$	10,038

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Business Overview:

Critical Accounting Policies:

Management believes that judgment and estimates related to the following critical accounting policies could materially affect our consolidated financial statements:

•~~Property and Equipment~~

•Impairment of Long-Lived Assets

•Goodwill and Other Intangible Assets

•Self-Insurance Reserves

•Derivative Financial Instruments

•Revenue Recognition

Income Taxes

~~Change in Depreciation Method~~

~~Table of Contents~~

Adjusted EBITDA:

Table of Contents

Three months ended Nine months ended Twelve months ended
9/29/2013 9/30/2012 9/29/2013 9/30/2012 9/29/2013 9/30/2012
(13 weeks) (13 weeks) (39 weeks) (39 weeks) (52 weeks) (53 weeks)
(As restated) (As restated) (As restated)
(In thousands)
Net income $ 190,424
$ 141,013
$ 128,688
$ 112,181
$ 118,363
$ 105,903
Interest expense 25,529
26,863
77,153
83,902
103,870
116,437
Interest income (17 ) (13 ) (126 ) (31 ) (163 ) (68 )
Provision for taxes 58,025
51,912
34,026
41,754
24,030
27,858
Depreciation and amortization 57,495
60,223
108,313
112,211
122,408
127,191
EBITDA 331,456
279,998
348,054
350,017
368,508
377,321
Loss on early extinguishment of debt —
—
34,573
—
34,573
—
Net effect of swaps 1,377
(175 ) 8,315
(1,318 ) 8,141
(10,930 )
Unrealized foreign currency (gain) loss (8,385 ) (14,737 ) 15,371
(14,108 ) 20,298
(17,502 )
Non-cash equity expense 843
362
4,645
2,630
5,280
2,619
Loss on impairment/retirement of fixed assets, net 1,637
25,000
2,266
24,230
8,372
34,509
Gain on sale of other assets (8,743 ) —
(8,743 ) —
(15,368 ) —
Terminated merger costs —
—
—
—
—
150
Other non-recurring items (as defined) 197
1,861
705
4,026
859
7,445
Adjusted EBITDA ⁽¹⁾
$ 318,382
$ 292,309
$ 405,186
$ 365,477
$ 430,663
$ 393,612

(1) As permitted by and defined in the 2013 Credit Agreement



	Three months ended						Twelve months ended
	3/30/2014			3/31/2013			3/30/2014			3/31/2013
	(13 weeks)			(13 weeks)			(52 weeks)			(53 weeks)
	(In thousands)
Net income (loss)	$	(83,540	)	$	(109,126	)	$	133,790		$	58,145
Interest expense	24,732			25,763			102,040			109,579
Interest income	(73		)	(40		)	(187		)	(92		)
Provision (benefit) for taxes	(30,251		)	(35,659		)	25,651			17,638
Depreciation and amortization	4,307			4,786			122,008			127,013
EBITDA	(84,825		)	(114,276		)	383,302			312,283
Loss on early extinguishment of debt	—			34,573			—			34,573
Net effect of swaps	371			9,211			(1,957		)	8,689
Unrealized foreign currency loss	17,182			8,881			37,386			7,949
Non-cash equity expense	3,956			2,933			6,558			4,498
Loss on impairment/retirement of fixed assets, net	997			600			2,936			30,844
Gain on sale of other assets	—			—			(8,743		)	(6,625		)
Other non-recurring items (as defined)⁽¹⁾	354			805			1,256			3,264
Adjusted EBITDA	$	(61,965	)	$	(57,273	)	$	420,738		$	395,475

(1) The Company's 2013 Credit Agreement references certain costs as non-recurring or unusual. These items are excluded in the calculation of Adjusted EBITDA and have included certain litigation expenses, contract termination costs, and severance expense.

3832

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Results of Operations:

~~Restatement~~First Quarter -

~~Nine months ended September 29, 2013~~

~~The following table presents key financial information for the nine months ended~~ ~~September 29, 2013~~ ~~and~~ ~~September 30, 2012~~:

~~Table of Contents~~

~~Revenues for the first nine months of the year also reflect the negative impact of exchange rates and the strengthening U.S. dollar on our Canadian operations ($3.6 million) during the period.~~

~~Table of Contents~~

~~Third Quarter -~~

The following table presents key financial information for the three months ended ~~September 29, 2013~~March 30, 2014 and ~~September 30, 2012~~March 31, 2013:

Three months ended Three months ended Increase (Decrease)
9/29/2013 9/30/2012 $ %
(13 weeks) (13 weeks)
(As restated)
(Amounts in thousands)
Net revenues $ 592,076
$ 553,445
$ 38,631
7.0 %
Operating costs and expenses 274,964
263,657
11,307
4.3 %
Depreciation and amortization 57,495
60,223
(2,728 ) (4.5 )%
Loss on impairment / retirement of fixed assets 1,637
25,000
(23,363 ) N/M
Gain on sale of other assets (8,743 ) —
(8,743 ) N/M
Operating income $ 266,723
$ 204,565
$ 62,158
30.4 %

Other Data:
Adjusted EBITDA $ 318,382
$ 292,309
$ 26,073
8.9 %
Attendance 11,975
11,960
15
0.1 %
Per capita spending $ 45.73
$ 42.90
$ 2.83
6.6 %
Out-of-park revenues $ 58,690
$ 54,260
$ 4,430
8.2 %



	Three months ended			Three months ended			Increase (Decrease)
	3/30/2014			3/31/2013			$			%
	(13 weeks)			(13 weeks)
	(Amounts in thousands)
Net revenues	$	40,466		$	41,799		$	(1,333	)	(3.2	)%
Operating costs and expenses	106,739			102,733			4,006			3.9	%
Depreciation and amortization	4,307			4,786			(479		)	(10.0	)%
Loss on impairment / retirement of fixed assets	997			600			397			N/M
Operating loss	$	(71,577	)	$	(66,320	)	$	(5,257	)	7.9	%
N/M - Not meaningful
Other Data:
Adjusted EBITDA	$	(61,965	)	$	(57,273	)	$	(4,692	)	8.2	%

~~Table of Contents~~

Table of Contents

Twelve Months Ended ~~September 29, 2013~~March 30, 2014 -

The following table presents key financial information for the twelve months ended ~~September 29, 2013~~March 30, 2014 and ~~September 30, 2012~~March 31, 2013:

Twelve months ended Twelve months ended Increase (Decrease)
9/29/2013 9/30/2012 $ %
(52 weeks) (53 weeks)
(As restated)
(Amounts in thousands)
Net revenues $ 1,124,700
$ 1,084,094
$ 40,606
3.7 %
Operating costs and expenses 700,317
701,915
(1,598 ) (0.2 )%
Depreciation and amortization 122,408
127,191
(4,783 ) (3.8 )%
Gain on sale of other assets (15,368 ) —
(15,368 ) N/M
Loss on impairment/retirement of fixed assets 8,372
34,509
(26,137 ) N/M
Operating income $ 308,971
$ 220,479
$ 88,492
40.1 %
N/M - Not meaningful
Other Data:
Adjusted EBITDA $ 430,663
$ 393,612
$ 37,051
9.4 %
Adjusted EBITDA margin 38.3 % 36.3 % —
2.0 %
Attendance 23,263
23,961
(698 ) (2.9 )%
Per capita spending $ 44.13
$ 41.44
$ 2.69
6.5 %
Out-of-park revenues $ 124,041
$ 119,460
4,581
3.8 %



	Twelve months ended			Twelve months ended			Increase (Decrease)
	3/30/2014			3/31/2013			$			%
	(52 weeks)			(53 weeks)

	(Amounts in thousands)
Net revenues	$	1,133,239		$	1,082,055		$	51,184		4.7	%
Operating costs and expenses	720,534			694,139			26,395			3.8	%
Depreciation and amortization	122,008			127,013			(5,005		)	(3.9	)%
Gain on sale of other assets	(8,743		)	(6,625		)	(2,118		)	N/M
Loss on impairment/retirement of fixed assets	2,936			30,844			(27,908		)	N/M
Operating income	$	296,504		$	236,684		$	59,820		25.3	%
N/M - Not meaningful
Other Data:
Adjusted EBITDA	$	420,738		$	395,475		$	25,263		6.4	%
Adjusted EBITDA margin	37.1		%	36.5		%	—			0.6	%

~~Table of Contents~~

Table of Contents

~~Table of Contents~~

~~October 2013 -~~

Liquidity and Capital Resources:

Operating Activities

Table of Contents

Investing Activities

Financing Activities

~~Table of Contents~~

~~In July 2010, we issued $405~~As of March 30, 2014, our debt consisted of the following:

~~In order to lock in fixed interest costs on a portion of our domestic term debt, in September 2010 we~~

~~Table of Contents~~

4636

Table of Contents

At ~~September 29, 2013, the~~

Off Balance Sheet Arrangements:

Forward Looking Statements

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Table of Contents~~

Table of Contents

increase in 30-day LIBOR on our variable-rate debt (not considering the impact of our interest rate swaps) would lead to an increase of approximately $3.8 million in annual cash interest costs.

A uniform 10% strengthening of the U.S. dollar relative to the Canadian dollar would result in a ~~$3.7~~$4.2 million decrease in annual operating income.

ITEM 4. CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls and Procedures -

(b)Changes in Internal Control Over Financial Reporting -

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Jacob T. Falfas vs. Cedar Fair, L.P.

Table of Contents

~~Table of Contents~~

as of ~~September 29, 2013~~March 30, 2014 to be adequate and does not expect the arbitration ruling or the court order to materially affect its financial results in future periods.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed in the Partnership's Annual Report on Form 10-K for the year ended December 31, ~~2012.~~2013.

~~ITEM 5. OTHER INFORMATION~~

~~The restatement amount of $8.8 million was recorded in Loss on impairment / retirement of fixed assets, net in the Annual Report on Form 10-K/A filing to correct the previous error.~~

4939

Table of Contents

ITEM 6. EXHIBITS



Exhibit (10.1)		~~Amendment No. 1 dated September 30, 2013 to the 2013 Credit~~Cedar Fair, L.P. 2008 Omnibus Incentive Plan Performance Award Agreement, dated ~~as of~~ March ~~6, 2013.~~

~~Exhibit (10.2)~~		~~Employment Agreement with~~31, 2014, by and between Magnum Management Corporation and Matthew A. ~~Ouimet, dated October 21, 2013.~~Ouimet. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on ~~October 21, 2013.~~April 4, 2014.

Exhibit (10.2)		Cedar Fair, L.P. 2008 Omnibus Incentive Plan Form of Restricted Unit Award Agreement.

Exhibit (10.3)		Cedar Fair, L.P. 2008 Omnibus Incentive Plan Form of Deferred Unit Award Agreement.

Exhibit (31.1)		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.

Exhibit (31.2)		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.

Exhibit (32)		Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002.

Exhibit (101)		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~September 29, 2013~~March 30, 2014 formatted in Extensible Business Reporting Language (XBRL): (i) ~~The~~the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) ~~The~~the Condensed Consolidated Statements of Cash Flow, (iv) the Condensed Consolidated Statement of Equity and, (v) related ~~notes~~notes.

5040

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		CEDAR FAIR, L.P.
		(Registrant)

		By Cedar Fair Management, Inc.
		General Partner

Date:	~~November 7, 2013~~May 9, 2014	/s/ Matthew A. Ouimet
		Matthew A. Ouimet
		President and Chief Executive Officer

Date:	~~November 7, 2013~~May 9, 2014	/s/ Brian C. Witherow
		Brian C. Witherow
		Executive Vice President and
		Chief Financial Officer

5141

Table of Contents

INDEX TO EXHIBITS



Exhibit (10.1)		~~Amendment No. 1 dated September 30, 2013 to the 2013 Credit~~Cedar Fair, L.P. 2008 Omnibus Incentive Plan Performance Award Agreement, dated ~~as of~~ March ~~6, 2013.~~

~~Exhibit (10.2)~~		~~Employment Agreement with~~31, 2014, by and between Magnum Management Corporation and Matthew A. ~~Ouimet, dated October 21, 2013.~~Ouimet. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on ~~October 21, 2013.~~April 4, 2014.

Exhibit (10.2)		Cedar Fair, L.P. 2008 Omnibus Incentive Plan Form of Restricted Unit Award Agreement.

Exhibit (10.3)		Cedar Fair, L.P. 2008 Omnibus Incentive Plan Form of Deferred Unit Award Agreement.

Exhibit (31.1)		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.

Exhibit (31.2)		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.

Exhibit (32)		Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002.

Exhibit (101)		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~September 29, 2013~~March 30, 2014 formatted in Extensible Business Reporting Language (XBRL): (i) ~~The~~the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) ~~The~~the Condensed Consolidated Statements of Cash Flow, (iv) the Condensed Consolidated Statement of Equity and, (v) related ~~notes~~notes.

5242

s / Average Rate

400,000

3.00

800,000

2.38

500,000

2.94

800,000

2.38

~~Table of Contents~~

Table of Contents

Twelve Months Ended ~~September 29, 2013~~March 30, 2014 -

The following table presents key financial information for the twelve months ended ~~September 29, 2013~~March 30, 2014 and ~~September 30, 2012~~March 31, 2013:



	Twelve months ended			Twelve months ended			Increase (Decrease)
	3/30/2014			3/31/2013			$			%
	(52 weeks)			(53 weeks)

	(Amounts in thousands)
Net revenues	$	1,133,239		$	1,082,055		$	51,184		4.7	%
Operating costs and expenses	720,534			694,139			26,395			3.8	%
Depreciation and amortization	122,008			127,013			(5,005		)	(3.9	)%
Gain on sale of other assets	(8,743		)	(6,625		)	(2,118		)	N/M
Loss on impairment/retirement of fixed assets	2,936			30,844			(27,908		)	N/M
Operating income	$	296,504		$	236,684		$	59,820		25.3	%
N/M - Not meaningful
Other Data:
Adjusted EBITDA	$	420,738		$	395,475		$	25,263		6.4	%
Adjusted EBITDA margin	37.1		%	36.5		%	—			0.6	%

~~Table of Contents~~

Table of Contents

~~Table of Contents~~

~~October 2013 -~~

Liquidity and Capital Resources:

Operating Activities

Table of Contents

Investing Activities

Financing Activities

~~Table of Contents~~

~~In July 2010, we issued $405~~As of March 30, 2014, our debt consisted of the following:

~~In order to lock in fixed interest costs on a portion of our domestic term debt, in September 2010 we~~

~~Table of Contents~~

4636

Table of Contents

At ~~September 29, 2013, the~~

Off Balance Sheet Arrangements:

Forward Looking Statements

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Table of Contents~~

Table of Contents

increase in 30-day LIBOR on our variable-rate debt (not considering the impact of our interest rate swaps) would lead to an increase of approximately $3.8 million in annual cash interest costs.

A uniform 10% strengthening of the U.S. dollar relative to the Canadian dollar would result in a ~~$3.7~~$4.2 million decrease in annual operating income.

ITEM 4. CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls and Procedures -

(b)Changes in Internal Control Over Financial Reporting -

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Jacob T. Falfas vs. Cedar Fair, L.P.

Table of Contents

~~Table of Contents~~

as of ~~September 29, 2013~~March 30, 2014 to be adequate and does not expect the arbitration ruling or the court order to materially affect its financial results in future periods.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed in the Partnership's Annual Report on Form 10-K for the year ended December 31, ~~2012.~~2013.

~~ITEM 5. OTHER INFORMATION~~

~~The restatement amount of $8.8 million was recorded in Loss on impairment / retirement of fixed assets, net in the Annual Report on Form 10-K/A filing to correct the previous error.~~

4939

Table of Contents

ITEM 6. EXHIBITS



Exhibit (10.1)		~~Amendment No. 1 dated September 30, 2013 to the 2013 Credit~~Cedar Fair, L.P. 2008 Omnibus Incentive Plan Performance Award Agreement, dated ~~as of~~ March ~~6, 2013.~~

~~Exhibit (10.2)~~		~~Employment Agreement with~~31, 2014, by and between Magnum Management Corporation and Matthew A. ~~Ouimet, dated October 21, 2013.~~Ouimet. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on ~~October 21, 2013.~~April 4, 2014.

Exhibit (10.2)		Cedar Fair, L.P. 2008 Omnibus Incentive Plan Form of Restricted Unit Award Agreement.

Exhibit (10.3)		Cedar Fair, L.P. 2008 Omnibus Incentive Plan Form of Deferred Unit Award Agreement.

Exhibit (31.1)		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.

Exhibit (31.2)		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.

Exhibit (32)		Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002.

Exhibit (101)		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~September 29, 2013~~March 30, 2014 formatted in Extensible Business Reporting Language (XBRL): (i) ~~The~~the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) ~~The~~the Condensed Consolidated Statements of Cash Flow, (iv) the Condensed Consolidated Statement of Equity and, (v) related ~~notes~~notes.

5040

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		CEDAR FAIR, L.P.
		(Registrant)

		By Cedar Fair Management, Inc.
		General Partner

Date:	~~November 7, 2013~~May 9, 2014	/s/ Matthew A. Ouimet
		Matthew A. Ouimet
		President and Chief Executive Officer

Date:	~~November 7, 2013~~May 9, 2014	/s/ Brian C. Witherow
		Brian C. Witherow
		Executive Vice President and
		Chief Financial Officer

5141

Table of Contents

INDEX TO EXHIBITS



Exhibit (10.1)		~~Amendment No. 1 dated September 30, 2013 to the 2013 Credit~~Cedar Fair, L.P. 2008 Omnibus Incentive Plan Performance Award Agreement, dated ~~as of~~ March ~~6, 2013.~~

~~Exhibit (10.2)~~		~~Employment Agreement with~~31, 2014, by and between Magnum Management Corporation and Matthew A. ~~Ouimet, dated October 21, 2013.~~Ouimet. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on ~~October 21, 2013.~~April 4, 2014.

Exhibit (10.2)		Cedar Fair, L.P. 2008 Omnibus Incentive Plan Form of Restricted Unit Award Agreement.

Exhibit (10.3)		Cedar Fair, L.P. 2008 Omnibus Incentive Plan Form of Deferred Unit Award Agreement.

Exhibit (31.1)		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.

Exhibit (31.2)		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.

Exhibit (32)		Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002.

Exhibit (101)		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~September 29, 2013~~March 30, 2014 formatted in Extensible Business Reporting Language (XBRL): (i) ~~The~~the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) ~~The~~the Condensed Consolidated Statements of Cash Flow, (iv) the Condensed Consolidated Statement of Equity and, (v) related ~~notes~~notes.

5242



DELAWARE		34-1560655
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)




Title of Class		Units Outstanding As Of ~~November~~May 1, ~~2013~~2014
Units Representing Limited Partner Interests		~~55,715,198~~55,837,975




Part I - Financial Information

Item 1.	Financial Statements	~~3-3~~3-306

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~37-4~~7 31-37

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	~~47-48~~37-38

Item 4.	Controls and Procedures	4838

Part II - Other Information

Item 1.	Legal Proceedings	~~48-49~~38-39

Item 1A.	Risk Factors	49

~~Item 5.~~	~~Other Information~~	4939

Item 6.	Exhibits	5040

Signatures		5141

Index to Exhibits		5242


	Nine months ended			Three months ended
	9/29/13			3/30/14
Limited Partnership Units Outstanding
Beginning balance	55,618			55,716
Limited partnership unit options exercised	3			7
Issuance of limited partnership units as compensation	93			112
	55,714			55,835
Limited Partners’ Equity
Beginning balance	$	177,660		$	148,847
Net income	128,687
Partnership distribution declared ($1.88 per limited partnership unit)	(104,458		)
Net loss				(83,539		)
Partnership distribution declared ($0.70 per limited partnership unit)				(39,091		)
Expense recognized for limited partnership unit options	680			223
Limited partnership unit options exercised	43
Tax effect of units involved in option exercises and treasury unit transactions	(148		)	(568		)
Issuance of limited partnership units as compensation	3,964			3,665
	206,428			29,537
General Partner’s Equity
Beginning balance	1			2
Net income	1
Net loss				(1		)
	2			1
Special L.P. Interests	5,290			5,290
Accumulated Other Comprehensive Income (Loss)
Cumulative foreign currency translation adjustment:
Beginning balance	(2,751		)	5
Current period activity, net of tax ($689)	1,194
Current period activity, net of tax ($932)				1,621
	(1,557		)	1,626
Unrealized loss on cash flow hedging derivatives:
Beginning balance	(25,749		)	(15,013		)
Current period activity, net of tax ($1,125)	7,803
Current period activity, net of tax $106				(650		)
	(17,946		)	(15,663		)
	(19,503		)	(14,037		)
Total Partners’ Equity	$	192,217		$	20,791



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	9/29/2013			12/31/2012			9/30/2012			3/30/2014			12/31/2013			3/31/2013
ASSETS							(As restated)
Current Assets:
Cash and cash equivalents	$	183,482		$	78,830		$	96,102		$	8,867		$	118,056		$	10,038
Receivables	42,534			18,192			29,357			19,630			21,333			13,342
Inventories	29,316			27,840			33,593			38,264			26,080			39,063
Current deferred tax asset	8,185			8,184			10,345			26,653			9,675			36,022
Income tax refundable	662			—			10,454
Prepaid advertising										20,101			2,228			16,396
Other current assets	8,964			8,060			7,443			9,919			9,125			11,319
	273,143			141,106			187,294			123,434			186,497			126,180
Property and Equipment:
Land	298,589			303,348			309,257			279,992			283,313			301,469
Land improvements	351,731			339,081			347,631			349,245			350,869			338,777
Buildings	584,066			584,854			581,513			581,525			584,659			587,603
Rides and equipment	1,506,895			1,450,231			1,490,289			1,485,418			1,494,112			1,446,904
Construction in progress	18,990			28,971			10,898			85,854			44,550			63,509
	2,760,271			2,706,485			2,739,588			2,782,034			2,757,503			2,738,262
Less accumulated depreciation	(1,245,597		)	(1,162,213		)	(1,183,589		)	(1,248,072		)	(1,251,740		)	(1,167,410		)
	1,514,674			1,544,272			1,555,999			1,533,962			1,505,763			1,570,852
Goodwill	241,936			246,221			247,663			233,528			238,089			243,653
Other Intangibles, net	40,025			40,652			40,865			38,920			39,471			40,323
Other Assets	31,269			47,614			50,171			43,391			44,807			34,648
	$	2,101,047		$	2,019,865		$	2,081,992		$	1,973,235		$	2,014,627		$	2,015,656
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	6,300		$	—		$	—		$	1,450		$	—		$	6,300
Accounts payable	21,877			10,734			22,596			45,028			13,222			37,443
Deferred revenue	37,627			39,485			34,682			70,148			44,521			66,184
Accrued interest	10,253			15,512			7,012			10,073			23,201			8,339
Accrued taxes	39,393			17,813			52,404			6,452			19,481			9,000
Accrued salaries, wages and benefits	39,621			24,836			36,219			24,519			29,200			20,182
Self-insurance reserves	24,088			23,906			23,092			22,696			23,653			23,557
Other accrued liabilities	7,618			5,916			10,843			4,896			5,521			7,867
	186,777			138,202			186,848			185,262			158,799			178,872
Deferred Tax Liability	157,603			153,792			140,113			157,281			158,113			154,587
Derivative Liability	31,646			32,260			34,708			27,789			26,662			31,031
Other Liabilities	9,073			8,980			7,380			7,755			11,290			7,685
Long-Term Debt:
Revolving credit loans										55,000			—			96,000
Term debt	622,125			1,131,100			1,131,100			617,400			618,850			623,700
Notes	901,606			401,080			400,676			901,957			901,782			901,255
	1,523,731			1,532,180			1,531,776			1,574,357			1,520,632			1,620,955
Commitments and Contingencies (Note 10)
Partners’ Equity:
Special L.P. interests	5,290			5,290			5,290			5,290			5,290			5,290
General partner	2			1			1			1			2			—
Limited partners, 55,714, 55,618 and 55,519 units outstanding at September 29, 2013, December 31, 2012 and September 30, 2012, respectively	206,428			177,660			207,933
Limited partners, 55,835, 55,716 and 55,712 units outstanding at March 30, 2014, December 31, 2013 and March 31, 2013, respectively										29,537			148,847			36,550
Accumulated other comprehensive loss	(19,503		)	(28,500		)	(32,057		)	(14,037		)	(15,008		)	(19,314		)
	192,217			154,451			181,167			20,791			139,131			22,526
	$	2,101,047		$	2,019,865		$	2,081,992		$	1,973,235		$	2,014,627		$	2,015,656


(In thousands)	Goodwill (gross)			Accumulated Impairment Losses			Goodwill (net)			Goodwill (gross)			Accumulated Impairment Losses			Goodwill (net)
Balance at December 31, 2012	$	326,089		$	(79,868	)	$	246,221		$	326,089		$	(79,868	)	$	246,221
Foreign currency translation	(4,285		)	—			(4,285		)	(2,568		)	—			(2,568		)
Balance at September 29, 2013	$	321,804		$	(79,868	)	$	241,936
Balance at March 31, 2013										$	323,521		$	(79,868	)	$	243,653

Balance at December 31, 2013										$	317,957		$	(79,868	)	$	238,089
Foreign currency translation										(4,561		)	—			(4,561		)
Balance at March 30, 2014										$	313,396		$	(79,868	)	$	233,528


September 29, 2013	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
March 30, 2014							Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
(In thousands)
Other intangible assets:
Trade names	$	39,615	$	—	$	39,615	$	38,424	$	—	$	38,424
License / franchise agreements	799		389		410		881		385		496
Total other intangible assets	$	40,414	$	389	$	40,025	$	39,305	$	385	$	38,920

December 31, 2012
December 31, 2013
(In thousands)
Other intangible assets:
Trade names	$	40,222	$	—	$	40,222	$	39,070	$	—	$	39,070
License / franchise agreements	790		360		430		800		399		401
Total other intangible assets	$	41,012	$	360	$	40,652	$	39,870	$	399	$	39,471

September 30, 2012
March 31, 2013
(In thousands)
Other intangible assets:
Trade names	$	40,425	$	—	$	40,425	$	39,858	$	—	$	39,858
License / franchise agreements	790		350		440		834		369		465
Total other intangible assets	$	41,215	$	350	$	40,865	$	40,692	$	369	$	40,323



(In thousands)	Condensed Consolidated Balance Sheet Location	Fair Value as of			Fair Value as of			Fair Value as of
(In thousands)	Condensed Consolidated Balance Sheet Location	March 30, 2014			December 31, 2013			March 31, 2013
Derivatives designated as hedging instruments:
Interest rate swaps	Derivative Liability	$	(6,657	)	$	(3,916	)	$	(23,388	)
Total derivatives designated as hedging instruments		$	(6,657	)	$	(3,916	)	$	(23,388	)
Derivatives not designated as hedging instruments:
Interest rate swaps	Derivative Liability	$	(21,132	)	$	(22,746	)	$	(7,643	)
Total derivatives not designated as hedging instruments		$	(21,132	)	$	(22,746	)	$	(7,643	)
Net derivative liability		$	(27,789	)	$	(26,662	)	$	(31,031	)



Balance Sheet
(In thousands)	9/30/2012
Accumulated depreciation
As filed	$	(1,175,744	)
Correction	(7,845		)
As restated	$	(1,183,589	)
Total assets
As filed	$	2,089,837
Correction	(7,845		)
As restated	$	2,081,992
Deferred Tax Liability
As filed	$	143,094
Correction	(2,981		)
As restated	$	140,113
Limited Partners' Equity
As filed	$	212,797
Correction	(4,864		)
As restated	$	207,933



	Interest Rate Swaps
($'s in thousands)	Derivatives designated as hedging instruments				Derivatives not designated as hedging instruments
	Notional Amounts		LIBOR Rate		Notional Amounts		LIBOR Rate
	$	200,000	3.00	%	$	200,000	2.27	%
	100,000		3.00	%	150,000		2.43	%
	100,000		3.00	%	75,000		2.30	%
	100,000		2.70	%	70,000		2.54	%
					50,000		2.54	%
					50,000		2.54	%
					50,000		2.43	%
					50,000		2.29	%
					50,000		2.29	%
					30,000		2.54	%
					25,000		2.30	%
Total $'s / Average Rate	$	500,000	2.94	%	$	800,000	2.38	%

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