Six Flags Operations Inc · 10-K · For 12/31/00

Filed On 4/2/01 1:17pm ET   ·   SEC File 33-61338   ·   Accession Number 912057-1-506244

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 FORM 10-K

(Mark One)                                                                      

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                      
SECURITIES EXCHANGE ACT OF 1934                                     

For the fiscal year ended: DECEMBER 31, 2000
                           -----------------

OR

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

For the transition period from _________ to ____________            

Commission File Number: 333-46897-01

 SIX FLAGS OPERATIONS INC.
(FORMERLY PREMIER PARKS OPERATIONS INC.)
---------                               

-                                                                               

------------------------------                                                  
(Exact name of Registrant as specified in its charter)

    DELAWARE                                  73-6137714
----------------------------------------    ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)                                                  

11501 NORTHEAST EXPRESSWAY                                        
OKLAHOMA CITY, OKLAHOMA                             73131     
----------------------------------------    ------------------------------------
(Address of principal executive offices)                  (Zip Code)            

Registrant's telephone number, including area code:      (405) 475-2500         
                                                ----------------------

Securities registered pursuant to Sec. 12(b) of the Act:    NONE                
                                             ---------

Securities registered pursuant to Sec. 12(g) of the Act:     NONE               
                                             ---------

   Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of   
1934 during the preceding 12 months (or for such shorter period that the        
Registrant was required to file such reports), and (2) has been subject to such 
filing requirements for the past 90 days. YES /X/ NO / /                        

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in the definitive proxy or information      
statements incorporated by reference in Part III of this Form 10-K or any       
amendment to this Form 10-K. / /                                                

State the aggregate market value of the voting stock held by        
non-affiliates (assuming, solely for the purposes of this Form, that all the    
directors of the Registrant are affiliates) of the Registrant:                  

    None. All of the capital stock of the Company is held by its parent, Six
Flags, Inc.                                                                     

 Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest most practicable date:                

    The number of shares of Common Stock of the Registrant outstanding as of
March 1, 2001 was 1,000.                                                        

The Registrant meets the conditions set forth in General Instruction
I(1)(a) and (b) of Form 10-K and is therefore filing this form with reduced     
disclosure format.                                                              
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PART I

ITEM 1.     BUSINESS                                                            

INTRODUCTION                                                                    

      Six Flags Operations Inc., formerly known as Premier Parks Operations Inc.
(together with its subsidiaries, "SFO" or the "Company") is the surviving       
corporation of a merger (the "Merger") on November 5, 1999 of Six Flags         
Entertainment Corporation (together with its subsidiaries, "SFEC") into the     
Company. Each party to the Merger was, and the Company is, a wholly-owned       
subsidiary of Six Flags, Inc., formerly Premier Parks Inc. ("Six Flags"). Six   
Flags, which operates 38 parks, is the largest theme park operator in the world.
The Company operates 35 parks which had attendance of approximately 41.5 million
in 2000. These parks include 14 of the of the 50 highest attendance theme parks 
in North America, the largest paid admission theme park in Mexico and seven     
theme parks in Europe. The Company is also managing the development and         
construction of a new theme park in Spain. The Company's theme parks serve 8 of 
the 10 largest metropolitan areas in the United States. For the year ended      
December 31, 2000, the Company's reported total revenue was approximately       
$1,006.6 million and its consolidated earnings before interest, taxes,          
depreciation and amortization and noncash compensation ("EBITDA") were          
approximately $370.5 million.                                                   

      The Merger was accounted for as a reorganization of interests under common
control in a manner similar to a pooling of interests. All financial and        
statistical information contained herein at dates or for periods subsequent to  
April 1, 1998 (the date Six Flags acquired SFEC) give effect to the Merger as if
it had occurred on that date. Financial and statistical information at dates or 
for periods prior to April 1, 1998 relate only to SFO.                          

      The Company has operated regional theme parks under the Six Flags name for
nearly forty years and established a nationally recognized brand name. The      
Company has worldwide ownership of the "Six Flags" brand name. To capitalize on 
this name recognition, since the commencement of the 1998 season and including  
the 2001 season, the Company has rebranded ten of its parks as "Six Flags"      
parks, including three of its international parks.                              

The Company holds exclusive long-term licenses for theme park usage 
throughout the United States (except the Las Vegas metropolitan area), Canada,  
Europe and Latin and South America (including Mexico) of certain Warner Bros.   
and DC Comics characters. These characters include BUGS BUNNY, DAFFY DUCK,      
TWEETY BIRD, YOSEMITE SAM, BATMAN, SUPERMAN and others. In addition, the        
Company's European and Latin and South American licenses with Warner Bros.      
include the Hanna-Barbera and Cartoon Network characters, including YOGI BEAR,  
SCOOBY-DOO and the FLINTSTONES.(1) The Company uses these characters to market  
its parks and to provide an enhanced family entertainment experience. The       
Company's licenses include the right to sell merchandise featuring the          
characters at the parks, and to use the characters in its advertising, as       
walk-around characters, in theming for rides, attractions and retail outlets.   
The Company believes using these characters promotes increased attendance,      
supports higher ticket prices, increases lengths-of-stay and enhances in-park   
spending.                                                                       

The Company's 35 parks are located in geographically diverse markets
across North America and Europe. Each of the Company's theme parks is           
individually themed and provides a complete family-oriented entertainment       
experience. The Company's theme parks generally offer a broad selection of      
state-                                                                          

----------                                                                      
(1)   LOONEY TUNES, characters, names and all related indicia are trademarks of 
      Warner Bros.(C)2001, a division of Time Warner Entertainment Company, L.P.
      ("TWE"). BATMAN and SUPERMAN and all related characters, names and indicia
  are copyrights and trademarks of DC Comics(C)2001, CARTOON NETWORK and
    logo are trademarks of Cartoon Network(C)2001, SIX FLAGS and all related
indicia are federally registered trademarks of Six Flags Theme Parks
  Inc.(C)2001, a subsidiary of the Company. FIESTA TEXAS and all related
    indicia are trademarks of Fiesta Texas, Inc.(C)2001, a subsidiary of the
Company.                                                            

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of-the-art and traditional thrill rides, water attractions, themed areas,       
concerts and shows, restaurants, game venues and merchandise outlets.           

DESCRIPTION OF RECENT AND PENDING ACQUISITIONS                                  

    In December 2000, Six Flags acquired Enchanted Village and Wild Waves, a
water park and children's ride park located near Seattle, Washington, which has 
averaged approximately 500,000 in annual attendance over the last five years.   
The park was transferred to the Company in early 2001. The park is located on   
approximately 65 acres and is the only park located within the Seattle-Tacoma   
metropolitan area, which is the 12th largest metropolitan area in the country.  
The park is primarily a water park and currently lacks a full complement of     
rides and revenue outlets. The park also has not benefited from significant     
marketing programs. As a result, the Company believes that there is an          
opportunity over the next several years to increase this park's revenue,        
attendance and cash flow, with relatively modest capital expenditures.          

      In January 2001, the Company acquired substantially all of the assets used
in the operation of Sea World of Ohio, a 230 acre marine wildlife park located  
adjacent to the Company's Six Flags Ohio theme park. The two parks are being    
combined for the 2001 season under the name "Six Flags Worlds of Adventure." The
consolidation of the two parks, together with the Company's neighboring         
campgrounds and hotel, enable the Company to offer a very attractive regional   
destination experience. The Company believes that the combined facility will    
enable the Company to increase attendance and revenue and to increase operating 
efficiencies through shared expenses.                                           

    In November 2000, the Company entered into a letter of intent to acquire
La Ronde, a 146 acre theme park located near downtown Montreal on the former    
site of the 1967 Montreal World's Fair. If this acquisition is completed, the   
Company will acquire substantially all of the park assets for approximately U.S.
$20 million and lease the site from the City of Montreal on a long-term basis.  
Although Six Flags expects to acquire the park prior to its 2001 season, the    
Company does not expect to make any investment in the facility until after that 
season. Since its inception, the park has been operated by a municipal authority
which contracted with third parties to operate a substantial majority of the    
park's revenue outlets. Those third parties retained a significant portion of   
the revenues generated by these outlets. Most of the contracts covering these   
revenue outlets expire by the end of 2002. The Company also believes that it can
increase the scope and effectiveness of this park's marketing programs. As a    
result, the Company believes that, if it acquires this park, the Company will be
able to substantially increase the park's revenue, attendance and cash flow over
the next several years. There is no assurance that the Company will be able to  
complete this acquisition.                                                      

DESCRIPTION OF RECENT FINANCINGS                                                

   In February 2001, the Company retired by means of a tender offer $124.7
principal amount of its 9 3/4% Senior Notes due 2007. In addition, during that  
month the Company repaid from a portion of the net proceeds of a senior note    
offering by Six Flags $223.0 million principal amount of borrowings under the   
reducing multicurrency revolving portion of the Company's senior credit         
facility. Amounts repaid under the facility can reborrowed. The tender offer and
debt repayment were funded by capital contributions from Six Flags.             

DESCRIPTION OF DOMESTIC PARKS                                                   

SIX FLAGS AMERICA                                                   

   Six Flags America, a combination theme and water park located in Largo,
Maryland (approximately                                                         

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15 miles east of Washington, D.C. and 30 miles southwest of Baltimore, Maryland)
is the 40th largest theme park in North America.2 The park's primary market     
includes Maryland, northern Virginia, Washington, D.C. and parts of Pennsylvania
and Delaware. This market provides the park with a permanent resident population
base of approximately 6.7 million people within 50 miles and 11.4 million people
within 100 miles. Based on a copyrighted 2000 survey of television households   
within designated market areas ("DMAs") published by A.C. Nielsen Media         
Research, the Washington, D.C. and Baltimore markets are the number 8 and number
24 DMAs in the United States, respectively.                                     

   The Company owns a site of 515 acres, with 131 acres currently used for
park operations. The remaining 384 acres, which are fully zoned for             
entertainment and recreational uses, provide the Company with ample expansion   
opportunity, as well as the potential to develop complementary operations.      

Six Flags America's principal competitors are King's Dominion Park, 
located in Doswell, Virginia (near Richmond); Hershey Park, located in Hershey, 
Pennsylvania; and Busch Gardens, located in Williamsburg, Virginia. These parks 
are located approximately 120, 125 and 175 miles, respectively, from Six Flags  
America.                                                                        

SIX FLAGS ASTROWORLD, SIX FLAGS WATERWORLD AND SPLASHTOWN           

   Six Flags AstroWorld, the 35th largest theme park in North America, and
the separately gated adjacent Six Flags WaterWorld are located in Houston,      
Texas. In May 1999, the Company acquired Splashtown, a water park located       
approximately 30 miles from Six Flags AstroWorld. Splashtown is the 12th largest
water park in the United States. The Houston, Texas market provides the parks   
with a permanent resident population of 4.5 million people within 50 miles and  
5.4 million people within 100 miles. The Houston market is the number 11 DMA in 
the United States.                                                              

     The Company owns sites of approximately 85 acres used for the theme park,
approximately 14 acres used for Six Flags WaterWorld and approximately 60 acres 
for Splashtown. Six Flags WaterWorld and Splashtown compete with each other. Six
Flags AstroWorld competes with Sea World of Texas and the Company's Six Flags   
Fiesta Texas, both located in San Antonio, Texas, approximately 200 miles from  
the park. In addition, the park competes with Six Flags Over Texas, the         
Company's park located in Arlington, Texas, approximately 250 miles from the    
park.                                                                           

SIX FLAGS DARIEN LAKE & CAMPING RESORT                              

     Six Flags Darien Lake, a combination theme and water park, is the largest
theme park in the State of New York and the 39th largest theme park in North    
America. Six Flags Darien Lake is located off Interstate 90 in Darien Center,   
New York, approximately 30, 40 and 120 miles from Buffalo, Rochester and        
Syracuse, New York, respectively. The park's primary market includes upstate New
York, western and northern Pennsylvania and southern Ontario, Canada. This      
market provides the park with a permanent resident population base of           
approximately 2.1 million people within 50 miles of the park and 3.2 million    
within 100 miles. The Buffalo, Rochester and Syracuse markets are the number 44,
number 74 and number 80 DMAs in the United States, respectively.                

   The Six Flags Darien Lake property consists of approximately 988 acres,
including 144 acres for the theme park, 242 acres of campgrounds and 593 acres  
of agricultural, undeveloped and water areas. Six Flags Darien Lake also has a  
20,000 seat amphitheater. The Company has a long-term arrangement with a        
national concert promoter to lease and operate the amphitheater.                

----------                                                                      
(2)   Park rankings are based on 2000 attendance as published in AMUSEMENT      
BUSINESS, an industry trade publication.                            

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     Adjacent to the Six Flags Darien Lake theme park are a 163 room hotel and
a camping resort, each owned and operated by the Company. The campgrounds       
include 1180 developed campsites, including 395 recreational vehicles (RV's)    
available for daily and weekly rental. The campground is the fifth largest in   
the United States. In 2000, approximately 333,000 people used the Six Flags     
Darien Lake hotel and campgrounds. Substantially all of the hotel and camping   
visitors visit the theme park.                                                  

      Six Flags Darien Lake's principal competitor is Wonderland Park located in
Toronto, Canada, approximately 125 miles from Six Flags Darien Lake. In         
addition, Six Flags Darien Lake competes to a lesser degree with three smaller  
amusement parks located within 50 miles of the park. Six Flags Darien Lake is   
significantly larger with a more diverse complement of entertainment than any of
these three smaller facilities.                                                 

SIX FLAGS ELITCH GARDENS                                            

     Six Flags Elitch Gardens is a combination theme and water park located on
approximately 67 acres in the downtown area of Denver, Colorado, next to Mile   
High Stadium and the Pepsi Center Arena, and close to Coors Field. Six Flags    
Elitch Gardens is the 42nd largest theme park in North America. The park's      
primary market includes the greater Denver area, as well as most of central     
Colorado. This market provides the park with a permanent resident population    
base of approximately 2.5 million people within 50 miles of the park and        
approximately 3.4 million people within 100 miles. The Denver area is the number
18 DMA in the United States. Six Flags Elitch Gardens has no significant direct 
competitors.                                                                    

SIX FLAGS FIESTA TEXAS                                              

      Six Flags Fiesta Texas, the 28th largest theme park in North America, is a
combination theme and water park located on approximately 206 acres in San      
Antonio, Texas. The San Antonio, Texas market provides the park with a permanent
resident population of approximately 1.8 million people within 50 miles and     
approximately 3.1 million people within 100 miles. The San Antonio market is the
number 37 DMA in the United States.                                             

    Six Flags Fiesta Texas' principal competitor is Sea World of Texas, also
located in San Antonio. In addition, the park competes to a lesser degree with  
two Company parks: Six Flags AstroWorld, located in Houston, Texas, and Six     
Flags Over Texas located in Arlington, Texas.                                   

    SIX FLAGS GREAT ADVENTURE, SIX FLAGS HURRICANE HARBOR AND SIX FLAGS WILD
SAFARI ANIMAL PARK                                                  

    Six Flags Great Adventure, the 12th largest theme park in North America,
the separately gated adjacent Six Flags Hurricane Harbor, the 12th largest water
park in the United States, and Six Flags Wild Safari Animal Park are each       
located in Jackson, New Jersey, approximately 70 miles south of New York City   
and 50 miles east of Philadelphia. The New York and Philadelphia markets provide
the parks with a permanent resident population of approximately 13.3 million    
people within 50 miles and approximately 26.2 million people within 100 miles.  
The New York and Philadelphia markets are the number 1 and number 4 DMAs in the 
United States, respectively.                                                    

The Company owns a site of approximately 2,200 acres, of which      
approximately 125 acres are currently used for the theme park operations,       
approximately 45 acres are used for the water park and approximately 350        
adjacent acres are used for the wildlife safari park. Over 1,600 acres are      
available for future development. The animal park is home to over 1,200 exotic  
animals representing more than 58 species, which can be seen over a four and    
one-half mile drive. Six Flags Great Adventure's principal competitors are      
Hershey Park, located in Hershey, Pennsylvania, approximately 150 miles from the
park; and Dorney Park, located in Allentown, Pennsylvania, approximately 75     
miles from the park. The water park competes with several other water parks in  
the market.                                                                     

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SIX FLAGS GREAT AMERICA                                             

     Six Flags Great America, the 21st largest theme park in North America, is
located in Gurnee, Illinois, between Chicago, Illinois and Milwaukee, Wisconsin.
The Chicago and Milwaukee markets provide the park with a permanent resident    
population of approximately 8.3 million people within 50 miles and approximately
12.9 million people within 100 miles. The Chicago and Milwaukee markets are the 
number 3 and number 33 DMAs in the United States, respectively.                 

   The Company owns a site of approximately 440 acres of which 92 are used
for the theme park operations, and approximately 106 usable acres are located in
a separate parcel available for expansion and complementary uses. Six Flags     
Great America currently has no direct theme park competitors in the region, but 
does compete to some extent with Kings Island, located near Cincinnati, Ohio,   
approximately 350 miles from the park; Cedar Point, located in Sandusky, Ohio,  
approximately 340 miles from the park; and Six Flags St. Louis, the Company's   
park located outside St. Louis, Missouri, approximately 320 miles from the park.

SIX FLAGS HURRICANE HARBOR                                          

Six Flags Hurricane Harbor, the 6th largest water park in the United
States, is located in Arlington, Texas, between Dallas and Fort Worth, Texas.   
The Dallas/Fort Worth market provides the park with a permanent resident        
population of 4.8 million people within 50 miles and 5.9 million people within  
100 miles. The Dallas/Fort Worth market is the number 8 DMA in the United       
States.                                                                         

    The Company owns directly approximately 47 acres, of which approximately
17 acres are currently used for Hurricane Harbor and 30 acres remain            
undeveloped. Six Flags Hurricane Harbor has no direct competitors in the area   
other than a municipal water park.                                              

SIX FLAGS KENTUCKY KINGDOM                                          

     Six Flags Kentucky Kingdom is a combination theme and water park, located
on approximately 58 acres on and adjacent to the grounds of the Kentucky Fair   
and Exposition Center in Louisville, Kentucky. Of the 58 acres, approximately 38
acres are leased under ground leases with terms (including renewal options)     
expiring between 2021 and 2049, with the balance owned by the Company. Six Flags
Kentucky Kingdom is the 49th largest theme park in North America. The park's    
primary market includes Louisville and Lexington, Kentucky, Evansville and      
Indianapolis, Indiana and Nashville, Tennessee. This market provides the park   
with a permanent resident population of approximately 1.5 million people within 
50 miles and approximately 4.7 million people within 100 miles. The Louisville  
and Lexington markets are the number 48 and number 66 DMAs in the United States.

    Six Flags Kentucky Kingdom's only significant direct competitor is Kings
Island, located near Cincinnati, Ohio, approximately 100 miles from the park.   

SIX FLAGS MAGIC MOUNTAIN AND SIX FLAGS HURRICANE HARBOR             

   Six Flags Magic Mountain, the 15th largest theme park in North America,
and the separately gated adjacent Six Flags Hurricane Harbor are located in     
Valencia, California, just 30 miles north of Los Angeles. The Los Angeles,      
California market provides the parks with a permanent resident population of    
approximately 9.7 million people within 50 miles and approximately 16.1 million 
people within 100 miles. The Los Angeles market is the number 2 DMA in the      
United States.                                                                  

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      The Company owns a site of approximately 260 acres with 160 acres used for
the theme park, and approximately 12 acres used for the pirate-themed water     
park. Six Flags Magic Mountain's principal competitors include Disneyland in    
Anaheim, California, located approximately 60 miles from the park, Universal    
Studios Hollywood in Universal City, California, located approximately 20 miles 
from the park, Knott's Berry Farm in Buena Park, California, located            
approximately 50 miles from the park, Sea World of California in San Diego,     
California, located approximately 150 miles from the park and Legoland in       
Carlsbad, California, located approximately 120 miles away from the park. In    
2001, Disney's California Adventure theme park opened up next to Disneyland     
approximately 60 miles from the park.                                           

  Six Flags Hurricane Harbor's competitors include the new Soak City USA
Waterpark and Raging Waters, each located approximately 50 miles from the water 
park.                                                                           

SIX FLAGS MARINE WORLD                                              

   Six Flags Marine World, a theme park which also features marine mammals
and exotic land animals, is the 30th largest theme park in North America. Six   
Flags Marine World is located in Vallejo, California, approximately 30 miles    
from San Francisco, 20 miles from Oakland and 60 miles from Sacramento. This    
market provides the park with a permanent resident population base of           
approximately 5.5 million people within 50 miles and approximately 10.1 million 
people within 100 miles. The San Francisco/Oakland and Sacramento areas are the 
number 5 and number 19 DMAs in the United States, respectively.                 

The Company manages the operations of Six Flags Marine World under a
management agreement pursuant to which the Company is entitled to receive an    
annual base management fee of $250,000 and up to $250,000 annually in additional
fees based on park performance. In addition, the Company leases approximately 55
acres of land at the site on a long-term basis and at nominal rent, entitling   
the Company to receive, in addition to the management fee, 80% of the cash flow 
generated by the combined operations of the park after operating expenses and   
debt service. Finally, the Company has the option to purchase the entire park   
beginning in February 2002.                                                     

   Six Flags Marine World is located on approximately 136 acres and offers
various rides and other traditional theme park attractions, as well as          
presentation stadiums, animal habitats and picnic areas, bordering a 55-acre    
man-made lake. The park provides for the shelter and care for marine mammals,   
land animals, sharks, birds and reptiles, tropical and cold water fish and      
marine invertebrates, all featured in a variety of exhibits and participatory   
attractions.                                                                    

  Six Flags Marine World's principal competitors are Underwater World at
Pier 39 in San Francisco, Great America in Santa Clara and Outer Bay at Monterey
Bay Aquarium. These attractions are located approximately 30, 60 and 130 miles  
from Six Flags Marine World, respectively.                                      

     The Company accounts for its interest in Six Flags Marine World under the
equity method of accounting. See Note 5 to Notes to Consolidated Financial      
Statements.                                                                     

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SIX FLAGS NEW ENGLAND                                               

    Six Flags New England is a combination theme and water park, located off
Interstate 91 near Springfield, Massachusetts, approximately 90 miles west of   
Boston. Six Flags New England is the 31st largest theme park in North America   
with a primary market that includes Springfield and western Massachusetts,      
Hartford and western Connecticut, as well as portions of eastern Massachusetts  
(including Boston) and eastern New York. This market provides the park with a   
permanent resident population base of approximately 3.1 million people within 50
miles and 15.2 million people within 100 miles. Springfield, Providence,        
Hartford/New Haven and Boston are the number 105, number 50, number 27 and      
number 6 DMAs in the United States. Six Flags New England is comprised of       
approximately 230 acres, with 90 acres currently used for park operations, 12   
acres for a picnic grove and approximately 128 undeveloped acres.               

 Six Flags New England's only significant competitor is Lake Compounce
located in Bristol, Connecticut, approximately 50 miles from Six Flags New      
England. To a lesser extent, Six Flags New England competes with The Great      
Escape, the Company's park located in Lake George, New York, approximately 150  
miles from Six Flags New England.                                               

SIX FLAGS ST. LOUIS                                                 

    Six Flags St. Louis, the 33rd largest theme park in North America,  is a
combination theme and water park located in Eureka,  Missouri,  about 35 miles  
west of St.  Louis,  Missouri.  The St. Louis market  provides the park with a  
permanent  resident  population of approximately  2.6 million people within 50  
miles and  approximately  3.8 million  people within 100 miles.  The St. Louis  
market is the number 22 DMA in the United States.                               

     The Company owns a site of approximately 497 acres of which approximately
132 are used for park operations. Six Flags St. Louis competes with Kings       
Island, located near Cincinnati, Ohio, approximately 350 miles from the park;   
Worlds of Fun in Kansas City, Missouri, located approximately 250 miles from the
park; Cedar Point, located in Sandusky, Ohio, approximately 515 miles from the  
park; Silver Dollar City, located in Branson, Missouri, approximately 250 miles 
from the park; and Six Flags Great America, the Company's park located near     
Chicago, Illinois, approximately 320 miles from the park.                       

SIX FLAGS WORLDS OF ADVENTURE                                       

Six Flags Worlds of Adventure, a combination theme, water and marine
wildlife park, represents the consolidation of Six Flags of Ohio and the        
adjacent park formerly known as Sea World of Ohio. The park is located in       
Aurora, Ohio, 20 miles southeast of Cleveland and approximately 30, 60 and 120  
miles, respectively, from Akron and Youngstown, Ohio and Pittsburgh,            
Pennsylvania. This market provides the park with a permanent resident population
base of approximately 4.0 million people within 50 miles of the park and        
approximately 7.1 million within 100 miles. The Cleveland/Akron, Youngstown and 
Pittsburgh markets are the number 15, number 99 and number 20 DMAs in the United
States, respectively.                                                           

Adjacent to Six Flags Worlds of Adventure are a 145 room hotel and a
camping resort each owned and operated by the Company. The campgrounds include  
300 developed campsites, including 24 recreational vehicles (RV's) available for
daily and weekly rental. In 2000, approximately 73,550 people used the Six Flags
Ohio hotel and campgrounds.                                                     

    The 690-acre property on which Six Flags Worlds of Adventure is situated
includes a 50-acre spring-fed lake. The theme park and the water park presently 
occupy approximately 45 acres and the marine wildlife park is located on        
approximately 113 acres. There are approximately 110 acres of undeveloped land  
that have the potential for further development).                               

    Six Flags Worlds of Adventure's principal competitors are Cedar Point in
Sandusky, Ohio and                                                              

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Kennywood in Pittsburgh, Pennsylvania. These parks are located approximately 90 
miles and 120 miles, respectively, from the park. There are also three small    
water parks within a 50-mile radius of Six Flags Worlds of Adventure.           

ENCHANTED VILLAGE AND WILD WAVES                                    

     Enchanted Village and Wild Waves is a water park and children's ride park
located in Seattle, Washington. The facility is located on approximately 65     
acres. The Seattle-Tacoma market provides the park with a permanent resident    
population of approximately 3.4 million people within 50 miles and approximately
4.3 million people within 100 miles. The Seattle-Tacoma is the number 12 DMA in 
the United States. The park is primarily a water park and currently lacks a full
complement of rides and revenue outlets. As a result, the Company believes that 
there is an opportunity over the next several years to increase this park's     
revenue, attendance and cash flow, with relatively modest capital expenditures. 
The park does not have any significant direct competitors.                      

FRONTIER CITY                                                       

Frontier City is a western theme park located along Interstate 35 in
northeast Oklahoma City, Oklahoma, approximately 100 miles from Tulsa. The      
park's market includes nearly all of Oklahoma and certain parts of Texas and    
Kansas, with its primary market in Oklahoma City and Tulsa. This market provides
the park with a permanent resident population base of approximately 1.2 million 
people within 50 miles of the park and 2.5 million people within 100 miles. The 
Oklahoma City and Tulsa markets are the number 45 and number 59 DMAs in the     
United States, respectively                                                     

The Company owns a site of approximately 109 acres, with 55 acres   
currently used for park operations. Frontier City's only significant            
competitor is the Company's Six Flags Over Texas, located in Arlington,         
Texas, approximately 225 miles from Frontier City.                              

THE GREAT ESCAPE                                                    

    The Great Escape, which opened in 1954, is a combination theme and water
park located off Interstate 87 in the Lake George, New York resort area, 180    
miles north of New York City and 40 miles north of Albany. The park's primary   
market includes the Lake George tourist population and the upstate New York and 
western New England resident population. This market provides the park with a   
permanent resident population base of approximately 880,000 people within 50    
miles of the park and 2.8 million people within 100 miles. According to         
information released by local governmental agencies, approximately 9 million    
tourists visited the Lake George area in 2000. The Albany market is the number  
56 DMA in the United States                                                     

      The Great Escape is located on a site of approximately 368 acres, with 143
acres currently used for park operations. Approximately 43 of the undeveloped   
acres are suitable for park expansion. The Great Escape's only significant      
direct competitor is Six Flags New England, the Company's park located in       
Springfield, Massachusetts, approximately 150 miles from The Great Escape. In   
addition, there is a smaller water park located in Lake George.                 

WATERWORLD PARKS                                                    

   The Waterworld Parks consist of two water parks (Waterworld USA/Concord
and Waterworld USA/Sacramento).                                                 

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     Waterworld USA/Concord is located in Concord, California, in the East Bay
area of San Francisco. The park's primary market includes nearly all of the San 
Francisco Bay area. This market provides the park with a permanent resident     
population base of approximately 8.0 million people within 50 miles of the park 
and 10.5 million people within 100 miles. The San Francisco Bay market is the   
number 5 DMA in the United States.                                              

 Waterworld USA/Sacramento is located on the grounds of the California
State Fair in Sacramento, California. The facility's primary market includes    
Sacramento and the immediate surrounding area. This market provides the park    
with a permanent resident population base of approximately 2.8 million people   
within 50 miles of the park and 10.1 million people within 100 miles. The       
Sacramento market is the number 19 DMA in the United States.                    

      Both facilities are leased under long-term ground leases. The Concord site
includes approximately 21 acres. The Sacramento facility is located on          
approximately 14 acres, all of which is used for the park. Concord's only       
significant direct competitor is Raging Waters located in San Jose,             
approximately 50 miles from that facility. Sacramento's only significant        
competitor is Sunsplash located in northeast Sacramento, approximately 20 miles 
from that facility.                                                             

WHITE WATER BAY                                                     

     White Water Bay is a tropical themed water park situated on approximately
22 acres located along Interstate 40 in southwest Oklahoma City, Oklahoma. The  
park's primary market includes the greater Oklahoma City metropolitan area.     
Oklahoma City is the number 45 DMA in the United States. This market provides   
the park with a permanent resident population base of approximately 1.2 million 
people within 50 miles of the park and 2.5 million people within 100 miles.     

WYANDOT LAKE                                                        

      Wyandot Lake is mainly a water park, but also offers traditional amusement
park attractions with 15 "dry" rides, games, shows and a large catering         
facility. It is located just outside of Columbus, Ohio, adjacent to the Columbus
Zoo on property subleased from the Columbus Zoo. The park's primary market      
includes the Columbus metropolitan area and other central Ohio towns. This      
market provides the park with a permanent resident population base of           
approximately 2.1 million people within 50 miles of the park and approximately  
6.6 million people within 100 miles. The Columbus market is the number 34 DMA in
the United States.                                                              

The Company leases from the Columbus Zoo the land, the buildings and
several rides which existed on the property at the time the lease was entered   
into in 1983. The current lease expires in 2002, but the Company expects to     
exercise its available options through 2008. The land leased by Wyandot Lake    
consists of approximately 18 acres. The park shares parking facilities with the 
Columbus Zoo.                                                                   

Wyandot Lake's direct competitors are Kings Island, located near    
Cincinnati, Ohio, and Cedar Point, located in Sandusky, Ohio. Each of these     
parks is located approximately 100 miles from Wyandot Lake. Although the        
Columbus Zoo is located adjacent to the park, it is a complementary attraction, 
with many patrons visiting both facilities.                                     

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DESCRIPTION OF INTERNATIONAL PARKS                                              

SIX FLAGS BELGIUM                                                   

    Six Flags Belgium (formerly know as Walibi-Wavre) is a combination theme
park and year-round indoor water park - called Aqualibi - near Brussels. The    
park is being rebranded for the 2001 season with the introduction of the Looney 
Tunes and other Warner Bros. characters and an expansion of the park's rides and
attractions. The park is located on 120 acres. The Company estimates that       
approximately 8.3 million people live within a 50 mile radius of the park and   
approximately 23.9 million people live within 100 miles. The park's primary     
competitors are Bobbejaanland in Belgium, Efteling in Holland and Parc Asterix  
in France. These parks are located approximately 70, 100 and 200 miles from Six 
Flags Belgium, respectively. The park also competes with the Company's          
Bellewaerde park, approximately 100 miles from Six Flags Belgium.               

SIX FLAGS HOLLAND                                                   

Six Flags Holland is a theme park located on 390 acres that features
over 30 rides and numerous shows, games and food venues. The park was           
rebranded as a "Six Flags" park for the 2000 season in conjunction with a       
substantial capital expansion and the introduction of the Looney Tunes and      
other licensed characters. The park is located in the heart of the              
Netherlands, just west of Amsterdam. This market provides the park with a       
permanent resident population base of approximately 7.5 million people within   
a 50 mile radius of the park and approximately 28.6 million people within 100   
miles. The park's primary competitor is Efteling in Holland, approximately      
100 miles from the park.                                                        

SIX FLAGS MEXICO                                                    

In May 1999, the Company acquired Reino Aventura, the largest paid  
admission theme park in Mexico, which was rebranded as Six Flags Mexico for the 
2000 season. The park first opened in 1982 and is located on approximately 107  
acres in Mexico City, which are leased on a long-term basis from the Federal    
District of Mexico. More than 22 million people live within 50 miles of Six     
Flags Mexico. Six Flags Mexico's principal competitors are Chapultepec and      
Divertido, both amusement parks located in Mexico City.                         

BELLEWAERDE                                                         

 Bellewaerde is a combination animal and theme park in Ieper, Belgium.
It lies in historic Flanders, the northern area of Belgium. The park is         
situated on 130 acres. The Company estimates that approximately 4.3 million     
people live within a 50 mile radius of the park and approximately 16.8          
million people live within 100 miles. The park's primary competitors are        
Plopsaland and Bobbejaanland, each located in Belgium. These parks are          
located approximately 125 and 120 miles from Bellewaerde, respectively. The     
park also competes with Six Flags Belgium, approximately 100 miles from         
Bellewaerde.                                                                    

WALIBI AQUITAINE                                                    

   Walibi Aquitaine is a theme park located in Southwestern France between
Bordeaux and Toulouse. The park is located on approximately 74 acres.           
Approximately 1.0 million people live within a 50 mile radius of the park and   
approximately 5.2 million people live within 100 miles. The park's nearest      
competitor is Futuroscope in Poitiers, France which is located 250 miles from   
Walibi Aquitaine.                                                               

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WALIBI RHONE-ALPES                                                  

Walibi Rhone-Alpes is a combination theme and water park located in 
eastern France in the heart of the Lyon-Geneva-Grenoble triangle. The park is   
located on approximately 86 acres. Approximately 3.9 million people live within 
a 50 mile radius of the park and approximately 10.5 million people live within  
100 miles. The park's primary competitor is Parc Asterix in France which is     
located approximately 310 miles away.                                           

WALIBI SCHTROUMPF                                                   

      Walibi Schtroumpf is a Smurf-themed park located near Metz in northeastern
France. The park is located on approximately 375 acres. The park's main markets 
include parts of France, Belgium, Luxembourg and Germany. These markets provide 
the park with a permanent resident population base of approximately 2.2 million 
people within a 50 mile radius of the park and approximately 4.5 million people 
within 100 miles. The park's primary competitors are Europa Park in Germany and 
Parc Asterix in France. These parks are located approximately 150 and 220 miles 
from the park, respectively.                                                    

WARNER BROS. MOVIE WORLD GERMANY                                    

In November 1999, the Company acquired Warner Bros. Movie World     
Germany, a "Hollywood" themed park located near Dusseldorf, Germany. The park   
is located on approximately 148 acres of land, most of which is leased on a     
long-term basis with the balance owned. Approximately 15.0 million people       
live within 50 miles of the park and 35.2 million people within 100 miles.      
The park's primary competitors are Phantasialand Park, located approximately    
75 miles from the park, and Efteling, located approximately 110 miles from      
the park.                                                                       

WARNER BROS. MOVIE WORLD MADRID (UNDER CONSTRUCTION)                

The Company is managing the development of a new park to be known as
Warner Bros. Movie World Madrid, near Madrid, Spain. The park, which is         
scheduled to open in the spring of 2002, will be located on approximately 150   
acres with ample room for expansion.                                            

 The park's primary market includes the metropolitan Madrid area. This
market provides the park with a permanent resident population base of           
approximately 5 million people within a 50 mile radius of the park and          
approximately 10 million people within 100 miles. In addition, nearly 10 million
people visit Madrid annually and thus will become part of the market potential  
of this park. The park's primary competitors are Parque de Atracciones in Madrid
and Terra Mitica in Valencia. These parks are located approximately 20 and 230  
miles from the park, respectively.                                              

    The Company is paid a development fee from the owner and will manage the
park on a long-term basis following its opening. The Company also holds a       
minority interest in the park's ownership.                                      

   For additional financial and other information concerning the Company's
international operations, see Note 3 to Notes to Consolidated Financial         
Statements.                                                                     

PENDING ACQUISITION                                                             

LA RONDE                                                            

    The Company has entered into a letter of intent to acquire substantially
all of the assets of La Ronde, a theme park located in the City of Montreal for 
Can. $30.0 million (approximately US $20.0 million using the December 31, 2000  
exchange rate). Under this arrangement, the Company has agreed to               

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invest in the park Can. $90.0 million (approximately US $60.0 million using that
exchange rate) over four seasons, commencing in 2002. The park is located on the
146 acre site of the 1967 Montreal Worlds Fair. The Company will lease the land 
on which the park is located on a long-term basis. Montreal has a metropolitan  
population of approximately 3.3 million, with approximately 4.1 million people  
living within 50 miles and is a major tourist destination. There can be no      
assurance that this acquisition will be completed.                              

MARKETING AND PROMOTION                                                         

The Company attracts visitors through locally oriented multimedia   
marketing and promotional programs for each of its parks. These programs are    
tailored to address the different characteristics of their respective markets   
and to maximize the impact of specific park attractions and product             
introductions. All marketing and promotional programs are updated or completely 
revamped each year to address new developments. Marketing programs are          
supervised by Six Flags' Senior Vice President for Marketing, with the          
assistance of Six Flags' senior management and in-house marketing staff, as well
as its national advertising agency.                                             

The Company also develops partnership relationships with well-known 
national and regional consumer goods companies and retailers to supplement its  
advertising efforts and to provide attendance incentives in the form of         
discounts and/or premiums. The Company has also arranged for popular local radio
and television programs to be filmed or broadcast live from its parks.          

      Group sales and pre-sold tickets provide the Company with a consistent and
stable base of attendance. Each park has a group sales manager and a            
well-trained sales staff dedicated to selling multiple group sales and pre-sold 
ticket programs through a variety of methods, including direct mail,            
telemarketing and personal sales calls.                                         

  The Company has also developed effective programs for marketing season
pass tickets. Season pass sales establish a solid attendance base in advance of 
the season, thus reducing exposure to inclement weather. Additionally, season   
pass holders often bring paying guests and generate "word-of-mouth" advertising 
for the parks.                                                                  

    A significant portion of the Company's attendance is attributable to the
sale of discount admission tickets. The Company offers discounts on multi-visit 
tickets, tickets for specific dates and tickets to affiliated groups such as    
businesses, schools and religious, fraternal and similar organizations. The     
increased in-park spending which results from such attendance is not offset by  
incremental operating expenses, since such expenses are relatively fixed during 
the operating season.                                                           

    The Company also implements promotional programs as a means of targeting
specific market segments and geographic locations not reached through its group 
or retail sales efforts. The promotional programs utilize coupons, sweepstakes, 
reward incentives and rebates to attract additional visitors. These programs are
implemented through direct mail, telemarketing, direct response media,          
sponsorship marketing and targeted multi-media programs. The special promotional
offers are usually for a limited time and offer a reduced admission price or    
provide some additional incentive to purchase a ticket, such as combination     
tickets with a complementary location.                                          

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LICENSES                                                                        

     Six Flags and its subsidiaries, including the Company, have the exclusive
right on a long-term basis to theme park usage of the Warner Bros. and DC comics
animated characters throughout the world except for Asia, Australia, Africa and 
the Las Vegas metropolitan area. In addition, the Cartoon Network and           
Hanna-Barbera characters are available for use by the Company at theme parks    
throughout Europe and Latin and South America. The Company believes that the use
of the Warner Bros. characters adds a new dimension of family entertainment,    
helps drive attendance, lengthens visitors' stay in the parks and increases     
in-park spending. The Company believes the licensed characters are well known in
its non-U.S. markets.                                                           

PARK OPERATIONS                                                                 

   The Company currently operates in geographically diverse markets in the
United States, Europe and Mexico. Each of the Company's parks is operated to the
extent practicable as a separate operating division of the Premier in order to  
maximize local marketing opportunities and to provide flexibility in meeting    
local needs. Each park is managed by a general manager who reports to one of Six
Flags' Executive Vice Presidents (each of whom reports to the Chief Operating   
Officer) and is responsible for all operations and management of the individual 
park. Six Flags also has as Executive Vice President responsible for retail and 
in-park spending at all of the its parks. Local advertising, ticket sales,      
community relations and hiring and training of personnel are the responsibility 
of individual park management in coordination with corporate support teams.     

Each of the Company's theme parks is managed by a full-time, on-site
management team under the direction of the general manager. Each such management
team includes senior personnel responsible for operations and maintenance,      
marketing and promotion, human resources and merchandising. Park management     
compensation structures are designed to provide incentives (including stock     
options and cash bonuses) for individual park managers to execute the Company's 
strategy and to maximize revenues and operating cash flow at each park.         

  The Company's parks are generally open daily from Memorial Day through
Labor Day. In addition, most of the Company's parks are open during weekends    
prior to and following their daily seasons, including as a site for theme events
(such as Hallowscream, Fright Fest and Oktoberfest). Certain of the parks have  
longer operating seasons. Typically, the parks charge a basic daily admission   
price, which allows unlimited use of all rides and attractions, although in     
certain cases special rides and attractions require the payment of an additional
fee.                                                                            

CAPITAL IMPROVEMENTS                                                            

  The Company regularly makes capital investments in the addition of new
rides and attractions at its parks. The Company purchases both new and used     
rides. In addition, the Company rotates rides among its parks to provide fresh  
attractions. The Company believes that the introduction of new rides is an      
important factor in promoting the parks in order to achieve market penetration  
and encourage longer visits, which lead to increased attendance and in-park     
spending. In addition, the Company generally adds theming to acquired parks and 
enhances the theming and landscaping of its existing parks in order to provide a
complete family oriented entertainment experience. Capital expenditures are     
planned on a seasonal basis with most expenditures made during the off-season.  
Expenditures for materials and services associated with maintaining assets, such
as painting and inspecting rides are expensed as incurred and therefore are not 
included in capital expenditures.                                               

   The Company's level of capital expenditures are directly related to the
optimum mix of rides and attractions given park attendance and market           
penetration. These targeted expenditures are intended to drive significant      
attendance growth at the parks and to provide an appropriate complement of      
entertainment value,                                                            

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depending on the size of a particular market. As an individual park begins to   
reach an appropriate attendance penetration for its market, management generally
plans a new ride or attraction every two to four years in order to enhance the  
park's entertainment product.                                                   

 The Company believes that there are ample sources for rides and other
attractions, and the Company is not dependent on any single source. Certain of  
these manufacturers are located outside the United States.                      

MAINTENANCE AND INSPECTION                                                      

   The Company's rides are inspected daily by maintenance personnel during
the operating season. These inspections include safety checks as well as regular
maintenance and are made through both visual inspection of the ride and test    
operation. Senior management of Premier and the individual parks evaluate the   
risk aspects of each park's operation. Potential risks to employees and staff as
well as to the public are evaluated. Contingency plans for potential emergency  
situations have been developed for each facility. During the off-season,        
maintenance personnel examine the rides and repair, refurbish and rebuild them  
where necessary. This process includes x-raying and magnafluxing (a further     
examination for minute cracks and defects) steel portions of certain rides at   
high-stress points. At March 1, 2001, the Company had approximately 1,135       
full-time employees who devote substantially all of their time to maintaining   
the parks and their rides and attractions.                                      

   In addition to the Company's maintenance and inspection procedures, the
Company's liability insurance carrier performs a periodic inspection of each    
park and all attractions and related maintenance procedures. The result of      
insurance inspections are written evaluation and inspection reports, as well as 
written suggestions on various aspects of park operations. Governmental         
inspectors in certain jurisdictions also conduct annual ride inspections before 
the beginning of each season. Other portions of each park are also subject to   
inspections by local fire marshals and health and building department officials.
Furthermore, the Company uses Ellis & Associates as water safety consultants at 
its parks in order to train life guards and audit safety procedures.            

INSURANCE                                                                       

The Company maintains insurance of the type and in amounts that it  
believes are commercially reasonable and that are available to businesses in its
industry. The Company maintains multi-layered general liability policies that   
provide for excess liability coverage of up to $100.0 million per occurrence.   
With respect to liability claims arising out of occurrences on and after July 1,
1998, there is no self-insured retention by the Company. In addition, with      
respect to claims arising out of occurrences prior to July 1, 1998 at the parks 
acquired by Six Flags in its acquisition of SFEC, there is no self-insured      
retention. The self-insurance portion of claims arising out of occurrences prior
to that date at the Company's other U.S. parks is $50,000. The Company also     
maintains fire and extended coverage, workers' compensation, business           
interruption and other forms of insurance typical to businesses in its industry.
The fire and extended coverage policies insure the Company's real and personal  
properties (other than land) against physical damage resulting from a variety of
hazards.                                                                        

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COMPETITION                                                                     

  The Company's parks compete directly with other theme parks, water and
amusement parks and indirectly with all other types of recreational facilities  
and forms of entertainment within their market areas, including movies, sports  
attractions and vacation travel. Accordingly, the Company's business is and will
continue to be subject to factors affecting the recreation and leisure time     
industries generally, such as general economic conditions and changes in        
discretionary consumer spending habits. Within each park's regional market area,
the principal factors affecting competition include location, price, the        
uniqueness and perceived quality of the rides and attractions in a particular   
park, the atmosphere and cleanliness of a park and the quality of its food and  
entertainment. The Company believes its parks feature a sufficient variety of   
rides and attractions, restaurants, merchandise outlets and family orientation  
to enable it to compete effectively.                                            

SEASONALITY                                                                     

    The operations of the Company are highly seasonal, with more than 90% of
park attendance in 2000 occurring in the second and third calendar quarters and 
the most active period falling between Memorial Day and Labor Day. The great    
majority of the Company's revenues are earned in the second and third quarters  
of each year.                                                                   

ENVIRONMENTAL AND OTHER REGULATION                                              

   The Company's operations are subject to increasingly stringent federal,
state and local environmental laws and regulations including laws and           
regulations governing water discharges, air emissions, soil and groundwater     
contamination, the maintenance of underground storage tanks and the disposal of 
waste and hazardous materials. In addition, its operations are subject to other 
local, state and federal governmental regulations including, without limitation,
labor, health, safety, zoning and land use and minimum wage regulations         
applicable to theme park operations, and local and state regulations applicable 
to restaurant operations at the park. The Company believes that it is in        
substantial compliance with applicable environmental and other laws and         
regulations and, although no assurance can be given, it does not foresee the    
need for any significant expenditures in this area in the near future.          

In addition, portions of the undeveloped areas at some parks are    
classified as wetlands. Accordingly, the Company may need to obtain governmental
permits and other approvals prior to conducting development activities that     
affect these areas, and future development may be limited in some or all of     
these areas.                                                                    

EMPLOYEES                                                                       

     At March 1, 2001, the Company employed 2,774 full-time employees, and the
Company employed nearly 36,000 seasonal employees during the 2000 operating     
season. In this regard, the Company competes with other local employers for     
qualified student and other candidates on a season-by-season basis. As part of  
the seasonal employment program, the Company employs a significant number of    
teenagers, which subjects the Company to child labor laws.                      

   Approximately 5.9% of the Company's full-time and approximately 6.3% of
its seasonal employees are subject to labor agreements with local chapters of   
national unions. These labor agreements expire in December 2002 (Six Flags Great
Adventure) and January 2003 (Six Flags St. Louis). The Company has not          
experienced any strikes or work stoppages by its employees, and the Company     
considers its employee relations to be good.                                    

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ITEM 2.     PROPERTIES                                                          

Set forth below is a brief description of the Company's material real estate at 
March 1, 2001:                                                                  

Six Flags America, Largo, Maryland -- 515 acres (fee ownership)                 
Six Flags AstroWorld, Houston, Texas -- 85 acres (fee ownership)                
Six Flags Belgium, Brussels, Belgium -- 120 acres (fee ownership)               
Six Flags Darien Lake, Darien Center, New York -- 988 acres (fee ownership)     
Six Flags Elitch Gardens, Denver, Colorado -- 67 acres (fee ownership)          
Six Flags Fiesta Texas, San Antonio, Texas -- 206 acres (fee ownership)         
Six Flags Great Adventure, Hurricane Harbor & Wild Safari, Jackson, New Jersey  
-- 2,200 acres (fee ownership)                                            
Six Flags Great America, Gurnee, Illinois -- 440 acres (fee ownership)          
Six Flags Holland, Biddinghuizen, The Netherlands -- 390 acres (fee ownership   
and leasehold interest)(1)                                                
Six Flags Hurricane Harbor, Arlington, Texas -- 47 acres (fee ownership)        
Six Flags Hurricane Harbor, Valencia, California -- 12 acres (fee ownership)    
Six Flags Kentucky Kingdom, Louisville, Kentucky -- 58 acres (fee ownership and 
leasehold interest)(2)                                                    
Six Flags Magic Mountain, Valencia, California -- 260 acres (fee ownership)     
Six Flags Marine World, Vallejo, California -- 138 acres (long-term leasehold   
interest at nominal rent)                                                 
Six Flags Mexico, Mexico City, Mexico - 107 acres (leasehold interest)(3)       
Six Flags New England, Agawam, Massachusetts -- 230 acres (substantially all fee
ownership)                                                                
Six Flags St. Louis, Eureka, Missouri -- 497 acres (fee ownership)              
Six Flags WaterWorld, Houston, Texas -- 14 acres (fee ownership)                
Six Flags White Water Atlanta, Marietta, Georgia - 69 acres (fee ownership)     
Six Flags Worlds of Adventure, Aurora, Ohio -- 690 acres (fee ownership)        
Bellewaerde, Ieper, Belgium -- 130 acres (fee ownership)                        
Enchanted Village, Seattle, Washington -- 65 acres (leasehold interest)(4)      
Frontier City, Oklahoma City, Oklahoma -- 109 acres (fee ownership)             
The Great Escape, Lake George, New York -- 368 acres (fee ownership)            
Splashtown, Spring, Texas - 60 acres (fee ownership)                            
Walibi Aquitaine, Roquefort, France -- 74 acres (fee ownership)                 
Walibi Rhone-Alpes, Les Avenieres, France -- 86 acres (fee ownership)           
Walibi Schtroumpf, Metz, France -- 375 acres (fee ownership)                    
Warner Bros. Movie World Germany, Bottrop, Germany - 148 acres (fee ownership   
and leasehold interest)(5)                                                
Waterworld/Concord, Concord, California -- 21 acres (leasehold interest)(6)     
Waterworld/Sacramento, Sacramento, California -- 14 acres (leasehold            
interest)(7)                                                              
White Water Bay, Oklahoma City, Oklahoma -- 22 acres (fee ownership)            
Wyandot Lake, Columbus, Ohio -- 18 acres (leasehold interest)(8)                

----------                                                                      
(1)   A substantial portion of the land is leased from a governmental agency    
    with a term expiring in 2018. An undeveloped portion of the land is also
leased on a year-to-year basis. The balance is owned.               
(2)   Approximately 38 acres are leased under ground leases with terms          
(including renewal options) expiring between 2021 and 2049, with the
balance owned by the Company.                                       
(3)   The site is leased from the Federal District of Mexico City. The lease    
expires in 2017.                                                    
(4)   The site is leased from the prior owner. The base term of the lease       
      expires in 2003 and the Company has renewal options covering an additional
46 years.                                                           
(5)   Approximately 7% of the site is owned. The balance is leased from multiple
     landlords with lease terms in most cases ranging between 60 and 99 years.
(6)   The site is leased from the City of Concord. The lease expires in 2025 and
the Company has five five-year renewal options.                     
(7)   The site is leased from the California Exposition and State Fair. The     
lease expires in 2015 and, subject to the satisfaction of certain   
      conditions, may be renewed by the Company for an additional ten-year term.
(8)   The site is subleased from the Columbus Zoo. The lease expires in 2002 and
      the Company has two renewal options with an aggregate 8 year term. Acreage
     for this site does not include approximately 30 acres of parking which is
shared with the Columbus Zoo.                                       

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The Company has granted to its lenders under its $1.2 billion credit
agreement a mortgage on substantially all of its United States properties.      

     In addition to the foregoing, at March 1, 2001, the Company owned certain
undeveloped land in Indiana and indirectly owned real estate interests through  
its non-controlling general partnership interest in 229 East 79th Street        
Associates L.P., a limited partnership that converted to cooperative ownership a
New York City apartment building. In addition, the Company leases office space  
and a limited number of rides and attractions at its parks. See Note 12 to Notes
to Consolidated Financial Statements.                                           

The Company considers its properties to be well-maintained, in good 
condition and adequate for their present uses and business requirements.        

ITEM 3.     LEGAL PROCEEDINGS                                                   

    The nature of the industry in which the Company operates tends to expose
it to claims by visitors for injuries. Historically, the great majority of these
claims have been minor. While the Company believes that it is adequately insured
against the claims currently pending against it and any potential liability, if 
the Company becomes subject to damages that cannot by law be insured against,   
such as punitive damages, there may be a material adverse effect on its         
operations.                                                                     

In December 1998, a final judgment of $197.3 million in compensatory
damages was entered against SFEC, Six Flags Theme Parks Inc., Six Flags Over    
Georgia, Inc. and TWE, and a final judgment of $245.0 million in punitive       
damages was entered against Time Warner Entertainment Company, L.P. ("TWE") and 
of $12.0 million in punitive damages was entered against the referenced Six     
Flags entities. The compensatory damages judgment has been paid and the Company 
has been advised that TWE is considering an appeal to the U.S. Supreme Court of 
the punitive damages judgment. The judgments arose out of a case entitled SIX   
FLAGS OVER GEORGIA, LLC ET AL. V. TIME WARNER ENTERTAINMENT COMPANY, L.P. ET AL.
based on, among other things, certain disputed partnership affairs prior to the 
Company's acquisition of SFEC at Six Flags Over Georgia, including alleged      
breaches of fiduciary duty.                                                     

 The sellers in the SFEC acquisition, including Time Warner Inc., have
agreed to indemnify the Company from any and all liabilities arising out of this
litigation.                                                                     

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                 

None.                                                               

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 PART II

ITEM 5.     MARKET FOR THE REGISTRANT'S COMMON EQUITY AND                       
RELATED STOCKHOLDER MATTERS                             

    All of the Company's Common Stock is owned by Six Flags, and there is no
public market for the Common Stock.                                             

    The Company paid no cash dividends during the three years ended December
31, 2000. The indenture relating to the Company's notes and the Company's senior
credit facility limit the payment of cash dividends to Six Flags. See Note 7 to 
Notes to Consolidated Financial Statements.                                     

ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF                             
FINANCIAL CONDITION AND RESULTS OF OPERATIONS           

GENERAL                                                                         

     The Company's revenue is derived from the sale of tickets for entrance to
its parks (approximately 54.1%, 54.0%, and 53.5%, in 2000, 1999 and 1998,       
respectively) and the sale of food, merchandise, games and attractions inside   
its parks, as well as sponsorship and other income (approximately 45.9%, 46.0%  
and 46.5% in 2000, 1999 and 1998, respectively). The Company's principal costs  
of operations include salaries and wages, employee benefits, advertising,       
outside services, maintenance, utilities and insurance. The Company's expenses  
are relatively fixed. Costs for full-time employees, maintenance, utilities,    
advertising and insurance do not vary significantly with attendance, thereby    
providing the Company with a significant degree of operating leverage as        
attendance increases and fixed costs per visitor decrease.                      

  Results of operations for 2000 do not include the results of Enchanted
Village and Wild Waves since it was transferred to the Company by Six Flags in  
early 2001. Historical results of operations for 1999 include the results of    
operations of SFEC for the entire year, of Six Flags Mexico and Splashtown only 
from the dates of their respective acquisitions in May 1999 and of Warner Bros. 
Movie World Germany from its acquisition in November 1999 (following its 1999   
operating season). Results of Walibi and SFEC are included in 1998 results only 
from the dates of their respective acquisitions (March 26, 1998, in the case of 
Walibi, and April 1, 1998, in the case of SFEC).                                

The Company believes that significant opportunities exist to acquire
additional theme parks. In addition, the Company intends to continue its        
on-going expansion of the rides and attractions and overall improvement of its  
parks to maintain and enhance their appeal. Management believes this strategy   
has contributed to increased attendance, lengths of stay and in-park spending   
and, therefore, profitability.                                                  

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RESULTS OF OPERATIONS                                                           

YEARS ENDED DECEMBER 31, 2000 AND 1999                                          

REVENUE. Revenue in 2000 totaled $1,006.6 million compared to $927.0
million for 1999, representing an 8.6% increase. The increase over the prior    
year was primarily due to increased per capita spending at the Company's        
domestic parks and the inclusion for the entire 2000 year of the revenues of    
Movie World Germany acquired in November 1999. The Company believes that        
revenues in 2000 were adversely affected by unusually difficult weather,        
particularly in June and July, in a large number of its major markets. Reported 
revenues from the Company's European parks as translated into U.S. dollars were 
adversely impacted by a decline in European currencies during the 2000. Revenue 
growth in 2000 would have been approximately $20.0 million higher had European  
currency exchange rates remained at 1999 levels.                                

   OPERATING EXPENSES. Operating expenses for 2000 increased $22.2 million
compared to actual expenses for 1999 but decreased $14.1 million from the       
prior year on a same park basis (including the pre-acquisition results for      
1999 of the parks acquired in that year). The 6.3% increase in actual           
expenses is exclusively attributable to the inclusion for the entire year       
ended December 31, 2000 of two consolidated parks acquired in May 1999 and      
one acquired in November 1999 (the "Acquired Parks). If the full year results   
of the Acquired Parks were included in both periods, as a percentage of         
revenues operating expenses would have been 37.3% in 2000 and 39.5% in 1999.    

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and           
administrative expenses for 2000 decreased $12.6 million from the prior year    
on a same park basis. As a percentage of revenue (including the Acquired        
Parks for both years), selling, general and administrative expenses would       
have been 16.4% in 2000 and 17.1% in 1999.                                      

 COSTS OF PRODUCTS SOLD. Costs of products sold in 2000 increased $4.9
million compared to 1999 actual but decreased $3.8 million on a same park basis.
As a percentage of theme park food, merchandise and other revenues, costs of    
products sold were 20.7% in 2000 compared to 21.8% in 1999.                     

      DEPRECIATION AND AMORTIZATION EXPENSE; INTEREST EXPENSE, NET; OTHER INCOME
(EXPENSE). Depreciation and amortization expense for 2000 increased $24.2       
million compared to 1999. The increase compared to the 1999 level was           
attributable to the Company's on-going capital program at the previously owned  
parks and from the additional expense associated with the Acquired Parks.       
Exclusive of the Acquired Parks, 2000 depreciation and amortization expense     
increased $15.4 million compared to 1999. Interest expense, net increased $25.2 
million compared to the 1999 level. The increase resulted from higher average   
interest rates on a higher average debt and reduced interest income from lower  
average cash and cash equivalent balances during 2000. The $6.6 million         
increase in other expense in 2000 was related to the removal and disposal of    
rides, buildings and other assets at two parks that were substantially improved 
and rebranded as "Six Flags" theme parks.                                       

   EQUITY IN OPERATIONS OF THEME PARKS. Equity in operations of theme park
partnerships reflects the Company's share of the income or loss of Six Flags    
Marine World and its management. The Company became entitled to a share of the  
cash flows from the lease and management of Six Flags Marine World in 1998. See 
Note 2 to Notes to Consolidated Financial Statements.                           

      INCOME TAX EXPENSE. Income tax expense was $41.8 million for 2000 compared
to a $44.3 million expense for 1999. The Company's effective tax rate is        
adversely affected from permanent differences associated with goodwill          
amortization for financial purposes and the lesser amount of amortization that  
is deductible for tax purposes.                                                 

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 At December 31, 2000, the Company estimates that it had approximately
$508.3 million of net operating losses ("NOLs") carryforwards for Federal income
tax purposes. The NOLs are subject to review and potential disallowance by the  
Internal Revenue Service upon audit of the Federal income tax returns of the    
Company and its subsidiaries. In addition, the use of such NOLs is subject to   
limitations on the amount of taxable income that can be offset with such NOLs.  
Some of such NOLs also are subject to a limitation as to which of the           
subsidiaries' income such NOLs are permitted to offset. Although, no assurance  
can be given as to the timing or amount of the availability of such NOLs to the 
Company and its subsidiaries, the Company anticipates that it is more likely    
than the NOLs will be utilized prior to their expiration. See Note 8 to Notes to
Consolidated Financial Statements.                                              

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YEARS ENDED DECEMBER 31, 1999 AND 1998                                          

    The table below sets forth certain historical financial information with
respect to the Company for the years ended December 31, 1999 (which includes    
SFEC for the entire year) and 1998 and with respect to SFEC and Walibi for the  
three months ended March 31, 1998 (representing the pre-acquisition portion of  
the 1998 year).                                                                 

                                                        [Enlarge/Download Table]


                                                                                   Year Ended December 31, 1998                
                                                                     ----------------------------------------------------------
                                                                     Historical    Historical                                  
                                                                        SFEC        Walibi for                                 
                                                                     for Period      Period                                    
                                           Year Ended                 Prior to       Prior to         Pro                      
                                          December 31,  Historical    April 1,       March 26,        Forma           Company  
                                              1999       Company      1998(1)        1998(2)       Adjustments       Pro Forma 
                                         -------------  ---------    ---------      ---------      -----------       ----------
                                                                    (Unaudited)    (Unaudited)     (Unaudited)      (Unaudited)
                                                                       (In thousands)                                          
                                                                                                                               
Revenue:                                                                                                                       
   Theme park admissions.................   $ 500,417   $ 423,461    $  15,047      $     883      $      --         $ 439,391 
   Theme park food,                                                                                                            
     Merchandise and other...............     426,567     368,338        7,792            624             --           376,754 
                                            ---------   ---------    ---------      ---------      ---------         --------- 
      Total revenue......................     926,984     791,799       22,839          1,507             --           816,145 
                                            ---------   ---------    ---------      ---------      ---------         --------- 

Operating costs and expenses:                                                                                                  
   Operating expenses....................     353,728     297,266       45,679          4,626             --           347,571 
   Selling, general and                                                                                                        
     Administrative......................     153,249     117,634       19,278          3,407                          140,319 
   Noncash compensation..................          --         675           --             --             --               675 
   Costs of products sold................      90,699      81,563        2,193            248             --            84,004 
   Depreciation and amortization.........     153,675     109,676       17,629          3,214          6,440(3)        136,959 
                                            ---------   ---------    ---------      ---------      ---------         --------- 
   Total operating costs                                                                                                       
     and expenses........................     751,351     606,814       84,779         11,495          6,440           709,528 
                                            ---------   ---------    ---------      ---------      ---------         --------- 

      Income (loss) from operations......     175,633     184,985      (61,940)        (9,988)        (6,440)          106,617 
                                            ---------   ---------    ---------      ---------      ---------         --------- 

Other income (expense):                                                                                                        
   Interest expense, net.................    (102,532)    (95,410)     (22,508)          (889)        (3,580)         (122,387)
   Equity in operations                                                                                                        
     of theme parks......................       7,075       3,052           --             --             --             3,052 
   Other income (expense), including                                                                                           
     Minority interest...................      (3,551)     (1,983)          --             (1)            --            (1,984)
                                            ---------   ---------    ---------      ---------      ---------         --------- 
   Total other income (expense)..........     (99,008)    (94,341)     (22,508)          (890)        (3,580)         (121,319)
                                            ---------   ---------    ---------      ---------      ---------         --------- 
Income (loss) before income taxes                                                                                              
  and extraordinary loss.................      76,625      90,644      (84,448)       (10,878)       (10,020)          (14,702)
Income tax expense.......................      44,263      46,634           --         (4,786)       (33,755)            8,093 
                                            ---------   ---------    ---------      ---------      ---------         --------- 
Income (loss) before extraordinary loss..   $  32,362   $  44,010    $ (84,448)     $  (6,092)     $  23,735         $ (22,795)
                                            =========   =========    =========      =========      =========         ========= 

EBITDA(6)................................   $ 329,308   $ 294,661    $ (44,311)     $  (6,774)     $      --         $ 243,576 
                                            =========   =========    =========      =========      =========         ========= 

----------                                                                      

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(1)   Includes results of SFEC for the period prior to April 1, 1998, the       
     acquisition date, adjusted to eliminate (i) results of the Six Flags Over
   Texas and Six Flags Over Georgia (the "Partnership Parks") and (ii) the
   expense associated with certain one-time option payments resulting from
    the purchase. The Partnership Parks were transferred to Six Flags on the
acquisition date.                                                   

(2)   Includes results of Walibi for the period prior to March 26, 1998, the    
acquisition date. At that time, Walibi owned six of the Company's   
international parks.                                                

(3)   Includes adjustments to eliminate the historical depreciation and         
    amortization for Six Flags and Walibi and the inclusion of estimated pro
    forma depreciation and amortization for the three months ended March 31,
1998.                                                               

(4)   Includes adjustments to reflect additional interest expense associated    
     with indebtedness incurred to finance the SFEC acquisition net of (a) the
      elimination of the historical interest expense associated with the Company
      and Six Flags credit facilities outstanding prior to April 1, 1998 and the
      long term debt of Walibi and (b) the amortization of the fair market value
 adjustments on certain then outstanding SFEC indebtedness recorded in
   connection with the acquisition of Six Flags. Issuance costs associated
  with the borrowings are being amortized over their respective periods.

(5)   Includes adjustments to reflect the application of income taxes to the pro
    forma adjustments and to the pre-acquisition operations of Six Flags and
   Walibi, after consideration of permanent differences, at a rate of 38%.

(6)   EBITDA is defined as earnings before interest expense, net, income tax    
      expense (benefit), noncash compensation, depreciation and amortization and
 other expenses, including minority interest. The Company has included
    information concerning EBITDA because it is a component of the Company's
      debt covenant ratios and is also used by certain investors as a measure of
    a company's ability to service and/or incur debt. EBITDA is not required
  by generally accepted accounting principles ("GAAP") and should not be
considered in isolation or as an alternative to net income, net cash
provided by operating, investing and financing activities or other  
     financial data prepared in accordance with GAAP or as an indicator of the
Company's operating performance. This information should be read in 
conjunction with the Statements of Cash Flows contained in the      
Consolidated Financial Statements.                                  

----------                                                                      

   REVENUE. Revenue in 1999 totaled $927.0 million ($903.2 million without
giving effect to the three parks acquired in that year (the "Acquired Parks")), 
compared to $791.8 million (actual) and $816.1 million (pro forma) for 1998. The
$87.1 million (10.7%) increase in 1999 revenue (excluding the Acquired Parks)   
compared to pro forma revenue for 1998 resulted primarily from an aggregate same
park attendance increase of 3.8 million (12.9%) resulting in increased admission
and in-park revenues and from increased in-park spending per capita at a number 
of parks, especially the parks rebranded as Six Flags parks for the year.       

   OPERATING EXPENSES. Operating expenses for 1999 increased $56.5 million
($46.4 million excluding the Acquired Parks) compared to actual expenses for    
1998 and increased $6.2 million (but decreased $3.9 million excluding the       
Acquired Parks) compared to pro forma expenses for 1998. The decrease (excluding
the Acquired Parks) compared to pro forma expenses for 1998 resulted primarily  
from operating efficiencies realized at the Six Flags parks subsequent to their 
acquisition on April 1, 1998. Comparing 1999 actual (excluding the Acquired     
Parks) to 1998 pro forma as a percentage of revenues, these expenses were 38.0% 
and 42.5% respectively.                                                         

    SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses (excluding noncash compensation) for 1999 increased $35.6 million and  
$12.9 million, respectively, compared to the actual and pro forma expenses for  
1998. Selling, general and administrative expenses for the Acquired Parks were  
$4.1 million for 1999. Advertising expenditures for 1999 increased by $23.3     
million over the pro forma expense for 1998 reflecting a return to historical   
advertising levels of expenditures at the Six Flags parks and additional        
expenditures in support of the 1999 transition of four parks to the Six Flags   
brand. Remaining selling, general and administrative expenses in 1999 decreased 
by $14.5 million compared to 1998 pro forma levels primarily as a result of     
reduced corporate level expenditures, including staffing, related to the closing
of the former Six Flags corporate office subsequent to the April 1, 1998        
acquisition, as well as certain other savings, including insurance. Comparing   
1999 actual (excluding the Acquired Parks) to                                   

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1998 pro forma as a percentage of revenues, selling, general and administrative 
expenses (excluding noncash compensation) were 16.5% and 17.2% respectively.    

 COSTS OF PRODUCTS SOLD. Costs of products sold in 1999 increased $9.1
million ($6.7 million excluding the Acquired Parks) and $6.7 million ($4.4      
million excluding the Acquired Parks), respectively, compared to actual and pro 
forma expenses for 1998. As a percentage of theme park food, merchandise and    
other revenues, cost of products sold were 21.2% in 1999 (excluding the Acquired
Parks) compared to 22.3% pro forma in 1998.                                     

 DEPRECIATION AND AMORTIZATION AND INTEREST EXPENSES. Depreciation and
amortization expense for 1999 increased $44.0 million and $16.7 million,        
respectively, compared to the actual and pro forma amounts for 1998. The        
increase compared to the pro forma 1998 level was attributable to the Company's 
on-going capital program at the previously owned parks and from additional      
depreciation and amortization expense associated with the Acquired Parks.       
Interest expense, net increased $7.1 million compared to the actual interest    
expense, net for 1998 and decreased $19.9 million compared to the pro forma     
interest expense, net for that year. The decrease compared to pro forma interest
expense, net for 1998 resulted from the repayment of certain indebtedness of the
Company with the proceeds of a capital contribution by Premier. See Note 7 to   
Notes to Consolidated Financial Statements.                                     

   EQUITY IN OPERATIONS OF THEME PARKS. Equity in operations of theme park
partnerships reflects the Company's share of the income or loss of Six Flags    
Marine World and its management. The Company became entitled to a share of the  
cash flows from the lease and management of Six Flags Marine World in 1998. The 
$4.0 million increase in the equity in operations of theme park partnerships    
compared to the 1998 was attributable to improved performance at that park. See 
Note 5 to Notes to Consolidated Financial Statements.                           

      INCOME TAX EXPENSE. Income tax expense was $44.3 million for 1999 compared
to a $46.6 million expense and a $8.1 million expense for the actual and pro    
forma results, respectively, for 1998. The effective tax rate for 1999 was      
effected by permanent differences associated with goodwill amortization for     
financial purposes being higher that the amount of amortization that is         
deductible for tax purposes.                                                    

LIQUIDITY, CAPITAL COMMITMENTS AND RESOURCES                                    

At December 31, 2000, the Company's total debt aggregated $1,283.8  
million, of which approximately $99.7 million was scheduled to mature prior     
to December 31, 2001. After giving effect to the 2001 tender offer for the      
Company's 9 3/4% Senior Notes due 2007 and the repayment in 2001 of certain     
debt under the Company's senior credit facility from the proceeds of Six        
Flags' senior note offering, total debt at December 31, 2000 would have been    
$846.1 million of which $2.4 million matures prior to December 31, 2001.        
Based on interest rates at December 31, 2000 for floating rate debt and after   
giving effect to the 2001 tender offer and debt repayment and the interest      
rate swaps described below, annual cash interest payments for 2001 on total     
debt at December 31, 2000 will aggregate approximately $76.3 million,           
excluding cash interest paid in 2001 on indebtedness repaid in the 2001         
refinancings. See Note 7 to Notes to Consolidated Financial Statements for      
additional information regarding the Company's indebtedness.                    

   During the year ended December 31, 2000, net cash provided by operating
activities was $214.2 million. Net cash used in investing activities in 2000    
totaled $351.9 million, consisting primarily of capital expenditures for the    
2000 and 2001 seasons. Net cash provided by financing activities in 2000 was    
$62.9 million, representing primarily net borrowings under the Company's senior 
credit facility and capital contributions from Six Flags. See Notes 2 and 7 to  
Notes to Consolidated Financial Statements.                                     

  In addition to its obligations under its outstanding indebtedness, the
Company has guaranteed the obligations of certain subsidiaries of Six Flags to  
(i) make minimum annual distributions of                                        

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approximately $50.2 million in 2001 (subject to annual cost of living           
adjustments) to the limited partners in the Partnership Parks, (ii) make minimum
capital expenditures at each of the Partnership Parks during rolling five-year  
periods, based generally on 6% of such park's revenues, and (iii) purchase at   
specified prices a maximum number of 5% per year (accumulating to the extent not
purchased in any given year) of limited partnership units outstanding (to the   
extent tendered by the unit holders). At December 31, 2000, Six Flags had $75.4 
million in a dedicated escrow account available to fund those obligations.      

   The degree to which the Company is leveraged could adversely affect its
liquidity. The Company's liquidity could also be adversely affected by          
unfavorable weather, accidents or the occurrence of an event or condition,      
including negative publicity or significant local competitive events, that      
significantly reduces paid attendance and, therefore, revenue at any of its     
theme parks.                                                                    

    The Company believes that, based on historical and anticipated operating
results, cash flows from operations, available cash and available amounts under 
the senior credit facility will be adequate to meet the Company's future        
liquidity needs, including anticipated requirements for working capital, capital
expenditures and scheduled debt for at least the next several years. The Company
may, however, need to refinance all or a portion of its existing debt on or     
prior to maturity or to seek additional financing.                              

MARKET RISKS AND SENSITIVITY ANALYSES                                           

Like other global companies, the Company is exposed to market risks 
relating to fluctuations in interest rates and currency exchange rates. The     
Company's objective is to minimize the negative impact of interest rate and     
foreign currency exchange rate fluctuations on the Company's operations, cash   
flows and equity. The Company does not acquire market risk sensitive            
instruments for trading purposes.                                               

   To manage foreign currency exchange rates risks, on a limited basis the
Company has used derivative financial instruments, exclusively foreign          
exchange forward contracts. These derivative financial instruments have been    
held to maturity and the Company only uses non-leveraged instruments. These     
contracts are entered into with major financial institutions, thereby           
minimizing the risk of credit loss. The Company has used forward contracts to   
"lock-in" the U.S. dollar cost of equipment to be purchased from foreign        
vendors or manufacturers where the contracts related thereto are denominated    
in foreign currency. At December 31, 2000, no such contracts were               
outstanding. See Note 6 to Notes to Consolidated Financial Statements for a     
more complete description of the Company's accounting policies and use of       
such instruments.                                                               

In February 2001, the Company amended its three interest rate swap  
agreements that for the term of the applicable agreements (ranging from         
December 2002 to March 2003) effectively convert the Company's $600.0           
million term loan into a fixed rate obligation. The Company's term loan         
borrowings bear interest at 3.25% above the LIBOR rate. The Company's           
interest rate swap agreements effectively "lock-in" the LIBOR component at      
rates ranging from 5.925% to 6.07% and average 5.98%. The counterparties to     
these agreements are major financial institutions, which minimizes the credit   
risk. See Note 6 to Notes to Consolidated Financial Statements.                 

The following analysis presents the sensitivity of the market value,
operations and cash flows of the Company's market-risk sensitive financial      
instruments to hypothetical changes in interest and exchange rates as if        
these changes occurred at December 31, 2000. The range of changes chosen for    
this analysis reflects the Company's view of changes which are reasonably       
possible over a one-year period. Market values are the present values of        
projected future cash flows based on the interest rate assumptions. These       
forward looking disclosures are selective in nature and only address the        
potential impacts from financial instruments.                                   

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They do not include other potential effects which could impact the Company's    
business as a result of these changes in interest and exchange rates.           

INTEREST RATE AND DEBT SENSITIVITY ANALYSIS                         

 At December 31, 2000, the Company had debt totaling $1,283.8 million,
of which $299.3 million represents fixed-rate debt and the balance represents   
floating-rate debt. After giving effect to the 2001 tender offer and the 2001   
repayment of certain debt under the senior credit facility from proceeds of     
Six Flags' senior note offering, total debt at that date would have been        
$846.1 million, of which $174.6 million would have represented fixed-rate       
debt. For fixed-rate debt, interest rate changes affect the fair value but do   
not impact the recorded fixed-rate debt amount, operations or cash flows.       
Conversely, for floating-rate debt, interest rate changes generally do not      
affect the fair value of the floating-rate debt but do impact future            
operations and cash flows, assuming other factors remain constant.              

  Additionally, increases and decrease in interest rates impact the fair
value of the interest rate swap agreements. A decrease in thirty and ninety-day 
LIBOR interest rates increases the fair value liability of the interest rate    
swap agreements. However, over the term of the interest rate swap agreements,   
the economic effect of changes in interest rates is fixed as the Company will   
pay a fixed amount and not be subject to changes in interest rates.             

Assuming other variables remain constant (such as foreign exchange  
rates and debt levels) after giving effect to the 2001 financings and           
assuming an average annual balance on the Company's working capital revolver,   
the pre-tax operations and cash flows impact resulting from a one percentage    
point increase in interest rates would be approximately $7.0 million ($1.0      
million after giving effect to the interest rate swap agreements).              

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS NOT YET ADOPTED                  

   In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative           
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and    
reporting standards for derivative instruments, including certain derivative    
instruments embedded in other contracts, and for hedging activities. It         
requires an entity to recognize all derivatives as either assets or             
liabilities in the balance sheet and measure those instruments at fair value.   
If certain conditions are met, a derivative may be specifically designated as   
a hedge. The accounting for changes in the fair value of a derivative (that     
is gains and losses) depends on the intended use of the derivative and the      
resulting designation. The Company adopted the provisions of SFAS No. 133 as    
of January 1, 2001. As a result of the adoption, the Company recognized a       
liability of approximately $5.0 million and recorded in other comprehensive     
income (loss) the amount (net of tax effect) as a cumulative effect of a        
change in accounting principle.                                                 

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ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES                            
ABOUT MARKET RISK                                       

Reference is made to the information appearing under the subheading 
"Market Risks and Sensitivity Analyses" under the heading "Management's         
Discussion and Analysis of Financial Condition and Results of Operations" on    
pages 24-25 of this Report.                                                     

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                         

      The financial statements and schedules listed in Item 14(a)(1) and (2) are
included in this Report beginning on page F-1.                                  

ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS                       
ON ACCOUNTING AND FINANCIAL DISCLOSURE                  

Not Applicable.                                                     

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PART IV                                                                         

ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES,                            
AND REPORTS ON FORM 8-K                                 

 (a)(1) and (2) Financial Statements and Financial Statement Schedules

     The following consolidated financial statements of Premier Parks Inc. and
subsidiaries, the notes thereto and the related report thereon of independent   
auditors are filed under Item 8 of this Report:                                 

                                                              PAGE

Independent Auditors' Report                                          F-2       

Consolidated Balance Sheets -- December 31, 2000 and 1999             F-3       

Consolidated Statements of Operations                                           
Years ended December 31, 2000, 1999 and 1998                       F-4    

Consolidated Statements of Stockholder's Equity and Other                       
Comprehensive Income (Loss) Years ended December 31, 2000,                      
1999 and 1998                                                      F-5    

Consolidated Statements of Cash Flows                                           
Years ended December 31, 2000, 1999 and 1998                       F-6    

Notes to Consolidated Financial Statements                            F-8       

Schedules for which provision is made in the applicable accounting regulations  
of the Securities and Exchange Commission are omitted because they either are   
not required under the related instructions, are inapplicable, or the required  
information is shown in the financial statements or notes thereto.              

(a)(3)See Exhibit Index.                                            

(b)   REPORTS ON FORM 8-K                                           
None.                                                   

(c)   Exhibits                                                      
See Item 14(a)(3) above.                                

-27-

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SIGNATURES

   Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-K to be signed
on its behalf by the undersigned, thereunto duly authorized.                    

Date:   March 28, 2001                                                          

                 SIX FLAGS OPERATIONS INC.

                By:  /s/ Kieran E. Burke
                                     ---------------------------------------
                 Kieran E. Burke
                       Chairman of the Board
                             and Chief Executive Officer

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       Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant and 
in the following capacities on the dates indicated.                             

Signature                            Title                            Date      
---------                            -----                            ----      

/s/ Kieran E. Burke                  Chairman of the Board,       March 28, 2001
-------------------------------      Chief Executive Officer                    
Kieran E. Burke                      (Principal Executive                       
               Officer) and Director

/s/ Gary Story                       President, Chief Operating   March 28, 2001
-------------------------------      Officer and Director                       
Gary Story                                                                      

/s/ James F. Dannhauser              Chief Financial Officer      March 28, 2001
-------------------------------      (Principal Financial and                   
James F. Dannhauser                  Accounting Officer) and                    
  Director

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SIX FLAGS OPERATIONS, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                            PAGE

Independent Auditors' Report                                                 F-2

Consolidated Balance Sheets - December 31, 2000 and 1999                     F-3

Consolidated Statements of Operations - Years ended                             
    December 31, 2000, 1999 and 1998                                         F-4

Consolidated Statements of Stockholder's Equity and Other                       
Comprehensive Income (Loss) - Years ended                               
    December 31, 2000, 1999 and 1998                                         F-5

Consolidated Statements of Cash Flows - Years ended                             
    December 31, 2000, 1999 and 1998                                         F-6

Notes to Consolidated Financial Statements                                   F-8

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INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholder                                          
Six Flags Operations, Inc.:                                                     

We have audited the accompanying consolidated balance sheets of Six Flags       
Operations, Inc. and subsidiaries (a wholly owned subsidiary of Six Flags, Inc.)
as of December 31, 2000 and 1999, and the related consolidated statements of    
operations, stockholder's equity and other comprehensive income (loss), and cash
flows for each of the years in the three-year period ended December 31, 2000.   
These consolidated financial statements are the responsibility of the Company's 
management. Our responsibility is to express an opinion on these consolidated   
financial statements based on our audits.                                       

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and       
perform the audit to obtain reasonable assurance about whether the financial    
statements are free of material misstatement. An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the financial    
statements. An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall     
financial statement presentation. We believe that our audits provide a          
reasonable basis for our opinion.                                               

In our opinion, the consolidated financial statements referred to above present 
fairly, in all material respects, the financial position of Six Flags           
Operations, Inc. and subsidiaries as of December 31, 2000 and 1999, and the     
results of their operations and their cash flows for each of the years in the   
three-year period ended December 31, 2000, in conformity with accounting        
principles generally accepted in the United States of America.                  

                KPMG LLP

Oklahoma City, Oklahoma                                                         
March 2, 2001                                                                   

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SIX FLAGS OPERATIONS, INC.

 Consolidated Balance Sheets

December 31, 2000 and 1999

                                                        [Enlarge/Download Table]

                         ASSETS                                         2000              1999       
                                                                   ---------------   --------------- 
                                                                                                     
Current assets:                                                                                      
    Cash and cash equivalents                                      $    41,950,000       118,011,000 
    Accounts receivable                                                 35,461,000        26,728,000 
    Inventories                                                         28,556,000        23,590,000 
    Prepaid expenses and other current assets                           35,839,000        13,391,000 
                                                                   ---------------   --------------- 

                Total current assets                                   141,806,000       181,720,000 
                                                                   ---------------   --------------- 

Other assets:                                                                                        
    Debt issuance costs                                                 22,688,000        27,388,000 
    Deposits and other assets                                           56,832,000        64,416,000 
    Receivable from parent company                                       4,150,000                -- 
                                                                   ---------------   --------------- 
                Total other assets                                      83,670,000        91,804,000 
                                                                   ---------------   --------------- 

Property and equipment, at cost                                      2,551,628,000     2,259,195,000 
    Less accumulated depreciation                                      325,574,000       207,040,000 
                                                                   ---------------   --------------- 
                                                                     2,226,054,000     2,052,155,000 
                                                                   ---------------   --------------- 

Investment in theme parks                                              100,589,000        92,332,000 
Intangible assets, principally goodwill                              1,343,274,000     1,346,102,000 
    Less accumulated amortization                                      147,235,000        92,997,000 
                                                                   ---------------   --------------- 
                                                                     1,196,039,000     1,253,105,000 
                                                                   ---------------   --------------- 

                Total assets                                       $ 3,748,158,000     3,671,116,000 
                                                                   ===============   =============== 

                     LIABILITIES AND STOCKHOLDER'S EQUITY                                            

Current liabilities:                                                                                 
    Accounts payable                                               $    43,845,000        36,572,000 
    Accrued interest payable                                            16,131,000        15,387,000 
    Accrued compensation, payroll taxes, and benefits                    6,673,000        11,228,000 
    Other accrued liabilities                                           58,645,000        68,159,000 
    Payable to parent company                                                   --       100,291,000 
    Current portion of long-term debt                                    2,401,000         2,055,000 
                                                                   ---------------   --------------- 
                Total current liabilities                              127,695,000       233,692,000 

Long-term debt                                                       1,281,430,000     1,195,184,000 
Other long-term liabilities                                             37,937,000        41,760,000 
Deferred income taxes                                                  192,411,000       158,650,000 
                                                                   ---------------   --------------- 
                Total liabilities                                    1,639,473,000     1,629,286,000 
                                                                   ---------------   --------------- 

Stockholder's equity:                                                                                
    Common stock, $.05 par value, 1,000 shares authorized, issued                                    
       and outstanding at December 31, 2000 and 1999                            --                -- 
    Capital in excess of par value                                   2,093,209,000     2,012,506,000 
    Retained earnings                                                   64,065,000        47,047,000 
    Accumulated other comprehensive income (loss)                      (48,589,000)      (17,723,000)
                                                                   ---------------   --------------- 
                Total stockholder's equity                           2,108,685,000     2,041,830,000 
                                                                   ---------------   --------------- 
                Total liabilities and stockholder's equity         $ 3,748,158,000     3,671,116,000 
                                                                   ===============   =============== 

See accompanying notes to consolidated financial statements.                    

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SIX FLAGS OPERATIONS, INC.

 Consolidated Statements of Operations

Years ended December 31, 2000, 1999 and 1998

                                                        [Enlarge/Download Table]

                                                     2000              1999              1998       
                                                ---------------   ---------------   --------------- 
                                                                                                    
Theme park admissions                           $   544,549,000       500,417,000       423,461,000 
Theme park food, merchandise and other              462,046,000       426,567,000       368,338,000 
                                                ---------------   ---------------   --------------- 
          Total revenue                           1,006,595,000       926,984,000       791,799,000 
                                                ---------------   ---------------   --------------- 

Operating costs and expenses:                                                                       
    Operating expenses                              375,888,000       353,728,000       297,266,000 
    Selling, general and administrative             164,554,000       153,249,000       117,634,000 
    Noncash compensation                                     --                --           675,000 
    Costs of products sold                           95,637,000        90,699,000        81,563,000 
    Depreciation and amortization                   177,897,000       153,675,000       109,676,000 
                                                ---------------   ---------------   --------------- 
          Total operating costs and expenses        813,976,000       751,351,000       606,814,000 
                                                ---------------   ---------------   --------------- 
          Income from operations                    192,619,000       175,633,000       184,985,000 
                                                ---------------   ---------------   --------------- 

Other income (expense):                                                                             
    Interest expense                               (129,718,000)     (115,733,000)     (108,969,000)
    Interest income                                   1,969,000        13,201,000        13,559,000 
    Equity in operations of theme parks               4,058,000         7,075,000         3,052,000 
    Other income (expense)                          (10,119,000)       (3,551,000)       (1,983,000)
                                                ---------------   ---------------   --------------- 
          Total other income (expense)             (133,810,000)      (99,008,000)      (94,341,000)
                                                ---------------   ---------------   --------------- 

          Income before income taxes                 58,809,000        76,625,000        90,644,000 
Income tax expense                                   41,791,000        44,263,000        46,634,000 
                                                ---------------   ---------------   --------------- 
          Income before extraordinary loss           17,018,000        32,362,000        44,010,000 

Extraordinary loss on extinguishment of debt,                                                       
    net of income tax benefit of $7,530,000 in                                                      
    1999 and $526,000 in 1998                                --       (11,296,000)         (788,000)
                                                ---------------   ---------------   --------------- 
          Net income                            $    17,018,000        21,066,000        43,222,000 
                                                ===============   ===============   =============== 

See accompanying notes to consolidated financial statements.                    

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SIX FLAGS OPERATIONS, INC.

Consolidated Statements of Stockholder's Equity and Other 
Comprehensive Income (Loss) 

Years ended December 31, 2000, 1999 and 1998

                                                        [Enlarge/Download Table]

                                                COMMON STOCK                                    RETAINED          
                                       --------------------------------      CAPITAL IN         EARNINGS          
                                           SHARES                            EXCESS OF        (ACCUMULATED        
                                           ISSUED            AMOUNT          PAR VALUE          DEFICIT)          
                                       --------------    --------------    --------------    --------------       
                                                                                                                  
Balances at December 31, 1997              37,798,914    $      944,000       354,235,000       (17,241,000)      

Amortization of deferred compensation              --                --                --                --       

Reorganization of interests under                                                                                 
    common control - 1998 merger          (37,797,914)         (944,000)      (12,570,000)               --       

Reorganization of interests under                                                                                 
    common control - 1999 merger                   --                --       999,131,000                --       

Contributions by Holdings                          --                --        53,643,000                --       

Net income                                         --                --                --        43,222,000       

Other comprehensive income - foreign                                                                              
    currency translation adjustment                --                --                --                --       

Comprehensive income                                                                                              
                                       --------------    --------------    --------------    --------------       

Balances at December 31, 1998                   1,000                --     1,394,439,000        25,981,000       

Contributions by Holdings                          --                --       618,067,000                --       

Net income                                         --                --                --        21,066,000       

Other comprehensive loss - foreign                                                                                
    currency translation adjustment                --                --                --                --       

Comprehensive loss                                                                                                
                                       --------------    --------------    --------------    --------------       

Balances at December 31, 1999                   1,000                --     2,012,506,000        47,047,000       

Contributions by Holdings                          --                --        80,703,000                --       

Net Income                                         --                --                --        17,018,000       

Other comprehensive loss - foreign                                                                                
    currency translation adjustment                --                --                --                --       

Comprehensive loss                                                                                                
                                       --------------    --------------    --------------    --------------       
Balances at December 31, 2000                   1,000    $           --     2,093,209,000        64,065,000       
                                       ==============    ==============    ==============    ==============       


                                                                ACCUMULATED                                       
                                                                   OTHER                                          
                                                DEFERRED        COMPREHENSIVE      TREASURY                       
                                              COMPENSATION      INCOME (LOSS)        STOCK              TOTAL     
                                             --------------    --------------    --------------    -------------- 
                                                                                                                  
Balances at December 31, 1997                   (13,500,000)               --          (689,000)      323,749,000 

Amortization of deferred compensation               675,000                --                --           675,000 

Reorganization of interests under                                                                                 
    common control - 1998 merger                 12,825,000                --           689,000                -- 

Reorganization of interests under                                                                                 
    common control - 1999 merger                         --                --                --       999,131,000 

Contributions by Holdings                                --                --                --        53,643,000 

Net income                                               --                --                --        43,222,000 

Other comprehensive income - foreign                                                                              
    currency translation adjustment                      --         9,087,000                --         9,087,000 
                                                                                                   -------------- 
Comprehensive income                                                                                   52,309,000 
                                             --------------    --------------    --------------    -------------- 

Balances at December 31, 1998                            --         9,087,000                --     1,429,507,000 

Contributions by Holdings                                --                --                --       618,067,000 

Net income                                               --                --                --        21,066,000 

Other comprehensive loss - foreign                                                                                
    currency translation adjustment                      --       (26,810,000)               --       (26,810,000)
                                                                                                   -------------- 
Comprehensive loss                                                                                     (5,744,000)
                                             --------------    --------------    --------------    -------------- 

Balances at December 31, 1999                            --       (17,723,000)               --     2,041,830,000 

Contributions by Holdings                                --                --                --        80,703,000 

Net Income                                               --                --                --        17,018,000 

Other comprehensive loss - foreign                                                                                
    currency translation adjustment                      --       (30,866,000)               --       (30,866,000)
                                                                                                   -------------- 
Comprehensive loss                                                                                    (13,848,000)
                                             --------------    --------------    --------------    -------------- 
Balances at December 31, 2000                            --       (48,589,000)               --     2,108,685,000 
                                             ==============    ==============    ==============    ============== 

See accompanying notes to consolidated financial statements.                    

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SIX FLAGS OPERATIONS, INC.

 Consolidated Statements of Cash Flows

Years ended December 31, 2000, 1999 and 1998

                                                        [Enlarge/Download Table]

                                                                2000             1999             1998      
                                                           --------------   --------------   -------------- 
                                                                                                            
Cash flows from operating activities:                                                                       
    Net income                                             $   17,018,000       21,066,000       43,222,000 
    Adjustments to reconcile net income to net                                                              
       cash provided by operating activities (net                                                           
       of effects of acquisitions):                                                                         
          Depreciation and amortization                       177,897,000      153,675,000      109,676,000 
          Equity in operations of theme parks,                                                              
             net of cash received                              10,655,000       (6,184,000)      (6,227,000)
          Minority interest in earnings                           132,000           (6,000)         960,000 
          Noncash compensation                                         --               --          675,000 
          Interest accretion on notes payable                          --        6,157,000        9,521,000 
          Interest accretion on restricted-use                                                              
             investments                                               --       (8,908,000)      (7,267,000)
          Extraordinary loss on early extinguishment                                                        
             of debt                                                   --       18,826,000        1,314,000 
          Amortization of debt issuance costs                   4,700,000        3,490,000        3,354,000 
          Loss on disposal of assets                            9,987,000        3,557,000          920,000 
          Deferred income taxes                                38,386,000       36,949,000       45,142,000 
          (Increase) decrease in accounts receivable           (8,733,000)       5,197,000       (8,947,000)
          (Increase) decrease in income tax                                                                 
             receivable                                                --               --          995,000 
          (Increase) decrease in inventories and prepaid                                                    
             expenses and other current assets                (27,414,000)        (752,000)       5,809,000 
          (Increase) decrease in deposits and                                                               
             other assets                                       7,584,000       (8,159,000)      (7,554,000)
          Decrease in accounts payable, accrued                                                             
             expenses and other liabilities                   (16,765,000)     (14,725,000)     (71,651,000)
          Increase (decrease) in accrued interest payable         744,000      (11,328,000)      16,927,000 
                                                           --------------   --------------   -------------- 

                Total adjustments                             197,173,000      177,789,000       93,647,000 
                                                           --------------   --------------   -------------- 

                Net cash provided by operating activities     214,191,000      198,855,000      136,869,000 
                                                           --------------   --------------   -------------- 

Cash flows from investing activities:                                                                       
    Additions to property and equipment                      (332,994,000)    (402,401,000)    (181,784,000)
    Investment in theme parks                                 (18,912,000)     (28,925,000)     (50,737,000)
    Transfer of interests in theme park                                                                     
       partnerships to Six Flags, Inc.                                 --               --      208,082,000 
    Acquisition of theme park assets                                   --      (34,578,000)     (50,593,000)
    Acquisition of theme park companies, net                                                                
       of cash acquired                                                --     (242,954,000)     (56,017,000)
    Purchase of restricted-use investments                             --               --     (176,075,000)
    Maturities of restricted-use investments                           --      192,250,000               -- 
                                                           --------------   --------------   -------------- 

                Net cash used in investing activities        (351,906,000)    (516,608,000)    (307,124,000)
                                                           --------------   --------------   -------------- 

Cash flows from financing activities:                                                                       
    Repayment of long-term debt                              (316,408,000)  (1,291,910,000)    (703,639,000)
    Proceeds from borrowings                                  403,000,000      962,000,000      830,000,000 
    Capital contributions                                      80,703,000      607,632,000       56,766,000 
    Increase (decrease) in payable to parent company         (100,291,000)     100,291,000               -- 
    Increase in receivable from parent company                 (4,150,000)              --               -- 
    Payment of debt issuance costs                                     --      (19,310,000)     (18,058,000)
                                                           --------------   --------------   -------------- 

                Net cash provided by financing activities      62,854,000      358,703,000      165,069,000 
                                                           --------------   --------------   -------------- 

                                                                     (Continued)

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SIX FLAGS OPERATIONS, INC.

 Consolidated Statements of Cash Flows

Years ended December 31, 2000, 1999 and 1998

                                                        [Enlarge/Download Table]

                                                    2000            1999            1998      
                                                -------------   -------------   ------------- 
                                                                                              
Effect of exchange rate changes on cash                                                       
    and cash equivalents                        $  (1,200,000)     (3,106,000)      1,065,000 
                                                -------------   -------------   ------------- 

Increase (decrease) in cash and cash                                                          
    equivalents                                   (76,061,000)     37,844,000      (4,121,000)
Cash and cash equivalents at beginning of year    118,011,000      80,167,000      84,288,000 
                                                -------------   -------------   ------------- 

Cash and cash equivalents at end of year        $  41,950,000     118,011,000      80,167,000 
                                                =============   =============   ============= 

Supplementary cash flow information:                                                          
    Cash paid for interest                      $ 124,413,000     117,411,000      76,110,000 
                                                =============   =============   ============= 

    Cash paid for income taxes                  $      66,000         220,000         497,000 
                                                =============   =============   ============= 

Supplemental disclosure of noncash investing and financing activities:          

1999                                                                            

o     The Company received $10,435,000 of parent common stock (337,467  
          shares) and then used the parent stock as additional consideration for
a theme park acquisition.                                   

1998                                                                            

o     The Company received $15,547,000 of parent common stock (805,954  
       shares) and then used the parent stock as consideration for a theme
park acquisition.                                           

See accompanying notes to consolidated financial statements.                    

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SIX FLAGS OPERATIONS, INC.

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

(1)     SUMMARY OF SIGNIFICANT POLICIES                                         

(A)     DESCRIPTION OF BUSINESS                                 

                The Company owns and operates regional theme amusement and water
                parks. As of December 31, 2000, the Company and its subsidiaries
              own or operate 34 parks, including 26 domestic parks, one park
        in Mexico and seven parks in Europe. The Company is also
            managing the construction and development of a theme park in
Europe.                                         

               On March 24, 1998, the company then known as Premier Parks Inc.
              (Premier Operations) merged (the 1998 Merger) with an indirect
          wholly owned subsidiary thereof, pursuant to which Premier
            Operations became a wholly owned subsidiary of Premier Parks
            Holdings Corporation (Holdings) and the holders of shares of
               common stock of Premier Operations became, on a share-for-share
              basis, holders of common stock of Holdings. On the 1998 Merger
           date, Premier Operations' name was changed to Premier Parks
                Operations Inc., and Holdings' name was changed to Premier Parks
Inc.                                            

           On April 1, 1998, Holdings purchased all of the outstanding
               capital stock of Six Flags Entertainment Corporation (SFEC and,
             together with its subsidiaries Six Flags) and consummated the
            other transactions described in Note 2 below. On November 5,
                1999, SFEC and Premier Operations consummated a merger (the 1999
      Merger), in which Premier Operations was the surviving
             corporation. On June 30, 2000, the name of Premier Parks Inc.
      was changed to Six Flags, Inc. and the name of Premier
                Operations Inc. was changed to Six Flags Operations, Inc. Unless
                otherwise indicated, all references contained herein reflect the
          name change as if it occurred prior to the earliest period
            presented. References herein to the "Company," or "Six Flags
               Operations" mean for all periods or dates, Six Flags Operations
           and its consolidated subsidiaries. As used herein, Holdings
     refers only to Six Flags, Inc., without regard to its
subsidiaries.                                   

            In connection with the 1998 Merger, Six Flags Operations and
              Holdings, entered into a shared services agreement pursuant to
         which certain corporate, administrative and other general
      services provided by Holdings are charged to Six Flags
               Operations, either on the basis of their respective revenues or
         on other relative bases. Allocations of these charges are
                reflected in the accompanying consolidated financial statements.

                During May 1999, in separate transactions, the Company purchased
         100% of the capital stock of the companies that own Reino
                Aventura, a theme park located in Mexico City, and purchased the
             assets used in the operation of Splashtown, a water park near
        Houston. On November 15, 1999, the Company purchased the
            partnership that owns Warner Bros. Movie World Germany, near
          Dusseldorf, Germany, and entered into a joint venture with
           Warner Bros. to develop and manage a new Warner Bros. Movie
                World theme park scheduled to open in Madrid, Spain in 2002. See
Note 2.                                         

           During 1998, the Company purchased approximately 97% of the
            outstanding capital stock of Walibi, S.A. (Walibi) and as of
December 31, 2000 owns 100%. See Note 2.        

F-8 
                                                                     (CONTINUED)

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SIX FLAGS OPERATIONS, INC.

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

               The accompanying consolidated financial statements for the year
              ended December 31, 1999 reflect the results of Reino Aventura,
               Splashtown, and Movie World Germany only from their acquisition
        dates, May 4, 1999, May 13, 1999, and November 15, 1999,
                respectively. The accompanying consolidated financial statements
           for the year ended December 31, 1998 reflect the results of
           Walibi only from March 26, 1998, and of Six Flags only from
               April 1, 1998. In addition, 2000, 1999 and 1998 results include
            the Company's share of the results of Six Flags Marine World
             under the applicable lease and related documents. See Note 5.

               On February 9, 2001, the Company purchased substantially all of
               the assets used in the operation of Sea World of Ohio, a marine
              wildlife park located adjacent to the Company's Six Flags Ohio
          theme park, for a cash purchase price of $110,000,000. The
               acquisition was funded from proceeds obtained through Holding's
                public offering of 11,500,000 Preferred Income Equity Redeemable
             Shares (PIERS). In February 2001, Holdings transferred to the
         Company all of the capital stock of the company that owns
             Enchanted Village and Wild Waves, a water and childrens' ride
          park near Seattle. The accompanying consolidated financial
             statements do not include the results of Sea World of Ohio or
           Enchanted Village for any period presented as the Company's
   ownership occurred subsequent to December 31, 2000.

(B)     BASIS OF PRESENTATION                                   

                The Company's accounting policies reflect industry practices and
          conform to accounting principles generally accepted in the
United States of America .                      

               The 1998 financial statements include the results of operations
              and cash flows of Six Flags, Inc. through the 1998 Merger date
             and the operations and cash flows of Six Flags Operations for
               the period from the 1998 Merger date through December 31, 1998.
           In addition, the 1998 financial statements also include the
              results of SFEC for the period from April 1, 1998, the date of
               the SFEC acquisition, through December 31, 1998. The subsequent
              financial statements fully include the results of SFEC and the
             results of Six Flags Operations. The 1999 Merger and the 1998
               Merger were accounted for as reorganizations of interests under
             common control in a manner similar to a pooling of interests.
           The effect of the 1999 Merger was to reflect the assets and
                liabilities of SFEC as if contributed to Six Flags Operations by
Holdings on April 1, 1998, the purchase date.   

             The consolidated financial statements include the accounts of
            the Company, its majority and wholly owned subsidiaries, and
             limited partnerships and limited liability companies in which
    the Company beneficially owns 100% of the interests.
              Intercompany transactions and balances have been eliminated in
consolidation.                                  

(C)     CASH EQUIVALENTS                                        

               Cash equivalents of $17,345,000 and $80,370,000 at December 31,
                2000 and 1999, respectively, consist of short-term highly liquid
            investments with a remaining maturity as of purchase date of
              three months or less, which are readily convertible into cash.
              For purposes of the consolidated statements of cash flows, the
         Company considers all highly liquid debt instruments with
              remaining maturities as of their purchase date of three months
or less to be cash equivalents.                 

F-9 
                                                                     (CONTINUED)

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SIX FLAGS OPERATIONS, INC.

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

(D)     INVENTORIES                                             

      Inventories are stated at the lower of cost (first-in,
                first-out) or market value and primarily consist of products for
       resale including merchandise and food and miscellaneous
supplies.                                       

(E)     ADVERTISING COSTS                                       

              Production costs of commercials and programming are charged to
      operations in the year first aired. The costs of other
             advertising, promotion, and marketing programs are charged to
             operations when incurred. The amounts capitalized at year-end
are included in prepaid expenses.               

                Advertising and promotions expense was $105,576,000, $99,241,000
         and $62,642,000 during 2000, 1999 and 1998, respectively.

(F)     DEBT ISSUANCE COSTS                                     

              The Company capitalizes costs related to the issuance of debt.
                The amortization of such costs is recognized as interest expense
              under a method approximating the interest method over the life
of the respective debt issue.                   

(G)     DEPRECIATION AND AMORTIZATION                           

             Rides and attractions are depreciated using the straight-line
               method over 5-25 years. Land improvements are depreciated using
        the straight-line method over 10-15 years. Buildings and
              improvements are depreciated over their estimated useful lives
             of approximately 30 years by use of the straight-line method.
               Furniture and equipment are depreciated using the straight-line
method over 5-10 years.                         

          Maintenance and repairs are charged directly to expense as
      incurred, while betterments and renewals are generally
              capitalized as property and equipment. When an item is retired
             or otherwise disposed of, the cost and applicable accumulated
          depreciation are removed and the resulting gain or loss is
recognized.                                     

(H)     INVESTMENT IN THEME PARKS                               

           The Company manages two parks in which the Company does not
              currently own a controlling interest. The Company accounts for
           its investment in the Six Flags Marine World park using the
            equity method of accounting. The equity method of accounting
           recognizes the Company's share of the activity of Six Flags
           Marine World in the accompanying consolidated statements of
                operations in the caption "equity in operations of theme parks."
              The equity method of accounting differs from the consolidation
          method of accounting used for the theme parks in which the
                Company owns a controlling interest. In the consolidation method
         of accounting, the activities of the controlled parks are
         reflected in each revenue and expense caption rather than
               aggregated into one caption. The Warner Bros. Movie World theme
            park being constructed in Spain is not yet in operation. The
         Company accounts for its investment in this park at cost.

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SIX FLAGS OPERATIONS, INC.

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

(I)    INTANGIBLE ASSETS                                          

             Goodwill, which represents the excess of purchase price over fair
         value of net assets acquired, is amortized on a straight-line
              basis over the expected period to be benefited, generally 18 to 25
              years. Other intangible assets are amortized over the period to be
         benefited, generally up to 25 years. The Company assesses the
          recoverability of intangible assets by determining whether the
           amortization of the intangible asset balance over its remaining
            life can be recovered through undiscounted future operating cash
           flows of the acquisition. The amount of goodwill impairment, if
           any, is measured based on projected discounted future operating
             cash flows using a discount rate reflecting the Company's average
            borrowing rate. The assessment of the recoverability of goodwill
             will be impacted if estimated future operating cash flows are not
achieved.                                           

(J)    LONG-LIVED ASSETS                                          

          The Company reviews long-lived assets and certain identifiable
    intangibles for impairment whenever events or changes in
           circumstances indicate that the carrying amount of an asset may
            not be recoverable. Recoverability of assets to be held and used
             is measured by a comparison of the carrying amount of an asset or
             group of assets to future net cash flows expected to be generated
             by the asset or group of assets. If such assets are considered to
           be impaired, the impairment to be recognized is measured by the
             amount by which the carrying amount of the assets exceed the fair
             value of the assets. Assets to be disposed of are reported at the
          lower of the carrying amount or fair value less costs to sell.

(K)    INTEREST EXPENSE                                           

           Interest on notes payable is generally recognized as expense on
           the basis of stated interest rates. Notes payable assumed in an
          acquisition are carried at amounts adjusted to impute a market
      rate of interest cost (when the obligations were assumed).

(L)    INCOME TAXES                                               

        Income taxes are accounted for under the asset and liability
              method. Deferred tax assets and liabilities are recognized for the
           future tax consequences attributable to differences between the
       financial statement carrying amounts of existing assets and
         liabilities and their respective tax bases and operating loss
           carryforwards. Deferred tax assets and liabilities are measured
              using enacted tax rates expected to apply to taxable income in the
         years in which those temporary differences are expected to be
       recovered or settled. The effect on deferred tax assets and
           liabilities of a change in tax rates is recognized in income in
      the period that includes the enactment date. United States
            deferred income taxes have not been provided on foreign earnings
which are being permanently reinvested.             

            Effective with the 1998 Merger, the Company and Holdings entered
              into a tax-sharing agreement (which was amended in connection with
       the 1999 Merger), whereby the Company pays to Holdings, the
              Company's portion of Holding's current tax expense. Holdings files
             a consolidated United States tax return which includes all of the
Company's domestic operations.                      

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SIX FLAGS OPERATIONS, INC.

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

(M)     COMPREHENSIVE INCOME (LOSS)                             

              Comprehensive income (loss) consists of net income and changes
                in the foreign currency translation adjustment, and is presented
     in the 2000, 1999 and 1998 consolidated statements of
             stockholder's equity and other comprehensive income (loss) as
accumulated other comprehensive income (loss).  

(N)     USE OF ESTIMATES                                        

          The preparation of financial statements in conformity with
                accounting principles generally accepted in the United States of
             America requires management to make estimates and assumptions
              that affect the reported amounts of assets and liabilities and
              disclosure of contingent assets and liabilities at the date of
             the financial statements and the reported amounts of revenues
              and expenses during the reporting period. Actual results could
differ from those estimates.                    

(O)     RECLASSIFICATIONS                                       

               Reclassifications have been made to certain amounts reported in
    1999 and 1998 to conform with the 2000 presentation.

(2)    ACQUISITION OF THEME PARKS                                               

  On May 4, 1999, the Company acquired all of the capital stock of the
     companies that own and operate Reino Aventura (subsequently renamed Six
     Flags Mexico), a theme park located in Mexico City, for a cash purchase
    price of approximately $59,600,000. The Company funded the acquisition
     from existing cash. Approximately $14,575,000 of costs in excess of the
  fair value of the net assets acquired were recorded as goodwill. The
transaction was accounted for as a purchase.                      

       On May 13, 1999, the Company acquired the assets of Splashtown water park
  located in Houston, Texas for a cash purchase price of approximately
 $20,400,000. The Company funded the acquisition from existing cash.
       Approximately $10,530,000 of costs in excess of the fair value of the net
      assets acquired were recorded as goodwill. The transaction was accounted
for as a purchase.                                                

   On November 15, 1999, the Company purchased the partnership that owns
     Warner Bros. Movie World Germany, near Dusseldorf, Germany, and entered
    into a joint venture with Warner Bros. to design, develop and manage a
  new Warner Bros. Movie World theme park scheduled to open in Madrid,
   Spain in 2002. At the same time, the Company entered into a long-term
       license agreement for exclusive theme park usage in Europe, Mexico, South
      America, and Central America of the Looney Tunes, Hanna-Barbera, Cartoon
Network and D.C. Comics characters. The aggregate cost of the     
     transactions was $180,269,000, which was funded by borrowings under the
  Company's 1999 credit facility (the Credit Facility). See Note 7(c).
Approximately $42,800,000 of the aggregate costs were allocated to
    goodwill and intangible assets. The transaction was accounted for as a
purchase.                                                         

On March 26, 1998, the Company purchased (the Private Acquisition)
   approximately 49.9% of the outstanding capital stock of Walibi for an
    aggregate purchase price of $42,300,000, of which 20% was paid through
      issuance of 448,910 shares of Holdings' common stock and 80% was paid in
cash.                                                             

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SIX FLAGS OPERATIONS, INC.

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

      In June 1998, the Company purchased an additional 44% of the outstanding
     capital stock of Walibi for an aggregate purchase price of $38,100,000,
   which was paid through issuance of 347,746 shares of Holdings' common
  stock and $31,400,000 in cash. During the remainder of the year, the
       Company purchased an additional 3% of Walibi, which included the issuance
      of an additional 9,298 shares of Holdings' common stock. During 2000 and
     1999, the Company purchased an additional 1.1% and 2%, respectively, of
       Walibi and as of June 2000, owned 100% of the equity interests of Walibi.
      On the date of the Private Acquisition, Walibi's indebtedness aggregated
       $71,181,000, which indebtedness was assumed or refinanced by the Company.
The Company funded the cash portion of the purchase price (and the
  refinancing of such indebtedness) from borrowings under a previously
    existing credit facility. As of the acquisition dates and after giving
   effect to the purchases, $11,519,000 of deferred tax liabilities were
 recognized for the tax consequences attributable to the differences
  between the financial carrying amounts and the tax basis of Walibi's
     assets and liabilities. Approximately $60,118,000 of costs in excess of
       the fair value of the net assets acquired were recorded as goodwill. As a
 result of 2000 revenues of Walibi exceeding levels specified in the
       purchase agreement, Holdings is required to issue to the former owners of
Walibi additional shares of common stock in April 2001, with an   
       approximate value of $2,266,000 (using December 31, 2000 exchange rates).
       Holdings may be required to issue additional shares of common stock based
    on Walibi's revenues during 2001. The value of the additional Holdings
       shares will be recorded as additional goodwill and an equity contribution
to the Company.                                                   

       On April 1, 1998 Holdings acquired (the Six Flags Acquisition) all of the
      capital stock of SFEC for $976,000,000, paid in cash. In connection with
     the Six Flags Acquisition, SFEC issued $170,000,000 aggregate principal
       amount of its 8 7/8% Senior Notes due 2006 (the SFEC Notes). In addition,
   in connection with the Six Flags Acquisition, the Company (i) assumed
 $285,000,000 principal amount at maturity of previously outstanding
senior subordinated notes of Six Flags Theme Parks Inc. (SFTP), an
   indirect wholly owned subsidiary of SFEC, which notes had an accreted
   value of $278,100,000 at April 1, 1998 (fair value of $318,500,000 at
   that date) and (ii) refinanced all outstanding SFTP bank indebtedness
  with the proceeds of $410,000,000 of borrowings under a $472,000,000
      senior secured credit facility of SFTP. Pursuant to the acquisition, Six
Flags transferred to Holdings all of its interests in the limited 
   partnerships that own Six Flags Over Texas and Six Flags Over Georgia
       (the Partnership Parks), for $46,000,000 in cash and Holdings' payment of
$165,686,000 of SFEC debt. During 1999, the Company completed the 
determination of the value of the assets acquired and liabilities 
      assumed. As a result of the final determination, the deferred income tax
     liability resulting from the acquisition and goodwill were each reduced
       by approximately $30,000,000. As of the acquisition date and after giving
       effect to the final allocation of purchase price, $35,619,000 of deferred
      tax liabilities were recognized for the tax consequences attributable to
      the differences between the financial carrying amounts and the tax basis
     of SFEC's assets and liabilities. Approximately $1,170,974,000 of costs
     in excess of the fair value of the net assets acquired were recorded as
goodwill.                                                         

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SIX FLAGS OPERATIONS, INC.

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

    The following summarized unaudited pro forma results of operations for
       the years ended December 31, 1999 and 1998, assume that the SFEC, Walibi,
Six Flags Mexico, Splashtown and Movie World acquisitions, and the
related transactions occurred as of January 1, 1998.              

                                                          1999          1998
                                                         --------      -------
                                                       (UNAUDITED)
                                                        (IN THOUSANDS)

             Total revenues                              $986,808      897,766
              Income (loss) before extraordinary loss       12,237      (32,300)

(3)    FAIR VALUE OF FINANCIAL INSTRUMENTS                                      

      The recorded amounts for cash and cash equivalents, accounts receivable,
     accounts payable and accrued liabilities, and payable to parent company
     approximate fair value because of the short maturity of these financial
      instruments. The fair value estimates, methods, and assumptions relating
    to the Company's derivative financial instruments and debt instruments
are described in Notes 6 and 7, respectively.                     

(4)    PROPERTY AND EQUIPMENT                                                   

Property and equipment, at cost, are classified as follows:       

                                                                [Download Table]

                                       2000               1999     
                                  --------------     --------------
                                                                   
Land                              $  294,215,000        293,924,000
Land improvements                    299,261,000        223,068,000
Buildings and improvements           534,317,000        484,147,000
Rides and attractions              1,186,742,000      1,041,564,000
Equipment                            237,093,000        216,492,000
                                  --------------     --------------
Total                              2,551,628,000      2,259,195,000
Less accumulated depreciation        325,574,000        207,040,000
                                  --------------     --------------
                                  $2,226,054,000      2,052,155,000
                                  ==============     ==============

(5)    INVESTMENT IN THEME PARKS                                                

     In April 1997, the Company became manager of Marine World (subsequently
     renamed Six Flags Marine World), then a marine and exotic wildlife park
      located in Vallejo, California, pursuant to a contract with an agency of
   the City of Vallejo under which the Company is entitled to receive an
   annual base management fee of $250,000 and up to $250,000 annually in
      additional management fees based on park revenues. In November 1997, the
  Company exercised its option to lease approximately 40 acres of land
    within the site for nominal rent and an initial term of 55 years (plus
       four ten-year and one four-year renewal options). In 2000, 1999 and 1998,
    the Company added theme park rides and attractions on the leased land,
which is located within the existing park, in order to create one 
       fully-integrated regional theme park at the site. The Company is entitled
 to receive, in addition to the management fee, 80% of the cash flow
generated by the combined operations at the park, after combined  
 operating expenses and debt service on outstanding debt obligations
  relating to the park. The Company also has an option to purchase the
entire site                                                       

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SIX FLAGS OPERATIONS, INC.

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

     commencing in February 2002 at a purchase price equal to the greater of
 the then principal amount of certain debt obligations of the seller
   (expected to aggregate $52,000,000 at February 2002) or the then fair
   market value of the seller's interest in the park (based on a formula
relating to the seller's 20% share of Marine World's cash flow).  

      The following reflects the summarized assets, liabilities, and equity as
     of December 31, 2000 and 1999 and the results of Six Flags Marine World
for the years ended December 31, 2000, 1999 and 1998.             

                                                                [Download Table]

                                                2000             1999    
                                            ------------     ------------
                                                                         
Assets:                                                                  
    Current assets                          $ 11,675,000       16,888,000
    Property and equipment, net              127,625,000      116,042,000
    Other assets                              20,359,000       23,336,000
                                            ------------     ------------
           Total assets                     $159,659,000      156,266,000
                                            ============     ============

Liabilities and equity:                                                  
    Current liabilities                     $ 10,203,000       12,467,000
    Long-term debt                            61,185,000       61,985,000
    Equity                                    88,271,000       81,814,000
                                            ------------     ------------
           Total liabilities and equity     $159,659,000      156,266,000
                                            ============     ============

                                                                [Download Table]

                                            2000         1999         1998     
                                         -----------  -----------  ----------- 
                                                                               
Revenue                                  $57,337,000   57,154,000   47,343,000 

Expenses:                                                                      
    Operating expenses                    23,139,000   24,375,000   20,611,000 
    Selling, general and administrative   11,059,000    8,901,000    8,458,000 
    Costs of products sold                 5,338,000    6,071,000    5,597,000 
    Depreciation and amortization         10,328,000    8,190,000    6,691,000 
    Interest expense, net                  3,970,000    4,753,000    4,780,000 
    Other expense                            500,000      551,000    1,422,000 
                                         -----------  -----------  ----------- 

        Total                             54,334,000   52,841,000   47,559,000 
                                         -----------  -----------  ----------- 
Net income (loss)                        $ 3,003,000    4,313,000     (216,000)
                                         ===========  ===========  =========== 

       The Company's share of operations of Six Flags Marine World for the years
    ended December 31, 2000, 1999 and 1998 was $9,215,000, $10,651,000 and
       $4,567,000, prior to depreciation and amortization charges of $5,157,000,
   $3,576,000 and $1,515,000, respectively. The long-term debt reflected
      above is an obligation of the other parties that have an interest in Six
Flags Marine World and is not guaranteed by the Company.          

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SIX FLAGS OPERATIONS, INC.

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

(6)    DERIVATIVE FINANCIAL INSTRUMENTS                                         

       Prior to 2000, Holdings and the Company had only limited involvement with
     derivative financial instruments, entering into contracts to manage the
   variability of foreign-currency exchange rates in connection with the
      purchase of rides from foreign vendors. No such contracts were in effect
at December 31, 2000.                                             

 In February 2000, the Company entered into three interest rate swap
      agreements that effectively convert the Company's $600,000,000 term loan
component of the Credit Facility (see Note 7(c)) into a fixed rate
   obligation. The terms of the agreements, each of which has a notional
       amount of $200,000,000, began in March 2000 and expire from December 2001
   to March 2002. The Company's term loan borrowings bear interest based
       upon the LIBOR rate plus a fixed margin. The Company's interest rate swap
  arrangements were designed to "lock-in" the LIBOR component at rates
      ranging from 6.615% to 6.780% depending on the applicable agreement. Two
       of the agreements had a feature that negated the interest rate swap for a
ninety-day period if LIBOR rates exceed 7.5%, while the remaining 
agreement limited the interest rate swap at the 7.5% rate. The    
    counterparties to these transactions are major financial institutions,
which minimizes the credit risk.                                  

 The fair value of the Company's derivative financial instruments is
     determined by the counterparty financial institution. The fair value of
the interest rate swaps at December 31, 2000 is a liability of    
approximately $4,996,000. At December 31, 2000, the Company has no
recorded basis in the interest rate swap.                         

       In February 2001, the Company and the counterparties amended and extended
the interest rate swap agreements. The provisions that negated the
    interest rate swap or limited the interest rate swap were removed. The
  notional amounts of $200,000,000 each have been retained. Two of the
       agreements expire in December 2002 and the remaining agreement expires in
     March 2003. The fixed interest rates on the notional amounts range from
5.925% to 6.07% and average 5.98%.                                

   Holdings and the Company are exposed to credit losses in the event of
      nonperformance by the counterparties to the agreements. Holdings and the
       Company anticipate, however, that counterparties will fully satisfy their
     obligations under the contracts. Holdings and the Company do not obtain
      collateral to support their financial instruments but monitor the credit
standing of the counterparties.                                   

  In June 1998, the Financial Accounting Standards Board (FASB) issued
     Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting
for Derivative Instruments and Hedging Activities." This statement
       establishes accounting and reporting standards for derivative instruments
and hedging activities. It requires that a company recognize all  
  derivatives as either assets or liabilities in the balance sheet and
     measure those instruments at fair value. This statement was required to
      be adopted by the Company in 2001. As of January 1, 2001, the fair value
      of the interest swap agreements was a liability of $4,996,000, which net
of $1,898,000 of deferred income taxes, was recorded in other     
comprehensive income (loss) as a cumulative effect of a change in 
accounting principle.                                             

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SIX FLAGS OPERATIONS, INC.

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

(7)    LONG-TERM DEBT                                                           

At December 31, 2000 and 1999, long-term debt consists of:        

                               2000               1999
                               --------------     --------------
Long-term debt:                                                   
   1997 Notes due 2007 (a)     $  125,000,000        125,000,000
   SFEC Notes due 2006 (b)        170,000,000        170,000,000
   Credit Facility (c)            981,000,000        892,000,000
   Other                            7,831,000         10,239,000
                               --------------     --------------

                                1,283,831,000      1,197,239,000
Less current portion                 2,401,000          2,055,000 
                               --------------     --------------
                                1,281,430,000      1,195,184,000
                               ==============     ==============

      (a) On January 31, 1997, the Company issued $125,000,000 of senior notes
  due January 2007 (the 1997 Notes). The 1997 Notes are senior
           unsecured obligations of the Company. The 1997 Notes bear interest at
      9 3/4% per annum payable semiannually and are redeemable, at the
    Company's option, in whole or in part, at any time on or after
        January 15, 2002, at varying redemption prices. The 1997 Notes are
          guaranteed on a senior, unsecured, joint and several basis by all of
the Company's principal domestic subsidiaries.            

        Prior to the amendments described below, the indenture limited the
       ability of the Company and its subsidiaries to dispose of assets;
      incur additional indebtedness or liens; pay dividends; engage in
        mergers or consolidations; and engage in certain transactions with
        affiliates. A portion of the proceeds were used to pay in full all
     amounts outstanding under the Company's then outstanding credit
facility.                                                 

    All obligations under the 1997 Notes and the related indenture
    remained as obligations of the Company and were not assumed by
Holdings after the 1998 Merger.                           

          On January 29, 2001, the Company commenced a tender offer for all of
           the aggregate principal amount of the 1997 Notes. In conjunction with
    the tender offer, noteholder consents were solicited to effect
       certain amendments to the indenture governing the 1997 notes. The
        Company received tenders offers of notes and related consents from
        holders of 99.8% of the outstanding notes. The tendered notes were
         purchased and the indenture amendments became effective on March 2,
2001. The purchase price (including consent fee) paid was 
         approximately $1,085 for each $1,000 principal amount of notes plus
       accrued and unpaid interest up to, but not including, the payment
        date. As a result of the early extinguishment of debt, the Company
           will recognize a loss of approximately $8,292,000, net of tax effect.
           On February 2, 2001, Holdings completed an offering of $375 million 9
          1/2% Senior Notes (the 2001 Senior Notes) due 2009. A portion of the
      proceeds of the 2001 Senior Notes was used to finance the tender
       offer and consent solicitation of the 1997 Notes. The 2001 Senior
 Notes are senior unsecured obligations of Holdings, are not
         guaranteed by subsidiaries and rank equal to Holdings' other senior
debt.                                                     

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SIX FLAGS OPERATIONS, INC.

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

       (b) On April 1, 1998, the Company issued $170,000,000 principal amount of
       SFEC Notes, which are senior obligations of the Company. The SFEC
         Notes are guaranteed on a fully subordinated basis by Holdings. The
  SFEC Notes require annual interest payments of approximately
         $15,100,000 (8 7/8% per annum) and, except in the event of a change
       of control of the Company and certain other circumstances, do not
         require any principal payments prior to their maturity in 2006. The
        SFEC Notes are redeemable, at the Company's option, in whole or in
        part, at any time on or after April 1, 2002, at varying redemption
     prices. The net proceeds of the SFEC Notes, together with other
          funds, were invested in restricted-use securities to provide for the
      repayment in full on or before December 15, 1999 of pre-existing
          notes of SFEC (with a carrying value of $182,877,000 at December 31,
       1998). The pre-existing notes of SFEC were paid in full using the
restricted-use securities on December 15, 1999.           

     The indenture under which the SFEC Notes were issued limits the
       ability of the Company and its subsidiaries to dispose of assets;
      incur additional indebtedness or liens; pay dividends; engage in
        mergers or consolidations; and engage in certain transactions with
          affiliates. In November 1999, SFEC merged into Six Flags Operations,
        which assumed the obligations of SFEC under the SFEC Notes and the
related indenture.                                        

    (c) On November 5, 1999, SFTP entered into the Credit Facility and, in
          connection therewith, SFEC merged into Six Flags Operations and SFTP
          became a direct wholly-owned subsidiary of Six Flags Operations. The
        Credit Facility includes a $300,000,000 five-year revolving credit
         facility ($90,000,000 was outstanding of December 31, 2000 and none
was outstanding at December 31, 1999), a $300,000,000     
         five-and-one-half-year multicurrency reducing revolver facility (of
         which $291,000,000 and $292,000,000 was outstanding at December 31,
        2000 and 1999, respectively) and a $600,000,000 six-year term loan
     (all of which was outstanding at December 31, 2000 and 1999). A
         portion of the proceeds of 2001 Senior Notes was contributed to the
         Company in February 2001 and used to make a payment of $223,000,000
   on the multicurrency facility. Borrowings under the five-year
          revolving credit facility (U.S. Revolver) must be repaid in full for
        thirty consecutive days each year. The interest rate on borrowings
         under the Credit Facility can be fixed for periods ranging from one
       to six months. At the Company's option the interest rate is based
           upon specified levels in excess of the applicable base rate or LIBOR.
   At December 31, 2000, the weighted average interest rates for
         borrowing under the U.S. Revolver, multicurrency revolver, and term
           loan were 9.22%, 9.19% and 9.97%, respectively. At December 31, 1999,
     the interest rate on the borrowings was 8.88% and 9.38% for the
           multicurrency revolver and term loan, respectively. The multicurrency
           facility permits optional prepayments and reborrowings. The committed
          amount reduces quarterly by 2.5% commencing on December 31, 2001, by
           5.0% commencing on December 31, 2002, 7.5% commencing on December 31,
  2003 and by 20.0% commencing on December 31, 2004. Mandatory
       repayments are required if amounts outstanding exceed the reduced
  commitment amount. The term loan facility requires quarterly
         repayments of 0.25% of the outstanding amount thereof commencing on
     December 31, 2001 and 24.25% commencing on December 31, 2004. A
        commitment fee of .50% of the unused credit of the facility is due
        quarterly in arrears. The principal borrower under the facility is
          SFTP, and borrowings under the New Credit Facility are guaranteed by
     Holdings, Six Flags Operations and all of Six Flags Operations'
       domestic subsidiaries and are secured by substantially all of Six
 Flags Operations' domestic assets and a pledge of Six Flags
           Operations' capital stock. See Note 6 regarding interest rate hedging
activities.                                               

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SIX FLAGS OPERATIONS, INC.

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

          The Credit Facility contains restrictive covenants that, among other
things, limit the ability of Six Flags Operations and its 
         subsidiaries to dispose of assets; incur additional indebtedness or
     liens; repurchase stock; make investments; engage in mergers or
     consolidations; pay dividends, except that (subject to covenant
       compliance) dividends will be permitted to allow Holdings to meet
        cash interest obligations with respect to Holdings' long-term debt
          ($1,038,482,000 and $1,007,749,000 as of December 31, 2000 and 1999,
        respectively), cash dividend payments on Holdings' preferred stock
     ($23,288,000 in 2000 and 1999) and Holdings' obligations to the
      limited partners in the Partnership Parks, and engage in certain
     transactions with subsidiaries and affiliates. In addition, the
    Credit Facility requires that Six Flags Operations comply with
     certain specified financial ratios and tests. The indenture was
        amended in February 2001 to allow the Company to make dividends to
    Holdings related to Holdings' 2001 Senior Notes and the PIERS.

          On November 5, 1999, the Company borrowed $892,000,000 under the New
        Credit Facility principally to repay all amounts outstanding under
        the prior credit facilities and to provide funds to consummate the
           November 1999 transactions with Warner Bros. described in Note 2. The
          termination of the previously existing credit facilities resulted in
         an extraordinary loss in respect of the debt issuance costs related
thereto of $5,214,000, net of tax benefit of $3,476,000.  

     Annual maturities of long-term debt during the five years subsequent to
      December 31, 2000, are as follows after giving effect to the refinancing
of certain debt in February 2001.                                 

             2001                               $          2,401,000
             2002                                          6,923,000
             2003                                          6,760,000
             2004                                        161,583,000
             2005 and thereafter                       1,106,164,000
                                                 -------------------
                                                $      1,283,831,000
                                                 ===================

   After consideration of the contributions from Holdings and payment of
       amounts previously outstanding, the long-term debt balance as of December
       31, 2000 would have been $846,100,000. The maturities of the $846,100,000
       for the years 2001 through 2004 would be the same as reflected above. The
remaining $668,433,000 primarily mature in 2005.                  

     In 1998, the Company terminated a prior credit facility, which resulted
  in a $788,000 extraordinary loss, net of tax benefit of $526,000. In
     1999, in addition to the extraordinary loss described in (c) above, the
      Company extinguished other previously outstanding debt and recognized an
 extraordinary loss of $6,082,000, net of tax benefit of $4,054,000.

  The fair value of the Company's long-term debt is estimated by using
       quoted prices or discounted cash flow analyses based on current borrowing
     rates for debt with similar maturities. Under the above assumptions the
     estimated fair value of long-term debt at December 31, 2000 and 1999 is
approximately $1,282,306,000 and $1,196,015,000, respectively.    

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SIX FLAGS OPERATIONS, INC.

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

(8)    INCOME TAXES                                                             

     Income tax expense (benefit) allocated to operations for 2000, 1999 and
1998 consists of the following:                                                 

                                                                [Download Table]


                       CURRENT            DEFERRED            TOTAL       
                   -----------------  -----------------  -----------------
                                                                          

2000:                                                                     
U.S. federal     $        (10,000)       29,199,000           29,189,000  
Foreign                 3,792,000         4,388,000            8,180,000  
State and local          (377,000)        4,799,000            4,422,000  
                   -----------------  -----------------  -----------------
                 $      3,405,000        38,386,000           41,791,000  
                   =================  =================  =================
1999:                                                                     
U.S. federal     $      (683,000)        35,462,000          34,779,000   
Foreign                1,058,000          3,072,000           4,130,000   
State and local         (591,000)         5,945,000           5,354,000   
                   -----------------  -----------------  -----------------
                 $      (216,000)        44,479,000           44,263,000  
                   =================  =================  =================
1998:                                                                     
U.S. federal     $      (564,000)        34,734,000          34,170,000   
Foreign                1,049,000          5,146,000           6,195,000   
State and local        1,007,000          5,262,000           6,269,000   
                   -----------------  -----------------  -----------------
                 $     1,492,000         45,142,000          46,634,000   
                   =================  =================  =================


       Recorded income tax expense allocated to operations differed from amounts
   computed by applying the U.S. federal income tax rate of 35% in 2000,
1999 and 1998 to income before income taxes as follows:           

                                                        [Enlarge/Download Table]

                                               2000               1999               1998       
                                         -----------------  -----------------  -----------------
                                                                                                

Computed "expected" federal income                                                              
  tax expense                          $     20,583,000        26,819,000         31,725,000    
Amortization of goodwill                     13,643,000        11,973,000          9,970,000    
Other, net                                      457,000         1,131,000           (128,000)   
Effect of foreign income taxes                4,145,000         1,215,000          1,645,000    
Effect of state and local income                                                                
    taxes, net of federal tax benefit         2,963,000         3,125,000          3,422,000    
                                         -----------------  -----------------  -----------------
                                       $     41,791,000        44,263,000         46,634,000    
                                         =================  =================  =================

  There were no extraordinary losses in 2000. An income tax benefit of
       $7,530,000 was allocated to extraordinary loss for 1999. The U.S. federal
benefit component was $6,539,000 and the state and local benefit  
   component was $991,000. There were no foreign extraordinary losses in
    1999. An income tax benefit of $526,000 was allocated to extraordinary
    loss for 1998. The U.S. federal benefit component was $457,000 and the
  state and local benefit component was $69,000. There were no foreign
extraordinary losses in 1998.                                     

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SIX FLAGS OPERATIONS, INC.

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

     Substantially all of the Company's future taxable temporary differences
     (deferred tax liabilities) relate to the different financial accounting
      and tax depreciation methods and periods for property and equipment. The
 Company's net operating loss carryforwards, alternative minimum tax
    credits, accrued insurance expenses, and deferred compensation amounts
   represent future income tax deductions (deferred tax assets). The tax
      effects of these temporary differences as of December 31, 2000, 1999 and
1998, are presented below:                                        

                                                        [Enlarge/Download Table]


                                                          2000              1999              1998     
                                                  ----------------- ------------------ ----------------
                                                                                                       

Deferred tax assets before valuation allowance  $     203,390,000       174,374,000        162,401,000 
Less valuation allowance                                1,196,000         1,196,000          1,196,000 
                                                  ----------------- ------------------ ----------------

Net deferred tax assets                               202,194,000       173,178,000        161,205,000 
Deferred tax liabilities                              394,605,000       331,828,000        315,773,000 
                                                  ----------------- ------------------ ----------------
Net deferred tax liability                                                                             
                                                $     192,411,000       158,650,000        154,568,000 
                                                  ================= ================== ================

      The Company's deferred tax liability results from the financial carrying
     amounts for property and equipment being substantially in excess of the
  Company's tax basis in the corresponding assets. The majority of the
      Company's property and equipment is depreciated over a 7-year period for
     tax reporting purposes and a longer 20- to 25-year period for financial
    purposes. The faster tax depreciation has resulted in tax losses which
     can be carried forward to future years to offset future taxable income.
  Because most of the Company's depreciable assets' financial carrying
    amounts and tax basis difference will reverse before the expiration of
    the Company's net operating loss carryforwards and taking into account
      the Company's projections of future taxable income over the same period,
    management believes that the Company will more likely than not realize
the benefits of these net future deductions.                      

    As of December 31, 2000, the Company has approximately $508,312,000 of
net operating loss carryforwards available for federal income tax 
 purposes which expire through 2020. Included are net operating loss
    carryforwards of $3,400,000 which are not expected to be utilized as a
result of an ownership change that occurred on October 30, 1992. A
valuation allowance for the pre-October 1992 net operating loss   
    carryforwards has been established. Additionally at December 31, 2000,
 the Company had approximately $7,537,000 of alternative minimum tax
credits which have no expiration date.                            

       Included in the Company's tax net operating loss carryforward amounts are
    approximately $249,353,000 of net operating loss carryforwards of SFEC
    generated prior to its acquisition by the Company. SFEC experienced an
ownership change on April 1, 1998 as a result of the Six Flags    
    Acquisition. Due to this ownership change, no more than $49,200,000 of
    pre-acquisition net operating loss carryforwards may be used to offset
      taxable income in any year; however, it is more likely than not that all
     of the Company's carryforwards generated subsequent to October 1992 and
      all of the SFEC's pre-acquisition carryfowards will be fully utilized by
the Company before their expiration.                              

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SIX FLAGS OPERATIONS, INC.

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

       During 1999, the Company reduced goodwill by approximately $1,700,000 for
      the tax benefit from certain reimbursed costs arising from contingencies
related to the Six Flags Acquisition.                             

The Company and Holdings have entered into a tax-sharing agreement
     whereby the Company pays to Holdings the Company's portion of Holdings'
      current tax expense. No amounts were paid to Holdings during each of the
years ended December 31, 2000, 1999 or 1998.                      

(9)    STOCKHOLDER'S EQUITY                                                     

COMMON STOCK                                                      

       Subsequent to the 1998 Merger, the Company has authorized 1,000 shares of
     common stock, par value $0.05 per share, with 1,000 shares outstanding,
all of which are held by Holdings.                                

(10)   PENSION BENEFITS                                                         

       As part of the acquisition of Six Flags by Holdings on April 1, 1998, the
     obligations related to the SFTP Defined Benefit Plan (the Benefit Plan)
were assumed. The Benefit Plan covered substantially all of SFTP's
     full-time employees. During 1999 the Benefit Plan was extended to cover
  substantially all of the Company's domestic full-time employees. The
     Benefit Plan permits normal retirement at age 65, with early retirement
     at ages 55 through 64 upon attainment of ten years of credited service.
    The early retirement benefit is reduced for benefits commencing before
 age 62. Benefit Plan benefits are calculated according to a benefit
     formula based on age, average compensation over the highest consecutive
     five-year period during the employee's last ten years of employment and
    years of service. Benefit Plan assets are invested primarily in common
stock and mutual funds. The Benefit Plan does not have significant
     liabilities other than benefit obligations. Under the Company's funding
policy, contributions to the Benefit Plan are determined using the
projected unit credit cost method. This funding policy meets the  
     requirements under the Employee Retirement Income Security Act of 1974.

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SIX FLAGS OPERATIONS, INC.

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

       The following table sets forth the aggregate funded status of the Benefit
   Plan and the related amounts recognized in the Company's consolidated
balance sheets:                                                   

                                                        [Enlarge/Download Table]


                                                                       2000               1999       
                                                                 -----------------  -----------------
                                                                                                     
Change in benefit obligation:                                                                        
  Benefit obligation, January 1                               $      72,189,000         74,658,000   
  Service cost                                                        3,309,000          3,644,000   
  Interest cost                                                       5,952,000          5,459,000   
  Plan amendments                                                            --          2,723,000   
  Actuarial (gain) loss                                               4,872,000        (12,587,000)  
  Benefits paid                                                      (2,009,000)        (1,708,000)  
                                                                 -----------------  -----------------
Benefit obligation at December 31                                    84,313,000         72,189,000   
                                                                 -----------------  -----------------

Change in plan assets:                                                                               
  Fair value of assets, January 1                                    89,958,000         87,270,000   
  Actual return on plan assets                                          312,000          4,396,000   
  Benefits paid                                                      (2,009,000)        (1,708,000)  
                                                                 -----------------  -----------------
Fair value of assets at December 31                                  88,261,000         89,958,000   
                                                                 -----------------  -----------------

Plan assets in excess of benefit obligations                          3,948,000         17,769,000   
Unrecognized net actuarial (gain) loss                                6,668,000         (5,891,000)  
Unrecognized prior service cost                                       2,203,000          2,463,000   
                                                                 -----------------  -----------------
Prepaid benefit cost (included in deposits and other assets)  $      12,819,000         14,341,000   
                                                                 =================  =================


      Net pension expense of the Benefit Plan for the years ended December 31,
       2000 and 1999 and the nine-month period ended December 31, 1998, included
the following components:                                         

                                                        [Enlarge/Download Table]


                                            2000               1999               1998       
                                      -----------------  -----------------  -----------------
                                                                                             
Service cost                        $      3,309,000          3,644,000         2,444,000    
Interest cost                              5,952,000          5,459,000         3,808,000    
Expected return on plan assets            (7,999,000)        (7,774,000)       (5,657,000)   
Amortization of prior service cost           260,000            260,000                --    
                                      -----------------  -----------------  -----------------
Net periodic benefit cost            $     1,522,000          1,589,000           595,000    
                                      =================  =================  =================

  The weighted average discount rate used in determining the actuarial
      present value of the projected benefit obligation in 2000, 1999 and 1998
      was 7.50%, 7.75% and 6.75%, respectively. The rate of increase in future
    compensation levels was 4.50%, 4.75% and 4.50% in 2000, 1999 and 1998,
     respectively. The expected long-term rate of return on assets was 9% in
each year.                                                        
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SIX FLAGS OPERATIONS, INC.

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

(11)   401(K) PLAN                                                              

      The Company has a qualified, contributory 401(k) plan (the 401(k) Plan).
     All regular employees are eligible to participate in the 401(k) Plan if
    they have completed one full year of service and are at least 21 years
     old. The Company matches 100% of the first 2% and 25% of the next 6% of
       salary contributions made by employees. The accounts of all participating
      employees are fully vested upon completion of four years of service. The
     Company recognized approximately $1,730,000, $1,874,000 and $417,000 of
  related expense in the years ended December 31, 2000, 1999 and 1998,
respectively.                                                     

     As part of the acquisition of SFEC by Holdings, the Company assumed the
   administration of SFEC's savings plan. Under the provisions of SFEC's
       savings plan, all full-time and seasonal employees of SFEC completing one
      year of service (minimum 1,000 hours) and attaining age 21 were eligible
   to participate and could contribute up to 6% of compensation as a tax
    deferred basic contribution. Each participant could also elect to make
 additional contributions of up to 10% of compensation (up to 4% tax
 deferred). Tax deferred contributions to the savings plan could not
 exceed amounts defined by the Internal Revenue Service ($10,000 for
  1998). Both the basic and additional contributions were at all times
      vested. SFEC, at its discretion, could make matching contributions of up
  to 100% of its employees' basic contributions. SFEC made $743,000 in
     contributions for the 1998 plan year. During the first quarter of 1999,
the SFEC savings plan was merged into the Company's 401(k) Plan.  

(12)   COMMITMENTS AND CONTINGENCIES                                            

      The Company leases the sites of Wyandot Lake, Six Flags Mexico, and each
      of the two Waterworld/USA locations. The Company also leases portions of
       the sites of Six Flags Kentucky Kingdom, Six Flags New England, Six Flags
     Holland, and Warner Bros. Movie World Germany. In certain cases rent is
  based upon percentage of the revenues earned by the applicable park.
During 2000, 1999 and 1998, the Company recognized approximately  
    $3,809,000, $2,045,000 and $1,002,000, respectively, of rental expense
under these rent agreements.                                      

Total rental expense, including office space and park sites, was  
     approximately $8,294,000, $7,060,000 and $7,817,000 for the years ended
December 31, 2000, 1999 and 1998 respectively.                    

  Future obligations under operating leases, including site leases, at
December 31, 2000, are summarized as follows (in thousands):      

YEAR ENDING DECEMBER 31,                                        
---------------------------                                   
            2001                                    $          2,640
            2002                                               2,329
            2003                                               2,007
            2004                                               1,757
            2005 and thereafter                               18,228
                                                          ------------------
                                                    $         26,961
                                                          ==================

      In connection with the acquisition of SFEC by Holdings in 1998, Holdings
      and the Company entered into a license agreement (the License Agreement)
pursuant to which it obtained the exclusive right                 

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SIX FLAGS OPERATIONS, INC.

Notes to Consolidated Financial Statements

December 31, 2000, 1999 and 1998

      for a term of 55 years to theme park use in the United States and Canada
  (excluding the Las Vegas, Nevada metropolitan area) of all animated,
    cartoon and comic book characters that Warner Bros. and DC Comics have
the right to license for such use during the term of the License  
Agreement.                                                        

 Under the License Agreement, Holdings pays an annual license fee of
     $2,500,000 through 2005. Thereafter, the license fee will be subject to
  periodic scheduled increases and will be payable on a per-theme park
basis.                                                            

In December 1998, a final judgment of $197,300,000 in compensatory
      damages was entered against SFEC, SFTP, Six Flags Over Georgia, Inc. and
    Time Warner Entertainment Company, L.P. (TWE), and a final judgment of
      $245,000,000 in punitive damages was entered against TWE and $12,000,000
 in punitive damages was entered against the Six Flags entities. The
  compensatory damages judgment has been paid and the Company has been
    advised that TWE is considering an appeal to the United States Supreme
       Court of the punitive damages judgment. The judgments arose out of a case
     entitled SIX FLAGS OVER GEORGIA, LLC ET AL V. TIME WARNER ENTERTAINMENT
      COMPANY, LP ET AL based on certain disputed partnership affairs prior to
    the Six Flags Acquisition at Six Flags Over Georgia, including alleged
   breaches of fiduciary duty. The sellers in the Six Flags Acquisition,
    including Time Warner, Inc., have agreed to indemnify the Company from
any and all liabilities arising out of this litigation.           

   The Company has guaranteed the obligations of certain subsidiaries of
Holdings to (i) make minimum annual distributions of approximately
       $50,200,000 in 2001 (subject to annual cost of living adjustments) to the
 limited partner in the Partnership Parks, (ii) make minimum capital
    expenditures at each of the Partnership Parks during rolling five-year
periods, based generally on 6% of such park's revenues, and (iii) 
purchase at specified prices a maximum number of 5% per year      
     (accumulating to the extent not purchased in any given year) of limited
partnership units outstanding (to the extent tendered by the unit 
holders).                                                         

 The Company is party to various legal actions arising in the normal
     course of business. Matters that are probable of unfavorable outcome to
 the Company and which can be reasonably estimated are accrued. Such
      accruals are based on information known about the matters, the Company's
estimates of the outcomes of such matters and its experience in   
      contesting, litigating and settling similar matters. None of the actions
     are believed by management to involve amounts that would be material to
     the Company's consolidated financial position, operations, or liquidity
after consideration of recorded accruals.                         

(13)   BUSINESS SEGMENTS                                                        

      The Company manages its operations on an individual park location basis.
     Discrete financial information is maintained for each park and provided
to the Company's management for review and as a basis for         
decision-making. The primary performance measure used to allocate 
   resources is earnings before interest, tax expense, depreciation, and
amortization (EBITDA). All of the Company's parks provide similar 
  products and services through a similar process to the same class of
     customer through a consistent method. As such, the Company has only one
 reportable segment - operation of theme parks. The following tables
    present segment financial information, a reconciliation of the primary
segment performance measure to income before income taxes and a   
   reconciliation of theme park revenues to consolidated total revenues.
Park level expenses exclude                                       

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all non-cash operating expenses, principally depreciation and     
amortization and all nonoperating expenses.                       

                                                        [Enlarge/Download Table]


                                                       2000               1999               1998       
                                                 -----------------  -----------------  -----------------
                                                                     (IN THOUSANDS)                     
                                                                                                        
Theme park revenues                            $      1,063,932           984,138              839,142  
Theme park cash expenses                               (653,842)        (613,359)             (513,751) 
                                                 -----------------  -----------------  -----------------
Aggregate park EBITDA                                   410,090           370,779              325,391  
Third-party share of EBITDA from parks                                                                  
    accounted for under the equity method                (8,069)          (7,356)               (4,730) 
Amortization of investment in theme parks                (5,323)          (3,376)               (1,515) 
Unallocated net expenses, including corporate                                                           
    and expenses from parks acquired after                                                              
    completion of the operating season                  (32,243)         (27,215)              (23,416) 
Depreciation and amortization                          (177,897)        (153,675)             (109,676) 
Interest income                                           1,969            13,201               13,559  
Interest expense                                       (129,718)        (115,733)             (108,969) 
                                                 -----------------  -----------------  -----------------
Income before income taxes                     $         58,809            76,625               90,644  
                                                 =================  =================  =================

                                                       2000               1999               1998       
                                                 -----------------  -----------------  -----------------
                                                                     (IN THOUSANDS)                     

Theme park revenues                            $      1,063,932           984,138              839,142  
Theme park revenues from parks accounted for                                                            
    under the equity method                             (57,337)         (57,154)              (47,343) 
                                                 -----------------  -----------------  -----------------
Consolidated total revenues                    $      1,006,595           926,984              791,799  
                                                 =================  =================  =================

      Seven of the Company's parks are located in Europe and one is located in
      Mexico. The Mexico park was acquired in May 1999 and one of the European
     parks was acquired in November 1999. The following information reflects
  the Company's long-lived assets and revenues by domestic and foreign
categories for 2000, 1999 and 1998:                               

                                                                [Download Table]

                             DOMESTIC           FOREIGN             TOTAL       
                         -----------------  -----------------  -----------------
                                             (IN THOUSANDS)                     

                                                                                
2000:                                                                           
    Long-lived assets  $      3,018,268            504,414          3,522,682   
    Revenues                    838,865            167,730          1,006,595   

1999:                                                                           
    Long-lived assets  $      2,955,667            441,925          3,397,592   
    Revenues                    830,578             96,406            926,984   

1998:                                                                           
    Long-lived assets  $      2,690,330            188,826          2,879,156   
    Revenues                    725,042             66,757            791,799   


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 EXHIBIT INDEX
                                                                            PAGE

(3)   Articles of Incorporation and By-Laws:                                    

   (a)   Certificate of Incorporation of Registrant dated March 25, 1998 -
        incorporated by reference from Exhibit 3(a) to Registrant's Form
10-K for the year ended December 31, 1999.              

(b)   Certificate of Ownership and Merger of Six Flags Entertainment
          Corporation into Registrant, dated November 5, 1999 - incorporated
        by reference from Exhibit 3(b) to Registrant's Form 10-K for the
year ended December 31, 1999.                           

     (c)   By-laws of Registrant - incorporated by reference from Exhibit 3(c)
      to Registrant's Form 10-K for the year ended December 31, 1999

(4)   Instruments Defining the Rights of Security Holders, Including Indentures:

  (a)   Indenture dated as of August 15, 1995, among the Registrant, the
            subsidiaries of the Registrant named therein and United States Trust
       Company of New York, as trustee (including the form of Notes) -
       incorporated by reference from Exhibit 4(2) to the registration
            statement on Form S-1 (Registration No. 33-62225) of Six Flags, Inc.
       formerly Premier Parks Inc. ("Six Flags") declared effective on
November 9, 1995 (the "Registration Statement").        

     (b)   Form of First Supplemental Indenture dated as of November 9, 1995 -
         incorporated by reference from Exhibit 4(2.1) to the Registration
Statement.                                              

     (c)   Indenture dated as of April 1, 1998 between Premier, Registrant and
            The Bank of New York, as Trustee with respect to Registrant's 8 7/8%
       Senior Discount Notes due 2006 - incorporated by reference from
          Exhibit 4(q) to Six Flags' Registration Statement on Form S-3 (No.
333-45859) declared effective on March 26, 1998.        

(10)  Material Contracts:                                                       

     (a)   Agreement of Limited Partnership of 229 East 79th Street Associates
       LP dated July 24, 1987, together with amendments thereto dated,
         respectively, August 31, 1987, October 21, 1987, and December 21,
           1987 - incorporated by reference from Exhibit 10(i) to Form 10-K of
Six Flags for year ended December 31, 1987.             

    (b)   Agreement of Limited Partnership of Frontier City Partners Limited
  Partnership, dated October 18, 1989, between Frontier City
            Properties, Inc. as general partner, and the Registrant and Frontier
   City Properties, Inc. as limited partners - incorporated by
         reference from Exhibit 10(g) to Six Flags' Current Report on Form
8-K dated October 18, 1989.                             

   (c)   Lease Agreement dated December 22, 1995 between Darien Lake Theme
        Park and Camping Resort, Inc. and The Metropolitan Entertainment
        Co., Inc. - incorporated by reference from Exhibit 10(o) to Form
10-K of Six Flags for the year ended December 31, 1995. 

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   (d)   Consulting and Non-Competition Agreement, dated October 30, 1996,
            between Registrant and Arnold S. Gurtler - incorporated by reference
           from Exhibit 10(u) to Six Flags' Registration Statement on Form S-2
    (Reg. No. 333-16573) declared effective on January 27, 1997.

     (e)   Non-Competition Agreement, dated as of October 30, 1996 between the
         Registrant and Ascent Entertainment Group, Inc. - incorporated by
            reference from Exhibit 10(s) to Six Flags' Registration Statement on
       Form S-2 (Reg. No. 333-16573) declared effective on January 27,
1997.                                                   

      (f)   Consulting Agreement, dated December 4, 1996, between the Registrant
          and Charles R. Wood - incorporated by reference from Exhibit 10(b)
          to Six Flags' Current Report on Form 8-K, dated December 13, 1996.

    (g)   Non-Competition Agreement dated as of December 4, 1996 between the
       Registrant and Charles R. Wood - incorporated by reference from
     Exhibit 10(c) of Six Flags' Current Report on Form 8-K, dated
December 13, 1996.                                      

    (h)   1997 Management Agreement Relating to Marine World, by and between
         the Marine World Joint Powers Authority and Park Management Corp,
   dated as of the 1st day of February, 1997 - incorporated by
         reference from Exhibit 10 (aa) to Form 10-K of Six Flags for year
ended December 31, 1997.                                

     (i)   Purchase Option Agreement among City of Vallejo, Marine World Joint
         Powers Authority and Redevelopment Agency of the City of Vallejo,
and Park Management Corp., dated as of August 29, 1997 -
          incorporated by reference from Exhibit 10 (ab) to Form 10-K of Six
Flags for year ended December 31, 1997.                 

    (j)   Letter Agreement, dated November 7, 1997, amending 1997 Management
           Agreement Relating to Marine World, by and between the Marine World
         Joint Powers Authority and Park Management Corp., dated as of the
          1st day of February, 1997 - incorporated by reference from Exhibit
           10 (ac) to Form 10-K of Six Flags for year ended December 31, 1997.

 (k)   Reciprocal Easement Agreement between Marine World Joint Powers
           Authority and Park Management Corp., dated as of November 7, 1997 -
          incorporated by reference from Exhibit 10 (ad) to Form 10-K of Six
Flags for year ended December 31, 1997.                 

   (l)   Parcel Lease between Marine World Joint Powers Authority and Park
        Management Corp., dated as of November 7, 1997 - incorporated by
         reference from Exhibit 10 (ae) to Form 10-K of Six Flags for year
ended December 31, 1997.                                

(m)   Stock Purchase Agreement dated as of September 26, 1997, among
           Registrant, Kentucky Kingdom, Inc., Hart-Lunsford Enterprises, LLC,
           and Edward J. Hart - incorporated by reference from Exhibit 10.1 to
      Six Flags' Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997.                                     

     (n)   Stock Purchase Agreement dated as of December 15, 1997, between the
   Registrant and Centrag S.A., Karaba N.V. and Westkoi N.V. -
         incorporated by reference from Exhibit 10.1 to Six Flags' Current
Report on Form 8-K dated December 15, 1997.             

 -2-

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   (o)   Agreement and Plan of Merger dated as of February 9, 1998, by and
            among the Registrant, Six Flags Entertainment Corporation and others
            - incorporated by reference from Exhibit 10(a) to Six Flags' Current
Report on Form 8-K dated February 9, 1998.              

  (p)   Agreement and Plan of Merger dated as of February 9, 1998 by and
        among Premier Parks Inc., Premier Parks Holdings Corporation and
         Premier Parks Merger Corporation - incorporated by reference from
            Exhibit 2.1 to Six Flags' Current Report on Form 8-K dated March 25,
1998.                                                   

(q)   Subordinated Indemnity Agreement dated February 9, 1998, among
       Premier, the subsidiaries of the Registrant named therein, Time
            Warner Inc., the subsidiaries of Time Warner Inc. named therein, Six
         Flags Entertainment Corporation and the subsidiaries of Six Flags
           Entertainment Corporation named therein - incorporated by reference
          from Exhibit 2(b) to Six Flags' Registration Statement on Form S-3
(No. 333-45859) declared effective on March 26, 1998.   

  (r)   Sale and Purchase Agreement dated as of October ___, 1998 by and
          between Premier and Fiesta Texas Theme Park, Ltd.- incorporated by
        reference to Exhibit 10(at) to Six Flags' Form 10-K for the year
ended December 31, 1998.                                

(s)   Credit Agreement, dated as of November 5, 1999, among Premier,
        Registrant, certain subsidiaries named therein, the Lenders from
      time to time party thereto, The Bank of New York, as Syndicate
     Agent, Bank of American, N.A. and The Bank of Nova Scotia, as
      Documentation Agents, Lehman Brothers Inc. and Lehman Brothers
         International (Europe) Inc., as Advisors, Lead Arrangers and Bank
            Managers and Lehman Commercial Paper Inc., as Administrative Agent -
         incorporated by reference to Exhibit 10.1 to Six Flags' Form 10-Q
for the quarter ended September 30, 1999.               

 (t)   Stock Purchase Agreement dated as of December 6, 2000 among Six
            Flags, EPI Realty Holdings, Inc. and Jeffrey Stock - incorporated by
          reference from Exhibit 10(bb) to Six Flags' Form 10-K for the year
ended December 31, 2000.                                

  (u)   Asset Purchase Agreement dated as of January 8, 2001 between Six
          Flags and Sea World, Inc. - incorporated by reference from Exhibit
            10(cc) to Six Flags' Form 10-K for the year ended December 31, 2000.

*(21) Subsidiaries of the Registrant.                                           

--------                                                                        
* Filed herewith.                                                               

-3- 

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10-K Filing		Date		First		Last			Other Filings
		10/30/92		51
		8/15/95		57
		11/9/95		57
		12/22/95		57
		12/31/95		57
		10/30/96		58
		12/4/96		58
		12/13/96		58
		1/27/97		58
		1/31/97		47
		8/29/97		58
		9/26/97		58
		9/30/97		58
		11/7/97		58
		12/15/97		58
		12/31/97		35		58
		1/1/98		44
		2/9/98		59
		3/24/98		38
		3/25/98		57		59			S-3/A
		3/26/98		19		59
		3/31/98		22		23			10-Q, 10-Q/A
		4/1/98		2		57
		7/1/98		15
		12/31/98		22		59
		5/4/99		39		42
		5/13/99		39		42
		9/30/99		59
		11/5/99		2		59
		11/15/99		38		42
		12/15/99		48
		12/31/99		20		57			10-K
		6/30/00		38					10-Q
		12/6/00		59
For The Period Ended		12/31/00		1		59
		1/1/01		26		46
		1/8/01		59
		1/29/01		47					8-K
		2/2/01		47
		2/9/01		39
		3/1/01		1		18			8-K
		3/2/01		32		47
		3/28/01		29		30
Filed On / Filed As Of		4/2/01
		12/31/01		24		48
		1/15/02		47
		4/1/02		48
		12/31/02		48
		12/31/03		48
		12/31/04		48
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