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percentage of fixed costs, including the interest costs on our debt and our depreciation expense. We also have an accumulated stockholders' deficit of $443.8 million at December 31, 2008. Additionally, our Preferred Income Equity Redeemable Shares ("PIERS") are required to be redeemed in August 2009, at which time we are required to redeem all of the PIERS for cash at 100% of the liquidation preference ($287.5 million), plus accrued and unpaid dividends ($31.3 million assuming dividends are accrued and not paid through the mandatory redemption date). Given the current negative conditions in the economy generally and the credit markets in particular, there is substantial uncertainty that we will be able to effect a refinancing of our debt on or prior to maturity or the PIERS prior to their mandatory redemption date on August 15, 2009.

        If we are unable to refinance or restructure the PIERS at or prior to the mandatory redemption date, such failure would constitute a default under our amended and restated credit facility (the "Credit Facility"), which would permit the lenders to accelerate the obligations thereunder. If the lenders were to accelerate the amounts due under the Credit Facility, a cross-default would also be triggered under our public debt indentures, which would likely result in most or all of our long-term debt becoming due and payable. In that event, we would be unable to fund these obligations. Such a circumstance could have a material adverse effect on our operations and the interests of our creditors and stockholders. Accordingly, we have stated in our financial statements included herein that there is substantial doubt about our ability to continue as a going concern unless a successful restructuring occurs.

        We are exploring a number of alternatives for the refinancing of our indebtedness and the PIERS, including a restructuring either in or out-of-court. We believe the consummation of a successful restructuring is critical to our continued viability. Any restructuring will likely be subject to a number of conditions, many of which will be outside of our control, including the agreement of the PIERS holders, our creditors and other parties, and may limit our ability to utilize our net operating loss carry forwards if there is an ownership change, which is likely. We can make no assurances that any restructuring that we pursue will be successful, or what the terms thereof would be or what, if anything, our existing debt and equity holders would receive in any restructuring, which will depend on our enterprise value, although we believe that any restructuring would be highly dilutive to our existing equity holders and certain debt holders. In addition, we can make no assurances with respect to what the value of our debt and equity will be following the consummation of any restructuring.

        We may be compelled to seek an in-court solution in the form of a pre-packaged or pre-arranged filing under Title 11 of the United States Code, 11 U.S.C. §§ 101, et seq., as amended ("Chapter 11") if we are unable to successfully negotiate a timely out-of-court restructuring agreement with the PIERS holders, common stockholders and our creditors. Such a court filing would likely occur prior to the maturity of the PIERS or well in advance of such date, if we were to conclude at such time that an out-of-court solution is not feasible or advantageous. See "Risk Factors."

Management and Operational Changes

        Following a successful stockholder consent solicitation by Red Zone LLC, an entity controlledmanaged by Daniel M. Snyder, in December 2005, Mr. Snyder became Chairman of our Board of Directors and two persons proposednominated by Red Zone LLC became directors, including Mark Shapiro, who was elected President and Chief Executive Officer at that time. In 2006, our Board of Directors approved substantial changes to senior management, including several park presidents (formerly referred to as general managers) and new management began to effectuate a series of long-term operating initiatives.

        During 2006, the first season following the change, new management concentrated on (i) improving the guest experience by improving the overall appearance and cleanliness of the parks;parks, (ii) increasing per

capita revenue, including by partnering with well known brand names such as Papa John's and Cold Stone Creamery and (iii) building a corporate alliance team.

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        During the second year of these initiatives,2007, we (i) implemented a capital plan designed to broaden the family offerings in our parks, such as Wiggles Worlds featuring the rides and attractions of the popular children's entertainers "The Wiggles," Thomas the Tank Engine attractions, Cirque Coobrila, Tony Hawk Spinning Coasters and Operation Spy Girl, (ii) implemented staffing initiatives to improve recruiting, training, retention and efficiency, all designed to further improve the guest experience, (iii) continued to grow per capita revenue including by partnering with well known brand names such as Johnny Rockets and Kodak and (iv) invested in information technology infrastructure designed to not only improve systems, such as ticketing, point of sale and our website, but also to improve our ability to offer more diverse entertainment and revenue streams with Six Flags television and radio within the parks.

        Our plan forDuring 2008, includeswe (i) the launch oflaunched a new attraction program with eightseven coasters for eightseven parks, (ii) the addition ofcontinued to roll-out Wiggles Worlds and Thomas the Tank Engine attractions at certain of our parks, (iii) developed a more efficient and targeted marketing plan, with more online focus and concentrated spending in the early portion of the season, (iv) a reduction inreduced operating expenses through a decrease inmore efficient use of our full time employees and seasonal labor, savings expected as a resultwell as the removal or closure of the expansion of the 2007 staffing initiativescertain inefficient rides and attractions and (v) continued growth into grow guest spending as well asand sponsorship and international opportunities.

        TheseOur plan for 2009 includes (i) the launch of a new attraction program featuring a new coaster themed after the Batman movie "The Dark Night"™ at Six Flags Mexico and a new wooden roller coaster themed after the Terminator Salvation™ movie at Six Flags Magic Mountain, (ii) the addition of a Wiggles World at Six Flags Fiesta Texas, (iii) substantially upgrading and relaunching the Superman Ride of Steel coaster at Six Flags New England and the floorless Medusa coaster at Six Flags Great Adventure, (iv) adding our exciting "Glow in the Park" closing parade at two additional parks, (v) continuing our efficient and targeted marketing strategies, focusing on our breadth of product and value proposition, (vi) maintaining focus on containing our operating expenses while at the same time increasing our operating days and operating hours, (vii) improving and expanding upon our branded product offerings and guest-service focused staffing initiatives have not been fully implementedin order to continue to drive guest spending growth, and even when fully implemented, there can be no assurance that they will result in increased attendance and/or revenue. See "Risk Factors—Implementation of new operational plan—a change in(viii) continuing our strategy may adversely impact our operations"efforts to grow sponsorship and "—New Executive Officers/Board of Directors—our new management does not have proven success with Six Flags."international revenue opportunities.

Recent Developments

Noncompliance with the New York Stock Exchange Continued Listing Criteria

        On October 6, 2008, we were notified by the New York Stock Exchange (the "NYSE") that we were not in compliance with the NYSE's continued listing criteria because the thirty-day average closing price of our common stock was less than $1.00, and on October 27, 2008, we were notified by the NYSE that we were not in compliance with the NYSE's continued listing criteria because the thirty-day average market capitalization of our common stock had been less than $75 million and, at the same time, our stockholders' equity had been less than $75 million.

        Subject to limited exceptions, we have a six-month compliance period from the date of notification of our noncompliance to bring our share price and average share price back above $1.00. On February 26, 2009, the NYSE suspended the $1.00 average closing price requirement until June 30, 2009. If we have not regained compliance with the average closing price requirement by June 30, 2009, the six-month compliance period will recommence and we will have the remaining balance of such period within which time we must regain compliance in order to remain listed.

        On December 9, 2008, we submitted a plan to the NYSE to address our compliance with the NYSE's minimum market capitalization and stockholders' equity listing criteria, which included a restructuring plan with respect to our outstanding notes and the PIERS. On January 22, 2009, the NYSE accepted our plan; however, the NYSE may delist our common stock in the future if we do not satisfy the NYSE's minimum listing criteria, including maintaining a minimum market capitalization of

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$15,000,000 over a thirty consecutive trading day period through June 30, 2009 and, thereafter, a minimum market capitalization of $25,000,000 over a thirty consecutive trading day period. Failure to be listed on the NYSE does not constitute a default under any of our debt instruments. We believe that a successful restructuring will enable us to fully comply with the NYSE's minimum listing requirements. See "Risk Factors."

Early Adoption of EITF Topic D-98

        We have elected to early adopt Emerging Issues Task Force ("EITF") Topic D-98, "Classification and Measurement of Redeemable Securities," as amended at the March 12, 2008 meeting of the EITF.EITF during the fourth quarter of 2007. As a result of this change, we have reflected the full redemption price of the puttable limited partnership units for Six Flags Over Georgia and Six Flags Over Texas as "mezzanine equity," which is located between liabilities and equity on our balance sheet, with a reduction of minority interest liability and capital in excess of par value. In the future, as a result of the adoption of SFAS No. 160, "Noncontrolling Interest in Consolidated Financial Statements—an amendment of Accounting Research Bulletin No. 51" on January 1, 2009, if limited partnership units are put to us, we will account for the acquisition by reducing redeemable minority interests with an offsetting increasedecrease to capital in excesscash. The adoption of par value as well as recording the purchase of the assets and disbursement of cash. This accounting changeTopic D-98 did not affect our statement of operations or statement of cash flows. Comparative financial statements of prior years have been adjusted to apply this new method retrospectively. See Note 1(w) to Notes to Consolidated Financial Statements.

Acquisition of Minority Interests

        On July 31, 2007, we acquired the minority interests in Six Flags Discovery Kingdom that were held by our partner, the City of Vallejo, California, for a cash purchase price of approximately $52.8 million. See Note 2 to Notes to Consolidated Financial Statements.

        On June 18, 2007, we acquired a 40% interest in a venture that owns dick clark productions, inc. ("DCP") for a net investment of approximately $39.7 million. We intend to useIn 2008, we leveraged the DCP library, which includes the Golden Globes, the American Music Awards, the Academy of Country Music Awards, So You Think You Can Dance, American Bandstand and Dick Clark's New Year's Rockin' Eve, to provide additional product offerings in our parks. In addition, we believe that our investment in DCP provides us additional sponsorship and promotional opportunities. Red Zone Capital Partners II, L.P. ("Red Zone"), a

private equity fund managed by Daniel M. Snyder and Dwight C. Schar, both members of our Board of Directors, is the majority owner of the parent of DCP. During the fourth quarter of 2007, an additional third party investor purchased approximately 2.0% of the interest in DCP from us and Red Zone. As a result, our ownership interest wasis approximately 39.2% at December 31, 2007..

International Licensing

        We haveIn March 2008, we entered into an agreement with Tatweer Dubai LLC, a member of Dubai Holding ("Tatweer"), to create a Six Flags-branded theme park in Dubai.Dubai, United Arab Emirates. Pursuant to the agreement, we will provideare providing design and development services for the creation of the park, which will be operated and managed by Tatweer or its affiliate. We also granted Tatweer the exclusive right to use our brand in certain countries for certain time periods including the United Arab Emirates for twenty-five years.Emirates. As consideration for our services and the exclusivity rights granted in the agreement, we will receive license and other fees over the exclusivity and design and development periodsperiod plus an ongoing royalty fee once the Dubai park opens.

        In December 2008, we entered into an agreement with Oryx Holdings, a Qatari based diversified group ("Oryx"), to provide concept development and planning services to Oryx for the creation of a Six Flags-branded location within Qatar Entertainment City, the mixed-use development in Doha, Qatar.

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Under the agreement, once this initial phase is finalized, we will collaborate with Oryx on the detailed design, development, construction and management of the branded location.

Stockholder Rights Plan

        In December 2008, our Board of Directors adopted a stockholder rights plan and declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of our common stock. The distribution was paid on December 17, 2008 to stockholders of record as of the close of business on December 17, 2008. Each Right, if and when it becomes exercisable, entitles the holder to buy 1/1000 of a share of our preferred stock, designated as Series A Junior Preferred Stock, at a price of $1.25 per 1/1000 of a share subject to adjustment (the "Exercise Price"). If any person or group becomes the beneficial owner of 15% or more of our common stock at any time after the date of the plan (with certain limited exceptions), then each Right not owned by such person or group will entitle its holder to purchase, at the Exercise Price, shares of our common stock or, in certain circumstances, common stock of the acquiring person, having a market value of twice the Exercise Price. The description and terms of the Rights are set forth in a rights agreement between us and The Bank of New York Mellon, as rights agent.

Debt Refinancing

        On June 16, 2008, we completed a private debt exchange in which we issued $400.0 million of 12¹/4% Senior Notes due 2016 ("New Notes") of Six Flags Operations Inc., a direct wholly owned subsidiary of Holdings, in exchange for (i) $149.2 million of our 8⁷/8% Senior Notes due 2010 ("2010s"), (ii) $231.6 million of our 9³/4% Senior Notes due 2013 ("2013s") and (iii) $149.9 million of our 9⁵/8% Senior Notes due 2014 ("2014s"). The benefits of this transaction included reducing debt principal by approximately $130.6 million, extending our debt maturities (including a majority of our nearest term debt maturity in 2010) and decreasing our annual cash interest expense. The transaction resulted in a net gain on extinguishment of debt of $107.7 million related to the 2013s and 2014s (net of $3.3 million of transaction costs related to the 2010s that were charged to expense immediately as the exchange of the 2010s was not deemed to be a substantial modification under the guidance of EITF Issue No. 96-19, "Debtor's Accounting for a Modification or Exchange of Debt Instruments"). We also recorded a $14.1 million premium on the New Notes representing the difference between the carrying amount of the 2010s and the carrying amount of the New Notes on the exchange as this portion of the exchange was not deemed a substantial modification. This premium will be amortized as an offset to interest expense over the life of the New Notes. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity, Capital Commitments and Resources."

        In May 2007, we entered into an amended and restated credit facility (the "Credit Facility") providingthe Credit Facility, which provides for (i) an $850 million term loan maturing in April 2015, (ii) revolving credit facilities totaling $275 million, expiring in March 2013, and (iii) an uncommitted optional term loan tranche of up to $300 million. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity, Capital Commitments and Resources."

        The Credit Facility contains customary representations and warranties and affirmative and negative covenants, including, but not limited to, a financial covenant related to the maintenance of a minimum senior secured leverage ratio in the event of utilization of the revolving facilities and certain other events, as well as limitations on the ability to dispose of assets, incur additional indebtedness or liens, make restricted payments, make investments and engage in mergers or consolidations.

Park Sales

        In April 2007, we completed the sale to PARC 7F-Operations Corporation of the stock of our subsidiaries that owned three of our water parks and four of our theme parks for an aggregate

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purchase price of $312 million, consisting of $275 million in cash subject to adjustment, and a note receivable for $37 million.million (the "PARC Note"). Pursuant to the purchase agreement, we agreed to provide a limited guarantee to a creditor of the buyer related to the future results of operations of the Sale Parks of up to $10 million (the "PARC Guarantee"), decreasing by a minimum of one million dollars annually. The Sale Parksparks sold were Darien Lake near Buffalo, NY; Waterworld USA in Concord, CA; Elitch Gardens in Denver, CO; Splashtown in Houston, TX; the Frontier City theme park and the White Water Bay water park in Oklahoma City, OK; and Wild Waves and Enchanted Village near Seattle, WA.

        We recorded a non-cash impairment charge against assets held for sale in connection with this transaction in our consolidated financial statements for the year ended December 31, 2006 in the amount of $84.5 million. The net proceeds from the sale were used to repay indebtedness, fund capital expenditures and acquire the minority interests in Six Flags Discovery Kingdom and DCP, as described above.

Six Flags New Orleans

        Our New Orleans park sustained extensive damage in Hurricane Katrina in late August 2005 and has not opened since that time, and will not open during the 2008 season.reopened since. We have determined that our carrying value of the assets destroyed iswas approximately $34.0 million.million, for which we recorded a receivable in 2005. This amount does not include the property and equipment owned by the lessor, which is also covered by our insurance policies. The park is covered by

up to approximately $180 million in property insurance, subject to a deductible in the case of named storms of approximately $5.5 million. The property insurance covers the full replacement value of the assets destroyed and includes business interruption coverage.

        The flood insurance provisions of the policies contain a $27.5 million sublimit. In December 2006, we commenced a declaratory action in Louisiana federal district court seeking judicial determination that the flood insurance sublimit was not applicable by virtue of the separate "Named Storm" peril. While the separate Named Storm provision of our insurance policies explicitly covers flood damage and does not contain a separate sublimit, in February 2008, the court ruled in summary judgment that the flood insurance sublimit was applicable to the policies, including the Named Storm provision. We intend to appealhave appealed this ruling. In the event the sublimit is ultimately applied to our claim, the claims adjustment process will require determination of the actual amount of our loss and the portion caused by wind which is not subject to any sublimit.

        We have filed property insurance claims, including business interruption, with our insurers. We have an insurance receivable of $12.2$4.0 million at December 31, 2007,2008, which reflects part of our claim for business interruption and the destroyed assets. The receivable is net of $26.5$34.7 million in payments received from our insurance carriers. Subsequent toSince December 31, 2007,2008, we received a $1.0$1.6 million paymentin additional payments from our insurance carriers and received additional payments of approximately $6.0 million related to a notification from our insurance companies' adjuster that we would receive that amount as an advance payment of the actual cash value of losses incurred for wind damage.carriers. We are entitled to replacement cost value of losses provided we spend the proceeds of the insurance receipts on new rides and attractions within a two year period at any of our domestic parks. Our receivable, net of 20082009 cash receipts, and the planned advance payment for wind damage, totals $5.2$2.4 million, which we, at a minimum, expect to recover from resolution of the wind damage claim, including the difference between replacement cost and the actual cash value of wind losses and business interruption and administrative claims. We cannot estimate at this time when, or if,do not intend to operate a theme park on the park will be backsite that was damaged by Hurricane Katrina. Pursuant to our lease of the property from the City of New Orleans, we are obligated to re-invest in operation. We are contractually committed to rebuilding the park, but onlysite to the extent of insurance proceeds received including proceeds coveringfor property damages. However, in such event, we would have the damage touse of such re-investment assets as well as all other leased property for the lessor's assets. We cannot be certain that our current estimatesterm of the extentlease. We are in discussions with the City of New Orleans with regard to cancellation of the damage are correct.lease.

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Description of Parks

        The following chart summarizes key business information about our parks.

Name of Park and Location		Description		Designated Market Area and Rank*		Population Within Radius from Park Location		External Park Competition/Location/Approximate Distance
Six Flags America Largo, MD		523 acres—combination theme and water park and approximately 300 acres of developable land		Washington, D.C. (9) and Baltimore (24)		7.0 million – 50 miles 11.7 million – 100 miles		Kings Dominion/Doswell, VA (near Richmond)/120 miles Hershey Park/Hershey, PA/125 miles Busch Gardens/Williamsburg, VA/175 miles
Six Flags Discovery Kingdom Vallejo, CA		138 acres—theme park plus marine and land animal exhibits		San Francisco/Oakland (6) and Sacramento (20)		5.5 million – 50 miles 10.2 million – 100 miles		Aquarium of the Bay at Pier 39/San Francisco, CA/30 miles Academy of Science Center/San Francisco, CA/30 miles California Great America/Santa Clara, CA/60 miles Gilroy Gardens/Gilroy, CA/100 miles Outer Bay at Monterey Bay Aquarium/ Monterey, CA/130 miles
Six Flags Fiesta Texas San Antonio, TX		224 acres—combination theme and water park		San Antonio (37)		2.1 million – 50 miles 3.7 million – 100 miles		Sea World of Texas/San Antonio, TX Schlitterbahn/New Braunfels, TX/33 miles
Six Flags Great Adventure/ Six Flags Hurricane Harbor/ Six Flags Wild Safari Jackson, NJ		2,200 acres—separately gated theme park, water park and drive-through safari and approximately 700 acres of developable land		New York City (1) and Philadelphia (4)		13.7 million – 50 miles 27.2 million – 100 miles		Hershey Park/Hershey, PA/150 miles Dorney Park/Allentown, PA/75 miles
Six Flags Great America Gurnee, IL		304 acres—combination theme and water park and approximately 20 acres of developable land		Chicago (3) and Milwaukee (35)		8.5 million – 50 miles 13.1 million – 100 miles		Kings Island/Cincinnati, OH/350 miles Cedar Point/Sandusky, OH/340 miles Wisconsin Dells Area (several water parks)/170 miles




Six Flags AmericaTable of Contents

        Six Flags America is a combination theme and water park located in Largo, Maryland (approximately 15 miles eastTable of Washington, D.C. and 30 miles southwest of Baltimore, Maryland). 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 of approximately 7.5 million people within 50 miles and 12.7 million people within 100 miles. Contents

*

Based on a 20062008 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.

        Six Flags America is located on a site of 523 acres, with 131 acres currently used for park operations.(1) Approximately 300 acres of the balance of the site are available for future development, as well as the potential to develop complementary operations. We may also determine to dispose of some of the additional acreage not necessary for the park's operations.

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(1)

Acreage figures for park operations as used in this section captioned "Description of Parks" include land used for parking, support facilities and other ancillary uses.Research.

        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 Discovery Kingdom

        Six Flags Discovery Kingdom (formerly Six Flags Marine World) features rides, marine mammals and land animals and 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 of approximately 5.7 million people within 50 miles and approximately 10.9 million people within 100 miles. The San Francisco/Oakland and Sacramento areas are the number 5 and number 18 DMAs in the United States, respectively. Prior to July 2007, we operated the park in a partnership with the City of Vallejo. In July 2007, we purchased all of the City of Vallejo's interest in the park for approximately $52.8 million.

        Six Flags Discovery Kingdom is located on approximately 137 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 Discovery Kingdom's principal competitors are Aquarium of the Bay at Pier 39 in San Francisco, Great America in Santa Clara, Gilroy Gardens in Gilroy and Outer Bay at Monterey Bay Aquarium. These attractions are located approximately 30, 60, 100 and 130 miles from Six Flags Discovery Kingdom, respectively.

Six Flags Fiesta Texas

        Six Flags Fiesta Texas is a combination theme and water park located on approximately 216 acres in San Antonio, Texas. The San Antonio, Texas market provides the park with a permanent resident population of approximately 2.1 million people within 50 miles and approximately 3.7 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 Schlitterbahn, a water park located in New Braunfels, Texas (approximately 33 miles from the park) and Six Flags Over Texas, located in Arlington, Texas (approximately 285 miles from the park).

Six Flags Great Adventure, Six Flags Hurricane Harbor and Six Flags Wild Safari

        Six Flags Great Adventure, the separately gated adjacent Six Flags Hurricane Harbor, and Six Flags Wild Safari are each located in Jackson, New Jersey, approximately 70 miles south of New York City and 50 miles northeast of Philadelphia. The New York and Philadelphia markets provide the parks with a permanent resident population of approximately 13.9 million people within 50 miles and approximately 28.2 million people within 100 miles. The New York and Philadelphia markets are the number 1 and number 4 DMAs in the United States, respectively.

        These parks are located on a site of approximately 2,200 acres, of which approximately 635 acres are currently used for park operations. Approximately 700 acres of the balance of the site are available for future development. The animal park is home to over 1,200 animals representing more than 55 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.

Six Flags Great America

        Six Flags Great America is a combination theme and water park, 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 8.8 million people within 50 miles and approximately 13.7 million people within 100 miles. The Chicago and Milwaukee markets are the number 3 and number 34 DMAs in the United States, respectively.

        Six Flags Great America is located on a site of approximately 304 acres of which approximately 234 acres are used for the park operations and approximately 35 acres are available for future development. A substantial portion of the unused acres is unsuitable for development. 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, our park located outside St. Louis, Missouri, approximately 320 miles from the park. The water park competes with numerous water parks in the Wisconsin Dells area, approximately 170 miles from the park.

Six Flags Kentucky Kingdom

        Six Flags Kentucky Kingdom is a combination theme and water park, located on approximately 58 acres 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 us. 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 4.8 million people within 100 miles. The Louisville and Lexington markets are the number 49 and number 65 DMAs in the United States.

        Six Flags Kentucky Kingdom's significant direct competitors are Kings Island, located near Cincinnati, Ohio, approximately 130 miles from the park and Holiday World located in Santa Claus, Indiana, approximately 75 miles from the park.

Six Flags Magic Mountain and Six Flags Hurricane Harbor

        Six Flags Magic Mountain, and the separately gated adjacent Six Flags Hurricane Harbor are located in Valencia, California, 30 miles north of Los Angeles. The Los Angeles, California market provides the parks with a permanent resident population of approximately 10.6 million people within 50 miles and approximately 17.7 million people within 100 miles. The Los Angeles market is the number 2 DMA in the United States.

        The parks are located on a site of approximately 260 acres. Six Flags Magic Mountain's principal competitors include Disneyland and Disney's California Adventure, each 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 from the park.

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

Six Flags Mexico

        In May 1999, we acquired Reino Aventura, the largest paid admission theme park in Mexico, which was rebranded as Six Flags Mexico in 2000. The park first opened in 1982 and is located on approximately 107 acres in Mexico City, which we occupy on a long-term basis pursuant to a concession agreement with the Federal DistrictTable of Mexico.

        The park's primary market includes Mexico City, Cuernavaca, Puebla and Toluca. This market provides the park with a permanent resident population of approximately 25 million people within 50 miles of the park and approximately 35 million people within 100 miles of the park. Six Flags Mexico's principal competitors are the Mexico City Zoo and Chapultepec, an amusement park located in Mexico City.

Six Flags New EnglandContents

        Six Flags New England is a combination theme and water park, located off Interstate 91 near Springfield, Massachusetts, approximately 90 miles west of Boston. The primary market for Six Flags New England 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 3.2 million people within 50 miles and 15.6 million people within 100 miles. Springfield, Providence, Hartford/New Haven and Boston are the number 107, number 49, number 28 and number 7 DMAs in the United States, respectively. Six Flags New England is comprised of approximately 244 acres, with approximately 126 acres currently used for park operations. A substantial portion of the excess land is not suitable for development due to wetlands and other restrictions.

        Six Flags New England's significant direct 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, our park located in Lake George, New York, approximately 150 miles from Six Flags New England.

Six Flags New Orleans

        Six Flags New Orleans, a theme park located in New Orleans, Louisiana, was extensively damaged by Hurricane Katrina, has not opened since that storm and will not open during the 2008 season. The facility is located on approximately 140 acres. We lease, on a long-term basis, the land on which the park is located together with most of the rides and attractions existing at the park. We also own a separate 86 acre parcel. See "Recent Developments—Six Flags New Orleans."

Six Flags Over Georgia and Six Flags White Water Atlanta

        Six Flags Over Georgia is located on approximately 283 acres, 20 miles outside of Atlanta, Georgia. The Atlanta, Georgia market provides the park with a permanent resident population of approximately 5.1 million people within 50 miles and approximately 8.2 million people within 100 miles. The Atlanta market is the number 9 DMA in the United States.

        In May 1999, the partnership that owns Six Flags Over Georgia purchased White Water Atlanta, a water park and related entertainment park located approximately 20 miles from the theme park. Six Flags White Water Atlanta is located on approximately 69 acres. Approximately 12 acres remain undeveloped.

        Six Flags Over Georgia's primary competitors include the Georgia Aquarium located in Atlanta, Georgia, Carowinds in Charlotte, North Carolina, located approximately 250 miles from the park, Alabama Adventure in Birmingham, Alabama, located approximately 160 miles from the park, Dollywood in Pigeon Forge, Tennessee, located approximately 200 miles from the park and Wild Adventures in Valdosta, Georgia, located approximately 240 miles from the park. Six Flags White Water's primary competitors include Sun Valley Beach in Powder Springs, Georgia, Atlanta Beach in Jonesboro, Georgia,

Lake Lanier Islands Resort in Lake Lanier Islands, Georgia and Dollywood's Splash Country in Pigeon Forge, Tennessee. These competitors are located approximately 15, 40, 45 and 250 miles away from the water park, respectively. The Georgia Limited Partner owns the theme park site of approximately 283 acres, including approximately 50 acres of usable, undeveloped land, all of which is leased to Six Flags Over Georgia II, L.P. (the "Georgia Partnership").

        Partnership Structure.    The Georgia park is owned (excluding real property) by the Georgia Partnership of which our wholly-owned subsidiary is the 1% managing general partner. The 99% limited partner (the "Georgia Limited Partner") is unaffiliated with us except that we own approximately 26% of the limited partnership units in the Georgia Limited Partner. We purchased approximately 25% of the units in a tender offer in 1997 at an aggregate price of $62.7 million. The Georgia partnership arrangements expire in 2027. See "Business—Partnership Park Arrangements" for a more detailed discussion of our obligations under these arrangements.

Six Flags Over Texas and Six Flags Hurricane Harbor

        Six Flags Over Texas and the separately gated Six Flags Hurricane Harbor are located across Interstate 30 from each other in Arlington, Texas, between Dallas and Fort Worth, Texas. The Dallas/Fort Worth market provides the parks with a permanent resident population of approximately 6.0 million people within 50 miles and approximately 7.1 million people within 100 miles. The Dallas/Fort Worth market is the number 7 DMA in the United States.

        Six Flags Over Texas' principal competitors include Sea World of Texas and our Six Flags Fiesta Texas park, both located in San Antonio, Texas, approximately 285 miles from the park. Six Flags Hurricane Harbor's primary competitors are NRH2O Waterpark in Richland Hills, Texas, The Great Wolf Lodge in Grapevine, Texas and Hawaiian Falls Waterpark, scheduled to open in May 2008 in Mansfield, Texas. The Texas Limited Partner (as defined below) owns a site of approximately 217 acres of which 187 acres are used for the theme park. The 217 acres are leased to Texas Flags, Ltd. (the "Texas Partnership"). In addition, we own directly approximately 47 acres, of which approximately 45 acres are currently used for Hurricane Harbor and 2 acres remain undeveloped.

        Partnership Structure.    Six Flags Over Texas is owned (excluding real property) by the Texas Partnership, a limited partnership of which the 1% managing general partner is our wholly-owned subsidiary. The 99% limited partner (the "Texas Limited Partner") is unaffiliated with us except that we own approximately 38% of the limited partnership units in the Texas Limited Partner. We purchased approximately 33% of the units in a tender offer in 1998 at an aggregate price of $126.2 million. Six Flags Hurricane Harbor is 100% owned by us and is not included in these partnership arrangements. The Texas partnership arrangements expire in 2028. See "Business—Partnership Park Arrangements" for a more detailed discussion of our obligations under these arrangements.

Six Flags St. Louis

        Six Flags St. Louis 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 2.7 million people within 50 miles and approximately 3.9 million people within 100 miles. The St. Louis market is the number 21 DMA in the United States.

        We own a site of approximately 497 acres of which approximately 224 acres are used for park operations and approximately 245 acres are available for future development. 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, our park located near Chicago, Illinois, approximately 320 miles from the park.

La Ronde

        La Ronde, a theme park located in the City of Montreal, is located on the 146 acre site of the 1967 Montreal Worlds Fair. Montreal has a metropolitan population of approximately 3.7 million and is a major tourist destination. This market provides the park with a permanent resident population of approximately 4.3 million people within 50 miles of the park and 5.8 million people within 100 miles. The park's competitors are the Quebec City Water Park, our park at Lake George, The Great Escape, and Canada's Wonderland, approximately 130, 170 miles and 370 miles respectively from La Ronde.

The Great Escape and Six Flags Great Escape Lodge & Indoor Waterpark

        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 of approximately 1.1 million people within 50 miles of the park and 3.1 million people within 100 miles. According to information released by local governmental agencies, more than 7.9 million tourists visited Warren County, which includes the Lake George area, in 2006. The Albany market is the number 55 DMA in the United States.

        In February 2006, the Six Flags Great Escape Lodge & Indoor Waterpark, which is located across from The Great Escape & Splashwater Kingdom, opened. In addition to a 200 suite hotel, the facility features a 38,000-square foot indoor water park. The facility is owned by a joint venture in which we hold an approximate 41% interest. We also manage the facility for a management fee equal to 3% of the hotel's gross receipts and receive a guaranteed payment equal to 2% of the hotel's gross receipts for certain other services. We have issued a limited guarantee of the payment of a $33.0 million term loan incurred by the joint venture, which becomes operative under certain limited circumstances, including the filing by the joint venture of voluntary bankruptcy. See "Management's Discussion and Analysis of Financial Condition and Results of Operation—Liquidity, Capital Commitments and Resources—Off-balance sheet arrangements and aggregate contractual obligations."

        The Great Escape is located on a site of approximately 345 acres, with approximately 132 acres currently used for park operations. Approximately 27 undeveloped acres are suitable for park expansion. The Great Escape's primary direct competitor is Six Flags New England, our park located near Springfield, Massachusetts, approximately 150 miles from The Great Escape. In addition, there is a smaller water park located in Lake George.

Partnership Park Arrangements

        In connection with our 1998 acquisition of the former Six Flags, we guaranteed certain obligations relating to Six Flags Over Georgia and Six Flags Over Texas (the "Partnership Parks"). These obligations continue until 2027, in the case of the Georgia park, and 2028, in the case of the Texas park. Among such obligations are (i) minimum annual distributions (including rent) of approximately $60.6$60.7 million in 20082009 (subject to cost of living adjustments in subsequent years) to partners in these two Partnerships Parks (of which we will be entitled to receive in 20082009 approximately $19.9$20.0 million based on our present ownership of approximately 26% of the Georgia Limited Partner and approximately 38% of the Texas Limited Partner at December 31, 2007)2008), (ii) minimum capital expenditures at each park during rolling five-year periods based generally on 6% of park revenues, and (iii) an annual offer to purchase a maximum number of 5% per year (accumulating to the extent not purchased in any given year) of limited partnership units at the Specified Prices described below.

        After payment of the minimum distribution, we are entitled to a management fee equal to 3% of prior year gross revenues and, thereafter, any additional cash will be distributed 95% to us, in the case of the Georgia park, and 92.5% to us, in the case of the Texas park.

        The purchase price for the annual offer to purchase a maximum number of 5% per year of limited partnership units in the Partnership Parks is based on the greater of (i) a total equity value of $250.0 million (in the case of Georgia) and $374.8 million (in the case of Texas) or (ii) a value derived by multiplying the weighted-average four year EBITDA of the park by 8.0 (in the case of the Georgia park) and 8.5 (in the case of the Texas park) (the "Specified Prices"). As of December 31, 2007,2008, we owned approximately 26% and 38% of the Georgia Limited Partner units and Texas Limited Partner units, respectively. The remaining redeemable units of approximately 74% and 62% of the Georgia Limited Partner and Texas Limited Partner, respectively, represent an ultimate redemption value for the limited partnership units of approximately $415.3 million.$414.4 million at December 31, 2008. In 2027 and 2028, we will have the option to purchase all remaining units in the Georgia Limited Partner and the Texas Limited Partner, respectively, at a price based on the Specified Prices set forth above, increased by a cost of living adjustment. Since only an immaterial number of units have been tendered in the annual offerings to purchase since 1998, the maximum number of units that we could be required to purchase for both parks in 20082009 would result in an aggregate payment by us of approximately $305.1 million.$335.2 million, representing 59% and 50% of the units of the Georgia Limited Partner and the Texas Limited Partner, respectively.

        In connection with our acquisition of the former Six Flags, we entered into a Subordinated Indemnity Agreement (the "Subordinated Indemnity Agreement") with certain Six Flags entities, Time Warner Inc. ("Time Warner") and an affiliate of Time Warner, pursuant to which, among other things, we transferred to Time Warner (which has guaranteed all of our obligations under the Partnership Park arrangements) record title to the corporations which own the entities that have purchased and will purchase limited partnership units of the Partnership Parks, and we received an assignment from Time Warner of all cash flow received on such limited partnership units, and we otherwise control such entities. Pursuant to the Subordinated Indemnity Agreement, we have deposited into escrow $12.7$15.2 million as a source of funds in the event Timer Warner Inc. is required to honor its guarantee. In addition, we issued preferred stock of the managing partner of the partnerships to Time Warner. In the event of a default by us under the Subordinated Indemnity Agreement or of our obligations to our partners in the Partnership Parks, these arrangements would permit Time Warner to take full control of both the entities that own limited partnership units and the managing partner. AfterIf we satisfy all such obligations, have been satisfied, Time Warner is required to retransfertransfer to us the entire equity interests of these entities. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Partnership Park Obligations" and Note 1213 to Notes to Consolidated Financial Statements.

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Marketing and Promotion

        We attract visitors through multi-media marketing and promotional programs for each of our parks. The national programs are designed to market and enhance the Six Flags brand name. In 2008, we plan to reduce marketing related expenses. The reduction reflects a higher level of online marketing, compared to radio, and a concentration of media spending in the spring and early summer season. Regional and local 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 changed each year to address new developments. Marketing programs are supervised by our Executive Vice President, Entertainment and Marketing, with the assistance of our senior management and advertising agencies.

        We also develop alliance, sponsorship and co-marketing relationships with well-known national, regional and local consumer goods companies and retailers to supplement our advertising efforts and to provide attendance incentives in the form of discounts and/or premiums. We also arrange for popular local radio and television programs to be filmed or broadcast live from our parks.

        Group sales and pre-sold tickets (excluding season passes) represented approximately 32%29% of aggregate attendance in the 20072008 season at our parks. Each park has a group sales and pre-sold ticket director and a sales staff dedicated to selling multiple group sales and pre-sold ticket programs through a variety of methods, including online promotions, direct mail, telemarketing and personal sales calls.

        Season pass sales establish an 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. During the 20072008 season, season pass attendance constituted approximately 28% of the total attendance at our parks.

        A significant portion of our attendance has historically been attributable to the sale of discount admission tickets. We offer discounts on season pass and multi-visit tickets, tickets for specific dates and tickets to affiliated groups such as businesses, schools and religious, fraternal and similar organizations.

        We also implement promotional programs as a means of targeting specific market segments and geographic locations not generally reached through group or retail sales efforts. The promotional programs utilize coupons, sweepstakes, reward incentives and rebates to attract additional visitors. These programs are implemented through online promotions, 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.ticket.

Licenses

        We have the exclusive right on a long-term basis to theme park usage of the Warner Bros. and DC Comics animated characters throughout the United States (except for the Las Vegas metropolitan area), Canada, Mexico and other countries. In particular, our license agreements entitle us to use, subject to customary approval rights of Warner Bros. and, in limited circumstances, approval rights of certain third parties, all animated, cartoon and comic book characters that Warner Bros. and DC Comics have the right to license, includingBatman, Superman, Bugs Bunny, Daffy Duck, Tweety Bird andYosemite Sam, and include the right to sell merchandise using the characters. In addition, certain Hanna-Barbera characters includingYogi Bear, Scooby-Doo andThe Flintstones are available for our use at certain of our theme parks. In addition to basic license fees ($3.0 million for Warner Bros. and $0.3 million for Hannah-Barbera and other licenses in 2007)2008), we are required to pay a royalty fee on merchandise manufactured by or for us and sold that uses the licensed characters. The royalty fee is generally equal to 12% of the final landed cost to Six Flags of the merchandise. Warner Bros. and Hanna-Barbera have the right to terminate their license agreements under certain circumstances, including if any persons involved in the movie or television industries obtain control of us or, in the case of Warner Bros., upon a default under the Subordinated Indemnity Agreement.

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        In connection with our investment in DCP, we obtained a license to use stills and clips from the DCP library, which includes the Golden Globes, the American Music Awards, the Academy of Country Music Awards, So You Think You Can Dance, American Bandstand and Dick Clark's New Year's Rockin' Eve, in our parks as well as for the promotion and advertising of our parks. In certain cases, our right to use these properties is subject to the consent of third parties with interests in such properties. The term of the license is for the longer of seven years or the date that we cease to hold 50% of our original investment in DCP.

Park Operations

        We currently operate in geographically diverse markets in North America. Each park is managed by a park president who reports to one of our threea regional vice presidents.president or senior vice president in our Park Strategy and Management Group. The park president is responsible for all operations and management of the individual park. 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 park president also directs a full-time, on-site management team. Each management team includes senior personnel responsible for operations and maintenance, in-park food, beverage, merchandising and games, marketing and promotion, sponsorships, human resources and finance. Finance directors at our parks report to the Senior Vice President, Finance and Chief Accounting Officer, and with their

support staff provide financial services to their respective parks and park management teams. Park management compensation structures are designed to provide financial incentives for individual park managers to execute our strategy and to maximize revenues and free cash flow.

        Our parks are generally open daily from Memorial Day through Labor Day. In addition, most of our parks are open during weekends prior to and following their daily seasons, often in conjunction with themed events (such as FrightFest®Fright Fest® and Holiday in the Park®). Due to their location, certain 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.

        See Note 1314 to Notes to Consolidated Financial Statements for information concerning revenues and long-lived assets by domestic and international categories.

Capital Improvements

        We regularly make capital investments for new rides and attractions at our parks. We purchase both new and used rides and attractions. In addition, we rotate rides among parks to provide fresh attractions. We believe that the selective introduction of new rides and attractions, including family entertainment attractions, is an important factor in promoting each of the parks in order to achieve market penetration and encourage longer visits, which lead to increased attendance and in-park spending. For example, our new entertainment initiativescapital additions for 20082009 include, among others, (i) building three coastersthe launch of a new attraction program featuring a new coaster themed after the new Batman movie "The Dark Knight"™, at Six Flags Mexico and a new wooden roller coaster themed after the Terminator Salvation™ movie at Six Flags Magic Mountain, (ii) addingthe addition of a Wiggles WorldsWorld at two parks including rides and attractions featuring the popular children's entertainers, The Wiggles, (iii) adding Thomas the Tank Engine attractions at two of our parks and (iv) expanding on our existing relationship with Tony Hawk by introducing Tony Hawk-themed family spinning coasters at two parks. Also, an additional coaster is planned for each of Six Flags Fiesta Texas, and Six Flags St. Louis, and we are(iii) substantially upgrading and relaunching the X CoasterSuperman Ride of Steel coaster at Six Flags Magic Mountain.New England and the floorless Medusa coaster at Six Flags Great Adventure and (iv) adding our exciting "Glow in the Park" closing parade at two additional parks.

        In addition, we generally make capital investments in the food, retail, games and other in-park areas to increase guest per capita guest spending. We also make annual enhancements in the theming and landscaping of our parks in order to provide a more complete family oriented entertainment

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experience. In 2007, we began a multi-year initiative to improve our information technology infrastructure.infrastructure, which will enhance our operational efficiencies. Capital expenditures are planned on an annual basis with most expenditures made during the off-season. Expenditures for materials and services associated with maintaining assets, such as painting and inspecting existing rides, are expensed as incurred and therefore are not included in capital expenditures.

Maintenance and Inspection

        Our 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. Our senior management and the individual park personnel 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. We have approximately 835819 full-time employees who devote substantially all of their time to maintaining the parks and their rides and attractions.

        In addition to our maintenance and inspection procedures, third party consultants are retained by us or our insurance carriers to perform an annual inspection of each park and all attractions and related maintenance procedures. The results of these inspections are reported in written evaluation and inspection reports, as well as written suggestions on various aspects of park operations. In certain states, state

inspectors also conduct annual ride inspections before the beginning of each season. Other portions of each park are subject to inspections by local fire marshals and health and building department officials. Furthermore, we use Ellis & Associates as water safety consultants at our parks in order to train life guards and audit safety procedures.

Insurance

        We maintain insurance of the type and in amounts that we believe are commercially reasonable and that are available to businesses in our industry. We maintain multi-layered general liability policies that provide for excess liability coverage of up to $100.0 million per occurrence. For incidents arising after November 15, 2003 at our U.S. parks, our self-insured retention is $2.5 million per occurrence. For incidents at those parks during the twelve months prior to that date, the retention is $2.0 million per occurrence. For incidents during the twelve months ended November 15, 2002, the retention is $1.0 million per occurrence. Retention levels for our international parks are nominal. Our self-insured retention after November 15, 2003 is $0.75 million for workers compensation claims ($0.5 million for the two prior years). Our general liability policies cover the cost of punitive damages only in certain jurisdictions in which a claim occurs. For most incidents prior to November 15, 2001, our policies did not provide for a self-insured retention. We also maintain fire and extended coverage, workers' compensation, business interruption, terrorism and other forms of insurance typical to businesses in this industry. The fire and extended coverage policies insure our real and personal properties (other than land) against physical damage resulting from a variety of hazards.

Competition

        Our 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, our 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. See "Risk Factors". Within each park's regional market area, the principal factors affecting direct theme park competition

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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.

Seasonality

        Our operations are highly seasonal, with approximately 85%80% of park attendance and revenues occurring in the second and third calendar quarters of each year, andwith the most activesignificant period falling between Memorial Day and Labor Day.

Environmental and Other RegulationRegulations

        Our operations are subject to federal, state and local environmental laws and regulations including laws and regulations governing water and sewer discharges, air emissions, soil and groundwater contamination, the maintenance of underground and above-ground storage tanks and the disposal of waste and hazardous materials. In addition, our 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 each park. Finally, certain of our facilities are subject to laws and regulations relating to the care of animals. We believe that we are in substantial compliance with applicable environmental and other laws and regulations and, although no assurance can be given, we do not foresee the need for any significant expenditures in this area in the near future.

        Portions of the undeveloped areas at certain of our parks are classified as wetlands. Accordingly, we may need to obtain governmental permits and other approvals prior to conducting development activities that affect these areas, and future development may be prohibited in some or all of these areas. Additionally, the presence of wetlands in portions of our undeveloped land could adversely affect our ability to dispose of such land and/or the price we receive in any such disposition.

Employees

        At March 1, 2008,2009, we employed approximately 2,0942,040 full-time employees, and we employed approximately 27,50028,500 seasonal employees during the 20072008 operating season. In this regard, we compete with other local employers for qualified students and other candidates on a season-by-season basis. As part of the seasonal employment program, we employ a significant number of teenagers, which subjects us to child labor laws.

        Approximately 16.5%16.2% of our full-time and approximately 11.1%13.0% of our seasonal employees are subject to labor agreements with local chapters of national unions. These labor agreements expire in January 2012 (Six Flags Over Texas, Six Flags St. Louis and one union at Six Flags Great Adventure), December 2011 (Six Flags Magic Mountain and the other union at Six Flags Great Adventure) and December 2010 (Six Flags Over Georgia), December 2008 (Six Flags Great Adventure and Six Flags Magic Mountain) and January 2009 (Six Flags Over Texas and Six Flags St. Louis). The labor agreements for La Ronde expiredexpire in various years ranging from December 2006 and2010 through December 2007 and each is currently being renegotiated.2012. Other than a strike at La Ronde involving five employees which was settled in January 2004, and recognitional picketing at Six Flags New England in February 2005 by 11 employees, in anticipation of an election held in 2005 involving up to approximately 45 employees, we have not experienced any strikes or work stoppages by our employees. In that election, the employees voted not to unionize. We consider our employee relations to be good.

Available Information

        Copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge through our website atwww.sixflags.comwww.sixflags.com.. References to our website in this Annual Report on Form 10-K are provided as a convenience and do not constitute an incorporation by reference of the information contained on, or accessible through, the website. Therefore, such information should not be considered part of this Annual Report on Form 10-K. These reports, and any amendments to these reports, are made available

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on our website as soon as reasonably practicable after we electronically file such reports with, or furnish them to, the Securities and Exchange Commission. Copies are also available, without charge, by sending a written request to Six Flags, Inc., 1540 Broadway, New York, NY 10036, Attn: Secretary.

        Our website,www.sixflags.com, also includes items related to corporate governance matters including the charters of our Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee, our Corporate Governance Principles, our Code of Business Conduct and our Code of Ethics for Senior Financial Management. Copies of these materials are also available, without charge, by sending a written request to Six Flags, Inc., 1540 Broadway, New York, NY 10036, Attn: Secretary.

        On June 18, 2007,13, 2008, our President and Chief Executive Officer certified to the New York Stock Exchange that he was not aware of any violation by us of the New York Stock Exchange's corporate governance listing standards. The certifications of our Chief Executive Officer and Chief Financial Officer required by the Sarbanes-Oxley Act of 2002 are filed as Exhibits 31.1, 31.2, 32.1 and 32.2 to this Annual Report on Form 10-K.

Executive Officers

Name		Age as of March 1, 20082009			Position
Mark Shapiro		(38)	(39	)	President, Chief Executive Officer and a director since December 2005; from September 2002 through October 2005, he served as the Executive Vice President, Programming and Production of ESPN, Inc. ("ESPN"); he served as Senior Vice President and General Manager, Programming at ESPN from July 2001 to September 2002; prior to July 2001, he was Vice President and General Manager of ESPN Classic and ESPN Original Entertainment. Mr. Shapiro is also a board member and compensation committee member for Live Nation, Inc. (NYSE: LYV)
Jeffrey R. Speed		(45)	(46	)	Executive Vice President, Chief Financial Officer since April 2006; prior to that, he served as Senior Vice President and Chief Financial Officer of Euro Disney S.A.S. since 2003; from 1999 to 2003, he served as Vice President Corporate Finance and Assistant Treasurer for The Walt Disney Company. Mr. Speed is also a board member and audit committee member for World Wrestling Entertainment, Inc. (NYSE: WWE)
Michael Antinoro		(43)	(44	)	Executive Vice President, Entertainment and Marketing since December 2005; prior to that, he served as Executive Producer of ESPN Original Entertainment from January 2003 to November 2005; prior to that position he served as Senior Coordinating Producer of ESPN Original Entertainment from February 2001 to December 2002; prior to that, he was Senior Vice President ofHoopsTV.com. HoopsTV.com.

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Name		Age as of March 1, 2009			Position
Kyle Bradshaw		(44)	(45	)	Senior Vice President, Finance and Chief Accounting Officer since September 2006; prior to that, he had served as Vice President and Chief Accounting Officer of Euro Disney S.A.S. since 2003; prior to that, he served as Vice President Corporate Controllership for The Walt Disney Company since 2000.
James M. Coughlin		(56)	(57	)	General Counsel since May 1998; partner, Baer Marks & Upham LLP, from 1991 to 1998.
Walter S. Hawrylak		(60)	(61	)	Senior Vice President of Administration since June 2002; Secretary since June 2001; Vice President of Administration since June 2000; prior to that he served as our Director of Administration since September 1999; served as Executive Vice President and Chief Financial Officer of Entercitement from May 1997 to September 1999.

Mark Quenzel		(51)	(52	)	Executive Vice President, Park Strategy and Management since December 2005; prior to that, he served as Senior Vice President, Programming and Production at ESPN from 1999 to 2005; prior to that he served in various capacities at ESPN since 1991.
Andrew M. Schleimer		(30)	(31	)	Executive Vice President, Strategic Development & In-Park Services since February 2008; Executive Vice President, In-Park Services since January 2006; prior to that, he served in various capacities at UBS Securities LLC from June 2000 through January 2006, most recently as a Director in the mergers and acquisitions group.

        Each of the above executive officers has been elected to serve in the position indicated until the next annual meeting of directors which will follow the annual meeting of our stockholders to be held in May 2008.June 2009. We have entered into employment agreements with each of the above executive officers.

ITEM 1A.    RISK FACTORS

        Set forth below are the principal risks that we believe are material to our business and should be considered by our security holders. We operate in a continually changing business environment and, therefore, new risks emerge from time to time. This section contains some forward-looking statements. For an explanation of the qualifications and limitations on forward-looking statements, see "Cautionary Note Regarding Forward-Looking Statements."

FACTORS IMPACTING ATTENDANCE—         WE HAVE A HISTORY OF NET LOSSES, AN ACCUMULATED STOCKHOLDERS' DEFICIT AND PENDING OBLIGATIONS FOR WHICH WE DO NOT CURRENTLY HAVE SUFFICIENT LIQUIDITY. ACCORDINGLY, WE HAVE STATED IN OUR FINANCIAL STATEMENTS INCLUDED HEREIN THAT THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN UNLESS A SUCCESSFUL RESTRUCTURING OCCURS.

        We have had a history of net losses. Our net losses are principally attributable to insufficient revenue to cover our relatively high percentage of fixed costs, including the interest costs on our debt

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and our depreciation expense. We also have an accumulated stockholders' deficit of $443.8 million at December 31, 2008. Additionally, our Preferred Income Equity Redeemable Shares ("PIERS") are required to be redeemed in August 2009, at which time we will be required to redeem all of the PIERS for cash at 100% of the liquidation preference ($287.5 million), plus accrued and unpaid dividends ($31.3 million assuming dividends are accrued and not paid through the mandatory redemption date). Given the current negative conditions in the economy generally and the credit markets in particular, there is substantial uncertainty that we will be able to effect a refinancing of our debt on or prior to maturity or the PIERS prior to their mandatory redemption date on August 15, 2009.

        Our auditors, KPMG LLP, have also included an explanatory paragraph in their opinion on our consolidated financial statements that there is substantial doubt about our ability to continue as a going concern. See page F-4.

        If we are unable to refinance or restructure the PIERS at or prior to the mandatory redemption date, such failure would constitute a default under our Credit Facility, which would permit the lenders to accelerate the obligations thereunder. If the lenders were to accelerate the amounts due under the Credit Facility, a cross-default would also be triggered under our public debt indentures, which would likely result in most or all of our long-term debt becoming due and payable. In that event, we would be unable to fund these obligations. Such a circumstance could have a material adverse effect on our operations and the interests of our creditors and stockholders. Accordingly, we have stated in our financial statements included herein that there is substantial doubt about our ability to continue as a going concern unless a successful restructuring occurs.

        We are exploring a number of alternatives for the refinancing of our indebtedness and the PIERS, including a restructuring either in or out-of-court. We believe the consummation of a successful restructuring is critical to our continued viability. Any restructuring will likely be subject to a number of conditions, many of which will be outside of our control, including the agreement of our PIERS holders, creditors and other parties, and may limit our ability to utilize our net operating loss carry forwards if there is an ownership change, which is likely. We can make no assurances that any restructuring that we pursue will be successful, or what the terms thereof would be or what, if anything, our existing debt and equity holders would receive in any restructuring, which will depend on our enterprise value, although we believe that any restructuring would be highly dilutive to our existing equity holders and certain debt holders. In addition, we can make no assurances with respect to what the value of our debt and equity will be following the consummation of any restructuring.

        We may be compelled to seek an in-court solution in the form of a pre-packaged or pre-arranged filing under Title 11 of the United States Code, 11 U.S.C. §§ 101, et seq., as amended ("Chapter 11") if we are unable to successfully negotiate a timely out-of-court restructuring agreement with our PIERS holders, common stockholders and creditors. Such a court filing would likely occur prior to the maturity of the PIERS or well in advance of such date, if we were to conclude at such time that an out-of-court solution is not feasible or advantageous.

         A LONG AND PROTRACTED CHAPTER 11 PROCEEDING COULD DISRUPT OUR BUSINESS AND DIVERT THE ATTENTION OF OUR MANAGEMENT FROM OPERATION OF OUR BUSINESS AND IMPLEMENTATION OF OUR BUSINESS PLAN.

        While we expect to focus our efforts on a timely and efficient restructuring, either in the form of a timely out-of-court settlement with key creditors and certain other investors or a "pre-packaged" or "pre-arranged" Chapter 11 filing, in which we seek a quick resolution by having secured the agreement of key creditors in advance, a long and protracted Chapter 11 proceeding could still occur and could disrupt our business and divert the attention of our management from operation of our business and implementation of our business plan.

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        A pre-packaged or pre-arranged plan is usually designed to avoid material adverse impacts on business operations. Under a pre-packaged or pre-arranged plan, we would expect to meet substantially all, if not all, of our obligations to our licensors, vendors, suppliers, guests, sponsors and employees, and treat these parties essentially as though we had not filed. As with any judicial proceeding, there are risks of delay with the confirmation of the plan and there are risks of objections from certain stakeholders, including any lenders that vote to reject the plan, that could further delay the process and potentially cause a pre-packaged or pre-arranged plan to be rejected by the court. Any material delay in the confirmation of a Chapter 11 proceeding would not only add substantial expense and uncertainty to the process, but could adversely affect our operations during this period.

        If a pre-packaged or pre-arranged plan is unsuccessful, we would likely become subject to a "free fall" Chapter 11 proceeding, which could become a lengthy, costly and highly disruptive proceeding, and have a more pronounced adverse effect on our business than a filing made pursuant to a pre-packaged or pre-arranged plan. A "free fall" proceeding would likely involve contested issues with our multiple creditors, including our lessors, parties to supply contracts, parties to all of our license agreements and the numerous other contractual arrangements to which we are a party. Moreover, in such a proceeding, we do not believe that we would be able to obtain a replacement credit facility having terms as favorable as our current Credit Facility if we were required to obtain a replacement facility. A Chapter 11 filing that is not pre-packaged or pre-arranged could also cause critical members of our senior management team to pursue other opportunities following the expiration of their employment agreements with us. Most of our current employment agreements expire in late 2009 and early 2010 and new management agreements will likely be contingent upon the successful consummation of a restructuring plan. Moreover, a time consuming and disruptive Chapter 11 proceeding could have a negative impact on our cash flows due to a likely reduction in trade credit terms and increase the possibility of a decrease in customer attendance, including daily attendees to our parks and purchasers of advance and group tickets and season passes, all of whom could be concerned regarding our viability.

         A CHAPTER 11 FILING COULD HAVE OTHER ADVERSE CONSEQUENCES, EVEN IF PRE-PACKAGED OR PRE-ARRANGED.

        Any Chapter 11 filing, even in connection with a pre-packaged or pre-arranged plan, may have adverse effects on our business and operations. A Chapter 11 filing could create uncertainties about the future of our business, which could cause (i) suppliers to attempt to cancel our contracts or restrict ordinary credit terms, require financial assurances of performance or refrain entirely from shipping goods, (ii) employees to become distracted from performance of their duties or more easily attracted to other career opportunities, (iii) a reduction in sponsorship and international development revenues, and (iv) our guests to consider spending their discretionary dollars on other entertainment alternatives during the current economic crisis. There is also a risk that the threat or commencement of a Chapter 11 proceeding, in light of the deterioration in the U.S. economy, could cause investors in the Partnership Parks to "put" certain of their investments to us for repayment pursuant to the Partnership Parks agreements. Depending upon the extent of these puts, there is a risk that we could ultimately be required to forfeit the Partnership Parks to Time Warner, which has guaranteed our put obligations under the Partnership Parks agreements if we fail to meet such obligations. Additionally, even if it is not required to fund any puts, Time Warner could acquire our interests in the Partnership Parks if we otherwise default under our arrangements with them. Also, pursuant to our interest rate swap arrangements, a Chapter 11 filing could result in the acceleration of our payments thereunder, which depending upon then existing interest rates could result in a substantial payment to the counterparty. Some of these concerns and effects typically become more acute when a Chapter 11 proceeding continues for a protracted period without indication of how or when the proceeding may be completed.

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        In addition, if we file a pre-packaged or pre-arranged plan or a "free fall" Chapter 11 proceeding is commenced, there is a risk that our counterparties may object to our assumption of executory contracts (including our important licenses and intellectual property), and if those counterparties succeed, we would lose the benefits of these agreements. We believe that many of these contracts including, without limitation, our license agreements for the Warner Bros., DC Comics, Hanna-Barbara, The Wiggles and Thomas the Tank Engine and Friends characters, as well as our sponsorship agreements, are important to the operation of our parks and the customer experience at those parks, and that our international development agreements are important to the future growth and development of our brand.

         OUR HIGH LEVEL OF INDEBTEDNESS AND OTHER MONETARY OBLIGATIONS REQUIRE THAT A SIGNIFICANT PART OF OUR CASH FLOW BE USED TO PAY INTEREST AND FUND THESE OTHER OBLIGATIONS.

        We have a high level of debt. Our total indebtedness, as of December 31, 2008, was approximately $2.37 billion, plus approximately $302 million of PIERS including dividends in arrears. Based on estimated interest rates for floating-rate debt and after giving effect to applicable interest rate swaps we entered into in February 2008, and the debt exchange we effected in June 2008, annual cash interest payments for 2009 on (i) non-revolving credit debt outstanding at December 31, 2008 and (ii) anticipated levels of working capital revolving borrowings for the year will aggregate approximately $175 million net of cash interest expected to be received. In addition, the annual dividend requirements on our outstanding PIERS total approximately $20.8 million (we also have $20.8 million of dividends in arrears related to the decision of our Board of Directors not to declare and pay the second, third and fourth quarter dividends in 2008 and the first quarter dividend in 2009). See the contractual obligations chart on page 45. We are required to redeem for cash on August 15, 2009 all of our outstanding PIERS at 100% of the liquidation preference ($287.5 million), plus accrued and unpaid dividends ($31.3 million assuming dividends are accrued and not paid through the mandatory redemption date). See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity, Capital Commitments and Resources."

        In addition to making interest payments on debt and our obligations under the PIERS, we must satisfy the following obligations with respect to the Partnership Parks:

•

We must make annual distributions to our partners in the Partnership Parks, which will amount to approximately $60.7 million in 2009 (of which we will receive approximately $20.0 million in 2009 as a result of our ownership interest in the parks) with similar amounts (adjusted for changes in cost of living) payable in future years.



•

We must spend a minimum of approximately 6% of each park's annual revenues over specified periods for capital expenditures.



•

Each year we must offer to purchase a specified maximum number of partnership units from our partners in the Partnership Parks, which number accumulates to the extent units are not tendered. Since only an immaterial number of units have been tendered in the annual offerings to purchase, the maximum number of units that we could be required to purchase in 2009 would result in an aggregate payment by us of approximately $335.2 million. The annual incremental unit purchase obligation (without taking into account accumulation from prior years) aggregates approximately $31.1 million for both parks based on current purchase prices. As we purchase additional units, we are entitled to a proportionate increase in our share of the minimum annual distributions.

        We expect to use cash flow from the operations at the Partnership Parks to satisfy our annual distribution and capital expenditure obligations with respect to these parks before we use any of our other funds. The two partnerships generated approximately $37.9 million of aggregate net cash

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provided by operating activities after capital expenditures during 2008 (net of advances from the general partner). The obligations relating to Six Flags Over Georgia continue until 2027 and those relating to Six Flags Over Texas continue until 2028.

        Although we are contractually committed to make approximately CAD$13.4 million of capital and other expenditures at La Ronde no later than May 1, 2011, the vast majority of our capital expenditures in 2009 and beyond will be made on a discretionary basis, although such expenditures are important to the parks' ability to sustain and grow revenues. We spent $90.3 million on capital expenditures for all of our continuing operations in the 2008 calendar year (net of property insurance recoveries) and we plan on spending approximately $100 million on capital expenditures in 2009.

        Our high level of debt, stockholders' deficit and other obligations could have important negative consequences to us and investors in our securities. These include the following:

•

We may not be able to satisfy all of our obligations, including, but not limited to, our obligations under the instruments governing our outstanding debt, which would cause a cross-default or cross-acceleration on most of our other debt.



•

We could have difficulties obtaining necessary financing in the future for working capital, capital expenditures, debt service requirements, Partnership Park obligations, refinancings or other purposes.



•

We will have to use a significant part of our cash flow to make payments on our debt and to satisfy the other obligations set forth above, which may reduce the capital available for operations and expansion.



•

Adverse economic or industry conditions may have more of a negative impact on us.

        We cannot be sure that cash generated from our parks will be as high as we expect or that our expenses will not be higher than we expect. Because a large portion of our expenses are fixed in any given year, our operating cash flow margins are highly dependent on revenues, which are largely driven by attendance levels, in-park spending and sponsorship and licensing activity. A lower amount of cash generated from our parks or higher expenses than expected, when coupled with our significant debt obligations, could adversely affect our ability to fund our operations.

         RESTRICTIVE COVENANTS—OUR FINANCIAL AND OPERATING ACTIVITIES ARE LIMITED BY RESTRICTIONS CONTAINED IN THE TERMS OF OUR FINANCINGS.

        The terms of the instruments governing our indebtedness impose significant operating and financial restrictions on us. These restrictions may significantly limit or prohibit us from engaging in certain types of transactions, including the following:

•

incurring additional indebtedness;



•

creating liens on our assets;



•

paying dividends;



•

selling assets;



•

engaging in mergers or acquisitions; and



•

making investments.

        Further, under the Credit Facility, our principal direct wholly-owned subsidiary, Six Flags Operations, Inc., and its subsidiaries are required to comply in certain circumstances with a senior secured leverage ratio and a leverage ratio.

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        Although we are currently in compliance with all of these financial covenants and restrictions, events beyond our control, such as weather and economic, financial and industry conditions, may affect our ability to continue meeting these financial ratios. The need to comply with these financial covenants and restrictions could limit our ability to execute our strategy and expand our business or prevent us from borrowing more money when necessary.

        If we breach any of the covenants contained in the Credit Facility or the indentures governing our outstanding notes, the principal of and accrued interest on the applicable debt could become immediately due and payable. In addition, that default could constitute a cross-default under the instruments governing all of our other indebtedness. If a cross-default occurs, the maturity of almost all of our indebtedness could be accelerated and the debt become immediately due and payable. If that happens, we would not be able to satisfy our debt obligations, which would have a material adverse effect on our operations and the interests of our creditors and stockholders.

        We can make no assurances that we will be able to comply with these restrictions in the future or that our compliance would not cause us to forego opportunities that might otherwise be beneficial to us. We also cannot predict the types or severity of covenants that could accompany any new financing or restructuring of our existing obligations.

         THE GLOBAL FINANCIAL CRISIS AND RECESSION MAY HAVE AN ADVERSE IMPACT ON OUR BUSINESS AND FINANCIAL CONDITION THAT WE CURRENTLY CANNOT PREDICT.

        The global financial crisis and recession may have an adverse impact on our business and our financial condition. The current negative economic conditions affect our guests' levels of discretionary spending. A decrease in discretionary spending due to decreases in consumer confidence in the economy or us, a continued economic slowdown or further deterioration in the economy, could adversely affect the frequency with which our guests choose to visit our theme parks and the amount that our guests spend on our products when they visit. This could lead to a decrease in our revenues, operating income and cash flows.

        Additionally, the global financial crisis and recession could impact our ability to obtain supplies, services and credit as well as the ability of third parties to meet their obligations to us, including, for example, payment of claims by our insurance carriers and/or the funding of our line of credit by the participating lenders in the Credit Facility.

        While we believe that we have sufficient liquidity to operate until the mandatory redemption of the PIERS in August 2009, a significant decrease in revenues and cash flows due to the impact of our financial condition and the overall economy could result in us having an unanticipated cash shortfall, which could compel us to file under Chapter 11 before we have completed our efforts to obtain an out-of-court restructuring or a pre-packaged or pre-arranged plan under Chapter 11. Such a circumstance would likely cause a free fall Chapter 11 proceeding, which could have a material adverse effect on our business. See the above risk factor regarding the potential impact of a long and protracted Chapter 11 proceeding.

         CHANGES IN OUR CREDIT RATINGS MAY ADVERSELY AFFECT THE PRICE OF OUR COMMON STOCK AND NEGATIVELY IMPACT OUR ABILITY TO REFINANCE OUR REMAINING DEBT.

        Credit rating agencies continually review their ratings for the companies they follow, including us. In September 2008, Moody's Investors Service downgraded (i) our corporate family rating to "Caa2" from "Caa1," (ii) our probability of default to "Caa2" from "Caa1" and (iii) the debt rating of the Credit Facility to "B2" from "B1." In June 2008, Standard & Poor's Ratings Service reassigned our (i) corporate credit rating to "CCC+" and (ii) the debt rating of the Credit Facility to "B." Both rating agencies have placed our ratings on "negative outlook." A further negative change in our ratings or the

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perception that such a change could occur, which would be likely if we were to enter into a Chapter 11 proceeding, may further adversely affect the market price of our securities, including our common stock and public debt.

         VARIOUS FACTORS—LOCAL CONDITIONS, EVENTS, NATURAL DISASTERS, DISTURBANCES AND TERRORIST ACTIVITIES—CAN ADVERSELY IMPACT PARK ATTENDANCE.

        Lower attendance at our parks may be caused by various local conditions, events, weather or natural disasters. Furthermore, we believe that general economic conditions may also adversely impact attendance figures at our parks, in that a challenging economic environment can disproportionately affect our target audience of low to middle income consumers who generally have relatively limited amounts of discretionary income.

In addition, since some of our parks are near major urban areas and appeal to teenagers and young adults, there may be disturbances at one or more parks which negatively affect our image. This may result in a decrease in attendance at the affected parks. We work with local police authorities on security-related precautions to prevent these types of occurrences. We can make no assurance, however, that these precautions will be able to prevent any disturbances. We believe that our ownership of many parks in different geographic locations reduces the effects of these types of occurrences on our consolidated results.

        Our business and financial results were adversely impacted by the terrorist activities occurring in the United States on September 11, 2001. In addition, terroristTerrorist alerts and threats of future terrorist activities may continue to adversely affect attendance at our parks. We cannot predict what effect any further terrorist activities that may occur in the future may have on our business and results of operations.

WE HAVE A HISTORY OF NET LOSSES AND EXPECT TO CONTINUE TO EXPERIENCE NET LOSSES. CONSEQUENTLY, WE MAY NOT HAVE THE ABILITY TO IMPLEMENT OUR STRATEGY FOR ACHIEVING GROWTH AND OTHERWISE FINANCE FUTURE OPERATIONS.

        We have had a history of net losses and expect to continue to report net losses for the next several years. Our net losses are principally attributable to insufficient revenue to cover our relatively high percentage of fixed costs, including the interest costs on our debt and our depreciation expense. We expect that these expenses will remain significant. We reported net losses of $61.7 million, $464.8 million (which included a $287.9 million loss from discontinued operations), $110.9 million (which included a $2.1 million, loss from discontinued operations), $305.6 million (which included a $97.6 million, loss from discontinued operations), and $253.2 million (which included a $9.1 million loss from discontinued operations) for the years ended December 31, 2003, 2004, 2005, 2006, and 2007, respectively. Continued losses could reduce our cash available from operations to service our indebtedness, as well as limit our ability to implement our operating strategy and otherwise finance our operations in the future.

IMPLEMENTATION OF A NEW OPERATIONAL PLAN—A CHANGE IN OUR STRATEGY MAY ADVERSELY IMPACT OUR OPERATIONS.

        Our new management team is implementing a new operational plan. It may take management a significant amount of time to fully implement its new plan. If our new operational plan is not successful or if we are unable to execute it, there could be a material adverse effect on our business, financial condition and results of operations. Additionally, our operating results and financial condition were adversely affected in 2006 and 2007 and may continue to be adversely affected, even if the plan is ultimately fully implemented and is successful.

NEW EXECUTIVE OFFICERS/BOARD OF DIRECTORS—OUR NEW MANAGEMENT DOES NOT HAVE PROVEN SUCCESS WITH SIX FLAGS.

        A substantial number of our senior management team, including our Chief Executive Officer, and all but one of our directors have been in place only from and after December 2005. They do not have previous experience with us or the theme park industry, and we cannot assure you that they will fully integrate themselves into our business or that they will effectively manage our business affairs. Our failure to assimilate the new members of management or the directors, the failure of the new members of management or the directors to perform effectively or the loss of any of the new members of management or directors could have a material adverse effect on our business, financial condition and results of operations.

RISK OF ACCIDENTS—THERE IS A RISK OF ACCIDENTS OCCURRING AT OUR PARKS OR COMPETING PARKS WHICH MAY REDUCE ATTENDANCE AND NEGATIVELY IMPACT OUR OPERATIONS.

        Almost all of our parks feature "thrill rides." While we carefully maintain the safety of our rides, there are inherent risks involved with these attractions. An accident or an injury (including water-borne illnesses on water rides) at any of our parks or at parks operated by our competitors, particularly accidents or injuries that attract media attention, may reduce attendance at our parks, causing a decrease in revenues. For example, in June 2007, a young girl was severely injured at Six Flags Kentucky Kingdom. We believe that incident, which attracted national media coverage, contributed to a decline in attendance at both Six Flags Kentucky Kingdom and our other parks and, as a result, adversely impacted performance at both that park and our other parks during the 2007 operating season.

        We maintain insurance of the type and in amounts that we believe are commercially reasonable and that are available to businesses in our industry. We maintain multi-layered general liability policies that provide for excess liability coverage of up to $100.0 million per occurrence. For incidents occurring at our

domestic parks after November 15, 2003, our self-insured retention is $2.5 million per occurrence. For incidents at those parks during the twelve months prior to that date, the retention is $2.0 million per occurrence. For incidents during the twelve months ended November 15, 2002, the retention is $1.0 million per occurrence. For most prior incidents, our policies did not provide for a self-insured retention. The self-insured retention relating to our international parks is nominal with respect to all applicable periods. Our general liability policies cover the cost of punitive damages only in certain jurisdictions in which a claim occurs. Our current insurance policies expire on December 31, 2008.2009. We cannot predict the level of the premiums that we may be required to pay for subsequent insurance coverage, the level of any self-insurance retention applicable thereto, the level of aggregate coverage available or the availability of coverage for specific risks.

ADVERSE WEATHER CONDITIONS—BAD WEATHER CAN ADVERSELY IMPACT ATTENDANCE AT OUR PARKS.

        Because most of the attractions at our theme parks are outdoors, attendance at our parks is adversely affected by bad weather and forecasts of bad weather. The effects of bad weather on attendance can be more pronounced at our water parks. Bad weather and forecasts of bad or mixed weather conditions can reduce the number of people who come to our parks, which negatively affects our revenues. Although we believe that our ownership of many parks in different geographic locations

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reduces the effect that adverse weather can have on our consolidated results, we believe that our operating results in certain years were adversely affected by abnormally hot, cold and/or wet weather in a number of our major U.S. markets. In addition, since a number of our parks are geographically concentrated in the eastern portion of the United States, a weather pattern that affects that area could adversely affect a number of our parks. Also, bad weather and forecasts of bad weather on weekend days have greater negative impact than on weekdays because weekend days are typically peak days for attendance at our parks.

SEASONALITY—OUR OPERATIONS ARE SEASONAL.

        Our operations are seasonal. Approximately 85%83% of our annual park attendance and revenue occurs during the second and third calendar quarters of each year. As a result, when conditions or events described in the above risk factors occur during the operating season, particularly during the peak season of July and August, there is only a limited period of time during which the impact of those conditions or events can be mitigated. Accordingly, such conditions or events may have a disproportionately adverse effect on our revenues and cash flow. In addition, most of our expenses for maintenance and costs of adding new attractions are incurred when the parks are closed in the mid to late autumn and winter months. For this reason, a sequential quarter to quarter comparison is not a good indication of our performance or of how we will perform in the future.

        Due to the seasonal nature of our business, we are largely dependent upon our revolving facilities totaling $275.0 million to fund off-season expenses. Our ability to borrow under the revolving facilities is dependent upon compliance with certain conditions, including a senior secured leverage ratio and the absence of any material adverse change in our business or financial condition. If we were to become unable to borrow under the revolving facilities, we would likely be unable to pay in full our off-season obligations and may be unable to meet our repurchase obligations (if any) with respect to repurchases of partnership units in the Partnership Parks. The working capital revolving credit facility expires in March 2013. In October 2008, we borrowed $244.2 million under the revolving facility portion of the Credit Facility to ensure the availability of liquidity to fund our off-season expenditures given difficulties in the global credit markets. At December 31, 2008, we had $210.3 million in unrestricted cash and $1.5 million available (after reduction for outstanding letters of credit of approximately $29.4 million) on our $275 million revolving credit facility.

COMPETITION—THE THEME PARK INDUSTRY COMPETES WITH NUMEROUS ENTERTAINMENT ALTERNATIVES.

        Our parks compete with other theme, water and amusement parks and with other types of recreational facilities and forms of entertainment, including movies, sports attractions and vacation travel. Our business is also subject to factors that affect the recreation and leisure time industries generally, such as general economic conditions, including relative fuel prices, and changes in consumer spending habits. The principal competitive factors of a park include location, price, the uniqueness and perceived quality of the rides and attractions, the atmosphere and cleanliness of the park and the quality of its food and entertainment.

CUSTOMER PRIVACY—IF WE ARE UNABLE TO PROTECT OUR CUSTOMERS' CREDIT CARD DATA, WE COULD BE EXPOSED TO DATA LOSS, LITIGATION AND LIABILITY, AND OUR REPUTATION COULD BE SIGNIFICANTLY HARMED.

        In connection with credit card sales, we transmit confidential credit card information securely over public networks and store it in our data warehouse. Third parties may have the technology or know-how to breach the security of this customer information, and our security measures may not effectively prohibit others from obtaining improper access to this information. If a person is able to circumvent our security measures, he or she could destroy or steal valuable information or disrupt our

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operations. Any security breach could expose us to risks of data loss, litigation and liability and could seriously disrupt our operations and any resulting negative publicity could significantly harm our reputation.

SUBSTANTIAL LEVERAGE/STOCKHOLDERS' DEFICIT—OUR HIGH LEVEL OF INDEBTEDNESS AND OTHER MONETARY OBLIGATIONS REQUIRE THAT A SIGNIFICANT PART OF OUR CASH FLOW BE USED TO PAY INTEREST AND FUND THESE OTHER OBLIGATIONS.

        As of December 31, 2007, we had a stockholders' deficit of $252.6 million, which means our total liabilities exceed our total assets.

        We have a high level of debt. Our total indebtedness, as of December 31, 2007, was approximately $2.26 billion, excluding our Preferred Income Redeemable Shares ("PIERS"). Based on estimated interest rates for floating-rate debt and after giving effect to applicable interest rate hedging arrangements we entered into in February 2008, annual cash interest payments for 2008 on non-revolving credit debt outstanding at December 31, 2007 and anticipated levels of working capital revolving borrowings for the year will aggregate approximately $170 million net of interest income. None of our public debt matures prior to February 2010 and none of the facilities under the Credit Facility mature before March 2013, except that $8.5 million of principal amortizes each year. In addition, the annual dividend requirements on our outstanding PIERS total approximately $20.8 million, which we can, at our option, pay either in cash or shares of our common stock. We are required to redeem all of our outstanding PIERS on August 15, 2009 (to the extent not previously converted into shares of our common stock) for cash at 100% of the liquidation preference ($287.5 million), plus accrued and unpaid dividends. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity, Capital Commitments and Resources."

        At December 31, 2007, we had approximately $28.4 million of cash and cash equivalents. As of that date, we had $242.7 million available for borrowings under the Credit Facility.

        In addition to making interest payments on debt and dividend payments on our PIERS, we must satisfy the following obligations with respect to Six Flags Over Georgia and Six Flags Over Texas, which we refer to as the Partnership Parks:

•

We must make annual distributions to our partners in the Partnership Parks, which will amount to approximately $60.6 million in 2008 (of which we will receive approximately $19.9 million in 2008 as a result of our ownership interest in the parks) with similar amounts (adjusted for changes in cost of living) payable in future years.



•

We must spend a minimum of approximately 6% of each park's annual revenues over specified periods for capital expenditures.



•

Each year we must offer to purchase a specified maximum number of partnership units from our partners in the Partnership Parks, which number accumulates to the extent units are not tendered. Since only an immaterial number of units have been tendered in the annual offerings to purchase, the maximum number of units that we could be required to purchase in 2008 would result in an aggregate payment by us of approximately $305.1 million. The annual incremental unit purchase obligation (without taking into account accumulation from prior years) aggregates approximately

$31.1 million for both parks based on current purchase prices. As we purchase additional units, we are entitled to a proportionate increase in our share of the minimum annual distributions.

        We expect to use cash flow from the operations at these parks to satisfy our annual distribution and capital expenditure obligations with respect to these parks before we use any of our other funds. The two partnerships generated approximately $23.7 million of aggregate net cash provided by operating activities after capital expenditures during 2007 (net of advances from the general partner). The obligations relating to Six Flags Over Georgia continue until 2027 and those relating to Six Flags Over Texas continue until 2028.

        We have guaranteed on a limited basis the payment of a $33.0 million term loan incurred by HWP Development LLC (a joint venture in which we own an approximate 41% interest) for the purpose of refinancing the construction and development of a hotel and indoor water park project located adjacent to The Great Escape park near Lake George, New York, which opened in February 2006. At December 31, 2007, approximately $33.0 million was outstanding under the term loan. In the event we are required to fund amounts under the guarantee, our joint venture partners must reimburse us for their respective pro rata share or have their joint venture ownership diluted or forfeited. Our guarantee will be released five years following full payment and discharge of the term loan, which matures on December 16, 2017.

        Although we are contractually committed to make approximately CAD$15.4 million of capital and other expenditures at La Ronde no later than May 1, 2011, the vast majority of our capital expenditures in 2008 and beyond will be made on a discretionary basis. We spent $115.6 million on capital expenditures for all of our continuing operations in the 2007 calendar year and we plan on spending approximately $100.0 million on capital expenditures in 2008.

        Our high level of debt, stockholders' deficit and other obligations could have important negative consequences to us and investors in our securities. These include:

•

We may not be able to satisfy all of our obligations, including, but not limited to, our obligations under the instruments governing our outstanding debt.



•

We could have difficulties obtaining necessary financing in the future for working capital, capital expenditures, debt service requirements, Partnership Park obligations, refinancings or other purposes.



•

We will have to use a significant part of our cash flow to make payments on our debt, to pay the dividends on preferred stock (if we choose to pay them in cash), and to satisfy the other obligations set forth above, which may reduce the capital available for operations and expansion.



•

Adverse economic or industry conditions may have more of a negative impact on us.

        We cannot be sure that cash generated from our parks will be as high as we expect or that our expenses will not be higher than we expect. Because a large portion of our expenses are fixed in any given year, our operating cash flow margins are highly dependent on revenues, which are largely driven by attendance levels and in-park spending.

        We expect to refinance all or some of our debt or secure new financing. We cannot be sure that we will be able to obtain the refinancing or new financing on reasonable terms or at all. If we are unable to obtain financing in the future, or to do so on favorable terms, it could have a negative effect on our operations and our liquidity. If we are unable to satisfy our obligations, we will be forced to adopt an alternative strategy that may include actions such as selling assets, restructuring or refinancing indebtedness or seeking equity capital. We have agreed in the Credit Facility and the indentures covering our outstanding notes to limit the amount of additional debt we will incur.

        Due to the seasonal nature of our business, we are largely dependent upon our revolving facilities totaling $275.0 million to fund off-season expenses. Our ability to borrow under the revolving facilities is

dependent upon compliance with certain conditions, including a senior secured leverage ratio and the absence of any material adverse change. If we were to become unable to borrow under the revolving facilities, we would likely be unable to pay in full our off-season obligations and may be unable to meet our repurchase obligations (if any) with respect to repurchases of partnership units in the Partnership Parks. The working capital revolving credit facility expires in March 2013.

RESTRICTIVE COVENANTS—OUR FINANCIAL AND OPERATING ACTIVITIES ARE LIMITED BY RESTRICTIONS CONTAINED IN THE TERMS OF OUR FINANCINGS.

        The terms of the instruments governing our indebtedness impose significant operating and financial restrictions on us. These restrictions may significantly limit or prohibit us from engaging in certain types of transactions, including the following:

•

incurring additional indebtedness;



•

creating liens on our assets;



•

paying dividends;



•

selling assets;



•

engaging in mergers or acquisitions; and



•

making investments.

        Further, under the Credit Facility, our principal direct wholly-owned subsidiary, Six Flags Operations, and its subsidiaries are required to comply in certain circumstances with a senior secured leverage ratio and a leverage ratio.

        Although we are currently in compliance with all of these financial covenants and restrictions, events beyond our control, such as weather and economic, financial and industry conditions, may affect our ability to continue meeting these financial tests and ratios. The need to comply with these financial covenants and restrictions could limit our ability to execute our strategy and expand our business or prevent us from borrowing more money when necessary.

        If we breach any of the covenants contained in our credit agreement or the indentures governing our senior notes, the principal of and accrued interest on the applicable debt could become due and payable. In addition, that default could constitute a cross-default under the instruments governing all of our other indebtedness. If a cross-default occurs, the maturity of almost all of our indebtedness could be accelerated and become immediately due and payable. If that happens, we would not be able to satisfy our debt obligations, which would have a substantial material adverse effect on our ability to continue as a going concern. We cannot assure you that we will be able to comply with these restrictions in the future or that our compliance would not cause us to forego opportunities that might otherwise be beneficial to us.

LABOR COSTS—INCREASED COSTS OF LABOR, PENSION, POST-RETIREMENT AND MEDICAL AND OTHER EMPLOYEE HEALTH AND WELFARE BENEFITS MAY REDUCE OUR RESULTS OF OPERATIONS.

        Labor is a primary component in the cost of operating our business. We devote significant resources to recruiting and training our managers and employees. Increased labor costs, due to competition, increased minimum wage or employee benefit costs or otherwise, would adversely impact our operating expenses. In addition, our success depends on our ability to attract, motivate and retain qualified employees to keep pace with our needs. If we are unable to do so, our results of operations may be adversely affected.

        With more than 2,000 full-time employees, our results of operations are also substantially affected by costs of retirement and medical benefits. In recent years, we have experienced significant increases in these costs as a result of macro-economic factors beyond our control, including increases in health care costs,

declines in investment returns on pension plan assets and changes in discount rates used to calculate pension and related liabilities. At least some of these macro-economic factors may continue to put upward pressure on the cost of providing pension and medical benefits. Although we have actively sought to control increases in these costs (including our decision in February 2006 to "freeze" our pension plan, effective March 31, 2006, and certain revisions to our employee health and welfare benefits), there can be no assurance that we will succeed in limiting cost increases, and continued upward pressure, including as a result of any new legislation, could reduce the profitability of our businesses. In addition, our decision to freeze our pension plan could adversely affect our relationship with our employees and/or result in increased attempts by unions to organize our employees.

HOLDING COMPANY STRUCTURE—ACCESS TO CASH FLOW OF MOST OF OUR SUBSIDIARIES IS LIMITEDLIMITED.

        We are a holding company whose primary assets consist of shares of stock or other equity interests in our subsidiaries, and we conduct substantially all of our current operations through our subsidiaries. Almost all of our income is derived from our subsidiaries. Accordingly, we will beare dependent on dividends and other distributions from our subsidiaries to generate the funds necessary to meet our obligations, including the payment of principal and interest on our indebtedness. We had $28.4$210.3 million of cash and cash equivalents on a consolidated basis at December 31, 2007,2008, of which $4.5$4.4 million was held at the holding company level.

        Other than our holdings in the Partnership Parks, all of our current operations are conducted by subsidiaries of Six Flags Operations, Inc., our principal direct wholly-owned subsidiary. We may, in the future, transfer other assets to Six Flags Operations, Inc. or other entities owned by us. The Credit Facility limitsand the indenture governing Six Flags Operations, Inc.'s senior notes due 2016 limit the ability of Six Flags Operations, Inc. to pay dividends or make other distributions to us. Six Flags Operations, Inc. may not make cash distributions to us unless it is in compliance with the covenants set forth in the credit agreementCredit Agreement and the indenture governing its senior notes due 2016 and it is not otherwise in default thereunder. If it is in compliance, Six Flags Operations, Inc. is permitted to make dividends to us in certain circumstances from cash generated by certain asset dispositions and the incurrence of certain indebtedness in order to enable us to pay amounts in respect of any refinancing or repayment of debt under the indentures governing our outstanding notes and, in certain circumstances, ourthe PIERS. Similarly, if it is in compliance, Six Flags Operations, Inc. may make additional cash distributions to us generally limited to an amount equal to the sum of:

•

cash interest payments on the public notesdebt issued by Six Flags, Inc.;Holdings;

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•

payments we are required to make under our agreements with our partners in the Partnership Parks; and



•

cash dividends on our preferred stock.

SHARES ELIGIBLE FOR FUTURE SALE—THE PRICE OF OUR COMMON STOCK MAY DECLINE DUE TO POSSIBLE SALES OF SHARES AND THE ISSUANCE OF SHARES OF COMMON STOCK IN ANY RESTRUCTURING OR CHAPTER 11 FILING.

        As of March 1, 2008,2009, there were approximately 95.297.8 million shares of our common stock outstanding, all of which are transferable without restriction or further registration under the Securities Act of 1933, as amended, except for any shares held by our affiliates. At that date, we also had outstanding options held by management and directors to purchase approximately 6.96.7 million shares and under our current option plans we may issue options to purchase an additional 2.63.7 million shares.

        In addition, our outstanding shares of preferred stockthe PIERS are convertible at the option of the holders into 13.8 million shares of common stock, and our Convertible Notesconvertible notes are convertible into 44.1 million shares, although we can elect to deliver cash to satisfy note conversions. We may alsoDue to the market value of our common stock at December 31, 2008, we do not anticipate conversions of the PIERS or convertible notes under their existing terms. In addition, we expect that we will be required to issue a significant amount of additional common stock in any restructuring or Chapter 11 proceeding we pursue which would likely have a significantly dilutive impact on, or result in the elimination of, our existing shares of common stock to pay quarterly dividend payments on our outstanding preferred stock. The sale or issuance or expectation of sales or issuances of a large number of shares of common stock or securities convertible into common stock in the public market might negatively affect the market price of our common stock.

RATINGS OF SIX FLAGS—CHANGES IN OUR CREDIT RATINGS MAY ADVERSELY AFFECT THE PRICE OF OUR SECURITIES, INCLUDING OUR COMMON STOCK AND SENIOR NOTES.

        Credit rating agencies continually review their ratings for the companies they follow, including us. In November 2007, Moody's Investors Service downgraded (i) our corporate family rating to "Caa1" from "B3" and (ii) the Credit Facility debt rating to "B1" from "Ba3." Also in November 2007, Standard and Poor's Ratings Service downgraded our (i) corporate credit rating to "CCC+" from "B-" and (ii) the Credit Facility debt rating to "B" from "B+," all on CreditWatch with negative implications. A further negative change in our ratings or the perception that such a change could occur may adversely affect the marketThe price of our securities, including our common stock and public debt.could also be adversely affected by our decision to make a Chapter 11 filing or the expectation of a filing, due to the potential negative impacts of a filing as well as the potential dilutive impact on, or elimination of, existing shares of common stock.

ANTI-TAKEOVER PROVISIONS—ANTI-TAKEOVER PROVISIONS IN OUR CORPORATE DOCUMENTS AND THE LAW OF THE STATE OF DELAWARE STATE LAWAS WELL AS CHANGE OF CONTROL PROVISIONS IN CERTAIN OF OUR DEBT AND OTHER AGREEMENTS COULD DELAY OR PREVENT A CHANGE OF CONTROL, EVEN IF THAT CHANGE WOULD BE BENEFICIAL TO STOCKHOLDERS.STOCKHOLDERS OR HAVE A MATERIALLY NEGATIVE IMPACT ON OUR BUSINESS.

        Certain provisions in our Amended and Restated Certificate of Incorporation and in our debt instruments and those of our subsidiaries may have the effect of deterring transactions involving a change in control of us, including transactions in which stockholders might receive a premium for their shares.

        Our Amended and Restated Certificate of Incorporation provides for the issuance of up to 5,000,000 shares of preferred stock with such designations, rights and preferences as may be determined from time to time by our board of directors. The authorization of preferred shares empowers our board of directors, without further stockholder approval, to issue preferred shares with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of our common stock. If issued, the preferred stock could also dilute the holders of our common stock and could be used to discourage, delay or prevent a change of control of us. We have no current plans to issue any preferred stock.

        WeSo long as our common stock is listed on a national securities exchange or held of record by more than 2,000 holders, we are also subject to the anti-takeover provisions of the Delaware General Corporation Law, which could have the effect of delaying or preventing a change of control in some circumstances. Furthermore, upon a change of control, the holders of substantially all of our outstanding indebtedness are entitled at their option to be repaid in cash. These provisions may have

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the effect of delaying or preventing a change of control. All of these factors could materially adversely affect the price of our common stock.

        On December 2, 2008, our board of directors adopted a stockholder rights plan and declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of our common stock. The distribution was paid on December 17, 2008 to stockholders of record as of the close of business on December 17, 2008. Each Right, if and when it becomes exercisable, entitles the holder to buy 1/1000 of a share of preferred stock at a price of $1.25 per 1/1000 of a share subject to adjustment (the "Exercise Price"). If any person or group becomes the beneficial owner of 15% or more of our common stock at any time after the date of the plan (with certain limited exceptions), then each Right not owned by such person or group will entitle its holder to purchase, at the Exercise Price, shares of our common stock or, in certain circumstances, common stock of the acquiring person, having a market value of twice the Exercise Price. The description and terms of the Rights are set forth in a rights agreement between us and The Bank of New York Mellon, as rights agent.

        In addition, our Credit Agreement, the indentures governing our senior debt and the certificate of designation for the PIERS contain provisions pursuant to which it would be an event of default under our Credit Agreement and we would be required to offer to repurchase the debt and the PIERS if any "person" becomes the beneficial owner of more than 35% of our common stock. This could deter certain parties from seeking to acquire us and if any "person" were to become the beneficial owner of more than 35% of our common stock, we would not be able to repay or repurchase such indebtedness and PIERS.

        We have the exclusive right to use certain Warner Bros. and DC Comics characters in our theme parks in the United States (except in the Las Vegas metropolitan area), Canada, Mexico and other countries. Warner Bros. can terminate these licenses under certain circumstances, including the acquisition of us by persons engaged in the movie or television industries. This could deter certain parties from seeking to acquire us.

         OUR SHARES MAY BE DE-LISTED FROM THE NEW YORK STOCK EXCHANGE.

        On October 6, 2008, we were notified by the New York Stock Exchange (the "NYSE") that the we are not in compliance with the NYSE's continued listing criteria under Section 802.01C of the NYSE Listed Company Manual because the average closing price of our common stock has been less than $1.00 for thirty consecutive trading days. On October 27, 2008, we were notified by the NYSE that we are not in compliance with the NYSE's continued listing criteria under Section 802.01B of the NYSE Listed Company Manual because our average market capitalization has been less than $75 million for thirty consecutive trading days and, at the same time, our stockholders' equity had been less than $75 million. We are required to remedy each of these matters in a timely manner as set forth in the applicable NYSE rules in order to maintain our listing on the NYSE, and, if we are unable to do so, we may be delisted by the NYSE.

        We have a six-month compliance period from the date of notification of our noncompliance to bring our share price and average share price back above $1.00. On February 26, 2009, the NYSE suspended the $1.00 average closing price requirement until June 30, 2009. If we have not regained compliance with the average closing price requirement by June 30, 2009, the six-month compliance period will recommence and we will have the remaining balance of such period within which time we must regain compliance in order to remain listed. On December 9, 2008, we submitted a plan to the NYSE to address our compliance with the NYSE's minimum market capitalization and stockholders' equity listing criteria. On January 22, 2009, the NYSE accepted our plan, however, the NYSE may delist our common stock in the future if we do not satisfy the NYSE's minimum listing criteria, including maintaining a minimum market capitalization of $15,000,000 through June 30, 2009, and $25,000,000 thereafter.

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        If delisting occurs, it could be more difficult to buy or sell our common stock and the price of our common stock could decline. Delisting could also affect our ability to raise capital. If we were delisted from the NYSE, we could seek to move trading of our common stock to the OTC Bulletin Board. This method of trading could significantly impair our ability to raise new capital.

         WE MAY BE REQUIRED TO RECOGNIZE CANCELLATION OF INDEBTEDNESS INCOME AND OUR ABILITY TO UTILIZE OUR NET OPERATING LOSS CARRYFORWARDS MAY BE LIMITED IF WE SUCCESSFULLY CONSUMMATE A DEBT RESTRUCTURING.

        We will have cancellation of indebtedness ("COD") income if we consummate a debt restructuring and the value of the common stock issued in exchange for our notes is less than the adjusted issue price of the notes. However, this COD income will be excluded from taxable income if the debt restructuring occurs pursuant to a Chapter 11 plan of reorganization or, if not, to the extent we are insolvent as determined under the Internal Revenue Code of 1986, as amended, immediately before an out-of-court restructuring. If the COD income is excluded from our taxable income, we will be required to reduce our favorable tax attributes, including our net operating loss carryforwards ("NOLs"), by the amount of COD income that is excluded.

        To the extent we are made solvent by a debt restructuring in an out-of-court solution, the COD income would be taxable income, which may be offset with our NOLs for regular tax purposes. However, for alternative minimum tax ("AMT") purposes, only 90% of our taxable income may be offset with NOLs. Therefore, 10% of our AMT income, including any taxable COD income, cannot be offset with NOLs and will be subject to AMT.

        Federal legislation was recently enacted that allows an eligible taxpayer to elect to defer COD income arising from an exchange of stock for debt that occurs in 2009 or 2010. If this election is made, the taxpayer can defer tax on the COD income for five taxable years (in the case of COD income arising in 2009) or four taxable years (in the case of COD income arising in 2010), and then recognize 20% of the COD income in each of the next five taxable years beginning with 2014. If this election is made, the COD income exclusions for a Chapter 11 filing and insolvency would not apply.

        Further, our ability to utilize our NOLs may be limited by Section 382 of the Internal Revenue Code of 1986, as amended, if we consummate a debt restructuring that results in an ownership change. In such case, an annual limitation will be imposed on the amount of our pre-ownership change NOLs that may be utilized to offset future taxable income. This annual limitation generally will be equal to the value of our stock immediately before the ownership change (or, if the ownership change occurs pursuant to a Chapter 11 reorganization and an election is made, the value of our stock immediately after the ownership change), in either case, subject to certain reductions, multiplied by the "long-term tax-exempt rate" for the month in which the ownership change occurs. This rate (currently, approximately 5.5%) is published monthly by the Internal Revenue Service. Any portion of the annual limitation that is not used in a particular year may be carried forward and used in subsequent years.

        The annual limitation is increased by certain built-in income and gains recognized (or treated as recognized) during the five years following an ownership change (up to the total amount of built-in income and gain that existed at the time of the ownership change). Built-in income for this purpose includes the amount by which our tax depreciation expense during this five year period is less than it would be if our assets had a tax basis on the date of the ownership change equal to their fair market value. Because most of our assets are theme park assets, which are depreciated on an accelerated basis over a seven-year recovery period, we expect any NOL limitation to be substantially increased by built-in income for the five years following an ownership change and to result in a carryforward of excess limitation to future periods. Nevertheless, because the value of our outstanding common stock is currently low, any annual limitation resulting from an ownership change will likely be correspondingly low. Even after being increased by built-in income, we expect the cumulative NOL limitation to be

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substantially less than the current amount of our NOLs. As a result, a significant amount of our NOLs are expected to expire unused as a result of an ownership change. Alternatively, if an ownership change occurs pursuant to a Chapter 11 proceeding and certain requirements are satisfied, no limitation would be imposed on the use of our NOLs following the ownership change. Instead, however, our NOLs would be reduced by interest deducted during the applicable look-back period on notes that are converted into stock in the restructuring.

         SIX FLAGS HAS NOT PAID CASH DIVIDENDS ON ITS COMMON STOCK AND DOES NOT CURRENTLY ANTICIPATE DOING SO IN THE FORESEEABLE FUTURE.

        Six Flags has not paid cash dividends to date on its common stock and does not currently anticipate paying any cash dividends on its common stock in the foreseeable future. The terms of the Credit Facility and our senior debt restrict our ability to pay cash dividends on our common stock and repurchase shares of our common stock.

         A RESTRUCTURING COULD HAVE OTHER ACCOUNTING IMPLICATIONS.

        If we restructure our debt and other obligations in an out-of-court transaction, it could result in book carrying amount of our stockholders' equity exceeding our fair market value of equity. Currently, we have a deficit balance in stockholders' equity, therefore book equity does not exceed the fair market value of equity. Because we have one reporting unit for purposes of assessing impairment under Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," if the book carrying amount of stockholders' equity were to exceed fair market value of equity after an out-of-court restructuring, an impairment could be indicated for the single reporting unit and we would be required to determine the implied fair value of our goodwill and compare that value to the goodwill carrying amount. If the carrying amount was greater than the implied fair value, a goodwill impairment charge would be recorded for the difference.

        If we restructure under Chapter 11, the financial statements would be subject to the accounting prescribed by Statement of Position No. 90-7, "Financial Reporting by Entities in Reorganization Under the Bankruptcy Code." If our existing stockholders end up with less than 50% of our voting shares after we emerge from a Chapter 11 proceeding, we would apply "Fresh-Start Reporting," in which our assets and liabilities would be recorded at their estimated fair value using the principles of purchase accounting contained in Statement of Financial Accounting Standards No. 141R, "Business Combinations," with the difference between our estimated fair value and our identifiable assets and liabilities being recognized as goodwill.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

        We have received no written comments regarding our periodic or current reports from the staff of the Securities and Exchange Commission that were issued 180 days or more preceding the end of our 20072008 fiscal year and that remain unresolved.

ITEM 2.    PROPERTIES

        Set forth below is a brief description of our material real estate at March 1, 2008.2009. See also "Business—Description of Parks."

Six Flags America, Largo, Maryland—523 acres (fee ownership)
Six Flags Discovery Kingdom, Vallejo, California—137138 acres (fee ownership)
Six Flags Fiesta Texas, San Antonio, Texas—216224 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—304 acres (fee ownership)

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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)(1)
Six Flags Magic Mountain, Valencia, California—248250 acres (fee ownership)
Six Flags Mexico, Mexico City, Mexico—107110 acres (occupied pursuant to concession agreement)(2)
Six Flags New England, Agawam, Massachusetts—263284 acres (substantially all fee ownership)
Six Flags New Orleans, New Orleans, Louisiana—226 acres (fee ownership and leasehold interest)(3)
Six Flags Over Georgia, Atlanta, Georgia—283290 acres (leasehold interest)(4)
Six Flags Over Texas, Arlington, Texas—217 acres (leasehold interest)(4)
Six Flags St. Louis, Eureka, Missouri—497 acres (fee ownership)
Six Flags White Water Atlanta, Marietta, Georgia—69 acres (fee ownership)(5)
La Ronde, Montreal, Canada—146 acres (leasehold interest)(6)
The Great Escape, Lake George, New York—345351 acres (fee ownership)

---

(1)

Approximately 38 acres are leased under ground leases with terms (including renewal options) expiring between 2021 and 2049, with the balance owned by us.

(2)

The concession agreement is with the Federal District of Mexico City. The agreement expires in 2017.

(3)

The site on which the park is located is leased from the Industrial Development Board of the City of New Orleans. The lease expires in 2077. Amount shown includes a separate parcel of 86 acres which we own.

(4)

Lessor is the limited partner of the partnership that owns the park. The Six Flags Over Georgia and Six Flags Over Texas leases expire in 2027 and 2028, respectively, at which time we have the option to acquire all of the interests in the respective lessor that we have not previously acquired.

(5)

Owned by the Georgia Partnership.

(6)

The site is leased from the City of Montreal. The lease expires in 2065.

        We have granted to our lenders under the Credit Facility a mortgage on substantially all of our United States properties.

        In addition to the foregoing, we lease office space and a limited number of rides and attractions at our parks. See Note 1213 to Notes to Consolidated Financial Statements.

        We consider our 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 we operate tends to expose us to claims by visitors, generally for injuries. Historically, the great majority of these claims have been minor. Although we believe that we are adequately insured against visitors' claims, if we become subject to damages that cannot by law be insured against, such as punitive damages or certain intentional misconduct by employees, there may be a material adverse effect on our operations.

        On November 7,In 2005, certain plaintiffs filed a complaint on behalf of a purported class of current and former employees against us in the Superior Court of California, Los Angeles County. In the complaint, plaintiffs allege ten causes of action for, among others,County, alleging unpaid wages and related penalties and violations of California law governing employee meal and rest breaks with respectrelated to Six Flags Magic Mountain, Six Flags Hurricane Harbor Los Angeles, Six Flags Discovery Kingdom (formerly Six Flags Marine World), Waterworld USA/Concordour current and Waterworld USA/Sacramento. On September 13, 2007, an agreement was reached to settle the case. Under the settlement, which covers the period fromformerly owned parks in California between November 2001 to the

present,and December 18, 2007. While we expressly denydenied any violation of California law governing employee meal and rest breaks or other wrongdoing. Inwrongdoing, we settled the case in 2007 weand deposited into escrow $9,225,000 to be applied to the initial settlement fund, which has beenwas recorded in other expense. In each of March 2009, andwe are required to pay $254,000 (which is accrued in other expense as of

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December 31, 2008) into the settlement fund based on our meeting certain performance criteria in 2008. In March 2010, we aremay be required to pay up to a maximum of $2,500,000 into the settlement fund based on us meeting certain performance criteria in 2008 and 2009, respectively. On December 18, 2007, the Court granted preliminary approval to the settlement.

        On May 30, 2006, a civil action against us was commenced in the Superior Court for the Judicial District of New Britain, Connecticut. The plaintiff seeks damages against us for injuries to his face and head and loss of his vision in both eyes as a result of an accident that occurred on September 8, 2004 at Six Flags New England. The plaintiff, an employee of an on-site contractor at the time of the accident, alleges that he was injured while participating in efforts to free a jammed drive train on a rollercoaster at the park. The contractor hired to oversee the drive chain removal has been added as an additional defendant in the litigation. Our self-insurance retention on the action totals $2.5 million.2009.

        On February 1, 2007, Images Everywhere, Inc. and John ShawShawn Productions, Inc. filed a case against Six Flags Theme Parks Inc. and Event Imaging Solutions, Inc. in the Superior Court of the State of California County of Los Angeles, Central District. The plaintiffs provided photographic services to certain of our parks under license agreements and/or under a consulting arrangement. In October 2006, we terminated our business relationship with the plaintiffs and thereafter entered into a settlement agreement with John Shawn Productions, Inc. regarding certain of the license agreements. As a result of this termination, the plaintiffs brought suit claiming an unspecified amount in "excess of" $20 million in damages, which they have sincelater revised to two alternative theories in the respective amounts of approximately $14.9$15 million or $11 million. The plaintiffs claimclaimed that their services were wrongfully terminated and assertasserted causes of action for breach of contract and breach of the implied covenant of good faith and fair dealing. The plaintiffs have brought separate claims against defendant Event Imaging Solutions, Inc. for intentional interference with contractual relations. In a summary judgment ruling on December 19, 2007, the Court dismissed additional claims against us for breach of fiduciary duty, constructive fraud and punitive damages. We have filed an answer denying the claims and intend to vigorously defend the action. The case is currently scheduledwas tried before a jury during the two-week period from March 17 to March 28, 2008 and the jury rendered a verdict in our favor, dismissing the claim. The plaintiffs filed a motion for a new trial, in late Marchwhich was dismissed by the Court on May 12, 2008. On May 28, 2008, the plaintiffs filed a notice of appeal with the Court of Appeal of the State of California, Second Appellate District. We will continue to defend ourselves vigorously, as we believe the plaintiffs' claims are without merit.

        On March 1, 2007, Safety Braking Corporation, Magnetar Technologies Corp. and G&T Conveyor Co. filed a Complaint for Patent Infringement (the "Complaint") in the United States District Court for the District of Delaware naming Six Flags, Inc., Six Flags Theme Parks Inc., and certain of our other subsidiaries as defendants, along with other industry theme park owners and operators. The Complaint alleges that we are liable for direct or indirect infringement of United States Patent No. 5,277,125 because of our ownership and/or operation of various theme parks and amusement rides. The Complaint does not include specific allegations concerning the location or manner of alleged infringement. The Complaint seeks damages and injunctive relief. On or about July 1, 2008, the Court entered a Stipulation and Order of Dismissal of Safety Braking Corporation. Thus, as of that date, only Magnetar Technologies Corp. and G&T Conveyor Co. remain as plaintiffs. We have contacted the manufacturers of the amusement rides that we believe may be impacted by this case requiring such manufacturers to honor their indemnification obligations with respect to this case. We have filed an answer denying the claims and intend to vigorously defend the action. We have tendered the defense of this matter to certain of the ride manufacturers.

        On July 12, 2007,January 6, 2009, a civil action against us was commenced in the CircuitState Court of JeffersonCobb County, Kentucky.Georgia. The plaintiff seeksis seeking damages against us for personal injuries, including an alleged brain injury, as a result of an accident that occurredaltercation with a group of individuals on June 21, 2007 in which the plaintiff was seriously injured on a ride atproperty next to Six Flags Kentucky Kingdom.Over Georgia on July 3, 2007. The plaintiff, is seeking compensatory and punitive damages.who had exited the park, claims that we were negligent in our security of the premises. Four of the individuals who allegedly participated in the altercation are also named as defendants in the litigation. Our self-insurance retention onconsolidated financial statements do not include any expenses or liabilities related to the above action is $3.0 million.as a loss has not been deemed probable or estimable.

        We are party to various other legal actions arising in the normal course of business. We do not expect to incur any material liability by reason of such actions.

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

        There were no matters submitted to a vote of security holders during the fourth quarter of the fiscal year ended December 31, 2007.2008.

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PART II

ITEM 5.    MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

        Our common stock is listed on the New York Stock Exchange (the "NYSE") under the symbol "SIX." The following table shows, for the periods indicated, the high and low sales prices for per share ofour common stock as reported by the NYSE.

		Sales Price
		High			Low			Sales Price
								High			Low
2009
First Quarter (through March 2, 2009)								$	0.36		$	0.23
2008
First Quarter (through March 1, 2008)		$	2.39		$	1.46
Fourth Quarter								$	0.80		$	0.16
Third Quarter								$	1.38		$	0.25
Second Quarter								$	2.50		$	1.13
First Quarter								$	2.39		$	1.46
2007
Fourth Quarter		$	3.68		$	1.91		$	3.68		$	1.91
Third Quarter		$	6.10		$	2.89		$	6.10		$	2.89
Second Quarter		$	6.80		$	5.81		$	6.80		$	5.81
First Quarter		$	6.59		$	5.27		$	6.59		$	5.27
2006
Fourth Quarter		$	6.52		$	4.98
Third Quarter		$	5.94		$	4.53
Second Quarter		$	10.38		$	5.11
First Quarter		$	11.93		$	7.70

        As of March 1, 2008,2009, there were 1,0571,231 holders of record of our common stock, which does not reflect holders who beneficially own common stock held in nominee or street name. We paid no cash dividends on our common stock during the three years ended December 31, 2007.2008. We do not anticipate paying any cash dividends on our common stock during the foreseeable future. The indentures relating to our public debt limit the payment of cash dividends to common stockholders. See Note 6 to Notes to Consolidated Financial Statements.

Securities Authorized for Issuance Under Equity Compensation Plans

        Set forth below is information regarding our equity compensation plans at December 31, 2007:2008:

Plan Category			Number of shares of common stock to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights			Number of shares of common stock remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(1)
			(a)		(b)			(c)
Equity compensation plans approved by security holders			6,894,000		$	6.56		2,615,000
Equity compensation plans not approved by security holders			—			—		—
	Total		6,894,000		$	6.56		2,615,000

Plan Category			Number of shares of common stock to be issued upon exercise of outstanding options, warrants and rights			Weighted- average exercise price of outstanding options, warrants and rights			Number of shares of common stock remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))(1)
			(a)			(b)			(c)
Equity compensation plans approved by security holders				6,884,000		$	6.57			3,502,000
Equity compensation plans not approved by security holders				—			—			—
	Total			6,884,000		$	6.57			3,502,000

See Note 1(p)1(q) to Notes to Consolidated Financial Statements.

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(1)

Plans permit, in addition to grant of stock options and stock appreciation rights, the issuance of shares of common stock.

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Performance Graph

        This performance graph shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section, and shall not

be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

        The following graph shows a comparison of the five year cumulative total stockholder return on our common stock (assuming all dividends were reinvested), The Standard & Poor's ("S&P") 500 Stock Index, The S&P Midcap 400 Index and The S&P Entertainment Movies & Entertainment Index.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

Among Six Flags, Inc., The S&P 500 Index,
The S&P Midcap 400 Index And The S&P Movies & Entertainment Index

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*

$100 invested on 12/31/0203 in stock or index-includingindex, including reinvestment of dividends.
Fiscal year ending December 31.

Copyright 2008, Standard & Poor's,Copyright© 2009 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.

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ITEM 6.    SELECTED FINANCIAL DATA

        The selected financial data below as of and for each of the years in the five-year period ended December 31, 20072008 are derived from our audited financial statements. Our audited financial statements for the three-year period ended December 31, 20072008 are included elsewhere in this report.

        Our audited financial statements for the three-year period ended December 31, 20072008 included herein and the following selected historical financial data for the five-year period ended on that date reflect the effects of our reclassification of the results of twelve parks, including the Sale Parks and Six Flags New Orleans, as discontinued operations.