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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

Commission File Number: 0-9789

SIX FLAGS, INC.

(Exact name of Registrant as specified in its charter)

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

        Indicate by check mark the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý    No o

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

        At August 1, 2003, Six Flags, Inc. had outstanding 92,616,528 shares of Common Stock, par value $.025 per share.

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

        Some of the statements contained in or incorporated by reference in this Quarterly Report on Form 10-Q constitute forward-looking statements, as this term is defined in the Private Securities Litigation Reform Act. The words "anticipates," "believes," "estimates," "expects," "plans," "intends" and similar expressions are intended to identify these forward-looking statements, but are not the exclusive means of identifying them. These forward-looking statements reflect the current views of our management; however, various risks, uncertainties and contingencies could cause our actual results, performance or achievements to differ materially from those expressed in, or implied by, these statements, including the following:

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Factors impacting attendance, such as local conditions, events, natural disasters, disturbances and terrorist activities;



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The risk of accidents occurring at our parks;



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Our ability to manage growth or integrate acquisitions;



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Adverse weather conditions;



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Competition with other theme parks and other recreational alternatives;



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General economic conditions;



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The loss of the services of our key personnel;



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Changes in foreign currency rates and other factors impacting our international operations; and



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Impact of pending or threatened litigation.

        A more complete discussion of these and other applicable risks is contained under the caption "Business—Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2002. See "Available Information" below.

        We caution the reader that these risks may not be exhaustive. We operate in a continually changing business environment, and new risks emerge from time to time. We cannot predict such risks nor can we assess the impact, if any, of such risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ from those projected in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Available Information

        Copies of our annual report 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 (www.sixflags.com) as soon as reasonably practicable after we electronically file the material with, or furnish it to, the Securities and Exchange Commission.

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PART I—FINANCIAL INFORMATION

Item 1—Financial Statements

SIX FLAGS, INC.

CONSOLIDATED BALANCE SHEETS

See accompanying notes to consolidated financial statements

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SIX FLAGS, INC.

CONSOLIDATED BALANCE SHEETS

See accompanying notes to consolidated financial statements

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SIX FLAGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2003 AND 2002
(UNAUDITED)

See accompanying notes to consolidated financial statements

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SIX FLAGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2003 AND 2002
(UNAUDITED)

See accompanying notes to consolidated financial statements

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SIX FLAGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002
(UNAUDITED)

See accompanying notes to consolidated financial statements

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SIX FLAGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2003 AND 2002
(UNAUDITED)

See accompanying notes to consolidated financial statements

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SIX FLAGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.     General—Basis of Presentation

        We own and operate regional theme amusement and water parks. As of June 30, 2003, we own or operate 39 parks, including 29 domestic parks, one park in Mexico, one in Canada and eight parks in Europe. As used in this Report, unless the context requires otherwise, the terms "we," "our" or "Six Flags" refer to Six Flags, Inc. and its consolidated subsidiaries. As used herein, Holdings refers only to Six Flags, Inc., without regard to its subsidiaries.

        In August 2002 we acquired Jazzland (now known as Six Flags New Orleans), a theme park located outside New Orleans. See Note 3. The accompanying consolidated financial statements for the three and six months ended June 30, 2002 do not include the results of the New Orleans park. The consolidated financial statements for the 2003 periods include the results of this park for the entire three- and six-month periods.

        Management's Discussion and Analysis of Financial Condition and Results of Operations which follows these notes contains additional information on our results of operations and our financial position. Those comments should be read in conjunction with these notes. Our annual report on Form 10-K for the year ended December 31, 2002 includes additional information about us, our operations and our financial position, and should be referred to in conjunction with this quarterly report on Form 10-Q. The information furnished in this report reflects all adjustments (which are normal and recurring, except for those related to the adoption of new accounting principles) which are, in the opinion of management, necessary to present a fair statement of the results for the periods presented.

        Results of operations for the three- and six-month periods ended June 30, 2003 are not indicative of the results expected for the full year. In particular, our theme park operations contribute a significant majority of their annual revenue during the period from Memorial Day to Labor Day each year.

Intangible Assets

        For periods through December 31, 2001, goodwill, which represents the excess of purchase price over fair value of net assets acquired, had been amortized on a straight-line basis over the expected period to be benefited, generally 18 to 25 years. Other intangible assets had been amortized over the period to be benefited, generally up to 25 years. We had assessed the recoverability of intangible assets by determining whether the amortization of the intangible asset balance over its remaining life could be recovered through undiscounted future operating cash flows from the acquisition. The amount of goodwill impairment, if any, had been measured based on projected discounted future operating cash flows using a discount rate reflecting our average borrowing rate. The assessment of the recoverability of goodwill would be impacted if estimated future operating cash flows were not achieved.

        For periods beginning on January 1, 2002, we adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets." As a result, goodwill and intangible assets with indefinite useful lives were no longer amortized, but instead will be tested for impairment at least annually. As of the date of the adoption of SFAS No. 142, our unamortized goodwill was $1,190,215,000. In lieu of amortization, we were required to perform an initial impairment review of our goodwill in 2002 and are required to perform an annual impairment review thereafter. To accomplish this, we identified our reporting units (North America and Europe) and determined the carrying value of each reporting unit by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units as of January 1, 2002. We then determined the fair value of each reporting unit, compared it to the carrying amount of the reporting unit and

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compared the implied fair value of the reporting unit goodwill with the carrying amount of the reporting unit goodwill, both of which were measured as of the date of adoption. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit to all of the assets (recognized and unrecognized) and liabilities of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Based on the foregoing, we determined that $61.1 million of goodwill associated with our European reporting unit was impaired and, during 2002, we recognized a transitional impairment loss in that amount as the cumulative effect of a change in accounting principle in our consolidated statements of operations. The loss was retroactively recorded in the first quarter of 2002, which was restated for this loss, in accordance with the requirements of SFAS No. 142. Our unamortized goodwill after impairment is $1,123,965,000 as of June 30, 2003.

Long-Lived Assets

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

Derivative Instruments

        In February 2000, we entered into three interest rate swap agreements that effectively convert our $600,000,000 term loan component of the Credit Facility (see Note 4(c)) into a fixed rate obligation. The terms of the agreements, as subsequently extended, each of which has a notional amount of $200,000,000, began in March 2000 and expire from March 2005 to June 2005. Our term loan borrowings bear interest based upon LIBOR plus a fixed margin. Our interest rate swap arrangements were designed to "lock-in" the LIBOR component at rates, after a February 2001 amendment and prior to a subsequent March 6, 2003 amendment, ranging from 5.13% to 6.07% (with an average of 5.46%) and after March 6, 2003, 2.065% to 3.50% (with an average of 3.01%). The counterparties to these transactions are major financial institutions, which minimizes the credit risk.

        In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133, as amended by SFAS No. 138 and SFAS No. 149, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires an entity to recognize all derivatives as either assets or liabilities in the consolidated balance sheet and measure those instruments at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge for accounting purposes. The accounting for changes in the fair value of a derivative (that is gains and losses) depends on the intended use of the derivative and the resulting designation.

        During the first six months of 2002 and 2003, we have designated all of the interest rate swap agreements as cash-flow hedges.

        We formally document all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as cash-flow hedges to forecasted transactions. We also assess, both at the hedge's inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items.

        Changes in the fair value of a derivative that is effective and that is designated and qualifies as a cash-flow hedge are recorded in other comprehensive income (loss), until operations are affected by

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the variability in cash flows of the designated hedged item. Changes in fair value of a derivative that is not designated as a hedge are recorded in operations on a current basis.

        During the first six months of 2003 and 2002, there were no gains or losses reclassified into operations as a result of the discontinuance of hedge accounting treatment for any of our derivatives.

        By using derivative instruments to hedge exposures to changes in interest rates, we are exposed to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. To mitigate this risk, the hedging instruments are placed with counterparties that we believe are minimal credit risks.

        Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates, commodity prices, or currency exchange rates. The market risk associated with interest rate swap agreements is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.

        We do not hold or issue derivative instruments for trading purposes. Changes in the fair value of derivatives that are designated as hedges are reported on the consolidated balance sheet in "Accumulated other comprehensive income (loss)" ("AOCL"). These amounts are reclassified to interest expense when the forecasted transaction takes place.

        From February 2001 through June 2003, the critical terms, such as the index, settlement dates, and notional amounts, of the derivative instruments were substantially the same as the provisions of our hedged borrowings under the Credit Facility. As a result, no ineffectiveness of the cash-flow hedges was recorded in the consolidated statements of operations.

        As of June 30, 2003, approximately $6,387,000 of net deferred losses on derivative instruments accumulated in AOCL are expected to be reclassified to operations during the next 12 months. Transactions and events expected to occur over the next 12 months that will necessitate reclassifying these derivatives' losses to operations are the periodic payments that are required to be made on outstanding borrowings. The maximum term over which we are hedging exposures to the variability of cash flows for commodity price risk is 23 months.

Loss Per Share

        The weighted average number of shares of Common Stock used in the calculations of diluted loss per share does not include (i) for the three- and six-month periods ended June 30, 2003, the effect of potential common shares issuable upon the exercise of 25,000 employee stock options, (ii) for the three- and six-month periods ended June 30, 2002, respectively, the effect of potential common shares issuable upon the exercise of 410,000 and 368,000 employee stock options and (iii) for all periods presented, the impact of the potential conversion of our outstanding convertible preferred stock as the effects of the exercise of such options and such conversion and resulting decrease in preferred stock dividends is antidilutive. Our Preferred Income Equity Redeemable Shares ("PIERS"), which are shown as mandatorily redeemable preferred stock on our consolidated balance sheets, were issued in January 2001 and are convertible into 13,789,000 shares of common stock.

Stock Compensation

        We apply the intrinsic-value based method of accounting prescribed by APB Opinion No. 25 and related interpretations in accounting for our stock option plan. Under this method, compensation expense for unconditional employee stock options is recorded on the date of grant only if the current market price of the underlying stock exceeds the exercise price. For employee stock options that are conditioned upon the achievement of performance goals, compensation expense, as determined by the extent that the quoted market price of the underlying stock at the time that the condition for exercise is achieved exceeds the stock option exercise price, is recognized over the service period. For stock

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options issued to nonemployees, we recognize compensation expense at the time of issuance based upon the fair value of the options issued.

        No compensation cost has been recognized for the unconditional stock options in the consolidated financial statements. Had we determined compensation cost based on the fair value at the grant date for all our unconditional stock options under SFAS No. 123, "Accounting for Stock-Based Compensation," and as provided for under SFAS No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure, an Amendment of FASB Statement No. 123," our net loss applicable to common stock would have been equal to the pro forma amounts below:

2.     Preferred Stock

        In January 2001, we issued 11,500,000 PIERS, for proceeds of $277,834,000, net of the underwriting discount and offering expenses of $9,666,000. We used the net proceeds of the offering to fund our acquisition in that year of the former Sea World of Ohio, to repay borrowings under the working capital revolving credit portion of our senior credit facility (see Note 4(c)) and for working capital. Each PIERS represents one one-hundredth of a share of our 7¹/4% mandatorily redeemable preferred stock (an aggregate of 115,000 shares of preferred stock). The PIERS accrue cumulative dividends (payable, at our option, in cash or shares of common stock) at 7¹/4% per annum (approximately $20,844,000 per annum).

        Prior to August 15, 2009, each of the PIERS is convertible at the option of the holder into 1.1990 common shares (equivalent to a conversion price of $20.85 per common share), subject to adjustment in certain circumstances (the "Conversion Price"). At any time on or after February 15, 2004 and at the then applicable conversion rate, we may cause the PIERS, in whole or in part, to be automatically converted if for 20 trading days within any period of 30 consecutive trading days, including the last day of such period, the closing price of our common stock exceeds 120% of the then prevailing Conversion Price. On August 15, 2009, the PIERS are mandatorily redeemable in cash equal to 100% of the liquidation preference (initially $25.00 per PIERS), plus any accrued and unpaid dividends.

        In May 2003, the Financial Accounting Standards Board issued Statement No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity." Statement 150 generally requires issuers to classify as liabilities (or assets in some circumstance) three classes of freestanding financial instruments that embody unconditional obligations of the issuer.

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        Generally, Statement 150 is effective for financial instruments entered into or modified after May 31, 2003 and is otherwise effective at the beginning of the first interim period beginning after June 15, 2003. We adopted the provisions of Statement 150 on July 1,2003.

        Statement 150 does not change the classification of our mandatorily redeemable preferred stock, because, under certain circumstances, we may require the holders of the PIERS to convert their PIERS into shares of our common stock prior to the redemption date. As such, the accretion of discount and declaration of dividends on the PIERS will continue to be reflected in determining net income (loss) applicable to common stock.

3.     Acquisition of Theme Parks

        On August 23, 2002, we acquired Jazzland (now known as Six Flags New Orleans), a theme park located outside New Orleans, for the assumption of $16.8 million of pre-existing liabilities of the park and aggregate cash payments of $5.4 million. The prior owner of the park had sought protection under the federal bankruptcy laws. We have agreed to invest in the park $25.0 million over the three seasons commencing with 2003. 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 on the acquisition date. We also own a separate 66 acre parcel appropriate for complementary uses. There were no costs in excess of the fair value of the net assets acquired. The transaction was accounted for as a purchase.

4.     Long-Term Indebtedness

        (a)   On April 1, 1998, Holdings issued at a discount $410,000,000 principal amount at maturity ($401,000,000 and $391,451,000 carrying value as of March 31, 2003 and December 31, 2002, respectively) of 10% Senior Discount Notes due 2008 (the "Senior Discount Notes") and $280,000,000 principal amount of 9¹/4% Senior Notes due 2006 (the "1998 Senior Notes"). The 1998 Senior Notes were redeemed in full on April 1, 2002. The redemption price was funded from a portion of the net proceeds of an offering by Holdings in February 2002 of $480,000,000 principal amount of 8⁷/8% Senior Notes due 2010 (the "2002 Senior Notes"). See Note 4(f). Due to the adoption of FASB Statement No. 145, the results for the second quarter of 2002 have been reclassified to reflect a gross loss of $19,047,000, together with a related tax benefit of $7,238,000, from this early extinguishment.

        In December 2002, we purchased $9,000,000 principal amount of Senior Discount Notes. On April 9, 2003, we commenced a tender offer for all $401.0 million outstanding Senior Discount Notes. On April 16, and May 8, 2003, we purchased an aggregate of $397,405,000 principal amount of Senior Discount Notes (99.1% of outstanding) pursuant to the tender offer. The balance of the Senior Discount Notes were redeemed on May 16, 2003. The tender offer price was funded by a portion of the proceeds of an offering by Holdings in April 2003 of $430,000,000 principal amount of 9³/4% Senior Notes due 2013 (the "2003 Senior Notes"). See Note 4(g). The redemption price was funded by the balance of such proceeds, together with cash on hand. A gross loss of $27,592,000 due to the early purchase and redemption of the Senior Discount Notes, together with a related $10,484,000 tax benefit, was recognized in the second quarter of 2003.

        (b)   On April 1, 1998, Six Flags Entertainment Corporation ("SFEC"), which was subsequently merged into Six Flags Operations Inc., issued $170,000,000 principal amount of 8⁷/8% Senior Notes (the "SFO Notes"). The SFO Notes were redeemed in full on April 1, 2002. The redemption price was funded from a portion of the proceeds of the offering of the 2002 Senior Notes. See Note 4(f). Due to the adoption of FASB Statement No. 145, the results for the second quarter of 2002 were reclassified to reflect a gross loss of $10,848,000, together with a related tax benefit of $4,122,000, from this early extinguishment.

        (c)   On November 5, 1999, Six Flags Theme Parks Inc., our indirect wholly-owned subsidiary ("SFTP"), entered into a senior credit facility (the "Credit Facility") which was amended and restated

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on July 8, 2002. As amended, the Credit Facility includes a $300,000,000 working capital revolving credit facility ($143,000,000 of which was outstanding at June 30, 2003), a $100,000,000 multicurrency reducing revolver facility (none of which was outstanding at June 30, 2003) and a $600,000,000 term loan (all of which was outstanding at June 30, 2003). Borrowings under the revolving credit facility (the "US Revolver") must be repaid in full for thirty consecutive days each year. The interest rate on borrowings under the Credit Facility can be fixed for periods ranging from one to six months. At our option the interest rate is based upon specified levels in excess of the applicable base rate or LIBOR. At June 30, 2003, the weighted average interest rates for borrowings under the US Revolver and term loan were 3.22% and 5.26%, respectively. The multicurrency facility permits optional prepayments and reborrowings and requires quarterly mandatory reductions in the initial commitment (together with repayments, to the extent that the outstanding borrowings thereunder would exceed the reduced commitment) of 2.5% of the committed amount thereof commencing on December 31, 2004, 5.0% commencing on March 31, 2006, 7.5% commencing on March 31, 2007 and 18.75% commencing on March 31, 2008. This facility and the U.S. Revolver terminate on June 30, 2008. The amended term loan facility requires quarterly repayments of 0.25% of the outstanding amount thereof commencing on September 30, 2004 and 24.0% commencing on September 30, 2008. The term loan matures on June 30, 2009. Under the amendment, the maturity of the term loan will be shortened to (i) December 31, 2006 if prior to such date we do not repay or refinance the 1999 Senior Notes (see Note 4(d)), (ii) August 1, 2008, if prior to such date we do not repay or refinance the 2001 Senior Notes (see Note 4(e)) and (iii) December 31, 2008, if prior to such date our outstanding preferred stock is not redeemed or converted into common stock. A commitment fee of ..50% of the unused credit of the facility is due quarterly in arrears. The principal borrower under the facility is SFTP, and borrowings under the Credit Facility are guaranteed by Holdings, Six Flags Operations and all of Six Flags Operations' domestic subsidiaries and are secured by substantially all of Six Flags Operations' domestic assets and a pledge of Six Flags Operations' capital stock.

        The Credit Facility contains restrictive covenants that, among other things, limit the ability of Six Flags Operations and its subsidiaries to dispose of assets; incur additional indebtedness or liens; repurchase stock; make investments; engage in mergers or consolidations; pay dividends (except that (i) dividends of up to $75.0 million in the aggregate may be from cash from operations (of which $8.9 million was dividended in 2002) to enable us to pay amounts in respect of any refinancing or repayment of our senior notes and (ii) subject to covenant compliance, dividends will be permitted to allow Holdings to meet cash interest obligations with respect to its Senior Notes, cash dividend payments on our PIERS and our obligations to the limited partners in Six Flags Over Georgia and Six Flags Over Texas (the "Partnership Parks") and engage in certain transactions with subsidiaries and affiliates. In addition, the Credit Facility requires that Six Flags Operations comply with certain specified financial ratios and tests.

        (d)   On June 30, 1999, Holdings issued $430,000,000 principal amount of 9³/4% Senior Notes due 2007 (the "1999 Senior Notes"). The 1999 Senior Notes are senior unsecured obligations of Holdings, are not guaranteed by subsidiaries and rank equal to the other Senior Notes of Holdings. The 1999 Senior Notes require annual interest payments of approximately $41,925,000 (9³/4% per annum) and, except in the event of a change in control of Holdings and certain other circumstances, do not require any principal payments prior to their maturity in 2007. The 1999 Senior Notes are redeemable, at Holdings' option, in whole or in part, at any time on or after June 15, 2003, at varying redemption prices beginning at 104.875% and reducing annually until maturity. In December 2002, we purchased $7,000,000 principal amount of the 1999 Senior Notes.

        The indenture under which the 1999 Senior Notes were issued limits the ability of Holdings and its subsidiaries to, among other things, dispose of assets; incur additional indebtedness or liens; pay dividends; engage in mergers or consolidations; and engage in certain transactions with affiliates.

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        (e)   On February 2, 2001, Holdings issued $375,000,000 principal amount of 9¹/2% Senior Notes due 2009 (the "2001 Senior Notes"). The 2001 Senior Notes are senior unsecured obligations of Holdings, are not guaranteed by subsidiaries and rank equal to the other Senior Notes of Holdings. The 2001 Senior Notes require annual interest payments of approximately $35,625,000 (9¹/2% per annum) and, except in the event of a change in control of Holdings and certain other circumstances, do not require any principal payments prior to their maturity in 2009. The 2001 Senior Notes are redeemable, at Holdings' option, in whole or in part, at any time on or after February 1, 2005, at varying redemption prices beginning at 104.75% and reducing annually until maturity. The indenture under which the 2001 Senior Notes were issued contains covenants substantially similar to those relating to the other Holdings Senior Notes.

        (f)    On February 11, 2002, Holdings issued $480,000,000 principal amount of the 2002 Senior Notes. The 2002 Senior Notes are senior unsecured obligations of Holdings, are not guaranteed by subsidiaries and rank equal to the other Holdings Senior Notes. The 2002 Senior Notes require annual interest payments of approximately $42,600,000 (8⁷/8% per annum) and, except in the event of a change in control of the Company and certain other circumstances, do not require any principal payments prior to their maturity in 2010. The 2002 Senior Notes are redeemable, at Holdings' option, in whole or in part, at any time on or after February 1, 2006, at varying redemption prices beginning at 104.438% and reducing annually until maturity. The indenture under which the 2002 Senior Notes were issued contains covenants substantially similar to those relating to the other Holdings Senior Notes. The net proceeds of the 2002 Senior Notes were used to fund the redemption of the 1998 Senior Notes (see Note 4(a)) and the SFO Notes (see Note 4(b)).

        (g)   On April 16, 2003, Holdings issued $430,000,000 principal amount of the 2003 Senior Notes. The 2003 Senior Notes are senior unsecured obligations of Holdings, are not guaranteed by subsidiaries and rank equal to the other Holdings Senior Notes. The 2003 Senior Notes require annual interest payments of approximately $41,925,000 (9³/4% per annum) and, except in the event of a change in control of the Company and certain other circumstances, do not require any principal payments prior to their maturity in 2013. The 2003 Senior Notes are redeemable, at Holdings' option, in whole or in part, at any time on or after April 15, 2008, at varying redemption prices beginning at 104.875% and reducing annually until maturity. The indenture under which the 2003 Senior Notes were issued contains covenants substantially similar to those relating to the other Holdings Senior Notes. All of the net proceeds of the 2003 Senior Notes were used to fund the tender offer and redemption of the Senior Discount Notes (see Note 4(a)).

5.     Commitments and Contingencies

        On April 1, 1998 we acquired all of the capital stock of SFEC for $976,000,000, paid in cash. In addition to our obligations under outstanding indebtedness and other securities issued or assumed in the Six Flags acquisition, we also guaranteed in connection therewith certain contractual obligations relating to the partnerships that own the two Partnership Parks, Six Flags Over Texas and Six Flags Over Georgia. Specifically, we guaranteed the obligations of the general partners of those partnerships to (i) make minimum annual distributions of approximately $52,200,000 (as of 2003 and subject to annual cost of living adjustments thereafter) to the limited partners in the Partnership Parks and (ii) make minimum capital expenditures at each of the Partnership Parks during rolling five-year periods, based generally on 6% of such park's revenues. Cash flow from operations at the Partnership Parks is used to satisfy these requirements first, before any funds are required from us. We also guaranteed the obligation of our subsidiaries to purchase a maximum number of 5% per year (accumulating to the extent not purchased in any given year) of the total limited partnership units outstanding as of the date of the agreements (the "Partnership Agreements") that govern the partnerships (to the extent tendered by the unit holders). The agreed price for these purchases is based on a valuation for each respective Partnership Park equal to the greater of (i) a value derived by

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multiplying such park's weighted-average four-year EBITDA (as defined in the Partnership Agreements) by a specified multiple (8.0 in the case of the Georgia park and 8.5 in the case of the Texas park) or (ii) $250.0 million in the case of the Georgia park and $374.8 million in the case of the Texas park. Our obligations with respect to Six Flags Over Georgia and Six Flags Over Texas will continue until 2027 and 2028, respectively.

        As we purchase units relating to either Partnership Park, we are entitled to the minimum distribution and other distributions attributable to such units, unless we are then in default under the applicable agreements with our partners at such Partnership Park. On June 30, 2003, we owned approximately 25% and 37%, respectively, of the limited partnership units in the Georgia and Texas partnerships. The units tendered in 2003 entailed an aggregate purchase price for both parks of approximately $5.7 million. The maximum unit purchase obligations for 2004 at both parks will aggregate approximately $184.4 million.

        We are a defendant in a purported class action litigation pending in California Superior Court for Los Angeles County. The master complaint, Amendarez v. Six Flags Theme Parks, Inc., was filed on November 27, 2001, combining five previously filed complaints. The plaintiffs allege that security and other practices at our park in Valencia, California, discriminate against visitors on the basis of race, color, ethnicity, national origin and/or physical appearance, and assert claims under California statutes and common law. They seek compensatory and punitive damages in unspecified amounts, and injunctive and other relief. There has been limited discovery on class issues, but the litigation has been stayed pending mediation; in the absence of a negotiated resolution, the litigation is expected to resume. If the litigation resumes, we intend to continue vigorously defending the case. We cannot predict the outcome, however, we do not believe it will have a material adverse effect on our consolidated financial position, results of operations or liquidity.

        We are party to various other legal actions arising in the normal course of business. Matters that are probable of having an unfavorable outcome to us and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, our estimate of the outcomes of such matters and our experience in contesting, litigating and settling similar matters. Our self-insurance retention for liability claims arising on and after November 15, 2002 is $2,000,000 per occurrence. The retention for liability claims arising in the prior twelve months is $1,000,000 per occurrence. There is generally no retention for earlier claims. None of the legal actions are believed by management to involve amounts that would be material to our consolidated financial position, results of operations, or liquidity after consideration of recorded accruals.

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6.     Investment in Theme Parks

        The following reflects the summarized results of the four parks (Six Flags Over Georgia, Six Flags Over Texas, Six Flags White Water Atlanta and Six Flags Marine World) managed by us during the three and six months ended June 30, 2003 and 2002.

        Our share of income from operations of the four theme parks for the three and six months ended June 30, 2003 was $8,799,000 and $1,531,000, respectively, prior to depreciation and amortization charges of $4,196,000 and $8,402,000, respectively, and third-party interest and other non-operating expenses of $652,000 and $1,272,000, respectively. Our share of income from operations of the four theme parks for the three and six months ended June 30, 2002 was $14,405,000 and $3,931,000, respectively, prior to depreciation and amortization charges of $3,694,000 and $7,791,000, respectively, and third-party interest and other non-operating expenses of $767,000 and $1,372,000, respectively. The following information reflects the reconciliation between the results of the four theme parks and the Company's share of the results:

        There is a substantial difference between the carrying value of our investment in the theme parks and the net book value of the theme parks. Prior to January 1, 2002 and the adoption of Statement 142 (see Note 1), the difference was being amortized over 20 years for the Partnership Parks and over the expected useful life of the rides and equipment installed by us at Six Flags Marine World. The

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following information reconciles our share of the net assets of the theme parks and our investment in the parks.

        At June 30, 2003, approximately $6.7 million of our aggregate investment in theme parks at that date represented our minority investment in the Madrid park. This investment did not contribute to the equity in operations of theme parks in the first six months of 2003 or 2002.

7.     Business Segments

        We manage our operations on an individual park location basis. Discrete financial information is maintained for each park and provided to our management for review and as a basis for decision making. The primary performance measure used in decisions about the allocation of resources is earnings before interest, tax expense, depreciation and amortization ("EBITDA") for each park.

        All of our parks provide similar products and services through a similar process to the same class of customer through a consistent method. As such, we have only one reportable segment—operation of theme parks.

        The following tables present segment financial information, a reconciliation of the primary segment performance measure to loss before income taxes and a reconciliation of theme park revenues to consolidated total revenues. Park level expenses exclude all noncash operating expenses, principally depreciation and amortization, and all non-operating expenses.

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        Eight of our parks are located in Europe, one is located in Mexico and one is located in Canada. The following information reflects our long-lived assets and revenue by domestic and foreign categories as of and for the first six months of 2003 and 2002.

        Long-lived assets include property and equipment, investment in theme parks and intangible assets.

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8.     Recently Issued Accounting Pronouncements

        In April 2002, the FASB issued Statement No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections." The Statement updates, clarifies and simplifies existing accounting pronouncements. As it relates to us, the statement eliminates the extraordinary loss classification on early debt extinguishments. Instead, the premiums and other costs associated with the early extinguishment of debt are now reflected in pre-tax results similar to other debt-related expenses, such as interest expense and amortization of issuance costs. The statement became effective on January 1, 2003 in our case. Upon adoption, we were required to reclassify the losses incurred in the second quarter of 2002 ($27.6 million, with a tax benefit of $11.4 million) as pretax items. The statement is also applicable to the tender offer and redemption of the Senior Discount Notes (see Note 4(a)). The adoption of this statement did not modify or adjust net income (loss) for any period and does not impact our compliance with any debt covenants.

        In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51." Interpretation No. 46 requires a company to consolidate a variable interest entity if the company has a variable interest (or combination of variable interests) that will absorb a majority of the entity's expected losses if they occur, receive a majority of the entity's expected residual returns if they occur, or both. A direct or indirect ability to make decisions that significantly affect the results of the activities of a variable interest entity is a strong indication that a company has one or both of the characteristics that would require consolidation of the variable interest entity. Interpretation No. 46 also requires additional disclosures regarding variable interest entities. The new interpretation is effective immediately for variable interest entities created after January 31, 2003, and was effective in the first interim or annual period beginning after June 15, 2003, for variable interest entities in which a company held a variable interest that it acquired before February 1, 2003. As a result, we adopted the provisions of the Interpretation on July 1, 2003. The adoption did not have a material impact on our consolidated results of operations. If we had adopted Interpretation No. 46 as of the beginning of the year, revenues would have increased by $87.5 million, expenses would have increased $95.6 million, and equity in operations of theme parks would have been zero for the six months ended June 30, 2003. See Note 6 to Notes to Consolidated Financial Statements which discusses the Partnership Parks and Six Flags Marine World. In future filings, the results of these parks will be consolidated as a result of the adoption of Interpretation No. 46.

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Item 2—Management's Discussion and Analysis of Financial Condition and Results of Operations

RESULTS OF OPERATIONS

General

        Results of operations for the three- and six month periods ended June 30, 2003 are not indicative of the results expected for the full year. In particular, our theme park operations contribute a significant majority of their annual revenue during the period from Memorial Day to Labor Day each year.

        The accompanying consolidated financial statements for the three and six months ended June 30, 2002 do not include the results of the New Orleans park, acquired in August of that year. The consolidated financial statements for the 2003 periods include the results of this park for the entire three- and six-month periods.

Critical Accounting Policies

        In the ordinary course of business, we make a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. Our Annual Report on Form 10-K for the year ended December 31, 2002 (the "2002 Form 10-K") discussed our most critical accounting policies. There have been no material developments with respect to any critical accounting policies discussed in the 2002 Form 10-K since December 31, 2002.

Three months ended June 30, 2003 vs. three months ended June 30, 2002

        Revenue in the second quarter of 2003 totaled $347.2 million compared to $347.8 million for the second quarter of 2002. The 0.2% decrease in revenues from consolidated operations in the 2003 period primarily reflects a decrease in attendance of 1.9% during the 2003 period, largely offset by a 1.7% increase in per capita revenue as well as the inclusion of the New Orleans park in the 2003 quarter. Excluding the New Orleans park, revenue decreased by $11.4 million (3.3%) in the 2003 quarter. We believe the attendance decrease reflects the impact of significantly above average rainfall and below average temperature in a number of key markets in May and June, together with the effects of a persistently weak economy, which affected both group sales attendance and individual visitations.

        Operating expenses for the second quarter of 2003 increased $4.5 million (3.4%) compared to expenses for the second quarter of 2002. Excluding the expenses at the New Orleans park, operating expenses in the 2003 period decreased $0.7 million as compared to the prior-year quarter.

        Selling, general and administrative expenses for the second quarter of 2003 increased $10.3 million (13.4%) compared to comparable expenses for the second quarter of 2002. Excluding the expenses at the New Orleans park, selling, general and administrative expenses in the 2003 quarter increased $8.1 million (10.5%) as compared to the prior-year period largely as a result of increased advertising expense in the quarter, reflecting mostly a shift from the first to the second quarter this year, and an increase in insurance expense.

        Costs of products sold in the 2003 period decreased slightly compared to costs for the 2002 period. As a percentage of theme park food, merchandise and other revenue, costs of products decreased slightly in the 2003 quarter from 19.7% in the 2002 period to 19.5% in the current-year quarter.

        Depreciation and amortization expense for the second quarter of 2003 increased $2.6 million compared to the second quarter of 2002. The increase compared to the 2002 level was attributable to additional expense associated with Six Flags New Orleans as well as our on-going capital program.

        Interest expense, net decreased $3.5 million compared to the second quarter of 2002, reflecting lower cost of funds. Expenses in the second quarter of 2003 relating to early repurchase of debt (which

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are now shown before giving effect to the related tax benefit and were formerly accounted for as an extraordinary loss and shown on a net basis) decreased by $2.3 million compared to the prior-year quarter. The expenses in both periods reflect the refinancing of public debt (see Note 4 to Notes to Consolidated Financial Statements).

        Equity in operations of theme parks reflects our share of the income of Six Flags Over Texas (37% effective Company ownership) and Six Flags Over Georgia, including White Water Atlanta (25% effective Company ownership), the lease of Six Flags Marine World and the management of all four parks. During the second quarter of 2003, the equity in operations of theme parks decreased $6.0 million compared to the second quarter of 2002, largely as a result of reduced revenues at three of those parks in the 2003 quarter.

        Income tax benefit was $10.3 million for the second quarter of 2003 compared to a $1.6 million benefit for the second quarter of 2002. The effective tax rate for the second quarter of 2003 and 2002 was 45.5% and 20.9%, respectively.

Six months ended June 30, 2003 vs. six months ended June 30, 2002

        Revenue in the first six months of 2003 totaled $381.6 million compared to $397.1 million for the six months of 2002. The 3.9% decrease in revenues from consolidated operations in the 2003 period reflects a decrease in attendance of 3.9% during the 2003 period, after the inclusion of the New Orleans park. Excluding the New Orleans park, revenue decreased by $26.4 million (6.7%) in the 2003 period and attendance was down by 7.2%. We believe the attendance decrease in the first six months of 2003 reflects the same economic and weather factors as the three month performance.

        Operating expenses for the first six months of 2003 increased $8.7 million (4.3%) compared to expenses for the comparable period of 2002. Excluding the expenses at the New Orleans park, operating expenses in the 2003 period increased $1.3 million (0.6%) as compared to the prior-year period primarily reflecting fringe benefit expense relating to pension and medical benefits.

        Selling, general and administrative expenses for the first six months of 2003 increased $5.1 million (4.5%) compared to comparable expenses for the first six months of 2002. Excluding the expenses at the New Orleans park, selling, general and administrative expenses in the 2003 period increased $2.2 million (2.0%) as compared to the prior-year period largely as a result of higher insurance expense.

        Costs of products sold in the 2003 period decreased by $1.4 million compared to costs for the prior-year period. As a percentage of theme park food, merchandise and other revenue, costs of products totaled 19.0% in both periods.

        Depreciation and amortization expense for the first six months of 2003 increased $5.1 million compared to the prior-year period. The increase compared to the 2002 level was attributable to additional expense associated with Six Flags New Orleans as well as our on-going capital program.

        Interest expense, net decreased $9.4 million compared to the first six months of 2002, reflecting lower cost of funds and the incurrence of additional interest expense in 2002 related to a new note issue, the proceeds of which were applied to retire other outstanding notes approximately 45 days after issuance of the new notes. Expenses in the first six months of 2003 relating to early repurchase of debt (which are now shown before giving effect to the related tax benefit and were formerly accounted for as an extraordinary loss and shown on a net basis) decreased by $2.3 million compared to the prior-year period. The expenses in both periods reflect the refinancing of public debt (see Note 4 to Notes to Consolidated Financial Statements).

        Equity in operations of theme parks reflects our share of the income of Six Flags Over Texas (37% effective Company ownership) and Six Flags Over Georgia, including White Water Atlanta (25% effective Company ownership), the lease of Six Flags Marine World and the management of all four

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parks. During the first six months of 2003, the equity in operations of theme parks decreased $2.9 million compared to the first six months of 2002, largely as a result of reduced revenues at two of those parks in the 2003 period.

        Income tax benefit was $81.6 million for the first six months of 2003 compared to a $70.9 million benefit for the comparable period of 2002. The effective tax rate for the first six months of 2003 and 2002 was 40.0% and 38.3%, respectively.

LIQUIDITY, CAPITAL COMMITMENTS AND RESOURCES

        At June 30, 2003, our total debt aggregated $2,481.7 million, of which approximately $148.4 million was scheduled to mature prior to June 30, 2004. Substantially all of the current portion of long-term debt represents borrowings under the working capital revolving credit component of our Credit Facility. Based on interest rates at June 30, 2003 for floating rate debt, and after giving effect to the interest rate swaps described herein, annual cash interest payments for 2003 on total debt at June 30, 2003 will aggregate approximately $183.0 million. In addition, annual dividend payments on our outstanding preferred stock are $20.8 million, payable at our option in cash or shares of Common Stock.

        Our debt at June 30, 2003 included $1,704.3 million of fixed-rate senior notes, with staggered maturities ranging from 2007 to 2013, $743.0 million under our Credit Facility and $34.4 million of other indebtedness. Our Credit Facility includes a $600.0 million term loan ($600.0 million outstanding at June 30, 2003); a $100.0 million multicurrency reducing revolver facility (none outstanding at that date) and a $300.0 million working capital revolver ($143.0 million outstanding at that date). The working capital revolving credit facility must be repaid in full for 30 consecutive days during each year and this facility terminates on June 30, 2008. The multicurrency reducing revolving credit facility, which permits optional prepayments and reborrowings, requires quarterly mandatory reductions in the initial commitment (together with repayments, to the extent that the outstanding borrowings thereunder would exceed the reduced commitment) of 2.5% of the committed amount thereof commencing on December 31, 2004, 5.0% commencing on March 31, 2006, 7.5% commencing on March 31, 2007 and 18.75% commencing on March 31, 2008 and this facility terminates on June 30, 2008. The term loan facility requires quarterly repayments of 0.25% of the outstanding amount thereof commencing on September 30, 2004 and 24.0% commencing on September 30, 2008. The term loan matures on June 30, 2009. Under the Credit Facility, the maturity of the term loan will be shortened to (i) December 31, 2006 if prior to such date we do not repay or refinance the 1999 Senior Notes (see Note 4(d)), (ii) August 1, 2008, if prior to such date we do not repay or refinance the 2001 Senior Notes (see Note 4(e)) and (iii) December 31, 2008, if prior to such date our outstanding preferred stock is not redeemed or converted into common stock. All of our outstanding preferred stock ($287.5 million liquidation preference) must be redeemed on August 15, 2009 (to the extent not previously converted into common stock). See Notes 4 and 2 to Notes to Consolidated Financial Statements for additional information regarding our indebtedness and preferred stock.

        At June 30, 2003, we had approximately $138.3 million of unrestricted cash and $240.0 million available under our Credit Facility.

        Due to the seasonal nature of our business, we are largely dependent upon our $300.0 million working capital revolving credit portion of our credit agreement in order to fund off season expenses. Our ability to borrow under the working capital revolver is dependent upon compliance with certain conditions, including financial ratios and the absence of any material adverse change. We are currently in compliance with all of these conditions. If we were to become unable to borrow under the facility, we would likely be unable to pay in full our off-season obligations. The working capital facility expires in June 2008. The terms and availability of our Credit Facility and other indebtedness would not be affected by a change in the ratings issued by rating agencies in respect of our indebtedness.

        During the six months ended June 30, 2003, net cash provided by operating activities was $7.3 million. Net cash used in investing activities in the first six months of 2003 totaled $23.2 million,

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consisting primarily of capital expenditures for the 2003 and 2004 seasons, offset in part by the maturity of the cash investments, which had previously been restricted. Net cash provided by financing activities in the first six months of 2003 was $116.5 million, representing primarily the borrowings under our working capital revolving facility as well as refinancing of our Senior Discount Notes (See Note 4(a) to Notes to Consolidated Financial Statements).

        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. These obligations continue until 2026, in the case of the Georgia park and 2027, in the case of the Texas park. Among such obligations are (i) minimum annual distributions (including rent) of approximately $52.2 million in 2003 (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 2003 approximately $16.9 million based on our ownership of approximately 25% of the Georgia partnership units and 37% of the Texas partnership units), (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 specified prices.

        We are making approximately $8.8 million of capital expenditures at these parks for the 2003 season, an amount in excess of the minimum required expenditure. Because we have not been required since 1998 to purchase a material amount of units, our maximum unit purchase obligation for both parks in 2004 will be an aggregate of approximately $184.4 million, representing approximately 35.0% of the outstanding units of the Georgia park and 26.1% of the outstanding units of the Texas park. The annual unit purchase obligation (without taking into account accumulation from prior years) aggregates approximately $31.0 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.

        Cash flows from operations at the Partnership Parks will be used to satisfy the annual distribution and capital expenditure requirements, before any funds are required from us. The two partnerships generated approximately $61.9 million of aggregate EBITDA during 2002. At June 30, 2003, we had total loans outstanding of $104.2 million to the partnerships that own these parks, primarily to fund the acquisition of Six Flags White Water Atlanta and to make capital improvements, which loans are included in our investment in theme parks. The balance of these loans at December 31, 2002 was also $104.2 million.

        By virtue of its acting as the managing general partner of the partnerships that own Six Flags Over Texas and Six Flags Over Georgia, one of our subsidiaries is legally liable for the obligations of each of those parks, including their indebtedness. Because we are presently required to account for our interests in those parks by the equity method of accounting, the obligations of the partnerships are not reflected as liabilities on our consolidated balance sheet. At June 30, 2003, these partnerships had outstanding $36.9 million of third-party indebtedness (including $7.6 million of borrowings under working capital revolving facilities at that date), of which $15.6 million (including the working capital facilities' borrowings) matures prior to June 30, 2004. We expect that cash flow from operations at each of the Partnership Parks will be adequate to satisfy its debt obligations.

        Our previous property insurance policies expired in September 2002 and our previous liability insurance policies expired in November 2002. The replacement insurance policies we obtained do not cover risks to property related to terrorist activities (which were not excluded from the prior property insurance policies), require higher premiums and have larger self insurance retentions than the previous policies. The current policies expire in September and November 2003. Due in large part to the continuing effects of the September 11, 2001 terrorist attack upon the insurance industry, 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, such as terrorism.

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        In addition to our debt and preferred stock obligations and our commitments to the partnerships that own Six Flags Over Texas and Six Flags Over Georgia discussed above, our contractual commitments include commitments for license fees to Warner Bros. and commitments relating to capital expenditures. License fees to Warner Bros. for our domestic parks aggregate $2.5 million annually through 2005. After that season, the license fee is payable based upon the number of domestic parks utilizing the licensed characters. The license fee relating to our international parks is based on percentages of the revenues of the international parks utilizing the characters. For 2002, license fees for our international parks aggregated $2.4 million. At June 30, 2003, we have prepaid approximately $6.5 million of the international license fees.

        Although we are contractually committed to make specified levels of capital expenditures at selected parks for the next several years, the vast majority of our capital expenditures in 2003 and beyond will be made on a discretionary basis. We plan on spending approximately $130.0 million on capital expenditures in 2003.

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

        We believe that, based on historical and anticipated operating results, cash flows from operations, available cash and available amounts under the credit agreement will be adequate to meet our future liquidity needs, including anticipated requirements for working capital, capital expenditures, scheduled debt and preferred stock requirements and obligations under arrangements relating to the Partnership Parks, for at least the next several years. We expect to refinance all or a portion of our existing debt on or prior to maturity or to seek additional financing. In addition, our anticipated cash flows could be materially adversely affected by the occurrence of certain of the risks described in "Business—Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2002. See "Available Information." In that case, we would need to seek additional financing.

        We may from time to time seek to retire our outstanding debt or PIERS through cash purchases and/or exchanges for securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on the prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Item 3—Quantitative and Qualitative Disclosures About Market Risk

        The information included in "Quantitative and Qualitative Disclosures About Market Risk" in Item 7A of our 2002 Annual Report on Form 10-K is incorporated herein by reference. Such information includes a description of our potential exposure to market risks, including interest rate risk and foreign currency risk. As of June 30, 2003, there have been no material changes in our market risk exposure from that disclosed in the 2002 Form 10-K.

Item 4—Controls and Procedures

        The Company's management evaluated, with the participation of the Company's principal executive and principal financial officers, the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of June 30, 2003. Based on their evaluation, the Company's principal executive and principal financial officers concluded that the Company's disclosure controls and procedures were effective as of June 30, 2003.

        There has been no change in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Company's fiscal quarter ended June 30, 2003, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II—OTHER INFORMATION

Items 1, 2, 3 and 5

        Not applicable.

Items 4—Submission of Matters to a Vote of Securityholders

        On May 28, 2003, the Company held its Annual Meeting of Stockholders. The number of shares of Common Stock represented at the Meeting either in person or by proxy, was 87,623,806 shares (94.6% of the outstanding shares of common stock). Two proposals were voted upon at the Meeting. The proposals and voting results were as follows:

1.

Proposal 1—Election of Directors

The following persons were elected as directors as follows:

2.

Proposal 2—Ratification of selection by the Company's Board of Directors of KPMG LLP as independent public accountants of the Company for the year ending December 31, 2003.

Item 6—Exhibits and Reports on Form 8-K

(a)

Exhibits

Exhibit 31.1    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b)

Reports on Form 8-K

Current Report on 8-K, dated April 9, 2003.
Current Report on 8-K, dated April 17, 2003.
Current Report on 8-K, dated May 13, 2003.
Current Report on 8-K, dated May 13, 2003.

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SIGNATURES

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

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QuickLinks

Item 1—Financial Statements

Item 2—Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3—Quantitative and Qualitative Disclosures About Market Risk
Item 4—Controls and Procedures

Items 1, 2, 3 and 5
Items 4—Submission of Matters to a Vote of Securityholders
Item 6—Exhibits and Reports on Form 8-K