Business Overview:

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

On June 30, 2006, we completed the acquisition of all the outstanding shares of capital stock of Paramount Parks, Inc. (“PPI”) from a subsidiary of CBS Corporation. Upon closing of the transaction, we acquired, indirectly through Magnum Management Corporation, a wholly owned subsidiary of Cedar Fair, the following amusement parks: Canada’s Wonderland near Toronto, Canada; Kings Island near Cincinnati, Ohio; Kings Dominion near Richmond, Virginia; Carowinds near Charlotte, North Carolina; and Great America located in Santa Clara, California. We also acquired Star Trek: The Experience, an interactive adventure in Las Vegas, and a management contract for Gilroy Gardens Family Theme Park in Gilroy, California. The acquisition represents a major strategic event in Cedar Fair’s history and is expected to result in cost synergies as well as future growth opportunities. The results of PPI operations have been included in the unaudited condensed consolidated financial statements from June 30, 2006, the date of the acquisition.

With this acquisition, we are now 18 distinct locations, covering a much larger and diversified footprint. In order to efficiently manage our properties and communicate our results going forward, we have created regional designations for our parks. The Northern Region, which is the largest, includes Cedar Point and the adjacent Soak City water park, Kings Island, Canada’s Wonderland, Dorney Park, Valleyfair, Geauga Lake and Michigan’s Adventure. The southern region includes Kings Dominion, Carowinds, Worlds of Fun and Oceans of Fun. Finally, our Western Region includes Knott’s Berry Farm, Great America and the Soak City water parks located in Palm Springs, San Diego and adjacent to Knott’s Berry Farm. This region also includes Star Trek: The Experience, an interactive adventure in Las Vegas and the management contract with Gilroy Gardens Family Theme Park in Gilroy, California.

Critical Accounting Policies:

This management’s discussion and analysis is based upon our unaudited condensed consolidated financial statements, which were prepared in accordance with accounting principles generally accepted in the United States of America. These principles require us to make judgments, estimates and assumptions during the normal course of business that affect the reported amounts in the unaudited condensed consolidated financial statements. Actual results could differ significantly from those estimates under different assumptions and conditions. The following discussion addresses our critical accounting policies, which are those that are most important to the portrayal of our financial condition and operating results and involve a higher degree of judgment and complexity (See Note 2 to our Consolidated Financial Statements for the year ended December 31, 2006, as included in the Form 10-K filed on March 1, 2007, for a complete discussion of our significant accounting policies).

Accounting for Business Combinations —Business combinations are accounted for under the purchase method of accounting. The amounts assigned to the identifiable assets acquired and liabilities assumed in connection with acquisitions are based on estimated fair values as of the date of the acquisition, with the remainder, if any, recorded as goodwill. The fair values are determined by management, taking into consideration information obtained during the due diligence process, valuations supplied by independent appraisal experts and other relevant information. The valuations are generally based upon future cash flow projections for the acquired assets, discounted to present value. The determination of fair values requires significant judgment both by management and outside experts engaged to assist in this process.

Property and Equipment —Property and equipment are recorded at cost. Expenditures made to maintain such assets in their original operating condition are expensed as incurred, and improvements and upgrades are capitalized. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. The composite method is used for the group of assets acquired as a whole in 1983, as well as for the groups of like assets of each subsequent business acquisition. The unit method is used for all individual assets purchased.

Self-Insurance Reserves —Reserves are recorded for the estimated amounts of guest and employee claims and expenses incurred each period that are not covered by insurance. These estimates are established based upon historical claims data and third-party estimates of settlement costs for incurred claims. These reserves are periodically reviewed for changes in these factors and adjustments are made as needed.

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Revenue Recognition —Revenues on multi-day admission tickets are recognized over the estimated number of visits expected for each type of ticket, and are adjusted at the end of each seasonal period. All other revenues are recognized on a daily basis based on actual guest spending at our facilities, or over the park operating season in the case of certain marina dockage revenues and certain sponsorship revenues.

Derivative Financial Instruments —Derivative financial instruments are only used within our overall risk management program to manage certain interest rate and foreign currency risks from time to time. We only have limited involvement with derivative financial instruments and do not use them for trading purposes.

The use of derivative financial instruments is accounted for according to SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” and related amendments. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the change in fair value of the derivative instrument is reported as a component of “Other comprehensive income (loss)” and reclassified into earnings in the period during which the hedged transaction affects earnings. Derivative financial instruments used in hedging transactions are assessed both at inception and quarterly thereafter to ensure they are effective in offsetting changes in the cash flows of the related underlying exposures.

Results of Operations:

Our results of operations for the three, six and twelve months ended June 24, 2007 and June 25, 2006 are not directly comparable due to the acquisition of PPI on June 30, 2006. Since material differences in our statements of operations are primarily due to this acquisition, we will also discuss operating results on a same-park basis compared to previous periods.

Second Quarter —

The following table presents key financial information for the three months ended June 24, 2007 and June 25, 2006:

Same-Park Comparison:

Operating results on a same-park basis for the second quarter ended June 24, 2007, reflect a total of 15 less operating days than the same period a year ago due to management’s decision to adjust certain parks’ operating schedules. The 15 fewer operating days included seven less operating days at Cedar Point and five less operating days at Geauga Lake. For the quarter, consolidated net revenues on a same-park basis increased 1%, or $1.2 million, to $146.6 million from $145.4 million in 2006. This increase was primarily due to a 5% increase in per capita spending across all of the parks, offset somewhat by a 3% decrease, or 105,000 visits, in attendance primarily in the southern and western regions. Out-of-park revenues, including resort hotels, decreased 3%, or $757,000, during the second quarter due largely to the reduction in operating days at Cedar Point and Geauga Lake.

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Excluding depreciation and amortization, total operating costs and expenses for the quarter, on a same-park basis, decreased 3% to $102.3 million from $105.5 million in 2006. The decrease in operating costs is attributable to the reduction in operating days for the quarter as well as our continued focus on bringing costs in line with attendance trends at our northern region parks, particularly at Geauga Lake. For the quarter, adjusted EBITDA (earnings before interest, taxes, depreciation, amortization and other non-cash costs), which management believes is a meaningful measure of the company’s park-level operating results, increased 11%, or $4.4 million, to $44.3 million from $39.9 million a year ago.

For the period, depreciation and amortization expense on a same-park basis increased $2.7 million, or 15%, due primarily to accelerated depreciation at Geauga Lake related to certain rides. After depreciation and amortization, operating income for the quarter on a same-park basis increased 8%, or $1.7 million, to $23.4 million from $21.7 million a year ago.

Combined Results:

On a combined basis including the results of the newly acquired parks, consolidated net revenues for the quarter were $274.0 million. Excluding depreciation and amortization, combined operating costs and expenses totaled $188.2 million, generating adjusted EBITDA of $85.8 million for the quarter. After depreciation and amortization, operating income for the quarter was $40.2 million compared with $19.9 million in 2006.

As we continue to integrate the acquired parks, we remain focused on realizing purchasing efficiencies, implementing a company personnel and wage structure and introducing new pricing and marketing programs. During the second quarter we successfully identified additional operating efficiencies through cost synergies at the new parks and continued to test various pricing and marketing programs.

Interest expense for the second quarter in 2007 compared to the same period in 2006 increased $28.2 million to $36.2 million, due principally to the acquisition of PPI. A credit for taxes of $1.7 million was recorded to account for the tax attributes of our corporate subsidiaries and publicly traded partnership (“PTP”) taxes during the second quarter of 2007. This compared to a provision for taxes of $0.8 million in the same period a year ago.

After interest expense and the credit for taxes, the net income for the period totaled $5.5 million, or $0.10 per diluted limited partner unit, compared with net income of $11.1 million, or $0.20 per unit, a year ago.

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Same-Park Comparison:

Operating results on a same-park basis for the six months ended June 24, 2007, reflect a total of 16 less operating days than the same period a year ago. Through the first half of the year consolidated net revenues on a same-park basis, increased 2% to $172.1 million from $169.4 million for the same period in 2006. The increase in revenues is due to a 5% increase in per capita spending across all of our parks, offset somewhat by a 3% decrease, or 92,000 visits, in combined attendance and a decrease of 3%, or $1.1 million, in out-of-park revenues, including resort hotels.

Excluding depreciation and amortization, total operating costs and expenses for the six months on a same-park basis decreased 3%, or $4.7 million, to $146.0 million from $150.7 million in 2006. The decrease in cash operating costs is primarily attributable to the decrease in operating days and a reduction in operating costs in our northern region, primarily at Geauga Lake. For the period, adjusted EBITDA on a same-park basis totaled $26.1 million, $7.4 million higher than last year, reflecting improved operating results in our northern and western region parks.

For the period, depreciation and amortization expense on a same-park basis increased $2.8 million, or 13%, due primarily to accelerated depreciation at Geauga Lake related to certain rides. After depreciation and amortization, operating income for the period on a same-park basis increased $4.6 million to $1.6 million versus an operating loss of $3.0 million a year ago.

Combined Results:

On a combined basis, consolidated net revenues for the six months were $304.0 million. Excluding depreciation and amortization, combined operating costs and expenses were $264.8 million versus $155.5 million for the same period in 2006. Adjusted EBITDA for the six-month period increased $25.4 million to $39.3 million. After depreciation and amortization, the operating loss for this period, on a combined basis, was $10.7 million compared with $7.8 million for the six months in 2006.

Interest expense over this same time increased approximately $54.4 million to $69.6 million, due to the acquisition of PPI. A credit for taxes of $31.0 million was recorded in 2007 to account for the tax attributes of our corporate subsidiaries and PTP taxes. This compares with a credit for taxes of $7.6 million for the same period in 2006.

After interest expense and provision for taxes, the net loss for the six months totaled $49.6 million, or $0.92 per diluted limited partner unit, compared with a net loss of $15.4 million, or $0.29 per unit, a year ago.

Twelve Months Ended June 24, 2007 —

The following table presents key financial information for the twelve months ended June 24, 2007 and June 25, 2006:

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Same-Park Comparison:

For the twelve months ended June 24, 2007, which included actual 2006 peak season operating results, net revenues on a same-park basis increased 1% to $567.9 million from $564.4 million for the twelve months ended June 25, 2006, which included actual 2005 peak season operating results. The increase in consolidated net revenues was the result of a 2% increase in guest per capita spending, a 1% decrease, or 132,000 visits, in combined attendance and out-of-park revenues which remained relatively unchanged.

For the twelve months ended June 25, 2007, operating costs and expenses, on a same-park basis before depreciation and amortization, decreased to $357.7 million from $363.9 million a year ago. This decrease in operating costs and expenses, combined with a slight increase in revenues, helped produce a 5%, or $9.7 million, increase in adjusted EBITDA for the period. For the twelve month period, depreciation and amortization expense on a same-park basis increased $3.8 million, or 7%, in part due to the accelerated depreciation at Geauga Lake related to ride transfers. After depreciation and amortization, operating income for the twelve month period increased 4% to $150.0 million compared to $144.0 million a year ago, on a same-park basis.

Combined Results:

On a combined basis, consolidated net revenues for the twelve months ended June 24, 2007, were $966.0 million. Excluding depreciation and amortization, combined operating costs and expenses were $630.5 million, generating adjusted EBITDA for the period of $335.6 million. After depreciation and amortization, operating income for the twelve months, on a combined basis, was $216.6 million compared with $134.6 million for the same period in 2006. The twelve months ended June 24, 2007 includes the operations of the PPI parks since their acquisition on June 30, 2006 and therefore, does not reflect a full year of operations by six operating days, the result of our fiscal month close.

Interest expense for the twelve month period increased $115.4 million to $143.5 million, due to the acquisition. During the period, we recorded a provision for taxes of $15.7 million to account for the tax attributes of our corporate subsidiaries and PTP taxes. This compares with a credit for taxes of $51.2 million a year ago, when we reversed $66.1 million of contingent liabilities related to PTP taxes during the third quarter of 2005. The twelve-month period ended June 24, 2007, also reflects $4.1 million of other expense of which the primary component was the recognition of a $4.7 million loss on the early extinguishment of debt during the period.

After interest expense and provision for taxes, net income for the twelve months ended June 24, 2007 was $53.3 million, or $0.97 per diluted limited partner unit, compared with net income of $157.7 million, or $2.87 per diluted limited partner unit, for the twelve months ended June 25, 2006.

July 2007 —

Based on preliminary July results, net revenues through the first seven months of the year increased 2%, or $5.2 million, to $329.8 million, on a same park basis. This increase reflects a 6% increase in average in-park guest per capita spending to $39.76, offset somewhat by a decrease in attendance of 3%, or 244,000 visits, and a decrease of 1%, or $472,000, in out-of-park revenues.

Including results from the PPI parks since their acquisition, consolidated net revenues through the first seven months of the year totaled $574.3 million compared with $426.6 million in 2006. Over this same period, combined attendance totaled 12.7 million visits in 2007 versus 9.7 million visits for the same period a year ago and average in-park guest per capita spending was $40.41 compared with $37.78. Out-of-park revenues through July totaled $60.3 million, up from $58.5 million for the first seven months of 2006. Over the past four weeks, consolidated revenues were down 1%, or $3.1 million, largely due to a 7% decrease in attendance, or 363,000 visits. The attendance shortfall was primarily due to changes in pricing methodologies including the elimination of many complimentary tickets. This decrease was substantially offset by a 5% increase in in-park per capita spending to $40.39 and a 3%, or $501,000, increase in out-of-park revenues.

Liquidity and Capital Resources:

We ended the second quarter of 2007 in sound financial condition in terms of both liquidity and cash flow. The negative working capital ratio (current liabilities divided by current assets) of 1.3 at June 24, 2007 is the result of our seasonal business and careful management of cash flow to reduce borrowings. Receivables and inventories are at normal seasonal levels and credit facilities are in place to fund current liabilities.

In June 2006, and as amended in August 2006, in connection with the acquisition of PPI we entered into a new $2.09 billion credit agreement with several banks and certain “Lenders” party thereto (the “Credit Agreement”). In February 2007, we took advantage of favorable market conditions and amended the Credit Agreement, reducing interest rate spreads on term borrowings under the agreement by 50 basis points (bps). The 50 bps reduction in interest rate is expected to save us approximately $8.0 million in cash interest costs annually.

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At the end of the quarter, we had $1.73 billion of variable-rate term debt and $146.7 million in borrowings under our revolving credit facilities. Of our total term debt, $17.5 million is scheduled to mature within the next twelve months.

In 2006, we entered into several interest rate swap agreements which effectively convert $1.0 billion of our variable-rate debt to a fixed rate of 7.6%. During the first quarter of 2007, we terminated two cross-currency swaps, which were effectively converting variable-rate debt related to our wholly owned Canadian subsidiary to fixed-rate debt, and received $3.9 million in cash upon termination. We replaced these swaps with two new cross-currency swap agreements, which effectively convert $268.7 million of term debt, and the associated interest payments, from U.S. dollar denominated debt at a rate of LIBOR plus 200 bps to 6.3% fixed-rate Canadian dollar denominated debt.

Credit facilities and cash flow from operations are expected to be sufficient to meet working capital needs, debt service, planned capital expenditures and regular quarterly cash distributions for the foreseeable future.

Off Balance Sheet Arrangements:

We have no significant off-balance sheet financing arrangements.

Forward Looking Statements

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

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