For the fiscal year ended: December 31, 2005

Commission file number 1-9444

Principal executive offices: One Cedar Point Drive, Sandusky, Ohio 44870-5259

Registrant's telephone number: (419) 626-0830

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [X ] No [ ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [ X ]

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ X ] Accelerated filer [ ] Non-accelerated filer [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.

Yes [ ] No [ X ]

The aggregate market value of Depositary Units held by non-affiliates of the Registrant based on the closing price of such units on June 24, 2005 of $32.10 per unit was approximately $1,683,793,000.

Number of Depositary Units representing limited partner interests outstanding as of March 1, 2006: 53,887,830

Part III of this Form 10-K incorporates by reference certain information from the Registrant's definitive proxy statement for its annual meeting of unitholders to be held in May 2006, which will be filed by the Registrant within 120 days after the close of its 2005 fiscal year.

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The Exhibit Index is located on page 43

Page 1 of 140 pages

ITEM 1. BUSINESS.

Cedar Fair, L.P., together with its affiliated companies, (the "Partnership") is a publicly traded Delaware limited partnership formed in 1987 and managed by Cedar Fair Management, Inc., an Ohio corporation whose shares are held by an Ohio trust (the "General Partner").

The Partnership owns and operates seven amusement parks: Cedar Point, located on Lake Erie between Cleveland and Toledo in Sandusky, Ohio; Knott's Berry Farm, located near Los Angeles in Buena Park, California; Dorney Park & Wildwater Kingdom ("Dorney Park"), located near Allentown in South Whitehall Township, Pennsylvania; Valleyfair, located near Minneapolis/St. Paul in Shakopee, Minnesota; Worlds of Fun in Kansas City, Missouri; Geauga Lake & Wildwater Kingdom ("Geauga Lake"), located near Cleveland in Aurora, Ohio; and Michigan's Adventure near Muskegon, Michigan. The parks are family-oriented, with recreational facilities for people of all ages, and provide clean and attractive environments with exciting rides and entertainment. The Partnership also owns and operates the Castaway Bay Indoor Waterpark Resort in Sandusky, Ohio, and five separate-gated outdoor water parks. Three of the outdoor water parks are located adjacent to Cedar Point, Knott's Berry Farm and Worlds of Fun, the fourth is located near San Diego, and the fifth is in Palm Springs, California. All principal rides and attractions at the amusement and water parks are owned and operated by the Partnership.

The Partnership's six seasonal amusement parks are generally open during weekends beginning in April or May, and then daily from Memorial Day until Labor Day, after which they are open during weekends in September and, in some cases, October. The five water parks also operate seasonally, generally from Memorial Day to Labor Day, plus some additional weekends before and after this period. As a result, virtually all of the operating revenues of these parks are derived during an approximate 130 to 140-day operating season. Both Knott's Berry Farm and Castaway Bay are open daily on a year-round basis. Each park charges a basic daily admission price, which allows unlimited use of most rides and attractions, with the exception of "RipCord," "Screamin' Swing," "X-Treme Trampoline," go-kart tracks, miniature golf courses and rock climbing attractions at several of the parks.

The demographic groups that are most important to the parks are young people ages 12 through 24 and families. Families are believed to be attracted by a combination of rides and live entertainment and the clean, wholesome atmosphere. Young people are believed to be attracted by the action-packed rides. During their operating seasons, the parks conduct active television, radio, and newspaper advertising campaigns in their major market areas geared toward these two groups.

Cedar Point, which was first developed as a recreational area in 1870, is located on a peninsula in Sandusky, Ohio bordered by Lake Erie and Sandusky Bay, approximately 60 miles west of Cleveland and 100 miles southeast of Detroit. Cedar Point is believed to be the largest seasonal amusement park in the United States, measured by the number of rides and attractions and the hourly ride capacity, and has been named the Best Amusement Park in the World for eight consecutive years by Amusement Today's international survey. It serves a six-state region in the Midwestern United States, which includes nearly all of Ohio and Michigan, western Pennsylvania and New York, northern West Virginia and Indiana, and southwestern Ontario, Canada. The park's total market area includes approximately 26 million people, and the major areas of dominant influence in this market area, which are Cleveland, Detroit, Toledo, Akron, Columbus, Grand Rapids, Flint, and Lansing, include approximately 15 million people.

The main amusement areas of Cedar Point consist of over two miles of midways, with more than 65 rides and attractions, including "Top Thrill Dragster," one of the world's tallest and fastest roller coasters, standing 420 feet tall and reaching speeds up to 120 mph; "Millennium Force," the world's top-rated steel roller coaster; "Magnum XL-200," "Raptor," "Wicked Twister," "Mantis" and "Mean Streak," which are among the world's tallest steel, inverted, "double-impulse," stand-up and wooden roller coasters, respectively; nine additional roller coasters; "Skyhawk," the world's tallest swing ride which is scheduled to open in 2006; "Power Tower," a 300-foot-tall thrill ride; four theaters featuring live entertainment shows performed by talented college students; "Snake River Falls," one of the world's tallest water flume rides; "Camp Snoopy," a family play-land themed around the popular "PEANUTS" comic strip characters; and "Snoopy's Summer Vacation," a family-oriented ice show featuring Snoopy and the other "PEANUTS" characters. In addition, the park offers more than 50 restaurants, fast food outlets and refreshment stands, including a Johnny Rockets restaurant; more than 40 gift and novelty shops; and more than 40 game stands.

Located adjacent to the park is "Soak City" water park, a separate-gated attraction that features more than 20 water rides and attractions, including "Splash Zone," a multi-story interactive play area; "Zoom Flume," a large water slide raft ride; twelve additional water slides; two river rafting rides; two children's activity areas; and a giant wave pool, as well as food and merchandise shops. "Challenge Park," which includes extra-charge attractions "RipCord," a free-fall ride from a height of more than 15 stories, "X-Treme Trampoline," two 18-hole themed miniature golf courses and two go-kart tracks, is also located adjacent to the park.

Cedar Point also owns and operates four hotel facilities. The park's only year-round hotel is Castaway Bay, an indoor water park resort, which is located at the Causeway entrance to the park. Castaway Bay features a tropical Caribbean theme with 237 hotel rooms centered around a 38,000-square-foot indoor water park. Highlighting the attractions in the water park is a 100,000-gallon wave pool; a 35-foot-high, 520-foot-long water roller coaster; a multi-story interactive play area with a 1,000-gallon bucket that empties on guests every few minutes; and numerous other water activities. In addition, the resort offers a state-of-the-art arcade, various dining and merchandising facilities, and a T.G.I. Friday's restaurant. The park's largest hotel, the historic Hotel Breakers, has more than 600 guest rooms, including 230 in the 10-story Breakers Tower. Hotel Breakers has various dining and lounge facilities, a private beach, lake swimming, a conference/meeting center and two outdoor pools. Breakers Tower has 18 tower suites with spectacular views, an indoor pool, and a TGI Friday's restaurant. Located near the Causeway entrance to the park is Breakers Express, a 350-room, limited-service seasonal hotel. In addition to the Hotel Breakers and Breakers Express, Cedar Point offers the lakefront Sandcastle Suites Hotel, which features 187 suites, a courtyard pool, tennis courts and the Breakwater Cafe, a contemporary waterfront restaurant.

Cedar Point also owns and operates the Cedar Point Marina, Castaway Bay Marina and Camper Village. Cedar Point Marina is one of the largest full-service marinas on the Great Lakes and provides dockage facilities for more than 740 boats, including floating docks and full guest amenities. In addition, Cedar Point Marina features a Famous Dave's Bar-B-Que restaurant and an upscale seafood restaurant, called Bay Harbor, both of which are accessible by the general public. Castaway Bay Marina is a full-service marina featuring 160 slips and full guest amenities. Camper Village includes campsites for more than 100 recreational vehicles and Lighthouse Point, an upscale camping area designed in a nautical New England style, which offers a total of 64 lakefront cottages, 40 cabins and 97 full-service recreation vehicle campsites.

The Partnership, through a wholly owned subsidiary, owns and operates the Cedar Point Causeway across Sandusky Bay. This Causeway is a major access route to Cedar Point. The Partnership also owns dormitory facilities located near the park that house up to 2,800 of the park's approximately 4,200 seasonal and part-time employees.

Knott's Berry Farm, located near Los Angeles in Buena Park, California, first opened in 1920 and was acquired by the Partnership late in 1997. The park is one of several year-round theme parks in Southern California and serves a total market area of approximately 20 million people centered in Orange County, and a large national and international tourism population.

Knott's Berry Farm is comprised of six distinctively themed areas, including "Ghost Town," "Wild Water Wilderness," "The Boardwalk," "Indian Trails," "Fiesta Village" and "Camp Snoopy." The park offers more than 40 rides and attractions, including "Silver Bullet," a 146-foot-tall inverted roller coaster; "Xcelerator," a world-class roller coaster; "Supreme Scream," a 300-foot-tall thrill ride; "Ghost Rider," one of the tallest, longest and fastest wooden roller coasters in the West; four additional roller coasters; "Bigfoot Rapids," a white water raft ride; "Timber Mountain Log Ride," one of the first log flume rides in the United States; a nostalgic train ride; an antique Dentzel carousel; an old-fashioned ferris wheel; a 2,100-seat theatre; a children's activity area themed with the popular "PEANUTS" comic strip characters; live entertainment shows in 22 indoor and outdoor theatre venues; and "Independence Hall," an authentic replica of the Philadelphia original, complete with a 2,075 pound Liberty Bell. In addition, there are more than 30 restaurants, fast food outlets and refreshment stands, including a Johnny Rockets restaurant that is new in 2006, and a number of gift shops, novelty shops and game areas in the park. Located just outside the park's gates is Knott's California Marketplace, a dining and shopping area that is accessible free of charge and features Mrs. Knott's Chicken Dinner Restaurant and a T.G.I. Friday's restaurant.

The park is also renowned for its seasonal events, including a special Christmas promotion, "Knott's Merry Farm," and a Halloween event called "Knott's Scary Farm," which has been held for more than 30 years and was named Best Halloween Event in the industry by Amusement Today's international survey in 2005.

The Partnership also owns and operates three water parks in California. Adjacent to the theme park is "Knott's Soak City-Orange County," a separate-gated seasonal water park that features more than 20 separate water rides and attractions, including 16 high-speed water slides; "Pacific Spin," a tornado-style water slide which is new for the 2006 season; a wave pool; a lazy river; a children's activity area; food and merchandise shops; and a second-story sundeck available for public dining and catered events. Just south of San Diego in Chula Vista, California is "Knott's Soak City-San Diego," which offers its guests more than 20 water rides and attractions, including 16 water slides; a wave pool; a tornado-style water slide, called "Pacific Spin," which is new for 2006; and a children's activity area, as well as numerous food and merchandise shops. "Knott's Soak City-Palm Springs" is a 16-acre seasonal water park, located in Palm Springs, California, that offers 20 separate water rides and attractions, including 13 water slides, a giant wave pool, a lazy river inner tube ride and a children's activity area, as well as various food and merchandise shops.

The Partnership also owns and operates the Knott's Berry Farm Resort Hotel, a 320-room, full-service hotel located adjacent to the park, which features a pool, tennis courts and meeting/banquet facilities.

Dorney Park, located near Allentown in South Whitehall Township, Pennsylvania, was first developed as a summer resort area in 1884, and was acquired by the Partnership in 1992. Dorney Park is one of the largest amusement parks in the Northeast and serves a total market area of approximately 35 million people. The park's major markets include Philadelphia, New Jersey, New York City, Lancaster, Harrisburg, York, Scranton, Wilkes-Barre, Hazleton and the Lehigh Valley.

Dorney Park features more than 75 rides and attractions, including "Hydra - The Revenge," one of the world's tallest and fastest floorless roller coasters; "Talon," one of the tallest and fastest inverted roller coasters in the world; "Dominator," a 200-foot-tall thrill ride; "Steel Force," one of the tallest and fastest steel roller coasters in the world; five additional roller coasters; "White Water Landing," one of the world's tallest water flume rides; "Thunder Canyon," a white-water rafting ride; "Camp Snoopy," a family play-land themed around the popular "PEANUTS" comic strip characters; live musical shows featuring talented college students; and an antique Dentzel carousel carved in 1921. Included in the price of admission is "Wildwater Kingdom," one of the largest water parks in the United States, which features more than 20 water slides, including "Patriot's Plunge," "Jumpin' Jack Splash," and "Aquablast," one of the longest elevated water slides in the world; two giant wave pools, one of which is scheduled to open in 2006; and two children's activity areas. In addition, there are more than 30 restaurants, fast food outlets and refreshment stands, and a number of gift shops, novelty shops and game areas located throughout the park.

Valleyfair, which opened in 1976 and was acquired by the Partnership's predecessor in 1978, is located near Minneapolis-St. Paul in Shakopee, Minnesota, and is the largest amusement park in Minnesota. Valleyfair's market area is centered in Minneapolis-St. Paul, which has a population of approximately two million, but the park also draws visitors from other areas in Minnesota and surrounding states with a combined population base of 8 million people.

Valleyfair offers more than 50 rides and attractions, including "Xtreme Swing," a giant, high-powered swing ride which will be new for the 2006 season; "Rip Tide," a suspended spinning thrill ride; "Steel Venom," a 185-foot-tall "double-impulse" coaster; "Power Tower," a 275-foot-tall thrill ride; "Wild Thing," one of the tallest and fastest steel roller coasters in the world; five additional roller coasters; a water park named "Whitewater Country," which includes "Hurricane Falls," a large water slide raft ride, and "Splash Station," a children's water park; "KidWorks," which is an indoor/outdoor children's activity area; a 430-seat indoor theatre for live show presentations; and "Challenge Park," an extra-charge attraction area that includes "RipCord," a free-fall ride from a height of more than 15 stories, a Can-Am-style go-kart track and a 36-hole themed miniature golf course. In addition, there are more than 20 restaurants, fast food outlets and refreshment stands, and a number of gift shops, novelty shops and game areas located throughout the park. Admission to "Whitewater Country" water park is included in admission to the amusement park.

Worlds of Fun, which opened in 1973, and Oceans of Fun, the adjacent water park that opened in 1982, were acquired by the Partnership in 1995. Located in Kansas City, Missouri, Worlds of Fun serves a total market area of approximately 7 million people centered in Kansas City, but also including most of Missouri, as well as portions of Kansas and Nebraska.

Worlds of Fun is a traditional amusement park themed around Jules Verne's adventure book Around the World in Eighty Days. The park offers more than 40 rides and attractions, including "Patriot," which is scheduled to open in 2006 and will be one of the world's tallest and fastest inverted roller coasters; "Boomerang," a 12-story-tall steel roller coaster; "MAMBA," one of the tallest and fastest roller coasters in the world; "Timber Wolf," a world-class wooden roller coaster; "Detonator," a 185-foot-tall thrill ride, which launches riders straight up its twin-tower structure; "Camp Snoopy," a family play-land featuring the popular "PEANUTS" comic strip characters; "RipCord," an extra-charge attraction that lifts riders to a height of more than 15 stories before dropping them back to earth in a free fall; "Monsoon," a water flume ride; "Fury of the Nile," a white-water rafting ride; and live musical shows. In addition, the park offers more than 25 restaurants, fast food outlets and refreshment stands, and a number of gift shops, novelty shops and game areas.

The park also features Worlds of Fun Village, an upscale camping area that offers overnight guest accommodations next to the park in 20 wood-side cottages, 22 log cabins and 80 deluxe RV sites. Also, included within the Village is a clubhouse with a swimming pool and arcade games.

Oceans of Fun, which requires a separate admission fee, is located adjacent to Worlds of Fun and features a wide variety of water attractions including "Paradise Falls," a large interactive play area geared toward the whole family; "Hurricane Falls," a large water slide raft ride; "The Typhoon," one of the world's longest dual water slides; a giant wave pool; and several children's activity areas, including "Crocodile Isle," as well as food and merchandise shops.

Geauga Lake, near Cleveland, Ohio, was first developed as a recreational area in 1888, and was acquired by the Partnership in April of 2004. This family-oriented amusement/water park serves a total market area of approximately 17 million people. The park's major markets include Cleveland/Akron, Youngstown and Pittsburgh.

Geauga Lake features more than 50 rides and attractions, including "X-Flight," a flying coaster that guides riders on a thrilling flying experience laying down; "Dominator," the world's longest floorless coaster; the "Big Dipper" and seven additional roller coasters; "KidWorks," which is an indoor/outdoor children's activity area; a 3D/4D movie theater; various live shows featuring talented college students; and extra-charge attractions that include "RipCord," go-karts and a trampoline jump. In addition, there are more than 30 restaurants, fast food outlets and refreshment stands, and a number of gift shops, novelty shops and game areas located throughout the park. Also included in the price of admission is a 20-acre water park, "Wildwater Kingdom," which includes a 60-foot-tall tornado slide; an activity pool; an action river; a children's area with a multi-story interactive play structure; and new for 2006, a 30,000-square-foot wave pool. In addition, the park offers more than 25 restaurants, fast food outlets and refreshment stands, and a number of gift shops, novelty shops and game areas.

Located adjacent to the park are the 145-room Geauga Lake Hotel and the Geauga Lake Campgrounds, which features 300 developed campsites. Both the hotel and campgrounds are owned and operated by the Partnership.

Michigan's Adventure, which was acquired by the Partnership in 2001, is the largest amusement park in Michigan. Located near Muskegon, Michigan, the park serves a total market area of approximately 5 million people, principally from central and western Michigan and eastern Indiana.

Michigan's Adventure offers guests more than 50 rides and attractions, including "Shivering Timbers," one of the world's highest-rated wooden roller coasters; the "Wolverine Wildcat" wooden coaster; four additional roller coasters; "Grand Rapids," a 1,500-foot-long river rapids ride which will be new for 2006; an eight-story-tall gondola wheel; "Adventure Falls" water ride; "RipCord," an extra-charge attraction that lifts riders to a height of more than 15 stories before dropping them back to earth in a free fall; and "Wild Water Adventure," a water park featuring more than 20 water rides and attractions, including three wave action pools, a 612-foot-long water slide adventure, the "Mineshaft" inner tube ride and a lazy river. Admission to "Wild Water Adventure" water park is included in admission to the amusement park. In addition, there are a number of restaurants, fast food outlets and refreshment stands, a Coasters restaurant opening in 2006, and a number of gift shops, novelty shops and game areas located throughout the park.

During the operating season, the Partnership carries significant receivables and inventories of food and merchandise, as well as payables and payroll-related accruals. Amounts are substantially reduced in non-operating periods. Seasonal working capital needs are met with a revolving credit facility, which is established at a level sufficient to accommodate the Partnership's peak borrowing requirements in April and May as the seasonal parks complete preparations for opening. Revolving credit borrowings are reduced daily with the Partnership's strong positive cash flow during the seasonal operating period.

The Partnership believes that annual park attendance is influenced to some extent by the investment in new attractions from year to year. Capital expenditures are planned on a seasonal basis with the majority of such capital expenditures made in the period from October through May, prior to the beginning of the peak operating season. Capital expenditures made in a calendar year may differ materially from amounts identified with a particular operating season because of timing considerations such as weather conditions, site preparation requirements and availability of ride components, which may result in accelerated or delayed expenditures around calendar year-end.

In general, the Partnership competes with all phases of the recreation industry within its primary market areas of Cleveland, Detroit, Los Angeles, San Diego, Philadelphia, New Jersey, Minneapolis-St. Paul, and Kansas City, including several other amusement/theme parks in the Partnership's market areas. The Partnership's business is subject to factors generally affecting the recreation and leisure market, such as economic conditions, changes in discretionary spending patterns and weather conditions.

In Cedar Point's major markets, its primary amusement park competitors are Paramount's Kings Island in southern Ohio and the Partnership's other park, Geauga Lake, near Cleveland.

In Southern California, Knott's Berry Farm's primary amusement/theme park competitors are Disneyland and Disney's California Adventure, which are approximately 10 minutes away, Universal Studios, approximately 40 minutes away, and Six Flags Magic Mountain, approximately 75 minutes away. The San Diego Zoo and Sea World-San Diego are located approximately 90 minutes from Knott's. LEGOLAND, a children's park, is located approximately 70 minutes away in Carlsbad, California.

Dorney Park has a number of competitors, with Hershey Park in central Pennsylvania and Six Flags Great Adventure in New Jersey being the major competitors in its market area.

In Worlds of Fun's major markets, its primary amusement park competitors are Six Flags Over Mid-America in eastern Missouri and Silver Dollar City in southern Missouri.

In Geauga Lake's major markets, its primary amusement park competitors are the Partnership's other park, Cedar Point in Sandusky, Ohio, and Kennywood in Pittsburgh, Pennsylvania. These parks are located approximately 90 miles and 120 miles, respectively, from the park.

Michigan's Adventure competes in northern Indiana with Six Flags Great America, which is located approximately 250 miles away in Gurnee, Illinois, and with the Partnership's other park, Cedar Point.

The principal competitive factors in the amusement park industry include the uniqueness and perceived quality of the rides and attractions in a particular park, its proximity to metropolitan areas, the atmosphere and cleanliness of the park, and the quality and variety of the food and entertainment available. The Partnership believes that its amusement parks feature a sufficient quality and variety of rides and attractions, restaurants, gift shops and family atmosphere to make them highly competitive with other parks.

All rides are run and inspected daily by both the Partnership's maintenance and ride operations personnel before being put into operation. The parks are also periodically inspected by the Partnership's insurance carrier and, at Cedar Point, Knott's Berry Farm, Dorney Park, Geauga Lake, Worlds of Fun and Michigan's Adventure, by state ride-safety inspectors.

The Partnership has approximately 1,300 full-time employees. During the operating season, Cedar Point, Dorney Park, Valleyfair, Worlds of Fun, Geauga Lake and Michigan's Adventure have approximately 4,200, 1,800, 1,500, 1,700, 2,000 and 1,100 seasonal and part-time employees, respectively, most of whom are high school and college students. Knott's Berry Farm hires approximately 2,100 seasonal employees for peak periods and 500 part-time employees who work year-round. Approximately 2,800 of Cedar Point's seasonal employees and 400 of Valleyfair's seasonal employees live in dormitories owned by the Partnership. The Partnership maintains training programs for all new employees and believes that its relations with its employees are good.

Copies of the Partnership's annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K and all amendments to those reports as filed or furnished with the Securities and Exchange Commission are available without charge upon written request to the Partnership's Investor Relations Office or through our web site (www.cedarfair.com).

You may read and copy any materials filed with the SEC at the SEC's Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site at www.sec.gov that contains the Partnership's reports, proxy statements and other information.

Our parks compete with other amusement, water and theme parks and with other types of recreational activities and forms of entertainment, including movies, sports events, restaurants and vacation travel. Our business is also subject to factors that generally affect the recreation and leisure industries and are not within our control. Such factors include, but are not limited to, general economic conditions and changes in consumer tastes and spending habits. In particular, we believe that regional economic conditions can have an impact on attendance figures and guest spending patterns at our parks, in that, difficult economic conditions can disproportionately affect different segments of our target customers within our core markets. Both attendance and guest per capita spending at our parks are key drivers of our revenues and profitability, and reductions in either can directly and negatively affect revenues and profitability.

Because most of the attractions at our parks are outdoors, attendance at our parks can be adversely affected by bad or extreme weather and also can be adversely affected by forecasts of bad or mixed weather conditions.

A principal competitive factor for an amusement park is the uniqueness and perceived quality of its rides and attractions in a particular market area. Accordingly, the regular addition of new rides and attractions is important, and a key element of our revenue growth is strategic capital spending on new rides and attractions. Any construction delays or ride down-time can adversely affect our attendance and our ability to realize revenue growth.

Lower attendance may result from various local events, natural disasters or terrorist activities, all of which are outside of our control.

All of our amusement parks feature thrill rides. There are inherent risks involved with these attractions, and an accident or a serious injury at any of our amusement parks may reduce attendance and result in decreased revenues. In addition, accidents or injuries at parks operated by our competitors may influence the general attitudes of amusement park patrons and adversely affect attendance at our amusement parks.

Six of our amusement parks are seasonal, generally operating only during a portion of May, then daily from Memorial Day through Labor Day, and during weekends in September and, in some cases, October. Our water parks also operate seasonally, generally from Memorial Day through Labor Day and during some additional weekends before and after that period. Most of our revenues are generated during this 130 to 140-day annual operating season. As a result, when conditions or events described as 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 upon our revenues.

Our success depends in part upon a number of key employees, including our senior management team, whose members have been involved in the amusement park industry for an average of more than 20 years. The loss of the services of our key employees could have a materially adverse effect on our business. With the exception of our Chief Executive Officer, we do not have employment agreements with our key employees.

The agreements governing our senior notes and our revolving credit facility include covenants that under some circumstances could limit, among other things, our ability to: incur additional debt; create liens; make certain investments; consolidate or transfer assets; and enter into certain transactions with our affiliates.

Our debt agreements also require us to maintain specified financial ratios and satisfy certain other financial tests. A breach of any of these covenants could result in an event of default under our debt agreements. If an event of default occurs, our lenders could elect to cause our outstanding debt to become immediately due and payable, requiring it to be refinanced under market conditions at that time.

As a result of our historically strong cash flow and the increasing cash distributions to our unitholders since our initial public offering in 1987, we believe that investors may value our Units based on their yield. In the event of a rise in the prevailing interest rates for similar securities, our Units may be perceived to become less attractive and the market price of our Units may be affected. This in turn could limit our ability to use our Units to raise capital for future expansion or acquisitions.

ITEM 2. PROPERTIES.

Cedar Point and Soak City are located on approximately 365 acres owned by the Partnership on the Cedar Point peninsula in Sandusky, Ohio. The Partnership also owns approximately 100 acres of property on the mainland adjoining the approach to the Cedar Point Causeway. The Breakers Express hotel, the Castaway Bay Waterpark Resort and adjoining TGI Friday's restaurant, Castaway Bay Marina and two seasonal-employee housing complexes are located on this property.

The Partnership controls, through ownership or an easement, a six-mile public highway and owns approximately 38 acres of vacant land adjacent to this highway, which is a secondary access route to Cedar Point and serves about 250 private residences. The roadway is maintained by the Partnership pursuant to deed provisions. The Cedar Point Causeway, a four-lane roadway across Sandusky Bay, is the principal access road to Cedar Point and is owned by a subsidiary of the Partnership.

Knott's Berry Farm and Knott's Soak City are situated on approximately 160 acres and 13 acres, respectively, virtually all of which have been developed. Knott's Soak City-San Diego is located on 65 acres, of which 32 acres have been developed and 33 acres remain available for future expansion. Knott's Soak City-Palm Springs is located on 21 acres, of which 16 acres have been developed and 5 acres remain available for future expansion.

Dorney Park is situated on approximately 200 acres, of which 170 acres have been developed and 30 acres remain available for future expansion.

At Valleyfair, approximately 115 acres have been developed, and approximately 75 additional acres remain available for future expansion.

Worlds of Fun is located on approximately 350 acres, of which 253 acres have been developed and 97 acres remain available for future expansion.

Geauga Lake is situated on approximately 670 acres, of which 375 acres have been developed, approximately 200 acres are restricted from use under environmental conditions, and 75 acres remain available for future expansion.

Michigan's Adventure is situated on approximately 235 acres, of which 80 acres have been developed and 155 acres remain available for future expansion.

The Partnership, through its subsidiary Cedar Point of Michigan, Inc., also owns approximately 450 acres of land in southern Michigan.

All of the Partnership's property is owned in fee simple without encumbrance. The Partnership considers its properties to be well maintained, in good condition and adequate for its present uses and business requirements.

ITEM 3. LEGAL PROCEEDINGS.

The Partnership is involved in various claims and routine litigation incidental to its business. The Partnership believes that these claims and proceedings are unlikely to have a material adverse effect on the Partnership's financial statements.

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

None.

Cedar Fair, L.P. Depositary Units representing limited partner interests are listed for trading on The New York Stock Exchange under the symbol "FUN." As of February 28, 2006, there were approximately 10,200 registered holders of Cedar Fair, L.P. Depositary Units, representing limited partner interests, including 5,000 participants in the Partnership's distribution reinvestment plan. Attention is directed to Note 5 in "Notes to Consolidated Financial Statements" for information regarding the Partnership's equity incentive plans. The cash distributions declared and the high and low prices of the Partnership's units are shown in the table below:

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. The fixed nature of these costs makes attendance a key factor in the profitability of each park. Results of operations include Geauga Lake since its acquisition in April of 2004.

The table below presents certain financial data expressed as a percent of total net revenues and selective statistical information for the periods indicated.

Management's Discussion and Analysis of Financial Condition and Results of Operations is based upon our consolidated financial statements, which were prepared in accordance with accounting principles generally accepted in the United States of America. These principles require us to make judgments, estimates and assumptions during the normal course of business that affect the amounts reported in the consolidated financial statements and related notes. 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 a complete discussion of our significant accounting policies). Application of the critical accounting policies described below involves the exercise of judgment and the use of assumptions as to future uncertainties, and, as a result, actual results could differ from these estimates and assumptions. In addition, other companies may utilize different estimates and assumptions, which may impact the comparability of our results of operations to similar businesses.

Buildings, rides and equipment are depreciated over their estimated useful lives on a straight-line basis over each park's operating season. Expenditures made to maintain such assets in their original operating condition are expensed as incurred, and improvements and upgrades are capitalized. The composite method of depreciation is used for assets obtained together in an acquisition of a business. Under this method, groups of related assets are depreciated over composite average lives as a whole rather than individually. This method is used in acquisitions because it is very difficult to accurately estimate the remaining useful lives of individual assets that have been acquired, installed and maintained by others over varying time periods.

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.

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.

Consolidated net revenues in 2005 increased 5%, or $26.7 million, to $568.7 million. The increase in net revenues was the result of a 1% increase in combined attendance across our 12 properties (to 12.7 million from 12.6 million in 2004), a 3% increase in average in-park guest per capita spending (to $37.68 from $36.59 in 2004), and a 12%, or $10.2 million, increase in out-of-park revenues. Although combined attendance increased only 1%, or approximately 100,000 visits, in-park revenues increased approximately $16.5 million on the strength of improved average in-park guest per capita spending. The increase in out-of-park revenues was due to the first full-year performance of the Castaway Bay Indoor Waterpark resort, as well as improved results at our Knott's Berry Farm Resort Hotel and the introduction of a new T.G.I. Friday's restaurant at Knott's in July of 2005.

The increase in attendance in 2005 was led by strong performances from Dorney Park and Michigan's Adventure, both of which introduced successful new attractions this season, and our two Midwest water parks, which benefited from a hot, dry summer. These gains helped offset attendance shortfalls at our Cedar Point, Valleyfair and Worlds of Fun amusement parks. For the year, combined attendance at our seven amusement parks was unchanged at 11.3 million guests, and attendance at our five water parks totaled 1.5 million guests, up 7% between years. The 3% increase in our average in-park guest per capita spending level in 2005 was principally due to increased admission revenues at our amusement parks.

Excluding depreciation and all other non-cash charges, total operating costs and expenses in 2005 increased 1.5%, or $5.5 million, to $374.5 million from $369.0 million in 2004. This was primarily due to the additional operating costs and expenses of Geauga Lake, which was acquired in April 2004, and the incremental operating costs of Castaway Bay, which opened in November 2004. As a percent of revenues, operating costs decreased between years. After depreciation and a $1.1 million non-cash charge for unit options, operating income in 2005 increased 17% to $137.3 million from $117.8 million a year ago. This increase is primarily attributable to the strong results at Knott's Berry Farm and Dorney Park.

Because we strongly emphasize generating cash flow for distributions to our unitholders, a meaningful measure of our operating results is adjusted EBITDA, which represents earnings before interest, taxes, depreciation, and other non-cash charges and credits (for additional information regarding adjusted EBITDA, see Note 4 in Item 6, "Selected Financial Data," on page 14). In 2005, adjusted EBITDA increased 12%, or $21.2 million, to $194.2 million, in large part due to improved operating results at Knott's Berry Farm. Increased attendance and strong operating results at Dorney Park and Michigan's Adventure also contributed nicely. Our consolidated adjusted EBITDA margin in 2005 increased to 34.1% from 31.9% in 2004, with adjusted EBITDA margins improving at all of our parks due to a continued focus on controlling operating costs and expenses.

In 2002, we recorded a $7.6 million non-cash charge related to the change in fair value of two of our interest rate swap agreements that could not be designated as effective hedges under the applicable accounting rules. This amount reversed into income over the life of the swaps as they continued to serve the purpose of leveling cash interest costs. In 2005, we recognized a non-cash credit of $459,000 for the change in fair value of the swaps as they expired in the first quarter. This compared to a non-cash credit of $4.5 million in 2004. These amounts are aggregated with interest expense in the accompanying table.

After non-cash credits, interest expense and provision for taxes, net income for the period totaled $160.9 million, or $2.93 per diluted limited partner unit, compared to net income of $78.3 million, or $1.47 per unit, a year ago.

Reflected in the 2005 provision for taxes is the reversal of $62.6 million of contingent liabilities recorded in prior years related to publicly traded partnership (PTP) taxes. The accrual was established when the PTP taxes first came into effect, because we could not be certain at that time how the taxes would be applied. Now after a number of years of filing returns, we have a fair amount of evidence as to how the taxes are imposed, including the completion of examinations of our tax filings. Based on this evidence, we determined that the prior years' accruals were no longer required and have reversed the $62.6 million of contingent liabilities back into income in 2005. The adjustment to the PTP tax accrual, which was offset somewhat by PTP taxes payable for the year and the impact of the tax attributes of our corporate subsidiaries, resulted in a net tax benefit of $49.3 million in 2005. It is important to note that since this is a reversal of a previously recorded accrual, it has no affect on our cash flow in the current period. Excluding the impact of reversing the PTP tax accrual and computing a 2005 accrual consistent with the treatment applied in 2004, net income for the year would have been $87.6 million, or $1.59 per diluted limited partner unit, up $9.3 million, or 12%, from 2004.

2004 vs. 2003

Net revenues in 2004 increased 6%, or $32.0 million, to $542.0 million. The increase in net revenues was the result of a 3% increase in combined attendance across our 12 properties (to 12.6 million from 12.2 million in 2003), a 3% increase in average in-park guest per capita spending (to $36.59 from $35.48 in 2003), and a 5% increase in out-of-park revenues. The increase in out-of-park revenues was primarily driven by improvement in occupancy levels at our resort hotels at Cedar Point. Excluding results from the acquisition of Geauga Lake, net revenues in 2004 would have increased 2%, or $7.5 million, on a 3% decrease in combined attendance, a 3% increase in average in-park guest per capita spending, and a 4% increase in out-of-park revenues.

In 2004, the addition of Geauga Lake, along with a strong year at Knott's Berry Farm, offset soft attendance numbers at some of our seasonal amusement parks resulting from inconsistent weather during the peak summer months and a moderate capital program. Good weather, together with favorable tourism and pricing trends in the Southern California market, contributed to Knott's strong performance. For the year, combined attendance at our seven amusement parks totaled 11.3 million guests, up 5% from 2003. Excluding the impact of Geauga Lake, combined attendance at our amusement parks would have decreased 1% to 10.6 million. At our five water parks, the comparisons entering 2004 were very difficult following record performances at several of the parks in 2003. For the full year, combined attendance at our five water parks totaled 1.4 million guests, down 11% from 2003, with the majority of that decrease coming at Oceans of Fun in Kansas City, where temperatures stayed well below average all summer long. The 3% increase in our average in-park guest per capita spending level in 2004 was due to solid improvements in guest spending on admissions and foods, as well as a shift in the mix of attendance away from lower per capita parks, such as our water parks.

Excluding depreciation and all other non-cash charges, total operating costs and expenses in 2004 increased 10%, or $34.7 million, to $369.0 million from $334.3 million in 2003. This increase was largely due to the acquisition of Geauga Lake. Excluding operations at Geauga Lake, total cash operating costs and expenses for 2004 would have increased only 2%, or $6.2 million, from 2003, and all operating costs as a percent of revenues remained relatively level between years.

In 2004, adjusted EBITDA decreased 2%, or $2.7 million, to $173.0 million, due entirely to an adjusted EBITDA loss of $4.0 million generated at Geauga Lake during the period subsequent to its acquisition (for additional information regarding adjusted EBITDA, see Note 4 in Item 6, "Selected Financial Data," on page 14). Excluding the impact of Geauga Lake, adjusted EBITDA would have increased 1%, or $1.3 million, to $177.0 million in 2004, due primarily to increases in average in-park guest per capita spending and out-of-park revenues. Our consolidated adjusted EBITDA margin in 2004 decreased to 31.9% from 34.4% in 2003, due almost entirely to the impact of Geauga Lake's operations and its adjusted EBITDA loss of $4.0 million. Excluding Geauga Lake, our consolidated adjusted EBITDA margin remained relatively comparable between years at 34.2%.

In 2003, we began accounting for unit options using the fair value method under SFAS No. 123, "Accounting for Stock Based Compensation." In 2004, we recorded a $4.5 million non-cash charge for unit options, compared to a charge of $5.9 million in 2003.

In 2004, we recognized a non-cash credit of $4.5 million for the change in fair value during the year of the two interest rate swap agreements that could not be designated as effective hedges, which compared to a non-cash credit of $2.7 million in 2003. These amounts are aggregated with interest expense in the accompanying table.

After these non-cash items, and interest expense and provision for partnership taxes, both of which were up between years due to the Geauga Lake acquisition, net income for 2004 decreased $7.6 million to $78.3 million, or $1.47 per diluted limited partner unit, from $85.9 million, or $1.67 per unit, in 2003.

We ended 2005 in sound financial condition in terms of both liquidity and cash flow. The negative working capital ratio (current liabilities divided by current assets) of 3.2 at December 31, 2005 is the result of our highly seasonal business and careful management of cash flow to reduce borrowings. Receivables and inventories are at normally low seasonal levels and credit facilities are in place to fund current liabilities, capital expenditures and pre-opening expenses as required.

Net cash from operating activities in 2005 increased $12.3 million, or 8%, to $160.5 million from $148.2 million in 2004. This increase reflects an increase in operating profit of $19.5 million between years, offset by changes in working capital and higher cash interest payments.

In 2004, net cash from operating activities increased $13.2 million, or 10%, from the previous year. This increase was primarily due to normal fluctuations in current liabilities and accrued taxes, offset by a decrease in net income of $7.6 million. The acquisition of Geauga Lake, combined with the timing of payments of liabilities, contributed to the increase in current liabilities and accrued taxes.

Investing activities consist principally of acquisitions and capital investments we make in our amusement parks and resort properties. During 2005, net cash used for investing activities totaled $75.7 million, compared to $220.1 million in 2004, which included $144.3 million for the acquisition of Geauga Lake. Excluding the acquisition of Geauga Lake, capital expenditures remained comparable between years.

Historically, we have been able to improve our revenues and profitability by continuing to make substantial investments in our parks and resort facilities. This has enabled us to maintain consistently high attendance levels, as well as generate increases in guest per capita spending and revenues from guest accommodations, while carefully controlling operating and administrative expenses.

For the 2006 operating season, we are investing approximately $58 million in capital improvements at our 12 properties, including the addition of a new world-class roller coaster at Worlds of Fun and new thrill rides at both Cedar Point and Valleyfair. The 2006 program will also include a new wave pool at Dorney Park, completion of the second phase of the Geauga Lake water park, and the addition of a river-rafting ride at Michigan's Adventure. Michigan's Adventure will also introduce Coasters, a classic 1950's-style diner that has proven very popular at several of our other parks.

In addition to adding great new thrill rides, we are also lowering a number of admission prices for the 2006 season at both Cedar Point and Knott's Berry Farm. This is a bold step and a first for both parks, but we feel it is the right response to the difficult economic conditions that exist in northern Ohio and southeast Michigan, two of Cedar Point's major markets, as well as the increased competition that Knott's Berry Farm faces in Southern California. Our goal is to make Cedar Point and Knott's Berry Farm more affordable to more families and introduce the parks to those who have not had the chance to experience all we have to offer.

We believe the combination of our capital programs, our new value pricing at Cedar Point and Knott's Berry Farm, and continued focus on guest service, all communicated through an exciting marketing program, will improve attendance and operating results company wide in 2006. However, stable population trends in the parks' market areas and uncontrollable factors, such as weather, the economy, and competition for leisure time and spending, preclude us from anticipating significant long-term increases in attendance.

Net cash utilized for financing activities totaled $83.8 million in 2005, compared to net cash provided from financing activities of $73.1 million in 2004 and net cash utilized of $95.1 million in 2003. The $73.1 million of net cash provided from financing activities in 2004 reflects the issuance of $75.0 million of senior notes and the completion of an equity offering that generated net proceeds of $73.3 million, both related to the acquisition of Geauga Lake. Excluding these items, net cash utilized for financing activities in 2004 would have totaled $75.1 million. In 2005, we had a net cash receipt of $3.0 million related to the early termination of "in-the-money" interest rate swap agreements and $0.9 million from option exercises. In addition, net revolving credit borrowings totaled $30.5 million in 2005. Cash used in financing activities during 2005 reflects $20.0 million for scheduled term loan repayments and $98.1 million to pay cash distributions.

At December 31, 2005, we had $365 million of fixed-rate term debt, with staggered maturities ranging from 2006 to 2018, as well as a $180 million revolving credit facility, which is available through March 2007. Borrowings under the revolving credit facility totaled $105.9 million as of December 31, 2005. Of the total term debt, $20 million is scheduled to mature in 2006. Based on interest rates in effect at year-end for variable-rate debt, cash interest payments for 2006 would total approximately $28 million, slightly higher than interest paid in 2005 due to continued increases in short-term rates. In addition, cash distributions in 2006, at the current rate of $1.88 per unit, would total approximately $101 million, 3% higher than the distributions paid in 2005.

We are in the process of negotiating an agreement with our bank group and expect to have a new $250 million 5-year revolving credit facility in place by the end of the first quarter of 2006. We expect the new credit facility will carry somewhat lower overall rates than the previous credit facility, but we do not expect the impact on interest expense to be material. Total credit facilities and cash flows from operations are expected to be adequate to fund seasonal working capital needs, planned capital expenditures and regular quarterly distributions to partners for the foreseeable future.

The following table summarizes certain obligations at December 31, 2005 (in millions):

We have no significant off-balance sheet financing arrangements.

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

At December 31, 2005, $365 million of our outstanding long-term debt represented fixed-rate debt and $105.9 million represented variable-rate debt. Assuming an average annual balance on our revolving credit borrowings, the cash flow impact of a hypothetical one percentage point change in the applicable interest rates on our variable-rate debt would be approximately $1.3 million as of December 31, 2005.

Substantial increases in costs and expenses could impact our operating results to the extent such increases could possibly not be passed along to our guests. In particular, increases in labor, supplies, taxes and utility expenses could have an impact on our operating results. The majority of our employees are seasonal and are paid hourly rates, which although not tied directly to federal and state minimum wage laws, do follow those wage trends. Historically, we have been able to pass along cost increases to guests through increases in admission, food, merchandise and other prices, and we believe that we will continue to have the ability to do so over the long term. We believe that the effects of inflation, if any, on our operating results and financial condition have been and will continue to be minor.

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 this Form 10-K, could adversely affect our future financial performance and cause actual results to differ materially from our expectations.

Reference is made to the information appearing under the subheading "Quantitative and Qualitative Disclosures About Market Risk" under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" on page 20 of this Report.

Quarterly operating results for 2005 and 2004, as restated for deferred income taxes, are presented in the table below (in thousands, except per unit amounts):

To the Partners of Cedar Fair, L.P.:

We have audited the accompanying consolidated balance sheets of Cedar Fair, L.P. and subsidiaries (the "Partnership") as of December 31, 2005 and 2004, and the related consolidated statements of operations, partners' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Cedar Fair, L.P. and subsidiaries at December 31, 2005 and 2004, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Partnership's internal control over financial reporting as of December 31, 2005, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2006 expressed an unqualified opinion on management's assessment of the effectiveness of the Partnership's internal control over financial reporting and an unqualified opinion on the effectiveness of the Partnership's internal control over financial reporting.

DELOITTE & TOUCHE LLP

Cleveland, Ohio

February 27, 2006

To the Partners of Cedar Fair, L.P.:

In our opinion, the consolidated statements of operations, of cash flows and of partners' equity for the year ended December 31, 2003 present fairly, in all material respects, the results of operations and cash flows of Cedar Fair, L.P. and subsidiaries for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Cleveland, Ohio

March 10, 2004

(In thousands)

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

(In thousands, except per unit amounts)

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

(In thousands)

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

(In thousands, except per unit amounts)