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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 1, 2006

Commission file number 333-108661



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UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD.

UCDP FINANCE, INC.

(Exact name of Registrants as specified in their charters)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|FLORIDA                                                        |  | 59-3128514                          
|FLORIDA                                                        |  | 42-1581281                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. employer identification no.)
|                                                               | 
|1000 UNIVERSAL STUDIOS PLAZA ORLANDO, FL                       |  | 32819-7610                          
|(Address of principal executive offices)                       |  | (Zip code)                          

(407) 363-8000

(Registrants telephone number, including area code)



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Indicate by check mark whether the Registrants (1) have 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) have been subject to such filing requirements for the past 90 days.    Yes  x    No ̈

Indicate by checkmark 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. (Check one):

Large accelerated filer ̈Accelerated filer ̈Non-accelerated
filer  x

Indicate by checkmark whether the registrant is a shell company (as defined in Exchange Act
Rule 12b-2):    Yes ̈No  x

As of November 14, 2006 there were 100 shares of common stock of UCDP Finance, Inc. outstanding. Not applicable to Universal City Development Partners, Ltd.



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##### Table of Contents

TA
BLE OF CONTENTS



|                                                                                              |  |     
|--------------------------------------------------------------------------------------------- |  | ----
|                                                                                              |  | PAGE
|PART I. FINANCIAL INFORMATION                                                                 |  |     
|                                                                                              | 
|ITEM 1. Financial Statements (Unaudited)                                                      |  | 3   
|ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 16  
|ITEM 3. Quantitative and Qualitative Disclosure About Market Risk                             |  | 25  
|ITEM 4. Controls and Procedures                                                               |  | 25  
|                                                                                              | 
|PART II. OTHER INFORMATION                                                                    |  |     
|                                                                                              | 
|ITEM 1. Legal Proceedings                                                                     |  | 26  
|ITEM 6. Exhibits                                                                              |  | 27  
|                                                                                              | 
|SIGNATURES                                                                                    |  | 28  

UCDP Finance, Inc. is a wholly owned subsidiary of Universal City Development Partners, Ltd., and was formed for
the sole purpose of acting as a co-issuer of the Registrants 113/4% senior notes due 2010. UCDP Finance, Inc. does not and will not conduct any operations or hold any assets of any kind and will not have any future
revenues. UCDP Finance, Inc. meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.



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##### Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Universal City Development Partners, Ltd and

Subsidiaries

Consolidated Balance
Sheets

(In thousands)



|                                                |  |                 |            |   |                   |   |            |  
|----------------------------------------------- |  | --------------- | ---------- | - | ----------------- | - | ---------- | -
|                                                |  | October 1, 2006 |            |   | December 31, 2005 |  
|                                                |  | (Unaudited)     |            |   |                   |  
|ASSETS                                          |  |                 |            |   |                   |   |            |  
|Current assets:                                 |  |                 |            |   |                   |   |            |  
|Cash and cash equivalents                       |  | $               | 102,102    |   |                   | $ | 46,833     |  
|Accounts receivable, net                        |  |                 | 29,959     |   |                   |   | 24,554     |  
|Receivables from related parties                |  |                 | 5,244      |   |                   |   | 4,871      |  
|Inventories, net                                |  |                 | 46,229     |   |                   |   | 41,503     |  
|Prepaid assets                                  |  |                 | 9,940      |   |                   |   | 6,223      |  
|                                                |  |                 |            |   |                   |   |            |  
|Total current assets                            |  |                 | 193,474    |   |                   |   | 123,984    |  
|                                                |  |                
|Property and equipment, at cost:                |  |                 |            |   |                   |   |            |  
|Land and land improvements                      |  |                 | 490,434    |   |                   |   | 489,876    |  
|Buildings and building improvements             |  |                 | 1,376,680  |   |                   |   | 1,372,316  |  
|Equipment, fixtures and furniture               |  |                 | 1,099,498  |   |                   |   | 1,076,123  |  
|Construction in process                         |  |                 | 16,346     |   |                   |   | 14,786     |  
|                                                |  |                 |            |   |                   |   |            |  
|Total property and equipment, at cost:          |  |                 | 2,982,958  |   |                   |   | 2,953,101  |  
|Less accumulated depreciation                   |  |                 | (1,246,427 | ) |                   |   | (1,167,522 | )
|                                                |  |                 |            |   |                   |   |            |  
|Property and equipment, net                     |  |                 | 1,736,531  |   |                   |   | 1,785,579  |  
|                                                |  |                
|Other assets:                                   |  |                 |            |   |                   |   |            |  
|Interest rate swap assets, at fair market value |  |                 | 3,625      |   |                   |   | 1,836      |  
|Investments in joint ventures                   |  |                 | 7,801      |   |                   |   | 7,972      |  
|Intangible assets, net                          |  |                 | 13,644     |   |                   |   | 14,729     |  
|Deferred finance costs, net                     |  |                 | 21,178     |   |                   |   | 25,130     |  
|Assets held for sale                            |  |                 | 845        |   |                   |   | 845        |  
|Other assets                                    |  |                 | 7,420      |   |                   |   | 6,929      |  
|                                                |  |                 |            |   |                   |   |            |  
|Total other assets                              |  |                 | 54,513     |   |                   |   | 57,441     |  
|                                                |  |                 |            |   |                   |   |            |  
|Total assets                                    |  | $               | 1,984,518  |   |                   | $ | 1,967,004  |  
|                                                |  |                 |            |   |                   |   |            |  

Continued on next page.



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Universal City Development Partners, Ltd. and Subsidiaries

Consolidated Balance Sheets (Continued)

(In thousands)



|                                                     |  |                 |           |                   |   |          
|---------------------------------------------------- |  | --------------- | --------- | ----------------- | - | ---------
|                                                     |  | October 1, 2006 |           | December 31, 2005
|                                                     |  | (Unaudited)     |           |                  
|LIABILITIES AND PARTNERS EQUITY                     |  |                 |           |                   |   |          
|Current liabilities:                                 |  |                 |           |                   |   |          
|Accounts payable and accrued liabilities             |  | $               | 128,010   |                   | $ | 88,645   
|Unearned revenue                                     |  |                 | 59,187    |                   |   | 39,482   
|Due to Vivendi Universal Entertainment               |  |                 | 14,709    |                   |   | 9,510    
|Current portion of capital lease obligations         |  |                 | 665       |                   |   | 765      
|Current portion of long-term borrowings              |  |                 | 150       |                   |   | 5,800    
|                                                     |  |                 |           |                   |   |          
|Total current liabilities                            |  |                 | 202,721   |                   |   | 144,202  
|                                                     |  |                
|Long-term liabilities:                               |  |                 |           |                   |   |          
|Long-term borrowings, net of current portion         |  |                 | 1,006,419 |                   |   | 1,035,513
|Deferred special fee payable to affiliates           |  |                 | 79,232    |                   |   | 74,705   
|Capital lease obligations, net of current portion    |  |                 | 126       |                   |   | 416      
|Interest rate swap liabilities, at fair market value |  |                 |          |                   |   | 88       
|Minority interest in equity of UCRP                  |  |                 | 8,211     |                   |   | 8,491    
|Other                                                |  |                 | 7,258     |                   |   | 6,973    
|                                                     |  |                 |           |                   |   |          
|Total long-term liabilities                          |  |                 | 1,101,246 |                   |   | 1,126,186
|                                                     |  |                
|Commitments and contingencies                        |  |                 |          |                   |   |         
|                                                     |  |                
|Partners equity:                                    |  |                 |           |                   |   |          
|Vivendi Universal Entertainment                      |  |                 | 338,214   |                   |   | 347,184  
|Blackstone                                           |  |                 | 338,214   |                   |   | 347,184  
|Accumulated other comprehensive income               |  |                 | 4,123     |                   |   | 2,248    
|                                                     |  |                 |           |                   |   |          
|Total partners equity                               |  |                 | 680,551   |                   |   | 696,616  
|                                                     |  |                 |           |                   |   |          
|Total liabilities and partners equity               |  | $               | 1,984,518 |                   | $ | 1,967,004
|                                                     |  |                 |           |                   |   |          

See accompanying notes.



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Universal City Development Partner, Ltd. and Subsidiaries

Consolidated Statements of Operations

(In thousands)



|                                                                          |  |                    |         |   |                   |   |         |                 |  |   |                 |   |  |   |         |  
|------------------------------------------------------------------------- |  | ------------------ | ------- | - | ----------------- | - | ------- | --------------- |  | - | --------------- | - |  | - | ------- | -
|                                                                          |  | Three Months Ended |         |   | Nine Months Ended |  
|                                                                          |  | October 1, 2006    |         |   | October 2, 2005   |   |         | October 1, 2006 |  |   | October 2, 2005 |  
|                                                                          |  | (Unaudited)        |        
|Operating revenues:                                                       |  |                    |         |   |                   |   |         |                 |  |   |                 |   |  |   |         |  
|Theme park passes                                                         |  | $                  | 113,659 |   |                   | $ | 118,523 |                 |  | $ | 322,810         |   |  | $ | 341,188 |  
|Theme park food and beverage                                              |  |                    | 28,998  |   |                   |   | 29,467  |                 |  |   | 84,879          |   |  |   | 83,360  |  
|Theme park merchandise                                                    |  |                    | 27,383  |   |                   |   | 24,884  |                 |  |   | 79,175          |   |  |   | 73,754  |  
|Other                                                                     |  |                    | 55,481  |   |                   |   | 52,918  |                 |  |   | 169,903         |   |  |   | 165,399 |  
|                                                                          |  |                    |         |   |                   |   |         |                 |  |   |                 |   |  |   |         |  
|Total operating revenues                                                  |  |                    | 225,521 |   |                   |   | 225,792 |                 |  |   | 656,767         |   |  |   | 663,701 |  
|                                                                          |  |                    |         |  
|Costs and operating expenses:                                             |  |                    |         |   |                   |   |         |                 |  |   |                 |   |  |   |         |  
|Theme park operations                                                     |  |                    | 41,318  |   |                   |   | 42,827  |                 |  |   | 122,563         |   |  |   | 123,962 |  
|Theme park selling, general and administrative                            |  |                    | 29,777  |   |                   |   | 25,845  |                 |  |   | 116,247         |   |  |   | 110,834 |  
|Theme park cost of products sold                                          |  |                    | 28,304  |   |                   |   | 27,260  |                 |  |   | 80,226          |   |  |   | 79,297  |  
|Special fee payable to Vivendi Universal Entertainment and consultant fee |  |                    | 14,200  |   |                   |   | 14,263  |                 |  |   | 41,124          |   |  |   | 41,645  |  
|Depreciation and amortization                                             |  |                    | 27,190  |   |                   |   | 29,889  |                 |  |   | 83,865          |   |  |   | 88,873  |  
|Other                                                                     |  |                    | 31,864  |   |                   |   | 32,671  |                 |  |   | 101,859         |   |  |   | 103,723 |  
|                                                                          |  |                    |         |   |                   |   |         |                 |  |   |                 |   |  |   |         |  
|Total costs and operating expenses                                        |  |                    | 172,653 |   |                   |   | 172,755 |                 |  |   | 545,884         |   |  |   | 548,334 |  
|                                                                          |  |                    |         |   |                   |   |         |                 |  |   |                 |   |  |   |         |  
|Operating income                                                          |  |                    | 52,868  |   |                   |   | 53,037  |                 |  |   | 110,883         |   |  |   | 115,367 |  
|                                                                          |  |                    |         |  
|Other expense (income):                                                   |  |                    |         |   |                   |   |         |                 |  |   |                 |   |  |   |         |  
|Interest expense                                                          |  |                    | 27,620  |   |                   |   | 26,692  |                 |  |   | 82,271          |   |  |   | 80,120  |  
|Interest income                                                           |  |                    | (1,745  | ) |                   |   | (536    | )               |  |   | (3,365          | ) |  |   | (952    | )
|Change in fair value of interest rate swaps                               |  |                    | (1,364  | ) |                   |   | 809     |                 |  |   | (2              | ) |  |   | (230    | )
|(Income) loss from joint ventures                                         |  |                    | (39     | ) |                   |   | (29     | )               |  |   | (41             | ) |  |   | 171     |  
|Minority interest in net earnings of UCRP                                 |  |                    | 300     |   |                   |   | 319     |                 |  |   | 2,196           |   |  |   | 2,110   |  
|                                                                          |  |                    |         |   |                   |   |         |                 |  |   |                 |   |  |   |         |  
|Total other expense                                                       |  |                    | 24,772  |   |                   |   | 27,255  |                 |  |   | 81,059          |   |  |   | 81,219  |  
|                                                                          |  |                    |         |   |                   |   |         |                 |  |   |                 |   |  |   |         |  
|Net income                                                                |  | $                  | 28,096  |   |                   | $ | 25,782  |                 |  | $ | 29,824          |   |  | $ | 34,148  |  
|                                                                          |  |                    |         |   |                   |   |         |                 |  |   |                 |   |  |   |         |  

See accompanying notes.



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Universal City Development Partners, Ltd. and Subsidiaries

Consolidated Statement of Changes in Partners Equity

(In thousands)



|                                                                                                                               |  |                                 |         |   |            |   |         |                                        |  |                        |       |  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------- | ------- | - | ---------- | - | ------- | -------------------------------------- |  | ---------------------- | ----- |  | - | ------- | -
|(Unaudited)                                                                                                                    |  | Vivendi Universal Entertainment |         |   | Blackstone |   |         | Accumulated Other Comprehensive Income |  | Total Partners Equity |      
|Balance, December 31, 2005                                                                                                     |  | $                               | 347,184 |   |            | $ | 347,184 |                                        |  | $                      | 2,248 |  | $ | 696,616 |  
|Amortization of accumulated other comprehensive income from interest rate swaps that previously qualified for hedge accounting |  |                                 |        |   |            |   |        |                                        |  |                        | 222   |  |   | 222     |  
|Change in fair value of interest rate swap that qualify for hedge accounting                                                   |  |                                 |        |   |            |   |        |                                        |  |                        | 1,653 |  |   | 1,653   |  
|Partner distributions                                                                                                          |  |                                 | (23,882 | ) |            |   | (23,882 | )                                      |  |                        |      |  |   | (47,764 | )
|Net income                                                                                                                     |  |                                 | 14,912  |   |            |   | 14,912  |                                        |  |                        |      |  |   | 29,824  |  
|                                                                                                                               |  |                                 |         |   |            |   |         |                                        |  |                        |       |  |   |         |  
|Balance, October 1, 2006                                                                                                       |  | $                               | 338,214 |   |            | $ | 338,214 |                                        |  | $                      | 4,123 |  | $ | 680,551 |  
|                                                                                                                               |  |                                 |         |   |            |   |         |                                        |  |                        |       |  |   |         |  

See accompanying notes.



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Universal City Development Partners, Ltd. and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands)



|                                                                                                       |  |                   |         |   |                 |   |         |  
|------------------------------------------------------------------------------------------------------ |  | ----------------- | ------- | - | --------------- | - | ------- | -
|                                                                                                       |  | Nine Months Ended |        
|                                                                                                       |  | October 1, 2006   |         |   | October 2, 2005 |  
|                                                                                                       |  | (Unaudited)       |        
|CASH FLOWS FROM OPERATING ACTIVITIES                                                                   |  |                   |         |   |                 |   |         |  
|Net income                                                                                             |  | $                 | 29,824  |   |                 | $ | 34,148  |  
|                                                                                                       |  |                  
|Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities: |  |                   |         |   |                 |   |         |  
|Depreciation                                                                                           |  |                   | 82,780  |   |                 |   | 87,769  |  
|Amortization of intangible assets                                                                      |  |                   | 1,085   |   |                 |   | 1,104   |  
|Amortization of deferred finance costs                                                                 |  |                   | 3,952   |   |                 |   | 3,936   |  
|Accretion of bond discount                                                                             |  |                   | 639     |   |                 |   | 632     |  
|Change in fair value of interest rate swaps                                                            |  |                   | (2      | ) |                 |   | (230    | )
|(Income) loss from joint ventures                                                                      |  |                   | (41     | ) |                 |   | 171     |  
|Minority interest in net earnings of UCRP                                                              |  |                   | 2,196   |   |                 |   | 2,110   |  
|Changes in operating assets and liabilities:                                                           |  |                   |         |   |                 |   |         |  
|Accounts receivable, net                                                                               |  |                   | (5,405  | ) |                 |   | (9,426  | )
|Receivables from related parties                                                                       |  |                   | (373    | ) |                 |   | 4,288   |  
|Inventories, net                                                                                       |  |                   | (4,726  | ) |                 |   | (3,482  | )
|Prepaid assets                                                                                         |  |                   | (3,717  | ) |                 |   | (3,869  | )
|Other assets                                                                                           |  |                   | (491    | ) |                 |   | 273     |  
|Accounts payable and accrued liabilities                                                               |  |                   | 39,365  |   |                 |   | 23,472  |  
|Unearned revenue                                                                                       |  |                   | 19,705  |   |                 |   | 13,638  |  
|Due to Vivendi Universal Entertainment                                                                 |  |                   | 5,199   |   |                 |   | (5,475  | )
|Deferred special fees payable to Vivendi Universal Entertainment                                       |  |                   | 4,527   |   |                 |   | (23,439 | )
|Other long-term liabilities                                                                            |  |                   | 285     |   |                 |   | 67      |  
|                                                                                                       |  |                   |         |   |                 |   |         |  
|Net cash and cash equivalents provided by operating activities                                         |  |                   | 174,802 |   |                 |   | 125,687 |  
|                                                                                                       |  |                  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                                   |  |                   |         |   |                 |   |         |  
|Property and equipment acquisitions                                                                    |  |                   | (33,090 | ) |                 |   | (25,185 | )
|Proceeds related to the settlement of capital claims                                                   |  |                   |        |   |                 |   | 2,500   |  
|Distributions from joint ventures, net                                                                 |  |                   | 212     |   |                 |   | 328     |  
|                                                                                                       |  |                   |         |   |                 |   |         |  
|Net cash and cash equivalents used in investing activities                                             |  |                   | (32,878 | ) |                 |   | (22,357 | )

Continued on next page.



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Universal City Development Partners, Ltd. and Subsidiaries

Consolidated Statements of Cash Flows (Continued)

(In thousands)



|                                                                    |  |                   |         |   |                 |   |         |  
|------------------------------------------------------------------- |  | ----------------- | ------- | - | --------------- | - | ------- | -
|                                                                    |  | Nine Months Ended |        
|                                                                    |  | October 1, 2006   |         |   | October 2, 2005 |  
|                                                                    |  | (Unaudited)       |        
|CASH FLOWS FROM FINANCING ACTIVITIES                                |  |                   |         |   |                 |   |         |  
|Distributions of minority interest in equity of UCRP                |  |                   | (2,476  | ) |                 |   | (3,148  | )
|Payments of partner distributions                                   |  |                   | (47,764 | ) |                 |   | (39,856 | )
|Payments for finance costs                                          |  |                   |        |   |                 |   |        |  
|Payments on long-term borrowings and capital lease obligations, net |  |                   | (36,415 | ) |                 |   | (4,695  | )
|                                                                    |  |                   |         |   |                 |   |         |  
|Net cash and cash equivalents used in financing activities          |  |                   | (86,655 | ) |                 |   | (47,699 | )
|                                                                    |  |                   |         |   |                 |   |         |  
|Net increase in cash and cash equivalents                           |  |                   | 55,269  |   |                 |   | 55,631  |  
|Cash and cash equivalents at beginning of period                    |  |                   | 46,833  |   |                 |   | 23,879  |  
|                                                                    |  |                   |         |   |                 |   |         |  
|Cash and cash equivalents at end of period                          |  | $                 | 102,102 |   |                 | $ | 79,510  |  
|                                                                    |  |                   |         |   |                 |   |         |  
|SUPPLEMENTAL DISCLOSURES OF NON-CASH INFORMATION                    |  |                   |         |   |                 |   |         |  
|Notes payable issued for property and equipment                     |  | $                 | 642     |   |                 | $ | 565     |  
|                                                                    |  |                   |         |   |                 |   |         |  
|Increase in interest rate swap asset                                |  | $                 | 1,789   |   |                 | $ |        |  
|                                                                    |  |                   |         |   |                 |   |         |  
|Decrease in interest rate swap liability                            |  | $                 | 88      |   |                 | $ | 4,117   |  
|                                                                    |  |                   |         |   |                 |   |         |  
|Disposal of fully depreciated assets                                |  | $                 | 3,875   |   |                 | $ | 1,085   |  
|                                                                    |  |                   |         |   |                 |   |         |  

See accompanying notes.



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Universal City Development Partners, Ltd. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

1. GENERAL

Basis of Presentation

The
accompanying unaudited consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures which are normally included in
financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted pursuant to those rules and regulations. The unaudited consolidated financial statements reflect all normal recurring
adjustments which are, in the opinion of management, necessary to present fairly the financial position and the results of operations for the interim periods. The results for the interim periods are not necessarily indicative of the results that can
be expected for a full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2005 and the notes, thereto, filed with
the Securities and Exchange Commission under cover of Form 10-K.

The accompanying unaudited consolidated financial statements include the consolidated
amounts of Universal City Development Partners, Ltd. (UCDP); Universal City Travel Partners d/b/a Universal Parks & Resorts Vacations (UPRV); UCDP Finance, Inc.; and Universal City Restaurant Partners, Ltd.
(UCRP) (collectively, the Company). All significant intercompany balances and transactions have been eliminated upon consolidation.

UCDPs ultimate owners, each having a 50 percent interest, are Universal City Property Management II, LLC (Universal CPM) and Blackstone Capital Partners (Blackstone). Universal CPM is a wholly owned subsidiary
of Vivendi Universal Entertainment LLLP (Vivendi Universal Entertainment), a subsidiary of Universal Studios, Inc. (USI), which is an indirect subsidiary of NBC Universal, Inc. (NBCU).

Period End

The three months ended October 1, 2006 and
October 2, 2005 each contained 91 days. The nine months ended October 1, 2006 contained 274 days, while the nine months ended October 2, 2005 contained 275 days.

Reclassification

Certain items in the prior years consolidated financial statements have been reclassified to
conform with the 2006 presentation. In accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Companys December 31, 2005
consolidated balance sheet has been reclassified to report assets held for sale of $845,000 relating to the land sale discussed in Footnote 7. These reclassifications had no impact on net income or partners equity.

Seasonality

Based on the seasonality of attendance, the results for
the three months and nine months ended October 1, 2006 and October 2, 2005 are not necessarily indicative of results for the full year.

Inventories

The major components of inventories, net are as follows (in thousands):



|                                         |  |                 |        |   |                   |   |        |  
|---------------------------------------- |  | --------------- | ------ | - | ----------------- | - | ------ | -
|                                         |  | October 1, 2006 |        |   | December 31, 2005 |  
|                                         |  | (Unaudited)     |        |   |                   |  
|Merchandise                              |  | $               | 15,372 |   |                   | $ | 11,640 |  
|Food and beverage                        |  |                 | 3,968  |   |                   |   | 3,541  |  
|Operating supplies and maintenance parts |  |                 | 28,028 |   |                   |   | 27,384 |  
|Less: reserves                           |  |                 | (1,139 | ) |                   |   | (1,062 | )
|                                         |  |                 |        |   |                   |   |        |  
|Total                                    |  | $               | 46,229 |   |                   | $ | 41,503 |  
|                                         |  |                 |        |   |                   |   |        |  



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Recent Accounting Pronouncements

In May 2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154 (SFAS 154), Accounting Changes and Error Corrections, a replacement of Accounting Principles
Board Opinion No. 20, Accounting Changes, and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements. SFAS 154 changes the requirements for the accounting for, and reporting of, a change in
accounting principle. Previously, voluntary changes in accounting principles were generally required to be recognized by way of a cumulative effect adjustment within net income during the period of the change. SFAS 154 requires retrospective
application to prior periods financial statements, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS 154 is effective for accounting changes made in fiscal years beginning
after December 15, 2005; however, the statement does not change the transition provisions of any existing accounting pronouncements. Adoption of SFAS 154 had no material impact on the Companys financial position, results of operations or
cash flows.

In February 2006, the FASB issued SFAS No. 155 (SFAS 155), Accounting for Certain Hybrid Financial
Instruments, an amendment of SFAS 133, Accounting for Derivative Instruments and Hedging Activities, and SFAS 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.SFAS
155 simplifies the accounting for hybrid financial instruments by permitting fair value remeasurement for any hybrid financial instrument that contains an embedded derivative. SFAS 155 is effective for all financial instruments acquired, issued, or
subject to a remeasurement event occurring in fiscal years beginning after September 15, 2006. The Company does not believe adoption of SFAS 155 will have a material impact on its financial position, results of operations or cash flows.

In June 2006, the FASB ratified the consensuses of Emerging Issues Task Force (EITF) Issue No. 06-3, How Taxes Collected from
Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation) (EITF 06-3). EITF 06-3 clarifies that the scope of this Issue includes any tax
assessed by a governmental authority that is directly imposed on a revenue-producing transaction between a seller and a customer and indicates that the income statement presentation on either a gross basis or a net basis of the taxes within the
scope of the Issue is an accounting policy decision that should be disclosed. Furthermore, for taxes reported on a gross basis, an enterprise should disclose the amounts of those taxes in interim and annual financial statements for each period for
which an income statement is presented. The consensus is effective, through retrospective application, for periods beginning after December 15, 2006. The Company does not believe adoption of EITF 06-3 will have a material impact on its
financial position, results of operations or cash flows.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements
(SFAS No. 157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. This
statement does not require any new fair value measurements; rather, it applies under other accounting pronouncements that require or permit fair value measurements. The provisions of this statement are to be applied prospectively as of the beginning
of the fiscal year in which this statement is initially applied, with any transition adjustment recognized as a cumulative-effect adjustment to the opening balance of retained earnings. The provisions of SFAS No. 157 are effective for the
fiscal years beginning after November 15, 2007; therefore, we anticipate adopting this standard as of January 1, 2008. The Company does not believe adoption of SFAS 157 will have a material impact on its financial position, results of
operations or cash flows.

In September 2006, the SEC issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year
Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108). SAB 108 provides guidance on how prior year misstatements should be taken into consideration when quantifying misstatements in current
year financial statements for purposes of determining whether the current years financial statements are materially misstated. SAB 108 permits registrants to record the cumulative effect of initial adoption by recording the necessary
correcting adjustments to the carrying values of assets and liabilities as of the beginning of that year with the offsetting adjustment recorded to the opening balance of retained earnings only if material under the dual method. SAB 108
is effective for fiscal years ending on or after November 15, 2006. The Company does not believe adoption of SAB 108 will have a material impact on its financial position, results of operations or cash flows.

2. LONG-TERM BORROWINGS AND FINANCIAL INSTRUMENTS

At October 1,
2006, total long-term borrowings were $1,006,569,000, which primarily included $497,085,000 in bonds due in April 2010 ($500,000,000, net of an unamortized discount of $2,915,000) and $509,000,000 under the JP Morgan term loan (UCDPs
senior secured credit facility). At October 1, 2006, $150,000 of the total borrowings were classified as current. In addition, at October 1, 2006, the Company had $100,000,000 available under its revolving credit facilities.



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During the nine months ended October 1, 2006 and October 2, 2005, respectively, the Company made principal
payments of $35,500,000 and $4,125,000 on the senior secured credit facility. The senior secured credit facility and bonds contain certain customary limitations. The most restrictive limitations relate to the incurrence of liens, additional
indebtedness and maintenance of funded debt and interest coverage ratios. At both October 1, 2006 and December 31, 2005, the Company believes it was in compliance with the financial terms of the senior secured credit facility and the
bonds. The senior secured credit facility and bonds also provide for tests which can restrict payment of special fees to Vivendi Universal Entertainment (see Note 4).

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value because of the immediate or
short-term maturity of these financial instruments. The estimated fair values of long-term borrowings and interest rate swaps subject to fair value disclosures determined based on quotes from major financial institutions are as follows (in
thousands):



|                               |  |                 |           |   |                   |   |           |                |  |   |            |   |  |   |           |  
|------------------------------ |  | --------------- | --------- | - | ----------------- | - | --------- | -------------- |  | - | ---------- | - |  | - | --------- | -
|                               |  | October 1, 2006 |           |   | December 31, 2005 |  
|                               |  | Carrying Value  |           |   | Fair Value        |   |           | Carrying Value |  |   | Fair Value |  
|                               |  | (Unaudited)     |           |   | (Unaudited)       |  
|Long-term borrowings           |  | $               | 1,006,569 |   |                   | $ | 1,048,386 |                |  | $ | 1,041,313  |   |  | $ | 1,113,293 |  
|Interest rate swap assets      |  |                 | (3,625    | ) |                   |   | (3,625    | )              |  |   | (1,836     | ) |  |   | (1,836    | )
|Interest rate swap liabilities |  |                 |          |   |                   |   |          |                |  |   | 88         |   |  |   | 88        |  
|                               |  |                 |           |   |                   |   |           |                |  |   |            |   |  |   |           |  
|Total                          |  | $               | 1,000,944 |   |                   | $ | 1,044,761 |                |  | $ | 1,039,565  |   |  | $ | 1,111,545 |  
|                               |  |                 |           |   |                   |   |           |                |  |   |            |   |  |   |           |  



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3. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The major components of accounts payable and accrued liabilities are as follows (in thousands):



|                          |  |                 |         |                   |   |       
|------------------------- |  | --------------- | ------- | ----------------- | - | ------
|                          |  | October 1, 2006 |         | December 31, 2005
|                          |  | (Unaudited)     |         |                  
|Accounts payable          |  | $               | 16,154  |                   | $ | 5,597 
|Capital expenditures      |  |                 | 3,220   |                   |   | 7,867 
|Marketing and advertising |  |                 | 8,536   |                   |   | 5,875 
|Interest                  |  |                 | 37,506  |                   |   | 20,899
|Compensation and benefits |  |                 | 24,812  |                   |   | 24,792
|Operating accruals        |  |                 | 10,891  |                   |   | 10,615
|Consulting fees           |  |                 | 4,781   |                   |   | 3,843 
|Property and sales tax    |  |                 | 16,439  |                   |   | 1,508 
|Other                     |  |                 | 5,671   |                   |   | 7,649 
|                          |  |                 |         |                   |   |       
|Total                     |  | $               | 128,010 |                   | $ | 88,645
|                          |  |                 |         |                   |   |       

4. COMPREHENSIVE INCOME

Comprehensive income is as follows (in thousands):



|                                                                                                             |  |                    |        |                   |                 |   |                |  |                 |        |  |   |        |  
|------------------------------------------------------------------------------------------------------------ |  | ------------------ | ------ | ----------------- | --------------- | - | -------------- |  | --------------- | ------ |  | - | ------ | -
|                                                                                                             |  | Three Months Ended |        | Nine Months Ended |                
|                                                                                                             |  | October 1, 2006    |        |                   | October 2, 2005 |   | October 1,2006 |  | October 2, 2005 |       
|                                                                                                             |  | (Unaudited)        |       
|Net income                                                                                                   |  | $                  | 28,096 |                   |                 | $ | 25,782         |  | $               | 29,824 |  | $ | 34,148 |  
|Change in fair value of interest rate swaps designated as hedges                                             |  |                    | (6,510 | )                 |                 |   | 6,867          |  |                 | 1,653  |  |   | (181   | )
|Amortization of accumulated other comprehensive loss from interest rate swaps no longer designated as hedges |  |                    |       |                   |                 |   | 1,346          |  |                 | 222    |  |   | 4,068  |  
|                                                                                                             |  |                    |        |                   |                 |   |                |  |                 |        |  |   |        |  
|Comprehensive income                                                                                         |  | $                  | 21,586 |                   |                 | $ | 33,995         |  | $               | 31,699 |  | $ | 38,035 |  
|                                                                                                             |  |                    |        |                   |                 |   |                |  |                 |        |  |   |        |  

5. RELATED PARTY TRANSACTIONS

Under the terms of UCDPs partnership agreement, a special fee is payable to Vivendi Universal Entertainment through Universal CPM equal to 5% of certain revenue, as defined, generated by Universal Studios
Florida and Universals Islands of Adventure. During the three and nine months ended October 1, 2006, the Company paid $13,600,000 and $21,400,000, respectively, in fees to Vivendi Universal Entertainment. Likewise, during the three months
and nine months ended October 2, 2005, the Company paid fees of $26,400,000 and $63,700,000. At October 1, 2006 and December 31, 2005, the amount due to Vivendi Universal Entertainment for special fees included $14,471,000 and
$7,811,000, respectively. In addition, at October 1, 2006 and December 31, 2005, respectively, the Company had long-term deferred special fees payable of approximately $79,232,000 and $74,705,000 payable to affiliates.

The most restrictive quarterly covenant within the Companys debt agreements for payment of the special fee is a rolling 12-month debt to EBITDA ratio of 5.0 to 1.0
or less related to the current special fees below $20,000,000 and 4.0 to 1.0 or less related to the current and deferred special fees in excess of $20,000,000. The Company believes it was in compliance with these covenants as of December 31,
2005 and October 1, 2006. Accordingly, the Company will pay fees of $14,471,000 during the fourth quarter of 2006 (of which $4,593,000 is considered deferred according to definitions within the debt agreement).

6.COMMITMENTS AND CONTINGENCIES

CONSULTING AGREEMENT

UCDP has an agreement with a consultant (the Consultant) under which it pays a percentage of its gross revenues for consulting services. On
March 15, 2005, counsel for the Consultant delivered to UCDP a report, which asserted that the Consultant is owed additional fees for the period from 1992 to 2002. On March 28, 2006, the parties agreed to a resolution in principal of all
claims that could be raised in an audit (including those specifically raised in the report). The settlement amount within the amount accrued for and was paid during the second quarter of 2006.



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LITIGATION

On
November 13, 2003, Ride & Show Engineering, Inc. filed a Complaint For Patent Infringement, Injunctive Relief and Damages (the Complaint) in the United States District Court for the Central District of California, naming USJ Co., Ltd.,
and Universal City Studios LLLP d/b/a Universal Studios Recreation Group, affiliates of UCHC, as defendants. On February 12, 2004, the Plaintiff served a First Amended Complaint (the Amended Complaint) naming the above-referenced defendants as
well as UCDP and another company, Oriental Land Co., Ltd., as additional defendants. On September 24, 2003, a similar complaint was filed in the same court against other defendants, including entities that appear to be operators of amusement
parks and amusement park rides, and designers and manufacturers of amusement park rides. The Amended Complaint alleges that the named defendants have infringed U.S. Patent No. 5,527,221 (the Patent) by operating, making, using, selling,
advertising, and/or offering for sale in the United States amusement park rides that embody or otherwise practice one or more of the claims of such Patent or by otherwise contributing to infringement or inducing others to infringe. The Amended

Complaint did not include specific allegations concerning the location or manner of alleged infringement. However, plaintiffs counsel has advised
UCDP that the allegations of the Amended Complaint relate to rides located at UCDPs theme parks. On February 3, 2006 USJ Co. Ltd. entered into a Settlement and License Agreement pursuant to which Ride & Show agreed to dismiss the
California Case.



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UCDP filed a motion seeking to either dismiss the action or to transfer it to the Middle District of Florida. On
May 5, 2004, the United States District Court for the Central District of California granted the Motion and dismissed, without prejudice, the case for improper venue. As a result, UCDP is no longer a party to that action. On May 21, 2004,
UCDP filed a Complaint against Ride & Show Engineering, Inc. (Ride & Show) in the U.S. District Court for the Middle District of Florida. The Complaint contains counts for declaratory relief, breach of contract, conversion, unjust
enrichment, constructive trust, and fraud. Among other things, the Complaint challenges Ride & Shows ownership of the subject Patent and the validity of the Patent. In addition, UCDP sought a declaration by the Court that it has not
infringed the Patent. UCDP also sought damages for Ride & Shows use of the invention that is the subject of the Patent. On July 19, 2004, Ride & Show filed a motion to dismiss the Complaint and to transfer a portion of
UCDPs declaratory relief count to the U.S. District Court for the Central District of California. UCDP opposed the motion and on August 26, 2004, Ride & Shows motion was denied. On September 10, 2004 Ride &
Show filed its answer and counterclaim for Patent Infringement and Breach of Contract. On October 4, 2004 UCDP filed its answer to the counterclaim denying all material allegations and asserting numerous affirmative defenses. On May 26,
2005, UCDP and Ride & Show participated in a court ordered mediation, which resulted in an impasse. Ride & Show moved for summary judgment on the Patent ownership issue and UCDP moved for summary judgment on all issues. On
December 19, 2005, UCDP filed a Motion to Amend its Reply to Ride & Shows Counterclaim to include the defense of res judicata based upon the dismissals of Moog and MTS in the California case. On February 21, 2006, the
Magistrate issued a Report and Recommendation denying UCDPs Motion to Amend and UCDP filed an Objection to Report and Recommendation. On March 6, 2006, the Court issued an Order denying UCDPs Motion for Summary Judgment and set a
hearing on Ride and Shows Motion for Summary Judgment, which was held on March 17, 2006. The Court held a hearing on March 29, 2006 with respect to UCDPs Objection to Report and Recommendation. As a result of the dismissal of
the California Case, USJ Co. Ltd. has terminated its Joint Defense Agreement and both USJ Co. and Universal Parks & Resorts ceased sharing costs of defense of the Ride & Show claims in the California and Florida Cases as of
February 1, 2006. At a mediation held on April 11, 2006, the parties agreed to a resolution in principal of all claims and the parties have now executed mutually agreed settlement documentation. On April 12, 2006, the Court entered an
Order of Dismissal without prejudice and denied all pending motions as moot. The resolution was within the amount accrued for the loss contingency and was paid during the second quarter of 2006.

PROPERTY TAXES

In February 2006, UCDP was notified by the Orange
County Property Appraisers Office that a tangible personal property tax review was underway for the years 2003, 2004 and 2005. In August 2006, the Property Appraisers Office issued assessments of back taxes for those years, and also
issued increased assessments of certain real and tangible personal property for 2006 over 2005 values. On September 18, 2006, UCDP filed petitions to the Orange County Value Adjustment Board seeking review and adjustment of the assessments. In
addition, on October 9, 2006, UCDP filed with the Orange County Property Appraiser exceptions to the 2006 tangible personal property assessment, and requested additional information relating to the back assessments. UCDP met with
representatives of the Orange County Property Appraiser on October 18, 2006, and the parties are continuing discussions. A hearing before the Value Adjustment Board on UCDPs petitions will likely be scheduled for December 2006. UCDP does
not expect any material impact to its results of operations, financial position or cash flows.

OTHER

The Company is threatened with or involved in various other legal actions and claims incidental to the conduct of its business. Management does not expect a material
impact to its results of operations, financial position or cash flows by reason of these actions.

7. SUBSEQUENT EVENTS

On October 2, 2006, Robert Gault Jr. announced his retirement as President of UCDP, effective December 5, 2006 and as Chief Executive Officer, effective
December 31, 2006. William Davis has been elected President and Chief Operating Officer of UCDP, effective December 5, 2006 but has begun transition work with Mr. Gault and the senior management team. On October 30, 2006,
Mr. Davis and UCDP entered into an employment agreement, effective October 1, 2006 for a term of two years, with an option for UCDP to extend the agreement two additional years.



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On October 30, 2006, UCDP entered into a Purchase and Sale Agreement to sell four acres of undeveloped land for
$6,390,000, subject to closing adjustments. In connection with this sale, UCDP expects to record a gain of approximately $5,500,000 and will hold a mortgage of approximately $4,890,000. This transaction is expected to close during the fourth quarter
of 2006, and is subject to contingencies which must be satisfied before closing.



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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW RELATED TO
FINANCIAL RESULTS

During the nine months of 2006, paid admissions were 4% lower compared to 2005. Although the Florida market remained strong with year
to date growth of 5%, we experienced softness in the outer United States and international markets, down 4% and 11%, respectively. Most of the decline in the outer United States market occurred during the first quarter of 2006, but has rebounded
with 2% growth from May to September compared to 2005. Historically, the United Kingdom accounts for 67% of our international market.

Despite the
attendance shortfall, total revenues decreased only 1%, or $6.9 million, driven by a 2% growth in overall per cap spend and favorable other revenue. These results, in conjunction with initiatives to manage variable costs, generated operating income
of $110.8 million, down $4.5 million compared to 2005, as a result of an increased marketing investment of $4.6 million. At October 1, 2006 we maintained a strong liquidity position with $202.1 million in cash and unused revolving credit,
including $102.1 million of cash and cash equivalents and $100.0 million available under our revolving credit facility. This liquidity position was favorable by $55.3 million compared to our liquidity position at December 31, 2005. We also had
long-term debt of $1,006.6 million at October 1, 2006.

SEASONALITY

Theme park attendance follows a seasonal pattern which coincides closely with holiday and school schedules. The year begins with the end of the peak Christmas and New Years holiday period. When children return
to school, attendance levels subside. During the March to April timeframe, spring break and Easter vacation periods drive seasonally high attendance. Since the peak spring break period fluctuates from year to year between the end of the first
quarter and the beginning of the second quarter, historical quarterly financial information might not be comparable. May is a traditionally slow attendance period. June marks the beginning of the summer attendance peak when local schools are out for
the summer. This peak attendance period continues throughout the month of June, as schools outside of Florida finish their terms. The peak summer period includes the entire month of July and the first few weeks in August. Local schools begin as
early as the first week of August. Attendance levels continue to decline through Labor Day, when schools outside of Florida begin. Excluding special events such as Rock the Universe in September and Halloween Horror Nights in
October, the period from September through November is seasonally slow, with an attendance spike around Thanksgiving week. Attendance falls again after Thanksgiving weekend, and does not pick up until the third week of December, when the peak
Christmas and New Years holiday period begins. The Atlantic Ocean hurricane season begins in June and ends in November of each year. Historically, hurricanes have had little impact on Orlando theme parks. From 1991 to 2003, our parks had been
closed only once due to the inclement weather caused by hurricanes. However, during the 2004 and 2005 hurricane seasons, we have closed our parks four days as a result of the storms.

Based on the seasonality of our attendance, the results for the three months and nine months ended October 1, 2006 and October 2, 2005 are not necessarily indicative of results for the full year.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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 United States generally accepted
accounting principles. Results could differ significantly from those estimates under different assumptions and conditions. We believe that the application of these accounting policies, which are important to our financial position and results of
operations, requires significant judgments and estimates on the part of management. For a summary of all of our accounting policies, including our critical accounting policies, see Note 2 in our audited consolidated financial statements for
the year ended December 31, 2005 filed with the Securities and Exchange Commission under cover of Form 10-K. Besides what is disclosed within this document, there have been no material developments with respect to the critical accounting
policies discussed in detail in our Form 10-K within Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.



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Litigation

When we
are involved in a legal proceeding, as required, we accrue the low end of the estimated range of probable costs for the resolution of the claim. This estimate is developed in consultation with outside counsel and is based upon an analysis of
potential results, assuming a combination of litigation and settlement strategies. It is possible, however, that future results of operations for any particular quarterly or annual period could be materially affected by changes in our assumptions or
the effectiveness of our strategies related to a legal proceeding. See Note 6 in Part 1, Item 1. Financial Statements and Part II, Item 1. Legal Proceedings in this document for more detailed information on litigation
exposure.

Period end

The three months ended
October 1, 2006 and October 2, 2005 each contained 91 days. The nine months ended October 1, 2006 contained 274 days, while the nine months ended October 2, 2005 contained 275 days.

Recent accounting pronouncements

In May 2005, the FASB issued SFAS
No. 154 (SFAS 154), Accounting Changes and Error Corrections, a replacement of Accounting Principles Board Opinion No. 20, Accounting Changes, and SFAS No. 3, Reporting Accounting Changes
in Interim Financial Statements. SFAS 154 changes the requirements for the accounting for, and reporting of, a change in accounting principle. Previously, voluntary changes in accounting principles were generally required to be recognized
by way of a cumulative effect adjustment within net income during the period of the change. SFAS 154 requires retrospective application to prior periods financial statements, unless it is impracticable to determine either the period-specific
effects or the cumulative effect of the change. SFAS 154 is effective for accounting changes made in fiscal years beginning after December 15, 2005; however, the statement does not change the transition provisions of any existing accounting
pronouncements. Adoption of SFAS 154 had no material impact on our financial position, results of operations or cash flows.

In February 2006, the FASB
issued SFAS No. 155 (SFAS 155), Accounting for Certain Hybrid Financial Instruments, an amendment of SFAS 133, Accounting for Derivative Instruments and Hedging Activities, and SFAS 140, Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.SFAS 155 simplifies the accounting for hybrid financial instruments by permitting fair value remeasurement for any hybrid financial instrument that
contains an embedded derivative. SFAS 155 is effective for all financial instruments acquired, issued, or subject to a remeasurement event occurring in fiscal years beginning after September 15, 2006. We do not believe adoption of SFAS 155 will
have a material impact on our financial position, results of operations or cash flows.

In June 2006, the FASB ratified the consensuses of Emerging Issues
Task Force (EITF) Issue No. 06-3, How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation)
(EITF 06-3). EITF 06-3 clarifies that the scope of this Issue includes any tax assessed by a governmental authority that is directly imposed on a revenue-producing transaction between a seller and a customer and indicates that
the income statement presentation on either a gross basis or a net basis of the taxes within the scope of the Issue is an accounting policy decision that should be disclosed. Furthermore, for taxes reported on a gross basis, an enterprise should
disclose the amounts of those taxes in interim and annual financial statements for each period for which an income statement is presented. The consensus is effective, through retrospective application, for periods beginning after December 15,
2006. We do not believe adoption of EITF 06-3 will have a material impact on our financial position, results of operations or cash flows.

In September
2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS No. 157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted
accounting principles, and expands disclosures about fair value measurements. This statement does not require any new fair value measurements; rather, it applies under other accounting pronouncements that require or permit fair value measurements.
The provisions of this statement are to be applied prospectively as of the beginning of the fiscal year in which this statement is initially applied, with any transition adjustment recognized as a cumulative-effect adjustment to the opening balance
of retained earnings. The provisions of SFAS No. 157 are effective for the fiscal years beginning after November 15, 2007; therefore, we anticipate adopting this standard as of January 1, 2008. We do not believe adoption of SFAS 157
will have a material impact on our financial position, results of operations or cash flows.

In September 2006, the SEC issued Staff Accounting Bulletin
No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108). SAB 108 provides guidance on how prior year misstatements should be taken
into consideration when quantifying misstatements in current year financial statements for purposes of determining whether the current years financial statements are materially misstated. SAB 108 permits registrants to record the cumulative
effect of initial adoption by recording the necessary correcting adjustments to



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the carrying values of assets and liabilities as of the beginning of that year with the offsetting adjustment recorded to
the opening balance of retained earnings only if material under the dual method. SAB 108 is effective for fiscal years ending on or after November 15, 2006. We do not believe adoption of SAB 108 will have a material impact on our financial
position, results of operations or cash flows.



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RESULTS OF OPERATIONS



|                                                                          |  |                    |         |                 |   |                         |  |     |   
|------------------------------------------------------------------------- |  | ------------------ | ------- | --------------- | - | ----------------------- |  | --- | --
|                                                                          |  | Three Months Ended |         | % Change        |  
|(In Thousands, Except Percentages and Per Admission Data)                 |  | October 1, 2006    |         | October 2, 2005 |   | Favorable/(Unfavorable) | 
|Operation data:                                                           |  |                    |         |                 |   |                         |  |     |   
|Paid theme park admissions                                                |  |                    | 2,787   |                 |   | 2,935                   |  | (5  | )%
|Turnstile theme park admissions                                           |  |                    | 2,961   |                 |   | 3,121                   |  | (5  | )%
|Theme park pass revenue per paid admission                                |  | $                  | 40.78   |                 | $ | 40.38                   |  | 1   | % 
|Theme park food, beverage and merchandise revenue per turnstile admission |  |                    | 19.04   |                 |   | 17.41                   |  | 9   | % 
|Statement of operations data:                                             |  |                    |         |                 |   |                         |  |     |   
|Operating revenues:                                                       |  |                    |         |                 |   |                         |  |     |   
|Theme park pass revenue                                                   |  | $                  | 113,659 |                 | $ | 118,523                 |  | (4  | )%
|Theme park food and beverage                                              |  |                    | 28,998  |                 |   | 29,467                  |  | (2  | )%
|Theme park merchandise                                                    |  |                    | 27,383  |                 |   | 24,884                  |  | 10  | % 
|Other                                                                     |  |                    | 55,481  |                 |   | 52,918                  |  | 5   | % 
|                                                                          |  |                    |         |                 |   |                         |  |     |   
|Total operating revenues                                                  |  |                    | 225,521 |                 |   | 225,792                 |  | 0   | % 
|Costs and operating expenses:                                             |  |                    |         |                 |   |                         |  |     |   
|Theme park operations                                                     |  |                    | 41,318  |                 |   | 42,827                  |  | 4   | % 
|Theme park selling, general and administrative                            |  |                    | 29,777  |                 |   | 25,845                  |  | (15 | )%
|Theme park cost of products sold                                          |  |                    | 28,304  |                 |   | 27,260                  |  | (4  | )%
|Special fee payable to Vivendi Universal Entertainment and consultant fee |  |                    | 14,200  |                 |   | 14,263                  |  | 0   | % 
|Depreciation and amortization                                             |  |                    | 27,190  |                 |   | 29,889                  |  | 9   | % 
|Other                                                                     |  |                    | 31,864  |                 |   | 32,671                  |  | 2   | % 
|                                                                          |  |                    |         |                 |   |                         |  |     |   
|Total costs and operating expenses                                        |  |                    | 172,653 |                 |   | 172,755                 |  | 0   | % 
|                                                                          |  |                    |         |                 |   |                         |  |     |   
|Operating income                                                          |  |                    | 52,868  |                 |   | 53,037                  |  | 0   | % 
|Non-operating expenses                                                    |  |                    | 24,772  |                 |   | 27,255                  |  | 9   | % 
|                                                                          |  |                    |         |                 |   |                         |  |     |   
|Net income                                                                |  | $                  | 28,096  |                 | $ | 25,782                  |  | 9   | % 
|                                                                          |  |                    |         |                 |   |                         |  |     |   

Three Months Ended October 1, 2006 Compared to Three Months Ended October 2, 2005

Overall, paid theme park admissions were down 5%, primarily due to lower attendance from the international market. We experienced 5% positive growth from our outer United
States market, partially offset by a 2% decline from our Florida market.

The unfavorable attendance during the quarter was offset by a 9% increase in per
capita spend for food, beverage and merchandise and a 5% increase in Other Revenue. The increase in per capita spend for food, beverage and merchandise resulted in $2.0 million in additional revenue. Other revenue was favorable by $2.6 million,
which was driven by $1.5 million in additional revenue from passes that allow guests express access on our rides; and $3.0 million in ground rent from our onsite hotels. This was offset by $2.2 million in decreased revenue from Universal
Parks & Resorts Vacations (our wholesale and consumer direct travel company).

In connection with the decrease in paid admissions, volume related
operational expenses decreased 4%. We did experience an increase in theme park selling, general and administrative costs, of which $2.5 million related to the additional investment in our marketing initiatives. As a percentage of theme park food and
beverage and merchandise revenue, cost of products sold was flat at 50.2% in both years. Other operating expenses were favorable due to lower costs from Universal Parks & Resorts Vacations of $1.5 million. Non-operating expenses were
favorable primarily due to the increase value of our interest-rate swaps of $2.2 million and increase interest income of $1.1 million, offset by higher interest rates increasing interest expense $0.9 million.



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|                                                                          |  |                   |         |                 |   |                         |  |     |   
|------------------------------------------------------------------------- |  | ----------------- | ------- | --------------- | - | ----------------------- |  | --- | --
|                                                                          |  | Nine Months Ended |         | % Change        |  
|(In Thousands, Except Percentages and Per Admission Data)                 |  | October 1, 2006   |         | October 2, 2005 |   | Favorable/(Unfavorable) | 
|Operation data:                                                           |  |                   |         |                 |   |                         |  |     |   
|Paid theme park admissions                                                |  |                   | 8,130   |                 |   | 8,493                   |  | (4  | )%
|Turnstile theme park admissions                                           |  |                   | 8,715   |                 |   | 9,060                   |  | (4  | )%
|Theme park pass revenue per paid admission                                |  | $                 | 39.71   |                 | $ | 40.17                   |  | (1  | )%
|Theme park food, beverage and merchandise revenue per turnstile admission |  |                   | 18.82   |                 |   | 17.34                   |  | 9   | % 
|Statement of operations data:                                             |  |                   |         |                 |   |                         |  |     |   
|Operating revenues:                                                       |  |                   |         |                 |   |                         |  |     |   
|Theme park pass revenue                                                   |  | $                 | 322,810 |                 | $ | 341,188                 |  | (5  | )%
|Theme park food and beverage                                              |  |                   | 84,879  |                 |   | 83,360                  |  | 2   | % 
|Theme park merchandise                                                    |  |                   | 79,175  |                 |   | 73,754                  |  | 7   | % 
|Other                                                                     |  |                   | 169,903 |                 |   | 165,399                 |  | 3   | % 
|                                                                          |  |                   |         |                 |   |                         |  |     |   
|Total operating revenues                                                  |  |                   | 656,767 |                 |   | 663,701                 |  | (1  | )%
|Costs and operating expenses:                                             |  |                   |         |                 |   |                         |  |     |   
|Theme park operations                                                     |  |                   | 122,563 |                 |   | 123,962                 |  | 1   | % 
|Theme park selling, general and administrative                            |  |                   | 116,247 |                 |   | 110,834                 |  | (5  | )%
|Theme park cost of products sold                                          |  |                   | 80,226  |                 |   | 79,297                  |  | (1  | )%
|Special fee payable to Vivendi Universal Entertainment and consultant fee |  |                   | 41,124  |                 |   | 41,645                  |  | 1   | % 
|Depreciation and amortization                                             |  |                   | 83,865  |                 |   | 88,873                  |  | 6   | % 
|Other                                                                     |  |                   | 101,859 |                 |   | 103,723                 |  | 2   | % 
|                                                                          |  |                   |         |                 |   |                         |  |     |   
|Total costs and operating expenses                                        |  |                   | 545,884 |                 |   | 548,334                 |  | 0   | % 
|                                                                          |  |                   |         |                 |   |                         |  |     |   
|Operating income                                                          |  |                   | 110,883 |                 |   | 115,367                 |  | (4  | )%
|Non-operating expenses                                                    |  |                   | 81,059  |                 |   | 81,219                  |  | 0   | % 
|                                                                          |  |                   |         |                 |   |                         |  |     |   
|Net income                                                                |  | $                 | 29,824  |                 | $ | 34,148                  |  | (13 | )%
|                                                                          |  |                   |         |                 |   |                         |  |     |   

Nine Months Ended October 1, 2006 Compared to Nine Months Ended October 2, 2005

As described in the Overview Related to Financial Results section, paid admissions decreased by 4%. Specifically, the outer United States and international markets
experienced decreased paid attendance of 4% and 11%, respectively, partially offset by a 5% growth in the Florida market.

Despite lower paid admissions,
we generated a 2% growth in overall per capita spend as a result of a 9% increase in per capita spend on our food, beverage and merchandise sales. Other revenue was favorable by $4.5 million, or 3%. This was driven by $6.3 million in additional
revenue from passes that allow guests express access on our rides and $3.0 million from ground rent from our onsite hotels. This was offset by $4.6 million in lower revenue from Universal Parks & Resorts Vacations.

Theme park selling, general and administrative increased largely from $4.6 million in increased advertising. As a percentage of theme park food and beverage and
merchandise revenue, cost of products sold had improvement to 48.9% in 2006 as compared to 50.5% in 2005. This improvement is partially due to a change in mix toward higher margin products. Other operating expenses were favorable by $1.8 million
primarily due to lower costs from Universal Parks & Resorts Vacations of $2.5 million, offset by higher utility costs of $1.3 million. Non-operating expenses were unfavorable largely due to $2.2 million from higher interest rates. This was
offset by $2.4 million in additional interest income.



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##### Table of Contents

EBITDA

We have
included EBITDA because it is used by some investors as a measure of our ability to service debt. In addition, it is the primary basis in our senior secured credit agreement to determine our quarterly compliance with our funded debt ratio and the
interest coverage ratio, which is computed based on the prior twelve months. We believe our senior secured credit agreement is a material agreement as it represents a critical component of our capital structure and an important source of our
liquidity. Our failure to comply with the financial maintenance covenants in our senior secured credit agreement would result in an event of default occurring under the agreement which would give our lenders the right to accelerate all of the
indebtedness then outstanding under that agreement. EBITDA represents earnings before interest, taxes and depreciation and amortization. EBITDA is not prepared in accordance with United States generally accepted accounting principles and should not
be considered as an alternative for net income, net cash provided by operating activities and other consolidated income or cash flow statement data prepared in accordance with generally accepted accounting principles or as a measure of profitability
or liquidity. EBITDA, because it is before debt service, capital expenditures, and working capital needs, does not represent cash that is available for other purposes at our discretion. Our presentation of EBITDA may not be comparable to similarly
titled measures reported by other companies. The following is a reconciliation of net cash provided by operating activities to EBITDA:



|                                                                             |  |                    |         |   |                   |   |        |                 |  |   |                 |   |  |   |         |  
|---------------------------------------------------------------------------- |  | ------------------ | ------- | - | ----------------- | - | ------ | --------------- |  | - | --------------- | - |  | - | ------- | -
|                                                                             |  | Three Months Ended |         |   | Nine Months Ended |  
|(In Thousands)                                                               |  | October 1, 2006    |         |   | October 2, 2005   |   |        | October 1, 2006 |  |   | October 2, 2005 |  
|Cash and cash equivalents provided by operating activities                   |  | $                  | 67,582  |   |                   | $ | 59,752 |                 |  | $ | 174,802         |   |  | $ | 125,687 |  
|Adjustments:                                                                 |  |                    |         |   |                   |   |        |                 |  |   |                 |   |  |   |         |  
|Interest expense                                                             |  |                    | 27,620  |   |                   |   | 26,692 |                 |  |   | 82,271          |   |  |   | 80,120  |  
|Interest income                                                              |  |                    | (1,745  | ) |                   |   | (536   | )               |  |   | (3,365          | ) |  |   | (952    | )
|Amortization of deferred finance costs                                       |  |                    | (1,322  | ) |                   |   | (1,317 | )               |  |   | (3,952          | ) |  |   | (3,936  | )
|Deferred special fee and interest payable to Vivendi Universal Entertainment |  |                    | (1,606  | ) |                   |   | (1,166 | )               |  |   | (4,527          | ) |  |   | 23,439  |  
|Income (loss) from joint ventures                                            |  |                    | 39      |   |                   |   | 29     |                 |  |   | 41              |   |  |   | (171    | )
|Accretion of bond discount                                                   |  |                    | (214    | ) |                   |   | (212   | )               |  |   | (639            | ) |  |   | (632    | )
|Minority interest in net earnings of UCRP                                    |  |                    | (300    | ) |                   |   | (319   | )               |  |   | (2,196          | ) |  |   | (2,110  | )
|Change in working capital                                                    |  |                    | (10,255 | ) |                   |   | (287   | )               |  |   | (49,842         | ) |  |   | (19,486 | )
|                                                                             |  |                    |         |   |                   |   |        |                 |  |   |                 |   |  |   |         |  
|EBITDA                                                                       |  | $                  | 79,799  |   |                   | $ | 82,636 |                 |  | $ | 192,593         |   |  | $ | 201,959 |  
|                                                                             |  |                    |         |   |                   |   |        |                 |  |   |                 |   |  |   |         |  



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##### Table of Contents

LIQUIDITY AND CAPITAL RESOURCES

Cash flows

The following table summarizes key aspects of our cash flows for the nine months ended October 1,
2006 and October 2, 2005:



|                                                               |  |                   |         |                 |   |        
|-------------------------------------------------------------- |  | ----------------- | ------- | --------------- | - | -------
|                                                               |  | Nine Months Ended
|                                                               |  | October 1, 2006   |         | October 2, 2005
|                                                               |  | (In thousands)   
|Net cash and cash equivalents provided by operating activities |  | $                 | 174,802 |                 | $ | 125,687
|Net cash and cash equivalents used in investing activities     |  |                   | 32,878  |                 |   | 22,357 
|Capital expenditures                                           |  |                   | 33,090  |                 |   | 25,185 
|Net cash and cash equivalents used in financing activities     |  |                   | 86,655  |                 |   | 47,699 

During the nine months ended October 1, 2006 and October 2, 2005, respectively, net cash provided by
operating activities was $174.8 million and $125.7 million. The increase, which totaled $49.1 million, was primarily driven by the $26.6 million payment of special fees to Vivendi Universal Entertainment during 2005 and $17.7 million in lower
payments related to our long-term incentive plan, which were also paid in 2005, and changes in other working capital. These amounts were partially offset by the decrease in our net income of $4.3 million.

During the nine months ended October 1, 2006 and October 2, 2005, respectively, net cash used in investing activities was $32.9 million and $22.4 million.
During both periods, the balance consisted primarily of capital expenditures. During the nine months ended October 1, 2006 and October 2, 2005, net cash used for financing activities was $86.7 million and $47.7 million, respectively. Both
totals were comprised of principal payments on our senior secured credit facility, distributions to partners and distributions of the minority interest of UCRP. The principal payments on our senior secured credit facility totaled $35.5 million and
$4.1 million, respectively, during the nine months ended October 1, 2006 and October 2, 2005.

Financial position

The following table summarizes key aspects in our financial position and liquidity as of October 1, 2006 and December 31, 2005:



|                                                           |  |                 |           |                   |   |          
|---------------------------------------------------------- |  | --------------- | --------- | ----------------- | - | ---------
|                                                           |  | As of          
|                                                           |  | October 1, 2006 |           | December 31, 2005
|                                                           |  | (In thousands) 
|Cash and cash equivalents                                  |  | $               | 102,102   |                   | $ | 46,833   
|Unused portion of revolving credit facility                |  |                 | 100,000   |                   |   | 100,000  
|Current portion of long-term borrowings and capital leases |  |                 | 815       |                   |   | 6,565    
|Current portion of special fees                            |  |                 | 14,471    |                   |   | 7,811    
|Long-term portion of special fees                          |  |                 | 79,232    |                   |   | 74,705   
|Total long-term obligations (1)                            |  |                 | 1,006,545 |                   |   | 1,035,929

---

|(1) | Long-term obligations include long-term borrowings (excluding current portions), and long-term capital lease obligations.
|--- | -------------------------------------------------------------------------------------------------------------------------

At October 1, 2006, our total debt was $1,007.4 million, which primarily included $497.1 million outstanding under the bonds due in April 2010 ($500.0 million, net
of a remaining discount of $2.9 million) and $509.0 million outstanding under UCDPs senior secured credit facility. At October 1, 2006, we also had $202.1 million in cash and unused revolving credit, consisting of $102.1 million in cash
and $100.0 million available under our revolving credit facilities. Our senior secured credit agreement and bonds contain certain customary limitations. We believe we were in compliance with all financial covenants as of October 1, 2006. Our
notes are due in 2010, while the senior secured credit agreement calls for quarterly principal installments of 0.25% with the remainder due in 2011. Our senior secured credit facility is repayable in full at December 1, 2009, if the April 2010
notes are not refinanced or repaid in full prior to such date. It is highly unlikely that we will be able to generate enough cash to pay these balances in full prior to the specified due dates which would then necessitate refinancing our long- term
debt. Furthermore, our access to capital markets and our ability to issue various securities to raise capital could be affected by changes in our bond ratings. Although our bond rating has remained consistent during 2006, we can not be assured that
future changes in our ratings will not occur.



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##### Table of Contents

We believe that funds generated from our operations and our available borrowing capacity will be adequate to fund our
debt service requirements, capital expenditures and working capital requirements for the next 12 months. Although we believe that our current financial position and financing options will provide flexibility in financing activities and permit us to
respond to changing conditions, we cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our revolving credit facility in an amount sufficient to enable us to
pay our indebtedness, or to fund our other liquidity needs. Our ability to continue to fund these items and continue to reduce debt could be adversely affected by the occurrence of unfavorable events.

Special fees

Under our partnership agreement, a special
fee is payable to Vivendi Universal Entertainment through Universal CPM. The special fee is calculated at 5% of certain gross operating revenues, as defined in the UCDP partnership agreement, generated from each of Universal Studios Florida
and Universals Islands of Adventure. Our most restrictive quarterly covenant for payment of the special fee is a rolling 12-month debt to EBITDA ratio of 5.0 to 1.0 or less related to the current special fees below $20.0 million and 4.0 to 1.0
or less related to the current and deferred special fees in excess of $20.0 million. We believe that these ratios were met as of December 31, 2005. Accordingly, during the three and nine months ended October 1, 2006, we paid fees of $13.6
million and $21.4 million to Vivendi Universal Entertainment. Likewise, during the three months and nine months ended October 2, 2005, we paid fees of $26.4 million and $63.7 million. We believe that we were also in compliance with these ratios
at October 1, 2006, including consideration of a $30.0 million term loan prepayment. Accordingly, we will pay fees of $14.5 million during the fourth quarter of 2006 (of which $4.6 million is considered deferred according to definitions within
the debt agreement).

Market risk

We are exposed to
market risks relating to fluctuations in interest rates. Our practice is to utilize derivative financial instruments to manage a portion of these interest rate risks. As a result, we have $159.0 million of unhedged variable rate debt. Based on these
variable-rate obligations, each 1% increase or decrease in the level of interest rates would, respectively, increase or decrease our annual interest expense and related cash payments by approximately $1.6 million. Such potential increases or
decreases are based on certain simplifying assumptions, including a constant level of variable-rate debt for all maturities and an immediate, across-the-board increase or decrease in the level of interest rates with no other subsequent changes for
the remainder of the period.

During the nine months ended October 1, 2006, five of our interest rate swap agreements expired. At October 1,
2006, we had three remaining interest-rate swap agreements outstanding with an aggregate notional debt amount of $650.0 million. Two of these swaps, with a notional amount of $500.0 million, effectively fix our interest rate on our variable rate
debt. The other swap, with a notional amount of $150.0 million, effectively makes the interest rate on our fixed rate debt variable.

The following table
summarizes the impact of our interest rate swaps on our financial position as of October 1, 2006 and December 31, 2005 (in thousands):



|                               |  |                 |         |                   |   |                |  |                  |         |  |   |      
|------------------------------ |  | --------------- | ------- | ----------------- | - | -------------- |  | ---------------- | ------- |  | - | -----
|                               |  | October 1, 2006 |         | December 31, 2005
|                               |  | Notional value  |         | Fair value asset  |   | Notional value |  | Fair value asset
|Total interest rate swaps, net |  | $               | 650,000 |                   | $ | 3,625          |  | $                | 910,400 |  | $ | 1,748
|                               |  |                 |         |                   |   |                |  |                  |         |  |   |      



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##### Table of Contents

The following tables summarize the changes in fair value of our interest rate swaps during the three and nine months
ended October 1, 2006 and October 2, 2005 (in thousands):



|                                             |  |                                                 |       |   |                                               |   |        |                                          |  |   |                                               |   |  |   |       |  
|-------------------------------------------- |  | ----------------------------------------------- | ----- | - | --------------------------------------------- | - | ------ | ---------------------------------------- |  | - | --------------------------------------------- | - |  | - | ----- | -
|                                             |  | Three Months Ended October 1, 2006              |       |   | Three Months Ended October 2, 2005            |  
|                                             |  | Gain recorded in statement of operations        |       |   | Recorded in other comprehensive income (loss) |   |        | Loss recorded in statement of operations |  |   | Recorded in other comprehensive income        |  
|Changes in fair value of interest rate swaps |  | $                                               | 1,364 |   |                                               | $ | (6,510 | )                                        |  | $ | (809                                          | ) |  | $ | 6,867 |  
|Ineffective amortization                     |  |                                                 |      |   |                                               |   |       |                                          |  |   |                                              |   |  |   | 1,346 |  
|                                             |  |                                                 |       |   |                                               |   |        |                                          |  |   |                                               |   |  |   |       |  
|Total                                        |  | $                                               | 1,364 |   |                                               | $ | (6,510 | )                                        |  | $ | (809                                          | ) |  | $ | 8,213 |  
|                                             |  |                                                 |       |   |                                               |   |        |                                          |  |   |                                               |   |  |   |       |  
|                                             |  |                                                
|                                             |  | Nine Months Ended October 1, 2006               |       |   | Nine Months Ended October 2, 2005             |  
|                                             |  | Gain (loss) recorded in statement of operations |       |   | Recorded in other comprehensive income        |   |        | Gain recorded in statement of operations |  |   | Recorded in other comprehensive income (loss) |  
|Changes in fair value of interest rate swaps |  | $                                               | 224   |   |                                               | $ | 1,653  |                                          |  | $ | 230                                           |   |  | $ | (181  | )
|Ineffective amortization                     |  |                                                 | (222  | ) |                                               |   | 222    |                                          |  |   |                                              |   |  |   | 4,068 |  
|                                             |  |                                                 |       |   |                                               |   |        |                                          |  |   |                                               |   |  |   |       |  
|Total                                        |  | $                                               | 2     |   |                                               | $ | 1,875  |                                          |  | $ | 230                                           |   |  | $ | 3,887 |  
|                                             |  |                                                 |       |   |                                               |   |        |                                          |  |   |                                               |   |  |   |       |  

We are exposed to credit loss in the event of nonperformance by the other party to our derivative financial
instruments. We limit this exposure by entering into agreements directly with a number of major financial institutions that meet our credit standards and that are expected to satisfy fully their obligations under these contracts. We view derivative
financial instruments as a risk management tool and do not use them for speculative or trading purposes.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS

Certain statements appearing in this report are forward-looking statements. Forward-looking statements include statements
concerning our plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, business trends and other information that is not historical
information. When used in this report, the words estimates, expects, anticipates, projects, plans, intends, believes, forecasts or future conditional
verbs, such as will, should, could, or may and variations of such words or similar expressions, are intended to identify forward-looking statements. Because these forward-looking statements are subject
to numerous risks and uncertainties, our actual results may differ materially from those expressed in or implied by such forward-looking statements. Some of the risks and uncertainties that may cause such differences include, but are not limited to,
risks and uncertainties relating to general economic downturn; the dependence of our business on air travel; the risks inherent in deriving substantially all of our revenues from one location; our dependence on Vivendi Universal Entertainment and
its affiliates; risks related to unfavorable outcomes of our legal proceedings; the loss of key distribution channels for pass sales; competition within the Orlando theme park market; publicity associated with accidents occurring at theme parks; the
loss of material intellectual property rights used in our business; and the seasonality of our business. There may also be other factors that may cause our actual results to differ materially from those expressed in or implied by any forward-looking
statements contained in this report.



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##### Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

See Item 2. Managements Discussion and
Analysis of Financial Condition and Results of Operations

ITEM 4. CONTROLS AND PROCEDURES

Universal City Development Partners, Ltd.The management of Universal City
Development Partners, Ltd. (UCDP) carried out an evaluation, with the participation of UCDPs Principal Executive Officer and Principal Financial Officer, of the effectiveness of UCDPs disclosure controls and procedures as of
the end of the period covered by this report. Based upon that evaluation, UCDPs Principal Executive Officer and Principal Financial Officer concluded that UCDPs disclosure controls and procedures were effective to ensure that information
required to be disclosed by UCDP in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules, regulations and forms promulgated by
the Securities and Exchange Commission.

During the quarter ended October 1, 2006, UCDP implemented a new purchasing system. This system is included
in UCDPs controls over financial reporting. There were no changes in UCDPs internal control over financial reporting during the quarter ended October 1, 2006 that has materially affected, or is reasonably likely to materially
affect, UCDPs internal control over financial reporting.

UCDP Finance, Inc.

The management of UCDP Finance, Inc. (Finance) carried out an evaluation, with the participation of Finances Principal Executive Officer and Principal Financial Officer, of the effectiveness of
Finances disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, Finances Principal Executive Officer and Principal Financial Officer concluded that Finances disclosure
controls and procedures were effective to ensure that information required to be disclosed by Finance in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time
periods specified in the rules, regulations and forms promulgated by the Securities and Exchange Commission.

There was not any change in Finances
internal control over financial reporting during the quarter ended October 1, 2006 that has materially affected, or is reasonably likely to materially affect, Finances internal control over financial reporting.



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##### Table of Contents

PART II  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

RIDE & SHOW

On November 13, 2003, Ride & Show Engineering, Inc. filed a Complaint For Patent Infringement, Injunctive Relief and Damages (the Complaint) in the United States District Court for the Central District
of California, naming USJ Co., Ltd., and Universal City Studios LLLP d/b/a Universal Studios Recreation Group, affiliates of UCHC, as defendants. On February 12, 2004, the Plaintiff served a First Amended Complaint (the Amended Complaint)
naming the above-referenced defendants as well as UCDP and another company, Oriental Land Co., Ltd., as additional defendants. On September 24, 2003, a similar complaint was filed in the same court against other defendants, including entities
that appear to be operators of amusement parks and amusement park rides, and designers and manufacturers of amusement park rides. The Amended Complaint alleges that the named defendants have infringed U.S. Patent No. 5,527,221 (the Patent) by
operating, making, using, selling, advertising, and/or offering for sale in the United States amusement park rides that embody or otherwise practice one or more of the claims of such Patent or by otherwise contributing to infringement or inducing
others to infringe. The Amended Complaint did not include specific allegations concerning the location or manner of alleged infringement. However, plaintiffs counsel has advised UCDP that the allegations of the Amended Complaint relate to
rides located at UCDPs theme parks. On February 3, 2006 USJ Co. Ltd. entered into a Settlement and License Agreement pursuant to which Ride & Show agreed to dismiss the California Case.

UCDP filed a motion seeking to either dismiss the action or to transfer it to the Middle District of Florida. On May 5, 2004, the United States District Court for
the Central District of California granted the Motion and dismissed, without prejudice, the case for improper venue. As a result, UCDP is no longer a party to that action. On May 21, 2004, UCDP filed a Complaint against Ride & Show
Engineering, Inc. (Ride & Show) in the U.S. District Court for the Middle District of Florida. The Complaint contains counts for declaratory relief, breach of contract, conversion, unjust enrichment, constructive trust, and fraud. Among
other things, the Complaint challenges Ride & Shows ownership of the subject Patent and the validity of the Patent. In addition, UCDP sought a declaration by the Court that it has not infringed the Patent. UCDP also sought damages for
Ride & Shows use of the invention that is the subject of the Patent. On July 19, 2004, Ride & Show filed a motion to dismiss the Complaint and to transfer a portion of UCDPs declaratory relief count to the U.S.
District Court for the Central District of California. UCDP opposed the motion and on August 26, 2004, Ride & Shows motion was denied. On September 10, 2004 Ride & Show filed its answer and counterclaim for Patent
Infringement and Breach of Contract. On October 4, 2004 UCDP filed its answer to the counterclaim denying all material allegations and asserting numerous affirmative defenses. On May 26, 2005, UCDP and Ride & Show participated in
a court ordered mediation, which resulted in an impasse. Ride & Show moved for summary judgment on the Patent ownership issue and UCDP moved for summary judgment on all issues. On December 19, 2005, UCDP filed a Motion to Amend its
Reply to Ride & Shows Counterclaim to include the defense of res judicata based upon the dismissals of Moog and MTS in the California case. On February 21, 2006, the Magistrate issued a Report and Recommendation denying
UCDPs Motion to Amend and UCDP filed an Objection to Report and Recommendation. On March 6, 2006, the Court issued an Order denying UCDPs Motion for Summary Judgment and set a hearing on Ride and Shows Motion for Summary
Judgment, which was held on March 17, 2006. The Court held a hearing on March 29, 2006 with respect to UCDPs Objection to Report and Recommendation. As a result of the dismissal of the California Case, USJ Co. Ltd. has terminated its
Joint Defense Agreement and both USJ Co. and Universal Parks & Resorts ceased sharing costs of defense of the Ride & Show claims in the California and Florida Cases as of February 1, 2006. At a mediation held on April 11,
2006, the parties agreed to a resolution in principal of all claims and the parties have now executed mutually agreed settlement documentation. On April 12, 2006, the Court entered an Order of Dismissal without prejudice and denied all pending
motions as moot. The resolution was within the amount accrued for the loss contingency and was paid during the second quarter of 2006.

PROPERTY TAXES

In February 2006, UCDP was notified by the Orange County Property Appraisers Office that a tangible personal property tax review was underway for
the years 2003, 2004 and 2005. In August 2006, the Property Appraisers Office issued assessments of back taxes for those years, and also issued increased assessments of certain real and tangible personal property for 2006 over 2005 values. On
September 18, 2006, UCDP filed petitions to the Orange County Value Adjustment Board seeking review and adjustment of the assessments. In addition, on October 9, 2006, UCDP filed with the Orange County Property Appraiser exceptions to the
2006 tangible personal property assessment, and requested additional information relating to the back assessments. UCDP met with representatives of the Orange County Property Appraiser on October 18, 2006, and the parties are continuing
discussions. A hearing before the Value Adjustment Board on UCDPs petitions will likely be scheduled for December 2006. It is premature to assess the likelihood of any impact that this matter may have on the Companys financial position
or the results of operations.

OTHER

We are threatened
with or involved in various other legal actions and claims incidental to the conduct of its business. We do not expect a material impact to our results of operations, financial position or cash flows by reason of these actions.



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##### Table of Contents

ITEM 6. EXHIBITS

a) Exhibits



|        |  |                                                                                                                                        
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------
|31(i).1 |  | Certification of Principal Executive Officer of Universal City Development Partners, Ltd. Pursuant to Rule 13a-14(a) or Rule 15d-14(a).
|        | 
|31(i).2 |  | Certification of Principal Financial Officer of Universal City Development Partners, Ltd. Pursuant to Rule 13a-14(a) or Rule 15d-14(a).
|        | 
|31(i).3 |  | Certification of Principal Executive Officer of UCDP Finance, Inc. Pursuant to Rule 13a-14(a) or Rule 15d-14(a).                       
|        | 
|31(i).4 |  | Certification of Principal Financial Officer of UCDP Finance, Inc. Pursuant to Rule 13a-14(a) or Rule 15d-14(a).                       
|        | 
|32.1    |  | Certification of Principal Executive Officer of Universal City Development Partners, Ltd. Pursuant to 18 U.S.C. Section 1350.          
|        | 
|32.2    |  | Certification of Principal Financial Officer of Universal City Development Partners, Ltd. Pursuant to 18 U.S.C. Section 1350.          
|        | 
|32.3    |  | Certification of Principal Executive Officer of UCDP Finance, Inc. Pursuant to 18 U.S.C. Section 1350.                                 
|        | 
|32.4    |  | Certification of Principal Financial Officer of UCDP Finance, Inc. Pursuant to 18 U.S.C. Section 1350.                                 



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##### Table of Contents

SIGNATURES

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



|                        |  |                                           |  |                                                       
|----------------------- |  | ----------------------------------------- |  | ------------------------------------------------------
|                        |  | UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD.
|                        |  |                                          
|Date: November 14, 2006 |  | By:                                       |  | /s/ Michael J. Short                                  
|                        |  | Name:                                     |  | Michael J. Short                                      
|                        |  | Title:                                    |  | Principal Financial and Accounting Officer            
|                        | 
|                        |  | UCDP FINANCE, INC.                       
|                        |  |                                          
|Date: November 14, 2006 |  | By:                                       |  | /s/ Michael J. Short                                  
|                        |  | Name:                                     |  | Michael J. Short                                      
|                        |  | Title:                                    |  | Treasurer (Principal Financial and Accounting Officer)



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