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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 September 30, 2007

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 13, 2007 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

TABLE OF CONTENTS



|                                                                                              |  |     
|--------------------------------------------------------------------------------------------- |  | ----
|                                                                                              |  | PAGE
|PART I. FINANCIAL INFORMATION                                                                 |  |     
|                                                                                              | 
|ITEM 1. Condensed Consolidated Balance Sheets (unaudited)                                     |  | 3   
|ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 15  
|ITEM 3. Quantitative and Qualitative Disclosure About Market Risk                             |  | 22  
|ITEM 4. Controls and Procedures                                                               |  | 22  
|                                                                                              | 
|PART II. OTHER INFORMATION                                                                    |  |     
|                                                                                              | 
|ITEM 1. Legal Proceedings                                                                     |  | 23  
|ITEM 1A. Risk Factors                                                                         |  | 23  
|ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 24  
|ITEM 3. Defaults upon Senior Securities                                                       |  | 24  
|ITEM 4. Submission of Matters to a Vote of Security Holders                                   |  | 24  
|ITEM 5. Other Information                                                                     |  | 24  
|ITEM 6. Exhibits                                                                              |  | 26  
|                                                                                              | 
|SIGNATURES                                                                                    |  | 27  

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

Universal City Development Partners, Ltd and Subsidiaries

Condensed Consolidated Balance Sheets

(UNAUDITED)

(In
thousands)



|                                                |  |                   |            |   |                  |   |            |  
|----------------------------------------------- |  | ----------------- | ---------- | - | ---------------- | - | ---------- | -
|                                                |  | September 30,2007 |            |   | December 31,2006 |  
|ASSETS                                          |  |                   |            |   |                  |   |            |  
|Current assets:                                 |  |                   |            |   |                  |   |            |  
|Cash and cash equivalents                       |  | $                 | 230,205    |   |                  | $ | 66,617     |  
|Accounts receivable, net                        |  |                   | 32,311     |   |                  |   | 30,034     |  
|Receivables from related parties                |  |                   | 5,379      |   |                  |   | 7,576      |  
|Inventories, net                                |  |                   | 45,397     |   |                  |   | 43,816     |  
|Prepaid expenses and other assets               |  |                   | 9,432      |   |                  |   | 3,923      |  
|Notes receivable                                |  |                   |           |   |                  |   | 4,960      |  
|                                                |  |                   |            |   |                  |   |            |  
|Total current assets                            |  |                   | 322,724    |   |                  |   | 156,926    |  
|Property and equipment, at cost:                |  |                   |            |   |                  |   |            |  
|Land and land improvements                      |  |                   | 473,947    |   |                  |   | 488,675    |  
|Buildings and building improvements             |  |                   | 1,383,041  |   |                  |   | 1,377,175  |  
|Equipment, fixtures and furniture               |  |                   | 1,101,648  |   |                  |   | 1,105,048  |  
|Construction in process                         |  |                   | 48,786     |   |                  |   | 17,652     |  
|                                                |  |                   |            |   |                  |   |            |  
|Total property and equipment, at cost:          |  |                   | 3,007,422  |   |                  |   | 2,988,550  |  
|Less accumulated depreciation                   |  |                   | (1,352,320 | ) |                  |   | (1,273,232 | )
|                                                |  |                   |            |   |                  |   |            |  
|Property and equipment, net                     |  |                   | 1,655,102  |   |                  |   | 1,715,318  |  
|Other assets:                                   |  |                   |            |   |                  |   |            |  
|Interest rate swap assets, at fair market value |  |                   |           |   |                  |   | 4,050      |  
|Investments in unconsolidated entities          |  |                   | 10,695     |   |                  |   | 7,097      |  
|Intangible assets, net                          |  |                   | 55,532     |   |                  |   | 13,283     |  
|Deferred finance costs, net                     |  |                   | 15,883     |   |                  |   | 19,756     |  
|Assets held for sale                            |  |                   | 18,205     |   |                  |   | 2,551      |  
|Other assets                                    |  |                   | 8,671      |   |                  |   | 7,930      |  
|                                                |  |                   |            |   |                  |   |            |  
|Total other assets                              |  |                   | 108,986    |   |                  |   | 54,667     |  
|                                                |  |                   |            |   |                  |   |            |  
|Total assets                                    |  | $                 | 2,086,812  |   |                  | $ | 1,926,911  |  
|                                                |  |                   |            |   |                  |   |            |  

Continued on next page.



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Universal City Development Partners, Ltd and Subsidiaries

Condensed Consolidated Balance Sheets (Continued)

(UNAUDITED)

(In thousands)



|                                                                |  |                   |           |   |                  |   |          
|--------------------------------------------------------------- |  | ----------------- | --------- | - | ---------------- | - | ---------
|                                                                |  | September 30,2007 |           |   | December 31,2006
|LIABILITIES AND PARTNERS EQUITY                                |  |                   |           |   |                  |   |          
|Current liabilities:                                            |  |                   |           |   |                  |   |          
|Accounts payable and accrued liabilities                        |  | $                 | 150,759   |   |                  | $ | 89,065   
|Unearned revenue                                                |  |                   | 61,062    |   |                  |   | 47,250   
|Due to related parties                                          |  |                   | 11,834    |   |                  |   | 8,476    
|Current portion of capital lease and financing obligations      |  |                   | 99        |   |                  |   | 634      
|Current portion of long-term borrowings                         |  |                   |          |   |                  |   | 75       
|                                                                |  |                   |           |   |                  |   |          
|Total current liabilities                                       |  |                   | 223,754   |   |                  |   | 145,500  
|Long-term liabilities:                                          |  |                   |           |   |                  |   |          
|Long-term borrowings, net of current portion                    |  |                   | 1,006,918 |   |                  |   | 1,006,289
|Deferred special fees paid to affiliates                        |  |                   | 85,969    |   |                  |   | 80,873   
|Capital lease and financing obligations, net of current portion |  |                   | 30,917    |   |                  |   |         
|Minority interest in equity of UCRP                             |  |                   | 7,677     |   |                  |   | 8,066    
|Interest rate swap liability, at fair market value              |  |                   | 375       |   |                  |   |         
|Other                                                           |  |                   | 11,357    |   |                  |   | 7,699    
|                                                                |  |                   |           |   |                  |   |          
|Total long-term liabilities                                     |  |                   | 1,143,213 |   |                  |   | 1,102,927
|                                                                |  |                  
|Partners equity:                                               |  |                   |           |   |                  |   |          
|Vivendi Universal Entertainment                                 |  |                   | 360,110   |   |                  |   | 337,217  
|Blackstone                                                      |  |                   | 360,110   |   |                  |   | 337,217  
|Accumulated other comprehensive income                          |  |                   | (375      | ) |                  |   | 4,050    
|                                                                |  |                   |           |   |                  |   |          
|Total partners equity                                          |  |                   | 719,845   |   |                  |   | 678,484  
|                                                                |  |                   |           |   |                  |   |          
|Total liabilities and partners equity                          |  | $                 | 2,086,812 |   |                  | $ | 1,926,911
|                                                                |  |                   |           |   |                  |   |          

See accompanying notes.



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##### Table of Contents

Universal City Development Partners, Ltd and Subsidiaries

Condensed Consolidated Statements of Operations

(UNAUDITED)

(In thousands)



|                                                                          |  |                    |         |   |                   |   |         |                   |  |   |                |   |  |   |         |  
|------------------------------------------------------------------------- |  | ------------------ | ------- | - | ----------------- | - | ------- | ----------------- |  | - | -------------- | - |  | - | ------- | -
|                                                                          |  | Three Months Ended |         |   | Nine Months Ended |  
|                                                                          |  | September 30,2007  |         |   | October 1,2006    |   |         | September 30,2007 |  |   | October 1,2006 |  
|Operating revenues:                                                       |  |                    |         |   |                   |   |         |                   |  |   |                |   |  |   |         |  
|Theme park admissions                                                     |  | $                  | 130,659 |   |                   | $ | 113,659 |                   |  | $ | 343,873        |   |  | $ | 322,810 |  
|Theme park food and beverage                                              |  |                    | 33,467  |   |                   |   | 28,998  |                   |  |   | 89,482         |   |  |   | 84,879  |  
|Theme park merchandise                                                    |  |                    | 33,999  |   |                   |   | 27,383  |                   |  |   | 91,891         |   |  |   | 79,175  |  
|Other                                                                     |  |                    | 68,562  |   |                   |   | 55,481  |                   |  |   | 188,610        |   |  |   | 169,903 |  
|                                                                          |  |                    |         |   |                   |   |         |                   |  |   |                |   |  |   |         |  
|Total operating revenues                                                  |  |                    | 266,687 |   |                   |   | 225,521 |                   |  |   | 713,856        |   |  |   | 656,767 |  
|Costs and operating expenses:                                             |  |                    |         |   |                   |   |         |                   |  |   |                |   |  |   |         |  
|Theme park operations                                                     |  |                    | 44,818  |   |                   |   | 41,318  |                   |  |   | 128,014        |   |  |   | 122,563 |  
|Theme park selling, general and administrative                            |  |                    | 30,669  |   |                   |   | 29,777  |                   |  |   | 118,439        |   |  |   | 116,247 |  
|Theme park cost of products sold                                          |  |                    | 31,329  |   |                   |   | 28,304  |                   |  |   | 85,734         |   |  |   | 80,226  |  
|Special fee payable to Vivendi Universal Entertainment and consultant fee |  |                    | 16,803  |   |                   |   | 14,200  |                   |  |   | 44,787         |   |  |   | 41,124  |  
|Depreciation and amortization                                             |  |                    | 28,344  |   |                   |   | 27,190  |                   |  |   | 82,644         |   |  |   | 83,865  |  
|Other                                                                     |  |                    | 34,066  |   |                   |   | 31,864  |                   |  |   | 104,116        |   |  |   | 101,859 |  
|                                                                          |  |                    |         |   |                   |   |         |                   |  |   |                |   |  |   |         |  
|Total costs and operating expenses                                        |  |                    | 186,029 |   |                   |   | 172,653 |                   |  |   | 563,734        |   |  |   | 545,884 |  
|                                                                          |  |                    |         |   |                   |   |         |                   |  |   |                |   |  |   |         |  
|Operating income                                                          |  |                    | 80,658  |   |                   |   | 52,868  |                   |  |   | 150,122        |   |  |   | 110,883 |  
|Other expense (income):                                                   |  |                    |         |   |                   |   |         |                   |  |   |                |   |  |   |         |  
|Interest expense                                                          |  |                    | 27,171  |   |                   |   | 27,620  |                   |  |   | 81,164         |   |  |   | 82,271  |  
|Interest income                                                           |  |                    | (2,214  | ) |                   |   | (1,745  | )                 |  |   | (4,617         | ) |  |   | (3,365  | )
|Change in fair value of interest rate swaps                               |  |                    |        |   |                   |   | (1,364  | )                 |  |   |               |   |  |   | (2      | )
|Income from investments in unconsolidated entities                        |  |                    | (1,971  | ) |                   |   | (39     | )                 |  |   | (1,103         | ) |  |   | (41     | )
|Gain on sale of property and equipment                                    |  |                    |        |   |                   |   |        |                   |  |   | (2,776         | ) |  |   |        |  
|Minority interest in net earnings of UCRP                                 |  |                    | 398     |   |                   |   | 300     |                   |  |   | 2,380          |   |  |   | 2,196   |  
|                                                                          |  |                    |         |   |                   |   |         |                   |  |   |                |   |  |   |         |  
|Total other expense                                                       |  |                    | 23,384  |   |                   |   | 24,772  |                   |  |   | 75,048         |   |  |   | 81,059  |  
|                                                                          |  |                    |         |   |                   |   |         |                   |  |   |                |   |  |   |         |  
|Net income                                                                |  | $                  | 57,274  |   |                   | $ | 28,096  |                   |  | $ | 75,074         |   |  | $ | 29,824  |  
|                                                                          |  |                    |         |   |                   |   |         |                   |  |   |                |   |  |   |         |  

See accompanying notes.



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Universal City Development Partners, Ltd and Subsidiaries

Condensed Consolidated Statement of Changes in Partners Equity

(UNAUDITED)

(In thousands)



|                                                                  |  |                                |         |   |            |   |         |                                      |  |   |        |   |  |   |         |  
|----------------------------------------------------------------- |  | ------------------------------ | ------- | - | ---------- | - | ------- | ------------------------------------ |  | - | ------ | - |  | - | ------- | -
|                                                                  |  | Vivendi UniversalEntertainment |         |   | Blackstone |   |         | Accumulated othercomprehensiveincome |  |   | Total  |  
|Balance, December 31, 2006                                        |  | $                              | 337,217 |   |            | $ | 337,217 |                                      |  | $ | 4,050  |   |  | $ | 678,484 |  
|Decrease in fair value of interest rate swap designated as hedges |  |                                |        |   |            |   |        |                                      |  |   | (4,425 | ) |  |   | (4,425  | )
|Partner distributions                                             |  |                                | (14,644 | ) |            |   | (14,644 | )                                    |  |   |        |   |  |   | (29,288 | )
|Net income                                                        |  |                                | 37,537  |   |            |   | 37,537  |                                      |  |   |       |   |  |   | 75,074  |  
|                                                                  |  |                                |         |   |            |   |         |                                      |  |   |        |   |  |   |         |  
|Balance, September 30, 2007                                       |  | $                              | 360,110 |   |            | $ | 360,110 |                                      |  | $ | (375   | ) |  | $ | 719,845 |  
|                                                                  |  |                                |         |   |            |   |         |                                      |  |   |        |   |  |   |         |  

See accompanying notes.



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Universal City Development Partners, Ltd and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(UNAUDITED)

(In thousands)



|                                                                                                       |  |                   |         |   |                |   |         |  
|------------------------------------------------------------------------------------------------------ |  | ----------------- | ------- | - | -------------- | - | ------- | -
|                                                                                                       |  | Nine months ended |        
|                                                                                                       |  | September 30,2007 |         |   | October 1,2006 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                                   |  |                   |         |   |                |   |         |  
|Net income                                                                                             |  | $                 | 75,074  |   |                | $ | 29,824  |  
|                                                                                                       |  |                  
|Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities: |  |                   |         |   |                |   |         |  
|Depreciation                                                                                           |  |                   | 81,603  |   |                |   | 82,780  |  
|Amortization of intangible assets                                                                      |  |                   | 1,041   |   |                |   | 1,085   |  
|Amortization of deferred finance costs                                                                 |  |                   | 3,873   |   |                |   | 3,952   |  
|Accretion of bond discount                                                                             |  |                   | 629     |   |                |   | 639     |  
|Interest on financing obligations                                                                      |  |                   | 788     |   |                |   |        |  
|Distributions from investments in unconsolidated entities, net                                         |  |                   | 1,161   |   |                |   | 212     |  
|Gain on sale property and equipment                                                                    |  |                   | (2,776  | ) |                |   |        |  
|Change in fair value of interest rate swaps                                                            |  |                   |        |   |                |   | (2      | )
|Income from investments in unconsolidated entities                                                     |  |                   | (1,103  | ) |                |   | (41     | )
|Minority interest in net earnings of UCRP                                                              |  |                   | 2,380   |   |                |   | 2,196   |  
|Changes in operating assets and liabilities:                                                           |  |                   |         |   |                |   |         |  
|Accounts receivable, net                                                                               |  |                   | (2,276  | ) |                |   | (5,405  | )
|Notes receivable                                                                                       |  |                   | 4,960   |   |                |   |        |  
|Receivables from related parties                                                                       |  |                   | 2,197   |   |                |   | (373    | )
|Inventories, net                                                                                       |  |                   | (1,581  | ) |                |   | (4,726  | )
|Prepaid expenses and other assets                                                                      |  |                   | (5,510  | ) |                |   | (3,717  | )
|Other long-term assets                                                                                 |  |                   | (741    | ) |                |   | (491    | )
|Accounts payable and accrued liabilities                                                               |  |                   | 61,694  |   |                |   | 39,365  |  
|Unearned revenue                                                                                       |  |                   | 13,812  |   |                |   | 19,705  |  
|Due to related parties                                                                                 |  |                   | 3,358   |   |                |   | 5,199   |  
|Deferred special fees payable to Vivendi Universal Entertainment                                       |  |                   | 5,096   |   |                |   | 4,527   |  
|Other long-term liabilities                                                                            |  |                   | 3,658   |   |                |   | 285     |  
|                                                                                                       |  |                   |         |   |                |   |         |  
|Net cash and cash equivalents provided by operating activities                                         |  |                   | 247,337 |   |                |   | 175,014 |  
|                                                                                                       |  |                  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                                   |  |                   |         |   |                |   |         |  
|Property and equipment acquisitions                                                                    |  |                   | (44,221 | ) |                |   | (33,090 | )
|Proceeds relating to capital reimbursements                                                            |  |                   | 6,898   |   |                |   |        |  
|Proceeds relating to sale of property and equipment                                                    |  |                   | 3,058   |   |                |   |        |  
|                                                                                                       |  |                   |         |   |                |   |         |  
|Net cash and cash equivalents used in investing activities                                             |  | $                 | (34,265 | ) |                | $ | (33,090 | )

Continued on next page.



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Universal City Development Partners, Ltd and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Continued)

(UNAUDITED)

(In thousands)



|                                                                               |  |                   |         |   |                |   |         |  
|------------------------------------------------------------------------------ |  | ----------------- | ------- | - | -------------- | - | ------- | -
|                                                                               |  | Nine months ended |        
|                                                                               |  | September 30,2007 |         |   | October 1,2006 |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                           |  |                   |         |   |                |   |         |  
|Distributions of minority interest in equity of UCRP                           |  | $                 | (2,769  | ) |                | $ | (2,476  | )
|Payments of partner distributions                                              |  |                   | (29,288 | ) |                |   | (47,764 | )
|Contributions to investments in unconsolidated entities                        |  |                   | (3,656  | ) |                |   |        |  
|Payments on long-term borrowings, capital lease and financing obligations, net |  |                   | (13,771 | ) |                |   | (36,415 | )
|                                                                               |  |                   |         |   |                |   |         |  
|Net cash and cash equivalents used in financing activities                     |  |                   | (49,484 | ) |                |   | (86,655 | )
|                                                                               |  |                  
|Net increase in cash and cash equivalents                                      |  |                   | 163,588 |   |                |   | 55,269  |  
|Cash and cash equivalents at beginning of period                               |  |                   | 66,617  |   |                |   | 46,833  |  
|                                                                               |  |                   |         |   |                |   |         |  
|Cash and cash equivalents at end of period                                     |  | $                 | 230,205 |   |                | $ | 102,102 |  
|                                                                               |  |                   |         |   |                |   |         |  
|SUPPLEMENTAL DISCLOSURES OF NON-CASH INFORMATION                               |  |                   |         |   |                |   |         |  
|Notes payable issued for property and equipment                                |  | $                 |        |   |                | $ | 642     |  
|                                                                               |  |                   |         |   |                |   |         |  
|Financing obligations                                                          |  | $                 | 43,291  |   |                | $ |        |  
|                                                                               |  |                   |         |   |                |   |         |  
|(Decrease)/Increase in interest rate swap asset                                |  | $                 | (4,050  | ) |                | $ | 1,789   |  
|                                                                               |  |                   |         |   |                |   |         |  
|(Increase)/decrease in interest rate swap liability                            |  | $                 | (375    | ) |                | $ | 88      |  
|                                                                               |  |                   |         |   |                |   |         |  
|Disposal of fully depreciated assets                                           |  | $                 | 2,515   |   |                | $ | 3,875   |  
|                                                                               |  |                   |         |   |                |   |         |  

See accompanying notes.



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Universal City Development Partners, Ltd and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(UNAUDITED)

1. General

Basis of Presentation

The accompanying unaudited condensed 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 U.S. generally accepted accounting principles have been
omitted pursuant to those rules and regulations. The unaudited condensed consolidated financial statements reflect all normal recurring adjustments which are, in the opinion of the 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 condensed consolidated financial statements should
be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2006 and the notes, thereto, filed with the Securities and Exchange Commission under cover of Form 10-K.

The accompanying unaudited condensed 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 September 30, 2007 and October 1, 2006 each contained 91 days. The nine months ended
September 30, 2007 contained 273 days, while the nine months ended October 1, 2006 contained 274 days.

Seasonality

Based on the seasonality of attendance, the results for the three months and nine months ended September 30, 2007 and October 1, 2006 are not necessarily
indicative of results for the full year.

Reclassification

Certain items in the prior years condensed consolidated financial statements have been reclassified to conform to the 2007 presentation. The October 1, 2006 distributions from unconsolidated entities, net on the condensed
consolidated statement of cash flows, has been reclassified to the operating activities section, in accordance with Statement of Financial Accounting Standards No. 95, Statement of Cash Flows. These reclassifications had no
impact on net income or partners equity.



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##### Table of Contents

Inventories

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



|                                         |  |                   |        |   |                  |   |        |  
|---------------------------------------- |  | ----------------- | ------ | - | ---------------- | - | ------ | -
|                                         |  | September 30,2007 |        |   | December 31,2006 |  
|Merchandise                              |  | $                 | 14,476 |   |                  | $ | 12,709 |  
|Food and beverage                        |  |                   | 4,302  |   |                  |   | 4,259  |  
|Operating supplies and maintenance parts |  |                   | 27,876 |   |                  |   | 28,051 |  
|Less: reserves                           |  |                   | (1,257 | ) |                  |   | (1,203 | )
|                                         |  |                   |        |   |                  |   |        |  
|Total                                    |  | $                 | 45,397 |   |                  | $ | 43,816 |  
|                                         |  |                   |        |   |                  |   |        |  

Intangible Assets

Intangible assets primarily consist of the rights to use certain characters and trademarks. Intangible assets are recorded at net present value and amortized on a straight-line basis over a period ranging from 10 to 20 years, which has
a weighted average of 12 years. Intangible assets totaled $55,532,000 and $13,283,000, respectively, as of September 30, 2007 and December 31, 2006. This included $12,146,000 and $11,105,000 in accumulated amortization, respectively,
as of September 30, 2007 and December 31, 2006. Amortization expense amounted to $1,041,000 and $1,085,000, respectively, during the nine months ended September 30, 2007 and October 1, 2006, and $254,000 and $362,000,
respectively, during the three months ended September 30, 2007 and October 1, 2006. Amortization of existing intangible assets will be approximately $290,000, $1,981,000, $2,151,000, respectively, for the remainder of 2007, 2008 and 2009
and $5,441,000 each of the following three years.

Capital Reimbursements

The Company receives capital reimbursements for research and development costs on existing rides when VUE licenses the technology and schematics for various components of those rides either to affiliates of VUE or
licensees of other Universal theme parks. Under this arrangement, the Company collected approximately $3,393,000 and $6,898,000 for the three and nine-months ended September 30, 2007, respectively, stemming from Universal licensed theme parks
under construction in Singapore and Dubai. These costs are accounted for by reducing the cost basis of the various asset components along with the corresponding adjustment to future depreciation over the remaining life of the asset. In instances
where the individual asset components are, or become fully depreciated, the remaining allocation is recorded as miscellaneous income.

Financing
Obligations

Financing obligations represent the net present value of future payment obligations of certain intellectual property rights acquired under
long term contracts. These obligations increase monthly for imputed interest costs and decrease when payments are made. Financing obligations are reported on the condensed consolidated balance sheet under capital lease and financing obligations.

Change in Estimate

Due to the construction and
renovation of new rides and attractions, portions of existing rides and attractions will be disposed of prior to their original estimated useful life. As a result, depreciation of the existing rides and attractions will be accelerated to reflect
their remaining useful life. For the three and nine-months ended September 30, 2007, the Company incurred additional depreciation expense of $1,999,000 and $2,665,000, respectively, relating to accelerating the life of various ride and show
assets.

Recent Accounting Pronouncements

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 adoption of SFAS 155
did not have a material impact on the Companys financial position, results of operations or cash flows.



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In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157).
SFAS 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 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 the adoption of SFAS 157 will have a material impact on its financial position, results of operations or cash flows.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial LiabilitiesIncluding an Amendment of FASB
Statement No. 115 (SFAS 159). SFAS 159 permits entities to choose to measure certain financial instruments and other items at fair value. The objective is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. Unrealized gains and losses on any item for which we elect the fair
value measurement option would be reported in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007; provided we also elect to apply the provisions of SFAS 157 at the same time. The Company does not believe the
adoption of SFAS 159 will have a material impact on its financial position, results of operations or cash flows.

2. Long-Term Borrowings

Indebtedness consisted of the following (in thousands):



|                                                  |  |               |   |  |               |  |                         |           |   |                        |   |           |  
|------------------------------------------------- |  | ------------- | - |  | ------------- |  | ----------------------- | --------- | - | ---------------------- | - | --------- | -
|                                                  |  | Interest Rate |   |  | Maturity Date |  | As of September 30,2007 |           |   | As of December 31,2006 |  
|Senior secured credit facility                    |  | (1)           |   |  | (2)           |  | $                       | 509,000   |   |                        | $ | 509,000   |  
|UCDP fixed rate senior notes (April 2010 notes) |  | 11.75         | % |  | April 1, 2010 |  |                         | 500,000   |   |                        |   | 500,000   |  
|Equipment financing note                          |  | 5.35          | % |  | April 1, 2007 |  |                         |          |   |                        |   | 75        |  
|                                                  |  |               |   |  |               |  |                         |           |   |                        |   |           |  
|Gross principal payable                           |  |               |   |  |               |  |                         | 1,009,000 |   |                        |   | 1,009,075 |  
|Unamortized discounts                             |  |               |   |  |               |  |                         | (2,082    | ) |                        |   | (2,711    | )
|                                                  |  |               |   |  |               |  |                         |           |   |                        |   |           |  
|Total debt                                        |  |               |   |  |               |  | $                       | 1,006,918 |   |                        | $ | 1,006,364 |  
|                                                  |  |               |   |  |               |  |                         |           |   |                        |   |           |  

---

|(1) | The senior secured credit facility bears interest based at UCDPs option on either the prime rate publicly announced by Morgan Guaranty Trust Company of New York plus 100 bps,
or at the 3-month LIBOR plus 200 bps.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The maturity date of the senior secured credit facility is June 6, 2011, however, it is repayable in full at December 1, 2009, if the April 2010 notes are not refinanced
or repaid in full prior to such date, or January 1, 2010, if the May 2010 notes are not refinanced or repaid in full prior to such date.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As of September 30, 2007 and December 31, 2006, the Company had $100,000,000 available under its revolving credit facilities.

3.
Interest Rate Swaps

The following table summarizes the notional values and fair values of our derivative financial instruments as of September 30,
2007 (in thousands):



|               |  |                   |  |            |      |   |               |      |   |                      |                            |       |      
|-------------- |  | ----------------- |  | ---------- | ---- | - | ------------- | ---- | - | -------------------- | -------------------------- | ----- | -----
|Notional value |  | Expiration date   |  | Fair value |      |   | Interest rate |      |   | Accounting treatment |                            | Terms
|$200,000       |  | November 20, 2009 |  | $          | (854 | ) |               | 4.77 | % |                      | Other comprehensive income |       | Fixed
|200,000        |  | October 15, 2009  |  |            | 479  |   |               | 4.41 | % |                      | Other comprehensive income |       | Fixed
|               |  |                   |  |            |      |   |               |      |   |                      |                            |       |      
|$400,000       |  |                   |  | $          | (375 | ) |               |      |   |                      |                            |       |      
|               |  |                   |  |            |      |   |               |      |   |                      |                            |       |      

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.



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4. Accounts Payable and Accrued Liabilities

The following presents major components of accounts payable and accrued liabilities (in thousands):



|                          |  |                    |         |                   |   |       
|------------------------- |  | ------------------ | ------- | ----------------- | - | ------
|                          |  | September 30, 2007 |         | December 31, 2006
|Accounts payable          |  | $                  | 16,678  |                   | $ | 6,603 
|Capital expenditures      |  |                    | 12,332  |                   |   | 3,966 
|Marketing and advertising |  |                    | 16,411  |                   |   | 5,444 
|Interest                  |  |                    | 36,019  |                   |   | 21,788
|Compensation and benefits |  |                    | 30,371  |                   |   | 26,131
|Operating accruals        |  |                    | 12,442  |                   |   | 14,268
|Consulting fees           |  |                    | 5,667   |                   |   | 4,244 
|Property and sales tax    |  |                    | 15,293  |                   |   | 1,507 
|Other                     |  |                    | 5,546   |                   |   | 5,114 
|                          |  |                    |         |                   |   |       
|Total                     |  | $                  | 150,759 |                   | $ | 89,065
|                          |  |                    |         |                   |   |       

5. Capital leases and financing obligations

On May 25, 2007, UCDP entered into an agreement with Warner Bros. Consumer Products Inc. (WB), pursuant to which UCDP licensed certain rights to the characters and other intellectual property
contained in the Harry Potter books and motion pictures (the WB Agreement). This license will be used for appropriately themed attractions, merchandise stores and food venues which will be incorporated in a new island
that will include a re-themed portion of one of the islands of, and additional undeveloped real estate at, Universals Islands of Adventure. These attractions should be open by summer of 2010. Under the terms of the agreement, we
have the right to use the licensed property until approximately ten years after the scheduled grand opening date of the attractions. We also have the ability to extend the term for two successive five-year renewal periods. Our use of the licensed
property for the attractions, theming, promotions, merchandise and other purposes is subject to approval of WB. The agreement provides us with the exclusive right to use the licensed property in theme parks, amusement parks, water parks and
stand-alone themed venues similar to those found in a theme park within a radius of 250 miles around Universals Islands of Adventure. UCDP will pay WB various license fees, merchandise royalty payments, and other payments throughout the term
of the agreement.

UCDP also has other intellectual property agreements and also lease certain equipment under capital leases. Intangible assets and
equipment, fixtures and furniture included approximately $48,524,000 and $5,233,000, related to financing obligations and capital leases as of September 30, 2007 and December 31, 2006, respectively. This included $5,121,000 and $4,753,000
in accumulated depreciation and amortization, respectively, as of September 30, 2007 and December 31, 2006. Depreciation and amortization expense related to assets under financing obligations and capital leases amounted to approximately
$368,000 and $444,000, respectively, during the nine months ended September 30, 2007 and October 1, 2006, and $112,000 and $144,000, respectively, during the three months ended September 30, 2007 and October 1, 2006. At
September 30, 2007, future minimum payments due under financing obligations and capital leases totaled approximately $30,323,000 (net of $16,996,000 in interest). Future minimum payments include $97,000, $342,000, $4,928,000, $3,585,000,
$3,332,000, $3,096,000, and $14,845,000, due in the remainder of 2007, 2008, 2009, 2010, 2011, 2012, and years subsequent to 2012, respectively.



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6. Comprehensive Income

Comprehensive income is as follows (in thousands):



|                                                                                                             |  |                    |        |   |                   |   |        |                   |  |   |                |   |  |   |       
|------------------------------------------------------------------------------------------------------------ |  | ------------------ | ------ | - | ----------------- | - | ------ | ----------------- |  | - | -------------- | - |  | - | ------
|                                                                                                             |  | Three Months Ended |        |   | Nine Months Ended
|                                                                                                             |  | September 30,2007  |        |   | October 1,2006    |   |        | September 30,2007 |  |   | October 1,2006
|Net income                                                                                                   |  | $                  | 57,274 |   |                   | $ | 28,096 |                   |  | $ | 75,074         |   |  | $ | 29,824
|Change in fair value of interest rate swaps designated as hedges                                             |  |                    | (5,227 | ) |                   |   | (6,510 | )                 |  |   | (4,425         | ) |  |   | 1,653 
|Amortization of accumulated other comprehensive loss from interest rate swaps no longer designated as hedges |  |                    |       |   |                   |   |       |                   |  |   |               |   |  |   | 222   
|                                                                                                             |  |                    |        |   |                   |   |        |                   |  |   |                |   |  |   |       
|Comprehensive income                                                                                         |  | $                  | 52,047 |   |                   | $ | 21,586 |                   |  | $ | 70,649         |   |  | $ | 31,699
|                                                                                                             |  |                    |        |   |                   |   |        |                   |  |   |                |   |  |   |       

7. 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 September 30, 2007, the Company paid fees of $11,059,000 and $27,075,000, and for the three and nine months ended October 1, 2006, the Company paid
fees of $13,610,929 and $21,422,000, respectively, to Vivendi Universal Entertainment. In addition, at September 30, 2007 and December 31, 2006, respectively, the amount due to related parties included $11,397,000 and $8,214,000 related to
the current portion of special fees payable to Vivendi Universal Entertainment. At September 30, 2007 and December 31, 2006, the Company had long-term deferred special fees payable to affiliates of Vivendi Universal Entertainment of
approximately $85,969,000 and $80,873,000 respectively.

The most restrictive quarterly covenant within the Companys debt agreements for payment of
the special fee is a debt to EBITDA ratio (as defined in the senior secured credit facility) 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 annually. As these ratios were met as of September 30, 2007, payments of $11,397,000 in special fees will be made during the fourth quarter of 2007.

8. Litigation

Property taxes

2007 Assessments

On September 18, 2007, UCDP filed petitions to the Orange County Value Adjustment Board seeking
review and adjustment of the 2007 assessments by the Orange County Property Appraiser (the Property Appraiser) of certain real and tangible personal property owned by UCDP. Hearings before the Value Adjustment Board on UCDPs
petitions are anticipated to take place in December, 2007. It is premature to assess the likelihood of any material impact to UCDPs results of operations, financial position or cash flows.

2006 Assessments

On September 18, 2006, UCDP filed petitions to the
Orange County Value Adjustment Board seeking review and adjustment of the 2006 assessments by the Orange County Property Appraiser (the Property Appraiser) of certain real and tangible personal property owned by UCDP. Hearings before the
Value Adjustment Board on UCDPs petitions took place on December 11 and 12, 2006, after which two Special Magistrates recommended to the Value Adjustment Board that the 2006 assessments of UCDPs real and tangible personal property
be reduced. The Value Adjustment Board approved the Special Magistrates recommendations and the Property Appraiser issued revised assessments on March 20, 2007, reducing the assessed property values, resulting in a tax savings and refund
of approximately $1.0 million, which was received on May 4, 2007. The refund amount received was recorded to the statement of operations during the second quarter of 2007.

Meanwhile, on April 17, 2007, the Property Appraiser filed a Complaint in state circuit court challenging the 2006 tangible personal property assessments ( the Property Appraisers 2006 Tangible
Personal Property Complaint). UCDP filed an Answer to the Property Appraisers 2006 Tangible Personal Property Complaint on June 8, 2007. On May 16, 2007 UCDP filed two lawsuits against the Property Appraiser, Orange County Tax
Collector (the Tax Collector) and the Florida Department of Revenue (the FDOR, challenging the Property Appraisers 2006 assessments for (i) real property at USF and IOA (UCDPs 2006 Real Property
Complaint) and for (ii) UCDPs parking garages. On June 20, 2007 the Property Appraiser and the Tax Collector filed Answers to portions of both lawsuits and moved to dismiss the claims in both of



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##### Table of Contents

UCDPs complaints relating to allegations of discriminatory assessments. The Property Appraiser has filed a motion to consolidate the Property
Appraisers 2006 Tangible Personal Property Complaint with UCDPs 2006 Real Property Complaint. It is premature to assess the likelihood of any material impact to UCDPs results of operations, financial position or cash flows.

Back Assessments

On December 21, 2006, the Property
Appraiser concluded an audit of UCDPs 2003, 2004 and 2005 tangible personal property returns, asserting that UCDP underreported its tangible personal property in each of those years. The Property Appraiser issued back assessments resulting in
back taxes, interest and penalties being charged by the Orange County Tax Collector. On February 19, 2007, UCDP filed a complaint in state circuit court challenging the legality of the back assessments and seeking other relief. On
April 25, 2007, the Court dismissed the portions of UCDPs complaint pertaining to the back assessments on Universals Islands of Adventure, and it also dismissed UCDPs due process claim. On May 7, 2007, UCDP also
re- filed the complaint (UCDPs Re-filed Back Assessment Complaint) as to Islands of Adventure and also filed motions seeking rehearing, clarification and leave to amend the original complaint. On June 29, 2007 the
Property Appraiser filed a motion to dismiss UCDPs Re-filed Back Assessment Complaint. On September 12, 2007, the Florida Department of Revenue filed an Answer. It is premature to assess the likelihood of any material impact to
UCDPs results of operations, financial position or cash flows.

Patent Infringement

On March 1, 2007, Safety Braking Corporation, Magnetar Technologies Corp. and G& T Conveyor Co. filed a Complaint for Patent Infringement (the
Complaint) in the United States District Court for the District of Delaware naming NBCU, USI and Blackstone Group L.P. as defendants, along with other theme park industry owners or operators. On May 7, 2007, the Defendants filed an
Answer and Counterclaims. On August 9, 2007 the parties stipulated to the dismissal of NBCU, USI and Blackstone Group L.P. from the action, and Plaintiffs filed their First Amended Complaint for Patent Infringement which named UCDP and
Universal City Studios LLLP, as well as other theme park industry owners and operators, as defendants (the Amended Complaint). The Amended Complaint alleges that the defendants are liable for direct or indirect infringement of various
patents because of their ownership and/or operation of various theme parks and amusement rides. The Amended Complaint does not include specific allegations concerning the location or manner of alleged infringement, but the Interrogatories served by
Plaintiffs request information concerning two rides owned and operated by UCDP. The Amended Complaint seeks damages and injunctive relief. Because this case is in its early stages, it is premature to assess the likelihood of any material impact to
UCDPs results of operations, financial position or cash flows if the settlement agreement is not executed.

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 these legal
actions and claims to have a material impact to the Companys results of operations, financial position or cash flows.



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##### Table of Contents

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

Overview Related to Financial Results

We posted record results for the quarter ended September 30, 2007, in
terms of revenue, net income and EBITDA. These results were aided by a 12% increase in attendance over the third quarter in 2006. As a result of our strong third quarter performance, our year to date attendance for the nine-months ended has also
increased 2%. Theme park guest spending for the year has increased 4%, which helped us to generate $57.1 million in higher revenues and increased our year over year net income by $45.3 million. We were also able to strengthen our financial position
as we exited the third quarter with $330.2 million in cash and cash equivalents and unused revolving credit. We also owed $1,006.9 million on our long-term debt at September 30, 2007.

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, when the local schools begin to go back into session. 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. Since opening in 1991, our parks have been closed only five days due to the inclement weather caused by hurricanes, four of which occurred
during the 2004 and 2005 hurricane seasons.

Based on the seasonality of our attendance, the results for the three and nine-month periods ended
September 30, 2007 and October 1, 2006 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 condensed consolidated financial statements in conformity with U.S. 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, 2006 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.

Litigation

We are currently involved in certain legal proceedings and, as required, have accrued the low end of the estimated range of probable costs for the resolution of these claims. This estimate has been 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 these proceedings. See Note 8 in Part 1, Item 1. Condensed Consolidated Financial Statements in this document for more detailed information on
litigation exposure.

Period end

The three months
ended September 30, 2007 and October 1, 2006 each contained 91 days. The nine months ended September 30, 2007 contained 273 days, while the nine months ended October 1, 2006 contained 274 days.



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##### Table of Contents

Recent accounting pronouncements

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 adoption of SFAS 155 did not 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 157). SFAS 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 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 the adoption of SFAS 157 will
have a material impact on our financial position, results of operations or cash flows.

In February 2007, the FASB issued SFAS No. 159, The
Fair Value Option for Financial Assets and Financial LiabilitiesIncluding an Amendment of FASB Statement No. 115 (SFAS 159). SFAS 159 permits entities to choose to measure certain financial instruments and
other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions. Unrealized gains and losses on any item for which we elect the fair value measurement option would be reported in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007,
provided we also elect to apply the provisions of SFAS 157 at the same time. Therefore, we anticipate adopting this standard as of January 1, 2008. We do not believe the adoption of SFAS 159 will have a material impact on our financial
position, results of operations or cash flows.



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##### Table of Contents

Results of Operations



|                                                                          |  |                    |         |                |   |                         |  |       |   
|------------------------------------------------------------------------- |  | ------------------ | ------- | -------------- | - | ----------------------- |  | ----- | --
|                                                                          |  | Three months ended |         | % Change       |  
|(In Thousands, Except Percentages)                                        |  | September 30,2007  |         | October 1,2006 |   | Favorable/(unfavorable) | 
|Operation data:                                                           |  |                    |         |                |   |                         |  |       |   
|Paid theme park admissions                                                |  |                    | 3,114   |                |   | 2,787                   |  | 11.7  | % 
|Turnstile theme park admissions                                           |  |                    | 3,319   |                |   | 2,961                   |  | 12.1  | % 
|Theme park pass revenue per paid admission                                |  | $                  | 41.96   |                | $ | 40.78                   |  | 2.9   | % 
|Theme park food, beverage and merchandise revenue per turnstile admission |  |                    | 20.32   |                |   | 19.04                   |  | 6.7   | % 
|Statement of operations data:                                             |  |                    |         |                |   |                         |  |       |   
|Operating revenues:                                                       |  |                    |         |                |   |                         |  |       |   
|Theme park admissions                                                     |  | $                  | 130,659 |                | $ | 113,659                 |  | 15.0  | % 
|Theme park food and beverage                                              |  |                    | 33,467  |                |   | 28,998                  |  | 15.4  | % 
|Theme park merchandise                                                    |  |                    | 33,999  |                |   | 27,383                  |  | 24.2  | % 
|Other                                                                     |  |                    | 68,562  |                |   | 55,481                  |  | 23.6  | % 
|                                                                          |  |                    |         |                |   |                         |  |       |   
|Total operating revenues                                                  |  |                    | 266,687 |                |   | 225,521                 |  | 18.3  | % 
|Costs and operating expenses:                                             |  |                    |         |                |   |                         |  |       |   
|Theme park operations                                                     |  |                    | 44,818  |                |   | 41,318                  |  | (8.5  | )%
|Theme park selling, general and administrative                            |  |                    | 30,669  |                |   | 29,777                  |  | (3.0  | )%
|Theme park cost of products sold                                          |  |                    | 31,329  |                |   | 28,304                  |  | (10.7 | )%
|Special fee to Vivendi Universal Entertainment and consultant fee         |  |                    | 16,803  |                |   | 14,200                  |  | (18.3 | )%
|Depreciation and amortization                                             |  |                    | 28,344  |                |   | 27,190                  |  | (4.2  | )%
|Other                                                                     |  |                    | 34,066  |                |   | 31,864                  |  | (6.9  | )%
|                                                                          |  |                    |         |                |   |                         |  |       |   
|Total costs and operating expenses                                        |  |                    | 186,029 |                |   | 172,653                 |  | (7.7  | )%
|                                                                          |  |                    |         |                |   |                         |  |       |   
|Operating income                                                          |  |                    | 80,658  |                |   | 52,868                  |  | 52.6  | % 
|Non-operating expenses                                                    |  |                    | 23,384  |                |   | 24,772                  |  | 5.6   | % 
|                                                                          |  |                    |         |                |   |                         |  |       |   
|Net income                                                                |  | $                  | 57,274  |                | $ | 28,096                  |  | 103.9 | % 
|                                                                          |  |                    |         |                |   |                         |  |       |   

Three Months Ended September 30, 2007 Compared to Three Months Ended October 1, 2006

Paid Theme Park Admissions increased 12% with all three points of origin increasing over the third quarter of 2006. International attendance increased in the
mid-single digits while our domestic markets saw double digit growth. Our total Operating Revenues increased $41.2 million, or 18%, driven by strong per capita growth. Theme Park Admission, Food, Beverage and Merchandise Revenue per capita increased
4% due to successful initiatives to increase guest spending. The remaining increase was from Other Revenue, which was favorable by $13.1 million, or 24%, due to an increase in other attraction related revenue of $5.0 million. The remaining increase
was due to additional ground rent from the resort hotels of $2.5 million, CityWalk revenue of $2.1 million, parking revenue of $1.1 million and revenue from our travel company of $1.7 million.

Theme Park Operations were unfavorable by $3.5 million due to increased maintenance, entertainment, utility and operational costs, as a result of our increased
attendance. Cost of goods sold increased 11% and expenses related to our special fee and consultant fee increased 18%, correlating to the increase in operating revenues. Non-operating Expenses were favorable by $1.4 million. This resulted primarily
from gains from unconsolidated entities of $2.0 million.



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|                                                                          |  |                   |         |                |   |                         |  |       |   
|------------------------------------------------------------------------- |  | ----------------- | ------- | -------------- | - | ----------------------- |  | ----- | --
|                                                                          |  | Nine months ended |         | % Change       |  
|(In Thousands, Except Percentages)                                        |  | September 30,2007 |         | October 1,2006 |   | Favorable/(unfavorable) | 
|Operation data:                                                           |  |                   |         |                |   |                         |  |       |   
|Paid theme park admissions                                                |  |                   | 8,318   |                |   | 8,130                   |  | 2.3   | % 
|Turnstile theme park admissions                                           |  |                   | 8,901   |                |   | 8,715                   |  | 2.1   | % 
|Theme park pass revenue per paid admission                                |  | $                 | 41.34   |                | $ | 39.71                   |  | 4.1   | % 
|Theme park food, beverage and merchandise revenue per turnstile admission |  |                   | 20.37   |                |   | 18.82                   |  | 8.2   | % 
|Statement of operations data:                                             |  |                   |         |                |   |                         |  |       |   
|Operating revenues:                                                       |  |                   |         |                |   |                         |  |       |   
|Theme park admissions                                                     |  | $                 | 343,873 |                | $ | 322,810                 |  | 6.5   | % 
|Theme park food and beverage                                              |  |                   | 89,482  |                |   | 84,879                  |  | 5.4   | % 
|Theme park merchandise                                                    |  |                   | 91,891  |                |   | 79,175                  |  | 16.1  | % 
|Other                                                                     |  |                   | 188,610 |                |   | 169,903                 |  | 11.0  | % 
|                                                                          |  |                   |         |                |   |                         |  |       |   
|Total operating revenues                                                  |  |                   | 713,856 |                |   | 656,767                 |  | 8.7   | % 
|Costs and operating expenses:                                             |  |                   |         |                |   |                         |  |       |   
|Theme park operations                                                     |  |                   | 128,014 |                |   | 122,563                 |  | (4.4  | )%
|Theme park selling, general and administrative                            |  |                   | 118,439 |                |   | 116,247                 |  | (1.9  | )%
|Theme park cost of products sold                                          |  |                   | 85,734  |                |   | 80,226                  |  | (6.9  | )%
|Special fee to Vivendi Universal Entertainment and consultant fee         |  |                   | 44,787  |                |   | 41,124                  |  | (8.9  | )%
|Depreciation and amortization                                             |  |                   | 82,644  |                |   | 83,865                  |  | 1.5   | % 
|Other                                                                     |  |                   | 104,116 |                |   | 101,859                 |  | (2.2  | )%
|                                                                          |  |                   |         |                |   |                         |  |       |   
|Total costs and operating expenses                                        |  |                   | 563,734 |                |   | 545,884                 |  | (3.3  | )%
|                                                                          |  |                   |         |                |   |                         |  |       |   
|Operating income                                                          |  |                   | 150,122 |                |   | 110,883                 |  | 35.4  | % 
|Non-operating expenses                                                    |  |                   | 75,048  |                |   | 81,059                  |  | 7.4   | % 
|                                                                          |  |                   |         |                |   |                         |  |       |   
|Net income                                                                |  | $                 | 75,074  |                | $ | 29,824                  |  | 151.7 | % 
|                                                                          |  |                   |         |                |   |                         |  |       |   

Nine Months Ended September 30, 2007 Compared to Nine Months Ended October 1, 2006

The 2% increase in Paid Theme Park Admissions was primarily attributable to a mid single digit percentage growth in our domestic markets, partially offset by a low single
digit decline in our International attendance. Our total Operating Revenues increased $57.1 million, or 9%, driven by strong per capita growth. Theme Park Admission, Food, Beverage and Merchandise Revenue per capita increased 5% due to successful
initiatives to increase guest spending. The remaining increase was from Other Revenue, which was favorable by $18.7 million or 11%, primarily due to an increase in other attraction related revenue of $8.7 million. The remaining increase was due to
additional ground rent from the resort hotels of $2.5 million, CityWalk revenue of $4.5 million, parking revenue of $2.2 million and revenue from our travel company of $1.2 million.

Theme Park Operations were unfavorable by $5.5 million due to increased maintenance, entertainment, utility and operational costs, as a result of our increased attendance. Cost of goods sold increased 7% and expenses
related to our special fee and consultant fee increased 9%, correlating to the increase in operating revenues. Other Operating Expenses increased $2.3 million from prior year due to increased costs relating to the additional CityWalk and travel
company revenues. Non-operating Expenses were favorable by $6.0 million. This resulted from a $2.8 million gain relating to the sale of land and favorability of interest income and interest expense of $2.4 million and portion of income from
unconsolidated entities of $1.1 million.

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



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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 U.S. generally accepted accounting principles and should not be considered as an alternative for net income, net cash provided by operating activities and other combined 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 (in thousands):



|                                                                             |  |                    |         |   |                   |   |         |                   |  |   |                |   |  |   |         |  
|---------------------------------------------------------------------------- |  | ------------------ | ------- | - | ----------------- | - | ------- | ----------------- |  | - | -------------- | - |  | - | ------- | -
|                                                                             |  | Three Months Ended |         |   | Nine Months Ended |  
|(In Thousands)                                                               |  | September 30,2007  |         |   | October 1,2006    |   |         | September 30,2007 |  |   | October 1,2006 |  
|Cash and cash equivalents provided by operating activities                   |  | $                  | 103,420 |   |                   | $ | 67,582  |                   |  | $ | 247,337        |   |  | $ | 175,014 |  
|Adjustments:                                                                 |  |                    |         |   |                   |   |         |                   |  |   |                |   |  |   |         |  
|Interest expense                                                             |  |                    | 27,171  |   |                   |   | 27,620  |                   |  |   | 81,164         |   |  |   | 82,271  |  
|Interest income                                                              |  |                    | (2,214  | ) |                   |   | (1,745  | )                 |  |   | (4,617         | ) |  |   | (3,365  | )
|Amortization of deferred finance costs                                       |  |                    | (1,291  | ) |                   |   | (1,322  | )                 |  |   | (3,873         | ) |  |   | (3,952  | )
|Gain on sale of property and equipment                                       |  |                    |        |   |                   |   |        |                   |  |   | 2,776          |   |  |   |        |  
|Distributions from investments in unconsolidated entities                    |  |                    | (304    | ) |                   |   |        |                   |  |   | (1,161         | ) |  |   | (212    | )
|Deferred special fee and interest payable to Vivendi Universal Entertainment |  |                    | (1,712  | ) |                   |   | (1,606  | )                 |  |   | (5,096         | ) |  |   | (4,527  | )
|Income from investments in unconsolidated entities                           |  |                    | 1,971   |   |                   |   | 39      |                   |  |   | 1,103          |   |  |   | 41      |  
|Accretion of bond discount                                                   |  |                    | (208    | ) |                   |   | (214    | )                 |  |   | (629           | ) |  |   | (639    | )
|Interest on financing obligations                                            |  |                    | (561    | ) |                   |   |        |                   |  |   | (788           | ) |  |   |        |  
|Minority interest in net earnings of UCRP                                    |  |                    | (398    | ) |                   |   | (300    | )                 |  |   | (2,380         | ) |  |   | (2,196  | )
|Change in working capital                                                    |  |                    | (15,299 | ) |                   |   | (10,255 | )                 |  |   | (79,571        | ) |  |   | (49,842 | )
|                                                                             |  |                    |         |   |                   |   |         |                   |  |   |                |   |  |   |         |  
|EBITDA                                                                       |  | $                  | 110,575 |   |                   | $ | 79,799  |                   |  | $ | 234,265        |   |  | $ | 191,388 |  
|                                                                             |  |                    |         |   |                   |   |         |                   |  |   |                |   |  |   |         |  



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Liquidity and Capital Resources

Cash flows

The following table summarizes key aspects of our cash flows (in thousands):



|                                                               |  |                   |         |                |   |        
|-------------------------------------------------------------- |  | ----------------- | ------- | -------------- | - | -------
|                                                               |  | Nine months ended
|                                                               |  | September 30,2007 |         | October 1,2006
|Net cash and cash equivalents provided by operating activities |  | $                 | 247,337 |                | $ | 175,014
|Net cash and cash equivalents used in investing activities     |  |                   | 34,265  |                |   | 33,090 
|Capital expenditures                                           |  |                   | 44,221  |                |   | 33,090 
|Net cash and cash equivalents used in financing activities     |  |                   | 49,484  |                |   | 86,655 

During the nine months ended September 30, 2007 and October 1, 2006, respectively, net cash provided by
operating activities was $247.3 million and $175.0 million. The change is due to the increase in net income of $45.2 million and the change in working capital accounts of $29.7 million, which was partially offset by the gain on sale of property and
equipment of $2.8 million.

Net cash used in investing activities for the nine months ended September 30, 2007 and October 1, 2006, totaled $34.3
million and $33.1 million, respectively. For 2007, the amount consisted of $44.2 million relating to the purchases of property and equipment, offset by $6.9 million in reimbursed capital costs and $3.1 million in proceeds from the sale of property
and equipment. For 2006, the amount consisted primarily of capital expenditures. We make annual investments both to provide ongoing capital support for our existing park attractions and infrastructure, and also to fund the development of new park
attractions and infrastructure. We believe these investments are critical in maintaining our position of having technologically advanced theme parks and to effectively compete with our competitors. These costs can vary from one year to the next,
depending on the timing of the construction cycles.

We estimate our capital expenditures, including intellectual property rights, to be approximately
$100.0 million during 2007. A large portion of this cost relates to the design and construction of our upcoming Simpsons attraction and Harry Potter island (see Part II, Item 5) which we anticipate opening during the spring of 2008
and summer of 2010, respectively. We estimate our total capital investment in these attractions will range from $230.0 million to $265.0 million. This includes all capital expenditures to build these attractions. This also takes into account the net
present value of all license fee payments, including license fee payments to Warner Bros. Consumer Products Inc. that would become payable during the renewal option periods, but does not include merchandise royalties.

During the nine months ended September 30, 2007 and October 1, 2006, net cash used for financing activities was $49.5 million and $86.7 million, respectively.
For 2007, the amount was comprised of a payment of contributions to joint venture, payments on capital lease and finance obligations, payments of partner distributions and distributions of the minority interest of UCRP. For 2006, the amount was
comprised of payments of partner distributions, principal payments on our senior secured credit facility and distributions of the minority interest of UCRP.

Financial position

The following table summarizes key aspects in our financial position and liquidity (in thousands):



|                                                                                 |  |                   |           |                  |   |          
|-------------------------------------------------------------------------------- |  | ----------------- | --------- | ---------------- | - | ---------
|                                                                                 |  | As of            
|                                                                                 |  | September 30,2007 |           | December 31,2006
|Cash and cash equivalents                                                        |  | $                 | 230,205   |                  | $ | 66,617   
|Unused portion of revolving credit facility                                      |  |                   | 100,000   |                  |   | 100,000  
|Current portion of long-term borrowings, capital lease and financing obligations |  |                   | 99        |                  |   | 709      
|Current portion of special fees                                                  |  |                   | 11,397    |                  |   | 8,214    
|Long-term portion of special fees                                                |  |                   | 85,969    |                  |   | 80,873   
|Total long-term obligations (1)                                                  |  |                   | 1,037,835 |                  |   | 1,006,289

---

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



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At September 30, 2007, our total debt was $1,006.9 million, which included $497.9 million outstanding under the
bonds due in April 2010 ($500.0 million, net of a remaining discount of $2.1 million) and $509.0 million outstanding under UCDPs senior secured credit facility. At September 30, 2007, we also had $330.2 million in cash and cash
equivalents and unused revolving credit, consisting of $230.2 million in cash and cash equivalents 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 September 30, 2007. Both issuances of notes are due in 2010, while the senior secured credit agreement calls for quarterly principal installments of 0.25% with the
remainder due on June 6, 2011. During 2006, UCDP made an additional $30.0 million principal payment, effectively prepaying all of the required principal installments. Our senior secured credit facility is repayable in full on December 1,
2009, if the April 2010 notes are not refinanced or repaid in full prior to such date, or January 1, 2010, if the May 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 essentially consistent during 2007, we cannot be assured that future changes in our ratings will not occur.

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. Subsequent to the refinancing of our senior secured credit facility in
December 2004 (the 2004 Amendment), the most restrictive quarterly covenant for payment of the special fee is a debt to EBITDA ratio (as defined in the senior secured credit facility) 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 annually. These ratios were met as of December 31, 2006. Accordingly, during the three and nine months ended
September 30, 2007, we paid fees of $11.1 million and $27.1 million, respectively, to Vivendi Universal Entertainment. As these ratios were met as of September 30, 2007, payments of $11.4 million in special fees will be made during the
fourth quarter of 2007. At September 30, 2007 and December 31, 2006, respectively, our consolidated balance sheet included $11.4 million and $8.2 million classified as current liabilities related to the current portion of the special fees
payable to Vivendi Universal Entertainment. At September 30, 2007 and December 31, 2006, respectively, UCDP had long-term deferred special fees payable of approximately $86.0 million and $80.9 million payable to affiliates of Vivendi
Universal Entertainment

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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|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

The
following is a schedule of our fixed and variable rate debt maturities and principal payments for each of the next five years, and thereafter (in thousands):



|                      |  |      |     |      |   |      |  |      |     |  |      |         |   |       |   |            |   |  |   |           |  |   |          
|--------------------- |  | ---- | --- | ---- | - | ---- |  | ---- | --- |  | ---- | ------- | - | ----- | - | ---------- | - |  | - | --------- |  | - | ---------
|                      |  | 2007 |     | 2008 |   | 2009 |  | 2010 |     |  | 2011 |         |   | Total |   | Fair value
|Debt:                 |  |      |     |      |   |      |  |      |     |  |      |         |   |       |   |            |   |  |   |           |  |   |          
|Fixed rate debt       |  | $    |    |      | $ |     |  | $    |    |  | $    | 500,000 |   |       | $ |           |   |  | $ | 500,000   |  | $ | 522,500  
|Average rate          |  |      | n/a |      |   | n/a  |  |      | n/a |  |      | 11.75   | % |       |   | n/a        |   |  |   |           |  |   |          
|Variable rate debt    |  | $    |    |      | $ |     |  | $    |    |  | $    |        |   |       | $ | 509,000    |   |  | $ | 509,000   |  | $ | 502,640  
|Average interest rate |  |      | n/a |      |   | n/a  |  |      | n/a |  |      | n/a     |   |       |   | 7.35       | % |  |   |           |  |   |          
|                      |  |      |     |      |   |      |  |      |     |  |      |         |   |       |   |            |   |  |   |           |  |   |          
|Total gross debt      |  | $    |    |      | $ |     |  | $    |    |  | $    | 500,000 |   |       | $ | 509,000    |   |  | $ | 1,009,000 |  | $ | 1,025,140
|                      |  |      |     |      |   |      |  |      |     |  |      |         |   |       |   |            |   |  |   |           |  |   |          

We are exposed to market risks relating to fluctuations in interest rates. We may mitigate this risk by paying
down additional outstanding balances on our variable rate loans, refinancing with fixed rate permanent debt or obtaining cash flow hedge instruments. As a result, we have $109.0 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 $3.6 million.

The sensitivity analysis described above, contains certain simplifying assumptions, (for example, it assumes 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). Therefore, although it gives an indication of our exposure to changes in interest rates, it is
not intended to predict future results and our actual results will likely vary.

We are exposed to credit loss in the event of nonperformance by the other
party to the 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
the contracts.



|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.

There was no change in UCDPs internal control over financial reporting during the quarter ended September 30, 2007 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 no change in Finances internal control over financial reporting during
the quarter ended September 30, 2007 that has materially affected, or is reasonably likely to materially affect, Finances internal control over financial reporting.



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PART IIOTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

See Note 8
Litigationin Part IItem 1 Condensed Consolidated Financial Statements in this document for a detailed description of current legal proceedings.



|Item 1A. | Risk Factors
|-------- | ------------

See Part IItem 1A of our Annual
Report on Form 10-K for the fiscal year ended December 31, 2006 for a discussion regarding some of the reasons that our actual operating results may differ materially from those that we anticipate. As a result of the acquisition of additional
intellectual property rights during the year, we have updated the following risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

We may not be able to adequately protect the right to use the intellectual property of the themed elements of our rides and attractions, which may require us to
re-theme certain rides and attractions and a breach may also accelerate payments due under the WB Agreement.

The use of themed elements in our rides
and attractions is dependent upon our obtaining and maintaining intellectual property licenses granting us the rights to use those elements. Failure to protect our existing intellectual property rights may result in the loss of those rights or
require us to make significant additional payments to third parties for infringing their intellectual property rights. The loss of the right to use a particular themed element means that we would be unable to operate the rides or attractions that
utilize the relevant element. This may require us to re-theme those rides or attractions which may involve taking the relevant ride or attraction out of service and may require significant capital expenditure. In addition, in the event of
termination by Warner Bros. Consumer Products, Inc. (WB) of its agreement with us dated May 25, 2007 pursuant to which we licensed certain rights to the characters and other intellectual property contained in the Harry Potter
books and motion pictures (the WB Agreement) due to our breach, payments due with respect to the remaining term of the agreement will be accelerated and due immediately.

Our dependence on Universal Studios, Inc. and its affiliates; risks related to a change of control.

We license
the right to use a substantial number of intellectual properties as street entertainment characters and as themed elements in rides and attractions from Universal Studios, Inc. and its affiliates. See Item 1: BusinessIntellectual
property. If Blackstone or any other third party unaffiliated with Universal Studios, Inc. were to acquire all of the partnership interests in us, we may not be able to take advantage of this license arrangement in the future to the
same degree as we currently do and may lose this license completely if we fail to maintain certain quality standards. Our license to use the Universal name would expire on the last of (a) the date that is 30 months after the
date that Universal Studios, Inc. or its affiliates do not own any interest in us, (b) the date that is 30 months after the termination of the WB Agreement prior to its scheduled expiration, or (c) the date of expiration of the WB
Agreement. Provided that we continue to operate our theme parks at a substantially similar standard, Universal Studios, Inc. and its affiliates are required to continue to license those intellectual properties currently licensed to us for as
long as we or our permitted successor or assign remains a party to the WB Agreement and such WB Agreement remains in effect, even if Universal Studios, Inc. or its affiliates no longer have an ownership interest in us. However, in a situation
where Blackstone or a third party unaffiliated with Universal Studios, Inc. acquires more than 50% of the partnership interests in us, Universal Studios, Inc. and its affiliates are not required to grant us a license to any new
intellectual property rights that they may acquire in the future that may be or become useful or necessary for the operation of our theme parks. Universal Studios, Inc. could also claim that our theme parks were not being operated to a
sufficiently high standard after Blackstone or a third party unaffiliated with Universal Studios, Inc. acquired more than 50% of the partnership interests in us and revoke the license completely. If this were to occur, we may be unable to
operate our theme parks for an extended period of time and may not be able to continue operating our theme parks at all. In addition, the WB Agreement and our agreement dated March 5, 2007 with Twentieth Century Fox Licensing &
Merchandising, a division of Fox Entertainment Group, Inc. (Fox), pursuant to which we licensed certain rights to the characters and other intellectual property contained in The Simpsons television series (the Fox
Agreement), both of which are directly licensed to us, are terminable, if NBC Universal, Inc. fails to remain involved as a 50% owner, unless the licensor consents to the assignment or, in the case of the Fox Agreement, NBC Universal, Inc. or
its affiliates continues to manage our theme parks, or, in the case of the WB Agreement, the entity to which the partnership interests or assets of the partnership are transferred meets other tests designed to ensure the financial capability of the
buyer and to maintain the reputation of our theme parks, and NBC Universal, Inc. or its affiliate enters into a direct license with us that meets certain specified requirements. In the event of termination by Fox of the Fox Agreement, or by WB of
the WB Agreement, due to our default or a sale of Universals Islands of Adventure or a change of control of UCDP for which the foregoing requirements are not satisfied, payments due with respect to the remaining term of the agreement will be
accelerated and due immediately.



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We also rely on Vivendi Universal Entertainment and its affiliates for management oversight, advisory and other services.
In its capacity as our manager, Vivendi Universal Entertainment provides creative services in relation to development of our rides and attractions. Most of our insurance is arranged by GE through global programs for its businesses via licensed
insurers issuing enforceable policies. We have numerous other arrangements with affiliates of Vivendi Universal Entertainment and, indirectly, NBC Universal and GE, which provide us with significant benefits that may be reduced or lost completely if
Blackstone or a third party unaffiliated with Vivendi Universal Entertainment gains control of us pursuant to the right of first refusal or otherwise. For a better understanding of these arrangements, see Item 13: Certain relationships and
related party transactions. Although Vivendi Universal Entertainment is required by the terms of the partners agreement to provide us with the same level of services for a transitional twelve-month period if Blackstone were to
acquire all of our partnership interests in us pursuant to the right of first refusal, there can be no guarantee that Vivendi Universal Entertainment and Blackstone will reach agreement regarding the provision of such services beyond this
twelve-month period or that Blackstone will thereafter find a third party with the experience and expertise to provide comparable services to those provided by Vivendi Universal Entertainment and its affiliates. In addition, the costs of the
services currently provided by Vivendi Universal Entertainment may be significantly more expensive if they were purchased from a third party.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------

Not applicable.



|Item 3. | Defaults upon Senior Securities
|------- | -------------------------------

Not applicable.



|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

None.



|Item 5. | Other Information
|------- | -----------------

Directors Fees

On November 7, 2007, the Agreement of Limited Partnership of Universal City Development Partners, Ltd., was amended to add a provision which permits VUE and
Blackstone to be reimbursed up to $125,000 each for payments made to their respective, appointed representatives to the Park Advisory Board, who function effectively as Directors of the Partnership. Of the $125,000 to be paid to Blackstone,
Jill Greenthal will receive $75,000 and Thomas McGrath will receive $50,000 as reimbursement for their services on the Park Advisory Board. The $125,000 paid to VUE will cover the portion of the current salaries paid to Thomas Williams and
Christy Shibata which is fairly attributable to their respective services on the Park Advisory Board.

Material Contract

The following information is an excerpt from our Form 8-K, which was filed with the Securities and Exchange Commission on May 31, 2007.

On May 25, 2007, UCDP entered into an agreement with Warner Bros. Consumer Products Inc. (WB), pursuant to which UCDP licensed certain rights to the
characters and other intellectual property contained in the Harry Potter books and motion pictures (the WB Agreement).

This license will
be used for appropriately themed attractions, merchandise stores and food venues which will be incorporated in a new island that will include a re-themed portion of one of the islands of, and additional undeveloped real
estate at, Universals Islands of Adventure. These attractions should be open by summer of 2010. Under the terms of the agreement, UCDP has the right to use the licensed property until approximately ten years after the scheduled grand opening
date of the attractions. UCDP also has the ability to extend the term for two successive five-year renewal periods. Their use of the licensed property for the attractions, theming, promotions, merchandise and other purposes is subject to approval of
WB. The agreement provides UCDP with the exclusive right to use the licensed property in theme parks, amusement parks, water parks and stand-alone themed venues similar to those found in a theme park within a radius of 250 miles around
Universals Islands of Adventure. UCDP will pay WB various license fees, merchandise royalty payments, and other payments throughout the term of the agreement.



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The WB Agreement is terminable, subject to applicable cure periods, if UCDP fails to maintain quality standards, invest
minimum required capital or use the properties in accordance with the license, or upon other customary events of default. In addition, if UCDP sell Universals Islands of Adventure, or if 50% of UCDP is not owned by NBC Universal, Inc. or any
of its affiliates (collectively, NBCU), the agreement is terminable unless there is a buyer of Universals Islands of Adventure or of the interests in UCDP that meets certain financial and reputation tests. In addition
Universals Islands of Adventure must either continue to be managed by NBCU or continue to be operated under a license from NBCU that enables NBCU to maintain the quality and reputation of Universals Islands of Adventure (the NBCU
License Agreement). In the event that, following such sale or change in control, in accordance with the WB Agreement, the name of the Universals Islands of Adventure theme park no longer contains the word Universal or
Universals, only the Harry Potter, Jurassic Park, Seuss Landing and Marvel Super Hero Island sections of Universals Islands of Adventure need to be operated under the NBCU License Agreement. In the event of termination
by WB due to UCDPs default or a sale of Universals Islands of Adventure or a change of control of UCDP for which the foregoing requirements are not satisfied, payments due with respect to the remaining term of the agreement will be
accelerated and due immediately.

On the same date that the WB Agreement was executed, the UCDP partnership agreement and a related license agreement were
amended. The amended partnership agreement changed the definition of Blackstone Partners to include Blackstone UTP Capital LLC, Blackstone UTP Capital A LLC,, Blackstone UTP Offshore Capital LLC, and Blackstone Family Media III LLC, all
of which are Delaware limited liability companies. The amended partnership agreement also provides that, effective as of the transfer or assignment by UCDP of the WB Agreement or a change of control as defined in the WB Agreement, if
Universals Islands of Adventure is not managed by NBCU, NBCU shall enter into the NBCU License Agreement with UCDP or its successor for the duration of the term of the WB Agreement. The license fee would be the same as (without any duplication
of) the special fee payable by UCDP under its amended partnership agreement. The amendments to the partnership agreement and related license agreement also change the period of time after certain changes of control during which UCDP or
its successor may continue to use the name Universal to the latest of (i) 30 months after such change of control, (ii) 30 months after any termination of the WB Agreement prior to its scheduled expiration and (iii) the
expiration of the WB agreement in accordance with its terms. In addition, the amendments to the partnership agreement and related license agreement amend the period during which certain intellectual property rights are licensed to UCDP from NBCU to
the later of (a) the expiration or termination of the WB Agreement or, if sooner, the date that neither UCDP nor its permitted successor or assign is a party to the WB Agreement, or (b) the date such intellectual property rights would
otherwise (i.e., in the absence of clause (a) of this sentence) cease to be so licensed.



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|Item 6. | Exhibits.
|------- | ---------

a) Exhibits



|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.6     |  | Second Amendment to the Amended and Restated Agreement of Limited Partnership of Universal City Development Partners, Ltd., dated as of November 7, 2007, between Universal City Florida
Holding Co. II, as sole general partner, and Universal City Florida Holding Co. I, as sole limited partner, incorporated herein by reference to Exhibit 3.1 to Universal City Development Partners, Ltd.s and UCDP Finance, Inc.s
Registration Statement on Form S-4 filed on September 10, 2003 (registration number 333-108661).
|        | 
|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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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 13, 2007 |  | By:                                       |  | /s/ Tracey L. Stockwell                               
|                        |  | Name:                                     |  | Tracey L. Stockwell                                   
|                        |  | Title:                                    |  | Principal Financial and Accounting Officer            
|                        | 
|                        |  | UCDP FINANCE, INC.                       
|                        |  |                                          
|Date: November 13, 2007 |  | By:                                       |  | /s/ Tracey L. Stockwell                               
|                        |  | Name:                                     |  | Tracey L. Stockwell                                   
|                        |  | Title:                                    |  | Treasurer (Principal Financial and Accounting Officer)



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