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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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

THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended October 2, 2005



Commission file number 333-108661



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UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD.

UCDP FINANCE, INC.

(Exact name of Registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|FLORIDA                                                        |  | 59-3128514                          
|FLORIDA                                                        |  | 42-1581381                          
|(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

(Registrants telephone number, including area code)



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



Indicate by check mark whether the Registrant is an accelerated filers (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x.



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



Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: As of November 15, 2005 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.
Financial Statements                                                                  |  | 3   
|ITEM 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 13  
|ITEM 3.
Quantitative and Qualitative Disclosure About Market Risk                             |  | 19  
|ITEM 4.
Controls and Procedures                                                               |  | 19  
|                                                                                              | 
|PART II.
OTHER INFORMATION                                                                    |  |     
|                                                                                              | 
|ITEM 1.
Legal Proceedings                                                                     |  | 20  
|ITEM 6.
Exhibits                                                                              |  | 20  
|                                                                                              | 
|SIGNATURES                                                                                    |  | 21  



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



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##### Table of Contents

PART I - FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS



Universal City Development Partners, Ltd. and Subsidiaries

Consolidated Balance Sheets

(In thousands)



|                                       |  |                 |            |   |                  |   |            |  
|-------------------------------------- |  | --------------- | ---------- | - | ---------------- | - | ---------- | -
|                                       |  | October 2, 2005 |            |   | December 31,2004 |  
|                                       |  | (Unaudited)     |            |   |                  |  
|ASSETS                                 |  |                 |            |   |                  |   |            |  
|Current assets:                        |  |                 |            |   |                  |   |            |  
|Cash and cash equivalents              |  | $               | 79,510     |   |                  | $ | 23,879     |  
|Accounts receivable, net               |  |                 | 28,417     |   |                  |   | 18,991     |  
|Receivables from related parties       |  |                 | 2,695      |   |                  |   | 6,983      |  
|Inventories, net                       |  |                 | 44,225     |   |                  |   | 40,743     |  
|Prepaid assets                         |  |                 | 8,679      |   |                  |   | 4,810      |  
|                                       |  |                 |            |   |                  |   |            |  
|Total current assets                   |  |                 | 163,526    |   |                  |   | 95,406     |  
|                                       |  |                
|Property and equipment, at cost:       |  |                 |            |   |                  |   |            |  
|Land and land improvements             |  |                 | 491,143    |   |                  |   | 489,853    |  
|Buildings and building improvements    |  |                 | 1,369,121  |   |                  |   | 1,367,527  |  
|Equipment, fixtures and furniture      |  |                 | 1,072,777  |   |                  |   | 1,050,482  |  
|Construction in process                |  |                 | 18,012     |   |                  |   | 21,026     |  
|                                       |  |                 |            |   |                  |   |            |  
|Total property and equipment, at cost: |  |                 | 2,951,053  |   |                  |   | 2,928,888  |  
|Less accumulated depreciation          |  |                 | (1,140,421 | ) |                  |   | (1,053,737 | )
|                                       |  |                 |            |   |                  |   |            |  
|Property and equipment, net            |  |                 | 1,810,632  |   |                  |   | 1,875,151  |  
|                                       |  |                
|Other assets:                          |  |                 |            |   |                  |   |            |  
|Investments in joint ventures          |  |                 | 8,180      |   |                  |   | 8,679      |  
|Intangible assets, net                 |  |                 | 15,091     |   |                  |   | 16,195     |  
|Deferred finance costs, net            |  |                 | 26,403     |   |                  |   | 30,339     |  
|Other assets                           |  |                 | 8,573      |   |                  |   | 8,846      |  
|                                       |  |                 |            |   |                  |   |            |  
|Total other assets                     |  |                 | 58,247     |   |                  |   | 64,059     |  
|                                       |  |                 |            |   |                  |   |            |  
|Total assets                           |  | $               | 2,032,405  |   |                  | $ | 2,034,616  |  
|                                       |  |                 |            |   |                  |   |            |  



Continued on next page.



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Universal City Development Partners, Ltd. and Subsidiaries

Consolidated Balance Sheets (Continued)

(In thousands)



|                                                  |  |                 |           |   |                  |   |           |  
|------------------------------------------------- |  | --------------- | --------- | - | ---------------- | - | --------- | -
|                                                  |  | October 2, 2005 |           |   | December 31,2004 |  
|                                                  |  | (Unaudited)     |           |   |                  |  
|LIABILITIES AND PARTNERS EQUITY                  |  |                 |           |   |                  |   |           |  
|Current liabilities:                              |  |                 |           |   |                  |   |           |  
|Accounts payable and accrued liabilities          |  | $               | 132,454   |   |                  | $ | 108,982   |  
|Unearned revenue                                  |  |                 | 48,626    |   |                  |   | 34,988    |  
|Due to Vivendi Universal Entertainment            |  |                 | 12,618    |   |                  |   | 18,093    |  
|Current portion of capital lease obligations      |  |                 | 765       |   |                  |   | 823       |  
|Current portion of long-term borrowings           |  |                 | 5,800     |   |                  |   | 5,500     |  
|                                                  |  |                 |           |   |                  |   |           |  
|Total current liabilities                         |  |                 | 200,263   |   |                  |   | 168,386   |  
|                                                  |  |                
|Long-term liabilities:                            |  |                 |           |   |                  |   |           |  
|Long-term borrowings, net of current portion      |  |                 | 1,036,750 |   |                  |   | 1,040,128 |  
|Deferred special fee payable to affiliates        |  |                 | 73,435    |   |                  |   | 96,874    |  
|Capital lease obligations, net of current portion |  |                 | 570       |   |                  |   | 932       |  
|Interest rate swaps, at fair market value         |  |                 | 1,614     |   |                  |   | 5,731     |  
|Minority interest in equity of UCRP               |  |                 | 8,641     |   |                  |   | 9,679     |  
|Other                                             |  |                 | 6,865     |   |                  |   | 6,798     |  
|                                                  |  |                 |           |   |                  |   |           |  
|Total long-term liabilities                       |  |                 | 1,127,875 |   |                  |   | 1,160,142 |  
|                                                  |  |                
|Commitments and contingencies                     |  |                 |          |   |                  |   |          |  
|                                                  |  |                
|Partners equity:                                 |  |                 |           |   |                  |   |           |  
|Vivendi Universal Entertainment                   |  |                 | 353,001   |   |                  |   | 355,855   |  
|Blackstone                                        |  |                 | 353,001   |   |                  |   | 355,855   |  
|Accumulated other comprehensive loss              |  |                 | (1,735    | ) |                  |   | (5,622    | )
|                                                  |  |                 |           |   |                  |   |           |  
|Total partners equity                            |  |                 | 704,267   |   |                  |   | 706,088   |  
|                                                  |  |                 |           |   |                  |   |           |  
|Total liabilities and partners equity            |  | $               | 2,032,405 |   |                  | $ | 2,034,616 |  
|                                                  |  |                 |           |   |                  |   |           |  



See accompanying notes.



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Universal City Development Partners, Ltd. and Subsidiaries

Consolidated Statements of Operations

(In thousands)



|                                                                                                     |  |                    |         |   |                   |   |         |                |  |   |                   |   |  |   |         |  
|---------------------------------------------------------------------------------------------------- |  | ------------------ | ------- | - | ----------------- | - | ------- | -------------- |  | - | ----------------- | - |  | - | ------- | -
|                                                                                                     |  | Three Months Ended |         |   | Nine Months Ended |  
|                                                                                                     |  | October 2, 2005    |         |   | September 26,2004 |   |         | October 2,2005 |  |   | September 26,2004 |  
|                                                                                                     |  | (Unaudited)        |        
|Operating revenues:                                                                                  |  |                    |         |   |                   |   |         |                |  |   |                   |   |  |   |         |  
|Theme park passes                                                                                    |  | $                  | 118,523 |   |                   | $ | 132,520 |                |  | $ | 341,188           |   |  | $ | 346,645 |  
|Theme park food and beverage                                                                         |  |                    | 29,467  |   |                   |   | 32,981  |                |  |   | 83,360            |   |  |   | 87,217  |  
|Theme park merchandise                                                                               |  |                    | 24,884  |   |                   |   | 28,011  |                |  |   | 73,754            |   |  |   | 75,510  |  
|Other                                                                                                |  |                    | 52,918  |   |                   |   | 53,017  |                |  |   | 165,399           |   |  |   | 155,400 |  
|                                                                                                     |  |                    |         |   |                   |   |         |                |  |   |                   |   |  |   |         |  
|Total operating revenues                                                                             |  |                    | 225,792 |   |                   |   | 246,529 |                |  |   | 663,701           |   |  |   | 664,772 |  
|                                                                                                     |  |                    |         |  
|Costs and operating expenses:                                                                        |  |                    |         |   |                   |   |         |                |  |   |                   |   |  |   |         |  
|Theme park operations                                                                                |  |                    | 42,827  |   |                   |   | 41,563  |                |  |   | 123,962           |   |  |   | 117,110 |  
|Theme park selling, general and administrative                                                       |  |                    | 25,845  |   |                   |   | 32,935  |                |  |   | 110,834           |   |  |   | 126,234 |  
|Theme park cost of products sold                                                                     |  |                    | 27,260  |   |                   |   | 31,509  |                |  |   | 79,297            |   |  |   | 82,457  |  
|Special fee payable to Vivendi Universal Entertainment and consultant fee                            |  |                    | 14,263  |   |                   |   | 15,967  |                |  |   | 41,645            |   |  |   | 42,528  |  
|Depreciation and amortization                                                                        |  |                    | 29,889  |   |                   |   | 29,544  |                |  |   | 88,873            |   |  |   | 90,864  |  
|Other                                                                                                |  |                    | 32,671  |   |                   |   | 32,921  |                |  |   | 103,723           |   |  |   | 95,808  |  
|                                                                                                     |  |                    |         |   |                   |   |         |                |  |   |                   |   |  |   |         |  
|Total costs and operating expenses                                                                   |  |                    | 172,755 |   |                   |   | 184,439 |                |  |   | 548,334           |   |  |   | 555,001 |  
|                                                                                                     |  |                    |         |   |                   |   |         |                |  |   |                   |   |  |   |         |  
|Operating income                                                                                     |  |                    | 53,037  |   |                   |   | 62,090  |                |  |   | 115,367           |   |  |   | 109,771 |  
|                                                                                                     |  |                    |         |  
|Non-operating expenses (income):                                                                     |  |                    |         |   |                   |   |         |                |  |   |                   |   |  |   |         |  
|Interest expense                                                                                     |  |                    | 26,692  |   |                   |   | 29,419  |                |  |   | 80,120            |   |  |   | 87,291  |  
|Interest income                                                                                      |  |                    | (536    | ) |                   |   | (241    | )              |  |   | (952              | ) |  |   | (742    | )
|Change in fair value of interest rate swaps and amortization of accumulated other comprehensive loss |  |                    | 809     |   |                   |   | (2,321  | )              |  |   | (230              | ) |  |   | (3,138  | )
|(Income) loss from joint ventures                                                                    |  |                    | (29     | ) |                   |   | 441     |                |  |   | 171               |   |  |   | 874     |  
|Gain from sale of property and equipment                                                             |  |                    |        |   |                   |   |        |                |  |   |                  |   |  |   | (1,007  | )
|Minority interest in net earnings of UCRP                                                            |  |                    | 319     |   |                   |   | 358     |                |  |   | 2,110             |   |  |   | 2,075   |  
|                                                                                                     |  |                    |         |   |                   |   |         |                |  |   |                   |   |  |   |         |  
|Total non-operating expenses                                                                         |  |                    | 27,255  |   |                   |   | 27,656  |                |  |   | 81,219            |   |  |   | 85,353  |  
|                                                                                                     |  |                    |         |   |                   |   |         |                |  |   |                   |   |  |   |         |  
|Net income                                                                                           |  | $                  | 25,782  |   |                   | $ | 34,434  |                |  | $ | 34,148            |   |  | $ | 24,418  |  
|                                                                                                     |  |                    |         |   |                   |   |         |                |  |   |                   |   |  |   |         |  



See accompanying notes.



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Universal City Development Partners, Ltd. and Subsidiaries

Consolidated Statement of Changes in Partners Equity

(In thousands)



|                                                                                                             |  |                               |         |   |            |   |         |                                   |  |   |                      |   |  |   |         |  
|------------------------------------------------------------------------------------------------------------ |  | ----------------------------- | ------- | - | ---------- | - | ------- | --------------------------------- |  | - | -------------------- | - |  | - | ------- | -
|                                                                                                             |  | VivendiUniversalEntertainment |         |   | Blackstone |   |         | AccumulatedOtherComprehensiveLoss |  |   | TotalPartnersEquity |  
|                                                                                                             |  | (Unaudited)                   |        
|Balance, December 31, 2004                                                                                   |  | $                             | 355,855 |   |            | $ | 355,855 |                                   |  | $ | (5,622               | ) |  | $ | 706,088 |  
|Partner distributions                                                                                        |  |                               | (19,928 | ) |            |   | (19,928 | )                                 |  |   |                     |   |  |   | (39,856 | )
|Change in fair value of interest rate swaps designated as hedges                                             |  |                               |        |   |            |   |        |                                   |  |   | (181                 | ) |  |   | (181    | )
|Amortization of accumulated other comprehensive loss from interest rate swaps no longer designated as hedges |  |                               |        |   |            |   |        |                                   |  |   | 4,068                |   |  |   | 4,068   |  
|Net income                                                                                                   |  |                               | 17,074  |   |            |   | 17,074  |                                   |  |   |                     |   |  |   | 34,148  |  
|                                                                                                             |  |                               |         |   |            |   |         |                                   |  |   |                      |   |  |   |         |  
|Balance, October 2, 2005                                                                                     |  | $                             | 353,001 |   |            | $ | 353,001 |                                   |  | $ | (1,735               | ) |  | $ | 704,267 |  
|                                                                                                             |  |                               |         |   |            |   |         |                                   |  |   |                      |   |  |   |         |  



See accompanying notes.



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Universal City Development Partners, Ltd. and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands)



|                                                                                                       |  |                   |         |   |                   |   |         |  
|------------------------------------------------------------------------------------------------------ |  | ----------------- | ------- | - | ----------------- | - | ------- | -
|                                                                                                       |  | Nine Months Ended |        
|                                                                                                       |  | October 2, 2005   |         |   | September 26,2004 |  
|                                                                                                       |  | (Unaudited)       |        
|CASH FLOWS FROM OPERATING ACTIVITIES                                                                   |  |                   |         |   |                   |   |         |  
|Net income                                                                                             |  | $                 | 34,148  |   |                   | $ | 24,418  |  
|                                                                                                       |  |                  
|Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities: |  |                   |         |   |                   |   |         |  
|Depreciation                                                                                           |  |                   | 87,769  |   |                   |   | 89,777  |  
|Amortization of intangible assets                                                                      |  |                   | 1,104   |   |                   |   | 1,087   |  
|Amortization of deferred finance costs                                                                 |  |                   | 3,936   |   |                   |   | 5,296   |  
|Accretion of bond and note payable discounts                                                           |  |                   | 632     |   |                   |   | 624     |  
|Gain on sale of property and equipment                                                                 |  |                   |        |   |                   |   | (1,007  | )
|Change in fair value of interest rate swaps and amortization of accumulated other comprehensive loss   |  |                   | (230    | ) |                   |   | (3,138  | )
|Loss from joint ventures                                                                               |  |                   | 171     |   |                   |   | 874     |  
|Minority interest in net earnings of UCRP                                                              |  |                   | 2,110   |   |                   |   | 2,075   |  
|Changes in operating assets and liabilities:                                                           |  |                   |         |   |                   |   |         |  
|Accounts receivable, net                                                                               |  |                   | (9,426  | ) |                   |   | (2,467  | )
|Receivables from related parties                                                                       |  |                   | 4,288   |   |                   |   | (725    | )
|Inventories, net                                                                                       |  |                   | (3,482  | ) |                   |   | 117     |  
|Prepaid assets                                                                                         |  |                   | (3,869  | ) |                   |   | (5,657  | )
|Other assets                                                                                           |  |                   | 273     |   |                   |   | (104    | )
|Accounts payable and accrued liabilities                                                               |  |                   | 23,472  |   |                   |   | 26,941  |  
|Unearned revenue                                                                                       |  |                   | 13,638  |   |                   |   | 14,056  |  
|Due to Vivendi Universal Entertainment                                                                 |  |                   | (5,475  | ) |                   |   | 25,345  |  
|Deferred special fee payable to affiliates                                                             |  |                   | (23,439 | ) |                   |   | 6,069   |  
|Other long-term liabilities                                                                            |  |                   | 67      |   |                   |   | 312     |  
|                                                                                                       |  |                   |         |   |                   |   |         |  
|Net cash and cash equivalents provided by operating activities                                         |  |                   | 125,687 |   |                   |   | 183,893 |  
|                                                                                                       |  |                  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                                   |  |                   |         |   |                   |   |         |  
|Property and equipment acquisitions                                                                    |  |                   | (25,185 | ) |                   |   | (20,104 | )
|Proceeds related to the settlement of capital claims                                                   |  |                   | 2,500   |   |                   |   | 400     |  
|Proceeds related to the sale of property and equipment                                                 |  |                   |        |   |                   |   | 3,742   |  
|Distributions from joint ventures, net                                                                 |  |                   | 328     |   |                   |   | 301     |  
|                                                                                                       |  |                   |         |   |                   |   |         |  
|Net cash and cash equivalents used in investing activities                                             |  | $                 | (22,357 | ) |                   | $ | (15,661 | )



Continued on next page.



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Universal City Development Partners, Ltd. and Subsidiaries

Consolidated Statements of Cash Flows (Continued)

(In thousands)



|                                                                    |  |                   |         |   |                   |   |          |  
|------------------------------------------------------------------- |  | ----------------- | ------- | - | ----------------- | - | -------- | -
|                                                                    |  | Nine Months Ended |        
|                                                                    |  | October 2, 2005   |         |   | September 26,2004 |  
|                                                                    |  | (Unaudited)       |        
|CASH FLOWS FROM FINANCING ACTIVITIES                                |  |                   |         |   |                   |   |          |  
|Distributions of minority interest in equity of UCRP                |  | $                 | (3,148  | ) |                   | $ | (2,270   | )
|Payments of partner distributions                                   |  |                   | (39,856 | ) |                   |   | (5,000   | )
|Payments for finance costs                                          |  |                   |        |   |                   |   |         |  
|Payments on long-term borrowings and capital lease obligations, net |  |                   | (4,695  | ) |                   |   | (171,040 | )
|                                                                    |  |                   |         |   |                   |   |          |  
|Net cash and cash equivalents used in financing activities          |  |                   | (47,699 | ) |                   |   | (178,310 | )
|                                                                    |  |                   |         |   |                   |   |          |  
|Net increase (decrease) in cash and cash equivalents                |  |                   | 55,631  |   |                   |   | (10,078  | )
|Cash and cash equivalents at beginning of period                    |  |                   | 23,879  |   |                   |   | 113,978  |  
|                                                                    |  |                   |         |   |                   |   |          |  
|Cash and cash equivalents at end of period                          |  | $                 | 79,510  |   |                   | $ | 103,900  |  
|                                                                    |  |                   |         |   |                   |   |          |  
|SUPPLEMENTAL DISCLOSURES OF NON-CASH INFORMATION                    |  |                   |         |   |                   |   |          |  
|Decrease in interest rate swap liability                            |  | $                 | 4,117   |   |                   | $ | 11,804   |  
|                                                                    |  |                   |         |   |                   |   |          |  
|Disposal of fully depreciated assets                                |  | $                 | 1,085   |   |                   | $ | 1,500    |  
|                                                                    |  |                   |         |   |                   |   |          |  
|Notes payable issued for property and equipment                     |  | $                 | 565     |   |                   | $ |         |  
|                                                                    |  |                   |         |   |                   |   |          |  



See accompanying notes.



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Universal City Development Partners, Ltd. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements



1. GENERAL



Basis of Presentation



The accompanying
unaudited consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures which are normally included in financial
statements prepared in accordance with accounting principles generally accepted in the United States have been omitted pursuant to those rules and regulations. The unaudited consolidated financial statements reflect all normal recurring adjustments
which are, in the opinion of 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 consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2004 and the notes, thereto, filed with the
Securities Exchange Commission under cover of Form 10-K.



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



Through Universal City Florida Holding Co. I and Universal City Florida Holding Co. II (collectively, Holdings), the Company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), an affiliate of Universal Studios, Inc. (USI), which effective May 11, 2004 became an indirect subsidiary of NBC Universal, Inc. (NBCU).



During June 2005, NBCU purchased the 5.5% minority interest in Vivendi Universal Entertainment. As a result of the transaction, Vivendi
Universal Entertainment is now wholly owned by NBCU.



Period End



In prior periods, the Companys fiscal quarter and year-end was the
last Saturday of each period. During late 2004, the Company changed the date of its fiscal quarter to the last Sunday of the quarter and the date of its fiscal year end to December 31. As a result of these changes, the nine months ended
October 2, 2005 and September 26, 2004, respectively, contained 275 days and 274 days. The three months ended October 2, 2005 and September 26, 2004, respectively, contained 91 days and 92 days.



Seasonality and Other Factors



Based on the seasonality of attendance, the results for the three months and nine months
ended October 2, 2005 and September 26, 2004 are not necessarily indicative of results for the full year. The results for the nine months ended September 26, 2004 were aided by more peak winter holiday days when compared to the nine
months ended October 2, 2005. During the three months ended September 26, 2004, the Companys parks were closed three days as the result of four hurricanes making landfall within the state of Florida.



Recent Accounting Pronouncements



In December 2004, the Financial Accounting Standards Board issued Statements of Financial
Accounting Standards No. 153 (SFAS 153), Exchanges of Nonmonetary Assets. This Statement amends the guidance in Accounting Principles Board Opinion No. 29 (APB 29), Accounting for Nonmonetary
Transactions. APB 29 provided an exception to the basic measurement principle (fair value) for exchanges of similar assets, requiring that some nonmonetary exchanges be recorded on a carryover basis. SFAS 153 eliminates the exception to
fair value for exchanges of similar productive assets and replaces it with a general exception for exchange transactions that do not have commercial substance, that is, transactions that are not expected to result in significant changes in the cash
flows of the reporting entity. The provisions of SFAS 153 are effective for exchanges of nonmonetary assets occurring in fiscal periods beginning after June 15, 2005, although the Company adopted the provisions effective January 1, 2005 as
permitted. As of October 2, 2005, SFAS 153 has not had a material impact on the Companys financial position, results of operations or cash flows.



In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections, a replacement of Accounting Principles Board Opinion
No. 20, Accounting Changes, and SFAS No. 3, Reporting Accounting Changes in Interim



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Financial Statements (SFAS 154). SFAS 154 changes the requirements for the accounting for, and
reporting of, a change in accounting principle. Previously, voluntary changes in accounting principles were generally required to be recognized by way of a cumulative effect adjustment within net income during the period of the change. SFAS 154
requires retrospective application to prior periods financial statements, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS 154 is effective for accounting changes made in
fiscal years beginning after December 15, 2005; however, the statement does not change the transition provisions of any existing accounting pronouncements. The Company does not believe adoption of SFAS 154 will have a material effect on its
financial position, results of operations or cash flows.



2. LONG-TERM
BORROWINGS AND FINANCIAL INSTRUMENTS



At October 2, 2005, total
long-term borrowings were approximately $1,042,550,000, which primarily consists of $496,251,000 in UCDP bonds ($500,000,000, net of an unamortized discount of approximately $3,749,000), and $545,875,000 under the JP Morgan senior secured credit
facilities (the Term Loan). At October 2, 2005, $5,800,000 of the total borrowings was classified as current. In addition, at October 2, 2005, the Company had $100,000,000 available under its revolving credit facilities.



During the nine months ended October 2, 2005, the Company made three quarterly principal
payments of $1,375,000 (totaling $4,125,000) on the Term Loan, in accordance with the debt amortization schedule. The Term Loan and bonds contain certain customary limitations. The most restrictive limitations relate to the incurrence of liens,
additional indebtedness and maintenance of funded debt and interest coverage ratios. At October 2, 2005, the Company was in compliance with the financial terms of the Term Loan and the bonds.



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



|                     |  |                 |           |                   |   |               |  |            |           |  |   |          
|-------------------- |  | --------------- | --------- | ----------------- | - | ------------- |  | ---------- | --------- |  | - | ---------
|                     |  | October 2, 2005 |           | December 31, 2004
|                     |  | CarryingValue   |           | Fair Value        |   | CarryingValue |  | Fair Value
|                     |  | (Unaudited)     |           |                   |   |              
|Long-term borrowings |  | $               | 1,042,550 |                   | $ | 1,121,563     |  | $          | 1,045,628 |  | $ | 1,136,063
|Interest rate swaps  |  |                 | 1,614     |                   |   | 1,614         |  |            | 5,731     |  |   | 5,731    
|                     |  |                 |           |                   |   |               |  |            |           |  |   |          
|Total                |  | $               | 1,044,164 |                   | $ | 1,123,177     |  | $          | 1,051,359 |  | $ | 1,141,794
|                     |  |                 |           |                   |   |               |  |            |           |  |   |          



3. ACCOUNTS PAYABLE AND ACCRUED
LIABILITIES



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



|                          |  |                 |         |                  |   |        
|------------------------- |  | --------------- | ------- | ---------------- | - | -------
|                          |  | October 2, 2005 |         | December 31,2004
|                          |  | (Unaudited)     |         |                 
|Accounts payable          |  | $               | 12,786  |                  | $ | 5,946  
|Capital expenditures      |  |                 | 11,326  |                  |   | 15,800 
|Marketing and advertising |  |                 | 8,717   |                  |   | 4,203  
|Interest                  |  |                 | 36,224  |                  |   | 18,055 
|Compensation and benefits |  |                 | 23,786  |                  |   | 40,903 
|Operating accruals        |  |                 | 9,471   |                  |   | 10,997 
|Consulting fees           |  |                 | 4,790   |                  |   | 4,250  
|Property and sales tax    |  |                 | 17,375  |                  |   | 2,989  
|Other                     |  |                 | 7,979   |                  |   | 5,839  
|                          |  |                 |         |                  |   |        
|Total                     |  | $               | 132,454 |                  | $ | 108,982
|                          |  |                 |         |                  |   |        



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4. COMPREHENSIVE INCOME



Comprehensive income is as follows (in thousands):



|                                                                                                             |  |                    |        |                   |   |                |  |   |                   |   |  |   |       
|------------------------------------------------------------------------------------------------------------ |  | ------------------ | ------ | ----------------- | - | -------------- |  | - | ----------------- | - |  | - | ------
|                                                                                                             |  | Three Months Ended |        | Nine Months Ended
|                                                                                                             |  | October 2, 2005    |        | September 26,2004 |   | October 2,2005 |  |   | September 26,2004
|                                                                                                             |  | (Unaudited)       
|Net income                                                                                                   |  | $                  | 25,782 |                   | $ | 34,434         |  | $ | 34,148            |   |  | $ | 24,418
|Change in fair value of interest rate swaps designated as hedges                                             |  |                    | 6,867  |                   |   | 1,585          |  |   | (181              | ) |  |   | 8,666 
|Amortization of accumulated other comprehensive loss from interest rate swaps no longer designated as hedges |  |                    | 1,346  |                   |   |               |  |   | 4,068             |   |  |   |      
|                                                                                                             |  |                    |        |                   |   |                |  |   |                   |   |  |   |       
|Comprehensive income                                                                                         |  | $                  | 33,995 |                   | $ | 36,019         |  | $ | 38,035            |   |  | $ | 33,084
|                                                                                                             |  |                    |        |                   |   |                |  |   |                   |   |  |   |       



5. RELATED PARTY TRANSACTIONS



In the normal course of business, the Company has transactions with
certain related parties as noted in its audited consolidated financial statements for the year ended December 31, 2004 and the notes, thereto, filed with the Securities Exchange Commission under cover of Form 10-K. The following discussion is
not intended to include all such transactions, rather it summarizes those that are material in nature and have occurred during the current fiscal year.



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 months and nine months ended October 2, 2005, respectively, the Company paid fees of $26,369,000 and $63,721,000 to Vivendi Universal
Entertainment. Likewise, during the three months and nine months ended September 26, 2004, respectively, the Company paid fees of $5,315,000 and $9,180,000 to Vivendi Universal Entertainment. In addition, at October 2, 2005 and
December 31, 2004, respectively, the amount due to Vivendi Universal Entertainment included $9,831,000 and $17,876,000 related to the current portion of fees payable to Vivendi Universal Entertainment. At October 2, 2005, the Company no
longer had a long-term special fee payable to Vivendi Universal Entertainment as all amounts were expected to be paid within a year. At December 31, 2004, the Company had long-term special fees payable to Vivendi Universal Entertainment of
$26,642,000. At October 2, 2005 and December 31, 2004, respectively, the Company had long-term deferred special fees payable to Holdings of $73,435,000 and $70,232,000.



At the suggestion of NBCU, costs were incurred to upgrade the Companys environmental, health, and safety equipment and procedures. In
connection with these upgrades, NBCU entered into third-party contracts. The Companys Partners agreed that the Company will pay for these costs. Total costs incurred through October 2, 2005 were approximately $4,100,000, of which
approximately $2,000,000 was capitalized as property and equipment and approximately $2,100,000 was expensed within other costs and operating expenses. Of the total costs incurred, as of October 2, 2005, the Company owed NBCU approximately
$2,000,000 as a reimbursement for costs paid by NBCU.



6. CONSULTING
AGREEMENT



The Company has an agreement with a consultant (the Consultant)
under which it pays a percentage of its gross revenues for consulting services. On March 15, 2005, counsel for the Consultant delivered to the Company a report, which asserts that the Consultant is owed additional fees, in an aggregate amount
of more than $12,000,000 for the period from 1992 to 2002. The Company is in the process of reviewing the assertions in the report. It is premature to assess the validity or accuracy of the report, the merits of the claims made, or the likelihood of
any impact that this may have on the Companys financial position or the results of operations.



7. LITIGATION



RIDE & SHOW



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



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The Company filed a motion seeking to either dismiss the action or to transfer it to the Middle District of Florida. On
May 5, 2004, the United States District Court for the Central District of California granted the Companys Motion and dismissed, without prejudice, the case for improper venue. As a result, the Company is no longer a party to this action. On
May 21, 2004, the Company filed a Complaint against Ride & Show Engineering, Inc. (Ride & Show) in the U.S. District Court for the Middle District of Florida. The Companys Complaint contains counts for declaratory relief, breach of
contract, conversion, unjust enrichment, constructive trust, and fraud. Among other things, the Companys Complaint challenges Ride & Shows ownership of the subject Patent and the validity of the Patent. In addition, the Company seeks
a declaration by the Court that the Company has not infringed the Patent. The Company also seeks damages for Ride & Shows use of the invention that is the subject of the Patent. On July 19, 2004, Ride & Show filed a motion to dismiss
the Companys Complaint and to transfer a portion of the Companys declaratory relief count to the U.S. District Court for the Central District of California. The Company opposed the motion and on August 26, 2004 Ride & Shows
motion was denied. On September 10, 2004 Ride & Show filed its answer and counterclaim for Patent Infringement and Breach of Contract. On October 4, 2004 the Company filed its answer to the counterclaim denying all material allegations and
asserting numerous affirmative defenses. On May 26, 2005 the Company and Ride & Show participated in a court ordered mediation, which resulted in an impasse. Ride & Show has moved for summary judgment on the Patent ownership issue and the
Company has moved for summary judgment on all issues. The trial has been removed from the November docket and is not likely to take place until 2006. It is premature to assess the likelihood of any impact that this case may have on the
Companys financial position or the results of operations.



OTHER



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



8. INTEREST RATE SWAPS



On April 1, 2005 and April 15, 2005, the Company entered into interest rate swap transactions with JP Morgan Chase Bank, N.A. in
order to provide additional hedges on its variable rate debt. The interest rate swaps begin with notional amounts of $200,000,000 and $300,000,000, respectively, with the latter swaps notional value declining to $125,000,000 by
January 15, 2008. The interest rate swaps have fixed interest rates of 4.8% and 4.4% and have effective dates of February 20, 2006 and January 15, 2006. Both swaps expire in the fourth quarter of 2009. The swaps qualified for hedge
accounting treatment in accordance with SFAS 133, Accounting for Derivative Instruments and Hedging Activities,which allows the change in fair value of the interest rate swaps to be recorded in accumulated other comprehensive
loss in the Companys statement of changes in partners equity.



9. COMPENSATION PLANS



On September 6, 2005, the Park
Advisory Board of UCDP approved the Long-Term Growth Plan effective as of January 1, 2005. The Long-Term Growth Plan provides key employees the opportunity to benefit from UCDPs growth in value. Employees who are eligible to participate
in the plan are limited to UCDPs Executive Committee members, UCDPs business unit heads, and other UCDP executives. Under the plan, which is administered by the Park Advisory Board, each participant is granted one or more Value
Appreciation Rights (VARs). The value of a VAR is generally based on the growth in market value of the equity interests of the ownership partners (Blackstone and NBCU) in UCDP. A pool is established for valuing the VARs and such pool is equal to 2%
of the growth in UCDPs equity value. The value of a VAR is calculated by dividing the total pool value by the total number of outstanding VARs. Each VAR will be triggered and automatically exercisable upon the earlier of a change in
UCDPs ownership structure which results in NBCU owning less than 50%, or January 1, 2008. If a change of ownership occurs, the payout value is calculated based on the sales price of this ownership change. If January 1, 2008 is
reached, the payout value is calculated based on an earnings multiple from financial results generated during 2007, subject to specific caps so that the payout value for each participant is no more than 100% of their total compensation as of
January 1, 2005. Under the plan, all awards are paid in cash. As of October 2, 2005, the Company had $1,875,000 accrued under this plan.



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



OVERVIEW RELATED TO FINANCIAL RESULTS



During the first nine months of 2005, paid admissions decreased 9%. This was driven by softness in our outer-U.S. and Florida markets, which decreased 18% and 6%,
respectively, partially offset by our international market, which grew 4%. During 2005, we faced several challenges, many of which impacted our attendance comparisons to 2004. First, we posted all-time attendance records in 2004 aided by the opening
of our Revenge of the MummySMattraction, which has
been our highest rated attraction at Universal Studios Florida. Second, this summer Disney launched their 50th anniversary celebration, which was supported by their aggressively priced vacation packages, significant increases in advertising, and new
ride product offerings. Finally, the price of gas increased, which directly impacted travel to Orlando from our Florida and our outer-U.S. markets. Despite this attendance shortfall, 2005 revenue was about flat with 2004. This was driven by both
increased guest spending and new revenue generating programs. These results in conjunction with certain cost initiatives helped us increase EBITDA by $3.3 million, or 2%. Due to the impact of our late 2004 refinancing, which included lower interest
rates on our senior secured credit, interest decreased $7.2 million. Accordingly, net income for the nine months of 2005 was $9.7 million higher than 2004. At October 2, 2005, we had $179.5 million in cash and unused revolving credit,
consisting of $79.5 million in cash and $100.0 million available under our revolving credit facilities. At October 2, 2005, we also had total debt of $1,042.6 million.



SEASONALITY AND OTHER FACTORS



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 may not be comparable. May is a traditionally slow attendance period. June marks the beginning of the summer
attendance peak when schools are out for the summer. This peak attendance period continues throughout the month of June, as schools outside of Florida finish their terms. The peak summer period includes the entire month of July and the first few
weeks in August. Local schools begin as early as the first week of August. Attendance levels continue to decline through Labor Day, when schools outside of Florida begin. Excluding special events such as Rock the Universe in September
and Halloween Horror Nights in October, the period from September through November is seasonally slow, with an attendance spike around Thanksgiving week. Attendance falls again after Thanksgiving weekend, and does not pick up until the
third week of December, when the peak Christmas and New Years holiday period begins.



Based on the seasonality of our attendance, the results for the periods ended October 2, 2005 and September 26, 2004 are not necessarily indicative of results for the full year. Additionally, the results for
the nine months ended September 26, 2004 were aided by more peak winter holiday days when compared to the nine months ended October 2, 2005. During the three months ended September 26, 2004, the Companys parks were closed three
days as the result of four hurricanes making landfall within the state of Florida.



PERIOD END



In prior periods, our fiscal quarter and year-end
was the last Saturday of each period. During late 2004, we changed the date of our fiscal quarter to the last Sunday of the quarter and the date of our fiscal year end to December 31. As a result of these changes, the nine months ended
October 2, 2005 contained 275 days, while the nine months ended September 26, 2004 contained 274 days. The three months ended October 2, 2005 and September 26, 2004, respectively, contained 91 days and 92 days.



CRITICAL ACCOUNTING POLICIES AND ESTIMATES



In the ordinary course of business, we make a number of estimates and assumptions relating
to the reporting of results of operations and financial condition in the preparation of our consolidated financial statements in conformity with United States generally accepted accounting principles. Results could differ significantly from those
estimates under different assumptions and conditions. We believe that the application of the following 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 the accounting policies discussed below, see Note 2 in our audited consolidated financial statements for the year ended December 31, 2004 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.



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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 7 in Part I, Item 1, Financial Statements and Part
II, Item 1, Legal Proceedings in this document for more detailed information on litigation exposure.



RESULTS OF OPERATIONS



|                                                                          |  |                    |         |                   |   |                          |  |     |   
|------------------------------------------------------------------------- |  | ------------------ | ------- | ----------------- | - | ------------------------ |  | --- | --
|                                                                          |  | Three Months Ended |         | % Change          |  
|(In Thousands, Except Percentages)                                        |  | October 2,2005     |         | September 26,2004 |   | (Unfavorable)/ Favorable | 
|Paid theme park admissions                                                |  |                    | 2,935   |                   |   | 3,499                    |  | (16 | )%
|Operating revenues:                                                       |  |                    |         |                   |   |                          |  |     |   
|Theme park pass revenue                                                   |  | $                  | 118,523 |                   | $ | 132,520                  |  | (11 | )%
|Theme park food and beverage, theme park merchandise, and other revenue   |  |                    | 107,269 |                   |   | 114,009                  |  | (6  | )%
|                                                                          |  |                    |         |                   |   |                          |  |     |   
|Total operating revenues                                                  |  |                    | 225,792 |                   |   | 246,529                  |  | (8  | )%
|Costs and operating expenses:                                             |  |                    |         |                   |   |                          |  |     |   
|Theme park operations                                                     |  |                    | 42,827  |                   |   | 41,563                   |  | (3  | )%
|Theme park selling, general and administrative                            |  |                    | 25,845  |                   |   | 32,935                   |  | 22  | % 
|Theme park cost of products sold                                          |  |                    | 27,260  |                   |   | 31,509                   |  | 14  | % 
|Special fee payable to Vivendi Universal Entertainment and consultant fee |  |                    | 14,263  |                   |   | 15,967                   |  | 11  | % 
|Depreciation and amortization                                             |  |                    | 29,889  |                   |   | 29,544                   |  | (1  | )%
|Other                                                                     |  |                    | 32,671  |                   |   | 32,921                   |  | 1   | % 
|                                                                          |  |                    |         |                   |   |                          |  |     |   
|Total costs and operating expenses                                        |  |                    | 172,755 |                   |   | 184,439                  |  | 6   | % 
|                                                                          |  |                    |         |                   |   |                          |  |     |   
|Operating income                                                          |  |                    | 53,037  |                   |   | 62,090                   |  | (15 | )%
|Non-operating expenses                                                    |  |                    | 27,255  |                   |   | 27,656                   |  | 1   | % 
|                                                                          |  |                    |         |                   |   |                          |  |     |   
|Net income                                                                |  | $                  | 25,782  |                   | $ | 34,434                   |  | (25 | )%
|                                                                          |  |                    |         |                   |   |                          |  |     |   



Three Months Ended October 2,
2005 Compared to Three Months Ended September 26, 2004



The 16%
decline in Paid Theme Park Admissions included decreases in all of our point of origin markets, with our outer-U.S., international, and Florida markets declining by 32%, 3% and 2%, respectively. As previously noted, we encountered several challenges
during 2005 which impacted our attendance. These factors are more fully described in the Overview Related to Financial Results above. Additionally, the three months ended September 26, 2004 were negatively impacted by the 2004 hurricanes, which
resulted in the closure of our parks for three days.



The unfavorable results
from Theme Park Pass Revenue were driven by lower theme park admissions partially offset by increased yield per guest. Theme Park Food and Beverage, Theme Park Merchandise and Other Revenue was lower than prior year by $6.7 million with $3.5 million
of the shortfall attributable to food and beverage and $3.1 million related to merchandise. These decreases reflect lower theme park admissions partly offset by higher guest per capita spending.



Theme Park Operations costs increased, which was principally due to $1.2 million of higher
theme park entertainment costs resulting from our new attraction, Fear Factor Live, which opened in May 2005 and our Halloween Horror Nights®event which, due to the timing of our quarter end, began in the third quarter of 2005 compared to the fourth quarter of 2004.
Additionally, our utility costs increased by approximately 7% during the three months ended October 2, 2005. The decrease in Theme Park Selling, General and Administrative was largely due to $4.0 million in lower costs related to our Long-Term
Incentive and Annual Incentive plans and the absence of approximately $3.0 million in costs related to the 2004 hurricanes. As a percentage of theme park food and beverage and merchandise revenue, Cost of Products Sold was 50.2% in 2005 as compared
to 51.7% in 2004. This decrease stems from the recording of an additional provision for merchandise inventory of $2.0 million in August 2004 offset partially by increased food commodity costs. Expenses related to our special fee payable and our
consultant fee, which are calculated as a percentage of revenue, decreased by $1.7 million.



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|                                                                          |  |                   |         |                   |   |                          |  |    |   
|------------------------------------------------------------------------- |  | ----------------- | ------- | ----------------- | - | ------------------------ |  | -- | --
|                                                                          |  | Nine Months Ended |         | % Change          |  
|(In Thousands, Except Percentages)                                        |  | October 2,2005    |         | September 26,2004 |   | (Unfavorable)/ Favorable | 
|Paid theme park admissions                                                |  |                   | 8,493   |                   |   | 9,362                    |  | (9 | )%
|Operating revenues:                                                       |  |                   |         |                   |   |                          |  |    |   
|Theme park pass revenue                                                   |  | $                 | 341,188 |                   | $ | 346,645                  |  | (2 | )%
|Theme park food and beverage, theme park merchandise, and other revenue   |  |                   | 322,513 |                   |   | 318,127                  |  | 1  | % 
|                                                                          |  |                   |         |                   |   |                          |  |    |   
|Total operating revenues                                                  |  |                   | 663,701 |                   |   | 664,772                  |  | (0 | )%
|Costs and operating expenses:                                             |  |                   |         |                   |   |                          |  |    |   
|Theme park operations                                                     |  |                   | 123,962 |                   |   | 117,110                  |  | (6 | )%
|Theme park selling, general and administrative                            |  |                   | 110,834 |                   |   | 126,234                  |  | 12 | % 
|Theme park cost of products sold                                          |  |                   | 79,297  |                   |   | 82,457                   |  | 4  | % 
|Special fee payable to Vivendi Universal Entertainment and consultant fee |  |                   | 41,645  |                   |   | 42,528                   |  | 2  | % 
|Depreciation and amortization                                             |  |                   | 88,873  |                   |   | 90,864                   |  | 2  | % 
|Other                                                                     |  |                   | 103,723 |                   |   | 95,808                   |  | (8 | )%
|                                                                          |  |                   |         |                   |   |                          |  |    |   
|Total costs and operating expenses                                        |  |                   | 548,334 |                   |   | 555,001                  |  | 1  | % 
|                                                                          |  |                   |         |                   |   |                          |  |    |   
|Operating income                                                          |  |                   | 115,367 |                   |   | 109,771                  |  | 5  | % 
|Non-operating expenses                                                    |  |                   | 81,219  |                   |   | 85,353                   |  | 5  | % 
|                                                                          |  |                   |         |                   |   |                          |  |    |   
|Net income                                                                |  | $                 | 34,148  |                   | $ | 24,418                   |  | 40 | % 
|                                                                          |  |                   |         |                   |   |                          |  |    |   



Nine months Ended October 2,
2005 Compared to Nine months Ended September 26, 2004



The 9% decline
in Paid Theme Park Admissions was primarily driven by an 18% decrease from our outer-U.S. market and, to a lesser extent, a 6% decrease from our Florida market. Our international market showed continued improvement with a 4% increase in 2005
compared to 2004. The change in our year-end during 2004 to December 31 caused the nine months ended September 26, 2004 to have four more peak winter holiday attendance days than the nine months ended October 2, 2005, thus negatively
impacting our current year attendance. This was offset partially by the 2004 hurricanes, which resulted in the closure of our parks for three days. As previously noted, we encountered several challenges during 2005 which impacted our attendance.
These factors are more fully described in the Overview Related to Financial Results above.



Despite the improved yield per guest, our results from Theme Park Pass Revenue were unfavorable primarily due to decreased paid attendance. The increase in Theme Park Food and Beverage, Theme Park Merchandise and
Other Revenue was primarily due to $4.1 million in increased revenue from Universal Parks & Resorts Vacations which is largely attributable to our Internet sales initiatives including the integration of our internal website and the
utilization of third party sites. Other contributing factors include $4.0 million in additional revenue related to the timing of pass holder redemptions and $2.1 million in incremental revenue from our corporate sponsorship agreements. These
favorable results were partially offset by $3.9 million in lower food and beverage revenue and $1.8 million in lower merchandise revenue both of which were driven by a mix of lower attendance offset partially by increased guest spending.



Theme Park Operations costs increased, which was primarily due to $1.5 million in
increased ride maintenance costs and $3.6 million in increased park operation labor and entertainment costs. The maintenance increases were due in large part to our new ride, Revenge of the Mummysm, which opened in May 2004. The incremental entertainment costs resulted largely from our new
attraction, Fear Factor Live, which opened in May 2005; expanding our Mardi Gras event from 7 nights to 13 nights; and the timing of our Halloween Horror Nights®event. Furthermore, we experienced $1.7 million in increased utility costs caused by rising energy prices. The decrease in Theme Park
Selling, General and Administrative was largely due to $9.7 million in lower costs from our Long-Term Incentive and Annual Incentive plans, $3.8 million in lower insurance costs and the absence of approximately $3.0 million in costs related to the
2004 hurricanes. As a percentage of theme park food and beverage and merchandise revenue, Cost of Products Sold was 50.5% in 2005 as compared to 50.7% in 2004. This decrease stems from the recording of an additional provision for merchandise
inventory of $2.0 million in August 2004 offset partially by increased food commodity costs. Depreciation and Amortization continued to be favorable primarily due to certain assets becoming fully depreciated during the last quarter of 2004 and
during 2005. Other Costs and Operating Expenses increased, which was primarily due to $4.5 million in costs required to support the revenue growth from Universal Parks & Resorts Vacations and $2.1 million in expenses incurred to upgrade our
environmental, health, and safety procedures. Non-operating Expenses were favorable predominately due to lower interest expense, which was impacted by lower interest rates on our senior secured credit facility. The factors were partially offset by
changes in the fair values of our interest rate swaps.



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EBITDA



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



|                                                                   |  |                    |        |   |                   |   |         |                |  |   |                   |   |  |   |         |  
|------------------------------------------------------------------ |  | ------------------ | ------ | - | ----------------- | - | ------- | -------------- |  | - | ----------------- | - |  | - | ------- | -
|                                                                   |  | Three Months Ended |        |   | Nine Months Ended |  
|(In Thousands)                                                     |  | October 2,2005     |        |   | September 26,2004 |   |         | October 2,2005 |  |   | September 26,2004 |  
|Cash and cash equivalents provided by operating activities         |  | $                  | 59,752 |   |                   | $ | 75,467  |                |  | $ | 125,687           |   |  | $ | 183,893 |  
|Adjustments:                                                       |  |                    |        |   |                   |   |         |                |  |   |                   |   |  |   |         |  
|Interest expense                                                   |  |                    | 26,692 |   |                   |   | 29,419  |                |  |   | 80,120            |   |  |   | 87,291  |  
|Interest income                                                    |  |                    | (536   | ) |                   |   | (241    | )              |  |   | (952              | ) |  |   | (742    | )
|Amortization of deferred finance costs                             |  |                    | (1,317 | ) |                   |   | (1,704  | )              |  |   | (3,936            | ) |  |   | (5,296  | )
|Changes in deferred special fee and interest payable to affiliates |  |                    | (1,166 | ) |                   |   | 5,033   |                |  |   | 23,439            |   |  |   | (6,069  | )
|Loss on sale of property and equipment                             |  |                    |       |   |                   |   |        |                |  |   |                  |   |  |   | 1,007   |  
|Income (loss) from joint ventures                                  |  |                    | 29     |   |                   |   | (441    | )              |  |   | (171              | ) |  |   | (874    | )
|Accretion of bond and note payable discounts                       |  |                    | (212   | ) |                   |   | (208    | )              |  |   | (632              | ) |  |   | (624    | )
|Minority interest in net earnings of UCRP                          |  |                    | (319   | ) |                   |   | (358    | )              |  |   | (2,110            | ) |  |   | (2,075  | )
|Change in working capital                                          |  |                    | (287   | ) |                   |   | (16,132 | )              |  |   | (19,486           | ) |  |   | (57,818 | )
|                                                                   |  |                    |        |   |                   |   |         |                |  |   |                   |   |  |   |         |  
|EBITDA                                                             |  | $                  | 82,636 |   |                   | $ | 90,835  |                |  | $ | 201,959           |   |  | $ | 198,693 |  
|                                                                   |  |                    |        |   |                   |   |         |                |  |   |                   |   |  |   |         |  



LIQUIDITY AND CAPITAL RESOURCES



Our principal source of liquidity has been cash flow generated from
operations, and our principal liquidity requirements have been for capital expenditures, debt retirement, and working capital. During the nine months ended October 2, 2005 and September 26, 2004, respectively, net cash provided by
operating activities was $125.7 million and $183.9 million. This decrease, which totaled $58.2 million, was primarily driven by $54.5 million in incremental payments of special fees to Vivendi Universal Entertainment (we have paid all deferred
special fees payable to Vivendi Universal Entertainment); $18.0 million in incremental payments related to our 2004 bonus plans; and other changes in our working capital. Partially offsetting these items was a $9.7 million increase in our net
income.



During the nine months ended October 2, 2005, net cash used in
investing activities totaled $22.4 million, which consisted primarily of $25.2 million in capital expenditures offset partially by $2.5 million in proceeds from settlements of capital claims. During the nine months ended September 26, 2004, net
cash used in investing activities totaled $15.7 million, which consisted of $20.1 million in capital expenditures, partially offset by $3.7 million in cash flows received from a land sale.



During the nine months ended October 2, 2005, net cash used for financing activities was
$47.7 million, which primarily included Partner distributions of $39.9 million, principal payments of $4.1 million on our senior secured credit agreement and $3.1 million in distributions of the minority interest of UCRP. During the nine months
ended September 26, 2004, net cash used for financing activities was $178.3 million, which was principally comprised of $172.2 million in prepayments on our senior secured credit facilities, Partner distributions of $5.0 million and $2.3
million in distributions of the minority interest of UCRP.



At October 2,
2005, our total debt was $1,042.6 million, which primarily included $496.3 million outstanding under our bonds ($500.0 million, net of a remaining discount of approximately $3.7 million) and $545.9 million outstanding under our senior secured credit
agreement. At October 2, 2005, we also had $179.5 million in cash and unused revolving credit, consisting of $79.5 million in cash and $100.0 million available under our revolving credit facilities. Our senior secured credit agreement and bonds
contain certain customary limitations. We were in compliance with all financial covenants as of October 2, 2005.



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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. The most restrictive
covenant for payment of the special fee is a debt to EBITDA ratio of 5.0 to 1.0 or less related to the current special fees below $20.0 million and 4.0 to 1.0 or less related to the current and deferred special fees in excess of $20.0 million
annually. These ratios were met as of April 3, 2005, July 3, 2005 and October 2, 2005. Accordingly, during the three months and nine months ended October 2, 2005, respectively, we paid fees of $26.4 million and $63.7 million
to Vivendi Universal Entertainment. At October 2, 2005 and December 31, 2004, respectively, our consolidated balance sheet included $9.8 million and $17.9 million classified as current liabilities related to the current portion of the
special fees payable to Vivendi Universal Entertainment. As of October 2, 2005, all of our special fees payable to Vivendi Universal Entertainment were classified as current. In addition, at December 31, 2004, we had long-term deferred
special fees payable to Vivendi Universal Entertainment of $26.6 million. At October 2, 2005 and December 31, 2004, respectively, we had long-term deferred special fees payable to Universal City Florida Holding Co. I and II of $73.4
million and $70.2 million.



At the suggestion of NBCU, costs were incurred to
upgrade our environmental, health, and safety equipment and procedures. In connection with these upgrades, NBCU entered into third-party contracts. Our Partners have agreed that we will pay for these costs. Total costs incurred through
October 2, 2005 were approximately $4.1 million, of which approximately $2.0 million was capitalized as property and equipment and approximately $2.1 million was expensed within other costs and operating expenses. Of the total costs incurred,
as of October 2, 2005, we owed NBCU approximately $2.0 million as a reimbursement for costs paid by NBCU.



On September 6, 2005, our Park Advisory Board approved the Long-Term Growth Plan effective as of January 1, 2005. The Long-Term Growth Plan provides key employees the opportunity to benefit from our growth
in value. Employees who are eligible to participate in the plan are limited to our Executive Committee members, our business unit heads, and other executives. Under the plan, which is administered by the Park Advisory Board, each participant is
granted one or more Value Appreciation Rights (VARs). The value of a VAR is generally based on the growth in market value of the equity interests of our ownership partners (Blackstone Capital Partners and NBC Universal, Inc.). A pool is established
for valuing the VARs and such pool is equal to 2% of the growth in our equity value. The value of a VAR is calculated by dividing the total pool value by the total number of outstanding VARs. Each VAR will be triggered and automatically exercisable
upon the earlier of a change in our ownership structure which results in NBC Universal, Inc. owning less than 50%, or January 1, 2008. If a change of ownership occurs, the payout value is calculated based on the sales price of this ownership
change. If January 1, 2008 is reached, the payout value is calculated based on an earnings multiple from financial results generated during 2007, subject to specific caps so that the payout value for each participant is no more than 100% of
their total compensation as of January 1, 2005. Under the plan, all awards are paid in cash. As of October 2, 2005, we had $1.9 million accrued under this plan.



We believe that funds generated from the operations of our subsidiaries and our subsidiaries available borrowing capacity will be
adequate to fund our debt service requirements, capital expenditures and working capital requirements for the near future. 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, however, that our business will generate sufficient cash flow from operations or future borrowings will be available to us under our amended and restated 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.



We are exposed to market risks relating to fluctuations in interest rates. Our practice is
to utilize derivative financial instruments to manage a portion of these interest rate risks. Currently, we are party to eight separate interest rate swap agreements, which are discussed in the paragraphs below. As a result, we have $268.3 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
$2.7 million. Such potential increases or decreases are based on certain simplifying assumptions, including a constant level of variable-rate debt for all maturities and an immediate, across-the-board increase or decrease in the level of interest
rates with no other subsequent changes for the remainder of the period.



At
October 2, 2005, we had four interest-rate swap agreements outstanding with an aggregate notional debt amount of $127.6 million. These swap agreements provide for quarterly reductions in notional value until expiration in early 2006. These
agreements effectively converted our variable interest rate on a portion of our long-term bank debt to fixed rates. Historically, these interest-rate swaps qualified for hedge accounting treatment under Statement of Financial Accounting Standards
No.



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133 (SFAS 133), Accounting for Derivative Instruments and Hedging Activities, which required that the
change in the fair value be recorded in accumulated other comprehensive loss in our statements of changes in partners equity. However, in connection with the amendments to the senior secured credit agreement in 2004, these interest-rate swaps
became ineffective and no longer qualified for hedge accounting treatment under SFAS 133. Accordingly, subsequent to December 9, 2004, the change in the fair value and the amortization of accumulated other comprehensive loss were recorded in
change in fair value of interest rate-swaps in our consolidated statements of operations. During the nine months ended October 2, 2005 and September 26, 2004, the fair values of these swap agreements increased by approximately $4.4 million
(included in net income) and $8.7 million (included in accumulated other comprehensive loss), respectively. In addition, during the nine months ended October 2, 2005, approximately $4.1 million was amortized using the straight-line method over
the remaining lives of the swaps from accumulated other comprehensive loss in our consolidated statement of changes in partners equity to change in fair value of interest rate swaps in our consolidated statement of operations. Thus the net
income impact from these four swaps during the nine months ended October 2, 2005 was $0.3 million of income.



At October 2, 2005, we also had two outstanding swap agreements that never qualified for hedge accounting treatment under SFAS 133. During the nine months ended
October 2, 2005, the fair value of these interest rate swaps decreased by $0.1 million, while during the nine months ended September 26, 2004 the fair value increased by $3.1 million. Both of these changes in value were recorded as a
change in fair value of interest rate swaps in our consolidated statements of operations.



On April 1, 2005 and April 15, 2005, we entered into two interest rate swap transactions with JP Morgan Chase Bank, N.A. in order to provide additional hedges on our variable rate debt. The interest rate
swaps begin with notional amounts of $200 million and $300 million, respectively, with the latter swaps notional value declining to $125 million by January 15, 2008. The interest rate swaps have fixed interest rates of 4.8% and 4.4%,
respectively. The effective dates of the swaps are February 20, 2006 and January 15, 2006. Both swaps expire in the fourth quarter of 2009. These swaps qualified for hedge accounting treatment in accordance with SFAS 133. Accordingly, the
decrease in value of approximately $0.2 million during the nine months ended October 2, 2005 was recorded into accumulated other comprehensive loss.



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.



CONSULTING AGREEMENT



We have an agreement with a consultant (the Consultant) under which we
pay a percentage of our gross revenues for consulting services. On March 15, 2005, counsel for the Consultant delivered to us a report, which asserts that the Consultant is owed additional fees, in an aggregate amount of more than $12,000,000
for the period from 1992 to 2002. We are in the process of reviewing the assertions in the report. It is premature to assess the validity or accuracy of the report, the merits of the claims made, or the likelihood of any impact that this may have on
our financial position or the results of our operations.



RECENT ACCOUNTING
PRONOUNCEMENTS



In December 2004, the Financial Accounting Standards Board
issued Statements of Financial Accounting Standards No. 153 (SFAS 153), Exchanges of Nonmonetary Assets. This Statement amends the guidance in Accounting Principles Board Opinion No. 29 (APB 29), Accounting for
Nonmonetary Transactions. APB 29 provided an exception to the basic measurement principle (fair value) for exchanges of similar assets, requiring that some nonmonetary exchanges be recorded on a carryover basis. SFAS 153 eliminates the
exception to fair value for exchanges of similar productive assets and replaces it with a general exception for exchange transactions that do not have commercial substance, that is, transactions that are not expected to result in significant changes
in the cash flows of the reporting entity. The provisions of SFAS 153 are effective for exchanges of nonmonetary assets occurring in fiscal periods beginning after June 15, 2005, although we have adopted the provisions effective January 1,
2005 as permitted. As of October 2, 2005, SFAS 153 has not had a material impact on our financial position, results of operations or cash flows.



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



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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.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK



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



ITEM 4. CONTROLS AND PROCEDURES



Universal
City Development Partners, Ltd.



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



There was no change in UCDPs internal control over financial reporting during the quarter ended October 2, 2005 that 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, as of the end of the
period covered by that report.



There was no change in Finances internal
control over financial reporting during the quarter ended October 2, 2005 that 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



RIDE &
SHOW



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



We filed a motion seeking to either dismiss the action or to transfer it to the Middle District of Florida. On May 5, 2004, the United States District
Court for the Central District of California granted our Motion and dismissed, without prejudice, the case for improper venue. As a result, we are no longer a party to this action. On May 21, 2004, we filed a Complaint against Ride & Show
Engineering, Inc. (Ride & Show) in the U.S. District Court for the Middle District of Florida. Our Complaint contains counts for declaratory relief, breach of contract, conversion, unjust enrichment, constructive trust, and fraud. Among other
things, our Complaint challenges Ride & Shows ownership of the subject Patent and the validity of the Patent. In addition, we seek a declaration by the Court that we have not infringed the Patent. We also seek damages for Ride &
Shows use of the invention that is the subject of the Patent. On July 19, 2004, Ride & Show filed a motion to dismiss our Complaint and to transfer a portion of our declaratory relief count to the U.S. District Court for the Central
District of California. We opposed the motion and on August 26, 2004 Ride & Shows motion was denied. On September 10, 2004 Ride & Show filed its answer and counterclaim for Patent Infringement and Breach of Contract. On October 4, 2004
we filed our answer to the counterclaim denying all material allegations and asserting numerous affirmative defenses. On May 26, 2005 we and Ride & Show participated in a court ordered mediation, which resulted in an impasse. Ride & Show has
moved for summary judgment on the Patent ownership issue and we have moved for summary judgment on all issues. The trial has been removed from the November docket and is not likely to take place until 2006. It is premature to assess the likelihood
of any impact that this case may have on our financial position or the results of operations.



OTHER



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



ITEM 6. EXHIBITS



a) Exhibits



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



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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 15, 2005 |  | By:                                       |  | /s/ Michael J. Short                                  
|                        |  | Name:                                     |  | Michael J. Short                                      
|                        |  | Title:                                    |  | Principal Financial and Accounting Officer            
|                        | 
|                        |  | UCDP FINANCE, INC.                       
|                        |  |                                          
|Date: November 15, 2005 |  | By:                                       |  | /s/ Michael J. Short                                  
|                        |  | Name:                                     |  | Michael J. Short                                      
|                        |  | Title:                                    |  | Treasurer (Principal Financial and Accounting Officer)



21