~~Table~~UNITED ~~of Contents~~STATES

~~UNITED~~SECURITIES ~~STATES~~AND EXCHANGE COMMISSION

~~SECURITIES~~WASHINGTON, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~ 20549

~~WASHINGTON,~~FORM ~~D.C. 20549~~ 10-Q

~~FORM~~x ~~10-Q~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~QUARTERLY~~For ~~REPORT~~the ~~PURSUANT~~quarterly TOperiod ~~SECTION~~ended 13June 28, ~~OR 15(d) OF~~ 2009

~~THE SECURITIES EXCHANGE ACT OF 1934~~ OR

~~For~~o ~~the~~TRANSITION ~~quarterly~~REPORT ~~period~~PURSUANT ~~ended~~TO ~~April 1,~~SECTION ~~2007~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Commission~~For ~~file~~the ~~number~~transition ~~333-122778~~period from to

~~UNIVERSAL~~Commission ~~CITY~~file ~~FLORIDA~~number ~~HOLDING CO. I~~ 333-122778

~~UCFH~~UNIVERSAL ICITY ~~FINANCE,~~FLORIDA ~~INC~~HOLDING CO. I

~~UNIVERSAL~~UCFH ~~CITY~~I ~~FLORIDA~~FINANCE, ~~HOLDING CO~~INC. II

~~UCFH~~UNIVERSAL IICITY ~~FINANCE,~~FLORIDA ~~INC~~HOLDING CO. II

~~(Exact~~UCFH ~~name~~II ofFINANCE, ~~Registrants as specified in their charters)~~ INC.

FLORIDA		59-3354262
FLORIDA		20-1937766
FLORIDA		59-3354261
FLORIDA		20-1937798
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

(Exact name of registrants as specified in their charters)

FLORIDA		59-3354262
FLORIDA		20-1937766
FLORIDA		59-3354261
FLORIDA		20-1937798
(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~~Code)

(407) 363-8000

(Registrants’ telephone number, including area code)

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

Indicate by ~~checkmark~~check mark whether the registrant ishas asubmitted ~~large~~electronically ~~accelerated~~and ~~filer,~~posted anon ~~accelerated~~its ~~filer~~corporate orWeb asite, ~~non-accelerated~~if ~~filer.~~any, ~~See~~every ~~definition~~Interactive ofData ~~“accelerated~~File ~~filer~~required ~~and~~to ~~large~~be ~~accelerated~~submitted ~~filer”~~and inposted pursuant to Rule ~~12b~~405 of Regulation S-2T (232.405 of this chapter) during the ~~Exchange~~preceding ~~Act.~~12 months (~~Check~~or ~~one):~~for such shorter period that the registrant was required to submit and post such files). Yes o No o

~~Large~~Indicate by checkmark whether the registrant is a large accelerated filer ~~¨ Accelerated~~, an accelerated filer ~~¨ Non~~, a non-accelerated filer x, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

~~Indicate~~Large byaccelerated ~~checkmark~~filer ~~whether~~o ~~the~~Accelerated ~~registrant~~filer iso aNon-accelerated ~~shell~~filer x Smaller reporting company o (asDo ~~defined~~not incheck ~~Exchange~~if ~~Act Rule 12b-2): Yes ¨ No x~~a smaller reporting company)

AsIndicate ofby ~~May 11,~~checkmark ~~2007~~whether ~~there~~the ~~were~~registrant ~~100~~is ~~and~~a ~~100~~shell ~~shares~~company of(as ~~common~~defined ~~stock~~in Rule 12b-2 of ~~UCFH~~the IExchange ~~Finance, Inc~~Act). ~~and UCFH II Finance, Inc., respectively, outstanding. Not applicable to Universal City Florida Holding Co. I and Universal City Florida Holding Co. II.~~ Yes o No x

~~Table~~Indicate the number of ~~Contents~~shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date. As of August 6, 2009 there were 100 and 100 shares of common stock of UCFH I Finance, Inc. and UCFH II Finance, Inc., respectively, outstanding. Not applicable to Universal City Florida Holding Co. I and Universal City Florida Holding Co. II.

TABLE OF CONTENTS

	PAGE	~~PAGE~~
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Combined Financial Statements (unaudited)		3
ITEM 1. Financial Statements	3
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	17	13
ITEM 3. Quantitative and Qualitative Disclosure About Market Risk	24	18
ITEM 4. Controls and Procedures	26	18
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings	27	19
ITEM 1A. Risk Factors	27	19
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	27	19
ITEM 3. Defaults upon Senior Securities	27	19
ITEM 4. Submission of Matters to a Vote of Security Holders	27	19
ITEM 5. Other Information	27	19
ITEM 6. Exhibits	28	20
SIGNATURES	29	21

UCFH I Finance, Inc. and UCFH II Finance, Inc. are wholly owned subsidiaries of Universal City Florida Holding Co. I and Universal City Florida Holding Co. II, and were formed for the sole purpose of acting as a co-issuer of the Registrants’ floating rate and 8 ~~3/8~~.375% senior notes due 2010. UCFH I Finance, Inc. and UCFH II Finance, Inc. do not and will not conduct any operations or hold any assets of any kind and will not have any future revenues. UCFH I Finance, Inc. and UCFH II Finance, Inc. meet the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q and are therefore filing this form with the reduced disclosure format.

~~Table~~PART ofI ~~Contents~~— FINANCIAL INFORMATION

~~Universal~~ITEM ~~City Florida Holding Co~~1. IFinancial ~~and~~ Statements

Universal City Florida Holding Co. III and ~~Subsidiaries~~

~~Condensed~~Universal ~~Combined~~City ~~Balance~~Florida ~~Sheets~~Holding Co. II and Subsidiaries

~~(UNAUDITED)~~Condensed Combined Balance Sheets

(In thousands)

	April 1, 2007			December 31, 2006
	June 28, 2009				December 31,
ASSETS
	(unaudited)				2008
Current assets:
ASSETS
Cash and cash equivalents	$	119,929		$	76,428
Current assets:
Accounts receivable, net		35,039			30,034
Cash and cash equivalents	$	50,640			$	98,350
Receivables from related parties		3,770			7,576
Accounts receivable, net		31,848				27,521
Inventories, net		46,798			43,816
Receivables from related parties		1,520				7,441
Prepaid assets		13,112			3,923
Inventories, net		46,016				42,565
Notes receivable		4,951			4,960
Prepaid expenses and other assets		15,983				8,899
Total current assets		223,599			166,737
Current portion of deferred finance costs, net		9,226				—
Property and equipment, at cost:
Assets held for sale		17,637				17,637
Land and land improvements		489,470			488,675
Total current assets		172,870				202,413
Buildings and building improvements		1,378,320			1,377,175
Property and equipment, at cost:
Equipment, fixtures and furniture		1,108,290			1,105,048
Land and land improvements		476,907				475,021
Construction in process		24,165			17,652
Buildings and building improvements		1,387,100				1,381,492
Total property and equipment, at cost:		3,000,245			2,988,550
Equipment, fixtures and furniture		1,107,278				1,112,537
Less accumulated depreciation		(1,300,082	)		(1,273,232	)
Construction in process		219,083				157,117
Property and equipment, net		1,700,163			1,715,318
Total property and equipment, at cost:		3,190,368				3,126,167
Other assets:
Less accumulated depreciation		(1,472,269	)			(1,426,192	)
Interest rate swap assets, at fair market value		2,315			4,050
Property and equipment, net		1,718,099				1,699,975
Investments in joint ventures		6,362			7,097
Other assets:
Intangible assets, net		17,493			13,283
Investments in unconsolidated entities		11,953				11,939
Deferred finance costs, net		26,034			27,937
Intangible assets, net		51,998				52,955
Assets held for sale		2,551			2,551
Deferred finance costs, net		—				15,230
Other assets		86,~~119~~834			~~7,930~~	6,551
Total other assets		6270,~~874~~785			~~62,848~~	86,675
Total assets	$	1,~~986~~961,~~636~~754		$	~~1,944,903~~$	1,989,063

Continued on next page.

~~Table~~Universal ofCity ~~Contents~~Florida Holding Co. I and

Universal City Florida Holding Co. III and Subsidiaries

~~Universal~~Condensed ~~City~~Combined ~~Florida~~Balance ~~Holding~~Sheets ~~Co. II and Subsidiaries~~ (Continued)

~~Condensed Combined Balance Sheets~~ (~~Continued)~~In thousands)

(UNAUDITED)

	June 28, 2009		December 31,
	(unaudited)		2008
LIABILITIES AND PARTNERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	135,381	$	132,315
Unearned revenue		57,578		45,508
Due to related parties		10,514		11,696
Interest rate swap liability, at fair market value		4,640		9,176
Current portion of capital lease and financing obligations		5,561		5,822
Current portion of long-term borrowings		1,458,375		—
Total current liabilities		1,672,049		204,517

Long-term liabilities:
Long-term borrowings		—		1,457,960
Capital lease and financing obligations, net of current portion		28,644		27,929
Other		6,359		6,725
Total long-term liabilities		35,003		1,492,614

Partners' equity:
Vivendi Universal Entertainment		124,910		144,563
Blackstone		124,910		144,563
Accumulated other comprehensive loss		(1,651)		(3,976)
Total Partners’ equity		248,169		285,150
Noncontrolling interest in UCRP		6,533		6,782
Total equity		254,702		291,932

Total liabilities and equity	$	1,961,754	$	1,989,063

~~(In~~See ~~thousands)~~accompanying notes.

	April 1, 2007		December 31, 2006
LIABILITIES AND PARTNERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	137,415	$	96,362
Unearned revenue		72,916		47,250
Due to related parties		9,143		8,476
Current portion of capital lease and financing obligations		964		634
Current portion of long-term borrowings		—		75
Total current liabilities		220,438		152,797
Long-term liabilities:
Long-term borrowings, net of current portion		1,456,501		1,456,289
Capital lease and financing obligations, net of current portion		3,409		—
Minority interest in equity of UCRP		8,289		8,066
Other		7,850		7,699
Total long-term liabilities		1,476,049		1,472,054
Partners’ equity:
Vivendi Universal Entertainment		143,917		158,001
Blackstone		143,917		158,001
Accumulated other comprehensive income		2,315		4,050
Total partners’ equity		290,149		320,052
Total liabilities and partners’ equity	$	1,986,636	$	1,944,903

~~See~~Universal ~~accompanying~~City ~~notes~~Florida Holding Co. I and

4Universal City Florida Holding Co. II and Subsidiaries

~~Table~~Condensed Combined Statements of ~~Contents~~Operations

~~Universal City Florida Holding Co. I and~~ (UNAUDITED)

~~Universal~~(In ~~City Florida Holding Co. II and Subsidiaries~~ thousands)

Condensed Combined Statements of Operations

	Three Months Ended						Six Months Ended
	June 28, 2009			June 29, 2008			June 28, 2009			June 29, 2008
Operating revenues:
Theme park passes	$	109,239		$	117,017		$	191,016		$	216,434
Theme park food and beverage		26,350			31,081			45,046			55,488
Theme park merchandise		23,016			26,829			39,804			50,148
Other theme park related		22,474			29,051			40,519			53,783
Other		34,663			37,890			63,146			73,320
Total operating revenues		215,742			241,868			379,531			449,173

Costs and operating expenses:
Theme park operations		43,296			44,892			83,721			88,051
Theme park selling, general and administrative		30,928			45,551			64,264			84,703
Theme park cost of products sold		24,738			29,436			44,668			56,374
Special fee payable to Vivendi Universal Entertainment and consultant fee		13,674			15,407			23,903			28,444
Depreciation and amortization		26,199			28,166			52,829			57,403
Other		25,555			33,758			52,000			65,223
Total costs and operating expenses		164,390			197,210			321,385			380,198

Operating income		51,352			44,658			58,146			68,975

Other expense (income):
Interest expense		33,414			33,261			66,543			67,096
Interest income		(60	)		(678	)		(131	)		(1,772	)
Net change in fair value of interest rate swaps and amortization of accumulated other comprehensive loss		(1,158	)		—			(2,211	)		—
Income from investments in unconsolidated entities		(530	)		(586	)		(1,329	)		(2,071	)
Total other expense, net		31,666			31,997			62,872			63,253

Net income (loss)		19,686			12,661			(4,726	)		5,722

Less: net income attributable to the noncontrolling interest in UCRP		726			863			1,212			1,614

Net income (loss) attributable to the Partners	$	18,960		$	11,798		$	(5,938	)	$	4,108

~~(UNAUDITED)~~See accompanying notes

~~(In thousands)~~ 5

	Quarter Ended
	April 1, 2007			April 2, 2006
Operating revenues:
Theme park passes	$	88,159		$	88,073
Theme park food and beverage		22,383			22,046
Theme park merchandise		23,227			20,160
Other		52,824			51,280
Total operating revenues		186,593			181,559
Costs and operating expenses:
Theme park operations		40,458			39,155
Theme park selling, general and administrative		42,117			44,435
Theme park cost of products sold		23,712			21,931
Special fee payable to Vivendi Universal Entertainment and consultant fee		11,518			11,225
Depreciation and amortization		26,974			28,474
Other		32,797			33,533
Total costs and operating expenses		177,576			178,753
Operating income		9,017			2,806
Other expense (income):
Interest expense		36,998			36,633
Interest income		(1,118	)		(738	)
Change in fair value of interest rate swaps		—			945
Loss from joint ventures		515			217
Minority interest in net earnings of UCRP		790			919
Total other expense		37,185			37,976
Net loss	$	(28,168	)	$	(35,170	)

Universal City Florida Holding Co. I and

~~See~~Universal ~~accompanying~~City ~~notes~~Florida Holding Co. II and Subsidiaries

5Condensed Combined Statement of Comprehensive Income and Changes in Partners’ Equity

~~Table of Contents~~(UNAUDITED)

~~Universal~~(In ~~City Florida Holding Co. I and~~ thousands)

Universal City Florida Holding Co. II and Subsidiaries

		UCHC's Partners
		Vivendi Universal Entertainment			Blackstone			Accumulated Comprehensive Income (Loss)			Noncontrolling interest in UCRP			Total Equity			Comprehensive Income (Loss)
Balance at December 31, 2008	$	144,563		$	144,563		$	(3,976	)	$	6,782		$	291,932

Distributions to noncontrolling interest in UCRP		—			—			—			(1,461	)		(1,461	)	$	—
Amortization of accumulated other comprehensive loss from interest rate swaps previously designated as hedges		—			—			2,325			—			2,325			2,325
Distributions to Partners		(16,684	)		(16,684	)		—			—			(33,368	)
Net (loss) income		(2,969	)		(2,969	)		—			1,212			(4,726	)		(4,726	)

Balance at June 28, 2009	$	124,910		$	124,910		$	(1,651	)	$	6,533		$	254,702		$	(2,401	)

~~Condensed~~See ~~Combined Statement~~accompanying ~~of Changes in Partners’ Equity~~ notes.

~~(UNAUDITED)~~ 6

~~(In~~Universal ~~thousands)~~City Florida Holding Co. I and

	Vivendi Universal Entertainment			Blackstone			Accumulated Other Comprehensive Income			Total Partners’ Equity
Balance, December 31, 2006	$	158,001		$	158,001		$	4,050		$	320,052
Decrease in fair value of interest rate swap designated as hedges		—			—			(1,735	)		(1,735	)
Net loss		(14,084	)		(14,084	)		—			(28,168	)
Balance, April 1, 2007	$	143,917		$	143,917		$	2,315		$	290,149

Universal City Florida Holding Co. II and Subsidiaries

~~See~~Condensed ~~accompanying~~Combined ~~notes.~~Statements of Cash Flows

6 (UNAUDITED)

~~Table~~(In ~~of Contents~~thousands)

Universal City Florida Holding Co. I and

	Six Months Ended
	June 28, 2009			June 29, 2008
Cash flows from operating activities
Net cash and cash equivalents provided by operating activities	$	56,453		$	80,919

Cash flows from investing activities
Property and equipment acquisitions		(70,584	)		(60,832	)
Proceeds relating to capital reimbursements		2,054			—

Net cash and cash equivalents used in investing activities		(68,530	)		(60,832	)

Cash flows from financing activities
Payment of partner distributions		(33,368	)		(11,610	)
Distributions of noncontrolling interest in UCRP		(1,461	)		(1,874	)
Payments on long-term borrowings, capital lease and financing obligations, net		(804	)		(375	)

Net cash and cash equivalents used in financing activities		(35,633	)		(13,859	)

Net (decrease) increase in cash and cash equivalents		(47,710	)		6,228
Cash and cash equivalents at beginning of year		98,350			138,139

Cash and cash equivalents at end of period	$	50,640		$	144,367

Supplemental disclosures of noncash information
Increase of property and equipment in accrued liabilities	$	1,466		$	9,430

Decrease/(increase) in interest rate swap liability	$	4,536		$	(1,148	)

Disposal of fully depreciated assets	$	5,795		$	1,978

~~Universal~~See ~~City~~accompanying ~~Florida Holding Co~~notes. ~~II and Subsidiaries~~

~~Condensed Combined~~ ~~Statements of Cash Flows~~ 7

~~(UNAUDITED)~~Universal City Florida Holding Co. I And

~~(In~~Universal ~~thousands)~~City Florida Holding Co. II and Subsidiaries

	Quarter Ended
	April 1,2007			April 2,2006
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(28,168	)	$	(35,170	)
Adjustments to reconcile net loss to net cash and cash equivalents provided by operating activities:
Depreciation		26,612			28,112
Amortization of intangible assets		362			362
Amortization of deferred finance costs		1,903			1,929
Accretion of bond discount		212			212
Distributions from investments in unconsolidated entities, net		750			212
Change in fair value of interest rate swaps		—			945
Loss from joint ventures		515			217
Minority interest in net earnings of UCRP		790			919
Changes in operating assets and liabilities:
Accounts receivable, net		(5,005	)		(3,044	)
Notes receivable		9			—
Receivables from related parties		3,806			2,035
Inventories, net		(2,982	)		(2,156	)
Prepaid assets		(9,189	)		60
Other assets		(189	)		(476	)
Accounts payable and accrued liabilities		41,053			43,603
Unearned revenue		25,666			19,454
Due to related parties		667			73
Other long-term liabilities		151			444
Net cash and cash equivalents provided by operating activities		56,963			57,731
CASH FLOWS FROM INVESTING ACTIVITIES
Property and equipment and intangible asset acquisitions		(12,157	)		(7,778	)
Net cash and cash equivalents used in investing activities	$	(12,157	)	$	(7,778	)

Notes to Condensed Combined Financial Statements

~~Continued on next page.~~ (UNAUDITED)

71. General

~~Table~~Basis of ~~Contents~~Presentation

~~Universal~~The ~~City~~accompanying ~~Florida~~unaudited ~~Holding~~condensed Cocombined financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. ICertain information and footnote disclosures which are normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted pursuant to those rules and regulations. The unaudited condensed combined financial statements reflect all normal recurring adjustments which are, in the opinion of the management, necessary to present fairly the financial position and the results of operations for the interim periods. The results for the interim periods are not necessarily indicative of the results that can be expected for a full year. The accompanying unaudited condensed combined financial statements should be read in conjunction with the audited combined financial statements for the year ended December 31, 2008 and the notes thereto, filed with the Securities and Exchange Commission under cover of Form 10-K.

The accompanying unaudited condensed combined financial statements include the consolidated amounts of Universal City Florida Holding Co. I and Universal City Florida Holding Co. II (collectively “UCHC” or “Holdings”); UCFH I Finance, Inc. and ~~Subsidiaries~~UCFH II Finance, Inc. (collectively “Finance”); Universal City Development Partners, Ltd. (“UCDP”); Universal City Travel Partners d/b/a Universal Parks & Resorts Vacations (“UPRV”); UCDP Finance, Inc. ("UCDP Finance"); and Universal City Restaurant Partners, Ltd. (“UCRP”) (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated upon consolidation.

~~Condensed~~The ~~Combined Statements~~Company’s ultimate owners, each having a 50% interest, are Universal City Property Management II LLC (“Universal CPM”) and Blackstone Capital Partners (“Blackstone”) (collectively, the “Partners”). Universal CPM is a wholly owned subsidiary of ~~Cash~~Vivendi ~~Flows~~Universal Entertainment LLLP (~~Continued~~“VUE”), an affiliate of Universal Studios, Inc. (“USI”), which is an indirect subsidiary of NBC Universal, Inc. (“NBC Universal”).

~~(UNAUDITED)~~Period End

~~(In~~The ~~thousands)~~three months ended June 28, 2009 and June 29, 2008 each contained 91 days. The six months ended June 28, 2009 contained 179 days, while the six months ended June 29, 2008 contained 181 days.

	Quarter Ended
	April 1, 2007			April 2, 2006
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions of minority interest in equity of UCRP	$	(567	)	$	(267	)
Contributions to joint ventures		(530	)		—
Payments on long-term borrowings, capital lease and financing obligations, net		(208	)		(1,586	)
Net cash and cash equivalents used in financing activities		(1,305	)		(1,853	)
Net increase in cash and cash equivalents		43,501			48,100
Cash and cash equivalents at beginning of period		76,428			56,259
Cash and cash equivalents at end of period	$	119,929		$	104,359
SUPPLEMENTAL DISCLOSURES OF NON-CASH INFORMATION
Notes payable issued for property and equipment	$	—		$	642
Financing obligations	$	3,872		$	—
(Decrease)/increase in interest rate swap asset	$	(1,735	)	$	4,046
Decrease in interest rate swap liability	$	—		$	88
Disposal of fully depreciated assets	$	238		$	3,739

Seasonality

~~See~~Based ~~accompanying~~on ~~notes~~the seasonality of attendance, the results for the three and six months ended June 28, 2009 and June 29, 2008 are not necessarily indicative of results for the full year. The week before and after Easter are peak attendance periods. In 2008, Easter was on March 23. In 2009, Easter was on April 12. This shift in Easter moved the peak attendance period from the first quarter of 2008 to the second quarter of 2009.

8 Reclassifications

~~Table~~Noncontrolling interest in UCRP (formerly known as minority interest) has been reclassified to conform to SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – An Amendment of ~~Contents~~ARB No. 51” (“SFAS 160”). See discussion below under the caption “Recent Accounting Pronouncements.”

~~Universal City Florida Holding Co. I And~~ 8

~~Universal City Florida Holding Co. II and Subsidiaries~~ Inventories

~~Notes~~The tomajor ~~Condensed Combined~~components ~~Financial~~of ~~Statements~~inventories are as follows (in thousands):

(UNAUDITED)

		June 28, 2009			December 31, 2008
Merchandise	$	16,179		$	12,421
Food and beverage		3,169			3,962
Operating supplies and maintenance parts		28,639			28,156
Less: reserves		(1,971	)		(1,974	)

Total	$	46,016		$	42,565

1.Intangible ~~General~~ Assets

~~Basis~~Intangible assets primarily consist of ~~Presentation~~the rights to use certain characters and trademarks. Intangible assets are recorded at net present value and amortized on a straight-line basis over a period ranging from 10 to 20 years, which has a weighted average amortizable life of 11 years. Intangible assets totaled $51,998,000 and $52,955,000, respectively, as of June 28, 2009 and December 31, 2008. This included $15,653,000 and $14,696,000 in accumulated amortization, respectively, as of June 28, 2009 and December 31, 2008. Amortization expense amounted to $405,000 and $519,000, respectively, during the three months ended June 28, 2009 and June 29, 2008, and $957,000 and $1,115,000, respectively, during the six months ended June 28, 2009 and June 29, 2008. Amortization of existing intangible assets will be approximately $1,768,000 for 2009 and $5,255,000 for each of the following four years.

~~The accompanying~~Change unaudited condensed combined financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures which are normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted pursuant to those rules and regulations. The unaudited condensed combined financial statements reflect all normal recurring adjustments which are, in the opinion of the management, necessary to present fairly the financial position and the results of operations for the interim periods. The results for the interim periods are not necessarily indicative of the results that can be expected for a full year. The accompanying unaudited condensed combined financial statements should be read in conjunction with the audited combined financial statements for the year ended December 31, 2006 and the notes, thereto, filed with the Securities and Exchange Commission under cover of Form 10-K. Estimate

~~The~~Due ~~accompanying~~to ~~unaudited~~the ~~condensed~~construction ~~combined~~and ~~financial~~renovation ~~statements~~of ~~include~~new ~~the consolidated~~rides ~~amounts~~and attractions, portions of ~~Universal~~existing ~~City~~rides ~~Florida~~and ~~Holding~~attractions ~~Co.~~will Ibe ~~and~~disposed ~~Universal~~of ~~City~~prior ~~Florida~~to ~~Holding~~their ~~Co.~~original IIestimated ~~(collectively~~useful ~~“UCHC”);~~life. ~~UCFH~~As Ia ~~Finance~~result, ~~Inc.~~depreciation of the existing rides and ~~UCFH~~attractions IIwill ~~Finance,~~be ~~Inc.~~accelerated ~~(collectively~~to ~~“Finance”);~~reflect ~~Universal~~their ~~City~~remaining ~~Development Partners,~~useful ~~Ltd~~life. ~~(“UCDP”);~~For ~~Universal~~the ~~City~~three ~~Travel~~months ~~Partners~~ended ~~d/b/a~~June ~~Universal~~28, ~~Parks &~~2009 ~~Resorts~~and ~~Vacations~~June ~~(“UPRV”);~~29, ~~UCDP Finance~~2008, ~~Inc.;~~ and ~~Universal~~the ~~City~~six ~~Restaurant~~months ~~Partners~~ended June 28, ~~Ltd.~~2009 ~~(“UCRP”)~~and June ~~(collectively~~29, 2008, the “ Company~~”).~~ ~~All~~incurred ~~significant~~additional ~~intercompany~~depreciation ~~balances~~expense of $937,000, $944,000, $1,853,000 and ~~transactions~~$2,203,000 ~~have~~respectively, ~~been~~relating ~~eliminated~~to ~~upon~~accelerating ~~consolidation.~~the life of various ride and show assets.

~~UCHC’s~~Financial 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 is an indirect subsidiary of NBC Universal, Inc. (“NBCU”). Instruments

~~Period~~The ~~End~~carrying amounts reported in the combined 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 ~~quarters~~estimated ~~ended~~fair ~~April 1,~~values ~~2007~~of ~~and~~other ~~April 2~~financial instruments subject to fair value disclosures, ~~2006~~determined ~~contained~~based 91on ~~days~~quotes ~~and~~from 92major ~~days~~financial institutions, ~~respectively.~~ and the related carrying amounts are as follows (in thousands):

Seasonality

	June 28, 2009				December 31, 2008
	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term borrowings	$	1,458,375	$	1,329,730	$	1,457,960	$	964,990
Interest rate swap liabilities		4,640		4,640		9,176		9,176
Total	$	1,463,015	$	1,334,370	$	1,467,136	$	974,166

~~The timing of Easter in relation to the~~ Company’s quarter end affects the comparability of the results for the quarters ended April 1, 2007 and April 2, 2006. During 2007, the peak Easter season began during the last two days of the first quarter, however, for 2006, it fell 9 entirely during the second quarter, causing a partial shift in one of our peak travel seasons into the first quarter in 2007. Based on the seasonality of attendance, the results for the quarters ended April 1, 2007 and April 2, 2006 are not necessarily indicative of results for the full year.

~~Reclassification~~Recent Accounting Pronouncements

~~Certain~~Determination ~~items~~of inthe Useful Life of Intangible Assets” (“FSP 142-3”). FSP 142-3 amends the ~~prior~~factors ~~years’~~that ~~condensed~~should ~~combined~~be ~~financial~~considered ~~statements~~in ~~have~~developing ~~been~~renewal ~~reclassified~~or toextension ~~conform~~assumptions ~~with~~used to determine the ~~2007~~useful ~~presentation.~~life ~~The~~of ~~April 2,~~a ~~2006~~recognized ~~distributions~~intangible ~~from~~asset ~~unconsolidated~~under ~~entities~~FASB Statement No. 142, ~~net~~“Goodwill onand Other ~~the~~ Intangible ~~condensed~~Assets” ~~combined~~and ~~statement~~requires enhanced related disclosures. FSP 142-3 must be applied prospectively to all intangible assets acquired as of ~~cash~~and ~~flows~~subsequent to fiscal years beginning after December 15, ~~has~~2008. FSP ~~been~~142-3 ~~reclassified~~became toeffective for the ~~operating~~Company ~~activities~~on ~~section~~January 1, in2009. ~~accordance~~Although ~~with~~future ~~Statement~~transactions ofinvolving ~~Financial~~intangible ~~Accounting~~assets ~~Standards~~may ~~No. 95~~be impacted by this guidance, ~~“Statement~~FSP of142-3 ~~Cash~~did ~~Flows”.~~not ~~These~~impact the Company’s current financial statements as ~~reclassifications~~ the ~~had~~Company nodid ~~impact~~not onacquire ~~net~~any ~~loss~~intangible orassets ~~partners’~~during ~~equity.~~the six months ended June 28, 2009.

9In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133” (“SFAS 161”). SFAS 161 expands the disclosure requirements for derivative instruments and hedging activities. This Statement specifically requires entities to provide enhanced disclosures addressing the following: how and why an entity uses derivative instruments; how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS 161 is effective for fiscal years beginning after November 15, 2008. SFAS No. 161 became effective for the Company on January 1, 2009. The Company’s adoption of the standard did not have a material impact on its financial position, results of operations or cash flows as it is primarily disclosure related.

~~Table~~In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—An Amendment of ~~Contents~~ARB No. 51” (“SFAS 160”). SFAS 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008. SFAS 160 became effective for the Company on January 1, 2009. This guidance impacts the presentation of noncontrolling interests in certain of the Company’s investments in consolidated entities. Specifically, SFAS 160 impacted the Company’s financial statements by reclassifying the noncontrolling interest in UCRP (formerly known as minority interest) from the liability section into the equity section of the Condensed Combined Balance Sheets. As a result, the net income attributable to the noncontrolling interest in UCRP is no longer excluded from the determination of net income (or loss) on the Condensed Combined Statements of Operations. The determination of the income attributable to noncontrolling interest in UCRP continues to be calculated based on the underlying ownership percentage. The adoption resulted in the reclassification of $6,782,000 of noncontrolling interest in UCRP from minority interest to Partners’ equity on the December 31, 2008 Condensed Combined Balance Sheets and the presentation of net income of $726,000, $863,000, $1,212,000 and $1,614,000 attributable to the noncontrolling interest in UCRP in the Condensed Combined Statements of Operations for the three months ended June 28, 2009 and June 29, 2008 and six months ended June 28, 2009 and June 29, 2008, respectively. The Company has not re-issued its historical combined financial statements to reflect the application of SFAS 160.

~~Inventories~~In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (“SFAS 141(R)”). This statement modifies certain aspects of how the acquiring entity recognizes and measures the identifiable assets, the liabilities assumed and the goodwill acquired in a business combination. SFAS 141(R) is effective for fiscal years beginning after December 15, 2008. Although SFAS 141 (R) will impact the Company’s accounting for business combinations completed on or after January 1, 2009, SFAS 141 (R) did not impact the Company’s current financial statements as the Company did not enter into any business combinations during the six months ended June 28, 2009.

~~The~~In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”). SFAS 165 establishes principles and requirements for subsequent events. SFAS 165 specifically sets forth guidance pertaining to the period after the balance sheet date during which management should consider events or transactions for potential recognition ~~major~~ or ~~components~~disclosure, circumstances under which an event or transaction would be recognized after the balance sheet date and the required disclosures that should be made about events or transactions that occurred after the balance sheet date. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. SFAS 165 became effective for the Company on June 28, 2009. The Company’s adoption of ~~inventories~~the ~~are~~standard asresulted ~~follows~~in additional disclosures surrounding the Company’s subsequent events (insee ~~thousands):~~note 9 below).

	April 1, 2007			December 31, 2006
Merchandise	$	16,470		$	12,709
Food and beverage		4,084			4,259
Operating supplies and maintenance parts		27,673			28,051
Less: reserves		(1,429	)		(1,203	)
Total	$	46,798		$	43,816

In April 2009, the FASB issued FASB Staff Position No. FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP FAS 107-1”). FSP FAS 107-1 extends the disclosure requirements of FASB Statement No. 107, “Disclosures about Fair Value of Financial Instruments” (“SFAS 107”), to interim financial statements of publicly traded companies as defined in APB Opinion No. 28, Interim Financial Reporting. FSP FAS 107-1 is effective for interim or annual financial periods ending after June 15, 2009. FSP FAS 107-1 became effective for the Company in the period ended June 28, 2009. The Company’s adoption of the standard resulted in additional disclosures surrounding the interim fair values of the Company’s financial instruments, under the caption “Financial Instruments” above.

~~Recent Accounting Pronouncements~~ 10

In ~~February~~June ~~2006~~2009, the FASB issued SFAS No. ~~155~~ 167 “Amendments to FASB Interpretation No. 46(R)” (“SFAS ~~155~~167”),. ~~“Accounting~~SFAS ~~for~~167 ~~Certain~~is ~~Hybrid~~a ~~Financial~~revision ~~Instruments”,~~to anFASB ~~amendment~~Interpretation ofNo. ~~SFAS~~46 ~~133~~(Revised December 2003), ~~“Accounting~~"Consolidation ~~for~~of ~~Derivative~~Variable ~~Instruments~~Interest Entities", and changes how a reporting entity determines when an ~~Hedging~~ entity ~~Activities”~~that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a reporting entity is required to consolidate another entity is based on, ~~and~~among ~~SFAS~~other ~~140~~things, ~~“Accounting~~the ~~for~~other ~~Transfers~~entity’s purpose and ~~Servicing~~design ofand ~~Financial~~the ~~Assets~~reporting ~~and~~entity’s ~~Extinguishments~~ability to direct the activities of ~~Liabilities”.~~the ~~SFAS~~other ~~155~~entity ~~simplifies~~that most significantly impact the ~~accounting~~other ~~for~~entity’s ~~hybrid~~economic ~~financial~~performance. SFAS ~~instruments~~167 bywill ~~permitting~~require ~~fair~~a ~~value~~reporting ~~remeasurement~~ entity ~~for~~to provide additional disclosures about its involvement with variable interest entities and any ~~hybrid~~significant ~~financial~~changes ~~instrument~~in ~~that~~risk ~~contains~~exposure andue ~~embedded~~to ~~derivative~~that involvement. ~~SFAS~~A ~~155~~reporting isentity ~~effective~~will ~~for~~be ~~all~~required to disclose how its involvement with a variable interest entity affects the reporting entity’s financial ~~instruments~~statements. ~~acquired,~~SFAS ~~issued,~~167 orwill ~~subject~~be toeffective aat ~~remeasurement~~the ~~event~~start ~~occurring~~of ina reporting entity’s first fiscal ~~years~~year beginning after ~~September~~ November 15, ~~2006~~2009. ~~The~~Early ~~adoption~~application ofis ~~SFAS 155 did~~ not ~~have~~permitted. The Company ais ~~material~~currently ~~impact~~evaluating on the ~~Company’s~~impact, ~~financial~~if ~~position~~any, ~~results~~of adoption of ~~operations~~SFAS or167 ~~cash~~on ~~flows.~~its financial statements.

In ~~September~~June ~~2006~~2009, the FASB issued SFAS No. ~~157~~ 168, ~~“Fair~~"The ~~Value~~FASB ~~Measurements”~~Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles" (“"SFAS ~~No. 157”~~168"). SFAS ~~No. 157~~168 ~~defines~~will ~~fair~~become ~~value,~~the ~~establishes~~single asource ~~framework~~of ~~for~~authoritative ~~measuring~~nongovernmental ~~fair~~U.S. ~~value in accordance with~~ generally accepted accounting principles ("GAAP"), ~~and~~superseding ~~expands~~existing ~~disclosures~~FASB, ~~about~~American ~~fair~~Institute ~~value~~of ~~measurements.~~Certified ~~This~~Public Accountants ~~statement~~("AICPA"), ~~does~~Emerging ~~not~~Issues ~~require~~Task ~~any~~Force ~~new fair value measurements; rather~~("EITF"), itand ~~applies~~related ~~under other~~ accounting ~~pronouncements~~literature. ~~that~~SFAS ~~require~~168 orreorganizes ~~permit~~the ~~fair value~~thousands ~~measurements. The provisions~~ of ~~this~~GAAP ~~statement~~pronouncements ~~are~~into toroughly be90 ~~applied~~accounting ~~prospectively~~topics asand ofdisplays ~~the~~them ~~beginning~~using ofa ~~the~~consistent ~~fiscal~~structure. ~~year~~Also inincluded ~~which this statement~~ is ~~initially~~relevant ~~applied,~~Securities ~~with~~and ~~any~~Exchange ~~transition~~Commission ~~adjustment~~guidance ~~recognized~~organized asusing ~~a cumulative-effect adjustment to~~ the ~~opening~~same ~~balance~~topical ofstructure ~~retained~~in ~~earnings~~separate sections. ~~The provisions of~~ SFAS ~~No. 157~~168 ~~are~~will be effective for ~~the~~financial ~~fiscal~~statements ~~years~~issued ~~beginning~~for ~~after~~reporting ~~November 15,~~periods ~~2007;~~that ~~therefore,~~end weafter ~~anticipate~~September ~~adopting this standard as of January 1~~15, ~~2008~~2009. ~~The~~This will ~~Company~~have ~~does~~an ~~not believe~~impact on the ~~adoption~~Company's offinancial ~~SFAS~~statements ~~157~~since ~~will~~all ~~have~~future areferences ~~material~~to ~~impact~~authoritative onaccounting ~~its~~literature ~~financial~~will ~~position,~~be ~~results~~references ofin ~~operations~~accordance orwith ~~cash~~SFAS ~~flows~~168.

~~2. Long-Term Borrowings~~ Liquidity

~~Indebtedness~~As ~~consisted~~of June 28, 2009, the Company had indebtedness totaling $949,375,000 under the April 2010 notes and the May 2010 notes. Additionally, $509,000,000 of debt under the ~~following~~term (loan component of the senior secured credit facilities would become due on April 1, 2010 unless the April 2010 notes and the May 2010 notes are not refinanced or repaid prior to such date. As a result of its significant working capital deficiency, the Company will be required to refinance this debt prior to the stated maturity date. These balances are classified as current liabilities in ~~thousands):~~the accompanying Condensed Combined Balance Sheets as of June 28, 2009 as they either mature within a year or the maturity date could accelerate to within a year. Accordingly, the Company intends to refinance the April 2010 notes, the May 2010 notes and the term loan; however, no assurances can be made regarding its ability to satisfy its liquidity and working capital requirements. The Company's liquidity could also be negatively impacted by its arrangement with the Consultant as more fully described in Note 8.

	Interest Rate	Maturity Date	As ofApril 1, 2007		As ofDecember 31,2006
Senior secured credit facility	(1)	(2)	$	509,000	$	509,000
UCHC floating rate senior notes (“May 2010 notes”)	LIBOR + 475 bps	May 1, 2010		300,000		300,000
UCHC fixed rate senior notes (“May 2010 notes”)	8.38%	May 1, 2010		150,000		150,000
UCDP fixed rate senior notes (“April 2010 notes”)	11.75%	April 1, 2010		500,000		500,000
Equipment financing note	5.35%	April 1, 2007		—		75
Gross principal payable				1,459,000		1,459,075
Unamortized discounts				2,499		2,711
Total debt			$	1,456,501	$	1,456,364

2. Long-Term Borrowings

~~(1)~~Indebtedness ~~The~~consisted ~~senior~~of ~~secured credit facility bears interest based at UCDP’s option on either~~ the ~~prime~~following ~~rate~~(in ~~publicly announced by Morgan Guaranty Trust Company of New York plus 100 bps~~thousands, orexcept ~~at the 3-month LIBOR plus 200 bps.~~percentages):

(2) The maturity date of the senior secured credit facility is March 31, 2011, however, it is repayable in full at December 1, 2009, if the April 2010 notes are not refinanced or repaid in full prior to such date, or January 1, 2010, if the May 2010 notes are not refinanced or repaid in full prior to such date.

			As of June 28,	As of December 31,
	Interest Rate	Maturity Date	2009	2008
Term loan under the senior secured credit facilities	LIBOR + 3.00% (1)	(2)	$ 509,000	$ 509,000
UCHC floating rate notes ("May 2010 notes")	LIBOR + 4.75%	May 1, 2010	300,000	300,000
UCHC fixed rate notes ("May 2010 notes")	8.38%	May 1, 2010	150,000	150,000
UCDP fixed rate senior notes (“April 2010 notes”)	11.75%	April 1, 2010	500,000	500,000

Gross principal payable			1,459,000	1,459,000
Unamortized discounts			(625)	(1,040)

Total debt			$ 1,458,375	$ 1,457,960

(1) The LIBOR interest rate on the term loan under the senior secured credit facilities is subject to a 3.00% floor.
(2) The maturity date of the term loan under the senior secured credit facilities is June 9, 2011 ; however, it is repayable in full at April 1, 2010, if the April 2010 notes and the May 2010 notes are not refinanced or repaid in full prior to such date.

As of ~~April 1~~June 28, ~~2007~~2009 and December 31, ~~2006~~2008, the Company had $100,000,000 available under its revolving credit facilities.

10 11

~~Table~~3. ofInterest ~~Contents~~Rate Swaps

3The Company is exposed to market risks relating to fluctuations in interest rate. ~~Interest~~The ~~Rate~~Company ~~Swaps~~may mitigate this risk by paying down additional outstanding balances on its variable rate loans, refinancing with fixed rate permanent debt or obtaining cash flow hedge instruments. The Company utilizes interest rate swap agreements as a risk management tool to manage a portion of its interest rate exposures. The principal objective of the swap agreements is to minimize the risks and costs associated with financial activities. The Company does not use financial instruments for trading purposes. The Company specifically designates interest rate swap hedges of outstanding debt instruments and recognizes interest differentials in the period they occur.

The Company follows SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”), as amended by SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities—an amendment of FASB Statement No. 133” and SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”, to account for its interest rate swaps. This standard established accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives), and for hedging activities. It requires that the entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those assets at fair value. The fair values are the estimated amounts that the Company would pay or receive upon termination of the swap agreements at the reporting date, taking into account current interest rates and the current creditworthiness of the counterparties. Changes in the underlying market value of swap arrangements that qualify as cash flow hedging activities under SFAS 133 are recognized as other comprehensive income (loss) in the accompanying combined statements of comprehensive income and changes in partners’ equity. Changes in the underlying market value of swap arrangements that do not qualify as hedging activities under SFAS 133 are recognized as a change in the fair value of interest rate swaps in the accompanying combined statements of operations. Additionally, the accumulated other comprehensive income (loss) related to interest rate swaps that become ineffective is amortized on a straight-line basis, over the remaining life of the interest rate swap, through the change in the fair value of interest rate swaps in the accompanying combined statements of operations. In the fourth quarter of 2008, the Company’s interest rate swap agreements became ineffective in accordance with SFAS No. 133, as amended. Accordingly, the accounting treatment for these interest rate swaps is different during the three and six months ended June 28, 2009 as compared to the three and six months ended June, 29, 2008. The following table summarizes the notional values and fair values of our derivative financial instruments as of ~~April 1~~June, ~~2007~~28, 2009 (in thousands, except percentages):

Notional value		~~Expiration date~~	~~Fair~~Expiration ~~value~~date		~~Interest~~Fair ~~rate~~value		~~Accounting treatment~~	~~Terms~~	Interest rate		Accounting Treatment	Terms
$	200,000	~~November 20, 2009~~	$November 20, 2009	~~1,915~~	~~4.77%~~$	(3,258	~~Other comprehensiveincome~~)	~~Fixed~~	4.77	%	Statement of operations	Fixed
	250,000	October 15, 2009		400	4.41%		Other comprehensiveincome	Fixed
	125,000		October 15, 2009			(1,382	)		4.41	%	Statement of operations	Fixed
$	~~450~~325,000		$	~~2,315~~	$	(4,640	)

WeThe ~~are~~following ~~exposed~~table tosummarizes ~~credit~~the ~~loss~~changes in ~~the~~fair ~~event~~value of ~~nonperformance by~~ the ~~other~~Company's ~~party~~interest torate ~~our~~swaps ~~derivative~~(in 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. thousands):

4. Accounts Payable and Accrued Liabilities

		Three Months Ended									Six Months Ended
		June 28, 2009					June 29, 2008				June 28, 2009					June 29, 2008
		(unaudited)					(unaudited)				(unaudited)					(unaudited)
		Recorded in statement of operations			Recorded in other comprehensive income		Recorded in statement of operations		Recorded in other comprehensive income		Recorded in statement of operations			Recorded in other comprehensive income		Recorded in statement of operations		Recorded in other comprehensive (loss)

Swap #7 (1)	$	864		$	—	$	—	$	1,995	$	1,637		$	—	$	—	$	(582	)
Swap #8 (1)		1,455			—		—		3,639		2,899			—		—		(566	)
Ineffective amortization (1)		(1,161	)		1,161		—		—		(2,325	)		2,325		—		—
Total	$	1,158		$	1,161	$	—	$	5,634	$	2,211		$	2,325	$	—	$	(1,148	)

(1) Swaps #7 and #8 became ineffective in the fourth quarter of 2008.

~~The following presents major components of accounts payable and accrued liabilities (in thousands):~~ 12

	April 1,2007		December 31,2006
Accounts payable	$	9,111	$	6,603
Capital expenditures		5,842		3,966
Marketing and advertising		15,834		5,444
Interest		47,335		29,085
Compensation and benefits		25,712		26,131
Operating accruals		15,097		14,268
Consulting fees		3,889		4,244
Property and sales tax		8,316		1,507
Other		6,279		5,114
Total	$	137,415	$	96,362

The Company is exposed to credit loss in the event of nonperformance by the other party to its derivative financial instruments. The Company limits this exposure by entering into agreements directly with a number of major financial institutions that meet its credit standards and that are expected to satisfy their obligations under these contracts. The Company views derivative financial instruments as a risk management tool in the prudent operation of its business.

5The Company utilizes SFAS No. ~~Comprehensive~~157, ~~Loss~~"Fair Value Measurements" ("SFAS 157") in relation to its accounting for assets and liabilities carried at fair value. SFAS 157, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. SFAS 157 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, SFAS 157 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

~~Comprehensive~~Level ~~loss~~1. isObservable inputs such as ~~follows~~quoted (prices in ~~thousands):~~active markets for identical assets or liabilities;

	Three Months Ended
	April 1, 2007			April 2, 2006
Net loss	$	(28,168	)	$	(35,170	)
Change in fair value of interest rate swaps designated as hedges		(1,735	)		4,857
Amortization of accumulated other comprehensive loss from interest rate swaps no longer designated as hedges		—			222
Comprehensive loss	$	(29,903	)	$	(30,091	)

Level 2. Inputs, other than quoted prices included within Level 1, that are observable either directly or indirectly; and

6Level 3. ~~Related~~Unobservable ~~Party~~inputs ~~Transactions~~in which there is little or no market data, which require the reporting entity to develop its own assumptions.

~~Under~~The ~~the~~Company’s ~~terms~~derivative offinancial ~~UCDP’s~~instruments ~~partnership~~as ~~agreement~~of June 28, a2009 ~~special~~are ~~fee~~valued isusing ~~payable~~inputs tothat ~~Vivendi~~fall ~~Universal~~within ~~Entertainment~~Level ~~through~~2 ~~Universal~~of ~~CPM~~the ~~equal~~three-tier tohierarchy 5%established ofby ~~certain~~SFAS ~~revenue~~157. Furthermore, as ~~defined~~of June 28, ~~generated~~2009 byand ~~Universal~~December ~~Studios Florida~~31, ~~and~~2008, ~~Universal’s~~respectively, ~~Islands~~the Company did not have assets or liabilities valued using inputs that fall within Level 1 or Level 3 of ~~Adventure~~the three-tier hierarchy established by SFAS 157. Information ~~During~~to determine the ~~quarters~~fair ~~ended~~values ~~April 1,~~of ~~2007~~the ~~and~~interest ~~April 2,~~rate ~~2006,~~swap agreements is provided to the Company ~~paid~~by ~~fees~~the ofcounterparty. ~~$8,214,000~~The ~~and~~Company ~~$7,811,000,~~believes ~~respectively,~~the LIBOR yield curves are the primary significant input used by the counterparty to ~~Vivendi~~determine ~~Universal~~the ~~Entertainment~~fair value information. InLIBOR ~~addition,~~yield ~~at April 1,~~curves ~~2007~~are ~~and~~considered ~~December 31~~Level 2 observable market inputs. Additionally, ~~2006~~in ~~respectively~~making the fair value determination, the ~~amount~~Company ~~due~~monitors tothe ~~related~~credit ~~parties~~and ~~included~~nonperformance ~~$7,802,000~~risk associated with its derivative counterparties and ~~$8,214,000~~believes ~~related~~they are not material to the ~~current~~interest ~~portion~~rate ofswap ~~special~~agreements ~~fees~~and ~~payable~~do tonot ~~Vivendi~~require ~~Universal~~a ~~Entertainment.~~credit adjustment at June 28, 2009 or December 31, 2008, respectively.

The most restrictive quarterly covenant within the Company’s debt agreements for payment of the special fee is a debt to EBITDA ratio (as defined in the senior secured credit facility) of 5.0 to 1.0 or less related to the current special fees below $20,000,000 and 4.0 toAccounts ~~1.0~~Payable ~~or less related to the current~~ and ~~deferred~~Accrued ~~special fees in excess of $20,000,000 annually. As these ratios were met as of April 1, 2007, payments of $7,802,000 in special fees will be made during the second quarter of 2007.~~ Liabilities

11The following presents major components of accounts payable and accrued liabilities (in thousands) as of:

		June 28, 2009		December 31, 2008
Accounts payable	$	8,186	$	10,920
Capital expenditures		38,183		36,717
Marketing and advertising		7,091		4,832
Interest		23,951		26,064
Compensation and benefits		24,852		27,301
Operating accruals		12,470		15,043
Consulting fees		4,607		4,443
Property and sales tax		11,054		1,972
Other		4,987		5,023

Total	$	135,381	$	132,315

~~7. Litigation~~ 13

~~Property~~5. ~~taxes~~Capital leases and financing obligations

~~2006~~Intangible ~~Assessments~~assets and equipment, fixtures and furniture included approximately $42,439,000 and $42,788,000, related to financing obligations and capital leases as of June 28, 2009 and December 31, 2008, respectively. This included $1,110,000 and $761,000 in accumulated depreciation and amortization as of June 28, 2009 and December 31, 2008, respectively. At June 28, 2009, future minimum payments due under financing obligations and capital leases totaled approximately $34,205,000 (net of $12,029,000 in interest). Future minimum payments include $5,035,000, $4,250,000, $3,950,000, $3,657,000, $3,543,000, and $13,770,000, due in 2009, 2010, 2011, 2012, 2013, and years subsequent to 2013, respectively.

On September 18, 2006, UCDP filed petitions to the Orange County Value Adjustment Board seeking review and adjustment of the 2006 assessments by the Orange County Property Appraiser of certain real and tangible personal property owned by UCDP6. ~~Hearings~~Comprehensive ~~before~~income the Value Adjustment Board on UCDP’s petitions took place on December 11 and 12, 2006, after which two Special Magistrates recommended to the Value Adjustment Board that the 2006 assessments of UCDP’s real and tangible personal property be reduced. The Value Adjustment Board approved the Special Magistrates’ recommendations and the Property Appraiser issued revised assessments on March 20, 2007, reducing the assessed property values, resulting in a tax savings and refund of approximately $1.0 million, which was received on May 4, 2007. Meanwhile, on April 17, 2007, the Property Appraiser filed a Complaint in state circuit court challenging the 2006 tangible personal property assessments. The refund amount received will be recorded to the statement of operations during the second quarter of 2007. It is premature to assess the likelihood of any further impact that this case may have on UCDP’s financial position or the results of operations. (loss)

~~Back~~Comprehensive ~~Assessments~~income (loss) is as follows (in thousands):

On December 21, 2006, the Property Appraiser concluded an audit of UCDP’s 2003, 2004 and 2005 tangible personal property returns, finding that UCDP underreported its tangible personal property in each of those years. The Property Appraiser issued back assessments resulting in back taxes and penalties being charged by the Orange County Tax Collector. On February 19, 2007, UCDP filed a complaint in state circuit court challenging the legality of the back assessments and seeking other relief. On April 25, 2007, the Court dismissed the portions of UCDP’s complaint pertaining to the back assessments on Universal’s Islands of Adventure, and it also dismissed UCDP’s due process claim. On May 7, 2007, UCDP also re- filed the complaint and also filed motions seeking rehearing, clarification and leave to amend the complaint. It is premature to assess the likelihood of any material impact to its results of operations, financial position or cash flows.

		Three Months Ended				Six Months Ended
		June 28, 2009		June 29, 2008		June 28, 2009			June 29, 2008
Net Income (loss)	$	19,686	$	12,661	$	(4,726	)	$	5,722

Amortization of accumulated other comprehensive loss from interest rate swaps previously designated as hedges		1,161		—		2,325			—
Change in fair value of interest rate swaps designated as hedges		—		5,634		—			(1,148	)
Comprehensive income (loss)		20,847		18,295		(2,401	)		4,574
Less: comprehensive income attributable to the noncontrolling interest in UCRP		726		863		1,212			1,614
Comprehensive income (loss) attributable to the Partners	$	20,121	$	17,432	$	(3,613	)	$	2,960

~~Patent~~7. ~~Infringement~~ Related Party Transactions

OnUnder ~~March 1,~~the ~~2007,~~terms ~~Safety~~of ~~Braking~~UCDP’s ~~Corporation~~partnership agreement, ~~Magnetar Technologies Corp. and G& T Conveyor Co. filed~~ a ~~Complaint~~special ~~for~~fee ~~Patent~~is ~~Infringement~~payable ~~(the~~to ~~“2007 Complaint”)~~Vivendi inUniversal ~~the~~Entertainment ~~United~~through ~~States~~Universal ~~District~~CPM ~~Court~~equal ~~for~~to ~~the~~5% ~~District~~ of ~~Delaware~~certain ~~naming NBCU~~revenue, ~~USI and Blackstone Group L.P.~~ as ~~defendants (collectively the “Defendants”)~~defined, ~~along~~generated ~~with~~by ~~other~~Universal ~~industry~~Studios ~~theme~~Florida ~~park~~and ~~owners~~Universal’s orIslands ~~operators~~of Adventure. ~~The~~During ~~2007 Complaint alleges that~~ the ~~Defendants~~three ~~are~~months ~~liable~~ended ~~for~~June ~~direct~~28, or2009 ~~indirect~~and ~~infringement~~June of29, ~~various~~2008, ~~patents~~the ~~because~~Company ofpaid ~~their~~fees ~~ownership~~to ~~and/or~~Vivendi ~~operation~~Universal Entertainment of $6,810,000 ~~various theme parks~~ and ~~amusement~~$8,715,000, ~~rides.~~respectively, ~~The~~while ~~2007~~during ~~Complaint does not include specific allegations concerning~~ the ~~location~~six ormonths ~~manner~~ended ofJune ~~alleged~~28, ~~infringement~~2009 and ~~does~~June ~~not~~29, ~~name UCDP~~2008, ~~but~~ the ~~allegations~~Company ~~may~~paid ~~relate~~fees toof ~~rides~~$15,670,000 ~~owned~~ and ~~operated~~$17,730,000, byrespectively, ~~UCDP.~~to ~~The~~Vivendi ~~2007~~Universal ~~Complaint seeks damages and injunctive relief~~Entertainment. OnIn ~~May 7~~addition, ~~the~~at ~~Defendants~~June ~~filed~~28, ~~an Answer~~2009 and ~~Counterclaims.~~December 31, ~~Because~~2008, ~~this case is in its early stages~~respectively, itthe isamount ~~premature~~due to ~~assess~~related ~~the~~parties ~~likelihood~~included of$9,130,000 ~~any~~and ~~impact~~$8,861,000 ~~that~~related ~~this~~to ~~case~~the ~~may~~current ~~have~~portion onof ~~UCDP’s~~special ~~financial~~fees ~~position~~payable orto ~~the~~Vivendi ~~results~~Universal ~~of operations~~Entertainment.

~~Other~~Subsequent to the Company’s refinancings in December 2004, the most restrictive quarterly covenant for payment of the special fee is a debt to EBITDA ratio (as defined in the April 2010 notes) of 5.0 to 1.0 or less related to the current special fees and 3.75 to 1.0 or less related to the deferred special fees (as defined in the senior secured credit agreement). As these ratios were met as of June 28, 2009, payments of $9,130,000 in special fees will be made during the third quarter of 2009.

~~The Company is threatened with or involved in~~ various other legal actions and claims incidental to the conduct of its business. Management does not expect these legal actions and claims to have a material impact to the Company’s results of operations, financial position or cash flows. 14

8. Commitments and Contingencies

12Settlement of Assessment Disputes

~~Table~~In June 2009, the Company settled all of ~~Contents~~the property tax assessment disputes described below for an amount that is not material to its financial statements. The following description of these disputes is provided solely for historical background information.

~~Item~~2008 ~~2. Ma nagement’s Discussion and Analysis of Financial Condition and Results of Operations~~Assessments

~~Overview~~On ~~Related~~December 5, 2008, UCDP filed complaints in state circuit court challenging the 2008 assessments by the Orange County Property Appraiser (the “Property Appraiser”) of certain real and tangible personal property owned by UCDP. On February 2, 2009, the Property Appraiser answered the complaints and also moved to dismiss the discriminatory assessment counts asserted by UCDP. On February 16, 2009, ~~Financial~~ the ~~Results~~Orange County Tax Collector (the “Tax Collector”) similarly answered the complaints and moved to dismiss the discriminatory assessment counts asserted by UCDP. UCDP paid the full assessments with respect to the 2008 real and personal property on November 26, 2008.

~~Comparisons between~~ 2007 and 2006 are difficult as the peak Easter season began the final two days of the first quarter of 2007, but took place entirely during the second quarter of 2006. Despite this two day shift into the first quarter, attendance was unfavorable by 3%. Although we incurred a slight decrease in attendance, new initiatives led us to generate $5.0 million in higher revenues and reduced our year over year net loss by $7.0 million. We were able to strengthen our financial position as we exited the first quarter with $219.9 million in cash and cash equivalents and unused revolving credit, including $119.9 million of cash and cash equivalents and $100.0 million available under our revolving credit facility as of April 1, 2007. We also owed $1,456.5 million on our long-term debt at April 1, 2007. Assessments

~~Seasonality~~On September 18, 2007, UCDP filed petitions to the Orange County Value Adjustment Board (“VAB”) seeking review and adjustment of the 2007 assessments by the Property Appraiser of certain real and tangible personal property owned by UCDP. The Special Magistrates recommended that UCDP’s petitions be denied as to the Universal Studios Florida (“USF”) and Universal’s Islands of Adventure (“UIOA”) tangible personal property and real property and recommended that the assessment as to UCDP’s parking garages be reduced. The VAB approved and adopted the Special Magistrates’ recommendations on February 26, 2008. On April 24, 2008, UCDP filed complaints challenging these assessments in state circuit court. On June 4, 2008, the Tax Collector answered the complaints. On June 16, 2008, the Property Appraiser answered the complaints. Both the Property Appraiser and the Tax Collector also moved to dismiss UCDP’s discriminatory assessment claims. On November 12, 2008, the court consolidated UCDP’s complaint involving the 2007 assessments of the parking garages with a similar complaint that UCDP filed involving the 2006 assessments. On February 11, 2009, the court granted the defendants’ motions to dismiss the discriminatory assessment count in UCDP’s complaint involving the parking garages, and it granted UCDP leave to amend that count. On March 16, 2009, UCDP filed its amended complaint, and both the Property Appraiser and the Tax Collector subsequently answered UCDP’s amended complaint. In addition, in late 2008, the Property Appraiser and Tax Collector filed a Joint Motion for Summary Judgment as to Count I of UCDP’s complaint involving its tangible personal property. On March 26, 2009, the court denied that Joint Motion. UCDP paid the full assessment with respect to the 2007 real and personal property on November 30, 2007.

~~Theme~~2006 park attendance follows a seasonal pattern which coincides closely with holiday and school schedules. The year begins with the end of the peak Christmas and New Year’s holiday period. When children return to school, attendance levels subside. During the March to April timeframe, spring break and Easter vacation periods drive seasonally high attendance. Since the peak spring break period fluctuates from year to year between the end of the first quarter and the beginning of the second quarter, historical quarterly financial information might not be comparable. May is a traditionally slow attendance period. June marks the beginning of the summer attendance peak when local schools are out for the summer. This peak attendance period continues throughout the month of June, as schools outside of Florida finish their terms. The peak summer period includes the entire month of July and the first few weeks in August, when the local schools begin to go back into session. Attendance levels continue to decline through Labor Day, when schools outside of Florida begin. Excluding special events such as “Rock the Universe” in September and “Halloween Horror Nights” in October, the period from September through November is seasonally slow, with an attendance spike around Thanksgiving week. Attendance falls again after Thanksgiving weekend, and does not pick up until the third week of December, when the peak Christmas and New Year’s holiday period begins. The Atlantic Ocean hurricane season begins in June and ends in November of each year. Historically, hurricanes have had little impact on Orlando theme parks. Since opening in 1991, our parks have been closed only five days due to the inclement weather caused by hurricanes, four of which occurred during the 2004 and 2005 hurricane seasons. Assessments

~~Based~~In on the ~~seasonality~~second quarter of ~~our attendance~~2007, ~~the~~UCDP ~~results~~received ~~for~~and ~~the~~recorded ~~quarters~~a ~~ended~~refund ~~April~~ of approximately $1,.0 ~~2007~~million ~~and April 2,~~(the “2006 ~~are~~Refund”) ~~not~~with ~~necessarily~~respect ~~indicative~~to an adjustment of ~~results~~the ~~for~~2006 assessments by the ~~full~~Property ~~year.~~Appraiser reducing the assessed property values of certain real and tangible personal property owned by UCDP.

~~Critical~~Meanwhile, ~~Accounting~~on ~~Policies~~April 17, 2007, the Property Appraiser filed a complaint in state circuit court challenging the reduced 2006 tangible personal property assessments. On May 16, 2007, UCDP filed two complaints challenging the Property Appraiser’s 2006 assessments for (i) real property at USF and ~~Estimates~~UIOA, and for (ii) UCDP’s parking garages. The Property Appraiser and the Tax Collector answered UCDP’s complaints and also moved to dismiss UCDP’s discriminatory assessment claims. On November 12, 2008, the court consolidated UCDP’s complaint involving the 2006 assessments of the parking garages with a similar complaint that UCDP filed involving the 2007 assessments. On February 11, 2009, the court granted the defendants’ motions to dismiss the discriminatory assessment count in UCDP’s complaint involving the parking garages, and it granted UCDP leave to amend that count. On March 16, 2009, UCDP filed its amended complaint, and both the Property Appraiser and the Tax Collector subsequently answered UCDP’s amended complaint.

~~In the ordinary course of business, we make a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the~~ preparation of our condensed combined financial statements in conformity with U.S. generally accepted accounting principles. Results could differ significantly from those estimates under different assumptions and conditions. We believe that the 15 application of these accounting policies, which are important to our financial position and results of operations, requires significant judgments and estimates on the part of management. For a summary of all of our accounting policies, including our critical accounting policies, see Note 2 in our audited combined financial statements for the year ended December 31, 2006 filed with the Securities and Exchange Commission under cover of Form 10-K. Besides what is disclosed within this document, there have been no material developments with respect to the critical accounting policies discussed in detail in our Form 10-K within Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~Litigation~~Back Assessments

WeOn ~~are~~December 21, ~~currently~~2006, ~~involved in~~the ~~certain~~Property ~~legal~~Appraiser ~~proceedings~~concluded ~~and,~~an asaudit ~~required~~of UCDP’s 2003, ~~have~~2004 ~~accrued~~and ~~the~~2005 ~~low~~tangible ~~end~~personal ofproperty ~~the~~returns, ~~estimated~~asserting ~~range~~that ofUCDP ~~probable~~underreported ~~costs~~its ~~for~~tangible ~~the~~personal ~~resolution~~property in each of ~~these~~those ~~claims~~years. ~~This~~The ~~estimate~~Property ~~has~~Appraiser ~~been~~issued ~~developed~~back inassessments ~~consultation~~resulting ~~with~~in ~~outside~~back ~~counsel~~taxes, interest and ispenalties ~~based~~being ~~upon~~charged anby ~~analysis of~~the ~~potential~~Tax ~~results~~Collector. On February 19, ~~assuming~~2007, UCDP filed a ~~combination~~complaint in state circuit court challenging the legality of ~~litigation~~the ~~and~~back ~~settlement~~assessments ~~strategies.~~and Itseeking isother ~~possible~~relief. On April 25, ~~however~~2007, ~~that~~the ~~future~~Court ~~results~~dismissed the portions of ~~operations~~UCDP’s ~~for~~complaint ~~any~~pertaining ~~particular~~to ~~quarterly~~the orback ~~annual~~assessments ~~period~~on ~~could~~UIOA, beand ~~materially~~it ~~affected~~also bydismissed ~~changes~~UCDP’s indue ~~our~~process ~~assumptions or~~claim. On May 14, 2007, UCDP re-filed the ~~effectiveness~~complaint of(“UCDP’s ~~our~~Re-filed ~~strategies~~Back ~~related~~Assessment toComplaint”) ~~these~~as ~~proceedings~~to UIOA. ~~See~~On ~~Note~~February 15, 72008, inthe ~~Part~~court 1,denied ~~Item 1~~the Property Appraiser’s motion to dismiss UCDP’s Re-filed Back Assessment Complaint. ~~Condensed~~The ~~Combined~~Property ~~Financial~~Appraiser ~~Statements~~and inTax ~~this~~Collector ~~document~~appealed ~~for~~the ~~more~~denial ~~detailed~~of ~~information~~the ondismissal ~~litigation~~of ~~exposure~~UCDP’s Re-filed Back Assessment Complaint. UCDP opposed the appeal, and on July 3, 2008, the Court denied the appeal.

~~Period end~~ Other

The ~~quarters~~Company ~~ended~~is ~~April 1,~~threatened ~~2007~~with ~~and~~or ~~April 2, 2006~~involved ~~contained~~in 91various ~~days~~other legal actions and 92claims ~~days~~incidental ~~respectively~~to the conduct of its business. Management does not expect these legal actions and claims to have a material impact to the Company’s results of operations, financial position or cash flows.

~~Recent~~Consultant ~~accounting pronouncements~~ Agreement

~~In February 2006~~Additionally, the ~~FASB~~Company ~~issued~~has ~~SFAS~~an ~~No. 155~~agreement (the “~~SFAS~~Consultant ~~155~~Agreement”), with Steven Spielberg (the “~~Accounting~~Consultant”) under which it pays a fee for ~~Certain~~consulting ~~Hybrid~~services ~~Financial~~and ~~Instruments”~~exclusivity equal to a percentage of the Company’s gross revenues from the attractions and certain other facilities owned or operated, anin ~~amendment~~whole or in part, by the Company. Under the terms of ~~SFAS~~the ~~133~~Consultant Agreement, ~~“Accounting~~the Consultant is also entitled to a fee based on a percentage of gross revenues of comparable projects, which are gated motion picture and television themed attractions owned or operated, in whole or in part, by the Company, or any of its partners or any of their affiliates, other than in Universal City, California. At present, the only theme park that is a comparable project is Universal Studios Japan in Osaka, Japan. It is possible that comparable projects will be created in the future that would fall under the Consultant Agreement. For instance, Vivendi Universal Entertainment has entered into licensing arrangements for ~~Derivative~~Universal theme parks in Singapore and Dubai. The Consultant may also be entitled to participate in certain sales of equity by the Company’s Partners and to participate in certain real estate development activities of the Company’s partners or their affiliates. Although the Consultant Agreement has no expiration date, ~~Instruments~~ starting in June 2010, the Consultant has the right, upon 90 days notice, to terminate the periodic payments under the Consultant Agreement and ~~Hedging~~receive ~~Activities”~~instead one cash payment equal to the fair market value of the Consultant’s interest in the revenue streams in the Orlando parks and any comparable projects that have been open at that time for at least one year, which fair market value could be significant. If the Consultant exercises the option and ~~SFAS~~the ~~140~~parties cannot agree on the fair market value of the buyout option, ~~“Accounting~~the ~~for~~fair ~~Transfers~~market value will be determined by a binding appraisal procedure. The Company represented under the agreement that the Consultant’s interest in each of the Company’s parks and in any comparable projects will have priority over the interests of all financiers, lenders and others who may have an interest in that park or project. The Company’s obligations under the agreement are guaranteed by Universal Studios, Inc., as successor to MCA Inc., and Universal Studios, Inc.’s obligations under that guarantee have in turn been assumed by Vivendi Universal Entertainment. Vivendi Universal Entertainment has indemnified the Company against any liability under the Consultant Agreement related to any comparable project that is not owned or controlled by the Company. Under the terms of the May 2010 notes, the April 2010 notes and the senior secured credit agreement, a lien to secure the Company’s obligations under the Consultant Agreement would be a permitted lien. This event would adversely impact the Company’s liquidity.

139. Subsequent Event

~~Table~~Subsequent events were evaluated through August 6, 2009 for the balance sheet date as of ~~Contents~~June 28, 2009 and for the periods ending June 28, 2009. August 6, 2009 is also the issuance date of the financial statements.

~~and Servicing of Financial Assets and Extinguishments of Liabilities”. SFAS 155 simplifies the accounting for hybrid financial instruments by~~ 16 permitting fair value remeasurement for any hybrid financial instrument that contains an embedded derivative. SFAS 155 is effective for all financial instruments acquired, issued, or subject to a remeasurement event occurring in fiscal years beginning after September 15, 2006. The adoption of SFAS 155 did not have a material impact on our financial position, results of operations or cash flows.

InItem ~~September 2006, the FASB issued SFAS No~~2. ~~157,~~ ~~“Fair~~Management’s ~~Value~~Discussion ~~Measurements” (“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles,~~ and ~~expands~~Analysis disclosures about fair value measurements. This statement does not require any new fair value measurements; rather, it applies under other accounting pronouncements that require or permit fair value measurements. The provisions of ~~this~~Financial ~~statement~~Condition ~~are~~and toResults ~~be applied prospectively as~~ of the beginning of the fiscal year in which this statement is initially applied, with any transition adjustment recognized as a cumulative-effect adjustment to the opening balance of retained earnings. The provisions of SFAS No. 157 are effective for the fiscal years beginning after November 15, 2007; therefore, we anticipate adopting this standard as of January 1, 2008. We do not believe the adoption of SFAS 157 will have a material impact on our financial position, results of operations or cash flows. Operation

~~Results~~Overview ofRelated ~~Operations~~ to Financial Results

	Quarter Ended						% Change
(In Thousands, Except Percentages)	April 1, 2007			April 2, 2006			Favorable/(Unfavorable)
Operation data:
Paid theme park admissions		2,157			2,219		(3	)%
Turnstile theme park admissions		2,320			2,389		(3	)%
Theme park pass revenue per paid admission	$	40.87		$	39.69		3	%
Theme park food, beverage and merchandise revenue per turnstile admission		19.66			17.67		11	%
Statement of operations data:
Operating revenues:
Theme park pass revenue	$	88,159		$	88,073		0	%
Theme park food and beverage		22,383			22,046		2	%
Theme park merchandise		23,227			20,160		15	%
Other		52,824			51,280		3	%
Total operating revenues		186,593			181,559		3	%
Costs and operating expenses:
Theme park operations		40,458			39,155		(3	)%
Theme park selling, general and administrative		42,117			44,435		5	%
Theme park cost of products sold		23,712			21,931		(8	)%
Special fee payable to Vivendi Universal Entertainment and consultant fee		11,518			11,225		(3	)%
Depreciation and amortization		26,974			28,474		5	%
Other		32,797			33,533		2	%
Total costs and operating expenses		177,576			178,753		1	%
Operating income		9,017			2,806		221	%
Non-operating expenses		37,185			37,976		2	%
Net loss	$	(28,168	)	$	(35,170	)	20	%

For the first half of 2009, we experienced a decrease of 16% in our paid attendance and a decrease in EBITDA (as defined) of $15.7 million when compared to the first half of 2008. These decreases were primarily driven by the downturn in the global economy. Additionally, due to the timing of our fiscal calendar, the six months ended June 28, 2009 had two less days than the six months ended June 29, 2008. Total theme park spending on a per guest basis in the first half of 2009 was consistent with the first half of 2008, but the reduced volume contributed to a $69.6 million shortfall in revenue. Our ability to reduce operating costs, which decreased by $58.8 million in the first half of 2009 compared to the same period in 2008, helped partially offset the revenue shortfall. As a result, net income decreased by $10.4 million compared to the first half of 2008. We finished the second quarter with $150.6 million in available cash and cash equivalents, including $100.0 million in unused revolving credit. We owed $1,458.4 million on our long-term debt at June 28, 2009.

~~Quarter Ended April 1, 2007 Compared to Quarter Ended April 2, 2006~~ Seasonality

Theme park attendance follows a seasonal pattern which coincides closely with holiday and school schedules. The 3%year ~~decline~~begins inwith ~~Paid~~the ~~Theme~~end ~~Park~~of ~~Admissions~~the ~~was~~peak ~~primarily~~Christmas ~~attributable~~and toNew anYear’s 8%holiday ~~decline~~period. inWhen ~~our~~children ~~outer-US~~return to school, attendance levels subside. During the March to April timeframe, spring break and 1%Easter ~~decline~~vacation inperiods ~~our~~drive ~~Florida~~seasonally high attendance. ~~These~~Since ~~were~~the peak spring break period ~~partially~~ fluctuates ~~offset~~from byyear anto ~~increase~~year inbetween ~~our~~the ~~international~~end of the first quarter and the beginning of the second quarter, historical quarterly financial information might not be comparable. May is a traditionally slow attendance period. June marks the beginning of 5%the summer attendance peak when local schools are out for the summer. AsThis ~~discussed~~peak ~~earlier~~attendance period continues throughout the month of June, ~~our~~as schools outside of Florida finish their terms. The peak ~~spring~~summer ~~break~~period includes the entire month of July and ~~Easter~~the ~~season~~first ~~began~~few ~~during~~weeks in August, when the ~~last~~local ~~two~~schools ~~days~~begin to go back into session. Attendance levels continue to decline through Labor Day, when schools outside of Florida begin. Excluding special events such as “Rock the ~~quarter~~Universe” in September and “Halloween Horror Nights” in October, ~~which~~the ~~makes~~period itfrom ~~difficult~~September ~~for~~through ~~comparisons~~November tois seasonally slow, with an attendance spike around Thanksgiving week. Attendance falls again after Thanksgiving weekend, and does not pick up until the ~~first~~third ~~quarter~~week of ~~2006~~ December, when the peak Christmas and New Year’s holiday period begins. The Atlantic Ocean hurricane season begins in June and ends in November of each year. Historically, hurricanes have had little impact on Orlando theme parks. Since opening in 1991, our parks have been closed only five days due to the inclement weather caused by hurricanes, four of which occurred during the 2004 and 2005 hurricane seasons.

~~Despite~~The ~~the~~week ~~unfavorable~~before ~~attendance,~~and ~~our~~after ~~total~~Easter ~~Operating~~are ~~Revenues~~peak ~~increased~~attendance $5periods.0 ~~million~~In ~~driven by strong per capita growth. Theme Park Pass Revenue per paid admission increased 3%~~2008, ~~due~~Easter towas aon ~~more~~March ~~favorable ticket mix, and Theme Park Food, Beverage and Merchandise Revenue per turnstile admission increased 11% due to price increases and new initiatives~~23. ~~The~~In ~~remaining increase was from Other Revenue~~2009, ~~which~~Easter was ~~favorable~~on byApril $112.5 ~~million,~~This orshift ~~3%, primarily due to increases~~ in ~~parking~~Easter ~~revenue~~moved ofthe ~~$0.6~~peak ~~million~~attendance ~~and~~period ~~aged~~from ~~pass~~the ~~sales~~first ofquarter ~~$0.9 million. These were partially offset by a decrease in special event revenues~~ of ~~$1.0~~2008 ~~million due~~ to ~~a decreased~~the ~~number~~second ~~and~~quarter ~~size~~ of ~~events~~2009.

14Based on the seasonality of our attendance, the results for the three and six months ended June 28, 2009 and June 29, 2008 are not necessarily indicative of results for the full year.

~~Table~~Critical ofAccounting ~~Contents~~Policies and Estimates

~~Theme~~In ~~Park~~the ~~Operations~~ordinary ~~were~~course ~~unfavorable~~of ~~$1.3~~business, ~~million~~we ~~due~~make toa ~~increased~~number ~~maintenance~~of estimates and ~~operational~~assumptions ~~costs,~~relating ~~partially~~to ~~offset by~~the areporting ~~decrease~~of inresults ~~utility~~of ~~costs.~~operations ~~The~~and ~~decrease~~financial condition in ~~Theme~~the ~~Park~~preparation ~~Selling,~~of ~~General~~our ~~and~~condensed ~~Administrative~~combined ~~was~~financial ~~largely~~statements ~~due~~in toconformity $2with U.3S. ~~million~~generally inaccepted ~~reduced~~accounting ~~marketing~~principles. ~~costs~~Results ~~related~~could todiffer ~~the~~significantly ~~timing~~from ofthose ~~our~~estimates ~~advertising~~under ~~campaigns~~different assumptions and conditions. AsWe abelieve ~~percentage~~that the application of ~~Theme~~these ~~Park~~accounting ~~Food~~policies, ~~and Beverage~~which ~~and~~are ~~Merchandise~~important ~~Revenue,~~to ~~Cost~~our offinancial ~~Products~~position ~~Sold~~and ~~remained~~results ~~consistent~~of atoperations, ~~52.0%~~requires insignificant ~~both~~judgments ~~quarters.~~and ~~Expenses~~estimates ~~related~~on tothe ~~our~~part ~~special~~of ~~fee~~management. ~~and~~For ~~consultant~~a ~~fee~~summary ~~increased~~of ~~3%,~~all ~~correlating~~of toour ~~the~~accounting ~~increase~~policies, inincluding ~~operating~~our ~~revenues.~~critical ~~Other~~accounting ~~Operating~~policies, ~~Expenses were~~see ~~favorable~~Note ~~$0.7~~2 ~~million~~in ~~due~~our toaudited ~~the~~combined ~~decrease~~financial instatements ~~costs~~for ~~relating~~the toyear ~~special~~ended ~~events~~December 31, of2008 ~~$0.9~~filed ~~million~~with ~~resulting~~the ~~from~~Securities aand ~~decrease~~Exchange inCommission ~~special~~under ~~events~~cover of ~~revenue.~~Form ~~Non~~10-~~operating~~K. ~~Expenses~~Besides ~~were~~what ~~favorable~~is bydisclosed ~~$0.8~~within ~~million.~~this ~~This~~document, ~~resulted~~there ~~from~~have anbeen ~~income~~no ~~statement charge~~material ofdevelopments ~~$0.9~~with ~~million~~respect ~~during~~to the ~~first~~critical ~~quarter~~accounting ofpolicies ~~2006~~discussed ~~caused~~in bydetail ain ~~decrease~~our inForm ~~the~~10-K ~~value~~within ofItem 7. ~~interest~~Management’s ~~rate~~Discussion ~~swaps~~and ~~that~~Analysis ~~did~~of ~~not~~Financial ~~occur~~Condition ~~during~~and ~~2007.~~Results of Operations.

~~EBITDA~~ Litigation

We ~~have~~are ~~included~~currently ~~EBITDA~~involved ~~because~~in itcertain islegal ~~used~~proceedings byand, ~~some investors~~ as ~~a measure of our ability to service debt. In addition~~required, ithave isaccrued the ~~primary~~low ~~basis~~end inof ~~our senior secured credit agreement to determine our quarterly compliance with our funded debt ratio and~~ the ~~interest~~estimated ~~coverage~~range ~~ratio,~~of ~~which~~probable iscosts ~~computed~~for ~~based on~~ the ~~prior~~resolution ~~twelve months. We believe our senior secured credit agreement is a material agreement as it represents a critical component~~ of ~~our~~these ~~capital structure and an important source of our liquidity~~claims. ~~Our~~This ~~failure~~estimate tohas ~~comply~~been ~~with~~developed ~~the financial maintenance covenants~~ in ~~our~~consultation ~~senior~~with ~~secured~~outside ~~credit~~counsel ~~agreement~~and ~~would~~is ~~result~~based inupon an ~~event~~analysis of ~~default~~ ~~occurring~~potential ~~under~~results, ~~the~~assuming ~~agreement~~a ~~which~~combination ~~would give our lenders the right to accelerate all~~ of ~~the~~litigation ~~indebtedness~~and ~~then~~settlement ~~outstanding under that agreement~~strategies. ~~EBITDA~~It ~~represents~~is ~~earnings~~possible, ~~before interest~~however, ~~taxes~~that ~~and~~future ~~depreciation~~results ~~and amortization. EBITDA is~~of ~~not~~ operations ~~prepared~~for inany ~~accordance~~particular ~~with~~quarterly ~~U.S.~~or ~~generally~~annual ~~accepted~~period ~~accounting~~could ~~principles and should not~~ be ~~considered~~materially asaffected ~~an alternative for net income, net cash provided~~ by ~~operating~~changes ~~activities and other combined income or cash flow statement data prepared~~ in ~~accordance~~ ~~with~~our ~~generally~~assumptions ~~accepted accounting principles~~ or asthe aeffectiveness ~~measure~~ of ~~profitability~~our orstrategies ~~liquidity.~~related ~~EBITDA,~~to ~~because~~these itproceedings. isSee Note ~~before~~8 ~~debt~~in ~~service,~~Part ~~capital expenditures~~1, ~~and~~Item 1. ~~working~~Financial ~~capital~~Statements ~~needs,~~in ~~does~~this ~~not~~document ~~represent cash that is available~~ for ~~other purposes~~more atdetailed ~~our~~information ~~discretion.~~on ~~Our~~litigation ~~presentation of EBITDA may not be comparable to similarly titled measures reported by other companies~~exposure. ~~The following is a reconciliation of net cash provided by operating activities to EBITDA (in thousands):~~

	Quarter Ended
	April 1,2007			April 2,2006
Cash and cash equivalents provided by operating activities	$	56,963		$	57,731
Adjustments:
Interest expense		36,998			36,633
Interest income		(1,118	)		(738	)
Amortization of deferred finance costs		(1,903	)		(1,929	)
Distributions from investments in unconsolidated entities, net		(750	)		(212	)
Loss from joint ventures		(515	)		(217	)
Accretion of bond discount		(212	)		(212	)
Minority interest in net earnings of UCRP		(790	)		(919	)
Change in working capital		(53,987	)		(59,993	)
EBITDA	$	34,686		$	30,144

Period end

15The three months ended June 28, 2009 and June 29, 2008 each contained 91 days. The six months ended June 28, 2009 contained 179 days, while the six months ended June 29, 2008 contained 181 days.

~~Table~~Recent ofaccounting ~~Contents~~pronouncements

~~Liquidity~~See ~~and~~“Note ~~Capital~~1. ~~Resources~~General” in “Part I – Item 1. Financial Statements” for a detailed description of recent accounting pronouncements.

~~Cash flows~~ 17

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

	Quarter ended
	April 1, 2007		April 2, 2006
Net cash and cash equivalents provided by operating activities	$	56,963	$	57,731
Net cash and cash equivalents used in investing activities		12,157		7,778
Net cash and cash equivalents used in financing activities		1,305		1,853

Three Months Ended June 28, 2009 Compared to Three Months Ended June 29, 2008 (in thousands except per capita amounts and percentages):

During the quarters ended April 1, 2007 and April 2, 2006, respectively, net cash provided by operating activities was $57.0 million and $57.7 million. The increase in net income of $7.0 million was offset by the change in working capital accounts of $6.0 million and decreased depreciation of $1.5 million.

	Three Months Ended				% Change
	June 28, 2009		June 29, 2008		Favorable/ (unfavorable)
Operational Data:
Paid theme park admissions		2,495		2,894	(13.8	)%
Turnstile theme park admissions		2,734		3,122	(12.4	)%
Theme park pass revenue per paid admission	$	43.78	$	40.43	8.3	%
Theme park food, beverage and merchandise revenue per turnstile admission		18.06		18.55	(2.6	)%
Other theme park related revenue per turnstile admission		8.22		9.31	(11.7	)%

Statement of operations data:
Operating revenues:
Theme park pass revenue	$	109,239	$	117,017	(6.6	)%
Theme park food and beverage		26,350		31,081	(15.2	)%
Theme park merchandise		23,016		26,829	(14.2	)%
Other theme park related		22,474		29,051	(22.6	)%
Other		34,663		37,890	(8.5	)%
Total operating revenues		215,742		241,868	(10.8	)%

Costs and operating expenses:
Theme park operations		43,296		44,892	3.6	%
Theme park selling, general and administrative		30,928		45,551	32.1	%
Theme park cost of products sold		24,738		29,436	16.0	%
Special fee payable to Vivendi Universal Entertainment and consultant fee		13,674		15,407	11.2	%
Depreciation and amortization		26,199		28,166	7.0	%
Other		25,555		33,758	24.3	%
Total costs and operating expenses		164,390		197,210	16.6	%

Operating income		51,352		44,658	15.0	%

Non-operating expense, net		31,666		31,997	1.0	%

Net income		19,686		12,661	55.5	%

Less: net income attributable to the noncontrolling interest in UCRP		726		863	15.9	%

Net income attributable to the Partners	$	18,960	$	11,798	60.7	%

~~Net~~Paid ~~cash~~Theme ~~used~~Park inAdmissions ~~investing~~decreased ~~activities~~14% ~~for~~during the ~~quarters~~second ~~ended~~quarter ~~April 1,~~of ~~2007~~2009 ~~and~~compared ~~April 2,~~to ~~2006,~~the ~~totaled~~second ~~$12.2~~quarter ~~million~~of ~~and $7.8 million~~2008, ~~respectively,~~ which ~~consisted~~ ~~primarily~~we ofbelieve ~~capital~~is ~~expenditures.~~primarily Wedue ~~make~~to ~~annual~~the ~~investments~~downturn ~~both~~in tothe ~~provide~~global ~~ongoing~~economy. ~~capital~~In ~~support~~the ~~for~~second quarter, our ~~existing~~domestic ~~park~~market ~~attractions~~experienced ~~and~~high-teen ~~infrastructure,~~digit ~~and~~percentage ~~also~~attendance todeclines ~~fund~~while ~~the~~our ~~development~~international ofmarket ~~new~~experienced ~~park~~mid-single ~~attractions~~digit ~~and~~percentage ~~infrastructure~~attendance declines. WeThese decreases in volume ~~believe~~ were ~~these~~offset ~~investments~~partially ~~are~~by ~~critical~~increased intotal ~~maintaining~~per ~~our~~capita ~~position~~spending of ~~having~~3%. ~~technologically~~As ~~advanced~~a ~~theme~~result, ~~parks~~our ~~and~~total toOperating ~~effectively~~Revenue ~~compete~~decreased ~~with~~$26.1 ~~our~~million, ~~competitors~~or 11%. ~~These~~Theme ~~costs~~Park ~~can~~Pass ~~vary~~Revenue ~~from~~Per ~~one~~Paid ~~year~~Admission increased 8% as a result of selective price changes to ~~the~~maximize ~~next~~yield. Theme Park Food, ~~depending~~Beverage onand ~~the~~Merchandise ~~timing~~Revenue ofPer ~~the construction~~Turnstile ~~cycles~~Admission decreased 3%. WeOther ~~estimate~~Theme ~~our~~Park ~~capital~~Related ~~expenditures,~~Revenue ~~including~~Per ~~intellectual~~Turnstile ~~property~~Admission ~~rights~~decreased 12%, principally due to bea ~~between~~decrease ~~$100.0~~in ~~million~~corporate tospecial events revenue of $~~120~~5.0 million. ~~during~~As ~~2007.~~compared Ato ~~large~~the ~~portion~~second quarter of ~~this~~2008, ~~cost~~our ~~relates~~Other toRevenue ~~the~~category ~~design~~was ~~and~~unfavorable ~~construction~~by of$3.2 ~~multiple~~million, ~~new attractions~~or ~~that~~9%, ~~are~~due ~~currently~~to ~~being~~lower ~~negotiated~~revenue ~~that~~from weour ~~anticipate~~CityWalk ~~opening~~operations ~~during~~and ~~the~~our ~~next~~travel ~~few~~company ~~years~~of $2.5 million and $1.2 million, respectively.

~~During~~Theme ~~the~~Park ~~quarters~~Operations ~~ended~~was ~~April~~ favorable by $1.6 million largely due to decreased maintenance, ~~2007~~entertainment and ~~April 2,~~ ~~2006,~~operational ~~net~~costs ~~cash~~resulting ~~used~~from ~~for~~our ~~financing~~reduced ~~activities~~attendance ~~was~~levels $1and management’s cost savings initiatives.3 ~~million~~Theme Park Selling, General and Administrative was favorable by $114.96 million, ~~respectively~~due to reductions in marketing spend and management’s cost savings initiatives impacting departments throughout the Company. ~~For~~When ~~2007,~~compared to the ~~amount~~second ~~was~~quarter ~~comprised~~of 2008, Theme Park Cost of aProducts ~~payment~~Sold decreased 16% during the second quarter of ~~contributions~~2009, which correlates to ~~joint~~the ~~venture~~decrease in Theme Park Food and Beverage Revenue and Theme Park Merchandise Revenue of 15% and 14%, ~~payments~~respectively. onSimilarly, ~~capital~~Special ~~lease~~Fee ~~obligations~~Payable to Vivendi Universal Entertainment and ~~distributions~~Consultant Fee decreased 11%, which corresponds to the decrease in Total Operating Revenue of 11%. Other costs and operating ~~the~~ expenses ~~minority~~were ~~interest~~favorable by $8.2 million due to reduced operating costs of ~~UCRP~~$2.1 ~~For~~million ~~2006,~~stemming from the ~~amount~~reduced ~~was~~number ~~comprised~~ of ~~principal~~corporate ~~payments~~special onevents, ~~our~~in ~~senior~~addition ~~secured~~to ~~credit~~lower ~~facility~~operating costs at CityWalk and ~~distributions~~our travel company of $1.5 million and $1.0 million, respectively. These reduced operating costs correlate to the ~~minority~~lower ~~interest~~revenues from each of ~~UCRP~~theses areas as discussed previously. Non-operating Expenses was slightly favorable due to changes in the fair value of our interest rate swaps, which were offset partially by lower interest income.

~~Financial position~~ 18

~~The~~Six ~~following~~Months ~~table~~Ended ~~summarizes~~June ~~key~~28, ~~aspects~~2009 inCompared ~~our~~to ~~financial~~Six ~~position~~Months ~~and~~Ended ~~liquidity~~June 29, 2008 (in thousands except per capita amounts and percentages):

	As of
	Six Months Ended						% Change
	April 1, 2007			December 31, 2006
	June 28, 2009				June 29, 2008		Favorable/(unfavorable)
Cash and cash equivalents	$	119,929		$	76,428
Operational Data:
Unused portion of revolving credit facility		100,000			100,000
Paid theme park admissions		4,336				5,180	(16.3	)%
Current portion of long-term borrowings and capital lease and financing obligations		964			709
Turnstile theme park admissions		4,747				5,577	(14.9	)%
Current portion of special fees		7,802			8,214
Theme park pass revenue per paid admission	$	44.05			$	41.78	5.4	%
Total long-term obligations (1)		1,459,910			1,456,289
Theme park food, beverage and merchandise revenue per turnstile admission		17.87				18.94	(5.6	)%
Other theme park related revenue per turnstile admission		8.54				9.64	(11.4	)%
Statement of operations data:
Operating revenues:
Theme park pass revenue	$	191,016			$	216,434	(11.7	)%
Theme park food and beverage		45,046				55,488	(18.8	)%
Theme park merchandise		39,804				50,148	(20.6	)%
Other theme park related		40,519				53,783	(24.7	)%
Other		63,146				73,320	(13.9	)%
Total operating revenues		379,531				449,173	(15.5	)%
Costs and operating expenses:
Theme park operations		83,721				88,051	4.9	%
Theme park selling, general and administrative		64,264				84,703	24.1	%
Theme park cost of products sold		44,668				56,374	20.8	%
Special fee payable to Vivendi Universal Entertainment and consultant fee		23,903				28,444	16.0	%
Depreciation and amortization		52,829				57,403	8.0	%
Other		52,000				65,223	20.3	%
Total costs and operating expenses		321,385				380,198	15.5	%
Operating income		58,146				68,975	(15.7	)%
Non-operating expense, net		62,872				63,253	0.6	%
Net (loss) income		(4,726	)			5,722	NM
Less: net income attributable to the noncontrolling interest in UCRP		1,212				1,614	24.9	%
Net (loss) income attributable to the Partners	$	(5,938	)		$	4,108	NM

~~(1)~~NM ~~Long-term~~– ~~obligations~~not ~~include long-term borrowings (excluding current portions), and long-term capital lease and financing obligations.~~meaningful

AtPaid ~~April 1,~~Theme ~~2007,~~Park ~~our~~Admissions ~~total~~decreased ~~debt~~16% ~~was~~during ~~$1,456.5~~the ~~million,~~first ~~which~~half ~~included~~of ~~$450.0~~2009 ~~million~~compared ~~outstanding~~to ~~under~~ the ~~bonds~~first ~~due~~half inof ~~May~~2008. ~~2010~~As discussed previously, ~~$497.5~~we ~~million~~believe ~~outstanding~~this ~~under the~~was ~~bonds~~driven ~~due~~by the downturn in ~~April~~the ~~2010~~global ~~($500.0~~economy ~~million~~and, ~~net~~to of a ~~remaining~~lesser ~~discount~~extent, ofthe ~~$2.5~~two ~~million)~~extra ~~and~~days ~~$509.0~~in ~~million~~the ~~outstanding~~first ~~under~~half ~~UCDP’s~~of ~~senior~~2008 ~~secured~~compared ~~credit~~to ~~facility~~2009. AtIn ~~April 1,~~the ~~2007~~first half of 2009, weour ~~also~~domestic ~~had~~market ~~$219.9~~experienced ~~million~~high-teen inpercentage ~~cash~~attendance ~~and~~declines ~~cash~~while ~~equivalents~~our international ~~and~~ market ~~unused~~experienced ~~revolving~~low-teen ~~credit,~~percentage ~~consisting~~attendance ~~of $119~~declines.9 ~~million~~Accordingly, inour ~~cash~~total ~~and~~Operating ~~cash~~Revenue ~~equivalents~~decreased ~~and~~ $~~100~~69.06 million, ~~available~~or ~~under our revolving credit facilities~~16%. ~~Our~~Overall ~~senior~~total ~~secured~~per ~~credit~~capita ~~agreement~~spending ~~and~~in ~~bonds~~the ~~contain~~first ~~certain~~half ~~customary~~of ~~limitations.~~2009 ~~We believe~~was weconsistent ~~were in compliance~~ with ~~all~~the ~~financial~~first ~~covenants~~half as of ~~April 1, 2007~~2008. ~~Both~~Theme ~~issuances~~Park ofPass ~~notes~~Revenue ~~are~~Per ~~due~~Paid inAdmission ~~2010,~~increased ~~while~~5% ~~the~~as ~~senior~~a ~~secured~~result ~~credit~~of ~~agreement~~selective ~~calls~~price ~~for~~changes ~~quarterly~~to ~~principal~~maximize ~~installments of 0~~yield.~~25%~~ ~~with~~Theme ~~the~~Park ~~remainder~~Food, ~~due~~Beverage, ~~in 2011.~~and ~~During~~Merchandise ~~2006,~~Revenue ~~UCDP~~Per ~~made~~Turnstile anAdmission ~~additional~~decreased ~~$30~~6%.0 ~~million~~Other ~~principal~~Theme ~~payment,~~Park ~~effectively~~Related ~~prepaying~~Revenue ~~all~~Per ofTurnstile Admission ~~the~~decreased ~~required~~11%, ~~principal~~principally ~~installments.~~due ~~Our~~to ~~senior~~a ~~secured~~decrease ~~credit facility is repayable~~ in ~~full~~corporate atspecial ~~December 1,~~events ~~2009,~~revenue ifof ~~the~~$9.0 ~~April~~million ~~2010~~and ~~notes are~~$2.1 ~~not~~million ~~refinanced~~in orreduced ~~repaid~~guest inspending ~~full~~on ~~prior~~our toUniversal ~~such~~Express ~~date,~~Plus ~~or January 1~~product, ~~2010,~~which iftypically ~~the~~decreases ~~May~~in ~~2010~~periods ~~notes~~of ~~are~~lower ~~not~~attendance. ~~refinanced~~As orcompared ~~repaid in full prior~~ to ~~such~~the ~~date.~~first Ithalf isof ~~highly~~2008, ~~unlikely~~our ~~that~~Other weRevenue ~~will~~category bewas ~~able~~unfavorable to$10.2 ~~generate~~million, ~~enough~~or ~~cash~~14%, due to ~~pay~~lower ~~these~~revenue ~~balances in~~from ~~full~~our ~~prior~~CityWalk tooperations ~~the~~of ~~specified~~$5.7 ~~due~~million ~~dates~~and ~~which~~our ~~would~~travel ~~then~~company ~~necessitate~~of ~~refinancing~~$4.1 ~~our~~ million.

Theme Park Operations was favorable by $4.3 million largely due to decreased maintenance, entertainment and operational costs resulting from our reduced attendance levels and management’s cost savings initiatives. Theme Park Selling, General and Administrative was favorable by $20.4 million due to reductions in marketing spend and management’s cost savings initiatives impacting departments throughout the Company. When compared to the first half of 2008, Theme Park Cost of Products Sold decreased 21% during the first half of 2009, which correlates to the decrease in Theme Park Food and Beverage Revenue and Theme Park Merchandise Revenue of 19% and 21%, respectively. Similarly, Special Fee Payable to Vivendi Universal Entertainment and Consultant Fee decreased 16%, which corresponds to the decrease in Total Operating Revenue of 16%. Other Costs and Operating Expenses was favorable $13.2 million due to reduced operating costs of $3.7 million relating to the reduced number of corporate special events, in addition to lower operating costs at our travel company and CityWalk of $3.4 million and $3.2 million, respectively. These reduced operating costs correlate to the lower revenues from each of these areas as discussed previously. Non-operating Expenses was slightly favorable due to changes in the fair value of our interest rate swaps, which were offset partially by decreased interest income and reduced income from our unconsolidated joint ventures.

~~Table of Contents~~19

long-term debt. Furthermore, our access to capital markets and our ability to issue various securities to raise capital could be affected by changes in our bond ratings. Although our bond rating has remained consistent during 2007, we cannot be assured that future changes in our ratings will not occur. EBITDA

~~We believe~~Earnings ~~that~~before ~~funds~~interest ~~generated~~expense, ~~from~~income ~~our~~taxes, ~~operations~~depreciation and ~~our~~amortization ~~available~~or, ~~borrowing~~EBITDA, ~~capacity~~is ~~will~~defined beas ~~adequate~~net toincome ~~fund~~excluding: (i) interest expense, net of interest income; and (ii) depreciation and amortization. Our management assesses operational performance using EBITDA (as defined) because it is used by some investors as a measure of our ~~debt~~ability to service ~~requirements~~debt. In addition, ~~capital~~it ~~expenditures~~is the primary basis in the UCDP senior secured credit agreement to determine our quarterly compliance with our funded debt ratio and ~~working~~the ~~capital~~interest ~~requirements~~coverage ~~for~~ratio, which is computed based on the ~~next~~trailing 12four ~~months~~quarters. ~~Although~~We we believe ~~that~~the UCDP senior secured credit agreement is a material agreement as it represents a critical component of our ~~current~~ ~~financial~~capital ~~position~~structure and ~~financing~~an ~~options~~important ~~will~~source ~~provide~~of ~~flexibility~~our liquidity. Our failure to comply with the financial maintenance covenants in ~~financing~~the ~~activities~~UCDP ~~and~~senior secured ~~permit~~credit usagreement towould ~~respond~~result toin ~~changing~~an ~~conditions,~~event weof ~~cannot~~default ~~assure~~occurring ~~you~~under ~~that~~the agreement which would give our ~~business~~lenders ~~will~~the ~~generate~~right ~~sufficient~~to ~~cash~~accelerate ~~flow~~all ~~from~~of ~~operations~~the orindebtedness then outstanding under that ~~future~~ ~~borrowings~~agreement. ~~will~~EBITDA be(as ~~available~~defined) torepresents usearnings ~~under~~before ~~our~~interest, ~~revolving~~taxes and depreciation and amortization and certain other adjustments permitted by the definition of EBITDA in the senior secured credit ~~facility~~agreement. EBITDA (as defined) is not prepared in anaccordance ~~amount~~with ~~sufficient~~United toStates ~~enable~~generally accepted usaccounting toprinciples ~~pay~~and ~~our~~should ~~indebtedness~~not be considered as an alternative for net income, ornet tocash ~~fund~~provided ~~our~~by operating activities and other ~~liquidity~~combined ~~needs~~income or cash flow statement data prepared in accordance with United States generally accepted accounting principles or as a measure of profitability or liquidity. ~~Our~~EBITDA ~~ability~~(as todefined), ~~continue~~because toit ~~fund~~is ~~these~~before ~~items~~debt service, capital expenditures, and ~~continue~~working tocapital ~~reduce~~needs, ~~debt~~does not represent cash that is available for other purposes at ~~could~~ our discretion. Our presentation of EBITDA (as defined) may not be ~~adversely~~comparable ~~affected~~to similarly titled measures reported by ~~the~~other ~~occurrence~~companies. The following is a reconciliation of ~~unfavorable~~net ~~events.~~cash provided by operating activities to EBITDA (in thousands):

Special fees

	Three Months Ended						Six Months Ended
	June 28, 2009			June 29, 2008			June 28, 2009			June 29, 2008
Cash and cash equivalents provided by operating activities	$	36,786		$	44,754		$	56,453		$	80,919

Adjustments:
Interest expense		33,414			33,261			66,543			67,096
Interest income		(60	)		(678	)		(131	)		(1,772	)
Amortization of deferred finance costs		(3,002	)		(1,903	)		(6,004	)		(3,806	)
Distributions from investments in unconsolidated entities		(1,315	)		(1,097	)		(1,315	)		(1,732	)
Income from investments in unconsolidated entities		530			586			1,329			2,071
Accretion of bond discount		(208	)		(208	)		(415	)		(416	)
Interest on financing obligations		(634	)		(594	)		(1,258	)		(1,177	)
Income attributable to the noncontrolling interest in UCRP		(726	)		(863	)		(1,212	)		(1,614	)
Change in working capital		12,570			(711	)		(2,898	)		(12,734	)
EBITDA	$	77,355		$	72,547		$	111,092		$	126,835

~~Under our partnership agreement, a “special fee” is payable to Vivendi Universal Entertainment through Universal CPM.~~ The ~~special~~following ~~fee~~ is ~~calculated~~a atreconciliation 5% of ~~certain~~net ~~gross~~loss ~~operating~~attributable ~~revenues, as defined in the UCDP partnership agreement, generated from each of Universal Studios Florida and Universal’s Islands of Adventure. Subsequent~~ to the ~~refinancing~~Partners ~~of our senior secured credit facility in December 2004 (the “2004 Amendment”), the most restrictive quarterly covenant for payment of the special fee is a debt~~ to EBITDA ~~ratio~~ (~~as defined~~ in ~~the senior secured credit facility~~thousands) of 5.0 to 1.0 or less related to the current special fees below $20.0 million and 4.0 to 1.0 or less related to the current and deferred special fees in excess of $20.0 million annually. These ratios were met as of December 31, 2006. Accordingly, during the quarter ended April 1, 2007, we paid fees of $8.2 million to Vivendi Universal Entertainment. As these ratios were met as of April 1, 2007, payments of $7.8 million in special fees will be made during the second quarter of 2007. At April 1, 2007 and December 31, 2006, respectively, our combined balance sheet included $7.8 million and $8.2 million classified as current liabilities related to the current portion of the special fees payable to Vivendi Universal Entertainment. :

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

		Three Months Ended						Six Months Ended
		June 28, 2009			June 29, 2008			June 28, 2009			June 29, 2008
Net income (loss) attributable to the Partners	$	18,960		$	11,798		$	(5,938	)	$	4,108

Adjustments:
Interest expense		33,414			33,261			66,543			67,096
Net change in fair value of interest rate swaps and amortization of accumulated other comprehensive loss		(1,158	)		—			(2,211	)		—
Depreciation and amortization		26,199			28,166			52,829			57,403
Interest income		(60	)		(678	)		(131	)		(1,772	)
EBITDA	$	77,355		$	72,547		$	111,092		$	126,835

~~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 20 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.

17Liquidity and Capital Resources

~~Table~~Cash ~~of Contents~~flows

~~Item~~The 3.following ~~Quantitative~~table ~~and~~summarizes ~~Qualitative~~key ~~Disclosures~~aspects ~~About~~of ~~Market~~our ~~Risk~~cash flows (in thousands):

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

	Six Months Ended
	June 28, 2009		June 29, 2008
Net cash and cash equivalents provided by operating activities	$	56,453	$	80,919
Net cash and cash equivalents used in investing activities		68,530		60,832
Capital expenditures		70,584		60,832
Net cash and cash equivalents used in financing activities		35,633		13,859

	2007		2008		2009		2010			2011			Total		Fair value
Debt:
Fixed rate debt	$	—	$	—	$	—	$	650,000		$	—		$	650,000	$	684,070
Average rate		n/a		n/a		n/a		10.97	%		n/a
Variable rate debt	$	—	$	—	$	—	$	300,000		$	509,000		$	809,000	$	820,930
Average interest rate		n/a		n/a		n/a		10.10	%		7.35	%
Total gross debt	$	—	$	—	$	—	$	950,000		$	509,000		$	1,459,000	$	1,505,000

During the six months ended June 28, 2009 and June 29, 2008, net cash provided by operating activities was $56.5 million and $80.9 million, respectively. This decrease in cash flow from operations of $24.5 million was largely due to the reduction in working capital of $9.8 million and the decrease in net income of $10.4 million, as discussed previously.

WeNet ~~are~~cash ~~exposed~~used toin ~~market~~investing ~~risks~~activities ~~relating~~for tothe ~~fluctuations~~six inmonths ~~interest~~ended ~~rates.~~June We28, ~~may~~2009 ~~mitigate~~and ~~this~~June ~~risk~~29, by2008, ~~paying down~~totaled ~~additional~~$68.5 ~~outstanding~~million ~~balances~~and on$60.8 ~~our~~million, ~~variable~~respectively. ~~rate~~For ~~loans~~both years, ~~refinancing~~the ~~with~~amount ~~fixed~~consisted ~~rate~~primarily ~~permanent~~of ~~debt~~capital orexpenditures. ~~obtaining~~We ~~cash~~make ~~flow~~annual ~~hedge~~investments ~~instruments.~~both Asto aprovide ~~result~~ongoing capital support for our existing park attractions and infrastructure, weand ~~have~~also ~~$359.0 million~~to offund ~~unhedged~~the ~~variable~~development ~~rate~~of ~~debt.~~new ~~Based~~park onattractions ~~these~~and ~~variable-rate~~ infrastructure. ~~obligations,~~We ~~each~~believe 1%these ~~increase~~investments orare ~~decrease~~critical in ~~the~~maintaining ~~level~~our position of ~~interest~~having ~~rates~~technologically ~~would,~~advanced ~~respectively,~~theme ~~increase~~parks orand ~~decrease~~to effectively compete with our ~~annual~~competitors. ~~interest~~These ~~expense~~costs ~~and~~can ~~related~~vary ~~cash~~from ~~payments~~one byyear ~~approximately~~to ~~$3.6 million.~~the next, depending on the timing of the construction cycles.

~~The~~We ~~sensitivity~~estimate ~~analysis~~our ~~described~~capital ~~above~~expenditures, ~~contains~~including ~~certain~~intellectual ~~simplifying~~property ~~assumptions~~rights, ~~(for~~to ~~example,~~be itapproximately ~~assumes~~$110.0 amillion ~~constant~~during ~~level~~2009. ofOur ~~variable-rate~~capital ~~debt~~expenditures ~~for~~in ~~all~~excess ~~maturities and~~of anthe ~~immediate,~~amount ~~across-~~permitted by the~~-board~~ ~~increase~~capital orcovenant ~~decrease~~in our senior secured credit agreement will be funded through partner equity contributions made in ~~the~~2008. ~~level~~A large portion of ~~interest~~this ~~rates~~cost ~~with~~relates noto ~~other~~the ~~subsequent~~design ~~changes~~and ~~for~~construction of the ~~remainder~~upcoming Hollywood Rip Ride RockitSM coaster and Wizarding World of ~~the~~Harry ~~period).~~PotterSM ~~Therefore,~~themed ~~although~~area itwhich ~~gives~~we ananticipate ~~indication~~opening in summer 2009 and no later than the summer of 2010, respectively. We estimate our ~~exposure~~total toanticipated ~~changes~~capital investment in ~~interest~~The ~~rates~~Simpsons RideTM, itwhich ~~is not~~opened ~~intended~~in May 2008, and these two unfinished attractions will range from $275.0 million to ~~predict~~$310.0 ~~future~~million. ~~results~~This ~~and~~includes ~~our~~all ~~actual~~capital expenditures ~~results~~to ~~will~~build ~~likely~~these ~~vary~~attractions except capitalized interest. This also takes into account the net present value of all license fee payments made during the initial terms of the applicable licenses, while excluding license payments made during renewal periods or merchandise royalties.

WeDuring ~~are~~the ~~exposed~~six tomonths ~~credit~~ended ~~loss~~June in28, ~~the~~2009 ~~event~~and ofJune ~~nonperformance~~29, by2008, ~~the~~net ~~other party~~cash toused ~~the~~for ~~derivative~~financing ~~financial~~activities ~~instruments~~totaled $35.6 Wemillion ~~limit~~and ~~this~~$13.9 ~~exposure~~million, byrespectively, ~~entering~~which ~~into~~almost ~~agreements~~entirely ~~directly~~related ~~with~~to adistributions ~~number~~made ofto ~~major~~the ~~financial~~Partners ~~institutions~~for ~~that~~their ~~meet~~expected ~~our~~payments ~~credit~~of ~~standards~~income ~~and~~taxes ~~that~~based ~~are~~on ~~expected~~our toprior ~~satisfy~~year ~~fully~~financial ~~their obligations under the contracts~~results.

~~Item 4. Controls and Pr ocedures~~ 21

~~Universal~~Financial ~~City Florida Holding Co. I and Universal City Florida Holding Co. II~~ position

The ~~management~~following oftable ~~Universal~~summarizes ~~City~~key ~~Florida~~aspects Holding Co. I and Universal City Florida Holding Co. II (collectively “UCHC”) carried out an evaluation, with the participation of UCHC’s Principal Executive Officer and Principal Financial Officer, of the effectiveness of UCHC’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, UCHC’s Principal Executive Officer and Principal Financial Officer concluded that UCHC’s disclosure controls and procedures were effective to ensure that information required to be disclosed by UCHC in ~~the~~our ~~reports~~financial ~~that~~position ~~it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized~~ and ~~reported~~liquidity ~~within the time periods specified~~ (in ~~the rules, regulations and forms promulgated by the Securities and Exchange Commission.~~ thousands):

There was no change in UCHC’s internal control over financial reporting during the quarter ended April 1, 2007 that has materially affected, or is reasonably likely to materially affect, UCHC’s internal control over financial reporting.

	June 28, 2009		December 31, 2008
Cash and cash equivalents	$	50,640	$	98,350
Unused portion of revolving credit facilities		100,000		100,000
Current portion of long-term borrowings, capital lease and financing obligations		1,463,936		5,822
Total long-term obligations (1)		28,644		1,485,889

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

~~UCFH~~At IJune ~~Finance~~28, ~~Inc~~2009, our total debt was $1,458.4 million, which included $450.0 million outstanding under the bonds due in May 2010, $499.4 million outstanding under the bonds due in April 2010 ($500.0 million, net of a remaining discount of $0.6 million) and ~~UCFH~~$509.0 IImillion ~~Finance~~outstanding under UCDP’s term loan under the senior secured credit facilities. At June 28, ~~Inc~~2009, we also had $150.6 million in cash and cash equivalents and unused revolving credit, consisting of $50.6 million in cash and cash equivalents and $100.0 million available under our revolving credit facility. UCDP’s senior secured credit agreement and bonds contain certain customary limitations. We believe we were in compliance with all financial covenants as of June 28, 2009. Both issuances of notes are due in 2010, while UCDP’s senior secured credit agreement calls for quarterly principal installments of 0.25% with the remainder due on June 6, 2011. During 2006, UCDP made a voluntary prepayment in the amount of $30.0 million, effectively prepaying all of the principal amounts that would have been due up until the facilities maturity date. As a result of the amendment in July 2008, UCDP’s senior secured credit facility is repayable in full on April 1, 2010, if the April 2010 notes and the May 2010 notes are not refinanced or repaid in full prior to such date. It is highly unlikely that we will be able to generate enough cash to pay these balances in full prior to the specified due dates which would then necessitate refinancing our long-term debt. Furthermore, our access to capital markets and our ability to issue various securities to raise capital could be affected by further reductions in our bond ratings, which were downgraded in the first quarter of 2009. Specifically, the downgrades in our bond rating could result in increased interest rates or other incremental borrowing costs when we attempt to refinance our long-term debt.

~~The~~Additionally, ~~management~~we ofhave ~~UCFH~~an Iagreement ~~Finance,~~(the ~~Inc.~~“Consultant ~~and~~Agreement”) ~~UCFH~~with IISteven ~~Finance,~~Spielberg ~~Inc.~~ (~~collectively~~the “~~Finance~~Consultant”) ~~carried~~under ~~out~~which anwe ~~evaluation,~~pay ~~with~~a ~~the~~fee ~~participation~~for consulting services and exclusivity equal to a percentage of ~~Finance’s Principal~~our ~~Executive~~gross ~~Officer~~revenues from the attractions and ~~Principal~~certain ~~Financial~~other ~~Officer~~facilities owned or operated, in whole or in part, by us. Under the terms of the ~~effectiveness~~Consultant Agreement, the Consultant is also entitled to a fee based on a percentage of ~~Finance’s~~gross ~~disclosure~~revenues ~~controls~~of comparable projects, which are gated motion picture and ~~procedures~~television asthemed attractions owned or operated, in whole or in part, by us, or any of ~~the~~our ~~end~~partners or any of their affiliates, other than in Universal City, California. At present, the ~~period~~only ~~covered~~theme bypark ~~this~~that ~~report~~is a comparable project is Universal Studios Japan in Osaka, Japan. ~~Based~~It ~~upon~~is possible that ~~evaluation~~comparable projects will be created in the future that would fall under the Consultant Agreement. For instance, ~~Finance’s~~Vivendi ~~Principal~~Universal ~~Executive~~Entertainment has entered into licensing arrangements for Universal theme parks in Singapore and Dubai. The Consultant may also be entitled to participate in certain sales of equity by our partners and to participate in certain real estate development activities of our partners or their affiliates. Although the Consultant Agreement has no expiration date, starting in June 2010, the Consultant has the right, upon 90 days notice, to ~~Officer~~ terminate the periodic payments under the Consultant Agreement and ~~Principal~~receive ~~Financial~~instead ~~Officer~~one ~~concluded~~cash ~~that~~payment ~~Finance~~equal to the fair market value of the Consultant’s ~~disclosure~~interest ~~controls~~in the revenue streams in the Orlando parks and ~~procedures~~any ~~were~~comparable ~~effective~~projects tothat ~~ensure~~have been open at that ~~information~~time ~~required~~for toat least one year, which fair market value could be ~~disclosed~~significant. If the Consultant exercises the option and the parties cannot agree on the fair market value of the buyout option, the fair market value will be determined by ~~Finance~~a inbinding appraisal procedure. We represented under the ~~reports~~agreement that itthe ~~files~~Consultant’s interest in each of our parks and in any comparable projects will have priority over the interests of all financiers, lenders and others who may have an interest in that park or ~~submits~~project. Our obligations under the ~~Securities Exchange~~agreement ~~Act~~are ofguaranteed ~~1934~~by isUniversal ~~recorded~~Studios, ~~processed~~Inc., ~~summarized~~as successor to MCA Inc., and ~~reported~~Universal ~~within~~Studios, ~~the~~Inc.’s ~~time~~obligations ~~periods~~under ~~specified~~that guarantee have in turn been assumed by Vivendi Universal Entertainment. Vivendi Universal Entertainment has indemnified us against any liability under the ~~rules,~~Consultant ~~regulations~~Agreement ~~and~~related ~~forms~~to ~~promulgated~~any comparable project that is not owned or controlled by us. Under the ~~Securities~~terms of the May 2010 and ~~Exchange~~April ~~Commission~~2010 notes and the senior secured credit agreement, a lien to secure our obligations under the Consultant Agreement would be a permitted lien. This event would adversely impact our liquidity.

~~There was no change in Finance’s internal control over financial reporting during the quarter ended April 1, 2007 that has materially affected, or is~~ ~~reasonably likely to materially affect, Finance’s internal control over financial reporting.~~ 22

18We believe that funds generated from UCDP’s operations and our available borrowing capacity will be adequate to fund our debt service requirements, capital expenditures and working capital requirements up to, but not including, April 1, 2010, which is the early maturity date on the term loan component of the senior secured credit facilities. Although we believe that our current financial position and financing options will provide flexibility in financing activities and permit us to respond to changing conditions, we cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under UCDP’s 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. For more information, see Item 1A. Risk Factors – Risks Related to Our Indebtedness in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

~~Table~~Special ~~of Contents~~fees

PUnder UCDP’s partnership agreement, a “special fee” is payable to Vivendi Universal Entertainment through Universal CPM. The special fee is calculated at 5% of certain gross operating revenues, as defined in the UCDP partnership agreement, generated from each of Universal Studios Florida and Universal’s Islands of Adventure. Subsequent to our refinancings in December 2004, the most ~~ART~~ restrictive IIquarterly —covenant ~~OTHER~~for ~~INFORMATION~~payment of the special fee is a debt to EBITDA ratio (as defined in the April 2010 notes) of 5.0 to 1.0 or less related to the current special fees and 3.75 to 1.0 or less related to the deferred special fees (as defined in the senior secured credit agreement). These ratios were met as of March 29, 2009 and December 31, 2008. Accordingly, during the three and six months ended June 28, 2009, we paid fees of $6.8 million and $15.7 million, respectively to Vivendi Universal Entertainment. As these ratios were also met as of June 28, 2009, a payment of $9.1 million in special fees will be made during the third quarter of 2009. At June 28, 2009 and December 31, 2008, respectively, our combined balance sheet included $9.1 million and $8.9 million classified as current liabilities related to the current portion of the special fees payable to Vivendi Universal Entertainment.

~~Item~~CAUTIONARY 1.NOTE ~~Legal~~REGARDING ~~Proceed~~FORWARD-LOOKING ~~ings~~STATEMENTS

~~See~~Certain ~~Note~~statements 7appearing ~~Litigation~~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 ~~Part I~~report, —the ~~Item 1~~words ~~Condensed~~“estimates,” ~~Combined~~“expects,” ~~Financial~~“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. All forward looking statements, including, without ~~Statements~~ limitation, management’s examination of historical operating trends and data, are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in ~~this~~good ~~document~~faith ~~for~~and we believe there is a ~~detailed~~reasonable ~~description~~basis for them. However, there can be no assurance that management’s expectations, beliefs and projections will be achieved. 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 ~~current~~the risks and uncertainties that may cause such differences include, but are not limited to, risks and uncertainties relating to the global recession and its duration, severity and impact on overall consumer activity; 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; the seasonality of our business; the substantial indebtedness of us and our subsidiaries; and the difficulty we may face in refinancing our indebtedness due to the turmoil and lack of liquidity in the credit markets and the Consultant’s right to exercise his put option starting in June 2010. 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. All forward looking statements attributable to us or persons acting on our behalf apply only as of the date of this report and are expressly qualified in their entirety by the cautionary statements included in this report. We undertake no obligation to update or revise forward looking statements which may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, except as required by law.

~~Item 1A. Risk Fact ors~~ 23

~~See Part I —~~ Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 for a discussion regarding some of the reasons that our actual operating results may differ materially from those that we anticipate3. ~~There~~Quantitative ~~have~~and ~~been~~Qualitative noDisclosures ~~material~~About ~~changes~~Market ~~from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006.~~ Risk

~~Item~~The 2.following ~~Unr~~is ~~egistered~~a ~~Sales~~schedule of ~~Equity~~our ~~Securities~~fixed and ~~Use~~variable rate debt maturities and principal payments for each of ~~Proceeds~~the next five years, and thereafter (in thousands, except for percentages):

Not applicable.

	2009		2010			2011			2012		2013		Total		Fair value
Debt:

Fixed rate debt	$	—	$	650,000		$	—		$	—	$	—	$	650,000	$	590,000

Average rate		n/a		10.97	%		n/a			n/a

Variable rate debt	$	—	$	300,000		$	509,000		$	—	$	—	$	809,000	$	739,730

Average interest rate		n/a		5.83	%		7.04	%		n/a

Total gross debt	$	—	$	950,000		$	509,000		$	—	$	—	$	1,459,000	$	1,329,730

(1) Amounts exclude discounts and therefore represent gross maturities. The maturity date of the term loan under the senior secured credit facilities in the amount of $509.0 million is June 9, 2011; however, it is repayable in full at April 1, 2010, if the April 2010 and the May 2010 notes are not refinanced or repaid in full prior to such date.

~~Item 3. Defaults upon Senior Securities~~ 24

~~Not~~The ~~applicable.~~following table is a schedule of our interest rate swap agreements including notional amounts, weighted average interest rates by expected maturity dates and fair value (in thousands):

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

	2009			2010		2011		2012		2013		Total		Fair value
Interest Rate Swap:

Variable to Fixed	$	325,000		$	—	$	—	$	—	$	—	$	325,000	$	(4,640	)

Average pay rate		4.63	%		n/a		n/a		n/a		n/a		n/a		n/a

Average receive rate		1.08	%		n/a		n/a		n/a		n/a		n/a		n/a

Fixed to Variable		n/a			n/a		n/a		n/a		n/a		n/a		n/a

Average pay rate		n/a			n/a		n/a		n/a		n/a		n/a		n/a

Average receive rate		n/a			n/a		n/a		n/a		n/a		n/a		n/a

Total notional amounts	$	325,000		$	—	$	—	$	—	$	—	$	325,000	$	(4,640	)

~~None~~We are exposed to market risks relating to fluctuations in interest rates. We may mitigate this risk by paying down additional outstanding balances on our variable rate loans, refinancing with fixed rate permanent debt or obtaining cash flow hedge instruments. As a result, we have $484.0 million of unhedged variable rate debt as of June 28, 2009. 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 $4.8 million.

~~Item~~The 5sensitivity analysis described above, contains certain simplifying assumptions, (for example, it assumes a constant level of variable-rate debt for all maturities and an immediate, across-the-board increase or decrease in the level of interest rates with no other subsequent changes for the remainder of the period). ~~Other~~Therefore, ~~Information~~although it gives an indication of our exposure to changes in interest rates, it is not intended to predict future results and our actual results will likely vary.

~~Not~~We ~~applicable~~are exposed to credit loss in the event of nonperformance by the other party to the derivative financial instruments. We limit this exposure by entering into agreements directly with a number of major financial institutions that meet our credit standards and that are expected to satisfy their obligations under the contracts.

19For more information about our interest rate swaps see Note 6 to the combined financial statements of our annual report on Form 10-K for the fiscal year ended December 31, 2008.

~~Table of Contents~~ 25

Item 64. ~~Exhibits.~~Controls and Procedures

a)Universal ~~Exhibits~~City Florida Holding Co. I and Universal City Florida Holding Co. II

31(i).1		Certification of Principal Executive Officer of Universal City Florida Holding Co. I. Pursuant to Rule 13a-14(a) or Rule 15d-14(a).
31(i).2		Certification of Principal Financial Officer of Universal City Florida Holding Co. I. Pursuant to Rule 13a-14(a) or Rule 15d-14(a).
31(i).3		Certification of Principal Executive Officer of UCFH I Finance, Inc. Pursuant to Rule 13a-14(a) or Rule 15d-14(a).
31(i).4		Certification of Principal Financial Officer of UCFH I Finance, Inc. Pursuant to Rule 13a-14(a) or Rule 15d-14(a).
31(i).5		Certification of Principal Executive Officer of Universal City Florida Holding Co. II. Pursuant to Rule 13a-14(a) or Rule 15d-14(a).
31(i).6		Certification of Principal Financial Officer of Universal City Florida Holding Co. II. Pursuant to Rule 13a-14(a) or Rule 15d-14(a).
31(i).7		Certification of Principal Executive Officer of UCFH II Finance, Inc. Pursuant to Rule 13a-14(a) or Rule 15d-14(a).
31(i).8		Certification of Principal Financial Officer of UCFH II Finance, Inc. Pursuant to Rule 13a-14(a) or Rule 15d-14(a).
32.1		Certification of Principal Executive Officer of Universal City Florida Holding Co. I. Pursuant to 18 U.S.C. Section 1350.
32.2		Certification of Principal Financial Officer of Universal City Florida Holding Co. I. Pursuant to 18 U.S.C. Section 1350.
32.3		Certification of Principal Executive Officer of UCFH I Finance, Inc. Pursuant to 18 U.S.C. Section 1350.
32.4		Certification of Principal Financial Officer of UCFH I Finance, Inc. Pursuant to 18 U.S.C. Section 1350.
32.5		Certification of Principal Executive Officer of Universal City Florida Holding Co. II. Pursuant to 18 U.S.C. Section 1350.
32.6		Certification of Principal Financial Officer of Universal City Florida Holding Co. II. Pursuant to 18 U.S.C. Section 1350.
32.7		Certification of Principal Executive Officer of UCFH II Finance, Inc. Pursuant to 18 U.S.C. Section 1350.
32.8		Certification of Principal Financial Officer of UCFH II Finance, Inc. Pursuant to 18 U.S.C. Section 1350.

The management of Universal City Florida Holding Co. I and Universal City Florida Holding Co. II (collectively “UCHC”) carried out an evaluation, with the participation of UCHC’s Principal Executive Officer and Principal Financial Officer, of the effectiveness of UCHC’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, UCHC’s Principal Executive Officer and Principal Financial Officer concluded that UCHC’s disclosure controls and procedures were effective to ensure that information required to be disclosed by UCHC 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.

20There was no change in UCHC’s internal control over financial reporting during the quarter ended June 28, 2009 that has materially affected, or is reasonably likely to materially affect, UCHC’s internal control over financial reporting.

~~Table~~UCFH ofI ~~Contents~~Finance, Inc. and UCFH II Finance, Inc.

~~SIG~~The management of UCFH I Finance, Inc. and UCFH II Finance, Inc. (collectively “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 ~~NATURES~~ 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.

~~Pursuant~~There towas ~~the~~no ~~requirements~~change ofin ~~the~~Finance’s ~~Securities~~internal ~~Exchange~~control ~~Act~~over offinancial ~~1934,~~reporting during the ~~Registrants~~quarter ~~have~~ended ~~duly~~June ~~caused~~28, ~~this~~2009 ~~report~~that ~~to be~~has ~~signed~~materially onaffected, ~~its~~or ~~behalf~~is byreasonably ~~the~~likely ~~undersigned~~to ~~thereunto~~materially ~~duly~~affect, ~~authorized.~~Finance’s internal control over financial reporting.

	UNIVERSAL CITY FLORIDA HOLDING CO. I
Date: May 11, 2007	By:	/s/ Tracey L. Stockwell
	Name:	Tracey L. Stockwell
	Title:	Treasurer/Chief Financial Officer
	UCFH I FINANCE, INC.
Date: May 11, 2007	By:	/s/ Tracey L. Stockwell
	Name:	Tracey L. Stockwell
	Title:	Treasurer/Chief Financial Officer
	UNIVERSAL CITY FLORIDA HOLDING CO. II
Date: May 11, 2007	By:	/s/ Tracey L. Stockwell
	Name:	Tracey L. Stockwell
	Title:	Treasurer/Chief Financial Officer
	UCFH II FINANCE, INC.
Date: May 11, 2007	By:	/s/ Tracey L. Stockwell
	Name:	Tracey L. Stockwell
	Title:	Treasurer/Chief Financial Officer

21PART II — OTHER INFORMATION

Item 1.

Legal Proceedings

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

Item 1A.

Risk Factors

See Part I — Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as updated in Part II – Item IA of our Quarterly Report on Form 10-Q for the quarter ended March 29, 2009, for a discussion regarding some of the reasons that our actual operating results may differ materially from those that we anticipate.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3.

Defaults upon Senior Securities

Not applicable.

Item 4.

Submission of Matters to a Vote of Security Holders

None.

Item 5.

Other Information

None.

Item 6.

Exhibits.

a) Exhibits


31(i).1		Certification of Principal Executive Officer of Universal City Florida Holding Co. I. Pursuant to Rule 13a-14(a) or Rule 15d-14(a).

31(i).2		Certification of Principal Financial Officer of Universal City Florida Holding Co. I. Pursuant to Rule 13a-14(a) or Rule 15d-14(a).

31(i).3		Certification of Principal Executive Officer of UCFH I Finance, Inc. Pursuant to Rule 13a-14(a) or Rule 15d-14(a).

31(i).4		Certification of Principal Financial Officer of UCFH I Finance, Inc. Pursuant to Rule 13a-14(a) or Rule 15d-14(a).

31(i).5		Certification of Principal Executive Officer of Universal City Florida Holding Co. II. Pursuant to Rule 13a-14(a) or Rule 15d-14(a).

31(i).6		Certification of Principal Financial Officer of Universal City Florida Holding Co. II. Pursuant to Rule 13a-14(a) or Rule 15d-14(a).

31(i).7		Certification of Principal Executive Officer of UCFH II Finance, Inc. Pursuant to Rule 13a-14(a) or Rule 15d-14(a).

31(i).8		Certification of Principal Financial Officer of UCFH II Finance, Inc. Pursuant to Rule 13a-14(a) or Rule 15d-14(a).

32.1		Certification of Principal Executive Officer of Universal City Florida Holding Co. I. Pursuant to 18 U.S.C. Section 1350.

32.2		Certification of Principal Financial Officer of Universal City Florida Holding Co. I. Pursuant to 18 U.S.C. Section 1350.

32.3		Certification of Principal Executive Officer of UCFH I Finance, Inc. Pursuant to 18 U.S.C. Section 1350.

32.4		Certification of Principal Financial Officer of UCFH I Finance, Inc. Pursuant to 18 U.S.C. Section 1350.

32.5		Certification of Principal Executive Officer of Universal City Florida Holding Co. II. Pursuant to 18 U.S.C. Section 1350.

32.6		Certification of Principal Financial Officer of Universal City Florida Holding Co. II. Pursuant to 18 U.S.C. Section 1350.

32.7		Certification of Principal Executive Officer of UCFH II Finance, Inc. Pursuant to 18 U.S.C. Section 1350.

32.8		Certification of Principal Financial Officer of UCFH II Finance, Inc. Pursuant to 18 U.S.C. Section 1350.

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 FLORIDA HOLDING CO. I

Date: August 6, 2009	By:	/s/ Tracey L. Stockwell
	Name:	Tracey L. Stockwell
	Title:	Principal Financial Officer

	UCFH I FINANCE, INC.

Date: August 6, 2009	By:	/s/ Tracey L. Stockwell
	Name:	Tracey L. Stockwell
	Title:	Principal Financial Officer

	UNIVERSAL CITY FLORIDA HOLDING CO. II

Date: August 6, 2009	By:	/s/ Tracey L. Stockwell
	Name:	Tracey L. Stockwell
	Title:	Principal Financial Officer

	UCFH II FINANCE, INC.

Date: August 6, 2009	By:	/s/ Tracey L. Stockwell
	Name:	Tracey L. Stockwell
	Title:	Principal Financial Officer

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