RRD3 - 2009 Reference Document - WordPress.com€¦ · Euro Disney S.C.A. – 2009 Reference Document 6 Phase IB Financing Companies The six special purpose companies1 (the "Phase

French limited partnership with a share capital of € 38,976,490 Registered office: Immeubles Administratifs, Route Nationale 34, 77700 Chessy, France

R.C.S. 334 173 887 Meaux.

REFERENCE DOCUMENT Pursuant to Article 212-13 of the Règlement général of the Autorité des marchés financiers ("AMF"), the present Reference Document was filed with the AMF on January 28, 2010. This document has been prepared by the issuer and under the responsibility of its signatories. This document cannot be used for a financial operation unless it is completed by a note d'opération approved by the AMF.

TABLE OF CONTENT

A. GENERAL OVERVIEW OF THE GROUP......................................................................................................3 A.1. DESCRIPTION OF THE GROUP ......................................................................................................................................... 4

A.1.1. Corporate Organization of the Group ........................................................................................................ 4 A.1.2. Simplified Ownership Structure of the Group as of September 30, 2009.................................................... 7 A.1.3. Operational Organization of the Group ..................................................................................................... 8 A.1.4. Geographical Situation of the Resort........................................................................................................ 16

A.2. STRATEGY OF THE GROUP ........................................................................................................................................... 17 A.2.1. Strategic Overview.................................................................................................................................... 17 A.2.2. Marketing and Sales Overview ................................................................................................................. 19

A.3. HISTORY AND DEVELOPMENT OF THE GROUP .............................................................................................................. 21 A.3.1. Development of the Resort and its Surrounding Areas ............................................................................. 21 A.3.2. Financing of the Resort's Development .................................................................................................... 22

A.4. SIGNIFICANT AGREEMENTS OF THE GROUP .................................................................................................................. 26 A.4.1. Significant Undertakings Related to the Resort's Development ................................................................ 26 A.4.2. Other Significant Operating Agreements.................................................................................................. 30

B. ANNUAL FINANCIAL REPORT....................................................................................................................31 B.1. KEY CONSOLIDATED FINANCIAL DATA ....................................................................................................................... 32 B.2. GROUP AND PARENT COMPANY MANAGEMENT REPORT.............................................................................................. 34 B.3. CONSOLIDATED FINANCIAL STATEMENTS.................................................................................................................... 73 B.4. STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS.................................................... 122 B.5. COMPANY FINANCIAL STATEMENTS PREPARED UNDER FRENCH ACCOUNTING PRINCIPLES........................................ 124 B.6. STATUTORY AUDITORS' REPORT ON THE FINANCIAL STATEMENTS............................................................................. 135 B.7. STATUTORY AUDITORS' SPECIAL REPORT ON RELATED-PARTY AGREEMENTS AND COMMITMENTS............................ 137 B.8. SUPERVISORY BOARD GENERAL REPORT ON EURO DISNEY S.C.A., ITS SUBSIDIARIES AND CONSOLIDATED ENTITIES 139 B.9. EURO DISNEY S.C.A. SUPERVISORY BOARD SPECIAL REPORT ON RELATED-PARTY AGREEMENTS ............................ 141

C. ADDITIONAL INFORMATION ...................................................................................................................142 C.1. THE COMPANY AND ITS CORPORATE GOVERNANCE................................................................................................... 143

C.1.1. The Company .......................................................................................................................................... 143 C.1.2. The Company's Corporate Governance Bodies ...................................................................................... 146 C.1.3. Report of the Chairman of the Supervisory Board on the Organization and Role of the Supervisory Board

and on the Company's Internal Control Organization and Procedures.................................................. 151 C.1.4. Statutory Auditors' Report on the report prepared by the Chairman of the Supervisory Board ............. 162

C.2. INFORMATION CONCERNING THE SHARE CAPITAL OF THE COMPANY ......................................................................... 164 C.2.1. Amount and Changes to the Share Capital ............................................................................................. 164 C.2.2. Reverse Stock Split.................................................................................................................................. 164 C.2.3. Liquidity Contracts ................................................................................................................................. 165 C.2.4. Breakdown of the Share Capital and Voting Rights................................................................................ 165 C.2.5. Markets for the Securities of the Company ............................................................................................. 168 C.2.6. Market Information................................................................................................................................. 169 C.2.7. Dividends ................................................................................................................................................ 169

C.3. INFORMATION CONCERNING THE GROUP'S FINANCIAL COVENANT OBLIGATIONS....................................................... 171 C.3.1. Performance Indicator............................................................................................................................ 171 C.3.2. Changes in Accounting Principles .......................................................................................................... 175

C.4. DOCUMENTS AVAILABLE TO THE PUBLIC................................................................................................................... 176 C.4.1. Consultation of the Documents and Information related to the Company .............................................. 176 C.4.2. List of the Information Published or Made Available to the Public over the Past Twelve Months Pursuant to

Article L.451-1-1 of the Code monétaire et financier and Article 222-7 of the Règlement général of the AMF .................................................................................................................................................. 176

C.5. RESPONSIBILITY FOR THIS REFERENCE DOCUMENT AND ANNUAL FINANCIAL REPORT ............................................... 178 C.5.1. Certification of the Person Responsible for this Reference Document and Annual Financial Report .... 178 C.5.2. Person Responsible for the Information ................................................................................................. 178 C.5.3. Statutory Auditors ................................................................................................................................... 179

GLOSSARY.................................................................................................................................................................181 TABLES OF CORRESPONDENCE.........................................................................................................................185

TECHNICAL AND OTHER KEY TERMS INDICATED THROUGHOUT THE DOCUMENT BY THE USE OF CAPITALS ARE DEFINED IN THE GLOSSARY.

This document is a translation from French into English and has no other value than an informative one. Should there be any difference between the French and the English version, only the text in French language shall be deemed authentic and considered as expressing the exact information published by the Group.

Euro Disney S.C.A. – 2009 Reference Document 3

A. GENERAL OVERVIEW OF THE GROUP

GENERAL OVERVIEW OF THE GROUP Description of the Group


A.1. DESCRIPTION OF THE GROUP Euro Disney S.C.A. (the "Company"), with its owned and controlled subsidiaries (the "Legally Controlled Group") and its consolidated special-purpose financing companies (the "Financing Companies"), together the "Group", operates the Disneyland® Paris site (the "Resort") and its surrounding areas since April 12, 1992 (the "Opening Day"). The Resort is comprised of the Disneyland® Park and the Walt Disney Studios® Park (collectively the "Theme Parks"), seven themed hotels (the "Hotels") with approximately 5,800 rooms, two convention centers, the Disney® Village entertainment center, comprising shopping and restaurant facilities, and the Golf Disneyland®, a 27-hole golf course (the "Golf Course"). The Group's operating activities also include the management and development of the approximately 2,000-hectare site, about half of which is yet to be developed. Most of the Resort's facilities are leased from the Financing Companies, with the exception of the Walt Disney Studios Park, certain attractions in the Disneyland Park, two hotels and the Golf Course, which are owned by the Legally Controlled Group. The Legally Controlled Group has no ownership interest in the Financing Companies. The Resort is modeled on the theme parks and resort concepts developed and used by The Walt Disney Company ("TWDC") for its own theme parks and hotel infrastructure. The Company was granted a license to use any present or future intellectual or industrial property rights of TWDC (see section A.4.1. "License Agreement" for more details). A.1.1. Corporate Organization of the Group Euro Disney S.C.A. - Holding Company Euro Disney S.C.A. is a French limited partnership, listed on Euronext Paris, and is the holding company of the Legally Controlled Group. The main asset of the Company is its investment in 82% of the share capital of its subsidiary, Euro Disney Associés S.C.A. ("EDA"). The general partner of the Company is EDL Participations S.A.S., a French simplified corporation and an indirect wholly-owned subsidiary of TWDC. The management company of the Company is Euro Disney S.A.S. (the "Gérant"), also a French simplified corporation and an indirect wholly-owned subsidiary of TWDC. Operating Companies Euro Disney Associés S.C.A. EDA operates the Disneyland Park and the Walt Disney Studios Park, the Disneyland® Hotel, the Disney's Davy Crockett Ranch® and the Golf Course and manages the real estate development operating segment of the Group. EDA, structured as a French limited partnership, is a direct subsidiary of the Company, which holds 82% of its share capital. The remaining 18% is held by two French simplified corporations that are indirect wholly-owned subsidiaries of TWDC: EDL Corporation S.A.S. and Euro Disney Investments S.A.S. The general partners of EDA are Euro Disney Commandité S.A.S., a French simplified corporation and a direct wholly-owned subsidiary of the Company, EDL Corporation S.A.S. and Euro Disney Investments S.A.S. The management company is Euro Disney S.A.S.



EDL Hôtels S.C.A. EDL Hôtels S.C.A., a wholly-owned subsidiary of EDA, operates all of the Hotels (except the Disneyland® Hotel and the Disney's Davy Crockett Ranch®), as well as the Disney® Village, and is also structured as a French limited partnership. The general partner of EDL Hôtels S.C.A. is EDL Hôtels Participations S.A.S., a French simplified corporation directly wholly-owned by EDA. The management company of EDL Hôtels S.C.A. is also Euro Disney S.A.S. Financing Companies The Financing Companies described below are not owned by the Legally Controlled Group but are included in the consolidated reporting group under International Financial Reporting Standards ("IFRS1") (see section B.3. "Significant Policies Applied by the Group – Consolidation Principles"). Phase IA Financing Company Euro Disneyland S.N.C. (the "Phase IA Financing Company"), structured as a French partnership, leases the assets of the Disneyland® Park and the underlying land to EDA, under a financial lease (see section A.3. for more details). The partners of the Phase IA Financing Company are various banks, financial institutions and companies holding an aggregate participation of 83%, and Euro Disneyland Participations S.A.S., a French simplified corporation and an indirect wholly-owned subsidiary of TWDC, holding a participation of 17%. EDA is jointly liable for a significant portion of the indebtedness of the Phase IA Financing Company (approximately 73% of the outstanding indebtedness due under the Phase IA Credit Facility2). The partners are subject to unlimited joint and several liability for the financial obligations of the Phase IA Financing Company. However, the banks that are parties to the Phase IA Credit Facility and the Caisse des Dépôts et Consignations ("CDC"), with regards to its loans, have waived any recourse against the partners of the Phase IA Financing Company. The Phase IA Financing Company has generated tax losses due to interest charges during the construction period and depreciation expenses from Opening Day until December 31, 1996. The legal structure of the Phase IA Financing Company enabled its partners to benefit from these French tax losses and, in return, the partners agreed to provide subordinated partner advances to the Phase IA Financing Company at a favorable interest rate. The management company of the Phase IA Financing Company is Société de Gérance d'Euro Disneyland S.A.S., a French simplified corporation and an indirect wholly-owned subsidiary of TWDC.

1 The term "IFRS" refers collectively to International Accounting Standards ("IAS"), International Financial Reporting Standards ("IFRS"), Standing Interpretations Committee ("SIC") interpretations and International Financial Reporting Interpretations Committee ("IFRIC") interpretations issued by the International Accounting Standards Board ("IASB"). 2 Corresponds to a credit facility agreement between EDA, the Phase IA Financing Company and a syndicate of international banks. See section B.3. "Borrowings – Credit Facility - Phase IA" for more details.



Phase IB Financing Companies The six special purpose companies1 (the "Phase IB Financing Companies") which were established for the financing of five theme hotels and the Disney® Village, defined as the "Phase IB Facilities", are structured as French partnerships and are governed by the same principles as the Phase IA Financing Company. Each of these companies (i) rents from EDL Hôtels S.C.A. the land on which the related hotel or the Disney Village facilities, as the case may be, are located, (ii) owns the related hotel or the Disney Village, as the case may be, and (iii) leases the related hotel or the Disney Village, to EDL Hôtels S.C.A. (see section A.3. for more details). The partners of the Phase IB Financing Companies are various banks and financial institutions that are also lenders to the Phase IB Financing Companies. EDL Hôtels S.C.A. has guaranteed all the obligations of the Phase IB Financing Companies with respect to the loans extended by their lenders and partners. The partners of the Phase IB Financing Companies are subject to unlimited joint and several liability for the obligations of the Phase IB Financing Companies. However, the lenders of the Phase IB Financing Companies have waived any recourse against the partners of the Phase IB Financing Companies. The Phase IB Financing Companies have consistently generated tax losses primarily due to interest charges during the construction period and depreciation expense from Opening Day until December 31, 1995 (with the exception of Centre de Divertissements Associés S.N.C., which generated tax losses until December 31, 1998). The legal structures of the Phase IB Financing Companies enabled their partners to benefit from these French tax losses and, in return, the partners agreed to provide subordinated partner advances to the Phase IB Financing Companies at a favorable interest rate. The management company of each of the Phase IB Financing Companies is EDL Services S.A.S., a direct wholly-owned subsidiary of EDA. Centre de Congrès Newport S.A.S. Centre de Congrès Newport S.A.S., a French simplified corporation and an indirect wholly-owned subsidiary of TWDC, entered into a ground lease with EDL Hôtels S.C.A. pursuant to which it financed the construction of the Newport Bay Club Convention Center. Upon completion, the Newport Bay Club Convention Center was leased back to EDL Hôtels S.C.A.

1 The six Phase IB Financing Companies are as follows: Hotel New York Associés S.N.C., Newport Bay Club Associés S.N.C., Sequoia Lodge Associés S.N.C., Hotel Cheyenne Associés S.N.C., Hotel Santa Fe Associés S.N.C. and Centre de Divertissements Associés S.N.C. These companies rent the land on which the following hotels are located from EDL Hôtels S.C.A: Disney's Hotel New York®, Disney's Newport Bay Club®, Disney's Sequoia Lodge®, Disney's Hotel Cheyenne®, Disney's Hotel Santa Fe® and Disney Village, respectively.



A.1.2. Simplified Ownership Structure of the Group as of September 30, 2009

See section B.3. "Description of the Group – Structure of the Group" for a comprehensive schedule of entities comprising the Group.



A.1.3. Operational Organization of the Group The Group operates in the following operating segments:

• Resort operating segment includes the operation of the Theme Parks, the Hotels and the Disney® Village, and the various services that are provided to guests visiting the Resort destination; and

• Real estate development operating segment includes the design, planning as well as monitoring of

improvements and additions to the existing Resort activity, as well as other retail, office and residential real estate projects, whether financed internally or through third-party partners.

Operating Segments Data (€ in millions, except where indicated) 2009 2008 2007 Key Components of Operating Results:

Total Group revenues

Resort operating segment 1,212.7 1,283.5 1,195.1 Real estate development operating segment 17.9 41.0 19.3

1,230.6 1,324.5 1,214.4

Total Group costs and expenses Resort operating segment (1,195.4) (1,207.6) (1,147.7)Real estate development operating segment (8.8) (26.4) (15.9)

(1,204.2) (1,234.0) (1,163.6)

Total Group net profit / (loss) Resort operating segment (72.0) (12.9) (45.6)Real estate development operating segment 9.0 14.6 4.0

(63.0) 1.7 (41.6) Key Operating Indicators:

Theme Parks

Attendance (in millions of guests) (1) 15.4 15.3 14.5Average spending per guest (in €) (2) 44.22 46.32 44.95

Hotels

Occupancy rate (3) 87.3% 90.9% 89.3%Average spending per room (in €) (4) 201.24 211.39 197.88

(1) Theme Parks attendance is recorded on a "first click" basis, meaning that a person visiting both parks in a single day is counted as only one

visitor. (2) Average daily admission price and spending on food, beverage, merchandise and other services sold in the Theme Parks, excluding value added

tax. (3) Average daily rooms sold as a percentage of total room inventory (approximately 5,800 rooms). (4) Average daily room price and spending on food, beverage, merchandise and other services sold in the Hotels, excluding value added tax.



Resort Operating Segment Theme Parks In Fiscal Year 2009, Theme Parks revenues decreased by 4% to € 688.2 million, primarily resulting from a 5% decrease in average spending per guest, partially offset by an increase in attendance to 15.4 million (see section B.2. for more information). Theme Parks activity includes all operations of the Disneyland® Park and the Walt Disney Studios® Park, including activities related to merchandise, food and beverage, special events and all other services provided to guests in the Theme Parks and its surroundings. Theme Parks revenues are primarily driven by two factors: the number of guests and the total average spending per guest (which includes the admission price and spending on food, beverage and merchandise). The Theme Parks are operated on a year-round basis. Due to the nature of the business, operations are subject to seasonal fluctuations. Under a licensing agreement, a license to use any present or future intellectual or industrial property rights of TWDC was granted to the Company. This license is essential to the Resort operating segment and especially for the Theme Parks operations (see section A.4.1. "License Agreement" and section B.2. "Insurance and Risk Factors" for more information). Disneyland® Park The Disneyland Park is composed of five "themed lands": Main Street, U.S.A. ®, which transports guests to an American town at the turn of the 20th century based on its houses and shops; Frontierland®, which takes guests on the path of the pioneers who settled the American West; Adventureland®, where guests dive into a world of intrigue and mystery, reliving Disney's most extraordinary legends and best adventure movies; Fantasyland®, a magical land where guests find the fairy tale heroes brought to life from Disney's animated films; and Discoveryland®, which lets guests discover different "futures" through the works of visionaries, inventors, thinkers and authors of science fiction from all periods. The Disneyland Park covers approximately 50 hectares. There are 39 attractions in the Disneyland Park, including versions of attractions that exist at Disney theme parks around the world such as: Big Thunder Mountain, a roller coaster which simulates a mining railway train; Pirates of the Caribbean, which reproduces a pirate attack on a Spanish fort of the 17th century; Phantom Manor, a haunted Victorian mansion; It's a small world, an exhibition of dolls from around the world, dressed in their national costumes; Honey, I Shrunk the Audience!, a three-dimensional film with interactive special effects during which spectators participate in the illusion of being "shrunk"; and Buzz Lightyear Laser Blast, an interactive ride adventure featuring Buzz Lightyear and characters inspired by the Disney/Pixar film, Toy Story 2. Other popular attractions that are unique to this Disneyland Park include: Indiana Jones™ and the Temple of Peril, a full-loop roller coaster ride through simulated ancient ruins; and Space Mountain: Mission 2, a roller coaster ride themed to the work of Jules Verne in which guests board a spaceship and are catapulted by a giant canon into outer space. The Disneyland Park also has four permanent theatres at which live stage shows are presented throughout the year. Examples from the past and present include The Tarzan™ Encounter, Mickey's Winter Wonderland and Winnie the Pooh and Friends, too! The entertainment in the Disneyland Park also includes parades and firework displays, such as the Disney Once Upon a Dream Parade and Minnie's Party Train. As a result of the number of guests that they attract, shows and parades drive an increase in guest attendance of the Disneyland Park while at the same time increasing guest satisfaction.



In addition to the permanent Disneyland® Park attractions and the parades and live stage shows, there are numerous seasonal events throughout the year which include Halloween in October and Christmas in December and early January. Throughout the year, and always an important aspect of the entertainment provided in the Disneyland Park, is the appearance of Disney characters and their interaction with guests. The Disneyland Park also has an innovative reservation system that is used at other Disney theme parks called FASTPASS®. A free service available to all guests, FASTPASS provides an alternative to waiting in line. Guests choosing FASTPASS receive a ticket designating a specific window of time during which they may return and enter directly into the pre-show or boarding area. The FASTPASS system has been installed at six major attractions: Space Mountain: Mission 2, Indiana Jones™ and the Temple of Peril, Peter Pan's Flight, Big Thunder Mountain, Star Tours and Buzz Lightyear Laser Blast. Walt Disney Studios® Park The Walt Disney Studios® Park opened to the public on March 16, 2002. It covers approximately 25 hectares, which is about half the size of the Disneyland Park. The Walt Disney Studios Park is a cinematic playground where guests become part of the magical world of entertainment in a world of giant soundstages and immersive sets. They discover secrets of movie-making, live adventures in animation, meet favorite film and television stars and become part of the action in this land of dreams where the real becomes fantastic and the fantastic becomes real. The Walt Disney Studios Park is a full-day experience. It is one of three major European parks with a cinema theme (the two others being the Warner Brothers Movie World Park in Germany and the Warner Brothers Movie World Park in Spain). It is located in walking distance from the Disneyland Park and the Disney® Village. Guests access the Walt Disney Studios Park through a monumental gate designed to look like the entry gates of a major Hollywood studio from the 1930s. The main gate provides access to a richly decorated central hub where all the ticketing and guest welcome services are located. The Walt Disney Studios Park includes 14 attractions, several of which were specifically developed for this park. Examples include: Crush's Coaster®, a family thrill ride that plunges guests into the underwater world of Disney/Pixar's hit animated film Finding Nemo; Cars Race Rally, inspired by Disney/Pixar's Cars, which lets guests of all ages take a ride on the famous Route 66; Moteurs… Action! Stunt Show Spectacular®, a live show in which stuntmen, facing an audience of up to 3,200 guests, simulate the filming of an action scene involving car and motorcycle chases and other special effects; CinéMagique, a lyrical and emotional salute to the classics of international cinema; Armageddon Special Effects, a revealing look into the world of film special effects while on board a spaceship hit by a meteorite shower; and Animagique®, featuring some of the greatest moments of more than eight decades of Disney animation. The Walt Disney Studios Park also features versions of attractions from Disney's Hollywood Studios, a park at Walt Disney World Resort, Florida, such as Rock'n'Roller Coaster, a roller coaster ride themed to the music of Aerosmith and a visit to a music recording studio, and Catastrophe Canyon®, the highlight of Studio Tram Tour®: Behind the Magic, which allows guests to experience a simulated earthquake and the resulting explosions and floods.



In April 2008, the Group opened two new attractions: The Twilight Zone Tower of TerrorTM 1, which gives families a hair-raising journey through a mysterious hotel, and Stitch Live!, where the starring animated character from the Disney film Lilo & Stitch matches wits with the audience in an interactive experience. A new live show, High School Musical on Tour, based on the Disney Channel's hit musical, was also launched in 2008. Fiscal Year 2009 saw the completion of a new attraction in the Walt Disney Studios® Park with the opening of Playhouse Disney Live on Stage!, which provides the opportunity for guests to interact with their favorite friends from Disney Channel programs. In April 2009, the Group also launched Disney's Stars 'n Cars, a new Hollywood cavalcade featuring Disney characters and spectacular costumed cars. As in the Disneyland® Park, the FASTPASS® system reduces guest waiting-times at The Twilight Zone Tower of Terror™, Rock'n'Roller Coaster and the Flying Carpets over Agrabah®. EDA also leases office space to the Disney Channel, a TWDC entity, in its branded buildings adjacent to attractions. Hotels and Disney® Village In Fiscal Year 2009, Hotels and Disney® Village operations revenues decreased by 8% to € 474.7 million, due to a 5% decline in average spending per room and a 3.6 percentage points decrease in hotel occupancy to 87.3%. See section B.2. for more information. Hotels and Disney Village operations revenues include room rental, food and beverage sales, merchandise sales, dinner shows, convention revenues and fixed and variable rent received from third-party partners operating within the Resort. All of the Hotels and Disney Village's amenities are operated on a year-round basis. Due to the nature of the business, Hotels and Disney Village operations are subject to the same seasonal fluctuations as the Theme Parks and to significant fluctuations between weekdays and weekends, especially in off-peak seasons. Hotels Operations The Group operates seven Hotels at the Resort: the Disneyland® Hotel, the Disney's Hotel New York®, the Disney's Newport Bay Club®, the Disney's Sequoia Lodge®, the Disney's Hotel Cheyenne®, the Disney's Hotel Santa Fe® and the Disney's Davy Crockett Ranch®. Together, the Hotels have a total capacity of approximately 5,800 rooms. Each of the Hotels was designed and built with a specific theme and for a particular market segment. The Disneyland Hotel, which is located at the entrance of the Disneyland Park, and the Disney's Hotel New York are positioned as deluxe hotels offering service equivalent to that of the best hotels in Paris. The Disney's Newport Bay Club and the Disney's Sequoia Lodge are positioned as "first-class" hotels, while the Disney's Hotel Cheyenne and the Disney's Hotel Santa Fe are designed as "moderately-priced" hotels. The Disney's Davy Crockett Ranch campground is comprised of individual bungalows with private kitchens, sports and leisure facilities and a retail shop. Disneyland® Paris hosts more than 1,000 events annually, including seminars. There are convention centers at the Disney's Hotel New York and the Disney's Newport Bay Club. These conventions centers and other areas in the Resort provide 23,500 m² of meeting facilities, including three conference halls, 95 meeting rooms, and a 3,000 m² exhibition hall. Hotel amenities also include 12 restaurants, 11 cafés/bars, the Golf Course, five swimming pools, four fitness centers, a spa, four saunas and four hammams, a solarium, a treetop adventure trail and an ice-skating rink. 1 Inspired by The Twilight Zone®, a registered trademark of CBS, Inc. All rights reserved.



In order to facilitate access to the Resort, guests are provided with transportation between the Hotels (except the Disney's Davy Crockett Ranch®) and the train station. In addition, they are given the option to check into the Hotels directly from the Marne-La-Vallée/Chessy train station or from on board the Eurostar trains arriving at the Resort. As part of the check-in process, guests are provided with room information and welcome booklets, and for guests arriving by train, the Hotels also offer a luggage service, which allows them to go directly to the Theme Parks and have their luggage delivered from the train station to their rooms. Entertainment is also an integral part of the Hotel services, including Disney character breakfasts and dinners, character meet-and-greets in the lobbies of certain Hotels, face-painting workshops, and live music in the bars of certain Hotels. Children's activity corners have also been set up where children can take part in various activities while allowing their parents additional leisure time. In addition to the seven Resort Hotels described above, several third-party hotels have signed marketing and sales agreements with the Group to operate on the Resort. These hotels are as follows: Hotels Category Date opened Number of rooms and units

Hotel l'Elysée Val d'Europe 3 stars June 02 152

Thomas Cook's Explorers Hotel (1) 3 stars March 03 390

Hotel Kyriad 2 stars March 03 300

Adagio City Aparthotel Val d'Europe (2) 3 stars April 03 291

Vienna International Magic Circus Hotel 4 stars May 03 396

Marriott's Village d'Ile-de-France 4 stars June 03 202

Vienna International Dream Castle Hotel 4 stars July 04 397

Radisson SAS Hotel 4 stars December 05 250Total 2,378

(1) Formerly My Travel's Explorers Hotel (2) Formerly Residence Pierre & Vacances Val d'Europe These hotels benefit from transport shuttles to and from the Resort as well as free parking for some of these hotels' guests, and are an important source of guest attendance at the Resort. For certain of these hotels, the Group has access to blocks of rooms and receives commissions for selling those rooms to guests. Any revenues earned associated with these agreements are recorded in Other revenues of the Resort operating segment. The Group attempts to reduce the seasonality of operations through seasonal promotions such as Halloween and Christmas, and the introduction of travel-inclusive packages. The Group has also differentiated Hotels from its competitors by developing exclusive special events for its guests, such as Disney characters breakfasts, and unique services, such as extended Theme Parks opening hours. The Group differentiates pricing at the Hotels according to the season and the level of demand with a focus on maximizing total revenues. Disney® Village Operations The Disney® Village is the largest entertainment center of the Ile-de-France region excluding Paris, and consists of approximately 30,000 m² of themed dining, entertainment and shopping facilities. It is a free-entrance venue situated next to the Marne-La-Vallée/Chessy TGV1/RER2 train station and between the Theme Parks and the Hotels.

1 TGV corresponds to the "Train à grande vitesse". 2 RER corresponds to the "Réseau express régional".



The largest of its facilities is an indoor arena seating more than 1,000 guests for dinner and a performance of Buffalo Bill's Wild West Show. Other facilities include themed bars with music, themed restaurants and cafes, including Café Mickey, Planet Hollywood®, Rainforest Cafe®, Annette's Diner, McDonald's® and King Ludwig's Castle, retail shops and a 15-screen multiplex Gaumont cinema with one of the largest screens in Europe. A Starbucks Coffee shop also opened on July 1, 2009. The Group manages certain of the facilities in the Disney® Village, such as the Buffalo Bill's Wild West Show, merchandise boutiques and bars. Certain restaurants are managed on behalf of the Group by Groupe Flo, a French catering company. In addition, the remaining facilities, such as the Planet Hollywood, McDonald's, Rainforest Cafe and King Ludwig's Castle restaurants, Starbucks Coffee and the Gaumont cinema, are managed by third parties. The Disney Village operations are subject to the seasonal fluctuations of the Theme Parks and the Hotels operations. Additional Information Food and Beverage Disneyland® Paris has 85 restaurants and bars located throughout the Resort (four of which are operated by Groupe Flo on behalf of the Group). Restaurants are themed both in decoration and menu, based upon their location within the Resort. For instance, at Cinderella's Royal Inn in the Disneyland® Park's Fantasyland®, guests are greeted by Disney's princesses while the famous pirate Jack Sparrow meets guests at the Blue Lagoon Restaurant in Adventureland®. In order to meet guest tastes, the Resort proposes a wide variety of dining experiences including quick service, cafeteria-style, table service and sophisticated French cuisine. There are also food carts and kiosks located throughout the Resort which offer fast food. Merchandising A wide range of Disney-themed goods are available to the guests in 55 boutiques as well as many mobile carts strategically located throughout the Resort. The product mix is regularly re-evaluated in an effort to better adapt to guest preferences and guest mix. Merchandise development focuses on exclusive Disney and Disney/Pixar character products, such as Mickey and his friends or the Princesses. Recent movies, such as Cars or High School Musical are leveraged by targeted merchandise offers. Other innovative merchandising options include photo locations at certain attractions, such as Big Thunder Mountain, Space Mountain: Mission 2, Buzz Lightyear Laser Blast and The Twilight Zone Tower of TerrorTM, which offer guests the opportunity to purchase photos taken of them during their ride. Real Estate Development Operating Segment In Fiscal Year 2009, real estate development revenues declined by € 23.1 million from the prior-year period as a result of fewer transactions during the Fiscal Year as compared to the prior-year period. See section B.2. for more information.



The Group's real estate development activities include the planning and development of the approximately 2,000 hectare site on or surrounding the Resort, in accordance with the Master Agreement1. Development activities include the design, planning and monitoring of improvements and additions to the existing Resort, as well as other commercial and residential real estate projects to be located on or surrounding the Resort, whether financed internally or through third-party partners. Before beginning any new development phase, the Group must provide EPA-France2 and several French public authorities with a proposal of the project to be included in the new phase and other relevant information for approval. On the basis of this information, the Group and the authorities involved work on detailed development programs. The Group's principal real estate development revenues are derived from the sale or lease of the purchased land and related infrastructure or from ground lease income from third-party developers and from conceptual design services related to third-party development projects on the Resort. These sales or lease transactions not only provide a source of up-front cash inflows but also contribute to enhancing the potential of future resort and real estate development projects and to increasing the potential number of guests coming from the local market. Land Rights The Master Agreement provides the Group the right, subject to certain conditions, to acquire the land necessary for the expansion of the Resort on the Marne-la-Vallée site. These land acquisition rights are not recorded as an asset in the Group's consolidated financial statements until the land is purchased. Included in the purchase price for the land is the cost of infrastructure that is required to be constructed in order to make the land viable for use. The Group also incurs costs for certain development studies and services that are intended to optimize future development of the remaining undeveloped land. These costs are expensed as incurred. The maintenance of these acquisition rights is subject to certain minimum development deadlines (the next of which is in March 2017) which if not met or amended, could result in the expiration of these rights. Also, any land acquisition rights for the remaining undeveloped land that are not included in a development phase or approved by the Group and the relevant French authorities in March 2017 will expire. Management3 is currently negotiating with the French authorities to extend this deadline. As of September 30, 2009, all minimum development deadlines have been met and no land rights have expired unused. In order to maintain the Group's land acquisition rights for the remaining undeveloped land around the Resort, the Group is required to pay annual fees to EPA-France of approximately € 0.5 million. All fees paid to EPA France in conjunction with the land acquisition rights are capitalized as construction in progress and are allocated to the cost of land purchased by the Group. € 12.2 million of EPA-France fees have been recorded in Property, plant and equipment and remain unallocated as of September 30, 2009.

1 Corresponds to an agreement entered into by TWDC, the French Republic and certain other French public authorities for the creation and the operation of the Resort. See section A.3. for more details. 2 EPA stands for Etablissement Public d'Aménagement. EPA-France corresponds to the Public Department for the Development of the fourth district of the new town of Marne-La-Vallée. 3 Management refers to the Gérant, represented by its President, Mr. Philippe Gas and the Management Committee members. See section B.2. "Management of the Group in Fiscal Year 2009" for more details.



Hotel Capacity Development A number of projects have been completed or are in various stages of progress with third-party international hotel developers/tour operators for the creation of additional hotels and vacation units. These projects have or will be constructed, owned and operated by third parties on land purchased from the Group or leased from the Group under long term ground leases. In addition, the Group has and may earn further design fees and other development service fees related to these transactions. As of September 30, 2009, approximately 8,200 rooms were available at the Resort, including third-party hotels. The recent agreements and projects in place resulted in the addition of 45 rooms in Fiscal Year 2009. Residential Development The Group also sells land and certain related infrastructure to third-party residential developers working on projects in the areas surrounding the Resort, including middle and high-end housing developments near the Golf Course in the communities of Magny-le-Hongre and Bailly-Romainvilliers. The residential development has always been financed by third parties. The Group's role has been limited to overseeing the master planning and architectural design of each development, and to selling to selected developers the purchased land and certain infrastructure necessary to realize the projects. The Group does not anticipate significant changes in its role for future residential development projects.



A.1.4. Geographical Situation of the Resort The Resort is located approximately 32 kilometers (20 miles) east of Paris, France and benefits from access to a highly developed transportation network.

• two suburban rail stations on the line A of the RER: the station Marne-La-Vallée/Chessy, located at the entrance of the Theme Parks, and the station Val d'Europe which permits direct access to the residential and commercial areas of Val d'Europe (one of the Group's real estate development projects);

• an exceptional highway network that links the Resort in less than one hour to both Paris and the two

international airports serving the Paris area, and also makes it easily accessible to most other regions of France; and

• the high speed train station located on the Resort, which is one of the most active in France, serving

most of the large French regional centers. This station is served by Eurostar and TGV and provides service to London and Brussels. Additionally, since June 2007, a new high speed train opened and provides service to the East of France, Germany and Switzerland. With the opening of this TGV, the Marne-la-Vallée/Chessy station has become one of the largest high speed rail interchanges in Europe.

The strategic geographic location allows access to a market of approximately 300 million potential guests within two hours travel from the Resort. According to 2009 internal research, guests traveled to the Resort by car (59%), by plane or train (28%) or by using suburban public transportation (13%).

GENERAL OVERVIEW OF THE GROUP Strategy of the Group


A.2. STRATEGY OF THE GROUP A.2.1. Strategic Overview Disneyland® Paris is the leading European vacation destination. During 2009, the Group celebrated Mickey's Magical Party, while continuing with its development strategy. This celebration added new entertainment offerings as described below. Theme Parks attendance for Fiscal Year 2009 increased slightly compared to Fiscal Year 2008 to a record of 15.4 million, while Hotels occupancy decreased by 3.6 percentage points compared to Fiscal Year 2008 to 87.3% in Fiscal Year 2009. Consistent with the broader tourism industry in Europe, the Group has been impacted by the challenging economic environment. As a result, consumer behavior is changing towards consumers vacationing closer to home, seeking greater promotional offers to find the best possible price-value option and waiting until close to the departure date to make a purchase decision. These changes had an impact on the Group's guest mix, with a higher proportion of guests coming from markets close to Paris. The Group maintained focus on its long term development strategy during the year while implementing near term actions to mitigate the current economic downturn, such as providing various targeted promotional offers, curtailing capital spending and it continued closely managing its costs. The Group designed its development strategy to take advantage of, what Management believes are, significant opportunities to attract and retain visitors. Market research indicates that there is a substantial number of European families who have never visited the Resort, but have indicated that they might like to do so in the future. The Group's strategy to leverage this opportunity includes introducing new entertainment, opening new attractions and enhancing existing attractions and entertainment in order to create a magical atmosphere at the Theme Parks. The Group's objective is to deliver a guest experience that exceeds expectations. It remains committed to its current development strategy and continually strives to adapt it to current changes in the leisure and tourism landscape of its principal markets. The principal elements of the Group's development strategy are as follows:

• Enhance the Theme Parks experience The Group enhances the experience in its Theme Parks by adding new attractions and entertainment, while continuing to drive guest satisfaction through increased attraction availability, reduced wait times, improved food and beverage offerings and unique merchandise innovations.

In Fiscal Year 2008, two new attractions, The Twilight Zone Tower of Terror TM and Stitch Live!, opened in the Walt Disney Studios® Park. Fiscal Year 2009 saw the completion of a new attraction in the Walt Disney Studios Park with the opening of Playhouse Disney Live on Stage!. This attraction and new entertainment offerings such as It's Dance Time… in Discoveryland®, Disney's Stars 'n Cars, Minnie's Party Train, and It's Party Time… with Mickey and Friends are designed to add to the appeal and capacity of Disneyland Paris, further enhancing the core guest experience to drive revenue growth. The Group continues to invest in the Resort and is developing new attractions to open in Fiscal Year 2010.

• Focus on the differentiation of the Disney Hotels

The Group focuses on communicating and delivering the "Disney Difference" for guests staying in its Hotels. The Group's marketing efforts highlight the proximity of its Hotels to the Theme Parks as well as the exclusive special events, such as Disney character breakfasts, that are offered to its Hotels guests. The Group further differentiates its Hotels by developing unique services for its guests, such as extended Theme Park opening hours.



• Differentiate marketing and sales efforts for our core targets The Group has implemented separate marketing and sales efforts designed specifically to encourage attendance from either first-time or repeat visitors, taking advantage of the large untapped population base in Europe. The marketing effort primarily focuses on Disney families in core identified European markets, and separately targets first-time and repeat visitors while encouraging longer stays for certain of our segments. Magic, excitement and sharing special moments with children remain at the heart of the Group's consumer communications.

• Develop the own home and offsite markets

In line with the Group's efforts to increase the return on investment of its marketing and sales activities, we have developed specific approaches for markets that require formal attention and specific solutions. As such, the Group has developed and implemented differentiated strategies to drive the own-home market (one-day visitors, primarily from the region around the Resort), the Paris tourist market (visitors who come to the region primarily to visit Paris and choose to visit the Resort for a day) and the Disney destination market (visitors who come primarily to visit the Resort but choose to stay in offsite non-Disney hotels).

• Differentiate marketing and sales efforts through distribution channels

The Group is continuously adapting its sales approach to the changing travel distribution landscape in Europe. In each key market, the Group chooses carefully the channels and partners that would best serve guests and aligns its reward and support structures to these choices. The Group has also increased its own share of distribution over the years, via high-quality consumer direct operations and a high-quality in-house tour operator. At the same time, the Group continues to invest in systems and processes designed to guide the consumer decision-making process and to drive conversion and value per transaction in every channel.

• Enhance the perception of value for money and reduce the affordability barrier

The Group has implemented various pricing strategies in order to enhance the perception of the value relative to the price of admission into the Resort and to reduce the affordability barrier of its products and services. Pricing is tailored to the different segments in each market and enables guests to design the package that best meets their needs and budget.

• Staff excellence and relationships with trade unions

The Group strives to make Disneyland® Paris the most desired employer in the region. The Group provides its employees with the training necessary both to deliver the service excellence visitors expect as well as to develop them professionally and personally. Additionally, the Group offers employees a variety of social support programs, from special events to connections with local social programs and other features. Work has also been done with the trade unions to ensure flexibility to match staffing to guest needs and to best manage costs against the inherent seasonality of demand.

• Development and management of the approximately 2,000-hectare site

The Group's other primary business activity is the development and management of the approximately 2,000-hectare site within the terms set out in the Master Agreement. The Group's strategy is to increase the value of this land and the overall site and to protect the environment of the tourist destination through the integrated development of the Resort, retail, office and residential real estate projects. With its public and private partners, the Group leads the development of the Val d'Europe community in order to build an outstanding hub of infrastructure and a major economic and urban site that currently hosts 22,000 inhabitants and 21,000 jobs and which could, as per the Master Agreement, ultimately host 40,000 inhabitants and 40,000 jobs.



A.2.2. Marketing and Sales Overview Target Markets The Group has six major markets comprised of France, the United Kingdom, Benelux (Belgium, Luxemburg and the Netherlands), Spain, Italy and Germany. The Group's remaining markets are aggregated together as the "Rest of the World". Within these markets, the primary segment is composed of families with children from three to fifteen years old. Secondary segments include groups, young adults and convention planners. Each year's success in marketing to specific markets, and the segments within, is impacted by a variety of strategic decisions including identifying those with maximum potential or which would respond better to our marketing and sales efforts. These efforts include setting pricing policies and package offers, keeping in mind the various holiday and vacation timing of the individual markets. Based on internal surveys of our guests, during the past three Fiscal Years the geographical breakdown of Theme Parks guest attendance is as follows:

2009 2008 2007 France 48% 43% 44%United Kingdom 14% 16% 16%Belgium, Luxembourg and the Netherlands 14% 13% 13%Spain 8% 11% 10%Italy 4% 4% 3%Germany 3% 3% 3%Rest of the World 9% 10% 11%Total 100% 100% 100%

Distribution Partnerships The Group's products are distributed either individually or packaged together. Disneyland® Paris packages include some or all of a guest's lodging, Theme Parks access, dining and transportation. Theme Parks tickets are distributed through the Group's call centers, the Group's Internet website and third-party distribution channels. Packages can be booked by individual guests, either via third party tour operators, such as Thomas Cook, TUI, OAD, Dertour and Vacaciones El Corte Inglès, or through Euro Disney Vacances S.A.S. ("EDV"), a French simplified corporation and the Group's in-house tour operator. EDV focuses on the distribution of short-break packages and maintains a presence in Paris, Amsterdam, Brussels, London, Madrid, Milan and Munich, providing a marketing presence and travel industry client support in their local areas for the Resort operating segment. The Group operates a call center at the Resort to handle individual guest and travel agency inquiries directly. The Group has also contracted with Disney Destinations LLC, an indirect, wholly owned subsidiary of TWDC ("DD LLC", see section A.4.1. "Undertakings for Other Services"), for the provision of certain call center services. DD LLC provides call center services for at least 75% of the calls from the United Kingdom and, potentially, for calls from English speaking European Union residents. These call centers receive an average of approximately 5,500 calls per day from all over Europe. The Group's website (www.disneylandparis.com) is available in 15 languages and receives an average of approximately 80,000 unique visits per day. The website allows visitors to learn about the Resort, order a brochure, make lodging reservations and directly purchase Theme Parks tickets. The Group launched several Internet-based tool projects to improve the services made to guests from its own website and those of its distribution partners.



Travel Alliances Disneyland® Paris has several unique travel alliance partners. These partners include Air France, SNCF, Eurostar and RATP1 and help ensure that priority pan-European access is given to the Resort. Agreements with these partners provide carriers with the right to use Disneyland Paris in their advertising campaigns, and certain partners with the right to offer joint promotional tour packages. In return, the Group has the right to provide airline or train tickets in its short-break packages to its visitors. Travel alliance partners assure long term accessibility to the Resort and support demand creation by joining the Group in its major campaigns, such as the "Kids travel for free" offer. Competition The Group's Theme Parks activity competes for guests throughout the year with other kinds of family entertainment alternatives. These include theme parks trips, other European and international holiday destinations (including ski and seaside resorts) and with other leisure and entertainment activities or purchases. The Group's Hotels activity competes with other hotels on the Resort and in the Paris region and convention centers all over Europe. The theme parks market in Europe has grown significantly over the last two decades. Since the Opening, the Theme Parks have welcomed over 200 million guests. Between Fiscal Years 2007 and 2009, Theme Parks attendance grew by approximately 6%. The largest European theme parks attracted approximately 43.4 million guests in calendar year 2008, as follows:

Attendance

(in million of guests) Theme Parks in Europe Location 2008 2007 Disneyland Paris (Fiscal Year ended September 30) France 15.3 14.5 Europa Park Germany 4.0 4.1 Tivoli Gardens Denmark 4.0 4.1 Port Aventura Spain 3.6 4.1 Gardaland Italy 3.3 3.0 De Efteling Netherlands 3.3 3.2 Liseberg Sweden 2.9 3.1 Bakken Denmark 2.6 2.7 Alton Towers United Kingdom 2.5 2.4 Phantasialand Germany 1.9 1.9 Total 43.4 43.1

Source: Individual company press releases (excluding non-gated amusement parks) or National Statistics.

1 RATP refers to the Suburban Paris Transportation Authority.

GENERAL OVERVIEW OF THE GROUP History and Development of the Group


A.3. HISTORY AND DEVELOPMENT OF THE GROUP On March 24, 1987, TWDC entered into an agreement (the "Master Agreement") with the French Republic, the Region of Ile-de-France, the department of Seine-et-Marne (the "Department"), the EPA-Marne1 and RATP for the development of the Resort and its surrounding area, approximately 2,000 hectares of undeveloped land located 32 kilometers east of Paris, in Marne-La-Vallée, France. The Group and certain other parties became parties to the Master Agreement after its signature by the original parties mentioned above. In 1988, the EPA-France, which has responsibility for the development of the entirety of the Resort, was created by the French authorities pursuant to the Master Agreement, and became a party thereto. The Master Agreement, as amended from time to time, determines the general outline of each phase of development entered into by the Group. A.3.1. Development of the Resort and its Surrounding Areas The Master Agreement sets out a master plan for the development of the land and a general development program defining the type and size of facilities that the Group has the right to develop, subject to certain conditions, over a 30-year period ending no sooner than 2017 (see section A.1.3. "Real Estate Development Operating Segment – Land Rights" for more details). The Group partners with private and public entities to ensure adherence to the Master Agreement development program. As per the agreement, the above mentioned French public authorities have a continuing obligation to oversee the construction of the primary infrastructure, such as highway interchanges, primary roadways to access the Resort, water distribution and storage facilities, rain water and waste water treatment installations, waste treatment facilities, gas and electricity distribution systems, as well as telecommunication networks. The Group reimburses the French public authorities for certain infrastructure costs that are required to be constructed in order to make certain parcels of land viable for use (see section A.1.3. "Real Estate Development Operating Segment – Land Rights" for more details). Development of the Resort The first phase of development was essentially devoted to the creation of the Resort, excluding the Walt Disney Studios® Park. It was developed over time in three distinct sub-phases. Phase IA The Phase IA, spanning from 1989 to 1992, corresponds to the development of the Disneyland® Park, the Disneyland® Hotel, the Disney's Davy Crocket Ranch®, the Golf Course and the related infrastructure and support facilities, defined as the "Phase IA Facilities". Phase IB The Phase IB, spanning from 1989 to 1992, corresponds to the development of five theme hotels, including Disney's Hotel New York® convention center, and the Disney® Village, defined as the "Phase IB Facilities".

1 EPA-Marne corresponds to the Public Establishment for the Development of the new town of Marne-La-Vallée.



Phase IC The Phase IC, which was developed between 1992 and 1997, added to the Disneyland® Park product offerings, with the construction and opening of various attractions. In 1996, a number of agreements were signed by the Group with Centre de Congrès Newport S.A.S., an indirect wholly-owned subsidiary of TWDC, for the development and financing of a second convention center located adjacent to the Disney's Newport Bay Club® Hotel, the Newport Bay Club Convention Center. Development of the Walt Disney Studios® Park and of the Resort's Surrounding Areas In Fiscal Year 1999, the Group obtained the approval of banks, financial institutions and creditor companies (the "Lenders") to finance the construction of the Walt Disney Studios® Park, which opened on March 16, 2002 adjacent to the Disneyland Park. While developing the Walt Disney Studios Park, the Group participated in the development of an urban center in Val d'Europe, located adjacent to the Resort. This development included an International Shopping Mall comprised of 103,000m² of retail space. The Group partially owns the land on which the mall is located and is leasing it to the developer under a 75-year ground lease. The Group also participated in the development of the Val d'Europe town center, which currently includes residential, retail, and commercial developments and the Elysée Val d'Europe hotel, which opened in June 2002, subject to a 28-year ground lease. Other developments were also pursued and resulted in (i) new infrastructure such as a second RER train station and a new interchange on the A4 motorway and (ii) the first phase of an international business park, which upon completion is expected to comprise an area of 40 hectares, strategically positioned near the A4 motorway. Construction and commercialization of the first nine hectares is currently being carried out by Goodman International, a leading European developer of business parks. Another phase of development was signed with the French Public Authorities in 2003 and includes the following under various stages of development:

• the expansion of the Disney® Village, the development of convention/exhibition business and additional hotel capacity, when needed;

• the continuation of the Val d'Europe community expansion (residential and office development);

• the development of new public services such as the development of a high school in Serris with

international sections, the development of a university center in Val d'Europe, as well as a new building for the TGV station (contingent on the development of a new convention/exhibition center);

• the continuation of the international business park development; and

• other residential developments in the area surrounding the Golf Course.

In early 2007, the Group sent a formal letter to EPA-France, initiating discussion for further developments. The Group is currently in negotiation with EPA-France on the projects that would be included in this phase of development. A.3.2. Financing of the Resort's Development The Master Agreement specifies the terms and conditions of the Group's funding of any required infrastructure.



The Phase IA Financing Company was established in November 1989 in order to finance the Phase IA Facilities, except the Disneyland® Hotel, the Disney's Davy Crockett Ranch® and the Golf Course. The Phase IA Financing Company owns a portion of the Phase IA Facilities and leases the related assets to EDA, under a financial lease (see section A.1.1. "Financing Companies" for more details). Pursuant to the lease, a supplementary rent is based upon the number of paying guests visiting the Disneyland® Park. The lease will terminate on December 31, 2030 at the latest. However, EDA has the option to acquire the Disneyland Park at any time after June 30, 2006 for an amount approximating the balance of the Phase IA Financing Company's then outstanding debt and taking into account a tax indemnity to the partners of the Phase IA Financing Company plus any applicable transfer taxes payable to the French tax authorities. If EDA does not exercise the purchase option by December 31, 2016, it will have to pay a penalty of approximately € 125 million to the partners of the Phase IA Financing Company. In 1991, various agreements were signed for the development and financing of the Phase IB Facilities. EDL Hôtels S.C.A. leases the Phase IB Facilities from the Phase IB Financing Companies, which were established for their financing (see section A.1.1. "Financing Companies" for more details). These leases expire on December 31, 2016 at the latest. EDL Hôtels S.C.A. has the option to acquire the leased assets at any time during the term of the lease for an amount approximating the balance of the Phase IB Financing Companies' outstanding debt, plus any applicable transfer taxes payable to the French tax authorities. In 1996, various agreements were signed for the development and financing of the Newport Bay Club Convention Center. EDL Hôtels S.C.A. leases the Newport Bay Club Convention Center from Centre de Congrès Newport S.A.S, a special purpose company that was established for its financing and also an indirect wholly-owned affiliate of TWDC (see section A.1.1. "Financing Companies" for more details). The leases will expire in September 2017, at which point EDL Hôtels S.C.A. has the option to acquire the Newport Bay Club Convention Center for a nominal amount. Phase IA Partners' Indemnification Pursuant to an indemnity commitment of April 26, 1989, as amended in 1994, EDA and Euro Disneyland Participations S.A.S., an indirect wholly-owned subsidiary of TWDC (which is also a partner of the Phase IA Financing Company), have agreed to indemnify the partners of the Phase IA Financing Company for losses incurred by them in connection with certain liabilities of EDA or the Phase IA Financing Company under the Master Agreement. To the extent the resources of EDA, Euro Disneyland Participations S.A.S. and the Phase IA Financing Company are insufficient to cover any such indemnity, EDL S.N.C. Corporation, an indirect wholly-owned subsidiary of TWDC, has agreed to pay the partners of the Phase IA Financing Company the amount by which this indemnity exceeds such resources, up to an additional € 76.2 million. 1994 Financial Restructuring During the period from the Opening Day through September 30, 1994, the Group experienced significant losses. Net operating losses before the cumulative effect of an accounting change totaled approximately € 625.0 million for the two-and-a-half-year period ending September 30, 1994. In addition, the Group began to experience significant cash flow difficulties during Fiscal Year 1993. In March 1994, the Group entered into a memorandum of agreement with major stakeholders outlining the terms of a restructuring of the Group's obligations and those of the Phase IA Financing Company and the Phase IB Financing Companies (together the "Phase I Financing Companies") and of TWDC (the "1994 Financial Restructuring").



The 1994 Financial Restructuring essentially provided for concessions and contributions to be made by each of the Lenders and by TWDC, and for the prepayment of certain outstanding loan indebtedness of the Group and Phase I Financing Companies using the proceeds raised from a € 907.0 million Company share capital increase. As part of the terms of the 1994 Financial Restructuring, the payment of a one-time development fee to TWDC of € 182.9 million will be required upon the satisfaction of certain conditions. In order to obtain the approval of the financing of the Walt Disney Studios® Park by the Lenders from which a substantial portion of the Legally Controlled Group's operating assets is leased, TWDC agreed in September 1999 to amend the terms for the development fee so that it will not be due unless and until future events occur, including the repayment of the Phase I Debt1 in Fiscal Year 2023 and the achievement of a level of operating margin before depreciation and amortization higher than € 472.6 million. As of September 30, 2009, the Group has not accrued any of this amount. 1999 Financing of the Walt Disney Studios® Park The construction of the Walt Disney Studios Park was financed using the proceeds raised from a € 219.5 million Company share capital increase in Fiscal Year 2000 and a new subordinated long term loan from the CDC of € 381.1 million (the "Walt Disney Studios Park Loans"). The Walt Disney Studios Park Loans were originally comprised of four loan tranches, two of € 76.2 million each maturing in Fiscal Years 2015 and 2021, respectively, and two of € 114.3 million each maturing in Fiscal Years 2025 and 2028, respectively. These loans bear interest at a nominal, effective rate of 5.15% per annum. Pursuant to the 2005 Restructuring (see below for more details), deferred interest payments with respect to Fiscal Years 2001 through 2003 of € 59.8 million (including accrued interest through February 23, 2005) were converted into subordinated long term debt, bearing interest at a nominal, effective rate of 5.15%, repayable only after the repayment of the Credit Facilities and Partners Advances - Phases IA and IB and the Senior CDC Phase I Loans. Subject to the deferral mechanism, interest payments are due annually on December 31. The CDC also agreed to forgive € 2.5 million of interest on the Walt Disney Studios Park Loans per year in each of the Fiscal Years 2005 through 2012 and to conditionally defer and convert to subordinated long term debt, interest payments up to a maximum amount of € 20.2 million per year for each of the Fiscal Years 2005 through 2012 and € 22.7 million per year for each of the Fiscal Years 2013 and 2014. Interests on any conditional deferrals are deferred and included within long term subordinated debt through January 1, 2017, and payable annually thereafter. See section B.3. "Borrowings – Walt Disney Studios Park Loans" for more details. 2005 Restructuring In Fiscal Year 2003, the Group experienced reduced revenues, particularly as a result of a prolonged downturn in European travel and tourism combined with challenging general economic and geopolitical conditions in key markets of the Group. This reduction occurred despite the opening of the Walt Disney Studios Park, where the number of visitors and the revenues generated were below expectations. The Group recorded increased losses as a result of these reduced revenues, as well as higher operating costs and higher marketing and sales expenses related to the opening of the Walt Disney Studios Park.

1 The Phase I Debt corresponds to the CDC Phase I Loans, the Credit Facilities – Phases IA and IB as well as the Partner Advances – Phases IA and IB.



The Group began negotiating with the Lenders and TWDC on a comprehensive restructuring of the Group's financial obligations (the "2005 Restructuring") and the Company obtained limited waivers of certain covenant violations, which were successively renewed as the negotiations progressed. In September 2004, the Company and certain companies of the Group signed a memorandum of agreement with the Lenders and TWDC on a comprehensive restructuring of the Group's financial obligations. The final conditions necessary to implement the 2005 Restructuring were completed in February 2005. The 2005 Restructuring provided new cash resources, reduced or deferred certain of the Group's cash payment obligations and gave the Group more flexibility to invest in new attractions and in the development of the Resort and its surrounding areas. The 2005 Restructuring transformed the Company into a holding company. Substantially all the assets and liabilities of the Company were transferred to EDA, which became the primary operating company for the Group. The principal features of the 2005 Restructuring were (i) a € 253.3 million share capital increase, (ii) a new credit line made available by TWDC for an amount of € 150 million until September 30, 2009 and for an amount of € 100 million from October 1, 2009 to September 30, 2014, (iii) the deferral of a portion of the Group's debt service obligations, (iv) the deferrals of a portion of the royalties and management fees payable to TWDC over the following Fiscal Years and (v) a bank authorization to implement a € 240 million plan (the "Development Plan") to develop new Theme Parks attractions and to limit spending on maintaining and improving the existing asset base. Other terms of the 2005 Restructuring and its impact on the Group are described in the Group's Reference Document registered with the AMF on April 21, 2006 under the number R. 06-0034 and in the Consolidated Financial Statements for Fiscal Year 2005. Following the 2005 Restructuring, the Group is obliged to respect certain financial covenant requirements and must meet minimum performance objectives. For more information concerning the above mentioned financial requirements and performance objectives, see section C.3.

GENERAL OVERVIEW OF THE GROUP Significant Agreements of the Group


A.4. SIGNIFICANT AGREEMENTS OF THE GROUP A.4.1. Significant Undertakings Related to the Resort's Development Undertakings with TWDC Affiliates License Agreement Under a licensing agreement between Disney Enterprises, Inc. ("DEI")1 and the Company2 (the "License Agreement"), the Company was granted a license to use any present or future intellectual or industrial property rights of TWDC that may be incorporated into attractions and facilities designed from time to time by TWDC and made available to the Company. In addition, the License Agreement authorizes the sale, at the Resort, of merchandise incorporating or based on intellectual property rights owned by, or otherwise available to, TWDC. This license is essential to the pursuit of the Group's business activities (see section A.1.3.). The License Agreement has an initial term of 30 years and can be renewed for up to three additional 10-year terms at the option of either party. The License Agreement may be terminated by TWDC upon the occurrence of certain events, including the removal or replacement of the Gérant, a change in control, directly or indirectly, of EDA, certain affiliates and the Phase IA Financing Company, the liquidation of such companies, the imposition of laws or regulations that prohibit EDA, certain affiliates and the Phase IA Financing Company from performing any of their material obligations under the License Agreement or the imposition of taxes, duties or assessments that would materially impair distributable earnings of these entities. These intellectual property rights are registered in the name of TWDC, which is responsible for their protection in France. The License Agreement provides TWDC substantial rights and discretion to approve, monitor and enforce the use of TWDC intellectual property rights within the Resort. Royalties to be paid by the Company for the use of these rights were originally equal to:

• 10% of gross revenues (net of taxes) from rides, admissions and related fees (such as parking, tour guide and similar service fees) at all Theme Parks and attractions;

• 5% of gross revenues (net of taxes) from merchandise, food and beverage sales in or adjacent to any

Theme Park or other attraction, or in any other facility (with the exception of the Disneyland® Hotel), whose overall design concept is based predominantly on a TWDC theme;

• 10% of all fees paid by participants (net of taxes) ; and

• 5% of gross revenues (net of taxes) from the exploitation of hotel rooms and related revenues at

certain Disney-themed accommodations. None of the Group's currently existing Hotels at the Resort are considered Disney-themed as defined in the License Agreement, except the Disneyland Hotel which is specifically excluded.

1 From February 1989 through September 30, 2006, DEI sub-licensed all of its rights under the Licence Agreement to The Walt Disney Company (Netherlands) B.V. 2 Pursuant to the 2005 Restructuring, this agreement was transferred to EDA.



Management Agreements In accordance with applicable French laws, the Company's, EDA's and EDL Hôtels S.C.A.'s Gérant is responsible for the management of all aspects of the Company, EDA and EDL Hôtels S.C.A.'s operations in the best interests of these entities. The Gérant has the power to act and contract on their behalf in any and all respects within their corporate purpose. For these services, the Gérant is entitled to a fixed annual fee of € 25,000 and € 75,000 due by the Company and EDL Hôtels S.C.A., respectively. The Gérant's compensation paid by EDA consists of a base fee, an incentive fee and a hotel sales fee, as described below. The Company's, EDA's and EDL Hôtels S.C.A.'s Gérant is Euro Disney S.A.S., an indirect wholly-owned subsidiary of TWDC. Base Management Fee The base management fee is equal to the following percentages of the total revenues of the Group for the Fiscal Years presented:

• from October 1, 1998 to September 30, 2008: 1.0% • from October 1, 2008 to September 30, 2013 : 1.5%

• from October 1, 2013 to September 30, 2018 : 3.0%

• from October 1, 2018: 6.0%

Beginning on October 1, 2008, the right of the Gérant to receive payment of that portion of the base management fee in excess of 1% of revenues is contingent upon:

• EDA achieving a positive consolidated net income before taxes for the Fiscal Year to which such fee relates, after taking into account the base management fee; and

• EDA's legal ability to distribute dividends for such Fiscal Year.

In addition, beginning on October 1, 2018, the portion of the base management fee in excess of 3% of the total revenues, as defined in EDA's bylaws, for any Fiscal Year will not be due or payable until after certain indebtedness of EDA and the Phase I Financing Companies has been repaid in full. The base management fee may not exceed 40% of EDA's consolidated after-tax profits for such Fiscal Year (calculated on the basis of a base management fee of 3%). Base management fees earned by the Gérant were € 12.3 million for Fiscal Year 2009 compared with € 13.2 million and € 12.1 million for Fiscal Years 2008 and 2007, respectively. Management Incentive Fee The management incentive fee for a given Fiscal Year is fixed at 30% of any portion of pre-tax adjusted cash flow, as defined in EDA's bylaws, that is in excess of 10% of the total gross fixed assets of EDA and the Phase I Financing Companies, as defined in EDA's bylaws, for that Fiscal Year. Certain of EDA's debt agreements provide for deferral of the management incentive fee under specified circumstances. No management incentive fees were due in Fiscal Years 2009, 2008 and 2007 under this agreement.



Hotel Sales Fee Upon the sale of any of the Hotels, a fee equal to 35% of pre-tax net revenue, as defined, received by EDA from any such sale is due to the Gérant. In Fiscal Years 2009, 2008 and 2007, no amount was due since no Hotel was sold. Waivers and Deferrals of the Amounts due to TWDC under the License and Management Agreements As part of the 1994 Financial Restructuring, the Gérant agreed to waive its base management fee for Fiscal Years 1992 through 1994. In addition, TWDC waived royalties for Fiscal Years 1994 through 1998. Starting in Fiscal Year 1999 and through Fiscal Year 2003, the royalties payable by the Company were calculated at rates equal to 50% of the initial rates stated above. Beginning in Fiscal Year 2004, the Company was responsible for the payment of 100% of the original royalty rates as presented above. Pursuant to the 2005 Restructuring, TWDC agreed to defer payment of royalties and management fees due by the Group to affiliates of TWDC, on an unconditional basis for a total amount of € 125 million and on a conditional basis for a total amount up to € 200 million as follows:

• TWDC agreed to unconditionally defer and convert into long term subordinated debt certain management fees and, as necessary, royalties up to a maximum amount of € 25 million with respect to each of Fiscal Years 2005 through 2009. Deferred amounts converted into long term subordinated debt bear interest at 12-month Euribor, compounded annually. The principal will be repayable only after the repayment of all Phase I Debt and interest will begin to be paid annually from January 2017; and

• TWDC agreed to conditionally defer and convert into subordinated long term debt certain

management fees and, as necessary, royalties up to a maximum amount of € 25 million due with respect to each of Fiscal Years 2007 through 2014. The amount, if any, of the deferral will be determined by reference to the Group's financial performance relative to a pre-defined performance indicator (see section C.3. for more details). Deferred amounts are converted into long term subordinated debt and have the same interest and repayment terms as the unconditionally deferred amounts described above.

Total management fees expense recorded by the Group in Fiscal Year 2009 was € 12.3 million. The Group has deferred the payment of this amount, under the unconditional deferral mechanism, and has converted it into long term subordinated debt (see section B.3. "Borrowings – TWDC Loans" for more details). Total royalties expense recorded in Fiscal Year 2009 was € 58.9 million, initially due December 31, 2009. The Group has deferred the payment of € 12.7 million, under the unconditional deferral mechanism, and has converted it into long term subordinated debt (see section B.3. "Borrowings – TWDC Loans" for more details). For Fiscal Year 2009, given the Actual Performance Indicator (see section C.3. for more details), the Group has also deferred the payment of a further € 25.0 million of Fiscal Year 2009 royalties, under the conditional deferral mechanism, and has converted this amount into long term subordinated debt. This conditional deferral has been approved by a third-party on December 15, 2009, as provided in the debt agreements. As a consequence, the aggregate conditional and unconditional deferrals of royalties and management fees amounts to € 50.0 million for Fiscal Year 2009.



The Development Agreement Pursuant to the development agreement dated February 28, 1989 entered into between the Company and the Gérant (the "Development Agreement"), the Gérant provides and arranges for other subsidiaries of TWDC to provide a variety of technical and administrative services to the Company, some of which are dependent upon Disney expertise and which cannot reasonably be supplied by other parties. Pursuant to the 2005 Restructuring, this agreement was transferred to EDA. These services are in addition to the management services Euro Disney S.A.S. as Gérant of EDA is required to provide to EDA (see the sub-section headed "Management Agreements" for more details) and include, among other things, the development of conceptual designs for existing Theme Parks and future facilities and attractions, the manufacture and installation of specialized show elements, the implementation of specialized training for operating personnel, the preparation and updating of operations, maintenance and technical manuals, and the development of a master land use plan and real estate development strategy. Euro Disneyland Imagineering S.A.R.L. ("EDLI"), an indirect subsidiary of TWDC, is responsible for the management and administration of the overall design as well as the construction of the Theme Parks and the Development Plan, including the design and procurement of the show-and-ride equipment (see the sub-section headed "Undertakings for Other Services" for more details). Most of the other facilities of the Resort were designed under the Group's supervision with the administrative and technical assistance of affiliates of TWDC which are specialized in the development of hotels, resorts and other retail and commercial real estate projects. The Development Agreement has an initial term of 30 years and can be renewed for up to three additional 10-year terms at the option of either party. The Development Agreement may be terminated by the Gérant or by the Group under certain conditions, in particular in case of a change of control of EDA and of the Phase IA Financing Company, or in case either company were to be liquidated. The Group reimburses the Gérant for all of its direct and indirect costs incurred in connection with the provision of services under the Development Agreement. These costs include, without limitation: (i) all operating expenses of the Gérant, including overhead and implicit funding costs; (ii) all costs related to services under the Development Agreement incurred directly by the Gérant or billed to it by third parties; and (iii) certain costs billed to the Gérant, plus a 5 to 10% mark-up, for services performed by TWDC or any of its affiliates related to the Development Agreement. Such costs vary considerably from one Fiscal Year to another depending upon the projects under development (see section B.3. "Related-Party Transactions" for more details). Total amounts incurred in Fiscal Year 2009 for the provision of services under the Development Agreement were € 35.8 million. Pursuant to several agreements with the Group, EDLI manages the construction of all attractions. Total amounts incurred with EDLI in Fiscal Year 2009 were € 3.4 million. Undertakings for Other Services The Group also has agreements with other wholly-owned subsidiaries of TWDC for the services described below:

• The Group has an agreement with Disney Online (formerly called the Walt Disney Internet Group) to host the Group's Internet sites. On October 1, 2007, this agreement was extended until September 30, 2010 after a competitive bidding process. Under this agreement, an annual fixed fee of $ 0.6 million is due to Disney Online. An expense of € 0.4 million was recorded in Fiscal Year 2009 for predefined transaction volumes and/or resources necessary for the supply of these services.



• The Group has various agreements with DD LLC. DD LLC provides various services supporting the Group, notably by providing call center services or information technology solutions for the hotels and sales and distribution departments. An expense of € 2.8 million was recorded in Fiscal Year 2009 under these agreements with DD LLC.

Undertaking with Third Parties Department Tax Guarantee Pursuant to the Master Agreement, the Group and the French Republic guaranteed a minimum level of tax revenues to the Department. If the Department's tax revenues were less than the amount of charges borne by the Department for primary and secondary infrastructure during the period from 1992 to 2003 (which was the case), the French Republic and the Group were each required to reimburse, in equal shares to the Department, the difference between the tax revenues collected and the charges borne, up to an aggregate amount of approximately € 45.0 million. Based upon the final assessment covering the entire period of the guarantee through December 31, 2003, the Group is required to pay the Department € 20.3 million under the terms of the guarantee in eight installments scheduled between December 2006 and December 2013. The € 16.0 million remaining unpaid portion of this liability is recorded at its discounted value in the Group's consolidated financial statements under Other non-current liabilities and under Trade and other payables as of September 30, 2009. A.4.2. Other Significant Operating Agreements Participant Agreements The Group has entered into participant agreements with companies that are leaders in their fields. As of September 30, 2009, these participants include the following: Coca-Cola, Crédit Mutuel, Danone, Dole, Ford, France Telecom (Orange), Gibson, Hasbro Inc., Hertz, IBM, Kellogg's, Kodak, Nestlé and Unilever. These participant agreements provide the Resort participants with all or some of the following rights in exchange for an individually negotiated fee: (i) a presence on the Resort through the sponsoring of one or more of the Disneyland® Park, the Walt Disney Studios® Park or the Disney® Village's attractions, restaurants or other facilities, (ii) promotional and marketing rights with respect to the category of product which is covered by the participant agreement, and (iii) a status of privileged supplier. Each participant agreement terminates automatically in the event of an early termination of the License Agreement (see the sub-section headed "License Agreement" above).


B. ANNUAL FINANCIAL REPORT

ANNUAL FINANCIAL REPORT Key Consolidated Financial Data


B.1. KEY CONSOLIDATED FINANCIAL DATA The Year Ended September 30, (€ in millions, except where indicated) 2009 2008 2007 Income Statement Data:

Revenues 1,230.6 1,324.5 1,214.4 EBITDA (1) 187.2 249.5 205.7 Operating margin 26.4 90.5 50.8 Net financial charges (89.2) (88.4) (92.2)Net (loss) / profit (63.0) 1.7 (41.6)Net (loss) / profit attributable to

Equity holders of the parent (55.5) (2.8) (38.4)Minority interests (7.5) 4.5 (3.2)

Loss per share (in €) (2) (1.43) (0.07) (0.99) Balance Sheet Data:

Property, plant and equipment (3) 2,035.5 2,128.2 2,219.6 Total assets 2,715.1 2,871.2 2,912.6 Shareholders' equity 186.6 248.4 251.5 Minority interests 100.4 109.4 104.7 Current and Non-current borrowings 1,970.2 1,979.0 2,000.7

Cash Flow Data: Cash flows generated by operating activities 123.8 178.2 191.1 Cash used in investing activities (71.8) (72.3) (126.9)

Free cash flow generated (1) 52.0 105.9 64.2

(1) EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) and Free cash flow (Cash generated by operating

activities less cash used in investing activities) are not measures of financial performance defined under IFRS, and should not be viewed as substitutes for operating margin, net profit / (loss) or operating cash flows in evaluating the Group's financial results. However, management believes that EBITDA and Free cash flow are useful tools for evaluating the Group's performance. See Section B.2, sub-section "Fiscal Year 2009 Consolidated Results of the Group" for a reconciliation of EBITDA and Free cash flow with the consolidated financial statements.

(2) Loss per share is calculated by dividing the net loss attributable to equity holders of the parent by the weighted average number of shares outstanding during the period. See section B.3. "Consolidation Principles – Loss per share" for more details.

(3) The Group's tangible fixed assets are described in section B.3. "Property, Plant and Equipment, Investment Property and Intangible Assets".

ANNUAL FINANCIAL REPORT Key Consolidated Financial Data


Following the implementation of Article 28 of the European Regulation n° 809/2004, the Group's consolidated financial statements and the statutory auditors' report on the consolidated financial statements are presented by reference:

• for Fiscal Year 2008 in pages 63 to 104 of the Reference Document filed with the AMF

on December 18, 2008 under number D. 08-0795; and • for Fiscal Year 2007 in pages 56 to 92 of the Reference Document filed with the AMF

on November 28, 2007 under number D. 07-1019.

These documents are available on both the Euro Disney website (http://corporate.disneylandparis.com) and the AMF website (www.amf-france.org). The consolidated financial statements for the year ended September 30, 2009 were prepared by the Company. They will be submitted for approval at the shareholders' general meeting of the Company.

ANNUAL FINANCIAL REPORT Group and Parent Company Management Report

Euro Disney S.C.A. – 2009 Reference Document

34

B.2. GROUP AND PARENT COMPANY MANAGEMENT REPORT The Group and parent company management report for Fiscal Year 2009 is made available to shareholders in accordance with the law and presents the evolution of the financial condition of the Group and of the Company during Fiscal Year 2009 and the expectations for the Group for the following Fiscal Years.



INTRODUCTION……………………………………………………………………………………………..…….... .36 FISCAL YEAR 2009 CONSOLIDATED RESULTS OF THE GROUP ..................................................................36

CONDENSED CONSOLIDATED STATEMENTS OF INCOME.......................................................................37 DISCUSSION OF COMPONENTS OF OPERATING RESULTS.......................................................................37 NET FINANCIAL CHARGES ..............................................................................................................................38 NET LOSS .............................................................................................................................................................38 CAPITAL INVESTMENT.....................................................................................................................................39 DEBT ...................................................................................................................................................................40 CASH FLOWS.......................................................................................................................................................41 SHAREHOLDERS' EQUITY OF THE GROUP...................................................................................................42 RELATED-PARTY TRANSACTIONS ................................................................................................................42

FISCAL YEAR 2009 FINANCIAL RESULTS OF THE COMPANY ......................................................................43

INCOME STATEMENT........................................................................................................................................43 SIGNIFICANT SUBSIDIARIES OF THE COMPANY .......................................................................................43 EQUITY OF THE COMPANY .............................................................................................................................44 NON-DEDUCTIBLE EXPENSES FOR TAX PURPOSES..................................................................................44 RESEARCH AND DEVELOPMENT ACTIVITY ...............................................................................................44

UPDATE ON RECENT AND UPCOMING EVENTS ...............................................................................................45 MANAGEMENT OF THE GROUP IN FISCAL YEAR 2009...................................................................................46

THE GÉRANT ........................................................................................................................................................46 THE SUPERVISORY BOARD .............................................................................................................................47 THE MANAGEMENT COMMITTEE..................................................................................................................54

HUMAN RESOURCES INFORMATION...................................................................................................................57

GENERAL INFORMATION ON HUMAN RESOURCES..................................................................................57 PROFESSIONAL TRAINING AND DEVELOPMENT OF SKILLS ..................................................................58 HEALTH AND SAFETY CONDITIONS .............................................................................................................59 SOCIAL RELATIONSHIPS..................................................................................................................................59 COMMUNITY RELATIONS................................................................................................................................59 SUBCONTRACTING............................................................................................................................................60

ENVIRONMENTAL ACTIVITIES INFORMATION...............................................................................................61

CERTIFICATIONS RELATED TO ENVIRONMENT MANAGEMENT...........................................................61 ENVIRONMENT MANAGEMENT WITHIN THE GROUP ..............................................................................61 OPTIMIZING UTILITIES CONSUMPTION AND ENCOURAGING RENEWABLE ENERGIES DEVELOPMENT ..................................................................................................................................................61 REDUCING DIRECT GREENHOUSE GAS EMISSIONS..................................................................................62 MINIMIZING WASTE..........................................................................................................................................62 CONTROLLING AND MINIMIZING IMPACTS ON THE ENVIRONMENT..................................................63 PREVENTIVE MEASURES PROTECTING HEALTH AND ENVIRONMENT...............................................63 EXPENSES RELATED TO ENVIRONMENTAL ISSUES .................................................................................63

INSURANCE AND RISK FACTORS ..........................................................................................................................64

INSURANCE .........................................................................................................................................................64 RISK FACTORS....................................................................................................................................................64

LIST OF THE DELEGATIONS OF AUTHORITY IN CURRENT VALIDITY GRANTED BY THE GENERAL MEETING OF SHAREHOLDERS TO THE GERANT AS REGARDS TO INCREASES OF CAPITAL ...................................................................................................................................70 FINANCIAL RESULTS OF THE COMPANY FOR THE PAST FIVE FISCAL YEARS ....................................71



INTRODUCTION During the fiscal year 2009 which ended September 30, 2009 (the "Fiscal Year"), the Group* continued its Resort and Real estate development activities. FISCAL YEAR 2009 CONSOLIDATED RESULTS OF THE GROUP Key Financial Highlights Fiscal Year (€ in millions) 2009 2008 2007Revenues 1,230.6 1,324.5 1,214.4 Costs and expenses (1,204.2) (1,234.0) (1,163.6)Operating margin 26.4 90.5 50.8

Plus: Depreciation and amortization 160.8 159.0 154.9 EBITDA (1) 187.2 249.5 205.7 EBITDA as a percentage of revenues 15.2% 18.8% 16.9%

Net (loss) / profit (63.0) 1.7 (41.6)Attributable to equity holders of the parent (55.5) (2.8) (38.4)Attributable to minority interests (7.5) 4.5 (3.2)

Cash flow generated by operating activities 123.8 178.2 191.1 Cash flow used in investing activities (71.8) (72.3) (126.9)Free cash flow generated (1) 52.0 105.9 64.2 Cash and cash equivalents, end of period 340.3 374.3 330.0

(1) EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) and Free cash flow (cash generated by operating activities less cash

used in investing activities) are not measures of financial performance defined under IFRS, and should not be viewed as substitutes for operating margin, net profit / (loss) or operating cash flows in evaluating the Group's financial results. However, management believes that EBITDA and Free cash flow are useful tools for evaluating the Group's performance.

Key Operating Statistics Theme parks attendance (in millions) (2) 15.4 15.3 14.5 Average spending per guest (in €) (3) 44.22 46.32 44.95Hotel occupancy rate (4) 87.3% 90.9% 89.3%Average spending per room (in €) (5) 201.24 211.39 197.88

(2) Theme parks attendance is recorded on a "first click" basis, meaning that a person visiting both parks in a single day is counted as only one

visitor. (3) Average daily admission price and spending on food, beverage and merchandise and other services sold in the theme parks, excluding value

added tax. (4) Average daily rooms sold as a percentage of total room inventory (total room inventory is approximately 5,800 rooms). (5) Average daily room price and spending on food, beverage and merchandise and other services sold in hotels, excluding value added tax.

* The Group includes Euro Disney S.C.A. (the "Company"), its owned and controlled subsidiaries (the "Legally Controlled Group") and its consolidated financing companies.



37

CONDENSED CONSOLIDATED STATEMENTS OF INCOME Fiscal Year Variance (€ in millions) 2009 2008 Amount % Revenues 1,230.6 1,324.5 (93.9) (7.1)%Costs and expenses (1,204.2) (1,234.0) 29.8 (2.4)%Operating margin 26.4 90.5 (64.1) (70.8)%Net financial charges (89.2) (88.4) (0.8) 0.9%Loss from equity investments (0.2) (0.4) 0.2 (50.0)%(Loss) / profit before taxes (63.0) 1.7 (64.7) n/mIncome taxes - - - n/aNet (loss) / profit (63.0) 1.7 (64.7) n/mNet (loss) / profit attributable to:

Equity holders of the parent (55.5) (2.8) (52.7) n/mMinority interests (7.5) 4.5 (12.0) n/m

n/m: not meaningful. n/a: not applicable. DISCUSSION OF COMPONENTS OF OPERATING RESULTS Revenues by Operating Segment Fiscal Year Variance (€ in millions) 2009 2008 Amount % Theme parks 688.2 715.8 (27.6) (3.9)%Hotels and Disney® Village 474.7 515.6 (40.9) (7.9)%Other 49.8 52.1 (2.3) (4.4)%Resort operating segment 1,212.7 1,283.5 (70.8) (5.5)%Real estate development operating segment 17.9 41.0 (23.1) (56.3)%Total revenues 1,230.6 1,324.5 (93.9) (7.1)%

Resort operating segment revenues decreased by 6% to € 1,212.7 million from € 1,283.5 million in the prior-year period. Theme parks revenues declined by 4% to € 688.2 million from € 715.8 million in the prior-year period, primarily resulting from a 5% reduction in average spending per guest to € 44.22, partially offset by an increase in attendance. The reduction in average spending per guest reflects lower spending on admissions and merchandise. This lower spending was driven by additional promotional offers, which reduced average admission prices, and a higher proportion of our guests visiting from markets close to Paris. These guests generally spend less on merchandise. Theme parks attendance increased slightly to 15.4 million. This increase was driven by higher guest visitation from France and Belgium, partially offset by fewer guests visiting from Spain and the United Kingdom. Hotels and Disney® Village revenues decreased by 8% to € 474.7 million from € 515.6 million in the prior-year period, due to a 5% decline in average spending per room to € 201.24 and a 3.6 percentage points decrease in hotel occupancy from 90.9% to 87.3%. The decrease in average spending per room principally reflected more promotional offers and lower spending on merchandise. The reduction in hotel occupancy resulted from 80,000 fewer room nights compared to the prior-year period, primarily driven by fewer guests visiting from Spain and lower business group activity, partially offset by more guests visiting from France and Belgium. Other revenues, which include participant sponsorships, transportation and other travel services sold to guests, decreased € 2.3 million to € 49.8 million.



Real estate development operating segment revenues decreased by € 23.1 million from the prior-year period as a result of fewer transactions during the Fiscal Year as compared to the prior-year period. Prior-year real estate revenues also included € 12.5 million of revenue related to the sale of a property in Val d'Europe which had been subject to a long term ground lease. Costs and Expenses Fiscal Year Variance (€ in millions) 2009 2008 Amount % Direct operating costs (1) 965.0 990.1 (25.1) (2.5)%Marketing and sales expenses 123.9 125.3 (1.4) (1.1)%General and administrative expenses 115.3 118.6 (3.3) (2.8)%Costs and expenses 1,204.2 1,234.0 (29.8) (2.4)%

(1) Direct operating costs primarily include wages and benefits for employees in operational roles, depreciation and amortization related to operations, cost of sales, royalties and management fees. For the Fiscal Year and the corresponding prior-year period, royalties and management fees were € 71.3 million and € 74.7 million, respectively.

Direct operating costs decreased € 25.1 million compared to the prior-year period, due to reduced costs associated with lower real estate development and hotels activity, lower labor costs resulting from management's labor optimization initiatives and lower spending on non-vital rehabs. This decrease was partially offset by labor rate inflation. Marketing and sales expenses decreased € 1.4 million compared to the prior-year period, due to lower average advertising rates. General and administrative expenses decreased € 3.3 million compared to the prior-year period, due to lower labor costs. NET FINANCIAL CHARGES

Fiscal Year Variance (€ in millions) 2009 2008 Amount % Financial income 9.7 17.0 (7.3) (42.9)%Financial expense (98.9) (105.4) 6.5 (6.2)%Net financial charges (89.2) (88.4) (0.8) 0.9%

Financial income decreased € 7.3 million due to lower average short term interest rates. Financial expense decreased € 6.5 million, primarily due to lower average borrowings. NET LOSS For the Fiscal Year, net loss of the Group amounted to € 63.0 million compared to a net profit of € 1.7 million for the prior-year period. Net loss attributable to equity holders of the parent amounted to € 55.5 million and net loss attributable to minority interests amounted to € 7.5 million. The net loss of the Group was driven by the decreased revenues and operating margin compared to the prior-year period.



CAPITAL INVESTMENT Capital Investment for the Last Three Fiscal Years

Fiscal Year (€ in millions) 2009 2008 2007Resort segment 71.3 60.4 123.7 Real estate development segment 0.5 0.3 0.5 Total capital investment 71.8 60.7 124.2

During the Fiscal Year, capital investments primarily included expenditures related to the construction of Toy Story Playland to open in 2010 in the Walt Disney Studios® Park, expenditures associated with the Development Plan1 as well as various other improvements to its existing long-lived assets. During the Fiscal Year, the Group completed its Development Plan, which provided the Group with new attractions including Buzz Lightyear Laser Blast at the Disneyland Park®, Cars Race Rally, Crush's Coaster®, The Twilight Zone Tower of Terror ™, Stitch Live!, place-making improvements and Playhouse Disney Live on Stage! at the Walt Disney Studios Park. The Group has also committed to future investments, including new attractions and the improvement of Disneyland® Paris (the "Resort") and existing assets, for an amount of € 61.2 million, as of September 30, 2009.

1 The Development Plan corresponds to the program as defined in the agreements related to the financial and legal restructuring of 2005 (the "2005

Restructuring") to develop new theme park attractions and maintain and improve the existing asset base for a total amount of € 240 million.



DEBT The Group's borrowings as of September 30, 2009 are detailed below: Fiscal Year 2009 (€ in millions) September 30, 2008 Increase Decrease Transfers (4) September 30, 2009 CDC senior loans 240.5 - - (1.6) 238.9 CDC subordinated loans 761.2 17.4 (1) - (1.8) 776.8 Credit Facility – Phase IA 157.9 1.8 (2) - (63.1) 96.6 Credit Facility – Phase IB 88.4 0.8 (2) - (20.2) 69.0 Partner Advances – Phase IA 304.9 - - - 304.9 Partner Advances – Phase IB 92.9 0.1 (2) - (3.2) 89.8 TWDC loans 247.0 57.3 (3) - - 304.3

Non-current borrowings 1,892.8 77.4 - (89.9) 1,880.3 CDC senior loans 1.4 - (1.4) 1.6 1.6 CDC subordinated loans 1.5 - (1.5) 1.8 1.8 Credit Facility – Phase IA 63.1 - (63.1) 63.1 63.1 Credit Facility – Phase IB 20.2 - (20.2) 20.2 20.2 Partner Advances – Phase IB - - - 3.2 3.2

Current borrowings 86.2 - (86.2) 89.9 89.9 Total borrowings 1,979.0 77.4 (86.2) - 1,970.2

(1) Increase related to the contractual deferral of interest on certain CDC subordinated loans, of which € 15.1 million is related to the conditional deferral mechanism. For further information, refer to the Group's 2008 Reference Document1.

(2) Effective interest rate adjustment. As part of the 2005 financial restructuring, these loans were significantly modified. In accordance with IAS 39, the carrying value of this debt was replaced by the fair value after modification. The effective interest rate adjustment has been calculated reflecting an estimated market interest rate at the time of the modification that was higher than the nominal rate.

(3) Increase related to the unconditional and conditional deferrals of € 50.0 million of royalties and management fees of the Fiscal Year and the contractual deferral of interest on TWDC loans.

(4) Transfers from non-current borrowings to current borrowings, based on the scheduled repayments over the next twelve months. The Group's principal indebtedness decreased € 8.8 million to € 1,970.2 million as of September 30, 2009 compared to € 1,979.0 million as of September 30, 2008. The decrease is primarily related to the € 86.2 million repayment of borrowings in the Fiscal Year. This decrease was partly offset by the € 50.0 million deferral of Fiscal Year royalties and management fees due to The Walt Disney Company ("TWDC"), the € 15.1 million deferral of Fiscal Year interest due to Caisse des dépôts et consignations ("CDC") and the capitalization of accrued interest on TWDC and CDC loans of € 7.3 million and € 2.3 million, respectively.

1 The Group's 2008 reference document was registered with the Autorité des marchés financiers ("AMF") on December 18, 2008 under the number

D.08-0795 and is available on the Company's website (http://corporate.disneylandparis.com) and the AMF website (www.amf-france.org).



CASH FLOWS Cash and cash equivalents as of September 30, 2009 were € 340.3 million, down € 34.0 million compared with September 30, 2008. This decrease resulted from: Fiscal Year (€ in millions) 2009 2008 VarianceCash flow generated by operating activities 123.8 178.2 (54.4)Cash flow used in investing activities (71.8) (72.3) 0.5 Free cash flow generated 52.0 105.9 (53.9)Cash flow used in financing activities (86.0) (61.6) (24.4)Change in cash and cash equivalents (34.0) 44.3 (78.3) Cash and cash equivalents, beginning of period 374.3 330.0 44.3 Cash and cash equivalents, end of period 340.3 374.3 (34.0)

Free cash flow generated for the Fiscal Year was € 52.0 million compared to € 105.9 million in the prior-year period.

Cash generated by operating activities for the Fiscal Year totaled € 123.8 million compared to € 178.2 million generated in the prior-year period. This decrease resulted from the decline in operating margin, which was partially offset by lower working capital requirements. Cash used in investing activities for the Fiscal Year totaled € 71.8 million compared to € 72.3 million used in the prior-year period.

Cash used in financing activities for the Fiscal Year totaled € 86.0 million compared to € 61.6 million used in the prior-year period. This increase reflected the scheduled repayment of bank borrowings made by the Group during the Fiscal Year. For Fiscal Year 2009, the Group has unconditionally deferred payment of € 25.0 million royalties and management fees due to TWDC and converted this amount into long-term subordinated debt. In addition, the Group has defined performance objectives and must respect certain financial covenant requirements under its debt agreements. For further detailed information on this, refer to the Group's 2008 Reference Document. For Fiscal Year 2009, the Group did not meet its performance objectives as defined and thus deferred the following payments into long-term subordinated debt:

- € 25.0 million of the Fiscal Year royalties due to TWDC, - € 15.1 million of interest due to the CDC.

The Group expects to defer payment of a further € 5.1 million of interest due to the CDC during the first quarter of fiscal year 2010. These deferrals and the Group's compliance with its financial covenants requirements are subject to final third-party review as provided in the debt agreements. Subject to this final third-party review, the Group believes that it has complied with its financial covenant requirements for the Fiscal Year.



For fiscal year 2010, if compliance with financial performance covenants cannot be achieved, the Group will have to appropriately reduce operating costs, curtail a portion of planned capital expenditures and/or seek assistance from TWDC or other parties as permitted under the debt agreements. Although no assurance can be given, management believes the Group has adequate cash and liquidity for the foreseeable future based on existing cash positions, liquidity from the € 100.0 million line of credit available from TWDC, and use of the conditional deferrals. SHAREHOLDERS' EQUITY OF THE GROUP Shareholders' equity of the Group decreased to € 186.6 million as of September 30, 2009 from € 248.4 million as of September 30, 2008, which mainly reflects the impact of the net loss attributable to the equity holders of the Company for the Fiscal Year. As of September 30, 2009, the Company, a publicly held French company and traded on Euronext Paris, was 39.8% owned by EDL Holding Company LLC1, which is an indirect, wholly-owned subsidiary of TWDC. A further 10% of the Company's shares were owned by Kingdom 5-KR-134, Ltd2. As of September 30, 2008, the Company, a publicly held French company and traded on Euronext Paris, was 39.8% owned by EDL Holding Company. A further 10% of the Company's shares were owned by Kingdom 5-KR-135, Ltd. No other shareholder has officially notified the Gérant that it holds, directly or indirectly, alone or jointly, or in concert with other entities, more than 5% of the share capital of the Company. The Company does not know the aggregate number of shares held by its employees directly or through special mutual funds. No dividend payment is proposed with respect to the Fiscal Year and no dividends were paid with respect to fiscal years 2006 through 2008. As of September 30, 2009 and 2008, the Company held 82% of the shares of Euro Disney Associés S.C.A. ("EDA"), the operating company of the Resort, and TWDC indirectly held the remaining 18%. RELATED-PARTY TRANSACTIONS The Group enters into certain transactions with TWDC and its subsidiaries. The most significant transactions relate to a royalty arrangement for the use of TWDC intellectual property rights and management arrangements for the provision of management services by TWDC and its subsidiaries. For a description of related-party activity for the Fiscal Year, see note 18 of the Group's consolidated financial statements.

1 EDL Holding Company modified its corporate form from a corporation to a limited liability company on February 23, 2009. Its corporate name is now EDL Holding Company LLC. 2 HRH Prince Alwaleed's interests in the Company (10%) were transferred on November 4, 2008 from Kingdom 5-KR-135, Ltd to Kingdom 5-KR-134, Ltd (companies whose shares are held by trusts for the benefits of HRH Prince Alwaleed and his family). A notification of change in ownership and thereby a crossing of ownership thresholds by Kingdom 5-KR-134, Ltd was given to the AMF on February 9, 2009. Since this notification was made beyond the required period, shares in excess of the fraction which would have been declared (i.e. 5%) have been stripped of their voting rights for two years following the notification.



FISCAL YEAR 2009 FINANCIAL RESULTS OF THE COMPANY The Company is the holding company of the Group and is consolidated in the financial statements of TWDC, an American corporation based in Burbank (California), USA. The Company's financial statements are prepared in accordance with French accounting principles and regulations in accordance with the Plan Comptable Général. INCOME STATEMENT Fiscal Year revenues consist primarily of revenues associated with the invoicing of amounts to EDA for amounts incurred by the Company on behalf of EDA. The € 5.7 million decrease primarily reflects non recurring transactions in the prior-year period, of which costs incurred on the behalf of EDA and the reimbursement from the tax authorities for payroll taxes incurred on behalf of EDA. The operating margin and net loss of the Company are as follows: Fiscal Year Variance (€ in millions and in accordance with French accounting principles)

2009 2008 Amount %

Revenues 0.8 6.5 (5.7) (87.7)%Costs and expenses (2.0) (9.1) 7.1 (78.0)%Operating margin (1.2) (2.6) 1.4 (53.8)%

Net loss

(2.7) (1.7) (1.0) 58.8%

Net loss for the Fiscal Year increased € 1.0 million compared to the prior-year period to € 2.7 million. SIGNIFICANT SUBSIDIARIES OF THE COMPANY The Company's primary asset is its € 603.6 million investment in EDA, which itself owns 99.9% of EDL Hôtels S.C.A. and 100% of Euro Disney Vacances S.A.S., and other less significant subsidiaries1. The following table sets forth the key financial highlights and operating activities of the Company's significant direct and indirect subsidiaries: (€ in millions and in accordance with French accounting principles) Revenues Net Income/ (Loss) Activity EDA 1,146.8 (100.9) Operator of the theme parks, Disneyland®

Hotel, Disney's Davy Crockett Ranch® and a 27-hole golf course, and manager of the Group's real estate development

EDL Hôtels S.C.A. 364.5 (19.4) Operator of 5 of the 7 themed hotels of the Group plus the Disney® Village

Euro Disney Vacances S.A.S. 581.7 2.7 Tour operator selling Disneyland® Paris holiday packages

The Company will continue its holding company status in fiscal year 2010.

1 For further information, see note 1.1 of the consolidated financial statements.



EQUITY OF THE COMPANY Equity of the Company decreased to € 621.9 million as of September 30, 2009 from € 624.5 million as of September 30, 2008, which reflects the impact of the net loss for the Fiscal Year. As of September 30, 2009, and from December 3, 2007 (i.e. the effective date of the reverse stock split as mentioned hereafter), the Company's issued share capital was composed of 38,976,490 shares with a nominal value of € 1.00 each and of 46 shares with a nominal value of € 0.01 each1, compared to 3,897,649,046 shares with a nominal value of € 0.01 each as of September 30, 2007. For a description of the reverse stock split, see note 9.1.1 of the consolidated financial statements for fiscal year 2008 included in the Group's 2008 Reference Document. In accordance with the authorizations granted by the shareholders general meetings, the Company implemented liquidity contracts via share buy back programs in 2008 and 2009 through independent investment services providers. These contracts aim at improving the liquidity of transactions of the Company's shares. They are compliant with the governance standards established by the Association française des marchés financiers and approved by the French Autorité des marchés financiers. The notice of the share repurchase programs and signature of the respective liquidity contracts were published on January 11, 2008 and on April 2, 2009, and are available on the Company's website (http://corporate.disneylandparis.com). The first liquidity contract signed with Exane BNP Paribas became effective on January 14, 2008 and expired on December 31, 2008. For the Fiscal Year, Exane BNP Paribas fees related to this contract, including transactions costs, amounted to € 8,654.80. The second liquidity contract signed with Oddo Corporate Finance became effective on April 6, 2009 and will expire on March 31, 2010. For the Fiscal Year, Oddo Corporate Finance fees related to this contract, including transactions costs, amounted to € 20,018.04. The following table details the transactions related to the liquidity contracts for the Fiscal Year: Treasury shares purchased in the Fiscal Year

Number 614,148Average price (in €) 4.20

Treasury shares sold in the Fiscal Year

Number 655,307Average price (in €) 4.24

Treasury shares recorded as of September 30, 2009

Number 71,212Value at purchase price (in €) 435,593.78Nominal value (in €) 71,212.00Proportion of the share capital 0.2%

For additional information on these liquidity contracts, please see note 9.2 of the Group's consolidated financial statements.

NON-DEDUCTIBLE EXPENSES FOR TAX PURPOSES For the Fiscal Year, the Company has not incurred any expenses that are not deductible for tax purposes with regard to section 223 quater of the Code Général des Impôts. RESEARCH AND DEVELOPMENT ACTIVITY The Company does not undertake research and development activities. 1 The 46 shares with a nominal value of € 0.01 each were cancelled following the completion of the share consolidation in December 2009.



UPDATE ON RECENT AND UPCOMING EVENTS New Chief Financial Officer On May 22, 2009, the Company announced the nomination of Greg Richart to assume the responsibilities of Ignace Lahoud as Chief Financial Officer of Euro Disney S.A.S. Greg's appointment became effective on August 1st, 2009. For further information, please refer to the press release published on May 22, 2009 and available on the Company's website. Scheduled Debt Repayments The Group plans to repay € 89.9 million of its borrowings in fiscal year 2010, consistent with the scheduled maturities. New Generation Festival In April 2010, Disneyland® Paris will launch the New Generation Festival, a celebration welcoming the most recent Disney characters into the Parks. Remy1 from Ratatouille, Princess Tiana from the upcoming Disney animated feature The Princess and the Frog and many more characters arrive at Disneyland Paris. These new characters will be showcased in the Once Upon a Dream Parade, Disney's Stars 'n' Cars and on the Disney all stars express. During the celebration in summer 2010, the Walt Disney Studios® Park will welcome three new family attractions in Toy Story Playland, inspired by the animated Disney-Pixar feature Toy Story. With oversized decor, guests will have the impression that they've been reduced to the size of Andy's toys as they come to life in Toy Soldiers Parachute Drop, Slinky Dog2 Zig Zag Spin and RC Racer. Subsequent Events As of the date of this report, no significant subsequent event has been identified that could impact the Group's financial position or the Group's consolidated financial statements disclosures.

1 Inspired by the ©Disney/Pixar Ratatouille movie. 2 Slinky®Dog is a registered trademark of Poof-Slinky, Inc. All rights reserved.



MANAGEMENT OF THE GROUP IN FISCAL YEAR 2009 THE GÉRANT The Company's, EDA's and EDL Hôtels S.C.A.'s Gérant is a legal entity, Euro Disney S.A.S, which is an indirect, wholly-owned subsidiary of TWDC. The Gérant does not hold any share of the Company. The sole corporate purpose of the Gérant is to be the management company of the Company, EDA and EDL Hôtels S.C.A. Under the bylaws of EDA, the Gérant is entitled to annual fees consisting of a base management fee and a management incentive fee, and is also entitled to a fee if the Group sells one of its hotels. In addition, the bylaws provide that the Gérant is entitled to be reimbursed by EDA for all its direct and indirect expenses incurred in the execution of its responsibilities. Base management fees earned by the Gérant were € 12.3 million for the Fiscal Year. No additional management incentive fee has been due in the Fiscal Year (see Section A.4.1. "Significant undertakings related to the Resort's development" in the Group's 2008 Reference Document). Finally, no fee payable on the sale of hotels is due to the Gérant since the Group did not sell any hotels during the Fiscal Year. Under their bylaws, the Company and EDL Hôtels S.C.A. are indebted to the Gérant for a fixed annual fee of € 25,000 and € 75,000, respectively. The Gérant is represented by Mr. Philippe Gas, Chief Executive Officer ("CEO"). Mr. Gas is a member of the Management Committee and is also Chief Operating Officer of ED Resort Services S.A.S., a direct wholly-owned subsidiary of EDA. During the last five fiscal years, he did not hold any other corporate positions ("mandats sociaux"). Until 2006, he was Executive Vice President - Human Resources, Diversity & Inclusion for Walt Disney Parks and Resorts worldwide. Prior to this, he was Senior Vice President, Human Resources Parks and Resorts International for TWDC and Senior Vice President, Human Resources for the Group, respectively (for further information, see below, section "Management Committee"). To the Company's knowledge, the Gérant and its representative:

• Have not been convicted of any fraudulent offences in the previous five years;

• Have not been associated in the previous five years with any bankruptcies, receiverships or liquidations;

• Have not been involved in any official public incrimination and/or sanction by statutory or

regulatory authorities (including designated professional bodies);

• Have not been prevented by a court from acting as a member of an administrative, management or supervisory body or participating in the management of a public issuer over the last five years.

To the Company's knowledge, no potential conflicts of interest exist between any duties of the Gérant and/or its representative and their private interests and/or duties.

The business address of the Gérant and its representative is the registered office of the Company (Immeubles Administratifs, Route Nationale 34, 77700 Chessy, France).



THE SUPERVISORY BOARD The Supervisory Board is comprised of nine members (including two members from TWDC):

Name Age Position

Term of office will expire during the annual general

shareholders' meeting related to Fiscal Year

Number of shares

held (3)

Antoine Jeancourt-Galignani 72 Chairman 2010 2,676

Valérie Bernis (1) 50 Member 2010 250

Gérard Bouché 59 Member 2009 31,050

Michel Corbière 67 Member 2011 250

Philippe Geslin (1) 69 Member 2009 250

Philippe Labro (2) 73 Member 2010 250

James A. Rasulo 53 Member 2011 250

Anthony Martin Robinson (1) 47 Member 2010 250

Thomas O. Staggs (2) 48 Member 2010 250

(1) Mrs Bernis has been a member of the financial accounts committee since 2008. Mr Geslin has been a member of the financial accounts committee since 2007 and chairs this Committee. Mr Robinson has been a member of the financial accounts committee since 2005.

(2) Messrs Labro and Staggs have been members of the Nominations Committee since 2002. (3) In accordance with the Supervisory Board members charter, each member is required to hold a minimum of 250 shares of the Company for the

duration of their membership. Antoine Jeancourt-Galignani He was elected to the Supervisory Board in February 1989. He was appointed Chairman in September 1995. He is currently member of the board of directors of Kaufman & Broad S.A. Valérie Bernis She was elected to the Supervisory Board in February 2008. She is also member of the financial accounts committee since her election. She is currently a member of the Executive Committee of GDF Suez, were she is in charge of Communications and Financial Communications. Gérard Bouché He was elected to the Supervisory Board in February 2007. He is the owner and operator of the E. Leclerc Shopping Center of Coulommiers and the golf of Boutigny (Seine-et-Marne-France). He is also Chairman of Bouché Distribution S.A.S., a French corporation. Michel Corbière He was elected to the Supervisory Board in February 2006. He is the founder of the group Forest Hill, which specializes in sports and leisure activities as well as in the hotel industry. He is also the founder of the French company Aquaboulevard de Paris. Philippe Geslin He was elected to the Supervisory Board in February 2007. He is also the chairman to the financial accounts committee since June 2007. He currently holds various corporate positions and board memberships in financial institutions and major companies (Calyon, Crédit Foncier de Monaco, Union Financière de France-Banque and Gecina). Philippe Labro He was elected as a member of the Supervisory Board in March 1996 and has been a member of the nomination committee since November 2002. He was Vice President and General Manager of the RTL France Radio. He is currently Project Director, Design and Operations of Labrocom S.A.R.L. and Vice President of Direct 8.



James A. Rasulo He was elected as a member of the Supervisory Board in May 2003. He is currently Chairman of Walt Disney Parks & Resorts for TWDC. On January 1, 2010, he will assume the role of Senior Executive Vice President and Chief Financial Officer of TWDC. Anthony Martin Robinson He was elected as a member of the Supervisory Board in December 2004. He is also a member of the financial accounts committee since April 2005. He is currently Executive Chairman of Center Parcs (UK) Ltd. Thomas O. Staggs He was elected as a member of the Supervisory Board in March 2002 and has been a member of the nominations committee since November 2002. He is currently Senior Executive Vice President and Chief Financial Officer of TWDC. On January 1, 2010, he will assume the role of Chairman of Walt Disney Parks & Resorts. The members of the Supervisory Board are also members of EDA's Supervisory Board. The business address of the members of the Supervisory Board with regard to their functions within the Group is the registered office of the Company (Immeubles Administratifs, Route Nationale 34, 77700 Chessy, France).



The Supervisory Board member's positions and directorships held in French and foreign companies over the past five fiscal years were as follows:

Members of the Supervisory Board Other positions and directorships held in French and foreign companies

Antoine Jeancourt-Galignani Chairman of the Board of Directors - SNA Holding (Bermuda) Ltd (until December 31, 2008) Chairman - Gecina (until June 2005)

Member of the Board of Directors - Kaufman & Broad S.A.

- Gecina (until June 16, 2009)

- Total (until May 15, 2009)

- SNA Holding (Bermuda) Ltd (until December 31, 2008) - SNA-Re (Bermuda) Ltd (until December 31, 2008)

- SNA SAL, Lebanon (until December 31, 2008)

- Société Générale (until May 27, 2008)

- AGF (until January 12, 2007)

Member of the Supervisory Board - Euro Disney Associés S.C.A.

- Hypo Real Estate Holding AG, Germany (until June 24, 2008)

- Jetix N.V., Netherlands (until September 2005) Valérie Bernis Member of the Executive Committee in

charge of Communication and Financial Communication

- GDF Suez

Member of the Board of Directors - Suez Tractebel - Société Monégasque d'Electricité et de Gaz (SMEG)

- Serna

- Storengy

Member of the Audit Committee - Euro Disney S.C.A.

Member of the Supervisory Board - Suez Environnement Company

- Euro Disney Associés S.C.A.

Representative of GDF Suez at the Board of Directors

- Les Mécènes du CENTQUATRE (Cultural and artistic platform for the city of Paris)

Permanent Representative of Suez at the Supervisory Board

- SAIP (newspapers "Libération") (until July 2008)

Gérard Bouché Chairman - Bouché Distribution S.A.S.

Manager - SGB S.A.R.L. (Société du Golf de Boutigny)

- Bouché Voyages S.A.R.L. - TLB S.A.R.L.

Member - ACDLEC (Association des Centres Distributeurs E.Leclerc)

- GALEC S.C.A. (Groupement d'Achats E.Leclerc)

- GEC (Groupement des Entreprises de Coulommiers)

- Chambre de Commerce et d'Industrie de Seine et Marne (until end 2006)


Michel Corbière Chairman and Chief Executive Officer - Groupe Forest Hill S.A. - Aquaboulevard de Paris S.A. Chairman - Forest Hill Développement S.A.S. Director - Hôtel Forest Hill Meudon Vélizy S.A. Permanent Representative of Forest Hill

Meudon Vélizy S.A. at the Board of Directors

- Hôtel Paris La Villette S.A.




Members of the Supervisory

Board Other positions and directorships held in French and foreign companies

Philippe Geslin Chairman of the Supervisory Board - Etam Développement (until December 31, 2007)

Manager - Gestion Financière Conseil

Member of the Board of Directors - Calyon - Crédit Foncier de Monaco - Union Financière de France-Banque - Gecina


Chairman of the Audit Committee

- Gecina

- Euro Disney S.C.A. Member of the Audit Committee - Union Financière de France-Banque - Etam Développement (until December 31, 2007) - Calyon - Altavia

Member of the Compensation Committee - Union Financière de France-Banque

Supervisory Auditor - Invelios Capital

- Société Vermandoise de Sucreries

Permanent Representative of Invelios Capital at the Supervisory Board

Permanent Representative of Invelios Capital at the Board of Directors

- Société Sucrière de Pithiviers Le Vieil

- Société Vermandoise - Industries Philippe Labro Project Director, Design and Operations - Labrocom S.A.R.L.

Vice president - Matin Plus

- Direct 8

Member of the Supervisory Board - Ediradio (RTL)

- Euro Disney Associés S.C.A.

Member of the Board of Directors - Bolloré Media (Direct 8)

- ECE S.A.

Columnist - Le Figaro

James A. Rasulo Chairman/President - ARDC-Ocala 201, LLC

- Disney Business Productions, LLC - W.D. Attractions, Inc.

- Disney Regional Entertainment Florida

- Walt Disney Parks and Resorts, Inc. (until March 29, 2009 as this

entity has been merged into Walt Disney World Co. and changed its corporate name to Walt Disney Parks and Resorts U.S., Inc.)

- Walt Disney Parks and Resorts Worldwide

- Character Concepts (until April 2006)

- Disney Destinations, LLC (until April 2006)

- Anaheim Ice Rink, LLC (until June 2005)



Members of the Supervisory Board Other positions and directorships held in French and foreign companies

James A. Rasulo (continued) Director and President - Club 33

- DCSR, Inc.

- Disney Entertainment Productions - Disneyland, Inc.

- Disney Magic Corporation

- Disney Regional Entertainment, Inc. (until June 2006)

- Disney Wonder Corporation

- Euro Disney Corporation

- Magic Kingdom, Inc. - Vista Title Insurance Agency, Inc.

- Walt Disney Entertainment (until March 29, 2009, as this entity has been merged into Walt Disney World Co. and changed its corporate name to Walt Disney Parks and Resorts U.S., Inc.)

- Walt Disney Imagineering Research & Development, Inc.

- Walt Disney Parks and Resorts Online

- Walt Disney Touring Productions

- WCO Parent Corporation

- Compass Rose Corporation (until August 2005) - Mighty Ducks Hockey Club, Inc. (until April 2005)

Director and Executive Vice President/ - Disney Realty, Inc.

Director and Vice President - WCO Land Corporation

- WCO Leisure, Inc.

Senior Vice President - Disney Worldwide Services, Inc.

Director - Disney Incorporated

- Disneyland International

- Disney Regional Entertainment, Inc.

- Regional Pursuits, Inc.

- Walt Disney Travel Co., Inc.

- Walt Disney Parks and Resorts U.S., Inc.

- WCO Hotels, Inc. - From Time to Time, Inc

- Vista Communications, Inc

- Walt Disney World Hospitality & Recreation Corporation (until September 2007)

- WDTCO Inc. (until September 27, 2009, as this entity has been

merged into Walt Disney Travel Co. and changed its corporate name to Walt Disney Parks and Resorts U.S., Inc.)


Executive Chairman - Center Parcs (UK) Ltd.

Anthony Martin Robinson

- Health Club Holdings Ltd.

Non-Executive Director - Regus Plc

Director - Figaro LLP - Alta Velocita Ltd - Center Parcs Europe (until 2004)


Member of the Audit Committee - Euro Disney S.C.A.



Members of the Supervisory

Board Other positions and directorships held in French and foreign companies

Thomas O. Staggs

Senior Executive Vice President and Chief Financial Officer

- Disney Enterprises, Inc.

Senior Executive Vice President and Chief Financial Officer / Chairman – Investment and administrative committee

- The Walt Disney Company

Vice President - ABC, Inc. - ABC News Online Investments, Inc. - Disney Media Ventures, Inc.

- Disney TeleVentures, Inc.

Director - Allemand Subsidiary, Inc. - B.V. Film Finance Co. II

Trustee - The Walt Disney Company Foundation

Executive Vice President - Disney Worldwide Services, Inc.

Chairman, President and Director - EDL Holding Company LLC

President and Director - Buena Vista Media Services, Inc. - EDL SNC Corporation - Euro Disney Investments, Inc. - WDW Services II, Inc. - WDT Services, Inc. - Lux Acquisition Corp. (until May 2006) - Jetix Europe N.C. (until January 2006)

President - Larkspur International Sales, Inc. - WDWH&R Services, Inc.

President and CEO - ABC Radio Holdings, Inc. (until June 2007)

Chief Financial Officer - ABC Family Worldwide, Inc.

Member of the Investment Committee - Steamboat Ventures, LLC


Mr. Rasulo and Mr. Staggs are senior executive officers of TWDC and Mr. Geslin is member of the board of directors and member of the audit committee of Calyon, which participated in the Group's financing, as lender and banks' agents. In order to avoid any potential conflict of interest or confidentiality situations, Mr. Geslin has undertaken to refrain from discussing any matters which potentially could involve a conflict of interest. Except as aforementioned, to the Group's knowledge, no potential conflicts of interest between any duties of the members of the Supervisory Board to the Group, and their private interests and/or duties exist. No member of the Supervisory Board is covered by an agreement as defined under Article L. 226-10 of the French Commercial Code, which governs related-party agreements with Supervisory Board members, with the Company or any of its subsidiaries, nor do they expect that any benefits will be granted under the terms of such a contract. To management's knowledge, members of the Supervisory Board: • Have not been convicted of any fraudulent offences in the previous five years; • Have not been associated in the previous five years with any bankruptcies, receiverships

or liquidations; • Have not been involved in any official public incrimination and/or sanction by statutory or regulatory

authorities (including designated professional bodies); • Have no family relationship conflicting with their responsibility as members of the Supervisory Board. • Have not been prevented by a court from acting as a member of an administrative, management or

supervisory body or participating in the management of a public issuer over the last five years.



With the exception of the members who represent TWDC, a compensation is allocated to each member of the Board in proportion to his/her attendance to the Board meetings and within a limit of four meetings per fiscal year ("jetons de présence"). A double jeton de présence is allocated to the Chairman of the Board. Members of the Company's Supervisory Board do not benefit from other compensation, indemnity or benefit as the result of the start or the end of their membership. No stock options of the Company have been granted to the members of the Supervisory Board. The Supervisory Board of the Company includes a financial accounts committee and a nominations committee. A part of the annual collective remuneration granted to the Board members at the annual shareholders' general meeting is allocated to each member of the financial accounts committee in proportion to his/her attendance and within a limit of three meetings per fiscal year and in addition to the compensation for attending Board meetings. A higher fee is allocated to the chairman of the financial accounts committee. The members of the nominations committee do not receive any compensation for serving on this committee. The Supervisory Board members do not receive any compensation for serving on the Board of EDA. The following table details the Supervisory Board's compensation:

Jetons de présence for Supervisory Board

meetings paid in Fiscal Year (2)

Jetons de présence for financial accounts committee meetings paid in Fiscal Year

Total compensation paid in Fiscal Year

Name 2009 2008 2009 2008 2009 2008

Antoine Jeancourt-Galignani 45,735 76,225 - - 45,735 76,225

Valérie Bernis 15,245 15,245 5,000 2,500 20,245 17,745

Gérard Bouché 22,867 38,112 - - 22,867 38,112

Michel Corbière 22,867 38,112 - - 22,867 38,112

Philippe Geslin 22,867 38,112 8,000 8,000 30,867 46,112

Philippe Labro 22,867 38,112 - - 22,867 38,112

James A. Rasulo (1) - - - - - -

Anthony Martin Robinson 18,581 28,669 3,334 3,334 21,915 32,003

Thomas O. Staggs (1) - - - - - -Total 171,029 272,587 16,334 13,834 187,363 286,421

(1) No fee is paid to a member of the Supervisory Board who is a representative of TWDC. During the Fiscal Year, compensation paid by TWDC to Mr. Thomas O. Staggs as Senior Executive Vice President and Chief Financial Officer of TWDC was comprised of an annual fixed salary, a bonus and restricted stock units and stock options granted to him by TWDC, which are annually disclosed to the Securities and Exchange Commission ("SEC") and will be published on the website of TWDC (http://corporate.disney.go.com) and on the website of the SEC (www.sec.gov).

(2) The Board met three times during Fiscal Year with an attendance rate of 85% compared to four times during fiscal year 2008.



THE MANAGEMENT COMMITTEE The Management Committee is comprised of the Chief Executive Officer's direct reports and defines the Group strategy. In addition, the Group also has four specialized committees described below. The members of the Management Committee sit in one or several of these committees. The four specialized committees are: • the Steering Committee, which focuses on the management of the overall income statement and

decision-making on strategic issues, • the Operations Committee, which focuses on operational problem solving and quality, safety and cost

management; • the Revenue Committee, which focuses on marketing, sales and pricing problem solving and on

management of our revenue across the core business; • the Development and External Affairs Committee, which focuses on the management of development

projects and matters relating to external stakeholders. The Management Committee members for the Fiscal Year are the following: Philippe Gas, Chief Executive Officer Philippe has been serving as CEO of Euro Disney S.A.S. since September 2008. He joined the Group in 1991 and was a member of the opening team at Disneyland® Paris. Over the six following years, he held a variety of positions before being promoted to Director, Corporate Compensation and moved to The Walt Disney Company headquarters in Burbank, California. In 2000, he served as Regional Vice President, Human Resources, The Walt Disney Company Asia-Pacific. In 2004, he returned to Disneyland Paris as Senior Vice President, Human Resources. A year later, he was appointed Senior Vice President, International Human Resources, Walt Disney Parks and Resorts. In 2006, he was promoted to the position of Executive Vice President, Human Resources, Diversity & Inclusion for Walt Disney Parks & Resorts worldwide. Dominique Cocquet, Senior Vice President Strategic Project Consulting and Development Dominique joined the Group in 1989 as Manager of Real Estate Finance. He was promoted in 1992 to Vice President in charge of Development & External Relations. Since October 2008, Dominique has served as Senior Vice President, Strategic Consulting and Development. Federico J. Gonzalez, Senior Vice President Marketing Federico joined the Group in November 2004. Prior to joining the Group, he spent sixteen years within The Procter & Gamble group, where he assumed various positions as Brand Manager Spain followed by three years at the group's European Headquarters in Brussels and two years as Director Marketing for Procter & Gamble Nordic, before being promoted to General Manager Portugal. George Kalogridis, Senior Vice President & Chief Operating Officer George joined the Group in 2006. He began his career with Disney as a member of the opening team of Walt Disney World Resort in Florida. He held a number of positions at Disneyland Resort California, including working on the opening of Disney's California Adventure Park and Downtown Disney. Before joining the Group he was Vice President Travel Operations in Florida. George was promoted to President, Disneyland Resort on October 12, 2009. A transition period will take place until the arrival of his successor. Greg Richart, Senior Vice President - Chief Financial Officer (from August 1, 2009) Greg joined the Group in 2007. He began his career with Arthur Andersen in Los Angeles. In 2003, he joined the Transaction Support department at The Walt Disney Company in Burbank. In 2007, he joined the Group as Vice President and Chief Accounting Officer. On August 1, 2009, Greg was promoted to Senior Vice President - CFO.



Ignace Lahoud, Senior Vice President - Chief Financial Officer (until July 31, 2009) Ignace joined the Group in 1991 and was a member of the opening team at Disneyland® Paris. He held a variety of positions at Euro Disney before joining The Walt Disney Company's Corporate Administration team in California in 1997. In 2001, he was promoted Senior Vice President - CFO for The Walt Disney Company in Latin America, before returning in September 2005 to Disneyland Paris as Senior Vice President - CFO. He was replaced by Greg Richart on July 31, 2009 and is now Chief Financial Officer of The Walt Disney Company Europe. Norbert Stiekema, Senior Vice President Sales & Distribution Norbert joined the Group in 2004. Prior to joining the Group, he was working for KLM Royal Dutch Airlines in several revenue management and distribution positions. He was promoted to Consumer Direct Manager for Benelux, Commercial Manager for France and General Manager for Southern Africa, Italy and Germany. Jeff Archambault, Vice President Communication Jeff joined the Group as part of the opening team in 1992 as Finance Manager for Human Resources and G&A divisions. Since then, he has taken on positions of increasing responsibility including Director Purchasing & Logistics, Director Maintenance & Landscaping, Vice President Park Operations, Vice President Walt Disney Studios Development and Vice President Corporate Alliances and Alliance Marketing. In his current position, Jeff is responsible for Corporate and Internal Communications and Community Relations. Francis Borezée, Vice President Resort & Real Estate Development Francis joined the Group in 1991 as Director Land Development. Prior to joining the Group, he spent more than 10 years with the Sari Group, a Paris-la-Défense property developer. He was promoted to Vice President Real Estate Development in 1998. As of October 2005, he extended his responsibilities to include the Resort and the Disney® Village development. Neil Corbett, Vice President Business Insight & Improvement Neil joined the Group in 2007 as Vice President Business Insight & Improvement. He began his career with Disney in 1996 in various leadership positions of increasing responsibility. Prior to joining the Group, Neil was Director of Revenue Management for Walt Disney World Resort with responsibilities for Disneyland Paris and Hong Kong Disneyland Resort. Andrew de Csilléry, Vice President Disneyland Paris Strategy & Development Andrew joined the Group in February 2004. Following a career as a consultant with Touche Ross and Gemini Consulting, he joined Bass PLC (which is now the InterContinental Hotels Group) where he held a number of roles of increasing responsibility within the strategy division in London and in Singapore before becoming Regional Vice President of Operations New Zealand / South Pacific region. Daniel Dreux, Vice President Human Resources Daniel joined the Group in 1992. Prior to joining the Group, he spent 10 years in the Burger King group, where he held a certain number of positions of increasing responsibility. In 1992, he joined the Group as Manager, Labor Relations and held a variety of leadership positions in Human Resources, Purchasing, General Services, and Security. In 2003, he was named Vice President - Labor Relations and subsequently Vice President - Human Resources in 2007. Thierry Leleu, Vice President External Relations Thierry joined the Group in January 2006 as Director - External Relations before being promoted Vice President - External Relations, in charge of the Group's political and corporate affairs. Prior to joining the Group, he held a variety of positions of increasing responsibility in the French and European administrations. After being Advisor to the permanent representation of France at the European Union and then assuming different functions in Ministerial Cabinets of Interior, Infrastructures, Transportation and Social Affairs, Thierry held the position of 1st Diplomatic Advisor at the French Embassy of South Africa.



François Pinon, Vice President – General Counsel François joined the Group in 1989 and was a member of the opening team at Disneyland® Paris. Over the six following years, he held various positions within the Group Legal Affairs Department. From 1995 to 1997, he joined Solidere, a Lebanese company in charge of Beirut reconstruction, as Senior Counsel. Then, from 1997 to 2000, he joined EDS France, a leading global technology services provider, as General Counsel. He returned to the Group in 2000 as Deputy Legal Counsel. In April 2004, François was promoted to Vice President – General Counsel. The Management Committee members are not required by law to hold a minimum number of shares of the Company. The Company however requires each member to hold a minimum of 250 shares for the duration of their membership. During the Fiscal Year, the aggregate compensation and other amounts incurred by the Group on the behalf of the Management Committee members was € 5.7 million. The compensation of the Management Committee members during the Fiscal Year, including social charges and relocation expenses, was € 5.1 million. In addition to this compensation, during the Fiscal Year the Group incurred € 0.6 million for pension, retirement or similar benefits on the behalf of the Management Committee members. As of September 30, 2009, these same officers held together a total of 240,557 of the Company's stock options, 517,376 of TWDC's stock options and 139,485 of TWDC's restricted stock units. For additional information on the Company's stock options, see note 19 of the Consolidated Financial Statements. The Group bears the cost of all compensation paid to the Management Committee members in relation to their duties to the Group. No specific extra pension scheme is in place for the Management Committee members. During the fiscal years 2008 and 2007, the aggregate compensation and other amounts incurred by the Group on the behalf of the former Executive Committee members was € 5.1 million and € 6.0 million, respectively. During fiscal years 2008 and 2007, the size of the Executive Committee has varied. To management's knowledge, members of the Management Committee: • Have not been convicted of any fraudulent offences in the previous five years; • Have not been associated in the previous five years with any bankruptcies, receiverships

or liquidations; • Have not been involved in any official public incrimination and/or sanction by statutory or regulatory

authorities (including designated professional bodies); • Have no family relationship conflicting with their responsibility as members of the Management

Committee; • Have not been prevented by a court from acting as a member of an administrative, management or

supervisory body or participating in the management of a public issuer over the last five years. No member of the Management Committee is covered by an agreement as defined under Article L. 226-10 of the French Commercial Code, which governs related-party agreements with executive committees members, with the Company or any of its subsidiaries, nor do they expect that any benefits will be granted under the terms of such a contract. To the Group's knowledge, no potential conflicts of interest between any duties of the members of the Management Committee and their private interests and/or duties exist.



HUMAN RESOURCES INFORMATION With an average of more than 13,000 employees, the Group is the largest employer in the Department of Seine-et-Marne and has generated more than 50,000 current jobs (directly and indirectly). The Company, EDA and ED Spectacles S.A.R.L.1 as well as Euro Disney S.A.S, are pooled together as a French economic labor unit ("UES"). The UES is regulated by the National Collective Bargaining Agreement of the French Amusement Parks ("Branche des Espaces de Loisirs, d'Attractions et Culturels"), according to an agreement signed April 26, 2001 with six out of the seven trade unions represented in the UES. GENERAL INFORMATION ON HUMAN RESOURCES In 2008, an internal survey on employee satisfaction showed that the following factors were considered most important and present in the employment environment at Disneyland® Paris: pride in the Group, job security and diversity. This is reflected in the increased proportion of permanent positions over the past three years. As of September 30, 2009, 2008 and 2007, the number of employees of the UES was as follows: September 30, 2009 2008 2007 Permanent contracts 11,820 92% 12,007 91% 11,406 90%Fixed-term contracts 924 7% 989 8% 1,126 9%Intermittent contracts 161 1% 168 1% 150 1%Total 12,905 100% 13,164 100% 12,682 100% In 2008, the Group received the 5th Annual Trophy for Cultural Diversity as an award for its commitment to diversity. This award was given by external human resources officers with the support of the French agency for social cohesion (Agence Nationale pour la Cohésion Sociale et l'Egalité des Chances). In 2009, the Group signed the Diversity charter to exhibit its commitment to diversity through recruitment and internal promotions. The Group has signed an agreement for disabled workers employment on December 26, 2007. This agreement is effective for three years. In 2004, the Group also obtained the certificate "Tourisme & Handicap" and is the only French resort that qualifies for this distinction for the following handicaps: physical, mental, auditory and visual. During the Fiscal Year, approximately 2.8% of the total workforce were disabled workers. For the Fiscal Year, the total labor force under permanent contracts included 46% women and 54% men. More than one hundred nationalities were employed at the Resort during the Fiscal Year with about twenty different languages spoken. The average age of employees is 35 years. In 2009, the average term of employment was 8 years, while more than 37% of employees have been employed by the Group for more than ten years and 47 employees have been employed for more than twenty years. Operations are based on a 35-hour work week. Due to the seasonal nature of the business, the need for employees is also seasonal. Accordingly, a system has been developed and used in both the Theme Parks and the Hotels to optimize scheduling and employee mobility between the Theme Parks and Hotels. The system improves efficiency by automating both scheduling and the corresponding pay systems. In conjunction with this system, flexible working contracts have been negotiated with employee representatives. Special part-time contracts such as four-day work weeks or personalized contracts have also been put in place. This new flexibility has helped management to better match the number of employees with the level of activity.

1 A direct wholly-owned subsidiary of EDA, which operates the Buffalo Bill's Wild West Show within the Disney® Village.



During the Fiscal Year, the Group launched innovative recruitment campaigns throughout Europe, leveraging its partnerships. As an example, in January 2009, the Group leveraged its travel alliance partnership with SNCF for a recruitment campaign. The Group's recruiting officers used iDNiGHT Trains à Grande Vitesse lounge areas as recruitment offices to offer job opportunities and to interview applicants. Over the Fiscal Year, more than 98,000 non-solicited job applications were received. During the Fiscal Year, 6,339 employees have been hired1, of which 21% under permanent contracts, 56% under fixed-term contracts and 23% under temporary contracts. More than 70% of the total permanent contracts were hired full-time (i.e. a 35-hour work week), and 30% were hired for work weeks ranging from 16 to 28 hours. During the Fiscal Year, the total number of employees dismissed was 351 compared to 388 in the prior-year period, of which 26% for professional misconduct and 74% for real, serious and other causes. This represents 2.6% of the average labor force in employment during the Fiscal Year. During the Fiscal Year, legal absences were mainly due to paid and unpaid holidays (40%), days off relating to illness (19%), days off relating to training (13%), days off relating to work-related accidents, maternity leaves (5%) and other reasons (23%). For the Fiscal Year, total employee costs amounted to € 509.5 million, of which € 12.5 million was paid to temporary employment agencies. Employees worked a total of 358,597 overtime hours over the Fiscal Year. This represents 2.2% of total labor hours worked during the Fiscal Year. The average wage increase to employees present throughout the Fiscal Year was 4.2%, representing a general wage increase as well as specific increases related to position changes, length of service and merit. The average payroll tax rate paid by the Group was approximately 41.2% of gross salaries. The Group has made no distributions under its statutory profit sharing plan and there is no supplemental profit sharing plan applicable for the Fiscal Year. The Group does not offer shares of the Company to its employees through a company savings scheme. PROFESSIONAL TRAINING AND DEVELOPMENT OF SKILLS In order to deliver a high quality experience to guests, the Group is committed to providing personal and professional development to its employees. This is managed by both the Disney University, Disneyland® Paris' internal training facility, and Human Resources ("HR") services. The Disney University provides training related to Management and Leadership Development, Culture and Heritage, Language, Administrative and Computer programs. Alongside the Disney University, the HR services training team offers professional training for all employees in order to ensure guest and cast safety, improve efficiency in operations, learn about technical evolutions and strengthen service quality. For each job and area, the training teams design courses and programs using various learning methods (classroom programs, on-line tools, forums and various other tools). This allows employees to practice and acquire concrete skills. Some programs help employees obtain recognized certification in their trade or access to management positions. The programs support the Group's activities and take into account employee diversity. They are provided from an employee's first day in the company and during his or her entire career at Disneyland Paris. The Group is certified by the Ministry of Labor to provide employees with a national diploma "Agent de Loisirs", based on the training program "Hôte d'Accueil Touristique". This diploma acknowledges an employee at the national level for the skills and experience he/she has developed.

1 The number of hirings corresponds to the number of persons who have signed at least one employment contract (permanent contract, fixed-term contract or temporary contract) during the Fiscal Year.



In January 2006, the Disney University became one of the first 34 training centers given the NF Service Label certification for continued development ("NF Service Formation Professionnelle Continue"). This recognition was delivered by AFNOR Certification, an independent organization, recognizing Disney University's commitment in consistently providing high quality training programs to employees. The Group is the only organization in the theme parks business that has achieved this honor. Over the prior calendar year, training costs represented 4.64% of total gross salaries (compared to the minimum legal requirement of 1.6%). HEALTH AND SAFETY CONDITIONS Since 1997, the Group has developed an integrated strategy under an internal Quality-Health, Safety and Working Conditions-Environment charter. During the Fiscal Year, 123 meetings of the Health and Safety council (called "CHSCT") were held, including 6 meetings of the central CHSCT. For the Fiscal Year, the percentage of gross salaries paid to social organizations relating to accidents at work was 2.05% for EDA, 1.10% for Euro Disney S.A.S. and 4.01% for ED Spectacles S.A.R.L. SOCIAL RELATIONSHIPS Seven French labor unions, the Confédération Générale du Travail (C.G.T.), the Confédération Française Démocratique du Travail (C.F.D.T.), the Confédération Française de l'Encadrement - Confédération Générale des Cadres (C.F.E.-C.G.C.), Force Ouvrière (F.O.), the Confédération Française des Travailleurs Chrétiens (C.F.T.C.), the Syndicat Indépendant du Personnel Euro Disney (S.I.P.) and the Union Nationale des Syndicats Autonomes (U.N.S.A.), are represented at the Resort. The mandates of both unions and their representatives were renewed in 2007, for a period of four years, as now required by law. 26 meetings of the Workers Council and 201 meetings of the Staff Representatives were held during the Fiscal Year. The Group has signed an agreement on male / female equality in July 2007 with six out of the seven of the Resort's labor unions. This agreement primarily covers guidelines to eliminate all forms of discrimination, to take into consideration parenthood throughout the employees' career and to balance an employee's personal and professional life. COMMUNITY RELATIONS For the Fiscal Year, the Workers Council budget for community relations represented 0.53% of total gross salaries paid to employees and its operating budget represented 0.2% of total gross salaries paid to employees. The Group is part of the "Children In Need" sponsorship program. This program includes three major parts: • hospital visits by Disney® characters; • the Children's Wishes program that allows seriously ill children to make their dreams come true at the

Resort; • the actions of the Disney VoluntEARS Club.

In addition, the Group supports certain charity associations through its collection and donation programs.



SUBCONTRACTING For the Fiscal Year, the main subcontracting agreements that the Group has in place relate to security services, hotel room and theme parks cleaning and printing activities dedicated to marketing.



ENVIRONMENTAL ACTIVITIES INFORMATION The Group is committed to minimizing its overall impact to the environment while encouraging employees, guests and business associates to commit to environmentally responsible behavior. Specifically, the Group aims to conserve water, energy and ecosystems, to reduce greenhouse gas emissions, to minimize waste and to inspire public consciousness in support of environmental sustainability. The Group complies with, and in some cases exceeds, environmental laws and regulations at French and European levels and is committed to regularly communicating both internally and externally its progress in implementing its policies and achieving its targets. CERTIFICATIONS RELATED TO ENVIRONMENT MANAGEMENT The environmental strategy of the Group is focused on risk prevention and control, the improvement of environmental performance and preparation for the future using innovative solutions. In addition, the Group has developed an environmental management system based on the ISO 14001 certification, integrated within the Walt Disney Parks & Resorts Safety and Environment strategy. The goals of this global approach are to ensure the safety of guests, employees, property and the environment. ENVIRONMENT MANAGEMENT WITHIN THE GROUP The Disneyland® Paris environmental team works in cooperation with TWDC's environmental affairs team and the environmental partners of other Disney parks to develop new standards and policies. In 2008, the Group launched "Green Standard", a global program designed to engage every employee in specific environmentally friendly behaviors. This program rolled out in four phases introducing rules related to workspace (April 2008), meetings & events (September 2008), travel (December 2008) and dining (February 2009). At Disneyland Paris, various project internal working groups are in charge of implementing specific policies or initiatives related to energy consumption, waste management, emissions reduction and employee behavior changes. These project groups work on these and other environmental subjects in cooperation with the Group's Environment Strategy, Environment Protection, Cleaning Backstage and Energy Savings permanent departments. A specific team is also in charge of monitoring certain locations on the site that are classified for environment protection, of which 11 require an authorization delivered by the Préfecture de Seine-et-Marne (French state department) and 38 require a declaration made to the Préfecture de Seine-et-Marne, each with specified prescriptions. Two internal auditors carry out regular audits to review whether the recommendations are effectively applied and to inform operators on existing or new regulations. OPTIMIZING UTILITIES CONSUMPTION AND ENCOURAGING RENEWABLE ENERGIES DEVELOPMENT Utilities consumption for the past three fiscal years is presented below: Fiscal Year Utility consumption 2009 2008 2007Water (thousands of m3 per year) 1,925 1,971 1,861 Domestic natural gas (MWh per year) 110,384 105,967 91,320 Electricity (MWh per year) 190,152 198,000 192,135



In April 2009, the Group set itself a 10% reduction target in electricity consumption by 2013 compared with 2006 relative levels. This target should be achieved by a combination of technical efforts and behavioral changes. A team of Disneyland® Paris is dedicated to the monitoring of electricity, natural gas and water consumption through daily electronic analyses to ensure the reactivity of corrective actions when necessary. This team remains committed to optimizing its centralized technical management system covering air conditioning, heating and lighting with the aim of limiting energy losses. In 2006, the Group committed to purchase each year 15% of its electricity consumption from renewable energy sources. The Group selected "kWH Equilibre" program which is provided by the French Electricity Company ("EDF"). This program is backed by green certificates provided by the Renewable Energies Observatory ("Observatoire des Energies Renouvelables"), which is a French independent institute dedicated to the issuance of green certificates. This commitment covers 30,000 MWh, which is the equivalent to the consumption of two large hotels. Water resources are primarily used for sanitary usage, ornamental ponds, irrigation, washing and the production of chilled water for restaurants and guests rooms. Reduction of water consumption is important to the Group and efforts have been strongly reinforced since 1998. For example, the former ice skating rink at Disney's Hotel New York® has been replaced by a synthetic ice skating rink. The Group has recently studied the potential benefits of having its own wastewater treatment plant. Subject to the Group's financial partners approval, this project will lead to the recycling and reuse of 80% of the treated water for irrigation, road and sidewalk washing or ornamental ponds. REDUCING DIRECT GREENHOUSE GAS EMISSIONS In March 2009, TWDC announced a goal of achieving zero net direct greenhouse gas emissions in the long term, getting halfway there by 2012. Specifically, during the Fiscal Year, the Group launched an inventory of its greenhouse gas emissions. The Group has also implemented a travel plan aimed at optimizing professional trips and at limiting the use of individual cars. Following a decree dated May 31, 2007, EDA received an annual carbon dioxide allowance of 14,683 tons (i.e. 73,415 tons for the five year period from 2008 to 2012) under the French National Allocation Plan for Greenhouse Gas Emissions ("PNAQ2"). During the Fiscal Year, CO2 emissions amounted to 11,402 tons. For calendar year 2008, EDA declared 10,908 tons of CO2 emissions. These used quotas have been checked by the BVQi (consultant validated by the Ministère de l'Ecologie, de l'Energie, du Développement durable et de la Mer) and correspond to the emissions of the 48 MW gas heating system that allows, through a hot water network, to heat the buildings and produce hot sanitary water for the parks and the Disneyland® Hotel. MINIMIZING WASTE In March 2009, TWDC announced a goal of achieving zero waste to landfill over the long term. Key steps are to decrease the quantity of solid waste incinerated, to increase the proportion of purchases including post-consumer recycled material and to implement a recycling program throughout the site. Examples of such initiatives implemented during the Fiscal Year were the installation of recycling bins for cans and plastic bottles collection in the Walt Disney Studios® Park and the use of retail merchandise bags made with a minimum of 80% post-consumer recycled plastic content that incorporated messages to promote the reuse of the bag. The Group's annual production of waste represented 19,739 metric tons for the Fiscal Year. The percentage of recycled waste was about 46%. Non-hazardous industrial waste and hazardous industrial waste are collected and sorted separately. Employees have been made aware of the Group's objective to develop sorting by material and to optimize waste sorting at the source.



Cardboard recycling is one of the Group's environmental priorities, which is evidenced by an increase in cardboard tonnage collection. 1,438 tons were collected for the Fiscal Year compared to 1,413 tons in prior fiscal year. Employees are informed on a monthly basis of the results from cardboard collections. During the Fiscal Year, 338 tons of office paper were collected on the Resort compared to 326 tons in the prior fiscal year. The purchase of 100% recycled paper for internal administrative activities was encouraged during the Fiscal Year. CONTROLLING AND MINIMIZING IMPACTS ON THE ENVIRONMENT The quality of the water on the Resort is analyzed and controlled regularly. The quality of water in use and water discharges related to the activities of the Resort are monitored internally. Specialized technicians process tests on ornamental lakes, storm water and waste water samples using an internal physico-chemical and bacteriological laboratory. In addition, measures and analysis of the parks and administrative buildings water tributaries are performed by an external laboratory that is accredited by the COFRAC ("Comité Français d'Accréditation", French committee of accreditation). Preventive measures have been implemented to limit consequences if there was an accidental polluted water discharge outside of the Resort. Because the Resort provides "Magic" 365 days per year, some shows may produce noise pollution for persons living near the Resort. Specific measures have been implemented in order to reduce noise pollution. Resort activities do not generate any unpleasant odors. PREVENTIVE MEASURES PROTECTING HEALTH AND ENVIRONMENT A guide on accident prevention is provided to all new employees. This guide refers to waste recycling, energy and water conservation and chemical products that might impact the environment. In addition, as part of a communication plan, several articles related to the environment have been written and disclosed in the Resort's internal magazine. Finally, the "Earth Day" exhibit is set up every year to present specific environmental themes to employees. A certification team authorizes the use of chemical products for the entire Resort. As a consequence, this team performs a risk analysis for every chemical product used at the Resort using a safety data form, which includes health and work safety, environment, fire and medical data. If needed, substitute products are selected which are less toxic and/or dangerous for human health and for the environment. In 2007, a steering committee was formed to review all of the procedures linked to the management of chemical products. In addition, during the Fiscal Year, 1,175 employees were trained on chemical risks (in particular employees from the maintenance, food and beverage, entertainment departments and the employees participating in the training program "Hôte d'Accueil Touristique"). EXPENSES RELATED TO ENVIRONMENTAL ISSUES In addition to the operating expenses incurred by environmental teams, the Group regularly invests in equipment necessary to support its environmental program. No provisions or guarantees for environmental risks are recorded as of September 30, 2009 as no significant environmental risk has been identified. The Group has not been subject to legal proceedings in respect of environmental matters. Moreover, there are no legal actions outstanding related to environmental issues. To the Group's knowledge, there is no environmental issue that may affect the Group's utilization of its tangible fixed assets, except those described above.



INSURANCE AND RISK FACTORS INSURANCE The Group has taken out several insurance policies with major insurance companies covering its main risks. The main coverages related to those risks are: • property damage and consequential business interruption coverage up to € 2.0 billion per occurrence

for assets the Group owns or operates. The deductibles are € 0.3 million per occurrence for property damage and € 1.5 million per occurrence for business interruption; and

• general liability coverage for the Company or its agents (in particular for bodily injury, theft

or any damage caused to a third party). Total insurance premium expense for the Fiscal Year was € 3.7 million compared to € 3.4 million and € 4.0 million for fiscal years 2008 and 2007, respectively. Significant risks are transferred through insurance policies issued in an "All Risks Except"-form basis with the standard risk exclusions of the insurance market. The Group believes that its insurance coverage is adequate to protect itself in the event of incidents of the kind described above. The Group also believes there are no significant risks that are not covered by an insurance policy, except for those risks excluded as general practice by the insurance market (including, for example, pandemics, terrorism or acts of nature) or for the risks described hereunder. RISK FACTORS Risks Related to the Group's Borrowings The Group's high level of borrowings requires the Group to devote a large portion of its operating cash flow to service debt, and may limit its operating flexibility. The Group is highly leveraged. As of September 30, 2009, the Group had consolidated borrowings of € 1,970.2 million and equity of € 287.0 million. In addition, the Group incurs significant royalties and management fees to affiliates of TWDC. The Group's high degree of leverage and the undertakings towards the Lenders1 can have important consequences for its business, such as: • limiting the Group's ability to invest operating cash flow in its business, because it uses a substantial

portion of these funds to pay debt service and because the Group's debt covenants restrict the amount of its investments;

• limiting the Group's ability to make capital investments in new attractions and maintenance of

the theme parks and hotels, both of which are essential to its business, in particular to continue to attract guests. The Group is required to obtain separate lenders authorization for significant capital expenditures that exceed, alone or in aggregate, 5% of Group revenues (excluding participant revenues). As of September 30, 2009, the Group has obtained lenders authorization to launch the construction of new attractions to be delivered in fiscal year 2010. There can be no assurance that lenders authorization will be obtained and that the Group will be in a position to make new significant investments in the future, which could impact the Group's ability to attract guests;

• limiting the Group's ability to borrow additional amounts for working capital, capital expenditures,

debt service requirements or other purposes; and

1 Lenders correspond to each of the banks, financial institutions and creditor companies of EDA, EDL Hôtels S.C.A. or the consolidated financing

companies.



• limiting the Group's ability to withstand business and economic downturns, because of the high percentage of its operating cash flow that is dedicated to servicing its debt. See section "Fiscal Year 2009 consolidated results of the Group - Cash flows" for a discussion on the Group's cash flow during the Fiscal Year.

If the Group cannot pay its debt service, royalties and management fees or meet its other liquidity needs from operating cash flow, the Group might have to delay planned investments, obtain additional equity capital, restructure its debt or sell assets. Depending on the circumstances at the time, the Group may not be able to accomplish any of these actions on favorable terms, or at all. The Group's financing agreements limit its ability to take some actions that could generate additional cash proceeds. The Group has defined performance objectives and must respect certain financial covenants requirements. The Group has covenants under its debt agreements which limit its investments and financing activities. The Group has also defined performance objectives and must respect certain financial covenant requirements under its debt agreements. There can be no assurance that these covenants will be met for any particular future measurement period. If compliance with financial performance covenants cannot be achieved in any future fiscal year, the Group will have to appropriately reduce operating costs, curtail a portion of planned capital expenditures and/or seek assistance from TWDC or other parties as permitted under the debt agreements. If these efforts were unsuccessful, the relevant Lenders could accelerate the maturity of the debt and take other actions that could adversely affect the Group. For additional information regarding the financial performance covenants, see section "Fiscal Year 2009 consolidated results of the Group - Cash flows" above. The Group has recently incurred losses, and there is uncertainty regarding its ability to generate profits in the future. The Group's net loss for the Fiscal Year amounted € 63.0 million, compared to a net profit of € 1.7 million and a net loss of € 41.6 million in fiscal years 2008 and 2007, respectively. There can be no assurance that the Group can record profits in the future. Accordingly, the value of the Company's shares could be adversely affected. Risks Related to Financial Market Exposure The Group has significant variable rate debt for which it makes regular interest payments, excluding TWDC loans as interest on these loans is only payable beginning 2017. The Group also has cash and cash equivalents, on which it receives a variable rate of interest return that approximates the variable interest rate on borrowings. The Group's net exposure to interest rate risk is thus equal to total variable rate borrowings less TWDC loans and cash and cash equivalents. The Group therefore only hedges the net of these preceding amounts. As of September 30, 2009, the Group considers that it has no material exposure to interest rate risk that could materially negatively impact its results. The following table presents the Group's net exposure to interest rate risk as of September 30, 2009: (€ in millions) September 30, 2009Variable rate borrowings excluding TWDC loans 267.7

Less cash and cash equivalents (340.3)Net interest rate exposure (72.6)



A portion of the Group's purchases and capital investments are denominated in U.S. dollars and could be adversely affected by an increase in the relative value of the U.S. dollar against the euro. The Group attempts to reduce the forecasted dollar risk by purchasing hedging instruments, although it cannot be certain that its hedging techniques will be fully effective to insulate the Group from the risk of changes in value of the U.S. dollar. A weakening of the U.S. dollar also makes tourist destinations in the United States relatively more attractive, increasing competitive pressures on the Group and potentially adversely affecting attendance at the Resort. In addition, a significant portion of the Group's guests come from the United Kingdom, which is not part of the euro zone. An increase in the relative strength of the euro against the British pound raises the price of a visit to the Resort for guests visiting from the United Kingdom and negatively affects their rates of attendance, per-guest spending and hotel occupancy. The following table presents the impact on Net loss attributable to equity holders of the parent and Shareholders' equity of a hypothetical 10% relative strengthening or weakening in foreign exchange rates to the euro on September 30, 2009: Foreign exchange rate hedging instruments (€ in millions) +10% Recorded value -10%Fiscal Year 2009

Net loss attributable to equity holders of the parent (54.9) (55.5) (56.1)Shareholders' equity 191.8 186.6 181.4

Risks Related to Real Estate Development Adverse market conditions may affect the Group's real estate development segment The performance of the Group's real estate development segment could be adversely affected by real estate market conditions in France and in the Paris area. The Group records revenues in this segment primarily from the sale of land to real estate developers. In the Fiscal Year, the Group recorded € 9.0 million of net profit from this segment, while the Group's resort operating segment recorded a loss of € 72.0 million. If the Group is unable to record significant profits from real estate development in the future, its overall profitability could suffer. The real estate development market in France and in the Paris area is currently characterized by stagnant or falling property values and a lack of liquidity, resulting primarily from a decline in the overall French economy. If conditions do not improve, or if they deteriorate further, then the business of major real estate developers, and their ability to purchase land from the Group for new development projects, will be adversely affected. The Group must meet real estate development deadlines to maintain its land rights. The Master Agreement1 provides the Group the right, subject to certain conditions, to acquire the land necessary for the expansion of the Resort on the Marne-la-Vallée site. The maintenance of these acquisition rights is subject to certain minimum development deadlines which if not met, would result in the expiration of these rights. Also, any land acquisition rights for the remaining undeveloped land that is not included in a development phase approved by the Group and the relevant political authorities in March 2017 will expire.

1 The Master Agreement corresponds to the agreement on the creation and the operation of Euro Disneyland in France dated March 24, 1987 made

between the French Republic, certain other French public authorities and TWDC, as amended on July 12, 1988, July 5, 1991, December 30, 1994, May 15, 1997, September 29, 1999 and December 22, 2004.



Although the Group's management actively monitors the development deadlines, the development of the Resort area is largely subject to the regional demand for commercial and residential real estate. If the Group is unable to meet its development deadlines, it could lose the rights to acquire the remaining undeveloped land under the Master Agreement. Risks Related to Potential Conflicts of Interest TWDC currently owns 39.78% of the Company's shares and voting rights through an indirect, wholly-owned subsidiary, EDL Holding Company LLC. In addition, TWDC owns 18% of EDA through two indirect wholly owned subsidiaries. Through its ownership interests, rights and relationships, TWDC has control of the Company and EDA. Under French law, the Company's business (and that of EDA) is managed by a management company, the Gérant, which is appointed by the Company's general partner. The Company's and EDA's management company is a wholly-owned indirect subsidiary of TWDC. The Company's general partner is a wholly-owned indirect subsidiary of TWDC. EDA's general partners are a wholly-owned subsidiary of the Company and two wholly-owned indirect subsidiaries of TWDC, respectively. EDA incurs significant management fees payable to the Gérant. The shareholders of the Company and of EDA elect a Supervisory Board to oversee the Company and EDA, respectively, but the Supervisory Board does not have the power to remove the Gérant. For a description of the Company's corporate governance, see section headed "The Company and its Governance Bodies" of the 2008 Reference Document. The Group also has several commercial agreements with TWDC that are important to the Group's operations. The Group uses TWDC intellectual and industrial property rights, for which the Group pays royalties to an affiliate of TWDC. The Gérant provides and arranges for a variety of technical and administrative management services, for which it receives a fee from the Company and is reimbursed for its direct and indirect costs. The termination of these agreements or certain modifications of these agreements may have a negative impact on the Group results and Group financial condition. These agreements of the Group with TWDC and its affiliates create potential conflicts of interest. While the Group believes that its dealings with TWDC and its affiliates are commercially reasonable, the Group has not solicited bids or independent evaluations of the terms for all of its agreements with TWDC. All such agreements must be authorized by the Company's or EDA's Supervisory Board as related-party agreements. Furthermore they must be subsequently ratified by the companies' shareholders and a special report thereon must be issued by the Company or by EDA's Supervisory Board and their statutory auditors. Members of the Company's Supervisory Board who are affiliated with TWDC are not entitled to vote on such agreements. Risks of Investing in the Theme Park Resorts Business Attendance and spending per guest are variable and can be impacted by several factors such as seasonality or economic and geopolitical conditions. The Resort is subject to significant seasonal and daily fluctuations in attendance and spending per guest and to the effects of general economic conditions. While the Group has implemented and continues to implement measures designed to reduce fluctuations in attendance and spending per guest to mitigate these impacts, the Group cannot be certain that such measures will be sufficient and will permit to avoid significant declines in profitability. In addition, the effectiveness and timing of marketing campaigns can have a significant impact on attendance and spending per guest levels. Given the discretionary nature of vacation travel and the fact that travel and lodging expenses often represent a significant expenditure for the average consumer, such expenditures may be reduced, deferred or cancelled by consumers during times of economic downturn or uncertainty.



The Group's activity is dependent on the economic environment, in particular in its six major markets comprising France, the United Kingdom, Benelux (Belgium, Luxembourg and the Netherlands), Spain, Italy and Germany. During the Fiscal Year, consistent with the broader tourism industry in Europe, the Group has been impacted by the challenging economic environment. Consumer behavior has changed through traveling closer to home, seeking promotional offers to find the best possible price-value option and waiting until close to the departure date to make a purchase decision. Corporate spending on discretionary budgets has also been negatively affected. These changes have impacted and could impact the Group's guest mix and convention business in the future. In recent years, the economic environment in Europe and worldwide has also been significantly impacted by a number of major events, including international terrorist attacks and significant disruptions in financial markets that could have impacted commodity prices, interest rates and foreign exchange rates, and that could have adversely affected market liquidity and increased the cost of credit. These events could impact the Group's activities, more particularly its convention business. Although the Group's management closely monitors its operating trends and has developed cost-reduction strategies to mitigate such risks, such steps, depending on the duration and intensity of the downturn, may be insufficient to prevent the Group's financial performance and condition from being adversely affected. The Group makes significant capital expenditures which may not drive incremental attendance. During the Fiscal Year, the Group completed its Development Plan, which included the construction of new attractions and other investments designed to add to the appeal and capacity of Disneyland® Paris, further enhancing the guest experience to drive revenue growth. In Fiscal Year 2009, the Group obtained lenders authorization to launch the construction of new attractions, to be delivered in fiscal year 2010. There can be no assurance, however, that the planned investments will in fact result in increased attendance at levels anticipated by the Group or that, if attendance increases, the additional revenues will be sufficient to recover the amounts invested and provide a return on such investments or repayment of the Group's other financial obligations. The theme park resort business is competitive, which could limit the Group's ability to increase prices or to attract guests. The Group competes for guests throughout the year with other European and international holiday destinations, theme parks and also with other leisure and entertainment activities in the Paris region. The Group also relies on convention business, which is highly competitive, for a portion of its revenues and to maintain occupancy in its Hotels during off-peak periods. The Group's Hotels are subject to competition from the third-party hotels located near the Resort, in central Paris and in the Seine-et-Marne area. The Group believes that its hotels are priced at a premium compared to the market, reflecting their proximity to the Disneyland® Park and the Walt Disney Studios® Park, their unique themes and the quality service that they offer. The Group is aware, however, that a number of less costly alternatives exist. Competition limits the Group's ability to raise prices, and may require the Group to make significant new investments to avoid losing guests to competitors.



Global Health Risks An epidemic, or fears of an epidemic, may lead to a reduction in attendance and adversely affect the Group's revenue, financial position and/or results of operations. In case of a global pandemic, the government or the World Health Organization could declare a high level crisis, which if it would be extremely urgent could lead to closing of the Resort. An epidemic could also jeopardize guests' and employees' health and safety which could adversely affect the Group's operations. The Group has implemented a Business Continuity Plan ("BCP"). The BCP is a set of policies and procedures that the Group could implement to address certain risks that the Group faces, including global health risks, and to maintain its operations in a context of "deteriorated" situation. There can be no guarantee that the BCP will be effective. Industrial and Environmental Risks The Group is a service enterprise and thus is not exposed to significant industrial risks. The Resort includes a number of activities and facilities, which may be hazardous to the environment. Given the nature of the Group's activities, failure of these facilities could result in disruption to its operations and reduced attendance. During the Fiscal Year, the Group has performed an extensive business impact analysis of all its key processes and has implemented a BCP for the most critical processes. A prevention plan has been implemented and is regularly updated. The Group maintains a dedicated organization for emergency response and crisis management. The Group also maintains dedicated on-site fire department and supervision teams, and automatic sprinkler protection in most buildings. The Group maintains a department of approximately twelve full-time employees who work on environmental and regulatory fire prevention. In addition, approximately fifteen employees responsible for risk management in job safety matters have received specific training in environmental risks. Legal Risks The Group is party to various legal proceedings in the normal course of business. Management believes that the Group has recorded adequate reserves for these legal exposures, both individually and in aggregate, and that the outcome of such proceedings should not have a material adverse impact on the financial position, business or results of the Group. The Group presents its provisions for the various legal proceedings and claims against the Group in note 21 of the Group's consolidated financial statements. For the past twelve-month period, the Group is not aware of any other administrative, legal or arbitration litigations which have recently had or could have a material impact on its financial position or its profitability. According to the information available to the Group to date, there are no other pending or threatening administrative, legal or arbitration litigations that are expected to have a material impact on its financial position or its profitability. More generally, it is possible that future proceedings, whether or not related to current proceedings, could be launched against the Group, and which, if they have an unfavorable outcome, could have an adverse impact on the business, financial situation or results of the Group.



LIST OF THE DELEGATIONS OF AUTHORITY IN CURRENT VALIDITY GRANTED BY THE GENERAL MEETING OF SHAREHOLDERS TO THE GERANT AS REGARDS TO INCREASES OF CAPITAL

Summarized object

Date of the General Meeting which

granted delegation

Validity of the authorization

Maximum nominal amount authorized

Use of delegation of authority by the Supervisory Board at the date hereof

Delegation of authority to the Gérant to issue shares and securities giving the right, immediately or in the future, to a portion of the capital of the Company with preferential subscription rights and to increase the Company's capital by incorporating reserves, profits or premiums

February 21, 2008

26 months since February 21,

2008

€ 10 million € 100 million

(credit securities) Not applicable

Delegation of authority to the Gérant to issue shares and securities giving the right immediately or in the future to a portion of the capital of the Company without preferential subscription rights

February 21, 2008


2008

€ 10 million € 100 million

(credit securities) Not applicable

Delegation of authority to the Gérant to increase the number of shares or other securities issued under the delegation of authority granted upon the above mentioned delegations.

February 21, 2008


2008

15% of the initial issuance for each issuance decided

upon the delegations

mentioned above

Not applicable



71

FINANCIAL RESULTS OF THE COMPANY FOR THE PAST FIVE FISCAL YEARS Fiscal Year 2009 2008 2007 2006 2005 Capital at the end of the period

Share capital (in €) 38,976,490 38,976,490 38,976,490 38,976,490 38,976,490 Number of ordinary shares 38,976,490 38,976,490 (1) 3,897,649,046 3,897,649,046 3,897,649,046 Maximum amount of shares which can be created by way of: - conversion of bonds - - - - - - conversion of ORA - - - - - - exercise of warrants - - - - - - exercise of employee stock options 503,334 673,230 97,728,244 99,203,958 98,233,131

Result of the period (in €)

Sales (net of VAT) 740,000 900,000 7,702,344 13,619,260 13,878,447 Income (loss) before income taxes, depreciation and provisions (2,718,085) (1,582,784) (1,674,822) (1,582,445) (782,140,322) Income taxes/(tax benefits) - - 198,750 116,250 174,075 Net loss (2,653,214) (1,685,768) (1,660,129) (1,601,502) (781,321,250) Dividends distributed - - - - -

Earnings per share (in €)

Loss per share before depreciation and provisions but after income taxes (0.07) (0.04) (0.00) (0.00) (0.20) Loss per share after income taxes and depreciation and provisions (0.07) (0.04) (0.00) (0.00) (0.20) Net dividend per share - - - - -

Employees

Average number of employees 13 14 12 11 11 Total payroll costs (in €) 878,886 1,080,787 777,282 1,085,470 845,647 Total employee benefit costs (in €) 247,851 415,742 351,635 349,639 353,999

(1) On December 3, 2007, the Gérant implemented a consolidation of shares through the attribution of one new share with a nominal value of € 1.00 for each 100 old shares with a nominal value of € 0.01 (meaning a

consolidation ratio of 100:1). For a description of this consolidation of shares, see note 9.1.1 of the consolidated financial statements for fiscal year 2008 included in the Group's 2008 Reference Document.



The information, assumptions and estimates that the Group has used to determine its strategy are subject to change or modification due to economic, financial and competitive uncertainties. In particular, attendance could be affected by a number of factors, some of which are beyond the Group's control, including seasonality as well as economic and geopolitical conditions, and whether the Group is successful in implementing its development strategy and achieving the objectives of that strategy. Chessy, November 19, 2009 _________________________________________________ the Gérant, Euro Disney S.A.S. represented by: Philippe Gas, Chief Executive Officer

ANNUAL FINANCIAL REPORT Consolidated Financial Statements


B.3. CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED STATEMENTS OF FINANCIAL POSITION .............................................................................74 CONSOLIDATED STATEMENTS OF INCOME .......................................................................................................75 CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME....................................................75 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY...............................................................................76 CONSOLIDATED STATEMENTS OF CASH FLOWS..............................................................................................77 SUPPLEMENTAL CASH FLOW INFORMATION....................................................................................................77 ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ................................................78

1. DESCRIPTION OF THE GROUP.............................................................................................................78 2. BASIS OF PREPARATION FOR THE FINANCIAL STATEMENTS ...................................................81 3. SIGNIFICANT POLICIES APPLIED BY THE GROUP .........................................................................83 4. PROPERTY, PLANT AND EQUIPMENT, INVESTMENT PROPERTY AND INTANGIBLE

ASSETS .....................................................................................................................................................94 5. INVENTORIES .........................................................................................................................................95 6. TRADE AND OTHER RECEIVABLES...................................................................................................95 7. CASH AND CASH EQUIVALENTS .......................................................................................................96 8. OTHER ASSETS.......................................................................................................................................96 9. SHAREHOLDERS' EQUITY....................................................................................................................97 10. MINORITY INTERESTS..........................................................................................................................98 11. BORROWINGS.........................................................................................................................................99 12. OTHER NON CURRENT LIABILITIES, TRADE AND OTHER PAYABLES...................................104 13. DEFERRED REVENUES .......................................................................................................................106 14. SEGMENT INFORMATION ..................................................................................................................107 15. DIRECT OPERATING COSTS ..............................................................................................................109 16. NET FINANCIAL CHARGES................................................................................................................110 17. INCOME TAXES ....................................................................................................................................110 18. RELATED-PARTY TRANSACTIONS..................................................................................................111 19. STOCK OPTIONS...................................................................................................................................113 20. FINANCIAL INSTRUMENTS ...............................................................................................................116 21. PROVISIONS, COMMITMENTS AND CONTINGENCIES ................................................................119 22. EMPLOYEES ..........................................................................................................................................121 23. SUPERVISORY BOARD COMPENSATION .......................................................................................121



CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

The Year Ended September 30, (€ in millions) Note 2009 2008 2007 Non-current assets

Property, plant and equipment 4.1 2,035.5 2,128.2 2,219.6 Investment property 4.2 39.7 39.3 43.4 Intangible assets 4.3 54.2 53.0 60.4 Financial assets 2.2 2.1 7.4 Other 8 81.2 77.6 67.7

2,212.8 2,300.2 2,398.5 Current assets

Inventories 5 35.6 37.4 32.4 Trade and other receivables 6 111.8 138.9 126.2 Cash and cash equivalents 7 340.3 374.3 330.0 Other 8 14.6 20.4 25.5

502.3 571.0 514.1 Total assets 2,715.1 2,871.2 2,912.6 Shareholders' equity

Share capital 9 39.0 39.0 39.0 Share premium 9 1,627.3 1,627.3 1,627.5 Accumulated deficit 9 (1,478.5) (1,423.0) (1,420.2)Other 9 (1.2) 5.1 5.2 Total shareholders' equity 186.6 248.4 251.5

Minority interests 10 100.4 109.4 104.7 Total equity 287.0 357.8 356.2

Non-current liabilities Provisions 21 17.5 18.3 19.3 Borrowings 11 1,880.3 1,892.8 1,939.9 Deferred revenues 13 29.1 31.4 37.6 Other 12 63.4 60.4 57.4

1,990.3 2,002.9 2,054.2 Current liabilities

Trade and other payables 12 275.1 336.7 354.9 Borrowings 11 89.9 86.2 60.8 Deferred revenues 13 68.9 86.7 84.6 Other 3.9 0.9 1.9

437.8 510.5 502.2 Total liabilities 2,428.1 2,513.4 2,556.4 Total equity and liabilities 2,715.1 2,871.2 2,912.6

The accompanying notes are an integral part of these consolidated financial statements.



CONSOLIDATED STATEMENTS OF INCOME

The Year Ended September 30, (€ in millions except per share data) Note 2009 2008 2007 Revenues 1,230.6 1,324.5 1,214.4

Direct operating costs

15

(965.0)

(990.1)

(934.2)Marketing and sales expenses (123.9) (125.3) (121.9)General and administrative expenses (115.3) (118.6) (107.5)

Costs and expenses (1,204.2) (1,234.0) (1,163.6)Positive / (negative) operating margin 26.4 90.5 50.8

Financial income

16

9.7

17.0

10.5 Financial expense 16 (98.9) (105.4) (102.7)(Loss) / income from equity investments (0.2) (0.4) (0.2)(Loss) / profit before taxes (63.0) 1.7 (41.6)

Income tax benefit (expense)

17

-

-

-Net (loss) / profit (63.0) 1.7 (41.6) Net (loss) / profit attributable to:

Equity holders of the parent (55.5) (2.8) (38.4)Minority interests 10 (7.5) 4.5 (3.2)

Average number of outstanding shares (in thousands) 38,850 38,928 38,976 Basic and diluted loss per share (in euro) (1.43) (0.07) (0.99)

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME

The Year Ended September 30, (€ in millions) Note 2009 2008 2007Net (loss) / profit (63.0) 1.7 (41.6)

Employee benefits:

Pensions - actuarial (losses) / gains 12.1 (2.1) 0.1 1.0 Financial instruments:

Interest rate swaps 20.2 0.1 (4.4) 0.4 Forward currency contracts 20.3 (6.3) 4.6 2.3

Net loss on sales of treasury shares (0.2) - -Income tax relating to components of other comprehensive income - - -Other comprehensive income (8.5) 0.3 3.7 Total comprehensive (loss) / income (71.5) 2.0 (37.9)Attributable to:

Equity holders of the parent (62.5) (2.6) (35.4)Minority interests (9.0) 4.6 (2.5)




CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Shareholders' equity

(€ in millions) Note Share

capital Share

premium Accumulated

deficit Other (1) Total Minority interests

Total equity

As of September 30, 2006 39.0 1,628.3 (1,381.8) 1.3 286.8 106.7 393.5 Total comprehensive loss for the year ended September 30, 2007 - - (38.4) 3.0 (35.4) (2.5) (37.9)

Other transactions with shareholders and minority interests - (0.8) - 0.9 0.1 0.5 0.6 As of September 30, 2007 39.0 1,627.5 (1,420.2) 5.2 251.5 104.7 356.2

Total comprehensive (loss) / income for the year ended September 30, 2008 - - (2.8) 0.2 (2.6) 4.6 2.0 Net changes in treasury shares 9.1 - - - (0.9) (0.9) - (0.9)Other transactions with shareholders - (0.2) - 0.6 0.4 0.1 0.5 As of September 30, 2008 39.0 1,627.3 (1,423.0) 5.1 248.4 109.4 357.8 Total comprehensive loss for the year ended September 30, 2009 (55.5) (7.0) (62.5) (9.0) (71.5)Net changes in treasury shares 9.1 - - - 0.4 0.4 - 0.4 Other transactions with shareholders - - - 0.3 0.3 - 0.3 As of September 30, 2009 39.0 1,627.3 (1,478.5) (1.2) 186.6 100.4 287.0

(1) The changes in other elements of shareholders' equity are detailed in note 9.3 "Other elements in equity"




CONSOLIDATED STATEMENTS OF CASH FLOWS The Year Ended September 30, (€ in millions) Note 2009 2008 2007

Net (loss) / profit (63.0) 1.7 (41.6)Items not requiring cash outlays:

- Depreciation and amortization 160.8 159.0 154.9 - Net book value of investment property sold - 4.6 -- Increase in valuation and reserve allowances 6.1 6.2 9.2 - Other 2.0 (2.5) 7.3

Net increase in working capital account balances: - Change in receivables and other assets 5.6 (18.2) (0.7)- Change in inventories 1.4 (4.8) 6.7 - Change in payables, other liabilities and deferred income 10.9 32.2 55.2

Cash flow generated by operating activities 123.8 178.2 191.0 Capital expenditures for tangible and intangible assets (71.8) (72.3) (126.9)Cash flow used in investing activities (71.8) (72.3) (126.9) Net sales / (purchases) of treasury shares 9.2 0.2 (0.8) -Repayments of borrowings (86.2) (60.8) (0.5)Cash flows used in financing activities (86.0) (61.6) (0.5)

Change in cash and cash equivalents (34.0) 44.3 63.6 Cash and cash equivalents, beginning of period 374.3 330.0 266.4

Cash and cash equivalents, end of period 7 340.3 374.3 330.0

SUPPLEMENTAL CASH FLOW INFORMATION The Year Ended September 30, (€ in millions) Note 2009 2008 2007Supplemental cash flow information:

Interest paid 77.5 93.3 67.7 Non-cash financing and investing transactions:

Deferral into borrowings of accrued interest under TWDC and CDC subordinated loans 11 24.8 10.8 28.0 Deferral into borrowings of royalties and management fees 11.6 50.0 25.0 25.0


ANNUAL FINANCIAL REPORT Accompanying Notes to Consolidated Financial Statements


ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. DESCRIPTION OF THE GROUP Euro Disney S.C.A. (the "Company"), its owned and controlled subsidiaries (the "Legally Controlled Group") and consolidated financing companies (collectively, the "Group") commenced operations with the official opening of Disneyland® Paris (the "Resort") on April 12, 1992. The Group operates the Resort, which includes two theme parks (collectively, the "Theme Parks"), the Disneyland® Park and the Walt Disney Studios® Park (which opened to the public on March 16, 2002), seven themed hotels (the "Hotels"), two convention centers, the Disney® Village entertainment center and Golf Disneyland®, a 27-hole golf course (the "Golf Course"). In addition, the Group manages the real estate development and expansion of the property and related infrastructure near the Resort.

The Company, a publicly held French company and traded on Euronext Paris, is 39.8% owned by EDL Holding Company LLC1, which is an indirect wholly-owned subsidiary of The Walt Disney Company ("TWDC") and managed by Euro Disney S.A.S. (the "Gérant"), an indirect wholly-owned subsidiary of TWDC. The General Partner is EDL Participations S.A.S, also an indirect wholly-owned subsidiary of TWDC. The Company owns 82% of Euro Disney Associés S.C.A. ("EDA"), which is the primary operating company of the Resort. Two indirect wholly-owned subsidiaries of TWDC equally own the remaining 18% of EDA. The Company's fiscal year begins on October 1 of a given year and ends on September 30 of the following year. For the purposes of these consolidated financial statements, the fiscal year for any given calendar year (the "Fiscal Year") is the fiscal year that ends in that calendar year (for example, Fiscal Year 2009 is the fiscal year that ends on September 30, 2009).

1 EDL Holding Company modified its corporate form from a corporation to a limited liability company on February 23, 2009. Its corporate name is now

EDL Holding Company LLC.



1.1. STRUCTURE OF THE GROUP Entities included in the Fiscal Year 2009 consolidated financial statements and their primary operating activities are as follows:

Company (1) % of

Ownership (2) Primary Activity Euro Disney S.C.A. Parent

Company Holding Company

Euro Disney Commandité S.A.S. 100 General Partner of EDA Euro Disney Associés S.C.A. 82 Operator of the Theme Parks, Disneyland® Hotel,

Davy Crockett Ranch® and the Golf Course, and manager of the Group's real estate development

EDL Hôtels S.C.A. 82 Operator of 5 of our 7 themed hotels plus the Disney® Village, collectively, the "Phase IB Facilities"

Hotel New-York Associés S.N.C. (3) 0 Financing company for Phase IB Facilities Newport Bay Club Associés S.N.C. (3) 0 Financing company for Phase IB Facilities Sequoia Lodge Associés S.N.C. (3) 0 Financing company for Phase IB Facilities Hotel Cheyenne Associés S.N.C. (3) 0 Financing company for Phase IB Facilities Hotel Santa Fe Associés S.N.C. (3) 0 Financing company for Phase IB Facilities Centre de Divertissements Associés S.N.C. (3) 0 Financing company for Phase IB Facilities Centre de Congrès Newport S.A.S. (3) 0 Financing company for Newport Bay Club Convention

Center assets EDL Hôtels Participations S.A.S. 82 General Partner of EDL Hôtels S.C.A. EDL Services S.A.S. 82 Management company of the Phase IB Financing

Companies Euro Disneyland S.N.C. (3) 0 Financing company for the Disneyland® Park

infrastructures and related components

Euro Disney Vacances S.A.S. 82 Tour operator selling Disneyland® Paris holiday packages

Euro Disney Vacaciones S.A. (4) 82 Spanish subsidiary of Euro Disney Vacances S.A.S. (inactive)

Val d'Europe Promotion S.A.S. 82 Real estate developer Les Villages Nature de Val d'Europe S.A.R.L. (1) 41 Joint venture with Pierre & Vacances to establish a

feasibility study S.E.T.E.M.O. Imagineering S.A.R.L. 82 Provides studies and management of construction

projects ED Spectacles S.A.R.L. 82 Operator of Buffalo Bill's Wild West Show Convergence Achats S.A.R.L. (1) 41 Joint venture with Groupe Flo to negotiate food

purchasing contracts ED Resort Services S.A.S. 82 Company currently inactive

(1) All entities above are consolidated using the full consolidation method except for Les Villages Nature de Val d'Europe S.A.R.L. and Convergence

Achats S.A.R.L. which are accounted for using the equity method (see note 3.1.1 "Consolidation Principles"). All the companies except Convergence Achats S.A.R.L. and ED Vacaciones are headquartered in Chessy, Marne-la-Vallée, France.

(2) Percentages of ownership equal percentages of control. (3) Euro Disney S.C.A. has no ownership interests in these entities. However theses entities are consolidated in accordance with SIC 12. Except

for Centre de Congrès Newport S.A.S., which fiscal year ends on September 30, these entities have calendar year ends. However the balances consolidated are for the 12 months ended September 30 (see note 3.1.1 "Consolidation Principles").

(4) Euro Disney Vacaciones S.A. was liquidated on September 30, 2009. This liquidation had no material impact on the Group's financial position.



1.2. DISNEYLAND® PARIS FINANCING

The Legally Controlled Group owns the Walt Disney Studios® Park, the Disneyland® Hotel, the Disney's Davy Crockett Ranch®, the Golf Course, the underlying land thereof and the land on which the five other hotels and the Disney® Village entertainment center are located. The Legally Controlled Group leases substantially all the remaining operating assets as follows: Disneyland® Park - Phase IA As part of the development and financing of the Disneyland® Park, Euro Disneyland S.N.C. (the "Phase IA Financing Company") leases most of the assets of the Disneyland Park and the underlying land to EDA, under a financial lease (crédit-bail). The lease payments, which are eliminated in the Group's consolidation, due each year under the financial lease are calculated to include the debt service and other operating costs of the Phase IA Financing Company. In addition, the lease contains a variable rent based upon the number of paying guests visiting the Disneyland Park. The Group accounts for these variable rent amounts as a direct allocation of earnings from the equity holders of the parent to the minority interests. The Legally Controlled Group has no ownership interest in the Phase IA Financing Company, which is fully consolidated in accordance with SIC 121 "Consolidation – Special Purpose Entities" ("SIC 12") (see note 3.1.1 "Consolidation Principles"). The lease will terminate on December 31, 2030, however EDA has the option to acquire the Disneyland Park at any time for an amount approximating the balance of the Phase IA Financing Company's then outstanding debt and taking into account a tax indemnity to the partners of the Phase IA Financing Company plus any applicable transfer taxes payable to the French tax authorities. If EDA does not exercise the purchase option by December 31, 2016, it will have to pay a penalty of approximately € 125 million to the partners of the Phase IA Financing Company. Hotels - Phase IB In 1991, various agreements were signed for the development and financing of five hotels and an entertainment center: Disney's Hotel New York®, Disney's Newport Bay Club®, Disney's Sequoia Lodge®, Disney's Hotel Cheyenne®, Disney's Hotel Santa Fe® and the Disney Village entertainment center (collectively, the "Phase IB Facilities"). EDL Hôtels S.C.A. leases the Phase IB Facilities from six special purpose companies (the "Phase IB Financing Companies") that were established for the financing of the Phase IB Facilities. The Legally Controlled Group has no ownership interest in the Phase IB Financing Companies, which are however fully consolidated in accordance with SIC 12 (see note 3.1.1 "Consolidation Principles"). The leases expire on December 31, 2016 at the latest. EDL Hôtels S.C.A. has the option to acquire the leased assets at any time during the term of the lease for an amount approximating the balance of the Phase IB Financing Companies' outstanding debt, plus any applicable transfer taxes payable to the French tax authorities.

1 The term "SIC" refers to Standing Interpretations Committee interpretations issued by the International Accounting Standards Board ("IASB").



Newport Bay Club Convention Center In 1996, various agreements were signed for the development and financing of a second convention center located adjacent to the Disney's Newport Bay Club® hotel (the "Newport Bay Club Convention Center"). EDL Hôtels S.C.A. leases the Newport Bay Club Convention Center from Centre de Congrès Newport S.A.S, a special purpose company that was established for the financing of the Newport Bay Club Convention Center, and also an indirect wholly-owned affiliate of TWDC. The Legally Controlled Group has no ownership interest in Centre de Congrès Newport S.A.S, which is however fully consolidated in accordance with SIC 12 (see note 3.1.1 "Consolidation Principles"). The leases will terminate in September 2017, at which point EDL Hôtels S.C.A. will have the option to acquire the Newport Bay Club Convention Center for a nominal amount, plus any applicable transfer taxes payable to the French tax authorities. Hereafter, reference to the "Financing Companies" includes the Phase IA Financing Company, the Phase IB Financing Companies and Centre de Congrès Newport S.A.S. 2. BASIS OF PREPARATION FOR THE FINANCIAL STATEMENTS Under European Union regulation 1606/2002 of July 19, 2002, the consolidated financial statements of the Group (including the notes thereto) for Fiscal Year 2009 have been prepared in accordance with IFRS1, as adopted by the European Union ("EU"). The Group applied IFRS, as adopted by the EU, for Fiscal Years 2009, 2008 and 2007. The impacts of the standards or interpretations issued under IFRS but not yet adopted by the EU as of September 30, 2009 were not reflected in the consolidated financial statements. The consolidated financial statements for Fiscal Year 2009 were prepared by the Company and are submitted for approval at the shareholders' annual general meeting of the Company.

2.1. NEW STANDARDS AND INTERPRETATIONS The new standards, amendments and interpretations issued by IASB as of September 2009 are listed below.

2.1.1. New Standards, Amendments and Interpretations Applied which have an Impact on the Group's Financial Statements

IAS 1 "Presentation of financial statements" ("Revised IAS 1") was adopted by the EU in December 2008 and its application is mandatory for the Group beginning in Fiscal Year 2010. The Group has early adopted this standard in Fiscal Year 2009. Revised IAS 1 requires an entity to present all transactions with owners in equity and all non-owner changes either in one statement of comprehensive income or in two separate statements of income and other comprehensive income. The revised standard also requires the tax effect of each component of comprehensive income to be disclosed.

1 The term "IFRS" refers collectively to International Accounting Standards ("IAS"), International Financial Reporting Standards ("IFRS"), SIC and

International Financial Reporting Interpretations Committee ("IFRIC") interpretations issued by the IASB.



The Group has elected to present comprehensive income in two separate statements: a statement of income and a statement of other comprehensive income. The Group has also changed the presentation of the consolidated statements of changes in equity. The adoption of Revised IAS 1 had no significant impact on the Group's financial position.

2.1.2. New Standards, Amendments and Interpretations Applied which have No Impact on the Group's Financial Statements

The adoption of the following standards had no impact on the Group's financial statements:

- Revised IAS 23 "Borrowing Costs": revision of items to be included in borrowing costs. - Amendments to IFRS 2 "Vesting Conditions and Cancellations": clarification of accounting treatment

relating to stock option vesting conditions and cancellations. - Improvements to IFRS (a collection of amendments to IFRS issued on May 22nd 2008): collection of

improvements to various existing standards resulting in accounting changes for presentation, recognition, measurement purposes and terminology changes.

The following standards are not applicable to the Group:

- Revised IFRS 3 "Business Combinations" / IAS 27 "Consolidated and Separate Financial Statements": development of a common business combinations accounting standard in both US GAAP and IFRS.

- Amendments to IAS 39 "Eligible Hedged Items": hedge accounting for inflation and for one-sided risks.

- Amendments to IAS 39 & IFRS 7 "Reclassification of Financial Assets": reclassification of certain non-

derivative financial assets from fair value to cost through statement of income in particular circumstances.

- Amendments to IAS 1 & IAS 32 "Puttable Financial Instruments and Obligations Arising on

Liquidation": classification of puttable financial instruments and obligations arising on liquidation.

- Amendments to IAS 27 & IFRS 1"Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate": determination of the cost of investments in subsidiaries for parent companies.

- IFRIC 12 "Service Concession Arrangements": specification on accounting methodology for obligations

and rights arising from service concession arrangements.

- IFRIC 13 "Customer Loyalty Programs": guidance on accounting methodology for the elements of revenue allocated to customer loyalty programs.

- IFRIC 14 "IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements

and their Interaction": guidance on the assessment of the limit on the amount of surplus in a defined benefit scheme.

- IFRIC 15 "Agreements on the Construction of Real Estate": guidance on the accounting methodology

for revenues and associated expenses arising from real estate constructions. - IFRIC 16 "Hedges of a Net Investment in a Foreign Operation": guidance on the accounting

methodology for hedges of net investments in foreign operations.



2.1.3. New Standards, Amendments and Interpretations Issued and Not Yet Applied by the Group

The following standards, amendments and interpretations have not yet been adopted by the EU as of September 30, 2009, and as such are not yet applicable to the Group. However, the following standards, amendments and interpretations have been issued by the IASB for fiscal years beginning between 2009 and 2010. The practical implications of applying these standards, amendments and interpretations and their effect on the consolidated financial statements have been analyzed and found to have no material impact to the Group. These include:

- Amendments to IFRS 7 "Improving Disclosure about Financial Instruments". - IFRIC 17 "Distribution of Non-Cash Assets to Owners".

- IFRIC 18 "Transfers of Assets from Customers".

3. SIGNIFICANT POLICIES APPLIED BY THE GROUP

3.1. SIGNIFICANT ACCOUNTING POLICIES

3.1.1. Consolidation Principles The consolidated financial statements include financial statements of the Company, its subsidiaries and the Financing Companies, which are directly or indirectly controlled by the Company. An entity is considered to be controlled by the Group when the Group has responsibility for all the financial and operating decisions and benefits financially from the activities of the entity. In accordance with SIC 12, the Financing Companies, from which the Group leases a substantial portion of its operating assets, have been included in the Group's consolidated accounts. The substance of the relationship between the Group and these Financing Companies is such that they are effectively controlled by the Group, even though the Company has no ownership interests in them. The subsidiaries and the Financing Companies are consolidated using the full consolidation method, from the date control is transferred to the Group and are deconsolidated from the date the related entities are no longer controlled by the Group. The accounting policies of the subsidiaries have been aligned to those of the Group. The Group has interests in joint ventures, whereby the venturers have a contractual arrangement that establishes joint control over the economic activities of the entities. Joint ventures are accounted for using the equity method, in accordance with the option in IAS 31 "Interests in Joint Ventures".



3.1.2. Use of Estimates The preparation of financial statements requires management to make estimates and assumptions on the basis of past experience and various other factors. Such planning and forecasting of the activity is more challenging in the current economic context. Management's estimates and assumptions affect the reported amounts in the financial statements. Examples include provisions for risks, for uncollectible trade receivables, for inventory losses, for retirement obligations and also for impairment of long-lived assets (see the following sections for more information on how each of these estimates is made). Actual results could vary from these estimates.

3.1.3. Consolidated Statements of Financial Position Presentation The consolidated statements of financial position present the Group's assets and liabilities classified as either current or non-current. An asset that will be recovered or a liability that will be paid during the twelve months following the end of the reporting period is classified as current.

3.1.4. Reclassification Certain amounts in prior periods' financial statements may have been reclassified for comparability with the most recent period presented.

3.1.5. Property, Plant and Equipment and Intangible Assets

Property, plant and equipment and intangible assets are initially measured and recognized at acquisition cost, including any directly attributable cost of preparing the asset for its intended use or any financial cost related to its financing as described hereafter. An item is recorded as Property, plant and equipment only if the measurement of costs is reliable and if it is probable that its future economic benefits will flow to the Group. Property, plant and equipment and intangible assets are amortized over their estimated useful life. These estimated useful lives are reviewed, and adjusted if necessary, at year end. Land is not amortized.

3.1.5.1. Property, Plant and Equipment Property, plant and equipment are stated at historical cost less accumulated depreciation and any accumulated impairment losses, and are depreciated over their estimated useful lives on a straight line basis. Estimated useful livesInfrastructure 40 yearsBuildings and attractions 10 to 40 yearsLeasehold improvements, furniture, fixtures and equipment 2 to 25 years

Borrowing costs attributable to the financing of property, plant and equipment and incurred for the construction of fixed assets or the acquisition and development of land are capitalized during the period of construction or development using the weighted average interest rate on the Group's borrowings.



3.1.5.2. Asset by Component Approach Assets are recorded using a component approach, which consists of identifying assets separately in the accounting records in sufficient detail to allow assets that are components of larger assets to be depreciated separately over their respective useful lives. Subsequent expenditures to replace a defined fixed asset component are capitalized and the replaced component written-off. All other subsequent expenditures, except those that substantially improve the life or utility of the related asset, are expensed as incurred.

3.1.5.3. Property, Plant and Equipment Renovations

Expenditures for renovations to property, plant and equipment are expensed as incurred except for those specific expenditures that replace or improve a defined fixed asset component, in which case the expenditure is capitalized and the asset is depreciated over its estimated useful life.

3.1.5.4. Investment Grants

Investment grants from governmental authorities are recorded as a reduction of the cost of the assets to which they relate.

3.1.5.5. Leasing Contracts

A leasing contract that transfers to the lessee substantially all the risks and rewards incidental to ownership of the asset is accounted for as an asset financing. A leasing contract is determined to be a finance lease or an operating lease by analyzing the following factors:

- the ratio between the lease term and the economic life of the asset; - the present value of the minimum lease payments compared to the fair value of the leased asset; - the transfer of ownership at the end of the lease term; - a favorable option to purchase; and - the specialized nature of the leased asset.

Under IAS 17 "Leases", assets leased under contracts qualifying as finance leases are capitalized and depreciated over their estimated useful lives and the related lease obligations are recorded as borrowings after the imputation of an appropriate effective interest rate. Operating lease payments (resulting from leases that do not qualify as finance leases) are recognized as expense on a straight-line basis over the lease term unless another systematic basis is more representative of the time pattern of the user's benefit.

3.1.5.6. Intangible Assets

Intangible assets primarily include software costs, show production costs and film production costs for Theme Parks attractions and are recorded at cost. Amortization of these costs is computed on the straight-line method over periods ranging from two to twenty years.



3.1.5.7. Impairment of Long-Lived Assets The Group performs an impairment test of its long-lived assets whenever indicators of impairment exist. If a possible impairment is identified, the Group will compare the carrying amount of its long-lived assets to their recoverable amount, defined as the higher of their fair value or their value in use. The fair value is the amount obtainable from the sale of the long-lived assets, less estimated costs of the sale, in an arm's length transaction between knowledgeable, willing parties. The value in use is based on the discounted present value of future cash flows expected to be generated from the use of the long-lived assets over their remaining useful life. If the recoverable amount of an asset is less than its carrying amount, the Group would record an impairment charge for the difference. For purposes of such tests, assets that do not generate separate cash flows are grouped into cash-generating units, which correspond to the Group's two reporting operating segments. The Resort cash-generating unit includes the Theme Parks, the Hotels and the Disney® Village and the related facilities. The Real estate development cash-generating unit primarily includes land rights and investment property (land) leased to third parties under long-term leases.

3.1.6. Financial Assets and Liabilities

3.1.6.1. Financial Assets

Financial assets include investments, cash and cash equivalents, loans, financial receivables, accounts receivables, debt issue costs and the fair value of derivative instruments. They are accounted for at the trade date. Marketable securities are measured at fair value. Realized or unrealized gains and losses resulting from changes in the fair value of these assets are recognized in the statement of comprehensive income in Financial income / Financial expense. Loans and receivables are assets with fixed or determinable payments that are not quoted in an active market. They are measured and recorded at amortized cost, less any provision for impairment, and are classified in the statement of financial position as Financial assets when they have a maturity of more than twelve months. Receivables that have a maturity of less than twelve months are classified in the statement of financial position as Trade and other receivables, while loans receivable with a maturity of less than twelve months are classified as Other current assets. Debt issue costs, recorded as Other assets, are deferred and amortized over the contractual life of the related debt. Costs incurred to renegotiate the terms of existing debt instruments are recorded as Financial expense when incurred if the negotiated modifications to the debt's terms are significant and result in an extinguishment of the original debt. Costs incurred for non-significant modifications to existing debt are deferred and amortized to Financial expense using the effective interest method over the remaining term of the renegotiated debt.

3.1.6.2. Financial Liabilities Financial liabilities are composed of borrowings and financial debt, bank overdrafts, accounts payable and the fair value of derivative instruments. The Group utilizes the effective interest method to calculate interest charges for financial liabilities. The effective interest rate method is a method of allocating interest expense using a unique interest rate to discount the cash flows over the expected life of the related financial liability. Effective interest liabilities are recorded under Other liabilities.



The Group's debt portfolio includes fixed and variable rate borrowings. Portions of the Group's debt portfolio were restructured or substantially modified in negotiations that were finalized in Fiscal Years 1994, 2000, and 2005. Modifications that have been made over the years to the Group's loan agreements have included interest waivers, rate changes and deferrals of principal repayments. Significant modifications of borrowing terms are accounted for as an extinguishment of the existing debt. The carrying value of the existing debt is replaced by the fair value of the debt after its modification. Borrowings are significantly modified when changes in the existing borrowing terms result in a discounted present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective interest rate, that is at least ten per cent different from the discounted present value of the remaining cash flows under the original borrowing terms. Borrowings entered into prior to October 1, 2004 are recorded at cost as accepted by IFRS transition provisions. As part of the 2005 Restructuring1, all new and significantly modified borrowings were recorded at the fair value of the consideration received, measured using a discounted cash flow analysis ("DCF") method. The objective of this method is to establish what the transaction price would have been on the measurement date in an arm's length exchange motivated by normal business considerations.

3.1.6.3. Hedging

As part of its overall interest and foreign exchange risk management policy, the Group enters into various transactions involving derivative instruments. Derivative instruments used in connection with the Group's hedging policy include forward exchange contracts for currency risk and interest rate swaps for interest rate risk. The Group does not enter into fair value hedge derivative instruments or those that hedge net investments in foreign operations. Hedges are recorded at their fair value, which is the amount for which it could be exchanged or settled between knowledgeable, willing parties in an arm's length transaction. The Group records hedging activities under IAS 39 "Financial Instruments: Recognition and Measurement" ("IAS 39") criteria, which allows a derivative instrument to qualify for hedging, provided that:

- formalized supporting documentation of the hedging is available, at the inception of the hedge; - the hedge is expected to be highly effective, and its effectiveness can be measured reliably; and, - for cash flow hedges, the forecast transactions being hedged are highly probable.

At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which the Group wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the entity will assess the hedging instrument's effectiveness in offsetting the exposure to changes in the hedged item's fair value or cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in fair value or cash flows and are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods for which they were designated.

1 Refers to the legal and financial restructuring of the Group in Fiscal Year 2005, described in the section entitled "History and development of

the Group" of the 2008 Reference Document.



Hedges that meet the criteria for hedge accounting are accounted for as follows: - The effective portion of the gain or loss on a non-mature hedge is recognized directly in Shareholders'

equity, while any ineffective portion is recognized immediately in the statement of comprehensive income. - Amounts taken to Shareholders' equity are transferred to the consolidated statements of income when the

hedged transaction affects the consolidated statements of income such as when the hedged financial income or financial expense is recognized or when a forecast sale or purchase occurs. If the hedged transaction relates to the purchase or sale of a non-financial asset or a non-financial liability, the amounts taken to Shareholders' equity are recorded as adjustments to the initial carrying amount of the non-financial asset or liability.

- If a forecast transaction or firm commitment is no longer expected to occur, amounts previously recognized

in Shareholders' equity are transferred to the consolidated statements of income as Financial income or Financial expense. If a hedging instrument expires or is sold, terminated or exercised without replacement or rollover, or if its designation as a hedge is revoked, amounts previously recognized in Shareholders' equity remain in Shareholders' equity until the forecast transaction or firm commitment occurs.

3.1.6.4. Foreign Currency Translation

Foreign currency transactions are translated into the Group's functional currency (euro) using the exchange rates prevailing at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in Revenues and Costs and expenses.

3.1.7. Cash and Cash Equivalents Cash and cash equivalents consist of the Group's marketable securities, bank accounts and petty cash. The marketable securities are composed of liquid instruments, with a short maturity and that are easily convertible into a fixed amount of cash.

3.1.8. Treasury Shares Treasury share transactions are recorded at cost, as a component of Shareholders' equity. No gain or loss is recognized in the statement of income on the purchase or sale of treasury shares.

3.1.9. Inventories

Inventories are stated at the lower of acquisition cost or net realizable value. Cost is determined on a weighted-average cost basis and includes the acquisition costs, custom duties and other costs directly attributable to the acquisition. Inventories may not be fully recoverable if they are damaged, if they have become wholly or partially obsolete, or if their selling prices have declined. In such cases, inventories are written down to net realizable value.



3.1.10. Provisions, Contingent Liabilities and Assets

3.1.10.1. Provisions The Group records a provision when the following conditions are met:

- it has a present obligation (legal or constructive) as a result of a past event; - it is probable that an outflow of resources embodying economic benefits will be required to settle

the obligation; and - a reliable estimate can be made of the amount of the obligation.

Provisions represent the current amount that the Group expects it would pay to settle the obligation. They are evaluated on the basis of actual events and circumstances and management's best estimate of the related risks and uncertainties. Provisions are measured at the present value of the expenditures expected to be required to settle an obligation using a discount rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognized as interest expense.

3.1.10.2. Contingent Liabilities Contingent liabilities are either potential obligations or those that do not meet the above recognition criteria. Although contingent liabilities are not recognized as liabilities on the Group's statement of financial position, they are disclosed in the notes to consolidated financial statements, if significant.

3.1.10.3. Contingent Assets Contingent assets are not recognized until the contingency is favorably resolved. If significant, they are disclosed in the notes to consolidated financial statements when an economic benefit is deemed probable.

3.1.11. Employee Benefit Obligations

The Group provides for post retirement benefits through the use of defined contribution and defined benefit plans. All Group employees participate in state funded pension plans in accordance with French laws and regulations. Certain employees also participate in supplemental defined contribution plans. Contributions to these plans are made by the employees and the Group. The Group's portion of these contributions is expensed as incurred. The Group has no future commitment with respect to these benefits.



In addition to the above plans, the Group also provides for defined benefit plans through the Group's collective bargaining agreements which call for retirement benefits ranging from one-half month to 3 months of gross wages to be provided to employees who retire from the Group at the age of 60 or older after completing at least one year of service. The actuarially calculated present value of the obligation related to these benefits is recorded in Other non-current liabilities. Actuarial gains and losses arising from changes in actuarial assumptions and experience adjustments are recognized immediately in Other Comprehensive Income, in accordance with the option allowed under IAS 19 "Employee Benefits". These calculations are performed on a yearly basis using the projected unit credit method, which includes actuarially-based assumptions related to employee turnover, labor inflation and mortality. The service cost is recorded under Costs and expenses whereas the interest cost related to the present value computation is recognized as Financial expense.

3.1.12. Share-Based Payment The Company has granted stock options to certain Group employees and/or executive officers. IFRS 2 "Share-based Payment" ("IFRS 2") requires an expense, and a corresponding increase in Shareholders' equity, to be recognized as the employees render their services. The compensation expense related to stock options is deferred and charged as an expense over the vesting period of the options. This stock option expense is based on the fair value of the stock options at the grant date which the Group measures using the Black-Scholes-Merton Model. According to IFRS 2, an expense is only recognized for equity instruments that were granted after November 7, 2002 and that had not yet vested by January 1, 2005.

3.1.13. Revenue Recognition The Group has revenue recognition policies for its operating segments, which are determined based on the circumstances of each transaction or revenue flow. Sales revenues are recognized when all the following criteria are satisfied:

- the risks and rewards of ownership have been transferred to the customer; - the Group retains no effective control over the goods sold; - the amount of revenue and costs associated with the sale can be measured reliably; - it is probable that the economic benefits associated with the transaction will flow to the Group.

Discounts and rebates granted to customers, which can be estimated with reasonable accuracy, are recorded as a reduction of the sales revenue at the time of recognizing the revenue. The Group records revenues for the Resort operating segment as the related service is provided to guests. The Resort operating segment includes revenues associated with long-term sponsorship contracts, which are recognized pro-rata over the term of the contracts. In the real estate development operating segment, revenue is recognized on land sales at the finalization of each transaction, while revenues related to service contracts and ground leases are recognized over the service or lease terms, respectively.

3.1.14. Advertising Costs Advertising costs are expensed as incurred, except for broadcasting costs related to media campaigns which are expensed over the corresponding media campaign.



3.1.15. Income Taxes Income taxes are comprised of taxes due and deferred taxes. Income taxes due are calculated using the applicable tax rates at the end of the Fiscal Year. Deferred taxes are calculated using a statement of financial position approach for all asset and liability temporary differences between accounting and tax values. This approach compares the accounting value of an asset or a liability to its corresponding value for tax purposes. If this difference affects either accounting profit or taxable profit in different time periods, a deferred tax liability or asset would be recognized with the corresponding deferred tax expense or income recognized in the statement of comprehensive income. A deferred tax asset for carried forward tax losses is recognized only when it is probable that the Group will generate future taxable income against which it could utilize the past losses1. Any deferred tax asset or liability would be calculated using the prevailing tax rates applicable to the Group. Taxes due and deferred taxes related to items recognized directly in equity, if applicable, are also recognized in equity and not in the statement of comprehensive income.

3.1.16. Loss per Share Loss per share is calculated by dividing the net loss attributable to equity holders of the parent by the weighted average number of shares outstanding during the period, excluding treasury shares. In accordance with International Accounting Standard 33 "Earnings per Share" ("IAS 33"), the weighted average number of shares outstanding during the period and for all periods presented is adjusted for events that have changed the number of shares outstanding without a corresponding change in resources, such as a reverse stock split. The number of shares outstanding before the event is adjusted for the proportionate change in the number of shares outstanding as if the event had occurred at the beginning of the earliest period presented. Diluted loss per share is calculated by dividing the net loss attributable to equity holders of the parent company by the weighted average number of shares outstanding during the period. As the Group is generating net losses, the weighted average number of shares outstanding during the period is not adjusted for all potential dilutive shares in accordance with IAS 33. As a result, basic and diluted loss per share are the same.

3.2. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

3.2.1. Financial Instruments Financial instruments are recorded at their fair value unless otherwise indicated (see note 20.1 "Fair Value of Financial Instruments").

1 Under IFRS, recognition of a deferred tax asset for carried forward tax losses would be considered only after the Group has reported several consecutive years of taxable income.



3.2.2. Risk Management The Group is exposed to certain risks relating to the use of financial instruments. These risks and the Group's risk management policies to reduce exposure to these risks are listed below:

3.2.2.1. Financial market risks The Group is exposed to interest rate risk and foreign currency risk. Interest rate risk corresponds to the risk of variation in interest rates affecting the Group's results or the value of the financial instruments it holds. Foreign currency risk corresponds to the risk of variation in exchange rates between the euro and other currencies affecting the Group's results or the value of the financial instruments it holds. The Group has significant variable rate debt for which it makes regular interest payments, excluding TWDC loans as interest on these loans is only payable beginning 2017. The Group also has cash and cash equivalents, on which it receives a variable rate of interest return that approximates the variable interest rate on borrowings. The Group's net exposure to interest rate risk is thus equal to total variable rate borrowings less TWDC loans and cash and cash equivalents. The Group would only hedge its net exposure to interest rate risk. As of September 30, 2009, the Group considers that it has no material exposure to interest rate risk that could materially negatively impact its results. The following table presents the Group's net exposure to interest rate risk as of September 30, 2009:

(€ in millions) September 30, 2009Variable rate borrowings excluding TWDC loans 267.7

Less cash and cash equivalents (340.3)Net interest rate risk exposure (72.6) The Group's exposure to foreign currency risk arises primarily from British pound denominated sales and U.S. dollar denominated purchases. The following table presents the Group's balance sheet main exposures to foreign currencies as of September 30, 2009: Foreign Exchange Risk Exposure (USD / GBP in millions) USD GBPAssets 1.7 6.2 Liabilities (1.5) (0.9)Foreign exchange risk exposure 0.2 5.3

Foreign exchange contracts in place to hedge assets

- 6.2 Foreign exchange contracts in place to hedge liabilities (1.4) -Net foreign exchange risk exposure 1.6 (0.9)

In the normal course of business the Group uses derivative instruments to manage its exposure to financial market risks. It is the Group's policy to enter into interest rate and foreign currency transactions only to the extent considered necessary to meet its objectives. The Group does not enter into interest and foreign currency rate transactions for speculative purposes. For a full description of interest rate risk management and foreign currency risk management, see notes 20.2 "Interest Risk Management" and 20.3 "Currency Risk Management", respectively.



3.2.2.2. Credit risk Credit risk is the risk of financial loss for the Group in the event that a client or counterparty to a financial instrument fails to meet its contractual obligations. This risk mainly arises from trade receivables. Management believes no significant credit risk or concentration of credit risk exists that could jeopardize the continuation of the Group's activities with respect to the Group's financial assets. The Group utilizes various credit evaluation techniques prior to entering into a business transaction with new clients in order to provide credit terms that effectively manage its exposure to credit risk. In addition, to reduce its exposure to credit risk the Group has credit insurance that, in certain circumstances, provides coverage of up to 90% of outstanding balances.

3.2.2.3. Liquidity risk

Liquidity risk is the risk that the Group will experience difficulties honoring its debts and obligations when they are due. The Group intends to ensure, to the extent possible, that it has sufficient available or accessible liquid assets at all times to honor its liabilities when they become due, under all normal business conditions, without incurring unacceptable loss or damaging the Group's reputation. If the Group cannot honor its liabilities from operating cash flow, the Group might have to delay planned investments, obtain additional equity capital, restructure its debt or sell assets. Depending on the circumstances at the time, the Group may not be able to accomplish any of these actions on favorable terms, or at all. See note 11.7 "Debt Maturity Schedule" for a presentation of the Group's debt maturity schedule. Based on existing cash positions, liquidity from the € 100.0 million line of credit available from TWDC (see note 11.6 "TWDC Loans"), and provisions for the conditional deferral of certain royalties and management fees and interest charges pursuant to the 2005 Restructuring, management believes the Group has adequate cash and liquidity for the foreseeable future, subject to the Group's compliance with its debt agreements (see note 11.9 "Debt Covenants").



4. PROPERTY, PLANT AND EQUIPMENT, INVESTMENT PROPERTY AND INTANGIBLE

ASSETS

4.1. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment asset activity for Fiscal Years 2008 and 2009 is presented below:

Fiscal Year 2008 Fiscal Year 2009

(€ in millions) September

30, 2007 Addi- tions

Deduc-tions Transfers

September 30, 2008

Addi-tions

Deduc- tions Transfers

September 30, 2009

Book values of which:

Land and infrastructure 581.0 - (0.3) 26.0 606.7 - (0.7) 1.1 607.1 Buildings and attractions 3,083.0 - (0.4) 107.2 3,189.8 0.1 (10.0) 24.9 3,204.8 Furniture, fixtures and equipment

655.7 0.3 (2.8) 19.6 672.8 0.2 (23.6) 20.9 670.3 Construction in progress 123.0 60.4 - (155.6) 27.8 71.2 - (58.0) 41.0 4,442.7 60.7 (3.5) (2.8) 4,497.1 71.5 (34.3) (11.1) 4,523.2 Accumulated depreciation of which:

Land and infrastructure (245.6) (17.4) - - (263.0) (18.1) 0.7 - (280.4)Buildings and attractions (1,388.2) (114.6) 0.2 - (1,502.6) (114.9) 7.8 - (1,609.7)Furniture, fixtures and equipment (589.3) (16.8) 2.8 - (603.3) (18.0) 23.7 - (597.6) (2,223.1) (148.8) 3.0 - (2,368.9) (151.0) 32.2 - (2,487.7)

Total net book value 2,219.6 (88.1) (0.5) (2.8) 2,128.2 (79.5) (2.1) (11.1) (1) 2,035.5

(1) Transfers to intangible assets. As of September 30, 2009, property, plant and equipment with a net book value of € 1,290 million are either mortgaged or pledged as security under loan agreements, including substantially all the operating assets of the Group except the assets of the Walt Disney Studios® Park, compared to € 1,375 million and € 1,460 million as of September 30, 2008 and 2007, respectively. Construction in progress includes tangible and intangible assets. The intangible portion is allocated to Intangible assets when the related project is complete and amounted to € 11.1 million for Fiscal Year 2009 compared to € 2.8 million for Fiscal Year 2008. As of September 30, 2009, 2008 and 2007, Construction in progress included € 12.2 million, € 11.7 million and € 11.4 million, respectively, related to unallocated fees paid to EPA-France required to maintain the Group's land acquisition rights for the remaining undeveloped land around the Resort. These fees will be allocated to the cost of land purchased by the Group in the future. In Fiscal Years 2009, 2008 and 2007, interest expense capitalized as part of the construction cost of long-lived assets amounted to € 0.7 million, € 0.9 million and € 4.9 million, respectively.



4.2. INVESTMENT PROPERTY Investment properties are defined as land or long-lived assets held to earn lease revenues and amounted to € 39.7 million as of September 30, 2009 compared to € 39.3 million and € 43.4 million as of September 30, 2008 and 2007, respectively. They are carried at cost, less any accumulated depreciation and any accumulated impairment losses, if applicable. In Fiscal Year 2008, the € 4.1 million decrease related to the sale of a property in Val d'Europe which had been subject to a long-term ground lease. In Fiscal Years 2009, 2008 and 2007, lease revenues amounted to € 0.9 million, € 0.9 million and € 0.7 million, respectively.

4.3. INTANGIBLE ASSETS Intangible assets amounted to € 54.2 million, € 53.0 million and € 60.4 million as of September 30, 2009, 2008 and 2007, respectively. In Fiscal Year 2009, the € 1.2 million increase mainly reflected an € 11.1 million software capitalization partly offset by Fiscal Year 2009 intangible assets amortization. In Fiscal Year 2008, the € 7.4 million decrease mainly reflected Fiscal Year 2008 intangible assets amortization. As of September 30, 2009, the Group has not recorded impairment losses related to Property, plant and equipment, Investment property or Intangible assets. 5. INVENTORIES Inventories consist primarily of merchandise, food and beverage, and spare parts used in the maintenance of long-lived assets. These amounts are stated net of a provision for obsolete and slow moving items. This allowance amounted to € 3.1 million, € 2.7 million and € 2.9 million as of September 30, 2009, 2008 and 2007, respectively. 6. TRADE AND OTHER RECEIVABLES Trade and other receivables as of September 30, 2009, 2008 and 2007 are presented below: September 30,

(€ in millions) Note 2009 2008 2007Trade receivables 6.1 75.0 98.4 86.4VAT 30.1 31.3 30.8Other 6.2 6.6 9.2 9.0Trade and other receivables 111.8 138.9 126.2

6.1. TRADE RECEIVABLES

Trade receivables are due primarily from tour operators and travel agents (arising from sales of entrance tickets to the Theme Parks, hotel and meeting rooms and other amenities) as well as billings for real estate sales. As of September 30, 2009, 2008 and 2007, the reserve for potentially uncollectible accounts was € 2.4 million, € 2.2 million and € 1.4 million, respectively.



6.2. OTHER RECEIVABLES Other receivables mainly include rebates and other miscellaneous non-trade receivables. All amounts are due within one year. 7. CASH AND CASH EQUIVALENTS Cash and cash equivalents as of September 30, 2009, 2008 and 2007 are presented below: September 30, (€ in millions) 2009 2008 2007Cash 7.8 8.7 18.7 Cash equivalents 332.5 365.6 311.3 Cash and cash equivalents 340.3 374.3 330.0

8. OTHER ASSETS Other assets as of September 30, 2009, 2008 and 2007 are presented below: September 30, (€ in millions) Note 2009 2008 2007Restricted cash 8.1 70.2 65.0 53.0 Debt issuance costs 8.2 10.5 11.7 12.9 Other 0.5 0.9 1.8 Other non-current assets 81.2 77.6 67.7

Prepaid expenses 8.3 6.3 6.7 6.9 Debt issuance costs 3.6 5.3 1.1 Other 4.7 8.4 17.5 Other current assets 14.6 20.4 25.5 Total other assets 95.8 98.0 93.2

8.1. RESTRICTED CASH Restricted cash corresponds to cash and cash equivalents belonging to the Financing Companies, which are not available to the Legally Controlled Group for operational use.

8.2. DEBT ISSUANCE COSTS The Group incurred various costs, most significantly in Fiscal Years 2005 and 2004, related to non-significant modifications of its loan agreements resulting from the 2005 Restructuring. These costs have been deferred as debt issuance costs and are amortized over the contractual life of the associated debt (see note 3.1.6.2 "Financial Liabilities").

8.3. PREPAID EXPENSES Prepaid expenses mainly correspond to advance payments made to suppliers.



9. SHAREHOLDERS' EQUITY

9.1. SHARE CAPITAL As of September 30, 2009, and from December 3, 2007 (i.e. the effective date of the reverse stock split), the Company's issued and fully paid share capital was composed of 38,976,490 shares with a nominal value of € 1.00 each and of 46 shares with a nominal value of € 0.01 each. The changes in the Company's share capital for the past two Fiscal Years are set forth in the table below:

Share capital

(€ in thousands)Number of old shares (in

thousands)

Number of new shares at the completion of the reverse stock split (in

thousands)Share capital as of September 30, 2007 38,976 3,897,649 -

Reverse stock split - (3,897,649) 38,976 Share capital as of September 30, 2008 38,976 - 38,976 Share capital as of September 30, 2009 38,976 - 38,976

The Company does not know the aggregate number of shares held by its employees directly or through mutual funds. For a description of the reverse stock split, see note 9.1.1. "Reverse Stock Split" of the consolidated financial statements for Fiscal Year 2008 included in the Group's 2008 Reference Document.

9.2. LIQUIDITY CONTRACT In accordance with the authorizations granted by the shareholders' general meetings of the Company held for the past three Fiscal Years, the Gérant implemented liquidity contracts via share repurchase programs in 2008 and 2009, through independent investment service providers. These contracts are compliant with the governance standards established by the French association of financial markets (Association française des marchés financiers) as approved by the French stock exchange authority (Autorité des marchés financiers). The first liquidity contract signed with Exane BNP Paribas became effective on January 14, 2008 and expired on December 31, 2008. The second liquidity contract signed with Oddo Corporate Finance became effective on April 6, 2009 and will expire on March 31, 2010. The notice of the share repurchase programs and signature of the respective liquidity contracts were published on January 11, 2008 and on April 2, 2009, and are available on the Company's website (http://corporate.disneylandparis.com). For additional information on the liquidity contracts, see these documents. As of September 30, 2009, the Company owns 71,212 treasury shares acquired through the second liquidity contract. Their acquisition cost amounts to € 0.4 million. These treasury shares are recorded in Shareholders' equity as a reduction of Other equity.

9.3. OTHER ELEMENTS IN EQUITY

Certain elements directly impact Shareholders' equity, as detailed in the Consolidated Statements of Other Comprehensive Income. These elements relate to actuarial gains or losses on employee benefits calculation, on hedging transactions, resulting from treasury shares transactions under the liquidity contract, and stock option benefits.



Other equity elements as of September 30, 2009, 2008 and 2007 are presented in the below table:


(€ in millions) Note September

30, 2007

Other Comprehensive (Loss)/Income Other

September 30, 2008

Other Comprehensive (Loss)/Income Other

September 30, 2009

Actuarial (loss)/gain 12.1 (1.1) 0.1 - (1.0) (1.7) - (2.7)Gain or (loss) on Hedging Transactions 20 4.2 0.1 - 4.3 (5.1) - (0.8)Treasury Shares Transactions 9.2 - 0.1 (0.9) (0.8) (0.2) 0.4 (0.6)Vested stock option charges 2.1 (0.1) 0.6 2.6 - 0.3 2.9 Other elements in Equity 5.2 0.2 (0.3) 5.1 (7.0) 0.7 (1.2)

10. MINORITY INTERESTS Minority interests as of September 30, 2009, 2008 and 2007 are presented below:


(€ in millions) Note September

30, 2007Comprehensive

Income OtherSeptember

30, 2008Comprehensive

Income Other September

30, 2009Accumulated profit / (loss) 46.4 (0.2) - 46.2 (11.6) - 34.6 Actuarial (loss)/gain 12.1 (0.2) - - (0.2) (0.4) - (0.6)Gain or (loss) on Hedging Transactions 20 0.9 - - 0.9 (1.1) - (0.2)Vested stock option charges 0.5 - 0.1 0.6 - - 0.6

EDA Comprehensive Income 1 47.6 (0.2) 0.1 47.5 (13.1) - 34.4

Centre de Congrès Newport S.A.S. 10.1 10.0 0.1 - 10.1 - - 10.1 Phase I Financing Companies (1) 10.2 47.1 4.7 - 51.8 4.1 - 55.9 Minority interests 104.7 4.6 0.1 109.4 (9.0) - 100.4

(1) Corresponds to Phase IA Financing Company and Phase IB Financing Companies. Minority interests represent the portion of the above entities' interests in the net assets of the Group that are not directly or indirectly owned by the Company.

10.1. CENTRE DE CONGRES NEWPORT S.A.S.

Minority interests represent the share capital and the portion of accumulated retained earnings of Centre de Congrès Newport S.A.S. for which the Legally Controlled Group has no rights or obligations. For a description of this special purpose financing entity, see note 1.2 "Disneyland® Paris Financing" of these consolidated financial statements.

10.2. PHASE I FINANCING COMPANIES Minority interests represent the share capital of the Phase I Financing Companies and accumulated variable Phase IA rent amounts and interest thereon that are legally for the benefit of the partners of the Phase IA Financing Company. For a description of the Phase IA and Phase IB financing, see note 1.2 "Disneyland Paris Financing" of these consolidated financial statements.



11. BORROWINGS Borrowings as of September 30, 2009, 2008 and 2007 are presented below:

September 30, 2009 Principal September 30,

(€ in millions) Note Interest rate (1) Lease (2) Loans Total

Effective Rate

Adjustment Net

total 2008 2007

CDC senior loans 11.1 5.52% 208.9 30.0 238.9 - 238.9 240.5 241.9 CDC subordinated loans 11.1 4.89% 147.3 629.5 776.8 - 776.8 761.2 760.5 Credit Facility – Phase IA (3) 11.2 Euribor + 3.00% 70.8 27.9 98.7 (2.1) 96.6 157.9 218.7 Credit Facility – Phase IB (3) 11.3 Euribor + 3.00% 60.0 10.5 70.5 (1.5) 69.0 88.4 107.7 Partner Advances – Phase IA 11.4 3.00% 304.9 - 304.9 - 304.9 304.9 304.9 Partner Advances – Phase IB (3) 11.5

3.00% and Euribor + 3.00% 90.0 - 90.0 (0.2) 89.8 92.9 92.8

TWDC loans 11.6 Euribor and

Euribor + 0.20% 17.3 287.0 304.3 - 304.3 247.0 213.4 Non-current borrowings 899.2 984.9 1,884.1 (3.8) 1,880.3 1,892.8 1,939.9 CDC senior loans 11.1 5.52% 1.3 0.3 1.6 - 1.6 1.4 0.6 CDC subordinated loans 11.1 4.89% 1.0 0.8 1.8 - 1.8 1.5 0.7 Credit Facility – Phase IA (3) 11.2 Euribor + 3.00% 47.2 15.9 63.1 - 63.1 63.1 48.7 Credit Facility – Phase IB (3) 11.3 Euribor + 3.00% 17.2 3.0 20.2 - 20.2 20.2 10.1 Partner Advances - Phase IB (3) 11.5

3.00% and Euribor + 3.00% 3.2 - 3.2 - 3.2 - -

Financial Lease 8.25% - - - - - - 0.7 Current borrowings 69.9 20.0 89.9 - 89.9 86.2 60.8 Total borrowings 969.1 1,004.9 1,974.0 (3.8) 1,970.2 1,979.0 2,000.7

(1) The interest rate represents the weighted average interest rate for each borrowing. (2) Represents the borrowings of the Phase I Financing Companies. These debt balances comprise the Legally Controlled Group's contractual lease

commitments. (3) As part of the 2005 Restructuring, these loans were significantly modified. In accordance with IAS 39, the carrying value of this debt was replaced by

the fair value after modification. The effective interest rate adjustment has been calculated reflecting an estimated market interest rate at the time of the modification that was higher than the nominal rate.

As of September 30, 2009, some of the Group's borrowings have variable interest rates. For a general description of Group policies regarding interest rate risk management, see note 20.2 "Interest Risk Management".



11.1. CAISSE DES DEPOTS ET CONSIGNATIONS ("CDC") LOANS The Group's loans with the CDC as of September 30, 2009, 2008 and 2007 are presented below:

September 30, 2009

(€ in millions) Note Senior Subordinated Total September

30, 2008 September 30,

2007CDC Phase I Loans 11.1.1 240.5 275.5 516.0 518.9 520.2 Walt Disney Studios® Park Loans 11.1.2 - 503.1 503.1 485.7 483.5

240.5 778.6 1,019.1 1,004.6 1,003.7

11.1.1. CDC Phase I Loans Under the CDC Phase I Loans agreements with EDA and the Phase IA Financing Company, the senior debt is primarily collateralized by Disneyland® Park, Disneyland® Hotel, Disney's Davy Crockett Ranch® and the underlying land thereof. The subordinated debt is not collateralized. Debt service payments are due semi-annually with principal repayments beginning in Fiscal Year 2008 and ending in Fiscal Year 2024. During Fiscal Year 2009, € 1.3 million of principal was repaid. These loans bear interest at a nominal fixed rate of 5.15% (and an effective rate of 5.34%) except on € 43.4 million of principal which bears interest at a nominal fixed rate of 6.15% (and an effective rate of 6.33%). As of September 30, 2009, 2008 and 2007, accrued interest related to the CDC Phase I Loans was € 11.6 million, € 11.6 million and € 11.7 million, respectively.

11.1.2. Walt Disney Studios® Park Loans The Walt Disney Studios® Park Loans were originally comprised of four loan tranches, two of € 76.2 million each maturing in Fiscal Years 2015 and 2021, respectively, and two of € 114.3 million each maturing in Fiscal Years 2025 and 2028, respectively. These loans bear interest at a rate of 5.15%. Subject to the deferral mechanism described below, interest payments are due annually. Pursuant to the 2005 Restructuring, the deferred interest payments with respect to Fiscal Years 2001 through 2003 of € 59.8 million (including accrued interest through February 23, 2005) were converted into subordinated long-term debt, bearing interest at a rate of 5.15%, repayable only after the repayment of the Credit Facilities and Partners Advances - Phases IA and IB and the Senior CDC Phase I Loans. Subject to the deferral mechanism described below, interest payments are due annually on December 31, for the preceding 12 months. Also, pursuant to the 2005 Restructuring, the CDC agreed to unconditionally forgive € 2.5 million of interest on the Walt Disney Studios Park Loans per year in each of the Fiscal Years 2005 through 2012 and to conditionally defer and convert to subordinated long-term debt interest payments up to a maximum amount of € 20.2 million per year for each of the Fiscal Years 2005 through 2012 and up to € 22.7 million for each of the Fiscal Years 2013 and 2014. Amounts of € 20.2 million and € 19.8 million of interest originally payable on December 31, 2006 and 2005, respectively, were deferred and bear interest at a rate of 5.15% compounded annually. No interest payments were deferred for Fiscal Years 2007 and 2008. The CDC agreed to unconditionally defer and convert into subordinated long-term debt interest payments on these aforementioned deferrals. As of September 30, 2009, 2008 and 2007, € 7.1 million, € 4.8 million and € 2.6 million of cumulative interest was unconditionally deferred and recorded as non-current borrowings, respectively.



Following the calculation of financial performance covenants for Fiscal Year 2009 and subject to final third-party approval which will be received in Fiscal Year 2010, management has deferred € 15.1 million of interest payments related to Fiscal Year 2009, and will defer a further € 5.1 million during the first quarter of Fiscal Year 2010. These amounts were originally payable on December 31, 2009. As a consequence, there was no accrued interest related to the Walt Disney Studios Park Loans, as of September 30, 2009. As of September 30, 2008 and 2007, accrued interest related to the Walt Disney Studios Park Loans was € 15.1 million and € 15.1 million, respectively.

11.2. CREDIT FACILITY – PHASE IA

Pursuant to the credit facility agreement between EDA, the Phase IA Financing Company and a syndicate of international banks ("Credit Facility – Phase IA"), these obligations are primarily collateralized by Disneyland® Park, Disneyland® Hotel, Disney's Davy Crockett Ranch® and the underlying land thereof. The Credit Facility – Phase IA bears interest at Euribor plus 3% (3.75% as at September 30, 2009). Debt service payments are due quarterly with principal repayments beginning in Fiscal Year 2008 and ending in Fiscal Year 2012. During Fiscal Year 2009, € 63.1 million of principal was repaid. As of September 30, 2009, accrued interest related to the Credit Facility – Phase IA was € 0.5 million. As of September 30, 2008, there was no accrued interest related to the Credit Facility – Phase IA. As of September 30, 2007, the accrued interest related to the Credit Facility – Phase IA was € 1.8 million.

11.3. CREDIT FACILITY – PHASE IB Pursuant to the credit facility agreement between EDL Hôtels S.C.A., the Phase IB Financing Companies and a syndicate of international banks ("Credit Facility – Phase IB"), these obligations are collateralized by the Phase IB Facilities1. The Credit Facility – Phase IB bears interest at Euribor plus 3% (3.75% as at September 30, 2009). Debt service payments are due quarterly with principal repayments beginning in Fiscal Year 2008 and ending in Fiscal Year 2013. During Fiscal Year 2009, € 20.2 million of principal was repaid. As of September 30, 2009, 2008 and 2007, accrued interest related to the Credit Facility – Phase IB was € 0.5 million, € 0.6 million and € 1.3 million, respectively.

11.4. PARTNER ADVANCES – PHASE IA Pursuant to loan agreements, the Phase IA Financing Company borrowed € 304.9 million from the partners of the Phase IA Financing Company at a fixed rate of 3% ("Partner Advances – Phase IA"). These advances are not collateralized and are subordinated to the CDC Phase I Loans and the Credit Facility - Phase IA of the Phase IA Financing Company. There will be no principal repayments until the Phase IA Financing Company realizes cumulative taxable income, which is currently expected to occur during Fiscal Year 2011. Debt service payments are due quarterly. As of September 30, 2009, 2008 and 2007, accrued interest related to the Partner Advances – Phase IA was € 1.6 million.

1 For more information see note 1.2 "Disneyland® Paris Financing".



11.5. PARTNER ADVANCES – PHASE IB The "Partner Advances – Phase IB" consist of € 15.2 million of borrowings bearing interest at Euribor plus 3% (3.75% as at September 30, 2009) and € 78.0 million bearing interest at a fixed rate of 3%. Those amounts were borrowed from the partners of the Phase IB Financing Companies. The variable rate portion is collateralized by the Phase IB Facilities. For the fixed-rate portion of the Partner Advances, there will be no principal repayments until the Phase IB Financing Companies realize cumulative taxable income, which is currently expected to occur during Fiscal Year 2011. Debt service payments are due quarterly. As of September 30, 2009, 2008 and 2007, accrued interest related to the Partner Advances - Phase IB was € 0.5 million, € 0.4 million and € 0.5 million, respectively.

11.6. TWDC LOANS TWDC loans include subordinated long-term loans resulting from the terms of the 2005 Restructuring and amounts borrowed by Centre de Congrès Newport S.A.S., an indirect wholly-owned subsidiary of TWDC that is fully consolidated by the Group (see note 3.1.1 "Consolidation Principles"). A € 100 million credit line has also been made available by TWDC to the Group. As of September 30, 2009, this credit line has not been used.

11.6.1. Long-term Subordinated Loan

Following the 2005 Restructuring, TWDC granted the Group a € 110.0 million long-term subordinated loan bearing interest at 12-month Euribor (1.24% as at September 30, 2009), compounded annually. During Fiscal Year 2009, the Group converted € 3.7 million of accrued interest into long-term debt. The principal will be repayable only after the repayment of all Phase I Debt1 and interest will begin to be paid annually from January 2017.

11.6.2. Long-term Subordinated Loan – Unconditional Deferral of Royalties and Management

Fees Pursuant to the terms of the 2005 Restructuring, TWDC agreed to unconditionally defer and convert into long-term subordinated debt certain management fees and, as necessary, royalties up to a maximum amount of € 25 million with respect to each of Fiscal Years 2005 through 2009. As of September 30, 2009, the resulting long-term subordinated debt excluding deferred interest amounted to € 125.0 million, compared to € 100.0 million and € 75.0 million as of September 30, 2008 and 2007, respectively (see note 15.1 "Royalties and Management Fees"). The € 25.0 million increase related to Fiscal Year 2009 unconditional deferral of royalties and management fees. This long-term subordinated debt bears interest starting on December 31 following the deferral at 12-month Euribor (1.24% as at September 30, 2009), compounded annually and aggregated € 9.3 million as of September 30, 2009, compared to € 5.7 million as of September 30, 2008. The principal will be repayable only after the repayment of all Phase I Debt and interest will begin to be paid annually from January 2017.

1 The Phase I Debt corresponds to the CDC Phase I Loans, the Credit Facilities – Phases IA and IB as well as the Partner Advances – Phases IA and IB.



11.6.3. Long-term Subordinated Loan – Conditional Deferral of Royalties and Management Fees

Pursuant to the terms of the 2005 Restructuring, TWDC agreed to conditionally defer and convert into long-term subordinated debt management fees and, as necessary, royalties up to a maximum amount of € 25 million due with respect to each of Fiscal Years 2007 to 2014 (see note 15.1 "Royalties and Management Fees"). No conditional royalties or management fees were deferred related to Fiscal Years 2007 and 2008. Following the calculation of financial performance covenants for Fiscal Year 2009 and subject to final third-party approval which will be received in Fiscal Year 2010, management has deferred € 25.0 million of the conditional royalties related to Fiscal Year 2009 and originally payable on December 31st, 2009 into long-term subordinated debt. This long-term subordinated debt bears interest starting on December 31 following the deferral at 12-month Euribor (1.24% as at September 30, 2009), compounded annually. The principal will be repayable only after the repayment of all Phase I Debt and interest will begin to be paid annually from January 2017.

11.6.4. Centre de Congrès Newport S.A.S. As a result of the consolidation of this financing company, the Group's debt includes a loan made available by TWDC to Centre de Congrès Newport S.A.S. to finance the construction of the Newport Bay Club Convention Center, which opened in Fiscal Year 1998. The outstanding balance under this loan as of September 30, 2009 is € 17.3 million and bears interest at Euribor plus 0.20% (0.95% as at September 30, 2009). As of September 30, 2009, 2008 and 2007, accrued interest related to this loan was € 5.8 million, € 5.2 million and € 4.4 million, respectively.

11.7. DEBT MATURITY SCHEDULE As of September 30, 2009 and excluding a € 3.8 million effective rate adjustment pertaining to the debt that was significantly modified during the 2005 Restructuring, the Group's borrowings have the following scheduled or expected maturities: Principal payments due during Fiscal Year


30, 2009 2010 2011 2012 2013 2014 Thereafter CDC senior loans 240.5 1.6 1.9 2.1 2.5 2.9 229.5 CDC subordinated loans 778.6 1.8 2.1 2.4 2.8 3.2 766.3 Credit Facility – Phase IA 161.8 63.1 63.1 35.6 - - -Credit Facility – Phase IB 90.7 20.2 20.2 20.2 30.1 - -Partner Advances – Phase IA 304.9 - 33.5 83.1 68.0 16.4 103.9 Partner Advances – Phase IB 93.2 3.2 3.2 10.9 31.1 16.0 28.8 TWDC loans 304.3 - - - - - 304.3 Total borrowings principal payments 1,974.0 89.9 124.0 154.3 134.5 38.5 1,432.8



The table below presents the schedule of future interest payments as of September 30, 2009 for the five next Fiscal Years and thereafter. The rate used for the calculation of future interest payments is based on estimated Euribor 3-month rates derived from the Euribor long-term yield curve available from Reuters. Interests payments during Fiscal Year


30, 2009 2010 2011 2012 2013 2014 Thereafter Total future interests payments 930.1 51.5 67.1 61.6 57.1 54.1 638.6

11.8. FAIR VALUE OF BORROWINGS For an estimation of the fair value of the Group's borrowings, see note 20.1 "Fair Value of Financial Instruments".

11.9. DEBT COVENANTS The Group must respect certain financial covenant requirements and meet certain minimum performance objectives under its debt agreements. For further information on this, refer to Section C.3. "Information concerning the Group's financial covenant obligations" in the Fiscal Year 2008 Reference Document. For Fiscal Year 2009, the Group has deferred payment of € 25 million of Fiscal Year 2009 royalties and management fees due to TWDC, under the unconditional deferral mechanism, and has converted this amount into long-term subordinated debt. The Group has also deferred € 25 million of Fiscal Year 2009 conditional royalties due to TWDC and € 15.1 million of Fiscal Year 2009 interest due to the CDC, under the conditional deferral mechanism, and has converted these amounts into long-term subordinated debt. These conditional deferrals are subject to final third-party review as provided in the debt agreements. Subject to this final third-party review, the Group believes that it has complied with its covenant obligations for the Fiscal Year. 12. OTHER NON CURRENT LIABILITIES, TRADE AND OTHER PAYABLES Other non-current liabilities, trade and other payables as of September 30, 2009, 2008 and 2007 are presented below:

September 30, (€ in millions) Note 2009 2008 2007Retirement obligation 12.1 21.1 17.5 13.7 Other non-current liabilities 12.3 42.3 42.9 43.7 Total other non-current liabilities 63.4 60.4 57.4

Suppliers 94.0 97.7 129.7 Other payroll and employee benefits 86.3 88.0 76.9 VAT 17.0 17.2 21.0 Payables to related companies 12.2 39.4 67.2 67.3 Other current liabilities 12.3 38.4 66.6 60.0 Trade and other payables 275.1 336.7 354.9



12.1. RETIREMENT OBLIGATION The amount of the retirement obligation has been assessed in conjunction with an independent expert and is presented in the following table as of September 30, 2009 and at the end of the four previous Fiscal Years:

September 30, (€ in millions) 2009 2008 2007 2006 2005Retirement obligation 21.1 17.5 13.7 13.2 9.7 The following table presents the detailed changes in the retirement obligation for Fiscal Years 2009, 2008 and 2007: (€ in millions) Note AmountAs of September 30, 2006 13.2

Current service cost 1.0 Interest cost 16 0.6

Impact on Statement of Income 1.6

Paid indemnities (0.1)Actuarial (gains) / losses 12.1.1 (1.0)As of September 30, 2007 13.7



Paid indemnities (0.3)Actuarial (gains) / losses 12.1.1 (0.1)As of September 30, 2008 17.5



Paid indemnities (0.3)Actuarial losses / (gains) 12.1.1 2.1

As of September 30, 2009 21.1

12.1.1. Actuarial (Gains) / Losses Actuarial gains and losses arising from changes in actuarial assumptions and experience adjustments are immediately recognized in Other comprehensive income. Actuarial valuations are based on long-term parameters supplied by the Group, which are reviewed each year.



The following table presents the assumptions used for the 2009, 2008 and 2007 valuations, as well as the impact of changes in these assumptions and experience adjustments:

Assumptions 2009 2008 2007

2009 actuarial losses

2008 actuarial (losses)/gains

Retirement age 60-65 60-65 60-65 - -Inflation rate 2.00% 2.50% 2.00% - -Rate of increase on salary 3.25% - 3.75% 3.25% - 3.75% 2.75% - 3.25% - (1.8)Discount rate 5.40% 6.00% 4.75% (1.9) 4.0 Payroll tax rate 46% - 47% 46% - 47% 46% - 47% - -Impact of changes in assumptions (1.9) 2.2 Difference on salary - (0.9)Other (0.2) (1.2)Experience adjustments (0.2) (2.1)Total actuarial (losses) / gains (2.1) 0.1 The discount rate used for this actuarial variation is based on the yields of AA rated Euro zone corporate bonds with a 10 year maturity as of September 30, 2009.

12.2. PAYABLES TO RELATED COMPANIES Payables to related companies principally include payables to wholly-owned subsidiaries of TWDC for royalties and management fees and other costs associated with the operation and development of the Resort. All amounts are due within one year. For more information on related-party transactions, see note 18 "Related-Party Transactions".

12.3. OTHER LIABILITIES As of September 30, 2009, 2008 and 2007, other current and non-current liabilities amounted to € 80.7 million, € 109.5 million and € 103.7 million, respectively. These amounts primarily include taxes payable, accrued interest on debt as well as other liabilities related to the application of the effective interest method (see note 3.1.6.2 "Financial Liabilities"). 13. DEFERRED REVENUES Deferred revenues consist primarily of amounts received from clients in advance of their visits, pre-paid rental income received on long-term ground lease contracts with third-party developers, deposits received from business groups for on-site seminars and conventions and participant revenues that are being recognized as income straight-line over the term of the related contract.



As of September 30, 2009, the Group's deferred revenues have the following scheduled revenue recognition: (€ in millions) Amount2010 68.9 2011 1.2 2012 1.0 2013 0.8 2014 0.6 Thereafter (1) 25.5

Total 98.0

(1) Primarily relates to long-term ground lease contracts with third-party developers. 14. SEGMENT INFORMATION For internal management reporting purposes, the Group has two separate reportable operating segments as follows:

- Resort operating segment includes the operation of the Theme Parks, the Hotels and the Disney® Village, and the various services that are provided to guests visiting Disneyland® Paris; and

- Real estate development operating segment includes the design, planning as well as monitoring of

improvements and additions to the existing Resort activity, as well as other retail, office and residential real estate projects, whether financed internally or through third-party partners.

These operating segments reflect the Group's organizational structure and internal financial reporting system, which are based on the nature of the products and the services delivered. Each operating segment represents a strategic business offering different products and serving different markets. There is no other operating segment representing 10% of revenues or 10% of assets or 10% of net profits that could be identified separately. The Group evaluates the performance of its operating segments based primarily on operating margin. The Group does not evaluate the performance of its operating segments based upon their respective fixed asset values. The accounting policies for both of these operating segments are the same.



14.1. BALANCE SHEET INFORMATION

The following table presents segment statement of financial position information as of September 30, 2009, 2008 and 2007:

Resort operating segment Real estate development

operating segment Total September 30, September 30, September 30, (€ in millions) 2009 2008 2007 2009 2008 2007 2009 2008 2007

Capital expenditures (1) 2,077.5 2,169.2 2,268.6 51.9 51.3 54.8 2,129.4 2,220.5 2,323.4 Other assets 577.6 631.6 572.0 8.1 19.1 17.2 585.7 650.7 589.2

Total assets 2,655.1 2,800.8 2,840.6 60.0 70.4 72.0 2,715.1 2,871.2 2,912.6 Total liabilities 2,400.0 2,482.1 2,516.6 28.1 31.3 39.8 2,428.1 2,513.4 2,556.4

(1) Capital expenditures consist of the sum of Property, plant and equipment, Investment property and Intangible assets, net of accumulated depreciation.

14.2. STATEMENT OF INCOME INFORMATION For Fiscal Years 2009, 2008 and 2007, no inter-segment transactions occurred.

Resort operating segment Real estate development

operating segment Total Fiscal Year Fiscal Year Fiscal Year

(€ in millions) 2009 2008 2007 2009 2008 2007 2009 2008 2007 Revenues 1,212.7 1,283.5 1,195.1 17.9 41.0 19.3 1,230.6 1,324.5 1,214.4

Direct operating costs

(960.0) (968.7) (922.9) (5.0) (21.4) (11.3) (965.0) (990.1) (934.2)Marketing and sales expenses (123.9) (125.3) (121.9) - - - (123.9) (125.3) (121.9)General and administrative expenses (111.5) (113.6) (102.9) (3.8) (5.0) (4.6) (115.3) (118.6) (107.5)

Costs and expenses (1,195.4) (1,207.6) (1,147.7) (8.8) (26.4) (15.9) (1,204.2) (1,234.0) (1,163.6)Positive operating margin 17.3 75.9 47.4 9.1 14.6 3.4 26.4 90.5 50.8 Financial income 9.5 16.8 9.9 0.2 0.2 0.6 9.7 17.0 10.5 Financial expense (98.9) (105.4) (102.7) - - - (98.9) (105.4) (102.7)(Loss) / income from equity investments 0.1 (0.2) (0.2) (0.3) (0.2) - (0.2) (0.4) (0.2)Profit / (loss) before taxes (72.0) (12.9) (45.6) 9.0 14.6 4.0 (63.0) 1.7 (41.6)Income tax benefit (expense) - - - - - - - - -Net profit / (loss) (72.0) (12.9) (45.6) 9.0 14.6 4.0 (63.0) 1.7 (41.6)



15. DIRECT OPERATING COSTS Direct operating costs for Fiscal Years 2009, 2008 and 2007 are presented below: Fiscal Year (€ in millions) Note 2009 2008 2007Royalties and management fees 15.1 71.3 74.7 69.1 Depreciation and amortization related to operations 149.3 149.0 144.8 Other direct operating costs 15.2 744.4 766.4 720.3 Direct operating costs 965.0 990.1 934.2

15.1. ROYALTIES AND MANAGEMENT FEES Royalties represent amounts payable to a wholly-owned subsidiary of TWDC under a license agreement that grants the Group the right to use any present or future intellectual or industrial property rights of TWDC for use in attractions or other facilities and for the purpose of selling merchandise. Royalties are based upon the operating revenues of the Theme Parks. Management fees are payable to the Gérant, as specified in EDA's bylaws. Management fees are based upon operating revenues of the Group. Pursuant to the 2005 Restructuring, TWDC agreed to defer payment of royalties and management fees due by the Group to affiliates of TWDC, on an unconditional basis for a total amount of € 125 million and on a conditional basis for a total amount up to € 200 million as follows:

- TWDC agreed to unconditionally defer and convert into long-term subordinated debt certain management fees and, as necessary, royalties up to a maximum amount of € 25 million with respect to each of Fiscal Years 2005 through 2009. Deferred amounts converted into long-term subordinated debt bear interest at 12-month Euribor, compounded annually. The principal will be repayable only after the repayment of all Phase I Debt and interest will begin to be paid annually from January 2017 (see note 11.6.2 "Long-term Subordinated Loan – Unconditional Deferral of Royalties and Management Fees"); and

- TWDC agreed to conditionally defer and convert into subordinated long-term debt certain management

fees and, as necessary, royalties up to a maximum amount of € 25 million due with respect to each of Fiscal Years 2007 through 2014. The amount, if any, of the deferral will be determined by reference to the Group's financial performance relative to a pre-defined performance indicator. If the Group's financial performance is less than this pre-defined performance indicator for a given Fiscal Year, then an amount equal to this difference (and up to a maximum of € 25 million) will be deferred for that Fiscal Year. Deferred amounts are converted into long-term subordinated debt and have the same interest and repayment terms as the unconditionally deferred amounts described above (see note 11.6.3 "Long-term Subordinated Loan – Conditional Deferral of Royalties and Management Fees").

All royalties and management fees are expensed as incurred, whether or not payment is deferred. Royalties and management fees of € 25.0 million have been reclassified from payables to subordinated long-term debt reflecting TWDC's unconditional deferral for Fiscal Year 2009. From Fiscal Years 2005 through 2008, € 100.0 million of royalties and management fees were similarly deferred. For Fiscal Year 2009, pursuant to the Group's covenants, € 25.0 million of royalties originally payable on December 31, 2009 have been conditionally deferred and converted into long-term borrowings, subject to final third-party review.



15.2. OTHER DIRECT OPERATING COSTS Other direct operating costs primarily include wages and benefits for employees in operational roles, cost of sales for merchandise and food and beverage, operating taxes, maintenance and renovation expenses, real estate land sales and other miscellaneous charges. The Group was involved in litigation with a counterparty, seeking the refund of certain tax expenses made as from calendar year 2001 related to the Group's hotels. In April 2008, the Group received a reimbursement of € 8.1 million net of legal fees, related to calendar years 2003 and 20041. In July 2009, the Group settled for the remaining years and recognized € 7.6 million net of legal fees, as a reduction of Costs and Expenses. 16. NET FINANCIAL CHARGES For Fiscal Years 2009, 2008 and 2007, the Group's financial income and expense are composed of the following: Fiscal Year (€ in millions) Note 2009 2008 2007Financial income

Investment income 9.7 17.0 10.5 9.7 17.0 10.5

Financial expense Interest expense 89.6 104.0 95.1 Net financial expense / (income) on derivative instruments 20 1.1 (3.6) (2.3)Interest cost on employee benefit obligations 12.1 1.0 0.7 0.6 Other 7.2 4.3 9.3

98.9 105.4 102.7

Net financial charges (89.2) (88.4) (92.2) 17. INCOME TAXES

17.1. CURRENT INCOME TAXES Income tax expense is calculated using the statutory tax rate in effect in France as of the end of the reporting period. For Fiscal Years 2009, 2008 and 2007, this rate was 34.4%. The Group did not incur income tax expense for Fiscal Years 2009, 2008 and 2007.

17.2. DEFERRED TAXES As of September 30, 2009, unused tax loss carry forwards were approximately € 1.5 billion and can be carried forward indefinitely. Due to the uncertainty of the ultimate realization of these tax benefits, the Group has not recorded any deferred tax assets on its statement of financial position.

1 These amounts were recognized as a reduction of Costs and expenses.



18. RELATED-PARTY TRANSACTIONS Related-party transactions between the Group and TWDC are presented below: Fiscal Year (€ in millions) Note 2009 2008 2007Revenues

Other services 18.1 3.5 4.0 3.8 Costs and expenses

Royalties and management fees 15.1 (71.3) (74.7) (69.1)Development agreement and other services 18.2 (33.3) (33.8) (33.4)

Net financial charges 18.3 (7.9) (9.4) (6.5) Total (109.0) (113.9) (105.2) September 30, (€ in millions) Note 2009 2008 2007Financial assets 18.3 - - 4.9 Trade and other receivables 0.9 3.0 5.7Total assets 0.9 3.0 10.6 Borrowings 11.6 304.3 247.0 213.4Trade and other payables (1) 12.2 39.4 67.2 67.3Total liabilities 343.7 314.2 280.7 (1) As of September 30, 2009, 2008 and 2007, included royalties and management fees outstanding for an amount of € 25.2 million, € 53.7 million and

€ 47.9 million respectively.

18.1. OTHER SERVICES Other services revenues primarily include amounts received from The Walt Disney Company (France) S.A.S. (formerly Disney Channel France S.A.S.) in relation to the lease of office space located in the Walt Disney Studios® Park.

18.2. DEVELOPMENT AGREEMENT AND OTHER SERVICES The Group reimburses the Gérant for all of its direct and indirect costs incurred in connection with the provision of services under the Development Agreement1, in its capacity as the management company, and for various other services mentioned below. The indirect costs under the Development Agreement primarily include the Group's share of expenses incurred by TWDC's European marketing offices. In addition, the indirect costs include the development of conceptual design for existing Theme Parks facilities and attractions.

1 Refers to the agreement dated February 28, 1989 between the Company and the Gérant whereby the Gérant provides and arranges for other subsidiaries

of TWDC to provide EDA with a variety of technical and administrative services, some of which are dependent upon Disney expertise or cannot reasonably be supplied by other parties.



The Group also has agreements with other wholly-owned subsidiaries of TWDC for the services described below:

- The Group has an agreement with Disney Online (formerly called The Walt Disney Internet Group). Disney Online hosts the Group's Internet sites. On October 1, 2007, this agreement was extended until September 30, 2010. Under this agreement, an annual fixed fee of $ 0.6 million is due. An expense of € 0.4 million was recorded in Fiscal Year 2009.

- The Group has various agreements with Disney Destinations LLC ("DD LLC"). DD LLC provides

various services supporting the Group, notably by providing call center services or information technology solutions for the hotels and sales and distribution departments. An expense of € 2.8 million was recorded in Fiscal Year 2009 under these agreements with DD LLC.

18.3. NET FINANCIAL CHARGES For Fiscal Years 2009, 2008 and 2007, net financial charges resulted from interest expenses on TWDC long-term debt. For a discussion on the various interest terms provided under the financing arrangements with TWDC, see note 11.6 "TWDC Loans".

18.4. OTHER FINANCIAL ARRANGEMENTS In Fiscal Years 2009, 2008 and 2007, the Group had several interest rate swap agreements with TWDC to manage its exposure to changes in interest rates, the last of which expired in August 2009 (see note 20.2 "Interest Rate Risk Management").

18.5. ADDITIONAL ARRANGEMENTS TWDC manages the construction of the Group's attractions. During Fiscal Years 2009, 2008 and 2007, the Group incurred € 9.4 million, € 7.0 million and € 20.6 million of construction costs with TWDC, respectively. These costs are capitalized as Property, plant and equipment. A € 100 million credit line has also been made available by TWDC to the Group. As of September 30, 2009, this credit line has not been used. The Group also has an off-balance sheet liability related to TWDC (see note 21.2.1 "Contingent Liabilities").



19. STOCK OPTIONS The Company's shareholders have approved the implementation of three different stock option plans since 1994, authorizing the issuance of stock options to employees or mandataires sociaux (corporate officers) together referred as the "Beneficiary" or "Beneficiaries" for the acquisition of the Company's outstanding common stock. The first stock option plan terminated during the Fiscal Year: there are no more outstanding options for this plan as of September 30, 2009. For all stock option plans, stock options were granted at a market exercise price calculated in accordance with governing laws. Under the last two stock option plans, stock options are granted at a market exercise price calculated as the average closing market price over the last 20 trading days preceding a stock option grant. The options are valid for a maximum of 8 years from their issuance date (except for the 1994 stock option plan under which the options are valid for 10 years from their issuance date) and become exercisable over a minimum of 4 years in equal installments beginning one year from the date of grant under the last stock option plan (under the 1994 and 1999 stock option plans, the options become exercisable over a minimum of 5 years in equal installments beginning one year from the date of grant). When a Beneficiary leaves the Company, any granted and vested option must be exercised in a period of 3 to 18 months after the effective date of departure, depending on the nature of this departure. In the case of a dismissal for serious offense (as defined in French labor law) or revocation, options are cancelled at the effective date of the dismissal or revocation. The Company implemented a reverse stock split on December 3, 2007. As a consequence, the number of stock options and the exercise price were adjusted for all existing stock options. If Beneficiaries owned a number of stock options that was not a multiple of 100, the number of their stock options was rounded up to the nearest whole share option. The following table provides more information about the stock options granted and outstanding as of September 30, 2009.



1994 Plan (1) 1999 Plan (2) 2004 Plan (3) Date of shareholder approval 6/8/1994 11/2/1999 12/17/2004 Attribution date 5/10/1999 TOTAL 2/29/2000 2/26/2001 1/31/2002 TOTAL 9/6/2005 3/8/2006 3/14/2007 TOTAL TOTAL

Total number of stock options granted (4) including: 2,115,000 2,115,000 10,496,000 9,395,000 9,823,000 29,714,000 52,566,301 7,790,984 10,150,016 70,507,301 102,336,301

- the statutory management - - - - - - - - - - -

- the employees receiving the ten largest option grants 1,185,000 1,185,000 1,700,000 1,825,000 1,320,000 4,845,000 21,957,939 1,281,039 4,087,677 27,326,655 33,356,655

Options exercisable from 5/10/1999 - 2/29/2000 2/26/2001 1/31/2002 - 9/6/2005 3/8/2006 3/14/2007 - -

Expiration date 5/10/2009 - 2/28/2008 2/26/2009 1/31/2010 - 9/6/2013 3/8/2014 3/14/2015 - -

Option exercise price before reverse stock split (€) (5) 0.50 - 0.35 0.33 0.47 - 0.13 0.11 0.09 - -

Option exercise price after reverse stock split (€) 50.00 - 35.00 33.00 47.00 - 13.00 11.00 9.00 - -

Number of options exercised as of Sept. 30, 2009 - - 113,800 43,000 - 156,800 - - - - 156,800

Stock options cancelled in Fiscal Year 2009 8,447 8,447 - 77,118 4,758 81,876 15,138 - 4,406 19,544 109,867

Remaining outstanding stock options (6) - - - - 88,781 88,781 328,629 51,791 94,162 474,582 563,363

Remaining outstanding and exercisable stock options (6) - - - - 88,781 88,781 328,629 38,843 47,081 414,553 503,334

(1) The period of validity for options granted under this plan is 10 years from their issuance date. The shareholders of the Company approved the setting of a stock option plan for a maximum of 2.5% of the

Company's share capital. (2) The period of validity for options granted under this plan is 8 years from their issuance date. The shareholders of the Company approved the setting of a stock option plan for a maximum of 2.5% of the

Company's share capital. (3) The period of validity for options granted under this plan is 8 years from their issuance date. The shareholders of the Company approved the setting of a stock option plan for a maximum of 5% of the

Company's share capital. (4) Each stock option provides the right to purchase one share of the Company's stock at the exercise price. These numbers correspond to originally granted stock options and do not take into account Fiscal

Year 2008 adjustments following the share consolidation and the 1999 and 2005 adjustments following the share capital increases. (5) Option exercise price adjusted following the 1999 and 2005 share capital increases. (6) These numbers take into account adjustments in the number of stock options following the Fiscal Year 2008 share consolidation and the 1999 and 2005 adjustments following the share capital increases.



19.1. CHANGES IN STOCK OPTIONS A summary of the Company's stock option activity for Fiscal Years 2009 and 2008 is presented below:

Weighted-averageNumber of options exercise price

(in thousands) (in €)Stock options outstanding as of September 30, 2007 97,728 0.22 Options granted - -Options exercised - -Options cancelled (13,450) 0.26 Stock options outstanding as of December 3, 2007 before share consolidation 84,278 0.21 Stock options outstanding as of December 3, 2007 after share consolidation 843 21.11 Options granted - -Options exercised - -Options cancelled (170) 26.56 Stock options outstanding as of September 30, 2008 673 19.74 Options granted - -Options exercised - -Options cancelled (110) 31.20 Stock options outstanding as of September 30, 2009 563 17.51

For Fiscal Years 2009, 2008 and 2007, the expense recorded for stock options was € 0.3 million, € 0.6 million and € 0.9 million, respectively.

19.2. POTENTIAL EQUITY DILUTION The percentage of total potential dilution that could result from the exercise of stock options is 1.45% as of September 30, 2009 compared to 1.70% and 2.45% as of September 30, 2008 and 2007, respectively. This percentage corresponds to the maximum number of new shares that could result from stock options divided by the sum of the existing outstanding shares and potential new shares.



20. FINANCIAL INSTRUMENTS

20.1. FAIR VALUE OF FINANCIAL INSTRUMENTS The following table presents the net carrying value and fair value of the Group's financial instruments as of September 30, 2009, 2008 and 2007:

September 30, 2009 2008 2007

(€ in millions)

Note Carrying

value Fair

value Carrying

value Fair

value Carrying

valueFair

value

Interest rate swaps 20.2 - - - - 4.4 4.4 Foreign currency hedge contracts 20.3 3.3 3.3 6.0 6.0 2.1 2.1 Financial assets adjusted to fair value through shareholders' equity

3.3 3.3 6.0 6.0 6.5 6.5

Restricted cash

8.1

70.2 70.2 65.0 65.0 53.0 53.0 Trade and other receivables 6 108.5 108.5 132.9 132.9 124.1 124.1 Loans 18 - - - - 4.9 4.9 Other 2.7 2.7 3.0 3.0 4.3 4.3 Financial assets at cost 181.4 181.4 200.9 200.9 186.3 186.3 Cash and cash equivalents 7 340.3 340.3 374.3 374.3 330.0 330.0

Total financial assets 525.0 525.0 581.2 581.2 522.8 522.8

Interest rate swaps 20.2 - - 0.1 0.1 - -Foreign currency hedge contracts 20.3 (4.1) (4.1) 0.9 0.9 2.4 2.4 Financial liabilities adjusted to fair value through shareholders' equity

(4.1) (4.1) 1.0 1.0 2.4 2.4

Borrowings 11 1,970.2 1,338.8 1,979.0 1,383.2 2,000.7 1,693.1 Trade and other payables 12 279.2 279.2 335.7 335.7 352.5 352.5 Other 42.7 42.7 38.1 38.1 32.2 32.2 Financial liabilities at cost 2,292.1 1,660.7 2,352.8 1,757.0 2,385.4 2,077.8

Total financial liabilities 2,288.0 1,656.6 2,353.8 1,758.0 2,387.8 2,080.2

The estimated fair value of Borrowings is calculated using a DCF valuation methodology. The decrease in fair value of Borrowings as of September 30, 2009 compared to the prior-year end is mainly due to € 86.2 million of repayments, partially offset by the fair value of the € 74.8 million deferral of royalties, management fees and interest payments. The decrease in fair value of Borrowings as of September 30, 2008 was mainly due to an increase in the discount rate. The fair value of short term financial instruments approaches the recorded value, due to the close maturity date.



20.2. INTEREST RATE RISK MANAGEMENT The Group uses derivative instruments to manage and reduce net exposure to interest rate fluctuations. The net exposure hedged by the Group is approximately equal to total variable rate borrowings less TWDC loans and cash and cash equivalents (see note 3.2.2.1 "Financial market risks"). The Group is counterparty to several interest rate swaps. These swaps enable management to limit the impact of volatility in future cash flows required for interest payments on floating rate borrowings. The counterparty of these derivative instruments is TWDC (see note 18.4 "Other Financial Arrangements"). The following table summarizes the underlying notional amounts of borrowings subject to interest rate hedging contracts during the Fiscal Years ended September 30, 2009 and 2008:

Underlying(€ in millions) borrowingsBalance as of September 30, 2007 409.7 Additions 120.0 Maturities/Terminations (394.5)Balance as of September 30, 2008 135.2 Additions -Maturities/Terminations (135.2)Balance as of September 30, 2009 -

During Fiscal Year 2009, the Group had two interest rate swap agreements with TWDC to manage its exposure to changes in interest rates. A first agreement required the Group to pay fixed interest of 3.18% and to receive interest payments based upon 3-month Euribor on a notional amount of € 15.2 million. This agreement expired in November 2008. A second agreement required the Group to pay fixed interest of 4.79% and to receive interest payments based upon 3-month Euribor on a notional amount of € 120 million. This agreement expired in August 2009. As of September 30, 2009, 2008 and 2007, approximately 29% of the Group's borrowings was tied to floating interest rates, resulting in a weighted average interest rate of 4.56%, 4.92% and 4.77%, respectively, on total borrowings of € 1.9 billion. While the Group attempts to reduce interest rate risks in respect of a substantial portion of its borrowings through the use of interest rate swaps, an increase in interest rates could adversely affect the Group's results and financial condition.



The following table details the changes in the fair value of interest rate swaps during Fiscal Years 2009, 2008 and 2007: The Year Ended September 30, (€ in millions) 2009 2008 2007Effective portion of the fair value of interest rate swaps, beginning of period (0.1) 4.4 4.0

Gains / (Losses) arising during the year

- 0.5 2.8 Less: Reclassification to financial charges when the hedged transactions occurred 0.1 (5.0) (2.4)Net changes recognized in Other Comprehensive Income 0.1

(4.4)

0.4

Effective portion of fair value of interest rate swaps, end of period, of which: - - 4.4 current - - 5.0 non current - - (0.6)

Plus: Ineffective portion - (0.1) -Fair value of interest rate swaps, end of period - (0.1) 4.4

20.3. CURRENCY RISK MANAGEMENT The Group uses derivative instruments to protect the value of anticipated foreign currency revenues and expenses. The Group's exposure to foreign currency risk relates principally to variations in the value of the U.S. dollar and British pound. The Group's objective is to reduce earnings and cash flow volatility associated with foreign exchange rate changes to allow management to focus its attention on its core business issues and challenges. As of September 30, 2009, 2008 and 2007, the Group has € 139.5 million, € 132.7 million and € 154.6 million, respectively, of foreign currency hedge contracts outstanding. Nonetheless, the Group cannot be certain that its hedging techniques will be fully effective to insulate the Group from currency risks. The following table details the changes in the fair value of foreign currency derivatives for Fiscal Years 2009, 2008 and 2007:

The Year Ended September 30, (€ in millions) 2009 2008 2007Effective portion of the fair value of forward currency contracts, beginning of the period 5.2 0.6 (1.7)

Gains / (Losses) arising during the year

(1.7) 4.7 2.5 Less: Reclassification to Revenue or Costs and expenses when the hedged transactions occurred (4.6) (0.1) (0.2)Net changes recognized in Other Comprehensive Income (6.3) 4.6 2.3

Effective portion of the fair value of forward currency contracts, end of the period, of which: (1.1) 5.2 0.6 current (1.5) 4.6 0.1 non current 0.4 0.6 0.5

Plus: Ineffective portion

(0.3) (1.3) (0.9)Plus: Portion related to hedged transactions already accounted for in the balance sheet 0.6 1.2 -

Fair value of forward currency contracts, end of the period (0.8) 5.1 (0.3)

The ineffective portion of foreign currency derivatives was recognized in Financial charges and amounted to a gain of € 1.1 million for Fiscal Year 2009 and a loss of € 0.5 million and € 0.8 million for Fiscal Years 2008 and 2007, respectively.



The following table presents the impact on Net loss attributable to equity holders of the parent and Shareholders' equity of a hypothetical 10% relative strengthening or weakening in foreign exchange rates to the euro on September 30, 2009: Foreign exchange rate hedging instruments

(€ in millions) +10%Recorded

value -10%Fiscal Year 2009

Net loss attributable to equity holders of the parent (54.9) (55.5) (56.1)Shareholders' equity 191.8 186.6 181.4

21. PROVISIONS, COMMITMENTS AND CONTINGENCIES

21.1. PROVISIONS Provisions as of September 30, 2009, 2008 and 2007 are presented below: (€ in millions) AmountAs of September 30, 2007 19.3 Increase 4.8 Reversal (5.8) of which reversal without costs (4.2)As of September 30, 2008 18.3 Increase 4.6 Reversal (5.4) of which reversal without costs (2.7)As of September 30, 2009 17.5

Provisions include amounts for various charges, claims and litigations against the Group. There are various legal proceedings and claims against the Group principally relating to activities incident to the conduct of its business. Management has established provisions for such matters based on its best estimate and does not expect the Group to suffer any material additional liability by reason of such actions, nor does it expect that such actions will have a material effect on its liquidity or operating results.



21.2. COMMITMENT AND CONTINGENCIES

21.2.1. Contingent liabilities The table below sets out the Group's off-balance sheet obligations as of September 30, 2009, 2008 and 2007: Commitments terms expiring


30, 2009 Less than

1 year 1-5 yearsMore than

5 yearsSeptember 30,

2008 September 30,

2007TWDC contingent obligations 182.9 - - 182.9 182.9 207.5 Other (1) 51.6 18.0 31.6 2.0 39.1 40.7 Total off-balance sheet obligations

234.5

18.0

31.6

184.9 222.0 248.2

(1) Including several guarantees and the maximum potential risk under purchase obligations with the Group's sponsorship participants.

As part of the terms of the 1994 financial restructuring, the Company was required to pay a one-time development fee of € 182.9 million to TWDC. In order to obtain the approval for the financing of the Walt Disney Studios® Park from the lenders, TWDC agreed to amend the terms and conditions of the development fee payments so that it will not be due until future events occur, including the repayment of the existing bank debt of the Group and the achievement by the Group of a level of operating margin before depreciation and amortization higher than € 472.6 million. The Group has provided certain performance guarantees to contractual partners, which, depending on future events, may require the Group to pay an amount ranging from € 0.0 to € 13.8 million. These amounts are included in the Other figure presented above. Other also includes several long-term service contracts amounting to € 37.8 million.

21.2.2. Other commitments

21.2.2.1. Disneyland® Park and Hotel Leases

The Group leases the Disneyland® Park, the Phase IB Facilities and the Newport Bay Club Convention Center, directly or indirectly, from eight special-purpose financing companies. For a complete description of the significant terms of each lease, see note 1.2 "Disneyland® Paris Financing". As the Group consolidates the Financing Companies from which it leases the above assets, the historical cost and depreciation of these assets and related collateralized indebtedness (see note 11 "Borrowings") are included in the Group's consolidated financial statements.



21.2.2.2. Other Leases

The Group has other operating leases, primarily for office and computer equipment and vehicles, for which total rental expense was € 32.1 million, € 32.8 million and € 35.3 million for the years ended September 30, 2009, 2008 and 2007, respectively. Future minimum rental commitments under these non-cancellable operating leases as of September 30, 2009 are as follows: (€ in millions) Amount2010 10.82011 9.42012 8.72013 4.32014 3.2Thereafter 4.0Total 40.4

22. EMPLOYEES The weighted-average number of employees employed by the Group for Fiscal Years 2009, 2008 and 2007 is presented below: Fiscal Year 2009 2008 2007Salaried 1,855 1,757 1,722 Hourly 11,553 11,844 11,134 Total 13,408 13,601 12,856

Total employee costs for Fiscal Years 2009, 2008 and 2007 were € 509.5 million, € 506.7 million and € 473.7 million, respectively. 23. SUPERVISORY BOARD COMPENSATION During Fiscal Years 2009, 2008 and 2007, fees paid to members of the Company's Supervisory Board for attending Board meetings were € 187,363, € 286,421 and € 176,174, respectively. TWDC employees are not paid for serving on the Company's Supervisory Board. Members of the Company's Supervisory Board do not benefit from undertakings related to other compensation, indemnity or advantages as a result of their appointment or a termination of their mandate. No stock options of the Company have been granted to the members of the Supervisory Board.

ANNUAL FINANCIAL REPORT Statutory Auditors' Report on the Consolidated Financial Statements


B.4. STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

"This is a free translation into English of the statutory auditors' report issued in French and is provided solely for the convenience of English speaking users. The statutory auditors' report includes information specifically required by French law in such reports, whether modified or not. This information is presented below the opinion on the consolidated financial statements and includes an explanatory paragraph discussing the auditors' assessments of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the consolidated financial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside of the consolidated financial statements."

This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France." PricewaterhouseCoopers Audit Caderas Martin 63, Rue de Villiers 76, rue de Monceau 92200 Neuilly-sur-Seine 75008 Paris

STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS Translated from French For the Year ended September 30, 2009

To the Shareholders EURO DISNEY S.C.A. Immeubles Administratifs Route Nationale 34 77700 Chessy France

In compliance with the assignment entrusted to us by your Annual General Meeting, we hereby report to you, for the year ended September 30, 2009, on:

the audit of the accompanying consolidated financial statements of Euro Disney S.C.A. ("the Group");

the justification of our assessments;

the specific verification required by law.

These consolidated financial statements have been approved by Euro Disney S.A.S., Gérant of Euro Disney S.C.A. Our role is to express an opinion on these consolidated financial statements based on our audit.

ANNUAL FINANCIAL REPORT Statutory Auditors' Report on the Consolidated Financial Statements


I - Opinion on the consolidated financial statements

We conducted our audit in accordance with professional standards applicable in France. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit involves performing procedures, on a test basis or by selection, to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at September 30, 2009 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.

II - Justification of our assessments

Accounting estimates used for the preparation of the consolidated financial statements for the year ended September 30, 2009 have been made in a context where the current economic and financial environment makes assessing the business outlook more difficult, as described in Note 3.1.2 to the consolidated financial statements. In this context and in accordance with the requirements of article L.823-9 of the French Commercial Code (Code de commerce) relating to the justification of our assessments, we bring to your attention the following matters:

Fixed assets are accounted for as exposed in Note 3.1.5 to financial statements. We have verified that the accounting policies are appropriate and reviewed the approach applied by the Gérance to assess the valuation of these assets.

These assessments were made in the context of our audit of the consolidated financial statements taken as a whole, and therefore contributed to the opinion we formed which is expressed in the first part of this report. III - Specific verification

As required by law we have also verified the information given in the Group's management report. We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements. Neuilly-sur-Seine and Paris, November 20, 2009

The Statutory Auditors

PricewaterhouseCoopers Audit Caderas Martin

Eric Bulle Pierre-Olivier Cointe

ANNUAL FINANCIAL REPORT Company Financial Statements


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B.5. COMPANY FINANCIAL STATEMENTS PREPARED UNDER FRENCH ACCOUNTING PRINCIPLES BALANCE SHEETS ......................................................................................................................................................125 STATEMENTS OF INCOME.......................................................................................................................................126 NOTES TO THE FINANCIAL STATEMENTS.........................................................................................................127 1. DESCRIPTION OF THE BUSINESS...................................................................................................................127 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES .............................................................................127 3. INVESTMENTS IN SUBSIDIARIES...................................................................................................................128 4. OTHER FINANCIAL ASSETS ............................................................................................................................128 5. ACCOUNTS RECEIVABLE FROM AFFILIATED COMPANIES ....................................................................128 6. OTHER ACCOUNTS RECEIVABLE ..................................................................................................................129 7. PREPAID EXPENSES ..........................................................................................................................................129 8. SHAREHOLDERS' EQUITY................................................................................................................................129 9. DEBT AND ACCOUNTS PAYABLE..................................................................................................................130 10. OTHER REVENUES ............................................................................................................................................131 11. OTHER EXTERNAL COSTS AND EXPENSES.................................................................................................131 12. EXCEPTIONAL INCOME ...................................................................................................................................131 13. INCOME TAX.......................................................................................................................................................131 14. STOCK OPTIONS.................................................................................................................................................132 15. EMPLOYEES........................................................................................................................................................134 16. SUPERVISORY BOARD COMPENSATION .....................................................................................................134 17. FEES PAYABLE TO STATUTORY AUDITORS...............................................................................................134



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BALANCE SHEETS

September 30, (€ in millions) Note 2009 2008 Assets

Intangible assets 0.3 0.3 Financial assets Investments in subsidiaries 3 603.7 603.7 Other financial assets 4 1.2 0.9

605.2 604.9

Other assets Accounts receivable Affiliated companies 5 17.9 24.5 Other 6 0.1 1.2

Prepaid expenses 7 - 1.3 18.0 27.0

Total assets 623.2 631.9

Shareholders' equity Share capital 39.0 39.0 Share premium 1,442.5 1,442.5 Legal reserve 16.9 16.9 Retained deficit, beginning of year (873.9) (872.2)

Current year net loss (2.7) (1.7) 8 621.9 624.5

Debt and accounts payable Accounts payable and accrued liabilities 0.5 4.5

Payroll and tax liabilities 0.8 2.9 9 1.3 7.4

Total shareholders' equity and liabilities 623.2 631.9

The accompanying notes are an integral part of these financial statements.



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STATEMENTS OF INCOME

The Year Ended September 30, (€ in millions) Note 2009 2008

Revenues Sales and services 0.8 0.9 Other revenues 10 - 5.6 0.8 6.5 Costs and expenses Services and other (0.6) (7.3) Taxes - - Wages (0.9) (1.1) Employee benefits (0.2) (0.4) Other 11 (0.2) (0.3)

(2.0) (9.1) Loss before financial charges (1.2) (2.6)

Net financial income Financial income 0.5 1.2 Financial expense - (0.3) 0.5 0.9 Loss before exceptional and income taxes (0.7) (1.7)

Exceptional income 12 (2.0) -

Income tax benefit / (expense) 13 - -

Net loss (2.7) (1.7)

The accompanying notes are an integral part of these financial statements.

ANNUAL FINANCIAL REPORT Notes to the Financial Statements


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NOTES TO THE FINANCIAL STATEMENTS 1. DESCRIPTION OF THE BUSINESS Euro Disney S.C.A. (the "Company"), its owned and controlled subsidiaries (the "Legally Controlled Group") and consolidated financing companies (collectively, the "Group") commenced operations with the official opening of Disneyland® Paris ("the Resort") on April 12, 1992. The Group operates the Resort, which includes two theme parks (collectively, the "Theme Parks"), the Disneyland® Park and the Walt Disney Studios® Park (which opened to the public on March 16, 2002), seven themed hotels (the "Hotels"), two convention centers, the Disney® Village entertainment center and Golf Disneyland®, a 27-hole golf course (the "Golf Course"). In addition, the Group manages the real estate development and expansion of the property and related infrastructure near the Resort. The Company, a publicly held French company and traded on Euronext Paris, is 39.8% owned by EDL Holding Company LLC1, which is an indirect, wholly-owned subsidiary of The Walt Disney Company ("TWDC") and managed by Euro Disney S.A.S. (the "Gérant"), an indirect, wholly-owned subsidiary of TWDC. The General Partner is EDL Participations S.A.S., also an indirect, wholly-owned subsidiary of TWDC. The Company owns 82% of Euro Disney Associés S.C.A. ("EDA"), which is the primary operating company of the Resort. Two indirect wholly-owned subsidiaries of TWDC equally own the remaining 18% of EDA. The Company is consolidated using the full consolidation method into the financial accounts of TWDC, based in Burbank, USA. The Company's fiscal year begins on October 1 of a given year and ends on September 30 of the following year. For the purposes of these financial statements, the fiscal year for any given calendar year (the "Fiscal Year") is the fiscal year that ends in that calendar year (for example, Fiscal Year 2009 is the fiscal year that ends on September 30, 2009). 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.1. BASIS OF PREPARATION The Company's financial statements are prepared in accordance with French accounting principles and regulations in accordance with the Plan Comptable Général.

2.2. INTANGIBLE ASSETS Intangible assets consist of rights related to a Theme Parks attraction and are recorded at acquisition cost. Amortization of these costs is computed on the straight-line method over twenty years.

2.3. INVESTMENTS IN SUBSIDIARIES Investments in subsidiaries, as presented on the balance sheet, are stated at their acquisition cost.

1 EDL Holding Company modified its corporate form from a corporation to a limited liability company on February 23, 2009. Its corporate name is now EDL Holding Company LLC.



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On an annual basis, the Company reviews its investments in subsidiaries for impairment. When the value in use is lower than the carrying value, an impairment provision is recorded for the difference. Value in use for any subsidiary (combined with its own subsidiaries) is calculated using various criteria. These primarily include the net equity position of the subsidiary, a present value analysis of future expected cash flows and the subsidiary's expected profitability.

2.4. RETIREMENT PROVISION As of September 30, 2009, the evaluated amount for retirement indemnity is € 90.6 thousand. 3. INVESTMENTS IN SUBSIDIARIES As of September 30, 2009 and 2008, the Company holds direct ownership in the following entities:

September 30, 2009 September 30, 2008 (€ in millions) Net value % of ownership Net value % of ownershipEDA 603.6 82 603.6 82Euro Disney Commandité S.A.S. 0.1 100 0.1 100 603.7 603.7

For Fiscal Years 2009 and 2008 the Company reviewed the value in use of its investment in EDA and concluded that no impairment provision was required. As of September 30, 2009 and 2008, no financial guarantees or asset-backed collateral were granted by the Company to its subsidiaries. During Fiscal Years 2009 and 2008, no dividends were received from these subsidiaries. Additional information (prepared under French GAAP) related to the subsidiaries of the Company as of and for the year ended September 30, 2009, is as follows:

(€ in millions) Share

capital Shareholders'

equity Revenues Net loss

Outstanding loans and

advances granted by the Company

EDA 611.1 476.2 1,146.8 (100.9) -Euro Disney Commandité S.A.S. 0.1 0.1 - - - 4. OTHER FINANCIAL ASSETS As of September 30, 2009, other financials assets amounted to € 1.2 million and mainly included treasury shares owned as part of the liquidity contract and cash allocated to the liquidity account. (see note 8.2 "Liquidity Contract"). 5. ACCOUNTS RECEIVABLE FROM AFFILIATED COMPANIES As of September 30, 2009 and 2008, accounts receivable from affiliated companies are comprised of cash advances made to EDA for € 17.9 million and € 24.5 million, respectively. These advances are due within one year.



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6. OTHER ACCOUNTS RECEIVABLE As of September 30, 2009 and 2008, other accounts receivable include VAT receivables, due within one year, for € 0.1 million and € 1.2 million, respectively. 7. PREPAID EXPENSES Prepaid expenses mainly correspond to advance payments made to suppliers. 8. SHAREHOLDERS' EQUITY

(€ in millions)

Share capital

Share

premium

Legal

reserve and retained

deficit

Net loss

Other

Shareholders'

equity Balance as of September 30, 2007 39.0 1,442.5 (853.6) (1.7) - 626.2 Allocation of net loss for the year ended September 30, 2007 - - (1.7) 1.7 - - Net loss for the year ended September 30, 2008 - - (1.7) - (1.7) Balance as of September 30, 2008 39.0 1,442.5 (855.3) (1.7) - 624.5 Allocation of net loss for the year ended September 30, 2008 - - (1.7) 1.7 - - Net loss for the year ended September 30, 2009 - - (2.7) - (2.7) Balance as of September 30, 2009 39.0 1,442.5 (857.0) (2.7) - 621.8

As of September 30, 2009 and 2008, the Company's legal reserve was € 16.9 million, which is not available for distribution. For Fiscal Year 2009, the Company's financial statements are established by the Company and given for approval at the annual shareholders' general meeting. As of September 30, 2009 the net loss amounts to € 2.7 million. The shareholders will then decide to allocate this net loss to the retained deficit. For Fiscal Years 2008, 2007 and 2006 no share dividends was distributed.



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8.1. SHARE CAPITAL As of September 30, 2009, and from December 3, 2007, (i.e. the effective date of the reverse stock split), the Company's issued and fully paid share capital was composed of 38,976,490 shares with a nominal value of € 1.00 each and of 46 shares with a nominal value of € 0.01 each. The changes in the Company's share capital for the past three Fiscal Years are set forth in the table below:

Share capital

(€, in thousands) Number of old shares

(in thousands)

Number of new shares at the completion of the

reverse stock split(in thousands)

Share capital as of September 30, 2007 38,976 3,897,649 -Reverse stock split - (3,897,649) 38,976

Share capital as of September 30, 2008 38,976 - 38,976 Share capital as of September 30, 2009 38,976 - 38,976 For a description of the reverse stock split, see note 9.1. "Reverse Stock Split" of the financial statements for Fiscal Year 2008 included in the Group's 2008 Reference Document.

8.2. LIQUIDITY CONTRACT In accordance with the authorizations granted by the shareholders' general meetings of the Company held for the past three Fiscal Years, the Gérant implemented liquidity contracts via share repurchase programs in 2008 and 2009, through independent investment services providers. These contracts are compliant with the governance standards established by the French association of financial markets (Association française des marchés financiers) as approved by the French stock exchange authority (Autorité des marchés financiers). The first liquidity contract signed with Exane BNP Paribas became effective on January 14, 2008 and expired on December 31, 2008. The second liquidity contract signed with Oddo Corporate Finance became effective on April 6, 2009 and will expire on March 31, 2010. The notice of the share repurchase programs and signature of the respective liquidity contract were published on January 11, 2008 and on April 2, 2009, and are available on the Company's website (http://corporate.disneylandparis.com). For additional information on the liquidity contracts, see these documents. As of September 30, 2009, the Company owns 71,212 treasury shares acquired through the second liquidity contract. Their acquisition cost amounts to € 0.4 million. 9. DEBT AND ACCOUNTS PAYABLE

September 30, (€ in millions) 2009 2008 Accounts payable 0.5 4.4 Payroll and employee benefits 0.4 0.5 VAT 0.3 0.5 Other accrued liabilities 0.1 2.0 1.3 7.4

All amounts as of September 30, 2009 and 2008, are payable within one year.



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10. OTHER REVENUES For Fiscal Year 2008, other revenues consisted primarily of amounts invoiced to EDA for costs incurred by the Company on behalf of EDA. Fiscal Year 2008 other revenues also include transfer of costs. 11. OTHER EXTERNAL COSTS AND EXPENSES For Fiscal Year 2009, other external costs and expenses consist primarily of:

- reimbursement from social organizations paid back to EDA for € 0.1 million; - bank commissions for € 0.4 million; - regularization of fees incurred by the Company on behalf of EDA for € 1.8 million.

For Fiscal Year 2008, other external costs and expenses consist primarily of:

- fees for € 3.4 million, in part incurred by the Company on behalf of EDA and in part deferred in Prepaid Expenses;

- reimbursement from social organizations paid back to EDA for € 1.7 million; - bank commissions for € 1.2 million.

12. EXCEPTIONAL INCOME In Fiscal Year 2009, exceptional income includes costs previously deferred as Prepaid Expenses and the result of treasury share transactions. 13. INCOME TAX The Company owes income tax at a rate of 33.33%, which is increased, when applicable, by a 3.3% social contribution according to Article 6 of the law 99-1140, of December 29, 1999. The Company files stand alone tax reports. It has not signed any consolidated tax return agreement. During Fiscal Years 2009 and 2008, no income tax was payable as no taxable income was generated by the Company. As of September 30, 2009, the Company's unused tax loss carry-forwards approximated a total of € 28 million, which are available to be carried forward indefinitely.



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14. STOCK OPTIONS The Company's shareholders have approved the implementation of three different stock option plans since 1994, authorizing the issuance of stock options to employees or mandataires sociaux (corporate officers) of the Group for the acquisition of the Company's outstanding common stock (the "Beneficiary" or "Beneficiaries"). The first stock option plan terminated during the Fiscal Year: there are no more outstanding options for this plan as of September 30, 2009. For all stock option plans, stock options were granted at a market exercise price calculated in accordance with governing laws. Under the last two stock option plans, stock options are granted at a market exercise price calculated as the average closing market price over the last 20 trading days preceding a stock option grant. The options are valid for a maximum of 8 years from their issuance date (except for the 1994 stock option plan under which the options are valid for 10 years from their issuance date) and become exercisable over a minimum of 4 years in equal installments beginning one year from the date of grant under the last stock option plan (under the 1994 and 1999 stock option plans, the options become exercisable over a minimum of 5 years in equal installments beginning one year from the date of grant). When a Beneficiary leaves the Company, any granted and vested option must be exercised in a period of 3 to 18 months after the effective date of departure, depending on the nature of this departure. In the case of a dismissal for serious offense (as defined in French labor law) or revocation, options are cancelled at the effective date of the dismissal or revocation. The Company implemented a reverse stock split on December 3, 2007. As a consequence, the number of stock options and the exercise price were adjusted for all existing stock options. If Beneficiaries owned a number of stock options that was not a multiple of 100, the number of their stock options was rounded up to the nearest whole share option. The following table provides more information about the stock options granted and outstanding as of September 30, 2009.



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1994 Plan(1) 1999 Plan(2) 2004 Plan(3)

Date of shareholder approval 6/8/1994 11/2/1999 12/17/2004 Attribution date 5/10/1999 TOTAL 2/29/2000 2/26/2001 1/31/2002 TOTAL 9/6/2005 3/8/2006 3/14/2007 TOTAL TOTAL

Total number of stock options granted(4) including: 2,115,000 2,115,000 10,496,000 9,395,000 9,823,000 29,714,000 52,566,301 7,790,984 10,150,016 70,507,301 102,336,301

- the statutory management - - - - - - - - - - -

- the employees receiving the ten largest option grants 1,185,000 1,185,000 1,700,000 1,825,000 1,320,000 4,845,000 21,957,939 1,281,039 4,087,677 27,326,655 33,356,655

Options exercisable from 5/10/1999 - 2/29/2000 2/26/2001 1/31/2002 - 9/6/2005 3/8/2006 3/14/2007 - -

Expiration date 5/10/2009 - 2/28/2008 2/26/2009 1/31/2010 - 9/6/2013 3/8/2014 3/14/2015 - -

Option exercise price before reverse stock split (€)(5) 0.50 - 0.35 0.33 0.47 - 0.13 0.11 0.09 - -

Option exercise price after reverse stock split (€) 50.00 - 35.00 33.00 47.00 - 13.00 11.00 9.00 - -

Number of options exercised as of Sept. 30, 2009 - - 113,800 43,000 - 156,800 - - - - 156,800

Stock options cancelled in Fiscal Year 2009 8,447 8,447 - 77,118 4,758 81,876 15,138 - 4,406 19,544 109,867

Remaining outstanding stock options(6) - - - - 88,781 88,781 328,629 51,791 94,162 474,582 563,363

Remaining outstanding and exercisable stock options(6) - - - - 88,781 88,781 328,629 38,843 47,081 414,553 503,334

(1) The period of validity for options granted under this plan is 10 years from their issuance date. The shareholders of the Company approved the setting of a stock option plan for a maximum of 2.5% of the Company's share capital.

(2) The period of validity for options granted under this plan is 8 years from their issuance date. The shareholders of the Company approved the setting of a stock option plan for a maximum of 2.5% of the Company's share capital.

(3) The period of validity for options granted under this plan is 8 years from their issuance date. The shareholders of the Company approved the setting of a stock option plan for a maximum of 5% of the Company's share capital.

(4) Each stock option provides the right to purchase one share of the Company's stock at the exercise price. These numbers correspond to originally granted stock options and do not take into account Fiscal Year 2008 adjustments following the share consolidation and the 1999 and 2005 adjustments following the share capital increases.

(5) Option exercise price adjusted following the 1999 and 2005 share capital increases. (6) These numbers take into account adjustments in the number of stock options following the Fiscal Year 2008 share consolidation and the 1999 and 2005 adjustments following the share capital increases.



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14.1. CHANGES IN STOCK OPTIONS

A summary of the Company's stock option activity for Fiscal Years 2009, 2008 and 2007 is presented below:

Number of

options

Weighted-average

exercise price (in thousands) (in €)Stock options outstanding as of September 30, 2007 97,728 0.22 Options granted - -Options exercised - -Options cancelled (13,450) 0.26 Stock options outstanding as of December 3, 2007 before share consolidation 84,278 0.21 Stock options outstanding as of December 3, 2007 after share consolidation 843 21.11 Options granted - -Options exercised - -Options cancelled (170) 26.56 Stock options outstanding as of September 30, 2008 673 19.74 Options granted - -Options exercised - -Options cancelled (110) 31.20 Stock options outstanding as of September 30, 2009 563 17.51 15. EMPLOYEES The weighted average number of employees employed by the Company for Fiscal Years 2009 and 2008 amounted to 13 persons and 14 persons, respectively. All of them held salaried positions. Total employee costs for Fiscal Years 2009 and 2008 are € 1.1 million and € 1.5 million, respectively. All employees participate in state funded pension plans in accordance with French laws and regulations. Certain employees also participate in supplemental defined contribution plans. Contributions to these plans are made by the employees and the Company. The Company's portion of these contributions is expensed as incurred. The Company has no future commitment with respect to these benefits. 16. SUPERVISORY BOARD COMPENSATION During Fiscal Years 2009 and 2008, fees paid to members of the Company's Supervisory Board for attending Board meetings were € 187,363 and € 286,421, respectively. TWDC employees are not paid for serving on the Company's Supervisory Board. Members of the Company's Supervisory Board do not benefit from undertakings related to other compensation, indemnity or advantages as a result of their appointment or a termination of their mandate. No stock options of the Company have been granted to the members of the Supervisory Board. 17. FEES PAYABLE TO STATUTORY AUDITORS Fees expensed in respect of the audit of the statutory accounts for Fiscal Year 2009 amounted to € 186.7 thousand.

ANNUAL FINANCIAL REPORT Statutory Auditors' Report on the Financial Statements


B.6. STATUTORY AUDITORS' REPORT ON THE FINANCIAL STATEMENTS

This is a free translation into English of the statutory auditors' report issued in French and is provided solely for the convenience of English speaking users. The statutory auditors' report includes information specifically required by French law in such reports, whether modified or not. This information is presented below the opinion on the consolidated financial statements and includes an explanatory paragraph discussing the auditors' assessments of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the consolidated financial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside of the consolidated financial statements.

This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

PricewaterhouseCoopers Audit Caderas Martin 63, Rue de Villiers 76, rue de Monceau 92200 Neuilly-sur-Seine 75008 Paris

STATUTORY AUDITORS' REPORT ON THE FINANCIAL STATEMENTS For the Year ended September 30, 2009 To the Shareholders EURO DISNEY S.C.A. Immeubles Administratifs Route Nationale 34 77700 Chessy France In compliance with the assignment entrusted to us by your Shareholders' Annual General Meeting, we hereby report to you, for the year ended September 30, 2009, on:

the audit of the accompanying financial statements of Euro Disney S.C.A. ("the Company");

the justification of our assessments;

the specific verifications and information required by law.

These financial statements have been approved by Euro Disney S.A.S., Gérant of Euro Disney S.C.A. Our role is to express an opinion on these financial statements based on our audit.

I - Opinion on the financial statements

We conducted our audit in accordance with professional standards applicable in France. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures, on a test basis or by selection, to obtain audit evidence about the amounts and disclosures in the financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion, the financial statements give a true and fair view of the financial position and assets and liabilities of Euro Disney S.C.A., as of September 30, 2009, and of the results of its operations for the year then ended in accordance with the accounting rules and principles applicable in France.

ANNUAL FINANCIAL REPORT Statutory Auditors' Report on the Financial Statements


II - Justification of our assessments

Accounting estimates used for the preparation of the financial statements for the year ended September 30, 2009 have been made in a context where the current economic and financial environment makes assessing the business outlook more difficult. In this context, and in accordance with the requirements of article L.823-9 of the French Commercial Code (Code de commerce) relating to the justification of our assessments, we bring to your attention the following matters: A substantial part of the assets of your Company is composed of investments in subsidiaries that are accounted for as described in Note 2.3 to financial statements. We have verified that the accounting policies are appropriate and reviewed the approach applied by the Gérant to assess the valuation of these assets.

These assessments were made in the context of our audit of the financial statements, taken as a whole, and therefore contributed to the formation of the opinion expressed in the first part of this report.

III - Specific verifications and information

We have also performed the specific verifications required by law.

We have no matters to report regarding:

• the fair presentation and the conformity with the financial statements of the information given in the management report of the Gérant, and in the documents addressed to the shareholders, with respect to the financial position and the financial statements of the Company;

• the fair presentation of the information provided in the management report of the Gérant in respect of remuneration granted to certain company officers and any other commitments made in their favor in connection with, or subsequent to, their appointment, termination or change in function.

In accordance with the law, we have verified that the management report contains the appropriate disclosures regarding the identity of shareholders. Neuilly-sur-Seine and Paris, November 20, 2009




ANNUAL FINANCIAL REPORT Statutory Auditors' Special Report on Related-Party Agreements and Commitments


B.7. STATUTORY AUDITORS' SPECIAL REPORT ON RELATED-PARTY AGREEMENTS AND COMMITMENTS

This is a free translation into English of the statutory auditors' report issued in the French language and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. PricewaterhouseCoopers Audit Caderas Martin 63, Rue de Villiers 76, rue de Monceau 92200 Neuilly-sur-Seine 75008 Paris STATUTORY AUDITORS' SPECIAL REPORT ON RELATED-PARTY AGREEMENTS AND COMMITMENTS Year ended September 30, 2009 To the Shareholders EURO DISNEY S.C.A. Immeubles Administratifs Route Nationale 34 77700 Chessy Ladies and Gentlemen, As Statutory Auditors of your Company, we hereby present our report on related-party agreements and commitments. Our responsibility does not include identifying other undisclosed agreements and commitments. We are required to report to you, on the basis of the information provided, about the main features and terms of agreements that have been disclosed to us, without commenting on their relevance or substance. Under the provisions of Article R.226-2 of the Code of Commerce, it is your responsibility to determine whether the agreements and commitments are appropriate and should be approved. ABSENCE OF AGREEMENTS AND COMMITMENTS Please note that we have received no notice of any agreement or commitment drawn up in the course of the period that is subject to the dispositions of article L.226-10 of the Code of Commerce. RELATED-PARTY AGREEMENTS AND COMMITMENTS AUTHORISED IN PRIOR YEARS, WHICH REMAINED IN FORCE DURING THE 2009 FISCAL YEAR Under the provisions of the Code of commerce, we have been informed of the following agreements and commitments authorised in prior years, which remained in force during the last period.

ANNUAL FINANCIAL REPORT Statutory Auditors' Special Report on Related-Party Agreements and Commitments


1. Agreements between your company and Euro Disney S.C.A., a subsidiary held at 82% by your company

With respect to the legal and financial restructuring of the Euro Disney group and in accordance with the terms of the contribution agreement (the "Contribution Agreement") pursuant to which your Company contributed substantially all its assets and liabilities to Euro Disney Associés S.C.A. ("EDA") in exchange for a 82% interest in the capital of EDA, the following agreements remained in place during the period:

1. Contract of sub-licence between your company and Euro Disney S.C.A., ("EDA") allowing the latter to continue to use the name "Euro Disney" free of charge and to execute certain contracts not transferred to your company under the Contribution.

2. Cash flow agreement between your company and EDA by which your company puts at the

disposition of EDA funds that it had kept from the capital increase realised in 2005. The funds made available amount to € 17.9 million at 30 September 2009. An income amounting to € 0.5 million was booked during the 2009 period as interest for this advance.

3. Agreement for administrative assistance by which your company provides certain services to

EDA in exchange for a fixed remuneration revisable annually. For the fiscal year 2009, this amount is € 0.74 million and corresponds to an income booked in the accounts of your company. The payments received for the period represent € 0.89 million including taxes.

2. Agreement between your company and Euro Disney S.A.S., the Gerant of your Company, held at 99%

by The Walt Disney Company In compliance with article IV of the company bylaws, the administrator receives from your company an annual income equal to € 25,000 payable in one payment at the end of each fiscal year. For the 2009 fiscal year a charge of € 25,000 was booked. It has not been paid by your company. We performed the diligence that we considered necessary with regard to the professional ethics of the "Compagnie Nationale des Commissaires aux Comptes" (the national company of statutory auditors) related to this assignment. This diligence consisted of checking the concordance of information given to us with the documents on which it is based. Neuilly-sur-Seine and Paris, 20 November, 2009




ANNUAL FINANCIAL REPORT Supervisory Board General Report on Euro Disney S.C.A., its Subsidiaries and Consolidated Entities


B.8. SUPERVISORY BOARD GENERAL REPORT ON EURO DISNEY S.C.A., ITS SUBSIDIARIES AND CONSOLIDATED ENTITIES

Ladies and Gentlemen, We are pleased to present to you our general report on the management of Euro Disney S.C.A. (the "Company"), its subsidiaries and consolidated entities (collectively, the "Group") for the fiscal year ended September 30, 2009 ("Fiscal Year 2009"). You will find a detailed presentation of Fiscal Year 2009 in the Gérant's report on the consolidated and annual financial statements. We do not have any particular comments on this report, which we have reviewed and which has been submitted to you. The results of the Group for Fiscal Year 2009 show a net loss of € 63.0 million compared to a net profit of € 1.7 million for the prior-year period. Net loss attributable to equity holders of the parent amounted to € 55.5 million and net loss attributable to minority interests amounted to € 7.5 million. This net loss was driven by lower revenues, partially offset by lower costs and expenses. Total revenues of the Group for Fiscal Year 2009 decreased by 7% to € 1,231 million, mainly reflecting lower spending per guest. Theme park attendance for Fiscal Year 2009 slightly increased to reach 15.4 million, thus 0.1 million guests more than for the previous fiscal year, and average spending per guest decreased 5% to € 44.22, whilst hotel occupancy decreased by 3.6 percentage points to 87.3% and average spending per room decreased by 5% to € 201.24. The reduction in average spending per guest was driven by more promotional offers which reduced average admission prices and a higher proportion of our guests visiting from markets close to Paris, whilst the decrease in average spending per room was driven by more promotional offers and lower spending on merchandise.

Operating margin decreased € 64.1 million to € 26.4 million. Direct operating costs for Fiscal Year 2009 decreased € 25.1 million compared to the prior-year period, due to reduced costs associated with lower real estate development and hotels activity. This decrease was also driven by the Management's efforts to better manage the Group's labor costs despite the labor rate inflation and lower spending on non-vital rehabilitations. Cash and cash equivalents decreased € 34.0 million to € 340.3 million compared to the prior-year period. We remind you that the Group also has to meet financial covenant requirements and reach certain minimum performance objectives, pursuant to the debt agreements resulting from the financial and legal restructuring of 2005.

For Fiscal Year 2009, because of lower revenues, the Group did not meet some of its minimum performance objectives and therefore deferred the payment of € 50.0 million of royalties and management fees due to The Walt Disney Company ("TWDC") and the payment of € 15.1 million of interest due to the Caisse des dépôts et consignations ("CDC") and converted these amounts into subordinated long term debt, in accordance with its debt agreements. We remind you that regardless of the payment deferral of such amounts resulting from their conversion into subordinated long term debt, they continue to be taken into account in the Group's net loss for Fiscal Year 2009.

The Group also expects to defer the payment of an additional amount of € 5.1 million due to CDC during the first quarter of fiscal year 2010.

ANNUAL FINANCIAL REPORT Supervisory Board General Report on Euro Disney S.C.A., its Subsidiaries and Consolidated Entities


Concerning the financial covenant requirements, as explained by the Gérant in its report and subject to final third-party review, the Group believes that it has complied with these covenants for Fiscal Year 2009.

For fiscal year 2010, if compliance with these financial covenant requirements could not be achieved through increased revenues, the Group would consider appropriately reducing costs, curtailing a portion of planned capital expenditures or more, seeking the assistance of TWDC or other parties, as permitted under its debt agreements.

Concerning the liquidity, although no assurance can be given, the Group indicated that it has adequate cash and liquidity for the foreseeable future based on existing cash positions, liquidity from the € 100.0 million line of credit available from TWDC, and use of the conditional deferrals. Although the Group reached record attendance in the theme parks and maintained a high hotel occupancy rate in Fiscal Year 2009, its decreased revenues had an unfavourable impact on its operating results and were not sufficient to cover its debt service obligations. The Supervisory Board emphasizes the fact that these results stem from an exceptional economic context. The Group, as leader on the European tourist destination market, was no exception amongst the travel and tourism industry participants in 2009 which all encountered strong operating difficulties. The Group had to operate in an economic environment deteriorated by a financial crisis and whose impact was difficult to foresee throughout the year. The important effect of the economic environment degradation was to contain the growth of the Group's key markets, such as Spain or the United Kingdom, and to change consumer behaviours. Consumers now travel closer to home, book closer to travel dates and above all seek out promotional offers. The Supervisory Board points out that the Group adapted to these changes by launching new marketing and sales targeted offers while pursuing an objective of tight cost management. Nonetheless, these measures did not enable the Group to counterbalance the decline of its revenue. The Supervisory Board remains confident in the fact that the long term growth strategy carried on by the Gérant, the upcoming new attractions in the Walt Disney Studios park and the strength of the Disney Brand, together with focused marketing and sales initiatives, should eventually have a positive effect on attendance and per guest spending, even though much will depend on the health of the European travel and tourism market and more generally on a recovery of the global economic activity. The Group shall also continue to manage its cost base and focus its efforts on improving profitability. You are requested to approve during this shareholders' meeting the renewal for a three (3) year term of the terms of office of Messrs Philippe Geslin and Gérard Bouché, which expire at the close of this shareholders' meeting. In light of the foregoing, we recommend that you approve the resolutions presented to your shareholders' meeting in connection with the approval of the annual and consolidated financial statements of the Company for Fiscal Year 2009, including the transactions recorded therein and the management of the Company by the Gérant that they reflect, and the proposed allocation of the results as well as the above-mentioned resolutions. Chessy, November 20, 2009. ____________________________ For the Supervisory Board Antoine Jeancourt-Galignani Chairman of the Supervisory Board

ANNUAL FINANCIAL REPORT Euro Disney S.C.A. Supervisory Board Special Report on Related-Party Agreements


B.9. EURO DISNEY S.C.A. SUPERVISORY BOARD SPECIAL REPORT ON RELATED-PARTY AGREEMENTS

Ladies and Gentlemen, Your Supervisory Board, pursuant to Part II of the French Commercial Code (“Code de commerce”) and Article 6.3 (b) of the Bylaws of your Company, is required to present to the Annual General Meeting a special report on related-party transactions governed by Article L. 226-10 of said Code. After examining all the documents submitted to your Supervisory Board by the Gérant, your Supervisory Board reports that, other than the agreements entered into by the Company and which were approved by you in previous years and remained in full force and effect during the fiscal year ended September 30, 2009, there were no other transactions governed by Article L. 226-10 of the French Commercial Code (“Code de commerce”) entered into during this fiscal year. Chessy, November 20, 2009. For the Supervisory Board Antoine Jeancourt-Galignani Chairman of the Supervisory Board


C. ADDITIONAL INFORMATION

ADDITIONAL INFORMATION The Company and its Corporate Governance


C.1. THE COMPANY AND ITS CORPORATE GOVERNANCE C.1.1. The Company The Company was originally structured in 1985 in the form of a French corporation. In 1989, the Company decided to modify its corporate form from a corporation to a limited partnership. That same year, the Company listed its common stock in France, the United Kingdom and Belgium. At the annual shareholders' general meeting held in 1991, the Company's present corporate name, Euro Disney S.C.A., was adopted. As of September 30, 2009, EDL Holding Company LLC1 (an indirect wholly-owned subsidiary of TWDC) is the owner of approximately 39.8% of the share capital of the Company (see section C.2.4. "Shareholding Composition" for more details). The Company's Gérant is Euro Disney S.A.S. Corporate Name and Registered Office Corporate name: Euro Disney S.C.A. Registered office: Immeubles Administratifs, Route Nationale 34, 77700 Chessy, France. Post Box: BP 100, 77777 Marne-la-Vallée Cedex 04, France. Phone number: 01.64.74.40.00 Applicable Law The Company is a limited partnership governed by French law, in particular by the Book II of the French Commercial Code. Date of Formation and Term The Company was structured and incorporated on December 17, 1985 to last for 99 years from the date of its registration with the Commercial and Companies Registry, i.e. until December 16, 2084, excluding the impact of any early termination or extension. Commercial and Companies Registry The Company is registered with the Commercial and Companies Registry of Meaux under number 334 173 887. Its Siret number is 334 173 887 00053 (registered office) and its APE code is 9321Z.




Corporate Purpose According to Article 1.2 of its bylaws, the corporate purpose of the Company is: "(i) to engage, directly or indirectly, in design, development, construction, leasing, purchasing, sale, promotion, licensing, management and operation of:

(a) one or more amusement parks and leisure and entertainment facilities, including the Disneyland® and the Walt Disney Studios® Theme Parks, located in Marne-La-Vallée, and all future extensions thereof; and also including, more generally, all other theme parks, restaurants, merchandise retailing facilities, leisure centers, nature parks, campgrounds, sports facilities, resorts and entertainment complexes located in Marne-La-Vallée or any other place;

(b) all other real estate operations, including, without limitation, undeveloped land, hotels, offices,

housing, factories, schools, shopping centers, conference centers, parking lots located in Marne-La-Vallée or in any other place, including, without limitation, the buildings, plants and structures of the Euro Disneyland Project (the "EDL Project"), as defined in the agreement on the creation and the operation of Euro Disneyland in France (the "Master Agreement"), dated as of March 24, 1987, as amended; as well as all roads, plants, and other utilities, infrastructures and services relating thereto;

(ii) to invest, directly or indirectly, by establishing new companies, forming share partnerships or partnerships, subscribing to or purchasing shares, rights to shares or other securities, making contributions in kind, effecting mergers, or any other transaction relating to commercial, industrial or real estate activities which may be connected with or may permit the purposes cited in (i) above; and generally (iii) to engage in any commercial, financial, industrial, real estate and other operations directly or indirectly related to any of the purposes referred to in (i) and (ii) above". Fiscal Year The Fiscal Year runs from October 1 of each year to September 30 of the following year. Allocation of Profits Pursuant to the Bylaws Pursuant to Article 9.3 of the Company's bylaws, a withdrawal of at least 5% is made from the profits of the Fiscal Year reduced by prior losses, if any, which shall be allocated to form reserves required by law pursuant to Article L. 232-10 of the French Commercial Code. This withdrawal shall cease to be required when such reserves have reached one-tenth of the share capital; it shall continue to be made whenever, for whatever reason, the required reserves are less than one-tenth of the share capital. The distributable profit consists of the profit for the Fiscal Year, reduced by the prior losses together with the amounts that are to be allocated to the reserves required by law or the bylaws and increased by the profits carried forward. EDL Participations S.A.S. (the "General Partner") receives each year 0.5% of the Company's profits, if any, for such Fiscal Year. The Gérant may propose at the shareholders' general meeting, prior to the distribution of dividends to shareholders, the allocation of all or part of the profits of a Fiscal Year to other reserve accounts, to the extent and under the conditions determined by law.



Pursuant to Article 9.3 of the Company's bylaws, the payment of dividends is fixed at the time and place decided by the Gérant within nine months of the end of the Company's Fiscal Year, unless such term is extended by court decision. The shareholders' general meeting may grant to each shareholder an option to receive all or part of any dividends in either cash or shares. Pursuant to legal requirements, dividends not claimed within five years are forfeited to the French State, in accordance with Articles L.1126-1-1° and L.1126-2-1° of the French General Code of public entities ownership (Code général de la propriété des personnes publiques). General Meetings Convening Meetings General shareholders' meetings, which may be ordinary general meetings or extraordinary general meetings, may be called by the Gérant or by the Supervisory Board, or by any other persons empowered to do so pursuant to applicable law or the bylaws and are held at least annually. In addition to an agenda, notices of general shareholders' meetings shall specify the date, time and place of the meeting and shall be provided to the shareholders and the Gérant in accordance with the timing and other requirements of applicable law. The general shareholders' meetings shall be held at the registered office of the Company or at any other place located in France, according to the decision made by the author of the notice.

Admission to Meetings Every shareholder, irrespective of the size of his or her shareholding, has the right to participate in meetings, to attend and vote in person or by postal ballot. In order to do so:

• holders of registered shares must be registered in the Company's share account by, at the very latest, three (3) working days at midnight, Paris time, before the date on which the relevant meeting is due to be held; and

• holders of bearer shares must, by the same deadline, confirm their identity and evidence their

shareholding by a certificate delivered via their share account broker. Any shareholder unable to attend the meeting in person may choose one of the three following alternatives:

• designate another shareholder or his spouse as proxy;

• vote by mail; or

• give a proxy to the Company without voting instructions, in each case in accordance with the requirements of applicable law and regulations.

If any proxy submitted by a shareholder does not specify who may vote with such a proxy, the chairman of the general shareholders' meeting shall use this proxy to vote in favor of all resolutions proposed or approved by the Gérant, and against all other proposed resolutions. Any shareholder wishing to vote otherwise by proxy must designate as proxy a person who agrees to vote in accordance with that shareholder's instructions.

Exercise of Voting Rights At each general shareholders' meeting, every shareholder shall have a number of votes equal to the number of shares owned or represented by such shareholder, except as otherwise provided by law. There is no clause providing for double or multiple voting rights in favor of shareholders of the Company.



C.1.2. The Company's Corporate Governance Bodies The four primary participants in the Company's legal and governance structure are:

• the General Partner;

• the limited partners or shareholders;

• the Gérant; and

• the Supervisory Board. To the Company's knowledge, members of the Supervisory Board and the representative of the Gérant and of the General Partner have no family relationship. The General Partner The General Partner of the Company has unlimited liability for all debts and liabilities of the Company. The General Partner is EDL Participations S.A.S. ("EDL Participations"), a French indirect wholly-owned subsidiary of TWDC. This company modified its corporate form from a French corporation to a simplified corporation in August 2004. EDL Participations cannot be removed as General Partner without its consent and cannot dispose of any part of its interest as General Partner without the prior approval of a vote of holders of a simple majority of shares of common stock represented at a general shareholders' meeting. A unanimous vote of the shareholders is required to approve a transfer of EDL Participations' entire interest. Any resolution submitted for the vote of the shareholders at an ordinary or extraordinary meeting may be passed only with the prior approval of the General Partner, except for those relating to the election, resignation or dismissal of the members of the Supervisory Board. The General Partner is entitled to a distribution each year equal to 0.5% of the Company's profits, if any. For Fiscal Year 2009, the General Partner was not entitled to a distribution. As of September 30, 2009, the General Partner held 10 shares of the Company. The General Partner is represented by Mr. Greg Richart, Chairman and CEO. Mr. Greg Richart is Chief Financial Officer of the Group since August 1, 2009 and is a member of the Management Committee (for additional information, see section B.2. "Management of the Group in Fiscal Year 2009"). Moreover, he is a corporate officer in three companies, i.e. Chief Operating Officer of Val d'Europe Promotion S.A.S., Euro Disneyland Participations S.A.S. and Euro Disney Commandité S.A.S. During the last five Fiscal Years, he did not hold any other corporate positions. The sole corporate purpose of the General Partner is to be the general partner of the Company. To the Company's knowledge, the General Partner and its legal representative:

• Have not been convicted of any fraudulent offences in the previous five years;

• Have not been involved in any official public incrimination and/or sanction by statutory or regulatory authorities (including designated professional bodies);

• Have not been prevented by a court from acting as a member of an administrative, management or

supervisory body or participating in the management of a public issuer over the last five years.



To the Company's knowledge, no potential conflicts of interest exist between any duties of the General Partner or its legal representative, and their private interests and/or duties. The business address of the General Partner and its representative is the registered office of the Company (Immeubles Administratifs, Route Nationale 34, 77700 Chessy, France). The Shareholders The shareholders are convened to the general meetings of shareholders, held at least annually, and deliberate in accordance with the legal and regulatory requirements in effect. During each general meeting, each shareholder is entitled to a number of votes equal to the number of shares that he or she holds or represents. In lieu of attending a meeting in person, each shareholder may give a proxy to another shareholder or his or her spouse, vote by mail, or send to the Company a blank proxy, under the conditions provided by law and regulations. Matters requiring a resolution passed by the holders of a simple majority of shares of common stock at an ordinary general meeting include, without limitation:

• election of an individual to the Supervisory Board;

• approval of the consolidated and statutory accounts of the Company, including payment of any dividend proposed by the Gérant; and

• ratification of any agreement (other than agreements entered into in the ordinary course of business

on normal commercial terms) or any amendment thereto entered into directly or through intermediaries:

- between the Company and the Gérant; or - by any member of the Supervisory Board; or

- by any of the Company's shareholder holding more than 10% of the voting rights, or if this

shareholder is a company, the controlling company thereof within the meaning of Article L. 233-3 of the French Commercial Code; as well as

• approval of any agreement into which any one of these above mentioned persons is indirectly

interested or which is entered into between the Company and a company in which the Gérant or a member of the Company's Supervisory Board has ownership interests or holds an executive position.

Shareholders with an interest in any agreement that requires a shareholder resolution are allowed to vote if they are not a member of the Supervisory Board or the legal representative of the Gérant. A resolution passed by holders of a two-thirds majority of the shares of common stock is required to approve any amendment to the bylaws, including any increase or reduction of the share capital of the Company, any merger or demerger or any conversion to another form of corporate organization. The Gérant Under French law, the primary responsibility of the management company is to manage a company at all times in the company's best interests.



The Gérant, a French simplified corporation, was appointed for an indefinite period as sole management company at the extraordinary shareholders' meeting held on February 24, 1989. The Gérant was initially formed as a French corporation and was transformed into a simplified corporation in August 2004. The Gérant is an indirect wholly-owned subsidiary of TWDC. Under the Company's bylaws, the Gérant has the power to pursue any and all action in the name of the Company within the scope of the Company's corporate purpose and to bind the Company in all respects. In the context of the 2005 Restructuring, Euro Disney S.A.S. has also been appointed as management company of EDA, which is the Company's principal subsidiary.

If the Gérant ceases to hold office for any reason, the General Partner, currently an indirect wholly-owned subsidiary of TWDC, has the exclusive right to appoint a successor, in accordance with the Company's bylaws. The Gérant may resign from its duties upon a six-month prior written notice to the Supervisory Board and otherwise the Gérant may be removed by the General Partner in the following circumstances:

• at any time for legal incapacity, whether due to bankruptcy proceedings or otherwise;

• at any time for any other reason with the decision of the General Partner and the vote of a shareholders' extraordinary general meeting; or

• by judicial action as provided by applicable law, upon a final, binding and non-appealable judgment by a court of competent jurisdiction that a legitimate ground exists for such removal.

Chief Executive Officer of the Gérant The Gérant is represented by Mr. Philippe Gas, Chief Executive Officer. Mr. Gas does not receive any specific compensation for his corporate position as CEO of the Gérant. Mr. Gas is employed by Walt Disney International France S.A.S., an indirect wholly owned subsidiary of TWDC. He does not benefit from any complementary defined benefit retirement scheme and is not entitled to any severance payment as a result of the beginning or termination of this corporate position nor to any non competition indemnity. As member of the Management Committee (for further information on this committee, see section B.2. "Management of the Group in Fiscal Year 2009"), Mr. Gas is required to hold a minimum of 250 shares of the Company for the duration of his membership.

The compensation and other benefits of Mr. Gas are detailed in the following tables1. Summary table of compensation, stock option and share allocations to the CEO of the Gérant

Fiscal Year (in €) 2009 2008 (*)

Compensation due for the Fiscal Year 667,858 28,618 Value of options granted during the Fiscal Year

- TWDC stock options 203,302 -Value of the restricted stock units granted during the Fiscal Year

- TWDC restricted stock units 204,689 -Total 1,075,849 28,618

(*) Mr Gas's appointment was effective on September 1st, 2008. Amounts presented for Fiscal Year 2008 only relate to the month of September 2008. Each line of the table above is detailed in the following pages.

1 These tables were drawn up pursuant to the Association française des entreprises privées ("AFEP") / Mouvement des entreprises de France ("MEDEF") corporate governance code, and more particularly according to the recommendations issued on October 6, 2008. Informations required by tables 8 and 9 of these recommendations are presented in note 19 "Stock Options" of the consolidated financial statements. Informations required by table 10 of these recommendations are presented in the text of this page.



Summary table of the compensation of the CEO of the Gérant Fiscal Year 2009 2008 (1) (in €) due paid due paid

Fixed compensation 368,774 368,774 28,077 28,077

Variable compensation (2) - in euros 258,129 253,600 (3) - -

Variable compensation (2) - in USD (for information) 350,000 400,000 (3) - -

Extraordinary compensation - - - -

Director's fee - - - -

Fringe benefits (4) 40,955 40,955 541 541 Total 667,858 663,329 28,618 28,618

(1) Mr Gas's appointment was effective on September 1st, 2008. Amounts presented for Fiscal Year 2008 only relate to the month of September 2008. (2) Variable compensation is composed of a discretionary annual bonus determined in US dollars under TWDC's company policy, and based

on Mr. Gas' individual performance in relation to the objectives of the Group and of the TWDC's Parks & Resorts operating segment. Variable compensation paid during a given fiscal year relates to the previous fiscal year performance as this amount is finalized after the closing of the fiscal year.

(3) Amounts paid in Fiscal Year 2009 represent the variable compensation relating to the previous fiscal year and for Mr. Gas's prior position. These amounts were paid by TWDC.

(4) Fringe benefits relate to relocation expenses and the use of a company car. Stock options granted during Fiscal Year 2009 to the CEO of the Gérant The following table details information on TWDC stock options granted to the CEO of the Gérant during Fiscal Year 2009: TWDC stock options Date of the plan 1995 Number of options 36,000 Option exercise price USD 20.81

Options exercisable from

25% on January 14, 201025% on January 14, 201125% on January 14, 201225% on January 14, 2013

Expiration date January 14, 2016 Value of the options (in €) 203,302 (1)

(1) Based on the USD/EUR exchange rate at the date of attribution. No stock options of the Company have been granted to the CEO of the Gérant during the Fiscal Year. Stock options exercised during Fiscal Year 2009 by the CEO of the Gérant No stock options of the Company or TWDC stock options have been exercised by the CEO of the Gérant during Fiscal Year 2009.



Restricted stock units granted during Fiscal Year 2009 to the CEO of the Gérant The following table details information on TWDC restricted stock units granted to the CEO of the Gérant during Fiscal Year 2009: TWDC shares - time vesting TWDC shares - performance vesting Date of the plan 2005 2005Number of shares 7,371 7,371 Grant date January 14, 2009 January 14, 2009

Date available

25% on January 14, 201025% on January 14, 201125% on January 14, 201225% on January 14, 2013

50% on January 14, 201150% on January 14, 2013

Value of the shares (in €) (1) 115,549 89,140

(1) Based on the USD/EUR exchange rate at the date of attribution No restricted stock units of the Company have been granted to the CEO of the Gérant during Fiscal Year 2009. Restricted stock units that vested during Fiscal Year 2009 for the CEO of the Gérant The following table details information on TWDC restricted stock units that have vested for the CEO of the Gérant during Fiscal Year 2009:

TWDC shares Date of the plan 2005 Number of shares 3,874

The list of Mr. Gas's "mandats sociaux" and positions held in French and/or foreign companies is available in section B.2. "Management of the Group in Fiscal Year 2009". Management Committee In addition, a Management Committee has been put in place. The Management Committee composition, the aggregate compensation paid to its members, the total amount of shares they own and the total number of stock options that have been granted to them by the Company are presented in section B.2. "Management of the Group in Fiscal Year 2009". The Company and its subsidiaries have not recorded any accruals for pensions, retirement or other advantages for the corporate governance bodies other than those related to the amounts disclosed in section B.2 "Management of the Group in Fiscal Year 2009" of this reference document. The Supervisory Board The description and role of the Supervisory Board and its special-purpose committees are presented in the report of the Chairman of the Supervisory Board on the organization and role of the Supervisory Board and on the Company's internal control organization and procedures (see section C.1.3. hereunder).



The Supervisory Board composition, the nominative compensation paid to its members and the amount of shares they own are presented in section B.2. "Management of the Group in Fiscal Year 2009". The Company and its subsidiaries have not recorded any accruals for pensions, retirement or other advantages for members of the Supervisory Board other than those related to the amounts disclosed in section B.2 "Management of the Group in Fiscal Year 2009" of this reference document. C.1.3. Report of the Chairman of the Supervisory Board on the Organization and Role of the

Supervisory Board and on the Company's Internal Control Organization and Procedures Ladies and gentlemen, Pursuant to Article L.226-10-1 of the French Commercial Code, and in my capacity as Chairman of the Euro Disney S.C.A. (the "Company") Supervisory Board (the "Board"), I am pleased to present this report, as approved by the Board on November 4, 2009 for fiscal year 2009 (the "Fiscal Year"). Included in this report are descriptions of the (i) Board's organization and operations, (ii) internal control and risk managements procedures set up by the Company, its owned and controlled subsidiaries and the consolidated special-purpose financing companies (together the "Group"), (iii) corporate governance procedures, and (iv) terms and conditions related to shareholders' attendance at your Company's shareholders' general meeting for the Fiscal Year. 1) Organization of the Board The organization, the role, the obligations as well as the Board's duties are governed by Articles L. 226-4 and seq. of the French Commercial Code and article 6 of the Company's bylaws. Board Organization The members of the Company's Board are elected at the annual shareholders' general meeting. The Company's general partner is not allowed to vote in this election. In the event of a vacancy resulting from the death, legal incapacity or resignation of any member of the Board, the Board, with the prior approval of Euro Disney S.A.S. (the "Gérant")¸ may temporarily fill the vacancy with a new member who shall serve for the remainder of the term of the former member. Any temporary appointment so made by the Board must be ratified at the next shareholders' ordinary general meeting. The Board must comprise a minimum of three members. As set by the bylaws, the Board members are elected for a term of three years and can be re-elected. The Board currently consists of nine members. In conformity with the applicable law and regulations, detailed information on the members of the Board (such as their age, the list of their positions and directorships held, the number of shares held and their compensation) is available in section B.2. of the Group's reference document filed with the Autorité des marchés financiers ("AMF") for the Fiscal Year (the "Reference Document"). The Board determines the rules constituting a member's independence, based on the recommendations in force (as described in the sub-section “Independence of the Board members”). A Nominations Committee assists the Board in searching for and selecting new Board members (see sub-section "Nominations Committee" below).



Board Role and Obligations The role of the Board is to monitor the general affairs and the management of the Company, in the best interest of both the Company and the shareholders, as well as to monitor the transparency and quality of the information communicated to shareholders. For this purpose, the Board is entitled to receive the same information and has the same rights of access to internal information and documents as do the statutory auditors of the Company. The Board must present at the annual shareholders' general meeting a report indicating any irregularities or inaccuracies, if any, in the annual accounts. The Board must approve all agreements between the Gérant and the Company, as well as all related-party contracts within the meaning of Article L. 226-10 of the French Commercial Code and any amendments thereto, and must report on such agreements, contracts and amendments at the next shareholders' general meeting. In addition, the Company's bylaws provide that Board approval is required to enable the Gérant to enter into any material agreements on behalf of the Company with TWDC or any subsidiary thereof, or before deciding on any material amendment to such agreements. The bylaws of the Company also provide that the management and employees of the Gérant, or of any affiliated companies of the Gérant, who are also members of the Board can not vote from voting on such agreements or any amendments thereto. The Board may call a shareholders' ordinary or extraordinary general meeting at any time after providing written notice to the Gérant and complying with all notice formalities prescribed by law. Finally, the Board must prepare a report on any capital increase and any capital reduction proposed by the Gérant to the shareholders and on any proposed capital reduction. Board Meetings The Board may be convened as frequently as necessary for any purpose related to the Company's interests, either by the Chairman of the Board, the Gérant, the Company's general partner or one-half of the Board members. A valid action by the Board requires the vote of a majority of its members present who are entitled to vote, or by the vote of two members if only two members are present, provided that at least half of the members are present (or, the majority of them in the event of an odd number). In the event of a tie, the Chairman of the Board has the deciding vote. The Board met three times during the Fiscal Year with an attendance rate of 85%. At these meetings the Board received various presentations from management on the Group's earnings, strategy and operations. Special-Purpose Committees During its meetings of November 12, 1997 and November 8, 2002 respectively, the Board decided to implement special-purpose committees and has created the financial accounts committee (the "FAC") and the nominations committee, referred to as the "Committees". Each Committee is governed by internal regulations (see sub-section “Internal Regulations of the Special-Purpose Committees” below). Following the implementation of the EU Directive of May 17, 2006 on annual and consolidated accounts, all listed companies must have an audit committee (or FAC) acting under the exclusive and collective supervision of the members of the supervisory board. The FAC's internal regulations were adopted by the Board during its meeting of November 7, 2007 and comply with the new EU requirements. Detailed information on the Committee members is available in section B.2. of the Reference Document.



Financial Accounts Committee The FAC is composed of three Board members. FAC meetings are attended by these committee members, representatives from the Company's financial, legal and internal audit functions, as well as the statutory auditors. The FAC assists the Board in the review of financial and risk management information prior to public disclosure and in particular the following:

• quarterly financial information; • significant accounting principles, methods or issues and related disclosures; • internal control procedures and internal and external audit functions; • financial and liquidity risk management; and • in assisting the Board in preparing its annual reports to the Company's shareholders.

The FAC also ensures that the Company:

• complies with the rules on the independence and objectivity of statutory auditors. It reviews proposals for their appointment or renewal and their fees. The FAC also review their audit plans, conclusions, recommendations and any follow-ups thereon;

• complies with applicable stock exchange regulations. The chairman of the FAC reports to the Board on the FAC activities through a summary of its deliberations at the next meeting of the Board. The FAC met two times in the Fiscal Year, with an attendance rate of 100%. Nominations Committee The nominations committee is comprised of two members chosen within the Board. Its role is to assist the Board in searching and selecting new Board members. The Board did not call for the nominations committee during the Fiscal Year. 2) Company's Internal Control Organization and Relevant Procedures The Company's internal control organization and procedures as well as the results of any findings are presented to the FAC. The Group adheres to the Committee of Sponsoring Organizations of the Treadway Commission ("COSO")'s definition of internal control. The COSO, a U.S. private sector organization formed in 1985, has issued guidance on internal controls, which was first published in France in 1994. The COSO's framework is consistent with the AMF's reference framework.

This framework serves as the reference for the Group's internal control processes (the "Processes") which are led by Management. It aims at providing reasonable assurance that the following objectives are achieved: optimal functioning of operations, reliability of the financial information, compliance with current laws and regulations and safeguarding of the Group's assets.



In achieving the above objectives, the Processes have been designed to reduce and manage the risks inherent to the Group's business to acceptable levels and to prevent errors or fraud, including the areas concerned with the safeguarding of assets and in the financial and accounting functions. However, as with any control system, there are limitations and as such the Group's internal control system cannot provide a 100% guarantee that these risks will be eliminated. The risk factors are presented in the section B.2. of the Reference Document. Risk Assessment and Risk Control Policy The Group has risk identification process in place covering both financial and non-financial risks that may impact the Group. This process is based on a mapping of risks to control. In this process, risks are evaluated according to their potential financial impact on the Group and their likelihood of occurring. This risk assessment forms the basis of the internal audit annual assignment program. Strategic risks are more specifically addressed by the Group's strategic planning department. Environmental and safety risks are evaluated in further detail by the Group's safety department. Risks related to financial statements processing and production are more specifically addressed by the internal audit department and by the team in charge of compliance with the Sarbanes Oxley Act of 2002 ("SOX", see sub-section "French Financial Security Law and SOX compliance" below). The Group has implemented a business continuity plan. A business continuity plan aims to identify risks that could potentially threaten a company or organization and provides a structure for building resilience and the means for an effective response to the identified risks. A business continuity plan assures either continuous business processes during and after a business disruption or enables rapid recommencement of business processes following a disruption. Group Organization and Internal Control Management Group Organization

The Group's activities and Management are located in Marne-la-Vallée, France. The Group's activities are divided into two principal operating segments (Theme Parks and Real Estate development) and its Management reflects this division. The operating segments of the Group are further divided into reporting units, each with a dedicated executive. Furthermore, general administrative divisions, including finance, legal, human resources and information technology in addition to marketing and sales each have their own dedicated executive.

Management defines and guides the Group's strategy. It sets priorities through objectives by operating segment and divisions. The Group devotes significant resources to the monitoring of compliance with the Processes.

Internal Control Management

The departments or functions with primary responsibility for internal control management are the following: the internal audit, the finance support operations department, the business planning and control department; and the corporate controllership department.

• The Group's internal audit undertakes specific financial and non-financial audit assignments to ensure that the Processes are operating effectively and efficiently and, amongst other objectives, in order to detect potential fraud. The Group's FAC reviews and approves the internal audit annual assignment program and is informed of the conclusions and any recommendations issued as part of these audit assignments (see sub-section "Corporate Governance Information" below).



• The finance support operations department is responsible for monitoring the daily compliance with the

Group's operational procedures to control transactions at all points of sale and the safeguarding of cash and inventory at the Resort. In addition, it is in charge of the stock of theme parks tickets, coupons and vouchers used by guests.

• The business planning and control department is responsible for, amongst other things, the establishment of the annual budget and monthly forecasts and coordination of the five-year plan together with the strategic planning department. Objectives are set annually by Management as part of the budgetary process. Business planning and control are responsible for compiling the budget by profit and cost center, monitoring variances between actual figures and budgets on a monthly basis and issuing a revised forecast based upon this analysis. The department also reviews contracts and investment decisions, and prepares analyses to support certain periodic adjustments to the accounts for accruals and other items.

• The corporate controllership department is responsible for centralizing the Group's documentation and

annual evaluation of financial and accounting internal controls. It also serves as the Group's technical support for IFRS1 interpretations and reviews contracts to ascertain their accounting and disclosure implications. This activity also enables the Group to ensure that it complies with the provisions of the Sarbanes-Oxley Act compliance program (see sub-section "French Financial Security Law and SOX compliance" below).

Internal Control Procedures A certain number of procedures have been implemented to achieve the Group's internal control objectives. Code of Business Conduct The Chief Executive Officer of the Gérant, the Chief Financial Officer and the Chief Accounting Officer are subject to the standards of business conduct set up by TWDC. These standards include guidelines on both ethical and legal business conduct. A copy of this document can be found on the TWDC website at http://corporate.disney.go.com/. The Group formalized a Code of Business Conduct (the "Code"), which was made available to all employees on October 1, 2007. This Code draws its inspiration from the Group's fundamental values of integrity, honesty, trust, respect, fair play and teamwork. This Code is intended to serve as a reference for the business practices of each employee of the Group and consists of a list of ethical standards as well as a reminder of the applicable legal standards in France. It lists a certain number of fundamental principles concerning the Group's relations with its guests, with its employees, with its shareholders, with its partners, suppliers or sub-contractors and with the community at large. This Code was prepared under the recommendations of the French Commission Nationale Informatique et Libertés and in conjunction with the usual consultation process of the employees' representatives.

1 The term "IFRS" refers collectively to International Accounting Standards ("IAS"), International Financial Reporting Standards ("IFRS"), Standing Interpretations Committee ("SIC") interpretations and International Financial Reporting Interpretations Committee ("IFRIC") interpretations issued by the International Accounting Standards Board ("IASB").



French Financial Security Law and SOX compliance In compliance with the French Financial Security Law (Loi de Sécurité Financière, the "LSF") and SOX, the Group implemented certain Processes. The Group, as a consolidated subsidiary of TWDC, has to comply with the provisions of SOX compliance program. The Processes are designed to reinforce the quality of the financial statement preparation process. In addition, the Processes are reviewed and tested by the Group each year to ensure that they are operating effectively and as designed. Deloitte assists the Group in documenting and testing these Processes. Internal Control Procedures Concerning Accounting and Financial Information Processing and Production Organization of the Finance Function

The Group prepares its consolidated financial statements under IFRS, as endorsed by the European Union. The Group also prepares its consolidated financial reporting under generally accepted accounting principles in the United States for the purpose of consolidation specific to TWDC. Finally, the statutory accounts of each entity are prepared under French generally accepted accounted principles. The corporate controllership department, within the Group's finance division, in addition to internal audit and finance support functions described above, includes separate departments dedicated to the preparation and review of external financial press releases, internal and external financial reporting, corporate accounting and transactional accounting. This department, with the legal department, ensures that changes in laws and rules applicable to financial reporting are evaluated and implemented as required.

The Group's financial and operational reporting systems allow Management to monitor the activities on a daily, weekly, monthly, quarterly and annual basis in comparison to the budget and prior-year amounts. For certain types of operational information, Management has access to real time data.

Financial Disclosure Control Procedures The Company is required to disclose financial information to its shareholders and, more generally, to the financial markets and the public. Management is responsible for the publication of fair and reliable financial and accounting information. The corporate controllership department implements control procedures to comply with these obligations. All financial communications are drafted by the corporate controllership department of the finance division after reviewing the applicable rules or regulations related to specific document filings or disclosure. Financial communication documents, including press releases, management reports and financial statements are reviewed by a cross-section of Management including the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Internal Legal Counsel and the Investor Relations and the Corporate Communications departments. Compliance of the Processes Impacting the Reliability of Financial Information For a discussion of LSF and SOX compliance, refer to the sub-section "French Financial Security Law and SOX compliance" above.



Following its de-registration as a foreign private issuer with the Securities and Exchange Commission in September 2007, the Group is no longer required to comply with reporting obligations under section 13(a) of the United States Securities Exchange Act of 1934. However, as a consolidated subsidiary of TWDC, the Group is required to comply with Section 404 of SOX. This process includes the following: analysis of the Group's financial statements and disclosures to determine the key processes requiring study; a financial and operational risk assessment; establishment of comprehensive documentation of each selected process, the identification and description of key controls and the risks they mitigate; independent testing of the identified key controls for correct design and effectiveness; and remediation of any key controls deemed to need improvement as a result of the tests. 3) Corporate Governance Information Most of the corporate governance procedures are now included in the French Commercial Code (available on Internet: www.legifrance.gouv.fr) or in the AMF's General Regulations (available on Internet: www.amf-france.org). The Company must be compliant with these frameworks. Besides the above mentioned legal requirements, the Company also adheres to the 2008 AMF report on corporate governance and internal control (available on Internet: www.amf-france.org); the corporate governance code of listed corporations, dated December 20081 (available on Internet: www.medef.fr); the European Commission recommendation dated February 15, 2005 related to the role of non-executive directors and supervisory board members (available on Internet: http://europa.eu); and more generally stock market best practice, where applicable. The above recommendations have been issued for French corporations (société anonyme) and the Company applies them only if they are applicable or transposable in a relevant and practical manner for a limited partnership (société en commandite par actions), where the management company is responsible. The creation of a compensation committee is an example of the main recommendations that have not been as of today adapted to the legal structure of the Company, as described above. The Company continually monitors evolving best practice to improve its corporate governance and, during the Fiscal Year, has decided to proceed with a self evaluation process for the Board as well as an annual review of the independence of the Board members (see sub-sections “Independence of the Board members” and “Evaluation of the Board's works” below). The Company also informed the Board during its meeting held on February 11, 2009 that it will follow the AFEP/MEDEF recommendations dated October 2008 not only for its Gérant but also for the CEO of the Gérant. In addition, the Company will disclose the aggregate compensation of its Board members, to the extent that these recommendations can be applied to a société en commandite par actions, that has a management company as Gérant. Legal Structure of the Company The Company is a French limited partnership (société en commandite par actions). This legal structure provides for a clear distinction of responsibilities between the Gérant and the Board. The Gérant is responsible for managing and directing the Company. The Board is responsible for monitoring general affairs of the Company in its best interests and in those of its shareholders; as well as reviewing transparency and quality of the information communicated to the shareholders (refer to the sub-section "Board Missions and Obligations" above).

1 Resulting from the consolidation of the AFEP/MEDEF report dated October 2003 and the AFEP/MEDEF recommendations concerning the compensation of executive directors of listed companies dated January 2007 and October 2008, respectively.



The other two major elements of the Company's legal structure are the general partner and the limited partners (or shareholders). An extensive description of these different components is available in section C.1.2. of the Reference Document. Any change in control of the Company would require a change in the composition of both categories of partner. As the Company is listed on the stock exchange, it would be possible for a third party to take control of the capital and associated voting rights through a public takeover bid. However, it would not be possible for this third-party to take control of the general partner of the Company. Consequently, this third-party could not single-handedly modify the Company's bylaws. In addition, it would not be possible for this third-party to appoint any new gérant as the gérant must be appointed by an unanimous decision of the general partner. In addition, further details of those elements that are important to consider in the case of a public takeover bid are presented in sections B.2., C.1. and C.2.4. of the Reference Document. Statutory Management Compensation In compliance with applicable laws and regulations, a detailed information on the Gérant and Board members' compensation is available in section B.2. of the Reference Document. The Company's Gérant is Euro Disney S.A.S., a French simplified corporation and is an indirect wholly-owned subsidiary of TWDC. The Gérant's compensation is defined under article 4 of the Company's bylaws. In compliance with applicable laws and regulations, any compensation other than the above mentioned, must be approved by the shareholders' general meeting and the general partner before being granted to the Gérant. The Company also decided to disclose the compensation and benefits allocated to the Chief Executive Officer of the Gérant, which are available in section C.1.2. of the Reference Document. The Board members compensation is comprised of an aggregate fixed fee approved by the shareholders at the shareholders' general meeting, which the Board freely allocates amongst its members in accordance with applicable laws and regulations and the Company's bylaws. During its March 26, 2002 meeting, the Board agreed to the adoption of a variable fee ("jeton de présence") payable to its members. A collective maximum compensation is allocated to the Board members at the annual shareholders' general meeting based on attendance at four meetings per Fiscal Year. A double jeton de présence is allocated to the Chairman of the Board and no jeton de présence are allocated to the members representing TWDC. The Company does not grant any stock options to its Board members. Board Members' Charter In accordance with the corporate governance principles for listed companies, the Board adopted a supervisory board members charter (the "Charter") during its September 23, 1996 meeting. This charter dictates the fundamental duties of Board members. Several of the Charter's procedures are more stringent than those required by law or by the Company's bylaws. For example the requirement for each Board member to own a minimum number of shares is not governed by law or by the Company's bylaws.



During its November 7, 2007 meeting, the Board modified its Charter in order to adjust the minimum number of shares each member must individually own from 1,000 old shares to 250 new shares. This change was made following the Company's reverse stock split that occurred on December 3, 2007 and to comply with prevailing market practices. Internal Regulations of the Special-Purpose Committees During its November 7, 2007 meeting, the Board adopted internal regulations for each of its Committees in order to formalize and update their role, organization and operations. These internal regulations are part of a transparency approach in conformity with listed companies' corporate governance principles as well as the French Management Institute recommendations (available on Internet: www.ifa-asso.com). These internal regulations also lay out rules for the Committees members' independence and compensation as well as the FAC members' qualifications. If the FAC comprises three members or more, the proportion of independent members shall equal at least two-thirds. If the nominations committee comprises two members or more, the proportion of independent members shall equal at least fifty percent. FAC members are required to collectively have a thorough expertise of and/or an experience in financial, accounting or tax matters. The Board appointed Mr. Philippe Geslin, currently Chairman of the FAC, as its financial expert. An additional part of the annual collective remuneration granted to the members of the Board at the shareholders' general meeting shall be made in proportion to their attendance to FAC meetings (within a limit of three meetings per Fiscal Year). No fee will be allocated to a FAC member if he/she is a representative of TWDC. A higher remuneration is allocated to the Chairman of the FAC. The members of the nominations committee do not receive any specific fees for their performance. Detailed information on the compensation paid to each of the FAC members is available in section B.2. of the Reference Document. Independence of Board members During its meeting held on February 11, 2009, the Board approved an annual review of the independence of Board members. Annually, each Board member is required to update the list of his/her corporate functions and positions held and to send this list to the Secretary of the Board. This is required to occur prior to September 30. The independence of the Board members is reviewed at the Board meeting for the fiscal year-end. The Board reviewed the independence of its members during its meeting held on November 4, 2009. As indicated in the Reference Document, amongst the nine members, part of the Board: Mrs. Bernis and Messrs. Jeancourt-Galignani, Bouché, Corbière, Labro and Robinson are considered independent. Messrs. Rasulo and Staggs are senior executive officers of The Walt Disney Company ("TWDC") and Mr. Geslin is a member of the board of directors and of the audit committee of Calyon, which participated in the Group's financing as lender and banks' agent. In order to avoid any potential conflict of interest or confidentiality situations, Mr. Geslin has undertaken to refrain from voting or discussing on any matters which potentially could involve a conflict of interest.



Except as mentioned above, to the Board's knowledge, no potential conflicts of interest exist between any duties of the Board to the Group and their private interests and/or duties. Evaluation of the Board During its meeting held on February 11, 2009, the Board approved an annual self-evaluation. This self-evaluation is carried out by the members of the Supervisory Board themselves via a questionnaire on the following items: composition and operation of the Board, role and mission of the Board, committees of the Board, and relations with Management, the auditors and the shareholders. The Secretary of the Board reviews the results of the questionnaire and transmits a summary to the Chairman of the Board. The Chairman of the Board then informs the other members of the results of this self-evaluation during the Board's meeting for the fiscal year-end. The results of the self-evaluation of the works carried out by the Board were presented during its meeting held on November 4, 2009. All the Board members filled out the questionnaire. Most Board members have indicated to be satisfied, even very satisfied, with the composition and operation of the Board, the role and attributions of the Board, the committees of the Board, and their relationships with Management, external auditors and shareholders. The following steps for improvement have been mentioned:

• ensure diversity and gender parity within the Board when the time has come to appoint new Board members;

• organize an information session on the role, operation and responsibilities of the Board, as well as on the Group's business, key indicators and operational and financial risks when new Board members are appointed;

• send to the Board members the documentation related to the Board meetings more in advance. Information on the Management Committee As an effort to improve its corporate governance process, in November 2008, the Company put into place a Management Committee, comprised of the Chief Executive Officer's direct reports, and created four committees:

• the Steering Committee, which focuses on the management of the overall P&L and decision-making on strategic issues;

• the Operations Committee, which focuses on operational problem solving and quality, safety and cost management;

• the Revenue Committee, which focuses on marketing, sales and pricing problem-solving and on management of our revenue across the core business;

• the Development and External Affairs Committee, which focuses on the management of development projects and of matters relating to external stakeholders.

The members of the Management Committee sit in one or several of these committees. The Management Committee composition, the aggregate compensation paid to its members, the total amount of shares they own and the total number of stock options that have been granted to its members by the Company are disclosed in section B.2. of the Reference Document. As is the case for the members of the Board, the Management Committee members must individually own a minimum of 250 shares of the Company.



4) Terms and Conditions related to Shareholders' Attendance at Shareholders' General Meeting The terms and conditions related to shareholders' attendance at general meetings are described in Article 8 of the Company's bylaws as well as in section C.1.1. of the Reference Document. Chessy, November 20, 2009. Antoine Jeancourt-Galignani Chairman of the Supervisory Board



C.1.4. Statutory Auditors' Report on the report prepared by the Chairman of the Supervisory Board

This is a free translation into English of the Statutory Auditors' report issued in the French language and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. PricewaterhouseCoopers Audit Caderas Martin 63, rue de Villiers 76, rue de Monceau 92200 Neuilly-sur-Seine 75008 Paris Statutory Auditors' report, prepared in accordance with article L.225-235 of the French Commercial Code on the report prepared by the Chairman of the Supervisory Board of Euro Disney S.C.A.

To the Shareholders, In our capacity as Statutory Auditors of Euro Disney S.C.A., and in accordance with article L.225-235 of the French Commercial Code (Code de commerce), we hereby report to you on the report prepared by the Chairman of the Supervisory Board of your company in accordance with article L.226-10.1 of the French Commercial Code for the year ended September 30, 2009. It is the Chairman's responsibility to prepare, and submit to the Supervisory Board for approval, a report describing the internal control and risk management procedures implemented by the company and providing the other information required by articles L.226-10.1 of the French Commercial Code in particular relating to corporate governance. It is our responsibility - to report to you on the information set out in the Chairman's report on internal control procedures relating

to the preparation and processing of financial and accounting information, and - to attest that the report sets out the other information required by article L.226-10.1 of the French

Commercial Code, it being specified that it is not our responsibility to assess the fairness of this information.

We conducted our work in accordance with professional standards applicable in France. Information concerning the internal control procedures relating to the preparation and processing of financial and accounting information The professional standards require that we perform procedures to assess the fairness of the information on internal control procedures relating to the preparation and processing of financial and accounting information set out in the Chairman's report. These procedures mainly consisted of:

- obtaining an understanding of the internal control procedures relating to the preparation and processing of financial and accounting information on which the information presented in the Chairman's report is based, and of the existing documentation;

- obtaining an understanding of the work performed to support the information given in the report and of the existing documentation;

- determining if any material weaknesses in the internal control procedures relating to the preparation and processing of financial and accounting information that we may have identified in the course of our work are properly described in the Chairman's report.



On the basis of our work, we have no matters to report on the information given on internal control procedures relating to the preparation and processing of financial and accounting information, set out in the Chairman of the Supervisory Board's report, prepared in accordance with article L.226-10.1 of the French Commercial Code. Other information We attest that the Chairman's report sets out the other information required by article L.226-10.1 of the French Commercial Code. Neuilly-sur-Seine and Paris, November 20, 2009.




ADDITIONAL INFORMATION Information Concerning the Share Capital of the Company


C.2. INFORMATION CONCERNING THE SHARE CAPITAL OF THE COMPANY C.2.1. Amount and Changes to the Share Capital As of September 30, 2009, and from December 3, 2007, the Company's fully paid share capital was composed of 38,976,490 shares with a nominal value of € 1.00 each and of 46 shares with a nominal value of € 0.01 each, compared to 3,897,649,046 shares with a nominal value of € 0.01 each as of September 30, 2007. Since the closing of the consolidation of shares (the "Reverse Stock Split") described in section C.2.2., the Company's fully paid share capital is composed of 38,976,490 shares with a nominal value of € 1.00 each. The changes in the Company's share capital for the past three Fiscal Years are set forth in the table below:

Share capital

(€ in thousands)

Number of old shares

(in thousands)

Number of new shares at the completion of the

Reverse Stock Split(in thousands)

Share capital as of September 30, 2007 38,976 3,897,649 -Reverse Stock Split (1)

- (3,897,649) 38,976 Share capital as of September 30, 2008 38,976 - 38,976 Share capital as of September 30, 2009 38,976 - 38,976

(1) See section C.2.2. for more details. C.2.2. Reverse Stock Split At the annual shareholders' general meeting held on February 21, 2007, shareholders of the Company approved a resolution giving the Gérant the power to implement a proposed Reverse Stock Split through the attribution of one new share with a nominal value of € 1.00 for each 100 old shares with a nominal value of € 0.01 (meaning a consolidation ratio of 100:1). The Reverse Stock Split was implemented on December 3, 2007. Shareholders had two years after that date to consolidate their shares. The unconsolidated old shares were listed until June 3, 2008. Following this date, shareholders wanting to purchase or sell unconsolidated shares were able to do so in the over-the-counter market until December 4, 2009. Each shareholder holding allotments of shares not divisible by 100 (fractional shares) was responsible for purchasing the necessary number of shares in order to complete the consolidation or to sell his/her fractional shares. Starting December 7, 2009, 67,038 shares that remained unclaimed were sold on the stock exchange and the net proceeds of the sale will remain available to shareholders in an escrow account opened in the name of the Company with BNP Paribas Securities Services for a period of ten years. After this period, the net proceeds of the sale will be transferred from BNP Paribas Securities Services to the Caisse des dépôts et consignations and will remain available to shareholders for an additional period of twenty years, after which all unclaimed proceeds will be transferred to the French State, in accordance with law. The Gérant appropriately adjusted the rights of the beneficiaries of stock options as a result of the Reverse Stock Split.



C.2.3. Liquidity Contracts In accordance with the authorizations granted by the shareholders' general meetings of the Company for the past three Fiscal Years, the Gérant implemented liquidity contracts via share repurchase programs in 2008 and 2009 respectively, through independent investment services providers. These contracts are compliant with the governance standards established by the French association of financial markets (Association française des marchés financiers) as approved by the French stock exchange authority (Autorité des marchés financiers). The first liquidity contract was signed with Exane BNP Paribas on January 11, 2008 and expired on December 31, 2008. The second liquidity contract was signed with Oddo Corporate Finance on April 2, 2009 and will expire on March 31, 2010. The notice of the share repurchase programs and press releases on the signature of the respective liquidity contracts were published on January 11, 2008 and on April 2, 2009, and are available on the Company's website (http://corporate.disneylandparis.com). For additional information on the liquidity contracts, see these documents. Under the existing liquidity contract, the Company cannot buy back more than 10% of the total number of shares which make up its share capital, and the Company cannot purchase shares at prices higher than € 20 per share. An amount of € 0.5 million in cash and 135,081 treasury shares have been allocated to the liquidity account for purpose of implementing this contract. As of September 30, 2009, the Company owns 71,212 treasury shares acquired through the current liquidity contract at a combined acquisition cost of € 0.4 million. See section B.3. "Liquidity Contract" for further information. C.2.4. Breakdown of the Share Capital and Voting Rights Shareholders' Background and History Shareholders' Agreements and Evolution Prior to the 1994 Financial Restructuring, TWDC, through its subsidiary EDL Holding Company1, held 49.0% of the Company's share capital. During the 1994 Financial Restructuring, TWDC undertook to hold at least 16.7% of the Company's share capital until 2016. In connection with the financing agreements related to the Walt Disney Studios® Park, TWDC undertook to hold this minimum ownership until 2027. In addition and also during the 1994 Financial Restructuring, TWDC and the Lenders entered into certain agreements whereby HRH Prince Alwaleed subscribed shares from the Company and purchased others from the CDC and EDL Holding Company, in order to own a 24.0% stake in the Company. HRH Prince Alwaleed undertook vis-à-vis TWDC to reduce his stake to less than half the stake held by EDL Holding Company and not to sell any of the shares held by him without making a prior offering to TWDC to buy such shares for a one-year period which was renewed for a five-year period in 1995. The principal terms and conditions of this agreement were published by the Société des Bourses Françaises on September 12, 1994, November 4, 1994 and November 14, 1994. To the knowledge of the Company, this shareholders' agreement, which expired in 2000, did not constitute a joint action (concert) between TWDC and HRH Prince Alwaleed. TWDC's holding of the Company's shares increased in 2004 to 40.6% after the reimbursement in shares of convertible bonds granted as part of the 1994 Financial Restructuring. As an effect of the capital increase during the 2005 Restructuring, TWDC reduced its ownership of the Company to 39.8% and HRH Prince Alwaleed's interest in the Company was reduced to 10.0%. In connection with the 2005 Restructuring, TWDC had agreed to hold directly or indirectly at least 39.0% of the common stock of the Company until 2016.




As of September 30, 2009, EDL Holding Company LLC's interest in the Company is 39.8% and Kingdom 5- KR-1341, Ltd holds 10.0% of the share capital of the Company. Shareholders' Identification In addition to the laws and regulations relating to shareholding threshold disclosure, any individual or legal entity that acquires 2% of the Company's share capital, or any multiple thereof, must notify the Company, pursuant to its bylaws, of the total number of shares held, by registered letter, return receipt requested, addressed to the registered office, within five trading days of attaining any of these thresholds. Failure to respect this requirement under the bylaws can result in those shares exceeding the percentage that should have been subject to a notification being deprived of voting rights for a period of two years. This deprivation can be applied at the request of one or more shareholders holding at least 2% of the Company's share capital as recorded in the minutes of a shareholders' general meeting. This above notification requirement, which was written into the Company's bylaws pursuant to the shareholders' general meeting held on September 4, 1989, also applies each time that a shareholder's holding falls below any of these percentage thresholds. The Company has access annually to the procedure known as "Titres au Porteur Identifiable" of Euroclear France to obtain information relating to the identity of the shareholders. The last request, dated September 30, 2009, revealed that there were approximately 75,185 shareholders resident in France compared to approximately 78,470 and 97,210 as of September 30, 2008 and 2007, respectively. Shareholding Composition The breakdown of the share capital and the voting rights of the Company as of September 30 of the last three Fiscal Years is as follows:

Shareholders Number of shares(1)

(in thousands) 2009 2008 2007EDL Holding Company LLC 15,505 39.8% 39.8% 39.8%Kingdom 5-KR-134, Ltd (2) 3,898 10.0% 10.0% 10.0%Public 19,574 50.2% 50.2% 50.2%Total 38,976 100.0% 100.0% 100.0%

(1) As of September 30, 2009, these numbers include treasury shares, which represented less than 0.2% of the share capital of the Company and have no significant impact on the percentage of voting rights as of September 30, 2009.

(2) Kingdom 5-KR-135, Ltd in Fiscal Years 2008 and 2007. See sub-section "Shareholders' agreements and evolution" above. As of September 30, 2009, other than those indicated in the table above, no shareholder other than GAM Funds has officially notified the Gérant that it holds, directly or indirectly, alone or jointly, or in concert with other entities, more than 2% of the share capital of the Company. GAM Funds indicated to the Company that it holds 2.894% of the Company's share capital as of September 30, 2009. The Company does not own or control any of its shares except those owned through the liquidity contract (see section C.2.3. for more details). The Company does not know the aggregate number of shares held by its employees directly or through special mutual funds. 1 HRH Prince Alwaleed's interests in the Company (10%) were transferred on November 4, 2008 from Kingdom 5-KR-135, Ltd to Kingdom 5-KR- 134, Ltd (companies whose shares are held by trusts for the benefits of HRH Prince Alwaleed and his family). A notification of change in ownership and thereby a crossing of ownership thresholds by Kingdom 5-KR-134, Ltd was given to the AMF on February 9, 2009. Since this notification was made beyond the required period, shares in excess of the fraction which would have been declared (i.e. 5%) have been stripped of their voting rights for two years following the notification.



Each shareholder participating in the shareholders' general meetings is entitled to as many votes as the number of shares which he or she holds or represents on the fifth business day prior to the date of the shareholders' general meeting, except as otherwise provided by law. No shares confer double voting rights. As of September 30, 2009, to the knowledge of the Company, the aggregate number of Company shares held by members of the Supervisory Board and the Gérant's Management Committee was approximately 38,480 shares for the same amount of voting rights. To the knowledge of the Company, the breakdown of the share capital as indicated in the table above has not changed significantly since September 30, 2009. Rights Associated with Shares Any person owning one or more shares shall be bound by the Company's bylaws and by all decisions made in accordance with these bylaws at any annual shareholders' general meeting. In addition to voting rights, each share represents an interest in the net equity and net profit/loss of the Company that is proportional to the portion of the Company's share capital represented by the nominal value of such share. Pledge of Registered Shares As of September 30, 2009, there is no pledge of registered shares of the Company recorded in its shareholders' accounts. Shareholders' Club Established in 1995, the Company's Shareholders Club (the "Club") aims at strengthening the Company's relationship with its shareholders, by providing regular and quality information. By phone, by mail or on the website, the Club is available to provide clear information to all of the shareholders' questions. As Club members, the shareholders are personally informed, by mail or through e-mail, of all financial press releases and shareholders' meetings. In addition, a regular "Shareholders Club Newsletter" is exclusively sent to provide up-to-date information on the Company and its financial performance as well as the latest Resort and Club news. The Club also proposes several services and privileges at Disneyland® Paris, such as discounts or reduced rates for Club members and their guests as well as special offers or invitations to special events dedicated to Club members. Feel free to contact the Club by phone through the toll-free number: 00 800 64 74 56 301, by e-mail: [email protected] or visit the information pages of the Company's website at: http://corporate.disneylandparis.com.

1 From France, Germany, United Kingdom, Belgium, the Netherlands, Spain and Italy from a land line, national operators only, only at French offices business hours (9:00 a.m. – 5:00 p.m.). From other countries, call at: + 33 1 64 74 56 30.



C.2.5. Markets for the Securities of the Company The shares were listed in 1989 on the Premier Marché of Euronext Paris, on the London Stock Exchange (where they were traded in pounds sterling in the form of depository receipts) and on Euronext Brussels. The shares of the Company were also traded in pounds sterling on the SEAQ International in London. In addition, options on the shares of the Company were traded on the Marché des Options Négociables de Paris. In 1994, the Company registered as a foreign private issuer with the Securities and Exchange Commission ("SEC") in the United States. Market trends and changes in the regulatory environment facilitating access for investors to trade in shares listed in European Union member states other than their own, combined with the high cost of maintaining separate listings relative to historical trading volumes led to the Company's decision to cancel its share listings on the Euronext Brussels, SEAQ International and London Stock Exchange. These delistings were effective on September 30, 2005, October 30, 2005 and October 31, 2005, respectively. The Company shares are traded exclusively on Euronext Paris. During the first few months of Fiscal Year 2006, the Euronext Paris commission announced that Euro Disney shares no longer qualified for inclusion in the SBF 120 and that effective March 28, 2006 no longer qualified for the deferred settlement services of Euronext Paris. Since December 18, 2006, the Company's shares are included in the CAC SMALL 90 index of Euronext Paris. They were previously included in the CAC MID 100 index. On June 5, 2007, the Company announced that it filed a notice to terminate its registration ("de register") as a foreign private issuer with the SEC in the United States. The SEC amended the rules that govern when a foreign private issuer may de-register a class of equity securities and eliminate the corresponding duty to file reports with the SEC. Given these amendments, together with the low trading volume of the Company's shares in the United States relative to that on the Euronext Paris (the Company's primary trading market) the Company believed that maintaining its registration as a foreign private issuer with the SEC and incurring the associated administrative costs was no longer justified. On September 3, 2007, the Company officially "de-registered" from the SEC resulting in the termination of the Company's reporting obligations under section 13(a) of the United States Securities Exchange Act of 1934.



C.2.6. Market Information Information relating to changes in the price and trading volume of the shares of the Company are given in the tables below for the last 12 months.

Volume of shares traded in Euronext Paris (by month) Consolidated shares

Share price (in €) Highest Lowest

Amount (€ in million) Number of shares

Fiscal Year 2009 October 2008 7.05 4.20 6.40 1,136,966November 2008 5.49 4.35 2.55 527,805December 2008 4.60 3.20 2.32 591,101January 2009 4.25 3.06 2.24 624,883February 2009 3.40 2.75 1.14 363,194March 2009 3.26 2.42 1.32 469,071April 2009 4.00 3.01 5.36 1,513,216May 2009 4.40 3.47 4.45 1,136,038June 2009 3.93 3.25 1.62 443,067July 2009 3.62 3.10 1.54 462,633August 2009 3.96 3.40 3.51 960,572September 2009 6.84 3.54 14.66 2,707,358

Source: Euronext Paris. C.2.7. Dividends No dividends were declared or paid in respect of Fiscal Years 1997 through 2009. Additionally, under certain circumstances, including the event of payment default, certain of the Company's debt agreements prohibit the payment of dividends. The distributable profit consists of the profit for the Fiscal Year, reduced by the prior losses together with the amounts that are to be allocated to the reserves required by law or the bylaws and increased by the profits carried forward. Annually, a withdrawal of at least 5% is made from the profits of the Fiscal Year reduced by prior losses, if any, to be put into a legal reserve. This withdrawal ceases to be required when the cumulative legal reserve reaches one-tenth of the share capital. The legal reserve is distributable only upon the Company's liquidation. The Gérant may propose at the shareholders' general meeting, prior to the distribution of dividends to shareholders, the allocation of all or part of the profits of a Fiscal Year to other reserve accounts, to the extent and under the conditions determined by law. In addition, the Company's bylaws provide that 0.5% of the profits each year, if any, be paid to the General Partner. Thereafter, distributable profits shall be allocated in the following order: (i) the amount, if any, that the annual ordinary general meeting, upon the proposal of the Gérant, shall decide

to allocate to reserves or to be carried forward as retained earnings; and (ii) the balance of distributable profits remaining, if any, to the shareholders prorata in proportion to their

respective holdings of shares of common stock.



Dividends must be paid within nine months of the end of the Fiscal Year and are payable to holders, on the date of payment, of shares of common stock outstanding at the time such dividends were approved for distribution by the shareholders. Dividends not claimed within five years of the date of payment are forfeited to the French Republic. An ordinary general meeting deciding upon the distribution of dividends, has the right to grant to each shareholder an option to receive all or part of any dividends in either cash or shares of common stock.

ADDITIONAL INFORMATION Information Concerning the Group's Financial Covenant Obligations


C.3. INFORMATION CONCERNING THE GROUP'S FINANCIAL COVENANT OBLIGATIONS As described in section A.3., the Group began negotiating with the Lenders and TWDC the 2005 Restructuring in light of reduced revenues and increased losses incurred in Fiscal Year 2003. Following the 2005 Restructuring, the Group must respect certain financial covenant requirements and meet minimum performance objectives as captured in the "Performance Indicator", the measurement of which is described hereunder. C.3.1. Performance Indicator Certain of the financial obligations of the Group following the 2005 Restructuring are affected by a financial Performance Indicator for each Fiscal Year, which is approximately equal to the Group's earnings before interest, taxes, depreciation and amortization, adjusted for certain items described below. The Performance Indicator is used to determine:

• the amounts of conditional royalties and management fees payable to TWDC that are to be paid in respect of each Fiscal Year; and

• the amount of conditional interest on the Walt Disney Studios Park Loans that is to be paid in respect

of each Fiscal Year; and

• the Group's compliance with its financial covenant requirements. In each case, the determination is made by comparing the actual Performance Indicator for a given Fiscal Year (the "Actual Performance Indicator") to a reference Performance Indicator for that year (the "Reference Performance Indicator"). There are three separate Reference Performance Indicator amounts, one for each of the above matters. The Reference Performance Indicators have been established solely for purposes of the contractual obligations and do not reflect a prediction or forecast of the future operating performance of the Group. The Actual Performance Indicator for a given Fiscal Year is equal to the Group's consolidated net income/(loss) attributable to equity holders of the parent, as reported in the consolidated audited financial statements for such Fiscal Year, after removing the effect of the following:

• Profits / (losses) allocated to minority interests as reported in the consolidated statement of income;

• income tax expense or benefit (current and deferred);

• income (loss) from affiliates accounted for under the equity method;

• the net impact of all waivers of debt or commercial or financial payables, which may be granted by TWDC or its subsidiaries;

• the net impact (positive or negative) of depreciation and movements in reserves on tangible,

intangible assets (including goodwill) and deferred charges as well as exceptional reserves and impairment charges on these asset categories;

• the net impact (positive or negative) of movements in: (i) current asset reserves (for example,

receivables and inventories); (ii) provisions for risks and charges and (iii) provisions recorded in exceptional earnings;

• operating expenses related to actual expenditures for major fixed asset renovations;



• net gains and losses on the sale or abandonment of tangible or intangible assets;

• financial income net of financial charges, excluding charges related to bank card commissions;

• royalties and management fees payable to TWDC expensed for such Fiscal Year. Royalties and Management Fees Payment Deferral As described in section A.3., TWDC granted the Group conditional and unconditional deferrals of the payment of base royalties and management fees due to TWDC as follows:

• TWDC agreed to unconditionally defer and convert into long term subordinated debt certain management fees and, as necessary, royalties up to a maximum amount of € 25 million due with respect to each of Fiscal Years 2005 through 2009. Deferred amounts converted into long term subordinated debt bear interest at 12-month Euribor, compounded annually. The principal will be repayable only after the repayment of all Phase I Debt and interest will begin to be paid annually from January 2017; and

• TWDC agreed to conditionally defer and convert into long term subordinated debt certain

management fees and, as necessary, royalties up to a maximum amount of € 25 million due with respect to each of Fiscal Years 2007 through 2014. The amount, if any, of the deferral depends on the Actual Performance Indicator calculated for the relevant Fiscal Year. Deferred amounts are converted into long term subordinated debt and have the same interest and repayment terms as the unconditionally deferred amounts described above.

If the Actual Performance Indicator for a given Fiscal Year is less than the Reference Performance Indicator set forth below for such Fiscal Year, then payment of the royalties and management fees otherwise due to affiliates of TWDC will be deferred by an amount equal to the excess of the Reference Performance Indicator over the Actual Performance Indicator (see section B.3. "Direct Operating Costs – Royalties and Management Fees" for more details on deferred amounts). For Fiscal Year 2009, the Actual Performance Indicator was € 267.6 million, which was less than the Reference Performance Indicator. Consequently, the Group has deferred the payment of a further € 25.0 million of Fiscal Year 2009 royalties and has converted this amount into long term subordinated debt under the conditional deferral mechanism. This conditional deferral has been approved by a third-party on December 15, 2009. As a consequence, the aggregate conditional and unconditional deferrals of royalties and management fees amounts to € 50.0 million for Fiscal Year 2009. Walt Disney Studios Park Loans Interest Payment Deferral A portion of the interest accrued from Fiscal Year 2005 through Fiscal Year 2014 under the Walt Disney Studios Park Loans is subject to conditional deferral or debt forgiveness. The projected maximum amount of such conditional deferral is € 20.2 million per year from Fiscal Years 2005 through 2012 and € 22.7 million per year for Fiscal Years 2013 and 2014. If the Actual Performance Indicator for a given Fiscal Year is less than the Reference Performance Indicator set forth for such Fiscal Year, then the payment of the interest on the Walt Disney Studios Park Loans is deferred by an amount for such Fiscal Year equal to the excess of the Reference Performance Indicator over the Actual Performance Indicator.



€ 20.2 million and € 19.8 million of interests originally payable in Fiscal Year 2006 and Fiscal Year 2007 were deferred and converted into a long term subordinated debt obligation, bearing interest at 5.15% per annum and repayable after the Phase I Debt has been repaid in full, starting in 2023. Interest unconditionally deferred into long term subordinated debt through January 1, 2017 is payable annually thereafter (see section B.3. "Borrowings – Walt Disney Studios Park Loans" for more details on deferred amounts). For Fiscal Year 2009, the Actual Performance Indicator was € 267.6 million, which was less than the Reference Performance Indicator. Consequently, the Group expects to defer the payment of € 20.2 million of interest originally payable as of December 31, 2009 for the CDC Walt Disney Studios Park Loans, of which € 15.1 million has been deferred and converted into long term subordinated debt as of September 30, 2009, under the conditional deferral mechanism. This conditional deferral has been approved by a third-party. Financial Covenant Requirements The Group's debt agreements include covenants which primarily consist of the provision of certain financial information, compliance with a financial ratio threshold and restrictions on capital expenditures and additional indebtedness. In the case of non-compliance with these covenants, the Lenders can demand accelerated repayment of the debt (see section B.2. "Insurance and Risk Factors"). Financial Ratios The Group is subject to a covenant based on the debt service coverage ratio ("DSCR") and the forecasted debt service coverage ratio (the "Forecast DSCR"). The DSCR is the ratio of the Group's Performance Indicator for a given Fiscal Year, less any royalties and management fees payable to TWDC that are not deferred, less the amount of certain expenditures for major renovations and all other capital investments (excluding capitalized interest and the investments which received a specific waiver), less any corporate income tax paid, plus certain financial investment income, to the Group's total debt service obligations for the year. From Fiscal Year 2006 through Fiscal Year 2014, the DSCR requirement applies only if the Group utilizes the entire conditional deferral mechanisms for TWDC royalties and management fees and CDC interest. Beginning in Fiscal Year 2015, the DSCR will apply without regard to the Actual Performance Indicator until the repayment in full of the Walt Disney Studios Park Loans. For any Fiscal Year in which the DSCR applies, the Group is also required to maintain a Forecast DSCR calculated on the basis of the projected debt service obligations for the immediately following year. The forecasted results used for the Forecast DSCR are the lower of the actual management forecast for the following year or the current Fiscal Year results escalated at 3% ("Forecast Performance Indicator"). The required levels of DSCR and Forecast DSCR are set forth in the following table: Fiscal Year(1) 2009 2010 2011 2012 2013 2014 2015 2016 2017 and thereafterDSCR 1.20 1.05 1.00 1.00 1.10 2.60 1.40 3.10 1.30 Forecast DSCR 1.00 1.00 1.00 1.05 2.50 1.05 2.90 1.30 1.30

(1) Correspond to the minimum values to be achieved for each Fiscal Year. The Group may restore the ratio to its required level, by raising additional equity or subordinated debt, or by obtaining forgivenesses or deferral of amounts that would otherwise be payable. If the required debt service coverage is not met in respect of a given Fiscal Year for which the ratio applies, the Lenders may declare acceleration under the financing arrangements and this would require the immediate repayment of the Group's financial debt.



For Fiscal Year 2009, the Actual Performance Indicator was € 267.6 million, which was less than the Group's annual reference level for the purpose of this covenant. Consequently, the Group has calculated the DSCR for Fiscal Year 2009 and the Forecast DSCR for Fiscal Year 2010. For Fiscal Year 2009, DSCR amounting 1.38 and Forecast DSCR exceeded the minimum requirements, approved by a third party. The table below presents the indicators over the past three fiscal years and their impact on the Group's level of borrowings:

(€ in millions)

Actual Performance

Indicator

Reference Performance

Indicator Impact Fiscal Year 2009 267.6

Royalties and Management Fees 313.1

€ 25.0 million conditional deferral of royalties and management fees

Walt Disney Studios Park Loans 288.1

€ 15.1 million conditional deferral of interest (1)

DSCR & Forecast DSCR 267.9 Calculation triggered

Total converted to non current borrowings 40.1 Fiscal Year 2008 328.6

Royalties and Management Fees 305.4 no conditional deferral Walt Disney Studios Park Loans 280.4 no conditional deferral DSCR & Forecast DSCR 260.2 no calculation trigger

Total converted to non current borrowings -

Fiscal Year 2007 289.5

Royalties and Management Fees 282.5 no conditional deferral Walt Disney Studios Park Loans 257.5 no conditional deferral DSCR & Forecast DSCR 237.3 no calculation trigger

Total converted to non current borrowings -

(1) In addition, the Group expects to convert to non-current borrowings a further € 5.1 million of interests in the first quarter of Fiscal Year 2010. For the upcoming Fiscal Years, the Reference Performance Indicators are the following: Reference Performance Indicator of Fiscal Year (€ in millions) 2010 2011 2012 2013 2014 Royalties and Management Fees 317.2 340.6 352.7 365.8 380.6Walt Disney Studios Park Loans 292.2 315.6 327.7 340.8 355.6DSCR & Forecast DSCR 272.0 295.4 307.5 318.1 332.9



Restrictions on Capital Expenditures As part of the 2005 Restructuring, the maximum amount of the authorized recurring investments (meaning capital and fixed asset rehabilitation expenditures, regardless of whether they are expensed or capitalized as fixed assets under IFRS and excluding the investments which received a specific waiver) was defined for each Fiscal Year from 2005 to 2009. Beginning Fiscal Year 2010, if the Group does not utilize the entire potential cash flow benefit of the conditional deferral of interest under the Walt Disney Studios Park Loans, these expenditures will continue to be permitted up to 5% of the prior Fiscal Year consolidated revenues (excluding participant revenues), within the limit of 25% of the Reference Performance Indicator for the prior Fiscal Year. If the Group utilizes the entire potential cash flow benefit of the conditional deferral of interest under the Walt Disney Studios Park Loans, a new defined amount has to be determined with the Lenders, or these expenditures will continue to be permitted up to 3% of the prior Fiscal Year consolidated revenues (excluding participant revenues). Moreover, if the Group does not fully utilize the authorized recurring investments for a given Fiscal Year, the remaining unused amount is carried over to the next Fiscal Year, within the limit of 20% of the authorized recurring investments for the next Fiscal Year. The defined authorized amount for recurring investments for Fiscal Year 2009 was € 79.9 million, including the carry-over amount for Fiscal Year 2008. The calculated authorized amount for recurring investments for Fiscal Year 2010 is € 73.9 million, including the carry-over amount for Fiscal Year 2009. The 2005 Restructuring provided the Group with the necessary bank authorizations to implement the Development Plan between Fiscal Years 2005 and 2009, primarily consisting of investments in attractions at the Theme Parks. These new investments include Buzz Lightyear Laser Blast at the Disneyland® Park, which opened on April 8, 2006, Cars Rally Race and Crush's Coaster, which opened on June 9, 2007, The Twilight Zone Tower of Terror™, Stitch Live!, place-making improvements which opened on April 5, 2008 and Playhouse Disney Live on stage!, which opened on April 4, 2009 at the Walt Disney Studios® Park. The Development Plan was completed as of September 30, 2009 and € 234.5 million have been incurred. In Fiscal Year 2009, the Group obtained the necessary bank authorizations to invest in new attractions. For additional information, see section "Capital Investment" in B.2: "Group and Parent Company management report". Restrictions on Additional Indebtedness The Group's debt agreements limit the amount of new indebtedness that the Group can incur. The Group is currently authorized to incur a maximum of € 50 million of other new indebtedness, which includes financial leasing arrangements, certain guarantees and purchases on credit. Financing lease arrangements are limited to a principal amount of up to € 10 million per year. C.3.2. Changes in Accounting Principles In the event of a change in accounting principles and rules and/or changes in the scope of consolidation of the Group, the Actual Performance Indicator and, if necessary, the Reference Performance Indicator are to be adjusted to reflect the accounting change. The adjusted actual performance indicator in these situations (the "Pro-Forma Performance Indicator") will replace the Actual Performance Indicator.

ADDITIONAL INFORMATION Documents Available to the Public


C.4. DOCUMENTS AVAILABLE TO THE PUBLIC C.4.1. Consultation of the Documents and Information related to the Company The Company's statutory documents are available on the Company's website (http://corporate.disneylandparis.com) and/or paper copies of these documents can also be consulted during opening hours at the Investor Relations division at the Company's registered office (Immeubles Administratifs, Route Nationale 34, 77700 Chessy, France). The documents which can be consulted are the following:

• the Company's bylaws;

• all of the reports and other documents, or historical financial information for which a portion has been included or referred to in this Reference Document; and

• the Company's and its subsidiaries' historical financial information for each of the two Fiscal Years

preceding this Reference Document. C.4.2. List of the Information Published or Made Available to the Public over the Past Twelve

Months Pursuant to Article L.451-1-1 of the Code monétaire et financier and Article 222-7 of the Règlement général of the AMF

Pursuant to Article 222-7 of the Règlement général of the AMF, the Company has prepared a list of all of the information published or made available to the public since September 30, 2008, to comply with legislative and regulatory obligations related to financial instruments, financial instruments issuers and markets for financial instruments. All of the information presented in the following table can be obtained from:

• the Company's website (http://corporate.disneylandparis.com) for press releases and financial presentations;

• the Bulletin des Annonces Légales Obligatoires website (www.journal-officiel.gouv.fr/balo/) for all

the information which has been published in the above mentioned bulletin;

• the "Infogreffe" website (www.infogreffe.fr) for information filed with the registry of the Commercial Court of Paris.

ADDITIONAL INFORMATION Documents Available to the Public


Nature of information Consulting mode

Press releases and financial reports http://corporate.disneylandparis.com

Share buy back transactions - October 2008 (11/05/2008) Share buy back transactions - November 2008 (12/04/2008) 2008 Reference Document including the annual financial report (12/19/2008) Press release related to the availability of the 2008 Reference document (12/19/2008) Ordinary General Meeting - Preliminary notice of meeting - February 11, 2009 (12/19/2008) Share buy back transactions - December 2008 (01/07/2009) Press release related to the expiration of the liquidity contract signed with Exane BNP Paribas (01/08/2009) Ordinary General Meeting - Notice of meeting - February 11, 2009 (01/26/2009) Ordinary General Meeting Booklet - February 11, 2009 (01/26/2009) 2008 Annual Review (01/26/2009) Press release related to the First Quarter Revenues for fiscal year 2009 (01/29/2009) Results of the Ordinary General Meeting resolutions votes - February 11, 2009 (02/12/2009) General Shareholders Meeting Presentation - February 11, 2009 (02/16/2009) Press release related to the signature of a liquidity contract (04/02/2009) Press release related to a share buy back programme authorized by the shareholders' annual general meeting of February 11, 2009 (04/02/2009)

Press release related to First Half Results for fiscal year 2009 (04/28/2009)

2009 First Half Results – Analysts Presentation (04/28/2009)

2009 Interim Report for the six months ended March 31, 2009 (04/28/2009)

Press release related to the AMF Enforcement Committee decision concerning Mr Ulf Werner, the Chief Executive of Center-Tainment (05/04/2009)

Press release related to the availability of the 2009 Interim Report (05/06/2009)

Share buy back transactions - April 2009 (05/11/2009)

Press release related to the appointment of Mr. Greg Richart to the position of Senior Vice President, Chief Financial Officer of Euro Disney S.A.S. (05/22/2009)

Share buy back transactions – May 2009 (06/04/2009)

Share buy back transactions – June 2009 (07/06/2009)

Press release related to revenues for the nine months ended June 30, 2009 (07/30/2009)

Share buy back transactions – July 2009 (08/06/2009)

Share buy back transactions – August 2009 (09/04/2009)

Share buy back transactions – September 2009 (10/06/2009)

Press release related to the semester report on the liquidity contract (10/14/2009)

Share buy back transactions – October 2009 (11/05/2009)

Press release related to Annual Results for fiscal year 2009 (11/12/2009)

2009 Annual Results – Analysts presentation (11/12/2009)

Share buy back transactions – November 2009 (12/07/2009)

Press release related to the share consolidation (12/16/2009)

Share buy back transactions – December 2009 (01/06/2010)

2009 Reference Document including the annual financial report (01/28/2010)

Documents published on the Official French Publication Bulletins ("Bulletin des Annonces Légales Obligatoires" - BALO) www.journal-officiel.gouv.fr/balo/

Ordinary General Meeting - Preliminary notice of meeting - February 11, 2009 (12/19/2008)

Ordinary General Meeting - Notice of meeting - February 11, 2009 (01/26/2009)

Notice related to annual accounts for fiscal year 2008 and the allocation of the net loss (03/04/2009)

Notice related to the Securities Services of which the management is handled by BNP Securities Services (07/29/2009)

Combined General Meeting - Preliminary notice of meeting – March 17, 2010 (12/21/2009)

Documents registered with the French Commercial Court of Meaux (77) www.infogreffe.fr

Registration of annual and consolidated accounts - Management Report - Supervisory Board Reports - Auditors' Reports (03/06/2009) - Notice related to the number of voting rights at the ordinary general meeting of February 11, 2009 (published in the newspaper of legal announcements "Le Pays Briard" - 02/24/2009) - Rectifying Notice related to the number of voting rights at the ordinary general meeting of February 11, 2009 (published in the newspaper of legal announcements "Le Pays Briard" - 02/27/2009) -

Registration of an extract of the minutes of the ordinary general meeting of February 11, 2009 related to the appointment of a new substitute statutory auditor (03/19/2009) ; Notice related to the said appointment (published in the newspaper of legal announcements "Le Pays Briard" - 03/10/2009) Registrations of the decision of the Gérant dated December 18, 2009 which relates to the completion of a decrease in the share capital in an amount of € 0.46 as a result of the cancellation of 46 shares following the completion of the consolidation of the Company’s shares, an extract of the minutes of the combined general meeting of February 21, 2008 (delegation of authority to the Gérant) and an extract of the minutes of the combined general meeting of February 21, 2007 (consolidation of the Company’s shares) (01/07/.2010) ; Notice related to the completion of this share capital decrease (published in the newspaper of legal announcements "Le Pays Briard" – 12/29/2009)

ADDITIONAL INFORMATION Responsibility for this Reference Document and Annual Financial Report


C.5. RESPONSIBILITY FOR THIS REFERENCE DOCUMENT AND ANNUAL FINANCIAL REPORT Responsibility for this Reference Document lies with the Gérant, Euro Disney S.A.S., a French simplified corporation with a share capital of € 1,676,940 whose registered office is located at Immeubles Administratifs, Route Nationale 34, 77700 Chessy, France, represented by Philippe Gas. C.5.1. Certification of the Person Responsible for this Reference Document and Annual Financial

Report "I hereby certify, after having taken all reasonable measures to this effect, that the information contained in this registration document is, to the best of my knowledge, in accordance with the facts and makes no omission likely to affect its import. I certify, to the best of my knowledge, that (i) the accounts have been prepared in accordance with applicable accounting standards and give a fair view of the assets, liabilities and financial position and profit or loss of the Company and all the undertakings included in the consolidation, and that (ii) the Group and parent company management report in section B.2. presents a fair review of the development and performance of the business and financial position of the Company and all the undertakings included in the consolidation as well as a description of the main risks and uncertainties to which they are exposed. I have received a completion letter from the auditors stating that they have audited the information contained in this registration document about the financial position and accounts and that they have read this Reference Document in its entirety." The Gérant, Euro Disney S.A.S. Represented by Philippe Gas, Chief Executive Officer C.5.2. Person Responsible for the Information Mr. Greg Richart Senior Vice-President, Chief Financial Officer Euro Disney S.A.S. Immeubles Administratifs, Route Nationale 34, 77700 Chessy Tel.: 33 (0) 1.64.74.55.77 Fax: 33 (0) 1.64.74.59.14



C.5.3. Statutory Auditors The Titular Statutory Auditors PricewaterhouseCoopers Audit S.A. Statutory auditors members of the Compagnie Régionale des Commissaires aux comptes de Versailles represented by Mr. Eric Bulle 63, rue de Villiers – 92200 Neuilly sur Seine Date of first term of office: June 14, 1988 Length of first term of office: 6 years Current term of office: the six year current term of office expires at the close of the annual

general meeting of the shareholders which will deliberate upon the annual financial statements of the fiscal year ending September 30, 2011; and

Caderas Martin S.A. Statutory auditors members of the Compagnie Régionale des Commissaires aux comptes de Paris represented by Mr. Pierre-Olivier Cointe 76, rue Monceau – 75008 Paris Date of first term of office: March 14, 1994 Length of first term of office: until the annual general meeting of the shareholders which deliberated

upon the annual financial statements of the fiscal year ending September 30, 1996.

Current term of office: the six year current term of office expires at the close of the annual general meeting of the shareholders which will deliberate upon the annual financial statements of the fiscal year ending September 30, 2014.

The Substitute Statutory Auditors Mr. Etienne Boris, a French national, 63, rue de Villiers – 92200 Neuilly sur Seine Date of first term of office: February 10, 2006 Length of first term of office: 6 years Current term of office: the six year current term of office expires at the close of the annual

general meeting of the shareholders which will deliberate upon the annual financial statements of the fiscal year ending September 30, 2011; and

Mr. Jean-Lin Lefebvre, a French national, 76, rue Monceau – 75008 Paris Date of first term of office: February 11, 2009 Length of first term of office: 6 years Current term of office: the six year current term of office expires at the close of the annual

general meeting of the shareholders which will deliberate upon the annual financial statements of the fiscal year ending September 30, 2014.



Fees Payable to Statutory Auditors Pursuant to Regulation n°2002-06 of the AMF, fees incurred for the consolidated and statutory audits of the Group were: PricewaterhouseCoopers Audit Caderas Martin Fiscal Year Percentage Fiscal Year Percentage (€ in thousands, excl. VAT) 2009 2008 2009 2008 2009 2008 2009 2008 Audit

Statutory audit, certification, consolidated and individual financial statements audit

Euro Disney S.C.A. 135.3 54.0 13% 7% 51.4 33.0 23% 23%Fully consolidated subsidiaries (1) 900.7 736.4 86% 93% 170.1 109.2 77% 77%

Other work and services directly related to the statutory audit

Euro Disney S.C.A. - - n/a n/a - - n/a n/aFully consolidated subsidiaries 14.1 - 1% n/a - - n/a n/a

Total audit 1,050.1 790.4 100% 100% 221.5 142.2 100% 100% Other services provided by the network to fully consolidated subsidiaries Legal, tax and social matters - - n/a n/a - - n/a n/aOther - - n/a n/a - - n/a n/a Total other services - - n/a n/a - - n/a n/aTotal 1,050.1 790.4 100% 100% 221.5 142.2 100% 100%

n/a: not applicable. (1) Includes € 135,500 and € 117,875 of audit fees related to the Financing Companies and Gérant audits for Fiscal Years 2009 and 2008 respectively,

contractually re-invoiced to the Group.

GLOSSARY


GLOSSARY

Actual Performance Indicator

means for any Fiscal Year, the Group's consolidated net income/(loss) attributable to equity holders of the parent, as reported in the consolidated audited financial statements for such Fiscal Year, after removing the effect of the following:

• Profits/(losses) allocated to minority interests as reported in the consolidated statement of income;

• income tax expense or benefit (current and deferred); • income (loss) from affiliates accounted for under the equity

method; • the net impact of all waivers of debts or commercial or financial

payables, which may be granted by TWDC or its subsidiaries; • the net impact (positive or negative) of depreciation and

movements in reserves on tangible, intangible assets (including goodwill) and deferred charges as well as exceptional reserves and impairment charges on these asset categories;

• the net impact (positive or negative) of movements in: (i) current asset reserves (for example: receivables and inventories); (ii) provisions for risks and charges and (iii) provisions recorded in exceptional earnings;

• operating expenses related to actual expenditures for major fixed asset renovations;

• net gains and losses on the sale or abandonment of tangible or intangible assets;

• financial income net of financial charges, excluding charges related to bank card commissions;

• royalties and management fees payable to TWDC expensed for such Fiscal Year.

The Actual Performance Indicator will be calculated based upon the consolidated statement of income of the Group and the related supporting accounting records.

AMF means Autorité des Marchés Financiers, which is the financial institution supervising the French financial market;

CDC means the Caisse des Dépôts et Consignations; CDC Phase I Loans means the loans granted by the CDC to the Company and the Phase IA

Financing Company (ordinary loans and participating loans); Club refers to Euro Disney Shareholders' Club; Code refers to the Group's code of business conduct; Company means Euro Disney S.C.A.; COSO means Committee of Sponsoring Organizations of the Treadway

Commission; Credit Facility - Phase IA means the multi-currency loan agreement entered into on September 5,

1989 between the Company and the Phase IA Financing Company as borrowers and the banks and financial institutions involved, as modified by the amendments dated August 10, 1994 and March 17, 1995;

Credit Facility - Phase IB means the credit facility agreement entered into on March 25, 1991 between the banks and financial institutions, EDL Hôtels S.C.A. and the Phase IB Financing Companies, as modified by the amendments dated August 10, 1994, July 12, 1995, May 15, 1996 and May 16, 2003;

DD LLC means Disney Destination LLC; DEI means Disney Enterprises, Inc.;

GLOSSARY


Department means the department of Seine-et-Marne; Development Agreement means the agreement dated February 28, 1989 between the Company

and the Gérant, an indirect wholly-owned subsidiary of TWDC, whereby the Gérant provides and arranges for other subsidiaries of TWDC to provide EDA with a variety of technical and administrative services;

Development Plan means the program (as defined in the 2005 Restructuring agreement) to develop new theme park attractions, maintain and improve the existing asset base for a total amount of € 240 million;

Disneyland® Park means the first theme park of Disneyland® Paris which opened on April 12, 1992;

DSCR (Debt Service Coverage Ratio)

defined as the ratio of: the Group's Performance Indicator for a given Fiscal Year, less any royalties and management fees payable to affiliates of TWDC that are not deferred, less the amount of certain expenditures for major renovations and all other capital investments (excluding capitalized interest and the investments of the Development Plan), less any corporate income tax paid, plus certain financial investment income, to the Group's total debt service obligations;

EDA means Euro Disney Associés S.C.A.; EDL Participations means EDL Participations S.A.S.; EDLI means Euro Disneyland Imagineering S.A.R.L.; EDV means Euro Disney Vacances S.A.S.; EPA-France means the Public Establishment for the Development of fourth district

(Secteur IV) of the new town of Marne-La-Vallée; EPA-Marne means the Public Establishment for the Development of the new town

of Marne-La-Vallée; EURIBOR means the Euro Interbank Offered Rate; Financing Companies means the companies from which the Group leases an important part of

its assets, being the Phase IA Financing Company, the Phase IB Financing Companies, and Centre de Congrès Newport S.A.S.;

Fiscal Year means a fiscal year commencing on October 1 and terminating on September 30 each calendar year. For example, Fiscal Year 2009 ran from October 1, 2008 to September 30, 2009;

Forecast DSCR defined as the ratio of: the Group's Forecast Performance Indicator for a given Fiscal Year, less any royalties and management fees payable to affiliates of TWDC that are not deferred, less the amount of certain expenditures for major renovations and all other capital investments (excluding capitalized interest and the investments of the Development Plan), less the smaller amount of the financial income received or the financial income to be received, to the Group's total projected debt service obligations;

Forecast Performance Indicator defined as the Performance Indicator as forecasted. It corresponds to the lower of the Forecast Performance Indicator and the Actual Performance Indicator, plus 3%;

General Partner means EDL Participations S.A.S., an indirect wholly-owned subsidiary of TWDC;

Gérant means Euro Disney S.A.S., an indirect wholly-owned subsidiary of TWDC, the management company of the Company, EDA and EDL Hôtels S.C.A.;

Golf Course means the Golf Disneyland®, a 27-hole golf course; Group means the Company, its subsidiaries and the consolidated Financing

Companies;

GLOSSARY


Hotels means the following hotels operated by the Group: the Disneyland®

Hotel, the Disney's Hotel New York®, the Disney's Newport Bay Club® Hotel, the Disney's Sequoia Lodge®, the Disney's Cheyenne®

Hotel, the Disney's Hotel Santa Fe® and the Disney's Davy Crockett Ranch®;

IAS means International Accounting Standards; IASB means International Accounting Standards Board; IFRIC means International Financial Reporting Interpretations Committee; IFRS (International Financial Reporting Standards)

refers collectively to IAS, IFRS, SIC and IFRIC interpretations issued by the IASB;

Legally Controlled Group means the Company and its owned and controlled subsidiaries; Lenders means each of the banks, financial institutions and creditor companies

of EDA, EDL Hôtels S.C.A. or the Phase I Financing Companies; License Agreement means the agreement dated February 28, 1989 (as amended) between

TWDC and the Company, which provides EDA the right to use TWDC intellectual and industrial property;

LSF means Loi de Sécurité Financière, which is a law establishing new or enhanced standards for corporate governance;

Master Agreement means the agreement on the creation and the operation of Euro Disneyland in France dated March 24, 1987 made between the French Republic, certain other French public authorities and TWDC, as amended on July 12, 1988, July 5, 1991, December 30, 1994, May 15, 1997, September 29, 1999 and December 22, 2004;

Newport Bay Club Convention Center

Means the second convention center located adjacent to the Disney's Newport Bay Club® Hotel;

Opening Day means April 12, 1992, the opening day and commencement of operations of the Resort;

Partner Advances - Phase IA means the subordinated partner advances granted to the Phase IA Financing Company by its partners in accordance with the related agreement;

Partner Advances - Phase IB means the advances granted to the Phase IB Financing Companies by the partners of the Phase IB Financing Companies and certain other lenders in accordance with the related agreement;

Phase I Debt means the CDC Phase I Loans, the Credit Facilities – Phases IA and IB as well as the Partner Advances – Phases IA and IB;

Phase I Financing Companies means the Phase IA Financing Company and the Phase IB Financing Companies;

Phase IA Facilities means the Disneyland® Park, the Disneyland® Hotel, the Davy Crockett Ranch®, the Golf Course, infrastructure and support facilities;

Phase IA Financing Company means Euro Disneyland S.N.C., owner of the Disneyland Park and related land on which it is situated;

Phase IB Facilities means the Disney's Hotel New York®, the Disney's Sequoia Lodge®, the Disney's Newport Bay Club®, the Disney's Hotel Cheyenne®, the Disney's Hotel Santa Fe® and the Disney® Village;

Phase IB Financing Companies means the six special purpose companies established for the financing of Phase IB: Hotel New York Associés S.N.C., Newport Bay Club Associés S.N.C., Sequoia Lodge Associés S.N.C., Cheyenne Hotel Associés S.N.C., Hotel Santa Fe Associés S.N.C. and Centre de Divertissements Associés S.N.C.;

Pro-Forma Performance Indicator refers to the Actual Performance Indicator for a given Fiscal Year if modified (following the agreed contractual procedure) in the event of a change in accounting principles and rules from those used in preparing the consolidated financial statements for Fiscal Year 2003;

GLOSSARY


Processes means all of the internal control processes implemented by the Group to comply with the LSF and SOX;

Reference Performance Indicator means the Performance Indicator for a given Fiscal Year as agreed between the parties to the memorandum of agreement on the 2005 Restructuring entered into in September 2004 between the Company (acting on behalf of the Group), TWDC and the Lenders;

Resort means the Disneyland® Paris site located 32km east of Paris where the Group currently operates the Disneyland® Park, the Walt Disney Studios® Park, seven themed hotels, two convention centers, the Disney® Village and the Golf Course;

Reverse Stock Split refers to the implementation of a share consolidation through the attribution of one new share for each 100 old shares;

SEC means Securities and Exchange Commission, which is a United States government agency having primary responsibility for enforcing the federal securities laws and regulating the securities industry/stock market;

SIC means Standing Interpretations Committee; SOX refers to the Sarbanes-Oxley Act of 2002, which is a United States

federal securities law which established standards for all U.S. public company boards, management, and public accounting firms;

Theme Parks means the Disneyland Park and the Walt Disney Studios Park; TWDC means The Walt Disney Company; Walt Disney Studios Park means the second theme park of the Resort, which opened on

March 16, 2002; Walt Disney Studios Park Loans means the subordinated loans granted on September 30, 1999 by CDC

to the Company to finance part of the construction costs of the Walt Disney Studios Park;

1994 Financial Restructuring means the financial restructuring agreed and implemented in 1994 between the Company, TWDC, the Phase I Financing Companies and the Lenders;

2005 Restructuring means the legal and financial restructuring in 2005 including all the operations and agreements signed regarding this restructuring.

TABLES OF CORRESPONDENCE


TABLES OF CORRESPONDENCE This table sets out the cross-references between the headings provided by the Annex I of the European Regulation n°809/2004 and the section(s) of this Reference Document.

NO HEADINGS OF THE EUROPEAN REGULATION N°809/2004

SECTION(S) OF THE REGISTRATION DOCUMENT PAGE(S)

1 Persons Responsible 1.1 All persons responsible for the information given in the Registration Document C.5.1 178 1.2 A declaration by those responsible for the Registration Document C.5.1 178

2 Statutory Auditors 2.1 Names and addresses of the issuer's auditors C.5.3 179 2.2 Auditors having resigned, been removed or not been re-appointed during the period covered

by the historical financial information Not applicable

3 Selected Financial Information 3.1 Selected historical financial information A.1.3

B.1 8

32 3.2 Selected historical financial information for interim financial periods and comparative data

from the same periods in the prior financial year Not applicable

4 Risk Factors B.2 B.3 notes 3.2.2 and 20

64 to 69 92, 93,

116 to 1195 Information about the Issuer

5.1 History and development of the issuer 5.1.1 The legal and commercial name of the issuer C.1.1 143 5.1.2 The place of registration of the issuer and its registration number C.1.1 143 5.1.3 The date of incorporation and length of life of the issuer C.1.1 143 5.1.4 The domicile and legal form of the issuer, the legislation under which the issuer operates, its

country of incorporation, and address and telephone number of the registered office C.1.1 143

5.1.5 Important events in the development of the issuer's business A.3 21 to 25 5.2 Investments

5.2.1 A description of the issuer's principal investments for each financial year for the period covered by the historical financial information

B.2 39

5.2.2 A description of the issuer's principal investments that are in progress B.2 39 5.2.3 Information concerning the issuer's principal future investments on which its management

bodies have already made firm commitments B.2

39

6 Business Overview 6.1 Principal activities

6.1.1 A description of, and key factors relating to, the nature of the issuer's operations and its principal activities

A.1.3 8 to 15

6.1.2 An indication of any significant new products and/or services that have been introduced A.2.1 17 6.2 Principal markets A.2.2 19 6.3 Where the information provided pursuant to items 6.1. and 6.2. has been influenced by

exceptional factors, mention that fact Not applicable

6.4 Information regarding the extent to which the issuer is dependent on patents or licences, industrial, commercial or financial contracts or new manufacturing processes

A.3.2 A.4.1

22 to 25 26

6.5 The basis for any statements made by the issuer regarding its competitive position A.2.2 19 7 Organizational Structure A.1.2 7

7.1 A brief description of the group and the issuer's position within the group A.1.1 4 to 6 7.2 A list of the issuer's significant subsidiaries B.2

B.3 note 1 43 79

8 Property, Plants and Equipment B.1 32 8.1 Information regarding any existing or planned material tangible fixed assets, including

leased properties B.2 B.3 note 4

39 94, 95

8.2 A description of any environmental issues that may affect the issuer's utilization of the tangible fixed assets

B.2 61 to 63

9 Operating and Financial Review 9.1 A description of the issuer's financial condition, changes in financial condition and results of

operations for each year and interim period, for which historical financial information is required

B.2 36

9.2 Operating results B.2 37, 38 9.2.1 Information regarding significant factors, including unusual or infrequent events or new

developments, materially affecting the issuer's income from operations B.2 37, 38

9.2.2 Changes in net sales or revenues and narrative discussion of the reasons for such changes B.2 37,38





9.2.3 Information regarding any governmental, economic, fiscal, monetary or political factors that have materially affected, or could materially affect the issuer's operations

B.2 64 to 69

10 Capital Resources 10.1 Information concerning the issuer's capital resources (short and long term) B.2 40 to 42 10.2 Sources and amounts of the issuer's cash flows B.2 41, 42 10.3 Information on the borrowing requirements and funding structure of the issuer A.3.2

B.2 22 to 25

40 10.4 Information regarding any restrictions on the use of capital resources C.3.1 175 10.5 Information regarding any expected cash flow that will be necessary to finance items

mentioned in points 5.2.3 and 8.1 Non applicable

11 Research and Development, Patents and Licences Description of the issuer's research and development policies, including the amount spent on

issuer-sponsored research and development activities B.2 44

12 Trend Information 12.1 The most significant trends in production, sales and inventory, and costs and selling prices

since the end of the last financial year to the date of the Registration Document B.2 45

12.2 Information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the issuer's prospects for at least the current financial year

B.2 45

13 Profit Forecasts or Estimates 13.1 A statement setting out the principal assumptions upon which the issuer has based its

forecast or estimate Not applicable

13.2 A report prepared by independent accountants or auditors stating that, in the opinion of the independent accountants or auditors, the forecast or estimate has been properly compiled on the basis stated and that the basis of accounting used for the profit forecast or estimate is consistent with the accounting policies of the issuer

Not applicable

13.3 Profit forecast or estimates has been prepared on a consistent basis compared with historical financial information

Not applicable

13.4 Declaration that the profit forecast or estimates is still valid at the date of registration Not applicable 14 Administrative, Management, and Supervisory Bodies and Senior Management

14.1 Information on the activities, absence of convictions and positions of: a) members of the administrative, management or supervisory bodies; and b) general partner; and c) any senior manager who is relevant to establishing that the issuer has the appropriate expertise and experience for the management of the issuer's business

B.2 C.1.2

46 to 56 146 to 150

14.2 Administrative, management, and supervisory bodies and senior management conflicts of interest

B.2 C.1.2

46, 52, 56 147

Any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any person referred to in item 14.1 was selected as a member of the administrative, management or supervisory body or member of senior management

Not applicable

Details of any restrictions agreed by the persons referred to in item 14.1 on the disposal, within a certain period of time, of their holdings in the issuer's securities

B.2 C.1.2

47, 56 146, 148

15 Remuneration and Benefits for the Persons referred to in Item 14.1 15.1 The amount of remuneration paid and benefits in kind granted to such persons by the issuer

and its subsidiaries B.2 C.1.2

46, 53, 56 148 to 150

15.2 The total amounts set aside or accrued by the issuer or its subsidiaries to provide pension, retirement or similar benefits

B.2 C.1.2

46, 53, 56 148 to 150

16 Board Practices 16.1 Date of expiration of the current term of office of the administrative, management or

supervisory bodies' members B.2 C.1.2

47 148

16.2 Information about members of the administrative bodies' service contracts B.2 C.1.2

52, 56 148

16.3 Information about the issuer's audit committee and remuneration committee C.1.3 153 16.4 A statement as to whether or not the issuer complies with its country of incorporation

corporate governance regime C.1.3 157

17 Employees 17.1 Either the number of employees at the end of the period or the average for each financial

year for the period covered by the historical financial information and a breakdown of persons employed

B.2 B.3

57 121

17.2 Shareholding and stock options B.2 42, 44 With respect to each person referred to in item 14.1, information as to their share ownership

and any options over such shares in the issuer B.3 note 19

113 to 115

17.3 Description of any arrangements for involving employees in the capital of the issuer Not applicable





18 Major Shareholders C.2.4 18.1 Name of any person other than a member of the administrative, management or supervisory

bodies who, directly or indirectly, has an interest in the issuer's capital or voting rights which is notifiable under the issuer's national law

C.2.4 166

18.2 State whether the issuer's major shareholders have different voting rights Not applicable 18.3 State whether the issuer is owned or controlled and by whom as well as the measures in

place to ensure that such control is not abused B.2 C.1.3 C.2.4

67 158 166

18.4 A description of any arrangements the operation of which may at a subsequent date result in a change in control of the issuer

Not applicable

19 Related-Party Transactions A.4.1 B.2 B.3 note 18 B.7

26 to 30 42

111, 112 138

20 Financial Information concerning the Issuer's Assets and Liabilities, Financial Position and Profits and Losses

20.1 Historical Financial Information B.1 32 20.2 Pro forma financial information and description of the influence of the reorganization Not applicable 20.3 Financial statements (statutory and consolidated financial statements) B.5

B.3 124 to 134 73 to 121

20.4 Auditing of historical annual financial information 20.4.1 A statement that the historical financial information has been audited B.4

B.6 122, 123 135, 136

20.4.2 Indication of other information in the Registration Document which has been audited by the auditors

Not applicable

20.4.3 Where financial data in the Registration Document is not extracted from the issuer's audited financial statements, state the source of the data and state that the data is unaudited

Not applicable

20.5 Age of latest audited financial information September 30, 2009

Not applicable

20.6 Interim and other financial information Not applicable 20.7 Dividend policy C.2.7 169, 170 20.8 Legal and arbitration proceedings B.2 69 20.9 Significant change in the group's financial or trading position which has occurred since the

end of the last financial period Not applicable

21 Additional Information 21.1 Share capital

21.1.1 The amount of issued capital, the number of shares issued, the face value per share and a reconciliation of the number of shares outstanding at the beginning and end of the year

C.2.1 164

21.1.2 Shares not representing capital Not applicable 21.1.3 The number, book value and face value of shares in the issuer held by or on behalf of the

issuer or by its subsidiaries B.3 note 9 B.5 note 8 C.2.3

97 130 165

21.1.4 The amount of any convertible securities, exchangeable securities or securities with warrants

Not applicable

21.1.5 Information about and terms of any acquisition rights and/or obligations over authorized but unissued capital or an undertaking to increase the capital

Not applicable

21.1.6 Information about any capital of any member of the group which is under option or greed to be put under option

Not applicable

21.1.7 A history of share capital, highlighting any changes, for the period covered by the historical financial information

C.2.1 C.2.4

164 165, 166

21.2 Memorandum and articles of association 21.2.1 Issuer's objects and purposes C.1.1 144 21.2.2 A summary of any provisions of the issuer's articles of association, statutes, charter or

bylaws with respect to the members of the administrative, management or supervisory bodies

C.1.3 157, 158

21.2.3 A description of the rights, preferences and restrictions attaching to each class of the existing shares

C.1.1 C.2.4

144, 145 167

21.2.4 A description of what action is necessary to change the rights of holders of the shares Not applicable 21.2.5 A description of the conditions governing the manner in which annual general meetings

and extraordinary general meetings of shareholders are called C.1.1 145

21.2.6 A brief description of any provision of the issuer's articles of association, statutes, charter or bylaws that would have an effect of delaying, deferring or preventing a change in control of the issuer

C.1.3 157, 158





21.2.7 An indication of the articles of association, statutes, charter or bylaws provisions governing the ownership threshold above which shareholder ownership must be disclosed

C.2.4 166

21.2.8 A description of the conditions imposed by the memorandum and articles of association statutes, charter or bylaws governing changes in the capital, where such conditions are more stringent than is required by law

Not applicable

22 Material Contracts A.4 26 to 30 23 Third Party Information and Statement by Experts and Declarations of any Interest Not applicable 24 Documents on Display C.4 176, 177 25 Information on Holdings

Information relating to the undertakings in which the issuer holds a proportion of the capital likely to have a significant effect on the assessment of its own assets and liabilities, financial position or profits and losses

B.3 note 1 79



The annual financial report for Fiscal Year 2008, established pursuant to Article L. 451-1-2 of the Monetary and Financial Code and Article 222-3 of the Règlement général of the AMF is made up of the sections of the Reference Document identified in the table below: Sections of the Reference Document Page B.3 Consolidated Financial Statements 73 B.5 Company Financial Statements 124 B.2 Group and Parent Company Management Report 34 B.4 Statutory Auditors' Report on the Consolidated Financial Statements 122 B.6 Statutory Auditors' Report on the Financial Statements 135 C.5.1 Certification of the Person Responsible for the Annual Financial Report 178 C.5.3 Fees Payable to Statutory Auditors 180