Reference document - Euro Disney SCA - Disneyland® Paris

�� 

�� 

�� 

�� 

�� 

�� 

��

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 17, 2012. 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, 2011 6 

A.1.3. Operational Organization of the Group 7 

A.1.4. Geographical Situation of the Resort 14 

A.2. STRATEGY OF THE GROUP 15 

A.2.1. Strategic Overview 15 

A.2.2. Marketing and Sales Overview 16 

A.3. HISTORY AND DEVELOPMENT OF THE GROUP 19 

A.3.1. Development of the Resort and its Surrounding Areas 19 

A.3.2. Financing of the Resort’s Development 21 

A.4. SIGNIFICANT AGREEMENTS OF THE GROUP 24 

A.4.1. Significant Undertakings Related to the Resort’s Development 24 

A.4.2. Other Significant Operating Agreements 28 

B. ANNUAL FINANCIAL REPORT 29 

B.1. KEY CONSOLIDATED FINANCIAL DATA 30 

B.2. GROUP AND PARENT COMPANY MANAGEMENT REPORT 32 

B.3. CONSOLIDATED FINANCIAL STATEMENTS 70 

B.4. STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS 115 

B.5. COMPANY FINANCIAL STATEMENTS PREPARED UNDER FRENCH ACCOUNTING PRINCIPLES 117 

B.6. STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS 126 

B.7. STATUTORY AUDITORS’ SPECIAL REPORT ON RELATED-PARTY AGREEMENTS AND COMMITMENTS 128 

B.8. SUPERVISORY BOARD GENERAL REPORT ON EURO DISNEY S.C.A., ITS SUBSIDIARIES AND CONSOLIDATED ENTITIES 130 

B.9. EURO DISNEY S.C.A. SUPERVISORY BOARD SPECIAL REPORT ON RELATED-PARTY AGREEMENTS 133 

C. ADDITIONAL INFORMATION 134 

C.1. THE COMPANY AND ITS CORPORATE GOVERNANCE 135 

C.1.1. The Company 135 

C.1.2. The Company’s Corporate Governance Bodies 137 

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 142 

C.1.4. Statutory Auditors’ Report on the report prepared by the Chairman of the Supervisory Board 152 

C.2. INFORMATION CONCERNING THE SHARE CAPITAL OF THE COMPANY 154 

C.2.1. Amount and Changes to the Share Capital 154 

C.2.2. Reverse Stock Split 154 

C.2.3. Liquidity Contracts 154 

C.2.4. Breakdown of the Share Capital and Voting Rights 155 

C.2.5. Markets for the Securities of the Company 157 

C.2.6. Market Information 158 

C.2.7. Dividends 158 

C.3. INFORMATION CONCERNING THE GROUP’S FINANCIAL COVENANT OBLIGATIONS 159 

C.3.1. Performance Indicator 159 

C.3.2. Changes in Accounting Principles 163 

C.4. DOCUMENTS AVAILABLE TO THE PUBLIC 164 

C.4.1. Consultation of the Documents and Information related to the Company 164 

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 164 

C.5. RESPONSIBILITY FOR THIS REFERENCE DOCUMENT AND ANNUAL FINANCIAL REPORT 167 

C.5.1. Certification of the Person Responsible for this Reference Document and Annual Financial Report 167 

C.5.2. Person Responsible for the Information 167 

C.5.3. Statutory Auditors 168 

GLOSSARY 170 

TABLES OF CORRESPONDENCE 174 

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.

A. GENERAL OVERVIEW OF THE GROUP 

A 

A.1 

A.2 

A.3 

A.4 

Euro Disney S.C.A. - 2011 Reference Document 3

A 

4 

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”, has 

operated 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, comprised of shopping and restaurant facilities, and the Golf Disneyland ®, a 27-hole 

golf course (the “Golf Course”). The Group’s operating activities also include the development of the 2,230-hectare 

site, 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 concepts developed and used by The Walt Disney Company (“TWDC”) for its own 

theme park 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. “Significant Undertakings Related to the Resort’s 

Development”, sub-section “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, Disney’s Davy Crockett 

Ranch and the Golf Course. In addition, EDA 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 of EDA is Euro Disney S.A.S. 

EDL Hôtels S.C.A. 

EDL Hôtels S.C.A., a wholly-owned subsidiary of EDA, operates Disney’s Hotel New York ®, Disney’s Newport Bay 

Club ® , Disney’s Sequoia Lodge ® , Disney’s Hotel Cheyenne ® , Disney’s Hotel Santa Fe ® 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. 

Euro Disney S.C.A. - 2011 Reference Document

Financing Companies 



The Financing Companies described below are not owned by the Legally Controlled Group but are included in the 

consolidated financial statements under International Financial Reporting Standards (“IFRS 1 ”) (see section B.3. 

“Consolidated Financial Statements”, note 3.1.1. “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. “History and 

Development of the Group” 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 66% of the outstanding 

indebtedness due under the Phase IA Credit Facility 2). 

The legal structure of the Phase IA Financing Company enabled its partners to benefit from French tax losses 

generated by this company. These tax benefits were limited to € 304.9 million and were generated from calendar 

years 1989 to 1992 due to interest charges during the construction period and depreciation expenses. In return for 

these corresponding benefits, 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. 

Phase IB Financing Companies 

The six special-purpose companies 3 (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. “History and Development of the Group” 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 legal structures of the Phase IB Financing Companies enabled their partners to benefit from French tax losses 

generated by these companies. These tax benefits were limited to € 78.0 million and were generated in calendar 

years 1991 and 1992 due to interest charges during the construction period and depreciation expenses. In return 

for the corresponding benefits, 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. 

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. “Consolidated Financial Statements”, note 12.2. “Credit Facility – Phase IA” for more details. 

3 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 the Disney Village, respectively. 

A 

A.1 

A.2 

A.3 

A.4 


A 

6 



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. 

A.1.2. Simplified Ownership Structure of the Group as of September 30, 2011 

T 

W 

D 

C 

99.9% 

100% 

100% 

100% 

100% 

100% 

EDL 

Participations 

S.A.S. 

100% 

EDL 

Holding 

Company 

LLC 

Euro 

Disney 

S.A.S. 



Investments 

S.A.S. 

EDL 

Corporation 

S.A.S. 

Centre 

de Congrès 

Newport 

S.A.S 


Disneyland 

Participations 

S.A.S 

39.8% 

9% 

Shareholders 

and 

General 

Partners 

9% 

17% 

60.2% 



S.C.A. 

Lease contract 

(Newport Bay 

Club Convention 

Center) 

100% 



Commandité 

S.A.S. 



Associés 

S.C.A. 

EDL 

Hôtels 

S.C.A. 

EDL 

Services 

S.A.S. 

99.99% 

Public shareholders* 

82% 

Lease 

contract 

(Disneyland 

Park) 

100% 

Lease 

contracts 

of 

Phase IB 

facilities 

Phase IA 

other 

partners 

83% 



S.N.C. 

Owns 


Park 

Phase IB 

partner 

100% 

Phase IB 

fi nancing 

companies 

own the 

phase IB 

facilities 

EURO DISNEY 

CONSOLIDATED 

GROUP OPERATES 

Walt Disney Studios ® Park 

Disneyland ® Disneyland 

Hotel 

Disney’s Davy Crockett Ranch 

® Park 

Disney’s Hotel New York ® 

Disney’s Newport Bay Club ® 

Disney’s Sequoia Lodge ® 

Disney’s Hotel Cheyenne ® 

Disney’s Hotel Santa Fe ® 

Golf Disneyland ® 

Disney Village ® 

Newport Bay Club Convention Center 

Legend: 

Ownership/ 

Shareholders 

General Partner 

Gérant 

*Including Kingdom 5-KR-134 Ltd & Kingdom 5-KR-11 Ltd 

(Prince Alwaleed), 10.0% 

See section B.3. “Consolidated Financial Statements”, note 1.1. “Structure of the Group” for a comprehensive 

schedule of entities comprising the Group and section C.2.4. “Breakdown of the Share Capital and Voting Rights” 

for more details on the shareholding composition of the Company. 


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, 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 and 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) 2011 2010 2009 

Key Components of Operating Results: 

Total Group revenues 

Resort operating segment 1,275.2 1,215.2 1,212.1 

Real estate development operating segment 22.5 59.8 17.9 

Total Group costs and expenses 

1,297.7 1,275.0 1,230.0 

Resort operating segment (1,274.0) (1,207.6) (1,194.8) 

Real estate development operating segment (12.2) (33.3) (8.8) 

Total Group net (loss) / profit 

(1,286.2) (1,240.9) (1,203.6) 

Resort operating segment (74.0) (71.5) (72.0) 

Real estate development operating segment 10.1 26.3 9.0 

Key Operating Indicators: 

Theme Parks 

(63.9) (45.2) (63.0) 

Attendance (in millions of guests) (1) 15.6 15.0 15.4 

Average spending per guest (in €) (2) Hotels 

46.23 45.30 44.22 

Occupancy rate (3) 87.1% 85.4% 87.3% 

Average spending per room (in €) (4) 219.74 209.78 201.24 

(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 occupied 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 2011, Theme Parks revenues increased 6% to € 724.3 million from € 685.3 million in the prior-year, 

due to a 4% increase in attendance, combined with a 2% increase in average spending per guest (see section B.2. 

“Group and Parent Company Management Report” 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). 

A 

A.1 

A.2 

A.3 

A.4 


A 

8 



The Theme Parks are operated on a year-round basis. Due to the nature of the business, operations are subject to 

seasonal fluctuations and to significant fluctuations between weekdays and weekends, especially in off-peak seasons. 

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, especially for the 

Theme Parks (see section A.4.1. “Significant Undertakings Related to the Resort’s Development”, sub-section 

“License Agreement” and section B.2. “Group and Parent Company Management Report”, sub-section “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 20 th 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 40 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 17 th century; Phantom Manor, a haunted Victorian 

mansion; it’s a small world, an exhibition of animated dolls from around the world, dressed in their national costumes; 

Buzz Lightyear Laser Blast, an interactive adventure ride featuring Buzz Lightyear and characters inspired by the 

Disney/Pixar franchise, Toy Story; andCaptain EO, a 3D musical experience starring the late Michael Jackson. 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. 

On October 8, 2011, the Group opened Princess Pavilion, a brand new location in the Disneyland Park, where 

families can now enjoy a magical moment in the company of a Disney Princess. This dedicated location allows guests 

the opportunity to share both time and memories with iconic characters from some of Disney’s most popular 

animated films. 

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, such as Disney’s Once Upon a Dream 

Parade, and firework displays. 

In addition to the permanent Disneyland Park attractions, live stage shows and parades, the appearance of Disney 

characters and their interaction with guests are an important aspect of the entertainment provided in the 

Disneyland Park. There are also numerous seasonal events throughout the year including Disney’s Halloween Festival 

in October and Disney Enchanted Christmas in December and early January. 

The Disneyland Park 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. 

There are 30 restaurants and multiple food carts and kiosks located throughout the Disneyland Park. Restaurants 

are themed both in decoration and menu, based upon their location. For instance, at Cinderella’s Royal Inn in 

Fantasyland, guests are greeted by Disney’s princesses while the famous pirate Jack Sparrow meets guests at the Blue 

Lagoon Restaurant in Adventureland. The Disneyland Park offers a wide variety of dining experiences including 

quick service, cafeteria-style, table service and sophisticated French cuisine. Carts and kiosks offer fast food, a variety 

of snacks and sweets and/or drinks. 




A wide range of Disney-themed goods are also available to the guests in 36 boutiques as well as multiple mobile carts 

located throughout the Disneyland ® Park. The product mix is continuously 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 events or movies, such as Disney Magical 

Moments Festival, the opening of Toy Story Playland or the theatrical release of Tangled, are leveraged by targeted 

merchandise offers. Other innovative merchandising options include photo locations at certain attractions, 

including Big Thunder Mountain, Space Mountain ®: Mission 2 and Buzz Lightyear Laser Blast, offering guests the 

opportunity to purchase photos taken of them during their ride. 

Walt Disney Studios ® Park 

The Walt Disney Studios ® Park opened to the public on March 16, 2002 and covers approximately 25 hectares. In 

the Walt Disney Studios Park, guests discover the worlds of entertainment and meet their favorite stars. On-camera 

action and backstage secrets of film, television, music and more come to life through attractions and entertainment 

experiences. 

The Walt Disney Studios Park is located in walking distance from the Disneyland Park and the Disney Village ®. 

Guests access the Walt Disney Studios Park through a 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 

ticketing and guest welcome services are located. 

The Walt Disney Studios Park includes 17 attractions, several of which were specifically developed for this park. 

Examples include: Crush’s Coaster ®, a family roller coaster ride that takes 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 stunt 

professionals, in front of an audience of up to 3,200 guests, simulate the filming of an action scene involving car and 

motorcycle chases plus other special effects; CinéMagique, a tribute show to the classics of international cinema; 

Armageddon Special Effects, a look into the world of film special effects while onboard a spaceship caught in a 

simulated meteorite shower; and Animagique ® , featuring some of the memorable moments of more than eight 

decades of Disney animation. 

The Walt Disney Studios Park also features versions of attractions from Disney’s Hollywood Studios TM, a park at the 

Walt Disney World ® Resort in Florida, such as The Twilight Zone Tower of Terror TM1, a simulated free fall; Rock’n’Roller 

Coaster, a roller coaster ride themed to the music of Aerosmith and a visit to a music recording studio; Playhouse 

Disney Live on Stage!, which provides the opportunity for guests to interact with their favorite characters from Disney 

Channel programs; 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 addition, Toy Story Playland, based on the Disney/Pixar Toy Story franchise includes three attractions: Toy Soldiers 

Parachute Drop, simulating a parachute drop with Andy’s Green Army Men; Slinky Dog Zig Zag Spin 2, a racetrack 

attraction; and RC Racer, a 25-meter half-pipe race circuit. 

The Walt Disney Studios Park also includes Disney’s Stars ‘n’ Cars Parade, a procession featuring Disney characters and 

themed 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 ®. 

There are nine boutiques, four restaurants and multiple food carts and kiosks located throughout the Walt Disney 

Studios Park. 

Hotels and Disney Village ® 

In Fiscal Year 2011, Hotels and Disney Village operating revenues increased 7% to € 513.2 million from 

€ 480.2 million in the prior-year, due to a 5% increase in average spending per room, combined with a 

1.7 percentage point increase in hotel occupancy. See section B.2. “Group and Parent Company Management 

Report” for more information. 

1 Inspired by The Twilight Zone ®, a registered trademark of CBS, Inc. All rights reserved. 

2 Slinky ® Dog is a registered trademark of Poof-Slinky, Inc. All rights reserved. 

A 

A.1 

A.2 

A.3 

A.4 


A 

10 



Hotels and Disney Village ® operating revenues include room rentals, food and beverage sales, merchandise sales, 

conventions, dinner shows and fixed and variable rent received from third-party partners operating within the 

Resort. The Hotels and Disney Village operate on a year-round basis and, due to the nature of the business, are 

subject to the same seasonal fluctuations as the Theme Parks. 

Hotels 

The Group operates seven Hotels at the Resort: the Disneyland ® Hotel, 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’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 Disney’s Hotel New York are positioned as deluxe hotels 

offering service equivalent to that of the best hotels in Paris. Disney’s Newport Bay Club and Disney’s Sequoia Lodge 

are positioned as “first-class” hotels, while Disney’s Hotel Cheyenne and Disney’s Hotel Santa Fe are designed as 

“moderately-priced” hotels. Disney’s Davy Crockett Ranch campground is comprised of individual bungalows with 

private kitchens, sports and leisure facilities including a treetop adventure trail, and a retail shop. 

Disneyland ® Paris hosts approximately 1,000 events annually, including meetings, conferences and exhibitions. 

There are convention centers at Disney’s Hotel New York and Disney’s Newport Bay Club. These convention centers 

and other areas in the Resort provide 23,500 m² of meeting facilities, including three conference halls, 95 meeting 

rooms and a 6,500 m² event venue for up to 4,000 persons 

Hotel amenities also include 12 restaurants, ten cafés/bars, eight boutiques, the Golf Course, five 

swimming pools, four fitness centers, a spa, four saunas, four hammams, a solarium and an outdoor 

ice-skating rink. 

In order to facilitate access to the Resort, guests are provided with transportation between the Hotels (except 

Disney’s Davy Crockett Ranch) and the TGV 1 /RER 2 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 onboard 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. This entertainment includes Disney character dining as 

well as character meet-and-greets in the lobbies and live music in the bars of certain Hotels. Activity corners have 

also been set up where children can take part in various activities while allowing their parents additional leisure 

time. 

The Group attempts to reduce the seasonality of operations through events, such as Disney’s Halloween Festival and 

the Disney Enchanted Christmas, or targeted offers which may include attractive transportation prices. The Group has 

also differentiated its Hotels from its competitors by developing exclusive offers for its guests, such as Disney 

characters breakfasts and extended Theme Parks opening hours. The Group differentiates pricing at its Hotels 

according to the season and the level of demand with a focus on maximizing total revenues. 

In addition to the seven Resort Hotels described above, several third-party hotels have signed marketing and/or 

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 3 stars March 03 390 

Hotel Kyriad 3 stars March 03 300 

Adagio City Aparthotel Val d’Europe 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 Blu Hotel 4 stars December 05 250 

Total 2,378 

1 TGV corresponds to the “Train à grande vitesse”. 

2 RER corresponds to the “Réseau express régional”. 




These hotels benefit from transport shuttles to and from the Resort as well as free parking for some of the guests of 

these hotels, 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 the Other revenues of the Resort operating segment. 

The Disney Village ® 

The Disney Village ® is the largest entertainment center of the Ile-de-France region excluding Paris, and consists of 

approximately 46,000 m² of themed dining, entertainment and shopping facilities. It is a free-entrance venue 

situated next to the Marne-La-Vallée/Chessy TGV/RER train station and between the Theme Parks and the Hotels. 

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 two themed bars with music; 11 themed restaurants, including Café 

Mickey, Planet Hollywood ®, Rainforest Cafe ®, Annette’s Diner, McDonald’s ®, King Ludwig’s Castle, Starbucks 

Coffee and Earl of Sandwich ® which opened on June 1, 2011; nine boutiques and a 15-screen multiplex Gaumont 

cinema with one of the largest screens in Europe. In addition, the Group started the construction of a new 

boutique, World of Disney, for a scheduled opening in June 2012. 

The Group manages certain facilities in the Disney Village, such as the Buffalo Bill’s Wild West Show, merchandise 

boutiques and bars. Four restaurants were managed on behalf of the Group by Groupe Flo, a French catering 

company until September 30, 2011: Café Mickey, The Steakhouse, Annette’s Diner and New York Style Sandwiches. 

On October 1, 2011, the Group resumed direct management of these restaurants. The remaining facilities are 

managed by third parties. 

The Disney Village is subject to the same seasonal fluctuations of the Theme Parks and Hotels operations. 

Real Estate Development Operating Segment 

In Fiscal Year 2011, real estate development revenues decreased by € 37.3 million to € 22.5 million from 

€ 59.8 million in the prior year. This decrease was due to the prior-year € 47 million sale of the property on which 

the Val d’Europe mall is located, partly offset by a greater number of transactions closed during Fiscal Year 2011. 

See section B.2. “Group and Parent Company Management Report” for more information. 

On September 14, 2010, the Group signed an amendment (the “Amendment”) to the agreement entered into with 

TWDC, the French Republic and certain other French public authorities for the creation and the operation of the 

Resort (the “Main Agreement”). The Amendment notably increased the site area from 1,943 hectares to 

2,230 hectares and extended the duration of the Main Agreement from 2017 to 2030. See section A.3. “History and 

Development of the Group” for more details. 

The Group’s real estate development activities include the planning and development of the 2,230-hectare site 

including and surrounding the Resort, in accordance with the Main Agreement. Development activities include the 

planning, design and monitoring of improvements and additions to the existing Resort, as well as other commercial 

and residential real estate projects to be located within or surrounding the Resort, whether financed internally or 

through third-party partners. 

Before beginning any new development phase, the Group must provide the Public Development Department 

(Etablissement Public d’Aménagement or “EPA”) of the fourth district of the new town of Marne-La-Vallée (“EPA- 

France”) and several other French public authorities with a proposal of the projects for approval. On the basis of 

this proposal, the Group and the authorities involved work on detailed development programs. See section A.3.1. 

“Development of the Resort and its Surrounding Areas” for more details on the different development phases. 

The Group’s principal real estate development revenues are derived from the sale or lease of the land purchased 

pursuant to the Main Agreement and related infrastructure, ground lease income from third-party developers and 

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 from the local 

market. 

A 

A.1 

A.2 

A.3 

A.4 


A 

12 



Land Rights 

The Main 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 from EPA-France. These land acquisition rights are not 

recorded as an asset in the Group’s consolidated financial statements until the land is purchased. The cost of 

infrastructure that is required to be constructed by EPA-France and French public authorities in order to make the 

land viable for use is included in the purchase price for the land. 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 on December 31, 2020) which if not met or amended, could result in the expiration of part 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 by March 2030 will expire (See section A.3. “History 

and development of the Group” for more details). As of September 30, 2011, 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 or are allocated to the cost of 

land purchased by the Group. Unallocated EPA-France fees of € 13.2 million are recorded in Property, plant and 

equipment as of September 30, 2011. 

Residential Development 

The Group sells land and certain related infrastructure to third-party residential developers working on projects in 

the areas surrounding the Resort. 

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 the purchased land 

and certain infrastructure necessary to realize the projects to selected developers. The Group does not anticipate 

significant changes in its role in future residential development projects. 

Pursuant to the Amendment (see section A.3. “History and development of the Group”), the Group agreed to 

contribute to the construction of new public infrastructure for residential housing development projects through 

the payment to EPA-France of a fixed amount per housing unit sold. 

Retail Development 

The Group also participates in the development of the Val d’Europe town center, which, in addition to residential 

developments, also includes retail and commercial developments. 

The retail development has always been financed by third parties. The Group’s role is limited to overseeing the 

master planning and architectural design of each development, validating the concept, and renting or selling the 

purchased land and certain infrastructure necessary to realize the projects to selected developers. The Group does 

not anticipate significant changes in its role for future retail development projects. 

Hotel Capacity Development 

Certain projects are under consideration for the creation of additional hotels. These projects would be designed to 

create additional hotel room capacity, either as an additional Disney-hotel or as a third-party hotel. 


Office and Other Activities Development 



The Group participates in the development of an international business park strategically positioned near the A4 

motorway, which upon completion, is expected to comprise an area of 117 hectares, of which 40 hectares are 

related to the second phase of development (see section A.3.1. “Development of the Resort and its Surrounding 

Areas”). The office development is financed by third parties. As of September 30, 2011, 36 hectares have been 

developed, of which 29 hectares were with Goodman International, a leading European developer of business parks. 

The Group also participates in office developments located in the Val d’Europe town center. 

Les Villages Nature de Val d’Europe Project 

The Amendment allows the Group to develop Les Villages Nature de Val d’Europe (“Villages Nature”), an innovative 

eco-tourism project based on the concept of harmony between man and nature. This project will be developed in 

partnership with Groupe Pierre & Vacances Center Parcs. 

Villages Nature is a resort concept designed to appeal to European consumers, offering them a unique experience 

based on connecting with nature. As a short and medium-break vacation destination, Villages Nature will provide a 

relaxing and immersive experience in the heart of nature – with 90% of the resort retained as green space. The 

destination will offer a number of recreational and learning activities that will inspire future generations to value 

conservation. 

Villages Nature will constitute, in its design as well as in its operations, a unique model of sustainable development 

for tourism. This project, which could span up to 500 hectares and be developed over a 20-year timeframe, will be 

launched depending on market conditions. The first phase would be comprised of 175 hectares and could open in 

2015. For additional information, see the press release published on November 24, 2010, which is available on the 

Company’s website (http://corporate.disneylandparis.com). 

A 

A.1 

A.2 

A.3 

A.4 


A 

14 



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, including: 

• two suburban rail stations on the line A of the RER: the Marne-La-Vallée/Chessy station, located at the 

entrance of the Theme Parks, and the Val d’Europe station which permits direct access to the residential and 

commercial areas of Val d’Europe; 

• 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 Marne-La-Vallée/Chessy high-speed train station located on the Resort, which is one of the most active in 

France and the largest high-speed rail interchanges in the country. This station provides service to most of the 

large French regional centers, as well as the United Kingdom, Belgium, Germany and Switzerland and is 

served by Eurostar and TGV. 

The strategic geographical location allows access to a market of approximately 300 million potential guests within 

two hours travel from the Resort. 

According to internal research conducted in 2011, approximately 57% of the guests traveled to the Resort by car, 

29% by plane or train and 14% by other transportation (mainly RER and buses). 


A.2. STRATEGY OF THE GROUP 

A.2.1. Strategic Overview 

Disneyland ® Paris is the leading European vacation destination. 


Strategy of the Group 

Theme Parks attendance for Fiscal Year 2011 increased 4% to 15.6 million compared to Fiscal Year 2010, while 

Hotels occupancy increased by 1.7 percentage point compared to Fiscal Year 2010 to 87.1% in Fiscal Year 2011. See 

section B.2. “Group and Parent Company Management Report” for more information. 

Fiscal Year 2011 was again marked by a challenging economic environment, especially in the second semester as the 

European sovereign debt crisis and concerns for the Euro negatively impacted consumer confidence and demand 

from long-haul markets for Disneyland Paris. The Group continues to monitor how conditions evolve in each of its 

key markets, and will continue to respond to changes by adjusting its sales and marketing efforts. The Group 

maintained its focus on its long-term development strategy, while implementing near-term actions to partially 

mitigate the economic downturn. 

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 are 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 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 regularly adding new attractions and 

entertainment. Some of the latest additions include the three Toy Story Playland 1 attractions in Fiscal Year 2010 

and Playhouse Disney Live on Stage! in Fiscal Year 2009. These attractions and new entertainment offerings such 

as Mickey’s Magical Celebration, the Disney Dance Express and Aladdin’s Magic Lamp, are designed to add to the 

appeal and capacity of Disneyland Paris, further enhancing the core guest experience to drive revenue 

growth. The Group also continues to drive guest satisfaction through increased attraction availability, reduced 

wait times, improved food and beverage offerings and innovative merchandise selection. In Fiscal Year 2011, 

the Group invested further in the guest experience. Recent investments include a refurbishment of the 

Sleeping Beauty Castle in the Disneyland Park ® and the construction of Princess Pavilion in Fantasyland, a 

dedicated space for guests to have a photograph taken with a Disney Princess. 

• 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 offering 

exclusive events to its Hotels guests. The Group further differentiates its Hotels by developing unique services 

for its “onsite” guests, such as extended Theme Park opening hours. Entertainment, including opportunities 

to dine and be photographed with Disney characters, is also an integral part of the Hotel services. The Group 

also started a multi-year program to refurbish each of its 5,800 hotel rooms. Under this program, the Group 

completed the refurbishment of more than 500 rooms at Disney’s Sequoia Lodge ® and 166 bungalows in the 

Disney’s Davy Crockett Ranch in Fiscal Year 2011. 

• Differentiate marketing and sales efforts for the Group’s core markets 

The Group has implemented separate marketing and sales efforts designed to encourage attendance by 

further penetrating the Group’s existing markets. Dedicated teams support these efforts in the Group’s seven 

major markets, which are comprised of France, the United Kingdom, Spain, Belgium, Netherlands, Italy and 

Germany. The marketing efforts primarily focus on Disney families in core identified European markets, and 

target both first-time and repeat visitors while encouraging longer stays for certain of the Group’s markets. 

Magic, excitement and sharing special moments with children remain at the heart of the Group’s consumer 

communications. 

1 Inspired by the Disney/Pixar franchise, Toy Story. 

A 

A.1 

A.2 

A.3 

A.4 


A 

16 



• Develop the own home, Paris tourist and Disney destination markets 

In line with the Group’s efforts to increase the return on investment from its marketing and sales activities, 

specific approaches have been developed 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 carefully chooses the channels and partners that would best serve 

guests and aligns its reward and support structures to these choices. The Group has also increased sales 

directly to consumers over the years, via higher investment in consumer direct operations and its 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 each distribution 

channel. 

• Enhance the price-value perception and reduce the affordability barrier 

The Group has implemented various strategies in order to enhance the perceived value relative to Resort 

pricing 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. 

The Group’s pricing strategies are regularly adapted for changes to the economic environment. 

• 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 both the training necessary to deliver excellent guest service and the opportunity to develop 

themselves 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 benefits. The Group also 

works with its trade unions to allow for greater flexibility to match staffing to guest needs and to best manage 

costs against the inherent seasonality of demand. 

• Development and management of the 2,230-hectare site 

The Group’s other primary business activity is the development of the 2,230-hectare site, within the terms set 

out in the Amendment (See section A.3. “History and development of the Group” for more details). The 

Group’s strategy is to increase the value of this land and the overall site as well as to protect the tourist 

destination environment 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 economic activity. The urban site currently hosts 

28,000 inhabitants and 25,000 jobs and, as per the Main Agreement as amended, could ultimately host up to 

60,000 inhabitants and almost as many jobs. 

The Amendment also allows the Group to develop, in partnership with Groupe Pierre & Vacances Center 

Parcs, Villages Nature, an innovative eco-tourism project. This project is expected to be developed in phases 

over the duration of the Main Agreement (see section A.1.3. “Operational Organization of the Group – Real 

Estate Development Operating Segment” for more details). 

A.2.2. Marketing and Sales Overview 

Target Markets 

The Group has seven major markets comprised of France, the United Kingdom, Spain, Belgium, Netherlands, 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 countries, and the segments 

within, is impacted by a variety of strategic decisions including identifying those with maximum potential or which would 

best respond to the Group’s marketing and sales efforts. These efforts include strategic pricing and package offers, 

keeping in mind the various holiday and vacation timing of the individual markets. 




Based on internal surveys of the Group’s guests, during the past three Fiscal Years the geographical breakdown of 

Theme Parks attendance is as follows: 

2011 2010 2009 

France 49% 49% 47% 

United Kingdom 13% 13% 16% 

Spain 9% 9% 9% 

Belgium 6% 6% 6% 

Netherlands 6% 7% 7% 

Italy 4% 4% 4% 

Germany 2% 3% 3% 

Rest of the World 11% 9% 8% 

Total 100% 100% 100% 

Means of Distribution 

The Group’s products are distributed either individually or packaged together. Packages may include some or all of 

a guest’s lodging, Theme Parks access, dining and transportation. 

Theme Parks tickets are sold at the entrance to the parks and 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. The Group benefits from a commercial presence in Paris, 

London, Amsterdam, Brussels, Madrid, Milan and Munich. 

The Group has entered into several agreements with Disney Destinations LLC (“DD LLC”), an indirect, wholly 

owned subsidiary of TWDC, to develop sales and distribution synergies covering all of the Walt Disney Parks and 

Resort destinations in the world and for the provision of certain call center services. DD LLC provides call center 

services for at least 75% of calls from the United Kingdom and, potentially, for all calls from English speaking 

European Union residents (see section A.4.1. “Significant Undertakings Related to the Resort’s Development”, 

sub-section “Undertakings for Other Services”). 

In addition, the Group operates a call center at the Resort to directly handle individual guest and travel agency 

inquiries. The Group’s call centers receive an average of approximately 4,500 calls per day from all over Europe. 

The Group’s website is available in 15 languages and receives an average of approximately 105,000 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. Several online tools have been implemented in order to facilitate the booking 

process and access information about the Resort. 

In November 2010, the Group launched an application for iPhone, which received an E-Marketing award for Best 

Mobile Application in January 2011. This free of charge application displays attractions expected waiting times and 

helps guests optimize their visit, offering them a multitude of advice to help their on-site organization. 

Travel Alliances 

The Group has several unique travel alliance partners. These partners include Air France-KLM, SNCF, Eurostar and 

RATP 1 and help ensure long-term accessibility to the Resort. Agreements with these partners provide carriers with 

the right to use the Disneyland ® Paris name and logo in their advertising campaigns, and certain partners with the 

right to offer joint tour packages. In return, the Group has the right to provide airline or train tickets in its packages 

to its visitors. 

1 RATP refers to the Suburban Paris Transportation Authority. 

A 

A.1 

A.2 

A.3 

A.4 


A 

18 



Competition 

The Group’s Theme Parks activity competes with other European theme parks. Between Fiscal Years 2006 and 2011, 

Theme Parks attendance grew by approximately 21%. The ten largest European theme parks attracted 

approximately 46.5 million guests in calendar year 2010, as follows: 

Attendance 

(in million of guests) 

Theme parks in Europe Location 2010 2009 

Disneyland ® Paris (Fiscal Year ended September 30) (1) France 15.0 15.4 

Blackpool Pleasure Beach (2) United Kingdom 5.6 n/a 

Europa Park Germany 4.2 4.3 

De Efteling (1) Netherlands 4.0 4.0 

Tivoli Gardens Denmark 3.8 3.9 

Port Aventura Spain 3.0 3.0 

Gardaland Italy 2.9 2.9 

Liseberg Sweden 2.9 3.1 

Alton Towers United Kingdom 2.6 2.7 

Bakken Denmark 2.5 2.6 

Total 46.5 41.9 

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

(1) In the table above, only Disneyland Paris and De Efteling are open on a year-round basis, while the other theme parks listed operate seasonally. 

(2) Since mid 2009, Blackpool Pleasure Beach charges £5 admission fee for a basic access to the pier (some shows and dinners). Guests must pay for 

a specific ticket to get an access to attractions. As a free admission park, it was not included in the European theme parks classification in 2009. 

In addition, the Group also competes for guests throughout the year with other kinds of family entertainment 

alternatives. These include trips to other European and international holiday destinations (including ski and seaside 

resorts) and other leisure and entertainment activities or purchases. The Group’s Hotels activity competes with 

other hotels and convention centers in the Paris region and all over Europe. 


A.3. HISTORY AND DEVELOPMENT OF THE GROUP 


History and Development of the Group 

On March 24, 1987, TWDC entered into the Main Agreement with the French Republic, the Region of 

Ile-de-France, the department of Seine-et-Marne (the “Department”), the EPA-Marne 1 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 entities became parties to the 

Main Agreement after its signature by the original parties mentioned above. In 1988, the EPA-France, which has 

responsibility with the Group for the development of the Resort, was created by the French authorities pursuant to 

the Main Agreement, and became a party thereto. 

On September 14, 2010, the Group signed the Amendment to the Main Agreement that allows the Group: 

• to continue to pursue the development of the tourist destination for hotel and theme park activity, including 

notably the right to build a third park in the long-term thereby continuing to enhance the attractiveness of 

Disneyland ® Paris and reflecting its support of France as a leader in tourism; 

• to continue to pursue the urban development of Val d’Europe with public parties to facilitate a rebalancing of 

economic growth and job creation in the eastern part of the Ile-de-France region; 

• to develop Les Villages Nature de Val d’Europe, a new tourism project based on sustainable development, with 

Groupe Pierre & Vacances Center Parcs (see section A.1.3. “Operational Organization of the Group – Real 

Estate Development Operating Segment”); 

• to benefit from updated land entitlements that will allow for a more relevant urban development of Val 

d’Europe. 

To facilitate the future growth outlined by the Amendment, the perimeter of the Main Agreement has been 

modified from 1,943 to 2,230 hectares. Similarly, the parties have agreed to change the end date of the Main 

Agreement from 2017 to 2030. 

The Amendment establishes certain key principles for a balanced and sustainable development and commits the 

Public Parties to certain improvements and additional infrastructure in terms of road access and public 

transportation both within the land covered by the Main Agreement and elsewhere in Seine-et-Marne. 

The Main 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 Main Agreement, as amended, sets out a master plan for the development of the land and a general program 

defining the type and size of facilities that the Group has the right to develop, subject to certain conditions, over a 

period ending no earlier than 2030 (see section A.1.3. “Operational Organization of the Group”, sub-section “Real 

Estate Development Operating Segment – Land Rights” for more details). 

The Group partners with private and public entities to ensure adherence to the Main 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. “Operational Organization of the Group”, sub-section “Real 

Estate Development Operating Segment – Land Rights” for more details). 

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

A 

A.1 

A.2 

A.3 

A.4 


A 

20 



Development of the Resort 

The first phase of the Resort development, excluding the Walt Disney Studios ® Park, was developed over time in 

three distinct sub-phases. 

Phase IA 

Phase IA, spanning from 1989 to 1992, corresponds to the development of the Disneyland ® Park, the Disneyland ® 

Hotel, Disney’s Davy Crocket Ranch, the Golf Course and the related infrastructure and support facilities, defined as 

the “Phase IA Facilities”. 

Phase IB 

Phase IB, spanning from 1989 to 1992, corresponds to the development of five theme hotels, Disney’s Hotel New 

York ® Convention Center and the Disney Village ®, defined as the “Phase IB Facilities”. 

Phase IC 

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 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 creditors (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 125,000 m² of retail space. On June 28, 2010, the Group sold the property underlying the Mall to 

Klépierre and its partner Axa. This property had previously been subject to a long-term ground lease between the 

Group and these buyers. The Group also participates in the development of the Val d’Europe town center, which 

currently includes residential, retail, resort and commercial developments. 

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 strategically 

positioned near the A4 motorway, which upon completion is expected to comprise an area of 40 hectares. 

A third 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 addition, a fourth phase of development is currently under negotiation, in accordance with the Main Agreement. 

This new phase will allow the Group to start new developments such as: 

• the development of Villages Nature, in partnership with Groupe Pierre & Vacances Center Parcs (see 

section A.1.3. “Operational Organization of the Group”, sub-section “Real estate development operating 

segment”); 

• the development of new public facilities such as additional schools, a university, cultural facilities, as well as 

the extension of the Val d’Europe bus station; 

• the development of the Val d’Europe and Resort access infrastructure; 

• residential developments in the area surrounding the third-party hotels near the resort. 

A.3.2. Financing of the Resort’s Development 

The Main Agreement specifies the terms and conditions of the Group’s funding for 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, 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. “Corporate Organization of the Group – Financing Companies” for more details). Pursuant to the 

lease, a supplementary rent based upon the number of paying guests visiting the Disneyland ® Park is payable by 

EDA to the Phase IA Financing Company. 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. EDA intends to exercise the purchase option on December 31, 2016. If not, EDA 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. “Corporate Organization of the Group – Financing Companies” for more details). 

These leases expire on December 31, 2016. EDL Hôtels S.C.A. has the option to acquire the leased assets at any time 

during the term of the leases for an amount approximating the balance of the Phase IB Financing Companies’ then 

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. “Corporate Organization of the Group – 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 

The partners of the Phase IA Financing Company 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”), have waived any recourse against the partners of the Phase IA 

Financing Company. 

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 any losses they 

would incur if EDA or the Phase IA Financing Company would not respect their obligations under the Main 

Agreement. 

A 

A.1 

A.2 

A.3 

A.4 


A 

22 



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, the Phase IB Financing Companies (together the “Phase I Financing Companies”) and 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 agreement, the payment of a one-time development fee to 

TWDC of € 182.9 million was required upon the satisfaction of certain conditions, including the initiation of 

construction of a second park and the authorization of the Lenders for its financing. This fee primarily 

corresponded to costs incurred by TWDC from 1990 to 1994 for the design and development of a second park, 

whose development was eventually postponed in Fiscal Year 1994. 

In order to obtain the approval for the financing of the Walt Disney Studios ® Park by the Lenders, TWDC agreed in 

September 1999 to amend the terms of the development fee so that it will not be due unless and until future events 

occur. These events include the repayment of the Phase I Debt 1 in Fiscal Year 2024, the repayment of the Walt 

Disney Studios Park Loans (as defined below) in Fiscal Year 2028 and the achievement of a level of operating 

margin before depreciation and amortization higher than € 472.6 million. As of September 30, 2011, 2010 and 

2009, the Group has not made any accruals for 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 new subordinated long-term borrowing from the CDC of 

€ 381.1 million (the “Walt Disney Studios Park Loans”). 

The Walt Disney Studios Park Loans were originally comprised of a series of four loans, 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 rate of 5.15% per annum. 

See section B.3. “Consolidated Financial Statements”, note 12.1.2. “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 the 

Group’s key markets. This reduction occurred despite the opening of the Walt Disney Studios Park, where the 

number of visitors and 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. 




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 “2005 

Restructuring”). 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 cash payment obligations 

and provided 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 of the Company’s assets 

and liabilities 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 standby 

revolving credit facility 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 (See section B.3. “Consolidated Financial Statements”, note 12.6. “TWDC 

Loans” for more details) 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. 

Pursuant to the 2005 Restructuring, the CDC agreed to defer and convert to subordinated long-term debt certain 

interest related to the Walt Disney Studios Park Loans. See section B.3. “Consolidated Financial Statements”, 

note 12.1.2. “Walt Disney Studios Park Loans” for more details. 

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. “Information Concerning the Group’s Financial 

Covenant Obligations”. 

A 

A.1 

A.2 

A.3 

A.4 


A 

24 


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 entered into between Disney Enterprises, Inc. (“DEI”) and the Company 1 (the 

“License Agreement”) on February 27, 1989, 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. 

“Operational Organization of the Group”). 

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 are 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. 

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 their respective 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 € 76,225 due by the Company and EDL Hôtels S.C.A., 

respectively. The Gérant’s compensation due 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. 

1 Pursuant to the 2005 Restructuring, this agreement was transferred to EDA. 


Base Management Fee 



The base management fee is equal to the following percentages of the Group’s total revenues for the Fiscal Years 

presented: 

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



• from October 1, 2018 and beyond: 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. 

These conditions have not been met since October 1, 2008 to date and the base management fee is, as such, 

currently equal to 1% of the Group’s total revenues. 

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 € 12.9 million for Fiscal Year 2011 compared with € 12.7 million 

and € 12.3 million for Fiscal Years 2010 and 2009, 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, 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 EDA debt agreements provide for deferral of 

the management incentive fee under specified circumstances. No management incentive fees were due in Fiscal 

Years 2011, 2010 and 2009 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 2011, 2010 and 2009, no amount was due as no Hotel has been 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 1998. 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 (see sub-section “License Agreement” above). 

Beginning in Fiscal Year 2004, the Company was responsible for the payment of 100% of the original royalty rates as 

presented above (see sub-section “License Agreement” above). 

A 

A.1 

A.2 

A.3 

A.4 


A 

26 



Pursuant to the 2005 Restructuring, TWDC agreed to defer payment of royalties and base 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. As of September 30, 2011, the resulting long-term subordinated debt amounted to 

€ 125 million, excluding deferred interest. 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, scheduled in Fiscal Year 2024, 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. As of September 30, 2011, the resulting long-term subordinated debt amounted to 

€ 75 million, excluding deferred interest. 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. 

“Information Concerning the Group’s Financial Covenant Obligations” 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 base management fees expense recorded by the Group in Fiscal Year 2011 was € 12.9 million, originally due 

for payment in December 2011. Given the Actual Performance Indicator for Fiscal Year 2011, the Group deferred 

the payment of this amount, under the conditional deferral mechanism, and converted it into long-term 

subordinated debt on September 30, 2011 (see section C.3. “Information Concerning the Group’s Financial 

Covenant Obligations” for more details on the Actual Performance Indicator and section B.3. “Consolidated 

Financial Statements”, note 12.6. “TWDC Loans” for more details on the deferred amounts). 

Total royalties expense recorded in Fiscal Year 2011 was € 61.2 million, originally due for payment in 

December 2011. Given the Actual Performance Indicator for Fiscal Year 2011, the Group deferred the payment of 

€ 12.1 million, under the conditional deferral mechanism, and converted it into long-term subordinated debt on 

September 30, 2011 (see section C.3. “Information Concerning the Group’s Financial Covenant Obligations” for 

more details on the Actual Performance Indicator and section B.3. “Consolidated Financial Statements”, note 12.6. 

“TWDC Loans” for more details on the deferred amounts). 

The Group must also respect certain financial covenants under its debt agreements. The Group believes it has 

achieved compliance with such covenants for Fiscal Year 2011 with the assistance of TWDC’s agreement, as 

permitted under the debt agreements, to defer a further € 8.9 million of 2011 royalties into long-term subordinated 

debt (see section C.3. “Information Concerning the Group’s Financial Covenant Obligations” for more details on 

the Actual Performance Indicator and section B.3. “Consolidated Financial Statements”, note 12.6.2. “Long-term 

Subordinated Loan – Deferrals of Royalties and Management Fees” for more details on the deferred amounts). 

Deferrals for Fiscal Year 2011 and compliance with these financial covenants were confirmed by an independent 

expert in December 2011, as provided in the debt agreements. 

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 TWDC 

expertise and 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. is required to provide as EDA’s Gérant 

(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 technical operation and maintenance manuals, and the development of a strategic 

plan for master land use and real estate development. Euro Disneyland Imagineering S.A.R.L. (“EDLI”), an indirect 

wholly-owned 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. 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 may vary considerably from one Fiscal Year to another depending upon the projects under 

development (see section B.3. “Consolidated Financial Statements”, note 19 “Related-Party Transactions” for more 

details). 

In Fiscal Year 2011, the Group recognized € 28.9 million of expenses for the provision of services under the 

Development Agreement. This included € 9.5 million related to staff and administrative costs of the Group’s share 

in the joint TWDC-Euro Disney marketing and sales departments throughout Europe. The Group also capitalized 

€ 3.0 million of costs related to conceptual design for existing Theme Parks facilities and attractions. 

In addition, pursuant to several agreements with the Group, EDLI manages the construction of all attractions. 

Under these agreements, total amounts capitalized in Fiscal Year 2011 were € 2.7 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 Interactive Media Group (“DIMG”) to host the Group’s Internet 

sites. This agreement was signed in 2007 and was renewed after a competitive bidding process. The renewed 

agreement is valid until March 2014. Under this agreement, an annual fixed fee of $ 0.4 million is due to 

DIMG. 

• The Group has various agreements with DD LLC for support services, notably for providing call center 

services or information technology solutions for its hotels and sales and distribution departments. An expense 

of € 2.9 million was recorded in Fiscal Year 2011 under these agreements. 

• The Group leases office space to the Disney Channel in the Walt Disney Studios Park ®, in its branded 

buildings adjacent to attractions. Other revenues of € 3.0 million were recorded in Fiscal Year 2011 under this 

lease. 

Undertaking with Third Parties 

Department Tax Guarantee 

Pursuant to the Main Agreement, the Group and the French Republic guaranteed a minimum level of tax revenues 

to the Department. Because the Department’s tax revenues were less than the amount of charges borne by the 

Department for primary and secondary infrastructure from 1992 to 2003, 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 € 12.1 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, 2011. 

A 

A.1 

A.2 

A.3 

A.4 


A 

28 



A.4.2. Other Significant Operating Agreements 

Participant Agreements 

The Group has entered into participant agreements with companies that are key players in their fields. As of 

September 30, 2011, these participants include the following: Coca-Cola, Crédit Mutuel, Danone, Gibson, Hertz, 

Kodak, MasterCard, Nestlé Waters, Orange, Segafredo Zanetti 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 in the Resort through the sponsoring of one or more of the 

Resort’s attractions, restaurants or other facilities, and (ii) promotional and marketing rights with respect to the 

category of product which is covered by the participant agreement. 

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 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

30 

ANNUAL FINANCIAL REPORT 

Key Consolidated Financial Data 

B.1. KEY CONSOLIDATED FINANCIAL DATA 

The Year Ended September 30, 

(€ in millions, except where indicated) 2011 2010 2009 

Income Statement Data: 

Revenues 1,297.7 1,275.0 1,230.0 

EBITDA (1) 184.5 201.5 187.2 

Operating margin 11.5 34.1 26.4 

Net financial charges (75.7) (79.1) (89.2) 

Net loss (63.9) (45.2) (63.0) 

Net loss attributable to 

Equity holders of the parent (55.6) (39.9) (55.5) 

Minority interests (8.3) (5.3) (7.5) 

Loss per share (in €) (2) (1.43) (1.03) (1.43) 

Balance Sheet Data: 

Property, plant and equipment, net (3) 1,880.3 1,974.4 2,035.5 

Total assets 2,570.3 2,685.8 2,715.1 

Shareholders’ equity 89.6 141.3 186.6 

Minority interests 86.6 94.0 100.4 

Current and Non-current borrowings 1,876.7 1,935.1 1,970.2 

Cash Flow Data: 

Cash flows generated by operating activities 168.7 236.7 124.1 

Cash used in investing activities (79.6) (86.8) (72.1) 

Free cash flow generated (1) 89.1 149.9 52.0 

(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. See Section B.2. “Group and Parent Company Management Report”, 

sub-section “Fiscal Year 2011 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. “Consolidated Financial Statements”, note 3.1.17 “Loss per share” for more details. 

(3) The Group’s tangible fixed assets are described in section B.3. “Consolidated Financial Statements”, note 4. “Property, Plant and Equipment, 

Investment Property and Intangible Assets”. 



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 2010 in pages 67 to 112 of the English version of the Reference Document filed with the AMF 

on January 28, 2011 under number D. 11-0041; and 

• for Fiscal Year 2009 in pages 64 to 107 of the English version of the Reference Document filed with the AMF 

on January 28, 2010 under number D. 10-0030; and 

These documents are available on both the Euro Disney (http://corporate.disneylandparis.com) and the AMF 

(www.amf-france.org) websites 1. 

The consolidated financial statements for the year ended September 30, 2011 were prepared by the Company. They 

will be submitted for approval at the shareholders’ general meeting of the Company. There has been no significant 

change in the group’s financial or business position since September 30, 2011, excluding information mentioned in 

section C.3.1. “Performance Indicator”, sub-section “Restrictions on Capital Expenditures”. 

1 The AMF website is available in French only. 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

32 


Group and Parent Company Management Report 

B.2. GROUP AND PARENT COMPANY MANAGEMENT REPORT 

The Group and parent company management report for Fiscal Year 2011 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 2011 and the expectations for the Group for the following Fiscal Years. 




INTRODUCTION 34 

FISCAL YEAR 2011 CONSOLIDATED RESULTS OF THE GROUP 34 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME 35 

DISCUSSION OF COMPONENTS OF OPERATING RESULTS 35 

NET FINANCIAL CHARGES 36 

NET LOSS 36 

CAPITAL INVESTMENTS 36 

DEBT 37 

CASH FLOWS 38 

SHAREHOLDERS’ EQUITY OF THE GROUP 39 

RELATED-PARTY TRANSACTIONS 39 

TRADE PAYABLES MATURITY ANALYSIS 39 

FISCAL YEAR 2011 FINANCIAL RESULTS OF THE COMPANY 40 

INCOME STATEMENT 40 

SIGNIFICANT SUBSIDIARIES OF THE COMPANY 40 

EQUITY OF THE COMPANY 40 

NON-DEDUCTIBLE EXPENSES FOR TAX PURPOSES 41 

RESEARCH AND DEVELOPMENT ACTIVITY 41 

UPDATE ON RECENT AND UPCOMING EVENTS 42 

MANAGEMENT OF THE GROUP IN FISCAL YEAR 2011 43 

THE GERANT 43 

THE SUPERVISORY BOARD 44 

THE MANAGEMENT COMMITTEE 52 

HUMAN RESOURCES INFORMATION 55 

NUMBER OF EMPLOYEES 55 

RECRUITMENT 55 

LABOR MANAGEMENT 55 

AWARDS AND CERTIFICATIONS 56 

PROFESSIONAL TRAINING AND DEVELOPMENT OF SKILLS 56 

HEALTH AND SAFETY CONDITIONS 57 

SOCIAL RELATIONSHIPS 57 

COMMUNITY RELATIONS 58 

SUBCONTRACTING 58 

ENVIRONMENTAL ACTIVITIES INFORMATION 59 

CERTIFICATIONS RELATED TO ENVIRONMENT MANAGEMENT 59 

ENVIRONMENTAL MANAGEMENT WITHIN THE GROUP 59 

OPTIMIZING UTILITIES CONSUMPTION AND ENCOURAGING RENEWABLE ENERGIES DEVELOPMENT 59 

REDUCING DIRECT GREENHOUSE GAS (“GHG”) EMISSIONS 60 

MINIMIZING WASTE 61 

CONTROLLING AND MINIMIZING IMPACTS ON THE ENVIRONMENT 61 

PREVENTIVE MEASURES PROTECTING HEALTH AND ENVIRONMENT 61 

EDUCATION AND ACTION WITH STAKEHOLDERS 62 

ENVIRONMENTAL ISSUES 62 

INSURANCE AND RISK FACTORS 63 

INSURANCE 63 

RISK FACTORS 63 

FINANCIAL RESULTS OF THE COMPANY FOR THE PAST FIVE FISCAL YEARS 68 

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 69 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

34 



INTRODUCTION 

During the fiscal year 2011 which ended September 30, 2011 (the “Fiscal Year”), the Group* continued its resort 

and real estate development activities. 

FISCAL YEAR 2011 CONSOLIDATED RESULTS OF THE GROUP 

Key Financial Highlights 

(€ in millions) 2011 

Fiscal Year 

2010 2009 

Revenues 1,297.7 1,275.0 1,230.0 

Costs and Expenses (1,286.2) (1,240.9) (1,203.6) 

Operating Margin 11.5 34.1 26.4 

Plus: depreciation and amortization 173.0 167.4 160.8 

EBITDA (1) 184.5 201.5 187.2 

EBITDA as a percentage of revenues 14.2% 15.8% 15.2% 

Net loss (63.9) (45.2) (63.0) 

Attributable to equity holders of the parent (55.6) (39.9) (55.5) 

Attributable to minority interests (8.3) (5.3) (7.5) 

Cash flow generated by operating activities 168.7 236.7 124.1 

Cash flow used in investing activities (79.6) (86.8) (72.1) 

Free cash flow generated (1) 89.1 149.9 52.0 

Cash and cash equivalents, end of period 366.1 400.3 340.3 

(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 

2011 

Fiscal Year 

2010 2009 

Theme parks attendance (in millions) (2) 15.6 15.0 15.4 

Average spending per guest (in €) (3) 46.23 45.30 44.22 

Hotel occupancy rate (4) 87.1% 85.4% 87.3% 

Average spending per room (in €) (5) 219.74 209.78 201.24 

(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, merchandise and other services sold in the theme parks, excluding value added 

tax. 

(4) Average daily rooms occupied 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, 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. 


CONDENSED CONSOLIDATED STATEMENTS OF INCOME 



Fiscal Year Variance 

(€ in millions) 2011 2010 Amount % 

Revenues 1,297.7 1,275.0 22.7 1.8% 

Costs and Expenses (1,286.2) (1,240.9) (45.3) 3.7% 

Operating margin 11.5 34.1 (22.6) (66.3)% 

Net Financial Charges (75.7) (79.1) 3.4 (4.3)% 

Gain / (loss) from equity investments 0.3 (0.2) 0.5 n/m 

Loss before taxes (63.9) (45.2) (18.7) 41.4% 

Income taxes - - - n/a 

Net loss 

Net loss attributable to: 

(63.9) (45.2) (18.7) 41.4% 

Equity holders of the parent (55.6) (39.9) (15.7) 39.3% 

Minority interests (8.3) (5.3) (3.0) 56.6% 

n/m: not meaningful. 

n/a: not applicable. 

DISCUSSION OF COMPONENTS OF OPERATING RESULTS 

Revenues by Operating Segment 



Theme parks 724.3 685.3 39.0 5.7% 

Hotels and Disney Village ® 513.2 480.2 33.0 6.9% 

Other 37.7 49.7 (12.0) (24.1)% 

Resort operating segment 1,275.2 1,215.2 60.0 4.9% 

Real estate development segment 22.5 59.8 (37.3) (62.4)% 

Total revenues 1,297.7 1,275.0 22.7 1.8% 

Resort operating segment revenues increased by € 60.0 million to € 1,275.2 million from € 1,215.2 million in the 

prior-year. 

Theme Parks revenues increased 6% to € 724.3 million from € 685.3 million in the prior-year, due to a 4% increase 

in attendance to 15.6 million, combined with a 2% increase in average spending per guest to € 46.23. The increase 

in attendance was primarily due to more guests visiting from France, the United Kingdom and Spain. The increase 

in average spending per guest resulted from higher spending on admissions and food and beverage. 

Hotels and Disney Village ® revenues increased 7% to € 513.2 million from € 480.2 million in the prior-year, due to a 

5% increase in average spending per room to € 219.74, combined with a 1.7 percentage point increase in hotel 

occupancy to 87.1%. The increase in average spending per room resulted from higher daily room rates and 

spending on food and beverage. The increase in hotel occupancy resulted from 35,000 additional room nights sold 

compared to the prior year due to more guests from France and the United Kingdom, as well as a higher business 

group activity, partly offset by fewer guests from the Netherlands. 

Other revenues, which primarily include participant sponsorships, transportation and other travel services sold to 

guests, decreased by € 12.0 million to € 37.7 million, compared to € 49.7 million in the prior-year. This decrease was 

due to lower sponsorship revenues and a legal settlement gain in the prior-year. 

Real estate development operating segment revenues decreased by € 37.3 million to € 22.5 million from 

€ 59.8 million in the prior-year. This decrease was due to the prior-year € 47 million sale of the property on which 

the Val d’Europe mall is located, partly offset by a greater number of transactions closed during the Fiscal Year. 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

36 



Costs and Expenses 



Direct operating costs (1) 1,052.8 1,010.5 42.3 4.2% 

Marketing and sales expenses 130.4 127.1 3.3 2.6% 

General and administrative expenses 103.0 103.3 (0.3) (0.3)% 

Costs and expenses 1,286.2 1,240.9 45.3 3.7% 

(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, royalties and management fees 

were € 74.2 million and € 71.7 million, respectively. 

Direct operating costs increased by € 42.3 million compared to the prior-year, mainly due to costs related to 

enhancing the guest experience, labor rate inflation and volume-related resort costs. Partially offsetting these 

increases was lower real estate cost of sales. Additionally, in fiscal year 2010, the Group benefited from the refund of 

certain tax payments made in previous years, for a net amount of € 6.2 million. 

Marketing and sales expenses increased by € 3.3 million compared to the prior-year, primarily due to higher 

advertising rates and labor rate inflation. These expenses remained stable at 10% of the resort operating segment 

revenues during the Fiscal Year. 

NET FINANCIAL CHARGES 



Financial income 5.0 3.2 1.8 56.3% 

Financial expense (80.7) (82.3) 1.6 (1.9)% 

Net financial charges (75.7) (79.1) 3.4 (4.3)% 

Financial income increased by € 1.8 million due to higher short-term interest rates compared to the prior-year. 

Financial expense decreased by € 1.6 million due to lower average borrowings compared to the prior-year. 

NET LOSS 

For the Fiscal Year, the Group’s net loss amounted to € 63.9 million, compared to a net loss of € 45.2 million for the 

prior-year. Net loss attributable to equity holders of the parent and minority interests amounted to € 55.6 million 

and € 8.3 million, respectively. The increase in the Group’s net loss compared to the prior-year reflects the 

decreased net profit of the real estate development segment and increased costs related to enhancing the overall 

guest experience. 

CAPITAL INVESTMENTS 

Capital Investment for the Last Three Fiscal Years 


Fiscal Year 

2010 2009 

Resort segment 70.6 99.7 71.3 

Real estate development segment 0.5 0.5 0.5 

Total capital investment 71.1 100.2 71.8 




During the Fiscal Year, capital investments primarily included expenditures related to improvements to existing 

long-lived assets, as well as costs related to the construction of new assets, including a new boutique scheduled to 

open in June 2012 in the Disney Village ® and a water treatment plant scheduled to open in 2013. 

In fiscal year 2010, capital investments primarily included expenditures related to the construction of new assets, 

including Toy Story Playland which opened in August 2010 in the Walt Disney Studios ® Park, as well as various other 

improvements to existing long-lived assets. 

The Group has also committed to future investments related to the improvement of Disneyland ® Paris (the 

“Resort”) and existing assets, for an amount of € 40.9 million, as of September 30, 2011. 

DEBT 

The Group’s borrowings as of September 30, 2011 are detailed below: 

(€ in millions) 

Fiscal Year 2011 

September 30, 

2010 Increase Decrease Transfers (4) 

September 30, 

2011 

CDC senior loans 237.0 - - (2.2) 234.8 

CDC subordinated loans 798.1 24.6 (1) - (2.3) 820.4 

Credit Facility – Phase IA 34.7 0.7 (2) - (35.4) - 

Credit Facility – Phase IB 49.5 0.4 (2) - (20.2) 29.7 

Partner Advances – Phase IA 272.8 - - (81.8) 191.0 

Partner Advances – Phase IB 85.9 0.1 (2) - (10.6) 75.4 

TWDC loans 333.7 38.6 (3) - - 372.3 

Financial lease - 0.2 - - 0.2 

Non-current borrowings 1,811.7 64.6 - (152.5) 1,723.8 

CDC senior loans 1.9 - (2.0) 2.2 2.1 

CDC subordinated loans 2.1 - (2.0) 2.3 2.4 

Credit Facility – Phase IA 63.1 - (63.1) 35.4 35.4 

Credit Facility – Phase IB 20.2 - (20.2) 20.2 20.2 

Partner Advances – Phase IA 32.1 - (32.1) 81.8 81.8 

Partner Advances – Phase IB 4.0 - (3.7) 10.6 10.9 

Financial lease - 0.1 - - 0.1 

Current borrowings 123.4 0.1 (123.1) 152.5 152.9 

Total borrowings 1,935.1 64.7 (123.1) - 1,876.7 

(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 the Fiscal Year, and € 5.1 million is related to the conditional deferral mechanism for fiscal year 2010. For further 

information, refer to the Group’s 2010 Reference Document 1. 

(2) Effective interest rate adjustment. As part of the 2005 Restructuring 2, 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 deferral of € 33.9 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. 

During the Fiscal Year, the Group’s principal indebtedness decreased by € 58.4 million to € 1,876.7 million as of 

September 30, 2011 compared to € 1,935.1 million as of September 30, 2010. This decrease is primarily related 

to the € 123.1 million repayment of borrowings in the Fiscal Year and was partly offset by the € 33.9 million deferral 

of Fiscal Year royalties and management fees due to The Walt Disney Company (“TWDC”), the € 20.2 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 € 4.7 million and € 4.4 million, respectively. 

1 The Group’s 2010 Reference Document was registered with the Autorité des Marchés Financiers (“AMF”) on January 28, 2011 under the number 

D.11-0041 (the “2010 Reference Document”) and is available on the Company’s website (http://corporate.disneylandparis.com) and the AMF 

website (http://www.amf-france.org). 

2 Refers to the legal and financial restructuring of the Group in Fiscal Year 2005, described in the section A.3 “History and development of the 

Group” of the 2010 Reference Document. 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

38 



CASH FLOWS 

Cash and cash equivalents as of September 30, 2011 were € 366.1 million, down € 34.2 million compared to 

September 30, 2010. 


Fiscal Year 

2011 2010 Variance 

Cash flow generated by operating activities 168.7 236.7 (68.0) 

Cash flow used in investing activities (79.6) (86.8) 7.2 

Free Cash flow generated 89.1 149.9 (60.8) 

Cash flow used in financing activities (123.3) (89.9) (33.4) 

Change in cash and cash equivalents (34.2) 60.0 (94.2) 

Cash and cash equivalents, beginning of period 400.3 340.3 60.0 

Cash and cash equivalents, end of period 366.1 400.3 (34.2) 

Free cash flow generated for the Fiscal Year was € 89.1 million compared to € 149.9 million in the prior-year. 

Cash generated by operating activities for the Fiscal Year totaled € 168.7 million compared to € 236.7 million 

generated in the prior fiscal year. This decrease resulted from increased working capital requirements and the 

prior year’s significant property sale. Changes in working capital were driven by the payment of € 25.4 million 

of royalties this Fiscal Year, whereas the corresponding amount in the prior-year was deferred into long-term 

subordinated debt. 

Cash used in investing activities for the Fiscal Year totaled € 79.6 million, compared to € 86.8 million in the 

prior fiscal year. This decrease mainly reflects investment related to Toy Story Playland in the prior-year. 

Cash used in financing activities for the Fiscal Year totaled € 123.3 million, compared to € 89.9 million used in the 

prior fiscal year. This increase mainly reflects the scheduled repayment of bank borrowings made by the Group 

during the Fiscal Year. 

The Group has defined annual performance objectives under its debt agreements 1 . In the Fiscal Year, the Group did 

not meet its performance objectives and must defer the following amounts incurred in the Fiscal Year into longterm 

subordinated debt 2: 

• € 25.0 million of the Fiscal Year royalties and management fees due to TWDC, and 

• € 15.1 million of interest due to the CDC. 

The Group is also required to defer an additional € 5.1 million of interest that will be incurred, and otherwise 

payable to the CDC during the first quarter of fiscal year 2012. 

As a result of utilizing the entire € 45.2 million of deferrals available to the Group with respect to the Fiscal Year, the 

Group’s recurring annual investment budget for fiscal year 2012 and thereafter will be permitted up to 3% of the 

prior fiscal year’s adjusted consolidated revenues 3, unless the Group obtains lenders agreement to increase the 

budget. For fiscal year 2012, if no agreement is reached, the Group’s recurring annual investment budget will be 

reduced by approximately € 28 million, compared to the € 68 million incurred in the Fiscal Year. 

The Group must also respect certain financial covenants under its debt agreements. The Group believes it has 

achieved compliance with such covenants with the assistance of TWDC’s agreement, as permitted under the debt 

agreements, to defer a further € 8.9 million of Fiscal Year 2011 royalties into long-term subordinated debt. 

1 For further detailed information, refer to the Group’s 2010 Reference Document. 

2 An amount of € 5.1 million of interest incurred in the first quarter of the Fiscal Year was deferred related to the Group’s fiscal year 2010 

performance objectives. 

3 Adjusted consolidated revenues correspond to consolidated revenues under IFRS, excluding participant sponsorships after removing the effect of 

certain differences between IFRS and French accounting principles. 




The foregoing deferrals and the Group’s compliance with its financial covenant requirements are subject to final 

review by an independent expert in December, as provided in the debt agreements. 

For fiscal year 2012, 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, sell assets and/or seek 

assistance from TWDC or other parties as permitted under the debt agreements. Although no assurances can be 

given, management believes the Group has adequate cash and liquidity for the foreseeable future based on existing 

cash position, liquidity from the € 100.0 million line of credit available from TWDC and the benefit of additional 

conditional deferrals. 

SHAREHOLDERS’ EQUITY OF THE GROUP 

Shareholders’ equity of the Group decreased to € 89.6 million as of September 30, 2011 from € 141.3 million as of 

September 30, 2010, 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, 2011 and 2010, EDL Holding Company LLC, which is an indirect, wholly-owned subsidiary 

of TWDC, held 39.8% of the Company, a publicly held French company which is traded on Euronext Paris. As of 

September 30, 2011 and 2010, a further 10% of the Company’s shares were owned by trusts for the benefits of HRH 

Prince Alwaleed and his family. 

No other shareholder has officially notified the Autorité des Marchés Financiers 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 

2008 through 2010. 

As of September 30, 2011 and 2010, 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 license arrangement for the use of TWDC intellectual property rights, management arrangements and 

technical and administrative agreements for services provided by TWDC and its subsidiaries. 

For a description of related-party activity for the Fiscal Year, see note 19 “Related Party Transactions” of the Group’s 

consolidated financial statements. 

TRADE PAYABLES MATURITY ANALYSIS 

Information related to maturity of trade payables is available in note 13.2 “Trade Payables Maturity Analysis” of the 

Group’s Consolidated Financial Statements. 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

40 



FISCAL YEAR 2011 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 headquartered 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 administrative assistance services provided to other entities of the Group. 

The operating margin and net loss of the Company are as follows: 


(€ in millions and in accordance with French accounting principles) 2011 2010 Amount % 

Revenues 0.7 0.7 - - 

Costs and expenses (2.2) (2.3) 0.1 (4.3)% 

Operating margin (1.5) (1.6) 0.1 (6.2)% 

Net loss (1.4) (1.7) 0.3 (17.6)% 

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. 

(“EDLH”) and 100% of Euro Disney Vacances S.A.S., and other less significant subsidiaries. For further information, 

see note 1.1 “Structure of the Group” of the Group’s consolidated financial statements. 

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 Loss Activity 

EDA 1,218.2 (79.4) Operator of the theme parks, Disneyland ® Hotel, Disney’s 

Davy Crockett Ranch ® and a golf course, and manager of 

the Group’s real estate development 

EDL Hôtels S.C.A. 393.8 (8.1) Operator of five of the seven themed hotels of the Group 

plus the Disney Village ® 

Euro Disney Vacances S.A.S. 632.6 (1.4) Tour operator selling mainly Disneyland ® Paris holiday 

packages 

The Company will continue as a holding company in fiscal year 2012. 

EQUITY OF THE COMPANY 

Equity of the Company decreased to € 618.8 million as of September 30, 2011 from € 620.2 million 

as of September 30, 2010, which reflects the impact of the net loss for the Fiscal Year. 




As of September 30, 2011 and 2010, and following the finalization of the share consolidation (the “Reverse Stock 

Split”) in December 2009, the Company’s fully paid share capital was composed of 38,976,490 shares with a nominal 

value of € 1.00 each. As of September 30, 2009, 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. For a 

description of the Reverse Stock Split, see section C.2.2 “Reverse Stock Split” of the Group’s 2010 Reference 

Document. 

In accordance with the authorizations granted by the Company’s shareholders during the three past annual general 

meetings, the Gérant carried out a share buyback program through an independent investment services provider 

acting under a liquidity contract. For additional information, see the notice on the share buyback program, as well 

as the press releases on the liquidity contract, that are available on the Company’s website 

(http://corporate.disneylandparis.com). 

On April 2, 2009, under the terms of this contract, the Company allotted € 0.5 million in cash and 135,081 Company 

shares to the liquidity account. 

These contracts aim at improving the liquidity of transactions of the Company’s shares. For the Fiscal Year, Oddo 

Corporate Finance fees related to this contract, including transactions costs, amounted to € 40,000. 

The following table details the transactions related to the liquidity contracts for the Fiscal Year: 

Treasury shares purchased in the Fiscal Year 

Number 1,328,759 

Average price (in €) 6.52 

Treasury shares sold in the Fiscal Year 

Number 1,294,137 

Average price (in €) 6.51 

Treasury shares held as of September 30, 2011 

Number 144,930 

Value at purchase price (in €) 740,611.33 

Nominal value (in €) 144,930.00 

Proportion of the share capital 0.4% 

As of September 30, 2011, the Company also has € 0.4 million in cash allotted to the liquidity account. For 

additional information on these liquidity contracts, see note 10.2 “Liquidity Contract” of the Group’s consolidated 


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 Article 223 quater of the Code Général des Impôts. 

RESEARCH AND DEVELOPMENT ACTIVITY 

The Company does not undertake research and development activities. 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

42 



UPDATE ON RECENT AND UPCOMING EVENTS 

On October 8, 2011, Disneyland ® Paris opened Princess Pavilion, a brand new location in the Disneyland ® Park, 

where families can now enjoy a magical moment in the company of a Disney Princess. This dedicated location allows 

guests the opportunity to share both time and memories with iconic characters from some of Walt Disney’s most 

popular animated films. 

In April 2012, Disneyland Paris will launch the celebrations of its 20 th Anniversary. A number of brand new 

experiences await guests, including Dreams, a night-time show with classic Disney storytelling and the latest technical 

special effects. The 20 th Anniversary will also celebrate two decades of partnership between the Group and the many 

public and private organizations that have helped Disneyland Paris become, and remain, Europe’s number one 

tourist destination. 

SCHEDULED DEBT REPAYMENTS 

The Group plans to repay € 152.9 million of its borrowings in fiscal year 2012, consistent with the scheduled 

maturities. 

SUBSEQUENT EVENTS 

As of the date of this report, no significant subsequent event had been identified that could impact the Group’s 

financial position or the Group’s consolidated financial statements disclosures. 


MANAGEMENT OF THE GROUP IN FISCAL YEAR 2011 

THE GERANT 



The Company’s, EDA’s and EDLH’s Gérant is Euro Disney S.A.S., 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 EDLH. 

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 € 12.9 million for the Fiscal Year. No additional management 

incentive fee was due in the Fiscal Year. Finally, no fee payable on the sale of hotels is due to the Gérant as the Group 

did not sell any hotels during the Fiscal Year. For more detail, see section A.4.1 “Significant Undertakings Related to 

the Resort’s Development” in the Group’s 2010 Reference Document. 

Under their bylaws, the Company and EDLH are indebted to the Gérant for a fixed annual fee of € 25,000 and 

€ 76,225, 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 Euro Disney 

Commandité S.A.S., a direct wholly-owned subsidiary of Euro Disney S.C.A., and co-gérant of Villages Nature 

Management S.A.R.L., a joint-venture between EDA and Pierre & Vacances Center Parcs Group. During the last five 

fiscal years, he did not hold any other corporate positions (“mandats sociaux”), except as Chief Operating Officer of 

ED Resort Services S.A.S. until July 2010 (this entity was merged into EDA). Until September 2008, 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 “The 

Management Committee”). 

To the Company’s knowledge, in the previous five fiscal years, the Gérant and its representative have not been: 

• convicted of any fraudulent offences; 

• associated with any bankruptcies, receiverships or liquidations; 

• involved in any official public incrimination and/or sanction by statutory or regulatory authorities; 

• 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. 

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). 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

44 



THE SUPERVISORY BOARD 

The Supervisory Board is comprised of ten members (including two members from TWDC): 

Name Nationality Age Position 

Term of office will expire 

during the annual general 

shareholders’ meeting 

related to Fiscal Year 

Number of 

shares held (1) 

Antoine Jeancourt-Galignani French 74 Chairman 2013 2,676 

Valérie Bernis French 52 Member 2013 250 

Gérard Bouché French 61 Member 2012 34,050 

Virginie Calmels French 40 Member 2013 250 

Michel Corbière French 69 Member 2011 250 

Philippe Geslin French 71 Member 2012 250 

Philippe Labro French 75 Member 2013 250 

James A. Rasulo American 55 Member 2011 250 

Anthony Martin Robinson English 49 Member 2013 250 

Thomas O. Staggs American 51 Member 2013 250 

(1) 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 has also been a member of the financial 

accounts committee since her election. She is currently Executive Vice President of GDF Suez. 

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. 

Virginie Calmels 

She was elected to the Supervisory Board in March 2011. She is currently Chairman and CEO of Endemol 

France and is also Vice President of the Syndicat des producteurs et créateurs d’émissions de télévision (Independent 

Television Producers’ Union). She is also the Director of the Centre d’étude et de prospective stratégique and the 

Director of Iliad. 

Michel Corbière 

He was elected to the Supervisory Board in February 2006. He is the founder of the Forest Hill group, 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 has also been 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 (Crédit Agricole Corporate & Investment Bank, Crédit Foncier 

de Monaco and Union Financière de France-Banque). 

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 

TV station Direct 8. 




James A. Rasulo 

He was elected as a member of the Supervisory Board in May 2003. He was appointed to Senior Executive Vice 

President – Chief Financial Officer and Chairman of the Investment Committee of TWDC on January 1, 2010. 

Before that date, he served as Chairman of Walt Disney Parks & Resorts. 

Anthony Martin Robinson 

He was elected as a member of the Supervisory Board in December 2004. He has also been 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 was appointed to Chairman of Walt Disney Parks & Resorts 

Worldwide on January 1, 2010. Before that date, he served as Senior Executive Vice President and Chief 

Financial Officer of TWDC. 

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). 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

46 



The Supervisory Board members’ 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 


Chairman 

Chairman of the Board of Directors – SNA Holding (Bermuda) Ltd 

(until December 31, 2008) 

Member of the Board of Directors – Gecina (until June 16, 2009) 

– Total (until May 15, 2009) 

– Société Générale (until May 27, 2008) 

– AGF (until January 12, 2007) 

– Kaufman & Broad S.A. 

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

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

– SNA Holding (Bermuda) Ltd (until December 31, 2008) 

Member of the Supervisory Board – Hypo Real Estate Holding AG, Germany 

(until June 24, 2008) 

– Euro Disney Associés S.C.A. 

– Oddo 

Valérie Bernis Executive Vice President – GDF Suez 

Member of the Board of Directors – Suez Tractebel 

– Société Monégasque d’Electricité et de Gaz (SMEG) 

– Serna 

– Storengy (until December 2009) 

– Bull 

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

– Suez Environment Company 

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

– Bull 

Representative of GDF Suez – Member of the Board of Directors “Les Mécènes du 

CENTQUATRE” (Cultural and Artistic Platform for the 

City of Paris) 

Permanent Representative of Suez – Supervisory Board of SAIP 

(Newspaper “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) 

– CCI Seine et Marne 

(Chambre de Commerce et d’Industrie) 

(until end of 2006) 





Virginie Calmels President & Chief Executive Officer – Endemol France 

President – Endemol Fiction 

– Endemol Productions 

– Mark Burnett Productions France 

– Case Productions (until October 22, 2007) 

– Usual Productions (until October 22, 2007) 

– Seca Productions (until October 22, 2007) 

– NAO (until April 21, 2009) 

– DV Prod (until April 21, 2009) 

– Endemol Jeux (until April 21, 2009) 

– Tête de Prod (until April 21, 2009) 

– Orevi (until April 21, 2009) 

Vice President – SPECT (Syndicat des Producteurs et Créateurs 

d’Emissions de Télévision) 

Member of the Executive Committee – Formidooble 

Director – ILIAD (Free) 

Member of the Supervisory Board 

– CEPS (Centre d’Etude et de Prospective Stratégique) 


Michel Corbière Chairman & Chief Executive Officer – Groupe Forest Hill SA 

– Aquaboulevard de Paris SA 

Chairman – Forest Hill Développement SAS 

Director – Hôtel Forest Hill Meudon Vélizy SA 

Permanent Representative of Forest Hill 

Meudon Vélizy SA 

– Board of Directors of Hôtel Paris La Villette SA 


Philippe Geslin Chairman of the Supervisory Board – ETAM Développement (until December 31, 2007) 

Manager – Gestion Financière Conseil 


Member of the Board of Directors – Crédit Agricole Corporate & Investment Bank 

(until May 11, 2011) 

– Crédit Foncier de Monaco 

– Union Financière de France-Banque 

– GECINA (until March 24, 2011) 

Chairman of the Audit Committee – Euro Disney S.C.A. 

– GECINA 

(this directorship ended during fiscal year 2010) 

Member of the Audit Committee – ETAM Développement (until December 31, 2007) 

– Crédit Agricole Corporate & Investment Bank 

– Union Financière de France-Banque 

– Altavia 

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

Supervisory Auditor (“censeur”) – Crédit Agricole Corporate & Investment Bank 

(since May 11, 2011) 

– Invelios Capital 

Permanent Representative of Invelios 

– Supervisory Board of Société Vermandoise de 

Capital 

Sucreries 

– Board of Directors of Société Sucrière de 

Pithiviers-le-Vieil 

– Board of Directors of Société Vermandoise - Industries 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

48 




Philippe Labro Vice President – Direct 8 

– Matin Plus 

Project Director, Design & Operations – Labrocom SARL 

Member of the Supervisory Board – Ediradio (RTL) 


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

– ECE SA 

Member of the Nominations Committee – Euro Disney S.C.A. 

Columnist – Le Figaro 

James A. Rasulo Senior Executive Vice President & Chief 

Financial Officer Chairman – Investment and 

Administrative Committee 

Euro Disney S.C.A. - 2011 Reference Document 

– The Walt Disney Company 

Chairman – Walt Disney Parks & Resorts, Inc. 

(until March 29, 2009) 

– Walt Disney Parks & Resorts Worldwide 

(until January 1, 2010) 

– WD Attractions, Inc. (until January 1, 2010) 

– Disney Destinations, LLC (until April 2, 2006) 

President – ARDC-Ocala 201, LLC 

– Character Concepts 

(Division of Walt Disney World Co.) (until April 2, 

2006) 

– Disney Business Productions, LLC 

– Disney Regional Entertainment Florida 

(Division of Walt Disney World Hospitality & 

Recreation Corporation) 

– Disney Regional Entertainment, Inc. 

(until June 1, 2006) 

– Larkspur International Sales, Inc. 

Senior Vice President – Disney Worldwide Services, Inc. 

Director – Disney Incorporated 

– Disneyland International (until January 1, 2010) 

– Disney Regional Entertainment, Inc. 

– From Time to Time, Inc. (until January 5, 2010) 

– Disney Vacations Club Hawaii Management Corp. 

(until August 28, 2009) 

– Vista Communications, Inc. (until January 1, 2010) 

– Walt Disney Travel Co., Inc. (until January 1, 2010) 

– Walt Disney Parks & Resorts U.S., Inc. 


– Walt Disney World Hospitality & Recreation 

Corporation (until September 29, 2007) 

– WCO Hotels, Inc.




James A. Rasulo (continued) Director & Chairman / Director & President – Walt Disney Parks & Resorts Online 


– Club 33 (until January 1, 2010) 

– DCSR, Inc. (until December 22, 2009) 

– Disneyland, Inc. (until January 1, 2010) 

– Disney Entertainment Productions 


– Disney Magic Corporation (until January 1, 2010) 

– Disney Wonder Corporation (until January 1, 2010) 

– Euro Disney Corporation (until January 1, 2010) 

– Magic Kingdom, Inc. (until January 1, 2010) 

– Vista Title Insurance Agency, Inc. 


– WCO Parent Corporation 

– Walt Disney Entertainment (until September 27, 2008) 

– Walt Disney Imagineering Research & Development, 

Inc. (until January 1, 2010) 

– Walt Disney Touring Productions 


Director & Executive Vice President/Director 

& Vice President 

– Disney Realty, Inc. 

– WCO Land Corporation 

– WCO Leisures, Inc. 

Senior Executive Vice President – Disney Enterprises, Inc. 

– The Walt Disney Company Foundation 

Chief Financial Officer – ABC Family Worldwide, Inc. 


Trustee – The Walt Disney Company Foundation 

Anthony Martin Robinson Executive Chairman – Center Parcs (UK) Ltd. 

– Mabel (wagamama) (since May 2011) 

– Health Club Holdings Ltd. (until 2008) 

Director – Figaro Partners LLP 

– Alta Velocita Ltd (until September 2009) 

– Center Parcs (Holdings 1) Ltd (since July 26, 2011) 

– Forest Bidco Ltd 

– Forest Holdco Ltd 

– Forest Midco Ltd 

– Forest Refico Ltd 

– SPV1 Ltd (since May 17, 2011) 

– SPV2 Ltd (since May 17, 2011) 

– Sun CP Newmidco Ltd 

– Sun CP Newtopco Ltd 



– CP Woburn (Operating Company) Ltd 

(since June 22, 2011) 

– CP Nomco 1 Ltd (since July 26, 2011) 

– CP Nomco 2 Ltd (since July 26, 2011) 

– QCNS Monaco (since May 2011) 

Non-Executive Director – Regus PLC (until May 12, 2010) 


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

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

50 




Thomas O. Staggs President & Director – Buena Vista Media Services, Inc. 

– EDL SNC Corporation 

– Euro Disney Investments, Inc. 

– WDT Services, Inc. 

– WDW Services II, Inc. 

– Vista Title Insurance Agency, Inc. 

– Club 33 

– Disneyland, Inc. 

– Euro Disney Corporation 

– Magic Kingdom, Inc. 

– Walt Disney Touring Productions 

– Walt Disney Parks & Resorts Online 

– Walt Disney Imagineering Research & Development, 

Inc. 


President or Chairman – Walt Disney Parks & Resorts Worldwide 

– Larkspur International Sales, Inc. (until May 19, 2011) 

– WDWH&R Services, Inc. 

– W.D. Attractions, Inc. 

– Disney Magic Corporation (until July 12, 2010) 

– Disney Wonder Corporation (until July 12, 2010) 

– Jetix Europe N.V. (until January 10, 2006) 

– Lux Acquisition Corp. (until May 5, 2006) 

– EDL Holding Company LLC 

President & CEO – ABC Radio Holdings, Inc. (until June 12, 2007) 

Senior Executive Vice President & Chief 

Financial Officer Chairman – Investment and 

Administrative Committee 

– The Walt Disney Company (until January 1, 2010) 

Chief Financial Officer – ABC Family Worldwide, Inc. (until January 1, 2010) 

Executive Vice President – Disney Worldwide Services, Inc. 

Vice President – ABC News Online Investments, Inc. 

– ABC, Inc. 

– Disney Media Ventures, Inc. 

– Disney Tele Ventures, Inc. 

Director – Allemand Subsidiary, Inc. 

– B.V. Film Finance Co. II (until January 1, 2010) 

– Disneyland International 

– Vista Communications, Inc. 

– Walt Disney Travel Co, Inc. 

– Walt Disney Parks & Resorts U.S., Inc. 

– Disney Magic Corporation 

– Disney Wonder Corporation 

– EDL Holding Company LLC (until February 23, 2009) 

Senior Executive Vice President & Chief 

Financial Officer 

– Disney Enterprises, Inc. (until January 1, 2010) 

Member of the Investment Committee – Steamboat Ventures LLC 


Member of the Nominations Committee – Euro Disney S.C.A. 

Trustee – The Walt Disney Company Foundation 

(until December 31, 2009)



Mr. Rasulo and Mr. Staggs are senior executive officers of TWDC and Mr. Geslin is supervisory auditor (“censeur”) of 

the board of directors and member of the audit committee of Crédit Agricole Corporate & Investment Bank, 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, and their private interests and/or 

duties exist. No member of the Supervisory Board is concerned by an agreement as defined under Article L. 226-10 

of the French Commercial Code, which governs related-party agreements between Supervisory Board members 

and the Company or any of its subsidiaries. 

To management’s knowledge, in the previous five fiscal years, members of the Supervisory Board have not been: 




• involved in a family relationship conflicting with their responsibility as members of the Supervisory Board; 



With the exception of the members who represent TWDC, compensation is allocated to each member of the Board 

in proportion to his/her attendance at the Board meetings and within a limit of four meetings per fiscal year (“jetons 

de présence”). Those members who represent TWDC do not receive compensation for their attendance. 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 at 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 Company’s Supervisory Board includes a financial accounts committee and a nominations committee. A part of 

the annual collective amounts of jetons de présence 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. 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

52 



The following table details the Supervisory Board’s compensation: 

Jetons de présence 

for Supervisory Board 

meetings paid in 

Fiscal Year (in euros) (2) 

Jetons de présence 

for financial accounts 

committee meetings 

paid in Fiscal Year (in euros) 

Total compensation 

paid in Fiscal Year (in euros) 

Name 2011 2010 2011 2010 2011 2010 

Antoine Jeancourt-Galignani 60,980 60,980 - - 60,980 60,980 

Valérie Bernis 30,490 22,867 5,000 7,500 35,490 30,367 

Gérard Bouché 30,490 30,490 - - 30,490 30,490 

Virginie Calmels 22,867 - - - 22,867 - 

Michel Corbière 22,867 30,490 - - 22,867 30,490 

Philippe Geslin 22,867 30,490 12,000 12,000 34,867 42,490 

Philippe Labro 30,490 30,490 - - 30,490 30,490 

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

Anthony Martin Robinson (3) 30,490 30,490 7,500 7,500 37,990 37,990 

Thomas O. Staggs - - - - - - 

Total 251,541 236,297 24,500 27,000 276,041 263,297 

(1) Mr James A. Rasulo is Senior Executive Vice President and Chief Financial Office of TWDC and receives compensation from TWDC which is 

comprised of an annual fixed salary, a bonus and restricted stock units and stock options. This information is disclosed in the Form 8-K published 

by TWDC on January 8, 2010 and available on the Securities Exchange Commission (“SEC”) website (www.sec.gov); compensation paid by TWDC 

to Mr Rasulo during the Fiscal Year will be published on the websites of TWDC (www.corporate.disney.go.com) and the SEC (www.sec.gov). 

(2) The Company’s Board met four times during the Fiscal Year with an attendance rate of 84% compared to five times during fiscal year 2010. 

(3) Mr Robinson’s jetons de présence are subject to withholding taxes, which amounted to € 12,662 and € 12,662 for fiscal years 2011 and 2010, 

respectively. 

THE MANAGEMENT COMMITTEE 

The Management Committee is comprised of the Chief Executive Officer’s direct reports. In addition, the Group has 

four specialized committees described below. The members of the Management Committee participate 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 revenue management, 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 were 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 TWDC 

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 & Development (until August 2011) 

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 and in 2008 to Senior Vice President, Strategic 

Consulting and Development. Dominique is now General Manager of Villages Nature de Val 

d’Europe S.A.S. 

Federico J. Gonzalez, Senior Vice President Marketing and Sales 

Federico joined the Group as Senior Vice President Marketing in November 2004. Prior to joining the 

Group, he spent sixteen years with Procter & Gamble, in various positions including Brand Manager Spain 

followed by three years at the group’s European Headquarters in Brussels, two years as Director Marketing 

for the Nordic region, and later being promoted to General Manager Portugal. In February 2011, he was 

promoted to Senior Vice President Marketing and Sales. 

Greg Richart, Chief Financial Officer (until November 2011) 

Greg joined the Group in 2007. He began his career with Arthur Andersen in Los Angeles in 1996. In 

2003, he joined the Transaction Support department at TWDC in Burbank. In 2007, he joined the Group 

as Vice President and Chief Accounting Officer. In August 2009, Greg was promoted to Chief Financial 

Officer. On November 22, 2011, Greg was appointed Senior Vice President, Operations, Planning and 

Analysis, TWDC. 

Mark Stead, Chief Financial Officer (from November 2011) 

Mark joined the Group in 2006. Prior to joining the Group, Mark spent several years with the Special 

Projects and Internal Audit department of Vivendi in Paris and, prior to that, with Ernst & Young in both 

Paris and Cape Town, South Africa. In 2006, he joined the Group as Director of Corporate Controllership 

before being promoted to Vice President and Chief Accounting Officer in 2009. On November 22, 2011, 

Mark was promoted to Chief Financial Officer. 

Joe Schott, Senior Vice President & Chief Operating Officer 

Joe joined the Group in January 2010. He began his career at the Walt Disney World Resort and 

participated in the opening of Disney theme parks around the world. He led global operational safety for 

Disney’s theme parks before being promoted to Director, Park Operations at Walt Disney World. Most 

recently, Joe served as Vice President and Executive Managing Director, Walt Disney Attractions Japan and 

Disneyland International. 

Norbert Stiekema, Senior Vice President Sales & Distribution (until February 2011) 

Norbert joined the Group in 2004. Prior to joining the Group, he worked 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. Norbert left the Group in February 2011. 

Jeff Archambault, Vice President Communication 

Jeff joined the Group as part of the opening team in 1992 as Finance Manager. 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 as well as 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 ten 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 Disney Village ® development. 

Andrew de Csilléry, Vice President 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. 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

54 



Gilles Dobelle, Managing Vice President & General Counsel (from April 2011) 

Gilles joined the Group in April 2011. Prior to joining the Group, Gilles occupied various positions at Credit 

Agricole Corporate & Investment Bank from 1990, then Deutsche Bank from 1996 where he was promoted to 

General Counsel – France. In 2003, he became General Counsel – Europe for General Electric Corporate 

Finance Bank, and then extended his responsibilities to become Chief Compliance Officer in 2005. 

Daniel Dreux, Vice President Human Resources 

Daniel joined the Group in 1992. Prior to joining the Group, he spent ten years in the Burger King group, 

where he held a 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. 

Julien Kauffmann, Vice President Revenue Management & Analytics 

Julien joined the Group in 2003. He began his career as a Consultant for Oliver Wyman’s global Consumer 

Goods, Retail and Communication practices, progressing to Partner. In 2003, he joined the Group as 

Director, Revenue Development. Since then, he has held various positions of increasing responsibilities 

including Vice President, Strategic Market Planning & Pricing and Vice President, Business Optimization. 

Since January 2010, Julien serves as Vice President, Revenue Management & Analytics. 

Thierry Leleu, Vice President External Relations 

Thierry joined the Group in January 2006 as Director – External Relations. 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 First Diplomatic Advisor at the French Embassy of South Africa. Thierry currently holds the 

position of Vice President – External Relations, and is in charge of the Group’s political and corporate affairs. 

François Pinon, Vice President & General Counsel (until January 2011) 

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’s 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. François left the Group in January 2011. 

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, including social charges, relocation and 

accommodation expenses, paid by the Group on behalf of the Management Committee members was € 7.5 million. As 

of September 30, 2011, these same officers held together a total of 88,854 of the Company’s stock options, 185,847 

of TWDC’s stock options and 141,947 of TWDC’s restricted stock units. For additional information on the 

Company’s stock options, see note 21 “Stock options” 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 fiscal years 2010 and 2009, the aggregate compensation and other amounts incurred by the Group on the 

behalf of the Management Committee members was € 6.0 million and € 5.7 million, respectively. 

To management’s knowledge and in the previous five fiscal years, members of the Management Committee have not been: 




• involved in a family relationship conflicting with their responsibility as members of the Management Committee; 



No member of the Management Committee is concerned by any agreement as defined under Article L. 226-10 of 

the French Commercial Code. 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 13,700 employees, the Group is the largest employer in the Department of 

Seine-et-Marne. 

The Company, EDA, ED Spectacles S.A.R.L. (a direct wholly-owned subsidiary of EDA, which operates the Buffalo 

Bill’s Wild West Show within Disney Village ®) and Euro Disney S.A.S, are pooled together as a French economic 

labor unit (Unité Economique et Sociale, “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. 

S.E.T.E.M.O. Imagineering S.A.R.L. is also included in the Group’s consolidated financial statements but excluded 

from the UES scope. This entity provides studies on projects of new attractions and manages their construction. 

NUMBER OF EMPLOYEES 

The Group’s weighted-average number of employees for fiscal years 2011, 2010 and 2009 is presented below: 

2011 2010 2009 

Salaried 1,779 1,789 1,806 

Hourly 11,963 11,521 11,552 

Total 13,742 13,310 13,358 

The proportion of permanent contracts remained stable over the past three years at approximately 90% of total 

employee contracts. For the Fiscal Year, the total labor force under permanent contracts included 46% women and 

54% men. More than one hundred nationalities were employed by the Group during the Fiscal Year with about 

twenty different languages spoken and more than 500 job roles. The average age of employees is 36 years. The 

average term of employment was 9.5 years, while more than 42% of employees under permanent contracts have 

been employed by the Group for more than ten years and 4.2% of employees have been employed for more than 

twenty years. During the Fiscal Year, approximately 3.3% of the total workforce was comprised of disabled workers. 

RECRUITMENT 

During the Fiscal Year, the Group continued its recruitment campaigns throughout Europe and more than 

20,000 non-solicited job applications were received. The Group hired 7,661 employees, of which 19% under 

permanent contracts, 62% under fixed-term contracts and 19% under temporary contracts. More than 65% of the 

total permanent contracts were hired full-time (i.e., a 35-hour work week), and 35% were hired for work weeks 

ranging from 16 to 28 hours. 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. 

The total number of employees dismissed during the Fiscal Year was 277, or 2% of the average labor force, and 

compares to 333 in the prior-year period. Professional misconduct accounted for 74% of those dismissed in the 

Fiscal Year, while 26% were dismissed for real, serious and other causes, as defined under French labor law. 

LABOR MANAGEMENT 

For the Fiscal Year, total labor costs for the Group amounted to € 556.9 million, of which € 11.6 million was paid to 

temporary employment agencies. The average wage increase to employees of the Group present throughout the 

Fiscal Year was above inflation. The average payroll tax rate paid by the Group was approximately 42.9% of gross 

salaries. 

Operations are based on a 35-hour work week. Due to the seasonal nature of the business, the need for employees 

varies throughout the year. Accordingly, a system has been developed and used by the Group to optimize scheduling 

and employee mobility between the theme parks and hotels. The system improves efficiency by automating both 

scheduling and the corresponding payroll systems. In conjunction with this system, flexible working contracts have 

been negotiated with employee labor unions. Special part-time contracts, such as four-day work weeks or 

personalized contracts have also been put in place. This flexibility has helped management to better match the 

number of employees with the level of activity. 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

56 



Employees worked a total of 451,464 overtime hours during the period, or 2.4% of total labor hours worked. Over 

the same period, legal absences for days off were mainly due to paid and unpaid holidays (39%), illness (19%), 

training (13%), work-related accidents (3%), maternity leaves (4%) and other reasons (22%). 

AWARDS AND CERTIFICATIONS 

In 2008, the Group received the 5 th Annual Trophy for Cultural Diversity as an award for its commitment to diversity 

in the workplace. This award was given by external human resources professionals with the support of the French 

agency for social cohesion (Agence Nationale pour la Cohésion Sociale et l’Egalité des Chances, “ACSE”). In 2009, the 

Group signed the national Diversity charter to exhibit its commitment to diversity through recruitment and internal 

promotions. The Group also entered the “Nos quartiers ont du talent” (“Our neighborhoods have talent”) program, 

which provides corporate mentors to young, multicultural college graduates from low-income neighborhoods. 

Several of the Group’s Management Committee members serve as mentors. 

In 2010, an employee survey named the Diversity Caravan invited employees to give their opinion on their 

experience of diversity in the workplace. Conducted by an independent consultant with the support of the ACSE, 

the survey gathered nearly 5,000 responses. Findings show that 86% of employees say that diversity is “strong” or 

“very strong” within the Group. 

During the Fiscal Year, the Group was granted the Diversity Label from AFNOR Certification, an independent 

organization, recognizing the Group’s commitment in preventing discrimination, ensuring equal opportunities and 

promoting diversity. 

During the Fiscal Year, the Group also received the Trophy for Good Working Conditions (Trophée “Mieux vivre en 

entreprise”) as an award for its Castmemberland program, which has been designed to improve working conditions 

for Group’s employees since 2000. This award was given by an independent consulting firm. 

PROFESSIONAL TRAINING AND DEVELOPMENT OF SKILLS 

In order to deliver a high quality experience to guests, the Group provides targeted training to its employees. This is 

managed by the Human Resources (“HR”) department. 

Over the prior calendar year, training costs represented 4.88% of total gross salaries (compared to the minimum 

legal requirement of 1.6%). 

The Disney University provides training related to Management and Leadership Development, Culture and Heritage, 

Train the Trainer, Language and Administrative and Computer applications. Disney University has created a 

curriculum targeted to support the Group’s diverse employee profiles. Leadership Development and a variety of 

learning formats (examples include on-line tools and events) are key areas of focus for the Disney University. 

Alongside the Disney University, the HR department’s training teams offer 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 and during his or her entire career within the Group. 

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. 

In January 2006, the Disney University became one of the very first company training centers given the NF Service 

Label certification for continued development (“NF Service: Formation Professionnelle Continue”). This recognition was 

delivered by AFNOR Certification, 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. 


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, 111 meetings of the Health and Safety council (called 

“CHSCT”) were held, including nine meetings of the central CHSCT. 

In fiscal year 2010, a Health & Safety department was created, gathering key services such as Occupational Health, 

First Aid, Cast Safety and Social Welfare. These teams identified the priorities for the coming years (including Aging 

and Psychological risks) and defined four key strategies: mobilize the management, increase employees awareness, 

demonstrate the value of Health & Safety recommendations, and participate in key projects. For example, in fiscal 

year 2010, the teams actively participated in the construction of Toy Story Playland. 

Actions are continually developed to reduce risk and to support these strategies. For example, during the Fiscal 

Year, a 30% reduction in the quantity of hazardous chemical products was achieved throughout the Resort. 

Also, during the Fiscal Year, a global integrated safety organization was created by TWDC in its Walt Disney Parks & 

Resorts segment (“WDP&R”). The objective of this organization is to improve security and safety for employees as 

well as guests in all Disney theme parks around the world. 

For the Fiscal Year, the percentage of gross salaries paid to social organizations relating to accidents at work was 

2.20% for EDA, 4.73% for ED Spectacles S.A.R.L. and 1.28% for S.E.T.E.M.O. Imagineering 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.E.) and the Union Nationale des Syndicats Autonomes (U.N.S.A.), are represented at the Resort. 

The number of meetings held by the Workers Council and Staff Representatives during the Fiscal Year were 30 and 

182, respectively. 

The mandates of all the employee’s representatives (Worker’s Council, Staff Representatives, Health & Safety at 

Work Committee) were renewed in 2010, for a period of four years, and will thus expire by the end of calendar year 

2014. These renewals also led to a change in labor unions representation: only six labor unions out of the seven 

mentioned above will now participate in negotiations with the Group concerning labor agreements. 

For the Fiscal Year, the Workers Council budget amounted to € 2.5 million, of which € 1.8 million is dedicated to 

subsidizing certain employee purchases and the remaining € 0.7 million is for the Workers Council’s operating 

budget (which represents 0.53% and 0.2% of total gross salaries paid to employees, respectively). 

The Group signed an agreement for employment of disabled workers on December 26, 2007 for a period of three 

years. A new agreement was signed in March 2011 for three more years. 

The Group signed an agreement on September 8, 2010 concerning wages and gender equality at work. 

The Group is also focused on Health & Safety at work and has signed an agreement on September 1, 2011 covering 

psychosocial risks in order to provide guidelines and means to prevent critical situations and provide reliable 

support tools to employees. 

The Group did not make distributions under its legally required statutory profit sharing plan since it has cumulative 

net losses for the last five-year period, and there was no supplemental profit sharing plan applicable. The Group 

does not offer shares of the Company to its employees through a company savings scheme. 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

58 



COMMUNITY RELATIONS 

The Group is part of the “Children In Need” sponsorship program, which 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 charitable associations through its collection and donation programs. 

SUBCONTRACTING 

For the Fiscal Year, the main subcontracting agreements that the Group has in place relate to hotel room and 

theme parks cleaning, employees’ restaurants and security services. 


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 and energy, to preserve ecosystems, to reduce greenhouse gas emissions, to minimize waste and to raise public 

consciousness in support of environmental sustainability. The Group complies with environmental laws and 

regulations at French and European levels. The Group is committed to regularly communicating, both internally 

and externally, its progress toward implementing its policies and achieving its targets. 

CERTIFICATIONS RELATED TO ENVIRONMENT MANAGEMENT 

The Group’s environmental strategy 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, and is integrated within TWDC’s Safety 

and Environment strategy. 

ENVIRONMENTAL MANAGEMENT WITHIN THE GROUP 

The Group’s 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 a context of growing 

environmental costs and high expectations from the public around environmental matters, the Group decided 

during the Fiscal Year to develop a long-term environmental strategy, integrated with that of TWDC. 

In February 2011, an Environmental Task Force was created that included experts from all fields of operations 

within the Group, as well as TWDC Teams. Together they developed an environmental strategy in line with the 

French Grenelle regulations and TWDC’s mid- and long-term goals. This strategy includes a selection and 

prioritization of strategic initiatives over the next 20 years. 

Various internal project groups are in charge of implementing specific policies or initiatives related to energy 

consumption, waste management and employee behavior changes. A specific team is also in charge of monitoring 

certain on-site locations classified for environmental protection, of which eight require authorization from or a 

registration with the Préfecture de Seine-et-Marne (French state department) and 23 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 one expert monitors new laws and regulations issued by 

the public authorities. 

OPTIMIZING UTILITIES CONSUMPTION AND ENCOURAGING RENEWABLE ENERGIES DEVELOPMENT 

A team is dedicated to monitoring and managing the Group’s water, natural gas and electricity consumption 

through daily electronic analyses, allowing for appropriate corrective actions when needed. 

Utilities consumption for the past three fiscal years is presented below: 

Utility consumption (per year) 2011 

Fiscal Year 

2010 2009 

Water (thousands of cubic meters) 1,968 2,008 2,010 

Domestic natural gas (megawatt hours (“MWh”)) 107,871 111,091 110,366 

Electricity (MWh) 190,592 193,252 197,898 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

60 



Energy 

Throughout the resort, the Group has implemented energy management systems and scorecards, replaced old 

lighting and fixtures with more energy-efficient alternatives; and increased efficiency of air coolers, air handlers and 

pumps through technology enhancement and controls. As an example, this Fiscal Year included the installation of 

“smart” thermostats in 500 hotel rooms, which is expected to allow for a 30% reduction in energy consumption. In 

view of the positive results, 500 more hotel rooms are to be equipped in fiscal year 2012. 

Like every year since 2006, the Group purchases 15% of its electricity consumption from renewable energy sources. 

This purchase percentage covers 30,000 MWh, which is the equivalent to the consumption of two large hotels. The 

Group selected the “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 an independent French institute dedicated to the issuance of green certificates. Those 

certificates help guarantee the renewable origin of the energy by providing traceability. 

Water 

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. 

In September 2010, the Group announced the launch of construction for a wastewater treatment plant for the 

Theme Parks and the Disneyland ® Hotel. This facility is scheduled to open in 2013 and will lead to the recycling and 

reuse of most of the treated water for irrigation, road and sidewalk washing or ornamental ponds. The Group 

currently estimates that it will save 330,000 m 3 of drinking water 1. This new water treatment system should result in a 

35% reduction of CO 2 emissions compared to a standard treatment system. 

REDUCING DIRECT GREENHOUSE GAS (“GHG”) EMISSIONS 

During the Fiscal Year, several initiatives were launched to reduce greenhouse gas emissions, including the 

deployment of cars with lower CO 2 emissions as well as four entirely electric cars. The Group has also implemented 

a travel plan aimed at optimizing professional trips and limiting the use of individual cars through more efficient 

management of carpooling, the installation of bike sheds in the administrative areas, and is studying the 

opportunity to train 4,000 employees on “eco-driving”. In the Disneyland ® Park, a five-year program has been 

launched to replace the car combustion engines at Autopia ® with hybrid engines; six were replaced during this 

Fiscal Year. Current estimates are a 20% to 25% reduction in fossil fuel consumption compared to a gas combustion 

engine. 

During the Fiscal Year, the Group, with the help of a consulting firm, conducted a GHG diagnosis based on the 

Bilan Carbone ® methodology. The requirements of this methodology go beyond the major global agreements such as 

Kyoto protocol, and are compatible with the most recent global and European standards and regulations. This 

diagnosis will enable the Group to better estimate its GHG emission and set up an action plan consistent with the 

Group’s GHG emissions reduction objectives. 

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”). This allowance corresponds to the emissions of the Central Energy Plant that produces 

hot water for the Parks and administrative buildings. During the Fiscal Year, CO 2 emissions amounted to 

11,316 tons. 

For calendar year 2010, EDA declared 12,770 tons of CO 2 emissions, compared to 11,034 tons declared in 2009. 

These used quotas have been checked by the Bureau Veritas Certification France (consultant validated by the Ministère 

de l’Ecologie, de l’Energie, du Développement durable et de la Mer). 

1 For more information, please refer to the press release issued on September 30, 2010 and available on the Group’s website 



MINIMIZING WASTE 



The Group sends its industrial waste to incineration, with energy recovery. The Group set itself a goal of achieving a 

15% reduction of incinerated waste. Key steps in this project include increasing the proportion of purchases 

including post-consumer recycled material and implementing a recycling program throughout the Resort. Examples 

of such initiatives were the installation of recycling bins for collection of cans and plastic bottles in the Walt Disney 

Studios ® Park and employees’ areas in 2010, and in the Disney Village ® in 2011. During the Fiscal Year, materials 

collected included 33 tons of metal cans and plastic bottles. 

Food waste sorting and collection was also started in 2009 and was extended this year to several restaurants 

throughout the Resort. The volumes collected are transferred off site and treated through biomethanation, a 

biological process that produces methane from organic waste. The obtained methane is then used to produce 

electricity. During the Fiscal Year, 536 tons of food waste were collected, further contributing to the reduction of 

waste incineration and GHG. 

The Group’s annual production of waste represented 17,472 metric tons for the Fiscal Year. The percentage of 

recycled waste was about 40%. 

In 2008, the Group created the “Green Workspace” program, which allowed significant progress in waste reduction. 

The table below presents the main indicators of this program over the last three fiscal years. 

Fiscal Year 

Results of the “Green Workspace” 

program 2011 2010 2009 

Office paper ordered and % of 

recycled paper (per year) 

201 tons of which 75% of 

recycled paper 





Plastic bottles purchased 142,000 248,000 640,000 

Number of water fountains 343 342 335 

Recycled cardboard (tons per year) 1,694 1,603 1,438 

During the Fiscal Year, an Environment Trophy was created for employees and awarded for the first time. The 

trophy goes to teams achieving the objectives set by the Green Workspace program, in particular regarding 

cardboard recycling, reduction of plastic bottles purchased and reduced utilization of office paper. 

CONTROLLING AND MINIMIZING IMPACTS ON THE ENVIRONMENT 

The quality of the water on the Resort is analyzed and assessed regularly. The quality of water used and water 

discharges related to the Group’s activities are monitored internally. Specialized technicians process tests on 

ornamental lakes, storm water and waste water samples using an on-site physico-chemical and bacteriological 

laboratory. In addition, measurements 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 

accreditation committee). The Group has also implemented preventive measures to limit any environmental 

consequences of an accidental polluted water discharge outside of the Resort. 

Because the Group operates 365 days per year, some shows may produce noise pollution for persons living near the 

Resort. Specific measures have been implemented in order to respect neighborhood noise regulation, especially for 

outside music concerts and fireworks shows, which are held 80 days per year at the Group. Furthermore, the 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 are communicated through the Group’s internal 

magazine, “Backstage”. 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

62 



An approval commission 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 committee was formed to review 

all of the procedures linked to the management of chemical products. In addition, during the Fiscal Year, 

90 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”). 

EDUCATION AND ACTION WITH STAKEHOLDERS 

An “Earth Day” exhibit is set up every year to present specific environmental topics to employees. This year, the 

Earth Day occurred during the Sustainable Development Week, an initiative launched by the French Ministry of 

Ecology, Sustainable Development, Transportation and Housing. The exhibition highlighted three major themes: 

“Protect, understand and engage”. External stakeholders such as local associations were also invited to interact with 

the employees. 

Since 2009, the Group has initiated an engagement program through which it has presented its environmental 

initiatives to a group of key stakeholders, and has developed and maintained with them an exchange focused on 

constant practices improvement. These organizations include the Conseil Général de Seine-et-Marne, the Conseil Régional 

d’Ile-de-France, ADEME, the Direction Départementale du Territoire de Seine-et-Marne, WWF France, Future for Change and 

the Climate Group. 

ENVIRONMENTAL ISSUES 

No provisions or guarantees for environmental risks were recorded as of September 30, 2011 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 business interruption caused by this damage with a 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 € 3.1 million compared to € 3.5 million and € 3.7 million 

for fiscal years 2010 and 2009, respectively. 

The Group believes that its insurance coverage is adequate to protect itself in the event of incidents of the kind 

described above. 

RISK FACTORS 

The information, assumptions and estimates that the Group used to determine its strategy are subject to change or 

modification due to a certain number of factors that may affect the attendance such as the financial and competitive 

environment and context, seasonality, economic, geopolitical, climatic and travel conditions. 

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, 2011, the Group had consolidated borrowings 

of € 1,876.7 million and equity of € 176.2 million. The Group’s high degree of leverage and its financial covenant 

obligations with the Lenders (i.e., each of the banks, financial institutions and creditor companies of EDA, EDLH or 

the consolidated financing companies) can have important consequences for its business, such as: 

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

service requirements or other purposes; and 

• 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; 

• 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 repairs to existing theme parks 

and hotels assets, 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 a defined percentage of adjusted consolidated revenues 1 . On March 31, 2011, the Group obtained 

lenders’ agreement to increase the recurring annual investment budget from € 37 million to € 81 million for 

the Fiscal Year. However, there can be no assurance that Lenders authorization will be obtained for future 

significant investments and this could impact the Group’s ability to repair its on stage existing assets that are 

critical in creating the unique immersive guest experience; 

1 Adjusted consolidated revenues correspond to consolidated revenues under IFRS excluding participant sponsorships and after removing the 

effect of certain differences between IFRS and French accounting principles. 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

64 



• furthermore, as a result of deferring the payment of the entire interest to CDC under the Walt Disney 

Studios ® Parks loans with respect to the Fiscal Year, the Group’s recurring annual investment budget for fiscal 

year 2012 and thereafter will be permitted up to 3% of the prior fiscal year’s adjusted consolidated revenues, 

unless the Group obtains lenders agreement to increase the budget. For fiscal year 2012, if no agreement is 

reached, the Group’s recurring annual investment budget will be reduced by approximately € 28 million 

compared to the € 68 million of recurring investments incurred in the Fiscal Year. 

If the Group cannot pay its debt service 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 has certain financial covenant requirements. 

The Group has covenants under its debt agreements which limit its investing and financing activities. There can be 

no assurance that these covenants will be met for any particular measurement period. If compliance with financial 

performance covenants cannot be achieved in any given fiscal year, the Group will seek assistance from TWDC or 

other parties as permitted under the debt agreements. If these efforts would be unsuccessful, the relevant Lenders 

could accelerate the maturity of the debt and take other actions that could adversely affect the Group. 

This Fiscal Year, TWDC has agreed to defer a further € 8.9 million of Fiscal Year royalties into long-term 

subordinated debt in order to allow the Group to be in compliance with its financial covenant requirements. 

Subject to final review by an independent expert, the Group believes that it has complied with its financial covenant 

requirements for the Fiscal Year (see section “Cash Flows” for additional information). 

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 to € 63.9 million, compared to a net loss of € 45.2 million and 

€ 63.0 million in fiscal years 2010 and 2009, respectively. There can be no assurance that the Group will generate 

profits in the future. Accordingly, the value of the Company’s shares could be adversely affected. 

Risks Related to Financial Market Exposure 

Foreign currency risk 

A significant portion of the Group’s guests live in the United Kingdom, and pay for their visit in British pounds. An 

appreciation 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. In 

addition, a weakening of the U.S. dollar makes tourist destinations in the United States relatively more attractive, 

increasing competitive pressures on the Group and potentially adversely affecting attendance at the Resort. 

There can be no assurance that foreign currency exchange rates will remain stable in the future and thus the 

Group’s operations may be adversely affected. 

In addition, a portion of the Group’s current assets and liabilities are denominated in foreign currencies. The 

settlement of these assets and liabilities generally occur a few months after they are recorded on the Group’s 

Consolidated Statements of Financial Position. Foreign exchange rate volatility to the euro may result in any final 

cash settlements being different from the originally recorded asset or liability, which could impact the Group’s 

consolidated statements of income. The Group attempts to hedge this risk by purchasing derivative instruments. 

However, there can be no assurance that the Group’s hedging techniques will be fully effective in the future to 

insulate the Group from this risk. 


Interest rate risk 



The Group’s variable rate debt is linked to Euribor rates. The Group also has cash and cash equivalents, on which it 

receives a variable rate of interest return linked to Euribor rates. 

As of September 30, 2011, the percentage of the Group’s borrowings tied to variable interest rates were 25%, 

compared with 27% as of September 30, 2010. 

Changes to Euribor rates can impact the amount of interest expense or interest income the Group recognizes for a 

given fiscal year. 

The Group attempts to reduce this risk by hedging the following 24 months of interest cash flows, if the related 

variable interest rate borrowings are projected to exceed the Group’s cash and cash equivalents, which generate 

variable rate interest cash flows. 

As the Group will not begin to pay interest related to TWDC loans until 2017, the Group does not currently hedge 

interest payments related to these loans. 

As of September 30, 2011, the Group’s cash and cash equivalents are expected to exceed the € 94.6 million of 

related variable interest borrowings that generate interest payments during the next 24 months, and therefore the 

Group has no hedges in place. 

However, there can be no assurance that future Euribor rates will remain stable and thus the Group’s results and 

cash flows could be affected in the future. 

Risks Related to Real Estate Development 

Adverse market conditions may affect the Group’s real estate development segment. 

Under the Main Agreement dated March 24, 1987 as amended, and as of September 30, 2011, the Group has 

approximately 1,100 hectares of remaining undeveloped land, subject to land acquisition rights in or around the 

Resort. The Group records revenues in the real estate development segment primarily from the sale to real estate 

developers of land purchased under these rights. The performance of the Group’s real estate development could be 

adversely affected by a deterioration in real estate market conditions in France including the Paris area. 

Risks Related to Potential Conflicts of Interest 

TWDC currently owns 39.8% 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, 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 an indirect wholly-owned subsidiary of TWDC. The Gérant of the Company is appointed by its general 

partner, which is an indirect wholly-owned subsidiary of TWDC. The Gérant of EDA is appointed by its general 

partners (two indirect wholly-owned subsidiaries of TWDC and a wholly-owned subsidiary of the Company). The 

management company receives management fees from the Group. 

In addition, the Gérant provides and arranges for a variety of technical and administrative management services, for 

which it receives a fee from the Company and EDA and is reimbursed for its direct and indirect costs. 

The Group also uses TWDC intellectual and industrial property rights, for which the Group pays royalties to an 

affiliate of TWDC. 

Furthermore, the Group has several commercial agreements with TWDC that are important to the Group’s 

operations and for which it pays fees to TWDC. 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

66 



These various relationships and agreements of the Group with TWDC and its affiliates create potential conflicts of 

interest. The Group believes that its dealings with TWDC and its affiliates are commercially beneficial to the Group 

and that it has reasonable oversight as to the financial and commercial implications of these arrangements. This 

oversight includes for instance validation of budgets or review of actual expenditure by the Group or by 

independent third parties. 

Given the specific nature of various services provided by TWDC, the Group does not systematically request bids or 

independent evaluations of the terms for all its agreements with TWDC. However certain undertakings which 

require Lenders’ approval under the Group’s debt agreements, such as investments in new attractions which are 

designed by TWDC, who manages the construction of the project, may be subject to certain independent reviews. 

To the extent that they qualify as related-party agreements, all such agreements must be authorized by the 

Company’s or EDA’s Supervisory Board and must be subsequently ratified by the companies’ shareholders. A special 

report thereon must also 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 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 as well as to 

the effects of general economic conditions. While the Group has implemented and continues to implement 

measures designed to mitigate these risks by reducing fluctuations in attendance and spending per guest, the Group 

cannot be certain that such measures will be sufficient and will prevent 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 consumers, 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 of its seven major markets 

comprising France, the United Kingdom, Belgium, Netherlands, Spain, Italy and Germany. Consistent with the 

broader tourism industry in Europe, the Group has recently been impacted by the challenging economic 

environment and its subsequent impact on consumer behavior and spending. 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 recent recessions in our key markets. These events may have resulted in 

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. Future 

events of this type could negatively impact the Group’s activities. 

Although the Group’s management closely monitors its operating trends, 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 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 in order to avoid losing guests to competitors. 

The Group makes significant capital expenditures which may not drive incremental attendance. 

During the past fiscal years, the Group opened several new attractions such as RC Racer, Slinky Dog Zigzag Spin and 

Toy Soldiers Parachute Drop, the three attractions of Toy Story Playland in the Walt Disney Studios ® Park. These 

attractions are designed to add to the appeal and capacity of Disneyland ® Paris, further enhancing the guest 

experience to ultimately drive revenue growth. There can be no assurance, however, that these investments will in 

fact increase attendance to levels anticipated by the Group or that, if attendance increases, the additional revenues 

will be sufficient to provide a return on such investments or repayment of the Group’s other financial obligations. 

Environmental, Industrial and Global Health Risks that could cause Business Disruption 

A significant and unexpected event concerning public infrastructure, operations, weather or global health, or a 

major public transport disruption may lead to a reduction in attendance and adversely affect the Group’s revenue, 

financial position and/or results of operations. 

There are activities and facilities at the Resort, which may be hazardous to the environment. These include the 

Resort central power plant and gas station, which may suffer damages, which could disrupt the Group’s operations. 

In fiscal year 2009, the Group performed an extensive business impact analysis and implemented a Business 

Continuity Plan (“BCP”) for the most critical processes. A BCP is a set of policies and procedures that the Group 

could implement to address global health, industrial or environmental risks, in order to maintain its operations in 

the case of a significant disruption. Since 2009, the BCP was extended to other critical processes. The BCP is 

regularly enhanced and tested. 

Although the Group has extensively tested its BCP and has concluded that it is effective, there can be no guarantee 

that it will be effective in the event of a future significant business disruption. 

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 23 

“Provisions, Commitments and Contingencies” of the Group’s consolidated financial statements. For the past twelvemonth 

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 would be expected to have a material impact on its financial position or its profitability. 

However, 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. 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

68 



FINANCIAL RESULTS OF THE COMPANY FOR THE PAST FIVE FISCAL YEARS 

Capital at the end of the period 

2011 2010 

Fiscal Year 

2009 2008 2007 

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 38,976,490 38,976,490 (1) 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 347,293 428,644 503,334 673,230 97,728,244 

Result of the period (in €) 

Sales (net of VAT) 660,000 740,000 740,000 900,000 7,702,344 

Loss before income taxes, depreciation and provisions (1,322,444) (1,640,167) (2,718,085) (1,582,784) (1,674,822) 

Income taxes - - - - 198,750 

Net loss (1,400,941) (1,659,224) (2,653,214) (1,685,768) (1,660,129) 

Dividends distributed - - - - - 

Earnings per share (in €) 

Loss per share before depreciation and provisions 

but after income taxes (0.03) (0.04) (0.07) (0.04) (0.00) 

Loss per share after income taxes and 

depreciation and provisions (0.04) (0.04) (0.07) (0.04) (0.00) 

Net dividend per share - - - - - 

Employees 

Average number of employees 11 12 13 14 12 

Total payroll costs (in €) 795,996 857,125 878,886 1,080,787 777,282 

Total employee benefit costs (in €) 348,163 306,239 247,851 415,742 351,635 

(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 section C.2.2 “Reverse Stock Split” of the Group’s 2010 Reference Document. 




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 

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. 

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. 

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. 

Chessy, November 24, 2011 

Date of the 

General Meeting 

which granted 

delegation 

The Gérant, Euro Disney S.A.S. 

represented by: Philippe Gas, Chief Executive Officer 

Validity of the 

authorization 

March 17, 2010 26 months since 

March 17, 2010 


March 17, 2010 


March 17, 2010 

Maximum nominal 

amount authorized 

€ 10 million 


(credit securities) 



(credit securities) 

15% of the initial issuance 

for each issuance 

decided upon the 

delegations mentioned 

above. 

Use of delegation of 

authority by the 

Supervisory Board 

at the date hereof 

Not applicable 



B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

70 


Consolidated Financial Statements 

B.3. CONSOLIDATED FINANCIAL STATEMENTS 

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 71 

CONSOLIDATED STATEMENTS OF INCOME 72 

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME 72 

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY 73 

CONSOLIDATED STATEMENTS OF CASH FLOWS 74 

SUPPLEMENTAL CASH FLOW INFORMATION 74 

ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 75 

1. DESCRIPTION OF THE GROUP 75 

2. BASIS OF PREPARATION 78 

3. SIGNIFICANT POLICIES APPLIED BY THE GROUP 79 

4. PROPERTY, PLANT AND EQUIPMENT, INVESTMENT PROPERTY AND INTANGIBLE ASSETS 88 

5. RESTRICTED CASH 89 

6. INVENTORIES 89 

7. TRADE AND OTHER RECEIVABLES 89 

8. CASH AND CASH EQUIVALENTS 90 

9. OTHER ASSETS 90 

10. SHAREHOLDERS’ EQUITY 91 

11. MINORITY INTERESTS 92 

12. BORROWINGS 93 

13. OTHER NON-CURRENT LIABILITIES, TRADE AND OTHER PAYABLES 100 

14. DEFERRED INCOME 102 

15. SEGMENT INFORMATION 103 

16. COSTS AND EXPENSES 104 

17. NET FINANCIAL CHARGES 105 

18. INCOME TAXES 105 

19. RELATED-PARTY TRANSACTIONS 106 

20. CHANGES IN WORKING CAPITAL 107 

21. STOCK OPTIONS 107 

22. FINANCIAL INSTRUMENTS 109 

23. PROVISIONS, COMMITMENTS AND CONTINGENCIES 112 

24. EMPLOYEES 113 

25. KEY MANAGEMENT COMPENSATION 113 


CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 




(€ in millions) Note 2011 2010 2009 

Non-current assets 

Property, plant and equipment, net 4.1 1,880.3 1,974.4 2,035.5 

Investment property 4.2 14.2 14.8 39.7 

Intangible assets 4.3 40.1 48.1 54.2 

Restricted cash 5 79.7 74.6 70.2 

Other 9 13.6 12.6 13.2 

Current assets 

2,027.9 2,124.5 2,212.8 

Inventories 6 38.0 29.2 35.6 

Trade and other receivables 7 120.9 116.3 111.8 

Cash and cash equivalents 8 366.1 400.3 340.3 

Other 9 17.4 15.5 14.6 

542.4 561.3 502.3 

Total assets 2,570.3 2,685.8 2,715.1 

Shareholders’ equity 

Share capital 10 39.0 39.0 39.0 

Share premium 10 1,627.3 1,627.3 1,627.3 

Accumulated deficit 10 (1,574.0) (1,518.4) (1,478.5) 

Other 10 (2.7) (6.6) (1.2) 

Total shareholders’ equity 89.6 141.3 186.6 

Minority interests 11 86.6 94.0 100.4 

Total equity 176.2 235.3 287.0 

Non-current liabilities 

Borrowings 12 1,723.8 1,811.7 1,880.3 

Deferred income 14 16.1 10.6 29.1 

Provisions 23 21.4 17.7 17.5 

Other 13 70.5 72.4 63.4 

Current liabilities 

1,831.8 1,912.4 1,990.3 

Trade and other payables 13 311.9 317.9 275.1 

Borrowings 12 152.9 123.4 89.9 

Deferred income 14 95.8 93.2 68.9 

Other 1.7 3.6 3.9 

562.3 538.1 437.8 

Total liabilities 2,394.1 2,450.5 2,428.1 

Total equity and liabilities 2,570.3 2,685.8 2,715.1 

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

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

72 



CONSOLIDATED STATEMENTS OF INCOME 


(€ in millions except per share data) Note 2011 2010 2009 

Revenues 1,297.7 1,275.0 1,230.0 

Direct operating costs (1,052.8) (1,010.5) (977.5) 

Marketing and sales expenses (130.4) (127.1) (125.7) 

General and administrative expenses (103.0) (103.3) (100.4) 

Costs and expenses 16 (1,286.2) (1,240.9) (1,203.6) 

Operating margin 11.5 34.1 26.4 

Financial income 17 5.0 3.2 9.7 

Financial expense 17 (80.7) (82.3) (98.9) 

Gain / (loss) from equity investments 0.3 (0.2) (0.2) 

Loss before taxes (63.9) (45.2) (63.0) 

Income taxes 18 - - - 

Net loss (63.9) (45.2) (63.0) 

Net loss attributable to: 


Minority interests 11 (8.3) (5.3) (7.5) 

Average number of outstanding shares (in thousands) 38,879 38,863 38,850 

Basic and diluted loss per share (in euro) (1.43) (1.03) (1.43) 

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME 



Net loss (63.9) (45.2) (63.0) 

Employee benefits: 

Pensions – actuarial gains / (losses) 13.1 2.2 (5.8) (2.1) 

Financial instruments: 

Interest rate swaps 22.3 - - 0.1 

Forward currency contracts 22.2 2.9 (0.6) (6.3) 

Net loss on sales of treasury shares 10.2 - (0.1) (0.2) 

Income taxes relating to components of other comprehensive income - - - 

Other comprehensive (loss) / income 5.1 (6.5) (8.5) 

Total comprehensive loss (58.8) (51.7) (71.5) 

Attributable to: 


Minority interests (7.4) (6.4) (9.0) 


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

(€ in millions) Note 

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY 

Share 

capital 

Share 

premium 


Accumulated 

deficit Other (1) Total 



Minority 

interests 

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 to treasury shares held 10.2 - - - 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 


year ended September 30, 2010 - - (39.9) (5.4) (45.3) (6.4) (51.7) 

Net changes to treasury shares held 10.2 - - - - - - - 

Other transactions with shareholders - - - - - - - 



year ended September 30, 2011 - - (55.6) 4.2 (51.4) (7.4) (58.8) 

Net changes to treasury shares held 10.2 - - - (0.3) (0.3) - (0.3) 

Other transactions with shareholders - - - - - - - 


(1) The changes in other elements of shareholders’ equity are detailed in note 10.3 “Other Elements in Shareholders’ Equity” 

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

Total 

equity 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

74 



CONSOLIDATED STATEMENTS OF CASH FLOWS 



Net loss (63.9) (45.2) (63.0) 

Items not requiring cash outlays or with no impact on working capital: 

– Depreciation and amortization 173.0 167.4 160.8 

– Net book value of investment property sold 0.7 24.9 - 

– Increase in valuation and reserve allowances 6.7 1.4 1.5 

– Other 2.9 5.3 6.9 

Net change in working capital account balances: 20 

– Change in receivables, deferred income and other assets (5.0) (4.2) 5.6 

– Change in inventories (8.8) 6.0 1.4 

– Change in payables and other liabilities 63.1 81.1 10.9 

Cash flow generated by operating activities 168.7 236.7 124.1 

Capital expenditures for tangible and intangible assets (77.0) (86.5) (71.8) 

Increase in equity investments (2.6) (0.3) (0.3) 

Cash flow used in investing activities (79.6) (86.8) (72.1) 

Net (purchases) / sales of treasury shares 10.2 (0.2) - 0.2 

Repayments of borrowings (123.1) (89.9) (86.2) 

Cash flow used in financing activities (123.3) (89.9) (86.0) 

Change in cash and cash equivalents (34.2) 60.0 (34.0) 

Cash and cash equivalents, beginning of period 400.3 340.3 374.3 

Cash and cash equivalents, end of period 8 366.1 400.3 340.3 

SUPPLEMENTAL CASH FLOW INFORMATION 



Supplemental cash flow information: 

Interest paid 45.3 48.5 77.5 

Non-cash financing and investing transactions: 

Deferral into borrowings of accrued interest under TWDC and CDC subordinated loans 12 29.3 27.8 24.8 

Deferral into borrowings of royalties and management fees 12.6 33.9 25.0 50.0 


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


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 LLC and managed by Euro Disney S.A.S. (the “Gérant”), both of which are indirect whollyowned 

subsidiaries of The Walt Disney Company (“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 other 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 2011 is the fiscal year that ends on 

September 30, 2011). 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

76 



1.1. STRUCTURE OF THE GROUP 

Entities included in the Fiscal Year 2011 consolidated financial statements and their primary operating activities are 

as follows: 

Company (1) 

Euro Disney S.C.A. Parent 

Company 

% 

Ownership (2) Primary Activity 

Holding Company Headquartered in Chessy, Marne-la- 

Vallée, France 

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 five of the Group’s seven 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. 

Euro Disneyland S.N.C. (3) 

Euro Disney Vacances S.A.S. 

Val d’Europe Promotion S.A.S. 82 Real estate developer 

Les Villages Nature de Val d’Europe S.A.S. (1) 

Villages Nature Management S.A.R.L. (1) 

82 

0 

82 

41 

41 

Management company of the Phase IB Financing 

Companies 

Financing company for the Disneyland ® Park infrastructures 

and related components 

Tour operator selling mainly Disneyland ® Paris holiday 

packages 

Joint venture with Groupe Pierre & Vacances Center Parcs 

to develop and operate the “Villages Nature” project 

Joint venture with Groupe Pierre & Vacances Center Parcs 

to manage Les Villages Nature de Val d’Europe S.A.S. 

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 

(1) All entities above are consolidated using the full consolidation method except for Les Villages Nature de Val d’Europe S.A.S., Villages Nature 

Management 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”). 

(2) Percentage ownership is equal to percentage of voting rights. 

(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 consolidated 

figures are for the 12 months ended September 30 (see note 3.1.1 “Consolidation Principles”). 


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 12 1 

“Consolidation – Special Purpose Entities” (“SIC 12”) (see note 3.1.1 “Consolidation Principles”). 

The partners of the Phase IA Financing Company are various banks, financial institutions and companies holding an 

aggregate 83% participation, and Euro Disneyland Participations S.A.S., a French simplified corporation and an 

indirect wholly-owned subsidiary of TWDC, holding the remaining 17%. 

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. In addition, this amount 

will include any applicable transfer taxes payable to the French tax authorities. EDA intends to exercise the 

purchase option on December 31, 2016. If EDA does not exercise the purchase option by this date, it will have to 

pay a penalty of approximately € 125.0 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 ® and Disney’s Hotel Santa Fe ®, and the Disney Village entertainment center (collectively, 

the “Phase IB Facilities”). EDL Hôtels S.C.A. (“EDLH”) 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 partners of the Phase IB Financing Companies are various banks and financial institutions that are also lenders 

to the Phase IB Financing Companies. 

The leases expire on December 31, 2016. EDLH 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’ then 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 a second convention center located 

adjacent to the Disney’s Newport Bay Club ® hotel (the “Newport Bay Club Convention Center”). EDLH 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 

subsidiary 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 EDLH will have the option to acquire the Newport Bay 

Club Convention Center for a nominal amount. 

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

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

78 



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 

Under European Union regulation 1606/2002 of July 19, 2002, the consolidated financial statements of the Group 

(including the notes thereto) for Fiscal Year 2011 have been prepared in accordance with IFRS 1 , as adopted by the 

European Union (“EU”). The Group applied IFRS, as adopted by the EU, for Fiscal Years 2011, 2010 and 2009. 

The consolidated financial statements for Fiscal Year 2011 were prepared by the Company and reviewed by the 

Gérant on November 8, 2011. They will be submitted for approval at the Company’s next annual general meeting of 

its shareholders. 

2.1. NEW STANDARDS AND AMENDMENTS 

2.1.1. New amendments adopted by the EU and applied by the Group 

Improvements to IFRS (third omnibus issued in May 2010) were adopted by the EU on February 22, 2011 and are 

mandatory for application beginning in Fiscal Year 2011 or 2012. They consist of a collection of amendments to 

various existing standards resulting in accounting changes for presentation, recognition, measurement purposes 

and terminology changes. The adoption of these improvements had no impact on the Group’s financial position or 

disclosures. 

2.1.2. New standards and amendments issued by the IASB and not yet applied by the Group 

The following standards and amendments have not yet been adopted by the EU as of September 30, 2011, and as 

such are not yet applicable to the Group. These new standards and amendments have been issued by the IASB for 

Fiscal Years 2012 and thereafter. The practical implications of applying the following standards and amendments 

and their effect on the Group’s Financial Statements have been analyzed and are detailed below: 

• IFRS 10 “Consolidated Financial Statements” (“IFRS 10”). This new standard provides a unique consolidation 

framework, based on the principle of control. IFRS 10 defines the principle of control as comprising three 

elements: the power over the investee, the exposure, or rights, to variable returns from its involvement with 

the investee and the ability to use its power over the investee to affect the amount of the investor’s returns. 

This standard has no impact on the Group’s financial statements or disclosures. 

• IFRS 11 “Joint Arrangements”. This new standard reduces the types of joint arrangements to two: joint 

operations and joint ventures and so eliminates the option of jointly controlled assets. Proportionate 

consolidation for joint entities is eliminated, and equity accounting is now mandatory for joint ventures. The 

joint ventures to which the Group is a party are already accounted for using the equity accounting method, so 

this new standard has no impact on the Group’s financial statements or disclosures. 

• IFRS 12 “Disclosure of Interests in Other Entities”. This new standard provides disclosure requirements 

regarding the entity’s interests in subsidiaries, joint arrangements, associates and unconsolidated entities. 

These disclosure requirements are designed to help readers of financial statements to evaluate the basis of 

control, as well as any restriction on consolidated assets or liabilities. They also aim at helping evaluate the 

exposure to risks resulting from the entity’s interests in unconsolidated entities and from minority interests in 

consolidated activities. Application of this standard will require the Group to disclose additional information 

on the financial position and income of its joint ventures and special purpose entities interests. 

• IFRS 13 “Fair Value Measurement”. This new standard clarifies the framework for measuring fair value and 

the related disclosure. It was issued as part of a convergence project with Generally Agreed Accounting 

Principles in the United States (“US GAAP”). The standard does not require fair value measurements in 

addition to those already required or permitted by other IFRS standards, so this standard has no impact on 

the Group’s financial statements or disclosures. 

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. 




• Amendments to IAS 1 “Presentation of Items of Other Comprehensive Income”. These amendments were issued as 

part of a convergence project with US GAAP. They require entities to group together items presented in the 

Other Comprehensive Income statement which will be subsequently reclassified to profit or loss. In addition, the 

tax-related impact of items included in Other Comprehensive Income must be disclosed separately. Application of 

this standard impacts the presentation of the Group’s Consolidated Statements of Other Comprehensive Income. 

• Amendments to IAS 12 “Deferred Tax – Recovery of Underlying Assets”. These amendments address the 

recognition and measurement methods of deferred tax assets and liabilities related to investment property or 

property, plant and equipment recorded at fair value. The Group records its investment property and 

property, plant and equipment at amortized cost, so these amendments have no impact on the Group. 

• Revised IAS 19 “Employee Benefits”. This revised standard removes the option to defer the recognition of 

certain actuarial gains and losses (known as the “corridor” method) in the Statement of Income over the average 

employees remaining service period. The revised standard also requires additional disclosures on the risks 

related to the plan and its future cash flow impact. The Group already accounts for its defined benefit plans 

according to the prescribed method, so this revised standard has no impact on the Group’s financial 

statements. However the revised standard will require the Group to disclose additional information regarding 

future cash flows related to its retirement obligations in Fiscal Year 2014. 

• Revised IAS 27 “Separate Financial Statements”. This revised standard replaces the previous version of IAS 27 

“Consolidated and Separate Financial Statements”. Principles given in the previous version regarding 

consolidated financial statements have been withdrawn and replaced by IFRS 10 (see above). The objective of 

revised IAS 27 is to define the accounting and disclosure requirements for investments in subsidiaries, joint 

ventures and associates when an entity prepares separate financial statements under IFRS. The Group only 

prepares separate financial statements under French GAAP, so this revised standard is not applicable to the 

Group. 

• Revised IAS 28 “Investments in Associates and Joint Ventures”. This revised standard replaces the former 

version of IAS 28 “Investments in associates” to explicitly include joint ventures. There is no significant change 

in the description of the equity method in this revised standard. The Group already uses the equity method 

for joint ventures, so this standard has no impact on the Group’s financial statements or disclosures. 

• Amendments to IFRS 1 “Severe Hyperinflation and Removal of Fixed Dates for First-Time Adopters”. These 

amendments present specific measures designed to help first-time adopters of IFRS. The Group adopted IFRS 

for the first time during Fiscal Year 2006, so these amendments are not applicable to the Group. 

• Amendments to IFRS 7 “Disclosure – Transfers of Financial Assets”. These amendments introduce 

requirements to improve the disclosure of financial instruments. More specifically, they concern the transfers 

of financial assets (e.g. securitizations or securities) to another entity at the end of reporting periods and aim 

to provide a better understanding of the possible effects of any risks remaining with the transferring entity. 

The Group has not transferred financial assets to other entities, so these new disclosure requirements 

currently have no impact on the Group’s disclosure. 

3. SIGNIFICANT POLICIES APPLIED BY THE GROUP 

3.1. SIGNIFICANT ACCOUNTING POLICIES 

3.1.1. Consolidation Principles 

The consolidated financial statements include the activity 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. 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

80 



The subsidiaries and the Financing Companies are consolidated using the full consolidation method from the date 

control is transferred to the Group and would be deconsolidated from the date the related entities are no longer 

controlled by the Group. The accounting policies of the consolidated entities are all consistent to those of the 

Group. 

The Group has interests in joint ventures, whereby the joint venture parties 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 judgments related to the 

reported amounts of assets and liabilities, revenues and expenses, and the disclosure of contingent assets and 

liabilities. Significant items related to such estimates and judgments include provisions for risks, collectibility of 

trade receivables, inventory obsolescence, retirement obligations and 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 or Intangible Assets 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 lives. 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 lives 

Infrastructure 40 years 

Buildings and attractions 10 to 40 years 

Leasehold 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. Expenditures for renovations to property, plant and equipment are expensed as incurred. 

New components of larger assets may be identified subsequent to initial measurement. In such cases, the newly 

identified components are recorded separately and amortized over their estimated remaining useful lives. 

3.1.5.3. Investment Grants 

Investment grants received by the Group and related to assets under construction are recorded as deferred income for 

the duration of the construction phase. Once the construction of the assets is completed, the investment grant 

amounts are recognized as a reduction of the cost of the completed assets to which they relate. 

3.1.5.4. 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 either a financing 

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. 

3.1.5.5. 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. 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

82 



3.1.5.6. Impairment of Long-Lived Assets 

The Group performs an impairment test of its long-lived assets whenever indicators of impairment exist. In such 

cases, 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 longlived 

assets, less estimated costs of the sale, in an arm’s length transaction between knowledgeable, willing parties, 

on the basis of recent transactions for similar or sufficiently comparable assets. In the absence of such transactions, 

the Group would determine the fair value and the value in use by calculating 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 would be 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 their related facilities. The Real estate development cashgenerating 

unit primarily includes land rights and investment property (land) leased to third parties under longterm 

leases. 

3.1.6. Financial Assets and Liabilities 

3.1.6.1. Financial Assets and Liabilities Recorded at Fair Value 

Financial assets and liabilities recorded at fair value relate to derivative instruments. 

Derivative instruments are recorded at their fair value, which is the amount for which they could be exchanged or 

settled between knowledgeable, willing parties in an arm’s length transaction. 

For more information on derivative instruments and their accounting, see note 3.1.6.4. “Derivative Instruments”. 

3.1.6.2. Financial Assets and Liabilities Recorded at Cost 

Financial Assets Recorded at Cost 

Financial assets recorded at cost are mainly composed of accounts receivables. 

Accounts receivables are assets with fixed or determinable payments that are not quoted in an active market. When 

their maturity date is less than twelve months, accounts receivables are recorded at their nominal value. This 

generally represents the fair value of the amount to be received because of the short time between their recognition 

and their realization. They are subsequently recorded at amortized cost, less any provision for impairment. When 

their maturity date is more than twelve months, they are initially recorded at the fair value of the amount to be 

received. 

Accounts receivables are either classified as Trade and other receivables or as Other non-current assets in the statements of 

financial position depending on whether their maturity is less or more than twelve months, respectively. 

Financial Liabilities Recorded at Cost 

Financial liabilities recorded at cost are mainly composed of borrowings and accounts payable. 

The Group’s debt portfolio includes fixed and variable rate borrowings. Portions of the Group’s debt portfolio were 

restructured or significantly 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. 




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 percent different from the discounted present value 

of the remaining cash flows under the original borrowing terms. Significant modifications of borrowing terms are 

accounted for as an extinguishment of the existing debt, which is replaced by the fair value of the debt after its 

modification. 

Borrowings entered into prior to October 1, 2004 are recorded at cost as accepted by IFRS transition provisions, 

except if they are significantly modified after this date. As part of the 2005 Restructuring 1, all significantly modified 

borrowings were treated as an extinguishment of the initial debt and replaced with debt recorded at the fair value, 

measured using the discounted cash flow analysis (“DCF”) method 2 and the effective interest rate method 

combined. The discount rate was calculated to reflect an estimated market interest rate at the time of the 

modification which was higher than the nominal rate. The effective interest rate method consists of allocating 

interest expense using a consistent interest rate to discount the cash flows over the expected life of the related 

financial liability. The Group does not revalue its debt to fair value. 

The Group utilizes the effective interest method to calculate interest charges for financial liabilities. Effective 

interest liabilities are recorded under Other non current liabilities. 

Accounts payable are mainly comprised of liabilities with fixed or determinable payments that are not quoted in an 

active market. When their maturity is less than twelve months, they are recorded at their nominal value. This 

generally represents the fair value of the amount to be paid because of the short time between their recognition and 

their payment. When their maturity is more than twelve months, they are initially recorded at the fair value of the 

amount to be paid. 

3.1.6.3. Cash and Cash Equivalents 

Cash and cash equivalents consist of the Group’s marketable securities, cash in bank accounts and petty cash. 

Marketable securities are composed of liquid instruments, with a short-term maturity, usually less than three 

months, and that are readily convertible into a fixed amount of cash. Bank accounts are denominated in euro and 

in foreign currencies. Marketable securities and cash in bank accounts are recorded at fair value. 

The gains or losses resulting from the translation of bank accounts denominated in foreign currencies are 

recognized in the consolidated statements of income in Revenues / Costs and Expenses depending on whether the 

bank account is used to receive client payments or to pay suppliers (see note 3.1.7. “Foreign Currency Translation”). 

3.1.6.4. Derivative Instruments 

As part of its overall foreign exchange and interest rate risk management policy, the Group may enter into various 

hedging transactions involving derivative instruments. Derivative instruments used in connection with the Group’s 

hedging policy include exclusively forward exchange contracts for currency risk management. The Group enters 

into these derivative instruments in order to hedge certain forecasted transactions. The Group has not entered into 

fair value hedge derivative instruments or those that hedge net investments in foreign operations. 

The Group formally documents all relationships between hedging instruments and hedged items, as well as its risk 

management objectives and strategies for undertaking hedge transactions and the method used to assess hedge 

effectiveness. Hedging transactions are expected to be highly effective in achieving offsetting changes in cash flows 

and are regularly assessed to determine that they actually have been highly effective throughout the financial 

reporting periods for which they are implemented. 

1 Refers to the legal and financial restructuring of the Group in Fiscal Year 2005, described in the section A.3 “History and development of the 

Group” of the Group’s 2010 Reference Document. 

2 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. 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

84 



When derivative instruments qualify as hedges for accounting purposes, as defined in IAS 39 “Financial Instruments: 

Recognition and Measurement” (“IAS 39”), they 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 Consolidated statements of income. 

• Amounts recognized directly in Shareholders’ equity are reclassified to the Consolidated statements of income when 

the hedged transaction affects the Consolidated statements of income, such as when the hedged revenue is 

recognized or when a hedged purchase occurs. 

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

in Shareholders’ equity are reclassified 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, at which point they are 

reclassified to the Consolidated statements of income. 

When derivative instruments do not qualify as hedges for accounting purposes, as defined in IAS 39, they are 

recorded at their fair value and resulting gains or losses are recognized directly in the Consolidated statements of 

income. 

3.1.7. Foreign Currency Translation 

Foreign currency transactions are translated into the Group’s functional currency (i.e., 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. 

The Group hedges certain of its foreign currency transactions (see note 3.1.6.4 “Derivative Instruments”). Foreign 

currency gains or losses on hedges and on the underlying hedged transactions affect the Consolidated statements of 

income simultaneously. This results in the hedged transactions being effectively translated into the Group’s 

functional currency using the hedge exchange rates. 

The Group’s bank accounts denominated in foreign currencies are translated into euros using the exchange rates 

prevailing at the end of the reporting period (see note 3.1.6.3. “Cash and Cash Equivalents”). 

3.1.8. Debt Costs 

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. 

3.1.9. Treasury Shares 

Treasury share transactions are recorded at cost, as a component of Shareholders’ equity. Gains or losses on the 

purchase or sale of treasury shares are recognized in the Consolidated statements of other comprehensive income. 

3.1.10. 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. 


3.1.11. Provisions, Contingent Liabilities and Assets 

3.1.11.1. Provisions 

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

• It has a present obligation (legal or implicit) 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, 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 

Company. The increase in a provision due to the passage of time is recognized as Interest expense. 

3.1.11.2. Contingent Liabilities 

Contingent liabilities are either potential obligations or those that do not meet the above provisions recognition 

criteria. 

Although contingent liabilities are not recognized as liabilities on the Group’s statements of financial position, they 

are disclosed in the notes to consolidated financial statements, if significant. 

3.1.11.3. 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. 

3.1.12. Employee Benefit Obligations 

The Group provides for post retirement benefits through the use of defined contribution plans and defined benefit 

plans. 

All Group employees participate in state funded pension plans in accordance with French laws and regulations and 

in a supplemental defined contribution plan. Salaried employees also participate in a funded retirement plan. 

Contributions to these plans are paid by the Group and the employees. Employer’s part of the contribution 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 three 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 the Consolidated statements of other comprehensive income, in accordance with 

the option allowed under IAS 19 “Employee Benefits”. These calculations are performed on a yearly basis by an 

actuary 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. 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

86 



3.1.13. Share-Based Payment 

In the past, 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. 

3.1.14. 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 each contract’s term. 

In the Real Estate Development operating segment, revenue is recognized on land sales at signature of the deed of 

sale, while revenues related to service contracts and ground leases are recognized over the service or lease terms, 

respectively. 

3.1.15. Advertising Costs 

Advertising costs are expensed as incurred, except for broadcasting costs related to media campaigns which are 

expensed over the corresponding media campaign. 

3.1.16. Income Taxes 

Income taxes, when due by the Group, would be comprised of current taxes 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 Consolidated statements of comprehensive income. 

A deferred tax asset is recognized for carried forward tax losses only when it is more likely than unlikely that the 

Group will generate future taxable income against which it could utilize the past losses. Recognition of a deferred 

tax asset for carried forward tax losses, net of any deferred tax liability, will only be recorded after the Group has 

reported several consecutive years of taxable income. Any deferred tax asset, net of any deferred tax liabilities, 

would be calculated using the prevailing tax rates applicable to the Group. 


3.1.17. 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 IAS 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 generated net losses, the 

weighted average number of shares outstanding during the period was not adjusted for all potential dilutive shares 

in accordance with IAS 33. As a result, basic and diluted loss per share calculations were 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 22.1 “Fair Value of 

Financial Instruments”). 

3.2.2. Risk Management 

The Group is exposed to certain risks relating to its financial assets and liabilities. 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 foreign currency risk and interest rate risk. 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. 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. 

In the normal course of business, the Group uses derivative instruments to manage its exposure to financial market 

risks. The Group does not enter into foreign currency and interest rate transactions for speculative purposes. 

For information on foreign currency risk management and interest rate risk management, see notes 22.2 “Currency 

Risk Management” and 22.3 “Interest Rate Risk Management”. 

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. 

For information on the Group’s credit risk, see note 7.1 “Trade Receivables”. 

3.2.2.3. Liquidity risk 

Liquidity risk is the risk that the Group will experience difficulties honoring its debts and other obligations when 

they are due. 

For information on the Group’s liquidity risk, see notes 8 “Cash and Cash Equivalents”, 12.7 “Debt Maturity 

Schedule” and 12.9 “Debt Covenants”. 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

88 



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 2010 and 2011 is presented below: 


Book values 

of which: 

September 30, 

2009 

Additions 

Fiscal Year 2010 Fiscal Year 2011 

Deductions 

Transfers 

September 30, 

2010 

Additions 

Deductions 

Transfers 

September 30, 

2011 

Land and infrastructure 607.1 - - 4.2 611.3 - (0.2) 0.7 611.8 

Buildings and attractions 3,204.8 - (2.3) 68.0 3,270.5 - (6.6) 24.4 3,288.3 

Furniture, fixtures and equipment 670.3 0.2 (2.4) 24.8 692.9 0.4 (6.8) 25.7 712.2 

Construction in progress 41.0 100.0 - (101.8) 39.2 70.7 - (52.8) 57.1 

Accumulated depreciation 

of which: 

4,523.2 100.2 (4.7) (4.8) 4,613.9 71.1 (13.6) (2.0) 4,669.4 

Land and infrastructure (280.4) (17.4) - - (297.8) (17.5) 0.1 - (315.2) 

Buildings and attractions (1,609.7) (119.1) 2.3 - (1,726.5) (124.0) 6.6 - (1,843.9) 

Furniture, fixtures and equipment (597.6) (20.0) 2.4 - (615.2) (21.5) 6.7 - (630.0) 

(2,487.7) (156.5) 4.7 - (2,639.5) (163.0) 13.4 - (2,789.1) 

Total net book value 2,035.5 (56.3) - (4.8) (1) 1,974.4 (91.9) (0.2) (2.0) (1) 1,880.3 

(1) Transfers to intangible assets. 

As of September 30, 2011, property, plant and equipment with a net book value of € 1,132 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 € 1,206 million and € 1,290 million as of 

September 30, 2010 and 2009, respectively. 

Construction in progress includes tangible and intangible assets. The intangible portion is allocated to Intangible assets 

when the related project is complete. This portion amounted to € 2.0 million for Fiscal Year 2011 compared 

to € 4.8 million for Fiscal Year 2010. As of September 30, 2011, 2010 and 2009, Construction in progress included 

€ 13.2 million, € 12.7 million and € 12.2 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 2011, 2010 and 2009, interest expense capitalized as part of the construction cost of long-lived assets 

amounted to € 0.3 million, € 1.2 million and € 0.7 million, respectively. 

4.2. INVESTMENT PROPERTY 

Investment properties are land or long-lived assets held to earn lease revenues and amounted to € 14.2 million 

as of September 30, 2011 compared to € 14.8 million and € 39.7 million as of September 30, 2010 and 2009, 

respectively. They are carried at cost, less any accumulated depreciation and any accumulated impairment losses, if 

applicable. In Fiscal Year 2010, the € 24.9 million decrease mainly related to the sale of a property on which the Val 

d’Europe mall is located. This property had been subject to a long-term ground lease. In Fiscal Years 2011, 2010 and 

2009, lease revenues amounted to € 0.7 million, € 18.4 million and € 0.9 million, respectively. In Fiscal Year 2010, 

the lease revenues included € 17.6 million of deferred lease revenues related to the property sold mentioned above. 


4.3. INTANGIBLE ASSETS 



Intangible assets amounted to € 40.1 million, € 48.1 million and € 54.2 million as of September 30, 2011, 2010 and 

2009, respectively. In Fiscal Year 2011, the € 8.0 million decrease mainly reflected Fiscal Year 2011 intangible assets 

amortization. 

4.4. IMPAIRMENT LOSSES 

As of September 30, 2011, the Group determined that there were no indicator of impairment losses and therefore 

has not recorded impairment losses related to Property, plant and equipment, Intangible assets or Investment property. 

5. 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 use. 

6. INVENTORIES 

Inventories consist primarily of merchandise, spare parts used in the maintenance of long-lived assets, and food and 

beverages items. These amounts are stated net of a provision for obsolete and slow moving items. This allowance 

amounted to € 3.5 million, € 3.5 million and € 3.1 million as of September 30, 2011, 2010 and 2009, respectively. 

7. TRADE AND OTHER RECEIVABLES 

Trade and other receivables as of September 30, 2011, 2010 and 2009 are presented below: 

(€ in millions) Note 2011 

September 30, 

2010 2009 

Trade receivables 7.1 72.6 69.9 75.0 

Value Added Tax (“VAT”) 7.2 34.5 33.8 30.1 

Other 7.3 13.8 12.6 6.7 

Trade and other receivables 120.9 116.3 111.8 

7.1. TRADE RECEIVABLES 

Trade receivables are amounts due primarily from tour operators, travel agents or individual customers (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. 

The Group requires most of its trade receivables to be settled less than 30 days after an invoice is issued, except for 

real estate related transactions for which payment terms are negotiated on a case by case basis. 

As of September 30, 2011, 2010 and 2009, the reserve for potentially uncollectible trade receivables was 

€ 1.1 million, € 1.2 million and € 2.4 million, respectively. 

The Group has implemented various procedures to limit its exposure to credit risk. As of September 30, 2011, the 

amount of trade receivables overdue for more than 30 days was not significant. In addition, trade receivables do not 

present a significant concentration of credit risk due to the Group’s wide customer base and the wide variety of 

customers and markets. 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

90 



7.2. VALUE ADDED TAX (“VAT”) 

VAT is a consumption tax which is levied at each stage of production based on the value added to the goods and 

services produced at that stage. 

VAT receivables correspond to value added tax receivables from the French tax administration related to purchases 

of goods and services. As of September 30, 2011, VAT receivables amounted to € 34.5 million, compared to 

€ 33.8 million and € 30.1 million as of September 30, 2010 and 2009, respectively. 

VAT receivables are usually settled within a month. 

7.3. OTHER RECEIVABLES 

Other receivables mainly include rebates and other miscellaneous non-trade receivables. All amounts are due within 

one year. 

8. CASH AND CASH EQUIVALENTS 

Cash and cash equivalents as of September 30, 2011, 2010 and 2009 are presented below: 


September 30, 

2010 2009 

Cash 38.3 7.9 7.8 

Cash equivalents 327.8 392.4 332.5 

Cash and cash equivalents 366.1 400.3 340.3 

9. OTHER ASSETS 

Other assets as of September 30, 2011, 2010 and 2009 are presented below: 


September 30, 

2010 2009 

Debt issuance costs 9.1 8.2 9.4 10.5 

Other 5.4 3.2 2.7 

Other non-current assets 13.6 12.6 13.2 

Prepaid expenses 9.2 8.1 7.2 6.3 

Debt issuance costs 9.1 3.6 3.6 3.6 

Other 5.7 4.7 4.7 

Other current assets 17.4 15.5 14.6 

Total other assets 31.0 28.1 27.8 

9.1. DEBT ISSUANCE COSTS 

The Group incurred various costs, most notably 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 3.1.8. “Debt Costs”). 

9.2. PREPAID EXPENSES 

Prepaid expenses mainly correspond to advance payments made to suppliers of goods and services. 


10. SHAREHOLDERS’ EQUITY 

10.1. SHARE CAPITAL 



As of September 30, 2011 and 2010, and following the finalization of the share consolidation (the “Reverse Stock 

Split” 1) in December 2009, the Company’s issued and fully paid share capital was composed of 38,976,490 shares 

with a nominal value of € 1.00 each. 

As of September 30, 2009, 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 46 shares with a nominal value of € 0.01 each. 

The Company does not know the aggregate number of shares held by its employees directly or through mutual 

funds. 

10.2. LIQUIDITY CONTRACT 


meetings, the Gérant carried out a share buyback program through Oddo Corporate Finance, an independent 

investment services provider acting under a liquidity contract. For additional information, see the notice on the 

share buyback program, as well as the press releases on the liquidity contract, that are available on the Company’s 

website (http://corporate.disneylandparis.com). 



As of September 30, 2011, the Company owns 144,930 treasury shares acquired through its liquidity contract. Their 

acquisition cost amounts to € 0.7 million, and they are recorded in Shareholders’ equity as a reduction of Other equity. 

As of September 30, 2011, the Company has also € 0.4 million in cash allotted to the liquidity account. 

Gains or losses on the sale of treasury shares are recognized in the Consolidated Statements of Other Comprehensive 

Income. For Fiscal Year 2011, the Group recorded a € 0.0 million gain, compared to a € 0.1 million loss recorded for 

Fiscal Year 2010. 

Changes to the quantity of treasury shares held are recorded at historical value in shareholders’ equity. For Fiscal 

Year 2011, the Group recorded a € 0.3 million decrease in shareholders’ equity, while the value of treasury shares 

held was stable for Fiscal Year 2010. 

10.3. OTHER ELEMENTS IN SHAREHOLDERS’ EQUITY 

Certain elements directly impact the Consolidated Statements of Changes in Equity, as detailed in the Consolidated 

Statements of Other Comprehensive Income. These elements relate to actuarial gains or losses related to the employee 

benefits calculation, hedging transactions, treasury share transactions under the liquidity contract, and vested stock 

option charges. 

1 The Group implemented a 100 to 1 share consolidation on December 3, 2007, and the share consolidation period ended on December 4, 2009. 

For a description of the Reverse Stock Split and its completion, see section C.2.2. “Reverse Stock Split” of the Group’s 2010 Reference Document 

and the press release published on December 16, 2009, both available on the Company’s website (http://corporate.disneylandparis.com). 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

92 



Other equity elements as of September 30, 2011, 2010 and 2009 are presented in the below table: 


September 30, 

2009 

Fiscal Year 2010 Fiscal Year 2011 

Other 

Comprehensive 

(Loss)/Income Other 

September 30, 

2010 

Other 

Comprehensive 

(Loss)/Income Other 

September 30, 

2011 

Retirement obligation 

adjustments 13.1 (2.7) (4.8) - (7.5) 1.8 - (5.7) 

Hedging Transactions 22 (0.8) (0.5) - (1.3) 2.4 - 1.1 

Treasury Shares Transactions 10.2 (0.6) (0.1) - (0.7) - (0.3) (1.0) 

Vested stock options charge 2.9 - - 2.9 - - 2.9 

Other elements in 

Shareholders’ Equity (1.2) (5.4) - (6.6) 4.2 (0.3) (2.7) 

11. MINORITY INTERESTS 

Minority interests as of September 30, 2011, 2010 and 2009 are presented below: 


September 30, 

2009 

Comprehensive Loss 

for Fiscal Year 2010 

September 30, 

2010 

Comprehensive Loss 

for Fiscal Year 2011 

September 30, 

2011 

Accumulated profit / (loss) 34.6 (8.5) 26.1 (11.9) 14.2 

Retirement obligation adjustments 13.1 (0.6) (1.0) (1.6) 0.4 (1.2) 

Hedging transactions 22 (0.2) (0.1) (0.3) 0.5 0.2 

Vested stock options charge 0.6 - 0.6 - 0.6 

EDA Comprehensive Income 1 34.4 (9.6) 24.8 (11.0) 13.8 

Centre de Congrès Newport S.A.S. 11.1 10.2 - 10.2 - 10.2 

Phase I Financing Companies (1) 11.2 55.8 3.2 59.0 3.6 62.6 

Minority interests 100.4 (6.4) 94.0 (7.4) 86.6 

(1) Corresponds to Phase IA Financing Company and Phase IB Financing Companies. 

Minority interests represent the portion of the above entities’ interests in the Group’s net assets that are not directly 

or indirectly owned by the Company. 

11.1. CENTRE DE CONGRES NEWPORT S.A.S. 

Minority interests represent the share capital of Centre de Congrès Newport S.A.S. for which the Legally Controlled 

Group has no ownership. For a description of this special purpose financing entity, see note 1.2. “Disneyland ® Paris 

Financing”. 

11.2. PHASE IFINANCING 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”. 


12. BORROWINGS 

Borrowings as of September 30, 2011, 2010 and 2009 are presented below: 



September 30, 2011 

Principal Significantly 

modified debt 

adjustment (3) 

September 30, 

(€ in millions) Note Interest rate (1) Lease (2) Loans Total Net total 2010 2009 

CDC senior loans 12.1 5.52% 205.4 29.4 234.8 - 234.8 237.0 238.9 

CDC subordinated loans 12.1 4.90% 144.8 675.6 820.4 - 820.4 798.1 776.8 

Credit Facility – Phase IA 12.2 Euribor + 3.00% - - - - - 34.7 96.6 

Credit Facility – Phase IB 12.3 Euribor + 3.00% 25.7 4.4 30.1 (0.4) 29.7 49.5 69.0 

Partner Advances – Phase IA 12.4 3.00% 191.0 - 191.0 - 191.0 272.8 304.9 

Partner Advances – Phase IB 12.5 3.00% and Euribor + 3.00% 75.5 - 75.5 (0.1) 75.4 85.9 89.8 

TWDC loans 12.6 Euribor and Euribor + 0.20% 17.3 355.0 372.3 - 372.3 333.7 304.3 

Financial Lease 3.83% 0.2 - 0.2 - 0.2 - - 

Non-current borrowings 659.9 1,064.4 1,724.3 (0.5) 1,723.8 1,811.7 1,880.3 

CDC senior loans 12.1 5.52% 1.8 0.3 2.1 - 2.1 1.9 1.6 

CDC subordinated loans 12.1 4.90% 1.3 1.1 2.4 - 2.4 2.1 1.8 

Credit Facility – Phase IA 12.2 Euribor + 3.00% 23.6 11.9 35.5 (0.1) 35.4 63.1 63.1 

Credit Facility – Phase IB 12.3 Euribor + 3.00% 17.2 3.0 20.2 - 20.2 20.2 20.2 

Partner Advances – Phase IA 12.4 3.00% 81.8 - 81.8 - 81.8 32.1 - 

Partner Advances – Phase IB 12.5 3.00% and Euribor + 3.00% 10.9 - 10.9 - 10.9 4.0 3.2 

Financial Lease 3.83% 0.1 - 0.1 - 0.1 - - 

Current borrowings 136.7 16.3 153.0 (0.1) 152.9 123.4 89.9 

Total borrowings 796.6 1,080.7 1,877.3 (0.6) 1,876.7 1,935.1 1,970.2 

(1) The interest rate represents the weighted average interest rate for each borrowing. 

(2) Represents the borrowings of the Financing Companies and obligations related to a financial lease. 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 using an effective interest rate adjustment. This 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, 2011, some of the Group’s borrowings have variable interest rates. For a general description of 

Group policies regarding interest rate risk management, see note 22.3. “Interest Rate Risk Management”. 

12.1. CAISSE DES DEPOTS ET CONSIGNATIONS (“CDC”) LOANS 

The Group’s loans with the CDC as of September 30, 2011, 2010 and 2009 are presented below: 

September 30, 2011 

(€ in millions) Note Senior Subordinated Total 

September 30, 

2010 

September 30, 

2009 

CDC Phase I Loans 12.1.1 236.9 271.6 508.5 512.6 516.0 

Walt Disney Studios ® Park Loans 12.1.2 - 551.2 551.2 526.5 503.1 

236.9 822.8 1,059.7 1,039.1 1,019.1 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

94 



12.1.1. 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 2011, € 4.0 million of principal was repaid. These loans bear interest at a fixed 

rate of 5.34% except on an initial amount of € 43.4 million of principal which bears interest at a fixed rate of 6.33%. 

As of September 30, 2011, 2010 and 2009, accrued interest related to the CDC Phase I Loans was € 11.4 million, 

€ 11.5 million and € 11.6 million, respectively. 

12.1.2. Walt Disney Studios Park Loans 

The Walt Disney Studios Park Loans were originally comprised of a series of four loans, 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 fixed rate of 5.15%. Subject to the deferral mechanism 

described below, interest payments are due annually. 

Pursuant to the 2005 Restructuring, 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 fixed 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. The repayment of these loans is expected 

to be completed in Fiscal Year 2024. 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 calendar years 2005 through 2012. This amount is increased to € 22.7 million for each of the 

calendar years 2013 and 2014. Amounts of € 20.2 million, € 20.2 million, € 20.2 million and € 19.8 million of interest 

originally payable on December 31, 2010, 2009, 2006 and 2005, respectively, were converted into subordinated longterm 

debt. These amounts bear interest at a fixed rate of 5.15% compounded annually. No interest payments were 

deferred for calendar years 2007 and 2008. As of September 30, 2011, 2010 and 2009, € 14.7 million, € 10.3 million 

and € 7.1 million, respectively, of compounded interest was unconditionally deferred and recorded as Non-current 

borrowings. 

Following the calculation of financial performance indicators for Fiscal Year 2011 and subject to final review by an 

independent expert which is expected in the first quarter of Fiscal Year 2012, management has deferred 

€ 15.1 million of interest payments related to the last three quarters of Fiscal Year 2011, and will defer a further 

€ 5.1 million during the first quarter of Fiscal Year 2012. These amounts were originally payable on December 31, 

2011. There was no accrued interest related to the Walt Disney Studios Park Loans as of September 30, 2011, 2010 

and 2009. 

12.2. 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% (4.55% at September 30, 2011). Debt service payments are due quarterly with 

principal repayments beginning in Fiscal Year 2008 and ending in Fiscal Year 2012. During Fiscal Year 2011, 

€ 63.1 million of principal was repaid. As of September 30, 2011, 2010 and 2009, accrued interest related to the 

Credit Facility – Phase IA was € 0.1 million, € 0.3 million and € 0.5 million, respectively. 


12.3. CREDIT FACILITY –PHASE IB 



Pursuant to the credit facility agreement between EDLH, the Phase IB Financing Companies and a syndicate of 

international banks (“Credit Facility – Phase IB”), these obligations are collateralized by the Phase IB Facilities 1 . The 

Credit Facility – Phase IB bears interest at Euribor plus 3% (4.55% at September 30, 2011). Debt service payments 

are due quarterly with principal repayments beginning in Fiscal Year 2008 and ending in Fiscal Year 2013. During 

Fiscal Year 2011, € 20.2 million of principal was repaid. As of September 30, 2011, 2010 and 2009, accrued interest 

related to the Credit Facility – Phase IB was € 0.4 million, € 0.4 million and € 0.5 million, respectively. 

12.4. 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. Amounts of the principal repayments are calculated using a formula based on the Phase IA 

Financing Company’s previous years’ taxable income. Debt service payments are due quarterly. As the Phase IA 

Financing Company generated cumulative taxable income for the first time during calendar year 2010, principal 

repayments began in Fiscal Year 2011 and amounted to € 32.1 million. As of September 30, 2011, 2010 and 2009, 

accrued interest related to the Partner Advances – Phase IA was € 1.5 million, € 1.6 million and € 1.6 million, 

respectively. 

12.5. PARTNER ADVANCES –PHASE IB 

The “Partner Advances – Phase IB” originally consisted of € 15.2 million of borrowings bearing interest at Euribor 

plus 3% (4.55% at September 30, 2011) 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. Debt service payments are due quarterly. During 

Fiscal Year 2011, € 3.2 million of the variable-rate portion of the Partner Advances – Phase IB was repaid. 

For the fixed-rate portion of the Partner Advances – Phase IB, amounts of the principal repayments are calculated 

using a formula based on the Phase IB Financing Companies’ previous year’s taxable income. Debt service payment 

is due annually. As the Phase IB Financing Companies have generated cumulative taxable income during calendar 

year 2010, principal repayment began in Fiscal Year 2011. During Fiscal Year 2011, € 0.5 million of the fixed-rate 

portion of the Partner Advances – Phase IB was repaid. 

As of September 30, 2011, 2010 and 2009, accrued interest related to the Partner Advances – Phase IB was 

€ 0.4 million, € 0.4 million and € 0.5 million, respectively. 

12.6. 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. A € 100.0 million credit line has also been made available by TWDC 

to the Group. This credit line expires on September 30, 2014. As of September 30, 2011, this credit line has not 

been used. 

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

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

96 



12.6.1. 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 (2.08% at September 30, 2011), compounded annually. This loan was accepted as 

payment in full for the balance of a € 167.7 million credit line that expired on February 23, 2005. During 

Fiscal Year 2011, the Group converted € 2.0 million of accrued interest into long-term debt. The principal 

will be repayable only after the repayment of all Phase I Debt 1 and interest will begin to be paid annually from 

January 2017. 

12.6.2. Long-term Subordinated Loan – Deferrals 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 € 25.0 million 

with respect to each of Fiscal Years 2005 through 2009. As of September 30, 2011, 2010 and 2009, the resulting longterm 

subordinated debt, excluding deferred interest amounted to € 125.0 million (see note 16.1.1. “Royalties and 

Management Fees”). This long-term subordinated debt bears interest starting in December following the deferral at 

12-month Euribor (2.08% at September 30, 2011), compounded annually. Compounded interest aggregated 

€ 13.5 million as of September 30, 2011, compared to € 11.5 million and € 9.3 million as of September 30, 2010 and 

2009, respectively. The principal will be repayable only after the repayment of all Phase I Debt 1, which is scheduled 

in Fiscal Year 2024. Interest will begin to be paid annually from January 2017. 

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 € 25.0 million with 

respect to each of Fiscal Years 2007 to 2014. For Fiscal Year 2011, pursuant to the Group’s financial agreements and 

subject to final review by an independent expert to be received during Fiscal Year 2012, management has deferred 

€ 25.0 million of the conditional royalties and management fees related to Fiscal Year 2011, and originally payable in 

December 2011, into long-term subordinated debt (see note 16.1.1. “Royalties and Management Fees”). As of 

September 30, 2011, the resulting long-term subordinated debt, excluding deferred interest amounted to 

€ 75.0 million, compared to € 50.0 million as of September 30, 2010 and € 25.0 million as of September 30, 2009. 

For Fiscal Years 2010 and 2009, management deferred respectively € 25.0 million of conditional royalties and 

management fees and € 25.0 million of conditional royalties into long-term subordinated debt. This long-term 

subordinated debt bears interest starting in December following the deferral at 12-month Euribor (2.08% at 

September 30, 2011), compounded annually and aggregated € 0.9 million as of September 30, 2011, compared to 

€ 0.2 million and € 0.0 million as of September 30, 2010 and 2009, respectively. The principal will be repayable only 

after the repayment of all Phase I Debt 1, which is scheduled in Fiscal Year 2024. Interest will begin to be paid 

annually from January 2017. 

As part of the Group’s compliance with its financial covenant requirements (see note 12.9. “Debt Covenants”), 

TWDC has agreed to an additional deferral of € 8.9 million of Fiscal Year 2011 royalties into long-term subordinated 

debt. This long-term subordinated debt will bear interest starting in December following the deferral at 12-month 

Euribor (2.08% at September 30, 2011), compounded annually. The principal and interest will be repayable only 

after the repayment of all the Walt Disney Studios Park Loans. 

12.6.3. Centre de Congrès Newport S.A.S. 

As a result of this financing company’s consolidation, 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, 2011 is € 17.3 million and 

bears interest at 6-month Euribor plus 0.20% (1.95% at September 30, 2011). As of September 30, 2011, 2010 and 

2009, accrued interest related to this loan was € 6.2 million, € 5.9 million and € 5.8 million, respectively. 

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. 


12.7. DEBT MATURITY SCHEDULE 



As of September 30, 2011 and excluding an effective rate adjustment of € 0.6 million 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 


September 30, 

2011 2012 2013 2014 2015 2016 Thereafter 

CDC senior loans 236.9 2.1 2.5 2.9 3.3 3.8 222.3 

CDC subordinated loans 822.8 2.4 2.8 3.2 79.8 4.2 730.4 

Credit Facility – Phase IA 35.5 35.5 - - - - - 

Credit Facility – Phase IB 50.3 20.2 30.1 - - - - 

Partner Advances – Phase IA 272.8 81.8 67.6 15.5 0.3 - 107.6 

Partner Advances – Phase IB 86.4 10.9 30.4 15.7 13.5 8.2 7.7 

TWDC loans 372.3 - - - - - 372.3 

Financial Lease 0.3 0.1 0.1 0.1 - - - 

Total borrowings principal payments 1,877.3 153.0 133.5 37.4 96.9 16.2 1,440.3 

The table below presents the schedule of future interest payments as of September 30, 2011 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. 

Interest payments during Fiscal Year 

(€ in millions) 2012 2013 2014 2015 2016 Thereafter 

Total future interest payments 40.8 57.0 54.3 53.2 48.5 535.8 

12.8. FAIR VALUE OF BORROWINGS 

For an estimation of the fair value of the Group’s borrowings, see note 22.1. “Fair Value of Financial Instruments”. 

12.9. DEBT COVENANTS 

Pursuant to its financial agreements, the Group has defined annual performance objectives, the respect of which is 

captured in the “Performance Indicator” (see note 12.9.1. “Annual Performance Objectives”). In Fiscal Year 2011, 

the Group did not meet these objectives and is required to defer the following Fiscal Year 2011 accruals into longterm 

subordinated debt: 

• € 25.0 million of Fiscal Year 2011 royalties and management fees due to TWDC, and 

• € 15.1 million of interest due to the CDC. 

The Group is also required to defer payment of an additional € 5.1 million of interest that will be incurred, and 

otherwise payable to the CDC during the first quarter of Fiscal Year 2012. 

In addition, the Group must respect certain financial covenant requirements which primarily consist of the 

compliance with a defined annual performance objective and a debt service coverage ratio threshold as well as 

restrictions on capital expenditures and additional indebtedness (see notes 12.9.2. “Debt Service Coverage Ratio”, 

12.9.3. “Restrictions on Capital Expenditures” and 12.9.4. “Restrictions on Additional Indebtedness”). Subject to 

final review by an independent expert, the Group believes it has complied with these requirements for Fiscal Year 

2011. 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

98 



12.9.1. Annual Performance Objectives 

Subsequent to the 2005 Restructuring, certain of the Group’s financial obligations 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 due to TWDC, in respect of each Fiscal Year, that 

are to be converted to long-term subordinated debt instead of being paid; and 

• the amount of conditional interest incurred on the Walt Disney Studios Park Loans, in respect of each Fiscal 

Year, that is to be converted to long-term subordinated debt instead of being paid; 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 Group’s future operating performance. 

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 restatement of the effect of the following: 

• income / (loss) allocated to minority interests as reported in the consolidated statement of income; 

• income tax expense or benefit (current and deferred); 

• interest income / (expense) and taxes 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; 

• the variable rent of the Disneyland ® Park lease described in note 1.2. “Disneyland ® Paris Financing”; 

• certain differences between IFRS and French accounting principles. 

For Fiscal Year 2011 and the upcoming Fiscal Years, the Reference Performance Indicators are the following: 

Reference Performance Indicator of Fiscal Year 

(€ in millions) 2011 2012 2013 2014 

Royalties and Management Fees 340.6 352.7 365.8 380.6 

Walt Disney Studios Park Loans 315.6 327.7 340.8 355.6 

DSCR & Forecast DSCR calculation 295.4 307.5 318.1 332.9 


12.9.2. Debt Service Coverage Ratio 



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 any 

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 Fiscal 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 Walt Disney Studios Park Loans 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 in Fiscal Year 2028. 

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 Fiscal 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 2011 2012 2013 2014 2015 2016 

2017 and 

thereafter 

DSCR (1) 1.00 1.00 1.10 2.60 1.40 3.10 1.30 

Forecast DSCR (1) 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 these ratios to their required level, by raising additional equity or subordinated debt, or by 

obtaining forgiveness or deferral of amounts that would otherwise be payable. In such case, the Group’s cash 

balance must have benefited from the restoration amount no later than January 30 of the following year. If the 

required DSCR or Forecast DSCR is not met in respect of a given Fiscal Year for which it 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 2011, the Actual Performance Indicator was € 272 million, which was less than the Group’s annual 

reference level for purpose of this covenant. Consequently, the Group has calculated the DSCR for Fiscal Year 2011 

and the Forecast DSCR for Fiscal Year 2012. 

For Fiscal Year 2011, following the agreement by TWDC to defer the payment of € 8.9 million of additional Fiscal 

Year 2011 royalties (see note 12.6.2. “Long-term Subordinated Loan – Deferrals of Royalties and Management 

Fees”), the DSCR was 1.00 and the Forecast DSCR exceeded the minimum requirements, subject to approval by an 

independent expert. 

12.9.3. Restrictions on Capital Expenditures 

Pursuant to the Group’s financing agreements, the maximum amount of 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 any investments which received a specific waiver) is subject to restrictions. 

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 adjusted consolidated revenues 1, within the limit of 25% of the Reference 

Performance Indicator for the prior Fiscal Year. 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. 



B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

100 



If the Group utilizes the entire potential cash flow benefit of the conditional deferral of interest under the Walt 

Disney Studios Park Loans for any calendar year from 2010 to 2014, a new capital expenditure amount has to be 

determined with the Lenders, failing which these expenditures will continue to be permitted up to 3% of the prior 

Fiscal Year adjusted consolidated revenues. In such case, the remaining unused amount of the prior year is not 

carried over. 

As a result of utilizing the entire € 45.2 million of deferrals available to the Group with respect to Fiscal Year 2010, 

the Group’s recurring annual investment budget 1 for Fiscal Year 2011 and thereafter was permitted up to 3% of the 

prior Fiscal Year’s adjusted consolidated revenues 2. On March 31, 2011, the Group obtained Lenders’ agreement to 

increase the recurring annual investment budget from € 37 million to € 81 million for Fiscal Year 2011. 


the Group’s recurring annual investment budget for Fiscal Year 2012 and thereafter will be permitted up to 3% of 

the prior Fiscal Year’s adjusted consolidated revenues, unless the Group obtains Lenders’ agreement to increase the 

budget. For Fiscal Year 2012, if no agreement is reached, the Group’s recurring annual investment budget will be 

reduced by approximately € 28 million compared to the € 68 million incurred in Fiscal Year 2011. 

12.9.4. 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 € 50.0 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 € 10.0 million per year. 

13. OTHER NON-CURRENT LIABILITIES, TRADE AND OTHER PAYABLES 

Other non-current liabilities, trade and other payables as of September 30, 2011, 2010 and 2009 are presented 

below: 


September 30, 

2010 2009 

Retirement obligation 13.1 29.1 28.8 21.1 

Other non-current liabilities 13.5 41.4 43.6 42.3 

Total other non-current liabilities 70.5 72.4 63.4 

Suppliers 13.2 109.9 115.1 94.0 

Other payroll and employee benefits 94.6 92.0 86.3 

Value Added Tax (VAT) 13.3 16.7 14.8 17.0 

Payables to related companies 13.4 58.5 64.9 39.4 

Other current liabilities 13.5 32.2 31.1 38.4 

Trade and other payables 311.9 317.9 275.1 

1 Including both capital investments and fixed asset rehabilitations, which may be treated as an expense or capitalized as fixed assets under IFRS. 




13.1. RETIREMENT OBLIGATION 



The amount of the retirement obligation has been assessed by an independent actuary. 

The following table presents the detailed changes in the retirement obligation for Fiscal Years 2011, 2010 and 2009: 

(€ in millions) Note Amount 

As of September 30, 2008 17.5 

Current service cost 0.8 

Interest cost 17 1.0 

Impact on Consolidated Statements of Income 1.8 

Paid indemnities (0.3) 

Actuarial losses 2.1 






Actuarial losses 13.1.1 5.8 






Actuarial gains 13.1.1 (2.2) 


13.1.1. Actuarial (Gains) / Losses 

Actuarial gains and losses arising from changes in actuarial assumptions and experience adjustments 

are immediately recognized in Other comprehensive income. Actuarial calculations are based on long-term parameters 

supplied by the Group, which are reviewed each year. These parameters include the age and salary of employees, as 

well as employee turnover and salary inflation rates. 

The following table presents the assumptions used for the 2011, 2010 and 2009 calculations, as well as the impact of 

changes in these assumptions and experience adjustments: 

Actuarial Assumptions 2011 actuarial 

gains / 

2011 2010 2009 

(losses) 

2010 actuarial 

losses 

Retirement age 60-65 60-65 60-65 - - 

Rate of increase on salary 3.25% - 3.75% 3.25% - 3.75% 3.25% - 3.75% - - 

Discount rate 4.75% 4.00% 5.40% 3.7 (5.8) 

Payroll tax rate 47% - 49% 46% - 47% 46% - 47% (0.3) - 

Impact of changes in assumptions 3.4 (5.8) 

Experience adjustments (1.2) - 

Total actuarial gains / (losses) 2.2 (5.8) 

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, 2011, 2010 and 2009, the assumptions related to the discount rate and the 

rate of increase in salary take into account an estimated inflation rate of 2.00%. 

At September 30, 2011, a 0.25% increase in the discount rate used for the actuarial calculations would decrease the 

amount of the retirement obligation by € 1.1 million, while a 0.25% decrease in the discount rate used would 

increase the retirement obligation by € 1.2 million. 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

102 



13.2. TRADE PAYABLES MATURITY ANALYSIS 

As of September 30, 2011, trade payables amounted to € 109.9 million, of which € 45.2 million were billed and 

€ 64.7 million were not billed. As of September 30, 2011, 85% of the billed trade payables were due within 30 days 

and 15% were due within 60 days. 

13.3. VALUE ADDED TAX (VAT) 

VAT corresponds to value added tax payables to the French tax administration related to the sale of goods and 

services. As of September 30, 2011, VAT payables amounted to € 16.7 million, compared to € 14.8 million and 

€ 17.0 million as of September 30, 2010 and 2009, respectively. 

13.4. 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 19 “Related-Party Transactions”. 

13.5. OTHER LIABILITIES 

As of September 30, 2011, 2010 and 2009, other current and non-current liabilities amounted to € 73.6 million, 

€ 74.7 million and € 80.7 million, respectively. These amounts primarily include liabilities related to the application 

of the effective interest method, taxes payable, and accrued interest on debt (see note 3.1.6.2. “Financial Assets and 

Liabilities Recorded at Cost”). 

14. DEFERRED INCOME 

Deferred income primarily consist of amounts received from clients in advance of their visits, deposits received 

from business groups for on-site seminars and conventions, pre-paid rental income received on long-term ground 

lease contracts with third-party developers and participant revenues that are being recognized as income straightline 

over the term of the related contract. 

As of September 30, 2011, the Group’s deferred income have the following scheduled revenue recognition: 

(€ in millions) Amount 

2012 95.8 

2013 7.2 

2014 0.3 

2015 0.3 

2016 0.2 

Thereafter 8.1 

Total 111.9 


15. 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, 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 and 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 services delivered. Each operating segment represents a strategic 

line of business with different products and serves different markets. There is no other operating segment 

representing more than 10% of revenues, 10% of net profits or losses, or 10% of assets 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. 

15.1. STATEMENTS OF FINANCIAL POSITION INFORMATION 

The following table presents segment statements of financial position information as of September 30, 2011, 2010 

and 2009: 

Resort operating segment 

Real estate development 

operating segment Total 

The Year Ended September 30, The Year Ended September 30, The Year Ended September 30, 

(€ in millions) 2011 2010 2009 2011 2010 2009 2011 2010 2009 

Capital assets (1) 1,907.2 2,009.8 2,077.5 27.4 27.5 51.9 1,934.6 2,037.3 2,129.4 

Other assets 627.0 643.6 577.6 8.7 4.9 8.1 635.7 648.5 585.7 

Total assets 2,534.2 2,653.4 2,655.1 36.1 32.4 60.0 2,570.3 2,685.8 2,715.1 

Total liabilities 2,381.5 2,437.7 2,400.0 12.6 12.8 28.1 2,394.1 2,450.5 2,428.1 

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

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

104 



15.2. STATEMENT OF INCOME INFORMATION 

For Fiscal Years 2011, 2010 and 2009, no inter-segment transactions occurred. 

Resort operating segment 

Real estate development 

operating segment Total 

Fiscal Year Fiscal Year Fiscal Year 

(€ in millions) 2011 2010 2009 2011 2010 2009 2011 2010 2009 

Revenues 1,275.2 1,215.2 1,212.1 22.5 59.8 17.9 1,297.7 1,275.0 1,230.0 

Direct operating costs (1,043.9) (980.8) (972.5) (8.9) (29.7) (5.0) (1,052.8) (1,010.5) (977.5) 

Marketing and sales expenses (130.4) (127.1) (125.7) - - - (130.4) (127.1) (125.7) 

General and administrative expenses (99.7) (99.7) (96.6) (3.3) (3.6) (3.8) (103.0) (103.3) (100.4) 

Costs and expenses (1,274.0) (1,207.6) (1,194.8) (12.2) (33.3) (8.8) (1,286.2) (1,240.9) (1,203.6) 

Operating margin 1.2 7.6 17.3 10.3 26.5 9.1 11.5 34.1 26.4 

Financial income 5.0 3.2 9.5 - - 0.2 5.0 3.2 9.7 

Financial expense (80.5) (82.3) (98.9) (0.2) - - (80.7) (82.3) (98.9) 

Income / (loss) from equity 

investments 0.3 - 0.1 - (0.2) (0.3) 0.3 (0.2) (0.2) 

(Loss) / profit before taxes (74.0) (71.5) (72.0) 10.1 26.3 9.0 (63.9) (45.2) (63.0) 

Income tax benefit (expense) - - - - - - - - - 

Net (loss) / profit (74.0) (71.5) (72.0) 10.1 26.3 9.0 (63.9) (45.2) (63.0) 

16. COSTS AND EXPENSES 

16.1. DIRECT OPERATING COSTS 

Direct operating costs for Fiscal Years 2011, 2010 and 2009 are presented below: 


Fiscal Year 

2010 2009 

Royalties and management fees 16.1.1 74.2 71.7 71.3 

Depreciation and amortization 163.5 157.1 151.3 

Other direct operating costs 16.1.2 815.1 781.7 754.9 

Direct operating costs 1,052.8 1,010.5 977.5 

16.1.1. Royalties and Management Fees 

Royalties represent amounts payable to an indirect wholly-owned subsidiary of TWDC under a license agreement. 

This license agreement 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 Group’s Resort operating revenues. 

Management fees are payable to the Gérant, as specified in EDA’s by-laws. Management fees are based upon 

operating revenues of the Group. 

TWDC agreed to defer certain royalties and management fees due by the Group to affiliates of TWDC. For more 

details, see note 12.6.2. “Long-Term Subordinated Loan – Deferrals of Royalties and Management Fees” and 

note 12.9. “Debt Covenants”. 


16.1.2. 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. 

16.2. MARKETING AND SALES EXPENSES 

Marketing and Sales expenses are mainly comprised of costs related to advertising, wages and benefits for employees 

in marketing and sales roles and costs associated with sales and distribution. 

16.3. GENERAL AND ADMINISTRATIVE EXPENSES 

General and Administrative expenses consist mainly of wages and benefits for employees in general and 

administrative roles, costs associated with information systems, and depreciation and amortization. 

17. NET FINANCIAL CHARGES 

For Fiscal Years 2011, 2010 and 2009, the Group’s net financial charges are composed of the following: 


Fiscal Year 

2010 2009 

Financial income 

Investment income 5.0 3.2 9.7 

5.0 3.2 9.7 

Financial expense 

Interest expense 74.7 76.2 89.6 

Net financial expense / (income) on derivative instruments 22 (0.1) - 1.1 

Interest cost on employee benefit obligations 13.1 1.1 1.1 1.0 

Other 5.0 5.0 7.2 

80.7 82.3 98.9 

Net financial charges (75.7) (79.1) (89.2) 

18. INCOME TAXES 

18.1. CURRENT INCOME TAXES 

Income tax expense, when payable by the Group, would be calculated using the statutory tax rate in effect in France 

as of the end of the reporting period, as well as the applicable income tax calculation rules. For Fiscal Years 2011, 

2010 and 2009, the statutory tax rate was 34.43%. 

18.2. DEFERRED TAXES 

As of September 30, 2011, deferred taxes included unused tax losses carried forward of approximately € 1.8 billion, 

which can be carried forward indefinitely. 

Recognition of a deferred tax asset for carried forward tax losses, net of any deferred tax liability, will only be 

recorded after the Group has reported several consecutive years of taxable income. Any deferred tax assets, net of 

any deferred tax liabilities, would be calculated using the prevailing tax rates applicable to the Group. 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

106 



19. RELATED-PARTY TRANSACTIONS 

Related-party transactions between the Group and TWDC are presented below: 


Fiscal Year 

2010 2009 

Revenues 

Other services 19.1 3.9 3.5 3.1 

Costs and expenses 

Royalties and management fees 16.1 (74.2) (71.7) (71.3) 

Development agreement and other services 19.2 (32.2) (32.4) (33.1) 

Net financial charges 19.3 (6.5) (6.2) (9.5) 

Total (109.0) (106.8) (110.8) 


September 30, 

2010 2009 

Trade and other receivables 2.3 1.5 0.9 

Total assets 2.3 1.5 0.9 

Liabilities 

Borrowings – TWDC Loans 12.6 372.3 333.7 304.3 

– Partner Advances – Phase IA (1) 46.4 51.8 51.8 

Trade and other payables (2) 13.4 58.5 64.9 39.4 

Total liabilities 477.2 450.4 395.5 

(1) Corresponds to the 17% indirect ownership interest of TWDC in the Partner Advances – Phase IA. 

(2) As of September 30, 2011, 2010 and 2009, included royalties and management fees outstanding for an amount of € 44.6 million, € 50.8 million 

and € 25.2 million, respectively. 

19.1. OTHER SERVICES 

Other services revenues primarily include amounts received from The Walt Disney Company (France) S.A.S. in 

relation to the lease of office space located in the Walt Disney Studios ® Park. 

19.2. 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 Agreement 1, in its capacity as the management company. 

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. 

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

• The Group has an agreement with Disney Interactive Media Group (“DIMG”) to host the Group’s Internet 

sites. This agreement was signed in 2007 and was renewed after a competitive bidding process. The renewed 

agreement is valid as of October 1, 2010 and until March 2014. Under this agreement, an annual fixed fee of 

$ 0.4 million is due to DIMG. An expense of € 0.3 million was recorded in Fiscal Year 2011 for predefined 

transaction volumes and resources necessary to supply these services. 

• The Group has various agreements with Disney Destinations LLC (“DD LLC”) for support services, notably its 

provision of call center services or information technology solutions for the hotels and sales and distribution 

departments. An expense of € 2.9 million was recorded in Fiscal Year 2011 under these agreements. 

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. 


19.3. NET FINANCIAL CHARGES 



For Fiscal Years 2011, 2010 and 2009, net financial charges mainly resulted from interest expenses related to the 

long-term debt that the Group owes TWDC. For a discussion on the various interest terms provided under the 

financing arrangements with TWDC, see note 12.6. “TWDC Loans”. 

19.4. ADDITIONAL ARRANGEMENTS 

TWDC manages the construction of the Group’s attractions. During Fiscal Years 2011, 2010 and 2009, the Group 

incurred € 5.8 million, € 10.8 million and € 9.4 million of construction costs with TWDC, respectively. These costs 

are capitalized as Property, plant and equipment. 

A € 100.0 million credit line has also been made available by TWDC to the Group, expiring on September 30, 2014. 

As of September 30, 2011, this credit line has not been used. 

The Group also has a contingent liability related to TWDC. Pursuant to the 1994 Financial Restructuring 1 , the 

Company is required to pay a development fee of € 182.9 million to TWDC upon meeting certain future conditions 

(see note 23.2.1. “Contingent Liabilities”). The Group has not accrued for this amount. 

20. CHANGES IN WORKING CAPITAL 

For Fiscal Years 2011, 2010 and 2009, changes in working capital are presented below: 


Fiscal Year 

2010 2009 

Change in receivables, deferred income and other assets (5.0) (4.2) 5.6 

Change in inventories (8.8) 6.0 1.4 

Change in: 

Current and non current payables to related parties 27.5 51.5 21.4 

Current and non current accrued interest 24.1 22.9 2.8 

Other 11.5 6.7 (13.3) 

Change in payables and other liabilities 63.1 81.1 10.9 

Net increase in working capital account balances 49.3 82.9 17.9 

In Fiscal Years 2011, 2010 and 2009, the changes in payables to related parties were primarily driven by the amount of 

royalties paid, which depends on the prior year’s respective deferrals. In Fiscal Years 2011, 2010 and 2009, payments of 

royalties amounted to € 46.6 million, € 21.2 million and € 49.6 million, respectively (for more information on deferrals, 

see note 12.6.2. “Long-Term Subordinated Loan – Deferrals of Royalties and Management Fees”). 

Changes in working capital were driven by the € 25.4 million increase of royalty payments in Fiscal Year 2011 

compared with Fiscal Year 2010. The corresponding amount in Fiscal Year 2010 was deferred into long-term 

subordinated debt. 

21. STOCK OPTIONS 

The Company’s shareholders have approved the implementation of two different stock option plans since 1999, 

authorizing the issuance of stock options to employees or mandataires sociaux (corporate officers) together referred 

to as the “Beneficiary” or “Beneficiaries” for the acquisition of the Company’s outstanding common stock. 

1 Refers to the memorandum of agreement of March 1994 between the Group and its major stakeholders outlining the terms of a restructuring of 

the Group’s, the Phase I Financing Companies’ and TWDC’s obligations. See section A.3.2. “Financing of the Resort’s Development” of the 

Group’s 2010 Reference Document for more details. 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

108 



The 1999 stock option plan terminated in Fiscal Year 2010: there were no remaining outstanding options for this plan as 

of September 30, 2011. For all stock option plans, stock options were granted at a market exercise price calculated in 

accordance with governing laws. Under the 2004 stock option plan, stock options were 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 eight years from their issuance date and become exercisable over a minimum of four 

years in equal installments beginning one year from the date of grant under the last stock option plan. 

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), options are cancelled at the effective date of the dismissal. 

The following table provides more information about the stock options granted and outstanding 

as of September 30, 2011. 

2004 Plan (1) 

Date of shareholder approval 12/17/2004 

Attribution date 9/6/2005 3/8/2006 3/14/2007 TOTAL 

Total number of stock options granted (2) including: 525,698 77,915 101,506 705,119 

– the statutory management - - - - 

– the employees receiving the ten largest option grants (2) 120,995 6,611 33,128 160,734 

Options exercisable from 09/06/2005 03/08/2006 03/14/2007 - 

Expiration date 09/06/2013 03/08/2014 03/14/2015 - 

Option exercise price (€) (3) 13.00 11.00 9.00 - 

Number of options exercised as of Sept. 30, 2011 (2) - - - - 

Stock options cancelled in Fiscal Year 2011 67,256 1,202 12,893 81,351 

Remaining outstanding stock options (2) 261,373 50,589 35,331 347,293 

Remaining outstanding and exercisable stock options (2) 261,373 50,589 35,331 347,293 

(1) The period of validity for options granted under this plan is eight 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. 

(2) Each stock option provides the right to purchase one share of the Company’s stock at the exercise price. These numbers take into account the 

2007 adjustments following the Reverse Stock Split and the 2005 adjustment following the share capital increase. 

(3) Option exercise price adjusted following the 2005 share capital increase, and the 2007 Reverse Stock Split. 


21.1. CHANGES IN STOCK OPTIONS 



A summary of the Company’s stock option activity for Fiscal Years 2011 and 2010 is presented below: 

Number of options 

(in thousands) 

Weighted-average 

exercise price 

(in €) 

Stock options outstanding as of September 30, 2009 563 17.51 

Options granted - - 

Options exercised - - 

Options cancelled (134) 34.04 






The expense recorded for stock options was € 0.0 million in Fiscal Year 2011. For Fiscal Years 2010 and 2009, 

€ 0.0 million and € 0.3 million were respectively recorded. 

21.2. POTENTIAL EQUITY DILUTION 

As of September 30, 2011, the percentage of total potential equity dilution that could result from the exercise of 

stock options is 0.89%, compared to 1.10% and 1.45% as of September 30, 2010 and 2009, 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. 

22. FINANCIAL INSTRUMENTS 

22.1. FAIR VALUE OF FINANCIAL INSTRUMENTS 

22.1.1. Financial Assets and Liabilities Recorded at Fair Value 

The following table presents the value of the Group’s financial assets and liabilities recorded at fair value as 

of September 30, 2011, 2010 and 2009: 


September 30, 

2010 2009 

Foreign currency hedge contracts 2.9 2.6 3.3 

Total assets 2.9 2.6 3.3 

Foreign currency hedge contracts 1.7 4.7 4.1 

Total liabilities 1.7 4.7 4.1 

The fair value of the Group’s derivative instruments is based on data indirectly observable from active market prices 

(“Level 2” under the IFRS 7 “Improving Disclosure about Financial Instruments” classification for fair value 

measurement). 

For more details on the Group’s foreign currency hedging contracts and interest rate swaps, see notes 22.2. 

“Currency Risk Management” and 22.3. “Interest Rate Risk Management”. 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

110 



22.1.2. Financial Assets and Liabilities Recorded at Cost 

The following table presents the carrying value of the Group’s financial assets and liabilities recorded at cost and 

their fair value as of September 30, 2011, 2010 and 2009: 


Recorded 

value 

2011 

September 30, 

2010 2009 

Fair 

value 

Recorded 

value 

Fair 

value 

Recorded 

value 

Accounts receivables and other assets 123.1 123.1 118.1 118.1 113.7 113.7 

Total assets 123.1 123.1 118.1 118.1 113.7 113.7 

Borrowings 1,876.7 1,218.8 1,935.1 1,468.4 1,970.2 1,338.8 

Trade payables and other liabilities 336.1 336.1 341.9 341.9 296.6 296.6 

Total liabilities 2,212.8 1,554.9 2,277.0 1,810.3 2,266.8 1,635.4 

The estimated fair value of Borrowings is calculated using a DCF valuation methodology. It is equal to the sum of 

future cash flows discounted using a discount rate that is determined according to the current long-term yield on 

French government bonds, the risk in European corporate bond market and the Group’s relative credit risk. The 

decrease in the fair value of Borrowings as of September 30, 2011 compared to the prior year end is due to an 

increase in the discount rate related to a higher risk in European corporate bond market, as well as € 123.1 million 

of repayments. The increase in the fair value of Borrowings as of September 30, 2010 was mainly due to a decrease in 

long-term government bond yields, partly offset by principal repayments. 

The recorded value of accounts receivables, other assets, trade payables and other liabilities generally equals their 

fair value due to the short time between their recognition and their realization (for assets) or settlement (for 

liabilities). Trade receivables and payables payment terms are presented in notes 7.1. “Trade Receivables” and 

13.2. “Trade Payables Maturity Analysis”, respectively. 

22.2. CURRENCY RISK MANAGEMENT 

22.2.1. Currency Risk Exposure and Foreign Currency Hedges 

The Group’s exposure to foreign currency risk relates principally to variations in the value of the U.S. dollar and 

British pound. The following table presents the Group’s balance sheet main exposures to foreign currencies as of 

September 30, 2011: 

Foreign Exchange Risk Exposure 

(USD / GBP in millions) USD GBP 

Assets 0.1 4.8 

Liabilities (1.5) (1.1) 

Foreign exchange risk exposure (1.4) 3.7 

Foreign exchange contracts in place to hedge assets - (4.8) 

Foreign exchange contracts in place to hedge liabilities 1.5 - 

Net foreign exchange risk exposure 0.1 (1.1) 

The Group attempts to reduce its currency risk by purchasing hedging instruments. 

As of September 30, 2011, 2010 and 2009, the Group had € 169.5 million, € 168.9 million and € 139.5 million, 

respectively, of foreign currency hedge contracts outstanding. 

In Fiscal Years 2011, 2010 and 2009, the net impact of the settlement of foreign currency hedge contracts was a 

€ 2.6 million loss, a € 2.4 million loss and a € 14.0 million gain, respectively. These amounts correspond to the 

effective portion reclassified from Other elements in equity and Minority interest to Revenue or Costs and expenses when the 

hedged transactions affect the Consolidated Statements of Income (see note 3.1.6.4. “Derivative Instruments”). 


Fair 

value



The ineffective portion of foreign currency derivatives is recognized in Financial charges. For Fiscal Year 2011, this 

amount was a € 0.1 million gain. For Fiscal Years 2010 and 2009, the ineffective portion of foreign currency 

derivatives was a € 0.0 million gain and a € 1.1 million gain, respectively. 

The effective portion of foreign currency derivatives relates to transactions that have not yet affected the 

consolidated statements of income and are recorded in Other elements in equity and in Minority interest (see notes 10.3. 

“Other Elements in Shareholders’ Equity” and 11 “Minority Interests”). Changes to the effective portion during the 

year are presented as part of the Consolidated Statements of Other Comprehensive Income and amounted to an unrealized 

gain of € 2.9 million, an unrealized loss of € 0.6 million and an unrealized loss of € 6.3 million, in Fiscal Years 2011, 

2010 and 2009 respectively. 

22.2.2. Exchange Rate Sensitivity 

The following table presents the impact on Net loss attributable to equity holders of the parent and Shareholders’ equity of a 

hypothetical 10% appreciation of foreign exchange rates to the euro on September 30, 2011, taking into account 

the Group’s portfolio of foreign currency derivative instruments: 


Decrease in net loss 

attributable to the parent 

Increase/(decrease) in 

shareholders’ equity 

10% appreciation of U.S. dollar to euro - 3.6 

10% appreciation of British pound to euro (0.1) (8.9) 

22.3. INTEREST RATE RISK MANAGEMENT 

As of September 30, 2011, 2010 and 2009, approximately 25% of the Group’s borrowings was tied to floating 

interest rates, resulting in weighted average interest rates of 3.97%, 3.93% and 4.56%, respectively, on total 

borrowings of € 1.9 billion. 

The Group’s variable rate debt is linked to Euribor rates. The Group also has cash and cash equivalents, on which it 

receives a variable rate of return linked to Euribor rates. 

Changes to Euribor rates can impact the amount of interest expense or interest income the Group recognizes for a 

given Fiscal Year. 

The Group attempts to reduce this risk by hedging the following 24 months of interest cash flows, if the related 

variable interest rate borrowings are projected to exceed the Group’s cash and cash equivalents, which generate 

variable rate interest cash flows. 

As the Group will not begin to pay interest related to TWDC loans until 2017, the Group does not currently hedge 

interest payments related to these loans. 

As of September 30, 2011, the Group’s cash and cash equivalents are expected to exceed the € 94.6 million of 

related variable interest borrowings that generate interest payments during the next 24 months, and therefore the 

Group has no hedges in place. 

The following table presents the Group’s net exposure to interest rate risk as of September 30, 2011, 2010 and 2009: 


September 30, 

2010 2009 

Variable rate borrowings excluding TWDC loans 94.6 181.2 267.7 

Less cash and cash equivalents (366.1) (400.3) (340.3) 

Net interest rate risk exposure (271.5) (219.1) (72.6) 

The Group had no interest rate swap agreements in Fiscal Years 2011 and 2010. In Fiscal Year 2009, the Group was 

counterparty to several interest rate swaps. These swaps enabled management to limit the impact of volatility in 

future cash flows required for interest payments on floating rate borrowings. 

In Fiscal Year 2009, the net result on the settlement of interest rate swaps was a € 2.1 million loss. 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

112 



23. PROVISIONS, COMMITMENTS AND CONTINGENCIES 

23.1. PROVISIONS 

Provisions as of September 30, 2011, 2010 and 2009 are presented below: 



Increase 4.4 

Reversal (4.2) 

of which reversal without costs (1.1) 


Increase 6.9 

Reversal (3.2) 

of which reversal without costs (0.8) 


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 incidents arising from 

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. 

23.2. COMMITMENT AND CONTINGENCIES 

23.2.1. Contingent liabilities 

The table below sets out the Group’s contingent obligations as of September 30, 2011, 2010 and 2009: 


September 30, 

2011 

Commitments terms expiring 

Less than 

1 year 

1-5 

years 

More than 

5 years 

September 30, 

2010 

September 30, 

2009 

TWDC contingent obligations 182.9 - - 182.9 182.9 182.9 

Other 145.6 37.1 104.3 4.2 165.1 51.6 

Total contingent obligations 328.5 37.1 104.3 187.1 348.0 234.5 

As part of the terms of the 1994 Financial Restructuring agreement, the payment of a one-time development fee to 

TWDC of € 182.9 million was required upon the satisfaction of certain conditions, including the initiation of 

construction of a second park and the authorization of the Lenders for its financing. This fee primarily 

corresponded to costs incurred by TWDC from 1990 to 1994 for the design and development of a second park, 

whose development was eventually postponed in Fiscal Year 1994. 

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 of the development fee so that it will not be due unless and until future events occur. These events 

include the repayment of all of the Group’s existing bank debt and the achievement of a level of operating margin 

before depreciation and amortization higher than € 472.6 million. 

The Group has also provided certain performance guarantees to contractual partners, which, depending on future 

events, may or may not require the Group to pay an amount up to € 6.8 million. These amounts are included in the 

Other line of the figure presented above. Other components of this line amount to € 138.8 million and correspond 

to several long-term service contracts. 


23.2.2. Other commitments 

23.2.2.1. Future Investments 



The Group has committed to future investments related to the improvement of the Resort and existing assets, for an 

amount of € 40.9 million, as of September 30, 2011. 

23.2.2.2. Other Leases 

The Group has other operating leases, primarily for office and computer equipment and vehicles, for which total 

rental expense was € 30.0 million, € 29.6 million and € 32.1 million for the years ended September 30, 2011, 2010 

and 2009, respectively. 

As of September 30, 2011, future minimum rental commitments under these non-cancelable operating leases are as 

follows: 


2012 10.1 

2013 6.4 

2014 4.7 

2015 3.5 

2016 1.5 

Thereafter 0.5 

Total 26.7 

24. EMPLOYEES 

The Group’s weighted-average number of employees for Fiscal Years 2011, 2010 and 2009 is presented below: 

2011 

Fiscal Year 

2010 2009 

Salaried 1,779 1,789 1,806 

Hourly 11,963 11,521 11,552 

Total 13,742 13,310 13,358 

Total employee costs for Fiscal Years 2011, 2010 and 2009 were € 556.9 million, € 524.8 million and € 509.3 million, 

respectively. 

25. KEY MANAGEMENT COMPENSATION 1 

25.1. CORPORATE OFFICERS (“MANDATAIRES SOCIAUX”) 

25.1.1. The Gérant 

For Fiscal Years 2011, 2010 and 2009, base management fees earned by the Gérant amounted to € 12.9 million, 

€ 12.7 million and € 12.3 million, respectively. For more details on the calculation method for the Gérant’s base 

management fees, see note 16.1.1. “Royalties and Management Fees”, as well as section A.4.1. “Significant undertakings 

related to the Resort’s Development” of the Group’s 2010 Reference Document, and section “Management of the 

Group in Fiscal Year 2011” of the Group and Parent Company Management Report for Fiscal Year 2011. 

1 As the Company is a French Limited partnership, the Group considers that key management as defined by IAS 24 corresponds to the corporate 

officers: the Gérant and the Supervisory Board. In addition, the Group has put in place a Management Committee that is comprised of the direct 

reports of the Gérant’s Chief Executive Officer. The Group estimated it appropriate to disclose its total compensation in this note. 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

114 



25.1.2. The Supervisory Board 

During Fiscal Years 2011, 2010 and 2009, fees paid to members of the Company’s Supervisory Board for attending 

Board meetings were € 276,041, € 263,297 and € 193,315 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. For more 

details, see the Group and Parent Company Management Report for Fiscal Year 2011, section “Management of the 

Group in Fiscal Year 2011”. 

25.2. THE MANAGEMENT COMMITTEE 

During the Fiscal Year, the aggregate compensation and other amounts, including social charges, relocation and 

accommodation expenses, paid by the Group on behalf of the Management Committee members was € 7.5 million. As 

of September 30, 2011, these same officers held together a total of 88,854 of the Company’s stock options, 

185,847 of TWDC’s stock options and 141,947 of TWDC’s restricted stock units. For additional information on the 

Company’s stock options, see note 21 “Stock options”. 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. For more details, see the Group and Parent Company Management Report 

for Fiscal Year 2011, section “Management of the Group in Fiscal Year 2011”. 



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 


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 

92208 Neuilly-sur-Seine 75008 Paris 

STATUTORY AUDITORS’ REPORT 

ON THE CONSOLIDATED FINANCIAL STATEMENTS 

For the year ended September 30, 2011 

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 30 September 2011, on: 

• the audit of the accompanying consolidated financial statements of EURO DISNEY S.C.A.; 

• the justification of our assessments; 

• the specific verification required by law. 

These consolidated financial statements have been reviewed 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. 

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, using sampling techniques 

or other methods of 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, 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 30 September 2011 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. 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

116 


Statutory Auditors’ Report on the Consolidated Financial Statements 

II - JUSTIFICATION OF OUR ASSESSMENTS 

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 matter(s): 

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 Gérant to assess the valuation of these assets. 

These assessments were made as part 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 in accordance with professional standards applicable in France the 

information presented 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 24, 2011 

The statutory auditors 


Eric Bulle Pierre-Olivier Cointe 



Company Financial Statements Prepared Under French Accounting Principles 

B.5. COMPANY FINANCIAL STATEMENTS PREPARED UNDER FRENCH ACCOUNTING PRINCIPLES 

BALANCE SHEETS 118 

STATEMENTS OF INCOME 119 

NOTES TO THE FINANCIAL STATEMENTS 120 

1. DESCRIPTION OF THE BUSINESS 120 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 120 

3. INVESTMENTS IN SUBSIDIARIES 121 

4. OTHER FIXED ASSETS 121 

5. ACCOUNTS RECEIVABLE FROM AFFILIATED COMPANIES 121 

6. SHAREHOLDERS’ EQUITY 121 

7. DEBT AND ACCOUNTS PAYABLE 122 

8. REVENUES 122 

9. OTHER EXTERNAL COSTS AND EXPENSES 123 

10. EXCEPTIONAL INCOME 123 

11. INCOME TAX 123 

12. STOCK OPTIONS 123 

13. EMPLOYEES 125 

14. SUPERVISORY BOARD COMPENSATION 125 

15. FEES PAYABLE TO STATUTORY AUDITORS 125 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

118 



BALANCE SHEETS 

September 30, 

(€ in millions) Note 2011 2010 

Fixed Assets 

Intangible assets 0.2 0.2 

Investments in subsidiaries 3 603.8 603.7 

Other assets 4 1.1 1.1 

Current assets 

605.1 605.0 

Account receivable from affiliated companies 5 14.3 16.0 

Total assets 619.4 621.0 


Share capital 39.0 39.0 

Share premium 1,442.5 1,442.5 

Legal reserve 16.9 16.9 

Accumulated deficit, beginning of year (878.2) (876.5) 

Current year net loss (1.4) (1.7) 

Accounts payable and other liabilities 

6 618.8 620.2 

Accounts payable and accrued liabilities 0.1 0.2 

Payroll and tax liabilities 0.5 0.6 

7 0.6 0.8 

Total shareholders’ equity and liabilities 619.4 621.0 


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



STATEMENTS OF INCOME 


(€ in millions) Note 2011 2010 

Revenues 

Costs and expenses 

8 0.7 0.7 

Services and other 9 (0.7) (0.8) 

Wages (0.8) (0.9) 

Employee benefits (0.4) (0.3) 

Other 9 (0.3) (0.3) 

(2.2) (2.3) 

Loss before financial charges (1.5) (1.6) 

Net financial income - - 

- - 

Loss before exceptional and income taxes (1.5) (1.6) 

Exceptional loss 10 0.1 (0.1) 

Income tax 11 - - 

Net loss (1.4) (1.7) 

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

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

120 


Notes to the Financial Statements 

1. DESCRIPTION OF THE BUSINESS 

NOTES TO THE FINANCIAL STATEMENTS 

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 LLC and managed by Euro Disney S.A.S. (the “Gérant”), both of which are indirect wholly-owned 

subsidiaries of The Walt Disney Company (“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 other 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 2011 is the fiscal year that ends on September 30, 

2011). 

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 

under the Plan Comptable Général. 

2.2. INTANGIBLE ASSETS 

Intangible assets consist of rights related to a Theme Park attraction and are recorded at acquisition cost. 

Amortization of these costs is computed over twenty years using the straight-line method. 

2.3. INVESTMENTS IN SUBSIDIARIES 

Investments in subsidiaries are stated at their acquisition cost less any applicable impairment charges. 

On an annual basis, the Company reviews the value in use of its investments in subsidiaries. When the value in use is 

lower than the gross 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, the present value analysis of future expected cash flows, the strategic materiality of the 

subsidiary, as well as its future potential profitability. 

2.4. RETIREMENT OBLIGATION 

The Company provides for post retirement benefits through the use of defined contribution plans and defined 

benefit plans. 

All employees participate in state funded pension plans in accordance with French laws and regulations and in a 

supplemental defined contribution plan. Salaried employees also participate in a funded retirement plan. 

Contributions to these plans are paid by the Company and the employees. Employer’s part of the contribution is 

expensed as incurred. The Company has no future commitment with respect to these benefits. 




In addition to the above plans, the Company also provides for defined benefit plans through the Company’s 

collective bargaining agreements which call for retirement benefits ranging from one-half month to three months 

of gross wages to be provided to employees who retire from the Company at the age of 60 or older after completing 

at least one year of service. 

3. INVESTMENTS IN SUBSIDIARIES 

As of September 30, 2011 and 2010, the Company held direct ownership in the following entities: 

September 30, 2011 September 30, 2010 

(€ in millions) Net value % of ownership Net value % of ownership 

EDA 603.6 82% 603.6 82% 

Euro Disney Commandité S.A.S. 0.2 100% 0.1 100% 

603.8 603.7 

For Fiscal Years 2011 and 2010, the Company reviewed the value in use of its investment in EDA and concluded that 

no impairment provision was required. 

As of September 30, 2011 and 2010, no financial guarantees or asset-backed collateral were granted by the Company 

to its subsidiaries. During Fiscal Years 2011 and 2010, no dividends were received from these subsidiaries. 

Additional information (prepared under French GAAP) related to the Company’s subsidiaries as of and for the year 

ended September 30, 2011, is as follows: 


Share 

capital 

Shareholders’ 

equity Revenues Net loss 

Outstanding 

loans and 

advances granted 

by the Company 

EDA 611.1 327.4 1,218.2 (79.4) 14.3 

Euro Disney Commandité S.A.S. 0.2 0.2 - - - 

4. OTHER FIXED ASSETS 

As of September 30, 2011, other fixed assets amounted to € 1.1 million and mainly included treasury shares owned 

as part of the liquidity contract and cash allocated to the liquidity account (see note 6.2 “Liquidity Contract”). 

5. ACCOUNTS RECEIVABLE FROM AFFILIATED COMPANIES 

As of September 30, 2011 and 2010, accounts receivable from affiliated companies were comprised of cash advances 

made to EDA for € 14.3 million and € 16.0 million, respectively. These advances are due within one year. 

During Fiscal Year 2011 these accounts receivable bore interest at an annual average rate of Euribor 3 months minus 

0.50%. For Fiscal Year 2011, those interests amounted to € 0.1 million. 

6. SHAREHOLDERS’ EQUITY 


Share 

capital 

Share 

premium 

Legal 

reserve 

Accumulated 

deficit Net loss 

Shareholders’ 

equity 

Balance as of September 30, 2009 39.0 1,442.5 16.9 (873.9) (2.7) 621.9 

Allocation of net loss for the year ended September 30, 2009 - - (2.7) 2.7 - 

Net loss for the year ended September 30, 2010 - - - - (1.7) (1.7) 


Allocation of net loss for the year ended September 30, 2010 - - - (1.7) 1.7 - 

Net loss for the year ended September 30, 2011 - - - (1.4) (1.4) 


B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

122 



As of September 30, 2011 and 2010, the Company’s legal reserve was € 16.9 million, which is not available for 

distribution. 

For Fiscal Year 2011, the Company’s financial statements are prepared by the Company and submitted for approval 

at the next annual shareholders’ general meeting. As of September 30, 2011 the net loss amounted to € 1.4 million. 

The shareholders will then decide to allocate this net loss to the accumulated deficit. For Fiscal Years 2010, 2009 and 

2008 no share dividends were distributed. 

6.1. SHARE CAPITAL 

As of September 30, 2011, and following the finalization of the share consolidation (the “Reverse Stock Split” 1)in 

December 2009, the Company’s issued and fully paid share capital was composed of 38,976,490 shares with a 

nominal value of € 1.00 each. 

6.2. LIQUIDITY CONTRACT 


meetings, the Gérant carried out a share buyback program through Oddo Corporate Finance, an independent 

investment services provider acting under a liquidity contract. For additional information, see the notice on the 

share buyback program, as well as the press releases on the liquidity contract, that are available on the Company’s 

website (http://corporate.disneylandparis.com). 



As of September 30, 2011, the Company owns 144,930 treasury shares acquired through its liquidity contract. Their 

acquisition cost amounts to € 0.7 million. As of September 30, 2011, the Company has also € 0.4 million in cash 

allotted to the liquidity account. 

7. DEBT AND ACCOUNTS PAYABLE 

September 30, 

(€ in millions) 2011 2010 

Trade payables 0.1 0.2 

Payroll, employee benefits and tax liabilities 0.3 0.4 

Other accrued liabilities 0.2 0.2 

0.6 0.8 

As of September 30, 2011, trade payables amounted to € 0.1 million and were mainly composed of accrued payables. 

The amount of billed payables was not material and was due within 30 days. 

8. REVENUES 

In Fiscal Years 2011 and 2010, revenues amounted to € 0.7 million and consisted of services provided to EDA under 

an administrative assistance agreement. 

1 The Company implemented a 100 to 1 share consolidation on December 3, 2007, and the share consolidation period ended on December 4, 

2009. For a description of the Reverse Stock Split and its completion, see section C.2.2. “Reverse Stock Split” of the Group’s 2010 reference 

document and the press release published on December 16, 2009, both available on the Company’s website 



9. OTHER EXTERNAL COSTS AND EXPENSES 



For Fiscal Year 2011, services and other consisted primarily of bank commissions, printing services and audit fees. 

For Fiscal Year 2011, other costs and expenses consisted primarily of fees due to members of the Company’s Supervisory 

Board. 

10. EXCEPTIONAL INCOME 

In Fiscal Years 2011 and 2010, exceptional income included the net income on treasury share sales. 

11. INCOME TAX 

During Fiscal Years 2011 and 2010, no income tax was payable as no taxable income was generated by the Company. 

As of September 30, 2011, the Company’s unused tax loss carry-forwards approximated a total of € 31.4 million, 

which are available to be carried forward indefinitely. 

The Company is subject to income tax at a rate of 33.33%, which will be increased, when applicable, by a 3.3% social 

contribution. 

The Company files stand alone tax reports. It has not signed any consolidated tax return agreement. 

12. STOCK OPTIONS 

The Company’s shareholders have approved the implementation of two different stock option plans since 1999, 

authorizing the issuance of stock options to employees or mandataires sociaux (corporate officers) together referred 

to as the “Beneficiary” or “Beneficiaries” for the acquisition of the Company’s outstanding common stock. 

The 1999 stock option plan terminated in Fiscal Year 2010: there were no remaining outstanding options for this 

plan as of September 30, 2011. For all stock option plans, stock options were granted at a market exercise price 

calculated in accordance with governing laws. Under the 2004 stock option plan, stock options were 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 eight years from their issuance date and become exercisable 

over a minimum of four years in equal installments beginning one year from the date of grant under the last stock 

option plan. 

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), options are cancelled at the effective date of the dismissal. 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

124 



The following table provides more information about the stock options granted and outstanding 

as of September 30, 2011. 

2004 Plan (1) 

Date of shareholder approval 12/17/2004 

Attribution date 9/6/2005 3/8/2006 3/14/2007 TOTAL 

Total number of stock options granted (2) including: 525,698 77,915 101,506 705,119 

– the statutory management - - - - 

– the employees receiving the ten largest option grants (2) 120,995 6,611 33,128 160,734 

Options exercisable from 09/06/2005 03/08/2006 03/14/2007 - 

Expiration date 09/06/2013 03/08/2014 03/14/2015 - 

Option exercise price (€) (3) 13.00 11.00 9.00 - 

Number of options exercised as of Sept. 30, 2011 (2) - - - - 

Stock options cancelled in Fiscal Year 2011 67,256 1,202 12,893 81,351 

Remaining outstanding stock options (2) 261,373 50,589 35,331 347,293 

Remaining outstanding and exercisable stock options (2) 261,373 50,589 35,331 347,293 

(1) The period of validity for options granted under this plan is eight 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. 

(2) Each stock option provides the right to purchase one share of the Company’s stock at the exercise price. These numbers take into account the 

2007 adjustments following the Reverse Stock Split and the 2005 adjustment following the share capital increase. 

(3) Option exercise price adjusted following the 2005 share capital increase, and the 2007 Reverse Stock Split. 

12.1. CHANGES IN STOCK OPTIONS 

A summary of the Company’s stock option activity for Fiscal Years 2011 and 2010 is presented below: 

Number of 

options 

(in thousands) 

Weighted-average 

exercise price 

(in €) 











13. EMPLOYEES 



The weighted average number of employees employed by the Company for Fiscal Years 2011 and 2010 amounted to 

11 persons and 12 persons, respectively. All of them held salaried positions. 

Total employee costs for Fiscal Years 2011 and 2010 were € 1.1 million and € 1.2 million, respectively. 

As of September 30, 2011, the actuarial-evaluated amount for retirement obligation was € 0.1 million and was not 

recorded on the balance sheet. 

14. SUPERVISORY BOARD COMPENSATION 

During Fiscal Years 2011 and 2010, fees paid to members of the Company’s Supervisory Board for attending Board 

meetings were € 276,041 and € 263,297, 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 for the Company have been granted to the members of the Supervisory Board. 

15. FEES PAYABLE TO STATUTORY AUDITORS 

In Fiscal Year 2011, fees expensed for the audit of statutory accounts amounted to € 112.8 million. 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

126 


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 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 financial statements taken as a whole and not to 

provide separate assurance on individual account captions or on information taken outside of the financial statements. 

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

standards applicable in France. 


63, rue de Villiers 76, rue de Monceau 


STATUTORY AUDITOR’S REPORT ON THE FINANCIAL STATEMENTS 

For the year ended September 30, 2011 





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, 2011, 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 reviewed 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, using sample techniques or other methods of 

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, 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 assets and liabilities and of the financial 

position of the Company as at September 30, 2011, and of the results of its operations for the year then ended in 

accordance with French accounting principles. 


II - JUSTIFICATION OF OUR ASSESSMENTS 


Statutory Auditors’ Report on the Financial Statements 

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 matter(s): 

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 as part of our audit of the 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 VERIFICATIONS AND INFORMATION 

We have also performed, in accordance with professional standards applicable in France, the specific verifications 

required by French law. 

We have no matters to report as to the fair presentation and the consistency with the financial statements of the 

information given in the management report and in the documents addressed to the shareholders with respect to 

the financial position and the financial statements. 

Concerning the information given in accordance with the requirements of article L.225-102-1 of the French 

Commercial Code (Code de commerce) relating to remunerations and benefits received by the directors and any other 

commitments made in their favour, we have verified its consistency with the financial statements, or with the 

underlying information used to prepare these financial statements and, where applicable, with the information 

obtained by your company from companies controlling your company or controlled by it. Based on this work, we 

attest the accuracy and fair presentation of this information. 

In accordance with French law, we have verified that the required information concerning the identity of 

shareholders and holders of the voting rights has been properly disclosed in the management report. 





B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

128 


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. 




STATUTORY AUDITORS’ SPECIAL REPORT 

ON RELATED-PARTY AGREEMENTS AND COMMITMENTS 

Year ended September 30, 2011 





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 undisclosed related-party agreements and commitments. We are only 

required to report to you, on the basis of the information provided to us, on the main features and terms of the 

related-party 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 de Commerce, it is your responsibility to determine whether these 

agreements and commitments are appropriate and should be approved. 

ABSENCE OF AGREEMENTS AND COMMITMENTS 

Please note that we have received no notice of any related-party 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 de Commerce. 

RELATED-PARTY AGREEMENTS AND COMMITMENTS AUTHORISED IN PRIOR 

YEARS, WHICH REMAINED IN FORCE DURING FISCAL YEAR 2011 

Under the provisions of the Code de commerce, we have been informed of the following related-party agreements and 

commitments authorised in prior years, which still remained in force during the last period. 



Statutory Auditors’ Special Report on Related-Party Agreements and Commitments 

1. AGREEMENTS BETWEEN YOUR COMPANY AND EURO DISNEY S.C.A., A SUBSIDIARY IN WHICH YOUR 

COMPANY HAS AN 82% SHAREHOLDING 

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 of 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 related-party agreements remained in place during the period: 

1. The sub-licence contract, between your company and Euro Disney Associés S.C.A., (“EDA”), which allows the 

latter to continue to use the name “Euro Disney” free of charge and, in addition, to execute all those contracts 

not transferred to EDA under the Contribution Agreement. 

2. The cash flow agreement, between your company and EDA, by which your company made available to EDA 

funds that it kept from the 2005 capital increase. The funds made available amounted to € 14.3 million at 

30 September 2011. An income amounting to € 100.6 thousand was recognised in fiscal year 2011 related to 

this advance. 

3. The 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 2011, your Company recognised 

€ 0.66 million of income related to this agreement. The related payments received for the period represent 

€ 0.79 million and include related taxes. 

2. THE AGREEMENT BETWEEN YOUR COMPANY AND EURO DISNEY S.A.S., THE GERANT OF YOUR 

COMPANY, IN WHICH THE WALT DISNEY COMPANY HAS A 99% SHAREHOLDING 

In compliance with article IV of the company by-laws, the Gérant receives from your company an annual income 

equal to € 25,000 payable in one payment at the end of each fiscal year. 

For the 2011 fiscal year a charge of € 25,000 was recorded related to this agreement. This amount has not been paid 

by your company. 

We have performed the work 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 

work consisted of checking the information given to us with the documents on which it is based. 





B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

130 


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 


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, 2011 

(“Fiscal Year 2011”). 

You will find a detailed presentation of Fiscal Year 2011 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 Euro Disney S.C.A. group (the “Group”) for Fiscal Year 2011 show a net loss of € 63.9 million 

compared to a net loss of € 45.2 million for the prior year. Net loss attributable to equity holders of the parent 

amounted to € 55.6 million and net loss attributable to minority interests amounted to € 8.3 million. 

Total revenues of the Group for Fiscal Year 2011 increased 1.8% to € 1,297.7 million. 

Resort revenues increased by € 60.0 million to € 1,275.2 million, reflecting higher guest spending and volumes in 

theme parks and hotels. 

Theme parks attendance increased 4% compared to the prior-year period to 15.6 million, while average spending 

per guest increased 2% to € 46.23. Hotel occupancy also increased by 1.7 percentage point to 87.1% while average 

spending per room increased 5% to € 219.74. 

The increase in attendance was primarily due to more guests visiting from France, United Kingdom and Spain. The 

increase in hotel occupancy was due to more guests from France and the United Kingdom as well as higher business 

group activity. 

The increase in average spending per guest was due to higher spending on admissions and food and beverage while 

the increase in average spending per room was due to higher daily room rates and spending on food and beverage. 

The Group’s operating margin decreased to € 11.5 million from € 34.1 million during the prior year. 

The Group’s costs and expenses for Fiscal Year 2011 increased 3.7% to € 1,286.2 million compared to the prior year. 

This increase was primarily due to investments related to enhancing the guest experience, labor rate inflation and 

volume-related resort costs. Partially offsetting this increase were lower real estate cost of sales. In addition, in fiscal 

year 2010, the Group also benefited from the refund of certain tax payments made in previous years, for a net 

amount of € 6.2 million. 

The Group’s general and administrative expenses remained stable at € 103.0 million compared to the prior year. 

Cash and cash equivalents decreased by € 34.2 million compared to the prior year to € 366.1 million, driven by 

€ 123.3 million of debt repayment due that Fiscal Year. 

We remind you that the Group also has to meet certain 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 2011, because of a lower operating margin, the Group did not meet some of its minimum 

performance objectives and therefore deferred the payment of € 25.0 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 accrued in the Group’s income statement and 

thus are included in the Group’s net loss for Fiscal Year 2011. 




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 2012. In the first quarter of the Fiscal Year, the Group also deferred € 5.1 million of interest 

related to its performance objectives of the prior-year. 

Concerning the financial covenant requirements, as explained by the Gérant in its report and subject to final thirdparty 

review, the Group believes that it has complied with these covenants for Fiscal Year 2011. To allow the Group 

to be compliant, TWDC has agreed to defer an additional amount of € 8.9 million of Fiscal Year 2011 royalties into 

long-term subordinated debt. 

As the Group utilized the entire deferrals of the interests due to CDC for the Walt Disney Studios Parks with respect 

to the fiscal year 2011, the Group’s recurring annual investment budget for fiscal year 2012 and thereafter will be 

permitted up to 3% of the prior fiscal year’s adjusted consolidated revenues, unless the Group obtains lenders 

agreement to increase this budget. For fiscal year 2012, if no agreement is reached, the Group’s recurring annual 

investment budget will be reduced by approximately € 28 million compared to the prior fiscal year’s € 68 million 

recurring investment incurred. 

For fiscal year 2012, 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 Group’s 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 future conditional deferrals. 

The Supervisory Board reminds you that these results came in an adverse economic environment, which intensified 

during the summer season of Fiscal Year 2011, together with unfavourable weather conditions during the peak 

summer holiday season. The Supervisory Board underlines that, despite this exceptional economic environment, all 

the Group’s business key drivers increased, proving the operational success of Disneyland Paris. 

However, the Supervisory Board indicates that it is particularly disappointing to note that the Group did not 

generate a consolidated net profit for Fiscal Year 2011 and that the net loss increased to reach € 63.9 million. 

Though the Board was explained that there were a number of non-recurring items, including a € 47 million real 

estate sale, that positively impacted the net results last year and so comparisons to last year should be considerate. 

The Supervisory Board recognized that the Group must continue focusing on its long-term plan to improve the 

guest experience and guest satisfaction as these are critical to drive long-term performance. Management explained 

to the Board that continuing investments in its assets, notably improving the appearance of its existing on stage 

assets, are also critical to sustaining the Group’s position as Europe’s number one tourist destination and are vital to 

long-term success. However, the Supervisory Board and the Financial Accounts Committee have stressed that the 

Group also pays close attention to cost evolution as this continues to negatively impact short-term performance. 

The focus on the long-term strategy, the upcoming 20 th Anniversary, the strength of the Disney brand, together with 

focused marketing and sales strategies, should continue to have a positive effect on the Group’s key drivers. 

Nevertheless, the Supervisory Board notes that a lot will depend on the health and evolution of the European travel 

and tourism market and on any European economic recovery. 

Given the persistent lack of visibility regarding the economic environment over the coming months, the Supervisory 

Board asked that the Group cautiously approaches its long-term strategy, and that cost reductions be an integral 

part of this strategy, although not to the detriment of any long-term potential growth. The goal of the Group must 

continue to be the achievement of a sustained level of profitability. The Board insists that this is of utmost 

importance to all parties, but first and foremost, the Group’s minority shareholders. 

The Supervisory Board will closely monitor the actions taken by the Group. 

We remind you that you are requested to approve the renewal of terms of office, for a three (3) year term, of 

Mr. Michel Corbière and Mr. James A. Rasulo which expire at the close of this Shareholders’ Meeting. 

You are also requested to approve the renewal of terms of office, for a six (6) years term, of PricewaterhouseCoopers 

Audit which expire at the close of this Shareholders’ Meeting. 

B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


B 

132 



You are then requested to approve the appointment for a period of six (6) years term, of Mr. Yves Nicolas as 

Substitute Statutory Auditor, in replacement of Mr. Etienne Boris whose term of office expires at the close of this 

Shareholders’ Meeting, 

You are finally requested to grant to the Gérant a new authorization to purchase and to sell the Company’s shares on 

the stock market in accordance with the provisions of Articles L. 225-209 and seq. of the French Commercial Code 

(“Code de commerce”). As described in the supplemental report of the Gérant, the previous authorization enabling the 

Gérant to conduct same transactions on securities under the Thirteenth Resolution of the Ordinary General 

Shareholders’ Meeting held on March 4, 2011 has been used by the Gérant to implement a liquidity contract and will 

expire on September 4, 2012. 

In light of the foregoing, we recommend that you approve all the resolutions presented to your Shareholders’ 

Meeting. 

Chessy, December 2, 2011. 

For the Supervisory Board 


Chairman of the Supervisory Board 



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 


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 relatedparty 

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, 2011, 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, December 2, 2011. 

For the Supervisory Board 



B 

B.1 

B.2 

B.3 

B.4 

B.5 

B.6 

B.7 

B.8 

B.9 


134 

C. ADDITIONAL INFORMATION 


C.1. THE COMPANY AND ITS CORPORATE GOVERNANCE 

C.1.1. The Company 

ADDITIONAL INFORMATION 

The Company and its Corporate Governance 

The Company was originally structured in 1985 as a French corporation 1 . 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 2 under the name Euro Disneyland S.C.A. 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, 2011, EDL Holding Company LLC (an indirect wholly-owned subsidiary of TWDC) owns 

approximately 39.8% of the Company’s share capital (see section C.2.4. “Breakdown of the Share Capital and 

Voting Rights”, sub-section “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 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 NAF (previously named APE) code is 9321Z. 

1 The previous corporate names of the Company were Mivas S.A. from October 21, 1985 to October 24, 1988, Société d'Exploitation d'Euro 

Disneyland S.A. from October 24, 1988 to February 24, 1989 and Euro Disneyland S.C.A. from February 24, 1989 to February 4, 1991. 

2 The Company has since requested the cancellation of its shares listings on the Euronext Brussels Exchange and the London Stock Exchange (see 

section C.2.5 “Markets for the Securities of the Company”). 

C 

C.1 

C.2 

C.3 

C.4 

C.5 


C 

136 



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 “Main 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 the previous year to September 30 of the current 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, if any, reduced by the cumulated prior years’ losses, and this amount is allocated to a reserve account required 

by law pursuant to Article L. 232-10 of the French Commercial Code. This withdrawal shall cease to be required 

when these reserves have reached one-tenth of the Company’s share capital. As of September 30, 2011, the amount 

of the reserve is € 16.9 million, which is greater than one-tenth of the Company’s share capital and therefore no 

additional withdrawal is currently required. 

If applicable, the distributable profit consists of the profit for the Fiscal Year, reduced by the cumulated prior years’ 

losses together with the amounts that are to be allocated to the reserves, as required by law or the bylaws, and 

increased by any cumulated profits carried forward. 

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 prevailing law. After any allocation to reserves, distributable profits shall be allocated 

pro rata to the shareholders in proportion to their respective holdings of common stock shares. 

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 a court 

decision. Dividends are payable to holders of shares of common stock outstanding at the time such dividends were 

approved for distribution by the shareholders. 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). 

EDL Participations S.A.S. (the “General Partner”) will receive each year 0.5% of the Company’s profits for the Fiscal 

Year, when applicable. 

As of September 30, 2011, the Company does not have any distributable profit. 


General Meetings 

Convening Meetings 



General shareholders’ meetings, either ordinary or extraordinary, are held at least annually and may be called by 

the Gérant, the Supervisory Board or any other persons empowered to do so pursuant to applicable prevailing law or 

the bylaws of the Company. 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 Company’s 

registered office 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 attend and participate in 

meetings and to 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, prior to 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 of 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, in 

accordance with the requirements of applicable prevailing law and regulations: 

• designate as proxy any individual or legal entity of his/her choice; 

• vote by mail; or 

• give a proxy to the Company without voting instructions. 

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 

In accordance with French law, 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 third business day prior to the 

date of the shareholders’ general meeting. There is no clause providing for double or multiple voting rights in favor 

of certain 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 (“Euro Disney S.A.S.”); and 

• the Supervisory Board. 

To the Company’s knowledge, members of the Supervisory Board and the representatives of the Gérant and General 

Partner have no family relationship. 

C 

C.1 

C.2 

C.3 

C.4 

C.5 


C 

138 



The General Partner 

The Company’s General Partner 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 simple majority vote of common stock 

shareholders 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 shareholders’ vote 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 

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 2011, the General Partner was not entitled to any distribution. 

As of September 30, 2011, the General Partner held ten shares of the Company. 

The General Partner was represented by Mr. Greg Richart, Chairman and CEO until January 13, 2012. Mr. Richart 

was the Group’s Chief Financial Officer and a member of the Management Committee from August 1, 2009 until 

November 22, 2011 (for additional information, see section B.2. “Group and Parent Company Management 

Report”, sub-section “Management of the Group in Fiscal Year 2011”). Moreover, he was a corporate officer in three 

companies until January 13, 2012, 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. On November 22, 2011, Mr. Richart was replaced by Mr. Mark Stead who is now the Group’s Chief 

Financial Officer, as well as a member of the Management Committee. Mr. Mark Stead has been Chairman and 

CEO of the General Partner since January 13, 2012. Moreover Mr. Mark Stead has been a corporate officer in three 

companies since January 13, 2012, 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. 

To the Company’s knowledge, and in the previous five years, the General Partner and its legal representative have 

not been: 


• involved in any official public incrimination and/or sanction by statutory or regulatory authorities (including 

designated professional bodies); 



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 Company’s registered office (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 prevailing legal and regulatory requirements. 

Matters requiring a resolution passed by a simple majority of the common stock shareholders at an ordinary general 

meeting include, without limitation: 

• election of an individual to the Supervisory Board; 

• approval of the Company’s consolidated and statutory accounts 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 Company 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 Gérant’s legal representative. 

A resolution passed by a two-thirds majority of common stock shareholders is required to approve any amendment 

to the bylaws, including any increase or reduction of the Company’s share capital, any merger or divestiture or any 

conversion to another form of corporate organization. 

The Gérant (“Euro Disney S.A.S.”) 

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 the Company’s sole 

management company at the extraordinary shareholders’ meeting held on February 24, 1989. The Gérant was 

initially formed as a French corporation (société anonyme) and was transformed into a simplified corporation (société 

par actions simplifiée) 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. was also appointed as the management company for 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 with a six-month prior written notice to the Supervisory Board or 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 by decision of the General Partner with a vote of a shareholders’ 

extraordinary general meeting; or 

• by judicial action that legitimate grounds exist for such removal, as provided by applicable law, upon a final 

and binding court judgment, that may not be appealed, by competent jurisdiction. 

The Gérant’s Chief Executive Officer 

The Gérant is represented by Mr. Philippe Gas, Chief Executive Officer (“CEO”). 

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 program and is not entitled to any severance payment 

as a result of the beginning or termination of this corporate position and does not have any non-competition 

indemnity. As a member of the Management Committee (for further information on this committee, see 

section B.2. “Group and Parent Company Management Report”, sub-section “Management of the Group in 

Fiscal Year 2011”), Mr. Gas is required to hold a minimum of 250 shares of the Company for the duration of his 

membership. 

C 

C.1 

C.2 

C.3 

C.4 

C.5 


C 

140 



The compensation and other benefits provided to Mr. Gas are detailed in the following tables 1. 

Summary table of the Gérant’s CEO compensation, stock option and share allocations 

(in €) 

Fiscal Year 

2011 2010 

Compensation due for the Fiscal Year 623,435 705,052 

Value of TWDC stock options granted during the Fiscal Year 252,406 207,663 

Value of TWDC restricted stock units granted during the Fiscal Year 401,115 300,750 

Total 1,276,956 1,213,465 

Each line of the table above is detailed in the following tables. 

Summary table of the Gérant’s CEO compensation 

Fiscal Year 

2011 2010 

(in €) due paid due paid 

Fixed compensation 379,673 379,673 373,406 373,406 

Variable compensation (1) - in euros 225,804 321,968 321,968 258,129 

Variable compensation (1) - in USD (for information) 325,000 410,000 410,000 350,000 

Extraordinary compensation - - - - 

Director’s fee - - - - 

Fringe benefits 17,958 45,419 (2) 9,678 9,678 

Total 623,435 747,060 705,052 641,213 

(1) 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. 

(2) Fringe benefits paid in Fiscal Year 2011 included € 27,461 due with regards to Fiscal Year 2008. 

Stock options granted during Fiscal Year 2011 to the Gérant’s CEO 

The following table details information on TWDC stock options granted to the Gérant’s CEO during Fiscal 

Year 2011: 

TWDC stock options 

Date of the plan 2005 

Number of options 31,480 

Option exercise price USD 39.65 

Options exercisable from 

25% on January 26, 2012 

25% on January 26, 2013 

25% on January 26, 2014 

25% on January 26, 2015 

Expiration date January 26, 2021 

Value of the options (in €) (1) 252,406 

(1) Based on the USD/EUR exchange rate at the date of attribution. 

No Euro Disney stock options have been granted to the Gérant’s CEO during the Fiscal Year. 

1 These tables were drawn up pursuant to the Association française des entreprises privées (“AFEP”) / Mouvement des entreprises de France (“MEDEF”) 

corporate governance code of April 2010. 


Stock options exercised during Fiscal Year 2011 by the Gérant’s CEO 



The following table details information on TWDC stock options exercised by the Gérant’s CEO during Fiscal 

Year 2011. 

Grant date Number of options Option exercise price (in USD) 

January 13, 2010 8,000 31.12 

January 14, 2009 18,000 20.81 

January 9, 2008 14,842 29.90 

January 10, 2007 16,000 34.27 

January 9, 2006 8,400 24.87 

January 3, 2005 10,000 28.04 

January 22, 2004 6,000 24.64 

January 24, 2003 9,000 17.14 

January 28, 2002 20,500 22.20 

February 5, 2001 13,000 30.23 

No Euro Disney stock options have been exercised by the Gérant’s CEO during Fiscal Year 2011. 

Restricted stock units granted during Fiscal Year 2011 to the Gérant’s CEO 

The following table details information on TWDC restricted stock units granted to the Gérant’s CEO during Fiscal 

Year 2011: 

TWDC shares - time vesting 

Date of the plan 2005 

Number of shares 13,841 

Grant date January 26, 2011 

Date available 

25% on January 26, 2012 

25% on January 26, 2013 

25% on January 26, 2014 

25% on January 26, 2015 

Value of the shares (in €) (1) 401,115 

(1) Based on the USD/EUR exchange rate at the date of attribution 

No Euro Disney restricted stock units were granted to the Gérant’s CEO during Fiscal Year 2011. 

Restricted stock units that vested during Fiscal Year 2011 for the Gérant’s CEO 

The following table details information on TWDC restricted stock units that have vested for the Gérant’s CEO during 

Fiscal Year 2011: 

TWDC shares - time vesting TWDC shares - performance vesting 

Date of the plan 2005 2005 

Number of shares 7,434 5,793 

The list of Mr. Gas’s “mandats sociaux” and positions held in French and/or foreign companies is available in 

section B.2. “Group and Parent Company Management report”, sub-section “Management of the Group in Fiscal 

Year 2011”. 

C 

C.1 

C.2 

C.3 

C.4 

C.5 


C 

142 



The Group has a Management Committee which is composed of the CEO’s direct reports. 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. “Group and Parent Company Management report”, sub-section “Management of the Group in 

Fiscal Year 2011”. The Gérant, its Chief Executive Officer and the Management Committee do not receive any 

additional pension plans, retirement plans or other advantages, other than those provided to all employees and 

disclosed above and in section B.2. “Group and Parent Company Management report”, sub-section “Management of 

the Group in Fiscal Year 2011”. 

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. “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” hereunder). 

The Supervisory Board’s composition, nominative compensation paid to its members and amount of shares they 

own are presented in section B.2. “Group and Parent Company Management report”, sub-section “Management of 

the Group in Fiscal Year 2011”. The members of the Supervisory Board do not receive any pension plans, retirement 

plans or other advantages, other than those disclosed in section B.2. “Group and Parent Company Management 

report”, sub-section “Management of the Group in Fiscal Year 2011”. 

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 (“Code de Commerce”), 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 8, 2011 for fiscal year 2011 (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 the 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 (“Code de Commerce”) 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 ten 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 the Group and parent company management report 

for the Fiscal Year (the “Management Report”). 

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”). 

The Board pays attention to the diversity and the gender parity of its members (see sub-section “Diversity and Parity” 

below). 

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 (“Code de Commerce”) 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 also provide for Board approval covering material agreements or 

amendments thereto on behalf of the Company with The Walt Disney Company (“TWDC”) or any subsidiary 

thereof. 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 cannot vote 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’ general meetings. 

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. With 

ten current Board members this implies that at a minimum five members must be present for a valid action. In the 

event of a tie, the Chairman of the Board has the deciding vote. 

The Board met four times during the Fiscal Year with an attendance rate of 84%. At these meetings the Board 

received various presentations from Management on the Group’s earnings, strategy and operations as well as 

outlook. 

C 

C.1 

C.2 

C.3 

C.4 

C.5 


C 

144 



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). 

Detailed information on the Committee members is available in the Management Report. 

Financial Accounts Committee 

Pursuant to Article L. 823-19 of the French Commercial Code 1 , 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 amended during its 

meeting of February 21, 2008. The FAC regulations comply with the French commercial code (“Code de Commerce”) 

and with the Autorité des marchés financiers (“AMF”) report on audit committees dated July 22, 2010, as well as the 

French Management Institute recommendations (see sub-section “Internal Regulations of the Special-Purpose 

Committees” below). 

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. 

If the FAC comprises three members or more, the proportion of independent members shall equal at least 

two-thirds. 

FAC members are required to collectively have a thorough expertise of and/or an experience in financial, 

accounting or tax matters, which is relevant in comparison with the Group’s activities. The Board appointed 

Mr. Philippe Geslin, currently Chairman of the FAC, as its financial expert. 

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 assists the Board in reviewing the Company’s compliance 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; 

• applicable stock exchange regulations. 

For the conduct of its mission and within the limit of its role, the FAC may request and collect any appropriate or 

useful information from the Chief Financial Officer, the Chief Accounting Officer, the General Counsel and/or the 

Director of Management Audit. 

The FAC meetings give rise to minutes and 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 six times in the Fiscal Year, with an attendance rate of 83%. 

Nominations Committee 

The Nominations Committee is comprised of two members chosen within the Board. Its role is to assist the Board in 

searching for and selecting new Board members. 

1 Following the implementation of the EU Directive of May 17, 2006 on annual and consolidated accounts. 




During the Fiscal Year, the Nominations Committee reviewed and gave recommendations for the designation of 

new Board members. The Committee proposed Mrs. Virginie Calmels’ as a Supervisory Board candidate and she was 

appointed as a member during the Company’s annual general meeting of the shareholders dated March 4, 2011. 

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 1992. 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”). It aims at 

providing reasonable assurance that the following objectives are achieved: optimal functioning of internal controls, 

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 applicable to the Group are presented in the Management Report. 

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 their corresponding controls. 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 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 is a set of policies and 

procedures that the Group could implement to address certain risks that it faces, including global health risks, 

industrial or environmental risks, and to maintain its operations in the context of a significant disruption. 

Group Organization and Internal Control Management 

Group Organization 

The Group’s activities and Management are located in Marne-la-Vallée, France. The Group is divided into two 

principal operating segments (Resort 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 

division. The Group devotes significant resources to the monitoring of compliance with the Processes. 

C 

C.1 

C.2 

C.3 

C.4 

C.5 


C 

146 



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 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. Ernst & Young assists the Group in performing specific internal audit assignments when the 

internal audit function does not have the required technical expertise. The Group’s FAC reviews and 

approves the internal audit annual assignment program and is informed of the conclusions and 

recommendations issued as part of these audit assignments (see sub-section “Financial Accounts Committee” 

above). 

• 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 safeguarding and control of theme parks ticket stock, 

coupons and vouchers used by guests. 

• The business planning 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 is 

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 IFRS 1 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 and the Chief Financial 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 de 

l’Informatique et des 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 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. 

The Group, as a consolidated subsidiary of TWDC, must comply with the provisions of SOX compliance program. 

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, together 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 Internal 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 Corporate Communications departments and also by 

the FAC (see “Financial Accounts Committee” above). 

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. 

3) Corporate Governance Information 

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. 

C 

C.1 

C.2 

C.3 

C.4 

C.5 


C 

148 



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). 

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 2010 reference document 

(the “Reference Document”) 1. 

Change in control of the Company 

Any change in control of the Company would require a change in the composition of both above-mentioned 

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 and 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 a new gérant as the gérant must be appointed with the consent of the general partner. 

Further details of those elements that are important to consider in the case of a public takeover bid are presented in 

the Management Report and in sections C.1. and C.2.4. of the Reference Document. 

Corporate Governance Procedures 

Certain corporate governance procedures are included in the French Commercial Code (“Code de commerce”), 

available on Internet: www.legifrance.gouv.fr, or in the AMF’s General Regulations (available on Internet: 

www.amf-france.org). The Company is compliant with these procedures. 

The Company also adheres to certain recommendations such as the 2010 AMF report on corporate governance and 

internal control and the 2010 AMF report on audit committees (available on Internet: www.amf-france.org); the 

AFEP/MEDEF corporate governance code of listed corporations, dated April 20, 2010 2 (available on Internet: 

www.medef.com); 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. 

These recommendations have been issued for French corporations (“sociétés anonymes”). Since the Company is a 

limited partnership (“société en commandite par actions”) it applies these recommendations to the extent that they can 

be applied or be adapted in a relevant and practical manner. 

The implementation of a compensation committee is an example of the main recommendations that, as of today, 

have not been adapted given the legal structure of the Company, as described above. In fact, the Company informed 

the Board during its meeting held on February 18, 2010 of a draft French bill pursuant to which the creation of a 

compensation committee would become mandatory for all French listed corporations (“sociétés anonymes”), but not 

for French limited partnerships (“société en commandite par actions”). The Board intends to review this issue once the 

final scope and content of this requirement is defined. 

During the fiscal year 2009, the Company 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 informed the Board during its meeting held on February 11, 2009 that it will follow the 

AFEP/MEDEF recommendations dated October 2008 3 not only for its Gérant but also for the CEO of the Gérant to 

the extent that these recommendations can be applied to a société en commandite par actions, that has a management 

company as gérant. The Company has also adapted the disclosure format for statutory management compensation to 

comply with these recommendations. 

1 The Group’s 2010 reference document that was registered with the AMF on January 28, 2011 under the number D.11-0041 and that is available 

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

2 Resulting from the consolidation of the AFEP/MEDEF report dated October 2003, the AFEP/MEDEF recommendations concerning the 

compensation of executive directors of listed companies dated January 2007 and October 2008 and the AFEP/MEDEF recommendation 

concerning the strengthening of women representation within the boards dated April 2010. 

3 From now on, these recommendations are consolidated in the AFEP/MEDEF corporate governance code of listed corporations, dated 

April 20, 2010. 


Statutory Management Compensation 



In compliance with applicable laws and regulations, detailed information of the Gérant and Board members’ 

compensation is available in the Management Report. 

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 IV 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 discloses the compensation and benefits allocated to the Chief Executive Officer of the Gérant, 

which will be available in the 2011 reference document. 

The Board members compensation is comprised of an aggregate fee approved by the shareholders at the 

shareholders’ general meeting, in accordance with applicable laws and regulations and the Company’s bylaws. 

The Board allocates this aggregate fee to its members by way of a variable fee (“jeton de présence”) 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 is allocated to the members representing TWDC. 

The Company does not grant any stock-options to its Board members. 

An additional jeton de présence is payable to the FAC members in proportion to their attendance to FAC meetings 

within a limit of three meetings per Fiscal Year. No jeton de présence will be allocated to a FAC member if he/she is a 

representative of TWDC. A higher jeton de présence is allocated to the Chairman of the FAC. 

The members of the nominations committee do not receive any specific jeton de présence for their performance. 

Detailed information on the compensation paid to each of the Board members is available in the Management 

Report. 

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 within 

the context of 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 (“Institut français des administrateurs”) 

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. 

Background, diversity and gender parity 

The Board members have, collectively a thorough expertise of and/or an international experience in the tourism 

and leisure industry and financial services, which are relevant to the Group’s activities. 

C 

C.1 

C.2 

C.3 

C.4 

C.5 


C 

150 



The Company complies with the provisions of the French Law n°2011-103 of January 27, 2011 on balanced 

representation of female and male on boards of directors and Supervisory Boards pursuant to which the proportion 

of women has to reach a minimum of 20% as from January 1, 2014 and a minimum of 40% as from January 1, 2017. 

The proportion of the Board members that are female is currently 20%. 

Pursuant to Article L. 226-9-1 of the French Commercial Code (“Code de commerce”) resulting from the law above 

mentioned, the Board deliberated on the Group’s policy regarding professional and wage equality during its 

meeting of November 8, 2011 and noted that a culture of diversity deeply rooted in the Group and that a gender 

equality stemming from the social dialogue. 

Detailed information on the Board members (age, nationality, positions or functions held) is available in the 

Management Report. 

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 8, 2011. As indicated 

in the Management Report, amongst the ten members’, part of the Board: Mrss. Bernis and Calmels and 

Mrs. Jeancourt-Galignani, Bouché, Corbière, Labro and Robinson are considered independent. Mrs. Rasulo and 

Staggs are senior executive officers of TWDC and Mr. Geslin is a non-voting director (“censeur”) of Crédit Agricole 

CIB, 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. 

In light of the role of the Board as compared to a board of directors in French corporations (“sociétés anonymes”), the 

very limited historical situations of conflict of interests involving Board members, and the level of scrutiny applied by 

the Board, the Board members themselves and Management on potential conflict of interest situations, the Board 

has concluded that the length of Board tenure was not per se a factor materially increasing the risk of potential 

conflicts of interest between a Board member and the Company, thus the Board decided it is not a relevant criteria 

in the determination of a Board member’s independence. 

Evaluation of the Board 

During its meeting held on November 9, 2010, the Board resolved that in light of market practice and the role of 

the Board as compared to a board of directors in French corporations (sociétés anonymes), the self-evaluation of the 

Board’s activities shall henceforth take place every three years. 

The self-evaluation is carried out by the members of the 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 (received by mail in a personal and confidential 

envelope) 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. 

According to the results of the self-evaluation of the Board’s activities during the fiscal year 2010 where all of the 

Board members responded to the questionnaire, most of the Board members have indicated to be satisfied or 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. 




Following this self-evaluation, the proposed steps for improvement were taken into consideration during the 

Fiscal Year. 

Information on the Management Committee 

As an effort to improve its corporate governance process, 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 the Management Report. 

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 24, 2011 



C 

C.1 

C.2 

C.3 

C.4 

C.5 


C 

152 



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. 




STATUTORY AUDITORS’ REPORT, 

PREPARED IN ACCORDANCE WITH ARTICLE L.226-10-1 OF THE FRENCH COMMERCIAL 

CODE ON THE REPORT PREPARED BY THE CHAIRMAN OF THE SUPERVISORY BOARD OF 


Year ended September 30, 2011 

To the Shareholders, 

In our capacity as statutory auditors of Euro Disney S.C.A., and in accordance with article L.226-10-1 of the French 

Commercial Code (Code de commerce), we hereby report to you on the report prepared by the Chairman of your company 

in accordance with article L.226-10-1 of the French Commercial Code for the year ended September 30, 2011. 

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 article 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 and risk management 

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 and risk management 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 and risk management 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 and risk management 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 and risk management 

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. 





C 

C.1 

C.2 

C.3 

C.4 

C.5 


C 

154 


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, 2011, and following the finalization of the share consolidation (the “Reverse Stock Split” 

described in section C.2.2. “Reverse Stock Split”) on December 4, 2009, the Company’s fully paid share capital was 

composed of 38,976,490 shares with a nominal value of € 1.00 each. 

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. 

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 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. 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 until December 4, 2009. Starting December 7, 2009, 67,038 shares that remained unclaimed were 

sold on the stock exchange and the net proceeds of the sale remains available to shareholders in an escrow account 

opened 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. 

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 has carried out share buyback programs since Fiscal Year 2008 through independent 

investment services providers acting under consecutive liquidity contracts, in compliance 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 shareholders’ general meeting of the Company held on March 4, 2011 extended the share repurchase program 

term from September 17, 2011 to September 4, 2012. 

The liquidity contract in place was signed with Oddo Corporate Finance on April 2, 2009 and has been renewed for 

a period of one year beginning April 1, 2010, with subsequent automatic annual renewals unless either party cancels 

the contract (subject to the extension of the share repurchase program). For additional information on the current 

share buyback program, as well as the liquidity contract and its renewal, see the notice published on April 2, 2009 

and the press releases published on April 2, 2009, April 1, 2010 and April 7, 2011, which are available on the 

Company’s website (http://corporate.disneylandparis.com). 

Under the existing share repurchase program, 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 were allocated to the liquidity account for 

purpose of implementing this contract on April 6, 2009. As of September 30, 2011, the Company owns 

144,930 treasury shares acquired through the current liquidity contract at a combined acquisition cost of 

€ 0.7 million and has € 0.4 million in cash allotted to the liquidity account. (See section B.3. “Consolidated Financial 

Statements”, note 10.2 “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 Company, 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 signed in 1999, TWDC further undertook to hold this minimum ownership until October 30, 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 (i.e. 39% of the 

Company’s share capital). 

TWDC’s holding of the Company’s shares increased in 2004 from 39.0% to 40.6% after the reimbursement in 

shares of convertible bonds granted during the 1994 Financial Restructuring. 

By virtue of the 2005 Restructuring capital increase, 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 agreed to hold directly or indirectly at least 39.0% of the Company’s common stock until 

December 31, 2016. 

As of September 30, 2011, EDL Holding Company LLC’s interest in the Company was 39.8% while HRH Prince 

Alwaleed’s interest in the Company was 10.0% of the Company’s share capital. For additional information, see 

sub-section “Shareholding Composition” hereafter. 

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 

Company’s 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 its shareholders. The last request, dated September 30, 2011, revealed 

that there were approximately 62,396 shareholders residing in France compared to approximately 68,870 and 

75,185 as of September 30, 2010 and 2009, respectively. 

C 

C.1 

C.2 

C.3 

C.4 

C.5 


C 

156 



Shareholding Composition 

The breakdown of the Company’s share capital and voting rights as of September 30 of the last three Fiscal Years is 

as follows: 

Shareholders 

Number of shares 

(in thousands) 2011 2010 2009 

EDL Holding Company LLC 15,504 39.8% 39.8% 39.8% 

HRH Prince Alwaleed (1) 3,898 10.0% 10.0% 10.0% 

Public 19,574 (2) 50.2% 50.2% 50.2% 

Total 38,976 100.0% 100.0% 100.0% 

(1) HRH Prince Alwaleed’s interests in the Company are held through companies owned by the Kingdom Holding Company group (trusts for his 

benefits and the benefits of his family). As of September 30, 2011, these companies were Kingdom 5-KR-134, Ltd and Kingdom 5-KR-11, Ltd, 

holding 7.9% and 2.1% of the Company’s share capital, respectively. On December 5, 2011, 826,615 shares owned by Kingdom 5-KR-11, ltd were 

transferred to Kingdom 5-KR-134, Ltd, which now owns all of HRH Prince Alwaleed’s shares (i.e. 3,897,649 shares representing 10% of the share 

capital). 

(2) As of September 30, 2011, this number included treasury shares held by the Company, which represented 0.4% of the Company’s share capital 

and had no significant impact on the percentage of voting rights. 

As of September 30, 2011, to the knowledge of the Company, and other than those indicated in the table above, 

two shareholders held more than 2% of the Company’s share capital: Global Asset Management (“GAM”) London 

Ltd and Invesco Asset Management Ltd, managed by subsidiaries of Invesco Ltd, held 2.73% and 2.97% of the 

Company’s share capital, respectively. The Company does not own or control any of its shares except those treasury 

shares owned through the liquidity contract (see section C.2.3. “Liquidity Contracts” for more details). The 

Company does not know the aggregate number of shares held by its employees directly or through special mutual 

funds. 

In accordance with French law, 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 third business day prior to the 

date of the shareholders’ general meeting. No shares confer double voting rights. 

As of September 30, 2011, to the Company’s knowledge, the aggregate number of Company shares held by 

members of the Supervisory Board and the Gérant’s Management Committee was 41,226 shares for the same amount 

of voting rights. 

To the Company’s knowledge, the breakdown of the share capital as indicated in the table above has not changed 

significantly since September 30, 2011. 

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 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, 2011, there is no pledge of the Company’s registered shares 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. The Club aims to provide clear 

information to all shareholders’ questions via phone, mail or its website. 




As Club members, shareholders are directly informed, by mail or e-mail, of all financial press releases and 

shareholders’ meetings. In addition, regular e-newsletters 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 to members, such as discounts or reduced rates for Club 

members and their guests as well as special offers or invitations to special events. 

The Club can be contacted via a toll-free number: 00 800 64 74 56 30 1 or by e-mail: eurodisney@clubactionnaires.com. 

Further information can be found on the Company’s website at: http://corporate.disneylandparis.com. 

C.2.5. Markets for the Securities of the Company 

The Company’s 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. In 

addition, options on the Company’s shares 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 Exchange and the London Stock Exchange. These delistings were effective on September 30, 2005 and 

October 31, 2005, respectively. The Company’s shares are now traded exclusively on Euronext Paris. 

In 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. On December 18, 2006, the Company’s shares were included in the CAC SMALL 90 index of 

Euronext Paris. They were previously included in the CAC MID 100 index. Following the reorganization of 

Euronext Paris indices in Fiscal Year 2011, the Company’s shares are now included in the CAC MID & SMALL ® , 

CAC SMALL ® and CAC ALL-TRADABLE ®. 

On June 5, 2007, the Company announced that it filed a notice to terminate its registration as a foreign private 

issuer with the SEC in the United States. On September 3, 2007, the Company officially withdrew from the SEC 

registration resulting in the termination of the Company’s reporting obligations under section 13(a) of the United 

States Securities Exchange Act of 1934. 

Since May 26, 2010, the Company’s shares are eligible to the “long-only” segment of the Deferred Settlement Service 

(SRD “long-only”). 

1 From France, Germany, United Kingdom, Belgium, the Netherlands, Spain and Italy from a land line, national operators only. From other 

countries, call at: + 33 1 64 74 56 30. Open Monday to Friday, from 9:00 a.m. to 5:00 p.m. 

C 

C.1 

C.2 

C.3 

C.4 

C.5 


C 

158 



C.2.6. Market Information 

Information relating to changes in the price and trading volume of the Company’s shares are given in the tables 

below for the last 12 months. 

Volume of shares traded in Euronext Paris (by month) 

Share price (in €) 

Amount Number of 

Highest Lowest (€ in million) 

shares 

Fiscal Year 2011 

October 2010 4.37 4.10 2.19 519,559 

November 2010 4.74 3.91 3.92 920,923 

December 2010 4.29 3.93 2.77 667,993 

January 2011 4.50 4.04 2.85 659,644 

February 2011 10.89 4.35 170.55 20,007,311 

March 2011 9.27 6.35 43.76 5,463,975 

April 2011 9.22 7.55 25.55 2,983,223 

May 2011 9.65 7.96 18.18 2,028,370 

June 2011 8.39 6.75 10.96 1,445,608 

July 2011 8.36 6.60 11.03 1,454,087 

August 2011 7.26 4.66 17.25 3,013,580 

September 2011 6.05 4.11 9.41 1,888,612 

Source: Euronext Paris. 

C.2.7. Dividends 

No dividends were declared or paid in respect of Fiscal Years 1993 through 2011. Additionally, certain of the 

Group’s debt agreements would delay the timing of dividend distributions from the Company. 

For more information, see section C.1.1. “The Company”, sub-section “Allocation of Profits Pursuant to the Bylaws”. 



Information Concerning the Group’s Financial Covenant Obligations 

C.3. INFORMATION CONCERNING THE GROUP’S FINANCIAL COVENANT OBLIGATIONS 

As described in section A.3. “History and Development of the Group”, the Group began negotiating 

the 2005 Restructuring with the Lenders and TWDC in light of reduced revenues and increased losses incurred in 

Fiscal Year 2003. 

As a result of 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 

Subsequent to the 2005 Restructuring, certain of the Group’s financial obligations 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 royalties and management fees due to TWDC, in respect of each Fiscal Year, that are to be 

converted to long-term subordinated debt instead of being paid; and 

• the amount of interest incurred on the Walt Disney Studios Park Loans, in respect of each Fiscal Year, that is 

to be converted to long-term subordinated debt instead of being paid; 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 Group’s future operating performance. 

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 restatement of the effect of the following: 

• income/(loss) allocated to minority interests as reported in the consolidated statement of income; 


• interest income/(expense) and taxes 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; 

C 

C.1 

C.2 

C.3 

C.4 

C.5 


C 

160 



• royalties and management fees payable to TWDC expensed for such Fiscal Year; 

• the variable rent of the Disneyland ® Park lease; 

• certain differences between IFRS and French accounting principles. 

For Fiscal Year 2011 and the upcoming Fiscal Years, the Reference Performance Indicators are the following: 

Reference Performance Indicator of Fiscal Year 

(€ in millions) 2011 2012 2013 2014 

Royalties and Management Fees 340.6 352.7 365.8 380.6 

Walt Disney Studios Park Loans 315.6 327.7 340.8 355.6 

DSCR & Forecast DSCR calculation (1) 295.4 307.5 318.1 332.9 

(1) See sub-section “Financial Covenant Requirements” below for more information. 

Royalties and Management Fees Payment Deferral 

As described in section A.3. “History and Development of the Group”, TWDC granted the Group unconditional and 

conditional 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 € 25.0 million due with respect to each of Fiscal 

Years 2005 through 2009. Royalties and management fees are otherwise due in December for amounts 

incurred in the prior Fiscal Year. Deferred amounts that were 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 in Fiscal Year 2024 while 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 € 25.0 million due with respect to each of Fiscal Years 

2007 through 2014. Royalties and management fees are otherwise due in December for amounts incurred in 

the prior Fiscal Year. The amount, if any, of the deferral depends on the Actual Performance Indicator 

calculated for the relevant Fiscal Year. Deferred amounts that are converted into long-term subordinated debt 

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 above for such Fiscal Year, then payment of the royalties and management fees otherwise due to TWDC 

affiliates, in December following the end of this Fiscal Year, will be deferred by an amount equal to the excess of the 

Reference Performance Indicator over the Actual Performance Indicator (see section B.3. “Consolidated financial 

Statements”, note 16.1.1. “Royalties and Management Fees” for more details on deferred amounts). 

From Fiscal Years 2005 through 2009, royalties and management fees for an amount of € 125.0 million were 

deferred and converted into subordinated long-term debt reflecting TWDC’s unconditional deferrals for the 

corresponding Fiscal Years. In addition, from Fiscal Years 2007 through 2010, royalties and management fees for an 

amount of € 50.0 million were deferred and converted into subordinated long-term debt reflecting TWDC’s 

conditional deferrals for Fiscal Years 2009 and 2010. 

For Fiscal Year 2011, the Actual Performance Indicator was € 272 million, which was less than the Reference 

Performance Indicator. Consequently, the Group has also deferred the payment of Fiscal Year 2011 management 

fees and royalties, € 12.9 million and € 12.1 million, respectively. These amounts have been converted into longterm 

subordinated debt under the conditional deferral mechanism. 

In addition, as part of the Group’s compliance with its financial covenants requirements (see below section 

“Financial Covenant Requirements” for more details), TWDC has agreed to defer an additional € 8.9 million of 

Fiscal Year 2011 royalties. 

These deferrals were confirmed by an independent expert in December 2011. 


Walt Disney Studios Park Loans Interest Payment Deferral 



A portion of the interest accrued for calendar years 2005 through 2014 under the Walt Disney Studios Park Loans is 

subject to conditional deferral. The projected maximum amount of such conditional deferral is € 20.2 million 

per year for calendar years 2005 through 2012, and € 22.7 million per year for calendar years 2013 and 2014. 

If the Actual Performance Indicator is less than the Reference Performance Indicator set forth for a given Fiscal 

Year, then the payment of the interest on the Walt Disney Studios Park Loans which is due on December 31 

following the end of this Fiscal Year and which includes interest for the 12 preceding months is deferred in an 

amount equal to the excess of the Reference Performance Indicator over the Actual Performance Indicator for such 

Fiscal Year. 

Interest payments of € 19.8 million, € 20.2 million, € 20.2 million and € 20.2 million originally payable in 

December 2005, 2006, 2009 and 2010 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 Fiscal 

Year 2024. Interest on the long term debt is capitalized into long-term subordinated debt through January 1, 2017, 

and is payable annually thereafter (see section B.3. “Consolidated Financial Statements”, note 12.1.2. “Walt Disney 

Studios Park Loans” for more details on deferred amounts). 

For Fiscal Year 2011, the Actual Performance Indicator was € 272 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, 2011 for the CDC Walt Disney Studios Park Loans, of which € 15.1 million has 

been converted into long-term subordinated debt as of September 30, 2011 under the conditional deferral 

mechanism. 

This conditional deferral was confirmed by an independent expert in December 2011. 

Financial Covenant Requirements 

The Group’s debt agreements also 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. 

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 any 

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 Fiscal 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 Walt Disney Studios Park Loans 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 in Fiscal Year 2028. 

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 Fiscal 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 2011 2012 2013 2014 2015 2016 2017 and thereafter 

DSCR (1) 1.00 1.00 1.10 2.60 1.40 3.10 1.30 

Forecast DSCR (1) 0.70 (2) 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. 

(2) On January 6, 2012, following the Lenders’ authorization to increase the recurring annual investment budget for Fiscal Year 2012, which is 

included in the forecast DSCR calculation for Fiscal Year 2011, the required minimum value for the Forecast DSCR was brought from 1.00 to 0.70 

for Fiscal Year 2011(see section “Restrictions on capital expenditures” hereafter). 

C 

C.1 

C.2 

C.3 

C.4 

C.5 


C 

162 



The Group may restore these ratios to their required level, by raising additional equity or subordinated debt, or by 

obtaining forgiveness or deferral of amounts that would otherwise be payable. In such case, the Group’s cash 

balance must have benefited from the restoration amount no later than January 30 of the following year. If the 

required DSCR or Forecast DSCR is not met in respect of a given Fiscal Year for which it 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 2011, the Actual Performance Indicator was € 272 million, which was less than the Group’s annual 

reference level for purpose of this covenant. Consequently, the Group has calculated the DSCR for Fiscal Year 2011 

and the Forecast DSCR for Fiscal Year 2012. 

For Fiscal Year 2011, following the agreement by TWDC to defer the payment of € 8.9 million of additional Fiscal 

Year 2011 royalties (see section B.3. “Consolidated Financial Statements”, note 12.6.2. “Long-term Subordinated 

Loan – Deferrals of Royalties and Management Fees”), the DSCR was 1.00 and the Forecast DSCR exceeded the 

minimum requirements. These calculations were approved by an independent expert in December 2011. 

The table below presents the indicators over the past three Fiscal Years and their impact on the Group’s level of 

borrowings: 


Actual 

Performance 

Indicator 

Fiscal Year 2011 272.1 

Reference 

Performance 

Indicator Impact 

Royalties and Management Fees 340.6 € 25.0 million conditional deferral of 

royalties and management fees 

Walt Disney Studios Park Loans 315.6 € 20.2 million conditional deferral of 

interest (1) 

DSCR & Forecast DSCR calculation 295.4 € 8.9 million additional deferral of 

royalties 

Calculation triggered but no other 

impact 

Total converted to non current borrowings 54.1 





interest (2) 

DSCR & Forecast DSCR calculation 272.0 Calculation triggered but no other 

impact 






interest (3) 

DSCR & Forecast DSCR calculation 267.9 Calculation triggered but no other 

impact 


(1) Of which € 15.1 million related to Fiscal Year 2011 and € 5.1 million related to Fiscal Year 2012. 




Restrictions on Capital Expenditures 



As part of the 2005 Restructuring, the maximum amount of 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 any 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 benefit of the conditional deferral of 

interest under the Walt Disney Studios Park Loans, these capital expenditures will continue to be permitted up to 

5% of the prior Fiscal Year adjusted consolidated revenues 1, within the limit of 25% of the Reference Performance 

Indicator for the prior Fiscal Year. 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. 

If the Group utilizes the entire potential benefit of the conditional deferral of interest under the Walt Disney 

Studios Park Loans for any calendar year from 2010 to 2014, a new capital expenditure amount has to be 

determined with the Lenders, failing which these expenditures will continue to be permitted up to 3% of the prior 

Fiscal Year adjusted consolidated revenues 1. In such case, the remaining unused amount of the prior year is not 

carried over. 


the Group’s recurring annual investment budget 2 for Fiscal Year 2011 and thereafter was permitted up to 3% of the 

prior Fiscal Year’s adjusted consolidated revenues 1. On March 31, 2011, the Group obtained Lenders’ agreement to 

increase the recurring annual investment budget from € 37 million to € 81 million for Fiscal Year 2011, and up to 

5% of the prior Fiscal Year’s adjusted consolidated revenues 1 for Fiscal Year 2012. 

As a result of utilizing the entire deferrals available to the Group with respect to Fiscal Year 2011, the Group’s 

recurring annual investment budget for Fiscal Year 2012 and thereafter is permitted up to 3% of the prior Fiscal 

Year’s adjusted consolidated revenues 1, unless the Group obtains Lenders agreement to increase the budget. 

On January 6, 2012, the Group obtained Lenders’ agreement to increase the recurring annual investment budget 

for Fiscal Year 2012 from € 40 million to € 100 million. The recurring annual investment budget for Fiscal Year 2013 

and thereafter will continue to be restricted and permitted up to 3% of the prior Fiscal Year’s adjusted consolidated 

revenues 1, unless the Group agrees with the Lenders on a higher budget. In addition, the Group obtained Lenders’ 

agreement to invest in a multiyear expansion of the Walt Disney Studios ® Park, which includes a new attraction. In 

connection with foregoing, the Group obtained an additional standby revolving credit facility of € 150 million from 

TWDC, which expires on September 30, 2018. Please refer to the press release issued on January 10, 2012 for more 

information. 

For additional information, see sub-section “Capital Investment” included in section 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 € 50.0 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 € 10.0 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. 



2 Including both capital investments and fixed asset rehabilitations, which are either treated as an expense or capitalized as fixed assets under 

IFRS. 

C 

C.1 

C.2 

C.3 

C.4 

C.5 


C 

164 


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 published financial documents 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 L.451-1-1 of the Code monétaire et financier and 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 for the last 

twelve months. 

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. 




Nature of information Consulting mode 

Press releases and financial reports 

2010 Reference document including the annual financial report (01/20/2011) 

Press release related to the availability of the 2010 Reference document 

(01/31/2011) 

Share buy back transactions – January 2011 (02/08/2011) 

Press release related to the First Quarter Revenues for fiscal year 2011 

(02/08/2011) 

Disclosure of the total number of voting rights and shares (02/09/2011) 

Press release related to the availability of the March 4, 2011 annual general 

meeting documents and information (02/09/2011) 

Annual General Meeting – Notice of meeting – March 4, 2011 (02/09/2011) 

Annual General Meeting Booklet – March 4, 2011 (02/09/2011) 

2010 Annual Review (02/24/2011) 

General Shareholders Meeting Presentation – March 4, 2011 (03/04/2011) 

Results of the Annual General Meeting resolutions votes – March 4, 2011 

(03/04/2011) 

Share buy back transactions – February 2011 (03/10/2011) 

Disclosure of the total number of voting rights and shares (03/10/2011) 

Press release related to the liquidity contract and share buy back programme 

(04/07/2011) 

Share buy back transactions – March 2011 (04/07/2011) 

Share buy back transactions – April 2011 (05/04/2011) 

Press release related to First Half Results for fiscal year 2011 (05/10/2011) 

2011 First Half Results – Analysts Presentation (05/10/2011) 

2011 Interim Report for the six months ended March 31, 2011 (05/16/2011) 

Press release related to the availability of the 2011 Interim Report (05/16/2011) 

Share buy back transactions – May 2011 (06/09/2011) 

Share buy back transactions – June 2011 (07/04/2011) 

Share buy back transactions – July 2011 (08/04/2011) 

Press release related to revenues for the nine months ended June 30, 2011 

(08/09/2011) 

Share buy back transactions – August 2011 (09/02/2011) 

Share buy back transactions – September 2011 (10/04/2011) 

http://corporate.disneylandparis.com 

Press release related to the half year report on the liquidity contract 

(10/06/2011) 

Share buy back transactions – October 2011 (11/08/2011) 

Press release related to Annual Results for fiscal year 2011 (11/09/2011) 

2011 Annual Results – Analysts presentation (11/09/2011) 

Press release related to the appointment of Mr. Mark Stead to the position of 

Vice President, Chief Financial Officer of Euro Disney S.A.S. (11/22/2011) 

Share buy back transactions – November 2011 (12/19/2011) 

Share buy back transactions – December 2011 (01/04/2012) 

Press release related to an additional standby revolving credit facility 

(01/10/2012) 

C 

C.1 

C.2 

C.3 

C.4 

C.5 


C 

166 



Nature of information Consulting mode 

Documents published on the Official French Publication Bulletins 

(“Bulletin des Annonces Légales Obligatoires” – BALO) 

www.journal-officiel.gouv.fr/balo/ 

Annual General Meeting – Preliminary notice of meeting – March 4, 2011 

(12/22/2010) 

Annual General Meeting – Notice of meeting – March 4, 2011 (02/09/2011) 

Notice related to annual accounts for fiscal year 2010 and the allocation of the net 

loss (03/14/2011) 

Notice related to the Securities Services of which the management is handled by 

Société Générale (10/03/2011) 

Annual General Meeting – Preliminary notice of meeting – February 17, 2012 

(12/19/2011) 

Documents registered at the French Commercial Court of Meaux (77) 

Registration of annual and consolidated accounts – Management Report – 

Supervisory Board Reports – Auditors’ Reports (03/22/2011) – notice related to the 

number of voting rights at the annual general meeting of March 4, 2011 (published in 

the newspaper of legal announcements “Le Pays Briard” – 03/15/2011) 

Registration of an extract of the minutes of the annual general meeting related to the 

appointment of a new member of the Supervisory Board (03/29/2011); notice related 

to the said appointment (published in the newspaper of legal annoucements “Le 

Pays Briard” – 04/01/2011) 


www.infogreffe.fr


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. Mark Stead 

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 

C.1 

C.2 

C.3 

C.4 

C.5 


C 

168 



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 current six-year 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. 





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 





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 







Fees Payable to Statutory Auditors 



Pursuant to Instruction 2006-10 of the AMF, fees incurred for the consolidated and statutory audits of the Group 

were: 


Fiscal Year Percentage Fiscal Year Percentage 

(€ in thousands, excl. VAT) 2011 2010 2011 2010 2011 2010 2011 2010 

Audit 

Statutory audit, certification, consolidated and individual financial 

statements audit 

Euro Disney S.C.A. 85.0 81.7 11% 10% 33.0 34.0 22% 23% 

Fully consolidated subsidiaries (1) 691.9 707.2 89% 88% 117.6 116.0 78% 77% 

Other work and services directly related to the statutory audit 

Euro Disney S.C.A. - - n/a n/a - - n/a n/a 

Fully consolidated subsidiaries - 11.0 n/a 1% - - n/a n/a 

Total audit 776.9 799.9 100% 100% 150.6 150.0 100% 100% 

Other services provided by the network to fully consolidated 

subsidiaries 

Legal, tax and social matters - - n/a n/a - - n/a n/a 

Other - - n/a n/a - - n/a n/a 

Total other services - - n/a n/a - - n/a n/a 

Total 776.9 799.9 100% 100% 150.6 150.0 100% 100% 

n/a:not applicable. 

(1) Includes € 127,800 and € 131,100 of audit fees related to the Financing Companies and Gérant audits for Fiscal Years 2011 and 2010 respectively, 

contractually re-invoiced to the Group. 

C 

C.1 

C.2 

C.3 

C.4 

C.5 


170 

GLOSSARY 

GLOSSARY 

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; 

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 

restatement of the effect of the following: 

• income/(loss) allocated to minority interests as reported in the 

consolidated statement of income; 


• interest income/(expense) and taxes 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 variable rent of the Disneyland ® Park lease; 

• certain differences between IFRS and French accounting 

principles. 

The Actual Performance Indicator will be calculated based upon the 

Group’s consolidated statement of income and the related supporting 

accounting records. 

Amendment means the amendment to the Main Agreement signed on 

AMF 

September 14, 2010; 

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; 


GLOSSARY 

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 

Credit Facility – Phase IB 

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; 

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.; 

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. This program 

ended in Fiscal Year 2009; 

Disneyland ® Park means the first theme park of Disneyland ® Paris which opened on 

April 12, 1992; 

DSCR means Debt Service Coverage Ratio and is 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 

EDA 

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 for the last twelve months; 

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 the 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 period commencing on October 1 and terminating on 

September 30 each calendar year. For example, Fiscal Year 2011 ran 

from October 1, 2010 to September 30, 2011; 


172 

GLOSSARY 

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 for the next twelve months; 

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; 

Hotels means the following hotels operated by the Group: the Disneyland ® 

Hotel, Disney’s Hotel New York ® , Disney’s Newport Bay Club ® 

Hotel, Disney’s Sequoia Lodge ®, Disney’s Cheyenne ® Hotel, Disney’s 

Hotel Santa Fe ® IAS 

and Disney’s Davy Crockett Ranch; 

means International Accounting Standards; 

IASB means International Accounting Standards Board; 

IFRIC means International Financial Reporting Interpretations Committee; 

IFRS means International Financial Reporting Standards and refers 

Legally Controlled Group 

collectively to IAS, IFRS, SIC and IFRIC interpretations issued by the 

IASB; 

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; 

Main 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, December 22, 2004 and 


September 14, 2010; 

means the second convention center located adjacent to 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; 


GLOSSARY 

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 most of the assets of the 

Disneyland Park and related land on which it is situated; 

Phase IB Facilities means Disney’s Hotel New York ®, Disney’s Sequoia Lodge ®, 

Disney’s Newport Bay Club ® , Disney’s Hotel Cheyenne ® , 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 

Pro-Forma Performance Indicator 

Divertissements Associés S.N.C.; 

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; 

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 on 

SEC 

December 3, 2007 through the attribution of one new share for each 

100 old shares; 

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; 

Villages Nature means Les Villages Nature de Val d’Europe, a joint venture with Groupe 

Pierre & Vacances Center Parcs to develop an innovative eco-tourism 

project based on the concept of harmony between man and nature; 

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; 


174 

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 

C.5 167 

1.2 

Document 

A declaration by those responsible for the Registration Document C.5.1 167 

2 Statutory Auditors 

2.1 Names and addresses of the issuer’s auditors C.5.3 168 

2.2 Auditors having resigned, been removed or not been re-appointed during the 

Not 

period covered by the historical financial information 

applicable 

3 Selected Financial Information 

3.1 Selected historical financial information A.1.3 

7 

B.1 

30 

3.2 Selected historical financial information for interim financial periods and 

Not 

comparative data from the same periods in the prior financial year 

applicable 

4 Risk Factors B.2 63 to 67 

5 Information about the Issuer 

5.1 History and development of the issuer 

5.1.1 The legal and commercial name of the issuer C.1.1 135 

5.1.2 The place of registration of the issuer and its registration number C.1.1 135 

5.1.3 The date of incorporation and length of life of the issuer C.1.1 135 

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.1.1 135 

5.1.5 Important events in the development of the issuer’s business A.3 19 to 23 

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 36, 37 

5.2.2 A description of the issuer’s principal investments that are in progress B.2 37 

B.3 88 

5.2.3 Information concerning the issuer’s principal future investments on which its 

B.2 37 

6 

management bodies have already made firm commitments 

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 7 to 13 

6.1.2 An indication of any significant new products and/or services that have been 

introduced 

A.2.1 15 

6.2 Principal markets A.2.2 16, 17 

6.3 Where the information provided pursuant to items 6.1. and 6.2. has been 

influenced by exceptional factors, mention that fact 

6.4 Information regarding the extent to which the issuer is dependent on patents 

or licenses, industrial, commercial or financial contracts or new 

6.5 

manufacturing processes 

The basis for any statements made by the issuer regarding its competitive 

position 


Not 

applicable 

A.3.2 

A.4.1 

21 to 23 

24 to 28 

A.2.2 16, 17




Registration 


7 Organizational Structure A.1.2 6 

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.3 note 1 76 

8 Property, Plants and Equipment B.1 30 

8.1 Information regarding any existing or planned material tangible fixed assets, 

including leased properties 

B.3 note 4 88, 89 

8.2 A description of any environmental issues that may affect the issuer’s 

utilization of the tangible fixed assets 

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 59 to 62 

B.2 34 

9.2 Operating results B.2 35, 36 

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 35, 36 

9.2.2 Changes in net sales or revenues and narrative discussion of the reasons for such 

changes 

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 

10 Capital Resources 

B.2 35, 36 

B.2 63 to 67 

10.1 Information concerning the issuer’s capital resources (short and long-term) B.2 37 to 39 

10.2 Sources and amounts of the issuer’s cash flows B.2 38, 39 

10.3 Information on the borrowing requirements and funding structure of the 

A.3.2 21 to 23 

issuer 

B.2 

37 

10.4 Information regarding any restrictions on the use of capital resources C.3.1 163 

10.5 Information regarding any expected cash flow that will be necessary to 

finance items mentioned in points 5.2.3 and 8.1 


11 Research and Development, Patents and Licenses 

Description of the issuer’s research and development policies, including the 

amount spent on issuer-sponsored research and development activities 

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 

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 

13 Profit Forecasts or Estimates 

13.1 A statement setting out the principal assumptions upon which the issuer has 

based its forecast or estimate 

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 

13.3 Profit forecast or estimates has been prepared on a consistent basis 

compared with historical financial information 

13.4 Declaration that the profit forecast or estimates is still valid at the date of 

registration 






B.2 41 

B.2 42 


176 



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 

14.2 Administrative, management, and supervisory bodies and senior 

management conflicts of interest 

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 

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 

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 

15.2 The total amounts set aside or accrued by the issuer or its subsidiaries to 

provide pension, retirement or similar benefits 

16 Board Practices 

16.1 Date of expiration of the current term of office of the administrative, 

management or supervisory bodies’ members 


Registration 


B.2 

C.1.2 

B.2 

C.1.2 


43 to 54 

137 to 139 

43, 51, 54 

138, 139 

B.2 44, 54 

B.2 

B.3 

C.1.2 

B.2 

B.3 

C.1.2 

B.2 

C.1.2 

16.2 Information about members of the administrative bodies’ service contracts B.2 

C.1.2 

16.3 Information 

committee 

about the issuer’s audit committee and remuneration 

16.4 A statement as to whether or not the issuer complies with its country of 

incorporation corporate governance regime 

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 

43, 52, 54 

113, 114 

139 to 141 

43, 52, 54 

113, 114 

139 to 141 

44 

139 

51, 54 

138 

C.1.3 144, 145, 148 

C.1.3 148, 149 

17.2 Shareholding and stock options B.2 

39 

B.3 107 to 109 

With respect to each person referred to in item 14.1, information as to their 

B.2 

44, 54 

share ownership and any options over such shares in the issuer 

B.3 

108 

C.1.2 

138 

17.3 Description of any arrangements for involving employees in the capital of the 

issuer 


18 Major Shareholders C.2.4 

18.1 Name of any person other than a member of the administrative, 

C.2.4 156 

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 

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 

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 


B.2 

B.3 

B.2 

C.1.3 

C.2.4 


55 

113 

65, 66 

146 

156




Registration Document Page(s) 

19 Related-Party Transactions A.4.1 

B.2 

B.3 note 19 

B.7 

20 Financial Information concerning the Issuer’s Assets and Liabilities, 

Financial Position and Profits and Losses 

24 to 27 

39 

106, 107 

128, 129 

20.1 Historical Financial Information B.1 30 

20.2 Pro forma financial information and description of the influence of the 

reorganization 


20.3 Financial statements (statutory and consolidated financial statements) B.5 

B.3 

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 

20.4.2 Indication of other information in the Registration Document which has been 

audited by the auditors 


117 to 125 

70 to 114 

115, 116 

126, 127 

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 


20.5 Date of latest audited financial information September 30, 2011 Not applicable 

20.6 Interim and other financial information Not applicable 

20.7 Dividend policy C.1.1 

136 

C.2.7 

158 

20.8 Legal and arbitration proceedings B.2 67 

20.9 Significant change in the group’s financial or trading position which 

has occurred since the end of the last financial period 

B.1 31 

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.2.1 154 

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 

21.1.4 The amount of any convertible securities, exchangeable securities or securities 

with warrants 

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 

21.1.6 Information about any capital of any member of the group which is under option 

or greed to be put under option 

21.1.7 A history of share capital, highlighting any changes, for the period covered by the 

historical financial information 

B.3 note 10 

B.5 note 6 

C.2.3 



91, 92 

121, 122 

154 

B.3 107 to 109 

C.2.4 155 to 157 

21.2 Memorandum and articles of association 

21.2.1 Issuer’s objects and purposes C.1.1 136 

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.1.3 142 

21.2.3 A description of the rights, preferences and restrictions attaching to each class of 

the existing shares 

21.2.4 A description of what action is necessary to change the rights of holders of the 

shares 

C.1.1 

C.2.4 


136, 137 

156 


178 



21.2.5 A description of the conditions governing the manner in which annual general meetings 

and extraordinary general meetings of shareholders are called 

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 

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 

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 


Registration 


Not 

applicable 

C.1.1 137 

C.1.3 148 

C.2.4 155 

22 Material Contracts A.4 24 to 28 

23 Third Party Information and Statement by Experts and Declarations of any 

Interest 

Not 

applicable 

24 Documents on Display C.4 164 to 166 

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 76 



The annual financial report for Fiscal Year 2011, 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 70 

B.5 Company Financial Statements 117 

B.2 Group and Parent Company Management Report 32 

B.4 Statutory Auditors’ Report on the Consolidated Financial Statements 115 

B.6 Statutory Auditors’ Report on the Financial Statements 126 

C.5.1 Certification of the Person Responsible for the Annual Financial Report 167 

C.5.3 Fees Payable to Statutory Auditors 169 


© Disney, Euro Disney S.C.A. société en commandite par actions, with a registered capital of 38,976,490 euros 

334 173 887 RCS MEAUX 

Registered office: Immeubles Administratifs, Route Nationale 34, 77700 Chessy, France

http://corporate.disneylandparis.com 

� ��

Reference document - Euro Disney SCA - Disneyland® Paris

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?