chairman's letter - euro disney...

CHAIRMAN'S LETTER

Dear Shareholders,

I write this year no t only to you, our shareholders, bu t also to a ll of our cast members .

Before I do so, I would like to start with a few personal remarks about Frank Wells, one of the initia tors of theEuro Disney project and President and Chief Operating O fficer of The Walt Disney Company, whose tragicdeath in April 1994 shocked us all. Over several difficult mo nths last year, we shared ma ny long hourstoge ther. I now realize the pr ivilege of sharing part of my life with a n exceptional individua l. His inte grity a ndethics - to cite just two of his many qualities - were outstanding .

Frank, like many others, believed in us during our difficult ies last year. He shared our co nviction thatDisneyland Paris would ultimately be successful, because fam ilies throughout Europe have the same desire toshare together moments of happiness and emotion. This desire will exist as lon g as there are families. This isthe wo rld that Walt Disney created and which we are perpetuating.

Some have suggested that we change the winning formula because " Europea n habits" are diHere nt. Ourvision continues unchanged and is re inforced by guests who te ll us to be not hing el se but Disney, a nd not a" Euro" conce pt. We are Disneyland and we are in Paris . It is for that reason - a nd that rea son alone - thatwe change d the name of our park to Disneyland Paris .

We ha ve ha d to overco me rumors and specula tion. The facts spea k for themselves. Since Opening, close to28 million visitors have enjoyed D:sneyland Paris . The Fre nc h have clearly e njoyed the Park (te n millionha ve visited us in the la st two-and-a -half years ) . Germans, Belgia ns and Dutch in large numbers have alsovote d with the ir fe et. Althou gh the British, Ita lians a nd Spanish have no t visite d the Park as much as we wouldhave wished, gr e at er monetary stability sh ou ld help our eHorts in the se cou ntries.

In fa ct, 20 % of ou r visitors were repeat visitors, a clear sign of a ppre ciation of the qu ality of Disneyland Parisand the variety of our seasonal entertainment which included: the Ligh ts of Christma s, the SpringtimeCa rn iva L Midsu mmer Nights, the Far West Festival a nd, in a few days, an African celebration in honor of TheLion King.

BuHalo Bill's Wild West Show, in Festival Disney, with its energy, impressive staging, artists, ho rses andbuHalos, will sh ortly celebrate its 2,,000th performance with over 1.2 million spectator s, a n outstanding feat inthe Paris entertainment wor ld .

Ov er the last 18 months, no stone has been left unturned to improve the Company 's performance and ourac tions are beginning to pay oH. Some of our key initia tive s a nd accomplishme nts include:

Completi ng a comprehe nsive fina ncia l restructuring,Implementing our ne w decentralized management philosophy and structure ,Revolu tionizing management by establishing 200 "sma ll worlds" or bus iness units,Improving our food , beverage a nd merchandise operations,De ciding on a new, more aggressive pr icing policy (includ ing seasona l pr icing ),Ma king a ll of our ho tels more aHordable,Adapting our selling methods, advertising and communications,Increa sing capacity up by 25 %, half due to the creation of ten new a ttractions,Creating new sh ows, more shows , themed for eve ry season .

Most impor tantly, we have continued to improve the leve l of se rvice and qu a lity .

We experienced an increa se in the number of park and hotel guests since the beginning of fiscal year 1995.However, their propensity to spend still suHers from a lack of a susta ined recovery in consumer spending .

Finally: we have resumed modestly and cautiously our real estate develop me nt when we e ntered into anagreement with the Georges V Habitat group to build 600 housing units on our site .

Our financial problems, an unprecedented economic recession in Europe a nd rumors surrou nding EuroDisney have only strengthened our resolve . This difficult situation drove us to be even more demanding and

CHAIRMAN'S LETTER

crea ted a remarkable surge of mo biliza tion throughout the Company. Our minds are ope n and our will tosucceed ha s increa sed tenfold.

Our situation has improved. The entire executive team a t Euro Disn ey S.A. - Steve Burke, who has made avital co ntribution , Bertrand Gailloc het. Je a n-Luc Choplin , Dom inique Cocquet, Xavier de Mezeroc. MichelPerche t. Christia n Perdr ier and Malcolm Ross - ha s shown the ta lent and the e nthusiasm required tocontinue to improve our situation .

The Euro Disney team wo uld like to take this opportunity to thank the lenders and inve stors who ma designificant contributions to our eHorts during the financial restructur ing. We are grateful to HRH PrinceAlwaleed for his commitment to the Company. Tha nk you to The Wait Disne y Company for its co nsiderablefinancial support, to the various Disney div isions in Europe - the Stud ios , Buena Vista Inte rn a tiona LTe levision, Consumer Products, Home Video - for their e nthusia stic help and to the Disn ey team for theirun fla gging efforts .

Most of all, we would a lso like to tha nk our shareholders for the confidence they have sh own by su bscr ib ing tothe June 1994 rights issue .

During this difficult year, I am proud to say that our cast members never took the easy way out. Theyrele ntlessly kept the show going despite the pre ssure .

With conviction, day in a nd day out. you, our cast members, continued to present an unparalleled show wh ileundertaking the broad op erational changes re quire d by the financia l situa tion . Let me congratulate all ofyou - without your eHor ts we would no t be where we a re today.

"Spa ce Mountain, From the Earth to the Moon", our next new attraction op ening on June I, 1995, will oHer ourvisitor s cm incredibly exciting experie nce. Our ca st members and I are proud of this exciting new attraction.We are not only la unching a new a ttraction but re la unching the Company.

I would like to end this letter on a n upbeat no te , echo ing a message of confide nce that tens of mill ion s ofEuropeans heard when they went to see The Lion King: HAKUNA MATATA!

Ph ilippe Bourguignon , Chairman and Chie f Exe cutive Officer

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CHAIRMAN'S LETTER

created a remarkable surge of mobilization throughout the Company. Our minds are open and our will tosucceed has increa sed te nfold.

Our situation has improved . The entire executive team at Euro Disney S.A. - Steve Burke, who has made avital contribution, Bertrand Gaillochet. [eon-Luc Choplin , Dom inique Cocquet. Xavier de Mezeroc, MichelPerchet. Christian Perdrier and Malcolm Ross - has shown the talent and the enthus ia sm required tocontinue to improve our situation .

The Euro Disney team would like to take this opportunity to thank the le nde rs and inve stor s who ma designificant contributions to our efforts during the financ ial restructuring. We a re grateful to HRH PrinceAlwaleed for his commitment to the Company. Tha nk you to The Walt Disney Company for its considerablefinancial support, to the various Disney divisions in Euro pe - the Studios , Buena Vista International,Television , Consumer Products, Home Video - for their enthusiastic help and to the Disney team for theirunflagging efforts.

Most of a ll, we would a lso like to thank our shareholders for the confidence they have shown by subscribing tothe June 1994 rights issue .

Dur ing this difficu lt year, I am proud to say that our cast membe rs neve r took the easy way out. The yre lentlessly kept the show going despite the pressure.

With conviction , day in and day out. you, our cast members, continued to present a n unparalleled sh ow whileunderta king the broad operational changes required by the financial situation . Let me congratula te all ofyou - without your effor ts we would not be where we are today.

"Spa ce Mountain, From the Earth to the Moon", our next new a ttraction op e ning on June I, 1995, will offer ourvisitor s cm incredib ly exciting experience. Our cast members and I are proud of this ex citing new a ttrac tion.We are no t only launching a new at traction but re launching the Company.

I would like to end this letter on an upbeat note, echoing a message of confi denc e that tens of mill ions ofEuropeans heard when they went to see The Lion King: HAKUNA MATATA!

Ph ilippe Bourguignon, Chairman and Chief Exe cutive Officer

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GERANT'S REPORT - FISCAL YEAR 1994

Hotel occupancy ro se to 60 % in the period, from 55 % in fiscal 1993, due to substantially highe r occupa ncy inthe winter season as a re sult of reduced prices a nd promotional efforts undertaken in fisca l 1994 .

Disneyland Paris continues to have excellent levels of satisfaction among guests who have actually visited thePark and a high leve l of guests vis iting for a second time: a vast majority of guests are either extremely orvery satisfied with their experience and an even greater number intend to re commend Disneyland Paris to afriend or relative . In addition, a substantial majority of guests visiting Disneyland Paris have an experiencetha t is better than thei r expectations. These re sults demonstrate tha t in fiscal 199 4 we have been a b le tomaintain and in many cases improve the service leve l while significantly reducing costs .

Beginning in October 1993 , the Group impleme nte d fundamental ch a nges in the wuy the opere lions uf theGroup are managed. As announced last year, the number of administra tive po sitions wa s grea tly re duced,which transla te d into substantial savings for the Group.

Management layers have been reduced to increa se the responsibility of line managers and to lower costs;further substantial progress is underway in this area . Due to the importa nt season a lity and fluctuations inactivity during the daily operations, manpower flexib ility (through lower-cost part time labor and optimizationof work sche dules ) has been and will continue to be a key element of improving labor productivity. Inaddition, the Group has exte nsive training programs whose goal is to train every cast member in at least twoposit ions . Ma na gement believes that these measures, while increa sing operating efficiency, will continue toenhance the guest experience at Disneyland Paris.

As in pr ior years, no significant research and development was undertaken during the fiscal year by theGroup.

FINANCIAL RESULTS

RevenueThe Group 's total revenues were FF 4,26 1 mill ion compared to FF 5,725 millio n in fiscal 1993 .

The tota l revenues of the Group were generated from the following activitie s :( In mill ions of

Fr ench fra ncs )1994 1993

ParkHotelsOther

O perating RevenuesConstruction sa les

Total Revenues

2 ,212 2,5 941,613 1,72 1

322 559

4 ,147 4,874114 851

4,261 5,7 25

The Group 's operating revenues were FF 4, 147 million for fiscal 1994, dow n from FF 4,87 4 million in fiscal1993.

Theme Park revenues declined more than expected to FF 2,21 2 millio n in fisca l 1994 from FF 2,594 million,primarily due to the decline in attendance of 10% and lower guest spending.

Total Theme Park spending per visitor for fiscal 1994 declined approximate ly 4% from fisca l 1993. This declineis mainly due to planned low er a dmission pr ices in the off-peak periods, lower food and beverage pr ices andlower than expected a ttendance in the peak pricing periods.

Hotel revenue s (which include Festiva l Disney a nd the Davy Crockett Ranch ) were FF 1,6 13 million in fisca l1994 compared to FF 1,721 million in fisc a l 1993. The decrease was expected as hotel rates and food ,beverage and merchandise price s were reduce d by approximately 14% to improve affordability. Occupancyrose to 60 % in fisca l 1994 from 55% in fiscal 1993 due to significantly higher occupancy during the winterseason.

The decrease in other revenue s is primarily attributa ble to the recognit ion of FF 240 million of certain nonrec urring pre-opening participa nt fees in fiscal 1993 .

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Construc tion sales rela te to the sale of operating assets that are sold at cost to, a nd subsequently lea se d backfrom, the Financing Companies a nd, as part of the fina ncial restructuring, a subsidia ry of The Walt DisneyCompany. Su ch construction sales were FF 114 millio n in fisca l 1994 and FF 85 1 mill ion in fisca l 1993.

Costs and ExpensesCosts a nd expenses for the Group a re comprise d of direct operating costs before lease payments, royaltie s,and general and administrative expenses (which include marketing expenses) . Pr incipal componentsinclude operating wages, employee benefits, cost of food, beverage a nd merchandise sales and operatingsupplies .

Substantial permanent reductions in the Group's cost base mitigated the impa ct of the reduced revenues onthe operating results . Primarily as a re sult of management's eHorts to improve operating efficiency, cos ts andexpenses for the Group declined cpproximctely FF 400 millio n to FF 2,961 million in fiscal 1994 fromFF 3,382 million in fisca l 1993.

The Gercnt 's management fees we re waived for fiscal 1994 under the terms of the financial restructuringagreement and are not included in operating costs and expenses in fiscal 1994 . For fiscal 1993 , manageme ntfee s of FF 145 mill ion were accounted for in operating co sts and expense s but their eventual forgive ness wa srecorded as exceptional income in fiscal 1993.

O pe ra ting cos ts and expenses were reduced mainly due to lower labor costs resulting from improve dma nage me nt of personnel, creating greater flexibility a nd efficiency in the operating departments .

Depreciation and AmortizationDepreciation and amortiza tion expense inc reased to FF 29 1 mill ion from FF 22 7 million due to the comple tionof new attractions during fiscal IS93 a nd fiscal 1994.

Lease Rental ExpenseLease rental expense primarily re presents payments under financial lease arrangements with the FinancingCompa nie s and a pproximates the Financing Companies ' related debt se rvice payments which fluctuate withvariable inte re st rate changes and the timing of principal repayments . Lease rental expense wassig nifica ntly reduced in fisca l 1994 to FF 889 m illion from FF 1,712 mill ion, pr incipally because of the eHects ofthe financial restructur ing which included interest forgiveness, reduced payments re lating to loa ns from theGroup to the Fina ncing Companies and prepayment of FF 4,227 mill ion of the Finance Companies' debt tolenders in August 1994 from the proceeds of the rights issue , together with lower inte re st rates.

RoyaltiesRoyaltie s payable to a subsid iary of The Walt Disney Company re lating to the use of inte llectual property aredetermined based on percentages of va rious categories of re venue s, a nd therefore fluctuate from period toperiod in proportion to changes in the amount and category of revenues. Royalty payments have beenwa ive d starting in fisca l 1994 un til fiscal 1998. Commencing in fiscal 1999 to fiscal 2003, royalties will be paidat half the ir pre-restructuring rate . As a result, no royalty expense was incurred by the Group in fisca l 1994 .

General and Administrative ExpensesGeneral and administrative expenses (which include marke ting expense s) were significa ntly re duced by 23%to FF 854 mill ion in fiscal 1994 from FF 1,11 3 million in fiscal 1993 . The decrease was principally due to thestaH reduction plan and other cost reductions.

Financial Income (Expense)Net financial expense was FF 434 million in fiscal 1994 compared to net financial income of FF 104 mill ion infisca l 1993 . The change was due to lower levels of ca sh, certain one-time costs of the financial restructur ingand low er interest income relating to the loans between the Group and the Financing Companies mentionedabove in lease rental expense.

Loss before Exceptional LossThe Group 's loss before exceptional items de cline d to FF 1,282 million in fisc al 1994 from FF 1,71 3 mill ion infisca l 1993. This improve me nt is pr incipa lly due to the eHects of the fina ncia l restruct uring as well a s generala nd adminis trative co st reduction s a nd improved operating efficiencie s.

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Exceptional LossIn fisc al 1994, the Group incur re d an exceptional loss of Ff 5 15 million pr incipally due to non-recurring costsrelated to the fina nc ia l restructuring, primarily bank and advisory fees .

The othe r impo rtant e lements of the exceptional loss in fisca l 1994 were:

Under the restructuring agreement. The Wait Disney Company and certain of its subsidiaries agreed toforgive approximat e ly Ff 1.2 billion in outstanding payables due from the Group.In con nection with the financial restructuring, the carrying value of certain planning and developmentcosts of the second phase were reduced by approximately ff 1.2 billion .

In fiscal 1993, exceptional expenses of Ff 3,624 million were pr imarily due to the ff 3,213 million chargerela ting to the cumulative effect of the change in accounting for pre-ope ning a nd start-up costs . The remaininga mo unt principally re presented costs relating to the staff reduction plan a nd office co nsolidations .

Net LossThe net loss of the Group decreased to Ff 1.797 mill ion in fiscal 199 4 from FF 5,33 7 million in fiscal 1993prim arily due to the effe ct of the accoun ting change mentioned above a nd the posit ive effects of the financialrestructur ing.

(in millio ns ofFr ench francs )

1994 1993

Loss before e xceptional lossExceptional loss

Net Loss

INVESTMENT, FINANCING AND LIQUIDITY

( 1,282)(515)

( 1,797)

( 1.713 )(3,62 4 )

(5,337 )

InvestmentThe G roup op ened 10 new a ttractions from March 1993 to Jun e 1994 and significa ntly advanced theco ns tru ction of Space Mountain in fisca l 1994 . The total capital ex penditures were approximatelyff 1,02 0 million for fiscal 1994 a nd were primarily related to the building of such new a ttractions. These newattractions were financed as part of the financial restructur ing and re present the majority of the a sse tscomprising the FF 1.4 billion sale-leaseback transaction with a n indirect wholly-ow ned subsid iary of The WaitDisney Company. The Group pays a re nt corresponding to I % of the a sset value or ff 14 mill ion per year .

DebtThrough the financia l restructuring and no tably the FF 5.95 billion rights issue, the G roup reduced its tota lprincipal indebtedne ss (including the unconsolidated f inancing Compa nie s ) to Ff 15.5 billion atSeptember 30, 1994 from approximately Ff 20 .3 billion at year end fiscal 1993. The G roup 's co nso lidateddebt. ex cluding accrued inte re st. wa s approximately ff 7.3 billion at year end fisca l 1994 versus ff 7.8 billionat September 30, 1993 . f ollowing the financial restructuring, the conversion ratio of the Compa ny'sconvertible bonds wa s adjus ted to one bond for 1.36 shares in accordance with the terms of the originaloffe ring prospectus .

The net proceeds of ff 5,776 million from the rights issue were used to repay bank deb t. Approximatel y 73%or ff 4,227 million of the Ff' 5,776 million was lent or contributed to the f inancing Companies to repay seniorbank debt. The remain ing 27 % or Ff 1.549 million was used to pay senior bank debt owed directly by theGroup.

The Group has changed the profile of its debt as a result of the prepayment of its debt combined withsignificant in te re st forg iveness extending through fiscal 1996 (tha t is heavily weighted towards variable ratedebt ) . Approximately 70 % of the Group 's debt is based on fixed rates at September 30, 1994 compared to45 % at September 30, 1993 .

LiquidityG roup cash flow used in operations amounted to FF 1,422 million in fiscal 1994 compared to FF 497 millionused in the prior year. This change was primarily because of receipts and disbursements re lating toconstru ction activities which negatively affected working capital. Cash flow from operations before changes

6


in working capital improve d by approximately FF 400 million which includes the fiscal 1994 impact of thefinancial restructuring.

Investing activities provided FF 7 15 million due pr incipally to the FF 1.4 billion sale leaseback arrangementwith The Wait Disney Company as part of the financial restructur ing. Financing activities raised a ne tFF 710 million aft er the issua nce of the ORAs and repaying bank debt and advances from The Wait DisneyCo mpany .

The Group 's level of cash and short term investments wa s approximately FF 1,207 million at the end of fisca l1994 compared to FF 1,204 million at the end of fiscal 1993 . In addition, The Wait Disney Company, inconnec tion with the financial restructuring, has agreed to make available to the Group a FF 1. 1 b illion 10-yearunsecured revolving credit facilit y at PIBOR.

The Group 's liqu idity position has improved and, combined with the positive eHec ts of the fina ncia lres truc turi ng and measures to improve operating efficiency, management currently believes that it has theresourc es necessary to meet future funding requirements arising in fiscal 1995.

EquityIn connection with the fina ncia l re structuri ng , the Company's shareholders approved the offset of theCo mpa ny 's a ccum ula ted de ficit oi FF 4,863 million as of September 30, 1993 against existing share premium .In addition , sharehold ers approved the reduction of the Company's share capital from FF 1,700 million toFF 850 million, by re ducing the nomina l share va lue from FF 10 to FF 5. The Company is proposing that fisca lye ar 1994 losses, in exce ss of the FF 850 million capita l re ductio n , be applied a gainst share premiumgenerated by the rig hts issue . These actions will result in no net impa ct to equity .

Through the rights issue, the Group created approx imately 595 million new shares which brought the totalnumber of issued shares to apprcximately 765 million .

At the e nd of fisca l 1994, the Grou p had a net equity pos ition of approximately FF 5.5 billion compared toFF 1.5 bill ion at the end of fisc a l 1993. This includ ed the ne t proceeds of the rights issue and the fiscal 1994 ne tloss.

In June 1994, the Compa ny' s shareholders approved the impleme ntation of an employee stock option pla nauthorizing the issuanc e of stock options of up to 2.5% of outstanding shares (a pproxima te ly 19 million shareop tions). In November 1994 , the Group granted 12.8 million op tions to 87 employees at an average marketex ercise price of FF 7.95 per share (the average closing market pr ice over the 20 trading days preceding theg ra nt witho ut application of any discount permitted by the shareho lde r authorization) . The options are validfor 10 years (but are not exercisable before November 1995 ) and become a vailable to these employees overa 5 year period .

DividendsNo d ividend a llocation is proposed with re spect to fiscal year 1994 and no d ividends were paid with respect tofiscal year 1993 . Dividends of FF 173 million (ne t of FF 0.6 8 per share to which shareholders could recover an"cvoir fisca l" of FF 0.34 from the French authorities ) were paid in February 1993 relating to fisca l year 1992.No dividends were paid for fiscal 1991.

Important events since the end of the yearIn order to inc re a se the aHordability and improve price perception of Disneyland Paris, the Group announcedon December 14, 1994 a decrease in the Theme Park admission price of an a verage of approximately 17%starting April 1, 1995 .

The nu mber of seasons will be simplified to two from three previously . Starting in fiscal year 1996 , the peakse a so n w ill start from the beginning of March to the end of September (including Christmas) and the off-pecksea son will be from the be ginn ing of October to the end of February.

The peak season adult admis sion price will be FF 195 co mpared to FF 250 and FF 225 previously and the offpeak season price will be FF 150 versus FF 225 a nd FF 175. Child admission prices were adjusted by a le sssignifica nt amount.

Selected Theme Pa rk food and beverage prices were a lso reduced to improve aHordability.

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On January 24, 1995, the Group announced its results for the first quarter of fiscal year 1995 endingDecem ber 3 1, 1994. The net loss for the quarter was reduced by approximately 80% to FF 109 mill ion from theco rrespondi ng period in fisca l 1994 . This improvement is due pr imarily to the eHect of the financialre s tru cturi ng a nd a lso to increa se d operating margins .

Operating revenues for the Theme Park and Hotels rose to FF 854 mill ion from FF 828 million in theco m pa rable quarter in fiscal 1994. Attendance in the park and occ upa ncy in the hotels im prov e d a nd werelarge ly oHset by lower guest spending due mainly to lower ho tel pric e s impleme nte d in Ja nuary 199 4.

OUTLOOK

Development:The Group 's management is currently conducting marketing, fea sibil ity and financing stud ie s to significantlyexpand the convention facilitie s. This is the result of the stro ng dema nd for the existing Convention Center inthe Hotel New York .

Business Outlook:Based on the current leve ls of customer satisfaction and repeat visitation, manageme nt remains confident inthe product and future prospects .

The Group 's management will focus its eHorts on increa sing the number of first-time visitors .

Marketing eHorts will be more substantia l than the prior yea r a nd concentrate on core markets: France, theUnited Kingdom, Germany and the Benelux countries. These eHor ts will also be inc reasingly ta ilored to eachcoun try . The Group will capitalize on the opening and la unch of Space Mountain in Spring 1995, one of themost advanced and exciting attractions in the world.

The economic environment although im proving remains difficult, particularly in our ind ust ry .

Neve rthe le ss, management continues to believe that its stra teg ie s to im pro ve the Group 's marketin geHectiveness and operating effic iency will reposition the resor t to increa se annual a ttendance and opera tingmargins, despite the difficult economic environment the Group faces. In addition, the positive eHects of thefina ncia l restructuring, combined with the operating cost re ductions, will help to improve the G roup 's financia lresults over the coming years.

PROPOSED RESOLUTIONSBefore deciding on the allocation of the net income for the year, we a sk you to approve the Company 'sfinanc ial statements for the fiscal year ended September 30, 1994, a s they are presented to you .

The Company's net (unconsolidate d) loss for the year is FF 1,781 million, which we are proposing to allocatein part to the Reserve account of FF 850 mill ion created whe n the Compa ny changed the par value fromFF 10 to FF 5 and the remainder of FF 931 mill ion to the share pr emium.

We ask you to approve eight agreements subject to the provisions of article 258 of the Law of July 24, 1966 oncommercial companies, authorized previously by the Supervisory Board of your Com pany during theirmeetings of March 14, 1994 , April 6, 1994, May 4, 1994 and November 15, 1994 a nd to approve the ca rryingon of the duly authorized transa ctions entered into in the past, which re mained in force during the year endedSeptember 30, 1994 .

We ask you to re-elect Mr. Jean Taittinger and Lor d Grade of Els tree, whose mandates will expire at the end ofthe Annual General Meeting which will decide upon the financ ial statements of the year ende d September 30,1994, as members of the Supervisory Board for a further three years .

We ask you to renew the authorization given to the Gerant to buy and sell shares in the Com pa ny on the stockmarket in order to min imize fluctuations in the value of such shares. The previous authoriza tion tha t was gi ve nat the last meeting ha s no t been used.

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Finally. we propose you give the Gerant of your Company, for the reasons d iscuss ed in the Specia l report ofthe Geront, in the Superv isory Board re port and in the Special re port of the Sta tutory Auditors, variousauthorizations to issue debt, equity and equity-linked marketable securities.

C hessy , February 2, 1995The Gerant, Euro Disney S.A.

Ph ilippe Bourguignon. Chairman and Chie f Executive Officer

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CONSOLIDATED BALANCE SHEET

Fixed AssetsIntangible assetsTa ngible assetsLong-te rm receivables

Current AssetsInventor iesAccounts receivable :

TradeO ther

Sho rt-term investmentsCash

Deferred Charges

Total Assets

Shareholders' EquityShare ca pitalShare premiumAccumulated deficit

Bonds Redeemable in Shares ("ORAs")Provisions for Risks and ChargesBorrowingsCurrent LiabilitiesPayable to re la ted companie sAccounts payable a nd accrued liabilities

Deferred Revenues

Total Shareholders ' Equity and Liabilities

( . ) See Acc ompanying Note s to Cons olidated Financial Stateme nts .

10

(F F in millions )

Se ptem be r 30.Notes ( " ) 1994 1993

145 1733 3,140 s.u :4 9,568 5,451

12,853 10,735

5 184 22 1

6 271 3137 763 9668 899 86 1

308 343

2,425 2,7049 448 510

15,726 13,949

10 3 ,825 1.70010 2,818 4,8800 (1,147) (5,063)

5,496 1,51711 1 ,00212 392 60113 6,678 8,278

14 77 1.75315 1,853 1,640

1,930 3,39316 228 160

15,726 13,949

CONSOLIDATED STATEMENT OF INCOME

Notes ( .)

RevenuesTheme Park and ResortsConstruction sales and re late d services 17

Costs and ExpensesTheme Park and Resorts d irect operotinq expensesCost of construction sales and related services 17

Operating Income Before Fixed and Administrative ExpensesDepreciation and amortizationLease renta l expense 24Roya lties 2General and administrativeFinancial inco meFinancial expenses

Loss Before Exceptional LossExceptional loss, net 18

Net Loss

( . ) Se e Accompanying Notes to Consolida ted Financial Sta teme nts .

(FF in million s )

Year ended Septem be r 30.1994 1993

4,147 4,874114 851

4,261 ·5,72 5

(2,961 ) (3,382 )(114 ) (8 46)

1,186 1,497(291) (227)(889) ( 1,7 12 )

(2 62 )(854) ( 1,1 13 )538 719

(972) (6 15 )

(1,282 ) ( 1,7 13 )(515) (3,6 24 )

(1,797 ) (5,3 37 )

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CONSOLIDATED STATEMENT OF CASH FLOWS

(FF in millions)

Yea r ended Sept em ber 30.Notes ( . ) 1994 1993

Cash Flows from Operating Activities ( 1,422) (497)Cash Flows from Investing Activities:Proceed s from the sale of tangible fixed assets 1,447 813Capital expenditures for tangible fixed assets (797) ( 1,347)Decrea se (Increa se ) in deferred charges 37 ( 424)Decrease ( Increa se) in inta ngi ble assets (20) ( 16)Decrease (Increa se ) in long-term receivables 48 ( 124)

Cash Flows from (used in) Investing Activities 715 ( 1.098)

Cash Flows from Financing Activities:Net proceeds from issuance of new shares 2 5,776Proceeds from issua nce of bonds redeemable in shares 2 1,002Prepayment of borrowings 2 ( 1,549)Increase in borrowings 2 700 2,02 5Repayment of inte rim financing 2 (698)Increa se in loans to Financing Companies 2 (4,227) ( 1,339)Incre a se in debt secur ity deposit 4 (294)Dividends paid ( 173)

Cash Flows from Financing Activities 710 5 13

C ha nge in Cash and Cash Equivalents 3 ( 1,082 )Cash and Cash Equivalents, beginning of period 1,204 2,286

Cash and Cash Equivalents, end of period 1,207 1,204

Adjustments to reconcile net loss to net cash flows fromoperating activities:

Net Loss (1 ,797 ) ( 5,337 )Add back! (subtract )

Deprecia tion and amortiza tion 291 227Cumula tive effect of accounting change 3,2 13Reduction in carrying va lue of certain assets 18 1,206Payable forg iveness 18 (1,208 )Other 61 60

Changes in:Receivables 262 I,D 10Inventor ies 37 166Payables and other accrued lia bilitie s (274) 164

Cash Flows from Operating Activities (1,422 ) ( 497)

Supplemental Cash Flow Information:In te re st paid 554 585

Noncash financing activities:Offset of accumulated share premium against accumulated deficit 10 4,863Reduction of share capital par value 10 850

( . ) See Accompanymg Notes to Consolida ted Fina ncia l Sta temen ts.

12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF THE BUSINESS AND SUMMARY OF SIGNIFICANTACCOUNTING POLICIES

DESCRIPTION OF THE BUSINESSEuro Disney S.C .A. (th e "Compa ny" ) and its wholly owned subsid iaries (co llectively, the "Group")comme nced operations on April 12, 1992, with the official opening of the Disneyland Paris Res ort (the"O pe ning " ) . The G roup ope rates the Disneyland Paris Resor t, which incl udes Disneyland Paris Theme Park(the "The me Park") , six hotels, the Festival Disney e ntertainm ent ce nter, the Da vy Crocke tt Ra nch and a golfcourse (colle ctively, the "Resor t" ) at Mcrne-lc -Vcllee, France . In addition , the Group manages the reale state development and expansion of the related infrastructure of the property. The Group owns theDisne yla nd Hotel, Davy Crockett Ranch, golf course and land for the hotels a nd leases the Theme Park andPhase 18 Facilities from the Financin g Companies (see ter ms defined below) .

The Compa ny, a pub licly held French com pany, was owne d 49% by, indi rect, who lly-owned subsidiaries ofThe Wa it Disney Company ("TWDC ") at September 30, 1994 (s ubsequently reduced to 39% as desc ribed inNote 10) , a nd managed by Euro J isney S.A. (the Company's Gerant) , a n indirect, 99%-owne d subsidiaryof TWDC.

Entities include d in the consolidated financial statements and the ir primary operations / activities are asfollows:

Company Primary Operating Activity

Euro Disney S.C.A.

EDL Hotels S.C. A.

Operator of the The me Park, Disneyland Hotel, Da vy CrockettRanch and golf course, and manager of real estate development

Operator of the Phase 18 ho tels and Festival Disney entertainmentcenter

Ce ntre de Divertissements S.A.Newport Bay Club S.A.Cheyenne Hote l S.A.Hotel New York S.A.Sequoia Lodge S.A.Hotel Santa Fe S.A.

Specia l purpose leasing companies, all 99% ow ned subsidiaries ofEDL Hote ls S.C .A., which were created in co nne ctio n with theleasing and financing of the Phase 18 Fa cilities

EDL Services S.A.

EOL Hote ls Parlicipalions S.A.

Management company of the Phase 18 Financing Co mp a nies

Ge nera l Partne r of EDL Hote ls S.C .A., EO Resort S.C .A., EO Resor tServices S.C .A.

Tour operator that se lls holiday packages to the Disneyland ParisResort, pr incipally to guests from Germany, Italy and TheNetherlands

Wholly owned Spanish subsidiary of Euro Disney Va ca nces S.A.

Companies crea ted for anticipate d second phase financi ng(see below)

Euro Disney Va ca nces S.A.

Studies a nd super vision of construction for the a dditional a ttraction sof the Theme Park added a fter the Ope ning a nd the anticipatedse cond theme park

Debit de Ta ba c S.N.C. * * Distribut or of toba cco a t Festiva l Disney

* Val d 'Europe Promotion S.A. changed its na me from ED Se rvices S.A. in 1994.

*. Crea ted in 1993.

Euro Disney Vacaciones S.A.

Euro Disney Finance S.A.ED Resort S.C .A.ED Resort Services S.C .A.Val d 'Europe Promotion S.A. *

S.E.T.E.M.O . Imagineering S.A.R.L.

Phase I FinancingThe G roup originally had various arrangements with Euro Disneyland S.N.C. for the fina nci ng of Phase lA,a nd with the six com pa nies ( "SNCs " ) that wer e established for the financing of Phase 18 of the Disn eyla nd

13

20 to 33 years10 to 33 years4 to 10 years


Paris Resort (the " Pha se IB Financing Companies"). as described below. As part of the FinancialRestructuring (Note 2), the Company cancelled its original arrangement with Euro Disneyland S.N.C . andhas established certain new arrangements with respect to substantially a ll of the Theme Park assets with EuroDisney Associes S.N.C . ( "EDA SNC ") an indirect, wholly-owned affiliate of TWDC as further describedbelow . The Group has no ownership interest in these SNCs. Reference to the " Fina ncing Companies orSNCs" include s Euro Disneyland S.N.C. and the Phase IB Financing Companies .

Phase lAIn November 1989, various agreements were signed between the Company and Euro Disneyla nd S.N.C . forthe deve lop ment and fina nci ng of the Theme Park. Pursua nt to a sale / lea seba ck agreement, all of the assetsof the Theme Park we re sold by the Company to Euro Disneyland S.N.C . and were bei ng leased back to theCompany. As part of the Financial Restructuring (see Note 2) , a new leasing structure was imple me nted andthe or ig inal lease with Euro Disneyland S.N.C. wa s cancelled. Under this new lease structure, EuroDisneyland S.N.C . is leasing substantially all of the Theme Park assets to EDA SNC , which in turn issubleasing the Theme Park assets to the Company. In addition , pursuant to a sale /leaseback a gree me nt (seeNote 2). ce rtain other assets of the Theme Park we re sold by the Company a nd Euro Disneyland S.N.C. toEDA SNC as part of the Financial Res tructur ing, and are also be ing leased back to the Company.

Phase ISIn March 1991, various a greements were signed for the development and financing of five hotels and theente rta inment cente r (th e " Pha se IB Facilities " ) . Pursuant to sa le / lea seba ck agreements , the Phase IBFacilities were sold by the Company to the Phase IB Financing Companies and are being leased backindi rectly through specia l purpose leasing companies to the op erator, EDL Hotel s S.C .A.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of PreparationThe Group's consolidated fina nci a l sta tements are prepared in conformity with accounting principlesgenerally accepted in France.

Change in Accounting Method for Pre-opening and Start-up CostsAt the time of establishing the financial sta tements for fiscal year 1993, the Group changed its method ofaccounting for pre-opening and start-up costs . Effec tive October I, 1992, project-related pre-opening a ndstart-up costs are expensed as incurred. In the past, such costs were capitalized and amortized on a stra ightline basis over 5 or 20 years .

In 1993, the Group's management adopted re vised business stra tegies and be lieves that the new a cc ountingmetho d wa s more appropriate in this context. In addition, it corresponded to a similar change in a ccountingmethod adopted by TWDC in fiscal yea r 1993.

The cumula tive effect of the change in method as of October I. 199 2. wa s FF 3.213 million and was include da s exceptional expense in fiscal year 1993. The impact of the change on op erating income for the year endedSeptember 30. 1993 wa s to reduce the loss before exceptional items by FF 338 millio n .

Fixed AssetsIntangible assets consist of software costs and licensee rights a nd are carried at cost. Amo rtization iscomputed on the straight-line method over two to te n years .

Tangible fixed assets are carried a t cost. Depreciation is computed on the stra igh t-line method based uponestimated useful lives. as follows:

Buildi ngsInfrastructure and leasehold improv eme ntsFurniture. fixture s and equipment

Interest costs incur re d for the construction of tangible fixed assets and the acquisit ion and development of landare capitalized. Projects under development are capitalized to the extent technical and econom ic feas ibilityhas been established.

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Debt Issue CostsDirect costs of the issuance of debt are capitalized and amortized on a straight-line basis over the life of there lated debt. Upon conversion of the convertible debt, the pro-rata a mount of unamortized issue costs is oHse tagainst the share premium arising from the issuance of the re lated shares.

InventoriesInventories a re stated at the lower of cost or market value, on a weighted-average cost basis.

Cash and Cash EquivalentsCa sh and cash equivalents consist of cash on hand and short-term inve stme nts with origi na l maturitie s ofthree months or less. Short-term inve stme nts are stated at the lower of cost or market value.

Earnings per ShareEa rni ngs per share is no t disclosed on the Consolidated Statement of Income due to a significant change thatoccurred in the capital structure of the Company. Under the terms of the Financial Restructuring, 595 millionadditional shares were issued in August 1994 . There fore , the computation of earnings per share based on theweighted average number of shares outstanding does not provide a meaningful measure and is notco m para ble to the pr ior year.

Income TaxesThe Group files a consolidated tax return . The Group provides for deferred income taxes on temporaryd iHere nces between financial and tax reporting. The Group uses the liability method under which deferredta xes are ca lcula te d applying legislated tax rates expected to be in effect when the temporary diHerences willreverse.

Participant RevenueFees billed to co mpa nie s ( "Participants" ) which enter into long-term marketing agreements with the Groupfor the spo nso rs hi p of attractions are recognized as revenue over the period of the applicable agreementscomme ncing wit h the openi ng of the attraction. Fees billed to Participants pr ior to the Opening werere cognized as revenue over the first twelve -month period subsequent to the Opening reflecting the highmarke ting costs incurred during this period .

Convertible Bond Redemption PremiumThe liability for the convertible bond redemption premium is provided for on a straight-line basis ove r the termof the bo nds, depe ndi ng on the probability that the premium will be paid.

Financial InstrumentsIn the normal course of business, the Group employs a variety of oH-balance sheet financial in strume nts toma nage its exposure to fluctuations in interest and foreign currency exchange rates, including in te re st rateswa p agreements, forward rate agreements, options on swa ps, foreign currency forward exchange co ntra ctsa nd for e ign exchange options. The Group designates interest rate instruments as he dge s of debt a nd leaseobliga tions, and accrues the diHerential to be paid or received under the agreements a s intere st rates changeove r the lives of the contracts. Gains and losses arising from fore ign currency instrume nts are deferred andrecognized in income as oHsets of gains and losses resulting from underlying hedged transactions .

The Group continually monitors its positions with, and the credit quality of, major international financialinstituti ons which are counterparties to its oH-balance sh ee t financial ins tru ments and does not anticipate nonperforma nce.

Foreign Currency TransactionsTransactions denominated in fore ign currencies are recorded in Fre nch fra ncs at the exchange rate prevailingat the month-end prior to the transaction da te . Receivables and liabilities denominated in foreign currenciesare stated at their equivalent value in French franc s at the exchange rate prevailing as of the balance sheetdate . Net exchange gains or losses resulting from the transla tion of assets and liabilities in foreign currenciesat the balance sheet date are deferred as translation adjustments. Provision is made for a ll unrealizedexcha nge losses to the extent not hedged.

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ReclassificationsCertain reclassifications to the 1993 comparative amounts have been made to conform to the 1994presentation of the consolidated financial statements.

2. Financial RestructuringIn July 1993, the Company announced that it, together with TWDC, was engaging in a thorough review of theGroup's fina ncia l stru cture . Subsequently, discussions began between the Compa ny, TWDC, certain of thefinancial institutions a nd companies that are creditors of the Company (the " Le nde rs" ) and the FinancingSNCs to explore a restructuring of the Group's finances .

On May 20, 1994 , the Compa ny, TWDC, the Financing SNCs and the Lenders executed agreements related toa financial restructuring (the " Fina ncia l Restructuring" ) subject to shareholders' approval. At anex traordinary general meeting on June 8, 1994, shareholders approve d re solutions for the Financia lRestructuring and by August 10, 1994, all agreements related to the Fin a ncial Restructuring had beenexecuted. The Financial Restructuring is essentially comprised of concessions and contributions made by theLenders and TWDC and the prepayment of certain outstanding loa n indebted ne ss of the G roup and theFinancing SNCs with the net proceeds of the Rights Offe ring (define d below ) . The significa nt co mponents ofthe Financial Restructur ing are set forth below .

Rights Offering, Use of Proceeds and other Capital Transactions

Issuance of new shares and use of proceedsIn connection with the Financial Restructuring, the Company, TWDC , and the Le nders co mple ted anunderwriting of 595 million new shares in the form of a rights offering (the " Rights Offering"). the grossproceeds of which were FF 5,950 mill ion. TWDC subscribed and pa id ca sh for 49 % of the Righ ts Offe ring. Theremaining 51 % of the shares were sold pursuant to an underwriting commitment organized by the Le nde rs .

Ne t proceeds from the Rights Offering amounted to FF 5,776 million , af ter applicable issua nce cos ts andexpenses, of which FF 1,549 mill ion wa s used to prepay a portion of the Company 's senior debt and theremain ing proceeds of FF 4,227 million were loa ned dire ctly to Euro Disneyland S.N.C . and the Phase IBFinancing Companies which, in turn , prepaid outstanding bor rowinqs.

Distribution of warrants to existing shareholdersAs pa rt of the Fina ncia l Restructur ing, the Company distributed 170 mill ion warrants to shareholders of recor don June 14, 1994 . One warrant was d istr ibuted per share of common stock held, e nabling the holders of suc hwarrants to subscribe for one newly-issued share of the Company 's common stock a t a pr ice of FF 40 forevery three warrants held . The warrants have a term of ten years and ma y be exercised be tween January1996 and July 2004 .

Capital reductionIn connection with the Financial Restructur ing, the Company 's shareho lde rs a pproved the offset of theCompany's accumulated deficit of FF 4,863 mill ion as of September 30, 1993 a gains t e xisting sh are premium .In addition, shareholders approved the reduction of the Compa ny 's share capita l from FF 1,700 million toFF 85 0 million, by raducinq the nominal share value from FF 10 to FF 5. The share capita l re duc tion of FF 850million wa s recorded to a special equity reserve account entitled " Re se rve - Reduction of Capital" and willonly be used to partially absorb losses arising in fisca l year 1994, subject to shareholders ' approval. TheCompany inte nds to propose to its shareholders that fisca l year 1994 losses, in excess of the FF 850 mill ioncapital reduction, be applied against share premium generated by the Rights Offering.

Lenders' Concessions

Reduction of Interest paymentsIn connection with the Financial Restruc tur ing, the Lenders agreed to wa ive aggregate interest ch argespayable by the Company and the Financing SNCs on ou tstanding debt having a ne t present value a s ofOctobe r I, 1993 of FF 1.600 mill ion (discounted at a rate of 7.5 % from Octobe r I. 1993) .

Deferral of principal repaymentsAs part of the Financial Restructuring, the Lenders agreed to defer for three years from the origi na l due datesprincipal payments due by the Company and the Financing SNCs on certain outstanding indebtedness .

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ReclassificationsCertain recla ssific ations to the 1993 comparative amounts have been ma de to co nform to the 1994presentation of the consolidated financial statements .

2. Financial RestructuringIn July 1993, the Company announced tha t it, together with TWDC, was engaging in a thorough revie w of theGroup 's financial s tructure. Subsequently, di sc ussions began be tween the Company, TWDC , ce rtain of thefinancial institutions and companies that are creditors of the Company (the " Lende rs " ) a nd the FinancingSNCs to explore a restructuring of the Group' s finance s .

On Muy 20, 1994, the Company, TWDC, the Financing SNCs a nd the Lenders executed agreements re la ted toa financial re structuring (th e " Financial Restructur ing " ) sub je ct to sharehol ders ' approval. At anextraordinary general meeting on June 8, 1994, sh areholders approved re solutions for the Fina ncia lRestructur ing a nd by August 10, 1994, all a greements re la ted to the Fina ncial Restructuring had beenex ec uted . The Financ ia l Restructuring is essentially comprised of concessions a nd contrib utions made by theLenders and TWDC and the prepa yment of certa in out sta nding loan indebtedness of the Group a nd theFina ncing SNCs with the net procee ds of the Rights Offe ring (defined below ). The significant components ofthe Financial Restru ctur ing are set forth below .

Rights Offering, Use of Proceeds and other Capital Transactions

Issuance of new shares and use of proceedsIn co nnection with the Financial Restructur ing, the Company, TWDC, and the Lenders completed anunderw riting of 595 millio n new shares in the form of a rights offering (th e " Rights Offering" ). the g rossproc eed s of which were FF 5,950 million. TWDC su bscr ibed and paid ca sh for 49% of the Rights O ffe ring. There ma in ing 5 I% of the shares were sold pursuant to an un derwriting commitmen t orga nized by the Len ders .

Net procee ds from the Rights Offe ring amounted to FF 5,776 million , a fter applicable issua nce costs andexpenses, of which FF 1,549 million was used to prepay a portion of the Company 's senior debt and theremaining proceeds of FF 4,227 million were loaned directly to Euro Disneyland S.N.C . a nd the Phase IBFinancing Companies which, in turn, prepaid outstanding borrowings.

Distribution of warrants to existing shareholdersAs part of the Fina ncia l Restructuring, the Compa ny distributed 170 mill ion warrants to shareholders of re cordon June 14, 1994. One warrant wa s distrib uted per share of common stock held, enabling the holders of su chwarra nts to subscribe for one newly-issued share of the Compa ny 's common stock at a pr ice of FF 40 forevery three warrants held. The warrants have a te rm of te n years and may be exercised between January1996 and July 2004.

Capital reductionIn connection with the Fina ncial Re structuring, the Company's shareholders approve d the offset of theCompany 's accumula ted deficit of FF 4,863 million as of September 3D, 1993 against ex is ting share pr emium .In addition, shareholders approved the reduction of the Company's share capita l from FF 1.700 million toFF 850 mill ion, by reducing the nominal share va lue from FF 10 to FF 5. The share capital reduction of FF 850million wa s recorded to a special equity re se rve account entitled "Reserve - Reduction of Capital" and willonly be used to partially absorb losses arising in fiscal year 1994, subject to shareholders ' approval. TheCompa ny inte nd s to propose to its shareholders tha t fiscal year 1994 losses, in ex cess of the FF 850 millioncapital reduction, be applied against share premium generated by the Righ ts Offe ring.

Lenders' Concessions

Reduction of Interest paymentsIn conne ction with the Financial Re structuring, the Lenders agreed to waive aggregate inte res t chargespayable by the Company and the Financing SNCs on outstanding debt having a net present value as ofOctober L 1993 of FF 1,600 million (discounted at a rate of 7.5% from October I, 1993) .

Deferral of principal repaymentsAs part of the Financial Restructuring, the Lenders a greed to defer for three years from the original due date spr incipal payments due by the Compa ny and the Financing SNCs on ce rtain outsta ndi ng indebtedness .

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deve lop ment fee equal to FF 1,200 millio n, sub ject to the cancellation of 38.3 million of the warrants issued toTWDC in co nnection with the d istribution of warrants to existing sh areholde rs .

Concessions to Lenders and to The Wait Disney Company

Issuance of bonds with warrantsThe Company issued to the Lenders FF 2 million of ten-year, subordinated bonds bearing inte re st at onepercent per annum with warrants attached entitling them to subscribe for 40 mill ion newly issue d shares of theCompany at a price of FF 40 per share . The warrants are exercisable from Ja nuary 1996 to July 2004 .

Margins IncreaseThe margi ns applicable to varia ble int e re st rate debt will be incre a sed from Octobe r 1, 1996 to September 3D,2003 on the Phase lA credit facility and from October 1, 1997 to September 30, 2003 on the Phase IB cre ditfac ility, by 0.275 % and 0.334% per a nnum , respe ctive ly . The net present value of these marg in inc rea ses isapproximately FF 50 millio n .

Modification of debt covenantsThe Financial Restructuring a greeme nts include covenants with respect to the restruc tured financi ngarrangements between the Group and the Lenders as described in Note 13.

New Theme Park leasing structureIn connection with the Financia l Restructur ing , the Company entere d into a new lea se stru cture for the ThemePark with Euro Disneyland S.N.C . and EDA SNC (see Note 24 ).

3 . TANGIBLE FIXED ASSETS(F f in rmllioris )

Bc la nce e t

beg inning Bclan ce etof peri od A dd itions Decucllons end of po n c e

1994Land and seconda ry infrastru cture 1,274 244 (1 43) 1,375Buildings 1,739 430 (778) 1,391Leasehold improvements, furniture and fixtu re s 597 147 (2 46) 498Othe r 389 10 ( 39) 360Construction in progre ss 1,490 903 (2 ,30 5 ) 88

5,489 1,734 ( 3,5 11) 3,712Acc umulate d depreciation ( 378) (24 1) 47 ( 572)

5,11 1 1,493 ( 3.464 ) 3,140

1993La nd and seconda ry infrastructure 1,349 278 ( 353 ) 1,274Build ings 1,832 389 ( 482) 1,739Leasehold improveme nts, furniture and fixture s 374 226 (3) 597Other 399 28 (3 8 ) 389Construction in progre ss 1,009 1, 103 (6 22 ) 1,490

4,963 2,024 ( 1,498) 5,489Accumula ted depreciation ( 175 ) (227) 24 (3 78)

4,788 1,797 ( 1,474 ) 5, 11 1

Tangible fixed assets inclu de capitalized interest costs of FF 204 million and FF 213 mill ion at September 30,1994 and 1993, re spectively.

At September 30, 1994, construction in progress wa s FF 88 million . At September 30, 1993, co nstruction inprogress pr imarily re presented second phase co sts (FF 1,120 million) a nd Theme Park ex pansion costs(F E: 206 million) . In connection wit h the Financial Restru ctur ing, the ca rrying value of certain planning anddevelopment co sts of the secon d phase were reduced by FF 1,206 mill ion during 1994.

As part of the Fina ncia l Restructuring, EDA SNC purchased certa in assets, principally The me Park attractions,for thei r book value of FF 1,133 million as well as the estimated costs to comple te certain asset s underconstruction for FF 267 million. FF 114 million wa s incurred and recorded as co ns truction sale s and cost of

18


construction sales in the Consolidated Statement of Income. These assets were subsequently leased back tothe Company from EDA SNC under the terms described in Note 2 above.

4 . LONG-TERM RECEIVABLES(FF in millions)

September 30.199 4 1993

Euro Disneyland S.N.C. (a )Phase IB Financing Companies (b)VAT - long-te rm receivable (c)Deposits (d)

6,626 3,8492,561 1.466

80 128301 8

9,568 5,451

(a) Euro Disneyland S .N.C.Pursu ant to the or ig inal Theme Park financing agreements, the Group has provided long-te rmsubordina ted loans of FF 3,849 million to Euro Disneyland S.N.C . The balance of FF 3,849 million wa sreduced by FF III million in 1994 . In August 1994, the Company also provided FF 2,888 million of theproceeds from the Rights Offering to Euro Disneyland S.N.C . in the form of a subordinated loan. As part ofthe Financial Restructuring, Euro Disneyland S.N.C. subsequently used these proceeds to pay downFF 2,888 million of bank and CDC debt (se e Note 2). The loans bear interest at a rate equal to the3-month Paris Interbank Offering Rate ("PIBO R" ) which, for the year ended September 30, I 994, was5.67 %. As pa rt of the Financial Restructur ing, inte rest charges on the outstanding balance were reducedby I 00 % during the second ha lf of fisca l year I 994 and will gradually increa se through fisca l year 2003 .Beginning in fiscal year 200 4, the applicable inte re st rate will re turn to pre-restructuring level s. Pr incipalpayments on the origi nal balance of FF 3,738 million commence March 31, 1999 and continue throughthe year 2015 . Pr incipal payments on the remaining FF 2,888 million will begin March 3 1, 1998 andcontinue thro ugh September 30, 2016. At September 30, 1994 and 1993, there was no accrued interest onthe se loans.

(b) Phase lE Financing CompaniesPursua nt to the or ig inal Phase IB financing agreements, the Group has provided long-term subordinatedloans of FF 1,450 million to the Phase IB Financing Companies . As part of the Financial Restructuring,the Company provide d FF 1,339 million of the proceeds from the Rights Offering to the Phase IBFinancing Companies which was subsequently used to prepay outstanding debt. The original balance ofFF 1.450 million , reduced by FF 228 million in 1994, bears interest at 11% a nd has a payment term ofnine ye ars, beginning in 200 I. The remaining balance of FF 1,339 million bears interest at a rate of3-month PIBO R, which, at September 30, 1994 was 5.67 %. Also due to the Financial Restructuring,inte re st charges on the entire outstanding balance were reduced by 100% during the second half of fisca lyear 1994 a nd will gradually :ncrea se through fiscal year 2003 . Beginning in fiscal year 1998, the inte restrate on the orig ina l balance will be fixed at 6%. Repayment of this balance commences in 1999 andco ntinue s through 2015 . At September 30, 1994 , there was no accrued interest on these loans. AtSeptember 30, 1993 , accrued inte rest on the original balance was FF 16 million.

(c) VAT - Long-Term ReceivableFollowing a change in the 1993 tax law relating to the Value-Added Tax, the Group has recorded a long te rm re ce ivable due from the ta x authorities. This receivable is due over a period not exceeding 20 yearsand bears inte re st at a maxioum rate of 4.5%.

(d) DepositsIn accordance with certain conditions stipulated in the Financial Restructuring, the Group is required tomaintain a security deposit as a pledge for the benefit of the Phases lA and IB lenders . The depositamounts are interest bearing and are no t available to the Group until all of the senior debt pursuant to thebank debt agreements have been paid and other obligations by both the Lenders and the Group havebeen satisfied.

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5. INVENTORIES(FF in million s )

September 3D,1994 1993

Mercha nd ise, food and beverageSupplies

Allowance

138 19592 99

230 294(46) (73)

184 221

6. TRADE ACCOUNTS RECEIVABLETrade accounts receivable are due primarily from tour operators, agents and travel groups, arising from salesof Theme Park entrance tickets, hotel rooms and amenities, as well a s billings for Participant fees . AtSeptember 30, 199 4 and 1993 , FF 49 million and FF 34 million, respective ly, were provide d for uncollectib leaccounts. All amounts are due within one year.

7. OTHER ACCOUNTS RECEIVABLE( FF in millions )

Septem ber 3D,

199" 1993

VATRe lated companiesO the r

All amou nts are due within one year.

408201154

763

719108139

966

8. SHORT-TERM INVESTMENTSShort-term investments include money market instrume nts a nd ce rtihcates of deposit, carried at cost, wh ichapproximated market value at September 30, 1994 and 1993 . At Se ptember 30, 1994, no a mou nts werepledged pursuant to the Group 's hnancing agreements as guarantees for future co nstruction payme nts, landacquisi tions, and other hnancial transactions.The fair values of the Group' s short term investme nts approximate ca rrying va lue s based upon the shor tma turity of these instruments .

9. DEFERRED CHARGES(FP in millions )

Sep tember 3D.199 4 993

Financial co ntrib utions to public infrastructure (a)Debt issue costs (b)Foreign currency translation adjustments

37474

448

3948828

51 0

(a) Financial con tributions to public infrastructureThis pr imarily consists of a payment of FF 232 million made by the Group to the S.N.G.F. (Socie teNationa le de C hemins de fer Frcnccis ), the French national ra ilway company, as part of its hncncic lcommitment to the construction of the T.G.V. (Train a Grande Vitesse ) railway sta tion loca ted within theResort. This contribution will be amortized over twenty years a nd comme nce d with the opening of theT.G .V. station in May 1994 . Contributions to public infrastru cture are sta ted net of accumulatedamortization of FF 21 million a nd FF 8 million a t September 30, 1994 and 1993, respectively.

(b ) Debt issue costsDebt issue costs are stated net of accumulated amortization of FF 50 million and FF 38 million atSeptember 30, 1994 and 1993, respectively.

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10. SHAREHOLDERS' EQUITY(Ff in millions )

Shares Sha re Share Accumula ted(in thous a nds ) Capita l Prem ium de ncit

Balance a t September 30, 1992 170,007 1,700 4,880 447Conversion of 904 bonds 1Net loss (5,337 )Dividends ( 173 )

Balance a t September 30, 1993 170,008 I, 700 4,880 (5,063 )OHset of accumulated losses ( 4,863) 4,863Issua nc e of new shares 595,029 2,975 2,975Rights oHer ing costs ( 174)Reduction of nominal share value (850 )Reserve - Reduction of Capita l 850Conve rsion of 1,107 bonds 2Ne t loss ( 1,797 )

Balance at September 30, 1994 765,039 3,825 2,818 (1,1 47 )

The numbe r of shares above represent the Company's authorized, issued and outstanding shares, at therespective da te s.

As described in Note 2 above, the Company oHset its accumulated deficit of FF 4,863 mill ion against existingshare pre mium at September 30, 1993 . Subsequently, the nominal value per share of the Company's commonstoc k was reduced from FF 10 to FF 5. The resulting reduction in share capital of FF 850 mill ion has beenre co rde d as an equity reserve account which is not available for distribution and will be used by the Companyto a bso rb losse s arising in fiscal 1994, subject to shareholders' approval.

In connection with the Rights O Hering described in Note 2 above, the Company issued to its holders ofco mmon stock, tra nsfe rab le preferential rights to subscribe for seven new shares of common stock for everytwo shares held. At September 30, 1994 , the rights had been fully subscribed resulting in the issua nc e ofapproximately 595 million shares, the net proceeds of which were FF 5,776 million after applicable issu ancecost s a nd ex penses. The new shares have a nominal va lue of FF 5 per share and were issued a t FF 10 pershare.

In Ma y 1994, United Saudi Commercial Bank (" USC B" ) and its Chairman, Prince Alwaleed Bin Talal BinAbdula ziz Al Saud ("Prince Alwaleed" ) executed various agreements to acquire 188.5 million shares orapproxima te ly 25% of the outstanding common stock of the Company. Pursuant to these agreements, USCBa nd Pr ince Alwaleed acquired approximately 114 million shares and the balance of approximately74.5 million shares were purchased from EDL Holding Company, an ind irect, wholly-owned subsid iary ofTWDC. In October 1994, the sales of shares to USC B reduced TWDC's percentage ownership in the Companyfrom 49% to approximately 39 %. USCB and Pr ince Alwaleed undertook in connection with such agreeme ntsthat the ir part icipation shall not exceed one half of the participation held directly or indirectly by TWDC atthe end of one year follow ing the complet ion of the Rights OHering.

At Se p tem be r 30, 1994 , the Company 's accumulated deficit include s a legal reserve of FF 32 mill ion which isnot available for di strib ution .

Dividends of FF 173 million were paid in February 1993 related to fiscal year 1992 . No dividends were pa idre la tin g to fisc a l 1993 and 1994 .

11 . BONDS REDEEMABLE IN SHARES (ORAs)As part of the Financial Restructuring, 2,500, 121 ORAs with a nominal value of FF 400 were issued on July 11,199 4. The O RAs have a coupon of one percent per annum and have a ten-year term. Upon maturity, eachOR A will be redeemable by the issuance of ten shares of the Company's common stock. The accrued inte reston these O RAs at September 30, 1994 was approximately FF 2 mill ion.

12. PROVISIONS FOR RISKS AND CHARGESAt September 30, 1994, provisions for risks and charges primarily include s provisions for various claims,e stima ted co sts on employee housing and the remaining costs related to consolidation of all staH at one site . At

21


September 30, 199 3, the a mount included the estimated cost of reo rganiza tion, including the imple menta tionof a staH reduc tion program a nd the cost of the consolida tion of all staH at one site .

13. BORROWINGS(FF in millions)

September 30.1994 1993

Convertible bonds (a )CDC (b)Phase lA credit fa cility (c)Phase IB credit fa cility (d)Credit Foncier de Fra nc e (e)Other

4,362 4,3 271,108 1,442

976 2,O'1!195 403

35 352

6,678 8,278

At Septembe r 30, 1994 and 1993, bo rrowing s include accrued inte re st of FF 268 million and FF 36 0 mill ion,respectively.

(a) Con vertible bondsOn July 15, 1991, the Company issue d 28,3 50,000 unsecured conve rtible bonds in the aggregate principalamount of FF 3,969 millio n, with a par val ue of FF 140 . Interest is payable annually at 6.75 % beginningOctober 1, 1992 . At September 30 , 1994 a nd 1993 , the above borrowing amounts include accruedintere st of FF 268 millio n and FF 272 millio n, re spectively. Ea ch bond is convertible in to 1.361 shares ofthe Company's common stock. Through September 30 , 1994 , 9,392 bonds were converted . No bondswere pur chased and ca nceled by the Compa ny during fiscal year 1993 or 1994. There were28,340,608 bonds outstanding at September 3D, 199 4. Unless previously converted, redeemed orpurchased by the Company, the bonds will be redeemed at 110 % of thei r pr incipa l amount on October I,20 0 I. FF 126 million a nd FF 87 million of the redemption premium was accrued and is include d in theaccounts a t Se ptember 30, 1994 a nd 199 3, respectivel y . The fair va lue of the Group 's convertible bondsas of September 30 , 199 4 was approximately FF 3,030 mill ion based upon market quotes. Fair va luea pprox imate d carrying value a t September 30, 1993.

( b ) CDC loanIn May 1992, the Compa ny borrowed FF 1,403 millio n from the CDC, of which 40 % was senior debt and60% wa s subordinated debt (" pret s participatifs" ) , ma tur ing 20 years from the drawing da te . This loanbears in te re st a t a fixed rate of 7.85 %, a lthough un der the te rm s of the Fina ncia l Restructuring thein te re st has be en reduce d by I00 % duri ng the secon d half of fiscal year 1994, and will gradually inc reasethrough fiscal year 2003 . Beginning in fisca l year 2004, a ll outstanding balances will bear intere s t at prerestru ctur ing level s. Additionally, as part of the Financial Restructuring, a portion of the proceeds fromthe Rights OHering was used to prepay FF 295 million of the se nior CDC debt. The senior de bt is securedby the underlying land and assets of the Theme Park, Disneyland Hotel and Davy Crockett Ranch . Thesubordi nated debt is un se cured. Principal repayments begin in 2002 .

(c) Phase lA credit facilityIn December 199 2, the Company borrowed FF 1,295 mill ion pursuant to a credit agreement in order tofinanc e costs a ssocia te d with the Phase lA fac ilities bearing inte re st a t PIBOR plus 1% ( 6.6 7% atSe ptember 30, 1994) . In March 199 3, the Company borrowed a n a dditional FF 730 million unde r thesa me credit agreement , which bears inte re st ranging from PIBOR plus 0.24 % ( 5.9 1% at September 30,1994 ) to 9.25 %. As part of the Financial Restructur ing, the Company a pplied a portion of the proc ee d sfrom the Rights OHering to prepay approximately FF 1,049 million of outsta nding borrowings un der thisfacility . In addition, in te re st charges on the outstanding balance followi ng the prepayment were reducedby 100 % during the second half of fiscal year 1994 and will gradually incre ase through fiscal year 1996 .Be ginning in fiscal year 1997, the applicable interest rates will re turn to pre-restructuring levels plus anadditional margin of 0.275% per annum through September 30, 2003. The obliga tions under the creditfa cility are secured by the Phase lA assets. Principal repayments were initia lly scheduled to commence,dependi ng on the borrowing, in either 1997 or 1998, with all debt balances maturing in 2006 . Pursuant tothe term s of the Financial Restructuring, initia l principal repayments have been deferred to 2000 or 200 1,respectively.

22


(d) Phase l E credit facili tyPr ior to fiscal year 1994, the Com pany borrowed FF 400 million pursuant to a credit agreement e nteredinto by EDL Hote ls S.C .A., bearing interest a t PIBOR plus 1% (6 .67% a t Se ptember 30, 1994 ) . As part ofthe Financia l Restructuring, the Company applied a portion of the proceeds from the Rights Offering toprepay approximately FF 205 mill ion of ou tstanding borrowings under this facil ity. In addition, interestcharges on the ou tstanding balance follow ing the prepayment were reduced by 100% during the secondhalf of fisca l year 1994 a nd will gradually increa se through fiscal year 1997. Beg inning in fiscalyear 1998, the applicable interest rate will re turn to pr e- re structur ing level s plus an increa se of0.334 % per annum through September 30, 2003 . The obligations under the credit facility are secured bythe Phase IB assets . Principal repayments were initia lly scheduled to be made beginning fisca lyear 1995 . Pursuant to the terms of the Financial Restru cturing, initial pr incipal repa yme nts have beendeferred to 199 8.

(e) Cre dit Fancier de Fran ceIn June 1992, the Company borrowed FF 35 mill ion from the Credit Foncier de France for the construc tionof cast member housing, secured by the related assets, bearing inte re st at a rate of 3-month PIBORminus 0.3% (5.37% a t September 30, 1994 ) . Principal repayments began in 1994 and continuethrough 201 7.

The Group's borrowings a t Se ptember 30, 1994 have the following scheduled matur ities:( f f in millions )

19951996199719981999Thereafter

714

6,2 63

6,28 4

The Financia l Restruct uri ng agreements include covenants with respect to the restru ctured fina ncinga rrangements betwee n the G roup and the Lenders . These covenants include restric tions on additiona linde bte dne ss a nd capital expenditures, the provision of ce rtain financial information and complia nce withfinanc ia l ra tio thre shol ds .

As part of the Financia l Restructuring, TWDC ha s agreed to make available, upon the re quest of theCompa ny , an unse cure d FF 1,100 million standby revolving credit facility . This facil ity will have a matur ity of10 years and amounts drawn un der the facility will bear inte re st a t PIBOR. At September 30, 1994 , theCompany has not yet requested TWDC to establish this facility.

Fixed assets with a book value of FF 1,62 1 million a t Se ptember 30, 1994, are mortgaged a s secur ity unde rPha se lA, Phase IB, a nd other loan agreements .

14. PAYABLE TO RELATED COMPANIES( f f in millions )

Septe m ber 30.1994 1993

Euro Disney S.A. (a)The Wait Disney Company (Netherlands ) B.V. (b)Euro Disneyla nd S.N.C . a nd EDA SNC (c )Other

All amounts are due within one year.

6413

77

99083

6728

1,753

(a) Euro Disney S .A.Represents amounts incurred on behalf of the Group, pr imarily for construction and reimbursement ofoperating co sts . Dur ing the years e nded September 30, 1994 and 1993, Euro Disney S.A. incurred

23


re im bursable co sts of Ff 390 mill ion and Ff 1,480 million, respectively. Under the terms of the financialRe st ruc turi ng (see Note 2 ) , these amounts were included as part of the payable forgiveness by TWDC.

(b) The Wait Disney Compan y (Ne therlan ds ) B.V.Represents ro yalt ie s payable to The Walt Disney Company (Ne the rla nd s) B.V. pursuant to a licenseagreement govern ing in te llectua l property rights owned by TWDC . Under the terms of the financia lRestructuring (se e Note 2 ) , these amounts have been waived by TWDC beginning O ctober 1, 1993through September 30 , 1998.

( c ) Euro Disne ylan d S .N.C. and EDA SNCRe presents rent payable pursuant to the Theme Park lea se s and sublease (see Note 24).

15. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

( FF in millions)

Septe mbe r 30.1994 1993

SuppliersPa yro ll a nd employee benefitsBusine ss ta x and other taxesVATOthe r

961 1,04 6187 199112 50290 113303 232

1,853 1.640

All amounts are due wit hin one year.

16. DEFERRED REVENUESThese consist primarily of land grants, participant re ve nues and a ga in on the sale of asse ts, recognized asincome over the te rm duri ng which the assets are lea se d ba ck to the Group.

17. CONSTRUCTION SALES AND RELATED SERVICESDuring the year ended September 30 , 1994, certain assets of the Theme Park were sold to EDA SNC forff 114 mill ion (see Notes 2 and 3 ). In 1993 , Euro Disneyland S.N.C. purchased a sset s from the Company forrr 781 mill ion .

18. EXCEPTIONAL INCOME AND LOSS

(FF in milh ons )

Year endedSeptember 30,

1994 1993

Cumula tive eHect of the change in accounting (a)Prov isions for risks a nd charges (b )Base management fee deferral (c)Costs re la ted to the financ ial Restructur ing (d)Payable forg iveness (e )Reduction in carrying value of certain assets ( f)Ot he r

(103 )

(406)1,208

( 1,206)(8)

(515)

(3,21 3 )( 464 )

145

(92 )

(3 ,62 4 )

(a) Cumulative eHect of the change in accountingAs described in Note 1, this represents the cumulative eHect of the change in accounting for pre-openingand start-up cos ts as of October 1, 1992.

( b ) Provisions for risks and chargesfor the year ended September 30, 1994, this amount pr imarily represents various le ga l costs. for the yearended September 30 , 1993, this amount primarily represents costs relating to the staH reduction andoffice consolidation.

24


re im bursable cos ts of FF 390 million and FF 1,480 million, respectively . Under the terms of the Fina ncia lRestructuring (see Note 2 ), these amounts were included as part of the payable forgiveness by TWDC.

(b) The Walt Disney Company (Ne therlan ds) B.V.Represents roya lties payable to The Walt Disney Company (Netherlands ) B.V. pursuant to a licensea greement governing intellectual property rights owned by TWDC. Under the terms of the FinancialRestructur ing (se e Note 2). these amounts have been waived by TWDC beginning October 1. 1993through Septe mber 30, 1998.

(c) Euro Disneyland S .N.G. and EDA SNCRepresents rent payable pursuant to the Theme Park leases and sub-lease (see Note 24) .

15. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

(FF in millions)

Septe mb er 30.1994 1993

SuppliersPayroll and employee benefitsBus iness ta x and othe r taxesVATOther

961 1,046187 199112 50290 113303 232

1,853 1,640

All amounts are due within one year.

16. DEFERRED REVENUESThese consist pr imarily of la nd grants, participant re ve nues a nd a ga in on the sale of a sset s, re cognized a sinco me over the term during which the assets are leased back to the G roup.

17. CONSTRUCTION SALES AND RELATED SERVICESDuring the year ended September 30 , 1994, certain assets of the The me Park were sold to EDA SNC forFF 114 mill ion (see Notes 2 and 3 ). In 1993 , Euro Disneyland S.N.C . purchase d assets from the C ompany forFF 78 1 mill ion.

18. EXCEPTIONAL INCOME AND LOSS

(FF in million s )

Year endedSe ptember 30.

1994 1993

C umula tive e Hect of the change in accounting (a)Provisions for risks and charges (b)Base management fe e deferral (c )C osts related to the Financial Restructuring (d)Paya ble forgive ne ss (e)Reduction in carrying value of certain assets (f )O the r

(103 )

(406)1,208

( 1,206)(8 )

(515)

(3,2 13 )( 46 4)

145

(92 )

(3 ,62 4 )

(a ) Cumulative eHect of the change in accountingAs described in Note 1, this represents the cumulative eHect of the change in accounting for pre-openingand start-up costs as of October 1, 1992.

( b ) Provisions for risks and chargesFor the year ended September 30, 1994, this amount primarily represents various le ga l costs. For the yearended September 30, 1993, this amount primarily represents costs relating to the staH reduction andoffice consolidation.

24


Ma nageme nt believes no significant conc entration of credit risk e xists w ith re spect to the Group 's financialinstru me nts. The Group util ize s a variet y of oH-bala nce -shee t fina ncial instruments for hedging purpos es . AtSeptembe r 3D, 1994 and 1993, ne ither the Group nor the counterparties were re quire d to collateralize the irre spective ob ligations under these he dg ing instruments.

The following ta ble summarizes by notional amounts the activity for each maj or category of in te re s t ra tehedg ing instru me nts :

(Ff in millions }

Inte res t f orwa rd RateRate Swa ps Ag reemen ts Swcptions Total

Ba lance at September 3D, 1993 5,300 2,800 900 9,000Additions / Adjus tments 1.169 1,800 800 3,769Ma turitie s / Am or tiza tion ( 1,000 ) ( 4,100) ( \.700) (6,800 )Ter mina tions ( 4,619 ) ( 4,619 )

Ba lance a t Se ptem be r 3D, 1994 850 500 l.350

For the year e nded September 3D, 1994, inte rest expense includes FF 57 million related to the unwinding ofce rta in in te re s t rate fina nci al ins tru me nts occurring as a result of the Fina ncia l Restructur ing. A one percentincre a se or decrease in interest rates would no t have re sulte d in a mate rial im pac t to the financialstatements .

22. EXPOSURE TO CURRENCY RISKThe Group 's policy is to protect its e lf to the ex tent practical from the eHec s of fluctuations in the fore igne xchange ma rke ts. The Group 's exposure to for e ign currency risk his torica lly relate d primarily to variations inthe value of the V.S. dollar, a s certa in liabilitie s and commitments to a wholly-owned subs id iary of TWDCwere denomina ted in this currency. In connection with the Financia l Re stru cturing , substantia lly all liabilitiesa nd co mm itments to TWDC were forgive n and the no tional amount of re la ted hedge contrac ts has beenreduced accordingly .

At Se ptember 3D, 1994 and 1993, the Group had FF 3 14 mill ion a nd FF 1.615 million, respectively of fore igncurrency hedge contracts outstanding, consisting principally of forward e xchange contracts and optio nsex piring prim arily be twee n O cto b e r 1994 and November 1995. No mate rial impa ct to the financial statementsresulted fro m fore ign currency hedging ope rations in 1994.

As of Se ptem ber 3D, 1994, the G ro up had de fe rred FF 2.7 mill ion of gains re la ting to its hedging instru me nts.The amount is expected be to a mortize d in fisca l year 1995.

23. COMMITMENTS AND CONTINGENCIESThere are various legal proceedings and claims a gainst the Group re la ted to construction and othe r a c tivitie sincide nt to the conduct of its busine ss. Mana ge ment ha s esta blished provisions for such ma tte rs a nd does notexp e ct the Group to suHer any material lia bility by re ason of such actions, nor does it expect that suchactions will have a material e ffect on its liquidity or operating re sul ts.

The Company is join tly liable for a ll Euro Disneyland S.N.C . obligations under the Phase lA credit agreementwith a syndicate of in te rn a tiona l banks co nsisting of a ma in fa ci lity of FF 2,100 million.

EDL Hotels S.C .A. has guaranteed a ll of the obligations of the Phase IB Fina ncing Companie s under the PhaseIB senior credit facility with a syndica te of ba nks, consisting of a main facility of FF I, 100 mill ion.

24. LEASED ASSETSThe Group ha s ente re d into lease a greements wit h EDA SNC a nd the Fina ncing Companie s for the ThemePark and the Phase IB Facilities . In conformity wit h Fre nch a ccounting principles, the G roup has notcapitalized the se leases and has accounted for them as ope rating leases . The re n ta l expense under theselea se s approxima tes the Financing SNCs re la te d debt service pa yme nts, which fluctua te with varia ble inte restrate changes and pr incipal repayments .

The or ig ina l lea se s for the Theme Park and the Ph a se IB Facilities commenced April 12, 1992 and were to e ndwhen the underlying borrowings and in te res t were re pa id in full by the Financing SNCs; howe ve r, a new

26


leasing structure for substantially a ll of the Theme Pa rk assets has been impleme nted pursuant to the te rms ofthe Financial Restructuring. Previously, the Company le a sed the Theme Park d irectly from Euro Disneyla ndS.N.C . under a credit-bail with a term of approximately 20 years. Under the ne w lea se structure, effectiveJune 30, 1994, the or ig inal credit-bail was cancelled and a new credit-bail established wh e reby EuroDisneyland S.N.C . leases the Theme Park to EDA SNC with terms similar to the or iginal credit-bail . TheCompany in turn, is subleasing the Theme Park from EDA SNC for a term of 12 years with rent equal to the ne tamount invoice d by Euro Disneyla nd S.N.C . to EDA SNC . In addition, EDA SNC applies a 0.5% margin to thene t amount inv oiced. At the e nd of the sublease term, the Company will have the option to acquire thelea seho ld pos ition of EDA SNG. If the Company does no t exercise this option and there by elects to discontinueleasing the The me Park, EDA SNC may continue to lea se the assets, wit h an ongoing option to purcha se themfor an amount approximating the balance of Euro Disneyland S.N.C . outsta nding debt. Alte rn a tive ly,EDA SNC could terminate the lease , in which case EDA SNC would pay Euro Disneyland S.N.C . an amountequal to 75 % of its then-ou tstanding debt; EDA SNC could the n se ll or lease the assets on be half of EuroDisneyland S.N.C., in order to sa tisfy the remaining debt, with any excess proceeds payable to EDA SNC .These leasing arrangements are being fina lized with certain French governmental entities .

In a ddit ion, as part of the Financial Res tructur ing, EDA SNC purchased certain assets, pr incipa lly Theme Parkattractions , for thei r book value of FF 1,133 million as well as the estimated costs to complete certain assetscurre n tly under constru ction for FF 267 million. These assets were subsequently leased back to the Companyby EDA SNC unde r the terms described in Note 2 above.

Rental expens e was FF 889 million and FF I, 712 mill ion for the years e nded September 30 , 1994 a nd 1993,respective ly.

Future minimum renta l com mitments under non ca nce la ble operating leases at Se ptember 30 , 1994 are asfollows:

(FF in millions )

Pha se IBTheme Park Facilities TOl al

1995 179 50 2291996 309 85 3941997 614 193 80 71998 769 320 1,0891999 829 365 1,194Beyond 1999 7,485 7,450 14,935

Total 10,185 8,463 18,648

In the event the Compa ny decides to a cquire the leasehold pos ition of EDA SNC a t the completion of the12-year lease term, the Compa ny would become obligat e d to pay FF 15,059 million in option a nd future renta lpayments over the subsequent ten years .

Rental co mmitments are based 0::1 an estima ted interest rate of 6%.

As ope ra ting leases, the cost and depreciation of the a ssets and underlying bor rowings are not included in theGroup 's conso lida ted financial statements. The se amounts. which are carried by the Fina ncing SNCs. aresummarized as follows:

Land a nd se condary in fra stru ctureBuildi ngs, rides and a ttractionsFurn iture, fixtures & equipmentConstruction in progress

(P'F in millions )

Net BookValue at

Accumula ted Se ptem be r 30. EstimatedCos t De pre cia tion 1994 Use ful Lives

1,968 ( 182 ) 1,786 10 to 25 years13, 155 ( 1,500) 11.655 25 to 33 years

1,081 ( 173) 908 4 to 10 years605 605

16,809 ( 1,855 ) 14,954

27


Depreciation above is computed on the straight-line method based upo n e stima ted useful live s . De pre ciationexpense was FF 720 mill ion and FF 751 million for the years ended September 30, 1994 and 1993,respectively .

At September 30, 1994 , borrowings and accrued in te re st specific to these a sse ts were FF 17,457 million ,incl ud ing FF 9,187 million due to the Group.

The Group has other operating leases, pr imarily for office space, office a nd co mpute r e quipment a nd ve hicles,for which tota l re ntal expense was FF 188 mill ion and FF 208 mill ion for the ye ars ended Se ptem be r 30, 1994and 1993 , respectively . Future minimum rental commitments under these non-ca nc e la ble opera ting leasesas of September 30 , 1994 are as follows :

(FF In rmllions )

19951996199719981999Thereafter

25. EmployeesThe number of cast members employed by the Group wa s:

63352312114

September 30,1994 1993

CadresNon -cadres

1,4928,680

10,172

2,0169,8 49

11,865

Total employee costs for years ended September 30 , 199 4 and 1993 were FF 1,892 million and FF 2,108million, respectively .

All cast members participate in pension plans in accordance with French la ws and regulations. Cadre castmembers also participa te in a supplemental defined co nt ribution pension plan. Contributions to all plans,which are shared by the cast member and the Group, are based on gross wages and a re expensed asincurre d . The Group has no future commitments with respect to these plans.

A retirement inde mnity is paid to cast members who re tire from the Group after completing a def ined numbe rof service years, in an amount no t to exceed 1.5 months of g ross wages. No provision in this re spe ct wasrecorded for the years ended September 30 , 1994 or 1993 as a ny amounts eventually due are considered tobe insignifica nt.

26. DIRECTORS' FEESDuring the years e nde d September 30, 1994 and 1993 , fee s paid to members of the Company' s SupervisoryBoard were FF I mill ion and FF I million, respectively .

27. SUMMARY OF DIFFERENCES BETWEEN ACCOUNTING PR INCIPLES ADOPTED BY THECOMPANY AND GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE U.S. ANDSUPPLEMENTAL DISCLOSURES

Reconciliation to U.S . GAAPAs a result of the Rights Offering described in Note 2, Euro Disney S.c.A. is re quired to file a n annua lform 20-F within six months of September 30 each year.

As expla ined in the summary of significant accounting policies, the consolidated fina ncia l statements ha vebeen prepared in accordance with accounting principles generally accepted in France ("French GAAP" ).French GAAP varies in certain significant respects from accounting pr inciples generally accepted in theUnited States ("U .S. GAAP") particularly those related to the assets of the Theme Park and Phase lE fa cilitie s,

28


Depreciation above is computed on the straight-line method based upon estimated useful lives. Depreciationexp e nse was FF 720 million a nd FF 751 mill ion for the years ended September 3D, 1994 and 1993 ,re spectively.

At September 3D, 1994, borrowings and accrued inte rest spe cific to these a ssets were FF 17,457 million,incl uding FF 9,187 million due to the G roup.

The G roup has other ope rating lea se s, primarily for office space, office and computer equipment and vehicles,for whic h total re ntal ex pense was FF 188 millio n a nd FF 208 million for the ye ars ended September 3D, 1994and 1993, respectively. Fu ture minimum rental commitment s under these non-cancelable operating leasesas of September 3D, 1994 are as follows:

( FF 1Il rmllion s )

19951996199719981999Thereafter

25. EmployeesThe number of cast members employed by the G roup wa s:

6335231211

4

September 30.1994 1993

CadresNon-cadres

1,4928,680

10,172

2,0 169,849

11.865

Tota l employee co sts for years ended Se ptember 3D, 1994 and 1993 were FF 1,892 million and FF 2, 108million, respectively.

All cast members participate in pension plans in a cco rdance with Fre nch laws and regulations. Cadre castmembers also participate in a supplemental defined contribution pension plan. Contributions to all plans,which are shared by the cast member and the Group, a re based on gross wages and a re e xpensed asincurre d. The Group has no future commitments with respect to these plans.

A re tirement indemnity is paid to cast members wh o re tire from the Group after complet ing a def ined numbe rof service years , in an amount not to exceed 1.5 months of gross wages. No provision in this respect wasre corded for the years ende d Se ptember 3D, 1994 or 199 3 as any amounts eventually due are considered tobe insig nifica nt.

26. DIRECTORS' FEESDuring the years e nded September 3D, 1994 and 1993, fee s pa id to members of he Company's SupervisoryBoard we re FF I million and FF I million, respec tively .

27. SUMMARY OF DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES ADOPTED BY THECOMPANY AND GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE U.S . ANDSUPPLEMENTAL DISCLOSURES

Re conciliation to U.S. GAAPAs a result of the Rights Offering described in Note 2, Euro Disney S.C.A. is require d to file an a nnua lform 20-F within six months of September 30 each year.

As explained in the summary of significant accounting policies, the consolida ted fina nci al statements havebeen prepared in accordance with accounting pr inciples generally accepted in France (" Fre nch GAAP " ) .French GAAP varies in certain significant respects from accounting principles generally accepted in theUnited States (" U.S. GAAP " ) particularly those related to the assets of the Theme Park and Phase IB facilitie s,

28


Lease and Interest adjustmentsA maj ority of the Group 's assets , includi ng the Theme Park and Phase IB Faci lities are lea se d under variousa rrangement s. Unde r French GAAP, the Group has not capita lized these lea ses a nd is a cc ounting for them a sop erating lea se s. Under U.S. G AAP , the unde rlyi ng a sset s a nd liabilitie s a nd re lated depreciation a ndinte res t expense are reflecte d in the Group's fina ncial sta teme nts.

Additionally, the Compa ny co mple ted a FF 1,4 00 million sa le / leaseback agre ement with EDA SNC (asdescribed in Note s 2 and 24) , which under Fre nch GAAP has been recorded as a sa le of certa in Theme Parka ss et s and an op erating lease. For U.S. GAAP, this transaction is considered a financing a rrangement a t arate below marke t lev els, and adjustments a re required to discount the liability to reflect the cu rrent marke tin te re st rate at the inception of the lease. As a result, the liability was discounted to a pprox imatelyFF 908 million . The discount will be accreted as a dditiona l interest expense over the te rm of the le a se.

For U.S. GAAP, a ll in terest charges relating to debt inst rume nts w hose interest rates a re scheduled to changeor have inte rest "holida ys " or forgiveness period s a re required to be calculated in a ccordance with the" effe ctive in te re st me tho d. " This method calculate s the estima ted interest charges over the life of the debt, andallocates thi s amount eve nly over the te rm of the debt using an effective yield . This adjustment resulted ina ddit ion a l inte re st expense in 1994 as inte re st expense calculated using th is method exceeded actual in te re stpaid.

Resort AssetsUnder Fre nch G A1'..P, the Resort a sset s are depreciated under the straight-line method ove r their useful lives oftwo to thir ty-three years. For U.S. GAAP, the e quiva le nt useful Jive s range between two and forty years.

Bonds redeemable In sharesUnder Fre nch GAAP, the O RAs have been re corded at face va lue (FF 1,000 million ) as a separa tecomponent of the balance shee t. For U.S. GAAP, the ORAs have been recorded a t the d isc ounted fa ir va lue ofapproximately FF 324 mill ion and included with the Company's outsta nding borrowings .

Shareholders' equityUnde r Fre nch G A..AP, the Company offset a ccumulated losse s of approximate ly FF 4,863 million atSe ptember 30, 1993, against ex istin g share premium. Under U.S. GAAP, the offsett ing of a cc umulated lossesis perm itted only in certa in limited circumstance s. Accordingly, the offsetting of the Company's accumulatedlosses against sha re premium is reve rse d for U.S. GAAP purposes.

Deferred TaxesDeferred ta xe s, pr ovided in pr ior years, were reversed a t September 30, 1992, and have no t been re instatedsince the G roup generated losses for the years ended Se pte mber 3D, 1994 and 1993.

In Fe bruary 1992 , the Financial Accounting Standards Board issued Statement of Financial AccountingStandard s No. 109 ("SFAS 109" ) A ccounting fo r Income Taxes. The sta ndard changed the method ofaccounting for income ta xe s to an asset and liability approach. The standard was adopted in 1993, ret roa ctiveto October I, 1992 . Unde r SFAS 109, the G roup 's net opera ting loss carryfor wards of FF 7 billion genera tedef erred ta x assets at Se ptember 3D, 1994. The G roup has established a 100% valuation a llowance a ga instthese assets due to the uncertainty of ultimate realization of ta x benefits. The Group has net operating losscarryforwards of FF 7 bill ion expiring through 1999 .

30


Bo rrowingsAs described in Note 24, the Group has not capitalized the lea ses of the Theme Park and the Phase TBFa ci lities but ha s accounted for the m as operating leases. Under U.S. GAAP, the leases would be capitalized .Se t out below is a schedule of the bo rrowings of the Financing SNCs and the Group 's liability for thesale/leaseback financing arrangement relating to the assets underlying these le a ses .

(FF in millions )

Se ptembe r 30.1994 1993

CDC loa n (a )Phase lA credit faci lity (b)Phase TB credit facility (c)Phase lA partners ' advances (d)Phase IB partners' advances (e )EDA SNC financing arrangement

2 ,370 3,0002 ,098 4,3551,115 2,29 02,000 2,000

636 800908

9 ,127 12,445

(a) CDC loanLoan consists of both senior debt and subordinated debt. Senior debt is collateralized by the land of theTheme Park, Disneyland Hotel and Davy Crockett Ranch. The debt bears inte re st at a fixed rate of 7.85 %.Principal re pa yme nts commence in fiscal year 2000 .

(b) Phase lA credit facilityThe Phase lA credit facil ity consists of three tra nches of debt, drawn against a facility of FF 4,5 00 mill ionand collateralized by a mortgage on the Theme Park, Disneyland Hotel and Davy Crockett Ranch. TheCompany is a co -obligor on this facility. Inte re st rates on the diHerent tranches range between PIBORplus .24 % (5.9 1% a t September 30, 1994 ) and a fixed rate of 8.35 %. Pr inc ipal repayments commence in1998.

(c ) Phase lE credit facilityDrawn against a fa ci lity of FF 2,3 00 million from a syndicate of banks and secured by the five Phase IBhotels and entertainment center. The debt bears interest at PIBOR plus 1.0% (6.67% a t September 30,1994). Principal repayments commence in 1998.

(d ) Phase lA partners ' advancesRelated to Phase lA assets . The two tranc hes of debt bear intere st a t PIBOR plus 4.5 % ( 10. 17% a tSeptember 30, 1994 ) and a fixed rate of 3.0%. Principal repayments are scheduled to commence in 20 10.

(e) Phase lE partners ' advancesSenior debt related to Phase iB assets collatera lized by Phase IB buildings and fixtures . The diHerenttranches of debt bear interest at PIBOR plus 1.0% (6 .67% at September 30, 1994 ) and a fixed rate of 3.0%.Principal repayments are scheduled to commence in 2006 . Amount include s FF 124 mill ion of bankborrowings.

Under the terms of the Financial Restructur ing, the inte rest rates on these outstanding borrowings have beenreduced by 100 % during the second half of fiscal year 1994 and will gradually increa se over varying periods(see Notes 2 and 13).

These outstanding borrowings have the following scheduled maturit ies as of September 30, 1994 :

(FF in millions )

1995199619971998.1999Thereafter

104762

9,008

9, 127

31

PSAuditMembre de Price WaterhouseTour AIG34 Pla ce de s Corolle s92908 Paris La Defens e 2

GENERAL REPORT OF THE STATUTORY AUDITORSON THE CONSOLIDATED FINANCIAL STATEMENTSas at Se ptember 30, 1994

Frcncois Martin76 rue de Monceau75008 Paris

To the Shareholders ofEURO DISNEY S.C.A.Che ssy Montevrrrin

In co mplia nce with the assignment entrusted to us at the Shareholders ' a nnual general meeting of March 14,1994 , we here by report to you on:

the audit of the accompanying fina ncia l statements of Euro Disney S.C .A. a nd its subsidiaries showing anet shareholder's equity amounting to F 5.496 mill ion and a net loss of F 1,797 million for the year endedSe ptember 30, 1994 ; and

the ve rification of the report on the management of the G roup, for the year e nded Se ptember 30, 1994 .

1. Opinion on the consolidated financial statementsWe have a udite d the consolidated financial statements of the G roup by performing the procedures weconside re d necessary in accordance with French professiona l sta ndards .

In ou r op in ion, the consolidate d fina ncial statements g ive a true and fair view of the Group 's fina nci al pos itiona nd its assets a nd liabilitie s as a t September 30, 1994, a nd the results of op era tion s and cash flows of thecompa nie s included in the consolidation for the year the n ended .

2. Specific verificationsWe have a lso carried out the specific ve rifica tions required by La w , in a ccorda nce with Fre nch prolessionclstandards .

We have no comment to make as to the fair presentation and the conformity with the consolidated fina ncia lsta tements of the information given on the management of the G roup .

Paris, November 29 , 1994

The Statutory Aud itor s

PSAuditMe mber of Price Waterhouse

Pascale Chastaing-Doblin

32

Froncois Martin

GENERAL REPORT OF THE SUPERVISORY BOARD

Ladies and Gentlemen,

We are pleased to present to you our report for the year ended September 30, 1994.

Du ring the fiscal year ended September 30 , 1994, the Disneyland Paris theme park welcomed 8.8 mill iong ue sts and the average hotel occupancy rate was 60% .

We do no t fee l that it is necessary for your Board to make any particular comments on the management reportof the Gerant whi ch we have reviewed and which has been submitted to you.

The net loss for the year was 1.8 bill ion francs, which included a loss before exceptional items of 1.3 bill ionfrancs a nd an e xceptiona l loss of 0.5 billion francs due pr incipally to the exceptional charges relating to thefinancia l restructuri ng.

Taking note of the a bove, we propose that you approve the Company's financial statements at September 30 ,1994, as they are pre sen te d to you, includi ng the operations that they record and the management of theG era n t that they reflect. We also suggest that you approve the allocation of the net loss proposed to you.

We propose that yo u re new the mandates of two members of the Supervisory Board for a further three years .

We recommend that you a pprove the re so lution a uthor izing your Gerant to purchase and sell shares in yourCom pa ny on stock e xc ha nge s in orde r to stabilize possible fluctua tions in the va lue of the shares.

Fina lly , pursuant to the provisions of article 6.3 . (e) of the by-laws, we infor m you that you will be askedduring this meeting to grant your Gerant various authorizations to issue bonds, shares of the Company,warrants of the Company g iving right to subscribe to shares of the Company and other marketable securitiesentitl ing the ho lder to securitie s repre senting, imme dia tely upon or following issua nce, a share in the capita lof your C ompany . The purpose of these authorizations is to allow your Gerant, in the inte re sts of theCompa ny, to ta ke advantage of a possib le favorable evolution of the financial markets , in particular in orderto re finance the inde bted ne ss of the Company or to finance possible developments or extensions of theProject within the limit s author ize d by the a greements re lating to the fina ncia l restructuring of the Company.The various securities a nd the differe nt te rm s and conditions of issua nce for which such authorizations arerequested are inte nde d to place your Gerant in a position to call upon the financial markets in France andabroad under the most fa vorable conditions . The incre a se of the share capital allowed pursuant to theseauthorizations is limited to a total a mount of one bill ion French francs, or approximately 26 % of the curre n tcapital of your Company, not includ ing adjus tments whic h could be made pursuant to law. It should be notedtha t the issue s of marke ta b le securities w hich may be realized by virtue of the delegation granted under thefiftee n th resolution will be made with shareholders ' preferentia l subscription rights or, as permitted pursuantto the sixteenth re so lution, with waiver of such preferential subscription rights and on pricing terms providedfor by law, it being understood that shareholders could be granted a pr iority period for subscription for theissues to be made in the French :narket.

We propose that you grant yo ur Gerant the se authoriza tions .

Paris, Fe bruary 2, 1995The Supervisory Board

Jea n Taittinger

33

SHARE PRICE AND TRADING VOLUME

Prices ( Paris ) 'High Low Number of shares tra ded (thousa nds by month)

FF FF RM-Paris SEAO- London DR-London Brussels

1992October 34.93 26.39 8,022 9,334 2,863 469November 35.14 26.09 9,448 12,618 2,225 467December 28.76 24.19 9,314 14,543 5 16 382

1993January 29.54 25.87 6,772 9,298 478 367February 34.93 28.09 7,996 9,924 728 419March 42.69 34.28 8,583 11,563 709 422April 41.65 29.84 8,009 7,396 404 594May 33.07 27.90 5,843 5,443 311 560June 31.05 27.94 5,985 7,258 247 440July 30.05 23.33 8,8 13 10, 170 535 854August 28.35 23.50 9,147 15,236 694 614September 28.31 23.85 9,750 12,994 347 532October 25.79 20.70 8,389 8,943 422 684November 21.56 10.22 39,039 51,06 4 2,186 4,533December 16.30 12.12 20,884 11,84 1 1,678 2,742

1994Ja nua ry 16.49 13.11 13,777 5,692 1,723 2,172February 16.30 13.80 10,174 5,074 2,067 1,123March 17.16 13.07 26,807 18,963 2,370 4,239April 14.62 13.37 6,822 6,343 692 609May 14.88 12.16 10,466 7,636 694 1,888June 18.70 11.70 39,273 32,592 6,625 6,607July 12.15 9.80 49,057 24,583 2,024 4,651August I!. 70 7.55 134,117 143,867 2,978 13,258September 9.85 7.70 40,24 7 28,716 946 4,333Oc tober 7.95 6.15 21,983 9,336 772 3,668November 9.75 6.70 30,644 17,092 1,615 6,389December 11.90 8.70 35,026 16,312 846 4,907

1995Ja nua ry 12.50 9.80

• Follow ing the righ ts issue a nd the free di stribution of warrants, the Socie te des Bourses franc;a ises applied a correcting coef ficient of 0.43 1to the share prices prior to the fina nci al re structunng in June 199 4. (See Notes to the Consolidated Financial Statements )

34

SHARE PRICE AND TRADING VOLUME

Prices (Paris) 'High Low Number of sha res traded ( thousands by month )

Ff f f RM-Paris SEAQ -Landon DR-London Bruss els

1992Oc tob er 34.93 26.39 8,022 9,334 2,863 469Nove mber 35.14 26.09 9,448 12,618 2,225 467December 28.76 24.19 9,314 14,543 5 16 382

1993January 29.54 25.87 6,772 9,298 478 367Fahrunry 34.93 7. 8.09 7,996 9,924 728 419March 42.69 34.28 8,583 11.563 709 422Apr il 41.65 29.84 8,009 7,396 404 594Ma y 33.07 27.90 5,843 5,443 3 11 560June 31.05 27.94 5,985 7,258 247 440July 30.05 23.33 8,813 10,170 535 854August 28.35 23.50 9, 147 15,236 694 614September 28.31 23.85 9,750 12,994 347 532October 25.79 20.70 8,389 8,943 422 684November 21.56 10.22 39,039 51.06 4 2,186 4,533December 16.30 12. 12 20,884 11 ,841 1.678 2,742

1994Ja nua ry 16.49 13.11 13,777 5,692 1,723 2,172Fe bruary 16.30 13.80 10,174 5,074 2,067 1,123March 17.16 13.07 26,807 18,963 2,370 4,239Apr il 14.62 13.37 6,822 6,343 692 609May 14.88 12. 16 10,466 7,636 694 1.888June 18.70 11.70 39,273 32,592 6,625 6,607July 12.15 9.80 49,057 24,583 2,024 4,651August 11.70 7.55 134,117 143,867 2,978 13,258Se ptember 9.85 7.70 40,247 28,716 946 4,333October 7.95 6.15 21,983 9,336 772 3,668Nove mber 9.75 6.70 30,644 17,092 1.615 6,389December 11.90 8.70 35,026 16,312 846 4,907

1995January 12.50 9.80

• following the rights issu e a nd the free d istribution of warrants, the Societe des Bourses Frc nc c ises a pplie d a correct ing coefhc ie nt of 0.431to the share pric es prior to the hnancial re structuring in June 1994. (See Notes to the Consolidated f inancial Sta te me nts )

34

chairman's letter - euro disney...

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