EURO DISNEY S.C.A. GROUP INTERIM REPORT

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1 INTERIM REPORT

2 SUMMARY INTERIM MANAGEMENT REPORT...3 INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS...12 CERTIFICATION OF THE PERSON RESPONSIBLE FOR THE INTERIM REPORT...35 STATUTORY AUDITORS' REPORT ON THE 2015 INTERIM FINANCIAL INFORMATION REVIEW

3 INTERIM MANAGEMENT REPORT 3

4 INTERIM MANAGEMENT REPORT SIGNIFICANT EVENTS OF THE FIRST HALF Euro Disney S.C.A. (the "Company") and its owned and controlled subsidiaries (collectively, the "Group" ) operate the Disneyland Paris site, which includes two theme parks, seven themed hotels, two convention centers, the Disney Village entertainment center and golf courses. The Group's operating activities also include the development of the surrounding 2,230-hectare site, half of which is yet to be developed. RECAPITALIZATION PLAN During the First Half, the Group implemented the recapitalization and debt reduction plan announced on October 6, 2014, backed by The Walt Disney Company ("TWDC"), which amounted to approximately 1 billion (the "Recapitalization Plan"). The Recapitalization Plan aimed at improving the Group's financial position and enabling it to continue investing in Disneyland Paris so as to improve the guest experience. The main elements of this Recapitalization Plan are as follows: cash infusion of million, through capital increases of the Company and of Euro Disney Associés S.C.A. ("EDA"), its primary operating company; conversion of million of debt owed to indirect subsidiaries of TWDC into equity through capital increases of the Company and of EDA (this conversion was performed at the debt's nominal value); deferral of all amortization payments of loans granted by indirect subsidiaries of TWDC until a revised maturity date in December 2024 (previously 2028); and repayment of million drawn under the standby revolving credit facilities granted previously by TWDC, maturing in 2015, 2017 and 2018, replaced by a single million revolving credit facility maturing in December 2023 (the "New Revolving Credit Facility"). For more details on the different steps of the Recapitalization Plan, please refer to the press releases and the other documents related to this plan, which are available on the Group's website ( For a description of the impacts of the Recapitalization Plan on the Group's equity and on borrowings for the First Half, please refer to notes 1.3. "Recapitalization Plan", 6. "Equity Attributable to Owners of the Parent", 7. "Non-Controlling Interests" and 8. "Borrowings" of the Group's interim condensed consolidated financial statements MILLION AMOUNT RECEIVED FROM THE WALT DISNEY COMPANY (FRANCE) S.A.S. AS A LEASE TERMINATION FEE During the First Half, the Group received a 24.5 million fee for the termination, before the contractual term, of a lease agreement with The Walt Disney Company (France) S.A.S. related to office space located in the Walt Disney Studios Park. This amount was recorded in the consolidated statements of income in Other income / (expense). For the purposes of this interim management report, the first half (the "First Half") is the six-month period that ends on March 31, The Group also includes Centre de Congrès Newport S.N.C., a consolidated special purpose financing company (the "Financing Company"). Hereafter, references to the "Legally Controlled Group" correspond to the Group, excluding the Financing Company. For a description of the Group, please refer to note 1. "Description of the Group and its Recapitalization Plan" of the interim condensed consolidated financial statements. 4

5 INTERIM MANAGEMENT REPORT SUMMARY OF FINANCIAL RESULTS IN THE FIRST HALF Key Financial Highlights First Half ( in millions, unaudited) (1) Fiscal Year 2014 (1) Revenues ,279.7 Costs and expenses (709.6) (644.1) (1,345.2) Other income / (expense) Operating margin (93.4) (110.8) (65.5) Plus: Depreciation and amortization EBITDA (2) 4.0 (23.1) EBITDA as a percentage of revenues 0.7% (4.3)% 8.9% Net loss (118.8) (135.8) (113.7) Cash flow (used in) / generated by operating activities (16.3) (56.7) 78.2 Cash flow used in investing activities (50.3) (67.0) (144.9) Free cash flow used (2) (66.6) (123.7) (66.7) Cash flow generated by financing activities Cash and cash equivalents, end of period (1) (2) Comparative figures for the prior-year period include restatements related to the application of IFRIC 21 "Levies", see note "New Interpretation and Amendments Adopted by the EU and Applied by the Group" of the Group's interim condensed consolidated financial statements. EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) and Free cash flow (cash generated by operating activities less cash used in investing activities) are not measures of financial performance defined under IFRS, and should not be viewed as substitutes for operating margin, net profit / (loss) or operating cash flows in evaluating the Group's financial results. However, management believes that EBITDA and Free cash flow are useful tools for evaluating the Group's performance. Key Operating Statistics First Half Fiscal Year 2014 Theme parks attendance (in millions) (3) Average spending per guest (in ) (4) Hotel occupancy rate (5) 77.1% 72.3% 75.4% Average spending per room (in ) (6) (3) Theme parks attendance is recorded on a "first click" basis, meaning that a person visiting both parks in a single day is counted as only one visitor. (4) Average daily admission price and spending on food, beverage and merchandise and other services sold in the theme parks, excluding value added tax. (5) Average daily rooms occupied as a percentage of total room inventory (total room inventory is approximately 5,800 rooms). (6) Average daily room price and spending on food, beverage and merchandise and other services sold in hotels, excluding value added tax. 5

6 INTERIM MANAGEMENT REPORT CONSOLIDATED STATEMENTS OF INCOME First Half ( in millions, unaudited) (1) Variance Amount % Revenues % Costs and expenses (709.6) (644.1) (65.5) 10.2% Other income / (expense) n/a Operating margin (93.4) (110.8) 17.4 (15.7)% Net financial charges (25.6) (25.0) (0.6) 2.4% Gain from equity investments n/a Loss before taxes (118.8) (135.8) 17.0 (12.5)% Income taxes n/a Net loss (118.8) (135.8) 17.0 (12.5)% Net loss attributable to: Owners of the parent (97.8) (111.5) 13.7 (12.3)% Non-controlling interests (21.0) (24.3) 3.3 (13.6)% (1) Comparative figures for the prior-year period include restatements related to the application of IFRIC 21 "Levies", see note "New Interpretation and Amendments Adopted by the EU and Applied by the Group" of the Group's interim condensed consolidated financial statements. n/a: not applicable DISCUSSION OF COMPONENTS OF OPERATING RESULTS Seasonality The Group's business is subject to the effects of seasonality and the annual results are significantly dependent on the second half of the fiscal year, or April 1 to September 30, which traditionally includes the high season at Disneyland Paris. Consequently, the operating results for the First Half are not necessarily indicative of results to be expected for the full fiscal year Revenues by Operating Segment First Half Variance ( in millions, unaudited) Amount % Theme parks % Hotels and Disney Village % Other (0.9) (5.0)% Resort operating segment % Real estate development operating segment (1.9) n/m Total revenues % n/m: not meaningful Resort operating segment revenues increased 11% to million from million in the prior-year period. Theme parks revenues increased 14% to million from million in the prior-year period due to an 8% increase in average spending per guest to and a 6% increase in attendance to 6.7 million. The increase in average spending per guest was due to higher spending on admissions, food and beverage and merchandise. The increase in attendance was due to more guests visiting from the United Kingdom, France and Spain. 6

7 INTERIM MANAGEMENT REPORT Hotels and Disney Village revenues increased 9% to million from million in the prior-year period, resulting from a 4.8 percentage point increase in hotel occupancy to 77.1%, a 9% increase in Disney Village revenues and a 2% increase in average spending per room to The increase in hotel occupancy resulted from 50,000 additional room nights sold compared to the prior-year period, due to more guests staying at the Group's hotels from the United Kingdom, France and Spain, partly offset by lower guests from the Netherlands. The increase in average spending per room was due to higher spending on food and beverage and higher daily room rates, partly offset by lower spending on merchandise. Real estate development operating segment revenues decreased by 1.9 million to 0.6 million, from 2.5 million in the prior-year period. This decrease was due to lower land sale activity than in the prior-year period. Given the nature of the Group's real estate development activity, the number and size of transactions vary from one year to the next. Costs and Expenses First Half ( in millions, unaudited) (1) Variance Amount % Direct operating costs (2) % Marketing and sales expenses % General and administrative expenses % Costs and expenses % (1) (2) Comparative figures for the prior-year period include restatements related to the application of IFRIC 21 "Levies", see note "New Interpretation and Amendments Adopted by the EU and Applied by the Group" of the Group's interim condensed consolidated financial statements. Direct operating costs primarily include wages and benefits for employees in operational roles, depreciation and amortization related to operations, cost of sales, royalties and management fees. For the First Half and the corresponding prior-year period, royalties and management fees were 35.6 million and 31.1 million, respectively. Direct operating costs increased 10% compared to the prior-year period mainly due to costs associated with higher resort volumes as well as costs related to the enhancement of the guest experience, including depreciation of new assets, labor costs related to new attraction based on the Disney Pixar movie Ratatouille, entertainment offerings and higher staffing levels. Marketing and sales expenses increased 14% compared to the prior-year period mainly due to incremental media campaigns in certain markets and for new products. General and administrative expenses increased 8% compared to the prior-year period reflecting labor rate inflation and new positions for social programs in line with regulatory obligations and agreements as well as technology initiatives. Other Income / (Expense) During the First Half, the Group received from The Walt Disney Company (France) S.A.S. a 24.5 million fee for the termination, before the contractual term, of a lease agreement related to office space located in the Walt Disney Studios Park. 7

8 INTERIM MANAGEMENT REPORT NET FINANCIAL CHARGES First Half Variance ( in millions, unaudited) Amount % Financial income n/m Financial expense (26.2) (25.3) (0.9) 3.6% Net financial charges (25.6) (25.0) (0.6) 2.4% n/m: not meaningful Net financial charges increased 2% compared to the prior-year period primarily due to a lower amount of capitalized interest expense as well as certain one-time costs related to the Recapitalization Plan, partially offset by lower interest expense on borrowings that were reduced as a direct result of the Recapitalization Plan. NET LOSS For the First Half, the net loss of the Group amounted to million compared to million for the prior-year period. DEBT The changes in the Group's borrowings during the First Half are detailed below: First Half (unaudited) ( in millions) September 30, 2014 Increase Debt conversion Repayment of lines of credit March 31, 2015 (unaudited) Long-term loans 1, (238.6) Consolidated promissory note - Disney Enterprises Inc (268.7) - - Consolidated promissory note - Euro Disney S.A.S (92.7) - - Standby revolving credit facility of 100 million (100.0) - Standby revolving credit facility of 250 million (150.0) - Loan from TWDC to Centre de Congrès Newport S.N.C Sub-total TWDC debt 1, (600.0) (250.0) Financial lease Total borrowings 1, (600.0) (250.0) The Group's principal indebtedness decreased by million to million as of March 31, 2015 compared to 1,747.7 million as of September 30, The decrease was mainly due to the conversion of million of TWDC debt into equity and the repayment of amounts drawn under the standby revolving credit facilities for million as part of the Recapitalization Plan. This repayment included a million drawdown during the first quarter of fiscal year For a full description of borrowings, please refer to note 8. "Borrowings" of the Group's interim condensed consolidated financial statements. 8

9 INTERIM MANAGEMENT REPORT CASH FLOWS Cash and cash equivalents as of March 31, 2015 were million, up million compared with September 30, 2014 and up million compared with March 31, These variances resulted from: First Half ( in millions, unaudited) Variance Cash flow used in operating activities (16.3) (56.7) 40.4 Cash flow used in investing activities (50.3) (67.0) 16.7 Free cash flow used (66.6) (123.7) 57.1 Cash flow generated by financing activities Change in cash and cash equivalents (23.9) Cash and cash equivalents, beginning of period (28.7) Cash and cash equivalents, end of period Free cash flow used for the First Half was 66.6 million compared to million used in the prior-year period. Cash flow used in operating activities for the First Half totaled 16.3 million compared to 56.7 million used in the prior-year period. This improvement resulted from cash proceeds from a one-time gain related to the early termination of a lease (see section "Other Income / (Expense)" above for more information) as well as lower working capital requirements. Cash flow used in investing activities for the First Half totaled 50.3 million compared to 67.0 million used in the prior-year period. This decrease was mainly due to the repayment of cash advances received from entities in charge of the Villages Nature project. Cash flow generated by financing activities totaled million for the First Half compared to 99.8 million generated in the prior-year period. During the First Half, before the implementation of the Recapitalization Plan, the Group drew million from a standby revolving credit facility of million. The same amount was drawn in the prior-year period. As part of the Recapitalization Plan, the Group received million of cash following the capital increases of the Company and of EDA. This amount was partly offset by million repayments on standby revolving credit facilities 1 previously granted by TWDC. 1 For more details on the standby revolving credit facilities, please refer to note "Standby Revolving Credit Facilities" of the Group's 2014 consolidated financial statements, included in the Group's 2014 Reference Document. 9

10 INTERIM MANAGEMENT REPORT RELATED-PARTY TRANSACTIONS The Group entered into certain transactions with TWDC and its subsidiaries. The significant transactions related to a license for the use of TWDC intellectual property rights, management arrangements, technical and administrative agreements for services provided by TWDC and its subsidiaries. TWDC also provided the Group with borrowings and standby revolving credit facilities. During the First Half, the Group also received a 24.5 million fee for the termination, before the contractual term, of a lease agreement with The Walt Disney Company (France) S.A.S. related to office space located in the Walt Disney Studios Park. In addition, as part of the implementation of the Recapitalization Plan, the following transactions with TWDC were performed during the First Half: cash infusion of million made by TWDC through capital increases of the Company and of EDA; conversion of million of debt into equity; repayment of million drawn under the standby revolving credit facilities granted previously by TWDC and replaced by a single million revolving credit facility. For a description of the Recapitalization Plan and the related-party activity for the First Half, please refer to notes 1.3. "Recapitalization Plan" and 13. "Related-Party Transactions" of the Group's interim condensed consolidated financial statements. UPDATE ON RECENT AND UPCOMING EVENTS Mandatory Tender Offer As a result of the Company's capital increases, EDL Holding Company, LLC, Euro Disney Investments S.A.S. and EDL Corporation S.A.S. reported that their interests in the Company crossed certain thresholds. As a result, they were required to launch a mandatory tender offer on the Company's shares that they did not own (the "Mandatory Tender Offer"). The French Autorité des marchés financiers (the "AMF") issued its clearance decision (décision de conformité) on this Mandatory Tender Offer on March 31, The Company was informed that an appeal against the clearance decision has been filed on April 9, 2015 with the Court of Appeal of Paris (Cour d appel de Paris). In its notice no. 215C0446 dated April 14, 2015, the AMF has indicated that, pending the decision of the Court of Appeal of Paris, the Mandatory Tender Offer has been extended and new information will be published on a modified schedule. For more details on the Mandatory Tender Offer, please refer to the press release and the other documents which are available on the Group's website ( Disneyland Paris continues "Swing into Spring" celebrations for spring 2015 Until May 31, 2015, Disneyland Paris celebrates the spring season highlighting nature and the awakening of the season. Disneyland Park has been transformed into a floral garden with brand new musical performances to give our guests the ultimate springtime experience. 10

11 INTERIM MANAGEMENT REPORT Frozen returns in 2015, creating the coolest summer Starting June 1, Disneyland Paris will celebrate a "Frozen Summer Fun" with a brand new show, an icethemed musical production combining singing and dancing with guest participation. The famous sisters, Anna and Elsa, along with their faithful companions, Kristoff and Olaf the funny snowman, will take to the stage to bring the show to life and expand the unique experience of Frozen live. The Jedi Training Academy opens at Disneyland Paris This summer, the Jedi Training Academy will open its doors at Disneyland Paris to aspiring Padawans aged 7 to 12 to learn to use the Force from a true Jedi Master. Kids visiting Disneyland Paris will meet the heroes of the epic saga through a unique and interactive experience that the whole family can enjoy. The adventure will begin on July 11. RISK FACTORS The main risks 1 and uncertainties related to the Group are described in the Group's 2014 Reference Document 2 and primarily relate to those inherent to theme park activities, which includes being subject to the potential effects of general economic conditions, and the Group's high level of borrowings. During the First Half, the Group launched the Recapitalization Plan and recorded all its financial impacts on the Group's equity and borrowings. The Company's and EDA's capital increases and the reduction of the Group's indebtedness were completed, which removed the risks related to these transactions. The timeline of the Mandatory Tender Offer, as part of the Recapitalization Plan, has been extended from the initial one as aforementioned in section "Update on Recent and Upcoming events". The implementation schedule of the anti-dilutive mechanism, as part of the Recapitalization Plan as well, under which the eligible Company's shareholders will have the opportunity to acquire a portion of the Company's shares 3, will be modified accordingly. For more information please refer to notes "Mandatory Tender Offer" and "Anti- Dilution Protection Mechanism Right to Acquire Company's Shares" of the Group's interim condensed consolidated financial statements. 1 Please refer to "Insurance and risk factors" under section B.2. "Group and Parent Company Management Report" of the Group's 2014 Reference Document. 2 The Group's 2014 Reference Document was registered with the Autorité des marchés financiers ("AMF") on December 17, 2014, under the number D (the "2014 Reference Document") and is available on both the Company's website ( and the AMF website ( 3 Please refer to the prospectus n registered on January 14, 2015 and available on both the Company's website ( and the AMF website ( 11

12 INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 12

13 INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The interim condensed consolidated financial statements are presented in accordance with IAS 34. CONSOLIDATED STATEMENTS OF FINANCIAL POSITION...14 CONSOLIDATED STATEMENTS OF INCOME...15 CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME...15 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY...16 CONSOLIDATED STATEMENTS OF CASH FLOWS...17 SUPPLEMENTAL CASH FLOW INFORMATION...17 ACCOMPANYING NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DESCRIPTION OF THE GROUP AND ITS RECAPITALIZATION PLAN BASIS OF PREPARATION SEASONALITY PROPERTY, PLANT AND EQUIPMENT CASH AND CASH EQUIVALENTS EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT NON-CONTROLLING INTERESTS BORROWINGS TRADE AND OTHER PAYABLES SEGMENT INFORMATION COSTS AND EXPENSES NET FINANCIAL CHARGES RELATED-PARTY TRANSACTIONS

14 INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED STATEMENTS OF FINANCIAL POSITION ( in millions) Note March 31, 2015 September 30, 2014 (1) (unaudited) Non-current assets Property, plant and equipment, net 4 1, ,775.7 Investment property Intangible assets Restricted cash Other , ,907.8 Current assets Inventories Trade and other receivables Cash and cash equivalents Other Total assets 2, ,159.5 Equity attributable to owners of the parent Share capital Share premium 6.1 1, ,627.3 Accumulated deficit (1,913.9) (1,816.4) Other (22.8) (18.7) Total equity attributable to owners of the parent (168.8) Non-controlling interests (31.7) Total equity (200.5) Non-current liabilities Borrowings ,716.3 Deferred income Provisions Other , ,813.6 Current liabilities Trade and other payables Borrowings Deferred income Other Total liabilities 1, ,360.0 Total equity and liabilities 2, ,159.5 (1) Comparative figures for the prior-year period include restatements related to the application of IFRIC 21 "Levies", see note "New Interpretation and Amendments Adopted by the EU and Applied by the Group". The accompanying notes are an integral part of these interim condensed consolidated financial statements. 14

15 INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED STATEMENTS OF INCOME Six Months Ended March 31, ( in millions except per share data) Note (1) (unaudited) The Year Ended September 30, 2014 (1) Revenues ,279.7 Direct operating costs 11.1 (584.6) (531.7) (1,110.4) Marketing and sales expenses 11.2 (71.4) (62.8) (133.2) General and administrative expenses 11.3 (53.6) (49.6) (101.6) Costs and expenses (709.6) (644.1) (1,345.2) Other income / (expense) Operating margin (93.4) (110.8) (65.5) Financial income Financial expense 12 (26.2) (25.3) (51.2) Gain from equity investments Loss before taxes (118.8) (135.8) (113.7) Income taxes Net loss (118.8) (135.8) (113.7) Net loss attributable to: Owners of the parent (97.8) (111.5) (93.5) Non-controlling interests (21.0) (24.3) (20.2) Average number of outstanding shares (in thousands) 202,363 38,824 38,805 Basic and diluted loss per share (in euro) (0.48) (2.87) (2.41) (1) Comparative figures for the prior-year period include restatements related to the application of IFRIC 21 "Levies", see note "New Interpretation and Amendments Adopted by the EU and Applied by the Group". CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME Six Months Ended March 31, ( in millions) Note (1) (unaudited) The Year Ended September 30, 2014 (1) Net loss (118.8) (135.8) (113.7) Items that will not be reclassified to profit or loss Pensions - actuarial losses 6.3 (8.8) - (2.1) Net loss on sales of treasury shares (0.1) (0.1) (0.2) Income taxes (8.9) (0.1) (2.3) Items that may be reclassified to profit or loss Forward currency contracts 3.7 (1.4) (2.7) Income taxes (1.4) (2.7) Other comprehensive loss (5.2) (1.5) (5.0) Total comprehensive loss (124.0) (137.3) (118.7) Attributable to: Owners of the parent (102.1) (112.7) (97.6) Non-controlling interests (21.9) (24.6) (21.1) The accompanying notes are an integral part of these interim condensed consolidated financial statements. 15

16 INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY ( in millions, unaudited) Note Share capital Attributable to owners of the parent Share premium Accumulated deficit Other Total Noncontrolling interests As of September 30, 2013 (1) ,627.3 (1,723.2) (14.2) (71.1) (10.6) (81.7) Total equity Total comprehensive loss for the first half ended March 31, (111.5) (1.2) (112.7) (24.6) (137.3) Net changes to treasury shares held Other transactions with shareholders (0.4) As of March 31, 2014 (1) ,627.3 (1,834.3) (15.8) (183.8) (35.2) (219.0) Total comprehensive income for the second half ended September 30, (2.9) Net changes to treasury shares held (0.1) (0.1) - (0.1) Other transactions with shareholders - - (0.1) As of September 30, 2014 (1) ,627.3 (1,816.4) (18.7) (168.8) (31.7) (200.5) Proceeds from the Company's Capital Increases (2) and EDA's capital increase, net of costs related to these operations 6 and ,014.7 Total comprehensive loss for the first half ended March 31, (97.8) (4.3) (102.1) (21.9) (124.0) Net changes to treasury shares held Other transactions with shareholders (0.3) As of March 31, ,717.6 (1,913.9) (22.8) (1) (2) Comparative figures for the prior-year period include restatements related to the application of IFRIC 21 "Levies", see note "New Interpretation and Amendments Adopted by the EU and Applied by the Group". For the definition of the "Company's Capital Increases" please refer to note 1.3. "Recapitalization Plan". The accompanying notes are an integral part of these interim condensed consolidated financial statements. 16

17 INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended March 31, ( in millions) Note (1) (unaudited) The Year Ended September 30, 2014 (1) Net loss (118.8) (135.8) (113.7) Items not requiring cash outlays or with no impact on working capital: - Depreciation and amortization Net increase in valuation and reserve allowances Impact of the Recapitalization Plan on net loss Other 1.4 (0.3) (1.8) Net change in working capital account balances: - Change in receivables, deferred income and other assets (21.6) - Change in inventories (2.6) (0.5) (2.9) - Change in payables, prepaid expenses and other liabilities (45.0) (47.5) 30.5 Cash flow (used in) / generated by operating activities (16.3) (56.7) 78.2 Capital expenditures for tangible and intangible assets (62.9) (64.6) (139.8) Equity investments 12.6 (2.4) (5.1) Cash flow used in investing activities (50.3) (67.0) (144.9) Cash proceeds from TWDC standby revolving credit facility of 250 million (2) Gross cash proceeds from the Recapitalization Plan Repayment of borrowings (3) 8.2 (250.0) (0.1) (61.7) Payment of costs incurred for the Recapitalization Plan (2.6) - - Net sales / (purchases) of treasury shares 0.5 (0.1) (0.3) Cash flow generated by financing activities (4) Change in cash and cash equivalents (23.9) (28.7) Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period (1) (2) (3) (4) Comparative figures for the prior-year period include restatements related to the application of IFRIC 21 "Levies", see note "New Interpretation and Amendments Adopted by the EU and Applied by the Group". Amounts drawn during the first quarter of Fiscal Year 2015, before the implementation of the Recapitalization Plan. Including repayments of TWDC standby revolving credit facilities for an amount of million during the First Half and 50.0 million during Fiscal Year Including the sales of preferential subscription rights linked to treasury shares during the Rights Offering (please refer to note 1.3. "Recapitalization Plan" for a definition of "Rights Offering"). For more information, please refer to the Cash Flows section of the Group's Interim Management Report. SUPPLEMENTAL CASH FLOW INFORMATION Six Months Ended March 31, ( in millions) Supplemental cash flow information: (unaudited) The Year Ended September 30, 2014 Interest paid The accompanying notes are an integral part of these interim condensed consolidated financial statements. 17

18 ACCOMPANYING NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ACCOMPANYING NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. DESCRIPTION OF THE GROUP AND ITS RECAPITALIZATION PLAN 1.1 DESCRIPTION OF THE GROUP Euro Disney S.C.A. (the "Company") and its owned and controlled subsidiaries (collectively, the "Group" 1 ) commenced operations with the official opening of Disneyland Paris (the "Resort") on April 12, The Group operates the Resort, which includes two theme parks (collectively, the "Theme Parks"), the Disneyland Park and the Walt Disney Studios Park (which opened to the public on March 16, 2002), seven themed hotels (the "Hotels"), two convention centers, the Disney Village entertainment center and Golf Disneyland (the "Golf Courses"). In addition, the Group manages the real estate development and expansion of the property and related infrastructure near the Resort. The Company, a publicly held French company and traded on Euronext Paris, is managed by Euro Disney S.A.S. (the "Gérant"), an indirect wholly-owned subsidiary of The Walt Disney Company ("TWDC"). The General Partner is EDL Participations S.A.S., also an indirect wholly-owned subsidiary of TWDC. The Company owns 82% of Euro Disney Associés S.C.A. ("EDA"), which is the primary operating company of the Resort. Euro Disney Investments S.A.S. ("EDI") and EDL Corporation S.A.S. ("EDLC"), two other indirect wholly-owned subsidiaries of TWDC, equally own the remaining 18% of EDA. The Company's fiscal year begins on October 1 of a given year and ends on September 30 of the following year (the "Fiscal Year"). For the purposes of these interim condensed consolidated financial statements, the first half (the "First Half ") is the six-month period that ends on March 31, DISNEYLAND PARIS FINANCING The Legally Controlled Group owns the Theme Parks, the Hotels including a convention center located in Disney's Hotel New York, the Golf Courses, the Disney Village entertainment center and the underlying land thereof. In addition, various agreements were signed in 1996 for the development and financing of a second convention center located adjacent to Disney's Newport Bay Club hotel (the "Newport Bay Club Convention Center"). EDL Hôtels S.C.A. ("EDLH") leases the Newport Bay Club Convention Center from Centre de Congrès Newport S.N.C., a special purpose company that was established for the financing of the Newport Bay Club Convention Center, and also an indirect, wholly-owned subsidiary of TWDC. The Legally Controlled Group has no ownership interest in Centre de Congrès Newport S.N.C., which is however fully consolidated in accordance with IFRS 2 10 "Consolidated Financial Statements". This lease will terminate in September 2017, at which point EDLH will have the option to acquire the Newport Bay Club Convention Center for a nominal amount. 1 2 The Group also includes Centre de Congrès Newport S.N.C., a consolidated special purpose financing company (the "Financing Company"). For more information, refer hereafter to "Disneyland Paris Financing". Hereafter, references to the "Legally Controlled Group" correspond to the Group, excluding the Financing Company. The term "IFRS" refers collectively to International Accounting Standards ("IAS"), International Financial Reporting Standards ("IFRS"), Standing Interpretations Committee ("SIC") and International Financial Reporting Interpretations Committee ("IFRIC") interpretations issued by the International Accounting Standard Board ("IASB"). 18

19 ACCOMPANYING NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1.3 RECAPITALIZATION PLAN During the First Half, the Group implemented the recapitalization and debt reduction plan announced on October 6, 2014, backed by The Walt Disney Company ("TWDC"), which amounted to approximately 1 billion (the "Recapitalization Plan"). The Recapitalization Plan aimed at improving the Group's financial position and enabling it to continue investing in Disneyland Paris so as to improve the guest experience. The main elements of this Recapitalization Plan are as follows: - cash infusion of million, through capital increases of the Company and EDA; - conversion of million of debt owed to indirect subsidiaries of TWDC into equity through capital increases of the Company and of EDA (this conversion was performed at the debt's nominal value); - deferral of all amortization payments of loans granted by indirect subsidiaries of TWDC until a revised maturity date in December 2024 (previously 2028); and - repayment of million drawn under the standby revolving credit facilities previously granted by TWDC maturing in 2015, 2017 and 2018, replaced by a single million revolving credit facility maturing in December 2023 (the "New Revolving Credit Facility") Capital Increases of the Company and of EDA In this context, the Company announced on February 20, 2015, the final completion of its million capital increase with shareholders' preferential subscription rights maintained (the "Rights Offering") and of its million capital increases without preferential subscription rights, reserved for EDI and EDLC (the "Reserved Capital Increases" together with the Rights Offering are defined as the "Company's Capital Increases"). Immediately following completion of the Company's Capital Increases, EDA has implemented a capital increase of 1 billion through an increase in the nominal value of its shares, whereby the existing shareholders of EDA (i.e., the Company, EDI and EDLC) subscribed, pro-rata to their respective shareholding in EDA. Following completion of the Company's Capital Increases, EDL Holding Company, LLC ("EDL Holding"), EDI and EDLC, indirect wholly-owned subsidiaries of TWDC, owned 566,675,030 Company's shares, representing 72.34% of the Company's share capital and voting rights. 19

20 ACCOMPANYING NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Mandatory Tender Offer Following completion of the Company's Capital Increases, pursuant to legal and regulatory provisions, EDL Holding, EDI and EDLC acting in concert, as a consequence of the increase of their shareholding in the Company's share capital, were required to initiate on the settlement and delivery date a tender offer on all of the Company's shares they do not already own as of that date (the "Mandatory Tender Offer"). The French Autorité des marchés financiers (the "AMF") issued its clearance decision on this Mandatory Tender Offer on March 31, The Company was informed that an appeal against the clearance decision has been filed on April 9, 2015 with the Court of Appeal of Paris (Cour d'appel de Paris). In its notice no. 215C0446 dated April 14, 2015, the AMF has indicated that, pending the decision of the Court of Appeal of Paris, the Mandatory Tender Offer has been extended and new information will be published on a modified schedule Anti-Dilution Protection Mechanism Right to Acquire Company's Shares Following completion of the Mandatory Tender Offer, and in order to give the Company's shareholders the possibility of not being diluted as a result of the Reserved Capital Increases, EDI and EDLC will offer, subject to specific conditions, to individuals or legal entities (other than EDL Holding, EDI and EDLC) that have the status of Company's shareholder at certain defined dates, the opportunity to acquire a portion of the shares subscribed by EDI and EDLC within the framework of the Reserved Capital Increases (the "Right to Acquire Company's Shares"). The anti-dilution protection mechanism will have no impact on the amount of the Group's equity or borrowings. However, it will modify the distribution of the Company's capital. For more information on the different steps of the Recapitalization Plan, please refer to the press releases and other related documents which are available on the Group's website ( For a full description of the impacts of the Recapitalization Plan on the Group's equity and the borrowings for the First Half, please refer to notes 6. "Equity Attributable to Owners of the Parent", 7. "Non-Controlling Interests" and 8. "Borrowings". 1.4 KEY FINANCIAL HIGHLIGHTS OF SIGNIFICANT SUBSIDIARIES OF THE GROUP The following table sets forth the key financial highlights and operating activities of the Company's significant subsidiaries as of March 31, 2015: ( in millions and in accordance with French accounting principles, unaudited) Revenues Net (loss) / income Shareholders' equity EDA (83.1) 1,062.7 EDLH (31.1) 23.2 Euro Disney Vacances S.A.S (2.3) (2.0) Activity Operator of the Theme Parks, the Disneyland Hotel, Disney's Davy Crockett Ranch and the Golf Courses and manager of the Group's real estate development Operator of five of the seven themed hotels of the Group and the Disney Village Tour operator selling mainly Disneyland Paris holiday packages Val d'europe Promotion S.A.S Real estate developer 20

21 ACCOMPANYING NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 2. BASIS OF PREPARATION The interim condensed consolidated financial statements of the Group (including the notes thereto) for the First Half have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" ("IAS 34"). In accordance with IAS 34, the accompanying notes relate only to significant events for the First Half and should be read in conjunction with the consolidated financial statements for Fiscal Year 2014, which have been prepared in accordance with IFRS, as adopted by the European Union ("EU"). The Group's consolidated financial statements for Fiscal Year 2014 and the related statutory auditors' report are presented in the Group's reference document registered with the AMF on December 17, 2014, under the number D (the "2014 Reference Document") and available on both the Company's website ( and the AMF website ( 2.1 SIGNIFICANT ACCOUNTING POLICIES The accounting policies applied in preparing these interim condensed consolidated financial statements are the same as those applied as of September 30, 2014 except for the adoption of new interpretation and amendments as detailed in the following section. 2.2 NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS New Interpretation and Amendments Adopted by the EU and Applied by the Group During Fiscal Year 2014, IFRIC 21 "Levies" ("IFRIC 21") was adopted by the EU. IFRIC 21 applies to all levies other than outflows that are within the scope of other standards (e.g., IAS 12 "Income Taxes") and fines or other penalties for breaches of legislation. It clarifies that an entity recognizes a liability for a levy when the activity that triggers payment, as identified by the relevant legislation, occurs. IFRIC 21 applies for annual periods beginning on or after January 1, Therefore, it has been applied by the Group for the first time during the First Half with a retrospective application. This modification in accounting policy changed the timing of recognition for certain levies; notably, a higher amount of levies was recognized during the first half of a given Fiscal Year compared with the amount recognized before the application of this interpretation. The restatement of comparative periods had a limited impact on the consolidated statements of income for a given full Fiscal Year. 21

22 ACCOMPANYING NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The impacts of the application of IFRIC 21 on the consolidated statements of income and the consolidated statements of financial position are presented below for comparative periods: Six Months Ended March 31, 2014 Fiscal Year 2014 IFRIC 21 IFRIC 21 ( in millions) Published Restatements Restated Published Restatements Restated (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Data related to the consolidated statements of income: Costs and expenses (634.5) (9.6) (644.1) (1,345.1) (0.1) (1,345.2) Net loss (126.2) (9.6) (135.8) (113.6) (0.1) (113.7) Data related to the consolidated statements of financial position: Other current assets 18.0 (1.0) (0.7) 24.4 Total equity (207.4) (11.6) (219.0) (198.4) (2.1) (200.5) Trade and other payables In addition, the following amendments and improvements have been adopted by the EU during the First Half: - Amendments to IAS 19 "Employee Benefits": These amendments require an entity to recognize contributions from employees or third parties to defined benefit plans that are independent of the number of years of employee service as a reduction in the service cost in the period in which the related service is provided. The Group does not propose employees to contribute in a defined benefit plan and there are no third parties contributing to employee's defined benefit plans. Therefore, these amendments are not applicable to the Group. - Improvements to IFRS ( cycle and cycle): Improvements to IFRS consist of a collection of amendments to various existing standards resulting in accounting changes for presentation, recognition, measurement purposes and terminology changes. The impacts of these amendments have been analyzed by the Group and they require no change to the Group's financial statements. 22

23 ACCOMPANYING NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS New Standards, Amendments and Improvements Issued by the IASB and not yet Applied by the Group The following standard, amendments and improvements have not yet been adopted by the EU as of March 31, 2015, and as such are not yet applicable to the Group. The practical implications of applying the following standard, amendments and interpretation and their effects on the Group's financial statements have been analyzed or are under analysis. They are expected not to have a material impact to the Group: - Amendments to IAS 1 "Disclosure Initiative". - Amendments to IAS 16 and IAS 38 "Clarification of Acceptable Methods of Depreciation and Amortization". - Amendments to IAS 16 and IAS 41 "Agriculture Bearer Plants". - Amendments to IAS 27 "Equity Method in Separate Financial Statements". - Amendments to IFRS 10, IFRS 12 and IAS 28 "Investment Entities: Applying the Consolidation Exception". - IFRS 14 "Regulatory Deferral Accounts". - Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets between an Investor and its Associate or Joint Venture". - Amendments to IFRS 11 "Accounting for Acquisitions of Interests in Joint Operations". - Improvements to IFRS ( Cycle). In addition, the IASB issued IFRS 9 "Financial Instruments" ("IFRS 9"), IFRS 9 "Hedge Accounting" and amendments to IFRS 9, IFRS 7 and IAS 39 during Fiscal Year This standard and amendments were issued as part of a multi-phase project to replace IAS 39 "Financial Instruments". IFRS 9 is applicable for annual periods beginning on or after January 1, 2018 (i.e. Fiscal Year 2019 for the Group), subject to adoption by the EU. The analysis of this standard and its impacts on the Group's consolidated financial statements is currently in progress. During Fiscal Year 2014, the IASB also issued IFRS 15 "Revenue from Contracts with Customers" ("IFRS 15") which defines principles of revenue recognition and develops a common revenue standard for IFRS and US GAAP. IFRS 15 is applicable for annual periods beginning on or after January 1, 2017, (i.e. Fiscal Year 2018 for the Group). The analysis of this standard and its impacts on the Group's financial statements is currently in progress. 3. SEASONALITY The Group's business is subject to the effects of seasonality and the annual results are significantly dependent on the second half of the Fiscal Year, or April 1 to September 30, which traditionally includes the high season at Disneyland Paris. Consequently, the operating results for the First Half are not necessarily indicative of results to be expected for the full Fiscal Year

24 ACCOMPANYING NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 4. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment asset activity for Fiscal Year 2014 and the First Half is presented below: ( in millions) Gross book value of which: September 30, 2013 Additions Fiscal Year 2014 Deductions Transfers September 30, 2014 Additions First Half (unaudited) Deductions Transfers March 31, 2015 (unaudited) Lands and infrastructure (2.9) (0.1) Buildings and attractions 3, (15.3) , (5.9) ,496.5 Furniture, fixtures and equipment (10.4) (2.4) Construction in progress (241.2) (2.0) (40.2) 72.2 Accumulated depreciation of which: 4, (28.6) (19.8) 4, (10.4) (1.1) 5,035.7 Lands and infrastructure (348.3) (16.6) (362.0) (7.7) (369.6) Buildings and attractions (2,074.8) (126.8) (2,186.3) (69.4) (2,249.8) Furniture, fixtures and equipment (656.6) (27.9) (674.1) (16.6) (688.3) (3,079.7) (171.3) (3,222.4) (93.7) (3,307.7) Total net book value 1,812.3 (16.8) - (19.8) (1) 1,775.7 (44.6) (2.0) (1.1) (2) 1,728.0 (1) (2) Transfers to Intangible assets for 17.4 million and to Investment Property for 2.4 million. Transfers to Intangible assets for 1.1 million. Gross book value of property, plant and equipment assets amounted to 5,035.7 million as of March 31, 2015 and 4,998.1 million as of September 30, Construction in progress amounted to 72.2 million as of March 31, 2015 compared to 65.5 million as of September 30, As of March 31, 2015, the Group has also committed to future investments related to the development of the Resort and improvement of existing assets for an amount of million. 5. CASH AND CASH EQUIVALENTS Cash and cash equivalents as of March 31, 2015 and September 30, 2014 are presented below: ( in millions) March 31, 2015 September 30, 2014 (unaudited) Cash Cash equivalents Cash and cash equivalents

25 ACCOMPANYING NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 6. EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT 6.1 SHARE CAPITAL AND PREMIUM Equity attributable to owners of the parent increased to million as of March 31, 2015 from a negative amount of million as of September 30, 2014, reflecting the impacts of the Recapitalization Plan, partially offset by the net loss for the First Half. Under the terms of the Recapitalization Plan, on February 20, 2015, the final completion of the Company's Capital Increases resulted in the issuance of 744,388,410 new ordinary shares, of which 350,788,410 shares are related to the Rights Offering at a nominal value of 1.00 and 393,600,000 shares are related to the Reserved Capital Increases at a price of 1.25 per share, including a nominal value of 1.00 and an issuance premium of 0.25 per share. The impacts of the Recapitalization Plan on share capital and premium for the First Half are as follows: As of September 30, Reserved Capital Costs of the Company's As of March 31, 2014 Rights Offering Increases Capital Increases 2015 (unaudited) (unaudited) (unaudited) (unaudited) Number of shares 38,976, ,788, ,600, ,364,900 Share capital (in ) 38,976, ,788, ,600, ,364,900 Share premium (in ) 1,627,331,552-98,400,000 (8,165,420) 1,717,566, LIQUIDITY CONTRACT In accordance with the authorizations granted to the Gérant by the shareholders of the Company during the annual general meetings, the Gérant carried out a share buyback program through Oddo Corporate Finance, an independent investment services provider acting under a liquidity contract. The current share buyback program term has been extended from August 12, 2015 to July 13, For additional information, see the notice on the share buyback program, as well as the press releases on the liquidity contract, which are available on the Company's website ( In the context of the Recapitalization Plan, the liquidity contract has been temporarily suspended. In addition, the preferential subscription rights linked to treasury shares were sold in January 2015 during the Rights Offering. As of March 31, 2015, the Company owns 215,000 treasury shares acquired through its liquidity contract. Their acquisition cost amounted to 0.3 million and they are recorded in Equity attributable to owners of the parent as a reduction of Other equity. As of March 31, 2015, the Company also has 0.3 million in cash allotted to the liquidity account. 25