2013 REFERENCE DOCUMENT 2013 REFERENCE DOCUMENT EURO DISNEY S.C.A. http://corporate.disneylandparis.com 624122-1-007_cover.indd 1 1/14/14 7:34 PM Certifié PEFC Ce produit est issu de forêts gérées durablement et de sources contrôlées. 10-31-1144 pefc-france.org © Disney, Euro Disney S.C.A. société en commandite par actions, with a registered capital of 38,976,490 euros 334 173 887 RCS MEAUX Registered offi ce: 1, rue de la Galmy, 77700 Chessy, France 624122-1-007_cover.indd 2 1/14/14 7:34 PM French limited partnership with a share capital of €38,976,490 Registered office: 1 rue de la Galmy, 77700 Chessy, France R.C.S.: 334 173 887 Meaux. REFERENCE DOCUMENT Pursuant to Article 212-13 of the Règlement général of the Autorité des marchés financiers (“AMF”), the present Reference Document was filed with the AMF on January 16, 2014. This document has been prepared by the issuer and under the responsibility of its signatories. This document cannot be used for a financial operation unless it is completed by a note d’opération approved by the AMF. Table of ConTenT A. GENERAL OVERVIEW OF THE GROUP 3 A.1. Description of the Group’s Activities AnD StrAteGy 4 A.1.1. Operational Organization of the Group 4 A.1.2. Geographical Situation of the Resort 11 A.1.3. Strategy of the Group 12 A.2. corporAte OrganizAtion of the Group 16 A.3. history AnD Development of the Group 18 A.3.1. Development of the Resort and its Surrounding Areas 18 A.3.2. Financing of the Resort’s Development 20 A.4. siGnificAnt AGreements of the Group 23 A.4.1. Significant Undertakings Related to the Resort’s Development 23 A.4.2. Other Significant Operating Agreements 26 B. ANNUAL FINANCIAL REPORT 27 B.1. Key ConsolidateD FinAnciAl DAtA 28 B.2. Group AnD PArent CompAny MAnagement Report 29 B.3. consolidateD FinAnciAl StAtements 62 B.4. stAtutory AuDitors’ Report on the ConsolidateD FinAnciAl StAtements 105 B.5. compAny FinAnciAl StAtements PrepAreD UnDer French AccountinG Principles 107 B.6. stAtutory AuDitors’ Report on the FinAnciAl StAtements 116 B.7. sociAl, EnvironmentAl AnD SocietAl InformAtion 118 B.8. report By the StAtutory AuDitor, the DesiGnAteD InDepenDent ThirD PArty, on the ConsolidateD sociAl, EnvironmentAl AnD SocietAl InformAtion 148 B.9. stAtutory AuDitors’ SpeciAl Report on RelAteD-pArty AGreements AnD Commitments 151 B.10. supervisory BoArD GenerAl Report on Euro Disney s.c.A., its SuBsiDiAries AnD ConsolidateD entities 153 B.11. euro Disney s.c.A. Supervisory BoArD SpeciAl Report on RelAteD-pArty AGreements 156 C. CORPORATE GOVERNANCE 157 c.1. the CompAny’s CorporAte GovernAnce BoDies 158 C.1.1. The General Partner 158 C.1.2. The Shareholders 159 C.1.3. The Gérant (Euro Disney S.A.S.) 159 C.1.4. The Supervisory Board 163 c.2. report of the ChAirmAn of the Supervisory BoArD on the OrganizAtion AnD Role of the supervisory BoArD AnD on the CompAny’s InternAl Control OrganizAtion AnD ProceDures 164 c.3. report of the StAtutory AuDitors on the report prepAreD By the ChAirmAn of the supervisory BoArD 175 D. ADDITIONAL INFORMATION 177 D.1. informAtion ConcerninG the ShAre CApitAl of the CompAny 178 D.1.1. Amount and Changes to the Share Capital 178 D.1.2. Liquidity Contracts 178 D.1.3. Breakdown of the Share Capital and Voting Rights 178 D.1.4. Markets for the Securities of the Company 180 D.1.5. Market Information 181 D.1.6. Dividends 181 D.2. informAtion ConcerninG the Group’s FinAnciAl CovenAnt OBligations 182 D.3. AdditionAl CorporAte InformAtion on the CompAny 183 D.4. Documents AvAilable to the PuBlic 186 D.4.1. Accessible Information and Information Related to the Company 186 D.4.2. Shareholders’ Club 186 D.5. responsiBility for this Reference Document AnD AnnuAl FinAnciAl Report 187 D.5.1. Certification of the Person Responsible for this Reference Document and Annual Financial Report 187 D.5.2. Person Responsible for the Information 187 D.5.3. Statutory Auditors 188 GLOSSARY 190 TABLES OF CORRESPONDENCE 193 TECHNICAL AND OTHER KEY TERMS INDICATED THROUGHOUT THE DOCUMENT BY THE USE OF CAPITALS ARE DEFINED IN THE GLOSSARY. This document is a translation from French into English and has no other value than an informative one. Should there be any difference between the French and the English version, only the text in French language shall be deemed authentic and considered as expressing the exact information published by the Group. A GENERAL OVERVIEW OF THE GROUP 2013 Reference Document - Euro Disney S.C.A. 3 GENERAL OVERVIEW OF THE GROUP A Description of the Group’s Activities and Strategy a.1. DesCripTion of The Group’s activiTies anD sTraTeGy Euro Disney S.C.A. (the “Company”), with its owned and controlled subsidiaries (the “Group”1) has operated the Disneyland® Paris site (the “Resort”) and its surrounding areas since April 12, 1992 (the “Opening Day”). The Resort is comprised of the Disneyland® Park and the Walt Disney Studios® Park (collectively the “Theme Parks”), seven themed hotels (the “Hotels”) with approximately 5,800 rooms, two convention centers, the Disney Village® entertainment center, comprised of shopping and restaurant facilities, and the Golf Disneyland®, a 27-hole golf course (the “Golf Course”). The Group’s operating activities also include the development of the 2,230-hectare site, half of which is yet to be developed. The Resort is modeled on the concepts developed and used by The Walt Disney Company (“TWDC”) for its own theme park and hotel infrastructure. The Group’s fiscal year begins on October 1 of a given year and ends on September 30 of the following year. The fiscal year for any given calendar year (the “Fiscal Year”) is the fiscal year that ends in that calendar year. For example, Fiscal Year 2013 is the fiscal year that ended on September 30, 2013. A.1.1. Operational Organization of the Group The Group operates in the following operating segments: • Resort operating segment includes the operation of the Theme Parks, the Hotels, the Disney Village and the various services that are provided to guests visiting the Resort destination; and • Real estate development operating segment includes the design, planning and monitoring of improvements and additions to the existing Resort activity, as well as other retail, office and residential real estate projects, whether financed internally or through third-party partners. Operating Segments Data (€ in millions, except where indicated) 2013 2012 2011 Key Components of Operating Results: Total Group revenues Resort operating segment 1,289.0 1,315.0 1,271.7 Real estate development operating segment 20.4 9.3 22.5 1,309.4 1,324.3 1,294.2 Total Group costs and expenses Resort operating segment (1,321.3) (1,316.8) (1,270.5) Real estate development operating segment (15.6) (4.1) (12.2) (1,336.9) (1,320.9) (1,282.7) Total Group net (loss)/profit Resort operating segment (83.0) (105.4) (74.0) Real estate development operating segment 4.8 5.2 10.1 (78.2) (100.2) (63.9) Key Operating Indicators: Theme Parks Attendance (in millions of guests)(1) 14.9 16.0 15.6 Average spending per guest (in €)(2) 48.14 46.44 46.16 Hotels Occupancy Rate(3) 79.3% 84.0% 87.1% Average spending per room (in €)(4) 235.01 231.33 218.80 (1) Theme Parks attendance is recorded on a “first click” basis, meaning that a person visiting both parks in a single day is counted as only one visitor. (2) Average daily admission price and spending on food, beverage, merchandise and other services sold in the Theme Parks, excluding value added tax. (3) Average daily rooms occupied as a percentage of total room inventory (approximately 5,800 rooms). (4) Average daily room price and spending on food, beverage, merchandise and other services sold in the Hotels, excluding value added tax. See section B.2. “Group and Parent Company Management Report” for detailed figures. 1 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. 4 Euro Disney S.C.A. - 2013 Reference Document GENERAL OVERVIEW OF THE GROUP Description of the Group’s Activities and Strategy Resort Operating Segment Theme Parks A A.1 Theme Parks activity includes all operations of the Disneyland® Park and the Walt Disney Studios® Park, including activities related to merchandise, food and beverage, special events and all other services provided to guests in A.2 the Theme Parks and its surroundings. Theme Parks revenues are primarily driven by two factors: the number of guests and the total average spending per guest (which mainly includes the admission price and spending on food, A.3 beverage and merchandise). A.4 The Theme Parks are operated on a year-round basis. Due to the nature of the business, operations are subject to seasonal fluctuations, with peak periods mainly related to the summer season as well as bank holidays and vacation periods in the Group’s key markets. The Group’s activities are also subject to significant fluctuations between weekdays and weekends, especially in off-peak seasons. Disneyland® Park The Disneyland Park is composed of five “themed lands”: Main Street, U.S.A.®, which transports guests to an American town at the turn of the 20th century; Frontierland®, which takes guests on the path of the pioneers who settled the American West; Adventureland®, where guests are immersed into a world of intrigue and mystery, reliving Disney’s best legends and adventure movies; Fantasyland®, a magical land where guests find the fairy tale heroes brought to life from Disney’s animated films; and Discoveryland, which lets guests discover different “futures” through the works of visionaries, inventors, thinkers and authors of science fiction from all periods.