2016 Reference Document French limited partnership with a share capital of €783,364,900 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 February 9, 2017. 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 8 A.1.3. Strategy of the Group 9 A.2. CORPORATE ORGANIZATION OF THE GROUP 14 A.3. HISTORY AND DEVELOPMENT OF THE GROUP 16 A.3.1. Development of the Resort and its Surrounding Areas 16 A.3.2. Financing of the Resort’s Development 18 A.4. SIGNIFICANT AGREEMENTS OF THE GROUP 22 A.4.1. Significant Undertakings Related to the Resort’s Development 22 A.4.2. Other Significant Operating Agreements 25 B. ANNUAL FINANCIAL REPORT 26 B.1. KEY CONSOLIDATED FINANCIAL DATA 27 B.2. GROUP AND PARENT COMPANY MANAGEMENT REPORT 29 B.3. CONSOLIDATED FINANCIAL STATEMENTS 66 B.4. STATUTORY AUDITORS’REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS 107 B.5. COMPANY FINANCIAL STATEMENTS PREPARED UNDER FRENCH ACCOUNTING PRINCIPLES 109 B.6. STATUTORY AUDITORS’REPORT ON THE FINANCIAL STATEMENTS 117 B.7. SOCIAL,ENVIRONMENTAL AND SOCIETAL INFORMATION 119 B.8. REPORT BY ONE OF THE STATUTORY AUDITORS,APPOINTED AS AN INDEPENDENT THIRD PARTY, ON THE CONSOLIDATED SOCIAL,ENVIRONMENTAL AND SOCIETAL INFORMATION PRESENTED IN THE MANAGEMENT REPORT 158 B.9. STATUTORY AUDITORS’SPECIAL REPORT ON RELATED-PARTY AGREEMENTS AND COMMITMENTS 162 B.10. SUPERVISORY BOARD GENERAL REPORT ON EURO DISNEY S.C.A. AND ITS OWNED AND CONTROLLED SUBSIDIARIES 164 B.11. EURO DISNEY S.C.A. SUPERVISORY BOARD SPECIAL REPORT ON RELATED-PARTY AGREEMENTS 167 C. CORPORATE GOVERNANCE 168 C.1. THE COMPANY’S CORPORATE GOVERNANCE BODIES 169 C.1.1. The General Partner 169 C.1.2. The Shareholders 170 C.1.3. The Gérant (Euro Disney S.A.S.) 170 C.1.4. The Supervisory Board 175 C.2. REPORT OF THE CHAIRMAN OF THE SUPERVISORY BOARD ON THE ORGANIZATION AND ROLE OF THE SUPERVISORY BOARDANDONTHECOMPANY’S INTERNAL CONTROL ORGANIZATION AND PROCEDURES 176 C.3. REPORT OF THE STATUTORY AUDITORS ON THE REPORT PREPARED BY THE CHAIRMAN OF THE SUPERVISORY BOARD 188 D. ADDITIONAL INFORMATION 190 D.1. INFORMATION CONCERNING THE SHARE CAPITAL OF THE COMPANY 191 D.1.1. Amount and Changes to the Share Capital 191 D.1.2. Liquidity Contracts 191 D.1.3. Breakdown of the Share Capital and Voting Rights 191 D.1.4. Markets for the Securities of the Company 193 D.1.5. Market Information 194 D.1.6. Dividends 194 D.2. ADDITIONAL CORPORATE INFORMATION ON THE COMPANY 195 D.3. DOCUMENTS AVAILABLE TO THE PUBLIC 198 D.3.1. Accessible Information and Information Related to the Company 198 D.3.2. Shareholders’ Club 198 D.4. RESPONSIBILITY FOR THIS REFERENCE DOCUMENT AND ANNUAL FINANCIAL REPORT 199 D.4.1. Certification of the Person Responsible for this Reference Document and Annual Financial Report 199 D.4.2. Person Responsible for the Information 199 D.4.3. Statutory Auditors 200 GLOSSARY 202 TABLES OF CORRESPONDENCE 205 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 2016 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” or “parent”) and its owned and controlled subsidiaries (collectively, the “Group”)1 commenced operations with the official opening of the Disneyland® Park on April 12, 1992 (the “Opening Day”). The Group also operates the Walt Disney Studios® Park, which opened to the public on March 16, 2002 (together with the Disneyland Park, the “Theme Parks”), a large hotel complex comprising seven hotels (the “Hotels”) with approximately 5,800 rooms, two convention centers, the Disney Village® entertainment center, comprised of shopping and restaurant facilities, and Golf Disneyland® (the “Golf Courses”), collectively the “Resort”. In addition, the Group manages the real estate development and expansion of the 2,230-hectare property including and surrounding the Resort, approximately 50% 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 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 purposes of this document, the Fiscal Year for any given calendar year is the Fiscal Year that ends in that calendar year (for example, Fiscal Year 2016 is the fiscal year that ends September 30, 2016). 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, the Golf Courses 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. 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. - 2016 Reference Document GENERAL OVERVIEW OF THE GROUP Description of the Group’s Activities and Strategy Operating Segment Data (€ in millions, except where indicated) 2016 2015 2014 A Key Components of Operating Results: Total Group revenues A.1 Resort operating segment 1,267 1,366 1,251 A.2 Real estate development operating segment 11 729 1,278 1,373 1,280 A.3 Total Group costs and expenses A.4 Resort operating segment (1,510) (1,446) (1,327) Real estate development operating segment (10) (8) (19) (1,520) (1,454) (1,346) Total Group net (loss)/profit Resort operating segment (848)(1) (126) (126) Real estate development operating segment (10) 24(2) 12 (858) (102) (114) Key Operating Indicators: Theme Parks Attendance (in millions of guests)(3) 13.4 14.8 14.2 Average spending per guest (in €)(4) 54 54 51 Hotels Occupancy Rate(5) 77% 79% 75% Average spending per room (in €)(6) 235 238 231 (1) Includes an impairment charge for the Group’s assets of €565 million. The impairment charge had no impact on the Group’s cash position or cash flows. For more details, refer to B.3. “Consolidated Financial Statements”, note 3. “Property, Plant and Equipment, Investment Property and Intangible Assets”. (2) Includes a €24 million fee recorded in Other Income for the early termination of a lease agreement related to office space located in the Walt Disney Studios® Park. For more details, refer to B.3. “Consolidated Financial Statements”, note 18. “Related-Party Transactions”. (3) Theme parks attendance corresponds to the attendance 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 spending per guest is the average daily admission price and spending on food, beverage, merchandise and other services sold in the Theme Parks, excluding value added tax. (5) Hotel occupancy rate is the average daily rooms occupied as a percentage of total room inventory (total room inventory is approximately 5,800 rooms). (6) Average spending per room is the average daily room price and spending on food, beverage, merchandise and other services sold in Hotels, excluding value added tax. See section B.2. “Group and Parent Company Management Report” for detailed figures on the operating margin. Resort Operating Segment Theme Parks Theme Parks activity includes the operations of the Disneyland® Park, the Walt Disney Studios® Park and related merchandise, food and beverage, special events and other services provided to guests in the Theme Parks. Theme Parks revenues are primarily driven by two factors: the number of guests and the average spending per guest. 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 in 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 periods. Disneyland® Park The Disneyland Park is composed of five “themed lands”: Adventureland®, Discoveryland®, Fantasyland®, Frontierland® and Main Street, U.S.A®. These areas include themed attractions, shows, restaurants, merchandise shops and refreshment carts and kiosks. The Disneyland Park covers approximately 50 hectares. 2016 Reference Document - Euro Disney S.C.A.