Othello

Summary

Management General Report on the Group Euro Disney S.C.A. 1

Consolidated Financial Statements 11

Supervisory Board General Report on the Group Euro Disney S.C.A. 38

Statutory Auditors' General Report on the Consolidated Financial Statements 40

Management Special Report on Transition to International Financial

Accounting standards (IFRS) 42

Statutory Auditors' Special Report on Transition to International Financial

Accounting standards (IFRS) 56

5-year Financial Review of Euro Disney S.C.A. 58

Corporate organisation of the Group Euro Disney S.C.A. 59

Ownership Structure of the Group Euro Disney S.C.A. 61

5-year Financial Review of the Group Euro Disney S.C.A. 62

INTRODUCTION

On February 23, 2005, Euro Disney S.C.A. (the

"Company") completed an increase in shareholders'

equity through an offering of preferential subscription

rights, the final step in a comprehensive restructuring

(the "Restructuring") of the financial obligations of the

Company and its consolidated subsidiaries (the

"Group"). By completing the Restructuring, the Group

now has the opportunity to pursue a strategy designed to

attract new Theme Park visitors and hotel guests, and to

increase visitation by improving guest satisfaction and

value perception with an expanded multi-faceted

development plan.

Beginning last year with The Legend of the Lion King

Show, the Group launched a program to increase its

product offer at both the Disneyland and Walt Disney

Studios parks. For the second half of fiscal year 2005,

the Group opened Space Mountain: Mission 2, an exciting

new experience to celebrate the 10th anniversary of one

of Disneyland Park's most popular attractions.

For April 2006, the Group plans on opening in

Disneyland Park Buzz Lightyear Laser Blast, a ridethrough

interactive adventure featuring Buzz Lightyear

and characters inspired by the Walt Disney Pictures

presentation of the Pixar Animation Studios film, Toy

Story 2. Buzz enlists guests to help him in the fight

against the evil Emperor Zurg. Boarding a space cruiser,

the guests spin, twist and turn their way through the

galaxy while shooting at Zurg's bad toy forces with onboard

blasters. With each target hit, guests accumulate

points that help them rise through the ranks of Buzz

Lightyear's elite squadron and help the universe.

Beginning with fiscal year 2007, exciting new additions

are planned in the Walt Disney Studios Park. First, an

exciting new land consisting of multiple new attractions,

Toon Studios, is scheduled to open. Toon Studios will be

followed by the extremely popular and iconic Tower of

Terror, scheduled to open in fiscal year 2008.

These attractions are designed to add to the appeal and

capacity of Disneyland Resort Paris, further enhancing

the core guest experience and thereby driving

attendance and occupancy growth as well as increases in

guest spending.

Total capital spending for the fiscal year 2005 through

2009 attraction program is budgeted at approximately

Ђ240 million, of which approximately Ђ39 million

has been incurred through the end of fiscal year 2005.

FINANCIAL RESTRUCTURING

In September 2004, the Group reached final agreement

with its lenders and The Walt Disney Company

("TWDC") on a comprehensive restructuring of the

Group's financial situation. The Restructuring was

finalised on February 23, 2005 upon completion of all

required conditions of the agreement.

The principal features of the Restructuring were the

following:

* A share capital increase with gross proceeds of

Ђ253.3 million, before deduction of equity issuance

costs. The Company issued 2.8 billion new shares at

a price of Ђ0.09 each.

* A new Ђ150 million credit line made available by

TWDC to replace the expired Ђ167.7 million credit

line. In addition, TWDC forgave Ђ10 million of the

expired credit line and converted Ђ110 million of the

remaining balance to subordinated long-term debt.

* Deferral of the Group's debt service obligations

partially