**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**FORM 10-K/A**

**Amendment No. 1**

 

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**(Mark One)**

 

**x****        ****ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the fiscal year ended December 31, 2011**

 

**OR**

 

**o****          ****TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the transition period from            to           **

 

**Commission File Number 1-16017**

 

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**ORIENT-EXPRESS HOTELS LTD.**

(Exact name of registrant as specified in its charter)

 

| **Bermuda**                       | ** ** | **98-0223493**        |
|-----------------------------------|------------|-----------------------|
| (State or other   jurisdiction of |       | (I.R.S. Employer      |
| incorporation or   organization)  |       | Identification   No.) |

 

**22 Victoria Street,**

**Hamilton HM 12, Bermuda**

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: **(441) 295-2244**

 

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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

 

| **Title of each class**             | ** ** | **Name of each exchange********on which registered** |
|----------------------------------------------------|------------|-------------------------------------------------------------------------------|
|                                               |       |                                                                          |
| Class A   Common Shares, $0.01 par value each |       | New York Stock   Exchange                                                     |
| Preferred Share   Purchase Rights                  |       | New York Stock   Exchange                                                     |

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: **None.**

 

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (Not applicable. See third paragraph under Item 1—Business on page 4 of Form 10-K)

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Act. (Check one):

 

| Large Accelerated   Filer x                |   | Accelerated   Filer o         |
|-------------------------------------------------|--------|------------------------------------|
|                                            |   |                               |
| Non-Accelerated   Filer o                  |   | Smaller reporting   company o |
| (Do not check if   a smaller reporting company) |   |                               |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o No x

 

The aggregate market value of the Class A common shares held by non-affiliates of the registrant computed by reference to the closing price on June 30, 2011 (the last business day of the registrant’s second fiscal quarter in 2011) was approximately $1,103,000,000.

 

As of June 6, 2012, 102,891,537 Class A common shares and 18,044,478 Class B common shares of the registrant were outstanding.  All of the Class B shares are owned by a subsidiary of the registrant (see Note 15(d) to the Financial Statements (Item 8) in Form 10-K).

 

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DOCUMENTS INCORPORATED BY REFERENCE:  **None**

 

 

 

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**EXPLANATORY NOTE**

 

Orient-Express Hotels Ltd. (the “registrant”) is filing this Amendment No. 1 (the “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 29, 2012 (The “Original Filing”).

 

This Amendment is being filed because, pursuant to Rule 3-09 of SEC Regulation S-X, the registrant is required to file audited financial statements of Perurail S.A., a 50% owned unconsolidated company.  The financial statements of this unconsolidated company are filed in this Amendment under Item 15 - Exhibits and Financial Statement Schedules.

 

Except as described above, no other changes have been made to the Original Filing, and this Form 10-K/A does not amend, update or change any other items or disclosures in the Original Filing.  This Form 10-K/A does not reflect events occurring after the Original Filing and, other than providing the financial statements of the unconsolidated company named above under Item 15, does not modify or update the disclosures in the Original Filing in any way.

 

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**PART IV**

 

**ITEM 15.****                                             ****Exhibits and Financial Statement Schedules**

 

1. Financial Statements

 

Perurail S.A.

 
| ** **                                                                  | **Page Number** |
|-----------------------------------------------------------------------------|----------------------|
| Report   of independent registered public accounting firm                   | 4                    |
| Financial   statements - years ended December 31, 2011, 2010 and 2009: |                 |
| Balance sheets (December 31, 2011 and 2010)                            | 5                    |
| Statements   of operations                                                  | 6                    |
| Statements   of cash flows                                                  | 7                    |
| Statements of shareholders’ equity                                     | 8                    |
| Notes   to financial statements                                             | 9                    |

 

2. Financial Statement Schedule

 

Incorporated by reference to the financial statement schedule filed with the Original Filing.  No additional financial statement schedule is filed with this report on Form 10-K/A.

 

3. Exhibits

 

The index to exhibits appears below, on the pages immediately following the signature page to this report.

 

3

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BDO — Pazos, López de Romaña, Rodriguez S. Civil de R.L.

 

Report of Independent Registered Public Accounting Firm

 

Board of Directors and Shareholders

Perurail S.A.

Lima, Peru

 

We have audited the accompanying balance sheets of Perurail S.A. as of December 31, 2011 and 2010, and the related statements of operations, cash flows and shareholders’ equity for each of the three years in period ended December 31, 2011. These financial statements are the responsibility of the Company ́s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Perurail S.A. at December 31, 2011 and 2010, and the results of its operations and its cash flows for each of the three years in period ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

 
| Pazos,   López de Romaña, Rodriguez S. Civil de R.L. |   |
|----------------------------------------------------------------|--------|
| Lima,   Peru                                                   |   |
| May 17,   2012                                            |   |
|                                                           |   |
| Countersigned   by:                                            |   |
|                                                           |   |
|                                                           |   |
| /s/   Manuel Pazos Vélez                                  |   |
| Manuel   Pazos Vélez                                      |   |
| Certified   Chartered Public Accountant                        |   |
| Register   No. 01-05095                                   |   |

 

4

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**Perurail S.A.**

**Balance Sheets**

 
| ** **                                                                                             | ** ** | **December 31,** | ** ** |
|--------------------------------------------------------------------------------------------------------|------------|-----------------------|------------|
| ** **                                                                                             | ** ** | **2011**              | ** ** | **2010** | ** ** |
| ** **                                                                                             |       | **$’000**        |       | **$’000** |   |
| **Assets**                                                                                             |       | ** **            |       | ** ** |   |
| Cash and cash   equivalents                                                                            |       | 4,310                 |       | 3,340 |   |
| Accounts   receivable, net of allowances of $nil and $nil                                              |       | 6,146                 |       | 5,530 |   |
| Due from related   parties                                                                             |       | 6,358                 |       | 8,020 |   |
| Prepaid expenses                                                                                       |       | 1,270                 |       | 1,218 |   |
| Inventories                                                                                            |       | 6,941                 |       | 5,736 |   |
|                                                                                                   |       |                  |       |   |   |
| Total current   assets                                                                                 |       | 25,025                |       | 23,844 |   |
|                                                                                                   |       |                  |       |   |   |
| Property, plant and   equipment, net of accumulated depreciation of $12,082 and $8,872                 |       | 32,713                |       | 31,028 |   |
| Intangibles, net of   accumulated amortization of $262 and $218                                        |       | 208                   |       | 190 |   |
| Other assets                                                                                           |       | 268                   |       | — |   |
|                                                                                                   |       |                  |       |   |   |
| Total non-current   assets                                                                             |       | 33,189                |       | 31,218 |   |
|                                                                                                   |       |                  |       |   |   |
| Total assets                                                                                           |       | 58,214                |       | 55,062 |   |
|                                                                                                   |       |                  |       |   |   |
| **Liabilities   and Shareholders’ Equity**                                                        |       |                  |       |   |   |
| Working capital   facilities                                                                           |       | 3,026                 |       | 3,570 |   |
| Accounts payable                                                                                       |       | 4,207                 |       | 4,172 |   |
| Accrued liabilities                                                                                    |       | 6,898                 |       | 4,979 |   |
| Current portion of   long-term debt                                                                    |       | 4,405                 |       | 2,069 |   |
|                                                                                                   |       |                  |       |   |   |
| Total current   liabilities                                                                            |       | 18,536                |       | 14,790 |   |
|                                                                                                   |       |                  |       |   |   |
| Long-term debt                                                                                         |       | 1,786                 |       | 3,264 |   |
| Deferred tax   liability, net                                                                          |       | 5,856                 |       | 5,270 |   |
|                                                                                                   |       |                  |       |   |   |
| Total long-term   liabilities                                                                          |       | 7,642                 |       | 8,534 |   |
|                                                                                                   |       |                  |       |   |   |
| Total liabilities                                                                                      |       | 26,178                |       | 23,324 |   |
|                                                                                                   |       |                  |       |   |   |
| Commitments and   contingencies                                                                        |       |                  |       |   |   |
|                                                                                                   |       |                  |       |   |   |
| Shareholders’   equity:                                                                           |       |                  |       |   |   |
| Common shares   S/1.00 par value (20,000,000 shares authorized) Issued - 20,000,000(2010 - 20,000,000) |       | 6,684                 |       | 6,684 |   |
| Legal reserve                                                                                          |       | 821                   |       | 821 |   |
| Retained earnings                                                                                      |       | 24,531                |       | 24,233 |   |
|                                                                                                   |       |                  |       |   |   |
| Total shareholders’   equity                                                                      |       | 32,036                |       | 31,738 |   |
|                                                                                                   |       |                  |       |   |   |
| Total liabilities   and shareholder’s equity                                                      |       | 58,214                |       | 55,062 |   |

 

The accompanying notes are an integral part of these financial statements.

 

5

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**Perurail S.A.**

**Statements of Operations**

 
| ** **                                | ** ** | **December 31,** | ** ** |
|-------------------------------------------|------------|-----------------------|------------|
| ** **                                | ** ** | **2011**              | ** ** | **2010** | ** ** | **2009** | ** ** |
|                                      |       | **$****’000**    |       | **$’000** |   | **$’000** |   |
|                                      |       |                  |       |   |   |   |   |
| Revenue, net                              |       | 72,918                |       | 53,218 |   | 63,509 |   |
|                                      |       |                  |       |   |   |   |   |
| Expenses:                                 |       |                  |       |   |   |   |   |
| Cost of services                          |       | (41,660               | )          | (31,887 | ) | (35,204 | ) |
| Depreciation and   amortization           |       | (3,254                | )          | (2,739 | ) | (1,820 | ) |
| Selling, general   and administrative     |       | (14,359               | )          | (10,350 | ) | (10,536 | ) |
|                                      |       |                  |       |   |   |   |   |
| Total expenses                            |       | (59,273               | )          | (44,976 | ) | (47,560 | ) |
|                                      |       |                  |       |   |   |   |   |
| Gain on insurance   settlement            |       | —                |       | 646 |   | — |   |
| (Loss)/gain on   disposal of fixed assets |       | —                |       | (211 | ) | 149 |   |
|                                      |       |                  |       |   |   |   |   |
| Earnings from   operations                |       | 13,645                |       | 8,677 |   | 16,098 |   |
|                                      |       |                  |       |   |   |   |   |
| Interest expense,   net                   |       | (768                  | )          | (684 | ) | (1,031 | ) |
| Foreign currency,   net                   |       | (42                   | )          | 67 |   | 429 |   |
|                                      |       |                  |       |   |   |   |   |
| Net finance costs                         |       | (810                  | )          | (617 | ) | (602 | ) |
|                                      |       |                  |       |   |   |   |   |
| Earnings before   income tax              |       | 12,835                |       | 8,060 |   | 15,496 |   |
|                                      |       |                  |       |   |   |   |   |
| Provision for   income taxes              |       | (3,859                | )          | (2,252 | ) | (4,102 | ) |
|                                      |       |                  |       |   |   |   |   |
| Net earnings                              |       | 8,976                 |       | 5,808 |   | 11,394 |   |

 

The accompanying notes are an integral part of these financial statements.

 

6

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**Perurail S.A.**

**Statements of Cash Flows**

** **
| ** **                                                                           | ** ** | **December 31,** | ** ** |
|--------------------------------------------------------------------------------------|------------|-----------------------|------------|
| ** **                                                                           | ** ** | **2011**              | ** ** | **2010** | ** ** | **2009** | ** ** |
| ** **                                                                           | ** ** | **$’000**        | ** ** | **$’000** | ** ** | **$’000** | ** ** |
| Cash flows from   operating activities:                                              |       |                  |       |   |   |   |   |
| Net earnings                                                                         |       | 8,976                 |       | 5,808 |   | 11,394 |   |
|                                                                                 |       |                  |       |   |   |   |   |
| Adjustment to   reconcile net earnings to net cash provided by operating activities: |       |                  |       |   |   |   |   |
| Depreciation                                                                         |       | 3,210                 |       | 2,694 |   | 1,778 |   |
| Amortization                                                                         |       | 44                    |       | 45 |   | 42 |   |
| Amortization of   finance costs                                                      |       | 36                    |       | 39 |   | 39 |   |
| Loss/(gain) on   disposal of fixed assets                                            |       | —                |       | 211 |   | (149 | ) |
| Change in deferred   tax                                                             |       | 586                   |       | 831 |   | 1,400 |   |
| (Decrease)/increase   in employees’ profit sharing                              |       | —                |       | (2 | ) | 20 |   |
| Change in allowance   for doubtful accounts                                          |       | —                |       | — |   | (1 | ) |
| Change in assets   and liabilities:                                                  |       |                  |       |   |   |   |   |
| Increase in   accounts receivable                                                    |       | (616                  | )          | (817 | ) | (394 | ) |
| (Increase)/decrease   in inventories                                                 |       | (1,205                | )          | 909 |   | (1,974 | ) |
| (Increase)/decrease   in prepaid expenses                                            |       | (88                   | )          | (215 | ) | 328 |   |
| Increase/(decrease)   of accounts payable                                            |       | 35                    |       | 1,280 |   | (785 | ) |
| Increase/(decrease)   in accrued liabilities                                         |       | 1,919                 |       | 2,670 |   | (2,462 | ) |
| Decrease/(increase)   in due from related parties                                    |       | 1,662                 |       | (5,262 | ) | (89 | ) |
|                                                                                 |       |                  |       |   |   |   |   |
| Total adjustments                                                                    |       | 5,583                 |       | 2,383 |   | (2,247 | ) |
|                                                                                 |       |                  |       |   |   |   |   |
| Net cash provided   by operating activities                                          |       | 14,559                |       | 8,191 |   | 9,147 |   |
|                                                                                 |       |                  |       |   |   |   |   |
| Cash flows from   investing activities:                                              |       |                  |       |   |   |   |   |
| Proceeds from   disposal of fixed assets                                             |       | —                |       | — |   | 460 |   |
| Capital expenditures                                                                 |       | (5,225                | )          | (4,930 | ) | (7,089 | ) |
|                                                                                 |       |                  |       |   |   |   |   |
| Net cash used in   investing activities                                              |       | (5,225                | )          | (4,930 | ) | (6,629 | ) |
|                                                                                 |       |                  |       |   |   |   |   |
| Cash flows from   financing activities:                                              |       |                  |       |   |   |   |   |
| Payment of   dividends                                                               |       | (8,678                | )          | — |   | (4,800 | ) |
| Payments on working   capital facilities                                             |       | (7,413                | )          | (3,418 | ) | (2,388 | ) |
| Proceeds from   working capital facilities                                           |       | 6,869                 |       | 2,133 |   | 6,375 |   |
| Principal payments   under long-term debt                                            |       | (2,943                | )          | (2,013 | ) | (1,617 | ) |
| Proceeds from   issuance of long-term debt, net of issuance costs                    |       | 3,801                 |       | — |   | 73 |   |
|                                                                                 |       |                  |       |   |   |   |   |
| Net cash used in   financing activities                                              |       | (8,364                | )          | (3,298 | ) | (2,357 | ) |
|                                                                                 |       |                  |       |   |   |   |   |
| Net   increase/(decrease) in cash and cash equivalents                               |       | 970                   |       | (37 | ) | 161 |   |
|                                                                                 |       |                  |       |   |   |   |   |
| Cash and cash   equivalents at beginning of year                                     |       | 3,340                 |       | 3,377 |   | 3,216 |   |
|                                                                                 |       |                  |       |   |   |   |   |
| Cash and cash   equivalents at end of year                                           |       | 4,310                 |       | 3,340 |   | 3,377 |   |

 

The accompanying notes are an integral part of these financial statements.

 

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**Perurail S.A.**

**Statements of Shareholders’ Equity**

 
| ** **                                       | ** ** | **Common Shares   at Par value** | ** ** | **Legal reserve** | ** ** | **Retained********Earnings** | ** ** | **Total********Comprehensive********Income/(Loss)** | ** ** |
|--------------------------------------------------|------------|-------------------------------------------------|------------|------------------------|------------|------------------------------|------------|-----------------------------------------------------|------------|
| ** **                                       | ** ** | **$’000**                                  | ** ** | **$’000**         | ** ** | **$’000**               | ** ** | **$’000**                                      | ** ** |
|                                             |       |                                            |       |                   |       |                         |       |                                                |       |
| Balance,   January 1, 2009 (unaudited) |       | 59                                              |       | 14                     |       | 19,263                       |       |                                                |       |
|                                             |       |                                            |       |                   |       |                         |       |                                                |       |
| Capitalization                                   |       | 6,625                                           |       | —                 |       | (6,625                       | )          |                                                |       |
| Dividends                                        |       | —                                          |       | —                 |       | (4,800                       | )          |                                                |       |
| Net earnings                                     |       | —                                          |       | —                 |       | 11,394                       |       | 11,394                                              |       |
|                                             |       |                                            |       |                   |       |                         |       | 11,394                                              |       |
|                                             |       |                                            |       |                   |       |                         |       |                                                |       |
| Balance,   December 31, 2009                |       | 6,684                                           |       | 14                     |       | 19,232                       |       |                                                |       |
|                                             |       |                                            |       |                   |       |                         |       |                                                |       |
| Legal Reserve                                    |       | —                                          |       | 807                    |       | (807                         | )          |                                                |       |
| Net earnings                                     |       | —                                          |       | —                 |       | 5,808                        |       | 5,808                                               |       |
|                                             |       |                                            |       |                   |       |                         |       | 5,808                                               |       |
|                                             |       |                                            |       |                   |       |                         |       |                                                |       |
| Balance,   December 31, 2010                |       | 6,684                                           |       | 821                    |       | 24,233                       |       |                                                |       |
|                                             |       |                                            |       |                   |       |                         |       |                                                |       |
| Dividends                                        |       | —                                          |       | —                 |       | (8,678                       | )          |                                                |       |
| Net earnings                                     |       | —                                          |       | —                 |       | 8,976                        |       | 8,976                                               |       |
|                                             |       |                                            |       |                   |       |                         |       | 8,976                                               |       |
|                                             |       |                                            |       |                   |       |                         |       |                                                |       |
| Balance,   December 31, 2011                |       | 6,684                                           |       | 821                    |       | 24,531                       |       |                                                |       |

 

The accompanying notes are an integral part of these financial statements.

 

8

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**Perurail S.A.**

**Notes to Financial Statements**

 

**1.****                             ****Summary of significant accounting policies and basis of presentation**

 

*(a)**                      **Business*

 

Perurail S.A. (hereinafter the “Company”) was incorporated in the city of Lima, Peru in 1999.

 

The Company is 50% owned by Orient-Express Hotels Ltd. incorporated in Bermuda, and 50% owned by Peruvian Trains & Railways S.A. incorporated in Peru.

 

Its headquarters and registered address are located at Av. Alcanfores # 775, District of Miraflores, Department of Lima.

 

The purpose of the Company is the operation of passenger and freight transport by rail, as well as ground cargo transport services for the Cerro Verde mine.

 

In order to perform its corporate purpose, in August 2000 the Company entered a lease with Ferrocarril Transandino S.A. by which the Company was granted access to and use of the tracks, locomotives, coaches, wagons, machine shops and parts of the train stations of the South and South-East Railways operated by Ferrocarril Transandino S.A. Under this contract, various rates are established and payable for the use of locomotives, coaches and wagons based on traveled kilometers, which are settled on a monthly basis.

 

In January 2010, heavy rains caused floods that destroyed various sections of the railway on the Cuzco-Machu Picchu route.  As a result, the Company could not operate on this route for approximately three months while repairs were carried out.  Management claimed under the Company’s insurance for the costs of repairs and the disruption of the Company’s business.  In October 2010, the Company received settlement of outstanding insurance claims and recognized a gain of $646,000 related to business interruption insurance.

 

*(b)**                      **Basis for the presentation*

 

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect the results of operations, financial position and cash flows of the Company.  The financial statements have been prepared using the historical cost basis in the assets and liabilities and the historical results of operations directly attributable to the Company in the normal course of business.

 

“FASB” means Financial Accounting Standards Board. “ASC” means the Accounting Standards Codification of the FASB and “ASU” means an Accounting Standards Update of the FASB.

 

*(c)**                       **Estimates*

 

The Company bases its estimates on historical experience and also on assumptions the Company believes are reasonable based on the relevant facts and circumstances of the estimate. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

 

Estimates include, among others, the allowance for doubtful accounts, allowance on devaluation of various suppliers, long-lived asset impairment, depreciation and amortization, taxes and contingencies.  Actual results could differ from those estimates.

 

9

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*(d)**                      **Foreign currency*

 

The functional currency of the Company is the US Dollar which is also the reporting currency of the Company. The local currency is Nuevos Soles.

 

Foreign currency transaction gains and losses are recognized in earnings as they occur. Transactions in currencies other than the Company’s functional currency (“foreign currencies”) are recorded at the exchange rates prevailing on the dates of the transactions. All monetary assets and liabilities denominated in foreign currencies are translated at the exchange rates prevailing at the reporting date. Non-monetary items carried at historical cost are translated at the exchange rate prevailing on the date of transaction. Exchange differences arising from changes in exchange rates are recognized in earnings as they occur.

 

*(e)**                       **Cash and cash equivalents*

 

Cash and cash equivalents include all cash balances and highly-liquid investments having original maturities of three months or less.

 

*(f)**                         **Accounts receivable and allowance for doubtful accounts*

 

The Company states its accounts receivable at their estimated net realizable value. The Company maintains allowance for doubtful accounts for specifically identified estimated losses resulting from the inability of its customers to make required payments.

 

*(g)**                      **Inventories*

 

Inventories include supplies for minor maintenance of fixed assets.  Inventories are valued at the lower of cost or market value under the average cost method.

 

*(h)**                      **Income taxes*

 

Current portion o*f income tax*

 

Income tax for the current period is measured at the amount expected to be paid to the taxation authorities. The rates used and regulations applied to compute the amount are those in force as of the balance sheet date.

 

Deferred portion of income tax

 

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of transactions and events that have been recognized in the financial statements but have not yet been reflected in the Company’s income tax returns, or vice versa.

 

Deferred income taxes result from temporary differences between the carrying value of assets and liabilities recognized for financial reporting purposes and their respective tax bases.  Deferred taxes are measured at enacted statutory rates and are adjusted as enacted rates change. Classification of deferred tax assets and liabilities corresponds with the classification of the underlying assets and liabilities giving rise to the temporary differences or the period of expected reversal, as applicable.  A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized based on available evidence.

 

In evaluating the Company’s ability to recover deferred tax assets, management considers all available evidence, both positive and negative, which includes reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. Management reassesses the need for valuation allowances at each reporting date. Any increase or decrease in a valuation allowance will increase or reduce respectively the income tax expense in the period in which there has been a change in judgment.

 

Income tax positions must meet a more-likely-than-not threshold to be recognized in the financial statements. Management recognizes tax liabilities in accordance with U.S. GAAP applicable to uncertain tax positions, and adjusts these liabilities when judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the Company’s current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which the actual tax liabilities are determined or the statute of limitations has expired.  The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the statements of operations. Liabilities for uncertain tax benefits are included in the balance sheets and classified as current or non-current liabilities depending on the expected timing of payment. At December 31, 2011 and 2010, the Company did not record any liabilities for uncertain tax positions.

 

10

----

 

*(i)**                         **Property, plant and equipment, net*

 

Property, plant and equipment, net are stated at cost less accumulated depreciation.  The cost of significant renewals and betterments is capitalized and depreciated, while expenditures for normal maintenance and repairs are expensed as incurred.

 

Depreciation expense is computed using the straight-line method over the following estimated useful lives:

 
| Installations                                                     |   | 33 years |   |
|-------------------------------------------------------------------|--------|----------|--------|
| Machinery and   equipment                                         |   | 10 years |   |
| Transport units                                                   |   | 5 years  |   |
| Improvements to   locomotive and rolling stock assets under lease |   | 26 years |   |
| Owned locomotives   and rolling stock                             |   | 26 years |   |
| Furniture and   fixtures                                          |   | 10 years |   |
| Computer equipment                                                |   | 4 years  |   |
| Operating assets                                                  |   | 10 years |   |

 

*(j)**                         **Intangibles, net*

 

Software costs are recorded under assets and classified as intangibles if such costs are not part of the related hardware. Software is amortized using the straight-line method.

 

Amortization expense is computed using the straight-line method over the following estimated useful lives:

 
| Logo and trademarks   |   | 30 years |
|-----------------------|--------|----------|
| Software and licenses |   | 4 years  |

 

*(k)**                       **Impairment of long-lived assets*

 

The Company’s management evaluates the carrying value of long-lived assets for impairment by comparing the expected undiscounted future cash flows of the assets to the net book value of the assets if certain trigger events occur. If the expected undiscounted future cash flows are less than the net book value of the assets, the excess of the net book value over the estimated fair value is charged to current earnings. Fair value is based upon discounted cash flows of the assets at a rate deemed reasonable for the type of asset and prevailing market conditions, sales of similar assets, appraisals and, if appropriate, current estimated net sales proceeds from pending offers. The Company evaluates the carrying value of its long-lived assets based on its plans, at the time, for such assets and such qualitative factors as future development in the surrounding area, status of expected local competition and projected incremental income from renovations. Changes to the Company ́s plans, including a decision to dispose of or change the intended use of an asset, can have a material impact on the carrying value of the asset.

 

*(l)**                         **Financial leasing*

 

For financial leasing transactions, the method used consists of showing under fixed assets the total cost of the contract and its corresponding liability. Financial expenses are charged to operations in the period in which they become due, and depreciation of assets is charged to operations based on their useful life.

 

*(m)**                    **Employees’ length of service compensation*

 

The provision for employees’ length of service compensation included under taxes and other accounts payable is charged to operations as the compensation becomes due.

 

*(n)**                      **Revenue recognition*

 

Passenger transport revenue includes ticket revenue that is recognized when the related services are provided.  Rail freight and cargo revenues are recognized when the freight and cargo reaches their destination. Ground cargo transport services revenues are recognized on a fixed fee basis per month, plus variable fees per ton transported when the services are provided.  Revenues are presented net of taxes collected from customers and remitted to governmental authorities.

 

11

----

 

Revenues in providing these services are recognized, as appropriate, when:

 

1.                          The amount of revenues can be reliably quantified;

 

2.                          The transaction-related economic benefits are likely to flow to the Company;

 

3.                          The degree of completion of the transaction, on the date of the balance, can be reliably quantified; and

 

4.                          The costs incurred in providing the services, as well as those still to be incurred until completed, can be reliably quantified.

 

Deferred revenue includes all ticket revenue for tickets sold, but the related services have not yet been provided.

 

*(o)**                      **Interest expense, net*

 

The Company capitalizes interest during the construction of assets. There was no capitalized interest in 2011, 2010 and 2009.

 

*(p)**                      **Deferred financing costs*

 

Debt issuance costs incurred in connection with the placement of long-term debt are capitalized and amortized to interest expense over the term of the related debt.

 

*(q)**                      **Risk and uncertainties*

 

The Company’s activities expose it to a variety of financial risks: market risks (including interest rate risk and exchange risk), credit risk, and liquidity risk. The Company’s risk management program tries to minimize the potential adverse effects on its financial performance. Management is aware of the market conditions and, based on its knowledge and experience, controls the exchange, interest rate, credit and liquidity risks, following the policies approved by the Board of Directors. The most important aspects of these risks are:

 

*Liquidity risk*

 

Liquidity risk is the risk that cash may not be available to pay obligations at their maturity at a fair value. The Company controls the required liquidity through a proper management of asset and liability maturity dates, so that the flow of cash matches future payments.

 

*Credit risk*

 

The Company’s financial assets that are potentially exposed to concentration of credit risk are mainly trade accounts receivable, accounts receivable from related parties and from shareholders, and various accounts receivable.

 

*Interest rate risk*

 

The Company ́s exposure to this risk arises from changes in the interest rates in its financial assets and liabilities. The Company keeps mainly long-term debt subject to a floating interest rate.  Management does not expect to incur significant losses due to interest rate risk.

 

*Exchange risk*

 

The Company carries out its transactions mostly in foreign currency, but management estimates that any fluctuation will not adversely affect the results of the Company’s operations.

 

*(r)**                        **Employee profit sharing*

 

In accordance with Peruvian law, employee profit sharing is limited to 18 times an employee’s monthly average salary. The excess of calculated statutory employee profit sharing is paid to the Peruvian government and is treated as an additional tax. The Company’s practice is to recognize the employee profit sharing as part of operating cost and any excess profit sharing is recognized as part of current income tax. The Company has a 5% rate for calculating employee profit sharing.  To date, no excess profit sharing has been recognized.

 

12

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*(s)**                        **Recently Issued and Adopted Accounting Guidance*

 

*Recently Issued Accounting Guidance to be Adopted*

 

In December 2011, the FASB issued ASU 2011-11, Balance Sheet (Topic 210):  Disclosures about Offsetting Assets and Liabilities which enhances disclosures required by U.S. GAAP by requiring improved information about financial instruments and derivative instruments that are either offset in accordance with either Section 210-20-45 or 815-10-45 or subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either Section 210-20-45 or 815-10-45.  This update is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.  The Company does not expect the adoption of this guidance will have a material impact on its financial statements.

 

In December 2011, the FASB issued ASU 2011-12, Comprehensive Income (Topic 220):  Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.  The amendments in this update defer certain provisions of ASU 2011-05, Comprehensive Income (Topic 220):  Presentation of Comprehensive Income (see below), including the requirement to present reclassified adjustments separately with their respective components of net income and other comprehensive income.  During the deferral period, the existing requirements for reclassification adjustments on the face of the financial statements in which comprehensive income is reported or disclosure in the notes to the financial statements remain applicable.  The amendments in this accounting standards update is effective for fiscal years and interim periods within those years beginning after December 15, 2011.  The adoption of this guidance will not have a material impact on the Company’s financial statements.

 

In June 2011, the FASB issued ASU 2011-05 to increase the prominence of other comprehensive income in the financial statements.  This accounting standards update provides that an entity that reports items of other comprehensive income either as a continuous single statements of comprehensive income containing two sections - net income and other comprehensive income - or in two separate but consecutive statements.  This accounting standards update is effective for fiscal years and interim periods within those years beginning after December 15, 2011. Other than presentational changes to the primary financial statements, the adoption of this guidance will not have a material impact on the Company’s financial statements.

 

In May 2011, the FASB and the International Accounting Standards Board issued a new accounting standard that amends the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. This accounting standard does not extend the use of fair value accounting but provides guidance on how it should be applied where its use is already required or permitted by other standards within U.S. GAAP or International Financial Reporting Standards. This accounting standards update is effective for fiscal years and interim periods within those years beginning after December 15, 2011.  The Company does not expect the adoption of this guidance will have a material impact on its financial statements.

 

*Recently Adopted Accounting Guidance*

 

In March 2011, the Securities and Exchange Commission issued Staff Accounting Bulletin (“SAB”) No. 114 to revise and rescind portions of the interpretive guidance included in the codification of the SAB Series.  The updates in the accounting bulletin represent updates to accounting guidance references and other conforming changes to ensure consistency of referencing throughout the SAB Series. The guidance is intended to harmonize interpretive guidance in the codified SABs with current authoritative guidance in the FASB’s ASC.  This standard was effective beginning March 28, 2011.  The adoption of this guidance did not have a material impact on the Company’s financial statements.

 

**2.****                           ****Property, plant and equipment, net**

 

The major classes of property, plant and equipment are as follows:

 

13

----

 
| ** **                                                        | ** ** | **December 31,** | ** ** |
|-------------------------------------------------------------------|------------|-----------------------|------------|
| ** **                                                        | ** ** | **2011**              | ** ** | **2010** | ** ** |
| ** **                                                        | ** ** | **$’000**        | ** ** | **$’000** | ** ** |
| ** **                                                        | ** ** | ** **            | ** ** | ** ** | ** ** |
| Land                                                              |       | 437                   |       | 437 |   |
| Installations                                                     |       | 1,263                 |       | 653 |   |
| Machinery and   equipment                                         |       | 1,418                 |       | 1,418 |   |
| Transport units                                                   |       | 2,522                 |       | 2,404 |   |
| Improvements to   locomotive and rolling stock assets under lease |       | 30,419                |       | 26,599 |   |
| Owned locomotives   and rolling stock                             |       | 3,221                 |       | 3,221 |   |
| Furniture and   fixtures                                          |       | 3,790                 |       | 3,068 |   |
| Works in progress                                                 |       | 1,725                 |       | 2,100 |   |
| Less: accumulated   depreciation                                  |       | (12,082               | )          | (8,872 | ) |
|                                                              |       | 32,713                |       | 31,028 |   |

 

The major classes of assets under capital leases included above are as follows:

 
| ** **                       | ** ** | **December 31,** | ** ** |
|----------------------------------|------------|-----------------------|------------|
| ** **                       | ** ** | **2011**              | ** ** | **2010** | ** ** |
| ** **                       | ** ** | **$’000**        | ** ** | **$’000** | ** ** |
| ** **                       | ** ** | ** **            | ** ** | ** ** | ** ** |
| Locomotives and   rolling stock  |       | 2,642                 |       | 2,340 |   |
| Less: accumulated   depreciation |       | (263                  | )          | (173 | ) |
|                             |       | 2,379                 |       | 2,167 |   |

 

**3.****                           ****Intangibles, net**

 

Intangibles consist of the following as of December 31, 2011 and 2010:

 
| ** **                             | ** ** | **Year ended December 31, 2011** | ** ** |
|----------------------------------------|------------|------------------------------------------------------|------------|
| ** **                             | ** ** | **Logo and   trademarks**                       | ** ** | **Software   and********licenses** | ** ** | **Total** | ** ** |
|                                   |       | **$’000**                                       |       | **$’000** |   | **$’000** |   |
| Carrying amount:                       |       |                                                 |       |   |   |   |   |
| Balance as of   January 1, 2011   |       | 122                                                  |       | 286 |   | 408 |   |
| Additions                              |       | —                                               |       | 46 |   | 46 |   |
| Transfers                              |       | —                                               |       | 16 |   | 16 |   |
|                                   |       |                                                 |       |   |   |   |   |
| Balance as at   December 31, 2011 |       | 122                                                  |       | 348 |   | 470 |   |
|                                   |       |                                                 |       |   |   |   |   |
| Accumulated   amortization:            |       |                                                 |       |   |   |   |   |
| Balance as of   January 1, 2011   |       | 42                                                   |       | 176 |   | 218 |   |
| Charge for the   period                |       | 4                                                    |       | 40 |   | 44 |   |
|                                   |       |                                                 |       |   |   |   |   |
| Balance as at   December 31, 2011 |       | 46                                                   |       | 216 |   | 262 |   |
|                                   |       |                                                 |       |   |   |   |   |
| Net book value:                        |       |                                                 |       |   |   |   |   |
| As at   December 31, 2010         |       | 80                                                   |       | 110 |   | 190 |   |
|                                   |       |                                                 |       |   |   |   |   |
| As at   December 31, 2011         |       | 76                                                   |       | 132 |   | 208 |   |

 

14

----

 
| ** **                             | ** ** | **Year ended December 31, 2010** | ** ** |
|----------------------------------------|------------|------------------------------------------------------|------------|
| ** **                             | ** ** | **Logo and   trademarks**                       | ** ** | **Software   and********licenses** | ** ** | **Total** | ** ** |
| ** **                             | ** ** | **$’000**                                       | ** ** | **$’000** | ** ** | **$’000** | ** ** |
| Carrying amount:                       |       |                                                 |       |   |   |   |   |
| Balance as of   January 1, 2010   |       | 122                                                  |       | 266 |   | 388 |   |
| Additions                              |       | —                                               |       | 20 |   | 20 |   |
| Transfers                              |       | —                                               |       | — |   | — |   |
|                                   |       |                                                 |       |   |   |   |   |
| Balance as at   December 31, 2010 |       | 122                                                  |       | 286 |   | 408 |   |
|                                   |       |                                                 |       |   |   |   |   |
| Accumulated   amortization:            |       |                                                 |       |   |   |   |   |
| Balance as of   January 1, 2010   |       | 38                                                   |       | 135 |   | 173 |   |
| Charge for the   period                |       | 4                                                    |       | 41 |   | 45 |   |
|                                   |       |                                                 |       |   |   |   |   |
| Balance as at   December 31, 2010 |       | 42                                                   |       | 176 |   | 218 |   |
|                                   |       |                                                 |       |   |   |   |   |
| Net book value:                        |       |                                                 |       |   |   |   |   |
| As at   December 31, 2009         |       | 84                                                   |       | 131 |   | 215 |   |
|                                   |       |                                                 |       |   |   |   |   |
| As at   December 31, 2010         |       | 80                                                   |       | 110 |   | 190 |   |

 

Amortization expense for the year ended December 31, 2011 was $44,000 (2010-$45,000; 2009-$42,000).

 

Estimated amortization expense for each of the years 2012 to 2016 is $44,000.

 

**4.****                           ****Working capital facilities**

 

Working capital facilities are composed of the following, all repayable within one year:

 
| ** **                   | ** ** | **December 31,** | ** ** |
|------------------------------|------------|-----------------------|------------|
| ** **                   | ** ** | **2011**              | ** ** | **2010** | ** ** |
| ** **                   | ** ** | **$’000**        | ** ** | **$’000** | ** ** |
|                         |       |                  |       |   |   |
| Working capital   facilities |       | 3,026                 |       | 3,570 |   |

 

Bank loans accrue an annual average interest rate of 4.36% (2010-4.95%).

 

The Company had approximately $6,000,000 of working capital lines of credit at December 31, 2011 (2010-$5,900,000) issued by various financial institutions and having various expiration dates, of which $2,974,000 was undrawn (2010-$2,330,000).

 

**5.****                           ****Accrued liabilities and deferred revenue**

 

A breakdown of accrued liabilities and deferred revenue is as follows:

 

15

----

 
| ** **                                       | ** ** | **December 31,** | ** ** |
|--------------------------------------------------|------------|-----------------------|------------|
| ** **                                       | ** ** | **2011**              | ** ** | **2010** | ** ** |
| ** **                                       | ** ** | **$’000**        | ** ** | **$’000** | ** ** |
| ** **                                       | ** ** | ** **            | ** ** | ** ** | ** ** |
| Value added tax                                  |       | 372                   |       | 173 |   |
| Other taxes                                      |       | 706                   |       | 309 |   |
| Employees’ length   of service compensation |       | 95                    |       | 80 |   |
| Vacation payable                                 |       | 557                   |       | 424 |   |
| Remuneration and   profit sharing payable        |       | 1,812                 |       | 717 |   |
| Advance payments   received from passengers      |       | 861                   |       | 524 |   |
| Deferred revenue                                 |       | 1,741                 |       | 1,203 |   |
| Provision for   purchases and services           |       | 479                   |       | 1,236 |   |
| Other accounts   payable                         |       | 275                   |       | 313 |   |
|                                             |       | 6,898                 |       | 4,979 |   |

 

**6.****                           ****Long-term debt, obligations under capital lease and fair value disclosures**

 

*(a)**                      **Long-term debt*

 

Long-term debt consists of the following:

 
| ** **                                                                                                                                                                             | ** ** | **December 31,** | ** ** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------|------------|
| ** **                                                                                                                                                                             | ** ** | **2011**              | ** ** | **2010** | ** ** |
| ** **                                                                                                                                                                             | ** ** | **$’000**        | ** ** | **$’000** | ** ** |
| ** **                                                                                                                                                                             | ** ** | ** **            | ** ** | ** ** | ** ** |
| Loans from banks   collateralized by property, plant and equipment payable over periods of 1 to   5 years, with a weighted average interest rate of 4.89% and 4.07%**,** respectively. |       | 5,464                 |       | 4,100 |   |
| Obligations under   capital lease (see Note 6(b))                                                                                                                                      |       | 727                   |       | 1,233 |   |
|                                                                                                                                                                                   |       | 6,191                 |       | 5,333 |   |
| Less: current   portion                                                                                                                                                                |       | 4,405                 |       | 2,069 |   |
|                                                                                                                                                                                   |       | 1,786                 |       | 3,264 |   |

 

Long-term debt obligations of the Company at December 31, 2011 totaling $2,625,000 have been classified within current liabilities, as it was out of compliance with a leverage covenant and a debt service coverage ratio covenant in its loan facilities.  Subsequent to December 31, 2011, the Company received a waiver on the debt service coverage ratio from the lender.  Discussions with the lender to bring the Company into compliance are continuing.

 

Deferred financing costs related to the above outstanding long-term debt were $88,802 at December 31, 2011 (2010-$124,529) and are amortized to interest expense over the term of the corresponding long-term debt.

 

The following is a summary of the aggregate maturities of long-term debt excluding obligations under capital leases at December 31, 2011:

 
| **Year ending December 31,** | ** ** | **$’000** | ** ** |
|---------------------------------------------|------------|----------------|------------|
| 2012                                        |       | 3,887          |       |
| 2013                                        |       | 1,262          |       |
| 2014                                        |       | 315            |       |
|                                        |       | 5,464          |       |

 

*(b)**                 **Obligations under capital leases*

 

The following is a summary of future minimum lease payments under capital leases together with the present value of the minimum lease payments at December 31, 2011:

 

16

----

 
| **Year ending December 31,**            | ** ** | **$’000** | ** ** |
|--------------------------------------------------------|------------|----------------|------------|
| ** **                                             | ** ** | ** **     | ** ** |
| 2012                                                   |       | 653            |       |
| 2013                                                   |       | 130            |       |
| 2014                                                   |       | 136            |       |
|                                                   |       |           |       |
| Minimum lease   payments                               |       | 919            |       |
| Less: amount of   interest contained in above payments |       | 192            |       |
|                                                   |       |           |       |
| Present value of   minimum lease payments              |       | 727            |       |
| Less: current   portion                                |       | 653            |       |
|                                                   |       | 74             |       |

 

The amount of interest deducted from minimum lease payments to arrive at the present value is the interest contained in each of the leases.

 

*(c)**                       **Fair value of financial instruments*

 

Certain methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate fair value. The carrying amount of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and working capital facilities approximates fair value because of the short maturity of those instruments. The fair value of debt is calculated by discounting back future interest and principal payments using a discount factor which reflects the Company’s current credit metrics. This factor is derived from credit analysis using inputs such as profit, cash generation, and level of debt.

 

The estimated fair values of the Company’s financial instruments as of December 31, 2011 and 2010 are as follows:

 
| ** **                                  | ** ** | **December 31, 2011** | ** ** |
|---------------------------------------------|------------|---------------------------------|------------|
| ** **                                  | ** ** | **Carrying   amount**           | ** ** | **Fair   value** | ** ** |
| ** **                                  | ** ** | **$’000**                  | ** ** | **$’000** | ** ** |
|                                        |       |                            |       |   |   |
| Cash and cash   equivalents                 |       | 4,310                           |       | 4,310 |   |
|                                        |       |                            |       |   |   |
| Accounts receivable                         |       | 6,146                           |       | 6,146 |   |
|                                        |       |                            |       |   |   |
| Working capital   facilities                |       | 3,026                           |       | 3,026 |   |
|                                        |       |                            |       |   |   |
| Accounts payable                            |       | 4,207                           |       | 4,207 |   |
|                                        |       |                            |       |   |   |
| Accrued liabilities                         |       | 6,898                           |       | 6,898 |   |
|                                        |       |                            |       |   |   |
| Long-term debt,   including current portion |       | 6,191                           |       | 6,201 |   |

 
| ** **                                  | ** ** | **December 31, 2010** | ** ** |
|---------------------------------------------|------------|---------------------------------|------------|
| ** **                                  | ** ** | **Carrying   amount**           | ** ** | **Fair   value** | ** ** |
| ** **                                  | ** ** | **$’000**                  | ** ** | **$’000** | ** ** |
|                                        |       |                            |       |   |   |
| Cash and cash   equivalents                 |       | 3,340                           |       | 3,340 |   |
|                                        |       |                            |       |   |   |
| Accounts receivable                         |       | 5,530                           |       | 5,530 |   |
|                                        |       |                            |       |   |   |
| Working capital   facilities                |       | 3,570                           |       | 3,570 |   |
|                                        |       |                            |       |   |   |
| Accounts payable                            |       | 4,172                           |       | 4,172 |   |
|                                        |       |                            |       |   |   |
| Accrued liabilities                         |       | 4,979                           |       | 4,979 |   |
|                                        |       |                            |       |   |   |
| Long-term debt,   including current portion |       | 5,333                           |       | 5,348 |   |

 

The carrying values of non-financial assets that are measured on a non-recurring basis approximate their fair values.

 

17

----

 

**7.****                           ****Income taxes**

 

The provision for income taxes consists of the following:

 
| ** **          | ** ** | **Year ended December 31,** | ** ** |
|---------------------|------------|--------------------------------------------|------------|
| ** **          | ** ** | **2011**                                   | ** ** | **2010** | ** ** | **2009** | ** ** |
| ** **          | ** ** | **$’000**                             | ** ** | **$’000** | ** ** | **$’000** | ** ** |
| ** **          | ** ** | ** **                                 | ** ** | ** ** | ** ** | ** ** | ** ** |
| Pre-tax income      |       | 12,835                                     |       | 8,060 |   | 15,496 |   |
|                |       |                                       |       |   |   |   |   |
| Current tax charge  |       | (3,273                                     | )          | (1,421 | ) | (2,702 | ) |
|                |       |                                       |       |   |   |   |   |
| Deferred tax charge |       | (586                                       | )          | (831 | ) | (1,400 | ) |
|                |       |                                       |       |   |   |   |   |
| Total               |       | (3,859                                     | )          | (2,252 | ) | (4,102 | ) |

 

The reconciliations of the Peru income tax rate to the Company’s effective tax rate for the three years ended December 31, 2011 are as follows:

 
| ** **              | ** ** | **Year ended December 31,** | ** ** |
|-------------------------|------------|--------------------------------------------|------------|
| ** **              | ** ** | **2011**                                   | ** ** | **2010** | ** ** | **2009** | ** ** |
| ** **              | ** ** | **%**                                      | ** ** | **%** | ** ** | **%** | ** ** |
| ** **              | ** ** | ** **                                 | ** ** | ** ** | ** ** | ** ** | ** ** |
| Peru income tax   rate  |       | 30                                         |       | 30 |   | 30 |   |
| Permanent   differences |       | —                                     |       | (2 | ) | (4 | ) |
|                    |       |                                       |       |   |   |   |   |
| Effective tax rate      |       | 30                                         |       | 28 |   | 26 |   |

 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.  The following represents the Company’s net deferred tax liabilities:

 
| ** **                              | ** ** | **December 31,** | ** ** |
|-----------------------------------------|------------|-----------------------|------------|
| ** **                              | ** ** | **2011**              | ** ** | **2010** | ** ** |
| ** **                              | ** ** | **$’000**        | ** ** | **$’000** | ** ** |
| ** **                              | ** ** | ** **            | ** ** | ** ** | ** ** |
| Provisions included   in books          |       | 282                   |       | 240 |   |
| Other deferred tax   assets             |       | —                |       | 40 |   |
|                                    |       |                  |       |   |   |
| Net deferred tax   assets               |       | 282                   |       | 280 |   |
|                                    |       |                  |       |   |   |
| Fixed assets and   intangibles          |       | (5,981                | )          | (5,345 | ) |
| Structure fee loans                     |       | (26                   | )          | (37 | ) |
| Exchange rate   related to fixed assets |       | (131                  | )          | (104 | ) |
| Other deferred tax   liabilities        |       | —                |       | — |   |
| Tia Maria project   expenses            |       | —                |       | (64 | ) |
|                                    |       |                  |       |   |   |
| Deferred tax   liabilities              |       | (6,138                | )          | (5,550 | ) |
|                                    |       |                  |       |   |   |
| Net deferred tax   liabilities          |       | (5,856                | )          | (5,270 | ) |

 

Net deferred tax liabilities are presented on the face of the balance sheet.  The Company required no provision in respect of uncertain tax positions under ASC 740 and believes that it is reasonably possible that within the next 12 months this provision will not change.

 

18

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**8.****                           ****Shareholders’ equity**

 

*(a)**                **Share capital and additional-paid in capital*

 

At December 31, 2011, the Company’s share capital consisted of 20,000,000 fully subscribed and paid shares (2010-20,000,000) with a par value of S/1.00 each, all carrying the same rights.

 

In May 2009, the Company recorded a capitalization of earnings from exposure to inflation in 1999 to 2004 amounting to 21,188 shares, equivalent to S/21,188. As of the capitalization date, earnings from exposure to inflation were included as part of common shares. As a consequence, no additional movement was required in the statements of shareholders’ equity.

 

Also in May 2009, the Company recorded a capitalization of retained earnings amounting to 19,776,812 shares, equivalent to S/19,776,812 ($6,625,398), increasing common shares at par value.

 

The shareholders of the Company are as follows:

 
| ** **                                 | ** ** | **Number of******** Shares** | ** ** | **Percent of******** Ownership** | ** ** |
|--------------------------------------------|------------|----------------------------------------|------------|--------------------------------------------|------------|
|                                       |       |                                   |       |                                       |       |
| Orient-Express   Hotels Ltd.               |       | 10,000,000                             |       | 50.00                                      |       |
| Peruvian   Trains & Railways S.A. |       | 10,000,000                             |       | 50.00                                      |       |
|                                       |       |                                   |       |                                       |       |
|                                       |       | 20,000,000                             |       | 100.00                                     |       |

 

*(b)**                 **Legal reserve*

 

In accordance with Peruvian law, a minimum 10% of the annual profits that can be distributed has to be transferred to a legal reserve until it equals 20% of the paid-in capital. The legal reserve can be used only to offset losses, but must be replenished and cannot be distributed as dividends, except in case of liquidation. The Company may capitalize the legal reserve but must replenish it in the year immediately after profits are obtained.

 

For the year ended December 31, 2010, the Company increased its legal reserve by the amount of $807,000, which has been set aside from the earnings corresponding to the 2010 period.  For the year ended December 31, 2011, the Company will increase its legal reserve by $821,000 in the year ending December 31, 2012.  Calculations of the legal reserve are based on locally prepared financial statements in accordance with “Ley General de Sociedades” in Peru.

 

*(c)**                  **Retained earnings*

 

Retained earnings may be capitalized or distributed as dividends, by resolution of the shareholders. The Company ́s distributable profits are limited to the amount of retained earnings available under local statutory provisions. As from 2003, dividends and any other form of distributed profit are subject to a withholding tax at a 4.1% rate on the distributed amount to be borne by the shareholders who are individuals, whether or not domiciled in Peru, or who are juridical persons not domiciled in Peru. Any dividends distribution must be proportionate to the shareholders’ contribution.

 

**9.****                           ****Employees’ profit sharing**

 

According to Peruvian law, employees have a share of 5% of the Company profits before income tax. Employees’ profit sharing is computed on the taxable net income balance of the year subject to tax, as assessed for local purposes.

 

**10.****                    ****Information by segments**

 

Accounting standards require that the Company present financial information by segments. Segments are determined by the form in which the management organizes the Company to make decisions and assess the business performance.  In this regard, management considers that the Company operates one single reportable segment.

 

**11.****                   ****Commitments and contingencies**

 

Outstanding contracts to purchase fixed assets were approximately $5,171,000 at December 31, 2011 (2010 - $nil).

 

19

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**12.****                    ****Supplemental cash flow information**

 
| ** **     | ** ** | **Year ended December 31,** | ** ** |
|----------------|------------|--------------------------------------------|------------|
| ** **     | ** ** | **2011**                                   | ** ** | **2010** | ** ** | **2009** | ** ** |
| ** **     | ** ** | **$’000**                             | ** ** | **$’000** | ** ** | **$’0****0****0** | ** ** |
|           |       |                                       |       |   |   |   |   |
| Cash paid for: |       |                                       |       |   |   |   |   |
| Interest       |       | 367                                        |       | 306 |   | 1,034 |   |
|           |       |                                       |       |   |   |   |   |
| Income taxes   |       | 964                                        |       | 2,048 |   | 3,356 |   |

 

**13.****                    ****Other comprehensive income**

 

The components of comprehensive income were as follows:

 
| ** **             | ** ** | **Year ended December 31,** | ** ** |
|------------------------|------------|--------------------------------------------|------------|
| ** **             | ** ** | **2011**                                   | ** ** | **2010** | ** ** | **2009** | ** ** |
| ** **             | ** ** | **$’000**                             | ** ** | **$’000** | ** ** | **$’000** | ** ** |
| ** **             | ** ** | ** **                                 | ** ** | ** ** | ** ** | ** ** | ** ** |
| Net earnings           |       | 8,976                                      |       | 5,808 |   | 11,394 |   |
|                   |       |                                       |       |   |   |   |   |
| Comprehensive   income |       | 8,976                                      |       | 5,808 |   | 11,394 |   |

 

**14.****                    ****Related party transactions**

 

Accounts receivable include non-interest bearing loans extended to the Company’s shareholders. The amount due from shareholders to the Company at December 31, 2011 was $476,825 (2010-$4,081,712).

 

Accounts receivable from Ferrocarril Transandino S.A. for working capital, according to estimates, will start to be paid in 2011. The amount due from Ferrocarril Transandino S.A. at December 31, 2011 was $8,133,096 (2010-$7,733,398).

 

The amount due to Ferrocarril Transandino S.A. at December 31, 2011 was $51,580 (2010-$78,958) and relates to the invoicing for the access and use of the railway, locomotives and rolling stock, stations and yards, and loans.  These accounts accrue no interest. In 2011, the Company received services from Ferrocarril Transandino S.A. in the amount of $18,980,248 (2010-$15,076,132; 2009-$20,218,000), including the value added tax (2011-18%; 2009 and 2008-19%).

 

The amount due to Orient-Express Peru S.A. at December 31, 2011 was $1,903,982 (2010-$1,340,664) relating to the invoicing of management fees and expense reimbursements established in the current management agreement.

 

The amount due to Peru OEH S.A. at December 31, 2011 was $296,358 (2010-$2,374,850) relating to temporary working capital facilities provided, which accrues no interest and will be paid in 2012.

 

20

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
| Dated:   June 13, 2012 |   |                                                    |
|-----------------------------|--------|---------------------------------------------------------|
|                        |   |                                                    |
| ** **                  |   | ORIENT-EXPRESS   HOTELS LTD.                            |
|                        |   |                                                    |
| ** **                  | By:    | /s/ Martin O’Grady                                 |
|                        |   | Martin O’Grady                                     |
|                        |   | Vice President—Finance and Chief Financial Officer |
|                             |        |                                                         |  |  |

 

**EXHIBIT INDEX**

 
| **Exhibit********No.** | ** ** | **Incorporated by********Reference to**                                                                              | ** ** | **Description**                                                                                                                                                                        |
|------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **             | ** ** | ** **                                                                                                                     | ** ** | ** **                                                                                                                                                                             |
| 3.1                    |       | Exhibit 3.2   to June 15, 2011 Form 8-K/A Current Report (File No. 1-16017)                                |       | Memorandum   of Association and Certificate of Incorporation of Orient-Express Hotels Ltd.                                                                                             |
|                   |       |                                                                                                                           |       |                                                                                                                                                                                   |
| 3.2                    |       | Exhibit 3.2   to June 15, 2007 Form 8-K Current Report (File No. 1-16017)                                  |       | Bye-Laws   of Orient-Express Hotels Ltd.                                                                                                                                               |
|                   |       |                                                                                                                           |       |                                                                                                                                                                                   |
| 3.3                    |       | Exhibit 1   to April 23, 2007 Amendment No. 1 to Form 8-A Registration Statement   (File No. 1-16017) |       | Rights   Agreement dated June 1, 2000, and amended and restated April 12,   2007, between Orient-Express Hotels Ltd. and Computershare Trust Company   N.A., as Rights Agent |
|                   |       |                                                                                                                           |       |                                                                                                                                                                                   |
| 3.4                    |       | Exhibit 4.2   to December 10, 2007 Form 8-K Current Report (File   No. 1-16017)                            |       | Amendment   No. 1 dated December 10, 2007 to Amended and Restated Rights   Agreement (Exhibit 3.3)                                                                      |
|                   |       |                                                                                                                           |       |                                                                                                                                                                                   |
| 3.5                    |       | Exhibit 4.3   to May 27, 2010 Form 8-K Current Report (File 1-16017)                                            |       | Amendment   No. 2 dated May 27, 2010 to Amended and Restated Rights Agreement   (Exhibit 3.3)                                                                           |
|                   |       |                                                                                                                           |       |                                                                                                                                                                                   |
| 4.1                    |       | Exhibit 1.1   to November 3, 2010 Form 8-K Current Report (File No. 1-16017)                               |       | Secured   Facility Agreement dated October 28, 2010 for Orient-Express Hotels Ltd.   and certain subsidiaries arranged by Barclays Bank PLC and other banks                       |

 

The registrant has no instrument with respect to long-term debt not listed above under which the total amount of securities authorized exceeds 10% of the total assets of the registrant on a consolidated basis.  The registrant agrees to furnish to the SEC upon request a copy of each instrument with respect to long-term debt not filed as an exhibit to this report.

 
| 10.1   |   | Exhibit 10.1   to 2008 Form 10-K Annual Report (File No. 1-16017)              |   | Orient-Express   Hotels Ltd. 2000 Stock Option Plan              |   |
|--------|--------|-----------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------|--------|
|   |   |                                                                                          |   |                                                             |   |
| 10.2   |   | Exhibit 10.2   to 2008 Form 10-K Annual Report (File No. 1-16017)              |   | Orient-Express   Hotels Ltd. 2004 Stock Option Plan              |   |
|   |   |                                                                                          |   |                                                             |   |
| 10.3   |   | Exhibit 10.3   to 2008 Form 10-K Annual Report (File No. 1-16017)              |   | Orient-Express   Hotels Ltd. 2007 Performance Share Plan         |   |
|   |   |                                                                                          |   |                                                             |   |
| 10.4   |   | Exhibit 10.4   to 2009 Form 10-K Annual Report (File 1-16017)                       |   | Orient-Express   Hotels Ltd. 2007 Stock Appreciation Rights Plan |   |
|   |   |                                                                                          |   |                                                             |   |
| 10.5   |   | Exhibit 10.1   to June 7, 2012 Form 8-K Current Report (File No. 1-16017) |   | Orient-Express   Hotels Ltd. 2009 Share Award and Incentive Plan |   |

 

21

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| **Exhibit********No.** | ** ** | **Incorporated by********Reference to**                                             | ** ** | **Description**                                                                                                                                                                                                                                                                                                             |
|------------------------|------------|-----------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **             | ** ** | ** **                                                                                    | ** ** | ** **                                                                                                                                                                                                                                                                                                                  |
| 10.6                   |       | Exhibit 10.3   to 2004 Form 10-K Annual Report (File No. 1-16017)              |       | Amended   and Restated Agreement Regarding Hotel Cipriani Interests dated   February 8, 2005 between James B. Sherwood, Hotel Cipriani S.r.l. and   Orient-Express Hotels Ltd.                                                                                                                                         |
|                   |       |                                                                                          |       |                                                                                                                                                                                                                                                                                                                        |
| 10.7                   |       | Exhibit 10.4   to 2004 Form 10-K Annual Report (File No. 1-16017)              |       | Amended   and Restated Right of First Refusal and Option Agreement Regarding Indirectly   Held Hotel Cipriani Interests dated February 8, 2005 between James B.   Sherwood and Orient-Express Hotels Ltd.                                                                                                              |
|                   |       |                                                                                          |       |                                                                                                                                                                                                                                                                                                                        |
| 10.8                   |       | Exhibit 10.11   to 2006 Form 10-K Annual Report (File No. 1-16017)             |       | Form of   Severance Agreement between Orient-Express Hotels Ltd. and each of Filip   Boyen (dated December 1, 2006), Roger Collins (dated December 1,   2006), Martin O’Grady (dated November 15, 2007), Philip Calvert (dated   December 5, 2008) and Roy Paul (dated February 1, 2011) |
|                   |       |                                                                                          |       |                                                                                                                                                                                                                                                                                                                        |
| 10.9                   |       | Exhibit 10.12   to 2006 Form 10-K Annual Report (File No. 1-16017)             |       | Form of   Severance Agreement between Orient-Express Hotels Ltd. and each of Edwin   Hetherington (dated December 1, 2006), David Williams (dated   December 1, 2006) and Richard Levine (dated February 21, 2012)                                                                                      |
|                   |       |                                                                                          |       |                                                                                                                                                                                                                                                                                                                        |
| 10.10                  |       |                                                                                          |       | Form of   Indemnity Agreement between Orient-Express Hotels Ltd. and each of its   non-executive directors (John Campbell, Mitchell Hochberg, Prudence Leith,   Robert Lovejoy and Georg Rafael dated October 30, 2009, and Harsha Agadi   and Philip Mengel dated June 9, 2011) *                           |
|                   |       |                                                                                          |       |                                                                                                                                                                                                                                                                                                                        |
| 11                     |       |                                                                                          |       | Statement   of computation of per share earnings *                                                                                                                                                                                                                                                                          |
|                   |       |                                                                                          |       |                                                                                                                                                                                                                                                                                                                        |
| 12                     |       |                                                                                          |       | Statement   of computation of ratios *                                                                                                                                                                                                                                                                                      |
|                   |       |                                                                                          |       |                                                                                                                                                                                                                                                                                                                        |
| 14                     |       |                                                                                          |       | Code   of Business Conduct and Ethics for Directors, Officers and Employees of   Orient-Express Hotels Ltd. *                                                                                                                                                                                                               |
|                   |       |                                                                                          |       |                                                                                                                                                                                                                                                                                                                        |
| 21                     |       |                                                                                          |       | Subsidiaries   of Orient-Express Hotels Ltd. *                                                                                                                                                                                                                                                                              |
|                   |       |                                                                                          |       |                                                                                                                                                                                                                                                                                                                        |
| 23.1                   |       |                                                                                          |       | Consent   of Deloitte LLP relating to Form S-3 Registration Statement   No. 333-165092 and Form S-8 Registration Statements   No. 333-58298, No. 333-129152, No. 333-147448,   No. 333-161459 and No. 333-168588 *                                                                  |
|                   |       |                                                                                          |       |                                                                                                                                                                                                                                                                                                                        |
| 23.2                   |       |                                                                                          |       | Consent   of Pazos, López de Romaña,   Rodriguez S.C.relating to Form S-3 Registration Statement   No. 333-165092 and Form S-8 Registration Statements   No. 333-58298, No. 333-129152, No. 333-147448,   No. 333-161459 and No. 333-168588                               |
|                   |       |                                                                                          |       |                                                                                                                                                                                                                                                                                                                        |
| 31                     |       |                                                                                          |       | Rule 13a-14(a)/15d-14(a) Certifications                                                                                                                                                                                                                                                                           |
|                   |       |                                                                                          |       |                                                                                                                                                                                                                                                                                                                        |
| 32                     |       |                                                                                          |       | Section 1350   Certification                                                                                                                                                                                                                                                                                           |
|                   |       |                                                                                          |       |                                                                                                                                                                                                                                                                                                                        |
| 99.1                   |       |                                                                                          |       | Corporate   Governance Guidelines of Orient-Express Hotels Ltd. *                                                                                                                                                                                                                                                           |
|                   |       |                                                                                          |       |                                                                                                                                                                                                                                                                                                                        |
| 99.2                   |       | Exhibit 99.1   to June 1, 2010 Form 8-K Current Report (File No. 1-16017) |       | Judgment   of Bermuda Supreme Court dated June 1, 2010 in D.E. Shaw Oculus   Portfolios LLC et al. vs. Orient-Express Hotels Ltd. et al.                                                                                                                                                                               |
|                   |       |                                                                                          |       |                                                                                                                                                                                                                                                                                                                        |
| 101                    |       |                                                                                          |       | Interactive   data file *                                                                                                                                                                                                                                                                                                   |

 

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* Previously Filed

 

22

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