-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TlIHuQtETueabfks3XAw/iLK63I1WD+NFGjp3Ztpz3SxHyKZ+gvK2Ih/UR5xX1kf 6CcmRY5rBhsiBvfBwpDbnQ== 0001047469-04-007866.txt : 20040315 0001047469-04-007866.hdr.sgml : 20040315 20040315103946 ACCESSION NUMBER: 0001047469-04-007866 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEA CONTAINERS LTD /NY/ CENTRAL INDEX KEY: 0000088095 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 980038412 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07560 FILM NUMBER: 04668031 BUSINESS ADDRESS: STREET 1: 41 CEDAR AVE STREET 2: P O BOX HM 1179 CITY: HAMILTON HM EX BERMU STATE: D0 BUSINESS PHONE: 4412952244 MAIL ADDRESS: STREET 1: 41 CEDAR AVE STREET 2: PO BOX HM 1179 CITY: HAMILTON HM EX BERMU STATE: D0 FORMER COMPANY: FORMER CONFORMED NAME: SEA CONTAINERS ATLANTIC LTD DATE OF NAME CHANGE: 19810817 10-K 1 a2129410z10-k.htm 10-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 10-K


(Mark One)  

ý

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2003

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 1-7560


SEA CONTAINERS LTD.
(Exact name of registrant as specified in its charter)

BERMUDA
(State or other jurisdiction of
incorporation or organization)
  98-0038412
(I.R.S. Employer
Identification No.)

22 VICTORIA STREET, P.O. BOX HM 1179
HAMILTON HM EX, BERMUDA

(Address of principal executive offices)

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


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

Title of each class

  Name of each exchange
on which registered


   
103/4% Senior Notes Due 2006   New York Stock Exchange    
13% Senior Notes Due 2006   New York Stock Exchange    
77/8% Senior Notes Due 2008   New York Stock Exchange    
121/2% Senior Notes Due 2009   New York Stock Exchange    
121/2% Senior Subordinated Debentures Due 2004, Series A and B   New York Stock Exchange    
Class A and Class B Common Shares, $0.01 par value each   New York Stock Exchange
Pacific Exchange
   
Preferred Share Purchase Rights   New York Stock Exchange
Pacific Exchange
   

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


        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 ý    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 the 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 3.)

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ý    No o

        The aggregate market value of the Class A and B common shares held by nonaffiliates of the registrant computed according to the closing prices on June 30, 2003 (the last business day of the registrant's second fiscal quarter in 2003) was approximately $250,000,000.

        As of March 5, 2004, 21,510,029 Class A common shares and 14,413,295 Class B common shares of the registrant were outstanding (including 12,900,000 Class B shares owned by a subsidiary of the registrant (see Note 16(e) to the Financial Statements (Item 8))).


DOCUMENTS INCORPORATED BY REFERENCE: None.




        Preliminary Note:    Forward-looking statements concerning the operations, performance, financial condition, plans and prospects of Sea Containers Ltd. and its subsidiaries are based on management's current expectations and are subject to various risks and uncertainties. Actual results could differ materially from those anticipated in the statements due to a number of factors, including those described in Item 1—Business, Item 3—Legal Proceedings, Item 7—Management's Discussion and Analysis, Item 7A—Quantitative and Qualitative Disclosures about Market Risk, and Item 12—Security Ownership of Certain Beneficial Owners and Management below. Sea Containers Ltd. undertakes no obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.

2




PART I

ITEM 1. Business

        Sea Containers Ltd. (the "Company" and, together with its subsidiaries, "SCL") is incorporated in the Islands of Bermuda and is a "foreign private issuer" as defined in Rule 3b-4 under the Securities Exchange Act of 1934 (the "1934 Act") and in Rule 405 under the Securities Act of 1933. As a result, it is eligible to file this annual report on Form 20-F (in lieu of Form 10-K) and to file its interim reports on Form 6-K (in lieu of Forms 10-Q and 8-K). However, the Company elects to file its annual and interim reports on Forms 10-K, 10-Q and 8-K, and does so as those forms apply to foreign private issuers.

        These reports and amendments to them are available free of charge on the internet website of the Company as soon as reasonably practicable after they are filed electronically with the U.S. Securities and Exchange Commission ("SEC"). The internet website address is http://www.seacontainers.com.

        Pursuant to Rule 3a12-3 regarding foreign private issuers, the proxy solicitations of the Company are not subject to the disclosure and procedural requirements of Regulation 14A under the 1934 Act, and transactions in its equity securities by its officers, directors and significant shareholders are exempt from Section 16 of the 1934 Act.

Introduction

        SCL is engaged in four main businesses. The first is ferry operations mainly involving passenger and vehicle ferry services in the northern Baltic Sea, English Channel and Irish Sea. The second is passenger rail services in Britain between London and Scotland. The third is the leasing of cargo containers, principally through SCL's unconsolidated 50%/50% GE SeaCo SRL joint venture ("GE SeaCo") with General Electric Capital Corporation, to a diversified customer base of liner ship operators and others throughout the world, and the manufacture and repair of container equipment. The fourth business is ownership and/or part ownership and management of hotels, restaurants, tourist trains and river cruiseship located throughout the world through Orient-Express Hotels Ltd., an unconsolidated company in which SCL owns a 42% equity interest ("OEH"). In addition, SCL engages in property development, perishable commodity production and trading, and publishing.

        Revenue, operating earnings and identifiable assets of SCL in 2001, 2002 and 2003 for its business segments and (to the extent possible) for its geographic areas are presented in Note 21 to the Financial Statements (Item 8 below).

        SCL employed a total of approximately 9,200 persons in its various activities at December 31, 2003, plus another 5,500 persons by GE SeaCo, OEH and their respective subsidiaries.


FERRY OPERATIONS

        SCL provides passenger and freight ferry services in the northern Baltic Sea between Finland, Sweden, Estonia, Germany and Russia, in the English Channel between England and France, and in the northern Irish Sea between Scotland and Northern Ireland. It also owns a commuter ferry service operating in New York harbor, and a 50% interest in a seasonal ferry service in the Adriatic Sea. SCL's ferry operations are shown on the map on the following page.

3


MAP

4


        In Europe and Scandinavia, these primarily involve the deployment of roll-on, roll-off ("ro-ro") vessels carrying passengers and accompanied vehicles (cars, buses and trucks) and the provision of catering, retail and other services both on board and in the terminals. SCL transports cars, small buses and light trucks on all of its routes and heavier freight traffic including rail cars in the northern Baltic Sea. Linkspans at the ports connect to the ships and allow drive-through loading and unloading. Passengers travel with their vehicles or on foot, some connecting by rail or bus service. The New York ferries transport only passengers. SCL currently operates on a total of 16 regularly scheduled routes using 25 active vessels. In 2003, SCL transported approximately 8.2 million passengers and 1.0 million vehicles on these routes.

    Fast Ferries

        Many of SCL's ferries travel at high speed, faster than conventional ferries. SCL owns four 74-meter catamarans called "SeaCats" built in 1990 and 1991 and two larger 81-meter SeaCats built in 1996. These six vessels are similar to conventional catamarans except that the hulls are designed to pierce the waves, rather than ride over them, and have normal operating speeds of about 35 knots. Each of the four smaller ones carries up to 600 passengers and 70 cars, while the two larger ones carry 650 passengers and 140 cars. They feature spacious passenger areas, shopping on board, an aft passenger deck and lounge with buffet serving light meals, and an observation deck behind the bridge. The SeaCats have relatively low capital cost, operate with fuel efficient waterjets and require smaller crews compared to conventional ferries of similar capacity.

        SCL also owns four 100-meter monohull fast ferries built in 1997 and 1999. Each transports 700 passengers and 160 cars at an operating speed of 38 knots propelled by steering waterjets. Because of their larger size and capacity, these ships are called "SuperSeaCats" and have more extensive passenger seating on two decks, a business class lounge, separate shops and larger food service and bar areas than the SeaCats.

    Northern Baltic Sea Services

        In 1999, SCL acquired 50% of the shares in Silja Oyj Abp ("Silja") which was a Finnish public company listed on the Helsinki Exchanges. During 2002, SCL acquired the other 50% of this company making it a wholly-owned subsidiary. See Note 4(a) to the Financial Statements. Silja operates five large cruise ferries, three combined ro-ro freight and passenger ("ro-pax") ferries, two SuperSeaCats and a cruiseship, all in the northern Baltic Sea, and charters out a second cruiseship.

        Four of Silja's cruise ferries are deployed on routes between both Helsinki and Turku, Finland and Stockholm, Sweden making one round trip every 24 or 36 hours. One of the Turku ships calls at Kapellskar, Sweden in the fall, winter and spring instead of Stockholm. The fifth cruise ferry operated in 2003 between Helsinki and Tallin, Estonia and onward to Rostock, Germany in the summer and, after refurbishment, will operate in 2004 on two round trips per week between Rostock, Tallinn and St. Petersburg, Russia.

        Trading as "Silja Line", these five ships are all spacious high quality multipurpose vessels built or substantially upgraded in the 1990s to cruiseship standards with passenger capacity of 1,700 to 3,100 persons and car and ro-ro freight capacity of 700 to 900 lane-meters. Passenger amenities include many on board restaurants and bars ranging from self-service cafeterias and pubs to gourmet restaurants, wine bars and night clubs, numerous shops ranging from specialized boutiques to duty-free supermarkets, a total of 4,200 cabins ranging from comfortable single bedrooms to luxury suites, and extensive business meeting and conference facilities. Duty-free shopping is available on the routes these five ships sail, an important component of Silja revenue.

        In addition, Silja deploys three ro-pax ships with limited accommodation for 200 to 400 passengers between Turku and Stockholm and between Helsinki and Tallinn trading as "SeaWind Line". Two of

5



these ships were built in the 1970s and the third in 1986. They carry between 850 and 1,700 lane-meters of freight including rail cars.

        Silja operates two of SCL's SuperSeaCats in the spring, summer and fall on the Helsinki-Tallinn route when ice conditions permit, each making between three or four daily round trips in 90 minutes each way.

        Silja also owns two modern medium-sized cruiseships built in the 1990s with passenger capacity of 600 and 1,400. The smaller one is on long-term charter to a third party expiring late 2004. Silja operates the larger ship on Baltic Sea cruises out of Helsinki to Tallinn, St. Petersburg, Visby, Sweden, and Riga, Latvia.

        All 12 of the Silja ships are owned by Silja or SCL, in one of which a third party owns a minority interest. Silja owns its terminal at Turku and either leases the terminals or has operating agreements at the other ports it serves.

    English Channel Services

        Through its Hoverspeed Ltd. subsidiary ("Hoverspeed"), SCL operates up to three SeaCats on the shortest route to France across the English Channel between Dover and Calais during the spring, summer and fall. Frequency ranges up to 15 round trips daily in the high season. Crossings take as little as 50 minutes compared to approximately 75 minutes for the conventional ferry competition. Hoverspeed also provides a seasonal service with one SuperSeaCat between Newhaven in England and Dieppe, France, with up to three daily round trips and a crossing time of two hours. Until the end of 2003, Hoverspeed operated year round on the Dover-Calais route but changed to a seasonal service to save costs in the winter low season. Early in 2003, Hoverspeed discontinued a former service between Dover and Ostend, Belgium. These measures were part of the restructuring of SCL's fast ferry activities in 2003. See Note 3(b) to the Financial Statements.

        Hoverspeed has exclusive use of its terminals and berths (except at Newhaven) which it occupies under lease or operating agreement with the local port authority. Most of these offer passengers extensive shopping, cafes and bars and other travel amenities.

        In 2002, a U.K. judicial review determined that British Customs & Excise ("Customs") had acted unlawfully in detaining many Hoverspeed passengers and their goods and cars in Dover as they returned with duty-paid merchandise bought in other European Union countries and intended for personal use by the passengers in Britain. In summary, the courts determined that passengers could be permissibly detained under legislation governing the free movement of persons and duty-paid goods within the EU only if Customs officials had reasonable grounds to believe the goods were being imported for a commercial purpose, thus subjecting them to British tax, and not for personal use. Hoverspeed initiated this review because it believed the Customs action following the end of the duty-free shopping in the EU in 1999 was discouraging passengers from travelling on Hoverspeed and damaging its business. On the basis of the judicial review, Hoverspeed is planning to bring a substantial compensation claim against Customs, although no court proceeding has yet been initiated and there is no assurance that Hoverspeed will recover substantial damages.

    Northern Irish Sea Services

        SCL operates a seasonal service with one of the larger SeaCats between Troon, Scotland (near Glasgow) and Belfast, Northern Ireland with up to three daily round trips. The Belfast-Troon crossing time is about two and a half hours. The berths and terminal facilities are leased from the local port authorities and are used exclusively by the service. As with the Dover-Calais service of Hoverspeed, SCL operated on Troon-Belfast year round until the end of 2003 when it switched to a seasonal service in order to save costs. See Note 3(b) to the Financial Statements.

6


        In July 2003, SCL sold to a third party its principal ferry operation in the Irish Sea, its Isle of Man Steam Packet Co. Ltd. subsidiary serving Douglas on the Isle of Man from four locations in Britain and Ireland as well as operating a seasonal service directly between Liverpool and Dublin. The sale included one of SCL's SeaCats and the purchaser has chartered on a long-term basis one of SCL's SuperSeaCats. See Note 3(a) to the Financial Statements. A pro forma statement of consolidated operations of SCL for the year ended December 31, 2003 reflecting this sale and the application of the sale proceeds as if the transaction had occurred on January 1, 2002 is filed as Exhibit 99(c) to this report.

    Other Ferry and Related Activities

        SCL's New York harbor commuter ferry service, called "SeaStreak", originates from two locations near Sandy Hook, New Jersey and from a third location in South Amboy, New Jersey to public piers in Manhattan. Six high speed passenger-only catamarans, four built in 2001–2004 each transporting 400 passengers and two built in 1989 each transporting 300 passengers, make the crossings in 45 minutes. A 150-passenger monohull craft built in 1980 and formerly operated on a discontinued route is now used for charters. SeaStreak timecharters in its seven vessels from unaffiliated parties under long-term agreements. It owns one of its New Jersey berths and leases the others, each having extensive car parking space for commuters. Between rush hours and on weekends, SeaStreak operates special excursions and private charters with the vessels.

        In a 50%/50% joint venture with a third party, SCL operates a daily round trip service in the summer between Ancona, Italy and Split, Croatia across the Adriatic Sea with a crossing time of about four hours each way. The joint venture owns a high speed catamaran ferry for the service, built in 1996 and carrying 675 passengers and 150 cars, or 60 cars and ten buses. In 2004, the joint venture plans to operate a new service between Pescara, Italy and Split with a SeaCat chartered from SCL.

        Related to its ferry activities, SCL owns a small firm of naval architects and marine engineers called Hart, Fenton & Co. Ltd. who work on a contract basis for SCL and other shipowners. Another subsidiary called Sea Containers Chartering Ltd. acts as chartering and sales agents for shipowners including any surplus vessels of SCL not currently employed in its ferry services.

    Sales and Marketing

        Ferry fares vary depending on the route, type of traffic, degree of competition and seasonality of demand. For fast ferry services, SCL generally seeks to charge at least a small premium over competing conventional ferry operators. The cheapest fares usually apply during seasonally low operating periods to encourage demand. Special promotional fares are available throughout the year on certain sailings even during peak travel periods. Fares are not government regulated. Computerized yield management systems seek to maximize revenue on each sailing based on existing bookings, planned capacity and forecast demand.

        Tickets for passengers and cars are sold through the services' websites (for example, www.silja.com and www.hoverspeed.com) and local sales offices, by telephone and mail order, at the ports and certain railway stations, and through commercial travel agents. Marketing staffs work closely with sales agents, bus and rail operators, hotel groups, tour operators and government tourist authorities to promote the ferry services. Brochures distributed widely in the local travel industry describe the services, schedules, fares and inclusive holiday packages. Hoverspeed and Silja also offer frequent traveller programs to encourage repeat customer loyalty.

7


        Promotional activities consist principally of local television, radio and print advertising. Each of the ferry services (other than SeaStreak) targets motorist traffic, and foot passengers connecting by train or bus service. Compared to conventional ferry operators, SCL projects the benefits of its fast ferries offering high speed, frequent departures, fast connection times, exclusive terminal facilities, and superior customer care at booking, check-in and on board. On routes where SCL's fast ferries compete directly with conventional ferries, market share has been established in part by creating new demand in the form of day trips and business travel by sea. Silja emphasizes the mini-cruise atmosphere of its sailings during which passengers enjoy shopping, dining, entertainment and hotel services, including passengers on board attending one or two day business conferences at sea.

        Silja's freight services are marketed through its own sales personnel who regularly call on major customers. These are principally trucking companies and freight forwarders which transport goods door-to-door. Most sales are on a volume discount basis. Silja also transports rail cars through a joint venture, in which it has a one-third interest, with the state-owned railways in Finland and Sweden.

    Competition

        The ferry industry is highly competitive. Silja competes with eight ferry companies in the northern Baltic Sea. Hoverspeed competes with six conventional ferry companies between southern Britain and the European Continent, three of which cross the Dover Strait, and also with Eurotunnel under the English Channel. There are five competing ferry operators between Britain and Ireland, including three running fast ferries. SeaStreak competes with another commuter ferry service from eastern New Jersey to Manhattan as well as road and rail commuter services. Silja's modern cruise ferries and the high quality and variety of its on board services, and SCL's high speed car ferries, short crossing times and superior customer service, are important factors in this competitive environment. Airlines compete for passenger traffic on many routes.

        The principal effect of all this competition is to limit pricing power on the various routes. An increase in competition on any of the routes could adversely affect pricing or passenger traffic volume, thereby reducing revenues. Also, some competitors have lower labor costs giving them an operating cost advantage. For example, the wage scales of on board personnel of Silja's Swedish and Finnish flagged ferries are generally higher than its Estonian flagged competitors, although in 2002 Sweden and Finland reduced payroll taxes for on board personnel thus reducing this wage scale differential and Silja's payroll costs.

    Certain Trading Factors

        SCL and Silja collectively own 20 active ships which are financed under mortgage loans or lease financings. See Note 10 to the Financial Statements. SCL owns a 50% interest in the Adriatic ferry, and the seven SeaStreak ferries are timechartered in. The ships are maintained in good condition in compliance with regulatory requirements, are operated in compliance with applicable safety/environmental laws and regulations, and are insured against usual risks for such amounts as management deems adequate. Their operating certificates and licenses are renewed periodically during each vessel's required annual survey. Maintenance costs of the older fast ferries have risen in recent years to correct instances of metal corrosion and cracking, and these costs are expected to remain high as the fast ferry fleet ages.

        The operation of ships at sea is inherently risky, and the consequences of accidents may exceed the insurance coverage in place or result in a fall in passenger volume because of a possible adverse impact on the public's perception of ferry safety. Also, government regulation of ships particularly in the areas of safety and environmental impact may change in the future and require significant capital expenditure to keep the ships in SCL's and Silja's fleets in compliance.

8



        Retail sales to passengers of wine, spirits, perfume, tobacco and other products are an important component of ferry revenue on many of the routes. Duty-free shopping by passengers travelling between European Union countries ended in 1999, and the profitability of affected routes fell because margins are less on duty-paid merchandise. Also, passenger and car volumes declined particularly on SCL's cross-Channel routes below 1999 levels because of the absence of duty-free shopping and because fares were increased to try to maintain profitability. Silja has been less affected by the abolition of duty-free sales because all of its sailings to and from Sweden call at the nearby Åland Islands of Finland where the duty-free exemption continues due to the islands' fiscal status outside the European Union. Also the Rostock-Tallinn-St. Petersburg route remains duty-free, as well as the Helsinki-Tallinn route until May 2004 when Estonia joins the European Union.

        In 2001, parts of mainland Britain suffered a foot and mouth disease outbreak. Areas were quarantined and affected livestock was killed. As a result, tourism in Britain suffered because of negative publicity and cancellations of annual sporting and other public events during the spring and summer. SCL's ferry services to and from the Continent and Ireland were adversely affected because tourist passenger and car volumes declined. The epidemic ended in the latter part of 2001. Generally speaking, SCL's ferry traffic fluctuates with levels of tourism to Britain and may decline if events affecting tourism like the foot and mouth epidemic happen again. Traffic may be similarly affected by threats of terrorism or war, discouraging travel by tourists and their cars.

        A particular characteristic of the ferry market in North Europe and Scandinavia is the seasonality of demand, principally because volumes are linked to tourism. Approximately half of the passengers using ferry services to and from Britain, for example, travel during the June-September period. The freight market tends not to be seasonal. The historical and expected pattern of operating results from the collective ferry activities of SCL is a loss in the first quarter each year and either a loss or breakeven result in the fourth quarter.

        Fuel is a significant expense of ferry operations, so that rising fuel prices may adversely affect profitability. Fuel may be purchased forward at predetermined prices and fuel surcharges on passenger and vehicle fares may be introduced in an effort to mitigate these increased costs, but these measures may not prevent a fall in profits.

        Fuel price protests, as occurred in 2000 at French and British ports served by the ferries, may disrupt traffic flow for short periods and result in cancellations. Road and port blockades in the future, arising from fuel protests or other reasons, such as third party strike activity, may have similar effects resulting in loss of carryings.

        Other important factors affecting the performance of SCL's and Silja's ferry operations are competitive pressure on ticket prices, travel convenience of departure timings, adverse weather conditions disrupting service schedules and increasing fuel consumption, regional economic and political conditions, foreign exchange rate fluctuations in countries served by the ferries, fluctuating prices in the ship sale and purchase market, lower labor costs of certain competitors, industrial relations mainly with Silja's unionized personnel, and civil unrest at the ports and regions served by the ferries. The interaction of many of these factors differs on each route and the profitability of individual routes may change from year to year. Also, the opening of new routes by SCL can be unprofitable in early years because of the need to build up traffic over time while incurring added marketing, administration and other start-up costs.

        Silja employs about 3,500 staff on board ship and on shore, most of whom are unionized. The shipping industry in Finland and Sweden is susceptible to industrial action due to the strong influence of maritime trade unions, resulting both from direct disputes and from sympathetic industrial action which legislation in those countries permits. While management believes Silja has satisfactory relations with its work force, Silja may be adversely affected by future industrial action against efforts to reduce labor costs, restrain wage increases or modify work practices.

9



        Retail prices of alcoholic beverages in the state monopoly shops in Finland and Sweden, including excise taxes, are very high compared to retail prices in other European Union countries. The import of lower cost duty-paid alcoholic beverages bought by private individuals in other EU countries consequent upon harmonization of national import quantity restrictions will gradually result in a reduction of prices in Finland and Sweden. Lower retail prices in the shops on land will require duty-free shops on board ferries to lower their prices to maintain their competitive advantage and, therefore, will likely lead to lower profit margins. This could adversely affect Silja's financial results because a large part of Silja's revenue is generated by sales made in shops on board, about half of which is attributable to liquor, wine and beer.


RAIL OPERATIONS

        Under a franchise agreement awarded by the predecessor of the Strategic Rail Authority ("SRA") of the British government in 1996, SCL operates high speed passenger trains between London and Scotland along the east coast main line of Britain. Called Great North Eastern Railway ("GNER"), this is one of 25 train operators established out of the former British Rail passenger operations privatized by the government. By improving service, increasing ridership and imposing cost controls, GNER has enhanced profitability and funded capital expenditure largely from cash flow. At the same time, GNER's subsidy payments from the SRA declined annually and ended in 2002. GNER now has a profit share arrangement with the SRA. GNER's current franchise from the SRA expires in April 2005, and GNER plans to bid again to renew the franchise. See "Franchise Extension and Other Franchises" below.

        GNER's customers are mainly long-distance leisure and business passengers, with a limited but growing number of commuters, travelling between London (Kings Cross station), parts of the East Midlands and East Anglia, Yorkshire, northeast England and Scotland. Covering about 980 route miles and calling at 52 stations, in 2003 GNER achieved 15.1 million passenger journeys, a substantial increase over annual ridership prior to GNER's acquisition of the franchise in 1996. The map on the following page indicates the principal destinations. Some of the core routes are as follows, including typical departures and journey times in summer 2003:

Route

  Distance
(miles)

  No. of One-Way
Weekday
Departures

  Journey
Time (hours)

London—Leeds   186   27   2-21/2
London—Newcastle   268   30   23/4-3
London—Edinburgh   393   17   4-41/2
London—Glasgow   450   6   51/2

        Connections with other passenger trains are available at most stations. Timetables vary between weekdays, weekends and holidays to meet different patterns of demand and to allow track engineering works. Frequency in 2003 was up to 122 weekday services, 86 Saturday services and 81 Sunday services, of which 95% originated or terminated at Kings Cross in London.

10


MAP

11


    Rolling Stock

        GNER currently operates a fleet of 42 trainsets totalling 488 cars and locomotives that travel at speeds up to 125 mph. Thirty-two are electric, drawing power from overhead lines, comprising 29 built between 1987 and 1990 and three originally built for Eurostar between 1993 and 1995 but surplus to its cross-Channel service. These provide about 83% of GNER's timetabled services. A typical electric train is two first class and six standard class coaches and a kitchen/catering car, having total capacity of 530 to 550 passengers. The Eurostar trainsets are five coaches longer with 560 passenger capacity. On board catering is by over-the-counter buffet, supplemented by at-seat trolley service, with full restaurant service on selected trains. The 29 older trainsets are being completely refurbished in 2003–2005.

        The rest of GNER's fleet consists of ten diesel trainsets, substantially all of which were built between 1975 and 1980. These operate approximately 17% of GNER's timetabled services, principally to Aberdeen, Inverness, Harrogate, Skipton and Hull because the routes are not electrified. A typical diesel train carries up to 540 passengers in two first class and seven standard class coaches and a kitchen/catering car. All of these trainsets were also completely refurbished and lengthened by one coach in 2003.

        GNER leases nearly all its rolling stock from two leasing companies for the term of its franchise. The three Eurostar trains are leased from that company. Rental charges include heavy maintenance provided by the lessor and are largely fixed. GNER operates and maintains its rolling stock in compliance with government-supervised safety standards and the lease requirements. Maintenance work is performed at three depots leased by GNER in London, Edinburgh and Aberdeen where GNER also performs maintenance for other train operators. In addition, GNER contracts for regular maintenance at five other depots. Consistent with these safety and maintenance requirements, GNER carries insurance in amounts which management believes are adequate.

    Track and Station Access

        The railway infrastructure in Britain, such as track, signalling, stations and depots, is owned and maintained by subsidiaries of Network Rail Ltd. (collectively, "Network Rail"). This is a private company controlled through credit support by the British government. GNER has contracted with Network Rail for track access based on the level of services GNER provides. Other train operators run on parts of GNER's routes, requiring Network Rail's coordination of timetables and train paths. Track access charges are fixed in large part but include variable components for actual track utilization and electric power consumption.

        To encourage train punctuality and reliability, the track access agreement includes a system of variable payments between GNER and Network Rail under which each party must compensate the other if prescribed performance standards are exceeded or are not achieved. Payments by or to GNER vary under this performance regime and may be significant in amount if unforeseen events occur affecting either party. In 2003, the net payments to GNER were substantial because of poor performance by Network Rail and a contractual increase in the rates of compensation from April 2001 (which expires in April 2004). See also "Hatfield and Selby Accidents" below. The SRA may also impose fines on GNER under its franchise agreement if GNER has high numbers of train cancellations or late trains, but fines incurred to date have been immaterial.

        Of the 52 stations along its routes, GNER shares access with other train operators to four central stations owned and managed by Network Rail (London Kings Cross, Leeds, Edinburgh and Glasgow). GNER leases 12 other main stations from Network Rail, including Newcastle and York, and provides access and common station services to other train operators calling at these stations, such as ticket sales, train information, car parking, and station cleaning and maintenance. The remaining 36 stations where GNER stops are leased from Network Rail by other train operators which provide GNER with similar services at these stations.

12



    Sales and Marketing

        Passengers may purchase tickets on GNER at all major train stations in Britain, including self-service machines at GNER stations, and through GNER's www.gner.co.uk internet website and its telephone sales, enquiry and business travel center in Newcastle. Most remaining sales are made by other train operators and independent agents and travel services in Britain and abroad.

        Network Rail publishes the national system timetables, and a trade association of train operators in Britain publishes basic fares and provides telephone information about all operators' services. GNER is the lead ticket seller at London Kings Cross, Edinburgh, Stevenage and the 12 stations it leases, obligating GNER to sell tickets on a commission basis for other operators as well as itself. Similarly at GNER's other 37 stations, the lead ticket seller must sell tickets on behalf of GNER.

        Since the beginning of the franchise in 1996, GNER has implemented a marketing program based on its own brand identity, distinct from the old government-owned British Rail. Print and other media advertising and promotions project the high speed and comfort of GNER's trains. To attract ridership, GNER has upgraded the interior comfort and technical reliability of its rolling stock (part of which has been funded by the leasing companies) and upgraded station services and car parking (part of which has been funded by Network Rail). High standards of on board service, catering, appearance and cleanliness are maintained. For example, GNER is introducing internet access on board its trains enabling business passengers to use their travel time more productively than travel by car or airline. Flexible fare structures attract business and leisure passengers through price incentives in peak and off-peak times, and GNER offers a customer loyalty program for frequent travellers. As evidenced by many awards from British travel and rail industry publications and organizations in recent years, GNER is regarded as one of the best passenger train operators in Britain.

    Competition

        Eight other passenger train operators run on parts of GNER's routes. In general, an operator may negotiate with Network Rail for new services and additional train paths and times, but all awards are regulated by the SRA to ensure passenger benefits are achieved (such as better frequencies, lower fares or new journey opportunities) and to avoid competition which might interfere with each operator's ability to satisfy the minimum service requirements under its franchise. GNER has experienced limited new rail competition since its franchise began. Aggressive bidding by GNER's competitors in the future may divert business away from GNER and limit its own expansion plans.

        GNER also competes with cars, buses and airlines in Britain as well as other train operators with parallel or intersecting routes. Budget airlines in recent years have made inroads into GNER's segment of the long-distance markets between Scotland and London and, to a lesser extent, between Newcastle and London. The choice of transport mode is governed by many factors including price, frequency of departures, travel time, reliability, convenience and comfort. The relative importance of these depends on the leisure or business purpose of the journey. GNER believes its fast, frequent and high quality services directly into city centers are an important competitive advantage.

    Franchise Extension and Other Franchises

        As part of the award in 2002 of a two-year extension of its franchise to April 2005, GNER undertook a number of improvements. These include refurbishing the rolling stock in 2003-2005 noted above, adding services (principally to Leeds), acquiring rescue locomotives to replace unreliable units, and building various station improvements such as ticket offices, passenger lounges, parking facilities and customer information systems. All of these are intended to satisfy GNER's and the SRA's goals to improve service quality and reliability and lessen passenger crowding. The total cost to implement these steps by 2005 is expected to be more than $100,000,000, but most of this will be funded by GNER's rolling stock lessors and Network Rail with appropriate charges passed on to GNER that will take into

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account the long-term nature of the improvements. GNER's share of this capital expenditure will be partially written off during the remaining franchise term. Any residual assets of GNER at the end of the franchise will be transferred to the successor franchisee, if not GNER, at a value which may give rise to a gain or loss at that time.

        In January 2004, the SRA announced it would invite bids from all interested persons to operate GNER's franchise for a new term of seven to ten years after it expires in April 2005, and GNER plans to bid to renew its franchise. There can be no assurance, however, that the franchise will be granted to GNER or offered on acceptable terms or that the terms of a new franchise will be as profitable for GNER as the existing one. Also, the willingness of the SRA to continue GNER as the franchisee may be affected by the pending dispute between the SRA and GNER described in Item 3—Legal Proceedings below.

        In addition, to capitalize on its experience and excellent reputation in operating the GNER franchise, GNER plans to bid on other passenger rail franchises in Britain. In December 2003, the SRA shortlisted GNER and three other train companies to bid for the Integrated Kent franchise operating mainly commuter rail services in the southeast of England with potential to develop a high speed domestic service on the new track being built across Kent for Eurostar trains travelling to the European Continent. Bids are currently due by late 2004 for a franchise beginning in early 2005. Similarly, GNER and the current operator of the Chiltern franchise in Britain announced in November 2003 that they intend to apply through a joint venture company for shortlisting by the SRA to bid on the Greater Western franchise providing commuter and intercity services to London from the west of England and south Wales, tentatively for award in 2006.

    Hatfield and Selby Accidents

        On October 17, 2000, a GNER train travelling at high speed derailed because of broken track near the town of Hatfield north of London. Four passengers were killed and 70 more were injured. The track had been insufficiently maintained by Network Rail's predecessor with no speed restriction in place. GNER was exonerated from any responsibility for the accident.

        Following this derailment hundreds of speed restrictions on the British rail network were implemented for many months while track inspections and emergency maintenance were carried out. Train services were severely disrupted from resulting delays and cancellations. GNER services have since been reinstated to pre-Hatfield levels, however.

        On February 28, 2001, another accident involving GNER occurred near the town of Selby south of York when a passenger vehicle ran off a highway and stopped in the path of an oncoming GNER train travelling at high speed. The collision with the vehicle and the resulting derailment thrust the GNER train into a laden coal train travelling in the opposite direction on the adjacent track. In the collision between the two trains, ten persons were killed including three GNER staff and 70 more were injured. As in the Hatfield derailment, GNER has been absolved from any fault for the Selby accident.

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        Following the Hatfield and Selby accidents and the resulting disruption, GNER experienced a drop in passenger carryings and suffered lost earnings which it has substantially recovered from Network Rail under the performance regime and other provisions of the track access agreement and through insurance claims. See Item 3—Legal Proceedings below regarding compensation by Network Rail. The longer-term effect of the accidents up until 2003 had been a fall in ridership or a slowdown in ridership growth among long-distance train operators generally, including GNER. As the travelling public has regained confidence in the rail mode of transport, GNER's ridership has returned to pre-Hatfield levels.

    Certain Trading Factors

        As noted above, GNER services may be disrupted, with consequent loss of revenue, because of infrastructure problems for which Network Rail is responsible, or problems for which GNER is responsible such as rolling stock breakdowns or employee strike activity. Third party actions may also cause disruption or loss of revenue, among these being threats or acts of terrorism in Britain or abroad and other events beyond GNER's control. For example, in 2001, the foot and mouth epidemic in Britain and the aftermath of the September 11 terrorist attacks in the U.S. led to reduced tourist carryings on GNER.

        GNER is contractually obligated under its franchise agreement to limit ticket price increases on ticket types currently representing about 20% of GNER's fare revenue. Other fares are not regulated but are subject to the competitive pricing of alternative rail, airline and other transport services. In addition, GNER must pay passenger rebates of varying percentages of its fares if it fails to meet prescribed punctuality and reliability standards.

        Of GNER's variable costs, the largest component is labor. GNER's workforce numbers approximately 3,200 employees, about two-thirds of whom are unionized. Since 1992 there has been no dispute resulting in labor stoppage solely related to GNER, although nationwide strikes against British Rail disrupted services for short periods in 1994 and 1995. Consistent with upgrading service standards and continued safe operation, GNER management is working with the unions gradually to increase efficiency by changing work practices, mutual decision making and ongoing training. These measures, however, may result in labor disruption of GNER's services. Also, there is the continuing risk that larger labor disputes broadly involving the British rail industry may adversely affect GNER.

        Following the Hatfield and Selby accidents described above, as well as accidents involving other passenger train operators in Britain and the bankruptcy of one of the larger insurers writing business interruption insurance for the U.K. rail industry, this class of coverage is not currently available to passenger rail franchisees in the U.K. GNER and other franchisees are relying primarily on their rights against Network Rail under track access agreements for reimbursement of losses from future accidents involving moving train operations. There can be no assurance, however, that Network Rail or other responsible parties will provide sufficient reimbursement to make GNER whole.

        Other factors affecting GNER's financial performance are adverse weather conditions disrupting services such as track flooding, and changing government safety regulations which impose additional compliance costs on train operators. While GNER management believes, as noted above under "Rolling Stock", that GNER's trains operate in compliance with relevant safety standards and that it carries adequate insurance against loss, there can be no assurance that accidents involving GNER will not occur in the future or that a serious incident would not have a material adverse effect on GNER's operations or financial condition.


CONTAINER LEASING

        SCL conducts its container leasing activities principally through GE SeaCo, a joint venture company established in 1998 with General Electric Capital Corporation ("GE Capital") on effectively a

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50%/50% basis. GE SeaCo was formed to combine the separate marine container leasing activities of SCL and GE Capital and thereby to save costs and to acquire new equipment jointly. SCL and GE Capital have each appointed four persons to the governing board of GE SeaCo, and SCL personnel serve as most of GE SeaCo's officers including President and Chief Financial Officer. GE SeaCo is not consolidated in SCL's financial statements.

        Substantially all of the container fleets of SCL and GE Capital remaining since 1998 are being leased to GE SeaCo on an operating basis, and GE SeaCo in turn leases the units out to customers. Profits from the existing fleets after lease payments to the owners and other GE SeaCo charges are distributed about 68% to GE Capital and about 32% to SCL, reflecting the larger size of GE Capital's original fleet. Once a container reaches a certain age or condition, it drops out of the leased-in fleet and is thereafter managed by GE SeaCo for the owners for a fee or sold at the owner's request. GE SeaCo itself purchases new additions to the combined fleet. Profits from the containers owned by GE SeaCo and management fees are divided 50%/50% in proportion to each participant's interest in GE SeaCo.

GE SeaCo Container Activities

        At December 31, 2003, GE SeaCo had approximately 831,000 TEU of containers in its fleet, comprising 169,000 TEU leased from SCL or managed on its behalf, 400,000 TEU leased from GE Capital or managed on its behalf, and 262,000 TEU owned by GE SeaCo. "TEU" means Twenty-foot Equivalent Unit and is the standard measurement in the container industry; thus, a 40-foot container constitutes two TEU. Generally increasing with growth in world trade in containerizable goods, cargo containers number approximately 17,100,000 TEU worldwide, about 46% of which are owned by leasing companies. In fleet size, GE SeaCo is one of the four largest container lessors in the world, and management believes GE SeaCo offers the widest variety of containers for lease, more than 50 different types.

        GE SeaCo's containers freely interchange among different modes of transport. The same container, without intransit repacking of its contents, may be carried successively on ships, railroad cars and road trailers. Containers are registered with government authorities to permit crossing international frontiers with minimum customs formalities. They are constructed primarily of steel and are built to the recommendations of the International Standardization Organization ("ISO") and other regulatory bodies. Substantially all of GE SeaCo's containers have been built to comply with the International Convention for Safe Containers ("CSC") which requires container owners to obtain type approvals of their equipment from independent agencies. Containers may also be leased for use in static storage applications.

        The basic container type is the standard dry freight cargo container having dimensions of 20ft. or 40ft. in length × 8ft. in width × 8ft. 6in. or 9ft. 6in. in height. Refrigerated containers carrying perishables, tank containers for liquid, powder or gaseous substances, and platforms and flatracks for oversized, awkward or heavy cargoes are examples of containers built for specialized uses. GE SeaCo also leases non-ISO intermodal containers principally to inland transport operators such as railroads and truckers, as well as wheeled chassis for road haulage of containers. GE SeaCo routinely sells older containers no longer suitable for its leasing activities.

    Leasing Terms

        Equipment is leased for periods ranging from a few months to several years. Substantially all of the leases are operating leases where the owner retains the residual value of the containers at the end of the term. GE SeaCo also engages to a limited degree in finance leasing where the lessee pays the full cost of the equipment during the term and obtains title at the end of the lease.

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        Operating leases are in three basic forms: long-term leases, short-term leases and master agreements. These require customers to pay rent monthly and to return the equipment at agreed locations. The first two types cover specified containers for a definite term. Master agreements set forth the rental rate and other basic terms and permit lessees to pick up and return equipment at their option and in minimum or maximum quantities up to the end of the lease. Master agreements impose handling, pick-up and drop-off charges for each delivery and return, and generally require a higher degree of customer service by GE SeaCo than term leasing.

    Purchasing

        Most of the containers in GE SeaCo's fleet were purchased new from manufacturers. GE SeaCo also acquires existing containers from customers or other lessors from time to time. The cost of equipment is typically financed by banks or other financial institutions. GE SeaCo has arranged its own finance facilities aggregating $573,000,000 at December 31, 2003 to fund its container purchases. See also Note 10 to the Financial Statements. Neither SCL nor GE Capital provides credit support for these facilities.

        During 2003, GE SeaCo took delivery of newly manufactured containers and related equipment at an aggregate cost of approximately $204,000,000. At year end, GE SeaCo had approximately $51,000,000 of outstanding purchase orders for container equipment, substantially all of which was available for delivery in 2004. It is GE SeaCo's practice to order equipment when indicative lease rates and other terms justify purchase and appropriate financing is in place. Most new containers are sourced from third-party factories in China.

    Maintenance and Engineering

        GE SeaCo's leases require customers to maintain equipment properly while on lease, including periodic inspection and safety maintenance in compliance with CSC, and upon return to pay the cost of repairs to GE SeaCo's "SeaWorthy" repair standard. GE SeaCo offers a container damage program (called "SeaCover") under which a lessee pays a supplemental charge in return for GE SeaCo assuming repair responsibility at the end of the lease term. GE SeaCo contracts with approximately 190 third-party depots worldwide for significant container repair and storage services as well as many smaller depots.

        GE SeaCo's engineers oversee the repair and storage depots and the factories from which new containers are sourced. They are also responsible for developing new container designs, including the "SeaCell", a dry cargo container with innovative patented features in which palletized cargo can be loaded side by side unlike conventional containers. GE SeaCo's engineers consult regularly with lessees on equipment matters and have produced many operating and technical manuals regarding the specialized containers in GE SeaCo's fleet.

    Customers and Marketing

        GE SeaCo equipment was on lease to about 650 customers at December 31, 2003, mainly ocean carriers based outside the United States which also own large parts of their container fleets. Substantially all of GE SeaCo's container leasing revenue and operating profit is derived from non-U.S. operations. See Note 21 to the Financial Statements. No customer accounted for more than 10% of SCL's consolidated revenue in 2003, although the top 25 lessees accounted for about 55% of container leasing revenue.

        GE SeaCo markets its equipment for lease or sale through a network of 35 agents covering customers in more than 80 countries. GE SeaCo owns 14 of these agents located in primary areas of container activity worldwide. Agents are compensated through commissions based on rental or sale revenue they generate and are guided by central GE SeaCo marketing staff.

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        GE SeaCo maintains computerized records of every unit, whether on lease or off hire. Equipment on lease is checked regularly through rent billing and collection procedures. Agents and repair/storage depots are responsible for the safekeeping and maintenance of equipment when off hire. Customers are able to access GE SeaCo's computerized records directly through its www.geseaco.com website to check container specifications and inventories, schedule containers for drop-off, report lost units, transfer containers to other approved lessees, obtain technical advice and other functions.

    Competition

        The container leasing business is highly competitive. GE SeaCo competes with nine major leasing companies and several other smaller lessors, as well as manufacturers of container equipment, companies offering finance leases (as distinct from operating leases), promoters of container ownership and leasing as a tax shelter investment, container shipping lines (which lease out their excess stocks of containers from time to time) and suppliers of alternative types of equipment for freight transport. Competition among container lessors depends upon several factors, including lease rates, the availability, quality and individual characteristics of equipment, and customer service. See "Certain Trading Factors" below. GE SeaCo considers its ability to offer a wide range of standard and specialized container equipment, its technical expertise in tailoring specialized containers to customers' needs, and its strong container management controls to be important advantages in this competitive environment.

Other Container Activities

        SCL manufactures, assembles and refurbishes containers at its own factories in Yorkshire, England, Charleston, South Carolina, and Santos, Brazil. Collectively, SCL built approximately 6,300 TEU of containers in 2003. SCL also owns and operates depots for repairing, servicing and storing idle containers in Santos and Singapore and holds minority interests in depots in Auckland, New Zealand and Melbourne, Australia. SCL owns or part owns small refrigerated container servicing and spare parts businesses in the U.S., Brazil, Australia and New Zealand. Each of these facilities conducts business with both GE SeaCo and third parties on arm's length terms. In 2003, SCL sold a depot in Charleston, South Carolina it previously owned and announced that it planned also to sell its container factory in Charleston.

        In addition, SCL owns a small number of containers (76,000 TEU at December 31, 2003) which are not part of the GE SeaCo joint venture but which SCL continues to lease out directly to customers. During 2003, SCL took delivery of $13,000,000 of equipment added to this small fleet.

Certain Trading Factors

        Demand for leased containers depends largely on levels of economic growth and international trade, both global and regional. Cyclical recessions can negatively affect lessors' operating results because, during economic downturns or periods of reduced trade as occurred in 2001, ocean carriers may lease fewer containers and rely more on their owned fleets to satisfy their container requirements or may lease containers only at reduced rates. Thus, a slowdown in economic growth or trade may adversely affect the results of GE SeaCo's and SCL's container activities.

        Other factors affecting demand for leased containers include the available supply and prices of new and used containers (including the market acceptance of new container types and overbuying by competitors and customers), economic conditions and competitive pressures in the shipping industry (including fluctuating ship charter and freight rates, containership fleet overcapacity or undercapacity, and expansion, consolidation or withdrawal of individual customers in the industry), shifting trends and patterns of cargo traffic, the availability and terms of equipment financing, fluctuations in interest rates and foreign currency values, import/export tariffs and restrictions, foreign exchange controls, cargo

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security and inspection measures, other governmental regulations and political or economic factors that are inherently unpredictable and may be beyond GE SeaCo's and SCL's control.

        Defaults by lessees may result in containers being lost or returned at locations where GE SeaCo or SCL cannot efficiently re-lease or sell the equipment. In that event, GE SeaCo or SCL may lose lease revenue and incur additional operating expenses in repossessing, repairing and repositioning the equipment. In recent years, defaults by lessees as measured by allowances for specific doubtful accounts have not been material as a percentage of annual container leasing revenue.

        If lessees return equipment to locations where supply exceeds demand, GE SeaCo and SCL routinely repositions containers to higher demand areas. Repositioning expenses vary depending on geographic location, distance, freight rates and other factors, and may not be fully covered by drop-off charges collected from the last lessees of the equipment or pick-up charges paid by the new lessees. Nor may demand be as great as anticipated after repositioning has occurred so that the equipment remains idle.

        Container leasing revenue is variable and largely a function of lease rates, equipment utilization and equipment availability. Rates depend on the type and length of lease, the type and age of containers, and the application of the SeaWorthy and SeaCover programs to equipment maintenance obligations under the lease. Lease rates rise or fall depending on competition, interest rates, new container prices, economic conditions and the other factors described above. In recent years, rates generally in the leasing industry have tended to decline, as have new container prices and interest rates. While lease rates stabilized in 2002 and 2003, they may decline again in the future thereby detracting from the economic returns on higher valued equipment in the fleet.

        Utilization is the ratio of containers on lease to the total container fleet and may also fluctuate due to these same factors. In recent years, for example, overall fleet utilization declined principally because of consolidations among shipping lines, a trade imbalance with Asia resulting in high equipment returns in North America and Europe, and overproduction of some types of new containers by factories and overbuying by shipping lines and leasing competitors. Further decline is not expected, however, as these factors moderate and SCL and GE Capital dispose of idle, older equipment in their original fleets in surplus locations. This occurred in 2002 and 2003, for example, resulting in improved fleet utilization of GE SeaCo and SCL.

        In order to meet anticipated demand promptly, GE SeaCo maintains inventories of available containers at various depots and factories worldwide. Because demand is difficult to estimate, however, these inventories may be too large or small, and repositioning equipment in a timely manner may not be economically feasible. Also, container supply from manufacturers involves a time delay between order placement and equipment delivery, as a result of which revenue may be restrained when demand is strong or may not be realized by the time equipment is delivered.

        From time to time, GE SeaCo, SCL and GE Capital sell existing equipment, both units on lease to the lessee and idle equipment. The decision whether to sell depends on the equipment's book value, physical condition, location, remaining useful life and suitability for continued leasing or for other uses, as well as prevailing local market sale prices and an assessment of the economic benefits of repairing and continuing to lease compared to those of selling. Because these factors vary, gains or losses on sale of equipment will also fluctuate and may be significant if the decision is made to sell large quantities of units. In recent years, GE SeaCo has stepped up its sale program on behalf of GE Capital and SCL to dispose of older containers.

        In certain countries like the United States, the owner of a leased container may be liable for the costs of environmental damage from discharge of container contents even though the owner is not at fault. GE SeaCo and SCL maintain insurance against property damage and third party liability and require lessees to obtain similar insurance and to provide indemnity against loss. Insurance and indemnity may not protect GE SeaCo or SCL fully against damage stemming from this risk, however.

        Countries impose limitations on the production of chlorofluorocarbon ("CFC") refrigerants because of their ozone depleting and global warming effects. All refrigerated containers in the GE SeaCo-owned fleet have been charged with non-CFC refrigerant gas, and most of the older SCL units have been converted or disposed of. Future government regulation of refrigerants and synthetic insulation materials, however, might require refrigerated containers using non-conforming substances to be retrofitted with conforming ones such as non-CFC refrigerants. In that event, GE SeaCo or SCL would have to bear all or a large portion of the cost to convert their units.

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ORIENT-EXPRESS HOTELS

        OEH, in which SCL currently holds a 42% equity interest, owns or part owns and manages 30 highly individual deluxe hotels worldwide, three restaurants, five tourist trains and a river cruiseship. OEH is focused on the luxury end of the leisure market, and acquires or manages only very distinctive properties in areas of outstanding cultural, historic or recreational interest in order to provide luxury lifestyle experiences for the upscale leisure traveler. The names and locations of OEH's various properties and the number of hotel rooms or train/cruiseship passenger capacity are shown in the table below:

Property

  Location
  Number of Rooms or
Passenger Capacity

  Hotels        

Hotel Cipriani and Palazzo Vendramin

 

Venice, Italy

 

103
Hotel Splendido and Splendido Mare   Portofino, Italy   82
Villa San Michele   Florence, Italy   45
Hotel Caruso   Ravello, Italy   Opening 2005
Reid's Palace Hotel   Madeira, Portugal   164
Lapa Palace Hotel   Lisbon, Portugal   109
Hotel de la Cité   Carcassonne, France   61
Hotel Ritz   Madrid, Spain   167
La Residencia   Mallorca, Spain   62
La Manoir aux Quat' Saisons   Oxfordshire, England   32
Windsor Court Hotel   New Orleans, Louisiana   324
Charleston Place   Charleston, South Carolina   442
Keswick Hall   Charlottesville, Virginia   48
Inn at Perry Cabin   St. Michaels, Maryland   81
La Samanna   St. Martin, French West Indies   81
Maroma Resort and Spa   Riviera Maya, Mexico   58
Copacabana Palace Hotel   Rio de Janeiro, Brazil   225
Miraflores Park Hotel   Lima, Peru   81
Hotel Monasterio   Cusco, Peru   124
Machu Picchu Sanctuary Lodge   Machu Picchu, Peru   31
Mount Nelson Hotel   Cape Town, South Africa   226
Westcliff Hotel   Johannesburg, South Africa   119
Orient-Express Safaris (three camps)   Botswana   39
Observatory Hotel   Sydney, Australia   96
Lilianfels Hotel   Katoomba, Australia   85
Bora Bora Lagoon Resort   Tahiti, French Polynesia   80
 
Restaurants

 

 

 

 

'21' Club

 

New York, New York

 

Harry's Bar   London, England  
La Cabana   Buenos Aires, Argentina  
 
Tourist Trains

 

 

 

 

Venice Simplon-Orient-Express

 

Continental Europe

 

180
British Pullman   Southern England   250
Northern Belle   Northern England   250
Eastern & Oriental Express   Southeast Asia   125
PeruRail   Peru   Various
 
River Cruiseship

 

 

 

 

Road to Mandalay

 

Burma (Myanmar)

 

126

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        These properties provide a high quality of service, cuisine, furnishings and décor, appealing to the premium traveler market which is less apt to be influenced by pricing considerations. The principal markets for guests are the United States, Europe and Asia. Substantially all of the properties have won prestigious travel and leisure industry awards over the years which have enhanced their public recognition and reputation for excellence.

        OEH benefits from trends and developments favorably impacting the world hotel, travel and leisure markets, including strong demand growth trends in the luxury hotel market in many parts of the world, increased travel and leisure spending by consumers, favorable demographic trends in relevant age and income brackets of U.S. and European populations, and increased online travel bookings. These trends suffered a setback in 2001-2003 due to slowing regional economies, the shock of terrorist attacks, the wars in Afghanistan and Iraq and the SARS epidemic. OEH management believes that the public's confidence in world travel will return and demand for luxury hotel and tourist products will resume.

        For the future, OEH plans to grow its business by increasing prices, occupancy and earnings at its established properties and newer acquisitions, by expanding existing hotel and restaurant properties where land or space is already available, by increasing the utilization of its tourist trains and cruiseship to add trips, and by acquiring additional distinctive luxury properties throughout the world. OEH plans to continue owning or part owning and managing its properties. Factors in OEH's evaluation of potential acquisitions include the uniqueness of the property, attractions for guests in the vicinity, acceptability of initial investment returns, visible upside potential such as by pricing, expansion or improved marketing, limitations on nearby competition, and convenient access.

        Using the "Orient-Express Hotels" name, OEH promotes and sells its properties through its own staff in offices around the world and independent sales representatives and organizations worldwide (including membership of many of the hotels in The Leading Hotels of the World and in Preferred Hotels and Resorts Worldwide). Repeat customers are an important source of business which OEH attracts through various cross-selling efforts. OEH also relies on public relations as a cost-effective marketing tool through travel publications and other media. Because of the unique nature of the properties, guests are more likely to hear about them through word-of-mouth or magazine or newspaper articles rather than direct advertising. In addition, OEH relies on its www.orient-express.com website to enhance distribution and reduce sales and marketing expenses.

        For more information about OEH, including its 2003 consolidated financial statements, see OEH's Form 10-K annual report for the year ended December 31, 2003 on file at the SEC. Item 1—Business from that Form 10-K report is filed as Exhibit 99(b) to this report.

SCL's Relationship with Orient-Express Hotels Ltd.

        OEH was wholly-owned by SCL until August 2000 when the Company successfully completed an initial public offering of Class A common shares of OEH and the listing of those shares on the New York Stock Exchange under the trading symbol "OEH". OEH has two classes of common shares similar to the share structure of the Company, including higher voting Class B common shares.

        At the time of the initial public offering, the Company, certain of its subsidiaries and OEH entered into agreements providing for the separation of their business operations and various ongoing relationships between the companies such as shared services and offices, tax matters and noncompetition, and relating to the shares of the Company and OEH owned by their respective subsidiaries. See Item 13—Certain Relationships and Related Transactions below.

        As a result of sales of OEH shares by the Company and OEH since the initial public offering, the Company currently owns about 42% of the equity shares in OEH (disregarding the shares owned by OEH's subsidiary) having about 15% of the combined voting power of OEH's Class A and B common

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shares for most matters submitted to a vote of OEH shareholders (including the shares owned by OEH's subsidiary). Accordingly, the Company no longer has power to elect OEH's Board of Directors or otherwise to control OEH's business direction and policies. Of the seven directors on OEH's Board, only three are also directors or officers of the Company. OEH has ceased to be a consolidated subsidiary of the Company and is accounted for in SCL's financial statements using the equity method of accounting. See also Note 2 to the Financial Statements. SCL intends to dispose of its remaining shares in OEH from time to time in one or more transactions and depending on market conditions and, for this purpose, OEH has filed a registration statement with the SEC which was declared effective on February 19, 2003.


OTHER SCL ACTIVITIES

        SCL holds a concession until 2041 from the Greek government to operate the Corinth Canal across the four-mile isthmus between mainland Greece and Peloponnisos and linking the Adriatic and Aegean Seas. About 12,000 vessels transit the canal each year with capacity for substantially more. The concession includes 130 acres of development land at the eastern end on which, because the canal is already a popular tourist attraction in Greece, SCL plans to build a mixed leisure facility. SCL has committed to spend $3,000,000 on canal improvements by 2006. SCL pays an annual rent and, in cooperation with the Greek government, is free to set canal transit fees.

        SCL owns two acres of development land and a pleasure boat marina in the port of Newhaven on the south coast of England. SCL previously owned most of the port but, commencing in 2001, has sold parts to third parties including through development by SCL for residential purposes. See Note 1(g) to the Financial Statements below. SCL also owns the port of Folkestone on the south coast of England which is largely closed for shipping activities while SCL investigates a sale or redevelopment for non-port use.

        SCL manages a 420,000 net square foot office building in London, England called Sea Containers House fronting the south bank of the Thames opposite the City of London. SCL formerly owned and developed the building before selling it in 1988. SCL retains a long-term lease expiring 2011 of part of the space for occupancy by London-based employees of SCL subsidiaries.

        SCL owns undeveloped commercial land in Houston, Texas zoned for light industrial use. Having sold lots to developers in past years, SCL retains approximately 43 acres of the original 172-acre tract which remain for sale.

        In fruit farming, SCL owns a 70% interest in a 750-acre banana plantation located near Abidjan, Ivory Coast which produces about 9,000 tons annually for export principally to Europe. The present political unrest in the Ivory Coast has not materially affected SCL's production and export although the situation could change if civil war broke out. SCL also owns a 1,000-acre table grape farm in northeastern Brazil near Petrolina that produces two crops each year for sale on the domestic and export markets. Current output is about 2,000 tons annually and the farm includes substantial unused acreage for future cultivation.

        SCL owns a British magazine called "The Illustrated London News" ("ILN") which has been published continuously since 1842. At present, two editions are produced annually with about one-half of the circulation in Britain and one-half abroad. In addition, ILN publishes the on board magazines for SCL's ferries and GNER and the guest magazines for OEH, as well as nine other limited circulation lifestyle magazines for third parties under contract, and ILN maintains a substantial picture library dating back over 160 years to the founding of the publication. ILN staff also provides design support to the various SCL businesses such as internet website development.

        SCL owns Fairways and Swinford Travel Ltd., a small licensed travel agency and tour operator based in London, which arranges corporate travel for SCL and third party customers.

22



ITEM 2. Properties

        The ship and terminal facilities of SCL used in its Ferry Operations are described in Item 1—Business above. The subsidiaries engaged in these activities own or lease operating offices and sales outlets at various locations in the British Isles, Finland, Sweden and elsewhere in Europe.

        SCL leases substantially all of the rolling stock, stations and depots used by GNER in its Rail Operations as described in Item 1.

        SCL and GE SeaCo own cargo containers, and SCL owns container factories and depots (except the Singapore facilities and the Charleston, South Carolina factory which are located in leased premises), as described under Container Leasing in Item 1. In addition, SCL leases regional offices in the following locations in connection with its container and other business activities: New York, New York; Baltimore, Maryland; London, England; Genoa, Italy; Bangkok, Thailand; and Sydney, Australia.

        OEH owns 26 hotels, two restaurants, three European tourist trains and a cruiseship, and owns interests of 50% or less in four hotels, its Southeast Asian tourist train and PeruRail, and one restaurant, all as described in Item 1. The small regional sales and marketing offices of the hotels, tourist trains and cruiseship are occupied under lease.

        SCL also owns two fruit farms and development land as described in Item 1. The Corinth Canal is occupied under government concession.

ITEM 3. Legal Proceedings

        As described above in Item 1—Business under "Rail Operations—Hatfield and Selby Accidents", GNER experienced disruption of its services following an accident in October 2000, for which Network Rail and its predecessor were required to pay compensation under the track access agreement. Network Rail owns and maintains substantially all of the railway infrastructure in Britain. GNER has contracted with Network Rail for track access based on the level of service GNER provides. Because of disputes, both GNER and Network Rail withheld contractual payments due during 2001 through March 2002, when payments resumed. As a result of separate arbitration awards under different parts of the track access agreement, Network Rail's liability to compensate GNER was confirmed and proceedings continued as to the amounts due. In December 2003, GNER and Network Rail reached agreement settling GNER's claims arising from the service disruption and relieving GNER from the obligation to repay amounts previously withheld, other than £4,500,000 ($7,900,000) of track access charges over withheld.

        The SRA which is the franchisor under GNER's passenger rail franchise agreement has separately claimed a portion of the compensation recognized by GNER in its settlement with Network Rail. The SRA's claim amounts to about £25,000,000 ($45,000,000). GNER was advised by its legal counsel that GNER has no obligation to the SRA under its franchise agreement. On or about January 28, 2004, the SRA provided GNER with an opinion of its legal counsel concluding that the SRA is entitled to payment. GNER furnished its counsel with a copy of the opinion of the SRA's counsel and, on February 11, 2004, GNER received a second opinion from its legal counsel stating that, after reviewing the opinion of the SRA's legal counsel, GNER's counsel maintained the view that GNER is not obligated to pay over to the SRA any portion of the settlement compensation received by GNER from Network Rail.

        GNER and the SRA are currently engaged in discussions to resolve this dispute. If the parties do not reach agreement, the dispute between GNER and the SRA would be submitted to arbitration. There can be no assurance that the discussions between GNER and the SRA will be successful or that GNER will not have to make payments to the SRA as a result of an arbitration proceeding. See Note 18(b) to the Financial Statements (Item 8).

23



        Other than the foregoing, there are no material legal proceedings, other than ordinary routine litigation incidental to its businesses, to which the Company or any of its subsidiaries is party or by which any of their property is subject.

        See "Ferry Operations—English Channel Services" in Item 1—Business above regarding a compensation claim that Hoverspeed plans to bring against British Customs & Excise for damage to its ferry business for improperly detaining Hoverspeed passengers.

ITEM 4. Submission of Matters to a Vote of Security Holders

        The Company submitted no matter to a vote of its security holders during the fourth quarter of 2003.

24



PART II

ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters

        The principal market on which the Class A and B common shares of the Company are traded is the New York Stock Exchange. Their trading symbols are SCRA and SCRB, respectively. Both classes are also listed on the Pacific Exchange. The following table presents the quarterly high and low sales price of a common share in 2002 and 2003 as reported for New York Stock Exchange composite transactions:

 
  2002
  2003
 
  High
  Low
  High
  Low
Class A Common Shares                        
  First quarter   $ 17.90   $ 12.15   $ 9.30   $ 5.51
  Second quarter     18.62     14.20     12.55     6.80
  Third quarter     14.70     9.90     16.35     10.76
  Fourth quarter     11.05     8.19     18.70     14.30
Class B Common Shares                        
  First quarter     17.60     12.20     9.15     5.92
  Second quarter     18.20     14.20     12.50     7.05
  Third quarter     14.50     10.09     16.25     10.75
  Fourth quarter     10.90     8.40     18.50     14.55

        The Company paid cash dividends on its Class A and B common shares during the first three quarters of 2002 at the quarterly rates of $0.075 per Class A share and $0.068 per Class B share. After suspending dividend payments for three quarters, the Company paid cash dividends on its Class A and B common shares in the third and fourth quarters of 2003 at the quarterly rates of $0.025 per Class A share and $0.0225 per Class B share.

        The Company is party to certain credit facilities which restrict the Company's ability to pay dividends on its Class A and B common shares and which also impose debt/equity ratio, minimum shareholders' equity and other financial requirements which may restrict payment of dividends. The Company is in compliance with all of these restrictions. See Note 16(f) to the Financial Statements (Item 8 below), and "Certain Financial Requirements" in Item 7—Management's Discussion and Analysis below.

        In addition, the terms of the Company's $7.25 convertible cumulative preferred shares contain restrictions on the payment of dividends on its Class A and B common shares if accrued dividends or the mandatory redemption price of the preferred shares have not been paid. The Company is current in the payment of all amounts due on its preferred shares. See Note 16(a) to the Financial Statements.

        The Islands of Bermuda where the Company is incorporated have no applicable governmental laws, decrees or regulations which restrict the export or import of capital or affect the payment of dividends or other distributions to nonresident holders of the Class A and B common shares of the Company or which subject United States holders to taxes.

        At March 5, 2004, the number of record holders of the Class A and B common shares of the Company was approximately 1,200 and 300, respectively.

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ITEM 6. Selected Financial Data

Sea Containers Ltd. and Subsidiaries

Year ended December 31,

  2003
  2002
  2001
  2000
  1999
 
 
  (Dollars in thousands, except per share amounts)

 
Revenue   $ 1,644,709   $ 1,614,860   $ 1,215,759   $ 1,297,103   $ 1,306,742  
   
 
 
 
 
 
Net earnings on class A and class B common shares   $ 111,370 * $ 41,928   $ 4,546   $ 44,873   $ 48,258 **
   
 
 
 
 
 
Net earnings per class A and class B common share:                                
  Basic   $ 5.28 * $ 2.08   $ 0.24   $ 2.42   $ 2.63 **
   
 
 
 
 
 
  Diluted   $ 5.20 * $ 2.07   $ 0.24   $ 2.42   $ 2.62 **
   
 
 
 
 
 
Cash dividends per class A common share   $ 0.05   $ 0.225   $ 0.30   $ 0.975   $ 1.10  
   
 
 
 
 
 
Cash dividends per class B common share   $ 0.045   $ 0.204   $ 0.272   $ 0.878   $ 0.9945  
   
 
 
 
 
 
Total assets   $ 2,761,917   $ 2,796,834   $ 2,652,446   $ 2,608,990   $ 2,515,417  
   
 
 
 
 
 
Debt and capital lease obligations   $ 1,589,626   $ 1,784,274   $ 1,673,803   $ 1,628,104   $ 1,700,285  
   
 
 
 
 
 
Shareholders' equity   $ 731,813   $ 586,832   $ 492,905   $ 524,557   $ 485,481  
   
 
 
 
 
 

*
Year ended December 31, 2003 includes a gain on sale of ferry assets and non-recurring charges of $54,000,000. Excluding this net gain, net earnings on class A and class B common shares would be $57,370,000 and net earnings per class A and class B common share would be $2.72 basic and $2.70 diluted.

**
Year ended December 31, 1999 includes the cumulative effect of change in accounting principle of $12,306,000 ($0.67 per share (basic) and $0.65 per share (diluted)).

See notes to consolidated financial statements (Item 8 below).

26



ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

        At December 31, 2003, SCL's cash balances totaled $213,313,000. Additionally, there were undrawn working capital bank lines amounting to approximately $130,000,000.

        Changes in the cash position over the last three years can be summarized as follows (dollars in thousands):

 
  2003
  2002
  2001
 
Net cash provided by operating activities   $ 98,424   $ 193,732   $ 105,300  
Proceeds from sale of ferry and other fixed assets     228,562     8,834     76,249  
Issuance of long-term debt     52,701     202,201     162,916  
Issuance of shares     24,655     127     47  
Sale of OEH shares by SCL         68,650     1,518  
   
 
 
 
      404,342     473,544     346,030  
Capital expenditures     (37,625 )   (123,718 )   (90,612 )
Acquisitions and investments, net of cash acquired         (85,503 )   (40,799 )
Cash reduction from deconsolidation of OEH         (56,355 )    
Principal payments under long-term debt     (123,670 )   (163,345 )   (139,893 )
Principal payments on disposal of ferry and other fixed assets     (109,698 )        
Debentures and senior notes retired     (136,323 )   (9,700 )   (9,059 )
Dividends on shares     (2,131 )   (5,414 )   (6,592 )
Purchase and retirement of OEH shares             (1,407 )
   
 
 
 
      (5,105 )   29,509     57,668  

Working capital facilities and redrawable loans (repaid)/drawn

 

 

(18,542

)

 

(41,824

)

 

34,092

 

Effect of exchange rate on cash and cash equivalents

 

 

18,938

 

 

13,401

 

 

(2,657

)
   
 
 
 
(Decrease)/increase in cash and cash equivalents   $ (4,709 ) $ 1,086   $ 89,103  
   
 
 
 

        In 2003, SCL had a positive cash flow from operations (after interest) of $98,424,000 (2002—$193,732,000, 2001—$105,300,000) and proceeds from the sale of ferry and other fixed assets of $228,562,000 (2002—$8,834,000, 2001—$76,249,000), all of which were principally utilized to repay debt and fund capital expenditures, acquisitions and working capital, as was the case in 2002 and 2001. Cash flow from operations decreased in 2003 from 2002 mainly due to decreased earnings from ferry and leisure operations (including the effects of deconsolidating OEH in the fourth quarter of 2002) and increased working capital, offset in part by increased earnings from container operations, rail operations and other operations, a decrease in net finance costs resulting primarily from a reduction in interest expense due to a reduction in debt (including the repayment of the 91/2% and 101/2% senior notes due July 1, 2003 which were not exchanged for 13% senior notes due 2006) and lower interest rates on floating rate debt, together with increased undistributed earnings of affiliates (including OEH and GE SeaCo investments offset by the effect of the acquisition of Silja in 2002). Cash flow from operations increased in 2002 from 2001 mainly due to increased earnings from ferry and rail operations, including the effect of consolidating Silja from May 1, 2002, increased gains from the sale by SCL of OEH shares and decreases in net finance costs and working capital, all partly offset by decreased earnings from container operations and leisure operations, including the effects of deconsolidating OEH in the fourth quarter of 2002.

        Proceeds from bank borrowings in 2003 amounted to approximately $52,700,000 (2002—$202,200,000, 2001—$162,900,000), of which $3,600,000 (2002—$nil, 2001—$24,900,000) was drawn under loans secured by containers and related factory and depot assets, repayable mainly over five to

27



ten years, $13,800,000 (2002—$112,513,000, 2001—$8,800,000) was drawn under loans secured by ferry-related assets, repayable over five to ten years, $2,500,000 (2002—$2,200,000, 2001—$nil) was drawn under loans secured by rail assets, repayable over three years, and $32,800,000 (2002—$87,488,000, 2001—$129,200,000) was drawn under term loans mainly secured by leisure and other assets and investments, repayable over five to seven years.

        In December 2003, the Company sold 1,423,800 newly issued class A common shares in an SEC-registered public shelf offering raising net proceeds of about $24,700,000. This offering was completed in January 2004 when the Company sold 576,200 additional shares raising net proceeds of about $10,900,000. These proceeds were added to SCL's working capital. In February 2004, the Company registered with the SEC another shelf offering of 2,200,000 newly issued class A shares, but no shares have been sold to date. Also in February 2004, the Company announced it planned to make a public offering of up to $150,000,000 of new unsecured senior notes with an expected term of up to ten years for the purposes of repaying the Company's 121/2% senior subordinated debentures that mature on December 1, 2004 and other debt, funding possible acquisitions or adding to working capital.

        In 2002, SCL sold in an SEC-registered public offering a total of 4,921,500 shares of OEH that SCL owned (2001—75,200 shares) realizing net proceeds of $68,700,000 (2001—$1,500,000). This included the sale on November 14, 2002 of 3,100,000 OEH shares that resulted in the deconsolidation of OEH. See Note 2 to the Financial Statements (Item 8 below). SCL used the sale proceeds principally to repay debt and fund capital expenditures. In January 2003, OEH filed a registration statement with the SEC relating to a further offering by SCL of all of its remaining 14,403,300 shares in OEH. No additional shares of OEH have been sold by SCL to date under that registration statement.

        In 2003, SCL made capital expenditures totalling approximately $38,000,000 relating primarily to the purchase and improvement of ferry-related assets and container assets, and made no significant acquisitions or other investments during the year. The majority of these expenditures was financed from medium- or long-term bank borrowings. This contrasts with 2002 when SCL made significant acquisitions and investments including SCL's acquisition of 50% of Silja and OEH's acquisition of three hotels before it was deconsolidated from SCL. Capital expenditures in 2004 are expected to be at a similar level to 2003, and SCL management believes these can be adequately funded from debt or lease financings, operating cash flow and other available cash sources including the public offerings referred to in the preceding paragraphs.

        In 2003, the Company made an exchange offer of 13% senior notes due 2006 for its outstanding $158,798,000 principal amount of 91/2% and 101/2% senior notes that matured on July 1, 2003, and a separate exchange offer of 121/2% senior notes due 2009 for its outstanding $98,883,000 principal amount of 121/2% senior subordinated debentures that mature on December 1, 2004. The offer of 13% senior notes expired in late June, and the Company accepted for exchange $22,475,000 of 91/2% and 101/2% senior notes into an equal principal amount of new 13% senior notes. The offer of 121/2% senior notes expired in late July, and the Company accepted for exchange $19,154,000 of 121/2% debentures into an equal principal amount of new 121/2% senior notes. As noted above, the Company plans to refinance the balance of the 121/2% debentures with the proceeds of a new series of senior notes.

        The balance of the 91/2% and 101/2% senior notes were repaid on July 1, 2003 with the proceeds of a one-year $158,000,000 secured bridge loan to SCL from a syndicate of banks. The primary security for this loan was the shares in Company subsidiaries whose assets were at the time designated to be sold and the shares in OEH owned by the Company. In December 2003, this loan was amended as a revolving credit loan facility in the amount of $100,000,000, of which $32,000,000 was borrowed at December 31, 2003.

28



        Later in July 2003, SCL completed the sale of its Isle of Man Steam Packet ferry business in the Irish Sea ("Steam Packet"). at a cash sale price of approximately $240,000,000 resulting in a gain on sale of approximately $100,000,000. Part of the sale proceeds was used to repay $101,500,000 of outstanding debt of Steam Packet and $120,000,000 to repay part of the bridge loan referred to in the preceding paragraph used to retire 91/2% and 101/2% senior notes of the Company on July 1.

        In November 2003, SCL refinanced the main loan facility of its Silja subsidiary as well as SCL borrowings used to fund in part its Silja investments since 1999. Silja entered into a €341,000,000 ($430,000,000) term loan and revolving credit facility with a syndicate of banks guaranteed by the Company, and the Company entered into a related €54,000,000 ($68,000,000) loan facility with the same syndicate. The primary security for both facilities are mortgages on certain of Silja's ships with the Company loan subordinated to the Silja loan. Proceeds in excess of those needed to refinance existing loans amounting to about $32,000,000 were available for SCL's general corporate purposes.

        The exchange offers for 91/2% and 101/2% senior notes and 121/2% senior subordinated debentures, the sale of Steam Packet and repayment of the balance of the 91/2% and 101/2% senior notes with the sale proceeds, and the refinancing of Silja, all as described above, were part of SCL's planned restructuring of certain debt as outlined under the heading "Proposed Restructuring of Debt" in Item 7—Management's Discussion and Analysis in Amendment No. 1 of the Company's 2002 Form 10-K annual report. The next steps of this plan include extension of the maturity of SCL's $129,000,000 revolving credit facility from a bank syndicate secured by container equipment coming due in October 2004, the refinancing of the remaining 121/2% senior subordinated debentures and perhaps other debt with the net proceeds of the issue and sale of new senior unsecured notes of the Company referred to above, the sale of additional newly issued class A common shares of the Company, and the sale of OEH common shares owned by SCL. Sales of senior notes and Company and OEH shares will depend on market conditions. Management believes that the foregoing planned transactions as well as cash available from operations, other financings and other readily saleable assets of SCL will be sufficient to service SCL's 2004 and later obligations for the foreseeable future.

        GNER's passenger rail franchise comes up for renewal in April 2005. On January 29, 2004, the SRA announced it would invite bids from all interested persons to operate the franchise for a new term of seven to ten years after it expires, and GNER plans to bid to renew the franchise. However, there can be no assurance that GNER will be awarded the franchise or that the currently pending dispute with the SRA may not affect its willingness to continue GNER as the franchisee (see Note 18(b)). Failure to renew or extend the franchise in 2005 could require SCL to terminate its rail operations, unless SCL is awarded another passenger franchise, and could adversely affect SCL's future earnings.

Contractual Obligations Summary

        The following table summarizes SCL's known material contractual obligations, excluding accounts payable and accrued liabilities, in 2004 and later years as of December 31, 2003. The data are derived from Notes 7 (Assets under capital lease), 9 (Working capital facilities), 10 (Long-term debt), 11

29



(Senior notes and subordinated debentures), 16(a) (Redeemable preferred shares) and 18 (Commitments and contingencies) to the Financial Statements (dollars in thousands):

Year ended December 31,

  2004
  2005-06
  2007-08
  Thereafter
  Total
Working capital facilities   $ 2,235   $   $   $   $ 2,235
Long-term debt     277,536 *   273,954     281,462     363,037     1,195,989
Senior notes         137,475     149,750     19,154     306,379
Senior subordinated debentures     79,571 **               79,571
Capital leases     5,272     3,495     559         9,326
Redeemable preferred shares         15,000             15,000
Operating leases***     269,785     114,286     15,911     64,559     464,541
Purchase commitments     16,000                 16,000
   
 
 
 
 
    $ 650,399   $ 544,210   $ 447,682   $ 446,750   $ 2,089,041
   
 
 
 
 

*
The 2004 long-term debt amount includes $161,000,000 due under bank-syndicated loan facilities that SCL expects to extend or refinance during the year including the $129,000,000 container revolving credit facility referred to above.

**
SCL plans a public offering in 2004 of new senior notes to refinance these debentures as noted above.

***
Operating lease payments include a total of $353,566,000 in 2004 and 2005 relating to GNER rental payments in respect of rolling stock and access charges for railway infrastructure. These commitments are payable only while GNER holds the passenger rail franchise which currently expires in April 2005.

Off-Balance Sheet Arrangements

        SCL has no material off-balance sheet arrangements at December 31, 2003 other than those involving its equity investees reported in Notes 4(b), 10 and 22, and commitments and contingencies and derivative financial instruments reported in Notes 18 and 19.

Certain Financial Requirements

        SCL is party to material credit/financing agreements described in Notes 10 and 11 to the Financial Statements which impose certain financial requirements.

        One is the $129,000,000 revolving credit facility secured by container equipment with a group of banks referred to above. This facility imposes financial covenants on SCL, including (i) a requirement to maintain a minimum consolidated tangible net worth (including preferred shares), (ii) a requirement not to exceed a specified leverage ratio, (iii) requirements to maintain a minimum debt service coverage ratio and minimum interest coverage ratios, (iv) a requirement that SCL not suffer losses in any two consecutive years, and (v) limitations on the payment of dividends, redemption of capital stock or subordinated indebtedness, and investments in third parties, which limitations are calculated by reference to the sum of a base amount, one-half of cumulative net earnings from 1992, and the net proceeds from certain capital stock offerings, less the cumulative amounts of certain restricted payments and repurchases of preferred shares and subordinated debt, and less certain investments in unrelated parties.

        The $79,729,000 principal amount of unsecured 121/2% senior subordinated debentures due 2004 referred to above (including $158,000 of unamortized discount) and the $19,154,000 principal amount of unsecured 121/2% senior notes due 2009 contain covenants restricting (i) the incurrence by SCL of indebtedness unless SCL meets a minimum cash flow coverage ratio, as defined, (ii) the payment of

30



dividends, redemption of capital stock or subordinated indebtedness, and investments in third parties (which restriction is similar to the equivalent one in the container facility described above), (iii) transactions between SCL and its affiliates unless they are on arm's-length terms, (iv) limitations on the ability of certain material subsidiaries of the Company to restrict payments to the Company, (v) the disposition of proceeds of asset sales by SCL, (vi) any lines of business that are not similar or related to SCL's existing businesses, and (vii) the ability of SCL to amalgamate, consolidate or merge with or into another entity or to dispose of its assets substantially as an entirety. If SCL fails to maintain a specified amount of consolidated tangible net worth, or if a change of control of SCL occurs, the Company is obligated to make an offer to purchase 10% of the debentures or notes at par in the case of the net worth test and 100% of the debentures or notes at 101% of the principal amount in the case of a change of control.

        The $149,750,000 principal amount of 77/8% senior notes due 2008, $115,000,000 principal amount of 103/4% senior notes due 2006 and $22,475,000 principal amount 13% senior notes due 2006 (all unsecured obligations and including $573,000 of unamortized discount on the 103/4% notes) contain restrictive covenants substantially the same as those in the 121/2% debentures and notes described above. In addition, the notes contain covenants restricting (i) incurrence by SCL of liens on its assets or property unless the notes are secured equally, subject to certain exceptions, and (ii) sale and leaseback transactions by SCL, subject also to certain exceptions.

        A consolidated subsidiary of the Company has a $226,701,000 container securitization facility. Under it, the subsidiary, a bankruptcy-remote company formed to facilitate asset securitization, issued a senior note and the Company issued an effectively subordinated note. The senior note in the principal amount of $206,321,000 is non-recourse to the Company and is amortizing using the subsidiary's net cash flow. Upon a change of control of the Company, the senior note would come due. The subordinated note in the principal amount of $20,380,000 began its five-year amortization period in October 2001. The subordinated note requires that SCL (i) not exceed a specified leverage ratio, (ii) maintain a minimum consolidated tangible net worth, and (iii) maintain a minimum interest coverage ratio. The overall interest rate of this facility is approximately 1.10% to 1.31% over LIBOR. At December 31, 2003, $223,201,000 was outstanding under this facility which is included in the debt obligations of SCL on its consolidated balance sheet, and no further amount could be borrowed. SCL has no present plan to enter into a container securitization facility in the future.

        As noted above, in November 2003, Silja entered into a €341,000,000 ($430,000,000) term loan and revolving credit facility agreement with a syndicate of banks guaranteed by the Company, and the Company entered into a related €54,000,000 ($68,000,000) loan facility agreement with the same syndicate. The non-revolving credit portion of the Silja loan is repayable in installments with interest on both portions at EURIBOR plus 1.625% p.a. and a final maturity in October 2010. The Company loan is also repayable in installments with interest at EURIBOR plus 2.125% p.a. maturing in October 2008. The Silja loan requires Silja on a consolidated basis with its subsidiaries (i) to maintain a minimum net book value and minimum debt service coverage ratio (both as defined) and (ii) to maintain minimum seasonal liquidity levels. The Company loan requires SCL (i) to maintain a minimum consolidated tangible net worth (as defined), (ii) not to exceed a specified leverage ratio and (ii) to meet certain cash maintenance requirements.

        At December 31, 2003, the Company and its subsidiaries were in full compliance with all of the foregoing credit/financing agreements as well as less material ones to which they are party. Although management believes that SCL's current operating plans will not be restricted by the various financial covenants described above, changes in economic or business conditions, results of operations or other factors may in the future result in circumstances in which the covenants restrict SCL's plans or business operations.

31



Leverage; Foreign Currency Fluctuations

        At December 31, 2003, SCL's consolidated long-term indebtedness was $1,589,626,000 (2002—$1,784,274,000) and its consolidated shareholders' equity totalled $731,813,000 (2002—$586,832,000) including redeemable preferred shares amounting to $15,000,000 (2002—$15,000,000). The terms of SCL's indebtedness described above permit SCL to incur substantial additional indebtedness from time to time. The degree to which SCL is leveraged may affect its ability to obtain additional financing in the future for working capital, capital expenditures, product and service development and general corporate purposes, to utilize cash flow from operations for purposes other than debt service, and to overcome seasonal or cyclical variations in its business. The ability of SCL to satisfy its obligations and to reduce its debt is dependent upon the future performance of SCL, which will be subject to prevailing economic conditions and to financial, business and other factors, including factors beyond the control of SCL.

        The acquisition by SCL of new assets and properties, both for growth as well as for replacement, is capital intensive. The availability of new capital to finance these expenditures depends on prevailing market conditions and the acceptability of financing terms offered to SCL. Management believes that capital expected to be available to SCL under various lines of credit, financing agreements, equity offerings and other sources, and from dispositions of existing assets and properties, as well as cash generated from operations, should be sufficient to meet SCL's capital requirements in 2004 and for the foreseeable future. No assurance, however, can be given that financing will continue to be available, or available on acceptable terms.

        Approximately 72% of SCL's consolidated long-term indebtedness at December 31, 2003 (2002—64%) accrued interest at rates that fluctuate with prevailing interest rates and, accordingly, increases in such rates may increase SCL's interest payment obligations. At December 31, 2003, SCL had entered into interest rate swaps with financial institutions in order to manage its floating interest rate exposure, thereby reducing the proportion of fluctuating interest rate indebtedness to 61%. See Item 7A—Quantitative and Qualitative Disclosures about Market Risk, and Note 19 to the Financial Statements.

        Substantial portions of SCL's revenues and expenses are denominated in foreign currencies, especially the British pound sterling and the European euro. A large part of SCL's rail and ferry businesses operates in and around Great Britain and certain corporate costs and selling, general and administrative expenses of SCL relate to its London offices. Fluctuations in the values of these currencies in U.S. dollar terms may affect SCL's financial condition and results of operations. The impact of these fluctuations is mitigated to the extent that SCL has both revenue and expenses denominated in the same currencies. If revenue and expense items become imbalanced, SCL may enter into forward foreign exchange contracts from time to time in order to hedge the imbalance. See Item 7A—Quantitative and Qualitative Disclosures about Market Risk, and Note 19 to the Financial Statements.

Results of Operations (2003 compared to 2002, and 2002 compared to 2001)

Revenue and Other

        The total revenue and other increase of $47,473,000 in 2003 and $367,412,000 in 2002 included an increase of $9,704,000 and a decrease of $9,372,000, respectively, from equity in the earnings/losses of unconsolidated companies and, in 2003, increased asset sale gains of $7,920,000 (including a gain of $5,000,000 from the sale of land at Newhaven port in 2003 together with reduced container disposal losses of $5,803,000, offset by reduced sales gains of $2,883,000 from the sale by the Company of OEH shares in 2002), while in 2002, asset sale gains were lower by $22,317,000 (mainly due to the effect of gains of $20,200,000 from the Heysham and Newhaven port sales in 2001). Of the remaining revenue increase of $29,849,000 in 2003 and $399,101,000 in 2002, increases of $210,016,000 and $372,358,000, respectively, related to ferry operations, $27,444,000 and $71,905,000, respectively, to rail operations

32



and $4,045,000 and $8,519,000, respectively, to other activities, offset by decreases of $2,640,000 and $10,461,000, respectively, related to SCL's remaining container operations and decreases of $209,016,000 and $43,220,000, respectively, related to leisure operations.

        The $9,704,000 increase in the equity in the earnings/losses of unconsolidated companies in 2003 included an increase of $1,803,000 from OEH and an increase of $6,659,000 from GE SeaCo offset by Silja which became a consolidated subsidiary on May 1, 2002 (see Note 4(a) to the Financial Statements). The improvement at GE SeaCo was mainly due to the increased ontake and leasing out of new containers.

        The $9,372,000 decrease in equity in earnings/losses of unconsolidated companies in 2002 mainly related to the effect of the acquisition and consolidation of Silja effective May 1, 2002, offset in part by an equity share of OEH for the fourth quarter of 2002 following the deconsolidation of OEH (see Note 2) and by increased earnings from GE SeaCo.

        The ferry revenue increase of $210,016,000 in 2003 included adjustment for the favorable effects of the strengthening of the British pound and the euro against the U.S. dollar, amounting to $18,773,000 and $63,377,000, respectively, resulting in an increase of $127,866,000. This increase arose primarily from Silja operations of $193,954,000 offset by a decrease of $66,088,000 on other ferry operations including the absence of the Steam Packet's revenues for the last six months of 2003 (amounting to $43,800,000 in 2002) following the sale of the business effective July 1, 2003, together with reduced revenue relating to Hoverspeed's cross-Channel services amounting to $17,500,000, the remaining Irish Sea services amounting to $4,600,000 and other operations of $200,000.

        The ferry revenue increase in 2002 of $372,358,000 included $357,858,000 from Silja operations, which was consolidated effective May 1, 2002, leaving an increase of $14,500,000 on other operations which included adjustment for the favorable effect of the strengthening of the British pound against the U.S. dollar, amounting to $7,680,000, resulting in an increase of $6,820,000. This increase arose mainly from the Irish Sea services amounting to $6,500,000, Hoverspeed's cross-Channel services amounting to $4,000,000 and New York harbor ferry services amounting to $3,700,000, partly offset by reduced revenue from port operations amounting to $5,000,000 following the sale of the ports of Heysham and Newhaven in 2001 together with reduced revenue from charters and other operations of $2,400,000.

        The rail revenue increase in 2003 of $27,444,000 included adjustment for the favorable effect of the strengthening of the British pound against the U.S. dollar amounting to $64,939,000, resulting in a decrease of $37,495,000 which was mainly due to reduced compensation from Network Rail and other claims for disruption to GNER's rail services partly offset by an improvement in ticket revenues from increased passenger volumes.

        The rail revenue increase in 2002 of $71,905,000 included adjustment for the favorable effect of the strengthening of the British pound against the U.S. dollar amounting to $25,994,000, resulting in an increase of $45,911,000 which mainly related to higher compensation from Network Rail for disruption to GNER's rail services.

        The decrease in container operations (excluding GE SeaCo) in 2003 of $2,640,000 related to a reduction of $3,411,000 on leasing (reflecting the effect of lower equipment lease rates and reduced fleet size offset by improved utilization) together with reduced cargoship revenue of $633,000, partly offset by increased revenue from SCL's manufacturing and depot facilities of $1,404,000.

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        The container division decrease (excluding GE SeaCo) in 2002 of $10,461,000 related to a reduction of $15,300,000 on leasing operations reflecting mainly the effect of lower lease rates offset by improved equipment utilization compared to 2001 together with reduced cargoship revenues of $3,300,000, partly offset by increased sales revenue of $8,200,000 from SCL's container manufacturing and depot facilities.

        The 2003 revenue decrease of $209,018,000 from leisure operations reflected the absence of revenue resulting from the deconsolidation of OEH which took place in the fourth quarter of 2002 (see Note 2).

        The 2002 revenue decrease of $43,220,000 from leisure operations primarily reflected the absence of $56,490,000 of revenue resulting from the deconsolidation of OEH in the fourth quarter of 2002 partly offset by the revenue increase of $13,270,000 for the nine months to September 30, 2002 compared with the same period in 2001. The increase to September 30, 2002 of $13,270,000 included total revenue of $20,063,000 from hotels acquired in 2002 and 2001, together with $1,322,000 from tourist train and cruise operations. These increases were partly offset by reduced revenue of $9,329,000 from the North American, European and Australian properties and the Copacabana Palace Hotel. Excluding the 2002 and 2001 acquisitions, the overall revenue decrease on leisure operations was mainly due to the adverse impact on travel and tourism from the terrorist attacks on September 11, 2001, the continuing threat of terrorism and an Iraqi war, and the weakened regional economies.

        Revenue from other activities increased by $4,045,000 in 2003 and $8,519,000 in 2002, with the increase in 2003 relating mainly to publishing ($2,000,000), the Corinth Canal concession ($900,000), fruit farming ($700,000) and property-related activities ($400,000). The increase in 2002 related mainly to the award of the Corinth Canal concession in 2001 ($4,100,000) and increased revenue from the grape farm ($2,100,000), property-related activities ($1,300,000) and publishing ($1,200,000).

Depreciation and Operating Expenses

        Depreciation and operating expenses increased in the aggregate in 2003 by $81,269,000 (an increase as a percent of revenue from 76% to 80%) and in 2002 by $273,989,000 (a decrease as a percent of revenue from 79% to 76%).

        The 2003 increase in ferry operations of $196,159,000 included adjustment for the adverse effect of the strengthening of the British pound and the euro against the U.S. dollar which amounted to $16,386,000 and $47,082,000, respectively, resulting in an increase of $132,691,000. This primarily related to Silja's operations of $181,150,000 partly offset by a decrease of $48,459,000 on other operations including the absence of the Steam Packet's costs of $26,300,000 together with decreased costs from Hoverspeed's cross-Channel services of $16,300,000 (comprising $18,400,000 from the Dover-Ostend service which was closed in the fourth quarter of 2002 offset by $2,100,000 from the Dover-Calais service) and the remaining Irish Sea services of $8,700,000, partly offset by increased costs from New York harbor ferry services of $1,600,000 and other ferry activities of $1,200,000.

        The 2002 increase in ferry operations of $270,166,000 included $260,188,000 relating to Silja operations leaving an increase on other operations of $9,978,000 which included adjustment for the adverse effect of the strengthening the British pound against the U.S. dollar amounting to $6,928,000, resulting in an increase of $3,050,000. This increase mainly related to increased costs from the Irish Sea services ($3,200,000), New York harbor ferry services ($2,600,000) and charter and other operations ($1,500,000) partly offset by the absence of port operations costs ($3,400,000) and reduced costs from Hoverspeed's cross-Channel services ($900,000). In 2002, the estimated useful lives of certain vessels for depreciation purposes were extended from 20 to 30 years. The impact of this change in estimate resulted in a decrease in the above costs of $5,800,000 for the year ended December 31, 2002.

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        The 2003 increase in rail operations of $1,575,000 included adjustment for the adverse effect of the strengthening of the British pound against the U.S. dollar amounting to $51,659,000, resulting in a decrease of $50,084,000 due largely to reduced net access charges including the effect of higher contractual compensation payments received from Network Rail.

        The 2002 increase in rail operations of $25,953,000 included adjustment for the adverse effect of the strengthening of the British pound against the U.S. dollar amounting to $21,980,000, resulting in an increase of $3,973,000 which mainly related to increased operating costs, including the effect of the elimination of GNER's subsidy from the British government ($7,000,000 in 2001).

        The 2003 decrease of $4,483,000 in container operations mainly related to cost reductions on SCL's leasing operations of $3,009,000 and cargoship operations of $2,070,000 partly offset by increased costs from SCL's container manufacturing and depot facilities of $596,000.

        The 2002 decrease of $4,385,000 in container operations related to cost reductions on SCL's leasing operations of $5,800,000 and cargoship operations of $3,600,000 partly offset by increased costs from SCL's container manufacturing and depot facilities of $5,000,000.

        Leisure expenses decreased by $114,618,000 in 2003, which reflected the absence of costs resulting from the deconsolidation of OEH which took place in the fourth quarter of 2002.

        The leisure expenses decrease of $21,746,000 in 2002 primarily reflected the absence of $32,423,000 of costs resulting from the deconsolidation of OEH in the fourth quarter partly offset by the increase in costs of $10,677,000 for the first nine months of 2002 compared with the same period in 2001. The increase in leisure division costs of $10,677,000 included an increase of $9,043,000 on hotel operations of which $10,968,000 related to the acquisitions in 2002 and 2001 and $456,000 to European properties, offset by decreases on the existing hotels of $2,381,000. The overall increase also included $1,634,000 on tourist train and cruise operations.

        Depreciation and operating expenses relating to other activities increased by $2,636,000 in 2003 and by $3,999,000 in 2002 with the increase in 2003 mainly relating to publishing activities ($1,124,000), the Corinth Canal concession ($967,000), fruit farming ($248,000) and property-related activities ($220,000) while 2002 mainly related to the Corinth Canal concession ($2,634,000), publishing ($882,000) and property-related activities ($804,000).

Selling, General and Administrative Expenses

        These expenses decreased by $11,267,000 in 2003 (a decrease as a percent of revenue from 14% to 13%) and increased by $57,456,000 in 2002 (14% of revenue in 2002 and 2001).

        The overall increase of $36,160,000 in ferry operations in 2003 included $41,082,000 relating to Silja operations (of which $7,481,000 related to the adverse effect of the strengthening of the euro against the U.S. dollar). The remaining decrease of $4,922,000 included adjustment for the adverse effect of the strengthening of the British pound against the U.S. dollar, which amounted to $2,356,000, resulting in a decrease of $7,278,000 which was mainly due to the absence of Steam Packet's expenses ($4,300,000) together with reduced costs from Hoverspeed's cross-Channel services ($3,900,000) and the remaining Irish Sea services ($1,600,000), partly offset by increased central costs ($2,500,000).

        The overall increase of $39,795,000 on ferry operations in 2002 included $42,787,000 relating to Silja operations. The remaining decrease of $2,992,000 on other ferry operations included adjustment for the adverse effect of the strengthening of the British pound against the U.S. dollar, amounting to $1,327,000, resulting in a decrease of $4,319,000 which included reduced costs from Hoverspeed's cross-Channel services ($2,100,000), the absence of port operations costs in 2002 ($600,000) and a reduction in costs from New York harbor services ($300,000) and central overheads ($1,800,000) partly offset by increased costs on Irish Sea services ($700,000).

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        The increased rail expense of $7,679,000 in 2003 included adjustment for the adverse effect of the strengthening of the British pound against the U.S. dollar of $6,850,000, resulting in an increase of $829,000.

        The increased rail expense of $22,375,000 in 2002 included adjustment for the adverse effect of the strengthening of the British pound against the U.S. dollar of $2,126,000, resulting in an increase of $20,249,000 which was mainly due to increased central costs and professional fees.

        The increased container division expense of $1,926,000 in 2003 was mainly due to reduced costs from SCL's container manufacturing and depot facilities ($1,800,000).

        The increased container expense of $714,000 in 2002 was mainly due to increased costs from SCL's leasing operations partly offset by reduced costs from SCL's container manufacturing and depot facilities.

        The decrease in leisure expenses of $62,207,000 in 2003 reflected the absence of costs resulting from the deconsolidation of OEH which took place in the fourth quarter of 2002.

        The decrease of $10,039,000 in leisure expenses in 2002 primarily reflected the absence of $18,581,000 of costs resulting from the deconsolidation of OEH in the fourth quarter of 2002, partly offset by the increase in costs for the first nine months of 2002 compared with the same period in 2001 of ($8,542,000). The increase of $8,542,000 included $6,367,000 relating to the acquisitions made in 2002 and 2001 and $1,673,000 to the European hotels.

        Other activities costs increased by $2,175,000 in 2003 and by $4,611,000 in 2002. The increase in 2003 mainly related to publishing ($1,236,000) and the Corinth Canal concession ($278,000) together with increased corporate costs ($760,000), while the increase in 2002 mainly related to the Corinth Canal ($1,139,000), the grape farm ($1,247,000) and property-related activities ($512,000) together with increased corporate costs ($1,530,000).

Gain on sale of ferry assets and non-recurring charges

        See Note 3 regarding the sale of Steam Packet and recognition of non-recurring charges in 2003.

Net Finance Costs

        Net finance costs in 2003 decreased by $29,377,000 of which a reduction of $14,682,000 related to the deconsolidation of OEH, offset by $11,795,000 of interest expense on Silja operations consolidated from May 1, 2002 (which included the adverse effect of the strengthening of the euro against the U.S. dollar amounting to $3,700,000), leaving a decrease of $26,490,000. This decrease mainly related to a decrease in interest expense of $10,900,000 from the repayment of $136,323,000 principal amount of 91/2% and 101/2% senior notes on July 1, 2003 which were not exchanged for 13% senior notes due 2006 (see Note 11) and repayment of the loan of $101,500,000 secured on the assets of the Steam Packet business (see Note 3), together with reduced interest rates on floating-rate debt and increased foreign exchange gains of $863,000. These decreases were partly offset by the issue of $22,475,000 principal amount 13% senior notes due 2006 in exchange for the equivalent principal amount of 91/2% and 101/2% senior notes due 2003, together with increased interest expense on additional debt used to finance acquisitions and investments and the effect of a gain of $1,000,000 on the redemption of Silja convertible bonds in 2002.

        The net finance cost decrease of $1,211,000 in 2002 included an increase in interest and related income of $2,390,000 (including increased foreign exchange gains of $3,800,000 and a gain on redemption of Silja convertible bonds of $1,000,000 in 2002, partly offset by the gain of $2,141,000 on retirement of senior notes and debentures in 2001) offset by an increased interest expense of $1,179,000 which included Silja's interest expense of $13,851,000 and the effect of increases in debt

36



relating to the cost of ferry and leisure asset purchases in 2002 and 2001, partly offset by the effect of the OEH deconsolidation in the fourth quarter of 2002 of $3,828,000 together with lower interest rates on existing floating rate debt.

Minority interests

        Following the acquisition of Silja on May 1, 2002, a minority interest of $2,333,000 for the two months to June 30, 2002 related to the share of Silja's net earnings attributable to the Silja shares not held by SCL during that period. The minority interest in OEH decreased in 2002 by $2,427,000 primarily due to the effect of the deconsolidation of OEH in the fourth quarter of 2002 when SCL began accounting for its investment in OEH net earnings under the equity method of accounting (see Note 2).

Taxes on Income

        The income tax charges in 2003 and 2002 related to subsidiaries in taxpaying jurisdictions. No income taxes are levied in Bermuda, which is the Company's place of incorporation.

Net Earnings

        Net earnings on common shares in 2003 were $69,442,000 higher than in 2002. Earnings before net finance costs increased by $31,471,000 of which $54,000,000 related to the gain on sale of ferry assets and non-recurring charges (see Note 3) which was offset by $11,416,000 from the absence of the Steam Packet's earnings and $30,388,000 relating to leisure operations (reflecting the effect of SCL's reduced share of OEH results following the deconsolidation of OEH in the fourth quarter of 2002). The remaining increase of $19,275,000 related to increased profits from container-related activities of $12,486,000 (principally from GE SeaCo), rail operations of $15,190,000 (including the favorable effect of the strengthening of the British pound against the U.S. dollar amounting to $6,430,000 and increased passenger volumes and Network Rail compensation payments) and other activities of $1,351,000 (of which $5,000,000 related to the gain on sale of land at Newhaven port in 2003 offset by the absence of OEH share sale gains of $2,883,000 in 2002) partly offset by reduced profits from ferry operations of $9,752,000 (mainly Silja operations of $11,148,000 including the consolidation of seasonal losses in the first four months of 2003 following the acquisition in May 2002 offset by the favorable effect of the strengthening of the euro against the U.S. dollar amounting to $9,471,000). Net finance costs decreased in 2003 by $29,377,000 (or by $33,632,000 if adjusted for the adverse effect of the strengthening of the euro against the U.S. dollar amounting to $4,255,000). There was no minority interest charge in 2003 compared with a charge of $10,958,000 in 2002 while the tax charge increased in 2003 by $2,384,000.

        Net earnings on common shares in 2002 were $37,382,000 higher than in 2001. Earnings before net finance costs increased by $35,967,000 or $36,061,000 after adjusting for minority interests above, made up of $26,348,000 from ferry operations, $23,577,000 from rail operations and $2,241,000 from other activities partly offset by decreased earnings from leisure operations of $9,036,000 and from container operations of $7,069,000. The increased profitability of the ferry operations in 2002 compared to 2001 was mainly due to Silja ($29,804,000) following acquisition in May 2002, together with Hoverspeed's cross-Channel services of $7,000,000, Irish Sea services of $2,600,000 and other ferry activities, partly offset by the absence of port operations profits including sale gains of $20,200,000 in 2001. The increase in rail operations of $23,577,000 was primarily due to compensation from Network Rail for disruption to GNER's rail services. The leisure division reduction in profits mainly related to hotel and restaurant activities and the effect of deconsolidating OEH in the fourth quarter of 2002. The decreased earnings from container operations in 2002 mainly related to SCL's leasing operations partly offset by the improved results of GE SeaCo. Net finance costs decreased by $1,211,000 and the tax charge by $110,000.

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Critical Accounting Policies and Estimates

        This discussion of SCL's financial condition and results of operations is based on its consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of those financial statements requires management to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from these estimates under different assumptions or conditions.

        Critical accounting policies are those that reflect significant judgments or uncertainties, and potentially result in materially different results under different assumptions and conditions. Management believes the following are SCL's most critical accounting policies.

Revenue recognition

        SCL's revenues are primarily derived from its four main business segments: ferry operations, rail operations, container operations and leisure operations. Generally, revenues are recognized when the services have been rendered. The following is a description of the composition of revenues of SCL:

    Ferry and rail revenues are recognized when the transportation is provided rather than when a ticket is sold. The amount of ticket sales not yet recognized as revenue is reflected as a liability in the consolidated balance sheet. Periodic evaluations are performed of this estimated liability and any adjustments are included in results of operations for the periods in which the evaluations are completed.

    Container revenues consist of earnings from containers under operating leases and sales-type leases. Revenues from operating leases are recognized on a straight-line basis over the respective lease period. With respect to sales-type leases, a gain or loss is calculated in accordance with Statement of Financial Accounting Standards ("SFAS") No. 13, "Accounting for Leases" and is included in revenue.

    Leisure revenues consist of earnings from OEH. OEH revenue is recognized when rooms are occupied, services have been rendered or upon commencement of tourist train and cruise journeys. OEH management fees represent fees earned under long-term management contracts. Base fee revenues are recognized when earned in accordance with the terms of the contract. Commencing in the fourth quarter of 2002, SCL's economic interest in OEH fell below 50%. As a result, leisure revenues are principally accounted for under the equity method of accounting for investments. See Note 2 to the Financial Statements.

Carrying values of long-lived assets and goodwill

        Management periodically evaluates the recoverability of long-lived assets, including containers, ships, property and finite-lived intangible assets, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. These evaluations include analyses based on the cash flows generated by the underlying assets, profitability information including estimated future operating results, trends or other determinants of fair value. If the value of the asset determined by these evaluations is less than its carrying amount, a loss is recognized for the difference between the fair value and the carrying value of the asset. Future adverse changes in market conditions or poor operating results of the related business may indicate an inability to recover the carrying value of the assets, thereby possibly requiring an impairment charge in the future.

        In accordance with SFAS No. 142, "Goodwill and Other Intangible Assets", indefinite-lived intangible assets and goodwill must be evaluated annually for impairment. Goodwill impairment testing under SFAS No. 142 is performed in two steps, first, the determination of impairment based upon the fair value of a reporting unit as compared with its carrying value and, second, if there is an impairment,

38



the measurement of the amount of impairment loss by comparing the implied fair value of goodwill with the carrying amount of that goodwill. As of December 31, 2003 and 2002, SCL determined the carrying value of all its operating segments was less than their respective derived fair values, indicating that there was no impairment of the recorded goodwill and indefinite-lived intangible assets. To determine fair value, SCL relied on valuation models utilizing discounted cash flows.

Depreciation

        Containers and ships are recorded at cost and, after allowance for salvage value, are depreciated over their estimated useful lives by the straight-line method. The estimated useful lives and salvage values for containers are generally 20 years and 20%, respectively, and for ships generally 30 to 35 years and 15% to 5%, respectively. Real estate and other fixed assets are recorded at cost and are depreciated over their estimated useful lives by the straight-line method. The depreciation rates on freehold buildings range from 25 to 50 years and on machinery and other remaining assets from 5 to 25 years. Leasehold improvements are depreciated over the shorter of the estimated useful life or the respective lease terms.

Pensions

        SCL's pension plans are accounted for using actuarial valuations required by SFAS No. 87, "Employers' Accounting for Pensions", and SFAS No. 106, "Employers' Accounting for Post-Retirement Benefits Other Than Pensions". SCL's minimum pension liability, net of tax was approximately $46,000,000 as of December 31, 2003. Management considers accounting for retirement plans critical to all of SCL's operating segments because management is required to make significant subjective judgments about a number of actuarial assumptions, which include discount rates, health care cost trends and rates, salary growth, long-term return on plan assets and mortality rates.

        Management believes that a 6.9% long-term return on plan assets in 2003 is reasonable despite the recent market volatility in which SCL's plan assets had investment returns of approximately 13% for the year ended December 31, 2003 and investment losses of approximately 17% for the year ended December 31, 2002. In determining the expected long-term rate of return on assets, management has evaluated input from SCL's actuaries and financial advisors, including their review of anticipated future long-term performance of individual asset classes and the consideration of the appropriate asset allocation strategy given the anticipated requirements of the respective plans to determine the average rate of earnings expected on the funds invested. The projected returns by these consultants are based on broad equity and bond indices, including fixed interest rate gilts of long-term duration since the plans are predominantly in the U.K. SCL's expected long-term rate of return is based on a planned asset allocation of 58% in equity investments, with an expected long-term rate of return of 6.9%, and 42% in fixed income investments, with an expected long-term rate of return of 6.9%. SCL's actual asset allocation as of December 31, 2003 was in line with planned allocations. Management regularly reviews SCL's actual asset allocation and periodically rebalances investments to targeted allocations when considered appropriate. While the analysis gives appropriate consideration to recent fund performance and historical returns, the assumption is primarily a long-term, prospective rate. Management will continue to evaluate the expected rate of return at least annually, and will adjust as necessary.

        Depending on the assumptions and estimates used, pension expense could vary within a range of outcomes and have a material effect on SCL's consolidated financial statements. Lowering the expected long-term rate of return on SCL's pension plans by 0.5% (from 6.9% to 6.4%) would have increased pension expense for 2003 by approximately $677,000. Management is currently monitoring and evaluating the level of pension contributions based on various factors that include, but are not limited to, investment performance, actuarial valuation and tax deductibility. Management will evaluate the need for additional contributions in 2004 based on these factors. Management believes that the cash

39



flows from SCL's operations will be sufficient to fund additional contributions, if any, to the plans. See Note 12 to the Financial Statements.

Deferred maintenance costs

        SCL's vessels and train rolling stock are required to incur major repairs and maintenance which cannot be performed while the assets are operating. SCL capitalizes the costs associated with the major repairs and maintenance and amortizes these costs on a straight-line basis over a two-year period. Management believes that these criteria are consistent with industry practice and that SCL's policy of capitalization reflects the economics and market values of the related assets.

Tax assets

        SCL maintains a valuation allowance to reduce its gross deferred tax assets to reflect the amount, based upon SCL's estimates of income, that would likely be realized. If SCL's future operations differed from those in the estimates, SCL may need to increase or decrease the valuation allowance, which could affect its reported operations.

Contingencies

        SCL is subject to the possibility of various loss contingencies arising in the ordinary course of business. SCL considers the likelihood of a loss or impairment of an asset or the incurrence of a liability as well as its ability reasonably to estimate the amount of loss in determining loss contingencies. An estimated loss contingency is accrued when it is probable that a liability has been incurred or an asset has been impaired and the amount of loss can be reasonably estimated. Management regularly evaluates current available information to determine whether such accruals should be adjusted.

        See Note 1 to the Financial Statements for a discussion of accounting policies with respect to these and other items.

Recent Accounting Pronouncements

        SCL's adoption of recent accounting pronouncements is described in Note 1(t) to the Financial Statements.


ITEM 7A. Quantitative and Qualitative Disclosuresabout Market Risk

        As noted under "Leverage; Foreign Currency Fluctuations" in Item 7—Management's Discussion and Analysis above, SCL is exposed to market risk from changes in interest rates and foreign currency exchange rates, as well as fuel price movements. These exposures are monitored and managed by SCL as part of its overall risk management program which recognizes the unpredictability of financial markets and seeks to mitigate potentially material adverse effects on SCL's consolidated earnings and cash flow. As part of this management, SCL enters into interest rate and foreign currency swap contracts, foreign currency forward exchange contracts and fuel price hedge agreements from time to time. See Note 19 to the Financial Statements (Item 8 below). SCL does not use market risk sensitive financial instruments for trading purposes.

        The following discussion includes sensitivity analyses for hypothetical changes in the interest rates, exchange rates or fuel commodity prices that SCL is exposed to. In all cases, the hypothetical change was calculated based on a parallel shift in the forward price curve existing at December 31, 2003. The forward curve takes into account the time value of money and the future expectations regarding the value of the underlying interest rate, currency and commodity.

40



        The market risk relating to interest rates arises mainly from SCL's financing activities. SCL's earnings are affected by changes in interest rates on borrowings, principally based on U.S. dollar LIBOR and EURIBOR, and on short-term cash investments. Management assesses SCL's market risk based on changes in interest rates utilizing a sensitivity analysis. If interest rates increased by 10%, with all other variables held constant, SCL's annual net finance costs, as reported on its Statements of Consolidated Operations, would have increased by approximately $4,300,000 based on its variable rate borrowings and interest rate swap agreements outstanding at December 31, 2003 (2002—$4,900,000). Changes in interest rates also impact the fair value of SCL's fixed rate debt. If interest rates increased by 10%, with all other variables held constant, the fair value of SCL's fixed rate debt would have decreased by approximately $2,000,000 based on amounts outstanding at December 31, 2003 (2002—$2,000,000).

        The market risk relating to foreign currencies arises from buying, selling and financing in currencies other than the U.S. dollar, principally U.K. sterling and euros. Management anticipates this foreign currency exchange rate risk will remain a market exposure for the foreseeable future. Certain non-U.S. subsidiaries of the Company borrow in local foreign currencies, and SCL may enter into forward exchange contracts relating to purchases denominated in foreign currencies in order to manage and mitigate exchange rate risk. SCL had no currency swap agreement in place at December 31, 2003. Management uses a sensitivity analysis to assess the changes in the values of the U.S. dollar on foreign currency denominated monetary assets and liabilities. The primary assumption used in these models is a hypothetical 10% weakening or strengthening of the U.S. dollar against SCL's currency exposure at December 31, 2003. As a result of this analysis, management determined that the impact on monetary assets and liabilities of a 10% change in foreign currency exchange rates in relation to the U.S. dollar would amount to approximately $74,000,000.

        SCL is also exposed to fluctuations in fuel prices, as an increase in the price of fuel would result in lower earnings and increased cash outflows. Management enters into fuel swap contracts from time to time to procure a portion of SCL's fuel requirements and to hedge its exposure to volatility in fuel market prices. These swaps at December 31, 2002 were designated as cash flow hedges for accounting purposes and matured during 2003. See Note 19. Management uses a sensitivity analysis to assess the changes in fuel prices. The primary assumption used in this model is a hypothetical 10% increase in the price of fuel at December 31, 2003. As a result of this analysis, management determined that the impact on operations and cash flows of a hypothetical 10% increase in fuel prices would not be material to the operations and cash flows of SCL.

41



ITEM 8. Financial Statements and Supplementary Data

INDEPENDENT AUDITORS' REPORT

Board of Directors and Shareholders
Sea Containers Ltd.
Hamilton, Bermuda

        We have audited the accompanying consolidated balance sheets of Sea Containers Ltd. and subsidiaries (the "Company") as of December 31, 2003 and 2002, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2003. Our audits also included the financial statement schedule listed in Item 15. These consolidated financial statements and the financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and the financial statement schedule based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes 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, such consolidated financial statements present fairly, in all material respects, the financial position of Sea Containers Ltd. and subsidiaries as of December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

        As disclosed in Note 1 to the consolidated financial statements, effective January 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets".

/s/ Deloitte & Touche LLP

New York, New York
March 12, 2004

42




Sea Containers Ltd. and Subsidiaries

Consolidated Balance Sheets

December 31,

  2003
  2002
 
 
  (Dollars in thousands)

 
Assets              

Cash and cash equivalents

 

$

213,313

 

$

218,022

 
Accounts receivable, net of allowances of $9,790 and $9,365     151,521     134,036  
Prepaid expenses and other     55,498     53,860  
Asset sale receivables     40,284     35,844  
Advances on asset purchase contracts     6,539     5,242  
Containers at cost, less accumulated depreciation of $493,544 and $512,724     470,287     551,712  
Ships at cost, less accumulated depreciation of $135,567 and $140,897     1,165,436     1,105,143  
Assets under capital leases, less accumulated depreciation of $19,169 and $14,748     12,494     15,574  
Real estate and other fixed assets at cost, less accumulated depreciation of $100,787 and $92,619     140,698     179,377  
Inventories     45,991     46,061  
Investments     356,024     323,541  
Goodwill     12,054     31,867  
Other intangible assets, net     52,711     55,620  
Other assets     39,067     40,935  
   
 
 
    $ 2,761,917   $ 2,796,834  
   
 
 
Liabilities and Shareholders' Equity              

Working capital facilities

 

$

2,235

 

$

1,651

 
Accounts payable     125,799     143,454  
Accrued liabilities     299,862     268,063  
Manufacturer accounts payable, notes payable, bank loans and other purchase obligations in respect of containers     353,910     407,358  
Mortgage loans in respect of ships     698,323     579,849  
Obligations under capital leases     8,260     11,763  
Bank loans in respect of real estate and other fixed assets     143,756     264,036  
Senior notes     305,806     422,783  
Senior subordinated debentures     79,571     98,485  
Deferred revenue     10,799     11,025  
   
 
 
      2,028,321     2,208,467  
   
 
 
Minority interest     1,783     1,535  
   
 
 
Shareholders' equity:              
Preferred shares $.01 par value (15,000,000 shares authorized): Issued—150,000 $7.25 convertible cumulative preferred shares (liquidation value of $100 per share)     15,000     15,000  
Class A common shares $.01 par value (60,000,000 shares authorized): Issued—20,932,548 shares (2002—19,500,115)     209     195  
Class B common shares $.01 par value (60,000,000 shares authorized): Issued—14,413,595 shares (2002—14,419,614)     144     144  
Paid-in capital     415,107     389,693  
Retained earnings     871,691     761,364  
Accumulated other comprehensive loss     (179,077 )   (188,303 )
Less: reduction due to class B common shares acquired with voting rights by a subsidiary—12,900,000 shares at cost     (391,261 )   (391,261 )
   
 
 
Total shareholders' equity     731,813     586,832  
   
 
 
Commitments and contingencies          
   
 
 
    $ 2,761,917   $ 2,796,834  
   
 
 

See notes to consolidated financial statements.

43



Sea Containers Ltd. and Subsidiaries

Statements of Consolidated Operations

Year ended December 31,

  2003
  2002
  2001
 
 
  (Dollars in thousands, except per share amounts)

 
Revenue   $ 1,644,709   $ 1,614,860   $ 1,215,759  
Other     39,989     22,365     54,054  
   
 
 
 
      1,684,698     1,637,225     1,269,813  
   
 
 
 
Expenses:                    
  Depreciation and amortization     113,471     113,710     109,742  
  Operating     1,199,513     1,118,005     847,984  
  Selling, general and administrative     219,739     231,006     173,550  
   
 
 
 
Total expenses     1,532,723     1,462,721     1,131,276  
   
 
 
 
Gain on sale of ferry assets and non-recurring charges     54,000          
   
 
 
 
Earnings from operations before net finance costs     205,975     174,504     138,537  
Interest expense, net of capitalized interest     (95,319 )   (124,993 )   (123,814 )
Interest and related income     10,026     10,323     7,933  
   
 
 
 
Net finance costs     (85,293 )   (114,670 )   (115,881 )
   
 
 
 
Earnings before minority interest and income taxes     120,682     59,834     22,656  
Minority interest         (10,958 )   (11,052 )
   
 
 
 
Earnings before income taxes     120,682     48,876     11,604  
Provision for income taxes     8,224     5,860     5,970  
   
 
 
 
Net earnings     112,458     43,016     5,634  
Preferred share dividends     1,088     1,088     1,088  
   
 
 
 
Net earnings on class A and class B common shares   $ 111,370   $ 41,928   $ 4,546  
   
 
 
 
Earnings per class A and class B common share:                    
  Basic   $ 5.28   $ 2.08   $ 0.24  
   
 
 
 
  Diluted   $ 5.20   $ 2.07   $ 0.24  
   
 
 
 
Dividends per class A common share   $ 0.05   $ 0.225   $ 0.30  
   
 
 
 
Dividends per class B common share   $ 0.045   $ 0.204   $ 0.272  
   
 
 
 

See notes to consolidated financial statements.

44



Sea Containers Ltd. and Subsidiaries

Statements of Consolidated Cash Flows

Year ended December 31,

  2003
  2002
  2001
 
 
  (Dollars in thousands)

 
Cash flows from operating activities:                    
  Net earnings on class A and class B common shares   $ 111,370   $ 41,928   $ 4,546  
   
 
 
 
  Adjustments to reconcile net earnings to net cash provided by operating activities:                    
    Preferred share dividends     1,088     1,088     1,088  
    Depreciation and amortization     113,471     113,710     109,742  
    (Gain)/loss on sale of assets     (101,391 )   139     (23,146 )
    Undistributed (earnings)/losses of affiliates and other non-cash items     (30,197 )   (7,550 )   (27,409 )
    Non-recurring charges relating to asset writedowns     31,000          
    Change in assets and liabilities net of effects from acquisition of subsidiaries:                    
      Decrease in receivables     3,171     35,292     11,944  
      (Increase)/decrease in inventories     (5,910 )   487     (380 )
      (Decrease)/increase in accounts payable, accrued liabilities and other liabilities     (24,178 )   8,638     28,915  
   
 
 
 
    Total adjustments     (12,946 )   151,804     100,754  
   
 
 
 
Net cash provided by operating activities     98,424     193,732     105,300  
   
 
 
 
Cash flows from investing activities:                    
  Capital expenditures     (37,625 )   (123,718 )   (90,612 )
  Acquisitions and investments, net of cash acquired         (85,503 )   (40,799 )
  Net proceeds on sale of ferry and other fixed assets     228,562     8,834     76,249  
   
 
 
 
Net cash provided by/(used in) investing activities     190,937     (200,387 )   (55,162 )
   
 
 
 
Cash flows from financing activities:                    
  Issuance of common shares     24,655     127     47  
  Issuance of long-term debt     52,701     202,201     162,916  
  Sale of OEH shares by SCL         68,650     1,518  
  Cash reduction from deconsolidation of OEH         (56,355 )    
  Principal payments under long-term debt     (123,670 )   (163,345 )   (139,893 )
  Payment of loans upon disposal of ferry and other fixed assets     (109,698 )        
  Purchase and retirement of notes and debentures     (136,323 )   (9,700 )   (9,059 )
  Payment of preferred share dividends     (1,088 )   (1,088 )   (1,088 )
  Payment of common share dividends     (1,043 )   (4,326 )   (5,504 )
  Purchase and retirement of OEH shares             (1,407 )
  Working capital facilities and redrawable loans (repaid)/drawn     (18,542 )   (41,824 )   34,092  
   
 
 
 
Net cash (used in)/provided by financing activities     (313,008 )   (5,660 )   41,622  
   
 
 
 
Effect of exchange rate changes on cash and cash equivalents     18,938     13,401     (2,657 )
   
 
 
 
Net (decrease)/increase in cash and cash equivalents     (4,709 )   1,086     89,103  
Cash and cash equivalents at beginning of year     218,022     216,936     127,833  
   
 
 
 
Cash and cash equivalents at end of year   $ 213,313   $ 218,022   $ 216,936  
   
 
 
 

See notes to consolidated financial statements.

45



Sea Containers Ltd. and Subsidiaries

Statements of Consolidated Shareholders' Equity

 
  Redeemable
Preferred
Shares at
Liquidation
Value

  Class A
Common
Shares
at Par
Value

  Class B
Common
Shares
at Par
Value

  Paid-in
Capital

  Retained
Earnings

  Accumulated
Other
Comprehensive
Loss

  Common
Shares
Held by a
Subsidiary

  Total
Comprehensive
Income(Loss)

 
 
  (Dollars in thousands)

 
Balance, January 1, 2001   $ 15,000   $ 168   $ 146   $ 351,590   $ 724,720   $ (175,806 ) $ (391,261 )      
Issuance of class A common shares under dividend reinvestment plan                 47                    
Conversion of class B common shares         1     (1 )                      
Dividends on common and preferred shares                     (6,592 )              
Comprehensive income:                                                  
  Net earnings                     5,634           $ 5,634  
  Other comprehensive income/(loss) for the year                         (23,215 )       (23,215 )
  Cumulative effect of change in accounting principle                         (7,526 )       (7,526 )
   
 
 
 
 
 
 
 
 
                                              $ (25,107 )
                                             
 
Balance, December 31, 2001     15,000     169     145     351,637     723,762     (206,547 )   (391,261 )      
Issuance of class A common shares under dividend reinvestment plan                 79                    
Issuance of common shares under employee stock option plan                 48                    
Issuance of class A common shares to acquire a subsidiary         25         37,929                    
Conversion of class B common shares         1     (1 )                      
Dividends on common and preferred shares                     (5,414 )              
Comprehensive income:                                                  
  Net earnings                     43,016           $ 43,016  
  Other comprehensive income/(loss) for the year                         18,244         18,244  
   
 
 
 
 
 
 
 
 
                                              $ 61,260  
                                             
 
Balance, December 31, 2002     15,000     195     144     389,693     761,364     (188,303 )   (391,261 )      
Issuance of class A common shares under dividend reinvestment plan                 18                    
Issuance of common shares under employee stock option plan                 9                    
Issuance of class A common shares in public offering, net of issuance costs         14         24,614                    
Dividends on common and preferred shares                     (2,131 )              
Gain on sale of OEH common shares by OEH, net of costs                 773                    
Comprehensive income:                                                  
  Net earnings                     112,458           $ 112,458  
  Other comprehensive income/(loss) for the year                         9,226         9,226  
   
 
 
 
 
 
 
 
 
                                              $ 121,684  
                                             
 
Balance, December 31, 2003   $ 15,000   $ 209   $ 144   $ 415,107   $ 871,691   $ (179,077 ) $ (391,261 )      
   
 
 
 
 
 
 
       

See notes to consolidated financial statements.

46



Sea Containers Ltd. And Subsidiaries

Notes to Consolidated Financial Statements

1.     Summary of significant accounting policies

(a) Principles of consolidation

        The consolidated financial statements include the accounts of Sea Containers Ltd. and all majority-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Unconsolidated companies that are 20% to 50% owned are accounted for on an equity basis.

        For purposes of these Notes, the "Company" refers to Sea Containers Ltd., and "SCL" refers to Sea Containers Ltd. and its subsidiaries. "OEH" refers to Orient-Express Hotels Ltd., an equity investment of the Company engaged in the hotel and leisure business (see Notes 2 and 4). "GE SeaCo" refers to GE SeaCo SRL, a container leasing joint venture company between the Company and General Electric Capital Corporation accounted for under the equity method (see Note 4(b)). "GNER" refers to Great North Eastern Railway Ltd., a wholly-owned subsidiary of the Company and operator of SCL's passenger rail franchise in Great Britain. "Silja" refers to Silja Oyj Abp, a wholly-owned subsidiary of the Company based in Finland engaged in ferry operations in the northern Baltic Sea (see Note 4(a)).

        Certain items in 2002 and 2001 have been reclassified to conform with the current year's presentation.

        "FASB" means Financial Accounting Standards Board and "APB" means Accounting Principles Board, the FASB's predecessor. "SFAS" means Statement of Financial Accounting Standards of the FASB. "FIN" means an accounting interpretation of the FASB.

(b) Cash and cash equivalents

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

        Included in cash and cash equivalents is approximately $46,700,000 (2002—$28,300,000) held by GNER under a liquidity maintenance requirement imposed by the U.K. Strategic Rail Authority and there are restricted deposits in other subsidiaries of approximately $8,000,000 (2002—$15,000,000).

(c) Containers, ships, real estate and other fixed assets

        Containers and ships are recorded at cost and, after allowance for salvage value, are depreciated over their estimated useful lives by the straight-line method. The estimated useful life and salvage value for containers are generally 20 years and 20%, respectively, and for ships generally 30 to 35 years and 15% to 5%, respectively. In 2002, the estimated useful lives of certain vessels for depreciation purposes were extended from 20 to 30 years. The impact of this change in estimate resulted in an increase in net earnings of $5,800,000 for the year ended December 31, 2002.

        Real estate, train and other fixed assets are recorded at cost and are depreciated over their estimated useful lives by the straight-line method. The depreciation rates on freehold buildings and train assets range from 25 to 50 years and on machinery and other remaining assets from 5 to 25 years. Leasehold improvements are depreciated over the shorter of the estimated useful life or the respective lease term.

(d) Foreign currency translation

        The functional currency for each of the Company's foreign subsidiaries is the applicable local currency. Foreign subsidiary income and expenses are translated into U.S. dollars, SCL's reporting

47



currency, at the average rates of exchange prevailing during the year. The assets and liabilities are translated into U.S. dollars at the rates of exchange on the balance sheet date and the related translation adjustments are included in accumulated other comprehensive income/(loss). No income taxes are provided on the translation adjustments as management does not expect that such gains or losses will be realized. Foreign currency transaction gains and losses are recognized in operations as they occur.

(e) Intangible assets and goodwill

        In accordance with the adoption SFAS No. 142, "Goodwill and Other Intangible Assets", as of January 1, 2002, goodwill and indefinite-lived assets must be evaluated annually to determine impairment. Those intangible assets that will continue to be classified as goodwill and other intangibles with indefinite lives are no longer amortized. Intangible assets with finite lives will continue to be amortized using the straight-line method over their estimated useful lives. For the year ended December 31, 2001, intangible assets and goodwill were amortized using the straight-line method over the estimated useful lives of the related assets, over 40 years for trademarks and licenses and primarily 40 years for goodwill. See Note 8.

(f) Revenue recognition

        Container assets are revenue-earning under operating leases and, accordingly, the financial statements reflect such operating lease rentals as revenue. With respect to sales-type leases, a gain or loss is calculated in accordance with SFAS No. 13, "Accounting for Leases" and is included in revenue. Ferry and rail revenues are recognized upon completion of the train or ferry journey. Hotel revenue is recognized when a service is performed. Deferred revenue consisting of deposits paid in advance are recognized as revenue when the services are performed and upon completion of the train or ferry journeys. Deferred revenue amounted to $10,799,000 at December 31, 2003 (2002—$11,025,000). Revenues under management contracts are recognized based upon the attainment of certain financial results, primarily revenue and operating earnings, in each contract as defined.

(g) Other

        Other in the statements of consolidated operations comprises gains/(losses) on asset sales and earnings from unconsolidated affiliates.

        Gains/(losses) on asset sales were $6,390,000 in 2003 (2002—$1,530,000, 2001—$20,787,000). During 2003, $5,000,000 of the gains related to the sale of land at the port of Newhaven and $1,390,000 to container disposals. During 2002, gains of $2,883,000 related to the sale by the Company of OEH shares and losses of $4,434,000 related to container disposals.

        Earnings from unconsolidated companies include SCL's share of the net earnings of its equity investments as well as interest income related to loans and advances to the equity investees. See Note 4(b).

(h) Government subsidy

        In 2001, operating expenses included $7,000,000 which was received from the British government in respect of an expense subsidy for GNER. Under the GNER franchise agreement, 2001 was the last year any expense subsidy was due and, accordingly, no amount has been included in 2002 or 2003.

(i) Inventories

        Inventories include train, vessel and container related items, food and beverages, and certain retail goods. Inventories are valued at the lower of cost or market value under the first-in, first-out method.

48



(j) Earnings per share

        Basic earnings per class A and class B common share for each year are computed by dividing net earnings on class A and class B common shares by the weighted average number of common shares outstanding (excluding voting shares owned by a subsidiary).

        Diluted earnings per class A and class B common share for each year are computed by dividing net earnings by the sum of the weighted average number of common shares outstanding (excluding voting shares owned by a subsidiary), the weighted average number of shares reserved for conversion of outstanding convertible preferred shares (if dilutive) and the dilutive effect of stock options. Common shares to be issued, assuming conversion of convertible preferred shares, were not included in the 2002 and 2001 computations of diluted earnings per class A and class B common share because to do so would have been anti-dilutive. The number of common shares excluded from the calculation was 478,622 in each of the years ended December 31, 2002 and 2001. Diluted earnings per class A and class B common share were the same as basic for 2001 as the conversion of stock options did not affect the computation.

        The number of shares used in computing basic and diluted earnings per share at year end was as follows (in thousands):

December 31,

  2003
  2002
  2001
Basic   21,081   20,199   18,530
Effect of dilution   556   23   27
   
 
 
Diluted   21,637   20,222   18,557
   
 
 

(k) Interest expense, net

        SCL capitalizes interest during the construction of assets. Interest expense is net of capitalized interest of $nil (2002—$1,168,000, 2001—$1,815,000).

(l) Marketing costs

        Marketing costs, including website research and planning costs, are expensed as incurred and are reported in selling, general and administrative expenses. Marketing costs include costs of advertising and other marketing activities. These costs were $74,454,000 in 2003 (2002—$56,906,000, 2001—$46,796,000).

(m) Interest and related income

        Interest and related income in 2003 includes foreign exchange gains of $8,099,000 (2002—$7,236,000, 2001—$3,454,000). In addition, interest and related income in 2002 included a gain of $1,000,000 on redemption of Silja convertible bonds, and in 2001 a gain of $2,141,000 on retirement of senior notes and subordinated debentures. Also included is interest on receivables related to sales-type leases.

(n) Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent 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, inventories, depreciation and

49



amortization, carrying value of ship assets and container assets, carrying value of intangible assets, employee benefits, taxes and contingencies. Actual results may differ from those estimates.

(o) Income taxes

        Deferred income taxes result from temporary differences between the financial reporting and tax bases of assets and liabilities. Deferred taxes are recorded 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.

(p) Concentration of credit risk

        Concentration of credit risk with respect to trade receivables is limited because of the large number of customers comprising SCL's customer base and their dispersion across different businesses and geographic areas. Also, management routinely assesses the financial strength of SCL's customers.

(q) Stock-based compensation

        SFAS No. 123, "Accounting for Stock-Based Compensation", as amended by SFAS No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure—An Amendment of FASB Statement No. 123", encourages, but does not require, companies to record compensation cost for stock-based employee compensation plans at fair value. The Company has chosen to continue to account for stock-based compensation using the intrinsic value method prescribed in APB Opinion No. 25, "Accounting for Stock Issued to Employees", as amended, and related interpretations. Accordingly, compensation cost for share options is measured as the excess, if any, of the quoted market price of the Company's shares at the date of the grant over the amount an employee must pay to acquire the shares. Compensation expense for stock appreciation rights is recorded annually based on the quoted market price of the Company's shares at the end of the period.

        If compensation cost for the Company's stock option plans had been determined based on fair values as of the date of grant, SCL's net earnings and earnings per share would have been reported as follows (dollars in thousands, except in share amounts):

Year ended December 31,

  2003
  2002
  2001
 
Net earnings on common shares:                    
  As reported   $ 111,370   $ 41,928   $ 4,546  
  Deduct: Total stock-based employee compensation expense determined under fair value based method, net of related tax     (323 )   (368 )   (315 )
   
 
 
 
  Pro forma   $ 111,047   $ 41,560   $ 4,231  
   
 
 
 
Basic and diluted earnings per share:                    
  As reported:                    
    Basic   $ 5 28   $ 2.08   $ 0.24  
   
 
 
 
    Diluted   $ 5.20   $ 2.07   $ 0.24  
   
 
 
 
  Pro forma:                    
    Basic   $ 5.27   $ 2.06   $ 0.23  
   
 
 
 
    Diluted   $ 5.18   $ 2.06   $ 0.23  
   
 
 
 

50


        The pro forma figures in the preceding table may not be representative of pro forma amounts in future years.

(r) Impairment of long-lived assets and goodwill

        In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", the Company reviews its long-lived assets and finite-lived intangible assets whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment would be recognized when expected future undiscounted operating cash flows are lower than the carrying value. In the event that an impairment occurs, the fair value of the related asset is estimated, and SCL records a charge to earnings calculated as the excess of the asset's carrying value over the estimated fair value.

        In accordance with SFAS No. 142, indefinite-lived intangible assets and goodwill must be evaluated annually for impairment. Goodwill impairment testing under SFAS No. 142 is performed in two steps, first, the determination of impairment based upon the fair value of a reporting unit as compared with its carrying value and, second, if there is an impairment, the measurement of the amount of impairment loss by comparing the implied fair value of goodwill with the carrying amount of that goodwill. To determine fair value, SCL relies on valuation models utilizing discounted cash flows.

(s) Derivative financial instruments

        Effective January 1, 2001, the Company adopted SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", as amended by SFAS No. 137, No. 138 and No. 149. SFAS No. 133 requires SCL to record all derivatives on the balance sheet at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in operating expense in the consolidated statements of operations. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded as a component of accumulated other comprehensive loss in shareholders' equity and are recognized in interest expense in the statements of consolidated operations when the hedged item affects earnings. The ineffective portion of a hedging derivative's change in the fair value will be immediately recognized in either operating or interest expense as appropriate in the consolidated statements of operations. If the derivative is not designated as a hedge for accounting purposes, the change in its fair value is recorded in either operating or interest expense as appropriate in the consolidated statements of operations.

        SCL management formally documents all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking various hedge transactions. SCL links all hedges that are designated as fair value hedges to specific assets or liabilities on the balance sheet or to specific firm commitments. SCL links all hedges that are designated as cash flow hedges to forecasted transactions or to floating rate liabilities on the balance sheet. Management also assesses, both at the inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. Should it be determined that a derivative is not highly effective as a hedge, SCL will discontinue hedge accounting prospectively.

        The initial adoption of SFAS No. 133 resulted in an unrealized loss of $7,526,000 in accumulated other comprehensive income/(loss) as of January 1, 2001. For the year ended December 31, 2003, the change in the fair market value of derivative instruments resulted in a credit to other comprehensive loss of $54,000 (2002—$6,843,000). See Note 20.

51



(t) Recent accounting pronouncements

        In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement No. 133 on Derivative Instruments and Hedging Activities", which amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. SCL adopted SFAS No. 149 on July 1, 2003, and adoption had no effect on SCL's financial statements.

        In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments With Characteristics of Both Liabilities and Equity", which establishes standards for how an issuer classifies and measures financial instruments with characteristics of both liabilities and equity. With the exception of certain financial measurement criteria deferred indefinitely by the FASB, SFAS No. 150 was adopted in fiscal 2003. The implementation of SFAS No. 150 had no material effect on SCL's financial condition or results of operations.

        In December 2003, the FASB issued a revised SFAS No. 132, "Employers' Disclosures about Pensions and Other Post-Retirement Benefits", which requires companies to provide additional information about plan assets, benefit obligations, cash flows, benefit costs and other relevant information. Revised SFAS No. 132 is effective for fiscal years beginning after June 15, 2004, with earlier adoption encouraged. SCL adopted revised SFAS No. 132 on December 31, 2003 and, accordingly, the additional information has been provided in the notes to the financial statements.

        In November 2002, the FASB issued FIN No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others", which clarifies and elaborates on the requirement for entities to recognize a liability and provide disclosures relating to the fair value of the obligation undertaken in a guarantee. Under FIN No. 45, SCL will record a liability at the inception of a transaction representing the fair value of the guarantee and maintain the liability until it is relieved of the contingent obligation. FIN No. 45 requires the fair value of the guarantee to be recorded for all guarantees issued or modified after December 31, 2002. The recognition of this liability results in delayed recognition of revenue until the guarantee has been settled or expired. FIN No. 45 also provides for disclosure regarding existing guarantees. The adoption of the initial recognition and measurement provisions of FIN No. 45 did not have a material effect on SCL's financial position or results of operations. The disclosures required have been provided in the notes to the financial statements.

        In December 2003, the FASB issued revised FIN No. 46, "Consolidation of Variable Interest Entities", which addresses the consolidation of certain types of entities including special purpose entities. Revised FIN No. 46 requires a variable interest entity to be consolidated if SCL's investment in the entity (regardless of the date it was created) will absorb a majority of the entity's expected losses and/or residual returns if they occur, and must be applied by March 31, 2004. SCL does not believe that adoption of revised FIN No. 46 will have any impact on its financial position or results of operations.

2.     Sales of OEH shares and deconsolidation

        In November and December 2003, OEH sold 3,450,000 newly-issued OEH class A common shares in a public offering at $16.00 per share, thereby reducing the Company's economic interest in OEH to about 42%. As a result, SCL recognized a gain in 2003 of $773,000, which was recorded directly to shareholders' equity in respect of the offering in accordance with the provisions of SEC Staff Accounting Bulletin No. 51. The Company in 2003 sold none of the OEH common shares that it owns.

        During 2002, the Company sold 4,921,500 existing OEH class A common shares at an average price of $13.96 per share, including 3,100,000 shares on November 14, 2002. SCL recognized in 2002 a gain of $2,883,000 relating to its sale of the shares. Effective November 14, 2002, because the

52



Company's economic interest in OEH dropped below 50% to approximately 47% and the Company does not otherwise have control over OEH, the Company began to account for its investment in OEH under the equity method of accounting.

        During 2001, the Company sold 75,200 existing OEH class A common shares at an average price of $20.27 per share, and OEH purchased 100,000 of its outstanding class A common shares at an average price of $13.99 per share which were cancelled. As a result, SCL recognized in 2001 a gain of $551,000 relating to its sale of OEH shares.

3.     Gain on sale of ferry assets and non-recurring charges

        Included in Gain on sale of ferry assets and non-recurring charges in 2003 are the following items (dollars in thousands):

Year ended December 31,

  2003
Gain on sale of ferry assets   $ 100,000
Non-recurring charges     46,000
   
Gain on sale of ferry assets and non-recurring charges   $ 54,000
   

(a) Gain on sale of ferry assets

        On July 18, 2003, the Company completed the sale of its indirect wholly-owned subsidiary Sea Containers Isle of Man Ltd., which was the holding company of SCL's Isle of Man Steam Packet ferry business (collectively "Steam Packet"). The sale was to Windwood Limited, a company unaffiliated with SCL and controlled by Montagu Private Equity Ltd., formerly a private equity arm of HSBC Holdings plc. Steam Packet operated passenger, vehicle and freight ferry services between the Isle of Man in the Irish Sea and England, Northern Ireland and the Republic of Ireland. The sale price was approximately $242,000,000, paid in cash, which resulted in a gain on sale of approximately $100,000,000. Under separate contractual agreements, SCL will continue to charter a vessel and provide certain administrative services to Steam Packet. SCL retains its remaining ferry service in the Irish Sea between Northern Ireland and Scotland for which Steam Packet will provide certain administrative services also under separate contractual agreement.

(b) Non-recurring charges

        As a result of the sale of Steam Packet and SCL's concurrent restructuring of its fast ferry business, an impairment evaluation was performed in accordance with the guidelines of SFAS No. 144. This indicated that the carrying value of certain ship and ship-related assets exceeded the expected future cash flows attributable to these assets, resulting in an impairment. The total impairment charge recognized during the third quarter of 2003 was approximately $15,000,000 determined by taking the excess of the carrying value over the estimated fair value. Fair value was determined using estimated future discounted cash flows and external valuations where applicable.

        In connection with the restructuring of some of SCL's ferry routes, SCL recorded a severance charge for approximately 400 employees of approximately $10,000,000, all of which has been paid in 2003.

        Other non-recurring charges of approximately $5,000,000 were incurred including $3,700,000 relating to the Company's exchange offers for a portion of its publicly-traded debt (see Note 11). These costs consisted of legal and other professional fees.

        In addition, during the third quarter of 2003 management implemented a plan to sell certain specifically identified container assets and applied the provisions of SFAS No. 144. This indicated that

53



the carrying value of certain container assets exceeded the expected future cash flows attributable to these assets, resulting in an impairment. The total impairment charge recognized during 2003 was approximately $16,000,000 determined by taking the excess of the carrying value over the estimated fair value. Fair value was determined by using estimated future discounted cash flows. This required that these assets be valued at the lower of their respective carrying amount or fair value less costs to sell. The carrying value of container assets held for sale at December 31, 2003, after disposing of containers having net book value of $7,000,000 in the fourth quarter of 2003, was approximately $15,000,000.

4.     Significant acquisitions and investments

(a) Acquisitions

Silja Oyj Abp:

        During the second quarter of 1999, SCL purchased a 50% interest in Silja which was listed on the Helsinki Exchanges. The shareholders from whom SCL acquired this investment had options under the 1999 share purchase agreement to sell the balance of their shares in Silja to SCL exercisable in April 2002, representing an additional 25% of shares outstanding. These options were duly exercised and SCL purchased the shares at a total price of €40,299,000 ($37,954,000) paid in newly-issued class A common shares of the Company.

        On June 25, 2002, SCL launched a redemption offer for the remaining shares in Silja and for Silja's outstanding convertible subordinated bonds, which had an aggregate par value of €55,368,000. The offer was €2.25 for each common share and 92.4% of the par value of the bonds. The offer expired on August 26, 2002 and SCL acquired additional Silja shares, bringing its total shareholding to 97.2%, and €13,222,900 of the Silja bonds for an aggregate price of €43,398,000 ($42,654,000) paid in cash funded by bank loans. Any shares not tendered have been compulsorily acquired as permitted by Finnish law.

        The acquisition was accounted for using the purchase method of accounting in accordance with SFAS No. 141, "Business Combinations". The purchase price has been allocated to the assets and liabilities acquired using estimated fair values at the date of acquisition (May 1, 2002) and resulted in assigning value to Silja trademarks of $24,918,000. The trademarks are considered to have indefinite useful lives and will not be amortized, in accordance with SFAS No. 142. The following table shows the allocation of the purchase price (dollars in thousands):

December 31,

  2002
Cash   $ 14,216
Other current assets     43,965
Property, plant and equipment     503,452
Trademarks     24,918
Inventories     6,332
   
      592,883
Purchase price, including SCL class A common shares issued, cash and the carrying value of the existing investment in Silja     211,141
   
Liabilities assumed   $ 381,742
   

        Prior to May 2002, SCL had accounted for its initial investment in Silja under the equity method. Since the date of acquisition, the results of operations have been included in the consolidated financial results of SCL. The pro forma impact on results, had this acquisition occurred on January 1, 2002, is not material.

54



Acquisitions by Orient-Express Hotels Ltd:

        In February 2002, OEH acquired the hotel La Residencia in Mallorca, Spain and the hotel Le Manoir aux Quat' Saisons in Oxfordshire, England, all for approximately $40,000,000. The price was paid largely with bank mortgage finance.

        In March 2002, OEH acquired for approximately $7,500,000 a 75% share interest in Maroma Resort and Spa near Cancun, Mexico. The purchase price was paid in cash, with $1,000,000 paid in March of 2003.

        On April 27, 2001, OEH acquired the Bora Bora Lagoon Resort in French Polynesia, a hotel previously managed by OEH, for a cash price of approximately $19,600,000. OEH funded most of the purchase price with bank mortgage finance.

        On January 17, 2001, OEH acquired the Miraflores Park Hotel in Lima, Peru. Because OEH's 50%/50% hotel joint venture in Peru had an option to purchase the hotel at cost which, if exercised, would have resulted in OEH becoming the exclusive long-term manager of the hotel, it was accounted for in 2001 as an equity investment by OEH. Because the option lapsed, the hotel has been accounted for as an acquisition with effect from December 31, 2001. The purchase price of approximately $17,000,000 was paid largely by the assumption of existing debt, with the balance paid in cash and the issuance of notes to the seller.

        No goodwill was recognized on these transactions. The acquisitions in 2002 and 2001 have been accounted for as purchases in accordance with SFAS No. 141. The results of operations have been included in the consolidated financial results of OEH from the dates of acquisition, and the assets and liabilities of the acquired companies have been recorded at their fair value at the dates of acquisition. Pro forma data have not been presented as the revenues and net earnings resulting from these 2002 and 2001 acquisitions would not have had a material impact in the year of acquisition.

(b) Investments

        Investments represent equity interests of 20% to 50% in any unconsolidated companies. SCL does not have effective control of these unconsolidated companies and, therefore, accounts for these investments using the equity method. SCL's principal equity investees are as follows:

GE SeaCo SRL

        GE SeaCo and its subsidiaries are engaged in the container leasing business. The Company and General Electric Capital Corporation each have a 50% interest in GE SeaCo. See Note 22 regarding transactions between SCL and GE SeaCo.

Orient-Express Hotels Ltd.

        OEH and its subsidiaries are engaged in the hotel and leisure business. Effective November 14, 2002, because the Company's economic interest in OEH dropped below 50% and the Company does not otherwise have control over OEH, the Company began to account for its investment in OEH under the equity method of accounting (see Note 2). As of December 31, 2003, SCL had a 42% interest in OEH. See Note 22 regarding transactions between SCL and OEH.

        SCL's interest income related to loans and advances to its equity investees amounted to $nil in 2003 (2002—$5,197,000, 2001—$6,702,000). See Note 1(g).

55



        Summarized financial data for SCL's unconsolidated companies for the periods during which the investments were held by SCL are as follows (dollars in thousands):

December 31,

  2003
  2002
Current assets   $ 232,580   $ 186,804
Property, plant and equipment, net     1,530,561     1,281,101
Other assets     244,586     172,171
   
 

Total assets

 

$

2,007,727

 

$

1,640,076
   
 

Current liabilities

 

$

218,514

 

$

206,558
Long-term debt     1,064,739     827,123
Other liabilities     24,938     32 390
Total shareholders' equity     699,536     574,005
   
 

Total liabilities and shareholders' equity

 

$

2,007,727

 

$

1,640,076
   
 

Year ended December 31,

  2003
  2002
  2001
Revenue   $ 419,934   $ 336,929   $ 599,804
   
 
 
Earnings from operations before net finance costs   $ 99,468   $ 60,994   $ 86,527
   
 
 
Net earnings   $ 30,868   $ 30,879   $ 30,716
   
 
 

5.     Real estate and other fixed assets

        The major classes of real estate and other fixed assets are as follows at year end (dollars in thousands):

December 31,

  2003
  2002
Freehold and leased land and buildings   $ 132,761   $ 161,110
Machinery and equipment     55,707     60,448
Fixtures, fittings and office equipment     53,017     50,438
   
 
      241,485     271,996
Less: accumulated depreciation     100,787     92,619
   
 
    $ 140,698   $ 179,377
   
 

6.     Asset sale receivables

        The components of asset sale receivables are as follows at year end (dollars in thousands):

December 31,

  2003
  2002
Gross asset sale receivable   $ 43,477   $ 39,252
Unearned income     3,193     3,408
   
 

Asset sale receivables

 

$

40,284

 

$

35,844
   
 

56


        Contractual maturities of SCL's gross asset sale receivables subsequent to December 31, 2003 are as follows (dollars in thousands):

Year ending December 31,

   
2004   $ 27,223
2005     7,880
2006     5,475
2007     2,200
2008     699
   
    $ 43,477
   

7.     Assets under capital lease

        The following is an analysis of assets leased under capital leases by major classes at year end (dollars in thousands):

December 31,

  2003
  2002
Machinery and equipment   $ 8,887   $ 8,857
Real estate and other fixed assets     22,776     21,465
   
 
      31,663     30,322
Less: accumulated depreciation     19,169     14,748
   
 
    $ 12,494   $ 15,574
   
 

        The following is a schedule of future minimum lease payments under capital leases together with the present value of the minimum lease payments at December 31, 2003 (dollars in thousands):

Year ending December 31,

   
2004   $ 5,272
2005     2,748
2006     747
2007     552
2008     7
   
Minimum lease payments     9,326
Less: amount of interest contained in above payments     1,066
   
Present value of minimum lease payments   $ 8,260
   

        The amount of interest deducted from minimum lease payments to arrive at the present value is the interest contained in each of the leases. In the normal course of business, SCL has an option to purchase certain leases at a bargain purchase option. In other cases, the leases will be renewed or replaced upon expiration.

8.     Intangible assets and goodwill

        Effective January 1, 2002, SCL adopted the provisions of SFAS No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and Other Intangible Assets". These statements establish financial accounting and reporting standards for acquired goodwill and other intangible assets. Specifically they address how acquired intangible assets should be accounted for both at the time of acquisition and after they have been recognized in the financial statements.

57



        SFAS No. 141 changes the accounting for business combinations, requiring that all business combinations be accounted for using the purchase method and that intangible assets be recognized as assets apart from goodwill if they arise from contractual or other legal rights, or if they are separable or capable of being separated from the acquired entity and sold, transferred, licensed, rented or exchanged. SFAS No. 142 specifies the financial accounting and reporting for acquired goodwill and other intangible assets. In accordance with SFAS No. 142, goodwill must be evaluated annually for impairment. Those intangible assets that will continue to be classified as goodwill or as other intangibles with indefinite lives are no longer amortized. Intangible assets with finite lives will continue to be amortized using the straight-line method over their estimated useful lives.

        SCL is required to perform goodwill impairment test on an annual basis. The impairment testing was performed in two steps, first, by a determination of impairment based upon the fair value of a reporting unit as compared to its carrying value and, second, if there was an impairment, by the measurement of the amount of impairment loss by comparing the implied fair value of goodwill with the carrying amount of that goodwill. As of December 31, 2003 and 2002, SCL determined the carrying values of all its operating segments were less than their respective derived fair values, indicating that there was no impairment of the recorded goodwill and indefinite-lived intangible assets. To determine fair value, SCL relied on valuation models utilizing discounted cash flows. For goodwill valuation purposes only, the revised fair value of each reporting unit was allocated to the assets and liabilities of the respective units to arrive at an implied fair value of goodwill, based upon known facts and circumstances, as if the acquisition occurred currently.

        Intangible assets consist of the following (dollars in thousands):

December 31,

  2003
  2002
 
Intangible assets not subject to amortization:              
  Goodwill   $ 12,054   $ 31,867  
  Trademarks     24,918     24,918  
  Other intangible assets at cost     1,443     1,092  
   
 
 
      38,415     57,877  
   
 
 
Intangible assets subject to amortization:              
  Other intangibles at cost     52,803     52,566  
  Less: accumulated amortization     (26,453 )   (22,956 )
   
 
 
      26,350     29,610  
   
 
 
Total   $ 64,765   $ 87,487  
   
 
 

        During 2003, amortization expense of $3,473,000 (2002—$3,501,000) was approximately $3,700,000 lower than 2001, due to the adoption of SFAS No. 142. Amortization for the succeeding five years is expected to be approximately $3,500,000 annually.

58


        The changes in the carrying amount of goodwill for the years ended December 31, 2002 and 2003 are as follows (dollars in thousands):

 
  Ferry
Segment

  Rail Segment
  Container
Segment

  Leisure
Segment

  Other
Segment

  Total
 
Balance as of January 1, 2002   $ 22,091   $   $ 5,665   $ 2,144   $ 3,779   $ 33,679  
Deconsolidation of OEH                 (2,144 )       (2,144 )
Foreign currency translation                     332     332  
   
 
 
 
 
 
 
Balance as of December 31, 2002     22,091         5,665         4,111     31,867  
Sale of ferry assets     (20,145 )                   (20,145 )
Foreign currency translation                     332     332  
   
 
 
 
 
 
 
Balance as of December 31, 2003   $ 1,946   $   $ 5,665   $   $ 4,443   $ 12,054  
   
 
 
 
 
 
 

        The following pro forma information reconciles the net earnings and earnings per share reported for the year ended December 31, 2001 to adjusted net earnings and earnings per share which reflect the adoption of SFAS No. 142 (dollars in thousands, except per share amounts):

Year ended December 31, 2001

   
Reported earnings on common shares   $ 4,546
Add: Amortization of goodwill and indefinite-lived intangible assets, net of tax     3,704
   
Adjusted earnings on common shares   $ 8,250
   
Reported earnings per common share   $ 0.24
Add: Amortization of goodwill and indefinite-lived intangible assets, net of tax, per share (basic)     0.20
   
Adjusted earnings per share (basic)   $ 0.44
   
Reported earnings per common share   $ 0.24
Add: Amortization of goodwill and indefinite-lived intangible assets, net of tax, per share (diluted)     0.19
   
Adjusted earnings per share (diluted)   $ 0.43
   

9.     Working capital facilities

        Working capital facilities at year end are comprised of the following, all repayable within one year (dollars in thousands):

December 31,

  2003
  2002
Unsecured working capital facilities, with a weighted average interest rate of 6.04% and 4.57%, respectively   $ 2,235   $ 1,651
   
 

        There are additional working capital lines of credit in place but not drawn amounting to $129,800,000 (2002—$39,200,000), of which $60,700,000 (2002—$10,700,000) is undrawn under secured revolving credit facilities (see Note 10). The working capital facilities are issued by various financial institutions and have various expiration dates.

59



10.   Long-term debt (other than senior notes and subordinated debentures)

        Long-term debt at year end consists of the following (dollars in thousands):

December 31,

  2003
  2002
Container manufacturer accounts payable, notes payable and bank loans payable over periods of 1 to 8 years, with a weighted average interest rate of 3.39% and 3.86%, respectively   $ 353,910   $ 407,358
Ship mortgage loans payable over periods of 1 to 13 years, with a weighted average interest rate of 3.40% and 4.72%, respectively     698,323     579,849
Loans from banks secured by real estate and other fixed assets payable over periods of 1 to 9 years, with a weighted average interest rate of 5.39% and 6.62%, respectively     143,756     264,036
   
 
    $ 1,195,989   $ 1,251,243
   
 

        Containers are secured to financial institutions as collateral for debt obligations. The ship loans are secured by first or second mortgages on the vessels and are shown net of cash totalling $6,656,000 (2002—$6,656,000) which is held as security for, or otherwise allocated to, repayment of obligations in respect of certain ships.

        Included in container long-term debt is a maximum $198,800,000 revolving credit facility with a group of banks secured by container equipment. SCL may borrow on a revolving basis until October 25, 2004 and must repay the balance outstanding at that date. Interest on the facility ranges from 2.25% to 2.70% over LIBOR. At December 31, 2003, $129,000,000 (2002—$128,000,000) was outstanding under this facility.

        Also included in long-term debt is a $226,701,000 securitization facility secured by container equipment. A bankruptcy-remote subsidiary of the Company formed to facilitate asset securitization issued a senior note in the principal amount of $206,321,000 which is non-recourse to the Company and its other subsidiaries. The senior note began its nine-year amortization schedule in October 2002 and, in January 2004, began early amortization requiring net cash flow of the subsidiary to be used to pay down principal. The Company issued an effectively subordinated $20,380,000 note for the balance of the facility. The subordinated note began its five-year amortization period in October 2001. The overall interest rate is approximately 1.10% to 1.31% over LIBOR. At December 31, 2003, $223,201,000 (2002—$279,615,000) was outstanding under this facility.

        In November 2003, Silja entered into a €341,000,000 ($430,000,000) term loan and revolving credit facility agreement with a syndicate of banks guaranteed by the Company, and the Company entered into a related €54,000,000 ($68,000,000) loan facility agreement with the same syndicate. The non-revolving credit portion of the Silja loan is repayable in installments with interest on both portions at EURIBOR plus 1.625% p.a. and a final maturity in October 2010. The Company loan is also repayable in installments with interest at EURIBOR plus 2.125% p.a. maturing in October 2008. The primary security for both facilities are mortgages on certain of Silja's ships, with the Company loan subordinated to the Silja loan. Proceeds of the loans have been used to refinance existing debt with the balance available for general corporate purposes.

        At December 31, 2003, SCL was in full compliance with all the requirements of the credit and financing agreements evidencing its long-term debt. These requirements included financial covenants to maintain specified minimum debt service coverage, minimum interest coverage and minimum net worth and not to exceed specified leverage. The carrying value of the long-term debt approximated its fair value due to the variable-rate nature of the respective borrowings.

60


        The following is a summary of the aggregate maturities of long-term debt at December 31, 2003. The 2004 amount includes $161,000,000 due under bank-syndicated loan facilities that SCL expects to extend or refinance (dollars in thousands):

Year ending December 31,

   
2004   $ 277,536
2005     135,665
2006     138,289
2007     145,480
2008     135,982
2009 and thereafter     363,037
   
    $ 1,195,989
   

        In addition, syndicates of banks have provided GE SeaCo with $155,500,000 of credit facilities to fund new container purchases. Also, a bankruptcy-remote subsidiary of GE SeaCo formed to facilitate asset securitization has a $417,500,000 container securitization facility consisting of $267,500,000 of term notes issued in November 2002 which amortize over ten years and a $150,000,000 revolving note which, if not extended, converts to a ten-year term note in November 2004. At December 31, 2003, GE SeaCo had borrowed $511,000,000 (2002—$368,100,000) under these facilities, none of which is guaranteed by the Company or General Electric Capital Corporation.

        Also the Company has guaranteed through 2010 one half of a €7,156,000 ($9,026,000) bank loan of Speedinvest Ltd., owner of the Adriatic fast ferry in which SCL has a 50% interest. This guarantee existed prior to December 31, 2002.

11.   Senior notes and subordinated debentures

(a) 91/2% and 101/2% senior notes due 2003

        The aggregate $158,798,000 principal amount of 91/2% and 101/2% senior notes due 2003 of the Company matured on July 1, 2003 and were either repaid on that date or exchanged for new 13% senior notes due 2006 of the Company referred to below.

(b) 103/4% senior notes due 2006

        The aggregate principal amount of these notes is $115,000,000 (including $573,000 of unamortized discount). They bear interest at 103/4% per annum, payable semi-annually, and were originally issued at a discount to yield 11% per annum. They are redeemable, in whole or in part, at the option of the Company, at a price of 105.375% of the principal amount on and after October 15, 2003, 102.688% on and after October 15, 2004, and 100% on and after October 15, 2005. The notes may also be redeemed by the Company in the event of certain tax law changes. The notes have no sinking fund requirement and come due on October 15, 2006. In the event a change in control of the Company occurs, it is obligated to make an offer to purchase the notes at a price of 101% of the principal amount. The fair value of these notes as of December 31, 2003 was approximately $118,000,000 based upon available market quotes.

(c) 13% senior notes due 2006

        These notes in the aggregate principal amount of $22,475,000 were issued on June 27, 2003 in exchange for an equal principal amount of 91/2% and and 101/2% senior notes due 2003 referred to above. They bear interest at 13% per annum, payable semi-annually, and are redeemable, in whole or in part, at the option of the Company at a price of 100% of the principal amount on or after July 1,

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2005. The notes may also be redeemed by the Company in the event of certain tax law changes. The notes have no sinking fund requirement and come due on July 1, 2006. In the event a change in control of the Company occurs, it is obligated to make an offer to purchase the notes at a price of 101% of the principal amount. The fair value of these notes as of December 31, 2003 was approximately $24,000,000 based on available market quotes.

(d) 77/8% senior notes due 2008

        The aggregate principal amount of these notes is $149,750,000 and they bear interest at 77/8% per annum, payable semi-annually. They are redeemable, in whole or in part, at the option of the Company at a price of 103.938% of the principal amount on or after on February 15, 2003, 101.969% on or after February 15, 2004, and 100% on and after February 15, 2005. The notes may also be redeemed by the Company in the event of certain tax law changes. The notes have no sinking fund requirement and come due on February 15, 2008. In the event a change in control of the Company occurs, it is obligated to make an offer to purchase the notes at a price of 101% of the principal amount. The fair value of these notes as of December 31, 2003 was approximately $148,000,000 based upon available market quotes.

(e) 121/2% senior notes due 2009

        These notes in aggregate principal amount of $19,154,000 were issued on July 23, 2003 in exchange for an equal principal amount of 121/2% senior subordinated debentures due 2004 referred to below. They bear interest at 121/2% per annum, payable semi-annually and are redeemable, in whole or in part, at the option of the Company at a price of 100% of the principal amount on or after July 1, 2005. The notes may also be redeemed by the Company in the event of certain tax law changes. The notes have no sinking fund requirement and come due on December 1, 2009. In the event a change in control of the Company occurs, it is obligated to make an offer to purchase the notes at a price of 101% of the principal amount. The fair value of these notes as of December 31, 2003 was approximately $20,000,000 based on available market quotes.

(f) 121/2% senior subordinated debentures due 2004

        The aggregate principal amount of these debentures is $79,729,000 (including $158,000 of unamortized discount) and they bear interest at 121/2% per annum, payable semi-annually. The Company issued these debentures in two tranches. The first tranche designated series A was sold at a discount while the second tranche designated series B was sold at a premium, both of which are being amortized over the life of the debentures. The effective annual interest rate on the total principal amount is 12.75%. The debentures are subordinated to all existing and future superior indebtedness, but rank senior to certain subordinated indebtedness, and are redeemable, in whole or in part, at the option of the Company at a price of 100% of the principal amount. The debentures may also be redeemed by the Company in the event of certain tax law changes. The debentures have no sinking fund requirement and come due on December 1, 2004. In the event a change in control of the Company occurs, it is obligated to make an offer to purchase the debentures at a price of 101% of the principal amount. The fair value of these debentures as of December 31, 2003 was approximately $81,000,000 based upon available market quotes.

12.   Pension plans

        SCL has pension plans covering substantially all of its employees. The significant plans are four defined benefit plans in which the benefits are based primarily on years of service and employee compensation near retirement. It is SCL's policy to fund its plans in accordance with applicable laws and income tax regulations. Plan assets consist primarily of common stocks, mutual funds, government securities and corporate debt securities held through separate trustee-administered funds.

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        The significant weighted-average assumptions used to determine benefit obligations and net periodic costs are as follows:

Year ended December 31,

  2003
  2002
  2001
 
Discount rate   5.4 % 5.6 % 6.0 %
Assumed rates of compensation increases   3.0 % 2.7 % 3.5 %
Expected long-term rate of return on plan assets   6.9 % 6.4 % 6.5 %

        The significant weighted-average assumptions used to determine benefit obligations at year end are as follows:

 
  December 31,
 
 
  2003
  2002
 
Discount rate   5.6 % 6.0 %
Assumed rate of compensation increase   3.0 % 2.7 %

        The discount rate essentially represents the risk-free rate of return on high-quality corporate bonds at the end of the year in the country in which the assets are held.

        In determining the expected long-term rate of return on assets, management has evaluated input from SCL's actuaries and financial advisors, including their review of anticipated future long-term performance of individual asset classes and the consideration of the appropriate asset allocation strategy given the anticipated requirements of the respective plans to determine the average rate of earnings expected on the funds invested. The projected returns by these consultants are based on broad equity and bond indices, including fixed interest rate gilts of long-term duration since the plans are predominantly in the U.K. SCL's expected long-term rate of return is based on a planned asset allocation of 58% in equity investments, with an expected long-term rate of return of 6.9%, and 42% in fixed income investments, with an expected long-term rate of return of 6.9%.

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        The changes in the benefit obligation, the plan assets and the funded status for the four plans were as follows (dollars in thousands):

Year ended December 31,

  2003
  2002
 
Change in benefit obligation:              
Benefit obligation at beginning of year   $ 192,008   $ 153,230  
Benefit obligations transferred in     4,977     11,322  
Service cost     4,363     4,507  
Interest cost on projected benefit obligation     11,057     9,642  
Plan participants' contributions     1,607     1,439  
Actuarial gain/(loss)     31,197     (110 )
Benefits paid     (9,967 )   (6,094 )
Curtailment gain     341      
Foreign currency translation     26,083     18,072  
   
 
 
Benefit obligation at end of year     261,666     192,008  
   
 
 
Change in plan assets:              
Fair value of plan assets at beginning of year     138,410     132,394  
Plan assets transferred in     4,165     15,429  
Actual return on plan assets     19,579     (25,389 )
Employer contributions     8,843     6,280  
Plan participants' contributions     1,607     1,439  
Benefits paid     (9,967 )   (6,094 )
Foreign currency translation     18,529     14,351  
   
 
 
Fair value of plan assets at end of year     181,166     138,410  
   
 
 
Funded status     (80,500 )   (53,598 )
   
 
 
Unrecognized net actuarial loss     94,103     69,136  
Unrecognized prior service cost     424     663  
Unrecognized transition amount     985     396  
   
 
 
Net amount recognized   $ 15,012   $ 16,597  
   
 
 

        The amounts recognized in the consolidated balance sheets consist of the following (dollars in thousands):

 
  December 31,
 
 
  2003
  2002
 
Prepaid benefit cost   $ 2,506   $ 1,947  
Accrued benefit cost     (54,383 )   (35,950 )
Intangible assets     1,409     1,059  
Accumulated other comprehensive loss     65,480     49,541  
   
 
 
Net amount recognized   $ 15,012   $ 16,597  
   
 
 

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        The components of net periodic benefit cost consist of the following (dollars in thousands):

Year ended December 31,

  2003
  2002
  2001
 
Service cost   $ 4,363   $ 4,507   $ 4,264  
Interest cost on projected benefit obligation     11,057     9,642     8,723  
Expected return on assets     (9,337 )   (9,386 )   (9,673 )
Net amortization and deferrals     3,985     1,473     505  
   
 
 
 
Net periodic benefit cost   $ 10,068   $ 6,236   $ 3,819  
   
 
 
 

        The weighted-average asset allocations of SCL's plans as of December 31, 2003 and 2002 by asset category as a percentage of plan assets are as follows:

December 31,

  2003
  2002
 
Equity investments   60.0 % 61.4 %
Fixed income investments   40.0 % 38.6 %
   
 
 
    100.0 % 100.0 %
   
 
 

        Additional information about SCL's pension plans is as follows (dollars in thousands):

Year ended December 31,

  2003
  2002
Increase in minimum pension liability   $ 15,939   $ 49,541
   
 

        SCL expects to contribute $7,961,000 to its pension plans in 2004. The following benefit payments, which reflect assumed future service, are expected to be paid (dollars in thousands):

Year ending December 31,

   
2004   $ 9,966
2005     10,253
2006     10,522
2007     10,858
2008     11,173
2009 to 2013     60,149
   
    $ 112,921
   

        The accumulated benefit obligation for all pension plans was $230,048,000 as of December 31, 2003 (2002—$173,780,000). Three pension plans included in 2003 and 2002 above and one pension plan included in 2001 above had accumulated benefit obligations in excess of plan assets at December 31, 2003, 2002 and 2001, respectively. The projected benefit obligation, accumulated benefit obligation and fair value of plan assets of these plans were, in aggregate, $247,101,000 (2002—$181,262,000, 2001—$27,309,000), $219,816,000 (2002—$163,030,000, 2001—$26,581,000), and $165,433,000 (2002—$126,196,000, 2001—$19,169,000), respectively.

        While SCL operates GNER, it is responsible for providing pension benefits for the relevant employees who participate in a multiple-employer plan covering many British rail franchises. SCL's net periodic benefit cost under this pension plan for 2003 was $5,081,000 (2002—$2,088,000, 2001—$6,188,000). These amounts are excluded from the amounts disclosed above relating to the four significant defined benefit plans.

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13.   Income taxes

        The provision for income taxes consists of the following (dollars in thousands):

Year ended December 31, 2003

  Current
  Deferred
  Total
 
United States   $ 469   $ (721 ) $ (252 )
Other foreign     5,244     3,232     8,476  
   
 
 
 
    $ 5,713   $ 2,511   $ 8,224  
   
 
 
 

    

 

 

 

 

 

 

 

 

 

 
Year ended December 31, 2002

  Current
  Deferred
  Total
 
United States   $ 1,006   $ (1,648 ) $ (642 )
Other foreign     7,054     (552 )   6,502  
   
 
 
 
    $ 8,060   $ (2,200 ) $ 5,860  
   
 
 
 

    

 

 

 

 

 

 

 

 

 

 
Year ended December 31, 2001

  Current
  Deferred
  Total
 
United States   $ 1,722   $ 1,450   $ 3,172  
Other foreign     4,242     (1,444 )   2,798  
   
 
 
 
    $ 5,964   $ 6   $ 5,970  
   
 
 
 

        The Company is incorporated in Bermuda which does not impose an income tax. SCL's effective tax rate is entirely due to income taxes imposed by jurisdictions in which SCL conducts business other than Bermuda.

        The net deferred tax assets/liabilities recognized in the consolidated balance sheets at year end are comprised of the following (dollars in thousands):

December 31,

  2003
  2002
 
Gross deferred tax assets (operating loss carry forwards)   $ 66,052   $ 46,145  
Less: Valuation allowance     (30,110 )   (17,407 )
   
 
 
Net deferred tax assets     35,942     28,738  
Deferred tax liabilities     (11,480 )   (7,206 )
   
 
 
Net deferred tax assets   $ 24,462   $ 21,532  
   
 
 

        The gross deferred tax assets relate primarily to tax loss carryforwards. In addition, during 2002, SCL recognized a deferred tax asset of $19,663,000 (2002—$14,684,000) representing the future tax benefits of accrued pension costs recognized in other comprehensive income pursuant to SFAS No. 87, "Employers' Accounting for Pensions". The deferred tax asset is included in other assets. The deferred tax liabilities are temporary differences substantially caused by tax depreciation in excess of book depreciation.

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14.   Supplemental cash flow information

Year ended December 31,

  2003
  2002
  2001
 
  (Dollars in thousands)

Cash paid for:                  
Interest   $ 104,477   $ 117,692   $ 129,829
   
 
 
Income taxes   $ 2,610   $ 5,534   $ 6,399
   
 
 

        Non-cash investing and financing activities:

        In conjunction with acquisitions (see Note 4(a)), liabilities were assumed as follows (dollars in thousands):

Year ended December 31

  2003
  2002
  2001
 
Fair value of assets acquired   $   $ 814,814   $ 51,769  
Class A common shares issued and cash paid         (129,775 )   (36,600 )
Carrying value of existing investment         (137,061 )    
   
 
 
 
Liabilities assumed   $   $ 547,978   $ 15,169  
   
 
 
 

15.   Employee stock option and stock appreciation rights plans

(a) Stock option plans

        Under the Company's 1997 stock option plan, options to purchase up to 500,000 class A or B common shares of the Company may be awarded to employees of SCL at fair market value at the date of grant. Options are exercisable three years after award and must be exercised ten years from the date of grant. At December 31, 2003, 251,050 class A common shares were reserved for issuance pursuant to options awarded to 75 persons. The 1986 stock option plan of the Company terminated in 1996. At December 31, 2003, 9,000 class A common shares of the Company were reserved for issuance pursuant to options awarded to three persons.

        No charges or credits are made to income with respect to options awarded or exercised under the plans since all options to employees are awarded at market value at date of grant.

        Transactions under the Company's plans have been as follows:

Year ended December 31, 2003

  Shares
  Option Price
Outstanding at beginning of period   252,300   $ 8.55-$30.00
Granted   172,250   $ 6.30-$15.60
Terminated   (163,500 ) $ 6.30-$30.00
Exercised   (1,000 ) $ 8.55
   
     
Outstanding at end of period   260,050   $ 6.30-$30.00
   
     
Exercisable at end of period   24,000   $ 16.00-$30.00
   
     

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Year ended December 31, 2002


 

Shares


 

Option Price

Outstanding at beginning of period   218,900   $ 8.55-$30.00
Granted   49,000   $ 9.00-$16.20
Terminated   (10,000 ) $ 21.75-$30.00
Exercised   (5,600 ) $ 8.55
   
     
Outstanding at end of period   252,300   $ 8.55-$30.00
   
     
Exercisable at end of period   96,000   $ 16.00-$30.00
   
     

Year ended December 31, 2001


 

Shares


 

Option Price

Outstanding at beginning of period   162,500   $ 16.00-$30.00
Granted   58,400   $ 8.55
Terminated   (2,000 ) $ 30.00
Exercised        
   
     
Outstanding at end of period   218,900   $ 8.55-$30.00
   
     
Exercisable at end of period   54,000   $ 16.00-$25.125
   
     

        The options outstanding under the Company's plans at December 31, 2003 were as follows:

 
   
   
  Weighted Average of
 
  Number of Shares
 
   
  Exercise
Prices for
Outstanding
Options

  Exercise
Prices for
Exercisable
Options

Range of
Exercise
Prices

  Outstanding
at
12/31/2003

  Exercisable
at
12/31/2003

  Remaining
Contractual
Lives

$ 6.30   129,750     9.1   $ 6.30    
$ 8.55   51,300     7.8   $ 8.55    
$ 9.00   10,000     7.7   $ 9.00    
$ 11.00   10,000     8.8   $ 11.00    
$ 15.60   35,000     9.8   $ 15.60    
$ 16.00   9,000   9,000   0.8   $ 16.00   $ 16.00
$ 25.125   5,000   5,000   4.8   $ 25.125   $ 25.125
$ 30.00   10,000   10,000   5.6   $ 30.00   $ 30.00
     
 
               
      260,050   24,000                
     
 
               

        As discussed in Note 1(q), these plans are accounted for under APB Opinion No. 25. Accordingly, no compensation cost has been recognized for the stock options with exercise prices equal to the market price of the shares on the date of grant. Estimates of fair values of stock options on the grant dates in the Black-Scholes option-pricing model were based on the following assumptions:

Year ended December 31,

  2003
  2002
  2001
 
Expected price volatility range     39.53 %   39.69 %   52.60 %
Risk-free interest rate range     3.05 %   2.78 %   4.62 %
Expected dividends     0.42 %   1.76 %   1.89 %
Expected life of stock options     5 years     5 years     5 years  
Weighted average fair value   $ 2.47   $ 3.92   $ 3.74  

(b) Stock appreciation rights plan

        The 1991 stock appreciation rights plan of the Company terminated in 2001 and provided that the Company could grant to SCL employees stock appreciation rights ("SARs") with respect to class A

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common shares of the Company. SARs entitle the holder to a cash amount equal in value to the excess of the fair market value of the common shares at the time of exercise of the SARs over the fair market value of the common shares at the time the SARs were granted. All outstanding SARs are currently exercisable and must be exercised ten years from the date of grant. At December 31, 2003, 39,000 SARs (2002—46,000, 2001—61,000) were outstanding. There was no charges to earnings arising from SARs in the years ended December 31, 2003, 2002 and 2001.

16.   Shareholders' equity

(a) Redeemable preferred shares

        The $7.25 convertible cumulative preferred shares are convertible at the option of the holder at any time, unless previously redeemed, into class B common shares of the Company at a conversion price of $31.34 per share (equivalent to a conversion rate of approximately 3.19 class B common shares for each preferred share), subject to adjustment under certain conditions. They provide for cumulative dividends at the annual rate of $7.25 per share payable quarterly and are redeemable at the option of the Company, in whole or in part, at a redemption price of $100.00 per share. Any preferred shares outstanding on May 6, 2005 must be redeemed at $100.00 per share plus any accrued and unpaid dividends. This redemption feature is contingent upon the holders not having previously exercised their conversion rights. Accordingly, these securities are not considered mandatorily redeemable securities in accordance with SFAS No. 150.

(b) Dual common share capitalization

        Effective June 23, 1992, following shareholder approval, the existing common shares of the Company were classified as class B common shares, each of which is convertible at any time into one class A common share of the Company. Cash dividends on the class A common shares, if any, must be at least 10% higher than any cash dividends on the class B common shares. In general, holders of class A and class B common shares vote together as a single class, with holders of class B shares having one vote per share and holders of class A shares having one-tenth of one vote per share. In all other substantial respects, the class A and B shares are the same.

(c) Shareholder rights agreement

        The Company has in place a shareholder rights agreement, as amended and restated as of June 1, 1998, which will be implemented not earlier than the tenth day following the first to occur of (i) the public announcement of the acquisition by a person (other than a subsidiary of the Company) of shares carrying 20% or more of the total voting rights which may be cast at any general meeting of the Company and (ii) the commencement or announcement of a tender offer or exchange offer by a person for shares carrying 30% or more of the total voting rights which may be cast at any general meeting of the Company. At that time, the rights will detach from the class A and class B common shares, and the holders of the rights will be entitled to purchase, for each right held, one two-hundredth of a series A junior participating preferred share of the Company at an exercise price of $180 (the "Purchase Price") for each one two-hundredth of such junior preferred share, subject to adjustment in certain events. From and after the date on which any person acquires beneficial ownership of shares carrying 20% or more of the total voting rights which may be cast at any general meeting of the Company, each holder of a right (other than the acquiring person) will be entitled upon exercise to receive, at the then current Purchase Price and in lieu of the junior preferred shares, that number of class A or class B common shares (depending on whether the right was previously attached to a class A or B share) having a market value of twice the Purchase Price. If the Company is acquired or 50% or more of its consolidated assets or earning power is sold, each holder of a right will be entitled to receive, upon exercise at the then current Purchase Price, that amount of common equity of the acquiring company which at the time of such transaction would have a market value of two times

69



the Purchase Price. The rights will expire on June 19, 2008 but may be redeemed at a price of $0.025 per right at any time prior to the tenth day following the date on which a person acquires beneficial ownership of shares carrying 20% or more of the total voting rights which may be cast at any general meeting of the Company.

(d) Reserved shares

        At December 31, 2003, 512,000 common shares have been reserved for options granted or available under the 1986 and 1997 stock option plans of the Company (see Note 15(a)), 478,622 class B common shares have been reserved for issuance upon conversion of the $7.25 convertible cumulative preferred shares (see Note 16(a)), and 14,500,000 class A common shares have been reserved for conversions of class B common shares (see Note 16(b)). Out of authorized preferred shares, 300,000 have been reserved for issuance as series A junior participating preferred shares upon exercise of preferred share purchase rights held by class A and B common shareholders (see Note 16(c)).

(e) Acquired shares

        A total of 12,900,000 class B common shares were owned by a subsidiary of the Company at December 31, 2003. Under applicable law, these shares are outstanding and may be voted by the subsidiary, although in computing earnings per share these shares are treated as a reduction to outstanding shares.

(f) Certain restrictions on payment of dividends

        SCL is party to certain credit agreements which restrict the payment of dividends and the purchase of common shares. Under these agreements, approximately $199,000,000 was available at December 31, 2003 (2002—$122,000,000) for the payment of cash dividends and the purchase of shares.

(g) Shares issued

        In December 2003, the Company sold 1,423,800 newly issued class A common shares in an SEC-registered public shelf offering raising net proceeds of about $24,700,000.

17.   Rental income under operating leases and charters

        The following are the minimum future rentals at December 31, 2003 due SCL under operating leases of containers and leases of property and other fixed assets (dollars in thousands):

Year ending December 31,

   
2004   $ 48,820
2005     30,894
2006     22,605
2007     13,725
2008     7,150
2009 and thereafter     7,687
   
    $ 130,881
   

        Of the total above, related party rental payments due from GE SeaCo amounted to $76,867,000 (2002—$125,564,000).

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18.   Commitments and contingencies

(a) Commitments

        Outstanding contracts to purchase fixed assets were approximately $16,000,000 at December 31, 2003 (2002—$14,000,000).

        Future rental payments under operating leases in respect of equipment rentals and leased premises are payable by SCL as follows (dollars in thousands):

Year ending December 31,

   
2004   $ 269,785
2005     104,795
2006     9,491
2007     8,733
2008     7,178
2009 and thereafter     64,559
   
    $ 464,541
   

        Of the total above, $353,566,000 in 2004 and 2005 relates to rental payments by GNER in respect of leases of rolling stock and access charges for railway infrastructure. These commitments are payable only while GNER holds the passenger rail franchise which is currently scheduled to expire in April 2005.

        Rental expense for the year ended December 31, 2003 amounted to $215,664,000 (2002—$169,706,000, 2001—$249,184,000).

(b) Contingencies

Strategic Rail Authority

        GNER experienced disruption of its services following an accident in October 2000, for which Network Rail and its predecessor were required to pay compensation under the track access agreement. Network Rail owns and maintains substantially all of the railway infrastructure in Britain. GNER has contracted with Network Rail for track access based on the level of service GNER provides. Because of disputes, both GNER and Network Rail withheld contractual payments due during 2001 through March 2002, when payments resumed. As a result of separate arbitration awards under different parts of the track access agreement, Network Rail's liability to compensate GNER was confirmed and proceedings continued as to the amounts due. In December 2003, GNER and Network Rail reached agreement settling GNER's claims arising from the service disruption and relieving GNER from the obligation to repay amounts previously withheld, other than £4,500,000 ($7,900,000) of track access charges over withheld.

        The Strategic Rail Authority ("SRA") which is the franchisor under GNER's passenger rail franchise agreement has separately claimed a portion of the compensation recognized by GNER in its settlement with Network Rail. The SRA's claim amounts to about £25,000,000 ($45,000,000). GNER has been advised by its legal counsel that GNER has no obligation to the SRA for this claim under the franchise agreement. GNER and the SRA are currently engaged in discussions to resolve this dispute. If the parties do not reach agreement, the dispute between GNER and the SRA would be submitted to arbitration. Because these discussions may be unsuccessful and GNER may have to make payments to the SRA, SCL has recorded a liability in its accounts for this dispute.

        The settlement with Network Rail and the provision for the separate SRA claim have resulted in SCL's recognition of an approximate $6,000,000 gain for the year ended December 31, 2003, which has

71



been recorded as a reduction in operating expenses consistent with SCL's classification of contract payments with Network Rail and the SRA.

GNER performance bond

        GNER has undertaken since 1996 to reimburse the SRA its costs in the event GNER breaches its franchise agreement to the extent that the SRA must award the franchise to another operator. This undertaking is secured by a surety bond issued by an insurance company in the amount of $60,080,000 which the Company has guaranteed and which is partly cash collateralized.

19.   Derivative financial instruments

(a) Interest rate swap agreements

        SCL is exposed to interest rate risk on its floating rate debt (both U.S. dollar and euro) and tries to manage the impact of interest rate changes on earnings and cash flows. SCL's policy is to enter into interest rate swap agreements from time to time to hedge the variability in interest rate cash flows due to interest rate risk on floating rate debt. At December 31, 2003, SCL had a fixed rate interest rate swap, which has been designated as a cash flow hedge. Since its designation as a cash flow hedge, changes in fair value that represent the effective portion of the swap are accumulated in other comprehensive income/(loss). No ineffectiveness was recognized in earnings during 2003, 2002 and 2001. Amounts accumulated in other comprehensive income/(loss) will be reclassified into earnings as the hedged interest cash flows are accrued. The fair value of this swap at December 31, 2003 was a $12,570,000 liability (2002—$10,956,000 liability). SCL had no other interest rate swap agreements at December 31, 2003 and 2002.

(b) Fuel swap agreements

        SCL uses commodity futures contracts from time to time to procure a portion of its fuel requirements and to hedge its exposure to volatility in fuel market prices. SCL has, when considered appropriate, entered into swap agreements to fix the price of fuel. At December 31, 2003, SCL had a fuel swap designated as a cash flow hedge of forecasted purchases of fuel, which was entered on December 23, 2003, matures over the next 12 months and had an immaterial fair value at December 31, 2003. SCL had no other fuel swap agreements at December 31, 2003. At December 31, 2002, a $932,000 receivable was accumulated in other comprehensive income/(loss) representing the effective portions of fuel swap hedges that matured and were reclassified into earnings in 2003. No ineffectiveness was recognized during the years ended December 31, 2003, 2002 and 2001.

(c) Foreign exchange risk management

        From time to time, SCL utilizes foreign currency forward contracts to reduce exposure to exchange rate risks primarily associated with SCL's international transactions. These contracts establish the exchange rates at which SCL will purchase or sell at a future date the contracted amount of currencies for specified foreign currencies. SCL utilizes forward contracts which are short-term in nature and receives or pays the difference between the contracted forward rate and the exchange rate at the settlement date. No contracts were outstanding at December 31, 2003.

72



20.   Accumulated other comprehensive income/(loss)

        The accumulated balances for each component of other comprehensive income/(loss) are as follows (dollars in thousands):

December 31,

  2003
  2002
 
Foreign currency translation adjustments   $ (131,584 ) $ (152,598 )
Derivative financial instruments     (1,614 )   (1,024 )
Minimum pension liability, net of tax     (45,879 )   (34,681 )
   
 
 
    $ (179,077 ) $ (188,303 )
   
 
 

        The components of other comprehensive income/(loss) are as follows (dollars in thousands):

Year ended December 31,

  2003
  2002
  2001
 
Net earnings   $ 112,458   $ 43,016   $ 5,634  
Foreign currency translation adjustments     21,014     46,082     (22,874 )
Cumulative effect of change in accounting principles (SFAS 133)             (7,526 )
Change in fair value of derivatives     (590 )   6,843     (341 )
Additional minimum pension liability, net of tax     (11,198 )   (34,681 )    
   
 
 
 
Comprehensive income/(loss)   $ 121,684   $ 61,260   $ (25,107 )
   
 
 
 

21.   Information concerning financial reporting for segments and operations in different geographical areas

        SCL's business activities are grouped into four main reporting segments. The first segment is the operation of ferry transport services in the Baltic Sea, English Channel, Irish Sea and New York harbor. This business is referred to as "Ferry operations". The second segment is the operation of passenger rail transport services through GNER in Great Britain. This business is referred to as "Rail operations". The third segment is leasing of cargo containers (principally through the GE SeaCo joint venture) to liner ship operators, road and rail operators, forwarders and exporters located throughout the world and the services which support these activities, including the manufacture and repair of container equipment. This business is referred to as "Container operations". The fourth segment historically has been the ownership and/or management of hotels, restaurants, tourist trains and a river cruiseship located worldwide through OEH. This business is referred to as "Leisure operations". During 2002, SCL's economic interest in OEH dropped below 50% and the Company began to account for its investment in OEH under the equity method of accounting (see Note 2). This change is reflected in the 2002 segment information from the date OEH was deconsolidated (November 14, 2002). "Other operations" include the Corinth Canal, real estate development, perishable commodity production and trading, and publishing activities. Transactions between reportable segments are not material.

        SCL's segment information has been prepared in accordance with SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information". The main factor SCL uses to identify its four main segments is the similarity of the products and services provided. Segment performance is evaluated based upon net earnings from operations before net finance costs, taxes and depreciation and amortization. Segment information is presented in accordance with the accounting policies described in Note 1.

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        Financial information regarding these business segments is as follows, with net finance costs being net of capitalized interest and interest and related income (dollars in thousands):

Year ended December 31,

  2003
  2002
  2001
 
Revenue:                    
  Ferry operations   $ 786,601   $ 576,585   $ 204,227  
  Rail operations     723,219     695,775     623,870  
  Container operations     109,221     111,861     122,322  
  Leisure operations         209,016     252,236  
  Other operations     25,668     21,623     13,104  
   
 
 
 
    $ 1,644,709   $ 1,614,860   $ 1,215,759  
   
 
 
 
Other:                    
  Ferry operations   $ 417   $ (718 ) $ 32,998  
  Rail operations              
  Container operations     23,685     11,116     11,393  
  Leisure operations     10,887     9,084     9,112  
  Other operations     5,000     2,883     551  
   
 
 
 
    $ 39,989   $ 22,365   $ 54,054  
   
 
 
 
Depreciation and amortization:                    
  Ferry operations   $ 51,568   $ 35,337   $ 24,172  
  Rail operations     13,352     9,243     8,597  
  Container operations     47,364     53,561     59,688  
  Leisure operations         14,355     16,356  
  Other operations     1,187     1,214     929  
   
 
 
 
    $ 113,471   $ 113,710   $ 109,742  
   
 
 
 
                     

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Earnings from operations before net finance costs:                    
  Ferry operations   $ 30,255   $ 51,423   $ 22,742  
  Rail operations     84,083     68,893     45,316  
  Container operations     35,985     23,499     30,568  
  Leisure operations     10,887     41,275     52,738  
  Other operations     6,563     4,452     681  
   
 
 
 
      167,773     189,542     152,045  
Gain from sale of ferry assets and non-recurring charges     54,000          
Corporate costs     (15,798 )   (15,038 )   (13,508 )
   
 
 
 
      205,975     174,504     138,537  
Net finance costs     (85,293 )   (114,670 )   (115,881 )
   
 
 
 
Earnings before minority interest and income taxes     120,682     59,834     22,656  
Minority interest         (10,958 )   (11,052 )
   
 
 
 
      120,682     48,876     11,604  
Provision for income taxes     8,224     5,860     5,970  
   
 
 
 
Net earnings     112,458     43,016     5,634  
Preferred share dividends     1,088     1,088     1,088  
   
 
 
 
Net earnings on class A and class B common shares   $ 111,370   $ 41,928   $ 4,546  
   
 
 
 
Capital expenditure:                    
  Ferry operations   $ 17,985   $ 56,673   $ 15,963  
  Rail operations     2,654     2,971     3,448  
  Container operations     13,445     18,540     26,305  
  Leisure operations         45,008     37,630  
  Other operations     3,541     526     7,266  
   
 
 
 
    $ 37,625   $ 123,718   $ 90,612  
   
 
 
 

December 31,


 

2003


 

2002

Identifiable assets:            
  Ferry operations   $ 1,416,883   $ 1,416,696
  Rail operations     252,081     235,271
  Container operations     816,838     887,720
  Leisure operations     223,592     212,704
  Other operations     52,523     44,443
   
 
    $ 2,761,917   $ 2,796,834
   
 

        Non-U.S. domestic operations accounted for more than 97% of revenue and for 100% of earnings before net finance costs in 2003 (2002—96% and 94%, 2001—92% and 90%). Containers are regularly moving between countries in international commerce over hundreds of trade routes. SCL has no knowledge of, or control over, the movement of containers under lease or the location of leased containers at any moment in time. Based on container leases in force at December 31, 2003, containers may touch ports in more than 100 different countries worldwide. It is therefore impossible to assign revenues or assets of container operations by geographical areas.

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        Ferry operations and identifiable assets are mainly carried on and held in north Europe and Scandinavia. Rail operations and assets are based in Britain. Leisure operations are spread throughout the world with no one country representing more than 10% of the revenue or identifiable assets in 2002 and 2001.

22.   Related party transactions

        For the year ended December 31, 2003, SCL earned revenue in connection with the lease and management agreements relating to SCL-owned containers provided to the GE SeaCo joint venture of $26,213,000 (2002—$33,101,000, 2001—$47,447,000). Also in 2003, SCL incurred expenses under the services agreement with GE SeaCo by which SCL provides management and administration services to the joint venture and for which GE SeaCo recognized and paid to SCL net amounts of $32,936,000 (2002—$30,690,000, 2001—$29,157,000). For the year ended December 31, 2003, SCL sold containers from its factories and provided use of SCL's depots for container repair and storage services, for which GE SeaCo paid $17,434,000 (2002—$23,713,000, 2001—$13,694,000). In addition, in 2003, GE SeaCo paid interest of $nil on loans from SCL (2002—$50,000, 2001—$401,000) and at year end, SCL had a loan balance of $3,000,000 due from GE SeaCo (2002—$6,000,000). At December 31, 2003, a receivable of $30,342,000 (2002—a receivable of $20,245,000) remains outstanding for GE SeaCo in respect of all the above, which is included in accounts receivable on SCL's consolidated balance sheet and most of which is settled in the following quarter.

        For the year ended December 31, 2003, SCL received from OEH $4,631,000 (2002—$5,899,000, 2001—$5,508,000) for the provision of various services, including financial, legal, accounting, corporate executive, public company, human resources administration, insurance, office facilities, and system and computer services. These were provided under a shared services agreement between SCL and OEH on the basis of a fee plus reimbursements equivalent to the direct and indirect costs of providing the services. The agreement had an initial term of one year and is automatically renewed annually unless it is terminated by SCL or OEH. The Company has guaranteed since March 2000 a bank loan to OEH in an outstanding principal amount of $19,088,000 at December 31, 2003 (2002—$112,854,000). This guarantee is being cancelled in March 2004.

        SCL received from Silja, prior to its acquisition in May 2002, fees for the provision of various services which amounted to $400,000 in 2002 (2001—$1,200,000). These services were provided on the basis of reimbursement of SCL's costs as approved by the board of directors of Silja. Included in the 2001 fee amount was interest charged on a two-month borrowing in the amount of $2,302,000 by Silja under a maximum $16,500,000 seasonal line of credit provided by SCL during the year. SCL also charters a SuperSeaCat to Silja to operate on the Helsinki-Tallin route for which $1,260,000 was paid to SCL in 2002 (2001—$3,832,000), and SCL charters from Silja a floating passenger terminal located at Liverpool for which $56,000 was paid to Silja in 2002 (2001—$144,000). The amounts paid in 2002 relate to the period prior to acquisition.

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Summary of quarterly earnings (unaudited)

 
  Quarter ended
 
 
  December 31
  September 30
  June 30
  March 31
 
 
  (Dollars in thousands, except per share amounts)

 
2003                          
Revenue and Other:                          
  Ferry operations   $ 192,301   $ 236,906   $ 216,007   $ 141,804  
  Rail operations     196,272     197,364     156,933     172,650  
  Container operations     32,180     31,919     35,901     32,906  
  Leisure operations     3,877     3,824     4,412     (1,226 )
  Other operations     8,550     10,126     6,718     5,274  
   
 
 
 
 
    $ 433,180   $ 480,139   $ 419,971   $ 351,408  
   
 
 
 
 
Earnings/(losses) before net finance costs:                          
  Ferry operations   $ 6,113   $ 28,874   $ 7,902   $ (12,634 )
  Rail operations     20,864     28,757     13,759     20,703  
  Container operations     9,289     8,734     9,396     8,566  
  Leisure operations     3,877     3,824     4,412     (1,226 )
  Other operations     784     4,771     835     173  
   
 
 
 
 
      40,927     74,960     36,304     15,582  
Gain from sale of ferry assets and non-recurring charges     (6,000 )   60,000          
Corporate costs     (4,039 )   (4,067 )   (3,604 )   (4,088 )
Net finance costs     (17,792 )   (19,577 )   (21,339 )   (26,585 )
   
 
 
 
 
Earnings/(losses) before income taxes     13,096     111,316     11,361     (15,091 )
Provision for/(benefit from) income taxes     1,192     10,300     1,767     (5,035 )
   
 
 
 
 
Net earnings/(losses)     11,904     101,016     9,594     (10,056 )
Preferred share dividends     (272 )   (272 )   (272 )   (272 )
   
 
 
 
 
Net earnings/(losses) on class A and class B common shares   $ 11,632   $ 100,744   $ 9,322   $ (10,328 )
   
 
 
 
 
Earnings/(losses) per class A and class B common share:                          
  Basic   $ 0.55   $ 4.79   $ 0.44   $ (0.49 )
   
 
 
 
 
  Diluted   $ 0.54   $ 4.68   $ 0.44   $ (0.49 )
   
 
 
 
 
Dividends per class A common share   $ 0.0250   $ 0.0250   $   $  
   
 
 
 
 
Dividends per class B common share   $ 0.0225   $ 0.0225   $   $  
   
 
 
 
 

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Summary of quarterly earnings (unaudited)

 
  Quarter ended
 
 
  December 31
  September 30
  June 30
  March 31
 
 
  (Dollars in thousands, except per share amounts)

 
2002                          
Revenue and Other:                          
  Ferry operations   $ 167,916   $ 235,492   $ 144,566   $ 27,893  
  Rail operations     201,648     194,373     151,525     148,229  
  Container operations     32,721     29,421     27,512     33,323  
  Leisure operations     2,248     83,088     79,094     53,670  
  Other operations     3,548     4,892     7,504     8,562  
   
 
 
 
 
    $ 408,081   $ 547,266   $ 410,201   $ 271,677  
   
 
 
 
 
Earnings/(losses) before net finance costs:                          
  Ferry operations   $ 12,353   $ 25,807   $ 18,524   $ (5,261 )
  Rail operations     24,635     19,368     15,787     9,103  
  Container operations     8,303     5,416     2,642     7,138  
  Leisure operations     2,248     15,791     17,901     5,335  
  Other operations     (2,616 )   238     2,608     4,222  
   
 
 
 
 
      44,923     66,620     57,462     20,537  
Corporate costs     (3,883 )   (3,907 )   (3,743 )   (3,505 )
Net finance costs     (26,459 )   (31,867 )   (29,001 )   (27,343 )
   
 
 
 
 
Earnings/(losses) before minority interest and income taxes     14,581     30,846     24,718     (10,311 )
Minority interest         (3,827 )   (6,959 )   (172 )
   
 
 
 
 
Earnings/(losses) before income taxes     14,581     27,019     17,759     (10,483 )
Provision for/(benefit from) income taxes     280     8,863     1,490     (4,773 )
   
 
 
 
 
Net earnings/(losses)     14,301     18,156     16,269     (5,710 )
Preferred share dividends     (272 )   (272 )   (272 )   (272 )
   
 
 
 
 
Net earnings/(losses) on class A and class B common shares   $ 14,029   $ 17,884   $ 15,997   $ (5,982 )
   
 
 
 
 
Earnings/(losses) per class A and class B common share:                          
  Basic and diluted   $ 0.67   $ 0.85   $ 0.79   $ (0.32 )
   
 
 
 
 
Dividends per class A common share   $   $ 0.075   $ 0.075   $ 0.075  
   
 
 
 
 
Dividends per class B common share   $   $ 0.068   $ 0.068   $ 0.068  
   
 
 
 
 

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ITEM 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

        None.


ITEM 9A.    Controls and Procedures

        The Company's chief executive and financial officers have evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in SEC Rule 13a-15(e)) as of December 31, 2003 and found no material deficiencies or weaknesses. There have been no changes in the Company's internal control over financial reporting (as defined in SEC Rule 13a-15(f)) during the fourth quarter of 2003 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

        It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

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PART III

ITEM 10. Directors and Executive Officers of the Registrant

Directors

        The directors of the Company are as follows:

Name, Age

  Principal Occupation and Other Major Affiliations
  Year First
Became Director

John D. Campbell, 61   Senior Counsel (retired) of Appleby Spurling & Kempe (attorneys)   1980
W. Murray Grindrod, 68   Chairman of Grindrod Ltd. (a shipping, transport and financial services company)   1986
Robert M. Riggs, 70   Senior Counsel of Carter Ledyard & Milburn LLP (attorneys)   1976
Philip J.R. Schlee, 80   Chairman of Robert Anderson & Co. Ltd. (a private investment firm)   1976
Charles N.C. Sherwood, 44   Partner of Permira Advisers Ltd. (a private equity investment firm)   1996
James B. Sherwood, 70   President of the Company   1974
Michael J.L. Stracey, 71   Executive Vice President-Finance (retired) of the Company   1986

        The principal occupation of each director during the last five years is that shown in the table, except that Mr. Campbell was a member of Appleby Spurling & Kempe until March 1999 and retired as Senior Counsel in July 2003, Mr. Riggs retired as a member of Carter Ledyard & Milburn LLP in December 2003, and Mr. Stracey was Executive Vice President—Finance of the Company until his retirement in 1997. Mr. Campbell is also a non-executive director and Chairman of the Risk and Audit Committee of The Bank of Bermuda Ltd., a subsidiary of HSBC Holdings plc, and a non-executive director and Chairman of the Nominations and Governance Committee of Argus Insurance Company Ltd., a public company listed on the Bermuda Stock Exchange.

        Mr. Sherwood is also a director and Chairman of OEH, and Mr. Campbell is a director of OEH.

        Mr. Charles Sherwood is the stepson of Mr. Sherwood.

        The Board of Directors has established a standing Audit Committee for the purpose of overseeing the accounting and financial reporting processes of SCL and the audits of its financial statements. Messrs. Grindrod, Riggs and Stracey are the committee members. The Board has determined that Messrs. Grindrod and Stracey meet the audit committee independence rules of the SEC and the New York Stock Exchange, but has made no determination regarding Mr. Riggs. He may not qualify as independent because of his position as Senior Counsel of Carter Ledyard & Milburn LLP, a firm providing legal services to SCL. It is anticipated that Mr. Riggs will meet the audit committee independence requirements by July 2005 when they become applicable to the Company. The Board has designated Mr. Stracey as the audit committee financial expert as defined under SEC rules.

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Executive Officers

        The executive officers of the Company are as follows:

Name, Age

  Position
James B. Sherwood, 70   President since 1974
David G. Benson, 60   Senior Vice President—Passenger Transport since 1997
Daniel J. O'Sullivan, 65   Senior Vice President—Finance and Chief Financial Officer since 1997
James A. Beveridge, 55   Vice President—Administration and Property since 1997
Angus R. Frew, 45   Vice President—Containers since 2002
Christopher W.M. Garnett, 58   Vice President—Rail since 1997
Edwin S. Hetherington, 54   Vice President, General Counsel and Secretary since 1997
Nicholas J. Novasic, 52   Vice President—Corporate Finance, North America since 2003
Guy N. Sanders, 44   Vice President—Funding since 2001
Duncan J.C. Scott, 43   Vice President—Information Services since 2003
James G. Struthers, 40   Vice President—Controller since 1999

        The principal occupation of each person during the last five years is shown in the table supplemented by the following information.

        Mr. Sherwood was the founder of the Company's container leasing predecessor company, Sea Containers Inc., in 1965.

        Mr. Benson was a Vice President in the Ferry Operations division of the Company from 1992.

        Mr. O'Sullivan was Senior Vice President—Finance and Treasurer of the Company from 1986.

        Before joining the Company, Mr. Beveridge was Group Finance Director of MEPC plc, a property company listed on the London Stock Exchange.

        Mr. Frew is a chartered accountant and held senior management positions in Europe with Seagram Spirits & Wine Group and in Europe and Asia with United Distillers & Vintners, the spirits and wine division of Diageo plc.

        Mr. Garnett, before joining the Company in 1995, was Commercial Director of Eurotunnel plc in charge of sales and marketing.

        Mr. Hetherington was General Counsel and Secretary of the Company from 1984.

        Mr. Novasic in 2000-2002 was Executive Vice President and Chief Financial Officer of Willis Lease Finance Corp., an aviation services company listed on NASDAQ, where he also served as a capital markets consultant in 2002 and 2003. He joined Willis after being Vice President—Funding, North America of the Company from 1987.

        Mr. Sanders, a chartered accountant, has worked most of his career in the treasury function of various U.K. companies including as Assistant Treasurer of Allied Domecq plc, a multinational beverage and restaurant company.

        Mr. Scott has worked his entire career in information technology. He headed the IT function of the London, England law firm of Allen & Overy when he left in 1998 after eight years to become Chief Information Officer of Regus plc, a publicly owned provider of business centers worldwide. He joined SCL in 2001.

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        Mr. Struthers in 1997-1999 was Finance Director of Eurostar (UK) Ltd., operator of high speed passenger train services between Britain and Continental Europe, and was previously the Group Financial Controller of SCL.

        As noted above under "Directors", Mr. Sherwood is also a director and officer of OEH. In addition, Mr. O'Sullivan is a director of OEH, Mr. Hetherington is Secretary of OEH, and Mr. Struthers is Vice President—Finance and Chief Financial Officer of OEH.

        The Board of Directors has adopted a code of business practices for the Company's principal executive, financial and accounting officers, which is filed as Exhibit 14 to this report.


ITEM 11. Executive Compensation

        Because the Company is a foreign private issuer, it is replying to this Item 11 pursuant to Item 402(a)(1)(ii) of SEC Regulation S-K.

        The following table shows the salary and bonus of the five highest compensated executive officers of the Company paid in cash during 2003, and of all executive officers as a group, for services to SCL in all capacities:

Name of Individual or Group

  Principal Capacities in Which Served
  Cash
Compensation

James B. Sherwood   President and Director   $ 741,700
Daniel J. O'Sullivan   Senior Vice President—Finance and Chief Financial Officer   $ 587,500
David G. Benson   Senior Vice President—Passenger Transport   $ 460,300
Christopher W.M. Garnett   Vice President—Rail   $ 407,000
James A. Beveridge   Vice President—Administration and Property   $ 347,900
All executive officers as a group (11 persons)       $ 3,678,700

        The salary and bonus of Mr. Sherwood paid by OEH ($371,400) is excluded from the table above. Under the shared services agreement between SCL and OEH described in Item 13—Certain Relationships and Related Transactions below, part of the salaries and bonuses of Messrs. O'Sullivan and Hetherington paid by SCL are charged to OEH. See also Note 22 to the Financial Statements (Item 8 above).

        SCL has entered into agreements with four of its executive officers, including Messrs. Sherwood, O'Sullivan and Beveridge, entitling them to terminate employment in certain circumstances constituting a change in control of the Company and to receive an amount equal to three times each officer's annual compensation (five times in the case of Mr. Sherwood). Mr. Sherwood's agreement also requires the Company to pay the excise tax on his severance payment imposed pursuant to section 4999 of the U.S. Internal Revenue Code.

        Each of the directors other than Mr. Sherwood receives a fee of $2,750 for each meeting of the Board of Directors or a committee thereof which he attends, and is also paid an annual director retainer fee of $17,500. Aggregate attendance and retainer fees amounted to $161,500 in 2003. In addition, the Company paid consulting fees to Mr. Stracey in 2003 but his consulting arrangement was terminated during the year (see Item 13—Certain Relationships and Related Transactions below).

Pensions

        Most executive officers of the Company located in the United Kingdom participate in a contributory defined benefit pension plan maintained by SCL for its British employees. The amount of contribution to the plan in respect of a specific person cannot readily be separated or individually

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calculated. Participants in the plan are eligible to receive at their normal retirement date an annual pension based on the number of years of permanent employment and their final pensionable compensation, up to a maximum pension of two-thirds of the final pensionable compensation for service of up to 20 years, reduced by pension benefits paid by the British government. A participant's pensionable compensation upon which benefits are based is the greater of (i) the average of the participant's highest three consecutive pensionable salaries during the ten years preceding retirement or (ii) the participant's pensionable salary for the year immediately preceding retirement.

        Prior to 1997, SCL maintained a non-contributory defined benefit pension plan for United States employees, including U.S. citizen officers. Participants in the plan are eligible to receive at their normal retirement date an annual pension based on the number of years of permanent employment, up to 21 credited years of service, and 44% of their average annual compensation (i.e., compensation averaged over the five highest consecutive years), plus 13% of the excess of average annual compensation over the amount of Social Security covered compensation. In 1997, SCL froze this defined benefit plan, so that the benefit payable to employees at their normal retirement date will be equal to the benefit that they had earned under the plan as of December 31, 1996. For 1997 and later years, SCL established a defined contribution pension plan for U.S. employees, including officers. This plan has a non-contributory feature under which the amount that SCL contributes to the plan, for each year, is allocated among participating employees in proportion to the amount of their compensation for that year. The amount of the annual contribution is determined by SCL in its discretion. The defined contribution plan also includes a 401(k) feature that permits employees to contribute amounts out of their compensation (up to $12,000 per employee in 2003).

        Under the defined benefit plans in the U.K. and U.S., currently estimated accrued annual benefits payable to executive officers amounted to approximately $889,000 in the aggregate at December 31, 2003, and under the defined contribution plan in the U.S., their account balances totalled $248,100 in the aggregate at the same date. See Note 12 to the Financial Statements.

1997 Stock Option Plan

        Options to purchase Class A common shares of the Company have been granted to selected executive officers and employees under the Company's 1997 Stock Option Plan, which is administered by the Board of Directors. The plan provides for the award of options to purchase up to 500,000 Class A and B common shares at market value at the time of the award. In general, options become exercisable three years after the date of grant and expire ten years from date of grant. In certain circumstances constituting a change in control of the Company, outstanding options become immediately exercisable, and optionees may thereafter surrender their options instead of exercising them and receive directly from the Company in cash the difference between the option exercise price and the value of the underlying shares determined according to the plan.

        During 2003, options on an aggregate 77,000 Class A shares were granted to directors and executive officers under the plan at an exercise price of $6.30 or $15.60 per share. No options were exercised by directors or officers during the year, but previously granted options on 42,000 shares were voluntarily surrendered and cancelled by the optionees. At December 31, 2003, directors and executive officers held an aggregate of 127,000 options to purchase Class A shares under the plan. See Note 15(a) to the Financial Statements.

1986 Stock Option Plan

        The 1986 Stock Option Plan of the Company expired by its terms in 1996 but outstanding options continue in effect. The terms and manner of administration of the plan are substantially the same as the 1997 Stock Option Plan.

        During 2003, no options were exercised under the plan. Directors held an aggregate of 9,000 options on Class A common shares at December 31, 2003. See Note 15(a) to the Financial Statements.

        As provided in the plan, the Company has made loans since 1990 and 1992 to Mr. Hetherington in the aggregate principal amount of $106,800. These enabled him to exercise his stock options in prior years and pay the option prices, are secured by pledges of the shares acquired, and bear interest at 4% per annum.

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1991 Stock Appreciation Rights Plan

        The Company's 1991 Stock Appreciation Rights Plan expired by its terms in June 2001, but outstanding rights continue in effect. Under the plan, stock appreciation rights have been granted to selected executive officers and employees. The plan is administered by the Board of Directors and provided for the award of rights equivalent in value to the market value of the Company's Class A common shares at the time of the award. In general, the rights become exercisable three years after the date of grant and expire ten years from date of grant. All outstanding rights are currently exercisable. At the time of exercise, the Company will pay to the rightholder the difference between the value of the right and the market value of the Company's Class A common shares at the time of exercise.

        During 2003, no rights were exercised under the plan. At December 31, 2003, executive officers held an aggregate of 20,000 rights under the plan. See Note 15(b) to the Financial Statements.


ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Five Percent Shareholders

        The following table contains information concerning the beneficial ownership of the Company's Class A common shares and Class B common shares by the only persons known to SCL to own beneficially more than 5% of the outstanding shares of either class.

        Contender 2 Ltd. ("Contender") listed in the table below is a subsidiary of the Company which owns only Class B shares. Under Bermuda law, the shares owned by Contender are outstanding and may be voted. Each Class B share is convertible at any time into one Class A share and, therefore, the shares listed as owned by Contender represent Class B shares and the Class A shares into which those shares are convertible.

        Voting and dispositive power with respect to the Class B shares owned by Contender is exercised by its Board of Directors. Messrs. Sherwood, Campbell and three other persons who are not directors or officers of the Company are the directors of Contender. Each of these persons may be deemed to share beneficial ownership of the Class B shares owned by Contender for which he serves as a director,

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as well as the Class A shares into which those Class B shares are convertible, but is not shown in the table below, other than Mr. Sherwood who directly owns more than 5%.

Name and Address

  No. of Class A
and Class B
Shares

  Percent
of Class A
Shares(1)

  Percent
of Class B
Shares

 
Contender 2 Ltd
22 Victoria Street
Hamilton HM 12
Bermuda
  12,900,000   37.5 % 89.5 %
James B. Sherwood(2)
Sea Containers Services Ltd.
20 Upper Ground
London SE1 9PF
England
  1,024,096   4.6 % 6.8 %
Donald Smith & Co. Inc.(3)
East 80 Route 4, Suite 360
Paramus, New Jersey 07652
  1,634,400   7.6 %  
Rutabaga Capital Management(4)
64 Broad Street, 3rd Floor
Boston, Massachusetts 02109
  1,522,300   7.1 %  
Royce & Associates LLC(5)
1414 Avenue of the Americas
New York, New York 10019
  1,160,000   5.4 %  

(1)
The percentage of Class A shares shown is based on the 21,510,029 Class A shares outstanding on March 5, 2004, plus the Class A shares issuable upon conversion of the Class B shares beneficially owned by that person, if any, or upon exercise of stock options held by that person, if any.

(2)
Comprised of 30,500 Class A shares plus 978,596 Class A shares issuable upon conversion of a like number of Class B shares, over all of which Mr. Sherwood has sole voting and dispositive power, and currently exercisable stock options on 15,000 Class A shares under the Company's 1997 Stock Option Plan.

(3)
The information with respect to Donald Smith & Co. Inc. ("Smith") relates only to Class A shares and is derived from its Schedule 13G report as of December 31, 2003 filed with the SEC. The report states that Smith is a registered investment advisor and that it has sole voting power with respect to 1,569,400 Class A shares and sole dispositive power with respect to 1,634,400 Class A shares.

(4)
The information with respect to Rutabaga Capital Management ("Rutabaga") relates only to Class A shares and is derived from its Schedule 13G report amended as of December 31, 2003 filed with the SEC. The report states that Rutabaga is a registered investment advisor and that it has sole voting power with respect to 994,500 Class A shares, shared voting power with respect to 527,800 Class A shares, and sole dispositive power with respect to 1,522,300 Class A shares.

(5)
The information with respect to Royce & Associates LLC ("Royce") relates only to Class A shares and is derived from its Schedule 13G report as of December 31, 2003 filed with the SEC. The report states that Royce is a registered investment advisor and that it has sole voting and dispositive power with respect to 1,160,000 Class A shares.

Directors and Executive Officers

        The following table and the footnotes below it contain information concerning the beneficial ownership of Class A common shares and Class B common shares of the Company by each director and executive officer of the Company and by all directors and executive officers of the Company as a group (including exercisable stock options). As noted above, certain of these directors and executive officers of the Company may be deemed to share beneficial ownership of the Class B shares held by

85



Contender because they are also directors of that subsidiary, but those shares are not included in the following table.

Name

  No. of
Class A Shares(1)

  Percent of
Class A Shares(2)

 
David G. Benson   500    
James A. Beveridge      
John D. Campbell   5,000 (3)  
Angus R. Frew      
Christopher W.M. Garnett   300    
W. Murray Grindrod   5,000 (4)  
Edwin S. Hetherington   11,588 (5)  
Nicholas J. Novasic   3,200 (6)  
Daniel J. O'Sullivan      
Robert M. Riggs   14,322 (7)  
Guy N. Sanders      
Philip J.R. Schlee   112,272 (8)  
Duncan J.C. Scott      
Charles N.C. Sherwood   40,000    
James B. Sherwood   1,024,096 (9) 4.6 %
Michael J.L. Stracey      
James G. Struthers      
All directors and executive officers as a group (17 persons)   1,216,278 (10) 5.4 %

(1)
Comprised of Class A shares over which the director or executive officer has sole voting and dispositive power, unless otherwise indicated.

(2)
The percentage of Class A shares for each person and the group shown in this table is based on the 21,510,029 Class A shares outstanding on March 5, 2004, plus the Class A shares issuable upon exercise of stock options on Class A shares held by that person or group and Class A shares issuable upon conversion of the Class B shares beneficially owned by that person or the group. Each shareholding is less than 1% except as indicated.

(3)
Comprised of 2,000 Class A shares over which Mr. Campbell has shared voting and dispositive power, and an option on 3,000 Class A shares under the Company's 1986 Stock Option Plan.

(4)
Comprised of 2,000 Class A shares over which Mr. Grindrod has shared voting and dispositive power, and an option on 3,000 Class A shares under the Company's 1986 Stock Option Plan.

(5)
Comprised of 11,538 Class A shares plus 50 Class A shares issuable upon conversion of a like number of Class B shares, over all of which Mr. Hetherington has sole voting and dispositive power.

(6)
Comprised of 3,000 Class A shares over which Mr. Novasic has sole voting and dispositive power and 200 Class A shares over which he has shared voting and dispositive power.

(7)
Comprised of 10,040 Class A shares over which Mr. Riggs has sole voting and dispositive power, 1,282 Class A shares over which Mr. Riggs has shared voting and dispositive power, and an option on 3,000 Class A shares under the Company's 1986 Stock Option Plan.

(8)
Comprised of 31,538 Class A shares plus 80,734 Class A shares issuable upon conversion of a like number of Class B shares, over all of which Mr. Schlee has sole voting and dispositive power.

(9)
Comprised of 30,500 Class A shares plus 978,596 Class A shares issuable upon conversion of a like number of Class B shares, over all of which Mr. Sherwood has sole voting and dispositive power, and options on 15,000 Class A shares under the Company's 1997 Stock Option Plan.

(10)
Includes 978,596, 80,734 and 50 Class A shares issuable upon conversion of a like number of Class B shares owned by Messrs. Sherwood, Schlee and Hetherington, respectively, 9,000 Class A

86


    shares optioned under the Company's 1986 Stock Option Plan held by Messrs. Campbell, Grindrod and Riggs, and 15,000 Class A shares optioned under the Company's 1997 Stock Option Plan held by Mr. Sherwood.

Voting Control of the Company

        The following table lists the voting power held by the known beneficial owners of more than 5% of the outstanding Class A or Class B common shares and all directors and executive officers as a group. In general, matters subject to approval of shareholders require a majority vote of the Class A and Class B shares voting together as a single class. Holders of Class B shares have one vote per share for most matters submitted to a vote of shareholders, and holders of Class A shares have one-tenth of one vote. Those directors and executive officers of the Company who are deemed to be beneficial owners solely because they are directors of Contender are not listed individually but are included in the group.

Name

  No. of Class A Shares
  No. of Class B Shares
  Combined
Voting Power

 
Contender     12,900,000   77.9 %
J.B. Sherwood   45,500 (1) 978,596   5.9 %
Smith   1,569,400     0.9 %
Rutabaga   1,522,300     0.9 %
Royce   1,160,000     0.7 %
All directors and executive officers as a group (17 persons)   156,898 (2) 13,959,380   84.4 %

(1)
Comprised of 30,500 Class A shares plus 15,000 Class A shares optioned under the Company's 1997 Stock Option Plan.

(2)
Includes 24,000 Class A shares optioned under the Company's 1986 and 1997 Stock Option Plans.

        Contender and the Company's directors and executive officers hold in total approximately 39% in number of the outstanding Class A and Class B shares having approximately 84% of the combined voting power of the outstanding common shares of the Company for most matters submitted to a vote of the Company's shareholders. Other shareholders, accordingly, hold approximately 61% in number of the common shares having about 16% of combined voting power in the Company.

        Under Bermuda law, the Class B shares owned by Contender (representing approximately 78% of the combined voting power) are outstanding and may be voted by that subsidiary. The investment by Contender in Class B shares and the manner in which it votes those shares are determined by the members of its Board of Directors (two of whom are also directors and an officer of the Company) consistently with the exercise by those directors of their fiduciary duties to the subsidiary. Contender, therefore, has the ability to elect at least a majority of the members of the Board of Directors of the Company and to control the outcome of most matters submitted to a vote of the Company's shareholders.

        With respect to a number of matters which would tend to change control of the Company, its memorandum of association and bye-laws contain provisions that could make it harder for a third party to acquire SCL without the consent of the Company's Board of Directors. These provisions include supermajority shareholder voting provisions for the removal of directors and for "business combination" transactions with beneficial owners of shares carrying 15% or more of the votes which may be cast at any general meeting of shareholders, and limitations on the voting rights of such 15% beneficial owners. Also, the Company's Board of Directors has the right under Bermuda law to issue preferred shares without shareholder approval, which could be done to dilute the share ownership of a potential hostile acquirer. Also, the rights to purchase series A junior preferred shares, one of which is attached to each Class A and Class B common share of the Company, may have antitakeover effects. See Note 16(c) to the Financial Statements. Although SCL management believes these provisions

87



provide for an opportunity to receive a higher bid by requiring potential acquirers to negotiate with the Company's Board of Directors, these provisions apply even if the offer may be considered beneficial by many shareholders.

        Information under Item 201(d) of SEC Regulation S-K is omitted because the Company is a foreign private issuer.


ITEM 13. Certain Relationships and Related Transactions

        The law firm of Carter Ledyard & Milburn LLP, from which Mr. Riggs retired as a member in 2003 but continues as Senior Counsel, renders legal services to SCL.

        Mr. Stracey, who was Executive Vice President—Finance of the Company for 16 years, retired as an officer in 1997, but acted as a consultant to the Company from time to time. He was compensated at the rate of $2,800 per day when working on SCL assignments, and was paid an aggregate of $19,600 for his services in 2003. Mr. Stracey and the Company terminated this consulting arrangement in October 2003.

        See also Note 22 to the Financial Statements (Item 8 above) regarding related party transactions.

Agreements with Orient-Express Hotels Ltd.

        In connection with the initial public offering of OEH shares in August 2000 and in anticipation of the separation of the two companies, SCL and OEH entered into the following agreements:

    Shared Services Agreement

        SCL and OEH entered into a shared services agreement covering the provision to OEH of various services, including financial, legal, accounting, corporate executive, public company, human resources administration, insurance and information technology. OEH also occupies space in offices leased by various subsidiaries of the Company in London and overseas. For these services, OEH pays a fee plus reimbursements approximating the costs of SCL in providing the services. OEH may terminate these arrangements on one year's notice.

    Tax Sharing Agreement

        OEH entered into a tax sharing agreement with SCL that allocates responsibilities for tax matters between the two companies for periods prior to the separation of SCL and OEH. In general, OEH will continue to be responsible for taxes of itself and its subsidiaries after the separation from SCL, and SCL has agreed to indemnify OEH for all taxes attributable to the separation itself.

    Share Owning Subsidiaries Restructuring Agreement

        SCL and OEH entered into an amended and restated share owning subsidiaries restructuring agreement pursuant to which a subsidiary of OEH exercised an option to acquire on July 22, 2002 from SCL 18,044,478 Class B common shares of OEH owned by SCL at an aggregate price of $180,445, thereby providing OEH with a share owning subsidiary ownership structure very similar to that of the Company. In a takeover of OEH, this structure may assist in maximizing the value OEH shareholders receive in the takeover transaction. Also on July 22, 2002 under this agreement, Contender 2 Ltd., a subsidiary of the Company, exercised an option to acquire from four OEH subsidiaries an aggregate of 12,900,000 Class B common shares of the Company at an aggregate price of $129,000. Voting control of the Company was not affected by these transactions because the four OEH subsidiaries had agreed in the agreement to vote all of the Class B common shares of the Company held by them as instructed by Contender 2 Ltd. See Item 12—Security Ownership of Certain Beneficial Owners and Management above.

88


    Noncompete Agreement

        SCL has undertaken to OEH not to own an interest in or manage any luxury hotel or luxury restaurant, other than any luxury hotel or luxury restaurant operated in conjunction with SCL's passenger ferry and rail services, until August 2005.

Agreements with GE SeaCo SRL

        Pursuant to an Omnibus Agreement dated March 19, 1998, SCL, GE SeaCo, Genstar Container Corporation and GE Capital Container SRL established the GE SeaCo joint venture described under "Container Leasing" in Item 1—Business above. The latter two companies party to the Omnibus Agreement are subsidiaries of General Electric Capital Corporation. Under the agreement, SCL and GE SeaCo entered into a number of further agreements, the principal remaining ones being the following:

    Master Lease and Equipment Management Agreements

        Most of SCL's containers owned at the time of establishment of GE SeaCo that have not since been disposed of are being leased to GE SeaCo on an operating lease basis. GE SeaCo, in turn, leases these units out to customers along with its own containers and those belonging to GE Capital that are leased to GE SeaCo on the same basis. Among other terms under the master lease agreement, GE SeaCo pays rent to SCL, is responsible for maintenance of the equipment and pays specified amounts if containers are lost or destroyed. When individual containers reach a certain age, they are managed by GE SeaCo for the account of SCL or sold at SCL's request under the equipment management agreement. GE SeaCo earns a fee for managing the equipment and sales commissions when units are sold.

    Services Agreement

        Like the shared services agreement between SCL and OEH described above, SCL provides GE SeaCo with accounting, human resources, insurance, legal, information technology, pension benefit and other administrative services and shares office space with GE SeaCo personnel, all under a services agreement. GE SeaCo pays a fee plus reimbursements approximating the costs of SCL in providing the services. The agreement has an indefinite term until SCL's interest in GE SeaCo falls below 20%.

    Members Agreement

        GE SeaCo is organized in Barbados and governed by its articles of organization and by-laws, many provisions of which are from the members agreement between SCL and GE Capital Container SRL. These concern the share capital structure of GE SeaCo, voting of shares, composition of the board, appointment of officers, financial reporting, transferability of shares and other matters.


ITEM 14. Principal Accountant Fees and Services

        The following table presents the fees of Deloitte & Touche LLP, SCL's independent auditor, for audit and permitted non-audit services in 2003 and 2002:

 
  2003
  2002
Audit fees   $ 2,110,000   $ 2,123,300
Audit-related fees     275,000     111,000
Tax fees     665,000     345,000
All other fees        
   
 
Total   $ 3,050,000   $ 2,579,300
   
 

89


        Audit services consist of work performed in the preparation of audited financial statements for each fiscal year and in the review of financial statements included in quarterly reports during the year, as well as work normally done by the independent auditor in connection with statutory and regulatory filings, such as statutory audits of non-U.S. subsidiaries, consents and comfort letters for SEC registration statements, accounting research and assistance, and implementation of new accounting standards.

        Audit-related services consist of assurance and related services that are normally performed by the independent auditor and that are reasonably related to the audit or review of financial statements but are not reported under audit services, including due diligence review in potential transactions and audits of benefit plans.

        Tax services consist of all services performed by the independent auditor's tax personnel, except those services specifically related to the audit or review of financial statements, and include fees in the areas of tax return preparation and compliance and tax planning and advice.

        Other services consist of those services permitted to be provided by the independent auditor but not included in the other three categories.

        During 2003, the Audit Committee of the Company's Board of Directors established a policy to pre-approve all audit and permitted non-audit services provided by the independent auditor. Prior to engagement of the auditor for the next year's audit, management and the auditor submit to the Committee a description of the audit and permitted non-audit services expected to be provided during that year for each of four categories of services described above, together with a fee proposal for those services. Prior to the engagement of the independent auditor, the Audit Committee considers with management and the auditor and approves (or revises) both the description of audit and permitted non-audit services proposed and the budget for those services. If circumstances arise during the year when it becomes necessary to engage the independent auditor for additional services not contemplated in the original pre-approval, the Audit Committee at its regularly scheduled meetings requires separate pre-approval before engaging the independent auditor. For 2003, when this policy was adopted, all of the audit and permitted non-audit services described above were pre-approved under the policy.

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PART IV

ITEM 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

    (a)
    Documents filed as a part of this report.

 
   
  Page Number
1.   Financial Statements    

 

 

Independent auditors' report

 

42
    Consolidated financial statements—years ended December 31, 2003, 2002 and 2001:    
    Balance sheets (December 31, 2003 and 2002)   43
    Operations   44
    Cash flows   45
    Shareholders' equity   46
    Notes   47

2.

 

Financial Statement Schedules

 

 

 

 

Schedule II—Valuation and qualifying accounts (years ended December 31, 2003, 2002 and 2001)

 

92

3.

 

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

 

 
    (b)
    Reports on Form 8-K. During the fourth quarter of 2003, the Company filed the following Form 8-K Current Reports (other than the exhibits to the reports which were furnished to the SEC):

Date of Report

  Item No.
  Description
November 12, 2003   7 and 12   Third quarter 2003 earnings news release of the Company.
December 3, 2003   7 and 12   Excerpts from slide presentation by the Company to investors on December 3 and 4, 2003.

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Sea Containers Ltd. and Subsidiaries

Schedule II—Valuation and Qualifying Accounts

Column A

  Column B
  Column C
  Column D
  Column E
 
   
  Additions
   
   
Description

  Balance at
beginning
of period

  Charged to
costs and
expenses

  Charged to
other accounts

  Deductions
  Balance at
end
of period

Year ended December 31, 2003:                              
Allowance for doubtful accounts   $ 9,365,000   $ 2,242,000   $ 305,000 (2) $ 2,959,000 (1) $ 9,790,000
   
                   
                $ 842,000 (3)          
                $ (5,000) (4)          

Year ended December 31, 2002:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Allowance for doubtful accounts   $ 8,037,000   $ 1,482,000   $ 246,000 (2) $ 1,535,000 (1) $ 9,365,000
   
                   
                $ 1,572,000 (3)          
                $ 58,000 (5)          
                $ (495,000 )(6)          

Year ended December 31, 2001:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Allowance for doubtful accounts   $ 8,263,000   $ 711,000   $ (80,000 )(2) $ 915,000 (1) $ 8,037,000
   
                   
                $ 58,000 (3)          

(1)
Bad debts written off—net of recoveries.

(2)
Foreign currency translation adjustments.

(3)
Reclassification from other balance sheet category.

(4)
Sale of subsidiary.

(5)
Acquisition of subsidiary companies.

(6)
Deconsolidation of OEH.

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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: March 15, 2004   SEA CONTAINERS LTD.    

 

 

By:

/s/  
JAMES B. SHERWOOD      
James B. Sherwood
President
(Principal Executive Officer)

 

 

93


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Dated: March 15, 2004

Name

  Title


 

 

 
/s/  JOHN D. CAMPBELL      
John D. Campbell
  Director

/s/  
W. MURRAY GRINDROD      
W. Murray Grindrod

 

Director


/s/  
DANIEL J. O'SULLIVAN      
Daniel J. O'Sullivan


 


Senior Vice President-Finance and Chief Financial Officer
(Principal Accounting Officer)

/s/  
ROBERT M. RIGGS      
Robert M. Riggs

 

Director

/s/  
PHILIP J.R. SCHLEE      
Philip J.R. Schlee

 

Director

/s/  
CHARLES N.C. SHERWOOD      
Charles N.C. Sherwood

 

Director

/s/  
JAMES B. SHERWOOD      
James B. Sherwood

 

President and Director
(Principal Executive Officer)

/s/  
MICHAEL J.L. STRACEY      
Michael J.L. Stracey

 

Director

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EXHIBIT INDEX

Exhibit
No.

  Incorporated by
Reference to

  Description

2

 

Exhibit 2 to July 18, 2003 Form 8-K Current Report (File No. 1-7560).

 

Agreement for Sale and Purchase of Sea Containers Isle of Man Ltd. dated July 14, 2003 among Sea Containers Ltd., Sea Containers Ports and Ferries Ltd. and Windwood Ltd.

3(a)

 

Exhibit 3(a) to June 30, 1992 Form 10-Q Quarterly Report (File No. 1-7560).

 

Memorandum of Association, Certificate of Incorporation and Memoranda of Increase of Share Capital, as amended through June 24, 1992.

3(b)

 

 

 

Bye-Laws, as amended through June 6, 2001.

4(a)

 

Exhibit 6 to Amendment No. 3 dated June 5, 1998 to Form 8-A Registration Statement (File No. 1-7560).

 

Rights Agreement between Sea Containers Ltd. and BankBoston N.A., as Rights Agent, dated as of May 9, 1988 and amended and restated as of June 1, 1998.

4(b)

 

Exhibit 4(b) to June 30, 1998 Form 10-Q Quarterly Report (File No. 1-7560).

 

Certificate of Designation of Terms of $7.25 Convertible Cumulative Preferred Shares.

4(c)

 

Exhibit 4(a) to September 30, 1998 Form 10-Q Quarterly Report (File No. 1-7560).

 

Second Amended and Restated Loan Agreement dated July 24, 1998 among Sea Containers Ltd. and certain subsidiaries, as Borrowers, and The Bank of Nova Scotia and other banks named therein, as Lenders (including Schedule 1 thereto).

4(d)

 

Exhibit 4(b) to September 30, 1998 Form 10-Q Quarterly Report (File No. 1-7560).

 

First Amendment dated August 21, 1998 to Second Amended and Restated Loan Agreement (Exhibit 4(c) above).

4(e)

 

Exhibit 4(a) to September 30, 1999 Form 10-Q Quarterly Report (File No. 1-7560).

 

Second Amendment dated July 30, 1999 to Second Amended and Restated Loan Agreement (Exhibit 4(c) above).

4(f)

 

Exhibit 4.1 to March 31, 2002 Form 10-Q Quarterly Report (File No. 1-7560).

 

Third Amendment dated April 30, 2002 to Second Amended and Restated Loan Agreement (Exhibit 4(c) above).

4(g)

 

Exhibit 4.2 to Form S-3 Registration Statement No. 33-52864.

 

Indenture dated November 1, 1992 between Sea Containers Ltd. and United States Trust Company of New York, Trustee, relating to 121/2% Senior Subordinated Debentures Due 2004.

4(h)

 

Exhibit 4.2.1 to Form 8 Amendment No. 1 to Form 8-K Current Report dated January 28, 1993 (File No. 1-7560).

 

First Supplemental Indenture dated February 1, 1993 to Indenture dated November 1, 1992 (Exhibit 4(g) above).
         

95



4(i)

 

Exhibit 4(b) to March 31, 1998 Form 10-Q Quarterly Report (File No. 1-7560).

 

Second Supplemental Indenture dated April 23, 1998 to Indenture dated November 1, 1992 (Exhibit 4(g) above).

4(j)

 

Exhibit 4.2 to Form S-4 Registration Statement No. 333-8458.

 

Indenture dated February 1, 1998 between Sea Containers Ltd. and United States Trust Company of New York, Trustee, relating to 77/8% Senior Notes Due 2008.

4(k)

 

Exhibit 4.2 to Form S-4 Registration Statement No. 333-11040.

 

Indenture dated October 1, 1999 between Sea Containers Ltd. and United States Trust Company of New York, Trustee, relating to 103/4% Senior Notes Due 2006.

4(l)

 

Exhibit 4.2 to Form S-3 Registration Statement No. 333-11588.

 

Indenture dated February 1, 2000 between Sea Containers Ltd. and United States Trust Company of New York, Trustee, relating to Debt Securities issuable from time to time.

4(m)

 

Exhibit 4.1 to September 30, 2001 Form 10-Q Quarterly Report (File No. 1-7560).

 

Amended and Restated Indenture dated July 16, 2001 between Sea Containers SPC Ltd. and The Bank of New York, Trustee.

4(n)

 

Exhibit 4.2 to Form S-4 Registration Statement No. 333-103995.

 

Indenture dated June 1, 2003 between Sea Containers Ltd. and The Bank of New York, Trustee, relating to 13% Senior Notes Due 2006.

4(o)

 

Exhibit 4.2 to Form S-4 Registration Statement No. 333-103999.

 

Indenture dated July 1, 2003 between Sea Containers Ltd. and The Bank of New York, Trustee, relating to 121/2% Senior Notes Due 2009.

4(p)

 

Exhibit 10.1 to September 30, 2003 Form 10-Q Quarterly Report (File No. 1-7560).

 

Term Loan and Revolving Credit Facility Agreement dated November 5, 2003 among Silja Oyj Abp, certain Silja subsidiaries and a syndicate of lending banks.

4(q)

 

Exhibit 10.2 to September 30, 2003 Form 10-Q Quarterly Report (File No. 1-7560).

 

Loan Facility Agreement dated November 5, 2003 among Sea Containers Ltd., Silja Oyj Abp, certain Silja subsidiaries and a syndicate of lending banks.

SCL 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 SCL on a consolidated basis. The Company 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(a)

 

Exhibit 10(a) to 1988 Form 10-K Annual Report (File No. 1-7560).

 

Supplement to Terms of Employment of James B. Sherwood, Daniel J. O'Sullivan and Edwin S. Hetherington.

10(b)

 

Exhibit 10(b) to 1997 Form 10-K Annual Report (File No. 1-7560).

 

Supplement to Terms of Employment of James A. Beveridge.
         

96



10(c)

 

Exhibit 10(e) to 1994 Form 10-K Annual Report (File No. 1-7560).

 

Sea Containers Ltd. 1986 Stock Option Plan, as amended.

10(d)

 

Exhibit 10(h) to 1991 Form 10-K Annual Report (File No. 1-7560).

 

Sea Containers Ltd. 1991 Stock Appreciation Rights Plan.

10(e)

 

Exhibit 10(a) to September 30, 1998 Form 10-Q Quarterly Report (File No. 1-7560).

 

Sea Containers Ltd. 1997 Stock Option Plan.

10(f)

 

Exhibit 10(i) to 1997 Form 10-K Annual Report (File No. 1-7560).

 

Omnibus Agreement dated March 19, 1998 among Sea Containers Ltd., GE SeaCo SRL, Genstar Container Corp. and GE Capital Container SRL (without attachments).

10(g)

 

Exhibit 2.1 to Form S-1 Registration Statement No. 333-12030.

 

Services Agreement dated August 1, 2000 among Sea Containers Ltd., Sea Containers Services Ltd. and Orient-Express Hotels Ltd.

10(h)

 

Exhibit 10.6 to 2001 Form 10-K Annual Report of Orient-Express Hotels Ltd. (File No. 1-16017).

 

Amendment of Services Agreement dated January 1, 2001 (Exhibit 10(g) above).

10(i)

 

Exhibit 2.1 to June 30, 2001 Form 10-Q Quarterly Report of Orient-Express Hotels Ltd. (File No. 1-16017).

 

Amended and Restated Share Owning Subsidiaries Restructuring Agreement dated June 6, 2001 among Sea Containers Ltd., Orient-Express Hotels Ltd., Orient-Express Holdings 1 Ltd., Orient-Express Holdings 2 Ltd., Orient-Express Holdings 3 Ltd., Orient-Express Holdings 4 Ltd. and Contender 2 Ltd.

10(j)

 

Exhibit 2.3 to Form S-1 Registration Statement No. 333-12030.

 

Tax Sharing Agreement dated August 1, 2000 between Sea Containers Ltd. and Orient-Express Hotels Ltd.

10(k)

 

Exhibit 2.5 to Form S-1 Registration Statement No. 333-12030.

 

Noncompete Agreement dated August 1, 2000 between Sea Containers Ltd. and Orient-Express Hotels Ltd.

11

 

 

 

Statement of computation of per share earnings.

12

 

 

 

Statement of computation of ratios.

14

 

 

 

Code of Business Practices for Principal Executive, Financial and Accounting Officers.

21

 

 

 

Subsidiaries of Sea Containers Ltd.

23

 

 

 

Consents of Deloitte & Touche LLP relating to Form S-8 Registration Statements No. 33-29576 and 333-13356, and Form S-3 Registration Statements No. 33-76840, 333-11588, 333-87826 and 333-112200.

31

 

 

 

Rule 13a-14(a)/15d-14(a) Certifications.
         

97



32

 

 

 

Section 1350 Certification.

99(a)

 

Exhibit 28 to 1987 Form 10-K Annual Report (File No. 1-7560).

 

Undertakings to be incorporated by reference into Form S-8 Registration Statement No. 33-29576.

99(b)

 

 

 

Item 1-Business from 2003 Form 10-K Annual Report of Orient-Express Hotels Ltd. (File No. 1-16017).

99(c)

 

 

 

Isle of Man Steam Packet pro forma financial information for 2003.

98




QuickLinks

PART I
FERRY OPERATIONS
RAIL OPERATIONS
CONTAINER LEASING
ORIENT-EXPRESS HOTELS
OTHER SCL ACTIVITIES
PART II
INDEPENDENT AUDITORS' REPORT
Sea Containers Ltd. and Subsidiaries Consolidated Balance Sheets
Sea Containers Ltd. and Subsidiaries Statements of Consolidated Operations
Sea Containers Ltd. and Subsidiaries Statements of Consolidated Cash Flows
Sea Containers Ltd. and Subsidiaries Statements of Consolidated Shareholders' Equity
Sea Containers Ltd. And Subsidiaries Notes to Consolidated Financial Statements
PART III
PART IV
Sea Containers Ltd. and Subsidiaries Schedule II—Valuation and Qualifying Accounts
SIGNATURES
EXHIBIT INDEX
EX-3 3 a2129410zex-3.htm EX-3
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Exhibit 3(b)


BYE-LAWS
of
SEA CONTAINERS LTD.
(formerly named Sea Containers Atlantic Ltd.)

        (As amended and restated by shareholders on 11th July 1990 and further amended by shareholders on 22nd April 1992 (effective 23rd June 1992) and on 6th June 2001.)



INTERPRETATION

1.
(a)    In these Bye-Laws unless the context otherwise requires:—

(i)
"A Shares" means the Class A Common Shares, par value $0.01 per share, of the Company;

(ii)
"Act" means the Companies Act 1981 and other corporate statutory enactments of Bermuda from time to time in force concerning companies insofar as the same applies to the Company;

(iii)
"B Shares" means the Class B Common Shares, par value $0.01 per share, of the Company;

(iv)
"Bermuda" means the Islands of Bermuda;

(v)
"Board" means the Board of Directors of the Company or the Directors present at a meeting of Directors at which there is a quorum;

(vi)
"Bye-Laws" means these Bye-Laws in their present form or as from time to time amended;

(vii)
"Company" means the company named SEA CONTAINERS LTD. incorporated in Bermuda on the 3rd day of June 1974;

(viii)
"Member" means a Member of the Company;

(ix)
"paid up" means paid up or credited as paid up;

(x)
"Register" means the Register of Members of the Company and includes any branch or sub-register;

(xi)
"Registrar" means any person appointed to perform the duties of a Registrar and if no such person shall be appointed means the Secretary;

(xii)
"Seal" means the Common Seal of the Company and includes, where the context permits, any duplicate or facsimile thereof as contemplated by Bye-Law 100(c); and

(xiii)
"Secretary" includes a temporary or assistant Secretary and any person appointed by the Board to perform any of the duties of the Secretary.

(b)
For the purposes of these Bye-Laws:—

(i)
a corporation or company shall be deemed to be present in person if its representative duly authorized pursuant to the Act or pursuant to other applicable law is present;

(ii)
the word "may" shall be construed as permissive and the word "shall" shall be construed as imperative;

(iii)
words importing the singular number only include the plural number and vice versa;

(iv)
words importing the masculine gender only include the feminine and neuter genders respectively;

(v)
words importing persons include individuals, firms, companies, corporations, trusts or other entities, or associations or bodies of persons, whether corporate or unincorporate;

    (vi)
    reference to writing shall include typewriting, printing, lithography, photography and other modes of representing or reproducing words in a legible and nontransitory form; and

    (vii)
    any words or expressions defined in the Act shall bear the same meaning in these Bye-Laws unless otherwise defined herein.


REGISTERED OFFICE

2.
The registered office of the Company shall be at such place in Bermuda as the Board shall from time to time appoint.


SHARE CAPITAL AND VARIATION OF RIGHTS

 
   
   
   
3.   (a)   Any share in the Company may be issued with such preferential, deferred, qualified or special rights, privileges or conditions as the Directors may from time to time determine. The respective rights and restrictions attached to the A Shares and the B Shares are as set forth in Schedules 1 and 2 (as the same may be amended from time to time) to these Bye-Laws, which Schedules shall be deemed to be incorporated in and form part of this Bye-Law 3.

 

 

(b)

 

Without limiting the foregoing and subject to the Act, the Company may issue preference shares which:

 

 

 

 

(i)

 

are liable to be redeemed on the happening of a specified event or on a given date, and/or

 

 

 

 

(ii)

 

are liable to be redeemed at the option of the Company.

 

 

 

 

The terms and manner of redemption of the $1.4625 Cumulative Preferred Shares, $2.10 Cumulative Preferred Shares, $2.10 Cumulative Preferred Shares, Series 1982, and $4.125 Convertible Cumulative Preferred Shares of the Company are as set forth in the Certificates of Designation of Terms of such shares (as the same may be amended from time to time) attached as Schedules A through D of these Bye-Laws. The terms and manner of redemption of any other redeemable preference shares of the Company shall be either (A) as the Company may in general meeting determine or (B) in the event that the Company, in general meeting, may have so authorized, as the Directors or any committee thereof may by resolution determine before the issuance of such shares, such resolution to be attached as a Schedule to these Bye-Laws.

 

 

(c)

 

The Company may from time to time purchase its own shares on such terms and in such manner as may be authorised by the Board of Directors and approved by the Share Purchase Committee of the shareholders of the Company. For the purposes of this Bye-Law, the Share Purchase Committee shall comprise those shareholders of the Company who are also Directors of the Company.
4.
The Company may adopt a scheme or arrangement (hereinafter called a "shareholder rights plan") providing for the creation and issuance of rights entitling the shareholders of the Company, or certain of them, to purchase from the Company shares of any class or assets of the Company or a subsidiary of the Company or otherwise, and the terms and conditions of such shareholder rights plan and rights may be amended or modified either (i) as the Company may in general meeting determine or (ii) as the Directors or any committee thereof may determine, such shareholder rights plan to be attached as a Schedule to these Bye-Laws.

5.
Subject to the Act, all or any of the special rights for the time being attached to any class of shares for the time being issued may, unless otherwise provided in the rights attaching to or by the terms of issue of the shares of that class, from time to time (whether or not the Company is being

2


    wound up) be varied or abrogated with the sanction of a resolution passed at a separate general meeting by the holders of a majority of the issued shares of that class voting in person or by proxy. To any such separate general meeting, all the provisions of these Bye-Laws as to general meetings of the Company shall mutatis mutandis apply, but so that the necessary quorum shall be persons holding or representing by proxy a majority of the shares of the relevant class and that every holder of shares of the relevant class shall be entitled to one vote for every such share held by him.

6.
The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.


SHARES

7.
Subject to the provisions of these Bye-Laws, the unissued shares of the Company (whether forming part of the original capital or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise issue or dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the Board may determine.

8.
The Board may in connection with the issue of any shares exercise all powers of paying commission, discount and brokerage conferred or permitted by law.

9.
Except as ordered by a court of competent jurisdiction or as required by law, no person shall be recognized by the Company as holding any share upon trust and the Company shall not be bound by or required in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as otherwise provided in these Bye-Laws or by law) any other right in respect of any share except an absolute right to the entirety thereof in the registered holder.


CERTIFICATES

10.
The preparation, issue and delivery of certificates shall be governed by the Act or other applicable law. In the case of a share held jointly by several persons, delivery of a certificate to one of several joint holders shall be sufficient delivery to all.

11.
If a share certificate is defaced, lost or destroyed, it may be replaced without fee payable to the Company but on such terms (if any) as to evidence and indemnity and to payment of the costs and out of pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit and, in case of defacement, on delivery of the old certificate to the Company.

12.
All certificates for share or loan capital or other securities of the Company (other than letters of allotment, scrip certificates and other like documents) shall, except to the extent that the terms and conditions for the time being relating thereto otherwise provide, be issued under the Seal of the Company. The Board may by resolution determine, either generally or in any particular case, that any signatures on any such certificates need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon or that such certificates need not be signed by any persons.


LIEN

13.
The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys, whether presently payable or not, called or payable, at a date fixed by or in accordance with the terms of issue of such share in respect of such share, and the Company shall also have a first and paramount lien on every share (other than a fully paid share) standing

3


    registered in the name of a shareholder, whether singly or jointly with any other person, for all the debts and liabilities of such shareholder or his estate to the Company, whether the same shall have been incurred before or after notice to the Company of any interest of any person other than such shareholder, and whether the time for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such shareholder or his estate and any other person, whether a shareholder or not. The Company's lien on a share shall extend to all dividends payable thereon. The Board may at any time, either generally or in any particular case, waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of this Bye-Law.

14.
The Company may sell, in such manner as the Board may think fit, any share on which the Company has a lien but no sale shall be made unless a sum in respect of which the lien exists is presently payable nor until the expiration of at least fourteen (14) days after a notice in writing, stating and demanding payment of the sum presently payable and giving notice of the intention to sell in default of such payment, has been served on the holder for the time being of the share.

15.
The net proceeds of sale by the Company of any shares on which it has a lien shall be applied in or towards payment or discharge of the debt or liability in respect of which the lien exists so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale) be paid to the holder of the share immediately before such sale. For giving effect to any such sale, the Board may authorize any person to transfer the share sold to the purchaser thereof. The purchaser may be registered as the holder of the share and he shall not be bound to see to the application of the purchase money, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the sale.


CALLS ON SHARES

16.
The Board may from time to time make calls upon the shareholders in respect of any moneys unpaid on their shares (whether on account of the par value of the shares or by way of premium) and not by the terms of issue thereof made payable at a date fixed by or in accordance with such terms of issue, and each shareholder shall (subject to the Company serving upon him at least fourteen (14) days notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as the Board may determine.

17.
A call may be made payable by installments and shall be deemed to have been made at the time when the resolution of the Board authorizing the call was passed.

18.
The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

19.
If a sum called in respect of the share shall not be paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for the payment thereof to the time of actual payment at such rate as the Board may determine, but the Board shall be at liberty to waive payment of such interest wholly or in part.

20.
Any sum which, by the terms of issue of a share, becomes payable on allotment or at any date fixed by or in accordance with such terms of issue, whether on account of the nominal amount of the share or by way of premium, shall for all purposes of these Bye-Laws be deemed to be a call duly made, notified and payable on the date on which, by the terms of issue, the same becomes payable and, in case of non-payment, all the relevant provisions of these Bye-Laws as to payment of interest, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

4


21.
The Board may on the issue of shares differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment.


FORFEITURE OF SHARES

22.
If a shareholder fails to pay any call or installment of a call on the day appointed for payment thereof, the Board may at any time thereafter during such time as any part of such call or installment remains unpaid serve a notice on him requiring payment of so much of the call or installment as is unpaid, together with any interest which may have accrued.

23.
The notice shall name a further day (not being less than fourteen (14) days from the date of the notice) on or before which, and the place where, the payment required by the notice is to be made and shall state that, in the event of non-payment on or before the day and at the place appointed, the shares in respect of which such call is made or installment is payable will be liable to be forfeited. The Board may accept the surrender of any share liable to be forfeited hereunder and, in such case, references in these Bye-Laws to forfeiture shall include surrender.

24.
If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls or installments and interest due in respect thereof has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.

25.
When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice as aforesaid.

26.
A forfeited share shall be deemed to be the property of the Company and may be sold, reallotted or otherwise disposed of either to the person who was, before forfeiture, the holder thereof or entitled thereto or to any other person upon such terms and in such manner as the Board may think fit, and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Board may think fit.

27.
A person whose shares have been forfeited shall thereupon cease to be a shareholder in respect of the forfeited shares but shall, notwithstanding the forfeiture, remain liable to pay to the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares with interest thereon at such rate as the Board may determine from the date of forfeiture until payment, and the Company may enforce payment without being under any obligation to make any allowance for the value of the shares forfeited.

28.
An affidavit in writing that the deponent is a Director or the Secretary of the Company and that a share has been duly forfeited on the date stated in the affidavit shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration (if any) given for the share on the sale, re-allotment or disposition thereof and the Board may authorize any person to transfer the share to the person to whom the same is sold, re-allotted or disposed of, and he may thereupon be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the forfeiture, sale, re-allotment or disposal of the share.


REGISTER OF MEMBERS

29.
The Registrar shall establish and maintain the Register in Bermuda in the manner prescribed by the Act. Unless the Board otherwise determines, the Register shall be open to inspection in the manner prescribed by the Act between 10:00 a.m. and 12:00 noon on every business day. Unless

5


    the Board so determines, no shareholder or intending shareholder shall be entitled to have entered in the Register any indication of any trust or any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share and if any such entry exists or is permitted by the Board it shall not be deemed to abrogate any of the provisions of Bye-Law 9.


TRANSFER OF SHARES

30.
Subject to the Act and to such of the restrictions contained in these Bye-Laws as may be applicable, any shareholder may transfer all or any of his shares by an instrument of transfer in the usual common form or in any other form which the Board may approve.

 
   
   
   
31.   (a)   The instrument of transfer of a share shall be signed by or on behalf of the transferor and where any share is not fully-paid the transferee, and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. All instruments of transfer when registered may be retained by the Company. The Board may, in its absolute discretion and without assigning any reason therefor, decline to register any transfer of any share which is not a fully-paid share.

 

 

(b)

 

The Board may also decline to register any transfer of any share unless:

 

 

 

 

(i)

 

the instrument of transfer is duly stamped and lodged with the Company, accompanied by the certificate for the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;

 

 

 

 

(ii)

 

the instrument of transfer is in respect of only one class of share; or

 

 

 

 

(iii)

 

where applicable, the permission of the Bermuda Monetary Authority with respect thereto has been obtained.

 

 

 

 

Subject to any directions of the Board from time to time in force, the Registrar may exercise the powers and discretions of the Board under this Bye-Law and Bye-Laws 30 and 32.
32.
If the Board declines to register a transfer it shall, within three (3) months after the date on which the instrument of transfer was lodged, send to the transferee notice of such refusal.

33.
No fee shall be charged by the Company for registering any transfer, probate, letters of administration, certificate of death or marriage, power of attorney, distringas or stop notice, order of court or other instrument relating to or affecting the title to any share, or otherwise making an entry in the Register relating to any share.


TRANSMISSION OF SHARES

34.
In the case of the death of a shareholder, the survivor or survivors, where the deceased was a joint holder, and the estate representative, where he was sole holder, shall be the only person recognized by the Company as having any title to his shares; but nothing herein contained shall release the estate of a deceased holder (whether the sole or joint) from any liability in respect of any share held by him solely or jointly with other persons. For the purpose of this Bye-Law, estate representative means the person to whom probate or letters of administration has or have been

6


    granted or, failing any such person, such other person as the Board may in its absolute discretion determine to be the person recognised by the Company for the purpose of this Bye-Law.

 
   
   
   
35.   (a)   Any person becoming entitled to a share in consequence of the death of a shareholder or otherwise by operation of applicable law may, subject as hereinafter provided and upon such evidence being produced as may from time to time be required by the Board as to his entitlement, either be registered himself as the holder of the share or elect to have some person nominated by him registered as the transferee thereof. If the person so becoming entitled elects to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have his nominee registered, he shall signify his election by signing an instrument of transfer of such share in favour of his nominee.

 

 

(b)

 

All the limitations, restrictions and provisions of these Bye-Laws relating to the right to transfer and the registration of transfer of shares shall be applicable to any such notice or instrument of transfer as aforesaid as if the death of the shareholder or other event giving rise to the transmission had not occurred and the notice or instrument of transfer was an instrument of transfer signed by such shareholder.
36.
A person becoming entitled to a share in consequence of the death of a shareholder or otherwise by operation of applicable law shall (upon such evidence being produced as may from time to time be required by the Board as to his entitlement) be entitled to receive and may give a discharge for any dividends or other moneys payable in respect of the share, but he shall not be entitled in respect of the share to receive notices of or to attend or vote at general meetings of the Company or, save as aforesaid, to exercise in respect of the share any of the rights or privileges of a shareholder until he or his nominee shall have become registered as the holder thereof. The Board may at any time give notice requiring such person to elect either to be registered himself or to transfer the share and if the notice is not complied with within sixty (60) days the Board may thereafter withhold payment of all dividends and other moneys payable in respect of the shares until the requirements of the notice have been complied with.

37.
Subject to any directions of the Board from time to time in force, the Registrar may exercise the powers and discretions of the Board under Bye-Laws 34, 35 and 36.


INCREASE OF CAPITAL

38.
Subject to the Act, and any confirmation or consent otherwise required by law, the Company may from time to time, by resolution in general meeting increase its capital by such sum to be divided into shares of such par value as the Company in general meeting shall prescribe.

39.
The Company may, by the resolution increasing the capital, direct that the new shares or any of them shall be offered in the first instance either at par or at a premium or (subject to the provisions of the Act) at a discount to all the holders for the time being of shares of any class or classes in proportion to the number of such shares held by them respectively or make any other provision as to the issue of the new shares.

40.
The new shares shall be subject to all the provisions of these Bye-Laws with reference to lien, payment of calls, forfeiture, transfer, transmission and otherwise.

7



ALTERATION OF CAPITAL

41.
Subject to the Act, and any confirmation or consent otherwise required by law, the Company may from time to time in general meeting:

(i)
reclassify or divide its shares into several classes and attach thereto respectively any preferential, deferred, qualified or special rights, privileges or conditions;

(ii)
consolidate and divide all or any of its share capital into shares of larger par value than its existing shares;

(iii)
sub-divide its shares or any of them into shares of smaller par value than is fixed by its Memorandum of Association, so, however, that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived;

(iv)
make provision for the issue and allotment of shares which do not carry any voting rights; and

(v)
cancel shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled.

    Where any difficulty arises in regard to any reclassification, division, consolidation or sub-division under this Bye-Law, the Board may settle the same as it thinks expedient and, in particular, may arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale in due proportion amongst the shareholders who would have been entitled to the fractions, and for this purpose the Board may authorize any person to transfer the shares representing fractions to the purchaser thereof, who shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

42.
Subject to the Act and any confirmation or consent otherwise required by law or these Bye-Laws, the Company may by resolution in general meeting from time to time convert, or authorize the conversion of, any preference shares into redeemable preference shares.


REDUCTION OF CAPITAL

43.
Subject to the Act, its Memorandum of Association and any confirmation or consent otherwise required by law or these Bye-Laws, the Company may from time to time in general meeting reduce, or authorise the reduction of, its issued share capital or of any capital redemption reserve fund or of any share premium or contributed surplus account in any manner.

44.
In relation to any such reduction, the Company in general meeting or the Directors may determine the terms upon which such reduction is to be effected including in the case of a reduction of part only of a class of shares, those shares to be affected.


GENERAL MEETINGS

45.
The Board shall convene and the Company shall hold general meetings as annual general meetings in accordance with the requirements of the Act at such times and places as the Board shall appoint. The Board or the Chairman of the Board (if any) may, whenever it or he thinks fit, and shall, when required by the Act, convene general meetings other than annual general meetings which shall be called special general meetings.

8



NOTICE OF GENERAL MEETINGS

46.
An annual general meeting or a special general meeting shall be called by notice in writing not less than ten (10) nor more than fifty (50) days before the date of the meeting. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, day and time of the meeting and the general nature of the business to be considered. Notice of every general meeting shall be given in any manner permitted by Bye-Laws 115 and 116 to all Members other than those which, under the provisions of these Bye-Laws or the terms of issue of the shares they hold, are not entitled to receive such notice from the Company.

47.
The accidental omission to give notice of a meeting or (in cases where instruments of proxy are sent out with the notice) the accidental omission to send such instrument of proxy to, or the non-receipt of notice of a meeting or such instrument of proxy by, any person entitled to receive such notice shall not invalidate the proceedings at that meeting.


PROCEEDINGS AT GENERAL MEETINGS

48.
No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the appointment, choice or election of a chairman which shall not be treated as part of the business of the meeting. Save as expressly provided by these Bye-Laws, the quorum at any general meeting shall be constituted by shareholders, either present in person or represented by proxy, holding in the aggregate shares carrying a majority of the voting rights entitled to be exercised at such meeting.

49.
If within five minutes (or such longer time as the chairman of the meeting may determine to wait) after the time appointed for the meeting, a quorum is not present, the meeting, if convened on the requisition of shareholders, shall be dissolved. In any other case, it shall stand adjourned to such other day and such other time and place as the chairman of the meeting may determine.

50.
Each Director shall be entitled to attend and speak at any general meeting of the Company.

51.
The Chairman (if any) of the Board or, in his absence, the President shall preside as chairman at every general meeting. If there is no such Chairman or President, or if at any meeting neither of the Chairman nor the President is present within five minutes after the time appointed for holding the meeting, or if neither of them is willing to act as chairman, the Directors present shall choose one of their number to act or if one Director only is present he shall preside as chairman if willing to act. If no Director is present or, if each of the Directors present declines to take the chair, the persons present and entitled to vote shall elect one of their number to be chairman.

52.
The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place.

53.
Save as expressly provided by these Bye-Laws, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, unless the Directors fix a new record date for the adjourned meeting in which case a notice of the adjourned meeting shall be given to each person who is a Member on the new record date entitled to notice under Bye-Law 110.

9



VOTING

54.
Save where a greater majority is required by the Act or these Bye-Laws or by the special rights for the time being attached to any class of shares for the time being issued, any question proposed for consideration at any general meeting shall be decided on by a simple majority of votes cast.

55.
Subject to these Bye-Laws and to any special rights or restrictions for the time being attached to any class of shares for the time being issued, each shareholder at any general meeting of the Company shall be entitled to one vote for each share held by him, and such vote may be given in person or by proxy.

56.
In the case of an equality of votes at a general meeting, the chairman of such meeting shall not be entitled to a second or casting vote.

57.
In the case of joint holders of a share, any one of the holders may exercise the voting rights attaching to the share, either personally or by proxy, as if he were solely entitled thereto, and if more than one of the joint holders is present at any general meeting, personally or by proxy, that one of the holders whose name stands first on the Register in respect of such share shall alone be entitled to exercise the voting rights in respect thereof. Several executors or administrators of a deceased shareholder in whose name any shares stand shall for the purposes of this Bye-Law be deemed joint holders thereof.

58.
A shareholder who is a patient for any purpose of any statute or applicable law relating to mental health or in respect of whom an order has been made by any Court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such Court and such receiver, committee, curator bonis or other person may vote by proxy and may otherwise act and be treated as such shareholder for the purpose of general meetings.

59.
No shareholder shall, unless the Board otherwise determines, be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Company have been paid.

60.
If (i) any objection shall be raised to the qualification of any voter or (ii) any votes have been counted which ought not to have been counted or which might have been rejected or (iii) any votes are not counted which ought to have been counted, the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same would have affected the decision of the meeting. The decision of the chairman on such matters shall be final and conclusive.

61.
Except as the Act shall otherwise require in the particular case, shareholders may only act in general meeting of the Company and no resolution or consent in writing signed by one or more shareholders for the time being entitled to vote at a general meeting upon such resolution or consent shall be valid or effectual for any purpose.


PROXIES AND CORPORATE REPRESENTATIVES

62.
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney authorized by him in writing or, if the appointor is a company or corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.

10


63.
No person shall be appointed a proxy who is not a Member, provided that a company or corporation may appoint a representative as permitted by the Act and such representative need not be a Member.

64.
Any shareholder may appoint a standing proxy or (if a company or corporation) representative by depositing at the registered office a proxy or (if a company or corporation) an authorisation and such proxy or authorisation shall be valid for all general meetings and adjournments thereof until notice of revocation is received at the registered office. Where a standing proxy or authorisation exists, its operation shall be deemed to have been suspended at any general meeting or adjournment thereof at which the shareholder is present or in respect to which the shareholder has specially appointed a proxy or representative. The Board may from time to time require such evidence as it shall deem necessary as to the due execution and continuing validity of any such standing proxy or authorisation and the operation of any such standing proxy or authorisation shall be deemed to be suspended until such time as the Board determines that it has received the requested evidence or other evidence satisfactory to it.

65.
Subject to Bye-Law 64, the instrument appointing a proxy, together with such other evidence as to its due execution as the Board may from time to time require, shall be delivered at the registered office (or at such place as may be specified in the notice convening the meeting or in any notice of any adjournment or, in either case, in any document sent therewith) prior to the holding of the meeting or adjourned meeting at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid.

66.
Instruments of proxy shall be in any common form or in such other form as the Board may approve and the Board may, if it thinks fit, send out with the notice of any meeting forms of instruments of proxy for use at that meeting. The instrument of proxy shall be deemed to confer authority to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall unless the contrary is stated therein be valid as well for any adjournment of the meeting as for the meeting to which it relates.

67.
A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the instrument of proxy or of the authority under which it was executed, provided that no notice in writing of such death, insanity or revocation shall have been received by the Company at the registered office (or such other place as may be specified for the delivery of instruments of proxy in the notice convening the meeting or other documents sent therewith) one hour at least before the commencement of the meeting or adjourned meeting at which the instrument of proxy is used.

68.
Subject to the Act, the Board may at its discretion waive any of the provisions of these Bye-Laws related to proxies or authorisations and, in particular, may accept such verbal or other assurances as it thinks fit as to the right of any person to attend and vote on behalf of any shareholder at general meetings.

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APPOINTMENT AND REMOVAL OF DIRECTORS

69.
The number of Directors shall be such number not less than three as the Company in general meeting may from time to time determine. Any vacancies on the Board of Directors may be filled by the Directors remaining in office. At any special general meeting called for the purpose of electing any person to be a Director or increasing or reducing the number of Directors of the Company or electing any person to act as an additional Director, shareholders holding not less than ninety percent (90%) of the shares of the Company at the time in issue and outstanding and entitled to vote, either present in person or represented by proxy, shall constitute a quorum at such meeting.

70.
Subject to the Act and these Bye-Laws, the Directors shall serve until re-elected or their successors are appointed at the next annual general meeting. To the extent permitted by law, a Director shall not be required to be a shareholder of the Company or to have registered in his name any shares in the Company.

71.
The Company shall at the annual general meeting and, subject to Bye-Law 69, may in general meeting determine the minimum and the maximum number of Directors. Without prejudice to the power of the Company in general meeting in pursuance of any of the provisions of these Bye-Laws to appoint any person to be a Director, the Board, so long as a quorum of Directors remains in office, shall have power at any time and from time to time to appoint any individual to be a Director so as to fill any vacancy occurring in the Board.

72.
Directors may be removed for cause by vote of the shareholders or by resolution of the Directors. Directors may be removed without cause by vote of the shareholders. Notwithstanding the preceding sentences, a Director may not be removed at a special general meeting unless notice of any such meeting shall have been served upon the Director concerned not less than fourteen (14) days before the meeting and he shall be entitled to be heard at that meeting and provided further that the resolution removing any Director is duly adopted by shareholders holding not less than ninety percent (90%) of the shares of the Company at the time in issue and outstanding and entitled to vote generally in the election of Directors. Subject to the third sentence of Bye-Law 69, any vacancy created by the removal of a Director at a special general meeting may be filled at such meeting by the election of another Director in his place or, in the absence of any such election, by the Board.


RESIGNATION AND DISQUALIFICATION OF DIRECTORS

73.
The office of a Director shall be vacated upon the happening of any of the following events:

(i)
if he resigns his office by notice in writing delivered to the registered office or tendered at a meeting of the Board;

(ii)
if he becomes of unsound mind or a patient for any purpose of any statute or applicable law relating to mental health and, in either case, the Board resolves that his office is vacated;

(iii)
if he becomes bankrupt or compounds with his creditors;

(iv)
if he is prohibited by law from being a Director; or

(v)
if he ceases to be a Director by virtue of the Act or is removed from office pursuant to these Bye-Laws.


ALTERNATE DIRECTORS

74.
The Company may in general meeting elect a person or persons qualified to be Directors to act as Directors in the alternative to any of the Directors of the Company or may authorize the Board to

12


    appoint such Alternate Directors. Any Alternate Director may be removed by the Company in general meeting and, if appointed by the Board, may be removed by the Board and, subject thereto, the office of Alternate Director shall continue until the next annual election of Directors or, if earlier, the date on which the relevant Director ceases to be a Director. An Alternate Director may also be a Director in his own right and may act as alternate to more than one Director.

75.
An Alternate Director shall be entitled to receive notices of all meetings of Directors, to attend, be counted in the quorum and vote at any such meeting at which any Director to whom he is alternate is not personally present, and generally to perform all the functions of any Director to whom he is alternate in his absence.

76.
Every person acting as an Alternate Director shall (except as regards powers to appoint an alternate and remuneration) be subject in all respects to the provisions of these Bye-Laws relating to Directors and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for any Director for whom he is alternate. An Alternate Director may be paid expenses and shall be entitled to be indemnified by the Company to the same extent mutatis mutandis as if he were a Director. Every person acting as an Alternate Director shall have one vote for each Director for whom he acts as alternate (in addition to his own vote if he is also a Director). The signature of an Alternate Director to any resolution in writing of the Board or a committee of the Board shall, unless the terms of his appointment provide to the contrary, be as effective as the signature of the Director or Directors to whom he is alternate.


DIRECTORS' FEES, REMUNERATION AND EXPENSES

77. (a) The amount, if any, of Directors' fees and remuneration shall from time to time be determined by the Board. Each Director may be paid his reasonable travelling, hotel and incidental expenses in attending and returning from meetings of the Board or committees constituted pursuant to these Bye-Laws or general meetings and shall be paid all expenses properly and reasonably incurred by him in the conduct of the Company's business or in the discharge of his duties as a Director.

 

(b)

Any Director who, by request, goes or resides abroad for any purposes of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine, and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other Bye-Law.


DIRECTORS' INTERESTS

78. (a) A Director or other officer may hold any other office or place of profit with the Company (except that of auditor) in conjunction with his office for such period and upon such terms as the Board may determine, and may be paid such extra remuneration therefor (whether by way of salary, bonus, commission, participation in profits or otherwise) as the Board may determine, and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other Bye-Law.

 

(b)

A Director or other officer may act by himself or his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or other officer.
     

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(c)

Subject to the provisions of the Act, a Director or other officer may, notwithstanding his office, be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested. A Director or other officer may also be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is interested. The Board may also cause the voting power conferred by the shares in any other company held or owned by the Company to be exercised in such manner in all respects as it thinks fit, including the exercise thereof in favour of any resolution appointing the Directors or any of them to be directors or officers of such other company, or voting or providing for the payment of remuneration to the directors or officers of such other company.

 

(d)

So long as, where it is necessary, he declares the nature of his interest at the first opportunity at a meeting of the Board or by writing to the Directors as required by the Act, a Director or other officer shall not by reason of his office be accountable to the Company for any benefit which he derives from any office or employment to which these Bye-Laws allow him to be appointed or from any transaction or arrangement in which these Bye-Laws allow him to be interested, and no such transaction or arrangement shall be liable to be avoided on the ground of any interest or benefit.

 

(e)

Subject to the Act and any further disclosure required thereby, a general notice to the Directors by a Director or other officer declaring that he is a director or officer or has an interest in a person and is to be regarded as interested in any transaction or arrangement made with that person, shall be a sufficient declaration of interest in relation to any transaction or arrangement so made.


POWERS AND DUTIES OF THE BOARD

79.
Subject to the provisions of the Act and these Bye-Laws, the Board shall manage the business and affairs of the Company and may pay all expenses incurred in promoting and incorporating the Company and may exercise all the powers of the Company. No alteration of these Bye-Laws shall invalidate any prior act of the Board which would have been valid if that alteration had not been made. The powers given by this Bye-Law shall not be limited by any special power given to the Board by these Bye-Laws and a meeting of the Board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the Board.

80.
The Board may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any other persons.

81.
All cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or transferable or not, and all receipts for money paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine.

82.
The Board on behalf of the Company may provide benefits, whether by the payment of gratuities or pensions or otherwise, for any person including any Director or former Director who has held any executive office or employment with the Company or with any body corporate which is or has been a subsidiary or affiliate of the Company or a predecessor in the business of the Company or of any such subsidiary or affiliate, and to any member of his family or any person who is or was dependent on him, and may contribute to any fund and pay premiums for the purchase or provision of any such gratuity, pension or other benefit, or for the insurance of any such person.

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83.
The Board may from time to time appoint one or more of its body to hold any employment or executive office with the Company for such period and upon such terms as the Board may determine and may revoke or terminate any such appointments. Any such revocation or termination as aforesaid shall be without prejudice to any claim for damages that such Director may have against the Company or the Company may have against such Director for any breach of any contract of service between him and the Company which may be involved in such revocation or termination. Any person so appointed shall receive such remuneration (if any) (whether by way of salary, bonus, commission, participation in profits or otherwise) as the Board may determine, and either in addition to or in lieu of his remuneration as a Director.


DELEGATION OF THE BOARD'S POWERS

84.
The Board may by power of attorney appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Bye-Laws) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney and of such attorney as the Board may think fit, and may also authorize any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.

85.
The Board may entrust to and confer upon any Director or officer any of the powers exercisable by it upon such terms and conditions with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, and may from time to time revoke or vary all or any of such powers but no person dealing in good faith and without notice of such revocation or variation shall be affected thereby.

86.
The Board may delegate any of its powers, authorities and discretions to committees, consisting of such person or persons (whether a member or members of its body or not) as it thinks fit. Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed upon it by the Board.


PROCEEDINGS OF THE BOARD

87.
The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. Questions arising at any meeting shall be determined by a majority of votes. In the case of an equality of votes the motion shall be deemed to have been lost. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a Board meeting.

88.
Notice of a Board meeting shall be deemed to be duly given to a Director if it is given to him personally or by telephone or word of mouth or sent to him by post, cable, telex, telecopier or other mode of representing or reproducing words in a legible and non-transitory form at his last known address or any other address given by him to the Company for this purpose. A Director may waive notice of any meeting either prospectively or retrospectively.

89. (a) The quorum necessary for the transaction of the business of the Board may be fixed by the Board and, unless so fixed at any other number, shall be two individuals. Any Director who ceases to be a Director at a Board meeting may continue to be present and to act as a Director and be counted in the quorum until the termination of the Board meeting if no other Director objects and if otherwise a quorum of Directors would not be present.
     

15



 

(b)

A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or proposed contract, transaction or arrangement with the Company and has complied with the provisions of the Act and these Bye-Laws with regard to disclosure of his interest shall be entitled to vote in respect of any contract, transaction or arrangement in which he is so interested and if he shall do so his vote shall be counted, and he shall be taken into account in ascertaining whether a quorum is present.
90.
So long as a quorum of Directors remains in office, the remaining Directors may act notwithstanding any vacancy in the Board but, if no quorum of Directors remains, the remaining Directors or a sole remaining Director may act only for the purpose of calling a general meeting.

91.
The Board may elect a Chairman of the Board from amongst its members. If no Chairman of the Board is elected or he is absent, the President shall be Chairman. If at any meeting neither the Chairman of the Board nor the President is present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

92.
The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in these Bye-Laws for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations imposed by the Board.

93.
A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the Board or by all the members of a committee for the time being shall be as valid and effectual as a resolution passed at a meeting of the Board or, as the case may be, of such committee duly called and constituted. Such resolution may be contained in one document or in several documents in the like form each signed by one or more of the Directors or members of the committee concerned.

94.
A meeting of the Board or of a committee of Directors may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

95.
All acts done by the Board or by any committee or by any person acting as a Director or member of a committee or any person duly authorised by the Board or any committee, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Board or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated their office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director, member of such committee or person so authorised.


OFFICERS

96.
The officers of the Company shall include a President and a Vice President who shall be Directors and shall be elected by the Board as soon as possible after each annual general meeting. In addition, the Board may appoint any person whether or not he is a Director to hold such other office (including any additional Vice Presidents) as the Board may from time to time determine. Any person elected or appointed pursuant to this Bye-Law shall hold office for such period and upon such terms as the Board may determine and the Board may revoke or terminate any such election or appointment. Any such revocation or termination shall be without prejudice to any claim for damages that such officer may have against the Company or the Company may have against such officer for any breach of any contract of service between him and the Company which may be involved in such revocation or termination. Save as provided in the Act or these Bye-Laws, the powers and duties of the officers of the Company shall be such (if any) as are determined from time to time by the Board.

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MINUTES

97.
The Directors shall cause minutes to be made and books kept for the purpose of recording:

(i)
all appointments of officers made by the Directors;

(ii)
the names of the Directors and other persons (if any) present at each meeting of Directors and of any committee;

(iii)
all proceedings at meetings of the Company, of the holders of any class of shares in the Company, and of the Board and committees; and

(iv)
all proceedings of managers (if any).


SECRETARY

98. (a) The Secretary shall be appointed by the Board at such remuneration (if any) and upon such terms as it may think fit and any Secretary so appointed may be removed by the Board.

 

(b)

The duties of the Secretary shall be those prescribed by the Act together with such other duties as shall from time to time be prescribed by the Board.

99.

A provision of the Act or these Bye-Laws requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in the place of, the Secretary.


THE SEAL

100. (a) The Seal shall consist of a circular metal device with the name of the Company around the outer margin thereof and the country and year of incorporation across the centre thereof.

 

(b)

The Board shall provide for the custody of the Seal, which shall only be used by authority of the Board or of a committee authorised by the Board in that behalf. Subject to the Act and these Bye-Laws, any Director or officer of the Company may affix the Seal to any instrument signed by such person on behalf of the Company.

 

(c)

If so authorized by the Board, the Company may, in any place outside Bermuda, utilize an official seal which shall be a duplicate or facsimile of the Seal (hereinafter called an "overseas seal") and any deed or other document to which an overseas seal is duly affixed shall bind the Company and have the same effect as if it were under the Seal. The Company may, by writing under the Seal, empower any person as its agent, either generally or in respect of any specified deed or other document, to affix an overseas seal to any deed or other document to which the Company is a party, and any such agent acting under such power shall be required to certify in writing on the deed or other document the date on which he affixed an overseas seal thereto. As between the Company and any person properly relying upon the power of any such agent to affix an overseas seal, such power shall be deemed to continue uninterrupted until the end of the period specified in the instrument conferring the power or, if no period is specified therein, then until notice of the revocation of such power has been given to the person so relying thereon.


DIVIDENDS AND OTHER PAYMENTS

101.
The Directors may from time to time declare dividends, in kind or otherwise, but no dividend shall be payable except out of the profits of the Company available for the purpose. Subject to the rights of persons, if any, entitled to special rights as to dividends, all dividends shall be declared and paid equally on all of the Company's shares.

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102.
Except insofar as the rights attaching to, or the terms of issue of, any share otherwise provide:

(i)
all dividends may be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, and an amount paid up on a share in advance of calls may be treated for the purpose of this Bye-Law as paid up on the share; and

(ii)
dividends may be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid.

103.
The Board may deduct from any dividend or other moneys payable to a shareholder by the Company on or in respect of any shares all sums of money (if any) presently payable by him to the Company on account of calls or otherwise in respect of shares of the Company.


104.
Except insofar as the rights attaching to, or the terms of issue of, any share otherwise provide, no dividend or other moneys payable by the Company on or in respect of any share shall bear interest against the Company.

105.
Any dividend, interest or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post addressed to the holder at his address in the Register or, in the case of joint holders, addressed to the holder whose name stands first in the Register in respect of the shares at his registered address as appearing in the register or addressed to such person at such address as the holder or joint holders may in writing direct. Every such cheque or warrant may, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first in the Register in respect of such shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable in respect of the shares held by such joint holders.

106.
Any dividend unclaimed for a period of six (6) years from the date of declaration of such dividend shall be forfeited and shall revert to the Company and the payment by the Board of any unclaimed dividend, interest or other sum payable on or in respect of the share into a separate account shall not constitute the Company a trustee in respect thereof.

107.
The Board may (i) declare a distribution to any shareholder out of contributed surplus and (ii) direct payment or satisfaction of such distribution or any dividend wholly or in part by the distribution of specific assets, and in particular of paid up shares or debentures of any other company. Where any difficulty arises in regard to such distribution or dividend the Board may settle it as it thinks expedient, and in particular, may authorize any person to sell and transfer any fractions of specific assets or may ignore fractions of specific assets altogether, and may fix the value for distribution or dividend purposes of any such specific assets and may determine that cash payments shall be made to any shareholders upon the footing of the values so fixed in order to secure equality of distribution and may vest any such specific assets in trustees as may seem expedient to the Board.


RESERVES

108.
The Board may, before recommending or declaring any dividend, set aside out of the profits of the Company such sums as it thinks proper as reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may, also at such discretion, either be employed in the business of the Company or be invested in such investments as the Board may from time to time think fit. The Board may also without placing the same on reserve carry forward any profits which it may think it prudent not to distribute.

18



CAPITALIZATION OF PROFITS

109.
Either the Company in general meeting, upon the recommendation of the Board, or the Board may, at any time and from time to time, capitalize all or any part of the profits of the Company available for distribution to the shareholders or any amount for the time being standing to the credit of any reserve or fund which is available for distribution or any amount standing to the credit of any share premium account or any capital redemption reserve fund. Any such amount, so capitalised, shall be apportioned amongst the shareholders or any class of shareholders who would be entitled thereto if distributed by way of dividend and in the same proportions, on the footing that the same be not paid in cash but be applied either in or towards paying up amounts for the time being unpaid on any shares in the Company held by such shareholders respectively or in payment up in full of unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid amongst such shareholders, or partly in one way and partly in the other, provided that for the purpose of this Bye-Law, a share premium account and a capital redemption reserve fund may be applied only in paying up of unissued shares to be issued to such shareholders credited as fully paid.


RECORD DATES

110.
Notwithstanding any other provisions of these Bye-Laws, the Board may fax any date as the record date for any dividend, distribution, allotment or issue and for the purpose of identifying the persons entitled to receive notices of or to vote at general meetings. Any such record date may be on or at any time before or after any date on which such dividend, distribution, allotment or issue is declared, paid or made or such notice is despatched.


ACCOUNTING RECORDS

111.
The Board shall cause to be kept accounting records sufficient to give a true and fair view of the state of the Company's affairs and to show and explain its transactions, in accordance with the Act.

112.
The records of account shall be kept at the registered office or at such other place or places as the Board thinks fit, and shall at all times be open to inspection by the Directors; provided that if the records of account are kept at some place outside Bermuda, there shall be kept at an office of the Company in Bermuda such records as will enable the Directors to ascertain with reasonable accuracy the financial position of the Company at the end of each three (3) month period. No shareholder (other than an officer of the Company) shall have any right to inspect any accounting record or book or document of the Company except as conferred by law or authorized by the Board.

113.
A copy of the financial statements of the Company (including every document required by law to be annexed thereto) which are to be laid before the Company in general meeting, together with a copy of the auditor's report, shall be made available to each person entitled thereto in accordance with the requirements of the Act.


AUDIT

114.
Save and to the extent that an audit is waived in the manner permitted by the Act, the auditor shall be appointed and his duties regulated in accordance with the Act, any other applicable law and such requirements not inconsistent with the Act as the Board may from time to time determine. The remuneration of the auditor shall be fixed by the shareholders entitled to vote on the appointment of the auditor or by the Directors if authorised to do so by such shareholders.

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SERVICE OF NOTICES AND OTHER DOCUMENTS

115.
Any notice or other document (including a share certificate) may be served on or delivered to any Member by the Company either personally or by sending it through the post (by airmail where applicable) in a pre-paid letter addressed to such Member at his address as appearing in the Register or by delivering it to or leaving it at such registered address. In the case of joint holders of a share, service or delivery of any notice or other document on or to one of the joint holders shall for all purposes be deemed as sufficient service on or delivery to all the joint holders. Any notice or other document if sent by post shall be deemed to have been served or delivered seven (7) days after it was put in the post, and in proving such service or delivery, it shall be sufficient to prove that the notice or document was properly addressed, stamped and put in the post.

116.
Any notice of a general meeting of the Company shall be deemed to be duly given to a Member if it is sent to him by cable, telex, telecopier or similar expedited transmission which represents or reproduces words in a legible and non-transitory form at his address as appearing in the Register or any other address given by him to the Company for this purpose. Any such notice shall be deemed to have been served twenty-four (24) hours after its despatch.

117.
Any notice or other document delivered, sent or given to a Member in any manner permitted by these Bye-Laws shall, notwithstanding that such Member is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Member as sole or joint holder unless his name shall, at the time of the service or delivery of the notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed as sufficient service or delivery of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.


WINDING UP

118.
If the Company shall be wound up, the liquidator may, with the sanction of a resolution of the Company and any other sanction required by the Act, divide amongst the shareholders in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for such purposes set such values as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the shareholders or different classes of shareholders. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trust for the benefit of the contributories as the liquidator, with the like sanction, shall think fit, but so that no shareholder shall be compelled to accept any shares or other assets upon which there is any liability.


INDEMNITY

119. (a) Subject to the proviso below, every Director and other officer of the Company and every member of a committee duly constituted under Bye-Law 86 shall be indemnified out of the funds of the Company against all civil liabilities, loss, damage or expense (including but not limited to liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other costs and expenses properly payable) incurred or suffered by him as such Director, officer or committee member and the indemnity contained in this Bye-Law shall extend to any person acting as a Director, officer or committee member in the reasonable belief that he has been so appointed or elected notwithstanding any defect in such appointment or election; provided that the indemnity contained in this Bye-Law shall not extend to any matter which would render it void pursuant to the Act.
     

20



 

(b)

Every Director and other officer of the Company and every member of a committee duly constituted under Bye-Law 86 shall be indemnified out of the funds of the Company against all liabilities incurred by him as such Director, officer or committee member in defending any proceedings, whether civil or criminal, in which judgment is given in his favour, or in which he is acquitted, or in connection with any application under the Act in which relief from liability is granted to him by the Court.

 

(c)

Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding as authorized by the Directors in the specific case upon receipt of an undertaking by or on behalf of a Director or other officer of the Company or a member of a committee duly constituted under Bye-Law 86 to repay such amount unless it shall be ultimately determined that such Director, officer or committee member is entitled to be indemnified by the Company pursuant to these Bye-Laws or otherwise.

 

(d)

To the extent that any Director, officer or member of a committee duly constituted under Bye-Law 86 is entitled to claim an indemnity pursuant to these Bye-Laws in respect of amounts paid or discharged by him, the relative indemnity shall take effect as an obligation of the Company to reimburse the person making such payment or effecting such discharge.


EMPLOYEE SHARES

120.
The Company may give financial assistance to bona fide employees of the Company or its subsidiaries in order that they may purchase or subscribe for fully paid up shares in the Company to be held by such employees by way of beneficial ownership, and may require or allow the sale of such shares to the Company when an employee ceases to be employed by the Company or any of its subsidiaries.


ALTERATION OF BYE-LAWS

121.
The Directors may from time to time revoke, alter, amend or add to these Bye-Laws; provided that no such revocation, alteration, amendment or addition shall be operative unless and until it is confirmed at a subsequent general meeting of the Company except that Bye-Laws 69 and 72 and this Bye-Law 121 shall not be revoked, altered or amended and no new Bye-Law shall become operative which alters the effect of any of them until the same has been approved by shareholders holding not less than ninety percent (90%) of the shares of the Company at the time issued and outstanding and entitled to vote generally, and Bye-Laws 122 and 123 shall not be revoked, altered or amended and no new Bye-Law shall become operative which alters the effect of either of them except as provided in such Bye-Laws.


TRANSACTIONS INVOLVING CERTAIN INTERESTED PERSONS

122. (A) Except as provided in paragraph (B) of this Bye-Law 122, the favourable vote, at a general meeting of the Company, of the holders of not less than ninety percent (90%) of the shares carrying voting rights in the Company shall be required prior to and as a condition to the consummation of any Business Combination (as hereinafter defined) involving an interested person (as hereinafter defined). Such ninety percent (90%) favourable vote shall be in addition to any vote of the shareholders which would be required without reference to this Bye-Law 122 and shall be required notwithstanding the fact that no vote may be required, or that some lesser percentage may be specified, by law or the Memorandum of Association of the Company, by any other provision of these Bye-Laws or otherwise.
     

21



 

(B)

The provisions of paragraph (A) of this Bye-Law 122 shall not apply to a particular Business Combination, and such Business Combination shall require only such vote or approval (if any) of the shareholders as would be required without reference to this Bye-Law 122, if all of the following conditions are satisfied:
      (1)
      the ratio of (i) the aggregate amount of the cash and the fair market value of other consideration to be received per A Share or B Share in such Business Combination by holders of A Shares or B Shares other than the interested person involved in such Business Combination, to (ii) the market price per A Share or B Share, respectively, immediately prior to the announcement of the proposed Business Combination, is at least as great as the ratio of (iii) the highest per A Share or B Share price (including brokerage commissions, transfer taxes and soliciting dealers' fees) which such interested person has theretofore paid in acquiring any A Shares or B Shares prior to such Business Combination, to (iv) the market price per A Share or B Share, respectively, immediately prior to the initial acquisition by such interested person of any A Shares or B Shares;

      (2)
      The aggregate amount of the cash and the fair market value of other consideration to be received per A Share or B Share in such Business Combination by holders of A Shares or B Shares other than the interested person involved in such Business Combination (i) is not less than the highest per A Share or B Share price (including brokerage commissions, transfer taxes and soliciting dealers' fees) paid by such interested person in acquiring any A Shares or B Shares, and (ii) is not less than the consolidated earnings per A Share or B Share of the Company for its four full consecutive fiscal quarters immediately preceding the record date for solicitation of votes on such Business Combination multiplied by the then price/earnings multiple (if any) of such interested person as customarily computed and reported in the financial community;

      (3)
      The consideration (if any) to be received in such Business Combination by holders of A Shares or B Shares other than the interested person involved shall, except to the extent that a shareholder agrees otherwise as to all or part of the A Shares or B Shares which such shareholder owns, be in the same form and of the same kind as the consideration paid by the interested person in acquiring A Shares or B Shares already owned by it;

      (4)
      After such interested person became an interested person and prior to the consummation of such Business Combination: (i) such interested person shall have taken steps to ensure that the Board includes at all times representation by Continuing Directors (as hereinafter defined) proportionate to the ratio that the number of shares carrying voting rights in the Company from time to time owned by shareholders who are not interested persons bears to all shares carrying voting rights in the Company outstanding at the time in question (with a Continuing Director to occupy any resulting fractional position among the Directors); (ii) such interested person shall not have acquired from the Company or any subsidiary of the Company, directly or indirectly, any A Shares or B Shares (except (x) upon conversion of convertible securities acquired by it prior to becoming an interested person, or (y) as a result of a pro rata share dividend, stock split or division or subdivision of shares, or (z) in a transaction consummated on or after March 15, 1990 and which satisfied all applicable requirements of this Bye-Law 122); (iii) such interested person shall not have acquired any additional shares, or rights over shares, carrying voting rights or securities convertible into or exchangeable for shares, or rights over shares, carrying voting rights except as a part of the transaction which resulted in such interested person becoming an interested person; and (iv) such interested person shall not have (x) received the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or tax credits provided by the Company or any subsidiary of the Company, or (y) made any major

22


        change in the Company's business or equity capital structure or entered into any contract, arrangement or understanding with the Company except any such change, contract, arrangement or understanding as may have been approved by the favourable vote of not less than a majority of the Continuing Directors; and

      (5)
      A proxy statement complying with the requirements of the United States Securities Exchange Act of 1934, as amended, shall have been mailed to all holders of shares carrying voting rights for the purpose of soliciting approval by the shareholders of such Business Combination. Such proxy statement shall contain at the front thereof, in a prominent place, any recommendations as to the advisability (or inadvisability) of the Business Combination which the Continuing Directors, or any of them, may have furnished in writing and, if deemed advisable by a majority of the Continuing Directors, an opinion of a reputable investment banking firm as to the adequacy (or inadequacy) of the terms of such Business Combination from the point of view of the holders of shares carrying voting rights other than any interested person (such investment banking firm to be selected by a majority of the Continuing Directors, to be furnished with all information it reasonably requests, and to be paid a reasonable fee for its services upon receipt by the Company of such opinion).

    (C)
    For purposes of this Bye-Law 122 and Bye-Law 123:

    (1)
    The term "Business Combination" means (i) any scheme of arrangement, reconstruction, amalgamation or similar business combination involving the Company or any of its subsidiaries and an interested person or any other company or corporation, if the arrangement, reconstruction, amalgamation or similar business combination is initiated, proposed or caused by the interested person or if such other company or corporation is, or after such transaction would be, an affiliate of such interested person; (ii) any transaction or series of transactions involving the sale, purchase, lease, exchange, mortgage, pledge, transfer or other disposition, acquisition or encumbrance of assets between the Company or any of its subsidiaries and any interested person having an aggregate market value in excess of five percent (5%) of the consolidated book value of the Company and its subsidiaries prior to the relevant transaction or series of transactions; (iii) the issue or transfer to an interested person of any securities of the Company or any of its subsidiaries other than an issue or distribution to all shareholders of the Company entitled to participate therein (such entitlement not being dependent upon or affected by any scheme or proposal initiated or proposed by an interested person) pro rata to their respective entitlements; (iv) the adoption of any plan or proposal for the liquidation or dissolution of the Company or any of its subsidiaries unless such plan or proposal is initiated, proposed or adopted independently of, and not by agreement or arrangement with, any interested person; (v) the reclassification of any securities or other restructuring of the capital of the Company or any of its subsidiaries, in such a way as to confer a benefit on an interested person which is not conferred on the shareholders generally or any other transaction which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class or series, or securities convertible into the shares of any class or series, of the Company or any subsidiary of the Company beneficially owned by the interested person except as a result of immaterial changes due to fractional share adjustments; or (vi) any transaction involving the receipt by the interested person of the benefit, directly or indirectly (except proportionately as a shareholder of the Company), of any loans, advances, guarantees, pledges, or other financial benefits provided by or through the Company or any of its subsidiaries.

23


      (2)
      The term "person" includes: (i) any person acting in concert (as hereinafter defined) with him or any nominee for him or person acting on his behalf; (ii) any company in which such person holds or beneficially owns ten percent (10%) or more of the shares, or rights over shares, carrying voting rights in such company; and (iii) any person or entity over which the person acquiring the shares, or rights over shares, carrying voting rights has, directly or indirectly, the power to direct or cause the direction of management or policies of such other person.

      (3)
      The term "beneficial owner" when used with respect to any share means a person:

      (i)
      that individually or with or through any affiliate beneficially owns such share, directly or indirectly; or

      (ii)
      that individually or with or through any affiliate has:

      (a)
      the right to acquire such share (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (whether or not in writing), or upon the exercise of conversion rights, exchange rights, warrants or options or otherwise; provided, however, that a person shall not be deemed the beneficial owner of any share tendered pursuant to a tender or exchange offer until such offer is accepted; or

      (b)
      the right to vote such share pursuant to any agreement, arrangement or understanding (whether or not in writing); provided, however, that a person shall not be deemed the beneficial owner of any share under this subparagraph (b) if the right to vote such share arises:

      (x)
      solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to shareholders or any class of shareholders generally; or

      (y)
      solely under a nominee or trustee agreement where the nominee or trustee has no economic interest in the share (other than the right to be paid normal nominee or trustee fees or remuneration); or

      (iii)
      that has any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting (except where the right to vote is within the exclusion of clause (x) or (y) of subparagraph (3)(ii)(b) above) or disposing of such share with any other person that beneficially owns, or whose affiliates directly or indirectly beneficially own, such share or any interest therein; but does not, for so long as such shares are held for purposes of an underwriting, include an underwriter, acting in the ordinary course of his business as an underwriter, who acquires shares pursuant to any issue or offer of shares underwritten by him.

      (4)
      A person shall be deemed not to acquire or hold any share if he acquires or holds such share solely as nominee or bare trustee thereof and has no beneficial or economic interest therein other than the right to be paid normal nominee or trustee fees or remuneration.

      (5)
      The "market price" per share of a class on any date shall be deemed to be the average of the daily closing prices of shares of that class for ten consecutive trading days commencing no more than 15 trading days before such date. The closing price for each day shall be the last reported sales price regular way on the New York Stock Exchange, or, if not reported on such Exchange, on the Composite Tape or, in case no such reported sales take place on such day, the average of the reported closing bid and asked quotations on the New York Stock Exchange, or, if such shares are not listed on such

24


        Exchange or no such quotations are available, the last sales price in the over-the-counter market reported by the National Association of Securities Dealers Automated Quotations System, or if not reported by such System, the average of the high bid and low asked quotations in the over-the-counter market as reported by National Quotation Bureau, Incorporated, or any similar organization, or if no such quotations are available, the fair market price as determined by a majority of the Continuing Directors (whose determination shall be conclusive).

      (6)
      For purposes of subparagraphs (1) and (2) of paragraph (B) of this Bye-Law 122, in the event of a Business Combination upon consummation of which the Company would be the surviving corporation or company or would continue to exist (unless it is provided, contemplated or intended that as part of such Business Combination or within one year after consummation thereof a plan of liquidation or dissolution of the Company will be adopted or effected), the term "other consideration to be received" shall include (without limitation) A Shares or B Shares retained by shareholders of the Company other than the interested persons who are parties to such Business Combination.

      (7)
      "Continuing Director" means a Director of the Company who either (i) was first elected as a Director prior to March 15, 1990 or (ii) was designated (before his or her initial election as a Director) as a Continuing Director by a majority of the then Continuing Directors.

      (8)
      The term "affiliate" means a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with another person. A person who is the beneficial owner of ten percent (10%) or more of a company's outstanding voting shares shall be deemed to control such company.

      (9)
      A company shall be deemed to be a "subsidiary" of another if: (i) the other is a shareholder of it, either directly or indirectly through one or more other subsidiaries, and controls the composition of its board of directors; or (ii) the other beneficially owns, either directly or indirectly through one or more other subsidiaries, more than half in nominal value of its issued share capital; or (iii) it is a subsidiary of any company which is in turn, either directly or indirectly through one or more other subsidiaries, a subsidiary of the other company. For the purpose of this definition "company" includes any body corporate, wherever incorporated.

      (10)
      The term "interested person" means a person to whom paragraph (1) of Bye-Law 123 applies but excludes the Company and each of its subsidiaries. No shares, or rights over shares, carrying voting rights in the Company held or beneficially owned by the Company or any of its subsidiaries shall be aggregated with such shares or rights over shares held or beneficially owned by any other person in determining whether such person is an interested person.

      (11)
      An interested person shall be deemed to have acquired a share of the Company at the time when such interested person became the beneficial owner thereof. With respect to shares owned by affiliates or other persons whose ownership is attributed to an interested person under the foregoing definitions, if the price paid by such interested person for such shares is not determinable, the price so paid shall be deemed to be the higher of (a) the price paid upon acquisition thereof by the affiliate or other person or (b) the market price of the shares in question at the time when the interested person became the beneficial owner thereof.

25


      (12)
      The term "person acting in concert" includes:

      (i)
      persons who, pursuant to an agreement, arrangement or understanding (whether formal or informal), actively cooperate either in the acquisition or holding by any of them of shares or the beneficial ownership of shares, or rights over shares, carrying voting rights in the Company, or in the exercise of voting rights with respect to shares in the Company;

      (ii)
      a company with any of its directors (or their spouses, minor children, nominees, related trusts or companies in which any director holds or beneficially owns ten percent (10%) or more of the shares, or rights over shares, carrying voting rights);

      (iii)
      a company with the trustees or managers of any of its pension, provident or employee benefit funds or any of its employee stock option schemes;

      (iv)
      a person who is a fund manager, with any investment company, unit trust or other person whose investments such person manages on a discretionary basis, in respect of the relevant investment accounts;

      (v)
      a company with its parent company or any of its subsidiaries; and

      (vi)
      a company, in which ten percent (10%) or more of the shares, or rights over shares, carrying voting rights are held or beneficially owned by a person, with any other company in which ten percent (10%) or more of the shares, or rights over shares, carrying voting rights are held or beneficially owned by the same person.

      (13)
      The term "rights over shares" includes any rights acquired by a person by virtue of an agreement to acquire shares or an option to acquire shares or an irrevocable commitment to accept an offer to acquire shares and includes warrants or options to subscribe for shares in the Company if immediately exercisable, as if such warrants or options had at the relevant time been exercised.

      (14)
      The term "securities" includes shares, debentures, and options or warrants to subscribe for or purchase any shares or debentures, and any rights in respect thereof or any other right which if exercised would enable a person, not otherwise able so to do, to exercise voting rights.

      (15)
      The term "voting rights" means the voting rights attributable to the share capital of the Company which are then currently exercisable or, in the case of options and warrants to subscribe for shares, would be exercisable if those options and warrants were themselves exercised, at a general meeting of the Company.

    (D)
    A majority of the Continuing Directors shall have the power to determine for the purposes of this Bye-Law 122 and Bye-Law 123, on the basis of information known to them, (i) the number of shares, or rights over shares, carrying voting rights of which any person is the beneficial owner, (ii) whether a person is an affiliate of another or acting in concert with another, (iii) whether a person has an agreement, arrangement or understanding with another as to the matters referred to in subparagraph (3) of paragraph (C), and (iv) any matters referred to in subparagraph (11) of paragraph (C). Any such determination by the Continuing Directors shall be final and binding on all persons.

    (E)
    The Company, whether acting through the Directors or by its shareholders generally, shall have no power to propose or enter into any compromise or arrangement pursuant to the Act (i) in connection with any Business Combination or (ii) providing for any revocation, alteration or amendment of this Bye-Law 122 or any other amendment of its Memorandum of Association or these Bye-Laws which could have the effect of modifying or circumventing this

26


      Bye-Law 122. If the Directors shall submit an amalgamation agreement for approval to any meeting of the holders of shares of the Company or to the holders of shares of any class of the Company pursuant to the Act in connection with any Business Combination, then the requisite quorum for such meeting shall be ninety percent (90%) of all shares of the Company and/or of the class in question at the time in issue and entitled to vote and, for the purpose of such submission and approval, the A Shares and the B Shares shall be deemed to be of the same class but in any event shall carry their respective voting rights.

    (F)
    Any revocation, alteration or amendment of this Bye-Law 122, or any other revocation, alteration or amendment of the Company's Memorandum of Association or these Bye-Laws which would have the effect of modifying or permitting circumvention of this Bye-Law 122, shall require the favourable vote, at a general meeting of the Company, of the holders of at least ninety percent (90%) of the then outstanding shares carrying voting rights at a general meeting of the Company; provided, however, that this paragraph (F) shall not apply to, and such ninety percent (90%) vote shall not be required for, any such revocation, alteration or amendment recommended to shareholders by the favourable vote of not less than a majority of the Continuing Directors.

    (G)
    Nothing contained in this Bye-Law 122 shall be construed to relieve any interested person from any fiduciary obligation imposed by law.

123. (1) Except as permitted by paragraph (2) of this Bye-Law 123, if at any time a person acquires or becomes the beneficial owner of any shares, or rights over shares, carrying voting rights in the Company which, alone or when aggregated with any shares or rights over shares which such person then already holds or of which such person is then already the beneficial owner, would carry fifteen percent (15%) or more of the total voting rights which may be cast at any general meeting of the Company (such fifteen percent (15%) of the total voting rights which may be cast at any general meeting being herein referred to as the "threshold"), then such person shall not be entitled, in respect of that portion of any shares, or rights over shares, carrying voting rights in the Company held or beneficially owned by him in excess of the threshold, (i) to vote such shares at any general meeting of the Company either personally or by proxy or by his attorney or, if a company or a corporation, by its duly authorised representative or to exercise any other right conferred by shareholding in the Company in relation to general meetings of the Company as to which the record date or scheduled meeting date falls within a period of five (5) years from the date such person first acquired or became the beneficial owner of shares, or rights over shares, carrying voting rights in excess of the threshold, or (ii) to give any written consent with respect thereto for a period of five (5) years from the date such person first acquired or became the beneficial owner of shares, or rights over shares, carrying voting rights in excess of the threshold. For purposes of the foregoing sentence, no shares, or rights over shares, carrying voting rights in the Company held or beneficially owned by the Company or any of its subsidiaries shall be aggregated with such shares or rights over shares held or beneficially owned by any other person.

 

(2)

The restrictions contained in paragraph (1) of this Bye-Law 123 shall not apply to the Company or any of its subsidiaries or:
      (a)
      any person who, on March 15, 1990, holds or is the beneficial owner of shares, or rights over shares, carrying voting rights in excess of the threshold and continues at all times thereafter to hold or be the beneficial owner of shares, or rights over shares, carrying voting rights in excess of the threshold; or

      (b)
      to any person who holds or is the beneficial owner of shares, or rights over shares, carrying voting rights in the Company if the acquisition by such person of such shares or rights over shares in excess of the threshold is approved prior to the threshold being

27


        exceeded (i) by resolution adopted in general meeting by at least ninety percent (90%) of the shares carrying voting rights in the Company not held or beneficially owned by any person holding shares or rights over shares with respect to which such vote is being taken, or (ii) by resolution adopted by a majority of the Continuing Directors followed by a resolution adopted by in excess of fifty percent (50%) of the shares carrying voting rights in the Company not held or beneficially owned by any person holding shares or rights over shares with respect to which such vote is being taken.

    (3)
    The Company, whether acting through the Directors or by its shareholders generally, shall have no power to propose or enter into any compromise or arrangement pursuant to the Act providing for any revocation, alteration or amendment of this Bye-Law 123 or any other amendment of its Memorandum of Association or these Bye-Laws which could have the effect of modifying or circumventing this Bye-Law 123.

    (4)
    Any revocation, alteration or amendment of this Bye-Law 123, or any other revocation, alteration or amendment of the Company's Memorandum of Association or these Bye-Laws which would have the effect of modifying or permitting circumvention of this Bye-Law 123, shall require the favourable vote of the holders of at least ninety percent (90%) of the then outstanding shares carrying voting rights, at a general meeting of the Company; provided, however, that this paragraph (4) shall not apply to, and such ninety percent (90%) vote shall not be required for, any such revocation, alteration or amendment recommended to shareholders by the favourable vote of not less than a majority of the Continuing Directors.

    (5)
    Nothing contained in this Bye-Law 123 shall be construed to relieve any interested person from any fiduciary obligation imposed by law.


Schedule I to the Bye-Laws

        The rights and restrictions attaching to the B Shares are as follows:

1.     Designation and Certificates.

        The designation of the B Shares shall be "Class B Common Shares". Each certificate representing, immediately prior to their classification as B Shares, common shares of the Company shall be deemed to represent a like number of B Shares. Without limitation on the manner in which B Shares may be issued, B Shares shall be issuable upon the exercise of the right of conversion by the holder of any outstanding security which is by its terms convertible into common shares of the Company. All B Shares shall rank part passe in all respects.

2.     Dividend Rights.

    (a)
    The holders of B Shares shall be entitled to receive dividends payable out of the profits of the Company available for the purpose when, as and if declared by the Board, provided however that:

    (i)
    the Board may at any time declare a dividend on the A Shares payable in cash without at such time declaring any dividend on the B Shares; and

    (ii)
    the Board shall not at any time declare a dividend on the B Shares payable in cash without at such time declaring a dividend on the A Shares by reference to the rights attaching to the A Shares with respect thereto.

28


    (b)
    Except as otherwise provided in clauses (A) and (B) below, the A Shares and the B Shares shall rank pari passu with respect to the rights to receive dividends and other distributions in kind, provided however that:

    (A)
    in relation to a distribution of A Shares or B Shares of the Company or rights, options or warrants to subscribe for such A Shares or B Shares:

    (i)
    A Shares of the Company, and rights, options and warrants to subscribe for such A Shares, shall be distributed only to the holders of A Shares of the Company;

    (ii)
    B Shares of the Company, and rights, options and warrants to subscribe for such B Shares, shall be distributed only to the holders of B Shares of the Company; and

    (iii)
    the ratio of the number of B Shares of the Company outstanding to the number of A Shares of the Company outstanding, each on a fully diluted basis, shall be the same immediately after such distribution as immediately prior thereto; and

    (B)
    in relation to a distribution of Class A Common Shares ("OEH A Shares") of Orient-Express Hotels Ltd., a Bermuda company ("OEH"), or Class B Common Shares ("OEH B Shares") of OEH, or rights, options or warrants to subscribe for OEH A Shares or OEH B Shares, the Board of Directors of the Company may, in its sole discretion, distribute OEH A Shares and/or OEH B Shares (or rights, options or warrants to subscribe for OEH A Shares or OEH B Shares), as the case may be, to the holders of the Company's A Shares and to the holders of the Company's B Shares in whatever ratios the Board of Directors of the Company deems appropriate; provided, however, that, (x) the ratio of (1) the aggregate number of OEH A Shares and OEH B Shares distributed to the holders of the Company's B Shares relative to (2) the total number of the Company's B Shares outstanding shall be as nearly equal as practicable to (y) the ratio of (3) the aggregate number of OEH A Shares and OEH B Shares distributed to the holders of the Company's A Shares relative to (4) the total number of the Company's A Shares outstanding."

3.     Voting Rights.

        Subject to the provisions of the Bye-Laws of the Company, at any general meeting of the Company each holder of B Shares shall be entitled to one vote for each B Share held by him. Holders of B Shares shall vote together as a class with holders of A Shares.

4.     Conversion.

    (a)
    Each holder of B Shares shall be entitled at any time and from time to time by notice in writing delivered to the Company (a "Conversion Notice") to convert such number of B Shares held by him as may be specified in the Conversion Notice into the like number of A Shares. The Conversion Notice shall be in such form as the Board may from time to time prescribe and shall be delivered to the Company at the specified office (the "Conversion Office") of such agent as the Company may from time to time designate for the purpose (the "Conversion Agent") during the usual business hours of the Conversion Agent.

    (b)
    A Conversion Notice to be effective must be accompanied by delivery up of the certificate or certificates comprising the B Shares to be converted and by such other evidence (if any) as the Company or the Conversion Agent may require to prove the title of the person exercising the right to convert.

    (c)
    A Conversion Notice shall not be withdrawn without the written consent of the Company or the Conversion Agent and shall take effect immediately prior to the close of business on the

29


      date of delivery of the Conversion Notice as aforesaid, together with the required certificates in proper order for conversion and any amount payable pursuant to the provisions of the sentence next following (the "Conversion Date"). If the Conversion Notice shall specify that any certificate for A Shares to be delivered pursuant thereto shall be issued in a name other than that of the holder of record of the B Shares to be converted, the person or persons requesting the issuance thereof shall pay to the Company the amount of any tax which may be payable in respect of any transfer necessary for such issuance or shall establish to the satisfaction of the Company that such tax has been paid or is not payable.

    (d)
    On the Conversion Date the B Shares comprised in the Conversion Notice shall automatically be converted into A Shares unless, pursuant to paragraph (g) hereof, conversion shall be effected on the Conversion Date by means of the purchase of B Shares and the issue to the holder of a like number of A Shares. In any case, the A Shares arising from such conversion shall thereupon rank pari passu in all respects with all other A Shares for the time being in the capital of the Company, with the right to participate in full in all dividends declared on the A Shares payable to holders of record of A Shares on or aver the Conversion Date whether or not such dividends are declared wholly or in part in respect of a period prior to the Conversion Date.

    (e)
    As soon as practicable after the Conversion Date, the Company shall deliver or cause to be delivered at the Conversion Office to or upon the written order of the holder a certificate or certificates representing the number of A Shares to which he was entitled upon conversion of the B Shares held by him. Except as otherwise provided in paragraph (c) hereof, the issuance of such certificate or certificates shall be made without charge for any stamp or other similar tax in respect of such issuance.

    (f)
    Upon conversion by a holder of only part of the B Shares held by him, the Company shall at its own expense deliver or cause to be delivered to him at the Conversion Office a new certificate or certificates representing the number of B Shares remaining unconverted by him.

    (g)
    Conversion of the B Shares may be effected in such manner as the Board may, subject to the provisions of the Act and the Bye-Laws of the Company, from time to time determine and, without prejudice to the generality of the foregoing, the Board is hereby authorised pursuant to Section 42A of the Act to effect such conversion by means of the purchase of B Shares in such manner and at such price as it may determine. In the case of a conversion by such means:

    (i)
    the Board may effect the purchase of the relative B Shares out of the amount paid up on such B Shares, out of profits of the Company which would otherwise be available for dividend, out of the proceeds of a fresh issue of shares or in any other manner for the time being permitted by law; and

    (ii)
    the A Shares to be issued upon such conversion shall be issued, credited as fully paid-up and non-assessable.

    (h)
    On or promptly after the conversion of B Shares into A Shares, the Company shall list the A Shares so arising upon each national securities exchange upon which the outstanding A Shares are listed at the time of such conversion, or if the outstanding A Shares are not then listed upon a national securities exchange but are included in the National Association of Securities Dealers Automated Quotations System will cause such shares to be so included.

30


5.     Rights Agreement.

        The A Shares and the B Shares collectively shall be deemed "Voting Shares" of the Company for the purposes of the Rights Agreement dated as of May 9, 1988 between the Company and The Bank of New York, as amended.

6.     Other Rights.

        Except as otherwise provided herein or in the Act or the Bye-Laws of the Company, the A Shares and the B Shares shall rank pari passu and be treated equally in all respects.

7.     Consolidation and Sub-division.

        No resolution shall be proposed at any general meeting of the Company for the consolidation or sub-division of any shares of the Company which contemplates that the ratio of the number of A Shares outstanding to the number of B Shares outstanding shall change as a consequence of the passing of the resolution.

8.     Amalgamation Agreement.

        In any case where the Board shall be required to submit an amalgamation agreement for approval to a general meeting of the Company, the A Shares and the B Shares shall be deemed to be of the same class but shall in any event carry their respective voting rights.


Schedule 2 to the Bye-Laws

        The rights and restrictions attaching to the A Shares are as follows:

1.     Designation.

        The designation of the A Shares shall be "Class A Common Shares". All A Shares shall rank pari passu in all respects.

2.     Dividend Rights.

    (a)
    The holders of A Shares shall be entitled to receive dividends payable out of the profits of the Company available for the purpose when, as and if declared by the Board, provided however that:

    (i)
    the Board may at any time declare a dividend on the A Shares payable in cash without at such time declaring any dividend on the B Shares; and

    (ii)
    the Board shall not at any time declare a dividend on the B Shares payable in cash without at such time declaring a dividend on the A Shares, having the same record date and payment date.

    (b)
    If and whenever the Board shall declare a dividend on the B Shares payable in cash, the dividend payable on each A Share shall be greater than that payable on each B Share by an amount equivalent to at least ten percent (10%) of the amount of the dividend payable on each B Share.

31


    (c)
    Except as otherwise provided in clauses (A) and (B) below, the A Shares and the B Shares shall rank pari passu with respect to the rights to receive dividends and other distributions in kind, provided however that:

    (A)
    in relation to a distribution of A Shares or B Shares of the Company or rights, options or warrants to subscribe for such A Shares or B Shares:

    (i)
    A Shares of the Company, and rights, options and warrants to subscribe for such A Shares, shall be distributed only to the holders of A Shares of the Company;

    (ii)
    B Shares of the Company, and rights, options and warrants to subscribe for such B Shares, shall be distributed only to the holders of B Shares of the Company; and

    (iii)
    the ratio of the number of A Shares of the Company outstanding to the number of B Shares of the Company outstanding, each on a fully diluted basis, shall be the same immediately after such distribution as immediately prior thereto; and

    (B)
    in relation to a distribution of Class A Common Shares ("OEH A Shares") of Orient-Express Hotels Ltd., a Bermuda company ("OEH"), or Class B Common Shares ("OEH B Shares") of OEH, or rights, options or warrants to subscribe for OEH A Shares or OEH B Shares, the Board of Directors of the Company may, in its sole discretion, distribute OEH A Shares and/or OEH B Shares (or rights, options or warrants to subscribe for OEH A Shares or OEH B Shares), as the case may be, to the holders of the Company's A Shares and to the holders of the Company's B Shares in whatever ratios the Board of Directors of the Company deems appropriate; provided, however, that, (x) the ratio of (1) the aggregate number of OEH A Shares and OEH B Shares distributed to the holders of the Company's A Shares relative to (2) the total number of the Company's A Shares outstanding shall be as nearly equal as practicable to (y) the ratio of (3) the aggregate number of OEH A Shares and OEH B Shares distributed to the holders of the Company's B Shares relative to (4) the total number of the Company's B Shares outstanding."

3.     Voting Rights.

        Subject to the provisions of the Bye-Laws of the Company, at any general meeting of the Company each holder of A Shares shall be entitled to one-tenth of one vote for each A Share held by him. Holders of A Shares shall vote together as a class with holders of B Shares.

4.     Rights Agreement.

        The A Shares and the B Shares collectively shall be deemed "Voting Shares" of the Company for the purposes of the Rights Agreement dated as of May 9, 1988 between the Company and The Bank of New York, as amended.

5.     Other Rights.

        Except as otherwise provided herein or in the Act or the Bye-Laws of the Company, the A Shares and the B Shares shall rank pari passu and be treated equally in all respects.

6.     Conversion into A Shares.

        No holder of shares in the Company shall be entitled to convert such shares or any of them into A Shares except pursuant to rights attached thereto expressly conferring such entitlement.

32



7.     Consolidation and Sub-division.

        No resolution shall be proposed at any general meeting of the Company for the consolidation or sub-division of any shares of the Company which contemplates that the ratio of the number of A Shares outstanding to the number of B Shares outstanding shall change as a consequence of the passing of the resolution.

8.     Amalgamation Agreement.

        In any case where the Board shall be required to submit an amalgamation agreement for approval to a general meeting of the Company, the A Shares and the B Shares shall be deemed to be of the same class but in Any event shall carry their respective voting rights.

33




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BYE-LAWS of SEA CONTAINERS LTD. (formerly named Sea Containers Atlantic Ltd.)
INTERPRETATION
REGISTERED OFFICE
SHARE CAPITAL AND VARIATION OF RIGHTS
SHARES
CERTIFICATES
LIEN
CALLS ON SHARES
FORFEITURE OF SHARES
REGISTER OF MEMBERS
TRANSFER OF SHARES
TRANSMISSION OF SHARES
INCREASE OF CAPITAL
ALTERATION OF CAPITAL
REDUCTION OF CAPITAL
GENERAL MEETINGS
NOTICE OF GENERAL MEETINGS
PROCEEDINGS AT GENERAL MEETINGS
VOTING
PROXIES AND CORPORATE REPRESENTATIVES
APPOINTMENT AND REMOVAL OF DIRECTORS
RESIGNATION AND DISQUALIFICATION OF DIRECTORS
ALTERNATE DIRECTORS
DIRECTORS' FEES, REMUNERATION AND EXPENSES
DIRECTORS' INTERESTS
POWERS AND DUTIES OF THE BOARD
DELEGATION OF THE BOARD'S POWERS
PROCEEDINGS OF THE BOARD
OFFICERS
MINUTES
SECRETARY
THE SEAL
DIVIDENDS AND OTHER PAYMENTS
RESERVES
CAPITALIZATION OF PROFITS
RECORD DATES
ACCOUNTING RECORDS
AUDIT
SERVICE OF NOTICES AND OTHER DOCUMENTS
WINDING UP
INDEMNITY
EMPLOYEE SHARES
ALTERATION OF BYE-LAWS
TRANSACTIONS INVOLVING CERTAIN INTERESTED PERSONS
Schedule I to the Bye-Laws
Schedule 2 to the Bye-Laws
EX-11 4 a2129410zex-11.htm EXHIBIT 11
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Exhibit 11

Sea Containers Ltd. and Subsidiaries

Statements re Computation of Per Share Earnings
(Reference to common shares includes Class A and Class B shares)

Year ended December 31,

  2003
  2002
  2001
 
  (Dollars in thousands, except per share amounts)

Net earnings:                  
Earnings on common shares—basic   $ 111,370   $ 41,928   $ 4,546
   
 
 
Dividends on convertible cumulative preferred shares   $ 1,088   $   $
   
 
 
Adjusted net earnings on common shares—diluted   $ 112,458   $ 41,928   $ 4,546
   
 
 
Shares used to compute basic earnings per common share (weighted average number of shares outstanding)     21,081,000     20,199,000     18,530,000
Shares used to compute diluted earnings per common share (weighted average number of shares outstanding assuming conversion of convertible cumulative preferred shares and the effect of stock options, in sequencing order, assuming dilutive)     21,637,000     20,221,993     18,557,000
Net earnings per common share:                  
Basic   $ 5.28   $ 2.08   $ 0.24
   
 
 
Diluted   $ 5.20   $ 2.07   $ 0.24
   
 
 

        Dividends on convertible cumulative preferred shares were not included in the 2002 and 2001 computations of diluted earnings on common shares as it would have been anti-dilutive. The number of common shares, assuming conversion of preferred shares, excluded from the calculations was 478,622 for the years ended December 31, 2002 and 2001.





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EX-12 5 a2129410zex-12.htm EXHIBIT 12
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Exhibit 12

Sea Containers Ltd. and Subsidiaries
Computation of Ratios of Earnings to Fixed Charges

Year ended December 31,

  1999
  2000
  2001
  2002
  2003
 
 
  (in thousands, except ratios)

 
Earnings before minority interests and income taxes   $ 66,654   $ 59,146   $ 22,656   $ 59,834   $ 120,682  
Equity in undistributed earnings of unconsolidated companies     (23,804 )   (22,653 )   (26,565 )   (18,698 )   (33,599 )
Add back dividends received     513     585     103     86     358  
   
 
 
 
 
 
Total earnings / (losses) before income taxes   $ 43,363   $ 37,078   $ (3,806 ) $ 41,222   $ 87,441  
   
 
 
 
 
 
Fixed charges:                                
  Interest   $ 124,043   $ 141,959   $ 128,923   $ 130,831   $ 100,067  
  Amortization of finance costs     5,043     5,659     5,787     5,020     4,530  
   
 
 
 
 
 
Total interest     129,086     147,618     134,710     135,851     104,597  
Interest factor of rent expense     105,349     87,933     83,061     56,569     71,888  
   
 
 
 
 
 
Total fixed charges     234,435     235,551     217,771     192,420     176,485  
Capitalized interest     (1,928 )   (1,365 )   (1,815 )   (1,168 )    
   
 
 
 
 
 
Fixed charges (excluding capitalized interest)   $ 232,507   $ 234,186   $ 215,956   $ 191,252   $ 176,485  
   
 
 
 
 
 
Earnings before fixed charges (excluding capitalized interest) and income taxes   $ 275,870   $ 271,264   $ 212,150   $ 232,474   $ 263,926  
   
 
 
 
 
 
Ratio of earnings to fixed charges     1.2     1.2     1.0     1.2     1.5  
   
 
 
 
 
 



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EX-14 6 a2129410zex-14.htm EXHIBIT 14
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Exhibit 14


SEA CONTAINERS LTD.
(the "Company")


Code of Business Practices for
Principal Executive, Financial and Accounting Officers*

        The Company expects honest and ethical conduct from its principal executive officer, principal financial officer and principal accounting officer, or the persons performing similar functions (collectively "Principal Officers"). Their full compliance with this Code is mandatory. In accordance with the rules of the U.S. Securities and Exchange Commission, any amendment to this Code, or waiver under it, must be immediately publicly disclosed.

Conflicts of Interest

The Principal Officers must avoid any personal activity, investment or association that interferes, might interfere, or might appear to interfere, with the independent exercise of good judgment in the Company's best interests. The Principal Officers may not exploit their position or relationship with the Company for personal gain. If a business relationship exists between the Company and a Principal Officer, it must be on an arms-length basis and be subject to review by the Board of Directors. There may be a conflict of interest if a Principal Officer:

    causes the Company to engage in business transactions with relatives or friends;

    receives a loan, or guarantee of obligations, from a third party as a result of the Principal Officer's position in the Company; or

    competes or prepares to compete with the Company while still employed by the Company.

If a Principal Officer has a concern about any particular situation, it should be brought promptly to the attention of the Board of Directors or its Audit Committee.

Accurate Periodic Reports

Full, fair, accurate, timely and understandable disclosures in the Company's reports and other documents filed with the U.S. Securities and Exchange Commission and in other public communications by the Company, are legally required and are important for the success of the Company's business. The Principal Officers must exercise high standards of care in preparing these reports and communications in accordance with the following guidelines:

    All Company accounting records, as well as reports produced from those records, must be in accordance with the laws of each applicable jurisdiction.

    All records must fairly and accurately reflect the transactions or occurrences to which they relate.

    All records must fairly and accurately reflect, in reasonable detail, the Company's assets, liabilities, revenues and expenses.

    The Company's accounting records must not contain any false or intentionally misleading entries.

    No transactions should be intentionally misclassified as to accounts or accounting periods.

    All transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period.

99


    No information should be concealed from the Company's independent auditor.

    Compliance with the Company's system of internal accounting controls is required.

Compliance and Accountability

The Principal Officers are expected to comply with both the letter and spirit of all applicable governmental laws, rules and regulations.

If a Principal Officer fails to comply with this Code, and/or with any applicable laws, he or she will be subject to disciplinary measures, up to and including dismissal from the Company.

Reporting Violations

Any violation or potential violation of this Code or any concern about the Code's application in any particular situation must be promptly reported to the Board of Directors or its Audit Committee. The contact person is Robert M. Riggs.


*
As adopted by the Board of Directors on October 13, 2003.

100




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SEA CONTAINERS LTD. (the "Company")
Code of Business Practices for Principal Executive, Financial and Accounting Officers
EX-21 7 a2129410zex-21.htm EXHIBIT 21
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Exhibit 21


SUBSIDIARIES OF SEA CONTAINERS LTD.

 
  Jurisdiction
of
Organization

Atlantic Maritime Services Ltd.   Bermuda
Contender 2 Ltd.   Bermuda
Fahrschiff Europa K.B.   Finland
Marine Container Insurance Company Ltd.   Bermuda
Paulista Containers Maritimos Ltda.   Brazil
SeaCat Ltd.   Bermuda
SeaCat 2 Ltd.   Bermuda
SeaCat 4 Ltd.   Bermuda
SeaCat 6 Ltd.   Bermuda
SeaCat 7 Ltd.   Bermuda
Sea Containers America Inc.   Delaware
  Subsidiaries of Sea Containers America Inc.    
  Charleston Marine Containers Inc.   Delaware
  Highlands Landing Corp.   Delaware
  SeaCo Texas Properties Inc.   Delaware
  SeaStreak America Inc.   Delaware
Sea Containers Asia Pte. Ltd.   Singapore
Sea Containers Australia Ltd.   Australia
  Sea Containers Australia No. 3 Pty Ltd.
(subsidiary of Sea Containers Australia Ltd.)
  Australia
  International Reefer Services Pty Ltd.
(subsidiary of Sea Containers Australia No. 3 Pty Ltd.)
  Australia
Sea Containers Brasil Ltda.   Brazil
  Brasiluvas Agricola Ltda.
(subsidiary of Sea Containers Brasil Ltda.)
  Brazil
Sea Containers Properties Ltd.   Bermuda
Sea Containers SPC Ltd.   Bermuda
Sea Containers U.K. Ltd.   U.K.

101


  Ferry and Port Holdings Ltd.
(subsidiary of Sea Containers U.K. Ltd.)
  U.K.
  Subsidiaries of Ferry and Port Holdings Ltd.
Illustrated London News and Sketch Ltd.
 
U.K.
  Sea Containers Ferries Ltd.   U.K.
    Subsidiaries of Sea Containers Ferries Ltd.    
    Hoverspeed GB Ltd.   U.K.
    Hoverspeed Ltd.   U.K.
      Subsidiaries of Hoverspeed Ltd.    
      Hoverspeed (1981) Ltd.   U.K.
      Hoverspeed (Kent) Ltd.   U.K.
      Hoverspeed Services Ltd.   U.K.
    Sea Containers Ferries Scotland Ltd.   U.K.
  Sea Containers Ports Ltd.   U.K.
    Folkestone Properties Ltd.
(subsidiary of Sea Containers Ports Ltd.)
  U.K.
  Sea Containers British Isles Ltd.
(subsidiary of Sea Containers U.K. Ltd.)
  U.K.
  Subsidiaries of Sea Containers British Isles Ltd.
Fairways and Swinford (Travel) Ltd.
 
U.K.
  GNER Holdings Ltd.   U.K.
    Great North Eastern Railway Ltd.
(subsidiary of GNER Holdings Ltd.)
  U.K.
  Hart, Fenton & Co. Ltd.   U.K.
  Sea Containers Chartering Ltd.   U.K.
  Sea Containers House Management Ltd.   U.K.
  Sea Containers Italia Holdings S.r.l.   Italy
    SuperSeaCat Italia S.r.l.
(subsidiary of Sea Containers Italia Holdings S.r.l.)
  Italy
  Sea Containers Property Services Ltd.   U.K.
    Subsidiaries of Sea Containers Property Services Ltd.    
    Newhaven Marina Ltd.   U.K.
    Riverside (Newhaven) Management Co. Ltd.   U.K.
    Tortington Manor Management Co. Ltd.   U.K.
  Sea Containers Railway Services Ltd.   U.K.
  Sea Containers Services Ltd.   U.K.
    Periandros S.A.
(subsidiary of Sea Containers Services Ltd.)
  Greece
  Yorkshire Marine Containers Ltd.   U.K.
Silja Holdings Ltd.   U.K.

102


  Silja Oyj Abp
(subsidiary of Silja Holdings Ltd.)
  Finland
  Subsidiaries of Silja Oyj Abp
Crown Cruise Line Inc. S.A.
 
Panama
  Sally Ab   Finland
  SeaWind Line AB   Sweden
  SeaWind Line Oy Ab   Finland
  Silja Cruise AB   Sweden
  Silja Line AB   Sweden
  Silja Line Eesti A/S   Estonia
  Silja Line G.m.b.H.   Germany
Société Bananière de Motobe S.A.   Ivory Coast
SuperSeaCat 1 Ltd.   Bermuda
SuperSeaCat 2 Ltd.   Bermuda
SuperSeaCat 3 Ltd.   Bermuda
SuperSeaCat 4 Ltd.   Bermuda

103




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SUBSIDIARIES OF SEA CONTAINERS LTD.
EX-23 8 a2129410zex-23.htm EXHIBIT 23
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Exhibit 23


CONSENTS OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in Registration Statement No. 33-29576 and the related Prospectus (1986 Stock Option Plan) of Sea Containers Ltd. on Form S-8 of our report dated March 12, 2004 (which report on the consolidated financial statements expresses an unqualified opinion and includes an explanatory paragraph referring to the adoption by Sea Containers Ltd. of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets", effective January 1, 2002) appearing in this Annual Report on Form 10-K of Sea Containers Ltd. and subsidiaries for the year ended December 31, 2003.

We consent to the incorporation by reference in Registration Statement No. 33-76840 and the related Prospectus (Dividend Reinvestment and Share Purchase Plan) of Sea Containers Ltd. on Form S-3 of our report dated March 12, 2004 (which report on the consolidated financial statements expresses an unqualified opinion and includes an explanatory paragraph referring to the adoption by Sea Containers Ltd. of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets", effective January 1, 2002) appearing in this Annual Report on Form 10-K of Sea Containers Ltd. and subsidiaries for the year ended December 31, 2003.

We consent to the incorporation by reference in Registration Statement No. 333-11588 and the related Prospectus (Debt Securities Shelf Offering) of Sea Containers Ltd. on Form S-3 of our report dated March 12, 2004 (which report on the consolidated financial statements expresses an unqualified opinion and includes an explanatory paragraph referring to the adoption by Sea Containers Ltd. of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets", effective January 1, 2002) appearing in this Annual Report on Form 10-K of Sea Containers Ltd. and subsidiaries for the year ended December 31, 2003.

We consent to the incorporation by reference in Registration Statement No. 333-13356 and the related Prospectus (1997 Stock Option Plan) of Sea Containers Ltd. on Form S-8 of our report dated March 12, 2004 (which report on the consolidated financial statements expresses an unqualified opinion and includes an explanatory paragraph referring to the adoption by Sea Containers Ltd. of Statement of Financial Accounting Standards SFAS No. 142, "Goodwill and Other Intangible Assets", effective January 1, 2002) appearing in this Annual Report on Form 10-K of Sea Containers Ltd. and subsidiaries for the year ended December 31, 2003.

We consent to the incorporation by reference in Registration Statement No. 333-87826 and the related Prospectus (Silja Put Optionees) of Sea Containers Ltd. on Form S-3 of our report dated March 12, 2004 (which report on the consolidated financial statements expresses an unqualified opinion and includes an explanatory paragraph referring to the adoption by Sea Containers Ltd. of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets", effective January 1, 2002) appearing in this Annual Report on Form 10-K of Sea Containers Ltd. and subsidiaries for the year ended December 31, 2003.

We consent to the incorporation by reference in Registration Statement No. 333-112200 and the related Prospectus (Share Shelf Offering) of Sea Containers Ltd. on Form S-3 of our report dated March 12, 2004 (which report on the consolidated financial statements expresses an unqualified opinion and includes an explanatory paragraph referring to the adoption by Sea Containers Ltd. of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets", effective January 1, 2002) appearing in this Annual Report on Form 10-K of Sea Containers Ltd. and subsidiaries for the year ended December 31, 2003.



/s/  
DELOITTE & TOUCHE LLP    

New York, New York
March 12, 2004


 


 

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EX-31 9 a2129410zex-31.htm EXHIBIT 31
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Exhibit 31


SEA CONTAINERS LTD.

Rule 13a-14(a)/15d-14(a) Certification

I, James B. Sherwood, President of Sea Containers Ltd., certify that:

        1.     I have reviewed this annual report on Form 10-K of Sea Containers Ltd. for the year ended December 31, 2003;

        2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

        3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

        4.     The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

            a)    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

            b)    evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

            c)     disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

        5.     The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

            a)    all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

            b)    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: March 15, 2004 /s/  JAMES B. SHERWOOD      
James B. Sherwood
President
(Chief Executive Officer)

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SEA CONTAINERS LTD.

Rule 13a-14(a)/15d-14(a) Certification

I, Daniel J. O'Sullivan, Senior Vice President—Finance and Chief Financial Officer of Sea Containers Ltd., certify that:

        1.     I have reviewed this annual report on Form 10-K of Sea Containers Ltd. for the year ended December 31, 2003;

        2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

        3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

        4.     The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

            a)    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

            b)    evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

            c)     disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

        5.     The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

            a)    all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

            b)    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: March 15, 2004 /s/  DANIEL J. O'SULLIVAN      
Daniel J. O'Sullivan
Senior Vice President—Finance
and Chief Financial Officer

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SEA CONTAINERS LTD. Rule 13a-14(a)/15d-14(a) Certification
EX-32 10 a2129410zex-32.htm EXHIBIT 32
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Exhibit 32


SEA CONTAINERS LTD.

Section 1350 Certification

The undersigned hereby certify that this report of Sea Containers Ltd. for the periods presented fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods presented in the report.

/s/  JAMES B. SHERWOOD      
James B. Sherwood
President
(Chief Executive Officer)
  /s/  DANIEL J. O'SULLIVAN      
Daniel J. O'Sullivan
Senior Vice President — Finance
and Chief Financial Officer
Dated: March 15, 2004    

        [A signed original of this written certification has been provided to Sea Containers Ltd. and will be retained by Sea Containers Ltd. and furnished to the U.S. Securities and Exchange Commission or its staff upon request.]

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SEA CONTAINERS LTD. Section 1350 Certification
EX-99.(B) 11 a2129410zex-99_b.htm EX-99.(B)
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Exhibit 99(b)

        [EXCERPT FROM FORM 10-K ANNUAL REPORT OF ORIENT-EXPRESS HOTELS LTD (FILE NO. 1-16017) FOR THE YEAR ENDED DECEMBER 31, 2003]


ITEM 1. Business

        Orient-Express Hotels Ltd. (the "Company" and, together with its subsidiaries, "OEH") is incorporated in the Islands of Bermuda and is a "foreign private issuer" as defined in Rule 3b-4 under the Securities Exchange Act of 1934 (the "1934 Act") and in Rule 405 under the Securities Act of 1933. As a result, it is eligible to file this annual report pursuant to Section 13 of the 1934 Act on Form 20-F (in lieu of Form 10-K) and to file its interim reports on Form 6-K (in lieu of Forms 10-Q and 8-K). However, the Company elects to file its annual and interim reports on Forms 10-K, 10-Q and 8-K, and does so as those forms apply to foreign private issuers.

        These reports and amendments to them are available free of charge on the internet website of the Company as soon as reasonably practicable after they are filed electronically with the U.S. Securities and Exchange Commission ("SEC"). The internet website address is http://www.orient-express.com.

        Pursuant to Rule 3a12-3 under the 1934 Act regarding foreign private issuers, the proxy solicitations of the Company are not subject to the disclosure and procedural requirements of Regulation 14A under the 1934 Act, and transactions in its equity securities by its officers, directors and significant shareholders are exempt from Section 16 of the 1934 Act.

Introduction

        OEH is a hotel and leisure group focused on the luxury end of the leisure market. It currently owns and/or part owns and manages 39 properties consisting of 30 highly individual deluxe hotels worldwide, three restaurants, five tourist trains and a river cruiseship. OEH acquires or manages only very distinctive properties in areas of outstanding cultural, historic or recreational interest in order to provide luxury lifestyle experiences for the elite traveler.

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GRAPHIC

        The locations of OEH's various properties are shown in the map above, where they number 35 because the Hotel Cipriani and Palazzo Vendramin are both in Venice, the Hotel Splendido and Splendido Mare are both in Portofino, and three separate safari lodges operate as a unit in Botswana. These seven properties bring the total to 39.

        Hotels and restaurants represent the largest segment of OEH's business, contributing 85% of revenue in 2003. Tourist trains and cruises accounted for the remaining 15%. OEH's worldwide portfolio of hotels currently consists of 2,965 individual guest rooms and multiple-room suites, each known as a "key". Those owned in 2003 achieved an average daily room rate ("ADR") of $340 and a revenue per available room ("RevPAR") of $184. Approximately two-thirds of OEH's customers are leisure travelers, with approximately 51% of guests in 2003 originating from the United States, 34% from Europe and the remaining 15% from elsewhere in the world.

        Revenue, operating earnings and identifiable assets of OEH in 2001, 2002 and 2003 for its business segments and geographic areas are presented in Note 15 to the Financial Statements (Item 8 below).

        At the present time, Sea Containers Ltd. owns a 42% equity interest in OEH. See "OEH's Relationship with Sea Containers Ltd." below.

Owned Hotels—Europe

    Italy

        The Hotel Cipriani and Palazzo Vendramin—103 keys—in Venice were built for the most part in the 1950s and are located on three acres on Giudecca Island opposite the Piazza San Marco. Most of the rooms have views over the Venetian lagoon. Features include fine cuisine in three indoor and outdoor restaurants, gardens and terraces encompassing an Olympic-sized swimming pool, a tennis court and a private boat service to the Piazza San Marco. OEH acquired in 2000 an historic warehouse building adjacent to the hotel where, after light refurbishment, banquets and meetings can be held,

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thereby freeing up space in the main hotel. Accordingly a large deluxe suite was added in 2002 and six more new keys are planned. In 2004, a spa will be built.

        The Hotel Splendido and Splendido Mare—82 keys—overlook picturesque Portofino harbor on the Italian Riviera. Set on four acres, the main hotel was built in 1901 and is surrounded by gardens and terraces which include a swimming pool and tennis court. There are two open-air and enclosed restaurants as well as banquet/meeting rooms, and a shuttle bus linking the two parts of the resort. OEH acquired the Splendido Mare during 2001, having previously operated it under a long-term lease. Several of the guest rooms in the main hotel will be refurbished and enlarged in 2004.

        The Villa San Michele—45 keys—is located in Fiesole, a short distance from Florence. Originally built as a monastery in the 15th century with a façade attributed to Michelangelo, it has stunning views over historic Florence and the Arno River Valley. OEH has remodelled and expanded the guest accommodation to luxury standards, including the addition of a swimming pool. A shuttle bus service is provided into Florence. The property occupies ten acres. OEH has planning permission to add a further two keys and a spa.

        These Italian properties are seasonal and are closed for varying periods during the winter.

        OEH is rebuilding with up to 60 keys the Hotel Caruso in Ravello on three hill-top acres overlooking the Amalfi coast near Naples. Parts of the property date back to the 11th century. OEH has received grants from the European Union to help finance this redevelopment. Because of delays in obtaining local government planning permits, management does not expect to re-open the hotel until 2005.

    Portugal

        Reid's Palace—164 keys—is the most famous hotel on the island of Madeira, situated on ten acres of semitropical gardens on a cliff top above the sea and the bay of Funchal, the main port city. Opened in 1891, the hotel has four restaurants and meeting facilities. Leisure and sports amenities include two fresh water swimming pools, a third tide-filled pool, tennis courts, ocean water sports and access to two championship golf courses. It is particularly favored in the British and German leisure markets and has year round appeal, serving both winter escapes to the sun and regular summer holidays. In 2004, a new spa and restaurant will be built and the meeting facilities will be reorganized as a conference center.

        The Lapa Palace—109 keys—is in the embassy district of Lisbon, near the city center and overlooking the Tagus River. The historic part of the hotel was originally built in the 1870s as the palace of a Portuguese noble family. It opened as a luxury hotel in 1992 after extensive conversion and expansion, including the addition of conference facilities and underground car parking. The hotel is set amid gardens with ornamental fountains and both indoor and outdoor swimming pools, occupying a total of three acres. During 2003, all of the guest rooms in the hotel's historic part were refurbished. OEH owns an adjoining parcel of land suitable for development and has applied for planning permission to add up to 46 more keys.

        OEH owned for many years the Hotel Quinta do Lago with 141 keys near Faro in the Algarve region, a popular golf destination, until November 2003 when the property was sold. See Note 2(b) to the Financial Statements.

    Elsewhere in Europe

        Hôtel de la Cité—61 keys—is located in the central square of the beautiful walled medieval town of Carcassonne, France near Toulouse. Opened in 1909, the hotel incorporates one of the 50 watch towers in Carcassonne's ancient fortifications and features two restaurants, gardens, a swimming pool and a nearby conference center, altogether occupying two acres. One of the restaurants has been

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awarded one star for fine dining by the influential Michelin Guide. The hotel also owns and operates a canal barge on the Canal du Midi providing day excursions for guests.

        In February 2002, OEH acquired La Residencia—62 keys—located in the charming village of Deià on the rugged northwest coast of the island of Mallorca, Spain in the Mediterranean. Mallorca is a popular European tourist destination throughout the year. The core of La Residencia was created from two adjoining 16th and 17th century country houses set on a hillside site of 30 acres. The hotel features three restaurants including the gourmet El Olivio, one of the foremost on the island, as well as two large outdoor swimming pools, tennis courts and a spa with an indoor pool. OEH is currently refurbishing the guest rooms and added three large suites in 2003. In 2004, the front entrance, one of the restaurants and the spa will be renewed.

        Also in February 2002, OEH acquired Le Manoir aux Quat' Saisons—32 keys—in Oxfordshire, England about an hour's drive west of London. The main part of the hotel is a 16th century manor house set in 27 acres of gardens. The property was developed by Raymond Blanc, one of Britain's most famous chefs, and the hotel's restaurant has two stars in the Michelin Guide, placing it among the best in the British Isles. Mr. Blanc has given a long-term commitment to remain the chef at the hotel.

Owned Hotels—North America

    United States

        The Windsor Court—324 keys—opened in 1984 and is located in the central business district of New Orleans near the French Quarter and the Mississippi riverfront. Harrah's operates the only land-based casino in Louisiana across the street from the hotel. Each room has panoramic views over the river or the city. Facilities include three restaurants and lounges, a roof-top ballroom, several other banquet and meeting rooms, an outdoor swimming pool and a health club. The hotel's interior décor features a collection of historic European art and antique furniture. In 2004, the hotel plans to begin building a conference center on a nearby owned lot, for which it has planning permission, catering to small and medium sized business meetings.

        Keswick Hall—48 keys—is located in the rolling countryside of central Virginia, near Charlottesville. Originally a private home dating from 1912, it is popular for weekend breaks and business meetings because of the natural beauty of the area and the adjacent Keswick Club which features tennis courts, swimming pool, and an Arnold Palmer-designed golf course. The total site occupies 600 acres including vacant land around the golf course being sold in parcels for residential development. In 2004, management plans to add a restaurant, reconfigure its meeting space and build nine new keys in cottages near the hotel.

        The Inn at Perry Cabin—81 keys—was built in 1812 as a country inn and is located in St. Michaels, Maryland on the eastern shore of Chesapeake Bay. Set on 25 shoreside acres that include a health club, indoor and outdoor swimming pools, and boating and fishing on the Bay, it is an attractive conference and vacation destination, particularly for the Washington, D.C. market. A major renovation of the hotel took place in 2002 and 2003 with the addition of 40 keys and a new conference facility. In 2004, a spa will be built.

    Caribbean

        La Samanna—81 keys—is located on the island of St. Martin in the French West Indies. Built in 1973, the hotel has two restaurants and comprises several buildings on ten acres of land along a 4,000-foot beach. Amenities include a freshwater swimming pool, a spa, tennis courts, fitness and conference centers, boating and ocean water sports. The hotel owns an adjacent 45 acres of land available for future development, and plans to begin developing in 2004 up to 150 vacation apartments with shops, a restaurant and a marina on part of this land which OEH would sell and retain

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management. The hotel is open most of the year, seasonally closing during the autumn months. The hotel has also been closed for short periods in the past due to hurricane damage and is insured for this risk.

    Mexico

        In March 2002, OEH acquired a 75% interest in Maroma Resort and Spa—58 keys—on Mexico's Caribbean coast 25 miles south of Cancun's international airport. OEH manages the hotel with continuing support from the previous owner, who retains a 25% interest over which OEH has a right of first refusal to acquire in certain circumstances. The resort opened in 1995 and has 25 acres of land, including some for future expansion, along a 750-foot beach with the Cozumel barrier reef offshore where guests may fish, snorkel and scuba-dive. Important Mayan archaeological sites are also nearby. Rooms are arranged in low-rise villas and there are extensive spa facilities. OEH plans the addition of up to eight new keys in 2004.

Owned Hotels—Rest of the World

    South America

        Built in the 1920s on a three-acre site facing Copacabana Beach near the central business district of Rio de Janeiro, Brazil, the Copacabana Palace—225 keys—is one of the most famous in South America and features two gourmet restaurants, a 500-seat theater, several spacious function and meeting rooms, a large swimming pool and health club, and a roof-top tennis court and pool. Future expansion is planned subject to obtaining government planning permission.

        The Miraflores Park Hotel—81 keys—is located in an exclusive residential district of Lima, Peru surrounded by parkland and looking out at the Pacific Ocean, yet near the commercial and cultural center of the city. Opened in 1997, the hotel has a large ballroom, outdoor pool, health and beauty facilities and a business center for guests, and occupies about one acre of land. OEH has planning permission to expand.

    Southern Africa

        The Mount Nelson Hotel—226 keys—in Cape Town, South Africa is an historic property opened in 1899 with beautiful gardens and pools and has long enjoyed a reputation as one of the foremost hotels on the African continent. It stands just below Table Mountain and is within walking distance of the main business, civic and cultural center of the city. The hotel has a ballroom, two swimming pools, tennis courts and a fitness center, all situated on ten acres of grounds and gardens. Expansion is planned through incorporation into the hotel of owned adjoining residential properties starting with a spa in 2004.

        The Westcliff Hotel—119 keys—is the only garden hotel in Johannesburg, South Africa, situated on six hillside acres with views over the city's zoo and park. Its resort amenities include two swimming pools, a tennis court and health club, and the hotel attracts business guests because of its proximity to the city center. It opened in 1998, and during 2003, OEH added a banquet and conference center on adjacent expansion land.

        Orient-Express Safaris—39 keys total—consist of three separate game-viewing lodges in Botswana called Khwai River Lodge, Eagle Island Camp and Savute Elephant Camp. Established in 1971, OEH leases the lodge sites in the Okavango River delta and nearby game reserves, where some of the best wildlife in Africa can be observed from open safari vehicles or boats. Each camp has 12 or 15 twin-bedded deluxe tents, and guests travel between the camps by light aircraft. Boating, fishing, hiking and swimming are offered at the various sites.

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    Australia

        The Observatory Hotel—96 keys—is in Sydney within walking distance of the central business district of the city. This hotel opened in 1993 and has two restaurant and lounge areas, extensive meeting and banquet rooms, a health club with indoor swimming pool, a tennis court and a large parking garage on a site of about one acre. OEH has planning permission to add keys in a new top floor to the hotel.

        The Lilianfels Hotel—85 keys—is in the Blue Mountains National Park west of Sydney. It is named after the original estate house, dating from 1890, where the hotel's gourmet restaurant is located. The main hotel, built in 1992, has a second restaurant and conference facilities. The resort's four acres of grounds encompass an indoor swimming pool, health club and spa, tennis court and extensive gardens with views over the Blue Mountains. The hotel was completely refurbished in 2003, and there is expansion land to add keys in the future.

    French Polynesia

        The Bora Bora Lagoon Resort—80 keys—opened in 1993 and has bungalows situated over the lagoon water plus additional beach and garden bungalows, all built in traditional Tahitian style on a 12-acre site. Guests dine in two restaurants and enjoy extensive water sports and tennis. A major renovation program at this property was recently completed involving a new swimming pool, spa and conference facility.

Hotel Management Interests

        In April 2003, through a 50%/50% joint venture company with a Spanish investment company, OEH acquired the famous Hotel Ritz—167 keys—in central Madrid near the financial district, Madrid Stock Exchange, Spanish Parliament and many of the city's well known tourist attractions like the Prado Museum, Royal Palace and Retiro Park. See Note 2(a) to the Financial Statements. Opened in 1910, the hotel has four spacious conference and banqueting suites, an indoor restaurant and the famous Ritz Terrace restaurant outdoors in the gardens. OEH manages the hotel under an exclusive long-term contract and plans extensive capital improvements with its 50% partner.

        The Charleston Place—442 keys—is located in the heart of historic Charleston, South Carolina, a popular destination for tourists, groups and business meetings. Opened in 1986, the hotel has two restaurants, extensive banqueting and conference space including a grand ballroom, a health club with spa and swimming pool and roof-top tennis court, and a shopping arcade of 25 retail outlets leased to third parties. The hotel also owns the adjacent historic Riviera Theater remodelled as an additional conference facility and three retail shops. Development of more meeting space is planned by enclosing one of the hotel's courtyards. OEH has a 19.9% ownership interest in the hotel, manages the property under an exclusive long-term contract, and receives interest on partnership loans which it assumed at the time of its original investment and other loans made since then.

        OEH has a 50%/50% joint venture with local investors in Peru which, under exclusive management of OEH, operates the following two hotels under 20-year renewable leases which commenced in 1995.

6


        The Hotel Monasterio—124 keys—is located in the ancient Inca capital of Cusco, the most important tourist destination in Peru. OEH is upgrading and expanding the property which includes a long-term lease on the adjoining Nazarenas convent for future development, a total site of about three acres. The hotel was originally built as a Spanish monastery in the 16th century and was converted to hotel use in 1995. The deluxe guest rooms and suites and two restaurants are arranged around open-air cloisters. Because of Cusco's high altitude, specially oxygenated ventilation has been added to some of the refurbished rooms.

        The Machu Picchu Sanctuary Lodge—31 keys—is the only hotel in the vicinity of the famous mountaintop Inca ruins. All of the rooms have been refurbished to a high standard. The joint venture also has a lease on seven acres at the foot of the ruins, close to the town where tourists arrive by train and where a larger hotel could be built, but it is unlikely that this project would be started for several years given the time required for permits, design and construction.

Restaurants

        OEH owns '21' Club, the famous landmark restaurant in mid-town New York City. Originally a speakeasy during Prohibition in the 1920s, this restaurant is open to the public, occupies three brownstone buildings in midtown Manhattan and features gourmet American cuisine. It serves à la carte meals in the original bar restaurant and a separate dining room refurbished in 2002, and also has a number of banqueting rooms used for functions, including the famous secret wine cellar.

        OEH has a 49% interest in Harry's Bar, a private dining club in the Mayfair area of London. The majority partner manages the restaurant with assistance from OEH's Italian hotels. Its menu features gourmet Italian cuisine. OEH has a right of first refusal to acquire the remaining interest in this property under certain conditions.

        OEH has re-established the famous La Cabaña steak house in Buenos Aires dating from the 1920s. OEH bought the contents and name of the restaurant some years ago and, after relocating to the La Recoleta area of the city, reopened in September 2003. The main dining room features a traditional open fire where steaks are seared, and three private dining rooms have regional Argentine themes.

        The purchase of two hotels in Spain and England in February 2002, as noted under "Owned Hotels—Europe" above, included a 50% interest in a group of four restaurants called Le Petit Blanc in England. OEH disposed of its interest in 2003.

Tourist Trains and Cruises

        OEH's principal European tourist trains, called the Venice Simplon-Orient-Express, operate in two parts in a regularly scheduled overnight service between London and Venice and on short excursions in southern England. OEH owns 30 railway cars originally used on the historic "Orient-Express" and other famous European trains. All have been refurbished in original 1920s/1930s décor and meet modern safety standards. The services offered are a continuation of, and are marketed as, the Orient- Express trains of pre-World War II years. One train is based in Great Britain composed entirely of Pullman cars with a capacity for up to 250 passengers. The other on the Continent is made up of Compagnie Internationale des Wagons-Lits et du Tourisme sleeping cars and day coaches with capacity for up to 180 passengers. They operate once or twice weekly principally between London and Venice from March to November each year via Paris, Zurich and Innsbruck on a scenic route through the Alps. Passengers travel under the English Channel by bus on the Eurotunnel shuttle train. Occasional trips are also made from time to time to Rome, Prague and Istanbul and other European destinations.

        The British Pullman cars of Venice Simplon-Orient-Express operate all year, originating out of London on short excursions to places of historic or scenic interest in southern England, including some

7



overnight trips when passengers stay at local hotels. Both the British and Continental trains are available for private charter.

        The Northern Belle tourist train offers day trips and charter service principally in the north of Britain. It builds on the success of OEH's British Pullman business, which focuses on the south of England around London. This train consists of six dining cars elegantly decorated to be reminiscent of old British "Belle" trains of the 1930s, plus related service cars, and can carry up to 250 passengers. Full course gourmet meals are served on board and passengers stay in local hotels on overnight itineraries.

        PeruRail is a 50%/50% joint venture between OEH and Peruvian partners formed to operate part of the state-owned railways in Peru under a 30-year franchise acquired in 1999 with possible extension for a further 30 years. The joint venture pays the government a fee related to traffic levels which can be offset until 2009 against investment in track improvements. The 70-mile Cusco-Machu Picchu line carries mainly tourists visiting the famous Inca ruins, the principal means of access because there is no convenient road. A second rail line runs from Cusco to Matarani on the Pacific Ocean via Puno on Lake Titicaca and Arequipa and principally serves freight traffic at present. The Cusco-Machu Picchu line connects two of OEH's Peruvian hotels allowing creation of inclusive packages. OEH operates a deluxe daytime tourist train service on the Cusco-Puno route through the High Andes mountains using refurbished PeruRail passenger cars, and a 1920s steamer included in the franchise on day excursions for tourists on Lake Titicaca. In 2003, OEH began a deluxe tourist train service on the Cusco-Machu Picchu route using carriages acquired in Singapore.

        The Eastern & Oriental Express in Southeast Asia makes up to one round trip each week between Singapore, Kuala Lumpur and Bangkok. The journey lasts about 48 hours each way and includes two nights on board and side trips to Penang in Malaysia and the River Kwai in Thailand. Some overnight trips are also made from Bangkok to Chiang Mai and elsewhere in Thailand. Originally built in 1970, the 24 cars were substantially rebuilt to an elegant oriental style of décor and fitted with modern facilities such as air-conditioning and private bathrooms. The train is made up of sleeping cars with three types of berths, three restaurant cars, a bar car and an open air observation car and can carry 125 passengers. The Eastern & Oriental Express is available for charter by private groups. OEH manages the train exclusively and has a 25% shareholding in the owning company.

        OEH owns and operates a deluxe river cruiseship on the Irrawaddy River in central Burma, or Myanmar, called the Road to Mandalay. The ship was a Rhine River cruiser built in 1964 which OEH bought and refurbished. It has 66 air-conditioned cabins with private bathrooms, spacious restaurant and lounge areas and a canopied sun deck with swimming pool. The ship travels between Mandalay and Pagan up to eight times each month and carries 126 passengers who enjoy sightseeing along the river and guided shore excursions to places of historic interest. Five to eight night itineraries are offered including airfare to and from the ship and hotel accommodation in Rangoon. OEH also operates occasional cruises to different destinations, such as to Bhamo in the north of the country close to the China border. The ship does not operate in the hot summer season and occasionally when the water level of the Irrawaddy River falls below normal levels due to lack of rainfall.

        OEH managed for Queensland Rail the Great South Pacific Express deluxe tourist train in Australia until June 2003 when the state railway suspended service because of the decline in long-haul tourist numbers to Australia from abroad in 2002 and 2003. Comprised of 21 day and sleeping carriages, the train was based in Brisbane and traveled along the east coast on overnight itineraries south to Sydney and north to Cairns stopping at tourist destinations along the route. OEH has retained a right of first refusal to acquire the Great South Pacific Express carriages if Queensland Rail decides to sell them during 2004.

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Pansea Hotels

        On February 2, 2004, OEH announced it was making an $8,000,000 investment in the Pansea group of five deluxe hotels in Southeast Asia. The properties are located in Luang Prabang, Laos; Koh Samui, Thailand; Rangoon, Burma; Siem Reap, Cambodia; and Bali, Indonesia. They total 234 keys at present but all are capable of expansion. A second hotel in Bali is under development. These hotels are not included in the discussion above because OEH will not manage them but will market them along with its other properties, in particular the Eastern & Oriental Express tourist train and the Road to Mandalay cruiseship.

        The investment has been structured as an $8,000,000 loan at 5% annual interest to the Pansea Asia holding company, convertible after three years into about 25% of the company's shares. At that time OEH has an option to acquire all of the shares. OEH has a further option to acquire all of the shares after five years, at which time the existing shareholders have the right to sell their shares to OEH at the same price. OEH paid $1,400,000 for its option rights. The loan conversion price and option exercise prices are based on multiples of the holding company's net book value or its earnings before interest, tax, depreciation and amortization, less the holding company's debt. The loan proceeds are to be used primarily to expand the existing Pansea properties and to fund new properties in the region.

Management Strategies

        As the foregoing indicates, OEH has a mix of hotel and other deluxe travel products that are geographically diverse and appeal to the high-end leisure market, reflecting an important management strategy. As a result, about two-thirds of annual revenue derives from leisure customers while corporate/ business travel accounts for the rest.

        OEH benefits from trends and developments favorably impacting the world hotel, travel and leisure markets, including strong demand growth trends in the luxury hotel market in many parts of the world, increased travel and leisure spending by consumers, favorable demographic trends in relevant age and income brackets of U.S. and European populations, and increased online travel bookings. These trends suffered a setback since 2001 due to slowing national economies, the shock of terrorist attacks, the build-up and aftermath of the wars in Afghanistan and Iraq and the SARS epidemic. Management believes that the public's confidence in world travel is returning and demand for luxury hotel and tourist products will resume.

        For the future, OEH plans to grow its business by increasing RevPAR and earnings at its established properties and newer acquisitions, by expanding existing hotel and restaurant properties where land or space is already available, by increasing the utilization of its tourist trains and cruiseship to add trips, and by acquiring additional distinctive luxury properties throughout the world. Factors in OEH's evaluation of a potential acquisition include the uniqueness of the property, attractions for guests in the vicinity, acceptability of initial investment returns, visible upside potential such as by pricing, expansion or improved marketing, limitations on nearby competition, and convenient access.

        OEH management plans to continue owning or part owning and managing most OEH properties. Ownership encourages OEH to develop the distinctive character of its properties and allows it to benefit from all of the current cash flow and future capital gains should it sell a property. Self-management has enabled OEH to capture the economic benefits otherwise shared with a third-party manager, to control the operations, quality and expansion of the hotels, and to use its experience with price changes, expansions and renovations to improve cash flow and enhance asset values.

        Many of OEH's individual properties, such as the Hotel Cipriani and '21' Club, have distinctive local brand identities. OEH links these together under its umbrella "Orient-Express Hotels" name

9



which originated with the legendary luxury European train in the late 19th and early 20th centuries and which is recognizable worldwide and synonymous with sophisticated travel and refined elegance.

Marketing, Sales and Public Relations

        OEH's sales and marketing function is based upon direct sales, cross-selling to existing customers and public relations. OEH has a global sales force of over 220 persons in 40 locations. Hotel marketing is coordinated through OEH's regional sales offices mainly in New York, Paris, Frankfurt and London while the tourist trains and cruiseship are marketed through sales and reservations offices in Providence (Rhode Island), London, Paris, Cologne, Tokyo, Singapore and Cusco. OEH also has local sales representatives at many of the hotels. The responsibilities of OEH's sales staff include promoting special events, working with group and corporate account representatives and planning direct mail efforts. OEH belongs to a number of international organizations, such as "The Leading Hotels of the World" and "Preferred Hotels and Resorts Worldwide", to promote its properties in conjunction with other non-branded, luxury operators.

        Internet usage is an important direct sales tool. Through OEH's website (www.orient-express.com), with its prize-winning design, OEH offers direct reservations services to customers. On-line sales have lower transaction costs by saving travel agent commissions and tour operator discounts. The internet also enhances marketing exposure and increases distribution.

        Because repeat customers appreciate the consistent quality of OEH's hotels, trains and restaurants, an important aspect of its strategy is to promote other OEH properties through various cross-selling efforts. These include direct mail to existing customers, in-house brochures and promotions, discounted special offers, and OEH's "Orient-Express Travel Club" website and in-house "Orient-Express Magazine". OEH also sells luxury souvenir goods branded with the names of its travel products.

        OEH's marketing strategy also focuses on public relations, which it believes is a highly cost-effective marketing tool for luxury properties. Because of the unique nature of the OEH properties, guests are more likely to hear about OEH's hotels and tours through word-of-mouth or magazine or newspaper articles rather than through direct advertising. OEH has two in-house public relations offices in London and New York and representatives in 13 countries worldwide, including contracts with third-party public relations firms, to promote its properties through travel magazines, newspapers and other media. During 2003, OEH hosted over 1,700 journalists at its various properties. As a result, about 6,000 articles and stories were published or broadcast about OEH's properties, many in publications with large local, regional or international circulations.

Industry Awards

        OEH has gained a worldwide reputation for quality and service in the luxury segment of the leisure and business travel market. Over the years, OEH's properties have won numerous national and international awards given by trade or consumer publications such as Conde Nast Traveller, Gourmet, Travel & Leisure and Tatler and private subscription newsletters such as Andrew Harper's Hideaway Report, or industry bodies such as the American Automobile Association. The awards are based on opinion polls of their readers or the professional opinion of journalists or panels of experts. The awards are believed to influence consumer choice and are therefore highly prized.

Competition

        OEH competes for hotel and restaurant acquisition opportunities with others who may have substantially greater financial resources. This competition may have the effect of increasing OEH's acquisition costs, reducing the number of suitable investment opportunities offered to OEH and increasing the bargaining power of property owners seeking to sell or to enter into management agreements.

10



        Competition for guests in the hospitality industry is based generally on the convenience of location, the quality of the property, pricing, range and quality of food services and amenities offered, types of cuisine, and name recognition. Demographic, geographic or other changes in one or more of OEH's markets could impact the convenience or desirability of the sites of OEH's hotels and restaurants, and so could adversely affect their profitability. Also, new or existing competitors could significantly lower prices or offer greater conveniences, services or amenities or significantly expand, improve or introduce new facilities in markets in which OEH's hotels and restaurants compete.

        OEH's strategy is to acquire only hotels which have special locations and distinctive character. Many are in areas with unique local history or high entry barriers because of zoning restrictions. OEH builds its competitive advantage further by offering high quality service and cuisine, often with a local flavor. Typically, therefore, OEH competes by providing a special combination of location, character, cuisine and service rather than relying on price competition.

        OEH's luxury trains have no direct competitors. Other trains exist on similar routes, but management believes OEH's trains and onboard service are so unique that guests consider an OEH train more as a luxury experience and an end in itself rather than as a means of transport.

Employees

        OEH currently employs about 5,300 persons, about 2,200 of whom are represented by labor unions. Approximately 4,600 persons are employed in the hotels and restaurants, 640 are employed in the trains and cruises business, and the balance are engaged in central administration and sales.

        Management believes that OEH's ongoing labor relations are satisfactory but these could deteriorate at any time due to disputes over wage or benefit levels, working conditions or OEH's response to changes in government regulation of workers and the workplace. OEH's operations rely heavily on employees providing high-quality personal service, and any labor shortage or stoppage caused by poor relations with employees could adversely affect OEH's ability to provide those services.

Government Regulation

        OEH and its properties are subject to numerous laws and government regulations such as those relating to food and beverage preparation and sale, liquor service, health and safety of premises, employee relations, the environment and handling of hazardous substances. Management believes that OEH is in compliance in all material respects with relevant laws and regulations with respect to its business. Changes in these and in government tax rates or regimes, however, may adversely affect the results of OEH's various properties.

        The expansion of existing properties may be dependent upon obtaining necessary planning/building permits or zoning variances from local authorities. The failure or delay to obtain these could adversely affect OEH's strategy of increasing revenues and net income through expansion of existing properties.

Certain Trading Factors

        OEH's business prospects, financial condition, results of operations or cash flow could be adversely affected by the following trading factors as well as others described in this report.

        OEH's operations are subject to factors generally encountered in the hospitality industry, such as

    cyclical downturns arising from changes in general and local economic conditions,

    dependence on varying levels of tourism, business travel and corporate entertainment,

    rising or falling disposable income of consumers and the traveling public,

    changes in popular travel patterns,

11


    competition from other hotels and leisure time activities,

    periodic local oversupply of guest accommodation, which may adversely affect occupancy rates and actual room rates achieved,

    increases in operating costs due to inflation and other factors which may not be offset by increased revenues,

    regional and local economic and political conditions affecting market demand, including recessions, civil disorder and acts of terrorism,

    foreign exchange rate movements,

    adverse weather conditions or destructive forces like fire or flooding, and

    seasonality, in that many of OEH's hotels and tourist trains are located in the northern hemisphere where they operate at low revenue or close during the winter months.

        The effect of these factors varies among the hotels and other properties because of their geographic diversity. The recent SARS epidemic is Asia, for example, caused a reduction in passenger bookings on OEH's tourist train operating between Bangkok and Singapore and had a negative impact on travel to Australia and Tahiti. Although the SARS outbreak has been contained, it is possible that the disease could re-emerge. The occurrence of this or a similar event may have a negative impact on OEH's operations.

        In particular, international, regional and even domestic travel has been disrupted as a result of terrorist attacks in the U.S. on September 11, 2001, the continuing threat of terrorism and the wars in Afghanistan and Iraq. Demand for most of OEH's properties declined since the September 11 attacks, and the effects of the disruption are continuing to be felt. For example, American leisure travellers seem more reluctant to go abroad, and booking lead-times by guests, travel agents and tour operators have shortened.

        OEH's hotels and restaurants are subject to risk generally incident to the ownership of commercial real estate and often beyond its control. These include

    changes in national, regional and local economic and political conditions,

    changes in interest rates and in the availability, cost and terms of financing,

    the impact of present or future governmental legislation and regulations (including environmental laws),

    the ongoing need for capital improvements to maintain or upgrade properties,

    changes in property taxes and operating expenses, and

    the potential for uninsured or under insured losses.

        Local weather conditions such as storms and hurricanes, destructive forces like fire or flooding and, in the case of OEH's tourist trains, disruption of the railway networks on which they operate may adversely affect operations and revenue at individual OEH properties. OEH carries property and loss of earnings insurance in amounts management deems adequate, but damages may exceed the insurance limits or be outside the scope of coverage.

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        Management intends to increase revenues and net income through acquisitions of new properties and expansion of existing ones. Pursuit of these opportunities depends on OEH's ability to identify suitable properties, to negotiate purchases or construction on satisfactory terms, to obtain the necessary financing and governmental permits, to build on schedule and with minimum disruption to guests, and to integrate new properties into OEH's operations. Also, the acquisition of properties in new geographic locations may present operating and marketing challenges that are different from those currently encountered in existing locations. OEH may develop new properties in the future which are subject to such adverse factors as market or site deterioration after acquisition, inclement weather, construction delays, labor or materials shortages, work stoppages and the unavailability of construction and permanent financing.

        The acquisition and expansion of leisure properties, as well as the ongoing renovations, refurbishments and improvements required to maintain or upgrade existing properties, are capital intensive. Current expansion plans call for the expenditure of up to an aggregate of $90,000,000 over the next few years to add new rooms or facilities at existing properties, and current acquisition plans contemplate expenditure of about $50,000,000 per year for new properties which would be financed mainly by a suitable level of mortgage debt. The availability of future borrowings and access to the capital markets for equity financing to fund these acquisitions and expansions depend on prevailing market conditions and the acceptability of financing terms offered to OEH. There can be no assurance that future borrowings or equity financing will be available to OEH, or available on acceptable terms, in an amount sufficient to fund OEH's needs. Future equity financings may be dilutive to existing holders of OEH shares, and future debt financings may involve restrictive covenants limiting OEH's flexibility to operate its business.

        Currency fluctuations may materially affect OEH's financial statements and operating margins because of the geographic diversity of its operations linked to foreign currencies. OEH financial statements are presented in U.S. dollars and can be impacted by foreign exchange fluctuations through both (i) translation risk, which is the risk that the financial statements for a particular period or as of a certain date depend on the prevailing exchange rates of the various currencies against the U.S. dollar, and (ii) transaction risk, which is the risk that the currency of OEH's costs and liabilities fluctuates in relation to the currency of its revenue and assets, which fluctuation may adversely affect operating margins. With respect to translation risk, even though the fluctuations of currencies against the U.S. dollar can be substantial and therefore significantly impact comparisons with prior periods, the translation impact is a reporting consideration and does not affect the underlying results of operations, as transaction risk does. OEH tries to match foreign currency revenues and costs and assets and liabilities to provide a natural hedge against translation risks although this is not a perfect hedge. With respect to transaction risk, OEH may try to mitigate its exposure by entering into forward foreign exchange contracts from time to time. See Item 7A—Quantitative and Qualitative Disclosures about Market Risk below.

        OEH may incur a significant amount of debt from time to time which could require OEH to dedicate much of its cash flow from operations to payments on indebtedness, thus

    reducing the availability of cash flow to fund working capital, capital expenditures, product and service development and other general corporate purposes,

    limiting OEH's ability to obtain additional financing,

    increasing OEH's vulnerability to adverse economic and industry conditions and the seasonality of some OEH properties, or

    limiting OEH's flexibility in planning for, or reacting to, changes in its business.

        Also, since most of OEH's long-term debt accrues interest at rates that fluctuate with prevailing interest rates, any increases in prevailing interest rates may increase interest payment obligations. From

13



time to time OEH enters into hedging transactions in order to manage its floating interest rate exposure. See Item 7A—Quantitative and Qualitative Disclosures about Market Risk below.

OEH's Relationship with Sea Containers Ltd.

        Sea Containers Ltd. ("SCL"), a Bermuda company with shares listed on the New York Stock Exchange, currently owns about 42% of the Company's Class A and B common shares (excluding the Class B shares owned by a Company subsidiary) having about 15% of the combined voting power of all outstanding Class A and B common shares of the Company. See Item 12—Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters below. SCL engages in three main businesses, namely (i) service-oriented ferry and rail transport operations primarily in and around Britain and Scandinavia, (ii) worldwide marine cargo container leasing primarily through its GE SeaCo joint venture with General Electric Capital Corporation and (iii) hotel and leisure operations through OEH. Until the initial public offering of the Company's Class A shares in August 2000, OEH was a wholly-owned subsidiary of SCL.

        At the time of the initial public offering, the Company and certain of its subsidiaries and SCL entered into agreements providing for the separation of their business operations and various ongoing relationships between the companies such as shared services and offices, tax matters and noncompetition, and relating to the shares of the Company and SCL owned by their respective subsidiaries. See Item 13—Certain Relationships and Related Transactions below.

        As a result of sales by the Company and SCL of the Company's common shares since the initial public offering, SCL currently owns less than a majority of the equity shares in the Company (disregarding the Company shares owned by its subsidiary) and holds less than majority voting power for most matters submitted to a vote of Company shareholders. Accordingly, SCL no longer has power to elect the Company's Board of Directors or otherwise to control OEH's business direction and policies. Of the seven directors on the Company's Board, only three are also directors or officers of SCL. OEH has ceased to be a consolidated subsidiary of SCL and is accounted for in SCL's financial statements using the equity method of accounting. The Company has filed a registration statement with the SEC, which was declared effective on February 19, 2003, for sales by SCL from time to time, in one or more transactions, of any or all of its remaining common shares in the Company.

        OEH has guaranteed no debt of SCL. All former guarantees by SCL of OEH debt dating from before the Company's initial public offering have been or are being terminated. See Note 17 to the Financial Statements below.

14





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Exhibit 99 (c)

SEA CONTAINERS LTD.
(the "Company")

Isle of Man Steam Packet Pro Forma Financial Information

        As previously reported in a Current Report on Form 8-K dated August 4, 2003, on July 18, 2003, the Company completed the cash sale of all of the shares of its indirect wholly-owned subsidiary Sea Containers Isle of Man Ltd., which was the holding company of Sea Containers' Isle of Man Steam Packet ferry business, including The Isle of Man Steam Packet Company Ltd. (collectively, "Steam Packet").

        In connection with Registration Statements on Form S-3 filed by the Company with the U.S. Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, set forth below is a pro forma statement of consolidated operations of the Company and its subsidiaries for the year ended December 31, 2003 reflecting the sale of Steam Packet and the application of the sale proceeds as if the transaction had occurred on January 1, 2002.

        A pro forma statement of consolidated operations of the Company and its subsidiaries for the year ended December 31, 2002 reflecting the sale of Steam Packet and the application of the sale proceeds as if the transaction had occurred on January 1, 2002, was included in the Current Report on Form 8-K referred to above. No pro forma consolidated balance sheet is provided herein because the transaction has been accounted for in the December 31, 2003 consolidated balance sheet of the Company and its subsidiaries included in this Annual Report on Form 10-K for the year ended December 31, 2003.

        The pro forma financial information presented herein is not necessarily indicative of the results of operations of the Company and its subsidiaries that might have occurred had the sale of Steam Packet actually taken place on January 1, 2002, or of future results of their operations. The pro forma financial statement is based upon the historical consolidated financial statements of the Company included in its Annual Reports on Form 10-K for the years ended December 31, 2002 and December 31, 2003, and should be read in conjunction with those historical financial statements and the notes thereto. Included in the historical and pro forma results of operations for the year ended December 31, 2003 are certain non-recurring charges of $46,000,000. Those charges predominantly relate to the restructuring of the Company's ferry operations which were incurred as a result of the Steam Packet sale.


Sea Containers Ltd. and Subsidiaries
Pro Forma Statement of Consolidated Operations (unaudited)

Year ended December 31, 2003

  Historical
  Pro forma
Adjustments

  Pro forma
 
 
  (Dollars in thousands, except per share amounts)

 
Revenue   $ 1,644,709   $ (39,283 ) $ 1,605,426  
Other     39,989         39,989  
   
 
 
 
      1,684,698     (39,283 )   1,645,415  
   
 
 
 
Expenses:                    
  Depreciation and amortization     113,471     (2,742 )   110,729  
  Operating     1,199,513     (22,881 )   1,176,632  
  Selling, general and administrative     219,739     (4,631 )   215,108  
   
 
 
 
Total expenses     1,532,723     (30,254 )   1,502,469  
   
 
 
 
Gain on sale of ferry assets and non-recurring charges     54,000     (100,000 )(1)   (46,000 )
   
 
 
 
Earnings from operations before net finance costs     205,975     (109,029 )   96,946  
Interest expense, net of capitalized interest     (95,319 )   9,466 (2)   (85,853 )
Interest and related income     10,026         10,026  
   
 
 
 
Net finance costs     (85,293 )   9,466     (75,827 )
   
 
 
 
Earnings before income taxes     120,682     (99,563 )   21,119  
Provision for income taxes     8,224     (431 )   7,793  
   
 
 
 
Net earnings     112,458     (99,132 )   13,326  
Preferred share dividends     1,088         1,088  
   
 
 
 
Net earnings on class A and class B common shares   $ 111,370   $ (99,132 ) $ 12,238  
   
 
 
 
Earnings per class A and class B common share:                    
  Basic   $ 5.28         $ 0.58  
   
       
 
  Diluted   $ 5.20         $ 0.58  
   
       
 

(1)
The gain on sale was $100,000,000 and the non-recurring charges amounted to $46,000,000.

(2)
Adjustment for interest expense saved following repayment of debt and senior notes with proceeds from the sale, calculated at the actual interest rates in the year 2003 on the respective debt and senior notes repaid.



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