Belmond Ltd. (Form: 10-Q, Received: 11/05/2015 13:13:15)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



(Mark One)



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

For the quarterly period ended September 30, 2015



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 001-16017

BELMOND LTD.

(Exact name of registrant as specified in its charter)



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

22 Victoria Street,

Hamilton HM 12, Bermuda

(Address of principal executive offices)(Zip code)

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

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

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

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



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

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

As of November 2, 2015 , 102,192,005 class A common shares and 18,044,478 class B common shares of the registrant were outstanding. All of the class B shares are owned by a subsidiary of the registrant.

Table of Contents



		Page
	PART I—FINANCIAL INFORMATION

Item 1	Financial Statements (unaudited)	2
	Condensed Consolidated Balance Sheets	2
	Statements of Condensed Consolidated Operations	3
	Statements of Condensed Consolidated Comprehensive Income	5
	Statements of Condensed Consolidated Cash Flows	6
	Statements of Condensed Consolidated Total Equity	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3	Quantitative and Qualitative Disclosures About Market Risk	54
Item 4	Controls and Procedures	55


	PART II—OTHER INFORMATION

Item 1	Legal Proceedings	56
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	56
Item 6	Exhibits	56
	Signatures	57

Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1. Financial Statements

Belmond Ltd. and Subsidiaries

Condensed Consolidated Balance Sheets (unaudited)



	September 30, 2015		December 31, 2014
	$’000		$’000
Assets
Cash and cash equivalents	174,599		135,118
Restricted cash	6,366		1,905
Accounts receivable, net of allowances of $328 and $425	32,501		30,310
Due from unconsolidated companies	10,279		15,894
Prepaid expenses and other	16,198		17,791
Inventories	25,899		30,501
Total current assets	265,842		231,519

Property, plant and equipment, net of accumulated depreciation of $339,684 and $338,438	1,096,218		1,168,757
Investments in unconsolidated companies	71,578		65,831
Goodwill	115,912		132,644
Other intangible assets	13,965		13,958
Other assets	26,060		55,609
Total assets (1)	1,589,575		1,668,318

Liabilities and Equity
Accounts payable	20,091		24,855
Accrued liabilities	87,906		68,635
Deferred revenue	42,615		30,943
Current portion of long-term debt and obligations under capital leases	5,391		5,549
Total current liabilities	156,003		129,982

Long-term debt and obligations under capital leases	594,666		612,235
Liability for pension benefit	832		2,386
Other liabilities	24,150		23,897
Deferred income taxes	129,155		134,120
Liability for uncertain tax positions	3,626		3,437
Total liabilities (1)	908,432		906,057

Commitments and contingencies (Note 17)

Equity:

Shareholders’ equity:
Preferred shares $0.01 par value (30,000,000 shares authorized, issued Nil)	—		—
Class A common shares $0.01 par value (240,000,000 shares authorized):
Issued — 102,331,082 (2014 — 103,979,577)	1,023		1,040
Class B common shares $0.01 par value (120,000,000 shares authorized):
Issued — 18,044,478 (2014 — 18,044,478)	181		181

Additional paid-in capital	983,499		1,000,803
Retained earnings	16,018		5,763
Accumulated other comprehensive loss	(319,610	)	(246,420	)
Less: Reduction due to class B common shares owned by a subsidiary — 18,044,478 (2014 — 18,044,478)	(181	)	(181	)
Total shareholders’ equity	680,930		761,186
Non-controlling interests	213		1,075
Total equity	681,143		762,261

Total liabilities and equity	1,589,575		1,668,318

Belmond Ltd. and Subsidiaries

Condensed Consolidated Balance Sheets (unaudited) (continued)

(1) Included in Belmond Ltd.’s consolidated assets and liabilities are assets of consolidated variable interest entities (“consolidated VIEs”) that can only be used to settle obligations of the consolidated VIEs and liabilities of consolidated VIEs whose creditors have no recourse to Belmond Ltd. The Company’s only consolidated VIE at September 30, 2015 and December 31, 2014 is Charleston Center LLC. These assets and liabilities at September 30, 2015 and December 31, 2014 are as follows:



	September 30, 2015	December 31, 2014
	$’000	$’000

Assets
Cash and cash equivalents	3,959	2,501
Restricted cash	662	768
Accounts receivable, net of allowances of $Nil and $Nil	1,876	2,062
Prepaid expenses and other	1,670	1,342
Inventories	1,211	1,527
Total current assets	9,378	8,200

Property, plant and equipment, net of accumulated depreciation of $29,314 and $26,581	200,403	197,608
Other assets	1,671	1,931
Total assets	211,452	207,739

Liabilities
Accounts payable	1,224	3,937
Accrued liabilities	5,081	2,485
Deferred revenue	2,917	2,151
Current portion of long-term debt and obligations under capital leases	226	217
Total current liabilities	9,448	8,790

Long-term debt and obligations under capital leases	97,157	97,328
Other liabilities	16,390	15,940
Total liabilities	122,995	122,058

See further description in note 4, Variable interest entities .

See notes to condensed consolidated financial statements.

Table of Contents

Belmond Ltd. and Subsidiaries

Statements of Condensed Consolidated Operations (unaudited)



	Three months ended				Nine months ended
	September 30, 2015		September 30, 2014		September 30, 2015		September 30, 2014
	$’000		$’000		$’000		$’000

Revenue	168,395		183,519		428,690		461,666

Expenses:
Cost of services	70,711		78,700		188,673		207,241
Selling, general and administrative	54,493		56,882		157,143		165,878
Depreciation and amortization	12,180		12,062		37,184		36,952
Impairment of goodwill	4,098		—		9,796		—

Total operating costs and expenses	141,482		147,644		392,796		410,071

Gain on disposal of property, plant and equipment and equity method investments	150		121		20,125		3,978

Earnings from operations	27,063		35,996		56,019		55,573

Loss on extinguishment of debt	—		—		—		(14,506	)
Interest income	234		217		684		917
Interest expense	(10,111	)	(8,407	)	(24,206	)	(26,463	)
Foreign currency, net	314		612		(3,498	)	(268	)

Earnings before income taxes and earnings from unconsolidated companies, net of tax	17,500		28,418		28,999		15,253

Provision for income taxes	(11,355	)	(15,215	)	(18,413	)	(16,534	)

Earnings(losses) before earnings from unconsolidated companies, net of tax	6,145		13,203		10,586		(1,281	)

Earnings from unconsolidated companies, net of tax provision/(benefit) of $1,594, $1,168, $1,478 and $1,753	3,717		3,149		5,399		4,187

Earnings from continuing operations	9,862		16,352		15,985		2,906

Net losses from discontinued operations, net of tax provision/(benefit) of $Nil, $Nil, $Nil and $Nil	(381	)	(1,469	)	(624	)	(2,671	)

Net earnings	9,481		14,883		15,361		235

Net (earnings)/losses attributable to non-controlling interests	504		49		499		22

Net earnings attributable to Belmond Ltd.	9,985		14,932		15,860		257

See notes to condensed consolidated financial statements.

Table of Contents

Belmond Ltd. and Subsidiaries

Statements of Condensed Consolidated Operations (unaudited) (continued)



	Three months ended			Nine months ended
	September 30, 2015	September 30, 2014		September 30, 2015		September 30, 2014
	$	$		$		$

Basic earnings per share
Net earnings/(losses) from continuing operations	0.10	0.16		0.15		0.03
Net earnings/(losses) from discontinued operations	—	(0.01	)	(0.01	)	(0.03	)
Basic net earnings/(losses) per share attributable to Belmond Ltd.	0.10	0.14		0.15		—

Diluted earnings per share
Net earnings/(losses) from continuing operations	0.09	0.15		0.15		0.03
Net earnings/(losses) from discontinued operations	—	(0.01	)	(0.01	)	(0.03	)
Diluted net earnings/(losses) per share attributable to Belmond Ltd.	0.10	0.14		0.15		—

See notes to condensed consolidated financial statements.

Table of Contents

Belmond Ltd. and Subsidiaries

Statements of Condensed Consolidated Comprehensive Income (unaudited)



	Three months ended				Nine months ended
	September 30, 2015		September 30, 2014		September 30, 2015		September 30, 2014
	$’000		$’000		$’000		$’000

Net earnings	9,481		14,883		15,361		235

Other comprehensive income/(losses), net of tax:
Foreign currency translation adjustments, net of tax provision/(benefit) of $(1,163), $Nil, $(2,675) and $Nil	(31,938	)	(57,937	)	(72,274	)	(99,432	)
Change in fair value of derivatives, net of tax provision/(benefit) of $(493), $Nil, $(753) and $1,503	(1,495	)	812		(1,729	)	1,293
Change in pension liability, net of tax provision/(benefit) of $37, $Nil, $112 and $Nil	152		—		450		—
Total other comprehensive income/(losses), net of tax	(33,281	)	(57,125	)	(73,553	)	(98,139	)

Total comprehensive income/(losses)	(23,800	)	(42,242	)	(58,192	)	(97,904	)

Comprehensive (income)/losses attributable to non-controlling interests	714		235		862		1,057

Comprehensive income/(losses) attributable to Belmond Ltd.	(23,086	)	(42,007	)	(57,330	)	(96,847	)

See notes to condensed consolidated financial statements.

Table of Contents

Belmond Ltd. and Subsidiaries

Statements of Condensed Consolidated Cash Flows (unaudited)



	Nine months ended
	September 30, 2015		September 30, 2014
	$'000		$'000

Cash flows from operating activities:
Net earnings	15,361		235
Less: Net losses from discontinued operations, net of tax	(624	)	(2,671	)

Net earnings from continuing operations	15,985		2,906
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	37,184		36,952
Impairment of goodwill	9,796		—
Gain on disposal of property, plant and equipment	(20,125	)	(3,978	)
Loss on extinguishment of debt	—		14,506
Earnings from unconsolidated companies, net of tax	(5,399	)	(4,187	)
Amortization of deferred financing costs and discount on secured term loan	2,170		3,355
Share-based compensation	4,781		5,704
Excess share-based compensation tax benefit	—		(106	)
Change in provisions for uncertain tax positions	216		379
Change in deferred income tax	5,392		1,510
Other non-cash movements	(907	)	—
Effect of exchange rates on net earnings	1,996		(1,939	)
Change in assets and liabilities, net of effects from acquisitions:
Accounts receivable	(5,525	)	(5,468	)
Due from unconsolidated companies	521		(1,671	)
Prepaid expenses and other	(1,929	)	2
Inventories	2,032		1,404
Escrow and prepaid customer deposits	(5,080	)	(1,327	)
Accounts payable	(699	)	1,602
Accrued liabilities	24,468		11,548
Deferred revenue	16,556		11,029
Other, net	(2,176	)	(5,378	)
Other cash movements:
Dividends from equity method investees	2,689		2,915
Proceeds from insurance settlements	—		887
Payment of key money	—		(3,000	)
Payment of swap termination costs	—		(3,985	)

Net cash provided by operating activities from continuing operations	81,946		63,660
Net cash used in operating activities from discontinued operations	(624	)	(1,951	)

Net cash provided by operating activities	81,322		61,709

See notes to condensed consolidated financial statements.

Table of Contents

Belmond Ltd. and Subsidiaries

Statements of Condensed Consolidated Cash Flows (unaudited) (continued)



	Nine months ended
	September 30, 2015		September 30, 2014
	$'000		$'000

Cash flows from investing activities:
Capital expenditure to acquire property, plant and equipment	(42,607	)	(52,481	)
Capital expenditure to acquire intangible assets	(706	)	(287	)
Investments in unconsolidated companies	(4,061	)	(4,890	)
Increase in restricted cash	—		—
Release of restricted cash	606		7,582
Change in deferred revenue for asset sale deposits	(500	)	—
Proceeds from insurance settlements	—		297
Proceeds from sale of property, plant and equipment and equity method investments	43,742		37,842

Net cash used in investing activities from continuing operations	(3,526	)	(11,937	)
Net cash provided by investing activities from discontinued operations	—		—

Net cash used in investing activities	(3,526	)	(11,937	)

Cash flows from financing activities:
Repayments of working capital loans	—		(135	)
Repurchase of shares	(27,387	)	—
Exercised share options and vested share awards	33		4
Excess share-based compensation tax benefit	—		106
Dividend to non-controlling interest	(20	)	—
Issuance of long-term debt	—		571,964
Debt issuance costs	(1,000	)	(17,366	)
Principal payments under long-term debt	(4,085	)	(563,661	)

Net cash used in financing activities from continuing operations	(32,459	)	(9,088	)
Net cash used in financing activities from discontinued operations	—		—

Net cash used in financing activities	(32,459	)	(9,088	)

Effect of exchange rate changes on cash and cash equivalents	(5,856	)	(5,411	)

Net increase in cash and cash equivalents	39,481		35,273

Cash and cash equivalents at beginning of period (includes $Nil and $394 of cash presented within assets held for sale)	135,118		123,553

Cash and cash equivalents at end of period (includes $Nil and $Nil of cash presented within assets held for sale)	174,599		158,826

See notes to condensed consolidated financial statements.

Table of Contents

Belmond Ltd. and Subsidiaries

Statements of Condensed Consolidated Total Equity (unaudited)



	Preferred shares at par value $’000	Class A common shares at par value $’000		Class B common shares at par value $’000	Additional paid-in capital $’000		(Accumulated deficit) /retained earnings $’000		Accumulated other comprehensive income/ (loss) $’000		Class B common shares held by a subsidiary $’000		Non- controlling interests $’000		Total $’000

Balance, January 1, 2014	—	1,036		181	992,860		7,643		(93,317	)	(181	)	2,423		910,645
Share-based compensation	—	—		—	5,810		—		—		—		—		5,810
Exercised share options and vested share awards	—	4		—	—		—		—		—		—		4
Dividend to non-controlling interest	—	—		—	—		—		—		—		(264	)	(264	)
Comprehensive loss:
Net (losses)/earnings attributable to common shares	—	—		—	—		257		—		—		(22	)	235
Other comprehensive loss	—	—		—	—		—		(97,104	)	—		(1,035	)	(98,139	)

Balance, September 30, 2014	—	1,040		181	998,670		7,900		(190,421	)	(181	)	1,102		818,291

Balance, January 1, 2015	—	1,040		181	1,000,803		5,763		(246,420	)	(181	)	1,075		762,261
Share-based compensation	—	—		—	4,781		—		—		—		—		4,781
Exercised stock options and vested share awards	—	6		—	27		—		—		—		—		33
Repurchase of shares	—	(23	)	—	(22,112	)	(5,605	)	—		—		—		(27,740	)
Dividend to non-controlling interest	—	—		—	—		—		—		—		—		—
Comprehensive loss:
Net earnings attributable to common shares	—	—		—	—		15,860		—		—		(499	)	15,361
Other comprehensive loss	—	—		—	—		—		(73,190	)	—		(363	)	(73,553	)

Balance, September 30, 2015	—	1,023		181	983,499		16,018		(319,610	)	(181	)	213		681,143

See notes to condensed consolidated financial statements.

Table of Contents

Belmond Ltd. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

1. Basis of financial statement presentation

Business

In this report Belmond Ltd. is referred to as the “Company”, and the Company and its consolidated subsidiaries are referred to collectively as “Belmond”. On June 30, 2014, the Company changed its name from Orient-Express Hotels Ltd. to Belmond Ltd. following approval by shareholders at the 2014 annual general meeting held on that date. On July 28, 2014, the Company changed the ticker symbol of its class A common shares listed on the New York Stock Exchange from OEH to BEL.

At September 30, 2015 , Belmond owned, invested in or managed 35 deluxe hotels and resort properties operating in the United States, Mexico, the Caribbean, Europe, Southern Africa, South America, and Southeast Asia, one stand-alone restaurant in New York, seven tourist trains in Europe, Southeast Asia and Peru, two river cruise businesses in Myanmar (Burma) and one canal boat business in France.

Basis of presentation

The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for quarterly reporting on Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete financial statements. In the opinion of the management of the Company, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of financial position, operating results and cash flows for the interim period have been included in these condensed consolidated financial statements.

The interim results presented are not necessarily indicative of results that may be expected for any subsequent interim period or the fiscal year ending December 31, 2015 .

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 . See Note 2 to the consolidated financial statements in the 2014 Annual Report on Form 10-K for additional information regarding significant accounting policies.

For interim reporting purposes, Belmond calculates its tax expense by estimating its global annual effective tax rate and applies that rate in providing for income taxes on a year-to-date basis. Belmond has calculated an expected annual effective tax rate, excluding significant, unusual or extraordinary items, and the tax effect of jurisdictions with losses for which a tax benefit cannot be recognized. The income tax expense (or benefit) related to all other items is individually computed and recognized when the items occur.

Reclassifications

Discontinued operations and assets and liabilities held for sale were reclassified in the condensed consolidated financial statements for all periods presented. See Note 3 for a summary of the results of discontinued operations and assets and liabilities held for sale.

Accounting policies

The accounting policies used in preparing these condensed consolidated financial statements are the same as those applied in the prior year.

Table of Contents

Functional currency change

Prior to 2014, Belmond’s Brazilian operations used the U.S. dollar as their functional currency. Effective January 1, 2014, Belmond changed the functional currency to the Brazilian real. Belmond believes that the growth in the Brazilian operations’ real-denominated revenues and expenses indicated a change in the economic facts and circumstances that justified the change in the functional currency. In the nine months ended September 30, 2014 , a foreign currency translation adjustment loss of $49,356,000 arising on the remeasurement of non-monetary assets and liabilities of Belmond’s Brazilian operations, of which the majority related to property, plant and equipment, is included in other comprehensive losses.

Accounting pronouncements adopted during the period

In April 2014, the Financial Accounting Standards Board (“FASB”) issued guidance that amends the definition of a discontinued operation and requires entities to provide additional disclosures about disposal transactions. The revised guidance will change how entities identify and disclose information about disposal transactions. The guidance is effective prospectively for all disposals (except disposals classified as held for sale before the adoption date) or components initially classified as held for sale in periods beginning on or after December 15, 2014, with early adoption permitted. The adoption of this guidance did not have a material effect on Belmond’s consolidated financial position, results of operations and cash flows.

Accounting pronouncements to be adopted

In May 2014, the FASB issued new guidance which is intended to improve the comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets. The guidance supersedes existing revenue recognition guidance and requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Entities will have the option of using either a full retrospective approach or a modified approach to adopt the new guidance. The guidance was originally effective for annual and interim periods beginning after December 15, 2016, however in July 2015 the FASB confirmed that the effective date would be deferred by one year. Belmond is currently evaluating the impact of the adoption of this guidance on its condensed consolidated financial statements.

In August 2014, the FASB issued new guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date of issuance of the entity’s financial statements. Further, an entity must provide certain disclosures if there is “substantial doubt about the entity’s ability to continue as a going concern”. The guidance is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. Belmond is assessing what impact, if any, the adoption of this guidance will have on its disclosures.

In February 2015, the FASB issued new guidance which amends consolidation requirements and changes the analysis required in relation to variable interest entities and whether or not these entities should be consolidated. The guidance is effective for annual and interim periods beginning after December 15, 2015, with early adoption permitted. Belmond is currently evaluating the impact of the adoption of this guidance on its condensed consolidated financial statements.

In April 2015, the FASB issued new guidance which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. The standard does not affect the recognition and measurement of debt issuance costs, which would continue to be calculated using the interest method and be reported as interest expense. Additionally, the other areas of U.S. GAAP that prescribe the accounting treatment for third-party debt issuance costs will not be affected. The guidance is effective for annual and interim periods beginning after December 15, 2015, with early adoption permitted for financial statements that have not been previously issued. The new guidance will be applied on a retrospective basis when applicable. Debt issuance costs included in Other assets on the condensed consolidated balance sheets were $12,220,000 at September 30, 2015 ( December 31, 2014 - $13,095,000 ).

Table of Contents

2. Earnings per share

The calculation of basic and diluted earnings per share including a reconciliation of the numerator and denominator is as follows:



	Three months ended				Nine months ended
	September 30, 2015		September 30, 2014		September 30, 2015		September 30, 2014

Numerator ($'000)
Net earnings/(losses) from continuing operations	9,862		16,352		15,985		2,906
Net earnings/(losses) from discontinued operations	(381	)	(1,469	)	(624	)	(2,671	)
Net losses/(earnings) attributable to non-controlling interests	504		49		499		22

Net earnings/(losses) attributable to Belmond Ltd.	9,985		14,932		15,860		257

Denominator (shares '000)
Basic weighted average shares outstanding	102,833		103,923		103,527		103,793
Effect of dilution	1,499		2,416		1,543		2,416

Diluted weighted average shares outstanding	104,332		106,339		105,070		106,209

	$		$		$		$
Basic earnings per share
Net earnings/(losses) from continuing operations	0.096		0.157		0.154		0.028
Net earnings/(losses) from discontinued operations	(0.004	)	(0.014	)	(0.006	)	(0.026	)
Net losses/(earnings) attributable to non-controlling interests	0.005		—		0.005		—

Net earnings/(losses) attributable to Belmond Ltd.	0.097		0.143		0.153		0.002

Diluted earnings per share
Net earnings/(losses) from continuing operations	0.095		0.154		0.152		0.027
Net earnings/(losses) from discontinued operations	(0.004	)	(0.014	)	(0.006	)	(0.025	)
Net losses/(earnings) attributable to non-controlling interests	0.005		—		0.005		—

Net earnings/(losses) attributable to Belmond Ltd.	0.096		0.140		0.151		0.002

The total number of share options and share-based awards excluded from computing diluted earnings per share was as follows:



	Three months ended		Nine months ended
	September 30, 2015	September 30, 2014	September 30, 2015	September 30, 2014

Share options	1,446,824	820,000	798,841	820,000
Share-based awards	—	—	—	—

Total	1,446,824	820,000	798,841	820,000

The number of share options and share-based awards unexercised at September 30, 2015 was 3,770,944 ( September 30, 2014 - 4,716,950 ).

Table of Contents

3. Assets held for sale and discontinued operations

At September 30, 2015 and December 31, 2014 , no properties were classified as held for sale.

For the nine months ended September 30, 2015 and 2014 , the results of operations of Ubud Hanging Gardens, Bali, Indonesia and the Porto Cupecoy development on the Dutch side of St Martin, French West Indies have been presented as discontinued operations.

During the nine months ended September 30, 2014 , Inn at Perry Cabin by Belmond, St. Michaels, Maryland was sold. Due to Belmond's continuing involvement in managing the hotel, its results are presented within continuing operations.

(a) Properties sold: Inn at Perry Cabin by Belmond

On March 21, 2014, Belmond completed the sale of the property and operations of Inn at Perry Cabin by Belmond for consideration of $39,700,000 , of which $25,680,000 was paid in cash, $11,020,000 was settled directly with the lender to repay the debt facility secured by the property, and $3,000,000 was a key money contribution from Belmond to the buyer to be used for agreed capital enhancements. Belmond will continue to manage the hotel for the new owner under a management agreement with a ten -year term that permits termination on the fifth anniversary of the agreement. The disposal resulted in a gain of $6,704,000 , of which $3,704,000 was recognized on completion on March 21, 2014 and $3,000,000 was deferred to be recognized over the initial period of the management agreement. The gain on sale of $3,704,000 recognized on March 21, 2014 and the subsequent release of the deferred gain is reported within gain on disposal of property, plant and equipment in the statements of condensed consolidated operations.

The following is a summary of net assets sold and the gain recorded on sale for Inn at Perry Cabin by Belmond:



	Inn at Perry Cabin by Belmond
	March 21, 2014
	$'000

Property, plant and equipment	32,293
Net working capital deficit	(820	)
Net assets	31,473
Transfer of foreign currency translation loss/(gain)	—
	31,473
Consideration:
Cash	25,680
Reduction in debt facility on sale of hotel	11,020
Key money retained by buyer	3,000
Less: Working capital adjustment	(1,130	)
Less: Costs to sell	(393	)
	38,177

Gain on sale	6,704

(b) Results of discontinued operations

Belmond had been operating the hotel Ubud Hanging Gardens under a long-term lease arrangement with a third-party owner. The existing lease arrangement continues to 2030. Following an unannounced dispossession of Belmond from the hotel by the owner in November 2013, however, Belmond was unable to continue to operate the hotel. Belmond believed that the owner's actions were unlawful and constituted a wrongful dispossession and has pursued its legal remedies under the lease. See Note 17. As Belmond is unable to operate Ubud Hanging Gardens for the foreseeable future, the hotel has been presented as a discontinued operation for all periods shown. The assets and liabilities of the hotel have not been classified as held for sale, as the hotel has not been disposed of through a sale transaction.

Table of Contents

The Porto Cupecoy development was sold in January 2013, with the final unit disposed of in September 2014. Revenue and residual costs relating to the sale of Porto Cupecoy are presented within discontinued operations for all periods shown.

Summarized operating results of the properties classified as discontinued operations for the three and nine months ended September 30, 2015 and 2014 are as follows:



	Three months ended September 30, 2015
	Ubud Hanging Gardens		Porto Cupecoy		Total
	$'000		$'000		$'000

Revenue	—		—		—

Losses before tax, gain on sale and impairment	(338	)	(43	)	(381	)
Impairment	—		—		—
Gain on sale	—		—		—

Losses before tax	(338	)	(43	)	(381	)
Tax benefit	—		—		—

Net losses from discontinued operations	(338	)	(43	)	(381	)



	Three months ended September 30, 2014
	Ubud Hanging Gardens		Porto Cupecoy		Total
	$'000		$'000		$'000

Revenue	—		600		600

Losses before tax, gain on sale and impairment	(252	)	(1,217	)	(1,469	)

Losses before tax	(252	)	(1,217	)	(1,469	)

Net losses from discontinued operations	(252	)	(1,217	)	(1,469	)



	Nine months ended September 30, 2015
	Ubud Hanging Gardens		Porto Cupecoy		Total
	$'000		$'000		$'000

Revenue	—		—		—

Losses before tax, gain on sale and impairment	(530	)	(94	)	(624	)

Losses before tax	(530	)	(94	)	(624	)

Net losses from discontinued operations	(530	)	(94	)	(624	)

Table of Contents



	Nine months ended September 30, 2014
	Ubud Hanging Gardens		Porto Cupecoy		Total
	$'000		$'000		$'000

Revenue	—		600		600

Losses before tax, gain on sale and impairment	(1,170	)	(1,501	)	(2,671	)

Losses before tax	(1,170	)	(1,501	)	(2,671	)

Net losses from discontinued operations	(1,170	)	(1,501	)	(2,671	)

The results of discontinued operations for the three and nine months ended September 30, 2015 include legal fees of $338,000 ( September 30, 2014 - $252,000 ) and $530,000 ( September 30, 2014 - $1,170,000 ), respectively, in relation to Ubud Hanging Gardens, as Belmond is pursuing legal remedies following its dispossession by the owner in November 2013. See Note 17.

There were no properties classified as held for sale at September 30, 2015 and December 31, 2014 .

4. Variable interest entities

(a) VIEs of which Belmond is the primary beneficiary

Belmond holds a 19.9% equity investment in Charleston Center LLC, owner of Belmond Charleston Place, Charleston, South Carolina. Belmond has also made a number of loans to the hotel. Belmond concluded that Charleston Center LLC is a VIE because the total equity at risk is insufficient for the entity to fund its operations without additional subordinated financial support, the majority of which has been provided by Belmond. Belmond is the primary beneficiary of this VIE because it is expected to absorb a majority of the VIE’s expected losses and residual gains through the subordinated financial support it has provided, and has the power to direct the activities that impact the VIE’s performance, based on the current organizational structure.

Assets of Charleston Center LLC that can only be used to settle obligations of the consolidated VIEs and liabilities of Charleston Center LLC whose creditors have no recourse to Belmond are presented as a footnote to the consolidated balance sheets. The third-party debt of Charleston Center LLC is secured by its net assets and is non-recourse to its members, including Belmond. The hotel's separate assets are not available to pay the debts of Belmond and the hotel's separate liabilities do not constitute obligations of Belmond. The assets of Charleston Center LLC that can be used only to settle obligations of Charleston Center LLC totaled $211,452,000 at September 30, 2015 ( December 31, 2014 - $207,739,000 ) and exclude goodwill of $40,395,000 ( December 31, 2014 - $40,395,000 ). The liabilities of Charleston Center LLC for which creditors do not have recourse to the general credit of Belmond totaled $122,995,000 at September 30, 2015 ( December 31, 2014 - $122,058,000 ).

All deferred taxes attributable to the Company’s investment in the LLC arise at the investor level and are therefore not included in the footnote to the condensed consolidated balance sheets.

(b) VIEs of which Belmond is not the primary beneficiary

Belmond holds a 50% equity investment in its rail joint venture in Peru which operates the infrastructure, rolling stock, stations and services on a portion of the state-owned railways in Peru. Belmond previously concluded that the PeruRail joint venture was a variable interest entity because the total equity at risk was insufficient for it to fund its operations without additional subordinated financial support. The joint venture is under joint control as all significant budgetary and capital decisions require a majority of approval of the joint venture's board of directors, on which board Belmond holds two of four seats with the other two seats representing unaffiliated local Peruvian investors.

Previously, the Company had guaranteed certain debt obligations of the joint venture. The guaranteed debt was repaid with non-guaranteed debt in the nine months ended September 30, 2015 . Belmond concluded that this constituted a change in the design

Table of Contents

of the entity and reconsidered its initial determination of the entity’s VIE status. The Company concluded that the joint venture now qualifies for the scope exceptions contained within U.S. GAAP to be excluded from consideration under the VIE guidance.

The joint venture is accounted for under the equity method of accounting and included in earnings/(losses) before income taxes and earnings from unconsolidated companies in the statements of condensed consolidated operations.

5. Investments in unconsolidated companies

Investments in unconsolidated companies represent equity interests of 50% or less in which Belmond exerts significant influence, but does not have effective control of these unconsolidated companies and, therefore, accounts for these investments using the equity method. As at September 30, 2015 , these investments include the 50% ownership in rail and hotel joint venture operations in Peru, the 25% ownership in Eastern and Oriental Express Ltd, and the Buzios land joint venture which is 50% owned and further described below.

In June 2007, Belmond acquired 50% of a company holding real estate in Buzios, Brazil for a cash consideration of $5,000,000 . Belmond planned to build a hotel and villas on the acquired land and to purchase the remaining share of the company when the building permits were obtained from the local authorities. In February 2009, the Municipality of Buzios commenced a process for the compulsory purchase of the land by the municipality in exchange for a payment of fair compensation to the owners. In April 2011, the State of Rio de Janeiro declared the land an area of public interest, with the intention that it will become part of an environmental park which is being created in the area. The compulsory purchase of the land is therefore expected to be carried out by the State of Rio de Janeiro unless it fails to take action by April 18, 2016 at which point the land will revert unencumbered to the real estate holding company. Belmond expects to recover its investment in the project either through negotiations with or litigation against the State of Rio de Janeiro or through a reversion of the land due to the failure of the State of Rio de Janeiro to act by April 18, 2016.

On May 21, 2015, Belmond sold its 50% ownership in Hotel Ritz by Belmond, Madrid, Spain. Belmond and its joint venture partner sold the shares in the entity that owns the hotel for gross proceeds of €130,000,000 ( $145,288,000 at date of sale). As a condition of the sale, Belmond’s management contract with Hotel Ritz by Belmond was terminated, resulting in the receipt of a termination fee of $2,292,000 .

The following table shows the net proceeds to Belmond and a summary of net assets sold, resulting in a gain of $19,676,000 that is reported within gain on disposal of property, plant and equipment and equity method investments in the statements of condensed consolidated operations:



	Hotel Ritz by Belmond
	May 21, 2015
	$'000

Receivables due from unconsolidated companies	29,679
Investments in unconsolidated companies	—
Net assets sold	29,679
Transfer of foreign currency translation gain	(5,613	)
	24,066

Consideration:
Cash	42,197
Less: Costs to sell	(747	)
Plus: Management contract termination fee	2,292
	43,742

Gain on sale	19,676

Table of Contents

Summarized financial data for Belmond’s unconsolidated companies are as follows:



	September 30, 2015	December 31, 2014
	$’000	$’000

Current assets	47,184	52,289

Property, plant and equipment, net	204,746	340,546
Other assets	32,695	37,917
Non-current assets	237,441	378,463

Total assets	284,625	430,752

Current liabilities, including $10,946 and $96,824 current portion of third-party debt	68,759	157,273

Long-term debt	40,317	27,014
Other liabilities	39,301	125,210
Non-current liabilities	79,618	152,224

Total shareholders’ equity	136,248	121,255

Total liabilities and shareholders’ equity	284,625	430,752



	Three months ended		Nine months ended
	September 30, 2015	September 30, 2014	September 30, 2015	September 30, 2014
	$’000	$’000	$’000	$’000

Revenue	41,645	47,780	118,736	128,121

Gross profit ¹	30,167	30,975	78,211	77,508

Net earnings ²	7,458	6,093	10,780	8,689

¹ Gross profit is defined as revenues less cost of services of the unconsolidated companies.

² There were no discontinued operations, extraordinary items or cumulative effects of a change in an accounting principle in the unconsolidated companies.

Included in unconsolidated companies are Belmond’s hotel and rail joint ventures in Peru, under which Belmond and the other 50% participant must contribute equally additional equity needed for the businesses. If the other participant does not meet this obligation, Belmond has the right to dilute the other participant and obtain a majority equity interest in the affected joint venture company. Belmond also has rights to purchase the other participant’s interests, which rights are exercisable in limited circumstances such as the other participant’s bankruptcy.

There are contingent guarantees to unconsolidated companies which are not recognized in the condensed consolidated financial statements. The contingent guarantees for each Peruvian joint venture may only be enforced in the event there is a change in control of the relevant joint venture, which would occur only if Belmond’s ownership of the economic and voting interests in the joint venture falls below 50% , an event which has not occurred. As at September 30, 2015 , Belmond does not expect that it will be required to fund these guarantees relating to these joint venture companies.

The Company has contingently guaranteed, through 2020 , $17,917,000 of debt obligations of the joint venture in Peru that operates four hotels and has contingently guaranteed $1,950,000 of the debt obligations of the rail joint venture in Peru through 2017 . The Company has also contingently guaranteed the rail joint venture’s obligations relating to the performance of its governmental rail concessions, currently in the amount of $6,676,000 , through May 2016 .

Table of Contents

At December 31, 2014 , the Company guaranteed $4,124,000 of the debt obligations of the rail joint venture in Peru. The guaranteed debt was repaid by the joint venture in the nine months ended September 30, 2015 .

6. Property, plant and equipment

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



	September 30, 2015		December 31, 2014
	$’000		$’000

Land and buildings	1,008,956		1,069,846
Machinery and equipment	183,150		194,155
Fixtures, fittings and office equipment	224,945		224,270
River cruise ship and canal boats	18,851		18,924

	1,435,902		1,507,195
Less: Accumulated depreciation	(339,684	)	(338,438	)

Total property, plant and equipment, net of accumulated depreciation	1,096,218		1,168,757

The depreciation charge on property, plant and equipment for the three and nine months ended September 30, 2015 was $12,057,000 ( September 30, 2014 - $11,969,000 ) and $36,839,000 ( September 30, 2014 - $36,667,000 ), respectively.

The table above includes property, plant and equipment of Charleston Center LLC, a consolidated VIE, of $200,403,000 at September 30, 2015 ( December 31, 2014 - $197,608,000 ).

There were no impairments of property, plant and equipment in the three and nine months ended September 30, 2015 and 2014 .

There was no capitalized interest in the three and nine months ended September 30, 2015 and 2014 .

7. Goodwill

The changes in the carrying amount of goodwill for the nine months ended September 30, 2015 are as follows:



	At January 1, 2015
	Gross goodwill amount	Accumulated impairment		Net goodwill amount	Impairment		Foreign currency translation adjustment		At September 30, 2015
	$'000	$'000		$'000	$'000		$'000		$'000

Owned hotels:
Europe	71,292	(10,104	)	61,188	(4,098	)	(5,102	)	51,988
North America	66,101	(16,110	)	49,991	—		—		49,991
Rest of world	21,705	(8,113	)	13,592	(5,036	)	(1,779	)	6,777
Owned trains and cruises	7,873	—		7,873	(662	)	(55	)	7,156

Total	166,971	(34,327	)	132,644	(9,796	)	(6,936	)	115,912

During the three months ended June 30, 2015, the Company determined that there were indicators that the goodwill balance at the below reporting units should be tested for potential impairment in the quarter. In each case the first step of the impairment test to compare the fair value of a reporting unit to its carrying value, including goodwill, indicated that their goodwill balances may be impaired. The fair value of a reporting unit is determined using internally developed discounted future cash flow models, which include input from external valuation experts to provide discount and long term growth rates. The second step of the impairment

Table of Contents

assessment to determine the amount of any potential impairment loss was performed and the following non-cash goodwill impairment charges were identified and recorded in the three months ended June 30, 2015:

•

An impairment charge of $3,581,000 at Belmond Jimbaran Puri. The Company determined that this impairment was triggered by declining performance over a number of periods, caused in part by the stronger U.S. dollar and increased relative expense of the region for European travelers in particular. Further weakness in performance that has continued into the peak season in the second quarter has led management to reconsider its estimates for future profitability of the business, including future growth in ADR and occupancy rates and the related discount rates.

•

An impairment charge of $1,455,000 at Belmond La Résidence Phou Vao. The Company determined that this impairment was triggered by the declining popularity of the destination, increased relative expense of the region for European travelers as well as increased competition from smaller independent operators. After a weak winter period, the improvement in performance in 2015 was not as strong as expected, leading management to reconsider its estimates for future profitability of the business, including future growth in ADR and occupancy rates and the related discount rates.

•

An impairment charge of $662,000 at Belmond Northern Belle. The Company determined that this impairment was triggered by declining performance caused by a reduction in passenger numbers sourced mainly from regional markets in the U.K. Continued softness in passenger numbers over the key summer period led management to reconsider its estimates for future profitability of the business, including future growth in ticket prices and passenger numbers and the related discount rates.

During the three months ended June 30, 2015, the Company determined that the deterioration of the Russian economic environment which commenced in the second half of 2014 and failed to improve significantly in 2015 under economic sanctions was an indicator that the goodwill at Belmond Grand Hotel Europe should be tested for potential impairment. The first step of the impairment process indicated that the fair value of Belmond Grand Hotel Europe was below its carrying value, suggesting that the goodwill assigned to this reporting unit of $14,148,000 ( RUB785.6 million ) at June 30, 2015 might be impaired. As a consequence, the Company commenced step two of the impairment assessment to determine the amount of any potential impairment loss. U.S. GAAP requires that when the second step of a goodwill impairment analysis is not complete before the financial statements are issued, and a goodwill impairment loss is probable and can be reasonably estimated, the best estimate of that loss should be recognized in the financial statements. The Company was unable, as of the date of issuing the financial statements for the second quarter of 2015, to advance step two of its testing to the point where it could reasonably estimate any impairment loss and thus the Company did not record an impairment of the goodwill in the financial statements for the second quarter of 2015. The Company was unable to reasonably estimate the loss because of the difficulty in determining the current fair values of the individual assets and liabilities of the reporting unit, in particular the property value where conflicting available data indicated a wide range of possible outcomes in the goodwill impairment test. The Company therefore needed to involve an outside expert to advise on valuation of the property in order that the Company could reliably estimate the implied fair value of the goodwill. The second step of the June 30, 2015 goodwill impairment testing was completed during the three months ended September 30, 2015 and an impairment charge of $4,098,000 ( RUB227.6 million ) was recorded in that period, based on the carrying values and outlook prevailing at June 30, 2015.

As the factors described above still existed at September 30, 2015 , the goodwill at Belmond Grand Hotel Europe was tested for potential further impairment using updated cash flow projections and carrying values as at September 30, 2015 . The first step of the impairment process indicated that the fair value of Belmond Grand Hotel Europe was below its carrying value, suggesting that the goodwill assigned to this reporting unit of $8,424,000 ( RUB558.0 million ) at September 30, 2015 might be impaired. As a consequence, the Company obtained an updated valuation of the property and carried out step two of the impairment assessment. Under the second step of the goodwill impairment test, the implied fair value of the hotel’s goodwill was approximately 18% in excess of its carrying value, therefore no further impairment charge has been recorded. Factors that could reasonably be expected to potentially have an adverse effect on the fair value of the reporting unit include the future operating projections of the hotel, volatility in debt or equity markets that could result in changes to the discount rate, economic sanctions and the timing and extent of recovery in the Russian economy.

In the three months ended September 30, 2015 , the Company considered whether the increased relative expense of the region indicated that it was more likely than not that the fair value of Belmond La Résidence d’Angkor was less than its carrying value. Under the first step of the goodwill impairment test, the fair value of Belmond La Résidence d’Angkor was approximately 16% in excess of its carrying value. Belmond La Résidence d’Angkor had a goodwill balance of $1,548,000 at September 30, 2015 . Factors that could reasonably be expected to potentially have an adverse effect on the fair value of the reporting unit include the future operating projections of the hotel, volatility in debt or equity markets that could result in changes to the discount rate, political instability in the region or changes in future travel patterns or local competitive supply.

Table of Contents

8. Other intangible assets

Other intangible assets consist of the following as of September 30, 2015 :



	Favorable lease assets		Internet sites		Trade names	Total
	$'000		$'000		$'000	$'000

Carrying amount:
Balance at January 1, 2015	8,586		1,888		7,100	17,574
Additions	706		—		—	706
Foreign currency translation adjustment	(480	)	(61	)	—	(541	)

Balance at September 30, 2015	8,812		1,827		7,100	17,739

Accumulated amortization:
Balance at January 1, 2015	2,486		1,130			3,616
Charge for the period	249		96			345
Foreign currency translation adjustment	(149	)	(38	)		(187	)

Balance at September 30, 2015	2,586		1,188			3,774

Net book value:
At September 30, 2015	6,226		639		7,100	13,965

At December 31, 2014	6,100		758		7,100	13,958

Favorable lease intangible assets are amortized over the terms of the leases, which are between 19 and 60 years . Internet sites are amortized over a period of five to ten years . Trade names have an indefinite life and therefore are not amortized, but are assessed for impairment annually or when events indicate that impairment may have occurred.

Favorable lease asset additions of $706,000 relate to a concession obtained by Belmond Villa Sant’Andrea in Sicily, Italy to operate a portion of beach adjacent to the hotel.

Total amortization expense for the three and nine months ended September 30, 2015 was $123,000 ( September 30, 2014 - $93,000 ) and $345,000 ( September 30, 2014 - $285,000 ). Estimated total amortization expense for the remainder of the year ending December 31, 2015 is $115,000 and for each of the years ending December 31, 2016 to December 31, 2020 is $460,000 .

Table of Contents

9. Debt and obligations under capital lease

(a) Long-term debt and obligations under capital lease

Long-term debt and obligations under capital lease consist of the following:



	September 30, 2015	December 31, 2014
	$’000	$’000

Loans from banks and other parties collateralized by tangible and intangible personal property and real estate with a maturity of four to 13 years (2014 - five to 14 years), with a weighted average interest rate of 4.28% (2014 - 4.35%)	602,144	620,106
Obligations under capital lease	69	129

Total long-term debt and obligations under capital lease	602,213	620,235

Less: Current portion	5,391	5,549
Less: Discount on secured term loan	2,156	2,451

Non-current portion of long-term debt and obligations under capital lease	594,666	612,235

On March 21, 2014, Belmond entered into a $551,955,000 secured term loan and a $105,000,000 revolving credit facility, the proceeds of which were used to repay all outstanding funded debt apart from the debt of Charleston Center LLC, a consolidated VIE, and the debt of Belmond’s unconsolidated joint venture companies.

The term loan consists of two tranches, a $345,000,000 U.S. dollar tranche and a €150,000,000 euro-denominated tranche (equivalent to $206,955,000 at drawdown). The dollar tranche bears interest at a rate of LIBOR plus 3% per annum, and the euro tranche bears interest at a rate of EURIBOR plus 3.25% per annum. Both tranches are subject to a 1% interest rate floor. The term loan matures in seven years and the annual mandatory amortization is 1% of the principal amount. The euro-denominated tranche was repriced in June 2015 to a rate of EURIBOR plus 3% per annum.

The revolving credit facility has a maturity of five years and bears interest at a rate of LIBOR plus 2.75% per annum, with a commitment fee of 0.4% paid on the undrawn amount.

The term loan and revolving credit facility are secured by pledges of shares in certain Company subsidiaries and by security interests in tangible and intangible personal property. There are no mortgages over real estate.

In August 2014, Charleston Center LLC refinanced a secured loan of $83,200,000 with a new $86,000,000 loan secured on its real and personal property. The loan has a five year maturity and bears interest at a rate of LIBOR plus 2.12% per annum. This loan has no amortization and is non-recourse to Belmond.

Table of Contents

The following is a summary of the aggregate maturities of consolidated long-term debt, including obligations under capital lease, at September 30, 2015 :



		$’000

Remainder of 2015		1,347
2016		5,394
2017		5,381
2018		5,382
2019		91,393
2020		5,408
2021 and thereafter		487,908

Total long-term debt and obligations under capital lease		602,213

The Company has guaranteed $504,761,000 of the long-term debt of its subsidiary companies as at September 30, 2015 ( December 31, 2014 - $522,561,000 ).

Deferred financing costs related to the above outstanding long-term debt were $12,220,000 at September 30, 2015 ( December 31, 2014 - $13,095,000 ) and are amortized to interest expense over the term of the corresponding long-term debt. These costs are included in Other assets on the condensed consolidated balance sheets.

A loss on extinguishment of debt of $Nil was recognized in the nine months ended September 30, 2015 ( September 30, 2014 - loss of $14,506,000 ). The loss in the nine months ended September 30, 2014 comprised costs associated with the March corporate debt refinancing.

The tables above include the debt of Charleston Center LLC, a consolidated VIE, of $97,383,000 at September 30, 2015 ( December 31, 2014 - $97,545,000 ). This amount includes the $86,000,000 refinanced in August 2014 and is non-recourse to Belmond. Deferred financing costs related to this debt were $771,000 at September 30, 2015 ( December 31, 2014 - $922,000 ). This amount also includes a 1984 development loan from public agencies in the principal amount of $10,000,000 on which interest of $16,390,000 has accrued. These amounts are included in the liabilities of Charleston Center LLC (see Note 4). The development loan matures in 2028 and during its term provides for the lenders to receive 15% of the “net proceeds” (as defined in the applicable loan agreement) from any sale or refinancing of the property (other than a refinancing of the $86,000,000 first mortgage loan).

(b) Revolving credit and working capital facilities

Belmond had approximately $106,142,000 of revolving credit and working capital facilities at September 30, 2015 ( December 31, 2014 - $107,004,000 ) of which $106,142,000 was available ( December 31, 2014 - $101,486,000 ).

10. Other liabilities

The major balances in other liabilities are as follows:



	September 30, 2015	December 31, 2014
	$’000	$’000

Interest rate swaps (see Note 19)	3,156	618
Long-term accrued interest on subordinated debt at Charleston Center LLC	16,390	15,940
Deferred gain on sale of Inn at Perry Cabin by Belmond (see Note 3)	2,100	2,550
Deferred lease incentive	265	315
Accrued income tax	1,954	2,118
Withholding tax provision classified as interest	285	2,356

Total other liabilities	24,150	23,897

11. Pensions

Components of net periodic pension benefit cost are as follows:



	Three months ended				Nine months ended
	September 30, 2015		September 30, 2014		September 30, 2015		September 30, 2014
	$’000		$’000		$’000		$’000

Service cost	—		—		—		—
Interest cost on projected benefit obligation	249		276		738		830
Expected return on assets	(262	)	(289	)	(776	)	(867	)
Net amortization and deferrals	190		139		562		418

Net periodic benefit cost	177		126		524		381

From January 1, 2003, a number of non-U.S. Belmond employees participated in a funded defined benefit pension plan in the United Kingdom called the Belmond (UK) Ltd. 2003 Pension Scheme. On May 31, 2006, the plan was closed for future benefit accruals.

A U.K. subsidiary of Belmond is obligated to the plan’s trust to pay £1,272,000 (equivalent to $1,923,000 at September 30, 2015 ) annually until the plan is fully funded, which, based on its December 2012 actuarial assessment, is projected to occur in 2017 . During the three and nine months ended September 30, 2015 , contributions of $487,000 ( September 30, 2014 - $573,000 ) and $1,450,000 ( September 30, 2014 - $1,650,000 ), respectively, were made to the pension plan and Belmond anticipates contributing an additional $473,000 to fund the plan in 2015 for a total of $1,923,000 .

Once the plan is fully funded, the U.K. subsidiary will remain obligated to restore the plan to a fully funded balance should its position deteriorate. In May 2014, Belmond guaranteed the payment obligations of the U.K. subsidiary through 2023, subject to a cap of £8,200,000 (equivalent to $12,393,000 at September 30, 2015 ), which reduces commensurately with every payment made to the plan since December 31, 2012.

12. Income taxes

In the three and nine months ended September 30, 2015 , the income tax provision was $11,355,000 ( September 30, 2014 - $15,215,000 ) and $18,413,000 ( September 30, 2014 - $16,534,000 ), respectively.

The reduced tax charge in the three months ended September 30, 2015 compared to the three months ended September 30, 2014 is mainly due to reduced pre-tax earnings in U.S. dollar terms. The increased tax charge in the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014 is mainly due to increased underlying pre-tax earnings. Although

Table of Contents

the disposal of the Hotel Ritz by Belmond in May 2015 did not give rise to a tax charge, it had the effect of increasing the profit to which the annual effective tax rate was applied in the three months ended June 30, 2015. As a result, the tax charge for the three months ended June 30, 2015 increased by approximately $5,000,000 but, as the transaction did not give rise to a tax charge, this effect is being reversed over the remainder of 2015, with a tax benefit of approximately $4,800,000 in the three months ended September 30, 2015.

13. Interest expense

The balances in interest expense are as follows:



	Three months ended		Nine months ended
	September 30, 2015	September 30, 2014	September 30, 2015		September 30, 2014
	$’000	$’000	$’000		$’000

Interest expense on long-term debt and obligations under capital lease	7,032	7,491	20,685		23,108

Withholding tax provision classified as interest	—	—	(1,476	)	—

Interest on legal settlements	2,352	—	2,827		—

Amortization of deferred financing costs and discount on secured term loan	727	916	2,170		3,355

Total interest expense	10,111	8,407	24,206		26,463

14. Supplemental cash flow information



	Nine months ended
	September 30, 2015	September 30, 2014
	$’000	$’000

Cash paid during the period for:
Interest	20,948	22,917

Income taxes, net of refunds	12,805	14,646

To reflect the actual cash paid for capital expenditure to acquire property, plant and equipment, increases in accounts payable for capital expenditure are non-cash and excluded from capital expenditure, while decreases are cash payments and included. The change in accounts payable was a decrease of $881,000 for the nine months ended September 30, 2015 ( September 30, 2014 - increase of $833,000 ).

Table of Contents

15. Restricted cash

The major balances in restricted cash are as follows:



	September 30, 2015	December 31, 2014
	$’000	$’000

Refundable and non-refundable cash deposits held with banks pending completion of asset sales	—	500
Cash deposits required to be held with lending banks as collateral	662	768
Prepaid customer deposits which will be released to Belmond under its revenue recognition policy	5,693	647
Bonds and guarantees	673	758

Total restricted cash	7,028	2,673

Restricted cash classified as long-term and included in other assets on the condensed consolidated balance sheets at September 30, 2015 was $662,000 ( December 31, 2014 - $768,000 ).

16. Share-based compensation plans

At September 30, 2015 , Belmond had two share-based compensation plans. The compensation cost that has been charged to selling, general and administrative expense for these plans for the three and nine months ended September 30, 2015 was $1,048,000 ( September 30, 2014 - $2,713,000 ) and $4,781,000 ( September 30, 2014 - $5,689,000 ), respectively. The total compensation cost related to unexercised options and unvested share awards at September 30, 2015 to be recognized over the period October 1, 2015 to September 30, 2019 was $11,278,000 and the weighted average period over which it is expected to be recognized is 26 months . Measured from the grant date, substantially all awards of deferred shares and restricted shares have a maximum term of up to four years, and substantially all awards of share options have a maximum term of ten years. There were no grants under the 2004 stock option plan during the nine months ended September 30, 2015 .The last outstanding award under the 2000 stock option plan lapsed during the three months ended September 30, 2015 .

2009 share award and incentive plan

During the nine months ended September 30, 2015 , the following share option awards were made under the 2009 share award and incentive plan on the following dates. Estimates of fair values of share options were made using the Black-Scholes options pricing model.



2009 share award and incentive plan	Class A common shares	Date granted	Vesting date	Purchase price	Expected share price volatility	Risk-free interest rate	Expected dividends per share	Expected life of awards
Share options	24,042	September 20, 2015	September 20, 2016	$13.75	32%	0.97%	$—	3.1 years
Share options	24,041	September 20, 2015	September 20, 2017	$13.75	41%	1.45%	$—	4.4 years
Share options	24,041	September 20, 2015	September 20, 2018	$13.75	43%	1.45%	$—	5.6 years
Share options	24,041	September 20, 2015	September 20, 2019	$13.75	58%	1.83%	$—	6.9 years
Share options	48,319	June 19, 2015	June 19, 2019	$12.50	43%	1.59%	$—	5.5 years
Share options	48,319	June 19, 2015	June 19, 2018	$12.50	41%	1.59%	$—	4.5 years
Share options	48,318	June 19, 2015	June 19, 2017	$12.50	35%	0.99%	$—	3.5 years
Share options	48,318	June 19, 2015	June 19, 2016	$12.50	29%	0.65%	$—	2.5 years

Table of Contents

During the nine months ended September 30, 2015 , the following deferred and restricted share awards were made under the 2009 share award and incentive plan on the following dates:



2009 share award and incentive plan	Class A common shares	Date granted	Vesting date	Purchase price
Restricted shares without performance criteria	29,299	September 20, 2015	December 31, 2016	$0.01
Restricted shares without performance criteria	22,851	September 20, 2015	December 31, 2017	$0.01
Restricted shares without performance criteria	22,850	September 20, 2015	December 31, 2018	$0.01
Deferred shares without performance criteria	3,097	July 31, 2015	July 31, 2016	$0.01
Deferred shares without performance criteria	3,097	July 31, 2015	July 31, 2017	$0.01
Deferred shares without performance criteria	3,096	July 31, 2015	July 31, 2018	$0.01
Deferred shares without performance criteria	3,096	July 31, 2015	July 31, 2019	$0.01
Deferred shares without performance criteria	11,130	July 31, 2015	January 1, 2016	$0.01
Deferred shares without performance criteria	11,130	July 31, 2015	January 1, 2017	$0.01
Deferred shares without performance criteria	11,130	July 31, 2015	January 1, 2018	$0.01
Deferred shares without performance criteria	11,130	July 31, 2015	January 1, 2019	$0.01
Restricted shares without performance criteria	64,000	June 19, 2015	June 19, 2016	$0.01
Restricted shares without performance criteria	36,000	June 19, 2015	June 19, 2018	$0.01
Deferred shares without performance criteria	38,824	March 20, 2015	March 20, 2019	$0.01
Deferred shares without performance criteria	38,825	March 20, 2015	March 20, 2018	$0.01
Deferred shares without performance criteria	38,825	March 20, 2015	March 20, 2017	$0.01
Deferred shares without performance criteria	38,825	March 20, 2015	March 20, 2016	$0.01
Deferred shares with performance criteria	256,358	March 20, 2015	March 20, 2018	$0.01

17. Commitments and contingencies

Outstanding contracts to purchase property, plant and equipment were approximately $6,616,000 at September 30, 2015 ( December 31, 2014 - $15,486,000 ).

In February 2013, the State of Rio de Janeiro Court of Justice affirmed a 2011 decision of a Rio state trial court against Sea Containers Ltd (“SCL”) in lawsuits brought against SCL by minority shareholders in Companhia Hoteis Palace (“CHP”), the company that owns Belmond Copacabana Palace, relating to the recapitalization of CHP in 1995, but the Court reduced the total award against SCL to approximately $27,000,000 . SCL further appealed the judgments during the second quarter of 2013 to the Superior Court of Justice in Brasilia. SCL sold its shares in CHP to the Company in 2000. Years later, in 2006, SCL entered insolvency proceedings in the U.S. and Bermuda that are continuing in Bermuda. Possible claims could be asserted against the Company or CHP in connection with this Brazilian litigation that has to date only involved SCL, although no claims have been asserted. As a precautionary measure to defend the hotel, CHP commenced a declaratory lawsuit in the Rio state court in December 2013 seeking judicial declarations that no fraud was committed against the SCL plaintiffs when the shares in CHP were sold to the Company in 2000 and that the sale of the shares did not render SCL insolvent. Pending rulings on those declarations, the court granted CHP an injunction preventing the SCL plaintiffs from provisionally enforcing their 2011 judgments against CHP, which judgment was subsequently reversed on appeal in May 2014. CHP sought reconsideration from the appellate court of this decision, but the court dismissed its request. CHP is considering whether to appeal this decision regarding the quashing of the injunction. Management cannot estimate the range of possible loss if the SCL plaintiffs assert claims against the Company or CHP, and Belmond has made no accruals in respect of this matter. If any such claims were brought, Belmond would continue to defend its interests vigorously.

In November 2013, the third-party owner of Ubud Hanging Gardens in Bali, Indonesia dispossessed Belmond from the hotel under long-term lease without prior notice. As a result, Belmond was unable to continue operating the hotel and, accordingly, to prevent any confusion to its guests, Belmond ceased referring to the property in its sales and marketing materials, including all electronic marketing. Belmond believed that the owner's actions were unlawful and in breach of the lease arrangement and constituted a wrongful dispossession. Belmond pursued its legal remedies through arbitration proceedings as required under the lease. As part

Table of Contents

of the enforcement of its legal rights, Belmond sought and received judicial and arbitral injunctions in England and Singapore, respectively, against the owner to stay court proceedings in Indonesia brought by the owner in November 2013 seeking annulment of the lease and damages from Belmond. Supplementally, Belmond commenced contempt proceedings in the High Court in London, England, where the owner resides, for pursuing the Indonesian proceedings contrary to an earlier High Court injunction, and obtained against the owner in July 2014 a contempt order, which subsequently resulted in the court issuing a committal order of imprisonment for 120 days. On June 26, 2015, the Singapore arbitration panel issued its final award in favor of Belmond, holding that the owner had breached Indonesian law and the lease and granting monetary damages and costs to the Company in an amount equal to approximately $8,500,000 . The Company has since issued a demand letter to the owner for those monies and has commenced the process of enforcing this arbitral award. Starting in April 2014, the Indonesian trial courts have dismissed four separate actions filed by the owner for lack of jurisdiction due to the arbitration clause in the parties’ lease. The owner has appealed these decisions, one of which was reversed by the Appellate Court in October 2014. Belmond has appealed this case to the Indonesian Supreme Court. Belmond does not believe there is any merit in the owner’s outstanding Indonesian actions and is vigorously defending its rights while it seeks to enforce the Singapore arbitral award. While the Company can give no assurances, it believes that it should ultimately be able to enforce its arbitral award. Given the uncertainty involved in this litigation and the enforcement of the Singapore arbitral award, Belmond recorded in the year ended December 31, 2013, a non-cash impairment charge in the amount of $7,031,000 relating to long-lived assets and goodwill of Ubud Hanging Gardens and has not booked a receivable in respect of the award.

In September 2014, the Secretary of the Brazilian Ministry of Planning, Budget and Management notified the Company that the Ministry was denying its application to amend the lease for Belmond Hotel das Cataratas, which was entered into in 2007, among other things, to extend the term and reduce the rent. Belmond had applied for the amendment in 2009 based on its claim that it suffered additional unanticipated and/or unforeseeable costs in performing the refurbishment of the hotel as required by the lease and related tender documentation in order to raise the standard of the property to a five star luxury standard. The Company has appealed to the Secretary to re-consider its decision on both procedural and substantive grounds. If the Secretary does not alter its decision, the Company can appeal directly to the Minister for Planning and ultimately to the Brazilian courts. Belmond’s current annual lease expense for the hotel is R$16,666,000 (equivalent to $4,195,000 at September 30, 2015 ). However, until August 2014 the Company had been paying, with the approval of the Ministry, the amount of R$11,065,000 ( $2,785,000 ) per annum without the yearly adjustment for inflation as provided for in the lease, pending resolution of the case. The Company has expensed the full rental amount. Consequently, the difference between the cumulative rental charge and the amount paid plus monetary correction, which totals R$17,957,000 ( $4,520,000 ), has been fully accrued. Based on the Secretary’s decision, the Ministry will be assessing rent at the contractual rate, which has been included in the table of future rental payments as at September 30, 2015 below. Beyond the amounts accrued, management estimates that the range of possible additional loss to Belmond could be between R$1,000,000 and R$1,500,000 (equivalent to $252,000 and $378,000 at September 30, 2015 ) plus interest from the date of the September 2014 decision until a final non-appealable decision is rendered. On March 20, 2015, the Ministry provided notice to the hotel that an aggregate amount of approximately R$17,000,000 ( $4,280,000 ) was due on March 31, 2015 as a result of the denial of the application. The Company intends to continue to press for a reconsideration by the Ministry of its request, which the Ministry has yet to address through its administrative process. In the meantime, the Company is considering proceedings against the Ministry in the Brazilian courts.

In January 2015, Peru Belmond Hotels S.A. received notification of a claim filed by the Public Prosecutor's office of the Regional Government of Cusco, seeking annulment of a contract and public deed of amendment extending the term of the Belmond Sanctuary Lodge concession for ten years from May 2015 to May 2025. The claim alleged that the amendment was invalid principally because the President of the Region, who executed the public deed on December 27, 2013, did not have proper authority to execute the amendment because a resolution dismissing him from office had been issued the day before. The court of first instance dismissed the case on May 8, 2015 on technical grounds and the claimant appealed to the Superior Court of Cusco. At a hearing before the Superior Court of Cusco in September 2015, the Superior Court overturned the decision of the court of first instance and declared that the entire proceeding be vacated based on technical grounds. Upon formal notification by the Superior Court of Cusco, the court of first instance will re-consider the matter, at which time Peru Belmond Hotels S.A. intends to request that the matter be dismissed. Belmond believes it has meritorious defenses and intends to defend the matter vigorously.

In July 2015, Cupecoy Village Development N.V. received notification from the tax authorities in Sint Maarten of an intention to issue tax assessments for periods 2007-2010 in respect of wages taxes, social security, turnover tax and penalties. Belmond believes that the report received from the tax authorities contains a number of material miscalculations and misinterpretations of fact and law. The Company does not expect the resolution of this claim to result in a payment of more than $200,000 , which is the amount that has been accrued at September 30, 2015 . Beyond the amount accrued, management estimates the range of possible additional loss to Belmond to be between $Nil and $16,300,000 .

In May 2010, after prevailing in litigation at the trial and appellate court levels, Belmond settled litigation in the United Kingdom for infringement of its U.K. and Community (European wide) registrations for the “Cipriani” trademark. Defendants paid the

Table of Contents

amount of $3,947,000 to Belmond in March 2010 with the balance of $9,833,000 being payable in installments over five years with interest. Belmond received the final payment in the amount of $1,178,000 in June 2015. Subsequent to Belmond’s success before the U.K. courts, there have arisen a number of European trade mark opposition and infringement cases. These include an ongoing invalidity action filed by Arrigo Cipriani in the European Trade Mark Office (“OHIM”) against Belmond’s Community trade mark. To date, Belmond has successfully rebutted this challenge at every level of administrative appeal, and this case is now before the General Court where Belmond expects to prevail. Also before the OHIM, Belmond has recently been successful in opposing a Community trade mark application filed for “Cipriani”by an affiliated company of the Cipriani family. There are a number of ongoing trade mark disputes with the Cipriani family in Italy. In January 2015, the Cipriani family and affiliated entities commenced proceedings against Belmond in the Court of Venice, asserting that a 1967 agreement pursuant to which the family sold their interest in the Hotel Cipriani constituted a coexistence agreement allowing both the Company to use “Hotel Cipriani” and the Cipriani family to use “Cipriani”. This argument had already been considered and rejected by the London High Court in the 2010 litigation mentioned above, and Belmond intends to vigorously defend its interests against this latest claim. In August 2015, pursuant to a separate claim filed by the Cipriani family, the Court of Venice ruled in favor of the Cipriani family, determining that their use of their full name rather than just an initial with their surname, would not constitute infringement of the Company’s registered trademark for “Hotel Cipriani”. The Court’s ruling purports to apply to hotels and restaurants, as well as to all of the EU (other than the U.K.) rather than only Italy. The Company has been advised it has a strong basis for the appeal of this decision. While Belmond believes that it has meritorious cases in all of these proceedings, Belmond cannot estimate the range of possible additional loss to Belmond if it should not prevail in any or all of these cases and Belmond has made no accruals in these matters.

The Company and certain of its subsidiaries are parties to various legal proceedings arising in the normal course of business. These proceedings generally include matters relating to labor disputes, tax claims, personal injury cases, lease negotiations and ownership disputes. The outcome of each of these matters cannot be determined with certainty, and the liability that the relevant parties may ultimately incur with respect to any one of these matters in the event of a negative outcome may be in excess of amounts currently accrued for with respect to these matters. Where a reasonable estimate can be made, the additional losses or range of loss that may be incurred in excess of the amount recognized from the various legal proceedings arising in the normal course of business are disclosed separately for each claim, including a reference to where it is disclosed. However, for certain of the legal proceedings, management is unable to estimate the loss or range of loss that may result from these claims due to the highly complex nature or early stage of the legal proceedings.

Future rental payments as at September 30, 2015 under operating leases in respect of equipment rentals and leased premises are payable as follows:



		$’000

Remainder of 2015		2,314
2016		8,596
2017		8,535
2018		8,094
2019		7,674
2020		7,755
2021 and thereafter		70,023

Future rental payments under operating leases		112,991

Rental expense for the three and nine months ended September 30, 2015 amounted to $2,514,000 ( September 30, 2014 - $3,014,000 ) and $8,101,000 ( September 30, 2014 - $9,144,000 ), respectively.

Belmond has granted to James Sherwood, a former director of the Company, a right of first refusal to purchase the Belmond Hotel Cipriani in Venice, Italy in the event Belmond proposes to sell it. The purchase price would be the offered sale price in the case of a cash sale or the fair market value of the hotel, as determined by an independent valuer, in the case of a non-cash sale. Mr. Sherwood has also been granted an option to purchase the hotel at fair market value if a change in control of the Company occurs. Mr. Sherwood may elect to pay 80% of the purchase price if he exercises his right of first refusal, or 100% of the purchase price if he exercises his purchase option, by a non-recourse promissory note secured by the hotel payable in ten equal annual installments with interest at LIBOR . This right of first refusal and purchase option are not assignable and expire one year after Mr. Sherwood’s death. These agreements relating to the Belmond Hotel Cipriani between Mr. Sherwood and Belmond and its predecessor companies have been in place since 1983 and were last amended and restated in 2005.

Table of Contents

18. Fair value measurements

(a) Financial instruments recorded at fair value

The following tables summarize the valuation of Belmond’s financial instruments recorded at fair value by the fair value hierarchy at September 30, 2015 and December 31, 2014 :



	Level 1	Level 2		Level 3	Total
September 30, 2015	$’000	$’000		$’000	$’000

Assets at fair value:
Derivative financial instruments	—	2		—	2

Total assets	—	2		—	2

Liabilities at fair value:
Derivative financial instruments	—	(6,070	)	—	(6,070	)

Total net liabilities	—	(6,068	)	—	(6,068	)



	Level 1	Level 2		Level 3	Total
December 31, 2014	$’000	$’000		$’000	$’000

Assets at fair value:
Derivative financial instruments	—	13		—	13

Total assets	—	13		—	13

Liabilities at fair value:
Derivative financial instruments	—	(3,602	)	—	(3,602	)

Total net liabilities	—	(3,589	)	—	(3,589	)

During the three and nine months ended September 30, 2015 , there were no transfers between levels of the fair value hierarchy.

(b) Other financial instruments

Certain methods and assumptions are used to estimate the fair value of each class of financial instruments. The carrying amount of current assets and current liabilities as disclosed on the condensed consolidated balance sheets approximate their fair value due to the short-term nature of those instruments.

The fair value of Belmond's long-term debt, excluding interest rate swaps and caps, is determined using the contractual cash flows and credit-adjusted discount curves. The fair value of the debt is the present value of those contractual cash flows which are discounted at market interest rates adjusted for credit spreads. Credit spreads take into consideration general market conditions, the maturity of flows and collateral.

Table of Contents

The estimated carrying values, fair values, and levels of the fair value hierarchy of Belmond's long-term debt as of September 30, 2015 and December 31, 2014 were as follows:

September 30, 2015

December 31, 2014

Carrying
amounts
$’000

Fair value
$’000

Carrying
amounts
$’000

Fair value
$’000

Loans from banks and other parties (see Note 9)

Level 3

602,144

640,922

620,106

663,653

There were no non-financial assets measured at fair value on a non-recurring basis in the nine months ended September 30, 2014 . The estimated fair values of Belmond’s non-financial assets measured on a non-recurring basis for the nine months ended September 30, 2015 were as follows:

Fair value measurement inputs

Fair value
$’000

Level 1
$’000

Level 2
$’000

Level 3
$’000

Total losses in the nine months ended September 30, 2015

$’000

Goodwill

10,050

—

10,050

(9,796

)

Goodwill

The fair values of reporting units have been determined using internally developed discounted future cash flow models, incorporating third party appraisals and industry and market data where relevant.

In the three and nine months ended September 30, 2015 , goodwill of Belmond Grand Hotel Europe with a carrying value of $14,148,000 was written down to fair value of $10,050,000 , resulting in a non-cash impairment charge of $4,098,000 . See Note 7.

In the nine months ended September 30, 2015 , goodwill of Belmond Jimbaran Puri with a carrying value of $3,581,000 was written down to fair value of $Nil , resulting in a non-cash impairment charge of $3,581,000 . See Note 7.

In the nine months ended September 30, 2015 , goodwill of Belmond La Résidence Phou Vao with a carrying value of $1,455,000 was written down to fair value of $Nil , resulting in a non-cash impairment charge of $1,455,000 . See Note 7.

In the nine months ended September 30, 2015 , goodwill of Belmond Northern Belle with a carrying value of $662,000 was written down to fair value of $Nil , resulting in a non-cash impairment charge of $662,000 . See Note 7.

These impairments are included in earnings from continuing operations in the period incurred.

Table of Contents

19. Derivatives and hedging activities

Cash flow hedges of interest rate risk

As of September 30, 2015 and December 31, 2014 , Belmond had the following outstanding interest rate derivatives stated at their notional amounts in local currency that were designated as cash flow hedges of interest rate risk:



	September 30, 2015		December 31, 2014
	’000		’000

Interest rate swaps	€	73,875	€	74,438
Interest rate swaps	$	212,913	$	214,206
Interest rate caps	$	17,200	$	17,200

Fair value

The table below presents the fair value of Belmond’s derivative financial instruments and their classification as of September 30, 2015 and December 31, 2014 :



		Fair value as of June 30, 2015		Fair value as of December 31, 2014
	Balance sheet location	$’000		$’000
Derivatives designated in a cash flow hedging relationship:
Interest rate derivatives	Other assets	2		13
Interest rate derivatives	Accrued liabilities	(2,914	)	(2,984	)
Interest rate derivatives	Other liabilities	(3,156	)	(618	)

Total		(6,068	)	(3,589	)

Offsetting

There was no offsetting within derivative assets or derivative liabilities at September 30, 2015 and December 31, 2014 . However, these derivatives are subject to master netting arrangements.

Other comprehensive loss

Information concerning the movements in other comprehensive income/(loss) for cash flow hedges of interest rate risk is shown in Note 20. At September 30, 2015 , the amount accounted for in other comprehensive income/(loss) which is expected to be reclassified to interest expense in the next 12 months is $2,853,000 . Movement in other comprehensive income/(loss) for net investment hedges recorded through foreign currency translation adjustments for the three and nine months ended September 30, 2015 was a loss of $147,000 ( September 30, 2014 - gain of $15,838,000 ) and a gain of $13,938,000 ( September 30, 2014 - gain of $16,877,000 ), respectively.

Credit-risk-related contingent features

Belmond has agreements with some of its derivative counterparties that contain provisions under which, if Belmond defaults on the debt associated with the hedging instrument, Belmond could also be declared in default in respect of its derivative obligations.

As of September 30, 2015 , the fair value of derivatives in a net liability position, which includes accrued interest and an adjustment for non-performance risk, related to these agreements was $6,070,000 ( December 31, 2014 - $3,602,000 ). If Belmond breached any of the provisions, it would be required to settle its obligations under the agreements at their termination value of $6,094,000 ( December 31, 2014 - $3,615,000 ).

Table of Contents

Non-derivative financial instruments — net investment hedges

Belmond uses certain of its debt denominated in foreign currency to hedge portions of its net investments in foreign operations against adverse movements in exchange rates. Belmond designates its euro-denominated indebtedness as a net investment hedge of long-term investments in its euro-functional subsidiaries. These contracts are included in non-derivative hedging instruments. The notional value of non-derivative hedging instruments was $164,936,000 at September 30, 2015 , being a liability of Belmond ( December 31, 2014 - $180,149,000 ).

20. Accumulated other comprehensive income/loss

Changes in accumulated other comprehensive income/(loss) (“AOCI”) by component (net of tax) are as follows:



	Foreign currency translation adjustments		Derivative financial instruments		Pension liability		Total
Nine months ended September 30, 2015	$’000		$’000		$’000		$’000

Balance at January 1, 2015	(232,328	)	(3,569	)	(10,523	)	(246,420	)

Other comprehensive income/(loss) before reclassifications	(71,911	)	(3,940	)	450		(75,401	)

Amounts reclassified from AOCI	—		2,211		—		2,211

Net current period other comprehensive income/(loss)	(71,911	)	(1,729	)	450		(73,190	)

Balance at September 30, 2015	(304,239	)	(5,298	)	(10,073	)	(319,610	)

Reclassifications out of AOCI (net of tax) are as follows:



	Amount reclassified from AOCI
	Three months ended
	September 30, 2015	September 30, 2014
Details about AOCI components	$’000	$’000	Affected line item in the statement of operations

Derivative financial instruments:
Cash flows from derivative financial instruments related to interest payments made for hedged debt instruments	744	592	Interest expense

Total reclassifications for the period	744	592



	Amount reclassified from AOCI
	Nine months ended
	September 30, 2015	September 30, 2014
Details about AOCI components	$’000	$’000	Affected line item in the statement of operations

Derivative financial instruments:
Cash flows from derivative financial instruments related to interest payments made for the hedged debt instrument	2,211	1,797	Interest expense

Total reclassifications for the period	2,211	1,797

Table of Contents

21. Segment information

Segment performance is evaluated by the chief operating decision maker based upon segment earnings before gains/(losses) on disposal, impairments, central overheads, interest income, interest expense, foreign currency, tax (including tax on earnings from unconsolidated companies), depreciation and amortization (“segment profit/(loss)”).

Belmond's operating segments are aggregated into six reportable segments primarily around the type of service being provided—hotels, trains and cruises, and management business/part ownership interests—and are secondarily organized by geography for the hotels, as follows:


•	Owned hotels in each of Europe, North America and Rest of world which derive earnings from the hotels that Belmond owns including its one stand-alone restaurant;


•	Part-owned/managed hotels which derive earnings from hotels that Belmond jointly owns or manages;


•	Owned trains and cruises which derive earnings from the train and cruise businesses that Belmond owns; and


•	Part-owned/managed trains which derive earnings from the train businesses that Belmond jointly owns or manages.

The following tables present information regarding these reportable segments.

Revenue from external customers by segment:



	Three months ended		Nine months ended
	September 30, 2015	September 30, 2014	September 30, 2015	September 30, 2014
	$’000	$’000	$’000	$’000

Owned hotels:
Europe	89,276	94,447	172,972	187,162
North America	29,272	28,328	109,910	103,890
Rest of world	24,425	33,399	86,747	103,124
Total owned hotels	142,973	156,174	369,629	394,176
Part-owned/managed hotels	1,470	1,832	3,875	4,570
Total hotels	144,443	158,006	373,504	398,746
Owned trains and cruises	21,417	23,208	49,136	57,488
Part-owned/managed trains	2,535	2,305	6,050	5,432
Total trains and cruises	23,952	25,513	55,186	62,920

Total revenue	168,395	183,519	428,690	461,666

Table of Contents

Reconciliation of the total of segment profit/(loss) to consolidated net earnings/(losses) from operations:



	Three months ended				Nine months ended
	September 30, 2015		September 30, 2014		September 30, 2015		September 30, 2014
	$’000		$’000		$’000		$’000

Owned hotels:
Europe	41,065		41,779		63,025		63,289
North America	3,002		1,664		23,233		15,870
Rest of world	4,135		7,558		18,605		25,024
Total owned hotels	48,202		51,001		104,863		104,183
Part-owned/managed hotels	2,357		2,209		2,040		3,515
Total hotels	50,559		53,210		106,903		107,698
Owned trains and cruises	3,745		2,538		4,246		4,232
Part-owned/managed trains	6,790		5,920		14,170		11,757
Total trains and cruises	10,535		8,458		18,416		15,989

Reconciliation to net earnings/(losses):
Total segment profit	61,094		61,668		125,319		123,687

Gain on disposal of property, plant and equipment and equity method investments	150		121		20,125		3,978
Impairment of goodwill	(4,098	)	—		(9,796	)	—
Central overheads	(11,544	)	(6,701	)	(30,787	)	(23,511	)
Share-based compensation	(1,048	)	(2,713	)	(4,781	)	(5,689	)
Depreciation and amortization	(12,180	)	(12,062	)	(37,184	)	(36,952	)
Loss on extinguishment of debt	—		—		—		(14,506	)
Interest income	234		217		684		917
Interest expense	(10,111	)	(8,407	)	(24,206	)	(26,463	)
Foreign currency, net	314		612		(3,498	)	(268	)
Provision for income taxes	(11,355	)	(15,215	)	(18,413	)	(16,534	)
Share of (provision for)/benefit from income taxes of unconsolidated companies	(1,594	)	(1,168	)	(1,478	)	(1,753	)

Earnings/(losses) from continuing operations	9,862		16,352		15,985		2,906
Losses from discontinued operations	(381	)	(1,469	)	(624	)	(2,671	)

Net earnings/(losses)	9,481		14,883		15,361		235

Earnings from unconsolidated companies, net of tax:



	Three months ended		Nine months ended
	September 30, 2015	September 30, 2014	September 30, 2015		September 30, 2014
	$’000	$’000	$’000		$’000

Part-owned/managed hotels	778	556	(704	)	(196	)
Part-owned/managed trains	2,939	2,593	6,103		4,383

Total earnings from unconsolidated companies, net of tax	3,717	3,149	5,399		4,187

Table of Contents

Reconciliation of capital expenditure to acquire property, plant and equipment by segment:



	Three months ended		Nine months ended
	September 30, 2015	September 30, 2014	September 30, 2015	September 30, 2014
	$’000	$’000	$’000	$’000

Owned hotels:
Europe	2,447	5,104	16,866	24,229
North America	2,632	4,135	9,243	12,966
Rest of world	3,983	3,148	9,769	11,433
Total owned hotels	9,062	12,387	35,878	48,628
Owned trains and cruises	2,145	1,011	6,441	3,595

Unallocated corporate	35	169	288	258

Total capital expenditure to acquire property, plant and equipment	11,242	13,567	42,607	52,481

Revenue from external customers in Belmond’s country of domicile and significant countries (based on the location of the property):



	Three months ended		Nine months ended
	September 30, 2015	September 30, 2014	September 30, 2015	September 30, 2014
	$’000	$’000	$’000	$’000

Bermuda	—	—	—	—
Italy	66,726	70,115	117,930	124,532
United Kingdom	20,664	22,807	48,655	54,373
United States	24,201	23,209	79,393	75,105
Brazil	13,063	20,554	48,658	64,062
All other countries	43,741	46,834	134,054	143,594

Total revenue	168,395	183,519	428,690	461,666

22. Related party transactions

Belmond manages, under long-term contract, the tourist train owned by Eastern and Oriental Express Ltd., in which Belmond has a 25% ownership interest. In the three and nine months ended September 30, 2015 , Belmond earned management fees from Eastern and Oriental Express Ltd. of $Nil ( September 30, 2014 - $1,000 ) and $140,000 ( September 30, 2014 - $206,000 ), respectively, which are recorded in revenue. The amount due to Belmond from Eastern and Oriental Express Ltd. at September 30, 2015 was $5,061,000 ( December 31, 2014 - $5,227,000 ).

Belmond manages, under long-term contracts in Peru, Belmond Hotel Monasterio, Belmond Palacio Nazarenas, Belmond Sanctuary Lodge, Belmond Hotel Rio Sagrado, PeruRail and Ferrocarril Transandino, in all of which Belmond has a 50% ownership interest. Belmond provides loans, guarantees and other credit accommodation to these joint ventures. In the three and nine months ended September 30, 2015 , Belmond earned management and guarantee fees from its Peruvian joint ventures of $3,794,000 ( September 30, 2014 - $3,692,000 ) and $9,188,000 ( September 30, 2014 - $8,576,000 ), respectively, which are recorded in revenue. The amount due to Belmond from its Peruvian joint ventures at September 30, 2015 was $5,218,000 ( December 31, 2014 - $7,728,000 ).

Belmond managed, under long-term contract, Hotel Ritz by Belmond, in which Belmond had a 50% ownership interest. In the three and nine months ended September 30, 2015 , Belmond earned $Nil ( September 30, 2014 - $288,000 ) and $328,000

Table of Contents

( September 30, 2014 - $843,000 ), respectively, in management fees from Hotel Ritz by Belmond, which are recorded in revenue, and $Nil ( September 30, 2014 - $158,000 ) and $301,000 ( September 30, 2014 - $484,000 ), respectively in interest income. The amount due to Belmond from Hotel Ritz by Belmond at September 30, 2015 was $Nil ( December 31, 2014 - $30,371,000 ). On May 21, 2015, Belmond sold its ownership interest in Hotel Ritz by Belmond. See Note 5.

Table of Contents

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-looking statements

Forward-looking statements concerning the operations, performance, financial condition, plans and prospects of the Company and its subsidiaries are based on the current expectations, assessments and assumptions of management, are not historical facts, and are subject to various risks and uncertainties.

Forward-looking statements can be identified by the fact that they do not relate only to historical or current facts, and often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe” or other words of similar meaning.

Actual results could differ materially from those anticipated in the forward-looking statements due to a number of factors, including those described in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 , in Item 1—Business, Item 1A—Risk Factors, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations, Item 7A—Quantitative and Qualitative Disclosures about Market Risk, and Item 12—Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 .

Investors are cautioned not to place undue reliance on these forward-looking statements which are not guarantees of future performance. The Company undertakes no obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise .

Introduction

Belmond has six reportable segments: owned hotels in (1) Europe, (2) North America (including one stand-alone restaurant) and (3) Rest of world, (4) Part-owned/managed hotels, (5) Owned trains and cruises and (6) Part-owned/managed trains.

At September 30, 2015 , Belmond’s hotel portfolio consisted of 35 deluxe hotels, 29 of which were wholly or majority owned or, in the case of Belmond Charleston Place, owned by a consolidated variable interest entity. Eleven of the owned hotels are located in Europe, five in North America and thirteen in the rest of the world. In addition, Belmond currently owns and operates the stand-alone restaurant ‘21’ Club in New York included above within the North America segment.

The remaining six hotels are properties which Belmond operates under management contracts. Belmond has unconsolidated equity interests in four of the managed hotels.

In May 2015, Belmond completed the sale of Hotel Ritz by Belmond. The gain on sale is reported within gain on disposal of property, plant and equipment and equity method investments in the statements of condensed consolidated operations.

In March 2014, Belmond completed the sale of Inn at Perry Cabin by Belmond. Belmond will continue to manage the hotel for the new owner. Due to Belmond's continuing involvement in managing the hotel, its results, including the gain on sale, are presented within continuing operations.

During 2013, Belmond ceased to operate Ubud Hanging Gardens in Bali, Indonesia, following what Belmond believed was an unlawful dispossession of Belmond by the landlord for which Belmond has pursued its legal remedies under the lease. Accordingly, the results of Ubud Hanging Gardens have been reflected as discontinued operations for all periods presented.

Belmond's owned trains and cruises segment consists of five tourist trains, two river cruise ships and five canal boats. Belmond's part-owned/ managed trains segment consists of two train businesses, one in which Belmond has an equity interest and an exclusive management contract, and one in which Belmond has an equity investment.

In this report, “ADR” means average daily rate and “RevPAR” means revenue per available room.

Constant currency

Belmond analyzes certain key financial measures on a constant currency basis as this helps identify underlying business trends, without distortion from the effects of currency movements. Measurement on a constant currency basis means the results exclude the effect of foreign currency translation and are calculated by translating prior year results at current year exchange rates.

Table of Contents

Results of Operations

Belmond’s operating results for the three and nine months ended September 30, 2015 compared to the three and nine months ended September 30, 2014 , expressed as a percentage of revenue, are as follows:



	Three months ended				Nine months ended
	September 30, 2015		September 30, 2014		September 30, 2015		September 30, 2014
	%		%		%		%

Revenue:
Owned hotels:
Europe	52		52		41		41
North America	17		15		26		23
Rest of world	15		18		20		22
Total owned hotels	84		85		87		86
Part-owned/managed hotels	1		1		1		1
Total hotels	85		86		88		87
Owned trains and cruises	13		13		11		12
Part-owned/managed trains	2		1		1		1
Total trains and cruises	15		14		12		13

Total revenue	100		100		100		100

Cost of services	(42	)	(43	)	(44	)	(45	)
Selling, general and administrative	(32	)	(31	)	(37	)	(36	)
Depreciation and amortization	(7	)	(7	)	(9	)	(8	)
Impairment of goodwill	(2	)	—		(2	)	—
Gain on disposal of property, plant and equipment and equity method investments	—		—		5		1
Loss on extinguishment of debt	—		—		—		(3	)
Interest income, interest expense and foreign currency, net	(6	)	(4	)	(6	)	(6	)
Earnings before income taxes and earnings from unconsolidated companies, net of tax	11		15		7		3
Provision for income taxes	(7	)	(8	)	(4	)	(4	)
Earnings from unconsolidated companies, net of tax	2		2		1		1
Earnings from continuing operations	6		9		4		—
Net (losses)/earnings from discontinued operations, net of tax	—		(1	)	—		(1	)

Net earnings	6		8		4		(1	)

Table of Contents

Operating information for Belmond’s owned hotels for the three and nine months ended September 30, 2015 and 2014 is as follows:



	Three months ended		Nine months ended
	September 30, 2015	September 30, 2014	September 30, 2015	September 30, 2014

Rooms available
Europe	86,173	86,296	214,144	213,422
North America	63,078	63,140	192,312	199,575
Rest of world	93,380	94,484	277,095	280,371
Worldwide	242,631	243,920	683,551	693,368

Rooms sold
Europe	65,702	58,638	136,921	124,632
North America	41,276	41,422	132,025	130,284
Rest of world	47,930	47,589	150,573	151,212
Worldwide	154,908	147,649	419,519	406,128

Occupancy (percentage)
Europe	76	68	64	58
North America	65	66	69	65
Rest of world	51	50	54	54
Worldwide	64	61	61	59

Average daily rate (in U.S. dollars)
Europe	835	967	751	864
North America	356	353	425	418
Rest of world	309	429	354	421
Worldwide	545	621	506	556

RevPAR (in U.S. dollars)
Europe	637	657	480	505
North America	233	232	292	273
Rest of world	158	216	193	227
Worldwide	348	376	310	326



	Three months ended September 30,		Change %
	2015	2014	Dollars		Local currency

Same Store RevPAR (in dollars)
Europe	637	657	(3	)%	19	%
North America	233	232	—	%	1	%
Rest of world	158	211	(25	)%	3	%
Worldwide	348	375	(7	)%	13	%

The same store RevPAR data for the three months ended September 30, 2015 and September 30, 2014 excludes the operations of Belmond Eagle Island Lodge, one of the safari camps in Belmond Safaris, as the property did not operate during one of the periods presented.

Table of Contents



	Nine months ended September 30,		Change %
	2015	2014	Dollars		Local currency

Same Store RevPAR (in dollars)
Europe	480	505	(5	)%	19	%
North America	292	279	5	%	5	%
Rest of world	190	233	(18	)%	3	%
Worldwide	313	334	(6	)%	11	%

The same store RevPAR data for the nine months ended September 30, 2015 and September 30, 2014 exclude the operations of Inn at Perry Cabin by Belmond, Belmond Miraflores Park and Belmond Eagle Island Lodge, one of the safari camps in Belmond Safaris., as these properties did not operate during one of the periods presented.

Overview

Three months ended September 30, 2015 compared to three months ended September 30, 2014

The net earnings attributable to Belmond Ltd. for the three months ended September 30, 2015 were $10.0 million ( $0.10 per common share) on revenue of $168.4 million , compared with net earnings of $14.9 million ( $0.14 per common share) on revenue of $183.5 million for the three months ended September 30, 2014 . The decrease in net earnings is primarily due to the goodwill impairment charge of $4.1 million , relating to Belmond Grand Hotel Europe, recorded in the three months ended September 30, 2015 ( $Nil in the three months ended September 30, 2014 ).

Nine months ended September 30, 2015 compared to nine months ended September 30, 2014

The net earnings attributable to Belmond Ltd. for the nine months ended September 30, 2015 were $15.9 million ( $0.15 per common share) on revenue of $428.7 million , compared with net earnings of $0.3 million ( $0.00 per common share) on revenue of $461.7 million for the nine months ended September 30, 2014 . The increase in net earnings is partially due to the gain on sale of Hotel Ritz by Belmond, the Company’s hotel joint venture in Spain, in May 2015 of $19.7 million , compared with the gain on sale of Inn at Perry Cabin in March 2014 of $3.7 million. Additionally, there was a loss on extinguishment of debt of $14.5 million in the nine months ended September 30, 2014 , as the Company’s hotel level debt was replaced with one corporate facility, which did not recur in the nine months ended September 30, 2015 . These increases were offset by a goodwill impairment charge of $9.8 million recorded in the nine months ended September 30, 2015 ( $Nil in the nine months ended September 30, 2014 ), and increases in central costs and provision for income taxes.

Table of Contents

Revenue



	Three months ended		Nine months ended
	September 30, 2015	September 30, 2014	September 30, 2015	September 30, 2014
	$ millions	$ millions	$ millions	$ millions

Revenue:
Owned hotels:
Europe	89.3	94.5	173.0	187.2
North America	29.3	28.3	109.9	103.9
Rest of world	24.4	33.4	86.7	103.1
Total owned hotels	143.0	156.2	369.6	394.2
Part-owned/managed hotels	1.5	1.8	3.9	4.6
Total hotels	144.5	158.0	373.5	398.8
Owned trains and cruises	21.4	23.2	49.1	57.5
Part-owned/managed trains	2.5	2.3	6.1	5.4
Total trains and cruises	23.9	25.5	55.2	62.9

Total revenue	168.4	183.5	428.7	461.7

Three months ended September 30, 2015 compared to three months ended September 30, 2014

Total revenue was $168.4 million for the three months ended September 30, 2015 , a decrease of $15.1 million , or 8% , from $183.5 million for the three months ended September 30, 2014 . Total hotels revenue was $144.5 million for the three months ended September 30, 2015 , a decrease of $13.5 million , or 9% , from $158.0 million for the three months ended September 30, 2014 . The decrease in total hotels revenue is largely due to unfavorable exchange rate movements as the euro, Brazilian real and the Russian ruble have weakened significantly against the U.S. dollar, offsetting local currency growth at the Company’s European properties. Revenue from trains and cruises was $23.9 million for the three months ended September 30, 2015 , a decrease of $1.6 million , or 6% , from $25.5 million for the three months ended September 30, 2014 , which was partially due to the depreciation of the British pound against the U.S. dollar, and partially due to a decline in passenger numbers at Belmond Northern Belle.

Nine months ended September 30, 2015 compared to nine months ended September 30, 2014

Total revenue was $428.7 million for the nine months ended September 30, 2015 , a decrease of $33.0 million , or 7% , from $461.7 million for the nine months ended September 30, 2014 . Total hotels revenue was $373.5 million for the nine months ended September 30, 2015 , a decrease of $25.3 million , or 6% from $398.8 million for the nine months ended September 30, 2014 . The decrease in total hotels revenue is due to unfavorable exchange rate movements as the euro, Brazilian real and the Russian ruble have weakened significantly against the U.S. dollar, offsetting local currency growth at the Company’s European properties, hotels in North America, Belmond Hotel das Cataratas and Belmond Miraflores Park. Revenue from trains and cruises was $55.2 million for the nine months ended September 30, 2015 , a decrease of $7.7 million , or 12% , from $62.9 million for the nine months ended September 30, 2014 , which was partially due to the depreciation of the British pound against the U.S. dollar, and partially due to revenue declines at Belmond Road to Mandalay and Belmond Orcaella with increased competition in Myanmar, and Belmond Northern Belle.

Table of Contents

Owned hotels - Europe



	Three months ended		Nine months ended
	September 30, 2015	September 30, 2014	September 30, 2015	September 30, 2014

Rooms available	86,173	86,296	214,144	213,422
Rooms sold	65,702	58,638	136,921	124,632
Occupancy (percentage)	76	68	64	58
Average daily rate (in U.S. dollars)	835	967	751	864
RevPAR (in U.S. dollars)	637	657	480	505
Same store RevPAR (in U.S. dollars)	637	657	480	505

Three months ended September 30, 2015 compared to three months ended September 30, 2014

Revenue was $89.3 million for the three months ended September 30, 2015 , a decrease of $5.2 million , or 6% , from $94.5 million for the three months ended September 30, 2014 . This decrease was mainly attributable to unfavorable exchange rate movements which contributed to $17.0 million of the revenue decline, following the depreciation of the Russian ruble, euro and British pound against the U.S. dollar. Partially offsetting this was local currency revenue growth of $11.8 million at the Company’s European hotels as a result of a 6% increase in local currency ADR and an 8 percentage-point increase in occupancy across the region. This was in particular due to an increase of $2.5 million in revenue recorded by Belmond Hotel Cipriani which benefited from the Biennale arts festival in Venice, $2.0 million revenue increase at Belmond Hotel Splendido which was driven by strong local currency ADR growth partially due to its renovation of suites and junior suites and partially due to an increase in group business, and $1.7 million revenue increase at Belmond Grand Hotel Europe as a result of increased group business from the Middle East and other new markets, and from increased occupancy due to several events that took place in St. Petersburg during the quarter. ADR in U.S. dollar terms for the European owned hotels segment decreased to $835 in the three months ended September 30, 2015 from $967 in the three months ended September 30, 2014 . Occupancy increased to 76% in the three months ended September 30, 2015 from 68% in the three months ended September 30, 2014 . Same store RevPAR decreased by 3% in U.S. dollars, to $637 in the three months ended September 30, 2015 from $657 in the three months ended September 30, 2014 , but increased by 19% in local currency.

Nine months ended September 30, 2015 compared to nine months ended September 30, 2014

Revenue was $173.0 million for the nine months ended September 30, 2015 , a decrease of $14.2 million , or 8% , from $187.2 million for the nine months ended September 30, 2014 . This decrease was attributable to unfavorable exchange rate movements, following the 40%, 18% and 8% year-over-year depreciation of the Russian ruble, euro and British pound, respectively, against the U.S. dollar, which contributed to $36.5 million of the revenue decline. This was partially offset by local currency revenue growth of $22.3 million in the Company’s European hotels. The Italian properties contributed to $14.6 million of this growth, having achieved a 10% increase in local currency ADR and a 4 percentage-point increase in occupancy. Additionally, Belmond Grand Hotel Europe recorded a local currency revenue increase of $4.1 million, having benefited from increased local and foreign demand and food and beverage growth with the opening of the new “Azia” restaurant. ADR in U.S. dollar terms for the European owned hotels segment decreased to $751 in the nine months ended September 30, 2015 from $864 in the nine months ended September 30, 2014 . Occupancy increased to 64% in the nine months ended September 30, 2015 from 58% in the nine months ended September 30, 2014 . Same store RevPAR decreased by 5% in U.S. dollars, to $480 in the nine months ended September 30, 2015 from $505 in the nine months ended September 30, 2014 , but increased by 19% in local currency.

Table of Contents

Owned hotels - North America



	Three months ended		Nine months ended
	September 30, 2015	September 30, 2014	September 30, 2015	September 30, 2014

Rooms available	63,078	63,140	192,312	199,575
Rooms sold	41,276	41,422	132,025	130,284
Occupancy (percentage)	65	66	69	65
Average daily rate (in U.S. dollars)	356	353	425	418
RevPAR (in U.S. dollars)	233	232	292	273
Same store RevPAR (in U.S. dollars)	233	232	292	279

Three months ended September 30, 2015 compared to three months ended September 30, 2014

Revenue was $29.3 million for the three months ended September 30, 2015 , an increase of $1.0 million , or 4% , from $28.3 million for the three months ended September 30, 2014 . This increase was led by a $0.7 million growth at Belmond El Encanto, having achieved a 9 percentage-point increase in occupancy following increased group business and an increase in banqueting revenue. In addition, Belmond Charleston Place reported an increase of revenue of $0.3 million as it continued to benefit from its renovated rooms. ADR for the North American owned hotels segment increased to $356 in the three months ended September 30, 2015 from $353 in the three months ended September 30, 2014 . Occupancy decreased to 65% for the three months ended September 30, 2015 from 66% for the three months ended September 30, 2014 . Same store RevPAR increased to $233 for the three months ended September 30, 2015 from $232 in the three months ended September 30, 2014 .

Nine months ended September 30, 2015 compared to nine months ended September 30, 2014

Revenue was $109.9 million for the nine months ended September 30, 2015 , an increase of $6.0 million , or 6% , from $103.9 million for the nine months ended September 30, 2014 . This revenue increase was led by Belmond Charleston Place where increased occupancy and strong ADR growth, following the hotel’s renovated room product, resulted in $3.6 million revenue growth. In addition, there was a $2.1 million increase at Belmond El Encanto as it continues to benefit from its second full year of operations. Revenue increases of $1.9 million in the other North American owned hotels were offset by the March 2014 sale of Inn at Perry Cabin by Belmond, which had generated revenues of $1.3 million in the nine months ended September 30, 2014. ADR for the North American owned hotels segment increased to $425 in the nine months ended September 30, 2015 from $418 in the nine months ended September 30, 2014 . Occupancy increased to 69% for the nine months ended September 30, 2015 from 65% for the nine months ended September 30, 2014 . Same store RevPAR (which excludes Inn at Perry Cabin by Belmond) increased by 5% , to $292 for the nine months ended September 30, 2015 from $279 in the nine months ended September 30, 2014 .

Owned hotels - Rest of world



	Three months ended		Nine months ended
	September 30, 2015	September 30, 2014	September 30, 2015	September 30, 2014

Rooms available	93,380	94,484	277,095	280,371
Rooms sold	47,930	47,589	150,573	151,212
Occupancy (percentage)	51	50	54	54
Average daily rate (in U.S. dollars)	309	429	354	421
RevPAR (in U.S. dollars)	158	216	193	227
Same store RevPAR (in U.S. dollars)	158	211	190	233

Table of Contents

Three months ended September 30, 2015 compared to three months ended September 30, 2014

Revenue was $24.4 million for the three months ended September 30, 2015 , a decrease of $9.0 million , or 27% , from $33.4 million for the three months ended September 30, 2014 . This decrease is attributable to unfavorable exchange rate movements, particularly the depreciation of the Brazilian real against the U.S. dollar, which contributed to $7.9 million of the total decrease. Partially offsetting this was local currency revenue growth of $1.4 million at Belmond Hotel das Cataratas as a result of higher rates achieved for wholesale and tour series business, and increased food and beverage revenue. This was offset by the revenue decline at Belmond Safaris due to the closure of Belmond Eagle Island Lodge, one of the three safari camps in Botswana, for renovation in January 2015 until November 2015. ADR in U.S. dollar terms for the Rest of world owned hotels segment decreased to $309 in the three months ended September 30, 2015 from $429 in the three months ended September 30, 2014 . Occupancy increased to 51% for the three months ended September 30, 2015 from 50% for the three months ended September 30, 2014 . Same store RevPAR (which excludes Belmond Eagle Island Lodge) decreased by 25% in U.S. dollars, to $158 for the three months ended September 30, 2015 from $211 for the three months ended September 30, 2014 , but increased by 3% in local currency.

Nine months ended September 30, 2015 compared to nine months ended September 30, 2014

Revenue was $86.7 million for the nine months ended September 30, 2015 , a decrease of $16.4 million , or 16% , from $103.1 million for the nine months ended September 30, 2014 . This decrease is primarily attributable to the $15.4 million combined revenue decline at the Company’s two Brazilian hotels, largely due to the 28% year-over-year depreciation in the Brazilian real against the U.S. dollar. Additionally, there was a decrease in revenue of $3.2 million at Belmond Safaris resulting from the closure of Belmond Eagle Island Lodge for renovation. Partially offsetting these decreases was a $3.1 million growth at Belmond Miraflores Park, which was closed for renovation from December 2013 to mid-April 2014. ADR in U.S. dollar terms for the Rest of world owned hotels segment decreased to $354 in the nine months ended September 30, 2015 from $421 in the nine months ended September 30, 2014 . Occupancy remained consistent at 54% for the nine months ended September 30, 2015 and 2014 . Same store RevPAR (which excludes Belmond Miraflores Park and Belmond Eagle Island Lodge) decreased by 18% in U.S. dollars, to $190 for the nine months ended September 30, 2015 from $233 in the nine months ended September 30, 2014 , but increased by 3% in local currency.

Part-owned/managed hotels

Three months ended September 30, 2015 compared to three months ended September 30, 2014

Revenue was $1.5 million for the three months ended September 30, 2015 , a decrease of $0.3 million , or 17% , from $1.8 million for the three months ended September 30, 2014 , due to lower management fees received from Hotel Ritz by Belmond which was sold in May 2015.

Nine months ended September 30, 2015 compared to nine months ended September 30, 2014

Revenue was $3.9 million for the nine months ended September 30, 2015 , a decrease of $0.7 million , or 15% , from $4.6 million for the nine months ended September 30, 2014 , due to lower management fees received from Hotel Ritz by Belmond which was sold in May 2015.

Owned trains and cruises

Three months ended September 30, 2015 compared to three months ended September 30, 2014

Revenue was $21.4 million for the three months ended September 30, 2015 , a decrease of $1.8 million , or 8% , from $23.2 million for the three months ended September 30, 2014 . This decrease was primarily as a result of unfavorable exchange rate movements, following the depreciation of the euro and British pound against the U.S. dollar, which contributed $1.5 million to the total decrease. In addition, there was a $1.2 million revenue increase at Venice Simplon-Orient-Express, which was offset by the revenue decline at Belmond Northern Belle following a slow booking pace.

Nine months ended September 30, 2015 compared to nine months ended September 30, 2014

Revenue was $49.1 million for the nine months ended September 30, 2015 , a decrease of $8.4 million , or 15% , from $57.5 million for the nine months ended September 30, 2014 . Exchange rate movements accounted for $3.8 million of the total revenue decline, following the 18% and 8% year-over-year depreciation of the euro and British pound against the U.S. dollar, respectively. There was a combined revenue decrease of $3.1 million at Belmond Orcaella and Belmond Road to Mandalay, Belmond’s two river cruise ships in Myanmar, as a result of increased local competition, and a $1.3 million fall in revenue at Belmond Northern Belle.

Table of Contents

Part-owned/managed trains

Three months ended September 30, 2015 compared to three months ended September 30, 2014

Revenue was $2.5 million in the three months ended September 30, 2015 , an increase of $0.2 million , or 9% , from $2.3 million in the three months ended September 30, 2014 , due to an increase in management fees from the Company’s PeruRail joint venture, due to an increase in tickets sold and average ticket prices.

Nine months ended September 30, 2015 compared to nine months ended September 30, 2014

Revenue was $6.1 million in the nine months ended September 30, 2015 , an increase of $0.7 million , or 13% , from $5.4 million in the nine months ended September 30, 2014 , due to an increase in management fees from the Company’s PeruRail joint venture, due to an increase in tickets sold and average ticket prices.

In June 2015, PeruRail entered into a new mining contract for a period of 15 years with a Peruvian subsidiary of MMG Limited, a minerals and mining company that is publicly traded on the Hong Kong stock exchange, to transport copper concentrate from the Las Bambas mine. In connection with this project, PeruRail plans to obtain certain non-recourse financing. It is expected that the mine will begin production, and PeruRail will commence transport of the copper concentrate, in January 2016.

Cost of services

Three months ended September 30, 2015 compared to three months ended September 30, 2014

Cost of services was $70.7 million for the three months ended September 30, 2015 , a decrease of $8.0 million , or 10% , from $78.7 million for the three months ended September 30, 2014 . As a percentage of revenue, cost of services decreased slightly to 42% in the three months ended September 30, 2015 , from 43% in the three months ended September 30, 2014 .

Nine months ended September 30, 2015 compared to nine months ended September 30, 2014

Cost of services was $188.7 million for the nine months ended September 30, 2015 , a decrease of $18.5 million , or 9% , from $207.2 million for the nine months ended September 30, 2014 . As a percentage of revenue, cost of services decreased slightly to 44% in the nine months ended September 30, 2015 , from 45% in the nine months ended September 30, 2014 .

Selling, general and administrative expenses

Three months ended September 30, 2015 compared to three months ended September 30, 2014

Selling, general and administrative expenses were $54.5 million for the three months ended September 30, 2015 , a decrease of $2.4 million , or 4% , from $56.9 million for the three months ended September 30, 2014 . As a percentage of revenue, selling, general and administrative expenses increased slightly to 32% in the three months ended September 30, 2015 , from 31% in the three months ended September 30, 2014 .

Central costs within selling, general and administrative expenses were $12.6 million for the three months ended September 30, 2015 (including $1.0 million of non-cash share-based compensation expense), an increase of $3.2 million , or 34% in percentage terms, from $9.4 million for the three months ended September 30, 2014 (including $2.7 million of non-cash share-based compensation expense). Central costs included $3.7 million of expenses and a $1.8 million credit to share-based compensation expense in relation to the former CEO’s departure. The remaining increase is largely due to greater central marketing costs incurred in the three months ended September 30, 2015 compared to the three months ended September 30, 2014 . As a percentage of revenue, central costs (excluding non-cash share-based compensation expense) increased to 7% for the three months ended September 30, 2015 , from 4% for the three months ended September 30, 2014 .

Nine months ended September 30, 2015 compared to nine months ended September 30, 2014

Selling, general and administrative expenses were $157.1 million for the nine months ended September 30, 2015 , a decrease of $8.8 million , or 5% , from $165.9 million for the nine months ended September 30, 2014 . As a percentage of revenue, selling, general and administrative expenses increased slightly to 37% in the nine months ended September 30, 2015 , from 36% in the nine months ended September 30, 2014 .

Table of Contents

Central costs within selling, general and administrative expenses were $35.6 million for the nine months ended September 30, 2015 (including $4.8 million of non-cash share-based compensation expense), an increase of $6.4 million , or 22% in percentage terms, from $29.2 million for the nine months ended September 30, 2014 (including $5.7 million of non-cash share-based compensation expense). Central costs included $3.7 million of expenses and a $1.8 million credit to share-based compensation expense in relation to the former CEO’s departure. The remaining increase is largely due to additional costs incurred in the nine months ended September 30, 2015 relating to tax migration and legal costs. As a percentage of revenue, central costs (excluding non-cash share-based compensation expense) increased to 7% for the nine months ended September 30, 2015 , from 5% for the nine months ended September 30, 2014 .

Segment profit/(loss)

Segment performance is evaluated based upon segment earnings/(losses) before gains/(losses) on disposal, impairments, central overheads, interest income, interest expense, foreign currency, tax (including tax on earnings from unconsolidated companies), depreciation and amortization (“segment profit/(loss)”). Segment performance for the three and nine months ended September 30, 2015 and 2014 is analyzed as follows:



	Three months ended				Nine months ended
	September 30, 2015		September 30, 2014		September 30, 2015		September 30, 2014
	$ millions		$ millions		$ millions		$ millions

Segment profit/(loss):
Owned hotels:
Europe	41.1		41.8		63.2		63.3
North America	3.0		1.7		23.2		15.9
Rest of world	4.1		7.6		18.6		25.0
Total owned hotels	48.2		51.1		105.0		104.2
Part-owned/managed hotels	2.4		2.2		2.0		3.5
Total hotels	50.6		53.3		107.0		107.7
Owned trains and cruises	3.7		2.5		4.2		4.2
Part-owned/managed trains	6.8		6.0		14.2		11.8
Total trains and cruises	10.5		8.5		18.4		16.0

Reconciliation to net earnings/(losses):
Total segment profit	61.1		61.8		125.4		123.7

Gain on disposal of property, plant and equipment and equity method investments	0.2		0.1		20.1		4.0
Impairment of goodwill	(4.1	)	—		(9.8	)	—
Central costs	(12.6	)	(9.4	)	(35.6	)	(29.2	)
Depreciation and amortization	(12.2	)	(12.1	)	(37.2	)	(37.0	)
Loss on extinguishment of debt	—		—		—		(14.5	)
Interest income, interest expense and foreign currency, net	(9.5	)	(7.6	)	(27.0	)	(25.8	)
Provision for income taxes	(11.4	)	(15.2	)	(18.4	)	(16.5	)
Share of (provision for)/benefit from income taxes of unconsolidated companies	(1.6	)	(1.2	)	(1.5	)	(1.8	)

Earnings/(losses) from continuing operations	9.9		16.4		16.0		2.9
Losses from discontinued operations	(0.4	)	(1.5	)	(0.6	)	(2.7	)

Net earnings/(losses)	9.5		14.9		15.4		0.2

Table of Contents

Three months ended September 30, 2015 compared to three months ended September 30, 2014

The European owned hotels reported segment profit of $41.1 million for the three months ended September 30, 2015 , a decrease of $0.7 million , or 2% , from $41.8 million for the three months ended September 30, 2014 . The decrease in earnings of $0.8 million at the Company's hotels in continental Europe and the United Kingdom, primarily due to the weakening of the euro against the U.S. dollar, was offset by a $0.1 million increase in earnings from Belmond Grand Hotel Europe. As a percentage of European owned hotels revenue, segment profit was 46% for the three months ended September 30, 2015 compared to 44% for the three months ended September 30, 2014 .

The North American owned hotels reported segment profit of $3.0 million for the three months ended September 30, 2015 , an increase of $1.3 million , or 76% , from $1.7 million for the three months ended September 30, 2014 . There was a $0.5 million earnings growth at Belmond La Samanna, which benefited from the weaker euro due to its predominantly euro-denominated cost base. Belmond El Encanto also recorded growth in earnings of $0.5 million as it continues to benefit from its second full year of operations. As a percentage of North American owned hotels revenue, segment profit was 10% for the three months ended September 30, 2015 compared to 6% for the three months ended September 30, 2014 .

The Rest of world owned hotels reported segment profit of $4.1 million for the three months ended September 30, 2015 , a decrease of $3.5 million , or 46% , from $7.6 million for the three months ended September 30, 2014 . This was primarily due to earnings declines at Belmond Copacabana Palace and Belmond Safaris of $3.0 million and $1.2 million, respectively. Belmond Copacabana Palace recorded a decrease in segment profit having benefited from the 2014 FIFA World Cup held in Brazil last summer. The decrease at Belmond Safaris was due to the closure of Belmond Eagle Island Lodge, one of the three safari camps in Botswana, for renovation in January 2015. Partially offsetting these decreases was a $0.5 million growth at Belmond Hotel das Cataratas. As a percentage of Rest of world owned hotels revenue, segment profit was 17% for the three months ended September 30, 2015 compared to 23% for the three months ended September 30, 2014 .

The Part-owned/managed hotels reported segment profit of $2.4 million for the three months ended September 30, 2015 , an increase of $0.2 million , or 9% , from $2.2 million for the three months ended September 30, 2014 . This is primarily due to earnings growth at the Company’s Peru hotels joint venture.

The Owned trains and cruises reported segment profit of $3.7 million for the three months ended September 30, 2015 , an increase of $1.2 million , or 48% , from $2.5 million for the three months ended September 30, 2014 . Earnings growth from Venice Simplon-Orient-Express which benefited from the weaker euro due to its predominantly euro-denominated cost base, was partially offset by a decline in earnings at Belmond Northern Belle which suffered from weaker demand in the three months ended September 30, 2015 compared to the three months ended September 30, 2014 .

The Part-owned/managed trains reported segment profit of $6.8 million for the three months ended September 30, 2015 , an increase of $0.8 million , or 13% , from $6.0 million for the three months ended September 30, 2014 attributable to an increase in the number of tickets sold and average ticket prices at PeruRail.

Nine months ended September 30, 2015 compared to nine months ended September 30, 2014

The European owned hotels reported segment profit of $63.2 million for the nine months ended September 30, 2015 , a decrease of $0.1 million , from $63.3 million for the nine months ended September 30, 2014 . This decrease was the result of a $1.2 million decrease in earnings at Belmond Grand Hotel Europe, partially offset by earnings growth of $1.1 million at the Company's hotels in continental Europe and the United Kingdom. As a percentage of European owned hotels revenue, segment profit was 36% for the nine months ended September 30, 2015 and 34% for the nine months ended September 30, 2014 .

The North American owned hotels reported segment profit of $23.2 million for the nine months ended September 30, 2015 , an increase of $7.3 million , or 46% , from $15.9 million for the nine months ended September 30, 2014 . There was an increase in earnings of $2.1 million at Belmond La Samanna, which was negatively impacted by a mosquito-borne virus in St. Martin and elsewhere in the Caribbean in 2014 which did not recur in 2015, and also benefited from the impact of the weaker euro on its cost base. In addition, Belmond Charleston Place recorded earnings growth of $1.7 million following its rooms refurbishment, and Belmond Maroma Resort & Spa and Belmond El Encanto reported increase in earnings of $1.5 million and $1.1 million, respectively. As a percentage of North American owned hotels revenue, segment profit was 21% for the nine months ended September 30, 2015 compared with 15% for the nine months ended September 30, 2014 .

The Rest of world owned hotels reported segment profit of $18.6 million for the nine months ended September 30, 2015 , a decrease of $6.4 million , or 26% , from $25.0 million for the nine months ended September 30, 2014 . There was a $7.5 million earnings decrease at Belmond Copacabana Palace and $1.9 million decrease at Belmond Safaris, partially offset by a growth of $2.3 million

Table of Contents

in earnings in Belmond Miraflores Park, which was closed for renovation during the beginning months of 2014. As a percentage of Rest of world owned hotels revenue, segment profit was 21% for the nine months ended September 30, 2015 compared with 24% for the nine months ended September 30, 2014 .

The Part-owned/managed hotels reported segment profit of $2.0 million for the nine months ended September 30, 2015 , a decrease of $1.5 million , or 43% , from a segment profit of $3.5 million for the nine months ended September 30, 2014 . This is primarily due to a segment loss of $1.9 million recognized for Hotel Ritz by Belmond in the nine months ended September 30, 2015 as a result of additional costs incurred by the joint venture in association with its sale in May 2015.

The Owned trains and cruises reported segment profit of $4.2 million for the nine months ended September 30, 2015 and 2014 . Earnings growth at Venice Simplon-Orient-Express was offset by declines in segment profit at the Company’s two river cruises in Myanmar and at Belmond Northern Belle.

The Part-owned/managed trains reported segment profit of $14.2 million for the nine months ended September 30, 2015 , an increase of $2.4 million , or 20% from $11.8 million for the nine months ended September 30, 2014 , due to an increase in average ticket prices and the number of passenger tickets sold at PeruRail.

Gain on disposal of property, plant and equipment and equity method investments

Three months ended September 30, 2015 compared to three months ended September 30, 2014

A gain on disposal of $0.2 million was recorded in the three months ended September 30, 2015 compared to a $0.1 million gain in the three months ended September 30, 2014 . The gain in both periods relate to the recognition of the deferred gain following the March 2014 sale of Inn at Perry Cabin by Belmond, which Belmond has continued to manage under a management contract.

Nine months ended September 30, 2015 compared to nine months ended September 30, 2014

A gain on disposal of $20.1 million was recorded in the nine months ended September 30, 2015 compared to a $4.0 million gain in nine months ended September 30, 2014 . $19.7 million of the gain in the nine months ended September 30, 2015 relates to the gain on sale of Hotel Ritz by Belmond, the Company’s hotel joint venture in Spain, sold in May 2015. The remaining amount of $0.4 million in the nine months ended September 30, 2015 and the entire $4.0 million gain recognized in the nine months ended September 30, 2014 relates to the March 2014 sale of Inn at Perry Cabin by Belmond, which Belmond has continued to manage under a management contract. The disposal resulted in a gain of $6.7 million , of which $3.7 million was recognized on completion on March 21, 2014 and $3.0 million , relating to Belmond’s key money contribution, was deferred and is being recognized over the initial period of the management contract of five years.

Impairment of goodwill

Three months ended September 30, 2015 compared to three months ended September 30, 2014

A goodwill impairment charge of $4.1 million was recorded in the three months ended September 30, 2015 , which related to Belmond Grand Hotel Europe. See Note 7. There were no impairments to goodwill recorded in the three months ended September 30, 2014 .

Nine months ended September 30, 2015 compared to nine months ended September 30, 2014

A goodwill impairment charge of $9.8 million was recorded in the nine months ended September 30, 2015 . This consisted of $4.1 million at Belmond Grand Hotel Europe, $3.6 million at Belmond Jimbaran Puri Bali, $1.4 million at Belmond La Residence Phou Vao, and $0.7 million at Belmond Northern Belle. See Note 7. There were no impairments to goodwill recorded in the nine months ended September 30, 2014 .

Table of Contents

Depreciation and amortization

Three months ended September 30, 2015 compared to three months ended September 30, 2014

Depreciation and amortization was $12.2 million for the three months ended September 30, 2015 , an increase of $0.1 million , or 1% , from $12.1 million for the three months ended September 30, 2014 . Depreciation and amortization as a percentage of revenue was 7% in the three months ended September 30, 2015 and 2014 .

Nine months ended September 30, 2015 compared to nine months ended September 30, 2014

Depreciation and amortization was $37.2 million for the nine months ended September 30, 2015 , an increase of $0.2 million , from $37.0 million for the nine months ended September 30, 2014 . Depreciation and amortization as a percentage of revenue increased slightly to 9% for the nine months ended September 30, 2015 , from 8% in the nine months ended September 30, 2014 .

Loss on extinguishment of debt

Three months ended September 30, 2015 compared to three months ended September 30, 2014

Loss on extinguishment of debt was $Nil for the three months ended September 30, 2015 and 2014 .

Nine months ended September 30, 2015 compared to nine months ended September 30, 2014

Loss on extinguishment of debt was $Nil for the nine months ended September 30, 2015 compared to $14.5 million for the nine months ended September 30, 2014 . The loss for the nine months ended September 30, 2014 comprised of costs associated with the March 2014 corporate debt refinancing, which included an $8.9 million write-off of unamortized deferred financing costs, $4.0 million in swap cancellation costs and $1.3 million of fees to prepay Belmond’s previous loans.

Interest income, interest expense and foreign currency, net

Three months ended September 30, 2015 compared to three months ended September 30, 2014

Interest income, interest expense and foreign currency, net was an expense of $9.5 million for the three months ended September 30, 2015 , an increase of $1.9 million , or 25% , from an expense of $7.6 million for the three months ended September 30, 2014 . The increase in net expense is primarily due to interest expense on litigation settlements incurred this quarter.

Nine months ended September 30, 2015 compared to nine months ended September 30, 2014

Interest income, interest expense and foreign currency, net was an expense of $27.0 million for the nine months ended September 30, 2015 , an increase of $1.2 million , or 5% , from an expense of $25.8 million for the nine months ended September 30, 2014 . There was a greater foreign exchange loss of $3.5 million recognized in the nine months ended September 30, 2015 compared to $0.3 million recognized in the nine months ended September 30, 2014 , which was partially offset by the decrease in interest expense due to the weakened euro and reduced amortization of finance costs.

Table of Contents

Provision for income taxes

Three months ended September 30, 2015 compared to three months ended September 30, 2014

The provision for income taxes was $11.4 million for the three months ended September 30, 2015 , a decrease of $3.8 million , or 25% , from $15.2 million for the three months ended September 30, 2014 . Although the disposal of the Hotel Ritz by Belmond in May 2015 did not give rise to a tax charge, it had the effect of increasing the profit to which the annual effective tax rate was applied in the three months ended June 30, 2015. As a result, the tax charge for the three months ended June 30, 2015 increased by $5.0 million, but, as the transaction did not give rise to a tax charge, this effect is being reversed over the remainder of 2015. The tax benefit arising from this transaction in the three months ended September 30, 2015 was $4.8 million.

Nine months ended September 30, 2015 compared to nine months ended September 30, 2014

The provision for income taxes was $18.4 million for the nine months ended September 30, 2015 , an increase of $1.9 million , or 12% , from $16.5 million for the nine months ended September 30, 2014 . The main reason for the increase in tax expense for the nine months ended September 30, 2015 is an increase in underlying earnings before tax compared to the nine months ended September 30, 2014 .

Earnings from unconsolidated companies

Three months ended September 30, 2015 compared to three months ended September 30, 2014

Earnings from unconsolidated companies net of tax were $3.7 million for the three months ended September 30, 2015 , an increase of $0.6 million , or 19% , from $3.1 million for the three months ended September 30, 2014 . A tax charge of $1.6 million was recognized on earnings from unconsolidated companies for the three months ended September 30, 2015 , compared to $1.2 million for the three months ended September 30, 2014 .

Nine months ended September 30, 2015 compared to nine months ended September 30, 2014

Earnings from unconsolidated companies net of tax were $5.4 million for the nine months ended September 30, 2015 , an increase of $1.2 million , or 29% , from $4.2 million for the nine months ended September 30, 2014 . A tax charge of $1.5 million was recognized on earnings from unconsolidated companies for the nine months ended September 30, 2015 , compared to $1.8 million for the nine months ended September 30, 2014 .

Net losses from discontinued operations

Three months ended September 30, 2015 compared to three months ended September 30, 2014

The losses from discontinued operations for the three months ended September 30, 2015 were $0.4 million , compared with losses of $1.5 million for the three months ended September 30, 2014 . Losses from discontinued operations for the three months ended September 30, 2015 and 2014 comprised legal fees in relation to Ubud Hanging Gardens, as Belmond is pursuing legal remedies following the wrongful dispossession by the owner in November 2013 and residual operating losses from Porto Cupecoy which was sold in January 2013.

Nine months ended September 30, 2015 compared to nine months ended September 30, 2014

The losses from discontinued operations for the nine months ended September 30, 2015 were $0.6 million , compared with losses of $2.7 million for the nine months ended September 30, 2014 . Losses from discontinued operations for the nine months ended September 30, 2015 and September 30, 2014 comprised legal fees in relation to Ubud Hanging Gardens, as Belmond is pursuing legal remedies following the wrongful dispossession by the owner in November 2013 and residual operating losses from Porto Cupecoy which was sold in January 2013.

Table of Contents

Other comprehensive income/(losses): Foreign currency translation adjustments, net

Foreign currency translation adjustments for the nine months ended September 30, 2015 were a loss of $71.9 million , compared to a loss of $98.4 million for the nine months ended September 30, 2014 . The loss in the nine months ended September 30, 2015 largely resulted from the retranslation of Belmond’s net investment in subsidiary accounts denominated in foreign currencies into the group’s reporting currency of U.S. dollars as the majority of Belmond's operating currencies have depreciated against the U.S. dollar during the year. The loss was driven by a 33%, 15% and 8% depreciation, respectively, of the Brazilian real, Russian ruble and euro, against the U.S. dollar from the rate at December 31, 2014 , negatively impacting the carrying value of Belmond’s net investments denominated in those currencies.

The foreign currency translation adjustment loss for the nine months ended September 30, 2014 was partially due to the 20%, 8% and 4% depreciation, respectively, of the Russian ruble, euro and Brazilian real, against the U.S. dollar, and partially due to a loss of $49.4 million arising on the remeasurement of non-monetary assets and liabilities of Belmond’s Brazilian operations following a change in the functional currency of those entities. Prior to 2014, Belmond’s Brazilian operations used the U.S. dollar as their functional currency. Effective January 1, 2014, Belmond changed the functional currency to the Brazilian real. Belmond believes that the growth in the Brazilian operations’ real-denominated revenues and expenses indicated a change in the economic facts and circumstances that justified the change in the functional currency.

Liquidity and Capital Resources

Overview

Belmond’s primary short-term cash needs include payment of compensation, general business expenses, capital commitments and contractual payment obligations, which include principal and interest payment on its debt facilities. Long-term liquidity needs may include existing and ongoing property refurbishments, potential investment in strategic acquisitions, and the repayment of current and long-term debt. At September 30, 2015 , total debt and obligations under capital leases, including debt of consolidated variable interest entities, amounted to $600.1 million ( December 31, 2014 - $617.7 million ), which included a current portion of $5.4 million ( December 31, 2014 - $5.5 million ) repayable within 12 months. Additionally, Belmond had capital commitments at September 30, 2015 amounting to $6.6 million ( December 31, 2014 - $15.5 million ).

Belmond had cash and cash equivalents of $174.6 million at September 30, 2015 , compared to $135.1 million at December 31, 2014 . In addition, Belmond had restricted cash balances of $7.1 million , of which $6.4 million is classified as current restricted cash on the consolidated balance sheets and $0.7 million is classified in other assets ( December 31, 2014 - $2.7 million , of which $1.9 million was classified in restricted cash and $0.8 million was classified in other assets). At September 30, 2015 , there were undrawn amounts available to Belmond under committed lines of credit of $106.1 million ( December 31, 2014 - $101.5 million ), bringing total cash availability at September 30, 2015 to $280.7 million ( December 31, 2014 - $236.6 million ), excluding restricted cash. When assessing cash and cash equivalents within Belmond, management considers the availability of those cash resources held within local business units to meet the strategic needs of Belmond.

At September 30, 2015 , Belmond had $5.4 million of scheduled debt repayments due within one year. Belmond expects to meet these repayments and fund working capital and capital expenditure commitments for the foreseeable future from cash resources, operating cash flow and available committed borrowing.

In order to ensure that Belmond has sufficient liquidity for the future, Belmond’s cash flow projections and available funds are reviewed with the Company’s board of directors on a regular basis.

In March 2014, Belmond entered into a credit agreement (the “Credit Agreement”) providing for a $552.0 million secured term loan and a $105.0 million revolving credit facility, the proceeds of which were used to repay all outstanding funded debt apart from the debt of Charleston Center LLC, a consolidated VIE, which is non-recourse to Belmond, and apart from the debt of Belmond’s unconsolidated joint venture companies.

Recent Events Affecting Belmond’s Liquidity and Capital Resources

On March 23, 2015, Belmond’s board of directors announced a program enabling the Company to repurchase its class A common stock up to the value of $75.0 million . During the nine months ended September 30, 2015 , Belmond repurchased and retired 2,300,055 shares of class A common stock for a weighted average price of $12.06 per share, for an aggregate purchase price of approximately $27.7 million . The shares repurchased represented approximately 2% of the Company’s total shares of class A common stock outstanding prior to the repurchase. As at November 4, 2015 the Company had acquired 2,514,132 shares for consideration of $30.0 million.

Table of Contents

Covenant Compliance

The Credit Agreement limits Belmond’s ability to incur additional debt unless certain covenants are met. These covenants are measured on the performance of the consolidated group. The revolving credit facility in the Credit Agreement contains two financial covenants, a maximum net leverage test and a minimum interest cover test, which are both measured quarterly based on Belmond’s trailing 12 months results.

If Belmond does not comply with its financial covenants and the banks that provide the revolving credit facility declare a default and accelerate the repayment of their debt, this will cause an event of default under the Credit Agreement. The cross default threshold in the Credit Agreement to other debt that is recourse to Belmond is $25.0 million.

Belmond continues to closely monitor projected covenant compliance, and if there were a possibility of non-compliance with a covenant, Belmond would proactively meet with the agent or lending bank or banks of the relevant facility to seek an amendment or waiver. Obtaining a waiver may result in additional bank fees or an increase in the interest cost.

Based on its current financial forecasts, Belmond believes it will comply with all of the financial covenants in its loan facilities.

Working Capital

Current assets less current liabilities, including the current portion of long-term debt, resulted in a working capital surplus of $109.8 million at September 30, 2015 ( December 31, 2014 - $101.5 million ). This increase in working capital is largely due to the proceeds received from the sale of Hotel Ritz by Belmond on May 21, 2015, partially offset by an increase in accrued liabilities and deferred revenue.

Cash Flow - Sources and Uses of Cash

At September 30, 2015 and December 31, 2014 , Belmond had cash and cash equivalents of $174.6 million and $135.1 million , respectively. In addition, Belmond had restricted cash of $7.1 million (of which $6.4 million was classified as current restricted cash on the condensed consolidated balance sheets and $0.7 million was classified in other assets) and $2.7 million (of which $1.9 million was classified in restricted cash on the condensed consolidated balance sheets and $0.8 million was classified in other assets) as of September 30, 2015 and December 31, 2014 , respectively.

Operating Activities . Net cash provided by operating activities for the nine months ended September 30, 2015 was $81.3 million , compared to $61.7 million for the nine months ended September 30, 2014 .

The primary driver of operating cash flows is the result for the period, adjusted for any non-cash components. Net earnings from continuing operations were $16.0 million for the nine months ended September 30, 2015 , an improvement of $13.1 million from net earnings of $2.9 million for the nine months ended September 30, 2014 . In addition, during the nine months ended September 30, 2014 , the Company paid swap termination costs of $4.0 million and key money in relation to the management agreement of Inn at Perry Cabin by Belmond of $3.0 million , cash outflows which did not recur in the nine months ended September 30, 2015 . This improvement is offset in cash terms by the fact that the net earnings for the nine months ended September 30, 2014 included a loss on extinguishment of debt of $14.5 million . Additional non-cash items affecting net cash provided by operating activities include a goodwill impairment of $9.8 million in relation to Belmond Grand Hotel Europe, Belmond Jimbaran Puri, Belmond La Résidence Phou Vao and Belmond Northern Belle in the nine months ended September 30, 2015 compared to impairment of $Nil in the nine months ended September 30, 2014 , and a gain on disposal of $19.7 million in relation to the sale of Belmond’s equity method investment in Hotel Ritz by Belmond in the nine months ended September 30, 2015 , compared to a gain on disposal of property, plant and equipment of $4.0 million in relation to the sale of Inn at Perry Cabin by Belmond in the nine months ended September 30, 2014 .

Investing Activities . Net cash used in investing activities was $3.5 million for the nine months ended September 30, 2015 , compared to net cash used in investing activities of $11.9 million for the nine months ended September 30, 2014 .

Capital expenditure to acquire property, plant and equipment of $42.6 million during the nine months ended September 30, 2015 included $8.4 million at Belmond Charleston Place primarily for the hotel’s rooms renovation project, $4.5 million at Belmond Safaris primarily for the renovation of Belmond Eagle Island Lodge, $4.1 million at Belmond Grand Hotel Europe primarily for the renovation of the hotel’s main kitchen and new restaurant, $3.3 million for construction of the Grand Hibernian luxury sleeper train, $3.0 million at Belmond Hotel Cipriani primarily for the renovation of 16 rooms in the hotel’s main building, $2.2 million at Belmond Mount Nelson Hotel primarily for the renovation of banqueting and meeting rooms, $2.1 million at Belmond Hotel

Table of Contents

Splendido primarily for the refurbishment of ten rooms, $2.0 million at Belmond Villa San Michele primarily for a new function facility, $2.0 million on the Venice Simplon-Orient-Express and Belmond British Pullman primarily related to statutory safety works, $2.0 million at Belmond La Residencia primarily for a new bar and refurbishment of 12 junior suites and $1.7 million at Belmond Villa Sant’Andrea primarily to purchase an adjacent property and beach concession, with the balance being for routine capital expenditures.

Capital expenditure to acquire property, plant and equipment of $52.5 million during the nine months ended September 30, 2014 included $11.9 million at Belmond Charleston Place primarily for the first and second phases of the hotel’s rooms renovation project, $9.9 million at Belmond Grand Hotel Europe primarily for the conversion of 19 historic rooms into six suites and renovations of the hotel’s restaurants and meeting rooms, $4.7 million at Belmond Miraflores Park for the hotel’s renovation, $3.4 million at Belmond Hotel Cipriani primarily for the renovation of the hotel’s new Oro restaurant, $3.0 million at Belmond Hotel Splendido primarily for the renovation of several of the hotel’s rooms and suites, $2.8 million at Belmond Villa Sant’Andrea primarily for the six junior suites that opened in May 2014, $2.4 million at Belmond Copacabana Palace for the renovation of the hotel’s new MEE restaurant and other routine capital expenditure, $2.2 million on the Venice Simplon-Orient-Express and British Pullman primarily related to statutory safety works and $2.1 million at Belmond Le Manoir aux Quat’Saisons primarily for the construction of a new conservatory in the hotel’s garden, with the balance for routine capital expenditures.

During the nine months ended September 30, 2015 , disposal of Belmond’s equity method investment in Hotel Ritz by Belmond resulted in net cash proceeds of $43.7 million . The disposal resulted in a gain of $19.7 million which was recognized on completion and is reported within gain on sale from property, plant and equipment and equity method investments.

During the nine months ended September 30, 2014 , disposal of non-core assets of The Inn at Perry Cabin by Belmond resulted in net cash proceeds of $37.8 million . The disposal resulted in a gain of $6.7 million , of which $3.7 million was recognized on completion on March 21, 2014 and $3.0 million , relating to Belmond’s key money contribution, was deferred to be recognized over the initial period of the management contract. The gain on sale of $3.7 million is reported within gain on sale from property, plant and equipment and equity method investments. Belmond will continue to manage the hotel for the new owner under a management agreement with a ten-year term that permits termination on the fifth anniversary of the agreement.

During the nine months ended September 30, 2015 , there was a release of restricted cash of $0.6 million , compared to $7.6 million in the nine months ended September 30, 2014 . The amount released in the nine months ended September 30, 2014 related to the repayment of the outstanding property level funded debt of Belmond with the exception of the debt of Charleston Center LLC, a consolidated VIE, which took place in March 2014. Cash deposits were previously required to be held with lending banks to support Belmond’s payment of interest and principal.

Financing Activities . Net cash used in financing activities for the nine months ended September 30, 2015 was $32.5 million , compared to net cash used in financing activities of $9.1 million for the nine months ended September 30, 2014 .

Principal repayments under long-term debt were $4.1 million for the nine months ended September 30, 2015 , relating to scheduled amortization of existing debt.

During the nine months ended September 30, 2014 , Belmond drew $5.4 million of loans to fund capital expenditure at Belmond Miraflores Park and Belmond Grand Hotel Europe and refinanced a $12.0 million loan secured on Belmond Mount Nelson Hotel. Subsequent to these drawdowns, Belmond entered into a $552.0 million secured term loan, the proceeds of which were used to repay all outstanding funded debt of Belmond apart from the debt of Charleston Center LLC, a consolidated VIE, and the debt of Belmond’s unconsolidated joint venture companies. In August 2014, the debt of Charleston Center LLC was refinanced, resulting in an additional drawdown of $2.8 million. Principal repayments under long-term debt were $563.7 million for the nine months ended September 30, 2014 .

The nine months ended September 30, 2015 included a cash outflow of $27.4 million in relation to repurchases of Belmond’s class A common stock. There were no shares repurchases in the nine months ended September 30, 2014 .

Cash Flows from Discontinued Operations. The results of Ubud Hanging Gardens and Porto Cupecoy have been presented as discontinued operations for all periods presented.

Capital Commitments

Belmond routinely makes capital expenditures to enhance its business. These capital expenditures relate to maintenance, improvements to existing properties and investment in new properties. These capital commitments are expected to be funded through current cash balances, cash flows from operations and existing debt facilities.

Table of Contents

There were $6.6 million of capital commitments outstanding at September 30, 2015 ( December 31, 2014 - $15.5 million ) relating to project developments and refurbishment for existing properties.

Indebtedness

At September 30, 2015 , Belmond had $600.1 million ( December 31, 2014 - $617.7 million ) of consolidated debt, including the current portion and including debt held by consolidated variable interest entities. Total debt at September 30, 2015 includes a $2.2 million reduction to the face value of the corporate debt facility which reflects the balance of the unamortized original issue discount and will be amortized through interest expense over the term of the loan.

On March 21, 2014, Belmond entered into a $552.0 million secured term loan and a $105.0 million revolving credit facility, the proceeds of which were used to repay all outstanding funded debt apart from the debt of Charleston Center LLC, a consolidated VIE, and the debt of Belmond’s unconsolidated joint venture companies.

The term loan consists of two tranches, a $345.0 million U.S. dollar tranche and a €150.0 million euro-denominated tranche (equivalent to $207.0 million at draw down). The dollar tranche bears interest at a rate of LIBOR plus 3% per annum, and the euro tranche bears interest at a rate of EURIBOR plus 3.25% per annum. Both tranches are subject to a 1% interest rate floor. The term loan matures in March 2021 and the annual mandatory amortization is 1% of the principal amount. The euro-denominated tranche was repriced in June 2015 to a rate of EURIBOR plus 3% per annum.

The revolving credit facility matures in March 2019 and has a margin of 2.75% per annum, with a commitment fee of 0.4% paid on the undrawn amount.

The term loan and revolving credit facility are secured by pledges of shares in certain subsidiaries and by security interests in tangible and intangible personal property. There are no mortgages over real estate.

The weighted average duration of Belmond’s debt, including debt held by consolidated variable interest entities, is 5.3 years , and the weighted average interest rate is 4.28% which incorporates derivatives used to mitigate interest rate risk. See Note 9 to the Financial Statements regarding the maturity of long-term debt.

Debt of consolidated variable interest entities at September 30, 2015 included above comprised $97.4 million ( December 31, 2014 - $97.5 million ), including the current portion, of debt obligations of Charleston Center LLC, owner of Belmond Charleston Place in which Belmond has a 19.9% equity investment. In August 2014, Charleston Center LLC refinanced a secured loan of $83.2 million with a new $86.0 million loan secured on its real and personal property. The loan has a five year maturity, requires no amortization and bears interest at a rate of LIBOR plus 2.12% per annum. The debt obligations of Charleston Center LLC also include a 1984 development loan from public agencies in the principal amount of $10.0 million on which interest of $16.4 million has accrued. These amounts are included in the liabilities of Charleston Center LLC (see Note 4). The development loan matures in 2028 and during its term provides for the lenders to receive 15% of the “net proceeds” (as defined in the applicable loan agreement) from any sale or refinancing of the property (other than a refinancing of the $86.0 million first mortgage loan). There is no recourse to Belmond for debt obligations of Charleston Center LLC and the principal and interest payments on that debt are funded from the operations of Belmond Charleston Place.

Including debt of consolidated variable entities, approximately 27% of the outstanding principal amount of Belmond’s consolidated debt is in euros and the balance primarily in U.S. dollars. At September 30, 2015 , 49% of borrowings of Belmond were at floating interest rates.

Table of Contents

Belmond has guaranteed or contingently guaranteed debt obligations of certain of its unconsolidated joint venture companies. The following table summarizes these commitments at September 30, 2015 :



	Guarantee	Contingent guarantee	Duration
September 30, 2015	$ millions	$ millions

PeruRail joint venture:
Debt obligations	—	2.0	through 2017
Concession performance	—	6.7	through May 2016
Peru hotel joint venture:
Debt obligations	—	17.9	through 2020

Total	—	26.6

Belmond has contingently guaranteed the debt obligations of the rail joint venture in Peru through 2017 . Belmond has also guaranteed the rail joint venture’s contingent obligations relating to the performance of its governmental rail concessions through May 2016 . In addition, Belmond has contingently guaranteed $17.9 million of the debt obligations maturing in 2020 of the Peru hotels joint venture that operates four hotels. The contingent guarantees for each Peruvian joint venture may only be enforced in the event there is a change in control of the relevant joint venture, which would occur only if Belmond’s ownership of the economic and voting interests in the joint venture falls below 50%, an event which has not occurred and is not expected to occur.

Recent Accounting Pronouncements

As of September 30, 2015 , Belmond had adopted all relevant accounting guidance, as reported in Note 1 to the condensed consolidated financial statements. Accounting pronouncements to be adopted are also reported in Note 1.

Critical Accounting Policies and Estimates

For a discussion of these, see under the heading “Critical Accounting Policies” in Item 7 — Management’s Discussion and Analysis in the Company’s 2014 Annual Report on Form 10-K.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

Belmond is exposed to market risk from changes in interest rates and foreign currency exchange rates. These exposures are monitored and managed as part of its overall risk management program, which recognizes the unpredictability of financial markets and seeks to mitigate material adverse effects on consolidated earnings and cash flow. Belmond does not hold market rate sensitive financial instruments for trading purposes.

The market risk relating to interest rates arises mainly from the financing activities of Belmond. Earnings are affected by changes in interest rates on floating rate borrowings, principally based on U.S. dollar LIBOR and EURIBOR. Belmond management assesses market risk based on changes in interest rates using a sensitivity analysis. If the rate (including margin) paid by Belmond increased by 10% with all other variables held constant and after taking into account the 1% floor on the corporate term loan, annual net finance costs of Belmond would have increased by approximately $0.1 million based on borrowings outstanding at September 30, 2015 .

The market risk relating to foreign currencies arises from holding assets, buying, selling and financing in currencies other than the U.S. dollar, principally the euro, British pound, South African rand, Russian ruble and Brazilian real. Some non-U.S. subsidiaries of the Company borrow in local currencies, and Belmond may in the future enter into forward exchange contracts relating to purchases denominated in foreign currencies.

Table of Contents

Ten of Belmond’s owned hotels in 2015 operated in European euro territories, two in Brazilian real, one in South African rand, one in British pounds sterling, three in Botswana pula, two in Mexican peso, one in Peruvian nuevo sol, one in Russian ruble and six in various Southeast Asian currencies. Revenue of the Venice Simplon-Orient-Express, Belmond British Pullman, Belmond Northern Belle and Belmond Royal Scotsman trains was primarily in British pounds sterling, but the operating costs of the Venice Simplon-Orient-Express were mainly denominated in euros. Revenue derived by Belmond Maroma Resort and Spa, Belmond La Samanna and Belmond Miraflores Park was recorded in U.S. dollars, but the majority of the hotels’ expenses were denominated in Mexican pesos, European euros and Peruvian nuevo soles, respectively. Both revenue and the majority of expenses for Belmond Governor's Residence and Belmond La Résidence D'Angkor were recorded in U.S. dollars.

The currency of revenue and costs at Belmond's properties are generally the same. Belmond hedges the U.S. dollar value of its euro denominated net assets by drawing part of its debt in euros and designating that debt as a net investment hedge. In addition, a significant proportion of the guests at Belmond hotels located outside of the United States originate from the United States. When a foreign currency in which Belmond operates depreciates against the U.S. dollar, Belmond has some flexibility to increase prices in local currency, or vice versa. Management believes that when these factors are combined, Belmond does not face a material exposure to its net earnings from currency movements, although the reporting of Belmond’s revenue and costs translated into U.S. dollars can, from period to period, be materially affected.

Belmond management uses a sensitivity analysis to assess the potential impact on net earnings of changes in foreign currency financial instruments from hypothetical changes in the foreign currency exchange rates. The primary assumption used in this model is a hypothetical 10% weakening or strengthening of the foreign currencies against the U.S. dollar. However, because Belmond does not have at September 30, 2015 any significant financial instruments in a currency other than the functional currency of the operation concerned, apart from the euro-denominated indebtedness designated as a net investment hedge discussed in Note 19, there is no material potential impact on net earnings at September 30, 2015 as a result of hypothetical changes in the foreign currency exchange rates.

ITEM 4. Controls and Procedures

Disclosure Controls and Procedures

The Company’s chief executive officer and chief financial officer have evaluated the effectiveness of Belmond’s disclosure controls and procedures (as defined in SEC Exchange Act Rule 13a-15(e)) to ensure that the information included in periodic reports filed with the SEC is assembled and communicated to Belmond management and is recorded, processed, summarized and reported within the appropriate time periods. Based on that evaluation, Belmond management has concluded that these disclosure controls and procedures were effective as of September 30, 2015 .

Changes in Internal Control over Financial Reporting

There have been no changes in Belmond’s internal control over financial reporting (as defined in SEC Exchange Act Rule 13a-15(f)) during the third quarter of 2015 that have materially affected, or are reasonably likely to materially affect, Belmond’s internal control over financial reporting.

Table of Contents

PART II — OTHER INFORMATION

ITEM 1. Legal Proceedings

The information set forth under Note 17 to the accompanying consolidated financial statements included in this Quarterly Report on Form 10-Q is incorporated herein by reference.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Company Purchases of Equity Securities

The following table provides information about the Company’s purchases of equity securities for the three months ended September 30, 2015 .



Issuer Purchases of Equity Securities
Period	Total number of shares purchased	Average price paid per share	Total number of shares purchased as part of publicly announced plans or programs (1)	Approximate dollar value of shares that may yet be purchased under the plans or programs

July 1, 2015 - July 31, 2015	133,912	12.39	133,912	55,000,004
August 1, 2015 - August 31, 2015	102,000	11.32	102,000	53,845,228
September 1, 2015 - September 30, 2015	610,139	10.79	610,139	47,259,734

Total	846,051	11.11	846,051	47,259,734

______________


(1)	On March 23, 2015, Belmond’s board of directors authorized up to $75 million of share repurchases.

ITEM 6. Exhibits

The exhibit index appears on the page immediately following the signature page to this report.

Table of Contents

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: November 5, 2015



	BELMOND LTD.


	By:	/s/ Martin O’Grady
		Martin O’Grady
		Executive Vice President, Chief Financial Officer (Principal Accounting Officer)

Table of Contents

EXHIBIT INDEX



Exhibit No.	Incorporated by Reference to	Description

3.1	Exhibit 3.1 to July 2, 2014 Form 8-K Current Report (File No. 001-16017)	Memorandum of Association and Certificate of Incorporation of Belmond Ltd.
3.2	Exhibit 3.2 to June 15, 2007 Form 8-K Current Report (File No. 001-16017)	Bye-Laws of Belmond Ltd.
3.3	Exhibit 1 to April 23, 2007 Amendment No. 1 to Form 8-A Registration Statement (File No. 001-16017)	Rights Agreement dated June 1, 2000, and amended and restated April 12, 2007, between Orient-Express Hotels Ltd. and Computershare Trust Company N.A., as Rights Agent
3.4	Exhibit 4.2 to December 10, 2007 Form 8-K Current Report (File No. 001-16017)	Amendment No. 1 dated December 10, 2007 to Amended and Restated Rights Agreement (Exhibit 3.3)
3.5	Exhibit 4.3 to May 27, 2010 Form 8-K Current Report (File 001-16017)	Amendment No. 2 dated May 27, 2010 to Amended and Restated Rights Agreement (Exhibit 3.3)
10.1	Exhibit 10.1 to June 2, 2015 Form 8-K Current Report (File 001-16017)	First Amendment dated June 2, 2015, among Belmond Ltd., Belmond Interfin Ltd., Barclays Bank PLC, JPMorgan Chase Bank, N.A., and Credit Agricole Corporate and Investment Bank
10.2		Employment Agreement between Belmond (UK) Limited and H. Roeland Vos dated September 20, 2015
10.3		Letter Agreement between Belmond (UK) Ltd and H. Roeland Vos dated September 20, 2015
10.4		Separation Agreement between Belmond Ltd., Belmond (UK) Limited and John M. Scott III dated September 20, 2015
31		Rule 13a-14(a)/15d-14(a) Certifications
32		Section 1350 Certification
101		Interactive data file

Exhibit 10.2

BELMOND (UK) LIMITED

AND

H. ROELAND VOS

EMPLOYMENT AGREEMENT

This Agreement is between:

BELMOND (UK) LIMITED registered under company number 00946687 and which has its registered office at 1 ^st Floor, Shackleton House, 4 Battle Bridge Lane, London, SE1 2HP (the “ Employer ”); and

H. ROELAND VOS of Van Beverlaan 18, 1180 Ukkel, Belgium (“ you ”).


1	STARTING EMPLOYMENT


1.1	Your employment under this Agreement will start on 20 September 2015 (the “ Effective Date ”). No previous employment will count as continuous with your employment under this Agreement.


1.2	You warrant that you are not bound by any obligations that restrict you from starting employment or from carrying out any of your duties under this Agreement.


2	RIGHT TO WORK IN THE UK – INFORMATION AND CHECKS


2.1	Before starting employment you must provide us with acceptable evidence of your right to work in the UK.


2.2	You must tell us immediately of any changes in your immigration status or personal circumstances which may affect your right to work in the UK.


2.3	We may provide the Home Office with information about you from time to time if we are required to do so.


3	JOB TITLE AND DUTIES


3.1	Your job title will be President and Chief Executive Officer of the Employer and of its parent company, Belmond Ltd (as defined in clause 32).


3.2	During your employment, you must:


(a)	use your best endeavours to promote, protect, develop and further our business and the business of any Group Company;


(b)	save as provided in clause 22, unless prevented by incapacity, devote the whole of your working time, attention and abilities to our business;


(c)	diligently exercise such powers and perform any duties consistent with your role that the Board may assign to you;


(d)	comply with all reasonable and lawful directions consistent with your role that the Board may give you;


(e)	conduct your personal and working life in a way that does not damage or risk damaging our reputation;


(f)	familiarise yourself and comply with any policies, procedures and rules that we may issue from time to time;


(g)	promptly disclose to the Board any information which comes into your possession which may materially adversely affect our interests;


(h)	not exceed the limits of any authority that the Board give you from time to time; and


(i)	not commit us to any expenditure or obligations of an unusually onerous or exceptional nature without the prior consent of the Board.


3.3	You must promptly disclose to the Board any material breach by us or any Group Company of any legal or applicable regulatory obligation, any material financial mismanagement or any other malpractice of ours or of any Group Company which comes to your attention.

3.4

You must comply with, and do such things as are necessary to ensure compliance by us and any relevant Group Company with, all our, or any Group Company’s, legal and compliance policies and procedures in relation to insider trading and anti-bribery, as well as our obligations under U.S. securities laws and the New York Stock Exchange rules and all other applicable laws, including the UK Bribery Act of 2010.


4	HOLDING OFFICE AS A DIRECTOR


4.1	Your basic salary is inclusive of any fees due to you from us or any Group Company as an officer of the Employer or any Group Company.


4.2	As part of your role and subject always to the terms of the Employer’s charter, by-laws or other constitutional documents (including, without limitation, those relating to the removal of directors), you will remain appointed a director of the Employer.


4.3	Except with the prior approval of the Board you must not resign as a director of the Employer or of any Group Company unless your resignation is for a Good Reason.


4.4	While you hold the office of director of the Employer or of any Group Company you must:


(a)	act as such a director and carry out duties consistent with that capacity for and on our, or any Group Company’s, behalf including, if so required by the Board, acting as an officer or consultant of any Group Company;


(b)	familiarise yourself with and observe our, and any relevant Group Company’s, constitution (as altered from time to time);


(c)	comply with all duties, responsibilities and obligations (whether statutory, fiduciary or common law) as a director of the Employer and any relevant Group Company; and


(d)	not do anything that would cause you to be disqualified from acting as a director, either by law or under our, or any relevant Group Company’s constitution.


4.5	On termination of your employment, for any reason, you will, without compensation or payment:


(a)	resign with immediate effect as a director of the Employer and of any Group Company and from any other position which you may hold as a director or a trustee for reasons connected with your employment; and


(b)	transfer to us or as we direct any shares or other securities held by you solely in the capacity of a nominee or trustee for the Employer or any Group Company and deliver to the Employer the related certificates.

You irrevocably appoint such person as the Board may nominate to be your attorney with power in your name and on your behalf to execute any documents and do anything necessary to give effect to any such requirement to resign or to transfer shares or securities.


5	WORKING HOURS

5.1

You will be required to work such hours as are required to fulfil your obligations under this Agreement which shall be no less than 9.00 a.m. to 6.00 p.m. Monday to Friday. For the avoidance of doubt, you will be required to work additional hours, including hours at weekends or during public holidays, whenever this is reasonably necessary to carry out your duties properly. This has already been taken into account in determining your salary and benefits and you will not be entitled to extra pay if you work additional hours. We may vary your core working hours from time to time on reasonable notice.


5.2	You agree that you may work for more than an average of 48 hours a week unless you notify us in writing at the time of signing this Agreement that you do not wish to do so. If you change your mind about the agreement to work for more than an average of 48 hours a week, you must give us three months’ notice in writing.


5.3	If we request, you must keep such records and permit such monitoring or restrictions of your working time as we require.


6	PLACE OF WORK


6.1	Your normal place of work will be the Employer’s London office.


6.2	Where we have reasonable grounds for doing so, we may change your normal place of work to any other location within the Greater London area on giving you reasonable advance notice.


6.3	As part of your duties, we may require you:


(a)	to travel both within the UK and overseas; and


(b)	to work temporarily at any location within the UK or overseas, including the premises of any Group Company.


7	SALARY AND EXPENSES


7.1	Your basic salary will be £605,806 (calculated using the Financial Times spot rate at closing on 18 September 2015) per year.


7.2	We will pay your salary monthly in arrears by equal monthly instalments on or around the last working day of each month in respect of the whole calendar month by transfer into a UK bank account of your choice.

7.3

Your salary will not be reviewed before 2017. There is no right to a review or to an increase. When reviewing salaries, we may take into account whatever factors we consider appropriate. These will not necessarily be the same from year to year or as between employees of similar status. Any increase is discretionary. We will not pay any increase (whether notified to you or not) if either party has given the other notice of termination of employment before that increase takes effect.


7.4	We will reimburse all reasonable business expenses as long as they are supported by receipts and reasonably incurred by you in the proper performance of your duties in accordance with our current expenses policy.


7.5	Any payments due from you to us (or to a Group Company) may be deducted from your salary and from any other money due to you from us (or from a Group Company). As you know, you are not permitted as the CEO and President of a company listed on the New York Stock Exchange to have any loans from any Group Company.


8	BONUS


8.1	You shall for the duration of the Initial Fixed Term (as defined by clause 19.1) and, if applicable, the Extended Fixed Term (as defined by clause 19.2), be entitled to participate in the Employer’s annual incentive plan, in accordance with and, save as otherwise provided in this clause 8, subject to the rules of the plan in force from time to time.


8.2	Under the current annual incentive plan, you will be entitled to receive an annual bonus subject to the Compensation Committee being satisfied that Goals and Objectives relating to your individual performance as well as the specified Belmond Ltd financial performance metrics during a financial year have been met. In respect of each financial year, we will notify you of:


(a)	your Goals and Objectives; and


(b)	the percentage proportion of your bonus payment which shall be referable to your achievement of your Goals and Objectives (the “Individual Proportion”) and the percentage proportion of your bonus payment which shall be referable to Belmond Ltd’s achievement of its budgeted EBITDA (the “Company Proportion”).

Your Goals and Objectives, the Individual Proportion and the Company Proportion will be set by the Employer in its sole discretion for each financial year but will be based on discussions between you and the Chairman and, as appropriate, the Chairman of the Compensation Committee and account shall be taken of your representations. Although we will take account of any representations that you may make before deciding whether your Goals and Objectives have been met, whether we are satisfied that your Goals and Objectives have been met is a matter for the Compensation Committee’s sole discretion and a decision as to whether or not your Goals and Objectives have been satisfied will be final.


8.3	It is agreed that for the duration of the Initial Fixed Term and, if applicable, the Extended Fixed Term, your “on-target” bonus payment shall not fall below an amount equivalent to 100 per cent. of your basic salary provided always that in respect of the:


(a)	Individual Proportion, you have met (but not exceeded) all your Goals and Objectives (i.e. achieved a score of 100 per cent.); and


(b)	Company Proportion, Belmond Ltd has achieved 100 per cent. of its budgeted EBITDA in the relevant financial year.

The maximum bonus capable of being paid shall not in any circumstances exceed 200 per cent. of your basic salary.


8.4	Subject to clause 8.3 above:


(a)	we may, at any time, modify, replace or discontinue a bonus scheme in respect of subsequent years, provided that to the extent that any such modification, replacement or discontinuance is adverse to you (as opposed to beneficial to others) you shall be treated no less favourably than any other member of the senior executive team; and


(b)	a bonus in one year will not give you any right to be awarded a bonus in any subsequent year.

8.5

In respect of the 2015 calendar year only, your bonus target will be £161,290 (calculated using the Financial Times spot rate at closing on 18 September 2015), which will be based entirely on your Goals and Objectives. The Chairman will collaborate with you during the first 3 weeks after the Effective Date to develop appropriate Goals and Objectives but a decision about the Goals and Objectives for 2015 shall be made by the Chairman in consultation with the Compensation Committee (and such decision will be final).

8.6

In respect of the 2016 calendar year, 25% of the bonus will be based on the Individual Proportion. The remaining 75% will relate to the Company Proportion and shall be calculated on the basis set out in the table below. For the avoidance of doubt, for the purposes of calculating the bonus payable to you in respect of the Company Proportion, linear interpolation shall apply between the “Threshold”, “Target” and “Maximum” breakpoints.



	Threshold	Target	Maximum
EBITDA Actual v Target	90%	100%	125%
% of Target Bonus Earned	40%	100%	200%


8.7	Any bonus payable under this clause 8 shall be paid less any deductions required by law and in accordance with the rules of the annual incentive plan, with such payments usually being paid by the Employer between 1 March and 15 April of the calendar year immediately following the calendar year in respect of which the bonus was earned.


8.8	Save pursuant to the terms of the Change in Control Agreement, we will not pay a bonus to you if at the date on which the bonus is paid you are no longer employed by us, or if either party has given the other notice of termination of employment save that, in respect of the bonus earned in the calendar years 2018 and 2020, you need only be employed on 31 ^st December in that year.


8.9	Payments made and benefits conferred in respect of bonus will not be consolidated into base salary, nor will they count towards any remuneration-related benefits such as pension entitlement or life assurance.


8.10	For the avoidance of doubt if there is any conflict between this clause 8 and the rules of the Employer’s annual incentive plan in force from time to time, the terms of this clause 8 shall prevail.

8.11

You understand and acknowledge that you will be subject to the clawback regulations of the U.S. Securities Exchange Commission and the New York Stock Exchange and any other applicable laws, as well as any such clawback policies currently set out in the rules of the existing 2015 Corporate Annual Incentive Programme or subsequently instituted as required by law or regulation by the Employer or any Group Company with respect to any bonus granted to you.


9	INITIAL INCENTIVE AWARD

9.1

You will be entitled to receive an initial incentive award in the form of stock options, subject to the rules of Belmond Ltd’s Long Term Incentive Plan (the “ LTIP ” ) in force from time to time and the terms of the Side Letter (dated the same date as this Agreement) (the “ Side Letter ”). A copy of the LTIP and details of the initial incentive award shall be provided by the Employer to you separately.


9.2	You understand and acknowledge that you will be subject to the clawback regulations of the U.S. Securities Exchange Commission and the New York Stock Exchange and otherwise in accordance with the terms of the Side Letter.


10	LONG TERM INCENTIVE PLAN


10.1	You shall be entitled to participate in the LTIP in accordance with and subject to the rules of the LTIP in force from time to time and the terms of the Side Letter. Details of your LTIP participation entitlement shall be provided by the Employer to you separately.


10.2	You understand and acknowledge that you will be subject to the clawback regulations of the U.S. Securities Exchange Commission and the New York Stock Exchange and otherwise in accordance with the terms of the Side Letter.


11	INSURANCE

11.1

From the Effective Date, and during your employment, you shall, provided you meet (and continue to meet) the relevant insurer’s eligibility terms, conditions and requirements, be entitled to participate in such personal accident insurance, private medical expenses insurance, life assurance and permanent health insurance (“ PHI ”) arrangements as the Employer has in place for its London based senior executive team from time to time, at the rate and/or level of cover then applicable to other members of the existing London based senior executive team or higher.


11.2	As an alternative to the PHI arrangements in clause 11.1 (the “standard PHI arrangements”), you may elect to take out a permanent health insurance or income protection scheme in your own name (the “alternative PHI arrangements”) and

the Employer reimburse (during the course of your employment) the cost of that scheme up to a maximum of 110 per cent. of the cost to the Employer of providing the standard PHI arrangements. In the event that:


(a)	you elect to take the alternative PHI arrangements;


(b)	your employment terminates before the Subsequent Expiry Date (as defined in clause 19); and


(c)	you are, at the point of termination, in receipt of benefits under the alternative PHI arrangements (or are in the process of making a claim those arrangements)

the Employer will continue to meet these costs until the earlier of (i) the Subsequent Expiry Date or (ii) the date on which you are no longer in receipt of benefits or your claim for benefits (and any subsequent appeal) has been rejected.


11.3	To the extent possible under the existing private medical expenses insurance arrangements (as set out in clause 11.1) the Employer will cover you, your wife and unmarried dependent children below the age of 21 (or such other age limit provided generally under the Employer’s group medical insurance plan from time to time).


11.4	The benefits available under any current or any replacement scheme will depend upon the terms, conditions and requirements of that scheme from time to time and whether or not the relevant insurer considers them to be satisfied. We will pay benefits to you only to the extent that and for so long as we receive benefits from the relevant insurer for payment to you.


11.5	Subject to clause 11.1, we may, at any time, modify, replace or discontinue any such scheme at our discretion. The terms, conditions and requirements of any current or replacement scheme may change from time to time. The replacement, discontinuance or change in terms, conditions or requirements of a scheme may result in the loss of any benefit you may be receiving or about to receive at the time.

11.6

If the relevant insurer refuses or otherwise fails to provide cover or benefits under the personal accident, private medical expenses, life assurance and/or PHI scheme, we will pass to the insurer such reasonable representations as you may wish to make in respect of such refusal or failure. However, we will have no duty to take any further steps or to incur expense in relation to such refusal or failure (and, in particular, will have no obligation to obtain medical reports or to take proceedings against any such insurer).

11.7

If you elect to take the standard PHI arrangements and you are in receipt of benefits under the current or any replacement PHI scheme (or for so long as you are in the process of making a claim under any such scheme), we agree not to terminate your employment, save that your employment shall expire automatically at the end of the Extended Fixed Term and you agree that that expiry will result in you losing any existing or prospective benefits under the PHI scheme.


11.8	If the relevant insurer accepts a claim relating to you for benefits under either the standard PHI arrangements or alternative PHI arrangements:


(a)	you will cease to be entitled to any further salary or sick pay from us during any period in which benefits are paid; and


(a)	we may appoint another individual to fulfil your duties on a temporary or permanent basis.


11.9	Any request by you for the terms of the insurances set out in this clause 11 (or any other benefits offered by the Employer) to be enhanced will be considered by the Board of Belmond Ltd when it next reviews the benefits payable to the London based senior executive team.


12	HOUSING PROVISION/ALLOWANCE AND COMMUTATION EXPENSES


12.1	The Employer shall, during the course of your employment, provide (for your non-exclusive use) a furnished apartment in London (with a rental value of no more than £7,500 per month), such apartment to be acceptable to you (in your reasonable discretion).

12.2

Subject to production of receipts or other appropriate evidence of payment, the Employer shall reimburse you in respect of the cost of travel expenses reasonably incurred by you in travelling between London and your family homes in Brussels and Amsterdam. There shall be no limit to the number of times per year you may choose to travel provided that the clear understanding and expectation between you and the Employer is that unless you are away on business, holiday or sickness absence, you will work from the Company’s London offices from Monday to Friday.


13	PENSION


13.1	From the Effective Date, you will be enrolled in our Group Personal Pension Scheme (the “ Scheme ”) as long as you meet statutory enrolment criteria. In these circumstances we will make employer contributions to the Scheme in respect of

you. You will also be required to make employee contributions. Our contributions will be 7 per cent. of your salary (rising to 8 per cent. in 2017); yours will be 1 per cent. Nothing in this Agreement shall prevent you from making additional pension contributions although, for the avoidance of doubt, you shall be responsible for any tax liability arising in respect of pension contributions exceeding the tax-free annual limit on pensions.


13.2	You consent to our deducting your employee pension contributions from your salary.


13.3	We will notify you after the signing of this Agreement whether there is a contracting out certificate in force in respect of your employment.


13.4	Enrolment in and membership of the Scheme is subject to its rules and to statutory legal requirements from time to time.


13.5	Provided that we shall not reduce the level of employer contributions we may otherwise vary or replace arrangements (including the rules of the Scheme and the terms on which you participate) relating to pensions at any time as we think fit. If we vary the arrangements we may increase the contributions that you are required to make in order to comply with our auto-enrolment obligations.


14	HOLIDAYS


14.1	Our holiday year runs from 1 January to 31 December.


14.2	In addition to public holidays, you will be entitled to 25 days’ paid holiday in each complete holiday year.


14.3	If you start employment part way through a holiday year, your entitlement to holiday will be calculated on a pro rata basis. Any part day's holiday will be rounded up to the nearest half day.


14.4	Your entitlement to holiday will accrue on a daily basis and, subject to obtaining approval from the Chairman, may be taken before it has accrued (although you cannot take holiday entitlement from any following holiday year).


14.5	Your entitlement to holiday (including public holidays) is inclusive of your entitlement to statutory annual holiday and additional statutory annual holiday. In any holiday year your entitlement to holiday (including public holidays) will be taken in the following order: statutory annual holiday followed by additional statutory annual holiday followed by non-statutory holiday.


14.6	You should always give reasonable advance notice of any proposed holiday dates to the Chairman.


14.7	If we or you have given the other notice of termination of employment, we may require you to use any remaining holiday entitlement during the notice period.


14.8	If your employment terminates part way through a holiday year we will pay you l/260 of your salary for each day’s holiday which has accrued for that holiday year but not been taken. If you have exceeded your accrued entitlement, you must repay the appropriate sum (adopting the same calculation set out above). We may deduct any repayment from any sums due to you.


15	SICK PAY

15.1

Subject to your compliance with the Employer’s policy on notification and certification of periods of absence from work as disclosed to you, you may, at the Board's sole discretion, continue to be paid your basic salary and, where it is considered appropriate, any bonus payable during any period of absence from work due to sickness, injury or other incapacity. Any such payment will be inclusive of any statutory sick pay payable in accordance with applicable legislation in force at the time of absence.


15.2	You will not be paid during any period of absence from work (other than due to holiday, sickness, injury or other incapacity) without the prior permission of the Board.


15.3	For SSP purposes, your qualifying days will be Monday to Friday.


16	SICKNESS ABSENCE


16.1	If you are absent from work on any day because you are sick or injured you must follow the Employer’s policy on notification and certification of periods of absence from work as disclosed to you.


17	MEDICAL EXAMINATIONS


17.1	We may, at our expense and at any time (whether you are absent from work or not), require you:


(a)	to obtain and give to us a medical report from your GP or another person responsible for your clinical care; and/or


(b)	to be examined or tested by a medical practitioner appointed by us so that we can receive medical advice about you.


17.2	Subject to your rights under the Access to Medical Reports Act 1988, you must not refuse, fail to attend or arrange appointments or refuse your consent to the disclosure of any report or test results.


18	DIRECTORS’ & OFFICERS’ LIABILITY INSURANCE


18.1	We will maintain Directors’ and Officers’ Liability insurance for you in respect of those liabilities which you may incur as a director or officer of the Employer or any Group Company. The risks covered and time limitations are subject to the terms of the policy as amended from time to time. A copy of the policy is available from the Company Secretary.


19	EXPIRY DATE AND TERMINATION OF EMPLOYMENT


19.1	This contract is for a fixed term which will end on 31 December 2018 (the “ Expiry Date” ) unless terminated earlier or extended as set out below ( the “ Initial Fixed Term ”) .


19.2	The Initial Fixed Term shall automatically be extended by a two year period (the “ Extended Fixed Term” ) ending on 31 December 2020 (the “ Subsequent Expiry Date” ) unless:


(a)	this Agreement is terminated in accordance with its terms before the Expiry Date; or


(b)	either party serves on the other no less than 3 months’ notice (to be served no later than 30 September 2018) of the termination of this Agreement on the Expiry Date.


19.3	In circumstances where the Initial Fixed Term has been extended in accordance with clause 19.2, your employment shall automatically terminate on the Subsequent Expiry Date without the need for notice.


19.4	We may opt to terminate your employment at any time before the Expiry Date or the Subsequent Expiry Date (as the case may be) and, in lieu of any entitlement to be paid in relation to the unexpired period of the Initial Fixed Term (or, if termination occurs after the Expiry Date, the Extended Fixed Term) and subject always to clauses 19.5 and 19.6:


(a)	pay you the sum of $2,000,000 (two million US dollars) (the “ Severance Payment ”); and


(b)	(to the extent that we are able to) maintain private medical expenses insurance for you for a period of 18 months from the termination date (the “ Severance Period ”) (subject to the terms of the relevant policy or scheme) or (if maintaining private medical expenses insurance during the Severance Period is not possible) pay you a sum equal to the cost of you obtaining equivalent cover.


19.5	The Severance Payment will be paid in 18 equal instalments (subject to such deductions for tax and national insurance contributions as may be required) with one instalment being made in each of the 18 months of the Severance Period provided always that in respect of each month of the Severance Period you have:


(a)	not breached your obligations under clause 24.1 of this Agreement in such a way that the breach has a materially adverse effect on the Employer or any Group Company;


(b)	not breached your obligations under clause 24.2 of this Agreement in such a way that the breach has a materially adverse effect on the Employer or any Group Company; and


(c)	complied in full with your obligations under clause 29 of this Agreement.

19.6

Your entitlement to receive the Severance Payment is subject to the requirement that you enter into a valid and binding Settlement Agreement with the Employer (in which (subject to this 19.6) you waive all claims you may have against the Employer and any Group Company) prior to the date on which the first instalment of the Severance Payment is due. For the avoidance of doubt, the provisions of the Settlement Agreement shall not prevent you bringing proceedings to:


(a)	enforce any terms of this Agreement; the Side Letter; the Change in Control Agreement; the Indemnification Agreement or any subsequent contractual agreement in each case which survive the termination of your employment;


(b)	enforce the terms of the Settlement Agreement; and


(c)	enforce your rights in relation to your equity under the LTIP in accordance with the rules of the LTIP.


19.7	Provided that you give the Employer 3 months’ notice in writing, you may resign at any time during the Initial Term or the Extended Term for a Good Reason and shall, subject always to clauses 19.5 and 19.6, be entitled to receive the Severance Payment following the termination of your employment by reason of such resignation.

19.8

If either party gives notice to terminate this Agreement under clause 19.2(b) (or otherwise any notice period is agreed in writing between the parties), we may at any time during the relevant notice period require you to remain away from our premises; to work from home; to carry out special projects outside the normal scope of your duties; not to contact customers, suppliers or employees of the Employer or any Group Company without our permission and not to carry out some or all of your normal duties. We may appoint another person to carry out any of your duties at such times. If we exercise this right, you will receive the salary and benefits to which you are entitled (including bonus, if any is payable) and you must:


(a)	immediately return to the Employer all documentation including any copies and articles or property in your possession custody or control belonging to the Employer or any Group Company;


(b)	immediately return to the Employer all documentation or articles which contain records of Confidential Information;


(c)	not (unless otherwise requested) enter onto the premises of the Employer or any Group Company without the prior written consent of the Chairman;


(d)	continue to comply with your implied duties, including those of good faith and fidelity; and


(e)	continue to comply with the express duties set out in this Agreement, except those from which we explicitly release you.


19.9	For the avoidance of doubt you and the Employer agree that during any period where you are required to remain away from our premises under clause 19.8:


(a)	the Employer has no duty to provide you with work;


(b)	you shall not commence any other employment or engagement; and


(c)	the Employer may require you to take any accrued but untaken holiday during any such period.


19.10	We may terminate your employment immediately without notice or payment in lieu of the unexpired period of the Initial Fixed Term (or, if termination occurs after the Expiry Date, the Extended Fixed Term) and without payment of the Severance Payment in appropriate circumstances, including but not limited to, if:


(a)	you commit any serious or (after due warning and with a material adverse effect on the Employer) repeated breach or non-observance of this Agreement or refuse or neglect to comply with any reasonable and lawful directions of ours, any Group Company, or the Board;


(b)	you are guilty of gross misconduct;


(c)	you have materially damaged or risk materially damaging the Employer’s reputation or the reputation of any Group Company;


(d)	you cause or permit a material breach of any applicable law or regulation (including but not limited to laws regarding health and safety and licensing);


(e)	you commit a material breach of confidentiality in relation to a customer of the Employer or any Group Company; or


(f)	other than for a Good Reason, you resign from office as a director of the Employer or of Belmond Ltd or of any other Group Company or refuse to hold office as a director of the Employer or of Belmond Ltd or of a Group Company;

(g)

you fail or cease to meet the requirements of any regulatory body whose consent is required to enable you to undertake all or any of your duties under this Agreement or are in serious breach of the rules and regulations of such regulatory body or of the Employer’s Code of Conduct, Corporate Governance Guidelines, Employee Handbook or any compliance policy, such breach having a material adverse effect on the Employer;


(h)	you become prohibited by law from being a director;


(i)	you become bankrupt or make any arrangement or composition with or for the benefit of your creditors generally; or


(j)	you are convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed).


19.11	For the avoidance of doubt, notwithstanding the provisions set out in this clause 19, you shall not have any entitlement to, and will not be paid, any payments referred to in this clause 19 if any amount becomes payable and is paid to you under the Change of Control Agreement.


20	RETURN OF PROPERTY AND PASSWORDS


20.1	Upon termination of your employment you must:


(a)	immediately return all items of our property which you have in your possession in connection with your employment (including any car, keys, security pass, mobile phone, computer, disks, tapes, memory sticks, business cards, credit cards, documents or copies of documents); and

(b)

if you have any document or information belonging to us on a personal computer (which is not to be returned under the above provisions), forward a copy to us and then (insofar as reasonably practicable) irretrievably delete the document or information. You will permit us to inspect any such computer on request to ensure such steps have been taken provided the extent of such inspection is solely for the purposes of ensuring such steps have been taken.


20.2	If asked to do so, you must inform us of any computer passwords used by you in the course of your employment or any passwords of which you are otherwise aware.


20.3	We may withhold payment of your final salary or any other payment due or outstanding upon termination of your employment until you have fully complied with your obligations to return property and, in so far as possible, reveal passwords.


21	GRIEVANCES, DISCIPLINARY ISSUES AND SUSPENSION


21.1	If you have a grievance relating to your employment, you should raise this in the first instance with the Chairman of the Audit Committee of the Board.


21.2	We have a Disciplinary Procedure. This is a policy document designed to apply where a disciplinary issue is contemplated. The procedure includes:


(a)	the disciplinary rules applicable to you; and


(b)	an appeal procedure designed to apply where you are dissatisfied with any disciplinary decision relating to you. Such an appeal should be made to the Chairman of the Audit Committee of the Board whose decision shall be final.

21.3

We may suspend you for however long we consider appropriate to investigate any aspect of your performance or conduct or to follow disciplinary proceedings. We may attach conditions to any such suspension. You must comply with any such conditions and co-operate fully with any investigation. During any period of suspension, you would normally receive the same pay and benefits as if you were at work, although we reserve the right to withdraw and/or defer pay and/or benefits in appropriate circumstances. Before doing so, we would normally follow the procedure set out in the Disciplinary Procedure.


21.4	The Grievance and Disciplinary Procedures are policy documents only. As policy documents, neither forms part of your terms and conditions of employment and accordingly we may change them from time to time or decide not to follow them. Copies are available from Human Resources.


22	OUTSIDE EMPLOYMENT AND INTERESTS


22.1	During your employment you must not, without our written permission, hold office in, be employed by, be engaged in or by, or have any direct or indirect interest in, any other business or organisation (other than as a shareholder of up to 3 per cent. of its issued shares for the purposes of investment only) save that you may retain your existing investment in Greeniant.


22.2	Notwithstanding clause 22.1, you may:


(a)	continue to hold and perform the duties associated with your directorship of Albron B.V. provided that, in the Board's reasonable opinion, there is no material conflict at any time between such position and duties and the duties which you owe under this Agreement or as a result of your directorship(s) of the Employer, Belmond Ltd or any Group Company; and


(b)	continue to hold and perform the duties associated with your directorship of JOA Group Holding, (French Societe par actions simplifie) (“ Joa ”) until such time as your resignation from such company becomes effective. You undertake that you will submit your resignation from the position you hold with Joa to that company and:


(i)	you will use your best efforts to secure that such resignation becomes effective with effect from 31 December 2015; and


(ii)	in the event that your resignation has not become effective before, you will ensure that it becomes effective no later than 31 March 2016

unless, in the Board's reasonable opinion, there is a material conflict at any time between you performing such duties and the duties which you owe under this Agreement or as a result of your directorship(s) of the Employer, Belmond Ltd or any Group Company in which case you shall resign your directorship of Joa immediately upon such opinion being notified to you.


23	SHARE DEALING AND OTHER CODES OF CONDUCT

You must comply with, and use your best endeavours to ensure that relevant members of your family comply to the extent applicable with, all codes of conduct, including Belmond Ltd’s Code of Conduct and Corporate Governance Guidelines and all policies and procedures of Belmond Ltd and the Employer, adopted from time to time, including the Employer’s share trading policy, copies of which are available from the Employer’s investor website in the Governance section.


24	CONFIDENTIALITY AND NON DENIGRATION


24.1	During and after your employment, you must not (unless required to do so by law, protected in doing so by a statutory right of protected disclosure or doing so in properly performing your duties under this Agreement):


(a)	use any trade secrets or Confidential Information for any purposes other than ours; or


(b)	disclose any trade secrets or Confidential Information to any person.

24.2

You will not at any time during or after your employment directly or indirectly make any statement or other remark in relation to the Employer, Belmond Ltd, any Group Company or a Specified Person which is intended to or might reasonably be expected to damage the reputation of or be detrimental to or otherwise critical of the Employer, Belmond Ltd, the Group Company or the Specified Person. The Employer agrees to use all reasonable endeavours both during and after your employment to ensure that no director or senior executive officer of the Employer, Belmond Ltd or any Group Company directly or indirectly makes any statement in respect of you which is intended to or might reasonably be expected to damage your reputation or be detrimental to or otherwise critical of you.


25	PERSONAL INFORMATION


25.1	We aim to comply with the provisions of the Data Protection Act 1998 and have adopted a Data Protection Policy, which includes an explanation of what data we process about you, and the purposes for which we do so. The Policy may be found in the Employer’s Employee Handbook.

25.2

You consent to our processing personal information about you where this is necessary for reasonable business purposes including (without limitation) sharing appropriate information on a confidential basis with third party benefits providers and payroll operators. This may involve processing sensitive personal data about you including details relating to your health, ethnicity and any criminal record. You also consent to our transferring relevant personal information about you to our parent company’s offices in Bermuda, to the United States and to other locations where we currently or may in the future have operations where we reasonably consider this to be necessary or it is part of our standard reporting requirements.


25.3	You must tell us of any changes in your home address and other contact details.


26	MONITORING

We monitor our premises and the use of our communication facilities. The circumstances and purposes for which we do so are explained in our IT Policy, a copy of which may be obtained from Human Resources. This is a policy document which does not form part of your terms and conditions of employment and which may be changed from time to time.


27	INTELLECTUAL PROPERTY


27.1	You agree that, because of the nature of your duties and responsibilities, you are under a special obligation to further our interests.


27.2	You:


(a)	agree that all Works and any Inventions (including all Intellectual Property Rights in the Works and Inventions) belong to us from the date of creation;


(b)	(to the extent that they do not vest automatically) hereby assign to us with full title guarantee and free from all encumbrances (and in the case of copyright by way of a present assignment of future copyright) all Intellectual Property Rights in the Works and in any Inventions;


(c)	undertake to do anything reasonably required (both during and after the termination of your employment) to ensure that all such Intellectual Property Rights belong to or are assigned to us and to assist us in protecting or maintaining them (although we will not be obliged to do so);


(d)	will promptly disclose in writing and deliver any Inventions to us and will not disclose any Inventions to anyone else without our prior consent; and


(e)	(both during and after the termination of your employment) will give any information, explanations or demonstrations reasonably requested of you to enable us to make use of any Works or Inventions.


27.3	You undertake to do anything reasonably required (both during and after the termination of your employment) to ensure that any domain names registered in your name during the course of or in connection with your employment by us are assigned to us (although we will not be obliged to maintain any registrations).


27.4	If any moral right or analogous right arises in respect of any Work you:


(a)	hereby waive and agree not to assert (save as directed by us) such rights; and


(b)	will ensure that all applicable consents have been obtained to entitle us to make the fullest use of such rights without restriction or further payment.


27.5	You consent to our doing any act, which would, in the absence of such consent, infringe your rights in performance under Part II of the Copyright, Designs and Patents Act 1988 or any similar legislation in the world (such as recording a presentation or workshop given by you).


27.6	You irrevocably appoint such director as the Board may nominate to be your attorney and in your name and on your behalf to execute any documents and do any acts necessary to ensure that you comply with your obligations under this clause.


28	HEALTH AND SAFETY


28.1	In accordance with health and safety legislation, you must:


(a)	take reasonable care for the health and safety of yourself and other persons who may be affected by your acts or omissions;


(b)	co-operate with us to enable us to ensure so far as is reasonably practicable the health, safety and welfare at work of all our employees and to comply with any other duties or requirements relating to health and safety; and


(c)	not interfere with or misuse anything provided by us in the interests of health, safety or welfare.


29	RESTRICTIONS AFTER EMPLOYMENT


29.1	In this clause:

“Client” means any Person who at any time during the period of 12 months immediately before the Termination Date was a client or customer of ours or any Relevant Group Company:


(a)	with whom you had material dealings or for whom you had responsibility on behalf of us or any Relevant Group Company at any time during that period; or


(b)	in respect of whom you obtained or otherwise received Confidential Information;

“Confidential Information” has the meaning set out in clause 32 below;

“ Directly or Indirectly ” means directly or indirectly on either your own account or in conjunction with or on behalf of any other Person;

“Key Person” means any individual


(a)	who at any time during the period of 12 months immediately before the Termination Date was engaged or employed as an employee, director or consultant by us or any Relevant Group Company (other than an individual in business on his/her own account providing professional independent advisory services to us or any Relevant Group Company);


(b)	with whom you worked to a material extent or for whom you had managerial responsibility at any time during that period; and


(c)	who was employed or engaged during that period in a senior, financial, managerial, creative, account handling, technical sales, professional or equivalent capacity;

“ Materially Involved ” means Directly or Indirectly employed or engaged by or interested in, other than as a shareholder of up to 3 per cent. of the issued shares of any company listed on any recognised investment exchange for the purposes of investment only, where recognised investment exchange has the meaning given in section 285 of the Financial Services and Markets Act 2000;

“Person” means individual, firm, company, association, corporation or other organisation however constituted;

“Prospective Client” means any Person who at any time during the period of 6 months immediately before the Termination Date had Relevant Discussions in which you were materially involved, for which you had responsibilities or about which you obtained or otherwise received Confidential Information;

“ Relevant Discussions ” mean any discussion, pitch, tender, presentation, negotiation or invitation to enter into or participate in any discussion, pitch, tender, presentation or negotiation, with us or any Relevant Group Company, with a view to receiving products or services from us or any Relevant Group Company;

“Relevant Group Company” means any Group Company for which you carried out work or had responsibility both in the period of 12 months immediately prior to the Termination Date and in the course of your employment by us;

“Restricted Products or Services” means any products or services which compete with or are of the same or similar kind as any products or services:


(a)	provided by us or any Relevant Group Company in the ordinary course of our or their business during the period of 12 months immediately before the Termination Date; and


(b)	in respect of which you were directly concerned, were materially involved or had responsibility during your employment by us; or


(c)	about which you obtained or otherwise received Confidential Information;

“Supplier” means any Person:


(a)	who at any time during the period of 12 months immediately before the Termination Date provided products or services to us or any Relevant Group Company; and


(b)	with whom you had material dealings or for whom you had responsibility on behalf of us or any Relevant Group Company at any time during that period; or


(c)	in respect of whom you obtained or otherwise received Confidential Information;

“Termination Date” means the date of termination of your employment with us.


29.2	In order to protect our and any Relevant Group Company’s confidential information, trade secrets, goodwill, customer/client base, potential customer/client base, supplier base, other business connections and stable workforce, you agree to be bound by the restrictions set out below.


29.3	For the periods set out below immediately following the Termination Date you will not either Directly or Indirectly:


(a)	for 12 months in competition with us or any Relevant Group Company provide, or be Materially Involved with any Person providing, Restricted Products or Services;


(b)	for 12 months encourage or try to encourage any Client or any Prospective Client either not to give custom or to take custom away from us or any Relevant Group Company;


(c)	for 12 months in competition with us or any Relevant Group Company either:


(i)	solicit or try to solicit the custom of any Client or any Prospective Client with a view to supplying that Client or Prospective Client with Restricted Products or Services; and/or


(ii)	supply Restricted Products or Services to any Client or any Prospective Client;


(d)	for 12 months:


(i)	solicit or try to solicit any Key Person; and/or


(ii)	employ or enter into partnership or association with or retain the services of any Key Person or offer to do so;


(e)	for 12 months solicit or try to solicit or place orders for the supply of products or services from any Supplier if a reasonably likely consequence is that the Supplier will cease supplying, materially reduce its supply or vary detrimentally the terms on which it supplies products or services to us or any Relevant Group Company.


29.4	Any period of restriction set out above will be reduced by one day for every day of any notice period during which we have required you both to remain away from our premises and not to carry out your normal duties.


29.5	In the event that this Agreement expires on either the Expiry Date or the Subsequent Expiry date, you shall not be bound by the provisions of clause 29.3(a). For the avoidance of doubt, in the event that your employment is terminated in any other circumstances (including without limitation, in accordance with clause 19.4), you shall remain bound by your obligations in clause 29.3(a).


29.6	You undertake that:


(a)	if you receive an offer of employment or engagement with a Person other than us or any Group Company, either during your employment or during the period for which the restrictions set out above remain in force, you will immediately provide that Person with a complete copy of this clause and the relevant definitions; and


(b)	if you accept the offer, you will immediately notify us of the identity of the Person and your acceptance of the offer.


29.7	You agree that we are entering into the above restrictions and all relevant definitions for our own benefit and as trustee for each Relevant Group Company.


30	ASSISTANCE IN LEGAL PROCEEDINGS

Both during and, subject to your obligations to any future employer or equivalent after the termination of your employment you will provide both us and any Group Company with whatever assistance may reasonably be required in connection with actual or prospective legal or regulatory proceedings or related investigations. We will pay your reasonable out-of-pocket expenses in doing so.


31	THIS AGREEMENT


31.1	This Agreement will be governed by the laws of England and Wales and the Courts of England and Wales will have non-exclusive jurisdiction to adjudicate any disputes arising under it.


31.2	By signing this Agreement, you confirm that you are not entering into employment with us in reliance upon any oral or written representations made to you by us or on our behalf.


31.3	This Agreement, the Side Letter, the Change in Control Agreement and the Indemnification Agreement contain the whole agreement between you and us in connection with your employment. With effect from the date upon which your employment under this Agreement starts or started, this Agreement replaces all previous terms and conditions (whether in writing or not) connected with your employment by us.


31.4	There are no collective agreements that affect the terms and conditions of your employment.


31.5	Where there is a reference in this Agreement to the making of a payment or provision of a benefit, that payment or benefit shall be subject to such deductions for tax and national insurance contributions as may be required.


32	DEFINITIONS


32.1	In this Agreement:

“Belmond Ltd” means Belmond Ltd, a company registered in Bermuda with its registered office at Canon’s Court, 22 Victoria Street, Hamilton, HM12, Bermuda, whose class A common shares are listed on the New York Stock Exchange;

“Board” means the board of directors of the Employer and/or Belmond Ltd from time to time or any committee duly authorised by it;

“Chairman” means the chairman of the Board of Directors of Belmond Ltd from time to time;

“Change in Control Agreement” means the severance agreement entered into between you and Belmond Ltd on the date of this Agreement;

“Confidential Information” means any confidential information, including but not limited to:


(a)	lists of our or any Group Company’s actual or potential clients;


(b)	details of relationships or arrangements with or knowledge of the requirements of our or any Group Company’s actual or potential clients, including terms of business and pricing arrangements in force or under discussion;


(c)	details of our or any Group Company’s business methods, finances, prices or pricing strategy, marketing or development or management plans or strategies or forecasts;


(d)	details of any tenders, pitches or presentations proposed or made by us or any Group Company;


(e)	personal information about any of our directors or employees;


(f)	information divulged to us or any Group Company by a third party in confidence; and


(g)	any information relating to us or any Group Company or any of our clients which we, Group Company or the client in question reasonably considers (or is likely to consider) to be confidential.

Confidential Information does not include information which is generally known or easily accessible by the public, unless it is generally known or easily accessible by the public because of a breach of your obligations.

“ EBITDA” means earnings before interest, taxes, depreciation and amortization.

“ Goals and Objectives” means the personal goals and objectives which shall be notified to you by the Employer in accordance with clause 8.2.

“ Good Reason ” shall mean a resignation by you in circumstances (other than those in which you have given your express written consent) in which:

(a)

you have been assigned duties inconsistent with the terms of this Agreement, your status as a senior executive officer of the Company or a substantial adverse alteration in the nature or status of your responsibilities. For the avoidance this paragraph (a) shall not include circumstances in which you are removed or not re-elected as a director under the Employer or any Group Company’s charter, by-laws or other constitutional documents;


(b)	the Employer reduces your annual base salary as in effect on the date hereof or as the same may be increased from time to time;


(c)	your principal place of employment is relocated to a location more than 50 miles from your principal place of employment or the Employer requiring you to be based anywhere other than such principal place of employment (or permitted relocation thereof);


(d)	the Employer fails to pay to you any portion of your current compensation within thirty (30) days of the date such compensation is due;

(e)

the Employer or any Group Company fails to continue in effect any compensation plan in which you participate which is material to your total compensation, including but not limited to the stock option, bonus and other incentive plans in place from time to time, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Employer or a Group Company to continue your participation therein (or in such substitute or alternative plan) on a basis not materially less favourable, both in terms of the amount or timing of payment of benefits provided and the level of your participation relative to other participants. For the avoidance of doubt, a resignation will not be deemed to be a Good Reason resignation if the failure in this paragraph (e) is required by the banking covenants of the Employer or any Group Company;


(f)	the Employer or Group Company:


(1)	fails to continue to provide you with benefits substantially similar to those that you participate in on an individual basis (rather than benefits schemes (including, without limitation, personal accident insurance, private medical expenses insurance, life assurance and permanent health insurance) that you enjoy as a member of the senior executive team); or


(2)	in relation to benefits that you enjoy as a member of the senior executive team, makes a materially detrimental change to any such benefit which only affects you (and no other member of the senior executive team).

“ Group Company ” means any holding company or subsidiary of the Employer from time to time and any other subsidiary of any holding company of the Employer from time to time, where “holding company” and “subsidiary” have the meanings given in section 1159 of the Companies Act 2006;

“ Indemnification Agreement” the indemnification agreement entered into between you and Belmond Ltd on the date of this Agreement;

“Invention ” means any invention, improvement, modification, device, concept, process, formula, model or prototype which is created, devised, developed, discovered or worked on by you (whether alone or jointly) during the period of your employment by us which is:


(a)	capable of exploitation by us in the normal course of our business; or


(b)	so created, devised, developed, discovered or worked on by you during the course of or in connection with your employment by us;

“ Intellectual Property Rights ” means:

(a)

patents, petty patents, short term patents, utility models, registered designs, trade or service marks, present and future copyright, performance rights, unregistered design rights, database rights, rights in any compilation of data, rights in any trade, brand or business names, rights in any trading style or get-up, rights in goodwill or any and all other analogous rights subsisting anywhere in the world whether registered or unregistered; and


(b)	any application for or any right to apply for registration of any such right; and


(c)	any revival, extension, renewal or reversion of any such right; and


(d)	the benefit (subject to the burden) of any agreement, arrangement or licence in connection with any such right;

“ Specified Person ” means any of the former or existing employees, directors, officers or shareholders of the Employer, Belmond Ltd or any Group Company, each in that capacity;

“ Work ” means any material, data, document or object (whether in electronic or physical form), idea, information, name, trading style or get up, business method, trade secret, know-how, technique or goodwill which is created, devised, developed, delivered, discovered or worked on by you (whether alone or jointly) during the period of your employment by us which is:


(e)	capable of exploitation by us in the normal course of our business; or


(f)	so created, devised, developed, discovered, delivered or worked on by you during the course of or in connection with your employment by us.]

“ Written ” or “ in writing ” includes any methods of representing or reproducing words in a legible and non-transitory form, including by way of electronic communications.


32.2	References to “ we ”, “ us ” and “ our ” shall be to the Employer.

SIGNED on behalf of the Employer /s/ Martin O'Grady

DATED 20/9/2015

I have read, understood, agree and accept the terms and conditions of employment set out in this Agreement.

SIGNED AND DELIVERED AS A DEED

by you /s/ H. Roeland Vos

DATED 20/9/2015

In the presence of

Witness signature /s/

Witness name & address

Exhibit 10.3

20 September 2015

Dear Roeland

Proposed annual long term incentive and sign on equity

The purpose of this letter is to set out the Company’s offer for an initial incentive award and annual incentive awards under Belmond Ltd.’s 2009 Long Term Incentive Plan (“ LTI plan” ) which shall take effect should you be appointed as CEO and President. This letter is intended to be contractually binding.

Terms defined in this letter have the same meaning as in your employment agreement (“ Employment Agreement ”) unless otherwise stated.


1.	Initial incentive award

You would be entitled to receive an initial award of 75,000 deferred class A common shares, vesting in three tranches. The first tranche would vest on 31 December 2016 and would be the proportion of the award which can be found by expressing the period between your appointment and 31 December 2016 as a fraction of the period between your appointment and 31 December 2018. The balance of the award would vest in two equal tranches on each of 31 December 2017 and 31 December 2018. The award would vest irrespective of whether you remain employed on the vesting date or whether notice of termination of employment has been served unless your employment was terminated (or notice was served) for cause in accordance with clause 19.10 of your Employment Agreement (“ Cause ”) or you resigned (or served notice of your resignation) other than for a Good Reason.


2.	2015 annual incentive award

Your annual incentive award under the LTI plan would befor options granted over 96,165 class A common shares at an exercise price of $13.75 per share, which was calculated on the basis of an award equal to 150% of your base salary and for 2015 you would receive a pro-rated award entirely in stock options over class A common shares. The exercise price per share is struck at 25% above the closing price of the shares on 18 September 2015 and the award would vest pro rata annually over 4 years from that date.

If your employment terminates prior to the Expiry Date, your stock options would lapse in their entirety unless your employment terminates prior to the Expiry Date for a reason specified in clause 6(b) (A) to (E) in the stock option agreement (which would be in accordance with the Company’s pro forma stock option grant (a copy of which is attached to this letter)), in which case the stock options would remain in force and vest on your termination date. Provided you are still employed by the Company up to the Expiry Date, all unvested awards at the Expiry Date would remain in force and continue to vest in accordance with their terms, notwithstanding the subsequent termination of your employment as a result of the conclusion of the term of the Agreement.


3.	Subsequent annual incentive awards for 2016, 2017 and 2018


•	As stated, your annual incentive award under the LTI plan for 2016, 2017 and 2018 would be 150% of your base salary at the time of award (“ Relevant Base Salary ”).


•	Provided you are employed by the Company up to the Expiry Date, all unvested awards at the Expiry Date would remain in force and continue to vest in accordance with their terms, notwithstanding the subsequent termination of your employment.


•	If your employment terminates prior to the Expiry Date:


•	your deferred or restricted share awards and stock options would lapse in their entirety unless your employment terminates prior to the Expiry Date for an Early Vesting Event (as defined in the award

agreement (which would be in accordance with the Company’s pro forma award agreement (a copy of which is attached to this letter))), in which case the deferred or restricted share awards or stock options would remain in force and vest on your termination date; and

•

your performance share awards would lapse in their entirety unless (a) your employment terminates for an Early Vesting Event (as defined in the award agreement (which would be in accordance with the Company’s pro forma award agreement)), in which case your performance share awards would remain in force and vest on your termination date to the extent that the performance conditions were satisfied or (b) your employment was terminated without Cause or you resigned for Good Reason, in which case, your performance share awards would remain in force and continue to vest to the extent that the performance conditions were satisfied and in accordance with their terms, notwithstanding the termination of your employment.


•	If your employment is terminated for Cause, all your unvested awards and options would lapse but you would retain your vested awards and options (notwithstanding, in the case of your vested stock options, that your employment may have terminated for misconduct impropriety or inefficiency) but subject always to any clawback obligations referred to in paragraph 8 below.

•

For 2016 the LTI plan structure would be as follows: LTI Equity Component Mix: 50% performance shares, 30% restricted or deferred shares, and 20% stock options. By way of example for 2016 an award equal to 75% of your Relevant Base Salary would be made in the form of performance shares; an award equal to 45% of your Relevant Base Salary would be made in the form of restricted or deferred shares and an award equal to 30% of your Relevant Base Salary would be made in the form of stock options. For the avoidance of doubt the 30% restricted or deferred share award will not be subject to any performance conditions.


•	Performance shares would be granted annually and would be earned upon the degree of achievement versus 3-year forward EBITDA goals approved by the Compensation Committee of Belmond Ltd. (“ Committee ”) (or a subsequent alternative financial goal(s) selected by the Committee) on a three year cliff vesting basis.



	Threshold	Target	Maximum
EBITDA Actual v Target	90%	100%	125%
% of Target Bonus Earned	40%	100%	200%


•	Restricted or deferred shares would be granted annually, each grant vesting 25% annually over 4 years.


•	Stock options would be granted annually, each grant vesting 25% annually over 4 years.


•	Stock options will not be subject to any performance conditions save performance conditions mutually agreed between you and the Committee provided that stock options struck at a premium to market value shall not be deemed to be subject to performance conditions for these purposes.


4.	The above awards would be granted subject to the rules of the LTI plan in force from time to time and in accordance with Belmond Ltd.’s policy on allocation of equity instruments for LTI plan awards in force at the time of the relevant grant.

You understand and acknowledge that the Committee has full discretion to modify the LTI plan each year and to reduce or vary your on-going participation in the LTI plan (and any similar or replacement plans) for 2017 and following years without compensation, provided that (a) the percentage of target performance shares earned upon achieving the target EBITDA as set out in paragraph 3 of this letter (or a subsequent alternative financial metric(s) selected by the Committee) may not be decreased; and (b) the aggregate value of your LTI plan awards each year shall not be less than 150% of your Relevant Base Salary, unless in either case you consent.


6.	You further understand and acknowledge that the Committee has full discretion to modify, amend or replace the LTI plan and/or the policies thereunder provided that to the extent that any such modification, replacement or

discontinuance is adverse to you (as opposed to beneficial to others) you shall be treated no less favourably than any other member of the executive team measured by reference to your overall compensation package .


7.	The Company shall interpret the forfeiture provisions in Rule 9 of the LTI plan so that the only forfeiture provisions that would apply to your awards would be the clawback provisions referred to in paragraph 8 below or any provisions required by law or regulation whether now or in the future.


8.	You also understand and acknowledge that you would be subject to the clawback regulations of the U.S. Securities Exchange Commission and the New York Stock Exchange, as well as any such clawback policies currently in place or subsequently instituted by the Company or the Belmond Group with respect to the LTI plan as required by law or regulation.


9.	Any unvested awards will vest prior to or concurrently with a Change in Control (as defined under the LTI plan).


10.	The initial incentive award and your 2015 annual incentive award will be granted as soon as practicable after you commence employment and all other awards shall be granted shortly after the first quarter meeting of the Board of Directors of Belmond Ltd., when such awards are approved after the commencement of the relevant financial year.


11.	Where the terms of this letter differ from the terms of the proforma award agreements attached to this letter, the terms of this letter will take precedence.

12.

This letter is governed by and shall be construed in accordance with the laws of England. Non-contractual obligations (if any) arising out of or in connection with this letter (including its formation) shall also be governed by the laws of England provided that, in accordance with the rules of the Plan, the validity, construction, and effect of the Plan, any rules and regulations relating to the Plan and any award documents shall be determined in accordance with the laws of the Islands of Bermuda.


13.	The Parties submit to the exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute or matter (whether contractual or non-contractual) arising out of or in connection with this letter.

Yours sincerely

/s/ Martin O’Grady

For and on behalf of Belmond (UK) Ltd

Exhibit 10.4

Without Prejudice and Subject to Contract

SEPARATION AGREEMENT

between

BELMOND LTD.

and

BELMOND (UK) LIMITED

and

JOHN MARCY SCOTT III

TABLE OF CONTENTS


1	INTERPRETATION 1


2	TERMINATION AND ARRANGEMENTS PRIOR TO TERMINATION 2


3	UK COMPANY’S OBLIGATIONS 3


4	EMPLOYEE’S OBLIGATIONS 4


5	WAIVER OF CLAIMS 6


6	CONFIDENTIALITY 8


7	SUBJECT TO CONTRACT AND WITHOUT PREJUDICE 9


8	ENTIRE AGREEMENT AND PREVIOUS CONTRACTS 9


9	VARIATION 9


10	COUNTERPARTS 10


11	THIRD PARTY RIGHTS 10


12	GOVERNING LAW AND JURISDICTION 10


SCHEDULE 1 CLAIMS	11


SCHEDULE 2 ADVISER’S CERTIFICATE	14


SCHEDULE 3 RESIGNATION LETTER	15


SCHEDULE 4 REFERENCE	16

THIS AGREEMENT is made on 20 September 2015 between the following parties:


(1)	BELMOND LTD. , a company registered in Bermuda with its registered office at Canon’s Court, 22 Victoria Street, Hamilton, HM12 Bermuda (the “ Parent Company ”);


(2)	BELMOND (UK) LIMITED incorporated and registered in England and Wales with registered number 00946687 whose registered office is at 1st Floor, Shackleton House, 4 Battle Bridge Lane, London SE1 2HP (the “ UK Company ”); and


(3)	JOHN MARCY SCOTT III of 1 Clifton Hill, St John’s Wood, London NW8 0QE (the “ Employee ”).

WHEREAS


(A)	The Employee has been employed since 8 November 2012 as President and Chief Executive Officer of the UK Company and the Parent Company under a service agreement dated 8 November 2012 (the “ Service Agreement ”).


(B)	The Employee’s employment with the UK Company will terminate on the Termination Date (as defined below).

(C)

The parties are entering into this Agreement to record and implement the terms on which they have agreed to settle any claims which the Employee has or may have in connection with his employment or its termination or otherwise against the UK Company or any Group Company (as defined below) or any of its or their directors, officers and/or employees whether or not those claims are, or could be, in the contemplation of the parties at the time of signing this Agreement, and including, in particular, any statutory complaints which the Employee has raised or raises in this Agreement.


(D)	The parties intend this Agreement to be an effective waiver of any such claims and to satisfy the conditions in relation to compromise and/or settlement agreements in the relevant legislation.

(E)

The Parent Company and UK Company are entering into this Agreement for themselves and as agents and trustees for all other Group Companies. It is the parties’ intention that each Group Company and each of their directors, officers and/or employees should be able to enforce any rights they have under this Agreement, subject to and in accordance with the Contracts (Rights of Third Parties) Act 1999.

AGREED TERMS


1	INTERPRETATION


1.1	The definitions in this clause apply in this Agreement.

“ Adviser ” means Helen Farr of Fox Williams LLP.

“ Confidential Information ” means information (whether or not recorded in documentary form or stored on any magnetic or optical disk or memory) relating to the business, products, affairs, market position, employees and finances of the UK Company or any Group Company for the time being confidential to the UK Company or any Group Company and trade secrets including, without limitation, technical data and know-how relating to the business of the UK Company or any Group Company or any of its or their business contacts.

“ Copies ” means copies or records of any Confidential Information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) including, without limitation, extracts, analysis, studies, plans, compilations or any other way of representing or recording and recalling information which contains, reflects or is derived or generated from Confidential Information.

“ Group Company ” means the UK Company, the Parent Company, any company of which the Company or the Parent Company is a Subsidiary (its holding company) and any Subsidiaries of the UK Company or the Parent Company or of any such holding company, and any joint venture in which such a Subsidiary holds at least a 30% equity interest, and “ Group ” shall be construed accordingly.

“ HMRC ” means Her Majesty’s Revenue & Customs and, where relevant, any predecessor body which carried out part of its functions.

“ Pre-Contractual Statement ” means any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the Employee’s employment or its termination under this Agreement other than as expressly set out in this Agreement or any documents referred to in it.

“ Subsidiary ” means in relation to a company (a holding company) a subsidiary as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) its nominee and any other company which is a subsidiary (as so defined) of a company which itself is a subsidiary of such a holding company.

“ Termination Date ” means 20 September 2015.


1.2	The headings in this Agreement are inserted for convenience only and shall not affect its construction.


1.3	A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.


1.4	A reference to one gender includes a reference to the other gender.


1.5	The recitals form part of this Agreement and should be taken into account for the purposes of its construction and interpretation.


1.6	The schedules to this Agreement form part of (and are incorporated into) this Agreement.


2	TERMINATION AND ARRANGEMENTS PRIOR TO TERMINATION


2.1	Subject to the other provisions of this Agreement, the Employee accepts and confirms that his employment with the UK Company (and any other Group Companies) shall terminate with immediate effect on the Termination Date.


2.2	The UK Company shall:


(a)	pay the Employee his salary through the Termination Date in the usual way; and

(b)

provide the contractual benefits as set out in the Service Agreement to the Employee (namely personal accident insurance, private medical expenses insurance, life assurance, and permanent health insurance coverage, employer pension contributions (if applicable) and his Expatriate Allowance (as defined in the Service Agreement), in the usual way through the Termination Date but not, for the avoidance of doubt, any bonus payments.


2.3	The Employee confirms that he shall submit his expenses claims (if any) prepared in the usual way no later than five business days after the Termination Date and the UK Company shall reimburse the Employee for any such expenses properly incurred prior to the Termination Date in the usual way.


3	UK COMPANY’S OBLIGATIONS

3.1

Subject to and conditional on the Employee continuing to comply with the terms of this Agreement, the UK Company shall, on the next available payroll date following the expiry of the revocation period referred to in clause 5.2, provided that on such date (i) the UK Company is in receipt of a copy of this Agreement signed by the Employee (provided that the Employee has not revoked this Agreement during the seven day revocation period) and (ii) the UK Company is in receipt of a copy of a signed letter from the Adviser in the form set out in Schedule 2 in respect of this Agreement (the “ Adviser’s Certificate ”), pay to the Employee, as compensation for the loss of his

employment and loss of office, the sum of US$2,791,650 (to be converted by the UK Company into (and paid in) Pounds Sterling) (the “ Termination Payment ”) less any amount to be deducted by the UK Company pursuant to clause 3.2 (and less such deductions for tax, employee’s national insurance contributions and other withholdings as the UK Company is required to make).

3.2

With respect to the deferred share award that was granted to the Employee pursuant to clause 6 of the Service Agreement and the Orient-Express Hotels’ 2009 Share Award and Incentive Plan (the “ LTIP ”) and set forth in the notice of deferred share award to the Employee dated 8 November 2012 (the “ Award ”), 110,000 unvested shares under the Award shall accelerate and become vested as of the Termination Date and paid in accordance with the section entitled ‘Payment’ in the Award, subject to and in accordance with the LTIP rules and the terms of the Award. For the avoidance of doubt, (i) the UK Company may deduct from the Termination Payment a sum equal to the amount of withholdings for applicable taxes and social security contributions (including national insurance contributions) required to be made in connection with the vesting of these 110,000 shares and (ii) all other outstanding unvested equity awards under the LTIP that are held by Employee as of the Termination Date shall be forfeited.

3.3

The deductions for tax and other statutory deductions to be made from the payment at clause 3.1 by the UK Company and/or any relevant Group Company shall be made as legally required under United Kingdom tax laws. The Employee hereby agrees to be responsible for the payment of any tax, national insurance contributions and other statutory deductions as required by the law of other jurisdictions in respect of all and any part of the payment referred to in clause 3.1 and to indemnify each and every Group Company (and to keep each and every Group Company indemnified on a continuing basis) against all liabilities to taxation, employee’s national insurance contributions and/or statutory deductions including any interest, fines, penalties, surcharges, costs and expenses (the “ Excess Tax ”) which they may incur under the law of any or all such other jurisdictions in respect of all and any part of the payment referred to in clause 3.1.

3.4

Before making any further payment of tax, Excess Tax or other statutory deductions in relation to payment referred to in clause 3.1, the UK Company will inform the Employee as soon as reasonably possible of the body claiming that the payment is due, provide the Employee with all documentation relating to the claim as soon as is reasonably practicable and consult with the Employee regarding any response to such claim.


3.5	The UK Company shall reimburse any expenses incurred by the Employee as a consequence of complying with his obligations under clause 4.7, provided that such expenses are approved in advance by the UK Company and provided that the Employee provides such evidence of such expenses as the UK Company may reasonably require.

3.6

Subject to and conditional on the Employee continuing to comply with the terms of this Agreement, the UK Company shall offer to the Employee, for the period of six months following the Termination Date, the best available commercial rate for accommodation at the following Group hotels: The Belmond Mount Nelson Hotel, Cape Town, South Africa; the three Belmond safari camps in the Okavango Delta, Chobe National Park, and Moremi Reserve, in each case in Botswana; and Reid’s Palace, Madeira.


3.7	The UK Company shall pay:

(a)

50 per cent. of the Employee’s reasonable US legal fees incurred by the Employee in obtaining advice regarding the termination of the Employee’s employment with the Group, including (without limitation) on the terms of this Agreement, following receipt by the UK Company of an invoice from Gardere Wynne Sewell LLP, such invoice to be addressed to the Employee but marked payable by the UK Company and sent to the UK Company ℅ Ivor Gwilliams, Esq, Weil, Gotshal & Manges, 110 Fetter Lane, London EC4A 1AY; and

(b)

50 per cent of the Employee’s reasonable UK legal fees plus VAT incurred by the Employee in obtaining advice regarding the termination of the Employee’s employment with the Group, including (without limitation) on the terms of this Agreement, following receipt by the UK Company of an invoice from the Employee’s Adviser, such invoice to be addressed to the Employee but marked payable by the UK Company and sent to the UK Company ℅ Ivor Gwilliams, Esq, Weil, Gotshal & Manges, 110 Fetter Lane, London EC4A 1AY.


4	EMPLOYEE’S OBLIGATIONS

4.1

The Employee acknowledges that, notwithstanding the termination of his employment with the UK Company on the Termination Date, clause 17 (concerning intellectual property), clause 21 (concerning restraint on activities and confidentiality) and clause 22 (concerning post-termination covenants), in each case of the Service Agreement, shall continue to apply after the Termination Date, save that in consideration for the waiver at clause 5 of this Agreement the UK Company agrees for itself and for each Group Company that it will no longer have any, and will not enforce or attempt to enforce any, rights against the Employee in relation to the non-compete at clause 22.2(d) of the Service Agreement after the Termination Date.


4.2	The Employee warrants and represents that on the Termination Date he shall return to the UK Company:


(a)	all Confidential Information and Copies;


(b)	all property belonging to the UK Company and/or any Group Company including (but not limited to) any computer, laptop, tablet, mobile phone, security pass, keys, credit cards (subject to clause 4.3); and

(c)

all documents and copies (whether written, printed, electronic, recorded or otherwise and wherever located) made, complied or acquired by him during his employment with the UK Company or relating to the business or affairs of the UK Company any Group Company or their business contracts in the Employee’s possession or under his control save that the Employee shall be entitled to retain any personal papers, documents and records relating to the terms of the Employee’s employment with the UK Company, including the Employee’s annual basic salary and other benefits and any rights of the Employee to participate in, and the terms and conditions of, any annual bonus or other incentive scheme, including the LTIP or share option scheme, and any similar such papers, documents and records that relate to the Employee’s employment with the UK Company.

4.3

The Employee warrants and represents that he has returned, or will as soon as reasonably practicable and in any event by Friday 25 September 2015 return, the laptop computer, iPad and iPhone belonging to the Group that he has been using and any other electronic device belonging to the Group in his possession or control (the “ Group Devices ”) to the UK Company (by leaving the Group Devices in his office at the Group’s London offices). The UK Company shall (or shall procure that) all Group information stored on the Group Devices (and any software licensed to the Group on such Group Devices) shall be removed from such Group Devices, as soon as reasonably practicable, following which the UK Company will return to the Employee (at an address in the UK or the United States to be notified by the Employee to the UK Company) the laptop computer, iPad and iPhone and transfer the ownership of such items to the Employee. The UK Company will aim to avoid damaging or deleting any personal information belonging to the Employee stored on the Group Devices provided, however, that the UK Company shall not be liable for any such damage or deletion caused inadvertently by the UK Company. The Employee warrants and represents that there is no other information belonging to the Group stored on any other device in his possession or control other than the Group Devices. If the Employee discovers subsequently that he has further information belonging to the Group stored on any other device in his possession or control, he shall as soon as practicable notify the UK Company of the same and make arrangements with the UK Company for such information to be irretrievably deleted from such devices and/or transferred to the UK Company under the direction of the UK Company.


4.4	The Employee shall, if requested to do so by the UK Company, provide a signed statement that he has complied fully with his obligations under clauses 4.2 and 4.3.


4.5	The Employee:

(a)

shall (if he has not already done so) on the date of this Agreement but with effect from the Termination Date resign from any office of any Group Company including his positions as the President and Chief Executive Officer and Director for each of the Parent Company and the UK Company by executing and delivering to the UK Company a resignation letter in the form (or substantially in the form) of the resignation letter attached at Schedule 3 of this Agreement and undertakes that if it transpires that, for any reason, he has not resigned from such office with effect from the Termination Date, he shall resign from all and any

such office and shall execute such other documents and/or instruments and do any such thing as the UK Company may reasonably require to give effect to this clause 4.5; and


(b)	irrevocably appoints the UK Company to be his attorney in his name and on his behalf to sign, execute or do any such instrument or thing and generally to use his name in order to give the UK Company (or its nominee) the full benefit of the provisions of clause 4.5(a).


4.6	The Employee warrants and represents to the UK Company that so far as he is aware:


(c)	he has not at any time done or failed to do anything which amounts or amounted to; and


(d)	there are no circumstances of which he is aware or ought reasonably to be aware which amount to,

a repudiatory breach of any express or implied term of his employment which would (or would have) entitled the UK Company to terminate his employment without notice or payment in lieu of notice.

4.7

Subject to the provisions of clause 3.5, the Employee agrees to make himself reasonably available to, and to cooperate with, the Group or its advisers in any internal investigation or administrative, regulatory, judicial or quasi-judicial proceedings at any time up to and after the Termination Date. The Employee acknowledges that this could involve, but is not limited to, responding to or defending any regulatory or legal process, providing information in relation to any such process, preparing witness statements and giving evidence in person on behalf of the Group.


4.8	The Employee acknowledges that, save as provided in this Agreement and without prejudice to the Employee’s rights referred to in clause 3.2, he is not entitled to any compensation for the loss of any rights or benefits under any share, share option, bonus, long-term incentive plan or other profit sharing scheme operated by the UK Company or any Group Company in which he may have participated.

4.9

The Employee will not submit any grievances to the UK Company in relation to his employment or its termination or otherwise and the Employee confirms that he has not and will not make a data subject access request to the UK Company and/or any Group Company and/or any of its or their directors, officers and/or employees and that he has not and will not make any claims or complaints about the UK Company and/or any Group Company and/or any of its or their directors, officers and/or employees under the Data Protection Act 1998. The Employee further relinquishes and agrees not to pursue either any grievance which may have been raised by him and/or any subject access request outstanding as at the date of this Agreement and/or any claims or complaints about the UK Company and/or any Group Company and/or any of its or their directors, officers and/or employees and that all such grievances and/or requests and/or claims or complaints shall be deemed to have been withdrawn by the Employee as at the date of this Agreement.


4.10	The Employee shall provide such assistance as is reasonably required by the UK Company and any Group Company in relation to the business of the Group in order to effect an orderly transition of the Employee’s responsibilities to the Group’s new President and Chief Executive Officer.


5	WAIVER OF CLAIMS

5.1

The Employee agrees that the terms of this Agreement are offered by the UK Company without any admission of liability on the part of the UK Company and are in full and final settlement of all and any claims or rights of action that the Employee has or may have against the UK Company or any Group Company or any of its or their directors, officers and/or employees arising out of his employment with the UK Company, his directorships with any Group Company or its or their termination or otherwise, whether under common law, contract, statute or otherwise, whether such claims are, or could be, known to the parties or in their contemplation at the date of this Agreement in any jurisdiction and including but not limited to the claims specified in Part A of Schedule 1 and Part B of Schedule 1 (each of which are hereby intimated and waived) but excluding:


(d)	any personal injury claims of which the Employee is not aware at the date of this Agreement and could not reasonably be expected to be aware;


(e)	any claim in respect of accrued pension rights; and


(f)	any claim for payments and/or benefits due to him under this Agreement and/or to enforce the terms of this Agreement including (but not limited to) the Employee’s rights relating to the rights referred to at clause 3.2.

5.2

The Employee also specifically acknowledges that he is knowingly and voluntarily waiving and releasing any rights or claims that he has or may have under the Age Discrimination In Employment Act of 1967, 29 U.S.C. §§621-634, as amended (“ ADEA ”). In accordance with the ADEA, the UK Company specifically advises the Employee that, and the Employee acknowledges that he has been advised in writing that: (1) his waiver and release under this clause do not apply to any rights or claims that may arise on or after the date the Employee signs this Agreement, (2) he has had the opportunity to consult with any attorney or other advisor of his choice before signing this Agreement, and is hereby advised to do so if he so chooses, (3) he has twenty-one (21) days to consider this Agreement (although he may execute this Agreement earlier), (4) he has seven (7) days after signing this Agreement to revoke this Agreement, and (5) this Agreement shall not be effective until the date upon which the revocation period has expired without the Employee having revoked, which shall be the eighth day after the Employee executes this Agreement. The Employee acknowledges that any revocation of this Agreement must be received by the UK Company within the seven day revocation period.


5.3	The Employee warrants that:


(a)	before entering into this Agreement he received independent advice from the Adviser as to the terms and effect of this Agreement under the laws of England and Wales (excluding clause 5.2 and paragraph 43 of Schedule 1) and, in particular, on its effect on his ability to pursue any complaint under the laws of England and Wales before an employment tribunal or other court in England and Wales;

(b)

the Adviser has confirmed to the Employee that she is a solicitor of the Senior Courts of England and Wales who holds a current practising certificate and that her firm has a policy of insurance or an indemnity provided for members of a profession or professional body in force covering the risk of a claim by the Employee in respect of any loss arising in consequence of her advice regarding the laws of England and Wales;


(c)	the Adviser shall sign and deliver to the UK Company the Adviser’s Certificate;

(d)

before receiving the advice he disclosed to the Adviser all facts or circumstances of which he was aware that may give rise to a claim against the UK Company or any Group Company or any of its or their directors, officers and/or employees and that he is not aware of any other facts or circumstances that may give rise to any claim against the UK Company or any Group Company or any of its or their officers and/or employees other than those claims specified in clauses 5.1 and 5.2 and Schedule 1;


(e)	the only claims that he has or may have against the UK Company or any Group Company or any of its or their directors, officers and/or employees (whether at the time of entering into this Agreement or in the future) relating to his employment with the UK Company or its termination are specified in clauses 5.1 and 5.2 and Schedule 1; and


(f)	he is not aware of any personal injury claim or claim in respect of accrued pension rights that he has or may have against the UK Company or any Group Company.

The Employee acknowledges that the UK Company acted in reliance on these warranties when entering into this Agreement.

5.4

The Employee acknowledges that the conditions relating to compromise agreements and/or settlement agreements contained in section 77(4A) of the Sex Discrimination Act 1975 (in relation to claims under that Act and the Equal Pay Act 1970), section 147(3) of the Equality Act 2010, section 72(4A) of the Race Relations Act 1976, section 288(2B) of the Trade Union and Labour Relations (Consolidation) Act 1992, paragraph 2 of schedule 3A of the Disability Discrimination Act 1995, section 203(3) of the Employment Rights Act 1996, Regulations 35(2) and 35(3) of the Working Time Regulations 1998, paragraph 2(2) of schedule 4 of the Employment Equality (Religion or Belief) Regulations 2003, paragraph 2(2) of schedule 4 of the Employment Equality (Sexual Orientation) Regulations 2003,

paragraph 12 of the schedule to the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006, section 49(4) National Minimum Wage Act 1998, section 14 Employment Relations Act 1999; Regulation 9 of the Part Time Workers (Prevention of Less Favourable Treatment) Regulations 2000, Regulation 10 of the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002, Regulation 40(4) of the Information and Consultation of Employees Regulations 2004, Regulation 18 of the Transfer of Undertakings (Protection of Employment) Regulations 2006, and paragraph 2(2) of schedule 5 of the Employment Equality (Age) Regulations 2006 have been satisfied and that the conditions set out in paragraphs 147(3)(c) and 147(3)(d) of the Equality Act 2010 are met.

5.5

The waivers in clauses 5.1 and 5.2 shall have effect irrespective of whether or not, at the date of this Agreement, the Employee is or could be aware of such claims or have such claims in his express contemplation (including such claims of which the Employee becomes aware after the date of this Agreement in whole or in part as a result of new legislation or the development of common law or equity).

5.6

The Employee agrees that, except for the payments referred to in clauses 2.2, 2.3 and 3.1 and subject always to his rights in relation to the Employee’s rights at clause 3.2, the Employee shall not be eligible for any further payment and/or benefit from the UK Company or from any Group Company relating to his employment or its termination or otherwise and without limitation to the generality of the foregoing, he expressly waives any right or claim that he has or may have to payment of bonuses, any benefit or award programme or grant of equity interest, or to any other benefit, payment or award he may have received where his employment not to terminate on the Termination Date.


5.7	Following the Termination Date, the Employee will continue to be entitled to the benefit of the provisions of the Indemnification Agreement between the Parent Company (then known as Orient-Express Hotels Ltd.) and the Employee dated 8 November 2012, subject to and in accordance with its terms.

5.8

The UK Company confirms that (to the fullest extent permitted by applicable law) the terms of this Agreement are in full and final settlement of all and any claims or rights of action that the UK Company or the Parent Company, or (to the extent controlled by the UK Company or the Parent Company and to the extent feasible) any of the Group Companies, have against the Employee arising out of his employment with the UK Company and/or his directorships and/or officer positions with any Group Company to the extent only that they arise from or relate to facts known to the UK Company or the Parent Company as at the date of this Agreement, whether under common law, contract, statute or otherwise, but excluding any claim arising out of or in relation to the Employee’s wilful misconduct, gross negligence and/or fraud and/or any other act or omission amounting to gross misconduct that would (if known to the UK Company at the relevant time) have entitled the UK Company to summarily dismiss the Employee from his employment with the UK Company.


6	CONFIDENTIALITY

6.1

The Employee acknowledges that, as a result of his employment, he has had (and shall, from the date of this Agreement until the Termination Date, continue to have) access to Confidential Information. Without prejudice to his common law duties and any other contractual duties and in consideration of the non-financial obligations of the UK Company set out in this Agreement, the Employee shall not (except as authorised or required by law or as authorised by the UK Company) at any time after the Termination Date:


(a)	use any Confidential Information; or


(b)	make or use any Copies; or


(c)	disclose any Confidential Information to any person, company or other organisation whatsoever,

provided that the restriction in this clause 6.1 shall not apply to any Confidential Information which is in the public domain other than through the Employee’s unauthorised disclosure; any disclosure or use of information which was known to, or in the possession of, the Employee prior to his receipt of such information of the UK Company or any Group Company whenever so received; any disclosure or use of information which has been conceived or generated by the Employee independently of any information or materials received or required by the Employee from the UK

Company or any Group Company; any disclosure or use authorised in writing by the board of directors of the Parent Company or required by applicable US securities law or regulations, by any stock exchange rules, by any other applicable laws or regulations, including, without limitation, to any disclosure required for patent purposes, or by order or subpoena or any government or regulatory authority or court; provided that (with respect to the last type of permitted disclosure) the Employee promptly notifies the UK Company when any such disclosure requirement arises to enable the UK Company (at its expense) to take such action as it deems necessary, including, without limitation, to seek an appropriate protective order and/or make known to the appropriate governmental or regulatory authority or court the proprietary nature of the Confidential Information and make any applicable claim of confidentiality with respect to hereto. For the avoidance of doubt, nothing in this Agreement, including but not limited to this clause 6, prohibits the Employee from providing truthful information to any governmental agency or entity (including, but not limited to, the Equal Opportunity Commission, the National Labor Relations Board, the United States Congress, or any agency Inspector General) or court or arbitrator, testifying truthfully under oath, as required by law, or making other disclosures that are protected under the whistleblower provisions of United States federal, state or local law or regulation. The restriction in this clause 6 shall not apply so as to prevent the Employee from using his own personal skill, experience and knowledge in any business in which he may be lawfully engaged after the Termination Date.


6.2	The Employee will (if he has not already) be given a reasonable opportunity to comment on the contents of an external announcement concerning the departure of the Employee from the Group.


6.3	On receipt of a written request from a potential employer of the Employee, the UK Company shall provide a reference in the form set out in Schedule 4 to this Agreement, subject to any material factors coming to light that would cause the UK Company in its reasonable opinion to conclude that the reference in Schedule 4 would be untrue, misleading or would omit material facts.


7	SUBJECT TO CONTRACT AND WITHOUT PREJUDICE

Notwithstanding that this Agreement is marked “without prejudice and subject to contract”, it will, when dated and signed by both parties and accompanied by the duly executed Adviser’s Certificate become an open and binding agreement.


8	ENTIRE AGREEMENT AND PREVIOUS CONTRACTS


8.1	Each party on behalf of itself and (in the case of the UK Company, as agent for any Group Companies) acknowledges and agrees with the other party that:

(c)

this Agreement together with any documents referred to in it constitutes the entire agreement and understanding between the Employee and the UK Company and any Group Company and supersedes any previous agreement between them relating to the termination of the Employee’s employment by the UK Company (and such previous agreements (if any) shall be deemed to have been terminated by mutual consent with effect on the date of this Agreement);


(d)	in entering into this Agreement neither the Employee nor the UK Company nor any Group Company has relied on any Pre-Contractual Statement; and


(e)	the only remedy available to either party for breach of this Agreement shall be for breach of contract under the terms of this Agreement and neither party shall have any right of action against the other party in respect of any Pre-Contractual Statement.


8.2	Nothing in this Agreement shall, however, operate to limit or exclude any liability for fraud.


9	VARIATION

No variation of this Agreement or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the parties.


10	COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which, when executed, shall be an original, and all the counterparts together shall constitute one and the same instrument.


11	THIRD PARTY RIGHTS

No person or company (other than any Group Company and any of its or their directors, officers and/or employees) shall have any rights under the Contracts (Rights of Third Parties) Act 1999. The terms of this Agreement may be varied, amended or modified or this Agreement may be suspended, cancelled or terminated by agreement in writing between the parties or this Agreement may be rescinded (in each case), without the consent of any third party.


12	GOVERNING LAW AND JURISDICTION


12.1	This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.


12.2	Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

SCHEDULE 1
CLAIMS

Part A


1	Any claim for wrongful dismissal or any other claim for breach of contract;


2	any claim for a statutory redundancy payment pursuant to sections 135 and/or 163 of the Employment Rights Act 1996;


3	any claim for unfair dismissal under Part X of the Employment Rights Act 1996;


4	any claim arising out of a contravention or an alleged contravention of Part II of the Employment Rights Act 1996 (protection of wages including any claim for unlawful deduction from wages pursuant to sections 13 and/or 23 Employment Rights Act 1996);


5	any claim in relation to the right for written statement of reasons for dismissal pursuant to sections 92 and/or 93 of the Employment Rights Act 1996;

Part B


6	any claim pursuant to section 2 of the Equal Pay Act 1970 and/or sections 120 and 127 of the Equality Act 2010;


7	any claim in relation to the right to employment particulars and/or an itemised pay statement pursuant to sections 1, 8 and/or 11 of the Employment Rights Act 1996;


8	any claim in relation to protection from suffering detriment in employment pursuant to Part V of the Employment Rights Act 1996 or under section 55 of the Pensions Act 2008;


9	any claim in relation to exercising the right to time off work pursuant to Part VI and Part VIA of the Employment Rights Act 1996;


10	any claim in relation to suspension from work pursuant to Part VII of the Employment Rights Act 1996;


11	any claim in relation to parental leave rights pursuant to the Employment Rights Act 1996;


12	any claim in relation to the right to request contract variation for flexible working pursuant to sections 80 and/or 80H of the Employment Rights Act 1996;


13	any claim arising out of a contravention or alleged contravention of the Trade Union and Labour Relations (Consolidation) Act 1992 as specified in section 18(1)(b) of the Employment Tribunals Act 1996 (excluding a claim for non-compliance of section 188);

any claim relating to direct or indirect discrimination, harassment or victimisation related to sex, marital or civil partnership status, pregnancy or maternity or gender reassignment under section 120 of the Equality Act 2010 and/or any claim pursuant to section 63 of the Sex Discrimination Act 1975 (discrimination, harassment and victimisation on the grounds of sex, marital status, gender re-assignment or civil partnership status);


15	any claim relating to direct or indirect discrimination, harassment or victimisation related to race under section 120 of the Equality Act 2010 and/or any claim pursuant to section 54 of the Race Relations Act 1976 (discrimination, harassment and victimisation on the grounds of colour, race, nationality or ethnic or national origin);


16	any claim for direct or indirect discrimination, harassment or victimisation related to disability, discrimination arising from disability, or failure to make adjustments under section 120 of the Equality Act 2010 and/or direct

discrimination, harassment or victimisation related to disability, disability-related discrimination or failure to make adjustments under section 17A of the Disability Discrimination Act 1995;


17	any claim under the articles in Schedule 1 of the Human Rights Act 1998;


18	any claim pursuant to Regulation 30 Working Time Regulations 1998 (working time or holiday pay);


19	any claim under the National Minimum Wage Act 1998;


20	any claim under section 11 of the Employment Relations Act 1999;


21	any claim under or related to the Maternity and Parental Leave, etc. Regulations 1999;


22	any claim pursuant to Part-time Workers (Prevention of Less Favourable Treatment) Regulations 2000 (discrimination on the grounds of part time status);


23	any claim relating to direct or indirect discrimination, harassment or victimisation related to sexual orientation, under section 120 of the Equality Act 2010 and/or any claim pursuant to Regulation 28 of the Employment Equality (Sexual Orientation) Regulations 2003 (discrimination, harassment on grounds of sexual orientation);


24	any claim relating to direct or indirect discrimination, harassment or victimisation related to religion or belief, under section 120 of the Equality Act 2010 and/or any claim pursuant to Regulation 28 of the Employment Equality (Religion or Belief) Regulations 2003 (discrimination and harassment on grounds of religion or belief);


25	any claim pursuant to Regulation 29 or Regulation 33 of the Information and Consultation of Employees Regulations 2004;


26	any claim under section 47B of the Employment Rights Act 1996;


27	any claim relating to direct or indirect discrimination, harassment or victimisation related to age, under section 120 of the Equality Act 2010 and/or any claim pursuant to Regulation 36 or paragraphs 11 and 12 of Schedule 6 of the Employment Equality (Age) Regulations 2006;


28	any claim in relation to failure to elect appropriate representatives or inform or consult or any entitlement to compensation under the Transfer of Undertaking (Protection of Employment) Regulations 2006;


29	any claim under any provision of directly applicable European law or arising as a consequence of the United Kingdom’s membership of the European Union;


30	any claim in respect of harassment under the Protection from Harassment Act 1997;


31	any claim pursuant to section 120 of the Equality Act 2010 arising from any act of direct discrimination as described at section 13 of the Equality Act 2010 because of a protected characteristic listed at section 4 of the Equality Act 2010;


32	any claim pursuant to section 120 of the Equality Act 2010 arising from any act of combined discrimination as described at section 14 of the Equality Act 2010;


33	any claim pursuant to section 120 of the Equality Act 2010 arising from any act of indirect discrimination as described at section 19 of the Equality Act 2010;


34	any claim pursuant to section 120 of the Equality Act 2010 arising from any act of harassment as described at section 26 of the Equality Act 2010;


35	any claim pursuant to section 120 of the Equality Act 2010 arising from any act of victimisation as described at section 27 of the Equality Act 2010;


36	any claim pursuant to section 120 of the Equality Act 2010 arising from any act of discrimination as described at sections 16, 17 and 18 of the Equality Act 2010;


37	any claim in respect of the right to equal treatment, access to collective facilities and amenities, access to employment vacancies and the right not to be subjected to detriment under regulations 5, 12, 13 and 17(2) of the Agency Workings Regulations 2010;


38	any claim under regulations 45 and 51 of the Companies (Cross-Border Mergers) Regulations 2007;


39	any claim under paragraphs 4 and 8 of the Schedule to the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006;


40	any claim relating to refusal of employment, refusal of employment agency services and detriment under regulations 5, 6 and 9 of the Employment Relations Act 1999 (Blacklists) Regulations 2010;


41	any claim for personal injury or illness, including psychiatric illness and occupational stress, of which the Employee is not aware and could not reasonably be expected to be aware as at the date of this Agreement;


42	any claim for failure to comply with obligations under the Data Protection Act 1998; and

any and all claims arising out of or relating to your employment by the UK Company and any Group Company or the termination of such employment, including but not limited to claims for wrongful discharge, breach of contract, fraud, misrepresentation, tort, defamation, wages, benefits, discrimination, harassment and/or retaliation, and any and all claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, the Fair Labor Standards Act of 1938, as amended, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1992, the Employee Retirement Income Security Act of 1974, the Age Discrimination in Employment Act of 1967, as amended, the Older Workers Benefit Protection Act of 1990, the National Labor Relations Act and the Equal Pay Act, and any other United States federal, state or local law relating to employment, discrimination in employment, termination of employment, wages, benefits or otherwise.

SCHEDULE 2
ADVISER’S CERTIFICATE

[ ON HEADED NOTEPAPER OF ADVISER ]

Strictly Private & Confidential – Addressee Only ……….. September 2015

For the attention of: Roland Hernandez

Chairman of the Board of Directors

Belmond Ltd.

℅ Weil, Gotshal & Manges

110 Fetter Lane

London EC4A 1AY

Dear Sirs

I am writing in connection with the separation agreement between my client, John Marcy Scott III (the “ Employee ”) and Belmond Ltd. (the “ Parent Company ”) and Belmond (UK) Limited (the “ UK Company ”) of 20 September 2015 (the “ Agreement ”) to confirm that:


1	I, Helen Farr of Fox Williams LLP, am a Solicitor of the Senior Courts of England and Wales who holds a current practising certificate issued by the Solicitors Regulation Authority.


2	I have given the Employee legal advice on the terms and effect of the Agreement, other than clause 5.2 and paragraph 43 of Schedule 1 of the Agreement, in accordance with the Laws of England and Wales and, in particular, its effect upon his ability to pursue his rights under the laws of England and Wales before an employment tribunal.


3	I gave the advice to the Employee as a relevant independent adviser within the meaning of the acts and regulations referred to in clause 5.4 of the Agreement.


4	There is now in force (and was in force at the time I gave the advice referred to above), a policy of insurance or an indemnity provided for members of a profession or professional body covering the risk of claim by in respect of loss arising in consequence of the advice I have given the Employee.


5	Neither myself nor Fox Williams LLP acted for the UK Company or the Parent Company in relation to the termination of the Employee’s employment with the UK Company or the Agreement.

Yours faithfully

Helen Farr

Fox Williams LLP

SCHEDULE 3
RESIGNATION LETTER

To: The directors of the following companies registered in England and Wales:

Belmond (UK) Limited

and the following company registered in Bermuda:

Belmond Ltd.

20 September 2015

Dear Sirs

I hereby resign as a director of each of the companies referred to above (and any other Group Company) with effect from 20 September 2015.

“ Group Company ” means the UK Company, the Parent Company any company of which the UK Company or the Parent Company is a Subsidiary (its holding company) and any Subsidiaries of the UK Company or the Parent Company or of any such holding company (“ Subsidiary ” meaning in relation to a company (a holding company) a subsidiary as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) its nominee and any other company which is a subsidiary (as so defined) of a company which itself is a subsidiary of such a holding company).

Yours faithfully

/s/ John Marcy Scott III

John Marcy Scott III

SCHEDULE 4
REFERENCE

John Scott was President and Chief Executive Officer and a director of Belmond Ltd. from November 8, 2012 until September 20, 2015. During his nearly three years as CEO, John led Belmond through a period of significant progress, including rationalizing our portfolio, reducing costs, and developing our growth strategy. Under John, Belmond led a comprehensive rebranding effort, reinvested in core properties, strengthened its portfolio and enhanced its financial position, establishing a solid platform for the Company.

IN WITNESS whereof this Agreement has been executed and delivered as a deed on the date first above written.

SIGNED and DELIVERED )

as a DEED by Richard M. Levine ) /s/ Richard M. Levine

for and on behalf of ) Executive Vice President, Chief Legal Officer

BELMOND LTD. )

in the presence of:

Name of witness: /s/

Signature of witness:

Address of witness:

Occupation of witness:

SIGNED and DELIVERED )

as a DEED by Martin O’Grady ) /s/ Martin O'Grady

for and on behalf of ) Director

BELMOND (UK) LIMITED )

in the presence of:

Name of witness: /s/

Signature of witness:

Address of witness:

Occupation of witness:

SIGNED and DELIVERED )

as a DEED by )

JOHN MARCY SCOTT III ) /s/ John Marcy Scott III

in the presence of:

Name of witness: /s/

Signature of witness:

Address of witness:

Occupation of witness:

Exhibit 31

BELMOND LTD.

Rule 13a-14(a)/15d-14(a) Certification

I, H. Roeland Vos, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Belmond Ltd. for the quarter ended September 30, 2015 ;


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 officer 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and 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)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	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


d)	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 officer 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 functions):


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: November 5, 2015	/s/ H. Roeland Vos
	H. Roeland Vos
	President and Chief Executive Officer

BELMOND LTD.

Rule 13a-14(a)/15d-14(a) Certification

I, Martin O’Grady, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Belmond Ltd. for the quarter ended September 30, 2015 ;


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 officer 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and 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)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	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


d)	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 officer 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 functions):


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: November 5, 2015	/s/ Martin O’Grady
	Martin O’Grady
	Executive Vice President, Chief Financial Officer

Exhibit 32

BELMOND LTD.

Section 1350 Certification

The undersigned hereby certify that this report of Belmond 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/ H. Roeland Vos		/s/ Martin O’Grady
H. Roeland Vos		Martin O’Grady
President and Chief Executive Officer		Executive Vice President, Chief Financial Officer

Dated: November 5, 2015

[A signed original of this written certification has been provided to Belmond Ltd. and will be retained by Belmond Ltd. and furnished to the Securities and Exchange Commission or its staff upon request.]