UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One) 
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20152018
or
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                    to                                   
Commission file number: 1-11884
ROYAL CARIBBEAN CRUISES LTD.
(Exact name of registrant as specified in its charter)
Republic of Liberia
(State or other jurisdiction of
incorporation or organization)
98-0081645
(I.R.S. Employer Identification No.)
1050 Caribbean Way, Miami, Florida 33132
(Address of principal executive offices) (zip code)
(305) 539-6000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, par value $.01 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x    No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x    No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x    No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  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, (Seeor an emerging growth company. See the definitions of "large“large accelerated filer," "accelerated filer"” “accelerated filer,” “smaller reporting company,” and "smaller reporting company"“emerging growth company” in Rule 12b-2 of the Exchange Act).Act.
Large accelerated filer x
 
Accelerated filer o
 
Non-accelerated filer o
(Do not check if a
smaller reporting company)
 
Smaller reporting company o
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o    No x
The aggregate market value of the registrant's common stock at June 30, 20152018 (based upon the closing sale price of the common stock on the New York Stock Exchange on June 30, 2015)29, 2018) held by those persons deemed by the registrant to be non-affiliates was approximately $14.4$18.5 billion. Shares of the registrant's common stock held by each executive officer and director and by each entity or person that, to the registrant's knowledge, owned 10% or more of the registrant's outstanding common stock as of June 30, 20152018 have been excluded from this number in that these persons may be deemed affiliates of the registrant. This determination of possible affiliate status is not necessarily a conclusive determination for other purposes.
There were 217,408,741209,186,598 shares of common stock outstanding as of February 12, 2016.14, 2019.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Definitive Proxy Statement relating to its 20162019 Annual Meeting of Shareholders are incorporated by reference in Part III, Items 10-14 of this Annual Report on Form 10-K as indicated herein.
 



ROYAL CARIBBEAN CRUISES LTD.
TABLE OF CONTENTS
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PART I
As used in this Annual Report on Form 10-K, the terms “Royal Caribbean,” the “Company,” “we,” “our” and “us” refer to Royal Caribbean Cruises Ltd. and, depending on the context, Royal Caribbean Cruises Ltd.’s consolidated subsidiaries and/or affiliates. The terms “Royal Caribbean International,” “Celebrity Cruises,” “Pullmantur,” “Azamara���Azamara Club Cruises,” “CDF Croisières de France,”Cruises” and “TUI“Silversea Cruises” refer to our wholly- or majority-owned global cruise brands. Throughout this Annual Report on Form 10-K, we also refer to regional brands in which we hold an ownership interest, including “TUI Cruises,” “Pullmantur” and “SkySea Cruises.” However, because TUI Cruises is anthese regional brands are unconsolidated investment,investments, our operating results and other disclosures herein do not include TUI Cruisesthese brands unless otherwise specified. In accordance with cruise vacation industry practice, the term “berths” is determined based on double occupancy per cabin even though many cabins can accommodate three or more passengers.

This Annual Report on Form 10-K also includes trademarks, trade names and service marks of other companies. Use or display by us of other parties’ trademarks, trade names or service marks is not intended to and does not imply a relationship with, or endorsement or sponsorship of us by, these other parties other than as described herein.

Item 1. Business.

General

We are the world’s second largest cruise company. We owncontrol and operate four global cruise brands: Royal Caribbean International, Celebrity Cruises, Pullmantur, Azamara Club Cruises CDF Croisières de France and, most recently, Silversea Cruises (collectively, our "Global Brands"). We also own a 50% joint venture interest in the German brand TUI Cruises.Cruises and a 49% interest in the Spanish brand Pullmantur (collectively, our "Partner Brands"). Together, these six brandsour Global Brands and our Partner Brands operate a combined 44total of 60 ships in the cruise vacation industry with an aggregate capacity of approximately 110,900135,520 berths as of December 31, 2015.

2018.
Our ships operate on a selection of worldwide itineraries that call on approximately 490more than 1,000 destinations on all seven continents. In addition to our headquarters in Miami, Florida, we have offices and a network of international representatives around the world, which primarily focus on our global guest sourcing.

sales and market development.
We compete principally on the basis ofby operating valued brands that offer exceptional service provided by our crew and on the basis of innovation and quality of ships, variety of itineraries, choice of destinations and price. We believe that our commitment to build state-of-the-art ships and to invest in the maintenance and upgrade of our fleet to, among other things, incorporate many of our latest signature innovations, allows us to continue to attract new and loyal repeat guests.

We believe cruising continues to be a popular vacation choice due to its inherent value, extensive itineraries and variety of shipboard and shoreside activities. In addition, we believe that our products appealbrands are well-positioned globally and possess the ability to attract a large consumer base and are not dependent on a single market or demographic.

wide range of guests by appealing to multiple customer bases allowing our global sourcing to be well diversified.
Royal Caribbean was founded in 1968 as a partnership. Its corporate structure has evolved over the years and, the current parent corporation, Royal Caribbean Cruises Ltd., was incorporated on July 23, 1985 in the Republic of Liberia under the Business Corporation Act of Liberia.

Our Global Brands
Our Global Brands

Our global brands include Royal Caribbean International, Celebrity Cruises, and Azamara Club Cruises. These brands are complemented by our Pullmantur brand, which is primarily focused on the cruise market in Spain; our CDF Croisières de France brand, which provides us with a tailored product targeted at the French market;Cruises and our 50% joint venture, TUI Cruises, which is specifically tailored for the German market. The operating results of all of our brands are included in our consolidated results of operations, except for TUI Cruises, which is accounted for under the equity method of accounting. Refer to Note 1. General and Note 6. Other Assets to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further details.

Silversea Cruises.
We believe our global brandsGlobal Brands possess the versatility to enter multiple cruise market segments within the cruise vacation industry. Although each of our brandsGlobal Brands has its own marketing style, as well as ships and crews of various sizes, the nature of the products sold and services delivered by our brandsGlobal Brands share a common base (i.e., the sale and provision of cruise vacations). Our brandsGlobal Brands also have similar itineraries as well as similar cost and revenue components. In

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addition, our brandsGlobal Brands source passengers from similar markets around the world and operate in similar economic environments with a significant degree of commercial overlap. As a result, we strategically manage our brandsGlobal Brands as a single business with the ultimate objective of maximizing long-term shareholder value.

Royal Caribbean International

We currently operate 23 ships with an aggregate capacity of approximately 68,600 berths under our Royal Caribbean International brand, offering cruise itineraries that range from two to 24 nights. In April 2015, Royal Caribbean International took delivery of the 4,100 berth Anthemof the Seas, our secondQuantum-class ship. In addition, we currently have five ships on order with an aggregate capacity of approximately 23,350 berths. These include our third, fourth and fifth Quantum-class ships, which are scheduled to enter service in the second quarter of 2016, second quarter of 2019 and fourth quarter of 2020, respectively, and our third and fourth Oasis-class ships, which are scheduled to enter service in the second quarter of 2016 and 2018, respectively. Additionally, we announced that Empress of the Seas will be redeployed from Pullmantur to Royal Caribbean International in early 2016 and Splendour of the Seas will be sold to TUI Cruises in April 2016. Royal Caribbean International offers a variety of itineraries to destinations worldwide, including Alaska, Asia, Australia, Bahamas, Bermuda, Canada, the Caribbean, Europe, the Panama Canal, South America and New Zealand.

Royal Caribbean International is positioned at the upper end ofto compete in both the contemporary segmentand premium segments of the cruise vacation industry, generally characterized byindustry. The brand appeals to families with children of all ages, as well as both older and younger couples, providing cruises that are seven nights or shorter andgenerally feature a casual ambiance, as well as a variety of activities and entertainment venues. We believe that the quality of the Royal Caribbean International brand also enablesallows it to attract guests from the premium segment, which is generally characterized by cruises that are seven to 14 nights and appeal to the more experienced guest who is usually more affluent. This allows Royal Caribbean International to achieve market coverage that is among the broadest of any of the major cruise brands in the cruise vacation industry. Royal Caribbean International’s strategy is to attract an array of vacationing guests by providing a wide variety of itineraries to destinations worldwide, including Alaska, Asia, Australia, Bahamas, Bermuda, Canada, the Caribbean, Europe, the Panama Canal and New Zealand, with cruise lengths withranging from two to 23 nights. Royal Caribbean International offers multiple innovative options for onboard dining, entertainment and other onboard activities. We believe that the variety and quality of Royal Caribbean International’s product offerings represent excellent value to consumers, especially to couples and families traveling with children. Because of the brand’s ability to deliver extensive and innovative product offerings at an excellent value to consumers, we believe Royal Caribbean International is well positioned to attract new consumers to the cruise vacation industrycruising and to continue to bring loyal repeat guests back for their next vacation.

Celebrity Cruises

We currently operate 10Royal Caribbean International operates 25 ships with an aggregate capacity of approximately 23,10082,500 berths, underincluding the brand's newest ship, Symphony of the Seas, which entered service in March 2018. Additionally, as of December 31, 2018, we have five ships on order with an aggregate capacity of approximately 25,300 berths. These ships consist of our Celebrity Cruises brand, offering cruise itineraries that range from twofourth and fifth Quantum-class ships, which are scheduled to 18 nights. In addition, we haveenter service in the second quarter of 2019 and fourth quarter of 2020, respectively, our fifth Oasis-class ship, which is scheduled to enter service in the second quarter of 2021, and the first two ships of a new generation, known as "Project Edge," on order with an aggregate capacity of approximately 5,800 berthsour Icon-class, which are expected to enter service in the second half of 20182022 and the first half of 2020,2024, respectively.
Celebrity Cruises offers a variety of itineraries to popular destinations, including Alaska, Asia, Australia, Bermuda, Canada, the Caribbean, Europe, Hawaii, New Zealand, the Panama Canal and South America.

Celebrity Cruises is positioned within the premium segment of the cruise vacation industry. Celebrity Cruises’ strategy is to target experienced cruisers and quality and service oriented new cruisersaffluent consumers by delivering a destination-rich, modern luxury experience onboardon upscale ships that offer, among other things, luxurious accommodations, a high staff-to-guest ratio, fine dining, personalizedrefined design-forward spaces, high-standard service and extensive spa facilities.fine dining. Celebrity Cruises offers a range of itineraries to destinations, including Alaska, Asia, Australia, Bermuda, Canada, the Caribbean, Europe, the Galapagos Islands, Hawaii, India, New Zealand, the Panama Canal and South America, with cruise lengths ranging from two to 19 nights.

Azamara ClubCelebrity Cruises

We currently operate two operates 13 ships with an aggregate capacity of approximately 1,40026,070 berths, under our including the brand's first Edge-class ship, Celebrity Edge, which entered service in December 2018. Additionally, as of December 31, 2018, we have four ships on order with an aggregate capacity of approximately 9,400 berths. These ships consist of three Edge-class ships, which are expected to enter service in the second quarter of 2020 and the fourth quarters of 2021 and 2022, respectively, and a ship designed for the Galapagos Islands, which is expected to enter service in the second quarter of 2019.
Azamara Club Cruises brand, offering cruise itineraries that range from three to 20 nights.
Azamara Club Cruises is designed
to serve the up-market segment of the North American, United Kingdom and Australian markets. The up-market segment incorporates elements of the premium segment and the luxury segment, which is generally characterized by smaller ships, high standards of accommodation and service higher prices and exotic itineraries.

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Azamara Club Cruises’ strategy is to deliver distinctive destinationexperiences through unique itineraries with more overnights and longer stays as well as comprehensive tours allowing guests to experience the destination in more depth. Azamara Club Cruises’ focus isCruises offers a variety of itineraries to attract experienced travelers who are looking for more comprehensive destination experiences, and who seek a more intimate onboard experience and a high level of service. In furtherance of this strategy, Azamara Club Cruises includes as part of the base price of the cruise certain complimentary onboard services, amenities and activities which are not normally included in the base price of most other cruise lines. Azamara Club Cruises sails inpopular destinations, including Asia, Australia,Australia/New Zealand, Northern and Western Europe, the Mediterranean, CentralCuba and South America as well as North America and the less-traveled islands of the Caribbean.

Pullmantur

with cruise lengths ranging from four to 21 nights.
We currently operateAzamara Club Cruises operates three ships with an aggregate capacity of approximately 6,2002,100 berths, under our Pullmantur brand, offeringincluding Azamara Pursuit, which entered service during the third quarter of 2018.
Silversea Cruises
On July 31, 2018, we acquired a 66.7% equity stake in Silversea Cruise Holding Ltd. ("Silversea Cruises"), an ultra-luxury and expedition cruise itineraries that range from two to 15 nights throughout South America, the Caribbean and Europe. Pullmantur, which operates in the contemporary segment, is designed to attract Spanish-speaking families and couples and includes a Spanish-speaking crew as well as tailored food and entertainment options. While Pullmantur’s strategy over the last several years has focused both on its core cruise market in Spain and on expansion throughout Latin America, significant and continuing challenges in Latin America have resulted in our recent decision to reduce capacity for the brand. As part of these “right-sizing” efforts, we will redeploy Pullmantur's Empress to the Royal Caribbean International fleet in 2016, as well as cancel the intended transfer of the Majesty of the Seas to the Pullmantur fleet. For further information on our right-sizing strategy, please referline. Refer to Note 3. Goodwill Business Combinationsto our consolidated financial statements under Item 8. Financial Statements and Supplementary Data.for further information on the Silversea Cruises acquisition.

CDF Croisières de FranceSilversea Cruises, formed in the early 1990's, is positioned as a luxury cruise line with smaller ships, high standards of accommodations, fine dining, personalized service and exotic itineraries. Silversea Cruises delivers distinctive destination experiences by visiting unique and remote destinations, including the Galapagos Islands, Antarctica and the Arctic.

We currently operate twoSilversea Cruises operates nine ships, with an aggregate capacity of approximately 2,8002,650 berths underoffering cruise itineraries generally ranging from six to 25 nights. As of December 31, 2018, Silversea Cruises has three ships on order with an aggregate capacity of approximately 1,200 berths, which are scheduled for delivery in the first and third quarter of 2020 and the third quarter of 2021, respectively. Additionally, Silversea Cruises signed a memorandum of understanding with Meyer Werft to build two ships of a new generation, which are expected to enter service in 2022 and 2023, respectively. The memorandum of understanding with Meyer Werft is contingent upon completion of final documentation and financing, which are expected to be completed in the first quarter of 2019.
Our Partner Brands
Our Global Brands are complemented by our CDF Croisières de France brand. CDF Croisières de France offers seasonal itineraries to the Mediterranean, Europe and Caribbean. CDF Croisières de France50% joint venture interest in TUI Cruises, which is designed to serve the contemporary segment of the French cruise market by providing a brandspecifically tailored for Frenchthe German market and our 49% interest in the Spanish brand Pullmantur, which is primarily focused on the Spanish and Latin American cruise guests.

markets. We account for our investments in our Partner Brands under the equity method of accounting and, accordingly, the operating results of these Partner Brands are not included in our consolidated results of operations. Refer to Note 1.
General and Note 8. Other Assets to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further details.
TUI Cruises

TUI Cruises is a joint venture owned 50% by us and 50% by TUI AG, a German tourism and shipping company, andwhich is designed to serve the contemporary and premium segments of the German cruise market by offering a product tailored for German guests. All onboard activities, services, shore excursions and menu offerings are designed to suit the preferences of this target market.

TUI Cruises operates four ships, Mein Schiff 1, Mein Schiff 2, Mein Schiff 3 and Mein Schiff 4, with an aggregate capacity of approximately 8,800 berths. In addition, TUI Cruises currently has four newbuild ships on order, including Mein Schiff 5 and Mein Schiff 6, with an aggregate capacity of approximately 5,000 berths, which are scheduled for delivery in the third quarter of 2016 and the second quarter of 2017, respectively, and twosix ships, with an aggregate capacity of approximately 5,70014,750 berths as of December 31, 2018. Additionally, TUI Cruises has four ships on order with an aggregate capacity of approximately 13,900 berths, of which one ship was delivered in January 2019 and the remaining ships on order are scheduled for delivery in the second quarter of 20182023, the third quarter of 2024 and 2019,the first quarter of 2026, respectively. Additionally, we announced
Pullmantur
The Pullmantur brand is a joint venture owned 49% by us and 51% by Cruises Investment Holdings S.A.R.L., an affiliate of Springwater Capital LLC. Pullmantur operates in the pending sale of Splendourcontemporary segment of the Seas from Royal Caribbean InternationalSpanish and Latin American cruise markets and is designed to TUIattract Spanish-speaking families and couples and includes Spanish-speaking crew, as well as tailored food and entertainment options. The four ships operated by Pullmantur have an aggregate capacity of approximately 7,450 berths.
SkySea Cruises which is scheduled to be completed in April 2016. After the sale, TUI Cruises will lease the ship to Thomson Cruises, a subsidiary of TUI AG, which will operate the ship. Furthermore, Mein Schiff 1 and Mein Schiff 2 are expected to be moved to Thomson Cruises within the next few years.

Other

In November 2014,March 2018, we formed a strategic partnership withand Ctrip.com International Ltd. announced the decision to end the Skysea Holding International Ltd. ("Ctrip"Skysea Holding"), venture in which we have a Chinese travel service provider, to operate a new cruise brand known as SkySea Cruises. We36% ownership interest. In September 2018, Skysea Holding ceased cruising operations and Ctrip each own 35% ofin December 2018, the venture, with the remaining equity held by the venture's management and a private equity fund. SkySea Cruises, which is accounted for under the equity method of accounting, commenced operations during the second quarter of 2015

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and operates one ship, Golden Era, formerly known as Celebrity Century. SkySeathe ship operated by Skysea Cruises, offers a custom-tailored product for Chinese cruise guests. All onboard activities, services, shore excursions and menu offerings are designedowned by the wholly-owned subsidiary of Skysea Holding, was sold to suit the preferencesan affiliate of this target market.TUI AG, our joint venture partner in TUI Cruises.

Industry

Cruising is considered a well-established vacation sector in the North American and European markets and a developing but promising sector in several other emerging markets. Industry data indicates that market penetration rates are still low and that a significant portion of cruise guests carried are first-time cruisers. We believe this presents an opportunity for long-term growth and a potential for increased profitability.

The following table details industry market penetration rates for North America, Europe and Asia/Pacific computed based on the number of annual cruise guests as a percentage of the total population:

Year 
North America(1)(2)
 
Europe(1)(3)
 
Asia/Pacific(1)(4)
 
North America(1)(2)
 
Europe(1)(3)
 
Asia/Pacific(1)(4)
2011 3.30% 1.20% 0.03%
2012 3.33% 1.21% 0.04%
2013 3.32% 1.24% 0.05%
2014 3.46% 1.23% 0.06% 3.46% 1.23% 0.06%
2015 3.47% 1.24% 0.08% 3.36% 1.25% 0.08%
2016 3.43% 1.23% 0.11%
2017 3.56% 1.28% 0.15%
2018 3.59% 1.31% 0.19%

(1)Source: Our estimates are based on a combination of data obtained from publicly available sources including the International Monetary Fund, United Nations, Department of Economic and Social Affairs, Cruise Lines International Association ("CLIA") and G.P. Wild. In addition, our estimates incorporate our own analysis utilizing the same publicly available cruise industry data as a base.
(2)Our estimates include the United States and Canada.
(3)Our estimates include European countries relevant to the industry (e.g.(most notably: the Nordics, Germany, France, Italy, Spain and the United Kingdom).
(4)Our estimates include the Southeast Asia (e.g.(most notably: Singapore, Thailand and the Philippines), East Asia (e.g.(most notably: China and Japan), South Asia (e.g.(most notably: India and Pakistan) and Oceanian (e.g.Oceania (most notably: Australia and Fiji Islands) regions.

We estimate that the global cruise fleet was served by a weighted average of approximately 472,000546,000 berths onduring 2018 with approximately 288323 ships at the end of 2015. There are2018. As of December 31, 2018, there were approximately 4489 ships with an estimated 139,000198,000 berths that are expected to be placed in service in the global cruise market between 20162019 and 2020,2023, although it is also possible that ships could be ordered or taken out of service during these periods. We estimate that the global cruise industry carried 23.0approximately 28.0 million cruise guests in 20152018 compared to 22.0approximately 26.7 million cruise guests carried in 20142017 and 21.3approximately 24.0 million cruise guests carried in 2013.

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2016.
The following table details the growth in global weighted average berths and the global, North American, European and Asia/Pacific cruise guests over the past five years (in thousands, except berth data):
Year 
Weighted-Average
Supply of
Berths
Marketed
Globally
(1)
 Royal Caribbean Cruises Ltd. Total Berths 
Global
Cruise
Guests
(1)
 
North American Cruise Guests(1)(2)
 
European Cruise Guests(1)(3)
 
Asia/Pacific Cruise Guests(1)(4)
 
Weighted-Average
Supply of
Berths
Marketed
Globally
(1)
 
Royal Caribbean Cruises Ltd. Total Berths(2)
 
Global
Cruise
Guests
(1)
 
North American Cruise Guests(1)(3)
 
European Cruise Guests(1)(4)
 
Asia/Pacific Cruise Guests(1)(5)
2011 412,000 92,650 20,522 11,435 6,178 1,307
2012 425,000 98,650 20,813 11,641 6,225 1,474
2013 432,000 98,750 21,343 11,710 6,430 2,045
2014 448,000 105,750 22,039 12,269 6,387 2,382 448,000 105,750 22,039 12,269 6,387 2,382
2015 466,000 110,900 22,973 12,421 6,407 3,118 469,000 112,700 23,000 12,004 6,587 3,129
2016 493,000 123,270 24,000 12,274 6,512 4,466
2017 515,000 124,070 26,700 12,865 6,779 5,415
2018 546,000 135,520 28,000 13,054 6,986 7,006

(1)Source: Our estimates of the number of global cruise guests and the weighted-average supply of berths marketed globally are based on a combination of data that we obtain from various publicly available cruise industry trade information sources. We use data obtained from Seatrade Insider, Cruise Industry News and company press releases to estimate weighted-average supply of berths and CLIA and G.P. Wild to estimate cruise guest information. In addition, our estimates incorporate our own statistical analysis utilizing the same publicly available cruise industry data as a base.
(2)Our estimatesTotal berths include the United Statesour berths related to our Global Brands and Canada.Partner Brands.
(3)Our estimates include the United States and Canada.

(4)Our estimates include European countries relevant to the industry (e.g.(most notably: the Nordics, Germany, France, Italy, Spain and the United Kingdom).
(4)(5)Our estimates include the Southeast Asia (e.g.(most notably: Singapore, Thailand and the Philippines), East Asia (e.g.(most notably: China and Japan), South Asia (e.g.(most notably: India and Pakistan) and Oceanian (e.g.Oceania (most notably: Australia and Fiji Islands) regions.

North America

The majority ofIndustry cruise guests are primarily sourced from North America, which represented approximately 54%47% of global cruise guests in 2015.2018. The compound annual growth rate in cruise guests sourced from this market was approximately 2%from 20112014 to 2015.

2018.
Europe

CruiseIndustry cruise guests sourced from Europe represented approximately 28%25% of global cruise guests in 2015.2018. The compound annual growth rate in cruise guests sourced from this market was approximately 1% 2%from 20112014 to 2015.

2018.
Asia/Pacific

CruiseIndustry cruise guests sourced from the Asia/Pacific region represented approximately 14%25% of global cruise guests in 2015.2018. The compound annual growth rate in cruise guests sourced from this market was approximately 24%31% from 20112014 to 2015. We expect the2018. The Asia/Pacific region to demonstrate an even higheris experiencing the highest growth rate inof the near term,major regions, although it will continue to representrepresents a relatively small sector compared to North America.

Competition

We compete with a number of cruise lines. Our principal competitors are Carnival Corporation & plc, which owns, among others, Aida Cruises, Carnival Cruise Line, Costa Cruises, Cunard Line, Holland America Line, P&O Cruises, Princess Cruises and Seabourn; Disney Cruise Line; MSC Cruises; and Norwegian Cruise Line Holdings Ltd, which owns Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises. Cruise lines also compete with other vacation alternatives such as land-based resort hotels, Internet-based alternative lodging sites and sightseeing destinations for consumers’ leisure time.

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Demand Interest for such activities is influenced by political and general economic conditions. Companies within the vacation market are dependent on consumer discretionary spending.

Operating Strategies

Our principal operating strategies are to:

protect the health, safety and security of our guests and employees, and
protect the environment in which our vessels and organization operate,

strengthen and support our human capital in order to better serve our global guest base and grow our business,

further strengthen our consumer engagement in order to enhance our revenues,

increase the awareness and market penetration of our brands globally,

focus on cost efficiency, manage our operating expenditures and ensure adequate cash and liquidity, with the overall goal of maximizing our return on invested capital and long-term shareholder value,

strategically invest in our fleet through the upgrade and maintenance of existing ships and the transfer of key innovations, across each brand, while prudently expanding our fleet with new state-of-the-art cruise ships,

capitalize on the portability and flexibility of our ships by deploying them into those markets and itineraries that provide opportunities to optimize returns, while continuing our focus on existing key markets,

further enhance our technological capabilities to service customer preferences and expectations in an innovative manner, while supporting our strategic focus on profitability, and

maintain strong relationships with travel agencies, which continue to be the principal industry distribution channel, while enhancing our consumer outreach programs.

Safety, Environmentenvironment and Healthhealth policies

We are committed to protecting the health, safety environment and healthsecurity of our guests, employees and others working on our behalf. We are also committed to protectingfocused on the environmental health of the marine environment and communities in which we operate. Our efforts in these areas are guided by a Maritime Advisory Board of experts, overseen by the Safety, Environment and Health Committee of our Boardboard of Directorsdirectors and managed by our dedicated Safety, Environment and Health Department, which is responsible for all of our maritime safety, global security, environmental stewardship and medical/public health activities.

We believe in transparent reporting on our safety, environment and health performance, as well as our corporate responsibility efforts, and annually publish a Sustainability Report in accordance with the guidelines of the Global Reporting Initiative.Report. This report, which is accessible on our corporate website, highlights our progress with regards to those environmental and social aspects of our business that we believe are most significant to our organization and stakeholders. In addition to providing an overview, the report complies with the guidelines of the Global Reporting Initiative to ensure the report is as complete and accurate as possible. Our corporate website also provides information about our sustainability initiatives, environmental performance goals and our voluntary reporting of onboard security incidents. The foregoing information contained on our website is not a part of any of these reports and is not incorporated by reference herein or in any other report or document we file with the Securities and Exchange Commission.

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Human capital

We believe that our employees, both shipboard and shoreside, are a critical success factor for our business. We strive to identify, hire, develop, motivate and retain the best employees, who provide our guests with extraordinary vacations. Attracting, engaging, and retaining key employees has been and will remain critical to our success.

We focus on providing our employees with a competitive compensation structure and development and other personal and professional growth opportunities in order to strengthen and support our human capital. We also select, develop and have strategies to retain high performing leaders to advance the enterprise now and in the future. To that end, we pay special attention to identifying high performing potential leaders and developing deep bench strength so these leaders can assume leadership roles throughout the organization. We strive to maintain a work environment that reinforces collaboration, motivation and innovation, and believe that maintaining oura strong employee-focused culture is beneficial to the growth and expansion of our business.

Consumer engagement

We place a strong focus on identifying the needs of our guests and creating product features and innovations that our customers value. We are focused on targeting high-value guests by better understanding consumer data and insights and creatingto create communication strategies that best resonate with our target audiences.

We interact withtarget customers across all touch points and seek to identify underlying needs for which guests are willing to pay a premium. We rely on various programs prior to,and technologies during the cruise-planning, cruising and after a cruise vacationafter-cruise periods aimed at increasing our ticket prices, onboard revenues and occupancy. We have and continue to strategically investedinvest in a number ofonboard projects onboardon our ships including the implementation of new onboard revenue initiatives that we believe drive marketability, profitability and improve the guest experience.

Global awareness and market penetration

We increase brand awareness and market penetration of our cruise brands in various ways, including through the use of communication strategies and marketing campaigns designed to emphasize the unique qualities of each brand and to broaden the awareness of the brand, especially among the brand's target customer groups. Our marketing strategies include the use of travel agencies, traditional media, mobile and digital media as well as social media, influencers and brand websites and travel agencies.websites. Our brands engage past and potential guests by collaborating with travel partners and through call centers, international offices and international representatives. In addition, Royal Caribbean International, Celebrity Cruises and Azamara Club Cruisesour Global Brands target repeat guests with exclusive benefits offered through their respective loyalty programs.

We also increase brand awareness across all of our brands through travel agencies, which generate the majority of our bookings. We are committed to this very important distribution channel by continuing to focus the travel agents on the unique qualities of each of our brands.
We sell and market our global brands,Global Brands, Royal Caribbean International, Celebrity Cruises, and Azamara Club Cruises and Silversea Cruises, to guests outside of the United States and Canada through our officescommercial teams located in the United Kingdom, France, Germany, Norway, Italy, Spain, Singapore, China, Brazil,Europe, Asia, Australia, New Zealand and Mexico. We believe that having a local presence in these markets provides us with the ability to react more quickly to local market conditions and better understand our consumer base in each market. We further extend our geographic reach with a network of 37approximately 76 independent international

representatives located throughout the world covering 114more than 180 countries. Historically, our focus has been to primarily source guests for our global brandsGlobal Brands from North America. We continue to expand our focus on selling and marketing our cruise brands to guests in countries outside of North America by tailoring itineraries and onboard product offerings to the cultural characteristics and preferences of our international guests. In addition, we explore opportunities that may arise to acquire or develop brands tailored to specific markets.


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Passenger ticket revenues generated by sales originating in countries outside of the United States were approximately 45%39% of total passenger ticket revenues in 20152018, 41% in 2017 and 47% and 48%45% in 2014 and 2013, respectively.2016. International guests have grown from approximately 2.2 million in 20112014 to approximately 2.52.3 million in 2015.

2018. Refer to Item 1A.
Risk Factors - “Conducting business globally may result in increased costs and other risks” for a discussion of the risks associated with our international operations.
Cost efficiency, operating expenditures and adequate cash and liquidity

We have adopted a number of strategies to control our operating costs and will continue our commitment to identify and implement cost containment initiatives. In 2015,do so in 2019. For example, we consolidated our marine operations organization into a single, global organization in order to better take advantage of synergies, efficiencies and economies of scale of our total fleet. We expect the organization to yield better operating efficiencies while increasing safety and reliability.

We also continue ourhave adopted numerous initiatives to reduce energy consumption and, by extension, fuel costs. These include the design of more fuel-efficientenergy-efficient ships as well as the implementation of more efficient hardware, including improvements in operations and voyage planning as well as improvements to the propulsion, machinery, HVAC and cooling systems incorporatinglighting systems. The overall impact of these efforts has resulted in an approximate 30% improvement in energy efficiencies.

efficiency from 2005 through 2018 and we believe that our energy consumption per guest is currently the lowest in the cruise industry. In order to sustain our competitive advantage, we will continue to seek to lead with innovative technologies and commit to achieve our short and long-term sustainability goals.
We are focused on maintaining a strong liquidity position, reducing ourinvestment grade credit metrics and a balanced debt and improving our credit metrics. In addition, we continue to pursue our long-term objective of returning our credit ratings to investment grade.maturity profile. We believe these strategies enhance our ability to achieve our overall goal of maximizing our return on invested capital and long-term shareholder value.

Fleet upgrade, maintenance and expansion

We place a strong focus on product innovation, which we seek to achieve by introducing new concepts on our new ships and continuously making improvements to our fleet.fleet through modernization projects. Several of these innovations have become signature elements of our brands, such asbrands. For the Royal Caribbean International brand, we introduced the “Royal Promenade” (a boulevard with shopping, dining and entertainment venues) and, more recently, interior balconies on the Oasis class ships and a two-level family suite on Symphony of the Seas. For the Celebrity Cruises brand, we enhanced many of the brand's design features through the introduction of the Solstice class ships. More recently, with the introduction of Celebrity Edge, the first ship of a new generation of ships, we introduced the "Magic Carpet" (a cantilevered, floating platform that reaches a height of 13 stories above sea level and can serve as a dining venue, full bar and platform for live music) and newly designed staterooms with an "Infinite Veranda" where, with the touch of a button, the entire living space becomes the veranda.
In 2018, the Royal Caribbean International brand and enhanced design features found on our Solstice-class ships for the Celebrity Cruises brand.

Ourbrands announced the "Royal Amplified" and "Celebrity Revolution" modernization programs to upgrade and maintenancevessels across their fleet. As part of these modernization programs, enable uswe incorporate certain innovations included in our newer ships to incorporate manysome of the ships in the remaining fleet. The process of integrating some of our latest signature innovations throughout the brand fleet and allowinto our older vessels allows us to benefit from economiescreate a greater level of scale by leveraging our suppliers. Ensuring consistency of product across our fleet provides us withfleet.
As part of the flexibilitynewbuild and modernization programs, we also seek to redeploybring innovations in the areas of safety, reliability and energy efficiency to our ships among our brand portfolio.

fleet.
We are committed to building state-of-the-art ships at a moderate growth rate and we believe our success in this area provides us with a competitive advantage. Our newnewer vessels traditionally generate higher revenue yield premiums and are more efficient to operate than existingolder vessels.

Our brands, excludingAs of December 31, 2018, our 50% joint venture TUI Cruises, currentlyGlobal Brands and Partner Brands have seven new16 ships on order. These consist of three Quantum-classRefer to the Operations section below for further information on our ships which are scheduled to enter service in the second quarter of 2016, second quarter of 2019 and fourth quarter of 2020, respectively, two Oasis-class ships, which are scheduled to enter service in the second quarters of 2016 and 2018, respectively, and two ships of a new generation for Celebrity Cruises, which are scheduled to enter service in the second half of 2018 and the first half of 2020, respectively. The addition of these seven ships is expected to increase our passenger capacity by approximately 29,150 berths by December 31, 2020, or approximately 28.6%, as compared to our capacity as of December 31, 2015. In addition, TUI Cruises, our 50% joint venture, currently has agreements for the construction of four new ships. These ships are scheduled to enter service in the second quarters of 2016, 2017, 2018 and 2019, with an expected total capacity of 10,700 berths.

on order.
In addition, we regularly evaluate opportunities to order new ships, purchase existing ships or sell ships in our current fleet. In the current environment of high industry demand, we anticipate placingrecently have placed new ship orders for new ships earlier than historical practicewe have historically done as well as more aggressively seekingsought to sell older capacity.

Markets and itineraries


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In an effort to penetrate untapped markets, diversify our consumer base and respond to changing economic and geopolitical market conditions, we continue to seek opportunities to optimally deploy ships to new and stronger markets and itineraries throughout the world. The portability of our ships allows us to readily deploy our ships to meet demand within our existing cruise markets. We make deployment decisions generally 12 to 18 months in advance, with the goal of optimizing the overall profitability of our portfolio. Additionally, the infrastructure investments we have made to create a flexible global sourcing model hashave made our brands relevant in a number of markets around the world, which allows us to be opportunistic and source the highest yielding guests for our itineraries.

Our ships offer a wide selection of itineraries that call on approximately 490more than 1,000 destinations in 115126 countries, spanning all seven continents. We are focused on obtaining the best possible long-term shareholder returns by operating in established markets while growing our presence in developing markets. New capacity allows us to expand into new markets and itineraries. Our brands have expanded their mix of itineraries while strengthening our ability to further penetrate the Asian and Australian markets. The recent acquisition of Silversea Cruises adds more than 500 new destinations allowing us to expand and enhance our selection of exotic itineraries. Additionally, in order to provide unique destination experiences to our guests, we are investing in our private land destinations. For instance, in 2018, we announced Perfect Day Island Collection, an initiative to develop a series of private island destinations around the world. The first in the collection, Perfect Day at CocoCay, is scheduled to open in Spring 2019 and will include a wide range of attractions, such as a water park, zip line, wave and freshwater pools and overwater cabanas, to deliver a unique family experience.
Also, in order to capitalize on the summer season in the Southern Hemisphere and mitigate the impact of the winter weather in the Northern Hemisphere, our brands have focused on deployment in the Caribbean, Asia and Australia during that period.

In an effort to secure desirable berthing facilities for our ships, and to provide new or enhanced cruise destinations for our guests, we actively assist or invest in the development or enhancement of certain port facilities and infrastructure, including mixed-use commercial properties, located in strategic ports of call. For instance, in late 2018, a new cruise terminal of approximately 170,000 square feet was completed at PortMiami in Miami, Florida, serving as one of our homeports. Generally, we collaborate with local, private or governmental entities by providing management and/or financial assistance and often enter into long-term port usage arrangements. Our participation in these efforts is generally accomplished via investments with the relevant government authority and/or various other strategic partnerships established to develop and/or operate the port facilities, by providing direct development and management expertise or in certain limited circumstances, by providing direct or indirect financial support. In exchange for our involvement, we generally secure preferential berthing rights for our ships.

Technological capabilities

The need to develop and use innovative technology is increasingly important. Technology is a pervasive part of virtually every business process we use to support our strategic focus and provide a quality experience to our customers before, during and after their cruise. Moreover, as
In the past year, we have digitalized the guest journey from port check-in and onboard purchases to digital stateroom features. As the use of our various websites, mobile and social media platforms continue to increase along with the use of technology onboard our shipsboth on shore and shipboard by both our guests and crew, we continually need to upgradeinvest in our systems, infrastructure and technologies to facilitate this growth. For instance, in 2015,2018, we continued to advance our onboard technology in areas such as internetInternet connectivity at sea, guest check-instateroom automation and dining. We also introduced new mobile-friendly websites forguest-to-guest chat.
Additionally, we continue to invest in our distribution channels to ensure the best go-to-market approach, whether through travel partners or direct to customer. Commensurate with our destination strategy, we intend to invest in technology to service our guests seamlessly as they transition from ship to our private destinations to enjoy Internet connectivity or local activities.
Cyber security and direct customers and new mobile apps to enhance the guest experience onboard our ships. Additionally, cyber security isdata privacy are a continued focus, and we have made and will continue to make significant investments to protect our customer data, intellectual property and global operations.

Additionally, as we expand into new markets, we must ensure that we have the proper technology in place to support the market. For instance, our capabilities need to adapt to each of our markets' languages and regulations. As we expand our business, this has been an increased focus for us.

Travel agency support and direct business

consumer outreach
Travel agencies continue to be the primary source of ticket sales for our ships. We believe in the value of this distribution channel and invest heavily in maintaining strong relationships with our travel partners. To accomplish this goal, we seek to ensure that our commission rates and incentive structures remain competitive with the marketplace. We provide brand dedicated sales representatives who serve as advisors to our travel partners. We also provide trained customer service representatives, call centers and online training tools.
To supportIn addition, we continue to operate our sales initiatives, we have established a Consumer Outreach department, which allowsprovides consumers 24-hour access to our vacation planners, group vacation planners and customer service agents in our call centers. In addition, we maintain and invest in our websites, including mobile applications and mobile websites, which allow

9


guests to directly plan, book and customize their cruise, including the ability to add a variety of onboard amenities. We enable our guests to communicate and book with us through various channels such as well as encouragephone, web, chat, text message, and/or email.
We also have a robust Onboard Cruise Sales department to help guests to book their next cruise vacations while onboard our ships.

Guest Services

We offer to handle virtually all travel aspects related to guest reservations and transportation, including arranging guest pre- and post-hotel stay arrangements and air transportation.

Royal Caribbean International, Celebrity Cruises, and Azamara Club Cruises and Silversea Cruises offer rewards to their guests through their loyalty programs, Crown & Anchor Society, Captain’s Club, and Le Club Voyage and Venetian Society, respectively, to encourage repeat business. Crown & Anchor Society has approximately 9.213 million members worldwide. Captain’s Club, and Le Club Voyage and Venetian Society have 3.1approximately 4.5 million members combined worldwide. Members earnare recognized through increasing membership status by accumulating cruise points or credits, depending on the brand, which may be redeemed on future sailings. Members are awarded points or credits in proportion to the number of cruise days and stateroom category. The loyalty programs provide certain tiers of membership benefits which can be redeemed byentitle guests after accumulatingto upgraded experiences and rewards relative to the status achieved once the guests have accumulated the number of cruise points or credits specified for each tier. In addition, upon achieving a certain level of cruise points or credits, members benefit from reciprocal membership benefits across all of our loyalty programs. Examples of the rewards available under our loyalty programs include, but are not limited to, priority ship embarkation, priority waitlist for shore excursions, complimentary laundry service, complimentary internet,Internet, booklets with onboard discount offers, upgraded bathroom amenities, private seating on the pool deck, ship tours and, in the case of our most loyal guests who have achieved the highest levels of cruise points or credits, complimentary cruise days. We regularly work to enhance each of our loyalty programs by adding new features and amenities in order to reward our repeat guests.

Operations

Cruise Ships and Itineraries

As of December 31, 2015,2018, our brands, including our 50% joint venture TUI Cruises,Global Brands and Partner Brands collectively operated 4460 ships with a selection of worldwide itineraries ranging from two to 24 nights that call on approximately 490more than 1,000 destinations.


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The following table presents summary information concerning the ships we willexpect to operate in 20162019 under these six cruise brandsour Global Brands and Partner Brands and their geographic areas of operation based on current 20162019 itineraries (subject to change).
Ship Year Ship
Built
 
Year Ship
Entered/Will Enter Service
(1)
 Approximate
Berths
 Primary Areas of Operation
Royal Caribbean International        
Spectrum of the Seas 2019 2019 4,250 Eastern Asia
Symphony of the Seas 2018 2018 5,500 Eastern/Western Caribbean
Harmony of the Seas 2016 2016 5,450 Eastern/Western Caribbean
Ovation of the Seas 2016 2016 4,100 Australia, Alaska
Anthem of the Seas 2015 2015 4,150 Southern Caribbean, Bahamas, Bermuda, Canada
Quantum of the Seas 2014 2014 4,150 Eastern Asia
Allure of the Seas 2010 2010 5,450 Eastern/Western Caribbean
Oasis of the Seas 2009 2009 5,450 Eastern/Western Caribbean, Europe
Independence of the Seas 2008 2008 3,850 Western Caribbean, Europe
Liberty of the Seas 2007 2007 3,750 Western Caribbean
Freedom of the Seas 2006 2006 3,750 Southern Caribbean
Jewel of the Seas 2004 2004 2,150 Western/Southern Caribbean, Europe, Middle East
Mariner of the Seas 2003 2003 3,300 Bahamas
Serenade of the Seas 2003 2003 2,100 Eastern/Southern Caribbean, Bermuda, Canada
Navigator of the Seas 2002 2002 3,250 Western/Southern Caribbean, Bahamas
Brilliance of the Seas 2002 2002 2,100 Western Caribbean, Europe
Adventure of the Seas 2001 2001 3,300 Eastern/Western Caribbean, Bahamas, Canada
Radiance of the Seas 2001 2001 2,100 Australia, Alaska
Explorer of the Seas 2000 2000 3,250 Australia, Europe, Western/Southern Caribbean
Voyager of the Seas 1999 1999 3,250 Eastern Asia, Australia
Vision of the Seas 1998 1998 2,000 Western/Southern Caribbean, Europe
Enchantment of the Seas 1997 1997 2,250 Western Caribbean
Rhapsody of the Seas 1997 1997 2,000 Western Caribbean, Europe
Grandeur of the Seas 1996 1996 1,950 Bahamas, Southern Caribbean, Bermuda, Canada
Majesty of the Seas 1992 1992 2,350 Western Caribbean, Cuba
Empress of the Seas 1990 2016 1,550 Cuba
Celebrity Cruises        
Celebrity Flora 2019 2019 100 Galapagos Islands
Celebrity Edge 2018 2018 2,900 Eastern/Western Caribbean, Europe
Celebrity Reflection 2012 2012 3,000 Southern Caribbean, Europe

Ship Year Ship
Built
 
Year Ship
Entered Service
(1)
 Approximate
Berths
 Primary Areas of Operation
Royal Caribbean International        
Harmony of the Seas 2016 2016 5,450 Eastern/Western Caribbean, Mediterranean
Ovation of the Seas 2016 2016 4,150 Eastern Asia
Anthem of the Seas 2015 2015 4,100 Bermuda, Canada, Eastern/Western/Southern Caribbean, Bahamas
Quantum of the Seas 2014 2014 4,150 Eastern Asia
Allure of the Seas 2010 2010 5,450 Eastern/Western Caribbean
Oasis of the Seas 2009 2009 5,450 Eastern/Western Caribbean
Independence of the Seas 2008 2008 3,600 Northern Europe, Western Caribbean
Liberty of the Seas 2007 2007 3,600 Western Caribbean
Freedom of the Seas 2006 2006 3,750 Eastern/Western Caribbean
Jewel of the Seas 2004 2004 2,100 Mediterranean, Southern Caribbean
Mariner of the Seas 2003 2003 3,100 Eastern Asia and Southeastern Asia
Serenade of the Seas 2003 2003 2,100 Southern Caribbean, Northern Europe, Canada
Navigator of the Seas 2002 2002 3,250 Northern Europe, Southern/Western Caribbean
Brilliance of the Seas 2002 2002 2,100 Mediterranean, Western Caribbean
Adventure of the Seas 2001 2001 3,100 Southern Caribbean
Radiance of the Seas 2001 2001 2,100 Alaska, Australia/New Zealand
Explorer of the Seas 2000 2000 3,250 Alaska, Australia/New Zealand
Voyager of the Seas 1999 1999 3,250 Eastern Asia, Australia/New Zealand
Vision of the Seas 1998 1998 2,000 Western Caribbean, Mediterranean, Dubai
Enchantment of the Seas 1997 1997 2,250 Bahamas
Rhapsody of the Seas 1997 1997 2,000 Mediterranean, South America, Western Caribbean
Grandeur of the Seas 1996 1996 1,950 Southern/Eastern/Western Caribbean, Bermuda, Bahamas
Splendour of the Seas(2)
 1996 1996 1,800 Dubai
Legend of the Seas 1995 1995 1,800 Eastern Asia, Australia/New Zealand
Majesty of the Seas 1992 1992 2,350 Bahamas
Empress of the Seas(3)
 1990 2016 1,550 Western Caribbean
Celebrity Cruises        
Celebrity Reflection 2012 2012 3,000 Mediterranean, Eastern/Western Caribbean
Celebrity Silhouette 2011 2011 2,850 Northern Europe, Mediterranean, Eastern/Western Caribbean
Celebrity Eclipse 2010 2010 2,850 Northern Europe, Southern Caribbean
Celebrity Equinox 2009 2009 2,850 Mediterranean, Eastern/Southern Caribbean
Celebrity Solstice 2008 2008 2,850 Alaska, Australia/New Zealand
Celebrity Constellation 2002 2002 2,150 Western Caribbean, Mediterranean, Middle East
Celebrity Summit 2001 2001 2,150 Southern Caribbean, Bermuda, Canada
Celebrity Infinity 2001 2001 2,150 South America, Alaska
Celebrity Millennium 2000 2000 2,150 Alaska, Southeastern Asia, Eastern Asia

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Ship Year Ship
Built
 
Year Ship
Entered Service
(1)
 Approximate
Berths
 Primary Areas of Operation Year Ship
Built
 
Year Ship
Entered/Will Enter Service
(1)
 Approximate
Berths
 Primary Areas of Operation
Celebrity Silhouette 2011 2011 2,850 Southern Caribbean, Europe
Celebrity Eclipse 2010 2010 2,850 South America, Alaska
Celebrity Equinox 2009 2009 2,850 Eastern/Western Caribbean
Celebrity Solstice 2008 2008 2,850 Australia, Alaska
Celebrity Xploration 2007 2016 20 Galapagos Islands
Celebrity Constellation 2002 2002 2,150 Middle East, India, Europe
Celebrity Summit 2001 2001 2,150 Southern Caribbean, Bermuda, Canada
Celebrity Infinity 2001 2001 2,150 Western Caribbean, Bahamas, Europe
Celebrity Xpedition 2001 2004 100 Galapagos Islands 2001 2004 100 Galapagos Islands
Celebrity Millennium 2000 2000 2,150 Eastern Asia, Alaska
Celebrity Xperience 1982 2016 50 Galapagos Islands
Azamara Club Cruises  
Azamara Pursuit 2001 2018 700 South America, Europe
Azamara Quest 2000 2007 700 Australia/New Zealand, Southeastern Asia, Eastern Asia, Northern Europe, Eastern/Western/Southern Caribbean 2000 2007 700 Australia, Asia, Alaska
Azamara Journey 2000 2007 700 Southeastern Asia, Eastern Asia, Mediterranean Eastern/Western and Southern Caribbean 2000 2007 700 Cuba, Europe
Silversea Cruises 
Muse 2017 2017 550 Australia, Asia, Alaska
Spirit 2009 2009 600 Southern Caribbean, Europe, Asia
Whisper 2001 2001 350 Southern Caribbean, Europe
Shadow 2000 2000 350 Asia, Europe, Southern Caribbean
Wind 1995 1995 250 Southern Caribbean, Europe, Canada
Cloud 1994 1994 250 South America, Europe
Galapagos 1990 2013 100 Galapagos Islands
Discoverer 1989 2014 100 Africa, Australia, Asia
Explorer 1989 2008 100 South America, Europe
Pullmantur  
Zenith 1992 2014 1,400 Europe
Monarch 1991 2013 2,350 Southern Caribbean, Northern Europe 1991 2013 2,350 Southern Caribbean
Horizon 1990 2010 1,400 Middle East, Europe
Sovereign 1988 2008 2,300 Mediterranean, Brazil 1988 2008 2,300 South America, Europe
CDF Croisières de France 
Horizon 1990 2010 1,400 Northern Europe, Mediterranean, Southern Caribbean
Zenith 1992 2014 1,400 Europe, Brazil
TUI Cruises  
Mein Schiff 2 (2)
 2019 2019 2,850 Europe, Southern Caribbean
Mein Schiff 1 (3)
 2018 2018 2,850 Europe, Canada, Western Caribbean
Mein Schiff 6 2017 2017 2,500 Western Caribbean, Europe, Asia
Mein Schiff 5 2016 2016 2,500 Southern Caribbean 2016 2016 2,500 Southern Caribbean, Europe, Middle East
Mein Schiff 4 2015 2015 2,500 Northern Europe, Mediterranean, Southern Caribbean 2015 2015 2,500 Middle East, Europe
Mein Schiff 3 2014 2014 2,500 Mediterranean, Southern Caribbean, Dubai 2014 2014 2,500 Asia, Europe
Mein Schiff 2 1997 2011 1,900 Dubai, Mediterranean
Mein Schiff 1 1996 2009 1,900 Southeastern Asia, Northern Europe, Mediterranean
Mein Schiff Herz 1997 2011 1,900 Europe
TotalTotal 123,000 Total 142,720 

(1)The year a ship entered service refers to the year in which the ship commenced or is expected to commence cruise revenue operations for the brand.
(2)
In March 2015, we announcedTUI Cruises' newbuild entered service as Mein Schiff 2 in February 2019 and the pending sale ofexisting Splendour of the SeasMein Schiff 2 to TUI Cruises, which is scheduled to be completed in April 2016. After the sale, TUI Cruises will lease the ship to Thomson Cruises, a subsidiary of TUI AG, which will operate the ship.was renamed Mein Schiff Herz.
(3)
Empress of the Seas (also knownTUI Cruises' newbuild entered service as Empress) will be redeployed from Pullmantur to Royal Caribbean International in February 2016. Prior to redeployment, Empress of the SeasMein Schiff 1 will operateand the existing Mein Schiff 1, not included above, was transferred to an affiliate of TUI AG, our joint venture partner in Brazil.TUI Cruises.

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Our brands, includingAs of December 31, 2018, our 50% joint venture, TUI Cruises,Global Brands and our Partner Brands have eleven16 ships on order. ThreeTwo ships on order are being built in Germany by Meyer Werft GmbH, four are being built in Finland by Meyer Turku shipyard, and four are being built in France by Chantiers de l’Atlantique (formerly known as STX France. TheFrance), four are being built in Italy by Fincantieri and two are being built in the Netherlands by De Hoop Lobith. As of December 31, 2018, the expected dates that ourthe ships on order will enter service and their approximate berths are as follows:
Ship
Expected to Enter
Enter Service
 
Approximate
Berths
Royal Caribbean International—International —   
Quantum-class:
Ovation of the Seas2nd Quarter 20164,150
Unnamed2nd Quarter 20194,150
Unnamed4th Quarter 20204,150
Oasis-class: 
Harmony of the Seas2nd Quarter 20165,450
Unnamed2nd Quarter 20185,450
Celebrity Cruises — Project Edge   
Unnamed2nd Half 2018Quarter 2021 2,9005,500
Quantum-class:
Spectrum of the Seas2nd Quarter 20194,250
Odyssey of the Seas4th Quarter 20204,250
Icon-class:
Unnamed1st Half2nd Quarter 20225,650
Unnamed2nd Quarter 20245,650
Celebrity Cruises —
Edge-class:
Celebrity Apex2nd Quarter 2020 2,900

Unnamed
4th Quarter 20213,200
Unnamed4th Quarter 20223,200
Celebrity Flora2nd Quarter 2019100
Silversea Cruises —
Silver Origin1st Quarter 2020100
Silver Moon3rd Quarter 2020550
Silver Dawn3rd Quarter 2021550
TUI Cruises (50% joint venture)—   
Mein Schiff 52nd Quarter 2016 2,500
Mein Schiff 62nd Quarter 20172,500
UnnamedMein Schiff 2 (1)
2nd Quarter 20182,850
Unnamed2nd1st Quarter 2019 2,850

Mein Schiff 7
2nd Quarter 20232,850
Unnamed3rd Quarter 20244,100
Unnamed1st Quarter 20264,100
Total Berths 39,850
49,800

(1)
TUI Cruises' newbuild entered service as Mein Schiff 2 in February 2019.
In addition, in September 2018, Silversea Cruises signed a memorandum of understanding with Meyer Werft to build two ships of a new generation of ships. The ships are expected to have an aggregate capacity of approximately 1,200 berths and are expected to enter service in 2022 and 2023, respectively. The memorandum of understanding with Meyer Werft is contingent upon the completion of final documentation and financing, which are expected to be completed in the first quarter of 2019.
In February 2019, we entered into an agreement with Chantiers de l’Atlantique to build the sixth Oasis-class ship for Royal Caribbean International. The ship is expected to have an aggregate capacity of approximately 5,700 berths and is expected to enter service in the fourth quarter of 2023. The order with Chantiers de l’Atlantique is contingent upon completion of conditions precedent and financing, which is expected to be completed in 2019.

Seasonality

Our revenues are seasonal based on the demand for cruises. Demand is strongest for cruises during the Northern Hemisphere’s summer months and holidays. In order to mitigate the impact of the winter weather in the Northern Hemisphere and to capitalize on the summer season in the Southern Hemisphere, our brands have focused on deployment in the Caribbean, Asia and Australia during that period.

Passengers and Capacity

Selected statistical information is shown in the following table (seeFinancial Presentation- Description of Certain Line Items and Selected Operational and Financial Metrics under Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, for definitions):


Year Ended December 31,Year Ended December 31,

2015 2014 2013 2012 2011
2018 (1)
 2017 
2016 (2)
 2015 2014
Passengers Carried5,401,899
 5,149,952
 4,884,763
 4,852,079
 4,850,010
6,084,201 5,768,496 5,754,747 5,401,899 5,149,952
Passenger Cruise Days38,523,060
 36,710,966
 35,561,772
 35,197,783
 34,818,335
41,853,052 40,033,527 40,250,557 38,523,060 36,710,966
Available Passenger Cruise Days (APCD)36,646,639
 34,773,915
 33,974,852
 33,705,584
 33,235,508
38,425,304 36,930,939 37,844,644 36,646,639 34,773,915
Occupancy105.1% 105.6% 104.7% 104.4% 104.8%108.9% 108.4% 106.4% 105.1% 105.6%

(1)
These amounts include only August and September 2018 amounts for Silversea Cruises due to the three-month reporting lag. Refer to Note 1. General and Note 3. Business Combination to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for more information on the three-month reporting lag and the Silversea Cruises acquisition.
(2)
These amounts do not include November and December 2015 amounts for Pullmantur as the net Pullmantur result for those months was included within Other expense in our consolidated statements of comprehensive income (loss) for the year ended December 31, 2016, as a result of the elimination of the Pullmantur two-month reporting lag, and did not affect Gross Yields, Net Yields, Gross Cruise Costs, Net Cruise Costs and Net Cruise Costs Excluding Fuel. Additionally, effective August 2016, we no longer include Pullmantur in these amounts.
Cruise Pricing

Our cruise ticket prices include accommodations and a wide variety of activities and amenities, including meals and entertainment. Prices vary depending on many factors including the destination, cruise length, stateroom category

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selected and the time of year the cruise takes place. Although we grant credit terms in select markets mainly outside of the United States, our payment terms generally require an upfront deposit to confirm a reservation, with the balance due prior to the sailing. Our cruises are generally available for sale at least one year in advance and often as much asmore than two years in advance of sailing. During the selling period of a cruise, we continually monitor and adjust our cruise ticket prices for available guest staterooms based on demand, with the objective of maximizing net yields. In early 2015, in an effort to preserve the integrity of our cruise pricing, we implemented a new policy against introducing incremental discounting on our ticket prices in certain markets within a certain period prior to the sailing date.

Additionally, asAs we grow our business globally, our sale arrangements with travel agents may vary. For instance, although our direct business is growing at a rapid pace, sale arrangements in the mainland Chinese market are primarily composed ofthrough travel agent charter and group sales with full payment due close-in to sailing, and to a lesser extent,are proportionately higher in the China market than in our other markets which are primarily through retail agency and direct sales.

We have developed and implemented enhanced revenue management tools and made improvementsenhancements to our pricing capabilities. Combined, these enhancements enablereservations system that provide us and our travel partners with additional capabilities, making it easier to better understand and react to the current demand and pricing environment and to implement a variety of promotions.

do business with us.
We offer air transportation to our guests through our air transportation program available in major cities around the world. Generally, air tickets are sold to guests at prices close to cost which vary by gateway and destination.

Passenger ticket revenues accounted for approximately 73%, 73% and 72% of total revenues in 2015, 20142018, 2017 and 2013, respectively.

2016.
Onboard Activities and Other Revenues

Our cruise brands offer modern fleets with a wide array of onboard services, amenities and activities which vary by brand and ship. While many onboard activities are included in the base price of a cruise, we realize additional revenues from, among other things, gaming, the sale of alcoholic and other beverages, internetInternet and other telecommunication services, gift shop items, shore excursions, photography, spa/salon and fitness services, art auctions, catalogue gifts for guests

retail shops and a wide variety of specialty restaurants and dining options. Many of these services are available for pre-booking on the internet prior to embarkation.

These activities are provided either directly by us or by independent concessionaires from which we receive a percentage of their revenues.
In conjunction with our cruise vacations, we offer pre- and post-cruise hotel packages to our Royal Caribbean International, Celebrity Cruises, and Azamara Club Cruises, and Silversea Cruises guests. During 2015, we continued to expand the markets in which we sell ourWe also offer cruise vacation protection coverage to guests in a number of markets, which provides guests with coverage for trip cancellation, medical protection and baggage protection. Onboard and other revenues accounted for approximately 27%28%, 27% and 28% of total revenues in 2015, 20142018, 2017 and 2013, respectively.2016.

Segment Reporting

We control and operate five wholly-ownedfour cruise brands, Royal Caribbean International, Celebrity Cruises, Azamara Club Cruises, Pullmantur and CDF Croisières de France.Silversea Cruises. In addition, we have a 50% investment in a joint venture with TUI AG which operates the German brand TUI Cruises.Cruises, a 49% interest in the Spanish brand Pullmantur and a 36% interest in the Chinese brand SkySea Cruises, which ceased cruising operations in September 2018. We believe our global brands possess the versatility to enter multiple cruise market segments within the cruise vacation industry. Although each of our brands has its own marketing style as well as ships and crews of various sizes, the nature of the products sold and services delivered by our brands share a common base (i.e., the sale and provision of cruise vacations). Our brands also have similar itineraries as well as similar cost and revenue components. In addition, our brands source passengers from similar markets around the world and operate in similar economic environments with a significant degree of commercial overlap. As a result, our brands (including TUI Cruises) have been aggregated as a single reportable segment based on the similarity of their economic characteristics, types of consumers, regulatory environment, maintenance requirements, supporting systems and processes as well as products and services provided. Our Chairman and Chief Executive Officer has been identified as the chief operating decision-maker and all significant operating decisions including the allocation of resources are based upon the analyses of the Company as one segment. (For financial information, see Item 8. Financial Statements and Supplementary Data.)

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Employees

As of December 31, 2015,2018, our brands, excluding our 50% joint venture, TUI Cruises,Global Brands employed over 66,000approximately 77,000 employees, including 60,00070,000 shipboard employees as well as 6,0007,000 full-time and 100 part-time employees in our shoreside operations. As of December 31, 2015,2018, approximately 83%89% of our shipboard employees were covered by collective bargaining agreements.

Insurance

We maintain insurance on the hull and machinery of our ships, with insured values generally equal to the net book value of each ship. This coverage is maintained with financially soundreputable insurance underwriters from the British, Scandinavian, French, United States and other reputable international insurance markets.

We maintain protectionare members of four Protection and indemnity liability insurance,Indemnity ("P&I") clubs, which provides coverage for liabilities,are part of a worldwide group of 13 P&I clubs, known as the International Group of P&I Clubs (the “IG”). Liabilities, costs and expenses for illness and injury to crew, guest injury, pollution and other third-party claims that arise out of, or are the result of,in connection with our cruise operations. Our vesselsactivities are insured through eithercovered by our P&I clubs, subject to the United Kingdom Mutual Steam Ship Assurance Association (Bermuda) Limited,clubs’ rules and the Steamship Mutual Underwriting Association or Gard AS. Our protection and indemnity liability insurancelimits of coverage determined by the IG. P&I coverage provided by the clubs is done on a mutual basis and we are subject to additional premium calls in amounts based on claim recordsthe event of all membersa catastrophic loss incurred by any member of the mutual protection and indemnity association.13 P&I clubs, whereby the reinsurance limits purchased by the IG are exhausted. We are also subject to additional premium calls based on investment and underwriting shortfalls experienced by the insurer.

our own individual insurers.
We maintain war risk insurance which coversfor legal liability to crew, guests and other third parties as well as for loss or damage due to our vessels arising from acts of war, including invasion, insurrection, terrorism, rebellion, piracy and hijacking, on each ship, throughhijacking. Our primary war risk coverage is provided by a Norwegian war risk insurance organization. This coverage includes coverage for physical damage to the ship which is not covered under the hull policies as a result of war exclusion clauses in such hull policies. We also maintain protectionassociation and indemnityour excess war risk coverage for risks that would be excludedinsurance is provided by the rules of the indemnity insurance organizations, subject to certain limitations.our four P&I clubs. Consistent with most marine war risk policies, underour coverage is subject to cancellation in the termsevent of a change in risk. In the event of a war between major powers, our war risk insurance coverage, underwriters can giveprimary policies terminate after thirty days’ notice and our excess policies terminate immediately. Our excess policies are also subject to cancellation after a notice period of seven days in the event of other changes in risk. These notice periods allow for premiums to us that the policy will be canceled and reinstated at higher premium rates.renegotiated based on changes in risk.

Insurance coverage for other exposures, such as shoreside property and casualty, exposures, shipboard inventory,passenger off-vessel, liability, directors &and officers and other risksnetwork security and privacy, are maintained with various global insurance underwriters in the United States and the United Kingdom.

companies.
We do not carry business interruption insurance for our ships based on our evaluation of the risks involved and protective measures already in place, as compared to the cost of insurance.

All insurance coverage is subject to certain limitations, exclusions and deductible levels. In addition, in certain circumstances, we either self-insure or co-insure a portion of these risks. Premiums charged by insurance carriers, including carriers in the maritime insurance industry, increase or decrease from time to time and tend to be cyclical in nature. These cycles are impacted both by our own loss experience and by losses incurred in direct and reinsurance markets. We historically have been able to obtain insurance coverage in amounts and at premiums we have deemed to be commercially acceptable. No assurance can be given that affordable and secure insurance markets will be available to us in the future, particularly for war risk insurance.

Trademarks

We own a number of registered trademarks related to the Royal Caribbean International, Celebrity Cruises, Azamara Club Cruises Pullmantur and CDF Croisières de FranceSilversea Cruises cruise brands. The registered trademarks include the name “Royal Caribbean International” and its crown and anchor logo, the name “Celebrity Cruises” and its “X” logo, the name “Azamara Club Cruises” and its globe with an “A” logo, the names “Pullmanturname “Silversea Cruises” and “Pullmantur” and their logos, the name “CDF Croisières de France” and its logo, and the names of various cruise ships, as well as loyalty program names, ship venues and other marketing programs. We believe our largest brands' trademarks are

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widely recognized throughout the world and have considerable value.

The duration of trademark registrations varies from country to country. However, trademarks are generally valid and may be renewed indefinitely as long as they are in use and/or their registrations are properly maintained.
Regulation

Our ships are regulated by various international, national, state and local laws, regulations and treaties in force in the jurisdictions in which they operate. In addition, our ships are registered in the Bahamas, Malta or in the case of Celebrity Xpedition,our ships operating in the Galapagos Islands, Ecuador. Each ship is subject to regulations issued by its country of registry, including regulations issued pursuant to international treaties governing the safety of our ships, guests and crew as well as environmental protection. Each country of registry conducts periodic inspections to verify compliance with these regulations as discussed more fully below. Ships operating out of ports of call around the world are also subject to inspection by the maritime authorities of that country for compliance with international treaties and local regulations. Additionally, ships operating out of the United States ports are subject to inspection by the United States Coast Guard for compliance with international treaties and by the United States Public Health Service for sanitary and health conditions. Our ships are also subject to similar inspections pursuant to the laws and regulations of various other countries our ships visit.

We believe that we are in material compliance with all the regulations applicable to our ships and that we have all licenses necessary to conduct our business. Health, safety, security, environmental and financial responsibility issues are, and we believe will continue to be, an area of focus by the relevant government authorities in the United States and internationally. From time to time, various regulatory and legislative changes may be proposed that could impact our operations and subject us to increasing compliance costs in the future.

Safety and Security Regulations

Our ships are required to comply with international safety standards defined in the International Convention for Safety of Life at Sea (“SOLAS”), which, among other things, establishes requirements for ship design, structural features, materials, construction, life savinglifesaving equipment and safe management and operation of ships to ensure guest and crew safety. The SOLAS standards are revised from time to time and changes are incorporated into the most recent modifications were phased in through 2010.operation of our ships. Compliance with these modified standards didhave not havehistorically had a material effect on our operating costs. SOLAS incorporates the International Safety Management Code (“ISM Code”), which provides an international standard for the safe management and operation of ships and for pollution prevention. The ISM Code is mandatory for all vessels, including passenger vessel operators.

All of our operations and ships are regularly audited by various national authorities, and we are required to maintain the requiredrelevant certificates of compliance with the ISM Code.

Our ships are subject to various security requirements, including the International Ship and Port Facility Security Code (“ISPS Code”), which is part of SOLAS, and the U.S. Maritime Transportation Security Act of 2002 (“MTSA”), which applies to ships that operate in U.S. ports. In order to satisfy these security requirements, we implement security measures, conduct vessel security assessments, and develop security plans. The security plans for all of our ships have been submitted to and approved by the respective countries of registry for our ships in compliance with the ISPS Code and the MTSA.

The Cruise Vessel Security and Safety Act of 2010, which applies to passenger vessels which embark or include port stops within the United States, requires the implementation of certain safety design features as well as the establishment of practices for the reporting of and dealing with allegations of crime. The cruise industry supported this legislation and we believe that our internal standards are generally as strict or stricter than the law requires. A few provisions of the law call for regulations which have not yet been finalized; however, based on proposed regulations issued by the U.S. Coast Guard in January 2015, wefinalized. We do not expect anythe proposed regulations will have a material costs dueimpact to implementing these regulations.

our operations.
Environmental Regulations

We are subject to various international and national laws and regulations relating to environmental protection. Under such laws and regulations, we are generally prohibited from discharging materials other than food waste into

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the waterways. We have made, and will continue to make, capital and other expenditures to comply with environmental laws and regulations. From time to time, environmental and other regulators consider more stringent regulations, which may affect our operations and increase our compliance costs. We believe that the impact of ships on the global environment will continue to be an area of focus by the relevant authorities throughout the world and, accordingly, may subject us to increasing compliance costs in the future, including the items described below.
Our ships are subject to the International Maritime Organization’s (‘‘IMO’’) regulations under the International Convention for the Prevention of Pollution from Ships (the ‘‘MARPOL Regulations’’) and the International Convention for the Control and Management of Ships Ballast Water and Sediments (Ballast Water Management Convention), which includes requirements designed to minimize pollution by oil, sewage, garbage, air emissions and air emissions.the transfer of non-native/non-indigenous species. We have obtained the relevant international compliance certificates relating to oil, sewage, and air pollution prevention and ballast water for all of our ships.
The MARPOL Regulations impose global limitations on the sulfur content of fuel usedemissions emitted by ships operating worldwide to 3.5%. The MARPOL Regulations also establish special Emission Control Areas (‘‘ECAs’’) with stringent limitations on sulfur emissions, which will be further reduced to 0.5% beginning in these areas. As of February 2016, there are four established ECAs that restrict sulfur emissions: the Baltic Sea, the North Sea/English Channel, certain waters surrounding the North American coast, and the waters surrounding Puerto Rico and the U.S. Virgin Islands (the “Caribbean ECA”).

Since January 1, 2015, ships operating in these sulfur ECAs have been required to reduce their fuel sulfur content from 1.0% to 0.1%2020. This reduction did We do not expect this reduced limitation will have a significantmaterial impact onto our results of operations in 2015 largely due to a number of mitigating steps we have taken over the last several years, including equipping all of our new ships delivered during or after 2014 with advanced emissions purification ("AEP") systems covering all engines and actively developing and testing AEP systems on the majority of our existingremaining fleet.
The MARPOL Regulations also establish special Emission Control Areas (‘‘ECAs’’) with stringent limitations on sulfur emissions in these areas. There are four established ECAs that restrict sulfur emissions: the Baltic Sea, the North Sea/English Channel, certain waters surrounding the North American coast, and the waters surrounding Puerto Rico and the U.S. Virgin Islands (the “Caribbean ECA”). Ships operating in these sulfur ECAs have been required to reduce their emissions sulfur content from 1.0% to 0.1%. This reduction has not had a significant impact on our results of operations to date due to the mitigating steps described above.
We currently havecontinue to implement our AEP system strategy both for our ships on order and for the majority of the ships on our fleet. As our new ships are delivered, they will provide us with additional operational and deployment flexibility. From 2014 to 2017, we had in place exemptions for 19 of our ships which applyapplied while they arewere sailing in the North American and Caribbean ECAs and for 2 of our ships that apply while they are sailing in the Baltic and North Sea/English Channel ECA’s.ECAs. These exemptions have delayed the requirement to comply with the additional sulfur content reduction pending our continued development and deployment of AEP systems on these ships.

We continue to implement our AEP system strategy both for our By the end of 2018, we completed installations on all ships on order and for our existing fleet. As our new ships are delivered, they will provide us with additional operational and deployment flexibility. In addition, wecovered by the exemptions. We believe that the learning from our existing endeavors as well as our further efforts with regards to this technology will allow us to executecontinue an effective AEP system retrofit strategy for our fleet. As a result, we believe the cost of complying with the 2015 ECA sulfur emission requirement will not be significant to our results of operations in 2016 and the years following.

By January 1, 2020, the MARPOL regulations will require the worldwide limitations on sulfur content of fuel to be reduced from 3.5% to 0.5%. While this deadline may be extended under certain circumstances and/or in certain regions, if such a reduced limitation is implemented worldwide or in areas in which a substantial number of our ships operate and we have not been able to successfully mitigate the impact with evolving technical solutions, our fuel costs could increase significantly.

All new ships that began construction after January 1, 2016 will beare required to meet more stringent nitrogen oxide emission limits when operating within the North American and U.S. Caribbean Sea ECA. We have beencomply with these rules

for those relevant ships in the processservice. All of evaluating a number of technological alternatives over the last several years to address these new requirements and believe that we will be ableour ships under construction are being built to comply with these limits withoutrules. These rules have not had and are not expected to have a significant impact to our operations or fuel costs.

We have also taken a number of other steps to improve the overall fuel efficiency of our fleet, including our new ships on order, and, accordingly, reduce our fuel costs. We continue to work to improve the efficiency of our existing fleet, including improvements in operations and voyage planning as well as improvements to the propulsion, machinery, HVAC and lighting systems. The overall impact of these efforts has resulted in a 21.4% improvement in energy efficiency from 2005 through 2014 and we believe that our energy consumption per guest is currently the lowest in the cruise industry.


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In July 2011, new MARPOL Regulations introduced mandatory measures to reduce greenhouse gas emissions. These include the utilization of an energy efficiency design index (EEDI) for new ships as well as the establishment of an energy efficient management plan for all ships. The EEDI is a performance-based mechanism that requires a minimum energy efficiency in new ships. These regulations apply to new vessels ordered after January 1, 2013. Compliance with these regulations has not had nor do we expect it to have a material effect on our operating costs.

Effective July 1, 2015, the European Commission adopted legislation that will requirerequires cruise ship operators with ships visiting ports in the European Union to monitor and report on the ship’s annual carbon dioxide emissions starting in 2018. Compliance with this regulation did not have a material impact to our costs or results of operations in 2018. Additionally, in 2019, the IMO's monitoring and reporting system (IMO data and collection system), which is applicable to all ship itineraries, will enter into force. While we do not expect compliance with this regulationeither of these regulations to materially impact our costs or results of operations, the adopting legislation presentslegislations both present the new monitoring and reporting requirements as the first step of a staged approach, which could ultimately result in additional costs or charges associated with carbon dioxide emissions.

Labor Regulations

The International Labour Organization, an agency of the United Nations that develops worldwide employment standards, has adopted a new Consolidated Maritime LabourIMO Ballast Water Management Convention, (the “Convention”) which became effective in August 2013. The Convention reflects a broad range of standards and conditions governing all aspects of crew management for ships in international commerce, including additional requirements not previouslycame in effect relatingin 2017, requires ships that carry and discharge ballast water to meet specific discharge standards by installing Ballast Water Treatment Systems within the health, safety, repatriation, entitlementsnext five years. Compliance with this regulation has not had a material effect on our results of operations and status of crew members and crew recruitment practices. Each of our ships required to be certified under the Convention, has received its certification compliance. We have not incurred andwe do not expect to incur material costs related to ongoingthe continuing compliance with this regulation to have a material effect on our results of operations.
Refer to Item 1A. Risk Factors - "Environmental, labor, health and safety, financial responsibility and other maritime regulations could affect operations and increase costs" for further discussion of the Convention.risks associated with the regulations discussed above.
Consumer Financial Responsibility Regulations

We are required to obtain certificates from the United States Federal Maritime Commission relating to our ability to satisfy liability in cases of non-performance of obligations to guests, as well as casualty and personal injury. As a condition to obtaining the required certificates, we generally arrange through our insurers for the provision of surety for two of our ship-operating companies. The required surety amount is currently $30.0 million per operator and is subject to additional consumer price index based adjustments.
We are also required by the United Kingdom, Norway, Finland and the Baltics to establish our financial responsibility for any liability resulting from the non-performance of our obligations to guests from these jurisdictions. In the United Kingdom we are currently required by the Association of British Travel Agents to provide performance bonds totaling approximately £35.1 million. In addition, in 2015 we were required by the Civil Aviation Authority to provide performance bonds totaling approximately £11.9£74 million. The Norwegian Travel Guarantee Fund requires us to maintain performance bonds in varying amounts during the course of the year to cover our financial responsibility in Norway, Finland and the Baltics. These amounts ranged from NOK 3044 million to NOK 105116 million during 2015.2018.
Certain other jurisdictions also require that we establish financial responsibility to our guests resulting from the non-performance of our obligations; however, the related amounts do not have a material effect on our costs.
Regulations Regarding Protection of Disabled Persons

In June 2013, the U.S. Architectural and Transportation Barriers Compliance Board proposed guidelines for the construction and alteration of passenger vessels to ensure that the vessels are readily accessible to and usable by passengers with disabilities. Once finalized, these guidelines will be used by the U.S. Department of Transportation and U.S. Department of Justice to implement mandatory and enforceable standards for passenger vessels covered by the Americans with Disabilities Act. While we believe our vessels have been designed and outfitted to meet the needs of our guests with disabilities, we cannot at this time accurately predict whether we will be required to make material modifications or incur significant additional expenses given the preliminary status of the proposed guidelines.
Taxation of the Company


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The following is a summary of our principal taxes, exemptions and special regimes. In addition to or instead of income taxation, virtually all jurisdictions where our ships call impose some tax or fee, or both, based on guest headcount, tonnage or some other measure. We also collect and remit value added tax (VAT) or sales tax in many jurisdictions where we operate.
Our consolidated operations are primarily foreign corporations engaged in the owning and operating of passenger cruise ships in international transportation.
U.S. Income Taxation

The following is a discussion of the application of the U.S. federal and state income tax laws to us and is based on the current provisions of the U.S. Internal Revenue Code, Treasury Department regulations, administrative rulings, court decisions and the relevant state tax laws, regulations, rulings and court decisions of the states where we have business operations. All of the foregoing is subject to change, and any such change could affect the accuracy of this discussion.

Application of Section 883 of the Internal Revenue Code

We, and Celebrity Cruises, Inc. and Silversea Cruises Ltd. are engaged in a trade or business in the United States, and many of our ship-owning subsidiaries, depending upon the itineraries of their ships, receive income from sources within the United States. Additionally, our United Kingdom tonnage tax company is a ship-operating company classified as a disregarded entity for U.S. federal income tax purposes that may earn U.S. source income. Under Section 883 of the Internal Revenue Code, certain foreign corporations may exclude from gross income (and effectively from branch profits tax as such earnings do not give rise to effectively connected earnings and profits) U.S. source income derived from or incidental to the international operation of a ship or ships, including income from the leasing of such ships.
A foreign corporation will qualify for the benefits of Section 883 if, in relevant part: (1) the foreign country in which the foreign corporation is organized grants an equivalent exemption to corporations organized in the United States; and (2) the stock of the corporation (or the direct or indirect corporate parent thereof) is “primarily and regularly traded on an established securities market” in the United States or another qualifying country such as Norway.States. In the opinion of our United StatesU.S. tax counsel, Drinker Biddle & Reath LLP, based on the representations and assumptions set forth in that opinion, we, Celebrity Cruises Inc., and our ship-owning subsidiaries with U.S. source shipping income qualify for the benefits of Section 883 because we and each of those subsidiaries are incorporated in Liberia, which is a qualifying country, and our common stock is primarily and regularly traded on an established securities market in the United States or Norway (i.e., we are a "publicly traded" corporation). In addition, in the opinion of Drinker Biddle and Reath LLP, based on the representations and assumptions set forth in that opinion, Silversea Cruises Ltd. and its ship-owning subsidiaries with U.S. source shipping income qualify for the benefits of Section 883 because Silversea Cruises Ltd. and each of those subsidiaries is incorporated in Bahamas, which is a qualifying country, and more than 50% of Silversea Cruises Ltd.’s shares were indirectly owned (through a number of intermediary non U.S. companies) by a qualifying individual, and such individual and intermediary entities have complied with the relevant document requirements. If, in the future, (1) Liberia or Bahamas no longer qualifiesqualify as an equivalent exemption jurisdiction,jurisdictions, and we do not reincorporate in a jurisdiction that does qualify for the exemption, or (2) we fail to qualify as a publicly traded corporation, we and all of our ship-owning or operating subsidiaries that rely on Section 883 to exclude qualifying income from gross income would be subject to U.S. federal income tax on their U.S. source shipping income and income from activities incidental thereto.
We believe that most of our income and the income of our ship-owning subsidiaries, including our U.K. tonnage tax company which is considered a division for U.S. tax purposes, is derived from or incidental to the international operation of a ship or ships and, therefore, is exempt from taxation under Section 883.
Regulations under Section 883 list activities that are not considered by the Internal Revenue Service to be incidental to the international operation of ships including the sale of air and land transportation, shore excursions and pre- and post-cruise tours. Our income from these activities that is earned from sources within the United States will be subject to U.S. taxation.
Taxation in the Absence of an Exemption Under Section 883

If we, the operator of our vessels, Celebrity Cruises Inc., Silversea Cruises Ltd., or our ship-owning subsidiaries were to fail to meet the requirements of Section 883 of the Internal Revenue Code, or if the provision was repealed, then, as explained below, such companies would be subject to United StatesU.S. income taxation on a portion of their income derived from

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or incidental to the international operation of our ships.
Because we, and Celebrity Cruises Inc. and Silversea Cruises Ltd. conduct a trade or business in the U.S.,United States, we, and Celebrity Cruises Inc. and Silversea Cruises Ltd. would be taxable at regular corporate rates on our separate company taxable income (i.e., without regard to the income of our ship-owning subsidiaries) on income which is effectively connected with our U.S. trade or business (generally only income from U.S. sources). In addition, if any of our earnings and profits effectively connected with our U.S. trade or business were withdrawn, or were deemed to have been withdrawn, from our U.S. trade or business, those withdrawn amounts would be subject to a “branch profits” tax at the rate of 30%. We, and Celebrity Cruises Inc. and Silversea Cruises Ltd. would also be potentially subject to tax on portions of certain interest paid by us at rates of up to 30%.
If Section 883 were not available to our ship-owning subsidiaries, each such subsidiary would be subject to a

special 4% tax on its U.S. source gross transportation income, if any, each year because it does not have a fixed place of business in the United States and its income is derived from the leasing of a ship.
Other United States Taxation
We, and Celebrity Cruises Inc. and Silversea Cruises Ltd. earn United StatesU.S. source income from activities not considered incidental to international shipping. The tax on such income is not material to our results of operation for all years presented.
State Taxation

We, Celebrity Cruises Inc., Silversea Cruises Ltd. and certain of our subsidiaries are subject to various U.S. state income taxes which are generally imposed on each state’s portion of the United StatesU.S. source income subject to federal income taxes. Additionally, the state of Alaska subjects an allocated portion of the total income of companies doing business in Alaska and certain other affiliated companies to Alaska corporate state income taxes and also imposes a 33% tax on adjusted gross income from onboard gambling activities conducted in Alaska waters. This did not have a material impact to our results of operations for all years presented.
2017 Tax Cuts and Jobs Act
On December 22, 2017, the Tax Cuts and Jobs Act was signed into law. Among other things, the new legislation reduced the federal corporate income tax rate to 21% from 35%, resulting in an immaterial benefit in 2017 related to the reduction of our U.S. deferred tax liability. Although there are a number of provisions which apply to us, there was no material impact to our overall tax expense as a result of the legislation.  
Maltese and Spanish Income TaxTaxation

OurEffective July 31, 2016, we sold 51% of our interest in Pullmantur ship owner-operator subsidiaries, which includeHoldings S.L. ("Pullmantur Holdings"), the owner-operator of CDF Croisières de France’s ship, qualify as licensed shipping organizations in Malta. No Maltese income tax is charged on the income derived from shipping activities of a licensed shipping organization. Instead, a licensed shipping organization is liable to pay a tax based on the net tonnageparent company of the ship or ships registeredPullmantur brand. We account for our retained investment under the relevant provisionsequity method of the Merchant Shipping Act. A company qualifiesaccounting. There was no tax impact to us as a shipping organization if it engages in qualifying activities and it obtains a license from the Registrar-Generalresult of this sale transaction. The surviving Pullmantur company continues to enable it to carry on such activities. Qualifying activities include, but are not limitedbe subject to the ownership, operation (under charter or otherwise), administrationtax laws of Spain and managementMalta, among others.
Under the sale agreement, we remain responsible for pre-sale tax matters with respect to years that are still open under the statute of a ship or ships registered as a Maltese ship in terms of the Merchant Shipping Act and the carrying on of all ancillary financial, security and commercial activities in connection therewith.
Our Maltese operations that do not qualify as licensed shipping organizations, which are not considered significant, remain subject to normal Maltese corporate income tax.
Pullmantur has sales and marketing functions. These activities are subject to Spanish taxation. The tax from these operations is not considered significant to our operations.limitations.
United Kingdom Income TaxTaxation

We operate fourteenDuring the year ended December 31, 2018, we operated 16 ships under companies which have elected to be subject to the United Kingdom tonnage tax regime (“U.K. tonnage tax”).
Companies subject to U.K. tonnage tax pay a corporate tax on a notional profit determined with reference to the net tonnage of qualifying vessels. The requirements for a company to qualify for the U.K. tonnage tax regime include being subject to United KingdomU.K. corporate income tax, operating qualifying ships, which are strategically and

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commercially managed in the United Kingdom, and fulfilling a seafarer training requirement.
Failure to meet any of these requirements could cause us to lose the benefit of the tonnage tax regime which will have a material effect on our results of operations.
Relevant shipping profits include income from the operation of qualifying ships and from shipping related activities. Our U.K. income from non-shipping activities which do not qualify under the U.K. tonnage tax regime and which are not considered significant, remain subject to United Kingdomregular U.K. corporate income tax.
Brazilian Income TaxTaxation
Previously, Pullmantur and our U.K. tonnage tax company charterschartered certain ships to Brazilian subsidiary companies for operations in Brazil from NovemberBrazil. Both Pullmantur and Royal Caribbean International ceased charters to May. Some of theseBrazilian subsidiary companies in January 2016 and March 2016, respectively. While Brazilian charters are with unrelated third parties and others are with atook place, the Brazilian subsidiary. The Brazilian subsidiary’ssubsidiaries' earnings arewere subject to Brazilian taxation which iswas not considered significant. The charter payments made to the U.K. tonnage tax company and to Pullmantur arewere exempt from Brazilian income tax under current Brazilian

domestic law. Additionally, some remittances of revenue from sales of certain cruises in the Brazilian market benefited from an exemption from withholding taxes that expired at the end of 2015, which will result in increased taxation for our Brazilian operations.are subject to taxation.
Chinese Taxation
Our U.K. tonnage tax company operates ships in international transportation in China. The income earned from this operation is exempt from taxation in China under the U.K./China double tax treaty and other circulars addressing indirect taxes. Changes to or failure to qualify for the treaty or circular could cause us to lose the benefits provided which would have a material impact on our results of operations. Our Chinese income from non-shipping activities or from shipping activities not qualifying for treaty or circular protection and which are considered insignificant, remain subject to Chinese taxation.
Other Taxation
We and certain of our subsidiaries are subject to value-added and other indirect taxes most of which are reclaimable, zero-rated or exempt. Changes in the application or interpretation of applicable indirect tax laws or changes in tax legislation could have a material impact on our results of operations.
Website Access to Reports

We make available, free of charge, access to our Annual Reports, all quarterly and current reports and all amendments to those reports, as soon as reasonably practicable after such reports are electronically filed with or furnished to the Securities and Exchange Commission through our website at www.rclinvestor.comwww.rclcorporate.com. The information contained on our website is not a part of any of these reports and is not incorporated by reference herein.

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Executive Officers of the Company
As of February 22, 2016,2019, our executive officers are:
NameAge Position
Richard D. Fain6871 Chairman, Chief Executive Officer and Director
Adam M. GoldsteinJason T. Liberty5643 Executive Vice President, and Chief OperatingFinancial Officer
Michael W. Bayley5760 President and Chief Executive Officer, Royal Caribbean International
Lisa Lutoff-Perlo5861 President and Chief Executive Officer, Celebrity Cruises
Lawrence Pimentel6467 President and Chief Executive Officer, Azamara Club Cruises
Jorge Vilches42President and Chief Executive Officer, Pullmantur
Jason T. Liberty40Chief Financial Officer
Harri U. Kulovaara6366 Executive Vice President, Maritime
Bradley H. Stein6063 Senior Vice President, General Counsel, Chief Compliance Officer
Henry L. Pujol4851 Senior Vice President, Chief Accounting Officer

Richard D. Fain has served as a director since 19791981 and as our Chairman and Chief Executive Officer since 1988. Mr. Fain is a recognized industry leader, having participated in shipping for almostover 40 years and having held a number of prominent industry positions, such as Chairman of the Cruise Lines International Association (CLIA), the largest cruise industry trade association. He currently serves as Chairman-ElectChairman of the University of Miami Board of Trustees as well as serving on the National Board of the Posse Foundation. He is also former chairman of the Miami Business Forum, the Greater Miami Convention and Visitors Bureau, and the United Way of Miami-Dade.
Adam M. GoldsteinJason T. Liberty has been employed by the Company since 2005 and has served as Chief Financial Officer since May 2013. From May 2013 to February 2017, he served as Senior Vice President and Chief OperatingFinancial Officer, since April 2014.and from February 2017 to May 2018, Mr. Liberty served as Executive Vice President and Chief Financial Officer, in each case overseeing the Company’s Treasury, Accounting, Corporate, Strategic and Revenue Planning, Corporate Development, Deployment, Internal Audit and Investor Relations functions. Since May 2018, in addition to the above functions, he has also overseen the Company’s Information Technology, Supply Chain, Risk Management, Legal and Port Operations functions. Prior to his role as Chief Financial Officer, Mr. Liberty served as Senior Vice President, Strategy and Finance from September 2012 through May 2013, overseeing the Company’s Corporate and Strategic Planning, Treasury, Investor Relations and Deployment functions. Prior to this, heMr. Liberty served, from 2010 through 2012, as Vice President of Corporate and Revenue Planning and, from 2008 to 2010, as Vice President of Corporate and Strategic Planning. Before joining Royal Caribbean, International since February 2005 and as its President and Chief Executive Officer since September 2007. Mr. Goldstein has been employed with Royal Caribbean since 1988 inLiberty was a varietySenior Manager at the international public accounting firm of positions, including Executive Vice President, Brand Operations of Royal Caribbean International, Senior Vice President, Total Guest Satisfaction and Senior Vice President, Marketing. Mr. Goldstein served as National Chair of the United States Travel Association (formerly, Travel Industry Association of America) in 2001. In November 2014, the Board of Directors of CLIA elected Mr. Goldstein to serve a two-year term as Chairman of CLIA beginning January 1, 2015.KPMG LLP.
Michael W. Bayley has served as President and Chief Executive Officer of Royal Caribbean International since December 2014. Prior to this, he served as President and Chief Executive Officer of Celebrity Cruises since August 2012. Mr. Bayley has been employed by Royal Caribbean for over 30 years, having started as an Assistant Purser onboard one of the Company’s ships. He has served in a number of roles including as Executive Vice President, Operations from February 2012 until August 2012. Other positions Mr. Bayley has held include Executive Vice President, International from May 2010 until February 2012; Senior Vice President, International from December 2007 to May 2010; Senior Vice President, Hotel Operations for Royal Caribbean International; and Chairman and Managing Director of Island Cruises.
Lisa Lutoff-Perlo has served as President and Chief Executive Officer of Celebrity Cruises since December 2014. Prior to this, she served as Executive Vice President, Operations for Royal Caribbean International sincefrom September 2012.2012 to December 2014, where she was responsible for all of Royal Caribbean International's hotel, marine and port operations. Ms. Lutoff-Perlo has been employed with the Company since 1985 in a variety of positions within both Celebrity Cruises and Royal Caribbean International.  She started at Royal Caribbean International as District Sales Manager for New England and from August 2008 to August 2012 she was responsible for Celebrity Cruises’ entire hotel operation. In her role as Executive Vice President of Operations, Ms. Lutoff-Perlo was responsible for all of Royal Caribbean International's hotel, marine and port operations.

Lawrence Pimentel has served as President and Chief Executive Officer of Azamara Club Cruises since July 2009. From 2001 until January 2009, Mr. Pimentel was President, Chief Executive Officer, Director and co-owner of SeaDream Yacht Club, a privately held luxury cruise line located in Miami, Florida with two yacht-style ships that sailed primarily in the Caribbean and Mediterranean. From April 1991 to February 2001, Mr. Pimentel was President

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and Chief Executive Officer of Carnival Corp.’s Seabourn Cruise Line and from May 1998 to February 2001, he was President and Chief Executive Officer of Carnival Corp.’s Cunard Line.
Jorge Vilches has served as President and Chief Executive Officer of Pullmantur since July 2014. Mr. Vilches has spent the past 10 years in the travel industry, holding various positions with LATAM Airlines Group S.A., one of the largest airline groups in the world whose shares are traded in Santiago. Most recently, from 2012 to May 2014, he served as Chief Executive Officer of LATAM's long haul business unit, the group's biggest division in terms of capacity and revenue, and, prior to that, as CEO of LAN Peru from 2007 to 2012.
Jason T. Liberty has been employed by the Company since 2005 and has served as Chief Financial Officer since May 2013. Mr. Liberty previously served as Senior Vice President, Strategy and Finance from September 2012 through May 2013, overseeing the Company’s Corporate and Strategic Planning, Treasury, Investor Relations and Deployment functions. Prior to this, Mr. Liberty served, from 2010 through 2012, as Vice President of Corporate and Revenue Planning and, from 2008 to 2010, as Vice President of Corporate and Strategic Planning. Before joining Royal Caribbean, Mr. Liberty was a Senior Manager at the international public accounting firm of KPMG LLP.
Harri U. Kulovaara has served as Executive Vice President, Maritime since January 2005. Mr. Kulovaara is responsible for fleet design and newbuild operations. Mr. Kulovaara also chairs our Maritime Safety Advisory Board. Mr. Kulovaara has been employed with Royal Caribbean since 1995 in a variety of positions, including Senior Vice President, Marine Operations, and Senior Vice President, Quality Assurance. Mr. Kulovaara is a naval architect and engineer.
Bradley H. Stein has served as General Counsel and Corporate Secretary of the Company since 2006. He has also served as Senior Vice President and Chief Compliance Officer of the Company since February 2009 and February 2011, respectively. Mr. Stein has been with Royal Caribbean since 1992. Before joining Royal Caribbean, Mr. Stein worked in private practice in New York and Miami.
Henry L. Pujol has served as Senior Vice President, Chief Accounting Officer of the Company since May 2013. Mr. Pujol originally joined Royal Caribbean in 2004 as Assistant Controller and was promoted to Corporate Controller in May 2007. Before joining Royal Caribbean, Mr. Pujol was a Senior Manager at the international public accounting firm of KPMG LLP.

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Item 1A. Risk Factors
The risk factors set forth below and elsewhere in this Annual Report on Form 10-K are important factors that could cause actual results to differ from expected or historical results. It is not possible to predict or identify all such risks. The risks described below are only those known risks relating to our operations and financial condition that we consider material. There may be additional risks that we consider not to be material, or which are not known, and any of these risks could have the effects set forth below. The ordering of the risk factors set forth below is not intended to reflect any Company indication of priority or likelihood. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for a cautionary note regarding forward-looking statements.
Adverse worldwide economic geopolitical or other conditions could reduce the demand for cruises and passenger spending, adversely impacting our operating results, cash flows and financial condition including potentially impairing the value of our ships and other assets.
The demand for cruises is affected by international, national and local economic and geopolitical conditions. Weak or uncertain economic conditions impact consumer confidence and pose a risk as vacationers may postpone or reduce discretionary spending. This, in turn, may result in cruise booking slowdowns, decreased cruise prices and lower onboard revenues for us and for others in the cruise industry, as experienced in the most recent financial crisis.revenues. Given the global nature of our business, we are exposed to many different economies. As a result, gains from favorable economic conditions in certain ofeconomies and our markets maybusiness could be offsethurt by challenging conditions in otherany of our markets. For example, recent weakness in the economies of Latin America has adversely impacted the Pullmantur brand and our results of operations, partially mitigating positive economic conditions in other key markets. Any significant deterioration of global,international, national or local economic conditions could result in a prolonged period of booking slowdowns, depressed cruise prices and reduced onboard revenues.
Demand for our cruises is also influenced by geopolitical events. Unfavorable conditions, such as cross-border conflicts, civil unrest and governmental changes, especially in regions with popular ports of call, can undermine consumer demand and/or pricing for itineraries featuring these ports.
Significant or prolonged unrest and economic instability could materially adversely impact our operating results, cash flows and financial condition including potentially impairing the value of our ships and other assets.
Fears of terrorist and pirate attacks, war, and other hostilities and the spread of contagious diseases could have a negative impact on our results of operations.
Events such as terrorist and pirate attacks, war (or war-like conditions), conflicts (domestic or cross-border), civil unrest and other hostilities, including the continuedan escalation of tensions in the Middle East and recent global terrorismfrequency or severity of incidents, and the resulting political instability, travel restrictions and advisories, the spread of contagious diseases, such as the Zika virus, and concerns over safety health and security aspects of traveling or the fear of any of the foregoing have had, and could have in the future, a significant adverse impact on demand and pricing in the travel and vacation industry. In view of our global operations, we are susceptible to a widerwide range of adverse events. These events could also result in additional security measures taken by local authorities which may potentially impact access to ports and/or destinations.
Our operating costs could increase due to market forces and economic or geo-political factors beyond our control.
Our operating costs, including fuel, food, payroll and benefits, airfare, taxes, insurance and security costs, are all subject to increases due to market forces and economic or politicalgeo-political conditions or other factors beyond our control. Increases in these operating costs could adversely affect our profitability.
Fluctuations in foreign currency exchange rates, fuel costsprices and interest rates could affect our financial results.
We are exposed to market risk attributable to changes in foreign currency exchange rates, fuel prices and changes in interest rates. High levels of volatility with respect toSignificant changes in any of the foregoing could have a material impact on our financial results, net of the impact of our hedging activities and other natural offsets. Our operating results have been and will continue to be impacted, often significantly, by changes in each of these factors. For example, in 2015, the strengthening of the US dollar had a material negative impact on theThe value of our earnings in foreign currencies.currencies is adversely impacted by a strong United States dollar. In

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addition, while interest rates have been near historical lows for several years, there are indications that prevailing rates may increase in 2016. As a substantial portion of our indebtedness accrues interest at a variable rate, any significant increase in rates would adversely impact our operating results. Similarly, any significant increase in fuel prices could materially and adversely affect our business as fuel prices not only impact our fuel costs, but also some of our other expenses, such as crew travel, freight and commodity prices. Also, a significant increase in interest rates could materially impact the cost of our floating rate debt. Furthermore, regulatory changes, such as the announcement of the United Kingdom’s Financial Conduct Authority to phase out LIBOR by the end of 2021, may adversely affect our portfolio of floating-rate debt and interest rate derivatives. If LIBOR ceases to exist, we may need to renegotiate any credit agreements or interest rate derivatives agreements extending beyond 2021 that utilize LIBOR as a factor in determining the interest rate or hedge rate, which currently are near historical lows, wouldcould adversely impact our resultscost of operations. debt.
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” for more information.
Conducting business globally may result in increased costs and other risks.
We operate our business globally. Operating internationally exposes us to a number of risks, including increased exposure to a wider range of regional and local economic conditions, volatile local political conditions, potential

changes in duties and taxes, including changing and/or uncertain interpretations of existing tax laws and regulations, required compliance with additional laws and policies affecting cruising, vacation or maritime businesses or governing the operations of foreign-based companies, currency fluctuations, interest rate movements, difficulties in operating under local business environments, port quality and availability in certain regions, U.S. and global anti-bribery laws or regulations, imposition of trade barriers and restrictions on repatriation of earnings. We have recently expanded
Our future growth strategies increasingly depend on the growth and sustained profitability of certain international markets, such as China. Some factors that will be critical to our presencesuccess in Chinadeveloping these markets may be different than those affecting our more-established North American and accordingly,European markets. In the Chinese market, in particular, our exposurefuture success depends on our ability to continue to raise awareness of our products, evolve the risks of doing business inavailable distribution channels and adapt our offerings to best suit the country.Chinese consumer. China’s economy differs from the economies of other developed countries in many respects and, as the legal and regulatory system in China continues to evolve, there may be greater uncertainty as to the interpretation and enforcement of applicable laws and regulations. In March 2017, China's National Tourism Administration issued a directive to travel agents to halt sales of holiday packages to South Korea. This travel restriction has had a direct impact on our related itineraries impacting the overall performance of our China business. It is uncertain what the ultimate scope and duration of this restriction will be, but to the extent that this or similar sanctions affecting regional travel and/or tourism continues or are put in place, it may impact local demand, available cruise itineraries and the overall financial performance of the China market.
Operating globally also exposes us to numerous and sometimes conflicting legal, regulatory and tax requirements. In many parts of the world, including countries in which we operate, practices in the local business communities might not conform to international business standards. We must adhere to policies designed to promote legal and regulatory compliance as well as applicable laws and regulations. However, we might not be successful in ensuring that our employees, agents, representatives and other third parties with whom we associate throughout the world properly adhere to them. Failure by us, our employees or any of these third parties to adhere to our policies or applicable laws or regulations could result in penalties, sanctions, damage to our reputation and related costs which in turn could negatively affect our results of operations and cash flows.
We have operations in and source passengers from the United Kingdom and other member countries of the European Union. In March 2017, the United Kingdom notified the European Council of its intent to withdraw from the European Union. Since the initial referendum in June 2016, the expected withdrawal has resulted in increased volatility in the global financial markets and, in particular, in global currency exchange rates. The expected withdrawal could potentially adversely affect tax, legal and regulatory regimes to which our business in the region is subject. The expected withdrawal could also, among other potential outcomes, disrupt the free movement of goods, services and people between the United Kingdom and the European Union. Further, as the expected withdrawal approaches, continued uncertainty around these issues could lead to adverse effects on the economy of the United Kingdom, including the value of the British Pound, and the other economies in which we operate, making it more difficult to source passengers from these regions. These risks may be exacerbated if a structured withdrawal agreement is not ratified before the March 29, 2019 deadline, and/or if voters of other countries within the European Union similarly elect to exit the European Union in future referendums.
As a global operator, our business may be also impacted by changes in U.S. policy or priorities in areas such as trade, immigration and/or environmental or labor regulations, among others. Depending on the nature and scope of any such changes, they could impact our domestic and international business operations. Any such changes, and any international response to them, could potentially introduce new barriers to passenger or crew travel and/or cross border transactions, impact our guest experience and/or increase our operating costs. For example, we are currently monitoring developments in Venezuela as well as the U.S. government's recent comments regarding its policy towards Cuba and its impact to our business. A significant shift in U.S. policy towards Cuba, including the administration’s possible taking action to limit the ability of companies like us to continue to conduct business in Cuba, and/or a significant deterioration in the Cuban economy could impact our Cuban itineraries and associated ticket and tour revenues.  
In addition, the administration has stated it is reviewing whether to continue to suspend the right of private parties to bring litigation under the Helms-Burton Act against companies making unauthorized use of property confiscated by the Cuban government. If such suspension is lifted, monetary and other claims may be brought against us and other companies doing business in Cuba.  Although we believe we have meritorious defenses to any such claims, it is possible that such claims could lead to an adverse impact on our business.

If we are unable to address these risks adequately, our financial position and results of operations could be adversely affected, including potentially impairing the value of our ships and other assets.
Price increases for commercial airline service for our guests or major changes or reduction in commercial airline service and/or availability could adversely impact the demand for cruises and undermine our ability to provide reasonably priced vacation packages to our guests.
Many of our guests depend on scheduled commercial airline services to transport them to or from the ports where our cruises embark or disembark. Increases in the price of airfare would increase the overall price of the cruise vacation to our guests, which may adversely impact demand for our cruises. In addition, changes in the availability of commercial airline services could adversely affect our guests’ ability to obtain airfare, as well as our ability to fly our guests to or from our cruise ships, which could adversely affect our results of operations.
Incidents or adverse publicity concerning our ships, port facilities, land destinations and/or passengers or the cruise vacation industry in general, unusual weather conditions and other natural disasters or disruptions could affect our reputation as well as impact our sales and results of operations.
The ownership and/or operation of cruise ships, airplanes, land tours,private destinations, port facilities and shore excursions involves the risk of accidents, illnesses, mechanical failures, environmental incidents and other incidents which may bring into question safety, health, security and vacation satisfaction which could negatively impact our reputation. Incidents involving cruise ships, and, in particular the safety, health and security of guests and crew and media coverage thereof have impacted and could in the future impact demand for our cruises and pricing in the industry. Our reputation and our business could also be damaged by negative publicity regarding the cruise industry in general, including publicity regarding the spread of contagious disease and the potentially adverse environmental impacts of cruising. The considerable expansion in the use of social media and digital marketing over recent years has compounded the potential scope of any negative publicity. If any such incident or news cycle occurs during a time of high seasonal demand, the effect could disproportionately impact our

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results of operations for the year. In addition, incidents involving cruise ships may result in additional costs to our business, increasing government or other regulatory oversight and, in the case of incidents involving our ships, potential litigation.
Our cruise ships, and port facilities and land destinations may also be adversely impacted by unusual weather patterns or natural disasters or disruptions, such as hurricanes. We are often forced to alter itineraries and occasionally to cancel a cruise or a series of cruises or to redeploy our ships due to these or other factors,types of events, which could have an adverse effect on our sales and profitability.profitability in the current and future periods. Increases in the frequency, severity or duration of severe weather events, including from changes in the globalthose related to climate change, could exacerbate thetheir impact and cause further disruption to our operations.operations or make certain destinations less desirable. In addition, these and any other events which impact the travel industry more generally may negatively impact our ability to deliver guests or crew to our cruises and/or interrupt our ability to obtain services and goods from key vendors in our supply chain. Any of the foregoing could have an adverse impact on our results of operations and on industry performance.
An increase in capacity worldwide or excess capacity in a particular market could adversely impact our cruise sales and/or pricing.
Although our ships can be redeployed, cruise sales and/or pricing may be impacted both by the introduction of new ships into the marketplace, reductions in cruise capacity, overall market growth and by deployment decisions of ourselves and our competitors. AAs of December 31, 2018, a total of 4489 new ships with approximately 139,000198,000 berths are on order for delivery through 20202023 in the cruise industry. The further net growth in capacity from these new ships and future orders, without an increase in the cruise industry’s demand and/or share of the vacation market, could depress cruise prices and impede our ability to achieve yield improvement.
In addition, to the extent that we or our competitors deploy ships to a particular itinerary and the resulting capacity in that region exceeds the demand, we may lower pricing and profitability may be lower than anticipated. This risk may be amplifiedexists in emerging cruise markets, such as China, where we expect a significant increasecapacity has grown rapidly over the past few years and in mature markets where excess capacity over a relatively short time horizon.is typically redeployed. Any of the foregoing could have an adverse impact on our results of operations, cash flows and financial condition, including potentially impairing the value of our ships and other assets.


Unavailability of ports of call may adversely affect our results of operations.
We believe that port destinations are a major reason why guests choose to go on a particular cruise or on a cruise vacation. The availability of ports and destinations is affected by a number of factors, including existing capacity constraints, constraints related to the size of certain ships, security, environmental and health concerns, adverse weather conditions and natural disasters, financial limitations on port development, exclusivity arrangements that ports may have with our competitors, geopolitical developments, local governmental regulations and local community concerns about port development and other adverse impacts on their communities from additional tourists.tourists and overcrowding. In addition, fuel costs may adversely impact the destinations on certain of our itineraries.
Today certain ports and destinations are facing a surge of both cruise and non-cruise tourism which, in certain cases, has fueled anti-tourism sentiments and related countermeasures to limit the volume of tourists allowed in these destinations, including proposed limits on cruise ships and cruise passengers. In 2019, for example, the local government of Dubrovnik, Croatia will cap the number of cruise ships that can dock each day to two and the number of corresponding passengers to 5,000. Similar potential restrictions in ports and destinations such as Barcelona, Venice, Amsterdam and the Norwegian fjords could limit the itinerary and destination options we can offer our passengers going forward.
Any limitations on the availability or feasibility of our ports of call or on the availability of shore excursionexcursions and other service providers at such ports could adversely affect our results of operations.
Shipyard unavailability may adversely affect our ability to grow our business as plannedOur reliance on shipyards, their subcontractors and our results of operations.suppliers to implement our newbuild and ship upgrade programs and to repair and maintain our ships exposes us to risks which, if realized, could adversely impact our business.
We rely on shipyards, their subcontractors and our suppliers to effectively construct our new ships and to repair, maintain and upgrade our existing ships. ships on a timely basis and in a cost effective manner.
There are a limited number of shipyards with the capability and capacity to build our new ships and, accordingly, increasedships. Increased demand for available new construction slots and/or continued consolidation in the cruise shipyard industry could impact our ability toto: (1) construct new ships, when and as planned, (2) cause us to continue to commit to new ship orders earlier than we have historically done so and/or (3) result in stronger bargaining power on the part of the shipyards and thus higher pricesthe export credit agencies providing financing for our future ship orders.the project.  Our inability to timely and cost-effectively procure new capacity could have a significant negative impact on our future business plans and results of operations.
Building, repairing, maintaining and/or upgrading a ship is sophisticated work that involves significant risks. In addition, financial difficulties, liquidations or closures suffered by shipyardsthe prices of labor and/or various commodities that are used in the construction of ships can be subject to volatile price changes, including the impact of fluctuations in foreign exchange rates. Shipyards, their subcontractors and/or our suppliers may encounter financial, technical or design problems when doing these jobs.  If materialized, these problems could impact the timely delivery or costs of new ships or the ability of shipyards to repair and upgrade our fleet in accordance with our needs or expectations.  Delivery delays and canceled deliveries can adversely affect our results of operations, as can any constraints on our ability to build, repair and maintain our ships on a timely or cost effective basis.

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Ship construction, repair or upgradeIn addition, delays or mechanical faults may result in cancellation of cruises or, unscheduled drydocks and repairs and thus adversely affect our results of operations.
We depend on shipyards to construct, repair and upgrade our cruise ships on a timely basis and in good working order. The sophisticated nature of building amore severe situations, new ship involves risks. Delays in ship construction or upgrades or mechanical faults have in the past and may in the future result in delays or cancellation of cruisesorders, or necessitate unscheduled drydocks and repairs of ships. These events and any related adverse publicity could result in lost revenue, increased operating expenses, or both, and thus adversely affect our results of operations.
We may lose business to competitors throughout the vacation market.
We operate in the vacation market and cruising is one of many alternatives for people choosing a vacation. We therefore risk losing business not only to other cruise lines, but also to other vacation operators, which provide other leisure options, including hotels, resorts, internet-based alternative lodging sites and package holidays and tours.
We face significant competition from other cruise lines on the basis of cruise pricing, travel agent preference and also in terms of the nature of ships and services we offer to guests. Our principal competitors within the cruise vacation industry include Carnival Corporation & plc, which owns, among others, Aida Cruises, Carnival Cruise Line, Costa Cruises, Cunard Line, Holland America Line, P&O Cruises, Princess Cruises and Princess Cruises;Seabourn; Disney Cruise Line; MSC Cruises; and Norwegian Cruise Line Holdings Ltd, which owns Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises. Our revenues are sensitive to the actions of other cruise lines in many areas including pricing, scheduling, capacity and promotions, which can have a substantial adverse impact not only on our revenues, but on overall industry revenues.

In the event that we do not effectively market or differentiate our cruise brands from our competitors or otherwise compete effectively with other vacation alternatives and new or existing cruise companies, our results of operations and financial position could be adversely affected.
We may not be able to obtain sufficient financing or capital for our needs or may not be able to do so on terms that are acceptable or consistent with our expectations.
To fund our capital expenditures (including new ship orders), operations and scheduled debt payments, we have historically relied on a combination of cash flows provided by operations, drawdowns under available credit facilities, the incurrence of additional indebtedness and the sale of equity or debt securities in private or public securities markets. Any circumstance or event which leads to a decrease in consumer cruise spending, such as worsening global economic conditions or significant incidents impacting the cruise industry, could negatively affect our operating cash flows. See “-Adverse worldwide economic geopolitical or other conditions…” and “-Incidents or adverse publicity concerning our ships and/or passengers or the cruise vacation industry…” for more information.
Although we believe we can access sufficient liquidity to fund our operations, investments and obligations as expected, there can be no assurances to that effect. Our ability to access additional funding as and when needed, our ability to timely refinance and/or replace our outstanding debt securities and credit facilities on acceptable terms and our cost of funding will depend upon numerous factors including, but not limited to, the vibrancy of the financial markets, our financial performance, and the performance of our industry in general.general and the size, scope and timing of our financial needs. In addition, even where financing commitments have been secured, significant disruptions in the capital and credit markets could cause our banking and other counterparties to breach their contractual obligations to us. This could include failures of banks or other financial service companies to fund required borrowings under our loan agreements or to pay us amounts that may become due or return collateral that is refundable under our derivative contracts for hedging of fuel prices, interest rates and foreign currencies or other agreements. If any of the foregoing occurs it may have a negative impact on our cash flows, including our ability to meet our obligations, our results of operations and our financial condition.
Our inabilityliquidity could be adversely impacted if we are unable to satisfy the covenants required by our credit facilities could adversely impact our liquidity.facilities.
Our debt agreements contain covenants, including covenants restricting our and their ability to take certain actions and financial covenants. In addition, our ability to make borrowings under our available credit facilities is subject to the absence of material adverse changes in our business. Our ability to maintain our credit facilities may also be impacted

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by changes in our ownership base. More specifically, we may be required to prepay our shipbank financing facilities if (i) any person or entity other than A. Wilhelmsen AS. and Cruise Associates and their respective affiliates (the “Applicable Group”) acquires ownership of more than 33%50% of our common stock and the Applicable Group owns less of our common stock than such person or, (ii) subject to certain exceptions, during any 24-month period, a majority of the Boardour board of directors is no longer comprised of individuals who were members of the Boardour board of directors on the first day of such period.  Our otherpublic debt agreementssecurities also contain change of control provisions that would be triggered by thea third-party acquisition of greater than 50% of our common stock by (i) any person or (ii) in the case of our public debt securities, a person other than a member of the Applicable Group coupled with a ratings downgrade.
Our failureFailure to comply with the terms of ourthese debt facilities could result in an event of default. Generally, if an event of default under any debt agreement occurs, then pursuant to cross default acceleration clauses, our outstanding debt and derivative contract payables could become due and/or terminated. In addition, in such events, our credit card processors could hold back payments to create a reserve. We cannot provide assurances that we would have sufficient liquidity to repay, or the ability to refinance the borrowings under any of the credit facilities or settle other outstanding contractsdebt if such amounts were accelerated upon an event of default.
If we are unable to appropriately balance our cost management and capital allocation strategies with our goal of satisfying guest expectations, it may adversely impact our business success.
Our goals call for us to provide high quality products and deliver high quality services. There can be no assurance that we can successfully balance these goals with our cost management and capital allocation strategies. Our business also requires us to make capital allocation decisions, such as ordering new ships, and/or upgrading our ships,existing fleet, enhancing our technology and data capabilities, and expanding our portfolio of land-based assets, based on expected market preferences, competition and projected demand. There can be no assurance that our strategies will be successful, which could adversely impact our business, financial condition and results of operations. Investments in older tonnage, in particular, run the risk of not meeting expected returns and diluting related asset values.
Our attempts to expand our business into new markets and new ventures may not be successful.
We opportunistically seek to grow our business through, among other things, expansion into new destination or source markets and establishment of new ventures complementary to our current offerings. These attempts to expand

our business increase the complexity of our business, require significant levels of investment and can strain our management, personnel, operations and systems. There can be no assurance that these business expansion efforts will develop as anticipated or that we will succeed, and if we do not, we may be unable to recover our investment, which could adversely impact our business, financial condition and results of operations.
Our reliance on travel agencies to sell and market our cruises exposes us to certain risks which, if realized, could adversely impact our business.
We rely on travel agencies to generate the majority of bookings for our ships. Accordingly, we must ensure that our commission rates and incentive structures remain competitive. If we fail to offer competitive compensation packages, these agencies may be incentivized to sell cruises offered by our competitors to our detriment, which could adversely impact our operating results. Our reliance on third-party sellers is particularly pronounced in certain markets, such as China, where we have a large number of travel agent charter and group sales and less retail agency and direct booking. Refer to Cruise Pricing under Item 1. Business for further information on the China business model.bookings. In addition, the travel agent industry is sensitive to economic conditions that impact discretionary income.income of consumers. Significant disruptions, especially disruptions impacting those agencies that sell a high volume of our business, or contractions in the industry could reduce the number of travel agencies available for us to market and sell our cruises, which could have an adverse impact on our financial condition and results of operations.
Disruptions in our shoreside or shipboard operations or our information systems may adversely affect our results of operations.
Our principal executive office and principal shoreside operations are located at the Port of Miami,in Florida, and we have shoreside offices throughout the world. Actual or threatened natural disasters (e.g., hurricanes,hurricanes/typhoons, earthquakes, tornadoes, fires or floods) or similar events in these locations may have a material impact on our business continuity, reputation and results of operations. In addition, substantial or repeated information systemssystem failures, computer viruses

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or cyber-attacks impacting our shoreside or shipboard operations could adversely impact our business. We do not generally carry business interruption insurance for our shoreside or shipboard operations or our information systems. As such, any losses or damages incurred by us could have an adverse impact on our results of operations.
The loss of key personnel, our inability to recruit or retain qualified personnel, or disruptions among our shipboard personnel due to strained employee relations could adversely affect our results of operations.
Our success depends, in large part, on the skills and contributions of key executives and other employees, and on our ability to recruit, develop and retain high quality personnel and develop adequate succession plans. As demand for qualified personnel in key markets. Wethe industry grows, we must continue to sufficientlyeffectively recruit, retain, train, motivate and motivateretain our employees, both shoreside and on our ships, in order to effectively compete in our industry, maintain our current business and support our projected global growth both shoreside and on our ships. Furthermore, asgrowth.
As of December 31, 2015, 83%2018, 89% of our shipboard employees were covered by collective bargaining agreements. A dispute under our collective bargaining agreements could result in a work stoppage of those employees covered by the agreements. AWe may not be able to satisfactorily renegotiate these collective bargaining agreements when they expire. In addition, existing collective bargaining agreements may not prevent a strike or work stoppage on our ships. We may also be subject to or affected by work stoppages unrelated to our business or collective bargaining agreements. Any such work stoppages or potential work stoppages could have a material adverse effect on our financial results, as could a loss of key employees, our inability to recruit or retain qualified personnel or disruptions among our personnel could adversely affect our results of operations.personnel.
Business activities that involve our co-investmentco-investments with third parties may subject us to additional risks.
Partnerships, joint ventures and other business structures involving our co-investmentco-investments with third parties such as our joint venture to operate TUI Cruises, our partnership to operate SkySea Cruises, our investment in Grand Bahama Shipyard and our minority ownership investments in various port development and other projects, generally include some form of shared control over the operations of the business and create additional risks, including the possibility that other investors in such ventures could become bankrupt or otherwise lack the financial resources to meet their obligations, or could have or develop business interests, policies or objectives that are inconsistent with ours. In addition actions by another investorto financial risks, our co-investment activities may also present additionalmanagerial and operational risks of operational difficulties orand expose us to reputational or legal concerns. These or other issues related to our co-investmentco-investments with third parties could adversely impact our operations.


Past or pending business acquisitions or potential acquisitions that we may decide to pursue in the future carry inherent risks which could adversely impact our financial performance and condition.
The Company, from time to time, has engaged in acquisitions (e.g., our recent Silversea Cruises acquisition) and may pursue acquisitions in the future, which are subject to, among other factors, the Company’s ability to identify attractive business opportunities and to negotiate favorable terms for such opportunities. Accordingly, the Company cannot make any assurances that potential acquisitions will be completed timely or at all, or that if completed, we would realize the anticipated benefits of such acquisition. Acquisitions also carry inherent risks such as, among others: (1) the potential delay or failure of our efforts to successfully integrate business processes and realizing expected synergies; (2) difficulty in aligning procedures, controls and/or policies; and (3) future unknown liabilities and costs that may be associated with an acquisition. In addition, acquisitions may also adversely impact our liquidity and/or debt levels, and the recognized value of goodwill and other intangible assets can be negatively affected by unforeseen events and/or circumstances, which may result in an impairment charge. Any of the foregoing events could adversely impact our financial condition and results of operations.
We rely on supply chain vendors and third-party service providers of various serviceswho are integral to the operations of our businesses. These third partiesvendors and service providers may be unable or unwilling to deliver on their commitments or may act in ways that could harm our business.
We rely on supply chain vendors to deliver key products to the operations of our businesses around the world. Any event impacting a vendor’s ability to deliver goods of the required quality at the location and time needed could negatively impact our ability to deliver our cruise experience. Events impacting our supply chain could be caused by factors beyond the control of our suppliers or us, including inclement weather, natural disasters, increased demand, problems in production or distribution and/or disruptions in third-party logistics or transportation systems. Interruptions to our supply chain could increase costs and could limit the availability of products critical to our operations.
In order to achieve cost and operational efficiencies, we outsource to third-party vendors certain services that are integral to the operations of our global businesses, such as our onboard concessionaires, certain of our call center operations and operation of a large part of our information technology systems. We are subject to the risk that certain decisions are subject to the control of our third-party service providers and that these decisions may adversely affect our activities. A failure to adequately monitor a third-party service provider’s compliance with a service level agreement or regulatory or legal requirements could result in significant economic and reputational harm to us. There is also a risk the confidentiality, privacy and/or security of data held by third parties or communicated over third-party networks or platforms could become compromised.
A failureIf we are unable to keep pace with developments in technology or technological obsolescence, could impair our operations or competitive position.position could become impaired.
Our business continues to demand the use of sophisticated technology and systems. These technologies and systems require significant investment and must be proven, refined, updated, and/or replaced with more advanced systems in order to continue to meet our customers’ demands and expectations. If we are unable to do so in a timely manner or within reasonable cost parameters or if we are unable to appropriately and timely train our employees to operate any of these new systems, our business could suffer. We also may not achieve the benefits that we anticipate from any new technology or system, and a failure to do sowhich could result in higher than anticipated costs or could impair our operating results.
We may beare exposed to cyber-attacks and data breaches, including the risks and costs associated with cyber security, including protecting theour systems and maintaining integrity and security of our guests’, employees’business information, as well as personal data of our guests, employees and business partners’ personal information.partners.
We are subject to cyber-attacks. These cyber-attacks can vary in scope and intent from attacks with the objective of compromising our systems, networks and communications for economic gain to attacks with the objective of disrupting, disabling or otherwise compromising our maritime and/or shoreside operations. The attacks can encompass a wide range of methods and intent, including phishing attacks, illegitimate requests for payment, theft of intellectual property, theft of confidential or non-public information, installation of malware, installation of ransomware and theft of personal or business information. The breadth and scope of these attacks, as well as the techniques and sophistication used to conduct these attacks, have grown over time.

A successful cyber-attack may target us directly, or it may be the result of a third party's inadequate care. In either scenario, the Company may suffer damage to its systems and data that could interrupt our operations, adversely impact our reputation and brand and expose us to increased risks of governmental investigation, litigation and other liability, any of which could adversely affect our business. Furthermore, responding to such an attack and mitigating the risk of future attacks could result in additional operating and capital costs in systems technology, personnel, monitoring and other investments.
In addition, we are also subject to various risks associated with the collection, handling, storage and transmission of sensitive information, including risks related to compliance with applicable laws and other contractual obligations, as well as the risk that our systems collecting such information could be compromised.information. In the course of doing business, we collect

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large volumes of internalemployee, customer and customerother third-party data, including personally identifiable information and individual credit data, for various business purposes. We are subject to federal, state and international laws (including the European Union General Data Protection Regulation which took effect in May 2018), as well as industry standards, relating to the collection, use, retention, security and transfer of personally identifiable information.information and individual credit data. In many cases, these laws apply not only to third-party transactions, but also to transfers of information between the Company and its subsidiaries, and among the Company, its subsidiaries and other parties with which the Company has commercial relations. Several jurisdictions have passed laws in this area, and other jurisdictions are considering imposing additional restrictions. These laws continue to develop and may be inconsistent from jurisdiction to jurisdiction. Complying with emerging and changing international requirements has caused, and may cause us to incur substantial costs or require us to change our business practices. If we fail to comply with the various applicable data collection and privacy laws, we could be exposed to fines, penalties, restrictions, litigation or other expenses, and our business could be adversely impacted.
In addition, even ifWhile we are fully compliantcontinue to evolve our cyber-security practices in line with legal standardsour business' reliance on technology and contractual requirements,the changing external threat landscape, and we still mayinvest time, effort and financial resources to secure our systems, networks and communications, our security measures cannot provide absolute assurance that we will be successful in preventing or responding to all cyber-attacks. For example, in September 2018, we discovered instances of unauthorized access to a number of employee e-mail communications, some of which contained proprietary business and personally identifiable information. We have implemented additional safeguards, and we do not believe that we experienced any material losses related to this incident; however, there can be able to prevent security breaches involving sensitive data. no assurance that this or any other breach or incident will not have a material impact on our operations and financial results in the future.
Any breach, theft, loss, or fraudulent use of guest, employee, third-party or company data, could adversely impact our reputation and brand and our ability to retain or attract new customers, and expose us to risks of data loss, business disruption, governmental investigation, litigation and other liability, any of which could adversely affect our business. Significant capital investments and other expenditures could be required to remedy the problem and prevent future breaches, including costs associated with additional security technologies, personnel, experts and credit monitoring services for those whose data has been breached. Additionally,Further, if we or our vendors experience significant data security breaches or fail to detect and appropriately respond to significant data security breaches, we could be exposed to government enforcement actions and private litigation.
The potential unavailability of insurance coverage, an inability to obtain insurance coverage at commercially reasonable rates or our failure to have coverage in sufficient amounts to cover our incurred losses may adversely affect our financial condition or results of operations.
We seek to maintain appropriate insurance coverage at commercially reasonable rates. We normally insure based on the techniquescost of an asset rather than replacement value and sophistication usedwe also elect to conduct cyber-attacksself-insure, co-insure, or use deductibles in certain circumstances for certain risks such as loss of use of a ship or a cyber-security breach. The limits of insurance coverage we purchase are based on the availability of the coverage, evaluation of our risk profile and breachescost of information technology systems, as wellcoverage. Accordingly, we are not protected against all risks and we cannot be certain that our coverage will be adequate for liabilities actually incurred which could result in an unexpected decrease in our revenue and results of operations in the event of an incident.
We are members of four Protection and Indemnity ("P&I") clubs, which are part of a worldwide group of 13 P&I clubs, known as the sourcesInternational Group of P&I Clubs (the “IG”). P&I coverage provided by the clubs is on a mutual basis and targetswe are subject to additional premium calls in the event of these attacks, change frequentlya catastrophic loss incurred by any member of the 13 P&I clubs, whereby the reinsurance limits purchased by the IG are exhausted. We are also subject to additional premium calls based on investment and are often not recognized until such attacks are launched or have been in place for a period of time. Our security measuresunderwriting shortfalls experienced by our own individual insurers.

We cannot provide assurancebe certain that weinsurance and reinsurance coverage will be successfulavailable to us and at commercially reasonable rates in preventing such breaches.the future or at all or, if available, that it will be sufficient to cover potential claims. Additionally, if we or other insureds sustain significant losses, the result may be higher insurance premiums, cancellation of coverage, or the inability to obtain coverage. Such events could adversely affect our financial condition or results of operations.
Environmental, labor, health and safety, financial responsibility and other maritime regulations could affect operations and increase operating costs.
The United States and various state and foreign government or regulatory agencies have enacted or are considering newmay enact environmental regulations or policies, such as requiring the use of low sulfur fuels, increasing fuel efficiency requirements, further restricting emissions, or other initiatives to limit greenhouse gas emissions that could increase our direct cost to operate in certain markets, increase our cost for fuel, limit the supply of compliant fuel, cause us to incur significant expenses to purchase and/or develop new equipment and adversely impact the cruise vacation industry. While we have taken and expect to continue to take a number of actions to mitigate the potential impact of certain of these regulations, there can be no assurances that these efforts will be successful or completed on a timely basis.
There is increasing global regulatory focus on climate change, greenhouse gas (GHG) and other emissions. These regulatory efforts, both internationally and in the United States are still developing, and we cannot yet determine what the final regulatory programs or their impact will be in any jurisdiction where we do business. However, such climate change-related regulatory activity in the future may adversely affect our business and financial results by requiring us to reduce our emissions, purchase allowances or otherwise pay for our emissions. Such activity may also impact us by increasing our operating costs, including fuel costs.
Some environmental groups have also lobbied for more stringent regulation of cruise ships and have generated negative publicity about the cruise vacation industry and its environmental impact. See Item 1. Business-Regulation-Environmental Regulations. An increase in fuel prices not only impacts our fuel costs, but also some of our other expenses, such as crew travel, freight and commodity prices.
In addition, we are subject to various international, national, state and local laws, regulations and treaties that govern, among other things, discharge from our ships, safety standards applicable to our ships, treatment of disabled persons, health and sanitary standards applicable to our guests, security standards on board our ships and at the ship/port interface areas, and financial responsibilities to our guests. These issues are, and we believe will continue to be, an area of focus by the relevant authorities throughout the world. This could result in the enactment of more stringent regulation of cruise ships that could subject us to increasing compliance costs in the future.
A change in our tax status under the United States Internal Revenue Code, or other jurisdictions, may have adverse effects on our income.
We and a number of our subsidiaries are foreign corporations that derive income from a U.S. trade or business and/or from sources within the U.S.United States. Drinker Biddle & Reath LLP, our United StatesU.S. tax counsel, has delivered to us an opinion, based on certain representations and assumptions set forth in it, to the effect that this income, to the extent derived from or incidental to the international operation of a ship or ships, is excluded from gross income for U.S. federal income tax purposes pursuant to Section 883 of the Internal Revenue Code. We believe that most of our income (including that of our subsidiaries) is derived from or incidental to the international operation of a ship or ships.

30


Our ability to rely on Section 883 could be challenged or could change in the future. Provisions of the Internal Revenue Code, including Section 883, are subject to legislative change at any time. Moreover, changes could occur in the future with respect to the identity, residence or holdings of our direct or indirect shareholders, trading volume or trading frequency of our shares, or relevant foreign tax laws of Liberia such that theyit no longer qualifyqualifies as an equivalent exemption jurisdictions,jurisdiction, that could affect our eligibility for the Section 883 exemption. Accordingly, there can be no assurance that we will continue to be exempt from U.S. income tax on U.S. source shipping income in the future. If we were not entitled to the benefit of Section 883, we and our subsidiaries would be subject to U.S. taxation on a portion of the income derived from or incidental to the international operation of our ships, which would reduce our net income.
Additionally, portions of our business are operated by companies that are within the United Kingdom tonnage tax regimes of the U.K. and Malta.regime. Further, some of theour operations of these companies are conducted in jurisdictions where we rely on tax treaties to provide exemption from taxation. To the extent the United Kingdom tonnage tax laws of these countries change or we do not continue to meet

the applicable qualification requirements or if tax treaties are changed or revoked, we may be required to pay higher income tax in these jurisdictions, adversely impacting our results of operations.
As budgetary constraints continue to adversely impact the jurisdictions in which we operate, increases in income tax regulations, tax audits or tax reform affecting our operations may be imposed.
Litigation, enforcement actions, fines or penalties could adversely impact our financial condition or results of operations and/or damage our reputation.
Our business is subject to various United States and international laws and regulations that could lead to enforcement actions, fines, civil or criminal penalties or the assertion of litigation claims and damages. In addition, improper conduct by our employees, agents or joint venture partners could damage our reputation and/or lead to litigation or legal proceedings that could result in civil or criminal penalties, including substantial monetary fines. In certain circumstances it may not be economical to defend against such matters and/or a legal strategy may not ultimately result in us prevailing in a matter. Such events could lead to an adverse impact on our financial condition or results of operations.
We are not a United States corporation and our shareholders may be subject to the uncertainties of a foreign legal system in protecting their interests.
Our corporate affairs are governed by our Articles of Incorporation and By-Laws and by the Business Corporation Act of Liberia. The provisions of the Business Corporation Act of Liberia resemble provisions of the corporation laws of a number of states in the United States. However, while most states have a fairly well developed body of case law interpreting their respective corporate statutes, there are very few judicial cases in Liberia interpreting the Business Corporation Act of Liberia. As such, the rights and fiduciary responsibilities of directors under Liberian law are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain United States jurisdictions. For example, the right of shareholders to bring a derivative action in Liberian courts may be more limited than in United States jurisdictions. There may also be practical difficulties for shareholders attempting to bring suit in Liberia and Liberian courts may or may not recognize and enforce foreign judgments. Thus, our public shareholders may have more difficulty in protecting their interests with respect to actions by management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction.
Provisions of our Articles of Incorporation, By-Laws and Liberian law could inhibit others from acquiring us, prevent a change of control, and may prevent efforts by our shareholders to change our management.
Certain provisions of our Articles of Incorporation and By-Laws and Liberian law may inhibit third parties from effectuating a change of control of the Company without Board approval from our board of directors which could result in the entrenchment of current management. These include provisions in our Articles of Incorporation that prevent third parties, other than A. Wilhelmsen AS. and Cruise Associates, from acquiring beneficial ownership of more than 4.9% of our outstanding shares without the consent of our Boardboard of Directors.directors.

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Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Information about our cruise ships, including their size and primary areas of operation, may be found within the Operating Strategies - Fleet upgrade, maintenance and expansion section and the Operations - Cruise Ships and Itineraries sectionsections in Item 1. Business. Information regarding our cruise ships under construction, estimated expenditures and financing may be found within the Future Capital Commitments and Funding Needs and Sources sections of Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Our principal executive office and principal shoreside operations are located in leased office buildings at the Port of Miami, Florida. We also lease a number of other offices in the USU.S. and throughout Europe, Asia, Mexico, South America and Australia to administer our brand operations globally.
We believe that our facilities are adequate for our current needs and that we are capable of obtaining additional facilities as necessary.

We also operate two private destinations which we utilize as a port-of-callports-of-call on certain of our itineraries: (i) an island we own in the Bahamas which we call CocoCay; and (ii) Labadee, a secluded peninsula we lease on the north coast of Haiti.
Item 3.    Legal Proceedings
A class action complaintOn September 24, 2018, a proposed class-action lawsuit was filed in June 2011by Roger and Maureen Carretta against Royal Caribbean Cruises Ltd. d/b/a Royal Caribbean International in the United States District Court for the Southern District of Florida on behalfrelating to the marketing and sales of aour Travel Protection Program. The plaintiffs purported to represent an alleged class of stateroom attendants employed onboard Royal Caribbean International cruise vessels.passengers who purchased the Travel Protection Program. The complaint alleged that the stateroom attendants were required to pay other crew members to help with their duties andCompany concealed that certain stateroom attendants were required to work backit received "kickbacks," in the form of house assignments withoutundisclosed commissions on the ability to earn gratuities, in each case, in violationsale of the U.S. Seaman’s Wage Act. In May 2012,travel insurance portion of the district court granted our motion to dismiss theproduct from an underwriter, and allegedly improperly bundled Travel Insurance Policies with non-insurance products. The complaint on the basis that the applicable collective bargaining agreement requires any such claims to be arbitrated. The United States Court of Appeals, 11th Circuit, affirmed the district court’s dismissal and denied the plaintiffs’ petition for re-hearing and re-hearing en banc. In October 2014, the United States Supreme Court denied the plaintiffs’ request to review the order compelling arbitration. Subsequently, approximately 575 crew members submitted demands for arbitration. The demands make substantially the same allegations as in the federal court complaint and are similarly seekingsought damages wage penalties and interest in an indeterminate amount. UnlikeOn November 26, 2018, the federal court complaint,Court dismissed the demands for arbitration are being brought individually by each ofentire action with prejudice on the crew members and not on behalf of a purported class of stateroom attendants. In February 2016, we settled this matter as to all demanding crew members in exchange for our paymentgrounds that, among others, the claim was filed beyond the time limitations contained in the aggregate ofpassenger ticket contract. Plaintiffs did not appeal the decision and the time period for filing an immaterial amount. The settlement is subject to finalization of all settlement documents.

In April 2015, the Alaska Department of Environmental Conservation issued Notices of Violation to Royal Caribbean International and Celebrity Cruises seeking monetary penalties for alleged violations of the Alaska Marine Visible Emission Standards that occurred over the past five years on certain of our vessels. We believe we have meritorious defenses to the allegations and we are cooperating with the state of Alaska. We do not believe that the ultimate outcome of these claims will have a material adverse impact on our financial condition or results of operations and cash flows.

appeal has lapsed.
We are routinely involved in other claims typical within the cruise vacation industry. The majority of these claims are covered by insurance. We believe the outcome of such claims, net of expected insurance recoveries, will not have a material adverse impact on our financial condition or results of operations and cash flows.
Item 4.    Mine Safety Disclosures
None.

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PART II
Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is listed on the New York Stock Exchange ("NYSE") and the Oslo Stock Exchange ("OSE") under the symbol "RCL". In 2015, we applied for and received approval to delist from the OSE. Our last day of trading on the OSE is scheduled for March 8, 2016."RCL."
The table below sets forth the high and low sales prices of our common stock as reported by the NYSE and the OSE for the two most recent years by quarter:

NYSE
Common Stock

OSE
Common Stock(1)

High Low High
Low
2015       
Fourth Quarter$103.40 $87.08 905.00 705.00
Third Quarter$97.60 $77.74 803.50 617.00
Second Quarter$83.32 $65.91 669.50 485.60
First Quarter$85.56 $72.79 666.00 555.00
2014       
Fourth Quarter$83.90 $52.32 638.00 347.00
Third Quarter$69.31 $53.66 439.60 332.00
Second Quarter$57.38 $49.65 349.00 300.00
First Quarter$54.93 $45.95 332.60 284.20

(1)Denominated in Norwegian kroner, as listed in the price history database available at www.oslobors.no
Holders
As of February 12, 201614, 2019, there were 9071,398 record holders of our common stock. Since certain of our shares are held by brokers and other institutions on behalf of shareholders, the foregoing number is not representative of the number of beneficial owners.
Dividends
In 2014, we declared cash dividends on our common stock of $0.25 per share during the first and second quarters of 2014. We increased the dividend amount to $0.30 per share for the dividends declared in the third and fourth quarters of 2014 and the first and second quarters of 2015. The dividend amount was increased to $0.375 per share for the dividends declared in the third and fourth quarters of 2015.
Holders of our common stock have an equal right to share in our profits in the form of dividends when and if declared by our Boardboard of Directorsdirectors out of funds legally available. Holders of our common stock have no rights to any sinking fund.
There are no exchange control restrictions on remittances of dividends on our common stock since (1) we are and intend to maintain our status as a nonresident Liberian entity under the Liberia Revenue Code of 2000 as Amended and the regulations thereunder, and (2) our ship-owning subsidiaries are not now engaged, and are not in the future expected to engage, in any business in Liberia, including voyages exclusively within the territorial waters of the Republic of Liberia. Under current Liberian law, no Liberian taxes or withholding will be imposed on payments to holders of our securities other than to a holder that is a resident Liberian entity or a resident individual or an individual or entity subject to taxation in Liberia as a result of having a permanent establishment within the meaning of the Liberia Revenue Code of 2000 as Amended in Liberia.

33


The declaration of dividends shall at all times be subject to the final determination of our Boardboard of Directorsdirectors that a dividend is prudent at that time in consideration of the needs of the business.
Stock Repurchases
The following table presents the total number of shares of our common stock that we repurchased during the three months ended December 31, 2015:
PeriodTotal number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs
October 1, 2015 - October 31, 2015(1)
1,632,820 
(2) 
 1,632,820 $300,000,000
November 1, 2015 - November 30, 2015(1)
470,468 
(2) 
 470,468 $300,000,000
December 1, 2015 - December 31, 2015(1)
   $300,000,000
Total2,103,288 
 2,103.288 

Refer to(1) In October 2015, our board of directors authorized a common stock repurchase program for up to $500 million. Subsequently, in 2015, we executed an agreement with an investment bank to purchase a total of $200 million, of the $500 million authorized amount, of our common stock under an accelerated stock repurchase (ASR) transaction. The ASR transaction was completed on November 30, 2015. Future stock repurchases under this program could include open market purchases or additional accelerated share repurchases. We expect to complete the program by the end of 2016. For further information on the ASR transaction, refer to Note 8. 11. Shareholders' Equityto our consolidated financial statements under Item 8. Financial Statements and SupplementarySupplemental Data.for further information on dividends declared.
(2) Final settlement ofShare Repurchases
During the ASR transaction occurred on November 30, 2015, resulting in 2.1 million shares ofquarter ended December 31, 2018, there were no common stock repurchased at an average pricerepurchases.
As of $95.09 per share.December 31, 2018, we have approximately $700.0 million that remains available for future common stock repurchase transactions under a 24-month common stock repurchase program for up to $1.0 billion authorized by our board of directors on May 9, 2018. Refer toNote 11. Shareholders' Equity to our consolidated financial statements under Item 8. Financial Statements and Supplemental Data for further information.

Performance Graph
The following graph compares the total return, assuming reinvestment of dividends, on an investment in the Company, based on performance of the Company's common stock, with the total return of the Standard & Poor's 500 Composite Stock Index ("S&P 500") and the Dow Jones United States Travel and Leisure Index for a five year period by measuring the changes in common stock prices from December 31, 20102013 to December 31, 2015.2018.

34


chart-c7af88fd7055571e90ea04.jpg
12/10 12/11 12/12 12/13 12/14 12/1512/13 12/14 12/15 12/16 12/17 12/18
Royal Caribbean Cruises Ltd.
100.00 53.14 74.05 105.23 186.20 232.27100.00 176.94 220.72 182.99 271.25 227.46
S&P 500100.00 102.11 118.45 156.82 178.29 180.75100.00 113.69 115.26 129.05 157.22 150.33
Dow Jones US Travel & Leisure100.00 106.69 120.91 175.90 204.69 216.76
Dow Jones U.S. Travel & Leisure100.00 116.37 123.23 132.56 164.13 154.95
The stock performance graph assumes for comparison that the value of the Company's common stock and of each index was $100 on December 31, 20102013 and that all dividends were reinvested. Past performance is not necessarily an indicator of future results.

35


Item 6.    Selected Financial Data
The selected consolidated financial data presented below for the years 2011ended December 31, 2014 through 2015December 31, 2018 and as of the end of each such year, except for Adjusted Net Income amounts, are derived from our audited consolidated financial statements and should be read in conjunction with those financial statements and the related notes as well as in conjunction with Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Year Ended December 31,Year Ended December 31,
2015 2014 2013 2012 2011
2018 (1)
 2017 2016 2015 2014
(in thousands, except per share data)(in thousands, except per share data)
Operating Data:                  
Total revenues$8,299,074
 $8,073,855
 $7,959,894
 $7,688,024
 $7,537,263
$9,493,849
 $8,777,845
 $8,496,401
 $8,299,074
 $8,073,855
Operating income$874,902
 $941,859
 $798,148
 $403,110
 $931,628
Net income$665,783
 $764,146
 $473,692
 $18,287
 $607,421
Adjusted Net Income(1) (2)
$1,065,066
 $755,729
 $539,224
 $442,873
 $607,421
Operating Income$1,894,801
 $1,744,056
 $1,477,205
 $874,902
 $941,859
Net Income$1,815,792
 $1,625,133
 $1,283,388
 $665,783
 $764,146
Net Income attributable to Royal Caribbean Cruises Ltd.$1,811,042
 $1,625,133
 $1,283,388
 $665,783
 $764,146
Adjusted Net Income attributable to Royal Caribbean Ltd.(2) (3) (4) (5)
$1,873,363
 $1,625,133
 $1,314,689
 $1,065,066
 $755,729
Per Share Data—Basic:                  
Net income$3.03
 $3.45
 $2.16
 $0.08
 $2.80
Adjusted Net Income$4.85
 $3.41
 $2.46
 $2.03
 $2.80
Net Income attributable to Royal Caribbean Cruises Ltd.$8.60
 $7.57
 $5.96
 $3.03
 $3.45
Adjusted Net Income attributable to Royal Caribbean Cruises Ltd.$8.90
 $7.57
 $6.10
 $4.85
 $3.41
Weighted-average shares219,537
 221,658
 219,638
 217,930
 216,983
210,570
 214,617
 215,393
 219,537
 221,658
Per Share Data—Diluted:                  
Net income$3.02
 $3.43
 $2.14
 $0.08
 $2.77
Adjusted Net Income$4.83
 $3.39
 $2.44
 $2.02
 $2.77
Net Income attributable to Royal Caribbean Cruises Ltd.$8.56
 $7.53
 $5.93
 $3.02
 $3.43
Adjusted Net Income attributable to Royal Caribbean Cruises Ltd.$8.86
 $7.53
 $6.08
 $4.83
 $3.39
Weighted-average shares and potentially dilutive shares220,689
 223,044
 220,941
 219,457
 219,229
211,554
 215,694
 216,316
 220,689
 223,044
Dividends declared per common share$1.35
 $1.10
 $0.74
 $0.44
 $0.20
$2.60
 $2.16
 $1.71
 $1.35
 $1.10
Balance Sheet Data:                  
Total assets$20,921,855
 $20,713,190
 $20,072,947
 $19,827,930
 $19,804,405
Total debt, including capital leases$8,667,055
 $8,443,948
 $8,074,804
 $8,489,947
 $8,495,853
Total assets (6)
$27,698,270
 $22,360,926
 $22,310,324
 $20,782,043
 $20,524,060
Total debt, including commercial paper and capital leases$10,777,699
 $7,539,451
 $9,387,436
 $8,527,243
 $8,254,818
Common stock$2,339
 $2,331
 $2,308
 $2,291
 $2,276
$2,358
 $2,352
 $2,346
 $2,339
 $2,331
Total shareholders' equity$8,063,039
 $8,284,359
 $8,808,265
 $8,308,749
 $8,407,823
$11,105,461
 $10,702,303
 $9,121,412
 $8,063,039
 $8,284,359

(1)
On July 31, 2018, we acquired a 66.7% equity stake in Silversea Cruise Holding Ltd ("Silversea Cruises"). Refer to Note 3. Business Combination to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for information on the Silversea Cruises acquisition.
(2)
For 2015, 20142018, 2017 and 2013,2016, refer to Financial Presentation and Results of Operations under Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations for the definition of Adjusted Net Income and a reconciliation of Adjusted Net Income to Net income.
(2)(3)
Amount for 2012 excludes an impairment charge of $385.4 million, to write down Pullmantur's goodwill to its implied fair value and to write down trademarks and trade names and certain long-lived assets, consisting of aircraft that was then owned and operated by Pullmantur Air, to their fair value, and a net deferred tax charge of $28.5 million. The net deferred tax charge2017 includes a $33.7gain of $30.9 million charge to record a 100% valuation allowance related to our deferred taxthe sale of Legend of the Seas.
(4)Amount for 2015 excludes the impairment of Pullmantur related assets of $399.3 million.
(5)
Amount for Pullmantur2014 excludes restructuring and a $5.2related impairment charges of $4.3 million tax benefit to reduce the deferred tax liability related to Pullmantur's trademarks and trade names. Additionally, the amount for 2012 excludes a $10.7, other initiative costs of $21.2 million, an $11.0 million loss related to the estimated impact of Pullmantur's non-core businesses that were sold in 2014.2014 and a loss of $17.4 million recognized on the sale of Celebrity Century. Additionally, the amount for 2014 excludes $28.9 million of net income resulting from

36

Tablethe change in our voyage proration methodology and the reversal of Contentsa deferred tax asset valuation allowance of $33.5 million due to Spanish tax reform.
(6)
We reclassified prepaid commissions of $64.6 million from Customer deposits to Prepaid expenses and other assets in our consolidated balance sheet as of December 31, 2017 in order to conform to the current year presentation.


Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Note Concerning Forward-Looking Statements
The discussion under this caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this document, including, for example, under the "Risk Factors" and "Business" captions, includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding guidance (including our expectations for the first quarter and full year of 2016,2019 and our earnings and yield estimates for 20162019 set forth under the heading "Outlook" below and expectations regarding the timing and results of our Double-Double Program)below), business and industry prospects or future results of operations or financial position, made in this Annual Report on Form 10-K are forward-looking. Words such as "anticipate," "believe," "could," "estimate," "expect," "goal," "intend," "may," "plan," "project," "seek," "should," "will," "driving" and similar expressions are intended to further identify any of these forward-looking statements. Forward-looking statements reflect management's current expectations but they are based on judgments and are inherently uncertain. Furthermore, they are subject to risks, uncertainties and other factors that could cause our actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking statements. Examples of these risks, uncertainties and other factors include, but are not limited to, those discussed in this Annual Report on Form 10-K and, in particular, the risks discussed under the caption "Risk Factors" in Part I, Item 1A of this report.
All forward-looking statements made in this Annual Report on Form 10-K speak only as of the date of this document. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Overview
The discussion and analysis of our financial condition and results of operations have been organized to present the following:
a review of our critical accounting policies and of our financial presentation, including discussion of certain operational and financial metrics we utilize to assist us in managing our business;
a discussion of our results of operations for the year ended December 31, 20152018 compared to the same period in 20142017 and the year ended December 31, 20142017 compared to the same period in 2013;2016;
a discussion of our business outlook, including our expectations for selected financial items for the first quarter and full year of 2016;2019; and
a discussion of our liquidity and capital resources, including our future capital and contractual commitments and potential funding sources.
Critical Accounting Policies
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). (Refer to Note 1. General and Note 2. Summary of Significant Accounting Policies to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data). Certain of our accounting policies are deemed "critical," as they require management's highest degree of judgment, estimates and assumptions. We have discussed these accounting policies and estimates with the audit committee of our board of directors. We believe our most critical accounting policies are as follows:
Ship Accounting
Our ships represent our most significant assets and are stated at cost less accumulated depreciation and amortization. Depreciation of ships is generally computed net of a 15% projected residual value using the straight-line method over the estimated useful life of the asset, which is generally 30 years. The 30-year useful life of our newly

constructed ships and 15% associated residual value are both based on the weighted-average of all major components

37


of a ship. Our useful life and residual value estimates take into consideration the impact of anticipated technological changes, long-term cruise and vacation market conditions and historical useful lives of similarly-built ships. In addition, we take into consideration our estimates of the weighted-average useful lives of the ships' major component systems, such as hull, superstructure, main electric, engines and cabins. Given the very large and complex nature of our ships, our accounting estimates related to ships and determinations of ship improvement costs to be capitalized require considerable judgment and are inherently uncertain. We do not have cost segregation studies performed to specifically componentize our ship systems. Therefore, we estimate the costs of component systems based principally on general and technical information known about major ship component systems and their lives and our knowledge of the cruise vacation industry. We do not identify and track depreciation by ship component systems, but instead utilize these estimates to determine the net cost basis of assets replaced or refurbished. Improvement costs that we believe add value to our ships are capitalized as additions to the ship and depreciated over the shorter of the improvements' estimated useful lives or that of the associated ship. The estimated cost and accumulated depreciation of replaced or refurbished ship components are written off and any resulting losses are recognized in Cruise operating expenses.
We use the deferral method to account for drydocking costs. Under the deferral method, drydocking costs incurred are deferred and charged to expense on a straight-line basis over the period to the next scheduled drydock, which we estimate to be a period of thirty to sixty months based on the vessel's age as required by Class. Deferred drydock costs consist of the costs to drydock the vessel and other costs incurred in connection with the drydock which are necessary to maintain the vessel's Class certification. Class certification is necessary in order for our cruise ships to be flagged in a specific country, obtain liability insurance and legally operate as passenger cruise ships. The activities associated with those drydocking costs cannot be performed while the vessel is in service and, as such, are done during a drydock as a planned major maintenance activity. The significant deferred drydock costs consist of hauling and wharfage services provided by the drydock facility, hull inspection and related activities (e.g., scraping, pressure cleaning, bottom painting), maintenance to steering propulsion, thruster equipment and ballast tanks, port services such as tugs, pilotage and line handling, and freight associated with these items. We perform a detailed analysis of the various activities performed for each drydock and only defer those costs that are directly related to planned major maintenance activities necessary to maintain Class. The costs deferred are related to activities not otherwise routinely periodically performed to maintain a vessel's designed and intended operating capability. Repairs and maintenance activities are charged to expense as incurred.
We use judgment when estimating the period between drydocks, which can result in adjustments to the estimated amortization of drydock costs. If the vessel is disposed of before the next drydock, the remaining balance in deferred drydock is written-off to the gain or loss upon disposal of vessel in the period in which the sale takes place. We also use judgment when identifying costs incurred during a drydock which are necessary to maintain the vessel's Class certification as compared to those costs attributable to repairs and maintenance which are expensed as incurred.
We believe we have made reasonable estimates for ship accounting purposes. However, should certain factors or circumstances cause us to revise our estimates of ship useful lives or projected residual values, depreciation expense could be materially higher or lower. If circumstances cause us to change our assumptions in making determinations as to whether ship improvements should be capitalized, the amounts we expense each year as repairs and maintenance costs could increase, partially offset by a decrease in depreciation expense. If we had reduced our estimated average ship useful life by one year, depreciation expense for 20152018 would have increased by approximately $66.7$63.8 million. If our ships were estimated to have no residual value, depreciation expense for 20152018 would have increased by approximately $188.8$243.0 million.
Business Combinations
On July 31, 2018, we acquired a 66.7% equity stake in Silversea Cruises for $1.02 billion in cash and contingent consideration. Refer to Note 3. Business Combination to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information on the acquisition
We account for business combinations in accordance with ASC 805, Business Combinations, by applying the acquisition method of accounting. The acquisition method of accounting requires that we record the assets acquired and liabilities assumed, and the noncontrolling interest, if any, at their respective fair values at the acquisition date. Goodwill is recognized as the excess of the purchase price over the fair value of the net assets acquired. Significant

estimates and assumptions are made by management to value such assets and liabilities based on third party valuations such as appraisals or internal valuations based on discounted cash flow analyses or other valuation techniques. Although we believe that those estimates and assumptions are reasonable and appropriate, they are inherently uncertain and subject to change. If during the measurement period (not to exceed one year), additional information is obtained about facts and circumstances that existed as of the acquisition date related to the fair value of the assets acquired and liabilities assumed, we may adjust our estimates to account for subsequent adjustments to the provisional amounts recognized at the acquisition date, resulting in an offsetting adjustment to the goodwill associated with the business acquired.
Uncertain tax positions and tax-related valuation allowances are initially established in connection with a business combination as of the acquisition date. We continue to collect information and reevaluate these estimates and assumptions quarterly. We will record any adjustments to our preliminary estimates to goodwill, provided that we are within the one-year measurement period.
Any contingent consideration is estimated at fair value at the acquisition date. Liability-classified contingent consideration is remeasured each reporting period, with changes in fair value recognized in earnings until the contingent consideration is settled.
Valuation of Goodwill, Indefinite-Lived Intangible Assets and Long-Lived Assets
We review goodwill trademarks and trade names, which are our most significant indefinite-lived intangible assets for impairment at the reporting unit level annually or, when events or circumstances dictate, more frequently. The impairment review for goodwill consists of a qualitative assessment of whether it is more-likely-than-not that a reporting unit's fair value is less than its carrying amount, and if necessary, a two-step goodwill impairment test. Factors to consider when performing the qualitative assessment include general economic conditions, limitations on accessing capital, changes in forecasted operating results, changes in fuel prices and fluctuations in foreign exchange rates. If the qualitative assessment demonstrates that it is more-likely-than-not that the estimated fair value of the reporting unit exceeds its carrying value, it is not necessary to perform the two-step goodwill impairment test. We may elect to

38


bypass the qualitative assessment and proceed directly to step one, for any reporting unit, in any period. On a periodic basis, we elect to bypass the qualitative assessment and proceed to step one to corroborate the results of recent years' qualitative assessments. We can resume the qualitative assessment for any reporting unit in any subsequent period.
When performing the two-step goodwill impairment test, the fair value of the reporting unit is determined and compared to the carrying value of the net assets allocated to the reporting unit. We estimate the fair value of our reporting units using a probability-weighted discounted cash flow model. The estimation of fair value utilizing discounted expected future cash flows includes numerous uncertainties which require our significant judgment when making assumptions of expected revenues, operating costs, marketing, selling and administrative expenses, interest rates, ship additions and retirements as well as assumptions regarding the cruise vacation industry's competitive environment and general economic and business conditions, among other factors. The principal assumptions usedwe use in the discounted cash flow model are projected operating results, weighted-average cost of capital, and terminal value. The discounted cash flow model uses our 2016the most current projected operating results for the upcoming fiscal year as a base. To that base, we add future years' cash flows assuming multiple revenue and expense scenarios that reflect the impact of different global economic environments beyond 2016the base year on the reporting unit. We discount the projected cash flows using rates specific to the reporting unit based on its weighted-average cost of capital. If the fair value of the reporting unit exceeds its carrying value, no further analysis or write-down of goodwill is required. If the fair value of the reporting unit is less than the carrying value of its net assets, the implied fair value of the reporting unit is allocated to all its underlying assets and liabilities, including both recognized and unrecognized tangible and intangible assets, based on their fair value. If necessary, goodwill is then written down to its implied fair value.
The impairment review for indefinite-life intangible assets consists of a comparison of the fair value of the asset with its carrying amount. We estimate the fair value of our indefinite-life intangiblethese assets which consist of trademarks and trade names related to Pullmantur, using a discounted cash flow model and various valuation methods depending on the nature of the intangible asset, such as the relief-from-royalty method. The royalty rate used is based on comparable royalty agreements in the tourismmethod for trademarks and hospitality industry. The discount rate used is comparable to the rate used in valuing the Pullmantur reporting unit in our goodwill impairment test.trade names. If the carrying amount exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. If the fair value exceeds its carrying amount, the indefinite-life intangible asset is not considered impaired. As of December 31, 2018, the carrying amount of indefinite-life intangible assets was $351.7 million, which primarily relates to the Silversea Cruises trade name acquired in the Silversea Cruises acquisition. Other intangible assets assigned finite useful lives are amortized on a straight-line basis over their estimated useful lives. Refer to Note 6, Intangible

Assets to our consolidated financial statements under Item 8. Financial Statements and Supplemental Data for further information on indefinite-life intangible assets.
We review our ships aircraft and other long-lived assets for impairment whenever events or changes in circumstances indicate, based on estimated undiscounted future cash flows, that the carrying amount of these assets may not be fully recoverable. We evaluate asset impairment at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The lowest level for which we maintain identifiable cash flows that are independent of the cash flows of other assets and liabilities is at the ship level for our ships and, prior to the sale of the aircraft, at the aggregated asset group level for our aircraft. If estimated future cash flows are less than the carrying value of an asset, an impairment charge is recognized to the extent its carrying value exceeds fair value.
We estimate fair value based on quoted market prices in active markets, if available. If active markets are not available, we base fair value on independent appraisals, sales price negotiations and projected future cash flows discounted at a rate estimated by management to be commensurate with the business risk. Quoted market prices are often not available for individual reporting units and for indefinite-life intangible assets. Accordingly, we estimate the fair value of a reporting unit and an indefinite-life intangible asset using an expected present value technique.
2015 Impairment of Pullmantur related assets
Pullmantur is a brand that historically targeted primarily the Spanish and Latin American markets. These markets have experienced significant volatility and the brand has adopted various changes to its operating strategy as a result. Most recently, in response to favorable economic expectations in Latin America, especially Brazil, management undertook a positioning of the brand to increase sourcing of guests and to deliver deployment for Latin American consumers; transferring newer and more efficient capacity to the brand; and selling Pullmantur’s non-core businesses to allow the brand to focus on the core cruise business.
However, the Latin American resurgence was short lived and the core Latin American economies, including Brazil, Mexico, Argentina and Venezuela, have regressed and their currencies have materially depreciated versus the

39


US dollar. Most notably, the Brazilian Real devalued by approximately 22% relative to the US dollar during the third quarter of 2015.
In light of the increased challenges facing Pullmantur’s Latin American strategy, we made a decision to significantly change that strategy from growing the brand through vessel transfers to a right-sizing strategy during the third quarter of 2015. This right-sizing strategy includes reducing our exposure to Latin America, refocusing on the brand’s core market of Spain and, consequently, reducing the size of Pullmantur’s fleet. This strategic change includes a decision to redeploy Pullmantur’s Empress to the Royal Caribbean International brand as well as a decision to cancel the intended transfer of the Majesty of the Seas to Pullmantur. As we previously disclosed, the planned growth of the Pullmantur fleet through the transfer of vessels into the brand has been the most significant assumption within Pullmantur's projected cash flows supporting the recoverability of the Pullmantur reporting unit’s goodwill and trademarks and trade names. Our decision to reduce the size of Pullmantur’s fleet significantly decreases the cash flow projections which have been the basis of our impairment analysis.
As a result of these developments, we performed an interim impairment evaluation of Pullmantur’s goodwill and trademarks and trade names in connection with the preparation of our financial statements during the quarter ended September 30, 2015.
Due to the previously described market conditions and our recent decision to reduce our exposure to Latin America, refocus on the brand’s core Spanish market and reduce the brand's overall capacity, we reviewed the two-step goodwill impairment test based on the updated cash flow projections. As a result of this analysis, we determined that the carrying value of the Pullmantur reporting unit exceeded its fair value. Similarly, we determined that the carrying value of Pullmantur’s trademarks and trade names exceeded their fair value as well. Accordingly, upon the completion of the two-step impairment test, we recognized impairment charges of $123.8 million and $174.3 million for goodwill and trademark and trade names, respectively, during the quarter ended September 30, 2015. These charges reflected the full carrying amounts of the goodwill and trademark and trade names leaving Pullmantur with no intangible assets on its books.
Additionally, in conjunction with performing the two-step goodwill impairment test, we identified that the estimated fair value of certain long-lived assets, consisting of two ships and three aircraft, were less than their carrying values. As a result of this determination, we evaluated these assets pursuant to our long-lived asset impairment test. The decision to significantly reduce our exposure to the Latin American market negatively impacted the expected undiscounted cash flows of these vessels and aircraft and resulted in an impairment charge of $113.2 million to write down these assets to their estimated fair values during the quarter ended September 30, 2015.
The combined impairment charge of $411.3 million related to Pullmantur’s goodwill, trademarks and trade names, vessels and aircraft was recognized in earnings during the quarter ended September 30, 2015 and is reported within Impairment of Pullmantur related assets in our consolidated statements of comprehensive income (loss).
Royal Caribbean International
During the fourth quarter of 2015,2018, we performed our annual impairment reviewa qualitative assessment of goodwill for the Royal Caribbean International reporting unit. We elected to bypass theBased on our qualitative assessment, and proceeded directly to step one ofwe concluded that it was more-likely-than-not that the two-step goodwill impairment test to corroborate the results of recent years' qualitative assessments. As a result of the test, we determined theestimated fair value of the Royal Caribbean International reporting unit exceeded its carrying value and thus, we did not proceed to the two-step goodwill impairment test. No indicators of impairment exist primarily because the reporting unit's fair value has consistently exceeded its carrying value by approximately 90% resulting in no impairmenta significant margin and forecasts of operating results expected to Royal Caribbean International goodwill.be generated by the reporting unit appear sufficient to support its carrying value. As of December 31, 2015,2018, the carrying amount of goodwill attributable to our Royal Caribbean International reporting unit was $286.8$286.7 million.
Silversea Cruises
The goodwill for the Silversea Cruises reporting unit was recorded at fair value at July 31, 2018, the acquisition date. Refer to Note 3. Business Combination to our consolidated financial statements under Item 8. Financial Statements and Supplemental Data for further information on the Silversea Cruises acquisition. During the fourth quarter of 2018, we performed a qualitative assessment of the Silversea Cruises reporting unit. Based on our qualitative assessment, we concluded that it was more-likely-than-not that the estimated fair value of the Silversea Cruises reporting unit exceeded its carrying value and thus, we did not proceed to the two-step goodwill impairment test. No indicators of impairment exist primarily because forecasts of operating results expected to be generated by the reporting unit appear sufficient to support its carrying value. As of December 31, 2018, the carrying amount of goodwill attributable to our Silversea Cruises reporting unit was $1.1 billion.
Derivative Instruments
We enter into various forward, swap and option contracts to manage our interest rate exposure and to limit our exposure to fluctuations in foreign currency exchange rates and fuel prices. These instruments are recorded on the balance sheet at their fair value and the vast majority are designated as hedges. We also use non-derivative financial instruments designated as hedges of our net investment in our foreign operations and investments. The fuel options we entered into represent economic hedges which were not designated as hedging instruments for accounting purposes and thus, changes in their fair value were immediately recognized in earnings. Although certain of our derivative

40


financial instruments do not qualify or are not accounted for under hedge accounting, we do not hold or issue derivative financial instruments for trading or other speculative purposes. We account for derivative financial instruments in accordance with authoritative guidance. Refer to Note 2. Summary of Significant Accounting Policies and Note 14.17. Fair Value Measurements and Derivative Instruments to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for more information on related authoritative guidance, the Company's hedging programs and derivative financial instruments.
WeOn a regular basis, we enter into foreign currency forward contracts, and collars, interest rate cross-currency and fuel swaps and options with third-party institutions in over-the-counter markets. We estimate the fair value of our foreign currency forward contracts and interest rate and cross-currency swaps using expected future cash flows based on the instruments' contract terms and published forward prices for foreign currency exchange and interest rates. We apply present value techniques and LIBOR-basedLIBOR or EURIBOR-based discount rates to convert the expected future cash flows to the current fair value of the instruments.
We estimate the fair value of our foreign currency collars using standard option pricing models with inputs based on the options' contract terms, such as exercise price and maturity, and readily available public market data, such as foreign exchange prices, foreign exchange volatility levels and discount rates.
We estimate the fair value of our fuel swaps using expected future cash flows based on the swaps' contract terms and forward prices. We derive forward prices from forward fuel curves based on pricing inputs provided by third-party institutions that transact in the fuel indices we hedge. We validate these pricing inputs against actual market transactions and published price quotes for similar assets. We apply present value techniques and LIBOR-based discount rates to convert the expected future cash flows to the current fair value of the instruments. We also corroborate our fair value estimates using valuations provided by our counterparties.
We estimate the fair value for our fuel call options based on the prevailing market price for the instruments consisting of published price quotes for similar assets based on recent transactions in an active market.
We adjust the valuation of our derivative financial instruments to incorporate credit risk.
We believe it is unlikely that materially different estimates for the fair value of our foreign currency forward contracts and interest rate cross-currency and fuel swaps and options would be derived from other appropriate valuation models using similar assumptions, inputs or conditions suggested by actual historical experience.
Contingencies—Litigation
On an ongoing basis, we assess the potential liabilities related to any lawsuits or claims brought against us. While it is typically very difficult to determine the timing and ultimate outcome of such actions, we use our best judgment to determine if it is probable that we will incur an expense related to the settlement or final adjudication of such matters and whether a reasonable estimation of such probable loss, if any, can be made. In assessing probable losses, we take into consideration estimates of the amount of insurance recoveries, if any, which are recorded as assets when recoverability is probable. We accrue a liability when we believe a loss is probable and the amount of loss can be reasonably estimated. Due to the inherent uncertainties related to the eventual outcome of litigation and potential insurance recoveries, it is possible that certain matters may be resolved for amounts materially different from any provisions or disclosures that we have previously made.
Seasonality
Our revenues are seasonal based on demand for cruises. Demand is strongest for cruises during the Northern Hemisphere's summer months and holidays. In order to mitigate the impact of the winter weather in the Northern Hemisphere and to capitalize on the summer season in the Southern Hemisphere, our brands have focused on deployment to the Caribbean, Asia and Australia during that period.

41


Financial Presentation
Description of Certain Line Items
Revenues
Our revenues are comprised of the following:
Passenger ticket revenues, which consist of revenue recognized from the sale of passenger tickets and the sale of air transportation to and from our ships; and
Onboard and other revenues, which consist primarily of revenues from the sale of goods and/or services onboard our ships not included in passenger ticket prices, cancellation fees, sales of vacation protection insurance and pre- and post-cruise tours. Additionally, revenue related to Pullmantur's travel agency network, land-based tours and air charter business to third parties are included in Onboard and other revenues through March 31, 2014, the date of the sale of Pullmantur's non-core businesses. Onboard and other revenues also includes revenues we receive from independent third-party concessionaires that pay us a percentage of their revenues in exchange for the right to provide selected goods and/or services onboard our ships, as well as revenues received for our bareboat charter, procurement and management related services we perform on behalf of our unconsolidated affiliates.
Cruise Operating Expenses
Our cruise operating expenses are comprised of the following:
Commissions, transportation and other expenses, which consist of those costs directly associated with passenger ticket revenues, including travel agent commissions, air and other transportation expenses, port costs that vary with passenger head counts and related credit card fees;

Onboard and other expenses, which consist of the direct costs associated with onboard and other revenues, including the costs of products sold onboard our ships, vacation protection insurance premiums, costs associated with pre- and post-cruise tours and related credit card fees as well as the minimal costs associated with concession revenues, as the costs are mostly incurred by third-party concessionaires and costs incurred for the procurement and management related services we perform on behalf of our unconsolidated affiliates;
Payroll and related expenses, which consist of costs for shipboard personnel (costs associated with our shoreside personnel are included in Marketing, selling and administrative expenses);
Food expenses, which include food costs for both guests and crew;
Fuel expenses, which include fuel and related delivery, storage and storageemission consumable costs includingand the financial impact of fuel swap agreements; and
Other operating expenses, which consist primarily of operating costs such as repairs and maintenance, port costs that do not vary with passenger head counts, vessel related insurance, entertainment and gains and/or losses related to the sale of our ships, if any. Additionally, costs associated with Pullmantur's travel agency network, land-based tours and air charter business to third parties are included in Other operating expenses through March 31, 2014, the date of the sale of Pullmantur's non-core businesses.
We do not allocate payroll and related expenses, food expenses, fuel expenses or other operating expenses to the expense categories attributable to passenger ticket revenues or onboard and other revenues since they are incurred to provide the total cruise vacation experience.

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Selected Operational and Financial Metrics
We utilize a variety of operational and financial metrics which are defined below to evaluate our performance and financial condition. As discussed in more detail herein, certain of these metrics are non-GAAP financial measures. These non-GAAP financial measures whichare provided along with the related GAAP financial measures as we believe they provide useful information to investors as a supplement to our consolidated financial statements, which are prepared and presented in accordance with GAAP. The presentation of non-GAAP financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
Adjusted Earnings per Share ("Adjusted EPS") represents Adjusted Net Income attributable to Royal Caribbean Cruises Ltd. divided by weighted average shares outstanding or by diluted weighted average shares outstanding, as applicable. We believe that this non-GAAP measure is meaningful when assessing our performance on a comparative basis.
Adjusted Net Income attributable to Royal Caribbean Cruises Ltd. ("Adjusted Net Income") represents net income less net income attributable to noncontrolling interest excluding certain items that we believe adjusting for is meaningful when assessing our performance on a comparative basis. For the periods presented, these items included (i) the impairment ofloss related to Skysea Holding, (ii) the Pullmantur related assets, restructuringimpairment loss and related impairment charges, other costs related to the exit of our profitability initiatives,tour operations business, (iii) the estimatedtransaction costs related to the Silversea Cruises acquisition, (iv) the amortization of the Silversea Cruises intangible assets resulting from the acquisition, (v) the noncontrolling interest adjustment to exclude the impact of the divested Pullmantur non-core businesses for periods prior tocontractual accretion requirements associated with the sales transaction, the loss recognized on the sale of Celebrity Century, put option held by Silversea Cruises Group Ltd.'s noncontrolling interest, (vi) the impact of the change in our voyage proration methodology andaccounting principle related to the reversalrecognition of a deferred tax asset valuation allowance duestock-based compensation expense from the graded attribution method to Spanish tax reform. The estimated impactthe straight-line attribution method for time-based stock awards, (vii) the net loss related to the elimination of the divested Pullmantur non-core businesses was arrived at by adjustingreporting lag, (viii) the net income (loss) of these businesses for the ownership percentage we retained, as well as, for intercompany transactions that are no longer eliminated in our consolidated statements of comprehensive income (loss) subsequentgain related to the sales transaction. For the full year 2014, the impact51% sale of the voyage proration change represents net income that would have been recognized in 2013 had we recognized revenuesPullmantur and cruise operating expenses on a pro-rata basis for all voyages.CDF Croisières de France ("CDF") brands, (ix) the restructuring charges and other initiative costs related to our Pullmantur right-sizing strategy and (x) other restructuring initiatives.
Available Passenger Cruise Days ("APCD") is our measurement of capacity and represents double occupancy per cabin multiplied by the number of cruise days for the period.period, which excludes canceled cruise days and drydock days. We use this measure to perform capacity and rate analysis to identify our main non-capacity drivers that cause our cruise revenue and expenses to vary.
Gross Cruise Costs represent the sum of total cruise operating expenses plus marketing, selling and administrative expenses. For the periods presented, Gross Cruise Costs exclude the impairment loss and other costs related to the exit of our tour operations business, the transaction costs related to the Silversea Cruises acquisition, the impact of the

change in accounting principle related to the recognition of stock-based compensation expense from the graded attribution method to the straight-line attribution method for time-based stock awards and restructuring charges, which were included within Marketing, selling and administrative expenses.
Gross Yields represent total revenues per APCD.
Net Cruise Costs and Net Cruise Costs Excluding Fuel represent Gross Cruise Costs excluding commissions, transportation and other expenses and onboard and other expenses and, in the case of Net Cruise Costs Excluding Fuel, fuel expenses (each of which is described above under the Description of Certain Line Items heading). In measuring our ability to control costs in a manner that positively impacts net income, we believe changes in Net Cruise Costs and Net Cruise Costs Excluding Fuel to be the most relevant indicators of our performance. A reconciliation of historical Gross Cruise Costs to Net Cruise Costs and Net Cruise Costs Excluding Fuel is provided below under Results of OperationsOperations. . We have not provided a quantitative reconciliation of projected Gross Cruise Costs to projectedFor the periods presented, Net Cruise Costs and projected Net Cruise Costs Excluding Fuel dueexcludes thenet gain related to the significant uncertainty in projecting the costs deducted to arrive at these measures. Accordingly, we do not believe that reconciling information for such projected figures would be meaningful. For the periods prior to the51% sale of the Pullmantur non-core businesses, Net Cruise Costs excludes the estimated impact of these divested businesses. Net Cruise Costs also excludesand CDF brands, restructuring charges and other initiative costs reported within Cruise operating expensesrelated to our Pullmantur right-sizing strategy and Marketing, selling and administrative expenses, as well as the loss recognized on the sale of Celebrity Century included within Other operating expenses.other restructuring initiatives.
Net Revenues represent total revenues less commissions, transportation and other expenses and onboard and other expenses (each of which is described above under the Description of Certain Line Items heading). For the periods prior to the sale of the Pullmantur non-core businesses, we have presented Net Revenues excluding the estimated impact of these divested businesses in the financial tables under Results of Operations.
Net Yields represent Net Revenues per APCD. We utilize Net Revenues and Net Yields to manage our business on a day-to-day basis as we believe that it isthey are the most relevant measuremeasures of our pricing performance because it reflectsthey reflect the cruise revenues earned by us net of our most significant variable costs, which are commissions, transportation and other expenses and onboard and other expenses. A reconciliation of historical Gross Yields to Net Yields is provided

43


below under Results of Operations. We have not provided a quantitative reconciliation of projected Gross Yields to projected Net Yields due to the significant uncertainty in projecting the costs deducted to arrive at this measure. Accordingly, we do not believe that reconciling information for such projected figures would be meaningful. For the periods priorpresented, Net Yields excludes initiative costs related to the sale of the Pullmantur non-core businesses, Net Yields excludes the estimated impact of these divested businesses.and CDF brands.
Occupancy, in accordance with cruise vacation industry practice, is calculated by dividing Passenger Cruise Days by APCD. A percentage in excess of 100% indicates that three or more passengers occupied some cabins.
Passenger Cruise Days represent the number of passengers carried for the period multiplied by the number of days of their respective cruises.
We believe Net Yields, Net Cruise Costs and Net Cruise Costs Excluding Fuel are our most relevant non-GAAP financial measures. However, a significant portion of our revenue and expenses are denominated in currencies other than the United States dollar. Because our reporting currency is the United States dollar, the value of these revenues and expenses can be affected by changes in currency exchange rates. Although such changes in local currency prices isare just one of many elements impacting our revenues and expenses, itthey can be an important element. For this reason, we also monitor Net Yields, Net Cruise Costs and Net Cruise Costs Excluding Fuel as if the current periods'period's currency exchange rates had remained constant with the comparable prior periods'period's rates, or on a "Constant Currency" basis.
It should be emphasized that Constant Currency is primarily used for comparing short-term changes and/or projections. Changes in guest sourcing and shifting the amount of purchases between currencies can change the impact of the purely currency-based fluctuations.
The use of certain significant non-GAAP measures, such as Net Yields, Net Cruise Costs and Net Cruise Costs Excluding Fuel, allows us to perform capacity and rate analysis to separate the impact of known capacity changes from other less predictable changes which affect our business. We believe these non-GAAP measures provide expanded insight to measure revenue and cost performance in addition to the standard United States GAAP based financial measures. There are no specific rules or regulations for determining non-GAAP and Constant Currency measures, and as such, there exists the possibility that they may not be comparable to other companies within the industry.

We have not provided a quantitative reconciliation of (i) projected Total revenues to projected Net Revenues, (ii) projected Gross Yields to projected Net Yields, (iii) projected Gross Cruise Costs to projected Net Cruise Costs and projected Net Cruise Costs Excluding Fuel and (iv) projected Net Income attributable to Royal Caribbean Cruises Ltd. and Earnings per Share to projected Adjusted Net Income and Adjusted Earnings per Share because preparation of meaningful GAAP projections of Total revenues, Gross Yields, Gross Cruise Costs, Net Income attributable to Royal Caribbean Cruises Ltd. and Earnings per Share would require unreasonable effort. Due to significant uncertainty, we


44

Tableare unable to predict, without unreasonable effort, the future movement of Contentsforeign exchange rates, fuel prices and interest rates inclusive of our related hedging programs. In addition, we are unable to determine the future impact of restructuring expenses or other non-core business related gains and losses which may result from strategic initiatives. These items are uncertain and could be material to our results of operations in accordance with GAAP. Due to this uncertainty, we do not believe that reconciling information for such projected figures would be meaningful.


Executive Overview
The year 2015 marked the second year of our four year Double-Double program (Double-Double) and we remain on track to accomplish our goal of doubling 2014 Adjusted Earnings per Share and achieving double-digit Return on Invested Capital by 2017. The Company’s long term commitment to grow revenue yields, manage costs, and maintain steady capacity growth continues to guide us towards Double-Double.

Our 20152018 net income was $665.8 million,$1.8 billion, or $3.02$8.56 per diluted share, compared to $764.1 million,$1.6 billion, or $3.43$7.53 per diluted share, in 2014. Net income for 2015 includes a non-cash impairment charge of $399.3 million related to Pullmantur’s intangible assets and certain long-lived assets.2017. Adjusted Net Income for 20152018 was $1.1$1.9 billion, or $4.83$8.86 per diluted share, compared to $755.7 million,$1.6 billion, or $3.39$7.53 per diluted share, in 2014. The2017. Adjusted EPS for 2018 represents the fifth straight year 2015 was another record year for our Company as adjustedwe achieved double digit earnings grew by more than 40% year-over-year for the second consecutive year. Additionally, constant currency net yields increased for the sixth consecutive year.growth with an 18% increase compared to 2017.

The Company grew 2015Additionally, Net Yields by 3.5% on a Constant-Currency basis mainly due toincreased for the increaseninth consecutive year. For the year ended December 31, 2018, our Net Yields on a Constant-Currency basis increased by 4.4%, primarily driven by increases in passenger ticket revenues. The delivery of Quantum of the Seas in late 2014 and her move to China in June 2015 generated recordboth ticket and onboard yields. China was one of our highest yielding products in 2015 despite considerable industry capacity growth, the MERS outbreak in South Korea and several typhoons. European itineraries also proved to be resilient in spite of the politcal instability in Greece, Turkey and Northern Africa. The Caribbean began to see improved demand and a more favorable pricing environment beginning in the spring of 2015. In particular, peak summer pricing for Caribbean itineraries was particularly strong. On the other hand, the Latin American market has experienced significant volatility and the currencies of the core Latin American economies have materially depreciated versus the US dollar, negatively impacting our results of operations.

The world’s currencies weakening relative to the US dollar had an unfavorable impact on the value of our earnings in foreign currencies and negatively impacted onboard spending for our international markets, except for the Asian market, where Quantum of the Seas had record settingNet onboard revenue yieldsyield in the summer2018 grew by 5.1% year-over-year on a Constant Currency basis. Growth came from a variety of 2015. As we head into 2016, we continue to focusrevenue enhancing initiatives, including beverage package sales and promotions, gaming initiatives and new strategies and promotions on our beverage packages,shore excursions, specialty restaurants internet packages and shore excursions to strengthen our onboard yields.

Internet services.
We remain dedicated to finding efficiencies, identifying synergies and improvingreducing costs, while at the same time, focusing on strategic spending by investinginvestments in areas that will boost revenue. In 2015,2018, our Net Cruise Costs Excluding Fuel declined 0.6% for the yearincreased by 4.1% on a Constant Currency basis compared to 2014. Going into 2016, we expect that non-fuel costs will be up slightly for the year as we strategically focus on increasing customer-facing venues and revenue generating technologies, spending ‘smart’ marketing dollars, growing our business in China and growing our direct business.

Due to the weakness in Latin America described above, during the third quarter of 2015, we made a decision to significantly change our Pullmantur strategy from growing the brand through vessel transfers to a right-sizing strategy. This right-sizing strategy includes reducing our exposure to Latin America, refocusing on the brand’s core market of Spain and reducing the size of Pullmantur’s fleet. Consequently, our change in strategy led to a non-cash impairment charge of $399.3 million, net of a $12.0 million deferred tax benefit, during the third quarter of 2015, primarily related to its goodwill, its trademark and trade names and a reduction in the carrying value of select vessels in the Pullmantur fleet.

2017.
The Company remains focused on improving returns for our shareholders. In September 2015,2018, we bought back $575 million shares of common stock and we have $700 million remaining under our $1.0 billion share repurchase program that was announced in May 2018. Consistent with our earnings growth, we also announced a 25%17% increase to our common stock dividend, increase, followed by our announcement in October 2015 ofsixth consecutive year with a $500 million stock repurchase program, including a $200 million accelerated stock repurchase that was completed in November 2015.

dividend increase.
For the year 2016,first time in our history, in 2018, three of our Global Brands each welcomed a ship. Royal Caribbean International welcomed newbuild Symphony of the Seas in March; Azamara Club Cruises welcomed Azamara Pursuit in September; and Celebrity Cruises welcomed newbuild Celebrity Edge in November. Also in 2018, TUI Cruises, our 50% joint venture, took delivery of a new Mein Schiff 1.
In addition, in July 2018, we acquired a 66.7% equity stake in Silversea Cruises, an ultra-luxury and expedition cruise line with nine ships. This acquisition enhances our presence in the ultra-luxury and expedition markets and provide us with an opportunity to drive long-term capacity growth in these markets.
In 2019, we expect our capacity to increase by 8.6% as each of the ships added to our Global Brands' fleet in 2018 will have it first full year of sailings. In addition, our Royal Caribbean capacitybrand will be up slightly due in partwelcome Spectrum of the Seas, our first ship tailored to the introduction of a year-round Quantum-class ship in the NortheastChinese market, which will augmentexpand our two year-round Oasis-class ships in South Florida. We expect capacity in Europe will be up 4% year-over-year for the Company as we intendcommitment to make a few hardware changes including the debut of Harmony of the Seas inthat market. In the second quarter of 2016. The Asia Pacific region2019, our Celebrity Cruises brand will welcome Celebrity Flora, the brand's first newbuild designed specifically for the Galapagos Islands. Additionally, we will have our first full year with Silversea Cruises and will launch Perfect Day at CocoCay in Spring 2019, the first development in our Perfect Day Island Collection.

45


is expected to have a 33% increase in capacity year-over-year primarily due toFrom an offering perspective, we are expanding our short Caribbean program that includes the debut ofnewly modernized OvationMariner of the Seas expected in April 2016.and the soon-to-be modernized Navigator of the Seas. We intendare also improving our Alaska itineraries to have nineinclude larger ships in the region in 2016 compared to eight ships in 2015.

Additionally, we orderedfor both our fourth and fifth Royal Caribbean International Quantum-class ships for deliveryand Celebrity Cruises brands. Additionally, Silversea Cruises' newest ship, the Silver Muse, will be in 2019Alaska and 2020, respectively, and expect delivery of Celebrity’s two new Project Edge ships and Royal Caribbean International's fourth Oasis-class ship in 2018, 2020, and 2018, respectively.

In addition to investing in new hardware, we opportunistically evaluate selling or transferring older ships to further optimize our fleet. Since 2014, weAzamara will have engaged in three transactions that are expected to improve our return on invested capital - the sale of its first Alaskan seasonCelebrityCentury to a subsidiary of Skysea Holding, the sale of Ocean Dream to an unrelated third party and the pending sale of Splendour of the Seas to TUI Cruises..



46


Results of Operations
In addition to the items discussed above under "Executive Overview," significant items for 20152018 include:
Our Net Income attributable to Royal Caribbean Cruises Ltd. and Adjusted Net Income for the year ended December 31, 2018 was $1.8 billion and $1.9 billion, or $8.56 and $8.86 per share on a diluted basis, respectively, as compared to both Net Income attributable to Royal Caribbean Cruises Ltd. and Adjusted Net Income of $1.6 billion, or $7.53 per share on a diluted basis, respectively, for the year ended December 31, 2017.
Total revenues, excluding the effect of changes in foreign currency rates, increased by $704.9 million for the year ended December 31, 2018 compared to the same period in 2017 primarily due to an increase in capacity and an increase in ticket prices and onboard spending on a per passenger basis, which are further discussed below.
The effect of changes in foreign currency exchange rates related to our passenger ticket and onboard and other revenue transactions, anddenominated in currencies other than the United States dollar, resulted in an increase in total revenues of $11.1 million for the year ended December 31, 2018 compared to the same period in 2017.
Total cruise operating expenses, excluding the effect of changes in foreign currency rate, increased by $357.5 million for the year ended December 31, 2018 compared to the same period in 2017, primarily due to an increase in capacity, which is further discussed below.
The effect of changes in foreign currency exchange rates related to our cruise operating expenses, denominated in currencies other than the USUnited States dollar, resulted in a decrease toan increase in total revenuesoperating expenses of $384.4$8.1 million for the year ended December 31, 20152018 compared to the same period in 20142017.
On July 31, 2018, we acquired a 66.7% equity stake in Silversea Cruises for $1.02 billion in cash and a decreasecontingent consideration payable upon achievement of certain 2019-2020 performance metrics by Silversea Cruises. Due to cruise operating expensesthe three-month reporting lag, our consolidated results of $157.6 millionoperations for the year ended December 31, 2015 compared to the same period in 2014;
Total revenues2018 only include results for August and total expenses decreased $38.1 million and $40.4 million, respectively,September 2018 for the year ended December 31, 2015 compared to the same period in 2014 due to sale of Pullmantur's non-core businesses in 2014.
Total revenues, excluding the unfavorable effect of changes in foreign currency exchange rates and the decrease in revenues from the sale of Pullmantur's non-core businesses discussed above, increased 8.0% for the year ended December 31, 2015 compared to the same period in 2014 primarily due to an increase in overall capacity and ticket prices.
Total Cruise operating expenses, excluding the favorable effect of changes in foreign currency exchange rates and the decrease in cruise operating expenses from the sale of Pullmantur's non-core businesses discussed above, remained consistent for the year ended December 31, 2015 as compared to the same period in 2014.

As of September 30, 2014, we changed our voyage proration methodology and recognized passenger ticket revenues, revenues from onboard and other goods and services and all associated cruise operating costs for all of our uncompleted voyages on a pro-rata basis. The effect of the change is an increase to net income of $53.2 million for the year ended December 31, 2014.Silversea Cruises. Refer to Note 2.1. Summary of Significant Accounting PoliciesGeneral and Note 3. Business Combination to our consolidated financial statements under Item 8. Financial Statements and Supplementary Datafor further information.information on the three-month reporting lag and the Silversea Cruises acquisition.

Other Itemsitems for 2018 include:
In March 2015,2018, we announced the pending saletook delivery of SplendourSymphony of the Seasto TUI Cruises GmbH, our 50%-owned joint venture. The sale for €188 million is scheduled to be completed in April 2016 in order to retain. To finance the future revenues to be generated for sailings through that date. After the sale, TUI Cruises will lease the ship to Thomson Cruises,purchase, we borrowed $1.2 billion under a subsidiary of TUI AG, which will operate the ship.previously committed unsecured term loan. Refer to Note 6.9. Debt to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information. The ship entered service at the end of the first quarter of 2018.
In March 2018, we completed the purchase of Azamara Pursuit, which entered service during the third quarter of 2018.
In April 2018, TUI Cruises, our 50% joint venture, took delivery of a new Mein Schiff 1 and also sold the original Mein Schiff 1 to an affiliate of TUI AG. Due to the sale of the original Mein Schiff 1, we recognized a gain of $21.8 million for the year ended December 31, 2018 related to our deferred gain from the 2009 sale of this ship to TUI Cruises. Refer to Note 8. Other Assets to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information.
In April 2015,October 2018, we took delivery of Anthem of the Seas.Celebrity Edge. To finance the purchase, we borrowed $742.1$729.0 million under a previously committed 12-year unsecured term loan, which is 95% guaranteed by Hermes.loan. Refer to Note 7.9. Long-Term Debt to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information.
During 2015, we entered into agreements with Meyer Werft to build the fourth and fifth Quantum-class ships for Royal Caribbean International. Additionally, we entered into agreements with STX France to build two ships of a new generation of Celebrity Cruises ships, known as "Project Edge." Refer to Note 15. Commitments and Contingencies to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information.
In June 2015, we amended and restated our $1.1 billion unsecured revolving credit facility originally due July 2016 and in October 2015, we received increased lender commitments of $300.0 million. Additionally, in July 2015, we also amended our $1.2 billion unsecured revolving credit facility due August 2018. At the same time, we amended our $380.0 million, €365.0 million, $290.0 million and $65.0 million unsecured term loans due at various dates from 2016 through 2019. Refer to Note 7. Long-term Debt to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information.

47


In 2015, TUI Cruises, our 50% joint venture, took delivery of Mein Schiff 4. Also, TUI Cruises placed orders with Meyer Turku to build two new ships. The ships will each have a capacity of approximately 2,850 berths and are expected to enter service during each of 2018 and 2019. Refer to Note 6. Other Assets to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information. The ship entered service in December 2018.
For the year ended December 31, 2018, we recognized an impairment loss of $23.3 million related to the Skysea Holding investment, debt facility and other receivables due, which is reported within Other income

(expense) within our consolidated statements of comprehensive income (loss). Refer to Note 8. Other Assets to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information on the impairment.
We reported total revenues, operating income, net income,Net Income attributable to Royal Caribbean Cruises Ltd, Adjusted Net Income, earnings per share and Adjusted Earnings per Share as shown in the following table (in thousands, except per share data):
 Year Ended December 31,
 2015 2014 2013
Adjusted Net Income$1,065,066
 $755,729
 $539,224
Net income665,783
 764,146
 473,692
Net Adjustments to Net Income - Increase (Decrease)$399,283
 $(8,417) $65,532
Adjustments to Net Income:     
Impairment of Pullmantur related assets (1)
$399,283
 $
 $
Restructuring and related impairment charges
 4,318
 56,946
Other initiative costs
 21,211
 
Estimated impact of divested businesses prior to sales transaction
 11,013
 8,586
Loss on sale of ship included within other operating expenses
 17,401
 
Impact of voyage proration change (2)

 (28,877) 
Reversal of a deferred tax valuation allowance
 (33,483) 
Net Adjustments to Net Income - Increase (Decrease)$399,283
 $(8,417) $65,532
      
Basic:     
   Earnings per Share$3.03
 $3.45
 $2.16
   Adjusted Earnings per Share$4.85
 $3.41
 $2.46
      
Diluted:     
   Earnings per Share$3.02
 $3.43
 $2.14
   Adjusted Earnings per Share$4.83
 $3.39
 $2.44
      
Weighted-Average Shares Outstanding:     
Basic219,537
 221,658
 219,638
Diluted220,689
 223,044
 220,941
 Year Ended December 31,
 2018 2017 2016
Net Income attributable to Royal Caribbean Cruises Ltd.$1,811,042
 $1,625,133
 $1,283,388
Adjusted Net Income attributable to Royal Caribbean Cruises Ltd.1,873,363
 1,625,133
 1,314,689
Net Adjustments to Net Income attributable to Royal Caribbean Cruises Ltd. - Increase$62,321
 $
 $31,301
Adjustments to Net Income attributable to Royal Caribbean Cruises Ltd.:     
Impairment loss related to Skysea Holding (1)
$23,343
 $
 $
Impairment and other costs related to exit of tour operations business (2)
11,255
 
 
Transaction costs related to the Silversea Cruises acquisition (3)
31,759
 
 
Amortization of Silversea Cruises intangible assets resulting from the acquisition (3)
2,046
 
 
Noncontrolling interest adjustment (4)
3,156
 
 
Impact of change in accounting principle (5)
(9,238) 
 
Net loss related to the elimination of the Pullmantur reporting lag
 
 21,656
Net gain related to the sale of the Pullmantur and CDF Croisières de France brands
 
 (3,834)
Restructuring charges
 
 8,452
Other initiative costs
 
 5,027
Net Adjustments to Net Income attributable to Royal Caribbean Cruises Ltd. - Increase$62,321
 $
 $31,301
      
Basic:     
   Earnings per Share$8.60
 $7.57
 $5.96
   Adjusted Earnings per Share$8.90
 $7.57
 $6.10
      
Diluted:     
   Earnings per Share$8.56
 $7.53
 $5.93
   Adjusted Earnings per Share$8.86
 $7.53
 $6.08
      
Weighted-Average Shares Outstanding:     
Basic210,570
 214,617
 215,393
Diluted211,554
 215,694
 216,316
(1)
Refer to Note 8. Other Assets to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for information on the impairment loss related to Skysea Holding.
(2)
In 2014, we created a tour operations business that focused on developing, marketing and selling land based tours around the world through an e-commerce platform. During the second quarter of 2018, we decided to cease operations and exit this business. As a result, we incurred exit costs, primarily consisting of fixed asset impairment charges and severance expense.
(3)
Refer to Note 3. Business Combination to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for information on the Silversea Cruises acquisition.

(1) Includes a net deferred income tax benefit of $12.0 million related to the Pullmantur impairment.

(2) Represents the net income amount that would have been recognized in 2013 had we recognized revenues and cruise operating expenses on a pro-rata basis for all voyages.




48


(4)
Adjustment made to exclude the impact of the contractual accretion requirements associated with the put option held by Silversea Cruises Group Ltd.'s noncontrolling interest. Refer to Note 10. Noncontrolling Interest to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information on noncontrolling interest.
(5)
In January 2018, we elected to change our accounting policy for recognizing stock-based compensation expense from the graded attribution method to the straight-line attribution method for time-based stock awards. Refer to Note 2. Summary of Significant Accounting Policies to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information on our accounting policy.
The following table presents operating results as a percentage of total revenues for the last three years:
Year Ended December 31,Year Ended December 31,
2015 2014 20132018 2017 2016
Passenger ticket revenues73.0 % 73.0 % 71.9 %71.5 % 71.9 % 72.4 %
Onboard and other revenues27.0 % 27.0 % 28.1 %28.5 % 28.1 % 27.6 %
Total revenues100.0 % 100.0 % 100.0 %100.0 % 100.0 % 100.0 %
Cruise operating expenses:          
Commissions, transportation and other16.9 % 17.0 % 16.5 %15.1 % 15.5 % 15.9 %
Onboard and other6.7 % 7.2 % 7.1 %5.7 % 5.6 % 5.8 %
Payroll and related10.4 % 10.5 % 10.6 %9.7 % 9.7 % 10.4 %
Food5.8 % 5.9 % 5.9 %5.5 % 5.6 % 5.7 %
Fuel9.6 % 11.7 % 11.6 %7.5 % 7.8 % 8.4 %
Other operating12.1 % 13.3 % 14.9 %12.0 % 11.5 % 12.8 %
Total cruise operating expenses61.4 % 65.7 % 66.7 %55.4 % 55.8 % 59.0 %
Marketing, selling and administrative expenses13.1 % 13.0 % 13.1 %13.7 % 13.5 % 13.0 %
Depreciation and amortization expenses10.0 % 9.6 % 9.5 %10.9 % 10.8 % 10.5 %
Impairment of Pullmantur related assets5.0 %  %  %
Restructuring and related impairment charges % 0.1 % 0.7 %
Operating income10.5 % 11.7 % 10.0 %20.0 % 19.9 % 17.4 %
Other expense(2.5)% (2.2)% (4.1)%
Net income8.0 % 9.5 % 6.0 %
Other income (expense):     
Interest income0.3 % 0.3 % 0.2 %
Interest expense, net of interest capitalized(3.5)% (3.4)% (3.6)%
Equity investment income2.2 % 1.8 % 1.5 %
Other income (expense)0.1 % (0.1)% (0.4)%
(0.8)% (1.4)% (2.3)%
Net Income19.1 % 18.5 % 15.1 %
Less: Net Income attributable to noncontrolling interest0.1 %  %  %
Net Income attributable to Royal Caribbean Cruises Ltd.19.1 % 18.5 % 15.1 %
Selected statistical information is shown in the following table:
 Year Ended December 31,
 
2018 (1)
 2017 
2016 (2)
Passengers Carried6,084,201
 5,768,496
 5,754,747
Passenger Cruise Days41,853,052
 40,033,527
 40,250,557
APCD38,425,304
 36,930,939
 37,844,644
Occupancy108.9% 108.4% 106.4%

 Year Ended December 31,
 2015 2014 2013
Passengers Carried5,401,899
 5,149,952
 4,884,763
Passenger Cruise Days38,523,060
 36,710,966
 35,561,772
APCD36,646,639
 34,773,915
 33,974,852
Occupancy105.1% 105.6% 104.7%
(1)
Due to the three-month reporting lag, these amounts only include August and September 2018 amounts for Silversea Cruises. Refer to Note 1. General and Note 3. Business Combination to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information on the three-month reporting lag and the Silversea Cruises acquisition.
(2)
These amounts do not include November and December 2015 amounts for Pullmantur as the net Pullmantur result for those months was included within Other expense in our consolidated statements of comprehensive income (loss) for the year ended December 31, 2016, as a result of the elimination of the Pullmantur reporting lag, and did not affect Gross Yields, Net Yields, Gross Cruise Costs,


Net Cruise Costs and Net Cruise Costs Excluding Fuel. Additionally, effective August 2016, we no longer include Pullmantur Holdings in these amounts.










49


Gross Yields and Net Yields were calculated as follows (in thousands, except APCD and Yields):
Year Ended December 31,Year Ended December 31,
2015 2015
On a
Constant
Currency
basis
 2014 20132018 2018
On a
Constant
Currency
basis
 2017 2016
Passenger ticket revenues$6,058,821
 $6,392,389
 $5,893,847
 $5,722,718
$6,792,716
 $6,784,937
 $6,313,170
 $6,149,323
Onboard and other revenues2,240,253
 2,291,067
 2,180,008
 2,237,176
2,701,133
 2,697,798
 2,464,675
 2,347,078
Total revenues8,299,074
 8,683,456
 8,073,855
 7,959,894
9,493,849
 9,482,735
 8,777,845
 8,496,401
Less:              
Commissions, transportation and other1,400,778
 1,471,291
 1,372,785
 1,314,595
1,433,739
 1,432,267
 1,363,170
 1,349,677
Onboard and other553,104
 576,544
 582,750
 568,615
537,355
 536,941
 495,552
 493,558
Net revenues including divested businesses6,345,192
 6,635,621
 6,118,320
 6,076,684
Net revenues including other initiative costs7,522,755
 7,513,527
 6,919,123
 6,653,166
Less:              
Net revenues related to divested businesses prior to sales transaction
 
 35,656
 218,350
Other initiative costs included within Net Revenues
 
 
 (2,230)
Net Revenues$6,345,192
 $6,635,621
 $6,082,664
 $5,858,334
$7,522,755
 $7,513,527
 $6,919,123
 $6,655,396
              
APCD36,646,639
 36,646,639
 34,773,915
 33,974,852
38,425,304
 38,425,304
 36,930,939
 37,844,644
Gross Yields$226.46
 $236.95
 $232.18
 $234.29
$247.07
 $246.78
 $237.68
 $224.51
Net Yields$173.15
 $181.07
 $174.92
 $172.43
$195.78
 $195.54
 $187.35
 $175.86


50


Gross Cruise Costs, Net Cruise Costs and Net Cruise Costs Excluding Fuel were calculated as follows (in thousands, except APCD and costs per APCD):
 Year Ended December 31,
 2018 2018 On a
Constant
Currency
basis
 2017 2016
Total cruise operating expenses$5,262,207
 $5,254,105
 $4,896,579
 $5,015,539
Marketing, selling and administrative expenses (1) (2)
1,269,368
 1,264,509
 1,186,016
 1,100,290
Gross Cruise Costs6,531,575
 6,518,614
 6,082,595
 6,115,829
Less:       
Commissions, transportation and other1,433,739
 1,432,267
 1,363,170
 1,349,677
Onboard and other537,355
 536,941
 495,552
 493,558
Net Cruise Costs including other initiative costs4,560,481
 4,549,406
 4,223,873
 4,272,594
Less:       
Net gain related to the sale of Pullmantur and CDF Croisières de France brands included within other operating expenses
 
 
 (3,834)
Other initiative costs included within cruise operating expenses and marketing, selling and administrative expenses
 
 
 2,433
Net Cruise Costs4,560,481
 4,549,406
 4,223,873
 4,273,995
Less:       
Fuel (3)
710,617
 710,621
 681,118
 713,252
Net Cruise Costs Excluding Fuel$3,849,864
 $3,838,785
 $3,542,755
 $3,560,743
        
APCD38,425,304
 38,425,304
 36,930,939
 37,844,644
Gross Cruise Costs per APCD$169.98
 $169.64
 $164.70
 $161.60
Net Cruise Costs per APCD$118.68
 $118.40
 $114.37
 $112.94
Net Cruise Cost Excluding Fuel per APCD$100.19
 $99.90
 $95.93
 $94.09

 Year Ended December 31,
 2015 2015 On a
Constant
Currency
basis
 2014 2013
Total cruise operating expenses$5,099,393
 $5,257,018
 $5,306,281
 $5,305,270
Marketing, selling and administrative expenses1,086,504
 1,122,977
 1,048,952
 1,044,819
Gross Cruise Costs6,185,897
 6,379,995
 6,355,233
 6,350,089
Less:       
Commissions, transportation and other1,400,778
 1,471,291
 1,372,785
 1,314,595
Onboard and other553,104
 576,544
 582,750
 568,615
Net Cruise Costs including divested businesses4,232,015
 4,332,160
 4,399,698
 4,466,879
Less:       
Net Cruise Costs related to divested businesses prior to sales transaction
 
 47,854
 224,864
Other initiative costs included within cruise operating expenses and marketing, selling and administrative expenses
 
 18,972
 
Loss on sale of ship included within other operating expenses
 
 17,401
 
Net Cruise Costs4,232,015
 4,332,160
 4,315,471
 4,242,015
Less:       
Fuel795,801
 803,289
 947,391
 924,414
Net Cruise Costs Excluding Fuel$3,436,214
 $3,528,871
 $3,368,080
 $3,317,601
        
APCD36,646,639
 36,646,639
 34,773,915
 33,974,852
Gross Cruise Costs per APCD$168.80
 $174.09
 $182.76
 $186.91
Net Cruise Costs per APCD$115.48
 $118.21
 $124.10
 $124.86
Net Cruise Cost Excluding Fuel per APCD$93.77
 $96.29
 $96.86
 $97.65
(1)
For the year ended December 31, 2018, the amount does not include transaction costs related to the Silversea Cruises acquisition of $31.8 million, the impairment and other costs related to the exit of our tour operations business of $11.3 million and the impact of the change in accounting principle of $9.2 million related to the recognition of stock-based compensation expense. Refer to Note 2. Summary of Significant Accounting Policies to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information on the change in an accounting principle.
(2)For the year ended December 31, 2016, the amount does not include restructuring charges of $8.5 million.
(3)
For the year ended December 31, 2016, the amount does not include fuel expense of $0.4 million included within other initiative costs associated with the redeployment of Pullmantur’s Empress to the Royal Caribbean International brand.













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Outlook
The company does not make predictions about fuel pricing, interest rates or currency exchange rates but does provide guidance about its future business activities. On February 2, 2016,January 30, 2019, we announced the following initial full year and first quarter 20162019 guidance based on the then current fuel pricing, interest rates and currency exchange rates at that time:rates:
Full Year 20162019
 As Reported Constant Currency
Net YieldsFlat6.0% to up 2.0%8.0% 2.0%6.5% to 4.0%8.5%
Net Cruise Costs per APCD(2.5%)5.25% to (3.0%)5.75% (2.0%)5.5% to (2.5%)6.0%
Net Cruise Costs per APCD, excluding Fuel0.5% or less8.25% to 8.75% 1% or less8.5% to 9.0%
Capacity IncreaseChange6.3%8.6%  
Depreciation and Amortization$8981,245 to $908$1,255 million  
Interest Expense, net$282393 to $292$403 million  
Fuel Consumption (metric tons)1,409,0001,486,300  
Fuel Expenses$716690 million  
Percent Hedged (fwd consumption)66%58%  
Impact of 10% change in fuel pricesFuel Prices$1237 million
1% Change in Currency$21 million
1% Change in Net Yields$87 million
1% Change in NCC x Fuel$45 million
100 basis pt. Change in LIBOR$36 million  
Adjusted Earnings per Share — Diluted$5.909.75 to $6.10$10.00  
First quarter 2016Quarter 2019

As Reported
Constant Currency
Net YieldsApprox. 0.5%5.5% to 6.0% Approx. 4.0%7.5% to 8.0%
Net Cruise Costs per APCD0.5% or less6.5% to 7.0% 1.0% to 1.5%Approx. 7.5%
Net Cruise Costs per APCD, excluding Fuel3.5%9.0% to 4.0%9.5% 4.5% to 5.0%Approx. 10.0%
Capacity IncreaseChange5.0%10.8%  
Depreciation and Amortization$205289 to $215$293 million  
Interest Expense, net$5891 to $68$95 million  
Fuel Consumption (metric tons)341,000364,200  
Fuel Expenses$185163 million  
Percent Hedged (fwd consumption)70%57%  
Impact of 10% change in fuel pricesFuel Prices$2.89 million  
1% Change in Currency
$4 million
1% Change in Net Yields$19 million
1% Change in NCC x Fuel$12 million
100 basis pt. Change in LIBOR$6 million
Adjusted Earnings per Share DilutedApprox. $0.30$1.10  

Since our earnings release on February 2, 2016,January 30, 2019, bookings have remained encouraging and consistent with our previous expectations. Fuel prices and foreign currency exchange rates have fluctuated and are likely to continue to do so. Accordingly, except for the influence of fuel prices and foreign currency exchange rates, our forecast has remainedremains essentially unchanged.

Volatility in foreign currency exchange rates affects the USUnited States dollar value of our earnings. Based on our highest net exposure for each quarter and the full year 2016,2019, the top five foreign currencies are ranked below. For example, the Australian Dollar is the most impactful currency in the first and fourth quarters of 2016.2019. Rankings are based on estimated net exposures.

Ranking Q1 Q2 Q3 Q4 FY 2016YTD 2019
1 AUDGBPCNYAUD GBP
2 CADCNY GBP GBP  CNYAUDGBP
2CADCADCNHGBPAUD
3 GBP AUD EUR CNYEUR  AUDCAD
4  BRLCNHEUR CAD CAD CAD CADEUR
5  CNYEUR MXNCNH HKDAUD SGDCNH  EURCNH

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The currency abbreviations above are defined as follows:
Currency Abbreviation Currency
AUD Australian Dollar
BRLBrazilian Real
CAD Canadian Dollar
CNYCNH Chinese Yuan
EUR Euro
GBP British Pound
HKDHong Kong Dollar
MXNMexican Peso
SGDSingapore Dollar

Year Ended December 31, 20152018 Compared to Year Ended December 31, 20142017

In this section, references to 20152018 refer to the year ended December 31, 20152018 and references to 20142017 refer to the year ended December 31, 2014.

2017.
Revenues

Total revenues for 20152018 increased $225.2$716.0 million, or 2.8%8.2%, to $8.3$9.5 billion from $8.1$8.8 billion in 2014.

2017.
Passenger ticket revenues comprised 73.0%71.5% of our 20152018 total revenues. Passenger ticket revenues increased by $165.0$479.5 million, or 2.8%, to $6.1 billion in 20157.6% from $5.9 billion in 2014.2017. The increase was primarily due to:

a 5.4%4.0% increase in capacity, which increased Passenger ticket revenues by $317.4$255.5 million, net of the unfavorable impact of the change in our voyage proration. The increase in capacity was primarily due to the addition of AnthemSymphony of the Seas in the second quarter of 2018, Azamara Pursuit in the third quarter of 2018 and, to a lesser extent, QuantumCelebrity Edge in the fourth quarter of 2018 and the Silversea Cruises fleet, partially offset by the sale of Legend of the Seas in 2017 and additional dry dock days in 2018 compared to 2017. Additionally, 2017 includes the impact of canceled sailings from hurricane-related disruptions which entered servicedid not recur in April 2015 and October 2014, respectively; and2018;

an increase of $181.1$216.3 million in ticket prices primarily driven by higher pricing on Asia/Pacific and Europe sailings and the increase to our ticket price on a per passenger basis due to the addition of AnthemSymphony of the Seas, Azamara Pursuit, Celebrity Edge and Quantum of the Seas as well as higher pricing on Europe, Alaska and Caribbean sailings.

The increase in passenger ticket revenues wasSilversea Cruises fleet, partially offset by a decrease in pricing on Caribbean sailings; and
the unfavorablefavorable effect of changes in foreign currency exchange rates related to our revenue transactions denominated in currencies other than the USUnited States dollar of approximately $333.6$7.8 million.

The remaining 27.0%28.5% of 20152018 total revenues was comprised of Onboard and other revenues, which increased $60.2$236.5 million, or 2.8%9.6%. The increase in Onboard and other revenues was primarily due to:

a $111.3 million increase attributable to the 5.4% increase in capacity noted above, net of the unfavorable impact of the change in our voyage proration; and

a $35.5$112.5 million increase in onboard revenue attributable to higher spending on a per passenger basis primarily due to our ship upgrade programs and other revenue enhancing initiatives, including various beverage package sales and promotions, gaming initiatives, the addition and promotion ofnew strategies and promotions on our shore excursions, specialty restaurants and Internet services;
a $97.4 million increase attributable to the increased revenue associated with internet4.0% increase in capacity noted above; and other telecommunication services and other onboard activities.

The increase was partially offset by:

an approximate $50.8 million unfavorable effect of changes in foreign currency exchange rates related to our onboard and other revenue transactions denominated in currencies other than the US dollar; and

53



a $38.1$23.2 million decreaseincrease in other revenues relatedprimarily due to Pullmantur's non-core businesses that were sold in 2014.

cancellation fees mostly associated with non-refundable deposit promotions and the addition of Silversea Cruises.
Onboard and other revenues included concession revenues of $327.1$339.0 million in 20152018 and $324.3$326.5 million in 2014.2017.

Cruise Operating Expenses

Total cruise operating expenses for 2018 increased $365.6 million, or 7.5%, to $5.3 billion in 2018 from $4.9 billion in 2017. The increase was primarily due to:
Totalthe 4.0% increase in capacity noted above, which increased cruise operating expenses for 2015 decreased $206.9by $198.6 million;
a $30.9 million or 3.9%,gain recognized in 2017 resulting from the sale of Legend of the Seas, which did not recur in 2018;
a $37.3 million increase in payroll and related expenses primarily driven by Silversea Cruises' higher crew to $5.1 billionpassenger ratio, an increase in 2015 from $5.3 billionemployee bonuses and changes in 2014. The decrease wasour gratuity structure;
a $23.5 million increase in air expense primarily related to the addition of Silversea Cruises and itinerary changes;
a $19.7 million increase in vessel maintenance primarily due to:

a $195.1 million decrease in fuel expense, excludingto the impacttiming of the increase in capacity. Our cost of fuel (net of the financial impact of fuel swap agreements) for 2015 decreased 16.0% per metric ton compared to 2014;

scheduled drydocks; and
an approximate $157.6 million favorableunfavorable effect of changes in foreign currency exchange rates related to our cruise operating expenses denominated in currencies other than the US dollar;

a $40.4 million decrease in expenses related to Pullmantur's non-core businesses that were sold in 2014;

a $24.6 million decrease in shore excursion expense attributable to lower contractual costs incurred and itinerary changes;

a $19.4 million decrease in lease expense due to the lease termination and purchaseUnited States dollar of Brilliance of the Seas in 2014; and

a $17.4 million loss incurred in 2014 due to the sale of Celebrity Century that did not recur in 2015.

The decrease was partially offset by a $276.7 million increase attributable to a 5.4% increase in capacity noted above, net of the favorable impact of the change in our voyage proration.

$8.1 million.
Marketing, Selling and Administrative Expenses

Marketing, selling and administrative expenses for 20152018 increased $37.6$117.1 million, or 3.6%.9.9%, to $1.3 billion from $1.2 billion in 2017. The increase was primarily due to an increasetransaction costs incurred by us related to the Silversea Cruises acquisition, marketing, selling and administrative expenses due to the addition of Silversea Cruises, the impairment and other costs related to the exit of our tour operations business, which occurred in advertising spending mainly relating to our initiatives in the North American, Australian2018, and Asian markets, an increase in payroll and benefits expense primarily due todriven by an increase in ourheadcount, partially offset by lower stock priceprices year over the past year related to our performance share awards, andas well as higher IT labor costs resulting from the addition of projects and initiatives in 2015. The increase was partially offset by a decrease in administrative expenses mainly driven by the sale of Pullmantur's non-core businesses in 2014 and savings realized from our cost containment initiatives.spending on advertisement.

Depreciation and Amortization Expenses

Depreciation and amortization expenses for 20152018 increased $54.6$82.5 million, or 7.1%8.7%, to $827.0 million from $772.4 million in 2014.$1.0 billion. The increase was primarily due to the addition of QuantumSymphony of the Seas, Azamara Pursuit and Anthem of the Seas intoSilversea Cruises to our fleet and, to a lesser extent, the addition of Celebrity Edge, new shipboard additions associated with our ship upgrade projects and the acquisition of the Brilliance of the Seas, whichadditions related to our shoreside projects. The increase was previously under lease, partially offset by the sale of Celebrity CenturyLegend of the Seas in September 2014.

Impairment of Pullmantur Related Assets

During 2015, we recognized an impairment charge of $411.3 million to write down Pullmantur's goodwill to its implied fair value and to write down trademarks and trade names and certain long-lived assets, consisting of three aircraft owned by Pullmantur and two ships owned and operated by Pullmantur, to their fair value. Refer to 2017Note 3. Goodwill. and Note 4. Intangible Assets to our consolidated financial statements for further information on the impairment of these assets.


54


Restructuring and Related Impairment Charges

We incurred restructuring charges of approximately $4.3 million in 2014, which did not recur in 2015.

Other Income (Expense)

Interest expense, net of interest capitalized, increased $19.4$33.7 million, or 7.5%11.2%, to $277.7$333.7 million in 20152018 from $258.3$300.0 million in 2014.2017. The increase was primarily due to a higher average debt level in 2018 compared to 2017 attributable to the financing of QuantumSymphony of the Seas, Celebrity Edge andour acquisition of Silversea Cruises in 2018, and Anthem of the Seas,higher interest rates in 2018 compared to 2017, partially offset by lower pricingan increase in capitalized interest due to our ships on debt refinancedorder.
Equity investment income increased $54.5 million, or 34.9%, to $210.8 million in 2015 and 2014.2018 from $156.2 million in 2017 primarily due to an increase in income from TUI Cruises.

Other income was $11.1 million in 2015 was $56.6 million2018 compared to $70.2Other expense of $5.3 million in 2014.2017. The decreasechange of $16.4 million was mainly due to a gain of $21.8 million in 2018 related to the recognition of the remaining balance of a deferred gain from the sale of Celebrity Galaxy to TUI Cruises in March 2009. In April 2018, TUI Cruises sold this ship to an affiliate of TUI AG, resulting in the recognition of the remaining balance of the deferred gain. In addition, Other incomein 2018 includes a gain of $13.7 million was primarily due to a $33.5 million tax benefit related to the reversalsale of our remaining equity interest in a deferred tax asset valuation allowance resulting from Spanish tax reformtravel agency business that we sold in 2014, which did not recur2015. The increase in 2015 and $20.9 million in foreign exchange losses from the remeasurement of monetary assets and liabilities denominated in foreign currency in 2015 compared to $0.9 million in gains in 2014. The decrease in otherOther income was partially offset by incomean impairment charge of $81.0$23.3 million to write down our investment balance, debt facility and other receivables due from our equity method investments in 2015 comparedSkysea Holding to income of $51.6 million in 2014 and a net deferred tax benefit of $12.0 million resulting from the impairment of the Pullmantur related assets in 2015, which did not occur in 2014.

their net realizable value in 2018. For further information on the deferred gain recognized and impairment charge, refer to Note 8. Other Assets to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data.
Gross and Net Yields

Net Yields decreased 1.0% in 2015 compared to 2014 primarily due to the unfavorable effect of changes in foreign currency exchange rates related to our passenger ticket revenue transactions denominated in currencies other than the US dollar noted above.Gross and Net Yields increased 3.5%4.0% and 4.5% in 20152018, respectively, compared to 2014 on a Constant Currency basis2017 primarily due to the increase in passenger ticket and onboard and other revenues, which are further discussed above. Gross and Net Yields on a Constant Currency basis increased 3.8% and 4.4%, respectively, in 2018 compared to 2017.

Gross and Net Cruise Costs

Gross and Net Cruise Costs decreased 1.9%increased 7.4% and 8.0%, respectively, in 20152018 compared to 2014 primarily due to the decrease in fuel2017 and the favorable effect of changes in foreign currency exchange rates related to our cruise operating expenses denominated in currencies other than the US dollar, partially offset by an increase in capacity.Gross and Net Cruise Costs per APCD decreased 6.9%increased 3.2% and 3.8%, respectively, in 20152018, compared to 2014.2017, primarily due to the increase in cruise operating expenses discussed above. Gross and Net Cruise Costs per APCD on a Constant Currency basis decreased 4.7%increased 7.2% and 7.7% respectively, in 20152018 compared to 2014.

2017.
Net Cruise Costs Excluding Fuel

Net Cruise Costs Excluding Fuel per APCD decreased 3.2%increased 4.4% in 20152018 compared to 20142017 and remained consistent in 2015 compared to 2014 on a Constant Currency basis.

basis increased 4.1% in 2018 compared to 2017.
Other Comprehensive Loss

(Loss) Income
Other comprehensive lossdecreased by $471.2 in 2018 was $293.5 million compared to Other comprehensive income of $582.2 million in 2015 compared to 20142017. The change of $875.7 million was primarily due to a $463.3 million decrease in losses mostlythe Loss on cash flow derivative hedges resulting from in 2018 of $286.9 million compared to the settlement of fuelGain on cash flow derivative hedges of $570.5 million in 2017. The change of $857.4 million in 2018 was primarily due to a loss position during 2015.decrease in foreign currency forward contract values in 2018 compared to an increase in 2017, a decrease in fuel swap instrument values in 2018 compared to an increase in 2017 and fuel swap losses recognized in income in 2017 compared to fuel swap gains recognized in income in 2018.

Year Ended December 31, 20142017 Compared to Year Ended December 31, 2013

2016
In this section, references to 20142017 refer to the year ended December 31, 20142017 and references to 20132016 refer to the year ended December 31, 2013.

2016.
Revenues

Total revenues for 20142017 increased $114.0$281.4 million, or 1.4%3.3%, to $8.1$8.8 billion from $8.0$8.5 billion in 2013.2016.


55


Passenger ticket revenues comprised 73.0%71.9% of our 20142017 total revenues. Passenger ticket revenues increased by $171.1$163.8 million, or 3.0%, to $5.9 billion in 20142.7% from $5.7 billion in 2013.2016, despite the impact of canceled sailings resulting from hurricane-related disruptions during the third quarter of 2017. The increase was primarily due to:

an increase of $301.8 million in ticket prices primarily driven by the improvement in our ticket price on a 2.4% increase in capacity, which increased Passenger ticket revenues by $134.6 million. The increase in capacity was primarilyper passenger basis due to the exit of the Pullmantur ships and the addition of QuantumHarmony of the Seasand which entered service in October 2014 and the transfer of MonarchOvation of the Seas, to Pullmantur in April 2013 reducing capacity in 2013 due to the two-month lag further discussed in Note 1. General to our consolidated financial statements. Passenger ticket revenues also includes the impact of the change in our voyage proration methodology;as well as higher pricing on North America and

an Europe sailings. The increase in ticket prices driven by greater demand for close-in European and Asian sailings, whichon these itineraries was partially offset by a decrease in ticket prices for Caribbean sailings, all of which contributed to a $99.1 million increase in Passenger ticket revenues.lower pricing on Asia/Pacific sailings; and

The increase in passenger ticket revenues was partially offset by the unfavorablefavorable effect of changes in foreign currency exchange rates related to our revenue transactions denominated in currencies other than the United States dollar of approximately $62.5$10.6 million.

The increase in Passenger ticket revenues was partially offset by a 2.4% decrease in capacity, which decreased Passenger ticket revenues by$148.5 million primarily due to the sale of our majority interest in Pullmantur Holdings during the third quarter of 2016, the sale of Splendour of the Seas in the second quarter of 2016 and the sale of Legend of the Seas in first quarter of 2017, which was partially offset by an increase in capacity due to the addition of Ovation of the Seas and Harmony of the Seas into our fleet during the second quarter of 2016.
The remaining 27.0%28.1% of 20142017 total revenues was comprised of onboardOnboard and other revenues, which decreased $57.2increased $117.6 million, or 2.6%5.0%. The decreaseincrease in onboardOnboard and other revenues was primarily due to a $177.2 million decrease in revenues related to Pullmantur's non-core businesses that were sold in 2014. The decrease was partially offset by:to:

a $45.5$125.3 million increase in onboard revenue attributable to higher spending on a per passenger basis primarily due to our ship upgrade programs and other revenue enhancing initiatives, including various beverage initiatives, the additionpackage, shore excursion and promotion of specialty restaurants, therestaurant sales and promotions and increased revenue associated with internet and other telecommunication servicesservices; and other onboard activities;

a $46.0 million increase attributable to the 2.4% increase in capacity noted above, which includes the impact of the change in our voyage proration; and

a $28.7$45.7 million increase in other revenue of which the largest driver isprimarily due to charter revenue and management fees earned from Pullmantur Holdings.
The increase was partially offset by a $55.6 million decrease attributable to an out-of-period adjustmentthe 2.4% decrease in capacity noted above, including the impact of approximately $13.9 million that was recorded in 2013 to correctcanceled sailings resulting from hurricane-related disruptions during the calculationthird quarter of our liability for our credit card rewards program.

2017.
Onboard and other revenues included concession revenues of $324.3$326.5 million in 20142017 and $316.3$316.9 million in 2013.2016.

Cruise Operating Expenses

Total cruise operating expenses for 2014 increased $1.0 million.2017 decreased $119.0 million, or 2.4%, to $4.9 billion in 2017 from $5.0 billion in 2016. The increasedecrease was primarily due to:

a $119.4$120.5 million increasedecrease attributable to the 2.4% increasedecrease in capacity noted above, which includes the impact of the change in our voyage proration methodology;

a $37.8 million increase in head taxes mainly attributable to itinerary changes;

above;
the loss recognized ona $30.9 million gain resulting from the sale of Celebrity Century Legend of the Seas in 2017 compared to an immaterial gain from the sale of $17.4 million; andSplendour of the Seas in 2016;

a $17.2 million decrease in air expense due to itinerary changes and lower ticket costs;
a $12.5$16.8 million increase primarily attributable todecrease in vessel maintenance primarily due to the timing of scheduled drydocks.drydocks; and

a $15.5 million decrease in fuel expense, excluding the impact of the decrease in capacity. Our cost of fuel (net of the financial impact of fuel swap agreements) for 2017 decreased 4.6% per metric ton compared to 2016.
The increasedecrease was partially offset by:

a $138.0$33.8 million decrease in expenses related to Pullmantur's non-core businesses that were sold in 2014;

a $16.3 million decreaseincrease in commissions expense attributablemainly due to shiftsthe increase in our distribution channels;ticket prices discussed above and changes in commission incentives;


56


a $15.0$19.3 million decreaseincrease in shore excursion expense attributablehead taxes primarily due to itinerary changeschanges; and lower costs incurred.

an $18.9 million increase in food expenses mainly due to our new culinary initiatives.
Marketing, Selling and Administrative Expenses

Marketing, selling and administrative expenses for 20142017 increased $4.1$77.3 million, or 0.4%.7.0%, to $1.2 billion from $1.1 billion in 2016. The increase was primarily due to an increase in other costs associated with our restructuring activities. Refer to Note 16. Restructuringpayroll and Related Impairment Chargesbenefits mostly driven by higher stock prices year over year related to our consolidated financial statements for further information onperformance share awards, partially offset by a decrease in expenses due to the sale of our restructuring activitiesmajority interest in Pullmantur Holdings..

Depreciation and Amortization Expenses

Depreciation and amortization expenses for 20142017 increased $17.7$56.3 million, or 2.3%6.3%, to $772.4$951.2 million from $754.7$894.9 million in 2013. The2016. The increase was primarily driven bydue to the addition of Ovation of the Seas and Harmony of the Seas in the second quarter of 2016, new shipboard additions associated with our ship upgrade programs,projects and, to a lesser extent, additions related to our shoreside projects. The increase was partially offset by the addition of our new reservations pricing enginedecrease in December of 2013 anddepreciation associated with the additionsale of QuantumLegend of the Seas which entered service in October 2014.the first quarter of 2017 and, to a lesser extent, the sale of Splendour of the Seas in the second quarter of 2016.

Restructuring and Related Impairment Charges

We incurred restructuring and related impairment charges of approximately $4.3 million in 2014 compared to $56.9 million in 2013. In 2013, we recognized an impairment charge of $33.5 million to write down the assets held for sale related to the Pullmantur businesses and to write down certain long-lived assets, consisting of three aircraft that were then owned and operated by Pullmantur Air, to their fair value which did not recur in 2014. Refer to Note 16. Restructuring and Related Impairment Charges to our consolidated financial statements for further information on our restructuring activities.

Other Income (Expense)

Interest expense, net of interest capitalized, decreased $74.1$7.4 million, or 22.3%2.4%, to $258.3$300.0 million in 20142017 from $332.4$307.4 million in 2013.2016. The decrease was due to lower interest rates and, to a lesser extent, a lower average debt level.

Other income level in 2014 was $70.2 million2017 compared to 2016, partially offset by higher interest rates in 2017 compared to 2016.
Other expenseEquity investment income of $1.7increased $27.9 million, or 21.7%, to $156.2 million in 2013. The2017 from $128.4 million in 2016 primarily due to an increase in income of $72.0from TUI Cruises.
Other expense decreased $30.4 million, or 85.2%, to $5.3 million in 2017 from $35.7 million in 2016. The decrease was primarily due to a $33.5net loss of $21.7 million tax benefit related to the reversalelimination of a deferred tax asset valuation allowance resulting from Spanish tax reform, ineffectiveness gains of $11.5 million from our interest rate swap agreements compared to ineffectiveness losses of $7.3 millionthe Pullmantur reporting lag in 2013 and to income of $51.6 million from our equity method investments in 2014 compared to income of $32.0 million in 2013.

Extinguishment of unsecured senior notes decreased $4.2 million in 2014 compared to the same period in 2013 as we2016 which did not repurchase any unsecured notesrecur in 2014.2017.

Gross and Net Yields

Gross and Net Yields increased 1.4%5.9% and 6.5% in 20142017, respectively, compared to 20132016 primarily due to the increase in passenger ticket and onboard and other revenues noteddiscussed above. Net Yields increased 2.4% in 2014 compared to 2013 on a Constant Currency basis.

Gross and Net Cruise Costs

Gross Cruise Costs remained consistent in 2017 compared to 2016. Net Cruise Costs increased 1.7%decreased 1.2% in 20142017 compared to 20132016 primarily due to the increasedecrease in capacity notedand cruise operating expenses discussed above. NetGross Cruise Costs per APCD and Net Cruise Costs per APCD on a Constant Currency basis remained consistentincreased 1.9% and 1.3% in 2017, respectively, compared to 2013.

Net Cruise Costs Excluding Fuel

2016. The increase was mainly due to the hurricane related disruptions during the third quarter of 2017 which reduced our capacity; however, certain operating expenses were still incurred, negatively impacting our metrics per APCD. Net Cruise Costs Excluding Fuel per APCD decreased 0.8%increased 2.0% in 20142017 compared to 2013. Net Cruise Costs Excluding Fuel per APCD on a Constant Currency basis for 2014 remained consistent compared to 2013.

2016.
Other Comprehensive (Loss) Income

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Other comprehensive loss in 2014 was $902.7 million compared to Other comprehensive income of $140.2 million in 2013 of which the largest driver2017 was the loss recognized in our cash flow derivative hedges in 2014. Loss on cash flow derivative hedges in 2014 was $869.4$582.2 million compared to a$411.9 million in 2016. The increase of $170.3 million, or 41.3%, was primarily due to the Gain on cash flow derivative hedges in 2017 of $127.8$570.5 million compared to $411.2 million in 2013.2016. The changeincrease of $997.2$159.3 million in 2017 was primarily due to an increase in foreign currency forward contract values in 2017 compared to a decrease in 2016, which was partially offset by lower amounts of fuel swap losses reclassified to income in 2017 and Euro forward rates during 2014a smaller increase in fuel swap instrument values in 2017 compared to 2013.2016.


Future Application of Accounting Standards
Refer to Note 2. Summary of Significant Accounting Policies to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information on Recent Accounting Pronouncements.
Liquidity and Capital Resources
Sources and Uses of Cash
Cash flow generated from operations provides us with a significant source of liquidity. Net cash provided by operating activities increased $202.6$604.6 million to $1.9$3.5 billion for 2015in 2018 compared to $1.7$2.9 billion for 2014.in 2017. The increase in cash provided by operating activities was primarily attributable to a $129.4 millionan increase in proceeds from customer deposits, an increase in cash receipts from onboard spending and an increase of $133.4 million in dividends received from unconsolidated affiliates.
Net cash provided by operating activities increased $357.9 million to $2.9 billion in 2017 compared to $2.5 billion in 2016. The increase in cash provided by operating activities was primarily attributable to an increase in proceeds from customer deposits, a $66.3 millionan increase in cash receipts from onboard spending and a decrease in fuel costs and interest paid in 20152017 compared to the same period in 2014.
Net cash provided by operating activities increased $331.7 million to $1.7 billion for 2014 compared to $1.4 billion for 2013. The increase was primarily due to a decrease in interest paid in 2014 compared to 2013 and the timing of proceeds2016. Additionally, dividends received from accounts receivable and payments to vendors in 2014.
Net cash used in investing activities decreased $27.4 million in 2015 compared to 2014. During 2015, our use of cash was primarily related to capital expenditures of $1.6 billion, down from $1.8 billion in 2014. The decrease in capital expenditures during 2015 was primarily attributable to the purchase of Brilliance of the Seas in 2014. The decrease in cash used in investing activities was also due to a decrease in investments in and loans to unconsolidated affiliates of $132.4 million in 2015 compared to 2014 and an increase in cash received on loans to unconsolidated affiliates of $48.1 million in 2015 compared to 2014. The decrease was partially offsetincreased by $220.0 million of proceeds received from the sale of Celebrity Century in 2014 that did not recur in 2015. Additionally, there was an increase in cash paid on the settlement of derivative financial instruments of $110.5$33.7 million.
Net cash used in investing activities was $1.8increased $4.3 billion for 2014to $4.5 billion in 2018 compared to $824.5$213.6 million for 2013.in 2017. The increase was primarily attributable to an increase in capital expenditures of $1.0$3.1 billion in 2014 compared to 2013 primarily due to the

delivery of QuantumSymphony of the Seas and Celebrity Edge and to a lesser extent the purchase of BrillianceAzamara Pursuit in 2018 compared to no ship deliveries or purchases in 2017 and $916.1 million of the Seas in 2014. Additionally, there was an increase in investments in and loans to unconsolidated affiliates of $118.0 million and an increase in cash paid onfor the settlementacquisition of derivative financial instrumentsSilversea Cruises, net of $50.8 million. These cash outlays were partially offset by cashacquired, in 2018 as well as $230.0 million of proceeds received of $220.0 million in 2014 forfrom the sale of Celebrity Centuryproperty and equipment in 2017, which did not occurrecur in 2013 and a $52.8 million increase in cash received from repayments of a loan to an unconsolidated affiliate in 2014 compared to 2013.2018.
Net cash used in financinginvesting activities was $253.5decreased $2.5 billion to $213.6 million for 2015in 2017 compared to Net cash provided by financing activities of $17.5 million$2.7 billion in 2014. This change2016. The decrease was primarily dueattributable to an increase of $394.3 million in repayment of debt, an increase of dividends paid of $81.3 million and a decrease in capital expenditures of $1.9 billion due to ship deliveries in 2016 of Ovation of the Seas and Harmony of the Seas, compared to no ship deliveries in 2017. In addition, we received $230.0 million of proceeds from the exercisesale of common stock optionsproperty and equipment in 2017 which did not occur in 2016. Furthermore, during 2017, we received cash of $59.6 million. The increase in cash used in financing activities is partially offset by a $245.5$63.2 million increase in debt proceeds and a $36.1 million decrease in the repurchase of treasury stock. The increase in repayment of debt was due to higher payments of $1.1 billionon settlements on our revolving credit facilities and a payment at maturity of $279.0 million on our 11.875% unsecured senior notes during 2015foreign currency forward contracts compared to the payment at maturitynet cash paid of our €745.0$213.2 million 5.625% unsecured senior notes during 2014. The increase in debt proceeds was primarily due to the $742.1 million unsecured term loan borrowed to finance the purchase of Anthem of the Seas and higher drawings of $706.0 million on our revolving credit facilities in 2015 compared to proceeds received on an unsecured term loan of $791.1 million due to

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the delivery of Quantum of the Seas and proceeds received on our $380.0 million unsecured term loan facility during 2014.2016.
Net cash provided by financing activities was $17.5 million for 2014$1.2 billion in 2018 compared to netNet cash used in financing activitiesof $576.6 million for 2013. This$2.7 billion in 2017. The change was primarily attributable to an increase in proceeds from the issuance of commercial paper notes of $4.7 billion in 2018 compared to none issued in 2017 and an increase in debt proceeds of $2.7 billion in 2018 compared to 2017. The increase in debt proceeds in 2018 was primarily due to the $1.2 billion unsecured term loan borrowed to finance Symphony of the Seas, the $729.0 million unsecured term loan borrowed to finance Celebrity Edge, the $700.0 million unsecured term loan borrowed to finance the acquisition of Silversea Cruises, an increase in borrowings on our revolving credit facilities and the $130.0 million credit agreement.
This increase was partially offset by repayments of commercial paper notes of $4.0 billion in 2018 compared to no repayments in 2017, an increase in stock repurchases of $350.0 million and a $1.7higher amount of dividends paid during 2018 compared to 2017.
Net cash used in financing activities was $2.7 billion in 2017 compared to Net cash provided in financing activities of$243.8 million in 2016. The change was primarily attributable to a decrease in debt proceeds of $1.5 billion, an increase in debt proceedsrepayments of $1.5 billion and a $40.8 million increase in the proceeds from the exercisehigher amount of common stock options,dividends paid during 2017 compared to 2016, partially offset by a decrease of stock repurchases of $75.0 million during 2017 compared to 2016. The decrease in debt proceeds was primarily due to the repurchase$841.8 million unsecured term loan borrowed in 2016 to finance Ovation of treasury stockthe Seas and the €700.7 million and $226.1 million unsecured term loans borrowed in 2016 to finance Harmony of $236.1 million, an increase of $867.7the Seas that did not recur in 2017and lower drawings on our revolving credit facilities during 2017 compared to 2016, partially offset by $800 million in repayments of debt and an increase of dividends paid of $55.3 million.proceeds received from unsecured senior notes issued during 2017 which did not occur in 2016. The increase in repayments of debt and proceeds from the issuancerepayment of debt was primarily due to proceeds received from an unsecured term loan of $791.1 million due to the delivery of Quantum of the Seas in 2014, a higher level of bond maturities and higher drawings and repaymentspayments on our revolving credit facilities.
Future Capital Commitments
Our future capital commitments consist primarily of new ship orders. As of December 31, 2015,2018, we have threeone Oasis-class ship, two Quantum-class ships and two Oasis-class ships of a new generation, known as our Icon-class, on order for our Royal Caribbean International brand with an aggregate capacity of approximately 23,35025,300 berths. Additionally,As of December 31, 2018, we have two "Project Edge"three Edge-class ships and a ship designed for the Galapagos Islands on order for our Celebrity Cruises brand with an aggregate capacity of approximately 5,8009,400 berths.

Additionally as of December 31, 2018, we have three ships on order for our Silversea Cruises brand with an aggregate capacity of approximately 1,200 berths. Refer to Item 1.
Business-Operations for further information on our ships on order. For each of these orders, we have committed financing arrangements in place covering 80% of the cost of the ship, almost all of which include sovereign financing guarantees.
As of December 31, 2015,2018, the aggregate cost of our ships on order, not including the TUI Cruises'any ships on order by our Partner Brands and the Silversea Cruises ships that remain contingent upon final documentation and financing, was approximately $7.8$11.4 billion, of which we had deposited $546.5$651.7 million as of such date. Approximately 58.2%53.5% of the aggregate cost was exposed to fluctuations in the Euro exchange rate at December 31, 2015.2018. (Refer to Note 14.17. Fair Value Measurements and Derivative Instruments and Note 15.18. Commitments and Contingencies to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data)Data).
In February 2019, we entered into an agreement with Chantiers de l’Atlantique to build the sixth Oasis-class ship for Royal Caribbean International. The ship is expected to have an aggregate capacity of approximately 5,700 berths

and is expected to enter service in the fourth quarter of 2023. The order with Chantiers de l’Atlantique is contingent upon completion of conditions precedent and financing, which is expected to be completed in 2019.
As of December 31, 2015,2018, anticipated overall capital expenditures, based on our existing ships on order, are approximately $2.4$2.9 billion for 2016, $0.52019, $3.3 billion for 2017, $2.52020, $2.9 billion for 20182021 and $1.4$3.4 billion for 2019.2022.

Contractual Obligations
As of December 31, 2015,2018, our contractual obligations were as follows (in thousands):
Payments due by periodPayments due by period
  Less than 1-3 3-5 More than  Less than 1-3 3-5 More than
Total 1 year years years 5 yearsTotal 1 year years years 5 years
Operating Activities: 
  
  
  
  
 
  
  
  
  
Operating lease obligations(1)
$226,516
 $22,229
 $34,207
 $23,129
 $146,951
$677,316
 $67,682
 $120,380
 $105,281
 $383,973
Interest on long-term debt(2)
1,212,044
 246,831
 392,463
 253,391
 319,359
1,654,937
 349,736
 510,679
 414,775
 379,747
Other(3)
832,789
 207,311
 292,492
 238,262
 94,724
819,841
 224,253
 321,225
 124,668
 149,695
Investing Activities:0
        

        
Ship purchase obligations(4)
5,505,728
 1,640,196
 1,763,274
 2,102,258
 
9,075,882
 1,241,657
 4,107,744
 2,500,756
 1,225,725
Financing Activities:0
        

        
Long-term debt obligations(5)
8,618,284
 891,357
 3,180,092
 2,086,258
 2,460,577
Capital lease obligations(6)
48,771
 8,320
 10,521
 7,371
 22,559
Other(7)
72,734
 20,918
 33,236
 16,466
 2,114
Commercial paper(5)
775,488
 775,488
 
 
 
Debt obligations(6)
9,871,267
 1,614,506
 2,456,251
 2,252,831
 3,547,679
Capital lease obligations(7)
130,944
 32,335
 69,703
 19,168
 9,738
Other(8)
18,365
 8,018
 8,632
 1,715
 
Total$16,516,866
 $3,037,162
 $5,706,285
 $4,727,135
 $3,046,284
$23,024,040
 $4,313,675
 $7,594,614
 $5,419,194
 $5,696,557


(1)     We are obligated under noncancelable operating leases primarily for offices, warehouses and motor vehicles. Amounts represent contractual obligations with initial terms in excess of one year.
(2)     Long-term debtDebt obligations mature at various dates through fiscal year 20272036 and bear interest at fixed and variable rates. Interest on variable-rate debt is calculated based on forecasted debt balances, including the impact of interest rate swap agreements, using the

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applicable rate at December 31, 2015.2018. Debt denominated in other currencies is calculated based on the applicable exchange rate at December 31, 2015.2018.
(3)      Amounts primarily represent future commitments with remaining terms in excess of one year to pay for our usage of certain port facilities, marine consumables, services and maintenance contracts.
(4)     Amounts do not include potential obligations which remain subject to cancellation at our sole discretion.
(5)     Amounts represent debt obligationsdiscretion and activity related to Silversea Cruises during the three-month reporting lag period. Additionally, amounts do not include the conditional agreement with initial terms in excessMeyer Werft for the two Silversea Cruises ships of one year.a new generation.
(5)     
Refer to Note 9. Debt to our consolidated financial statements under Item 8. Financial Statements and Supplemental Datato our consolidated financial statements for further information.
(6)Debt denominated in other currencies is calculated based on the applicable exchange rate at December 31, 2018. In addition, debt obligations presented above are net of debt issuance costs of $206.7 million as of December 31, 2018.
(6)(7)     Amounts represent capital lease obligations with initial terms in excess of one year.
(7)(8)    Amounts represent fees payable to sovereign guarantors in connection with certain of our export credit debt facilities and facility fees on our revolving credit facilities.
Please refer to Funding Needs and Sources below for discussion on the planned funding of the above contractual obligations.
As a normal part of our business, depending on market conditions, pricing and our overall growth strategy, we continuously consider opportunities to enter into contracts for the building of additional ships. We may also consider the sale of ships or the purchase of existing ships. We continuously consider potential acquisitions and strategic alliances.

If any of these were to occur, they would be financed through the incurrence of additional indebtedness, the issuance of additional shares of equity securities or through cash flows from operations.
Off-Balance Sheet Arrangements
We and TUI AG have each guaranteed the repayment by TUI Cruises of 50% of a bank loan provided to TUI Cruises which is due 2022. Notwithstanding this, the lenders have agreed to release each shareholder’s guarantee in 2018.loan. As of December 31, 2015, €137.42018, the outstanding principal amount of the loan was €37.0 million, or approximately $149.4$42.3 million, based on the exchange rate at December 31, 2015, remains outstanding.2018. The loan amortizes quarterly and is currently secured by a first mortgage on Mein Schiff Herz, previously known as Mein Schiff 2. Based on current facts and circumstances, we do not believe potential obligations under our guarantee of this guaranteebank loan are probable.
TUI Cruises has entered into various ship construction and credit agreements that include certain restrictions on each of our and TUI AG's ability to reduce our current ownership interest in TUI Cruises below 37.55% through 2021.May 2031.
In July 2016, we executed an agreement with Miami Dade County (“MDC”), which was simultaneously assigned to Sumitomo Banking Corporation (“SMBC”), to lease land from MDC and construct a new cruise terminal of approximately 170,000 square feet at PortMiami in Miami, Florida, which was completed during the fourth quarter of 2018 and serves as a homeport. During the construction period, SMBC funded the costs of the terminal’s construction and land lease. Once the terminal was substantially completed, we commenced operating and leasing the terminal from SMBC for a five-year term. We determined that the lease arrangement between SMBC and us should be accounted for as an operating lease.
Some of the contracts that we enter into include indemnification provisions that obligate us to make payments to the counterparty if certain events occur. These contingencies generally relate to changes in taxes, increased lender capital costs and other similar costs. The indemnification clauses are often standard contractual terms and are entered into in the normal course of business. There are no stated or notional amounts included in the indemnification clauses and we are not able to estimate the maximum potential amount of future payments, if any, under these indemnification clauses. We have not been required to make any payments under such indemnification clauses in the past and, under current circumstances, we do not believe an indemnification obligation is probable.
OtherAs of December 31, 2018, other than the items described above, we are not party to any other off-balance sheet arrangements, including guarantee contracts, retained or contingent interest, certain derivative instruments and variable interest entities, that either have, or are reasonably likely to have, a current or future material effect on our financial position.
Funding Needs and Sources
We have significant contractual obligations of which our debt service obligations and the capital expenditures associated with our ship purchases represent our largest funding needs. As of December 31, 2015,2018, we havehad approximately $3.0$4.3 billion in contractual obligations due through December 31, 20162019 of which approximately $891.4 million$1.6 billion relates to debt maturities, $1.6$349.7 million relates to interest on long-term debt and $1.2 billion relates to progress payments on our ship orders and the acquisitionfinal installments payable due upon the deliveries of HarmonySpectrum of the Seas and Ovation of the SeasCelebrity Flora along with progress payments on our other ship purchases and $246.8 million relates to interest on long-term debt.in 2019. We have historically relied on a combination of cash flows provided by operations, drawdowns under our available credit facilities, the incurrence of additional debt and/or the refinancing of our existing debt and the issuance of additional shares of equity securities to fund these obligations.
As of December 31, 2015,2018, we have on order three Quantum-class ships and two Oasis-class ships for our Royal Caribbean International brand and we have two "Project Edge" ships on order for our Celebrity Cruises brand all of which has committed unsecured bank financing arrangements which include sovereign financing guarantees. Refer to Note 15. Commitments and Contingencies to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information.

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We had a working capital deficit of $3.5$5.9 billion, aswhich included $1.6 billion of current portion of debt, including capital leases, and $775.5 million of commercial paper. As of December 31, 2015 as compared to2017, we had a working capital deficit of $3.0$3.9 billion, as of December 31, 2014. Included within our working capital deficit is $899.7 million and $799.6 millionwhich included $1.2 billion of current portion of long-term debt, including capital leases, as of December 31, 2015 and December 31, 2014, respectively. The increase in working capital deficit was primarily due to the increase in current liabilities of our foreign currency forward contracts and long-term debt.leases. Similar to others in our industry, we operate with a substantial working capital deficit. This deficit is mainly attributable to the fact that, under our business model, a vast majority of our passenger ticket receipts are collected in advance of the applicable sailing date. These advance passenger receipts remain a current liability until the sailing date. The cash generated from these advance receipts is used interchangeably with cash on hand from other sources, such as our revolving credit facilities, commercial paper and other cash from operations. The cash received as advanced receipts

can be used to fund operating expenses for the applicable future sailing or otherwise, pay down our revolving credit facilities and commercial paper notes, invest in long term investments or any other use of cash. In addition, we have a relatively low-level of accounts receivable and rapid turnover results in a limited investment in inventories. We generate substantial cash flows from operations, and our business model, along with our unsecured revolving credit facilities, has historically allowed us to maintain this working capital deficit and still meet our operating, investing and financing needs. We expect that we will continue to have working capital deficits in the future.
In order to improve our liquidity and take advantage of lower interest costs, in June 2015, we amended and restated our $1.1 billion unsecured revolving credit facility due July 2016. The amendment reduced the applicable margin and facility fee and extended the termination date to June 2020. Furthermore, in October 2015, we received increased lender commitments in the amount of $300.0 million, bringing our total capacity under this facility to $1.4 billion. Additionally, in July 2015, we amended our $1.2 billion unsecured revolving credit facility due August 2018 to reduce pricing in line with the pricing of the $1.1 billion unsecured revolving credit facility amended in June 2015. At the same time, we also amended our $380.0 million, €365.0 million, $290.0 million and $65.0 million unsecured term loans due at various dates from 2016 through 2019 to reduce the applicable margins, now each 1.75% based on our current debt rating. We also extended the termination date of the $290 million unsecured term loan from February 2016 to February 2018. Refer to Note 7. Long-Term Debt to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information.
As of December 31, 2015,2018, we had liquidity of $859.6 million,$1.3 billion, consisting of approximately $121.6$287.9 million in cash and cash equivalents and $738.0 million$1.0 billion available under our unsecured credit facilities.facilities, net of our outstanding commercial paper notes. We anticipate that our cash flows from operations and our current financing arrangements, as described above, will be adequate to meet our capital expenditures and debt repayments over the next twelve-month period.

During the fourth quarterAs of 2015,December 31, 2018, we have $700.0 million that remains available for future common stock repurchase transactions under a $500 million authorized24-month common stock repurchase program we purchased a totalfor up to $1.0 billion authorized by our board of $200 million of our common stock through an ASR transaction. During February 2016, we purchased a total of $150 million of our common stock through open market transactions. The remaining $150 million of stock repurchases could include additional open market purchases or accelerated share repurchases. We expect to complete the program by the end of 2016.directors in May 2018. Repurchases under the program may be made at management's discretion from time to time on the open market or through privately negotiated transactions and are expected to be funded from available cash or borrowings under our revolving credit facilities. Refer to Note 8.11. Shareholders' Equity to our consolidated financial statements under Item 8. Financial Statements and SupplementarySupplemental Datafor further information on the ASR transaction.information.

If (i) any person other than A. Wilhelmsen AS. and Cruise Associates and their respective affiliates (the “Applicable Group”) acquires ownership of more than 33%50% of our common stock and the Applicable Group owns less of our common stock than such person, or, (ii) subject to certain exceptions, during any 24-month period, a majority of the Boardour board of directors is no longer comprised of individuals who were members of the Boardour board of directors on the first day of such period, we may be obligated to prepay indebtedness outstanding under our ship financingcredit facilities, which we may be unable to replace on similar terms. Our otherpublic debt agreementssecurities also contain change of control provisions that would be triggered by thea third-party acquisition of greater than 50% of our common stock by (i) any person or (ii) in the case of our public debt securities, by a person other than a member of the Applicable Group coupled with a ratings downgrade. If this were to occur, it would have an adverse impact on our liquidity and operations.

Debt Covenants

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Certain of our financing agreements contain financial covenants that require us, among other things, to maintain minimum net worth of at least $6.6$8.9 billion, a fixed charge coverage ratio of at least 1.25x and limit our net debt-to-capital ratio to no more than 62.5%. The fixed charge coverage ratio is calculated by dividing net cash from operations for the past four quarters by the sum of dividend payments plus scheduled principal debt payments in excess of any new financings for the past four quarters. Our minimum net worth and maximum net debt-to-capital calculations exclude the impact of Accumulated other comprehensive loss on Total shareholders' equity. We arewere well in excess of all financialdebt covenant requirements as of December 31, 2015.2018. The specific covenants and related definitions can be found in the applicable debt agreements, the majority of which have been previously filed with the Securities and Exchange Commission.
Dividends
In December 2015,2018, we declared a cash dividend on our common stock of $0.375$0.70 per share which was paid in the first quarter of 2016.2019. We declared a cash dividend on our common stock of $0.375$0.70 per share during the third quarter of 20152018 which was paid in the fourth quarter of 2015.2018. During the first and second quarters of 2015,2018, we declared and paid a cash dividend on our common stock of $0.30$0.60 per share.share which was paid in the second and third quarters of 2018, respectively. During the first quarter of 2015,2018, we also paid a cash dividend on our common stock of $0.30$0.60 per share which was declared during the fourth quarter of 2014.2017.




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Item 7A.    Quantitative and Qualitative Disclosures About Market Risk
Financial Instruments and Other

General

We are exposed to market risk attributable to changes in interest rates, foreign currency exchange rates and fuel prices. We managetry to mitigate these risks through a combination of our normal operating and financing activities and through the use of derivative financial instruments pursuant to our hedging practices and policies. The financial impact of these hedging instruments is primarily offset by corresponding changes in the underlying exposures being hedged. We achieve this by closely matching the amount, term and conditions of the derivative instrument with the underlying risk being hedged. Although certain of our derivative financial instruments do not qualify or are not accounted for under hedge accounting, we doour objective is not to hold or issue derivative financial instruments for trading or other speculative purposes. We monitor our derivative positions using techniques including market valuations and sensitivity analyses. (Refer to Note 14.17. Fair Value Measurements and Derivative Instruments to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data.)

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates to our long-term debt obligations including future interest payments. At December 31, 2015,2018, approximately 31.2%59.1% of our long-term debt was effectively fixed as compared to 28.5%57.4% as of December 31, 2014.2017. We use interest rate swap agreements to modify our exposure to interest rate movements and to manage our interest expense.

Market risk associated with our long-term fixed-ratefixed rate debt is the potential increase in fair value resulting from a decrease in interest rates. We use interest rate swap agreements that effectively convert a portion of our fixed-rate debt to a floating-rate basis to manage this risk. At December 31, 20152018 and December 31, 2014,2017, we maintained interest rate swap agreements on the $420.0 millionfollowing fixed-rate portion of our Oasis of the Seas unsecured amortizing term loan and on the $650.0 million unsecured senior notes due 2022. The interest rate swap agreements on Oasis of the Seasdebt effectively changed the interest rate on the balance of the unsecured term loan, which was $210.0 million as of December 31, 2015, from a fixed rate of 5.41% to a LIBOR-based floating rate equal to LIBOR plus 3.87%, currently approximately 4.40%. The interest rate swap agreements on the $650.0 million unsecured senior notes effectively changed the interest rate of the unsecured senior notes from a fixed rate of 5.25% to a LIBOR-based floating rate equal to LIBOR plus 3.63%, currently approximately 3.99%. instruments:
Debt InstrumentSwap Notional as of December 31, 2018 (In thousands)MaturityDebt Fixed RateSwap Floating Rate: LIBOR plusAll-in Swap Floating Rate as of December 31, 2018
Oasis of the Seas term loan
$105,000
October 20215.41%3.87%6.63%
Unsecured senior notes650,000
November 20225.25%3.63%6.25%
 $755,000
    
These interest rate swap agreements are accounted for as fair value hedges.

The estimated fair value of our long-term fixed-rate debt at December 31, 20152018 was $1.8$2.7 billion, using quoted market prices, where available, or using the present value of expected future cash flows which incorporates risk profile. The fair value of our fixed to floating interest rate swap agreements was estimated to be a liability of $11.8$25.4 million as of December 31, 2015,2018, based on the present value of expected future cash flows. A hypothetical one percentage point decrease in interest rates at December 31, 20152018 would increase the fair value of our hedged and unhedged long-term fixed-rate debt by approximately $80.9$133.9 million and would increase the fair value of our fixed to floating interest rate swap agreements by $48.1approximately $24.3 million.

Market risk associated with our long-term floating-rate debt is the potential increase in interest expense from an increase in interest rates. We use interest rate swap agreements that effectively convert a portion of our floating-rate debt to a fixed-rate basis to manage this risk. A hypothetical one percentage point increase in interest rates would increase our forecasted 20162019 interest expense by approximately $52.8$35.7 million, assuming no change in foreign currency exchange rates.

At December 31, 2015,2018 and 2017, we maintained forward-starting interest rate swap agreements that hedge the anticipated unsecured amortizing term loan that will finance our purchase of Harmony of the Seas. Forward-starting interest rate swaps hedging the Harmony of the Seas loan will effectively convert the interest rate for €693.4 million, or approximately $753.7 million based on the exchange rate at December 31, 2015, of the anticipated loan balance fromfollowing floating-rate debt instruments:

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Debt InstrumentSwap Notional as of December 31, 2018 (In thousands)MaturityDebt Floating RateAll-in Swap Fixed Rate
Celebrity Reflection term loan
$327,250
October 2024LIBOR plus0.40%2.85%
Quantum of the Seas term loan
490,000
October 2026LIBOR plus1.30%3.74%
Anthem of the Seas term loan
513,542
April 2027LIBOR plus1.30%3.86%
Ovation of the Seas term loan
657,083
April 2028LIBOR plus1.00%3.16%
Harmony of the Seas term loan (1)
627,660
May 2028EURIBOR plus1.15%2.26%
 $2,615,535
    

(1)
Interest rate swap agreements hedging the Euro-denominated term loan for Harmony of the Seas include EURIBOR zero-floors matching the hedged debt EURIBOR zero-floor. Amount presented is based on the exchange rate as of December 31, 2018.

EURIBOR plus 1.15% to a fixed rate of 2.26% (inclusive of margin) beginning in May 2016. In addition, at December 31, 2015, we maintained forward-starting interest rate swap agreements that hedge the anticipated unsecured amortizing term loan that will finance our purchase of Ovation of the Seas. Forward-starting interest rate swaps hedging the Ovation of the Seas loan will effectively convert the interest rate for $830.0 million of the anticipated loan balance from LIBOR plus 1.00% to a fixed rate of 3.16% (inclusive of margin) beginning in April 2016. These interest rate swap agreements are accounted for as cash flow hedges.
In addition, at December 31, 2015 and December 31, 2014, we maintained interest rate swap agreements on our Celebrity Reflection term loan. Our interest rate swap agreements effectively converted the interest rate on a portion of the Celebrity Reflection unsecured amortizing term loan balance of approximately $490.9 million from LIBOR plus 0.40% to a fixed rate (including applicable margin) of 2.85% through the term of the loan. Additionally, at December 31, 2015 and December 31, 2014, we maintained interest rate swap agreements on our Quantum of the Seas term loan. Our interest rate swap agreements effectively converted the interest rate on a portion of the Quantum of the Seas unsecured amortizing term loan balance of approximately $673.8 million from LIBOR plus 1.30% to a fixed rate of 3.74% (inclusive of margin) through the term of the loan. Furthermore, at December 31, 2015 and December 31, 2014, we maintained interest rate swap agreements on our Anthem of the Seas term loan. Our interest rate swap agreements effectively converted the interest rate on a portion of the Anthem of the Seas unsecured amortizing term loan balance of approximately $694.8 million from LIBOR plus 1.30% to a fixed rate of 3.86% (inclusive of margin) through the term of the loan. These interest rate swap agreements are accounted for as cash flow hedges.
The fair value of our floating to fixed interest rate swap agreements was estimated to be a liabilityan asset of $62.1$7.6 million as of December 31, 20152018 based on the present value of expected future cash flows. These interest rate swap agreements are accounted for as cash flow hedges.

Foreign Currency Exchange Rate Risk

Our primary exposure to foreign currency exchange rate risk relates to our ship construction contracts denominated in Euros, our foreign currency denominated debt and our international business operations. WeOn a regular basis, we enter into foreign currency forward contracts collar options and, from time to time, we utilize cross-currency swap agreements and collar options to manage portions of the exposure to movements in foreign currency exchange rates.

The estimated fair value, as of December 31, 2015,2018, of our Euro-denominated forward contracts associated with our ship construction contracts was a liability of $320.9$40.7 million, based on the present value of expected future cash flows. As of December 31, 2015,2018, the aggregate cost of our ships on order, not including the TUI Cruises' ships on order by our Partner Brands and the Silversea Cruises ships that remain contingent upon final documentation and financing, was approximately $7.8$11.4 billion, of which we had deposited $546.5$651.7 million as of such date. Approximately 58.2%53.5% and 28.8%54.0% of the aggregate cost of the ships under construction was exposed to fluctuations in the Euro exchange rate at December 31, 20152018 and December 31, 2014,2017, respectively. A hypothetical 10% strengthening of the Euro as of December 31, 2015,2018, assuming no changes in comparative interest rates, would result in a $452.8$609.0 million increase in the United States dollar cost of the foreign currency denominated ship construction contracts exposed to fluctuations in the Euro exchange rate. The majority of ourOur foreign currency forward contracts, collar options and cross-currency swapcontract agreements are accounted for as cash flow fair value or net investment hedges depending on the designation of the related hedge.

Our international business operations subject us to foreign currency exchange risk. We transact business in many different foreign currencies and maintain investments in foreign operations which may expose us to financial market risk resulting from fluctuations in foreign currency exchange rates. Movements in foreign currency exchange rates may affect the value of our earnings in foreign currencies and cash flows. We manage most of this exposure on a consolidated basis, which allows us to take advantage of any natural offsets. Therefore, weakness in one particular currency might be offset by strengths in other currencies over time. The extent to which one currency is effective as a natural offset of another currency fluctuates over time. In addition, some foreign currency exposures have little to no mitigating natural offsets available.

We consider our investments in our foreign operations to be denominated in relatively stable currencies and of a long-term nature. We partially mitigate the exposure of our investments in foreign operations by denominating a portion

64


of our debt in our subsidiaries’ and investments’ functional currencies and designating it as a hedge of these subsidiaries and investments. We designated debt as a hedge of our net investments in Pullmantur and TUI Cruises for €139.4 million, or approximately $168.7 million, through December 31, 2014. As of December 31, 2015, no debt was designated as a hedge of our net investments in Pullmantur and TUI Cruises. Furthermore, at December 31, 2015,2018, we maintained foreign currency forward contracts and designated them as hedges of a portion of our net investment in TUI Cruises of €302.0€101.0 million, or approximately $328.3$115.5 million based on the exchange rate at December 31, 2015.2018. These forward currency contracts mature in April 2016October 2021.

We also address the exposure of our investments in foreign operations by denominating a portion of our debt in our subsidiaries' and their estimated fair value was an assetinvestments' functional currencies and designating it as a hedge of $86.1these subsidiaries and investments. We had designated debt as a hedge of our net investments primarily in TUI Cruises of approximately €280.0 million, asor approximately $320.2 million, through December 31, 2018. As of December 31, 2015. Accordingly,2017, we had designated debt as a hedge of our net investments primarily in TUI Cruises of approximately €246.0 million, or approximately $295.3 million.
We have included approximately $104.5$86.1 million and $45.0$68.5 million of foreign-currency transaction losses and of changes in the fair value of derivatives in the foreign currency translation adjustment component of Accumulated other comprehensive loss at December 31, 20152018 and December 31, 2014,2017, respectively.

Lastly, onOn a regular basis, we enter into foreign currency forward contracts and, from time to time, we utilize cross-currency swap agreements and collar options to minimize the volatility resulting from the remeasurement of net monetary assets and liabilities denominated in a currency other than our functional currency or the functional currencies of our foreign subsidiaries. During 2015,2018, we maintained an average of approximately $514.4$741.5 million of these foreign currency forward contracts. These instruments are not designated as hedging instruments. In 2015, 2014For the years ended December 31, 2018, 2017 and 20132016 changes in the fair value of the foreign currency forward contracts were lossesresulted in (losses) gains of approximately $55.5$(62.4) million,, $48.6 $62.0 million and $19.3$(51.1) million, respectively, which offset gains (losses) arising from the remeasurement of monetary assets and liabilities denominated in foreign currencies in those same years of $34.6$57.6 million, $(75.6) million an,d $49.5 million and $13.439.8 million, respectively. These changes were recognized in earnings within Other income (expense) in our consolidated statements of comprehensive income (loss).

Fuel Price Risk

Our exposure to market risk for changes in fuel prices relates primarily to the consumption of fuel on our ships. Fuel cost (net of the financial impact of fuel swap agreements), as a percentage of our total revenues, was approximately 9.6%7.5% in 2015, 11.7%2018, 7.8% in 20142017 and 11.6%8.4% in 2013.2016. We use fuel swap agreements to mitigate the financial impact of fluctuations in fuel prices.

As of December 31, 2015,2018, we had fuel swap agreements to pay fixed prices for fuel with an aggregate notional amount of approximately $1.3$1.1 billion, maturing through 2019.2022. The fuel swap agreements represented 65%58% of our projected 20162019 fuel requirements, 59%54% of our projected 20172020 fuel requirements, 40%28% of our projected 20182021 fuel requirements and 15%19% of our projected 20192022 fuel requirements. These fuel swap agreements are generally accounted for as cash flow hedges. The estimated fair value of these contracts at December 31, 20152018 was estimated to be aan liability of $632.5$79.6 million. We estimate that a hypothetical 10% increase in our weighted-average fuel price from that experienced during the year ended December 31, 20152018 would increase our forecasted 20162019 fuel cost by approximately $12.0$37.0 million, net of the impact of fuel swap agreements.


65


Item 8.    Financial Statements and Supplementary Data
Our Consolidated Financial Statements and Quarterly Selected Financial Data are included beginning on page F-1 of this report.
Item 9.    Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
None.

66


Item 9A.    Controls and Procedures
Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chairman and Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e), as of the end of the period covered by this report. Based upon such evaluation, our Chairman and Chief Executive Officer and Chief Financial Officer concluded that those controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chairman and Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC’sSecurities and Exchange Commission's (the "SEC") rules and forms.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our management, with the participation of our Chairman and Chief Executive Officer and our Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations ("COSO") of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2015. 2018.
In July 31, 2018, we acquired Silversea Cruise Holding Ltd. ("Silversea Cruises"). Due to the timing of this acquisition, we excluded Silversea Cruises from the scope of our management's assessment of the effectiveness of our internal control over financial reporting as of December 31, 2018. The total assets, excluding goodwill and identifiable intangible assets, and total revenues of Silversea Cruises represent approximately 5.0% and 1.4%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2018.This exclusion is in accordance with the general guidance issued by the SEC Staff that an assessment of a recent business acquisition may be omitted from management's report on internal control over financial reporting in the first year of consolidation. We are in the process of evaluating the controls and procedures at Silversea Cruises and integrating Silversea Cruises into our internal control over financial reporting.
The effectiveness of our internal control over financial reporting as of December 31, 20152018 has been audited by PricewaterhouseCoopers LLP, the independent registered certified public accounting firm that audited our consolidated financial statements included in this Annual Report on Form 10-K, as stated in its report, which is included herein on page F-2.
Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rule 13a-1513a-15(d) during the quarter ended December 31, 20152018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there is only reasonable assurance that our controls will succeed in achieving their goals under all potential future conditions.
Item 9B.    Other Information
None.

67


PART III
Items 10, 11, 12, 13 and 14. Directors, Executive Officers and Corporate Governance,Governance; Executive Compensation,Compensation; Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,Matters; Certain Relationships and Related Transactions,Transactions; and Director Independence and Principal Accountant Fees and Services.
Except for information concerning executive officers (called for by Item 401(b) of Regulation S-K), which is included in Part I of this Annual Report on Form 10-K, the information required by Items 10, 11, 12, 13 and 14 is incorporated herein by reference to certain sections of the Royal Caribbean Cruises Ltd. definitive proxy statementDefinitive Proxy Statement relating to our 2019 Annual Meeting of Shareholders (the "Proxy Statement") to be filed with the Securities and Exchange Commission no later than 120 days after the close of the fiscal year. Please refer to the following sections in the Proxy Statement for more information regarding our corporate governance:information: "Corporate Governance"; "Proposal 1—Election of Directors"; and "Certain Relationships and Related PartyPerson Transactions".; "Section 16(a) Beneficial Ownership Reporting Compliance"; "Executive Compensation"; "Security Ownership of Certain Beneficial Owners and Management"; and "Proposal 3—Ratification of Principal Independent Registered Public Accounting Firm." Copies of the Proxy Statement will become available when filed through our Investor Relations website at www.rclinvestor.comwww.rclcorporate.com (please see "Financial Reports" under "Financial Information"); by contacting our Investor Relations department at 1050 Caribbean Way, Miami, Florida 33132—telephone (305) 982-2625; or by visiting the SEC's website at www.sec.gov.
We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, including our executive officers, and our directors. This documentA copy of the Code of Business Conduct and Ethics is posted in the corporate governance section of our website at www.rclcorporate.com and is available in print, without charge, to shareholders upon written request to our Corporate Secretary at Royal Caribbean Cruises, Ltd., 1050 Caribbean Way, Miami, Florida 33132. Any amendments to the code or any waivers from any provisions of the code granted to executive officers or directors will be promptly disclosed to investors by posting on our website at www.rclinvestor.com.www.rclcorporate.com. None of the websites referenced in this Annual Report on Form 10-K or the information contained therein is incorporated herein by reference.

68


PART IV
Item 15.    Exhibits and Financial Statement Schedules
(a)(1)  Financial Statements
Our Consolidated Financial Statements have been prepared in accordance with Item 8. Financial Statements and Supplementary Data and are included beginning on page F-1 of this report.
(2)Financial Statement Schedules
None.
(3)Exhibits
The exhibits listed on the accompanying Index to Exhibits are filed10.30 through 10.49 represent management compensatory plans or incorporated by reference as part of thisarrangements.
    Incorporated By Reference
Exhibit Number Exhibit Description Form Exhibit Filing Date/ Period End Date
3.1  S-3 3.1 3/23/2009
3.2  8-K 3.1 12/6/2018
4.1 Indenture dated as of July 15, 1994, by and between the Company, as issuer, and The Bank of New York Trust Company, N.A., successor to NationsBank of Georgia, National Association, as Trustee 20-F 2.4 12/31/1994
4.2 Sixth Supplemental Indenture dated as of October 14, 1997, to the Indenture, dated as of July 15, 1994, by and between the Company, as issuer, and The Bank of New York Trust Company, N.A., as Trustee 20-F 2.11 12/31/1997
4.3 Eighth Supplemental Indenture dated as of March 16, 1998, to the Indenture, dated as of July 15, 1994, by and between the Company, as issuer, and The Bank of New York Trust Company, N.A., as Trustee 20-F 2.13 12/31/1997
4.4  S-3 4.1 7/31/2006
4.5  8-K 4.1 11/7/2012
4.6  8-K 4.1 11/28/2017
4.7       
4.8       
4.9       
10.1 Amended and Restated Registration Rights Agreement dated as of July 30, 1997, by and among the Company, A. Wilhelmsen AS., Cruise Associates, Monument Capital Corporation, Archinav Holdings, Ltd. and Overseas Cruiseship, Inc. 20-F 2.20 12/31/1997
10.2  8-K 10.1 12/7/2017

    Incorporated By Reference
Exhibit Number Exhibit Description Form Exhibit Filing Date/ Period End Date
10.3  8-K 10.3 10/17/2017
10.4  10-K 10.7 12/31/2015
10.5  10-Q 10.4 6/30/2018
10.6  10-K 10.8 12/31/2015
10.7  10-Q 10.5 6/30/2018
10.8  10-Q 10.1 3/31/2016
10.9  10-Q 10.6 6/30/2018
10.10  10-K 10.10 12/31/2015
10.11  10-Q 10.1 3/31/2018
10.12  8-K 10.1 11/19/2015
10.13  10-Q 10.7 6/30/2018
10.14  10-Q 10.8 6/30/2018
10.15  8-K 10.2 11/19/2015

    Incorporated By Reference
Exhibit Number Exhibit Description Form Exhibit Filing Date/ Period End Date
10.16  10-Q 10.9 6/30/2018
10.17  10-Q 10.10 6/30/2018
10.18       
10.19  8-K 10.2 6/28/2016
10.20       
10.21  8-K 10.1 7/28/2017
10.22  8-K 10.2 7/28/2017
10.23  8-K 10.3 7/28/2017
10.24  8-K 10.1 10/17/2017
10.25  10-Q 10.11 6/30/2018
10.26  8-K 10.2 10/17/2017

    Incorporated By Reference
Exhibit Number Exhibit Description Form Exhibit Filing Date/ Period End Date
10.27  10-Q 10.12 6/30/2018
10.28  8-K 10.1 7/5/2018
10.29  8-K 10.1 6/18/2018
10.30  10-K 10.17 12/31/2016
10.31  10-Q 10.3 9/30/2008
10.32  10-Q 10.4 9/30/2008
10.33  10-K 10.23 12/31/2013
10.34  10-Q 10.7 9/30/2017
10.35  10-K 10.31 12/31/2010
10.36  10-K 10.27 12/31/2014
10.37  10-K 10.26 12/31/2015
10.38  10-K 10.22 12/31/2012
10.39  10-Q 10.2 6/30/2013
10.40  10-Q 10.3 6/30/2015
10.41  10-K 10.33 12/31/2014
10.42  10-K 10.31 12/31/2016
10.43  10-Q 10.4 6/30/2015
10.44  8-K 10.3 12/8/2005
10.45  10-K 10.31 12/31/2006
10.46  10-K 10.31 12/31/2007
10.47  10-Q 10.1 9/30/2008
10.48  10-K 10.38 12/31/2008
10.49  10-K 10.35 12/31/2013
18.1       
21.1       

*Filed herewith
**Furnished herewith
Interactive Data File
101The following financial statements from Royal Caribbean Cruises Ltd.'s Annual Report on Form 10-K for the year ended December 31, 2018 formatted in XBRL are as follows:
(i)the Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2018, 2017 and 2016;
(ii)the Consolidated Balance Sheets at December 31, 2018 and 2017;
(iii)the Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016;
(iv)the Consolidated Statements of Shareholders' Equity for the years ended December 31, 2018, 2017 and 2016; and
(v)the Notes to the Consolidated Financial Statements, tagged in summary and detail.

Item 16.    Form 10-K and such Index to Exhibits is hereby incorporated herein by reference.Summary
None.

69


SIGNATURES
Pursuant to the requirements 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.
ROYAL CARIBBEAN CRUISES LTD.
(Registrant)
By:/s/ JASON T. LIBERTY
 
Jason T. Liberty  Executive Vice President, Chief Financial Officer

(Principal Financial Officer and duly authorized signatory)

February 22, 20162019
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 22, 2016.

2019.
/s/ RICHARD D. FAIN
Richard D. Fain
 Director, Chairman and Chief Executive Officer
(Principal Executive Officer)
 
/s/ JASON T. LIBERTY
Jason T. Liberty
 Executive Vice President, Chief Financial Officer
(Principal Financial Officer)
 
/s/ HENRY L. PUJOL
Henry L. Pujol
 Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)
 
*
John F. Brock
Director
 
*
Stephen R. Howe Jr.
Director
*
William L. Kimsey
 Director
 
*
Maritza G. Montiel
Director
 
*
Ann S. Moore
 Director
 
*
Eyal M. Ofer
 Director
 
*
Thomas J. Pritzker
 Director
 
*
William K. Reilly
 Director
 
*
Bernt Reitan
 Director
 
*
Vagn O. Sørensen
 Director
 
*
Donald Thompson
 Director
 
*
Arne Alexander Wilhelmsen
 Director
*By:/s/ JASON T. LIBERTY
 
Jason T. Liberty, as Attorney-in-Fact


70


INDEX TO EXHIBITS
Exhibits 10.14 through 10.43 represent management compensatory plans or arrangements.
    Incorporated By Reference
Exhibit Number Exhibit Description Form Exhibit Filing Date/ Period End Date
3.1 Restated Articles of Incorporation of the Company, as amended (composite) S-3 3.1 3/23/2009
3.2 Amended and Restated By-Laws of the Company 8-K 3.1 9/11/2013
4.1 Indenture dated as of July 15, 1994 between the Company, as issuer, and The Bank of New York Trust Company, N.A., successor to NationsBank of Georgia, National Association, as Trustee 20-F 2.4 12/31/1994
4.2 Sixth Supplemental Indenture dated as of October 14, 1997 to Indenture dated as of July 15, 1994 between the Company, as issuer, and The Bank of New York Trust Company, N.A., as Trustee 20-F 2.1 12/31/1997
4.3 Eighth Supplemental Indenture dated as of March 16, 1998 to Indenture dated as of July 15, 1994 between the Company, as issuer, and The Bank of New York Trust Company, N.A., as Trustee 20-F 2.1 12/31/1997
4.4 Fifteenth Supplemental Indenture dated as of June 12, 2006 to Indenture dated as of July 15, 1994 between the Company, as issuer, and The Bank of New York Trust Company, N.A., as Trustee 10-K 4.1 12/31/2006
4.5 Form of Indenture dated as of July 31, 2006 between the Company, as issuer, and The Bank of New York Trust Company, N.A., as Trustee S-3 4.1 7/31/2006
4.6 Second Supplemental Indenture dated as of November 7, 2012 between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee 8-K 4.1 11/7/2012
10.1 Amended and Restated Registration Rights Agreement dated as of July 30, 1997 among the Company, A. Wilhelmsen AS., Cruise Associates, Monument Capital Corporation, Archinav Holdings, Ltd. and Overseas Cruiseship, Inc. 20-F 2.20 12/31/1997
10.2 Amendment to the Amended and Restated Credit Agreement, dated as of June 15, 2015, among the Company, The Bank of Nova Scotia, as administrative agent for the lender parties and the lender parties 8-K 10.1 6/19/2015
10.2 Assignment and Amendment to the Credit Agreement, dated as of August 23, 2013, among the Company, Nordea Bank Finland plc, New York Branch, as administrative agent for the lender parties and the lender parties (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 26, 2013) 8-K 10.1 8/26/2013
10.3 Amendment No. 1 to the Amended and Restated Credit Agreement, dated as of July 10, 2015, among the Company Nordea Bank Finland Plc, New York Branch, as administrative agent for the lender parties and the lender parties 10-Q 10.2 6/30/2015
10.4 Amendment No. 1 to Amended and Restated Credit Agreement dated February 5, 2016 among the Company, the various financial institutions as are parties to the Credit Agreement and BNP PARIBAS FORTIS S.A./N.V., as administrative agent for the lenders*      
10.5 Amendment No. 1 to Amended and Restated Credit Agreement dated February 5, 2016 among the Company, the various financial institutions as are parties to the Credit Agreement and SKANDINAVISKA ENSKILDA BANKEN AB, as administrative agent for the lenders*      
10.6 Amendment to Hull No. S-691 Credit Agreement, dated as of January 19, 2016, among the Company and KFW IPEX-BANK GMBH as Hermes Agent, Administrative Agent and Lender*      
10.7 Amendment No. 4 to Hull No. S-697 Credit Agreement, dated as of February 2, 2016, between Company, the Lenders from time to time party thereto, the Mandated Lead Arrangers and KfW-IPEX-Bank GmbH, as Hermes Agent and Facility Agent*      

71


    Incorporated By Reference
Exhibit Number Exhibit Description Form Exhibit Filing Date/ Period End Date
10.8 Amendment No. 4 to Hull No. S-698 Credit Agreement, dated as of February 3, 2016, between Company, the Lenders from time to time party thereto, the Mandated Lead Arrangers and KfW-IPEX-Bank GmbH, as Hermes Agent and Facility Agent*      
10.9 Hull No. S-699 Credit Agreement, dated as of November 27, 2013, between Company, the Lenders from time to time party thereto, the Mandated Lead Arrangers and KfW-IPEX-Bank GmbH, as Hermes Agent and Facility Agent 8-K 10.1 12/3/2013
10.10 Amendment and Restatement Agreement dated as of January 15, 2016 in respect of a Facility Agreement dated as of July 9, 2013 between the Company, the Lenders from time to time party thereto, Société Générale, as Facility Agent and Mandated Lead Arranger, BNP Paribas, as Documentation Bank and Mandated Lead Arranger, and HSBC France, as Mandated Lead Arranger*      
10.11 Novation Agreement, dated as of January 30, 2015, between Frosaitomi Finance Ltd. the Company, Citibank International Limited, Citicorp Trustee Company Limited, Citibank N.A., London Branch and the banks and financial institutions as a lender parties thereto 8-K 10.1 2/5/2015
10.12 Hull No. S-700 Credit Agreement, dated as of November 13, 2015, among the Company, the Lenders from time to time party thereto and KfW IPEX-Bank GmbH, as Hermes Agent, Facility Agent and Initial Mandated Lead Arranger. 8-K 10.1 11/19/2015
10.13 Hull No. S-713 Credit Agreement, dated as of November 13, 2015, among the Company, the Lenders from time to time party thereto and KfW IPEX-Bank GmbH, as Hermes Agent, Facility Agent and Initial Mandated Lead Arranger. 8-K 10.2 11/19/2015
10.14 Royal Caribbean Cruises Ltd. 2000 Stock Award Plan 8-K 10.1 12/8/2005
10.15 Amendment No. 1 to 2000 Stock Award Plan 8-K 10.1 9/22/2006
10.16 Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan 10-Q 10.1 9/30/2014
10.17 Form of 2008 Equity Incentive Plan Stock Option Award Agreement—Incentive Options 10-Q 10.3 9/30/2008
10.18 Form of 2008 Equity Incentive Plan Stock Option Award Agreement—Nonqualified Options 10-Q 10.4 9/30/2008
10.19 Form of 2008 Equity Incentive Plan Restricted Stock Unit Agreement for grants made in 2012, 2013 and December 2014 10-Q 10.5 9/30/2008
10.20 Form of 2008 Equity Incentive Plan Restricted Stock Unit Agreement for grants made in February 2014, 2015 and 2016 10-K 10.23 12/31/2013
10.21 Form of 2008 Equity Incentive Plan Restricted Stock Unit Agreement—Director Grants 10-K 10.31 12/31/2010
10.22 Form of 2008 Equity Incentive Plan Performance Share Agreement for grants made in 2013 8-K 10.1 2/22/2012
10.23 Form of 2008 Equity Incentive Plan Performance Share Agreement for grants made in February 2014 10-K 10.23 12/31/2013
10.24 Form of 2008 Equity Incentive Plan Performance Share Agreement for grants made in December 2014 10-K 10.26 12/31/2014
10.25 Form of 2008 Equity Incentive Plan Performance Share Agreement for grants made in 2015 and 2016 10-K 10.27 12/31/2014
10.26 Form of 2008 Equity Incentive Plan Performance-Based Restricted Shares Agreement*      
10.27 Employment Agreement dated December 31, 2012 between the Company and Richard D. Fain 10-K 10.22 12/31/2012
10.28 Employment Agreement dated December 31, 2012 between the Company and Adam M. Goldstein 10-K 10.23 12/31/2012

72


    Incorporated By Reference
Exhibit Number Exhibit Description Form Exhibit Filing Date/ Period End Date
10.29 Employment Agreement dated December 31, 2012 between the Company and Harri U. Kulovaara 10-K 10.26 12/31/2012
10.30 Employment Agreement dated May 20, 2013 between the Company and Jason T. Liberty 10-Q 10.2 6/30/2013
10.31 Employment Agreement dated July 16, 2015 between the Company and Michael W. Bayley 10-Q 10.3 6/30/2015
10.32 Form of First Amendment to Employment Agreement dated as of February 6, 2015 (entered into between the Company and each of Messrs. Fain, Goldstein, Kulovaara and Liberty) 10-K 10.33 12/31/2014
10.33 Royal Caribbean Cruises Ltd. Executive Short-Term Bonus Plan 10-Q 10.4 6/30/2015
10.34 — Royal Caribbean Cruises Ltd. et. al. Non Qualified Deferred Compensation Plan, 8-K 10.2 12/8/2005
10.35 Amendment to Royal Caribbean Cruises Ltd. et. al. Non Qualified Deferred Compensation Plan 10-K 10.29 12/31/2006
10.36 Amendment to Royal Caribbean Cruises Ltd. et. al. Non Qualified Deferred Compensation Plan 10-K 10.28 12/31/2007
10.37 Amendment to Royal Caribbean Cruises Ltd. et. al. Non Qualified Deferred Compensation Plan 10-K 10.29 12/31/2007
10.38 Amendment to Royal Caribbean Cruises Ltd. et. al. Non Qualified Deferred Compensation Plan 10-K 10.36 12/31/2008
10.39 Royal Caribbean Cruises Ltd. Supplemental Executive Retirement Plan 8-K 10.3 12/8/2005
10.40 Amendment to Royal Caribbean Cruises Ltd. Supplemental Executive Retirement Plan 10-K 10.31 12/31/2006
10.41 Amendment to Royal Caribbean Cruises Ltd. Supplemental Executive Retirement Plan 10-K 10.31 12/31/2007
10.42 Amendment to Royal Caribbean Cruises Ltd. Supplemental Executive Retirement Plan 10-Q 10.1 9/30/2008
10.43 Amendment to Royal Caribbean Cruises Ltd. Supplemental Executive Retirement Plan 10-K 10.38 12/31/2008
10.44 Summary of Royal Caribbean Cruises Ltd. Board of Directors Compensation. 10-K 10.37 12/31/2014
10.43 Cruise Policy for Members of the Board of Directors of the Company 10-K 10.35 12/31/2013
12.1 Statement regarding computation of fixed charge coverage ratio*      
21.1 List of Subsidiaries*      
23.1 Consent of PricewaterhouseCoopers LLP, an independent registered certified public accounting firm*      
23.2 Consent of Drinker Biddle & Reath LLP*      
24.1 Power of Attorney*      
31.1 Certification of Richard D. Fain required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934*      
31.2 Certification of Jason T. Liberty required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934*      
32.1 Certification of Richard D. Fain and Jason T. Liberty pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code**      

*Filed herewith
**Furnished herewith
Interactive Data File

73


101—The following financial statements from Royal Caribbean Cruises Ltd.'s Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the SEC on February 19, 2016, formatted in XBRL, as follows:
(i)the Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2015, 2014 and 2013;
(ii)the Consolidated Balance Sheets at December 31, 2015 and 2014;
(iii)the Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013;
(iv)the Consolidated Statements of Shareholders' Equity for the years ended December 31, 2015, 2014 and 2013; and
(v)the Notes to the Consolidated Financial Statements, tagged in summary and detail.

74


ROYAL CARIBBEAN CRUISES LTD.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

F-1


Report of Independent Registered Certified Public Accounting Firm
To the Board of Directors and Shareholders
of Royal Caribbean Cruises Ltd.
Opinions on the Financial Statements and Internal Control over Financial Reporting
In our opinion,We have audited the accompanying consolidated balance sheets of Royal Caribbean Cruises Ltd. and its subsidiaries (the "Company") as of December 31, 2018 and 2017, and the related consolidated statements of comprehensive income (loss), cash flowsshareholders’ equity and shareholders' equity present fairly, in all material respects, the financial position of Royal Caribbean Cruises Ltd. and its subsidiaries at December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 20152018, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015,2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations ofCOSO.
Change in Accounting Principle
As discussed in Note 2 to the Treadway Commission (COSO). consolidated financial statements, the Company changed the manner in which it accounts for stock-based compensation expense in 2018.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on thesethe Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our integrated audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, andas well as evaluating the overall presentation of the consolidated financial statement presentation.statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
As described in Management's Report on Internal Control Over Financial Reporting, management has excluded Silversea Cruises from its assessment of internal control over financial reporting as of December 31, 2018 because it was acquired by the Company in a purchase business combination during 2018. We have also excluded Silversea Cruises from our audit of internal control over financial reporting. Silversea Cruises is a majority-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 5.0% and 1.4%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2018.
Definition and Limitations of Internal Control over Financial Reporting
A company'scompany’s internal control over financial reporting is a process designed 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. A company'scompany’s internal control over financial reporting includes those policies and

procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company'scompany’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Miami, Florida
February 22, 20162019

F-2



ROYAL CARIBBEAN CRUISES LTD.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 Year Ended December 31,
 2018 2017 2016
 (in thousands, except per share data)
Passenger ticket revenues$6,792,716
 $6,313,170
 $6,149,323
Onboard and other revenues2,701,133
 2,464,675
 2,347,078
Total revenues9,493,849
 8,777,845
 8,496,401
Cruise operating expenses:     
Commissions, transportation and other1,433,739
 1,363,170
 1,349,677
Onboard and other537,355
 495,552
 493,558
Payroll and related924,985
 852,990
 882,891
Food520,909
 492,857
 485,673
Fuel710,617
 681,118
 713,676
Other operating1,134,602
 1,010,892
 1,090,064
Total cruise operating expenses5,262,207
 4,896,579
 5,015,539
Marketing, selling and administrative expenses1,303,144
 1,186,016
 1,108,742
Depreciation and amortization expenses1,033,697
 951,194
 894,915
Operating Income1,894,801
 1,744,056
 1,477,205
Other income (expense):     
Interest income32,800
 30,101
 20,856
Interest expense, net of interest capitalized(333,672) (299,982) (307,370)
Equity investment income210,756
 156,247
 128,350
Other income (expense) (1)
11,107
 (5,289) (35,653)
 (79,009) (118,923) (193,817)
Net Income1,815,792
 1,625,133
 1,283,388
Less: Net Income attributable to noncontrolling interest4,750
 
 
Net Income attributable to Royal Caribbean Cruises Ltd.$1,811,042
 $1,625,133
 $1,283,388
Earnings per Share:     
Basic$8.60
 $7.57
 $5.96
Diluted$8.56
 $7.53
 $5.93
Comprehensive Income (Loss)     
Net Income$1,815,792
 $1,625,133
 $1,283,388
Other comprehensive income (loss):     
Foreign currency translation adjustments(14,251) 17,307
 2,362
Change in defined benefit plans7,643
 (5,583) (1,636)
(Loss) gain on cash flow derivative hedges(286,861) 570,495
 411,223
Total other comprehensive (loss) income(293,469) 582,219
 411,949
Comprehensive Income$1,522,323
 $2,207,352
 $1,695,337
Less: Comprehensive Income attributable to noncontrolling interest4,750
 
 
Comprehensive Income attributable to Royal Caribbean Cruises Ltd.$1,517,573
 $2,207,352
 $1,695,337

(1)
For the year ended December 31, 2016, Other income (expense) included a $21.7 million loss related to the 2016 elimination of the Pullmantur reporting lag.
 Year Ended December 31,
 2015 2014 2013
 (in thousands, except per share data)
Passenger ticket revenues$6,058,821
 $5,893,847
 $5,722,718
Onboard and other revenues2,240,253
 2,180,008
 2,237,176
Total revenues8,299,074
 8,073,855
 7,959,894
Cruise operating expenses:     
Commissions, transportation and other1,400,778
 1,372,785
 1,314,595
Onboard and other553,104
 582,750
 568,615
Payroll and related861,775
 847,641
 841,737
Food480,009
 478,130
 469,653
Fuel795,801
 947,391
 924,414
Other operating1,007,926
 1,077,584
 1,186,256
Total cruise operating expenses5,099,393
 5,306,281
 5,305,270
Marketing, selling and administrative expenses1,086,504
 1,048,952
 1,044,819
Depreciation and amortization expenses827,008
 772,445
 754,711
Impairment of Pullmantur related assets411,267
 
 
Restructuring and related impairment charges
 4,318
 56,946
 7,424,172
 7,131,996
 7,161,746
Operating Income874,902
 941,859
 798,148
Other income (expense):     
Interest income12,025
 10,344
 13,898
Interest expense, net of interest capitalized(277,725) (258,299) (332,422)
Extinguishment of unsecured senior notes
 
 (4,206)
Other income (expense) (including $12.0 million net deferred tax benefit related to impairments in 2015 and $33.5 million deferred tax benefit related to the reversal of a valuation allowance in 2014)56,581
 70,242
 (1,726)
 (209,119) (177,713) (324,456)
Net Income$665,783
 $764,146
 $473,692
Basic Earnings per Share:     
Net income$3.03
 $3.45
 $2.16
Diluted Earnings per Share:     
Net income$3.02
 $3.43
 $2.14
Comprehensive Income (Loss)     
Net Income$665,783
 $764,146
 $473,692
Other comprehensive (loss) income:     
Foreign currency translation adjustments(30,152) (26,102) 1,529
Change in defined benefit plans4,760
 (7,213) 10,829
(Loss) gain on cash flow derivative hedges(406,047) (869,350) 127,829
Total other comprehensive (loss) income(431,439) (902,665) 140,187
Comprehensive Income (Loss)$234,344
 $(138,519) $613,879


The accompanying notes are an integral part of these consolidated financial statements.
F-3


ROYAL CARIBBEAN CRUISES LTD.
CONSOLIDATED BALANCE SHEETS
 As of December 31,
 2015 2014
 (in thousands, except share data)
Assets   
Current assets   
Cash and cash equivalents$121,565
 $189,241
Trade and other receivables, net238,972
 261,392
Inventories121,332
 123,490
Prepaid expenses and other assets220,579
 226,960
Derivative financial instruments134,574
 
Total current assets837,022
 801,083
Property and equipment, net18,777,778
 18,193,627
Goodwill286,764
 420,542
Other assets1,020,291
 1,297,938
 $20,921,855
 $20,713,190
Liabilities and Shareholders' Equity   
Current liabilities   
Current portion of long-term debt$899,677
 $799,630
Accounts payable302,072
 331,505
Accrued interest38,325
 49,074
Accrued expenses and other liabilities658,601
 635,138
Derivative financial instruments651,866
 266,986
Customer deposits1,742,286
 1,766,914
Total current liabilities4,292,827
 3,849,247
Long-term debt7,767,378
 7,644,318
Other long-term liabilities798,611
 935,266
Commitments and contingencies (Note 15)
 
Shareholders' equity   
Preferred stock ($0.01 par value; 20,000,000 shares authorized; none outstanding)
 
Common stock ($0.01 par value; 500,000,000 shares authorized; 233,905,166 and 233,106,019 shares issued, December 31, 2015 and December 31, 2014, respectively)2,339
 2,331
Paid-in capital3,297,619
 3,253,552
Retained earnings6,944,862
 6,575,248
Accumulated other comprehensive loss(1,328,433) (896,994)
Treasury stock (15,911,971 and 13,808,683 common shares at cost, December 31, 2015 and December 31, 2014, respectively)(853,348) (649,778)
Total shareholders' equity8,063,039
 8,284,359
 $20,921,855
 $20,713,190

The accompanying notes are an integral part of these consolidated financial statements.
 As of December 31,
 2018 2017
 (in thousands, except share data)
Assets   
Current assets   
Cash and cash equivalents$287,852
 $120,112
Trade and other receivables, net324,507
 318,641
Inventories153,573
 111,393
Prepaid expenses and other assets456,547
 258,171
Derivative financial instruments19,565
 99,320
Total current assets1,242,044
 907,637
Property and equipment, net23,466,163
 19,735,180
Goodwill1,378,353
 288,512
Other assets1,611,710
 1,429,597
Total assets$27,698,270
 $22,360,926
Liabilities, redeemable noncontrolling interest and shareholders' equity   
Current liabilities   
Current portion of long-term debt$1,646,841
 $1,188,514
Commercial paper775,488
 
Accounts payable488,212
 360,113
Accrued interest74,550
 47,469
Accrued expenses and other liabilities899,761
 903,022
Derivative financial instruments78,476
 47,464
Customer deposits3,148,837
 2,308,291
Total current liabilities7,112,165
 4,854,873
Long-term debt8,355,370
 6,350,937
Other long-term liabilities583,254
 452,813
Total liabilities16,050,789
 11,658,623
Commitments and contingencies (Note 18)
 
Redeemable noncontrolling interest542,020
 
Shareholders' equity   
Preferred stock ($0.01 par value; 20,000,000 shares authorized; none outstanding)
 
Common stock ($0.01 par value; 500,000,000 shares authorized; 235,847,683 and 235,198,901 shares issued, December 31, 2018 and December 31, 2017, respectively)2,358
 2,352
Paid-in capital3,420,900
 3,390,117
Retained earnings10,263,282
 9,022,405
Accumulated other comprehensive loss(627,734) (334,265)
Treasury stock (26,830,765 and 21,861,308 common shares at cost, December 31, 2018 and December 31, 2017, respectively)(1,953,345) (1,378,306)
Total shareholders' equity11,105,461
 10,702,303
Total liabilities, redeemable noncontrolling interest and shareholders’ equity$27,698,270
 $22,360,926
F-4


ROYAL CARIBBEAN CRUISES LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended December 31,
 2015 2014 2013
 (in thousands)
Operating Activities     
Net income$665,783
 $764,146
 $473,692
Adjustments:     
Depreciation and amortization827,008
 772,445
 754,711
Impairment of Pullmantur related assets411,267
 
 
Restructuring related impairments
 
 33,514
Net deferred income tax (benefit) expense(10,001) (41,003) 1,481
Loss on sale of property and equipment
 17,401
 
Loss on derivative instruments not designated as hedges59,162
 48,637
 19,287
Loss on extinguishment of unsecured senior notes
 
 4,206
Changes in operating assets and liabilities:     
Decrease in trade and other receivables, net63,102
 100,095
 95,401
Decrease (increase) in inventories1,197
 26,254
 (4,321)
Decrease (increase) in prepaid expenses and other assets14,905
 41,077
 (22,657)
(Decrease) increase in accounts payable(25,278) (40,651) 18,957
Decrease in accrued interest(10,749) (53,951) (3,341)
Increase (decrease) in accrued expenses and other liabilities41,754
 70,565
 (6,714)
(Decrease) increase in customer deposits(92,849) 14,885
 37,077
Dividends received from unconsolidated affiliates33,338
 5,814
 5,093
Other, net(32,273) 18,045
 5,682
Net cash provided by operating activities1,946,366
 1,743,759
 1,412,068
Investing Activities     
Purchases of property and equipment(1,613,340) (1,811,398) (763,777)
Cash paid on settlement of derivative financial instruments(178,597) (68,098) (17,338)
Investments in and loans to unconsolidated affiliates(56,163) (188,595) (70,626)
Cash received on loans to unconsolidated affiliates124,253
 76,167
 23,372
Proceeds from sale of property and equipment
 220,000
 
Other, net(19,128) 1,546
 3,831
Net cash used in investing activities(1,742,975) (1,770,378) (824,538)
Financing Activities     
Debt proceeds4,399,501
 4,153,958
 2,449,464
Debt issuance costs(68,020) (72,974) (57,622)
Repayments of debt(4,118,553) (3,724,218) (2,856,481)
Purchase of treasury stock(200,000) (236,074) 
Dividends paid(280,212) (198,952) (143,629)
Proceeds from exercise of common stock options11,252
 70,879
 30,125
Cash received on settlement of derivative financial instruments
 22,835
 
Other, net2,520
 2,026
 1,517
Net cash (used in) provided by financing activities(253,512) 17,480
 (576,626)
Effect of exchange rate changes on cash(17,555) (6,307) (1,072)
Net (decrease) increase in cash and cash equivalents(67,676) (15,446) 9,832

The accompanying notes are an integral part of these consolidated financial statements.
F-5

ROYAL CARIBBEAN CRUISES LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash and cash equivalents at beginning of year189,241
 204,687
 194,855
Cash and cash equivalents at end of year$121,565
 $189,241
 $204,687
Supplemental Disclosures     
Cash paid during the year for:     
Interest, net of amount capitalized$248,611
 $276,933
 $319,476

     
Non-Cash Investing Activities     
  Purchase of property and equipment through asset trade-in$
 $
 $46,375
 Year Ended December 31,
 2018 2017 2016
  
Operating Activities     
Net Income$1,815,792
 $1,625,133
 $1,283,388
Adjustments:     
Depreciation and amortization1,033,697
 951,194
 894,915
Impairment losses33,651
 
 
Net deferred income tax (benefit) expense(2,679) 1,730
 2,608
Loss (gain) on derivative instruments not designated as hedges61,148
 (61,704) 45,670
Share-based compensation expense46,061
 69,459
 32,659
Equity investment income(210,756) (156,247) (128,350)
Amortization of debt issuance costs41,978
 45,943
 52,795
Gain on sale of property and equipment
 (30,902) 
Gain on sale of unconsolidated affiliate(13,680) 
 
Recognition of deferred gain(21,794) 
 
Changes in operating assets and liabilities:     
(Increase) decrease in trade and other receivables, net(9,573) (32,043) 4,759
(Increase) decrease in inventories(23,849) 2,424
 (1,679)
(Increase) decrease in prepaid expenses and other assets(71,770) 20,859
 11,519
Increase in accounts payable91,737
 36,780
 29,564
Increase in accrued interest18,773
 1,303
 7,841
Increase in accrued expenses and other liabilities42,937
 34,215
 20,718
Increase in customer deposits385,990
 274,705
 188,632
Dividends received from unconsolidated affiliates243,101
 109,677
 75,942
Other, net18,375
 (17,960) (4,291)
Net cash provided by operating activities3,479,139
 2,874,566
 2,516,690
Investing Activities     
Purchases of property and equipment(3,660,028) (564,138) (2,494,363)
Cash received on settlement of derivative financial instruments76,529
 63,224
 110,637
Cash paid on settlement of derivative financial instruments(98,074) 
 (323,839)
Investments in and loans to unconsolidated affiliates(27,172) (10,396) (9,155)
Cash received on loans to unconsolidated affiliates124,238
 62,303
 38,213
Proceeds from the sale of property and equipment
 230,000
 
Proceeds from the sale of unconsolidated affiliate13,215
 
 
Acquisition of Silversea Cruises, net of cash acquired(916,135) 
 
Other, net (1)
(1,731) 5,415
 (46,385)
Net cash used in investing activities(4,489,158) (213,592) (2,724,892)
Financing Activities     
Debt proceeds8,590,740
 5,866,966
 7,338,560
Debt issuance costs(81,959) (51,590) (88,241)
Repayments of debt(6,963,511) (7,835,087) (6,365,570)
Proceeds from issuance of commercial paper notes4,730,286
 
 
Repayments of commercial paper notes(3,965,450) 
 

The accompanying notes are an integral part of these consolidated financial statements.
F-6




ROYAL CARIBBEAN CRUISES LTD.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
 Common Stock Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Shareholders' Equity
 (in thousands)
Balances at January 1, 2013$2,291
 $3,109,887
 $5,744,791
 $(134,516) $(413,704) $8,308,749
Issuance under employee related plans17
 49,151
 
 
 
 49,168
Common Stock dividends
 
 (162,727) 
 
 (162,727)
Dividends declared by Pullmantur Air, S.A.(1)

 
 (804) 
 
 (804)
Changes related to cash flow derivative hedges
 
 
 127,829
 
 127,829
Change in defined benefit plans
 
 
 10,829
 
 10,829
Foreign currency translation adjustments
 
 
 1,529
 
 1,529
Net income
 
 473,692
 
 
 473,692
Balances at December 31, 20132,308
 3,159,038
 6,054,952
 5,671
 (413,704) 8,808,265
Issuance under employee related plans23
 94,514
 
 
 
 94,537
Common Stock dividends
 
 (243,550) 
 
 (243,550)
Dividends declared by non-controlling interest (2)

 
 (300) 
 
 (300)
Changes related to cash flow derivative hedges
 
 
 (869,350) 
 (869,350)
Change in defined benefit plans
 
 
 (7,213) 
 (7,213)
Foreign currency translation adjustments
 
 
 (26,102) 
 (26,102)
Purchases of Treasury Stock
 
 
 
 (236,074) (236,074)
Net income
 
 764,146
 
 
 764,146
Balances at December 31, 20142,331
 3,253,552
 6,575,248
 (896,994) (649,778) 8,284,359
Issuance under employee related plans8
 40,497
 
 
 
 40,505
Common Stock dividends
 
 (296,169) 
 
 (296,169)
Changes related to cash flow derivative hedges
 
 
 (406,047) 
 (406,047)
Change in defined benefit plans
 
 
 4,760
 
 4,760
Foreign currency translation adjustments
 
 
 (30,152) 
 (30,152)
Purchases of Treasury Stock
 3,570
 
 
 (203,570) (200,000)
Net income
 
 665,783
 
 
 665,783
Balances at December 31, 2015$2,339
 $3,297,619
 $6,944,862
 $(1,328,433) $(853,348) $8,063,039
 Common Stock Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Shareholders' Equity
 (in thousands)
Balances at January 1, 2016$2,339
 $3,297,619
 $6,944,862
 $(1,328,433) $(853,348) $8,063,039
Activity related to employee stock plans7
 30,898
 
 
 
 30,905
Common stock dividends, $1.71 per share
 
 (367,909) 
 
 (367,909)
Changes related to cash flow derivative hedges
 
 
 411,223
 
 411,223
Change in defined benefit plans
 
 
 (1,636) 
 (1,636)
Foreign currency translation adjustments
 
 
 2,362
 
 2,362
Purchase of treasury stock
 
 
 
 (299,960) (299,960)
Net Income attributable to Royal Caribbean Cruises Ltd.
 
 1,283,388
 
 
 1,283,388
Balances at December 31, 20162,346
 3,328,517
 7,860,341
 (916,484) (1,153,308) 9,121,412
Activity related to employee stock plans6
 61,600
 
 
 
 61,606
Common stock dividends, $2.16 per share
 
 (463,069) 
 
 (463,069)
Changes related to cash flow derivative hedges
 
 
 570,495
 
 570,495
Change in defined benefit plans
 
 
 (5,583) 
 (5,583)
Foreign currency translation adjustments
 
 
 17,307
 
 17,307
Purchases of treasury stock
 
 
 
 (224,998) (224,998)
Net Income attributable to Royal Caribbean Cruises Ltd.
 
 1,625,133
 
 
 1,625,133
Balances at December 31, 20172,352
 3,390,117
 9,022,405
 (334,265) (1,378,306) 10,702,303
Cumulative effect of accounting changes
 
 (23,476) 
 
 (23,476)
Activity related to employee stock plans6
 30,783
 
 
 
 30,789
Common stock dividends, $2.60 per share
 
 (546,689) 
 
 (546,689)
Changes related to cash flow derivative hedges
 
 
 (286,861) 
 (286,861)
Change in defined benefit plans
 
 
 7,643
 
 7,643
Foreign currency translation adjustments
 
 
 (14,251) 
 (14,251)
Purchases of treasury stock
 
 
 
 (575,039) (575,039)
Net Income attributable to Royal Caribbean Cruises Ltd.
 
 1,811,042
 
 
 1,811,042
Balances at December 31, 2018$2,358
 $3,420,900
 $10,263,282
 $(627,734) $(1,953,345) $11,105,461

(1)Dividends declared by Pullmantur Air, S.A. to its non-controlling shareholder.
(2)Dividends declared by Falmouth Land Company Limited to its non-controlling shareholder.

The following table summarizes activity in accumulated other comprehensive income (loss) related to derivatives designated as cash flow hedges (in thousands):

 Year Ended December 31,
 2015 2014 2013
Accumulated net (loss) gain on cash flow derivative hedges at beginning of year$(826,026) $43,324
 $(84,505)
Net (loss) gain on cash flow derivative hedges(697,671) (919,094) 188,073
Net loss (gain) reclassified into earnings291,624
 49,744
 (60,244)
Accumulated net (loss) gain on cash flow derivative hedges at end of year$(1,232,073) $(826,026) $43,324

The accompanying notes are an integral part of these consolidated financial statements.
F-7


ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1. General
Description of Business
We are a global cruise company. We own and operate four global cruise brands: Royal Caribbean International, Celebrity Cruises, Pullmantur, Azamara Club Cruises CDF Croisières de France and, most recently, Silversea Cruises (collectively, our "Global Brands"). We also own a 50% joint venture interest in the German brand TUI Cruises.Cruises and a 49% interest in the Spanish brand Pullmantur (collectively, our "Partner Brands"). We account for our investments in our Partner Brands under the equity method of accounting. Together, these six brandsour Global Brands and our Partner Brands operate a combined 4460 ships as of December 31, 2015.2018. Our ships operate on a selection of worldwide itineraries that call on approximately 490more than 1,000 destinations on all seven continents.
On July 31, 2018, we acquired a 66.7% equity stake in Silversea Cruise Holding Ltd. ("Silversea Cruises"), an ultra-luxury and expedition cruise line with nine ships, from Silversea Cruises Group Ltd. ("SCG") for $1.02 billion in cash and contingent consideration. Refer to Note 3. Business Combination for further information on the Silversea Cruises acquisition.
In March 2018, we and Ctrip.com International Ltd. ("Ctrip") announced the decision to end the Skysea Holding International Ltd. ("Skysea Holding") venture in which we have a 36% ownership interest. Skysea Holding ceased cruising operations in September 2018, and in December 2018, the Golden Era, the ship operated by SkySea Cruises, and owned by a wholly-owned subsidiary of Skysea Holding, was sold to an affiliate of TUI AG, our joint venture partner in TUI Cruises. Refer to Note8. Other Assets for further information regarding our investment in SkySea Holding.
Basis for Preparation of Consolidated Financial Statements
The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Estimates are required for the preparation of financial statements in accordance with these principles. Actual results could differ from these estimates. Refer to Note 2. Summary of Significant Accounting Policies for a discussion of our significant accounting policies.
All significant intercompany accounts and transactions are eliminated in consolidation. We consolidate entities over which we have control, usually evidenced by a direct ownership interest of greater than 50%, and variable interest entities where we are determined to be the primary beneficiary. Refer to Note 6.8. Other Assets for further information regarding our variable interest entities. We consolidate the operating results of Silversea Cruises on a three-month reporting lag to allow for more timely preparation of our consolidated financial statements. No material events or other transactions involving Silversea Cruises have occurred from September 30, 2018 through December 31, 2018 that would require further disclosure or adjustment to our consolidated financial statements as of and for the year ended December 31, 2018. For affiliates we do not control but over which we have significant influence on financial and operating policies, usually evidenced by a direct ownership interest from 20% to 50%, the investment is accounted for using the equity method.
Effective July 31, 2016, we sold 51% of our interest in Pullmantur Holdings, the parent company of the Pullmantur brand. We consolidateretained a 49% interest in Pullmantur Holdings as well as full ownership of the four vessels currently operated by the Pullmantur brand under bareboat charter arrangements. Prior to January 1, 2016, we consolidated the operating results of Pullmantur and CDF Croisières de FranceHoldings on a two-month reporting lag to allow for more timely preparation of our consolidated financial statements. No material events or transactions affecting Pullmantur or CDF Croisières de France have occurred duringEffective January 1, 2016, we eliminated the two-month reporting lag periodto reflect Pullmantur Holdings' financial position, results of operations and cash flows concurrently and consistently with the fiscal calendar of the Company ("elimination of the Pullmantur reporting lag") and accounted for this change in accounting principle in our consolidated results for the year ended December 31, 2016. The impact of the elimination of the reporting lag was immaterial for our fiscal year ended December 31, 2016. Accordingly, the results of Pullmantur Holdings for November and December 2015 that would require disclosure or adjustmentwere included in our statement of comprehensive income (loss) for the year ended

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ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


December 31, 2016. The effect of this change was a decrease to net income of $21.7 million, which has been reported within Other income (expense) in our consolidated financial statements as of comprehensive income (loss) for the year ended December 31, 2015.2016.
Note 2. Summary of Significant Accounting Policies
Revenues and Expenses
Deposits received on sales of passenger cruises are initially recorded as customer deposit liabilities on our balance sheet. Customer deposits are subsequently recognized as passenger ticket revenues, together with revenues from onboard and other goods and services and all associated cruise operating expenses of a voyage.

Historically, we recognized revenues and cruise operating expenses for our shorter voyages (voyages of ten days or less) upon voyage completion while we recognized revenues and cruise operating expenses for voyages in excess of ten days For further information on a pro-rata basis. We followed this completed voyagerevenue recognition, approach on our shorter voyages because the difference between prorating revenue from such voyages and recognizing such revenue at the completion of the voyage was immaterialrefer to our consolidated financial statements. As of September 30, 2014, we changed our methodology and recognized passenger ticket revenues, revenues from onboard and other goods and services and all associated cruise operating expenses for all of our uncompleted voyages on a pro-rata basis. We believe that recognizing revenues and cruise operating expenses on a pro-rata basis for all voyages is preferable as revenues and expenses are recorded in the period in which the revenue generating activities are performed.

The effect of this change was an increase toNote. 4 Passenger ticket revenues and Onboard and other revenues, as well as an increase to our Cruise operating expensesRevenues. The change was not individually material to our revenues or any of our cruise operating expenses, and resulted in an aggregate increase to operating income and net income of $53.2 million for the year ended December 31, 2014. In addition, the change has not been retrospectively applied to prior periods, as the impact of prorating all voyages was immaterial to the respective periods presented.

F-8

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Revenues and expenses include port costs that vary with guest head counts. The amounts of such port costs included in Passenger ticket revenues on a gross basis were $561.1 million, $546.6 million and $494.2 million for the years 2015, 2014 and 2013, respectively.
Cash and Cash Equivalents
Cash and cash equivalents include cash and marketable securities with original maturities of less than 90 days.
Inventories
Inventories consist of provisions, supplies and fuel carried at the lower of cost (weighted-average) or market.net realizable value.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and amortization. We capitalize interest as part of the cost of acquiring certain assets. Improvement costs that we believe add value to our ships are capitalized as additions to the ship and depreciated over the shorter of the improvements' estimated useful lives or that of the associated ship. The estimated cost and accumulated depreciation of replaced or refurbished ship components are written off and any resulting losses are recognized in Cruise operating expenses. Liquidated damages received from shipyards as a result of the late delivery of a new ship are recorded as reductions to the cost basis of the ship.
Depreciation of property and equipment is computed using the straight-line method over the estimated useful life of the asset. The useful lives of our ships are generally 30 years, net of a 15% projected residual value. The 30-year useful life of our newly constructed ships and 15% associated residual value are both based on the weighted-average of all major components of a ship. Our useful life and residual value estimates take into consideration the impact of anticipated technological changes, long-term cruise and vacation market conditions and historical useful lives of similarly-built ships. In addition, we take into consideration our estimates of the weighted-average useful lives of the ships' major component systems, such as hull, superstructure, main electric, engines and cabins. Depreciation for assets under capital leases is computed using the shorter of the lease term or related asset life.
Depreciation of property and equipment is computed utilizing the following useful lives:
 Years
Shipsgenerally 30
Ship improvements3-20
Buildings and improvements10-40
Computer hardware and software3-53-10
Transportation equipment and other3-30
Leasehold improvementsShorter of remaining lease term or useful life 3-30
We review long-lived assets for impairment whenever events or changes in circumstances indicate, based on estimated undiscounted future cash flows, that the carrying amount of these assets may not be fully recoverable. For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets

F-10

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


and liabilities. The lowest level for which we maintain identifiable cash flows that are independent of the cash flows of other assets and liabilities is at the ship level for our ships and at the aggregated asset group level for our aircraft.ships. If estimated future cash flows are less than the carrying value of an asset, an impairment charge is recognized to the extent its carrying value exceeds fair value.
We use the deferral method to account for drydocking costs. Under the deferral method, drydocking costs incurred are deferred and charged to expense on a straight-line basis over the period to the next scheduled drydock, which we estimate to be a period of thirty to sixty months based on the vessel's age as required by Class. Deferred drydock costs consist of the costs to drydock the vessel and other costs incurred in connection with the drydock which are necessary to maintain the vessel's Class certification. Class certification is necessary in order for our cruise ships to be flagged

F-9

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


in a specific country, obtain liability insurance and legally operate as passenger cruise ships. The activities associated with those drydocking costs cannot be performed while the vessel is in service and, as such, are done during a drydock as a planned major maintenance activity. The significant deferred drydock costs consist of hauling and wharfage services provided by the drydock facility, hull inspection and related activities (e.g., scraping, pressure cleaning, bottom painting), maintenance to steering propulsion, thruster equipment and ballast tanks, port services such as tugs, pilotage and line handling, and freight associated with these items. We perform a detailed analysis of the various activities performed for each drydock and only defer those costs that are directly related to planned major maintenance activities necessary to maintain Class. The costs deferred are not otherwise routinely periodically performed to maintain a vessel's designed and intended operating capability. Repairs and maintenance activities are charged to expense as incurred.
Goodwill
Goodwill represents the excess of cost over the fair value of net tangible and identifiable intangible assets acquired. We review goodwill for impairment at the reporting unit level annually or, when events or circumstances dictate, more frequently. The impairment review for goodwill consists of a qualitative assessment of whether it is more-likely-than-not that a reporting unit's fair value is less than its carrying amount, and if necessary, a two-step goodwill impairment test. Factors to consider when performing the qualitative assessment include general economic conditions, limitations on accessing capital, changes in forecasted operating results, changes in fuel prices and fluctuations in foreign exchange rates. If the qualitative assessment demonstrates that it is more-likely-than-not that the estimated fair value of the reporting unit exceeds its carrying value, it is not necessary to perform the two-step goodwill impairment test. We may elect to bypass the qualitative assessment and proceed directly to step one, for any reporting unit, in any period. On a periodic basis, we elect to bypass the qualitative assessment and proceed to step one to corroborate the results of recent years' qualitative assessments. We can resume the qualitative assessment for any reporting unit in any subsequent period. When performing the two-step goodwill impairment test, the fair value of the reporting unit is determined and compared to the carrying value of the net assets allocated to the reporting unit. If the fair value of the reporting unit exceeds its carrying value, no further analysis or write-down of goodwill is required. If the fair value of the reporting unit is less than the carrying value of its net assets, the implied fair value of the reporting unit is allocated to all its underlying assets and liabilities, including both recognized and unrecognized tangible and intangible assets, based on their fair value. If necessary, goodwill is then written down to its implied fair value.
Intangible Assets
In connection with our acquisitions, we have acquired certain intangible assets to which value has been assigned based on our estimates. Intangible assets that are deemed to have an indefinite life are not amortized, but are subject to an annual impairment test, or when events or circumstances dictate, more frequently. The indefinite-life intangible asset impairment test consists of a comparison of the fair value of the indefinite-life intangible asset with its carrying amount. If the carrying amount exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. If the fair value exceeds its carrying amount, the indefinite-life intangible asset is not considered impaired.
Other intangible assets assigned finite useful lives are amortized on a straight-line basis over their estimated useful lives.



F-11

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Contingencies —Litigation— Litigation
On an ongoing basis, we assess the potential liabilities related to any lawsuits or claims brought against us. While it is typically very difficult to determine the timing and ultimate outcome of such actions, we use our best judgment to determine if it is probable that we will incur an expense related to the settlement or final adjudication of such matters and whether a reasonable estimation of such probable loss, if any, can be made. In assessing probable losses, we take into consideration estimates of the amount of insurance recoveries, if any, which are recorded as assets when recoverability is probable. We accrue a liability when we believe a loss is probable and the amount of loss can be reasonably estimated. Due to the inherent uncertainties related to the eventual outcome of litigation and potential insurance recoveries, it is possible that certain matters may be resolved for amounts materially different from any provisions or disclosures that we have previously made.

F-10

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Advertising Costs
Advertising costs are expensed as incurred except those costs which result in tangible assets, such as brochures, which are treated as prepaid expenses and charged to expense as consumed. Advertising costs consist of media advertising as well as brochure, production and direct mail costs.
Media advertising was $242.8$255.7 million, $205.2$233.5 million and $205.8$240.3 million, and brochure, production and direct mail costs were $127.1$133.4 million, $136.7$126.7 million and $137.1$120.8 million for the years 2015, 2014ended December 31, 2018, 2017 and 2013,2016, respectively.
Derivative Instruments
We enter into various forward, swap and option contracts to manage our interest rate exposure and to limit our exposure to fluctuations in foreign currency exchange rates and fuel prices. These instruments are recorded on the balance sheet at their fair value and the vast majority are designated as hedges. We also use non-derivative financial instruments designated as hedges of our net investment in our foreign operations and investments. Although certain of our derivative financial instruments do not qualify or are not accounted for under hedge accounting, we doour objective is not to hold or issue derivative financial instruments for trading or other speculative purposes.
At inception of the hedge relationship, a derivative instrument that hedges the exposure to changes in the fair value of a firm commitment or a recognized asset or liability is designated as a fair value hedge. A derivative instrument that hedges a forecasted transaction or the variability of cash flows related to a recognized asset or liability is designated as a cash flow hedge.
Changes in the fair value of derivatives that are designated as fair value hedges are offset against changes in the fair value of the underlying hedged assets, liabilities or firm commitments. Gains and losses on derivatives that are designated as cash flow hedges are recorded as a component of Accumulated other comprehensive loss until the underlying hedged transactions are recognized in earnings. The foreign currency transaction gain or loss of our non-derivative financial instruments and the changes in the fair value of derivatives designated as hedges of our net investment in foreign operations and investments are recognized as a component of Accumulated other comprehensive loss along with the associated foreign currency translation adjustment of the foreign operation.operation or investment. In certain hedges of our net investment in foreign operations and investments, we exclude forward points from the assessment of hedge effectiveness and we amortize the related amounts directly into earnings.
On an ongoing basis, we assess whether derivatives used in hedging transactions are "highly effective" in offsetting changes in the fair value or cash flow of hedged items. We use the long-haul method to assess hedge effectiveness using regression analysis for each hedge relationship under our interest rate, foreign currency and fuel hedging programs. We apply the same methodology on a consistent basis for assessing hedge effectiveness to all hedges within each hedging program (i.e., interest rate, foreign currency and fuel). We perform regression analyses over an observation period of up to three years, utilizing market data relevant to the hedge horizon of each hedge relationship. High effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the changes in the fair values of the derivative instrument and the hedged item. The determination of ineffectiveness is based on the amount of dollar offset between the change in fair value of the derivative instrument and the change in fair value of the hedged item at the end of the reporting period. If it is determined that a derivative is

F-12

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


not highly effective as a hedge or hedge accounting is discontinued, any change in fair value of the derivative since the last date at which it was determined to be effective is recognized in earnings. In addition, the ineffective portion of our highly effective hedges is immediately recognized in earnings and reported in Other income (expense) in our consolidated statements of comprehensive income (loss).
Cash flows from derivative instruments that are designated as fair value or cash flow hedges are classified in the same category as the cash flows from the underlying hedged items. In the event that hedge accounting is discontinued, cash flows subsequent to the date of discontinuance are classified within investing activities. Cash flows from derivative instruments not designated as hedging instruments are classified as investing activities.
We consider the classification of the underlying hedged item’s cash flows in determining the classification for the designated derivative instrument’s cash flows. We classify derivative instrument cash flows from hedges of benchmark interest rate or hedges of fuel expense as operating activities due to the nature of the hedged item. Likewise,

F-11

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


we classify derivative instrument cash flows from hedges of foreign currency risk on our newbuild ship payments as investing activities and derivative instrument cash flows from hedges of foreign currency risk on debt payments as financing activities.
Foreign Currency Translations and Transactions
We translate assets and liabilities of our foreign subsidiaries whose functional currency is the local currency, at exchange rates in effect at the balance sheet date. We translate revenues and expenses at weighted-average exchange rates for the period. Equity is translated at historical rates and the resulting foreign currency translation adjustments are included as a component of Accumulated other comprehensive loss, which is reflected as a separate component of Shareholders' equity. Exchange gains or losses arising from the remeasurement of monetary assets and liabilities denominated in a currency other than the functional currency of the entity involved are immediately included in our earnings, except for certain liabilities that have been designated to act as a hedge of a net investment in a foreign operation or investment. Exchange gains (losses) were $34.6$57.6 million, $49.5$(75.6) million and $13.4$39.8 million for the years 2015, 2014ended December 31, 2018, 2017 and 2013,2016, respectively, and were recorded within Other income (expense). The majority of our transactions are settled in United States dollars. Gains or losses resulting from transactions denominated in other currencies are recognized in income at each balance sheet date.
Concentrations of Credit Risk
We monitor our credit risk associated with financial and other institutions with which we conduct significant business and, to minimize these risks, we select counterparties with credit risks acceptable to us and we seek to limit our exposure to an individual counterparty. Credit risk, including but not limited to counterparty nonperformance under derivative instruments, our credit facilities and new ship progress payment guarantees, is not considered significant, as we primarily conduct business with large, well-established financial institutions, insurance companies and export credit agencies many of which we have long-term relationships with and which have credit risks acceptable to us or where the credit risk is spread out among a large number of counterparties. As of December 31, 2015,2018 and 2017, we had counterparty credit risk exposure under our derivative instruments of approximately $4.8$5.6 million and $212.8 million, respectively, which waswere limited to the cost of replacing the contracts in the event of non-performance by the counterparties to the contracts, allthe majority of which are currently our lending banks. As of December 31, 2014, we did not have any exposure under our derivative instruments. We do not anticipate nonperformance by any of our significant counterparties. In addition, we have established guidelines we follow regarding credit ratings and instrument maturities to maintain safety and liquidity. We do not normally require collateral or other security to support credit relationships; however, in certain circumstances this option is available to us.
Earnings Per Share
Basic earnings per share is computed by dividing net income Net Income attributable to Royal Caribbean Cruises Ltd.by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share incorporates the incremental shares issuable upon the assumed exercise of stock options and conversion of potentially dilutive securities.

F-13

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Stock-Based Employee Compensation
We measure and recognize compensation expense at the estimated fair value of employee stock awards. Compensation expense for awards and the related tax effects are recognized as they vest. We use the estimated amount of expected forfeitures to calculate compensation costs for all outstanding awards.
Segment Reporting
We control and operate five wholly-ownedfour global cruise brands,brands: Royal Caribbean International, Celebrity Cruises, Azamara Club Cruises and most recently, Silversea Cruises. We also own a 50% joint venture interest in the German brand TUI Cruises, a 49% interest in the Spanish brand Pullmantur and CDF Croisières de France. In addition, we have a 50% investment36% interest in a joint venture with TUI AGthe Chinese brand SkySea Cruises, which operates the brand TUI Cruises.ceased cruising operations in September 2018. We believe our global brands possess the versatility to enter multiple cruise market segments within the cruise vacation industry. Although each of ourthese brands hashave its own marketing style as well as ships and crews of various sizes, the nature of the products sold and services delivered by ourthese brands share a common base (i.e., the sale and provision of cruise vacations). Our brands also have similar itineraries as well as similar cost

F-12

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


and revenue components. In addition, our brands source passengers from similar markets around the world and operate in similar economic environments with a significant degree of commercial overlap. As a result, our brands (including TUI Cruises) have been aggregated as a single reportable segment based on the similarity of their economic characteristics, types of consumers, regulatory environment, maintenance requirements, supporting systems and processes as well as products and services provided. Our Chairman and Chief Executive Officer has been identified as the chief operating decision-maker and all significant operating decisions including the allocation of resources are based upon the analyses of the Company as one segment.
Information Refer to Note 4. Revenues for passenger ticket revenue information by geographic area is shown in the table below. Passenger ticket revenues are attributed to geographic areas based on where the reservation originates.area.

2015
2014
2013
Passenger ticket revenues: 
 
 
United States55%
53% 52%
All other countries45%
47% 48%
RecentAdoption of Accounting Pronouncements
On January 1, 2018, we adopted the guidance codified in Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers, and applied the guidance to all contracts using the modified retrospective method. The new standard converged wide-ranging revenue recognition concepts and requirements that lead to diversity in application for particular industries and transactions into a single revenue standard containing comprehensive principles for recognizing revenue. The cumulative effect of applying the newly issued guidance was not material and accordingly there was no adjustment made to our retained earnings upon adoption on January 1, 2018. The newly adopted guidance has not had a material impact on our consolidated financial statements on an ongoing basis. Due to the adoption of ASC 606, we currently present prepaid commissions as an asset within Prepaid expenses and other assets. In May 2014, amended GAAPaddition, we have reclassified prepaid commissions of $64.6 million from Customer deposits to Prepaid expenses and other assets in our consolidated balance sheet as of December 31, 2017. Refer to Note 4. Revenues for disclosures with respect to our revenue recognition policies.
On January 1, 2018, we adopted the guidance in Accounting Standard Update ("ASU") 2016-16, Income Taxes 740: Intra-Entity Transfers of Assets Other Than Inventory, which requires the income tax consequences of an intra-entity transfer of an asset, other than inventory, to be recognized at the time that the transfer occurs, rather than when the asset is sold to an outside party. We adopted the standard using the modified retrospective method and recorded a cumulative-effect adjustment to reduce retained earnings as of January 1, 2018 by $6.6 million, which reflects the elimination of the deferred tax asset related to intercompany asset transfers.
On January 1, 2018, we adopted the guidance in ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which was issued to clarifysimplify and align the principles usedfinancial reporting of hedging relationships to recognize revenuethe economic results of an entity’s risk management activities. We adopted the amended guidance using the modified retrospective approach. Adoption of the guidance allowed us to modify the designated risk in our fair value interest rate hedges to the benchmark interest rate component, resulting in changes to the cumulative and ongoing fair value measurement for the hedged debt. Upon adoption, we also elected to hedge the contractually specified components of our commodities purchase contracts. For our cash flow hedges, there will be no periodic measurement or recognition of ineffectiveness. For all entities. The guidance is based onhedges, the principle that revenue shouldearnings effect of the hedging instrument will be recognized to depictreported in the transfer of promised goods or services to customerssame period and in an amount that reflects the consideration tosame income statement line item in which the entity expects to be entitled in exchange for those goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not comprehensively addressed inearnings effect of the prior accounting guidance. This guidance must be applied using one of two retrospective application methods. In August 2015, the effective date of this guidance was deferred by one year and will now be effective for our annual reporting period beginning after December 15, 2017, including interim periods therein. Early adoptionhedged item is permitted for our annual reporting period beginning after December 15, 2016, including interim periods therein. We are currently evaluating the impact, if any,reported. As a result of the adoption of this newly issued guidance, we recorded a cumulative-effect adjustment to our consolidated financial statements.

In August 2014, GAAP guidance was issued requiring management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures. This guidance will be effective for our annual reporting period ending after December 15, 2016 and for annual periods and interim periods thereafter. Early adoption is permitted. The adoption of this newly issued guidance is not expected to have an impact to our consolidated financial statements.

In January 2015, amended GAAP guidance was issued changing the requirements for reporting extraordinary and unusual items in the income statement. The update eliminates the concept of extraordinary items. The presentation and disclosure guidance for items that are unusual in nature or occur infrequently will bereduce retained and will be expanded to include items that are both unusual in nature and infrequently occurring. A reporting entity may apply the amendments prospectively or retrospectively to all periods presented in the financial statements. The guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The adoption of this newly issued guidance is not expected to have an impact to our consolidated financial statements.

In February 2015, amended GAAP guidance was issued affecting current consolidation guidance. The guidance changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. This guidance must be applied using one of two retrospective application methods and will be effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in any interim period. The adoption of this newly issued guidance is not expected to have an impact to our consolidated financial statements.

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ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)



In April 2015, amended GAAP guidance was issued simplifying the presentation of debt issuance costs. The guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by these amendments. Additionally, in August 2015, amended GAAP guidance was issued to clarify the presentation of debt issuance costs associated with line-of-credit arrangements. The amendments continue to allow an entity to present debt issuance costs as an asset with subsequent amortization over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. This guidance should be applied on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. The guidance will be effective for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The adoption of this newly issued guidance is not expected to have an impact to our consolidated financial statements, with the exception of reclassifying debt issuance costs from Other assets to be reflected as a reduction of our current and long-term liabilities.

In April 2015, amended GAAP guidance was issued to provide a practical expedient for the measurement date of an employer's defined benefit obligation and plan assets. The guidance provides a practical expedient for entities with a fiscal year-end that does not coincide with a month-end and for contributions or significant events that occur between the month-end date and an entity's fiscal year end. The guidance will be effective for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. Earlier application is permitted. The adoption of this newly issued guidance is not expected to have an impact to our consolidated financial statements.
In April 2015, amended GAAP guidance was issued to clarify a customer’s accounting for fees paid in a cloud computing arrangement. The amendments provide guidance to customers about whether a cloud computing arrangement includes a software license or if the arrangement should be accounted for as a service contract. This guidance will impact the accounting of software licenses but will not change a customer’s accounting for service contracts. The guidance will be effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. An entity can elect to adopt the amendments either prospectively or retrospectively. The adoption of this newly issued guidance is not expected to have a material impact to our consolidated financial statements.

In July 2015, amended GAAP guidance was issued to simplify the measurement of inventory for all entities. The amendments apply to all inventory that is measured using first-in, first-out or average cost. The guidance requires an entity to measure inventory at the lower of cost and net realizable value. The guidance must be applied prospectively and will be effective for our interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted as of the beginning of an interim or annual reporting period. The adoption of this newly issued guidance is not expected to have a material impact to our consolidated financial statements.
In September 2015, amended GAAP guidance was issued to simplify the accounting for measurement-period adjustments related to business combinations. The amendments require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustments are determined and eliminates the requirement to retroactively adjust the provisional amounts recognized at the acquisition date. The guidance will be effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments should be applied prospectively to measurement period adjustments that occur after the effective date. Early adoption is permitted for financial statements that have not been issued. The adoption of this newly issued guidance is not expected to have a material impact to our consolidated financial statements.
In November 2015, amended GAAP guidance was issued to simplify the presentation of deferred income taxes. The amendments require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position and eliminates the classification between current and noncurrent amounts. The guidance will be

F-14

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


earnings as of January 1, 2018 by $16.9 million. The cumulative-effect adjustment includes an increase to the debt carrying value of $14.4 million for our fair value interest rate hedges as of January 1, 2018, which reflects the cumulative fair value measurement change to debt at adoption resulting from the modified designated risk, and an increase to other comprehensive income (loss) of $2.5 million, which represents an increase to the deferred gain on active cash flow hedges at adoption. Additionally, the new standard requires modifications to existing presentation and disclosure requirements on a prospective basis. As such, disclosures for the year ended December 31, 2018 conform to these disclosure requirements. Refer to Note 16. Changes in Accumulated Other Comprehensive Income (Loss) and Note 17. Fair Value Measurements and Derivative Instruments for additional information.
Recent Accounting Pronouncements
Leases
In February 2016, amended GAAP guidance was issued to increase the transparency and comparability of lease accounting among organizations. For leases with a term greater than 12 months, the amendments require the lease rights and obligations arising from the leasing arrangements, including operating leases, to be recognized as assets and liabilities on the balance sheet. The amendments also expand the required disclosures surrounding leasing arrangements. The guidance will be effective for financial statements issued for fiscal yearsour annual reporting period beginning after December 15, 2016 and2018, including interim periods within those fiscal years. An entity can electtherein.
The amended guidance requires the use of a modified retrospective approach in applying the new lease accounting standard. We elected the optional transition method, which allows entities to adoptinitially apply the amendments either prospectively or retrospectively. Earlystandard at the adoption is permitted asdate and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.
The standard will have a material effect on our consolidated balance sheets due to the recognition of operating lease assets and operating lease liabilities primarily related to real estate, shipboard equipment and preferred berthing arrangements. Upon adoption, we expect that there will be no cumulative-effect adjustment of initially applying the guidance to our opening balance of retained earnings.
We do not expect this amended guidance to have a material impact to our consolidated statements of comprehensive income, consolidated statements of cash flows and our debt-covenant compliance under our current agreements on an ongoing basis.
Derivatives and Hedging
In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the beginningSecured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes, which permits use of an interimthe OIS rate based on SOFR as a U.S. benchmark interest rate for purposes of applying hedge accounting. SOFR is a new index calculated by short-term repurchase agreements backed by U.S Treasury securities. The guidance is required to be adopted on a prospective basis for qualifying new or redesignated hedging relationships entered into on or after the adoption date. This ASU will be effective for our annual reporting period.period beginning January 1, 2019. The adoption of this newly issued guidance is not expected to have a material impact to our consolidated financial statements.
In January 2016, amended GAAP guidance was issued to address certain aspects of recognition, measurement, presentation and disclosure of financial instruments.  The amendments primarily impact the accounting for certain equity investments, the accounting for financial liabilities subject to the fair value option, the presentation and disclosure requirements for financial instruments and change the assessment of valuation allowances related to recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities.  The guidance will be effective for financial statements issued for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years.  Early adoption is permitted for financial statements of fiscal years and interim periods that have not yet been issued or that have not yet been made available for issuance as of the beginning of the fiscal year of adoption.  The adoption of this newly issued guidance is not expected to have a material impact to our consolidated financial statements. 
Reclassifications
On January 1, 2015, we adopted ASC 853, Service Concession Arrangements ("ASC 853"), using the modified retrospective approach. Due to the adoption of ASC 853, $41.9 million has been reclassified in the consolidated balance sheet, as of December 31, 2014, from Property and equipment, net to Other assets in order to conform to the current year presentation. The adoption of this guidance did not have a material impact to our consolidated financial statements as of and for the year ended December 31, 2015.

For the year ended December 31, 2014 and December 31, 2013, a net deferred income tax expense of $3.4 million and $3.3 million, respectively, has been reclassified in the consolidated statements of cash flows from Other, net to Net deferred income tax (benefit) expense within Net cash provided by operating activities in order to conform to the current year presentation.

Note 3.Goodwill
The carrying amount of goodwill attributable to our Royal Caribbean International and Pullmantur reporting units and the changes in such balances during the years ended December 31, 2015 and 2014 were as follows (in thousands):
 Royal
Caribbean
International
 Pullmantur Total
Balance at December 31, 2013$287,124
 $152,107
 $439,231
Foreign currency translation adjustment(166) (18,523) (18,689)
Balance at December 31, 2014286,958
 133,584
 420,542
Impairment charge
 (123,814) (123,814)
Foreign currency translation adjustment(194) (9,770) (9,964)
Balance at December 31, 2015$286,764
 $
 $286,764
During the fourth quarter of 2015, we performed our annual impairment review of goodwill for the Royal Caribbean International reporting unit. We elected to bypass the qualitative assessment and proceeded directly to step one of the two-step goodwill impairment test to corroborate the results of recent years' qualitative assessments. As a result of the test, we determined the fair value of the Royal Caribbean International reporting unit exceeded its carrying value by approximately 90% resulting in no impairment to Royal Caribbean International goodwill.
Additionally, we performed an interim impairment evaluation of Pullmantur's goodwill in connection with the preparation of our financial statements during the quarter ended September 30, 2015. We estimated the fair value of

F-15

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Change in Accounting Principle - Stock-based Compensation
In January 2018, we elected to change our accounting policy for recognizing stock-based compensation expense from the Pullmantur reporting unit usinggraded attribution method to the straight-line attribution method for time-based stock awards. The adoption of the straight-line attribution method for time-based stock awards represents a probability-weighted discounted cash flow model.change in accounting principle which we believe to be preferable because it is the predominant method used in our industry. A change in accounting principle requires retrospective application, if material. The estimationimpact of future cash flows requiresthe adoption of the straight-line attribution method to our significant judgment when making assumptionstime-based awards was immaterial to prior periods and to our year ended December 31, 2018. As a result, we have accounted for this change in accounting principle in our consolidated results for the year ended December 31, 2018. The effect of expected revenues, operating costs, marketing,this change was an increase to Net Income attributable to Royal Caribbean Cruises Ltd. of $9.2 million, or $0.04 per share for each of basic and diluted earnings per share, for year ended December 31, 2018, which is reported within Marketing, selling and administrative expenses interest rates, ship additions and retirements as well as assumptions regarding the cruise vacation industry’s competitive environment and general and economic business conditions, among other factors.

Pullmantur is a brand that historically targeted primarily the Spanish and Latin American markets. These markets have experienced significant volatility and the brand has adopted various changes to its operating strategy as a result. Most recently, in response to favorable economic expectations in Latin America, especially Brazil, management undertook a positioning of the brand to increase sourcing of guests and to deliver deployment for Latin American consumers; transferring newer and more efficient capacity to the brand; and selling Pullmantur’s non-core businesses to allow the brand to focus on the core cruise business.

However, the Latin American resurgence was short lived and the core Latin American economies, including Brazil, Mexico, Argentina and Venezuela, have regressed and their currencies have materially depreciated versus the US dollar. Most notably, the Brazilian Real devalued by approximately 22% relative to the US dollar during the third quarter of 2015.

In light of the increased challenges facing Pullmantur’s Latin American strategy, we made a decision to significantly change that strategy from growing the brand through vessel transfers to a right-sizing strategy during the third quarter of 2015. This right-sizing strategy includes reducing our exposure to Latin America, refocusing on the brand’s core market of Spain and, consequently, reducing the size of Pullmantur’s fleet. This strategic change includes a decision to redeploy Pullmantur’s Empress to the Royal Caribbean International brand as well as a decision to cancel the intended transfer of the Majesty of the Seas to Pullmantur. As we previously disclosed, the planned growth of the Pullmantur fleet through the transfer of vessels into the brand has been the most significant assumption within Pullmantur's projected cash flows supporting the recoverability of the Pullmantur reporting unit’s goodwill and trademarks and trade names. Our decision to reduce the size of Pullmantur’s fleet significantly decreases the cash flow projections which have been the basis of our impairment analysis.

During the third quarter of 2015, due to the previously described market conditions and our recent decision to reduce our exposure to Latin America, refocus on the brand’s core Spanish market and reduce the brand's overall capacity, we reviewed the two-step goodwill impairment test based on the updated cash flow projections. As a result of this analysis, we determined that the carrying value of the Pullmantur reporting unit exceeded its fair value. Accordingly, upon the completion of the two-step impairment test, we recognized a goodwill impairment charge of $123.8 million. The charge reflects the full carrying amount of the goodwill leaving Pullmantur with no goodwill on its books. This impairment charge was recognized in earnings during the third quarter of 2015 and is reported within Impairment of Pullmantur related assets within our consolidated statements of comprehensive income (loss).
Reclassifications
For the year ended December 31, 2018, we separately presented Cash received on settlement of derivative financial instruments and Cash paid on settlement of derivative financial instruments in our consolidated statements of cash flows. As a result, prior years amounts were reclassified within Investing Activities to conform to current year presentation. Additionally, we have reclassified prepaid commissions of $64.6 million from Customer deposits to Prepaid expenses and Other assets in our consolidated balance sheet as of December 31, 2017 to conform with current year presentation. Refer to the Adoption of Accounting Pronouncements presented above for further information on this reclassification.
Note 3. Business Combination
On July 31, 2018, we acquired a 66.7% equity stake in Silversea Cruises enhancing our presence in the ultra-luxury and expedition markets and providing us with an opportunity to drive long-term capacity growth in these markets.
The purchase price consisted of $1.02 billion in cash, net of assumed liabilities, and contingent consideration that can range from zero up to a maximum of approximately 472,000 shares of our common stock, and is payable upon achievement of certain 2019-2020 performance metrics by Silversea Cruises. The fair value of the contingent consideration at the acquisition date was $44.0 million and was recorded within Other liabilities in our consolidated balance sheets. Subsequent changes to the fair value of the contingent consideration are recorded in our results of operations in the period of the change. Refer to Note 14.17. Fair Value Measurements and Derivative Instruments for further information on the valuation of the contingent consideration.
To finance a portion of the purchase price, we entered into and drew in full on a $700 million credit agreement. Refer to Note 9. Debt for further information on the credit agreement. The remainder of the transaction consideration was financed through the use of our revolving credit facilities.
We have accounted for this transaction under the provisions of ASC 805, Business Combinations. The purchase price for the Silversea Cruises acquisition was allocated based on preliminary estimates of the fair value of assets acquired and liabilities assumed at the acquisition date, with the excess allocated to goodwill. Goodwill is not deductible for tax purposes and consisted primarily of the opportunity to expand our cruise operations in strategic growth areas.
For reporting purposes, beginning with our fourth quarter 2018, we included Silversea Cruises’ results of operations on a three-month reporting lag from the acquisition date through September 30, 2018. We have included Silversea Cruises' balance sheet as of September 30, 2018 in our consolidated balance sheet as of December 31, 2018. Refer to Note 1. General for further discussion.information on this three-month reporting lag.

F-16

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The following table summarizes the purchase price allocation based on preliminary estimated fair values of the assets acquired and liabilities assumed related to the Silversea Cruises acquisition as of July 31, 2018. We have not finalized the allocation of the purchase price as it requires extensive use of accounting estimates and valuation methodologies in the determination of such fair values.
(in thousands) Estimated Fair Value as of Acquisition Date (as Previously Reported) 
Measurement Period Adjustments (1)
 Estimated Fair Value as of Acquisition Date (as Adjusted)
Assets      
Cash and cash equivalents $103,865
 $
 $103,865
Trade and other receivables, net 5,640
 1,523
 7,163
Inventories 19,004
 (673) 18,331
Prepaid expenses and other assets(2)
 119,920
 576
 120,496
Derivative financial instruments 2,886
 
 2,886
Property and equipment, net(3)
 1,109,467
 4,803
 1,114,270
Goodwill 1,086,539
 3,471
 1,090,010
Other assets(4)
 494,657
 3,800
 498,457
Total assets acquired 2,941,978
 13,500
 2,955,478
Liabilities      
Current portion of long-term debt(5)
 26,851
 
 26,851
Accounts payable 36,960
 
 36,960
Accrued interest 1,773
 
 1,773
Accrued expenses and other liabilities 80,571
 1,960
 82,531
Customer deposits 453,798
 
 453,798
Long-term debt(5)
 727,935
 
 727,935
Other long-term liabilities 12,320
 11,540
 23,860
Total liabilities assumed 1,340,208
 13,500
 1,353,708
Redeemable noncontrolling interest(6)
 537,770
 
 537,770
Total purchase price $1,064,000
 $
 $1,064,000
(1)
As a result of additional information obtained about facts and circumstances that existed as of the acquisition date, we recorded measurement period adjustments during the fourth quarter of 2018, which resulted in a net increase to Goodwill of $3.5 million.
(2)Amount includes $32.0 million of cash held as collateral with credit card processors as of July 31, 2018.
(3)
Property and equipment, net includes two ships under capital lease agreements amounting to $156.0 million as of July 31, 2018. The respective capital lease liabilities are reported within Long-term debt. Refer to Note 9. Debt for further information on the capital lease financing arrangements.
(4)
Amount includes $494.6 million of intangible assets. Refer to Note 6. Intangible Assets for further information on the intangible assets acquired.
(5)
Refer to Note 9. Debt for further information on long-term debt assumed.
(6)
Refer to Note 10. Redeemable Noncontrolling Interest for further information on the redeemable noncontrolling interest recorded.
Similar to our other ship-operating and vessel-owning subsidiaries, Silversea Cruises is currently exempt from U.S. corporate tax on U.S. source income from the international operation of ships pursuant to Section 883 of the Internal Revenue Code. Additionally, the deferred tax liability recognized in connection with the acquisition of Silversea Cruises was not material to our consolidated financial statements and there were no net operating losses recognized as of December 31, 2018.
For the year ended December 31, 2018, Total revenues and Net Income in our consolidated statements of comprehensive income (loss) include $130.1 million and $3.3 million, respectively, of revenues and net income from

F-17

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Silversea Cruises since the date of acquisition through September 30, 2018. For the year ended December 31, 2018, our results of operations also include transaction-related costs of $31.8 million, which were included primarily within Marketing, selling and administrative expenses in our consolidated statements of comprehensive income (loss).
Pro-forma financial results relating to the Silversea Cruises acquisition are not presented, as this acquisition is not material to our consolidated results of operations.
Note 4. Revenues
Revenue Recognition
Revenues are measured based on consideration specified in our contracts with customers and are recognized as the related performance obligations are satisfied.
The majority of our revenues are derived from passenger cruise contracts which are reported within Passenger ticket revenues in our consolidated statements of comprehensive income (loss). Our performance obligation under these contracts is to provide a cruise vacation in exchange for the ticket price. We satisfy this performance obligation and recognize revenue over the duration of each cruise, which generally range from two to 25 nights.
Passenger ticket revenues include charges to our guests for port costs that vary with passenger head counts. These type of port costs, along with port costs that do not vary by passenger head counts, are included in our operating expenses. The amounts of port costs charged to our guests and included within Passenger ticket revenues on a gross basis were $611.4 million, $569.5 million and $570.3 million for the years ended December 31, 2018, 2017 and 2016, respectively.
Our total revenues also include onboard and other revenues, which consist primarily of revenues from the sale of goods and services onboard our ships that are not included in passenger ticket prices. We receive payment before or concurrently with the transfer of these goods and services to passengers during a cruise and recognize revenue at the time of transfer over the duration of the related cruise.
As a practical expedient, we have omitted disclosures on our remaining performance obligations as the duration of our contracts with customers is less than a year.
Disaggregated Revenues
The following table disaggregates our total revenues by geographic regions where we provide cruise itineraries (in thousands):
 Year Ended December 31,
 2018 2017 2016
Revenues by itinerary     
North America(1)
$5,399,951
 $5,062,305
 $4,606,875
Asia/Pacific(2)
1,463,083
 1,588,802
 1,536,799
Europe(3)
1,914,549
 1,509,586
 1,711,496
Other regions348,145
 285,954
 354,529
Total revenues by itinerary9,125,728
 8,446,647
 8,209,699
Other revenues(4)
368,121
 331,198
 286,702
Total revenues$9,493,849
 $8,777,845
 $8,496,401
(1)Includes the United States, Canada, Mexico and the Caribbean.
(2)Includes Southeast Asia (e.g., Singapore, Thailand and the Philippines), East Asia (e.g., China and Japan), South Asia (e.g., India and Pakistan) and Oceania (e.g., Australia and Fiji Islands) regions.
(3)Includes European countries (e.g., the Nordics, Germany, France, Italy, Spain and the United Kingdom).

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ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


(4)
Includes revenues primarily related to cancellation fees, vacation protection insurance and pre- and post-cruise tours. Amounts also include revenues related to our bareboat charter, procurement and management related services we perform on behalf of our unconsolidated affiliates. Refer to Note 8. Other Assets for more information on our unconsolidated affiliates.
Passenger ticket revenues are attributed to geographic areas based on where the reservation originates. For the years ended December 31, 2018, 2017 and 2016, our guests were sourced from the following areas:
 Year Ended December 31,
 2018 2017 2016
Passenger ticket revenues:     
United States61% 59% 55%
United Kingdom10% 9% 10%
All other countries (1)
29% 32% 35%
(1)
No other individual country's revenue exceeded 10% for the years ended December 31, 2018, 2017 and 2016.
Customer Deposits and Contract Liabilities
Our payment terms generally require an upfront deposit to confirm a reservation, with the balance due prior to the cruise. Deposits received on sales of passenger cruises are initially recorded as Customer deposits in our consolidated balance sheets and subsequently recognized as passenger ticket revenues during the duration of the cruise. ASC 606 defines a “contract liability” as an entity’s obligation to transfer goods or services to a customer for which the entity has received consideration from the customer. We do not consider customer deposits to be a contract liability until the customer no longer retains the unilateral right, resulting from the passage of time, to cancel such customer's reservation and receive a full refund. Customer deposits presented in our consolidated balance sheets include contract liabilities of $1.9 billion and $1.4 billion as of December 31, 2018 and 2017, respectively. Substantially all of our contract liabilities as of December 31, 2017 were recognized and reported within Total revenues in our consolidated statement of comprehensive income (loss) for the year ended December 31, 2018.
Contract Receivables and Contract Assets
Although we generally require full payment from our customers prior to their cruise, we grant credit terms to a relatively small portion of our revenue source in select markets outside of the United States. As a result, we have outstanding receivables from passenger cruise contracts in those markets. We also have receivables from credit card merchants for cruise ticket purchases and goods and services sold to guests during cruises that are collected before, during or shortly after the cruise voyage. In addition, we have receivables due from concessionaires onboard our vessels. These receivables are included within Trade and other receivables, net in our consolidated balance sheets.
We have contract assets that are conditional rights to consideration for satisfying the construction services performance obligations under a service concession arrangement. As of December 31, 2018 and 2017, our contract assets were $57.8 million and $60.1 million, respectively, and were included within Other assets in our consolidated balance sheets. Given the short duration of our cruises and our collection terms, we do not have any other significant contract assets.
Assets Recognized from the Costs to Obtain a Contract with a Customer
Prepaid travel agent commissions are an incremental cost of obtaining contracts with customers that we recognize as an asset and include within Prepaid expenses and other assets in our consolidated balance sheets. Prepaid travel agent commissions were $153.5 million and $64.6 million as of December 31, 2018 and 2017, respectively. Substantially all of our prepaid travel agent commissions at December 31, 2017 were expensed and reported within Commissions, transportation and other in our consolidated statements of comprehensive income (loss) for the year ended December 31, 2018.

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ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 5.Goodwill
The carrying amount of goodwill attributable to our Royal Caribbean International, Celebrity Cruises and Silversea Cruises reporting units and the changes in such balances during the years ended December 31, 2018 and 2017 were as follows (in thousands):
 Royal Caribbean International Celebrity Cruises Silversea Cruises Total
Balance at December 31, 2016$286,754
 $1,632
 $
 $288,386
Foreign currency translation adjustment126
 
 
 126
Balance at December 31, 2017286,880
 1,632
 
 288,512
Goodwill attributable to the acquisition of Silversea Cruises (1)

 
 1,090,010
 1,090,010
Foreign currency translation adjustment(169) 
 
 (169)
Balance at December 31, 2018$286,711
 $1,632
 $1,090,010
 $1,378,353

(1)
In 2018, we purchased Silversea Cruises. Refer to Note 3. Business Combination for further information.
During the fourth quarter of 2018, we performed a qualitative assessment of whether it was more-likely-than-not that our Royal Caribbean International reporting unit's fair value was less than its carrying amount before applying the two-step goodwill impairment test. The qualitative analysis included assessing the impact of certain factors such as general economic conditions, limitations on accessing capital, changes in forecasted operating results, changes in fuel prices and fluctuations in foreign exchange rates. Based on our qualitative assessment, we concluded that it was more-likely-than-not that the estimated fair value of the Royal Caribbean International reporting unit exceeded its carrying value and thus, we did not proceed to the two-step goodwill impairment test. No indicators of impairment exist primarily because the reporting unit's fair value has consistently exceeded its carrying value by a significant margin and forecasts of operating results generated by the reporting unit appear sufficient to support its carrying value. As a result of our assessment, we did not record an impairment of goodwill for the year ended December 31, 2018.
During the fourth quarter of 2018, we also performed a qualitative assessment of whether it was more-likely-than-not that our Silversea Cruises reporting unit's fair value was less than its carrying amount before applying the two-step goodwill impairment test. The qualitative analysis included assessing the impact of certain factors such as general economic conditions, limitations on accessing capital, changes in forecasted operating results, changes in fuel prices and fluctuations in foreign exchange rates. Based on our qualitative assessment, we concluded that it was more-likely-than-not that the estimated fair value of the Silversea Cruises reporting unit exceeded its carrying value and thus, we did not proceed to the two-step goodwill impairment test. No indicators of impairment exist primarily because forecasted operating results of the reporting unit appear sufficient to support its carrying value. As a result of our assessment, we did not record an impairment of goodwill for the year ended December 31, 2018.
For the years ended December 31, 20142017 and December 31, 2013,2016, we did not record an impairment of goodwill for our reporting units. Accumulated goodwill impairment losses as of December 31, 2015 were $443.0 million attributable to our Pullmantur reporting unit.

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ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 4.6. Intangible Assets
Intangible assets consist of finite and indefinite life assets and are reported inwithin Other assets in our consolidated balance sheetssheets.
The following is a summary of our intangible assets as of December 31, 2018 (in thousands, except weighted average amortization period):
  As of December 31, 2018
  
Remaining Weighted Average Amortization Period
(Years)
 Gross Carrying Value Accumulated Amortization Net Carrying Value
Finite-life intangible assets:        
Customer relationships 14.8 $97,400
 $1,082
 $96,318
Galapagos operating licenses 25.8 47,669
 4,206
 43,463
Other finite-life intangible assets 1.8 11,560
 963
 10,597
Total finite-life intangible assets   156,629
 6,251
 150,378
Indefinite-life intangible assets   351,725
 
 351,725
Total intangible assets, net   $508,354
 $6,251
 $502,103
As of December 31, 2017, finite-life intangible assets had a gross carrying amount and consistaccumulated amortization amount of $11.6 million and $3.7 million, respectively, consisting of operating licenses to operate in the Galapagos Islands. As of December 31, 2017, the remaining weighted average remaining life of these licenses was approximately 26.6 years. The carrying amount of indefinite-life intangible assets was not material as of December 31, 2017.
As of December 31, 2018, intangible assets, net include intangible assets acquired in the Silversea Cruises acquisition, which were recorded at fair value at acquisition date as follows:
  Fair Value at Acquisition Date (in thousands) Weighted Average Amortization Period (Years)
Silversea Cruises trade name $349,500
 Indefinite-life
Customer relationships 97,400
 15
Galapagos operating license 36,100
 26
Other finite-life intangible assets 11,560
 2
Total intangible assets $494,560
  
Amortization expense for finite-life intangible assets was immaterial to our consolidated financial statements for the years ended December 31, 2018, 2017 and 2016.
The estimated future amortization for finite-life intangible assets for each of the followingnext five years is as follows (in thousands):

F-16
Year 
2019$13,959
2020$12,995
2021$8,179
2022$8,179
2023$8,179

F-21

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


 2015 2014
Indefinite-life intangible asset—Pullmantur trademarks and trade names$188,038
 $214,112
Impairment charge(174,285) 
Foreign currency translation adjustment(13,753) (26,074)
Total$
 $188,038

As described in Note 3. Goodwill, the increased challenges facing Pullmantur's Latin American strategy led to our decision to significantly change Pullmantur's strategy from growing the brand through vessel transfers to a right-sizing strategy causing us to negatively adjust our cash flow projections for the Pullmantur reporting unit.
As a result, during the third quarter of 2015, we performed an interim impairment evaluation of Pullmantur's trademarks and trade names using a discounted cash flow model and the relief-from-royalty method to compare the fair value of these indefinite-lived intangible assets to its carrying value. We used a discount rate comparable to the rate used in valuing the Pullmantur reporting unit in our goodwill impairment test.
Based on our updated cash flow projections, we determined that the fair value of Pullmantur’s trademarks and trade names no longer exceeded their carrying value. Accordingly, we recognized an impairment charge of approximately $174.3 million to write down trademarks and trade names to their fair value. The charge reflects the full carrying amount of the trademark and trade names leaving Pullmantur with no intangible assets on its books. This impairment charge was recognized in earnings during the third quarter of 2015 and is reported within Impairment of Pullmantur related assets within our consolidated statements of comprehensive income (loss). Refer to Note 14. Fair Value Measurements and Derivative Instruments for further discussion.
For the years ended December 31, 2014 and December 31, 2013, we did not record an impairment of Pullmantur's trademark and trade names.
Finite-life intangible assets had a net carrying amount of zero as of December 31, 2015, December 31, 2014 and December 31, 2013.
Note 5.7. Property and Equipment
Property and equipment consists of the following (in thousands):
As of December 31,
2015 20142018 2017
Ships$22,102,025
 $21,620,336
$27,209,553
 $23,714,745
Ship improvements2,019,294
 1,904,524
2,965,634
 2,410,525
Ships under construction734,998
 561,779
817,800
 642,235
Land, buildings and improvements, including leasehold improvements and port facilities337,109
 303,394
321,136
 250,079
Computer hardware and software, transportation equipment and other1,025,264
 889,579
1,120,988
 762,512
Total property and equipment26,218,690
 25,279,612
32,435,111
 27,780,096
Less—accumulated depreciation and amortization(7,440,912) (7,085,985)
Less—accumulated depreciation and amortization(1)
(8,968,948) (8,044,916)
$18,777,778
 $18,193,627
$23,466,163
 $19,735,180
(1)Amount includes accumulated depreciation and amortization for assets in service.
Ships under construction include progress payments for the construction of new ships as well as planning, design, capitalized interest and other associated costs. We capitalized interest costs of $26.5$49.6 million, $28.8$24.2 million and $17.9$25.3 million for the years 2015, 2014ended December 31, 2018, 2017 and 2013,2016, respectively.
We reviewDuring 2018, we completed our long-lived assetspurchase of Azamara Pursuit and took delivery of Symphony of the Seas and Celebrity Edge. Refer to Note 9. Debt for impairment whenever events or changes in circumstances indicate potential impairment. In conjunctionfurther information.
Upon our acquisition of Silversea Cruises, we added to our fleet nine ships, two of which are under capital lease agreements. Refer to Note 3. Business Combination for further information on the Silversea Cruises acquisition and Note 9. Debt for further information on the capital leases.
During 2018, Silversea Cruises entered into an agreement with performing the two-step goodwill impairment testShipyard De Hoop to build a ship designed for the Pullmantur reporting unit,Galapagos Islands. Refer to Note 18. Commitments and Contingencies for further information on the aggregate costs of our ships on order.
During 2017, we identified that the estimated fair value of certain long-lived assets, consisting of two ships andsold our three aircraft were less than their carrying values.and 6% of our ownership stake in Wamos Air, S.A. (formerly known as Pullmantur Air, S.A.) to Wamos Air, S.A. In connection with the sale transaction, we extended two loans to Wamos Air, S.A. totaling €17.3 million. The loans accrue interest at rates ranging from 4.78% to 5.35% per annum, amortize through maturity of October 2019 and July 2021, respectively, and are secured by first priority security interests over the aircraft engines and shares sold in connection with the transaction. The sale resulted in an immaterial gain that was recognized in earnings during the year ended December 31, 2017. Post-sale, we retained a 13% interest in Wamos Air, S.A. During the year ended December 31, 2018, we received principal and interest payments of $4.0 million. As of December 31, 2018, a resultreceivable of this determination,€14.1 million, or approximately $16.1 million, based on the exchange rate at December 31, 2018, was outstanding related to the principal amount of these loans.
During 2017, we evaluated these assets pursuantsold Legend of the Seas to an affiliate of TUI AG, our joint venture partner in TUI Cruises. The sale resulted in a gain of $30.9 million and was reported within Other operating within Cruise operating expenses in our consolidated statements of comprehensive income (loss) for the year ended December 31, 2017.
During 2016, we sold our 51% interest in Pullmantur Holdings. We retained full ownership of the four vessels currently operated by the Pullmantur brand under bareboat charter arrangements. We account for the bareboat charters of the vessels to Pullmantur Holdings as operating leases.
In April 2016, we sold Splendour of the Seas to TUI Cruises. Concurrent with the acquisition, TUI Cruises leased the ship to an affiliate of TUI AG, our joint venture partner in TUI Cruises, which now operates the ship. The gain recognized did not have a material effect to our long-livedconsolidated financial statements.

F-17F-22

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


asset impairment test. The decision to significantly reduce our exposure to the Latin American market negatively impacted the expected undiscounted cash flows of these vessels and aircraft and resulted in an impairment charge of $113.2 million to write down these assets to their estimated fair values. This impairment charge was recognized in earnings during the third quarter of 2015 and is reported within Impairment of Pullmantur related assets within our consolidated statements of comprehensive income (loss). Additionally, during 2013, the fair value of Pullmantur's aircraft were determined to be less than their carrying value which led to a restructuring related impairment charge of $13.5 million. Furthermore, Pullmantur's non-core businesses met the accounting criteria to be classified as held for sale during the fourth quarter of 2013 which led to restructuring related impairment charges of $18.2 million to adjust the carrying value of property and equipment held for sale to its fair value, less cost to sell. These impairment charges were reported within Restructuring and related impairment charges in our consolidated statements of comprehensive income (loss).

During 2015, our conditional agreements with STX France to build two ships of a new generation of Celebrity Cruises ships, known as "Project Edge" became effective. In addition, our conditional agreement with Meyer Werft to build the fourth and fifth Quantum-class ships for Royal Caribbean International became effective.Refer to Note 15. Commitments and Contingencies for further information.

During 2015, Pullmantur sold Ocean Dream to an unrelated third party for $34.6 million. The purchase price was paid via a secured promissory note, payable over a nine year period. The buyer's obligations under this loan accrues interest at the rate of 6.0% per annum and are secured by a first priority mortgage on the ship. The sale resulted in an immaterial gain that will be deferred and is expected to be recognized at the end of the nine year term.

During 2014, we sold Celebrity Century to a subsidiary of Skysea Holding International Ltd. ("Skysea Holding") for $220.0 million in cash. We agreed to charter the Celebrity Century from the buyer until April 2015 to fulfill existing passenger commitments. The sale resulted in a loss of $17.4 million that was recognized in earnings during the third quarter of 2014 and is reported within Other operating expenses in our consolidated statements of comprehensive income (loss). We subsequently acquired a 35% equity stake in Skysea Holding in November 2014. Refer to Note 6. Other Assets for further discussion.

In December 2014, we terminated the leasing of Brilliance of the Seas under the 25 year operating lease originally entered into in July 2002, denominated in British pound sterling. As part of the agreement, we purchased the Brilliance of the Seas for a net settlement purchase price of approximately £175.4 million or $275.4 million. At the date of purchase, the total carrying amount of the ship, including capital improvements previously accounted for as leasehold improvements, was $330.5 million which approximated the estimated fair market value of the ship. We funded the purchase using proceeds from our $1.2 billion unsecured revolving credit facility. Refer to Note 7. Long-Term Debt for further information.

Note 6.8. Other Assets
A Variable Interest Entity ("VIE") is an entity in which the equity investors have not provided enough equity to finance the entity's activities or the equity investors (1) cannot directly or indirectly make decisions about the entity's activities through their voting rights or similar rights; (2) do not have the obligation to absorb the expected losses of the entity; (3) do not have the right to receive the expected residual returns of the entity; or (4) have voting rights that are not proportionate to their economic interests and the entity's activities involve or are conducted on behalf of an investor with a disproportionately small voting interest.
We have determined that TUI Cruises GmbH, our 50%-owned joint venture, which operates the brand TUI Cruises, is a VIE. As of December 31, 2015 and December 31, 2014,2018, the net book value of our investment including equity and loans, in TUI Cruises was $578.1 million, primarily consisting of $403.0 million in equity and a loan of €150.6 million, or approximately $293.8$172.2 million, based on the exchange rate at December 31, 2018. As of December 31, 2017, the net book value of our investment in TUI Cruises was $624.5 million, primarily consisting of $422.8 million in equity and $370.1a loan of €166.5 million, respectively.or approximately $199.8 million, based on the exchange rate at December 31, 2017. The loan, which was made in connection with the sale of Splendour of the Seas in April 2016, accrues interest at a rate of 6.25% per annum and is payable over 10 years. This amount wasloan is 50% guaranteed by TUI AG, our joint venture partner in TUI Cruises, and is secured by a first priority mortgage on the ship. Refer to Note 7. Property and Equipment for further information. The majority of these amounts were included within Other assets in our consolidated balance sheets.
In addition, we and TUI AG our joint venture partner, have each guaranteed the repayment by TUI Cruises of 50% of a bank loan originally borrowed by TUI Cruises in 2011 and refinanced in May 2015.loan. As of

F-18

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


December 31, 2015,2018, the outstanding principal amount of the loan was €137.4€37.0 million, or approximately $149.4$42.3 million, based on the exchange rate at December 31, 2015.2018. In addition the maturity date was extended from May 2016 to May 2022. Notwithstanding this, the lenders have agreed to release each shareholder's guarantee in 2018. The loan continues to amortize quarterly and to be secured by first mortgages on theApril 2018, Mein Schiff 1 was sold to an affiliate of TUI AG. The proceeds were used to repay €44.2 million of the bank loan and secure the release of the first mortgage on Mein Schiff 2 1vessels.. The loan amortizes quarterly and is currently secured by a first mortgage on Mein Schiff Herz, previously known as Mein Schiff 2. Based on current facts and circumstances, we do not believe potential obligations under our guarantee of this bank loan are probable.
A portion of the additional proceeds received by TUI Cruises in connection with the refinancing In addition to our guarantee of the bank loan, discussed above were used during the second quarter of 2015 to repay in full the outstanding balance of the debt facility we originally provided to TUI Cruises has various ship construction and financing agreements which include certain restrictions on each of our and TUI AG’s ability to reduce our current ownership interest in 2011 in connection with our sale of Celebrity Mercury.TUI Cruises below 37.55% through May 2031.
Our investment amount, outstanding term loan and the potential obligations under the bank loan guarantee are substantially our maximum exposure to loss.loss in connection with our investment in TUI Cruises. We have determined that we are not the primary beneficiary of TUI Cruises. We believe that the power to direct the activities that most significantly impact TUI Cruises’ economic performance are shared between ourselves and TUI AG. All the significant operating and financial decisions of TUI Cruises require the consent of both parties, which we believe creates shared power over TUI Cruises. Accordingly, we do not consolidate this entity and account for this investment under the equity method of accounting.
TUI Cruises has four newbuild ships on order with Meyer Turku scheduled to be delivered in each of 2016, 2017, 2018 and 2019. TUI Cruises received commitments for the secured financing of the ships for up to 80% of the contract price of each ship on order. Finnvera has agreed to guarantee to the lenders payment of 95% of the financing. The remaining portion of the contract price of the ships will be funded through an existing €150.0 million bank facility and TUI Cruises’ cash flows from operations. The various ship construction and credit agreements include certain restrictions on each of our and TUI AG’s ability to reduce our current ownership interest in TUI Cruises below 37.55% through 2021.
In March 2015,2009, we announced the pending sale ofsold Splendour of the SeasCelebrity Galaxy to TUI Cruises. The saleCruises for €188.0€224.4 million, is scheduledor $290.9 million, to be completed in April 2016 in orderserve as the original Mein Schiff 1. Due to retain the future revenues to be generated for sailings through that date. Afterrelated party nature of this transaction, the sale, TUI Cruises will lease the ship to Thomson Cruises, a subsidiary of TUI AG, which will operate the ship. The purchase price will be financed by us under a secured credit agreement to be repaid over 10 years. The resulting term loan will be 50% guaranteed by TUI AG and will be secured by a first mortgage on the ship. Interest will accrue at the rate of 6.25% per annum. We executed certain forward contracts to lock in the sales price of the ship at approximately $213 million. We expect to recognize a gain on the sale of the ship of $35.9 million was deferred and being recognized over the remaining life of the ship which was estimated to be 23 years. As mentioned above, in April 2018, TUI Cruises sold the original Mein Schiff 1 and as a result we accelerated the recognition of the remaining balance of the deferred gain, which was $21.8 million. This amount is included within Other income (expense) in our consolidated statements of comprehensive income (loss) for the year ended December 31, 2018.
We have determined that Pullmantur Holdings S.L. ("Pullmantur Holdings"), in which we have a 49% noncontrolling interest, is a VIE for which we are not the primary beneficiary, as we do not expect will have a material effectthe power to direct the activities that most significantly impact the entity's economic performance. Accordingly, we do not consolidate this entity and we account for this investment under the equity method of accounting. As of December 31, 2018 and December 31, 2017, our maximum exposure to loss in Pullmantur Holdings was $58.5 million and $53.7 million, respectively, consisting of loans and other receivables. These amounts were included within Trade and other receivables, net and Other assets in our consolidated financial statements.balance sheets. Refer to Note 7. Property and Equipment for further information on the our vessels currently operated by the Pullmantur brand under bareboat charter arrangements.

F-23

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


We have provided a working capital facility to a Pullmantur Holdings subsidiary in the amount of up to €15.0 million or approximately $17.2 million based on the exchange rate at December 31, 2018. Proceeds of the facility, which were drawn through December 2018 at an interest rate of 6.5% per annum, are payable through 2022. Springwater Capital LLC, 51% owner of Pullmantur Holdings, has guaranteed repayment of 51% of the outstanding amounts under the facility. As of December 31, 2018, €14.0 million, or approximately $16.0 million, based on the exchange rate at December 31, 2018, was outstanding under this facility.
We have determined that Grand Bahama Shipyard Ltd. ("Grand Bahama"), a ship repair and maintenance facility in which we have a 40% noncontrolling interest, is a VIE. TheThis facility serves cruise and cargo ships, oil and gas tankers and offshore units. We utilize this facility, among other ship repair facilities, for our regularly scheduled drydocks and certain emergency repairs as may be required. During the yearyears ended December 31, 2015,2018 and 2017, we made payments of $21.7$44.7 million and $16.0 million, respectively, to Grand Bahama for ship repair and maintenance services. We have determined that we are not the primary beneficiary of this facility, as we do not have the power to direct the activities that most significantly impact the facility's economic performance. Accordingly, we do not consolidate this entity and we account for this investment under the equity method of accounting. As of December 31, 20152018, the net book value of our investment in Grand Bahama was $56.1 million, consisting of $41.4 million in equity and a loan of $14.6 million. As of December 31, 2017, the net book value of our investment in Grand Bahama was approximately $51.2$49.4 million, consisting of $12.6$32.4 million in equity and $38.6 million in loans. Asa loan of December 31, 2014, the net book value of our investment in Grand Bahama was approximately $53.8 million, consisting of $7.7 million in equity and $46.1 million in loans.$17.0 million. These amounts represent our maximum exposure to loss.loss related to our investment in Grand Bahama. Our loan to Grand Bahama matures in March 2025 and bears interest at the lower of (i) LIBOR plus 3.50% and (ii) 5.50%. Interest payable on the loan is due on a semi-annual basis. We have experienced strong payment performance on the loan since its amendment, in 2016, and as a result completed an evaluation and review of the loan resulting in a reclassification of the loan to accrual status as of October 2017. During 2015the years ended December 31, 2018 and 2014,2017, we received approximately $3.1 million and $3.6 million, respectively, in principal and interest payments related to aof $16.4 million and $15.7 million, respectively. The loan in accrual status from Grand Bahama, which was paid in full during 2015. The remaining amount of our loan to Grand Bahama is in non-accrual status andbalance is included within Other assets in our consolidated balance sheetsforsheets. The loan is currently accruing interest under the effective yield method, which we received paymentsincludes the recognition of approximately $4.4 million during 2015previously unrecognized interest that accumulated while the loan was in non-accrual status..
We monitor credit risk associated with thisthe loan through our participation on Grand Bahama's board of directors along with our review of Grand Bahama's financial statements and projected cash flows. Based on this review, webelieve the risk of loss associated with the outstanding loan is not probable as of December 31, 2015.2018.

F-19

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


directors agreed to exit the business given the increasing challenges faced by the brand. Skysea Holding ceased cruising operations in September 2018. We have determined that Skysea Holding, in which we have a 35% noncontrolling36% ownership interest, is a VIE for which we are not the primary beneficiary, as we do not have the power to direct the activities that most significantly impact the entity's economic performance. Accordingly, we do not consolidate this entity and we account for this investment under the equity method of accounting. In addition,December 2014, we and Ctrip.com International Ltd,Ctrip, which also owns 35%36% of Skysea Holding, each provided a debt facility to a wholly owned subsidiary of Skysea Holding in the amount of $80.0 million. Interest under these facilities,million, with an applicable interest rate of 6.5% per annum, which matureoriginally matured in January 2030, initially accrues at a rate of 3.0% per annum with an increase of at least 0.5% every two years through maturity.2030. The facilities, which arewere pari passu to each other, arewere each 100% guaranteed by Skysea Holding and arewere secured by a first priority mortgagemortgages on the ship, Golden Era. Due to payment performance, the loans were classified to non-accrual status in 2017.
We review our equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable. During 2018, given SkySea Holding’s dissolution and sale of the Golden Era, formerly known aswe reviewed the recoverability of our investment, debt facility and other receivables due from the brand. As a result of this analysis, we determined that our investment in SkySea Holding and the carrying value of our debt facility and other receivables due from the brand were impaired and recognized an impairment charge of $23.3 million during the year ended December 31, 2018. The charge reflected a full impairment of our investment in SkySea Holding and reduced the debt facility and other receivables due to us to their net realizable value. This impairment charge was recognized in Other income (expense) Celebrity Centurywithin our consolidated statements of comprehensive income (loss) for the year ended December 31, 2018.

F-24

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


In December 2018, the , which weGolden Era was sold to a wholly owned subsidiaryan affiliate of TUI AG, our joint venture partner in TUI Cruises. Proceeds from the sale were distributed to the existing shareholders which eliminated our net receivable balance due from Skysea Holding, resulting in September 2014.no further impairment charges. As of December 31, 2015 and2018, we do not have any exposures to loss related to our investment in Skysea Holding. As of December 31, 2014,2017, the net book value of our investment in Skysea Holding and its subsidiaries includingwas $96.0 million, which consisted of $4.4 million in equity and loans was approximately $99.8 million and $106.3 million, respectively. Theseother receivables of $91.6 million. The majority of these amounts were included within Other assets in our consolidated balance sheets and representrepresented our maximum exposure to loss. During 2015,loss related to our investment in Skysea Holding and its subsidiaries commenced operations through the brand SkySea Cruises.as of December 31, 2017.
Our share of income fromThe following tables set forth information regarding our investments accounted for under the equity method of accounting, including the entities discussed above, was $81.0 million, $51.6 million(in thousands):
  Year ended December 31,
  2018 2017 2016
Share of equity income from investments $210,756
 $156,247
 $128,350
Dividends received $243,101
 $109,677
 $75,942
  As of December 31,
  2018 2017
Total notes receivable due from equity investments $201,979
 $314,323
Less-current portion(1)
 19,075
 38,658
Long-term portion(2)
 $182,904
 $275,665

(1)     Included within Trade and $32.0 million for the years ended December 31, 2015, 2014 and 2013, respectively, and was recordedother receivables, net in our consolidated balance sheets.
(2)Included within Other income (expense)assets. Additionally, we received $33.3 million, $5.8 million and $5.1 million of dividends from in our equity method investees for the years ended December 31, 2015, 2014 and 2013, respectively. Also, weconsolidated balance sheets.
We also provide ship management and procurement services to TUI Cruises GmbH, Pullmantur Holdings and Skysea Holding and(which ceased cruising operations in September 2018). Additionally, we bareboat charter to Pullmantur Holdings the vessels currently operated by its brands, which were retained by us following the sale of our 51% interest in Pullmantur Holdings. We recorded $20.2 million, $8.5 million and $9.1 million in revenues and $15.7 million, $4.0 million and $4.5 million in expenses forthe following as it relates to these services during the years ended December 31, 2015, 2014 and 2013, respectively, which was recordedin our operating results within Onboard and other revenues and Other operating expenses, respectively.our consolidated statements of comprehensive income (loss) (in thousands):
  Year ended December 31,
  2018 2017 2016
Revenues $54,705
 $53,532
 $30,517
Expenses $11,531
 $15,176
 $12,795

F-25

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Summarized financial information for our affiliates accounted for under the equity method of accounting was as follows (in thousands):

  As of December 31,
  2018 2017
Current assets $471,428
 $532,330
Non-current assets 3,826,018
 3,673,613
Total assets $4,297,446
 $4,205,943
     
Current liabilities $1,064,741
 $1,152,193
Non- current liabilities 2,217,909
 1,974,166
Total liabilities $3,282,650
 $3,126,359
     
Equity attributable to:    
Noncontrolling interest $1,672
 $1,753
  As of December 31,
  2015 2014
Current Assets $315,264
 $325,527
Non Current Assets 2,246,809
 1,929,182
Total Assets $2,562,073
 $2,254,709
     
Current Liabilities $585,887
 $513,842
Non Current Liabilities 1,231,262
 958,988
Total Liabilities $1,817,149
 $1,472,830
     
Equity Attributable to:    
Noncontrolling Interest $1,683
 $2,795
  Year ended December 31,
  2018 2017 2016
Total revenues $2,255,352
 $1,994,014
 $1,340,662
Total expenses (1,779,160) (1,684,276) (1,078,470)
Net income $476,192
 $309,738
 $262,192

F-26

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 9.Debt
Debt consists of the following (in thousands):
  For the period ended December 31,
  2015 2014 2013
Total Revenues $990,172
 $797,441
 $605,293
Total Expenses (830,898) (682,430) (538,922)
Net Income $159,274
 $115,011
 $66,371
       As of December 31,
  Interest Rate Maturities Through 2018 2017
Fixed rate debt:        
Senior notes  2.65% to 7.50% 2020 - 2028 $1,724,194
 $1,866,359
Secured senior notes 7.25% 2025 670,437
 
Unsecured term loans  2.53% to 5.41% 2021 - 2030 2,148,351
 333,351
Total fixed rate debt     4,542,982
 2,199,710
Variable rate debt (1):
        
Unsecured revolving credit facilities(2)
  3.54% to 3.61% 2020 - 2022 795,000
 580,000
Commercial paper 3.19% 2019 775,488
 
USD unsecured term loan 2.92% to 6.52% 2019 - 2028 4,005,848
 4,079,670
Euro unsecured term loan 1.15% to 1.58% 2021 - 2028 734,176
 814,085
Total variable rate debt     6,310,512
 5,473,755
Capital lease obligations     130,944
 33,139
Total debt (3)
     10,984,438
 7,706,604
Less: unamortized debt issuance costs     (206,739) (167,153)
Total debt, net of unamortized debt issuance costs     10,777,699
 7,539,451
Less—current portion including commercial paper     (2,422,329) (1,188,514)
Long-term portion     $8,355,370
 $6,350,937
(1)Calculation based on outstanding loan balance and interest rate as of December 31, 2018. For variable rate debt, interest rate includes either LIBOR or EURIBOR plus the applicable margin.
(2)
Includes $1.4 billion facility due in 2020 and $1.2 billion due in 2022, each of which accrue interest at LIBOR plus 1.10%, currently 3.91%, and are subject to a facility fee of 0.15%.
(3)At December 31, 2018 and 2017, the weighted average interest rate for total debt was 4.14% and 3.92%, respectively.
In October 2018, we took delivery of Celebrity Edge. Through a novation agreement we put in place in June 2016, we had the right, but not the obligation, to finance the final installment payable to the shipyard by assuming upon our delivery and acceptance of the ship the debt indirectly incurred by the shipbuilder during the construction of the ship. We borrowed a total of $729.0 million (inclusive of the amount novated to us). The loan, which is unsecured, amortizes semi-annually over 12 years and bears interest at a fixed rate of 3.23%. In our consolidated statement of cash flows for the year ended December 31, 2018, the acceptance of the ship and satisfaction of our obligation under the shipbuilding contract was classified as an outflow and constructive disbursement within Investing Activities while the amounts novated and effectively advanced from our lenders under our previously committed financing arrangements were classified as an inflow and constructive receipt within Financing Activities.
On July 31, 2018, we closed on the Silversea Cruises acquisition and subsequently drew in full on an unsecured credit agreement in the amount of $700 million due July 2019. We are required to prepay the loan with the proceeds of certain debt issuances prior to maturity. Interest on the loan accrues at a floating rate based on LIBOR plus a margin that varies with our credit rating and which is currently 1.00%.
Upon our acquisition of Silversea Cruises, we recorded, at a fair value of $672.0 million, 7.25% senior secured notes with a principal amount of $620 million due February 2025, in accordance with ASC 805. The notes were previously issued by Silversea Cruise Finance Ltd., a wholly owned subsidiary of Silversea Cruises, and are guaranteed and secured by substantially all of the assets of Silversea Cruises and a number of its subsidiaries, subject to certain exceptions. Refer to Note 3. Business Combination for further information on the Silversea Cruises acquisition.



F-20F-27

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 7.Long-Term Debt
Long-term debt consistsIn June 2018, we established a commercial paper program pursuant to which we may issue short-term unsecured notes from time to time in an aggregate amount of up to $1.2 billion. The interest rate for the commercial paper notes varies based on duration, market conditions and our credit ratings. The maturities of the following (in thousands):

 2015 2014
$1.4 billion unsecured revolving credit facility, LIBOR plus 1.50%, currently 1.92% and a facility fee of 0.25%, due 2020$945,000
 $713,000
$1.2 billion unsecured revolving credit facility, LIBOR plus 1.50%, currently 1.89% and a facility fee of 0.25%, due 2018895,000
 778,000
Unsecured senior notes and senior debentures, 5.25% to 7.50%, due 2016, 2018, 2022 and 20271,434,542
 1,721,190
$742.1 million unsecured senior notes, LIBOR plus 1.30%, currently 1.83%, due through 2027711,180
 
$530 million unsecured term loan, LIBOR plus 0.51%, due through 2015
 37,857
$519 million unsecured term loan, LIBOR plus 0.45%, currently 0.98%, due through 2020216,311
 259,573
$420 million unsecured term loan, 5.41%, due through 2021207,223
 241,827
$420 million unsecured term loan, LIBOR plus 1.85%, currently 2.38%, due through 2021210,000
 245,000
€159.4 million unsecured term loan, EURIBOR plus 1.58%, currently 1.60%, due through 202186,650
 112,540
$524.5 million unsecured term loan, LIBOR plus 0.50%, currently 0.96%, due through 2021262,250
 305,958
$566.1 million unsecured term loan, LIBOR plus 0.37%, currently 0.89%, due through 2022306,621
 353,793
$1.1 billion unsecured term loan, LIBOR plus 1.85%, currently 2.38%, due through 2022537,426
 614,203
$632.0 million unsecured term loan, LIBOR plus 0.40%, currently 0.86%, due through 2023421,306
 473,969
$673.5 million unsecured term loan, LIBOR plus 0.40%, currently 0.93%, due through 2024505,106
 561,228
$65.0 million unsecured term loan, LIBOR plus 1.75%, currently 2.17%, due through 201971,500
 51,100
$1.0 million unsecured term loan, 3.00%, due through 2015
 750
$380.0 million unsecured term loan, LIBOR plus 1.75%, currently 2.17%, due 2018380,000
 380,000
$791.1 million unsecured term loan, LIBOR plus 1.30%, currently 1.83%, due through 2026725,182
 791,108
$290.0 million unsecured term loan, LIBOR plus 1.75%, currently 2.17%, due 2018290,000
 290,000
€365 million unsecured term loan, EURIBOR plus 1.75%, currently 1.75%, due 2017396,755
 441,687
$7.3 million unsecured term loan, LIBOR plus 2.5%, currently 3.02%, due through 20234,440
 4,915
$30.3 million unsecured term loan, LIBOR plus 3.75%, currently 4.24%, due through 202111,793
 13,603
Capital lease obligations48,770
 52,647
 8,667,055
 8,443,948
Less—current portion(899,677) (799,630)
Long-term portion$7,767,378
 $7,644,318

commercial paper notes can vary, but cannot exceed 397 days from the date of issuance. We use the proceeds from our commercial paper notes for general corporate purposes. The commercial paper issued is backstopped by our revolving credit facilities. As of December 31, 2018, we had $777.0 million of commercial paper notes outstanding with a weighted average interest rate of 3.19% and a weighted average maturity of approximately 23 days.
In April 2015,March 2018, we took delivery of AnthemSymphony of the Seas. ToThrough a novation agreement we put in place in January 2015, we had the right, but not the obligation, to finance the purchase, wefinal installment payable to the shipyard by assuming upon our delivery and acceptance of this ship the debt indirectly incurred by the shipbuilder during the construction of the ship. We borrowed $742.1 million under a previously committed unsecured termtotal of $1.2 billion (inclusive of the amount novated to us). The loan, which is 95% guaranteed by Euler Hermes Deutschland AG ("Hermes"), the official export credit agency of Germany. The loanunsecured, amortizes semi-annually over 12 years and bears interest at a fixed rate of 3.82%. In our consolidated statement of cash flows for the year ended December 31, 2018, the acceptance of the ship and satisfaction of our obligation under the shipbuilding contract was classified as an outflow and constructive disbursement within Investing Activities while the amounts novated and effectively advanced from our lender under our previously committed financing arrangements were classified as an inflow and constructive receipt within Financing Activities.
In March 2018, we entered into and drew in full on a credit agreement in the amount of $130.0 million due February 2023. The loan accrues interest at a floating rate of LIBOR plus a margin of 1.30%, totaling 1.83% as of December 31, 2015. Refer to Note 14. Fair Value Measurements and Derivative Instruments for information regarding interest rate swap agreements related to this loan.

In June 2015, we amended and restated our $1.1 billion unsecured revolving credit facility due July 2016. The amendment reduced thean applicable margin and facility fee and extended the termination date to June 2020.margin. The applicable margin and facility fee varyvaries with our debt rating and were 1.50% and 0.25%, respectively,was 1.195% as of December 31, 2015. We have2018. Amounts from the right to extend the termination date by up to two years, subject to lender consent. Furthermore, in October 2015, we received increased lender commitments in the amountissuance of $300.0 million, bringing our total capacity

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


under this facility to $1.4 billion. In July 2015, we also amended our $1.2 billion unsecured revolving credit facility due August 2018 to reduce pricing in line with the amended pricing of the $1.1 billion unsecured revolving credit facility. These amendments did not result in the extinguishment of debt. Accordingly, as of December 31, 2015, we have an aggregate revolving borrowing capacity of $2.6 billion.

In July 2015, we also amended our $380.0 million, €365.0 million, $290.0 million and $65.0 million unsecured term loans due at various dates from 2016 through 2019 to reduce the applicable margins. The margins are currently 1.75%loan were used for each loan based on our debt rating as of December 31, 2015. The termination date of the $290 million unsecured term loan was extended from February 2016 to February 2018. None of these amendments resulted in the extinguishment of debt.

capital expenditures.
In February 2016, we amended our unsecured term loansExcept for Oasis of the SeasCelebrity Flora and Allure of the Seas primarily to reduce the margins on those facilities. The interest rate on both the $420.0 million floating rate tranche of the Oasis of the Seas term loan and the $1.1 billion Allure of the Seas term loan was reduced from LIBOR plus 1.85% to LIBOR plus 1.65%. These amendments did not result in the extinguishment of debt.
Certain, all of our unsecured ship financing term loans are guaranteed by the export credit agency in the respective country in which the ship is constructed. In consideration for these guarantees, depending on the financing arrangement, we pay to the applicable export credit agency fees from (1) 1.48%a fee of 0.77% per annum based on the outstanding loan balance semi-annually over the term of the loan (subject to adjustment under certain of our facilities based upon our credit ratings) or (2) an upfront fee of 2.35% to 2.37% of the maximum loan amount. We amortize the fees that are paid upfront over the life of the loan and those that are paid semi-annually over each respective payment period. We classifyPrior to the loan being drawn, we present these fees within Debt issuance costs in our consolidated statements of cash flows and within Other assets in our consolidated balance sheets. Once the loan is drawn, such fees are classified as a discount to the related loan, or contra-liability account, within Current portion of long-term debt or Long-term debt. In our consolidated statements of cash flows, we classify these fees within Amortization of debt issuance costs.
Under certain of our agreements, the contractual interest rate, facility fee and/or export credit agency fee vary with our debt rating.
The unsecured senior notes and senior debentures are not redeemable prior to maturity, except that certain series may be redeemed upon the payment of a make-whole premium.
Capital Leases
Silversea Cruises operates two ships, the Silver Whisper and Silver Explorer, under capital leases. Thecapital lease for the Silver Whisper will expire in 2022, subject to an option to purchase the ship, and the capital lease for the Silver Explorer will expire in 2021, subject to an option to extend the lease for up to an additional six years. The total aggregate amount of the finance lease obligations recorded for these ships at the acquisition date was $82.8 million. The lease payments on the Silver Whisper are subject to adjustments based on the LIBOR rate. Refer to Note 3. Business Combination for further information regarding the assets acquired and liabilities assumed in the Silversea Cruises acquisition.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Following is a schedule of annual maturities on long-termour total debt net of debt issuance costs, and including capital leases and commercial paper, as of December 31, 20152018 for each of the next five years (in thousands):
Year  
2016$899,677
2017938,036
20182,252,577
2019609,901
$2,422,329
20201,483,728
1,681,978
2021843,976
20221,607,975
2023664,025
Thereafter2,483,136
3,557,416
$8,667,055
$10,777,699

Note 10. Redeemable Noncontrolling Interest
In connection with the acquisition of Silversea Cruises, we recorded a redeemable noncontrolling interest of $537.8 million due to the put options held by SCG. The put options may require us to purchase SCG's remaining interest, or 33.3% of Silversea Cruises, upon the occurrence or nonoccurrence of certain future events that are not solely within our control. At the acquisition date, the estimated fair value of the redeemable noncontrolling interest was based on 33.3% of Silversea Cruises' equity value, which was determined based on the transaction price paid for 66.7% of Silversea Cruises. As of December 31, 2018, SCG's interest is presented as Redeemable noncontrolling interest and is classified outside of shareholders' equity in our consolidated balance sheets. Additionally, the noncontrolling interest's share in the net earnings (loss) and contractual accretion requirements associated with the put options are included in Net Income attributable to noncontrolling interests our consolidated statements of comprehensive income (loss).
The following table presents changes in the redeemable noncontrolling interest as of December 31, 2018 (in thousands):
Balance as at January 1, 2018$
Additions (Silversea Cruises acquisition)537,770
Net income attributable to noncontrolling interest, including the contractual accretion of the put options4,750
Other(500)
Balance at December 31, 2018$542,020
Note 8.11. Shareholders' Equity
During the fourth and third quarters of 2015,2018, we declared a cash dividend on our common stock of $0.375$0.70 per share which was paid in the first quarter of 20162019 and fourth quarter of 2015,2018, respectively. WeDuring the first and second quarters of 2018, we declared a cash dividend on our common stock of $0.60 per share which was paid in the second and third quarters of 2018, respectively.
During the fourth and third quarters of 2017, we declared a cash dividend on our common stock of $0.60 per share which was paid in the first quarter of 2018 and fourth quarter of 2017, respectively. During the first and second quarters of 2017, we declared a cash dividend on our common stock of $0.48 per share which was paid in the second and third quarters of 2017, respectively. During the first quarter of 2017, we also declared and paid a cash dividend on our common stock of $0.30$0.48 per share which was declared during the firstfourth quarter of 2016.
In May 2018, our board of directors authorized a 24-month common stock repurchase program for up to $1.0 billion. The timing and second quartersnumber of 2015.shares to be repurchased will depend on a variety of factors, including price and market conditions. Repurchases under the program may be made at management's discretion from time to time on the open market or through privately negotiated transactions. During the year ended December 31, 2018, we repurchased


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


During the fourth and third quarters2.8 million shares of 2014, we declared a cash dividend on our common stock under this program, for a total of $0.30 per share which was paid$300.0 million, in the first quarteropen market transactions that were recorded within Treasury stock in our consolidated balance sheets. As of 2015 and fourth quarter of 2014, respectively. We also declared and paid a cash dividend onDecember 31, 2018, we have $700.0 million that remains available for future stock repurchase transactions under our common stock of $0.25 per share during the first and second quarters of 2014. During the first quarter of 2014, we also paid a cash dividend on our common stock of $0.25 per share which was declared during the fourth quarter of 2013.

Board authorized program.
In October 2015,April 2017, our board of directors authorized a 12-month common stock repurchase program for up to $500 million. The timing$500.0 million that was completed in February 2018. During 2018 and number of shares purchased will depend on a variety of factors including price2017, we repurchased 2.1 million and market conditions.  Subsequently, in 2015, we executed an agreement with an investment bank to purchase a total of $200 million, of the $500 million authorized amount, of our common stock under an accelerated stock repurchase (ASR) transaction. Under the terms of the ASR agreement, on October 23, 2015, we received 1.61.8 million shares of our common stock to be repurchased based on current market prices in exchange for a prepayment of $200 million. The ASR transaction was settled on November 30, 2015 and an additional 0.5 million shares were delivered to us. In total, we repurchased 2.1 million shares at an average price of $95.09 per share. The final number of shares repurchased was determined upon settlement based on the average of the daily volume-weighted average prices of our common stock during the term of the transaction, less a discount. The initial shares received upon prepayment and additional shares received at settlement were recorded within Shareholders’ equity. Future stock repurchase transactions could include open market purchases or additional accelerated share repurchases. We expect to complete the program by the end of 2016.

During February 2016, we repurchased an additional 2.1 million shares for a total of $150.0$275.0 million and $225.0 million, respectively, totaling $500.0 million in open market transactions resulting in $150 million available for future stock repurchases.

During the fourth quarter of 2014, we repurchased from A. Wilhelmsen AS, our largest shareholder, 3.5 million shares of our common stock directly from them in a private transaction at $67.45 per share, which was equal to the price paid by a third-party financial institution for the simultaneous purchase of an additional 3.5 million shares from A. Wilhelmsen AS. Total consideration paid to repurchase such shares was approximately $236.1 million and wasthat were recorded within Shareholders' equityTreasury stock as a component of treasury stock.in our consolidated balance sheets.

Note 9.12. Stock-Based Employee Compensation
We currently have awards outstanding under twoone stock-based compensation plans,plan, our 2008 Equity Plan, which provideprovides for awards to our officers, directors and key employees. The plans consist of a 2000 Stock Award Plan and a 2008 Equity Plan. Our ability to issue new awards under the 2000 Stock Award Plan terminated in accordance with the terms of the plan in September 2009. The 2008 Equity Plan, as amended, provides for the issuance of up to 11,000,00014,000,000 shares of our common stock pursuant to grants of (i) incentive and non-qualified stock options, (ii) stock appreciation rights, (iii) restricted stock awards (including time-based and/or performance-based stock awards) and (iv) restricted stock units (including time-based and (v) performance shares.performance-based restricted stock units). During any calendar year, no one individual shall(other than non-employee members of our board of directors) may be granted awards of more than 500,000 shares.shares and no non-employee member of our board of directors may be granted awards with a value in excess of $500,000 at the grant date. Options and restricted stock units outstanding as of December 31, 20152018 generally vest in equal installments over four years from the date of grant. In addition, performance shares and performance share units generally vest in three years. With certain limited exceptions, options, restricted stock units and performance sharesawards are forfeited if the recipient ceases to be a director oran employee before the shares vest. Options are granted at a price not less than the fair value of the shares on the date of grant and expire not later than ten years after the date of grant.
Prior to 2012, our officers received a combination of stock options and restricted stock units. Beginning in 2012, our officers instead receive their long-term incentive awards through a combination of performance share unitunits and restricted stock units. Each performance share unit award is expressed as a target number of performance share units based upon the fair market value of our common stock on the date the award is issued. The actual number of shares underlying each award (not to exceed 200% of the target number of performance share unit)units) will be determined based upon the Company's achievement of a specified performance target range. In 2015,2018, we issued a target number of 161,479184,550 performance share units, which will vest approximately three years following the award issue date. The performance payout of these grants will be based on return on our invested capital ("ROIC") and earnings per share (“EPS”) for the year ended December 31, 2017,2020, as may be adjusted by the Talent and Compensation Committee of our Boardboard of Directorsdirectors in early 20182021 for events that are outside of management's control.
Beginning in 2016, our senior officers meeting certain minimum age and service criteria receive their long-term incentive awards through a combination of restricted stock awards and restricted stock units. The restricted stock awards are subject to both performance and time-based vesting criteria while the restricted stock units are subject only to time-based vesting criteria. Each restricted stock award is issued in an amount equal to 200% of the target number of shares underlying the award based upon the fair market value of our common stock on the date the award is issued. Dividends accrue (but do not get paid) on the restricted stock awards during the vesting period, with the accrued amounts to be paid out following vesting only on the number of shares underlying the award which actually vest based on satisfaction of the performance criteria. The actual number of shares that vest (not to exceed 200% of the shares) will be determined based upon the Company's achievement of a specified performance target range. In 2014,2018, we alsoissued 120,022 restricted stock awards, representing 200%(1) of the target number of shares underlying the award, all of which are considered issued and outstanding from the date of issuance, however; grantees will only retain those shares earned as the result of the Company achieving the performance goals during the measurement period. The performance payout of the 2018 awards will be based on ROIC and EPS for the year ended December 31, 2020, as may be adjusted by the Talent and Compensation Committee of our board of directors in early 2021 for events that are outside of management's control.
On January 24, 2018, the Company issued a one-time performance-based equitybonus award to our Chairman & Chief Executive Officerfor all non-officer employees. These awards vest, in a target amount of 63,771 performance share units,equal installments, over the 3 years following the award issue date. For shoreside eligible employees, awards were issued as equity-settled restricted stock units.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


with the actual number of shares payable under the grant to range from 0% to 200% of target based on our 2015 ROIC performance. In February 2016, the Compensation Committee set the payout level for this grant at 165% of target. The shares issued in settlement of this award vested in February 2016 but remain subject to restrictions on transfer until December 2017, the third anniversary of the award issuance date.
We also provide an Employee Stock Purchase Plan ("ESPP") to facilitate the purchase by employees of up to 506,3221,300,000 shares of common stock in the aggregate. Offerings to employees are made on a quarterly basis. Subject to certain limitations, the purchase price for each share of common stock is equal to 85% of the average of the market prices of the common stock as reported on the New York Stock Exchange on the first business day of the purchase period and the last business day of each month of the purchase period. During 2015, 2014the years ended December 31, 2018, 2017 and 2013, 28,724, 26,9212016, 74,100, 51,989 and 27,03642,347 shares of our common stock were issuedpurchased under the ESPP at a weighted-average price of $72.52, $52.08$97.50, $93.15 and $33.16,$65.48, respectively.
In 1994, we granted to our Chairman and Chief Executive Officer an award of common stock, issuable in quarterly installments of 10,086 shares until the earlier of the termination of his employment or June 2014. In furtherance of this grant, we issued an aggregate of 40,344 shares of common stock in 2013 and an aggregate of 20,172 shares of common stock in 2014.
Total compensation expense recognized for employee stock-based compensation for the years ended December 31, 2015, 20142018, 2017 and 20132016 was as follows:follows (in thousands):
Employee Stock-Based CompensationEmployee Stock-Based Compensation
Classification of expense2015 2014 20132018 2017 2016
(In thousands)     
Marketing, selling and administrative expenses$36,073
 $26,116
 $21,178
$46,061
 $69,459
 $32,659
Total compensation expense$36,073
 $26,116
 $21,178
$46,061
 $69,459
 $32,659
The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. The estimated fair value of stock options, less estimated forfeitures, is amortized over the vesting period using the graded-vesting method. We did not issue any stock options in 2015, 2014during the years ended December 31, 2018, 2017 and 2013.2016.


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Stock option activity and information about stock options outstanding are summarized in the following table:
Stock Option ActivityNumber of
Options
 Weighted-
Average
Exercise
Price
 Weighted-
Average
Remaining
Contractual
Term
 
Aggregate
Intrinsic
Value
(1)
Number of
Options
 Weighted-
Average
Exercise
Price
 Weighted-
Average
Remaining
Contractual
Term
 
Aggregate
Intrinsic
Value
(1)


 
 (years) (in thousands)
 
 (years) (in thousands)
Outstanding at January 1, 2015706,051
 $36.03
 3.64
 $33,182
Outstanding at January 1, 2018272,724
 $32.15
 1.41 $24,053
Granted
 
 
 

 
 
 

Exercised(287,379) $39.12
 
 
(117,977) $36.14
 
 

Canceled(6,863) $47.05
 
 
(1,654) $32.49
 
 

Outstanding at December 31, 2015411,809
 $33.69
 3.12
 $28,111
Vested and expected to vest at December 31, 2015411,807
 $33.69
 3.12
 $28,110
Options Exercisable at December 31, 2015409,915
 $33.73
 3.11
 $27,967
Outstanding at December 31, 2018153,093
 $29.06
 1.23 $10,399
Vested at December 31, 2018153,093
 $29.06
 1.23 $10,399
Options Exercisable at December 31, 2018153,093
 $29.06
 1.23 $10,399

(1)The intrinsic value represents the amount by which the fair value of stock exceeds the option exercise price as of December 31, 2015.price.
The total intrinsic value of stock options exercised during the years ended December 31, 2015, 20142018, 2017 and 20132016 was $13.8$11.1 million, $35.9$4.5 million and $17.5$2.3 million, respectively. As of December 31, 2015,2018, there was immaterialno unrecognized compensation cost, net of estimated forfeitures, related to stock options granted under our stock incentive plan which is expected to be recognized over a weighted-average period of 0.01 years.plan.
Restricted stock units are converted into shares of common stock upon vesting or, if applicable, settleare settled on a one-for-one basis. The cost of these awards is determined using the fair value of our common stock on the date of the grant, and compensation expense is recognized over the vesting period. Restricted stock activity is summarized in the following table:

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Restricted Stock ActivityNumber of
Awards
 Weighted-
Average
Grant Date
Fair Value
Non-vested share units at January 1, 2015981,553
 $42.68
Restricted Stock Units ActivityNumber of
Awards
 Weighted-
Average
Grant Date
Fair Value
Non-vested share units as of January 1, 2018737,899
 $83.78
Granted298,998
 $73.98
392,427
 $122.12
Vested(361,843) $40.04
(276,059) $78.09
Canceled(98,059) $45.07
(53,682) $101.82
Non-vested share units expected to vest as of December 31, 2015820,649
 $54.98
Non-vested share units as of December 31, 2018800,585
 $103.32
The weighted-average estimated fair value of restricted stock units granted during the yearyears ended 2014December 31, 2017 and 20132016 was $54.60$99.03 and $36.07,$64.51, respectively. The total fair value of shares released on the vesting of restricted stock units during the years ended December 31, 2015, 20142018, 2017 and 20132016 was $27.6$33.9 million, $20.7$38.7 million and $19.2$23.2 million, respectively. As of December 31, 2015,2018, we had $14.4$43.1 million of total unrecognized compensation expense, net of estimated forfeitures, related to restricted stock unit grants, which will be recognized over the weighted-average period of 1.131.68 years.
Performance share awardsunits are converted into shares of common stock upon vesting on a one-for-one basis. We estimate the fair value of each performance share when the grant is authorized and the related service period has commenced. We remeasure the fair value of our performance shares in each subsequent reporting period until the grant date has occurred, which is the date when the performance conditions are satisfied. We recognize compensation cost over the vesting period based on the probability of the service and performance conditions being achieved adjusted for each subsequent fair value measurement until the grant date. If the specified service and performance conditions are not met, compensation expense will not be recognized and any previously recognized compensation expense will be reversed. Performance stockshare units activity is summarized in the following table:

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ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Performance Stock ActivityNumber of
Awards
 Weighted-
Average
Grant Date
Fair Value
Non-vested share units at January 1, 2015658,886
 $40.21
Performance Share Units ActivityNumber of
Awards
 Weighted-
Average
Grant Date
Fair Value
Non-vested share units as of January 1, 2018353,150
 $74.87
Granted161,479
 $71.36
184,550
 $97.98
Vested(241,288) $33.94
(218,568) $72.79
Canceled(74,866) $37.59
(16,571) $109.46
Non-vested share units expected to vest as of December 31, 2015504,211
 $53.57
Non-vested share units as of December 31, 2018302,561
 $88.57
The weighted-average estimated fair value of performance share units granted during the yearyears ended 2014December 31, 2017 and 20132016 was $56.72$84.16 and $35.98,$65.83, respectively. The total fair value of shares released on the vesting of performance share units during the years ended December 31, 20152018, 20142017 and 20132016 was $18.3$27.3 million, $0.410.0 million and $0.1$16.9 million, respectively. As of December 31, 2015,2018, we had $11.4$7.7 million of total unrecognized compensation expense, net of estimated forfeitures, related to performance share unit grants, which will be recognized over the weighted-average period of 0.811.00 year.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The shares underlying our restricted stock awards to age and service eligible senior officers are issued as of the grant date in an amount equal to 200% of the target number of shares. Following the vesting date, the restrictions will lift with respect to the number of shares for which the performance criteria was met and any excess shares will be canceled. Dividends will accrue on the issued restricted shares during the vesting period, but will not be paid to the recipient until the awards vest and the final number of shares underlying the award is determined, at which point, the dividends will be paid in cash only on the earned shares. We estimate the fair value of each restricted stock award when the grant is authorized and the related service period has commenced. We remeasure the fair value of these restricted stock awards in each subsequent reporting period until the grant date has occurred, which is the date when the performance conditions are satisfied. We recognize compensation cost over the vesting period based on the probability of the service and performance conditions being achieved adjusted for each subsequent fair value measurement until the grant date. If the specified service and performance conditions are not met, compensation expense will not be recognized, any previously recognized compensation expense will be reversed, and any unearned shares will be returned to the Company. Restricted stock awards activity is summarized in the following table:
Restricted Stock Awards ActivityNumber of
Awards
 Weighted-
Average
Grant Date
Fair Value
Non-vested share units as of January 1, 2018270,176
 $81.28
Granted120,022
 $129.23
Vested
 
Canceled
 
Non-vested share units as of December 31, 2018390,198
 $96.03
The weighted-average estimated fair value of restricted stock awards granted during the years ended December 31, 2017 and 2016 was $95.04 and $66.93, respectively. As of December 31, 2018, we had $1.6 million of total unrecognized compensation expense, net of estimated forfeitures, related to restricted stock award grants, which will be recognized over the weighted-average period of 1.08 years.
Note 10.13. Earnings Per Share
A reconciliation between basic and diluted earnings per share is as follows (in thousands, except per share data):
 Year Ended December 31,
 2015 2014 2013
Net income for basic and diluted earnings per share$665,783
 $764,146
 $473,692
Weighted-average common shares outstanding219,537
 221,658
 219,638
Dilutive effect of stock options, performance share awards and restricted stock awards1,152
 1,386
 1,303
Diluted weighted-average shares outstanding220,689
 223,044
 220,941
Basic earnings per share:     
Net income$3.03
 $3.45
 $2.16
Diluted earnings per share:     
Net income$3.02
 $3.43
 $2.14
 Year Ended December 31,
 2018 2017 2016
Net Income attributable to Royal Caribbean Cruises Ltd. for basic and diluted earnings per share$1,811,042
 $1,625,133
 $1,283,388
Weighted-average common shares outstanding210,570
 214,617
 215,393
Dilutive effect of stock-based awards984
 1,077
 923
Diluted weighted-average shares outstanding211,554
 215,694
 216,316
Basic earnings per share$8.60
 $7.57
 $5.96
Diluted earnings per share$8.56
 $7.53
 $5.93
Diluted earnings per share did not reflect options to purchase an aggregate of 1.9 million shares for the year ended December 31, 2013 because the effect of including them would have been antidilutive. There were no antidilutive shares for the yearyears ended December 31, 20152018, 2017 and December 31, 2014.2016.

F-33

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 11.14. Retirement Plan
We maintain a defined contribution plan covering full-time shoreside employees who have completedemployees. Effective January 1, 2016, we commenced annual, non-elective contributions to the minimum periodplan on behalf of continuous service. Annualall eligible participants equal to 3% of participants' eligible earnings. Remaining annual contributions to the plan are discretionary and are based on fixed percentages of participants' salaries and years of service, not to exceed certain maximums. Contribution expenses were $16.8$18.9 million, $15.4$17.4 million and $13.0$16.7 million for the years ended December 31, 2015, 20142018, 2017 and 2013,2016, respectively.
Note 12.15. Income Taxes
We are subject to corporate income taxes in countries where we have operations or subsidiaries. We and the majority of our ship-operating and vessel-owning subsidiaries are currently exempt from United StatesU.S. corporate tax on United StatesU.S. source income from the international operation of ships pursuant to Section 883 of the Internal Revenue Code. Regulations under Section 883 have limited the activities that are considered the international operation of a

F-26

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


ship or incidental thereto. Accordingly, our provision for United StatesU.S. federal and state income taxes includes taxes on certain activities not considered incidental to the international operation of our ships.
Additionally, someone of our ship-operating subsidiaries areis subject to income tax under the tonnage tax regimesregime of Malta or the United Kingdom. Under these regimes,this regime, income from qualifying activities is subject to corporate income tax, but the tax is computed by reference to the tonnage of the ship or ships registered under the relevant provisions of the tax regimes (the "relevant shipping profits"), which replaces the regular taxable income base. Income from activities not considered qualifying activities, which we do not consider significant, remains subject to Maltese or United KingdomUnited-Kingdom corporate income tax.
Income tax expense (benefit) for items not qualifying under Section 883, tonnage taxestax and income taxes for the remainder of our subsidiaries was approximately $11.1$20.9 million, $(20.9)$18.3 million and $24.9$20.1 million for the years ended December 31, 2018, 2017 and 2016, respectively, and was recorded within Other income (expense)for the years ended December 31, 2015, 2014 and 2013, respectively.. In addition, all interest expense and penalties related to income tax liabilities are classified as income tax expense within Other income (expense).
For a majority of our subsidiaries, we do not expect to incur income taxes on future distributions of undistributed earnings of foreign subsidiaries.earnings. Accordingly, no deferred income taxes have been provided for the distribution of these earnings. Where we do expect to incur income taxes on future distributions of undistributed earnings, we have provided for deferred taxes, which we do not consider significant to our operations.
As of December 31, 2015,2018, the Company had Net Operating Lossesdeferred tax assets, including net operating losses (“NOLs”) in foreign jurisdictions of $309.7$24.8 million. Of these NOLs, $259.7 million carryforward indefinitely, although there are limitations to the amount of NOLs that can be utilized on an annual basis. If not utilized, $50.0$14.0 million of the NOLs are subject to expiration between 20162019 and 2028.2025. The Company has not recognized any benefits$0.4 million of benefit related to these NOLs, as allthe remaining NOLs have full valuation allowances.
Net deferred tax assets and deferred tax liabilities and corresponding valuation allowances related to our operations were not material as of December 31, 20152018 and 2014.2017.
We regularly review deferred tax assets for recoverability based on our history of earnings, expectations of future earnings, and tax planning strategies. Realization of deferred tax assets ultimately depends on the existence of sufficient taxable income to support the amount of deferred taxes. A valuation allowance is recorded in those circumstances in which we conclude it is not more-likely-than-not we will recover the deferred tax assets prior to their expiration.

F-34

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


DuringNote 16. Changes in Accumulated Other Comprehensive Income (Loss)
The following table presents the fourth quarter of 2014, Spain adopted tax reform legislation, which included amongchanges in accumulated other things, a reduction of the corporate income tax rate from 30% to 28% in 2015 and a further reduction to 25% in 2016. As a result, we adjusted our deferred tax assets and deferred tax liabilities in Spain to reflect the new tax rate at which we believe they will be realized. This change resulted in a net deferred income tax benefit of $10.0 million. The tax reform also amended the net operatingcomprehensive loss carryforward rules by changing the carryforward period from 18 years to unlimited and by changing the annual utilization limitation from 25% of taxable income to 70% of taxable income for certain taxpayers, including Pullmantur. As a result of the change of the net operating loss carryforward period, we reversed a portion of the valuation allowance recorded in 2012 to the extent of 70% of the rate-adjusted deferred tax liability recordedcomponent for the basis difference between the taxyears ended December 31, 2018 and book values of the trademarks and trade names recorded at the time of the Pullmantur acquisition and other indefinite lived assets recorded. The amount of the valuation allowance reversed in the fourth quarter of 2014 was $33.5 million which was recorded as a deferred tax benefit. These deferred tax adjustments were reported within Other income (expense) in our consolidated statements of comprehensive income (loss).2017 (in thousands):
During the third quarter of 2015, the trademark and trade names were impaired, and therefore there is no longer a difference between the book and tax basis of the trademark and trade names. As a result of the impairment of the trademark/name, we reversed the deferred tax liability of $43.4 million and increased the deferred tax asset valuation allowance by $31.4 million, or to 100% of the deferred tax asset balance. The resulting net $12.0 million deferred tax
  Changes related to cash flow derivative hedges Changes in defined
benefit plans
 Foreign currency translation adjustments Accumulated other comprehensive (loss) income
         
Accumulated comprehensive loss at January 1, 2016 $(1,232,073) $(26,447) $(69,913) $(1,328,433)
Other comprehensive income (loss) before reclassifications 73,973
 (2,777) 2,362
 73,558
Amounts reclassified from accumulated other comprehensive loss 337,250
 1,141
 
 338,391
Net current-period other comprehensive income (loss) 411,223
 (1,636) 2,362
 411,949
         
Accumulated comprehensive loss at January 1, 2017 (820,850) (28,083) (67,551) (916,484)
Other comprehensive income (loss) before reclassifications 381,865
 (6,755) 17,307
 392,417
Amounts reclassified from accumulated other comprehensive loss 188,630
 1,172
 
 189,802
Net current-period other comprehensive income (loss) 570,495
 (5,583) 17,307
 582,219
         
Accumulated comprehensive loss at January 1, 2018 (250,355) (33,666) (50,244) (334,265)
Other comprehensive (loss) income before reclassifications (297,994) 6,156
 (14,251) (306,089)
Amounts reclassified from accumulated other comprehensive loss 11,133
 1,487
 
 12,620
Net current-period other comprehensive (loss) income (286,861) 7,643
 (14,251) (293,469)
         
Accumulated comprehensive loss at December 31, 2018 $(537,216) $(26,023) $(64,495) $(627,734)

F-27F-35

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


benefit is recorded as part of our income tax provision and is reported within Other income (expense) in our consolidated statements of comprehensive income (loss).
Note 13. Changes in Accumulated Other Comprehensive Income (Loss)

The following table presents the changes in accumulated other comprehensive income (loss) by component for the years ended December 31, 2015 and 2014 (in thousands):

  Changes related to cash flow derivative hedges Changes in defined
benefit plans
 Foreign currency translation adjustments Accumulated other comprehensive income (loss)
         
Accumulated comprehensive loss at January 1, 2013 $(84,505) $(34,823) $(15,188) $(134,516)
     Other comprehensive income before reclassifications 188,073
 8,240
 1,529
 197,842
     Amounts reclassified from accumulated other comprehensive income (loss) (60,244) 2,589
 
 (57,655)
Net current-period other comprehensive income 127,829
 10,829
 1,529
 140,187
         
Accumulated comprehensive income (loss) at January 1, 2014 43,324
 (23,994) (13,659) 5,671
     Other comprehensive loss before reclassifications (919,094) (8,937) (28,099) (956,130)
     Amounts reclassified from accumulated other comprehensive income (loss) 49,744
 1,724
 1,997
 53,465
Net current-period other comprehensive loss (869,350) (7,213) (26,102) (902,665)
         
Accumulated comprehensive loss at January 1, 2015 (826,026) (31,207) (39,761) (896,994)
     Other comprehensive (loss) income before reclassifications (697,671) 3,053
 (25,952) (720,570)
     Amounts reclassified from accumulated other comprehensive income (loss) 291,624
 1,707
 (4,200) 289,131
Net current-period other comprehensive (loss) income (406,047) 4,760
 (30,152) (431,439)
         
Accumulated comprehensive loss at December 31, 2015 $(1,232,073) $(26,447) $(69,913) $(1,328,433)

The following table presents reclassifications out of accumulated other comprehensive income (loss)loss for the years ended December 31, 20152018, 2017 and 20142016 (in thousands):
  Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income
Details about Accumulated Other Comprehensive Loss Components Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Affected Line Item in Statements of Comprehensive Income (Loss)
Gain (loss) on cash flow derivative hedges:        
Interest rate swaps (10,931) (31,603) (41,480) Interest expense, net of interest capitalized
Foreign currency forward contracts (12,843) (10,840) (8,114) Depreciation and amortization expenses
Foreign currency forward contracts 12,855
 (9,472) (14,342) Other income (expense)
Foreign currency forward contracts 
 
 (207) Other indirect operating expenses
Foreign currency collar options 
 (2,408) (2,408) Depreciation and amortization expenses
Fuel swaps (1,580) 7,382
 13,685
 Other income (expense)
Fuel swaps 1,366
 (141,689) (284,384) Fuel
  (11,133) (188,630) (337,250)  
Amortization of defined benefit plans:        
Actuarial loss (1,487) (1,172) (1,141) Payroll and related
  (1,487) (1,172) (1,141)  
Total reclassifications for the period $(12,620) $(189,802) $(338,391)  


F-28F-36

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


  Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income
Details about Accumulated Other Comprehensive Income (Loss) Components Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2013 Affected Line Item in Statements of Comprehensive Income (Loss)
(Loss) gain on cash flow derivative hedges:        
     Cross currency swaps $
 $(261) $(3,531) Interest expense, net of interest capitalized
     Interest rate swaps (36,401) (15,264) (9,355) Interest expense, net of interest capitalized
     Foreign currency forward contracts (2,871) (1,887) (1,797) Depreciation and amortization expenses
     Foreign currency forward contracts 7,580
 (4,291) 27,423
 Other income (expense)
     Foreign currency forward contracts 
 (57) (440) Interest expense, net of interest capitalized
     Foreign currency collar options (1,605) 
 
 Depreciation and amortization expenses
     Fuel swaps (9,583) 
 
 Other income (expense)
     Fuel swaps (248,744) (27,984) 47,944
 Fuel
  (291,624) (49,744) 60,244
  
Amortization of defined benefit plans:        
    Actuarial loss (1,414) (888) (1,753) Payroll and related


Prior service costs
 (293) (836) (836) 

Payroll and related
  (1,707) (1,724) (2,589)  
Release of foreign cumulative translation due to sale or liquidation of businesses:        
Foreign cumulative translation 4,200
 (1,997) 
 Other operating
Total reclassifications for the period $(289,131) $(53,465) $57,655
  

Note 14.17. Fair Value Measurements and Derivative Instruments
Fair Value Measurements
The estimated fair value of our financial instruments that are not measured at fair value, categorized based upon the fair value hierarchy, are as follows (in thousands):
Fair Value Measurements at December 31, 2015 Using Fair Value Measurements at December 31, 2014 UsingFair Value Measurements at December 31, 2018 Fair Value Measurements at December 31, 2017
DescriptionTotal Carrying Amount Total Fair Value 
Level 1(1)
 
Level 2(2)
 
Level 3(3)
 Total Carrying Amount Total Fair Value 
Level 1(1)
 
Level 2(2)
 
Level 3(3)
Total Carrying Amount Total Fair Value 
Level 1(1)
 
Level 2(2)
 
Level 3(3)
 Total Carrying Amount Total Fair Value 
Level 1(1)
 
Level 2(2)
 
Level 3(3)
Assets:                                      
Cash and cash equivalents(4)
$121,565
 $121,565

$121,565
 $
 $
 $189,241
 $189,241
 $189,241
 $
 $
$287,852
 $287,852
 $287,852
 
 
 $120,112
 $120,112
 $120,112
 
 
Total Assets$121,565
 $121,565

$121,565
 $
 $
 $189,241
 $189,241
 $189,241
 $
 $
$287,852
 $287,852
 $287,852
 $
 $
 $120,112
 $120,112
 $120,112
 $
 $
Liabilities:                                      
Long-term debt (including current portion of long-term debt)(5)
$8,618,285
 $8,895,009

$1,536,629
 $7,358,380
 $
 $8,391,301
 $8,761,414
 $1,859,361
 $6,902,053
 $
$9,871,267
 $10,244,214
 
 $10,244,214
 
 $7,506,312
 $8,038,092
 
 $8,038,092
 
Total Liabilities$8,618,285
 $8,895,009

$1,536,629
 $7,358,380
 $
 $8,391,301
 $8,761,414
 $1,859,361
 $6,902,053
 $
$9,871,267
 $10,244,214
 $
 $10,244,214
 $
 $7,506,312
 $8,038,092
 $
 $8,038,092
 $

(1)Inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment.

F-29

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


(2)Inputs other than quoted prices included within Level 1 that are observable for the liability, either directly or indirectly. For unsecured revolving credit facilities and unsecured term loans, fair value is determined utilizing the income valuation approach. This valuation model takes into account the contract terms of our debt such as the debt maturity and the interest rate on the debt. The valuation model also takes into account the creditworthiness of the Company.
(3)Inputs that are unobservable. The Company did not use any Level 3 inputs as of December 31, 20152018 and December 31, 2014.2017.
(4)Consists of cash and marketable securities with original maturities of less than 90 days.
(5)Consists of unsecured revolving credit facilities, senior notes, senior debentures and term loans. DoesThese amounts do not include our capital lease obligations.obligations or commercial paper.

Fair Value Measurements on a Nonrecurring Basis
During 2018, we announced that Skysea Holding would cease cruising operations by the end of 2018. As a result, we did not deem our investment balance to be recoverable and estimated the fair value of our investment to be zero. For further information on our Skysea Holding investment and impairment, refer to Note 8. Other Assets.
Other Financial Instruments
The carrying amounts of accounts receivable, accounts payable, accrued interest, and accrued expenses and commercial paper approximate fair value atas of December 31, 20152018 and December 31, 2014.2017.

F-37

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Assets and liabilities that are recorded at fair value have been categorized based upon the fair value hierarchy. The following table presents information about the Company's financial instruments recorded at fair value on a recurring basis (in thousands):
Fair Value Measurements at December 31, 2015 Using Fair Value Measurements at December 31, 2014 UsingFair Value Measurements at December 31, 2018 Fair Value Measurements at December 31, 2017
DescriptionTotal Fair Value 
Level 1(1)
 
Level 2(2)
 
Level 3(3)
 Total Fair Value 
Level 1(1)
 
Level 2(2)
 
Level 3(3)
Total Fair Value 
Level 1(1)
 
Level 2(2)
 
Level 3(3)
 Total Fair Value 
Level 1(1)
 
Level 2(2)
 
Level 3(3)
Assets:                              
Derivative financial instruments(4)
$134,574
 $
 $134,574
 $
 $63,981
 $
 $63,981
 $
$65,297
 $
 $65,297
 $
 $320,385
 $
 $320,385
 $
Investments(5)
$3,965
 3,965
 
 
 $5,531
 5,531
 
 

 
 
 
 3,340
 3,340
 
 
Total Assets$138,539
 $3,965
 $134,574
 $
 $69,512
 $5,531
 $63,981
 $
$65,297
 $
 $65,297
 $
 $323,725
 $3,340
 $320,385
 $
Liabilities:                              
Derivative financial instruments(6)
$1,044,292
 $
 $1,044,292
 $
 $767,635
 $
 $767,635
 $
$201,812
 $
 $201,812
 $
 $115,961
 $
 $115,961
 $
Contingent consideration(7)
44,000
 
 
 44,000
 
 
 
 
Total Liabilities$1,044,292
 $
 $1,044,292
 $
 $767,635
 $
 $767,635
 $
$245,812
 $
 $201,812
 $44,000
 $115,961
 $
 $115,961
 $

(1)Inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment.
(2)Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. For foreign currency forward contracts, interest rate swaps cross currency swaps and fuel swaps, fair value is derived using valuation models that utilize the income valuation approach. These valuation models take into account the contract terms, such as maturity as well as other inputs, such as foreign exchange rates and curves, fuel types, fuel curves and interest rate yield curves. Fair value for foreign currency collar options is determined by using standard option pricing models with inputs based on the options' contract terms, such as exercise price and maturity, and readily available public market data, such as foreign exchange curves, foreign exchange volatility levels and discount rates. All derivativeDerivative instrument fair values take into account the creditworthiness of the counterparty and the Company.
(3)Inputs that are unobservable. The Company did not use any Level 3 inputs as of December 31, 2015 and December 31, 2014.2017.
(4)Consists of foreign currency forward contracts, interest rate swaps and fuel swaps. Please referRefer to the "Fair Value of Derivative Instruments" table for breakdown by instrument type.
(5)
Consists of exchange-traded equity securities and mutual funds reported within Other assets in our consolidated balance sheets.
(6)Consists of interest rate swaps, fuel swaps, foreign currency forward contracts, interest rate swaps and foreign currency collar options. Please referfuel swaps. Refer to the "Fair Value of Derivative Instruments" table for breakdown by instrument type.
(7)
The contingent consideration related to the Silversea Cruises acquisition was estimated by applying a Monte-Carlo simulation method using our closing stock price along with significant inputs not observable in the market, including the probability of achieving the milestones and estimated future operating results. The Monte-Carlo simulation is a generally accepted statistical technique used to generate a defined number of valuation paths in order to develop a reasonable estimate of fair value. Refer to Note 3. Business Combination for further information on the Silversea Cruises acquisition.
The reported fair values are based on a variety of factors and assumptions. Accordingly, the fair values may not represent actual values of the financial instruments that could have been realized as of December 31, 20152018 or December 31, 2014,2017, or that will be realized in the future, and do not include expenses that could be incurred in an actual sale or settlement.

F-30

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The following table presents information about the Company's goodwill, indefinite-life intangible assets and long-lived assets for our Pullmantur reporting unit, further discussed in Note 3. Goodwill and Note 4. Intangible Assets, recorded at fair value on a nonrecurring basis (in thousands):
  Fair Value Measurements at December 31, 2015 Using
Description Total Carrying Amount Total Fair Value Level 3 Total Impairment
Pullmantur Goodwill (1)
 $
 $
 $
 $123,814
Indefinite-life intangible asset-Pullmantur trademarks and trade names (2)
 
 
 
 $174,285
Long-lived assets — Pullmantur aircraft and vessels (3)
 140,846
 140,846
 140,846
 $113,168
Total $140,846
 $140,846
 $140,846
 $411,267

(1)We estimated the fair value of the Pullmantur reporting unit using a probability-weighted discounted cash flow model. The principal assumptions used in the discounted cash flow model are projected operating results, weighted-average cost of capital and terminal value. Significantly impacting these assumptions was the decision to reduce the size of Pullmantur's fleet. The discounted cash flow model used our 2016 projected operating results as a base. To that base we added future years’ cash flows through 2020 assuming multiple revenue and expense scenarios that reflect the impact of different global economic environments for this period on Pullmantur’s reporting unit. We assigned a probability to each revenue and expense scenario. We discounted the projected cash flows using rates specific to Pullmantur’s reporting unit based on its weighted-average cost of capital, which was determined to be 11%. The fair value of Pullmantur's goodwill was estimated as of August 31, 2015, the date of the last impairment test, at which point it was fully impaired.
(2)We estimated the fair value of our indefinite-life intangible asset using a discounted cash flow model and the relief-from-royalty method. These trademarks and trade names relate to Pullmantur and we have used a discount rate of 11.5%, comparable to the rate used in valuing the Pullmantur reporting unit. The fair value of these assets were estimated as of August 31, 2015, the date of the last impairment test, at which point they were fully impaired.
(3)We estimated the fair value of our long-lived assets using the market approach for the aircraft and a blended indication from the cost and market approaches for the vessels as of August 31, 2015, the date of the last impairment test, including depreciation through December 31, 2015. We believe this amount estimates fair value as of December 31, 2015. A significant input in performing the fair value assessments for these assets was comparable market transactions.

We have master International Swaps and Derivatives Association (“ISDA”) agreements in place with our derivative instrument counterparties. These ISDA agreements generally provide for final close out netting with our counterparties for all positions in the case of default or termination of the ISDA agreement. We have determined that our ISDA agreements provide us with rights of setoff on the fair value of derivative instruments in a gain position and those in a loss position with the same counterparty. We have elected not to offset such derivative instrument fair values in our consolidated balance sheets.

As of December 31, 2015 and December 31, 2014, no cash collateral was received or pledged under our ISDA agreements. See Credit Related Contingent Features for further discussion on contingent collateral requirements for our derivative instruments.

The following table presents information about the Company’s offsetting of financial assets under master netting agreements with derivative counterparties:


F-31F-38

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The following table presents information about the Company’s offsetting of financial assets under master netting agreements with derivative counterparties (in thousands):
 Gross Amounts not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements Gross Amounts not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements
 As of December 31, 2015 As of December 31, 2014 As of December 31, 2018 As of December 31, 2017
 Gross Amount of Derivative Assets Presented in the Consolidated Balance Sheet Gross Amount of Eligible Offsetting
Recognized
Derivative Liabilities
 Cash Collateral
Received
 Net Amount of
Derivative Assets
 Gross Amount of Derivative Assets Presented in the Consolidated Balance Sheet Gross Amount of Eligible Offsetting
Recognized
Derivative Assets
 Cash Collateral
Received
 Net Amount of
Derivative Assets
 Gross Amount of Derivative Assets Presented in the Consolidated Balance Sheet Gross Amount of Eligible Offsetting
Recognized
Derivative Liabilities
 Cash Collateral
Received
 Net Amount of
Derivative Assets
 Gross Amount of Derivative Assets Presented in the Consolidated Balance Sheet Gross Amount of Eligible Offsetting
Recognized
Derivative Assets
 Cash Collateral
Received
 Net Amount of
Derivative Assets
(In thousands)                
                
Derivatives subject to master netting agreements $134,574
 $(129,815) $
 $4,759
 $63,981
 $(63,981) $
 $
 $65,297
 $(60,303) $
 $4,994
 $320,385
 $(104,751) $
 $215,634
Total $134,574
 $(129,815) $
 $4,759
 $63,981
 $(63,981) $
 $
 $65,297
 $(60,303) $
 $4,994
 $320,385
 $(104,751) $
 $215,634
The following table presents information about the Company’s offsetting of financial liabilities under master netting agreements with derivative counterparties:

counterparties (in thousands):
 Gross Amounts not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements Gross Amounts not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements
 As of December 31, 2015 As of December 31, 2014 As of December 31, 2018 As of December 31, 2017
 Gross Amount of Derivative Liabilities Presented in the Consolidated Balance Sheet Gross Amount of Eligible Offsetting
Recognized
Derivative Assets
 Cash Collateral
Pledged
 Net Amount of
Derivative Liabilities
 Gross Amount of Derivative Liabilities Presented in the Consolidated Balance Sheet Gross Amount of Eligible Offsetting
Recognized
Derivative Liabilities
 Cash Collateral
Pledged
 Net Amount of
Derivative Liabilities
 Gross Amount of Derivative Liabilities Presented in the Consolidated Balance Sheet Gross Amount of Eligible Offsetting
Recognized
Derivative Assets
 Cash Collateral
Pledged
 Net Amount of
Derivative Liabilities
 Gross Amount of Derivative Liabilities Presented in the Consolidated Balance Sheet Gross Amount of Eligible Offsetting
Recognized
Derivative Liabilities
 Cash Collateral
Pledged
 Net Amount of
Derivative Liabilities
(In thousands)                
                
Derivatives subject to master netting agreements $(1,044,292) $129,815
 $
 $(914,477) $(767,635) $63,981
 $
 $(703,654) $(201,812) $60,303
 $
 $(141,509) $(115,961) $104,751
 $
 $(11,210)
Total $(1,044,292) $129,815
 $
 $(914,477) $(767,635) $63,981
 $
 $(703,654) $(201,812) $60,303
 $
 $(141,509) $(115,961) $104,751
 $
 $(11,210)
Derivative Instruments
We are exposed to market risk attributable to changes in interest rates, foreign currency exchange rates and fuel prices. We managetry to mitigate these risks through a combination of our normal operating and financing activities and through the use of derivative financial instruments pursuant to our hedging practices and policies. The financial impact of these hedging instruments is primarily offset by corresponding changes in the underlying exposures being hedged. We achieve this by closely matching the notional amount, term and conditions of the derivative instrument with the underlying risk being hedged. Although certain of our derivative financial instruments do not qualify or are not accounted for under hedge accounting, we doour objective is not to hold or issue derivative financial instruments for trading or other speculative purposes. We monitor our derivative positions using techniques including market valuations and sensitivity analyses.
We enter into various forward, swap and option contracts to manage our interest rate exposure and to limit our exposure to fluctuations in foreign currency exchange rates and fuel prices. These instruments are recorded on the balance sheet at their fair value and the vast majority are designated as hedges. We also use non-derivative financial instruments designated as hedges of our net investment in our foreign operations and investments.

F-32

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


At inception of the hedge relationship, a derivative instrument that hedges the exposure to changes in the fair value of a firm commitment or a recognized asset or liability is designated as a fair value hedge. A derivative instrument that hedges a forecasted transaction or the variability of cash flows related to a recognized asset or liability is designated as a cash flow hedge.
Changes in the fair value of derivatives that are designated as fair value hedges are offset against changes in the fair value of the underlying hedged assets, liabilities or firm commitments. Gains and losses on derivatives that are designated as cash flow hedges are recorded as a component of Accumulated other comprehensive loss until the underlying hedged transactions are

F-39

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


recognized in earnings. The foreign currency transaction gain or loss of our non-derivative financial instruments and the changes in the fair value of derivatives designated as hedges of our net investment in foreign operations and investments are recognized as a component of Accumulated other comprehensive loss along with the associated foreign currency translation adjustment of the foreign operation.operation or investment, with the amortization of excluded components affecting earnings.
On an ongoing basis, we assess whether derivatives used in hedging transactions are "highly effective" in offsetting changes in the fair value or cash flow of hedged items. We use the long-haul method to assess hedge effectiveness using regression analysis for each hedge relationship under our interest rate, foreign currency and fuel hedging programs. We apply the same methodology on a consistent basis for assessing hedge effectiveness to all hedges within each hedging program (i.e., interest rate, foreign currency and fuel). We perform regression analyses over an observation period of up to three years, utilizing market data relevant to the hedge horizon of each hedge relationship. High effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the changes in the fair values of the derivative instrument and the hedged item. The determination of ineffectiveness is based on the amount of dollar offset between the change in fair value of the derivative instrument and the change in fair value of the hedged item at the end of the reporting period. If it is determined that a derivative is not highly effective as a hedge or hedge accounting is discontinued, any change in fair value of the derivative since the last date at which it was determined to be effective is recognized in earnings. In addition, the ineffective portion of our highly effective hedges is immediately recognized in earnings and reported in Other income (expense) in our consolidated statements of comprehensive income (loss).
Cash flows from derivative instruments that are designated as fair value or cash flow hedges are classified in the same category as the cash flows from the underlying hedged items. In the event that hedge accounting is discontinued, cash flows subsequent to the date of discontinuance are classified within investing activities. Cash flows from derivative instruments not designated as hedging instruments are classified as investing activities.
We consider the classification of the underlying hedged item’s cash flows in determining the classification for the designated derivative instrument’s cash flows. We classify derivative instrument cash flows from hedges of benchmark interest rate or hedges of fuel expense as operating activities due to the nature of the hedged item. Likewise, we classify derivative instrument cash flows from hedges of foreign currency risk on our newbuild ship payments as investing activities and derivative instrument cash flows from hedges of foreign currency risk on debt payments as financing activities.
Interest Rate Risk
Our exposure to market risk for changes in interest rates primarily relates to our long-term debt obligations including future interest payments. At December 31, 2015,2018 and 2017, approximately 31.2%59.1% and 57.4%, respectively, of our long-term debt was effectively fixed as compared to 28.5% as of December 31, 2014.fixed. We use interest rate swap agreements to modify our exposure to interest rate movements and to manage our interest expense.
Market risk associated with our long-term fixed rate debt is the potential increase in fair value resulting from a decrease in interest rates. We use interest rate swap agreements that effectively convert a portion of our fixed-rate debt to a floating-rate basis to manage this risk. At December 31, 20152018 and December 31, 2014,2017, we maintained interest rate swap agreements on the $420.0 million fixed rate portion of our Oasis of the Seas unsecured amortizing term loan and on the $650.0 million unsecured senior notes due 2022. The interest rate swap agreements on Oasis of the Seasfollowing fixed-rate debt effectively changed the interest rate on the balance of the unsecured term loan, which was $210.0 million as of December 31, 2015, from a fixed rate of 5.41% to a LIBOR-based floating rate equal to LIBOR plus 3.87%, currently approximately 4.40%. The interest rate swap agreements on the $650.0 million unsecured senior notes effectively changed the interest rate of the unsecured senior notes from a fixed rate of 5.25% to a LIBOR-based floating rate equal to LIBOR plus 3.63%, currently approximately 3.99%. instruments:
Debt InstrumentSwap Notional as of December 31, 2018 (In thousands)MaturityDebt Fixed RateSwap Floating Rate: LIBOR plusAll-in Swap Floating Rate as of December 31, 2018
Oasis of the Seas term loan
$105,000
October 20215.41%3.87%6.63%
Unsecured senior notes650,000
November 20225.25%3.63%6.25%
 $755,000
    
These interest rate swap agreements are accounted for as fair value hedges.

F-33F-40

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Market risk associated with our long-term floating rate debt is the potential increase in interest expense from an increase in interest rates. We use interest rate swap agreements that effectively convert a portion of our floating-rate debt to a fixed-rate basis to manage this risk. At December 31, 2015,2018 and 2017, we maintained forward-starting interest rate swap agreements that hedge the anticipated unsecured Euro amortizing term loan that will finance a portion of our purchase of Harmony of the Seas. Forward-starting interest rate swaps hedging the Harmony of the Seas loan will effectively convert the interest rate for €693.4 million, or approximately $753.7 million based on the exchange rate at December 31, 2015, of the anticipated loan balance from EURIBOR plus 1.15% to a fixed rate of 2.26% (inclusive of margin) beginning in May 2016. In addition, at December 31, 2015, we maintained forward-starting interest rate swap agreements that hedge the anticipated unsecured amortizing term loan that will finance our purchase of Ovation of the Seas. Forward-starting interest rate swaps hedging the Ovation of the Seas loan will effectively convert the interest rate for $830.0 million of the anticipated loan balance from LIBOR plus 1.00% to a fixed rate of 3.16% (inclusive of margin) beginning in April 2016. following floating-rate debt instruments:
Debt InstrumentSwap Notional as of December 31, 2018 (In thousands)MaturityDebt Floating RateAll-in Swap Fixed Rate
Celebrity Reflection term loan
$327,250
October 2024LIBOR plus0.40%2.85%
Quantum of the Seas term loan
490,000
October 2026LIBOR plus1.30%3.74%
Anthem of the Seas term loan
513,542
April 2027LIBOR plus1.30%3.86%
Ovation of the Seas term loan
657,083
April 2028LIBOR plus1.00%3.16%
Harmony of the Seas term loan (1)
627,660
May 2028EURIBOR plus1.15%2.26%
 $2,615,535
    

(1)
Interest rate swap agreements hedging the Euro-denominated term loan for Harmony of the Seas include a EURIBOR zero-floor matching the hedged debt EURIBOR zero-floor. Amount presented is based on the exchange rate as of December 31, 2018.
These interest rate swap agreements are accounted for as cash flow hedges.
In addition, at December 31, 2015 and December 31, 2014, we maintained interest rate swap agreements on our Celebrity Reflection term loan. Our interest rate swap agreements effectively converted the interest rate on a portion of the Celebrity Reflection unsecured amortizing term loan balance of approximately $490.9 million from LIBOR plus 0.40% to a fixed rate (including applicable margin) of 2.85% through the term of the loan. Additionally, at December 31, 2015 and December 31, 2014, we maintained interest rate swap agreements on our Quantum of the Seas term loan. Our interest rate swap agreements effectively converted the interest rate on a portion of the Quantum of the Seas unsecured amortizing term loan balance of approximately $673.8 million from LIBOR plus 1.30% to a fixed rate of 3.74% (inclusive of margin) through the term of the loan. Furthermore, at December 31, 2015 and December 31, 2014, we maintained interest rate swap agreements on our Anthem of the Seas term loan. Our interest rate swap agreements effectively converted the interest rate on a portion of the Anthem of the Seas unsecured amortizing term loan balance of approximately $694.8 million from LIBOR plus 1.30% to a fixed rate of 3.86% (inclusive of margin) through the term of the loan. These interest rate swap agreements are accounted for as cash flow hedges.
The notional amount of interest rate swap agreements related to outstanding debt and on our current unfunded financing arrangements as of December 31, 20152018 and 20142017 was $4.3$3.4 billion and $2.9$3.8 billion, respectively.
Foreign Currency Exchange Rate Risk
Derivative Instruments
Our primary exposure to foreign currency exchange rate risk relates to our ship construction contracts denominated in Euros, our foreign currency denominated debt and our international business operations. We enter into foreign currency forward contracts collar options and cross currency swap agreements to manage portions of the exposure to movements in foreign currency exchange rates. As of December 31, 2015,2018, the aggregate cost of our ships on order, not including the TUI Cruises'any ships on order by our Partner Brands and the Silversea Cruises ships that remain contingent upon final documentation and financing, was approximately $7.8$11.4 billion, of which we had deposited $546.5$651.7 million as of such date. Approximately 58.2%At December 31, 2018 and 28.8%2017, approximately 53.5% and 54.0%, respectively, of the aggregate cost of the ships under construction was exposed to fluctuations in the Euro exchange rate at December 31, 2015 and 2014, respectively. The majority of ourrate. Our foreign currency forward contracts, collar options and cross currency swapcontract agreements are accounted for as cash flow fair value or net investment hedges depending on the designation of the related hedge.
On a regular basis, we enter into foreign currency forward contracts and, from time to time, we utilize cross-currency swap agreements and collar options to minimize the volatility resulting from the remeasurement of net monetary assets and liabilities denominated in a currency other than our functional currency or the functional currencies of our foreign subsidiaries. During 2015,the year ended December 31, 2018, we maintained an average of approximately $514.4$741.5 million of these foreign currency forward contracts. These instruments are not designated as hedging instruments. In 2015, 2014For the years ended December 31, 2018, 2017 and 20132016, changes in the fair value of the foreign currency forward contracts were lossesresulted in (losses) gains of approximately $55.5$(62.4) million, $48.662.0 million and $19.3$(51.1) million, respectively, which offset gains (losses) arising from the remeasurement of monetary assets and liabilities denominated in foreign currencies in those same years of $34.6$57.6 million, $49.5(75.6) million and $13.439.8 million, respectively. These changesamounts were recognized in earnings within Other income (expense) in our consolidated statements of comprehensive income (loss).
We consider our investments in our foreign operations to be denominated in relatively stable currencies and of a long-term nature. As of December 31, 2015,2018, we maintained foreign currency forward contracts and designated them as hedges of a portion of our net investmentinvestments primarily in TUI Cruisescruises of €302.0€101.0 million, or approximately $328.3$115.5 million based on the exchange rate at December 31, 2015.2018. These forward currency contracts mature in April 2016.October 2021.

F-34F-41

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The notional amount of outstanding foreign exchange contracts, including ourexcluding the forward contracts and collar options,entered into to minimize remeasurement volatility, as of December 31, 20152018 and 20142017 was $2.4$3.7 billion and $3.0$4.6 billion, respectively.
Non-Derivative Instruments
We also address the exposure of our investments in foreign operations by denominating a portion of our debt in our subsidiaries' and investments' functional currencies and designating it as a hedge of these subsidiaries and investments. We had designated debt as a hedge of our net investments primarily in Pullmantur and TUI Cruises for €139.4of approximately €280.0 million, or approximately $168.7$320.2 million, through December 31, 2014.2018. As of December 31, 2015, no2017, we had designated debt was designated as a hedge of our net investments primarily in Pullmantur and TUI Cruises.Cruises of approximately €246.0 million, or approximately $295.3 million.
Fuel Price Risk
Our exposure to market risk for changes in fuel prices relates primarily to the consumption of fuel on our ships. We use fuel swap agreements and fuel call options to mitigate the financial impact of fluctuations in fuel prices.
Our fuel swap agreements are accounted for as cash flow hedges. At December 31, 2015,2018, we have hedged the variability in future cash flows for certain forecasted fuel transactions occurring through 2019.2022. As of December 31, 20152018 and 2014,2017, we had the following outstanding fuel swap agreements:
 Fuel Swap Agreements
 As of December 31, 2015 As of December 31, 2014
 (metric tons)
2015
 806,000
2016930,000
 802,000
2017854,000
 525,000
2018583,000
 226,000
2019231,000
 
 Fuel Swap Agreements
 As of December 31, 2018 As of December 31, 2017
 (metric tons)
2018
 673,700
2019856,800
 668,500
2020830,500
 531,200
2021488,900
 224,900
2022322,900
 
Fuel Swap AgreementsFuel Swap Agreements
As of December 31, 2015 As of December 31, 2014As of December 31, 2018 As of December 31, 2017
(% hedged)(% hedged)
Projected fuel purchases for year:      
2015
 58%
201665% 55%
201759% 35%
201840% 15%
 50%
201915% %58% 46%
202054% 36%
202128% 14%
202219% 
At December 31, 20152018 and 2014, $321.02017, $26.8 million and $223.1$23.7 million, respectively, of estimated unrealized net loss associated with our cash flow hedges pertaining to fuel swap agreements were expected to be reclassified to earnings from Accumulated other comprehensive loss within the next twelve months. Reclassification is expected to occur as the result of fuel consumption associated with our hedged forecasted fuel purchases.

F-35F-42

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The fair value and line item caption of derivative instruments recorded within our consolidated balance sheets were as follows:follows (in thousands):
Fair Value of Derivative InstrumentsFair Value of Derivative Instruments
Asset Derivatives Liability DerivativesAsset Derivatives Liability Derivatives
Balance Sheet
Location
 As of December 31, 2015 As of December 31, 2014 Balance Sheet
Location
 As of December 31, 2015 As of December 31, 2014Balance Sheet
Location
 As of December 31, 2018 As of December 31, 2017 Balance Sheet
Location
 As of December 31, 2018 As of December 31, 2017
 Fair Value Fair Value Fair Value Fair Value Fair Value Fair Value Fair Value Fair Value
(In thousands)        
Derivatives designated as hedging instruments under ASC 815-20(1)
                
Interest rate swapsOther assets $
 $
 Other long-term liabilities $67,371
 $65,768
Other assets $23,518
 $7,330
 Other long-term liabilities $40,467
 $46,509
Foreign currency forward contractsDerivative financial instruments 93,996
 
 Derivative financial instruments 320,873
 17,619
Derivative financial instruments 4,044
 68,352
 Derivative financial instruments 39,665
 
Foreign currency forward contractsOther assets 
 63,981
 Other long-term liabilities 
 164,627
Other assets 10,844
 158,879
 Other long-term liabilities 16,854
 6,625
Foreign currency collar optionsDerivative financial instruments 
 
 Derivative financial instruments 
 21,855
Fuel swapsDerivative financial instruments 
 
 Derivative financial instruments 307,475
 227,512
Derivative financial instruments 10,966
 13,137
 Derivative financial instruments 37,627
 38,488
Fuel swapsOther assets 
 
 Other long-term liabilities 325,055
 270,254
Other assets 9,204
 51,265
 Other long-term liabilities 65,182
 13,411
Total derivatives designated as hedging instruments under ASC 815-20 93,996
 63,981
 1,020,774
 767,635
 58,576
 298,963
 199,795
 105,033
Derivatives not designated as hedging instruments under ASC 815-20                
Foreign currency forward contractsDerivative Financial Instruments 32,339
 
 Derivative financial instruments 
 
Derivative financial Instruments 1,751
 9,945
 Derivative financial instruments 808
 2,933
Foreign currency forward contractsOther assets 1,579
 2,793
 Other long-term liabilities 833
 1,139
Fuel swapsDerivative financial instruments 2,804
 7,886
 Derivative financial instruments 376
 6,043
Fuel swapsDerivative financial instruments 8,239
 
 Derivative financial instruments 23,518
 
Other assets 587
 798
 Other long-term liabilities 
 813
Total derivatives not designated as hedging instruments under ASC 815-20 40,578
 
 23,518
 
 6,721
 21,422
 2,017
 10,928
Total derivatives $134,574
 $63,981
 $1,044,292
 $767,635
 $65,297
 $320,385
 $201,812
 $115,961

(1)
Accounting Standard Codification 815-20 "Derivatives and Hedging."

F-43

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The location and amount of gain or (loss) recognized in income on fair value and cash flow hedging relationships were as follows (in thousands):
    Year Ended December 31, 2018 Year Ended December 31, 2017
  Fuel Expense Depreciation and Amortization Expenses Interest Income (Expense) Other Income (Expense) Fuel Expense Depreciation and Amortization Expenses Interest Income (Expense) Other Income (Expense)
Total amounts of income and expense line items presented in the statement of financial performance in which the effects of fair value or cash flow hedges are recorded$710,617 $1,033,697 $(300,872) $11,107
 $681,118 $951,194 $(269,881) $(5,289)
The effects of fair value and cash flow hedging:               
 Gain or (loss) on fair value hedging relationships in Subtopic 815-20               
  Interest contracts               
   Hedged itemsn/a n/a $4,673
  n/a n/a  $6,065
   Derivatives designated as hedging instrumentsn/a n/a $(8,854)  n/a n/a $3,007
 $(3,139)
 Gain or (loss) on cash flow hedging relationships in Subtopic 815-20               
  Interest contracts               
   Amount of gain or (loss) reclassified from accumulated other comprehensive loss into incomen/a n/a $(10,931) n/a n/a n/a $(31,603) n/a
  Commodity contracts               
   Amount of gain or (loss) reclassified from accumulated other comprehensive loss into income$1,366
 n/a n/a $(1,580) $(141,689) n/a n/a $7,382
  Foreign exchange contracts               
   Amount of gain or (loss) reclassified from accumulated other comprehensive loss into incomen/a $(12,843) n/a $12,855
 n/a $(13,248) n/a $(9,472)
    Year Ended December 31, 2016
  Fuel Expense Depreciation and Amortization Expenses Interest Income (Expense) Other Income (Expense)
Total amounts of income and expense line items presented in the statement of financial performance in which the effects of fair value or cash flow hedges are recorded$713,676
 $894,915
 $(286,514) $(35,653)
The effects of fair value and cash flow hedging:       
 Gain or (loss) on fair value hedging relationships in Subtopic 815-20       
  Interest contracts       
   Hedged itemsn/a n/a $7,203
 $5,072
   Derivatives designated as hedging instrumentsn/a n/a $7,488
 $(3,625)
 Gain or (loss) on cash flow hedging relationships in Subtopic 815-20       
  Interest contracts       
   Amount of gain or (loss) reclassified from accumulated other comprehensive loss into incomen/a n/a $(41,480) n/a
  Commodity contracts       
   Amount of gain or (loss) reclassified from accumulated other comprehensive loss into income$(284,384) n/a n/a $13,685
  Foreign exchange contracts       
   Amount of gain or (loss) reclassified from accumulated other comprehensive loss into incomen/a $(10,522) n/a $(14,342)

F-44

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The carrying value and line item caption of non-derivative instruments designated as hedging instruments recorded within our consolidated balance sheets were as follows:follows (in thousands):
 Carrying Value Carrying Value
Non-derivative instrument designated as
hedging instrument under ASC 815-20
 Balance Sheet Location As of December 31, 2015 As of December 31, 2014 Balance Sheet Location As of December 31, 2018 As of December 31, 2017
(In thousands)    
Foreign currency debt Current portion of long-term debt $38,168
 $70,097
Foreign currency debt Long-term debt $
 $168,718
 Long-term debt 281,984
 225,226

 
 $
 $168,718
 $320,152
 $295,323
The effect of derivative instruments qualifying and designated as hedging instruments and the related hedged items in fair value hedges on the consolidated statements of comprehensive income (loss) werewas as follows:follows (in thousands):

F-36

ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


 Location of Gain
(Loss)
Recognized in
Income on
Derivative and
Hedged Item
 Amount of Gain (Loss)
Recognized in
Income on Derivative
 Amount of Gain (Loss)
Recognized in
Income on Hedged Item
 Location of Gain (Loss) Recognized in Income on Derivative and Hedged Item Amount of Gain (Loss) Recognized in Income on Derivative Amount of Gain (Loss) Recognized in Income on Hedged Item
Derivatives and related Hedged Items
under ASC 815-20 Fair Value Hedging
Relationships
 Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016
(In thousands)        
Interest rate swaps Interest expense, net of interest capitalized $11,276
 $12,217
 $15,743
 $17,403
 Interest expense, net of interest capitalized $(8,854) $3,007
 $7,488
 $4,673
 $
 $7,203
Interest rate swaps Other income (expense) 10,779
 42,530
 (7,533) (34,304) Other income (expense) 
 (3,139) (3,625) 
 6,065
 5,072

 
 $22,055
 $54,747
 $8,210
 $(16,901) 
 $(8,854) $(132) $3,863
 $4,673
 $6,065
 $12,275
The fair value and line item caption of derivative instruments recorded within our consolidated balance sheets for the cumulative basis adjustment for fair value hedges were as follows (in thousands):
Line Item in the Statement of Financial Position Where the Hedged Item is Included Carrying Amount of the Hedged Liabilities Cumulative amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Liabilities
 As of December 31, 2018 As of December 31, 2017 As of December 31, 2018 As of December 31, 2017
Current portion of long-term debt and Long-term debt $725,486
 $749,155
 $(24,766) $(34,813)
  $725,486
 $749,155
 $(24,766) $(34,813)
The effect of derivative instruments qualifying and designated as cash flow hedging instruments on the consolidated financial statements was as follows:follows (in thousands):
 Amount of Gain (Loss)
Recognized in OCI
on Derivative
(Effective Portion)
 Location of Gain
(Loss) Reclassified
from Accumulated
OCI into Income
(Effective Portion)
 Amount of Gain (Loss)
Reclassified from Accumulated
OCI into Income
(Effective Portion)
 Location of Gain
(Loss) Recognized
in Income on
Derivative
(Ineffective
Portion and Amount Excluded from
Effectiveness
Testing)
 Amount of Gain (Loss)
Recognized in Income
on Derivative (Ineffective
Portion and
Amount
Excluded from
Effectiveness testing)
 Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
Derivatives under
ASC 815-20 Cash Flow
Hedging Relationships
 Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016
(In thousands)            
Cross currency swaps $
 $
 Interest expense $
 $(261) Other income (expense) $
 $
Interest rate swaps (52,602) (113,116) Interest expense (36,401) (15,264) Other income (expense) 38
 (99) $18,578
 $(13,312) $(31,049) Interest expense $(10,931) $(31,603) $(41,480)
Foreign currency forward contracts (141,470) (246,627) Depreciation and amortization expenses (2,871) (1,887) Other income (expense) 
 (34) (222,645) 276,573
 (51,092) Depreciation and amortization expenses (12,843) (10,840) (8,114)
Foreign currency forward contracts 
 
 Other income (expense) 7,580
 (4,291) Other income (expense) 
 
 
 
 
 Other income (expense) 12,855
 (9,472) (14,342)
Foreign currency forward contracts 
 
 Interest expense 
 (57) Other income (expense) 
 
 
 
 
 Other indirect operating expenses 
 
 (207)
Foreign currency collar options (64,559) (44,028) Depreciation and amortization expenses (1,605) 
 Other income (expense) 
 
 
 
 
 Depreciation and amortization expenses 
 (2,408) (2,408)
Fuel swaps 
 
 Other income (expense) (9,583) 
 Other income (expense) 
 
 
 
 
 Other income (expense) (1,580) 7,382
 13,685
Fuel swaps (439,040) (515,324) Fuel (248,744) (27,984) Other income (expense) (487) (14,936) (93,927) 118,604
 156,139
 Fuel 1,366
 (141,689) (284,384)
 $(697,671) $(919,095) $(291,624) $(49,744) $(449) $(15,069) $(297,994) $381,865
 $73,998
 $(11,133) $(188,630) $(337,250)

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The table below represents amounts excluded from the assessment of effectiveness for our net investment hedging instruments for which the difference between changes in fair value and periodic amortization is recorded in accumulated other comprehensive income (loss) (in thousands):
Gain (Loss) Recognized in Income (Net Investment Excluded Components) Year Ended December 31, 2018
Net inception fair value at January 1, 2018 $(11,335)
Amount of gain recognized in income on derivatives for the year ended December 31, 2018 2,976
Amount of loss remaining to be amortized in accumulated other comprehensive loss as of December 31, 2018 (1,339)
Fair value at December 31, 2018 (9,698)
The effect of non-derivative instruments qualifying and designated as net investment hedging instruments on the consolidated financial statements was as follows:follows (in thousands):
 Amount of Gain (Loss)
Recognized in OCI
(Effective Portion)
 Location of Gain
(Loss) in Income
(Ineffective Portion
and Amount
Excluded from
Effectiveness Testing)
 Amount of Gain (Loss) Recognized in Income (Ineffective Portion and
Amount Excluded from
Effectiveness Testing)
 Amount of Gain (Loss)
Recognized in Other Comprehensive Income (Loss)
 
Non-derivative instruments under ASC 815-20
Net Investment Hedging Relationships
 Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 
(In thousands) 
 
 
 
 
Foreign Currency Debt $8,955
 $25,382
 Other income (expense) $
 $
 $13,210
 $(38,971) $20,295
 
 $8,955
 $25,382
 
 $
 $
 $13,210
 $(38,971) $20,295
 
The effect of derivatives not designated as hedging instruments on the consolidated financial statements was as follows:follows (in thousands):
 Amount of Gain (Loss) Recognized
in Income on Derivative
 Amount of Gain (Loss) Recognized
in Income on Derivative
Derivatives Not Designated as Hedging
Instruments under ASC 815-20
 Location of Gain (Loss)
Recognized in Income
on Derivative
 Year Ended December 31, 2015 Year Ended December 31, 2014 Location of Gain (Loss)
Recognized in Income
on Derivative
 Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016
(In thousands)    
Foreign currency forward contracts Other income (expense) $(55,489) $(48,791) Other income (expense) $(62,423) $61,952
 $(51,029)
Fuel swaps Other income (expense) (175) (1,795) Fuel 1,161
 
 
Fuel swaps Other income (expense) 114
 (1,133) (1,000)

 
 $(55,664) $(50,586) 
 $(61,148) $60,819
 $(52,029)
Credit Related Contingent Features
Our current interest rate derivative instruments may require us to post collateral if our Standard & Poor's and Moody's credit ratings remainare below specified levels. Specifically, if on the fifth anniversary of entering intoexecuting a derivative transactioninstrument or on any succeeding fifth-year anniversary our credit ratings for our senior unsecured debt were to be rated below BBB- by Standard & Poor's and Baa3 by Moody's, then eachthe counterparty to such derivative transaction with whom we are in a net liability position that exceeds the applicable minimum call amount may periodically demand that we post collateral in an amount equal to the difference between (i) the net liability position. market value of all derivative transactions with such counterparty that have reached their fifth year anniversary, to the extent negative, and (ii) the applicable minimum call amount.
The amount of collateral required to be posted following such event will change each timeas, and to the extent, our net liability position increases or decreases by more than the applicable minimum call amount. If our credit rating for our senior unsecured debt is subsequently equal to, or above BBB- by Standard & Poor's or Baa3 by Moody's, then any collateral posted at such time will be released to us and we will no longer be required to post collateral unless we meet the collateral trigger requirement at the next fifth-year anniversary. Currently,At December 31, 2018, five of our interest rate derivative instruments had reached their fifth anniversary; however, our senior unsecured debt credit rating is BB+ with a stable outlookwas Baa2 by Moody's and BBB- by Standard & Poor's and, Ba1 with a stable outlook by Moody's. We currently have seven interest rate derivative hedges that have a term of at least five years. The aggregate fair values of all derivative instruments with such credit-related contingent features in net liability positions as of December 31, 2015 and December 31, 2014 were $67.4 million and $65.8 million, respectively, which do not include the impact of any such derivatives in net asset positions. The earliest that any of the seven interest rate derivative hedges will reach their fifth anniversary is November 2016. Therefore, as of December 31, 2015,accordingly, we were not required to post any collateral for anyas of our derivative transactions.such date.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 15.18. Commitments and Contingencies
Capital ExpendituresShip Purchase Obligations
Our future capital commitments consist primarily of new ship orders. As of December 31, 2015,2018, we had threetwo Quantum-class ships, one Oasis-class ship and two Oasis-class ships of a new generation of ships, known as our Icon-class, on order for our Royal Caribbean International brand with an aggregate capacity of approximately 23,35025,300 berths. Additionally,As of December 31, 2018, we have two "Project Edge"three Edge-class ships and a ship designed for the Galapagos Islands on order for our Celebrity Cruises brand with an aggregate capacity of approximately 5,8009,400 berths. Additionally as December 31, 2018, we have three ships on order with an aggregate capacity of approximately 1,200 berths for our Silversea Cruises brand. The following provides further information on recent developments with respect to our ship orders:orders.
During 2014, our conditional agreement with STX France to build the fourth Oasis-class ship for Royal Caribbean International became effective. We received commitments2017, we entered into credit agreements for the unsecured financing of the two Icon-class ships for up to 80% of each ship’s contract price. For each ship, the official Finnish export credit agency, Finnvera, plc, has agreed to guarantee 100% of a substantial majority of the financing to the lenders, with a smaller portion of the financing to be 95% guaranteed by Euler Hermes, the official German export credit agency. The maximum loan amount under each facility is not to exceed €1.4 billion, or approximately $1.6 billion, based on the exchange rate at December 31, 2018. Interest on approximately 75% of each loan will accrue at a fixed rate of 3.56% and 3.76% for the first and the second Icon-class ships, respectively, and the balance will accrue interest at a floating rate ranging from LIBOR plus 1.10% to 1.15% and LIBOR plus 1.15% to 1.20% for the first and the second Icon-class ships, respectively. Each loan will amortize semi-annually and will mature 12 years following delivery of each ship. The first and second Icon-class ships will each have a capacity of approximately 5,650 berths and are expected to enter service in the second quarters of 2022 and 2024, respectively.
During 2017, we entered into credit agreements for the unsecured financing of the third and fourth Edge-class ships and the fifth Oasis-class ship for up to 80% of theeach ship’s contract price through facilities to be guaranteed 100% by Bpifrance Assurance Export, the official export credit agency of France. Under these financing arrangements, we have the right, but not the obligation, to satisfy the obligations to be incurred upon delivery and acceptance of each ship under the shipbuilding contract by assuming, at delivery and acceptance, the debt indirectly incurred by the shipbuilder during the construction of each ship. The maximum loan amount under each facility is not to exceed €684.2 million in the case of the third Edge-class ship and the United States dollar equivalent of €714.6 million and €1.1 billion in the case of the fourth Edge-class ship and fifth Oasis-class ship, or approximately $817.1 million and $1.3 billion, respectively, based on the exchange rate at December 31, 2018. The loans will amortize semi-annually and will mature 12 years following delivery of each ship. Interest on the loans will accrue at a facilityfixed rate of 1.28% for the third Edge-class ship and at a fixed rate of 3.18% for both, the fourth Edge-class ship and the fifth Oasis-class ship. The third and fourth Edge-class ships, each of which will have a capacity of approximately 3,200, are expected to enter service in the fourth quarters of 2021 and 2022, respectively. The fifth Oasis-class ship will have a capacity of approximately 5,500 berths and is expected to enter service in the second quarter of 2021.
During 2016, we entered into credit agreements for the unsecured financing of our first two Edge-class ships for up to 80% of each ship’s contract price through facilities to be guaranteed 100% by COFACE, the official export credit agency of France. Celebrity Edge, the first Edge-class ship for our Celebrity Cruises brand, entered service in December 2018. For further information on the financing agreement for this ship, refer to Note 9. Debt.The second Edge-class ship will have a capacity of approximately 5,4502,900 berths and is expected to enter service in the secondfirst quarter of 2018. In January 2015, we entered into a2020. Under the financing arrangement for the US dollar financing of this ship. Through the financing arrangement,second Edge-class ship, we have the right, but not the obligation, to satisfy the obligations to be incurred upon delivery and acceptance of the vessel under the shipbuilding contract by assuming, at delivery and acceptance, the debt indirectly incurred by the shipbuilder during the construction of theeach ship. The maximum loan amount assumed under this arrangementthe facility for the second Edge-class ship delivery is not to exceed the USUnited States dollar equivalent of €931.2€627.1 million, or approximately $1.0 billion,$717.0 million, respectively, based on the exchange rate at December 31, 2015.2018. The loan if we were to elect assumption at the date of actual delivery, will amortize semi-annually and will mature 12 years following delivery of the ship. Interest on the loan will accrue at a fixed rate of 3.82% (inclusive of the applicable margin)3.23%.

InDuring 2015, we entered into credit agreements with Meyer Werft to build the fourth and fifth Quantum-class ships for Royal Caribbean International. We received commitments for the unsecured financing of the fourth and fifth Quantum-class ships for up to 80% of each of the ship’s contract price. Hermes has agreed to guarantee to the lenders payment of 95% of the financing. The ships will each have a capacity of approximately 4,150 berths and is expected to enter service in the second quarter of 2019 and the fourth quarter of 2020, respectively.

In 2015, our conditional agreements with STX France to build two ships of a new generation of Celebrity Cruises ships, known as "Project Edge" became effective. We received commitments for the unsecured financing of the ships for up to 80% of the ship’s contract price through a facility to be guaranteed 100% by COFACE. The ships will each have a capacity of approximately 2,900 berths and are expected to enter service in the second half of 2018 and the first half of 2020, respectively.

In 2014, we entered into a credit agreement for the US dollar financing of a portion of the third Oasis-class ship. The credit agreement makes available to us an unsecured term loan in an amount up to the US dollar equivalent of €178.4 million, or approximately $193.9 million, based on the exchange rate at December 31, 2015. The loan amortizes semi-annually and will mature 12 years following delivery of the ship. At our election, prior to the ship delivery, interest on the loan will accrue either (1) at a fixed rate of 2.53% (inclusive of the applicable margin) or (2) at a floating rate equal to LIBOR plus 1.20%. In connection with this credit agreement, we amended the €892.2 million credit agreement, originally entered into in 2013 to finance the ship, reducing the maximum facility amount to approximately €713.8 million. Both of the facilities are 100% guaranteed by COFACE.
As of December 31, 2015, the aggregate cost of our ships on order, not including the TUI Cruises' ships on order, was approximately $7.8 billion, of which we had deposited $546.5 million as of such date. Approximately 58.2% of the aggregate cost was exposed to fluctuations in the Euro exchange rate at December 31, 2015. (Refer to Note 14. Fair Value Measurements and Derivative Instruments).
Litigation
A class action complaint was filed in June 2011 against Royal Caribbean Cruises Ltd. in the United States District Court for the Southern District of Florida on behalf of a purported class of stateroom attendants employed onboard

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ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


of the financing. The ships will each have a capacity of approximately 4,250 berths and are expected to enter service in the second quarter of 2019 and the fourth quarter of 2020, respectively. These credit agreements make available to us unsecured term loans in an amount up to the United States dollar equivalent of €762.9 million and €777.5 million, or approximately $872.3 million and $889.0 million, respectively, based on the exchange rate at December 31, 2018. The loan will amortize semi-annually and will mature 12 years following delivery of each ship. At our election, prior to delivery of each ship, interest on the loans will accrue either (1) at a fixed rate of 3.45% (inclusive of the applicable margin) or (2) at a floating rate equal to LIBOR plus 0.95%.
In September 2018, Silversea Cruises signed a memorandum of understanding with Meyer Werft to build two ships of a new generation of ships. The ships are expected to have an aggregate capacity of approximately 1,200 berths and are expected to enter service in 2022 and 2023, respectively. The memorandum of understanding with Meyer Werft is contingent upon the completion of final documentation and financing, which are expected to be completed in the first quarter of 2019.
In February 2019, we entered into an agreement with Chantiers de l’Atlantique to build the sixth Oasis-class ship for Royal Caribbean International. The ship is expected to have an aggregate capacity of approximately 5,700 berths and is expected to enter service in the fourth quarter of 2023. The order with Chantiers de l’Atlantique is contingent upon completion of conditions precedent and financing, which is expected to be completed in 2019.
As of December 31, 2018, the aggregate cost of our ships on order, not including any ships on order by our Partner Brands and the Silversea Cruises ships that remain contingent upon final documentation and financing, was approximately $11.4 billion, of which we had deposited $651.7 million as of such date. Approximately 53.5% of the aggregate cost was exposed to fluctuations in the Euro exchange rate at December 31, 2018. Refer to Note 17. Fair Value Measurements and Derivative Instruments for further information.
Litigation
On September 24, 2018, a proposed class-action lawsuit was filed by Roger and Maureen Carretta against Royal Caribbean Cruises Ltd. d/b/a Royal Caribbean International cruise vessels.in the United States District Court for the Southern District of Florida relating to the marketing and sales of our Travel Protection Program. The plaintiffs purported to represent an alleged class of passengers who purchased the Travel Protection Program. The complaint alleged that the stateroom attendants were required to pay other crew members to help with their duties andCompany concealed that certain stateroom attendants were required to work backit received "kickbacks," in the form of house assignments withoutundisclosed commissions on the ability to earn gratuities, in each case in violationsale of the U.S. Seaman’s Wage Act. In May 2012,travel insurance portion of the district court granted our motion to dismiss theproduct from an underwriter, and allegedly improperly bundled Travel Insurance Policies with non-insurance products. The complaint on the basis that the applicable collective bargaining agreement requires any such claims to be arbitrated. The United States Court of Appeals, 11th Circuit, affirmed the district court’s dismissal and denied the plaintiffs’ petition for re-hearing and re-hearing en banc. In October 2014, the United States Supreme Court denied the plaintiffs’ request to review the order compelling arbitration. Subsequently, approximately 575 crew members submitted demands for arbitration. The demands make substantially the same allegations as in the federal court complaint and are similarly seekingsought damages wage penalties and interest in an indeterminate amount. UnlikeOn November 26, 2018, the federal court complaint,Court dismissed the demands for arbitration are being brought individually by each ofentire action with prejudice on the crew members and not on behalf of a purported class of stateroom attendants. In February 2016, we settled this matter as to all demanding crew members in exchange for our paymentgrounds that, among others, the claim was filed beyond the time limitations contained in the aggregate ofpassenger ticket contract. Plaintiffs did not appeal the decision and the time period for filing an immaterial amount. The settlement is subject to finalization of all settlement documents.

In April 2015, the Alaska Department of Environmental Conservation issued Notices of Violation to Royal Caribbean International and Celebrity Cruises seeking monetary penalties for alleged violations of the Alaska Marine Visible Emission Standards that occurred over the past five years on certain of our vessels. We believe we have meritorious defenses to the allegations and we are cooperating with the state of Alaska. We do not believe that the ultimate outcome of these claims will have a material adverse impact on our financial condition or results of operations and cash flows.appeal has lapsed.
We are routinely involved in other claims typical within the cruise vacation industry. The majority of these claims are covered by insurance. We believe the outcome of such claims, net of expected insurance recoveries, will not have a material adverse impact on our financial condition or results of operations and cash flows.
Operating Leases
In July 2002, we entered into an operating lease denominated in British pound sterling for the Brilliance of the Seas. In December 2014, we terminated the leasing of Brilliance of the Seas and, as part of the agreement, purchased the ship for a net settlement purchase price of approximately £175.4 million or $275.4 million. Refer to Note 5. Property and Equipment for further discussion on the transaction. Prior to the purchase, the lease payments varied based on sterling LIBOR and were included in Other operating expenses in our consolidated statements of comprehensive income (loss). Brilliance of the Seas lease expense amounts were approximately £11.7 million and £12.3 million, or approximately $19.3 million and $19.1 million for the years ended December 31, 2014 and 2013, respectively.
We are obligated under other noncancelable operating leases primarily for offices, warehouses and motor vehicles. As of December 31, 2015,2018, future minimum lease payments under noncancelable operating leases were as follows (in thousands):

Year 
2016$22,229
201718,774
201815,432
201912,323
202010,806
Thereafter146,951
 $226,515
Total expense for all operating leases amounted to $29.7 million, $52.0 million and $57.5 million for the years 2015, 2014 and 2013, respectively.
Other

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ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Year 
2019$67,682
202064,237
202156,142
202252,759
202352,522
Thereafter383,974
 $677,316
Total expense for all operating leases amounted to $32.2 million, $29.3 million and $29.0 million for the years ended December 31, 2018, 2017 and 2016, respectively.
In July 2016, we executed an agreement with Miami Dade County (“MDC”), which was simultaneously assigned to Sumitomo Banking Corporation (“SMBC”), to lease land from MDC and construct a new cruise terminal of approximately 170,000 square feet at PortMiami in Miami, Florida, which was completed during the fourth quarter of 2018 and serves as a homeport. During the construction period, SMBC funded the costs of the terminal’s construction and land lease. Once the terminal was substantially completed, we commenced operating and leasing the terminal from SMBC for a five-year term. We determined that the lease arrangement between SMBC and us should be accounted for as an operating lease and is included in the table above.
Some of the contracts that we enter into include indemnification provisions that obligate us to make payments to the counterparty if certain events occur. These contingencies generally relate to changes in taxes, increased lender capital costs and other similar costs. The indemnification clauses are often standard contractual terms and are entered into in the normal course of business. There are no stated or notional amounts included in the indemnification clauses and we are not able to estimate the maximum potential amount of future payments, if any, under these indemnification clauses. We have not been required to make any payments under such indemnification clauses in the past and, under current circumstances, we do not believe an indemnification in any material amount is probable.

If (i) any person other than A. Wilhelmsen AS. and Cruise Associates and their respective affiliates (the "Applicable Group") acquires ownership of more than 33%50% of our common stock and the Applicable Group owns less of our common stock than such person, or, (ii) subject to certain exceptions, during any 24-month period, a majority of the Boardour board of directors is no longer comprised of individuals who were members of the Boardour board of directors on the first day of such period, we may be obligated to prepay indebtedness outstanding under our ship financingcredit facilities, which we may be unable to replace on similar terms. Our otherpublic debt agreementssecurities also contain change of control provisions that would be triggered by thea third-party acquisition of greater than 50% of our common stock by (i) any person or (ii) in the case of our public debt securities, by a person other than a member of the Applicable Group coupled with a ratings downgrade. If this were to occur, it would have an adverse impact on our liquidity and operations.
At December 31, 2015,2018, we have future commitments to pay for our usage of certain port facilities, marine consumables, services and maintenance contracts as follows (in thousands):
Year 
2016$60,064
201760,964
201828,437
2019100,048
202028,665
Thereafter86,556
 $364,734


Note 16. Restructuring and Related Impairment Charges

For the years ended December 31, 2014 and December 31, 2013, we incurred the following restructuring and related impairment charges in connection with our profitability initiatives (in thousands):
Year 
2019$224,253
2020184,308
2021136,917
202279,401
202345,266
Thereafter149,696
 $819,841

 2014 2013
Restructuring exit costs$4,318
 $23,432
Impairment charges
 33,514
Restructuring and related impairment charges$4,318
 $56,946

The following are the profitability initiatives:

Consolidation of Global Sales, Marketing, General and Administrative Structure


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ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


One of our profitability initiatives related to restructuring and consolidation of our global sales, marketing and general and administrative structure. Activities related to this initiative include the consolidation of most of our call centers located outside of the United States and the establishment of brand dedicated sales, marketing and revenue management teams in key priority markets. This resulted in the elimination of approximately 500 shore-side positions in 2013, primarily from our international markets, resulting in the recognition of a liability for one-time termination benefits during the year ended December 31, 2013. Additionally, we incurred contract termination costs and other related costs consisting of legal and consulting fees to implement this initiative.

As a result of these actions, we incurred restructuring exit costs of $1.1 million and $18.2 million for the years ended December 31, 2014 and December 31, 2013, respectively, which are reported in Restructuring and related impairment charges in our consolidated statements of comprehensive income (loss). The costs incurred in 2014 are mainly related to discretionary bonus payments paid to persons whose positions were eliminated as part of our restructuring activities.

In connection with this initiative, we incurred approximately $7.4 million of other costs during 2014 that primarily consisted of call center transition costs and accelerated depreciation on lease hold improvements and were classified within Marketing, selling and administrative expenses and Depreciation and amortization expenses, respectively, in our consolidated statements of comprehensive income (loss). During 2014, we completed the restructuring activities related to this initiative.

Pullmantur Restructuring

Restructuring Exit Costs

In the fourth quarter of 2013, we moved forward with an initiative related to Pullmantur’s focus on its cruise business and its expansion in Latin America. Activities related to this initiative included the sale of Pullmantur's non-core businesses. This resulted in the elimination of approximately 100 Pullmantur shore-side positions and the recognition of a liability for one-time termination benefits during the fourth quarter of 2013. In the second quarter of 2014, we elected not to execute the dismissal of approximately 30 of the positions which resulted in a partial reversal of the liability. Additionally, we incurred contract termination costs and other related costs consisting of legal and consulting fees to implement this initiative.

As a result of these actions, we incurred restructuring exit costs of $3.2 million and $5.3 million for the years ended December 31, 2014 and December 31, 2013, respectively, which are reported in Restructuring and related impairment charges in our consolidated statements of comprehensive income (loss).

In connection with this initiative, we incurred approximately $8.9 million of other costs during 2014, associated with placing operating management closer to the Latin American market that was classified within Marketing, selling and administrative expenses in our consolidated statements of comprehensive income (loss). During 2014, we completed the restructuring activities related to this initiative.

Sale of Pullmantur Non-core Businesses

As part of our Pullmantur related initiatives, on March 31, 2014, Pullmantur sold the majority of its interest in its non-core businesses. These non-core businesses included Pullmantur’s land-based tour operations, travel agency and 49% interest in its air business. In connection with the sale agreement, we retained a 19% interest in each of the non-core businesses as well as 100% ownership of the aircraft which are being dry leased to Pullmantur Air. Consistent with our Pullmantur two-month lag reporting period, we reported the impact of the sale in the second quarter of 2014. Refer to Note 1. General for information on the basis on which we prepare our consolidated financial statements.

The sale resulted in a gain of $0.6 million recognized during the year ended December 31, 2014, inclusive of the release of cumulative translation adjustment losses, which is classified within Other operating expenses in our consolidated statements of comprehensive income (loss). As part of the sale, we agreed to maintain commercial and

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ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


bank guarantees on behalf of the buyer for a maximum period of twelve months and extended a term loan facility to Nautalia due June 30, 2016. We recorded the fair value of the guarantees and a loss reserve for the loan amount drawn, offsetting the gain recognized by $5.5 million. Refer to Note 13. Changes in Accumulated Other Comprehensive Income (Loss) for further information on the release of the foreign currency translation losses.

The non-core businesses met the accounting criteria to be classified as held for sale during the fourth quarter of 2013 which resulted in restructuring related impairment charges of $20.0 million in 2013 to adjust the carrying value of assets held for sale to their fair value, less cost to sell. Additionally, the fair value of Pullmantur's aircraft were determined to be less than their carrying value and a restructuring related impairment charge of $13.5 million was also recognized in earnings during the fourth quarter of 2013. These impairment charges were reported within Restructuring and related impairment charges in our consolidated statements of comprehensive income (loss). As of December 31, 2013, assets and liabilities held for sale were not material to our consolidated balance sheet and no longer exist as of December 31, 2014. The businesses did not meet the criteria for discontinued operations reporting as a result of our significant continuing involvement.


Note 17.19. Quarterly Selected Financial Data (Unaudited)
(In thousands, except per share data)(In thousands, except per share data)
First Quarter Second Quarter Third Quarter Fourth QuarterFirst Quarter Second Quarter Third Quarter Fourth Quarter
2015 2014 2015 2014 2015 2014 2015 20142018 2017 2018 2017 2018 2017 2018 2017
Total revenues(1)
$1,815,599
 $1,887,224
 $2,058,322
 $1,980,043
 $2,523,100
 $2,388,762
 $1,902,053
 $1,817,826
$2,027,756
 $2,008,560
 $2,337,605
 $2,195,274
 $2,796,187
 $2,569,544
 $2,332,301
 $2,004,467
Operating income(3)
$105,682
 $97,466
 $261,297
 $195,587
 $258,005
 $529,462
 $249,918
 $119,344
$274,146
 $279,522
 $456,895
 $419,697
 $799,733
 $737,488
 $364,027
 $307,349
Net income(2)(3)(4)
$45,230
 $26,457
 $184,967
 $137,673
 $228,787
 $490,248
 $206,799
 $109,768
Earnings per share:               
Net Income attributable to Royal Caribbean Cruises Ltd.$218,653
 $214,726
 $466,295
 $369,526
 $810,391
 $752,842
 $315,703
 $288,039
Earnings per share               
Basic$0.21
 $0.12
 $0.84
 $0.62
 $1.04
 $2.20
 $0.95
 $0.50
$1.03
 $1.00
 $2.20
 $1.72
 $3.88
 $3.51
 $1.51
 $1.35
Diluted$0.20
 $0.12
 $0.84
 $0.62
 $1.03
 $2.19
 $0.94
 $0.49
$1.02
 $0.99
 $2.19
 $1.71
 $3.86
 $3.49
 $1.50
 $1.34
Dividends declared per share$0.30
 $0.25
 $0.30
 $0.25
 $0.38
 $0.30
 $0.38
 $0.30
$0.60
 $0.480
 $0.60
 $0.480
 $0.70
 $0.60
 $0.70
 $0.60

(1)Our revenues are seasonal based on the demand for cruises. Demand is strongest for cruises during the Northern Hemisphere's summer months and holidays.
(2)
Amounts for the third quarter of 2015 include an impairment charge of $411.3 million to write down Pullmantur's goodwill, trademarks and trade names and certain long-lived assets to their fair value. Amounts for the third quarter of 2014 include a loss of $17.4 million due to the sale of Celebrity Century.

(3)
Amounts for the third and fourth quarters of 2014 include an aggregate increase to operating income and net income of $16.3 million and $36.8 million, respectively, due to the change in our voyage proration methodology as of September 30, 2014. Refer to Note 2. Summary of Significant Accounting Policies for further information.
(4)
Amount for the third quarter of 2015 includes a tax benefit of $12.0 million related to the Pullmantur impairment. Amount for the fourth quarter of 2014 includes a $33.5 million tax benefit related to the reversal of a deferred tax asset valuation allowance due to Spanish tax reform. Refer to Note 12. Income Taxes for further information.

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