10-K
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                    to                                   
Commission file number: 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 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 (See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act).
Large accelerated filer x
 
Accelerated filer o
 
Non-accelerated filer o
 (Do not check if a
smaller reporting company)
 
Smaller reporting company 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, 2015 (based upon the closing sale price of the common stock on the New York Stock Exchange on June 30, 2015) held by those persons deemed by the registrant to be non-affiliates was approximately $14.4 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, 2015 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 217,408,741 shares of common stock outstanding as of February 12, 2016.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Definitive Proxy Statement relating to its 2016 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.
 


Table of Contents

ROYAL CARIBBEAN CRUISES LTD.
TABLE OF CONTENTS
 
 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



Table of Contents

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 Club Cruises,” “CDF Croisières de France,” and “TUI Cruises” refer to our cruise brands. However, because TUI Cruises is an unconsolidated investment, our operating results and other disclosures herein do not include TUI Cruises 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 own Royal Caribbean International, Celebrity Cruises, Pullmantur, Azamara Club Cruises, CDF Croisières de France and a 50% joint venture interest in TUI Cruises. Together, these six brands operate a combined 44 ships in the cruise vacation industry with an aggregate capacity of approximately 110,900 berths as of December 31, 2015.

Our ships operate on a selection of worldwide itineraries that call on approximately 490 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.

We compete principally on the basis of exceptional service provided by our crew, 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 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 appeal to a large consumer base and are not dependent on a single market or demographic.

Royal Caribbean was founded in 1968 as a partnership. Its corporate structure 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 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; 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.

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

1

Table of Contents

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, we strategically manage our 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 Anthem of the Seas, our second Quantum-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 of the contemporary segment of the cruise vacation industry, generally characterized by cruises that are seven nights or shorter and 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 enables 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 and cruise lengths with 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 extensive and innovative product offerings, we believe Royal Caribbean International is well positioned to attract new consumers to the cruise vacation industry and to continue to bring loyal repeat guests back for their next vacation.

Celebrity Cruises

We currently operate 10 ships with an aggregate capacity of approximately 23,100 berths under our Celebrity Cruises brand, offering cruise itineraries that range from two to 18 nights. In addition, we have two ships of a new generation, known as "Project Edge," on order with an aggregate capacity of approximately 5,800 berths which are expected to enter service in the second half of 2018 and the first half of 2020, 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 cruisers by delivering a destination-rich experience onboard upscale ships that offer, among other things, luxurious accommodations, a high staff-to-guest ratio, fine dining, personalized service and extensive spa facilities.

Azamara Club Cruises

We currently operate two ships with an aggregate capacity of approximately 1,400 berths under our 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.

2

Table of Contents


Azamara Club Cruises’ strategy is to deliver distinctive destination experiences 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 is 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 in Asia, Australia, Northern and Western Europe, the Mediterranean, Central and South America, as well as North America and the less-traveled islands of the Caribbean.

Pullmantur

We currently operate three ships with an aggregate capacity of approximately 6,200 berths under our Pullmantur brand, offering 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 refer to Note 3. Goodwill to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data.

CDF Croisières de France

We currently operate two ships with an aggregate capacity of approximately 2,800 berths under our CDF Croisières de France brand. CDF Croisières de France offers seasonal itineraries to the Mediterranean, Europe and Caribbean. CDF Croisières de France is designed to serve the contemporary segment of the French cruise market by providing a brand tailored for French cruise guests.

TUI Cruises

TUI Cruises is a joint venture owned 50% by us and 50% by TUI AG, a German tourism and shipping company, and 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 two ships with an aggregate capacity of approximately 5,700 berths scheduled for delivery in the second quarter of 2018 and 2019, respectively. Additionally, we announced the pending sale of Splendour of the Seas from Royal Caribbean International 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. 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, we formed a strategic partnership with Ctrip.com International Ltd. ("Ctrip"), a Chinese travel service provider, to operate a new cruise brand known as SkySea Cruises. We and Ctrip each own 35% of 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

3

Table of Contents

and operates one ship, Golden Era, formerly known as Celebrity Century. SkySea Cruises offers a custom-tailored product for Chinese cruise guests. All onboard activities, services, shore excursions and menu offerings are designed to suit the preferences of this target market.

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 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)
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%
2015
 
3.47%
 
1.24%
 
0.08%
(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.
(2)
Our estimates include the United States and Canada.
(3)
Our estimates include European countries relevant to the industry (e.g. Nordics, Germany, France, Italy, Spain and the United Kingdom).
(4)
Our estimates include the Southeast Asia (e.g. Singapore, Thailand and the Philippines), East Asia (e.g. China and Japan), South Asia (e.g. India and Pakistan) and Oceanian (e.g. Australia and Fiji Islands) regions.

We estimate that the global cruise fleet was served by approximately 472,000 berths on approximately 288 ships at the end of 2015. There are approximately 44 ships with an estimated 139,000 berths that are expected to be placed in service in the global cruise market between 2016 and 2020, 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 23.0 million cruise guests in 2015 compared to 22.0 million cruise guests carried in 2014 and 21.3 million cruise guests carried in 2013.

4

Table of Contents


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)
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
2015
 
466,000
 
110,900
 
22,973
 
12,421
 
6,407
 
3,118
_______________________________________________________________________________
(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 estimates include the United States and Canada.
(3)
Our estimates include European countries relevant to the industry (e.g. Nordics, Germany, France, Italy, Spain and the United Kingdom).
(4)
Our estimates include the Southeast Asia (e.g. Singapore, Thailand and the Philippines), East Asia (e.g. China and Japan), South Asia (e.g. India and Pakistan) and Oceanian (e.g. Australia and Fiji Islands) regions.

North America

The majority of cruise guests are sourced from North America, which represented approximately 54% of global cruise guests in 2015. The compound annual growth rate in cruise guests sourced from this market was approximately 2% from 2011 to 2015.

Europe

Cruise guests sourced from Europe represented approximately 28% of global cruise guests in 2015. The compound annual growth rate in cruise guests sourced from this market was approximately 1% from 2011 to 2015.

Asia/Pacific

Cruise guests sourced from the Asia/Pacific region represented approximately 14% of global cruise guests in 2015. The compound annual growth rate in cruise guests sourced from this market was approximately 24% from 2011 to 2015. We expect the Asia/Pacific region to demonstrate an even higher growth rate in the near term, although it will continue to represent 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; Norwegian Cruise Line Holdings Ltd, which owns Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises. Cruise lines compete with other vacation alternatives such as land-based resort hotels and sightseeing destinations for consumers’ leisure time.

5

Table of Contents

Demand 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, Environment and Health policies

We are committed to protecting the safety, environment and health of our guests, employees and others working on our behalf. We are also committed to protecting 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 Board of Directors 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. 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. Our corporate website also provides information about our 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.

6

Table of Contents

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 our 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 that our customers value. We are focused on targeting high-value guests by better understanding consumer data and insights and creating communication strategies that best resonate with our target audiences.

We interact with 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, during and after a cruise vacation aimed at increasing our ticket prices, onboard revenues and occupancy. We have strategically invested in a number of projects onboard our ships, including the implementation of new onboard revenue initiatives that we believe drive 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 traditional media, social media, brand websites and travel agencies. 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 Cruises 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, Royal Caribbean International, Celebrity Cruises and Azamara Club Cruises, to guests outside of the United States and Canada through our offices in the United Kingdom, France, Germany, Norway, Italy, Spain, Singapore, China, Brazil, Australia 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 37 independent international representatives located throughout the world covering 114 countries. Historically, our focus has been to primarily source guests for our global 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.


7

Table of Contents

Passenger ticket revenues generated by sales originating in countries outside of the United States were approximately 45% of total passenger ticket revenues in 2015 and 47% and 48% in 2014 and 2013, respectively. International guests have grown from approximately 2.2 million in 2011 to approximately 2.5 million in 2015.

Cost efficiency, operating expenditures and adequate cash and liquidity

We continue our commitment to identify and implement cost containment initiatives. In 2015, 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 our initiatives to reduce energy consumption and, by extension, fuel costs. These include the design of more fuel-efficient ships as well as the implementation of more efficient hardware, including propulsion and cooling systems incorporating energy efficiencies.

We are focused on maintaining a strong liquidity position, reducing our debt and improving our credit metrics. In addition, we continue to pursue our long-term objective of returning our credit ratings to investment grade. 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. Several of these innovations have become signature elements of our brands, such as the “Royal Promenade” (a boulevard with shopping, dining and entertainment venues) for the Royal Caribbean International brand and enhanced design features found on our Solstice-class ships for the Celebrity Cruises brand.

Our upgrade and maintenance programs enable us to incorporate many of our latest signature innovations throughout the brand fleet and allow us to benefit from economies of scale by leveraging our suppliers. Ensuring consistency across our fleet provides us with the flexibility to redeploy our ships among our brand portfolio.

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

Our brands, excluding our 50% joint venture TUI Cruises, currently have seven new ships on order. These consist of three 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, 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.

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 placing orders for new ships earlier than historical practice as well as more aggressively seeking to sell older capacity.

Markets and itineraries


8

Table of Contents

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 has 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 490 destinations in 115 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. Additionally, 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. 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 the use of our various websites and social media platforms continue to increase along with the use of technology onboard our ships by both our guests and crew, we continually need to upgrade our systems, infrastructure and technologies to facilitate this growth. For instance, in 2015, we continued to advance our onboard technology in areas such as internet connectivity at sea, guest check-in and dining. We also introduced new mobile-friendly websites for our travel partners and direct customers and new mobile apps to enhance the guest experience onboard our ships. Additionally, cyber security is 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

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 support our sales initiatives, we have established a Consumer Outreach department which allows 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

Table of Contents

guests to directly plan, book and customize their cruise, as well as encourage guests to book their next cruise vacations 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 offer rewards to their guests through their loyalty programs, Crown & Anchor Society, Captain’s Club and Le Club Voyage, respectively, to encourage repeat business. Crown & Anchor Society has approximately 9.2 million members worldwide. Captain’s Club and Le Club Voyage have 3.1 million members combined worldwide. Members earn 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 by guests after accumulating 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, 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, our brands, including our 50% joint venture TUI Cruises, operated 44 ships with a selection of worldwide itineraries ranging from two to 24 nights that call on approximately 490 destinations.


10

Table of Contents

The following table presents summary information concerning the ships we will operate in 2016 under these six cruise brands and their geographic areas of operation based on current 2016 itineraries (subject to change).

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

11

Table of Contents

Ship
 
Year Ship
Built
 
Year Ship
Entered Service
(1)
 
Approximate
Berths
 
Primary Areas of Operation
Celebrity Xpedition
 
2001
 
2004
 
100
 
Galapagos Islands
Azamara Club Cruises
 
 
 
 
 
 
 
 
Azamara Quest
 
2000
 
2007
 
700
 
Australia/New Zealand, Southeastern Asia, Eastern Asia, Northern Europe, Eastern/Western/Southern Caribbean
Azamara Journey
 
2000
 
2007
 
700
 
Southeastern Asia, Eastern Asia, Mediterranean Eastern/Western and Southern Caribbean
Pullmantur
 
 
 
 
 
 
 
 
Monarch
 
1991
 
2013
 
2,350
 
Southern Caribbean, Northern Europe
Sovereign
 
1988
 
2008
 
2,300
 
Mediterranean, Brazil
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 5
 
2016
 
2016
 
2,500
 
Southern Caribbean
Mein Schiff 4
 
2015
 
2015
 
2,500
 
Northern Europe, Mediterranean, Southern Caribbean
Mein Schiff 3
 
2014
 
2014
 
2,500
 
Mediterranean, Southern Caribbean, Dubai
Mein Schiff 2
 
1997
 
2011
 
1,900
 
Dubai, Mediterranean
Mein Schiff 1
 
1996
 
2009
 
1,900
 
Southeastern Asia, Northern Europe, Mediterranean
Total
 
123,000
 
 
_______________________________________________________________________________
(1)
The year a ship entered service refers to the year in which the ship commenced cruise revenue operations for the brand.
(2)
In March 2015, we announced the pending sale of Splendour of the Seas 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.
(3)
Empress of the Seas (also known as Empress) will be redeployed from Pullmantur to Royal Caribbean International in February 2016. Prior to redeployment, Empress of the Seas will operate in Brazil.

12

Table of Contents


Our brands, including our 50% joint venture, TUI Cruises, have eleven ships on order. Three 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 STX France. The expected dates that our ships on order will enter service and their approximate berths are as follows:
Ship
Expected to
Enter Service
 
Approximate
Berths
Royal Caribbean International—
 
 
 
Quantum-class:
 
 
 
Ovation of the Seas
2nd Quarter 2016
 
4,150

Unnamed
2nd Quarter 2019
 
4,150

Unnamed
4th Quarter 2020
 
4,150

Oasis-class:
 
 
 
Harmony of the Seas
2nd Quarter 2016
 
5,450

Unnamed
2nd Quarter 2018
 
5,450

Celebrity Cruises — Project Edge
 
 
 
Unnamed
2nd Half 2018
 
2,900

Unnamed
1st Half 2020
 
2,900

TUI Cruises (50% joint venture)—
 
 
 
Mein Schiff 5
2nd Quarter 2016
 
2,500

Mein Schiff 6
2nd Quarter 2017
 
2,500

Unnamed 
2nd Quarter 2018
 
2,850

Unnamed
2nd Quarter 2019
 
2,850

Total Berths
 
39,850


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 (see 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,

2015
 
2014
 
2013
 
2012
 
2011
Passengers Carried
5,401,899

 
5,149,952

 
4,884,763

 
4,852,079

 
4,850,010

Passenger Cruise Days
38,523,060

 
36,710,966

 
35,561,772

 
35,197,783

 
34,818,335

Available Passenger Cruise Days (APCD)
36,646,639

 
34,773,915

 
33,974,852

 
33,705,584

 
33,235,508

Occupancy
105.1
%
 
105.6
%
 
104.7
%
 
104.4
%
 
104.8
%

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

13

Table of Contents

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 available for sale at least one year in advance and often as much as 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, as we grow our business globally, our sale arrangements with travel agents may vary. For instance, our sale arrangements in the mainland Chinese market are primarily composed of travel agent charter and group sales with full payment due close-in to sailing, and to a lesser extent, retail agency and direct sales.

We have developed and implemented enhanced revenue management tools and made improvements to our pricing capabilities. Combined, these enhancements enable us to better understand and react to the current demand and pricing environment and to implement a variety of promotions.

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, 2014 and 2013, respectively.

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, internet and other telecommunication services, gift shop items, shore excursions, photography, spa/salon and fitness services, art auctions, catalogue gifts for guests 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.

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 guests. During 2015, we continued to expand the markets in which we sell our cruise vacation protection coverage, which provides guests with coverage for trip cancellation, medical protection and baggage protection. Onboard and other revenues accounted for approximately 27%, 27% and 28% of total revenues in 2015, 2014 and 2013, respectively.

Segment Reporting

We operate five wholly-owned cruise brands, Royal Caribbean International, Celebrity Cruises, Azamara Club Cruises, Pullmantur and CDF Croisières de France. In addition, we have a 50% investment in a joint venture with TUI AG which operates the brand TUI Cruises. 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.)

14

Table of Contents


Employees

As of December 31, 2015, our brands, excluding our 50% joint venture, TUI Cruises, employed over 66,000 employees, including 60,000 shipboard employees as well as 6,000 full-time and 100 part-time employees in our shoreside operations. As of December 31, 2015, approximately 83% 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 sound insurance underwriters from the British, Scandinavian, French, United States and other reputable international insurance markets.

We maintain protection and indemnity liability insurance, which provides coverage for 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, our cruise operations. Our vessels are insured through either the United Kingdom Mutual Steam Ship Assurance Association (Bermuda) Limited, the Steamship Mutual Underwriting Association or Gard AS. Our protection and indemnity liability insurance is done on a mutual basis and we are subject to additional premium calls in amounts based on claim records of all members of the mutual protection and indemnity association. We are also subject to additional premium calls based on investment shortfalls experienced by the insurer.

We maintain war risk insurance which covers damage due to acts of war, including invasion, insurrection, terrorism, rebellion, piracy and hijacking, on each ship, through 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 protection and indemnity war risk coverage for risks that would be excluded by the rules of the indemnity insurance organizations, subject to certain limitations. Consistent with most marine war risk policies, under the terms of our war risk insurance coverage, underwriters can give seven days notice to us that the policy will be canceled and reinstated at higher premium rates.
 
Insurance coverage for shoreside property and casualty exposures, shipboard inventory, off-vessel liability, directors & officers and other risks are maintained with insurance underwriters in the United States and the United Kingdom.

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 France 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 “Pullmantur 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 and other marketing programs. We believe our largest brands' trademarks are

15

Table of Contents

widely recognized throughout the world and have considerable value.

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, 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 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 saving equipment and safe management and operation of ships to ensure guest and crew safety. The SOLAS standards are revised from time to time and the most recent modifications were phased in through 2010. Compliance with these modified standards did not have 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 maintain the required 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, we do not expect any material costs due to implementing these regulations.

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

16

Table of Contents

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’’), which includes requirements designed to minimize pollution by oil, sewage, garbage and air emissions. We have obtained the relevant international compliance certificates relating to oil, sewage and air pollution prevention for all of our ships.
The MARPOL Regulations impose global limitations on the sulfur content of fuel used by ships operating worldwide to 3.5%. The MARPOL Regulations also establish special Emission Control Areas (‘‘ECAs’’) with stringent limitations on sulfur emissions 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%. This reduction did not have a significant impact on 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 our existing fleet. We currently have in place exemptions for 19 of our ships which apply while they are 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. 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 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, we believe that the learning from our existing endeavors as well as our further efforts with regards to this technology will allow us to execute 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 be required to meet more stringent nitrogen oxide emission limits when operating within the North American and U.S. Caribbean Sea ECA. We have been in the process of evaluating a number of technological alternatives over the last several years to address these new requirements and believe that we will be able to comply with these limits without 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.


17

Table of Contents

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 require 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. While we do not expect compliance with this regulation to materially impact our costs or results of operations, the adopting legislation presents 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 Labour 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 previously in effect relating to the health, safety, repatriation, entitlements 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 and do not expect to incur material costs related to ongoing compliance with the Convention.
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 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 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 30 million to NOK 105 million during 2015.
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


18

Table of Contents

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.
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. 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. In the opinion of our United States 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). If, in the future, (1) Liberia no longer qualifies as an equivalent exemption jurisdiction, 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., 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 States income taxation on a portion of their income derived from

19

Table of Contents

or incidental to the international operation of our ships.
Because we and Celebrity Cruises Inc. conduct a trade or business in the U.S., we and Celebrity Cruises Inc. 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. 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. earn United States 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. 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 States 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.
Maltese and Spanish Income Tax

Our Pullmantur ship owner-operator subsidiaries, which include 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 tonnage of the ship or ships registered under the relevant provisions of the Merchant Shipping Act. A company qualifies as a shipping organization if it engages in qualifying activities and it obtains a license from the Registrar-General to enable it to carry on such activities. Qualifying activities include, but are not limited to, the ownership, operation (under charter or otherwise), administration and management 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.
United Kingdom Income Tax

We operate fourteen 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 Kingdom corporate income tax, operating qualifying ships, which are strategically and

20

Table of Contents

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 Kingdom corporate income tax.
Brazilian Income Tax
Pullmantur and our U.K. tonnage tax company charters certain ships to Brazilian companies for operations in Brazil from November to May. Some of these charters are with unrelated third parties and others are with a Brazilian subsidiary. The Brazilian subsidiary’s earnings are subject to Brazilian taxation which is not considered significant. The charter payments made to the U.K. tonnage tax company and to Pullmantur are 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.
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.com. The information contained on our website is not a part of any of these reports and is not incorporated by reference herein.

21

Table of Contents

Executive Officers of the Company
As of February 22, 2016, our executive officers are:
Name
Age
 
Position
Richard D. Fain
68
 
Chairman, Chief Executive Officer and Director
Adam M. Goldstein
56
 
President and Chief Operating Officer
Michael W. Bayley
57
 
President and Chief Executive Officer, Royal Caribbean International
Lisa Lutoff-Perlo
58
 
President and Chief Executive Officer, Celebrity Cruises
Lawrence Pimentel
64
 
President and Chief Executive Officer, Azamara Club Cruises
Jorge Vilches
42
 
President and Chief Executive Officer, Pullmantur
Jason T. Liberty
40
 
Chief Financial Officer
Harri U. Kulovaara
63
 
Executive Vice President, Maritime
Bradley H. Stein
60
 
Senior Vice President, General Counsel, Chief Compliance Officer
Henry L. Pujol
48
 
Senior Vice President, Chief Accounting Officer

Richard D. Fain has served as a director since 1979 and as our Chairman and Chief Executive Officer since 1988. Mr. Fain is a recognized industry leader, having participated in shipping for almost 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-Elect of the University of Miami Board of Trustees as well as 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. Goldstein has served as President and Chief Operating Officer since April 2014. Prior to this, he served as President of 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 in a variety 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.
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 since September 2012. 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

22

Table of Contents

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 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.

23

Table of Contents

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. 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. Given the global nature of our business, we are exposed to many different economies. As a result, gains from favorable economic conditions in certain of our markets may be offset by challenging conditions in other 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, 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, and other hostilities, including the continued escalation of tensions in the Middle East and recent global terrorism 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 wider range of adverse events.
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 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 costs 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 to 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 the value of our earnings in foreign currencies. In

24

Table of Contents

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, which currently are near historical lows, would adversely impact our results of operations. 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 presence in China and, accordingly, our exposure to the risks of doing business in the country. China’s economy differs from the economies of other developed countries in many respects and, as the legal system in China continues to evolve, there may be greater uncertainty as to the interpretation and enforcement of applicable laws and regulations.
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.
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 the cruise vacation industry, 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, 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 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 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

25

Table of Contents

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 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 due to these or other factors, which could have an adverse effect on our sales and profitability. Increases in the frequency, severity or duration of severe weather events, including from changes in the global climate, could exacerbate the impact and cause further disruption to our operations. 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 and by deployment decisions of ourselves and our competitors. A total of 44 new ships with approximately 139,000 berths are on order for delivery through 2020 in the cruise industry. The further growth in capacity from these new ships and future orders, without an increase in the cruise industry’s 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 amplified in emerging cruise markets, such as China, where we expect a significant increase in capacity over a relatively short time horizon. 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 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, local governmental regulations and local community concerns about port development and other adverse impacts on their communities from additional tourists. In addition, fuel costs may adversely impact the destinations on certain of our itineraries. Any limitations on the availability or feasibility of our ports of call or on the availability of shore excursion 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 planned and our results of operations.
We rely on shipyards to construct our new ships and to repair and upgrade our existing ships. There are a limited number of shipyards with the capability and capacity to build our new ships and, accordingly, increased demand for available new construction slots could impact our ability to construct new ships when and as planned, cause us to commit to new ship orders earlier than we have historically done so and/or result in stronger bargaining power on the part of the shipyards and thus higher prices for our future ship orders. 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.
In addition, financial difficulties, liquidations or closures suffered by shipyards and/or their subcontractors may 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.

26

Table of Contents

Ship construction, repair or upgrade 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 a 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 cruises 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 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 and Princess Cruises; Disney Cruise Line; MSC Cruises; Norwegian Cruise Line Holdings Ltd which owns Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises.
In the event that we do not 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 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 the cruise vacation industry…” for more information.
Although we believe we can access sufficient liquidity to fund our operations 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. 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 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 inability to satisfy the covenants required by our credit facilities could adversely impact our liquidity.
Our debt agreements contain covenants, including covenants restricting our 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

27

Table of Contents

by changes in our ownership base. More specifically, we may be required to prepay our ship 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% 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 Board is no longer comprised of individuals who were members of the Board on the first day of such period. Our other debt agreements also contain change of control provisions that would be triggered by the 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 failure to comply with the terms of our 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 contracts 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, based on expected market preferences 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.
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. In addition, the travel agent industry is sensitive to economic conditions that impact discretionary income. 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 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, Florida and we have shoreside offices throughout the world. Actual or threatened natural disasters (e.g., hurricanes, earthquakes, tornadoes, fires, 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 systems failures, computer viruses

28

Table of Contents

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 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 and retain high quality personnel in key markets. We must continue to sufficiently recruit, retain, train and motivate our employees to maintain our current business and support our projected global growth both shoreside and on our ships. Furthermore, as of December 31, 2015, 83% 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. 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.
Business activities that involve our co-investment with third parties may subject us to additional risks.
Partnerships, joint ventures, and other business structures involving our co-investment 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 investor may present additional risks of operational difficulties or reputational or legal concerns. These or other issues related to our co-investment with third parties could adversely impact our operations.
We rely on third-party providers of various services integral to the operations of our businesses. These third parties may act in ways that could harm our business.
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 failure to keep pace with developments in technology or technological obsolescence could impair our operations or competitive position.
Our business continues to demand the use of sophisticated technology and systems. These technologies and systems must be 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 so could result in higher than anticipated costs or could impair our operating results.
We may be exposed to risks and costs associated with cyber security, including protecting the integrity and security of our guests’, employees’ and business partners’ personal information.
We are 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. In the course of doing business, we collect

29

Table of Contents

large volumes of internal and customer data, including personally identifiable information for various business purposes. We are subject to federal, state and international laws relating to the collection, use, retention, security and transfer of personally identifiable information. 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 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 if we are fully compliant with legal standards and contractual requirements, we still may not be able to prevent security breaches involving sensitive data. Any breach, theft, loss, or fraudulent use of guest, employee 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, the techniques and sophistication used to conduct cyber-attacks and breaches of information technology systems, as well as the sources and targets of these attacks, change frequently and are often not recognized until such attacks are launched or have been in place for a period of time. Our security measures cannot provide assurance that we will be successful in preventing such breaches.
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 new 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. 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, 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. Drinker Biddle & Reath LLP, our United States 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 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

Table of Contents

Our ability to rely on Section 883 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 they no longer qualify as equivalent exemption jurisdictions, 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 tonnage tax regimes of the U.K. and Malta. Further, some of the operations of these companies are conducted in jurisdictions where we rely on tax treaties to provide exemption from taxation. To the extent the 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 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 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 Board of Directors.

31

Table of Contents

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 section 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 US 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-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 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 Royal Caribbean International cruise vessels. The complaint alleged that the stateroom attendants were required to pay other crew members to help with their duties and that certain stateroom attendants were required to work back of house assignments without the ability to earn gratuities, in each case, in violation of the U.S. Seaman’s Wage Act. In May 2012, the district court granted our motion to dismiss 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 seeking damages, wage penalties and interest in an indeterminate amount. Unlike the federal court complaint, the demands for arbitration are being brought individually by each of 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 payment in the aggregate of 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.

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.

32

Table of Contents

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.
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, 2016 there were 907 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 Board of Directors 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

Table of Contents

The declaration of dividends shall at all times be subject to the final determination of our Board of Directors 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:
Period
Total 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
Total
2,103,288
 

 
2,103.288
 


(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. Shareholders' Equity to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data.
(2) Final settlement of the ASR transaction occurred on November 30, 2015, resulting in 2.1 million shares of common stock repurchased at an average price of $95.09 per share.
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 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, 2010 to December 31, 2015.

34

Table of Contents

 
12/10
 
12/11
 
12/12
 
12/13
 
12/14
 
12/15
Royal Caribbean Cruises Ltd
100.00
 
53.14
 
74.05
 
105.23
 
186.20
 
232.27
S&P 500
100.00
 
102.11
 
118.45
 
156.82
 
178.29
 
180.75
Dow Jones US Travel & Leisure
100.00
 
106.69
 
120.91
 
175.90
 
204.69
 
216.76
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, 2010 and that all dividends were reinvested. Past performance is not necessarily an indicator of future results.

35

Table of Contents

Item 6.    Selected Financial Data
The selected consolidated financial data presented below for the years 2011 through 2015 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,
 
2015
 
2014
 
2013
 
2012
 
2011
 
(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

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

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

Weighted-average shares
219,537

 
221,658

 
219,638

 
217,930

 
216,983

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

Weighted-average shares and potentially dilutive shares
220,689

 
223,044

 
220,941

 
219,457

 
219,229

Dividends declared per common share
$
1.35

 
$
1.10

 
$
0.74

 
$
0.44

 
$
0.20

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

Common stock
$
2,339

 
$
2,331

 
$
2,308

 
$
2,291

 
$
2,276

Total shareholders' equity
$
8,063,039

 
$
8,284,359

 
$
8,808,265

 
$
8,308,749

 
$
8,407,823

_______________________________________________________________________________
(1)
For 2015, 2014 and 2013, refer to Financial Presentation and Results of Operations under Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations for definition of Adjusted Net Income and reconciliation of Adjusted Net Income to Net income.
(2)
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 charge includes a $33.7 million charge to record a 100% valuation allowance related to our deferred tax assets for Pullmantur and a $5.2 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 million loss related to the estimated impact of Pullmantur's non-core businesses that were sold in 2014.

36

Table of Contents

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, our earnings and yield estimates for 2016 set forth under the heading "Outlook" below and expectations regarding the timing and results of our Double-Double Program), 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," 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, 2015 compared to the same period in 2014 and the year ended December 31, 2014 compared to the same period in 2013;
a discussion of our business outlook, including our expectations for selected financial items for the first quarter and full year of 2016; 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

Table of Contents

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 2015 would have increased by approximately $66.7 million. If our ships were estimated to have no residual value, depreciation expense for 2015 would have increased by approximately $188.8 million.
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

Table of Contents

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 used 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 2016 projected operating results 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 2016 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 intangible assets, which consist of trademarks and trade names related to Pullmantur, using a discounted cash flow model and the relief-from-royalty method. The royalty rate used is based on comparable royalty agreements in the tourism and hospitality industry. The discount rate used is comparable to the rate used in valuing the Pullmantur reporting unit in our goodwill impairment test. 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.
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 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

Table of Contents

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, 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. As of December 31, 2015, the carrying amount of goodwill attributable to our Royal Caribbean International reporting unit was $286.8 million.
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

Table of Contents

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. 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.
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-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

Table of Contents

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 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 and storage costs, including 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.

42

Table of Contents

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, which we believe 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 represents Adjusted Net Income 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 represents net income 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 the impairment of the Pullmantur related assets, restructuring and related impairment charges, other costs related to our profitability initiatives, the estimated impact of the divested Pullmantur non-core businesses for periods prior to the sales transaction, the loss recognized on the sale of Celebrity Century, the impact of the change in our voyage proration methodology and the reversal of a deferred tax asset valuation allowance due to Spanish tax reform. The estimated impact of the divested Pullmantur non-core businesses was arrived at by adjusting 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) subsequent to the sales transaction. For the full year 2014, the impact of the voyage proration change represents net income that would have been recognized in 2013 had we recognized revenues and cruise operating expenses on a pro-rata basis for all voyages.
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. 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.
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 Operations. We have not provided a quantitative reconciliation of projected Gross Cruise Costs to projected Net Cruise Costs and projected Net Cruise Costs Excluding Fuel due 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 the sale of the Pullmantur non-core businesses, Net Cruise Costs excludes the estimated impact of these divested businesses. Net Cruise Costs also excludes initiative costs reported within Cruise operating expenses and Marketing, selling and administrative expenses, as well as the loss recognized on the sale of Celebrity Century included within Other operating expenses.
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 is the most relevant measure of our pricing performance because it reflects 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

Table of Contents

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 prior to the sale of the Pullmantur non-core businesses, Net Yields excludes the estimated impact of these divested businesses.
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 is just one of many elements impacting our revenues and expenses, it 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' currency exchange rates had remained constant with the comparable prior periods' 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.



44

Table of Contents


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 2015 net income was $665.8 million, or $3.02 per diluted share, compared to $764.1 million, or $3.43 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. Adjusted Net Income for 2015 was $1.1 billion, or $4.83 per diluted share, compared to $755.7 million, or $3.39 per diluted share, in 2014. The year 2015 was another record year for our Company as adjusted 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.

The Company grew 2015 Net Yields by 3.5% on a Constant-Currency basis mainly due to the increase in passenger ticket revenues. The delivery of Quantum of the Seas in late 2014 and her move to China in June 2015 generated record 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 setting onboard revenue yields in the summer of 2015. As we head into 2016, we continue to focus on our beverage packages, specialty restaurants, internet packages and shore excursions to strengthen our onboard yields.

We remain dedicated to finding efficiencies, identifying synergies and improving costs, while at the same time, focusing on strategic spending by investing in areas that will boost revenue. In 2015, our Net Cruise Costs Excluding Fuel declined 0.6% for the year 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.

The Company remains focused on improving returns for our shareholders. In September 2015, we announced a 25% dividend increase, followed by our announcement in October 2015 of a $500 million stock repurchase program, including a $200 million accelerated stock repurchase that was completed in November 2015.

For the year 2016, we expect our Caribbean capacity will be up slightly due in part to the introduction of a year-round Quantum-class ship in the Northeast which will augment 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 intend to make a few hardware changes including the debut of Harmony of the Seas in the second quarter of 2016. The Asia Pacific region

45

Table of Contents

is expected to have a 33% increase in capacity year-over-year primarily due to the debut of Ovation of the Seas expected in April 2016. We intend to have nine ships in the region in 2016 compared to eight ships in 2015.

Additionally, we ordered our fourth and fifth Royal Caribbean International Quantum-class ships for delivery in 2019 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, we have engaged in three transactions that are expected to improve our return on invested capital - the sale of Celebrity Century 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

Table of Contents

Results of Operations
In addition to the items discussed above under "Executive Overview," significant items for 2015 include:
The effect of changes in foreign currency exchange rates related to our passenger ticket and onboard and other revenue transactions and cruise operating expenses denominated in currencies other than the US dollar resulted in a decrease to total revenues of $384.4 million for the year ended December 31, 2015 compared to the same period in 2014 and a decrease to cruise operating expenses of $157.6 million for the year ended December 31, 2015 compared to the same period in 2014;
Total revenues and total expenses decreased $38.1 million and $40.4 million, respectively, 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. 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.

Other Items
In March 2015, we announced the pending sale of Splendour of the Seas to 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 the future revenues to be generated for sailings through that date. After the sale, TUI Cruises will lease the ship to Thomson Cruises, a subsidiary of TUI AG, which will operate the ship. Refer to Note 6. Other Assets to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information.
In April 2015, we took delivery of Anthem of the Seas. To finance the purchase, we borrowed $742.1 million under a previously committed 12-year unsecured term loan, which is 95% guaranteed by Hermes. Refer to Note 7. 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

Table of Contents

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.
We reported total revenues, operating income, net income, 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 income
665,783

 
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:
 
 
 
 
 
Basic
219,537

 
221,658

 
219,638

Diluted
220,689

 
223,044

 
220,941


(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

Table of Contents

The following table presents operating results as a percentage of total revenues for the last three years:
 
Year Ended December 31,
 
2015
 
2014
 
2013
Passenger ticket revenues
73.0
 %
 
73.0
 %
 
71.9
 %
Onboard and other revenues
27.0
 %
 
27.0
 %
 
28.1
 %
Total revenues
100.0
 %
 
100.0
 %
 
100.0
 %
Cruise operating expenses:
 
 
 
 
 
Commissions, transportation and other
16.9
 %
 
17.0
 %
 
16.5
 %
Onboard and other
6.7
 %
 
7.2
 %
 
7.1
 %
Payroll and related
10.4
 %
 
10.5
 %
 
10.6
 %
Food
5.8
 %
 
5.9
 %
 
5.9
 %
Fuel
9.6
 %
 
11.7
 %
 
11.6
 %
Other operating
12.1
 %
 
13.3
 %
 
14.9
 %
Total cruise operating expenses
61.4
 %
 
65.7
 %
 
66.7
 %
Marketing, selling and administrative expenses
13.1
 %
 
13.0
 %
 
13.1
 %
Depreciation and amortization expenses
10.0
 %
 
9.6
 %
 
9.5
 %
Impairment of Pullmantur related assets
5.0
 %
 
 %
 
 %
Restructuring and related impairment charges
 %
 
0.1
 %
 
0.7
 %
Operating income
10.5
 %
 
11.7
 %
 
10.0
 %
Other expense
(2.5
)%
 
(2.2
)%
 
(4.1
)%
Net income
8.0
 %
 
9.5
 %
 
6.0
 %

Selected statistical information is shown in the following table:
 
Year Ended December 31,
 
2015
 
2014
 
2013
Passengers Carried
5,401,899

 
5,149,952

 
4,884,763

Passenger Cruise Days
38,523,060

 
36,710,966

 
35,561,772

APCD
36,646,639

 
34,773,915

 
33,974,852

Occupancy
105.1
%
 
105.6
%
 
104.7
%












49

Table of Contents

Gross Yields and Net Yields were calculated as follows (in thousands, except APCD and Yields):
 
Year Ended December 31,
 
2015
 
2015
On a
Constant
Currency
basis
 
2014
 
2013
Passenger ticket revenues
$
6,058,821

 
$
6,392,389

 
$
5,893,847

 
$
5,722,718

Onboard and other revenues
2,240,253

 
2,291,067

 
2,180,008

 
2,237,176

Total revenues
8,299,074

 
8,683,456

 
8,073,855

 
7,959,894

Less:
 
 
 
 
 
 
 
Commissions, transportation and other
1,400,778

 
1,471,291

 
1,372,785

 
1,314,595

Onboard and other
553,104

 
576,544

 
582,750

 
568,615

Net revenues including divested businesses
6,345,192

 
6,635,621

 
6,118,320

 
6,076,684

Less:
 
 
 
 
 
 
 
Net revenues related to divested businesses prior to sales transaction

 

 
35,656

 
218,350

Net Revenues
$
6,345,192

 
$
6,635,621

 
$
6,082,664

 
$
5,858,334

 
 
 
 
 
 
 
 
APCD
36,646,639

 
36,646,639

 
34,773,915

 
33,974,852

Gross Yields
$
226.46

 
$
236.95

 
$
232.18

 
$
234.29

Net Yields
$
173.15

 
$
181.07

 
$
174.92

 
$
172.43



50

Table of Contents

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,
 
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 expenses
1,086,504

 
1,122,977

 
1,048,952

 
1,044,819

Gross Cruise Costs
6,185,897

 
6,379,995

 
6,355,233

 
6,350,089

Less:
 
 
 
 
 
 
 
Commissions, transportation and other
1,400,778

 
1,471,291

 
1,372,785

 
1,314,595

Onboard and other
553,104

 
576,544

 
582,750

 
568,615

Net Cruise Costs including divested businesses
4,232,015

 
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 Costs
4,232,015

 
4,332,160

 
4,315,471

 
4,242,015

Less:
 
 
 
 
 
 
 
Fuel
795,801

 
803,289

 
947,391

 
924,414

Net Cruise Costs Excluding Fuel
$
3,436,214

 
$
3,528,871

 
$
3,368,080

 
$
3,317,601

 
 
 
 
 
 
 
 
APCD
36,646,639

 
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














51

Table of Contents

Outlook
On February 2, 2016, we announced the following initial full year and first quarter 2016 guidance based on fuel pricing, interest rates and currency exchange rates at that time:
Full Year 2016
 
As Reported
 
Constant Currency
Net Yields
Flat to up 2.0%
 
2.0% to 4.0%
Net Cruise Costs per APCD
(2.5%) to (3.0%)
 
(2.0%) to (2.5%)
Net Cruise Costs per APCD, excluding Fuel
0.5% or less
 
1% or less
Capacity Increase
6.3%
 
 
Depreciation and Amortization
$898 to $908 million
 
 
Interest Expense, net
$282 to $292 million
 
 
Fuel Consumption (metric tons)
1,409,000
 
 
Fuel Expenses
$716 million
 
 
Percent Hedged (fwd consumption)
66%
 
 
Impact of 10% change in fuel prices
$12 million
 
 
Adjusted Earnings per Share — Diluted
$5.90 to $6.10
 
 
First quarter 2016

As Reported

Constant Currency
Net Yields
Approx. 0.5%
 
Approx. 4.0%
Net Cruise Costs per APCD
0.5% or less
 
1.0% to 1.5%
Net Cruise Costs per APCD, excluding Fuel
3.5% to 4.0%
 
4.5% to 5.0%
Capacity Increase
5.0%
 
 
Depreciation and Amortization
$205 to $215 million
 
 
Interest Expense, net
$58 to $68 million
 
 
Fuel Consumption (metric tons)
341,000
 
 
Fuel Expenses
$185 million
 
 
Percent Hedged (fwd consumption)
70%
 
 
Impact of 10% change in fuel prices
$2.8 million
 
 
Adjusted Earnings per Share Diluted
Approx. $0.30
 
 

Since our earnings release on February 2, 2016, bookings have remained encouraging and consistent with our previous expectations. Accordingly, our forecast has remained essentially unchanged.

Volatility in foreign currency exchange rates affects the US dollar value of our earnings. Based on our highest net exposure for each quarter and the full year 2016, 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. Rankings are based on estimated net exposures.

Ranking
 
Q1
 
Q2
 
Q3
 
Q4
 
FY 2016
1
 
 AUD
 
GBP
 
CNY
 
AUD
 
 GBP
2
 
 CAD
 
CNY
 
GBP
 
GBP
 
 CNY
3
 
 GBP
 
AUD
 
EUR
 
CNY
 
 AUD
4
 
 BRL
 
CAD
 
CAD
 
CAD
 
 CAD
5
 
 CNY
 
MXN
 
HKD
 
SGD
 
 EUR

52

Table of Contents


The currency abbreviations above are defined as follows:
Currency Abbreviation
 
Currency
AUD
 
Australian Dollar
BRL
 
Brazilian Real
CAD
 
Canadian Dollar
CNY
 
Chinese Yuan
EUR
 
Euro
GBP
 
British Pound
HKD
 
Hong Kong Dollar
MXN
 
Mexican Peso
SGD
 
Singapore Dollar

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014

In this section, references to 2015 refer to the year ended December 31, 2015 and references to 2014 refer to the year ended December 31, 2014.

Revenues

Total revenues for 2015 increased $225.2 million, or 2.8%, to $8.3 billion from $8.1 billion in 2014.

Passenger ticket revenues comprised 73.0% of our 2015 total revenues. Passenger ticket revenues increased by $165.0 million, or 2.8%, to $6.1 billion in 2015 from $5.9 billion in 2014. The increase was primarily due to:

a 5.4% increase in capacity, which increased Passenger ticket revenues by $317.4 million, net of the unfavorable impact of the change in our voyage proration. The increase in capacity was primarily due to the addition of Anthem of the Seas and Quantum of the Seas which entered service in April 2015 and October 2014, respectively; and

an increase of $181.1 million in ticket prices driven by higher pricing on Anthem of the Seas and Quantum of the Seas as well as higher pricing on Europe, Alaska and Caribbean sailings.

The increase in passenger ticket revenues was partially offset by the unfavorable effect of changes in foreign currency exchange rates related to our revenue transactions denominated in currencies other than the US dollar of approximately $333.6 million.

The remaining 27.0% of 2015 total revenues was comprised of Onboard and other revenues, which increased $60.2 million, or 2.8%. 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 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 addition and promotion of specialty restaurants, the increased revenue associated with internet 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

Table of Contents


a $38.1 million decrease in revenues related to Pullmantur's non-core businesses that were sold in 2014.

Onboard and other revenues included concession revenues of $327.1 million in 2015 and $324.3 million in 2014.

Cruise Operating Expenses

Total cruise operating expenses for 2015 decreased $206.9 million, or 3.9%, to $5.1 billion in 2015 from $5.3 billion in 2014. The decrease was primarily due to:

a $195.1 million decrease in fuel expense, excluding the impact 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;

an approximate $157.6 million favorable 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 purchase 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.

Marketing, Selling and Administrative Expenses

Marketing, selling and administrative expenses for 2015 increased $37.6 million, or 3.6%. The increase was primarily due to an increase in advertising spending mainly relating to our initiatives in the North American, Australian and Asian markets, an increase in payroll and benefits primarily due to an increase in our stock price over the past year related to our performance share awards and 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.

Depreciation and Amortization Expenses

Depreciation and amortization expenses for 2015 increased $54.6 million, or 7.1%, to $827.0 million from $772.4 million in 2014. The increase was primarily due to the addition of Quantum of the Seas and Anthem of the Seas into our fleet, new shipboard additions associated with our ship upgrade projects and the acquisition of the Brilliance of the Seas, which was previously under lease, partially offset by the sale of Celebrity Century 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 Note 3. Goodwill and Note 4. Intangible Assets to our consolidated financial statements for further information on the impairment of these assets.


54

Table of Contents

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 million, or 7.5%, to $277.7 million in 2015 from $258.3 million in 2014. The increase was primarily due to a higher average debt level attributable to the financing of Quantum of the Seas and Anthem of the Seas, partially offset by lower pricing on debt refinanced in 2015 and 2014.

Other income in 2015 was $56.6 million compared to $70.2 million in 2014. The decrease in income of $13.7 million was primarily due to a $33.5 million tax benefit related to the reversal of a deferred tax asset valuation allowance resulting from Spanish tax reform in 2014, which did not recur 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 other income was partially offset by income of $81.0 million from our equity method investments in 2015 compared 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.

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. Net Yields increased 3.5% in 2015 compared to 2014 on a Constant Currency basis primarily due to the increase in passenger ticket and onboard and other revenues discussed above.

Net Cruise Costs

Net Cruise Costs decreased 1.9% in 2015 compared to 2014 primarily due to the decrease in fuel 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. Net Cruise Costs per APCD decreased 6.9% in 2015 compared to 2014. Net Cruise Costs per APCD on a Constant Currency basis decreased 4.7% in 2015 compared to 2014.

Net Cruise Costs Excluding Fuel

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

Other Comprehensive Loss

Other comprehensive loss decreased by $471.2 million in 2015 compared to 2014 due to a $463.3 million decrease in losses mostly on cash flow derivative hedges resulting from the settlement of fuel cash flow hedges in a loss position during 2015.

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

In this section, references to 2014 refer to the year ended December 31, 2014 and references to 2013 refer to the year ended December 31, 2013.

Revenues

Total revenues for 2014 increased $114.0 million, or 1.4%, to $8.1 billion from $8.0 billion in 2013.


55

Table of Contents

Passenger ticket revenues comprised 73.0% of our 2014 total revenues. Passenger ticket revenues increased by $171.1 million, or 3.0%, to $5.9 billion in 2014 from $5.7 billion in 2013. The increase was primarily due to:

a 2.4% increase in capacity, which increased Passenger ticket revenues by $134.6 million. The increase in capacity was primarily due to the addition of Quantum of the Seas which entered service in October 2014 and the transfer of Monarch 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; and

an increase in ticket prices driven by greater demand for close-in European and Asian sailings, which 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.

The increase in passenger ticket revenues was partially offset by the unfavorable 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 million.

The remaining 27.0% of 2014 total revenues was comprised of onboard and other revenues, which decreased $57.2 million, or 2.6%. The decrease in onboard 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:

a $45.5 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 initiatives, the addition and promotion of specialty restaurants, the increased revenue associated with internet and other telecommunication services 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 million increase in other revenue of which the largest driver is attributable to an out-of-period adjustment of approximately $13.9 million that was recorded in 2013 to correct the calculation of our liability for our credit card rewards program.

Onboard and other revenues included concession revenues of $324.3 million in 2014 and $316.3 million in 2013.

Cruise Operating Expenses

Total cruise operating expenses for 2014 increased $1.0 million. The increase was primarily due to:

a $119.4 million increase attributable to the 2.4% increase 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;

the loss recognized on the sale of Celebrity Century of $17.4 million; and

a $12.5 million increase primarily attributable to vessel maintenance due to the timing of scheduled drydocks.

The increase was offset by:

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

a $16.3 million decrease in commissions expense attributable to shifts in our distribution channels; and


56

Table of Contents

a $15.0 million decrease in shore excursion expense attributable to itinerary changes and lower costs incurred.

Marketing, Selling and Administrative Expenses

Marketing, selling and administrative expenses for 2014 increased $4.1 million, or 0.4%. The increase was primarily due to an increase in other costs associated with our restructuring activities. Refer to Note 16. Restructuring and Related Impairment Charges to our consolidated financial statements for further information on our restructuring activities.

Depreciation and Amortization Expenses

Depreciation and amortization expenses for 2014 increased $17.7 million or 2.3% to $772.4 million from $754.7 million in 2013. The increase was primarily driven by new shipboard additions associated with our ship upgrade programs, the addition of our new reservations pricing engine in December of 2013 and the addition of Quantum of the Seas which entered service in October 2014.

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 ass