ROYAL CARIBBEAN CRUISES LTD
10-Ks and 10-Qs
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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(Mark One)
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
December 31, 2015
or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
Commission file number: 1-11884
ROYAL CARIBBEAN CRUISES LTD.
(Exact name of registrant as specified in its charter)
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Republic of Liberia
(State or other jurisdiction of
incorporation or organization)
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98-0081645
(I.R.S. Employer Identification No.)
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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:
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $.01 per share
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New York Stock Exchange
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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).
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a
smaller reporting company)
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Smaller reporting company
o
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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.
ROYAL CARIBBEAN CRUISES LTD.
TABLE OF CONTENTS
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Page
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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.
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
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
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
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:
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Year
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North America
(1)(2)
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Europe
(1)(3)
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Asia/Pacific
(1)(4)
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2011
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3.30%
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1.20%
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0.03%
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2012
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3.33%
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1.21%
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0.04%
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2013
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3.32%
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1.24%
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0.05%
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2014
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3.46%
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1.23%
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0.06%
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|||
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2015
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3.47%
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1.24%
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0.08%
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(1)
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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.
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(2)
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Our estimates include the United States and Canada.
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(3)
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Our estimates include European countries relevant to the industry (e.g. Nordics, Germany, France, Italy, Spain and the United Kingdom).
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(4)
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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.
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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
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):
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Year
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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)
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||||||
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2011
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412,000
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92,650
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20,522
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11,435
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6,178
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1,307
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||||||
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2012
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425,000
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98,650
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20,813
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11,641
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6,225
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1,474
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||||||
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2013
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432,000
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98,750
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21,343
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11,710
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6,430
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2,045
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||||||
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2014
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448,000
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105,750
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22,039
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12,269
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6,387
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2,382
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||||||
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2015
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466,000
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110,900
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22,973
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12,421
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6,407
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3,118
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||||||
_______________________________________________________________________________
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(1)
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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.
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(2)
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Our estimates include the United States and Canada.
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(3)
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Our estimates include European countries relevant to the industry (e.g. Nordics, Germany, France, Italy, Spain and the United Kingdom).
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(4)
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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.
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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
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:
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•
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protect the health, safety and security of our guests and employees and protect the environment in which our vessels and organization operate,
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•
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strengthen and support our human capital in order to better serve our global guest base and grow our business,
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•
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further strengthen our consumer engagement in order to enhance our revenues,
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•
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increase the awareness and market penetration of our brands globally,
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•
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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,
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•
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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,
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•
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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,
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•
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further enhance our technological capabilities to service customer preferences and expectations in an innovative manner, while supporting our strategic focus on profitability, and
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•
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maintain strong relationships with travel agencies, which continue to be the principal industry distribution channel, while enhancing our consumer outreach programs.
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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
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
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
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
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
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
|
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
None.
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.
A
c
lass 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.
None.
32
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
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
|
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
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
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
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
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
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
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
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
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
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
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
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
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
|
•
|
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
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
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
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
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
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
|
•
|
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
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
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
|
•
|
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 assets, consisting of three aircraft that were then owned and operated by Pullmantur Air, to their fair value which did not recur in 2014. Refer to Note 16.
Restructuring and Related Impairment Charges
to our consolidated financial statements for further information on our restructuring activities
.
Other Income (Expense)
Interest expense, net of interest capitalized
, decreased $74.1 million, or 22.3%, to $258.3 million in 2014 from $332.4 million in 2013. The decrease was due to lower interest rates and, to a lesser extent, a lower average debt level.
Other income
in 2014 was $70.2 million compared to
Other expense
of $1.7 million in 2013. The increase in income of $72.0 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, ineffectiveness gains of $11.5 million from our interest rate swap agreements compared to ineffectiveness losses of $7.3 million in 2013 and to income of $51.6 million from our equity method investments in 2014 compared to income of $32.0 million in 2013.
Extinguishment of unsecured senior notes
decreased $4.2 million in 2014 compared to the same period in 2013 as we did not repurchase any unsecured notes in 2014.
Net Yields
Net Yields increased 1.4% in 2014 compared to 2013 primarily due to the increase in
passenger ticket revenues
noted above. Net Yields increased 2.4% in 2014 compared to 2013 on a Constant Currency basis.
Net Cruise Costs
Net Cruise Costs increased 1.7% in 2014 compared to 2013 primarily due to the increase in capacity noted above. Net Cruise Costs per APCD and Net Cruise Costs per APCD on a Constant Currency basis remained consistent compared to 2013.
Net Cruise Costs Excluding Fuel
Net Cruise Costs Excluding Fuel per APCD decreased 0.8% in 2014 compared to 2013. Net Cruise Costs Excluding Fuel per APCD on a Constant Currency basis for 2014 remained consistent compared to 2013.
Other Comprehensive (Loss) Income
57
Other comprehensive loss
in 2014 was
$902.7 million
compared to
Other comprehensive income
of
$140.2 million
in 2013 of which the largest driver was the loss recognized in our cash flow derivative hedges in 2014.
Loss on cash flow derivative hedges
in 2014 was
$869.4 million
compared to a
Gain on cash flow derivative hedges
of
$127.8 million
in 2013. The change of
$997.2 million
was primarily due to a decrease in fuel and Euro forward rates during 2014 compared to 2013.
Future Application of Accounting Standards
Refer to Note 2.
Summary of Significant Accounting Policies
to our consolidated financial statements under Item 8.
Financial Statements and Supplementary Data
for further information on
Recent Accounting Pronouncements
.
Liquidity and Capital Resources
Sources and Uses of Cash
Cash flow generated from operations provides us with a significant source of liquidity.
Net cash provided by operating activities
increased
$202.6 million
to
$1.9 billion
for
2015
compared to
$1.7 billion
for
2014
. The increase in cash provided by operating activities was primarily attributable to a $129.4 million increase in cash receipts from customer deposits, a $66.3 million increase in cash receipts from onboard spending and a decrease in fuel costs and interest paid in
2015
compared to the same period in 2014.
Net cash provided by operating activities
increased $331.7 million to $1.7 billion for 2014 compared to $1.4 billion for 2013. The increase was primarily due to a decrease in interest paid in 2014 compared to 2013 and the timing of proceeds from accounts receivable and payments to vendors in 2014.
Net cash used in investing activities
decreased
$27.4 million
in 2015 compared to 2014. During 2015, our use of cash was primarily related to capital expenditures of $1.6 billion, down from $1.8 billion in 2014. The decrease in capital expenditures during 2015 was primarily attributable to the purchase of
Brilliance of the Seas
in 2014. The decrease in cash used in investing activities was also due to a decrease in investments in and loans to unconsolidated affiliates of $132.4 million in
2015
compared to
2014
and an increase in cash received on loans to unconsolidated affiliates of
$48.1 million
in 2015 compared to 2014. The decrease was partially offset by $220.0 million of proceeds received from the sale of
Celebrity Century
in 2014 that did not recur in
2015
. Additionally, there was an increase in cash paid on the settlement of derivative financial instruments of
$110.5 million
.
Net cash used in investing activities
was $1.8 billion for 2014 compared to $824.5 million for 2013. The increase was primarily attributable to an increase in capital expenditures of $1.0 billion in 2014 compared to 2013 primarily due to the delivery of
Quantum of the Seas
and the purchase of
Brilliance of the Seas
in 2014. Additionally, there was an increase in investments in and loans to unconsolidated affiliates of $118.0 million and an increase in cash paid on the settlement of derivative financial instruments of $50.8 million. These cash outlays were partially offset by cash received of $220.0 million in 2014 for the sale of
Celebrity Century
which did not occur in 2013 and a $52.8 million increase in cash received from repayments of a loan to an unconsolidated affiliate in 2014 compared to 2013.
Net cash used in financing activities
was
$253.5 million
for
2015
compared to
Net cash provided by financing activities of
$17.5 million
in
2014
. This change was primarily due to an increase of $394.3 million in repayment of debt, an increase of dividends paid of
$81.3 million
and a decrease in the proceeds from the exercise of common stock options of
$59.6 million
. The increase in cash used in financing activities is partially offset by a
$245.5 million
increase in debt proceeds and a $36.1 million decrease in the repurchase of treasury stock. The increase in repayment of debt was due to higher payments of $1.1 billion on our revolving credit facilities and a payment at maturity of $279.0 million on our 11.875% unsecured senior notes during 2015 compared to the payment at maturity of our €745.0 million 5.625% unsecured senior notes during 2014. The increase in debt proceeds was primarily due to the
$742.1 million
unsecured term loan borrowed to finance the purchase of
Anthem of the Seas
and higher drawings of $706.0 million on our revolving credit facilities in 2015 compared to proceeds received on an unsecured term loan of $791.1 million due to
58
the delivery of
Quantum of the Seas
and proceeds received on our $380.0 million unsecured term loan facility during 2014.
Net cash provided by financing activities
was $17.5 million for 2014 compared to
net cash used in financing activities
of $576.6 million for 2013. This change was primarily due to a $1.7 billion increase in debt proceeds and a $40.8 million increase in the proceeds from the exercise of common stock options, partially offset by the repurchase of treasury stock of $236.1 million, an increase of $867.7 million in repayments of debt and an increase of dividends paid of $55.3 million. The increase in repayments of debt and proceeds from the issuance of debt was primarily due to proceeds received from an unsecured term loan of $791.1 million due to the delivery of
Quantum of the Seas
in 2014, a higher level of bond maturities and higher drawings and repayments on our revolving credit facilities.
Future Capital Commitments
Our future capital commitments consist primarily of new ship orders. As of
December 31, 2015
, we have three Quantum-class ships and two Oasis-class ships on order for our Royal Caribbean International brand with an aggregate capacity of approximately 23,350 berths. Additionally, we have two "Project Edge" ships on order for our Celebrity Cruises brand with an aggregate capacity of approximately 5,800 berths.
As of
December 31, 2015
, the aggregate cost of our ships on order, not including the TUI Cruises' ships on order, was approximately
$7.8 billion
, of which we had deposited
$546.5 million
as of such date. Approximately
58.2%
of the aggregate cost was exposed to fluctuations in the Euro exchange rate at
December 31, 2015
. (Refer to Note 14.
Fair Value Measurements and Derivative Instruments
and Note 15.
Commitments and Contingencies
to our consolidated financial statements under Item 8.
Financial Statements and Supplementary Data)
.
As of
December 31, 2015
, anticipated overall capital expenditures, based on our existing ships on order, are approximately
$2.4 billion
for
2016
,
$0.5 billion
for
2017
,
$2.5 billion
for
2018
and
$1.4 billion
for
2019
.
Contractual Obligations
As of
December 31, 2015
, our contractual obligations were as follows (in thousands):
|
|
Payments due by period
|
||||||||||||||||||
|
|
|
Less than
|
1-3
|
3-5
|
More than
|
||||||||||||||
|
|
Total
|
1 year
|
years
|
years
|
5 years
|
||||||||||||||
|
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Operating lease obligations
(1)
|
$
|
226,516
|
|
$
|
22,229
|
|
$
|
34,207
|
|
$
|
23,129
|
|
$
|
146,951
|
|
||||
|
Interest on long-term debt
(2)
|
1,212,044
|
|
246,831
|
|
392,463
|
|
253,391
|
|
319,359
|
|
|||||||||
|
Other
(3)
|
832,789
|
|
207,311
|
|
292,492
|
|
238,262
|
|
94,724
|
|
|||||||||
|
Investing Activities:
|
0
|
|
|||||||||||||||||
|
Ship purchase obligations
(4)
|
5,505,728
|
|
1,640,196
|
|
1,763,274
|
|
2,102,258
|
|
—
|
|
|||||||||
|
Financing Activities:
|
0
|
|
|||||||||||||||||
|
Long-term debt obligations
(5)
|
8,618,284
|
|
891,357
|
|
3,180,092
|
|
2,086,258
|
|
2,460,577
|
|
|||||||||
|
Capital lease obligations
(6)
|
48,771
|
|
8,320
|
|
10,521
|
|
7,371
|
|
22,559
|
|
|||||||||
|
Other
(7)
|
72,734
|
|
20,918
|
|
33,236
|
|
16,466
|
|
2,114
|
|
|||||||||
|
Total
|
$
|
16,516,866
|
|
$
|
3,037,162
|
|
$
|
5,706,285
|
|
$
|
4,727,135
|
|
$
|
3,046,284
|
|
||||
_______________________________________________________________________________
(1) We are obligated under noncancelable operating leases primarily for offices, warehouses and motor vehicles. Amounts represent contractual obligations with initial terms in excess of one year.
(2) Long-term debt obligations mature at various dates through fiscal year 2027 and bear interest at fixed and variable rates. Interest on variable-rate debt is calculated based on forecasted debt balances, including the impact of interest rate swap agreements, using the
59
applicable rate at
December 31, 2015
. Debt denominated in other currencies is calculated based on the applicable exchange rate at
December 31, 2015
.
(3) Amounts primarily represent future commitments with remaining terms in excess of one year to pay for our usage of certain port facilities, marine consumables, services and maintenance contracts.
(4) Amounts do not include potential obligations which remain subject to cancellation at our sole discretion.
(5) Amounts represent debt obligations with initial terms in excess of one year.
(6) Amounts represent capital lease obligations with initial terms in excess of one year.
(7) Amounts represent fees payable to sovereign guarantors in connection with certain of our export credit debt facilities and facility fees on our revolving credit facilities.
Please refer to
Funding Needs and Sources
for discussion on the planned funding of the above contractual obligations.
As a normal part of our business, depending on market conditions, pricing and our overall growth strategy, we continuously consider opportunities to enter into contracts for the building of additional ships. We may also consider the sale of ships or the purchase of existing ships. We continuously consider potential acquisitions and strategic alliances. If any of these were to occur, they would be financed through the incurrence of additional indebtedness, the issuance of additional shares of equity securities or through cash flows from operations.
Off-Balance Sheet Arrangements
We and TUI AG have each guaranteed repayment of
50%
of a bank loan provided to TUI Cruises which is due 2022. Notwithstanding this, the lenders have agreed to release each shareholder’s guarantee in 2018. As of
December 31, 2015
,
€137.4 million
, or approximately
$149.4 million
based on the exchange rate at
December 31, 2015
, remains outstanding. Based on current facts and circumstances, we do not believe potential obligations under this guarantee are probable.
TUI Cruises entered into various ship construction and credit agreements that include certain restrictions on each of our and TUI AG's ability to reduce our current ownership interest in TUI Cruises below
37.55%
through 2021.
Some of the contracts that we enter into include indemnification provisions that obligate us to make payments to the counterparty if certain events occur. These contingencies generally relate to changes in taxes, increased lender capital costs and other similar costs. The indemnification clauses are often standard contractual terms and are entered into in the normal course of business. There are no stated or notional amounts included in the indemnification clauses and we are not able to estimate the maximum potential amount of future payments, if any, under these indemnification clauses. We have not been required to make any payments under such indemnification clauses in the past and, under current circumstances, we do not believe an indemnification obligation is probable.
Other than the items described above, we are not party to any other off-balance sheet arrangements, including guarantee contracts, retained or contingent interest, certain derivative instruments and variable interest entities, that either have, or are reasonably likely to have, a current or future material effect on our financial position.
Funding Needs and Sources
We have significant contractual obligations of which our debt service obligations and the capital expenditures associated with our ship purchases represent our largest funding needs. As of
December 31, 2015
, we have approximately
$3.0 billion
in contractual obligations due through
December 31, 2016
of which approximately
$891.4 million
relates to debt maturities,
$1.6 billion
relates to the acquisition of
Harmony of the Seas
and
Ovation of the Seas
along with progress payments on our other ship purchases and
$246.8 million
relates to interest on long-term debt. We have historically relied on a combination of cash flows provided by operations, drawdowns under our available credit facilities, the incurrence of additional debt and/or the refinancing of our existing debt and the issuance of additional shares of equity securities to fund these obligations.
As of
December 31, 2015
, we have on order three Quantum-class ships and two Oasis-class ships for our Royal Caribbean International brand and we have two "Project Edge" ships on order for our Celebrity Cruises brand all of which has committed unsecured bank financing arrangements which include sovereign financing guarantees. Refer to Note 15.
Commitments and Contingencies
to our consolidated financial statements under Item 8.
Financial Statements and Supplementary Data
for further information.
60
We had a working capital deficit of
$3.5 billion
as of
December 31, 2015
as compared to a working capital deficit of
$3.0 billion
as of
December 31, 2014
. Included within our working capital deficit is
$899.7 million
and
$799.6 million
of current portion of long-term debt, including capital leases, as of
December 31, 2015
and
December 31, 2014
, respectively. The increase in working capital deficit was primarily due to the increase in current liabilities of our foreign currency forward contracts and long-term debt. Similar to others in our industry, we operate with a substantial working capital deficit. This deficit is mainly attributable to the fact that, under our business model, a vast majority of our passenger ticket receipts are collected in advance of the applicable sailing date. These advance passenger receipts remain a current liability until the sailing date. The cash generated from these advance receipts is used interchangeably with cash on hand from other sources, such as our revolving credit facilities and other cash from operations. The cash received as advanced receipts can be used to fund operating expenses for the applicable future sailing or otherwise, pay down our revolving credit facilities, invest in long term investments or any other use of cash. In addition, we have a relatively low-level of accounts receivable and rapid turnover results in a limited investment in inventories. We generate substantial cash flows from operations and our business model, along with our unsecured revolving credit facilities, has historically allowed us to maintain this working capital deficit and still meet our operating, investing and financing needs. We expect that we will continue to have working capital deficits in the future.
In order to improve our liquidity and take advantage of lower interest costs, in June 2015, we amended and restated our $1.1 billion unsecured revolving credit facility due July 2016. The amendment reduced the applicable margin and facility fee and extended the termination date to June 2020. Furthermore, in October 2015, we received increased lender commitments in the amount of
$300.0 million
, bringing our total capacity under this facility to
$1.4 billion
. Additionally, in July 2015, we amended our $1.2 billion unsecured revolving credit facility due August 2018 to reduce pricing in line with the pricing of the $1.1 billion unsecured revolving credit facility amended in June 2015. At the same time, we also amended our $380.0 million, €365.0 million, $290.0 million and $65.0 million unsecured term loans due at various dates from 2016 through 2019 to reduce the applicable margins, now each 1.75% based on our current debt rating. We also extended the termination date of the $290 million unsecured term loan from February 2016 to February 2018. Refer to Note 7.
Long-Term Debt
to our consolidated financial statements under Item 8.
Financial Statements and Supplementary Data
for further information.
As of
December 31, 2015
, we had liquidity of
$859.6 million
, consisting of approximately
$121.6 million
in cash and cash equivalents and
$738.0 million
available under our unsecured credit facilities. We anticipate that our cash flows from operations and our current financing arrangements, as described above, will be adequate to meet our capital expenditures and debt repayments over the next twelve-month period.
During the fourth quarter of 2015, under a $500 million authorized common stock repurchase program, we purchased a total of $200 million of our common stock through an ASR transaction. During February 2016, we purchased a total of $150 million of our common stock through open market transactions. The remaining $150 million of stock repurchases could include additional open market purchases or accelerated share repurchases. We expect to complete the program by the end of 2016. Repurchases under the program are expected to be funded from available cash or borrowings under our revolving credit facilities. Refer to Note 8.
Shareholders' Equity
to our consolidated financial statements under Item 8.
Financial Statements and Supplementary Data
for further information on the ASR transaction.
If (i) any person other than A. Wilhelmsen AS. and Cruise Associates and their respective affiliates (the “Applicable Group”) acquires ownership of more than 33% 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, we may be obligated to prepay indebtedness outstanding under our ship financing facilities, which we may be unable to replace on similar terms. 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, by a person other than a member of the Applicable Group coupled with a ratings downgrade. If this were to occur, it would have an adverse impact on our liquidity and operations.
Debt Covenants
61
Certain of our financing agreements contain financial covenants that require us, among other things, to maintain minimum net worth of at least
$6.6 billion
, a fixed charge coverage ratio of at least 1.25x and limit our net debt-to-capital ratio to no more than
62.5%
. The fixed charge coverage ratio is calculated by dividing net cash from operations for the past four quarters by the sum of dividend payments plus scheduled principal debt payments in excess of any new financings for the past four quarters. Our minimum net worth and maximum net debt-to-capital calculations exclude the impact of
Accumulated other comprehensive loss
on
Total shareholders' equity
. We are well in excess of all financial covenant requirements as of
December 31, 2015
. The specific covenants and related definitions can be found in the applicable debt agreements, the majority of which have been previously filed with the Securities and Exchange Commission.
Dividends
In December
2015
, we declared a cash dividend on our common stock of
$0.375
per share which was paid in the first quarter of
2016
. We declared a cash dividend on our common stock of
$0.375
per share during the third quarter of
2015
which was paid in the fourth quarter of
2015
. During the first and second quarters of
2015
, we declared and paid a cash dividend on our common stock of
$0.30
per share. During the first quarter of 2015, we also paid a cash dividend on our common stock of $0.30 per share which was declared during the fourth quarter of 2014.
62
Financial Instruments and Other
General
We are exposed to market risk attributable to changes in interest rates, foreign currency exchange rates and fuel prices. We manage these risks through a combination of our normal operating and financing activities and through the use of derivative financial instruments pursuant to our hedging practices and policies. The financial impact of these hedging instruments is primarily offset by corresponding changes in the underlying exposures being hedged. We achieve this by closely matching the amount, term and conditions of the derivative instrument with the underlying risk being hedged. Although certain of our derivative financial instruments do not qualify or are not accounted for under hedge accounting, we do not hold or issue derivative financial instruments for trading or other speculative purposes. We monitor our derivative positions using techniques including market valuations and sensitivity analyses. (Refer to Note 14.
Fair Value Measurements
and Derivative Instruments
to our consolidated financial statements under Item 8.
Financial Statements and Supplementary Data.
)
Interest Rate Risk
Our exposure to market risk for changes in interest rates relates to our long-term debt obligations including future interest payments. At
December 31, 2015
, approximately
31.2%
of our long-term debt was effectively fixed as compared to
28.5%
as of
December 31, 2014
. We use interest rate swap agreements to modify our exposure to interest rate movements and to manage our interest expense.
Market risk associated with our long-term fixed-rate debt is the potential increase in fair value resulting from a decrease in interest rates. We use interest rate swap agreements that effectively convert a portion of our fixed-rate debt to a floating-rate basis to manage this risk. At
December 31, 2015
and
December 31, 2014
, we maintained interest rate swap agreements on the
$420.0 million
fixed-rate portion of our
Oasis of the Seas
unsecured amortizing term loan and on the
$650.0 million
unsecured senior notes due 2022. The interest rate swap agreements on
Oasis of the Seas
debt effectively changed the interest rate on the balance of the unsecured term loan, which was
$210.0 million
as of
December 31, 2015
, from a fixed rate of
5.41%
to a LIBOR-based floating rate equal to LIBOR plus
3.87%
, currently approximately
4.40%
. The interest rate swap agreements on the
$650.0 million
unsecured senior notes effectively changed the interest rate of the unsecured senior notes from a fixed rate of
5.25%
to a LIBOR-based floating rate equal to LIBOR plus
3.63%
, currently approximately
3.99%
. These interest rate swap agreements are accounted for as fair value hedges.
The estimated fair value of our long-term fixed-rate debt at
December 31, 2015
was
$1.8 billion
, using quoted market prices, where available, or using the present value of expected future cash flows which incorporates risk profile. The fair value of our fixed to floating interest rate swap agreements was estimated to be a liability of
$11.8 million
as of
December 31, 2015
, based on the present value of expected future cash flows. A hypothetical one percentage point decrease in interest rates at
December 31, 2015
would increase the fair value of our hedged and unhedged long-term fixed-rate debt by approximately
$80.9 million
and would increase the fair value of our fixed to floating interest rate swap agreements by
$48.1 million
.
Market risk associated with our long-term floating-rate debt is the potential increase in interest expense from an increase in interest rates. We use interest rate swap agreements that effectively convert a portion of our floating-rate debt to a fixed-rate basis to manage this risk. A hypothetical one percentage point increase in interest rates would increase our forecasted
2016
interest expense by approximately
$52.8 million
, assuming no change in foreign currency exchange rates.
At
December 31, 2015
, we maintained forward-starting interest rate swap agreements that hedge the anticipated unsecured amortizing term loan that will finance our purchase of
Harmony of the Seas
. Forward-starting interest rate swaps hedging the
Harmony of the Seas
loan will effectively convert the interest rate for
€693.4 million
, or approximately
$753.7 million
based on the exchange rate at
December 31, 2015
, of the anticipated loan balance from
63
EURIBOR plus
1.15%
to a fixed rate of
2.26%
(inclusive of margin) beginning in May 2016. In addition, at
December 31, 2015
, we maintained forward-starting interest rate swap agreements that hedge the anticipated unsecured amortizing term loan that will finance our purchase of
Ovation of the Seas
. Forward-starting interest rate swaps hedging the
Ovation of the Seas
loan will effectively convert the interest rate for
$830.0 million
of the anticipated loan balance from LIBOR plus
1.00%
to a fixed rate of
3.16%
(inclusive of margin) beginning in April 2016. These interest rate swap agreements are accounted for as cash flow hedges.
In addition, at
December 31, 2015
and
December 31, 2014
, we maintained interest rate swap agreements on our
Celebrity Reflection
term loan. Our interest rate swap agreements effectively converted the interest rate on a portion of the
Celebrity Reflection
unsecured amortizing term loan balance of approximately
$490.9 million
from LIBOR plus
0.40%
to a fixed rate (including applicable margin) of
2.85%
through the term of the loan. Additionally, at
December 31, 2015
and December 31, 2014, we maintained interest rate swap agreements on our
Quantum of the Seas
term loan. Our interest rate swap agreements effectively converted the interest rate on a portion of the
Quantum of the Seas
unsecured amortizing term loan balance of approximately
$673.8 million
from
LIBOR
plus
1.30%
to a fixed rate of
3.74%
(inclusive of margin) through the term of the loan. Furthermore, at
December 31, 2015
and
December 31, 2014
, we maintained interest rate swap agreements on our
Anthem of the Seas
term loan. Our interest rate swap agreements effectively converted the interest rate on a portion of the
Anthem of the Seas
unsecured amortizing term loan balance of approximately
$694.8 million
from LIBOR plus
1.30%
to a fixed rate of
3.86%
(inclusive of margin) through the term of the loan. These interest rate swap agreements are accounted for as cash flow hedges.
The fair value of our floating to fixed interest rate swap agreements was estimated to be a liability of
$62.1 million
as of
December 31, 2015
based on the present value of expected future cash flows. These interest rate swap agreements are accounted for as cash flow hedges.
Foreign Currency Exchange Rate Risk
Our primary exposure to foreign currency exchange rate risk relates to our ship construction contracts denominated in Euros, our foreign currency denominated debt and our international business operations. We enter into foreign currency forward contracts, collar options and cross-currency swap agreements to manage portions of the exposure to movements in foreign currency exchange rates.
The estimated fair value, as of
December 31, 2015
, of our Euro-denominated forward contracts associated with our ship construction contracts was a liability of
$320.9 million
, based on the present value of expected future cash flows. As of
December 31, 2015
, the aggregate cost of our ships on order, not including the TUI Cruises' ships on order, was approximately
$7.8 billion
, of which we had deposited
$546.5 million
as of such date. Approximately
58.2%
and
28.8%
of the aggregate cost of the ships under construction was exposed to fluctuations in the Euro exchange rate at
December 31, 2015
and
December 31, 2014
, respectively. A hypothetical 10% strengthening of the Euro as of
December 31, 2015
, assuming no changes in comparative interest rates, would result in a
$452.8 million
increase in the United States dollar cost of the foreign currency denominated ship construction contracts exposed to fluctuations in the Euro exchange rate. The majority of our foreign currency forward contracts, collar options and cross-currency swap agreements are accounted for as cash flow, fair value or net investment hedges depending on the designation of the related hedge.
Our international business operations subject us to foreign currency exchange risk. We transact business in many different foreign currencies and maintain investments in foreign operations which may expose us to financial market risk resulting from fluctuations in foreign currency exchange rates. Movements in foreign currency exchange rates may affect the value of our earnings in foreign currencies and cash flows. We manage most of this exposure on a consolidated basis, which allows us to take advantage of any natural offsets. Therefore, weakness in one particular currency might be offset by strengths in other currencies over time. The extent to which one currency is effective as a natural offset of another currency fluctuates over time. In addition, some foreign currency exposures have little to no mitigating natural offsets available.
We consider our investments in our foreign operations to be denominated in relatively stable currencies and of a long-term nature. We partially mitigate the exposure of our investments in foreign operations by denominating a portion
64
of our debt in our subsidiaries’ and investments’ functional currencies and designating it as a hedge of these subsidiaries and investments. We designated debt as a hedge of our net investments in Pullmantur and TUI Cruises for
€139.4 million
, or approximately
$168.7 million
, through
December 31, 2014
. As of December 31, 2015, no debt was designated as a hedge of our net investments in Pullmantur and TUI Cruises. Furthermore, at
December 31, 2015
, we maintained foreign currency forward contracts and designated them as hedges of a portion of our net investment in TUI Cruises of
€302.0 million
or approximately
$328.3 million
, based on the exchange rate at
December 31, 2015
. These forward currency contracts mature in April 2016 and their estimated fair value was an asset of
$86.1 million
as of
December 31, 2015
. Accordingly, we have included approximately
$104.5 million
and
$45.0 million
of foreign-currency transaction losses and of changes in the fair value of derivatives in the foreign currency translation adjustment component of
Accumulated other comprehensive loss
at
December 31, 2015
and
December 31, 2014
, respectively.
Lastly, on a regular basis, we enter into foreign currency forward contracts and, from time to time, we utilize cross-currency swap agreements to minimize the volatility resulting from the remeasurement of net monetary assets and liabilities denominated in a currency other than our functional currency or the functional currencies of our foreign subsidiaries. During
2015
, we maintained an average of approximately
$514.4 million
of these foreign currency forward contracts. These instruments are not designated as hedging instruments. In
2015
,
2014
and
2013
changes in the fair value of the foreign currency forward contracts were losses of approximately
$55.5 million
,
$48.6 million
and
$19.3 million
, respectively, which offset gains arising from the remeasurement of monetary assets and liabilities denominated in foreign currencies in those same years of
$34.6 million
,
$49.5 million
and
$13.4 million
, respectively. These changes were recognized in earnings within
Other income (expense)
in our consolidated statements of comprehensive income (loss).
Fuel Price Risk
Our exposure to market risk for changes in fuel prices relates primarily to the consumption of fuel on our ships. Fuel cost (net of the financial impact of fuel swap agreements), as a percentage of our total revenues, was approximately
9.6%
in
2015
,
11.7%
in
2014
and
11.6%
in
2013
. We use fuel swap agreements to mitigate the financial impact of fluctuations in fuel prices.
As of
December 31, 2015
, we had fuel swap agreements to pay fixed prices for fuel with an aggregate notional amount of approximately
$1.3 billion
, maturing through
2019
. The fuel swap agreements represented
65%
of our projected
2016
fuel requirements,
59%
of our projected
2017
fuel requirements,
40%
of our projected
2018
fuel requirements and
15%
of our projected
2019
fuel requirements. These fuel swap agreements are accounted for as cash flow hedges. The estimated fair value of these contracts at
December 31, 2015
was estimated to be a liability of
$632.5 million
. We estimate that a hypothetical 10% increase in our weighted-average fuel price from that experienced during the year ended
December 31, 2015
would increase our forecasted
2016
fuel cost by approximately
$12.0 million
, net of the impact of fuel swap agreements.
65
Our Consolidated Financial Statements and Quarterly Selected Financial Data are included beginning on page F-1 of this report.
None.
66
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chairman and Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e), as of the end of the period covered by this report. Based upon such evaluation, our Chairman and Chief Executive Officer and Chief Financial Officer concluded that those controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chairman and Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our management, with the participation of our Chairman and Chief Executive Officer and our Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the
Internal Control-Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations ("COSO") of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of
December 31, 2015
. The effectiveness of our internal control over financial reporting as of
December 31, 2015
has been audited by PricewaterhouseCoopers LLP, the independent registered certified public accounting firm that audited our consolidated financial statements included in this Annual Report on Form 10-K, as stated in its report, which is included herein on page F-2.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rule 13a-15 during the quarter ended
December 31, 2015
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there is only reasonable assurance that our controls will succeed in achieving their goals under all potential future conditions.
None.
67
Items 10, 11, 12, 13 and 14. Directors, Executive Officers and Corporate Governance, Executive Compensation, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, Certain Relationships and Related Transactions, and Director Independence and Principal Accountant Fees and Services
.
Except for information concerning executive officers (called for by Item 401(b) of Regulation S-K), which is included in Part I of this Annual Report on Form 10-K, the information required by Items 10, 11, 12, 13 and 14 is incorporated herein by reference to the Royal Caribbean Cruises Ltd. definitive proxy statement (the "Proxy Statement") to be filed with the Securities and Exchange Commission no later than 120 days after the close of the fiscal year. Please refer to the following sections in the Proxy Statement for more information regarding our corporate governance: "
Corporate Governance
"; "
Proposal 1—Election of Directors
"; and "
Certain Relationships and Related Party Transactions
". Copies of the Proxy Statement will become available when filed through our Investor Relations website at www.rclinvestor.com (please see "Financial Reports" under "Financial Information"); by contacting our Investor Relations department at 1050 Caribbean Way, Miami, Florida 33132—telephone (305) 982-2625; or by visiting the SEC's website at www.sec.gov.
We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, including our executive officers, and our directors. This document is posted on our website at www.rclinvestor.com. None of the websites referenced in this Annual Report on Form 10-K or the information contained therein is incorporated herein by reference.
68
(a)(1) Financial Statements
Our Consolidated Financial Statements have been prepared in accordance with Item 8.
Financial Statements and Supplementary Data
and are included beginning on page F-1 of this report.
|
(2)
|
Financial Statement Schedules
|
None.
|
(3)
|
Exhibits
|
The exhibits listed on the accompanying Index to Exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K and such Index to Exhibits is hereby incorporated herein by reference.
69
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
ROYAL CARIBBEAN CRUISES LTD.
(Registrant)
|
|
|
By:
|
/s/ JASON T. LIBERTY
|
|
Jason T. Liberty
Chief Financial Officer
(Principal Financial Officer and duly authorized signatory)
|
|
February 22, 2016
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on
February 22, 2016
.
|
/s/ RICHARD D. FAIN
|
|
Richard D. Fain
Director, Chairman and Chief Executive Officer
(Principal Executive Officer)
|
|
/s/ JASON T. LIBERTY
|
|
Jason T. Liberty
Chief Financial Officer
(Principal Financial Officer)
|
|
/s/ HENRY L. PUJOL
|
|
Henry L. Pujol
Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)
|
|
*
|
|
John F. Brock
Director |
|
*
|
|
William L. Kimsey
Director
|
|
*
|
|
Maritza Montiel
Director |
|
*
|
|
Ann S. Moore
Director
|
|
*
|
|
Eyal M. Ofer
Director
|
|
*
|
|
Thomas J. Pritzker
Director
|
|
*
|
|
William K. Reilly
Director
|
|
*
|
|
Bernt Reitan
Director
|
|
*
|
|
Vagn O. Sørensen
Director
|
|
*
|
|
Donald Thompson
Director
|
|
*
|
|
Arne Alexander Wilhelmsen
Director
|
|
*By:
|
/s/ JASON T. LIBERTY
|
|
Jason T. Liberty,
as Attorney-in-Fact
|
|
70
INDEX TO EXHIBITS
Exhibits 10.14 through 10.43 represent management compensatory plans or arrangements.
|
Incorporated By Reference
|
||||||||
|
Exhibit Number
|
Exhibit Description
|
Form
|
Exhibit
|
Filing Date/ Period End Date
|
||||
|
3.1
|
Restated Articles of Incorporation of the Company, as amended (composite)
|
S-3
|
3.1
|
3/23/2009
|
||||
|
3.2
|
Amended and Restated By-Laws of the Company
|
8-K
|
3.1
|
9/11/2013
|
||||
|
4.1
|
Indenture dated as of July 15, 1994 between the Company, as issuer, and The Bank of New York Trust Company, N.A., successor to NationsBank of Georgia, National Association, as Trustee
|
20-F
|
2.4
|
12/31/1994
|
||||
|
4.2
|
Sixth Supplemental Indenture dated as of October 14, 1997 to Indenture dated as of July 15, 1994 between the Company, as issuer, and The Bank of New York Trust Company, N.A., as Trustee
|
20-F
|
2.1
|
12/31/1997
|
||||
|
4.3
|
Eighth Supplemental Indenture dated as of March 16, 1998 to Indenture dated as of July 15, 1994 between the Company, as issuer, and The Bank of New York Trust Company, N.A., as Trustee
|
20-F
|
2.1
|
12/31/1997
|
||||
|
4.4
|
Fifteenth Supplemental Indenture dated as of June 12, 2006 to Indenture dated as of July 15, 1994 between the Company, as issuer, and The Bank of New York Trust Company, N.A., as Trustee
|
10-K
|
4.1
|
12/31/2006
|
||||
|
4.5
|
Form of Indenture dated as of July 31, 2006 between the Company, as issuer, and The Bank of New York Trust Company, N.A., as Trustee
|
S-3
|
4.1
|
7/31/2006
|
||||
|
4.6
|
Second Supplemental Indenture dated as of November 7, 2012 between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
8-K
|
4.1
|
11/7/2012
|
||||
|
10.1
|
Amended and Restated Registration Rights Agreement dated as of July 30, 1997 among the Company, A. Wilhelmsen AS., Cruise Associates, Monument Capital Corporation, Archinav Holdings, Ltd. and Overseas Cruiseship, Inc.
|
20-F
|
2.20
|
12/31/1997
|
||||
|
10.2
|
Amendment to the Amended and Restated Credit Agreement, dated as of June 15, 2015, among the Company, The Bank of Nova Scotia, as administrative agent for the lender parties and the lender parties
|
8-K
|
10.1
|
6/19/2015
|
||||
|
10.2
|
Assignment and Amendment to the Credit Agreement, dated as of August 23, 2013, among the Company, Nordea Bank Finland plc, New York Branch, as administrative agent for the lender parties and the lender parties (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 26, 2013)
|
8-K
|
10.1
|
8/26/2013
|
||||
|
10.3
|
Amendment No. 1 to the Amended and Restated Credit Agreement, dated as of July 10, 2015, among the Company Nordea Bank Finland Plc, New York Branch, as administrative agent for the lender parties and the lender parties
|
10-Q
|
10.2
|
6/30/2015
|
||||
|
10.4
|
Amendment No. 1 to Amended and Restated Credit Agreement dated February 5, 2016 among the Company, the various financial institutions as are parties to the Credit Agreement and BNP PARIBAS FORTIS S.A./N.V., as administrative agent for the lenders*
|
|||||||
|
10.5
|
Amendment No. 1 to Amended and Restated Credit Agreement dated February 5, 2016 among the Company, the various financial institutions as are parties to the Credit Agreement and SKANDINAVISKA ENSKILDA BANKEN AB, as administrative agent for the lenders*
|
|||||||
|
10.6
|
Amendment to Hull No. S-691 Credit Agreement, dated as of January 19, 2016, among the Company and KFW IPEX-BANK GMBH as Hermes Agent, Administrative Agent and Lender*
|
|||||||
|
10.7
|
Amendment No. 4 to Hull No. S-697 Credit Agreement, dated as of February 2, 2016, between Company, the Lenders from time to time party thereto, the Mandated Lead Arrangers and KfW-IPEX-Bank GmbH, as Hermes Agent and Facility Agent*
|
|||||||
71
|
Incorporated By Reference
|
||||||||
|
Exhibit Number
|
Exhibit Description
|
Form
|
Exhibit
|
Filing Date/ Period End Date
|
||||
|
10.8
|
Amendment No. 4 to Hull No. S-698 Credit Agreement, dated as of February 3, 2016, between Company, the Lenders from time to time party thereto, the Mandated Lead Arrangers and KfW-IPEX-Bank GmbH, as Hermes Agent and Facility Agent*
|
|||||||
|
10.9
|
Hull No. S-699 Credit Agreement, dated as of November 27, 2013, between Company, the Lenders from time to time party thereto, the Mandated Lead Arrangers and KfW-IPEX-Bank GmbH, as Hermes Agent and Facility Agent
|
8-K
|
10.1
|
12/3/2013
|
||||
|
10.10
|
Amendment and Restatement Agreement dated as of January 15, 2016 in respect of a Facility Agreement dated as of July 9, 2013 between the Company, the Lenders from time to time party thereto, Société Générale, as Facility Agent and Mandated Lead Arranger, BNP Paribas, as Documentation Bank and Mandated Lead Arranger, and HSBC France, as Mandated Lead Arranger*
|
|||||||
|
10.11
|
Novation Agreement, dated as of January 30, 2015, between Frosaitomi Finance Ltd. the Company, Citibank International Limited, Citicorp Trustee Company Limited, Citibank N.A., London Branch and the banks and financial institutions as a lender parties thereto
|
8-K
|
10.1
|
2/5/2015
|
||||
|
10.12
|
Hull No. S-700 Credit Agreement, dated as of November 13, 2015, among the Company, the Lenders from time to time party thereto and KfW IPEX-Bank GmbH, as Hermes Agent, Facility Agent and Initial Mandated Lead Arranger.
|
8-K
|
10.1
|
11/19/2015
|
||||
|
10.13
|
Hull No. S-713 Credit Agreement, dated as of November 13, 2015, among the Company, the Lenders from time to time party thereto and KfW IPEX-Bank GmbH, as Hermes Agent, Facility Agent and Initial Mandated Lead Arranger.
|
8-K
|
10.2
|
11/19/2015
|
||||
|
10.14
|
Royal Caribbean Cruises Ltd. 2000 Stock Award Plan
|
8-K
|
10.1
|
12/8/2005
|
||||
|
10.15
|
Amendment No. 1 to 2000 Stock Award Plan
|
8-K
|
10.1
|
9/22/2006
|
||||
|
10.16
|
Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan
|
10-Q
|
10.1
|
9/30/2014
|
||||
|
10.17
|
Form of 2008 Equity Incentive Plan Stock Option Award Agreement—Incentive Options
|
10-Q
|
10.3
|
9/30/2008
|
||||
|
10.18
|
Form of 2008 Equity Incentive Plan Stock Option Award Agreement—Nonqualified Options
|
10-Q
|
10.4
|
9/30/2008
|
||||
|
10.19
|
Form of 2008 Equity Incentive Plan Restricted Stock Unit Agreement for grants made in 2012, 2013 and December 2014
|
10-Q
|
10.5
|
9/30/2008
|
||||
|
10.20
|
Form of 2008 Equity Incentive Plan Restricted Stock Unit Agreement for grants made in February 2014, 2015 and 2016
|
10-K
|
10.23
|
12/31/2013
|
||||
|
10.21
|
Form of 2008 Equity Incentive Plan Restricted Stock Unit Agreement—Director Grants
|
10-K
|
10.31
|
12/31/2010
|
||||
|
10.22
|
Form of 2008 Equity Incentive Plan Performance Share Agreement for grants made in 2013
|
8-K
|
10.1
|
2/22/2012
|
||||
|
10.23
|
Form of 2008 Equity Incentive Plan Performance Share Agreement for grants made in February 2014
|
10-K
|
10.23
|
12/31/2013
|
||||
|
10.24
|
Form of 2008 Equity Incentive Plan Performance Share Agreement for grants made in December 2014
|
10-K
|
10.26
|
12/31/2014
|
||||
|
10.25
|
Form of 2008 Equity Incentive Plan Performance Share Agreement for grants made in 2015 and 2016
|
10-K
|
10.27
|
12/31/2014
|
||||
|
10.26
|
Form of 2008 Equity Incentive Plan Performance-Based Restricted Shares Agreement*
|
|||||||
|
10.27
|
Employment Agreement dated December 31, 2012 between the Company and Richard D. Fain
|
10-K
|
10.22
|
12/31/2012
|
||||
|
10.28
|
Employment Agreement dated December 31, 2012 between the Company and Adam M. Goldstein
|
10-K
|
10.23
|
12/31/2012
|
||||
72
|
Incorporated By Reference
|
||||||||
|
Exhibit Number
|
Exhibit Description
|
Form
|
Exhibit
|
Filing Date/ Period End Date
|
||||
|
10.29
|
Employment Agreement dated December 31, 2012 between the Company and Harri U. Kulovaara
|
10-K
|
10.26
|
12/31/2012
|
||||
|
10.30
|
Employment Agreement dated May 20, 2013 between the Company and Jason T. Liberty
|
10-Q
|
10.2
|
6/30/2013
|
||||
|
10.31
|
Employment Agreement dated July 16, 2015 between the Company and Michael W. Bayley
|
10-Q
|
10.3
|
6/30/2015
|
||||
|
10.32
|
Form of First Amendment to Employment Agreement dated as of February 6, 2015 (entered into between the Company and each of Messrs. Fain, Goldstein, Kulovaara and Liberty)
|
10-K
|
10.33
|
12/31/2014
|
||||
|
10.33
|
Royal Caribbean Cruises Ltd. Executive Short-Term Bonus Plan
|
10-Q
|
10.4
|
6/30/2015
|
||||
|
10.34
|
— Royal Caribbean Cruises Ltd. et. al. Non Qualified Deferred Compensation Plan,
|
8-K
|
10.2
|
12/8/2005
|
||||
|
10.35
|
Amendment to Royal Caribbean Cruises Ltd. et. al. Non Qualified Deferred Compensation Plan
|
10-K
|
10.29
|
12/31/2006
|
||||
|
10.36
|
Amendment to Royal Caribbean Cruises Ltd. et. al. Non Qualified Deferred Compensation Plan
|
10-K
|
10.28
|
12/31/2007
|
||||
|
10.37
|
Amendment to Royal Caribbean Cruises Ltd. et. al. Non Qualified Deferred Compensation Plan
|
10-K
|
10.29
|
12/31/2007
|
||||
|
10.38
|
Amendment to Royal Caribbean Cruises Ltd. et. al. Non Qualified Deferred Compensation Plan
|
10-K
|
10.36
|
12/31/2008
|
||||
|
10.39
|
Royal Caribbean Cruises Ltd. Supplemental Executive Retirement Plan
|
8-K
|
10.3
|
12/8/2005
|
||||
|
10.40
|
Amendment to Royal Caribbean Cruises Ltd. Supplemental Executive Retirement Plan
|
10-K
|
10.31
|
12/31/2006
|
||||
|
10.41
|
Amendment to Royal Caribbean Cruises Ltd. Supplemental Executive Retirement Plan
|
10-K
|
10.31
|
12/31/2007
|
||||
|
10.42
|
Amendment to Royal Caribbean Cruises Ltd. Supplemental Executive Retirement Plan
|
10-Q
|
10.1
|
9/30/2008
|
||||
|
10.43
|
Amendment to Royal Caribbean Cruises Ltd. Supplemental Executive Retirement Plan
|
10-K
|
10.38
|
12/31/2008
|
||||
|
10.44
|
Summary of Royal Caribbean Cruises Ltd. Board of Directors Compensation.
|
10-K
|
10.37
|
12/31/2014
|
||||
|
10.43
|
Cruise Policy for Members of the Board of Directors of the Company
|
10-K
|
10.35
|
12/31/2013
|
||||
|
12.1
|
Statement regarding computation of fixed charge coverage ratio*
|
|||||||
|
21.1
|
List of Subsidiaries*
|
|||||||
|
23.1
|
Consent of PricewaterhouseCoopers LLP, an independent registered certified public accounting firm*
|
|||||||
|
23.2
|
Consent of Drinker Biddle & Reath LLP*
|
|||||||
|
24.1
|
Power of Attorney*
|
|||||||
|
31.1
|
Certification of Richard D. Fain required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934*
|
|||||||
|
31.2
|
Certification of Jason T. Liberty required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934*
|
|||||||
|
32.1
|
Certification of Richard D. Fain and Jason T. Liberty pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code**
|
|||||||
___________________________________
|
*
|
Filed herewith
|
|
**
|
Furnished herewith
|
Interactive Data File
73
|
101
|
—The following financial statements from Royal Caribbean Cruises Ltd.'s Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the SEC on February 19, 2016, formatted in XBRL, as follows:
|
|
|
(i)
|
the Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2015, 2014 and 2013;
|
|
|
(ii)
|
the Consolidated Balance Sheets at December 31, 2015 and 2014;
|
|
|
(iii)
|
the Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013;
|
|
|
(iv)
|
the Consolidated Statements of Shareholders' Equity for the years ended December 31, 2015, 2014 and 2013; and
|
|
|
(v)
|
the Notes to the Consolidated Financial Statements, tagged in summary and detail.
|
|
74
ROYAL CARIBBEAN CRUISES LTD.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
Page
|
|
F-1
Report of Independent Registered Certified Public Accounting Firm
To the Board of Directors and Shareholders
of Royal Caribbean Cruises Ltd.
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of comprehensive income (loss), cash flows and shareholders' equity present fairly, in all material respects, the financial position of Royal Caribbean Cruises Ltd. and its subsidiaries at
December 31, 2015
and
2014
, and the results of their operations and their cash flows for each of the three years in the period ended
December 31, 2015
in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2015
, based on criteria established in
Internal Control - Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Miami, Florida
February 22, 2016
F-2
ROYAL CARIBBEAN CRUISES LTD.
|
Year Ended December 31,
|
|||||||||||
|
2015
|
2014
|
2013
|
|||||||||
|
(in thousands, except per share data)
|
|||||||||||
|
Passenger ticket revenues
|
$
|
6,058,821
|
|
$
|
5,893,847
|
|
$
|
5,722,718
|
|
||
|
Onboard and other revenues
|
2,240,253
|
|
2,180,008
|
|
2,237,176
|
|
|||||
|
Total revenues
|
8,299,074
|
|
8,073,855
|
|
7,959,894
|
|
|||||
|
Cruise operating expenses:
|
|||||||||||
|
Commissions, transportation and other
|
1,400,778
|
|
1,372,785
|
|
1,314,595
|
|
|||||
|
Onboard and other
|
553,104
|
|
582,750
|
|
568,615
|
|
|||||
|
Payroll and related
|
861,775
|
|
847,641
|
|
841,737
|
|
|||||
|
Food
|
480,009
|
|
478,130
|
|
469,653
|
|
|||||
|
Fuel
|
795,801
|
|
947,391
|
|
924,414
|
|
|||||
|
Other operating
|
1,007,926
|
|
1,077,584
|
|
1,186,256
|
|
|||||
|
Total cruise operating expenses
|
5,099,393
|
|
5,306,281
|
|
5,305,270
|
|
|||||
|
Marketing, selling and administrative expenses
|
1,086,504
|
|
1,048,952
|
|
1,044,819
|
|
|||||
|
Depreciation and amortization expenses
|
827,008
|
|
772,445
|
|
754,711
|
|
|||||
|
Impairment of Pullmantur related assets
|
411,267
|
|
—
|
|
—
|
|
|||||
|
Restructuring and related impairment charges
|
—
|
|
4,318
|
|
56,946
|
|
|||||
|
7,424,172
|
|
7,131,996
|
|
7,161,746
|
|
||||||
|
Operating Income
|
874,902
|
|
941,859
|
|
798,148
|
|
|||||
|
Other income (expense):
|
|||||||||||
|
Interest income
|
12,025
|
|
10,344
|
|
13,898
|
|
|||||
|
Interest expense, net of interest capitalized
|
(277,725
|
)
|
(258,299
|
)
|
(332,422
|
)
|
|||||
|
Extinguishment of unsecured senior notes
|
—
|
|
—
|
|
(4,206
|
)
|
|||||
|
Other income (expense) (including $12.0 million net deferred tax benefit related to impairments in 2015 and $33.5 million deferred tax benefit related to the reversal of a valuation allowance in 2014)
|
56,581
|
|
70,242
|
|
(1,726
|
)
|
|||||
|
(209,119
|
)
|
(177,713
|
)
|
(324,456
|
)
|
||||||
|
Net Income
|
$
|
665,783
|
|
$
|
764,146
|
|
$
|
473,692
|
|
||
|
Basic Earnings per Share:
|
|||||||||||
|
Net income
|
$
|
3.03
|
|
$
|
3.45
|
|
$
|
2.16
|
|
||
|
Diluted Earnings per Share:
|
|||||||||||
|
Net income
|
$
|
3.02
|
|
$
|
3.43
|
|
$
|
2.14
|
|
||
|
Comprehensive Income (Loss)
|
|||||||||||
|
Net Income
|
$
|
665,783
|
|
$
|
764,146
|
|
$
|
473,692
|
|
||
|
Other comprehensive (loss) income:
|
|||||||||||
|
Foreign currency translation adjustments
|
(30,152
|
)
|
(26,102
|
)
|
1,529
|
|
|||||
|
Change in defined benefit plans
|
4,760
|
|
(7,213
|
)
|
10,829
|
|
|||||
|
(Loss) gain on cash flow derivative hedges
|
(406,047
|
)
|
(869,350
|
)
|
127,829
|
|
|||||
|
Total other comprehensive (loss) income
|
(431,439
|
)
|
(902,665
|
)
|
140,187
|
|
|||||
|
Comprehensive Income (Loss)
|
$
|
234,344
|
|
$
|
(138,519
|
)
|
$
|
613,879
|
|
||
The accompanying notes are an integral part of these consolidated financial statements.
F-3
ROYAL CARIBBEAN CRUISES LTD.
|
As of December 31,
|
|||||||
|
2015
|
2014
|
||||||
|
(in thousands, except share data)
|
|||||||
|
Assets
|
|||||||
|
Current assets
|
|||||||
|
Cash and cash equivalents
|
$
|
121,565
|
|
$
|
189,241
|
|
|
|
Trade and other receivables, net
|
238,972
|
|
261,392
|
|
|||
|
Inventories
|
121,332
|
|
123,490
|
|
|||
|
Prepaid expenses and other assets
|
220,579
|
|
226,960
|
|
|||
|
Derivative financial instruments
|
134,574
|
|
—
|
|
|||
|
Total current assets
|
837,022
|
|
801,083
|
|
|||
|
Property and equipment, net
|
18,777,778
|
|
18,193,627
|
|
|||
|
Goodwill
|
286,764
|
|
420,542
|
|
|||
|
Other assets
|
1,020,291
|
|
1,297,938
|
|
|||
|
$
|
20,921,855
|
|
$
|
20,713,190
|
|
||
|
Liabilities and Shareholders' Equity
|
|||||||
|
Current liabilities
|
|||||||
|
Current portion of long-term debt
|
$
|
899,677
|
|
$
|
799,630
|
|
|
|
Accounts payable
|
302,072
|
|
331,505
|
|
|||
|
Accrued interest
|
38,325
|
|
49,074
|
|
|||
|
Accrued expenses and other liabilities
|
658,601
|
|
635,138
|
|
|||
|
Derivative financial instruments
|
651,866
|
|
266,986
|
|
|||
|
Customer deposits
|
1,742,286
|
|
1,766,914
|
|
|||
|
Total current liabilities
|
4,292,827
|
|
3,849,247
|
|
|||
|
Long-term debt
|
7,767,378
|
|
7,644,318
|
|
|||
|
Other long-term liabilities
|
798,611
|
|
935,266
|
|
|||
|
Commitments and contingencies (Note 15)
|
|
|
|||||
|
Shareholders' equity
|
|||||||
|
Preferred stock ($0.01 par value; 20,000,000 shares authorized; none outstanding)
|
—
|
|
—
|
|
|||
|
Common stock ($0.01 par value; 500,000,000 shares authorized; 233,905,166 and 233,106,019 shares issued, December 31, 2015 and December 31, 2014, respectively)
|
2,339
|
|
2,331
|
|
|||
|
Paid-in capital
|
3,297,619
|
|
3,253,552
|
|
|||
|
Retained earnings
|
6,944,862
|
|
6,575,248
|
|
|||
|
Accumulated other comprehensive loss
|
(1,328,433
|
)
|
(896,994
|
)
|
|||
|
Treasury stock (15,911,971 and 13,808,683 common shares at cost, December 31, 2015 and December 31, 2014, respectively)
|
(853,348
|
)
|
(649,778
|
)
|
|||
|
Total shareholders' equity
|
8,063,039
|
|
8,284,359
|
|
|||
|
$
|
20,921,855
|
|
$
|
20,713,190
|
|
||
The accompanying notes are an integral part of these consolidated financial statements.
F-4
ROYAL CARIBBEAN CRUISES LTD.
|
Year Ended December 31,
|
|||||||||||
|
2015
|
2014
|
2013
|
|||||||||
|
(in thousands)
|
|||||||||||
|
Operating Activities
|
|||||||||||
|
Net income
|
$
|
665,783
|
|
$
|
764,146
|
|
$
|
473,692
|
|
||
|
Adjustments:
|
|||||||||||
|
Depreciation and amortization
|
827,008
|
|
772,445
|
|
754,711
|
|
|||||
|
Impairment of Pullmantur related assets
|
411,267
|
|
—
|
|
—
|
|
|||||
|
Restructuring related impairments
|
—
|
|
—
|
|
33,514
|
|
|||||
|
Net deferred income tax (benefit) expense
|
(10,001
|
)
|
(41,003
|
)
|
1,481
|
|
|||||
|
Loss on sale of property and equipment
|
—
|
|
17,401
|
|
—
|
|
|||||
|
Loss on derivative instruments not designated as hedges
|
59,162
|
|
48,637
|
|
19,287
|
|
|||||
|
Loss on extinguishment of unsecured senior notes
|
—
|
|
—
|
|
4,206
|
|
|||||
|
Changes in operating assets and liabilities:
|
|||||||||||
|
Decrease in trade and other receivables, net
|
63,102
|
|
100,095
|
|
95,401
|
|
|||||
|
Decrease (increase) in inventories
|
1,197
|
|
26,254
|
|
(4,321
|
)
|
|||||
|
Decrease (increase) in prepaid expenses and other assets
|
14,905
|
|
41,077
|
|
(22,657
|
)
|
|||||
|
(Decrease) increase in accounts payable
|
(25,278
|
)
|
(40,651
|
)
|
18,957
|
|
|||||
|
Decrease in accrued interest
|
(10,749
|
)
|
(53,951
|
)
|
(3,341
|
)
|
|||||
|
Increase (decrease) in accrued expenses and other liabilities
|
41,754
|
|
70,565
|
|
(6,714
|
)
|
|||||
|
(Decrease) increase in customer deposits
|
(92,849
|
)
|
14,885
|
|
37,077
|
|
|||||
|
Dividends received from unconsolidated affiliates
|
33,338
|
|
5,814
|
|
5,093
|
|
|||||
|
Other, net
|
(32,273
|
)
|
18,045
|
|
5,682
|
|
|||||
|
Net cash provided by operating activities
|
1,946,366
|
|
1,743,759
|
|
1,412,068
|
|
|||||
|
Investing Activities
|
|||||||||||
|
Purchases of property and equipment
|
(1,613,340
|
)
|
(1,811,398
|
)
|
(763,777
|
)
|
|||||
|
Cash paid on settlement of derivative financial instruments
|
(178,597
|
)
|
(68,098
|
)
|
(17,338
|
)
|
|||||
|
Investments in and loans to unconsolidated affiliates
|
(56,163
|
)
|
(188,595
|
)
|
(70,626
|
)
|
|||||
|
Cash received on loans to unconsolidated affiliates
|
124,253
|
|
76,167
|
|
23,372
|
|
|||||
|
Proceeds from sale of property and equipment
|
—
|
|
220,000
|
|
—
|
|
|||||
|
Other, net
|
(19,128
|
)
|
1,546
|
|
3,831
|
|
|||||
|
Net cash used in investing activities
|
(1,742,975
|
)
|
(1,770,378
|
)
|
(824,538
|
)
|
|||||
|
Financing Activities
|
|||||||||||
|
Debt proceeds
|
4,399,501
|
|
4,153,958
|
|
2,449,464
|
|
|||||
|
Debt issuance costs
|
(68,020
|
)
|
(72,974
|
)
|
(57,622
|
)
|
|||||
|
Repayments of debt
|
(4,118,553
|
)
|
(3,724,218
|
)
|
(2,856,481
|
)
|
|||||
|
Purchase of treasury stock
|
(200,000
|
)
|
(236,074
|
)
|
—
|
|
|||||
|
Dividends paid
|
(280,212
|
)
|
(198,952
|
)
|
(143,629
|
)
|
|||||
|
Proceeds from exercise of common stock options
|
11,252
|
|
70,879
|
|
30,125
|
|
|||||
|
Cash received on settlement of derivative financial instruments
|
—
|
|
22,835
|
|
—
|
|
|||||
|
Other, net
|
2,520
|
|
2,026
|
|
1,517
|
|
|||||
|
Net cash (used in) provided by financing activities
|
(253,512
|
)
|
17,480
|
|
(576,626
|
)
|
|||||
|
Effect of exchange rate changes on cash
|
(17,555
|
)
|
(6,307
|
)
|
(1,072
|
)
|
|||||
|
Net (decrease) increase in cash and cash equivalents
|
(67,676
|
)
|
(15,446
|
)
|
9,832
|
|
|||||
The accompanying notes are an integral part of these consolidated financial statements.
F-5
|
Cash and cash equivalents at beginning of year
|
189,241
|
|
204,687
|
|
194,855
|
|
|||||
|
Cash and cash equivalents at end of year
|
$
|
121,565
|
|
$
|
189,241
|
|
$
|
204,687
|
|
||
|
Supplemental Disclosures
|
|||||||||||
|
Cash paid during the year for:
|
|||||||||||
|
Interest, net of amount capitalized
|
$
|
248,611
|
|
$
|
276,933
|
|
$
|
319,476
|
|
||
|
|
|||||||||||
|
Non-Cash Investing Activities
|
|||||||||||
|
Purchase of property and equipment through asset trade-in
|
$
|
—
|
|
$
|
—
|
|
$
|
46,375
|
|
||
The accompanying notes are an integral part of these consolidated financial statements.
F-6
ROYAL CARIBBEAN CRUISES LTD.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
|
Common Stock
|
Paid-in Capital
|
Retained Earnings
|
Accumulated Other Comprehensive Income (Loss)
|
Treasury Stock
|
Total Shareholders' Equity
|
||||||||||||||||||
|
(in thousands)
|
|||||||||||||||||||||||
|
Balances at January 1, 2013
|
$
|
2,291
|
|
$
|
3,109,887
|
|
$
|
5,744,791
|
|
$
|
(134,516
|
)
|
$
|
(413,704
|
)
|
$
|
8,308,749
|
|
|||||
|
Issuance under employee related plans
|
17
|
|
49,151
|
|
—
|
|
—
|
|
—
|
|
49,168
|
|
|||||||||||
|
Common Stock dividends
|
—
|
|
—
|
|
(162,727
|
)
|
—
|
|
—
|
|
(162,727
|
)
|
|||||||||||
|
Dividends declared by Pullmantur Air, S.A.
(1)
|
—
|
|
—
|
|
(804
|
)
|
—
|
|
—
|
|
(804
|
)
|
|||||||||||
|
Changes related to cash flow derivative hedges
|
—
|
|
—
|
|
—
|
|
127,829
|
|
—
|
|
127,829
|
|
|||||||||||
|
Change in defined benefit plans
|
—
|
|
—
|
|
—
|
|
10,829
|
|
—
|
|
10,829
|
|
|||||||||||
|
Foreign currency translation adjustments
|
—
|
|
—
|
|
—
|
|
1,529
|
|
—
|
|
1,529
|
|
|||||||||||
|
Net income
|
—
|
|
—
|
|
473,692
|
|
—
|
|
—
|
|
473,692
|
|
|||||||||||
|
Balances at December 31, 2013
|
2,308
|
|
3,159,038
|
|
6,054,952
|
|
5,671
|
|
(413,704
|
)
|
8,808,265
|
|
|||||||||||
|
Issuance under employee related plans
|
23
|
|
94,514
|
|
—
|
|
—
|
|
—
|
|
94,537
|
|
|||||||||||
|
Common Stock dividends
|
—
|
|
—
|
|
(243,550
|
)
|
—
|
|
—
|
|
(243,550
|
)
|
|||||||||||
|
Dividends declared by non-controlling interest
(2)
|
—
|
|
—
|
|
(300
|
)
|
—
|
|
—
|
|
(300
|
)
|
|||||||||||
|
Changes related to cash flow derivative hedges
|
—
|
|
—
|
|
—
|
|
(869,350
|
)
|
—
|
|
(869,350
|
)
|
|||||||||||
|
Change in defined benefit plans
|
—
|
|
—
|
|
—
|
|
(7,213
|
)
|
—
|
|
(7,213
|
)
|
|||||||||||
|
Foreign currency translation adjustments
|
—
|
|
—
|
|
—
|
|
(26,102
|
)
|
—
|
|
(26,102
|
)
|
|||||||||||
|
Purchases of Treasury Stock
|
—
|
|
—
|
|
—
|
|
—
|
|
(236,074
|
)
|
(236,074
|
)
|
|||||||||||
|
Net income
|
—
|
|
—
|
|
764,146
|
|
—
|
|
—
|
|
764,146
|
|
|||||||||||
|
Balances at December 31, 2014
|
2,331
|
|
3,253,552
|
|
6,575,248
|
|
(896,994
|
)
|
(649,778
|
)
|
8,284,359
|
|
|||||||||||
|
Issuance under employee related plans
|
8
|
|
40,497
|
|
—
|
|
—
|
|
—
|
|
40,505
|
|
|||||||||||
|
Common Stock dividends
|
—
|
|
—
|
|
(296,169
|
)
|
—
|
|
—
|
|
(296,169
|
)
|
|||||||||||
|
Changes related to cash flow derivative hedges
|
—
|
|
—
|
|
—
|
|
(406,047
|
)
|
—
|
|
(406,047
|
)
|
|||||||||||
|
Change in defined benefit plans
|
—
|
|
—
|
|
—
|
|
4,760
|
|
—
|
|
4,760
|
|
|||||||||||
|
Foreign currency translation adjustments
|
—
|
|
—
|
|
—
|
|
(30,152
|
)
|
—
|
|
(30,152
|
)
|
|||||||||||
|
Purchases of Treasury Stock
|
—
|
|
3,570
|
|
—
|
|
—
|
|
(203,570
|
)
|
(200,000
|
)
|
|||||||||||
|
Net income
|
—
|
|
—
|
|
665,783
|
|
—
|
|
—
|
|
665,783
|
|
|||||||||||
|
Balances at December 31, 2015
|
$
|
2,339
|
|
$
|
3,297,619
|
|
$
|
6,944,862
|
|
$
|
(1,328,433
|
)
|
$
|
(853,348
|
)
|
$
|
8,063,039
|
|
|||||
___________________________________
|
(1)
|
Dividends declared by Pullmantur Air, S.A. to its non-controlling shareholder.
|
|
(2)
|
Dividends declared by Falmouth Land Company Limited to its non-controlling shareholder.
|
The following table summarizes activity in accumulated other comprehensive income (loss) related to derivatives designated as cash flow hedges (in thousands):
|
Year Ended December 31,
|
|||||||||||
|
2015
|
2014
|
2013
|
|||||||||
|
Accumulated net (loss) gain on cash flow derivative hedges at beginning of year
|
$
|
(826,026
|
)
|
$
|
43,324
|
|
$
|
(84,505
|
)
|
||
|
Net (loss) gain on cash flow derivative hedges
|
(697,671
|
)
|
(919,094
|
)
|
188,073
|
|
|||||
|
Net loss (gain) reclassified into earnings
|
291,624
|
|
49,744
|
|
(60,244
|
)
|
|||||
|
Accumulated net (loss) gain on cash flow derivative hedges at end of year
|
$
|
(1,232,073
|
)
|
$
|
(826,026
|
)
|
$
|
43,324
|
|
||
The accompanying notes are an integral part of these consolidated financial statements.
F-7
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1.
General
Description of Business
We are a global cruise company. We own 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 as of
December 31, 2015
. Our ships operate on a selection of worldwide itineraries that call on approximately
490
destinations on all
seven
continents.
Basis for Preparation of Consolidated Financial Statements
The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Estimates are required for the preparation of financial statements in accordance with these principles. Actual results could differ from these estimates. Refer to Note 2.
Summary of Significant Accounting Policies
for a discussion of our significant accounting policies.
All significant intercompany accounts and transactions are eliminated in consolidation. We consolidate entities over which we have control, usually evidenced by a direct ownership interest of greater than
50%
, and variable interest entities where we are determined to be the primary beneficiary. Refer to Note 6.
Other Assets
for further information regarding our variable interest entities. For affiliates we do not control but over which we have significant influence on financial and operating policies, usually evidenced by a direct ownership interest from
20%
to
50%
, the investment is accounted for using the equity method. We consolidate the operating results of Pullmantur and CDF Croisières de France on a two-month lag to allow for more timely preparation of our consolidated financial statements. No material events or transactions affecting Pullmantur or CDF Croisières de France have occurred during the
two
-month lag period of November and December
2015
that would require disclosure or adjustment to our consolidated financial statements as of
December 31, 2015
.
Note 2.
Summary of Significant Accounting Policies
Revenues and Expenses
Deposits received on sales of passenger cruises are initially recorded as customer deposit liabilities on our balance sheet. Customer deposits are subsequently recognized as passenger ticket revenues, together with revenues from onboard and other goods and services and all associated cruise operating expenses of a voyage.
Historically, we recognized revenues and cruise operating expenses for our shorter voyages (voyages of ten days or less) upon voyage completion while we recognized revenues and cruise operating expenses for voyages in excess of ten days on a pro-rata basis. We followed this completed voyage recognition approach on our shorter voyages because the difference between prorating revenue from such voyages and recognizing such revenue at the completion of the voyage was immaterial to our consolidated financial statements. As of September 30, 2014, we changed our methodology and recognized passenger ticket revenues, revenues from onboard and other goods and services and all associated cruise operating expenses for all of our uncompleted voyages on a pro-rata basis. We believe that recognizing revenues and cruise operating expenses on a pro-rata basis for all voyages is preferable as revenues and expenses are recorded in the period in which the revenue generating activities are performed.
The effect of this change was an increase to
Passenger ticket revenues
and
Onboard and other revenues
, as well as an increase to our
Cruise operating expenses
. The change was not individually material to our revenues or any of our cruise operating expenses, and resulted in an aggregate increase to operating income and net income of
$53.2 million
for the year ended December 31, 2014. In addition, the change has not been retrospectively applied to prior periods, as the impact of prorating all voyages was immaterial to the respective periods presented.
F-8
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Revenues and expenses include port costs that vary with guest head counts. The amounts of such port costs included in
Passenger ticket revenues
on a gross basis were
$561.1 million
,
$546.6 million
and
$494.2 million
for the years
2015
,
2014
and
2013
, respectively.
Cash and Cash Equivalents
Cash and cash equivalents include cash and marketable securities with original maturities of less than 90 days.
Inventories
Inventories consist of provisions, supplies and fuel carried at the lower of cost (weighted-average) or market.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and amortization. We capitalize interest as part of the cost of acquiring certain assets. Improvement costs that we believe add value to our ships are capitalized as additions to the ship and depreciated over the shorter of the improvements' estimated useful lives or that of the associated ship. The estimated cost and accumulated depreciation of replaced or refurbished ship components are written off and any resulting losses are recognized in
Cruise operating expenses
. Liquidated damages received from shipyards as a result of the late delivery of a new ship are recorded as reductions to the cost basis of the ship.
Depreciation of property and equipment is computed using the straight-line method over the estimated useful life of the asset. The useful lives of our ships are generally
30 years
, net of a
15%
projected residual value. The 30-year useful life of our newly constructed ships and
15%
associated residual value are both based on the weighted-average of all major components of a ship. Our useful life and residual value estimates take into consideration the impact of anticipated technological changes, long-term cruise and vacation market conditions and historical useful lives of similarly-built ships. In addition, we take into consideration our estimates of the weighted-average useful lives of the ships' major component systems, such as hull, superstructure, main electric, engines and cabins. Depreciation for assets under capital leases is computed using the shorter of the lease term or related asset life.
Depreciation of property and equipment is computed utilizing the following useful lives:
|
Years
|
|
|
Ships
|
generally 30
|
|
Ship improvements
|
3-20
|
|
Buildings and improvements
|
10-40
|
|
Computer hardware and software
|
3-5
|
|
Transportation equipment and other
|
3-30
|
|
Leasehold improvements
|
Shorter of remaining lease term or useful life 3-30
|
We review long-lived assets for impairment whenever events or changes in circumstances indicate, based on estimated undiscounted future cash flows, that the carrying amount of these assets may not be fully recoverable. For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets 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 use the deferral method to account for drydocking costs. Under the deferral method, drydocking costs incurred are deferred and charged to expense on a straight-line basis over the period to the next scheduled drydock, which we estimate to be a period of
thirty
to
sixty
months based on the vessel's age as required by Class. Deferred drydock costs consist of the costs to drydock the vessel and other costs incurred in connection with the drydock which are necessary to maintain the vessel's Class certification. Class certification is necessary in order for our cruise ships to be flagged
F-9
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
in a specific country, obtain liability insurance and legally operate as passenger cruise ships. The activities associated with those drydocking costs cannot be performed while the vessel is in service and, as such, are done during a drydock as a planned major maintenance activity. The significant deferred drydock costs consist of hauling and wharfage services provided by the drydock facility, hull inspection and related activities (e.g., scraping, pressure cleaning, bottom painting), maintenance to steering propulsion, thruster equipment and ballast tanks, port services such as tugs, pilotage and line handling, and freight associated with these items. We perform a detailed analysis of the various activities performed for each drydock and only defer those costs that are directly related to planned major maintenance activities necessary to maintain Class. The costs deferred are not otherwise routinely periodically performed to maintain a vessel's designed and intended operating capability. Repairs and maintenance activities are charged to expense as incurred.
Goodwill
Goodwill represents the excess of cost over the fair value of net tangible and identifiable intangible assets acquired. We review goodwill for impairment at the reporting unit level annually or, when events or circumstances dictate, more frequently. The impairment review for goodwill consists of a qualitative assessment of whether it is more-likely-than-not that a reporting unit's fair value is less than its carrying amount, and if necessary, a two-step goodwill impairment test. Factors to consider when performing the qualitative assessment include general economic conditions, limitations on accessing capital, changes in forecasted operating results, changes in fuel prices and fluctuations in foreign exchange rates. If the qualitative assessment demonstrates that it is more-likely-than-not that the estimated fair value of the reporting unit exceeds its carrying value, it is not necessary to perform the two-step goodwill impairment test. We may elect to bypass the qualitative assessment and proceed directly to step one, for any reporting unit, in any period. On a periodic basis, we elect to bypass the qualitative assessment and proceed to step one to corroborate the results of recent years' qualitative assessments. We can resume the qualitative assessment for any reporting unit in any subsequent period. When performing the two-step goodwill impairment test, the fair value of the reporting unit is determined and compared to the carrying value of the net assets allocated to the reporting unit. If the fair value of the reporting unit exceeds its carrying value, no further analysis or write-down of goodwill is required. If the fair value of the reporting unit is less than the carrying value of its net assets, the implied fair value of the reporting unit is allocated to all its underlying assets and liabilities, including both recognized and unrecognized tangible and intangible assets, based on their fair value. If necessary, goodwill is then written down to its implied fair value.
Intangible Assets
In connection with our acquisitions, we have acquired certain intangible assets to which value has been assigned based on our estimates. Intangible assets that are deemed to have an indefinite life are not amortized, but are subject to an annual impairment test, or when events or circumstances dictate, more frequently. The indefinite-life intangible asset impairment test consists of a comparison of the fair value of the indefinite-life intangible asset with its carrying amount. If the carrying amount exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. If the fair value exceeds its carrying amount, the indefinite-life intangible asset is not considered impaired.
Other intangible assets assigned finite useful lives are amortized on a straight-line basis over their estimated useful lives.
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.
F-10
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Advertising Costs
Advertising costs are expensed as incurred except those costs which result in tangible assets, such as brochures, which are treated as prepaid expenses and charged to expense as consumed. Advertising costs consist of media advertising as well as brochure, production and direct mail costs.
Media advertising was
$242.8 million
,
$205.2 million
and
$205.8 million
, and brochure, production and direct mail costs were
$127.1 million
,
$136.7 million
and
$137.1 million
for the years
2015
,
2014
and
2013
, respectively.
Derivative Instruments
We enter into various forward, swap and option contracts to manage our interest rate exposure and to limit our exposure to fluctuations in foreign currency exchange rates and fuel prices. These instruments are recorded on the balance sheet at their fair value and the vast majority are designated as hedges. We also use non-derivative financial instruments designated as hedges of our net investment in our foreign operations and investments. Although certain of our derivative financial instruments do not qualify or are not accounted for under hedge accounting, we do not hold or issue derivative financial instruments for trading or other speculative purposes.
At inception of the hedge relationship, a derivative instrument that hedges the exposure to changes in the fair value of a firm commitment or a recognized asset or liability is designated as a fair value hedge. A derivative instrument that hedges a forecasted transaction or the variability of cash flows related to a recognized asset or liability is designated as a cash flow hedge.
Changes in the fair value of derivatives that are designated as fair value hedges are offset against changes in the fair value of the underlying hedged assets, liabilities or firm commitments. Gains and losses on derivatives that are designated as cash flow hedges are recorded as a component of
Accumulated other comprehensive loss
until the underlying hedged transactions are recognized in earnings. The foreign currency transaction gain or loss of our non-derivative financial instruments designated as hedges of our net investment in foreign operations and investments are recognized as a component of
Accumulated other comprehensive loss
along with the associated foreign currency translation adjustment of the foreign operation.
On an ongoing basis, we assess whether derivatives used in hedging transactions are "highly effective" in offsetting changes in the fair value or cash flow of hedged items. We use the long-haul method to assess hedge effectiveness using regression analysis for each hedge relationship under our interest rate, foreign currency and fuel hedging programs. We apply the same methodology on a consistent basis for assessing hedge effectiveness to all hedges within each hedging program (i.e., interest rate, foreign currency and fuel). We perform regression analyses over an observation period of up to three years, utilizing market data relevant to the hedge horizon of each hedge relationship. High effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the changes in the fair values of the derivative instrument and the hedged item. The determination of ineffectiveness is based on the amount of dollar offset between the change in fair value of the derivative instrument and the change in fair value of the hedged item at the end of the reporting period. If it is determined that a derivative is not highly effective as a hedge or hedge accounting is discontinued, any change in fair value of the derivative since the last date at which it was determined to be effective is recognized in earnings. In addition, the ineffective portion of our highly effective hedges is immediately recognized in earnings and reported in
Other income (expense)
in our consolidated statements of comprehensive income (loss).
Cash flows from derivative instruments that are designated as fair value or cash flow hedges are classified in the same category as the cash flows from the underlying hedged items. In the event that hedge accounting is discontinued, cash flows subsequent to the date of discontinuance are classified within investing activities. Cash flows from derivative instruments not designated as hedging instruments are classified as investing activities.
We consider the classification of the underlying hedged item’s cash flows in determining the classification for the designated derivative instrument’s cash flows. We classify derivative instrument cash flows from hedges of benchmark interest rate or hedges of fuel expense as operating activities due to the nature of the hedged item. Likewise,
F-11
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
we classify derivative instrument cash flows from hedges of foreign currency risk on our newbuild ship payments as investing activities and derivative instrument cash flows from hedges of foreign currency risk on debt payments as financing activities.
Foreign Currency Translations and Transactions
We translate assets and liabilities of our foreign subsidiaries whose functional currency is the local currency, at exchange rates in effect at the balance sheet date. We translate revenues and expenses at weighted-average exchange rates for the period. Equity is translated at historical rates and the resulting foreign currency translation adjustments are included as a component of
Accumulated other comprehensive loss
, which is reflected as a separate component of
Shareholders' equity
. Exchange gains or losses arising from the remeasurement of monetary assets and liabilities denominated in a currency other than the functional currency of the entity involved are immediately included in our earnings, except for certain liabilities that have been designated to act as a hedge of a net investment in a foreign operation or investment. Exchange gains were
$34.6 million
,
$49.5 million
and
$13.4 million
for the years
2015
,
2014
and
2013
, respectively, and were recorded within
Other income (expense)
. The majority of our transactions are settled in United States dollars. Gains or losses resulting from transactions denominated in other currencies are recognized in income at each balance sheet date.
Concentrations of Credit Risk
We monitor our credit risk associated with financial and other institutions with which we conduct significant business and, to minimize these risks, we select counterparties with credit risks acceptable to us and we seek to limit our exposure to an individual counterparty. Credit risk, including but not limited to counterparty nonperformance under derivative instruments, our credit facilities and new ship progress payment guarantees, is not considered significant, as we primarily conduct business with large, well-established financial institutions, insurance companies and export credit agencies many of which we have long-term relationships with and which have credit risks acceptable to us or where the credit risk is spread out among a large number of counterparties. As of December 31, 2015, we had counterparty credit risk exposure under our derivative instruments of approximately
$4.8 million
, which was limited to the cost of replacing the contracts in the event of non-performance by the counterparties to the contracts, all of which are currently our lending banks. As of December 31, 2014, we did not have any exposure under our derivative instruments. We do not anticipate nonperformance by any of our significant counterparties. In addition, we have established guidelines we follow regarding credit ratings and instrument maturities to maintain safety and liquidity. We do not normally require collateral or other security to support credit relationships; however, in certain circumstances this option is available to us.
Earnings Per Share
Basic earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share incorporates the incremental shares issuable upon the assumed exercise of stock options and conversion of potentially dilutive securities.
Stock-Based Employee Compensation
We measure and recognize compensation expense at the estimated fair value of employee stock awards. Compensation expense for awards and the related tax effects are recognized as they vest. We use the estimated amount of expected forfeitures to calculate compensation costs for all outstanding awards.
Segment Reporting
We 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
F-12
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
and revenue components. In addition, our brands source passengers from similar markets around the world and operate in similar economic environments with a significant degree of commercial overlap. As a result, our brands (including TUI Cruises) have been aggregated as a single reportable segment based on the similarity of their economic characteristics, types of consumers, regulatory environment, maintenance requirements, supporting systems and processes as well as products and services provided. Our Chairman and Chief Executive Officer has been identified as the chief operating decision-maker and all significant operating decisions including the allocation of resources are based upon the analyses of the Company as
one
segment.
Information by geographic area is shown in the table below. Passenger ticket revenues are attributed to geographic areas based on where the reservation originates.
|
|
2015
|
|
2014
|
|
2013
|
|
Passenger ticket revenues:
|
|
|
|||
|
United States
|
55%
|
|
53%
|
52%
|
|
|
All other countries
|
45%
|
|
47%
|
48%
|
|
Recent Accounting Pronouncements
In May 2014, amended GAAP guidance was issued to clarify the principles used to recognize revenue for all entities. The guidance is based on the principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not comprehensively addressed in the prior accounting guidance. This guidance must be applied using one of two retrospective application methods. In August 2015, the effective date of this guidance was deferred by one year and will now be effective for our annual reporting period beginning after December 15, 2017, including interim periods therein. Early adoption is permitted for our annual reporting period beginning after December 15, 2016, including interim periods therein. We are currently evaluating the impact, if any, of the adoption of this newly issued guidance to our consolidated financial statements.
In August 2014, GAAP guidance was issued requiring management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures. This guidance will be effective for our annual reporting period ending after December 15, 2016 and for annual periods and interim periods thereafter. Early adoption is permitted. The adoption of this newly issued guidance is not expected to have an impact to our consolidated financial statements.
In January 2015, amended GAAP guidance was issued changing the requirements for reporting extraordinary and unusual items in the income statement. The update eliminates the concept of extraordinary items. The presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained and will be expanded to include items that are both unusual in nature and infrequently occurring. A reporting entity may apply the amendments prospectively or retrospectively to all periods presented in the financial statements. The guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The adoption of this newly issued guidance is not expected to have an impact to our consolidated financial statements.
In February 2015, amended GAAP guidance was issued affecting current consolidation guidance. The guidance changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. This guidance must be applied using one of two retrospective application methods and will be effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in any interim period. The adoption of this newly issued guidance is not expected to have an impact to our consolidated financial statements.
F-13
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In April 2015, amended GAAP guidance was issued simplifying the presentation of debt issuance costs. The guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by these amendments. Additionally, in August 2015, amended GAAP guidance was issued to clarify the presentation of debt issuance costs associated with line-of-credit arrangements. The amendments continue to allow an entity to present debt issuance costs as an asset with subsequent amortization over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. This guidance should be applied on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. The guidance will be effective for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The adoption of this newly issued guidance is not expected to have an impact to our consolidated financial statements, with the exception of reclassifying debt issuance costs from
Other assets
to be reflected as a reduction of our current and long-term liabilities.
In April 2015, amended GAAP guidance was issued to provide a practical expedient for the measurement date of an employer's defined benefit obligation and plan assets. The guidance provides a practical expedient for entities with a fiscal year-end that does not coincide with a month-end and for contributions or significant events that occur between the month-end date and an entity's fiscal year end. The guidance will be effective for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. Earlier application is permitted. The adoption of this newly issued guidance is not expected to have an impact to our consolidated financial statements.
In April 2015, amended GAAP guidance was issued to clarify a customer’s accounting for fees paid in a cloud computing arrangement. The amendments provide guidance to customers about whether a cloud computing arrangement includes a software license or if the arrangement should be accounted for as a service contract. This guidance will impact the accounting of software licenses but will not change a customer’s accounting for service contracts. The guidance will be effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. An entity can elect to adopt the amendments either prospectively or retrospectively. The adoption of this newly issued guidance is not expected to have a material impact to our consolidated financial statements.
In July 2015, amended GAAP guidance was issued to simplify the measurement of inventory for all entities. The amendments apply to all inventory that is measured using first-in, first-out or average cost. The guidance requires an entity to measure inventory at the lower of cost and net realizable value. The guidance must be applied prospectively and will be effective for our interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted as of the beginning of an interim or annual reporting period. The adoption of this newly issued guidance is not expected to have a material impact to our consolidated financial statements.
In September 2015, amended GAAP guidance was issued to simplify the accounting for measurement-period adjustments related to business combinations. The amendments require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustments are determined and eliminates the requirement to retroactively adjust the provisional amounts recognized at the acquisition date. The guidance will be effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments should be applied prospectively to measurement period adjustments that occur after the effective date. Early adoption is permitted for financial statements that have not been issued. The adoption of this newly issued guidance is not expected to have a material impact to our consolidated financial statements.
In November 2015, amended GAAP guidance was issued to simplify the presentation of deferred income taxes. The amendments require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position and eliminates the classification between current and noncurrent amounts. The guidance will be
F-14
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
effective for financial statements issued for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. An entity can elect to adopt the amendments either prospectively or retrospectively. Early adoption is permitted as of the beginning of an interim or annual reporting period. The adoption of this newly issued guidance is not expected to have a material impact to our consolidated financial statements.
In January 2016, amended GAAP guidance was issued to address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The amendments primarily impact the accounting for certain equity investments, the accounting for financial liabilities subject to the fair value option, the presentation and disclosure requirements for financial instruments and change the assessment of valuation allowances related to recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The guidance will be effective for financial statements issued for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted for financial statements of fiscal years and interim periods that have not yet been issued or that have not yet been made available for issuance as of the beginning of the fiscal year of adoption. The adoption of this newly issued guidance is not expected to have a material impact to our consolidated financial statements.
Reclassifications
On January 1, 2015, we adopted ASC 853, Service Concession Arrangements ("ASC 853"), using the modified retrospective approach. Due to the adoption of ASC 853,
$41.9 million
has been reclassified in the consolidated balance sheet, as of December 31, 2014, from
Property and equipment, net
to
Other assets
in order to conform to the current year presentation. The adoption of this guidance did not have a material impact to our consolidated financial statements as of and for the year ended December 31, 2015.
For the year ended December 31, 2014 and December 31, 2013, a net deferred income tax expense of
$3.4 million
and
$3.3 million
, respectively, has been reclassified in the consolidated statements of cash flows from
Other, net
to
Net deferred income tax (benefit) expense
within
Net cash provided by operating activities
in order to conform to the current year presentation.
Note 3.
Goodwill
The carrying amount of goodwill attributable to our Royal Caribbean International and Pullmantur reporting units and the changes in such balances during the years ended December 31, 2015 and 2014 were as follows (in thousands):
|
Royal
Caribbean International |
Pullmantur
|
Total
|
|||||||||
|
Balance at December 31, 2013
|
$
|
287,124
|
|
$
|
152,107
|
|
$
|
439,231
|
|
||
|
Foreign currency translation adjustment
|
(166
|
)
|
(18,523
|
)
|
(18,689
|
)
|
|||||
|
Balance at December 31, 2014
|
286,958
|
|
133,584
|
|
420,542
|
|
|||||
|
Impairment charge
|
—
|
|
(123,814
|
)
|
(123,814
|
)
|
|||||
|
Foreign currency translation adjustment
|
(194
|
)
|
(9,770
|
)
|
(9,964
|
)
|
|||||
|
Balance at December 31, 2015
|
$
|
286,764
|
|
$
|
—
|
|
$
|
286,764
|
|
||
During the fourth quarter of 2015, we performed our annual impairment review of goodwill for the Royal Caribbean International reporting unit. We elected to bypass the qualitative assessment and proceeded directly to step one of the two-step goodwill impairment test to corroborate the results of recent years' qualitative assessments. As a result of the test, we determined the fair value of the Royal Caribbean International reporting unit exceeded its carrying value by approximately
90%
resulting in no impairment to Royal Caribbean International goodwill.
Additionally, we performed an interim impairment evaluation of Pullmantur's goodwill in connection with the preparation of our financial statements during the quarter ended September 30, 2015. We estimated the fair value of
F-15
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
the Pullmantur reporting unit using a probability-weighted discounted cash flow model. The estimation of future cash flows requires 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 and economic business conditions, among other factors.
Pullmantur is a brand that historically targeted primarily the Spanish and Latin American markets. These markets have experienced significant volatility and the brand has adopted various changes to its operating strategy as a result. Most recently, in response to favorable economic expectations in Latin America, especially Brazil, management undertook a positioning of the brand to increase sourcing of guests and to deliver deployment for Latin American consumers; transferring newer and more efficient capacity to the brand; and selling Pullmantur’s non-core businesses to allow the brand to focus on the core cruise business.
However, the Latin American resurgence was short lived and the core Latin American economies, including Brazil, Mexico, Argentina and Venezuela, have regressed and their currencies have materially depreciated versus the US dollar. Most notably, the Brazilian Real devalued by approximately
22%
relative to the US dollar during the third quarter of 2015.
In light of the increased challenges facing Pullmantur’s Latin American strategy, we made a decision to significantly change that strategy from growing the brand through vessel transfers to a right-sizing strategy during the third quarter of 2015. This right-sizing strategy includes reducing our exposure to Latin America, refocusing on the brand’s core market of Spain and, consequently, reducing the size of Pullmantur’s fleet. This strategic change includes a decision to redeploy Pullmantur’s
Empress
to the Royal Caribbean International brand as well as a decision to cancel the intended transfer of the
Majesty of the Seas
to Pullmantur. As we previously disclosed, the planned growth of the Pullmantur fleet through the transfer of vessels into the brand has been the most significant assumption within Pullmantur's projected cash flows supporting the recoverability of the Pullmantur reporting unit’s goodwill and trademarks and trade names. Our decision to reduce the size of Pullmantur’s fleet significantly decreases the cash flow projections which have been the basis of our impairment analysis.
During the third quarter of 2015, due to the previously described market conditions and our recent decision to reduce our exposure to Latin America, refocus on the brand’s core Spanish market and reduce the brand's overall capacity, we reviewed the two-step goodwill impairment test based on the updated cash flow projections. As a result of this analysis, we determined that the carrying value of the Pullmantur reporting unit exceeded its fair value. Accordingly, upon the completion of the two-step impairment test, we recognized a goodwill impairment charge of
$123.8 million
. The charge reflects the full carrying amount of the goodwill leaving Pullmantur with no goodwill on its books. This impairment charge was recognized in earnings during the third quarter of 2015 and is reported within
Impairment of Pullmantur related assets
within our consolidated statements of comprehensive income (loss). Refer to Note 14.
Fair Value Measurements and Derivative Instruments
for further discussion.
For the years ended December 31, 2014 and December 31, 2013, we did not record an impairment of goodwill for our reporting units. Accumulated goodwill impairment losses as of December 31, 2015 were
$443.0 million
attributable to our Pullmantur reporting unit.
Note 4.
Intangible Assets
Intangible assets are reported in
Other assets
in our consolidated balance sheets and consist of the following (in thousands):
F-16
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
2015
|
2014
|
||||||
|
Indefinite-life intangible asset—Pullmantur trademarks and trade names
|
$
|
188,038
|
|
$
|
214,112
|
|
|
|
Impairment charge
|
(174,285
|
)
|
—
|
|
|||
|
Foreign currency translation adjustment
|
(13,753
|
)
|
(26,074
|
)
|
|||
|
Total
|
$
|
—
|
|
$
|
188,038
|
|
|
As described in Note 3.
Goodwill
, the increased challenges facing Pullmantur's Latin American strategy led to our decision to significantly change Pullmantur's strategy from growing the brand through vessel transfers to a right-sizing strategy causing us to negatively adjust our cash flow projections for the Pullmantur reporting unit.
As a result, during the third quarter of
2015
, we performed an interim impairment evaluation of Pullmantur's trademarks and trade names using a discounted cash flow model and the relief-from-royalty method to compare the fair value of these indefinite-lived intangible assets to its carrying value. We used a discount rate comparable to the rate used in valuing the Pullmantur reporting unit in our goodwill impairment test.
Based on our updated cash flow projections, we determined that the fair value of Pullmantur’s trademarks and trade names no longer exceeded their carrying value. Accordingly, we recognized an impairment charge of approximately
$174.3 million
to write down trademarks and trade names to their fair value. The charge reflects the full carrying amount of the trademark and trade names leaving Pullmantur with no intangible assets on its books. This impairment charge was recognized in earnings during the third quarter of 2015 and is reported within
Impairment of Pullmantur related assets
within our consolidated statements of comprehensive income (loss). Refer to Note 14.
Fair Value Measurements and Derivative Instruments
for further discussion.
For the years ended December 31, 2014 and December 31, 2013, we did not record an impairment of Pullmantur's trademark and trade names.
Finite-life intangible assets had a net carrying amount of zero as of December 31,
2015
, December 31, 2014 and December 31, 2013.
Note 5.
Property and Equipment
Property and equipment consists of the following (in thousands):
|
2015
|
2014
|
||||||
|
Ships
|
$
|
22,102,025
|
|
$
|
21,620,336
|
|
|
|
Ship improvements
|
2,019,294
|
|
1,904,524
|
|
|||
|
Ships under construction
|
734,998
|
|
561,779
|
|
|||
|
Land, buildings and improvements, including leasehold improvements and port facilities
|
337,109
|
|
303,394
|
|
|||
|
Computer hardware and software, transportation equipment and other
|
1,025,264
|
|
889,579
|
|
|||
|
Total property and equipment
|
26,218,690
|
|
25,279,612
|
|
|||
|
Less—accumulated depreciation and amortization
|
(7,440,912
|
)
|
(7,085,985
|
)
|
|||
|
$
|
18,777,778
|
|
$
|
18,193,627
|
|
||
Ships under construction include progress payments for the construction of new ships as well as planning, design, interest and other associated costs. We capitalized interest costs of
$26.5 million
,
$28.8 million
and
$17.9 million
for the years
2015
,
2014
and
2013
, respectively.
We review our long-lived assets for impairment whenever events or changes in circumstances indicate potential impairment. In conjunction with performing the two-step goodwill impairment test for the Pullmantur reporting unit, 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
F-17
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
asset impairment test. The decision to significantly reduce our exposure to the Latin American market negatively impacted the expected undiscounted cash flows of these vessels and aircraft and resulted in an impairment charge of
$113.2 million
to write down these assets to their estimated fair values. This impairment charge was recognized in earnings during the third quarter of 2015 and is reported within
Impairment of Pullmantur related assets
within our consolidated statements of comprehensive income (loss). Additionally, during 2013, the fair value of Pullmantur's aircraft were determined to be less than their carrying value which led to a restructuring related impairment charge of
$13.5 million
. Furthermore, Pullmantur's non-core businesses met the accounting criteria to be classified as held for sale during the fourth quarter of 2013 which led to restructuring related impairment charges of
$18.2 million
to adjust the carrying value of property and equipment held for sale to its fair value, less cost to sell. These impairment charges were reported within
Restructuring and related impairment charges
in our consolidated statements of comprehensive income (loss).
During
2015
, our conditional agreements with STX France to build two ships of a new generation of Celebrity Cruises ships, known as "Project Edge" became effective. In addition, our conditional agreement with Meyer Werft to build the fourth and fifth Quantum-class ships for Royal Caribbean International became effective.
Refer to Note 15.
Commitments and Contingencies
for further information.
During 2015, Pullmantur sold
Ocean Dream
to an unrelated third party for
$34.6 million
. The purchase price was paid via a secured promissory note, payable over a
nine
year period. The buyer's obligations under this loan accrues interest at the rate of
6.0%
per annum and are secured by a first priority mortgage on the ship. The sale resulted in an immaterial gain that will be deferred and is expected to be recognized at the end of the
nine
year term.
During 2014, we sold
Celebrity Century
to a subsidiary of Skysea Holding International Ltd. ("Skysea Holding") for
$220.0 million
in cash. We agreed to charter the
Celebrity Century
from the buyer until April 2015 to fulfill existing passenger commitments. The sale resulted in a loss of
$17.4 million
that was recognized in earnings during the third quarter of 2014 and is reported within
Other operating
expenses in our consolidated statements of comprehensive income (loss). We subsequently acquired a
35%
equity stake in Skysea Holding in November 2014. Refer to Note 6.
Other Assets
for further discussion.
In December 2014, we terminated the leasing of
Brilliance of the Seas
under the
25
year operating lease originally entered into in July 2002, denominated in British pound sterling. As part of the agreement, we purchased the
Brilliance of the Seas
for a net settlement purchase price of approximately
£175.4 million
or
$275.4 million
. At the date of purchase, the total carrying amount of the ship, including capital improvements previously accounted for as leasehold improvements, was
$330.5 million
which approximated the estimated fair market value of the ship. We funded the purchase using proceeds from our
$1.2 billion
unsecured revolving credit facility. Refer to Note 7.
Long-Term Debt
for further information.
Note 6.
Other Assets
A Variable Interest Entity ("VIE") is an entity in which the equity investors have not provided enough equity to finance the entity's activities or the equity investors (1) cannot directly or indirectly make decisions about the entity's activities through their voting rights or similar rights; (2) do not have the obligation to absorb the expected losses of the entity; (3) do not have the right to receive the expected residual returns of the entity; or (4) have voting rights that are not proportionate to their economic interests and the entity's activities involve or are conducted on behalf of an investor with a disproportionately small voting interest.
We have determined that TUI Cruises GmbH, our
50%
-owned joint venture which operates the brand TUI Cruises, is a VIE. As of December 31, 2015 and December 31, 2014, our investment, including equity and loans, in TUI Cruises was approximately
$293.8 million
and
$370.1 million
, respectively. This amount was included within
Other assets
in our consolidated balance sheets. In addition, we and TUI AG, our joint venture partner, have each guaranteed the repayment of
50%
of a bank loan originally borrowed by TUI Cruises in 2011 and refinanced in May 2015. As of
F-18
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2015, the outstanding principal amount of the loan was
€137.4 million
, or approximately
$149.4 million
based on the exchange rate at December 31, 2015. In addition the maturity date was extended from May 2016 to May 2022. Notwithstanding this, the lenders have agreed to release each shareholder's guarantee in 2018. The loan continues to amortize quarterly and to be secured by first mortgages on the
Mein Schiff 1
and
Mein Schiff 2
vessels. Based on current facts and circumstances, we do not believe potential obligations under our guarantee of this bank loan are probable.
A portion of the additional proceeds received by TUI Cruises in connection with the refinancing of the bank loan discussed above were used during the second quarter of 2015 to repay in full the outstanding balance of the debt facility we originally provided to TUI Cruises in 2011 in connection with our sale of
Celebrity Mercury
.
Our investment amount and the potential obligations under the bank loan guarantee are substantially our maximum exposure to loss. We have determined that we are not the primary beneficiary of TUI Cruises. We believe that the power to direct the activities that most significantly impact TUI Cruises’ economic performance are shared between ourselves and TUI AG. All the significant operating and financial decisions of TUI Cruises require the consent of both parties, which we believe creates shared power over TUI Cruises. Accordingly, we do not consolidate this entity and account for this investment under the equity method of accounting.
TUI Cruises has
four
newbuild ships on order with Meyer Turku scheduled to be delivered in each of 2016, 2017, 2018 and 2019. TUI Cruises received commitments for the secured financing of the ships for up to
80%
of the contract price of each ship on order. Finnvera has agreed to guarantee to the lenders payment of
95%
of the financing. The remaining portion of the contract price of the ships will be funded through an existing
€150.0 million
bank facility and TUI Cruises’ cash flows from operations. The various ship construction and credit agreements include certain restrictions on each of our and TUI AG’s ability to reduce our current ownership interest in TUI Cruises below
37.55%
through 2021.
In March 2015, we announced the pending sale of
Splendour of the Seas
to TUI Cruises. The sale for
€188.0 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. The purchase price will be financed by us under a secured credit agreement to be repaid over
10
years. The resulting term loan will be
50%
guaranteed by TUI AG and will be secured by a first mortgage on the ship. Interest will accrue at the rate of
6.25%
per annum. We executed certain forward contracts to lock in the sales price of the ship at approximately
$213 million
. We expect to recognize a gain on the sale, which we do not expect will have a material effect to our consolidated financial statements.
We have determined that Grand Bahama Shipyard Ltd. ("Grand Bahama"), a ship repair and maintenance facility in which we have a
40%
noncontrolling interest, is a VIE. The facility serves cruise and cargo ships, oil and gas tankers, and offshore units. We utilize this facility, among other ship repair facilities, for our regularly scheduled drydocks and certain emergency repairs as may be required. During the year ended December 31, 2015, we made payments of
$21.7 million
to Grand Bahama for ship repair and maintenance services. We have determined that we are not the primary beneficiary of this facility, as we do not have the power to direct the activities that most significantly impact the facility's economic performance. Accordingly, we do not consolidate this entity and we account for this investment under the equity method of accounting. As of
December 31, 2015
, the net book value of our investment in Grand Bahama was approximately
$51.2 million
, consisting of
$12.6 million
in equity and
$38.6 million
in loans. As of
December 31, 2014
, the net book value of our investment in Grand Bahama was approximately
$53.8 million
, consisting of
$7.7 million
in equity and
$46.1 million
in loans. These amounts represent our maximum exposure to loss. During 2015 and 2014, we received approximately
$3.1 million
and
$3.6 million
, respectively, in principal and interest payments related to a loan in accrual status from Grand Bahama, which was paid in full during 2015. The remaining amount of our loan to Grand Bahama is in non-accrual status and is included within
Other assets
in our consolidated balance sheets
for which we received payments of approximately
$4.4 million
during 2015
.
We monitor credit risk associated with this loan through our participation on Grand Bahama's board of directors along with our review of Grand Bahama's financial statements and projected cash flows. Based on this review, we believe the risk of loss associated with the outstanding loan is not probable as of
December 31, 2015
.
F-19
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
We have determined that Skysea Holding, in which we have a
35%
noncontrolling interest, is a VIE for which we are not the primary beneficiary, as we do not have the power to direct the activities that most significantly impact the entity's economic performance. Accordingly, we do not consolidate this entity and we account for this investment under the equity method of accounting. In addition, we and Ctrip.com International Ltd, which also owns
35%
of Skysea Holding, each provided a debt facility to a wholly owned subsidiary of Skysea Holding in the amount of
$80.0 million
. Interest under these facilities, which mature in January 2030, initially accrues at a rate of
3.0%
per annum with an increase of at least
0.5%
every two years through maturity. The facilities, which are pari passu to each other, are each
100%
guaranteed by Skysea Holding and are secured by a first priority mortgage on the ship
Golden Era
, formerly known as
Celebrity Century
, which we sold to a wholly owned subsidiary of Skysea Holding in September 2014. As of December 31, 2015 and December 31, 2014, our investment in Skysea Holding and its subsidiaries, including equity and loans, was approximately
$99.8 million
and
$106.3 million
, respectively. These amounts were included within
Other assets
in our consolidated balance sheets and represent our maximum exposure to loss. During 2015, Skysea Holding and its subsidiaries commenced operations through the brand SkySea Cruises.
Our share of income from investments accounted for under the equity method of accounting, including the entities discussed above, was
$81.0 million
,
$51.6 million
and
$32.0 million
for the years ended December 31,
2015
,
2014
and
2013
, respectively, and was recorded within
Other income (expense)
. Additionally, we received
$33.3 million
,
$5.8 million
and
$5.1 million
of dividends from our equity method investees for the years ended December 31,
2015
,
2014
and
2013
, respectively. Also, we provide ship management and procurement services to TUI Cruises GmbH and Skysea Holding and recorded
$20.2 million
,
$8.5 million
and
$9.1 million
in revenues and
$15.7 million
,
$4.0 million
and
$4.5 million
in expenses for these services during the years ended December 31, 2015, 2014 and 2013, respectively, which was recorded within
Onboard and other revenues
and
Other operating
expenses
,
respectively
.
Summarized financial information for our affiliates accounted for under the equity method of accounting was as follows (in thousands):
|
As of December 31,
|
||||||||
|
2015
|
2014
|
|||||||
|
Current Assets
|
$
|
315,264
|
|
$
|
325,527
|
|
||
|
Non Current Assets
|
2,246,809
|
|
1,929,182
|
|
||||
|
Total Assets
|
$
|
2,562,073
|
|
$
|
2,254,709
|
|
||
|
Current Liabilities
|
$
|
585,887
|
|
$
|
513,842
|
|
||
|
Non Current Liabilities
|
1,231,262
|
|
958,988
|
|
||||
|
Total Liabilities
|
$
|
1,817,149
|
|
$
|
1,472,830
|
|
||
|
Equity Attributable to:
|
||||||||
|
Noncontrolling Interest
|
$
|
1,683
|
|
$
|
2,795
|
|
||
|
For the period ended December 31,
|
||||||||||||
|
2015
|
2014
|
2013
|
||||||||||
|
Total Revenues
|
$
|
990,172
|
|
$
|
797,441
|
|
$
|
605,293
|
|
|||
|
Total Expenses
|
(830,898
|
)
|
(682,430
|
)
|
(538,922
|
)
|
||||||
|
Net Income
|
$
|
159,274
|
|
$
|
115,011
|
|
$
|
66,371
|
|
|||
F-20
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 7.
Long-Term Debt
Long-term debt consists of the following (in thousands):
|
2015
|
2014
|
||||||
|
$1.4 billion unsecured revolving credit facility, LIBOR plus 1.50%, currently 1.92% and a facility fee of 0.25%, due 2020
|
$
|
945,000
|
|
$
|
713,000
|
|
|
|
$1.2 billion unsecured revolving credit facility, LIBOR plus 1.50%, currently 1.89% and a facility fee of 0.25%, due 2018
|
895,000
|
|
778,000
|
|
|||
|
Unsecured senior notes and senior debentures, 5.25% to 7.50%, due 2016, 2018, 2022 and 2027
|
1,434,542
|
|
1,721,190
|
|
|||
|
$742.1 million unsecured senior notes, LIBOR plus 1.30%, currently 1.83%, due through 2027
|
711,180
|
|
—
|
|
|||
|
$530 million unsecured term loan, LIBOR plus 0.51%, due through 2015
|
—
|
|
37,857
|
|
|||
|
$519 million unsecured term loan, LIBOR plus 0.45%, currently 0.98%, due through 2020
|
216,311
|
|
259,573
|
|
|||
|
$420 million unsecured term loan, 5.41%, due through 2021
|
207,223
|
|
241,827
|
|
|||
|
$420 million unsecured term loan, LIBOR plus 1.85%, currently 2.38%, due through 2021
|
210,000
|
|
245,000
|
|
|||
|
€159.4 million unsecured term loan, EURIBOR plus 1.58%, currently 1.60%, due through 2021
|
86,650
|
|
112,540
|
|
|||
|
$524.5 million unsecured term loan, LIBOR plus 0.50%, currently 0.96%, due through 2021
|
262,250
|
|
305,958
|
|
|||
|
$566.1 million unsecured term loan, LIBOR plus 0.37%, currently 0.89%, due through 2022
|
306,621
|
|
353,793
|
|
|||
|
$1.1 billion unsecured term loan, LIBOR plus 1.85%, currently 2.38%, due through 2022
|
537,426
|
|
614,203
|
|
|||
|
$632.0 million unsecured term loan, LIBOR plus 0.40%, currently 0.86%, due through 2023
|
421,306
|
|
473,969
|
|
|||
|
$673.5 million unsecured term loan, LIBOR plus 0.40%, currently 0.93%, due through 2024
|
505,106
|
|
561,228
|
|
|||
|
$65.0 million unsecured term loan, LIBOR plus 1.75%, currently 2.17%, due through 2019
|
71,500
|
|
51,100
|
|
|||
|
$1.0 million unsecured term loan, 3.00%, due through 2015
|
—
|
|
750
|
|
|||
|
$380.0 million unsecured term loan, LIBOR plus 1.75%, currently 2.17%, due 2018
|
380,000
|
|
380,000
|
|
|||
|
$791.1 million unsecured term loan, LIBOR plus 1.30%, currently 1.83%, due through 2026
|
725,182
|
|
791,108
|
|
|||
|
$290.0 million unsecured term loan, LIBOR plus 1.75%, currently 2.17%, due 2018
|
290,000
|
|
290,000
|
|
|||
|
€365 million unsecured term loan, EURIBOR plus 1.75%, currently 1.75%, due 2017
|
396,755
|
|
441,687
|
|
|||
|
$7.3 million unsecured term loan, LIBOR plus 2.5%, currently 3.02%, due through 2023
|
4,440
|
|
4,915
|
|
|||
|
$30.3 million unsecured term loan, LIBOR plus 3.75%, currently 4.24%, due through 2021
|
11,793
|
|
13,603
|
|
|||
|
Capital lease obligations
|
48,770
|
|
52,647
|
|
|||
|
8,667,055
|
|
8,443,948
|
|
||||
|
Less—current portion
|
(899,677
|
)
|
(799,630
|
)
|
|||
|
Long-term portion
|
$
|
7,767,378
|
|
$
|
7,644,318
|
|
|
In April 2015, we took delivery of
Anthem of the Seas
. To finance the purchase, we borrowed
$742.1 million
under a previously committed unsecured term loan which is
95%
guaranteed by Euler Hermes Deutschland AG ("Hermes"), the official export credit agency of Germany. The loan amortizes semi-annually over
12 years
and bears interest at LIBOR plus a margin of
1.30%
, totaling
1.83%
as of December 31, 2015. Refer to Note 14.
Fair Value Measurements and Derivative Instruments
for information regarding interest rate swap agreements related to this loan.
In June 2015, we amended and restated our
$1.1 billion
unsecured revolving credit facility due July 2016. The amendment reduced the applicable margin and facility fee and extended the termination date to June 2020. The applicable margin and facility fee vary with our debt rating and were
1.50%
and
0.25%
, respectively, as of December 31,
2015
. We have the right to extend the termination date by up to two years, subject to lender consent. Furthermore, in October 2015, we received increased lender commitments in the amount of
$300.0 million
, bringing our total capacity
F-21
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
under this facility to
$1.4 billion
. In July 2015, we also amended our
$1.2 billion
unsecured revolving credit facility due August 2018 to reduce pricing in line with the amended pricing of the
$1.1 billion
unsecured revolving credit facility. These amendments did not result in the extinguishment of debt. Accordingly, as of December 31, 2015, we have an aggregate revolving borrowing capacity of
$2.6 billion
.
In July 2015, we also amended our
$380.0 million
,
€365.0 million
,
$290.0 million
and
$65.0 million
unsecured term loans due at various dates from 2016 through 2019 to reduce the applicable margins. The margins are currently
1.75%
for each loan based on our debt rating as of December 31, 2015. The termination date of the
$290 million
unsecured term loan was extended from February 2016 to February 2018. None of these amendments resulted in the extinguishment of debt.
In February 2016, we amended our unsecured term loans for
Oasis of the Seas
and
Allure of the Seas
primarily to reduce the margins on those facilities. The interest rate on both the
$420.0 million
floating rate tranche of the
Oasis of the Seas
term loan and the
$1.1 billion
Allure of the Seas
term loan was reduced from LIBOR plus
1.85%
to LIBOR plus
1.65%
. These amendments did not result in the extinguishment of debt.
Certain of our unsecured ship financing term loans are guaranteed by the export credit agency in the respective country in which the ship is constructed. In consideration for these guarantees, depending on the financing arrangement, we pay to the applicable export credit agency fees from (1)
1.48%
per annum based on the outstanding loan balance semi-annually over the term of the loan (subject to adjustment under certain of our facilities based upon our credit ratings) or (2) an upfront fee of
2.35%
to
2.37%
of the maximum loan amount. We amortize the fees that are paid upfront over the life of the loan and those that are paid semi-annually over each respective payment period. We classify these fees within
Debt issuance costs
in our consolidated statements of cash flows and within
Other assets
in our consolidated balance sheets.
Under certain of our agreements, the contractual interest rate, facility fee and/or export credit agency fee vary with our debt rating.
The unsecured senior notes and senior debentures are not redeemable prior to maturity, except that certain series may be redeemed upon the payment of a make-whole premium.
Following is a schedule of annual maturities on long-term debt including capital leases as of
December 31, 2015
for each of the next five years (in thousands):
|
Year
|
|||
|
2016
|
$
|
899,677
|
|
|
2017
|
938,036
|
|
|
|
2018
|
2,252,577
|
|
|
|
2019
|
609,901
|
|
|
|
2020
|
1,483,728
|
|
|
|
Thereafter
|
2,483,136
|
|
|
|
$
|
8,667,055
|
|
|
Note 8.
Shareholders' Equity
During the fourth and third quarters of 2015, we declared a cash dividend on our common stock of
$0.375
per share which was paid in the first quarter of
2016
and fourth quarter of
2015
, respectively. We also declared and paid a cash dividend on our common stock of
$0.30
per share during the first and second quarters of
2015
.
F-22
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
During the fourth and third quarters of
2014
, we declared a cash dividend on our common stock of
$0.30
per share which was paid in the first quarter of
2015
and fourth quarter of
2014
, respectively. We also declared and paid a cash dividend on our common stock of
$0.25
per share during the first and second quarters of
2014
. During the first quarter of
2014
, we also paid a cash dividend on our common stock of
$0.25
per share which was declared during the fourth quarter of
2013
.
In October 2015, our board of directors authorized a common stock repurchase program for up to
$500 million
. The timing and number of shares purchased will depend on a variety of factors including price and market conditions. Subsequently, in 2015, we executed an agreement with an investment bank to purchase a total of
$200 million
, of the
$500 million
authorized amount, of our common stock under an accelerated stock repurchase (ASR) transaction. Under the terms of the ASR agreement, on October 23, 2015, we received
1.6 million
shares of our common stock to be repurchased based on current market prices in exchange for a prepayment of
$200 million
. The ASR transaction was settled on November 30, 2015 and an additional
0.5 million
shares were delivered to us. In total, we repurchased
2.1 million
shares at an average price of
$95.09
per share. The final number of shares repurchased was determined upon settlement based on the average of the daily volume-weighted average prices of our common stock during the term of the transaction, less a discount. The initial shares received upon prepayment and additional shares received at settlement were recorded within
Shareholders’ equity
. Future stock repurchase transactions could include open market purchases or additional accelerated share repurchases. We expect to complete the program by the end of 2016.
During February 2016, we repurchased an additional
2.1 million
shares for a total of
$150.0 million
in open market transactions resulting in
$150 million
available for future stock repurchases.
During the fourth quarter of 2014, we repurchased from A. Wilhelmsen AS, our largest shareholder,
3.5 million
shares of our common stock directly from them in a private transaction at
$67.45
per share, which was equal to the price paid by a third-party financial institution for the simultaneous purchase of an additional
3.5 million
shares from A. Wilhelmsen AS. Total consideration paid to repurchase such shares was approximately
$236.1
million and was recorded within
Shareholders' equity
as a component of treasury stock.
Note 9.
Stock-Based Employee Compensation
We currently have awards outstanding under
two
stock-based compensation plans, which provide for awards to our officers, directors and key employees. The plans consist of a 2000 Stock Award Plan and a 2008 Equity Plan. Our ability to issue new awards under the 2000 Stock Award Plan terminated in accordance with the terms of the plan in September 2009. The 2008 Equity Plan, as amended, provides for the issuance of up to
11,000,000
shares of our common stock pursuant to grants of (i) incentive and non-qualified stock options, (ii) stock appreciation rights, (iii) restricted stock, (iv) restricted stock units and (v) performance shares. During any calendar year, no one individual shall be granted awards of more than
500,000
shares. Options and restricted stock units outstanding as of
December 31, 2015
generally vest in equal installments over
four
years from the date of grant. In addition, performance shares generally vest in three years. With certain limited exceptions, options, restricted stock units and performance shares are forfeited if the recipient ceases to be a director or employee before the shares vest. Options are granted at a price not less than the fair value of the shares on the date of grant and expire not later than
ten
years after the date of grant.
Prior to 2012, our officers received a combination of stock options and restricted stock units. Beginning in 2012, our officers instead receive their long-term incentive awards through a combination of performance share unit and restricted stock units. Each performance share unit award is expressed as a target number of performance share units based upon the fair market value of our common stock on the date the award is issued. The actual number of shares underlying each award (not to exceed
200%
of the target number of performance share unit) will be determined based upon the Company's achievement of a specified performance target range. In 2015, we issued a target number of
161,479
performance share units, which will vest approximately three years following the award issue date. The performance payout of these grants will be based on return on invested capital ("ROIC") and earnings per share (“EPS”) for the year ended December 31, 2017, as may be adjusted by the Compensation Committee of our Board of Directors in early 2018 for events that are outside of management's control. In 2014, we also issued a one-time performance-based equity award to our Chairman & Chief Executive Officer in a target amount of
63,771
performance share units,
F-23
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
with the actual number of shares payable under the grant to range from
0%
to
200%
of target based on our 2015 ROIC performance. In February 2016, the Compensation Committee set the payout level for this grant at
165%
of target. The shares issued in settlement of this award vested in February 2016 but remain subject to restrictions on transfer until December 2017, the third anniversary of the award issuance date.
We also provide an Employee Stock Purchase Plan ("ESPP") to facilitate the purchase by employees of up to
506,322
shares of common stock in the aggregate. Offerings to employees are made on a quarterly basis. Subject to certain limitations, the purchase price for each share of common stock is equal to
85%
of the average of the market prices of the common stock as reported on the New York Stock Exchange on the first business day of the purchase period and the last business day of each month of the purchase period. During
2015
,
2014
and
2013
,
28,724
,
26,921
and
27,036
shares of our common stock were issued under the ESPP at a weighted-average price of
$72.52
,
$52.08
and
$33.16
, respectively.
In 1994, we granted to our Chairman and Chief Executive Officer an award of common stock, issuable in quarterly installments of
10,086
shares until the earlier of the termination of his employment or June 2014. In furtherance of this grant, we issued an aggregate of
40,344
shares of common stock in 2013 and an aggregate of
20,172
shares of common stock in 2014.
Total compensation expense recognized for employee stock-based compensation for the years ended
December 31, 2015
,
2014
and
2013
was as follows:
|
Employee Stock-Based Compensation
|
|||||||||||
|
Classification of expense
|
2015
|
2014
|
2013
|
||||||||
|
(In thousands)
|
|||||||||||
|
Marketing, selling and administrative expenses
|
$
|
36,073
|
|
$
|
26,116
|
|
$
|
21,178
|
|
||
|
Total compensation expense
|
$
|
36,073
|
|
$
|
26,116
|
|
$
|
21,178
|
|
||
The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. The estimated fair value of stock options, less estimated forfeitures, is amortized over the vesting period using the graded-vesting method. We did not issue any stock options in 2015, 2014 and 2013.
F-24
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Stock option activity and information about stock options outstanding are summarized in the following table:
|
Stock Option Activity
|
Number of
Options |
Weighted-
Average Exercise Price |
Weighted-
Average Remaining Contractual Term |
Aggregate
Intrinsic Value (1) |
|||||||||
|
|
|
|
(years)
|
(in thousands)
|
|||||||||
|
Outstanding at January 1, 2015
|
706,051
|
|
$
|
36.03
|
|
3.64
|
|
$
|
33,182
|
|
|||
|
Granted
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
Exercised
|
(287,379
|
)
|
$
|
39.12
|
|
—
|
|
—
|
|
||||
|
Canceled
|
(6,863
|
)
|
$
|
47.05
|
|
—
|
|
—
|
|
||||
|
Outstanding at December 31, 2015
|
411,809
|
|
$
|
33.69
|
|
3.12
|
|
$
|
28,111
|
|
|||
|
Vested and expected to vest at December 31, 2015
|
411,807
|
|
$
|
33.69
|
|
3.12
|
|
$
|
28,110
|
|
|||
|
Options Exercisable at December 31, 2015
|
409,915
|
|
$
|
33.73
|
|
3.11
|
|
$
|
27,967
|
|
|||
___________________________________
|
(1)
|
The intrinsic value represents the amount by which the fair value of stock exceeds the option exercise price as of
December 31, 2015
.
|
The total intrinsic value of stock options exercised during the years ended
December 31, 2015
,
2014
and
2013
was
$13.8 million
,
$35.9 million
and
$17.5 million
, respectively. As of December 31, 2015, there was immaterial unrecognized compensation cost, net of estimated forfeitures, related to stock options granted under our stock incentive plan which is expected to be recognized over a weighted-average period of
0.01
years.
Restricted stock units are converted into shares of common stock upon vesting or, if applicable, settle on a
one
-for-one basis. The cost of these awards is determined using the fair value of our common stock on the date of the grant, and compensation expense is recognized over the vesting period. Restricted stock activity is summarized in the following table:
|
Restricted Stock Activity
|
Number of
Awards |
Weighted-
Average Grant Date Fair Value |
||||
|
Non-vested share units at January 1, 2015
|
981,553
|
|
$
|
42.68
|
|
|
|
Granted
|
298,998
|
|
$
|
73.98
|
|
|
|
Vested
|
(361,843
|
)
|
$
|
40.04
|
|
|
|
Canceled
|
(98,059
|
)
|
$
|
45.07
|
|
|
|
Non-vested share units expected to vest as of December 31, 2015
|
820,649
|
|
$
|
54.98
|
|
|
The weighted-average estimated fair value of restricted stock units granted during the year ended 2014 and 2013 was
$54.60
and
$36.07
, respectively. The total fair value of shares released on the vesting of restricted stock units during the years ended
December 31, 2015
,
2014
and
2013
was
$27.6 million
,
$20.7 million
and
$19.2 million
, respectively. As of
December 31, 2015
, we had
$14.4 million
of total unrecognized compensation expense, net of estimated forfeitures, related to restricted stock unit grants, which will be recognized over the weighted-average period of
1.13
years.
Performance share awards are converted into shares of common stock upon vesting on a
one
-for-one basis. We estimate the fair value of each performance share when the grant is authorized and the related service period has commenced. We remeasure the fair value of our performance shares in each subsequent reporting period until the grant date has occurred, which is the date when the performance conditions are satisfied. We recognize compensation cost over the vesting period based on the probability of the service and performance conditions being achieved adjusted for each subsequent fair value measurement until the grant date. If the specified service and performance conditions are not met, compensation expense will not be recognized and any previously recognized compensation expense will be reversed. Performance stock activity is summarized in the following table:
F-25
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
Performance Stock Activity
|
Number of
Awards |
Weighted-
Average Grant Date Fair Value |
||||
|
Non-vested share units at January 1, 2015
|
658,886
|
|
$
|
40.21
|
|
|
|
Granted
|
161,479
|
|
$
|
71.36
|
|
|
|
Vested
|
(241,288
|
)
|
$
|
33.94
|
|
|
|
Canceled
|
(74,866
|
)
|
$
|
37.59
|
|
|
|
Non-vested share units expected to vest as of December 31, 2015
|
504,211
|
|
$
|
53.57
|
|
|
The weighted-average estimated fair value of performance share units granted during the year ended 2014 and 2013 was
$56.72
and
$35.98
, respectively. The total fair value of shares released on the vesting of performance share units during the years ended
December 31, 2015
,
2014
and 2013 was
$18.3 million
,
$0.4 million
and
$0.1 million
, respectively. As of
December 31, 2015
, we had
$11.4 million
of total unrecognized compensation expense, net of estimated forfeitures, related to performance share unit grants, which will be recognized over the weighted-average period of
0.81
years.
Note 10.
Earnings Per Share
A reconciliation between basic and diluted earnings per share is as follows (in thousands, except per share data):
|
Year Ended December 31,
|
|||||||||||
|
2015
|
2014
|
2013
|
|||||||||
|
Net income for basic and diluted earnings per share
|
$
|
665,783
|
|
$
|
764,146
|
|
$
|
473,692
|
|
||
|
Weighted-average common shares outstanding
|
219,537
|
|
221,658
|
|
219,638
|
|
|||||
|
Dilutive effect of stock options, performance share awards and restricted stock awards
|
1,152
|
|
1,386
|
|
1,303
|
|
|||||
|
Diluted weighted-average shares outstanding
|
220,689
|
|
223,044
|
|
220,941
|
|
|||||
|
Basic earnings per share:
|
|||||||||||
|
Net income
|
$
|
3.03
|
|
$
|
3.45
|
|
$
|
2.16
|
|
||
|
Diluted earnings per share:
|
|||||||||||
|
Net income
|
$
|
3.02
|
|
$
|
3.43
|
|
$
|
2.14
|
|
||
Diluted earnings per share
did not reflect options to purchase an aggregate of
1.9 million
shares for the year ended December 31,
2013
because the effect of including them would have been antidilutive. There were no antidilutive shares for the year ended December 31,
2015
and December 31,
2014
.
Note 11.
Retirement Plan
We maintain a defined contribution plan covering full-time shoreside employees who have completed the minimum period of continuous service. Annual contributions to the plan are discretionary and are based on fixed percentages of participants' salaries and years of service, not to exceed certain maximums. Contribution expenses were
$16.8 million
,
$15.4 million
and
$13.0 million
for the years ended
December 31, 2015
,
2014
and
2013
, respectively.
Note 12.
Income Taxes
We are subject to corporate income taxes in countries where we have operations or subsidiaries. We and the majority of our ship-operating and vessel-owning subsidiaries are currently exempt from United States corporate tax on United States source income from the international operation of ships pursuant to Section 883 of the Internal Revenue Code. Regulations under Section 883 have limited the activities that are considered the international operation of a
F-26
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
ship or incidental thereto. Accordingly, our provision for United States federal and state income taxes includes taxes on certain activities not considered incidental to the international operation of our ships.
Additionally, some of our ship-operating subsidiaries are subject to income tax under the tonnage tax regimes of Malta or the United Kingdom. Under these regimes, income from qualifying activities is subject to corporate income tax, but the tax is computed by reference to the tonnage of the ship or ships registered under the relevant provisions of the tax regimes (the "relevant shipping profits"), which replaces the regular taxable income base. Income from activities not considered qualifying activities, which we do not consider significant, remains subject to Maltese or United Kingdom corporate income tax.
Income tax expense (benefit) for items not qualifying under Section 883, tonnage taxes and income taxes for the remainder of our subsidiaries was approximately
$11.1 million
,
$(20.9) million
and
$24.9 million
and was recorded within
Other income (expense)
for the years ended December 31, 2015,
2014
and
2013
, respectively. In addition, all interest expense and penalties related to income tax liabilities are classified as income tax expense within
Other income (expense)
.
For a majority of our subsidiaries, we do not expect to incur income taxes on future distributions of undistributed earnings of foreign subsidiaries. Accordingly, no deferred income taxes have been provided for the distribution of these earnings. Where we do expect to incur income taxes on future distributions of undistributed earnings, we have provided for deferred taxes, which we do not consider significant to our operations.
As of December 31, 2015, the Company had Net Operating Losses (“NOLs”) in foreign jurisdictions of
$309.7 million
. Of these NOLs,
$259.7 million
carryforward indefinitely, although there are limitations to the amount of NOLs that can be utilized on an annual basis. If not utilized,
$50.0 million
of NOLs are subject to expiration between 2016 and 2028. The Company has not recognized any benefits related to these NOLs, as all NOLs have full valuation allowances.
Net deferred tax assets and deferred tax liabilities and corresponding valuation allowances related to our operations were not material as of December 31, 2015 and
2014
.
We regularly review deferred tax assets for recoverability based on our history of earnings, expectations of future earnings, and tax planning strategies. Realization of deferred tax assets ultimately depends on the existence of sufficient taxable income to support the amount of deferred taxes. A valuation allowance is recorded in those circumstances in which we conclude it is not more-likely-than-not we will recover the deferred tax assets prior to their expiration.
During the fourth quarter of 2014, Spain adopted tax reform legislation, which included among other things, a reduction of the corporate income tax rate from
30%
to
28%
in 2015 and a further reduction to
25%
in 2016. As a result, we adjusted our deferred tax assets and deferred tax liabilities in Spain to reflect the new tax rate at which we believe they will be realized. This change resulted in a net deferred income tax benefit of
$10.0 million
. The tax reform also amended the net operating loss carryforward rules by changing the carryforward period from
18
years to unlimited and by changing the annual utilization limitation from
25%
of taxable income to
70%
of taxable income for certain taxpayers, including Pullmantur. As a result of the change of the net operating loss carryforward period, we reversed a portion of the valuation allowance recorded in 2012 to the extent of
70%
of the rate-adjusted deferred tax liability recorded for the basis difference between the tax and book values of the trademarks and trade names recorded at the time of the Pullmantur acquisition and other indefinite lived assets recorded. The amount of the valuation allowance reversed in the fourth quarter of 2014 was
$33.5 million
which was recorded as a deferred tax benefit. These deferred tax adjustments were reported within
Other income (expense)
in our consolidated statements of comprehensive income (loss).
During the third quarter of 2015, the trademark and trade names were impaired, and therefore there is no longer a difference between the book and tax basis of the trademark and trade names. As a result of the impairment of the trademark/name, we reversed the deferred tax liability of
$43.4 million
and increased the deferred tax asset valuation allowance by
$31.4 million
, or to
100%
of the deferred tax asset balance. The resulting net
$12.0 million
deferred tax
F-27
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
benefit is recorded as part of our income tax provision and is reported within
Other income (expense)
in our consolidated statements of comprehensive income (loss).
Note 13.
Changes in Accumulated Other Comprehensive Income (Loss)
The following table presents the changes in accumulated other comprehensive income (loss) by component for the years ended
December 31, 2015
and
2014
(in thousands):
|
Changes related to cash flow derivative hedges
|
Changes in defined
benefit plans |
Foreign currency translation adjustments
|
Accumulated other comprehensive income (loss)
|
|||||||||||||
|
Accumulated comprehensive loss at January 1, 2013
|
$
|
(84,505
|
)
|
$
|
(34,823
|
)
|
$
|
(15,188
|
)
|
$
|
(134,516
|
)
|
||||
|
Other comprehensive income before reclassifications
|
188,073
|
|
8,240
|
|
1,529
|
|
197,842
|
|
||||||||
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
(60,244
|
)
|
2,589
|
|
—
|
|
(57,655
|
)
|
||||||||
|
Net current-period other comprehensive income
|
127,829
|
|
10,829
|
|
1,529
|
|
140,187
|
|
||||||||
|
Accumulated comprehensive income (loss) at January 1, 2014
|
43,324
|
|
(23,994
|
)
|
(13,659
|
)
|
5,671
|
|
||||||||
|
Other comprehensive loss before reclassifications
|
(919,094
|
)
|
(8,937
|
)
|
(28,099
|
)
|
(956,130
|
)
|
||||||||
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
49,744
|
|
1,724
|
|
1,997
|
|
53,465
|
|
||||||||
|
Net current-period other comprehensive loss
|
(869,350
|
)
|
(7,213
|
)
|
(26,102
|
)
|
(902,665
|
)
|
||||||||
|
Accumulated comprehensive loss at January 1, 2015
|
(826,026
|
)
|
(31,207
|
)
|
(39,761
|
)
|
(896,994
|
)
|
||||||||
|
Other comprehensive (loss) income before reclassifications
|
(697,671
|
)
|
3,053
|
|
(25,952
|
)
|
(720,570
|
)
|
||||||||
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
291,624
|
|
1,707
|
|
(4,200
|
)
|
289,131
|
|
||||||||
|
Net current-period other comprehensive (loss) income
|
(406,047
|
)
|
4,760
|
|
(30,152
|
)
|
(431,439
|
)
|
||||||||
|
Accumulated comprehensive loss at December 31, 2015
|
$
|
(1,232,073
|
)
|
$
|
(26,447
|
)
|
$
|
(69,913
|
)
|
$
|
(1,328,433
|
)
|
||||
The following table presents reclassifications out of accumulated other comprehensive income (loss) for the years ended
December 31, 2015
and
2014
(in thousands):
F-28
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income
|
||||||||||||||
|
Details about Accumulated Other Comprehensive Income (Loss) Components
|
Year Ended December 31, 2015
|
Year Ended December 31, 2014
|
Year Ended December 31, 2013
|
Affected Line Item in Statements of Comprehensive Income (Loss)
|
||||||||||
|
(Loss) gain on cash flow derivative hedges:
|
||||||||||||||
|
Cross currency swaps
|
$
|
—
|
|
$
|
(261
|
)
|
$
|
(3,531
|
)
|
Interest expense, net of interest capitalized
|
||||
|
Interest rate swaps
|
(36,401
|
)
|
(15,264
|
)
|
(9,355
|
)
|
Interest expense, net of interest capitalized
|
|||||||
|
Foreign currency forward contracts
|
(2,871
|
)
|
(1,887
|
)
|
(1,797
|
)
|
Depreciation and amortization expenses
|
|||||||
|
Foreign currency forward contracts
|
7,580
|
|
(4,291
|
)
|
27,423
|
|
Other income (expense)
|
|||||||
|
Foreign currency forward contracts
|
—
|
|
(57
|
)
|
(440
|
)
|
Interest expense, net of interest capitalized
|
|||||||
|
Foreign currency collar options
|
(1,605
|
)
|
—
|
|
—
|
|
Depreciation and amortization expenses
|
|||||||
|
Fuel swaps
|
(9,583
|
)
|
—
|
|
—
|
|
Other income (expense)
|
|||||||
|
Fuel swaps
|
(248,744
|
)
|
(27,984
|
)
|
47,944
|
|
Fuel
|
|||||||
|
(291,624
|
)
|
(49,744
|
)
|
60,244
|
|
|||||||||
|
Amortization of defined benefit plans:
|
||||||||||||||
|
Actuarial loss
|
(1,414
|
)
|
(888
|
)
|
(1,753
|
)
|
Payroll and related
|
|||||||
|
Prior service costs |
(293
|
)
|
(836
|
)
|
(836
|
)
|
Payroll and related |
|||||||
|
(1,707
|
)
|
(1,724
|
)
|
(2,589
|
)
|
|||||||||
|
Release of foreign cumulative translation due to sale or liquidation of businesses:
|
||||||||||||||
|
Foreign cumulative translation
|
4,200
|
|
(1,997
|
)
|
—
|
|
Other operating
|
|||||||
|
Total reclassifications for the period
|
$
|
(289,131
|
)
|
$
|
(53,465
|
)
|
$
|
57,655
|
|
|||||
Note 14.
Fair Value Measurements and Derivative Instruments
Fair Value Measurements
The estimated fair value of our financial instruments that are not measured at fair value, categorized based upon the fair value hierarchy, are as follows (in thousands):
|
Fair Value Measurements at December 31, 2015 Using
|
Fair Value Measurements at December 31, 2014 Using
|
||||||||||||||||||||||||||||||||||||||
|
Description
|
Total Carrying Amount
|
Total Fair Value
|
Level 1
(1)
|
Level 2
(2)
|
Level 3
(3)
|
Total Carrying Amount
|
Total Fair Value
|
Level 1
(1)
|
Level 2
(2)
|
Level 3
(3)
|
|||||||||||||||||||||||||||||
|
Assets:
|
|||||||||||||||||||||||||||||||||||||||
|
Cash and cash equivalents
(4)
|
$
|
121,565
|
|
$
|
121,565
|
|
|
$
|
121,565
|
|
$
|
—
|
|
$
|
—
|
|
$
|
189,241
|
|
$
|
189,241
|
|
$
|
189,241
|
|
$
|
—
|
|
$
|
—
|
|
||||||||
|
Total Assets
|
$
|
121,565
|
|
$
|
121,565
|
|
|
$
|
121,565
|
|
$
|
—
|
|
$
|
—
|
|
$
|
189,241
|
|
$
|
189,241
|
|
$
|
189,241
|
|
$
|
—
|
|
$
|
—
|
|
||||||||
|
Liabilities:
|
|||||||||||||||||||||||||||||||||||||||
|
Long-term debt (including current portion of long-term debt)
(5)
|
$
|
8,618,285
|
|
$
|
8,895,009
|
|
|
$
|
1,536,629
|
|
$
|
7,358,380
|
|
$
|
—
|
|
$
|
8,391,301
|
|
$
|
8,761,414
|
|
$
|
1,859,361
|
|
$
|
6,902,053
|
|
$
|
—
|
|
||||||||
|
Total Liabilities
|
$
|
8,618,285
|
|
$
|
8,895,009
|
|
|
$
|
1,536,629
|
|
$
|
7,358,380
|
|
$
|
—
|
|
$
|
8,391,301
|
|
$
|
8,761,414
|
|
$
|
1,859,361
|
|
$
|
6,902,053
|
|
$
|
—
|
|
||||||||
___________________________________
|
(1)
|
Inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment.
|
F-29
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
(2)
|
Inputs other than quoted prices included within Level 1 that are observable for the liability, either directly or indirectly. For unsecured revolving credit facilities and unsecured term loans, fair value is determined utilizing the income valuation approach. This valuation model takes into account the contract terms of our debt such as the debt maturity and the interest rate on the debt. The valuation model also takes into account the creditworthiness of the Company.
|
|
(3)
|
Inputs that are unobservable. The Company did not use any Level 3 inputs as of
December 31, 2015
and
December 31, 2014
.
|
|
(4)
|
Consists of cash and marketable securities with original maturities of less than 90 days.
|
|
(5)
|
Consists of unsecured revolving credit facilities, senior notes, senior debentures and term loans. Does not include our capital lease obligations.
|
Other Financial Instruments
The carrying amounts of accounts receivable, accounts payable, accrued interest and accrued expenses approximate fair value at
December 31, 2015
and
December 31, 2014
.
Assets and liabilities that are recorded at fair value have been categorized based upon the fair value hierarchy. The following table presents information about the Company's financial instruments recorded at fair value on a recurring basis (in thousands):
|
Fair Value Measurements at December 31, 2015 Using
|
Fair Value Measurements at December 31, 2014 Using
|
||||||||||||||||||||||||||||||
|
Description
|
Total Fair Value
|
Level 1
(1)
|
Level 2
(2)
|
Level 3
(3)
|
Total Fair Value
|
Level 1
(1)
|
Level 2
(2)
|
Level 3
(3)
|
|||||||||||||||||||||||
|
Assets:
|
|||||||||||||||||||||||||||||||
|
Derivative financial instruments
(4)
|
$
|
134,574
|
|
$
|
—
|
|
$
|
134,574
|
|
$
|
—
|
|
$
|
63,981
|
|
$
|
—
|
|
$
|
63,981
|
|
$
|
—
|
|
|||||||
|
Investments
(5)
|
$
|
3,965
|
|
3,965
|
|
—
|
|
—
|
|
$
|
5,531
|
|
5,531
|
|
—
|
|
—
|
|
|||||||||||||
|
Total Assets
|
$
|
138,539
|
|
$
|
3,965
|
|
$
|
134,574
|
|
$
|
—
|
|
$
|
69,512
|
|
$
|
5,531
|
|
$
|
63,981
|
|
$
|
—
|
|
|||||||
|
Liabilities:
|
|||||||||||||||||||||||||||||||
|
Derivative financial instruments
(6)
|
$
|
1,044,292
|
|
$
|
—
|
|
$
|
1,044,292
|
|
$
|
—
|
|
$
|
767,635
|
|
$
|
—
|
|
$
|
767,635
|
|
$
|
—
|
|
|||||||
|
Total Liabilities
|
$
|
1,044,292
|
|
$
|
—
|
|
$
|
1,044,292
|
|
$
|
—
|
|
$
|
767,635
|
|
$
|
—
|
|
$
|
767,635
|
|
$
|
—
|
|
|||||||
___________________________________
|
(1)
|
Inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment.
|
|
(2)
|
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. For foreign currency forward contracts, interest rate swaps, cross currency swaps and fuel swaps, fair value is derived using valuation models that utilize the income valuation approach. These valuation models take into account the contract terms, such as maturity as well as other inputs, such as foreign exchange rates and curves, fuel types, fuel curves and interest rate yield curves. Fair value for foreign currency collar options is determined by using standard option pricing models with inputs based on the options' contract terms, such as exercise price and maturity, and readily available public market data, such as foreign exchange curves, foreign exchange volatility levels and discount rates. All derivative instrument fair values take into account the creditworthiness of the counterparty and the Company.
|
|
(3)
|
Inputs that are unobservable. The Company did not use any Level 3 inputs as of
December 31, 2015
and
December 31, 2014
.
|
|
(4)
|
Consists of foreign currency forward contracts and fuel swaps. Please refer to the "Fair Value of Derivative Instruments" table for breakdown by instrument type.
|
|
(5)
|
Consists of exchange-traded equity securities and mutual funds reported within
Other assets
in our consolidated balance sheets.
|
|
(6)
|
Consists of interest rate swaps, fuel swaps, foreign currency forward contracts and foreign currency collar options. Please refer to the "Fair Value of Derivative Instruments" table for breakdown by instrument type.
|
The reported fair values are based on a variety of factors and assumptions. Accordingly, the fair values may not represent actual values of the financial instruments that could have been realized as of
December 31, 2015
or
December 31, 2014
, or that will be realized in the future, and do not include expenses that could be incurred in an actual sale or settlement.
F-30
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table presents information about the Company's goodwill, indefinite-life intangible assets and long-lived assets for our Pullmantur reporting unit, further discussed in
Note 3. Goodwill
and
Note 4. Intangible Assets
, recorded at fair value on a nonrecurring basis (in thousands):
|
Fair Value Measurements at December 31, 2015 Using
|
||||||||||||||||
|
Description
|
Total Carrying Amount
|
Total Fair Value
|
Level 3
|
Total Impairment
|
||||||||||||
|
Pullmantur Goodwill
(1)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
123,814
|
|
||||
|
Indefinite-life intangible asset-Pullmantur trademarks and trade names
(2)
|
—
|
|
—
|
|
—
|
|
$
|
174,285
|
|
|||||||
|
Long-lived assets — Pullmantur aircraft and vessels
(3)
|
140,846
|
|
140,846
|
|
140,846
|
|
$
|
113,168
|
|
|||||||
|
Total
|
$
|
140,846
|
|
$
|
140,846
|
|
$
|
140,846
|
|
$
|
411,267
|
|
||||
___________________________________
|
(1)
|
We estimated the fair value of the Pullmantur reporting unit using a probability-weighted discounted cash flow model. The principal assumptions used in the discounted cash flow model are projected operating results, weighted-average cost of capital and terminal value. Significantly impacting these assumptions was the decision to reduce the size of Pullmantur's fleet. The discounted cash flow model used our 2016 projected operating results as a base. To that base we added future years’ cash flows through 2020 assuming multiple revenue and expense scenarios that reflect the impact of different global economic environments for this period on Pullmantur’s reporting unit. We assigned a probability to each revenue and expense scenario. We discounted the projected cash flows using rates specific to Pullmantur’s reporting unit based on its weighted-average cost of capital, which was determined to be
11%
. The fair value of Pullmantur's goodwill was estimated as of August 31, 2015, the date of the last impairment test, at which point it was fully impaired.
|
|
(2)
|
We estimated the fair value of our indefinite-life intangible asset using a discounted cash flow model and the relief-from-royalty method. These trademarks and trade names relate to Pullmantur and we have used a discount rate of
11.5%
, comparable to the rate used in valuing the Pullmantur reporting unit. The fair value of these assets were estimated as of August 31, 2015, the date of the last impairment test, at which point they were fully impaired.
|
|
(3)
|
We estimated the fair value of our long-lived assets using the market approach for the aircraft and a blended indication from the cost and market approaches for the vessels as of August 31, 2015, the date of the last impairment test, including depreciation through December 31, 2015. We believe this amount estimates fair value as of December 31, 2015. A significant input in performing the fair value assessments for these assets was comparable market transactions.
|
We have master International Swaps and Derivatives Association (“ISDA”) agreements in place with our derivative instrument counterparties. These ISDA agreements provide for final close out netting with our counterparties for all positions in the case of default or termination of the ISDA agreement. We have determined that our ISDA agreements provide us with rights of setoff on the fair value of derivative instruments in a gain position and those in a loss position with the same counterparty. We have elected not to offset such derivative instrument fair values in our consolidated balance sheets.
As of
December 31, 2015
and
December 31, 2014
, no cash collateral was received or pledged under our ISDA agreements. See
Credit Related Contingent Features
for further discussion on contingent collateral requirements for our derivative instruments.
The following table presents information about the Company’s offsetting of financial assets under master netting agreements with derivative counterparties:
F-31
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
Gross Amounts not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements
|
||||||||||||||||||||||||||||||||
|
As of December 31, 2015
|
As of December 31, 2014
|
|||||||||||||||||||||||||||||||
|
Gross Amount of Derivative Assets Presented in the Consolidated Balance Sheet
|
Gross Amount of Eligible Offsetting
Recognized Derivative Liabilities |
Cash Collateral
Received |
Net Amount of
Derivative Assets |
Gross Amount of Derivative Assets Presented in the Consolidated Balance Sheet
|
Gross Amount of Eligible Offsetting
Recognized Derivative Assets |
Cash Collateral
Received |
Net Amount of
Derivative Assets |
|||||||||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||||||
|
Derivatives subject to master netting agreements
|
$
|
134,574
|
|
$
|
(129,815
|
)
|
$
|
—
|
|
$
|
4,759
|
|
$
|
63,981
|
|
$
|
(63,981
|
)
|
$
|
—
|
|
$
|
—
|
|
||||||||
|
Total
|
$
|
134,574
|
|
$
|
(129,815
|
)
|
$
|
—
|
|
$
|
4,759
|
|
$
|
63,981
|
|
$
|
(63,981
|
)
|
$
|
—
|
|
$
|
—
|
|
||||||||
The following table presents information about the Company’s offsetting of financial liabilities under master netting agreements with derivative counterparties:
|
Gross Amounts not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements
|
||||||||||||||||||||||||||||||||
|
As of December 31, 2015
|
As of December 31, 2014
|
|||||||||||||||||||||||||||||||
|
Gross Amount of Derivative Liabilities Presented in the Consolidated Balance Sheet
|
Gross Amount of Eligible Offsetting
Recognized Derivative Assets |
Cash Collateral
Pledged |
Net Amount of
Derivative Liabilities |
Gross Amount of Derivative Liabilities Presented in the Consolidated Balance Sheet
|
Gross Amount of Eligible Offsetting
Recognized Derivative Liabilities |
Cash Collateral
Pledged |
Net Amount of
Derivative Liabilities |
|||||||||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||||||
|
Derivatives subject to master netting agreements
|
$
|
(1,044,292
|
)
|
$
|
129,815
|
|
$
|
—
|
|
$
|
(914,477
|
)
|
$
|
(767,635
|
)
|
$
|
63,981
|
|
$
|
—
|
|
$
|
(703,654
|
)
|
||||||||
|
Total
|
$
|
(1,044,292
|
)
|
$
|
129,815
|
|
$
|
—
|
|
$
|
(914,477
|
)
|
$
|
(767,635
|
)
|
$
|
63,981
|
|
$
|
—
|
|
$
|
(703,654
|
)
|
||||||||
Derivative Instruments
We are exposed to market risk attributable to changes in interest rates, foreign currency exchange rates and fuel prices. We manage these risks through a combination of our normal operating and financing activities and through the use of derivative financial instruments pursuant to our hedging practices and policies. The financial impact of these hedging instruments is primarily offset by corresponding changes in the underlying exposures being hedged. We achieve this by closely matching the notional amount, term and conditions of the derivative instrument with the underlying risk being hedged. Although certain of our derivative financial instruments do not qualify or are not accounted for under hedge accounting, we do not hold or issue derivative financial instruments for trading or other speculative purposes. We monitor our derivative positions using techniques including market valuations and sensitivity analyses.
We enter into various forward, swap and option contracts to manage our interest rate exposure and to limit our exposure to fluctuations in foreign currency exchange rates and fuel prices. These instruments are recorded on the balance sheet at their fair value and the vast majority are designated as hedges. We also use non-derivative financial instruments designated as hedges of our net investment in our foreign operations and investments.
F-32
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
At inception of the hedge relationship, a derivative instrument that hedges the exposure to changes in the fair value of a firm commitment or a recognized asset or liability is designated as a fair value hedge. A derivative instrument that hedges a forecasted transaction or the variability of cash flows related to a recognized asset or liability is designated as a cash flow hedge.
Changes in the fair value of derivatives that are designated as fair value hedges are offset against changes in the fair value of the underlying hedged assets, liabilities or firm commitments. Gains and losses on derivatives that are designated as cash flow hedges are recorded as a component of
Accumulated other comprehensive loss
until the underlying hedged transactions are recognized in earnings. The foreign currency transaction gain or loss of our non-derivative financial instruments and the changes in the fair value of derivatives designated as hedges of our net investment in foreign operations and investments are recognized as a component of
Accumulated other comprehensive loss
along with the associated foreign currency translation adjustment of the foreign operation.
On an ongoing basis, we assess whether derivatives used in hedging transactions are "highly effective" in offsetting changes in the fair value or cash flow of hedged items. We use the long-haul method to assess hedge effectiveness using regression analysis for each hedge relationship under our interest rate, foreign currency and fuel hedging programs. We apply the same methodology on a consistent basis for assessing hedge effectiveness to all hedges within each hedging program (i.e., interest rate, foreign currency and fuel). We perform regression analyses over an observation period of up to three years, utilizing market data relevant to the hedge horizon of each hedge relationship. High effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the changes in the fair values of the derivative instrument and the hedged item. The determination of ineffectiveness is based on the amount of dollar offset between the change in fair value of the derivative instrument and the change in fair value of the hedged item at the end of the reporting period. If it is determined that a derivative is not highly effective as a hedge or hedge accounting is discontinued, any change in fair value of the derivative since the last date at which it was determined to be effective is recognized in earnings. In addition, the ineffective portion of our highly effective hedges is immediately recognized in earnings and reported in
Other income (expense)
in our consolidated statements of comprehensive income (loss).
Cash flows from derivative instruments that are designated as fair value or cash flow hedges are classified in the same category as the cash flows from the underlying hedged items. In the event that hedge accounting is discontinued, cash flows subsequent to the date of discontinuance are classified within investing activities. Cash flows from derivative instruments not designated as hedging instruments are classified as investing activities.
We consider the classification of the underlying hedged item’s cash flows in determining the classification for the designated derivative instrument’s cash flows. We classify derivative instrument cash flows from hedges of benchmark interest rate or hedges of fuel expense as operating activities due to the nature of the hedged item. Likewise, we classify derivative instrument cash flows from hedges of foreign currency risk on our newbuild ship payments as investing activities and derivative instrument cash flows from hedges of foreign currency risk on debt payments as financing activities.
Interest Rate Risk
Our exposure to market risk for changes in interest rates relates to our long-term debt obligations including future interest payments. At
December 31, 2015
, approximately
31.2%
of our long-term debt was effectively fixed as compared to
28.5%
as of
December 31, 2014
. We use interest rate swap agreements to modify our exposure to interest rate movements and to manage our interest expense.
Market risk associated with our long-term fixed rate debt is the potential increase in fair value resulting from a decrease in interest rates. We use interest rate swap agreements that effectively convert a portion of our fixed-rate debt to a floating-rate basis to manage this risk. At
December 31, 2015
and December 31,
2014
, we maintained interest rate swap agreements on the
$420.0 million
fixed rate portion of our
Oasis of the Seas
unsecured amortizing term loan and on the
$650.0 million
unsecured senior notes due 2022. The interest rate swap agreements on
Oasis of the Seas
debt effectively changed the interest rate on the balance of the unsecured term loan, which was
$210.0 million
as of
December 31, 2015
, from a fixed rate of
5.41%
to a LIBOR-based floating rate equal to LIBOR plus
3.87%
, currently approximately
4.40%
. The interest rate swap agreements on the
$650.0 million
unsecured senior notes effectively changed the interest rate of the unsecured senior notes from a fixed rate of
5.25%
to a LIBOR-based floating rate equal to LIBOR plus
3.63%
, currently approximately
3.99%
. These interest rate swap agreements are accounted for as fair value hedges.
F-33
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Market risk associated with our long-term floating rate debt is the potential increase in interest expense from an increase in interest rates. We use interest rate swap agreements that effectively convert a portion of our floating-rate debt to a fixed-rate basis to manage this risk. At
December 31, 2015
, we maintained forward-starting interest rate swap agreements that hedge the anticipated unsecured Euro amortizing term loan that will finance a portion of our purchase of
Harmony of the Seas
. Forward-starting interest rate swaps hedging the
Harmony of the Seas
loan will effectively convert the interest rate for
€693.4 million
, or approximately
$753.7 million
based on the exchange rate at December 31, 2015, of the anticipated loan balance from EURIBOR plus
1.15%
to a fixed rate of
2.26%
(inclusive of margin) beginning in May 2016. In addition, at December 31, 2015, we maintained forward-starting interest rate swap agreements that hedge the anticipated unsecured amortizing term loan that will finance our purchase of
Ovation of the Seas
. Forward-starting interest rate swaps hedging the
Ovation of the Seas
loan will effectively convert the interest rate for
$830.0 million
of the anticipated loan balance from LIBOR plus
1.00%
to a fixed rate of
3.16%
(inclusive of margin) beginning in April 2016. These interest rate swap agreements are accounted for as cash flow hedges.
In addition, at
December 31, 2015
and
December 31, 2014
, we maintained interest rate swap agreements on our
Celebrity Reflection
term loan. Our interest rate swap agreements effectively converted the interest rate on a portion of the
Celebrity Reflection
unsecured amortizing term loan balance of approximately
$490.9 million
from LIBOR plus
0.40%
to a fixed rate (including applicable margin) of
2.85%
through the term of the loan. Additionally, at
December 31, 2015
and December 31, 2014, we maintained interest rate swap agreements on our
Quantum of the Seas
term loan. Our interest rate swap agreements effectively converted the interest rate on a portion of the
Quantum of the Seas
unsecured amortizing term loan balance of approximately
$673.8 million
from LIBOR plus
1.30%
to a fixed rate of
3.74%
(inclusive of margin) through the term of the loan. Furthermore, at December 31, 2015 and December 31, 2014, we maintained interest rate swap agreements on our
Anthem of the Seas
term loan. Our interest rate swap agreements effectively converted the interest rate on a portion of the
Anthem of the Seas
unsecured amortizing term loan balance of approximately
$694.8 million
from LIBOR plus
1.30%
to a fixed rate of
3.86%
(inclusive of margin) through the term of the loan. These interest rate swap agreements are accounted for as cash flow hedges.
The notional amount of interest rate swap agreements related to outstanding debt and on our current unfunded financing arrangements as of
December 31, 2015
and
2014
was
$4.3 billion
and
$2.9 billion
, respectively.
Foreign Currency Exchange Rate Risk
Derivative Instruments
Our primary exposure to foreign currency exchange rate risk relates to our ship construction contracts denominated in Euros, our foreign currency denominated debt and our international business operations. We enter into foreign currency forward contracts, collar options and cross currency swap agreements to manage portions of the exposure to movements in foreign currency exchange rates. As of
December 31, 2015
, the aggregate cost of our ships on order, not including the TUI Cruises' ships on order, was approximately
$7.8 billion
, of which we had deposited
$546.5 million
as of such date. Approximately
58.2%
and
28.8%
of the aggregate cost of the ships under construction was exposed to fluctuations in the Euro exchange rate at
December 31, 2015
and
2014
, respectively. The majority of our foreign currency forward contracts, collar options and cross currency swap agreements are accounted for as cash flow, fair value or net investment hedges depending on the designation of the related hedge.
On a regular basis, we enter into foreign currency forward contracts and, from time to time, we utilize cross-currency swap agreements to minimize the volatility resulting from the remeasurement of net monetary assets and liabilities denominated in a currency other than our functional currency or the functional currencies of our foreign subsidiaries. During
2015
, we maintained an average of approximately
$514.4 million
of these foreign currency forward contracts. These instruments are not designated as hedging instruments. In
2015
,
2014
and
2013
changes in the fair value of the foreign currency forward contracts were losses of approximately
$55.5 million
,
$48.6 million
and
$19.3 million
, respectively, which offset gains arising from the remeasurement of monetary assets and liabilities denominated in foreign currencies in those same years of
$34.6 million
,
$49.5 million
and
$13.4 million
, respectively. These changes were recognized in earnings within
Other income (expense)
in our consolidated statements of comprehensive income (loss).
We consider our investments in our foreign operations to be denominated in relatively stable currencies and of a long-term nature. As of December 31, 2015, we maintained foreign currency forward contracts and designated them as hedges of a portion of our net investment in TUI Cruises of
€302.0 million
, or approximately
$328.3 million
, based on the exchange rate at
December 31, 2015
. These forward currency contracts mature in April 2016.
F-34
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The notional amount of outstanding foreign exchange contracts, including our forward contracts and collar options, as of
December 31, 2015
and
2014
was
$2.4 billion
and
$3.0 billion
, respectively.
Non-Derivative Instruments
We also address the exposure of our investments in foreign operations by denominating a portion of our debt in our subsidiaries' and investments' functional currencies and designating it as a hedge of these subsidiaries and investments. We designated debt as a hedge of our net investments in Pullmantur and TUI Cruises for
€139.4 million
, or approximately
$168.7 million
, through December 31,
2014
. As of December 31, 2015, no debt was designated as a hedge of our net investments in Pullmantur and TUI Cruises.
Fuel Price Risk
Our exposure to market risk for changes in fuel prices relates primarily to the consumption of fuel on our ships. We use fuel swap agreements and fuel call options to mitigate the financial impact of fluctuations in fuel prices.
Our fuel swap agreements are accounted for as cash flow hedges. At
December 31, 2015
, we have hedged the variability in future cash flows for certain forecasted fuel transactions occurring through
2019
. As of
December 31, 2015
and
2014
, we had the following outstanding fuel swap agreements:
|
Fuel Swap Agreements
|
|||||
|
As of December 31, 2015
|
As of December 31, 2014
|
||||
|
(metric tons)
|
|||||
|
2015
|
—
|
|
806,000
|
|
|
|
2016
|
930,000
|
|
802,000
|
|
|
|
2017
|
854,000
|
|
525,000
|
|
|
|
2018
|
583,000
|
|
226,000
|
|
|
|
2019
|
231,000
|
|
—
|
|
|
|
Fuel Swap Agreements
|
|||||
|
As of December 31, 2015
|
As of December 31, 2014
|
||||
|
(% hedged)
|
|||||
|
Projected fuel purchases for year:
|
|||||
|
2015
|
—
|
|
58
|
%
|
|
|
2016
|
65
|
%
|
55
|
%
|
|
|
2017
|
59
|
%
|
35
|
%
|
|
|
2018
|
40
|
%
|
15
|
%
|
|
|
2019
|
15
|
%
|
—
|
%
|
|
At
December 31, 2015
and
2014
,
$321.0 million
and
$223.1 million
, respectively, of estimated unrealized net loss associated with our cash flow hedges pertaining to fuel swap agreements were expected to be reclassified to earnings from
Accumulated other comprehensive loss
within the next twelve months. Reclassification is expected to occur as the result of fuel consumption associated with our hedged forecasted fuel purchases.
F-35
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The fair value and line item caption of derivative instruments recorded within our consolidated balance sheets were as follows:
|
Fair Value of Derivative Instruments
|
|||||||||||||||||||
|
Asset Derivatives
|
Liability Derivatives
|
||||||||||||||||||
|
Balance Sheet
Location |
As of December 31, 2015
|
As of December 31, 2014
|
Balance Sheet
Location |
As of December 31, 2015
|
As of December 31, 2014
|
||||||||||||||
|
Fair Value
|
Fair Value
|
Fair Value
|
Fair Value
|
||||||||||||||||
|
(In thousands)
|
|||||||||||||||||||
|
Derivatives designated as hedging instruments under ASC 815-20
(1)
|
|||||||||||||||||||
|
Interest rate swaps
|
Other assets
|
$
|
—
|
|
$
|
—
|
|
Other long-term liabilities
|
$
|
67,371
|
|
$
|
65,768
|
|
|||||
|
Foreign currency forward contracts
|
Derivative financial instruments
|
93,996
|
|
—
|
|
Derivative financial instruments
|
320,873
|
|
17,619
|
|
|||||||||
|
Foreign currency forward contracts
|
Other assets
|
—
|
|
63,981
|
|
Other long-term liabilities
|
—
|
|
164,627
|
|
|||||||||
|
Foreign currency collar options
|
Derivative financial instruments
|
—
|
|
—
|
|
Derivative financial instruments
|
—
|
|
21,855
|
|
|||||||||
|
Fuel swaps
|
Derivative financial instruments
|
—
|
|
—
|
|
Derivative financial instruments
|
307,475
|
|
227,512
|
|
|||||||||
|
Fuel swaps
|
Other assets
|
—
|
|
—
|
|
Other long-term liabilities
|
325,055
|
|
270,254
|
|
|||||||||
|
Total derivatives designated as hedging instruments under ASC 815-20
|
93,996
|
|
63,981
|
|
1,020,774
|
|
767,635
|
|
|||||||||||
|
Derivatives not designated as hedging instruments under ASC 815-20
|
|||||||||||||||||||
|
Foreign currency forward contracts
|
Derivative Financial Instruments
|
32,339
|
|
—
|
|
Derivative financial instruments
|
—
|
|
—
|
|
|||||||||
|
Fuel swaps
|
Derivative financial instruments
|
8,239
|
|
—
|
|
Derivative financial instruments
|
23,518
|
|
—
|
|
|||||||||
|
Total derivatives not designated as hedging instruments under ASC 815-20
|
40,578
|
|
—
|
|
23,518
|
|
—
|
|
|||||||||||
|
Total derivatives
|
$
|
134,574
|
|
$
|
63,981
|
|
$
|
1,044,292
|
|
$
|
767,635
|
|
|||||||
___________________________________
|
(1)
|
Accounting Standard Codification 815-20 "
Derivatives and Hedging."
|
The carrying value and line item caption of non-derivative instruments designated as hedging instruments recorded within our consolidated balance sheets were as follows:
|
Carrying Value
|
||||||||||
|
Non-derivative instrument designated as
hedging instrument under ASC 815-20 |
Balance Sheet Location
|
As of December 31, 2015
|
As of December 31, 2014
|
|||||||
|
(In thousands)
|
||||||||||
|
Foreign currency debt
|
Long-term debt
|
$
|
—
|
|
$
|
168,718
|
|
|||
|
|
|
$
|
—
|
|
$
|
168,718
|
|
|||
The effect of derivative instruments qualifying and designated as hedging instruments and the related hedged items in fair value hedges on the consolidated statements of comprehensive income (loss) were as follows:
F-36
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
Location of Gain
(Loss) Recognized in Income on Derivative and Hedged Item |
Amount of Gain (Loss)
Recognized in Income on Derivative |
Amount of Gain (Loss)
Recognized in Income on Hedged Item |
||||||||||||||||
|
Derivatives and related Hedged Items
under ASC 815-20 Fair Value Hedging Relationships |
Year Ended December 31, 2015
|
Year Ended December 31, 2014
|
Year Ended December 31, 2015
|
Year Ended December 31, 2014
|
||||||||||||||
|
(In thousands)
|
||||||||||||||||||
|
Interest rate swaps
|
Interest expense, net of interest capitalized
|
$
|
11,276
|
|
$
|
12,217
|
|
$
|
15,743
|
|
$
|
17,403
|
|
|||||
|
Interest rate swaps
|
Other income (expense)
|
10,779
|
|
42,530
|
|
(7,533
|
)
|
(34,304
|
)
|
|||||||||
|
|
|
$
|
22,055
|
|
$
|
54,747
|
|
$
|
8,210
|
|
$
|
(16,901
|
)
|
|||||
The effect of derivative instruments qualifying and designated as cash flow hedging instruments on the consolidated financial statements was as follows:
|
Amount of Gain (Loss)
Recognized in OCI on Derivative (Effective Portion) |
Location of Gain
(Loss) Reclassified from Accumulated OCI into Income (Effective Portion) |
Amount of Gain (Loss)
Reclassified from Accumulated OCI into Income (Effective Portion) |
Location of Gain
(Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) |
Amount of Gain (Loss)
Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness testing) |
||||||||||||||||||||||||
|
Derivatives under
ASC 815-20 Cash Flow Hedging Relationships |
Year Ended December 31, 2015
|
Year Ended December 31, 2014
|
Year Ended December 31, 2015
|
Year Ended December 31, 2014
|
Year Ended December 31, 2015
|
Year Ended December 31, 2014
|
||||||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||
|
Cross currency swaps
|
$
|
—
|
|
$
|
—
|
|
Interest expense
|
$
|
—
|
|
$
|
(261
|
)
|
Other income (expense)
|
$
|
—
|
|
$
|
—
|
|
||||||||
|
Interest rate swaps
|
(52,602
|
)
|
(113,116
|
)
|
Interest expense
|
(36,401
|
)
|
(15,264
|
)
|
Other income (expense)
|
38
|
|
(99
|
)
|
||||||||||||||
|
Foreign currency forward contracts
|
(141,470
|
)
|
(246,627
|
)
|
Depreciation and amortization expenses
|
(2,871
|
)
|
(1,887
|
)
|
Other income (expense)
|
—
|
|
(34
|
)
|
||||||||||||||
|
Foreign currency forward contracts
|
—
|
|
—
|
|
Other income (expense)
|
7,580
|
|
(4,291
|
)
|
Other income (expense)
|
—
|
|
—
|
|
||||||||||||||
|
Foreign currency forward contracts
|
—
|
|
—
|
|
Interest expense
|
—
|
|
(57
|
)
|
Other income (expense)
|
—
|
|
—
|
|
||||||||||||||
|
Foreign currency collar options
|
(64,559
|
)
|
(44,028
|
)
|
Depreciation and amortization expenses
|
(1,605
|
)
|
—
|
|
Other income (expense)
|
—
|
|
—
|
|
||||||||||||||
|
Fuel swaps
|
—
|
|
—
|
|
Other income (expense)
|
(9,583
|
)
|
—
|
|
Other income (expense)
|
—
|
|
—
|
|
||||||||||||||
|
Fuel swaps
|
(439,040
|
)
|
(515,324
|
)
|
Fuel
|
(248,744
|
)
|
(27,984
|
)
|
Other income (expense)
|
(487
|
)
|
(14,936
|
)
|
||||||||||||||
|
$
|
(697,671
|
)
|
$
|
(919,095
|
)
|
$
|
(291,624
|
)
|
$
|
(49,744
|
)
|
$
|
(449
|
)
|
$
|
(15,069
|
)
|
|||||||||||
F-37
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The effect of non-derivative instruments qualifying and designated as net investment hedging instruments on the consolidated financial statements was as follows:
|
Amount of Gain (Loss)
Recognized in OCI (Effective Portion) |
Location of Gain
(Loss) in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing) |
Amount of Gain (Loss) Recognized in Income (Ineffective Portion and
Amount Excluded from Effectiveness Testing) |
||||||||||||||||
|
Non-derivative instruments under ASC 815-20
Net Investment Hedging Relationships |
Year Ended December 31, 2015
|
Year Ended December 31, 2014
|
Year Ended December 31, 2015
|
Year Ended December 31, 2014
|
||||||||||||||
|
(In thousands)
|
|
|
|
|
|
|||||||||||||
|
Foreign Currency Debt
|
$
|
8,955
|
|
$
|
25,382
|
|
Other income (expense)
|
$
|
—
|
|
$
|
—
|
|
|||||
|
$
|
8,955
|
|
$
|
25,382
|
|
|
$
|
—
|
|
$
|
—
|
|
||||||
The effect of derivatives not designated as hedging instruments on the consolidated financial statements was as follows:
|
Amount of Gain (Loss) Recognized
in Income on Derivative |
||||||||||
|
Derivatives Not Designated as Hedging
Instruments under ASC 815-20 |
Location of Gain (Loss)
Recognized in Income on Derivative |
Year Ended December 31, 2015
|
Year Ended December 31, 2014
|
|||||||
|
(In thousands)
|
||||||||||
|
Foreign currency forward contracts
|
Other income (expense)
|
$
|
(55,489
|
)
|
$
|
(48,791
|
)
|
|||
|
Fuel swaps
|
Other income (expense)
|
(175
|
)
|
(1,795
|
)
|
|||||
|
|
|
$
|
(55,664
|
)
|
$
|
(50,586
|
)
|
|||
Credit Related Contingent Features
Our current interest rate derivative instruments may require us to post collateral if our Standard & Poor's and Moody's credit ratings remain below specified levels. Specifically, if on the fifth anniversary of entering into a derivative transaction or on any succeeding fifth-year anniversary our credit ratings for our senior unsecured debt were to be rated below BBB- by Standard & Poor's and Baa3 by Moody's, then each counterparty to such derivative transaction with whom we are in a net liability position that exceeds the applicable minimum call amount may demand that we post collateral in an amount equal to the net liability position. The amount of collateral required to be posted following such event will change each time our net liability position increases or decreases by more than the applicable minimum call amount. If our credit rating for our senior unsecured debt is subsequently equal to, or above
BBB-
by Standard & Poor's or
Baa3
by Moody's, then any collateral posted at such time will be released to us and we will no longer be required to post collateral unless we meet the collateral trigger requirement at the next fifth-year anniversary. Currently, our senior unsecured debt credit rating is
BB+
with a stable outlook by Standard & Poor's and
Ba1
with a stable outlook by Moody's. We currently have
seven
interest rate derivative hedges that have a term of at least
five years
. The aggregate fair values of all derivative instruments with such credit-related contingent features in net liability positions as of
December 31, 2015
and
December 31, 2014
were
$67.4 million
and
$65.8 million
, respectively, which do not include the impact of any such derivatives in net asset positions. The earliest that any of the
seven
interest rate derivative hedges will reach their fifth anniversary is November 2016. Therefore, as of
December 31, 2015
, we were not required to post collateral for any of our derivative transactions.
F-38
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 15.
Commitments and Contingencies
Capital Expenditures
Our future capital commitments consist primarily of new ship orders. As of
December 31, 2015
, we had
three
Quantum-class ships and
two
Oasis-class ships on order for our Royal Caribbean International brand with an aggregate capacity of approximately
23,350
berths. Additionally, we have two "Project Edge" ships on order for our Celebrity Cruises brand with an aggregate capacity of approximately
5,800
berths. The following provides further information on our ship orders:
During 2014, our conditional agreement with STX France to build the fourth Oasis-class ship for Royal Caribbean International became effective. We received commitments for the unsecured financing of the ship for up to
80%
of the ship’s contract price through a facility to be guaranteed
100%
by COFACE, the official export credit agency of France. The ship will have a capacity of approximately
5,450
berths and is expected to enter service in the second quarter of 2018. In January 2015, we entered into a financing arrangement for the US dollar financing of this ship. Through the financing arrangement, we have the right, but not the obligation, to satisfy the obligations to be incurred upon delivery and acceptance of the vessel under the shipbuilding contract by assuming, at delivery and acceptance, the debt indirectly incurred by the shipbuilder during the construction of the ship. The amount assumed under this arrangement is not to exceed the US dollar equivalent of
€931.2 million
, or approximately
$1.0 billion
, based on the exchange rate at December 31, 2015. The loan, if we were to elect assumption at the date of actual delivery, will amortize semi-annually and will mature
12
years following delivery of the ship. Interest on the loan will accrue at a fixed rate of
3.82%
(inclusive of the applicable margin).
In 2015, we entered into agreements with Meyer Werft to build the fourth and fifth Quantum-class ships for Royal Caribbean International. We received commitments for the unsecured financing of the ships for up to
80%
of each of the ship’s contract price. Hermes has agreed to guarantee to the lenders payment of
95%
of the financing. The ships will each have a capacity of approximately
4,150
berths and is expected to enter service in the second quarter of 2019 and the fourth quarter of 2020, respectively.
In 2015, our conditional agreements with STX France to build two ships of a new generation of Celebrity Cruises ships, known as "Project Edge" became effective. We received commitments for the unsecured financing of the ships for up to
80%
of the ship’s contract price through a facility to be guaranteed
100%
by COFACE. The ships will each have a capacity of approximately
2,900
berths and are expected to enter service in the second half of 2018 and the first half of 2020, respectively.
In 2014, we entered into a credit agreement for the US dollar financing of a portion of the third Oasis-class ship. The credit agreement makes available to us an unsecured term loan in an amount up to the US dollar equivalent of
€178.4 million
, or approximately
$193.9 million
, based on the exchange rate at
December 31, 2015
. The loan amortizes semi-annually and will mature
12
years following delivery of the ship. At our election, prior to the ship delivery, interest on the loan will accrue either (1) at a fixed rate of
2.53%
(inclusive of the applicable margin) or (2) at a floating rate equal to LIBOR plus
1.20%
. In connection with this credit agreement, we amended the
€892.2 million
credit agreement, originally entered into in 2013 to finance the ship, reducing the maximum facility amount to approximately
€713.8 million
. Both of the facilities are
100%
guaranteed by COFACE.
As of
December 31, 2015
, the aggregate cost of our ships on order, not including the TUI Cruises' ships on order, was approximately
$7.8 billion
, of which we had deposited
$546.5 million
as of such date. Approximately
58.2%
of the aggregate cost was exposed to fluctuations in the Euro exchange rate at
December 31, 2015
. (Refer to Note 14.
Fair Value Measurements and Derivative Instruments
).
Litigation
A class action complaint was filed in June 2011 against Royal Caribbean Cruises Ltd. in the United States District Court for the Southern District of Florida on behalf of a purported class of stateroom attendants employed onboard
F-39
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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.
Operating Leases
In July 2002, we entered into an operating lease denominated in British pound sterling for the
Brilliance of the Seas
. In December 2014, we terminated the leasing of
Brilliance of the Seas
and, as part of the agreement, purchased the ship for a net settlement purchase price of approximately
£175.4 million
or
$275.4 million
. Refer to Note 5.
Property and Equipment
for further discussion on the transaction. Prior to the purchase, the lease payments varied based on sterling LIBOR and were included in
Other operating expenses
in our consolidated statements of comprehensive income (loss).
Brilliance of the Seas
lease expense amounts were approximately
£11.7 million
and
£12.3 million
, or approximately
$19.3 million
and
$19.1 million
for the years ended December 31,
2014
and
2013
, respectively.
We are obligated under other noncancelable operating leases primarily for offices, warehouses and motor vehicles. As of
December 31, 2015
, future minimum lease payments under noncancelable operating leases were as follows (in thousands):
|
Year
|
|||
|
2016
|
$
|
22,229
|
|
|
2017
|
18,774
|
|
|
|
2018
|
15,432
|
|
|
|
2019
|
12,323
|
|
|
|
2020
|
10,806
|
|
|
|
Thereafter
|
146,951
|
|
|
|
$
|
226,515
|
|
|
Total expense for all operating leases amounted to
$29.7 million
,
$52.0 million
and
$57.5 million
for the years
2015
,
2014
and
2013
, respectively.
Other
F-40
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Some of the contracts that we enter into include indemnification provisions that obligate us to make payments to the counterparty if certain events occur. These contingencies generally relate to changes in taxes, increased lender capital costs and other similar costs. The indemnification clauses are often standard contractual terms and are entered into in the normal course of business. There are no stated or notional amounts included in the indemnification clauses and we are not able to estimate the maximum potential amount of future payments, if any, under these indemnification clauses. We have not been required to make any payments under such indemnification clauses in the past and, under current circumstances, we do not believe an indemnification in any material amount is probable.
If (i) any person other than A. Wilhelmsen AS. and Cruise Associates and their respective affiliates (the "Applicable Group") acquires ownership of more than
33%
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, we may be obligated to prepay indebtedness outstanding under our ship financing facilities, which we may be unable to replace on similar terms. 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, by a person other than a member of the Applicable Group coupled with a ratings downgrade. If this were to occur, it would have an adverse impact on our liquidity and operations.
At
December 31, 2015
, we have future commitments to pay for our usage of certain port facilities, marine consumables, services and maintenance contracts as follows (in thousands):
|
Year
|
|||
|
2016
|
$
|
60,064
|
|
|
2017
|
60,964
|
|
|
|
2018
|
28,437
|
|
|
|
2019
|
100,048
|
|
|
|
2020
|
28,665
|
|
|
|
Thereafter
|
86,556
|
|
|
|
$
|
364,734
|
|
|
Note 16.
Restructuring and Related Impairment Charges
For the years ended December 31, 2014 and December 31, 2013, we incurred the following restructuring and related impairment charges in connection with our profitability initiatives (in thousands):
|
2014
|
2013
|
||||||
|
Restructuring exit costs
|
$
|
4,318
|
|
$
|
23,432
|
|
|
|
Impairment charges
|
—
|
|
33,514
|
|
|||
|
Restructuring and related impairment charges
|
$
|
4,318
|
|
$
|
56,946
|
|
|
The following are the profitability initiatives:
Consolidation of Global Sales, Marketing, General and Administrative Structure
F-41
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
One of our profitability initiatives related to restructuring and consolidation of our global sales, marketing and general and administrative structure. Activities related to this initiative include the consolidation of most of our call centers located outside of the United States and the establishment of brand dedicated sales, marketing and revenue management teams in key priority markets. This resulted in the elimination of approximately
500
shore-side positions in 2013, primarily from our international markets, resulting in the recognition of a liability for one-time termination benefits during the year ended December 31, 2013. Additionally, we incurred contract termination costs and other related costs consisting of legal and consulting fees to implement this initiative.
As a result of these actions, we incurred restructuring exit costs of
$1.1 million
and
$18.2 million
for the years ended December 31, 2014 and December 31, 2013, respectively, which are reported in
Restructuring and related impairment charges
in our consolidated statements of comprehensive income (loss). The costs incurred in 2014 are mainly related to discretionary bonus payments paid to persons whose positions were eliminated as part of our restructuring activities.
In connection with this initiative, we incurred approximately
$7.4 million
of other costs during 2014 that primarily consisted of call center transition costs and accelerated depreciation on lease hold improvements and were classified within
Marketing, selling and administrative expenses
and
Depreciation and amortization expenses,
respectively, in our consolidated statements of comprehensive income (loss). During 2014, we completed the restructuring activities related to this initiative.
Pullmantur Restructuring
Restructuring Exit Costs
In the fourth quarter of 2013, we moved forward with an initiative related to Pullmantur’s focus on its cruise business and its expansion in Latin America. Activities related to this initiative included the sale of Pullmantur's non-core businesses. This resulted in the elimination of approximately
100
Pullmantur shore-side positions and the recognition of a liability for one-time termination benefits during the fourth quarter of 2013. In the second quarter of 2014, we elected not to execute the dismissal of approximately
30
of the positions which resulted in a partial reversal of the liability. Additionally, we incurred contract termination costs and other related costs consisting of legal and consulting fees to implement this initiative.
As a result of these actions, we incurred restructuring exit costs of
$3.2 million
and
$5.3 million
for the years ended December 31, 2014 and December 31, 2013, respectively, which are reported in
Restructuring and related impairment charges
in our consolidated statements of comprehensive income (loss).
In connection with this initiative, we incurred approximately
$8.9 million
of other costs during 2014, associated with placing operating management closer to the Latin American market that was classified within
Marketing, selling and administrative expenses
in our consolidated statements of comprehensive income (loss). During 2014, we completed the restructuring activities related to this initiative.
Sale of Pullmantur Non-core Businesses
As part of our Pullmantur related initiatives, on March 31, 2014, Pullmantur sold the majority of its interest in its non-core businesses. These non-core businesses included Pullmantur’s land-based tour operations, travel agency and
49%
interest in its air business. In connection with the sale agreement, we retained a
19%
interest in each of the non-core businesses as well as
100%
ownership of the aircraft which are being dry leased to Pullmantur Air. Consistent with our Pullmantur two-month lag reporting period, we reported the impact of the sale in the second quarter of 2014. Refer to Note 1.
General
for information on the basis on which we prepare our consolidated financial statements.
The sale resulted in a gain of
$0.6 million
recognized during the year ended December 31, 2014, inclusive of the release of cumulative translation adjustment losses, which is classified within
Other operating expenses
in our consolidated statements of comprehensive income (loss). As part of the sale, we agreed to maintain commercial and
F-42
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
bank guarantees on behalf of the buyer for a maximum period of twelve months and extended a term loan facility to Nautalia due June 30, 2016. We recorded the fair value of the guarantees and a loss reserve for the loan amount drawn, offsetting the gain recognized by
$5.5 million
. Refer to Note 13.
Changes in Accumulated Other Comprehensive Income (Loss)
for further information on the release of the foreign currency translation losses.
The non-core businesses met the accounting criteria to be classified as held for sale during the fourth quarter of 2013 which resulted in restructuring related impairment charges of
$20.0 million
in 2013 to adjust the carrying value of assets held for sale to their fair value, less cost to sell. Additionally, the fair value of Pullmantur's aircraft were determined to be less than their carrying value and a restructuring related impairment charge of
$13.5 million
was also recognized in earnings during the fourth quarter of 2013. These impairment charges were reported within
Restructuring and related impairment charges
in our consolidated statements of comprehensive income (loss). As of December 31, 2013, assets and liabilities held for sale were not material to our consolidated balance sheet and no longer exist as of December 31, 2014. The businesses did not meet the criteria for discontinued operations reporting as a result of our significant continuing involvement.
Note 17.
Quarterly Selected Financial Data (Unaudited)
|
(In thousands, except per share data)
|
|||||||||||||||||||||||||||||||
|
First Quarter
|
Second Quarter
|
Third Quarter
|
Fourth Quarter
|
||||||||||||||||||||||||||||
|
2015
|
2014
|
2015
|
2014
|
2015
|
2014
|
2015
|
2014
|
||||||||||||||||||||||||
|
Total revenues
(1)
|
$
|
1,815,599
|
|
$
|
1,887,224
|
|
$
|
2,058,322
|
|
$
|
1,980,043
|
|
$
|
2,523,100
|
|
$
|
2,388,762
|
|
$
|
1,902,053
|
|
$
|
1,817,826
|
|
|||||||
|
Operating income
(2)(3)
|
$
|
105,682
|
|
$
|
97,466
|
|
$
|
261,297
|
|
$
|
195,587
|
|
$
|
258,005
|
|
$
|
529,462
|
|
$
|
249,918
|
|
$
|
119,344
|
|
|||||||
|
Net income
(2)(3)(4)
|
$
|
45,230
|
|
$
|
26,457
|
|
$
|
184,967
|
|
$
|
137,673
|
|
$
|
228,787
|
|
$
|
490,248
|
|
$
|
206,799
|
|
$
|
109,768
|
|
|||||||
|
Earnings per share:
|
|||||||||||||||||||||||||||||||
|
Basic
|
$
|
0.21
|
|
$
|
0.12
|
|
$
|
0.84
|
|
$
|
0.62
|
|
$
|
1.04
|
|
$
|
2.20
|
|
$
|
0.95
|
|
$
|
0.50
|
|
|||||||
|
Diluted
|
$
|
0.20
|
|
$
|
0.12
|
|
$
|
0.84
|
|
$
|
0.62
|
|
$
|
1.03
|
|
$
|
2.19
|
|
$
|
0.94
|
|
$
|
0.49
|
|
|||||||
|
Dividends declared per share
|
$
|
0.30
|
|
$
|
0.25
|
|
$
|
0.30
|
|
$
|
0.25
|
|
$
|
0.38
|
|
$
|
0.30
|
|
$
|
0.38
|
|
$
|
0.30
|
|
|||||||
___________________________________
|
(1)
|
Our revenues are seasonal based on the demand for cruises. Demand is strongest for cruises during the Northern Hemisphere's summer months and holidays.
|
|
(2)
|
Amounts for the third quarter of 2015 include an impairment charge of
$411.3 million
to write down Pullmantur's goodwill, trademarks and trade names and certain long-lived assets to their fair value. Amounts for the third quarter of 2014 include a loss of
$17.4 million
due to the sale of
Celebrity Century
.
|
|
(3)
|
Amounts for the third and fourth quarters of 2014 include an aggregate increase to operating income and net income of
$16.3 million
and
$36.8 million
, respectively, due to the change in our voyage proration methodology as of September 30, 2014. Refer to Note 2.
Summary of Significant Accounting Policies
for further information.
|
|
(4)
|
Amount for the third quarter of 2015 includes a tax benefit of
$12.0 million
related to the Pullmantur impairment. Amount for the fourth quarter of 2014 includes a
$33.5 million
tax benefit related to the reversal of a deferred tax asset valuation allowance due to Spanish tax reform. Refer to Note 12.
Income Taxes
for further information.
|
F-43
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsNote 3. GoodwillNote 4. Intangible AssetsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIPart IVItem 15. Exhibits and Financial Statement SchedulesNote 1. GeneralNote 2. Summary Of Significant Accounting PoliciesNote 5. Property and EquipmentNote 6. Other AssetsNote 7. Long-term DebtNote 8. Shareholders' EquityNote 9. Stock-based Employee CompensationNote 10. Earnings Per ShareNote 11. Retirement PlanNote 12. Income TaxesNote 13. Changes in Accumulated Other Comprehensive Income (loss)Note 14. Fair Value Measurements and Derivative InstrumentsNote 15. Commitments and ContingenciesNote 16. Restructuring and Related Impairment ChargesNote 17. Quarterly Selected Financial Data (unaudited)