Royal Caribbean Cruises (RCL) 10-K risk factor changes: FY2018 vs FY2017

These risks may be exacerbated if [added: a structured withdrawal agreement is not ratified before the March 29, 2019 deadline, and/or if] voters of other countries within the European Union similarly elect to exit the European Union in future referendums.

Incidents or adverse publicity concerning our [removed: ships] [added: ships, port facilities, land destinations] and/or passengers or the cruise vacation industry in general, unusual weather conditions and other natural disasters or disruptions could affect our reputation as well as impact our sales and results of operations.

Our cruise [removed: ships and] [added: ships,] port facilities [added: and land destinations] may also be adversely impacted by weather or natural disasters or disruptions, such as hurricanes.

Increases in the frequency, severity or duration of severe weather events, including those related to climate change, could exacerbate [removed: the] [added: their] impact and cause further disruption to our [removed: operations.][added: operations or make certain destinations less desirable.]

As of December 31, [removed: 2017,] [added: 2018,] a total of [removed: 75] [added: 89] new ships with approximately [removed: 184,000] [added: 198,000] berths are on order for delivery through [removed: 2022] [added: 2023] in the cruise industry.

The availability of ports [added: and destinations] is affected by a number of factors, including existing capacity constraints, constraints related to the size of certain ships, security, environmental and health concerns, adverse weather conditions and natural disasters, financial limitations on port development, exclusivity arrangements that ports may have with our competitors, [added: geopolitical developments,] local governmental regulations and local community concerns about port development and other adverse impacts on their communities from additional [removed: tourists.][added: tourists and overcrowding.]

[removed: There are a limited number of shipyards with the capability and capacity to build our new ships and, accordingly, increased] [added: Increased] demand for available new construction slots and/or continued consolidation in the cruise shipyard industry [removed: (including completion of Italian shipbuilder Fincantieri's bid for STX France)] could impact our ability [removed: to] [added: to: (1)] construct new [removed: ships] [added: ships,] when and as planned, [added: (2)] cause us to continue to commit to new ship orders earlier than we have historically done so and/or [added: (3)] result in stronger bargaining power on the part of the shipyards and the export credit agencies providing financing for the project.

We therefore risk losing business not only to other cruise lines, but also to other vacation operators, which provide other leisure [removed: options] [added: options,] including hotels, resorts, internet-based alternative lodging sites and package holidays and tours.

See “-Adverse worldwide [removed: economic, geopolitical] [added: economic] or other conditions…” and “-Incidents or adverse publicity concerning our ships and/or passengers or the cruise vacation industry…” for more information.

Our debt agreements contain covenants, including covenants restricting our [added: and their] ability to take certain actions and financial covenants.

More specifically, we may be required to prepay our bank financing facilities if any person acquires ownership of more than 50% of our common stock or, subject to certain exceptions, during any 24-month period, a majority of [removed: the Board] [added: our board of directors] is no longer comprised of individuals who were members of [removed: the Board] [added: our board of directors] on the first day of such period.

[removed: Our failure] [added: Failure] to comply with the terms of [removed: our] [added: these] debt facilities could result in an event of default.

Our business also requires us to make capital allocation decisions, such as ordering new [removed: ships and/or] [added: ships,] upgrading our existing fleet, [added: enhancing our technology and data capabilities, and expanding our portfolio of land-based assets,] based on expected market [removed: preferences] [added: preferences, competition] and projected demand.

[removed: 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.

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 [removed: booking.][added: bookings.]

In addition, the travel agent industry is sensitive to economic conditions that impact discretionary [removed: income.][added: income of consumers.]

In addition, substantial or repeated information [removed: systems] [added: system] failures, computer viruses or cyber-attacks impacting our shoreside or shipboard operations could adversely impact our business.

Our success depends, in large part, on the skills and contributions of key executives and other employees, and on our ability to recruit, develop and retain high quality [removed: personnel.][added: personnel and develop adequate succession plans.]

As of December 31, [removed: 2017, 85%] [added: 2018, 89%] of our shipboard employees were covered by collective bargaining agreements.

Business activities that involve our [removed: co-investment] [added: co-investments] with third parties may subject us to additional risks.

Partnerships, joint ventures and other business structures involving our [removed: co-investment] [added: co-investments] with third parties 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 [added: meet their obligations, or could have or develop business interests, policies or objectives that are inconsistent with ours.]

These or other issues related to our [removed: co-investment] [added: co-investments] with third parties could adversely impact our operations.

[removed: A failure] [added: If we are unable] to keep pace with developments in technology or technological [removed: obsolescence could impair] [added: obsolescence,] our operations or competitive [removed: position.][added: position could become impaired.]

We also may not achieve the benefits that we anticipate from any new technology or system, [removed: and a failure to do so] [added: which] could result in higher than anticipated costs or [removed: could] impair our operating results.

We [removed: may be] [added: are] exposed to [removed: the threat of cyber attacks and/or] [added: cyber-attacks and] data breaches, including the risks and costs associated with protecting our [removed: key operating] systems and maintaining integrity and security of our business information, as well as personal data of our guests, employees and business partners.

[removed: Cyber attacks] [added: These cyber-attacks] can vary in scope and intent from [removed: economically driven] attacks [added: with the objective of compromising our systems, networks and communications for economic gain] to [removed: malicious] attacks [removed: targeting our key operating systems] with the [removed: intent to disrupt, disable] [added: objective of disrupting, disabling] or otherwise [removed: cripple] [added: compromising] our maritime [removed: and /or] [added: and/or] shoreside operations.

The breadth and scope of [removed: this threat has grown over time, and] [added: these attacks, as well as] the techniques and sophistication used to conduct [removed: cyber attacks, as well as the sources and targets of the] [added: these] attacks, [removed: change frequently.][added: have grown over time.]

While we [added: continue to evolve our cyber-security practices in line with our business' reliance on technology and the changing external threat landscape, and we] invest time, effort and [removed: capital] [added: financial] resources to secure our [removed: key systems] [added: systems, networks] and [removed: networks,] [added: communications,] our security measures cannot provide absolute assurance that we will be successful in preventing or responding to all [removed: such attacks.][added: cyber-attacks.]

A successful [removed: cyber attack] [added: cyber-attack] may target us directly, or [added: it] may be the result of a third [removed: party vendor's] [added: party's] inadequate care.

In either scenario, the Company may suffer damage to its [removed: key] systems [removed: and/or] [added: and] data that could interrupt our operations, adversely impact our reputation and brand and expose us to increased risks of governmental investigation, litigation [added: and other liability, any of which could adversely affect our business.]

In [removed: addition to malicious cyber attacks,] [added: addition,] we are also subject to various risks associated with the collection, handling, storage and transmission of sensitive information.

In the course of doing business, we collect large volumes of [removed: internal,] [added: employee,] customer and other third-party data, including personally identifiable information and individual credit data, for various business purposes.

We are subject to federal, state and international laws (including the European Union General Data Protection Regulation which [removed: will take] [added: took] effect in May 2018), as well as industry standards, relating to the collection, use, retention, security and transfer of personally identifiable information and individual credit data.

The potential unavailability of insurance [removed: coverage or] [added: coverage,] an inability to obtain insurance coverage at commercially reasonable rates [added: or our failure to have coverage in sufficient amounts to cover our incurred losses] may adversely affect our financial condition or results of operations.

Accordingly, we are not protected against all risks [added: and we cannot be certain that our coverage will be adequate for liabilities actually incurred] which could result in an unexpected decrease in our revenue and results of operations in the event of an incident.

We are members of [removed: three] [added: four] Protection and Indemnity ("P&I") clubs, which are part of a worldwide group of 13 P&I clubs, known as the International Group of P&I Clubs (the “IG”).

We cannot be certain that insurance and reinsurance coverage will be available to us and at commercially reasonable rates in the [removed: future.][added: future or at all or, if available, that it will be sufficient to cover potential claims.]

There is increasing global regulatory focus on climate [removed: change and] [added: change,] greenhouse gas (GHG) [added: and other] emissions.

We believe that most of our income (including that of our subsidiaries) is derived from or incidental to the international operation of [removed: a ship or] ships.

[removed: To] the [removed: extent the United Kingdom tonnage tax laws 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.

Also, a significant increase in interest rates could materially impact the cost of our floating rate debt.

Furthermore, regulatory changes, such as the announcement of the United Kingdom’s Financial Conduct Authority to phase out LIBOR by the end of 2021, may adversely affect our portfolio of floating-rate debt and interest rate derivatives.

If LIBOR ceases to exist, we may need to renegotiate any credit agreements or interest rate derivatives agreements extending beyond 2021 that utilize LIBOR as a factor in determining the interest rate or hedge rate, which could adversely impact our cost of debt.

For example, we are currently monitoring developments in Venezuela as well as the U.S. government's recent comments regarding its policy towards Cuba and its impact to our business.

A significant shift in U.S. policy towards Cuba, including the administration’s possible taking action to limit the ability of companies like us to continue to conduct business in Cuba, and/or a significant deterioration in the Cuban economy could impact our Cuban itineraries and associated ticket and tour revenues.

In addition, the administration has stated it is reviewing whether to continue to suspend the right of private parties to bring litigation under the Helms-Burton Act against companies making unauthorized use of property confiscated by the Cuban government.

If such suspension is lifted, monetary and other claims may be brought against us and other companies doing business in Cuba.

Although we believe we have meritorious defenses to any such claims, it is possible that such claims could lead to an adverse impact on our business.

Today certain ports and destinations are facing a surge of both cruise and non-cruise tourism which, in certain cases, has fueled anti-tourism sentiments and related countermeasures to limit the volume of tourists allowed in these destinations, including proposed limits on cruise ships and cruise passengers.

In 2019, for example, the local government of Dubrovnik, Croatia will cap the number of cruise ships that can dock each day to two and the number of corresponding passengers to 5,000.

Similar potential restrictions in ports and destinations such as Barcelona, Venice, Amsterdam and the Norwegian fjords could limit the itinerary and destination options we can offer our passengers going forward.

There are a limited number of shipyards with the capability and capacity to build our new ships.

These attempts to expand

Past or pending business acquisitions or potential acquisitions that we may decide to pursue in the future carry inherent risks which could adversely impact our financial performance and condition.

The Company, from time to time, has engaged in acquisitions (e.g., our recent Silversea Cruises acquisition) and may pursue acquisitions in the future, which are subject to, among other factors, the Company’s ability to identify attractive business opportunities and to negotiate favorable terms for such opportunities.

Accordingly, the Company cannot make any assurances that potential acquisitions will be completed timely or at all, or that if completed, we would realize the anticipated benefits of such acquisition.

Acquisitions also carry inherent risks such as, among others: (1) the potential delay or failure of our efforts to successfully integrate business processes and realizing expected synergies; (2) difficulty in aligning procedures, controls and/or policies; and (3) future unknown liabilities and costs that may be associated with an acquisition.

In addition, acquisitions may also adversely impact our liquidity and/or debt levels, and the recognized value of goodwill and other intangible assets can be negatively affected by unforeseen events and/or circumstances, which may result in an impairment charge.

Any of the foregoing events could adversely impact our financial condition and results of operations.

We are subject to cyber-attacks.

The attacks can encompass a wide range of methods and intent, including phishing attacks, illegitimate requests for payment, theft of intellectual property, theft of confidential or non-public information, installation of malware, installation of ransomware and theft of personal or business information.

For example, in September 2018, we discovered instances of unauthorized access to a number of employee e-mail communications, some of which contained proprietary business and personally identifiable information.

We have implemented additional safeguards, and we do not believe that we experienced any material losses related to this incident; however, there can be no assurance that this or any other breach or incident will not have a material impact on our operations and financial results in the future.

To the extent the United Kingdom tonnage tax laws change or we do not continue to meet

For example, the 2017 hurricane season was particularly impactful to our operations in the Caribbean.

meet their obligations, or could have or develop business interests, policies or objectives that are inconsistent with ours.

With the sale of 51% of our interest in Pullmantur Holdings in July 2016, we continue to expand the breadth of our co-investment activities, which also include TUI Cruises, SkySea Cruises, Grand Bahama Shipyard and minority ownership investments in various port development and other projects.

This can include any combination of phishing attacks, malware and/or viruses targeted at our key systems.

and other liability, any of which could adversely affect our business.

Even if we are fully compliant with legal and/or industry standards and any relevant contractual requirements, we still may not be able to prevent security breaches involving sensitive data and/or critical systems.

All statements other than statements of historical fact, including statements regarding guidance (including our expectations for the first quarter and full year of [removed: 2018] [added: 2019] and our earnings and yield estimates for [removed: 2018] [added: 2019] set forth under the heading "Outlook" below), business and industry prospects or future results of operations or financial position, made in this Annual Report on Form 10-K are forward-looking.

| • | a discussion of our results of operations for the year ended December 31, [removed: 2017] [added: 2018] compared to the same period in [removed: 2016] [added: 2017] and the year ended December 31, [removed: 2016] [added: 2017] compared to the same period in [removed: 2015;] [added: 2016;] |

| • | a discussion of our business outlook, including our expectations for selected financial items for the first quarter and full year of [removed: 2018;] [added: 2019;] and |

[removed: 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 [added: of a ship.]

If we had reduced our estimated average ship useful life by one year, depreciation expense for [removed: 2017] [added: 2018] would have increased by approximately [removed: $51.5] [added: $63.8] million.

If our ships were estimated to have no residual value, depreciation expense for [removed: 2017] [added: 2018] would have increased by approximately [removed: $215.5] [added: $243.0] million.

We may elect to bypass the qualitative assessment and proceed directly to step [added: one, for any reporting unit, in any period.]

We estimate the fair value of these assets using a discounted cash flow model and various valuation methods depending on the nature of the intangible asset, such as the relief-from-royalty method for trademarks and [removed: tradenames.][added: trade names.]

If active markets are not [removed: available] [added: 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.

During the fourth quarter of [removed: 2017,] [added: 2018,] we performed a qualitative assessment of the Royal Caribbean International reporting unit.

No indicators of impairment exist primarily because the reporting unit's fair value has consistently exceeded its carrying value by a significant margin and forecasts of operating results [added: expected to be] generated by the reporting unit appear sufficient to support its carrying value.

As of December 31, [removed: 2017,] [added: 2018,] the carrying amount of goodwill attributable to our Royal Caribbean reporting unit was [removed: $286.9] [added: $286.7] million.

Summary of Significant Accounting Policies and Note [removed: 14.][added: 17.]

[removed: We] [added: On a regular basis, we] enter into foreign currency forward [removed: contracts and collars,] [added: contracts,] interest [removed: rate, cross-currency] [added: rate] 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 [removed: 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 believe it is unlikely that materially different estimates for the fair value of our foreign currency forward contracts and interest [removed: rate, cross-currency] [added: rate] and fuel swaps and options would be derived from other appropriate valuation models using similar assumptions, inputs or conditions suggested by actual historical experience.

While it is typically very difficult to determine the timing and ultimate outcome of such actions, we use our best judgment [added: 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.]

Adjusted Earnings per Share ("Adjusted EPS") represents Adjusted Net Income [added: attributable to Royal Caribbean Cruises Ltd.] divided by weighted average shares outstanding or by diluted weighted average shares outstanding, as applicable.

Adjusted Net Income [added: attributable to Royal Caribbean Cruises Ltd. ("Adjusted Net Income")] represents net income [added: less net income attributable to noncontrolling interest] excluding certain items that we believe adjusting for is meaningful when assessing our performance on a comparative basis.

For the periods presented, these items included [added: (i)] the impairment [added: loss related to Skysea Holding, (ii) the impairment loss and other costs related to the exit] of [added: our tour operations business, (iii)] the [removed: Pullmantur] [added: transaction costs] related [removed: assets,] [added: to] the [added: Silversea Cruises acquisition, (iv) the amortization of the Silversea Cruises intangible assets resulting from the acquisition, (v) the noncontrolling interest adjustment to exclude the impact of the contractual accretion requirements associated with the put option held by Silversea Cruises Group Ltd.'s noncontrolling interest, (vi) the impact of the change in accounting principle related to the recognition of stock-based compensation expense from the graded attribution method to the straight-line attribution method for time-based stock awards, (vii) the] net loss related to the elimination of the Pullmantur reporting lag, [added: (viii)] the net gain related to the 51% sale of the Pullmantur and CDF Croisières de France ("CDF") brands, [added: (ix) the] restructuring charges and other initiative costs related to our Pullmantur right-sizing strategy and [added: (x)] other restructuring initiatives.

For this reason, we also monitor Net Yields, Net Cruise Costs and Net Cruise Costs Excluding Fuel as if the current [removed: periods'] [added: period's] currency exchange rates had remained constant with the comparable prior [removed: periods'] [added: period's] rates, or on a "Constant Currency" basis.

We believe these non-GAAP measures provide expanded insight to measure revenue and cost performance in addition to the [added: standard] GAAP based financial measures.

There are no specific rules or regulations for determining non-GAAP and Constant Currency measures, and as such, [removed: there exists the possibility that] they may not be comparable to other companies within the industry.

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

[removed: Due to significant uncertainty, we] are unable to predict, without unreasonable effort, the future movement of foreign exchange rates, fuel prices and interest rates inclusive of our related hedging programs.

Our [removed: 2017] [added: 2018] net income was [removed: $1.6] [added: $1.8] billion, or [removed: $7.53] [added: $8.56] per diluted share, compared to [removed: $1.3] [added: $1.6] billion, or [removed: $5.93] [added: $7.53] per diluted share, in [removed: 2016.][added: 2017.]

Adjusted Net Income for [removed: 2017] [added: 2018] was [removed: $1.6] [added: $1.9] billion, or [removed: $7.53] [added: $8.86] per diluted share, compared to [removed: $1.3] [added: $1.6] billion, or [removed: $6.08] [added: $7.53] per diluted share, in [removed: 2016.][added: 2017.]

Additionally, Net Yields on a Constant-Currency basis increased for the [removed: eighth] [added: ninth] consecutive year.

For the year ended December 31, [removed: 2017,] [added: 2018,] our Net Yields on a Constant-Currency basis increased by [removed: 6.4%,] [added: 4.4%,] primarily driven by increases in both ticket and onboard [removed: yields and by a benefit from the deconsolidation of the Pullmantur brand.][added: yields.]

Net onboard revenue yield in [removed: 2017] [added: 2018] grew by [removed: 6.8%] [added: 5.1%] year-over-year on a Constant Currency basis.

Growth came from a variety of [removed: areas,] [added: revenue enhancing initiatives,] including beverage package [removed: sales, specialty restaurants,] [added: sales and promotions, gaming initiatives and new strategies and promotions on our] shore excursions, [added: specialty restaurants] and [removed: our high speed onboard internet products.][added: Internet services.]

In [removed: 2017,] [added: 2018,] our Net Cruise Costs Excluding Fuel increased by [removed: 2.0%] [added: 4.1%] on a Constant Currency basis compared to [removed: 2016.][added: 2017.]

In [removed: 2017,] [added: 2018,] we bought back [removed: $225] [added: $575] million shares of common stock [added: and we have $700 million remaining] under our [removed: $500 million] [added: $1.0 billion] share repurchase program that was announced in [removed: April 2017.][added: May 2018.]

[removed: We] [added: Consistent with our earnings growth, we] also announced a [removed: 25%] [added: 17%] increase to our common stock dividend, our [removed: fifth] [added: sixth] consecutive year with a dividend increase.

[removed: In] [added: For the first time in our history, in] 2018, [removed: all] three of our Global Brands [removed: will] each [removed: welcome a ship in the same year -] [added: welcomed] a [removed: first in our history.][added: ship.]

Royal Caribbean International [removed: will welcome] [added: welcomed] newbuild Symphony of the Seas in [removed: April;] [added: March;] Azamara Club Cruises [removed: will welcome] [added: welcomed] Azamara Pursuit in [removed: August;] [added: September;] and Celebrity Cruises [removed: will welcome its] [added: welcomed] newbuild Celebrity Edge in November.

In addition to the items discussed above under "Executive Overview," significant items for [removed: 2017] [added: 2018] include:

| • | [removed: Both our net income] [added: Our Net Income attributable to Royal Caribbean Cruises Ltd.] and Adjusted Net Income for the year ended December 31, [removed: 2017] [added: 2018] was [removed: $1.6] [added: $1.8 billion and $1.9] billion, or [removed: $7.53] [added: $8.56 and $8.86] per share on a diluted basis, respectively, as compared to both [removed: net income] [added: Net Income attributable to Royal Caribbean Cruises Ltd.] and Adjusted Net Income of [removed: $1.3] [added: $1.6] billion, or [removed: $5.93 and $6.08] [added: $7.53] per share on a diluted basis, respectively, for the year ended December 31, [removed: 2016.] [added: 2017.] |

| • | Total [removed: revenues] [added: revenues, excluding the effect of changes in foreign currency rates,] increased by [removed: $281.4] [added: $704.9] million for the year ended December 31, [removed: 2017] [added: 2018] compared to the same period in [removed: 2016] [added: 2017] primarily due to an increase in [added: capacity and an increase in] ticket prices and onboard spending on a per passenger basis, which are further discussed below. |

| • | Total [removed: Cruise] [added: cruise] operating [removed: expenses decreased] [added: expenses, excluding the effect of changes in foreign currency rate, increased] by [removed: $119.0] [added: $357.5] million for the year ended December 31, [removed: 2017] [added: 2018] compared to the same period in [removed: 2016,] [added: 2017,] primarily due to [removed: the decrease] [added: an increase] in capacity, which is further discussed below. |

The 30-year useful life of our newly

Business Combinations

On July 31, 2018, we acquired a 66.7% equity stake in Silversea Cruises for $1.02 billion in cash and contingent consideration.

Business Combination to our consolidated financial statements under Item 8.

Financial Statements and Supplementary Data for further information on the acquisition

We account for business combinations in accordance with ASC 805, Business Combinations, by applying the acquisition method of accounting.

The acquisition method of accounting requires that we record the assets acquired and liabilities assumed, and the noncontrolling interest, if any, at their respective fair values at the acquisition date.

Goodwill is recognized as the excess of the purchase price over the fair value of the net assets acquired.

Significant

estimates and assumptions are made by management to value such assets and liabilities based on third party valuations such as appraisals or internal valuations based on discounted cash flow analyses or other valuation techniques.

Although we believe that those estimates and assumptions are reasonable and appropriate, they are inherently uncertain and subject to change.

If during the measurement period (not to exceed one year), additional information is obtained about facts and circumstances that existed as of the acquisition date related to the fair value of the assets acquired and liabilities assumed, we may adjust our estimates to account for subsequent adjustments to the provisional amounts recognized at the acquisition date, resulting in an offsetting adjustment to the goodwill associated with the business acquired.

Uncertain tax positions and tax-related valuation allowances are initially established in connection with a business combination as of the acquisition date.

We continue to collect information and reevaluate these estimates and assumptions quarterly.

We will record any adjustments to our preliminary estimates to goodwill, provided that we are within the one-year measurement period.

Any contingent consideration is estimated at fair value at the acquisition date.

Liability-classified contingent consideration is remeasured each reporting period, with changes in fair value recognized in earnings until the contingent consideration is settled.

As of December 31, 2018, the carrying amount of indefinite-life intangible assets was $351.7 million, which primarily relates to the Silversea Cruises trade name acquired in the Silversea Cruises acquisition.

Refer to Note 6, Intangible

Assets to our consolidated financial statements under Item 8.

Financial Statements and Supplemental Data for further information on indefinite-life intangible assets.

Silversea Cruises

The goodwill for the Silversea Cruises reporting unit was recorded at fair value at July 31, 2018, the acquisition date.

Refer to Note 3.

Business Combination to our consolidated financial statements under Item 8.

Financial Statements and Supplemental Data for further information on the Silversea Cruises acquisition.

During the fourth quarter of 2018, we performed a qualitative assessment of the Silversea Cruises reporting unit.

Based on our qualitative assessment, we concluded that it was more-likely-than-not that the estimated fair value of the Silversea Cruises reporting unit exceeded its carrying value and thus, we did not proceed to the two-step goodwill impairment test.

No indicators of impairment exist primarily because forecasts of operating results expected to be generated by the reporting unit appear sufficient to support its carrying value.

As of December 31, 2018, the carrying amount of goodwill attributable to our Silversea Cruises reporting unit was $1.1 billion.

For the periods presented, Gross Cruise Costs exclude the impairment loss and other costs related to the exit of our tour operations business, the transaction costs related to the Silversea Cruises acquisition, the impact of the

change in accounting principle related to the recognition of stock-based compensation expense from the graded attribution method to the straight-line attribution method for time-based stock awards and restructuring charges, which were included within Marketing, selling and administrative expenses.

Due to significant uncertainty, we

Adjusted EPS for 2018 represents the fifth straight year we achieved double digit earnings growth with an 18% increase compared to 2017.

In addition, in July 2018, we acquired a 66.7% equity stake in Silversea Cruises, an ultra-luxury and expedition cruise line with nine ships.

This acquisition enhances our presence in the ultra-luxury and expedition markets and provide us with an opportunity to drive long-term capacity growth in these markets.

In 2019, we expect our capacity to increase by 8.6% as each of the ships added to our Global Brands' fleet in 2018 will have it first full year of sailings.

In addition, our Royal Caribbean brand will welcome Spectrum of the Seas, our first ship tailored to the Chinese market, which will expand our commitment to that market.

In the second quarter of 2019, our Celebrity Cruises brand will welcome Celebrity Flora, the brand's first newbuild designed specifically for the Galapagos Islands.

Additionally, we will have our first full year with Silversea Cruises and will launch Perfect Day at CocoCay in Spring 2019, the first development in our Perfect Day Island Collection.

of a ship.

one, for any reporting unit, in any period.

As of December 31, 2017, the carrying amount of indefinite-life intangible assets was not material.

2015 Impairment of Pullmantur Related Assets

During the third quarter of 2015, we performed an interim impairment evaluation of Pullmantur’s goodwill and trademarks and trade names in connection with the preparation of our financial statements.

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.

Accordingly, upon the completion of the relevant impairment tests discussed above, 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.

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, was less than their carrying values.

As a result of this determination, we evaluated these assets pursuant to our long-lived asset impairment test, resulting 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.

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.

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.

Double-Double Program refers to the multi-year Adjusted EPS and Return on Invested Capital ("ROIC") goals we publicly announced in 2014 and sought to achieve by the end of 2017.

We designed this program to help us better execute and achieve our business goals by clearly articulating longer-term financial objectives.

Under the Double-Double Program, we targeted Adjusted EPS of $6.78 by the end of 2017, which was double our 2014 Adjusted EPS of $3.39.

We also targeted ROIC of 10% by the end of 2017 as compared to ROIC of 5.9% in 2014.

Adjusted EPS for 2017 represents the fourth straight year we achieved a record amount, growing approximately 24% compared to 2016.

The year 2017 marked the final year of our Double-Double program ("Double-Double"), which was comprised of two multi-year financial targets, including doubling our 2014 Adjusted EPS to $6.78 and achieving double-digit ROIC by the end of 2017.

The Double-Double program was successful in galvanizing our large workforce and drove a real step change in performance.

Our long-term commitment to grow revenue yields, manage costs and maintain steady capacity growth guided us towards the achievement of the Double-Double.

We finished 2017 with Adjusted EPS of $7.53 and ROIC in excess of 10%, exceeding our Double-Double targets.

During the Double-Double period, we have experienced annual Adjusted EPS growth of approximately 24%, 26% and 42% and annual ROIC growth of approximately 18%, 17% and 29%, in each of 2017, 2016 and 2015, respectively.

Strong demand for Europe and North America products combined with strong onboard trends are responsible for the growth.

Partly offsetting these successes was the impact of the 2017 hurricane season and China's South Korea travel restrictions.

In addition, during 2017, both Moody’s and S&P upgraded our senior unsecured debt rating to investment grade.

In 2018, we expect our capacity in the Caribbean will increase as Symphony of the Seas and Celebrity Edge join the Caribbean in the winter, Celebrity Infinity returns to the Caribbean and we upsize Jewel of the Seas to Freedom of the Seas and Enchantment of the Seas to Mariner of the Seas.

As a result of Mariner of the Seas repositioning from Asia/Pacific to North America to make way for Spectrum of the Seas’ arrival in early 2019, we expect our Asia/Pacific capacity will decrease year over year and will account for 17% of our total capacity in 2018.

We expect Europe will represent 17% of our capacity in 2018 with growth driven by the Symphony of the Seas' inaugural Western Mediterranean season replacing Freedom of the Seas and the addition of Azamara Pursuit.

In November 2017, we announced the order of Celebrity Flora, the brand’s first ship designed specifically for the Galapagos Islands, which we expect will sail beginning in 2019.

In addition to investing in new hardware and our existing hardware through our fleet modernization programs, Royal Amplified and Celebrity Revolution, we continue to opportunistically evaluate selling or transferring older ships to further optimize our fleet.

Since 2014, we have sold four ships - the sale of Celebrity Century to a subsidiary of Skysea Holdings, the sale of Ocean Dream to an unrelated third-party, the sale of Splendour of the Seas to TUI Cruises, and sale of Legend of the Seas to an affiliate of TUI AG, our joint venture partner in TUI Cruises.

After announcing our achievement of Double-Double, we thanked employees for their contribution with individual salary bonuses of five percent.

Employees received equity-based awards equal to five percent of their 2017 salaries in an $80 million program called the "Thank You, Thank You Bonus." The awards, which vest over three years, went to all employees – shipboard and shoreside, full-time and part-time, domestic and overseas.

Corporate officers, however, were excluded.

In addition to the five percent equity-based awards, we will contribute to the Crew Welfare Fund for upgrades to crew living and recreational areas.

| • | The estimated negative impact resulting from the third quarter 2017 hurricane-related disruptions was approximately $0.26 per share on a diluted basis to our net income and Adjusted Net Income for the year ended December 31, 2017. |

| • | During the second quarter of 2017, we entered into agreements with Meyer Turku to build two Icon-class ships. In October 2017, we entered into credit agreements for the unsecured financing of these ships for up to 80% of each ship's contract price. Refer to Note 15. Commitments and Contingencies to our consolidated financial statements for further information. |

| • | During the fourth quarter of 2017, we entered into a credit agreement for the unsecured financing of a ship we have on order designed for the Galapagos Islands for our Celebrity Cruises brand. Refer to Note 7. Long-Term Debt to our consolidated financial statements for further information. |

| Net Adjustments to Net Income - Increase | $ | — | | | $ | 31,301 | | | $ | 399,283 | |

(Refer to Note [removed: 14.][added: 17.]

At December 31, [removed: 2017,] [added: 2018,] approximately [removed: 57.4%] [added: 59.1%] of our long-term debt was effectively fixed as compared to [removed: 40.5%] [added: 57.4%] as of December 31, [removed: 2016.][added: 2017.]

At December 31, [removed: 2017] [added: 2018] and [removed: December 31, 2016,] [added: 2017,] we maintained interest rate swap agreements on the following fixed-rate debt instruments:

| Debt Instrument | Swap Notional as of December 31, [removed: 2017] [added: 2018] (In thousands) | | | Maturity | Debt Fixed Rate | Swap Floating Rate: LIBOR plus | All-in Swap Floating Rate as of December 31, [removed: 2017] [added: 2018] |

| Oasis of the Seas term loan | $ | [removed: 140,000] [added: 105,000] | | October 2021 | 5.41% | 3.87% | [removed: 5.44%] [added: 6.63%] |

| Unsecured senior notes | 650,000 | | | November 2022 | 5.25% | 3.63% | [removed: 5.05%] [added: 6.25%] |

The estimated fair value of our long-term fixed-rate debt at December 31, [removed: 2017] [added: 2018] was [removed: $2.4] [added: $2.7] billion, using quoted market prices, where available, or using the present value of expected future cash flows which incorporates risk profile.

The fair value of our fixed to floating interest rate swap agreements was estimated to be a liability of [removed: $19.8] [added: $25.4] million as of December 31, [removed: 2017,] [added: 2018,] based on the present value of expected future cash flows.

A hypothetical one percentage point decrease in interest rates at December 31, [removed: 2017] [added: 2018] would increase the fair value of our hedged and unhedged long-term fixed-rate debt by approximately [removed: $127.4] [added: $133.9] million and would increase the fair value of our fixed to floating interest rate swap agreements by approximately [removed: $31.8] [added: $24.3] million.

A hypothetical one percentage point increase in interest rates would increase our forecasted [removed: 2018] [added: 2019] interest expense by approximately [removed: $30.1] [added: $35.7] million, assuming no change in foreign currency exchange rates.

At December 31, [removed: 2017] [added: 2018] and [removed: December 31, 2016,] [added: 2017,] we maintained interest rate swap agreements on the following floating-rate debt instruments:

| Debt Instrument | Swap Notional as of December 31, [removed: 2017] [added: 2018] (In thousands) | | | Maturity | Debt Floating Rate | | All-in Swap Fixed Rate |

| Celebrity Reflection term loan | $ | [removed: 381,792] [added: 327,250] | | October 2024 | LIBOR plus | 0.40% | 2.85% |

| Quantum of the Seas term loan | [removed: 551,250] [added: 490,000] | | | October 2026 | LIBOR plus | 1.30% | 3.74% |

| Anthem of the Seas term loan | [removed: 573,958] [added: 513,542] | | | April 2027 | LIBOR plus | 1.30% | 3.86% |

| Ovation of the Seas term loan | [removed: 726,250] [added: 657,083] | | | April 2028 | LIBOR plus | 1.00% | 3.16% |

| Harmony of the Seas term loan (1) | [removed: 728,373] [added: 627,660] | | | May 2028 | EURIBOR plus | 1.15% | 2.26% |

| (1) | Interest rate swap agreements hedging the Euro-denominated term loan for Harmony of the Seas include EURIBOR zero-floors matching the hedged debt EURIBOR zero-floor. Amount presented is based on the exchange rate as of December 31, [removed: 2017.] [added: 2018.] |

The fair value of our floating to fixed interest rate swap agreements was estimated to be [removed: a liability] [added: an asset] of [removed: $24.5] [added: $7.6] million as of December 31, [removed: 2017] [added: 2018] based on the present value of expected future cash flows.

[removed: We] [added: On a regular basis, we] enter into foreign currency forward [removed: contracts, collar options and] [added: contracts and, from time to time, we utilize] cross-currency swap agreements [added: and collar options] to manage portions of the exposure to movements in foreign currency exchange rates.

The estimated fair value, as of December 31, [removed: 2017,] [added: 2018,] of our Euro-denominated forward contracts associated with our ship construction contracts was [removed: an asset] [added: a liability] of [removed: $235.9] [added: $40.7] million, based on the present value of expected future cash flows.

As of December 31, [removed: 2017,] [added: 2018,] the aggregate cost of our ships on order, not including [removed: the TUI Cruises'] ships on [removed: order,] [added: order by our Partner Brands and the Silversea Cruises ships that remain contingent upon final documentation and financing,] was approximately [removed: $13.3] [added: $11.4] billion, of which we had deposited [removed: $465.7] [added: $651.7] million as of such date.

Approximately [removed: 54.0%] [added: 53.5%] and [removed: 66.7%] [added: 54.0%] of the aggregate cost of the ships under construction was exposed to fluctuations in the Euro exchange rate at December 31, [removed: 2017] [added: 2018] and [removed: December 31, 2016,] [added: 2017,] respectively.

A hypothetical 10% strengthening of the Euro as of December 31, [removed: 2017,] [added: 2018,] assuming no changes in comparative interest rates, would result in a [removed: $716.0] [added: $609.0] million increase in the United States dollar cost of the foreign currency denominated ship construction contracts exposed to fluctuations in the Euro exchange rate.

[removed: The majority of our] [added: Our] foreign currency forward [removed: contracts, collar options and cross-currency swap] [added: contract] agreements are accounted for as cash [removed: flow, fair value] [added: flow] or net investment hedges depending on the designation of the related hedge.

As of December 31, [removed: 2017,] [added: 2018,] we maintained foreign currency forward contracts and designated them as hedges of a portion of our net investment in TUI [removed: cruises] [added: Cruises] of €101.0 million, or approximately [removed: $121.3] [added: $115.5] million based on the exchange rate at December 31, [removed: 2017.][added: 2018.]

[removed: We] [added: As of December 31, 2017, we] had designated debt as a hedge of our net investments [added: primarily] in TUI Cruises of approximately €246.0 million, or approximately $295.3 [removed: million, through December 31, 2017.][added: million.]

[removed: As of December 31, 2016, we] [added: We] had designated debt as a hedge of our net investments [added: primarily] in TUI Cruises of approximately [removed: €295.0] [added: €280.0] million, or approximately [removed: $311.2 million.][added: $320.2 million, through December 31, 2018.]

We have included approximately [removed: $68.5] [added: $86.1] million and [removed: $114.0] [added: $68.5] million of foreign-currency transaction losses and of changes in the fair value of derivatives in the foreign currency translation adjustment component of Accumulated other comprehensive loss at December 31, [removed: 2017] [added: 2018] and [removed: December 31, 2016,] [added: 2017,] respectively.

[removed: Lastly, on] [added: On] a regular basis, we enter into foreign currency forward contracts and, from time to time, we utilize cross-currency swap agreements [added: and collar options] to minimize the volatility resulting from the remeasurement of net monetary assets and liabilities denominated in a currency other than our functional currency or the functional currencies of our foreign subsidiaries.

During [removed: 2017,] [added: 2018,] we maintained an average of approximately [removed: $739.4] [added: $741.5] million of these foreign currency forward contracts.

[removed: In 2017, 2016] [added: For the years ended December 31, 2018, 2017] and [removed: 2015] [added: 2016] changes in the fair value of the foreign currency forward contracts resulted in [removed: a gain (loss)] [added: (losses) gains] of approximately [removed: $62.0] [added: $(62.4)] million, [removed: $(51.1)] [added: $62.0] million and [removed: $(55.5)] [added: $(51.1)] million, respectively, which offset [removed: (losses)] gains [added: (losses)] arising from the remeasurement of monetary assets and liabilities denominated in foreign currencies in those same years of [removed: $(75.6)] [added: $57.6] million, [removed: $39.8] [added: $(75.6)] million and [removed: $34.6] [added: $39.8] million, respectively.

These changes were recognized in earnings within Other [removed: expense] [added: income (expense)] in our consolidated statements of comprehensive income (loss).

Fuel cost (net of the financial impact of fuel swap agreements), as a percentage of our total revenues, was approximately [removed: 7.8%] [added: 7.5%] in [removed: 2017, 8.4%] [added: 2018, 7.8%] in [removed: 2016] [added: 2017] and [removed: 9.6%] [added: 8.4%] in [removed: 2015.][added: 2016.]

As of December 31, [removed: 2017,] [added: 2018,] we had fuel swap agreements to pay fixed prices for fuel with an aggregate notional amount of approximately [removed: $828.5 million,] [added: $1.1 billion,] maturing through [removed: 2021.][added: 2022.]

The fuel swap agreements represented [removed: 50%] [added: 58%] of our projected [removed: 2018] [added: 2019] fuel requirements, [removed: 46%] [added: 54%] of our projected [removed: 2019] [added: 2020] fuel requirements, [removed: 36%] [added: 28%] of our projected [removed: 2020] [added: 2021] fuel requirements and [removed: 14%] [added: 19%] of our projected [removed: 2021] [added: 2022] fuel requirements.

The estimated fair value of these contracts at December 31, [removed: 2017] [added: 2018] was estimated to be an [removed: asset] [added: liability] of [removed: $14.3] [added: $79.6] million.

We estimate that a hypothetical 10% increase in our weighted-average fuel price from that experienced during the year ended December 31, [removed: 2017] [added: 2018] would increase our forecasted [removed: 2018] [added: 2019] fuel cost by approximately [removed: $38.0] [added: $37.0] million, net of the impact of fuel swap agreements.

| | $ | 755,000 | | | | | |

| | $ | 2,615,535 | | | | | |

| | $ | 790,000 | | | | | |

| | $ | 2,961,623 | | | | | |

We [removed: own] [added: control] and operate [removed: three] [added: four] global cruise brands: Royal Caribbean International, Celebrity [removed: Cruises and] [added: Cruises,] Azamara Club Cruises [removed: (our] [added: and, most recently, Silversea Cruises (collectively, our] "Global Brands").

We also own a 50% joint venture interest in the German brand TUI [removed: Cruises,] [added: Cruises and] a 49% interest in the Spanish brand Pullmantur [removed: and a 36% interest in the Chinese brand SkySea Cruises] (collectively, our "Partner Brands").

Together, our Global Brands and our Partner Brands operate a combined total of [removed: 49] [added: 60] ships in the cruise vacation industry with an aggregate capacity of approximately [removed: 124,070] [added: 135,520] berths as of December 31, [removed: 2017.][added: 2018.]

Our ships operate on a selection of worldwide itineraries that call on [removed: approximately 540] [added: more than 1,000] destinations on all seven continents.

In addition to our headquarters in Miami, Florida, we have offices and a network of international representatives around the [removed: world] [added: world,] which primarily focus on sales and market development.

We compete principally by [removed: establishing] [added: operating] valued brands that offer exceptional service provided by our crew and on the basis of innovation and quality of ships, variety of itineraries, choice of destinations and price.

We believe that our commitment to build state-of-the-art ships and to invest in the maintenance and upgrade of our fleet to, among other things, incorporate [added: many of] our latest signature innovations, allows us to continue to attract new and loyal repeat guests.

Its corporate structure has evolved over the years [removed: and] [added: and,] the current parent corporation, Royal Caribbean Cruises Ltd., was incorporated on July 23, 1985 in the Republic of Liberia under the Business Corporation Act of Liberia.

Our Global Brands include Royal Caribbean International, Celebrity [removed: Cruises and] [added: Cruises,] Azamara Club [added: Cruises and Silversea] Cruises.

Although each of our Global Brands has its own marketing [removed: style] [added: style,] as well as ships and crews of various sizes, the nature of the products sold and services delivered by our Global Brands share a common base (i.e., the sale and provision of cruise vacations).

In addition, our Global Brands source passengers from similar markets around the world and operate in [added: similar economic environments with a significant degree of commercial overlap.]

The brand appeals to families with children of all ages, as well as both older and younger couples, providing cruises that generally feature a casual [removed: ambiance] [added: ambiance,] as well as a variety of activities and entertainment venues.

Royal Caribbean International’s strategy is to attract an array of vacationing guests by providing a wide variety of itineraries to destinations [removed: worldwide] [added: worldwide,] including Alaska, Asia, Australia, Bahamas, Bermuda, Canada, the Caribbean, Europe, the Panama Canal and New [removed: Zealand] [added: Zealand,] with cruise lengths [removed: that range] [added: ranging] from two to 23 nights.

Additionally, [added: as of December 31, 2018,] we have [removed: six] [added: five] ships on order with an aggregate capacity of approximately [removed: 30,500] [added: 25,300] berths.

These ships [removed: include] [added: consist of] our fourth and fifth Quantum-class ships, which are scheduled to enter service in the second quarter of 2019 and fourth quarter of 2020, respectively, [removed: the fourth and] [added: our] fifth Oasis-class [removed: ships,] [added: ship,] which [removed: are] [added: is] scheduled to enter service in the [removed: first quarter of 2018 and] second quarter of 2021, [removed: respectively,] and the first [removed: and second] [added: two] ships of a new generation, known as our Icon-class, which are expected to enter service in [removed: the second quarters of] 2022 and 2024, respectively.

Celebrity Cruises’ strategy is to target affluent consumers by delivering a destination-rich, modern luxury experience on upscale ships that offer, among other things, luxurious accommodations, [removed: high-end design] [added: refined design-forward] spaces, high-standard service and fine dining.

Celebrity Cruises offers a range of itineraries to destinations, including Alaska, Asia, Australia, Bermuda, Canada, the Caribbean, Europe, the Galapagos Islands, Hawaii, India, New Zealand, the Panama Canal and South [removed: America] [added: America,] with cruise lengths ranging from two to 19 nights.

Additionally, [added: as of December 31, 2018,] we have [removed: five] [added: four] ships on order with an aggregate capacity of approximately [removed: 11,700] [added: 9,400] berths.

These ships [removed: include four ships] [added: consist] of [removed: a new generation, known as our Edge-class,] [added: three Edge-class ships,] which are expected to enter service in the [removed: fourth quarter of 2018, the first] [added: second] quarter of 2020 and the fourth quarters of 2021 and 2022, respectively, and a ship designed for the Galapagos Islands, which is expected to enter service in the second quarter of 2019.

The up-market segment incorporates elements of the premium segment and the luxury [removed: segment] [added: segment,] which is generally characterized by smaller ships, high standards of accommodation and service and exotic itineraries.

Azamara Club Cruises offers a variety of itineraries to popular destinations, including Asia, Australia/New Zealand, Northern and Western Europe, the Mediterranean, [removed: Central] [added: Cuba] and [removed: North] [added: South] America [removed: and the less-traveled islands of the Caribbean.][added: with cruise lengths ranging from four to 21 nights.]

Our Global Brands are complemented by our 50% joint venture interest in TUI Cruises, which is specifically tailored for the German [removed: market,] [added: market and] our 49% interest in the Spanish brand Pullmantur, which is primarily focused on the [removed: cruise market in Spain,] [added: Spanish] and [removed: our 36% interest in SkySea Cruises, which is specifically tailored for the Chinese market.][added: Latin American cruise markets.]

General and Note [removed: 6.][added: 8.]

TUI Cruises is a joint venture owned 50% by us and 50% by TUI AG, a German tourism [removed: and shipping] company, which is designed to serve the contemporary and premium segments of the German cruise market by offering a product tailored for German guests.

TUI Cruises operates six ships, with an aggregate capacity of approximately [removed: 13,800 berths.][added: 14,750 berths as of December 31, 2018.]

Additionally, TUI Cruises has [removed: two] [added: four] ships on order [added: with an aggregate capacity of approximately 13,900 berths, of] which [added: one ship was delivered in January 2019 and the remaining ships on order] are scheduled for delivery in the second quarter of [removed: 2018] [added: 2023, the third quarter of 2024] and the first quarter of [removed: 2019,] [added: 2026,] respectively.

[removed: Pullmantur Holdings S.L. ("Pullmantur Holdings"), the parent company of the] [added: The] Pullmantur [removed: brand,] [added: brand] is a joint venture owned 49% by us and 51% by [added: Cruises Investment Holdings S.A.R.L., an affiliate of] Springwater Capital [removed: LLC ("Springwater").][added: LLC.]

Pullmantur operates in the contemporary segment of the Spanish and Latin American cruise markets and is designed to attract Spanish-speaking families and couples and includes [removed: a] Spanish-speaking [removed: crew] [added: crew,] as well as tailored food and entertainment options.

| (3) | Our estimates include European countries relevant to the industry [removed: (e.g.,] [added: (most notably: the] Nordics, Germany, France, Italy, Spain and the United Kingdom). |

| (4) | Our estimates include the Southeast Asia [removed: (e.g.,] [added: (most notably:] Singapore, Thailand and the Philippines), East Asia [removed: (e.g.,] [added: (most notably:] China and Japan), South Asia [removed: (e.g.,] [added: (most notably:] India and Pakistan) and Oceania [removed: (e.g.,] [added: (most notably:] Australia and Fiji Islands) regions. |

We estimate that the global cruise fleet was served by a weighted average of approximately [removed: 517,000] [added: 546,000] berths during [removed: 2017] [added: 2018] with approximately [removed: 311] [added: 323] ships at the end of [removed: 2017.][added: 2018.]

As of December 31, [removed: 2017,] [added: 2018,] there were approximately [removed: 75] [added: 89] ships with an estimated [removed: 184,000] [added: 198,000] berths that are expected to be placed in service in the global cruise market between [removed: 2018] [added: 2019] and [removed: 2022,] [added: 2023,] although it is also possible that ships could be ordered or taken out of service during these periods.

We estimate that the global cruise industry carried approximately [removed: 25.8] [added: 28.0] million cruise guests in [removed: 2017] [added: 2018] compared to approximately [removed: 24.0] [added: 26.7] million cruise guests carried in [removed: 2016] [added: 2017] and approximately [removed: 23.0] [added: 24.0] million cruise guests carried in [removed: 2015.][added: 2016.]

| (4) | Our estimates include European countries relevant to the industry [removed: (e.g.,] [added: (most notably: the] Nordics, Germany, France, Italy, Spain and the United Kingdom). |

| (5) | Our estimates include the Southeast Asia [removed: (e.g.,] [added: (most notably:] Singapore, Thailand and the Philippines), East Asia [removed: (e.g.,] [added: (most notably:] China and Japan), South Asia [removed: (e.g.,] [added: (most notably:] India and Pakistan) and Oceania [removed: (e.g.,] [added: (most notably:] Australia and Fiji Islands) regions. |

Industry cruise guests are primarily sourced from North America, which represented approximately [removed: 50%] [added: 47%] of global cruise guests in [removed: 2017.][added: 2018.]

The compound annual growth rate in cruise guests sourced from this market was approximately 2% from [removed: 2013] [added: 2014] to [removed: 2017.][added: 2018.]

Industry cruise guests sourced from Europe represented approximately 25% of global cruise guests in [removed: 2017.][added: 2018.]

Industry cruise guests sourced from the Asia/Pacific region represented approximately [removed: 20%] [added: 25%] of global cruise guests in [removed: 2017.][added: 2018.]

The compound annual growth rate in cruise guests sourced from this market was approximately [removed: 25%] [added: 2%] from [removed: 2013] [added: 2014] to [removed: 2017.][added: 2018.]

Royal Caribbean International operates 25 ships with an aggregate capacity of approximately 82,500 berths, including the brand's newest ship, Symphony of the Seas, which entered service in March 2018.

Celebrity Cruises operates 13 ships with an aggregate capacity of approximately 26,070 berths, including the brand's first Edge-class ship, Celebrity Edge, which entered service in December 2018.

Azamara Club Cruises operates three ships with an aggregate capacity of approximately 2,100 berths, including Azamara Pursuit, which entered service during the third quarter of 2018.

Silversea Cruises

On July 31, 2018, we acquired a 66.7% equity stake in Silversea Cruise Holding Ltd. ("Silversea Cruises"), an ultra-luxury and expedition cruise line.

Refer to Note 3.

Business Combinations to our consolidated financial statements under Item 8.

Financial Statements and Supplementary Data for further information on the Silversea Cruises acquisition.

Silversea Cruises, formed in the early 1990's, is positioned as a luxury cruise line with smaller ships, high standards of accommodations, fine dining, personalized service and exotic itineraries.

Silversea Cruises delivers distinctive destination experiences by visiting unique and remote destinations, including the Galapagos Islands, Antarctica and the Arctic.

Silversea Cruises operates nine ships, with an aggregate capacity of approximately 2,650 berths offering cruise itineraries generally ranging from six to 25 nights.

As of December 31, 2018, Silversea Cruises has three ships on order with an aggregate capacity of approximately 1,200 berths, which are scheduled for delivery in the first and third quarter of 2020 and the third quarter of 2021, respectively.

Additionally, Silversea Cruises signed a memorandum of understanding with Meyer Werft to build two ships of a new generation, which are expected to enter service in 2022 and 2023, respectively.

The memorandum of understanding with Meyer Werft is contingent upon completion of final documentation and financing, which are expected to be completed in the first quarter of 2019.

In March 2018, we and Ctrip.com International Ltd. announced the decision to end the Skysea Holding International Ltd. ("Skysea Holding") venture in which we have a 36% ownership interest.

In September 2018, Skysea Holding ceased cruising operations and in December 2018, the Golden Era, the ship operated by Skysea Cruises, and owned by the wholly-owned subsidiary of Skysea Holding, was sold to an affiliate of TUI AG, our joint venture partner in TUI Cruises.

| 2017 | | 3.56% | | 1.28% | | 0.15% |

| 2018 | | 3.59% | | 1.31% | | 0.19% |

| 2017 | | 515,000 | | 124,070 | | 26,700 | | 12,865 | | 6,779 | | 5,415 |

| 2018 | | 546,000 | | 135,520 | | 28,000 | | 13,054 | | 6,986 | | 7,006 |

The compound annual growth rate in cruise guests sourced from this market was approximately 31% from 2014 to 2018.

| • | protect the environment in which our vessels and organization operate, |

In addition to providing an overview, the report complies with the guidelines of the Global Reporting Initiative to ensure the report is as complete and accurate as possible.

representatives located throughout the world covering more than 180 countries.

Several of these innovations have become signature elements of our brands.

For the Royal Caribbean International brand, we introduced the “Royal Promenade” (a boulevard with shopping, dining and entertainment venues) and, more recently, interior balconies on the Oasis class ships and a two-level family suite on Symphony of the Seas.

For the Celebrity Cruises brand, we enhanced many of the brand's design features through the introduction of the Solstice class ships.

More recently, with the introduction of Celebrity Edge, the first ship of a new generation of ships, we introduced the "Magic Carpet" (a cantilevered, floating platform that reaches a height of 13 stories above sea level and can serve as a dining venue, full bar and platform for live music) and newly designed staterooms with an "Infinite Veranda" where, with the touch of a button, the entire living space becomes the veranda.

In 2018, the Royal Caribbean International and Celebrity Cruises brands announced the "Royal Amplified" and "Celebrity Revolution" modernization programs to upgrade vessels across their fleet.

As part of these modernization programs, we incorporate certain innovations included in our newer ships to some of the ships in the remaining fleet.

The process of integrating some of our latest innovations into our older vessels allows us to create a greater level of consistency of product across our fleet.

As part of the newbuild and modernization programs, we also seek to bring innovations in the areas of safety, reliability and energy efficiency to our fleet.

Refer to the Operations section below for further information on our ships on order.

The recent acquisition of Silversea Cruises adds more than 500 new destinations allowing us to expand and enhance our selection of exotic itineraries.

Additionally, in order to provide unique destination experiences to our guests, we are investing in our private land destinations.

For instance, in 2018, we announced Perfect Day Island Collection, an initiative to develop a series of private island destinations around the world.

The first in the collection, Perfect Day at CocoCay, is scheduled to open in Spring 2019 and will include a wide range of attractions, such as a water park, zip line, wave and freshwater pools and overwater cabanas, to deliver a unique family experience.

For instance, in late 2018, a new cruise terminal of approximately 170,000 square feet was completed at PortMiami in Miami, Florida, serving as one of our homeports.

In the past year, we have digitalized the guest journey from port check-in and onboard purchases to digital stateroom features.

Additionally, we continue to invest in our distribution channels to ensure the best go-to-market approach, whether through travel partners or direct to customer.

similar economic environments with a significant degree of commercial overlap.

Under our Royal Caribbean International brand, we operate 24 ships with an aggregate capacity of approximately 76,450 berths.

Under our Celebrity Cruises brand, we operate 12 ships with an aggregate capacity of approximately 23,170 berths.

Under our Azamara Club Cruises brand, we operate two ships with an aggregate capacity of approximately 1,400

berths offering cruise itineraries ranging from four to 21 nights.

Additionally, during 2017, we entered into an agreement to purchase a 700 berth ship that is scheduled to be delivered in March 2018 and expected to enter service during the third quarter of 2018.

All onboard activities, services, shore excursions and menu offerings are designed to suit the preferences of this target market.

Included in this count is Mein Schiff 6, which entered the fleet in May 2017.

We have a strategic partnership with Ctrip.com International Ltd. ("Ctrip"), a Chinese travel service provider, to operate the cruise brand known as SkySea Cruises.

We and Ctrip each own 36% of the venture, with the remaining equity held by the venture's management and a private equity fund.

SkySea Cruises commenced operations during the second quarter of 2015 and operates one ship, SkySea Golden Era, which has a capacity of approximately 1,800 berths.

SkySea Cruises offers a custom-tailored product for Chinese cruise guests.

| 2013 | | 3.32% | | 1.24% | | 0.05% |

| 2017 | | 3.56% | | 1.21% | | 0.12% |

| 2013 | | 432,000 | | 98,750 | | 21,343 | | 11,710 | | 6,430 | | 2,045 |

| 2017 | | 517,000 | | 124,070 | | 25,800 | | 12,854 | | 6,435 | | 5,068 |

Cruise guests sourced from this market remained consistent compared to 2013.

itineraries that provide opportunities to optimize returns, while continuing our focus on existing key markets,

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.

These consist of two Quantum-class ships, which are scheduled to enter service in the second quarter of 2019 and fourth quarter of 2020, respectively, two Oasis-class ships, which are scheduled to enter service in the first quarter of 2018 and second quarter of 2021, respectively, four ships of a new generation for Celebrity Cruises, which are scheduled to enter service in the fourth quarter of 2018, the second quarter of 2020 and the fourth quarters of 2021 and 2022, respectively, a ship designed for the Galapagos Islands, which is scheduled to enter service in the second quarter of 2019, and two ships of a new generation for Royal Caribbean International, which are scheduled to enter service in the second quarters of 2022 and 2024, respectively.

Additionally, we entered into an agreement to purchase a ship for Azamara Club Cruises that is scheduled to enter service in the third quarter of 2018.

The addition of these ships is expected to increase passenger capacity of our Global Brands by approximately 42,900 berths by the end of 2024.

Additionally, TUI Cruises, our 50% joint venture, has agreements for the construction of two new ships, which are scheduled to enter service in the second quarter of 2018 and the first quarter of 2019, respectively, with an expected total capacity of approximately 5,700 berths.

In the last few years, we introduced RFID WOW bands on some of our ships to make many onboard processes easier and more comfortable for our guests.

Additionally, we have introduced and continue to improve our mobile-friendly websites for our travel partners and direct customers and to invest in mobile apps that enhance the guest experience onboard our ships.

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.

new features and amenities in order to reward our repeat guests.

| Mein Schiff 1 (2) | | 2018 | | 2018 | | 2,850 | | Southeastern Asia, Middle East, Mediterranean |

| Mein Schiff 6 | | 2017 | | 2017 | | 2,500 | | North/South/Central America, Mediterranean |

| SkySea Cruises | | | | | | | | |

| SkySea Golden Era | | 1995 | | 2015 | | 1,800 | | Eastern Asia |

| Total | | | | | | 134,070 | | |

| Symphony of the Seas | | 1st Quarter 2018 | | 5,450 |

| Celebrity Edge | | 4th Quarter 2018 | | 2,900 |

| Unnamed | | 4th Quarter 2022 | | 2,900 |

| (1) | TUI Cruises plans to offset this additional capacity through the planned transfer of their existing, oldest ships, Mein Schiff 1 and Mein Schiff 2, in 2018 and 2019, respectively, to an affiliate of TUI AG, our joint venture partner in TUI Cruises. |

We are routinely involved in [added: other] claims typical within the cruise vacation industry.

On September 24, 2018, a proposed class-action lawsuit was filed by Roger and Maureen Carretta against Royal Caribbean Cruises Ltd. d/b/a Royal Caribbean International in the United States District Court for the Southern District of Florida relating to the marketing and sales of our Travel Protection Program.

The plaintiffs purported to represent an alleged class of passengers who purchased the Travel Protection Program.

The complaint alleged that the Company concealed that it received "kickbacks," in the form of undisclosed commissions on the sale of the travel insurance portion of the product from an underwriter, and allegedly improperly bundled Travel Insurance Policies with non-insurance products.

The complaint sought damages in an indeterminate amount.

On November 26, 2018, the Court dismissed the entire action with prejudice on the grounds that, among others, the claim was filed beyond the time limitations contained in the passenger ticket contract.

Plaintiffs did not appeal the decision and the time period for filing an appeal has lapsed.

For the fiscal year ended December 31, [removed: 2017][added: 2018]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: 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 [removed: and post] such files).

| Emerging growth company o | | [removed: (Do not check if a smaller reporting company)] | | | | |

The aggregate market value of the registrant's common stock at June 30, [removed: 2017] [added: 2018] (based upon the closing sale price of the common stock on the New York Stock Exchange on June [removed: 30, 2017)] [added: 29, 2018)] held by those persons deemed by the registrant to be non-affiliates was approximately [removed: $19.9] [added: $18.5] billion.

Shares of the registrant's common stock held by each executive officer and director and by each entity or person that, to the registrant's knowledge, owned 10% or more of the registrant's outstanding common stock as of June 30, [removed: 2017] [added: 2018] have been excluded from this number in that these persons may be deemed affiliates of the registrant.

There were [removed: 213,749,009] [added: 209,186,598] shares of common stock outstanding as of February [removed: 12, 2018.][added: 14, 2019.]

Portions of the registrant's Definitive Proxy Statement relating to its [removed: 2018] [added: 2019] 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.

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The terms “Royal Caribbean International,” “Celebrity Cruises,” [removed: and] “Azamara Club Cruises” [added: and “Silversea Cruises”] refer to our [removed: wholly-owned] [added: wholly- or majority-owned] global cruise brands.

Throughout this Annual Report on Form 10-K, we also refer to regional brands in which we hold an ownership interest, including “TUI Cruises,” “Pullmantur” and “SkySea [removed: Cruises."However,] [added: Cruises.” However,] because these regional brands are unconsolidated investments, our operating results and other disclosures herein do not include these brands unless otherwise specified.

10-K 1 rcl-20181231x10k.htm 10-K

| [PART I](#s4417DA85C7295EAA89E736FEADAA1797) | | | | |

| [PART II](#sD8297BEC1F3354E8AFC282D4D1B18147) | | | | |

| [PART IV](#s156B00463D515A789C74E62E97E986AB) | | | | |

| [Signatures](#s920C189803E05961ACBBCC612F6B6BB1) | | | | [71](#s920C189803E05961ACBBCC612F6B6BB1) |

10-K 1 rcl-20171231x10k.htm 10-K

| [PART I](#sB7BFA754CA705230894A7F955CFBBD7F) | | | | |

| [PART II](#sD4EAC571AE8E55E2946A9C46D5F94C64) | | | | |

| [PART IV](#sC0FA2043D83F50D09ABAE77D4CCD59CE) | | | | |

| [Signatures](#s2B8D1622A70F5984AE1FC24F6B7A1207) | | | | [71](#s2B8D1622A70F5984AE1FC24F6B7A1207) |

We also lease a number of other offices in the [removed: US] [added: U.S.] and throughout Europe, Asia, Mexico, South America and Australia to administer our brand operations globally.

Our common stock is listed on the New York Stock Exchange ("NYSE") under the symbol "RCL." [removed: The table below sets forth the high and low sales prices of our common stock as reported by the NYSE for the two most recent years by quarter:]

As of February [removed: 12, 2018,] [added: 14, 2019,] there were [removed: 1,529] [added: 1,398] record holders of our common stock.

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 [added: ("S&P 500")] and the Dow Jones United States Travel and Leisure Index for a five year period by measuring the changes in common stock prices from December 31, [removed: 2012] [added: 2013] to December 31, [removed: 2017.][added: 2018.]

[removed: ][added: ]

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, [removed: 2012] [added: 2013] and that all dividends were reinvested.

Refer to Note 11.

Shareholders' Equity to our consolidated financial statements under Item 8.

Financial Statements and Supplemental Data for further information on dividends declared.

During the quarter ended December 31, 2018, there were no common stock repurchases.

As of December 31, 2018, we have approximately $700.0 million that remains available for future common stock repurchase transactions under a 24-month common stock repurchase program for up to $1.0 billion authorized by our board of directors on May 9, 2018.

Refer to Note 11.

Shareholders' Equity to our consolidated financial statements under Item 8.

Financial Statements and Supplemental Data for further information.

| | 12/13 | | 12/14 | | 12/15 | | 12/16 | | 12/17 | | 12/18 |

| Royal Caribbean Cruises Ltd. | 100.00 | | 176.94 | | 220.72 | | 182.99 | | 271.25 | | 227.46 |

| S&P 500 | 100.00 | | 113.69 | | 115.26 | | 129.05 | | 157.22 | | 150.33 |

| Dow Jones U.S. Travel & Leisure | 100.00 | | 116.37 | | 123.23 | | 132.56 | | 164.13 | | 154.95 |

| | | | |

| --- | --- | --- | --- |

| | | | |

| | NYSE Common Stock | | |

| | High | | Low |

| 2017 | | | |

| Fourth Quarter | $133.75 | | $117.55 |

| Third Quarter | $125.00 | | $107.79 |

| Second Quarter | $115.63 | | $93.86 |

| First Quarter | $101.11 | | $82.72 |

| 2016 | | | |

| Fourth Quarter | $86.84 | | $67.53 |

| Third Quarter | $75.72 | | $65.10 |

| Second Quarter | $84.56 | | $64.95 |

| First Quarter | $99.81 | | $64.21 |

In 2016, we declared cash dividends on our common stock of $0.375 per share during the first and second quarters of 2016.

We increased the dividend amount to $0.48 per share for the dividends declared in the third and fourth quarters of 2016 and the first and second quarters of 2017.

The dividend amount was increased to $0.60 per share for the dividends declared in the third and fourth quarters of 2017.

The following table presents the total number of shares of our common stock that we repurchased during the quarter ended December 31, 2017:

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | |

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

| October 1, 2017 - October 31, 2017 | — | | — | | — | | $375,000,000 |

| November 1, 2017 - November 30, 2017 | 275,647 | | $124.05 | | 275,647 | | $341,000,000 |

| December 1, 2017 - December 31, 2017 | 526,470 | | $124.96 | | 526,470 | | $275,000,000 |

| Total | 802,117 | | | | 802,117 | | |

___________________________________________________________________

| | |

| --- | --- |

| (1) | On April 28, 2017, we announced that our board of directors authorized a 12-month common stock repurchase program for up to $500 million. The timing and number of shares to be repurchased will depend on a variety of factors including price and market conditions. During the fourth quarter of 2017, we repurchased 0.8 million shares of our common stock for a total of $100 million in open market transactions that were recorded within Treasury stock in our consolidated balance sheet. Repurchases under the program may be made at management's discretion from time to time on the open market or through privately negotiated transactions. |

| | 12/12 | | 12/13 | | 12/14 | | 12/15 | | 12/16 | | 12/17 |

| Royal Caribbean Cruises Ltd. | 100.00 | | 142.11 | | 251.44 | | 313.65 | | 260.04 | | 385.47 |

| S&P 500 | 100.00 | | 132.39 | | 150.51 | | 152.59 | | 170.84 | | 208.14 |

| Dow Jones US Travel & Leisure | 100.00 | | 145.48 | | 169.28 | | 179.27 | | 192.85 | | 238.77 |

The selected consolidated financial data presented below for the years [removed: 2013] [added: ended December 31, 2014] through [removed: 2017] [added: December 31, 2018] and as of the end of each such year, except for Adjusted Net Income amounts, are derived from our audited consolidated financial statements and should be read in conjunction with those financial statements and the related notes as well as in conjunction with Item 7.

| | [removed: 2017] [added: 2018 (1)] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Total revenues | $ | [removed: 8,777,845] [added: 9,493,849] | | | $ | [removed: 8,496,401] [added: 8,777,845] | | | $ | [removed: 8,299,074] [added: 8,496,401] | | | $ | [removed: 8,073,855] [added: 8,299,074] | | | $ | [removed: 7,959,894] [added: 8,073,855] | |

| Operating [removed: income] [added: Income] | $ | [removed: 1,744,056] [added: 1,894,801] | | | $ | [removed: 1,477,205] [added: 1,744,056] | | | $ | [removed: 874,902] [added: 1,477,205] | | | $ | [removed: 941,859] [added: 874,902] | | | $ | [removed: 798,148] [added: 941,859] | |

| Net [removed: income] [added: Income] | $ | [removed: 1,625,133] [added: 1,815,792] | | | $ | [removed: 1,283,388] [added: 1,625,133] | | | $ | [removed: 665,783] [added: 1,283,388] | | | $ | [removed: 764,146] [added: 665,783] | | | $ | [removed: 473,692] [added: 764,146] | |

| Adjusted Net [removed: Income(1) (2)] [added: Income attributable to Royal Caribbean Ltd.(2)] (3) (4) [added: (5)] | $ | [removed: 1,625,133] [added: 1,873,363] | | | $ | [removed: 1,314,689] [added: 1,625,133] | | | $ | [removed: 1,065,066] [added: 1,314,689] | | | $ | [removed: 755,729] [added: 1,065,066] | | | $ | [removed: 539,224] [added: 755,729] | |

| Net [removed: income] [added: Income attributable to Royal Caribbean Cruises Ltd.] | $ | [removed: 7.57] [added: 8.60] | | | $ | [removed: 5.96] [added: 7.57] | | | $ | [removed: 3.03] [added: 5.96] | | | $ | [removed: 3.45] [added: 3.03] | | | $ | [removed: 2.16] [added: 3.45] | |

| Adjusted Net Income [added: attributable to Royal Caribbean Cruises Ltd.] | $ | [removed: 7.57] [added: 8.90] | | | $ | [removed: 6.10] [added: 7.57] | | | $ | [removed: 4.85] [added: 6.10] | | | $ | [removed: 3.41] [added: 4.85] | | | $ | [removed: 2.46] [added: 3.41] | |

| Weighted-average shares | [removed: 214,617] [added: 210,570] | | | | [removed: 215,393] [added: 214,617] | | | | [removed: 219,537] [added: 215,393] | | | | [removed: 221,658] [added: 219,537] | | | | [removed: 219,638] [added: 221,658] | | |

| Net [removed: income] [added: Income attributable to Royal Caribbean Cruises Ltd.] | $ | [removed: 7.53] [added: 8.56] | | | $ | [removed: 5.93] [added: 7.53] | | | $ | [removed: 3.02] [added: 5.93] | | | $ | [removed: 3.43] [added: 3.02] | | | $ | [removed: 2.14] [added: 3.43] | |

| Adjusted Net Income [added: attributable to Royal Caribbean Cruises Ltd.] | $ | [removed: 7.53] [added: 8.86] | | | $ | [removed: 6.08] [added: 7.53] | | | $ | [removed: 4.83] [added: 6.08] | | | $ | [removed: 3.39] [added: 4.83] | | | $ | [removed: 2.44] [added: 3.39] | |

| Weighted-average shares and potentially dilutive shares | [removed: 215,694] [added: 211,554] | | | | [removed: 216,316] [added: 215,694] | | | | [removed: 220,689] [added: 216,316] | | | | [removed: 223,044] [added: 220,689] | | | | [removed: 220,941] [added: 223,044] | | |

| Dividends declared per common share | $ | [removed: 2.16] [added: 2.60] | | | $ | [removed: 1.71] [added: 2.16] | | | $ | [removed: 1.35] [added: 1.71] | | | $ | [removed: 1.10] [added: 1.35] | | | $ | [removed: 0.74] [added: 1.10] | |

| Total assets [added: (6)] | $ | [removed: 22,296,317] [added: 27,698,270] | | | $ | [removed: 22,310,324] [added: 22,360,926] | | | $ | [removed: 20,782,043] [added: 22,310,324] | | | $ | [removed: 20,524,060] [added: 20,782,043] | | | $ | [removed: 19,915,003] [added: 20,524,060] | |

| Total debt, including [added: commercial paper and] capital leases | $ | [removed: 7,539,451] [added: 10,777,699] | | | $ | [removed: 9,387,436] [added: 7,539,451] | | | $ | [removed: 8,527,243] [added: 9,387,436] | | | $ | [removed: 8,254,818] [added: 8,527,243] | | | $ | [removed: 7,916,860] [added: 8,254,818] | |

| Common stock | $ | [removed: 2,352] [added: 2,358] | | | $ | [removed: 2,346] [added: 2,352] | | | $ | [removed: 2,339] [added: 2,346] | | | $ | [removed: 2,331] [added: 2,339] | | | $ | [removed: 2,308] [added: 2,331] | |

| Total shareholders' equity | $ | [removed: 10,702,303] [added: 11,105,461] | | | $ | [removed: 9,121,412] [added: 10,702,303] | | | $ | [removed: 8,063,039] [added: 9,121,412] | | | $ | [removed: 8,284,359] [added: 8,063,039] | | | $ | [removed: 8,808,265] [added: 8,284,359] | |

| [removed: (1)] [added: (2)] | For [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015,] [added: 2016,] refer to Financial Presentation and Results of Operations under Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations for [added: the] definition of Adjusted Net Income and [added: a] reconciliation of Adjusted Net Income to Net income. |

| [removed: (2)] [added: (3)] | Amount for 2017 includes a gain of $30.9 million related to the sale of Legend of the Seas. |

| [removed: (3)] [added: (5)] | Amount for 2014 excludes restructuring and related impairment charges of $4.3 million, other initiative costs of $21.2 million, an $11.0 million loss related to the estimated impact of Pullmantur's non-core businesses that were sold in 2014 and a loss of $17.4 million recognized on the sale of Celebrity Century. Additionally, the amount for 2014 excludes $28.9 million of net income resulting from [removed: the change in our voyage proration methodology and the reversal of a deferred tax asset valuation allowance of $33.5 million due to Spanish tax reform.] |

| Net Income attributable to Royal Caribbean Cruises Ltd. | $ | 1,811,042 | | | $ | 1,625,133 | | | $ | 1,283,388 | | | $ | 665,783 | | | $ | 764,146 | |

| (1) | On July 31, 2018, we acquired a 66.7% equity stake in Silversea Cruise Holding Ltd ("Silversea Cruises"). Refer to Note 3. Business Combination to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for information on the Silversea Cruises acquisition. |

| (4) | Amount for 2015 excludes the impairment of Pullmantur related assets of $399.3 million. |

| | |

| --- | --- |

the change in our voyage proration methodology and the reversal of a deferred tax asset valuation allowance of $33.5 million due to Spanish tax reform.

| | |

| --- | --- |

| (6) | We reclassified prepaid commissions of $64.6 million from Customer deposits to Prepaid expenses and other assets in our consolidated balance sheet as of December 31, 2017 in order to conform to the current year presentation. |

| (4) | Amount for 2013 excludes restructuring and related impairment charges of $56.9 million and an $8.6 million loss related to the estimated impact of Pullmantur's non-core businesses that were sold in 2014. |

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 [removed: SEC’s] [added: Securities and Exchange Commission's (the "SEC")] rules and forms.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2017.][added: 2018.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2017] [added: 2018] has been audited by PricewaterhouseCoopers LLP, the independent registered [removed: 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.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Exchange Act Rule 13a-15(d) during the quarter ended December 31, [removed: 2017] [added: 2018] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In July 31, 2018, we acquired Silversea Cruise Holding Ltd. ("Silversea Cruises").

Due to the timing of this acquisition, we excluded Silversea Cruises from the scope of our management's assessment of the effectiveness of our internal control over financial reporting as of December 31, 2018.

The total assets, excluding goodwill and identifiable intangible assets, and total revenues of Silversea Cruises represent approximately 5.0% and 1.4%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2018.

This exclusion is in accordance with the general guidance issued by the SEC Staff that an assessment of a recent business acquisition may be omitted from management's report on internal control over financial reporting in the first year of consolidation.

We are in the process of evaluating the controls and procedures at Silversea Cruises and integrating Silversea Cruises into our internal control over financial reporting.

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 [added: certain sections of] the Royal Caribbean Cruises Ltd. Definitive Proxy Statement relating to our [removed: 2018] [added: 2019] Annual Meeting of Shareholders (the "Proxy Statement") to be filed with the Securities and Exchange Commission no later than 120 days after the close of the fiscal year.

Please refer to the following sections in the Proxy Statement for more [removed: information regarding our corporate governance:] [added: information:] "Corporate Governance"; "Proposal 1—Election of Directors"; [removed: and] "Certain Relationships and Related Person [removed: Transactions."] [added: Transactions"; "Section 16(a) Beneficial Ownership Reporting Compliance"; "Executive Compensation"; "Security Ownership of Certain Beneficial Owners and Management"; and "Proposal 3—Ratification of Principal Independent Registered Public Accounting Firm."] Copies of the Proxy Statement will become available when filed through our Investor Relations website at www.rclcorporate.com (please see "Financial Reports" under "Financial Information"); by contacting our Investor Relations department at 1050 Caribbean Way, Miami, Florida 33132—telephone (305) 982-2625; or by visiting the SEC's website at www.sec.gov.

Exhibits [removed: 10.22] [added: 10.30] through [removed: 10.50] [added: 10.49] represent management compensatory plans or arrangements.

| 3.2 | | [Amended and Restated By-Laws of the [removed: Company](http://www.sec.gov/Archives/edgar/data/884887/000088488713000061/exh31form8k20130911.htm)] [added: Company, as amended](http://www.sec.gov/Archives/edgar/data/884887/000088488718000091/exh31form8k20181204.htm)] | | 8-K | | 3.1 | | [removed: 9/11/2013] [added: 12/6/2018] |

| 10.2 | | [Amendment to the [removed: Amended and Restated] Credit Agreement, dated as of [removed: June 15, 2015,] [added: December 4, 2017,] by and among the Company, [added: the various financial institutions as are or shall become parties thereto and] The Bank of Nova Scotia, as administrative agent for the lender [removed: parties and the lender parties](http://www.sec.gov/Archives/edgar/data/884887/000088488715000058/exh101form8k20150615.htm)] [added: parties](http://www.sec.gov/Archives/edgar/data/884887/000110465917072317/a17-28076_1ex10d1.htm)] | | 8-K | | 10.1 | | [removed: 6/19/2015] [added: 12/7/2017] |

| 10.3 | | [Amendment to the Credit Agreement, dated as of [removed: December 4,] [added: October 12,] 2017, by and among the Company, the various financial institutions as are or shall become parties thereto and [removed: The] [added: Nordea] Bank [removed: of Nova Scotia,] [added: AB (PUBL), New York branch,] as administrative agent for the lender [removed: parties](http://www.sec.gov/Archives/edgar/data/884887/000110465917072317/a17-28076_1ex10d1.htm)] [added: parties](http://www.sec.gov/Archives/edgar/data/884887/000110465917062535/a17-24009_1ex10d3.htm)] | | 8-K | | [removed: 10.1] [added: 10.3] | | [removed: 12/7/2017] [added: 10/17/2017] |

| [removed: 10.7] [added: 10.4] | | [Amendment No. 4 to Hull No. S-697 Credit Agreement, dated as of February 2, 2016, by and between the Company, the Lenders from time to time party thereto, the Mandated Lead Arrangers and [removed: KfW-IPEX-Bank] [added: KfW IPEX-Bank] GmbH, as Hermes Agent and Facility Agent](http://www.sec.gov/Archives/edgar/data/884887/000088488716000126/rcl-20151231xex107.htm) | | 10-K | | 10.7 | | 12/31/2015 |

| [removed: 10.8] [added: 10.6] | | [Amendment No. 4 to Hull No. S-698 Credit Agreement, dated as of February 3, 2016, by and between the Company, the Lenders from time to time party thereto, the Mandated Lead Arrangers and [removed: KfW-IPEX-Bank] [added: KfW IPEX-Bank] GmbH, as Hermes Agent and Facility Agent](http://www.sec.gov/Archives/edgar/data/884887/000088488716000126/rcl-20151231xex108.htm) | | 10-K | | 10.8 | | 12/31/2015 |

| [removed: 10.9] [added: 10.8] | | [Amendment No. 1 to Hull No. S-699 Credit Agreement, dated as of March 31, 2016, by and between the Company, the Lenders from time to time party thereto, the Mandated Lead Arrangers and [removed: KfW-IPEX-Bank] [added: KfW IPEX-Bank] GmbH, as Hermes Agent and Facility Agent](http://www.sec.gov/Archives/edgar/data/884887/000088488716000143/rcl-3312016xexhibit101.htm) | | 10-Q | | 10.1 | | 3/31/2016 |

| [removed: 10.11] [added: 10.21] | | [Novation Agreement, dated as of [removed: January 30, 2015, by and] [added: July 24, 2017,] between [removed: Frosaitomi] [added: Hibisyeu] Finance [removed: Ltd. the Company,] [added: Ltd., Royal Caribbean Cruises Ltd.,] Citibank [removed: International Limited,] [added: Europe Plc, UK Branch,] Citicorp Trustee Company Limited, Citibank N.A., London [added: Branch, HSBC France, Sumitomo Mitsui Banking Corporation Europe Limited, Paris] Branch and the banks and financial institutions as [removed: a] lender parties [removed: thereto](http://www.sec.gov/Archives/edgar/data/884887/000088488715000015/exh101form8k20150130.htm)] [added: thereto](http://www.sec.gov/Archives/edgar/data/884887/000114036117029156/ex10_1.htm)] | | 8-K | | 10.1 | | [removed: 2/5/2015] [added: 7/28/2017] |

| [removed: 10.13] [added: 10.12] | | [Hull No. S-700 Credit Agreement, dated as of November 13, 2015, by and 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 [removed: Arranger.](http://www.sec.gov/Archives/edgar/data/884887/000088488715000109/exh101form8k20151113.htm)] [added: Arranger](http://www.sec.gov/Archives/edgar/data/884887/000088488715000109/exh101form8k20151113.htm)] | | 8-K | | 10.1 | | 11/19/2015 |

| [removed: 10.14] [added: 10.15] | | [Hull No. S-713 Credit Agreement, dated as of November 13, 2015, by and 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.](http://www.sec.gov/Archives/edgar/data/884887/000088488715000109/exh102form8k20151113.htm) | | 8-K | | 10.2 | | 11/19/2015 |

| [removed: 10.15] [added: 10.19] | | [Novation Agreement, dated as of June 22, 2016, by and between [removed: Saintiami] [added: Azairemia] Finance Ltd., Royal Caribbean Cruises Ltd., Citibank Europe Plc, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC France, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch and the banks and financial institutions as lender parties [removed: thereto](http://www.sec.gov/Archives/edgar/data/884887/000088488716000171/exh101form8k20160622.htm)] [added: thereto](http://www.sec.gov/Archives/edgar/data/884887/000088488716000171/exh102form8k20160622.htm)] | | 8-K | | [removed: 10.1] [added: 10.2] | | 6/28/2016 |

| [removed: 10.16] [added: 10.22] | | [Novation Agreement, dated as of [removed: June 22, 2016, by and] [added: July 24, 2017,] between [removed: Azairemia] [added: Hoediscus] Finance Ltd., Royal Caribbean Cruises Ltd., Citibank Europe Plc, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC France, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch and the banks and financial institutions as lender parties [removed: thereto](http://www.sec.gov/Archives/edgar/data/884887/000088488716000171/exh102form8k20160622.htm)] [added: thereto](http://www.sec.gov/Archives/edgar/data/884887/000114036117029156/ex10_2.htm)] | | 8-K | | 10.2 | | [removed: 6/28/2016] [added: 7/28/2017] |

| [removed: 10.17] [added: 10.23] | | [Novation Agreement, dated as of July 24, 2017, between [removed: Hibisyeu] [added: Houatorris] Finance Ltd., Royal Caribbean Cruises Ltd., Citibank Europe Plc, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC France, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch and the banks and financial institutions as lender parties [removed: thereto](http://www.sec.gov/Archives/edgar/data/884887/000114036117029156/ex10_1.htm)] [added: thereto](http://www.sec.gov/Archives/edgar/data/884887/000114036117029156/ex10_3.htm)] | | 8-K | | [removed: 10.1] [added: 10.3] | | 7/28/2017 |

| [removed: 10.18] [added: 10.20] | | [removed: [Novation] [added: [First Supplemental] Agreement, dated as of [removed: July 24, 2017,] [added: October 5, 2018, relating to Hull No. K34 and the Novation Agreement, dated as of June 22, 2016, by and] between [removed: Hoediscus] [added: Azairemia] Finance Ltd., Royal Caribbean Cruises Ltd., Citibank Europe Plc, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC France, Sumitomo Mitsui Banking Corporation Europe Limited, Paris [removed: Branch] [added: Branch,] and the banks and financial institutions as lender parties [removed: thereto](http://www.sec.gov/Archives/edgar/data/884887/000114036117029156/ex10_2.htm)] [added: thereto*](https://www.sec.gov/Archives/edgar/data/884887/000088488719000017/exhibit10-20.htm)] | | [removed: 8-K] | | [removed: 10.2] | | [removed: 7/28/2017] |

| [removed: 10.19] [added: 10.11] | | [removed: [Novation] [added: [Hull No. B34 Credit] Agreement, dated as of [removed: July 24, 2017, between Houatorris Finance Ltd.,] [added: January 30, 2015, as novated, amended and restated on the Actual Delivery Date pursuant to a novation agreement dated January 30, 2015 (as amended),between] Royal Caribbean Cruises Ltd., Citibank [removed: Europe Plc, UK Branch, Citicorp Trustee Company Limited, Citibank] N.A., London Branch, [removed: HSBC France, Sumitomo Mitsui Banking Corporation] [added: Citibank] Europe [removed: Limited, Paris Branch] [added: plc, UK Branch,] and the banks and financial institutions as lender parties [removed: thereto](http://www.sec.gov/Archives/edgar/data/884887/000114036117029156/ex10_3.htm)] [added: thereto](http://www.sec.gov/Archives/edgar/data/884887/000088488718000042/rcl-3312018xexhibit101.htm)] | | [removed: 8-K] [added: 10-Q] | | [removed: 10.3] [added: 10.1] | | [removed: 7/28/2017] [added: 3/31/2018] |

| [removed: 10.20] [added: 10.24] | | [Icon 1 Hull No. S-1400 Credit Agreement, dated as of October 11, 2017, between Royal Caribbean Cruises Ltd., as the Borrower, the Lenders from time to time party thereto, KfW IPEX-Bank GmbH, as Hermes Agent, Facility Agent, Documentation Agent and Initial Mandated Lead Arranger and BNP Paribas Fortis SA/NV as Finnvera Agent](http://www.sec.gov/Archives/edgar/data/884887/000110465917062535/a17-24009_1ex10d1.htm) | | 8-K | | 10.1 | | 10/17/2017 |

| [removed: 10.21] [added: 10.26] | | [Icon 2 Hull No. S-1401 Credit Agreement, dated as of October 11, 2017, between Royal Caribbean Cruises Ltd., as the Borrower, the Lenders from time to time party thereto, KfW IPEX-Bank GmbH, as Hermes Agent, Facility Agent, Documentation Agent and Initial Mandated Lead Arranger and BNP Paribas Fortis SA/NV as Finnvera Agent](http://www.sec.gov/Archives/edgar/data/884887/000110465917062535/a17-24009_1ex10d2.htm) | | 8-K | | 10.2 | | 10/17/2017 |

| [removed: 10.22] [added: 10.44] | | [Royal Caribbean Cruises Ltd. [removed: 2000 Stock Award Plan](http://www.sec.gov/Archives/edgar/data/884887/000095014405012571/g98703exv10w1.htm)] [added: Supplemental Executive Retirement Plan](http://www.sec.gov/Archives/edgar/data/884887/000095014405012571/g98703exv10w3.htm)] | | 8-K | | [removed: 10.1] [added: 10.3] | | 12/8/2005 |

| [removed: 10.24] [added: 10.30] | | [Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan (as amended)](http://www.sec.gov/Archives/edgar/data/884887/000088488717000020/rcl-20161231xex1017.htm) | | 10-K | | 10.17 | | 12/31/2016 |

| [removed: 10.25] [added: 10.31] | | [Form of 2008 Equity Incentive Plan Stock Option Award Agreement—Incentive Options](http://www.sec.gov/Archives/edgar/data/884887/000119312508218425/dex103.htm) | | 10-Q | | 10.3 | | 9/30/2008 |

| [removed: 10.26] [added: 10.32] | | [Form of 2008 Equity Incentive Plan Stock Option Award Agreement—Nonqualified Options](http://www.sec.gov/Archives/edgar/data/884887/000119312508218425/dex104.htm) | | 10-Q | | 10.4 | | 9/30/2008 |

| [removed: 10.27] [added: 10.33] | | [Form of 2008 Equity Incentive Plan Restricted Stock Unit Agreement— Executive Officer Grants](http://www.sec.gov/Archives/edgar/data/884887/000088488714000023/rcl-20131231xex1023.htm) | | 10-K | | 10.23 | | 12/31/2013 |

| [removed: 10.28] [added: 10.34] | | [Form of 2008 Equity Incentive Plan Restricted Stock Unit Agreement— Executive Officer Grants (Non-Vesting Into Retirement)](http://www.sec.gov/Archives/edgar/data/884887/000088488717000067/rcl-9302017xexhibit107.htm) | | 10-Q | | 10.7 | | 9/30/2017 |

| [removed: 10.29] [added: 10.35] | | [Form of 2008 Equity Incentive Plan Restricted Stock Unit Agreement—Director Grants](http://www.sec.gov/Archives/edgar/data/884887/000119312511045435/dex1031.htm) | | 10-K | | 10.31 | | 12/31/2010 |

| [removed: 10.30] [added: 10.36] | | [Form of 2008 Equity Incentive Plan Performance Shares Agreement](http://www.sec.gov/Archives/edgar/data/884887/000088488715000025/rcl-20141231xex1027.htm) | | 10-K | | 10.27 | | 12/31/2014 |

| [removed: 10.31] [added: 10.37] | | [Form of 2008 Equity Incentive Plan Performance-Based Restricted Shares Agreement](http://www.sec.gov/Archives/edgar/data/884887/000088488716000126/rcl-20151231xex1026.htm) | | 10-K | | 10.26 | | 12/31/2015 |

| [removed: 10.32] [added: 10.38] | | [Employment Agreement, dated as of December 31, 2012, by and between the Company and Richard D. Fain](http://www.sec.gov/Archives/edgar/data/884887/000104746913001567/a2213132zex-10_22.htm) | | 10-K | | 10.22 | | 12/31/2012 |

| [removed: 10.33] [added: 10.40] | | [Employment Agreement, dated as of [removed: December 31, 2012,] [added: July 16, 2015,] by and between the Company and [removed: Adam M. Goldstein](http://www.sec.gov/Archives/edgar/data/884887/000104746913001567/a2213132zex-10_23.htm)] [added: Michael W. Bayley](http://www.sec.gov/Archives/edgar/data/884887/000088488715000073/rcl-6302015x103.htm)] | | [removed: 10-K] [added: 10-Q] | | [removed: 10.23] [added: 10.3] | | [removed: 12/31/2012] [added: 6/30/2015] |

| [removed: 10.34] [added: 10.39] | | [Employment Agreement, dated as of May 20, 2013, by and between the Company and Jason T. Liberty](http://www.sec.gov/Archives/edgar/data/884887/000110465913057032/a13-13665_1ex10d2.htm) | | 10-Q | | 10.2 | | 6/30/2013 |

| [removed: 10.35] [added: 10.41] | | [removed: [Employment] [added: [Form of First Amendment to Employment] Agreement, dated as of [removed: July 16, 2015, by and] [added: February 6, 2015 (entered into] between the Company and [removed: Michael W. Bayley](http://www.sec.gov/Archives/edgar/data/884887/000088488715000073/rcl-6302015x103.htm)] [added: each of Messrs. Fain and Liberty)](http://www.sec.gov/Archives/edgar/data/884887/000088488715000025/rcl-20141231xex1033.htm)] | | [removed: 10-Q] [added: 10-K] | | [removed: 10.3] [added: 10.33] | | [removed: 6/30/2015] [added: 12/31/2014] |

| [removed: 10.37] [added: 10.42] | | [Employment Agreement dated as of August 3, 2015, by and between Celebrity Cruises Inc. and Lisa Lutoff-Perlo](http://www.sec.gov/Archives/edgar/data/884887/000088488717000020/rcl-20161231xex1031.htm) | | 10-K | | 10.31 | | 12/31/2016 |

| [removed: 10.38] [added: 10.43] | | [Royal Caribbean Cruises Ltd. Executive Short-Term Bonus Plan](http://www.sec.gov/Archives/edgar/data/884887/000088488715000073/rcl-6302015x104.htm) | | 10-Q | | 10.4 | | 6/30/2015 |

| [removed: 10.40] [added: 10.45] | | [Amendment to Royal Caribbean Cruises Ltd. [removed: et. al. Non Qualified 401(k) Plan](http://www.sec.gov/Archives/edgar/data/884887/000088488707000043/exhibit1029.htm)] [added: Supplemental Executive Retirement Plan](http://www.sec.gov/Archives/edgar/data/884887/000088488707000043/exhibit1031.htm)] | | 10-K | | [removed: 10.29] [added: 10.31] | | 12/31/2006 |

| [removed: 10.41] [added: 10.46] | | [Amendment to Royal Caribbean Cruises Ltd. [removed: et. al. Non Qualified 401(k) Plan](http://www.sec.gov/Archives/edgar/data/884887/000088488708000067/exh10-28amendment401k.htm)] [added: Supplemental Executive Retirement Plan](http://www.sec.gov/Archives/edgar/data/884887/000088488708000067/exh10-31amendmentserp.htm)] | | 10-K | | [removed: 10.28] [added: 10.31] | | 12/31/2007 |

| [removed: 10.42] [added: 10.48] | | [Amendment to Royal Caribbean Cruises Ltd. [removed: et. al. Non Qualified 401(k) Plan](http://www.sec.gov/Archives/edgar/data/884887/000119312509035629/dex1036.htm)] [added: Supplemental Executive Retirement Plan](http://www.sec.gov/Archives/edgar/data/884887/000119312509035629/dex1038.htm)] | | 10-K | | [removed: 10.36] [added: 10.38] | | 12/31/2008 |

| [removed: 10.43] [added: 10.47] | | [removed: [Royal] [added: [Amendment to Royal] Caribbean Cruises Ltd. Supplemental Executive Retirement [removed: Plan](http://www.sec.gov/Archives/edgar/data/884887/000095014405012571/g98703exv10w3.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/884887/000119312508218425/dex101.htm)] | | [removed: 8-K] [added: 10-Q] | | [removed: 10.3] [added: 10.1] | | [removed: 12/8/2005] [added: 9/30/2008] |