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Item 15. Exhibits and Financial Statement Schedules

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Item 15. Exhibits and Financial Statement Schedules

(a)(1) Financial Statements

Our Consolidated Financial Statements have been prepared in accordance with Item 8. Financial Statements and Supplementary Data and are included beginning on page F-1 of this report.

(2)Financial Statement Schedules

None.

(3)Exhibits

Exhibits 10.30 through 10.49 represent management compensatory plans or arrangements.

Incorporated By Reference
Exhibit NumberExhibit DescriptionFormExhibitFiling Date/ Period End Date
3.1Restated Articles of Incorporation of the Company, as amended (composite)S-33.13/23/2009
3.2Amended and Restated By-Laws of the Company, as amended8-K3.112/6/2018
4.1Indenture dated as of July 15, 1994, by and between the Company, as issuer, and The Bank of New York Trust Company, N.A., successor to NationsBank of Georgia, National Association, as Trustee20-F2.412/31/1994
4.2Sixth Supplemental Indenture dated as of October 14, 1997, to the Indenture, dated as of July 15, 1994, by and between the Company, as issuer, and The Bank of New York Trust Company, N.A., as Trustee20-F2.1112/31/1997
4.3Eighth Supplemental Indenture dated as of March 16, 1998, to the Indenture, dated as of July 15, 1994, by and between the Company, as issuer, and The Bank of New York Trust Company, N.A., as Trustee20-F2.1312/31/1997
4.4Form of Indenture, dated as of July 31, 2006, by and between the Company, as issuer, and The Bank of New York Trust Company, N.A., as TrusteeS-34.17/31/2006
4.5Second Supplemental Indenture dated as of November 7, 2012 between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee8-K4.111/7/2012
4.6Third Supplemental Indenture, dated as of November 28, 2017 between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee8-K4.111/28/2017
4.7Indenture dated as of January 30, 2017 among Silversea Cruise Finance Ltd., as issuer, Citibank, N.A., London Branch, as Trustee, as Principal Paying Agent and as Security Agent, and Citigroup Global Markets Deutschland AG, as Registrar*
4.8Supplemental Indenture dated as of February 1, 2017 by and among Silversea Cruise Finance Ltd., as issuer, the other parties listed as New Guarantors, and Citibank, N.A., London Branch, as Trustee*
4.9Second Supplemental Indenture dated as of February 1, 2019 by and between Silversea Cruise Finance Ltd., as issuer, and Citibank, N.A., London Branch, as Trustee*
10.1Amended and Restated Registration Rights Agreement dated as of July 30, 1997, by and among the Company, A. Wilhelmsen AS., Cruise Associates, Monument Capital Corporation, Archinav Holdings, Ltd. and Overseas Cruiseship, Inc.20-F2.2012/31/1997
10.2Amendment to the Credit Agreement, dated as of December 4, 2017, by and among the Company, the various financial institutions as are or shall become parties thereto and The Bank of Nova Scotia, as administrative agent for the lender parties8-K10.112/7/2017
Incorporated By Reference
Exhibit NumberExhibit DescriptionFormExhibitFiling Date/ Period End Date
10.3Amendment to the Credit Agreement, dated as of October 12, 2017, by and among the Company, the various financial institutions as are or shall become parties thereto and Nordea Bank AB (PUBL), New York branch, as administrative agent for the lender parties8-K10.310/17/2017
10.4Amendment 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 KfW IPEX-Bank GmbH, as Hermes Agent and Facility Agent10-K10.712/31/2015
10.5Amendment No. 5 to Hull No. S-697 Credit Agreement, dated as of July 3, 2018, by and between the Company, the Lenders from time to time party thereto, the Mandated Lead Arrangers and KfW IPEX-Bank GmbH, as Hermes Agent and Facility Agent10-Q10.46/30/2018
10.6Amendment 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 KfW IPEX-Bank GmbH, as Hermes Agent and Facility Agent10-K10.812/31/2015
10.7Amendment No. 5 to Hull No. S-698 Credit Agreement, dated as of July 3, 2018, by and between the Company, the Lenders from time to time party thereto, the Mandated Lead Arrangers and KfW IPEX-Bank GmbH, as Hermes Agent and Facility Agent10-Q10.56/30/2018
10.8Amendment 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 KfW IPEX-Bank GmbH, as Hermes Agent and Facility Agent10-Q10.13/31/2016
10.9Amendment No. 2 to Hull No. S-699 Credit Agreement, dated as of July 3, 2018, by and between the Company, the Lenders from time to time party thereto, the Mandated Lead Arrangers and KfW IPEX-Bank GmbH, as Hermes Agent and Facility Agent10-Q10.66/30/2018
10.10Amendment and Restatement Agreement, dated as of January 15, 2016, in respect of a Facility Agreement dated, as of July 9, 2013, by and between the Company, the Lenders from time to time party thereto, Société Générale, as Facility Agent and Mandated Lead Arranger, BNP Paribas, as Documentation Bank and Mandated Lead Arranger, and HSBC France, as Mandated Lead Arranger10-K10.1012/31/2015
10.11Hull No. B34 Credit Agreement, dated as of 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 N.A., London Branch, Citibank Europe plc, UK Branch, and the banks and financial institutions as lender parties thereto10-Q10.13/31/2018
10.12Hull 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 Arranger8-K10.111/19/2015
10.13Amendment No. 1 to 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 Arranger10-Q10.76/30/2018
10.14Amendment No. 2 to Hull No. S-700 Credit Agreement, dated as of July 3, 2018, 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 Arranger10-Q10.86/30/2018
10.15Hull 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.8-K10.211/19/2015
Incorporated By Reference
Exhibit NumberExhibit DescriptionFormExhibitFiling Date/ Period End Date
10.16Amendment No. 1 to Hull No. S-713 Credit Agreement, dated as of September 7, 2016, 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 Arranger10-Q10.96/30/2018
10.17Amendment No. 2 to Hull No. S-713 Credit Agreement, dated as of July 3, 2018, 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 Arranger10-Q10.106/30/2018
10.18Hull No. J34 Credit Agreement, dated as of June 22, 2016, as novated, amended and restated on the Actual Delivery Date pursuant to a novation agreement dated June 22, 2016 (as amended), between Royal Caribbean Cruises Ltd., Citibank N.A., London Branch, Citibank Europe plc, UK Branch, and the banks and financial institutions as lender parties thereto*
10.19Novation Agreement, dated as of June 22, 2016, by and between 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 thereto8-K10.26/28/2016
10.20First Supplemental Agreement, dated as of October 5, 2018, relating to Hull No. K34 and the Novation Agreement, dated as of June 22, 2016, by and between 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 thereto*
10.21Novation Agreement, dated as of July 24, 2017, between Hibisyeu 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 thereto8-K10.17/28/2017
10.22Novation Agreement, dated as of July 24, 2017, between 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 thereto8-K10.27/28/2017
10.23Novation Agreement, dated as of July 24, 2017, between 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 thereto8-K10.37/28/2017
10.24Icon 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 Agent8-K10.110/17/2017
10.25Amendment No. 1 to Icon 1 Hull No. S-1400 Credit Agreement, dated as of July 3, 2018, 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 Agent10-Q10.116/30/2018
10.26Icon 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 Agent8-K10.210/17/2017
Incorporated By Reference
Exhibit NumberExhibit DescriptionFormExhibitFiling Date/ Period End Date
10.27Amendment No. 1 to Icon 2 Hull No. S-1401 Credit Agreement, dated as of July 3, 2018, 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 Agent10-Q10.126/30/2018
10.28Loan Agreement, dated as of June 29, 2018, among Royal Caribbean Cruises Ltd., as the Borrower, the Lenders from time to time party thereto, and JP Morgan Chase Bank, N.A. as Administrative Agent and Bank of America, N.A., Citigroup Global Markets Limited, Goldman Sachs Bank USA and Morgan Stanley Senior Funding,Inc. as Co-Syndication Agents8-K10.17/5/2018
10.29Commercial Paper Dealer Agreement, dated June 14, 2018, between Royal Caribbean Cruises Ltd., as issuer, and the dealer party thereto8-K10.16/18/2018
10.30Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan (as amended)10-K10.1712/31/2016
10.31Form of 2008 Equity Incentive Plan Stock Option Award Agreement—Incentive Options10-Q10.39/30/2008
10.32Form of 2008 Equity Incentive Plan Stock Option Award Agreement—Nonqualified Options10-Q10.49/30/2008
10.33Form of 2008 Equity Incentive Plan Restricted Stock Unit Agreement— Executive Officer Grants10-K10.2312/31/2013
10.34Form of 2008 Equity Incentive Plan Restricted Stock Unit Agreement— Executive Officer Grants (Non-Vesting Into Retirement)10-Q10.79/30/2017
10.35Form of 2008 Equity Incentive Plan Restricted Stock Unit Agreement—Director Grants10-K10.3112/31/2010
10.36Form of 2008 Equity Incentive Plan Performance Shares Agreement10-K10.2712/31/2014
10.37Form of 2008 Equity Incentive Plan Performance-Based Restricted Shares Agreement10-K10.2612/31/2015
10.38Employment Agreement, dated as of December 31, 2012, by and between the Company and Richard D. Fain10-K10.2212/31/2012
10.39Employment Agreement, dated as of May 20, 2013, by and between the Company and Jason T. Liberty10-Q10.26/30/2013
10.40Employment Agreement, dated as of July 16, 2015, by and between the Company and Michael W. Bayley10-Q10.36/30/2015
10.41Form of First Amendment to Employment Agreement, dated as of February 6, 2015 (entered into between the Company and each of Messrs. Fain and Liberty)10-K10.3312/31/2014
10.42Employment Agreement dated as of August 3, 2015, by and between Celebrity Cruises Inc. and Lisa Lutoff-Perlo10-K10.3112/31/2016
10.43Royal Caribbean Cruises Ltd. Executive Short-Term Bonus Plan10-Q10.46/30/2015
10.44Royal Caribbean Cruises Ltd. Supplemental Executive Retirement Plan8-K10.312/8/2005
10.45Amendment to Royal Caribbean Cruises Ltd. Supplemental Executive Retirement Plan10-K10.3112/31/2006
10.46Amendment to Royal Caribbean Cruises Ltd. Supplemental Executive Retirement Plan10-K10.3112/31/2007
10.47Amendment to Royal Caribbean Cruises Ltd. Supplemental Executive Retirement Plan10-Q10.19/30/2008
10.48Amendment to Royal Caribbean Cruises Ltd. Supplemental Executive Retirement Plan10-K10.3812/31/2008
10.49Cruise Policy for Members of the Board of Directors of the Company10-K10.3512/31/2013
18.1Preferability Letter Regarding Change in Accounting Principle*
21.1List of Subsidiaries*
Incorporated By Reference
Exhibit NumberExhibit DescriptionFormExhibitFiling Date/ Period End Date
23.1Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm*
23.2Consent of Drinker Biddle & Reath LLP*
24.1Power of Attorney*
31.1Certification of Richard D. Fain required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934*
31.2Certification of Jason T. Liberty required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934*
32.1Certification of Richard D. Fain and Jason T. Liberty pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code**
*Filed herewith
**Furnished herewith

Interactive Data File

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

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