UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
| (Mark One) | ||
ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2010
OR
For the fiscal year ended December 31, 2012 | ||
or | ||
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to | ||
For the transition period fromto
Commission file number: 1-11884
ROYAL CARIBBEAN CRUISES LTD.
(Exact name of registrant as specified in its charter)
| Republic of Liberia | ||
| 98-0081645 Identification No.) |
1050 Caribbean Way, Miami, Florida 33132
(Address of principal executive offices) (zip code)
(305) 539-6000
(Registrant’sRegistrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered | ||||
|---|---|---|---|---|---|
| Common Stock, par value $.01 per share | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes xý No ¨o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨o No xý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes xý No ¨o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes xý No ¨o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’sregistrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (See the definitions of “large"large accelerated filer,” “accelerated filer”" "accelerated filer" and “smaller"smaller reporting company”company" in Rule 12b-2 of the Exchange Act).
| Large accelerated filerý | (Do not check if a smaller reporting company) | |||||
| Smaller reporting company | ||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨o No xý
The aggregate market value of the registrant’sregistrant's common stock at June 30, 201029, 2012 (based upon the closing sale price of the common stock on the New York Stock Exchange on June 30, 2010)29, 2012) held by those persons deemed by the registrant to be non-affiliates was approximately $3.04$4.5 billion. Shares of the registrant’sregistrant's common stock held by each executive officer and director and by each entity or person that, to the registrant’sregistrant's knowledge, owned 10% or more of the registrant’sregistrant's outstanding common stock as of June 30, 201029, 2012 have been excluded from this number in that these persons may be deemed affiliates of the registrant. This determination of possible affiliate status is not necessarily a conclusive determination for other purposes.
There were 216,070,238219,168,946 shares of common stock outstanding as of February 14, 2011.13, 2013.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’sregistrant's Definitive Proxy Statement relating to its 20112013 Annual Meeting of Shareholders are incorporated by reference in Part III, Items 10-14 of this Annual Report on Form 10-K as indicated herein.
ROYAL CARIBBEAN CRUISES LTD.
TABLE OF CONTENTS
As used in this Annual Report on Form 10-K, the terms “Royal"Royal Caribbean,”" the “Company,” “we,” “our”"Company," "we," "our" and “us”"us" refer to Royal Caribbean Cruises Ltd. and, depending on the context, Royal Caribbean Cruises Ltd.'s consolidated subsidiaries and/or affiliates. The terms “Royal"Royal Caribbean International,” “Celebrity" "Celebrity Cruises,” “Pullmantur,” “Azamara" "Pullmantur," "Azamara Club Cruises,” and “CDF" "CDF Croisières de France”France," and "TUI Cruises" refer to our cruise brands. However, our operating results and other disclosures herein do not include TUI Cruises unless otherwise specified. In accordance with cruise vacation industry practice, the term “berths”"berths" is determined based on double occupancy per cabin even though many cabins can accommodate three or more passengers.
This Annual Report on Form 10-K also includes trademarks, trade names and service marks of other companies. Use or display by us of other parties’parties' trademarks, trade names or service marks is not intended to and does not imply a relationship with, or endorsement or sponsorship of us by, these other parties other than as described herein.
General
Royal Caribbean International was founded in 1968. The1968 as a partnership. Its corporate structure evolved over the years and the current parent corporation, Royal Caribbean Cruises Ltd., was incorporated on July 23, 1985 in the Republic of Liberia under the Business Corporation Act of Liberia.
We are the world’sworld's second largest cruise company operating 40company. We own Royal Caribbean International, Celebrity Cruises, Pullmantur, Azamara Club Cruises and CDF Croisières de France, as well as TUI Cruises through a 50% joint venture. Together, these six brands operate a combined 41 ships in the cruise vacation industry with an aggregate capacity of approximately 92,30098,650 berths as of December 31, 2010. Our brands include Royal Caribbean International, Celebrity Cruises, and Azamara Club Cruises along with our Pullmantur brand, which has been custom tailored to serve the cruise markets in Spain, Portugal and Latin America and our CDF Croisières de France brand which provides us with a custom tailored product targeted at the French market. In addition, we have a 50% investment in a joint venture which operates the brand TUI Cruises, specifically tailored for the German market.2012.
Our ships operate on a selection of worldwide itineraries that call on approximately 420455 destinations on all seven continents. In addition to our headquarters in Miami, Florida, we have offices and a network of international representatives around the world which focus on our internationalglobal guest sourcing.
We compete principally on the basis of exceptional service provided by our crew; innovation and quality of ships, quality of service,ships; variety of itineraries,itineraries; choice of destinationsdestinations; and price. We believe that our commitment to build state-of-the-art ships and to invest in the maintenance and revitalization of our fleet to, among other things, incorporate our latest signature innovations, allows us to continue to attract new and loyal repeat guests and expand into growing international markets and provides us with the flexibility to deploy our ships among our brand portfolio.guests.
We believe cruising continues to be a widely accepted vacation alternativechoice due to its inherent value, extensive itineraries and variety of shipboard and shore-sideshoreside activities. In addition, we believe that our products appeal to a large consumer base and are not dependent on a single market or demographic. Further, we
Our Brands
Our global brands include Royal Caribbean International, Celebrity Cruises, and Azamara Club Cruises. These brands are complemented by our Pullmantur brand, which has been tailored to serve the cruise markets in Spain, Portugal and Latin America; our CDF Croisières de France brand, which provides us with a tailored product targeted at the French market; and our 50% joint venture TUI Cruises which is specifically tailored for the German market. The operating results of all of our brands are included in our consolidated results of operations, except for TUI Cruises, which is accounted for under the equity method of accounting. See Note 1.General and Note 6.Other Assets to
our consolidated financial statements under Item 8.Financial Statements and Supplementary Data for further details.
We believe our global brands possess the versatility to enter multiple cruise market segments within the cruise vacation industry. Although each of our brands has its own marketing style as well as ships and crews of various sizes, the nature of the products sold and services delivered by our brands share a common base (i.e. the sale and provision of cruise vacations). Our brands also have similar itineraries as well as similar cost and revenue components. In addition, our brands source passengers from similar markets around the world and operate in similar economic environments with a significant degree of commercial overlap. As a result, we strategically manage our brands as a single business with the ultimate objective of maximizing long-term shareholder value.
Our Brands
Royal Caribbean International
We currently operate 22 ships with an aggregate capacity of approximately 62,000 berths under our Royal Caribbean International brand, offering cruise itineraries that range from two to 18 nights. As previously announced, we will redeployMonarch of the Seas from Royal Caribbean International to Pullmantur in April 2013. In addition, we currently have three ships on order for our Royal Caribbean International brand with an aggregate capacity of approximately 13,600 berths which are expected to enter service in the fourth quarter of 2014, the second quarter of 2015 and the second quarter of 2016, respectively. This includes our recently ordered third Oasis-class ship. Royal Caribbean International offers a variety of itineraries to destinations worldwide, including Alaska, Asia, Australia, Bahamas, Bermuda, Canada, the Caribbean, Europe, Hawaii, the Middle East, the Panama Canal, South America, South Pacific and New Zealand.
Royal Caribbean International is positioned at the upper end of the contemporary segment of the cruise vacation industry, generally characterized by cruises that are seven nights or shorter and feature a casual ambiance.ambiance as well as a variety of activities and entertainment venues. We believe that the quality of the Royal Caribbean International brand also enables it to attract consumersguests from the premium segment, which is generally characterized by cruises that are seven to 14 nights and appeal to the more experienced guest who is usually more affluent. This allows Royal Caribbean International to achieve market coverage that is among the broadest market coverage of any of the major cruise brands in the cruise vacation industry.
Royal Caribbean International’sInternational's strategy is to attract an array of vacationing consumersguests by providing a wide variety of itineraries and cruise lengths with multiple innovative options for onboard dining, entertainment and other onboard activities. Popular product innovations include surf simulators, an interactive water park called the H2O Zone™, “Royal Promenades” (boulevards with shopping, dining and entertainment venues), ice skating rinks, bungee jumping trampolines and rock climbing walls.
Most recently, in October 2009 and October 2010,During 2011 Royal Caribbean International took deliveryinitiated a vessel revitalization program in order to incorporate some of the sistermost popular features of our newer shipsOasis of across the Seasfleet. Nine ships were revitalized under this program during 2011 andAllure of the Seas, respectively, which 2012 and an additional three ships are the largest and most innovative cruise ships in the industry. In addition,scheduled for revitalization during 2010, Royal Caribbean International introduced DreamWorks Animations® themed activities onboard certain ships and the first Starbucks® Coffee at sea onboardAllure of the Seas.2013.
Royal Caribbean International offers a variety of shore excursions at each port of call. We believe that the variety and quality of Royal Caribbean International’sInternational's product offerings represent excellent value to consumers, especially to couples and families traveling with children. Because of the brand’sbrand's extensive and innovative product offerings, we believe Royal Caribbean International is well positioned to attract new consumers to the cruise vacation industry and to continue to bring loyal repeat guests back for their next vacation.
Celebrity Cruises
We currently operate 1011 ships with an aggregate capacity of approximately 20,50024,800 berths under our Celebrity Cruises brand, offering cruise itineraries that range from two to 1718 nights. Celebrity Cruises offers a global cruise experience by providing a variety of cruise lengths and itineraries to marquee destinations throughout the world, including Alaska, Asia, Australia, Bermuda, Canada, the Caribbean,
Europe, Hawaii, New England, New Zealand, the Panama Canal, the US Pacific Coast and South America. Celebrity Cruises was the first major cruise line to operate a ship in the Galapagos Islands,Celebrity Xpedition, operating in this location since 2004.Celebrity Xpedition has 96 berths and provides this unique experience on seven day cruises that include pre-cruise tours in Ecuador.
Celebrity Cruises is positioned within the premium segment of the cruise vacation industry.
Celebrity Cruises’ reputation as an upscaleCruises delivers a modern luxury cruise vacation brandexperience that appeals to experienced cruisers, resulting in a strong base of loyal repeat guests. The brand also appeals to experienced vacationers who have not yet cruised who seek to explore destinations throughout the world and would enjoy the high quality, service-focused and modern luxury experience the brand offers.
Celebrity Cruises offers a global cruise experience by providing a variety of cruise lengths and itineraries to premium destinations throughout the world, including Alaska, Australia, Bermuda, the Caribbean, Europe, New Zealand, the Panama Canal and South America. Celebrity Cruises is also the only major cruise line to operate a ship in the Galapagos Islands,Celebrity Xpedition.Celebrity Xpedition has 96 berths and provides this unique experience on seven day cruises with pre-cruise tours in Ecuador.
Celebrity Cruises’Cruises' strategy is to deliver an intimate experience onboard upscale ships that offer luxurious accommodations, a high staff-to-guest ratio, fine dining, personalized service, extensive spa facilities, and unique onboard attractions. In addition, duringactivities and entertainment. The brand began a revitalization program for all four Millennium-class ships in 2010 in order to incorporate well received concepts from the Solstice-class ships. The revitalization program is expected to be completed in 2013 whenCelebrity Cruises introducedConstellation, the new Celebrity iLoungefinal Millennium-class vessel to be revitalized, will undergo a second revitalization to incorporate additional amenities and became an Authorized Apple Reseller of computers and other media devices onboard certain Celebrity Cruises ships.
Celebrity Cruises’ fleet, dining, service, and spa have been consistently recognized with numerous awards from consumer cruise travel polls, travel agents and travel industry publications.staterooms.
Azamara Club Cruises
We currently operate two ships with a totalan aggregate capacity of approximately 1,400 berths under our Azamara Club Cruises brand, offering cruise itineraries that range from four to 1718 nights. Azamara Club Cruises is designed to serve the up-market segment of the North American, U.K., GermanUnited Kingdom and Australian markets, whichmarkets. The up-market segment is generally characterized as incorporatingincorporates elements of the premium segment and the luxury segments.segment which is generally characterized by smaller ships, high standards of accommodation and service, higher prices and exotic itineraries to ports which are inaccessible to larger ships.
Azamara Club Cruises’Cruises' strategy is to deliver distinctive destinations,destination experiences, featuring unique itineraries with more overnightovernights and longer stays as well as specialtythorough tours allowing guests to truly experience the destination. Azamara Club Cruises’Cruises' focus is to attract experienced travelers who enjoy cruisingare looking for more in-depth destination experiences, and who seek a more intimate onboard experience and a high level of service. Azamara Club Cruises sails in Asia, Northern and Western & Northern Europe, the Mediterranean, South and Central America, the Panama Canal and the less-traveled islands of the Caribbean with more overnight and late-night stays in every region.
Azamara Club Cruises offers a wide arrayvariety of onboard services, amenities and activities, including gaming facilities, fine dining, spa and wellness, butler service for suites, as well as interactive entertainment venues. Starting in April 2010, Azamara Club Cruises also includes as part of the base price of the cruise certain complimentary onboard services, amenities and activities which are not normally included in the base price of other cruise lines. Some of these onboard services, amenities and activities consist of wine with lunch and dinner, bottled water, soda, premium coffees and teas, gratuities for housekeeping and dining/bar staff, self-service laundry and shuttle buses for certain ports.
Pullmantur
We currently operate fivethree ships with an aggregate capacity of approximately 7,6505,300 berths under our Pullmantur brand, offering seven-night cruise itineraries.itineraries that range from four to 12 nights. As previously announced,Monarch of the Seas will be redeployed from Royal Caribbean International to Pullmantur in April 2013.
Pullmantur serves the contemporary segment of the Spanish, cruise market and continues to expand into the Portuguese and Latin American cruise markets. Pullmantur also has land-based tour operations and owns a 49% interest in an air business that operates four Boeing 747 aircraftsaircraft in support of its cruise and tour operations.
Pullmantur’s Pullmantur's strategy is to attract cruise guests by providing a variety of cruising options and land-based travel packages. Pullmantur offers a range of cruise itineraries to the Baltic, Brazil, the Caribbean the Mediterranean, Mexico and Portugal.
Europe. Pullmantur offers a wide array of onboard activities and services to guests, including exercise facilities, swimming pools, beauty salons, gaming facilities, shopping, dining, certain complimentary beverages, and entertainment venues. Pullmantur’sPullmantur's tour operations sell land-based travel packages primarily to Spanish guests, including hotels and flights primarilymainly to Caribbean resorts, and land-based tour packages to Europe primarily aimed at Latin American guests. In addition, Pullmantur owns a travel agency network that offers a wide array of travel related products to guests in Spain.
CDF Croisières de France
We currently operate one ship,Bleu de France, with approximately 750 berths under our CDF Croisières de France brand, offering four to ten night cruise itineraries.currently operates the 1,350-berthHorizon. CDF Croisières de France is designed to serve the contemporary segment of the French cruise market by providing us with a brand custom-tailoredtailored for French cruise guests. In November 2010,Bleu de Francewas sold to an unrelated party. As part of the sale agreement, we charteredBleu de France from the buyer for a period of one year from the sale date in order to fulfill existing guest commitments. At the end of the charter period, Pullmantur will redeployHorizon to CDF Croisières de France and prior to its redeployment the ship will undergo renovations to incorporate signature brand elements.
CDF Croisières de France offers seasonal itineraries to the Mediterranean. CDF Croisières de France offersMediterranean and a variety of onboard services, amenities and activities, including entertainment venues, exercise and spa facilities, fine dining, and gaming facilities.
TUI Cruises
In 2008, we formed a joint venture with TUI AG, a European tourism and shipping company which owns 51% of TUI Travel. The joint venture operates TUI Cruises is designed to serve the contemporary and premium segments of the German cruise market by offering a custom-tailoredtailored product for German guests. All onboard activities, services, shore excursions and menu offerings are designed to suit the preferences of this target market. TUI Cruises operates one ship,two ships,Mein Schiff I andMein Schiff II, with a totalan aggregate capacity of approximately 1,8503,800 berths. As previously announced, we will be sellingCelebrity Mercury toIn addition, TUI Cruises to serve as its second ship. The sale is expected to close at the endhas two ships on order, each with a capacity of February 2011 and the ship will enter service with TUI Cruises2,500 berths, scheduled for delivery in the second quarter of 2011, under the nameMein Schiff 2, following an extensive refurbishment.2014 and second quarter of 2015, respectively. TUI Cruises is a joint venture owned 50% by us and 50% by TUI AG, a German tourism and shipping company that also owns 51% of TUI Travel, a British tourism company.
Industry
Cruising is considered a well established vacation sector in the North American market, a growing sector over the long-term in the European market and a developing but promising sector in several other emerging markets. Industry data indicates that a significant portion of cruise guests carried are first-time cruisers. We believe this could presentpresents an opportunity for long-term growth and a potential for increased profitability.
We estimate that the global cruise industry carried 18.720.8 million cruise passengersguests in 20102012 compared to 17.320.2 million cruise passengersguests carried in 2009.2011 and 18.8 million cruise guests carried in 2010. We estimate that the global cruise fleet was served by approximately 400,000432,000 berths on approximately 281282 ships byat the end of 2010.2012. There are approximately 2019 ships with an estimated 53,00065,000 berths that are expected to be placed in service in the global cruise market between 20112013 and 2014.2017, although it is also possible that ships could be taken out of service during these periods. The majority of cruise passengers in the cruise vacation industryguests have historically been sourced from North America and to a lesser extent, Europe.
North America
Although the The North American cruise market has historically experienced significant growth, thegrowth. The compound annual growth rate in cruise passengersguests for this market was approximately 0.9%4.5% from 20062008 to 2010. This more limited growth is attributable in large part to the recent international expansion within the cruise industry.2012. We estimate that North America was served by 136144 ships with approximately 190,000212,000 berths at the beginning of 20062008 and by 151146 ships with approximately 241,000258,000 berths byat the end of 2010.2012. There are approximately 1310 ships with an estimated 36,00040,000 berths that are expected to be placed in service in the North American cruise market between 20112013 and 2014.2017.
Europe
In Europe, cruising As compared to North America, the European cruise market represents a much smaller but even faster growing sector of the vacation industry; however, itindustry. It has experienced a compound annual growth rate in cruise passengersguests of approximately 12.4%7.6% from 20062008 to 2010 and we believe this2012. This market has significantrecently experienced a number of challenges as a result of the effects of the Costa Concordia incident and the continued instability in the European economic landscape. However, we continue to believe in the long term growth potential.potential of this market. We estimate that Europe was served by 100102 ships with approximately 94,000108,000 berths at the beginning of 20062008 and by 114117 ships with approximately 144,000156,000 berths byat the end of 2010.2012. There are approximately seven9 ships with an estimated 16,00025,000 berths that are expected to be placed in service in the European cruise market between 20112013 and 2014.2017.
The following table details the growth in the global, North American and European cruise markets in terms of cruise passengersguests and estimated weighted-average berths over the past five years:
Year | Global Cruise Guests(1) | Weighted-Average Supply of Berths Marketed Globally(1) | North American Cruise Guests(2) | Weighted-Average Supply of Berths Marketed in North America(1) | European Cruise Guests | Weighted-Average Supply of Berths Marketed in Europe(1) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2008 | 17,184,000 | 347,000 | 10,093,000 | 219,000 | 4,500,000 | 120,000 | |||||||||||||
2009 | 17,340,000 | 363,000 | 10,198,000 | 222,000 | 5,000,000 | 131,000 | |||||||||||||
2010 | 18,800,000 | 391,000 | 10,781,000 | 232,000 | 5,540,000 | 143,000 | |||||||||||||
2011 | 20,227,000 | 412,000 | 11,625,000 | 245,000 | 5,894,000 | 149,000 | |||||||||||||
2012 | 20,823,000 | 425,000 | 12,044,000 | 254,000 | 6,040,000 | 152,000 | |||||||||||||
Other Markets
In addition to expected industry growth in North America and Europe as discussed above, we expect the Asia/Pacific region to demonstrate an even higher growth rate in the near term, although it will continue to represent a relatively small sector compared to North America and Europe.
Year | Global Cruise Passengers(1) | Weighted- Average Supply of Berths Marketed Globally(1) | North American Cruise Passengers(2) | Weighted- Average Supply of Berths Marketed in North America(1) | European Cruise Passengers(3) | Weighted- Average Supply of Berths Marketed in Europe(1) | ||||||||||||||||||
2006 | 15,309,000 | 304,000 | 10,078,000 | 201,000 | 3,460,000 | 97,000 | ||||||||||||||||||
2007 | 16,586,000 | 327,000 | 10,247,000 | 212,000 | 4,080,000 | 105,000 | ||||||||||||||||||
2008 | 17,184,000 | 347,000 | 10,093,000 | 219,000 | 4,500,000 | 120,000 | ||||||||||||||||||
2009 | 17,340,000 | 363,000 | 10,198,000 | 222,000 | 5,000,000 | 131,000 | ||||||||||||||||||
2010 | 18,740,000 | 388,000 | 10,450,000 | 232,000 | 5,448,000 | 142,000 | ||||||||||||||||||
Competition
We compete with a number of cruise lines; however, ourlines. Our principal competitors are Carnival Corporation & plc, which owns, among others, Aida Cruises, Carnival Cruise Lines, Costa Cruises, Cunard Line, Holland America Line, Iberocruceros, P&O Cruises and Princess Cruises; Disney Cruise Line; MSC Cruises; Norwegian Cruise Line and Oceania Cruises. Cruise lines compete with other vacation alternatives such as land-based resort hotels and sightseeing destinations for consumers’consumers' leisure time. Demand for such activities is influenced by political and general economic conditions. Companies within the vacation market are dependent on consumer discretionary spending.
Operating Strategies
Our principal operating strategies are to:
increase
expandkey innovations across each brand, while prudently expanding our fleet with the new state-of-the-art cruise ships recently delivered and on order, while transferring key innovations to our existing fleet,
continue to expand and diversify our passenger mix,
protect the health, safety and security of our guests and employees and protect the environment in which our vessels and organization operate,
expectations in an innovative manner, while supporting our strategic focus on profitability, and
Enhance our revenues, manage our operating expendituresSafety, Environment and ensure adequate cash and liquidityHealth policies
We are committed to protecting the safety, environment and health of our guests, employees and others working on our behalf. We are also committed to protecting the marine environment in which our ships sail and the communities in which we operate by reducing/mitigating adverse environmental consequences and using resources efficiently. As part of this commitment, we have established a Safety, Environment and Health Department to oversee our maritime safety, global security, environmental stewardship and medical/public health activities. We also have a Maritime Advisory Board of experts as well as the Safety, Environment and Health (SEH) Committee of our Board of Directors which oversees these important areas. In addition, we publish an annual Stewardship Report on our performance in these important areas, which can be accessed on our brand websites.
Following the Costa Concordia incident in early 2012, we and other cruise lines performed reviews of safety and emergency response procedures to identify lessons learned and best practices to further protect the safety of our guests and crew. During this process, we held regular meetings with other cruise companies to propose new industry-wide policies that we believe will further drive our Company's and the industry's safety performance. A number of these policies have already been implemented and/or publicly announced by the Cruise Lines International Association as well as shared with international regulators.
Strengthen and support our human capital
We believe that our employees, both shipboard and shoreside, are a critical success factor for our business. We strive to identify, hire, develop, motivate, and retain the best employees, with backgrounds
and perspectives as diverse as our guest base. Attracting, engaging, and retaining key employees has been and will remain critical to our success.
We continue our focus on providing our employees with a competitive compensation structure, development and other personal and professional growth opportunities in order to strengthen and support our human capital. We also seek to select, develop and retain leaders to advance the enterprise now and in the future. To that end, we pay special attention to identifying high performing potential leaders and develop deep bench strength so these leaders can assume leadership roles throughout the organization. We strive to maintain a work environment that reinforces collaboration, motivation and innovation, and believe that maintaining our vibrant and distinctive culture is critical to the growth of our business.
Strengthen our consumer engagement
We place a strong focus on identifying the needs of our guests and creating product features that our customers value. We are focused on maximizing revenues, improving yieldstargeting high value guests by better understanding consumer data and strengtheninginsights and creating communication strategies that best resonate with our balance sheet while strategically managing the efficiency of our operating expenditures.target audiences.
We maximize revenuesinteract with customers across all touch points and yields throughseek to identify underlying needs for which guests are willing to pay a premium. We rely on various programs prior to, during and after a cruise vacation aimed at increasing our ticket prices, onboard revenues and occupancy. We are continually committedIn 2013, we will continue to improving our cost efficiencies and have implemented various cost-containmentstrategically invest in a number of potential revenue enhancing projects, including the implementation of new onboard revenue initiatives. In addition, to ensure adequate cash and liquidity, during the economic downturn, we discontinued our quarterly dividend commencing in the fourth quarter of 2008 and have tactically managed our capital expenditures. We believe these strategiesinitiatives will enhance our ability of achieving our overall goal of maximizing our return on invested capitalprovide opportunities for increased ticket and shareholder value.onboard revenues.
Brand Awareness and Market Penetration
We continue to increase the recognitionGlobal awareness and market penetration of our brands among consumers throughout the world. Royal Caribbean International and Celebrity Cruises are established global brands in the contemporary and premium segments of the vacation industry. Azamara Club Cruises is designed to serve the up-market cruise segment. Pullmantur is a widely recognized brand in the Spanish, Portuguese and Latin American contemporary cruise markets. CDF Croisières de France is targeted to serve the contemporary segment of the French cruise market.
We increase brand awareness and market penetration of our cruise brands in various ways, including by using communication strategies and marketing campaigns designed to emphasize the unique qualities of each brand and to broaden the awareness of the brand, especially among the brand target customer groups. Our marketing strategies include the use of traditional media, social media, brand websites and travel agencies. Our brands engage past and potential guests by collaborating with travel partners and through call centers, international offices and international representatives. In addition, Royal Caribbean International, brand through communication strategies designed to emphasize its high quality and excellent-value cruise vacations. Royal Caribbean International’s communication strategies, which include social media and networking channels, its websitewww.royalcaribbean.com and traditional media channels, target adults and families who are vacation enthusiasts interested in exploring new destinations and seeking new experiences. These strategies are also designed to attract first-time cruisers to the cruise vacation industry and to the Royal Caribbean International brand as well as past guests. In order to attract the experienced cruiser who is seeking new experiences as well as first-time cruisers, Royal Caribbean International provides multiple choices to guests through a wide array of itineraries, accommodations, dining options,
onboard activities and shore excursions. The hallmarks of the brand include friendly and engaging service, state-of-the-art ships, family programs, entertainment, health and fitness and energizing onboard and shoreside activities designed for guests of all ages.
We increase brand awareness and market penetration of our Celebrity Cruises brand through consumer and trade strategies designed to broaden the recognition of its high quality cruise vacations and drive loyalty and brand preference. We do so by emphasizing the four core pillars of the brand: well-appointed ships, personalized service, fine dining and engaging onboard activities. Celebrity Cruises’ communications target experienced cruisers as well as affluent vacationers who may have not yet cruised who seek upscale experiences and appreciate a high staff-to-guest ratio, luxurious accommodations, fine dining and spa services. CelebrityAzamara Club Cruises retainsretain repeat guests with exclusive benefits for its Captain’s Club members. Celebrity Cruises engages with past and potential guestsoffered through its websitewww.celebritycruises.com, and communicates with consumers through social media channels, as well as through a variety of traditional media channels.their respective loyalty programs.
We increase awareness and market penetration for Azamara Club Cruises with several marketing campaigns and through other channels. Azamara Club Cruises’ marketing mix includes extensive online marketing, print advertising in key travel magazines, trade advertising, as well as extensive collaboration with up-market travel agents in such areas as training and road shows. Azamara Club Cruises has developed relationships with key boutique agencies and luxury consortiums and works in collaboration with international offices and international representatives. The brand has also developed a microsite featuring a blog with the goal of establishing a solid and ongoing social media platform to further increase awareness, as well as providing internet activities to support the travel trade and customers.
We increase brand awareness and market penetration of our Pullmantur brand primarily through advertising campaigns targeted to Spanish and Portuguese-speaking guests in Spain, Portugal and Latin America. All customer-facing crewmembers speak Spanish and on certain itineraries Portuguese, and onboard activities, services, shore excursions and menu offerings are designed to suit the preferences of these target markets.
We continue to increase the awareness and market penetration of our CDF Croisières de France brand through trade education, public relations and direct communications, designed to target the contemporary segment of the French cruise market. CDF Croisières de France’s communications emphasizes that its cruise product is tailored specifically to French-speaking guests. All customer-facing crewmembers speak French, and the onboard activities and menu offerings are designed to suit their target guests’ preferences.
In addition, we also increase brand awareness across all of our brands through travel agencies who generate the majority of our bookings. We are committed to further developing and strengthening this very important distribution channel by facilitating theircontinuing to focus the travel agents on the unique qualities of each of our brands.
We sell and market our global brands, Royal Caribbean International, Celebrity Cruises and Azamara Club Cruises, to guests outside of North America through our offices in the United Kingdom, France, Germany, Norway, Italy, Spain, Singapore, China, Brazil, Australia and Mexico. We believe that having a local presence in these markets provides us with the ability to react more quickly to local market conditions and better understand our consumer base in each market. We further extend our geographic reach with a network of 36 independent international representatives located throughout the world covering 111 countries. Historically, our focus has been to primarily source guests for our global brands from North America. Over the last several years, we have continued to expand our focus on selling and marketing our cruise brands to guests in countries outside of North America through fleet innovation and by responding to the itinerary preferences and cultural characteristics of our international guests. In 2013, we will continue to focus on the development of key markets in Asia and we will focus on sourcing guests and adding capacity to the markets where we expect significant growth and profitability, such as China and Australia.
We are also focused on expanding our Pullmantur brand into Latin America, with particular emphasis in Brazil. We also look for opportunities to acquire or develop brands tailored to specific markets. TUI Cruises, our joint venture with TUI AG, is a cruise brand targeted at the cruise market in Germany. TUI Cruises complements our other tailored brands including Pullmantur and CDF Croisières de France.
Passenger ticket revenues generated by sales originating in countries outside of the United States were approximately 49% of total passenger ticket revenues in 2012 and 2011, and 45% in 2010. International guests have grown from approximately 1.3 million in 2008 to approximately 2.2 million in 2012.
Focus on cost efficiency, manage our operating expenditures and ensure adequate cash and liquidity
We are committed to our efforts to identify and implement cost containment initiatives, including a number of initiatives to reduce energy consumption and, by extension, fuel costs. These include the design of more fuel efficient ships as well as the implementation of more efficient hardware, including propulsion and cooling systems incorporating energy efficiencies. In addition, we are focused on maintaining a strong liquidity position, reducing our debt and improving our credit metrics. We are also continuing to pursue our long-term objective of returning our credit ratings to investment grade. We believe these strategies enhance our ability to achieve our overall goal of maximizing our return on invested capital and long-term shareholder value.
Fleet Development, Maintenancerevitalization, maintenance and Innovationexpansion
We place a strong focus on product innovation, which we seek to achieve by introducing new concepts on our new ships and continuously making improvements to our fleet. Several of these innovations have become signature elements of our brands, such as the "Royal Promenade" (a boulevard with shopping, dining and entertainment venues), ice skating rinks, rock climbing walls, miniature golf and full court basketball for the Royal Caribbean International brand, and the design of the ships, contemporary quality dining, spacious staterooms and suites with verandas, spa facilities and variety of bars and lounges for the Celebrity Cruises brand. In 2009 and 2010, Royal Caribbean International took delivery of sister ships,Oasis of the Seas andAllure of the Seas, which are the largest and most innovative cruise ships in the cruise industry. With the same focus on product innovation, Celebrity Cruises ordered a total of five Solstice-class ships, the last of which,Celebrity Reflection, was delivered in 2012. The Solstice-class ships incorporate many new and improved design features.
Our revitalization and maintenance programs enable us to incorporate our latest signature innovations 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. As part of these efforts:
We are also committed to building state-of-the-art ships, and currently our brands, including our 50% joint venture TUI Cruises, have signed agreements with a shipyard providing for the construction of twofive new state-of-the-art Solstice-class cruise shipsships. These consist of our recently ordered third Oasis-class ship which is scheduled to enter service in the thirdsecond quarter of 2011 and2016, two ships of a new generation of Royal Caribbean International cruise ships to be known as the Quantum-class which are scheduled to enter service in the fourth quarter of 2012.2014 and second quarter of 2015, respectively, and two ships of a new generation for TUI Cruises, which are scheduled to enter service in the second quarter of 2014 and second quarter of 2015, respectively. These additions are expected to result in an increase in our passenger capacity by approximately 5,85018,600 berths by December 31, 2012,2016, or approximately 6.3%18.9%, as compared to our capacity as of December 31, 2010.2012. We continuously evaluate opportunities to order new ships, purchase existing ships or sell ships in our current fleet.
The acquisition of our remaining Solstice-class ships along with our maintenance programs and revitalizations on our existing fleet allows us to incorporate our latest signature innovations, continue to attract new and repeat guests and expand into growing international markets and provides us with the flexibility to deploy our ships among our brand portfolio. Our Solstice and Oasis-class ships incorporate new innovations and allow us to capture cost savings through their scale and fuel efficiencies. The design of these ships allows for a greater percentage of staterooms with verandas and outside staterooms which provide for premium pricing.
In support of our maintenance programs, we own a 40% interest in a ship repair and maintenance facility, Grand BahamasBahama Shipyard Ltd., which is the largest cruise ship dry-dock repair facility in the world and is located in Freeport, Grand Bahamas.Bahama. We utilize this facility, among other ship repair facilities, for our regularly scheduled drydocks and certain emergency repairs as may be required. In addition, the facility serves unaffiliated cruise and cargo ships, oil and gas tankers, and offshore units.
In addition to our fleet development and maintenance, we place a strong focus on product innovation which we seek to achieve by introducing new concepts on our new ships and continuously making improvements to our existing fleet in a cost effective manner. In order to offer guests a wider range of activities and amenities and to ensure consistency across our fleets, we have revitalized some of our older ships to update and refresh their interiors and to incorporate signature brand elements. Renovations have included the addition of new balconies, dining and entertainment options, as well as refurbishments to staterooms and public areas.
Royal Caribbean International. Founded in 1968, Royal Caribbean International was the first cruise line to design ships for warm water year round cruises. Since then Royal Caribbean International has launched several classes of ships, each building upon the innovation of the previous class. Several of these innovations and recreational activities such as the “Royal Promenade” (a boulevard with shopping, dining and entertainment venues), ice and in-line skating rinks, rock climbing walls, miniature golf, full court basketball, enhanced staterooms and expanded dining venues have become signature elements of the brand.
In 2006, Royal Caribbean International took delivery of the 3,600-berthFreedom of the Seas, the first of three Freedom-class ships. The Freedom-class ships have some of the largest staterooms and balconies in the industry, flat screen televisions, cell phone services and other amenities. The launch of the Freedom-class ships also introduced several new experiences to cruising, including a surf simulator and an interactive water park called the H2O ZoneTM. Royal Caribbean International took delivery of a second Freedom-class ship,Liberty of the Seas, in April 2007 and the third Freedom-class ship,Independence of the Seas, in April 2008.
Building upon the innovations of the Freedom-class ships, Royal Caribbean International took delivery of the first Oasis-class ship,Oasis of the Seas in October 2009 and the second Oasis-class ship,Allure of the Seas, in October 2010. This new class of ships has approximately 5,400 berths. Each ship spans 16 decks and features 2,700 staterooms. These ships also allow for a greater percentage of staterooms with verandas and outside staterooms which provide for premium pricing. The Oasis-class ships have introduced several new experiences to cruising including the neighborhood concept. The neighborhood concept consists of seven distinct themed areas which include Central Park, featuring a park open to the sky, and Boardwalk, an outdoor family-friendly area featuring a handcrafted carousel and an amphitheater at sea known as AquaTheater. Additional features include an elevating bar, a zip line, a sloped-beach entry pool and a wide variety of specialty restaurants and dining options. The Oasis-class ships also offer new categories in onboard accommodations including bi-level, two bedroom/two bathroom suites and balcony staterooms facing some of the distinct neighborhoods.
In 2011, Royal Caribbean International will introduce some of the most popular features of the Oasis-class ships on certain Freedom-class and Radiance-class ships, including the addition of new specialty restaurants, a new lounge for Crown & Anchor Society loyalty program members, interactive flat-panel televisions in all staterooms and wireless internet throughout the ship. Additionally, there will be new balcony staterooms added, select stateroom enhancements and upgrades to public areas, including a refreshed casual dining area.
Celebrity Cruises.Celebrity Cruises was founded in 1990 and has introduced several classes of ships, each building on the brand’s primary strengths. The progression and innovation of these ships have elevated Celebrity Cruises’ position in the premium segment of the marketplace. Some of the brand’s signature elements include the innovative design of the ships, contemporary gourmet dining, spacious staterooms and suites with verandas, spa facilities, piano, champagne and martini bars and lounges. In addition, during 2010 Celebrity Cruises introduced the new Celebrity iLounge and became an Authorized Apple Reseller of computers and other media devices onboard certain Celebrity Cruises ships. The brand continuously improves its existing fleet to keep them current with the newest innovations. Most recently,Celebrity Constellation underwent a renovation of its onboard amenities and public areas. Several attributes of the new Solstice-class were added during this renovation. Between 2011 and 2012, other Celebrity Cruises ships will undergo similar renovations.
With a strong focus on product innovation, Celebrity Cruises ordered a total of five Solstice-class ships, three of which have been delivered as of December 31, 2010. The Solstice-class ships are a new wide-body construction class of ships with approximately 2,850 berths each and 3,000 berths in the case ofCelebrity Reflection. This new wide-body construction design provides for many intimate areas onboard the ship. The Solstice-class ships incorporate many new and improved design features including the industry’s first ever “Lawn Club”. The Lawn Club is over a half acre venue featuring live grass for guest enjoyment. Celebrity Cruises also introduced the “Hot Glass Show,” a fully functional glass blowing studio which operates at the Lawn Club. The Solstice-class ships are equipped with solar foils and solar panels, another industry first. Approximately 90% of the ships’ staterooms are outside and approximately 85% of the staterooms have verandas.Celebrity Solstice,Celebrity Equinox, andCelebrity Eclipse the first, second and third of the five Solstice-class ships were delivered in 2008, 2009 and 2010, respectively. The remaining two ships,Celebrity SilhouetteandCelebrity Reflection, are expected to enter service in the third quarter of 2011 and fourth quarter of 2012, respectively. As part of our continuous commitment to innovate our fleet, these two new ships will introduce features not included on other Solstice-class ships, including additional dining and rest venues at the Lawn Club.Celebrity Reflection will also offer new spa inspired suites and additional suite and stateroom accommodations as the result of the construction of an additional deck.
Azamara Club Cruises.In May 2007, Blue Dream was redeployed from Pullmantur to Azamara Club Cruises, and is sailing under the nameAzamara Journey. In September 2007, Blue Moon was also redeployed from Pullmantur to Azamara Club Cruises and is sailing under the nameAzamara Quest. Before redeployment to the Azamara Club Cruises brand, each ship underwent renovations including the upgrade of guest suites and staterooms, and the addition of two new specialty restaurants.
Pullmantur.Pullmantur was founded in 1971. We acquired Pullmantur in November 2006 and it currently operates five ships which range in size from approximately 1,000 to 2,300 berths for a total of 7,650 berths.
In May 2007,Zenith was redeployed from Celebrity Cruises to Pullmantur.Empress of the SeasandSovereign of the Seas were redeployed from Royal Caribbean International to Pullmantur in March 2008 and November 2008, respectively. Upon the return ofIsland Star in April 2009 from Island Cruises, the ship was redeployed to Pullmantur and sailed under the namePacific Dream from May 2009 to October 2010. Since then, the ship has been sailing under the nameHorizon. Before redeployment to Pullmantur, each ship underwent renovations to incorporate Pullmantur’s signature elements which include Spanish signage, logos and expanded disco areas.
CDF Croisières de France. In November 2010,Bleu de Francewas sold to an unrelated party. As part of the sale agreement, we charteredBleu de France from the buyer for a period of one year from the sale date in order to fulfill existing guest commitments. At the end of the charter period, Pullmantur will redeployHorizon to CDF Croisières de France.Horizon will undergo renovations, including the replacement of carpets, fabrics and furniture.
Markets and Itinerariesitineraries
In an effort to penetrate untapped markets, and diversify our customerconsumer base and respond to changing economic and geopolitical market conditions, we continue to seek opportunities to redeployoptimally deploy ships in our Royal Caribbean International, Celebrity Cruisesto new and Azamara Club Cruises brands to newstronger markets and itineraries throughout the world. The portability of our ships and our investment in infrastructure allows us to expand into new markets and helps us reduce our dependency on any one market by allowing us to create “home ports”"home ports" around the world. In addition, it allows us to readily deploy our ships to meet demand within our existing cruise markets.
Our ships offer a wide selection of itineraries that call on approximately 420 ports.455 ports in 95 countries, spanning all seven continents. We are focused on optimizingobtaining the best possible long-term shareholder returns by operating in established markets while growing our presence internationally.in developing markets. New ships allowcapacity allows us to expand into new markets and itineraries. Our brands have expanded their mix of itineraries while strengthening our ability to penetrate the Asian, Caribbean, European, and Latin American markets further. As we enter into new markets, we continuously evaluate their current and expected performance in order to enhance our revenues. In addition, in order to capitalize on the summer season in the Southern Hemisphere and mitigate the impact of the winter weather in the Northern Hemisphere, our brands have increased deployment to South AmericaAustralia and Australia.
We continue to focus on the acceleration of Royal Caribbean International’s,International's, Celebrity Cruises’Cruises' and Azamara Club Cruises’Cruises' strategic positioning as global cruise brands. In 2012, Royal Caribbean International has increasedcontinued its year-round deployment offeringsglobal expansion by seasonally adding a second ship in Asia and a third ship in Australia, adding new departure ports in Southern Europe in order to target guests in key source markets in the region and increasing capacity in Northern Europe. The brand also modified certain of its itineraries for 2011, including more drive-to2012 due to continuing geopolitical unrest in Northern Africa and locally sourced products for North American and international markets.Greece. In December 2010,2013,AllureMonarch of the Seas debuted from Fort Lauderdale joiningOasis of the Seas with both ships offering alternating Eastern and Western Caribbean voyages allowing guests to enjoy the opportunity to book back-to-back cruises.
In the summer of 2011, eleven of Royal Caribbean International’s ships will sail in Europe, making the brand an industry leader in European capacity during the summer season. Approximately 70% of the eleven ships will be dedicatedredeployed to the European market for guest sourcing. During the Northern Hemisphere’s winter,Pullmantur fleet and Royal Caribbean International will increasedecrease its European capacity by approximately 23% in Australia by redeploying a second ship.
Celebrity Cruises had a large portion oforder to mitigate its fleet in Europe in 2010.Celebrity Eclipse,exposure to the third vessel of the Solstice- class, debuteduncertain outlook in the second quarter of 2010 in Southampton for the summer season. This was the first time in the brand’s history that it had a dedicated product in the U.K.European market. The year 2010 also marked the return of Celebrity Cruises to Bermuda and the Northeast during the summer with seven night cruises onCelebrity Summit and the offering of year-roundRoyal Caribbean cruising onCelebrity Solstice.
The Solstice-class expansion has allowed the brand to broaden its mix of itineraries in 2011. This year will mark the debut ofCelebrity Silhouette, the fourth Solstice-class ship, which will debut in Europe and will provide sailings in the Northeast Caribbean in the winter. During the 2011 summer season, all four Solstice-class ships will be in Europe. During the winter, Celebrity Cruises will also return to Australia and will add incremental sailings to Hawaii.
In 2011, Azamara Club CruisesInternational will continue to offer more callsshort Bahamas
sailings, return to “boutique” portsyear-round southern Caribbean sailings and increase capacity in Asia and China with the repositioning of call, including Rouen, France, Paros, GreeceMariner of the Seas.
In October 2012, Celebrity Cruises introducedCelebrity Reflection, the fifth and many other boutique ports only accessible by smaller ships.final Solstice-class ship, which offers sailings in Europe and the Caribbean. The brand also continuesaddition ofCelebrity Reflection allows Celebrity Cruises to introduce a Solstice-class ship in Alaska and Australia/New Zealand, offer a British Isles/Northern European program, and an Asia program for 2013. The added product offerings in Europe result in a 12% capacity increase for 2013. Celebrity Cruises is expanding its focus on more overnight callsdestination by emphasizing exotic ports and longer stayscalling on new destinations in port. In 2011, Azamara Club Cruises’ deployment feature sailings in WesternAustralia and Northern Europe, Asia, the Mediterranean,New Zealand, Hawaii, the Panama Canal and Asia, with longer cruises in Southeast Asia, Indonesia, China and Japan.
In 2013, Azamara Club Cruises' voyages will be sailing to 184 ports in 60 countries around the less-traveled islandsglobe with more than 50% of its ports-of-call featuring late night stays or overnights, allowing guests to experience the Caribbean. In the winter,destination by day and by night. The Azamara will return toClub Cruises 2013 deployment features South America, adding new cruises toincluding Carnival in Rio de Janeiro, Antarctica, the Amazon.West Indies, British Isles and Western Europe, Scandinavia and the Baltics, Eastern & Western Mediterranean, as well as the Indian Ocean and Asia. Also, Pullmantur and CDF Croisières de France will continue to offer European itineraries on all ships.in the Caribbean, Europe and South America with particular emphasis in Brazil.
In an effort to secure desirable berthing facilities for our ships, and to provide new or enhanced cruise destinations for our guests, we actively assist or invest in the development or enhancement of certain port facilities and infrastructure, including mixed-use commercial properties, located in strategic ports of call. Generally, we collaborate with local, private or governmental entities by providing management and/or financial assistance and often enter into long-term port usage arrangements. Our participation in these efforts is generally accomplished via investments with the relevant government authority and/or various other strategic partners established to develop and/or operate the port facilities, by providing direct development and management expertise or in certain limited circumstances, by providing direct or indirect financial support. In exchange for our involvement, we generally secure preferential berthing rights for our ships. During 2009,
Enhance our technological capabilities
The need to develop and use innovative technology is increasingly important. To this end, technology is a pervasive part of virtually every business process we assisteduse in order to support our strategic focus and provide a quality experience to our customers before, during and after their cruise. Moreover, as the use of our various websites and social media platforms continue to increase along with the constructionincreasing use of technology onboard our ships by both our guests and crew, we continually need to upgrade our systems, infrastructure and technologies to facilitate this growth. To further our customer-centricity, during 2013, we intend to continue to improve our customer experiences online through the launch of a new port facility in Haiti which emerged undamaged from the January 2010 earthquake. The renovations allow Royal Caribbean International’s Freedom and Oasis-class ships to dock at the newly constructed pier without the need for tendering. The renovations also included an overhaul of the facilities and dining venues and a complete revamp of Labadee’s shoreside areas, including the construction of new bars, the replenishment of beach erosion, the construction of an alpine coaster and two new meeting areas which offer shopping, shows and cultural activities. We are also currently investing in the development of a new pier and port facilities at the Port of Falmouth, Jamaica,digital platform which will become operational in 2011. This will allow for the simultaneous berthinginclude among other improvements, revamped websites, new vacation packaging capabilities, support of one Oasismobile applications and one Freedom-class ship along with the addition of several new port and shoreside facilities.
Expansion and Diversification ofincreased bandwidth onboard our Passenger Mix
Passenger ticket revenues generated by sales originating in countries outside of the United States were approximately 45%, 46%, and 40% of total passenger ticket revenues in 2010, 2009 and 2008, respectively. International passengers have grown from approximately 586,000 in 2006 to approximately 1.8 million in 2010.
We sell and market our global brands, Royal Caribbean International, Celebrity Cruises and Azamara Club Cruises, to passengers outside of North America through our offices in the United Kingdom, Germany, Norway, Italy, Spain, Singapore, China, Brazil, Australia and Mexico. We believe that having a local presence in these markets provides us with the ability to react faster to local market conditions as well as better understand our customer base in each respective market. We further extend our geographic reach with a network of 41 independent international representatives located
throughout the world covering 60 countries. Historically, our focus has been to primarily source passengers for our global brands from North America. Over the last several years, we have and continue to expand our focus to sell and market our cruise brands to countries outside of North America through fleet innovation and by responding to the cultural characteristics of our global passengers.
We continue to look for opportunities to acquire or develop brands custom-tailored to specific markets. TUI Cruises, our joint venture with TUI AG, is a cruise brand targeted at the cruise market in Germany. TUI Cruises complements Pullmantur, which is targeted at passengers primarily in Spain, Portugal and Latin America and CDF Croisières de France, which is targeted at passengers primarily in France.
Health, Safety, Security and Environmental Policies
We are committed to protecting the health, safety and security ofships helping our guests employees and others working on our behalf. We areremain well-connected while at sea. Active engagement in social media channels is also committed to protecting the marine environment in which our vessels sail and the communities in which we operate by minimizing adverse environmental consequences and using resources efficiently. As part of this commitment, we established a unified internal department to oversee global security, maritime safety, medical and public health areas, and environmental stewardship. This organization is comprised of technical experts in each area focused on improving our prevention and response procedures. Our rapid and corporate wide approach to contagious disease challenges allows us to minimize the impact of any outbreaks on our ships and effectively use our medical and public health expertise to meet the health care needs of our guests and crew.
Technological Capabilities
Innovation in information technology and revenue management continues to be an integral part of our business strategy. Wemarketing strategy and a part of our broader consumer engagement strategy and relationship management platform.
To support our strategic focus on improving revenue yields, during 2012, we began to implement new capabilities to improve our revenue management systems and decision support processes in advance of our WAVE season (traditionally the first two months of the year where cruise lines experience disproportionately higher volume cruise sales). In 2013, we will continue to build on this new platform and introduce new price optimization tools and promotion management capabilities in our strategyreservations system.
As part of the Royal Caribbean International and Celebrity Cruises websites to include a simpler and more user friendly online booking process. We also introduced the new Celebrity iLounge, which features MacBook Pros®, iPods®, essential accessories and classes designed around iLife® applications and became an Authorized Apple Reseller of computers and other media devices onboard certain Celebrity Cruisesships.
We believerevitalization programs, we have someincorporated many of the most advanced revenue management capabilities intechnological innovations from the industry, which enables usOasis-class ships and Solstice-class ships, respectively, across our fleet. In addition, to make more advantageous decisions about pricing, inventory management and marketing actions even during periods of volatility and contracted booking windows. We are continuously workingposition ourselves for the future, we have embarked on several multi-year information technology strategic initiatives to improve our systems and tools through increased forecasting capabilities, ongoing improvements to our understanding of price/demand relationships, and greater automation of the decision processes. We believe these revenue management capabilities allow us to make more advantageous decisions to enhance revenue.
We alsoensure that we can continue to supportinnovate and respond to the ever increasing expectations of our international growth strategy with customized websites for international marketsguests in a scalable and localized support for our cruise programs in those markets. These international websites include online check-in in local languages as well as special offers and promotions.cost effective manner.
Travel Agency Supportagency support and Direct Businessdirect business
Travel agencies generatecontinue to be the majorityprimary source of bookingsticket sales for our ships. We believe in the value of this distribution channel and invest heavily in maintaining strong relationships with our travel agents.partners. To accomplish this goal, we seek to ensure that our commission rates and incentive structures remain competitive with our competitors. In addition, ourthe marketplace. We also provide brand dedicated sales teams focus on the unique qualities of each brand and provide support to the travel agency community. Our websiteCruisingpower.com continues to be an industry-leading website exclusive to the travel agency community. Royal Caribbean International continues to enhance its online training certification program, “University of Wow,” and Celebrity Cruises continues to promote “Five Star Academy,” its online travel agent partner learning suite. In addition, over the past several years, we have completed several key enhancements to simplify the online booking process via our CruiseMatch trade booking tool based on feedback fromrepresentatives who assist our travel agent partners.
In 2010, we introducedpartners through a new virtual tradeshow platform, providing travel agents the opportunity to attend a Royal Caribbean International, Celebrity Cruises or Azamara Club Cruises tradeshow event by logging in from their own computer. These events consistnumber of online training sessions, online general sessions with key note speakers and online tradeshow booths all designed to educate, motivate and inform travel agents about our brands.
We haveplatforms, including trained customer service representatives, that are trained to assist travel agents in providing a higher level of service, andInsight, the first service tool of its kind in the industry, assists agencies with productivity and enhances customer service. We currently operate reservation call centers toand online training tools.
To support our travel agent community in the United States, Canada, France, Spain and the United Kingdomdirect sales initiatives, we have established a Consumer Outreach department which allow usallows consumers 24 hour access to provide flexible and extended hours of operations.
We also haveour certified vacation planners, group vacation planners and customer service agents in our call centers located throughout the world offering cruise planning expertiseworld. In addition, we maintain and personal attention toinvest in our guests. We maintain websites, thatincluding mobile applications and mobile websites, which allow guests to directly plan, and book a cruise and customize their reservations for Royal Caribbean International, Celebrity Cruises and Azamara Club Cruises.During 2010, we have placed a significant focus on building strong relationships with ourcruise, as well as encourage guests before, during and afterto book their cruise vacation with the objective of establishing customer engagement and continued loyalty. As part of this focus, we have established ongoing social media platforms to increase awareness for both repeat and new guests and we have emphasized marketing through our loyalty programs. As a result, we continue to experience an increase in the use of our internet sites and consumer outreach centers as a source of our overall bookings. Guests can also book theirnext cruise vacations onboard our ships.
Guest Services
We offer to handle virtually all travel aspects related to guest reservations and transportation, including arranging guest pre- and post-hotel stay arrangements and air transportation. We offer our guests the ability to check-in online in order to alleviate boarding time during embarkation. In 2010, our air/sea program introduced our new Choice Air web based tool which offers guests their choice of flights and the ability to customize flight arrangements by selecting a specific airline, flight and class of service. Choice Air can be accessed and utilized by both travel agents and guests.
The Royal Caribbean International, guestCelebrity Cruises and Azamara Club Cruises offer rewards to their guests through their loyalty program,programs, Crown & Anchor Society, Captain's Club and Le Club Voyage, respectively, to encourage repeat business. Crown & Anchor Society has over five7.2 million members worldwideworldwide. Captain's Club and includesLe Club Voyage have 2.0 million members combined worldwide. Members are typically eligible to enroll in these complimentary programs after one sailing and earn increasing membership status by accumulating cruise points or credits, depending on the brand, which may be redeemed on future sailings. Members are awarded points or credits in proportion to the number of cruise days and stateroom category. The loyalty programs provide certain tiers of membership benefits such as a secured dedicated section inwhich can be redeemed by guests after accumulating thewww.royalcaribbean.com internet site with special number of cruise offers and onboard amenities. In early 2011, Royal Caribbean International launched an enhanced Crown & Anchor Society loyalty member section on its website which included redesigned pages, images and content links outlining new loyalty program details, promotional offer presentations and video streaming.points or credits specified for each tier. In addition, upon achieving a certain level of cruise points or credits, members benefit from reciprocal membership benefits across all of our loyalty programs. Examples of the website will enablerewards available under our loyalty programs include, but are not limited to, priority ship embarkation, priority waitlist for shore excursions, complimentary laundry service, complimentary internet, booklets with onboard discount offers, upgraded bathroom amenities, private seating on the pool deck, ship tours and, in the case of our most loyal guests who have achieved the highest levels of cruise points or credits, complimentary cruises. We regularly work to select stateroom upgrades, onboard benefit preferences and manage their membership status and information. The Celebrity Cruises’ guestenhance each of our loyalty program, Captain’s Club has over one million members. Captain’s Club members enjoy exclusive members-only onboard programs by adding new features and amenities and are provided with a secured area on the Celebrity Cruises website, which communicates select products. The website was upgraded in 2010order to offer more interactive features and ways for Captain’s Club members to view and manage their membership information, including details about their sailing history and upcoming reservations.reward our repeat guests.
Operations
Cruise Ships and Itineraries
As of December 31, 2010, we2012, our brands, including our 50% joint venture TUI Cruises, operate 4041 ships under five cruise brands, with a selection of worldwide itineraries ranging from two to 18 nights that call on approximately 420455 destinations.Celebrity Silhouetteis expected to enter revenue service in the third quarter
The following table representspresents summary information concerning the ships we will operate in 2013 under our fivesix cruise brands, including our 50% joint venture TUI Cruises, and their geographic areas of operation based on 20112013 itineraries (subject to change).
Ship(1) | Year Ship Entered Service(2) | Approximate Berths | Primary Areas of Operation | |||||
|---|---|---|---|---|---|---|---|---|
Royal Caribbean International | ||||||||
Allure of the Seas | 2010 | 5,400 | Eastern/Western Caribbean | |||||
Oasis of the Seas | 2009 | 5,400 | Eastern/Western Caribbean | |||||
Independence of the Seas | 2008 | 3,600 | Europe, Eastern/Western Caribbean | |||||
Liberty of the Seas | 2007 | 3,600 | Europe, Short Caribbean | |||||
Freedom of the Seas | 2006 | 3,600 | Eastern/Western Caribbean | |||||
Jewel of the Seas | 2004 | 2,100 | Short Western Caribbean, South Caribbean | |||||
Mariner of the Seas | 2003 | 3,100 | Western Caribbean, Asia | |||||
Serenade of the Seas | 2003 | 2,100 | Western Caribbean, Europe, Middle East | |||||
Navigator of the Seas | 2002 | 3,100 | Western Caribbean, Europe | |||||
Brilliance of the Seas | 2002 | 2,100 | Europe, Western/Southern Caribbean, Canada | |||||
Adventure of the Seas | 2001 | 3,100 | Southern Caribbean, Europe | |||||
Radiance of the Seas | 2001 | 2,100 | Alaska, Australia/New Zealand/South Pacific | |||||
Explorer of the Seas | 2000 | 3,100 | Eastern/Southern Caribbean, Bermuda, Canada | |||||
Voyager of the Seas | 1999 | 3,100 | Asia, Australia/New Zealand | |||||
Vision of the Seas | 1998 | 2,000 | Europe, Southern/Eastern Caribbean, Panama Canal | |||||
Enchantment of the Seas | 1997 | 2,250 | Eastern/Western Caribbean, Bahamas | |||||
Rhapsody of the Seas | 1997 | 2,000 | Australia/New Zealand, Alaska | |||||
Grandeur of the Seas | 1996 | 1,950 | Southern/Eastern/Western Caribbean, Bermuda, Canada | |||||
Splendour of the Seas | 1996 | 1,800 | Europe, Brazil | |||||
Legend of the Seas | 1995 | 1,800 | Asia, Europe, Eastern/Southern Caribbean, Panama Canal | |||||
Majesty of the Seas | 1992 | 2,350 | Bahamas | |||||
Celebrity Cruises | ||||||||
Celebrity Reflection | 2012 | 3,000 | Europe, Eastern Caribbean | |||||
Celebrity Silhouette | 2011 | 2,850 | Europe, Eastern / Western Caribbean | |||||
Celebrity Eclipse | 2010 | 2,850 | Europe, Southern Caribbean | |||||
Celebrity Equinox | 2009 | 2,850 | Europe, Long Caribbean | |||||
Celebrity Solstice | 2008 | 2,850 | Alaska, Australia/New Zealand | |||||
Celebrity Constellation | 2002 | 2,050 | Short Caribbean, Europe | |||||
Celebrity Summit | 2001 | 2,150 | Southern Caribbean, Bermuda, Canada/New England | |||||
Celebrity Infinity | 2001 | 2,150 | Europe, Panama Canal, South America | |||||
Celebrity Millennium | 2000 | 2,150 | Alaska, Asia, Panama Canal | |||||
Celebrity Century | 1995 | 1,800 | Alaska, Hawaii, Panama Canal, Pacific Coastal | |||||
Celebrity Xpedition(3) | 2004 | 96 | Galapagos Islands | |||||
Ship(1) | Year Ship Entered Service(2) | Approximate Berths | Primary Areas of Operation | |||||
|---|---|---|---|---|---|---|---|---|
Azamara Club Cruises | ||||||||
Azamara Journey(4) | 2004 | 700 | Europe, Asia | |||||
Azamara Quest(5) | 2006 | 700 | Europe, South/Central America, Panama Canal | |||||
Pullmantur | ||||||||
Zenith | 1992 | 1,400 | Europe, Brazil | |||||
Empress | 1990 | 1,600 | Europe, Brazil | |||||
Sovereign | 1988 | 2,300 | Europe, Brazil | |||||
Monarch of the Seas(6) | 1991 | 2,350 | Southern Caribbean, South America | |||||
CDF Croisières de France | ||||||||
Horizon(7) | 1990 | 1,350 | Europe, Southern Caribbean | |||||
TUI Cruises(8) | ||||||||
Mein Schiff 1(9) | 2009 | 1,900 | Europe, Southern Caribbean | |||||
Mein Schiff 2(10) | 2011 | 1,900 | Europe, Middle East, Southern Caribbean | |||||
Total | 98,646 | |||||||
Ship | Year Ship Entered or Will Enter Service1 | Approximate Berths | Primary Areas of Operation | |||||||
Royal Caribbean International | ||||||||||
Allure of the Seas | 2010 | 5,400 | Eastern/Western Caribbean | |||||||
Oasis of the Seas | 2009 | 5,400 | Eastern/Western Caribbean | |||||||
Independence of the Seas | 2008 | 3,600 | Europe | |||||||
Liberty of the Seas | 2007 | 3,600 | Europe, Eastern/Western Caribbean | |||||||
Freedom of the Seas | 2006 | 3,600 | Eastern/Western Caribbean | |||||||
Jewel of the Seas | 2004 | 2,100 | Caribbean, Canada/New England, Europe | |||||||
Mariner of the Seas | 2003 | 3,100 | Western Caribbean, Europe, Brazil | |||||||
Serenade of the Seas | 2003 | 2,100 | Southern Caribbean | |||||||
Navigator of the Seas | 2002 | 3,100 | Western Caribbean, Europe | |||||||
Brilliance of the Seas | 2002 | 2,100 | Europe, Middle East | |||||||
Adventure of the Seas | 2001 | 3,100 | Southern Caribbean, Europe | |||||||
Radiance of the Seas | 2001 | 2,100 | Alaska, Australia, Caribbean | |||||||
Explorer of the Seas | 2000 | 3,100 | Eastern/Southern Caribbean, Bermuda, Canada/New England | |||||||
Voyager of the Seas | 1999 | 3,100 | Western Caribbean, Europe | |||||||
Vision of the Seas | 1998 | 2,000 | Europe, Brazil | |||||||
Enchantment of the Seas | 1997 | 2,250 | Eastern/Western Caribbean, Bermuda, Canada/New England | |||||||
Rhapsody of the Seas | 1997 | 2,000 | Australia/New Zealand, Alaska, Hawaii | |||||||
Grandeur of the Seas | 1996 | 1,950 | Europe, Southern Caribbean | |||||||
Splendour of the Seas | 1996 | 1,800 | Europe, Brazil | |||||||
Legend of the Seas | 1995 | 1,800 | Asia | |||||||
Majesty of the Seas | 1992 | 2,350 | Bahamas | |||||||
Monarch of the Seas | 1991 | 2,350 | Bahamas | |||||||
Celebrity Cruises | ||||||||||
Celebrity Silhouette | 2011 | 2,850 | Europe, Eastern / Southern Caribbean | |||||||
Celebrity Eclipse | 2010 | 2,850 | Europe, Caribbean | |||||||
Celebrity Equinox | 2009 | 2,850 | Europe, Caribbean | |||||||
Celebrity Solstice | 2008 | 2,850 | Europe, Caribbean | |||||||
Celebrity Constellation | 2002 | 2,050 | Caribbean, Europe, Panama Canal | |||||||
Celebrity Summit | 2001 | 2,050 | Southern Caribbean, Bermuda, Canada/New England | |||||||
Celebrity Infinity | 2001 | 2,050 | Alaska, Panama Canal, South America | |||||||
Celebrity Millennium | 2000 | 2,050 | Caribbean, Panama Canal, Alaska | |||||||
Celebrity Mercury | 1997 | 1,850 | Eastern Caribbean | |||||||
Celebrity Century | 1995 | 1,800 | Western Caribbean, Europe, Alaska, Hawaii, Australia/New Zealand | |||||||
Celebrity Xpedition2 Azamara Club Cruises Azamara Journey3 Azamara Quest4 Pullmantur Ocean Dream5 Zenith Empress Sovereign Horizon6 CDF Croisières de France Bleu de France7 Total 2004 96 Galapagos Islands 2004 700 Europe, Caribbean, Panama Canal, South America 2006 700 Europe, Asia 2008 1,000 Southern Caribbean, Mexico 1992 1,400 Mediterranean, Brazil 1990 1,600 Europe, Brazil 1988 2,300 Western Mediterranean, Brazil 1990 1,350 Mexico, Europe 2005 750 Europe 95,146
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WeOur brands, including our 50% joint venture TUI Cruises, have two Solstice-classfive ships on order. Two ships on order for Celebrity Cruises. These ships are being built in Germany by Meyer Werft GmbH.GmbH, two are being built in Finland by STX Finland and one will be built in France by STX France. The expected dates thesethat our ships on order will enter service and their planned number ofapproximate berths are as follows:
Ship | Expected to Enter Service | Approximate Berths | ||||||
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Quantum-class: | ||||||||
Quantum of the Seas | 4th Quarter 2014 | 4,100 | ||||||
Anthem of the Seas | 2nd Quarter 2015 | 4,100 | ||||||
Oasis-class(1): | ||||||||
Unnamed | 2nd Quarter 2016 | 5,400 | ||||||
TUI Cruises— | ||||||||
Mein Schiff 3 | 2nd Quarter 2014 | 2,500 | ||||||
Mein Schiff 4 | 2nd Quarter 2015 | 2,500 | ||||||
Total Berths | 18,600 | |||||||
Seasonality
Our revenues are seasonal based on the demand for cruises. Demand is strongest for cruises during the Northern Hemisphere’sHemisphere's summer months and holidays. In order to mitigate the impact of the winter weather in the Northern Hemisphere and to capitalize on the summer season in the Southern Hemisphere, our brands have increased deployment to South America and Australia during the Northern Hemisphere winter months.
Passengers and Capacity
Selected statistical information is shown in the following table (see Description of Certain Line Items and Selected Operational and Financial Metrics under Item 7.Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations, for definitions). (Amounts include Pullmantur effective January 1, 2007):
| Year Ended December 31, | ||||||||||||||||||||
| 2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
Passengers Carried | 4,585,920 | 3,970,278 | 4,017,554 | 3,905,384 | 3,600,807 | |||||||||||||||
Passenger Cruise Days | 32,251,217 | 28,503,046 | 27,657,578 | 26,594,515 | 23,849,606 | |||||||||||||||
Available Passenger Cruise Days (APCD) | 30,911,073 | 27,821,224 | 26,463,637 | 25,155,768 | 22,392,478 | |||||||||||||||
Occupancy | 104.3 | % | 102.5 | % | 104.5 | % | 105.7 | % | 106.5 | % | ||||||||||
| | Year Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | 2012 | 2011 | 2010 | 2009 | 2008 | |||||||||||
Passengers Carried | 4,852,079 | 4,850,010 | 4,585,920 | 3,970,278 | 4,017,554 | |||||||||||
Passenger Cruise Days | 35,197,783 | 34,818,335 | 32,251,217 | 28,503,046 | 27,657,578 | |||||||||||
Available Passenger Cruise Days (APCD) | 33,705,584 | 33,235,508 | 30,911,073 | 27,821,224 | 26,463,637 | |||||||||||
Occupancy | 104.4 | % | 104.8 | % | 104.3 | % | 102.5 | % | 104.5 | % | ||||||
Cruise Pricing
Our cruise ticket prices include accommodations and a wide variety of activities and amenities, including meals and entertainment. Prices vary depending on the destination, cruise length, stateroom category selected and the time of year the cruise takes place. Although we grant credit terms to certain travel agencies and tour operators in select markets outside of the United States, our payment terms generally require an upfront deposit to confirm a reservation, with the balance due prior to the sailing. During the selling period of a cruise, we continually monitor and adjust our cruise ticket prices for available guest staterooms based on demand, with the objective of maximizing net yields. In 2013, we plan to use new optimization tools to set pricing and leverage enhancements for the web and our reservation systems. Historically, we have opened cruises for sale at least one year in advance and often as much as two years in advance. Additionally, we offer air transportation as a service for guests that elect to utilize our transportation program. Our air transportation program is available in major cities around the world and prices vary by gateway and destination. Generally, air tickets are sold to guests at prices close to cost. Passenger ticket revenues accounted for 72.7%, 71.4% and 72.4%approximately 73% of total revenues in 2010, 20092012, 2011 and 2008, respectively.2010.
From time to time, we have introduced temporary fuel supplements to partially offset a portion of fuel costs, which result in an additional fee being charged to the guests. While none of our brands are currently charging fuel supplements, we reserve the right to reinstate our fuel supplements infor one or more of our brands and will continue to monitor our markets and review our position based upon the appropriate facts and circumstances.
Onboard Activities and Other Revenues
Our cruise brands offer modern fleets with a wide array of onboard services, amenities and activities which vary by brand and ship including swimming pools, sun decks, lawn decks, spa facilities (which include massage and exercise facilities), beauty salons, bungee jumping trampolines, boxing rings, gaming facilities, lounges, bars, a wide variety of dining options and venues, Las Vegas-style entertainment, hot glass shows, retail shopping, libraries, dedicated recreational areas for youth of all ages, cinemas, conference centers, internet services & cafes and shore excursions at each port of call.ship. While many onboard activities are included in the base price of a cruise, we realize additional revenues from, among other things, gaming, the sale of alcoholic and other beverages, gift shop items, shore excursions, photography, spa/salon and fitness services, art auctions, catalogue gifts for guests and a wide variety of specialty restaurants and dining options. A flexible dining option, “My Time Dining” and “Celebrity Select Dining”, allows guests for Royal Caribbean International and Celebrity Cruises, respectively, to choose when they dine in the main dining room onboard, on a day-by-day basis, which includes the industry’s first pre-cruise day-by-day flexible dining reservation system. Royal Caribbean International, Celebrity Cruises and Azamara Club Cruises offer enhanced functionality on their respective internet sites for selecting shore excursions, specialty dining and amenities including spa appointments and beverage packages for Royal Caribbean International and Celebrity Cruises prior to embarkation. Royal Caribbean International and Celebrity Cruises also offer a catalogue gift service, which is now offered via the internet to provide travel agents and others the opportunity to purchase gifts for guests.
In conjunction with our cruise vacations, we offer pre- and post-cruise hotel packages to our Royal Caribbean International, Celebrity Cruises and Azamara Club Cruises guests. We also offer these guests escorted, premium land-tour vacation packages in Alaska, Asia, Australia, the Canadian Rockies, Europe, New Zealand and Latin America
through our cruise-tour operations, Royal Celebrity Tours. Pullmantur also offers land-based travel packages to Spanish and European vacation travelers including hotels and flights to Caribbean resorts and sells land based tour packages to Europe aimed at Latin American guests. Pullmantur also owns a 49% interest in an air business that operates four Boeing 747 aircraft in support of its cruise and tour operations. In addition, we sell cruise vacation protection coverage, which provides guests with coverage for trip cancellation, medical protection and baggage protection. We expect to offer these programs more globally in 2013. Onboard and other revenues accounted for 27.3%, 28.6% and 27.6%approximately 27% of total revenues in 2010, 20092012, 2011 and 2008, respectively.2010.
Segment Reporting
We operate five wholly-owned cruise brands, Royal Caribbean International, Celebrity Cruises, Pullmantur, Azamara Club Cruises, Pullmantur and CDF Croisières de France. TheIn addition, we have a 50% investment in a joint venture with TUI AG which operates the brand TUI Cruises. We believe our global brands possess the versatility to enter multiple cruise market segments within the cruise vacation industry. Although each of our brands has its own marketing style as well as ships and crews of various sizes, the nature of the products sold and services delivered by our brands share a common base (i.e. the sale and provision of cruise vacations). Our brands also have similar itineraries as well as
similar cost and revenue components. In addition, our brands source passengers from similar markets around the world and operate in similar economic environments with a significant degree of commercial overlap. As a result, our brands (including TUI Cruises) have been aggregated as a single reportable segment based on the similarity of their economic characteristics, types of customers,consumers, regulatory environment, maintenance requirements, supporting systems and processes as well as products and services provided. Our Chairman and Chief Executive Officer has been identified as the chief operating decision-maker and all significant operating decisions including the allocation of resources are based upon the analyses of the Company as one segment.(For financial information see Item 8.Financial Statements and Supplementary Data.)
Employees
As of December 31, 2010,2012, we employed approximately 5,20062,000 employees, including 55,000 shipboard employees as well as 6,200 full-time and 850750 part-time employees worldwide in our shoreside operations. We also employed approximately 52,000 shipboard employees. As of December 31, 2010,2012, approximately 80% of our shipboard employees were covered by collective bargaining agreements. Based on employee survey results, we believe our employees’employees' satisfaction level with our organization is strong.
Insurance
We maintain insurance on the hull and machinery of our ships, which includes additional coverage for disbursements, earnings and increased value, which are maintained in amounts related to the value of each ship. The coverage for each of the hull policies is maintained with syndicates of insurance underwriters from the British, Scandinavian, French, United States and other international insurance markets.
We maintain liability protection and indemnity insurance for each of our ships through either the United Kingdom Mutual Steam Ship Assurance Association (Bermuda) Limited, the Steamship Mutual Underwriting Association (Bermuda) Limited or the Assuranceforeningen SKULD (Gjensidig). Our protection and indemnity liability insurance is done on a mutual basis and we are subject to additional premium calls in amounts based on claim records of all members of the mutual protection and indemnity association. We are also subject to additional premium calls based on investment shortfalls experienced by the insurer.
We maintain war risk insurance which covers damage due to acts of war, including terrorist risk insurance,invasion, insurrection, terrorism, rebellion, piracy and hijacking, on each ship, through a Norwegian war risk insurance organization. This coverage includes coverage for physical damage to the ship which is not covered under the hull policies as a result of war exclusion clauses in such hull policies. We also maintain protection and indemnity war risk coverage for risks that would be excluded by the rules of the indemnity insurance organizations, subject to certain limitations. Consistent with most marine war risk policies, under the terms of our war risk insurance coverage, underwriters can give seven days notice to us that the policy will be canceled and reinstated at higher premium rates.
Insurance coverage for shoreside property, shipboard inventory, and general liability risks are maintained with insurance underwriters in the United States and the United Kingdom.
We do not carry business interruption insurance for our ships based on our evaluation of the risks involved and protective measures already in place, as compared to the cost of insurance. We carry business interruption insurance for certain of our shoreside operations.
All insurance coverage is subject to certain limitations, exclusions and deductible levels. In addition, in certain circumstances, we either self-insure or co-insure a portion of these risks. Premiums charged by insurance carriers, including carriers in the maritime insurance industry, increase or decrease from time to time and tend to be cyclical in nature. These cycles are impacted both by our
own loss experience and by losses incurred in direct and reinsurance markets. We historically have
been able to obtain insurance coverage in amounts and at premiums we have deemed to be commercially acceptable. No assurance can be given that affordable and secure insurance markets will be available to us in the future, particularly for war risk insurance.
The Athens Convention relating to the Carriage of Passengers and their Luggage by Sea (1974) and the 1976 Protocol to the Athens Convention are generally applicable to passenger ships. The United States has not ratified the Athens Convention; however, with limited exceptions, the 1976 Athens Convention Protocol may be contractually enforced with respect to those of our cruises that do not call at a United States port. The International Maritime Organization Diplomatic Conference agreed upon a new Protocol to the Athens Convention on November 1, 2002. The 2002 Protocol, which is not yet in force pending ratification by the requisite number of countries, substantially increases the level of compulsory insurance which must be maintained by passenger ship operators. No assurance can be given asIn an attempt to if or whenexpedite implementation, the European Union adopted the European Union Regulation 392/2009 ("EU Passenger Liability Regulation") on the liability of carriers of passengers by sea, which became effective on December 31, 2012. This regulation incorporates the 2002 Protocol will come into force. If in force, no assurance can be given that affordable and secure insurance markets will be available to providemany ways. Compliance with the level of coverage required under the 2002 Protocol.EU Passenger Liability Regulation does not have a material impact on operating costs.
Trademarks
We own a number of registered trademarks related to the Royal Caribbean International, Celebrity Cruises, Azamara Club Cruises, Pullmantur and CDF Croisières de France cruise brands. The registered trademarks include the name “Royal Caribbean”"Royal Caribbean International" and its crown and anchor logo, the name “Celebrity Cruises”"Celebrity Cruises" and its “X”"X" logo, the name “Azamara"Azamara Club Cruises”Cruises" and its logo, the names “Pullmantur Cruises”"Pullmantur Cruises" and “Pullmantur”"Pullmantur" and their logos, the name “CDF"CDF Croisières de France”France" and its logo, and the names of various cruise ships. We believe our trademarks are widely recognized throughout the world and have considerable value.
Regulation
Our ships are regulated by various international, national, state and local laws, regulations and treaties in force in the jurisdictions in which they operate. In addition, our ships are registered in the Bahamas, Malta or in the case ofCelebrity Xpedition, Ecuador.Ecuador (collectively, the "Flag States"). Each ship is subject to regulations issued by its country of registry, including regulations issued pursuant to international treaties governing the safety of our ships, guests and crew as well as environmental protection. Each country of registry conducts periodic inspections to verify compliance with these regulations as discussed more fully below. Ships operating out of United States ports are subject to inspection by the United States Coast Guard for compliance with international treaties and by the United States Public Health Service for sanitary and health conditions. Our ships are also subject to similar inspections pursuant to the laws and regulations of various other countries our ships visit.
We believe that we are in material compliance with all the regulations applicable to our ships and that we have all licenses necessary to conduct our business. Health, safety, security, environmental and financial responsibility issues are, and we believe will continue to be, an area of focus by the relevant government authorities in the United States and internationally. From time to time, various regulatory and legislative changes may be proposed that could impact our operations and subject us to increasing compliance costs in the future.
Safety and Security Regulations
Our ships are required to comply with international safety standards defined in the International Convention for Safety of Life at Sea (“SOLAS”("SOLAS"), which among other things, establishes requirements
for ship design, structural features, materials, construction, life saving equipment and safe management and operation of ships to ensure guest and crew safety. The SOLAS standards are revised from time to time and the most recent modifications were phased in through 2010. Compliance with these modified standards did not a have a material effect on our operating costs. SOLAS incorporates the International Safety Management Code (“("ISM Code”Code"), which provides an international standard for the safe management and operation of ships and for pollution prevention. The ISM Code is mandatory for all vessels, including passenger vessel operators. All of our operations and ships are regularly audited by national authorities and maintain the required certificates of compliance with the ISM Code.
In July 2010, It is possible that the U.S. adoptedCosta Concordia incident could lead to new safety legislation and/or regulations. Although it is too early to assess the Cruise Vessel Securityimpact of any such legislation or regulation, we already equal or exceed most of the new safety measures under discussion and, Safety Act of 2010, which applies to passenger vessels which embark or include port stops within the United States. This act requires the implementation of certain safety design features as well the establishment of practices for the reporting of and dealing with allegations of crime. Weaccordingly, do not expect that we would be required to incur additional material compliance with these provisions will require any material expenditures or materially increase our operating costs.
Security Regulations
Our ships are subject to various security requirements, including the International Ship and Port Facility Security Code (“("ISPS Code”Code"), which is part of SOLAS, and the U.S. Maritime Transportation Security Act of 2002 (“MTSA”("MTSA"), which applies to ships that operate in U.S. ports. In order to satisfy these security requirements, we implement security measures, conduct vessel security assessments, and develop security plans. The security plans for all of our ships have been submitted to and approved by the respective countries of registry for our ships in compliance with the ISPS Code and the MTSA.
In July 2010, the U.S. adopted the Cruise Vessel Security and Safety Act of 2010, which applies to passenger vessels which embark or include port stops within the United States. This act requires the implementation of certain safety design features as well the establishment of practices for the reporting of and dealing with allegations of crime. In 2013, the U.S. Coast Guard is expected to issue regulations governing implementation of certain provisions of the act. We already exceed most of the requirements of the act and do not expect any costs that would be material to us to be required due to these likely regulations.
Environmental Regulations
We are subject to various United States and international laws and regulations relating to environmental protection. Under such laws and regulations, we are prohibited from, among other things, discharging certain materials, such as petrochemicals and plastics, into the waterways. We have made, and will continue to make, capital and other expenditures to comply with environmental laws and regulations. From time to time, environmental and other regulators consider more stringent regulations, which may affect our operations and increase our compliance costs. We believe that the impact of cruise ships on the global environment will continue to be an area of focus by the relevant authorities throughout the world and, accordingly, will likelymay subject us to increasing compliance costs in the future.future, including the items described below.
Our ships are subject to the International Maritime Organization’s (“IMO”Organization's ("IMO") regulations under the International Convention for the Prevention of Pollution from Ships (the “MARPOL Regulations”"MARPOL Regulations"), which includes requirements designed to prevent and minimize pollution by oil, sewage, garbage and air emissions. We have obtained the relevant international compliance certificates relating to oil, sewage and air pollution prevention for all of our ships.
On January 1, 2010, a European Union directive regarding the use of low sulfur fuels for ships became effective. The directive places a 0.1% sulfur content limit on all marine fuels used by such ships while berthed or anchored in European Union ports. Compliance with this directive requires us to use distillate fuels such as marine gas oil. This has not had a material effect on our fuel and operating costs.
The MARPOL Regulations impose global limitations on the sulfur content of fuel used by ships operating worldwide, which are currentlyworldwide. Permitted sulfur content was reduced from 4.5% and are required to be reduced to 3.5% byon January 1, 2012. We doThis reduction has not expect that this required reduction will havehad a material effect on our fuel and operating costs. These regulations will also require the worldwide limitations on sulfur content of fuel to be reduced to 0.5% by January 1, 2020, subject to a feasibility review to be completed by IMO no later than 2018. If such a reduced limitation is implemented worldwide in 2020, our fuel costs could increase significantly.
In addition to the global limitations, the MARPOL Regulations also establish special Emission Control Areas (“ECAs”("ECAs") with stringent limitations on sulfur and nitrogen oxide emissions in these areas. As of July 1, 2010, ships operating in designated ECAs wereare required to reduce theiroperate on fuel with a sulfur content from 1.5% toof 1.0%. Under these regulations, ships operating in ECAs will be required to further reduce their fuel sulfur content to 0.1% beginning on January 1, 2015.
As of the date of this report, bothFebruary 2013, there are three established ECAs: the Baltic Sea, and the North Sea/English Channel have been established as ECAs. During 2010,and certain of the waters surrounding the North American coast. In addition, in July 2011, the IMO accepted and adopted the application by the United States France and Canada to designate as an ECA waters within 200 nautical miles of their east, west and gulf coasts, as applicable, as well as the Hawaiian Islands, but excluding certain areas within the Caribbean Basin such as the Bahamas, the Canadian Arctic, Western Alaska and the Aleutian Islands. This designation will be effective as of August 1, 2012. In addition, the United States has applied to designate the waters surrounding Puerto Rico and the US Virgin Islands as an ECA. This request was approved by the IMO at the Marine Environment Protection Committee in September 2010. If adopted, this ECA would likely come into effect during the summerdesignation will be effective as of 2013.January 2014.
As of the date hereof, the required sulfur content reductions in the existing ECAs has not had a material impact on our operations and we do not expect the initial required sulfur content reductions in either the United States and Canadian ECA or the proposed Puerto Rico/US Virgin Islands ECA will have a material effect on our fuel and operating costs. However, the additional reduction to 0.1% as of January 1, 2015 could significantlywill increase our fuel costs after this date baseddate. Based on 2013 itineraries and projected fuel consumption inside these ECAs, as well as current capacities, fuel prices itineraries and technologies. The cost impact from implementing progressively
lowertechnologies, we estimate that implementation of the 0.1% low sulfur content requirements after January 1, 2015 is not reasonably determinable given the length of time until such possible implementation and the applicability of manyrequirement in all four currently designated ECAs would increase our 2013 fuel costs by approximately $65.0 million to $70.0 million. These costs may be reduced by possible mitigating factors, such as decreases in fuel prices, changes in the future supply and demand for fuel, the development of emissions abatement technologies, including new engine designs or exhaust gas treatment systems, the acceptance of alternative compliance methods, the cost migration effects of equivalent compliance initiatives and new fuel conservation initiatives.
In July 2011, new MARPOL Regulations introduced mandatory measures to reduce greenhouse gas emissions. These include the utilization of an energy efficiency design index (EEDI) for new ships as well as the establishment of an energy efficient management plan for all ships. The EEDI is a performance-based mechanism that requires a certain minimum energy efficiency in new ships. These regulations became effective on January 1, 2013. We do not anticipate that compliance with these regulations will have a material effect on our operating costs.
We are required to obtain certificates from the United States Coast Guard relating to our ability to satisfy liability in cases of water pollution. Pursuant to United States Coast Guard regulations, we arrange through our insurers for the provision of guarantees aggregating $347.2$349.4 million as a condition to obtaining the required certificates. The cost of obtaining these guarantees does not have a material effect on our operating costs.
Labor Regulations
The International Labour Organization, an agency of the United Nations that develops worldwide employment standards, has adopted a new Consolidated Maritime Labour Convention (the “Convention”"Convention"). The Convention, which will be effective one year following ratification by at least 30 countries representing at least 33%starting in August 2013, reflects a broad range of the world gross tonnage, reflects standards and conditions to govern all aspects of crew management for ships in international commerce, including additional requirements not previously in effect relating to the health, safety, repatriation, entitlements and status of crewmembers not previouslyand crew recruitment practices. Each of our Flag States will be required to enact legislation prior to August 2013 that includes standards at least as stringent as those set forth in effect. The Convention is expected to be ratified sometime in 2011, in which case it would enter into force in 2012. Our expenses will likely increase following its effectiveness; however, the amountConvention. As of the increase isdate of this report, this legislation has not reasonably determinable pendingbeen finalized. Assuming that the enactment of legislation to implement new standards outlined inFlag States do not impose regulations that materially differ from the Convention byrequirements, we do no anticipate that our compliance costs will be material. There can be no assurances, however, that the enacting countries.Flag States will not seek to adopt additional requirements that could require us to incur unanticipated material expenses.
Consumer Financial Responsibility Regulations
We are required to obtain certificates from the United States Federal Maritime Commission relating to our ability to satisfy liability in cases of non-performance of obligations to guests, as well as casualty and personal injury. Pursuant to the United States Federal Maritime Commission regulations, we arrange through our insurers for the provision of guarantees aggregating $30.0in the amount of $15.0 million for each of our two U.S. ship-operating companies, Royal Caribbean Cruises Ltd. and Celebrity Cruises Inc. and a bond in the amount of $15.0 million for one of our U.K. ship operating companies, as a condition to obtaining the required certificates. In December 2009,February 2013, the United States Federal Maritime Commission issued an inquiry to solicit information concerning the benefits and burdens of the financial responsibility regulations which could result in enactment of revisionsapproved amendments to the regulationsperformance bond requirements that could significantlywill increase the amountrequired guarantees to $30.0 million per operator ($90.0 million in the aggregate) over a two-year phase-in period. Once phased-in, the guarantee requirements will be subject to additional consumer price index based adjustments. The new rules will become effective in the first quarter of 2014. We do not anticipate that compliance with the new rules will have a material effect on our bonds and accordingly increase our costs of compliance.costs.
We are also required by the United Kingdom, Norway, Finland, and other jurisdictionsthe Baltics to establish our financial responsibility for any liability resulting from the non-performance of our obligations to guests from these jurisdictions. In the United Kingdom we are currently required by the Association of British Travel Agents to provide performance bonds totaling approximately £30.5£32.1 million. The Norwegian Travel Guarantee Fund requires us to maintain performance bonds in varying amounts during the course of the year to cover our financial responsibility in Norway, Finland and the Baltics. These amounts ranged from $4.9 million to $18.8 million during 2012. We are also required to pay to the United Kingdom Civil Aviation Authority a non-refundable levy of £2.50 per guest where we arrange a flight as part of the cruise vacation.
Certain other jurisdictions also require that we establish financial responsibility to our guests resulting from the non-performance of our obligations; however, the related amounts do not have a material effect on our costs.
Regulations Regarding Protection of Disabled Persons
In 2010, the United States Department of Transportation issued regulations (the “New"New ADA Regulations”Regulations") addressing various issues applicable to passenger vessels under the American with Disabilities Act (the “ADA”"ADA"). Part I of the New ADA Regulations, which include required reservation policies for disabled guests and requirements for aids and services to disabled passengers, became effective starting in January 2011. We believe we are in compliance with Part I of the New ADA Regulations and did not need to make any material expenditures to comply. Part II, when issued, is expected to address physical accessibility standards. While we believe our vessels have been designed and outfitted to meet the needs of our disabled guests, we cannot at this time accurately predict whether we will be required to make material modifications or incur significant additional expenses in response to Part II of the New ADA Regulations.
Taxation of the Company
The following is a summary of our principal taxes, exemptions and special regimes. In addition to or instead of income taxation, virtually all jurisdictions where our ships call impose some tax or fee, or both, based on guest headcount, tonnage or some other measure.
We are primarily foreign corporations engaged in the owning and operating of passenger cruise ships in international transportation. During 2012, we also operated other businesses primarily consisting of the land-tour operation in Alaska and the Pullmantur land-tour and air business.
United States Federal Income TaxTaxation
The following is a discussion of the application of the United States federal and state income tax laws to us and our subsidiaries is based on the current provisions of the United States Internal Revenue Code, Treasury Department regulations, administrative rulings, court decisions and the relevant state tax laws, regulations, rulings and court decisions.decisions of the states where we have business operations. All of the foregoing is subject to change, and any such change could affect the accuracy of this discussion.
Application of Section 883 of the Internal Revenue Code
We and our subsidiary, Celebrity Cruises, Inc., the operator of Celebrity Cruises and Azamara Club Cruises, are foreign corporations engaged in a trade or business in the United States, and many of our ship-owning subsidiaries, are foreign corporations that, in many cases, depending upon the itineraries of their ships, receive income from sources within the United States. Additionally, our United Kingdom tonnage tax company, owned by us and Celebrity Cruises, Inc., is a ship-operating company classified as a partnership for United States federal income tax purposes that may earn United States source income. Under Section 883 of the Internal Revenue Code, certain foreign corporations are not subject to United States federal income or branch profits tax on United States source income derived from or incidental to the international operation of a ship or ships, including income from the leasing of such ships.
A foreign corporation will qualify for the benefits of Section 883 if, in relevant part: (1) the foreign country in which the foreign corporation is organized grants an equivalent exemption to corporations organized in the United States; and (2)(A) more than 50% of the value of the corporation’s capital stock is owned, directly or indirectly, by individuals who are residents of a foreign country that grants such an equivalent exemption to corporations organized in the United States, or (B) the stock of the corporation (or the direct or indirect corporate parent thereof) is “primarily"primarily and regularly traded on an established securities market”market" in the United States or another qualifying country such as Norway. In the opinion of our United States tax counsel, Drinker Biddle & Reath LLP, based on the representations and assumptions set forth in that opinion, we, Celebrity Cruises Inc. and our ship-owning subsidiaries qualify for the benefits of Section 883 because we and each of those subsidiaries are incorporated in Liberia or Malta, which are qualifying countries, and our common stock is primarily and regularly traded on an established securities market in the United States or Norway. If, in the future, (1) Liberia or Malta no longer qualifies as an equivalent exemption jurisdiction, and we do not reincorporate in a jurisdiction that does qualify for the exemption, or (2) we fail to qualify as a publicly traded corporation, we and all of our ship-owning or operating subsidiaries that rely on Section 883 for tax exemption on qualifying income would be subject to United States federal income tax on their United States source shipping income and income from activities incidental thereto.
We believe that most of our income and the income of our ship-owning subsidiaries is derived from or incidental to the international operation of a ship or ships and, therefore, is exempt from taxation under Section 883. In 2005, final regulations became effectiveAdditionally, income earned through a partnership will qualify as income derived from or incidental to the international operation of a ship or ships to the same extent as the income would so qualify if earned directly by the partners. Thus, we believe that United States source income derived from or incidental to the international operation of a ship or ships earned by the United Kingdom tonnage tax company will qualify for exemption under Section 883 which, among other things, narrowed somewhatto the scopesame extent as if it were earned directly by the owners of the United Kingdom tonnage tax company.
Regulations under Section 883 list activities that are not considered by the Internal Revenue Service to be incidental to the international operation of ships. The activities listed in the regulations as not being incidental to the international operation of ships include income fromincluding the sale of air and land transportation, shore excursions and pre- and post-cruise tours. To the extent theOur income from these activities that is earned from sources within the United States that income will be subject to United States taxation.
Under certain circumstances, changes in the identity, residence or holdings of our direct or indirect shareholders could cause our common stock not to be “regularly traded on an established securities market” within the meaning of the regulations under Section 883. To substantially reduce any such risk, in May 2000, our Articles of Incorporation were amended to prohibit any person, other than our two existing largest shareholders, from owning, directly or constructively as determined for purposes of Section 883(c)(3) of the Internal Revenue Code and the regulations promulgated under it, more than 4.9% of the relevant class or classes of our shares. Under Liberian law, this amendment may not be enforceable with respect to shares of common stock that were voted against the amendment or that were recorded as abstaining from the vote.
Also, it should be noted that Section 883 has been the subject of legislative modifications in past years that have had the effect of limiting its availability to certain taxpayers, and there can be no assurance that future legislation will not preclude us from obtaining the benefits of Section 883.
Taxation in the Absence of an Exemption under Section 883 of the Internal Revenue Code
If we, the operator of our vessels, Celebrity Cruises Inc., or our ship-owning subsidiaries were to fail to meet the requirements of Section 883 of the Internal Revenue Code, or if the provision was
repealed, then, as explained below, such companies would be subject to United States income taxation on a portion of their income derived from or incidental to the international operation of our ships.
Because we and Celebrity Cruises Inc. conduct a trade or business in the United States, we and Celebrity Cruises Inc. would be taxable at regular corporate rates on our separate company taxable income (i.e., without regard to the income of our ship-owning subsidiaries), from United States sources, which includes 100% of income, if any, from transportation that begins and ends in the United States (not including possessions of the United States), 50% of income from transportation that either begins or ends in the United States, and no income from transportation that neither begins nor ends in the United States. The legislative history of the transportation income source rules suggests that a cruise that begins and ends in a United States port, but that calls on more than one foreign port, will derive United States source income only from the first and last legs of such cruise. This conclusion is not free from doubt, however, because there are no regulations or other Internal Revenue Service interpretations of the above rules.sources. In addition, if any of our earnings and profits effectively connected with our United States trade or business were withdrawn, or were deemed to have been withdrawn, from our United States trade or business, those withdrawn amounts would be subject to a “branch profits”"branch profits" tax at the rate of 30%. The amount of such earnings and profits would be equal to the aforesaid United States source income, with certain generally minor adjustments, less income taxes. We and Celebrity Cruises Inc. would also be potentially subject to tax on portions of certain interest paid by us at rates of up to 30%.
If Section 883 were not available to our ship-owning subsidiaries, each such subsidiary would be subject to a special 4% tax on its United States source gross transportation income, if any, each year because it does not have a fixed place of business in the United States and its income is derived from the leasing of a ship. Such
Other United States Taxation
We and Celebrity Cruises, Inc. earn United States source gross transportation income may be determined under any reasonable method, including ratiosfrom activities not considered incidental to international shipping. The tax on such income is not material to our results of days traveling directlyoperation for all years presented.
State Taxation
We, Celebrity Cruises Inc. and certain of our subsidiaries are subject to or fromvarious United States ports to total days traveling, orstate income taxes which are generally imposed on each state's portion of the lessee’s United States source income subject to federal income taxes. Additionally, the state of Alaska subjects an allocated portion of the total income of companies doing business in Alaska and certain other affiliated companies to Alaska corporate state income taxes and also imposes a 33% tax on adjusted gross income from the ship (as determined under the source rules discussedonboard gambling activities conducted in the preceding paragraph, and subjectAlaska waters. This did not have a material impact to the assumptions and qualifications set forth therein) to the lessee’s total gross income from the ship.our results of operations for all years presented.
Maltese and Spanish Income Tax
Our Pullmantur ship owner-operator subsidiaries, which include the owner-operator of CDF Croisières de France's ship, qualify as licensed shipping organizations in Malta. No Maltese income tax is charged on the income derived from shipping activities of a licensed shipping organization. Instead, a licensed shipping organization is liable to pay a tonnage tax based on the net tonnage of the ship or ships registered under the relevant provisions of the Merchant Shipping Act. A company qualifies as a shipping organization if it engages in qualifying activities and it obtains a license from the Registrar-General to enable it to carry on such activities. Qualifying activities include, but are not limited to, the ownership, operation (under charter or otherwise), administration and management of a ship or ships registered as a Maltese ship in terms of the Merchant Shipping Act and the carrying on of all ancillary financial, security and commercial activities in connection therewith.
Our Maltese operations that do not qualify as licensed shipping organizations, which are not considered significant, remain subject to normal Maltese corporate income tax.
Pullmantur has sales and marketing functions, land-based tour operations and air business in Spain. These activities are subject to Spanish taxation. The tax from these operations is not considered significant to our operations.
United Kingdom Income Tax
TheBrilliance of the Seas is operated by a company that is strategically and commercially managed in the United Kingdom, We operate thirteen ships under companies which hashave elected to be subject to the United Kingdom tonnage tax regime (“("U.K. tonnage tax”tax"). Commencing in 2011, to facilitate our growth strategy, an additional eleven ships from our fleet will be operated by a newly created company that is strategically and commercially managed in the United Kingdom and will also elect to be subject to the U.K. tonnage tax regime.
Companies subject to U.K. tonnage tax pay a corporate tax on a notional profit determined with reference to the net tonnage of qualifying vessels. Normal United Kingdom corporate income tax is not chargeable on the relevant shipping profits of a qualifying U.K. tonnage tax company. The requirements for a company to qualify for the U.K. tonnage tax
regime include being subject to United Kingdom corporate income tax, operating qualifying ships, which are strategically and commercially managed in the United Kingdom, and fulfilling a seafarer training requirement. Failure to meet any of these requirements could cause us to lose the benefit of the tonnage tax regime which will have a material effect on our results of operations.
Relevant shipping profits include income from the operation of qualifying ships and from shipping related activities. Our United Kingdom income from non-shipping activities which do not qualify under the U.K. tonnage tax regime and which are not considered significant, remain subject to United Kingdom corporate income tax.
State TaxationBrazilian Income Tax
We, Celebrity Cruises Inc. Pullmantur and our U.K. tonnage tax company charters certain ships to Brazilian companies for operations in Brazil from November to May. Some of our subsidiariesthese charters are with unrelated third parties and others are with a Brazilian affiliate. The Brazilian affiliate's earnings are subject to various United States stateBrazilian taxation which is not considered significant. The charter payments made to the U.K. tonnage tax company and to Pullmantur are exempt from Brazilian income taxes which are generally imposed on each state’s portion of the United States source income subject to federal income taxes. Additionally, the state of Alaska subjects an allocated portion of the total income of companies doing business in Alaska and certain other affiliated companies to Alaska corporate state income taxes and also imposes a 33% tax on income from onboard gambling activities conducted in Alaska waters. This did not have a material impact to our results of operations for all years presented.under current Brazilian domestic law.
Other Taxation
We and certain of our subsidiaries are subject to income tax in the United States or other jurisdictions on income that does not qualify for exemption under Section 883 or tonnage tax regimes. The tax on such income was not material to our results of operations for all years presented. Our U.K. tonnage tax company is exempt from some taxation in certain jurisdictions where those companies have business operations under relevant United Kingdom tax treaties. CDF Croisières de France's operations within France are minimal and therefore, its French income taxes are minimal.
Website Access to Reports
We make available, free of charge, access to our Annual Reports, all quarterly and current reports and all amendments to those reports, as soon as reasonably practicable after such reports are electronically filed with or furnished to the Securities and Exchange Commission through our website atwww.rclinvestor.com. The information contained on our website is not a part of any of these reports and is not incorporated by reference herein.
Executive Officers of the Company
As of February 24, 2011,25, 2013, our executive officers are:
Name | Age | Position | |||
|---|---|---|---|---|---|
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| Chairman, Chief Executive Officer and Director | |||||
Adam M. Goldstein | 53 | President and Chief Executive Officer, Royal Caribbean International | |||
Michael W. Bayley | 54 | President and Chief Executive Officer, Celebrity Cruises | |||
Gonzalo Chico Barbier | 52 | President and Chief Executive Officer, Pullmantur | |||
Lawrence Pimentel | 61 | President and Chief Executive Officer, Azamara Club Cruises | |||
Brian J. Rice | 54 | ||||
Harri U. Kulovaara | 60 | Executive Vice President, Maritime | |||
Lisa Bauer-Rudzki | 49 | Executive Vice President, Global Sales & Marketing, Royal Caribbean International | |||
Lisa Lutoff-Perlo | 55 | Executive Vice President, Operations, Royal Caribbean International | |||
Richard D. Fain has served as a director since 1979 and as our Chairman and Chief Executive Officer since 1988. Mr. Fain has been involved in the shipping industry for over 3035 years.
Adam M. Goldstein has served as President of Royal Caribbean International since February 2005 and as its President and Chief Executive Officer since September 2007. Mr. Goldstein has been employed with Royal Caribbean since 1988 in a variety of positions, including Executive Vice President, Brand Operations of Royal Caribbean International, Senior Vice President, Total Guest Satisfaction and Senior Vice President, Marketing. Mr. Goldstein served as National Chair of the United States Travel Association (formerly, Travel Industry Association of America) in 2001.
Daniel J. Hanrahan Michael W. Bayley has served as President of Celebrity Cruises since February 2005 and as its President and Chief Executive Officer since September 2007. Mr. Hanrahan served as President and Chief Executive Officer of AzamaraCelebrity Cruises until July 2009. From 1999 until February 2005,since August 2012. Mr. HanrahanBayley has been employed by Royal Caribbean for over 30 years, having started as a Purser onboard one of the company's ships. He has served in a varietynumber of roles including, most recently, as Executive Vice President, Operations from February 2012 until August 2012. Other positions with the Royal CaribbeanMr. Bayley has held include Executive Vice President, International brand, includingfrom May 2010 until February 2012; Senior Vice President, SalesInternational from December 2007 to May 2010; Senior Vice President, Hotel Operations for Royal Caribbean International; and Marketing.Chairman and Managing Director of Island Cruises.
Gonzalo Chico Barbier has served as President and Chief Executive Officer of Pullmantur since June 2008. From 1995 to June 2008, Mr. Chico served as Executive President of TNT Spain, a division of TNT, a global distribution, logistics and international mail service company. From 1986 until 1995, Mr. Chico was employed in a variety of positions with Ford Motor Company in Spain and in the United Kingdom, including Pan-European Fleet Business Manager of Ford of Europe, Ltd.
Lawrence Pimentel has served as President and Chief Executive Officer of Azamara Club Cruises since July 2009. From 2001 until January 2009, Mr. Pimentel was President, Chief Executive Officer, Director and co-owner of SeaDream Yacht Club, a privately held luxury cruise line located in Miami, Florida with two yacht-style ships that sailed primarily in the Caribbean and Mediterranean. From April 1991 to February 2001, Mr. Pimentel was President and Chief Executive Officer of Carnival Corp.’s's Seabourn Cruise Line and from May 1998 to February 2001, he was President and Chief Executive Officer of Carnival Corp.’s's Cunard Line.
Brian J. Rice has served as Vice Chairman and Chief Financial Officer since September 2012. Mr. Rice previously served as Executive Vice President and Chief Financial Officer sincefrom November 2006.2006 through September 2012. Mr. Rice has been employed with Royal Caribbean since 1989 in a
variety of positions including Executive Vice President, Revenue Performance. In such capacity, Mr. Rice was responsible for revenue management, air/sea, groups, international operations, decision support, reservations and customer service for both Royal Caribbean International and Celebrity Cruises.
Harri U. Kulovaara has served as Executive Vice President, Maritime since January 2005. Mr. Kulovaara is responsible for fleet design and newbuild operations. Mr. Kulovaara also chairs our Maritime Safety Advisory Board. Mr. Kulovaara has been employed with Royal Caribbean since 1995 in a variety of positions, including Senior Vice President, Marine Operations, and Senior Vice President, Quality Assurance. Mr. Kulovaara is a naval architect and engineer.
Michael W. Bayley Lisa Bauer-Rudzki has served as Executive Vice President International since May 2010. In this capacity, he is responsible for the international sales, marketing and other international business operationsof Global Sales & Marketing for Royal Caribbean International Celebrity Cruises and Azamara Club Cruises. Mr. Bayleysince September 2012. Since joining the company in 2002, Mrs. Bauer-Rudzki has been employed byheld various key roles within Royal Caribbean for over 29 years,International, including, serving in a number of roles including, most recently, as Senior Vice President, International. During his tenure with us, Mr. Bayley has also servedGlobal Sales & Marketing from February 2012 to September 2012 and serving as Senior Vice President, Hotel Operations from November 2007 to February 2012. As Executive Vice President of Global Sales & Marketing, Ms. Bauer-Rudzki is responsible for Royal Caribbean International's worldwide marketing and revenue management as well as for the corporation's international sales and marketing offices.
Lisa Lutoff-Perlo has served as Executive Vice President, Operations for Royal Caribbean International where he oversaw worldwidesince September 2012 after serving as Senior Vice President, Operations for Royal Caribbean International from August 2012 to September 2012. Mrs. Lutoff-Perlo has been employed with the Company since 1985 in a variety of positions within both Celebrity Cruises and Royal Caribbean International. She started at Royal Caribbean International as District Sales Manager for New England and more recently, from August 2008 to August 2012, she was responsible for Celebrity Cruises' entire hotel operationsoperation. In her role as Executive Vice President of Operations, Ms. Lutoff-Perlo is responsible for all of Royal Caribbean International's hotel, marine and onboard revenue as well as Chairman and Managing Directorport operations.
Table of Island Cruises.Contents
The risk factors set forth below and elsewhere in this Annual Report on Form 10-K are important factors that could cause actual results to differ from expected or historical results. It is not possible to predict or identify all such risks. The risks described below are only those known risks relating to our operations and financial condition that we consider material. There may be additional risks that we consider not to be material, or which are not known, and any of these risks could have the effects set forth below.See Item 7. Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations for a cautionary note regarding forward-looking statements.
Adverse worldwide economic, geopolitical or other conditions could reduce the demand for cruises and adversely impact our operating results, cash flows and financial condition.condition including potentially impairing the value of our ships, goodwill and other assets.
The demand for cruises is affected by international, national and local economic and business conditions and is sensitive to reductions in discretionary consumer spending.geopolitical conditions. The recent severeslow pace of the economic downturnrecovery coupled with continued negative economic indicators, including high unemployment rates, the volatilityinstability in the price of fuelglobal economic landscape has had and declines in the securities, real estate and other markets, has hadcontinues to have an adverse effect on vacationers’vacationers' discretionary income and consumer confidence. This, in turn, has resulted in cruise booking slowdowns, decreased cruise prices and lower onboard revenues for us and for the others in the cruise industry.industry as compared to more robust economic times. Although the cruise industry begancontinued to recover in 2010,2012, recovery has been slow and has been hindered by ongoing economic instability, including the continuing European sovereign debt crisis and financial market volatility. In addition, certain countries have been more severely impacted by recent economic conditions than other economies including, for example, Spain where we operate our Pullmantur brand. We cannot
predict with any certainty whether demand for cruises will continue to improve or the rate of such improvement. Stagnant or worsening global economic conditions could result in a prolonged period of booking slowdowns, depressed cruise prices and reduced onboard revenues. This
Demand for our cruises is also influenced by geopolitical events. Unfavorable conditions, such as cross-border conflicts, civil unrest and governmental changes, especially in regions with popular ports of call, can undermine consumer demand and/or pricing for itineraries featuring these ports.
Continued unrest and economic instability could materially adversely impact our operating results, cash flows and financial condition including the impairment ofpotentially impairing the value of our ships, goodwill and other assets. During 2012, we recognized total impairment related charges of $413.9 million associated with our Pullmantur brand. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations." Despite the Pullmantur related impairment charges, if the Spanish economy weakens further or recovers more slowly than contemplated or if the economies of other markets (e.g. France, Brazil, Latin America) perform worse than contemplated in our discounted cash flow model, or if there are material changes to the projected future cash flows used in the impairment analyses, especially in Net Yields, an additional impairment charge of the Pullmantur reporting unit's goodwill and trademarks and trade names may be required.
We may not be able to obtain sufficient financing or capital for our needs or may not be able to do so on terms that are acceptable or consistent with our expectations.
To fund our capital expenditures and scheduled debt payments, we have historically relied on a combination of cash flows provided by operations, drawdowns under available credit facilities, the incurrence of additional indebtedness and the sale of equity or debt securities in private or public securities markets. The decrease in consumer cruise spending as a result of the recent severeCosta Concordia incident and the economic downturnuncertainty in Europe had an adverse impact on our cash flows from operations in 2012. See "—Adverse worldwide economic, geopolitical or other conditions...." and if"—Incidents or adverse publicity concerning the currentcruise vacation industry...." for more information. If
worldwide economic conditions worsen or there is another significant incident impacting the cruise industry, our operational cash flows could continue to be negatively affected. See “–Adverse worldwide economic conditions could reduce the demand for cruises and adversely impact our operating results, cash flows and financial condition.”
Although we believe we have or can access sufficient liquidity to fund our operations and obligations as expected, there can be no assurances to that effect. During 2013, we anticipate raising additional funds in the capital or credit markets as part of our refinancing strategy for our upcoming 2013 and 2014 maturities. Our ability to access additional funding as and when needed, our ability to timely refinance and/or replace our outstanding debt securities and credit facilities on acceptable terms and, our ability to access additionalcost of funding as may be needed, will depend upon continued and sustained improvements innumerous factors including but not limited to the vibrancy of the financial markets, as well as our financial resultsperformance and credit ratings and the performance of our industry in general. In addition, our ability to make draws under our revolving credit facilities is subject to the absenceSee"Item 7. Management's Discussion & Analysis of any material adverse changes in our business.Financial Condition and Results of Operations—Funding Needs and Sources" for more information.
Our inability to satisfy the covenants required by our credit facilities wouldcould adversely impact our liquidity.
Our debt agreements contain covenants, including covenants restricting our ability to take certain actions and financial covenants that require us to maintain minimum net worth and fixed charge coverage ratios and limit our net debt-to-capital ratio. Our ability to comply with the terms of our outstanding facilities may be affected by general economic conditions, industry conditions and other events, some of which may be beyond our control. In addition, our ability to make borrowings under our available credit facilities is subject to the absence of material adverse changes in our business. Our ability to maintain our credit facilities may also be impacted by changes in our ownership base. More specifically, we may be required to prepay a majority of our debt facilities if (i) any person other than A. Wilhelmsen AS. and Cruise Associates and their respective affiliates (the "Applicable Group") acquires ownership of more than 33% of our common stock and the Applicable Group owns less of our common stock than such person or (ii) subject to certain exceptions, during any 24-month period, a majority of the Board is no longer comprised of individuals who were members of the Board on the first day of such period. Certain of our outstanding debt securities also contain change of control provisions that would be triggered by the acquisition of greater than 50% of our common stock by a person other than a member of the Applicable Group coupled with a ratings downgrade.
Our failure to comply with the terms of our debt facilities could result in an event of default. Generally, if an event of default under any debt agreement occurs, then pursuant to cross default acceleration clauses, substantially all of our outstanding debt and derivative contract payables could become due and/or terminated. We cannot provide assurances that we would have sufficient liquidity to repay or refinance the borrowings under any of the credit facilities or settle ourother outstanding derivative contracts if such amounts were accelerated upon an event of default.
In addition, we haveunder several of our agreements with a number of credit card companies and processors that accept credit cards for the sale of cruises and other services. Under certain of these agreements,services, the credit card processor may hold back a reserve from our credit card receivables following the occurrence of certain events, including a default under our major credit facilities. As of December 31, 2010,2012, we were not required to maintain any reserve under such agreements.
Incidents or adverse publicity concerning the cruise vacation industry, unusual weather conditions and other natural disasters or disruptions could affect our reputation as well as impact our sales and results of operations.
The operation of cruise ships, airplanes, land tours, port facilities and shore excursions involves the risk of accidents, illnesses, environmental incidents and other incidents which may bring into question guest safety, health, security and vacation satisfaction which could negatively impact our reputation. Incidents involving cruise ships, and, in particular the safety and security of guests and crew, such as the Costa Concordia incident, media coverage thereof, as well as adverse media publicity concerning
the cruise vacation industry or unusual weather patterns or natural disasters or disruptions, such as hurricanes and earthquakes, and the collateral impact thereof could impact demand for our cruises. The considerable expansion in the use of social media over recent years has compounded the potential scope of the negative publicity that could be generated by those incidents. If circumstances wereany such incident occurs during a time of high seasonal demand, the effect could disproportionately impact our results of operations for the year. In addition, any events which impact the travel industry more generally may negatively impact our ability to occur that would allow a credit card processordeliver guests to require usour cruises and/or interrupt our ability to maintain a reserve,obtain services and goods from key vendors in our liquidity would be negatively impacted.supply chain. Any of the foregoing could have an adverse impact on our results of operations and on industry performance.
The impact of disruptions in the global financial markets may affect the ability of our counterparties and others to perform their obligations to us.
The recent severe economic downturn,financial crisis of 2008, including failures of financial service companies and the related liquidity crisis, disrupted the capital and credit markets.markets and additional economic concerns from some of the countries in the European Union continue to strain the financial markets both in the US and internationally. A recurrence of these disruptions could cause our counterparties and others to breach their obligations to us under our contracts with them. This could include failures of banks or other financial service companies to fund required borrowings under our loan agreements or to pay us amounts that may become due under our derivative contracts for hedging of fuel prices, interest rates and foreign currencies or other agreements. If thisany of the foregoing occurs it may have a negative impact on our cash flows, including our ability to meet our obligations, our results of operations and our financial condition.
TheAn increase in capacity resulting from delivery of newbuilds currently on order within the cruise industryworldwide or excess capacity in a particular market could further adversely impact the demand for cruises our cruise sales and/or cruise pricing.
Although our ships can be redeployed, cruise sales and/or pricing may be impacted both by the introduction of new ships into the marketplace and by deployment decisions of ourselves and our competitors. A total of 2019 new ships with approximately 65,000 berths are on order for delivery through 20142017 in the cruise industry, two of which are ours.industry. The further growth in capacity from these new ships and future orders, without an increase in the cruise industry’sindustry's share of the vacation market, could depress cruise prices and compoundimpede our ability to achieve yield improvement. In addition, to the extent that we or our competitors deploy ships to a particular itinerary and the resulting capacity in that region exceeds the demand, we may lower pricing and profitability may be lower than anticipated. Any of the foregoing could have an adverse impact on our results of operations, cash flows and financial condition including potentially impairing the value of our ships, goodwill and other assets.
If we are unable to appropriately balance our cost management strategy with our goal of satisfying guest expectations it may adversely impact our business success.
Our goals arecall for us to provide high quality products and deliver high quality services. There can be no assurances that we can successfully balance these goals with our cost containment strategy.efforts.
We may lose business to competitors throughout the vacation market.
We operate in the vacation market and cruising is one of many alternatives for people choosing a vacation. We therefore risk losing business not only to other cruise lines, but also to other vacation operators, which provide other leisure options including hotels, resorts and package holidays and tours.
We face significant competition from other cruise lines on the basis of cruise pricing, travel agent preference and also in terms of the nature of ships and services we offer to guests. Our principal competitors within the cruise vacation industry include Carnival Corporation & plc, which owns, among
others, Aida Cruises, Carnival Cruise Lines, Costa Cruises, Cunard Line, Holland America Line, Iberocruceros, P&O Cruises and Princess Cruises; Disney Cruise Line; MSC Cruises; Norwegian Cruise Line and Oceania Cruises.
In the event that we do not compete effectively with other vacation alternatives and cruise companies, our results of operations and financial position could be adversely affected.
Fears of terrorist and pirate attacks, war, and other hostilities and the spread of contagious diseases could have a negative impact on our results of operations.
Events such as terrorist and pirate attacks, war, and other hostilities and the resulting political instability, travel restrictions, the spread of contagious diseases and concerns over safety, health and security aspects of traveling or the fear of any of the foregoing have had, and could have in the future, a significant adverse impact on demand and pricing in the travel and vacation industry. These events could also impactAs we continue to globalize our abilityoperations, we become susceptible to source qualified crew from throughout the world at competitive costs and, therefore, increase our shipboard employee costs.a wider range of adverse events.
Incidents or adverse publicity concerning the cruise vacation industry, unusual weather conditions and other natural disasters or disruptionsFluctuations in foreign currency exchange rates could affect our reputation and harm our future sales and results of operations.financial results.
The operation We earn revenues, pay expenses, recognize assets and incur liabilities in currencies other than the U.S. dollar, including, among others, the British pound sterling, the Canadian dollar, the euro, the Australian dollar and the Brazilian real. In 2012, we derived approximately 49% of cruise ships involvesrevenues from operations outside the riskUnited States. Because our consolidated financial statements are presented in U.S. dollars, we must convert revenues, income and expenses, as well as assets and liabilities, into U.S. dollars at exchange rates in effect during or at the end of accidents, illnesseseach reporting period. Therefore, absent offsetting changes in other foreign currencies, increases or decreases in the value of the U.S. dollar against other major currencies will affect our revenues, operating income and other incidents which may bring into question guest safety, health, security and vacation satisfaction and create a perceptionthe value of balance sheet items denominated in foreign currencies. We use derivative financial instruments to mitigate our net balance sheet exposure to currency exchange rate fluctuations. However, there can be no assurances that cruising is more dangerous than other vacation alternatives. Incidents involving cruise ships, and,fluctuations in particularforeign currency exchange rates, particularly the strengthening of the U.S. dollar against major currencies, would not materially affect our cruise ships, adverse media publicity concerning the cruise vacation industry or unusual weather patterns or natural disasters or disruptions, such as hurricanes and earthquakes, could impact demand for our cruises.financial results.
In addition, any eventswe have ship construction contracts which impact the travel industry more generally may negatively impact our abilityare denominated in euros. While we have entered into euro-denominated forward contracts and collar options to deliver guests to our cruises and/or interrupt our ability to obtain services and goods from key vendors in our supply chain. Anymanage a portion of the foregoingcurrency risk associated with these ship construction contracts, we are exposed to fluctuations in the euro exchange rate for the portion of the ship construction contracts that has not been hedged. Additionally, if the shipyard is unable to perform under the related ship construction contract, any foreign currency hedges that were entered into to manage the currency risk would need to be terminated. Termination of these contracts could have an adverse impact on our results of operations and on future industry performance.result in a significant loss.
Environmental, labor, health and safety, financial responsibility and other maritime regulations could affect operations and increase operating costs.
The United States and various state and foreign government or regulatory agencies have enacted or are considering new environmental regulations or policies, such as requiring the use of low sulfur fuels, increasing fuel efficiency requirements, or further restricting emissions, or other initiatives to limit greenhouse gas emissions that could increase our cost for fuel, cause us to incur significant expenses to purchase and/or develop new equipment and adversely impact the cruise vacation industry. See “Item 1. Business — Regulation —Environmental Regulations.” An increase in fuel prices not only impacts our fuel costs, but also some of our other expenses, such as crew travel, freight and commodity prices. In addition, initiatives to limit greenhouse gas emissions have been introduced or are being considered in several European countries, and, beginning in January 2011, the U.S. Environmental Protection Agency began regulating the carbon emissions of companies operating in the United States. Although not all initiatives are likely to be implemented, it is apparent that future legislation and regulations related to climate change could impact the cruise industry and adversely impact our costs. Some environmental groups have also lobbied for more stringent regulation of cruise ships and have generated negative publicity about the cruise vacation industry and its environmental impact. See "Item 1. Business—Regulation—Environmental Regulations." An increase in fuel prices not only impacts our fuel costs, but also some of our other expenses, such as crew travel, freight and commodity prices.
With regards to labor, we anticipate that the new standards set forth in the Maritime Labour Convention when ratified and effective (which we currently believe may occur in 2011 and 2012, respectively) will likely result in increased costs associated with our onboard employees. See “Item 1. Business —Regulation —Labor Regulations.” While we have been actively seeking ways to mitigate the potential impact on our business, there can be no assurances that our efforts will be successful or that our financial results of operations will not be materially impacted.
In addition, we are subject to various international, national, state and local laws, regulations and treaties that govern, among other things, safety standards applicable to our ships, treatment of disabled persons, health and sanitary standards applicable to our guests, security standards on board our ships and at the ship/port interface areas, and financial responsibilities to our guests. These issues are, and we believe will continue to be, an area of focus by the relevant authorities throughout the world.world, especially in light of the Costa Concordia incident. This could result in the enactment of more stringent regulation of cruise ships that wouldcould subject us to increasing compliance costs in the future.
Conducting business internationallyglobally may result in increased costs and other risks.
We operate our business internationallyglobally and plan to continue to develop our international presence. Operating internationally exposes us to a number of risks, including unstable local economic conditions. Certain countries have been more severely impacted by the recent economic downturn than other economies around the world where we do business including, for example, Spain where we operate our Pullmantur brand. Other risks attendant to operating internationally includeconditions, volatile local political conditions, potential increaseschanges in duties and taxes, changes inincluding changing interpretations of existing tax laws and regulations, required compliance with additional laws and policies affecting cruising, vacation or maritime businesses or governing the operations of foreign-based companies, currency fluctuations, interest rate movements, difficulties in operating under local business environments, U.S. and global anti-bribery laws or regulations, imposition of trade barriers and restrictions on repatriation of earnings. In addition, if a country where we have significant operations or obligations leaves the euro currency system, our financial condition may be adversely impacted. If we are unable to address these risks adequately, our financial position and results of operations could be adversely affected, including the impairment ofpotentially impairing the value of our ships, goodwill and other assets.
Operating internationallyglobally also exposes us to numerous and sometimes conflicting legal and regulatory requirements. In many parts of the world, including countries in which we operate, practices in the local business communities might not conform to international business standards. We maymust adhere to policies designed to promote legal and regulatory compliance as well as applicable laws and regulations. However, we might not be successful in ensuring that our employees, agents, representatives and other representatives stationedthird parties with which we associate throughout the world properly adhere to them. Failure by us, our policiesemployees or applicable laws or regulations. Failureany of these third parties to adhere to our policies or applicable laws or regulations could result in penalties, sanctions, damage to our reputation and related costs which in turn could negatively affect our results of operations and cash flow.
We have ship construction contracts which are denominated in euros. While we have entered into euro-denominated forward contracts to manage a portion of the currency risk associated with these ship construction contracts, we are exposed to fluctuations in the euro exchange rate for the portion of the ship construction contracts that has not been hedged. If the shipyard is unable to perform under the related ship construction contract, any foreign currency hedges that were entered into to manage the currency risk would need to be terminated. Termination of these contracts could result in a significant loss.
Our attempts to expand our business into new markets may not be successful.
Historically While our historical focus has been to serve the North American cruise market, which continues to be our primary source of cruise passengers. Wewe have expanded our focus to increase our international passengerguest sourcing, most recently, inincluding sourcing from the Brazilian, Asian and Australian markets. Expansion into new markets requires significant levels of investment. There can be no assurance that these markets will develop as anticipated or that we will have success in these markets, and if we do not, we may be unable to recover our investment, which could adversely impact our business, financial condition and results of operations.
Ship construction, repair or refurbishmentrevitalization delays or mechanical faults may result in cancellation of cruises or unscheduled drydocks and repairs and thus adversely affect our results of operations.
We depend on shipyards to construct, repair and deliverrevitalize our cruise ships on a timely basis and in good working order. The sophisticated nature of building a ship involves risks. Delays or mechanical faults in ship construction or revitalization have in the past and may in the future result in delays or cancellation of cruises or necessitate unscheduled drydocks and repairs of ships. We have, for example, experienced mechanical problems with the pod propulsion units on certain ships and there can be no assurance that we will not experience such problems in the future. These events and any related adverse publicity could result in lost revenue, increased operating expenses, or both, and thus adversely affect our results of operations.
Shipyards and their subcontractors may experience financial difficulties which could cause or result in delay, ship cancellations, our inability to procure new capacity in a timely fashion or increases in shipbuilding costs that could adversely affect our results of operations.
We rely on shipyards to construct, repair and refurbishrevitalize our vessels. Financial difficulties, liquidations or closures suffered by these shipyards and/or their subcontractors may impact the timely delivery or costs of new ships or the ability of shipyards to repair and refurbishrevitalize our existing fleet in accordance with our needs or expectations. The shipyard that is building the two newbuilds for our TUI Cruises joint venture is currently experiencing financial difficulties. We have engaged in discussions with the shipyard to assess the impact on the ships they are building for TUI Cruises. This situation could have a material impact on the ability of the shipyard to deliver these ships in accordance with the terms of the contract, the costs borne by TUI Cruises associated with these ships and/or the financial support that we may need to provide (e.g. parent guarantees, additional equity contributions) to seek to ensure timely completion.
In addition, there are a limited number of shipyards with the capability and capacity to build our new vessels and, accordingly, closures or consolidation in the cruise shipyard industry could impact our ability to construct new vessels when and as planned and/or could result in stronger bargaining power on the part of the shipyards and thus higher prices for our future ship orders. Delivery delays and cancelled deliveries can adversely affect our results of operations, as can any constraints on our ability to build, repair and maintain our ships on a timely basis.
Our operating costs, especially fuel expenditures, could increase due to market forces and economic or geo- politicalgeopolitical factors beyond our control.
Expenditures for fuel represent a significant cost of operating our business. If fuel prices rise significantly in a short period of time, we may be unable to increase fares or other fees sufficiently to offset fully our increased fuel costs. We routinely hedge a portion of our future fuel requirements to protect against rising fuel costs. However, there can be no assurance that our hedge contracts will provide a sufficient level of protection against increased fuel costs or that our counterparties will be able to perform under our hedge contracts, such as in the case of a counterparty’scounterparty's bankruptcy. Further volatility in fuel prices or disruptions in fuel supplies could have a material adverse effect on our results of operations, financial condition and liquidity.
Our other operating costs, including food, payroll, airfare, for our shipboard personnel, taxes, insurance and security costs are all subject to increases due to market forces and economic or political conditions or other factors beyond our control. Increases in these operating costs could adversely affect our profitability.
Unavailability of ports of call may adversely affect our results of operations.
We believe that port destinations are a major reason why passengersguests choose to go on a particular cruise or on a cruise vacation. The availability of ports is affected by a number of factors, including but not limited to, existing capacity constraints, constraints related to the size of certain ships, security concerns, adverse weather conditions and natural disasters, financial limitations on port development, exclusivity arrangements that ports may have with our competitors, local governmental regulations and local community concerns about port development and other adverse impacts on their communities from additional tourists. Any limitations on the availability of our ports of call or on the availability of shore excursion and other service providers at such ports could adversely affect our results of operations.
Price increases for commercial airline service for our guests or major changes or reduction in commercial airline service and/or availability could adversely impact the demand for cruises and undermine our ability to provide reasonably priced vacation packages to our guests.
Many of our guests depend on scheduled commercial airline services to transport them to or from the ports where our cruises embark or disembark. Increases in the price of airfare would increase the overall price of the cruise vacation to our guests which may adversely impact demand for our cruises. In addition, changes in the availability of commercial airline services could adversely affect our guest’sguests' ability to obtain airfare as well as our ability to fly our guests to or from our cruise ships which could adversely affect our results of operations.
Our reliance on travel agencies to sell and market our cruises exposes us to certain risks which, if realized, could adversely impact our business.
Because we rely on travel agencies to generate the majority of bookings for our ships, we must ensure that our commission rates and incentive structures remain competitive. If we fail to offer competitive compensation packages, these agencies may be incentivized to sell cruises offered by our competitors to our detriment, which could adversely impact our operating results. In addition, the travel agent industry is sensitive to economic conditions that impact discretionary income. Significant disruptions, especially disruptions impacting those agencies that sell a high volume of our business, or contractions in the industry could reduce the number of travel agencies available for us to market and sell our cruises, which could have an adverse impact on our financial condition and results of operations.
A disruptionDisruptions in our shoreside businessoperations or our information systems may adversely affect our results of operations.
Our principal executive office and principal shoreside operations are located at the Port of Miami, Florida and we have call centers for reservations throughout the world. Although we have developed disaster recovery and similar contingency plans, actual or threatened natural disasters (e.g. hurricanes, earthquakes, tornados, fires, floods), substantial or repeated information systems failures, computer viruses and hackers or similar events in these locations may have a material impact toon our business continuity, reputation and results of operations. Further, weIn addition, substantial or repeated information systems failures, computer viruses, cyber-attacks impacting our shoreside or shipboard operations could adversely impact our business. We do not carry business interruption insurance for the majority of our shoreside operations.operations or our information systems. As such, any losses or damages incurred by us could have an adverse impact on our results of operations.
Failure to develop the value of our brands and differentiate our products could adversely affect our results of operations.
Our success depends on the strength and continued development of our cruise brands and on the effectiveness of our brand strategies. Failure to protect and differentiate our brands from competitors throughout the vacation market could adversely affect our results of operations.
The loss of key personnel, our inability to recruit or retain qualified personnel, or disruptions among our shipboard personnel due to strained employee relations could adversely affect our results of operations.
Our success depends, in large part, on the skills and contributions of key executives and other employees, and on our ability to recruit and retain high quality employees. We must continue to recruit, retain and motivate management and other employees sufficient to maintain our current business and support our projected growth. Furthermore, as of December 31, 2010,2012, 80% of our shipboard employees were covered by collective bargaining agreements. A dispute under our collective bargaining agreements could result in a work stoppage of those employees covered by the agreements. A loss of key employees or disruptions among our shipboard personnel could adversely affect our results of operations.
Business activities that involve our co-investment with third parties may subject us to additional risks.
Partnerships, joint ventures, and other business structures involving our co-investment with third parties, such as our joint venture to operate TUI Cruises, generally include some form of shared control over the operations of the business and create additional risks, including the possibility that other investors in such ventures could become bankrupt or otherwise lack the financial resources to meet their obligations, or could have or develop business interests, policies or objectives that are inconsistent with ours. In addition, actions by another investor may present additional risks of operational difficulties.difficulties or reputational or legal concerns.
A failure to keep pace with developments in technology or technological obsolescence could impair our operations or competitive position.
Our business continues to demand the use of sophisticated technology and systems. These technologies and systems must be refined, updated, and/or replaced with more advanced systems in order to continue to meet our customers' demands and expectations. If we are unable to do so in a timely manner or within reasonable cost parameters or if we are unable to appropriately and timely train our employees to operate any of these new systems, our business could suffer. We also may not realizeachieve the intended benefits ofthat we anticipate from any new technology or system, and a failure to do so could result in higher than anticipated costs or could impair our technological investments.
As part of our strategic focus, we intend to invest resources into technology that will be complementary to our business. Technology development can require a significant amount of management time and financial resources and is subject to integration and implementation challenges, rapid change, short life cycles and obsolescence. There can be no assurances that the resources we invest will be sufficient to materially improve the guest experience or customer satisfaction with our company. Accordingly, there can be no assurances that these investments will generate positive returns.operating results.
A change in our tax status under the United States Internal Revenue Code, or other jurisdictions, may have adverse effects on our income.
We and a number of our subsidiaries are foreign corporations that derive income from a United States trade or business and/or from sources within the United States. Drinker Biddle & Reath LLP, our United States tax counsel, has delivered to us an opinion, based on certain representations and assumptions set forth in it, to the effect that this income, to the extent derived from or incidental to the international operation of a ship or ships, is exempt from United States federal income tax pursuant to Section 883 of the Internal Revenue Code. We believe that most of our income (including that of our subsidiaries) is derived from or incidental to the international operation of a ship or ships.
The provisions of Section 883 are subject to change at any time by legislation. Moreover, changes could occur in the future with respect to the identity, residence or holdings of our direct or indirect shareholders, trading volume or trading frequency of our shares, or relevant foreign tax laws of Liberia or Malta such that they no longer qualify as equivalent exemption jurisdictions, that could affect our eligibility for the Section 883 exemption. Accordingly, there can be no assurance that we will continue to be exempt from United States income tax on United States source shipping income in the future. If we were not entitled to the benefit of Section 883, we and our subsidiaries would be subject to United States taxation on a portion of the income derived from or incidental to the international operation of our ships, which would reduce our net income. See “Item 1. Business —Taxation
Additionally, portions of our business are operated by companies that are within tonnage tax regimes of the Company” for a discussion of such taxation in the absence of an exemption under Section 883.
As part of our growth strategy, we have recently expanded our presence within the U.K. tonnage tax regime and maintained our participation in various other international tonnage tax regimes. See “Item 1. Business —TaxationMalta. Further, some of the Company.”operations of these companies are conducted in jurisdictions where we rely on tax treaties to provide exemption from taxation. To the extent the tonnage tax laws of these countries change or we do not continue to meet the applicable qualification requirements or if tax treaties are changed or revoked, we may be required to pay higher income tax in these jurisdictions, resulting in lower net income.
As budgetary constraints continue to adversely impact the jurisdictions in which we operate, increases in income tax regulations or tax reform affecting our operations may be imposed.
We are controlled by principal shareholders that have the power to determine our policies, management and actions requiring shareholder approval.
A. Wilhelmsen AS. and Cruise Associates are parties to a shareholders’ agreement which provides that they will each vote their shares for the election of four nominees of A. Wilhelmsen AS., four nominees of Cruise Associates and our Chief Executive Officer. Our Articles of Incorporation require that during the term of the shareholders agreement the approval of at least one director affiliated with A. Wilhelmsen AS. and one director affiliated with Cruise Associates is required for certain corporate actions. As such, A. Wilhelmsen AS and Cruise Associates or either of them have the power to determine, among other things, certain of our policies, the persons who will be our officers, and actions requiring shareholder approval.
A. Wilhelmsen AS. and Cruise Associates are not prohibited from engaging in a business that may compete with our business, subject to certain exceptions. If any person other than A. Wilhelmsen AS. and Cruise Associates acquires ownership of more than 30% of our common stock and our two principal shareholders, in the aggregate, own less of our common stock than such person and do not collectively have the right to elect, or to designate for election, at least a majority of the board of directors, we may be obligated to prepay indebtedness outstanding under the majority of our credit facilities, which we may be unable to replace on similar terms. If this were to occur, it could have an adverse impact on our liquidity and operations.Contents
We are not a United States corporation and our shareholders may be subject to the uncertainties of a foreign legal system in protecting their interests.
Our corporate affairs are governed by our Restated Articles of Incorporation and By-Laws and by the Business Corporation Act of Liberia. The provisions of the Business Corporation Act of Liberia resemble provisions of the corporation laws of a number of states in the United States. However, while most states have a fairly well developed body of case law interpreting their respective corporate statutes, there are very few judicial cases in Liberia interpreting the Business Corporation Act of Liberia. As such, the rights and fiduciary responsibilities of directors under Liberian law are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain United States jurisdictions. For example, the right of shareholders to bring a derivative action in Liberian courts may be more limited than in United States jurisdictions. There may also be practical difficulties for shareholders attempting to bring suit in Liberia and Liberian courts may or may not recognize and enforce foreign judgments. Thus, our public shareholders may have more difficulty in protecting their interests with respect to actions by management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction.
Litigation, enforcement actions, fines or penalties could adversely impact our financial condition or results of operations and/or damage our reputation.
Our business is subject to various United States and international laws and regulations that could lead to enforcement actions, fines, civil or criminal penalties or the assertion of litigation claims and damages. In addition, improper conduct by our employees, agents or agentsjoint venture partners could damage our reputation and/or lead to litigation or legal proceedings that could result in civil or criminal penalties, including substantial monetary fines. In certain circumstances it may not be economical to defend against such matters and/or a legal strategy may not ultimately result in us prevailing in a matter. Such events could lead to an adverse impact on our financial condition or results of operations.
Provisions of our Articles of Incorporation, Bylaws and Liberian law could inhibit others from acquiring us, prevent a change of control, and may prevent efforts by our shareholders to change our management.
Certain provisions of our Articles of Incorporation and Bylaws and Liberian law may inhibit third parties from effectuating a change of control of the Company without Board approval which could result in the entrenchment of current management. These include provisions in our Articles of Incorporation that prevent third parties, other than A. Wilhelmsen AS. and Cruise Associates, from acquiring beneficial ownership of more than 4.9% of our outstanding shares without the consent of our Board of Directors.
Item 1B. Unresolved Staff Comments
None.
Information about our cruise ships, including their size and primary areas of operation, may be found within theOperating Strategies - Strategies—Fleet Developmentrevitalization, maintenance and Maintenanceexpansionsection and theOperations - Operations—Cruise Ships andItineraries section in Item 1.1. Business. Information regarding our cruise ships under construction, estimated expenditures and financing may be found within theFuture Capital Commitments andFunding Needs and Sources sections of Item 7.Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations.
Our principal executive office and principal shoreside operations are located at the Port of Miami, Florida where we lease three office buildings totaling approximately 361,800 square feet from Miami-Dade County, Florida, under long-term leases with current terms expiring in various years on and after 2015.2021. We lease two office buildings in the United Kingdom totaling approximately 57,000 square feet used to conduct our operations in the United Kingdom. We also lease a number of international offices throughout Europe, Asia, Mexico, South America and Australia to administer our brand operations internationally.globally.
We lease an office building in Springfield, Oregon totaling approximately 163,000 square feet, which is used as a call center for reservations. In addition, we own antwo office buildingbuildings totaling approximately 23,000 square feet and lease an office building totaling approximately 72,00095,000 square feet in Wichita, Kansas, which are used as call centers for reservations and customer service. We lease two buildings in Miramar, Florida totaling approximately 178,000 square feet. One building is used primarily as additional office space and the other building is used as a call center for reservations. We also lease our logistics center in Weston, Florida totaling approximately 267,000 square feet.
We believe that our facilities are adequate for our current needs and that we are capable of obtaining additional facilities as necessary.
We also operate two private destinations which we utilize as a port-of-call on certain of our itineraries: (i) an island we own in the Bahamas which we call CocoCay; and (ii) Labadee, a secluded peninsula which we lease and is located on the north coast of Haiti.
We commenced an Between August 1, 2011 and September 8, 2011, three similar purported class action in June 2010lawsuits were filed against us and certain of our current and former officers in the United StatesU.S. District Court for Puerto Rico seekingof the Southern District of Florida. The cases have since been consolidated and a declaratory judgment that Puerto Rico’s distributorship laws do not apply toconsolidated amended complaint was filed on February 17, 2012. The consolidated amended complaint was filed on behalf of a purported class of purchasers of our relationship with an international representative located in Puerto Rico. In Septembercommon stock during the period from October 26, 2010 that international representative filed a numberthrough July 27, 2011 and names the Company, our Chairman and CEO, our CFO, the President and CEO of counterclaims againstour Royal Caribbean Cruises Ltd.International brand and the former President and CEO of our Celebrity Cruises Inc. allegingbrand as defendants. The consolidated amended complaint alleges violations of Puerto Rico’s distributorship laws, bad faith breach of contract, tortious interference with contract, violations of various federal and state antitrust and unfair competition laws. The international representative is seeking in excess of $40.0 million on each of these counterclaims together with treble damages in the amount of $120.0 million on severalSection 10(b) of the counterclaimsSecurities Exchange Act of 1934 and SEC Rule 10b-5 as well as, injunctive reliefin the case of the individual defendants, the control person provisions of the Securities Exchange Act. The complaint principally alleges that the defendants knowingly made incorrect statements concerning the Company's outlook for 2011 by not taking into proper account lagging European and declaratory judgment.Mediterranean bookings. The consolidated amended complaint seeks unspecified damages, interest, and attorneys' fees. We filed a motion to dismiss the complaint on April 9, 2012. Briefing on that motion was completed on August 2, 2012. The motion is currently pending. We believe that the claims made against us are without merit and we intend to vigorously defend ourselves against them.
In September 2010, the United States District Court for the Western District of Washington denied motions seeking permission by the Court to rename A class action complaint was filed in June 2011 against Royal Caribbean Cruises Ltd., Celebrity Cruises Inc. and other cruise lines as defendants in five actions, one of which is a pending class action, being brought against Park West Galleries, Inc., doing business as Park West Gallery, PWG Florida, Inc., Fine Art Sales, Inc., Vista Fine Art LLC, doing business as Park West At Sea (together, “Park West”), and other named and unnamed parties. Royal Caribbean Cruises Ltd. and Celebrity Cruises Inc. had previously been dismissed from these actions on the basis that the claims against them were not timely filed and/or properly pled. The actions are being brought on behalf of purchasers of artwork at shipboard art auctions conducted by Park West on the named cruise lines alleging that the artwork Park West sells is not what it represents to its customers and that Royal Caribbean Cruises Ltd., Celebrity Cruises Inc. and other named cruise lines are complicit in the activities of Park West, including engaging in a conspiracy with Park West in violation of the Racketeer Influenced and
Corrupt Organizations Act (“RICO”), and are being enriched unjustly from the sale of the artwork. The actions seek refund and restitution of all monies acquired from the sale of artwork at shipboard auctions, recovery for the amount of payments for the purchased artwork, damages on the RICO claims in an indeterminate amount, and other permitted statutory damages and equitable relief. We will vigorously oppose any attempt by plaintiffs to rename either Royal Caribbean Cruises Ltd. or Celebrity Cruises Inc. as defendants and, if we are so renamed, we believe we have meritorious defenses to the claims against us which we will vigorously pursue. Under the current facts and circumstances, we no longer consider this matter to be a material proceeding.
Commencing in September 2009 and through August 2010 demands for arbitration were made under our collective bargaining agreement covering Celebrity Cruises’ crewmembers on behalf of twenty nine current and/or former Celebrity Cruises’ cabin stewards and others similarly situated. These demands, all brought by the same counsel, contend that between 2001 and 2005 Celebrity Cruises improperly required the named cabin stewards to share guest gratuities with assistant cabin stewards. The demands seek payment of damages, including penalty wages, under the U.S. Seaman’s Wage Act of approximately $0.6 million for the named crewmembers and estimates damages in excess of $200.0 million, for the entire class of other similarly situated crewmembers. In the fourth quarter of 2010, all but five of the demands were dismissed for failure to file the claims timely and the other five are pending determination. Counsel has brought an action in the United States District Court for the Southern District of Florida seeking to overturn these arbitration awards, and is also appealing the dismissal of a similar action brought in October 2009 on behalf of tena purported class of stateroom attendants employed onboard Royal Caribbean International cruise vessels alleging that they were required to pay other crew members to help with their duties in violation of the U.S. Seaman's Wage Act. The lawsuit also alleges that certain stateroom attendants were required to work back of house assignments without the ability to earn gratuities in violation of the U.S. Seaman's Wage Act. Plaintiffs seek judgment for damages, wage penalties and others similarly situatedinterest in an indeterminate amount. In May 2012, the Court granted our motion to dismiss the complaint on the basis that the applicable collective bargaining agreement requires any such claims to be arbitrated. Plaintiff's appeal of this decision was dismissed for lack of jurisdiction by the United States District Court for the Southern District of Florida making the same contentions andAppeals, 11th Circuit. Plaintiffs are seeking the same damages as the arbitration demands.to renew their appeal. We believe we have meritorious defenses to the pending arbitration demandsappeal is without merit as are the underlying claims made against us and actions which we intend to vigorously pursue. Underdefend ourselves against them.
Because of the current facts and circumstances,inherent uncertainty as to the outcome of the proceedings described above, we no longer considerare unable at this mattertime to be a material proceeding.estimate the possible impact of these matters on us.
We are routinely involved in other claims typical within the cruise vacation industry. The majority of these claims are covered by insurance. We believe the outcome of such claims, net of expected insurance recoveries, will not have a material adverse impact on our financial condition or results of operations.
Item 4. Mine Safety Disclosures
None.
Item 5. Market for Registrant’sRegistrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is listed on the New York Stock Exchange (“NYSE”("NYSE") and the Oslo Stock Exchange (“OSE”("OSE") under the symbol “RCL”"RCL". The table below sets forth the high and low sales prices of our common stock as reported by the NYSE and the OSE for the two most recent years by quarter:
| NYSE Common Stock | OSE Common Stock(1) | |||||||||||||||
| High | Low | High | Low | |||||||||||||
2010 | ||||||||||||||||
Fourth Quarter | $ | 47.83 | $ | 30.87 | 284.70 | 180.50 | ||||||||||
Third Quarter | 32.73 | 21.97 | 197.00 | 142.00 | ||||||||||||
Second Quarter | 38.12 | 22.55 | 225.50 | 146.50 | ||||||||||||
First Quarter | 33.93 | 24.14 | 205.10 | 142.00 | ||||||||||||
2009 | ||||||||||||||||
Fourth Quarter | $ | 27.39 | $ | 18.95 | 157.60 | 110.00 | ||||||||||
Third Quarter | 25.02 | 11.80 | 145.50 | 78.75 | ||||||||||||
Second Quarter | 17.88 | 7.75 | 115.00 | 52.25 | ||||||||||||
First Quarter | 15.50 | 5.40 | 106.50 | 37.00 | ||||||||||||
| | NYSE Common Stock | OSE Common Stock(1) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | High | Low | High | Low | |||||||||
2012 | |||||||||||||
Fourth Quarter | $ | 36.18 | $ | 30.26 | 202.50 | 169.70 | |||||||
Third Quarter | 31.97 | 22.45 | 182.90 | 134.50 | |||||||||
Second Quarter | 29.45 | 22.12 | 167.60 | 134.60 | |||||||||
First Quarter | 31.96 | 25.40 | 183.70 | 149.30 | |||||||||
2011 | |||||||||||||
Fourth Quarter | $ | 30.99 | $ | 18.70 | 168.00 | 111.60 | |||||||
Third Quarter | 39.43 | 21.50 | 214.30 | 121.10 | |||||||||
Second Quarter | 42.30 | 32.68 | 232.60 | 180.00 | |||||||||
First Quarter | 49.99 | 40.26 | 293.10 | 226.30 | |||||||||
Holders
As of February 14, 201113, 2013 there were 1,1951,128 record holders of our common stock. Since certain of our shares are held by brokers and other institutions on behalf of shareholders, the foregoing number is not representative of the number of beneficial owners.
Dividends
We did not declare cash dividends in 2010 or 2009. Commencing In July 2011, our Board of Directors reinstated our quarterly dividend, which had been discontinued in the fourth quarter 2008,of 2008. We subsequently declared cash dividends on our Boardcommon stock of Directors discontinued$0.10 per share during the issuancethird and fourth quarters of quarterly dividends.2011 and the first and second quarters of 2012. We increased the dividend amount to $0.12 per share for the dividends declared in the third and fourth quarters of 2012.
Holders of our common stock have an equal right to share in our profits in the form of dividends when and if declared by our Board of Directors out of funds legally available therefore.available. Holders of our common stock have no rights to any sinking fund.
There are no exchange control restrictions on remittances of dividends on our common stock. Sincestock since (1) we are and intend to maintain our status as a nonresident Liberian entity under the Revenue Code of Liberia (2000) and the regulations thereunder, and (2) our ship-owning subsidiaries are not now engaged, and are not in the future expected to engage, in any business in Liberia, including voyages exclusively within the territorial waters of the Republic of Liberia, underLiberia. Under current Liberian law, no Liberian taxes or withholding will be imposed on payments to holders of our securities other than to a holder that is a resident Liberian entity or a resident individual or an individual or entity subject to taxation in Liberia as a result of having a permanent establishment within the meaning of the Revenue Code of Liberia (2000) in Liberia.
The declaration of dividends shall at all times be subject to the final determination of our Board of Directors that a dividend is prudent at that time in consideration of the needs of the business. The shareholders agreement provides that A. Wilhelmsen AS. and Cruise Associates will from time to time consider our dividend policy with due regard for the interests of the shareholders in maximizing the return on their investment and our ability to pay such dividends. The shareholders agreement also provides that payment of dividends will depend, among other factors, upon our earnings, financial position and capital requirements and the income and other tax liabilities of A. Wilhelmsen AS., Cruise Associates and their respective affiliates relating to their ownership of common stock.
Performance Graph
The following graph compares the total return, assuming reinvestment of dividends, on an investment in the Company, based on performance of the Company’sCompany's common stock, with the performancetotal return of the Standard & Poor’sPoor's 500 Composite Stock Index and the Dow Jones United States Travel and Leisure Index for a five year period by measuring the changes in common stock prices from December 31, 20052007 to December 31, 2010.2012.
| | 12/07 | 12/08 | 12/09 | 12/10 | 12/11 | 12/12 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Royal Caribbean Cruises Ltd. | 100.00 | 32.89 | 60.47 | 112.43 | 59.75 | 83.26 | |||||||||||||
S&P 500 | 100.00 | 63.00 | 79.67 | 91.67 | 93.61 | 108.59 | |||||||||||||
Dow Jones US Travel & Leisure | 100.00 | 64.87 | 84.97 | 120.13 | 128.17 | 145.26 | |||||||||||||
| 12/05 | 12/06 | 12/07 | 12/08 | 12/09 | 12/10 | |||||||||||||||||||
Royal Caribbean Cruises Ltd. | $ | 100.00 | $ | 93.22 | $ | 97.01 | $ | 31.91 | $ | 58.67 | $ | 109.07 | ||||||||||||
S&P 500 | $ | 100.00 | $ | 115.80 | $ | 122.16 | $ | 76.96 | $ | 97.33 | $ | 111.99 | ||||||||||||
Dow Jones United States Travel & Leisure | $ | 100.00 | $ | 122.44 | $ | 120.72 | $ | 78.31 | $ | 102.57 | $ | 145.02 | ||||||||||||
The stock performance graph assumes for comparison that the value of the Company’sCompany's common stock and of each index was $100 on December 31, 20052007 and that all dividends were reinvested. Past performance is not necessarily an indicator of future results.
Item 6. Selected Financial Data
The selected consolidated financial data presented below for the years 20062008 through 20102012 and as of the end of each such year are derived from our audited consolidated financial statements and should be read in conjunction with those financial statements and the related notes as well as in conjunction with Item 7.Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations. (Amounts include Pullmantur effective January 1, 2007).
| Year Ended December 31, | ||||||||||||||||||||||||||||||||||||
| 2010 | 2009 | 2008 | 2007 | 2006 | Year Ended December 31, | |||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except per share data) | 2012 | 2011 | 2010 | 2009 | 2008 | |||||||||||||||||||||||||||||||
| (in thousands, except per share data) | ||||||||||||||||||||||||||||||||||||
Operating Data: | ||||||||||||||||||||||||||||||||||||
Total revenues | $ | 6,752,504 | $ | 5,889,826 | $ | 6,532,525 | $ | 6,149,139 | $ | 5,229,584 | $ | 7,688,024 | $ | 7,537,263 | $ | 6,752,504 | $ | 5,889,826 | $ | 6,532,525 | ||||||||||||||||
Operating income | 802,633 | 488,511 | 831,984 | 901,335 | 858,446 | |||||||||||||||||||||||||||||||
Net income | 547,467 | 162,421 | 573,722 | 603,405 | 633,922 | |||||||||||||||||||||||||||||||
Per Share Data — Basic: | ||||||||||||||||||||||||||||||||||||
Operating income(1) | 403,110 | 931,628 | 802,633 | 488,511 | 831,984 | |||||||||||||||||||||||||||||||
Net income(1)(2) | 18,287 | 607,421 | 515,653 | 152,485 | 573,722 | |||||||||||||||||||||||||||||||
Per Share Data—Basic: | ||||||||||||||||||||||||||||||||||||
Net income | $ | 2.55 | $ | 0.76 | $ | 2.69 | $ | 2.84 | $ | 3.01 | $ | 0.08 | $ | 2.80 | $ | 2.40 | $ | 0.71 | $ | 2.69 | ||||||||||||||||
Weighted-average shares | 215,026 | 213,809 | 213,477 | 212,784 | 210,703 | 217,930 | 216,983 | 215,026 | 213,809 | 213,477 | ||||||||||||||||||||||||||
Per Share Data — Diluted: | ||||||||||||||||||||||||||||||||||||
Per Share Data—Diluted: | ||||||||||||||||||||||||||||||||||||
Net income | $ | 2.51 | $ | 0.75 | $ | 2.68 | $ | 2.82 | $ | 2.94 | $ | 0.08 | $ | 2.77 | $ | 2.37 | $ | 0.71 | $ | 2.68 | ||||||||||||||||
Weighted-average shares and potentially dilutive shares | 217,711 | 215,295 | 214,195 | 214,255 | 221,485 | 219,457 | 219,229 | 217,711 | 215,295 | 214,195 | ||||||||||||||||||||||||||
Dividends declared per common share | $ | 0.00 | $ | 0.00 | $ | 0.45 | $ | 0.60 | $ | 0.60 | $ | 0.44 | $ | 0.20 | $ | 0.00 | $ | 0.00 | $ | 0.45 | ||||||||||||||||
Balance Sheet Data: | ||||||||||||||||||||||||||||||||||||
Total assets | $ | 19,694,904 | $ | 18,233,494 | $ | 16,463,310 | $ | 14,982,281 | $ | 13,393,088 | $ | 19,827,930 | $ | 19,804,405 | $ | 19,653,829 | $ | 18,224,425 | $ | 16,463,310 | ||||||||||||||||
Total debt, including capital leases | 9,150,116 | 8,419,770 | 7,011,403 | 5,698,272 | 5,413,744 | 8,489,947 | 8,495,853 | 9,150,116 | 8,419,770 | 7,011,403 | ||||||||||||||||||||||||||
Common stock | 2,262 | 2,243 | 2,239 | 2,235 | 2,225 | 2,291 | 2,276 | 2,262 | 2,243 | 2,239 | ||||||||||||||||||||||||||
Total shareholders’ equity | 7,942,502 | 7,499,717 | 6,803,012 | 6,757,343 | 6,091,575 | |||||||||||||||||||||||||||||||
Total shareholders' equity | 8,308,749 | 8,407,823 | 7,900,752 | 7,489,781 | 6,803,012 | |||||||||||||||||||||||||||||||
Item 7. Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Note Concerning Factors That May Affect Future ResultsForward-Looking Statements
The discussion under this caption “Management’s"Management's Discussion and Analysis of Financial Condition and Results of Operations”Operations" and elsewhere in this document, including, for example, under the “Risk Factors”"Risk Factors" and “Business”"Business" captions, includes forward-looking statements under"forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding guidance (including our expectations for the first quarter and full year of 2013 set forth under the heading "Outlook" below), business and industry prospects andor future results of operations andor financial position, made in this Annual Report on Form 10-K are forward-looking. Words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “will,”"anticipate," "believe," "could," "estimate," "expect," "goal," "intend," "may," "plan," "project," "seek," "should," "will," and similar expressions are intended to further identify any of these forward-looking statements. Forward-looking statements reflect management’smanagement's current expectations but they are based on judgments and are inherently uncertain anduncertain. Furthermore, they are subject to risks, uncertainties and other factors, whichthat could cause our actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking statements. Examples of these risks, uncertainties and other factors include, but are not limited to, the following:
markets;
if we are unable
operations or competitive position;
certain markets;
negative incidents or adverse publicity concerning
the internationalglobal political climate, fears of terrorist and pirate attacks, armed conflict, the unavailability or cost of air service and the resulting concerns over safety and security aspects of traveling;
a disruption
weather.
The above examples are not exhaustive and, in addition, new risks emerge from time to time. All forward-looking statements made in this Annual Report on Form 10-K speak only as of the date of this document. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For a further discussionYou should consider the areas of risk factors related to our business, seedescribed above, as well as those set forth under the heading "Risk Factors" in Part I, Item 1A.Risk Factors in this Annual Report on Form 10-K.10-K, when considering any forward-looking statements that may be made by us and our business generally.
Overview
The discussion and analysis of our financial condition and results of operations has been organized to present the following:
2010;
Critical Accounting Policies
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.America ("GAAP"). (See Note 1.General and Note 2.Summary of Significant Accounting Policies to our consolidated financial statements under Item 8.Financial Statements and Supplementary Data.) Certain of our accounting policies are deemed “critical,”"critical," as they require management’smanagement's highest degree of judgment, estimates and assumptions. We have discussed these accounting policies and estimates with the audit committee of our board of directors. We believe our most critical accounting policies are as follows:
Ship Accounting
Our ships represent our most significant assets and are stated at cost less accumulated depreciation.depreciation and amortization. Depreciation of ships is generally computed net of a 15% projected residual value using the straight-line method over the estimated service livesuseful life of primarilythe asset, which is generally 30 years. The 30 year useful life of our newly constructed ships and 15% associated residual value are both based on the weighted-average of all major components of a ship. Our serviceuseful life and residual value estimates take into consideration the impact of anticipated technological changes, long-term cruise and vacation market conditions and historical useful lives of similarly-built ships. In addition, we take into consideration our estimates of the averageweighted-average useful lives of the ships’ships' major component systems, such as hull, superstructure, main electric, engines and cabins. Given the very large and complex nature of our ships, our accounting estimates related to ships and determinations of ship improvement costs to be capitalized require considerable judgment and are inherently uncertain. We do not have cost segregation studies performed to specifically componentize our ship systems. Therefore, we estimate the costs of component systems based principally on general and technical information known about major ship component systems and their lives and our knowledge of the cruise vacation industry. We do not identify and track depreciation by ship component systems, but instead utilize these estimates to determine the net cost basis of assets replaced or refurbished. Improvement costs that we believe add value to our ships are capitalized as additions to the ship and depreciated over the improvements’shorter of the improvements' estimated useful lives.lives or that of the associated ship. The estimated cost and accumulated depreciation of replaced or refurbished ship components are written off and any resulting losses are recognized in cruise operating expenses.
We use the deferral method to account for drydocking costs. Under the deferral method, drydocking costs incurred are deferred and charged to expense on a straight-line basis over the period to the next scheduled drydock, which we estimate to be a period of thirty to sixty months based on the vessel’svessel's age as required by class.Class. Deferred drydock costs consist of the costs to drydock the vessel and other costs incurred in connection with the drydock which are necessary to maintain the vessel’svessel's Class certification. Class certification is necessary in order for our cruise ships to be flagged in a specific country, obtain liability insurance and legally operate as passenger cruise ships. The activities associated with those drydocking costs cannot be performed while the vessel is in service and, as such, are done during a drydock as a planned major maintenance activity.
The significant deferred drydock costs consist of hauling and wharfage services provided by the drydock facility, hull inspection and related activities (e.g. scraping, pressure cleaning, bottom painting), maintenance to steering propulsion, stabilizers, thruster equipment and ballast tanks, port services such as tugs, pilotage and line handling, and freight associated with these items. We perform a detailed analysis of the various activities performed for each drydock and only defer those costs that are directly related to planned major maintenance activities necessary to maintain Class. The costs deferred are not otherwise routinely periodically performed to maintain a vessel’svessel's designed and intended operating capability. Repairs and maintenance activities are charged to expense as incurred.
We use judgment when estimating the period between drydocks, which can result in adjustments to the estimated amortization of drydock costs. If the vessel is disposed of before the next drydock, the remaining balance in deferred drydock is written-off to the gain or loss upon disposal of vessel in the period in which the sale takes place. We also use judgment when identifying costs incurred during a drydock which are necessary to maintain the vessel’svessel's Class certification as compared to those costs attributable to repairs and maintenance which are expensed as incurred. (See Note 2.Summary of Significant Accounting Policiesto our consolidated financial statements under Item 8.Financial Statements and Supplementary Data).
We believe we have made reasonable estimates for ship accounting purposes. However, should certain factors or circumstances cause us to revise our estimates of ship serviceuseful lives or projected residual values, depreciation expense could be materially higher or lower. If circumstances cause us to change our assumptions in making determinations as to whether ship improvements should be capitalized, the amounts we expense each year as repairs and maintenance costs could increase, partially offset by a decrease in depreciation expense. If we had reduced our estimated average 30-year ship serviceuseful life by one year, depreciation expense for 20102012 would have increased by approximately $46.0$40.4 million. If our ships were estimated to have no residual value, depreciation expense for 20102012 would have increased by approximately $151.0$166.7 million.
Valuation of Long-Lived Assets, Goodwill, and Indefinite-Lived Intangible Assets and Long-Lived Assets
We review our ships and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be fully recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of these assets based on our estimate of their undiscounted future cash flows. If estimated future cash flows are less than the carrying value of an asset, an impairment charge is recognized for the difference between the asset’s estimated fair value and its carrying value.
We determine fair value based on quoted market prices in active markets, if available. If active markets are not available we base fair value on independent appraisals, sales price negotiations and projected future cash flows discounted at a rate determined by management to be commensurate with the business risk. Quoted market prices are often not available for individual reporting units and for indefinite-life intangible assets. Accordingly, we base the fair value of a reporting unit and an indefinite-life intangible asset on an expected present value technique.
We review goodwill, trademarks and tradenames,trade names, which are our most significant indefinite-lived intangible assets, for impairment wheneverat the reporting unit level annually or, when events or circumstances indicate but at least annually.dictate, more frequently. The impairment review for goodwill consists of a two-qualitative assessment of whether it is more-likely-than-not that a reporting unit's fair value is less than its carrying amount, and if necessary, a two-step goodwill impairment test. Factors to consider when performing the qualitative assessment include general economic conditions, limitations on accessing capital, changes in forecasted operating results, changes in fuel prices and fluctuations in foreign exchange rates. If the qualitative assessment demonstrates that it is more-likely-than-not that the estimated fair value of the reporting unit exceeds its carrying value, it is not necessary to perform the two-step goodwill impairment test. We may elect to bypass the qualitative assessment and proceed directly to step process of first determiningone, for any reporting unit, in any period. We can resume the qualitative assessment for any reporting unit in any subsequent period.
When performing the two-step goodwill impairment test, the fair value of the reporting unit is determined and comparing itcompared to the carrying value of the net assets allocated to the reporting unit. We estimate the fair value of our reporting units using a probability-weighted discounted cash flow model. The estimation of fair value utilizing discounted expected future cash flows includes numerous uncertainties which require our significant judgment when making assumptions of expected revenues, operating costs, marketing, selling and administrative expenses, interest rates, ship additions and retirements as well as assumptions regarding the cruise vacation industry's competitive environment and general economic and business conditions, among other factors. The principal assumptions used in the discounted cash flow model are projected operating results, weighted-average cost of capital, and terminal value. The discounted cash flow model uses our 2013 projected operating results as a base. To that base we add future years' cash flows assuming multiple revenue and expense scenarios that reflect the impact of different global economic environments beyond 2013 on the reporting unit. We discount the projected cash flows using rates specific to the reporting unit based on its weighted-average cost of capital. If the fair value of the reporting unit exceeds theits carrying value, no further analysis or write-down of goodwill is required. If the fair value of the reporting unit is less than the carrying value of its net assets, the implied fair value of the reporting unit is allocated to all its underlying assets and liabilities, including both recognized and unrecognized tangible and intangible assets, based on their fair value. If necessary, goodwill is then written down to its implied fair value.
The impairment review for indefinite-life intangible assets consists of a comparison of the fair value of the asset with its carrying amount. We estimate the fair value of our indefinite-life intangible assets, which consist of trademarks and trade names related to Pullmantur, using a discounted cash flow model and the relief-from-royalty method. The royalty rate used is based on comparable royalty agreements in the tourism and hospitality industry. The discount rate used is comparable to the rate used in valuing the Pullmantur reporting unit in our goodwill impairment test. If the carrying amount exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. If the fair value exceeds its carrying amount, the indefinite-life intangible asset is not considered impaired. Other intangible assets assigned finite useful lives are amortized on a straight-line basis over their estimated useful lives.
We performed our annual impairment review for goodwill during the fourth quarter of 2010. We determined the fair value of our two reporting units which include goodwill, Royal Caribbean International and Pullmantur, using a probability-weighted discounted cash flow model. The principal assumptions used in the discounted cash flow model are projected operating results, weighted-average cost of capital, and terminal value. Cash flows were calculated using our 2011 projected operating results as a base. To that base we added future years’ cash flows assuming multiple revenue and expense scenarios that reflect the impact on each reporting unit of different global economic environments beyond 2011. We assigned a probability to each revenue and expense scenario.
We discounted the projected cash flows using rates specific to each reporting unit based on their respective weighted-average cost of capital. Based on the probability-weighted discounted cash flows of each reporting unit we determined the fair values of Royal Caribbean International and Pullmantur exceeded their carrying values. Therefore, we did not proceed to step two of the impairment analysis and we do not consider goodwill to be impaired. Royal Caribbean International’s reporting unit’s fair value exceeded its carrying value by a significant margin. Pullmantur’s reporting unit’s fair value exceeded its carrying value by 37% as of December 31, 2010.
We also performed the annual impairment review of our trademarks and trade names during the fourth quarter of 2010 using a discounted cash flow model and the relief-from-royalty method. The royalty rate used is based on comparable royalty agreements in the tourism and hospitality industry. Since these trademarks and trade names relate to Pullmantur, we used the same discount rate used in valuing the Pullmantur reporting unit in our goodwill impairment test. Based on the discounted cash flow model we determined the fair value of our trademarks and trade names exceeded their carrying value by 19%.
The estimation of fair value utilizing discountedfactors influencing expected future cash flows includes numerous uncertainties which require our significant judgment when making assumptionsfor purposes of expected revenues, operating costs, marketing, selling and administrative expenses, interest rates, ship additions and retirements as well as assumptions regarding the cruise vacation industry competition and general economic and business conditions, among other factors. The Spanish economy has been
more severely impacted than many other economies around the world where we operate and there is significant uncertainty as to whether or when it will recover. If that economy weakens or recovers more slowly than contemplated in our discounted cash flow model, that could trigger angoodwill impairment charge of Pullmantur’s goodwill and trademark and trade names. In addition, it is reasonably possible that significant changes to our projected operating results utilized in the impairment analyses, especially our future net yield assumptions, could lead to an impairment of Pullmantur’s goodwill and trademark and trade names.
The factors influencing the Spanish economytesting discussed above could also affect the assessment of recoverability of Pullmantur’sPullmantur's deferred tax assets. As of December 31, 2010, Pullmantur hadPullmantur's deferred tax assets of $35.6 million resultingprincipally result from net operating losses.
loss carryforwards. We regularly review deferred tax assets for recoverability based on our history of earnings, expectations for future earnings, and tax planning strategies. We believe it is more likely than not that we will recover the deferred tax assets based on our expectation of future earnings, and implementation of tax planning strategies. Realization of deferred tax assets ultimately depends on the existence of sufficient taxable income to support the amount of deferred tax assets. It is possible we may need to establish aA valuation allowance for a portion or all ofis recorded in those circumstances in which we conclude it is not more-likely-than-not we will recover the deferred tax assets prior to their expiration.
We review our ships, aircraft and other long-lived assets for impairment whenever events or changes in circumstances indicate, based on estimated undiscounted future cash flows, that the carrying amount of these assets may not be fully recoverable. We evaluate asset balanceimpairment at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The lowest level for which we maintain identifiable cash flows that are independent of the cash flows of other assets and liabilities is at the ship level for our ships and at the aggregated asset group level for our aircraft. (See Note 2.Summary of Significant Accounting Policies to our consolidated financial statements under Item 8.Financial Statements and Supplementary Data). If estimated future cash flows are less than the carrying value of an asset, an impairment charge is recognized for the difference between the asset's estimated fair value and its carrying value.
We estimate fair value based on quoted market prices in active markets, if available. If active markets are not available we base fair value on independent appraisals, sales price negotiations and projected future cash flows discounted at a rate estimated by management to be commensurate with the business risk. Quoted market prices are often not available for individual reporting units and for indefinite-life intangible assets. Accordingly, we estimate the fair value of a reporting unit and an indefinite-life intangible asset using an expected present value technique.
Impairment of Pullmantur related assets
During the fourth quarter of 2012, we performed our annual impairment review of goodwill for Pullmantur's reporting unit. We did not perform a qualitative assessment but instead proceeded directly to the two-step goodwill impairment test. Pullmantur is a brand targeted primarily at the Spanish, Portuguese and Latin American markets and although Pullmantur has diversified its passenger sourcing over the past few years, Spain still represents Pullmantur's largest market. As previously disclosed, European economies continued to demonstrate instability in light of heightened concerns over sovereign debt issues as well as the impact of proposed austerity measures on certain markets. The Spanish economy was more severely impacted than many other economies and there is significant uncertainty as to when it will recover. In addition, the impact of the Costa Concordia incident has had a more lingering effect than expected and the impact in future years is uncertain. These factors were identified in the past as significant risks which could lead to the impairment of Pullmantur's goodwill.
The Spanish economy has progressively worsened and forecasts suggest the challenging operating environment will continue for an extended period of time. The unemployment rate in Spain reached
26% during the fourth quarter of 2012 and is expected to rise further in 2013. The International Monetary Fund, which had projected GDP growth of 1.8% a year ago, revised its 2013 GDP projections downward for Spain to a contraction of 1.3% during the fourth quarter of 2012 and further reduced it to a contraction of 1.5% in January of 2013. During the latter half of 2012 new austerity measures, such as increases to the Value Added Tax, cuts to benefits, the phasing out of exemptions and the suspension of government bonuses, were implemented by the Spanish government. We believe these austerity measures are having a larger impact on consumer confidence and discretionary spending than previously anticipated. As a result, there has been a significant deterioration in bookings from guests sourced from Spain during the 2013 WAVE season. The combination of all of these factors has caused us to negatively adjust our cash flow projections, especially our closer-in Net Yield assumptions and the expectations regarding future capacity growth for the brand.
Based on our updated cash flow projections, we determined the implied fair value of goodwill was $145.5 million and recognized an impairment charge of $319.2 million. Similarly, we determined that the fair value of Pullmantur's trademarks and trade names no longer exceeded their carrying value. Accordingly, we recognized an impairment charge of approximately $17.4 million to write down trademarks and trade names to their fair value of $204.9 million.
As part of step two of our goodwill impairment analysis, we identified that the estimated fair values of certain long-lived assets, consisting of three aircraft owned and operated by Pullmantur Air, were less than their carrying values. As a result, we proceeded to our long-lived asset impairment test. Pullmantur's strategy to further diversify its passenger sourcing and reduce its reliance on the Spanish market has led us to reduce the expected years in which we will use these aircraft when performing the undiscounted cash flow test. The undiscounted cash flows for Pullmantur's aircraft were determined to be less than their carrying value and an impairment charge of $48.9 million was required.
The combined impairment charge of $385.4 million related to Pullmantur's goodwill, trademarks and trade names and aircraft was recognized in earnings do not meet expectations orduring the quarter ended December 31, 2012 and is reported withinImpairment of Pullmantur related assets within our consolidated statements of comprehensive income (loss).
The factors influencing the Spanish economy and Pullmantur's operating cash flows discussed above also affect the recoverability of Pullmantur's deferred tax assets. During the fourth quarter of 2012, we are unable to successfully implementupdated our deferred tax asset recoverability analysis for projections included within the goodwill valuation model discussed above. These projections, including the impact of recently enacted laws regarding net operating loss utilization, and the review of our tax planning strategies.strategies show that it is no longer more-likely-than-not that we will recover the deferred tax assets prior to their expiration. As such, we have determined that a 100% valuation allowance of our deferred tax assets was required resulting in a deferred income tax expense of $33.7 million. In addition, Pullmantur has a deferred tax liability that was recorded at the time of acquisition. This liability represents the tax effect of the basis difference between the tax and book values of the trademarks and trade names that were acquired at the time of the acquisition. Due to the impairment charge related to these intangible assets, we reduced the deferred tax liability by $5.2 million. The net $28.5 million impact of these adjustments was recognized in earnings during the fourth quarter of 2012 and is reported withinOther (expense) income in our statements of comprehensive income (loss).
If the Spanish economy weakens further or recovers more slowly than contemplated or if the economies of other markets (e.g. France, Brazil, Latin America) perform worse than contemplated in our discounted cash flow model, or if there are material changes to our projected future cash flows used in the impairment analyses, especially in Net Yields, an additional impairment charge of the Pullmantur reporting unit's goodwill, trademarks, trade names and long-lived assets may be required.
Royal Caribbean International
During the fourth quarter of 2012, we performed a qualitative assessment of the Royal Caribbean International reporting unit. Based on our qualitative assessment, we concluded that it was more-likely-than-not that the estimated fair value of the Royal Caribbean International reporting unit exceeded its carrying value as of December 31, 2012 and thus, did not proceed to the two-step goodwill impairment test. No indicators of impairment exist primarily because the reporting unit's fair value has consistently exceeded its carrying value by a significant margin, its financial performance has been solid in the face of mixed economic environments and forecasts of operating results generated by the reporting unit appear sufficient to support its carrying value.
Derivative Instruments
We enter into various forward, swap and swapoption contracts to manage our interest rate exposure and to limit our exposure to fluctuations in foreign currency exchange rates and fuel prices. The majority of theseThese instruments are designated as hedges and are recorded on the balance sheet at their fair value.value and the vast majority are designated as hedges. We also have alsonon-derivative financial instruments designated as hedges of our net investment in our foreign operations and investments. The fuel options we have entered into fuel call options to limit our exposure to fluctuations in fuel prices. These instruments arerepresent economic hedges which are not designated as hedging instruments for accounting purposes and thus, changes in their fair value are immediately recognized in earnings. OurAlthough certain of our derivative financial instruments do not qualify or are not accounted for under hedge accounting, our derivative instruments are not held for trading or speculative purposes. We account for derivative financial instruments in accordance with authoritative guidance. Refer to Note 2.Summary of Significant Accounting Policies and Note 13.Fair Value Measurements and Derivative Instrumentsto our consolidated financial statements for more information on related authoritative guidance, the Company’sCompany's hedging programs and derivative financial instruments.
We enter into foreign currency forward contracts and collars, interest rate, cross-currency and fuel swaps and options with third party institutions in over-the-counter markets. We estimate the fair value of our foreign currency forward contracts and interest rate and cross-currency swaps using expected future cash flows based on the instruments’instruments' contract terms and published forward curves for foreign currency exchange and interest rates. We apply present value techniques and LIBOR-based discount rates to convert the expected future cash flows to the current fair value of the instruments.
We estimate the fair value of our foreign currency collars using standard option pricing models with inputs based on the options' contract terms, such as exercise price and maturity, and readily available public market data, such as foreign exchange curves, foreign exchange volatility levels and discount rates.
We estimate the fair value of our fuel swaps using expected future cash flows based on the swaps’swaps' contract terms and forward prices. We derive forward prices from forward fuel curves based on pricing inputs provided by third-party institutions that transact in the fuel indices we hedge. We validate these pricing inputs against actual market transactions.transactions and published price quotes for similar assets. We apply present value techniques and LIBOR-based discount rates to convert the expected future cash flows to the current fair value of the instruments. We also corroborate our fair value estimates using valuations provided by our counterparties.
We determineestimate the fair value for our fuel call options based on the prevailing market price for the instruments consisting of published price quotes for similar assets based on recent transactions in an active market.
We adjust the valuation of our derivative financial instruments to incorporate credit risk, when applicable.
We believe it is unlikely that materially different estimates for the fair value of our foreign currency forward contracts and interest rate, cross-currency and fuel swaps and options would be
derived from using other appropriate valuation models using similar assumptions, inputs or conditions suggested by actual historical experience.
Contingencies — Contingencies—Litigation
On an ongoing basis, we assess the potential liabilities related to any lawsuits or claims brought against us. While it is typically very difficult to determine the timing and ultimate outcome of such actions, we use our best judgment to determine if it is probable that we will incur an expense related to the settlement or final adjudication of such matters and whether a reasonable estimation of such probable loss, if any, can be made. In assessing probable losses, we take into consideration estimates of the amount of insurance recoveries, if any. We accrue a liability when we believe a loss is probable and the amount of loss can be reasonably estimated. Due to the inherent uncertainties related to the eventual outcome of litigation and potential insurance recoveries, it is possible that certain matters may be resolved for amounts materially different from any provisions or disclosures that we have previously made.
Seasonality
Our revenues are seasonal based on demand for cruises. Demand is strongest for cruises during the Northern Hemisphere’sHemisphere's summer months and holidays. In order to mitigate the impact of the winter weather in the Northern Hemisphere and to capitalize on the summer season in the Southern Hemisphere, our brands have increased deployment to South America and Australia during the Northern Hemisphere winter months.
Financial Presentation
Description of Certain Line Items
Revenues
Our revenues are comprised of the following:
Onboard and other revenues also include revenues we receive from independent third party concessionaires that pay us a percentage of their revenues in exchange for the right to provide selected goods and/or services onboard our ships.
Cruise Operating Expenses
Our cruise operating expenses are comprised of the following:
personnel (costs associated with our shoreside personnel are included in marketing, selling and administrative expenses);
We do not allocate payroll and related costs, food costs, fuel costs or other operating costs to the expense categories attributable to passenger ticket revenues or onboard and other revenues since they are incurred to provide the total cruise vacation experience.
Selected Operational and Financial Metrics
We utilize a variety of operational and financial metrics which are defined below to evaluate our performance and financial condition. As discussed in more detail herein, certain of these metrics are non-GAAP financial measures which we believe provide useful information to investors as a supplement to our consolidated financial statements, which are prepared and presented in accordance with GAAP. The presentation of non-GAAP financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
Available Passenger Cruise Days (“APCD” ("APCD") is our measurement of capacity and represents double occupancy per cabin multiplied by the number of cruise days for the period. We use this measure to perform capacity and rate analysis to identify our main non-capacity drivers whichthat cause our cruise revenue and expenses to vary.
Gross Cruise Costs represent the sum of total cruise operating expenses plus marketing, selling and administrative expenses.
Gross Yields represent total revenues per APCD.
Net Cruise Costs andNet Cruise Costs Excluding Fuel represent Gross Cruise Costs excluding commissions, transportation and other expenses and onboard and other expenses and, in the case of Net Cruise Costs Excluding Fuel, fuel expenses (each of which is described above under the Description of Certain Line Items heading). In measuring our ability to control costs in a manner that positively impacts net income, we believe changes in Net Cruise Costs and Net Cruise Costs Excluding Fuel to be the most relevant indicatorindicators of our performance. A reconciliation of historical Gross Cruise Costs to Net Cruise Costs and Net Cruise Costs Excluding Fuel is provided below underResults of Operations. We have not provided a quantitative reconciliation of projected Gross Cruise Costs to projected Net Cruise Costs and projected Net Cruise Costs Excluding Fuel due to the significant uncertainty in projecting the costs deducted to arrive at this measure.these measures. Accordingly, we do not believe that reconciling information for such projected figures would be meaningful.
Net Debt-to-Capitalis a ratio which represents total long-term debt, including current portion of long-term debt, less cash and cash equivalents (“("Net Debt”Debt") divided by the sum of Net Debt and total shareholders’shareholders' equity. We believe Net Debt and Net Debt-to-Capital, along with total long-term debt and shareholders’shareholders' equity are useful measures of our capital structure. A reconciliation of historical Debt-to-Capital to Net Debt-to-Capital is provided below underResults of Operations.
Net Revenues represent total revenues less commissions, transportation and other expenses and onboard and other expenses (each of which is described above under the Description of Certain Line Items heading).
Net Yields represent Net Revenues per APCD. We utilize Net Revenues and Net Yields to manage our business on a day-to-day basis as we believe that it is the most relevant measure of our pricing performance because it reflects the cruise revenues earned by us net of our most significant variable costs, which are commissions, transportation and other expenses and onboard and other expenses. A reconciliation of historical Gross Yields to Net Yields is provided below underResults of Operations. We have not provided a quantitative reconciliation of projected Gross Yields to projected Net Yields due to the significant uncertainty in projecting the costs deducted to arrive at this measure. Accordingly, we do not believe that reconciling information for such projected figures would be meaningful.
Occupancy, in accordance with cruise vacation industry practice, is calculated by dividing Passenger Cruise Days by APCD. A percentage in excess of 100% indicates that three or more passengers occupied some cabins.
Passenger Cruise Days represent the number of passengers carried for the period multiplied by the number of days of their respective cruises.
We believe that the impairment charges recognized in 2012 related to Pullmantur's goodwill, trademarks, trade names and long-lived assets and the charges related to the adjustments to Pullmantur's deferred tax assets and deferred tax liability ("the impairment related charges") are not an indication of our future earnings performance. As such, we believe it is more meaningful for the impairment related charges to be excluded from our net income and earnings per share, and accordingly, we have elected to also present non-GAAP net income and non-GAAP EPS excluding these impairment related charges for the year ended December 31, 2012.
We believe Net Yields, Net Cruise Costs and Net Cruise Costs Excluding Fuel are our most relevant non-GAAP financial measures. However, a significant portion of our revenue and expenses are denominated in currencies other than the United States dollar. Because our reporting currency is the United States dollar, the value of these revenues and expenses can be affected by changes in currency exchange rates. Although such changes in local currency prices is just one of many elements impacting our revenues and expenses, it can be an important element. For this reason, we also monitor Net Yields, Net Cruise Costs and Net Cruise Costs Excluding Fuel as if the current periods’periods' currency exchange rates had remained constant with the comparable prior periods’periods' rates, or on a “Constant Currency”"Constant Currency" basis.
It should be emphasized that Constant Currency is primarily used for comparing short-term changes and/or projections. Over the longer term, changes in guest sourcing and shifting the amount of purchases between currencies can significantly change the impact of the purely currency basedcurrency-based fluctuations.
The use of certain significant non-GAAP measures, such as Net Yields, Net Cruise Costs and Net Cruise Costs Excluding Fuel, allow us to perform capacity and rate analysis to separate the impact of known capacity changes from other less predictable changes which affect our business. We believe these non-GAAP measures provide expanded insight to measure revenue and cost performance in addition to the standard United States GAAP based financial measures. There are no specific rules or regulations for determining non-GAAP and Constant Currency measures, and as such, there exists the possibility that they may not be comparable to other companies within the industry.
Executive Overview
During 2010, we saw We believe our results of operations for 2012 demonstrate the strength and resiliency of our brands and the value proposition of a slight improvementcruise vacation. Despite the slow pace of the economic recovery and the continued instability in the economy which led to pricing increases as described below. Although we are not back at pre-recession levels,global economic landscape, especially in Europe, our net income for 2012, before the current demand for our brands is improvingimpairment related charges, was $432.2 million and we expect this trend to continue through 2011. Profitability momentum and yield accretion are also quite strong with our newest vessels performing well and our management team effectively controlling costs. During 2010, our Net Yields increased 4.2%1.5%. During the fourth quarter of 2012, we recognized an impairment charge of $385.4 million to write down Pullmantur's goodwill to its implied fair value and to write down trademarks and trade names and certain long-lived assets, consisting of three aircraft owned and operated by Pullmantur Air, to their fair value. In addition, we recognized a $33.7 million charge to record a 100% valuation allowance related to our Net Cruise Costs per APCD decreaseddeferred tax assets for Pullmantur and we reduced the deferred tax liability related to Pullmantur's trademarks and trade names by 1.8%$5.2 million. As a result, our net income for 2012 was $18.3 million as compared to $607.4 million for 2011, which was not impacted by the impairment related charges.
Our results of operations for the year ended December 31, 2012 were also negatively impacted by the effect of the Costa Concordia incident on booking patterns throughout the industry. These effects were magnified by the timing of the incident, which occurred in early 2012 during WAVE season (traditionally the first two months of the year where cruise lines experience disproportionately higher volume cruise sales). We continue to believe the impact of the Costa Concordia incident will not have a significant long term impact on our business.
Our results of operations were also influenced by changes to our international distribution system mainly in Brazil implemented in late 2011 pursuant to which we began directly distributing certain of our cruises rather than indirectly distributing them through charter arrangements. In addition, our results were impacted by certain deployment initiatives including, but not limited to, increased deployment in Australia and China.
Our continued focus on cost control has helped us to maintain our profitability despite experiencing travel disruptions, extreme weather conditions and currency related issuesa tough operating environment with upward pressure on costs. We intend to continue these efforts during the year. Even though the economy remains a challenge our outlook remains encouraging.
During 2011,2013. In addition, during 2013 we will workcontinue to furtherstrengthen our revenue enhancement opportunities by strategically investing in a number of projects, including the introduction of beverage packages fleet wide, retail and casino enhancements, the continuation of our vessel revitalization program, the introduction of new onboard revenue initiatives and various information technology infrastructure investments. We also intend to enhance our focus on identifying the needs of our guests and creating product features that our customers value. We are focused on targeting high-value guests by better understanding consumer data and insights and creating communication strategies that best resonate with our target audiences. In 2013, we will continue to focus on the development of key markets in Asia and we will focus on sourcing guests and adding capacity to other markets where we expect significant growth and profitability, such as Australia. We believe these initiatives will provide opportunities for increased ticket and onboard revenues with the overallultimate goal of maximizing our long-term return on invested capital.capital and shareholder value.
During 2012, we took delivery ofCelebrity Reflection, the fifth and final Solstice-class ship, and ordered a third Oasis-class ship through a conditional agreement. The agreement is subject to certain closing conditions and is expected to become effective in the first quarter of 2013. The ship is scheduled for delivery in the second quarter of 2016. We also have two Quantum-class ships on order for Royal Caribbean International which are expected to enter service in the third quarter of 2014 and in the second quarter of 2015, respectively, and two ships on order for our joint venture TUI Cruises which are scheduled for delivery in the second quarter of 2014 and second quarter of 2015, respectively. As part of our vessel revitalization program, five ships were revitalized for the Royal Caribbean International brand during 2012. By the end of 2013, we expect that all of the Vision-class and Freedom-class ships and all but one of the Radiance-class ships will also continuehave been revitalized. For the
Celebrity Cruises brand, two ships underwent revitalization during 2012 to improveincorporate certain Solstice-class features. By the end of 2013, the Millennium-class revitalization program will be complete as the final ship is scheduled to be revitalized during the course of 2013.
As of December 31, 2012, our cost efficiency through various cost-containment initiatives while ensuringliquidity position remained strong at $2.2 billion, consisting of approximately $194.9 million in cash and cash equivalents and $2.0 billion available under our unsecured credit facilities. In addition, we continue to deliverbe focused on our goal of returning to an outstanding guest experience.investment grade credit rating. We note the potential for anhave already made strides in this direction and further improvements are anticipated through increasing roleoperating cash flow, a moderate capital expenditure program, retiring of debt and favorable financing programs.
In 2012, we implemented a number of actions in furtherance of our tour operationsrefinancing strategy for our maturities in 2013 and 2014. These actions, which include Royal Celebrity Tours and Pullmantur’s tour businesses and other operations onenabled us to refinance a portion of our Net Yields and Net Cruise Costs. We realize that revenues and expenses associatedoutstanding indebtedness with such operations tend to be more volatile and less predictable thanlater maturity debt without increasing our main cruise business. Becausetotal level of indebtedness included:
Our international expansion also remains a key focus going into 2011 and we continue to invest in mature markets while strategically focusing on developing markets. As a result, we are experiencing an increased demand in these markets. We also continue to tactically invest in our fleet to ensure we maintain class and brand standards including the addition$940.0 million of new venuesdebt obligations, including $650.0 million of 5.25% unsecured senior notes due November 2022 and other popular amenities acrossa $290.0 million unsecured term loan due February 2016. With these funds we were able to repay amounts outstanding under our fleet. In addition, we recently reached a conditional agreement with Meyer Werft to build the first of a new generation of Royal Caribbean International cruise ships.
Lastly, we have experienced a significant improvement in our liquidity during 2010 due to the increase in our operating cash flows coupled with the steps we have taken so far to further reduce refinancing risk, including obtaining an additional unsecured revolving credit facility in 2010 with the goal of maintaining two separate revolving credit facilities with staggered maturity dates going forward. We also have committed bank financing arrangementsand repurchase €255.0 million, or approximately $328.0 million, in aggregate principal amount of our €1.0 billion 5.625% unsecured senior notes due 2014, and
During 2013, it is likely we will secure additional liquidity in the capital and/or credit markets as part of our refinancing strategy for our two Solstice-class vessels under construction.upcoming 2013 and 2014 maturities. We anticipate funding our scheduledthese maturities in 2011 and other obligations in 2013 through a combination of currently available and anticipated new credit facilities and other financing arrangements and operating cash flows and do not foresee a need to access the capital markets during 2011 although we may opportunistically decide to do so. We are also continuing to pursue our long-term objective of returning to investment
grade rating. During 2010, Standard and Poor’s upgraded our corporate credit rating and our senior unsecured debt credit rating to BB with a stable outlook from BB- with a stable outlook. In January 2011, Moody’s upgraded our corporate credit rating to Ba1 with a stable outlook from Ba2 with a stable outlook and our senior unsecured debt credit rating to Ba2 with a stable outlook from Ba3 with a stable outlook.flows.
Results of Operations
In addition to the items discussed above under "Executive Overview", significant items for 2012 include:
Year ended December 31, 2010
Total revenues increased 14.6%2.0% to $6.8$7.7 billion from $7.5 billion in 2010 from total revenues of $5.9 billion in 2009 primarily2011 partially due to an 11.1%a 1.5% increase in Net Yields and a 1.4% increase in capacity (measured by APCD for such period) and a 4.2%.
Significant items for 2010 include:
Net Cruise Costs per APCD decreased by 1.8% compared to 2009.
Fuel expenses per APCD, net of the financial impact of fuel swap agreements, decreased 3.0% per APCD as compared to $607.4 million for 2011.
Our Net Debt-to-Capital ratio increasedthe second quarter of 2015. We have a committed bank financing agreement to 52.4% in 2010 from 52.0% in 2009. Similarly,finance the purchase of the ship which includes a sovereign financing guarantee. See Note 14.Commitments and Contingencies to our Debt-to-Capital ratio increased to 53.5% in 2010 from 52.9% in 2009.
As of December 31, 2010, our liquidity was $1.6 billion, including cashconsolidated financial statements under Item 8.Financial Statements and the undrawn portion of our unsecured revolving credit facilities. During 2010, we entered into a $525.0 million unsecured revolving credit facility bearing interest at LIBOR plus a margin of 2.75% and a facility fee of 0.6875% due 2014. Going forward, we anticipate maintaining two separate revolving credit facilities with staggered maturity dates.
Supplementary Data for further information. |
In an effort to increase our fixed percentage of debt, we terminated certain of our interest rate and cross currency swap agreements which resulted in net cash proceeds of approximately $115.4 million. In addition, we terminated 22.9% of our fuel swap agreements as of June 30, 2010 which resulted in net cash proceeds of $57.5 million.
Other Items:
|
In February 2011, we reached a conditional agreement with Meyer WerftSTX France to build the first of a new generation ofthird Oasis-class ship for Royal Caribbean International cruise ships.International. The agreement is subject to certain closing conditions and is expected to become effective in the first quarter of 2013. The ship will have a capacity of approximately 4,1005,400 berths based on double occupancy and is expected to enter service in the fourthsecond quarter of 2014. We also have2016. If the agreement becomes effective, Pullmantur'sAtlantic Star, which has been out of operation since 2009, will be transferred to an option to construct a second shipaffiliate of STX France as part of the same class which will expire on February 28, 2012, subjectconsideration. The transfer is not expected to earlier accelerationresult in a gain or a loss. See Note 5.Property and Equipment to our consolidated financial statements under certain circumstances.Item 8.Financial Statements and Supplementary Data for further information.
Other Items:
We reported historical total revenues, operating income, net income, andnon-GAAP net income (excluding the impairment related charges), earnings per share and non-GAAP earnings per share (excluding the impairment related charges) as shown in the following table (in thousands, except per share data):
| | Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| | 2012 | 2011 | 2010 | |||||||
Total revenues | $ | 7,688,024 | $ | 7,537,263 | $ | 6,752,504 | ||||
Operating income | $ | 403,110 | $ | 931,628 | $ | 802,633 | ||||
Net income | $ | 18,287 | $ | 607,421 | $ | 515,653 | ||||
Pullmantur impairment related charges | 413,932 | — | — | |||||||
Non-GAAP Net income | $ | 432,219 | $ | 607,421 | $ | 515,653 | ||||
Basic earnings per share: | ||||||||||
Net income | $ | 0.08 | $ | 2.80 | $ | 2.40 | ||||
Non-GAAP Net income | $ | 1.98 | $ | 2.80 | $ | 2.40 | ||||
Diluted earnings per share: | ||||||||||
Net income | $ | 0.08 | $ | 2.77 | $ | 2.37 | ||||
Non-GAAP Net income | $ | 1.97 | $ | 2.77 | $ | 2.37 | ||||
| Year Ended December 31, | ||||||||||||
| 2010 | 2009 | 2008 | ||||||||||
Total revenues | $ | 6,752,504 | $ | 5,889,826 | $ | 6,532,525 | ||||||
Operating income | $ | 802,633 | $ | 488,511 | $ | 831,984 | ||||||
Net income | $ | 547,467 | $ | 162,421 | $ | 573,722 | ||||||
Basic earnings per share: | ||||||||||||
Net income | $ | 2.55 | $ | 0.76 | $ | 2.69 | ||||||
Diluted earnings per share: | ||||||||||||
Net income | $ | 2.51 | $ | 0.75 | $ | 2.68 | ||||||
The following table presents historical operating data as a percentage of total revenues for the last three years:
| | Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| | 2012 | 2011 | 2010 | |||||||
Passenger ticket revenues | 72.8 | % | 73.3 | % | 72.7 | % | ||||
Onboard and other revenues | 27.2 | 26.7 | 27.3 | |||||||
Total revenues | 100.0 | % | 100.0 | % | 100.0 | % | ||||
Cruise operating expenses: | ||||||||||
Commissions, transportation and other | 16.8 | % | 17.2 | % | 17.4 | % | ||||
Onboard and other | 6.9 | 7.1 | 7.1 | |||||||
Payroll and related | 10.8 | 11.0 | 11.4 | |||||||
Food | 5.8 | 5.6 | 5.7 | |||||||
Fuel | 11.8 | 10.1 | 9.6 | |||||||
Other operating | 15.0 | 14.5 | 14.8 | |||||||
Total cruise operating expenses | 67.1 | 65.6 | 66.0 | |||||||
Marketing, selling and administrative expenses | 13.2 | 12.7 | 12.6 | |||||||
Depreciation and amortization expenses | 9.5 | 9.3 | 9.5 | |||||||
Impairment of Pullmantur related assets | 5.0 | — | — | |||||||
Operating income | 5.2 | 12.4 | 11.9 | |||||||
Other expense | (5.0 | ) | (4.3 | ) | (4.2 | ) | ||||
Net income | 0.2 | % | 8.1 | % | 7.6 | % | ||||
| Year Ended December 31, | ||||||||||||
| 2010 | 2009 | 2008 | ||||||||||
Passenger ticket revenues | 72.7 | % | 71.4 | % | 72.4 | % | ||||||
Onboard and other revenues | 27.3 | 28.6 | 27.6 | |||||||||
Total revenues | 100.0 | % | 100.0 | % | 100.0 | % | ||||||
Cruise operating expenses | ||||||||||||
Commissions, transportation and other | 17.4 | % | 17.5 | % | 18.3 | % | ||||||
Onboard and other | 7.1 | 7.8 | 7.0 | |||||||||
Payroll and related | 11.4 | 11.6 | 10.1 | |||||||||
Food | 5.7 | 5.9 | 5.2 | |||||||||
Fuel | 9.6 | 10.2 | 11.1 | |||||||||
Other operating | 14.8 | 16.3 | 15.8 | |||||||||
Total cruise operating expenses | 66.0 | 69.3 | 67.5 | |||||||||
Marketing, selling and administrative expenses | 12.6 | 12.9 | 11.9 | |||||||||
Depreciation and amortization expenses | 9.5 | 9.6 | 7.9 | |||||||||
Operating income | 11.9 | 8.2 | 12.7 | |||||||||
Other expense | (3.8 | ) | (5.5 | ) | (3.9 | ) | ||||||
Net income | 8.1 | % | 2.7 | % | 8.8 | % | ||||||
Selected historical statistical information is shown in the following table:
| | Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| | 2012 | 2011 | 2010 | |||||||
Passengers Carried | 4,852,079 | 4,850,010 | 4,585,920 | |||||||
Passenger Cruise Days | 35,197,783 | 34,818,335 | 32,251,217 | |||||||
APCD | 33,705,584 | 33,235,508 | 30,911,073 | |||||||
Occupancy | 104.4 | % | 104.8 | % | 104.3 | % | ||||
| Year Ended December 31, | ||||||||||||
| 2010 | 2009 | 2008 | ||||||||||
Passengers Carried | 4,585,920 | 3,970,278 | 4,017,554 | |||||||||
Passenger Cruise Days | 32,251,217 | 28,503,046 | 27,657,578 | |||||||||
APCD | 30,911,073 | 27,821,224 | 26,463,637 | |||||||||
Occupancy | 104.3 | % | 102.5 | % | 104.5 | % | ||||||
Gross Yields and Net Yields were calculated as follows (in thousands, except APCD and Yields):
| | Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | 2012 | 2012 On a Constant Currency basis | 2011 | 2010 | |||||||||
Passenger ticket revenues | $ | 5,594,595 | $ | 5,698,635 | $ | 5,525,904 | $ | 4,908,644 | |||||
Onboard and other revenues | 2,093,429 | 2,116,296 | 2,011,359 | 1,843,860 | |||||||||
Total revenues | 7,688,024 | 7,814,931 | 7,537,263 | 6,752,504 | |||||||||
Less: | |||||||||||||
Commissions, transportation and other | 1,289,255 | 1,317,028 | 1,299,713 | 1,175,522 | |||||||||
Onboard and other | 529,453 | 540,011 | 535,501 | 480,564 | |||||||||
Net revenues | $ | 5,869,316 | $ | 5,957,892 | $ | 5,702,049 | $ | 5,096,418 | |||||
APCD | 33,705,584 | 33,705,584 | 33,235,508 | 30,911,073 | |||||||||
Gross Yields | $ | 228.09 | $ | 231.86 | $ | 226.78 | $ | 218.45 | |||||
Net Yields | $ | 174.13 | $ | 176.76 | $ | 171.56 | $ | 164.87 | |||||
| Year Ended December 31, | ||||||||||||||||
| 2010 | 2010 On a Constant Currency basis | 2009 | 2008 | |||||||||||||
Passenger ticket revenues | $ | 4,908,644 | $ | 4,921,935 | $ | 4,205,709 | $ | 4,730,289 | ||||||||
Onboard and other revenues | 1,843,860 | 1,858,003 | 1,684,117 | 1,802,236 | ||||||||||||
Total revenues | 6,752,504 | 6,779,938 | 5,889,826 | 6,532,525 | ||||||||||||
Less: | ||||||||||||||||
Commissions, transportation and other | 1,175,522 | 1,182,971 | 1,028,867 | 1,192,316 | ||||||||||||
Onboard and other | 480,564 | 489,436 | 457,772 | 458,385 | ||||||||||||
Net revenues | $ | 5,096,418 | $ | 5,107,531 | $ | 4,403,187 | $ | 4,881,824 | ||||||||
APCD | 30,911,073 | 30,911,073 | 27,821,224 | 26,463,637 | ||||||||||||
Gross Yields | $ | 218.45 | $ | 219.34 | $ | 211.70 | $ | 246.85 | ||||||||
Net Yields | $ | 164.87 | $ | 165.23 | $ | 158.27 | $ | 184.47 | ||||||||
Gross Cruise Costs, Net Cruise Costs and Net Cruise Costs Excluding Fuel were calculated as follows (in thousands, except APCD and costs per APCD):
| | Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | 2012 | 2012 On a Constant Currency basis | 2011 | 2010 | |||||||||
Total cruise operating expenses | $ | 5,157,434 | $ | 5,231,963 | $ | 4,942,607 | $ | 4,458,076 | |||||
Marketing, selling and administrative expenses | 1,011,543 | 1,029,564 | 960,602 | 848,079 | |||||||||
Gross Cruise Costs | 6,168,977 | 6,261,527 | 5,903,209 | 5,306,155 | |||||||||
Less: | |||||||||||||
Commissions, transportation and other | 1,289,255 | 1,317,028 | 1,299,713 | 1,175,522 | |||||||||
Onboard and other | 529,453 | 540,011 | 535,501 | 480,564 | |||||||||
Net Cruise Costs | $ | 4,350,269 | $ | 4,404,488 | $ | 4,067,995 | $ | 3,650,069 | |||||
Less: | |||||||||||||
Fuel | 909,691 | 914,444 | 764,758 | 646,998 | |||||||||
Net Cruise Costs Excluding Fuel | $ | 3,440,578 | $ | 3,490,044 | $ | 3,303,237 | $ | 3,003,071 | |||||
APCD | 33,705,584 | 33,705,584 | 33,235,508 | 30,911,073 | |||||||||
Gross Cruise Costs per APCD | $ | 183.03 | $ | 185.77 | $ | 177.62 | $ | 171.66 | |||||
Net Cruise Costs per APCD | $ | 129.07 | $ | 130.68 | $ | 122.40 | $ | 118.08 | |||||
Net Cruise Cost Excluding Fuel per APCD | $ | 102.08 | $ | 103.54 | $ | 99.39 | $ | 97.15 | |||||
| Year Ended December 31, | ||||||||||||||||
| 2010 | 2010 On a Constant Currency basis | 2009 | 2008 | |||||||||||||
Total cruise operating expenses | $ | 4,458,076 | $ | 4,493,014 | $ | 4,071,102 | $ | 4,403,666 | ||||||||
Marketing, selling and administrative expenses | 848,079 | 850,201 | 761,999 | 776,522 | ||||||||||||
Gross Cruise Costs | 5,306,155 | 5,343,215 | 4,833,101 | 5,180,188 | ||||||||||||
Less: | ||||||||||||||||
Commissions, transportation and other | 1,175,522 | 1,182,971 | 1,028,867 | 1,192,316 | ||||||||||||
Onboard and other | 480,564 | 489,436 | 457,772 | 458,385 | ||||||||||||
Net Cruise Costs | $ | 3,650,069 | $ | 3,670,808 | $ | 3,346,462 | $ | 3,529,487 | ||||||||
APCD | 30,911,073 | 30,911,073 | 27,821,224 | 26,463,637 | ||||||||||||
Gross Cruise Costs per APCD | $ | 171.66 | $ | 172.86 | $ | 173.72 | $ | 195.75 | ||||||||
Net Cruise Costs per APCD | $ | 118.08 | $ | 118.75 | $ | 120.28 | $ | 133.37 | ||||||||
Net Debt-to-Capital was calculated as follows (in thousands):
| As of December 31, | ||||||||
| 2010 | 2009 | |||||||
Long-term debt, net of current portion | $ | 7,951,187 | $ | 7,663,555 | ||||
Current portion of long-term debt | 1,198,929 | 756,215 | ||||||
Total debt | 9,150,116 | 8,419,770 | ||||||
Less: Cash and cash equivalents | 419,929 | 284,619 | ||||||
Net Debt | $ | 8,730,187 | $ | 8,135,151 | ||||
Total shareholders’ equity | $ | 7,942,502 | $ | 7,499,717 | ||||
Total debt | 9,150,116 | 8,419,770 | ||||||
Total debt and shareholders’ equity | 17,092,618 | 15,919,487 | ||||||
Debt-to-Capital | 53.5 | % | 52.9 | % | ||||
Net Debt | 8,730,187 | 8,135,151 | ||||||
Net Debt and shareholders’ equity | $ | 16,672,689 | $ | 15,634,868 | ||||
Net Debt-to-Capital | 52.4 | % | 52.0 | % | ||||
| | As of December 31, | ||||||
|---|---|---|---|---|---|---|---|
| | 2012 | 2011 | |||||
Long-term debt, net of current portion | $ | 6,970,464 | $ | 7,856,962 | |||
Current portion of long-term debt | 1,519,483 | 638,891 | |||||
Total debt | 8,489,947 | 8,495,853 | |||||
Less: Cash and cash equivalents | 194,855 | 262,186 | |||||
Net Debt | $ | 8,295,092 | $ | 8,233,667 | |||
Total shareholders' equity | $ | 8,308,749 | $ | 8,407,823 | |||
Total debt | 8,489,947 | 8,495,853 | |||||
Total debt and shareholders' equity | 16,798,696 | 16,903,676 | |||||
Debt-to-Capital | 50.5 | % | 50.3 | % | |||
Net Debt | 8,295,092 | 8,233,667 | |||||
Net Debt and shareholders' equity | $ | 16,603,841 | $ | 16,641,490 | |||
Net Debt-to-Capital | 50.0 | % | 49.5 | % | |||
Outlook
On January 27, 2011,February 4, 2013, we announced the following guidance for the full year andinitial first quarter of 2011:
Full Year 2011
We expected Net Yields to increase in the range of 4% to 6% compared to 2010. On a Constant Currency basis, we expected Net Yields to increase in the range of 4% to 5% compared to 2010.
We expected Net Cruise Costs per APCD to increase approximately 2% compared to 2010. On a Constant Currency basis, we expected Net Cruise Costs per APCD to increase in the range of 1% to 2% compared to 2010. Excluding fuel, we expected Net Cruise Costs per APCD to increase approximately 2% compared to 2010. On a Constant Currency basis, we expected Net Cruise Costs per APCD excluding fuel to increase in the range of 1% to 2% compared to 2010.
We expected a 7.4% increase in capacity, primarily driven by a full year of service ofCelebrity Eclipse, a full year of service ofAllure of the Seas and the addition of Celebrity Silhouettewhich will enter service during the third quarter of 2011.
Depreciation and amortization expenses were expected to be in the range of $695.0 million to $715.0 million and interest expense, net was expected to be in the range of $305.0 million to $325.0 million.
We do not forecast fuel prices and our cost calculations for fuel are based on current “at-the-pump” prices net of any hedging impacts. If fuel prices for the full year of 2011 remain at the level of January 27, 2011 prices, fuel expenses for the full year of 2011 would be approximately $705.0 million. For the full year of 2011, our fuel expense is approximately 58% hedged and a 10% change in fuel prices would result in a change in our fuel expenses of approximately $28.0 million for the full year 2011, after taking into account existing hedges.
Based on the expectations noted above, and assuming that fuel prices remain at $533 per metric ton and full year foreign currency exchange rates are $1.37 to the euro and $1.59 to the British pound, we expected full year 2011 earnings per share to be in the range2013 guidance:
Full Year 2013
| As Reported | Constant Currency | |||
|---|---|---|---|---|
Net Yields | 3% to 5% | 2% to 4% | ||
Net Cruise Costs per APCD | 3% to 4% | Approx. 3% | ||
Net Cruise Costs per APCD, excluding Fuel | Approx. 3% | 2% to 3% | ||
Capacity Increase | 1.4% | |||
Depreciation and Amortization | $750 to $770 million | |||
Interest Expense, net | $335 to $355 million | |||
Fuel Consumption (metric tons) | 1,377,500 | |||
Fuel Expenses | $960 million | |||
Percent Hedged (fwd consumption) | 55% | |||
Impact of 10% change in fuel prices | $43 million | |||
EPS | $2.30 to $2.50 |
Since our January 27, 2011 announcement, fuel prices and foreign currency exchange rates have fluctuated significantly and are likely to continue to do so. Accordingly, our forecasts are likely to change with these fluctuations. Except for the influence of fuel prices and foreign currency exchange rates, our outlook remains essentially unchanged.Contents
First Quarter 20112013
As announced
| As Reported | Constant Currency | |||
|---|---|---|---|---|
Net Yields | Approx. 2% | 2% to 3% | ||
Net Cruise Costs per APCD | 2% to 3% | 2% to 3% | ||
Net Cruise Costs per APCD, excluding Fuel | Approx. 2% | Approx. 2% | ||
Capacity Increase | 1.5% | |||
Depreciation and Amortization | $183 to $193 million | |||
Interest Expense, net | $82 to $92 million | |||
Fuel Consumption (metric tons) | 350,600 | |||
Fuel Expenses | $245 million | |||
Percent Hedged (fwd consumption) | 53% | |||
Impact of 10% change in fuel prices | $12 million | |||
EPS | $0.10 to $0.20 |
Since our earnings release on January 27, 2011, we expected Net Yields to increase in the range of 2% to 3% compared to 2010. On a Constant Currency basis, we expected Net Yields to increase in the range of 1% to 2% compared to 2010.
We expected Net Cruise Costs per APCD to increase approximately 1% compared to 2010. We expected Net Cruise Costs per APCD on a Constant Currency basis to remainFebruary 4, 2013, bookings have remained encouraging and consistent with Net Cruise Costs per APCD. Excluding fuel, we expected Net Cruise Costs per APCD to increase approximately 2% compared to 2010. On a Constant Currency basis, we expected Net Cruise Costs per APCD excluding fuel to increase in the range of 1% to 2% compared to 2010.
We expected a 10.2% increase in capacity, primarily driven by the addition ofCelebrity Eclipsewhich entered service during the second quarter of 2010 and the addition ofAllure of the Seaswhich entered service during the fourth quarter of 2010.
Depreciation and amortization expenses were expected to be in the range of $170.0 million to $175.0 million, and interest expense, net was expected to be in the range of $80.0 million to $85.0 million.
We do not forecast fuel prices and our cost calculations for fuel are based on current “at-the-pump” prices net of any hedging impacts. If fuel prices for the first quarter of 2011 remain at the level of January 27, 2011 prices, fuel expenses for the first quarter of 2011 would be approximately $168.0 million. For the first quarter of 2011, our fuel expense is approximately 63% hedged and a 10% change in fuel prices would result in a change in our fuel expenses of approximately $7.0 million for the first quarter of 2011, after taking into account existing hedges.
Based on the expectations noted above, and assuming that fuel prices remain at $515 per metric ton and first quarter foreign currency exchange rates are $1.37 to the euro and $1.59 to the British pound, we expected first quarter 2011 earnings per share to be in the range of $0.10 to $0.15. Since our January 27, 2011 announcement, fuel prices and foreign currency exchange rates have fluctuated significantly and are likely to continue to do so.previous expectations. Accordingly, our forecasts are likely to change with these fluctuations. Except for the influence of fuel prices and foreign currency exchange rates, our outlook remainshas remained essentially unchanged.
Year Ended December 31, 20102012 Compared to Year Ended December 31, 20092011
In this section, references to 20102012 refer to the year ended December 31, 20102012 and references to 20092011 refer to the year ended December 31, 2009.2011.
Revenues
Total revenues for 20102012 increased $862.7$150.8 million or 14.6%2.0% to $6.8$7.7 billion from $5.9$7.5 billion in 2009. Approximately $654.1 million of this increase is attributable to an 11.1% increase in capacity. The increase in capacity is primarily due to a full year of service ofOasis2011. Despite the impact of the Seas, which entered service in December 2009, the addition ofCelebrity Eclipse which entered service in April 2010, a full year of service ofCelebrity Equinox which entered service in July 2009, a full year of service ofPacific Dream, which entered service in May 2009Costa Concordia incident and the addition ofAllure ofcontinued instability in the Seas, which entered serviceglobal economic landscape, especially in December 2010. This increaseEurope, ourpassenger ticket revenues increased $68.7 million or 1.2% to $5.6 billion from $5.5 billion in capacity was partially offset by the sale of2011 and ourCelebrity Galaxyonboard and other revenues increased $82.1 million or 4.1% to TUI Cruises$2.1 billion from $2.0 billion in March 2009, the removal of theAtlantic Star from operation in August 2009 and the sale ofOceanic in April 2009. In addition, approximately $208.62011.
Approximately $171.1 million of the increase in total revenues was driven by increasesan increase in ticket pricesPullmantur's land-based tours, hotel and air packages, an increase in onboard spending on a per passenger basis, and an increase in occupancy from 102.5% in 2009 to 104.3% in 2010.concession revenues. The increase in occupancy isPullmantur's land-based tours, hotel and air packages was attributable to an increase in guests and the addition of new itineraries. The increase in onboard spending was primarily due to improving market conditions, certain itinerary changesthe addition of specialty restaurants and the favorable impactother onboard activities as a result of our newer ships.ship revitalization projects and other revenue enhancing initiatives. The increase in occupancy is alsoconcession revenues was due to an increase in spending on a per passenger basis. In addition, the absence of the adverse effect caused by the H1N1 virus during the third quarter of 2009 which resultedincrease in selective itinerary modificationstotal revenues was partially attributable to changes to our international distribution system mainly in Brazil and diminished demand for our cruisescertain deployment initiatives including, but not limited to increased deployment in Australia and tours to Mexico.China as described above. These increases were partially offset by a decrease in air revenue due to a reduction in guests booking air service through us and an overall decrease in air ticket prices, a decrease in shore excursions revenue on a per passenger basis related to seasonal redeployments and to a decrease in charter revenue due to the termination of the charter to Island Cruises in April 2009. These increases in revenues were also partially offset by the adverseunfavorable effect of changes in foreign currency exchange rates related to our revenue transactions denominated in currencies other than the United States dollar.
Onboard and other Approximately $106.6 million of the increase in total revenues included concession revenues of $237.0 millionwas attributable to a 1.4% increase in 2010 compared to $215.6 million for the same period in 2009.capacity. The increase in concession revenuescapacity was primarily due to the addition ofCelebrity Silhouette which entered service in July 2011 and the addition ofCelebrity Reflection which entered service in October 2012. This increase in capacity mentioned above.was partially offset by the sale ofCelebrity Mercury to TUI Cruises in February 2011 and the completion of our one-year charter of theBleu de France in November 2011 following its sale to a third party in November 2010. We consolidate the operating results of Pullmantur and its wholly-owned subsidiary, CDF Croisières de France, on a two-month lag to allow for more timely preparation of our consolidated financial statements. (See Note 1.General to our consolidated
financial statements under Item 8.Financial Statements and Supplementary Data). The increase in capacity was also partially offset by the delivery ofOcean Dream to an unrelated third party in April 2012 as part of a six year bareboat charter agreement.
Cruise Operating Expenses
Total cruise operating expenses for 20102012 increased $387.0$214.8 million or 9.5%4.3% to $4.5$5.2 billion from $4.1$4.9 billion for 2009.2011. Approximately $452.1$219.4 million of this increase iswas attributable to increases in fuel expenses, and expenses related to Pullmantur's land-based tours, hotel and air packages.Fuel expenses, which are net of the 11.1%financial impact of fuel swap agreements accounted for as hedges, increased 15.2% per metric ton in 2012 as compared to 2011 primarily as a result of increasing fuel prices. The increase in capacity mentioned above. The increase is also duePullmantur's land-based tours, hotel and air packages expenses was primarily attributable to an increase in commissions directly related toguests and the increase in ticket prices.addition of new itineraries. These increases were partially offset by a $30.2 million decrease primarilyin commissions expenses attributable to lower air expenses, shore excursions expensesincreased charter business and fuel expenses on a per passenger basis, and to a lesser extent,changes in our continued emphasis on cost-containment. The decreases in air expenses and shore excursion expenses are directly related todistribution channels. In addition, $69.9 million of the decreases in revenue as mentioned above. The decrease in fuel expenses was primarily a result of improved fuel efficiencies related to our newer ships and the favorable effect of fuel swap agreements despite increasing fuel prices. The increase in cruise operating expenses was alsoattributable to the 1.4% increase in capacity mentioned above. These increases in cruise operating expenses were partially offset an estimated $34.9 million decrease related toby the favorable effect of changes in foreign currency exchange rates related to our cruise operating expenses denominated in currencies other than the United States dollar.dollar of approximately $74.5 million.
Marketing, Selling and Administrative Expenses
Marketing, selling and administrative expenses for 20102012 increased $86.1$50.9 million or 11.3%5.3% to $848.1$1.0 billion from $960.6 million for 2011. The increase was due to an increase in costs associated with investments in technology and to an increase in advertising expenses related to our global expansion. These increases were partially offset by the favorable effect of changes in foreign currency exchange rates related to ourmarketing, selling and administrative expenses denominated in currencies other than the United States dollar.
Depreciation and Amortization Expenses
Depreciation and amortization expenses for 2012 increased $28.1 million or 4.0% to $730.5 million from $762.0$702.4 million for 2009.2011. The increase iswas primarily due to the addition ofCelebrity Silhouette which entered service in July 2011, the addition ofCelebrity Reflection which entered service in October 2012 and to new shipboard additions associated with our ship revitalization projects. This increase was partially offset by the sale ofCelebrity Mercury to TUI Cruises in February 2011.
Impairment of Pullmantur related assets
During 2012, we recognized an impairment charge of $385.4 million to write down Pullmantur's goodwill to its implied fair value and to write down trademarks and trade names and certain long-lived assets, consisting of three aircraft owned and operated by Pullmantur Air, to their fair value. (SeeValuation of Goodwill, Indefinite-Lived Intangible Assets and Long-Lived Assets above for more information regarding the impairment of these assets).
Other Income (Expense)
Interest expense, net of interest capitalized, decreased to $355.8 million in 2012 from $382.4 million in 2011. The decrease was due to lower interest rates and a lower average debt level.
Other expense was $50.4 million in 2012 compared toother income of $32.9 million in 2011 for a net change of $83.3 million when comparing these periods. The change inother expense was primarily due to the following:
Net Yields
Net Yields increased 1.5% in 2012 compared to 2011 primarily due an increase in Pullmantur's land based tours, hotel and air packages revenue and an increase in onboard spending. In addition, the increase was due to the changes in our international distribution system mainly in Brazil and certain deployment initiatives. Net Yields increased 3.0% in 2012 compared to 2011 on a Constant Currency basis.
Net Cruise Costs
Net Cruise Costs increased 6.9% in 2012 compared to 2011 due to the 1.4% increase in capacity and a 5.4% increase in Net Cruise Cost per APCD. The increase in Net Cruise Costs per APCD was primarily due to an increase in shoreside payrollfuel and benefitsPullmantur's land-based tours, hotel and air packages expenses as discussed above. In addition, the increase in Net Cruise Cost per APCD was due to higher headcountthe changes in our international distribution system mainly in Brazil and certain deployment initiatives. Net Cruise Costs per APCD increased 6.8% in 2012 compared to 2011 on a Constant Currency basis. Net Cruise Costs Excluding Fuel per APCD increased 2.7% in 2012 compared to 2011. Net Cruise Costs Excluding Fuel per APCD increased 4.2% in 2012 compared to 2011 on a Constant Currency basis.
Year Ended December 31, 2011 Compared to Year Ended December 31, 2010
In this section, references to 2011 refer to the year ended December 31, 2011 and references to 2010 refer to the year ended December 31, 2010.
Revenues
Total revenues for 2011 increased $784.8 million or 11.6% to $7.5 billion from $6.8 billion in 2010. Approximately $507.8 million of this increase was attributable to a 7.5% increase in capacity. The increase in capacity was primarily due to a full year of revenue generated byAllure of the Seas which entered service in December 2010, the addition ofCelebrity Silhouette which entered service in July 2011, and a full year ofCelebrity Eclipse which entered service in April 2010. This increase in capacity was partially offset by the sale ofCelebrity Mercury to TUI Cruises in February 2011. In addition, approximately $277.0 million of the increase in revenue was driven by an increase in ticket prices and
the favorable effect of changes in foreign currency exchange rates related to our continuedrevenue transactions denominated in currencies other than the United States dollar. These increases were partially mitigated by the impact of geopolitical events including the political unrest in the Eastern Mediterranean and Northern Africa and the earthquake and related events in Japan which offset pricing improvements in other regions. These events resulted in deployment changes to avoid calling on ports in those areas and pricing reductions to stimulate demand in other areas.
Onboard and other revenues included concession revenues of $273.4 million in 2011 compared to $237.0 million for the same period in 2010. The increase in concession revenues was due to an increase in spending on a per passenger basis and the increase in capacity mentioned above.
Cruise Operating Expenses
Total cruise operating expenses for 2011 increased $484.5 million or 10.9% to $4.9 billion from $4.5 billion for 2010. Approximately $335.2 million of the increase was attributable to the 7.5% increase in capacity mentioned above. Other significant drivers of the increase include an increase in fuel, air and other hotel and vessel expenses and head taxes, as well as the unfavorable effect of changes in foreign currency exchange rates related to our cruise operating expenses denominated in currencies other than the United States dollar. Fuel expenses, which are net of the financial impact of fuel swap agreements, increased 18.4% per metric ton in 2011 as compared to 2010 primarily as a result of increasing fuel prices. The increase in air and other hotel and vessel expenses and head taxes were primarily due to deployment changes.
Marketing, Selling and Administrative Expenses
Marketing, selling and administrative expenses for 2011 increased $112.5 million or 13.3% to $960.6 million from $848.1 million for 2010. The increase was due to an increase in marketing, selling and payroll expenses primarily associated with our international expansion and, general increasesto a much lesser extent, an increase in compensation.expenses associated with technological innovations.
Depreciation and Amortization expenses
Depreciation and amortization expensesfor 20102011 increased $75.5$58.7 million or 13.3%9.1% to $702.4 million from $643.7 million from $568.2 million for 2009.2010. The increase is primarily due to the additiona full year ofOasis Allure of the Seas,which entered service in December 2010, the addition ofCelebrity EclipseSilhouettewhich entered service in July 2011, and a full year of Celebrity Eclipsewhich entered service ofCelebrity Equinox.in April 2010. These increases were partially offset by the sale ofCelebrity GalaxyMercuryto TUI Cruises the classification of theAtlantic Star as held for sale which, accordingly, is no longer being depreciated and the sale ofOceanic Bleu de France.
Other Income (Expense)
Interest expense, net of interest capitalized, increased to $339.4$382.4 million in 20102011 from $300.0$371.2 million in 2009. Gross interest expense increased to $365.4 million in 2010 from $341.1 million in 2009.2010. The increase was primarily due to a higher average debt level, partially offset by lowerreduction in interest rates.capitalized for ships under construction. Interest capitalized decreased to $26.0$14.0 million in 20102011 from $41.1$28.1 million in 20092010 primarily due to a lower average level of investment in ships under construction and, to a lesser extent, lower interest rates.
Other income was $75.0 million in 2010 compared to other expense of $33.1 million in 2009 for a net change of $108.1 million when comparing these periods. The increase was primarily due to an $89.0 million gain, net of costs and payments to insurers, recorded from the settlement with Rolls Royce.
Net Yields
Net Yields increased 4.2% in 2010 compared to 2009 primarily due to the increase in ticket prices and the increase in occupancy, as discussed above. Net Yields on a Constant Currency basis remained consistent with Net Yields.
Net Cruise Costs
Net Cruise Costs increased 9.1% in 2010 compared to 2009 due to the 11.1% increase in capacity, partially offset by a 1.8% decrease in Net Cruise Cost per APCD. The decrease in Net Cruise Costs per APCD was primarily driven by the
decrease in fuel expenses, our continued emphasis on cost-containment and by the absence in 2010 of a $7.1 million loss recognized during the third quarter of 2009 to reduce the carrying value of theAtlantic Starto its fair value less cost to sell when the ship was classified as held for sale. Net Cruise Costs per APCD on a Constant Currency remained consistent with Net Cruise Costs per APCD.
Year Ended December 31, 2009 Compared to Year Ended December 31, 2008
In this section, references to 2009 refer to the year ended December 31, 2009 and references to 2008 refer to the year ended December 31, 2008.
Revenues
Total revenues for 2009 decreased $642.7 million or 9.8% to $5.9 billion from $6.5 billion in 2008. This decrease is primarily due to higher discounts on our ticket prices, and to a lesser extent a decrease in onboard spending and the adverse effect of foreign currency as a result of a stronger United States dollar against the euro, British pound and Canadian dollar compared to 2008. Our revenues were also adversely impacted by a decrease in occupancy from 104.5% in 2008 compared to 102.5% in 2009. The decrease in occupancy was driven by the current worldwide economic environment with disproportionate pressure within the Spanish market. In addition, the adverse impact of the H1N1 virus resulted in selective itinerary modifications and diminished demand for our cruises to Mexico and the Caribbean. This revenue decrease was partially offset by an estimated increase of approximately $335.0 million attributable to an increase in capacity of 5.1%. Although the number of passengers carried in 2009 decreased as compared to 2008, on average, passengers sailed more days per voyage in 2009 as compared to 2008 due to certain itinerary changes. The increase in capacity is primarily due to a full year of service ofCelebrity Solstice, which entered service in November 2008, a full year of service ofIndependence of the Seas, which entered service in May 2008, the addition ofCelebrity Equinox, which entered service in July 2009, the addition ofPacific Dream, which entered service in May 2009 as part of the termination of the charter to Island Cruises, a full year of service ofOcean Dream, which entered service in March 2008 and the addition ofOasis of the Seas, which entered service in December 2009. This increase in capacity was partially offset by the sale ofCelebrity Galaxy to TUI Cruises in March 2009, the sale ofOceanic in April 2009 and theAtlantic Starwhich is no longer in operation.
Onboard and other revenues included concession revenues of $215.6 million in 2009 compared to $230.8 million for the same period in 2008. The decrease in concession revenues was primarily due to a decrease in spending on a per passenger basis, partially offset by the increase in capacity mentioned above.
Cruise Operating Expenses
Total cruise operating expenses for 2009 decreased $332.6 million or 7.6% to $4.1 billion from $4.4 billion for 2008. This decrease was primarily due to a decrease in commissions as a result of discounted ticket prices, a decrease in air expense due to a reduction in guests booking air service through us, a decrease in transportation and lodging expenses related to certain itinerary changes, and the impact of the stronger United States dollar against the euro, British pound and Canadian dollar compared to 2008. In addition, fuel expenses, which are net of the financial impact of fuel swap agreements, decreased 17.9% per metric ton in 2009 as compared to 2008 primarily as a result of lower fuel prices. To a lesser extent, the decrease was also related to a decrease in tour and air expenses. These decreases were partially offset by the increase in capacity mentioned above.
Marketing, Selling and Administrative Expenses
Marketing, selling and administrative expenses for 2009 decreased $14.5 million or 1.9% to $762.0 million from $776.5 million for 2008. The decrease is mainly due to the impact of our cost-containment initiatives and to termination benefits of $9.0 million incurred during 2008 that did not recur in 2009. The decrease was partially offset by an increase in marketing and selling expenses associated with our international expansion.
Depreciation and Amortization expenses
Depreciation and amortization expenses for 2009 increased $47.8 million or 9.2% to $568.2 million from $520.4 million for 2008. The increase is primarily due to a full year of service ofCelebrity Solstice,a full year of service ofIndependence of the Seasand the addition ofCelebrity Equinox. To a lesser extent, the increase is also due to depreciation associated with shipboard and shore-side additions. These increases were partially offset by the sale ofCelebrity Galaxyto TUI Cruises.
Other Income (Expense)
Interest expense, net of interest capitalized, decreased to $300.0 million in 2009 from $327.3 million in 2008.construction. Gross interest expense decreased to $341.1$396.4 million from $399.3 million in 2009 from $371.7 million in 2008.2010. The decrease was primarily due to lower interest rates partially offset by a higher average debt level. Interest capitalized
Other income decreased to $41.1$32.9 million in 20092011 from $44.4$75.0 million in 20082010. The $42.1 million decrease inother income was due primarily due to lower interest rates.an $89.0 million gain recorded from a litigation settlement during 2010 that did not recur in 2011, which was partially offset by:
Other expense increased to $33.1
Net Yields
Net Yields decreased 14.2%increased 4.1% in 20092011 compared to 20082010 primarily due to the higher discounts on ouran increase in ticket prices and the decreasefavorable impact of changes in onboard spending, a stronger United States dollarexchange rates, as discussed above. Net Yields per APCD increased 2.4% in 2011 compared to the euro, British pound and Canadian dollar as well as the impact of the itinerary modifications and diminished demand for our cruises and tours to Mexico and the Caribbean as mentioned above.2010 on a Constant Currency basis.
Net Cruise Costs
Net Cruise Costs decreased 5.2%increased 11.4% in 20092011 compared to 20082010 due to the 7.5% increase in capacity and a 9.8% decrease3.7% increase in Net Cruise Cost per APCD offset by the 5.1%APCD. The increase in capacity mentioned above. The decrease in Net Cruise Costs per APCD was primarily driven by the decreasean increase in fuel expenses, the decrease in air and tourother hotel and vessel expenses, and to a lesser extent, the decreaseunfavorable impact of changes in marketing, selling and administrative expenses.exchange rates, as discussed above. Net Cruise Costs per APCD increased 2.7% in 2011 compared to 2010 on a Constant Currency basis. Net Cruise Costs Excluding Fuel per APCD increased 2.3% in 2011 compared to 2010. Net Cruise Costs Excluding Fuel per APCD increased 1.3% in 2011 compared to 2010 on a Constant Currency basis.
Recently Adopted, and Future Application of, Accounting Standards
Refer to Note 2.Summary of Significant Accounting Policies to our consolidated financial statements under Item 8.Financial Statements and Supplementary Datafor further information onRecently Adopted Accounting Standards andFuture Application ofRecent Accounting StandardsPronouncements.
Liquidity and Capital Resources
Sources and Uses of Cash
Cash flow generated from operations provides us with a significant source of liquidity.Net cash provided by operating activities increased $818.1 decreased $74.0 million to $1.7$1.4 billion for 20102012 compared to $844.9 million$1.5 billion for 2009. The2011. This decrease was primarily a result of a decrease in net income after adjusting for non-cash items and to the timing of collections on our trade accounts receivable partially offset by a higher rate of increase is primarily due toin customer deposits and an increase in cash generated from ticket sales. The increase in cash from ticket sales is a resultreceived on the settlement of higher capacity and occupancy, along with cruises being purchased for higher prices. As a result of the above factors, we received $811.5 million more in customer deposits during 2010 as compared to 2009. The increase is also due to the monetization of certain
of our interest rate, cross currency and fuel swap agreements during 2010 of approximately $173.0 million. The monetization of the interest rate and cross currency swap agreements was done in an effort to increase our fixed rate percentage of debt. The monetization of our fuel swaps was done in connection with our decision to terminate transactions with a counterparty that no longer met our guidelines. These increases were partially offset by the timing of payments on our accounts payable and prepaid expenses and other assets.
Net cash used in investing activities was $2.3$1.3 billion for 2010, consistent with 2009.2012 compared to $924.6 million for 2011. The change was primarily due to $290.0 million of proceeds received from the sale ofCelebrity Mercury and $55.0 million of proceeds received from the sale ofBleu de France during 2011 which did not recur in 2012. During 2010,2012, our use of cash was primarily related to capital expenditures of $2.2$1.3 billion, downup from $2.5$1.2 billion in 2009.for 2011. The decreaseincrease in capital expenditures was primarily attributable to an increase in payments related to our ship revitalization projects in 2012. We also provided $110.7 million under a debt facility to one of our unconsolidated affiliates during 2010 is2011 which did not recur in 2012.
Net cash used in financing activities was $179.6 million for 2012 compared to $676.5 million for 2011, primarily as a result of our refinancing strategy for our upcoming 2013 and 2014 maturities. The change was due to a lower levelnet increase in debt facility drawings of ships under construction$980.1 million during 2012 as compared to 2009. In 2009, we also used $181.7 million of cash2011. The net increase in debt facility drawings was primarily due to make equity contributions to our unconsolidated affiliates. These amounts were partially offset by $290.9 million of proceeds received from the saleissuance ofCelebrity Galaxy to TUI Cruises $650.0 million unsecured senior notes and amounts borrowed under an unsecured term loan of $290.0 million during 2012 which did not occur in 2009 and to $110.8 million of2011. The change in net cash receivedused in 2009 on settlements on our foreign currency forward contracts compared to $91.3 million of cash paid in 2010 on settlements on our foreign currency forward contracts.
Net cash provided by financing activities was $757.0 million for 2010 compared to $1.3 billion in 2009. This change wasalso due to an increase in repayments of debt of approximately $651.8 million partially offset by an increase in debt proceeds of approximately $103.1$382.2 million. The increase in repayments of debt was primarily due to an increase of $590.0 million in repayments on our unsecured revolving credit facilities from $885.0 million during 2011 to $1.5 billion during 2012. The increase in repayments of $820.0debt was also due $344.6 million paid in conjunction with the repurchase of €255.0 million
or approximately $328.0 million in aggregate principal amount of our €1.0 billion 5.625% unsecured senior notes and the prepayment of a $100.0 million unsecured term loan during 2012 as compared to the repayment of a $500.0 million unsecured senior note and a prepayment of $200.0 million on our revolving credit facilitiesAllure of the Seas unsecured term loan during 20102011. The change was also due to cash dividends paid on our common stock of $117.7 million for 2012 as compared to $375.0$21.7 million in 2009. In addition, during 2010 we repaid a senior unsecured note due in May 2010 along with repayments of various loan facilities related to recent ship deliveries. The increase in debt proceeds was due to borrowings of $715.0 million on our revolving credit facilities during 2010 as compared to $425.0 million in 2009. This increase was partially offset by net proceeds of $285.4 million from our $300.0 million senior unsecured notes issued during 2009 which did not recur in 2010. These increases were offset by a $29.6 million increase in debt issuance costs. During 2010, we received $26.2 million in connection with the exercise of common stock options.for 2011.
Future Capital Commitments
Our future capital commitments consist primarily of new ship orders. As of December 31, 2010,2012, we had two Solstice-classQuantum-class ships designated for Celebrity Cruises,and one Oasis-class ship on order for our Royal Caribbean International brand with an aggregate additional capacity of approximately 5,85013,600 berths. The agreement for our Oasis-class ship is subject to certain closing conditions and is expected to become effective in the first quarter of 2013. We also have an option to construct a fourth Oasis-class ship which will expire five days prior to the first anniversary of the effective date of the contract.
As of December 31, 2012, the aggregate cost of the twoour ships including amounts due to the shipyard and other ship related costs ison order was approximately $1.8$3.6 billion, of which we havehad deposited $199.3$131.0 million as of December 31, 2010.such date. Approximately 2.2%49.7% of the aggregate cost of the ships on order was exposed to fluctuations in the euro exchange rate at December 31, 2010.2012. (See Note 13.Fair Value Measurements and Derivative Instruments and Note 14.Commitments and Contingencies to our consolidated financial statements under Item 8.Financial Statements and Supplementary DataData)).
As of December 31, 2010,2012, we anticipated overall capital expenditures, including the two ships on order, will be approximately $1.0 billion for 2011, $1.0 billion for 2012 and $350.0 million for 2013.
In February 2011, we reached a conditional agreement with Meyer Werft to build the first of a new generation of Royal Caribbean International cruise ships. The ship will have a capacity of approximately 4,100 berths based on double occupancy and is expected to enter service in the fourth quarter of 2014. The agreement will become definitive upon satisfaction of several conditions, including financing. We also have an option to construct a second ship of the same class which will expire on February 28, 2012, subject to earlier acceleration under certain circumstances. Including the conditional agreement for the first ship, our anticipated overall capital expenditures will be approximately $1.0$0.7 billion for 2011, $1.02013, $1.2 billion for 2012, $350.0 million for 2013 and $1.12014, $1.2 billion for 2014.2015 and $1.3 billion for 2016.
Contractual Obligations
As of December 31, 20102012, our contractual obligations were as follows (in thousands):
| | Payments due by period | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | |||||||||||
Operating Activities: | ||||||||||||||||
Operating lease obligations(1)(2) | $ | 630,948 | $ | 65,929 | $ | 118,563 | $ | 108,343 | $ | 338,113 | ||||||
Interest on long-term debt(3) | 1,404,380 | 314,315 | 396,439 | 232,940 | 460,686 | |||||||||||
Other(4) | 779,112 | 231,137 | 273,093 | 178,234 | 96,648 | |||||||||||
Investing Activities: | ||||||||||||||||
Ship purchase obligations(5) | 2,896,826 | 242,391 | 1,609,550 | 1,044,885 | — | |||||||||||
Financing Activities: | ||||||||||||||||
Long-term debt obligations(6) | 8,437,016 | 1,509,945 | 2,604,499 | 1,841,418 | 2,481,154 | |||||||||||
Capital lease obligations(7) | 52,931 | 9,538 | 8,097 | 4,875 | 30,421 | |||||||||||
Other(8) | 98,665 | 30,740 | 46,580 | 17,664 | 3,681 | |||||||||||
Total | $ | 14,299,878 | $ | 2,403,995 | $ | 5,056,821 | $ | 3,428,359 | $ | 3,410,703 | ||||||
balances, including interest swapped using the applicable rate at December 31, 2012. Debt denominated in other currencies is calculated based on the applicable exchange rate at December 31, 2012.
| Payments due by period | ||||||||||||||||||||
| Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | ||||||||||||||||
Operating Activities: | ||||||||||||||||||||
Operating lease obligations(1)(2) | $ | 418,250 | $ | 53,688 | $ | 240,359 | $ | 28,354 | $ | 95,849 | ||||||||||
Interest on long-term debt(3) | 1,616,899 | 335,689 | 578,546 | 255,369 | 447,295 | |||||||||||||||
Other(4) | 660,705 | 159,255 | 227,711 | 106,597 | 167,142 | |||||||||||||||
Investing Activities: | ||||||||||||||||||||
Ship purchase obligations(5) | 1,428,682 | 725,107 | 703,575 | — | — | |||||||||||||||
Financing Activities: | ||||||||||||||||||||
Long-term debt obligations (6) | 9,091,470 | 1,190,477 | 2,552,766 | 2,512,077 | 2,836,150 | |||||||||||||||
Capital lease obligations (7) | 58,646 | 8,452 | 12,332 | 4,107 | 33,755 | |||||||||||||||
Total | $ | 13,274,652 | $ | 2,472,668 | $ | 4,315,289 | $ | 2,906,504 | $ | 3,580,191 | ||||||||||
As a normal part of our business, depending on market conditions, pricing and our overall growth strategy, we continuously consider opportunities to enter into contracts for the building of additional ships. We may also consider the sale of ships or the purchase of existing ships. We continuously consider potential acquisitions and strategic alliances. If any of these were to occur, they would be financed through the incurrence of additional indebtedness, the issuance of additional shares of equity securities or through cash flows from operations.
Off-Balance Sheet Arrangements
Under In July 2002, we entered into an operating lease denominated in British pound sterling for theBrilliance of the Seas. The lease payments vary based on sterling LIBOR. The lease has a contractual life of 25 years; however, both the lessor and we have certain rights to cancel the lease at year 18 (i.e. 2020) upon advance notice given approximately one year prior to cancellation. In the event of early termination at year 18, we have the option to cause the sale of the vessel at its fair value and to use the proceeds towards the applicable termination payment. Alternatively, we could opt at such time to make a termination payment of approximately £65.4 million, or approximately $106.3 million based on the exchange rate at December 31, 2012 and relinquish our right to cause the sale of the vessel. Under current circumstances we do not believe early termination of this lease is probable.
Under theBrilliance of the Seas operating lease, we have agreed to indemnify the lessor to the extent its after-tax return is negatively impacted by unfavorable changes in corporate tax rates, capital allowance deductions and certain unfavorable determinations which may be made by United Kingdom tax authorities. These indemnifications could result in an increase in our lease payments. We are unable to estimate the maximum potential increase in our lease payments due to the various circumstances, timing or a combination of events that could trigger such indemnifications. We have been advised by the lessor that theThe United Kingdom tax authorities are disputing the lessor’slessor's accounting treatment of the lease and that the partieslessor and tax authorities are in discussions on the matter. If the characterization of the lease is ultimately determined to be incorrect, we could be required to indemnify the lessor under certain circumstances. The lessor has advised us that they believe their characterization of the lease is correct. Based on the foregoing and our review of available information, we do not believe an indemnification payment is probable. However, if the lessor loses its dispute and we are required to indemnify the lessor, we cannot at this time predict the impact that such an occurrence would have on our financial condition and results of operations.
In connection with the sale ofCelebrity Mercury in February 2011, we and TUI AG each guaranteed repayment of 50% of an €180.0 million 5-year amortizing bank loan provided to TUI Cruises. As of December 31, 2012, €153.0 million, or approximately $201.7 million based on the exchange rate at December 31, 2012, remains outstanding. Based on current facts and circumstances, we do not believe potential obligations under this guarantee are probable.
TUI Cruises entered into construction agreements with STX Finland that includes certain restrictions on each of our and TUI AG's ability to reduce our current ownership interest in TUI Cruises below 37.5% through the construction period for the first TUI newbuild vessel. In addition, the bank credit facility agreement for the financing of the ship extends this restriction through 2019.
Some of the contracts that we enter into include indemnification provisions that obligate us to make payments to the counterparty if certain events occur. These contingencies generally relate to changes in taxes, increased lender capital costs and other similar costs. The indemnification clauses are often standard contractual terms and are entered into in the normal course of business. There are no stated or notional amounts included in the indemnification clauses and we are not able to estimate the maximum potential amount of future payments, if any, under these indemnification clauses. We have not been required to make any payments under such indemnification clauses in the past and, under current circumstances, we do not believe an indemnification obligation is probable.
Other than the items described above, we are not party to any other off-balance sheet arrangements, including guarantee contracts, retained or contingent interest, certain derivative instruments and variable interest entities, that either have, or are reasonably likely to have, a current or future material effect on our financial position.
Funding Needs and Sources
We have significant contractual obligations of which the capital expenditures associated with our ship purchases and our debt maturitiesservice obligations represent our largest funding needs. We have $2.5 billion in contractual obligations due in 2011 of which $725.1 million relates to the acquisition of theCelebrity Silhouettealong with progress payments onCelebrity Reflection and $1.2 billion relates to debt maturities. In addition, we have $10.8 billion in contractual obligations due beyond 2011 of which debt maturities and ship purchase obligations represent $7.9 billion and $703.6 million, respectively. We have historically relied on a combination of cash flows provided by operations, drawdowns under our available credit facilities, and the incurrence of additional debt and/or the refinancing of our existing debt and the issuance of additional shares of equity securities to fund these obligations.
As of December 31, 2010, our liquidity was $1.6 billion consisting of $419.9 million in cash and cash equivalents and $1.2 billion available under our unsecured revolving credit facilities. In addition, we We had a working capital deficit of $2.4$3.2 billion as of December 31, 20102012 as compared to oura working capital deficit of $1.7$2.1 billion as of December 31, 2009.2011. Included within our working capital deficit is $1.5 billion and $0.6 billion of current portion of long-term debt as of December 31, 2012 and 2011, respectively. The increase is due to the increase in current maturities of long-term debt. Similar to others in our industry, we are able to operate with a substantial working capital deficit. This deficit because (1)is mainly attributable to the fact that, under our business model, a vast majority of our passenger ticket receipts are collected in advance of the applicable sailing date. These advance passenger receipts are primarily paidremain a current liability until the sailing date. The cash generated from these advance receipts is used interchangeably with cash on hand from other sources, such as our revolving credit facilities and other cash from operations. The cash received as advanced receipts can be used to fund operating expenses for the applicable future sailing or otherwise, pay down our revolving credit facilities, invest in advance withlong term investments or any other use of cash. In addition, we have a relatively low-level of accounts receivable (2)and rapid turnover results in a limited investment in inventories and (3) voyage-related accounts payable usually become due after receipt of cash from related bookings. In addition, we finance the purchase of our ships through long-term debt instruments of which the current portion of these instruments increases our working capital deficit. The current portion of long-term debt increased from $756.2 million as of December 31, 2009 to $1.2 billion as of December 31, 2010.inventories. We generate substantial cash flows from operations and our business model, along with our unsecured revolving credit facilities, havehas historically allowed us to maintain this working capital deficit and still meet our operating, investing and financing needs. We expect that we will continue to have working capital deficits in the future.
As of December 31, 2012, we have approximately $8.5 billion in long-term debt obligations, of which approximately $2.5 billion is due through January 2014. Also, we have approximately $894.0 million in contractual obligations, other than long-term debt, due through December 31, 2013. We expect to fund these obligations through our existing liquidity, future financing arrangements and
cash flows from operations. As of December 31, 2012, our liquidity was $2.2 billion, consisting of approximately $194.9 million in cash and cash equivalents and $2.0 billion available under our unsecured credit facilities. Of the $2.0 billion available under our unsecured credit facilities, $1.5 billion is from revolving credit facilities and €365.0 million (or $0.5 billion based on the exchange rate at December 31, 2012) is from an unsecured Euro-denominated term loan facility. We have the ability to draw on the €365.0 million facility at any time on or prior to June 30, 2013. During 2013, it is likely we will secure additional liquidity in the capital and/or credit markets as part of our refinancing strategy for our upcoming 2013 and 2014 maturities. In addition, we may elect to fund our contractual obligations through other means if opportunities arise.
As of December 31, 2012, we have on order two Solstice-class vessels under construction in Germany bothQuantum-class ships and one Oasis-class ship. Each of whichthe Quantum-class ships have committed unsecured bank financing arrangements which include sovereign financing guarantees. The agreement for our Oasis-class ship is subject to certain closing conditions and is expected to become effective in the first quarter of 2013.
We continue our focus on ensuring adequate cash and liquidity. We are committed to improving our cost focus and continue to implement cost containment initiatives. To improve liquidity, we entered into a second unsecured revolving credit facility during 2010 that provides us up to $525.0 million in available borrowings. We anticipate that our cash flows from operations, our current available credit facilities and our current and anticipated financing arrangements will be adequate to meet our capital expenditures and debt repayments over the next twelve-month period. In addition, we may elect
We continue our focus on ensuring adequate cash and liquidity. We are focused on cost efficiency and continue to fund our contractual obligations throughimplement cost containment initiatives including a number of initiatives to reduce energy consumption and, by extension, fuel costs. These include the design of more fuel efficient ships and the implementation of other means if favorable opportunities arise.hardware and energy efficiencies.
If (i) any person other than A. Wilhelmsen AS. and Cruise Associates our two principal shareholders,and their respective affiliates (the "Applicable Group") acquires ownership of more than 30%33% of our common stock and our two principal shareholders, in the aggregate, ownApplicable Group owns less of our common stock than such person, and do not collectively have the rightor (ii) subject to elect, or to designate for election, at leastcertain exceptions, during any 24-month period, a majority of the boardBoard is no longer comprised of directors,individuals who were members of the Board on the first day of such period, we may be obligated to prepay indebtedness outstanding under the majority of our credit facilities, which we may be unable to replace on similar terms. Certain of our outstanding debt securities also contain change of control provisions that would be triggered by the acquisition of greater than 50% of our common stock by a person other than a member of the Applicable Group coupled with a ratings downgrade. If this were to occur, it would have an adverse impact on our liquidity and operations.
Debt Covenants
Our Certain of our financing agreements contain covenants that require us, among other things, to maintain minimum net worth of at least $5.4$5.6 billion, a fixed charge coverage ratio of at least 1.25x and limit our net debt-to-capital ratio to no more than 62.5%. The fixed charge coverage ratio is calculated by dividing net cash from operations for the past four quarters by the sum of dividend payments plus scheduled principal debt payments in excess of any new financings for the past four quarters. Our minimum net worth and maximum net debt-to-capital calculations exclude the impact ofaccumulated other comprehensive income (loss) incomeontotal shareholders’ equity.shareholders' equity. We are currently well in excess of all debt covenant requirements.requirements as of December 31, 2012. The specific covenants and related definitions can be found in the applicable debt agreements, the majority of which have been previously filed with the Securities and Exchange Commission.
Dividends
During We declared and paid cash dividends on our common stock of $0.10 per share during each of the first threeand second quarters of 2008, we paid out dividends totaling $128.0 million. Commencing in2012 and $0.12 per share during each of the third and fourth quarter 2008, our Boardquarters of Directors discontinued the issuance2012.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Financial Instruments and Other
General
We are exposed to market risk attributable to changes in interest rates, foreign currency exchange rates and fuel prices. We manage these risks through a combination of our normal operating and financing activities and through the use of derivative financial instruments pursuant to our hedging policiespractices and procedures.policies. The financial impactsimpact of these hedging instruments areis primarily offset by corresponding changes in the underlying exposures being hedged. We achieve this by closely matching the amount, term and conditions of the derivative instrument with the underlying risk being hedged. WeAlthough certain of our derivative financial instruments do not qualify or are not accounted for under hedge accounting, we do not hold or issue derivative financial instruments for trading or other speculative purposes. We monitor our derivative positions using techniques including market valuations and sensitivity analyses. (See Note 13.Fair Value Measurements and Derivative Instrumentsto our consolidated financial statements under Item 8.Financial Statements and Supplementary Data.)
Interest Rate Risk
Our exposure to market risk for changes in interest rates relates to our long-term debt obligations, including future interest payments, and our operating lease forBrilliance of the Seas. At December 31, 2010,2012, approximately 49%45.8% of our long-term debt was effectively fixed and approximately 51% was floating.as compared to 40% as of December 31, 2011. We enter intouse interest rate swap agreements to modify our exposure to interest rate movements and to manage our interest expense and rent expense.
Market risk associated with our long-term fixed rate debt is the potential increase in fair value resulting from a decrease in interest rates. We use interest rate swap agreements that effectively convert a portion of our fixed-rate debt to a floating-rate basis to manage this risk. In an effort to increase our percentage of fixed rate debt, during 2010,At December 31, 2012 and December 31, 2011, we terminated ourmaintained interest rate swap agreements thaton the $420.0 million fixed rate portion of ourOasis of the Seas unsecured amortizing term loan. The interest rate swap agreements effectively changed €1.0 billionthe interest rate on the balance of debt withthe unsecured term loan, which was $315.0 million as of December 31, 2012, from a fixed rate of 5.625%5.41% to EURIBOR-baseda LIBOR-based floating rate debt. We alsoequal to LIBOR plus 3.87%, currently approximately 4.42%. These interest rate swap agreements are accounted for as fair value hedges. In addition, during 2012, we terminated our cross currency swap agreements that effectively changed €300.0 million of the €1.0 billion floating EURIBOR-based debt to $389.1 million of floating LIBOR-based debt. Upon termination of these swaps, we received net cash proceeds of approximately $115.4 million. At December 31, 2010, we maintained interest rate swap agreements that effectively changed $350.0 million of debt with a fixed rate of 7.25% to LIBOR-based floating rate debt plusin order to manage our percentage of fixed rate debt. Terminating the swaps did not result in a margingain or loss. Upon termination of 1.72%, currentlythese swaps, we received net cash proceeds of approximately 2.18%.$60.6 million. A $60.1 million increase to the carrying value of the debt is being amortized to reduce interest expense over the remaining life of the debt.
The estimated fair value of our long-term fixed rate debt at December 31, 20102012 was $4.9$4.5 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 including accrued interest was estimated to be an asset of $57.3$5.7 million as of December 31, 20102012, based on the present value of expected future cash flows. A hypothetical one percentage point decrease in interest rates at December 31, 20102012 would increase the fair value of our long-term fixed rate debt by approximately $187.7$51.5 million, net of an increase in the fair value of the associated fixed to floating interest rate swap agreements.
Market risk associated with our long-term floating rate debt is the potential increase in interest expense from an increase in interest rates. We use interest rate swap agreements that effectively convert a portion of our floating-rate debt to a fixed-rate basis to manage this risk. A hypothetical one percentage point increase in interest rates would increase our 2011forecasted 2013 interest expense by
approximately $37.9$31.6 million, assuming no change in foreign currency exchange rates. At December 31, 2012 and December 31, 2011, we maintained forward-starting interest rate swap agreements that beginning April 2013 effectively convert the interest rate on approximately $627.2 million of theCelebrity Reflection unsecured amortizing term loan balance from LIBOR plus 0.40% to a fixed-rate (including applicable margin) of 2.85% through the term of the loan. These interest rate swap agreements are accounted for as cash flow hedges. In addition, during 2012, we entered into forward-starting interest rate swap agreements that hedge the anticipated unsecured amortizing term loans that will finance our purchase ofQuantum of the Seas andAnthem of the Seas. Forward-starting interest rate swaps hedging theQuantum of the Seas loan will effectively convert the interest rate for $735.0 million of the anticipated loan balance from LIBOR plus 1.30% to a fixed rate of 3.74% (inclusive of margin) beginning in October 2014. Forward-starting interest rate swaps hedging theAnthem of the Seas loan will effectively convert the interest rate for $725.0 million of the anticipated loan balance from LIBOR plus 1.30% to a fixed rate of 3.86% (inclusive of margin) beginning in April 2015. The fair value of our floating to fixed interest rate swap agreements was estimated to be a liability of $55.5 million as of December 31, 2012 based on the present value of expected future cash flows.
Market risk associated with our operating lease forBrilliance of the Seas is the potential increase in rent expense from an increase in sterling LIBOR rates. We have effectively changed 49% of the operating lease obligation from a floating rate to a fixed rate obligation with a weighted-average rate of 4.76% through rate fixings with the lessor. A hypothetical one percentage point increase in sterling LIBOR rates would increase our 2011forecasted 2013 rent expense by approximately $1.5$2.7 million, based on the exchange rate at December 31, 2010.2012.
Foreign Currency Exchange Rate Risk
Our primary exposure to foreign currency exchange rate risk relates to our ship construction firm commitmentscontracts denominated in euroseuro and a portion of our euro-denominated debt.growing international business operations. We enter into euro-denominatedforeign currency forward contracts, collar options and cross currency swap agreements to manage this risk.portions of the exposure to movements in foreign currency exchange rates.
The estimated fair value as of suchDecember 31, 2012 of our euro-denominated forward contracts at December 31, 2010,associated with our ship construction contracts was estimated to be a liabilityan asset of $79.9$4.1 million, based on the present value of expected future cash flows. AtAs of December 31, 2010,2012, the aggregate cost of our ships on order was approximately 2.2%$3.6 billion, of which we had deposited $131.0 million as of such date. Approximately 49.7% and 43.3% of the aggregate cost of the ships on orderunder construction was exposed to fluctuations in the euro exchange rate.rate at December 31, 2012 and December 31, 2011, respectively. A hypothetical 10% strengthening of the euro as of December 31, 2010,2012, assuming no changes in comparative interest rates, would result in a $4.1$205.3 million increase in the United States dollar cost of the foreign currency denominated ship construction contracts exposed to fluctuations in the euro exchange rate.
Our growing international business operations subject us to an increasing level of foreign currency exchange risk. We transact business in many different foreign currencies and maintain investments in foreign operations which may expose us to financial market risk resulting from fluctuations in foreign currency exchange rates. Movements in foreign currency exchange rates may affect the translated value of our earnings and cash flows. We manage most of this exposure on a consolidated basis, which allows us to take advantage of any natural offsets. Therefore, weakness in one particular currency might be offset by strengths in other currencies over time. Our earnings are also subject to volatility resulting from the remeasurement of net monetary assets and liabilities denominated in a currency other than the United States dollar. To mitigate our foreign currency exchange rate exposure resulting from our net foreign currency denominated monetary assets and liabilities, we denominate a portion of our debt in our subsidiaries' and investments' functional currencies, enter into foreign currency forward contracts and we have historically utilized cross currency swap agreements.
During 2010,2012, we terminated a portion of our foreign currency forward contracts forCelebrity Reflection because their maturity dates were not aligned with the ship's delivery date. The terminated
contracts were designated as cash flow hedges. Simultaneously, we entered into new foreign currency forward contracts that were aligned with the ship's delivery date and designated the contracts as cash flow hedges. We effected the termination of the contracts by entering into offsetting foreign currency forward contracts. Neither the original nor the offsetting foreign currency forward contracts were designated as hedging instruments. As a result, subsequent changes in the fair value of the original and offsetting foreign currency forward contracts were recognized in earnings immediately and were reported withinother income (expense) in our consolidated statements of comprehensive income (loss). We deferred a loss of $10.8 million withinaccumulated other comprehensive income (loss) and a gain of $1.7 million withinproperty and equipment, net for the terminated contracts. During the fourth quarter of 2012, we began recognition of the net deferred loss of $9.1 million as an increase todepreciation expense over the estimated useful life of the vessel.
During 2012, we entered into foreign currency collar options to hedge a portion of our foreign currency exposure on the construction contract price forAnthem of the Seas. These options mature in April 2015 and have an estimated fair value of $9.0 million at December 31, 2012. In addition, to further increase the portion of our €1.0 billion debt that we utilize as a net investment hedge of our euro denominated investments in foreign operations, we terminated our cross currency swap agreements that effectively changed €400.0€150.0 million of theour €1.0 billion debtunsecured senior notes which bear interest at a fixed rate of 5.625%, to $190.9 million with a fixed rate of 5.625% to $509.0 million of debt at a weighted-average fixed rate of 6.625%6.68%. The estimated fair valueUpon termination of these cross currency swap agreements including accrued interest at December 31, 2010, was an assetswaps, we received net cash proceeds of approximately $16.6$9.1 million based onand deferred a loss of $2.6 million withinaccumulated other comprehensive income (loss) which we will recognize withininterest expense, net of capitalized interest over the present value of expected future cash flows. A hypothetical 10% strengtheningremaining life of the euro as of December 31, 2010, assuming no changes in comparative interest rates, would result in an increase in the fair value of the €400.0 million of fixed rate debt by $46.6 million, offset by an increase in the fair value of the cross currency swap agreements of $46.9 million.debt.
Also, we We consider our investments in our foreign operations to be denominated in relatively stable currencies and of a long-term nature. We partially addressmitigate the exposure of our investments in foreign operations by denominating a portion of our debt in our subsidiaries’subsidiaries' and investments’investments' functional currencies. Specifically, we havecurrencies and designating it as a hedge of these subsidiaries and investments. We had assigned debt of approximately €469.3 million, or approximately $628.2 million as a hedge of our net investmentinvestments in foreign operations.Pullmantur and TUI Cruises of approximately €481.7 million and €665.0 million, or approximately $635.1 million and $863.2 million, through December 31, 2012 and 2011, respectively. Accordingly, we have included approximately $12.3$10.1 million of foreign-currency transaction losses in the foreign currency translation adjustment component ofaccumulated other comprehensive income (loss) at December 31, 2010.2012. A hypothetical 10% increase or decrease in the December 31, 2010 foreign currency2012 euro exchange rate would increase or decrease the fair value of our assigned debt by $51.3$68.0 million, which would be offset by a corresponding decrease or increase in the United States dollar value of our net investment.
Our growing international business operations also subject us to an increasing level of Lastly, on a regular basis, we enter into foreign currency forward contracts to minimize 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 2012, we maintained an average of approximately $334.7 million of these foreign currency forward contracts. These instruments are not designated as hedging instruments. Foreign currency forward contract gains of approximately $7.7 million are recognized in earnings withinother income (expense) in our consolidated statements of comprehensive income (loss). This gain offset exchange risk. Movementslosses arising from the remeasurement of monetary assets and liabilities denominated in foreign currency exchange rates may affect the translated valuecurrencies of our earnings and cash flows associated with our international operations.$11.8 million in 2012.
Fuel Price Risk
Our exposure to market risk for changes in fuel prices relates primarily to the consumption of fuel on our ships. Fuel cost (net of the financial impact of fuel swap agreements), as a percentage of our total revenues, was approximately 11.8% in 2012, 10.1% in 2011 and 9.6% in 2010, 10.2% in 2009 and 11.1% in 2008.2010. We use a range of instruments including fuel swap agreements and fuel call options to mitigate the financial impact of fluctuations in fuel prices. During the second quarter of 2010,2012, we terminated 22.9%our remaining fuel call options by selling
offsetting fuel call options in order to adjust the hedged percentage of our projected fuel swap agreements as of June 30, 2010 due to a counterparty no longer meeting our guidelines and entered into new fuel swap agreements with a different counterparty.requirements. Upon termination, of the fuel swaps, we received net cash proceeds of approximately $57.5$10.7 million. Subsequent to the termination, neither the original nor the offsetting fuel call options were designated as hedging instruments and changes in their fair value were recognized in earnings immediately and were reported inother income (expense) in our consolidated statements of comprehensive income (loss).
As of December 31, 2010,2012, we had fuel swap agreements to pay fixed prices for fuel with an aggregate notional amount of approximately $897.5 million,$1.1 billion, maturing through 2013.2016. The fuel swap agreements represent 58% of our projected 2011 fuel requirements, 55% of our projected 20122013 fuel requirements, 45% of our projected 2014 fuel requirements, 25% of our projected 2015 fuel requirements and 22%7% of our projected 20132016 fuel requirements. The estimated fair value of these contracts at December 31, 20102012 was estimated to be an asset of $86.2 million. As of December 31, 2010, we purchased fuel call options on a total of 6.6 million barrels which mature between 2011 and 2013. The fuel call options represent 41% of our projected 2011 fuel requirements, 25% of our projected 2012 fuel requirements and 11% of our projected 2013 fuel requirements. The estimated fair value of these contracts at December 31, 2010 was an asset of approximately $31.7$48.6 million. We estimate that a hypothetical 10% increase in our weighted-average fuel price from that experienced during the year ended December 31, 20102012 would increase our 2011forecasted 2013 fuel cost by approximately $28.0$35.8 million, net of the impact of fuel swap agreements and fuel call options.agreements.
Item 8. Financial Statements and Supplementary Data
Our Consolidated Financial Statements and Quarterly Selected Financial Data are included beginning on page F-1 of this report.
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chairman and Chief Executive Officer and our Executive Vice PresidentChairman and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e), as of the end of the period covered by this report. Based upon such evaluation, our Chairman and Chief Executive Officer and Executive Vice PresidentChairman 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 Executive Vice PresidentChairman and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC’sSEC's rules and forms.
Management’sManagement's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our management, with the participation of our Chairman and Chief Executive Officer and our Executive Vice PresidentChairman and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework inInternal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2010.2012. The effectiveness of our internal control over financial reporting as of December 31, 20102012 has been audited by PricewaterhouseCoopers LLP, the independent registered certified public accounting firm that audited our consolidated financial statements included in this Annual Report on Form 10-K, as stated in its report, which is included herein on page F-2.
Changes in Internal Controls Over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 during the quarter ended December 31, 20102012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there is only the reasonable assurance that our controls will succeed in achieving their goals under all potential future conditions.
None.
Items 10, 11, 12, 13 and 14. Directors, Executive Officers and Corporate Governance, Executive Compensation, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, Certain Relationships and Related Transactions, and Director Independence and Principal Accountant Fees and Services.Services.
The Except for information concerning executive officers (called for by Item 401(b) of Regulation S-K), which is included in Part I of this Annual Report on Form 10-K, the information required by Items 10, 11, 12, 13 and 14 is incorporated herein by reference to the Royal Caribbean Cruises Ltd. definitive proxy statement (the "Proxy Statement") to be filed with the Securities and Exchange Commission notno later than 120 days after the close of the fiscal year, except thatyear. Please refer to the following sections in the Proxy Statement for more information concerningregarding our corporate governance: "Corporate Governance"; "Proposal 1—Election of Directors"; and "Certain Relationships and Related Party Transactions". Copies of the executive officers called forProxy Statement will become available when filed through our Investor Relations website at www.rclinvestor.com (please see "Financial Reports" under "Financial Information"); by Item 401(b) of Regulation S-K is included in Part I of this Annual Report on Form 10-K.contacting our Investor Relations department at 1050 Caribbean Way, Miami, Florida 33132—telephone (305) 982-2625; or by visiting the SEC's website at www.sec.gov.
We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, including our executive officers, and our directors. This document is posted on our website atwww.rclinvestor.com. www.rclinvestor.com. None of the websites referenced in this Annual Report on Form 10-K or the information contained therein is incorporated herein by reference.
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.
None.
(3) Exhibits
The exhibits listed on the accompanying Index to Exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K and such Index to Exhibits is hereby incorporated herein by reference.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ROYAL CARIBBEAN CRUISES LTD. | ||||
(Registrant) | ||||
By: | /s/ BRIAN J. RICE | |||
Brian J. Rice | ||||
Vice | ||||
(Principal Financial Officer and duly authorized signatory) | ||||
February 24, 201125, 2013
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 24, 2011.25, 2013.
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Richard D. Fain Director, Chairman and Chief Executive Officer (Principal Executive Officer) | ||||
/s/ BRIAN J. RICE Brian J. Rice Vice Chairman and Chief Financial Officer (Principal Financial Officer) | ||||
/s/ HENRY L. PUJOL Henry L. Pujol Vice President and Corporate Controller (Principal Accounting Officer) | ||||
* Bernard W. Aronson Director | ||||
* William L. Kimsey Director | ||||
* Ann S. Moore Director | ||||
Gert W. Munthe Director | ||||
* Eyal M. Ofer Director | ||||
* Thomas J. Pritzker Director | ||||
* William K. Reilly Director | ||||
* Bernt Reitan Director | ||||
* Vagn O. Sørensen Director | ||||
* Arne Alexander Wilhelmsen Director | ||||
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| *By: | /s/ BRIAN J. RICE | |||
Brian J. Rice,as Attorney-in-Fact | ||||
Exhibits 10.15 through 10.3110.32 represent management compensatory plans or arrangements.
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| Exhibit | Description | ||
|---|---|---|---|
| 3.1 | —Restated Articles of Incorporation of the Company, as amended (composite) (incorporated by reference to Exhibit 3.1 to the | ||
3.2 | —Amended and Restated By-Laws of the Company | ||
4.1 | —Indenture dated as of July 15, 1994 between the Company, as issuer, and The Bank of New York Trust Company, N.A., successor to NationsBank of Georgia, National Association, as Trustee (incorporated by reference to Exhibit 2.4 to the | ||
4.2 | —Sixth Supplemental Indenture dated as of October 14, 1997 to Indenture dated as of July 15, 1994 between the Company, as issuer, and The Bank of New York Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 2.11 to the | ||
4.3 | — | ||
4.4 | — | ||
4.5 | —Fourteenth Supplemental Indenture dated as of June 12, 2006 to Indenture dated as of July 15, 1994 between the Company, as issuer, and The Bank of New York Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.13 to the | ||
4.6 | —Fifteenth Supplemental Indenture dated as of June 12, 2006 to Indenture dated as of July 15, 1994 between the Company, as issuer, and The Bank of New York Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.14 to the | ||
4.7 | —Form of Indenture dated as of July 31, 2006 between the Company, as issuer, and The Bank of New York Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the | ||
4.8 | —Indenture dated as of January 25, 2007 among the Company, as issuer, The Bank of New York, as trustee, transfer agent, principal paying agent and security registrar, and AIB/BNY Fund Management (Ireland) Limited, as Irish paying agent (incorporated by reference to Exhibit 10.1 to the | ||
| Exhibit | Description | ||
|---|---|---|---|
| 4.9 | — | ||
4.10 | —Second Supplemental Indenture dated as of November 7, 2012 between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Commission on November 7, 2012). | ||
10.1 | —Amended and Restated Registration Rights Agreement dated as of July 30, 1997 among the Company, A. Wilhelmsen AS., Cruise Associates, Monument Capital Corporation, Archinav Holdings, Ltd. and Overseas Cruiseship, Inc. (incorporated by reference to Exhibit 2.20 to the | ||
10.2 | —Assignment and Amendment to the US$ | ||
10.3 | |||
— | |||
10.4 | —Assignment and Amendment Deed to Hull No. | ||
10.5 | —Assignment and Amendment Deed to Hull No. 691 Credit Agreement, dated as of February 17, 2012, among Celebrity Solstice V Inc., the Company and KfW IPEX-BANK GMBH, in its capacity as agent for Hermes, administrative agent and lender (incorporated by reference to Exhibit 10.6 to the Company's 2011 Annual Report on Form 10-K). | ||
10.6 | —Assignment and Amendment No. 4 to Credit Agreement, dated as of March 26, 2012, among Oasis of the Seas Inc., Royal Caribbean Cruises Ltd., the various financial institutions as are | ||
10.7 | —Assignment and Amendment No. 4 to Credit Agreement, dated as of March 26, 2012, among Allure of the Seas Inc., Royal Caribbean Cruises Ltd., the various financial institutions as are parties to the Credit Agreement and Skandinaviska Enskilda Banken AB, as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012). | ||
10.8 | —Hull No. S-697 Credit Agreement, dated as of June 8, 2011, between Company, the Lenders from time to time party thereto and KfW-IPEX-Bank GmbH, as Hermes Agent, Facility Agent and Initial Mandated Lead Arranger, as amended on February 17, 2012 and May 10, 2012 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the Quarterly Period ended June 30, 2012). | ||
| Exhibit | Description | ||
|---|---|---|---|
| 10.9 | —Amendment Agreement in connection with the Credit Agreement in respect of Hull No. S-698, dated as of February 17, 2012, between 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 (incorporated by reference to Exhibit 10.10 to the Company's 2011 Annual Report on Form 10-K). | ||
10.10 | —Office Building Lease Agreement dated July 25, 1989 between Miami-Dade County and the Company, as amended (incorporated by reference to Exhibits 10.116 and 10.117 to the | ||
10.11 | —Office Building Lease Agreement dated January 18, 1994 between Miami-Dade County and the Company (incorporated by reference to Exhibit 2.13 to the | ||
10.12 | —Multi-Tenant Office Lease Agreement dated May 3, 2000, as amended through January 26, 2010, between the Company and RT Miramar II, LLC (incorporated by reference to Exhibit 4.6 to the | ||
10.13 | —Lease Agreement dated January 24, 2005, as amended through March 20, 2006, between the Company and RC Springfield 2007, LLC (formerly Workstage-Oregon, LLC) (incorporated by reference to Exhibit 10.7 to the | ||
10.14 | —Lease dated August 30, 2006 between DV3 Addlestone Limited, RCL Investments Ltd. (formerly Harmony Investments (Global) Limited) and the Company (incorporated by reference to Exhibit 10.12 to the | ||
10.15 | —Royal Caribbean Cruises Ltd. 2000 Stock Award Plan, as | ||
10.16 | —Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan, as amended by Amendment No. 1 dated as of May 20, 2010 (incorporated by reference to Exhibit 10.1 to the | ||
10.17 | —Form of Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan Stock Option Award | ||
10.18 | —Form of Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan Stock Option Award | ||
10.19 | —Form of Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.5 to the |
| Exhibit | Description | ||
|---|---|---|---|
| 10.20 | — | ||
10.21 | —Form of Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan Performance Share Agreement | ||
10.22 | —Employment Agreement dated | ||
10.23 | —Employment Agreement dated December 31, 2012 between the Company and Adam M. | ||
10.24 | —Employment Agreement dated | ||
10.25 | —Employment Agreement dated | ||
10.26 | —Employment Agreement dated | ||
10.27 | —Description of consulting arrangement between the Company and William K. Reilly (incorporated by reference to Exhibit 10.16 to the | ||
10.28 | —Royal Caribbean Cruises Ltd. Executive Short-Term Bonus Plan dated as of September 12, 2008, as amended (incorporated by reference to Exhibit | ||
10.29 | —Royal Caribbean Cruises Ltd. et. al. Non Qualified Deferred Compensation Plan, formerly Royal Caribbean Cruises Ltd. et. al. Non Qualified 401(k) Plan, as amended through November 11, 2008 (incorporated by reference to Exhibit 10.2 to the | ||
10.30 | —Royal Caribbean Cruises Ltd. Supplemental Executive Retirement Plan as amended through November 11, 2008 (incorporated by reference to Exhibit 10.3 to the | ||
10.31 | —Summary of Royal Caribbean Cruises Ltd. Board of Directors | ||
10.32 | —Cruise Policy effective as of October 3, 2007 for Members of the Board of Directors of the Company (incorporated by reference to Exhibit 10.2 to the | ||
12.1 | |||
—Statement regarding computation of fixed charge coverage | |||
21.1 | —List of Subsidiaries* |
| Exhibit | Description | ||
|---|---|---|---|
| 23.1 | — | ||
23.2 | —Consent of Drinker Biddle & Reath | ||
24.1 | —Power of Attorney* | ||
31.1 | |||
—Certification of Richard D. Fain required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of | |||
31.2 | —Certification of Brian J. Rice required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of | ||
32.1 | —Certification of Richard D. Fain and Brian J. Rice pursuant to Section 1350 of Chapter 63 of Title 18 of the United States | ||
Interactive Data File
| 101 | —The following financial statements from Royal Caribbean Cruises | ||||
(i) | the Consolidated Statements of |
| (ii) | the Consolidated Balance Sheets at December 31, |
| (iii) | the Consolidated Statements of Cash Flows for the years ended December 31, |
| (iv) | the Consolidated Statements of |
| (v) | the Notes to the Consolidated Financial Statements, tagged |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Certified Public Accounting Firm
To the Board of Directors and Shareholders
of Royal Caribbean Cruises, Ltd.
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, shareholders’comprehensive income (loss), shareholders' equity and cash flows present fairly, in all material respects, the financial position of Royal Caribbean Cruises, Ltd. and its subsidiaries at December 31, 20102012 and 2009,2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 20102012 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010,2012, based on criteria established inInternal Control - Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’sCompany's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’sManagement's Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements and on the Company’sCompany's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’scompany's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’scompany's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’scompany's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Miami, Florida
February 25, 2013
February 24, 2011
CONSOLIDATED STATEMENTS OF OPERATIONSCOMPREHENSIVE INCOME (LOSS)
| | Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| | 2012 | 2011 | 2010 | |||||||
| | (in thousands, except per share data) | |||||||||
Passenger ticket revenues | $ | 5,594,595 | $ | 5,525,904 | $ | 4,908,644 | ||||
Onboard and other revenues | 2,093,429 | 2,011,359 | 1,843,860 | |||||||
Total revenues | 7,688,024 | 7,537,263 | 6,752,504 | |||||||
Cruise operating expenses: | ||||||||||
Commissions, transportation and other | 1,289,255 | 1,299,713 | 1,175,522 | |||||||
Onboard and other | 529,453 | 535,501 | 480,564 | |||||||
Payroll and related | 828,198 | 825,676 | 767,586 | |||||||
Food | 449,649 | 424,308 | 388,205 | |||||||
Fuel | 909,691 | 764,758 | 646,998 | |||||||
Other operating | 1,151,188 | 1,092,651 | 999,201 | |||||||
Total cruise operating expenses | 5,157,434 | 4,942,607 | 4,458,076 | |||||||
Marketing, selling and administrative expenses | 1,011,543 | 960,602 | 848,079 | |||||||
Depreciation and amortization expenses | 730,493 | 702,426 | 643,716 | |||||||
Impairment of Pullmantur related assets | 385,444 | — | — | |||||||
| 7,284,914 | 6,605,635 | 5,949,871 | ||||||||
Operating Income | 403,110 | 931,628 | 802,633 | |||||||
Other income (expense): | ||||||||||
Interest income | 21,331 | 25,318 | 9,243 | |||||||
Interest expense, net of interest capitalized | (355,785 | ) | (382,416 | ) | (371,207 | ) | ||||
Extinguishment of unsecured senior notes | (7,501 | ) | — | — | ||||||
Other (expense) income (including in 2012 $28.5 million net deferred tax expense related to the Pullmantur impairment) | (42,868 | ) | 32,891 | 74,984 | ||||||
| (384,823 | ) | (324,207 | ) | (286,980 | ) | |||||
Net Income | $ | 18,287 | $ | 607,421 | $ | 515,653 | ||||
Basic Earnings per Share: | ||||||||||
Net income | $ | 0.08 | $ | 2.80 | $ | 2.40 | ||||
Diluted Earnings per Share: | ||||||||||
Net income | $ | 0.08 | $ | 2.77 | $ | 2.37 | ||||
Comprehensive Income (Loss) | ||||||||||
Net Income | $ | 18,287 | $ | 607,421 | $ | 515,653 | ||||
Other comprehensive income (loss): | ||||||||||
Foreign currency translation adjustments | (2,764 | ) | (18,200 | ) | (29,065 | ) | ||||
Change in defined benefit plans | (4,567 | ) | (6,698 | ) | (5,422 | ) | ||||
Loss on cash flow derivative hedges | (51,247 | ) | (76,106 | ) | (123,180 | ) | ||||
Total other comprehensive loss | (58,578 | ) | (101,004 | ) | (157,667 | ) | ||||
Comprehensive (Loss) Income | $ | (40,291 | ) | $ | 506,417 | $ | 357,986 | |||
| Year Ended December 31, | ||||||||||||
| 2010 | 2009 | 2008 | ||||||||||
| (in thousands, except per share data) | ||||||||||||
Passenger ticket revenues | $ | 4,908,644 | $ | 4,205,709 | $ | 4,730,289 | ||||||
Onboard and other revenues | 1,843,860 | 1,684,117 | 1,802,236 | |||||||||
Total revenues | 6,752,504 | 5,889,826 | 6,532,525 | |||||||||
Cruise operating expenses: | ||||||||||||
Commissions, transportation and other | 1,175,522 | 1,028,867 | 1,192,316 | |||||||||
Onboard and other | 480,564 | 457,772 | 458,385 | |||||||||
Payroll and related | 767,586 | 681,852 | 657,721 | |||||||||
Food | 388,205 | 345,272 | 342,620 | |||||||||
Fuel | 646,998 | 600,203 | 722,007 | |||||||||
Other operating | 999,201 | 957,136 | 1,030,617 | |||||||||
Total cruise operating expenses | 4,458,076 | 4,071,102 | 4,403,666 | |||||||||
Marketing, selling and administrative expenses | 848,079 | 761,999 | 776,522 | |||||||||
Depreciation and amortization expenses | 643,716 | 568,214 | 520,353 | |||||||||
| 5,949,871 | 5,401,315 | 5,700,541 | ||||||||||
Operating Income | 802,633 | 488,511 | 831,984 | |||||||||
Other income (expense): | ||||||||||||
Interest income | 9,243 | 7,016 | 14,116 | |||||||||
Interest expense, net of interest capitalized | (339,393 | ) | (300,012 | ) | (327,312 | ) | ||||||
Other income (expense) | 74,984 | (33,094 | ) | 54,934 | ||||||||
| (255,166 | ) | (326,090 | ) | (258,262 | ) | |||||||
Net Income | $ | 547,467 | $ | 162,421 | $ | 573,722 | ||||||
Basic Earnings per Share: | ||||||||||||
Net income | $ | 2.55 | $ | 0.76 | $ | 2.69 | ||||||
Diluted Earnings per Share: | ||||||||||||
Net income | $ | 2.51 | $ | 0.75 | $ | 2.68 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED BALANCE SHEETS
| | As of December 31, | ||||||
|---|---|---|---|---|---|---|---|
| | 2012 | 2011 | |||||
| | (in thousands, except share data) | ||||||
Assets | |||||||
Current assets | |||||||
Cash and cash equivalents | $ | 194,855 | $ | 262,186 | |||
Trade and other receivables, net | 281,421 | 292,447 | |||||
Inventories | 146,295 | 144,553 | |||||
Prepaid expenses and other assets | 207,662 | 185,460 | |||||
Derivative financial instruments | 57,827 | 84,642 | |||||
Total current assets | 888,060 | 969,288 | |||||
Property and equipment, net | 17,451,034 | 16,934,817 | |||||
Goodwill | 432,975 | 746,537 | |||||
Other assets | 1,055,861 | 1,153,763 | |||||
| $ | 19,827,930 | $ | 19,804,405 | ||||
Liabilities and Shareholders' Equity | |||||||
Current liabilities | |||||||
Current portion of long-term debt | $ | 1,519,483 | $ | 638,891 | |||
Accounts payable | 351,587 | 304,623 | |||||
Accrued interest | 106,366 | 123,853 | |||||
Accrued expenses and other liabilities | 541,722 | 564,272 | |||||
Customer deposits | 1,546,993 | 1,436,003 | |||||
Total current liabilities | 4,066,151 | 3,067,642 | |||||
Long-term debt | 6,970,464 | 7,856,962 | |||||
Other long-term liabilities | 482,566 | 471,978 | |||||
Commitments and contingencies (Note 14) | |||||||
Shareholders' equity | |||||||
Preferred stock ($0.01 par value; 20,000,000 shares authorized; none outstanding) | — | — | |||||
Common stock ($0.01 par value; 500,000,000 shares authorized; 229,080,109 and 227,366,165 shares issued, December 31, 2012 and December 31, 2011, respectively) | 2,291 | 2,276 | |||||
Paid-in capital | 3,109,887 | 3,071,759 | |||||
Retained earnings | 5,744,791 | 5,823,430 | |||||
Accumulated other comprehensive loss | (134,516 | ) | (75,938 | ) | |||
Treasury stock (10,308,683 common shares at cost, December 31, 2012 and December 31, 2011) | (413,704 | ) | (413,704 | ) | |||
Total shareholders' equity | 8,308,749 | 8,407,823 | |||||
| $ | 19,827,930 | $ | 19,804,405 | ||||
| As of December 31, | ||||||||
| 2010 | 2009 | |||||||
| (in thousands, except share data) | ||||||||
Assets | ||||||||
Current assets | ||||||||
Cash and cash equivalents | $ | 419,929 | $ | 284,619 | ||||
Trade and other receivables, net | 266,710 | 338,804 | ||||||
Inventories | 126,797 | 107,877 | ||||||
Prepaid expenses and other assets | 145,144 | 180,997 | ||||||
Derivative financial instruments | 56,491 | 114,094 | ||||||
Total current assets | 1,015,071 | 1,026,391 | ||||||
Property and equipment, net | 16,769,181 | 15,268,053 | ||||||
Goodwill | 759,328 | 792,373 | ||||||
Other assets | 1,151,324 | 1,146,677 | ||||||
| $ | 19,694,904 | $ | 18,233,494 | |||||
Liabilities and Shareholders’ Equity | ||||||||
Current liabilities | ||||||||
Current portion of long-term debt | $ | 1,198,929 | $ | 756,215 | ||||
Accounts payable | 249,047 | 264,554 | ||||||
Accrued interest | 160,906 | 147,547 | ||||||
Accrued expenses and other liabilities | 552,543 | 521,190 | ||||||
Customer deposits | 1,283,073 | 1,059,524 | ||||||
Total current liabilities | 3,444,498 | 2,749,030 | ||||||
Long-term debt | 7,951,187 | 7,663,555 | ||||||
Other long-term liabilities | 356,717 | 321,192 | ||||||
Commitments and contingencies (Note 14) | ||||||||
Shareholders’ equity | ||||||||
Preferred stock ($0.01 par value; 20,000,000 shares authorized; none outstanding) | — | — | ||||||
Common stock ($0.01 par value; 500,000,000 shares authorized; 226,211,731 and 224,258,247 shares issued, December 31, 2010 and December 31, 2009, respectively) | 2,262 | 2,243 | ||||||
Paid-in capital | 3,027,130 | 2,973,495 | ||||||
Retained earnings | 5,301,748 | 4,754,950 | ||||||
Accumulated other comprehensive income | 25,066 | 182,733 | ||||||
Treasury stock (10,308,683 common shares at cost, December 31, 2010 and December 31, 2009) | (413,704 | ) | (413,704 | ) | ||||
Total shareholders’ equity | 7,942,502 | 7,499,717 | ||||||
| $ | 19,694,904 | $ | 18,233,494 | |||||
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| | 2012 | 2011 | 2010 | |||||||
| | (in thousands) | |||||||||
Operating Activities | ||||||||||
Net income | $ | 18,287 | $ | 607,421 | $ | 515,653 | ||||
Adjustments: | ||||||||||
Depreciation and amortization | 730,493 | 702,426 | 643,716 | |||||||
Impairment of Pullmantur related assets | 385,444 | — | — | |||||||
Net deferred tax expense related to Pullmantur impairment | 28,488 | — | — | |||||||
Loss (gain) on fuel call options | 5,651 | (18,920 | ) | 2,826 | ||||||
Loss on extinguishment of unsecured senior notes | 7,501 | — | — | |||||||
Changes in operating assets and liabilities: | ||||||||||
Decrease in trade and other receivables, net | 8,026 | 87,872 | 146,498 | |||||||
Increase in inventories | (1,645 | ) | (18,423 | ) | (20,274 | ) | ||||
Increase in prepaid expenses and other assets | (1,614 | ) | (17,052 | ) | (10,954 | ) | ||||
Increase (decrease) in accounts payable | 36,602 | 56,755 | (15,507 | ) | ||||||
(Decrease) increase in accrued interest | (15,786 | ) | (28,553 | ) | 13,359 | |||||
Increase in accrued expenses and other liabilities | 33,060 | 25,318 | 71,969 | |||||||
Increase in customer deposits | 103,733 | 19,482 | 135,975 | |||||||
Cash received on settlement of derivative financial instruments | 69,684 | 12,200 | 172,993 | |||||||
Dividends received from unconsolidated affiliate | — | 21,147 | — | |||||||
Other, net | (26,190 | ) | 6,066 | 6,765 | ||||||
Net cash provided by operating activities | 1,381,734 | 1,455,739 | 1,663,019 | |||||||
Investing Activities | ||||||||||
Purchases of property and equipment | (1,291,499 | ) | (1,173,626 | ) | (2,187,189 | ) | ||||
Cash (paid) received on settlement of derivative financial instruments | (10,886 | ) | 16,307 | (91,325 | ) | |||||
Loan to unconsolidated affiliate | — | (110,660 | ) | — | ||||||
Cash payments received on loan to unconsolidated affiliate | 23,512 | — | — | |||||||
Proceeds from sale of ships | 9,811 | 345,000 | — | |||||||
Other, net | 5,739 | (1,586 | ) | (9,404 | ) | |||||
Net cash (used in) investing activities | (1,263,323 | ) | (924,565 | ) | (2,287,918 | ) | ||||
Financing Activities | ||||||||||
Debt proceeds | 2,558,474 | 1,578,368 | 2,420,262 | |||||||
Debt issuance costs | (75,839 | ) | (84,381 | ) | (90,782 | ) | ||||
Repayments of debt | (2,216,701 | ) | (2,179,046 | ) | (1,600,265 | ) | ||||
Extinguishment of unsecured senior notes | (344,589 | ) | — | — | ||||||
Dividends paid | (117,707 | ) | (21,707 | ) | — | |||||
Proceeds from exercise of common stock options | 15,146 | 19,463 | 26,158 | |||||||
Other, net | 1,599 | 10,788 | 1,587 | |||||||
Net cash (used in) provided by financing activities | (179,617 | ) | (676,515 | ) | 756,960 | |||||
Effect of exchange rate changes on cash | (6,125 | ) | (12,402 | ) | 3,249 | |||||
Net (decrease) increase in cash and cash equivalents | (67,331 | ) | (157,743 | ) | 135,310 | |||||
Cash and cash equivalents at beginning of year | 262,186 | 419,929 | 284,619 | |||||||
Cash and cash equivalents at end of year | $ | 194,855 | $ | 262,186 | $ | 419,929 | ||||
Supplemental Disclosures | ||||||||||
Cash paid during the year for: | ||||||||||
Interest, net of amount capitalized | $ | 341,047 | $ | 360,892 | $ | 297,477 | ||||
| Year Ended December 31, | ||||||||||||
| 2010 | 2009 | 2008 | ||||||||||
| (in thousands) | ||||||||||||
Operating Activities | ||||||||||||
Net income | $ | 547,467 | $ | 162,421 | $ | 573,722 | ||||||
Adjustments: | ||||||||||||
Depreciation and amortization | 643,716 | 568,214 | 520,353 | |||||||||
Changes in operating assets and liabilities: | ||||||||||||
Decrease (increase) in trade and other receivables, net | 146,498 | (3,633 | ) | 28,150 | ||||||||
Increase in inventories | (20,274 | ) | (11,295 | ) | (140 | ) | ||||||
(Increase) decrease in prepaid expenses and other assets | (10,954 | ) | (3,085 | ) | 12,884 | |||||||
(Decrease) increase in accounts payable | (15,507 | ) | 16,424 | 22,322 | ||||||||
Increase (decrease) in accrued interest | 13,359 | 18,668 | (3,571 | ) | ||||||||
Increase in accrued expenses and other liabilities | 72,161 | 15,391 | 39,766 | |||||||||
Increase (decrease) in customer deposits | 135,975 | 32,038 | (118,541 | ) | ||||||||
Cash received on settlement of derivative financial instruments | 172,993 | — | — | |||||||||
Other, net | (22,415 | ) | 49,738 | (3,690 | ) | |||||||
Net cash provided by operating activities | 1,663,019 | 844,881 | 1,071,255 | |||||||||
Investing Activities | ||||||||||||
Purchases of property and equipment | (2,187,189 | ) | (2,477,549 | ) | (2,223,534 | ) | ||||||
Cash (paid) received on settlement of derivative financial instruments | (91,325 | ) | 110,830 | 269,815 | ||||||||
Loans and equity contributions to unconsolidated affiliates | — | (181,683 | ) | (52,323 | ) | |||||||
Proceeds from sale ofCelebrity Galaxy | — | 290,928 | — | |||||||||
Proceeds from sale of investment in Island Cruises | — | — | 51,400 | |||||||||
Other, net | (9,404 | ) | (16,983 | ) | (22,607 | ) | ||||||
Net cash used in investing activities | (2,287,918 | ) | (2,274,457 | ) | (1,977,249 | ) | ||||||
Financing Activities | ||||||||||||
Proceeds from issuance of debt | 2,420,262 | 2,317,158 | 2,223,402 | |||||||||
Debt issuance costs | (90,782 | ) | (61,157 | ) | (23,872 | ) | ||||||
Repayments of debt | (1,600,265 | ) | (948,467 | ) | (987,547 | ) | ||||||
Dividends paid | — | — | (128,045 | ) | ||||||||
Proceeds from exercise of common stock options | 26,158 | 569 | 3,817 | |||||||||
Other, net | 1,587 | 4,103 | (4,369 | ) | ||||||||
Net cash provided by financing activities | 756,960 | 1,312,206 | 1,083,386 | |||||||||
Effect of exchange rate changes on cash | 3,249 | (889 | ) | (5,298 | ) | |||||||
Net increase (decrease) in cash and cash equivalents | 135,310 | (118,259 | ) | 172,094 | ||||||||
Cash and cash equivalents at beginning of year | 284,619 | 402,878 | 230,784 | |||||||||
Cash and cash equivalents at end of year | $ | 419,929 | $ | 284,619 | $ | 402,878 | ||||||
Supplemental Disclosures | ||||||||||||
Cash paid during the year for: | ||||||||||||
Interest, net of amount capitalized | $ | 297,477 | $ | 288,458 | $ | 321,206 | ||||||
Non-cash Investing Transactions | ||||||||||||
We accrued for purchases of property and equipment paid in 2009 | $ | — | $ | — | $ | 63,857 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’SHAREHOLDERS' EQUITY
| | Common Stock | Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total Shareholders' Equity | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | (in thousands) | ||||||||||||||||||
Balances at January 1, 2010 | $ | 2,243 | $ | 2,973,495 | $ | 4,745,014 | $ | 182,733 | $ | (413,704 | ) | $ | 7,489,781 | ||||||
Issuance under employee related plans | 19 | 53,635 | — | — | — | 53,654 | |||||||||||||
Dividends declared by Pullmantur Air, S.A.(1) | — | — | (669 | ) | — | — | (669 | ) | |||||||||||
Changes related to cash flow derivative hedges | — | — | — | (123,180 | ) | — | (123,180 | ) | |||||||||||
Change in defined benefit plans | — | — | — | (5,422 | ) | — | (5,422 | ) | |||||||||||
Foreign currency translation adjustments | — | — | — | (29,065 | ) | — | (29,065 | ) | |||||||||||
Net income | — | — | 515,653 | — | — | 515,653 | |||||||||||||
Balances at December 31, 2010 | $ | 2,262 | $ | 3,027,130 | $ | 5,259,998 | $ | 25,066 | $ | (413,704 | ) | $ | 7,900,752 | ||||||
Issuance under employee related plans | 14 | 44,629 | — | — | — | 44,643 | |||||||||||||
Common Stock dividends | — | — | (43,435 | ) | — | — | (43,435 | ) | |||||||||||
Dividends declared by Pullmantur Air, S.A.(1) | — | — | (554 | ) | — | — | (554 | ) | |||||||||||
Changes related to cash flow derivative hedges | — | — | — | (76,106 | ) | — | (76,106 | ) | |||||||||||
Change in defined benefit plans | — | — | — | (6,698 | ) | — | (6,698 | ) | |||||||||||
Foreign currency translation adjustments | — | — | — | (18,200 | ) | — | (18,200 | ) | |||||||||||
Net income | — | — | 607,421 | — | — | 607,421 | |||||||||||||
Balances at December 31, 2011 | $ | 2,276 | $ | 3,071,759 | $ | 5,823,430 | $ | (75,938 | ) | $ | (413,704 | ) | $ | 8,407,823 | |||||
Issuance under employee related plans | 15 | 38,128 | — | — | — | 38,143 | |||||||||||||
Common Stock dividends | — | — | (95,979 | ) | — | — | (95,979 | ) | |||||||||||
Dividends declared by Pullmantur Air, S.A.(1) | — | — | (947 | ) | — | — | (947 | ) | |||||||||||
Changes related to cash flow derivative hedges | — | — | — | (51,247 | ) | — | (51,247 | ) | |||||||||||
Change in defined benefit plans | — | �� | — | — | (4,567 | ) | — | (4,567 | ) | ||||||||||
Foreign currency translation adjustments | — | — | — | (2,764 | ) | — | (2,764 | ) | |||||||||||
Net income | — | — | 18,287 | — | — | 18,287 | |||||||||||||
Balances at December 31, 2012 | $ | 2,291 | $ | 3,109,887 | $ | 5,744,791 | $ | (134,516 | ) | $ | (413,704 | ) | $ | 8,308,749 | |||||
| Common Stock | Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total Shareholders’ Equity | |||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||
Balances at January 1, 2008 | 2,235 | 2,942,935 | 4,114,877 | 120,955 | (423,659 | ) | 6,757,343 | |||||||||||||||||
Issuance under employee related plans | 4 | 9,605 | — | — | (701 | ) | 8,908 | |||||||||||||||||
Common stock dividends | — | — | (96,070 | ) | — | — | (96,070 | ) | ||||||||||||||||
Changes related to cash flow derivative hedges | — | — | — | (430,051 | ) | — | (430,051 | ) | ||||||||||||||||
Change in defined benefit plans | — | — | — | (2,835 | ) | — | (2,835 | ) | ||||||||||||||||
Foreign currency translation adjustments | — | — | — | (8,005 | ) | — | (8,005 | ) | ||||||||||||||||
Net income | — | — | 573,722 | — | — | 573,722 | ||||||||||||||||||
Balances at December 31, 2008 | 2,239 | 2,952,540 | 4,592,529 | (319,936 | ) | (424,360 | ) | 6,803,012 | ||||||||||||||||
Issuance under employee related plans | 4 | 20,955 | — | — | — | 20,959 | ||||||||||||||||||
Distribution of Rabbi Trust shares | — | — | — | — | 10,656 | 10,656 | ||||||||||||||||||
Changes related to cash flow derivative hedges | — | — | — | 458,220 | — | 458,220 | ||||||||||||||||||
Change in defined benefit plans | — | — | — | (2,562 | ) | — | (2,562 | ) | ||||||||||||||||
Foreign currency translation adjustments | — | — | — | 47,011 | — | 47,011 | ||||||||||||||||||
Net income | — | — | 162,421 | — | — | 162,421 | ||||||||||||||||||
Balances at December 31, 2009 | 2,243 | 2,973,495 | 4,754,950 | 182,733 | (413,704 | ) | 7,499,717 | |||||||||||||||||
Issuance under employee related plans | 19 | 53,635 | — | — | — | 53,654 | ||||||||||||||||||
Dividends declared by Pullmantur Air, S.A.1 | — | — | (669 | ) | — | — | (669 | ) | ||||||||||||||||
Changes related to cash flow derivative hedges | — | — | — | (123,180 | ) | — | (123,180 | ) | ||||||||||||||||
Change in defined benefit plans | — | — | — | (5,422 | ) | — | (5,422 | ) | ||||||||||||||||
Foreign currency translation adjustments | — | — | — | (29,065 | ) | — | (29,065 | ) | ||||||||||||||||
Net income | — | — | 547,467 | — | — | 547,467 | ||||||||||||||||||
Balances at December 31, 2010 | $ | 2,262 | $ | 3,027,130 | $ | 5,301,748 | $ | 25,066 | $ | (413,704 | ) | $ | 7,942,502 | |||||||||||
|
Comprehensive income is as follows (in thousands):
| Year Ended December 31, | ||||||||||||
| 2010 | 2009 | 2008 | ||||||||||
Net income | $ | 547,467 | $ | 162,421 | $ | 573,722 | ||||||
Changes related to cash flow derivative hedges | (123,180 | ) | 458,220 | (430,051 | ) | |||||||
Change in defined benefit plans | (5,422 | ) | (2,562 | ) | (2,835 | ) | ||||||
Foreign currency translation adjustments | (29,065 | ) | 47,011 | (8,005 | ) | |||||||
Total comprehensive income | $ | 389,800 | $ | 665,090 | $ | 132,831 | ||||||
The following tables summarize activity in accumulated other comprehensive income (loss) related to derivatives designated as cash flow hedges, change in defined benefit plans and the foreign currency translation adjustments (in thousands):
| | Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| | 2012 | 2011 | 2010 | |||||||
Accumulated net gain (loss) on cash flow derivative hedges at beginning of year | $ | (33,258 | ) | $ | 42,848 | $ | 166,028 | |||
Net (loss) gain on cash flow derivative hedges | 58,138 | 70,480 | (54,877 | ) | ||||||
Net (gain) loss reclassified into earnings | (109,385 | ) | (146,586 | ) | (68,303 | ) | ||||
Accumulated net gain (loss) on cash flow derivative hedges at end of year | $ | (84,505 | ) | $ | (33,258 | ) | $ | 42,848 | ||
| | Changes related to cash flow derivative hedges | Change in defined benefit plans | Foreign currency translation adjustments | Accumulated other comprehensive income (loss) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Accumulated other comprehensive gain at beginning of the year | $ | (33,258 | ) | $ | (30,256 | ) | $ | (12,424 | ) | $ | (75,938 | ) | |
Current-period change | (51,247 | ) | (4,567 | ) | (2,764 | ) | (58,578 | ) | |||||
Accumulated other comprehensive gain at end of year | $ | (84,505 | ) | $ | (34,823 | ) | $ | (15,188 | ) | $ | (134,516 | ) | |
| Year Ended December 31, | ||||||||||||
| 2010 | 2009 | 2008 | ||||||||||
Accumulated net gain (loss) on cash flow derivative hedges at beginning of year | $ | 166,028 | $ | (292,192 | ) | $ | 137,859 | |||||
Net (loss) gain on cash flow derivative hedges | (54,877 | ) | 376,128 | (374,810 | ) | |||||||
Net (gain) loss reclassified into earnings | (68,303 | ) | 82,092 | (55,241 | ) | |||||||
Accumulated net gain (loss) on cash flow derivative hedges at end of year | $ | 42,848 | $ | 166,028 | $ | (292,192 | ) | |||||
| Changes related to cash flow derivative hedges | Change in defined benefit plans | Foreign currency translation adjustments | Accumulated other comprehensive income (loss) | |||||||||||||
Accumulated other comprehensive gain at beginning of the year | $ | 166,028 | $ | (18,136 | ) | $ | 34,841 | $ | 182,733 | |||||||
Current-period change | (123,180 | ) | (5,422 | ) | (29,065 | ) | (157,667 | ) | ||||||||
Accumulated other comprehensive gain at end of year | $ | 42,848 | $ | (23,558 | ) | $ | 5,776 | $ | 25,066 | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1.General
Description of Business
We are a global cruise company. We own five cruise brands, Royal Caribbean International, Celebrity Cruises, Pullmantur, Azamara Club Cruises, and CDF Croisières de France withand a 50% joint venture interest in TUI Cruises. Together, these six brands operate a combined total41 ships as of 40 ships in operation at December 31, 2010.2012. Our ships operate on a selection of worldwide itineraries that call on approximately 420 destinations. We also have a 50% investment in a joint venture which operates the brand TUI Cruises with TUI AG, a German-based multinational travel and tourism company.455 destinations on all seven continents.
Basis for Preparation of Consolidated Financial Statements
The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.America ("GAAP"). Estimates are required for the preparation of financial statements in accordance with these principles. Actual results could differ from these estimates.
All significant intercompany accounts and transactions are eliminated in consolidation. We consolidate entities over which we have control, usually evidenced by a direct ownership interest of greater than 50%, and variable interest entities where we are determined to be the primary beneficiary. See Note 6.Other Assets for further information regarding our variable interest entities. For affiliates we do not control but over which we have significant influence on financial and operating policies, usually evidenced by a direct ownership interest from 20% to 50%, the investment is accounted for using the equity method. We consolidate the operating results of Pullmantur and its wholly-owned subsidiary, CDF Croisières de France, on a two-month lag to allow for more timely preparation of our consolidated financial statements. No material events or transactions affecting Pullmantur and its wholly-owned subsidiary,or CDF Croisières de France have occurred during the two-month lag period of November 2012 and December 2012 that would require disclosure or adjustment to our consolidated financial statements as of December 31, 2010,2012, except for the saleimpairment ofBleu De France, Pullmantur related assets, as described in Note 3.Goodwill, Note 4.Intangible Assets, Note 5.Property and Equipment.EquipmentWe consolidate entities over which we have control, usually evidenced by a direct ownership interest of greater than 50% and variable interest entities where we are determined to be the primary beneficiary. See Note 6.12.Other AssetsIncome Taxes.for further information regarding our variable interest entities. For affiliates where significant influence over financial and operating policies exists, usually evidenced by a direct ownership interest from 20% to 50%, the investment is accounted for using the equity method.
Note 2.Summary of Significant Accounting Policies
Revenues and Expenses
Deposits received on sales of passenger cruises are initially recorded as customer deposit liabilities on our balance sheet. Customer deposits are subsequently recognized as passenger ticket revenues, together with revenues from onboard and other goods and services and all associated direct costs of a voyage, upon completion of voyages with durations of ten days or less, and on a pro-rata basis for voyages in excess of ten days. Revenues and expenses include taxes assessed by governmental authoritiesport costs that are directly imposed on a revenue-producing transaction between a seller and a customer.vary with guest head counts. The amounts of such port costs included in passenger ticket revenues on a gross basis were $398.0$459.8 million, $303.2$442.9 million and $213.4$398.0 million for the years 2010, 20092012, 2011 and 2008,2010, respectively.
Cash and Cash Equivalents
Cash and cash equivalents include cash and marketable securities with original maturities of less than 90 days.
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 2.Summary of Significant Accounting Policies (Continued)
Inventories
Inventories consist of provisions, supplies and fuel carried at the lower of cost (weighted-average) or market.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and amortization. We capitalize interest as part of the cost of acquiring certain assets. Improvement costs that we believe add value to our ships are capitalized as additions to the ship and depreciated over the improvements’shorter of the improvements' estimated useful lives.lives or that of the associated ship. The estimated cost and accumulated depreciation of replaced or refurbished ship components are written off and any resulting losses are recognized in cruise operating expenses. Liquidated damages received from shipyards as a result of the late delivery of a new ship are recorded as reductions to the cost basis of the ship.
Depreciation of property and equipment is computed using the straight-line method over the estimated useful life of the asset. The useful lives of primarilyour ships are generally 30 years, for ships, net of a 15% projected residual value. The 30 year useful life of our newly constructed ships and 15% associated residual value and three to 40 years for other property and equipment.are both based on the weighted-average of all major components of a ship. Depreciation for assets under capital leases and leasehold improvements is computed using the shorter of the lease term or related asset life. (See Note 5.Property and Equipment.)
Depreciation of property and equipment is computed utilizing the following useful lives:
| Years | ||
|---|---|---|
Ships | 30 | |
Ship improvements | 3-20 | |
Buildings and improvements | 10-40 | |
Computer hardware and software | 3-5 | |
Transportation equipment and other | 3-30 | |
Leasehold improvements | Shorter of remaining lease term or useful life 3-30 |
We review long-lived assets for impairment whenever events or changes in circumstances indicate, based on estimated undiscounted future cash flows, that the carrying amount of these assets may not be fully recoverable. We evaluate asset impairment in accordance with ASC 360-10-35-23 (Property, Plant and Equipment), which requires that, for purposes of recognition and measurement of an impairment loss, long-lived assets be grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The lowest level for which we maintain identifiable cash flows that are independent of the cash flows of other assets and liabilities is at the ship level for our ships and at the aggregated asset group level for our aircraft.
We use the deferral method to account for drydocking costs. Under the deferral method, drydocking costs incurred are deferred and charged to expense on a straight-line basis over the period to the next scheduled drydock, which we estimate to be a period of thirty to sixty months based on the vessel’svessel's age as required by class.Class. Deferred drydock costs consist of the costs to drydock the vessel and other costs incurred in connection with the drydock which are necessary to maintain the vessel’svessel's Class
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 2.Summary of Significant Accounting Policies (Continued)
certification. Class certification is necessary in order for our cruise ships to be flagged in a specific country, obtain liability insurance and legally operate as passenger cruise ships. The activities associated with those drydocking costs cannot be performed while the vessel is in service and, as such, are done during a drydock as a planned major maintenance activity. The significant deferred drydock costs consist of hauling and wharfage services provided by the drydock facility, hull inspection and related activities (e.g. scraping, pressure cleaning, bottom painting), maintenance to steering propulsion, stabilizers, thruster equipment and ballast tanks, port services such as tugs, pilotage and line handling, and freight associated with these items. We perform a detailed analysis of the various activities performed for each drydock and only defer those costs that are directly related to planned major maintenance activities necessary to maintain Class. The costs deferred are not otherwise routinely periodically performed to maintain a vessel’svessel's designed and intended operating capability. Repairs and maintenance activities are charged to expense as incurred.
Goodwill
Goodwill represents the excess of cost over the fair value of net tangible and identifiable intangible assets acquired. We review goodwill for impairment at the reporting unit level annually or, when events or circumstances dictate, more frequently. The impairment review for goodwill consists of a two-qualitative assessment of whether it is more-likely-than-not that a reporting unit's fair value is less than its carrying amount, and if necessary, a two-step goodwill impairment test. Factors to consider when performing the qualitative assessment include general economic conditions, limitations on accessing capital, changes in forecasted operating results, changes in fuel prices and fluctuations in foreign exchange rates. If the qualitative assessment demonstrates that it is more-likely-than-not that the estimated fair value of the reporting unit exceeds its carrying value, it is not necessary to perform the two-step goodwill impairment test. We may elect to bypass the qualitative assessment and proceed directly to step process of first determiningone, for any reporting unit, in any period. We can resume the qualitative assessment for any reporting unit in any subsequent period. When performing the two-step goodwill impairment test, the fair value of the reporting unit is determined and comparing itcompared to the carrying value of the net assets allocated to the reporting unit. If the fair value of the reporting unit exceeds theits carrying value, no further analysis or write-down of goodwill is required. If the fair value of the reporting unit is less than the carrying value of theits net assets, the implied fair value of the reporting unit is allocated to all theits underlying assets and liabilities, including both recognized and unrecognized tangible and intangible assets, based on their fair value. If necessary, goodwill is then written down to its implied fair value.
Intangible Assets
In connection with our acquisitions, we have acquired certain intangible assets of which value has been assigned to them based on our estimates. Intangible assets that are deemed to have an indefinite life are not amortized, but are subject to an annual impairment test, or when events or circumstances dictate, more frequently. The indefinite-life intangible asset impairment test consists of a comparison of the fair value of the indefinite-life intangible asset with its carrying amount. If the carrying amount exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. If the fair value exceeds its carrying amount, the indefinite-life intangible asset is not considered impaired.
Other intangible assets assigned finite useful lives are amortized on a straight-line basis over their estimated useful lives.
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 2.Summary of Significant Accounting Policies (Continued)
Contingencies — Litigation—Litigation
On an ongoing basis, we assess the potential liabilities related to any lawsuits or claims brought against us. While it is typically very difficult to determine the timing and ultimate outcome of such actions, we use our best judgment to determine if it is probable that we will incur an expense related to the settlement or final adjudication of such matters and whether a reasonable estimation of such probable loss, if any, can be made. In assessing probable losses, we take into consideration estimates of the amount of insurance recoveries, if any. We accrue a liability when we believe a loss is probable and the amount of loss can be reasonably estimated. Due to the inherent uncertainties related to the eventual outcome of litigation and potential insurance recoveries, it is possible that certain matters may be resolved for amounts materially different from any provisions or disclosures that we have previously made.
Advertising Costs
Advertising costs are expensed as incurred except those costs which result in tangible assets, such as brochures, which are treated as prepaid expenses and charged to expense as consumed. Advertising costs consist of media advertising as well as brochure, production and direct mail costs. Media advertising was $166.0$200.9 million, $152.2$193.7 million and $152.5$166.0 million, and brochure, production and direct mail costs were $104.1$130.4 million, $92.0$124.3 million and $100.0$104.1 million for the years 2010, 20092012, 2011 and 2008,2010, respectively.
Derivative Instruments
We enter into various forward, swap and option contracts to manage our interest rate exposure and to limit our exposure to fluctuations in foreign currency exchange rates and fuel prices. These instruments are recorded on the balance sheet at their fair value and the vast majority are designated as hedges. OurWe also have non-derivative financial instruments designated as hedges of our net investment in our foreign operations and investments. Although certain of our derivative financial instruments do not qualify or are not heldaccounted for under hedge accounting, we do not hold or issue derivative financial instruments for trading or speculative purposes.
At inception of the hedge relationship, a derivative instrument that hedges the exposure to changes in the fair value of a firm commitment or a recognized asset or liability or a firm commitment is designated as a fair value hedge. A derivative instrument that hedges a forecasted transaction or the variability of cash flows related to a recognized asset or liability is designated as a cash flow hedge.
Changes in the fair value of derivatives that are designated as fair value hedges are offset against changes in the fair value of the underlying hedged assets, liabilities or firm commitments. Gains and losses on derivatives that are designated as cash flow hedges are recorded as a component ofaccumulated other comprehensive (loss) income (loss) until the underlying hedged transactions are recognized in earnings.
The foreign-currency transaction gain or loss of our nonderivativenon-derivative financial instruments designated as hedges of our net investment in our foreign operations orand investments are recognized as a component ofaccumulated other comprehensive (loss) income (loss) along with the associated foreign currency translation adjustment of the foreign operation.
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 2.Summary of Significant Accounting Policies (Continued)
On an ongoing basis, we assess whether derivatives used in hedging transactions are “highly effective”"highly effective" in offsetting changes in the fair value or cash flow of hedged items. If it is determined that a derivative is not highly effective as a hedge or hedge accounting is discontinued, any change in fair value of the derivative since the last date at which it was determined to be effective is recognized in earnings. In addition, the ineffective portion of our highly effective hedges is recognized in earnings immediately and reported inother income (expense) in our consolidated statements of operations.
Cash flows from derivative instruments that are designated as fair value or cash flow hedges are classified in the same category as the cash flows from the underlying hedged items. In the event that hedge accounting is discontinued, cash flows subsequent to the date of discontinuance are classified consistent with the nature of the instrument.within investing activities. Cash flows from derivative instruments not designated as hedging instruments are classified as investing activities.
Foreign Currency Translations and Transactions
We translate assets and liabilities of our foreign subsidiaries whose functional currency is the local currency, at exchange rates in effect at the balance sheet date. We translate revenues and expenses at weighted-average exchange rates for the period. Equity is translated at historical rates and the resulting foreign currency translation adjustments are included as a component ofaccumulated other comprehensive (loss) income (loss), which is reflected as a separate component of shareholders’ equity.shareholders' equity. Exchange gains or losses arising from the remeasurement of monetary assets and liabilities denominated in a currency other than the functional currency of the entity involved are immediately included in our earnings, except for certain liabilities that have been designated to act as a hedge of a net investment in a foreign operation or investment. Exchange losses were $11.8 million, $1.6 million and $9.5 million for the years 2012, 2011 and 2010, respectively, and were recorded withinother income (expense). The majority of our transactions are settled in United States dollars. Gains or losses resulting from transactions denominated in other currencies are recognized in income at each balance sheet date. Exchange gains and (losses) were $(9.5) million, ($21.1) million and $23.0 million for the years 2010, 2009 and 2008, respectively, and were recorded in other income (expense).
Concentrations of Credit Risk
We monitor our credit risk associated with financial and other institutions with which we conduct significant business and, to minimize these risks, we select counterparties with credit risks acceptable to us and we seek to limit our exposure to an individual counterparty. Credit risk, including but not limited to counterparty nonperformance under derivative instruments, our revolving credit facilities and new ship progress payment guarantees, is not considered significant, as we primarily conduct business with large, well-established financial institutions, and insurance companies and export credit agencies with which we have long-term relationships and which have credit risks acceptable to us or where the credit risk is spread out among a large number of counterparties. In addition, our exposure under foreign currency forward contracts, foreign currency collar options, fuel call options, interest rate and fuel swap agreements that are in-the-money arewas approximately $60.8 million and $135.5 million as of December 31, 2012 and December 31, 2011, respectively, and was limited to the incremental cost of transacting at market prices without any hedge offset or of replacing the contracts at market price.in the event of non-performance by the counterparties to the contracts, all of which are currently our lending banks. We do not anticipate nonperformance by any of our significant counterparties. In addition, we have established guidelines regarding credit ratings and instrument maturities that we follow to maintain
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 2.Summary of Significant Accounting Policies (Continued)
safety and liquidity. We do not normally require collateral or other security to support credit relationships; however, in certain circumstances this option is available to us. We normally require guarantees to support new ship progress payments to shipyards.
Earnings Per Share
Basic earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share incorporates the incremental shares issuable upon the assumed exercise of stock options and conversion of potentially dilutive securities. (See Note 10.Earnings Per Share.)
Stock-Based Employee Compensation
We measure and recognize compensation expense at the fair value of employee stock awards. Compensation expense for awards and the related tax effects are recognized as they vest. We use the estimated amount of expected forfeitures to calculate compensation costs for all outstanding awards.
Segment Reporting
We operate five wholly-owned cruise brands, Royal Caribbean International, Celebrity Cruises, Pullmantur, Azamara Club Cruises, Pullmantur and CDF Croisières de France. TheIn addition, we have a 50% investment in a joint venture with TUI AG which operates the brand TUI Cruises. We believe our global brands possess the versatility to enter multiple cruise market segments within the cruise vacation industry. Although each of our brands has its own marketing style as well as ships and crews of various sizes, the nature of the products sold and services delivered by our brands share a common base (i.e. the sale and provision of cruise vacations). Our brands also have similar itineraries as well as similar cost and revenue components. In addition, our brands source passengers from similar markets around the world and operate in similar economic environments with a significant degree of commercial overlap. As a result, our brands (including TUI Cruises) have been aggregated as a single reportable segment based on the similarity of their economic characteristics, types of customers,consumers, regulatory
environment, maintenance requirements, supporting systems and processes as well as products and services provided. Our Chairman and Chief Executive Officer has been identified as the chief operating decision-maker and all significant operating decisions including the allocation of resources are based upon the analyses of the Company as one segment.
Information by geographic area is shown in the table below. Passenger ticket revenues are attributed to geographic areas based on where the reservation originates.
| 2010 | 2009 | 2008 | ||||||||||
Passenger ticket revenues: | ||||||||||||
United States | 55 | % | 54 | % | 60 | % | ||||||
All other countries | 45 | % | 46 | % | 40 | % | ||||||
| | 2012 | 2011 | 2010 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
Passenger ticket revenues: | ||||||||||
United States | 51 | % | 51 | % | 55 | % | ||||
All other countries | 49 | % | 49 | % | 45 | % | ||||
Recently Adopted Accounting PronouncementsStandards
In January 2010,2012, we adopted authoritative guidance issued in 2011, the purpose of which eliminateswas to achieve consistent fair value measurements and to clarify certain disclosure requirements for fair value measurements. The guidance includes clarification about when the concept of a qualifying special-purpose entity, creates more stringent conditionshighest and best use is
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 2.Summary of Significant Accounting Policies (Continued)
applicable to fair value measurements, requires quantitative disclosures about inputs used and qualitative disclosures about the sensitivity of recurring Level 3 measurements, and requires the classification of all assets and liabilities measured at fair value in the fair value hierarchy, including those assets and liabilities which are not recorded at fair value but for reporting a transfer of a portion of a financial asset as a sale, clarifies other sale-accounting criteria, and changes the initial measurement of a transferor’s interest in transferred financial assets. The adoption of this guidance did not have an impact on our consolidated financial statements.
In January 2010, we adopted authoritative guidance which eliminates exceptions to consolidating qualifying special-purpose entities, contains new criteria for determining the primary beneficiary and increases the frequency of required reassessments to determine whether a companyfair value is the primary beneficiary of a variable interest entity. This guidance also contains a new requirement that any term, transaction, or arrangement that does not have a substantive effect on an entity’s status as a variable interest entity, a company’s power over a variable interest entity or a company’s obligation to absorb losses or its right to receive benefits of an entity must be disregarded. The elimination of the qualifying special-purpose entity concept and its consolidation exceptions means more entities will be subject to consolidation assessments and reassessments.disclosed. The adoption of this guidance did not have a material impact on our consolidated financial statements. See Note 13.Fair Value Measurements and Derivative Instruments for our disclosures required under this guidance.
In January 2010,2012, we adopted authoritative guidance issued in 2011 on the presentation of comprehensive income which requires enhanced disclosures for fair value measurements.an entity to present components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate but consecutive statements. The new guidance eliminates the option to report other comprehensive income and its components in the statement of changes in equity. We elected to present this information using one continuous statement. See our consolidated statements of comprehensive income (loss).
Recent Accounting Pronouncements
In July 2012, amended guidance was issued regarding the periodic impairment testing of indefinite-lived intangible assets. The new guidance allows an entity to assess qualitative factors to determine if it is more-likely-than-not that indefinite-lived intangible assets might be impaired and, based on this assessment, whether it is necessary to perform the quantitative impairment tests. This guidance requires entities to separately disclose the amounts and reasons of significant transfers in and out of the first two levels of the fair value hierarchy. Entities are also required to present information about purchases, sales, issuances and settlements of fair value measurements within the third level of the fair value hierarchy on a gross basis. We adopted this authoritative guidance, with the exception of the disclosures about purchases, sales, issuance and settlements which will be effective for our annual and interim impairment tests for fiscal year 2011 interim and annual consolidated financial statements.years beginning after September 15, 2012. The adoption of this newly issued guidance didwill not have an impact on our 2010 consolidated financial statements.
In February 2013, amended guidance was issued over the presentation of amounts reclassified from accumulated other comprehensive income to net income. The remainingnew guidance requires an entity to present, either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source (e.g., the release due to cash flow hedges from interest rate contracts) and the income statement line items affected by the reclassification (e.g., interest income or interest expense). This guidance must be applied prospectively and will be effective for our interim and annual reporting periods beginning after December 15, 2012. The disclosures will be added to our future filings when applicable.
In October 2010, we adopted authoritative guidance which requires enhanced and disaggregated disclosures about the credit qualityTable of financing receivables and the allowance for credit losses. The disclosures provide additional information about the nature of credit risks inherent in financing receivables, how credit risk is analyzed and assessed in determining the allowance for credit losses, and the reasons for any changes to the allowance for credit losses. We adopted this authoritative guidance, with the exception of the disclosures of reporting period activity (e.g. rollforward disclosures) which will be effective for our fiscal year 2011 interim and annual consolidated financial statements. The adoption of this guidance did not have a material impact on our 2010 consolidated financial statements. The remaining disclosures will be added to our future filings when applicable. See Note 6.Other Assetsfor our disclosures required under this guidance.Contents
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 3.Goodwill
In 2010, 2009 and 2008, we completed our annual goodwill impairment test and determined there was no impairment. The carrying amount of goodwill attributable to our Royal Caribbean International and the Pullmantur reporting units was as follows (in thousands):
| | Royal Caribbean International | Pullmantur | Other | Total | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Balance at December 31, 2010 | $ | 283,723 | $ | 473,383 | $ | 2,222 | $ | 759,328 | |||||
Foreign currency translation adjustment | — | (14,254 | ) | 1,463 | (12,791 | ) | |||||||
Balance at December 31, 2011 | $ | 283,723 | $ | 459,129 | $ | 3,685 | $ | 746,537 | |||||
Impairment charge | — | (319,214 | ) | — | (319,214 | ) | |||||||
Foreign currency translation adjustment | — | 5,624 | 28 | 5,652 | |||||||||
Balance at December 31, 2012 | $ | 283,723 | $ | 145,539 | $ | 3,713 | $ | 432,975 | |||||
During the fourth quarter of 2012, we performed a qualitative assessment of whether it was more-likely-than-not that our Royal Caribbean International reporting unit's fair value was less than its carrying amount before applying the two-step goodwill impairment test. The qualitative analysis included assessing the impact of certain factors such as general economic conditions, limitations on accessing capital, changes in forecasted operating results, changes in fuel prices and fluctuations in foreign exchange rates. Based on our qualitative assessment, we concluded that it was more-likely-than-not that the estimated fair value of the Royal Caribbean International reporting unit exceeded its carrying value as of December 31, 2012 and thus, did not proceed to the two-step goodwill impairment test. No indicators of impairment exist primarily because the reporting unit's fair value has consistently exceeded its carrying value by a significant margin, its financial performance has been solid in the face of mixed economic environments and forecasts of operating results generated by the reporting unit appear sufficient to support its carrying value.
| Royal Caribbean International | Pullmantur | Total | ||||||||||
Balance at December 31, 2008 | 283,723 | 495,523 | 779,246 | |||||||||
Foreign currency translation adjustment | — | 13,127 | 13,127 | |||||||||
Balance at December 31, 2009 | $ | 283,723 | $ | 508,650 | $ | 792,373 | ||||||
Foreign currency translation adjustment | — | (33,045 | ) | (33,045 | ) | |||||||
Balance at December 31, 2010 | $ | 283,723 | $ | 475,605 | $ | 759,328 | ||||||
We In addition, during the fourth quarter of 2012, we performed our annual impairment review of goodwill for Pullmantur's reporting unit. We did not perform a qualitative assessment but instead proceeded directly to the two-step goodwill during the fourth quarter of 2010.impairment test. We determinedestimated the fair value of ourthe Pullmantur reporting units which include goodwill,unit using a probability-weighted discounted cash flow model. The principal assumptions used in the discounted cash flow model are projected operating results, weighted-average cost of capital, and terminal value. Cash flows were calculated usingThe discounted cash flow model used our 20112013 projected operating results as a base. To that base we added future years’years' cash flows assuming multiple revenue and expense scenarios that reflect the impact on eachPullmantur's reporting unit of different global economic environments beyond 2011.2013. We assigned a probability to each revenue and expense scenario.
We discounted the projected cash flows using rates specific to eachPullmantur's reporting unit based on their respectiveits weighted-average cost of capital. Based on the probability-weighted discounted cash flows of each reporting unit we determined the fair values of Royal Caribbean International and Pullmantur exceeded their carrying values. Therefore, we did not proceed to step two of the impairment analysis and we do not consider goodwill to be impaired.
The estimation of fair value utilizing discounted expected future cash flows includes numerous uncertainties which require our significant judgment when making assumptions of expected revenues, operating costs, marketing, selling and administrative expenses, interest rates, ship additions and retirements as well as assumptions regarding the cruise vacation industry competitionindustry's competitive environment and general economic and business conditions, among other factors. Pullmantur is a brand targeted primarily at the Spanish, Portuguese and Latin American markets and although Pullmantur has diversified its passenger sourcing over the past few years, Spain still represents Pullmantur's largest market. As previously disclosed, during 2012 European economies continued to demonstrate instability
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 3.Goodwill (Continued)
in light of heightened concerns over sovereign debt issues as well as the impact of proposed austerity measures on certain markets. The Spanish economy has been harderwas more severely impacted than mostmany other economies around the world where we operate and there is significant uncertainty as to whether or when it will recover. In addition, the impact of the Costa Concordia incident has had a more lingering effect than expected and the impact in future years is uncertain. These factors were identified in the past as significant risks which could lead to the impairment of Pullmantur's goodwill.
More recently, the Spanish economy has progressively worsened and forecasts suggest the challenging operating environment will continue for an extended period of time. The unemployment rate in Spain reached 26% during the fourth quarter of 2012 and is expected to rise further in 2013. The International Monetary Fund, which had projected GDP growth of 1.8% a year ago, revised its 2013 GDP projections downward for Spain to a contraction of 1.3% during the fourth quarter of 2012 and further reduced it to a contraction of 1.5% in January of 2013. During the latter half of 2012 new austerity measures, such as increases to the Value Added Tax, cuts to benefits, the phasing out of exemptions and the suspension of government bonuses, were implemented by the Spanish government. We believe these austerity measures are having a larger impact on consumer confidence and discretionary spending than previously anticipated. As a result, there has been a significant deterioration in bookings from guests sourced from Spain during the 2013 WAVE season. The combination of all of these factors has caused us to negatively adjust our cash flow projections, especially our closer-in Net Yield assumptions and the expectations regarding future capacity growth for the brand.
Based on our updated cash flow projections, we determined the implied fair value of goodwill for the Pullmantur reporting unit was $145.5 million and recognized an impairment charge of $319.2 million. This impairment charge was recognized in earnings during the fourth quarter of 2012 and is reported withinImpairment of Pullmantur related assets within our consolidated statements of comprehensive income (loss). There have been no goodwill impairment charges related to the Pullmantur reporting unit in prior periods. See Note 13.Fair Value Measurements and Derivative Instruments for further discussion.
If thatthe Spanish economy weakens further or recovers more slowly than contemplated or if the economies of other markets (e.g. France, Brazil, Latin America) perform worse than contemplated in our discounted cash flow model, that could trigger an impairment charge. The Pullmantur reporting unit’s fair value exceeded its carrying value by 37% as of December 31, 2010. It is reasonably possible that significantor if there are material changes to ourthe projected operating results utilizedfuture cash flows used in the impairment analysis,analyses, especially our future net yield assumptions, could lead toin Net Yields, an additional impairment charge of the Pullmantur reporting unit’s goodwill.unit's goodwill may be required.
Note 4.Intangible Assets
Intangible assets are reported inother assets in our consolidated balance sheets and consist of the following (in thousands):
| | 2012 | 2011 | |||||
|---|---|---|---|---|---|---|---|
Indefinite-life intangible asset—Pullmantur trademarks and trade names | $ | 218,883 | $ | 225,679 | |||
Impairment charge | (17,356 | ) | — | ||||
Foreign currency translation adjustment | 3,339 | (6,796 | ) | ||||
Total | $ | 204,866 | $ | 218,883 | |||
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 4.Intangible Assets (Continued)
| 2010 | 2009 | |||||||
Indefinite-life intangible asset – Pullmantur trademarks and trade names | $ | 241,563 | $ | 235,610 | ||||
Foreign currency translation adjustment | (15,884 | ) | 5,953 | |||||
Total | $ | 225,679 | $ | 241,563 | ||||
WeDuring the fourth quarter of 2012, we performed the annual impairment review of our trademarks and trade names during the fourth quarter of 2010 using a discounted cash flow model and the relief-from-royalty method. The royalty rate used is based on comparable royalty agreements in the tourism and hospitality industry. WeThese trademarks and trade names relate to Pullmantur and we have used a discount rate comparable to the same discount rate used in valuing the Pullmantur reporting unit in our goodwill impairment test.
As described in Note 3.Goodwill, the continued deterioration of the Spanish economy caused us to negatively adjust our cash flow projections for the Pullmantur reporting unit, especially our closer-in Net Yield assumptions and the timing of future capacity growth for the brand. Based on our updated cash flow projections, we determined that the fair value of Pullmantur's trademarks and trade names no longer exceeded their carrying value. Accordingly, we recognized an impairment charge of approximately $17.4 million to write down trademarks and trade names to their fair value of $204.9 million. This impairment charge was recognized in earnings during the fourth quarter of 2012 and is reported withinImpairment of Pullmantur related assets within our consolidated statements of comprehensive income (loss). See Note 13.Fair Value Measurements and Derivative Instruments for further discussion.
If the Spanish economy weakens further or recovers more slowly than contemplated or if the economies of other markets (e.g. France, Brazil, Latin America) perform worse than contemplated in our discounted cash flow model, we determinedor if there are material changes to the fair valueprojected future cash flows used in the impairment analyses, especially in Net Yields, an additional impairment charge of ourPullmantur's trademarks and trade names exceeded their carrying value by 19% at December 31, 2010. The Spanish economy has been harder impacted than most
other economies around the world where we trade and there is significant uncertainty as to whether or when it will recover. It is reasonably possible that significant changes to our projected operating results utilized in the impairment analysis, especially our future net yield assumptions, could lead to an impairment of our trademarks and trade names.
Finite-life intangible assets and related accumulated amortization are immaterial to our 2010, 2009,2012, 2011, and 20082010 consolidated financial statements.
Note 5.Property and Equipment
Property and equipment consists of the following (in thousands):
| | 2012 | 2011 | |||||
|---|---|---|---|---|---|---|---|
Ships | $ | 20,855,606 | $ | 19,958,127 | |||
Ship improvements | 1,341,137 | 976,363 | |||||
Ships under construction | 169,274 | 227,123 | |||||
Land, buildings and improvements, including leasehold improvements and port facilities | 377,821 | 360,399 | |||||
Computer hardware and software, transportation equipment and other | 698,865 | 748,102 | |||||
Total property and equipment | 23,442,703 | 22,270,114 | |||||
Less—accumulated depreciation and amortization | (5,991,669 | ) | (5,335,297 | ) | |||
| $ | 17,451,034 | $ | 16,934,817 | ||||
| 2010 | 2009 | |||||||
Land | $ | 16,688 | $ | 16,688 | ||||
Ships | 20,454,964 | 18,101,001 | ||||||
Ships under construction | 250,702 | 562,530 | ||||||
Other | 905,071 | 880,188 | ||||||
| 21,627,425 | 19,560,407 | |||||||
Less — accumulated depreciation and amortization | (4,858,244 | ) | (4,292,354 | ) | ||||
| $ | 16,769,181 | $ | 15,268,053 | |||||
Ships under construction include progress payments for the construction of new ships as well as planning, design, interest, commitment fees and other associated costs. We capitalized interest costs of $26.0$13.3 million, $41.1$14.0 million and $44.4$28.1 million for the years 2010, 20092012, 2011 and 2008,2010, respectively.
In November 2010, we sold During 2012, Pullmantur deliveredBleu de FranceOcean Dream to an unrelated third party as part of a six year bareboat charter agreement. The charter agreement provides a renewal option exercisable by the
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 5.Property and Equipment (Continued)
unrelated third party for $55.0 million.an additional four years. The charter agreement constitutes an operating lease and charter revenue is being recognized on a straight-line basis over the six year charter term. The charter revenue recognized during 2012 was not material to our results of operations.
We review our long-lived assets for impairment whenever events or changes in circumstances indicate, based on estimated undiscounted future cash flows. As part of step two of our goodwill impairment analysis, (see Note 3.Goodwill for further information), we identified that the sale agreement,estimated fair values of certain long-lived assets, consisting of three aircraft owned and operated by Pullmantur Air, were less than their carrying values. As a result, we charteredproceeded to our long-lived asset impairment test. Pullmantur's strategy to further diversify its passenger sourcing and reduce its reliance on theBleu de France from the buyer for a period of one year from the sale date to fulfill existing passenger commitments. The sale resulted in an immaterial gain that will be recognized over the charter period.
Atlantic Star is currently not in operation. During 2009, we classified the ship as held for sale within other assets in our consolidated balance sheets and recognized a charge of $7.1 million Spanish market has led us to reduce the number of years during which we expect to use these aircraft when performing the undiscounted cash flow test. The undiscounted cash flows for Pullmantur's aircraft were determined to be less than their carrying value and an impairment charge of $48.9 million was required. This impairment charge was recognized in earnings during the ship to its fair value less cost to sell. This amount was recordedfourth quarter of 2012 and is reported within other operating expenses inImpairment of Pullmantur related assets within our consolidated statements of operations. Management continuescomprehensive income (loss). See Note 13.Fair Value Measurements and Derivative Instruments for further discussion.
In December 2012, we reached a conditional agreement with STX France to actively pursuebuild the salethird Oasis-class ship for Royal Caribbean International. The agreement is subject to certain closing conditions and is expected to become effective in the first quarter of 2013. The ship will have a capacity of approximately 5,400 berths and is expected to enter service in the second quarter of 2016. If the agreement becomes effective, Pullmantur'sAtlantic Star, which has been out of operation since 2009, will be transferred to an affiliate of STX France as part of the ship.consideration. The transfer is not expected to result in a gain or a loss. In addition, we have an option to construct a fourth Oasis-class ship which will expire five days prior to the first anniversary of the effective date of the contract.
Note 6.Other Assets
Variable Interest Entities
A Variable Interest Entities (“VIEs”Entity ("VIE"), are entitiesis an entity in which the equity investors have not provided enough equity to finance itsthe entity's activities or the equity investors (1) cannot directly or indirectly make decisions about the entity’sentity's activities through their voting rights or similar rights; (2) do not have the obligation to absorb the expected losses of the entity; (3) do not have the right to receive the expected residual returns of the entity; or (4) have voting rights that are not proportionate to their economic interests and the entity’sentity's activities involve or are conducted on behalf of an investor with a disproportionately small voting interest.
We have determined that our 40% noncontrolling interest in Grand BahamasBahama Shipyard Ltd. ("Grand Bahama"), a ship repair and maintenance facility in which we initially invested in 2001,have a 40% noncontrolling interest, is a VIE. The facility serves cruise and cargo ships, oil and gas tankers, and offshore units. We utilize this facility, among other ship repair facilities, for our regularly scheduled drydocks and certain emergency repairs as may be required. As of December 31, 2010, we had loans and interest due from this facility of approximately $64.1 million which is also our maximum exposure to loss as we are not contractually required to provide any financial or other support to the facility. The majority of these loans are in non-accrual status. We monitor credit risk associated with these loans through our participation on the facility’s board of directors along with our review of the facility’s financial statements and projected cash flows. Based on this review, we believe the risk of loss associated with these loans is remote as of December 31, 2010.
We have determined we are not the primary beneficiary of this facility, as we do not have the power to direct the activities that most significantly impact the facility’sfacility's economic performance. Accordingly, we do not consolidate this entity and we account for this investment under the equity method of accounting. As of December 31, 2012 and December 31, 2011, the net book value of our investment in Grand Bahama, including equity and loans, was approximately $59.3 million and $61.4 million,
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 6.Other Assets (Continued)
respectively, which is also our maximum exposure to loss as we are not contractually required to provide any financial or other support to the facility. The majority of our loans to Grand Bahama are in non-accrual status and the majority of this amount was included withinother assets in our consolidated balance sheets. We received approximately $5.5 million and $10.8 million in principal and interest payments related to loans that are in accrual status from Grand Bahama in 2012 and 2011, respectively, and recorded income associated with our investment in Grand Bahama. We monitor credit risk associated with these loans through our participation on the Grand Bahama's board of directors along with our review of the Grand Bahama's financial statements and projected cash flows. Based on this review, we believe the risk of loss associated with these loans was not probable as of December 31, 2012.
In conjunction with our acquisition of Pullmantur in 2006, we obtained a 49% noncontrolling interest in Pullmantur Air, S.A. (“("Pullmantur Air”Air"), a small air business that operates four aircraftsaircraft in support of Pullmantur’sPullmantur's operations. We have determined Pullmantur Air is a VIE for which we are the primary beneficiary as we have the power to direct the activities that most significantly impact its economic performance and we are obligated to absorb its losses. In accordance with authoritative guidance, we have consolidated the assets and liabilities of Pullmantur Air. We do not separately disclose the assets and liabilities of Pullmantur Air as they are immaterial to our December 31, 20102012 and December 31, 2011 consolidated financial statements.
We have determined that our 50% interest in the TUI Cruises GmbH, our 50%-owned joint venture with TUI AG, which operates the brand TUI Cruises, is a VIE. As of December 31, 2010,2012 and December 31, 2011, our investment in TUI Cruises, including equity and loans, was approximately $287.0 million and $282.0 million, respectively, and the majority of this entity which isamount was included withinother assets in our consolidated balance sheets. In addition, in conjunction with our sale ofCelebrity Mercury to TUI Cruises in 2011, we and TUI AG each guaranteed the repayment of 50% of an €180.0 million 5-year bank loan provided to TUI Cruises (refer to further details below). This investment amount and the potential obligations under this guarantee are substantially our maximum exposure to loss, was approximately $190.8 million and was included within other assets in our consolidated balance sheets.loss. We have determined that we are not the primary beneficiary of TUI Cruises. We believe that the power to direct the activities that most significantly impact TUI Cruises’Cruises' economic performance are shared between ourselves and our joint venture partner, TUI AG. All the significant operating and financial decisions of TUI Cruises require the consent of both parties which we believe creates shared power over TUI Cruises. Accordingly, we do not consolidate this entity and account for this investment under the equity method of accounting.
In connection with our sale ofCelebrity Mercury to TUI Cruises in 2011, we provided a debt facility to TUI Cruises in the amount of up to €90.0 million. The outstanding principal amount of the facility as of December 31, 2012 was €68.6 million, or approximately $90.4 million based on the exchange rate at December 31, 2012. The loan bears interest at the rate of 9.54% per annum, is payable over seven years, is 50% guaranteed by TUI AG (our joint venture partner) and is secured by second mortgages on both of TUI Cruises' ships,Mein Schiff 1 andMein Schiff 2. In addition, we and TUI AG each guaranteed the repayment of 50% of an €180.0 million 5-year bank loan provided to TUI Cruises, of which €153.0 million, or approximately $201.7 million based on the exchange rate at December 31, 2012, remains outstanding as of December 31, 2012, in connection with the sale of the ship. The bank loan amortizes quarterly and is secured by first mortgages on bothMein Schiff 1 andMein Schiff 2. Based on current facts and circumstances, we do not believe potential obligations under this guarantee are probable.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 6.Other Assets (Continued)
During 2011, TUI Cruises entered into a construction agreement with STX Finland to build its first newbuild ship, scheduled for delivery in the second quarter of 2014. TUI Cruises has entered into a credit agreement for financing of up to 80% of the contract price of the ship. The remaining portion of the contract price of the ship will be funded through either TUI Cruises' cash flows from operations or loans and/or equity contributions from us and TUI AG. The construction agreement includes certain restrictions on each of our and TUI AG's ability to reduce our current ownership interest in TUI Cruises below 37.5% through the construction period. In addition, the credit agreement extends this restriction through 2019. In 2012, TUI Cruises exercised their option under the agreement with STX Finland to construct their second newbuild ship, scheduled for delivery in the second quarter of 2015. TUI Cruises has secured a bank financing commitment for 80% of the contract price of the second ship as well as a conditional guarantee commitment from Finnvera, the official export agency of Finland, for 95% of the bank loan facility. The remaining portion of the contract price of the ship will be funded through either TUI Cruises' cash flows from operations or loans and/or equity contributions from us and TUI AG.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 7.Long-Term Debt
Long-term debt consists of the following (in thousands):
| | 2012 | 2011 | |||||
|---|---|---|---|---|---|---|---|
$1.1 billion unsecured revolving credit facility, LIBOR plus 1.75%, currently 1.96% and a facility fee of 0.3675%, due 2016 | $ | 48,000 | $ | 523,000 | |||
$525.0 million unsecured revolving credit facility, LIBOR plus 2.50%, currently 2.71% and a facility fee of 0.625%, due 2014 | 12,000 | 67,000 | |||||
Unsecured senior notes and senior debentures, 5.25% to 11.88%, due 2013 through 2016, 2018, 2022 and 2027 | 2,698,531 | 2,059,510 | |||||
€745.0 million unsecured senior notes, 5.63%, due 2014 | 1,004,940 | 1,356,312 | |||||
Unsecured term loans, LIBOR plus 2.75%, due 2013 | — | 100,000 | |||||
$225 million unsecured term loan, LIBOR plus 1.25%, due 2012 | — | 32,085 | |||||
$570 million unsecured term loan, 4.02%, due through 2013 | 40,714 | 122,143 | |||||
$589 million unsecured term loan, 4.39%, due through 2014 | 126,214 | 210,358 | |||||
$530 million unsecured term loan, LIBOR plus 0.62%, currently 1.21%, due through 2015 | 189,286 | 265,000 | |||||
$519 million unsecured term loan, LIBOR plus 0.45%, currently 1.01%, due through 2020 | 346,097 | 389,360 | |||||
$420 million unsecured term loan, 5.41%, due through 2021(1) | 318,230 | 348,142 | |||||
$420 million unsecured term loan, LIBOR plus 2.10%, currently 2.65%, due through 2021(1) | 315,000 | 350,000 | |||||
€159.4 million unsecured term loan, EURIBOR plus 1.58%, currently 1.98%, due through 2021(1) | 157,643 | 172,463 | |||||
$524.5 million unsecured term loan, LIBOR plus 0.50%, currently 1.23%, due through 2021 | 393,375 | 437,083 | |||||
$566.1 million unsecured term loan, LIBOR plus 0.37%, currently 0.97%, due through 2022 | 448,138 | 495,311 | |||||
$1.1 billion unsecured term loan, LIBOR plus 2.10%, currently 2.65%, due through 2022(2) | 767,754 | 844,529 | |||||
$632.0 million unsecured term loan, LIBOR plus 0.40%, currently 1.13%, due through 2023 | 579,295 | 631,959 | |||||
$673.5 million unsecured term loan, LIBOR plus 0.40%, currently 1.03%, due through 2024 | 673,474 | — | |||||
$290.0 million unsecured term loan, LIBOR plus 2.5%, currently 2.72%, due through 2016 | 290,000 | — | |||||
$7.3 million unsecured term loan, LIBOR plus 2.5%, currently 2.81%, due through 2023 | 5,867 | 6,343 | |||||
$30.3 million unsecured term loan, LIBOR plus 3.75%, currently 4.06%, due through 2021 | 22,458 | 25,173 | |||||
Capital lease obligations | 52,931 | 60,082 | |||||
| 8,489,947 | 8,495,853 | ||||||
Less—current portion | (1,519,483 | ) | (638,891 | ) | |||
Long-term portion | $ | 6,970,464 | $ | 7,856,962 | |||
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 7.Long-Term Debt (Continued)
During 2012, the credit facility we obtained in connection with our purchase ofCelebrity Solstice was assigned from Celebrity Solstice Inc., our subsidiary which owns the ship, to Royal Caribbean Cruises Ltd. Similar assignments were simultaneously made from the ship-owning subsidiary level to Royal Caribbean Cruises Ltd. for the facilities relating toCelebrity Equinox, Celebrity Eclipse, Celebrity Silhouette, Celebrity Reflection, Oasis of the Seas andAllure of the Seas. Other than the change in borrower, the economic terms of these facilities remain unchanged. These amended facilities each contain covenants substantially similar to the covenants in our other parent-level ship financing agreements and our revolving credit facilities.
During 2012, we entered into a credit agreement which provides an unsecured Euro-denominated term loan facility in an amount up to €365.0 million, or approximately $481.2 million based on the exchange rate at December 31, 2012. We have the ability to draw on this facility at anytime on or prior to June 30, 2013. As of February 25, 2013, we have not drawn on this facility. All amounts borrowed under the facility will be due and payable at maturity in July 2017. Interest on the loan accrues at a floating rate based on EURIBOR plus the applicable margin. The applicable margin varies with our debt rating and would have been 3.0% as of December 31, 2012. In addition, we are subject to a commitment fee of 1.05% per annum of the undrawn amount. We anticipate the proceeds from this loan facility will be used primarily as part of our refinancing strategy for our maturities in 2013 and 2014. In connection with entering into this facility, we prepaid our $100.0 million unsecured floating rate term loan due September 2013.
| 2010 | 2009 | |||||||
$1.225 billion unsecured revolving credit facility, LIBOR plus 0.80%, currently 1.08% and a facility fee of 0.20%, due June 2012 | $ | 545,000 | $ | 650,000 | ||||
$525 million unsecured revolving credit facility, LIBOR plus 2.75% and a facility fee of 0.6875%, due 2014 | — | — | ||||||
Unsecured senior notes and senior debentures, 6.88% to 11.88%, due 2011 through 2016, 2018 and 2027 | 2,548,722 | 2,784,552 | ||||||
€1.0 billion unsecured senior notes, 5.63%, due 2014 | 1,427,322 | 1,526,126 | ||||||
$300 million unsecured term loan, LIBOR plus 0.80%, due through 2010 | — | 50,000 | ||||||
Unsecured term loan, LIBOR plus 3.0%, currently 3.29%, due 2011 | 100,000 | 100,000 | ||||||
$225 million unsecured term loan, LIBOR plus 1.25%, currently 1.55%, due through 2012 | 64,238 | 96,390 | ||||||
$570 million unsecured term loan, 4.20%, due through 2013 | 203,571 | 285,000 | ||||||
$589 million unsecured term loan, 4.64%, due through 2014 | 294,500 | 378,643 | ||||||
$530 million unsecured term loan, LIBOR plus 0.62%, currently 1.07%, due through 2015 | 340,714 | 416,429 | ||||||
$519 million unsecured term loan, LIBOR plus 0.45%, currently 0.90%, due through 2020 | 432,622 | 475,884 | ||||||
1$420 million unsecured term loan, 5.41%, due through 2021 | 385,000 | 420,000 | ||||||
1$420 million unsecured term loan, LIBOR plus 3.0%, currently 3.45%, due through 2021 | 385,000 | 420,000 | ||||||
1€159.4 million unsecured term loan, EURIBOR plus 2.25%, currently 3.50%, due through 2021 | 195,598 | 228,398 | ||||||
$524.5 million unsecured term loan, LIBOR plus 0.50%, currently 1.23%, due through 2021 | 480,791 | 524,500 | ||||||
$566.1 million unsecured term loan, LIBOR plus 0.37%, currently 0.83%, due through 2022 | 542,483 | — | ||||||
$1.1 billion unsecured term loan, LIBOR plus 2.20%, currently 2.65%, due through 2022 | 1,130,000 | — | ||||||
$7.3 million unsecured term loan, 7.0%, due through 2022 | 6,715 | 6,868 | ||||||
$30.3 million unsecured term loan, LIBOR plus 3.75%, currently 4.04%, due through 2020 | 9,193 | — | ||||||
Capital lease obligations | 58,647 | 56,980 | ||||||
| 9,150,116 | 8,419,770 | |||||||
Less — current portion | (1,198,929 | ) | (756,215 | ) | ||||
Long-term portion | $ | 7,951,187 | $ | 7,663,555 | ||||
|
During 2012, we repurchased €255.0 million or approximately $328.0 million in aggregate principal amount of our €1.0 billion 5.625% unsecured senior notes due 2014 through a debt tender offer conducted outside of the United States. Total consideration paid in connection with the tender offer, including premium and related fees and expenses was $344.6 million. The repurchase of the unsecured senior notes resulted in a loss on the early extinguishment of debt of approximately $7.5 million which was recognized in earnings immediately and is reported withinextinguishment of unsecured senior notes in our consolidated statements of comprehensive income (loss).
During 2010,2012, we took delivery ofCelebrity EclipseReflection. To finance the purchase, we borrowed $566.1$673.5 million under anour previously committed unsecured term loan which is 95% guaranteed by Hermes, the official export credit agency of Germany.Hermes. The loan amortizes semi-annually over 12 years and bears interest at LIBOR plus a margin of 0.37%0.40%, currently approximately 0.83%1.03%. In addition during 2011, we entered into forward-starting interest rate swap agreements which effectively convert the floating rate available to us per the credit agreement to a fixed rate (including applicable margin) of 2.85% effective April 2013 through the remaining term of the loan. See Note 13.Fair Value Measurements and Derivative Instruments for further information regarding these agreements.
In November 2012, we issued $650.0 million of 5.25% unsecured senior notes due 2022 at par. The net proceeds from the offering were used to repay amounts outstanding under our unsecured revolving credit facilities. The issuance of these notes was part of our refinancing strategy for our maturities in 2013 and 2014.
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 7.Long-Term Debt (Continued)
During 2010,2012, we took deliveryincreased the capacity ofAllure of the Seas. To finance the purchase, we borrowed our revolving credit facility due July 2016 by $233.0 million, bringing our total capacity under this facility to $1.1 billion underas of December 31, 2012. We have the ability to increase the capacity of this facility by an additional $67.0 million subject to the receipt of additional or increased lender commitments. We also have a revolving credit facility due November 2014 with capacity of $525.0 million as of December 31, 2012, giving us aggregate revolving borrowing capacity of $1.6 billion.
Certain of our unsecured ship financing term loan which is 95%loans are guaranteed by Finnvera, the official export credit agency of Finland. The loan amortizes over 12 years and each ofin the lenders hasrespective country in which the ability upon proper notice to exit the facilityship is constructed. In consideration for these guarantees, depending on the seventh anniversary offinancing arrangement, we pay to the credit agreement. The loan bears interest at LIBOR plus a margin of 2.20%, currently approximately 2.65%.
During 2010, we entered into a $525.0 million unsecured revolving credit facility bearing interest at LIBOR plus a margin of 2.75% and a facility fee of 0.6875% due 2014.
During 2009, we entered into a credit agreement based on terms originally agreed to in June 2007 providing financing forCelebrity Silhouette which is scheduled for delivery in the third quarter of 2011. The credit agreement provides for an unsecured term loan for up to 80% of the purchase price of the vessel which will be 95% guaranteed by Hermes, the officialapplicable export credit agency of Germany and will be funded at delivery. Thefees that range from either (1) 0.88% to 1.48% per annum based on the outstanding loan will have a 12-year life with semi-annual amortization, and will bear interest at our election of either a fixed rate of 5.82% (inclusivebalance semi-annually over the term of the applicable margin)loan (subject to adjustment in certain of our facilities based upon our credit ratings) or a floating rate at LIBOR plus a margin(2) an upfront fee of 0.40%.
During 2008, we entered into a credit agreement based on terms originally agreedapproximately 2.3% to in April 2008 providing financing forCelebrity Reflection which is scheduled for delivery in the fourth quarter of 2012. The credit agreement provides for an unsecured term loan for up to 80%2.37% of the purchase pricemaximum loan amount. We amortize the fees that are paid upfront over the life of the vessel which will be 95% guaranteed by Hermes, the official export credit agencyloan and those that are paid semi-annually over each respective payment period. We classify these fees withinDebt issuance costs in our consolidated statements of Germanycash flows and will be funded at delivery. The loan will have a 12-year life with semi-annual amortization, and will bear interest atwithinOther Assets in our election of either a fixed rate of 4.13% (inclusive of the applicable margin) or a floating rate at LIBOR plus a margin of 0.40%.consolidated balance sheets.
Under certain of our agreements, the contractual interest rate, and commitmentfacility fee and/or export credit agency fee vary with our debt rating.
The unsecured senior notes and senior debentures are not redeemable prior to maturity.maturity, except that certain series may be redeemed upon the payment of a make-whole premium.
Our financing agreements contain covenants that require us, among other things, to maintain minimum net worth of at least $5.4 billion, a fixed charge coverage ratio of at least 1.25x and limit our net debt-to-capital ratio to no more than 62.5%. The fixed charge coverage ratio is calculated by dividing net cash from operations for the past four quarters by the sum of dividend payments plus scheduled principal debt payments in excess of any new financings for the past four quarters. Our minimum net worth and maximum net debt-to-capital calculations exclude the impact of accumulated other comprehensive income (loss) on total shareholders’ equity. We are currently well in excess of all debt covenant requirements. The specific covenants and related definitions can be found in the applicable debt agreements, the majority of which have been previously filed with the Securities and Exchange Commission.
Following is a schedule of annual maturities on long-term debt including capital leases as of December 31, 20102012 for each of the next five years (in thousands):
Year | ||||
2011 | $ | 1,198,929 | ||
2012 | 1,142,775 | |||
2013 | 1,422,323 | |||
2014 | 1,864,791 | |||
2015 | 651,393 | |||
Thereafter | 2,869,905 | |||
| $ | 9,150,116 | |||
Year | | |||
|---|---|---|---|---|
2013 | $ | 1,519,483 | ||
2014 | 1,549,057 | |||
2015 | 1,063,539 | |||
2016 | 1,102,119 | |||
2017 | 744,174 | |||
Thereafter | 2,511,575 | |||
| $ | 8,489,947 | |||
Note 8.Shareholders’Shareholders' Equity
In December 2012, we declared and paid a cash dividend on our common stock of $0.12 per share. During the fourth quarter of 2012, we also paid a cash dividend on our common stock of $0.12 per share which was declared during the third quarter of 2012. We declared and paid cash dividends on our common stock of $0.15$0.10 per share induring the first threeand second quarters of 2008. Commencing in2012. During the first quarter of 2012, we also paid a cash dividend on our common stock of $0.10 per share which was declared during the fourth quarter 2008, our Board of Directors discontinued the issuance2011.
Table of quarterly dividends. As a result, we did not declare cash dividends in 2010 or 2009.Contents
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 9.Stock-Based Employee Compensation
We currently have fourawards outstanding under three stock-based compensation plans, which provide for awards to our officers, directors and key employees. The plans consist of a 1990 Employee Stock Option Plan, a 1995 Incentive Stock Option Plan, a 2000 Stock Award Plan, and a 2008 Equity Plan. The 1990 Stock Option Plan andOur ability to issue new awards under the 1995 Incentive Stock Option Plan terminated by their terms in March 2000 and February 2005, respectively. Thethe 2000 Stock Award Plan as amended,terminated in accordance with the terms of the plans in February 2005 and theSeptember 2009, respectively. The 2008 Equity Plan, as amended, provideprovides for the issuance of up to 13,000,000 and 11,000,000 shares of our common stock respectively, pursuant to grants of (i) incentive and non-qualified stock options, (ii) stock appreciation rights, (iii) restricted stock, (iv) restricted stock units and (v) performance shares. Each of these stock-based compensation plans has stock awards outstanding as of December 31, 2010, with the exception of stock awards issued under the 1990 Employee Stock Option Plan as remaining awards outstanding under this plan expired during 2009. During any calendar year, no one individual shall be granted awards of more than 500,000 shares. OptionsWith limited exceptions, options and restricted stock units outstanding as of December 31, 20102012 vest in equal installments over four to five years from the date of grant. OptionsWith certain limited exceptions, options and restricted stock units are forfeited if the recipient ceases to be a director or employee before the shares vest. Options are granted at a price not less than the fair value of the shares on the date of grant and expire not later than ten years after the date of grant.
In 2012, we redesigned our long-term incentive award program and began to grant performance shares to our officers in lieu of stock options. Under our prior program, our officers received a combination of stock options and restricted stock units. Beginning in 2012, our officers instead receive their long-term incentive awards through a combination of performance shares and restricted stock units. Each performance share award is expressed as a target number of performance shares based upon the fair market value of our common stock on the date the award is issued. The actual number of shares underlying each award (not to exceed 200% of the target number of performance shares) will be determined based upon the Company's achievement of a specified performance target range. For the grants awarded in 2012, the performance target is diluted earnings per share ("EPS") for the year ended December 31, 2012, as adjusted by the Compensation Committee of our Board of Directors for events that are outside of management's control. In 2012, we issued a target number of 329,088 performance shares which will vest on the third anniversary of the award issue date. In February 2013, the Compensation Committee of our Board of Directors set the actual payout level at 94% of target for the performance shares issued in 2012.
We also provide an Employee Stock Purchase Plan (“ESPP”("ESPP") to facilitate the purchase by employees of up to 800,000 shares of common stock in the aggregate. Offerings to employees are made on a quarterly basis. Subject to certain limitations, the purchase price for each share of common stock is equal to 90% of the average of the market prices of the common stock as reported on the New York Stock Exchange on the first business day of the purchase period and the last business day of each month of the purchase period. Shares35,927, 28,802, and 30,054 shares of our common stock of 30,054, 65,005 and 36,836 were issued under the ESPP at a weighted-average price of $25.58, $29.46 and $27.87 $12.78during 2012, 2011 and $20.97 during 2010, 2009 and 2008, respectively.
Under the chief executive officer’sofficer's employment agreement, we contributedissued 10,086 shares of our common stock quarterly to a trust on his behalf. In January 2009, the employment agreementper quarter during 2012, 2011 and related trust agreement were amended. Consequently, in January 2009, 768,018 shares were distributed from the trust and beginning in January 2009 quarterly share distributions are issued directly2010 to the chief executive officer.
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 9.Stock-Based Employee Compensation (Continued)
Total compensation expense recognized for employee stock-based compensation for the years ended December 31, 2010, 20092012, 2011 and 20082010 were as follows:
| | Employee Stock-Based Compensation | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
Classification of expense | 2012 | 2011 | 2010 | |||||||
In thousands | ||||||||||
Marketing, selling and administrative expenses | $ | 24,153 | $ | 23,803 | $ | 27,598 | ||||
Payroll and related expenses | — | — | 475 | |||||||
Total Compensation Expense | $ | 24,153 | $ | 23,803 | $ | 28,073 | ||||
| Employee Stock-Based Compensation | ||||||||||||
Location of expense (income) | 2010 | 2009 | 2008 | |||||||||
| In thousands | ||||||||||||
Marketing, selling and administrative expenses | $ | 27,598 | $ | 16,157 | $ | 6,373 | ||||||
Payroll and related expenses (income) | 475 | 615 | (712 | ) | ||||||||
Total Compensation Expense | $ | 28,073 | $ | 16,772 | $ | 5,661 | ||||||
The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. The estimated fair value of stock options, less estimated forfeitures, is amortized over the vesting period using the graded-vesting method. The majority of our stock option grants occur early in our fiscal year. The assumptions used in the Black-Scholes option-pricing model are as follows:
| | 2012 | 2011 | 2010 | |||
|---|---|---|---|---|---|---|
Dividend yield | 1.5% | 0.0% | 0.0% | |||
Expected stock price volatility | 46.0% | 46.0% | 45.0% | |||
Risk-free interest rate | 1.1% | 2.6% | 2.6% | |||
Expected option life | 6 years | 6 years | 6 years |
| 2010 | 2009 | 2008 | ||||||||||
Dividend yield | 0.0 | % | 0.0 | % | 1.9 | % | ||||||
Expected stock price volatility | 45.0 | % | 55.0 | % | 31.4 | % | ||||||
Risk-free interest rate | 2.6 | % | 1.8 | % | 2.8 | % | ||||||
Expected option life | 6 years | 5 years | 5 years | |||||||||
Expected volatility was based on a combination of historical and implied volatilities. The risk-free interest rate was based on United States Treasury zero coupon issues with a remaining term equal to the expected option life assumed at the date of grant. The expected term was calculated based on historical experience and represents the time period options actually remain outstanding. We estimate forfeitures based on historical pre-vesting forfeiture rates and revise those estimates as appropriate to reflect actual experience. In 2008, we increased our estimated forfeiture rate from 4% for options and 8.5% for restricted stock units to 20% to reflect changes in employee retention rates. This resulted in a benefit of approximately $9.2 million in 2008, of which approximately $8.2 million and $1.0 million was included within marketing, selling and administrative expenses and payroll and related expenses, respectively.
Stock options activity and information about stock options outstanding are summarized in the following tables:
Stock Options Activity | Number of Options | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term | Aggregate Intrinsic Value(1) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | (years) | (in thousands) | |||||||||
Outstanding at January 1, 2012 | 5,671,658 | $ | 30.62 | 6.15 | $ | 21,887 | |||||||
Granted | 7,576 | $ | 26.06 | ||||||||||
Exercised | (906,011 | ) | $ | 16.24 | |||||||||
Canceled | (324,450 | ) | $ | 30.40 | |||||||||
Outstanding at December 31, 2012 | 4,448,773 | $ | 33.56 | 4.55 | $ | 25,522 | |||||||
Vested and expected to vest at December 31, 2012 | 4,367,468 | $ | 33.54 | 4.50 | $ | 25,113 | |||||||
Options Exercisable at December 31, 2012 | 3,329,335 | $ | 36.24 | 3.83 | $ | 12,565 | |||||||
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 9.Stock-Based Employee Compensation (Continued)
Stock Options Activity | Number of Options | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term | Aggregate Intrinsic Value1 | ||||||||||||
| (years) | (in thousands) | |||||||||||||||
Outstanding at January 1, 2010 | 7,468,494 | $ | 27.77 | 5.92 | $ | 44,047 | ||||||||||
Granted | 1,013,647 | $ | 25.37 | |||||||||||||
Exercised | (1,503,212 | ) | $ | 17.47 | ||||||||||||
Canceled | (818,036 | ) | $ | 40.74 | ||||||||||||
Outstanding at December 31, 2010 | 6,160,893 | $ | 28.14 | 6.62 | $ | 118,283 | ||||||||||
Vested and expected to vest at December 31, 2010 | 5,726,324 | $ | 28.76 | 6.48 | $ | 106,415 | ||||||||||
Options Exercisable at December 31, 2010 | 2,932,018 | $ | 35.97 | 4.90 | $ | 33,454 | ||||||||||
|
The weighted-average estimated fair value of stock options granted was $11.69, $3.68$9.90, $21.39 and $8.72$11.69 during the years ended December 31, 2010, 20092012, 2011 and 2008,2010, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2012, 2011 and 2010 2009 and 2008 was $26.9$15.3 million, $0.5$17.3 million and $2.0$26.9 million, respectively. As of December 31, 2010,2012, there was approximately $7.2$2.6 million of total unrecognized compensation cost, net of estimated forfeitures, related to stock options granted under our stock incentive plans which is expected to be recognized over a weighted-average period of 1.20.6 years.
Restricted stock units are converted into shares of common stock upon vesting or, if applicable, settle on a one-for-one basis. The cost of these awards is determined using the fair value of our common stock on the date of the grant, and compensation expense is recognized over the vesting period. Restricted stock activity is summarized in the following table:
Restricted Stock Activity | Number of Awards | Weighted- Average Grant Date Fair Value | |||||
|---|---|---|---|---|---|---|---|
Non-vested share units at January 1, 2012 | 1,372,225 | $ | 15.67 | ||||
Granted | 599,163 | $ | 30.03 | ||||
Vested | (613,650 | ) | $ | 30.19 | |||
Canceled | (161,298 | ) | $ | 26.00 | |||
Non-vested share units expected to vest as of December 31, 2012 | 1,196,440 | $ | 14.02 | ||||
Restricted Stock Activity | Number of Awards | Weighted- Average Grant Date Fair Value | ||||||
Non-vested share units at January 1, 2010 | 1,498,217 | $ | 18.26 | |||||
Granted | 615,309 | $ | 25.32 | |||||
Vested | (459,651 | ) | $ | 26.67 | ||||
Canceled | (22,025 | ) | $ | 27.08 | ||||
Non-vested share units expected to vest as of December 31, 2010 | 1,631,850 | $ | 18.43 | |||||
The weighted-average estimated fair value of restricted stock units granted during the year ended December 31, 2009,2011, and 20082010 were $18.26$45.67 and $36.24,$25.32, respectively. The total fair value of shares released on the vesting of restricted stock units during the years ended December 31, 2012, 2011 and 2010 was $18.8 million, $25.1 million and $12.0 million, respectively. As of December 31, 2010,2012, we had $8.5$9.3 million of total unrecognized compensation expense, net of estimated forfeitures, related to restricted stock unit grants, which will be recognized over the weighted-average period of 1.21.1 years.
Performance stock awards are converted into shares of common stock upon vesting on a one-for-one basis. We estimate the fair value of each performance share when the grant is authorized and the related service period has commenced. We remeasure the fair value of our performance shares in each subsequent reporting period until the grant date has occurred, which is the date when the performance conditions are satisfied. We recognize compensation cost over the vesting period based on the probability of the service and performance conditions being achieved adjusted for each subsequent fair value measurement until the grant date. If the specified service and performance conditions are not
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 9.Stock-Based Employee Compensation (Continued)
met, compensation expense will not be recognized and any previously recognized compensation expense will be reversed. Performance stock activity is summarized in the following table:
Performance Share Activity | Number of Awards | Weighted- Average Grant Date Fair Value | |||||
|---|---|---|---|---|---|---|---|
Non-vested share units at January 1, 2012 | — | $ | — | ||||
Granted | 329,088 | $ | 30.16 | ||||
Vested | — | $ | — | ||||
Canceled | (40,595 | ) | $ | 25.74 | |||
Non-vested share units expected to vest as of December 31, 2012 | 288,493 | $ | 30.78 | ||||
As of December 31, 2012, we had $6.2 million of total unrecognized compensation expense, net of estimated forfeitures, related to performance share unit grants, which will be recognized over the weighted-average period of 2 years.
Note 10.Earnings Per Share
A reconciliation between basic and diluted earnings per share is as follows (in thousands, except per share data):
| | Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| | 2012 | 2011 | 2010 | |||||||
Net income for basic and diluted earnings per share | $ | 18,287 | $ | 607,421 | $ | 515,653 | ||||
Weighted-average common shares outstanding | 217,930 | 216,983 | 215,026 | |||||||
Dilutive effect of stock options, performance stock awards and restricted stock awards | 1,527 | 2,246 | 2,685 | |||||||
Diluted weighted-average shares outstanding | 219,457 | 219,229 | 217,711 | |||||||
Basic earnings per share: | ||||||||||
Net income | $ | 0.08 | $ | 2.80 | $ | 2.40 | ||||
Diluted earnings per share: | ||||||||||
Net income | $ | 0.08 | $ | 2.77 | $ | 2.37 | ||||
| Year Ended December 31, | ||||||||||||
| 2010 | 2009 | 2008 | ||||||||||
Net income for basic and diluted earnings per share | $ | 547,467 | $ | 162,421 | $ | 573,722 | ||||||
Weighted-average common shares outstanding | 215,026 | 213,809 | 213,477 | |||||||||
Dilutive effect of stock options and restricted stock awards | 2,685 | 1,486 | 718 | |||||||||
Diluted weighted-average shares outstanding | 217,711 | 215,295 | 214,195 | |||||||||
Basic earnings per share: | ||||||||||||
Net income | $ | 2.55 | $ | 0.76 | $ | 2.69 | ||||||
Diluted earnings per share: | ||||||||||||
Net income | $ | 2.51 | $ | 0.75 | $ | 2.68 | ||||||
Diluted earnings per share did not includereflect options to purchase 2.6an aggregate of 3.1 million, 5.02.8 million and 5.32.6 million shares for each of the years ended December 31, 2010, 20092012, 2011 and 2008,2010, respectively, because the effect of including them would have been antidilutive.
Note 11.Retirement Plan
We maintain a defined contribution pension plan covering full-time shoreside employees who have completed the minimum period of continuous service. Annual contributions to the plan are discretionary and are based on fixed percentages of participants’participants' salaries and years of service, not to exceed certain maximums. Pension expenses were $13.3$15.2 million, $13.6$15.3 million and $17.3$13.3 million for the years ended December 31, 2012, 2011 and 2010, 2009 and 2008, respectively.
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 12.Income Taxes
We and the majority of our subsidiaries are currently exempt from United States corporate tax on United States source income from the international operation of ships pursuant to Section 883 of the Internal Revenue Code. Regulations under Section 883 have limited the activities that are considered the international operation of a ship or incidental thereto. Accordingly, our provision for United States federal and state income taxes includes taxes on certain activities not considered incidental to the international operation of our ships.
Additionally, some of our ship-operating subsidiaries are subject to income tax under the tonnage tax regimes of Malta or the United Kingdom. Under these regimes, income from qualifying activities is not subject to corporate income tax. Instead, these subsidiaries are subject to a tonnage tax computed by reference to the tonnage of the ship or ships registered under the relevant provisions of the tax regimes. Income from activities not considered qualifying activities, which we do not consider significant, remains subject to Maltese or United Kingdom corporate income tax.
Income tax (expense) benefit for items not qualifying under Section 883, or under tonnage tax regimestaxes and income taxes for the remainder of our subsidiaries was approximately $(21.0)$(55.5) million, $5.0$(20.7) million and $(2.6)$(20.3) million and was recorded withinother income (expense) for the years ended December 31, 2012, 2011 and 2010, 2009 and 2008, respectively. AllIn addition, all interest expense and penalties related to income tax liabilities are classified as income tax expense in withinother income (expense). During 2009, we recorded an out of period adjustment of approximately $12.3 million to correct an error in the calculation of our deferred tax liability. We reduced the deferred tax liability to reflect a change in the enacted Spanish statutory tax rate used to calculate the liability in 2006 which was identified during 2009.
We do not expect to incur income taxes on future distributions of undistributed earnings of foreign subsidiaries. Consequently, no deferred income taxes have been provided for the distribution of these earnings.
Deferred tax assets and liabilities related to our U.S. taxable activities are not material as of December 31, 2010 and 2009. Deferred tax assets and liabilities related to our non-U.S. taxable activities are primarily a result of Pullmantur’s operations. As of December 31, 2010 and 2009, Pullmantur had deferred tax assets of $35.6 million and $41.1 million, respectively, resulting from net operating losses. Net operating losses will expire in years 2021 through 2025. Total losses available for carry forwards as of December 31, 2010 and 2009 are $118.8 million and $137.1 million, respectively.
We regularly review deferred tax assets for recoverability based on our history of earnings, expectations for future earnings, and tax planning strategies. As of December 31, 2010, we believe it is more likely than not that we will recover Pullmantur’s deferred tax assets based on our expectation of future earnings, and implementation of tax planning strategies. Realization of deferred tax assets ultimately depends on the existence of sufficient taxable income to support the amount of deferred taxes. Pullmantur’s operations are significantly influenced byA valuation allowance is recorded in those circumstances in which we conclude it is not more-likely-than-not we will recover the deferred tax assets prior to their expiration. As previously disclosed, during 2012 European economies continued to demonstrate instability in light of heightened concerns over sovereign debt issues as well as the impact of proposed austerity measures on certain markets. The Spanish economy which has been harderwas more severely impacted than mostmany other economies around the world where we tradeoperate and there is significant uncertainty as to whether or when it will recover. AsIn addition, the impact of the Costa Concordia incident has had a result,more lingering effect than expected and the impact in future years is uncertain. Please refer to Note 3.Goodwill for further information.
During the fourth quarter of 2012, we updated our deferred tax asset recoverability analysis for projections included within the goodwill valuation model. These projections, including the impact of recently enacted laws regarding net operating loss utilization, and the review of our tax planning strategies show that it is possibleno longer more-likely-than-not that we may need to establish a valuation allowance for a portion or all ofwill recover the deferred tax asset balance if futureassets prior to their expiration. As such, we have determined that a 100% valuation allowance of our deferred tax assets was required resulting in a deferred income tax expense of $33.7 million. In addition, Pullmantur has a deferred tax liability that was recorded at the time of acquisition. This liability represents the tax effect of the basis difference between the tax and book values of the trademarks and trade names that were acquired at the time of the acquisition. Due to the impairment charge related to these intangible assets, we reduced the deferred tax liability by $5.2 million to $61.5 million. The net $28.5 million impact of these adjustments was recognized in earnings doduring the fourth quarter of 2012 and is reported withinOther (expense) income in our statements of comprehensive income (loss).
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 12.Income Taxes (Continued)
Deferred tax assets, related valuation allowances and deferred tax liabilities related to our operations are not meet expectations or we are unable to successfully implement our tax planning strategies.
Note 13.Fair Value Measurements and Derivative Instruments
Fair Value Measurements
The Company uses quoted prices in active markets when available to determine the fair value of its financial instruments. The estimated fair value of our financial instruments that are not measured at fair value on a recurring basis, categorized based upon the fair value hierarchy, are as follows (in thousands):
| At December 31, 2010 | At December 31, 2009 | |||||||
Long-term debt (including current portion of long-term debt) | $ | 8,775,875 | $ | 7,744,915 | ||||
Long-Term Debt
The
| | Fair Value Measurements at December 31, 2012 Using | Fair Value Measurements at December 31, 2011 Using | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Description | Total | Level 1(1) | Level 2(2) | Level 3(3) | Total | Level 1(1) | Level 2(2) | Level 3(3) | |||||||||||||||||
Assets: | |||||||||||||||||||||||||
Cash and cash equivalents(4) | $ | 194,855 | 194,855 | — | — | $ | 262,186 | 262,186 | — | — | |||||||||||||||
Total Assets | $ | 194,855 | $ | 194,855 | $ | — | $ | — | $ | 262,186 | $ | 262,186 | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||||||||||
Long-term debt (including current portion of long-term debt)(5) | $ | 8,859,310 | 3,917,398 | 4,941,912 | — | $ | 8,557,095 | 3,424,722 | 5,132,373 | — | |||||||||||||||
Total Liabilities | $ | 8,859,310 | $ | 3,917,398 | $ | 4,941,912 | $ | — | $ | 8,557,095 | $ | 3,424,722 | $ | 5,132,373 | $ | — | |||||||||
Table of all other debt were estimated using the present value of expected future cash flows which incorporates our risk profile.Contents
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 13.Fair Value Measurements and Derivative Instruments (Continued)
Other Financial Instruments
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, accrued interest and accrued expenses approximate fair value at December 31, 20102012 and December 31, 2009.2011.
In addition, assets Assets and liabilities that are recorded at fair value have been categorized based upon the fair value hierarchy.
The following table presents information about the Company’sCompany's financial instruments recorded at fair value on a recurring basis (in thousands):
| Fair Value Measurements at December 31, 2010 Using | Fair Value Measurements at December 31, 2009 Using | |||||||||||||||||||||||||||||||
Description | Total | Level 11 | Level 22 | Level 33 | Total | Level 11 | Level 22 | Level 33 | ||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||||||
Derivative financial instruments4 | $ | 195,944 | — | 195,944 | — | $ | 385,760 | — | 375,762 | 9,998 | ||||||||||||||||||||||
Investments5 | $ | 7,974 | 7,974 | — | — | $ | 8,923 | 8,923 | — | — | ||||||||||||||||||||||
Total Assets | $ | 203,918 | $ | 7,974 | $ | 195,944 | $ | — | $ | 394,683 | $ | 8,923 | $ | 375,762 | $ | 9,998 | ||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||
Derivative financial instruments6 | $ | 88,491 | — | 88,491 | — | $ | 79,337 | — | 79,337 | — | ||||||||||||||||||||||
Total Liabilities | $ | 88,491 | $ | — | $ | 88,491 | $ | — | $ | 79,337 | $ | — | $ | 79,337 | $ | — | ||||||||||||||||
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
During 2009, we classified theAtlantic Star as held for sale and recognized a charge of $7.1 million to reduce the carrying value of the ship to its fair value less cost to sell based on a firm offer received during 2009. This amount was recorded withinis derived using valuation models that utilize the income valuation approach. These valuation models take into account the contract terms, such as maturity as well as other operating expenses in our consolidated statement of operations. We determined the fair market value of theAtlantic Starinputs, such as of December 31, 2010 based on comparable ship sales adjusted for the condition, ageforeign exchange rates and size of the ship. We have categorized these inputs as Level 3 because they are largely based on our own assumptions. As of December 31, 2010, the carrying amount of theAtlantic Starwhich we still believe represents its fair value was $46.4 million.
The following table presents a reconciliation of the Company’scurves, fuel call options’ beginningtypes, fuel curves and ending balances as follows (in thousands):
Year Ended December 31, 2010 | Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | Year Ended December 31, 2009 | Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | |||||||
| Fuel Call Options | Fuel Call Options | |||||||||
Balance at January 1, 2010 | $ | 9,998 | Balance at January 1, 2009 | $ | — | |||||
Total gains or losses (realized /unrealized) | Total gains or losses (realized /unrealized) | |||||||||
Included in other income (expense) | (2,824 | ) | Included in other income (expense) | (2,538 | ) | |||||
Purchases, issuances, and settlements | 24,539 | Purchases, issuances, and settlements | 12,536 | |||||||
Transfers in and/or (out) of Level 3 | (31,713 | ) | Transfers in and/or (out) of Level 3 | — | ||||||
Balance at December 31, 2010 | $ | — | Balance at December 31, 2009 | $ | 9,998 | |||||
| The amount of total gains or losses for the period included in other income (expense) attributable to the change in unrealized gains or losses relating to assets still held at the reporting date | $ | (2,824 | ) | The amount of total gains or losses for the period included in other income (expense) attributable to the change in unrealized gains or losses relating to assets still held at the reporting date | $ | (2,538 | ) | |||
During the fourth quarter of 2010, we changed our valuation technique forinterest rate yield curves. For fuel call options, to a market approach method which employs inputs that are observable. The fair value for fuel call options is determined by using the prevailing market price for the instruments consisting of published price quotes for similar assets based on recent transactions in an active market. We believe that Level 2 categorizationFair value for foreign currency collar options is appropriate due to an increase in the observability and transparency of significant inputs. Previously, we derived the fair value of our fuel call optionsdetermined by using standard option pricing models with inputs based on the options’options' contract terms, such as exercise price and data eithermaturity, and readily available or formulated from public market information.data, such as foreign exchange curves, foreign exchange volatility levels and discount rates. All derivative instrument fair values take into account the creditworthiness of the counterparty and the Company.
Net transfers in and/or outoptions. Please refer to the "Fair Value of Level 3 are reported as having occurred at the endDerivative Instruments" table for breakdown by instrument type.
The reported fair values are based on a variety of factors and assumptions. Accordingly, the fair values may not represent actual values of the financial instruments and long-lived assets that could have been realized as of
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 13.Fair Value Measurements and Derivative Instruments (Continued)
December 31, 20102012 or December 31, 2009,2011, or that will be realized in the future, and do not include expenses that could be incurred in an actual sale or settlement.
The following table presents information about the Company's goodwill, indefinite-life intangible assets and long-lived assets for our Pullmantur reporting unit recorded at fair value on a nonrecurring basis (in thousands):
| | Fair Value Measurements at December 31, 2012 Using | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Description | Total | Level 1 | Level 2 | Level 3 | Total Impairment | |||||||||||
Pullmantur Goodwill(1) | $ | 145,539 | — | — | 145,539 | $ | 319,214 | |||||||||
Indefinite-life intangible asset—Pullmantur trademarks and trade names(2) | $ | 204,866 | — | — | 204,866 | $ | 17,356 | |||||||||
Long-lived assets—Pullmantur aircraft(3) | $ | 62,288 | — | — | 62,288 | $ | 48,874 | |||||||||
Goodwill and indefinite-life intangible assets related to Pullmantur with a carrying amount of $459.1 million and $218.9 million, respectively, were written down to its implied fair value of $145.5 million and its fair value of $204.9 million, respectively. The impairment charges, totaling approximately $336.6 million, were recognized during the fourth quarter of 2012 and are reported withinImpairment of Pullmantur related assets in our consolidated statements of comprehensive income (loss). Pullmantur's goodwill and indefinite-life intangible assets are reported withingoodwill andother assets, respectively, in our consolidated balance sheets.
Long-lived assets with a carrying amount of $116.3 million, were written down to their fair value of $62.3 million, resulting in a loss of $48.9 million which was recognized during the fourth quarter of 2012 and is reported withinImpairment of Pullmantur related assets in our consolidated statements of
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 13.Fair Value Measurements and Derivative Instruments (Continued)
comprehensive income (loss). Long-lived assets are reported withinproperty and equipment, net in our consolidated balance sheets.
Derivative Instruments
We are exposed to market risk attributable to changes in interest rates, foreign currency exchange rates and fuel prices. We manage these risks through a combination of our normal operating and financing activities and through the use of derivative financial instruments pursuant to our hedging practices and policies. The financial impact of these hedging instruments is primarily offset by corresponding changes in the underlying exposures being hedged. We achieve this by closely matching the amount, term and conditions of the derivative instrument with the underlying risk being hedged. WeAlthough certain of our derivative financial instruments do not qualify or are not accounted for under hedge accounting, we do not hold or issue derivative financial instruments for trading or other speculative purposes. We monitor our derivative positions using techniques including market valuations and sensitivity analyses.
We enter into various forward, swap and option contracts to manage our interest rate exposure and to limit our exposure to fluctuations in foreign currency exchange rates and fuel prices. These instruments are recorded on the balance sheet at their fair value and the vast majority are designated as hedges. We also have non-derivative financial instruments designated as hedges of our net investment in our foreign operations.operations and investments.
At inception of the hedge relationship, a derivative instrument that hedges the exposure to changes in the fair value of a firm commitment or a recognized asset or liability is designated as a fair value hedge. A derivative instrument that hedges a forecasted transaction or the variability of cash flows related to a recognized asset or liability is designated as a cash flow hedge.
Changes in the fair value of derivatives that are designated as fair value hedges are offset against changes in the fair value of the underlying hedged assets, liabilities or firm commitments. Gains and losses on derivatives that are designated as cash flow hedges are recorded as a component ofaccumulated other comprehensive (loss) income (loss) until the underlying hedged transactions are recognized in earnings. The foreign-currencyforeign currency transaction gain or loss of our non-derivative financial instruments designated as hedges of our net investment in foreign operations and investments are recognized as a component ofaccumulated other comprehensive (loss) income (loss) along with the associated foreign currency translation adjustment of the foreign operation.
On an ongoing basis, we assess whether derivatives used in hedging transactions are “highly effective”"highly effective" in offsetting changes in the fair value or cash flow of hedged items. We use the long-haul method to assess hedge effectiveness using regression analysis for each hedge relationship under our interest rate, foreign currency and fuel hedging programs. We apply the same methodology on a consistent basis for assessing hedge effectiveness to all hedges within each hedging program (i.e. interest rate, foreign currency and fuel). We perform regression analyses over an observation period commensurate with the contractual life of the derivative instrument, up to three years.years for interest rate and foreign currency relationships and four years for fuel relationships. High effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the changes in the fair values of the derivative instrument and the hedged item. The determination of ineffectiveness is based on the amount of dollar offset between the change in fair value of the derivative instrument and the change in fair value of the hedged item at the end of the
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 13.Fair Value Measurements and Derivative Instruments (Continued)
reporting period. If it is determined that a derivative is not highly effective as a hedge or hedge accounting is discontinued, any change in fair value of the derivative since the last date at which it was determined to be effective is recognized in earnings. In addition, the ineffective portion of our highly effective hedges is recognized in earnings immediately and reported inother income (expense) in our consolidated statements of operations.comprehensive income (loss).
Cash flows from derivative instruments that are designated as fair value or cash flow hedges are classified in the same category as the cash flows from the underlying hedged items. In the event that hedge accounting is discontinued, cash flows subsequent to the date of discontinuance are classified consistent with the nature of the instrument.within investing activities. Cash flows from derivative instruments not designated as hedging instruments are classified as investing activities.
Interest Rate Risk
Our exposure to market risk for changes in interest rates relates to our long-term debt obligations including future interest payments. At December 31, 2010,2012, approximately 49%45.8% of our long-term debt was effectively fixed and approximately 51% was floating as compared to 43% and 57%40% as of December 31, 2009, respectively.2011. We use interest rate swap agreements to modify our exposure to interest rate movements and to manage our interest expense. We assess the risk that changes in interest rates will have either on the fair value of debt obligations or on the amount of future interest payments by monitoring changes in interest rate exposures and by evaluating hedging opportunities.
Market risk associated with our long-term fixed rate debt is the potential increase in fair value resulting from a decrease in interest rates. We use interest rate swap agreements that effectively convert a portion of our fixed-rate debt to a floating-rate basis to manage this risk. At December 31, 20102012 and 2009,2011, we maintained interest rate swap agreements on the $420.0 million fixed rate portion of ourOasis of the Seas unsecured amortizing term loan. The interest rate swap agreements effectively changed the interest rate on the balance of the unsecured term loan, which was $315.0 million as of December 31, 2012, from a fixed rate of 5.41% to a LIBOR-based floating rate equal to LIBOR plus 3.87%, currently approximately 4.42%. These interest rate swap agreements are accounted for as fair value hedges.
During 2012, we terminated our interest rate swap agreements that effectively changed $350.0 million of debt with a fixed rate of 7.25% to LIBOR-based floating rate debt plus a margin of 1.72%, currently approximately 2.18%. These interest rate swap agreements are accounted for as fair value hedges.
In an effort to increase our percentage of fixed rate debt, during 2010, we terminated our interest rate swap agreements that effectively changed €1.0 billion of debt with a fixed rate of 5.625% to EURIBOR-based floating rate debt and our cross currency swap agreements that effectively changed €300.0 million of the €1.0 billion floating EURIBOR-based debt to $389.1 million of floating LIBOR-based debt. Upon termination of these swaps, we received net cash proceeds of approximately $115.4 million. The swaps were designated as fair value hedges and terminating the swaps did not result in a gain or loss. We accounted for the terminationreceived net cash proceeds of these swaps by recording the cash received and removing the fair value of the instruments from our consolidated balance sheets. In addition, approximately $91.1$60.6 million which represents anupon termination. A $60.1 million increase to the carrying amountvalue of the €1.0 billion debt is being amortized as a reduction to reduce interest expense over the remaining life of the debt. The
Market risk associated with our long-term floating rate debt is the potential increase in interest expense from an increase in interest rates. We use interest rate swap agreements that effectively convert a portion of our floating-rate debt to a fixed-rate basis to manage this risk. During 2012, we entered into forward-starting interest rate swap agreements that hedge the carrying amountanticipated unsecured amortizing term loans that will finance our purchase ofQuantum of the debt is reported in long-term debt.
During the years ended December 31, 2010Seas and 2009, we recognized in earnings, a net gain of approximately $7.0 million and a net loss of approximately $9.4 million, respectively, which represented the total ineffectivenessAnthem of the fair value hedges pertaining to interest rate and cross currency swaps. The amount for 2009 includes an out of period adjustment of approximately $7.1 million which represents the cumulative reduction in the fair value of certainSeas. Forward-starting interest rate swaps during 2007 and 2008 due to an error in data embedded inhedging the software we use to assist with calculatingQuantum of the fair value of ourSeas loan will effectively convert the interest rate swaps.for $735.0 million of the anticipated loan balance from LIBOR plus 1.30% to a fixed rate of 3.74% (inclusive of margin) beginning in October 2014. Forward-starting interest rate swaps hedging theAnthem of the Seas loan will effectively convert the interest rate for $725.0 million of the anticipated loan balance from LIBOR plus 1.30% to a fixed rate of 3.86% (inclusive of margin) beginning in April 2015. These interest rate swap agreements are accounted for as cash flow hedges.
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 13.Fair Value Measurements and Derivative Instruments (Continued)
In addition, at December 31, 2012 and 2011, we maintained forward-starting interest rate swap agreements that beginning April 2013 effectively convert the interest rate on a portion of theCelebrity Reflection unsecured amortizing term loan balance for approximately $627.2 million from LIBOR plus 0.40% to a fixed-rate (including applicable margin) of 2.85% through the term of the loan. These interest rate swap agreements are accounted for as cash flow hedges.
The notional amount of interest rate swap agreements related to outstanding debt related to interest rate swapsand on our current unfunded financing arrangements as of December 31, 20102012 and 20092011 was $350.0 million$2.4 billion and $1.8$1.3 billion, respectively. The notional amount of outstanding debt related to cross currency swaps as of December 31, 2009 was $389.1 million.
Foreign Currency Exchange Rate Risk
Derivative Instruments
Our primary exposure to foreign currency exchange rate risk relates to our ship construction firm commitmentscontracts denominated in euros and a portion of our euro-denominated debt.growing international business operations. We enter into euro-denominatedforeign currency forward contracts, collar options and cross currency swap agreements to manage ourportions of the exposure to movements in foreign currency exchange rates. During 2010,As of December 31, 2012, the aggregate cost of our ships on order was approximately $3.6 billion, of which we entered into cross currency swap agreements that effectively changed €400.0had deposited $131.0 million as of the €1.0 billion debt with a fixed rate of 5.625% to $509.0 million of debt at a weighted-average fixed rate of 6.625%.
such date. Approximately 2.2%49.7% and 9.0%43.3% of the aggregate cost of the ships on orderunder construction was exposed to fluctuations in the euro exchange rate at December 31, 20102012 and December 31, 2009,2011, respectively. The majority of our foreign exchangecurrency forward contracts, collar options and our cross currency swap agreements are accounted for as cash flow or fair value or cash flow hedges depending on the designation of the related hedge.
We terminated a portion of our foreign currency forward contracts forCelebrity Reflection prior to the ship's delivery in 2012 because the forward contract maturity dates were not aligned with the ship's delivery date. The terminated contracts were designated as cash flow hedges. Simultaneously, we entered into new foreign currency forward contracts that were aligned with the ship's delivery date and designated the contracts as cash flow hedges. We effected the termination of the contracts by entering into offsetting foreign currency forward contracts. Neither the original nor the offsetting foreign currency forward contracts were designated as hedging instruments. As a result, subsequent changes in the fair value of the original and offsetting foreign currency forward contracts were recognized in earnings immediately and were reported withinother income (expense) in our consolidated statements of comprehensive income (loss). We deferred a loss of $10.8 million withinaccumulated other comprehensive income (loss) and a gain of $1.7 million withinproperty and equipment, net for the terminated contracts. During the fourth quarter of 2012, we began recognition of the net deferred loss of $9.1 million todepreciation expense over the estimated useful life of the vessel.
During 2012, we entered into foreign currency collar options to hedge a portion of our foreign currency exposure on the construction contract price ofAnthem of the Seas. These foreign currency collar options are accounted for as cash flow hedges and mature in April 2015.
During 2012, we terminated our cross currency swap agreements that effectively changed €150.0 million of our €1.0 billion unsecured senior notes which bear interest at a fixed rate of 5.625%, to $190.9 million with a fixed rate of 6.68%. We received net cash proceeds of approximately $9.1 million and deferred a loss of $2.6 million withinaccumulated other comprehensive income (loss)
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 13.Fair Value Measurements and Derivative Instruments (Continued)
which we will recognize withininterest expense, net of capitalized interest over the remaining life of the debt.
On a regular basis, we enter into foreign currency forward contracts 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 2012, we maintained an average of approximately $334.7 million of these foreign currency forward contracts. These instruments are not designated as hedging instruments. Changes in the fair value of the foreign currency forward contracts, of approximately $7.7 million, are recognized in earnings withinother income (expense) in our consolidated statements of comprehensive income (loss).
The notional amount of outstanding foreign exchange contracts including our forward contracts, cross currency swap agreements and collar options as of December 31, 20102012 and 2009December 31, 2011 was $2.5$1.2 billion and $3.4$0.9 billion, respectively.
Non-Derivative Instruments
We consider our investments in our foreign operations to be denominated in relatively stable currencies and of a long-term nature. We partially address the exposure of our investments in foreign operations by denominating a portion of our debt in our subsidiaries’subsidiaries' and investments’investments' functional currencies. Ascurrencies and designating it as a hedge of December 31, 2010these subsidiaries and 2009, we haveinvestments. We had assigned debt of approximately €327.7 million and €346.8 million, or approximately $438.7 million and $496.8 million, respectively, as a hedge of our net investmentinvestments in Pullmantur. As of December 31, 2010Pullmantur and 2009, we have assigned debtTUI Cruises of approximately €141.6€481.7 million and €142.9€665.0 million, or approximately $189.5$635.1 million and $204.7$863.2 million, respectively, as a hedge of our net investment in TUI Cruises.through December 31, 2012 and 2011, respectively.
Fuel Price Risk
Our exposure to market risk for changes in fuel prices relates primarily to the consumption of fuel on our ships. We use fuel swap agreements and fuel call options to mitigate the financial impact of fluctuations in fuel prices. During 2010, we terminated 22.9% of our fuel swap agreements as of June 30, 2010 due to a counterparty no longer meeting our guidelines and entered into new fuel swap agreements with a different counterparty. Upon termination of the fuel swaps, we received net cash proceeds of approximately $57.5 million. The swaps were designated as cash flow hedges and terminating the swaps did not result in the recognition of a gain or loss in our consolidated statement of operations. We accounted for the termination of the swaps by recording the cash received and removing the fair value of the instruments from our consolidated balance sheets. At December 31, 2010, $37.2 million of deferred gains associated with the terminated swaps remain in accumulated other comprehensive income (loss) and will be reclassified into earnings during 2011 as this is the period that the hedged forecasted transactions affect earnings.
As of December 31, 2010 and 2009, we have entered into the following fuel swap agreements:
| Fuel Swap Agreements | ||||||||
| Projected fuel purchases for year: | As of December 31, 2010 | As of December 31, 2009 | ||||||
| (metric tons) | ||||||||
2010 | — | 687,000 | ||||||
2011 | 766,000 | 716,000 | ||||||
2012 | 738,000 | 147,000 | ||||||
2013 | 300,000 | — | ||||||
| Fuel Swap Agreements | ||||||||
| Projected fuel purchases for year: | As of December 31, 2010 | As of December 31, 2009 | ||||||
| (% hedged) | ||||||||
2010 | — | 51 | % | |||||
2011 | 58 | % | 50 | % | ||||
2012 | 55 | % | 10 | % | ||||
2013 | 22 | % | — | |||||
Additionally, as of December 31, 2010 and 2009, we have entered into fuel call options on a total of 6.6 million barrels which mature between 2011 and 2013, and 2.8 million barrels, which mature between 2011 and 2012, respectively, in order to provide protection in the event fuel prices exceed the options’ exercise prices. As of December 31, 2010, the fuel call options represent 41% of our projected 2011 fuel requirements, 25% of our projected 2012 fuel requirements and 11% of our projected 2013 fuel requirements. As of December 31, 2009, the fuel call options represented 20% of our projected 2011 fuel requirements and 10% of our projected 2012 fuel requirements.
Our fuel swap agreements are accounted for as cash flow hedges and our fuel call options are not designated as hedging instruments and thus, changes in the fair value of our fuel call options are recognized in earnings immediately and reported in other income (expense) in our consolidated statements of operations.
hedges. At December 31, 20102012, we have hedged the variability in future cash flows for certain forecasted fuel transactions occurring through 2016. As of December 31, 2012 and 2009, $83.62011, we had entered into the following fuel swap agreements:
| | Fuel Swap Agreements | ||||||
|---|---|---|---|---|---|---|---|
| | As of December 31, 2012 | As of December 31, 2011 | |||||
| | (metric tons) | ||||||
2012 | — | 738,000 | |||||
2013 | 755,000 | 644,000 | |||||
2014 | 635,000 | 418,000 | |||||
2015 | 363,000 | 284,000 | |||||
2016 | 104,000 | — | |||||
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 13.Fair Value Measurements and Derivative Instruments (Continued)
| | Fuel Swap Agreements | ||||||
|---|---|---|---|---|---|---|---|
| | As of December 31, 2012 | As of December 31, 2011 | |||||
| | (% hedged) | ||||||
Projected fuel purchases for year: | |||||||
2012 | 0 | % | 55 | % | |||
2013 | 55 | % | 47 | % | |||
2014 | 45 | % | 30 | % | |||
2015 | 25 | % | 20 | % | |||
2016 | 7 | % | — | ||||
At December 31, 2012 and 2011, $47.2 million and $56.9$78.5 million, respectively, of estimated unrealized net gains associated with our cash flow hedges pertaining to fuel swap agreements were expected to be reclassified to earnings fromother accumulated comprehensive (loss) income (loss) within the next twelve months, including $37.2 million related to fuel swap agreements terminated in 2010.months. Reclassification is expected to occur as the result of fuel consumption associated with our hedged forecasted fuel purchases.
During 2012, we terminated our remaining fuel call options by selling offsetting fuel call options. We received net cash proceeds of approximately $10.7 million upon termination. Subsequent to the termination, neither the original nor the offsetting fuel call options are designated as hedging instruments and changes in their fair value are recognized in earnings immediately and are reported inother income (expense) in our consolidated statements of comprehensive income (loss).
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 13.Fair Value Measurements and Derivative Instruments (Continued)
The fair value and line item caption of derivative instruments recorded were as follows:
| | Fair Value of Derivative Instruments | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Asset Derivatives | Liability Derivatives | |||||||||||||||
| | | As of December 31, 2012 | As of December 31, 2011 | | As of December 31, 2012 | As of December 31, 2011 | |||||||||||
| | Balance Sheet Location | Balance Sheet Location | |||||||||||||||
| | Fair Value | Fair Value | Fair Value | Fair Value | |||||||||||||
In thousands | |||||||||||||||||
Derivatives designated as hedging instruments under ASC 815-20(1) | |||||||||||||||||
Interest rate swaps | Other Assets | $ | 5,099 | $ | 65,531 | Other long-term liabilities | $ | 55,471 | $ | 11,369 | |||||||
Cross currency swaps | Other Assets | — | 2,914 | Other long-term liabilities | — | — | |||||||||||
Foreign currency forward contracts | Derivative Financial Instruments | 951 | 1,895 | Accrued expenses and other liabilities | 338 | 31,775 | |||||||||||
Foreign currency forward contracts | Other Assets | 11,564 | — | Other long-term liabilities | 1,000 | — | |||||||||||
Foreign currency collar options | Other Assets | 8,974 | — | Other long-term liabilities | — | — | |||||||||||
Fuel swaps | Derivative Financial Instruments | 48,624 | 82,747 | Accrued expenses and other liabilities | 1,761 | — | |||||||||||
Fuel swaps | Other Assets | 8,585 | 26,258 | Other long-term liabilities | 6,369 | 29,213 | |||||||||||
Total derivatives designated as hedging instruments under 815-20 | 83,797 | 179,345 | 64,939 | 72,357 | |||||||||||||
Derivatives not designated as hedging instruments under ASC 815-20 | |||||||||||||||||
Foreign currency forward contracts | Other Assets | $ | 4,440 | $ | 5,414 | Other long-term liabilities | $ | 11,475 | $ | 11,987 | |||||||
Fuel swaps | Derivative Financial Instruments | — | — | Accrued expenses and other liabilities | 475 | — | |||||||||||
Fuel call options | Derivative Financial Instruments | 8,252 | — | Accrued expenses and other liabilities | 8,230 | — | |||||||||||
Fuel call options | Other Assets | — | 16,371 | Other long-term liabilities | — | — | |||||||||||
Total derivatives not designated as hedging instruments under 815-20 | 12,692 | 21,785 | 20,180 | 11,987 | |||||||||||||
Total derivatives | $ | 96,489 | $ | 201,130 | $ | 85,119 | $ | 84,344 | |||||||||
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 13.Fair Value ofMeasurements and Derivative Instruments (Continued)
Asset Derivatives | Liability Derivatives | |||||||||||||||||||
| As of December 31, 2010 | As of December 31, 2009 | As of December 31, 2010 | As of December 31, 2009 | |||||||||||||||||
Balance Sheet Location | Fair Value | Fair Value | Balance Sheet Location | Fair Value | Fair Value | |||||||||||||||
In thousands | ||||||||||||||||||||
Derivatives designated as hedging instruments under FASB ASC 815-201 | ||||||||||||||||||||
Interest rate swaps | Other Assets | $ | 56,497 | $ | 133,586 | Other long-term liabilities | $ | — | $ | — | ||||||||||
Cross currency swaps | Other Assets | 13,017 | 43,931 | Other long-term liabilities | — | — | ||||||||||||||
Foreign currency forward contracts | Derivative Financial Instruments | — | 31,483 | Accrued expenses and other liabilities | 68,374 | 53,336 | ||||||||||||||
Foreign currency forward contracts | Other Assets | 8,058 | 17,706 | Other long-term liabilities | 19,630 | 4,627 | ||||||||||||||
Fuel swaps | Derivative Financial Instruments | 49,297 | 75,006 | Accrued expenses and other liabilities | — | 17,085 | ||||||||||||||
Fuel swaps | Other Assets | 37,362 | 66,445 | Other long-term liabilities | 487 | 2,269 | ||||||||||||||
Total derivatives designated as hedging instruments under Subtopic 815-20 | $ | 164,231 | $ | 368,157 | $ | 88,491 | $ | 77,317 | ||||||||||||
| Derivatives not designated as hedging instruments under FASB ASC 815-20 | ||||||||||||||||||||
Foreign currency forward contracts | Derivative Financial Instruments | $ | — | $ | 7,605 | Accrued expenses and other liabilities | $ | — | $ | 2,020 | ||||||||||
Fuel call options | Derivative Financial Instruments | 7,194 | — | Accrued expenses and other liabilities | — | — | ||||||||||||||
Fuel call options | Other Assets | 24,519 | 9,998 | Other long-term liabilities | — | — | ||||||||||||||
Total derivatives not designated as hedging instruments under Subtopic 815-20 | $ | 31,713 | $ | 17,603 | $ | — | $ | 2,020 | ||||||||||||
Total derivatives | $ | 195,944 | $ | 385,760 | $ | 88,491 | $ | 79,337 | ||||||||||||
|
The fair value and line item caption of non-derivative instruments recorded was as follows:
| | | Carrying Value | |||||||
|---|---|---|---|---|---|---|---|---|---|
Non-derivative instrument designated as hedging instrument under ASC 815-20 | Balance Sheet Location | As of December 31, 2012 | As of December 31, 2011 | ||||||
In thousands | |||||||||
Foreign currency debt | Current portion of long-term debt | $ | 17,516 | $ | 17,246 | ||||
Foreign currency debt | Long-term debt | 617,593 | 845,971 | ||||||
| $ | 635,109 | $ | 863,217 | ||||||
Non-derivative instruments designated as | Balance Sheet Location | Carrying Value | ||||||||
| As of December 31, 2010 | As of December 31, 2009 | |||||||||
In thousands | ||||||||||
Foreign currency debt | Long-term debt | $ | 628,172 | $ | 701,523 | |||||
| $ | 628,172 | $ | 701,523 | |||||||
The effect of derivative instruments qualifying and designated as hedging instruments and the related hedged items in fair value hedges on the consolidated statementstatements of operationscomprehensive income (loss) was as follows:
| | Location of Gain (Loss) Recognized in Income on Derivative and Hedged Item | Amount of Gain (Loss) Recognized in Income on Derivative | Amount of Gain (Loss) Recognized in Income on Hedged Item | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Derivatives and related Hedged Items under ASC 815-20 Fair Value Hedging Relationships | Year Ended December 31, 2012 | Year Ended December 31, 2011 | Year Ended December 31, 2012 | Year Ended December 31, 2011 | |||||||||||
In thousands | |||||||||||||||
Interest rate swaps | Interest expense, net of interest capitalized | $ | 13,682 | $ | 18,278 | $ | 32,389 | $ | 31,045 | ||||||
Interest rate swaps | Other income (expense) | (1,763 | ) | 7,817 | 2,070 | (7,223 | ) | ||||||||
Interest rate swaps | Extinguishment of unsecured senior notes | — | — | 9,698 | — | ||||||||||
Foreign currency forward contracts | Other income (expense) | — | 22,901 | — | (23,720 | ) | |||||||||
| $ | 11,919 | $ | 48,996 | $ | 44,157 | $ | 102 | ||||||||
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 13.Fair Value Measurements and Derivative Instruments (Continued)
Derivatives and related Hedged | Location of Gain (Loss) | Amount of Gain (Loss) Recognized in Income on Derivative | Amount of Gain (Loss) Recognized in Income on Hedged Item | |||||||||||||||
| Year Ended December 31, 2010 | Year Ended December 31, 2009 | Year Ended December 31, 2010 | Year Ended December 31, 2009 | |||||||||||||||
In thousands | ||||||||||||||||||
Interest rate swaps | Interest expense, net of interest capitalized | $ | 32,340 | $ | 45,466 | $ | 20,443 | $ | — | |||||||||
Cross currency swaps | Interest expense, net of interest capitalized | 987 | 4,394 | — | — | |||||||||||||
Interest rate swaps | Other income (expense) | 22,929 | (8,134 | ) | (21,383 | ) | 2,105 | |||||||||||
Cross currency swaps | Other income (expense) | (42,284 | ) | 6,756 | 47,715 | (10,170 | ) | |||||||||||
Foreign currency forward contracts | Other income (expense) | (62,520 | ) | 28,517 | 63,026 | (25,295 | ) | |||||||||||
| $ | (48,548 | ) | $ | 76,999 | $ | 109,801 | $ | (33,360 | ) | |||||||||
The effect of derivative instruments qualifying and designated as hedging instruments in cash flow hedges on the consolidated financial statements was as follows:
| | | | | | | | Amount of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness testing) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion) | | Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) | |||||||||||||||||||
| | Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | ||||||||||||||||||||||
Derivatives under ASC 815-20 Cash Flow Hedging Relationships | Year Ended December 31, 2012 | Year Ended December 31, 2011 | Year Ended December 31, 2012 | Year Ended December 31, 2011 | Year Ended December 31, 2012 | Year Ended December 31, 2011 | |||||||||||||||||
| In thousands | | | | | | | | | |||||||||||||||
Cross currency swaps | $ | 851 | $ | (6,013 | ) | Other income (expense) | $ | 2,505 | $ | (15,011 | ) | Other income (expense) | $ | — | $ | — | |||||||
Cross currency swaps | — | — | Interest Expense | (2,209 | ) | — | Other income (expense) | — | — | ||||||||||||||
Interest rate swaps | (44,971 | ) | (10,131 | ) | Other income (expense) | — | — | Other income (expense) | (348 | ) | (21 | ) | |||||||||||
Foreign currency forward contracts | 11,928 | (22,263 | ) | Depreciation and amortization expenses | (953 | ) | (734 | ) | Other income (expense) | — | (1,015 | ) | |||||||||||
Foreign currency forward contracts | — | (12,375 | ) | Other income (expense) | (953 | ) | (285 | ) | Other income (expense) | — | — | ||||||||||||
Foreign currency collar options | 3,316 | — | Depreciation and amortization expenses | — | — | Other income (expense) | — | — | |||||||||||||||
Fuel swaps | 87,014 | 121,262 | Fuel | 110,995 | 162,616 | Other income (expense) | (1,041 | ) | 7,086 | ||||||||||||||
$ | 58,138 | $ | 70,480 | $ | 109,385 | $ | 146,586 | $ | (1,389 | ) | $ | 6,050 | |||||||||||
Derivatives under Subtopic Flow Hedging | Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion) | Location of | Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | Location of | Amount of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness testing) | |||||||||||||||||||||||
| Year Ended December 31, 2010 | Year Ended December 31, 2009 | Year Ended December 31, 2010 | Year Ended December 31, 2009 | Year Ended December 31, 2010 | Year Ended December 31, 2009 | |||||||||||||||||||||||
| In thousands | ||||||||||||||||||||||||||||
Interest rate swaps | $ | — | $ | — | Interest Expense, net of interest capitalized | $ | — | $ | (619 | ) | Other income (expense) | $ | — | $ | — | |||||||||||||
Cross currency swaps | 13,016 | — | Other income (expense) | 26,360 | — | Other income (expense) | — | — | ||||||||||||||||||||
Foreign currency forward contracts | (83,601 | ) | 120,867 | Depreciation and amortization expenses | 227 | 271 | Other income (expense) | 207 | 280 | |||||||||||||||||||
Foreign currency forward contracts | — | — | Passenger ticket revenues | — | 103 | Other income (expense) | — | — | ||||||||||||||||||||
Foreign currency forward contracts | (21,021 | ) | 21,814 | Other income (expense) | 1,051 | 452 | Other income (expense) | — | 94 | |||||||||||||||||||
Fuel swaps | 36,729 | 233,447 | Fuel | 40,665 | (82,299 | ) | Other income (expense) | 7,779 | 2,361 | |||||||||||||||||||
| $ | (54,877 | ) | $ | 376,128 | $ | 68,303 | $ | (82,092 | ) | $ | 7,986 | $ | 2,735 | |||||||||||||||
At December 31, 2010, we have hedged the variability in future cash flows for certain forecasted transactions occurring through 2013.
The effect of non-derivative instruments qualifying and designated as hedging instruments in net investment hedges on the consolidated financial statements was as follows:
| | | | | Amount of Gain (Loss) Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Amount of Gain (Loss) Recognized in OCI (Effective Portion) | Location of Gain (Loss) in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing) | |||||||||||||
Non-derivative instruments under ASC 815-20 Net Investment Hedging Relationships | Year Ended December 31, 2012 | Year Ended December 31, 2011 | Year Ended December 31, 2012 | Year Ended December 31, 2011 | |||||||||||
| In thousands | | | | | | ||||||||||
Foreign Currency Debt | $ | (11,065 | ) | $ | 13,241 | Other income (expense) | $ | — | $ | — | |||||
| $ | (11,065 | ) | $ | 13,241 | $ | — | $ | — | |||||||
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 13.Fair Value Measurements and Derivative Instruments (Continued)
Non-derivative instruments under Subtopic 815-20 Net Investment Hedging Relationships | Amount of Gain (Loss) Recognized in OCI (Effective Portion) | Location of Gain (Loss) in Income and Amount Excluded from Effectiveness Testing) | Amount of Gain (Loss) Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing) | |||||||||||||||
| Year Ended December 31, 2010 | Year Ended December 31, 2009 | Year Ended December 31, 2010 | Year Ended December 31, 2009 | |||||||||||||||
| In thousands | ||||||||||||||||||
Foreign Currency Debt | $ | 49,727 | $ | (2,526 | ) | Other income (expense) | $ | — | $ | — | ||||||||
| $ | 49,727 | $ | (2,526 | ) | $ | — | $ | — | ||||||||||
The effect of derivatives not designated as hedging instruments on the consolidated financial statements was as follows:
Derivatives Not Designated as Hedging | Location of Gain (Loss) Recognized | Amount of Gain (Loss) Recognized in Income on Derivative | ||||||||
| Year Ended December 31, 2010 | Year Ended December 31, 2009 | |||||||||
In thousands | ||||||||||
Foreign exchange contracts | Other income (expense) | $ | (50 | ) | $ | 247 | ||||
Fuel call options | Other income (expense) | (2,824 | ) | (2,538 | ) | |||||
| $ | (2,874 | ) | $ | (2,291 | ) | |||||
| | | Amount of Gain (Loss) Recognized in Income on Derivative | |||||||
|---|---|---|---|---|---|---|---|---|---|
Derivatives Not Designated as Hedging Instruments under ASC 815-20 | Location of Gain (Loss) Recognized in Income on Derivative | Year Ended December 31, 2012 | Year Ended December 31, 2011 | ||||||
| In thousands | | | | ||||||
Foreign currency forward contracts | Other income (expense) | $ | 7,152 | $ | 4,633 | ||||
Fuel swaps | Other income (expense) | (3,058 | ) | — | |||||
Fuel call options | Other income (expense) | (5,613 | ) | 18,915 | |||||
| $ | (1,519 | ) | $ | 23,548 | |||||
Credit Related Contingent Features
Starting in 2012, our Our current interest rate derivative instruments may require us to post collateral if our Standard & Poor’sPoor's and Moody’sMoody's credit ratings areremain below specified levels. Specifically, if on the fifth anniversary of entering into a derivative transaction and on all succeeding fifth-year anniversaries our credit ratings for our senior unsecured debt were to be below BBB- by Standard & Poor’sPoor's and Baa3 by Moody’s,Moody's, then each counterparty to such derivativesderivative transaction with whom we are in a net liability position that exceeds the applicable minimum call amount may demand that we post collateral in an amount equal to the net liability position. The amount of collateral required to be posted following such event will change each time our net liability position increases or decreases by more than the applicable minimum call amount. If our credit rating for our senior debt is subsequently equal to, or above BBB- by Standard & Poor’sPoor's or Baa3 by Moody’s,Moody's, then any collateral posted at such time will be released to us and we will no longer be required to post collateral unless we meet the collateral trigger requirement at the next fifth-year anniversary. Currently, our senior unsecured debt credit rating is BB with a stable outlook by Standard & Poor’sPoor's and Ba2Ba1 with a stable outlook by Moody’s. Only ourMoody's. We currently have four interest rate instrumentsderivative hedges that have a term of at least five yearsyears. The aggregate fair values of all derivative instruments with such credit-related contingent features in net liability positions as of December 31, 2012 and December 31, 2011 were $55.5 million and $11.4 million, respectively, which do not include the impact of any such derivatives in net asset positions. The earliest that any of the four interest rate derivative hedges will not reach their fifth anniversary until July 2012.is November 2016. Therefore, as of December 31, 2010,2012, we arewere not required to post any collateral for any of our derivative instruments.transactions.
Note 14.Commitments and Contingencies
Capital Expenditures
Our future capital commitments consist primarily of new ship orders. As of December 31, 2010,2012, we had two Solstice-classQuantum-class ships designated for Celebrity Cruises,and one Oasis-class ship on order for our Royal Caribbean International brand with an aggregate additional capacity of approximately 5,85013,600 berths. The agreement for our Oasis-class ship is subject to certain closing conditions and is expected to become effective in the first quarter of 2013. We also have an option to construct a fourth Oasis-class ship which will expire five days prior to the first anniversary of the effective date of the contract.
During 2012, we exercised our option under the agreement with Meyer Werft to constructAnthem of the Seas, the second Quantum-class ship, with approximately 4,100 berths which is expected to enter
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 14.Commitments and Contingencies (Continued)
service in the second quarter of 2015. During 2011, we entered into credit agreements to finance the construction ofQuantum of the Seas andAnthem of the Seas. Each facility makes available to us unsecured term loans in an amount up to the United States dollar equivalent corresponding to approximately €595.0 million. Hermes has agreed to guarantee to the lenders payment of 95% of the financing. The loans will amortize semi-annually and will mature 12 years following delivery of the applicable ship. Pursuant to the credit agreements, interest on the loans will accrue at our election (to be made prior to funding) at either a fixed rate of 4.76% or a floating rate of LIBOR plus a margin of 1.30%. Separately, we have entered into forward-starting interest rate swap agreements which effectively convert the floating rates available to us per the credit agreements to fixed rates (including applicable margin) of 3.74% and 3.86% forQuantum of the Seas andAnthem of the Seas, respectively. See Note 13.Fair Value Measurements and Derivative Instruments for further information regarding these swap agreements.
As of December 31, 2012, the aggregate cost of the twoour ships including amounts due to the shipyard and other ship related costs ison order was approximately $1.8$3.6 billion, of which we havehad deposited $199.3$131.0 million as of December 31, 2010.such date. Approximately 2.2%49.7% of the aggregate cost of the ships on order was exposed to fluctuations in the euro exchange rate at December 31, 2010.2012. (See Note 13.Fair Value Measurements and Derivative Instruments). As of December 31, 2010, we anticipated overall capital expenditures, including the two ships on order, will be approximately $1.0 billion for 2011, $1.0 billion for 2012 and $350.0 million for 2013.
InLitigation
Between August 1, 2011 and September 8, 2011, three similar purported class action lawsuits were filed against us and certain of our current and former officers in the U.S. District Court of the Southern District of Florida. The cases have since been consolidated and a consolidated amended complaint was filed on February 2011, we reached a conditional agreement with Meyer Werft to build the first17, 2012. The consolidated amended complaint was filed on behalf of a new generationpurported class of purchasers of our common stock during the period from October 26, 2010 through July 27, 2011 and names the Company, our Chairman and CEO, our CFO, the President and CEO of our Royal Caribbean International cruise ships.brand and the former President and CEO of our Celebrity Cruises brand as defendants. The ship will have a capacityconsolidated amended complaint alleges violations of approximately 4,100 berths based on double occupancy and is expected to enter service in the fourth quarter of 2014. The agreement will become definitive upon satisfaction of several conditions, including financing. We also have an option to construct a second shipSection 10(b) of the same class which will expire on February 28, 2012, subject to earlier acceleration under certain circumstances. Including the conditional agreement for the first ship, our anticipated overall capital expenditures will be approximately $1.0 billion for 2011, $1.0 billion for 2012, $350.0 million for 2013Securities Exchange Act of 1934 and $1.1 billion for 2014.
Litigation
We commenced an action in June 2010 in the United States District Court for Puerto Rico seeking a declaratory judgment that Puerto Rico’s distributorship laws do not apply to our relationship with an international representative located in Puerto Rico. In September 2010, that international representative filed a number of counterclaims against Royal Caribbean Cruises Ltd. and Celebrity Cruises Inc. alleging violations of Puerto Rico’s distributorship laws, bad faith breach of contract, tortious interference with contract, violations of various federal and state antitrust and unfair competition laws. The international representative is seeking in excess of $40.0 million on each of these counterclaims together with treble damages in the amount of $120.0 million on several of the counterclaimsSEC Rule 10b-5 as well as, injunctive reliefin the case of the individual defendants, the control person provisions of the Securities Exchange Act. The complaint principally alleges that the defendants knowingly made incorrect statements concerning the Company's outlook for 2011 by not taking into proper account lagging European and declaratory judgment.Mediterranean bookings. The consolidated amended complaint seeks unspecified damages, interest, and attorneys' fees. We filed a motion to dismiss the complaint on April 9, 2012. Briefing on that motion was completed on August 2, 2012. The motion is currently pending. We believe that the claims made against us are without merit and we intend to vigorously defend ourselves against them.
In September 2010, the United States District Court for the Western District of Washington denied motions seeking permission by the Court to rename A class action complaint was filed in June 2011 against Royal Caribbean Cruises Ltd., Celebrity Cruises Inc. and other cruise lines as defendants in five actions, one of which is a pending class action, being brought against Park West Galleries, Inc., doing business as Park West Gallery, PWG Florida, Inc., Fine Art Sales, Inc., Vista Fine Art LLC, doing business as Park West At Sea (together, “Park West”), and other named and unnamed parties. Royal Caribbean Cruises Ltd. and Celebrity Cruises Inc. had previously been dismissed from these actions on the basis that the claims against them were not timely filed and/or properly pled. The actions are being brought on behalf of purchasers of artwork at shipboard art auctions conducted by Park West on the named cruise lines alleging that the artwork Park West sells is not what it represents to its customers and that Royal Caribbean Cruises Ltd., Celebrity Cruises Inc. and other named cruise lines are complicit in the activities of Park West, including engaging in a conspiracy with Park West in violation of the Racketeer Influenced and Corrupt Organizations Act (“RICO”), and are being enriched unjustly from the sale of the artwork. The actions seek refund and restitution of all monies acquired from the sale of artwork at shipboard auctions, recovery for the amount of payments for the purchased artwork, damages on the RICO claims in an indeterminate amount, and other permitted statutory damages and equitable relief. We will vigorously oppose any attempt by plaintiffs to rename either Royal Caribbean Cruises Ltd. or Celebrity Cruises Inc. as defendants and, if we are so renamed, we believe we have meritorious defenses to the claims against us which we will vigorously pursue. Under the current facts and circumstances, we no longer consider this matter to be a material proceeding.
Commencing in September 2009 and through August 2010 demands for arbitration were made under our collective bargaining agreement covering Celebrity Cruises’ crewmembers on behalf of twenty nine current and/or former Celebrity Cruises’ cabin stewards and others similarly situated. These demands, all brought by the same counsel, contend that between 2001 and 2005 Celebrity Cruises improperly required the named cabin stewards to share guest gratuities with assistant cabin stewards. The demands seek payment of damages, including penalty wages, under the U.S. Seaman’s Wage Act of approximately $0.6 million for the named crewmembers and estimates damages in excess of $200.0 million, for the entire class of other similarly situated crewmembers. In the fourth quarter of 2010, all but five of the demands were dismissed for failure to file the claims timely and the other five are pending determination. Counsel has brought an action in the United States District Court for the Southern District of Florida seeking to overturn these arbitration awards, and is also appealing the dismissal of a similar action brought in October 2009 on behalf of tena purported class of stateroom attendants employed onboard Royal Caribbean International cruise vessels alleging that they were required to pay other crew members to help with their duties in violation of the U.S. Seaman's Wage Act. The lawsuit also alleges that certain stateroom attendants were required to work back of house assignments without the ability to earn gratuities in violation of the U.S. Seaman's Wage Act. Plaintiffs seek judgment for damages, wage penalties and others similarly situatedinterest in an indeterminate amount. In May 2012, the Court granted our motion to dismiss the complaint on the basis that the applicable collective bargaining agreement requires any such claims to be arbitrated. Plaintiff's appeal of this decision was dismissed for lack of jurisdiction by the United States District Court for the Southern District of Florida making the same contentionsAppeals, 11th Circuit. Plaintiffs are
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 14.Commitments and Contingencies (Continued)
seeking the same damages as the arbitration demands.to renew their appeal. We believe we have meritorious defenses to the pending arbitration demandsappeal is without merit as are the underlying claims made against us and actions which we intend to vigorously pursue. Underdefend ourselves against them.
Because of the current facts and circumstances,inherent uncertainty as to the outcome of the proceedings described above, we no longer considerare unable at this mattertime to be a material proceeding.estimate the possible impact of these matters on us.
We are routinely involved in other claims typical within the cruise vacation industry. The majority of these claims are covered by insurance. We believe the outcome of such claims, net of expected insurance recoveries, will not have a material adverse impact on our financial condition or results of operations.operations and cash flows.
Operating Leases
In July 2002, we entered into an operating lease denominated in British pound sterling for theBrilliance of the Seas.Seas. The lease payments vary based on sterling LIBOR. The lease has a contractual life of 25 years; however, both the lessor has the rightand we have certain rights to cancel the lease at years 10 and 18. Accordingly, the lease term for accounting purposes is 10 years.year 18 (i.e. 2020) upon advance notice given approximately one year prior to cancellation. In the event of early termination at year 10,18, we have the option to cause the sale of the vessel at its fair value and to use the proceeds towardtowards the applicable termination obligation plus any unpaid amounts due under the contractual term of the lease.payment. Alternatively, we cancould opt at such time to make a termination payment of approximately £126.0£65.4 million, or approximately $196.7$106.3 million based on the exchange rate at December 31, 2010, if the lease is canceled in 2012, and relinquish our right to cause the sale of the vessel. This is analogous to a guaranteed residual value. This termination amount, which is our maximum exposure, has been included in the table below for noncancelable operating leases. Under current circumstances we do not believe early termination of this lease is probable.
Under theBrilliance of the Seas operating lease, we have agreed to indemnify the lessor to the extent its after-tax return is negatively impacted by unfavorable changes in corporate tax rates, capital allowance deductions and certain unfavorable determinations which may be made by United Kingdom tax authorities. These indemnifications could result in an increase in our lease payments. We are unable to estimate the maximum potential increase in our lease payments due to the various circumstances, timing or a combination of events that could trigger such indemnifications. We have been advised by the lessor that theThe United Kingdom tax authorities are disputing the lessor’slessor's accounting treatment of the lease and that the partieslessor and tax authorities are in discussions on the matter. If the characterization of the lease is ultimately determined to be incorrect, we could be required to indemnify the lessor under certain circumstances. The lessor has advised us that they believe their characterization of the lease is correct. Based on the foregoing and our review of available information, we do not believe an indemnification payment is probable. However, if the lessor loses its dispute and we are required to indemnify the lessor, we cannot at this time predict the impact that such an occurrence would have on our financial condition and results of operations.
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 14.Commitments and Contingencies (Continued)
In addition, we are obligated under other noncancelable operating leases primarily for offices, warehouses and motor vehicles. As of December 31, 2010,2012, future minimum lease payments under noncancelable operating leases were as follows (in thousands):
Year | | |||
|---|---|---|---|---|
2013 | $ | 65,929 | ||
2014 | 60,357 | |||
2015 | 58,206 | |||
2016 | 55,547 | |||
2017 | 52,796 | |||
Thereafter | 338,113 | |||
| $ | 630,948 | |||
Year | ||||
2011 | $ | 53,688 | ||
2012 | 223,943 | |||
2013 | 16,416 | |||
2014 | 14,954 | |||
2015 | 13,400 | |||
Thereafter | 95,849 | |||
| $ | 418,250 | |||
Total expense for all operating leases amounted to $50.8$61.6 million, $54.2$60.2 million and $67.6$50.8 million for the years 2010, 20092012, 2011 and 2008,2010, respectively.
Other
Some of the contracts that we enter into include indemnification provisions that obligate us to make payments to the counterparty if certain events occur. These contingencies generally relate to changes in taxes, increased lender capital costs and other similar costs. The indemnification clauses are often standard contractual terms and are entered into in the normal course of business. There are no stated or notional amounts included in the indemnification clauses and we are not able to estimate the maximum potential amount of future payments, if any, under these indemnification clauses. We have not been required to make any payments under such indemnification clauses in the past and, under current circumstances, we do not believe an indemnification in any material amount is probable.
If (i) any person other than A. Wilhelmsen AS. and Cruise Associates and their respective affiliates (the "Applicable Group") acquires ownership of more than 30%33% of our common stock and our two principal shareholders, in the aggregate, ownApplicable Group owns less of our common stock than such person, and do not collectively have the rightor (ii) subject to elect, or to designate for election, at leastcertain exceptions, during any 24-month period, a majority of the boardBoard is no longer comprised of directors,individuals who were members of the Board on the first day of such period, we may be obligated to prepay indebtedness outstanding under the majority of our credit facilities, which we may be unable to replace on similar terms. Certain of our outstanding debt securities also contain change of control provisions that would be triggered by the acquisition of greater than 50% of our common stock by a person other than a member of the Applicable Group coupled with a ratings downgrade. If this were to occur, it would have an adverse impact on our liquidity and operations.
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 14.Commitments and Contingencies (Continued)
At December 31, 2010,2012, we have future commitments to pay for our usage of certain port facilities, marine consumables, services and maintenance contracts as follows (in thousands):
Year | ||||
2011 | $ | 159,255 | ||
2012 | 127,925 | |||
2013 | 99,786 | |||
2014 | 54,704 | |||
2015 | 51,893 | |||
Thereafter | 167,142 | |||
| $ | 660,705 | |||
Year | | |||
|---|---|---|---|---|
2013 | $ | 231,137 | ||
2014 | 144,288 | |||
2015 | 128,805 | |||
2016 | 83,603 | |||
2017 | 94,631 | |||
Thereafter | 96,648 | |||
| $ | 779,112 | |||
Note 15.Related Parties
A. Wilhelmsen AS. and Cruise Associates collectively own approximately 34.9% of our common stock and are parties to a shareholders’ agreement which provides that our board of directors will consist of four nominees of A. Wilhelmsen AS., four nominees of Cruise Associates and our Chief Executive Officer. They have the power to determine, among other things, our policies and the policies of our subsidiaries and actions requiring shareholder approval.
Note 16.Quarterly Selected Financial Data (Unaudited)
| (In thousands, except per share data) | ||||||||||||||||||||||||||||||||
| First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||||||||||||||||||
| 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | |||||||||||||||||||||||||
Total revenues1 | $ | 1,485,650 | $ | 1,325,602 | $ | 1,601,697 | $ | 1,349,015 | $ | 2,060,659 | $ | 1,763,542 | $ | 1,604,498 | $ | 1,451,667 | ||||||||||||||||
Operating income | $ | 91,752 | $ | 44,253 | $ | 143,684 | $ | 55,062 | $ | 445,502 | $ | 306,841 | $ | 121,695 | $ | 82,355 | ||||||||||||||||
Net income (loss)2,3, 4 | $ | 87,447 | $ | (36,238 | ) | $ | 60,546 | $ | (35,086 | ) | $ | 356,767 | $ | 230,392 | $ | 42,707 | $ | 3,353 | ||||||||||||||
Earnings (Loss) per share: | ||||||||||||||||||||||||||||||||
Basic | $ | 0.41 | $ | (0.17 | ) | $ | 0.28 | $ | (0.16 | ) | $ | 1.66 | $ | 1.08 | $ | 0.20 | $ | 0.02 | ||||||||||||||
Diluted | $ | 0.40 | $ | (0.17 | ) | $ | 0.28 | $ | (0.16 | ) | $ | 1.64 | $ | 1.07 | $ | 0.20 | $ | 0.02 | ||||||||||||||
Dividends declared per share | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
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F-32
| | (In thousands, except per share data) | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||||||||||
| | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | |||||||||||||||||
Total revenues(1) | $ | 1,834,480 | $ | 1,671,995 | $ | 1,821,004 | $ | 1,767,873 | $ | 2,226,390 | $ | 2,321,994 | $ | 1,806,150 | $ | 1,775,401 | |||||||||
Operating income(2) | $ | 135,375 | $ | 149,534 | $ | 96,905 | $ | 168,190 | $ | 452,137 | $ | 507,742 | $ | (281,307 | ) | $ | 106,162 | ||||||||
Net income (loss)(2),(3) | $ | 46,964 | $ | 78,410 | $ | (3,653 | ) | $ | 93,491 | $ | 367,779 | $ | 398,958 | $ | (392,803 | ) | $ | 36,562 | |||||||
Earnings per share: | |||||||||||||||||||||||||
Basic | $ | 0.22 | $ | 0.36 | $ | (0.02 | ) | $ | 0.43 | $ | 1.69 | $ | 1.84 | $ | (1.80 | ) | $ | 0.17 | |||||||
Diluted | $ | 0.21 | $ | 0.36 | $ | (0.02 | ) | $ | 0.43 | $ | 1.68 | $ | 1.82 | $ | (1.80 | ) | $ | 0.17 | |||||||
Dividends declared per share | $ | 0.10 | $ | — | $ | 0.10 | $ | — | $ | 0.12 | $ | 0.10 | $ | 0.12 | $ | 0.10 | |||||||||