Mail stop 3561
October 7, 2005
Mr. Richard D.Fain
Chairman and Chief Executive Officer
Royal Caribbean Cruises, Ltd.
1050 Caribbean Way
Miami, FL 33132
Re: Royal Caribbean Cruises, Ltd.
Form 10-K for the year ended December 31, 2004
File No. 001-11884
Filed March 14, 2005
Dear Mr. Fain:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the year ended December 31, 2004
Consolidated Statements of Shareholders` Equity, page F-7
1. Provide in future filings, the beginning and ending accumulated
derivative gain or loss and the net amount of any reclassification
of
gains or losses into earnings. For guidance, refer to paragraph
47
or FAS 133.
Note 2 - Summary of Significant Accounting Policies, page F-8
Property and Equipment, page F-8
2. We note that you are accruing for estimated dry docking costs
over
the period to the next dry docking. Please note it is the staff
position that this is no longer an acceptable accounting method
within your industry. The accrual method assumes that you have
incurred a liability at the balance sheet date. However, we do
not
believe that an obligation has been incurred at the balance sheet
date under the definition set forth in CON 6, paragraph 35. We
note
that EITF Topic D-88 does not provide guidance on how to account
for
dry docking costs; rather it provides a discussion of methods
currently being used in the industry and states that the SEC staff
would not object to a conclusion that a change from accruing in
advance to another method is preferable. The discussion in Topic
D-
88, in March 2000, was in anticipation that a planned SOP project
would prohibit accruing in advance. The SOP project was
discontinued
in April 2004 and it has since been staff position that this is
not
an acceptable accounting method within your industry. Currently,
the
only acceptable methods within your industry are the expensing of
costs as incurred or the deferral method. We believe that you
should
revise your accounting policy footnote and financial statements to
account for these costs under one of the two acceptable methods
noted
above.
Advertising Costs, page F-9
3. Please disclose the amount of advertising costs reported as
assets
in each balance sheet presented. For guidance, refer to paragraph
49
of SOP 93-7.
Note 11 - Financial Instruments, page F-16
4. We note your use of foreign currency forward contracts used to
hedge your exposure to fluctuations in foreign currency exchange
rates for two ship construction contracts. For derivative
instruments designated as fair value hedges and cash flow hedges,
please disclose the net gain or loss recognized in earnings during
the reporting period. Such gains or losses might arise due to any
hedge ineffectiveness or for any component of a derivative
instruments` gain excluded from the assessment of hedge
effectiveness. In addition, provide a description of where the
net
gain or loss is reported in the statement of income. For
guidance,
refer to paragraph 45 of FAS 133.
5. For derivative instruments designated as cash flow hedges
(foreign
currency contracts, interest rate swaps and fuel swap agreements),
provide in future filings a description of the transactions or
other
events that will result in the reclassification into earnings of
gains and losses that are reported in accumulated other
comprehensive
income, and the estimated net amount of the existing gains or
losses
at the reporting date that is expected to be reclassified into
earnings within the next 12 months. For guidance, refer to
paragraph
45 of FAS 133.
Note 12 - Commitments and Contingencies, page F-18
6. We note your disclosure of the potential $242 million payment
on
the Brilliance operating lease, which is your maximum exposure in
the
event of early termination of the lease. Please tell us, and
revise
to disclose, to what this potential termination payment relates
(e.g., residual value guarantee). Also, tell us, and revise to
disclose, your evaluation of the likelihood of the incurrence of a
liability under SFAS 5, related to this contingency.
7. Please confirm to us that you amortize all property and
equipment
associated with the Brilliance operating lease over a period not
exceeding the 10 year lease term used for accounting purposes.
8. We note the attachment of a copy of the Brilliance lease dated
July 5, 2002 with your correspondence letter to us dated February
10,
2004; however, this lease agreement does not appear to be filed as
an
exhibit to your financial statements which would enable the public
to
access the document. Please file a copy of this agreement as an
exhibit to your financial statements as it appears the operating
lease for the Brilliance is a material contract to the company.
Refer to Item 601 of Regulation S-K for guidance.
9. We note your disclosure that if A. Wilhelmsen AS and Cruise
Associates cease to own a specified percentage of your common
stock,
you may be obligated to prepay certain indebtedness, which you may
be
unable to replace on similar terms. Please explain to us why you
may
be unable to replace the debt on similar terms if these parties
cease
to be shareholders.
Exhibits
10. Please provide Schedule II, Valuation and Qualifying Accounts
as
required by Regulation S-X, Article 05-04 to demonstrate activity
within your allowance for trade receivables. Schedule II may be
provided as part of your future filings. In addition provide as
part
of your response, a roll forward of activity in your allowance for
trade receivables for the period ending December 31, 2003 and
December 31, 2004.
* * * * *
Please file your response to our comments via EDGAR within 10
business days from the date of this letter. Please understand
that
we may have additional comments after reviewing your response.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision. Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Tracie Northan at 202-551-3311, Lyn Shenk at
202-551-3380, or me at 202-551-3812 if you have questions
regarding
comments on the financial statements and related matters.
Sincerely,
Michael Fay
Branch Chief Accountant
Via facsimile: Luis E. Leon, CFO
(305) 372-0441
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Mr. Richard D. Fain
Royal Caribbean Cruises, Ltd.
October 7, 2005
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