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Item 9A. Controls and Procedures

2022-03-01 compared with 2021-02-26 · 751 added, 755 removed, 1819 unchanged (45% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chairman and Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e), as of the end of the period covered by this report.

Based upon such evaluation, our Chairman and Chief Executive Officer and Chief Financial Officer concluded that those controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chairman and Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission's (the "SEC") rules and forms.

Our management, with the participation of our President and Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e), as of the end of the period covered by this report.

Based upon such evaluation, our President and Chief Executive Officer and Chief Financial Officer concluded that those controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our President and Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission's (the "SEC") rules and forms.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

Our management, with the participation of our Chairman and Chief Executive Officer and our Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Our management, with the participation of our President and Chief Executive Officer and our Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2021.

7 unchanged sentences

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Items 10, 11, 12, 13 and 14.

10 unchanged sentences

" Certain Relationships and Related Person Transactions ";

"Section 16(a) Beneficial Ownership Reporting Compliance" ;

"Delinquent Section 16(a) Reports" ;

"Executive Compensation" ;

12 unchanged sentences

(1) Financial Statement Schedules

Exhibits 10.90 through 10.111 represent management compensatory plans or arrangements.

Incorporated By Reference

Exhibit Number Exhibit Description Form Exhibit Filing Date/ Period End Date

Exhibit Number Form Exhibit Filing Date/ Period End Date

3.1 Restated Articles of Incorporation of the Company, as amended (composite)

11 unchanged sentences

8-K 4.1 11/28/2017

4.7 Indenture dated as of January 30, 2017 among Silversea Cruise Finance Ltd., as issuer, Citibank, N.A., London Branch, as Trustee, as Principal Paying Agent and as Security Agent, and Citigroup Global Markets Deutschland AG, as Registrar

10-K 4.7 12/31/2018

4.8 Supplemental Indenture dated as of February 1, 2017 by and among Silversea Cruise Finance Ltd., as issuer, the other parties listed as New Guarantors, and Citibank, N.A., London Branch, as Trustee

10-K 4.8 12/31/2018

4.9 Second Supplemental Indenture dated as of February 1, 2019 by and between Silversea Cruise Finance Ltd., as issuer, and Citibank, N.A., London Branch, as Trustee

10-K 4.9 12/31/2018

4.7 Description of the Company's Securities

10-K 4.10 12/31/2020

4.8 Indenture, dated May 19, 2020, among the Company, the guarantors named therein, and The Bank of New York Mellon Trust Company, N.A., as trustee, principal paying agent, transfer agent, registrar and security agent.

4 unchanged sentences

8-K 4.2 6/9/2020

Incorporated By Reference

Exhibit Number Exhibit Description Form Exhibit Filing Date/ Period End Date

4.11 Indenture, dated October 16, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, paying agent, registrar, custodian and conversion agent.

8-K 4.1 10/16/2020

4.12 Indenture, dated March 29, 2021, among the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, principal paying agent, transfer agent, registrar and security agent

8-K 4.1 3/30/2021

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

4.13 Indenture, dated June 24, 2021, among the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, principal paying agent, transfer agent and registrar

8-K 4.1 6/24/2021

4.14 Indenture, dated August 19, 2021, among the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, principal paying agent, transfer agent and registrar

8-K 4.1 8/19/2021

4.15 Indenture, dated January 7, 2022, among the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, principal paying agent, transfer agent and registrar

8-K 4.1 1/7/2022

10.1 Amended and Restated Registration Rights Agreement dated as of July 30, 1997, by and among the Company, A.

7 unchanged sentences

10.4 Amendment No.

1 to the Amended and Restated Credit Agreement, dated as of May 24, 2019, among the Company, the various financial institutions party thereto and Nordea Bank ABP, as administrative agent

10-Q 10.3 7/25/2019

10.5 Amendment to the Credit Agreement, dated as of October 12, 2017, by and among the Company, the various financial institutions as are or shall become parties thereto and Nordea Bank AB (PUBL), New York branch, as administrative agent for the lender parties

8-K 10.3 10/17/2017

10.6 Amendment No.

4 to Hull No.

24 unchanged sentences

Incorporated By Reference

Exhibit Number Exhibit Description Form Exhibit Filing Date/ Period End Date

Exhibit Number Form Exhibit Filing Date/ Period End Date

10.11 Amendment and Restatement Agreement, dated as of August 15, 2019, in respect of a Facility Agreement dated, as of July 9, 2013, by and between the Company, the Lenders from time to time party thereto, Société Générale, as Facility Agent and Mandated Lead Arranger, BNP Paribas, as Documentation Bank and Mandated Lead Arranger, and HSBC France, as Mandated Lead Arranger

36 unchanged sentences

Incorporated By Reference

Exhibit Number Exhibit Description Form Exhibit Filing Date/ Period End Date

Exhibit Number Form Exhibit Filing Date/ Period End Date

10.23 Novation Agreement, dated as of July 24, 2017, between Hoediscus Finance Ltd., Royal Caribbean Cruises Ltd., Citibank Europe Plc, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC France, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch and the banks and financial institutions as lender parties thereto

19 unchanged sentences

10.30 Icon 3 Hull No.

1402 Credit Agreement, dated as of December 18, 2019, between Royal Caribbean Cruises Ltd., as the Borrower, KfW IPEX-Bank GmbH, as Facility Agent CIRR Agent, Documentation Agent, Hermes Agent, Initial Man dated Lead Arranger and Sole Bookrunner, and the Lenders and Residual Risk Guarantors from time to time party thereto

1402 Credit Agreement, dated as of December 18, 2019, between Royal Caribbean Cruises Ltd., as the Borrower, KfW IPEX-Bank GmbH, as Facility Agent CIRR Agent, Documentation Agent, Hermes Agent, Initial Mandated Lead Arranger and Sole Bookrunner, and the Lenders and Residual Risk Guarantors from time to time party thereto

8-K 10.1 12/20/2019

11 unchanged sentences

Incorporated By Reference

Exhibit Number Exhibit Description Form Exhibit Filing Date/ Period End Date

Exhibit Number Form Exhibit Filing Date/ Period End Date

10.34 Term Loan Agreement, dated as of March 23, 2020, among Royal Caribbean Cruises Ltd., the various financial institutions as are or shall be party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent for the lender parties and as collateral agent for the secured parties

21 unchanged sentences

8-K 10.3 5/4/2020

10.43 Amendment to the Amended and Restated Credit Agreement, dated as of May 7, 2020, among Royal Caribbean Cruises Ltd., the various financial institutions party thereto and Nordea Bank ABP, New York Branch as administrative agent

8-K 10.1 5/11/2020

10.41 Amendment to the Amended and Restated Credit Agreement, dated as of May 7, 2020, among Royal Caribbean Cruises Ltd., the various financial institutions party thereto and The Bank of Nova Scotia as administrative agent

8-K 10.2 5/11/2020

10.45 Amendment to the Term Loan Agreement, dated as of May 7, 2020, among Royal Caribbean Cruises Ltd., the various financial institutions party thereto and Bank of America, N.A.

as administrative agent

8-K 10.3 5/11/2020

10.42 Third Amendment Agreement to a Credit Agreement dated as of 27 November 2013 (as amended and restated from time to time) “Ovation of the Seas” – ex hull no S-699, dated May 6, 2020, between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, as Hermes agent, facility agent, initial mandated lead arrangers and the mandated lead arrangers

8-K 10.4 5/11/2020

Incorporated By Reference

Exhibit Number Exhibit Description Form Exhibit Filing Date/ Period End Date

10.43 Fourth Amendment and Restatement Agreement, relating to a credit agreement in respect of the financing of the acquisition of m.v.

2 unchanged sentences

8-K 10.5 5/11/2020

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

10.44 First Supplemental Agreement relating to Hull No.

7 unchanged sentences

10-Q 10.6 5/21/2020

10.51 Amendment to the Amended and Restated Credit Agreement, dated as of July 28, 2020, among Royal Caribbean Cruises Ltd., the various financial institutions party thereto and Nordea Bank ABP, New York Branch as administrative agent

8-K 10.1 8/3/2020

10.47 Amendment to the Amended and Restated Credit Agreement, dated as of July 28, 2020, among Royal Caribbean Cruises Ltd., the various financial institutions party thereto and The Bank of Nova Scotia as administrative agent

8-K 10.2 8/3/2020

10.53 Amendment to Term Loan Agreement, dated as of July 28, 2020, among Royal Caribbean Cruises Ltd., the various financial institutions party thereto and Bank of America, N.A.

as administrative agent

8-K 10.3 8/3/2020

10.48 Financial Covenant Waiver Extension Consent Letter relating to the Cruise Debt Holiday Principles, dated July 28, 2020, among Royal Caribbean Cruises Ltd., Silversea Cruise Holdings Ltd.

13 unchanged sentences

8-K 10.7 8/3/2020

Incorporated By Reference

Exhibit Number Exhibit Description Form Exhibit Filing Date/ Period End Date

10.52 Financial Covenant Waiver Extension Consent Letter relating to the Cruise Debt Holiday Principles, dated July 31, 2020, between Royal Caribbean Cruises Ltd.

6 unchanged sentences

10-Q 10.16 8/10/2020

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

10.55 Supplemental Agreement in relation to the extension of the waiver period for financial covenants in the EUR Facility Agreement in respect of m.v Harmony of the Seas, dated August 4, 2020, among the Company and Société Generale.

21 unchanged sentences

J34), dated as of October 30, 2020, between Royal Caribbean Cruises Limited, Citibank N.A., London Branch, SMBC Bank International PLC, Citibank Europe PLC, UK Branch, the mandated lead arrangers and the banks and financial institutions party thereto as lenders

Incorporated By Reference

Exhibit Number Exhibit Description Form Exhibit Filing Date/ Period End Date

10-K 10.68 12/31/2020

10.63 Fourth Supplemental Agreement relating to a credit agreement in respect of the financing of the acquisition of mv.

1 unchanged sentence

K34), dated as of October 30, 2020, between Royal Caribbean Cruises Limited, Citibank N.A., London Branch, SMBC Bank International PLC, Citibank Europe PLC, UK Branch, the mandated lead arrangers and the banks and financial institutions party thereto as lenders

10-K 10.69 12/31/2020

10.64 Fifth Amendment and Restatement Agreement relating to a credit agreement in respect of the financing of the acquisition of m.v.

1 unchanged sentence

A34)(EUR Facility), dated October 30, 2020, between Royal Caribbean Cruises Ltd., Société Générale, the mandated lead arrangers and the banks and financial institutions party thereto

10-K 10.70 12/31/2020

10.65 Fourth Amendment and Restatement Agreement relating to a credit agreement in respect of the financing of m.v.

1 unchanged sentence

A34)(USD Facility), dated October 30, 2020, between Royal Caribbean Cruises Ltd., Société General, the mandated lead arrangers and the banks and financial institutions party thereto

10-K 10.71 12/31/2020

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

10.66 Sixth Supplemental Agreement relating to a credit agreement in respect of the financing of the acquisition of m.v.

1 unchanged sentence

B34), dated as of October 30, 2020, between Royal Caribbean Cruises Ltd., Citibank N.A., London Branch, Citibank Europe PLC, UK Branch, the mandated lead arrangers listed therein and the banks and financial institutions party thereto as lenders

10-K 10.72 12/31/2020

10.67 Supplemental Agreement relating to a secured credit facility agreement for Hull No.

L34 at Chantiers l’Atlantique S.A., dated November 13, 2020, between Hoediscus Finance Limited, Royal Caribbean Cruises Ltd., Citibank Europe PLC, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC France, SMBC Bank International PLC, the mandated lead arrangers and the banks and financial institutions party thereto

10-K 10.73 12/31/2020

10.68 Supplemental Agreement relating to a secured credit facility for hull no.

M34, dated November 13, 2020, between Houatorris Finance Limited, Royal Caribbean Cruises Ltd., Citibank Europe PLC, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC France, SMBC Bank International PLC, the mandated lead arrangers and the banks and financial institutions party thereto

10-K 10.74 12/31/2020

10.69 Supplemental Agreement relating to Hull No.

C34 at Chantiers de l’Atlantique, dated November 13, 2020, between Hibisyeu Finance Limited, Royal Caribbean Cruises Ltd., Citibank Europe PLC, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC France, SMBC Bank International PLC, the banks and financial institutions party thereto and the mandated lead arrangers

10-K 10.75 12/31/2020

10.70 Supplemental Agreement relating to Hull No.

A35 at Chantiers de l’Atlantique, dated November 13, 2020, between Palmeraie Finance Limited, Royal Caribbean Cruises Ltd., Citibank Europe PLC, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC France, the mandated lead arrangers and the banks and financial institutions party thereo

10-K 10.76 12/31/2020

10.71 Amendment No.

4 in connection with the Credit Agreement in respect of “Celebrity Reflection” – Hull S-691, dated December 21, 2020, between Royal Caribbean Cruises Ltd., KfW IPEX-Bank GmbH and the banks and financial institutions party thereto

10-K 10.77 12/31/2020

10.72 Amendment No.

4 in connection with the Credit Agreement in respect of “Celebrity Silhouette” – Hull S-679, dated December 21, 2020, between Royal Caribbean Cruises Ltd., KfW IPEX-Bank GmbH and the banks and financial institutions party thereto

10-K 10.78 12/31/2020

10.73 Amendment No.

4 in connection with the Credit Agreement in respect of “Celebrity Solstice” – Hull S-675, dated December 21, 2020, between Royal Caribbean Cruises Ltd., KfW IPEX-Bank GmbH, the mandated co-lead arrangers and the banks and financial institutions party thereto

Incorporated By Reference

Exhibit Number Exhibit Description Form Exhibit Filing Date/ Period End Date

10-K 10.79 12/31/2020

10.74 Amendment No.

4 in connection with the Credit Agreement in respect of “Odyssey of the Seas” – Hull S-713, dated December 21, 2020, between Royal Caribbean Cruises Ltd., KfW IPEX-Bank GmbH, the mandated lead arrangers and the banks and financial institutions party thereto

10-K 10.80 12/31/2020

10.75 Amendment No.

4 in connection with the Credit Agreement in respect of “Ovation of the Seas” – Hull S-699, dated December 21, 2020, between Royal Caribbean Cruises Ltd., KfW IPEX-Bank GmbH, the mandated lead arrangers and the banks and financial institutions party thereto

10-K 10.81 12/31/2020

10.76 Amendment No.

7 in connection with the Credit Agreement in respect of “Quantum of the Seas” – Hull S-697, dated December 21, 2020, between Royal Caribbean Cruises Ltd., KfW IPEX-Bank GmbH, the mandated lead arrangers and the banks and financial institutions party thereto

10-K 10.82 12/31/2020

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

10.77 Amendment No.

4 in connection with the Credit Agreement in respect of “Spectrum of the Seas” – Hull S-700, dated December 21, 2020, between Royal Caribbean Cruises Ltd., KfW IPEX-Bank GmbH, the mandated lead arrangers and the banks and financial institutions party thereto

10-K 10.83 12/31/2020

10.78 Amendment No.

7 in connection with the Credit Agreement in respect of “Anthem of the Seas” – Hull S-698, dated December 21, 2020, between Royal Caribbean Cruises Ltd., KfW IPEX-Bank GmbH, the mandated lead arrangers and the banks and financial institutions party thereto

10-K 10.84 12/31/2020

10.79 Amendment No.

4 in connection with the Credit Agreement in respect of “Celebrity Eclipse” – Hull S-677, dated December 21, 2020, between Royal Caribbean Cruises Ltd., KfW IPEX-Bank GmbH and the banks and financial institutions party thereto

10-K 10.85 12/31/2020

10.80 Amendment No.

4 in connection with the Credit Agreement in respect of “Celebrity Equinox” – Hull S-676, dated December 21, 2020, between Royal Caribbean Cruises Ltd., KfW IPEX-Bank GmbH and the banks and financial institutions party thereto

10-K 10.86 12/31/2020

10.81 Amendment No.

1 in connection with the Credit Agreement in respect of Hull S-719, dated as of December 21, 2020, between Silversea Cruise Holding Ltd., Royal Caribbean Cruises Ltd., KfW IPEX-Bank GmbH and the banks and financial institutions party thereto

10-K 10.87 12/31/2020

10.82 Amendment No.

1 in connection with the Credit Agreement in respect of Hull S-720, dated as of December 21, 2020, between Silversea Cruise Holding Ltd., Royal Caribbean Cruises Ltd., KfW IPEX-Bank GmbH and the banks and financial institutions party thereto

10.89 Underwriting Agreement, dated October 13, 2020, among the Company and Morgan Stanley & Co.

LLC and BofA Securities, Inc., as representatives of the several underwriters listed in Schedule 1 thereto.

10-K 10.88 12/31/2020

10.83 Amendment to the Amended and Restated Credit Agreement, dated as of February 12, 2021, among the Company, the various financial institutions party thereto and The Bank of Nova Scotia as administrative agent

8-K 10.2 2/18/2021

10.84 Amendment to Term Loan Agreement, dated as of February 12, 2021, among the Company, the various financial institutions party thereto and Bank of America, N.A.

as administrative agent

8-K 10.3 2/18/2021

10.85 Amendment No.

2 in connection with the Credit Agreement in respect of Icon 1—Hull 1400, dated as of February 15, 2021, between the Company, the lenders party thereto, KfW IPEX-Bank GmbH, as Hermes agent and facility agent, BNP Paribas Fortis SA/NV as Finnvera agent, the banks and financial institutions listed therein as initial mandated lead arranger, other mandated lead arrangers or lead arrangers and the banks and financial institutions listed therein as lenders

8-K 10.4 2/18/2021

10.86 Amendment No.

2 in connection with the Credit Agreement in respect of Icon 2—Hull 1401, dated as of February 15, 2021, between the Company, the lenders party thereto, KfW IPEX-Bank GmbH, as Hermes agent and facility agent, BNP Paribas Fortis SA/NV as Finnvera agent, the banks and financial institutions listed therein as initial mandated lead arranger, other mandated lead arrangers or lead arrangers and the banks and financial institutions listed therein as lenders

8-K 10.5 2/18/2021

10.87 Amendment No.

1 in connection with the Credit Agreement in respect of Icon 3—Hull 1402, dated as of February 15, 2021, between the Company, the lenders party thereto, KfW IPEX-Bank GmbH, as Hermes agent, facility agent, initial mandated lead arranger and sole book runner and the banks and financial institutions listed therein as lenders and residual risk guarantors

8-K 10.6 2/18/2021

10.88 Amendment No.

5 in connection with the Credit Agreement in respect of “CELEBRITY ECLIPSE” – Hull S-677, dated as of February 17, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders

8-K 10.1 2/23/2021

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

10.89 Amendment No.

5 in connection with the Credit Agreement in respect of “CELEBRITY EQUINOX” – Hull S-676, dated as of February 17, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders

8-K 10.2 2/23/2021

10.90 Amendment No.

5 in connection with the Credit Agreement in respect of “CELEBRITY REFLECTION” – Hull S-691, dated as of February 17, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders

8-K 10.3 2/23/2021

10.91 Amendment No.

5 in connection with the Credit Agreement in respect of “CELEBRITY SILHOUETTE” – Hull S-679, dated as of February 17, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders

8-K 10.4 2/23/2021

10.92 Amendment No.

5 in connection with the Credit Agreement in respect of “ODYSSEY OF THE SEAS” – Hull S-713, dated as of February 18, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders

8-K 10.5 2/23/2021

10.93 Amendment No.

5 in connection with the Credit Agreement in respect of “CELEBRITY SOLSTICE” – Hull S-675, dated as of February 18, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders

8-K 10.6 2/23/2021

10.94 Amendment No.

5 in connection with the Credit Agreement in respect of “SPECTRUM OF THE SEAS” – Hull S-700, dated as of February 17, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders

8-K 10.7 2/23/2021

10.95 Amendment No.

8 in connection with the Credit Agreement in respect of “ANTHEM OF THE SEAS” – Hull S-698, dated as of February 18, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders

8-K 10.8 2/23/2021

10.96 Amendment No.

8 in connection with the Credit Agreement in respect of “QUANTUM OF THE SEAS” – Hull S-697, dated as of February 18, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders

8-K 10.9 2/23/2021

10.97 Amendment No.

5 in connection with the Credit Agreement in respect of “OVATION OF THE SEAS” – Hull S-699, dated as of February 18, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders

8-K 10.10 2/23/2021

10.98 Amendment Agreement in connection with the Credit Agreement in respect of “CELEBRITY EDGE” (ex.

Hull J34), dated as of February 18, 2021 between Royal Caribbean Cruises Ltd., Citibank N.A., London Branch as global coordinator, SMBC Bank International plc as ECA agent, Citibank Europe plc, UK Branch, as facility agent, the banks and financial institutions listed therein as the mandated lead arrangers and the banks and financial institutions listed as lenders party thereto

8-K 10.11 2/23/2021

10.99 Amendment Agreement in connection with the Credit Agreement in respect of “CELEBRITY APEX” (ex.

Hull K34), dated as of February 18, 2021 between Royal Caribbean Cruises Ltd., Citibank N.A., London Branch as global coordinator, SMBC Bank International plc as ECA agent, Citibank Europe plc, UK Branch, as facility agent, the banks and financial institutions listed therein as the mandated lead arrangers and the banks and financial institutions listed as lenders party thereto

8-K 10.12 2/23/2021

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

10.100 Sixth Amendment and Restatement Agreement in connection with the Credit Agreement in respect of “HARMONY OF THE SEAS” (ex Hull A34) (EUR-denominated facility), dated as of February 19, 2021, between Royal Caribbean Cruises Ltd., Société Générale as facility agent, the banks and financial institutions listed therein as mandated lead arrangers and the banks and financial institutions listed as lenders party thereto

8-K 10.13 2/23/2021

10.101 Fifth Amendment and Restatement Agreement in connection with the Credit Agreement in respect of “HARMONY OF THE SEAS” (ex Hull A34) (USD-denominated facility), dated as of February 19, 2021, between Royal Caribbean Cruises Ltd., Société Générale as facility agent, the banks and financial institutions listed therein as mandated lead arrangers and the banks and financial institutions listed as lenders party thereto

8-K 10.14 2/23/2021

10.102 Amendment Agreement in connection with the Credit Agreement in respect of “SYMPHONY OF THE SEAS” (ex.

Hull B34), dated as of February 17, 2021 between Royal Caribbean Cruises Ltd., Citibank N.A., London Branch as global coordinator, SMBC Bank International plc as ECA agent, Citibank Europe plc, UK Branch, as facility agent, the banks and financial institutions listed therein as the mandated lead arrangers and the banks and financial institutions listed as lenders party thereto

8-K 10.15 2/23/2021

10.103 Amendment No.

6 in connection with the Credit Agreement in respect of “Odyssey of the Seas” – Hull S-713, dated as of March 10, 2021, between the Company, Kfw IPEX-Bank GmbH as facility agent and Hermes agent, the banks and financial institutions party thereto as mandated lead arrangers and the banks and financial institutions listed therein as lenders.

8-K 10.1 3/16/2021

10.104 Amendment No.

3 in connection with the Credit Agreement in respect of “ICON 1” - Hull 1400, dated as of March 16, 2021, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, BNP Paribas Fortis SA/NV as Finnvera agent, the banks and financial institutions party thereto as mandated lead arrangers and the banks and financial institutions listed therein as lenders

8-K 10.1 3/19/2021

10.105 Amendment No.

3 in connection with the Credit Agreement in respect of “ICON 2” - Hull 1401, dated as of March 16, 2021, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, BNP Paribas Fortis SA/NV as Finnvera agent, the banks and financial institutions party thereto as mandated lead arrangers and the banks and financial institutions listed therein as lenders

8-K 10.2 3/19/2021

10.106 Amendment No.

2 in connection with the Credit Agreement in respect of “ICON 3” - Hull 1402, dated as of March 18, 2021, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, KfW IPEX-Bank GmbH as the mandated lead arranger, the banks and financial institutions party thereto as mandated lead arrangers and the banks and financial institutions listed therein as lenders

8-K 10.3 3/19/2021

10.107 Amendment No.

2 in connection with the Credit Agreement in respect of Hull S-719, dated March 26, 2021, by and among Silversea Cruise Holding Ltd., the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent and the banks and financial institutions listed in Schedule 1 thereto

8-K 10.1 4/1/2021

10.108 Amendment No.

2 in connection with the Credit Agreement in respect of Hull S-720, dated March 26, 2021, by and among Silversea Cruise Holding Ltd., the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent and the banks and financial institutions listed in Schedule 1 thereto

8-K 10.2 4/1/2021

10.109 Amended and Restated Credit Agreement, dated March 30, 2021, by and among the Company, the various financial institutions as are or shall be parties thereto and Nordea Bank AB (PUBL) New York branch, as administrative agent for the lender parties

8-K 10.3 4/1/2021

10.110 Amended and Restated Term Loan Agreement, dated as of March 30, 2021, by and among the Company, the various financial institutions party thereto and Bank of America NA.

as administrative agent

8-K 10.4 4/1/2021

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

10.111 Third Supplemental Agreement relating to a secured credit facility agreement for Hull No.

A35 at Chantiers l’Atlantique S.A., dated July 6, 2021, between Palmeraie Finance Limited, Royal Caribbean Cruises Ltd., Citibank Europe PLC, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC Continental Europe, SMBC Bank International PLC, the mandated lead arrangers and the banks and financial institutions party thereto.

10-Q 10.1 9/30/2021

10.112 Fourth Supplemental Agreement relating to a secured credit facility agreement for Hull No.

L34 at Chantiers l’Atlantique S.A., dated July 12, 2021, between Hoediscus Finance Limited, Royal Caribbean Cruises Ltd., Citibank Europe PLC, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC Continental Europe, SMBC Bank International PLC, the mandated lead arrangers and the banks and financial institutions party thereto

10-Q 10.2 9/30/2021

10.113 Fourth Supplemental Agreement relating to a secured credit facility for Hull No.

M34 at Chantiers l’Atlantique S.A., dated July 12, 2021, between Houatorris Finance Limited, Royal Caribbean Cruises Ltd., Citibank Europe PLC, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC Continental Europe, SMBC Bank International PLC, the mandated lead arrangers and the banks and financial institutions party thereto

10-Q 10.3 9/30/2021

10.114 Fourth Supplemental Agreement relating to Hull No.

C34 at Chantiers de l’Atlantique, dated July 12, 2021, between Hibisyeu Finance Limited, Royal Caribbean Cruises Ltd., Citibank Europe PLC, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC Continental Europe, SMBC Bank International PLC, the mandated lead arrangers and the banks and financial institutions party thereto

10-Q 10.4 9/30/2021

10.115 Amendment No.

3 in connection with the Credit Agreement in respect of Hull S-719, dated as of September 27, 2021, between Silversea Cruise Holding Ltd., Royal Caribbean Cruises Ltd., KfW IPEX-Bank GmbH and the banks and financial institutions party thereto

10-Q 10.5 9/30/2021

10.116 Amendment No.

3 in connection with the Credit Agreement in respect of Hull S-720, dated as of September 27, 2021, between Silversea Cruise Holding Ltd., Royal Caribbean Cruises Ltd., KfW IPEX-Bank GmbH and the banks and financial institutions party thereto

10-Q 10.6 9/30/2021

10.117 Amendment No.

7 in connection with the Credit Agreement in respect of Odyssey of the Seas – Hull S-713, dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, and the banks and financial institutions listed therein as mandated lead arrangers

8-K 10.1 12/28/2021

10.118 Amendment No.

9 in connection with the Credit Agreement in respect of Quantum of the Seas – Hull S-697, dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, and the banks and financial institutions listed therein as mandated lead arrangers

8-K 10.2 12/28/2021

10.119 Amendment No.

9 in connection with the Credit Agreement in respect of Anthem of the Seas – Hull S-698, dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, and the banks and financial institutions listed therein as mandated lead arrangers

8-K 10.3 12/28/2021

10.120 Amendment No.

6 in connection with the Credit Agreement in respect of Ovation of the Seas – Hull S-699, dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, and the banks and financial institutions listed therein as mandated lead arrangers

8-K 10.4 12/28/2021

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

10.121 Amendment No.

6 in connection with the Credit Agreement in respect of Spectrum of the Seas – Hull S-700, dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, and the banks and financial institutions listed therein as mandated lead arrangers

8-K 10.5 12/28/2021

10.122 Amendment No.

4 in connection with the Credit Agreement in respect of Hull S-719, dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., the lenders party thereto, and KfW IPEX-Bank GmbH

8-K 10.6 12/28/2021

10.123 Amendment No.

4 in connection with the Credit Agreement in respect of Hull S-720, dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., the lenders party thereto, and KfW IPEX-Bank GmbH

8-K 10.7 12/28/2021

10.124 Amendment No.

6 in connection with the Credit Agreement in respect of Celebrity Reflection - Hull S-691, dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., the lenders party thereto, and KfW IPEX-Bank GmbH

8-K 10.8 12/28/2021

10.125 Amendment No.

6 in connection with the Credit Agreement in respect of Celebrity Equinox - Hull S-676, dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., the lenders party thereto, and KfW IPEX-Bank GmbH

8-K 10.9 12/28/2021

10.126 Amendment No.

6 in connection with the Credit Agreement in respect of Celebrity Eclipse - Hull S-677, dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., the lenders party thereto, and KfW IPEX-Bank GmbH

8-K 10.10 12/28/2021

10.127 Amendment No.

6 in connection with the Credit Agreement in respect of Celebrity Silhouette - Hull S-679, dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., the lenders party thereto, and KfW IPEX-Bank GmbH

8-K 10.11 12/28/2021

10.128 Amendment No.

6 in connection with the Credit Agreement in respect of Celebrity Solstice - Hull S-675, dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, and the banks and financial institutions listed therein as mandated co-lead arrangers

8-K 10.12 12/28/2021

10.129 Amendment No.

4 in connection with the Credit Agreement in respect of Icon 1 - Hull 1400, dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, BNP Paribas Fortis SA/NV, and the banks and financial institutions listed therein as mandated lead arrangers

8-K 10.13 12/28/2021

10.130 Amendment No.

4 in connection with the Credit Agreement in respect of Icon 2 - Hull 1401, dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, BNP Paribas Fortis SA/NV, and the banks and financial institutions listed therein as mandated lead arrangers

8-K 10.14 12/28/2021

10.131 Amendment No.

3 in connection with the Credit Agreement in respect of Icon 3 - Hull 1402, dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., the lenders party thereto, and KfW IPEX-Bank GmbH

8-K 10.15 12/28/2021

10.132 Amendment No.

7 in connection with the Credit Agreement in respect of Oasis of the Seas - Hull 1363, dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., the lenders party thereto, and BNP Paribas Fortis SA/NV

8-K 10.16 12/28/2021

10.133 Amendment Agreement in connection with the Credit Agreement in respect of Symphony of the Seas - Hull B34, dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., the lenders party thereto, Citibank N.A.

London Branch, Citibank Europe PLC, and the banks and financial institutions listed therein as mandated lead arrangers

8-K 10.17 12/28/2021

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

10.134 Amendment Agreement in connection with the Credit Agreement in respect of Celebrity Edge - Hull J34, dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., the lenders party thereto, Citibank N.A.

London Branch, SMBC Bank International PLC, Citibank Europe PLC UK Branch, and the banks and financial institutions listed therein as mandated lead arrangers

8-K 10.18 12/28/2021

10.135 Amendment Agreement in connection with the Credit Agreement in respect of Celebrity Apex - Hull K34, dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., the lenders party thereto, Citibank N.A.

London Branch, SMBC Bank International PLC, Citibank Europe PLC UK Branch, and the banks and financial institutions listed therein as mandated lead arrangers

8-K 10.19 12/28/2021

10.136 Amendment Agreement in connection with the Credit Agreement in respect of Hull A35 at Chantiers de L’Atlantique S.A., dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., Palmeraie Finance Limited, the lenders party thereto, Citibank Europe PLC UK Branch, Citicorp Trustee Company Limited, Citibank N.A.

London Branch, HSBC Continental Europe, and the mandated lead arrangers party thereto

8-K 10.20 12/28/2021

10.137 Amendment Agreement in connection with the Credit Agreement in respect of Hull C34 at Chantiers de L’Atlantique S.A., dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., Hibisyeu Finance Limited, the lenders party thereto, Citibank Europe PLC UK Branch, Citicorp Trustee Company Limited, Citibank N.A.

London Branch, HSBC Continental Europe, SMBC Bank International PLC, and the other banks and financial institutions listed therein

8-K 10.21 12/28/2021

10.138 Amendment Agreement in connection with the Credit Agreement in respect of Hull L34 at Chantiers de L’Atlantique S.A., dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., Hoediscus Finance Limited, the lenders party thereto, Citibank Europe PLC UK Branch, Citicorp Trustee Company Limited, Citibank N.A.

London Branch, HSBC Continental Europe, SMBC Bank International PLC, and the other banks and financial institutions listed therein

8-K 10.22 12/28/2021

10.139 Amendment Agreement in connection with the Credit Agreement in respect of Hull M34 at Chantiers de L’Atlantique S.A., dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., Houatorris Finance Limited, the lenders party thereto, Citibank Europe PLC UK Branch, Citicorp Trustee Company Limited, Citibank N.A.

London Branch, HSBC Continental Europe, SMBC Bank International PLC, and the other banks and financial institutions listed therein

8-K 10.23 12/28/2021

10.140 Amendment Agreement in connection with the Credit Agreement in respect of Harmony of the Seas – Hull A34 (EUR Facility), dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., Société Générale, the lenders party thereto, and the banks and financial institutions listed therein as mandated lead arrangers

8-K 10.24 12/28/2021

10.141 Amendment Agreement in connection with the Credit Agreement in respect of Harmony of the Seas – Hull A34 (USD Facility), dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., Société Générale, the lenders party thereto, and the banks and financial institutions listed therein as mandated lead arrangers

8-K 10.25 12/28/2021

10.142 Hull C34 Credit Agreement, dated as of July 24, 2017, as novated, amended and restated on the Actual Delivery Date pursuant to a Novation Agreement, dated as of July 24, 2017, by and between Royal Caribbean Cruises Ltd., Citibank N.A., Sumitomo Mitsui Banking Corporation Limited (Paris Branch), Citibank Europe plc (UK Branch), and the banks and financial institutions as lender parties thereto*

10.143 Royal Caribbean Cruises Ltd.

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10-Q 10.3 9/30/2008

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

10.145 Form of 2008 Equity Incentive Plan Stock Option Award Agreement—Nonqualified Options †

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10-K 10.22 12/31/2012

Incorporated By Reference

Exhibit Number Exhibit Description Form Exhibit Filing Date/ Period End Date

10.152 Employment Agreement, dated as of May 20, 2013, by and between the Company and Jason T.

33 unchanged sentences

10-K 10.35 12/31/2013

18.1 Preferability Letter Regarding Change in Accounting Principle*

21.1 List of Subsidiaries*

2 unchanged sentences

24.1 Power of Attorney*

31.1 Certification of Richard D.

Fain required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934*

31.1 Certification of Jason T.

Liberty required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934*

32.1 Certification of Richard D.

Fain and Jason T.

Liberty pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code**

31.2 Certification of Naftali Holtz required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934*

32.1 Certification of Jason T.

Liberty and Naftali Holtz pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code**

* Filed herewith

** Furnished herewith

† Management contract or compensatory plan or arrangement.

Interactive Data File

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ROYAL CARIBBEAN CRUISES LTD.

Liberty Executive Vice President, Chief Financial Officer

/s/ NAFTALI HOLTZ

Naftali Holtz

Chief Financial Officer

(Principal Financial Officer and duly authorized signatory)

February 26, 2021

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 26, 2021.

/s/ RICHARD D.

Director, Chairman and Chief Executive Officer

March 1, 2022

Director and Chief Executive Officer

(Principal Executive Officer)

Executive Vice President, Chief Financial Officer

/s/ NAFTALI HOLTZ

Naftali Holtz

Chief Financial Officer

(Principal Financial Officer)

Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)

/s/ RICHARD D.

Chairman of the Board

Donald Thompson

Arne Alexander Wilhelmsen

Liberty, as Attorney-in-Fact

/s/ NAFTALI HOLTZ

Naftali Holtz, as Attorney-in-Fact

ROYAL CARIBBEAN CRUISES LTD.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Statements of Comprehensive (Loss) Income

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Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.

As discussed in Note 1 to the consolidated financial statements, effective October 1, 2021, the Company changed the manner in which it accounts for the consolidation of Silversea Cruises.

Basis for Opinions

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Emphasis of Matter

As discussed in Note 1 to the consolidated financial statements, the impact to the Company’s global bookings resulting from the COVID-19 pandemic will continue to have a material negative impact on the Company’s results of operations and liquidity.

Further, in April 2022, approximately $1.0 billion of long- term debt will need to be refinanced or extended should the commencement of operations be delayed beyond management’s current estimate.

As discussed in Note 1 to the consolidated financial statements, the ongoing effects of the COVID-19 pandemic have had, and will continue to have, a material negative impact on the Company’s results of operations and liquidity.

Management’s evaluation of the events and conditions and management’s plans to mitigate these matters are also described in Note 1.

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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Impairment Assessments – Royal Caribbean International & Silversea Cruises Reporting Units Goodwill and Silversea Cruises Indefinite-lived Intangible Asset Trade Name

As described in Notes 2, 5 and 6 to the consolidated financial statements, the Company’s consolidated goodwill balance was $809.5 million and the indefinite-lived intangible assets balance was $321.5 million as of December 31, 2020.

The Royal Caribbean International reporting unit goodwill was $296.6 million, the Silversea Cruises reporting unit goodwill was $508.6 million and the Silversea Cruises’ indefinite-lived intangible asset trade name was $318.7 million, respectively, as of December 31, 2020.

Management reviews goodwill and indefinite-lived intangible assets for impairment at the reporting unit level and asset level, respectively, annually or, when events or circumstances dictate, more frequently.

Liquidity - Impact of COVID-19

As described in Note 1 to the consolidated financial statements, the Company restarted its global cruise operations in a phased manner, following a voluntary suspension of global cruise operations that commenced in March 2020 in response to the COVID-19 outbreak .

Management believes the impact to their global bookings resulting from COVID-19 will continue to have a material negative impact on the Company’s results of operations and liquidity .

Management has implemented a number of measures to mitigate the financial and operational impacts of COVID-19, including reduction of capital expenditures and operating expenses, the issuance of debt and shares of their common stock, the amendment of credit agreements to defer payments, the waiver and/or modification of covenant requirements and the suspension of dividend payments, with the addition of pursuing refinancing opportunities to reduce interest expense and extend maturities.

The principal assumptions used in management’s estimate of future liquidity requirements consisted of (i) the expected continued gradual resumption of cruise operations;

(ii) the expected sustained increase in revenue per available passenger cruise day during the continued resumption of cruise operations;

(iii) the expected lower than comparable historical occupancy levels during the continued resumption of cruise operations, increasing over time until the Company reaches historical occupancy levels;

and (iv) the expected spend during the Company’s resumption of cruise operations, including returning crew members to their vessels and maintaining enhanced health and safety protocols.

Based on these assumptions regarding the impact of COVID-19 and the Company’s resumption of operations, as well as the Company’s present financial condition, management believes they have sufficient financial resources to fund their obligations for at least the next twelve months from the issuance of the financial statements.

The principal considerations for our determination that performing procedures relating to the impact of COVID-19 on the Company’s liquidity is a critical audit matter are the significant judgment by management when developing the estimate of future liquidity requirements;

this in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s estimate of future liquidity requirements and assumptions related to (i) the expected continued gradual resumption of cruise operations;

(ii) the expected sustained increase in revenue per available passenger cruise day during the continued resumption of cruise operations;

(iii) the expected lower than comparable historical occupancy levels during the continued resumption of cruise operations, increasing over time until the Company reaches historical occupancy levels;

and (iv) the expected spend during the Company’s resumption of cruise operations, including returning crew members to their vessels and maintaining enhanced health and safety protocols.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of

controls relating to management’s estimate of future liquidity requirements.

These procedures also included, among others, (i) testing management’s process for estimating future liquidity requirements for the twelve months after the date the financial statements are issued;

(ii) testing the completeness and accuracy of underlying data used in the estimate;

(iii) evaluating the reasonableness of the significant assumptions used by management related to the expected continued gradual resumption of cruise operations, the expected sustained increase in revenue per available passenger cruise day during the continued resumption of cruise operations, the expected lower than comparable historical occupancy levels during the continued resumption of cruise operations, increasing over time until the Company reaches historical occupancy levels, and the expected spend during the Company’s resumption of cruise operations, including returning crew members to their vessels and maintaining enhanced health and safety protocols;

and (iv) evaluating management’s estimate of future liquidity requirements and their disclosure in the consolidated financial statements regarding having sufficient liquidity to satisfy the Company’s obligations for at least the next twelve months from the issuance of the financial statements.

Evaluating management’s assumptions related to the expected continued gradual resumption of cruise operations, the expected sustained increase in revenue per available passenger cruise day during the continued resumption of cruise operations, the expected lower than comparable historical occupancy levels during the continued resumption of cruise operations, increasing over time until the Company reaches historical occupancy levels, and the expected spend during the Company’s resumption of cruise operations, including returning crew members to their vessels and maintaining enhanced health and safety protocols, involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Company;

(ii) the consistency with external market and industry data;

and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

Impairment Assessments – Silversea Cruises Reporting Unit Goodwill and Trade Name

As described in Notes 2, 4 and 5 to the consolidated financial statements, as of December 31, 2021 the Company’s consolidated goodwill balance was $809 million and the indefinite-life intangible assets balance was $321 million, and the goodwill and trade name associated with the Silversea Cruises reporting unit and trade name was $509 million and $319 million, respectively.

Management reviews goodwill and indefinite-life intangible assets for impairment at the reporting unit level and asset level, respectively, annually or, when events or circumstances dictate, more frequently.

The impairment analysis consists of a comparison of the fair value of the reporting unit or asset with its carrying value.

The impact of COVID-19 on management’s operating plans and projected cash flows resulted in the completion of (i) an interim impairment assessment for the Royal Caribbean International reporting unit as of March 31, 2020 and June 30, 2020, and the Silversea Cruises reporting unit as of March 31, 2020;

and (ii) an interim impairment assessment in respect to the Silversea Cruises trade name as of March 31, 2020.

As a result of management’s interim impairment assessments, management recognized a goodwill impairment charge associated with the Silversea Cruises reporting unit of $576.2 million and an impairment charge of $30.8 million charge for the Silversea Cruises trade name for the quarter ended March 31, 2020.

As of November 30, 2020, management performed the annual goodwill impairment reviews and determined no incremental impairment losses existed at the date of this annual assessment for the Royal Caribbean International reporting unit or the Silversea Cruises reporting unit and trade name.

The fair value of the Silversea Cruises reporting unit was determined by management using a probability-weighted discounted cash flow model in combination with a market based valuation approach for all periods assessed.

The fair value of the Royal Caribbean International reporting unit as of March 31, 2020 was determined using a discounted cash flow model and a probability-weighted discounted cash flow model in combination with a market based valuation approach for the June 30, 2020 and November 30, 2020 assessments.

The principal assumptions used in the discounted cash flow analyses that support the Silversea Cruises and Royal Caribbean International reporting units’ impairment assessments consisted of the timing of management’s return to service;

changes in market conditions;

and port or other restrictions;

forecasted net revenues, primarily the timing of returning to normalized operations, occupancy rates from existing and expected ship deliveries, including options, and terminal growth rate;

and the weighted average cost of capital (i.e., discount rate).

Management estimates the fair value of the intangible assets using a discounted cash flow model and various valuation methods depending on the nature of the intangible asset, such as the relief-from-royalty method for trade names.

The principal assumptions used in the discounted cash flow analyses that support the Silversea Cruises trade name impairment

assessments consisted of forecasted net revenues, primarily the timing of returning to normalized operations, occupancy rates from existing and expected ship deliveries, including options, and terminal growth rate;

the royalty rate;

and the weighted average cost of capital (i.e., discount rate).

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessments of the Royal Caribbean International and Silversea Cruises reporting units and the indefinite-lived intangible asset impairment assessments of the Silversea Cruises trade name is a critical audit matter are (i) the significant judgment by management when determining the fair value estimates;

(ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to forecasted net revenues, primarily the timing of returning to normalized operations, occupancy rates from existing and expected ship deliveries, including options, and terminal growth rate, and the discount rate for the goodwill and trade name impairment assessments;

and the royalty rate assumption for the trade name impairment assessments;

Fair value is estimated by management using a discounted cash flow model in combination with a market-based valuation approach for reporting units and a relief-from-royalty method for trade names.

Management’s principal assumptions for the Silversea Cruises reporting unit and trade name were the forecasted net revenues, primarily the timing of returning to normalized operations, occupancy rates from existing and expected ship deliveries, terminal growth rate, royalty rate, and weighted average cost of capital (i.e., discount rate).

The principal considerations for our determination that performing procedures relating to the impairment assessments of the Silversea Cruises reporting unit goodwill and trade name is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates;

(ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to the timing of returning to normalized operations, occupancy rates from existing and expected ship deliveries, terminal growth rates, and discount rates for the goodwill and trade name impairment assessments, and the royalty rate for the trade name impairment assessment;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill and indefinite-lived intangible asset impairment assessments, including controls over the valuation of the Royal Caribbean International & Silversea Cruises reporting units and Silversea Cruises trade name.

These procedures included testing the effectiveness of controls relating to management’s goodwill and trade name impairment assessments, including controls over the valuation of the Silversea Cruises reporting unit and trade name.

These procedures also included, among others, (i) testing management’s process for developing the fair value estimates;

(ii) evaluating the appropriateness of the discounted future cash flow model, market based valuation approach and the relief-from-royalty model;

(ii) evaluating the appropriateness of the discounted future cash flow model, market-based valuation approach, and relief-from-royalty method;

(iii) testing the completeness and accuracy of underlying data used in the fair value estimates;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to forecasted net revenues, primarily the timing of returning to normalized operations, occupancy rates from existing and expected ship deliveries, including options, and terminal growth rate;

and the discount rate for the goodwill and the trade name impairment assessments and the royalty rate assumption for the Silversea Cruises trade name impairment assessments.

Evaluating management’s assumptions related to forecasted net revenues, primarily the timing of returning to normalized operations, occupancy rates from existing and expected ship deliveries, including options, and the terminal growth rate involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit and trade name;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to the timing of returning to normalized operations, occupancy rates from existing and expected ship deliveries, terminal growth rates, and discount rates for the goodwill and trade name impairment assessments, and the royalty rate for the trade name impairment assessment.

Evaluating management’s assumptions related to the timing of returning to normalized operations, occupancy rates from existing and expected ship deliveries, and terminal growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit and the Silversea Cruises brand;

(ii) the consistency with external market and industry data;

and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in the evaluation of discounted cash flow model, relief-from-royalty and market based valuation approach and the discount rates and royalty rate assumptions.

Certain Ship Impairment Assessments

As described in Notes 2 and 7 to the consolidated financial statements, the Company’s consolidated ships and ship improvements balance was $32.0 billion as of December 31, 2020.

Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate, based on estimated undiscounted future cash flows, that the carrying value of these assets may not be fully recoverable.

The impact of COVID-19 on the Company’s expected future operating cash flows and management’s decision to dispose of certain vessels, resulted in management identifying impairment triggers for certain vessels.

Management estimated the recoverability of certain vessels using undiscounted cash flow analyses at interim dates throughout 2020 and again at December 31, 2020.

A number of vessels were found to have net carrying values in excess of their estimated undiscounted future cash flows, and as such, were subject to fair value assessments.

Management determined fair value of the vessels based on intended use of the identified vessels, and as such, management used a combination of discounted cash flows, replacement cost, scrap and residual value techniques to estimate fair value.

Consequently, management recognized $635.5 million of impairment losses during the year ended 2020.

The suspension of operations and the possibility of further suspensions create uncertainty in forecasting undiscounted cash flows, which are used by management to determine if a vessel is at risk of impairment.

Management’s principal assumptions used in the undiscounted cash flows consisted of the timing of management’s return to service;

changes in market conditions;

and port or other restrictions;

forecasted net revenues, primarily the timing of returning to normalized operations, and occupancy rates;

and management’s intended use of the vessel for its remaining useful life.

The principal considerations for our determination that performing procedures relating to certain ship impairment assessments is a critical audit matter are (i) the significant judgment by management in developing the undiscounted cash flow analyses for the ships with triggering events;

(ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to forecasted net revenues, primarily the timing of returning to normalized operations, and occupancy rates and management’s intended use of the vessel for its remaining useful life.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s ship impairment assessments, including controls over the analysis of the Company’s ships that were subject to undiscounted cash flow impairment analyses.

These procedures also included, among others, (i) testing management’s process for developing the undiscounted cash flow estimates for certain ships with triggering events;

(ii) evaluating the appropriateness of the undiscounted cash flow methods;

(iii) testing the completeness and accuracy of underlying data used in the analyses;

and (iv) evaluating the significant assumptions used by management related to forecasted net revenues, primarily the timing of returning to normalized operations, and occupancy rates, and management’s intended use of the vessel for its remaining useful life.

Evaluating management’s assumptions involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Company, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

Liquidity - Impact of COVID-19

As described in Note 1 to the consolidated financial statements, the Company voluntarily suspended its global cruise operations effective March 13, 2020, and this suspension remains in effect through at least April 30, 2021 for most of its cruise operations.

The suspension of operations and the impact to the Company’s global bookings resulting from the COVID-19 pandemic will continue to have a material negative impact on the Company’s results of operations and liquidity, which may be prolonged beyond containment of the disease.

Management has and will continue undertaking several proactive measures to mitigate the financial and operational impacts of COVID-19, including reduction of capital expenditures and operating expenses (reduction and furloughing of workforce and laying up of vessels), issuing of debt and shares of our common stock, amending of credit agreements to defer payments and covenant requirements and suspending of dividend payments.

As of December 31, 2020, the Company had liquidity of $4.4 billion, consisting of cash and cash equivalents of $3.7 billion and a $0.7 billion one-year commitment for a 364-day term loan facility .

Based on management’s actions described above, and management’s assumptions regarding the impact of COVID-19 and the suspension of operations, as well as the Company’s present financial condition, management believes the available liquidity will be sufficient to fund the Company’s obligations for at least the next twelve months from the issuance of the consolidated financial statements.

The principal assumptions used by management’s to estimate future liquidity requirements consist of (i) the expected date of return to operations;

(ii) the expected resumption of operations;

(iii) the expected occupancy levels;

and (iv) the expected incremental expenses for the resumption of guest cruise operations for the maintenance of additional public health protocols and complying with additional regulations.

The principal considerations for our determination that performing procedures relating to the impact of COVID-19 on the Company’s liquidity is a critical audit matter are (i) the significant judgment by management when evaluating the uncertainty related to the effects of COVID-19 on the Company’s financial results and liquidity, which impacts the Company’s forecasted financial results and estimated liquidity requirements to satisfy its obligations;

(ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s liquidity assessment to satisfy obligations for at least the next twelve months from the issuance of the consolidated financial statements.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of internal controls relating to management’s assessment of the Company’s liquidity.

These procedures also included, among others, (i) testing management’s process for forecasting financial results and liquidity within one year from the issuance of the consolidated financial statements, (ii) testing the completeness and accuracy of underlying data used in the forecast;

and (iii) evaluation of management’s liquidity assessment and their disclosure in the consolidated financial statements regarding having sufficient liquidity to satisfy its obligations for at least the next twelve months from the issuance of the consolidated financial statements.

Professionals with specialized skill and knowledge were used to assist in the evaluation of (i) the Company’s discounted cash flow

model, market-based valuation approach and relief-from-royalty method, and (ii) the discount rate and royalty rate assumptions.

/s/ PricewaterhouseCoopers LLP

Miami, Florida February 26, 2021

Hallandale Beach, Florida

March 1, 2022

We have served as the Company’s auditor since at least 1989, which includes periods before the Company became subject to SEC reporting requirements.

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Equity investment (loss) income ( 135,469 ) ( 213,286 ) 230,980

Other (expense) income ( 137,085 ) ( 24,513 ) 11,107

Other income (expense) (1)

20,284 ( 137,085 ) ( 24,513 )

( 1,390,165 ) ( 1,173,573 ) ( 175,101 )

Net (Loss) Income ( 5,260,499 ) ( 5,775,130 ) 1,907,600

7 unchanged sentences

Net (Loss) Income $ ( 5,260,499 ) $ ( 5,775,130 ) $ 1,907,600

Other comprehensive (loss) income:

Other comprehensive income (loss):

Foreign currency translation adjustments 15,703 40,346 869

7 unchanged sentences

____________________________________________________________

The accompanying notes are an integral part of these consolidated financial statements.

(1) Including a $ 62.6 million net loss related to the 2021 elimination of the Silversea Cruises reporting lag.

ROYAL CARIBBEAN CRUISES LTD.

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Total assets $ 32,258,355 $ 32,465,187

Liabilities, redeemable noncontrolling interest and shareholders' equity

Liabilities and shareholders' equity

Current liabilities

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Commitments and Contingencies (Note 17)

Redeemable noncontrolling interest — 569,981

Shareholders' equity

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Total shareholders' equity 5,085,556 8,760,669

Total liabilities, redeemable noncontrolling interest and shareholders’ equity $ 32,465,187 $ 30,320,284

Total liabilities and shareholders’ equity $ 32,258,355 $ 32,465,187

The accompanying notes are an integral part of these consolidated financial statements.

ROYAL CARIBBEAN CRUISES LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31,

6 unchanged sentences

Net deferred income tax (benefit) expense ( 42,979 ) ( 8,791 ) 7,745

Loss (gain) on derivative instruments not designated as hedges 49,316 ( 1,431 ) 61,148

(Gain) loss on derivative instruments not designated as hedges ( 1,492 ) 49,316 ( 1,431 )

Share-based compensation expense 63,638 39,779 75,930

2 unchanged sentences

Amortization of debt discounts and premiums 123,439 66,776 31,616

Loss on extinguishment of secured senior term loan 41,109 6,326 —

Loss on extinguishment of debt 138,759 41,109 6,326

Currency translation adjustment losses — 69,044 —

Change in fair value of contingent consideration — ( 45,126 ) 18,400

Recognition of deferred currency translation adjustment

loss on sale of assets 69,044 — —

Gain on sale of unconsolidated affiliate — — ( 13,680 )

Recognition of deferred gain — — ( 21,794 )

Changes in operating assets and liabilities:

Decrease (increase) in trade and other receivables, net 121,055 ( 9,898 ) ( 9,573 )

Decrease (increase) in inventories 27,077 ( 8,533 ) ( 23,849 )

Decrease (increase) in prepaid expenses and other assets 295,876 15,669 ( 71,770 )

(Decrease) increase in accounts payable ( 133,815 ) 75,281 91,737

Increase (decrease) in accrued interest 182,578 ( 4,460 ) 18,773

(Decrease) increase in accrued expenses and other liabilities ( 180,479 ) 96,490 42,937

(Decrease) increase in customer deposits ( 1,643,560 ) 280,139 385,990

(Increase) decrease in trade and other receivables, net ( 181,707 ) 121,055 ( 9,898 )

(Increase) decrease in inventories ( 34,527 ) 27,077 ( 8,533 )

(Increase) decrease in prepaid expenses and other assets ( 152,071 ) 295,876 15,669

Increase (decrease) in accounts payable 188,518 ( 133,815 ) 75,281

(Decrease) increase in accrued interest ( 694 ) 182,578 ( 4,460 )

Increase (decrease) in accrued expenses and other liabilities 235,446 ( 180,479 ) 96,490

Increase (decrease) in customer deposits 1,426,647 ( 1,643,560 ) 280,139

Dividends received from unconsolidated affiliates — 2,215 150,177

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Cash received on loans to unconsolidated affiliates 31,334 21,086 32,870

Proceeds from the sale of property and equipment 27,796 — —

Proceeds from the sale of unconsolidated affiliate — — 13,215

Acquisition of Silversea Cruises, net of cash acquired — — ( 916,135 )

Proceeds from the sale of property and equipment and other assets 176,039 27,796 —

Other, net ( 22,423 ) ( 16,247 ) ( 12,829 )

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ROYAL CARIBBEAN CRUISES LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31,

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Repayments of debt ( 2,296,990 ) ( 3,845,133 ) ( 4,060,244 )

Premium on repayment of debt ( 135,372 ) — —

Proceeds from issuance of commercial paper notes — 6,765,816 26,240,540

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Effect of exchange rate changes on cash ( 727 ) 1,167 1,297

Net increase (decrease) in cash and cash equivalents 3,440,736 ( 44,114 ) 167,740

Net (decrease) increase in cash and cash equivalents ( 982,704 ) 3,440,736 ( 44,114 )

Cash and cash equivalents at beginning of year 3,684,474 243,738 287,852

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Non-Cash Investing Activities

Contingent consideration for the acquisition of Silversea Cruises $ — $ — $ 44,000

Notes receivable issued upon sale of property and equipment and other assets $ 16,000 $ 53,419 $ —

Purchases of property and equipment included in accounts payable and accrued expenses and other liabilities $ 14,097 $ 16,189 $ 86,155

Notes receivable issued upon sale of property and equipment $ 53,419 $ — $ —

Non-Cash Financing Activities

Acquisition of Silversea Cruises non-controlling interest $ 592,313 $ — $ —

Purchase of Silversea Cruises non-controlling interest $ — $ 592,313 $ —

Termination of Silversea Cruises contingent consideration obligation $ — $ 16,564 $ —

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ROYAL CARIBBEAN CRUISES LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

ROYAL CARIBBEAN CRUISES LTD.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

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Balances at January 1, 2019 $ 2,358 $ 3,420,900 $ 10,263,282 $ ( 627,734 ) $ ( 1,953,345 ) $ 11,105,461

Cumulative effect of accounting changes — — ( 23,476 ) — — ( 23,476 )

Activity related to employee stock plans 7 73,059 — — ( 5,164 ) 67,902

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Activity related to employee stock plans 9 29,750 — — — 29,759

Common stock issuance 226 1,552,500 1,552,726

Equity component of convertible notes, net of issuance costs — 307,640 — — — 307,640

Acquisition of Silversea non-controlling interest 52 608,825 — — — 608,877

Common stock dividends, $ 0.78 per share

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Common stock issuance 170 1,495,732 — — — 1,495,902

Equity component of convertible notes, net of issuance costs — 307,640 — — — 307,640

Acquisition of Silversea non-controlling interest 52 608,825 — — — 608,877

Common stock dividends, $ 0.78 per share

— — ( 163,089 ) — — ( 163,089 )

Changes related to cash flow derivative hedges — — — 4,046 — 4,046

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We are a global cruise company.

We own and operate four global cruise brands:

Royal Caribbean International, Celebrity Cruises, Azamara and Silversea Cruises (collectively, our "Global Brands").

We also own a 50 % joint venture interest in TUI Cruises GmbH ("TUIC"), that operates the German brands TUI Cruises and Hapag-Lloyd Cruises (collectively, our "Partner Brands").

On June 30, 2020, TUIC acquired Hapag-Lloyd Cruises, a luxury and expedition brand for German-speaking guests, from TUI AG for approximately € 1.2 billion, or $ 1.3 billion as of the purchase date.

Other Assets for further information on the acquisition.

We own and operate three global cruise brands:

Royal Caribbean International, Celebrity Cruises and Silversea Cruises (collectively, our "Global Brands").

We also own a 50% joint venture interest in TUI Cruises GmbH ("TUIC"), which operates the German brands TUI Cruises and Hapag-Lloyd Cruises (collectively, our "Partner Brands").

We account for our investments in our Partner Brands under the equity method of accounting.

Together, our Global Brands and our Partner Brands operate a combined 61 ships as of December 31, 2020.

Together, our Global Brands and our Partner Brands operated a combined 61 ships as of December 31, 2021.

Our ships offer a selection of worldwide itineraries that call on more than 1,000 destinations on all seven continents.

In 2020, Pullmantur Holdings S.L.

("Pullmantur Holdings"), in which we own a 49 % non-controlling interest, and certain of its other subsidiaries filed for reorganization in Spain under the terms of the Spanish insolvency laws (the "Pullmantur reorganization") due to the negative impact of the COVID-19 pandemic on the company.

The Pullmantur brand has cancelled all of its scheduled ship operations.

We suspended equity method accounting for Pullmantur Holdings during the second quarter of 2020.

Refer to Note 8 .

Other Assets for further information regarding Pullmantur's reorganization filing and its impact to the Company.

On July 9, 2020, we acquired the remaining 33.3 % interest in Silversea Cruises that we did not already own (the "noncontrolling interest") from Heritage Cruise Holding Ltd.

("Heritage").

As a result of the acquisition of the noncontrolling interest, Silversea Cruises is now a wholly owned cruise brand.

As consideration for the noncontrolling interest, we issued to Heritage 5.2 million shares of common stock, par value $ 0.01 per share, of Royal Caribbean Cruises Ltd.

Pursuant to the agreement governing the acquisition, among other things, the parties terminated any existing obligation to issue Heritage any contingent consideration, at fair value, in connection with our acquisition of a 66.7 % interest in Silversea Cruises on July 31, 2018.

The share purchase did not result in a change of control.

The purchase was accounted for as an equity transaction and no gain or loss was recognized in earnings.

See Note 11 .

Redeemable Noncontrolling Interest for further information regarding our acquisition of the noncontrolling interest.

On January 19, 2021, we announced that we entered into a definitive agreement to sell the Azamara brand, including its three -ship fleet and associated intellectual property to Sycamore Partners in an all-cash carve-out transaction for $ 201.0 million.

The transaction is subject to customary conditions and is expected to close in the first quarter of 2021.

Management's Plan and Liquidity

As part of our response to the COVID-19 pandemic, we voluntarily suspended our global cruise operations effective March 13, 2020 and this suspension remains in effect through at least April 30, 2021, for most of our cruise operations.

We are working with both the U.S.

Center for Disease Control and Prevention (“CDC”) and the Healthy Sail Panel (“HSP”), formed in June 2020 by us and Norwegian Cruise Line Holdings Ltd.

and composed of leading experts in relevant fields, including epidemiology, infectious diseases, public policy and regulation, engineering and general health safety, to prepare and develop a plan to meet the requirements of the CDC’s Framework for the Conditional Sailing Order (the “Conditional Order”).

The Conditional Order permits cruise ship passenger operations in U.S.

waters under certain conditions and following the establishment of certain protocols and procedures, with the order remaining in effect until the earlier of (1) the expiration of the Secretary of Health and Human Services’ declaration that COVID-19 constitutes a public health emergency;

(2) the CDC Director rescinds or modifies the Conditional Order based on specific public health or other considerations, or (3) November 1, 2021.

Many uncertainties remain as to the specifics, timing and costs of administering and implementing the requirements of the Conditional Order, some of which may be significant, as well as the extent of any additional requirements the CDC may issue as it provides further guidance on the requirements of the Conditional Order.

We expect to re-start our global cruise operations in a phased manner once we fulfill the requirements of the Conditional Order, with cruises having reduced guest occupancy, modified itineraries and enhanced health and safety protocols.

Based on our assessment of these conditions or for other reasons, we may determine it necessary to further extend our voluntary suspension of our Global Brands’ cruise sailings which currently extends through at least April 30, 2021, for most of our cruise operations.

As such, we believe the suspension of our operations

We have restarted our global cruise operations in a phased manner, following our voluntary suspension of global cruise operations that commenced in March of 2020 in response to the COVID-19 pandemic.

Our return to service efforts incorporate our enhanced health and safety protocols, and the requirements of regulatory agencies, which has resulted in reduced guest occupancy, modified itineraries and vaccination protocols.

By the end of December 2021, we operated 50 of our Global and Partner Brand ships, representing over 85 % of our fleet's capacity, and carried approximately 1.3 million guests since we resumed operations.

We expect to operate approximately 95 % of our planned capacity in the first quarter of 2022.

Additionally, we expect that the rest of the fleet will return to operations before the summer season.

Uncertainties remain as to the specifics, timing and costs of administering and implementing our health and safety measures, some of which may be significant.

Based on our assessment of these requirements and recommendations, the status of COVID-19 infection, and its related variants, and/or vaccination rates in the U.S.

or globally or for other reasons, we may determine it necessary to cancel or modify certain of our Global Brands’ cruise sailings.

We believe the impact to our global bookings resulting from COVID-19 will continue to have a material negative impact on our results of operations and liquidity, which may be prolonged beyond containment of the disease and its variants.

Significant events affecting travel, including COVID-19 and our gradual resumption of cruise operations, typically have an impact on the booking pattern for cruise vacations, with the full extent of the impact generally determined by the length of time the event influences travel decisions.

The estimation of our future liquidity requirements include numerous assumptions that are subject to various risks and uncertainties.

The principal assumptions used to estimate our future liquidity requirements consist of:

• Expected continued gradual resumption of cruise operations;

• Expected sustained increase in revenue per available passenger cruise day during our continued resumption of cruise operations;

• Expected lower than comparable historical occupancy levels during our continued resumption of cruise operations, increasing over time until we reach historical occupancy levels;

• Expected spend during our continued resumption of cruise operations, including returning our crew members to our vessels and maintaining enhanced health and safety protocols.

There can be no assurance that our assumptions and estimates are accurate due to possible variables, including, but not limited to, the uncertainties associated with regulatory requirements and recommendations, subsequent changes to and/or enforceability of those requirements and recommendations, our ability to meet the requirements and recommendations, and whether efforts by countries to contain the disease and its variants will further restrict our ability to resume operations.

We have implemented a number of proactive measures to mitigate the financial and operational impacts of COVID-19, including reduction of capital expenditures and operating expenses, the issuance of debt and shares of our common stock, the amendment of credit agreements to defer payments, the waiver and/or modification of covenant requirements and the suspension of

The accompanying notes are an integral part of these consolidated financial statements.

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

and the impact to our global bookings resulting from the COVID-19 pandemic will continue to have a material negative impact on our results of operations and liquidity, which may be prolonged beyond containment of the disease.

As of December 31, 2020, we had liquidity of $ 4.4 billion, consisting of cash and cash equivalents of $ 3.7 billion and a $ 0.7 billion one-year commitment for a 364-day term loan facility.

As of December 31, 2020, our revolving credit facilities were fully utilized through a combination of amounts drawn and letters of credit issued under the facilities.

As of December 31, 2020, financial covenant testing on our amended export-credit and non-export credit facilities, totaling and outstanding principal amount of $ 11.2 billion, and on our credit card processing agreements, was waived through the fourth quarter of 2021 following amendments to the agreements during 2020.

During the first quarter of 2021, we further amended $ 4.9 billion of our non-export credit facilities and $ 6.2 billion of our export credit facilities, and certain credit card processing agreements to extend the waiver of our financial covenants through and including at least the third quarter of 2022.

In addition, during the first quarter of 2021, we amended our export credit facilities to defer an additional $ 0.8 billion of principal payments due under these export facilities between April 2021 and March 2022.

Pursuant to the covenant amendments for the non-export facilities and certain of the credit card processing agreements , we have modified the manner in which such covenants are calculated, temporarily in certain cases and permanently in others, as well as the levels at which our net debt to capitalization covenant will be tested during the period commencing immediately following the end of the waiver period and continuing through the end of 2023.

The amendments also impose a monthly-tested minimum liquidity covenant of $ 500.0 million for the duration of the waiver period subject to reduction to $ 350.0 million if we raise at least $ 500.0 million of additional capital, which can be satisfied through previously undrawn facilities.

In addition, the amendments place restrictions on paying cash dividends and effectuating share repurchases through at least the end of the third quarter of 2022.

As of December 31, 2020, we were in compliance with the applicable minimum liquidity covenant and we estimate that we will be in compliance for at least the next twelve months.

dividend payments.

Additionally, we expect to continue to pursue refinancing opportunities to reduce interest expense and extend maturities.

As of December 31, 2021, we had liquidity of $ 3.5 billion, including $ 0.1 billion of undrawn revolving credit facility capacity, $ 2.7 billion in cash and cash equivalents and a $ 0.7 billion commitment for a 364-day term loan facility.

Our revolving credit facilities were mostly utilized through a combination of amounts drawn and letters of credit issued under the facilities as of December 31, 2021.

We temporarily applied the net proceeds of the $ 1.0 billion January 2022 Unsecured Notes to repay borrowings under our revolving credit facilities, bringing our undrawn revolving credit facility capacity to $ 1.1 billion as of the date of the issuance of this report, from $ 0.1 billion as of December 31, 2021.

During the fourth quarter of 2021, we amended $ 7.3 billion of outstanding export-credit financing plus committed export-credit facilities to modify financial covenant levels for 2023 and 2024, following the waiver period through and including the fourth quarter of 2022.

Refer to Note 8.

Debt for further information regarding our debt covenants.

Significant events affecting travel, including COVID-19 and our suspension of operations, typically have an impact on the booking pattern for cruise vacations, with the full extent of the impact generally determined by the length of time the event influences travel decisions.

The estimation of our future liquidity requirements includes numerous assumptions that are subject to various risks and uncertainties.

The principal assumptions used to estimate our future liquidity requirements consist of:

• Expected date of return to operations;

• Expected gradual resumption of cruise operations;

• Expected lower than comparable historical occupancy levels during the resumption of cruise operations;

• Expected incremental expenses for the resumption of cruise operations, for the maintenance of additional public health protocols and procedures for additional regulations.

There can be no assurance that our assumptions and estimates are accurate due to possible variables, including, but not limited to, the uncertainties associated with the CDC’s interpretation and application of the requirements in the Conditional Order and subsequent changes to those requirements, our ability to meet these requirements , some of which may be significant, and whether efforts by other countries to contain the disease will further restrict our ability to commence operations.

We have and will continue undertaking several proactive measures to mitigate the financial and operational impacts of COVID-19, including reduction of capital expenditures and operating expenses (reduction and furloughing of workforce and laying up of vessels), issuing of debt and shares of our common stock, amending of credit agreements to defer payments and covenant requirements and suspending of dividend payments.

Based on these actions and our assumptions regarding the impact of COVID-19 and our suspension of operations, as well as our present financial condition, we believe that our available liquidity as described above will be sufficient to fund our obligations for at least the next twelve months from the issuance of these financial statements.

Beyond the next 12 months, in April 2022, approximately $ 1.0 billion of long- term debt will need to be refinanced or extended should the commencement of operations be delayed beyond the summer of 2021, in order to maintain the Company's liquidity position.

We are working on refinancing or negotiating extension of the obligation, which we expect to have completed in advance of the April 2022 due date.

There can be no assurances that the Company will be successful in completing the refinancing or extension necessary to meet its obligations beyond twelve months from the issuance of these financial statements on terms acceptable to the Company.

If the Company is unable to maintain the required minimum level of liquidity or negotiate its minimum liquidity requirements, it could have a significant adverse effect on the Company’s business, financial condition and operating result s.

Any further covenant waivers may lead to increased costs, increased interest rates, additional restrictive covenants and other available lender protections as may be agreed with our lenders.

There can be no assurance that we would be able to obtain additional waivers in a timely manner, or on acceptable terms.

If we require additional waivers and are not able to obtain them

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

or repay the debt facilities, this would lead to an event of default and potential acceleration of amounts due under all of our outstanding debt and derivative contracts.

The Company also has agreements with its credit card processors relating to customer deposits received by the Company for future voyages.

These agreements allow the credit card processors to require, under certain circumstances, including breach of the financial covenants, the existence of other material adverse changes, excessive chargebacks, and other triggering events, the Company to maintain a reserve that can be satisfied by posting collateral.

Executed amendments are in place for the majority of these providers, waiving collateral posting and reserve requirements tied to breach of our financial covenants through at least March 31, 2022 or September 30, 2022 depending on the agreement, and as such, we do not anticipate any incremental collateral requirements for the processors covered by these waivers in the next 12 months.

We have approximately $ 75.0 million held in reserve with a processor where the agreement was amended in the first quarter of 2021, such that future proceeds will be withheld in reserve, of which the maximum exposure is approximately $ 200.0 million.

The amount and timing are dependent on future factors that are uncertain, such as the date we return to operations, volume and value of future deposits and whether we transfer our business to other processors.

If we require additional waivers on the credit card processing agreements and are not able to obtain them, this could lead to the termination of these agreements or the trigger of reserve requirements.

Debt for further discussion on the $ 1.0 billion senior notes issued in January of 2022, our 2021 financing activities, and for further information regarding the amendments made to our debt facilities and credit card processing agreements, including related covenants.

As of December 31, 2021, we were in compliance with our financial covenants.

Based on our assumptions regarding the impact of COVID-19 and our resumption of operations, as well as our present financial condition, we believe that we have sufficient financial resources to fund our obligations for at least the next twelve months from the issuance of these financial statements.

Beyond the next 12 months, in June of 2023, approximately $ 3.2 billion of long- term debt will need to be refinanced in order to maintain the Company's liquidity position.

In February 2022, we entered into certain agreements with Morgan Stanley & Co., LLC (“MS”) where MS agrees to provide backstop committed financing to refinance, repurchase and/or repay in whole or in part our existing and outstanding 10.875 % Senior Secured Notes due 2023, 9.125 % Priority Guaranteed Notes due 2023, and 4.25 % Convertible Notes due 2023.

Pursuant to the agreements, we may, at our sole option, issue and sell to MS (subject to the satisfaction of certain conditions) five-year senior unsecured notes with gross proceeds of up to $ 3.15 billion at any time between April 1, 2023 and June 29, 2023, to refinance the afo rementioned notes.

Basis for Preparation of Consolidated Financial Statements

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Other Assets for further information regarding our variable interest entities.

We consolidate the operating results of Silversea Cruises on a three-month reporting lag to allow for more timely preparation of our consolidated financial statements.

With the exception of the October 2020 delivery of the Silver Moon which is reported in our consolidated financial statements as of and for the year ended December 31, 2020, no material events or other transactions involving Silversea Cruises have occurred from September 30, 2020 through December 31, 2020.

Refer to Note 7 .

Property and Equipment, and Note 9 .

Debt for further information on the delivery of Silver Moon .

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.

Effective March 19, 2021, we sold our wholly-owned brand, Azamara Cruises ("Azamara"), including its three -ship fleet and associated intellectual property, to Sycamore Partners for $ 201 million, before closing adjustments.

The sale of Azamara does not represent a strategic shift that will have a major effect on our operations and financial results, as we continue to provide similar itineraries to and source passengers from the markets served by the Azamara business.

Therefore, the sale of Azamara did not meet the criteria for discontinued operations reporting.

Effective March 19, 2021, we no longer consolidate Azamara's balance sheet nor recognize its results of operations in our consolidated financial statements.

We recognized an immaterial gain on the sale during the quarter ended March 31, 2021 and have agreed to provide certain transition services to Azamara for a period of time for a fee.

On July 9, 2020, we acquired the remaining 33.3 % interest in Silversea Cruises that we did not already own from Heritage Cruise Holding Ltd.

As a result of the acquisition of the noncontrolling interest, Silversea Cruises is now a wholly owned cruise brand.

As consideration for the noncontrolling interest, we issued to Heritage 5.2 million shares of common stock, par value

The accompanying notes are an integral part of these consolidated financial statements.

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$ 0.01 per share, of Royal Caribbean Cruises Ltd.

The share purchase did not result in a change of control.

The purchase was accounted for as an equity transaction and no gain or loss was recognized in earnings.

Prior to October 1, 2021, we consolidated the operating results of Silversea Cruises on a three-month reporting lag to allow for more timely preparation of our consolidated financial statements.

Effective October 1, 2021, we eliminated the three-month reporting lag to reflect Silversea Cruises' financial position, results of operations and cash flows concurrently and consistently with the fiscal calendar of the Company ("elimination of the Silversea reporting lag").

The elimination of the Silversea reporting lag represents a change in accounting principle which we believe to be preferable because it provides more current information to the users of our financial statements.

A change in accounting principle requires retrospective application, if material.

The impact of the elimination of the reporting lag was immaterial to prior periods and is immaterial for our fiscal year ended December 31, 2021.

As a result, we have accounted for this change in accounting principle in our consolidated results for the year ended December 31, 2021.

Accordingly, the results of Silversea Cruises from October 1, 2020 to December 31, 2021 are included in our consolidated statement of comprehensive loss for the year ended December 31, 2021.

To effect the change, we have reflected the third quarter 2021 operating results for Silversea Cruises, which were a net loss of $ 62.6 million within Other income (expense) in our consolidated statement of comprehensive loss for the year ended December 31, 2021.

Summary of Significant Accounting Policies

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Improvement costs that we believe add value to our ships are capitalized as additions to the ship, the useful lives of the improvements are estimated and depreciated over the shorter of the improvements' estimated useful lives or that of the associated ship, and the replaced assets are disposed of on a net cost basis.

The estimated cost and accumulated depreciation of replaced or refurbished ship components are written off and any resulting losses are recognized in

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Cruise operating expenses .

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.

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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.

Depreciation for assets under capital leases is computed using the shorter of the lease term or related asset life.

Depreciation for assets under finance leases is computed using the shorter of the lease term or related asset life, unless the asset is a finance lease due to title transferring or a purchase option that is reasonably certain of being exercised, in which case the asset is depreciated over the related asset life.

Depreciation of property and equipment is computed utilizing the following useful lives:

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Ships generally, 30 - 35

6 unchanged sentences

In the event a factor is identified that may trigger a change in the estimated useful lives and residual values of our ships, a review of the estimate is completed.

In the fourth quarter of 2019, we completed a modernization of the Oasis of the Seas under our ship upgrade program.

We spent $ 538.0 million under this ship upgrade program for the year ended December 31, 2019, with the Oasis of the Seas representing approximately $ 170.0 million.

As a result of this capital investment and future planned investments in our Oasis-class ships, we performed a review of the estimated useful lives and residual values of Oasis-class ships, concluding in a change to the estimate.

Effective fourth quarter of 2019, we revised the estimated useful lives of our Oasis-class ships from 30 years with a 15 % residual value to 35 years with a 10 % residual value.

The change in the estimated useful lives and residual values was accounted for prospectively as a change in accounting estimate.

The 35 -year useful life with a 10 % residual value is based on revised estimates of the weighted-average useful life of all major ship components for the Oasis-class ships.

The change in estimate is consistent with our recent investments in and long term future plans to continue to invest in the upgrade of these ships, resulting in the use of certain ship components longer than originally estimated.

In determining the change in estimated useful life and residual value, we utilized quantitative and qualitative analysis, including historical and projected usage patterns, industry benchmarks, planned maintenance programs and projected operational and financial performance of the class.

The change allows us to better match depreciation expense with the periods these assets are expected to be in use.

For the year ended December 31, 2019, this change increased operating income and net income by approximately $ 4.6 million and increased earnings per share by $ 0.02 per share on a basic and diluted basis.

We review long-lived assets for impairment whenever events or changes in circumstances indicate, based on estimated undiscounted future cash flows, that the carrying value of these assets may not be fully recoverable.

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Deferred drydock costs consist of the costs to drydock the vessel and other costs incurred in connection with the drydock which are necessary to maintain the vessel's Class certification.

Class certification is necessary in order for our cruise ships to be flagged in a specific country, obtain liability

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

insurance and legally operate as passenger cruise ships.

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.

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The goodwill impairment analysis consists of a comparison of the fair value of the reporting unit with its carrying value.

We typically estimate the fair value of our reporting units using a probability-weighted discounted cash flow model, which may also include a combination of a market-based valuation approach.

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.

We typically estimate the fair value of our reporting units using a discounted cash flow model, which may also include a combination of a market-based valuation approach.

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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 for our 2021 impairment assessments were:

(i) the timing of our return to service, changes in market conditions and port or other restrictions;

(ii) forecasted net revenues, primarily the timing of returning to normalized operations, occupancy rates from existing and expected ship deliveries, including options, and terminal growth rate;

and (iii) weighted average cost of capital (i.e., discount rate).

(i) forecasted net revenues, primarily the timing of returning to normalized operations, occupancy rates from existing and expected ship deliveries, and terminal growth rate;

and (ii) weighted average cost of capital (i.e., discount rate).

The discounted cash flow model uses the most current projected operating results for the upcoming fiscal year as a base.

To that base, we add future years' cash flows based on multiple revenue and expense scenarios reflecting the impact of various return to service management assumptions beyond the base year on the reporting unit.

We discount the projected cash flows using rates specific to the reporting unit based on its weighted-average cost of capital.

If the fair value of the reporting unit exceeds its carrying value, no write-down of goodwill is required.

As amended by ASU No.

2017-04, Intangibles - Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment , if the fair value of the reporting unit is less than the carrying value of its net assets, an impairment is recognized based on the amount by which the carrying value of a reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to such reporting unit.

If the fair value of the reporting unit is less than the carrying value of its net assets, an impairment is recognized based on the amount by which the carrying value of a reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to such reporting unit.

Intangible Assets

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The principal assumptions used in the discounted cash flows model for our 2021 impairment assessments were:

(i) forecasted net revenues, primarily the timing of returning to normalized operations, occupancy rates from existing and expected ship deliveries, including options, and terminal growth rate;

(i) forecasted net revenues, primarily the timing of returning to normalized operations, occupancy rates from existing and expected ship deliveries, and terminal growth rate;

(ii) royalty rate;

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Other intangible assets assigned finite useful lives are amortized on a straight-line basis over their estimated useful lives.

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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.

While it is typically difficult to determine the timing and ultimate outcome of such actions, we use our best judgment to determine if it is probable that we will incur an expense related to the settlement or final adjudication of such matters and whether a reasonable estimation of such probable loss, if any, can be made.

In assessing probable losses, we take into consideration estimates of the amount of insurance recoveries, if any, which are recorded as assets when recoverability is probable.

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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.

Advertising costs consist of media and online advertising as well as brochure, production and direct mail costs.

Media advertising was $ 303.2 million, $ 138.1 million and $ 309.4 million, and brochure, production and direct mail costs were $ 88.9 million, $ 69.1 million and $ 156.0 million for the years ended December 31, 2021, 2020 and 2019, respectively.

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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.

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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.

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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

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subsequent to the date of discontinuance are classified within investing activities.

In the event that hedge accounting is discontinued, cash flows subsequent to the date of discontinuance are classified within investing activities.

Cash flows from derivative instruments not designated as hedging instruments are classified as investing activities.

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Credit risk, including but not limited to counterparty nonperformance under derivative instruments, our credit facilities and new ship progress payment guarantees, is not considered significant, as we primarily conduct business with large, well-established financial institutions, insurance companies and export credit agencies many of which we have long-term relationships with and which have credit risks acceptable to us or where the credit risk is spread out among a large number of counterparties.

As of December 31, 2020, we had $ 26.9 million counterparty credit risk exposure under our derivative instruments which was limited to the cost of replacing the contracts in the event of non-performance by the counterparties to the contracts, the majority of which are currently our lending banks.

As of December 31, 2019, we had no counterparty credit risk exposure under our derivative instruments.

As of December 31, 2021 and December 31, 2020, we had counterparty credit risk exposure under our derivative instruments of $ 1.9 million and $ 26.9 million respectively, which was limited to the cost of replacing the contracts in the event of non-performance by the counterparties to the contracts, the majority of which are currently our lending banks.

We do not anticipate nonperformance by any of our significant counterparties.

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however, in certain circumstances this option is available to us.

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(Loss) Earnings Per Share

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Segment Reporting

As of December 31, 2020, we controlled and operated four global cruise brands:

Royal Caribbean International, Celebrity Cruises, Azamara and Silversea Cruises.

As of December 31, 2021, we controlled and operated three global cruise brands:

Royal Caribbean International, Celebrity Cruises and Silversea Cruises.

We also own a 50 % joint venture interest in TUIC, that operates the German brands TUI Cruises and Hapag-Lloyd Cruises.

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As a result, our brands have been aggregated as a single reportable segment based on the similarity of their economic characteristics, types of consumers, regulatory environment, maintenance requirements, supporting systems and processes as well as products and services provided.

Our Chairman and Chief Executive

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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.

Our 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.

Refer to Note 3 .

Revenues for passenger ticket revenue information by geographic area.

Adoption of Accounting Pronouncements

On January 1, 2019, we adopted the guidance codified in Accounting Standard Codification ("ASC") 842, Leases ("ASC 842") using the modified retrospective approach and elected the optional transition method, which allows entities to initially apply the standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.

Upon adoption, we applied the guidance to all existing leases.

For leases with a term greater than 12 months, the new guidance requires the lease rights and obligations arising from the leasing arrangements, including operating leases, to be recognized as assets and liabilities on the balance sheet.

Upon adoption of the new guidance, the most significant impact was the recognition of right-of-use assets and lease liabilities relating to operating leases in the amounts of $ 801.8 million and $ 820.5 million, respectively, reported within Operating lease right-of-use assets and Long-term operating lease liabilities, respectively, with the current portion of the liability reported within Current portion of operating lease liabilities, in our consolidated balance sheet as of January 1, 2019.

Accounting for finance leases remained substantially unchanged and continues to be reported within Property and equipment, net and Long-term debt , with the current portion of the debt reported within Current portion of debt , in our consolidated balance sheets.

There was no cumulative effect of applying the new standard and accordingly there was no adjustment to our retained earnings upon adoption.

The comparative information presented has not been recast and continues to be reported under the accounting standards in effect for those periods.

For further information on leases, refer to Note 10.

This guidance did not have a material impact to our consolidated statements of comprehensive income (loss), consolidated statements of cash flows and our debt-covenants calculations under our current agreements.

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326);

Measurement of Credit Losses on Financial Instruments.

This ASU, along with subsequent ASUs issued to clarify certain of its provisions, introduces new guidance which makes substantive changes to the accounting model for financial assets subject to credit losses that are measured at amortized cost, as well as certain off-balance sheet credit exposures.

The updates include the introduction of a new current expected credit loss (“CECL”) model that is based on expected rather than incurred losses.

On January 1, 2020, we adopted these updates using the modified retrospective approach.

The adoption did not have a material impact to our consolidated financial statements.

In January 2020, the FASB issued ASU No.

2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivative and Hedging (Topic 815), which clarifies the interaction of rules for equity securities, the equity method of accounting, and forward contracts and purchase options on certain types of securities.

The guidance clarifies how to account for the transition into and out of the equity method of accounting when considering observable transactions under the measurement alternative.

The ASU is effective for annual reporting periods beginning after December 15, 2020, including interim reporting periods within those annual periods, with early adoption permitted.

We adopted the guidance during the quarter ended December 31, 2020.

The adoption did not have a material impact to our consolidated financial statements.

Revenue for passenger ticket revenue information by geographic area.

Recent Accounting Pronouncements

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We are currently evaluating the impact of the new guidance on our consolidated financial statements.

The impact, if any, will be dependent on the terms of any future contract modifications related to a change in reference rate.

In August 2020, the FASB issued ASU No.

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The ASU removes certain settlement conditions required for equity contracts to qualify for the derivative scope exception, permitting more contracts to qualify for it.

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In addition, the guidance eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method.

The ASU is effective for annual reporting periods beginning after December 15, 2021, including interim reporting periods within those annual periods, with early adoption permitted no earlier than the fiscal year beginning after December 15, 2020.

The guidance is expected to have an impact on our consolidated financial statements given the recent issuance of convertible notes, however, we are still evaluating the extent of the impact of the new guidance on our consolidated financial statements.

Reclassifications

For the year ended December 31, 2020, we separately presented Amortization of debt discounts and premiums , which includes amortization of commercial paper notes discount, in our consolidated statements of cash flows.

As a result, the prior year amortization amounts were reclassified from Other, net within Operating Activities to conform to the current year presentation.

Also for the year ended December 31, 2020, we no longer separately presented Proceeds from exercise of common stock options in our consolidated statements of cash flows.

As a result, the prior year amounts were reclassified to Other, net within Financing Activities to conform to the current year presentation.

Business Combination

On July 31, 2018, we acquired a 66.7 % equity stake ("the 2018 acquisition") in Silversea Cruise Holding Ltd.

("Silversea Cruises"), an ultra-luxury and expedition cruise line, from Heritage Cruise Holding Ltd.

("Heritage"), previously known as Silversea Cruises Group Ltd.

The purchase price for the 2018 acquisition consisted of $ 1.02 billion in cash, net of assumed liabilities, and contingent consideration due to Heritage for which any obligation was terminated upon our acquisition of the noncontrolling interest in 2020.

The fair value of the contingent consideration at the time of the 2018 acquisition was $ 44.0 million.

Changes to the fair value of the contingent consideration were recorded in our results of operations, if any, in the period of the change prior to its termination.

Refer to Note 18 .

Fair Value Measurements and Derivative Instruments for further information on the valuation of the contingent consideration.

To finance a portion of the 2018 acquisition purchase price, we drew in full on a $ 700 million unsecured credit agreement and the remainder of the transaction consideration was financed through the use of our revolving credit facilities.

We have accounted for the Silversea Cruises acquisition under the provisions of ASC 805, Business Combinations .

The purchase price for the 2018 acquisition was allocated based on estimates of the fair value of assets acquired and liabilities assumed at the acquisition date, with the excess allocated to goodwill.

Goodwill is not deductible for tax purposes and consisted primarily of the opportunity to expand our cruise operations in strategic growth areas.

Our purchase price allocation was final during 2019.

There were no material measurement period adjustments recorded for the year ended December 31, 2019.

On July 9, 2020, we acquired the remaining 33.3 % interest in Silversea Cruises that we did not already own (the "noncontrolling interest") from Heritage.

As a result of the acquisition of the noncontrolling interest, Silversea Cruises is now a wholly owned cruise brand.

As consideration for our acquisition of the noncontrolling interest, we issued to Heritage 5.2 million shares of common stock, par value $ 0.01 per share, of Royal Caribbean Cruises Ltd.

Pursuant to the agreement governing the acquisition of the noncontrolling interest, among other things, the parties terminated any existing obligation to issue Heritage any contingent consideration, at fair value, in connection with the 2018 acquisition.

The share purchase did not result in a change of control.

The purchase was accounted for as an equity transaction and no gain or loss was recognized in earnings.

Refer to Note 11 .

Redeemable Noncontrolling Interest to our consolidated financial statements under Item 8.

Financial Statements and Supplementary Data for further information regarding our acquisition of the noncontrolling interest.

For reporting purposes, we included Silversea Cruises’ results of operations on a three-month reporting lag from October 1, 2019 through September 30, 2020 in our consolidated results of operations for the year ended December 31, 2020;

from October 1, 2018 through September 30, 2019 in our consolidated results of operations for the year ended December 31, 2019 and from the July 31, 2018 date of acquisition through September 30, 2018 in our consolidated results of operations for the year ended December 31, 2018.

We have included Silversea Cruises' balance sheets as of September 30, 2020 and 2019 in our consolidated balance sheets as of December 31, 2020 and 2019, respectively.

Refer to Note 1 .

General for further information on this three-month reporting lag.

Revenue Recognition

Revenues are measured based on consideration specified in our contracts with customers and are recognized as the related performance obligations are satisfied.

We plan to adopt the new guidance on January 1, 2022 using the modified retrospective approach and expect to record a cumulative effect of adoption of approximately $ 146 million to retained earnings.

The adoption will also result in a reduction to additional paid in capital of $ 308 million, and an increase to debt by $ 162 million primarily as a result of the reversal of the remaining non-cash convertible debt discount.

The guidance will also result in a decrease in interest expense and will require us to use the more dilutive "if-converted" method when calculating the dilutive impact of our convertible debt instruments on earnings per share.

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Revenue Recognition

Revenues are measured based on consideration specified in our contracts with customers and are recognized as the related performance obligations are satisfied.

The majority of our revenues are derived from passenger cruise contracts which are reported within Passenger ticket revenues in our consolidated statements of comprehensive income (loss).

Our performance obligation under these contracts is to provide a cruise vacation in exchange for the ticket price.

We satisfy this performance obligation and recognize revenue over the duration of each cruise, which generally range from two to 24 nights.

We satisfy this performance obligation and recognize revenue over the duration of each cruise, which generally range from one to 25 nights.

Passenger ticket revenues include charges to our guests for port costs that vary with passenger head counts.

These type of port costs, along with port costs that do not vary by passenger head counts, are included in our operating expenses.

These types of port costs, along with port costs that do not vary by passenger head counts, are included in our operating expenses.

The amounts of port costs charged to our guests and included within Passenger ticket revenues on a gross basis were $ 104.8 million,$ 125.0 million and $ 666.8 million for the years ended December 31, 2021, 2020 and 2019, respectively.

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For the years ended December 31, 2021, 2020 and 2019, our guests were sourced from the following areas:

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Year Ended December 31,

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United States 76 % 67 % 65 %

United Kingdom 7 % 9 % 10 %

All other countries (1) 24 % 33 % 35 %

(1) No other individual country's revenue exceeded 10% for the years ended December 31, 2021, 2020 and 2019.

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Customer Deposits and Contract Liabilities

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We do not consider customer deposits to be a contract liability until the customer no longer retains the unilateral right, resulting from the passage of time, to cancel such customer's reservation and receive a full refund.

The current reduction in demand for cruising due to the COVID-19 pandemic has resulted in an unprecedented low level of advance bookings and the associated customer deposits received.

At the same time, we experienced significant cancellations beginning in the second half of March 2020, which has led to issuance of refunds to customers, while other customers have been rebooked on future cruises or received credits in lieu of cash refunds.

As of December 31, 2020, refunds due to customers mostly as a result of booking cancellations were $ 95.8 million compared to $ 9.8 million as of December 31, 2019 and are included within Accounts payable in our consolidated balance sheets.

The reduction in demand for cruising due to the COVID-19 pandemic resulted in lower than historical levels of advance bookings and the associated customer deposits received.

At the same time, we experienced significant cancellations as a result of the COVID-19 pandemic, which led to issuance of refunds to customers, while the remainder have been rebooked on future cruises or received credits in lieu of cash refunds.

As of December 31, 2021, refunds due to customers mostly as a result of cancelling their sailings were $ 38.8 million compared to $ 95.8 million as of December 31, 2020 and are included within Accounts payable in our consolidated balance sheets.

Customer deposits also include deposits related to cancelled cruises prior to the election of a cash refund by guests.

Due to the uncertainty around our return to sailing and the future demand for cruising, we are unable to estimate the amount of the December 31, 2020 customer deposits that will be recognized in earnings compared to amounts that will be refunded to customers or issued as a credit for future travel through the end of 2021.

Customer deposits presented in our consolidated balance sheets include contract liabilities of $ 124.8 million and $ 1.7 billion as of December 31, 2020 and December 31, 2019, respectively.

Due to the uncertainty related to the timing and pace of our return for cruising, we are unable to estimate the amount of the December 31, 2021 customer deposits that will be recognized in earnings compared to amounts that will be refunded to customers or issued as a credit for future travel through the end of 2022.

Customer deposits presented in our consolidated balance sheets include contract liabilities of $ 814.3 million and $ 124.8 million as of December 31, 2021 and December 31, 2020, respectively.

We have provided flexibility to guests with bookings on sailings cancelled due to COVID-19 by allowing guests to receive future cruise credits (“FCC”) or elect to receive refunds in cash.

As of December 31, 2021, our customer deposit balance includes approximately $ 600.0 million of unredeemed FCCs.

As of December 31, 2021, the expiration date of the FCCs was extended until April 2022 for sailings departing on or before December 2022.

Given the uncertainty of travel demand caused by COVID-19 and lack of comparable historical experience of FCC redemptions, we are unable to estimate the number of FCCs that may expire unused in future periods and get recognized as breakage.

We will update our breakage analysis as future information is received.

Contract Receivables and Contract Assets

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Assets Recognized from the Costs to Obtain a Contract with a Customer

Prepaid travel agent commissions are an incremental cost of obtaining contracts with customers that we recognize as an asset and include within Prepaid expenses and other assets in our consolidated balance sheets.

Prepaid travel agent commissions were $ 1.1 million and $ 163.2 million as of December 31, 2020 and 2019, respectively.

Our prepaid travel agent commissions at December 31, 2019 were expensed and reported primarily within Other operating in our consolidated statements of comprehensive income (loss) during the year ended December 31, 2020.

The impact of COVID-19 on our operating plans and projected cash flows resulted in the completion of interim impairment assessments in respect of certain reporting units as of March 31, 2020 and June 30, 2020, in addition to our annual goodwill impairment assessment performed as of November 30, 2020.

Prepaid travel advisor commissions are an incremental cost of obtaining contracts with customers that we recognize as an asset and include within Prepaid expenses and other assets in our consolidated balance sheets.

Prepaid travel advisor

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commissions were $ 75.4 million and $ 1.1 million as of December 31, 2021 and 2020, respectively.

Our prepaid travel advisor commissions at December 31, 2020 were expensed and reported primarily within Other operating in our consolidated statements of comprehensive income (loss) during the year ended December 31, 2021.

Refer to Note 1.

General for further information regarding COVID-19 and its impact to the Company.

As a result of our evaluations, we determined that the fair value of the Royal Caribbean International reporting unit exceeded its carrying value as of March 31, 2020 and June 30, 2020 by approximately 30 % and 8 %, respectively, resulting in no impairment to the Royal Caribbean International goodwill in those periods.

In respect to the Royal Caribbean International reporting unit, we determined that the fair value of the Royal Caribbean International reporting unit exceeded its carrying value as of March 31, 2020 and June 30, 2020 by approximately 30 % and 8 %, respectively, resulting in no impairment to the Royal Caribbean International goodwill in those periods.

We did not perform an interim impairment evaluation of Royal Caribbean International's goodwill during the quarter ended September 30, 2020 as no triggering events were identified.

In respect to the Silversea Cruises reporting unit, we determined the carrying value of the reporting unit

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exceeded its fair value as of March 31, 2020.

As of November 30, 2020, we performed our annual goodwill impairment review and determined the fair value of the Royal Caribbean International reporting unit exceeded its carrying value by approximately 14 %.

We did not perform interim impairment evaluations during the quarters ended March 31, 2021, June 30, 2021, and September 30, 2021 as no triggering events were identified.

In respect to the Silversea Cruises reporting unit, we determined the carrying value of the reporting unit exceeded its fair value as of March 31, 2020.

Accordingly, we recognized a goodwill impairment charge of $ 576.2 million for the quarter ended March 31, 2020.

We did not perform interim impairment evaluations of Silversea Cruises' reporting unit during the quarters ended June 30, 2020 and September 30, 2020 as no triggering events were identified.

As of November 30, 2020, we performed our annual goodwill impairment review and determined the fair value of the Silversea Cruises reporting unit exceeded its carrying value by approximately 12 %.

We did not perform interim impairment evaluations during the quarters ended March 31, 2021, June 30, 2021, and September 30, 2021 as no triggering events were identified.

As of November 30, 2021, we performed our annual goodwill impairment reviews and determined no incremental impairment losses existed at the date of this annual assessment.

We determined the fair value of the Royal Caribbean International and Silversea Cruises reporting units exceeded their carrying values by approximately 38 % and 35 %, respectively, at the date of this annual assessment.

The suspension of operations, as further discussed in Note 1.

General , and possibility of further suspensions create uncertainty in forecasting operating cash flows.

For the Silversea reporting unit a probability-weighted discounted cash flow model in combination with a market based valuation approach was used for all periods assessed.

The gradual resumption of cruise operations, as further discussed in Note 1.

General , and possibility of further delays or suspensions create uncertainty in forecasting operating cash flows.

The fair value of the Royal Caribbean International reporting unit as of March 31, 2020 was determined using a probability-weighted discounted cash flow model.

For the June 30, 2020 and November 30, 2020 assessments, we used a probability-weighted discounted cash flow model in combination with a market-based valuation approach.

For the Silversea reporting unit, a probability-weighted discounted cash flow model in combination with a market-based valuation approach was used for all periods assessed in 2020.

As of November 30, 2021, a discounted cash flow model was used in combination with a market-based valuation approach for both reporting units.

This requires the use of assumptions that are subject to risk and uncertainties.

The principal assumptions used in the discounted cash flow analyses that support our Royal Caribbean International and Silversea Cruises reporting unit impairment assessments consisted of:

• The timing of our return to service, changes in market conditions and port or other restrictions;

• Forecasted net revenues, primarily the timing of returning to normalized operations, occupancy rates from existing and expected ship deliveries, including options, and terminal growth rate;

• Forecasted net revenues, primarily the timing of returning to normalized operations, occupancy rates from existing and expected ship deliveries, and terminal growth rate;

• Weighted average cost of capital (i.e., discount rate).

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The carrying value of goodwill attributable to our Royal Caribbean International, Celebrity Cruises and Silversea Cruises reporting units and the changes in such balances during the years ended December 31, 2021 and 2020 were as follows (in thousands):

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Royal Caribbean International Celebrity Cruises Silversea Cruises (1) Total

Balance at December 31, 2019 $ 299,226 $ 1,632 $ 1,084,786 $ 1,385,644

Silversea Goodwill adjustment (1) — — ( 5,224 ) ( 5,224 )

Goodwill attributable to the purchase of photo operation onboard our ships (2) 12,518 — — 12,518

Foreign currency translation adjustment ( 3 ) — — ( 3 )

Balance at December 31, 2019 299,226 1,632 1,084,786 1,385,644

Impairment charge — — ( 576,208 ) ( 576,208 )

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Balance at December 31, 2020 296,576 4,326 508,578 809,480

Foreign currency translation adjustment ( 97 ) — — ( 97 )

Balance at December 31, 2021 $ 296,479 $ 4,326 $ 508,578 $ 809,383

__________________________________________________

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Refer to Note 1.

General, Note 3.

Business Combination, and Note 11 .

Redeemable Noncontrolling Interest for further information.

General for further information.

(2) In 2019, we purchased the photo operations onboard our ships from our former concessionaire.

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The business combination, including purchase transaction and assets acquired, was immaterial to our consolidated financial statements.

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Intangible Assets

Intangible assets consist of finite and indefinite life assets and are reported within Other assets in our consolidated balance sheets.

The impact of COVID-19 on our operating plans and projected cash flows resulted in the completion of an interim impairment assessment for the Silversea Cruises trade name as of March 31, 2020, in addition to our annual indefinite-lived intangible asset impairment assessment performed as of November 30, 2020.

Refer to Note 1.

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We did not perform interim impairment evaluations of Silversea Cruises' trade name during the quarters ended June 30, 2020 and September 30, 2020, as no triggering events were identified.

As of November 30, 2020, we performed our annual trade name impairment review and determined the fair value of the Silversea Cruise trade name exceeded its carrying value by approximately 3 %.

We did not perform interim impairment evaluations of Silversea Cruises' trade name during the quarters ended March 31, 2021, June 30, 2021, and September 30, 2021 as no triggering events were identified.

As of November 30, 2021, we performed our annual trade name impairment review and determined no incremental impairment losses existed at the date of this annual assessment.

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The adverse impact COVID-19 will continue to have on our business, operating results, cash flows and overall financial condition is uncertain and may result in changes to the assumptions used in the impairment tests discussed above.

In addition, further suspension beyond 2021 or changes to our planned ship deliveries could adversely impact our expected occupancy rates and may result in additional impairment charges of the Silversea Cruises trade name in the future.

The suspension of operations, as further discussed in Note 1.

General , and possibility of further suspensions create uncertainty in forecasting operating cash flows.

In addition, delays in achieving occupancy levels at historical levels or changes to our planned ship deliveries could adversely impact our expected occupancy rates and may result in additional impairment charges of the Silversea Cruises trade name in the future.

The gradual resumption of cruise operations, as further discussed in Note 1.

General , and possibility of further delays or suspensions create uncertainty in forecasting operating cash flows.

The determination of our trade name fair values using a discounted cash flow model and various valuation methods depending on the nature of the intangible asset, such as the relief-from-royalty method, require the use of assumptions that are subject to risk and uncertainties.

The principal assumptions used in the discounted cash flow analyses that support the Silversea Cruises trade name impairment assessments consisted of:

• Forecasted net revenues, primarily the timing of returning to normalized operations, occupancy rates from existing and expected ship deliveries, including options, and terminal growth rate;

• Forecasted net revenues, primarily the timing of returning to normalized operations, occupancy rates from existing and expected ship deliveries, and terminal growth rate;

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• Royalty rate;

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The following is a summary of our intangible assets as of December 31, 2020 (in thousands, except weighted average amortization period):

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As of December 31, 2020

Remaining Weighted Average Amortization Period (Years) Gross Carrying Value Accumulated Amortization Net Carrying Value

Remaining Weighted Average Amortization Period (Years) Gross Carrying Value Accumulated Amortization Accumulated Impairment Losses Net Carrying Value

Finite-life intangible assets:

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The estimated future amortization for finite-life intangible assets for each of the next five years is as follows (in thousands):

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Property and Equipment

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We capitalized interest costs of $ 58.8 million, $ 59.1 million, and $ 56.5 million for the years ended December 31, 2021, 2020 and 2019, respectively.

During 2020, we took delivery of Celebrity Apex , Silver Origin and Silver Moon.

During 2021, we took delivery of Odyssey of the Seas , Silver Dawn and, with our joint venture partner TUIC, we took delivery of Hanseatic Spirit.

The November 2021 delivery and related financing for the Silver Dawn was reported in our consolidated financial statements as of and for the year ended December 31, 2021, as a result of the elimination of the Silversea Cruises three month reporting lag.

In January of 2022, we took delivery of Wonder of the Seas.

Refer to Note 8 .

Debt for further information on the financings for Celebrity Apex and Silver Moon .

The October 2020 Silversea Cruises delivery and related financing for the Silver Moon was reported in our consolidated financial statements as of and for the year ended December 31, 2020, regardless of the three month reporting lag for Silversea Cruises, due to the materiality of the transaction.

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Debt for further information on the financings for Odyssey of the Seas and Wonder of the Seas and to Note 9.

Leases on the financing for Silver Dawn .

During the first quarter 2020, we determined that the lease for Silver Explorer , operated by Silversea Cruises and previously classified as a finance lease, was an operating lease based on modification of the terms of the lease.

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Leases for further information.

During 2019, we took delivery of Spectrum of the Seas and Celebrity Flora.

Refer to Note 9 .

Debt for further information.

During 2019 Silversea Cruises terminated the operating lease for Silver Discover.

Long-lived Assets impairments

We review our long-lived assets for impairment whenever events or circumstances indicate potential impairment losses exist.

The impact of COVID-19 on our expected future operating cash flows, as well as decisions to dispose of certain vessels, resulted in the identification of impairment triggers for certain vessels.

The impact of COVID-19 on our expected future operating cash flows, as well as decisions to dispose of certain vessels, resulted in the identification of impairment triggers for certain vessels in 2020.

Refer to Note 1.

General for further information regarding COVID-19 and its impact to the Company.

We estimated the recoverability of certain vessels using undiscounted cash flow analyses at interim dates throughout 2020 and again at December 31,2020.

We estimated the recoverability of certain vessels using undiscounted cash flow analyses at interim dates throughout 2020 and at December 31, 2020.

A number of vessels were found to have net carrying values in excess of their estimated undiscounted future cash flows and, as such, were subject to fair value assessments.

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During the quarter ended September 30, 2020, we sold the ships previously chartered to Pullmantur Holdings to third parties for amounts approximating their carrying values and no further impairment was recorded.

Also included in the $ 635.5 million impairment loss for the year ended December 31, 2020, is a $ 166.8 million impairment charge for the three Azamara ships to be included in the sale of the Azamara brand that is expected to close in the first quarter of 2021.

Also included in the $ 635.5 million impairment loss for the year ended December 31, 2020, is a $ 166.8 million impairment charge for the three Azamara ships included in the sale of the Azamara brand, effective March 19, 2021.

There were no vessel impairment charges for the year ended December 31, 2021.

The suspension of operations, as discussed in Note 1.

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Our principal assumptions used in our undiscounted cash flows consisted of:

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• The timing of our return to service, changes in market conditions and port or other restrictions;

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During the year ended December 31, 2020, we also determined that certain construction in progress projects would be reduced in scope or would no longer be completed as a result of our capital cost containment measures in response to the COVID-19 impact on our liquidity.

This led to an impairment charge of $ 91.5 million of construction in progress assets.

During the years ended December 31, 2021 and 2020, we also determined that certain construction in progress projects would be reduced in scope or would no longer be completed as a result of our capital cost containment measures in response to the COVID-19 impact on our liquidity.

We recorded property and equipment impairment charges of $ 55.2 million and $ 91.5 million, during the years ended December 31, 2021 and December 31, 2020, respectively, which primarily related to construction in progress assets.

These impairment charges were reported within Impairment and Credit Losses in our consolidated statements of comprehensive (loss) income.

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We believe that the power to direct the activities that most significantly impact TUIC’s economic performance are shared between ourselves and TUI AG, our joint venture partner.

All the significant operating and financial decisions of TUIC require the

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

consent of both parties, which we believe creates shared power over TUIC.

All the significant operating and financial decisions of TUIC require the consent of both parties, which we believe creates shared power over TUIC.

Accordingly, we do not consolidate this entity and account for this investment under the equity method of accounting.

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The majority of these amounts were included within Other assets in our consolidated balance sheets.

During the quarter ended March 31, 2021, we and TUI AG each contributed € 59.5 million, or approximately $ 69.9 million based on the exchange rate at March 31, 2021, of additional equity through a combination of cash contributions and conversion of existing receivables.

In June 2021, Hapag-Lloyd Cruises received delivery of the Hanseatic Spirit , a 230 berth luxury expedition cruise vessel.

TUIC has various ship construction and financing agreements which include certain restrictions on each of our and TUI AG’s ability to reduce our current ownership interest in TUIC below 37.55 % through May 2033.

Our investment amount and outstanding term loan are substantially our maximum exposure to loss in connection with our investment in TUIC.

In March 2009, we sold Celebrity Galaxy to TUI Cruises for € 224.4 million, or $ 290.9 million as of the sale date, to serve as the original Mein Schiff 1 .

Due to the related party nature of this transaction, the gain on the sale of the ship of $ 35.9 million was deferred and was being recognized over the remaining life of the ship which was estimated to be 23 years.

In April 2018, TUI Cruises sold the original Mein Schiff 1 and as a result we accelerated the recognition of the remaining balance of the deferred gain, which was $ 21.8 million.

This amount is included within Other income (expense) in our consolidated statements of comprehensive income (loss) for the year ended December 31, 2018.

We determined that Pullmantur Holdings, in which we have a 49 % noncontrolling interest and Springwater Capital LLC has a 51 % interest, is a VIE for which we are not the primary beneficiary as we do not have the power to direct the activities that most significantly impact the entity's economic performance.

In 2020, Pullmantur Holdings and certain of its subsidiaries filed for reorganization under the terms of the Spanish insolvency laws due to the negative impact of the COVID-19 pandemic on the companies.

We suspended the equity method of accounting for Pullmantur Holdings during the second quarter of 2020 as we do not intend to fund the entity's future losses and lost our ability to exert significant influence over the entity's activities as a result of the reorganization process.

We have determined that Pullmantur Holdings, in which we have a 49 % noncontrolling interest and Springwater Capital LLC has a 51 % interest, is a VIE for which we are not the primary beneficiary as we do not have the power to direct the activities that most significantly impact the entity's economic performance.

In 2020, Pullmantur Holdings and certain of its

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

subsidiaries filed for reorganization under the terms of the Spanish insolvency laws due to the negative impact of the COVID-19 pandemic on the companies, and on July 15, 2021, Pullmantur Holdings and certain of its subsidiaries filed for liquidation.

In connection with the reorganization, we terminated the agreements chartering three of our ships to Pullmantur Holdings and sold the ships to third parties during the quarter ended September 30, 2020 for amounts approximating their carrying values.

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As part of this settlement, we agreed to provide Pullmantur guests the option to apply their paid deposits toward a Royal Caribbean International or Celebrity Cruises sailing, or request a cash refund.

An amount of $ 21.6 million, approximating the estimated total cash refund expected to be paid to Pullmantur guests and other expenses incurred as part of the reorganization, was recorded in Other expense in our consolidated statements of comprehensive (loss) income for the quarter ended June 30, 2020.

As of December 31, 2020, we did not have any exposure to credit loss in Pullmantur Holdings.

As of December 31, 2019, our maximum exposure to loss in Pullmantur Holdings was $ 49.7 million, consisting of loans and other receivables.

These amounts were included within Trade and other receivable s, net and Other assets in our consolidated balance sheets.

The estimated total cash refunds expected to be paid to Pullmantur guests and other expenses incurred as part of the liquidation were approximately $ 10.2 million and $ 21.6 million for the years ended December 31, 2021 and 2020, respectively.

These amounts were recorded in Other operating and in Other expense in our consolidated statements of comprehensive (loss) income for the years ended December 31, 2021 and 2020.

We have determined that Grand Bahama Shipyard Ltd.

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This 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, ship upgrades and certain emergency repairs as may be required.

During the years ended December 31, 2020 and 2019, we made payments of $ 0.2 million.

and $ 45.7 million, respectively, to Grand Bahama for ship repair and maintenance services.

We have determined

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

that we are not the primary beneficiary of this facility, as we do not have the power to direct the activities that most significantly impact the facility's economic performance.

We utilize this facility, among other ship repair facilities, for our regularly scheduled drydocks and certain emergency repairs as may be required.

During the years ended December 31, 2021 and 2020, we made payments of $ 9.3 million and $ 0.2 million, respectively, to Grand Bahama for ship repair and maintenance services.

We have determined that we are not the primary beneficiary of this facility, as we do not have the power to direct the activities that most significantly impact the facility's economic performance.

Accordingly, we do not consolidate this entity.

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During the quarter ended March 31, 2020, we performed an impairment evaluation on our investment in Grand Bahama.

As a result of the evaluation, we did not deem our investment balance to be recoverable and recorded an impairment charge of $ 30.1 million bringing our investment balance to zero .

As a result of the evaluation, we did not deem our investment balance to be recoverable and recorded an impairment charge of $ 30.1 million.

The impairment assessment and the resulting charge on our equity method investment in Grand Bahama were determined based on management’s estimates and projections.

We are currently recognizing our share of equity method losses against the carrying value of our loans receivable from Grand Bahama.

We are currently recognizing our share of net accumulated equity method losses against the carrying value of our loans receivable from Grand Bahama, for which there were no impairments during 2021.

For further information on the measurements used to estimate the fair value of our equity investments, refer to Note 16.

Fair Value Measurements and Derivative Instruments.

As of December 31, 2020, we had exposure to credit loss in Grand Bahama consisting of $ 19.1 million in loans.

Our loans to Grand Bahama mature between December 2020 and March 2026 and bear interest at LIBOR plus 2.0 % to 3.75 %, capped at 5.75 % for the majority of the outstanding loan balance.

Interest payable on the loans is due on a semi-annual basis.

We did not receive principal and interest payments during the year ended December 31, 2020.

During the year ended December 31, 2019, we received principal and interest payments of $ 8.6 million.

The loan balances are included within Trade and other receivables, net and Other assets in our consolidated balance sheets.

We monitor credit risk associated with the loans through our participation on Grand Bahama’s board of directors along with our review of Grand Bahama’s financial statements and projected cash flows.

Effective April 1, 2020, we placed the loans in non-accrual status based on our review of Grand Bahama's projected cash flows which have been adversely affected by impacts to their operations caused by the 2019 crane accident related to Oasis of the Seas , Hurricane Dorian and most recently, COVID-19.

During the year ended December 31, 2020, no credit losses were recorded related to these loans.

In April 2019, Grand Bahama experienced an incident involving one of its drydocks where Oasis of the Seas was undergoing maintenance.

The damage from the incident resulted in a write-off of the related drydock by Grand Bahama.

Our equity investment income for the year ended December 31, 2019 reflects our equity share of the write-off and other incidental expenses.

Grand Bahama's management is working with its insurance underwriter to determine coverage under their existing policies.

As of December 31, 2021, we had exposure to credit loss in Grand Bahama consisting of a $ 11.1 million loan.

Our loan to Grand Bahama matures March of 2026 and bears interest at LIBOR plus 3.5 % to 3.75 %, capped at 5.75 %.

Interest payable on the loan is due on a semi-annual basis.

During the year ended December 31, 2021, we received principal and interest payments of $ 8.9 million related to a term loan that had fully matured.

We did not receive any principal and interest payments during the year ended December 31, 2020.

The remaining loan balance is included within Other assets in our consolidated balance sheets.

We monitor credit risk associated with the loan through our participation on Grand Bahama’s board of directors along with our review of Grand Bahama’s financial statements and projected cash flows.

Effective April 1, 2020, we placed the loan in non-accrual status based on our review of Grand Bahama's projected cash flows which have been adversely affected by impacts to their operations caused by the 2019 crane accident related to Oasis of the Seas , Hurricane Dorian and most recently, COVID-19.

During the year ended December 31, 2021, no credit losses were recorded related to the fully matured loan, nor the outstanding loan.

The following tables set forth information regarding our investments accounted for under the equity method of accounting, including the entities discussed above, (in thousands):

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year ended December 31,

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(1) For the year ended December 31, 2019, TUI Cruises paid us dividends totaling € 170.0 million, or approximately $ 190.3 million, based on the exchange rates at the time of the transactions.

There were no dividends received from TUI Cruises for the years ended December 31, 2021 and 2020, respectively.

The amounts included in the table above are net of tax withholdings.

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(2) Included within Other assets in our consolidated balance sheets.

We also provide ship management services to TUI Cruises GmbH and provided management services to Pullmantur Holdings (which filed for reorganization in Spain in June 2020) and Skysea Holding (which ceased cruising operations in September 2018).

We also provide ship management services to TUI Cruises GmbH and provided management services to Pullmantur Holdings (which filed for reorganization, and liquidation in Spain in 2020).

Additionally, we bareboat chartered to Pullmantur Holdings the vessels previously operated by its brands, which were retained by us following the sale of our 51 % interest in Pullmantur Holdings.

These bareboat charters were

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terminated when Pullmantur Holdings filed for reorganization in Spain.

These bareboat charters were terminated when Pullmantur Holdings filed for reorganization in Spain.

We recorded the following as it relates to these services in our operating results within our consolidated statements of comprehensive income (loss) (in thousands):

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Total liabilities $ 5,085,678 $ 4,878,692

Equity attributable to:

Noncontrolling interest $ — $ 1,784

Year ended December 31,

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Total expenses ( 897,308 ) ( 939,481 ) ( 1,875,952 )

Net income $ ( 319,686 ) $ 478,792 $ 476,192

Net (loss) income $ ( 218,171 ) $ ( 319,686 ) $ 478,792

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Credit Losses

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In evaluating the credit loss allowance, management considered factors such as historical loss experience, the types of loans and the amount of loans in the loan portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, peer group information and prevailing economic conditions.

Based on these credit loss estimation factors, during the year ended December 31, 2020, we recorded a loss provision of $ 187.1 million primarily on notes receivable of approximately $ 81.6 million related to our previous sales of property and equipment to third parties and on receivables of approximately $ 103.5 million mostly related to loans and other receivables due from Pullmantur Holdings.

We also wrote-off a credit loss allowance amount of $ 107.3 million during 2020, primarily due to loans and other receivables related to Pullmantur Holdings.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Based on these credit loss estimation factors, during the year ended December 31, 2021, we recorded a loss provision of $ 43.8 million.

The 2021 loss provision was primarily related to a note receivable of approximately $ 24.3 million due from an investment previously reported under the equity-method of accounting, which we subsequently determined was no longer recoverable and wrote the amount off from our credit loss allowance.

The 2021 credit loss provision also includes $ 12.6 million of other receivable balances primarily related to loans due from travel advisors.

Our credit loss allowance beginning balance as of January 1, 2021 primarily relates to credit losses recognized during 2020 on notes receivable for the previous sale of our property and equipment of $ 81.6 million.

The following table summarizes our credit loss allowance related to receivables for the year ended December 31, 2021 (in thousands):

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Balance at December 31, 2021 $ 100,192

Our credit loss allowance balance for the year ended December 31, 2020 primarily related to a $ 81.6 million loss provision recognized during 2020 on notes receivable related to our previous sale of property and equipment mostly to third parties.

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1.51 % - 1.91 %

2022 - 2024 2,899,342 3,289,000

Unsecured UK Commercial paper 2021 — 409,319

USD Commercial paper — % — — 1,434,180

USD unsecured term loan 0.71 % - 3.17 %

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Long-term portion $ 18,847,209 $ 17,957,956

(1) Interest rates based on outstanding loan balance as of December 31, 2020 and, for variable rate debt, include either LIBOR or EURIBOR plus the applicable margin.

(2) Includes $ 1.9 billion facility due in 2024 and $ 1.6 billion facility due in 2022, each of which accrue interest at LIBOR plus 1.30 %, which interest rate was 1.54 %, as of December 31, 2020 and each is subject to a facility fee of 0.20 %.

(1) Interest rates based on outstanding loan balance as of December 31, 2021 and, for variable rate debt, includes either LIBOR or EURIBOR plus the applicable margin.

(2) Includes $ 1.9 billion facility and $ 1.3 billion facility, the vast majority of which is due in 2024.

Our $ 1.9 billion facility accrues interest at LIBOR plus a maximum interest rate margin of 1.30 %, which interest rate was 1.51 %, as of December 31, 2021 and is subject to a facility fee of 0.20 %.

Our $ 1.3 billion facility accrues interest at LIBOR plus a maximum interest rate margin of 1.70 %, which interest was 1.91 % as of December 31, 2021 and is subject to a facility fee of a maximum of 0.30 %.

(3) At December 31, 2021 and 2020, the weighted average interest rate for total debt was 5.47 % and 6.02 %, respectively.

In March 2021, we amended our $ 1.55 billion unsecured revolving credit facility due October 2022 and our $ 1.0 billion unsecured term loan due April 2022.

These amendments, among other things, extend the maturity date or termination date of certain of the advances and commitments, as applicable, under the facilities held by consenting lenders by 18 months and increase the interest rate margin and/or the facility fee, as applicable, with respect to advances and commitments held by such lenders.

Consenting lenders also received a prepayment and commitment reduction equal to 20 % of their respective outstanding advances and commitments.

Following these amendments, the aggregate revolving capacity of the revolving credit facility is approximately $ 1.3 billion, with approximately $ 0.2 billion terminating in October 2022 and approximately $ 1.1 billion terminating in April 2024 and the aggregate principal balance of the term loan is approximately $ 0.9 billion, with approximately $ 0.3 billion maturing in April 2022 and approximately $ 0.6 billion maturing in October 2023.

As of December 31, 2021, our aggregate revolving borrowing capacity was $ 3.2 billion and was mostly utilized through a combination of amounts drawn and letters of credit issued under the facilities.

Certain of our surety agreements with third party providers for the benefit of certain agencies and associations that provide travel related bonds, allow the sureties to request collateral.

We also have agreements with our credit card processors relating to customer deposits received by us for future voyages.

These agreements allow the credit card processors to require us, under certain circumstances, to maintain a reserve that can be

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

satisfied by posting collateral.

As of December 31, 2021, we have posted letters of credit as collateral with our sureties and credit card processors under our revolving credit facilities in the amount of $ 193.3 million.

Executed amendments are in place for the majority of our credit card processors, waiving reserve requirements tied to breach of our financial covenants through at least September 30, 2022, with modified covenants thereafter, and as such, we do not anticipate any incremental collateral requirements for the processors covered by these waivers in the next 12 months.

We have a reserve with a processor where the agreement was amended in the first quarter of 2021, such that proceeds are held in reserve until the sailing takes place or the funds are refunded to the customer.

The maximum projected cash exposure with the processor, including amounts currently held and reported in Trade and other receivables, is approximately $ 285.0 million.

The amount and timing are dependent on future factors that are uncertain, such as the pace of resumption of cruise operations, volume of future deposits and whether we transfer our business to other processors.

In March 2021, we took delivery of Odyssey of the Seas .

To finance the purchase, we borrowed $ 994.1 million under a previously committed unsecured term loan which is 95 % guaranteed by Euler Hermes Aktiengesellschaft (“Hermes”), the official export credit agency of Germany.

The loan amortizes semi-annually over 12 years and bears interest at a floating rate equal to LIBOR plus a margin of 0.96 %.

Prior to delivery during the first quarter of 2021, we amended the credit agreement to (i) increase the maximum loan amount under the facility to make available to us a maximum amount equal to the US dollar equivalent of 80 % of the vessel purchase price plus 100 % of the premium payable to Hermes and (ii) defer the payment of all principal payments due between April 2021 and April 2022, which amounts will be repayable semi-annually over a five year period starting in April 2022.

In March 2021, we issued $ 1.50 billion of senior unsecured notes that mature in 2028, for net proceeds of $ 1.48 billion.

Interest on the senior notes accrues at 5.5 % per annum and is payable semi-annually.

We used the proceeds from the notes to repay principal payments on debt maturing or required to be paid in 2021 and 2022, and the remaining for general corporate purposes.

In March 2021, we extended our binding commitment from Morgan Stanley Senior Funding Inc.

for a $ 700.0 million term loan facility by one year .

The commitment was initially obtained in August 2020, and as amended, we may draw on the facility at any time prior to August 12, 2022.

Once drawn, the loan will bear interest at LIBOR plus 3.75 % and will mature 364 days from funding.

In addition, the facility, once drawn, will be guaranteed by RCI Holdings, LLC, our wholly owned subsidiary that owns the equity interests in subsidiaries that own seven of our vessels.

We have the ability to increase the capacity of the facility by an additional $ 300.0 million from time to time subject to the receipt of additional or increased commitments and the issuance of guarantees from additional subsidiaries.

In June 2021, we issued $ 650.0 million of senior unsecured notes due in 2026 (the "June Unsecured Notes") for net proceeds of approximately $ 640.6 million.

Interest accrues on the June Unsecured Notes at a fixed rate of 4.25 % per annum and is payable semi-annually in arrears.

We fully repaid the Silversea Cruises 7.25 % senior secured notes due in 2025 (the "Silversea Notes"), in the amount of $ 619.8 million, with a portion of the proceeds from the June Unsecured Notes.

We also funded call premiums, fees and expenses in connection with the redemption of the Silversea Notes with proceeds from the June Unsecured Notes.

Additionally, during the second quarter of 2021, we repaid in full a $ 130 million term loan.

In August 2021, we issued $ 1.0 billion of senior notes due in 2026 (the "August Unsecured Notes") for net proceeds of approximately $ 986.0 million.

Interest accrues on the August Unsecured Notes at a fixed rate of 5.50 % per annum and is payable semi-annually in arrears.

We used the proceeds of the August Unsecured Notes to replenish our capital as a result of the redemption of a portion of the 11.50 % senior secured notes due 2025, in the amount of $ 928.0 million plus accrued interest and premiums.

The repayment of the 11.50 % senior secured notes due 2025 resulted in a total loss on the extinguishment of debt of $ 141.9 million, which was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive loss for the year ended December 31, 2021.

In January 2022, we took delivery of Wonder of the Seas.

To finance the delivery, we borrowed a total of $ 1.3 billion under a credit agreement novated to us in July of 2017, resulting in an unsecured term loan which is 100 % guaranteed by Bpifrance Assurance Export ("BpiFAE"), the official export credit agency of France.

The unsecured loan amortizes semi-annually over 12 years and bears interest at a fixed rate of 3.18 %.

In January 2022, we issued $ 1.0 billion of senior notes (the "January 2022 Unsecured Notes") due in 2027 for net proceeds of approximately $ 990.0 million.

Interest accrues on the January 2022 Unsecured Notes at a fixed rate of 5.375 % per annum and is payable semi-annually in arrears.

The proceeds from the January 2022 Unsecured Notes will be used to repay principal payments on debt maturing in 2022.

Pending such debt maturities, we have temporarily applied the proceeds to repay borrowings under our

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revolving credit facilities, bringing our undrawn revolving credit facility capacity to $ 1.1 billion as of the date of the issuance of this report from $ 0.1 billion as of December 31, 2021.

During 2020, we amended all of our export credit facilities, all of our non-export credit facilities and certain of our credit card processing agreements which contain financial covenants to extend the financial covenant waiver through and including the fourth quarter of 2021.

During the first quarter of 2021, we amended $ 4.9 billion of our non-export credit facilities and certain of our credit card processing agreements to extend the waiver of the financial covenants through and including the third quarter of 2022 or, if earlier, that date falling after January 1, 2022 on which we elect to comply with the modified covenants.

Pursuant to the amendments, we have modified the manner in which such covenants are calculated (temporarily in certain cases and permanently in others) as well as the levels at which our net debt to capitalization covenant will be tested during the period commencing immediately following the end of the waiver period and continuing through the end of 2023.

As of December 31, 2021, the monthly-tested minimum liquidity covenant was $ 350 million for the duration of the waiver period.

As of the date of these financial statements, we were in compliance with the applicable minimum liquidity covenant.

Pursuant to these amendments, the restrictions on paying cash dividends and effectuating share repurchases were extended through and including the third quarter of 2022.

During the first quarter of 2021, we also amended $ 6.3 billion of our export credit facilities to extend the waiver of the financial covenants through and including at least the end of the third quarter of 2022, and during the third quarter of 2021, we entered into a letter agreement to extend the waiver period to the end of the fourth quarter of 2022.

These amendments deferred $ 1.15 billion of principal payments due between April 2021 and April 2022.

The deferred amounts will be repayable semi-annually over a five-year period starting in April 2022.

Pursuant to these amendments, we have agreed to implement the same liquidity covenant that applies in our non-export credit facilities.

The amendments also provide for mandatory prepayment of the deferred amounts upon the taking of certain actions.

Subject to a number of carve outs, these include, but are not limited to, issuance of dividends, completion of share repurchases, issuances of debt other than for crisis and recovery purposes, the making of loans and the sale of assets other than at arm’s length

In the fourth quarter of 2020 and the first quarter of 2021, we entered into amendments to our outstanding and committed export-credit facilities to provide for the issuance of guarantees in satisfaction of existing obligations under these facilities.

Following issuance (which, in the case of the undrawn facilities, will occur once the debt is drawn), the guarantees will be released under certain circumstances as other debt is repaid or refinanced on an unsecured and unguaranteed basis.

In connection with and following the issuance of the guarantees, the guarantor subsidiaries are restricted from issuing additional guarantees in favor of lenders (other than those lenders who are party to the ECA facilities), and certain of the guarantor subsidiaries are restricted from incurring additional debt.

In addition, the ECA facilities will benefit from guarantees to be issued by intermediary parent companies of subsidiaries that take delivery of any new vessels subject to export-credit backed financing.

Except for the term loans we incurred to acquire Celebrity Flora and Silver Moon , all of our unsecured ship financing term loans are guaranteed by the export credit agency in the respective country in which the ship is constructed.

For the majority of the loans as of December 31, 2021, we pay to the applicable export credit agency, depending on the financing agreement, an upfront fee of 2.35 % to 5.48 % of the maximum loan amount in consideration for these guarantees.

We amortize the fees that are paid upfront over the life of the loan.

We classify these fees within Amortization of debt issuance costs in our consolidated statements of cash flows.

Prior to the loan being drawn, we present these fees within Other assets in our consolidated balance sheets.

Once the loan is drawn, such fees are classified as a discount to the related loan, or contra-liability account, within Current portion of long-term debt or long-term debt .

In March 2020, we increased the capacity of our $ 1.7 billion and $ 1.2 billion unsecured revolving credit facilities due in 2024 and 2022, by $ 200 million and $ 400 million, respectively, utilizing their respective accordion features.

As of December 31, 2020, our aggregate revolving borrowing capacity was $ 3.5 billion and was fully utilized through a combination of amounts drawn and letters of credit issued under the facilities.

Certain of our surety agreements with third party providers for the benefit of certain agencies and associations that provide travel related bonds allow the surety to request collateral in the form of cash or letters of credit.

As of December 31, 2020, we have posted collateral in the amount of approximately $ 91 million.

Certain of our surety agreements with third party providers for the benefit of certain

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agencies and associations that provide travel related bonds allow the surety to request collateral in the form of cash or letters of credit.

As of December 31, 2020, we posted collateral in the amount of approximately $ 91 million.

In March 2020, we took delivery of Celebrity Apex .

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This secured term loan would have matured 364 days after funding and could have been extended at our option for an additional 364 days subject to customary conditions, including the payment of a 1.00 % extension fee.

Interest accrued at

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LIBOR plus a margin of 2.25 % which would have increased to 2.50 % and 2.75 % at 180 days and 365 days, respectively, after funding.

Interest accrued at LIBOR plus a margin of 2.25 % which would have increased to 2.50 % and 2.75 % at 180 days and 365 days, respectively, after funding.

We would have also been required to pay a duration fee in an amount equal to 0.25 % of the aggregate loan principal amount every 60 days.

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We repaid the $ 2.35 billion, 364 -day senior secured term loan in its entirety with a portion of the proceeds of the Secured Notes.

$ 1.0 billion of the notes accrue interest at 10.875 % and mature in 2023 (the "2023 Secured Notes").

The remaining $ 2.32 billion of the Secured Notes accrue interest at 11.5 % and mature in 2025 (the "2025 Secured Notes").

$ 1.0 billion of the notes accrue interest at 10.875 % and mature in June of 2023 (the "2023 Secured Notes").

The remaining $ 2.32 billion of the Secured Notes accrue interest at 11.5 % and mature in June of 2025 (the "2025 Secured Notes").

The Secured Notes are fully and unconditionally guaranteed by Celebrity Cruises Holdings Inc., Celebrity Cruises Inc., and certain of our wholly-owned vessel-owning subsidiaries.

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In addition, we may redeem all, but not part, of the Secured Notes upon the occurrence of specified tax events set forth in the Secured Notes Indenture.

In June 2020, we issued $ 1.0 billion of senior unsecured notes which accrue interest at 9.125 % and mature in 2023.

In June 2020, we issued $ 1.0 billion of senior unsecured notes which accrue interest at 9.125 % and mature in June of 2023.

The notes are fully and unconditionally guaranteed by RCI Holdings LLC, which owns 100 % of the equity interests in certain of our wholly-owned vessel-owning subsidiaries.

In June 2020, we issued $ 1.15 billion of convertible notes which accrue interest at 4.25 % and mature in 2023.

The notes are convertible into our shares of common stock, cash, or a combination of common stock and cash, at our election.

In June 2020, RCL Cruises Ltd., our subsidiary that operates and manages our business in the United Kingdom, established a commercial paper facility for the purpose of issuing short-term, unsecured Sterling-denominated notes that are eligible for purchase under the Joint HM Treasury and Bank of England’s COVID Corporate Financing Facility commercial paper program in an aggregate principal amount up to £ 300.0 million.

The maturities of the commercial paper notes can vary by note, but cannot exceed 364 days from the date of issuance.

As of December 31, 2020, we had £ 300.0 million, or approximately $ 409.9 million, based on the exchange rate at December 31, 2020, of commercial paper notes outstanding under this program.

During the first quarter of 2021, we repaid in full the £ 300.0 million notes issued under the Joint HM Treasury and Bank of England’s COVID Corporate Financing Facility.

In June 2020, we issued $ 1.15 billion of convertible notes which accrue interest at 4.25 % and mature in June of 2023.

If note holders elect to convert, the notes will be converted into our shares of common stock, cash, or a combination of common stock and

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

cash, at our discretion.

The initial conversion rate per $1,000 principal amount of the convertible notes is 13.8672 shares of our common stock, which is equivalent to an initial conversion price of approximately $ 72.11 per share, subject to adjustment in certain circumstances.

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Holders of the convertible notes may require us, upon the occurrence of certain events that constitute a fundamental change under the indenture, to offer to repurchase the convertible notes at a repurchase price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We allocated $ 907.9 million of the convertible notes' proceeds, net of debt issue costs, to Long-term debt and $ 209.0 million to Paid-in-capital on our Consolidated Balance Sheet.

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Debt issuance costs attributable to debt will be amortized to interest expense over the term of the convertible notes.

In October 2020, we issued $ 575 million of senior convertible notes which accrue interest at 2.875 % and mature in 2023.

The notes are convertible into shares of our common stock, cash, or a combination of common stock and cash, at our election.

In October 2020, we issued $ 575 million of senior convertible notes which accrue interest at 2.875 % and mature in November of 2023.

If note holders elect to convert, the notes will be converted into our shares of common stock, cash, or a combination of common stock and cash, at our discretion.

The initial conversion rate per $1,000 principal amount of the convertible notes is 12.1212 shares of our common stock, which is equivalent to an initial conversion price of approximately $ 82.50 per share, subject to adjustment in certain circumstances.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We allocated $ 463.0 million of the convertible notes' proceeds, net of debt issue costs, to Long-term debt and $ 101.9 million to Paid-in-capital on our Consolidated Balance Sheet.

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The net carrying value of the liability component of the convertible notes was as follows:

(in thousands) As of December 31, 2020

(in thousands) As of December 31, 2021 As of December 31,2020

Principal $ 1,725,000 1,725,000

Unamortized debt discount and transaction costs 188,764 312,117

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$ 1,536,236 $ 1,412,883

The interest expense recognized related to the convertible notes was as follows:

(in thousands) As of December 31, 2020

(in thousands) As of December 31, 2021 As of December 31, 2020

Contractual interest expense $ 65,406 30,832

Amortization of debt discount and transaction costs 118,566 52,518

The maturities of the commercial paper notes can vary by note, but cannot exceed 364 days from the date of issuance.

As of December 31, 2020, we had £ 300.0 million, or approximately $ 409.9 million, based on the exchange rate at December 31, 2020, of commercial paper notes outstanding under this program.

In August 2020, we secured a binding commitment from Morgan Stanley Senior Funding Inc.

for a $ 700 million term loan facility.

We may draw on the facility at any time prior to August 12, 2021.

Once drawn, the loan will bear interest at LIBOR + 3.75 % and will mature 364 days from funding.

The facility will be guaranteed by RCI Holdings, LLC, our wholly owned subsidiary that owns the equity interests in subsidiaries that own seven of our vessels.

We have the ability to increase the capacity of the facility by an additional $ 300 million from time to time subject to the receipt of additional or increased commitments and the issuance of guarantees from additional subsidiaries.

$ 183,972 $ 83,350

In October 2020, we took delivery of Silver Moon .

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Interest on the loan currently accrues at LIBOR plus 2.00 %.

The financing to purchase Silver Moon is reflected in our Consolidated Balance Sheet for the year ended December 31, 2020.

During 2020, we amended certain export-credit backed ship debt facilities to benefit from a 12-month debt amortization deferral (the "Debt Deferral").

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The new amounts being deferred are scheduled to be repaid over a five year period starting in April 2022.

Except for the financings incurred to acquire Celebrity Flora, Azamara Pursuit and Silver Moon , all of our unsecured ship financing term loans are guaranteed by the export credit agency in the respective country in which the ship is constructed.

As of December 31, 2020, in consideration for these guarantees, depending on the financing arrangement, we pay to the applicable export credit agency (1) a fee of 2.97 % per annum based on the outstanding loan balance semi-annually over the term of the loan (subject to adjustments based upon our credit ratings) or (2) an upfront fee of 2.35 % to 2.37 % of the maximum loan amount.

We amortize the fees that are paid upfront over the life of the loan and those that are paid semi-annually over each respective payment period.

Prior to the loan being drawn, we present these fees within Other assets in our consolidated balance sheets.

Once the loan is drawn, such fees are classified as a discount to the related loan, or contra-liability account, within Current portion of debt or long-term debt .

In our consolidated statements of cash flows, we classify these fees within Amortization of debt issuance costs .

Both our export credit facilities and our non-export credit facilities totaling an outstanding principal amount of approximately $ 11.2 billion as of December 31, 2020 contain covenants that, among other things, require us to maintain financial ratios, including in certain cases, a fixed charge coverage ratio of at least 1.25 x and/or minimum shareholders' equity and limit our net debt-to-capital ratio.

During 2020, we amended all of our export credit facilities, all of our non-export credit facilities and certain of our credit card processing agreements which contain financial covenants, with the exception of a $ 130.0 million term loan due 2023, to

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

extend the financial covenant waiver through and including the fourth quarter of 2021.

The $ 130.0 million term loan, which remains subject to a covenant waiver through the end of the first quarter of 2021, is prepayable at any time without penalty.

In addition, pursuant to the amendments, we have modified the manner in which such covenants are calculated (temporarily in certain cases and permanently in others) as well as the levels at which our net debt to capitalization covenant will be tested during the period commencing immediately following the end of the waiver period and continuing through the end of 2023.

The amendments also increase the monthly-tested minimum liquidity covenant to $ 500 million for the duration of the waiver period (subject to reduction to $ 350 million if we raise at least $ 500 million of additional capital).

As of the date of these financial statements, we were in compliance with the applicable minimum liquidity covenant.

Pursuant to these amendments, the restrictions on paying cash dividends and effectuating share repurchases were extended through and including the third quarter of 2022.

During the first quarter of 2021, we also amended $ 6.2 billion of our export credit facilities to extend the waiver of the financial covenants through and including at least the end of the third quarter of 2022.

These amendments also allow for the deferral of up to $ 1.1 billion of principal payments due between April 2021 and April 2022 subject to the satisfaction of various conditions precedent.

As of February 19, 2021, the conditions precedent have been satisfied for 13 of the 15 amended facilities, which will allow us to defer $ 0.8 billion of amortization payments due during this period.

There can be no assurances that the conditions precedent will be met for the remaining two facilities.

The deferred amounts will be repayable semi-annually over a five-year period starting in April 2022.

Pursuant to these amendments, we have agreed to implement the same liquidity covenant that applies in our non-export credit facilities.

The amendments also provide for mandatory prepayment of the deferred amounts upon the taking of certain actions.

Subject to a number of carveouts, these include, but are not limited to, issuance of dividends, completion of share repurchases, issuances of debt other than for crisis and recovery purposes, the making of loans and the sale of assets other than at arm’s length

In the fourth quarter of 2020 and the first quarter of 2021, we entered into amendments to our drawn and undrawn ECA facilities to provide for the issuance of guarantees in satisfaction of existing obligations under these facilities.

For information related to the covenants in our Port of Miami Terminal "A" operating lease agreement, refer to Note 10 .

Under certain of our agreements, the contractual interest rate, facility fee and/or export credit agency fee vary with our debt rating.

On August 24, 2020, Moody’s downgraded our senior unsecured rating from Ba2 to B2, and on August 31, 2020, S&P Global downgraded our senior unsecured rating from BB to B+.

On February 25, 2021, S&P Global further downgraded our senior unsecured rating from B+ to B.

In April 2019, we amended our $ 1.4 billion unsecured revolving credit facility due in 2020 to extend the termination date through April 2024, increase the facility size to $ 1.7 billion and reduce pricing.

The interest rate and facility fee vary with our senior debt rating set at LIBOR plus 1.0 % per annum and 0.125 % per annum, respectively.

These amendments did not result in the extinguishment of debt.

In addition, in May 2019, we amended our $ 1.15 billion unsecured revolving credit facility due in 2022 to reduce pricing to match pricing on our $ 1.7 billion unsecured revolving credit facility due in 2024.

In April 2019, we entered into and drew in full on an unsecured three-year term loan agreement in the amount of $ 1.0 billion.

The loan accrues interest at a floating rate of LIBOR plus an applicable margin, which varies with our senior debt rating set at 1.075 % per annum.

Proceeds of this loan were used to repay the $ 700 million 364-day loan due July 2019 related to the acquisition of Silversea Cruises and the remaining balance of the unsecured term loan originally incurred in 2010 to purchase Allure of the Seas.

The repayment of these loans resulted in a total loss on the extinguishment of debt of $ 6.3 million, which was recognized within Other (expense) income within our consolidated statements of comprehensive income (loss) for the twelve months ended December 31, 2019.

In April 2019, we took delivery of Spectrum of the Seas .

To finance the purchase, we borrowed $ 908.0 million under a previously committed unsecured term loan which is 95 % guaranteed by Euler Hermes Aktiengesellschaft, the official export credit agency of Germany.

The loan amortizes semi-annually over 12 years and bears interest at a fixed rate of 3.45 % per

On February 25, 2021, S&P Global downgraded our senior unsecured rating from B+ to B, which had no financial impact, and downgraded our 10.875 % senior secured notes due 2023 and our 11.50 % senior secured notes due 2025 (collectively, "the "Secured Notes") and our Silversea Notes which were fully repaid in June 2021 with proceeds from the $ 650 million June Unsecured Notes, from BB to BB-.

This downgrade had no impact on the terms of the notes.

Following is a schedule of annual maturities on our total debt net of debt issuance costs and including finance leases, as of December 31, 2021 for each of the next five years (in thousands):

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In the second quarter of 2020 and the first quarter of 2021, we amended the agreement to defer the payment of all principal payments due between April 2020 and March 2022.

The deferred amounts will be repayable starting in 2022 over a five year period.

In May 2019, we took delivery of Celebrity Flora .

The purchase was financed through an unsecured term loan facility entered into in November 2017 in an amount up to € 80.0 million, or approximately $ 97.9 million based on the exchange rate at December 31, 2020.

As of December 31, 2020, we had fully drawn on this facility.

The loan is due and payable at maturity in November 2024.

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 was 1.195 % as of December 31, 2019.

In June 2018, we established a commercial paper program pursuant to which we may issue short-term unsecured notes from time to time in an aggregate amount of up to $ 1.2 billion, which was increased to $ 2.9 billion in August 2019.

The commercial paper issued is backstopped by our revolving credit facilities.

As of December 31, 2019 we had $ 1.4 billion of commercial paper notes outstanding with a weighted average interest rate of 2.19 % and a weighted average maturity of approximately 21 days.

We terminated this commercial paper program as of August 5, 2020.

Following is a schedule of annual maturities on our total debt net of debt issuance costs, and including finance leases and commercial paper, as of December 31, 2020 for each of the next five years (in thousands):

2022 $ 2,243,131

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We recognize lease expense for these leases on a straight-line basis over the lease term.

During the first quarter of 2020, we determined that the lease for Silver Explorer , operated by Silversea Cruises and previously classified as a finance lease, was an operating lease based on modification of the terms of the lease.

Our operating leases include Silver Explorer, operated by Silversea Cruises.

The operating lease for Silver Explorer will expire in 2023.

In June 2019, the Company entered into a new master lease agreement (“Master Lease”) with Miami-Dade County relating to the buildings and surrounding land located at its Miami headquarters, which are classified as finance leases in accordance with ASC 842.

Prior to entering into the Master Lease, the buildings were classified as operating lease assets.

The finance lease for the buildings and land will expire in 2072, which includes an initial 43 years lease term and two five-year options to extend the lease.

We consider the possibility of exercising the two five-year options reasonably certain.

For some of our real estate leases and berthing agreements, we do have the option to extend our current lease term.

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However, for certain real estate leases, we include them.

We have a residual value guarantee associated with our Port of Miami Terminal "A" operating lease agreement ("Port of Miami terminal lease") that approximates a percentage of the cost of the asset as of the inception of the lease.

We consider the possibility of incurring costs associated with the residual value guarantee to be remote.

Also in connection with the Port of Miami terminal lease, we are required to deliver on or before July 18, 2021, cash collateral in an amount equal to the lesser of our residual value guarantee or the aggregate balance of the lenders' terminal

construction debt, estimated at $ 181.1 million as of December 31, 2020.

The collateral is to be returned when all amounts due by us under the lease have been paid in full.

During the second quarter of 2020, we amended our Port of Miami terminal lease to increase the lien basket in line with our debt facilities.

We further amended this lease in the first quarter of 2021 to and obtain a financial covenant waiver through the third quarter of 2022.

This obligation is prepayable at any time without penalty.

As of December 31, 2020, we were in compliance with the amended covenants under the lease agreement.

In June of 2021, we exercised our option under our operating lease with SMBC Leasing and Finance, Inc (the "Lessor") to purchase Terminal A at PortMiami in July 2021 for the pre-agreed purchase price of $ 220.0 million.

Upon purchase of the terminal lease in July 2021, the underlying asset was recorded as a leasehold improvement within Property and equipment, net .

Our July 2021 purchase of the Port of Miami terminal eliminated the residual value guarantee and a requirement under the lease to post $ 181.1 million of cash collateral.

Additionally, we remeasured the ground lease related to the Terminal A lease based on a reassessed lease term resulting from our purchase option exercise.

We determined that the ground lease should remain as an operating lease with adjustments to the operating lease liability and the related right-of-use asset in our Consolidated Balance Sheet.

As most of our leases do not provide an implicit rate, we use our incremental borrowing rate in determining the present value of lease payments.

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Treasury note rates corresponding to lease terms increased by the Company’s credit risk spread and reduced by the estimated impact of collateral.

We used the incremental borrowing rate as of the adoption date for operating leases that commenced prior to that date.

In addition, we have lease agreements with lease and non-lease components, which are generally accounted for separately.

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Finance Leases

Silversea Cruises operates the Silver Whisper , under a finance lease.

The finance lease for the Silver Whisper will expire in 2022, subject to an option to purchase the ship.

The total aggregate amount of the finance lease liabilities recorded for this ship was $ 31.5 million and $ 55.6 million at December 31, 2020 and December 31, 2019, respectively.

Silversea Cruises operates the Silver Dawn under a finance lease.

We received delivery of the Silver Dawn in November of 2021 under a sale-leaseback agreement with a bargain purchase option at the end of the 15 year lease term.

Due to the bargain purchase option at the end of the lease term, whereby Silversea Cruises is reasonably certain of obtaining ownership of the ship, Silver Dawn is accounted for as a finance lease.

The lease includes other purchase options beginning in year three, none of which are reasonably certain of being exercised at this time.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The carrying amount of the ship is reported within Property and Equipment, net in our Consolidated Balance Sheet as of December 31, 2021.

The ship has a useful life and residual value of 30 years and 15 %, respectively.

The total aggregate amount of finance lease liabilities recorded for this ship are $ 283.7 million and are reflected in Current portion of long-term debt and Long-term debt in our Consolidated Balance Sheet as of December 31, 2021.

Silversea Cruises operates Silver Whisper under a finance lease.

In May 2021, the finance lease for the Silver Whisper expiring in 2022 was amended to extend its expiration by 12 months and will now expire in 2023, subject to an option to purchase the ship.

Additionally, certain scheduled payments have been deferred and are reflected in Long-term debt in our Consolidated Balance Sheet as of December 31, 2021.

The total aggregate amount of finance lease liabilities recorded for this ship was $ 24.1 million and $ 31.5 million at December 31, 2021 and December 31, 2020, respectively.

The lease payments on the Silver Whisper are subject to adjustments based on the LIBOR rate.

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The components of lease expense were as follows (in thousands):

Consolidated Statement of Comprehensive Income (Loss) Classification Year ended December 31, 2020 Year ended December 31, 2019

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Consolidated Statement of Comprehensive Income (Loss) Classification Year ended December 31, 2021 Year ended December 31, 2020 Year ended December 31, 2019

Operating lease costs Commission, transportation and other $ 18,860 $ 38,349 $ 76,226

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In addition, certain of our berth agreements include variable lease costs based on the number of passengers berthed.

During the twelve months ended December 31, 2020, we had $ 24.3 million of variable lease costs recorded within Commission, transportation and other in our consolidated statement of comprehensive income (loss).

During the twelve months ended December 31, 2021, we had no variable lease costs recorded within Commission, transportation and other in our consolidated statement of comprehensive income (loss).

Weighted average of the remaining lease terms and weighted average discount rates are as follows:

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Supplemental cash flow information related to leases is as follows (in thousands):

Year ended December 31, 2020 Year ended December 31, 2019

Year ended December 31, 2021 Year ended December 31, 2020 Year ended December 31, 2019

Cash paid for amounts included in the measurement of lease liabilities:

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Financing cash flows from finance leases $ 23,522 $ 19,778 $ 32,090

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of December 31, 2021, maturities related to lease liabilities were as follows (in thousands):

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Operating lease payments do not include any costs related to options to extend lease terms as none are reasonably certain of being exercised.

Under ASC 840, Leases, future minimum lease payments under noncancelable operating leases, primarily for offices, warehouses and motor vehicles, as of December 31, 2018 were as follows (in thousands):

2019 $ 67,682

Thereafter 383,974

Total expense for operating leases, primarily for offices, warehouses and motor vehicles amounted to $ 32.2 million for the year ended December 31, 2018.

In July 2016, we executed an agreement with Miami Dade County (“MDC”), which was simultaneously assigned to Sumitomo Banking Corporation (“SMBC”), to lease land from MDC and construct a new cruise terminal of approximately 170,000 square feet at PortMiami in Miami, Florida, which was completed during the fourth quarter of 2018 and serves as a homeport.

During the construction period, SMBC funded the costs of the terminal’s construction and land lease.

Once the terminal was substantially completed, we commenced operating and leasing the terminal from SMBC for a five-year term.

We determined that the lease arrangement between SMBC and us should be accounted for as an operating lease.

Right-of-use assets impairments

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We evaluated these assets pursuant to our long-lived asset impairment test, resulting in an impairment charge of $ 65.9 million to write down these assets to their estimated fair values during the year ended December 31, 2020.

Redeemable Noncontrolling Interest

In connection with the 2018 Silversea Cruises acquisition, we recorded redeemable noncontrolling interest due to the put options held by the noncontrolling interest shareholder.

At the date of the 2018 acquisition, the estimated fair value of the noncontrolling interest was based on 33.3 % of Silversea Cruises' equity value, which was determined based on the transaction price paid for 66.7 % of Silversea Cruises in the 2018 acquisition.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On July 9, 2020, we acquired the remaining 33.3 % noncontrolling interest in Silversea Cruises from Heritage in exchange for 5.2 million shares of common stock, par value $ 0.01 per share, of Royal Caribbean Cruises Ltd.

The purchase of the noncontrolling interest was accounted for as an equity transaction during the quarter ended September 30, 2020 and no gain or loss was recognized in earnings.

The carrying amount of the noncontrolling interest was adjusted to zero and the difference between the carrying amount of the noncontrolling interest and the fair value of the consideration paid was recognized as additional paid in capital.

The noncontrolling interest's share in the net earnings (loss) and contractual accretion requirements associated with the put options, for periods prior to our acquisition of the noncontrolling interest, are included in Net income attributable to noncontrolling interest in our consolidated statements of comprehensive income (loss).

As of December 31, 2019, the noncontrolling interest shareholder's interest is presented as Redeemable noncontrolling interest and is classified outside of shareholders' equity in our consolidated balance sheets.

The following table presents changes in the redeemable noncontrolling interest as of December 31, 2020 (in thousands):

Balance as of January 1, 2019 $ 542,020

Net income attributable to noncontrolling interest, including the contractual accretion of the put options 28,713

Distribution to noncontrolling interest ( 752 )

Balance at December 31, 2019 $ 569,981

Net income attributable to noncontrolling interest, including the contractual accretion of the put options 22,332

Acquisition of noncontrolling interest ( 592,313 )

Balance at December 31, 2020 $ —

For the year ended December 31, 2021, there were no impairments to right-of-use assets.

Shareholders' Equity

Common Stock Issued

During March 2021, we issued 16.9 million shares of common stock, par value $ 0.01 per share, at a price of $ 91.00 per share.

We received net proceeds of $ 1.5 billion from the sale of our common stock, after deducting the estimated offering expenses payable by us.

During October 2020, we issued 9.6 million shares of common stock, par value $ 0.01 per share, at a price of $ 60.00 per share.

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During the first quarter of 2020 we declared a cash dividend on our common stock of $ 0.78 per share which was paid in the second quarter of 2020.

During the first quarter of 2020, we also paid a cash dividend on our common stock of $ 0.78 per share, which was declared during the fourth quarter of 2019.

During the second quarter of 2020, we agreed with certain of our lenders not to pay dividends or engage in common stock repurchases for so long as our debt covenant waivers are in effect.

In addition, in the event we declare a dividend or engage in share repurchases, we will need to repay the amounts deferred under our export credit facilities as part of the Debt Deferral.

Accordingly, we did not declare a dividend during the second, third, and fourth quarters of 2020.

In addition, in the event we declare a dividend or engage in share repurchases, we will need to repay the amounts deferred under our export credit facilities.

Accordingly, we did not declare a dividend from the second quarter of 2020.

Pursuant to amendments made to these agreements during the first quarter of 2021, the restrictions on paying cash dividends and effectuating share repurchases were extended through and including the third quarter of 2022.

During the fourth and third quarters of 2019, we declared a cash dividend on our common stock of $ 0.78 per share which was paid in the first quarter of 2020 and fourth quarter of 2019, respectively.

During the first and second quarters of 2019, we declared a cash dividend on our common stock of $ 0.70 per share which was paid in the second and third quarters of 2019, respectively.

Common Stock Repurchase Program

During the quarter ended on June 30, 2020, the 24 -month common stock repurchase program authorized by our board of directors on May 9, 2018 had expired.

In connection with our debt covenant waivers, we agreed with our lenders not to engage

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

in stock repurchases for so long as our debt covenant waivers are in effect.

During the quarter ended on June 30, 2020, the 24 -month common stock repurchase program authorized by our board of directors on May 9, 2018 had expired.

In connection with our debt covenant waivers, we agreed with our lenders not to engage in stock repurchases for so long as our debt covenant waivers are in effect.

Effective in the first quarter of 2021, the agreement with our lenders to suspend stock repurchases is extended through the third quarter of 2022.

During the year ended December 31, 2019, we repurchased 0.9 million shares of our common stock under this program, for a total of $ 99.6 million, in open market transactions that were recorded within Treasury stock in our consolidated balance sheets.

Stock-Based Employee Compensation

We currently have awards outstanding under one stock-based compensation plan, our 2008 Equity Plan, which provides for awards to our officers, directors and key employees.

The plan consists of a 2008 Equity Plan, as amended, provides for the issuance of up to 14,000,000 shares of our common stock pursuant to grants of (i) incentive and non-qualified stock options, (ii) stock appreciation rights, (iii) stock awards (including time-based and/or performance-based stock awards) and (iv) restricted stock units (including time-based and performance-based restricted stock units).

The 2008 Equity Plan, as amended, provides for the issuance of up to 14,000,000 shares of our common stock pursuant to grants of (i) incentive and non-qualified stock options, (ii) stock appreciation rights, (iii) stock awards (including time-based and/or performance-based stock awards) and (iv) restricted stock units (including time-based and performance-based restricted stock units).

During any calendar year, no one individual (other than non-employee members of our board of directors) may be granted awards of more than 500,000 shares and no non-employee member of our board of directors may be granted awards with a value in excess of $ 500,000 at the grant date.

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In 2021, we issued a target number of 296,798 performance share units, which will vest approximately three years following the award issue date.

The performance payout of these grants will be based on return on our invested capital ("ROIC") and earnings per share ("EPS") for the year ended December 31, 2022, as may be adjusted by the Talent and Compensation Committee of our board of directors in early 2023 for events that are outside of management's control.

The performance payout of these grants will be based on return on the Company's invested capital ("ROIC"), earnings per share ("EPS") and leverage for the year ended December 31, 2023, as may be adjusted by the Talent and Compensation Committee of our board of directors in early 2024 for events that are outside of management's control.

Beginning in 2016, our senior officers meeting certain minimum age and service criteria receive their long-term incentive awards through a combination of restricted stock awards and restricted stock units.

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grantees will only retain those shares earned as the result of the Company achieving the performance goals during the measurement period.

The performance payout of the 2020 awards will be based on ROIC and EPS for the year ended December 31, 2022, as may be adjusted by the Talent and Compensation Committee of our board of directors in early 2023 for events that are outside of management's control.

The performance payout of the 2021 awards will be based on the Company's ROIC, EPS and leverage for the year ended December 31, 2023, as may be adjusted by the Talent and Compensation Committee of our board of directors in early 2024 for events that are outside of management's control.

On January 24, 2018, the Company issued a one-time bonus award for all non-officer employees.

These awards vest, in equal installments, over the 3 years following the award issue date.

These awards vested, in equal installments, over the 3 years following the award issue date.

For shoreside eligible employees, awards were issued as equity-settled restricted stock units.

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As of December 31, 2021, there was no unrecognized compensation cost, net of estimated forfeitures, related to stock options granted under our stock incentive plan.

Additionally, there were no stock options outstanding as of December 31, 2021.

Restricted stock units are converted into shares of common stock upon vesting or, if applicable, are settled on a one -for-one basis.

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As of December 31, 2021, we had $ 42.3 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 1.16 years.

Performance share units 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.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

Performance share units 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.

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Vested ( 60,011 ) $ 129.23

Canceled ( 69,205 ) $ 123.33

Non-vested share units as of December 31, 2021 797,212 $ 101.25

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Diluted (loss) earnings per share $ ( 20.89 ) $ ( 27.05 ) $ 8.95

There were approximately 282,118 antidilutive shares for the year ended December 31, 2020, compared to no antidilutive shares for the years ended December 31, 2019 and 2018.

Since the Company expects to settle in cash the principal outstanding under our convertible notes that mature in 2023, we currently use the treasury stock method when calculating their potential dilutive effect, if any.

While no shares of the convertible notes are currently convertible, they would be anti-dilutive for the year ended December 31, 2020.

There were approximately 504,250 and 282,118 antidilutive shares for the years ended December 31, 2021 and 2020, respectively.

There were no antidilutive shares for the year ended December 31, 2019.

While the criteria for conversion of our convertible notes has not been met, the shares that would be issued upon conversion of the notes would be antidilutive for the year ended December 31, 2021.

Retirement Plan

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Effective January 1, 2016, we commenced annual, non-elective contributions to the plan on behalf of all eligible participants equal to 3 % of participants' eligible earnings.

Remaining annual contributions to the plan are discretionary and are based on fixed percentages of participants' salaries and years of service, not to exceed certain maximums.

Additional annual contributions to the plan are discretionary and are based on fixed percentages of participants' salaries and years of service, not to exceed certain maximums.

Contribution expenses were $ 17.9 million, $ 18.4 million and $ 21.2 million for the years ended December 31, 2021, 2020 and 2019, respectively.

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For the year ended December 31, 2021, we had an income tax benefit of approximately $ 45.2 million primarily driven by items not qualifying under Section 883.

For the years ended December 31, 2019 and 2018, income tax expense was $ 32.6 million and $ 20.9 million, respectively, for items not qualifying under Section 883, tonnage tax and income taxes for the remainder of our subsidiaries.

For the year ended December 31, 2020 we had an income tax benefit of approximately $ 15.0 million and for year ended December 31, 2019 income tax expense was $ 32.6 million, for items not qualifying under Section 883, tonnage tax and income taxes for the remainder of our subsidiaries.

Income taxes are recorded within Other income (expense) .

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Accumulated comprehensive loss at December 31, 2021 $ ( 646,473 ) $ ( 56,835 ) $ ( 7,577 ) $ ( 710,885 )

The following table presents reclassifications out of accumulated other comprehensive loss for the years ended December 31, 2021, 2020 and 2019 (in thousands):

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents reclassifications out of accumulated other comprehensive loss for the years ended December 31, 2020, 2019 and 2018 (in thousands):

Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into (Loss) Income

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Actuarial loss ( 3,917 ) ( 2,067 ) ( 779 ) Payroll and related

Prior service costs — — — Payroll and related

( 3,917 ) ( 2,067 ) ( 779 )

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Total reclassifications for the period $ ( 24,630 ) $ ( 150,230 ) $ 4,426

During the year ended December 31, 2020, a $ 69.0 million net loss was recorded within Other expense in our consolidated statements of comprehensive (loss) income.

The amount was recognized in earnings in connection with the Pullmantur reorganization, as we no longer have significant involvement in the Pullmantur operations and these amounts were previously deferred in Accumulated other comprehensive loss .

The net loss consisted of a $ 92.6 million loss resulting from the recognition of a currency translation adjustment, partially offset by the recognition of a deferred $ 23.6 million foreign exchange gain related to the Pullmantur net investment hedge.

Of the $ 69.0 million loss, $ 34.3 million and $ 34.7 million was released from Accumulated other comprehensive los s during the quarters ended June 30, 2020 and September 30, 2020, respectively.

During the year ended December 31, 2020, a $ 69.0 million net loss was recorded within Other expense in our consolidated statements of comprehensive (loss) income, consisting of a $ 92.6 million loss resulting from the recognition of a currency translation adjustment, partially offset by the recognition of a deferred $ 23.6 million foreign exchange gain related to the Pullmantur net investment hedge.

In connection with the Pullmantur reorganization in 2020, we no longer have significant involvement in the Pullmantur operations and these amounts previously deferred in Accumulated other comprehensive loss were recognized in earnings.

ROYAL CARIBBEAN CRUISES LTD.

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(4) Consists of cash and marketable securities with original maturities of less than 90 days.

(5) Consists of unsecured revolving credit facilities, senior notes, senior debentures, term loans and convertible notes.

These amounts do not include our capital lease obligations or commercial paper.

(5) Consists of unsecured revolving credit facilities, senior notes, term loans and convertible notes.

These amounts do not include our finance lease obligations or commercial paper.

Other Financial Instruments

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$ 200,541 $ — $ 200,541 $ — $ 259,705 $ — $ 259,705 $ —

Contingent consideration (6)

— — — — 62,400 — — 62,400

Total Liabilities $ 200,541 $ — $ 200,541 $ — $ 259,705 $ — $ 259,705 $ —

___________________________________________________________________

(1) Inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access.

Valuation of these items does not entail a significant amount of judgment.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(1) Inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access.

Valuation of these items does not entail a significant amount of judgment.

(2) Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

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(3) Inputs that are unobservable.

No Level 3 inputs were used in fair value measurements of Other financial instruments as of December 31, 2021 and December 31, 2020

(4) Consists of foreign currency forward contracts, interest rate swaps and fuel swaps.

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Refer to the "Fair Value of Derivative Instruments" table for breakdown by instrument type.

(6) Any obligation under the contingent consideration related to the 2018 Silversea Cruises acquisition was terminated during the quarter ended September 30, 2020 as a result of our purchase of the remaining 33.3 % non-controlling interest in Silversea Cruises.

In prior periods, the contingent consideration was estimated by applying a Monte-Carlo simulation method using our closing stock price along with significant inputs not observable in the market, including the probability of achieving the milestones and estimated future operating results.

The Monte-Carlo simulation is a generally accepted statistical technique used to generate a defined number of valuation paths in order to develop a reasonable estimate of fair value.

Refer to Note 1 .

General, Note 3.

Business Combination, and Note 11 .

Redeemable Noncontrolling Interest for further information on the Silversea Cruises acquisitions.

For the twelve months ended December 31, 2020, we recorded income for the change in fair value of the contingent consideration of $ 45.1 million within Other (expense) income in our consolidated statements of comprehensive income (loss).

The reported fair values are based on a variety of factors and assumptions.

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Nonfinancial Instruments Recorded at Fair Value on a Nonrecurring Basis

The following table presents information about the Company’s nonfinancial instruments recorded at fair value on a nonrecurring basis (in thousands):

Fair Value Measurement at December 31, 2020 Using

The following tables presents information about the Company’s nonfinancial instruments recorded at fair value on a nonrecurring basis (in thousands):

Fair Value Measurements at December 31, 2021

Description Total Carrying Amount Total Fair Value Level 3 Total Impairment for the year ended December 31, 2021 (1)

Long-lived assets — — — 55,213

Total — — — 55,213

(1) Amount is primarily composed of construction in progress assets that were impaired during the year ended 2021 due to a reduction in scope or the decision to not complete the projects.

The impairments were calculated based on orderly liquidation values.

The fair value of these assets was estimated as of the date the assets were last impaired.

Fair Value Measurement at December 31, 2020

Description Total Carrying Amount Total Fair Value Level 3 Total Impairment for the year ended December 31, 2020

Silversea Goodwill(1) 508,578 508,578 508,578 576,208

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___________________________________________________________________________________________________

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(1) We estimated the fair value of the Silversea Cruises reporting unit using a probability-weighted discounted cash flow model in combination with a market-based valuation approach.

The principal assumptions used in the discounted cash flow model were (i) the timing of our return to service, changes in market conditions and port or other restrictions;

(ii) forecasted net revenues, primarily the timing of returning to normalized operations, occupancy rates from existing and expected ship deliveries, including options, and terminal growth rate;

and (iii) weighted average cost of capital (i.e., discount rate).

The discounted cash flow model used our 2020 projected operating results as a base.

The principal assumptions used in the discounted cash flow model were (i) forecasted net revenues, primarily the timing of returning to normalized operations, occupancy rates from existing and expected ship deliveries, and terminal growth rate;

and (ii) weighted average cost of capital (i.e., discount rate).

The probability-weighted discounted cash flow model used our most current projected operating results for the upcoming fiscal year as a base.

To that base we added future years’ cash flows through 2030 assuming multiple revenue and expense scenarios that reflect the impact of different global economic environments for this period on the Silversea Cruises' reporting unit.

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The fair value of Silversea Cruises’ goodwill was estimated as of March 31, 2020, the date the asset was last impaired.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(2) Amount represents the Silversea Cruises trade name which makes up the majority of our indefinite-life intangible assets, totaling $ 321.5 million.

We estimated the fair value of our the Silversea Cruises trade name using a discounted cash flow model and the relief-from-roy alty method and used a discount ra te of 13.25 %.

We estimated the fair value of the Silversea Cruises trade name using a discounted cash flow model and the relief-from-roy alty method and used a discount ra te of 13.25 %.

S ignificant inputs in performing the fair value assessment for the trade name were (i) forecasted net revenues, primarily the timing of returning to normalized operations, occupancy rates from existing and expected ship deliveries, including options, and terminal growth rate;

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(3) Impairments primarily relate to certain vessels during 2020.

In addition, certain construction in progress projects generated impairments during the quarter ended September 30, 2020 and quarter ended December 31, 2020.

In addition, certain construction in progress projects generated impairments during 2020.

For the vessels impaired during the quarter ended March 31, 2020, we estimated the fair value of two of our vessels using a blended indication from the income and cost approaches and the fair value of the remaining vessels was estimated primarily based on their orderly liquidation values.

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The impairment was calculated based on orderly liquidation values.

The fair value of these assets were estimated as of the date the asset was last impaired.

The fair value of these assets was estimated as of the date the asset was last impaired.

(4) Impairments to our right-of-use assets relate to certain of our berthing arrangements and a ship operating lease.

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See Credit Related Contingent Features for further discussion on contingent collateral requirements for our derivative instruments.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents information about the Company’s offsetting of financial assets under master netting agreements with derivative counterparties (in thousands):

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Total $ 69,808 $ ( 67,995 ) $ — $ 1,813 $ 108,539 $ ( 80,743 ) $ — $ 27,796

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents information about the Company’s offsetting of financial liabilities under master netting agreements with derivative counterparties (in thousands):

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We achieve this by closely matching the notional amount, term and conditions of the derivative instrument with the underlying risk being hedged.

Although certain of our derivative financial instruments do not qualify or are not accounted for under hedge accounting, our objective is not to hold or issue derivative financial instruments for trading or other speculative purposes.

Although certain of our derivative

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

financial instruments do not qualify or are not accounted for under hedge accounting, our objective is not to hold or issue derivative financial instruments for trading or other speculative purposes.

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.

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Gains and losses on derivatives that are designated as cash flow hedges are recorded as a component of Accumulated other comprehensive loss until the underlying hedged transactions are recognized in earnings.

The foreign currency transaction gain or loss of our non-derivative financial instruments and the changes in the fair value of derivatives designated as hedges of our net investment in foreign operations and investments are recognized as a component of Accumulated other comprehensive loss along with the associated foreign currency translation adjustment of the foreign operation or investment, with the amortization of excluded components affecting earnings.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In certain hedges of our net investment in foreign operations and investments, we exclude forward points from the assessment of hedge effectiveness and we amortize the related amounts directly into earnings.

On an ongoing basis, we assess whether derivatives used in hedging transactions are "highly effective" in offsetting changes in the fair value or cash flow of hedged items.

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LIBOR plus All-in Swap Floating Rate as of December 31, 2021

Oasis of the Seas term loan

$ 35,000 October 2021 5.41 % 3.87 % 4.12 %

Unsecured senior notes 650,000 November 2022 5.25 % 3.63 % 3.79 %

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

These interest rate swap agreements are accounted for as fair value hedges.

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___________________________________________________________________

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(1) Interest rate swap agreements hedging the Euro-denominated term loan for Harmony of the Seas include EURIBOR zero-floors matching the hedged debt EURIBOR zero-floor.

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The effective dates of the $ 421.7 million and $ 191.7 million interest rate swap agreements are October 2020 and October 2022, respectively.

The anticipated unsecured term loan for the financing of Odyssey of the Seas was initially expected to be drawn in October 2020.

However, due to the impact of COVID-19 to shipyard operations, there is a delay in the ship delivery.

The unsecured term loan for the financing of Odyssey of the Seas was drawn on March 2021.

These interest rate swap agreements are accounted for as cash flow hedges.

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As of December 31, 2021, the aggregate cost of our ships on order, was $ 12.4 billion, of which we had deposited $ 800.2 million as of such date.

These amounts do not include any ships placed on order that are contingent upon completion of conditions precedent and/or financing, any ships on order by our Partner Brands and any ships on order placed by Silversea Cruises during the reporting lag period.

These amounts do not include any ships placed on order that are contingent upon completion of conditions precedent and/or financing, any ships on order by our Partner Brands.

Refer to Note 17.

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We consider our investments in our foreign operations to be denominated in relatively stable currencies and of a long-term nature.

As of December 31, 2020, we maintained foreign currency forward contracts and designated them as hedges of a portion of our net investments primarily in TUI Cruises of € 245.0 million, or approximately $ 299.7 million based on the exchange rate at December 31, 2020.

These forward currency contracts mature in October 2021.

As of December 31, 2021, we maintained a foreign currency forward contract and designated it as a hedge of a portion of our

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

net investments in TUI Cruises of € 245.0 million, or approximately $ 278.6 million based on the exchange rate at December 31, 2021.

This forward currency contract matures in April 2022.

The notional amount of outstanding foreign exchange contracts, excluding the forward contracts entered into to minimize remeasurement volatility, as of December 31, 2021 and 2020 was $ 3.4 billion and $ 3.1 billion, respectively.

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In the case that our hedged forecasted fuel consumption is not probable of occurring, hedge accounting will be discontinued and the related accumulated other comprehensive gain or loss will be reclassified to Other income (expense) immediately.

For hedged forecasted fuel consumption that remains possible of occurring, hedge accounting will be discontinued and the related accumulated other comprehensive gain or loss will

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

remain in accumulated other comprehensive gain or loss until the underlying hedged transactions are recognized in earnings or the related hedged forecasted fuel consumption is deemed probable of not occurring.

The current suspension of our cruise operations due to the COVID-19 pandemic and our 2020 and expected 2021 ship disposals resulted in reductions to our forecasted fuel purchases.

As of December 31, 2020, we discontinued cash flow hedge accounting on 0.6 million metric tons of our fuel swap agreements maturing in 2020 and 2021, which resulted in the reclassification of a net $ 104.4 million loss from Accumulated other comprehensive loss to Other expense during the year ended December 31, 2020.

Changes in the fair value of fuel swaps for which cash flow hedge accounting was discontinued are currently recognized in Other expense each reporting period.

For hedged forecasted fuel consumption that remains possible of occurring, hedge accounting will be discontinued and the related accumulated other comprehensive gain or loss will remain in accumulated other comprehensive gain or loss until the underlying hedged transactions are recognized in earnings or the related hedged forecasted fuel consumption is deemed probable of not occurring.

The prior suspension of our cruise operations due to the COVID-19 pandemic and our gradual resumption of cruise operations has resulted in reductions to our forecasted fuel purchases.

During the year ended December 31, 2021, we discontinued cash flow hedge accounting on 0.2 million metric tons of our fuel swap agreements maturing in 2021 and 2022, which resulted in the reclassification of a net $ 0.7 million loss from Accumulated other comprehensive loss to Other income (expense) .

During the year ended December 31, 2020, we discontinued cash flow hedge accounting on 0.6 million metric tons of our fuel swap agreements maturing in 2020 and 2021, which resulted in the reclassification of a net $ 104.4 million loss from Accumulated other comprehensive loss to Other income (expense) .

Changes in the fair value of fuel swaps for which cash flow hedge accounting was discontinued are currently recognized in Other income (expense) each reporting period through the maturity dates of the fuel swaps.

Future s uspension of our operations or modifications to our itineraries may affect our expected forecasted fuel purchases which could result in further discontinuance of fuel swap cash flow hedge accounting and the reclassification of deferred gains or losses from Accumulated other comprehensive loss into earnings .

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2023 249,050 82,400

2023 82,400 82,400

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Fuel Swap Agreements

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231,900 14,650

2022 14,650 —

At December 31, 2020 there was $ 13.1 million of estimated unrealized net loss associated with our cash flow hedges pertaining to fuel swap agreements to be reclassified to earnings from Accumulated other comprehensive loss within the next twelve months when compared to none at December 31, 2019.

(1) As of December 31, 2021, 115,950 metric tons relate to fuel swap agreements with discontinued hedge accounting, in which we effectively pay fixed prices for our fuel purchases and receive floating prices from the counterparty.

The remaining 115,950 tons relate to fuel swap agreements that were not designated as hedges since inception, in which we effectively pay floating prices for our fuel purchases and receive fixed prices from the counterparty.

At December 31, 2021 there was $ 23.8 million of estimated unrealized net gain associated with our cash flow hedges pertaining to fuel swap agreements to be reclassified to earnings from Accumulated other comprehensive loss within the next twelve months when compared to $ 13.1 million of estimated unrealized net loss at December 31, 2020.

Reclassification is expected to occur as the result of fuel consumption associated with our hedged forecasted fuel purchases.

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Foreign currency forward contracts — — — Other income (expense) ( 2,797 ) ( 7,315 ) ( 5,080 )

Foreign currency forward contracts — — — Other indirect operating expenses — — —

Foreign currency collar options — — — Depreciation and amortization expenses — — —

Fuel swaps — — — Other income (expense) ( 409 ) 3,549 ( 1,292 )

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As of December 31, 2021, our senior unsecured debt credit rating was B by Standard & Poor's and B2 by Moody's.

As of December 31, 2020, seven of our interest rate derivative hedges had a term of at least five years requiring us to post collateral of $ 57.3 million to satisfy our obligations under our interest rate derivative agreements, taking into account collateral waivers issued by certain banks.

On February 25, 2021, Standard & Poor's further downgraded our senior unsecured debt credit rating from B+ to B.

We believe the maximum additional collateral we may need to provide under these agreements in the next twelve months is approximately $ 33.3 million.

As of December 31, 2021, six of our interest rate derivative hedges had a term of at least five years requiring us to post collateral of $ 44.4 million to satisfy our obligations under our interest rate derivative agreements, taking into account collateral waivers issued by certain banks.

We expect that we will not need to provide additional collateral under these agreements in the next twelve months.

ROYAL CARIBBEAN CRUISES LTD.

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Our future capital commitments consist primarily of new ship orders.

As of December 31, 2020, we had one Quantum-class ship, two Oasis-class ships and three ships of a new generation, known as our Icon-class, on order for our Royal Caribbean International brand with an aggregate capacity of approximately 32,400 berths.

As of December 31, 2021, we had two Oasis-class ships and three ships of a new generation, known as our Icon-class, on order for our Royal Caribbean International brand with an aggregate capacity of approximately 28,200 berths.

As of December 31, 2021, we had two Edge-class ships on order for our Celebrity brand with an aggregate capacity of approximately 6,500 berths.

Additionally as of December 31, 2020, we had three ships on order with an aggregate capacity of approximately 1,750 berths for our Silversea Cruises brand.

Additionally as of December 31, 2021, we had two ships on order with an aggregate capacity of approximately 1,460 berths for our Silversea Cruises brand.

The following provides further information on recent developments with respect to our ship orders.

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The loans will amortize semi-annually and will mature 12 years following delivery of each ship.

Interest on the loans will accrue at a fixed rate of 1.28 % for the third Edge-class ship and at a fixed rate of 3.18 % for both, the fourth Edge-class ship and

Interest on the loans will

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

the fifth Oasis-class ship.

accrue at a fixed rate of 1.28 % for the third Edge-class ship and at a fixed rate of 3.18 % for both, the fourth Edge-class ship and the fifth Oasis-class ship.

The third and fourth Edge-class ships, each of which will have a capacity of approximately 3,250 berths.

The fifth Oasis-class ship will have a capacity of approximately 5,700 berths.

During 2015, we entered into a credit agreement for the unsecured financing of Odyssey of the Seas for up to 80 % of the ship’s contract price, through a facility to be guaranteed 95 % by Euler Hermes, official export credit agency of Germany.

Hermes has agreed to guarantee to the lender payment of 95 % of the financing.

The ship will have a capacity of approximately 4,200 berths.

This credit agreement makes available to us an unsecured term loan in an amount up to the United States dollar equivalent of € 777.5 million, or approximately $ 951.2 million, based on the exchange rate at December 31, 2020.

The loan will amortize semi-annually and will mature 12 years following delivery of the ship.

At our election, prior to delivery of the ship, interest on the loans will accrue either (1) at a fixed rate of 3.45 % (inclusive of the applicable margin) or (2) at a floating rate equal to LIBOR plus 0.95 %.

Our future capital commitments consist primarily of new ship orders.

As of December 31, 2020, our Global and Partner Brands have the following ships on order.

COVID-19 has impacted shipyard operations which have and may continue to result in delays of our previously contracted ship deliveries.

As of December 31, 2020, the expected dates that the ships on order are expected to be delivered, subject to change in the event of construction delays, and their approximate berths are as follows:

As of December 31, 2021, the dates that ships on order by our Global and Partner Brands are expected to be delivered, subject to change in the event of construction delays, and their approximate berths are as follows:

Ship Shipyard Expected to be delivered Approximate

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Unnamed Chantiers de l’Atlantique 2nd Quarter 2024 5,700

Quantum-class:

Odyssey of the Seas Meyer Werft 1st Quarter 2021 4,200

Unnamed Meyer Turku Oy 3rd Quarter 2023 5,600

Icon of the Seas Meyer Turku Oy 3rd Quarter 2023 5,600

Unnamed Meyer Turku Oy 2nd Quarter 2025 5,600

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Celebrity Beyond Chantiers de l’Atlantique 2nd Quarter 2022 3,250

Unnamed Chantiers de l’Atlantique 4th Quarter 2023 3,250

Celebrity Ascent Chantiers de l’Atlantique 4th Quarter 2023 3,250

Silversea Cruises —

Silver Dawn Fincantieri 4th Quarter 2021 550

Evolution-class:

Unnamed Meyer Werft 1st Quarter 2022 600

Unnamed Meyer Werft 1st Quarter 2023 600

Silver Nova Meyer Werft 2nd Quarter 2023 730

Unnamed Meyer Werft 2nd Quarter 2024 730

TUI Cruises (50% joint venture) —

Mein Schiff 7 Meyer Turku Oy 2nd Quarter 2024 2,900

Unnamed Fincantieri 3rd Quarter 2024 4,100

Unnamed Fincantieri 1st Quarter 2026 4,100

Hapag-Lloyd Cruises (50% joint venture) —

Hanseatic Spirit Vard Fincantieri

2nd Quarter 2021 230

Unnamed Fincantieri 4th Quarter 2024 4,100

Unnamed Fincantieri 2nd Quarter 2026 4,100

Total Berths 47,260

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(1) The revenue impact from Silversea Cruises' new ships will be recognized on a three month reporting lag from when the ships enter service.

Refer to Note 1 .

General for further information.

We took delivery of Wonder of the Seas in January of 2022.

In addition, as of December 31, 2021, we have an agreement in place with Chantiers de l’Atlantique to build an additional Edge-class ship for delivery in 2025, which is contingent upon completion of conditions precedent and financing.

As of December 31, 2020, the aggregate cost of our ships on order, not including any ships on order by our Partner Brands and the Silversea Cruises ships that remain contingent upon final documentation and financing, was approximately $ 14.2 billion, of which we had deposited $ 684.8 million as of such date.

In September 2021, we amended the credit agreements for the first and second Evolution-class ships to increase their maximum loan amounts by € 175.6 million on an aggregate basis, or approximately $ 199.7 million based on the exchange rate at December 31, 2021.

The increase in the loan amounts will finance ship design modifications that incorporate innovative sustainability features and additional premium cabins, increasing the capacity for each ship to 730 berths.

At our election, interest on incremental portion of each loan will accrue either (1) at a fixed rate of 4.34 % and 4.38 %, respectively (inclusive of the applicable margin) or (2) at a floating rate equal to LIBOR plus 0.99 % and 1.03 %, respectively.

As of December 31, 2021, the aggregate cost of our ships on order, presented in the above table, not including any ships on order by our Partner Brands, was approximately $ 12.4 billion, of which we had deposited $ 800.2 million as of such date.

Approximately 59.0 % of the aggregate cost was exposed to fluctuations in the Euro exchange rate at December 31, 2021.

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Fair Value Measurements and Derivative Instruments for further information.

As previously reported, two lawsuits were filed against Royal Caribbean Cruises Ltd.

in August 2019 in the U.S.

District Court for the Southern District of Florida under Title III of the Cuban Liberty and Democratic Solidarity Act, also known as the Helms-Burton Act.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As previously reported, two lawsuits were filed against us in August 2019 in the U.S.

District Court for the Southern District of Florida (the "Court") under Title III of the Cuban Liberty and Democratic Solidarity Act, also known as the Helms-Burton Act.

The complaint filed by Havana Docks Corporation ("Havana Docks Action") alleges it holds an interest in the Havana Cruise Port Terminal, and the complaint filed by Javier Garcia-Bengochea (the "Port of Santiago Action") alleges that he holds an interest in the Port of Santiago, Cuba, both of which were expropriated by the Cuban government.

The complaints further allege that Royal Caribbean Cruises Ltd.

trafficked in those properties by embarking and disembarking passengers at these facilities.

The complaints further allege that we trafficked in those properties by embarking and disembarking passengers at these facilities.

The plaintiffs seek all available statutory remedies, including the value of the expropriated property, plus interest, treble damages, attorneys’ fees and costs.

Royal Caribbean Cruises Ltd.

filed its answer to each complaint in October 2019 and on October 15, 2020, and the Court dismissed the Port of Santiago Action with prejudice on the basis that the plaintiffs in that action lacked standing to bring the claim.

This decision has been appealed by the plaintiffs.

In the Havana Docks Action, we and the plaintiff have filed motions for summary judgment, which were heard by the Court in January 2022.

The Havana Docks Action is scheduled for trial on May 23, 2022.

The Court dismissed the Port of Santiago Action with prejudice on the basis that the plaintiff lacked standing, and the plaintiff’s appeal of the dismissal is awaiting a decision by the appellate court.

We believe we have meritorious defenses to the claims alleged in both the Havana Docks Action and the Port of Santiago Action, and we intend to vigorously defend ourselves against them.

We believe that it is unlikely that the outcome of either action will have a material adverse impact to our financial condition, results of operations or cash flows.

However, the outcome of litigation is inherently unpredictable and subject to significant uncertainties, and there can be no assurances that the final outcome of this case will not be material.

As previously reported, on October 7, 2020, a shareholder filed a putative class action complaint against us, and three officers, Richard Fain, Jason Liberty and Michael Bayley, in the United States District Court for the Southern District of Florida (the "Court"), alleging misrepresentations relating to COVID-19 in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5, seeking unspecified damages on behalf of a purported class consisting of all persons and entities (subject to specified exceptions) that purchased or otherwise acquired our securities from February 4, 2020 through March 17, 2020.

As previously disclosed, on October 27, 2020, a second complaint was filed by another shareholder against us and these same officers in the Court alleging the same misrepresentations relating to COVID-19.

As is the case with the first action, the second action seeks unspecified damages on behalf of a purported class consisting of all persons and entities (subject to specified exceptions) that purchased or otherwise acquired our securities from February 4, 2020 through March 17, 2020.

On December 23, 2020, these cases were consolidated with a new lead plaintiff, Indiana Public Retirement System.

We cannot predict the duration or outcome of this lawsuit at this time, although management believes the claims are without merit.

Depending on how this case progresses, it could be costly to defend and could divert the attention of management and other resources from operations.

Accordingly, even if ultimately resolved in our favor, this action could have a material adverse effect on our business, financial condition, results of operations and liquidity.

On February 25, 2021, the lead plaintiff filed with the Court a voluntary dismissal of the action without prejudice.

We are routinely involved in other claims, regulatory investigations and inquiries, and consumer complaints, including those related to COVID-19, that are typical within the travel and tourism industry.

The outcome of litigation is inherently unpredictable and subject to significant uncertainties, and there can be no assurances that the final outcome of either case will not be material.

We are routinely involved in claims, typical within the travel and tourism industry.

The majority of these claims are covered by insurance.

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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.

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

If any person acquires ownership of more than 50 % of our common stock or, subject to certain exceptions, during any 24 -month period, a majority of our board of directors is no longer comprised of individuals who were members of our board of directors on the first day of such period, we may be obligated to prepay indebtedness outstanding under our credit facilities, which we may be unable to replace on similar terms.

4 unchanged sentences

Thereafter 154,033

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Restructuring Charges

Centralization of Global Sales and Marketing Structure

During the year ended December 31, 2019, we implemented a strategy related to the restructuring and centralization of our international sales and marketing structure.

Activities rela ted to this strategy focused on moving from a multi-brand sales model to a brand dedicated sales model, which resulted in the consolidation of some of our international offices and personnel reorganization among our sales and marketing teams.

The personnel reorganization resulted in the recognition of a liability for one-time termination benefits during the twelve months ended December 31, 2019.

We also incurred contract termination costs related to the closure of some of our international offices and other related costs consisting of legal and consulting fees to implement this initiative.

As a result of these actions, we incurred restructuring exit costs of $ 12.0 million for the year ended December 31, 2019, which were reported within Marketing, selling and administrative expenses in our consolidated statements of comprehensive income (loss).

As of December 31, 2020, we incurred $ 22.7 million restructuring costs as it relates to the restructuring activities of this strategy.

The following table summarizes our restructuring exit costs (in thousands):

Beginning Balance January 1, 2020 Accruals Payments Ending Balance December 31, 2020 Cumulative Charges Incurred

Termination benefits $ 8,389 $ 2,711 $ 3,192 $ 7,908 $ 11,591

Contract termination costs 338 — — 338 338

Other related costs 2,785 7,989 9,473 1,301 10,797

Total $ 11,512 $ 10,700 $ 12,665 $ 9,547 $ 22,726

Operating Expense Reduction in Workforce

In April 2020, we reduced our US shoreside workforce by approximately 23 % through permanent layoffs.

We incurred severance costs of $ 28.0 million during the year ended December 31, 2020.

The following table summarizes our restructuring costs as it relates to the April 2020 reduction in our workforce (in thousands):

The following table summarizes our restructuring costs during the twelve months ended December 31, 2021 as it relates to the April 2020 reduction in our workforce (in thousands):

Beginning Balance January 1, 2021 Accruals Payments Ending Balance December 31, 2021 Cumulative Charges Incurred

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Total $ 4,257 $ 682 $ 4,626 $ 313 $ 28,635

Quarterly Selected Financial Data (Unaudited)

(In thousands, except per share data)

First Quarter Second Quarter Third Quarter Fourth Quarter

2020 2019 2020 2019 2020 2019 2020 2019

Total revenues (1)(2)

$ 2,032,750 $ 2,439,767 $ 175,605 $ 2,806,631 $ ( 33,688 ) $ 3,186,850 $ 34,138 $ 2,517,413

Operating (Loss) income $ ( 1,306,407 ) $ 318,831 $ ( 1,282,487 ) $ 573,653 $ ( 996,114 ) $ 890,792 $ ( 1,016,549 ) $ 299,425

Net (Loss) Income attributable to Royal Caribbean Cruises Ltd.

$ ( 1,444,479 ) $ 249,681 $ ( 1,639,292 ) $ 472,830 $ ( 1,346,756 ) $ 883,240 $ ( 1,366,935 ) $ 273,136

(Loss) Earnings per share

Basic $ ( 6.91 ) $ 1.19 $ ( 7.83 ) $ 2.26 $ ( 6.29 ) $ 4.21 $ ( 6.09 ) $ 1.31

Diluted $ ( 6.91 ) $ 1.19 $ ( 7.83 ) $ 2.25 $ ( 6.29 ) $ 4.20 $ ( 6.09 ) $ 1.30

Dividends declared per share $ 0.78 $ 0.70 $ — $ 0.70 $ — $ 0.78 $ — $ 0.78

___________________________________________________________________

(1) Our revenues are seasonal based on the demand for cruises.

Demand is strongest for cruises during the Northern Hemisphere's summer months and holidays.

(2) Total revenues for the quarter ended September 30, 2020 includes a charge of $ 67.9 million that was recorded to Onboard and other revenues to correct cancellation revenue, for certain immaterial bookings, that was incorrectly recognized during the six months ended June 30, 2020.

The charge is offsetting cancellation and other revenue recognized during the quarter ended September 30, 2020 and was considered immaterial to our financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures