1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: 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.
−Removed: 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.
+Added: 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 Annual Report on Form 10-K.
+Added: 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 rules and forms of the Securities and Exchange Commission's (the "SEC").
Management's Report on Internal Control Over Financial Reporting
16 unchanged sentences
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters;
−Removed: Certain Relationships and Related Transactions;
−Removed: and Director Independence and Principal Accountant Fees and Services .
+Added: Certain Relationships and Related Transactions, and Director Independence;
+Added: and Principal Accountant Fees and Services .
Except for information concerning executive officers (called for by Item 401(b) of Regulation S-K), which is included in Part I of this Annual Report on Form 10-K, the information required by Items 10, 11, 12, 13 and 14 is incorporated herein by reference to certain sections of the Royal Caribbean Cruises Ltd.
25 unchanged sentences
8-K 3.1 2/11/2022
−Removed: 4.1 Indenture dated as of July 15, 1994, by and between the Company, as issuer, and The Bank of New York Trust Company, N.A., successor to NationsBank of Georgia, National Association, as Trustee 20-F 2.4 12/31/1994
−Removed: 4.2 Sixth Supplemental Indenture dated as of October 14, 1997, to the Indenture, dated as of July 15, 1994, by and between the Company, as issuer, and The Bank of New York Trust Company, N.A., as Trustee 20-F 2.11 12/31/1997
−Removed: 4.3 Eighth Supplemental Indenture dated as of March 16, 1998, to the Indenture, dated as of July 15, 1994, by and between the Company, as issuer, and The Bank of New York Trust Company, N.A., as Trustee 20-F 2.13 12/31/1997
−Removed: 4.4 Form of Indenture, dated as of July 31, 2006, by and between the Company, as issuer, and The Bank of New York Trust Company, N.A., as Trustee
−Removed: S-3 4.1 7/31/2006
−Removed: 4.5 Second Supplemental Indenture dated as of November 7, 2012 between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee
−Removed: 8-K 4.1 11/7/2012
−Removed: 4.6 Third Supplemental Indenture, dated as of November 28, 2017 between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee
−Removed: 8-K 4.1 11/28/2017
+Added: 4.1 Agreement of Royal Caribbean Cruises Ltd.
+Added: to furnish certain debt instruments to the Securities and Exchange Commission*
4.2 Description of the Company's Securities
10-K 4.1 12/31/2020
−Removed: 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.
−Removed: 8-K 4.1 5/19/2020
−Removed: 4.9 Indenture, dated June 9, 2020, among the Company, RCI Holdings LLC, a limited liability company formed and existing under the laws of Liberia and a direct wholly-owned subsidiary of the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, principal paying agent, transfer agent, registrar and security agent.
−Removed: 8-K 4.1 6/9/2020
−Removed: 4.10 Indenture, dated June 9, 2020, among the Company, and The Bank of New York Mellon Trust Company, N.A., as trustee, paying agent, registrar, custodian and conversion agent.
−Removed: 8-K 4.2 6/9/2020
−Removed: 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.
−Removed: 8-K 4.1 10/16/2020
−Removed: 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
−Removed: 8-K 4.1 3/30/2021
−Removed: Incorporated By Reference
−Removed: Exhibit Number Form Exhibit Filing Date/ Period End Date
−Removed: 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
−Removed: 8-K 4.1 6/24/2021
−Removed: 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
−Removed: 8-K 4.1 8/19/2021
−Removed: 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
−Removed: 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.
2 unchanged sentences
20-F 2.20 12/31/1997
−Removed: 10.2 Amendment to the Credit Agreement, dated as of December 4, 2017, by and among the Company, the various financial institutions as are or shall become parties thereto and The Bank of Nova Scotia, as administrative agent for the lender parties
−Removed: 8-K 10.1 12/7/2017
−Removed: 10.3 Amendment to the Credit Agreement, dated as of April 5, 2019, among Royal Caribbean Cruises Ltd., the various financial institutions as are or shall become parties thereto and The Bank of Nova Scotia, as administrative agent for the lender parties
−Removed: 8-K 10.1 4/10/2019
−Removed: 10.4 Amendment No.
−Removed: 4 to Hull No.
−Removed: S-697 Credit Agreement, dated as of February 2, 2016, by and between the Company, the Lenders from time to time party thereto, the Mandated Lead Arrangers and KfW IPEX-Bank GmbH, as Hermes Agent and Facility Agent
−Removed: 10-K 10.7 12/31/2015
−Removed: 10.5 Amendment No.
−Removed: 5 to Hull No.
−Removed: S-697 Credit Agreement, dated as of July 3, 2018, by and between the Company, the Lenders from time to time party thereto, the Mandated Lead Arrangers and KfW IPEX-Bank GmbH, as Hermes Agent and Facility Agent
−Removed: 10-Q 10.4 6/30/2018
−Removed: 10.6 Amendment No.
−Removed: 4 to Hull No.
−Removed: S-698 Credit Agreement, dated as of February 3, 2016, by and between the Company, the Lenders from time to time party thereto, the Mandated Lead Arrangers and KfW IPEX-Bank GmbH, as Hermes Agent and Facility Agent
−Removed: 10-K 10.8 12/31/2015
−Removed: 10.7 Amendment No.
−Removed: 5 to Hull No.
−Removed: S-698 Credit Agreement, dated as of July 3, 2018, by and between the Company, the Lenders from time to time party thereto, the Mandated Lead Arrangers and KfW IPEX-Bank GmbH, as Hermes Agent and Facility Agent
−Removed: 10-Q 10.5 6/30/2018
−Removed: 10.8 Amendment No.
−Removed: 1 to Hull No.
−Removed: S-699 Credit Agreement, dated as of March 31, 2016, by and between the Company, the Lenders from time to time party thereto, the Mandated Lead Arrangers and KfW IPEX-Bank GmbH, as Hermes Agent and Facility Agent
−Removed: 10-Q 10.1 3/31/2016
−Removed: 10.9 Amendment No.
−Removed: 2 to Hull No.
−Removed: S-699 Credit Agreement, dated as of July 3, 2018, by and between the Company, the Lenders from time to time party thereto, the Mandated Lead Arrangers and KfW IPEX-Bank GmbH, as Hermes Agent and Facility Agent
−Removed: 10-Q 10.6 6/30/2018
−Removed: 10.10 Amendment and Restatement Agreement, dated as of January 15, 2016, in respect of a Facility Agreement dated, as of July 9, 2013, by and between the Company, the Lenders from time to time party thereto, Société Générale, as Facility Agent and Mandated Lead Arranger, BNP Paribas, as Documentation Bank and Mandated Lead Arranger, and HSBC France, as Mandated Lead Arranger
−Removed: 10-K 10.10 12/31/2015
−Removed: Incorporated By Reference
−Removed: Exhibit Number Form Exhibit Filing Date/ Period End Date
−Removed: 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
−Removed: 10-Q 10.1 10/30/2019
10.2 Hull No.
23 unchanged sentences
10-Q 10.10 6/30/2018
−Removed: 10.19 Hull No.
−Removed: J34 Credit Agreement, dated as of June 22, 2016, as novated, amended and restated on the Actual Delivery Date pursuant to a novation agreement dated June 22, 2016 (as amended), between Royal Caribbean Cruises Ltd., Citibank N.A., London Branch, Citibank Europe plc, UK Branch, and the banks and financial institutions as lender parties thereto
−Removed: 10-K 10.18 12/31/2018
+Added: Incorporated By Reference
+Added: Exhibit Number Form Exhibit Filing Date/ Period End Date
10.9 Novation Agreement, dated as of June 22, 2016, by and between Azairemia Finance Ltd., Royal Caribbean Cruises Ltd., Citibank Europe Plc, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC France, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch and the banks and financial institutions as lender parties thereto
5 unchanged sentences
8-K 10.1 7/28/2017
−Removed: Incorporated By Reference
−Removed: Exhibit Number Form Exhibit Filing Date/ Period End Date
−Removed: 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
−Removed: 8-K 10.2 7/28/2017
−Removed: 10.24 Novation Agreement, dated as of July 24, 2017, between Houatorris Finance Ltd., Royal Caribbean Cruises Ltd., Citibank Europe Plc, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC France, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch and the banks and financial institutions as lender parties thereto
−Removed: 8-K 10.3 7/28/2017
10.12 Novation Agreement, dated as of December 13, 2019, between Palmeraie Finance Limited, Royal Caribbean Cruises Ltd., Citibank Europe Plc, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch HSBC France, Banco Santander S.A., Banco Bilbao Vizcaya Argentaria S.A., Paris Branch, BNP Paribas SA, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch, Société Générale, Unicredit Bank AG and the banks and financial institutions as lender parties thereto
17 unchanged sentences
8-K 10.1 12/20/2019
−Removed: 10.31 Loan Agreement, dated as of June 29, 2018, among Royal Caribbean Cruises Ltd., as the Borrower, the Lenders from time to time party thereto, and JP Morgan Chase Bank, N.A.
−Removed: as Administrative Agent and Bank of America, N.A., Citigroup Global Markets Limited, Goldman Sachs Bank USA and Morgan Stanley Senior Funding,Inc.
−Removed: as Co-Syndication Agents
−Removed: 8-K 10.1 7/5/2018
−Removed: 10.32 Loan Agreement, dated as of April 5, 2019, among Royal Caribbean Cruises Ltd., as the Borrower, the Lenders from time to time party thereto, Bank of America, N.A.
−Removed: as Administrative Agent and Banco Bilbao Vizcaya Argentaria, S.A.
−Removed: New York Branch, Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia, Wells Fargo Bank, National Association and DNB Markets Inc.
−Removed: as Co-Syndication Agents
−Removed: 8-K 10.2 4/10/2019
−Removed: 10.33 Commercial Paper Dealer Agreement, dated June 14, 2018, between Royal Caribbean Cruises Ltd., as issuer, and the dealer party thereto
+Added: 10.18 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
8-K 10.1 3/23/2020
1 unchanged sentence
Exhibit Number Form Exhibit Filing Date/ Period End Date
−Removed: 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
−Removed: 8-K 10.1 3/23/2020
−Removed: 10.35 Sixth Amendment to a Credit Agreement, dated as of June 8, 2011 (as amended and restated from time to time) “Anthem of the Seas” – ex Hull No.
−Removed: S-698, dated April 8, 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
−Removed: 8-K 10.1 4/10/2020
10.19 Third Amendment Agreement to a Credit Agreement, dated as of 13 November 2015 (as amended and restated from time to time) “Spectrum of the Seas” – ex Hull No.
1 unchanged sentence
8-K 10.2 4/10/2020
−Removed: 10.37 Sixth Amendment Agreement to a Credit Agreement, dated as of June 8, 2011 (as amended from time to time) “Quantum of the Seas”—ex Hull No.
−Removed: S-697, dated April 21, 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
−Removed: 8-K 10.1 4/24/2020
10.20 Second Supplemental Agreement to a Credit Agreement in respect of the financing of acquisition of m.v.
−Removed: Celebrity Edge (ex hull no.
−Removed: J34), dated as of April 28, 2020, between Royal Caribbean Cruises Ltd., Citibank N.A., London Branch as global coordinator, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch as ECA agent, Citibank Europe PLC, UK branch as facility agent, the mandated lead arrangers and the other lenders party thereto
−Removed: 8-K 10.1 5/4/2020
−Removed: 10.39 Second Supplemental Agreement to a Credit Agreement in respect of the financing of acquisition of m.v.
Celebrity Apex (ex hull no.
5 unchanged sentences
8-K 10.3 5/4/2020
−Removed: 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
−Removed: 8-K 10.2 5/11/2020
−Removed: 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
−Removed: 8-K 10.4 5/11/2020
−Removed: 10.43 Fourth Amendment and Restatement Agreement, relating to a credit agreement in respect of the financing of the acquisition of m.v.
−Removed: Harmony of the Seas (ex hull no.
−Removed: A34), dated May 6, 2020, between Royal Caribbean Cruises Ltd., Société Générale as facility agent, BNP Baribas, HSBC France and Société Générale as Mandated Lead Arrangers and the banks and financial institutions listed therein as lenders
−Removed: 8-K 10.5 5/11/2020
−Removed: Incorporated By Reference
−Removed: Exhibit Number Form Exhibit Filing Date/ Period End Date
10.22 First Supplemental Agreement relating to Hull No.
−Removed: L34 at Chantiers de l’Atlantique (previously known as STX France S.A.), dated as of March 12, 2020, by and among Houatorris Finance Limited, Chantiers de L’Atlantique, the Company, Citibank Europe PLC, UK Branch as facility agent, Citicorp Trustee Company Limited as security trustee, Citibank N.A., London branch, HSBC France, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch and the banks and financial institutions party thereto
−Removed: 10-Q 10.4 5/21/2020
−Removed: 10.45 First Supplemental Agreement relating to Hull No.
−Removed: M34 at Chantiers de l’Atlantique (previously known as STX France S.A.), dated as of March 12, 2020, by and among Hoediscus Finance Limited, Chantiers de L’Atlantique as seller, the Company as buyer, Citibank Europe PLC, UK Branch as facility agent, Citicorp Trustee Company Limited as security trustee, Citibank N.A., London branch as global coordinator, HSBC France as French coordinating bank, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch as ECA agent and the banks and financial institutions listed thereto
−Removed: 10-Q 10.5 5/21/2020
−Removed: 10.46 First Supplemental Agreement relating to Hull No.
C34 at Chantiers de l’Atlantique (previously known as STX France S.A.), dated as of March 12, 2020, by and among Hibisyeu Finance Limited as borrower, Chantiers de L’Atlantique as seller, the Company as buyer, Citibank Europe PLC, UK Branch as facility agent, Citicorp Trustee Company Limited as security trustee, Citibank N.A., London branch as global coordinator, HSBC France as French coordinating bank, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch as ECA agent and the banks and financial institutions listed thereto
10-Q 10.6 5/21/2020
−Removed: 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
−Removed: 8-K 10.2 8/3/2020
−Removed: 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.
−Removed: and KfW IPEX-Bank GmbH
−Removed: 8-K 10.4 8/3/2020
−Removed: 10.49 Supplemental Agreement in relation to the extension of the waiver period for financial covenants in respect of the financing of the acquisition of Celebrity Edge (ex hull no.
−Removed: J34), dated July 28, 2020, among Royal Caribbean Cruises Ltd.
−Removed: and Citibank Europe plc, UK Branch
−Removed: 8-K 10.5 8/3/2020
10.23 Supplemental Agreement in relation to the extension of the waiver period for financial covenants in respect of the financing of the acquisition of Celebrity Apex (ex hull no.
6 unchanged sentences
8-K 10.7 8/3/2020
−Removed: 10.52 Financial Covenant Waiver Extension Consent Letter relating to the Cruise Debt Holiday Principles, dated July 31, 2020, between Royal Caribbean Cruises Ltd.
−Removed: and KfW IPEX-Bank GmbH
−Removed: 8-K 10.8 8/3/2020
10.25 Third Amendment Agreement to a Credit Agreement dated as of 13 November 2015 (as amended and restated from time to time) in respect of “Odyssey of the Seas” – Hull S-713, dated 30 April 2020, between the Company, the lenders party thereto, KfW IPEX-Bank GmbH, as Hermes agent, facility agent, initial mandated lead arrangers and the mandated lead arrangers.
3 unchanged sentences
10-Q 10.16 8/10/2020
−Removed: Incorporated By Reference
−Removed: Exhibit Number Form Exhibit Filing Date/ Period End Date
−Removed: 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.
−Removed: 10-Q 10.17 8/10/2020
−Removed: 10.56 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 Societe Generale.
−Removed: 10-Q 10.9 11/4/2020
−Removed: 10.57 Supplemental Agreement in relation to certain amendments in connection with the Silversea negative covenants and the exercise of the Buyer's Stretch Option in respect of Edge 3 (ex.
−Removed: L34), dated August 29, 2020, among the Company, Hoediscus Finance Limited, Citibank Europe Plc, UK Branch, Citibank N.A., London Branch, Citicorp Trustee Company Limited, HSBC France and Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch
−Removed: 10-Q 10.10 11/4/2020
−Removed: 10.58 Supplemental Agreement in relation to certain amendments in connection with the Silversea negative covenants and the exercise of the Buyer's Stretch Option in respect of Edge 4 (ex.
−Removed: M34), dated August 29, 2020, by and among the Company, Hoediscus Finance Limited, Citibank Europe Plc, UK Branch, Citibank N.A., London Branch, Citicorp Trustee Company Limited, HSBC France and Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch
−Removed: 10-Q 10.11 11/4/2020
10.27 Supplemental Agreement in relation to certain amendments in connection with Silversea Cruise Holding Ltd.
2 unchanged sentences
10-Q 10.12 11/4/2020
+Added: Incorporated By Reference
+Added: Exhibit Number Form Exhibit Filing Date/ Period End Date
10.28 Supplemental Agreement in relation to certain amendments in connection with Silversea Cruise Holding Ltd.
2 unchanged sentences
10-Q 10.13 11/4/2020
−Removed: 10.61 Equity Distribution Agreement, dated as of December 3, 2020, among the Company and the financial institutions named therein
−Removed: 8-K 1.1 12/4/2020
10.29 Fourth Supplemental Agreement relating to a credit agreement in respect of the financing of the acquisition of mv.
−Removed: Celebrity Edge (ex hull no.
−Removed: 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
−Removed: 10-K 10.68 12/31/2020
−Removed: 10.63 Fourth Supplemental Agreement relating to a credit agreement in respect of the financing of the acquisition of mv.
Celebrity Apex (ex hull no.
1 unchanged sentence
10-K 10.69 12/31/2020
−Removed: 10.64 Fifth Amendment and Restatement Agreement relating to a credit agreement in respect of the financing of the acquisition of m.v.
−Removed: Harmony of the Seas (ex hull no.
−Removed: 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
−Removed: 10-K 10.70 12/31/2020
−Removed: 10.65 Fourth Amendment and Restatement Agreement relating to a credit agreement in respect of the financing of m.v.
−Removed: Harmony of the Seas (ex hull no.
−Removed: 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
−Removed: 10-K 10.71 12/31/2020
−Removed: Incorporated By Reference
−Removed: Exhibit Number Form Exhibit Filing Date/ Period End Date
10.30 Sixth Supplemental Agreement relating to a credit agreement in respect of the financing of the acquisition of m.v.
2 unchanged sentences
10-K 10.72 12/31/2020
−Removed: 10.67 Supplemental Agreement relating to a secured credit facility agreement for Hull No.
−Removed: 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
−Removed: 10-K 10.73 12/31/2020
−Removed: 10.68 Supplemental Agreement relating to a secured credit facility for hull no.
−Removed: 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
−Removed: 10-K 10.74 12/31/2020
10.31 Supplemental Agreement relating to Hull No.
5 unchanged sentences
10.33 Amendment No.
−Removed: 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
−Removed: 10-K 10.77 12/31/2020
−Removed: 10.72 Amendment No.
−Removed: 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
−Removed: 10-K 10.78 12/31/2020
−Removed: 10.73 Amendment No.
−Removed: 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
−Removed: 10-K 10.79 12/31/2020
−Removed: 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
1 unchanged sentence
10.34 Amendment No.
−Removed: 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
−Removed: 10-K 10.81 12/31/2020
−Removed: 10.76 Amendment No.
−Removed: 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
−Removed: 10-K 10.82 12/31/2020
−Removed: Incorporated By Reference
−Removed: Exhibit Number Form Exhibit Filing Date/ Period End Date
−Removed: 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
1 unchanged sentence
10.35 Amendment No.
−Removed: 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
−Removed: 10-K 10.84 12/31/2020
−Removed: 10.79 Amendment No.
−Removed: 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
−Removed: 10-K 10.85 12/31/2020
−Removed: 10.80 Amendment No.
−Removed: 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
−Removed: 10-K 10.86 12/31/2020
−Removed: 10.81 Amendment No.
−Removed: 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
−Removed: 10-K 10.87 12/31/2020
−Removed: 10.82 Amendment No.
−Removed: 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
−Removed: 10-K 10.88 12/31/2020
−Removed: 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
−Removed: 8-K 10.2 2/18/2021
−Removed: 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.
−Removed: as administrative agent
−Removed: 8-K 10.3 2/18/2021
−Removed: 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
3 unchanged sentences
8-K 10.5 2/18/2021
−Removed: 10.87 Amendment No.
−Removed: 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
−Removed: 8-K 10.6 2/18/2021
−Removed: 10.88 Amendment No.
−Removed: 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
−Removed: 8-K 10.1 2/23/2021
Incorporated By Reference
1 unchanged sentence
10.37 Amendment No.
−Removed: 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
−Removed: 8-K 10.2 2/23/2021
−Removed: 10.90 Amendment No.
−Removed: 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
−Removed: 8-K 10.3 2/23/2021
−Removed: 10.91 Amendment No.
−Removed: 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
+Added: 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
3 unchanged sentences
10.39 Amendment No.
−Removed: 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
−Removed: 8-K 10.6 2/23/2021
−Removed: 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
−Removed: 10.95 Amendment No.
−Removed: 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
−Removed: 8-K 10.8 2/23/2021
−Removed: 10.96 Amendment No.
−Removed: 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
−Removed: 8-K 10.9 2/23/2021
−Removed: 10.97 Amendment No.
−Removed: 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
−Removed: 8-K 10.10 2/23/2021
−Removed: 10.98 Amendment Agreement in connection with the Credit Agreement in respect of “CELEBRITY EDGE” (ex.
−Removed: 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
−Removed: 8-K 10.11 2/23/2021
10.40 Amendment Agreement in connection with the Credit Agreement in respect of “CELEBRITY APEX” (ex.
1 unchanged sentence
8-K 10.12 2/23/2021
−Removed: Incorporated By Reference
−Removed: Exhibit Number Form Exhibit Filing Date/ Period End Date
−Removed: 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
−Removed: 8-K 10.13 2/23/2021
−Removed: 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
−Removed: 8-K 10.14 2/23/2021
10.41 Amendment Agreement in connection with the Credit Agreement in respect of “SYMPHONY OF THE SEAS” (ex.
13 unchanged sentences
8-K 10.3 3/19/2021
−Removed: 10.107 Amendment No.
−Removed: 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
−Removed: 8-K 10.1 4/1/2021
−Removed: 10.108 Amendment No.
−Removed: 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
−Removed: 8-K 10.2 4/1/2021
−Removed: 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
−Removed: 8-K 10.3 4/1/2021
−Removed: 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.
−Removed: as administrative agent
−Removed: 8-K 10.4 4/1/2021
Incorporated By Reference
3 unchanged sentences
10-Q 10.1 9/30/2021
−Removed: 10.112 Fourth Supplemental Agreement relating to a secured credit facility agreement for Hull No.
−Removed: 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
−Removed: 10-Q 10.2 9/30/2021
−Removed: 10.113 Fourth Supplemental Agreement relating to a secured credit facility for Hull No.
−Removed: 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
−Removed: 10-Q 10.3 9/30/2021
10.47 Fourth Supplemental Agreement relating to Hull No.
2 unchanged sentences
10.48 Amendment No.
−Removed: 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
−Removed: 10-Q 10.5 9/30/2021
−Removed: 10.116 Amendment No.
−Removed: 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
−Removed: 10-Q 10.6 9/30/2021
−Removed: 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
1 unchanged sentence
10.49 Amendment No.
−Removed: 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
−Removed: 8-K 10.2 12/28/2021
−Removed: 10.119 Amendment No.
−Removed: 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
−Removed: 8-K 10.3 12/28/2021
−Removed: 10.120 Amendment No.
−Removed: 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
−Removed: 8-K 10.4 12/28/2021
−Removed: Incorporated By Reference
−Removed: Exhibit Number Form Exhibit Filing Date/ Period End Date
−Removed: 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
1 unchanged sentence
10.50 Amendment No.
−Removed: 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
−Removed: 8-K 10.6 12/28/2021
−Removed: 10.123 Amendment No.
−Removed: 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
−Removed: 8-K 10.7 12/28/2021
−Removed: 10.124 Amendment No.
−Removed: 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
−Removed: 8-K 10.8 12/28/2021
−Removed: 10.125 Amendment No.
−Removed: 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
−Removed: 8-K 10.9 12/28/2021
−Removed: 10.126 Amendment No.
−Removed: 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
−Removed: 8-K 10.10 12/28/2021
−Removed: 10.127 Amendment No.
−Removed: 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
−Removed: 8-K 10.11 12/28/2021
−Removed: 10.128 Amendment No.
−Removed: 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
−Removed: 8-K 10.12 12/28/2021
−Removed: 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
6 unchanged sentences
8-K 10.15 12/28/2021
−Removed: 10.132 Amendment No.
−Removed: 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
−Removed: 8-K 10.16 12/28/2021
10.53 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.
1 unchanged sentence
8-K 10.17 12/28/2021
−Removed: Incorporated By Reference
−Removed: Exhibit Number Form Exhibit Filing Date/ Period End Date
−Removed: 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.
−Removed: London Branch, SMBC Bank International PLC, Citibank Europe PLC UK Branch, and the banks and financial institutions listed therein as mandated lead arrangers
−Removed: 8-K 10.18 12/28/2021
10.54 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.
4 unchanged sentences
8-K 10.20 12/28/2021
+Added: Incorporated By Reference
+Added: Exhibit Number Form Exhibit Filing Date/ Period End Date
10.56 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.
1 unchanged sentence
8-K 10.21 12/28/2021
−Removed: 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.
−Removed: London Branch, HSBC Continental Europe, SMBC Bank International PLC, and the other banks and financial institutions listed therein
−Removed: 8-K 10.22 12/28/2021
−Removed: 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.
−Removed: London Branch, HSBC Continental Europe, SMBC Bank International PLC, and the other banks and financial institutions listed therein
−Removed: 8-K 10.23 12/28/2021
−Removed: 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
−Removed: 8-K 10.24 12/28/2021
−Removed: 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
−Removed: 8-K 10.25 12/28/2021
10.57 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
−Removed: 10.143 Royal Caribbean Cruises Ltd.
−Removed: 2008 Equity Incentive Plan (as amended) †
10-K 10.142 12/31/2021
−Removed: 10.144 Form of 2008 Equity Incentive Plan Stock Option Award Agreement—Incentive Options †
+Added: 10.58 Amendment No.
+Added: 5 to Icon 1 Hull No.
+Added: S-1400 Credit Agreement, dated as of July 1, 2022, between Royal Caribbean Cruises Ltd., as the Borrower, the Mandated Lead Arrangers and Lenders from time to time party thereto, KfW IPEX-Bank GmbH as Hermes Agent and Facility Agent, and BNP Paribas Fortis SA/NV as Finnvera Agent.
10-Q 10.1 6/30/2022
+Added: 10.59 Amendment No.
+Added: 5 to Icon 2 Hull No.
+Added: S-1401 Credit Agreement, dated as of July 1, 2022, between Royal Caribbean Cruises Ltd., as the Borrower, the Mandated Lead Arrangers and Lenders from time to time party thereto, KfW IPEX-Bank GmbH as Hermes Agent and Facility Agent, and BNP Paribas Fortis SA/NV as Finnvera Agent.
+Added: 10-Q 10.2 6/30/2022
+Added: 10.60 Amendment Agreement in connection with the Credit Agreement in respect of Celebrity Apex - Hull K34, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, Citibank N.A.
+Added: London Branch, SMBC Bank International PLC, Citibank Europe PLC UK Branch, and the banks and financial institutions listed therein as mandated lead arrangers.
+Added: 10-Q 10.9 6/30/2022
+Added: 10.61 Amendment No.
+Added: 6 in connection with the Credit Agreement in respect of Icon 1 - Hull 1400, dated as of July 21, 2022, 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.
+Added: 10-Q 10.12 6/30/2022
+Added: 10.62 Amendment No.
+Added: 6 in connection with the Credit Agreement in respect of Icon 2 - Hull 1401, dated as of July 21, 2022, 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.
+Added: 10-Q 10.13 6/30/2022
+Added: 10.63 Amendment No.
+Added: 4 in connection with the Credit Agreement in respect of Icon 3 - Hull 1402, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, and KfW IPEX-Bank GmbH.
+Added: 10-Q 10.14 6/30/2022
+Added: 10.64 Amendment Agreement in connection with the Credit Agreement in respect of Symphony of the Seas - Hull B34, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, Citibank N.A.
+Added: London Branch, Citibank Europe PLC, and the banks and financial institutions listed therein as mandated lead arrangers.
+Added: 10-Q 10.15 6/30/2022
+Added: 10.65 Amendment Agreement in connection with the Credit Agreement in respect of Hull C34, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, Citibank Europe PLC UK Branch, Citibank N.A.
+Added: London Branch, SMBC Bank International PLC, and the other banks and financial institutions listed therein.
+Added: 10-Q 10.16 6/30/2022
Incorporated By Reference
Exhibit Number Form Exhibit Filing Date/ Period End Date
−Removed: 10.145 Form of 2008 Equity Incentive Plan Stock Option Award Agreement—Nonqualified Options †
+Added: 10.66 Amendment Agreement in connection with the Credit Agreement in respect of Hull A35 at Chantiers de L’Atlantique S.A., dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., Palmeraie Finance Limited, the lenders party thereto, Citibank Europe PLC UK Branch, Citicorp Trustee Company Limited, Citibank N.A.
+Added: London Branch, HSBC Continental Europe, and the mandated lead arrangers party thereto.
10-Q 10.17 6/30/2022
+Added: 10.67 Amendment No.
+Added: 8 in connection with the Credit Agreement in respect of Oasis of the Seas - Hull 1363, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, and BNP Paribas Fortis SA/NV.
+Added: 10-Q 10.18 6/30/2022
+Added: 10.68 Amendment No.
+Added: 8 in connection with the Credit Agreement in respect of Odyssey of the Seas – Hull S-713, dated as of July 21, 2022, 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.
+Added: 10-Q 10.21 6/30/2022
+Added: 10.69 Amendment No.
+Added: 7 in connection with the Credit Agreement in respect of Spectrum of the Seas – Hull S-700, dated as of July 21, 2022, 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.
+Added: 10-Q 10.27 6/30/2022
+Added: 10.70 A mendment to Term Loan Agreement, dated as of September 19, 2022, among Royal Caribbean Cruises Ltd., as the Borrower, the various financial institutions party thereto and Bank of America, N.A.
+Added: 10-Q 10.1 9/30/2022
+Added: 10.71 LIBOR Replacement Amendment to Term Loan Agreement, dated as of September 19, 2022, between Royal Caribbean Cruises Ltd., as the Borrower and Bank of America, N.A., as Administrative Agent.
+Added: 10-Q 10.2 9/30/2022
+Added: 10.72 $1,925M Amended and Restated Credit Agreement, dated as of January 12, 2023, by and among the Company, the various financial institutions party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.*
+Added: 10.73 $1,110M Amended and Restated Credit Agreement, dated as of January 12, 2023, by and among the Company, the various financial institutions party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.*
+Added: 10.74 Royal Caribbean Cruises Ltd.
+Added: 2008 Equity Incentive Plan (as amended) †
+Added: 10-K 10.17 12/31/2016
+Added: 10.75 Amended and Restated 2008 Equity Incentive Plan †
+Added: 8-K 10.1 6/3/2022
10.76 Form of 2008 Equity Incentive Plan Restricted Stock Unit Agreement— Executive Officer Grants †
8 unchanged sentences
10-K 10.26 12/31/2015
−Removed: 10.151 Employment Agreement, dated as of December 31, 2012, by and between the Company and Richard D.
−Removed: 10-K 10.22 12/31/2012
10.81 Employment Agreement, dated as of May 20, 2013, by and between the Company and Jason T.
2 unchanged sentences
10-Q 10.3 6/30/2015
−Removed: 10.154 Form of First Amendment to Employment Agreement, dated as of February 6, 2015 (entered into between the Company and each of Messrs.
−Removed: Fain and Liberty) †
+Added: Incorporated By Reference
+Added: Exhibit Number Form Exhibit Filing Date/ Period End Date
+Added: 10.83 Form of First Amendment to Employment Agreement, dated as of February 6, 2015 (entered into between the Company and Mr.
10-K 10.33 12/31/2014
5 unchanged sentences
10.86 Form of First Amendment to Employment Agreement, dated as of February 6, 2015 (entered into between the Company and each of Messrs.
−Removed: Fain, Kulovaara and Liberty) †
+Added: Kulovaara and Liberty) †
10-K 10.33 12/31/2014
19 unchanged sentences
10-K 10.35 12/31/2013
−Removed: 18.1 Preferability Letter Regarding Change in Accounting Principle*
21.1 List of Subsidiaries*
23.1 Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm*
−Removed: 23.2 Consent of Drinker Biddle & Reath LLP*
+Added: 23.2 Consent of Faegre Drinker Biddle & Reath LLP*
24.1 Power of Attorney*
22 unchanged sentences
(Principal Financial Officer and duly authorized signatory)
−Removed: March 1, 2022
−Removed: 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 March 1, 2022.
+Added: February 23, 2023
+Added: 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 23, 2023.
Director and Chief Executive Officer
5 unchanged sentences
Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)
−Removed: /s/ RICHARD D.
Chairman of the Board
6 unchanged sentences
Report of Independent Registered Public Accounting Firm (PCAOB ID No.
−Removed: Consolidated Statements of Comprehensive (Loss) Income
+Added: Consolidated Statements of Comprehensive Loss
Consolidated Balance Sheets
6 unchanged sentences
We have audited the accompanying consolidated balance sheets of Royal Caribbean Cruises Ltd.
−Removed: and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of comprehensive (loss) income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2021, including the related notes (collectively referred to as the “consolidated financial statements”).
+Added: and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of comprehensive loss, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2022, including the related notes (collectively referred to as the “consolidated financial statements”).
We also have audited the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
1 unchanged sentence
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
−Removed: Change in Accounting Principle
−Removed: 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.
+Added: Changes in Accounting Principles
+Added: As discussed in Notes 2 and 1 to the consolidated financial statements, effective January 1, 2022, the Company changed the manner in which it accounts for convertible notes and effective October 1, 2021, the Company changed the manner in which it accounts for the consolidation of Silversea Cruises.
Basis for Opinions
12 unchanged sentences
Emphasis of Matter
−Removed: 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.
−Removed: Management’s evaluation of the events and conditions and management’s plans to mitigate these matters are also described in Note 1.
+Added: As discussed in Note 1 to the consolidated financial statements, the resulting effects of the COVID-19 pandemic are having a material negative impact on the Company's operating cash flows and liquidity.
+Added: Management's evaluation of these events and conditions and management's plan to mitigate these matters are also described in Note 1.
Definition and Limitations of Internal Control over Financial Reporting
−Removed: A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
+Added: A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
+Added: accepted accounting principles.
A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
7 unchanged sentences
Liquidity – Impact of COVID-19
−Removed: 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 .
−Removed: 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 .
−Removed: 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.
−Removed: The principal assumptions used in management’s estimate of future liquidity requirements consisted of (i) the expected continued gradual resumption of cruise operations;
−Removed: (ii) the expected sustained increase in revenue per available passenger cruise day during the continued resumption of cruise operations;
−Removed: (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;
−Removed: 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.
−Removed: 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.
−Removed: 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;
−Removed: 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;
−Removed: (ii) the expected sustained increase in revenue per available passenger cruise day during the continued resumption of cruise operations;
−Removed: (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;
−Removed: 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.
+Added: As described in Note 1 to the consolidated financial statements, management believes the resulting effects of the COVID-19 pandemic are having a material negative impact on the Company’s operating cash flows and liquidity.
+Added: Management has taken measures to manage liquidity, including the issuance of debt and shares of common stock, the amendment of credit agreements to defer payments, and the modification of covenant requirements and waivers.
+Added: The principal assumptions used in management’s estimate of future liquidity consisted of (i) the expected timing of cash collections for cruise bookings;
+Added: (ii) the expected sustained increase in revenue per available passenger cruise day;
+Added: (iii) the expected increase in occupancy levels to reach historical levels;
+Added: and (iv) the inflationary increases to the Company’s operating costs, mostly impacting the expected cost of fuel and food.
+Added: Based on management’s actions, as well as the Company’s present financial condition and the assumptions on liquidity, management believes they have sufficient liquidity to fund their obligations for at least the next twelve months from the issuance of the financial statements.
+Added: 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;
+Added: 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 and assumptions related to (i) the expected timing of cash collections for cruise bookings;
+Added: (ii) the expected sustained increase in revenue per available passenger cruise day;
+Added: (iii) the expected increase in occupancy levels to reach historical levels, and (iv) the inflationary increases to the Company’s operating costs, mostly impacting the expected cost of fuel and food.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
−Removed: These procedures included testing the effectiveness of
−Removed: controls relating to management’s estimate of future liquidity requirements.
−Removed: 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;
+Added: These procedures included testing the effectiveness of controls relating to management’s estimate of future liquidity.
+Added: These procedures also included, among others, (i) testing management’s process for estimating future liquidity 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;
−Removed: (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;
−Removed: 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.
−Removed: 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;
+Added: (iii) evaluating the reasonableness of the significant assumptions used by management related to the expected timing of cash collections for cruise bookings, the expected sustained increase in revenue per available passenger cruise day, the expected increase in occupancy levels to reach historical levels, and the inflationary increases to the Company’s operating costs, mostly impacting the expected cost of fuel and food;
+Added: and (iv) evaluating management’s estimate of future liquidity 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.
+Added: Evaluating management’s assumptions related to the expected timing of cash collections for cruise bookings, the expected sustained increase in revenue per available passenger cruise day, the expected increase in occupancy levels to reach historical levels, and the inflationary increases to the Company’s operating costs, mostly impacting the expected cost of fuel and food 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;
1 unchanged sentence
Impairment Assessments – Silversea Cruises Reporting Unit Goodwill and Trade Name
−Removed: 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.
+Added: As described in Notes 2, 4 and 5 to the consolidated financial statements, as of December 31, 2022 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,
+Added: 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.
−Removed: The impairment analysis consists of a comparison of the fair value of the reporting unit or asset with its carrying value.
+Added: The quantitative impairment assessment consists of a comparison of the fair value of the reporting unit or asset with its carrying value.
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.
−Removed: 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).
+Added: Management’s principal assumptions for the Silversea Cruises reporting unit and trade name were forecasted revenues per available passenger cruise day, occupancy rates from existing and expected ship deliveries, vessel operating expenses, 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;
−Removed: (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;
+Added: (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to forecasted revenues per available passenger cruise day, occupancy rates from existing and expected ship deliveries, terminal growth rates, and discount rates for the goodwill and trade name impairment assessments, vessel operating expenses for the goodwill impairment assessment 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.
2 unchanged sentences
These procedures also included, among others, (i) testing management’s process for developing the fair value estimates;
−Removed: (ii) evaluating the appropriateness of the discounted future cash flow model, market-based valuation approach, and relief-from-royalty method;
+Added: (ii) evaluating the appropriateness of the discounted future cash flow model and relief-from-royalty method;
(iii) testing the completeness and accuracy of underlying data used in the fair value estimates;
−Removed: 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.
−Removed: 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;
+Added: and (iv) evaluating the reasonableness of the significant assumptions used by management related to forecasted revenues per available passenger cruise day, occupancy rates from existing and expected ship deliveries, terminal growth rates, and discount rates for the goodwill and trade name impairment assessments, vessel operating expenses for the goodwill impairment assessment and the royalty rate for the trade name impairment assessment.
+Added: Evaluating management’s assumptions related to forecasted revenues per available passenger cruise day, occupancy rates from existing and expected ship deliveries, vessel operating expenses and terminal growth rat es 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.
−Removed: Professionals with specialized skill and knowledge were used to assist in the evaluation of (i) the Company’s discounted cash flow
−Removed: model, market-based valuation approach and relief-from-royalty method, and (ii) the discount rate and royalty rate assumptions.
+Added: Professionals with specialized skill and knowledge were used to assist in the evaluation of (i) the Company’s discounted cash flow model and relief-from-royalty method, and (ii) the discount rate and royalty rate assumptions.
/s/ PricewaterhouseCoopers LLP
Hallandale Beach, Florida
−Removed: March 1, 2022
+Added: February 23, 2023
We have served as the Company’s auditor since at least 1989, which includes periods before the Company became subject to SEC reporting requirements.
1 unchanged sentence
ROYAL CARIBBEAN CRUISES LTD.
−Removed: CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
+Added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands, except per share data)
15 unchanged sentences
Impairment and credit losses 562 82,001 1,566,380
−Removed: Operating (Loss) Income ( 3,870,334 ) ( 4,601,557 ) 2,082,701
+Added: Operating Loss ( 763,976 ) ( 3,870,334 ) ( 4,601,557 )
Other income (expense):
1 unchanged sentence
Interest expense, net of interest capitalized ( 1,364,162 ) ( 1,291,753 ) ( 844,238 )
−Removed: Equity investment (loss) income ( 135,469 ) ( 213,286 ) 230,980
−Removed: Other income (expense) (1)
+Added: Equity investment income (loss) 56,695 ( 135,469 ) ( 213,286 )
+Added: Other (expense) income (1)
( 120,376 ) 20,284 ( 137,085 )
( 1,391,986 ) ( 1,390,165 ) ( 1,173,573 )
−Removed: Net (Loss) Income ( 5,260,499 ) ( 5,775,130 ) 1,907,600
+Added: Net Loss ( 2,155,962 ) ( 5,260,499 ) ( 5,775,130 )
Net Income attributable to noncontrolling interest — — 22,332
−Removed: Net (Loss) Income attributable to Royal Caribbean Cruises Ltd.
+Added: Net Loss attributable to Royal Caribbean Cruises Ltd.
$ ( 2,155,962 ) $ ( 5,260,499 ) $ ( 5,797,462 )
−Removed: (Loss) Earnings per Share:
+Added: Loss per Share:
Basic $ ( 8.45 ) $ ( 20.89 ) $ ( 27.05 )
Diluted $ ( 8.45 ) $ ( 20.89 ) $ ( 27.05 )
−Removed: Comprehensive (Loss) Income
−Removed: Net (Loss) Income $ ( 5,260,499 ) $ ( 5,775,130 ) $ 1,907,600
+Added: Comprehensive Loss
+Added: Net Loss $ ( 2,155,962 ) $ ( 5,260,499 ) $ ( 5,775,130 )
Other comprehensive income (loss):
1 unchanged sentence
Change in defined benefit plans 48,914 8,707 ( 19,984 )
−Removed: Gain (loss) on cash flow derivative hedges 4,046 38,010 ( 151,313 )
−Removed: Total other comprehensive income (loss) 28,456 58,372 ( 169,979 )
−Removed: Comprehensive (Loss) Income $ ( 5,232,043 ) $ ( 5,716,758 ) $ 1,737,621
+Added: Gain on cash flow derivative hedges 8,462 4,046 38,010
+Added: Total other comprehensive income 67,671 28,456 58,372
+Added: Comprehensive Loss $ ( 2,088,291 ) $ ( 5,232,043 ) $ ( 5,716,758 )
Comprehensive Income attributable to noncontrolling interest — — 22,332
−Removed: Comprehensive (Loss) Income attributable to Royal Caribbean Cruises Ltd.
+Added: Comprehensive Loss attributable to Royal Caribbean Cruises Ltd.
$ ( 2,088,291 ) $ ( 5,232,043 ) $ ( 5,739,090 )
____________________________________________________________
−Removed: (1) Including a $ 62.6 million net loss related to the 2021 elimination of the Silversea Cruises reporting lag.
+Added: (1) Including a $ 62.6 million net loss related to the 2021 elimination of the Silversea Cruises reporting lag for the year ended December 31, 2021.
+Added: The accompanying notes are an integral part of these consolidated financial statements.
ROYAL CARIBBEAN CRUISES LTD.
19 unchanged sentences
Current portion of long-term debt $ 2,087,711 $ 2,243,131
−Removed: Commercial paper — 409,319
Current portion of operating lease liabilities 79,760 68,922
18 unchanged sentences
Paid-in capital 7,284,852 7,557,297
−Removed: Retained earnings 302,276 5,562,775
+Added: (Accumulated deficit) retained earnings ( 1,707,429 ) 302,276
Accumulated other comprehensive loss ( 643,214 ) ( 710,885 )
4 unchanged sentences
The accompanying notes are an integral part of these consolidated financial statements.
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
2 unchanged sentences
Operating Activities
−Removed: Net (Loss) Income $ ( 5,260,499 ) $ ( 5,775,130 ) $ 1,907,600
+Added: Net Loss $ ( 2,155,962 ) $ ( 5,260,499 ) $ ( 5,775,130 )
Depreciation and amortization 1,406,689 1,292,878 1,279,254
Impairment and credit losses 562 82,001 1,566,380
−Removed: Net deferred income tax (benefit) expense ( 42,979 ) ( 8,791 ) 7,745
−Removed: (Gain) loss on derivative instruments not designated as hedges ( 1,492 ) 49,316 ( 1,431 )
+Added: Net deferred income tax benefit ( 21,576 ) ( 42,979 ) ( 8,791 )
+Added: Loss (gain) on derivative instruments not designated as hedges 99,985 ( 1,492 ) 49,316
Share-based compensation expense 36,116 63,638 39,779
−Removed: Equity investment loss (income) 135,469 213,286 ( 230,980 )
+Added: Equity investment (income) loss ( 56,695 ) 135,469 213,286
Amortization of debt issuance costs 148,790 125,116 89,442
8 unchanged sentences
Increase (decrease) in accounts payable 74,657 188,518 ( 133,815 )
−Removed: (Decrease) increase in accrued interest ( 694 ) 182,578 ( 4,460 )
+Added: Increase (decrease) in accrued interest 136,855 ( 694 ) 182,578
Increase (decrease) in accrued expenses and other liabilities 215,981 235,446 ( 180,479 )
Increase (decrease) in customer deposits 1,007,129 1,426,647 ( 1,643,560 )
−Removed: Dividends received from unconsolidated affiliates — 2,215 150,177
Other, net ( 57,126 ) ( 15,757 ) 14,276
−Removed: Net cash (used in) provided by operating activities ( 1,877,815 ) ( 3,731,653 ) 3,716,366
+Added: Net cash provided by (used in) operating activities 481,857 ( 1,877,815 ) ( 3,731,653 )
Investing Activities
9 unchanged sentences
ROYAL CARIBBEAN CRUISES LTD.
−Removed: CONSOLIDATED STATEMENTS OF CASH FLOWS
+Added: CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
Year Ended December 31,
8 unchanged sentences
Repayments of commercial paper notes — ( 414,570 ) ( 7,837,635 )
−Removed: Purchase of treasury stock — — ( 99,582 )
Dividends paid — — ( 326,421 )
1 unchanged sentence
Other, net ( 16,370 ) ( 442 ) ( 10,688 )
−Removed: Net cash provided by (used in) financing activities 3,040,577 9,349,788 ( 670,371 )
+Added: Net cash provided by financing activities 1,740,973 3,040,577 9,349,788
Effect of exchange rate changes on cash ( 1,829 ) ( 727 ) 1,167
8 unchanged sentences
Purchases of property and equipment included in accounts payable and accrued expenses and other liabilities $ 33,853 $ 14,097 $ 16,189
+Added: Acquisition of property and equipment from assumed debt $ 277,000 $ — $ —
Non-Cash Financing Activities
2 unchanged sentences
Common stock issuances pending cash settlement and included in trade receivables $ — $ — $ 121,352
−Removed: ___________________________________________________________________
+Added: Debt related to acquisition of property and equipment $ 277,000 $ — $ —
The accompanying notes are an integral part of these consolidated financial statements.
ROYAL CARIBBEAN CRUISES LTD.
−Removed: CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
−Removed: ROYAL CARIBBEAN CRUISES LTD.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
−Removed: Common Stock Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Shareholders' Equity
+Added: Common Stock Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Shareholders' Equity
(in thousands, except per share data)
1 unchanged sentence
Activity related to employee stock plans 9 29,750 — — — 29,759
+Added: Common stock issuance 226 1,552,500 — — — 1,552,726
+Added: Equity component of convertible notes, net of issuance costs — 307,640 — — — 307,640
+Added: Acquisition of Silversea non-controlling interest 52 608,825 — — — 608,877
Common stock dividends, $ 0.78 per share
4 unchanged sentences
Purchases of treasury stock — 5,900 — — ( 5,900 ) —
−Removed: Net Income attributable to Royal Caribbean Cruises Ltd.
+Added: Net Loss attributable to Royal Caribbean Cruises Ltd.
— — ( 5,797,462 ) — — ( 5,797,462 )
2 unchanged sentences
Common stock issuance 170 1,495,732 — — — 1,495,902
−Removed: Equity component of convertible notes, net of issuance costs — 307,640 — — — 307,640
−Removed: Acquisition of Silversea non-controlling interest 52 608,825 — — — 608,877
−Removed: Common stock dividends, $ 0.78 per share
−Removed: — — ( 163,089 ) — — ( 163,089 )
Changes related to cash flow derivative hedges — — — 4,046 — 4,046
2 unchanged sentences
Purchases of treasury stock — — — — ( 1,968 ) ( 1,968 )
−Removed: Net Income attributable to Royal Caribbean Cruises Ltd.
+Added: Net Loss attributable to Royal Caribbean Cruises Ltd.
— — ( 5,260,499 ) — — ( 5,260,499 )
1 unchanged sentence
Activity related to employee stock plans 5 35,195 37 — — 35,237
−Removed: Common stock issuance 170 1,495,732 — — — 1,495,902
+Added: Cumulative effect of adoption of Accounting Standards Update 2020-06 — ( 307,640 ) 146,220 — — ( 161,420 )
Changes related to cash flow derivative hedges — — — 8,462 — 8,462
15 unchanged sentences
Together, our Global Brands and our Partner Brands operated a combined 64 ships as of December 31, 2022.
−Removed: Our ships offer a selection of worldwide itineraries that call on more than 1,000 destinations on all seven continents.
+Added: Our ships offer a selection of worldwide itineraries that call on more than 1,000 destinations in over 120 countries on all seven continents.
Management's Plan and Liquidity
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: We expect to operate approximately 95 % of our planned capacity in the first quarter of 2022.
−Removed: Additionally, we expect that the rest of the fleet will return to operations before the summer season.
−Removed: Uncertainties remain as to the specifics, timing and costs of administering and implementing our health and safety measures, some of which may be significant.
−Removed: 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.
−Removed: or globally or for other reasons, we may determine it necessary to cancel or modify certain of our Global Brands’ cruise sailings.
−Removed: 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.
−Removed: 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.
−Removed: The estimation of our future liquidity requirements include numerous assumptions that are subject to various risks and uncertainties.
−Removed: The principal assumptions used to estimate our future liquidity requirements consist of:
−Removed: • Expected continued gradual resumption of cruise operations;
−Removed: • Expected sustained increase in revenue per available passenger cruise day during our continued resumption of cruise operations;
−Removed: • Expected lower than comparable historical occupancy levels during our continued resumption of cruise operations, increasing over time until we reach historical occupancy levels;
−Removed: • Expected spend during our continued resumption of cruise operations, including returning our crew members to our vessels and maintaining enhanced health and safety protocols.
−Removed: 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.
−Removed: 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
−Removed: The accompanying notes are an integral part of these consolidated financial statements.
−Removed: dividend payments.
−Removed: Additionally, we expect to continue to pursue refinancing opportunities to reduce interest expense and extend maturities.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: As a result of the global pandemic impact of COVID-19, we paused our guest cruise operations in March 2020 and began resuming guest cruise operations in 2021, with our full fleet in service by June 2022.
+Added: As part of our liquidity management, we rely on estimates of our future liquidity which include numerous assumptions that are subject to various risks and uncertainties.
+Added: The principal assumptions used to estimate our future liquidity consist of:
+Added: • Expected timing of cash collections for cruise bookings;
+Added: • Expected sustained increase in revenue per available passenger cruise day;
+Added: • Expected increase in occupancy levels, reaching historical levels in late spring of 2023;
+Added: • Inflationary increases to our operating costs, mostly impacting the expected cost of fuel and food as compared to 2019.
+Added: The resulting effects of the COVID-19 pandemic are having a material negative impact on our operating cash flows and liquidity.
+Added: We believe we have made reasonable estimates and judgments of the impact of these events to our consolidated financial statements;
+Added: however, there can be no assurance the estimates and assumptions of our future liquidity requirements will be realized, and actual results could vary materially.
+Added: We have taken proactive measures to manage our liquidity, including issuing debt and shares of our common stock, amending credit agreements to defer payments (see Note 8 .
+Added: Debt ), obtaining relevant modification of covenant requirements and waivers (see Note 8 .
+Added: Debt ), and during the pause, reducing operating expenses and capital expenditures.
+Added: As of December 31, 2022, we had liquidity of $ 2.9 billion, including $ 0.3 billion of undrawn revolving credit facility capacity, $ 1.9 billion in cash and cash equivalents and a $ 0.7 billion commitment for a 364 -day term loan facility which was terminated in February 2023 upon issuance of our $ 700 million aggregate principal amount of 7.25 % Priority Guaranteed Notes.
+Added: Our revolving credit facilities were utilized through a combination of amounts drawn and letters of credit issued under the facilities as of December 31, 2022, which were subsequently amended in January 2023, as described in Note 8 .
+Added: Debt to our consolidated financial statements.
+Added: Based on our actions, as well as our present financial condition and the aforementioned assumptions on liquidity, we believe that we have sufficient liquidity to fund our obligations for at least the next twelve months from the issuance of the financial statements.
+Added: As of December 31, 2022, we were in compliance with our financial covenants and we estimate we will be in compliance for the next twelve months.
Refer to Note 8 .
−Removed: 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.
−Removed: As of December 31, 2021, we were in compliance with our financial covenants.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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 results.
+Added: Debt for further information regarding refinancing transactions, and the applicable financial covenants.
+Added: We will continue to pursue various opportunities to raise additional capital to fund obligations associated with future debt maturities and/or to extend the maturity dates associated with our existing indebtedness or facilities.
+Added: Actions to raise capital may include issuances of debt, convertible debt or equity in private or public transactions or entering into new or extended credit facilities.
+Added: The accompanying notes are an integral part of these consolidated financial statements.
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Basis for Preparation of Consolidated Financial Statements
10 unchanged sentences
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.
−Removed: 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.
+Added: The March 2021 sale of Azamara did 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.
2 unchanged sentences
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.
−Removed: As a result of the acquisition of the noncontrolling interest, Silversea Cruises is now a wholly owned cruise brand.
−Removed: As consideration for the noncontrolling interest, we issued to Heritage 5.2 million shares of common stock, par value
−Removed: The accompanying notes are an integral part of these consolidated financial statements.
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: $ 0.01 per share, of Royal Caribbean Cruises Ltd.
−Removed: 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.
−Removed: The share purchase did not result in a change of control.
−Removed: 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.
16 unchanged sentences
Property and equipment are stated at cost less accumulated depreciation and amortization.
−Removed: We capitalize interest as part of the cost of acquiring certain assets.
−Removed: 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.
+Added: 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
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: 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.
+Added: In addition, we capitalize interest on borrowings during the active construction period of capital projects.
+Added: Capitalized interest is added to the cost of the assets and depreciated over the estimated useful lives of the assets.
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 .
9 unchanged sentences
Depreciation of property and equipment is computed utilizing the following useful lives:
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: 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.
−Removed: 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.
+Added: We review long-lived assets, including right-of-use 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.
For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.
10 unchanged sentences
We perform a detailed analysis of the various activities performed for each drydock and only defer those costs that are directly related to planned major maintenance activities necessary to maintain Class.
−Removed: The costs deferred are related to activities not otherwise routinely periodically performed to maintain a vessel's designed and intended operating capability.
+Added: The costs deferred are related to activities not otherwise
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: routinely periodically performed to maintain a vessel's designed and intended operating capability.
Repairs and maintenance activities are charged to expense as incurred.
1 unchanged sentence
We review goodwill for impairment at the reporting unit level annually or, when events or circumstances dictate, more frequently.
−Removed: The impairment review for goodwill consists of a qualitative assessment of whether it is more-likely-than-not that a reporting unit's fair value is less than its carrying value, and if necessary, a goodwill impairment test.
−Removed: Factors to consider when performing the qualitative assessment include general economic conditions, limitations on accessing capital, changes in forecasted operating results, changes in fuel prices and fluctuations in foreign exchange rates.
−Removed: If the qualitative assessment demonstrates that it is more-likely-than-not that the estimated fair value of the reporting unit exceeds its carrying value, it is not necessary to perform the goodwill impairment test.
−Removed: We may elect to bypass the qualitative assessment and proceed directly to step one, for any reporting unit, in any period.
−Removed: On a periodic basis, we elect to bypass the qualitative assessment and proceed to step one to corroborate the results of recent years' qualitative assessments.
−Removed: We can resume the qualitative assessment for any reporting unit in any subsequent period.
−Removed: The goodwill impairment analysis consists of a comparison of the fair value of the reporting unit with its carrying value.
−Removed: 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.
−Removed: 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
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: assumptions regarding the cruise vacation industry's competitive environment and general economic and business conditions, among other factors.
−Removed: The principal assumptions used in the discounted cash flow model for our 2021 impairment assessments were:
−Removed: (i) forecasted net revenues, primarily the timing of returning to normalized operations, occupancy rates from existing and expected ship deliveries, and terminal growth rate;
−Removed: and (ii) weighted average cost of capital (i.e., discount rate).
+Added: We may first perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired.
+Added: When assessing goodwill for impairment, our decision to perform a qualitative assessment for an individual reporting unit is influenced by a number of factors, including the carrying value of the reporting unit's goodwill, the significance of the excess of the reporting unit's estimated fair value over carrying value at the last quantitative assessment date, macroeconomic conditions, market conditions and our operating performance.
+Added: If we do not perform a qualitative assessment, or if we determine that it is not more likely than not that the fair value of the reporting unit exceeds its carrying amount, we calculate the estimated fair value of the reporting unit using an income approach, which may also include a combination of a market-based valuation approach.
+Added: 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, interest rates, ship additions and retirements as well as regarding the cruise vacation industry's competitive environment and general economic and business conditions.
+Added: The principal assumptions used in the discounted cash flow model for our 2022 impairment assessment consisted of:
+Added: (i) forecasted revenues per available passenger cruise day, (ii) occupancy rates from existing and expected ship deliveries, (iii) vessel operating expenses, (iv) terminal growth rate, and (v) 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.
8 unchanged sentences
We estimate the fair value of these assets using a discounted cash flow model and various valuation methods depending on the nature of the intangible asset, such as the relief-from-royalty method for trademarks and trade names.
−Removed: The principal assumptions used in the discounted cash flows model for our 2021 impairment assessments were:
−Removed: (i) forecasted net revenues, primarily the timing of returning to normalized operations, occupancy rates from existing and expected ship deliveries, and terminal growth rate;
−Removed: (ii) royalty rate;
−Removed: and (iii) weighted average cost of capital (i.e., discount rate).
+Added: The principal assumptions used in the discounted cash flows model for our 2022 impairment assessment consisted of:
+Added: (i) forecasted revenues per available passenger cruise day, (ii) occupancy rates from existing and expected ship deliveries, (iii) terminal growth rate;
+Added: (iv) royalty rate;
+Added: and (v) weighted average cost of capital (i.e., discount rate).
If the carrying value exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
5 unchanged sentences
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.
−Removed: We accrue a liability when we believe a loss is probable and the amount of loss can be reasonably estimated.
+Added: We accrue a liability, including legal costs, when we believe a loss is probable and the amount of loss can be reasonably estimated.
Due to the inherent uncertainties related to the eventual outcome of litigation and potential insurance recoveries, it is possible that certain matters may be resolved for amounts materially different from any provisions or disclosures that we have previously made.
2 unchanged sentences
Advertising costs consist of media and online advertising as well as brochure, production and direct mail costs.
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Media advertising was $ 380.2 million, $ 303.2 million and $ 138.1 million, and brochure, production and direct mail costs were $ 129.4 million, $ 88.9 million and $ 69.1 million for the years ended December 31, 2022, 2021 and 2020, respectively.
6 unchanged sentences
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.
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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.
1 unchanged sentence
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.
−Removed: 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.
+Added: In certain hedges of our net investment in foreign operations and investments, we exclude forward points from the assessment of hedge effectiveness and 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.
16 unchanged sentences
Exchange gains or losses arising from the remeasurement of monetary assets and liabilities denominated in a currency other than the functional currency of the entity involved are immediately included in our earnings, except for certain liabilities that have been designated to act as a hedge of a net investment in a foreign operation or investment.
−Removed: Exchange gains (losses) were $ 24.3 million, $( 1.5 ) million and $ 0.4 million for the years ended December 31, 2021, 2020 and 2019, respectively, and were recorded within Other income (expense) .
+Added: Exchange gains (losses) were $ 93.0 million, $ 24.3 million and $( 1.5 ) million for the years ended December 31, 2022, 2021 and 2020, respectively, and were recorded within
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: Other income (expense) .
The majority of our transactions are settled in United States dollars.
8 unchanged sentences
however, in certain circumstances this option is available to us.
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Loss) Earnings Per Share
−Removed: Basic (loss) earnings per share is computed by dividing Net (Loss) Income attributable to Royal Caribbean Cruises Ltd.
+Added: Loss Per Share
+Added: Basic loss per share is computed by dividing Net Loss attributable to Royal Caribbean Cruises Ltd.
by the weighted-average number of shares of common stock outstanding during each period.
−Removed: Diluted (loss) earnings per share incorporates the incremental shares issuable upon the assumed exercise of stock options and conversion of potentially dilutive securities.
+Added: Diluted loss per share incorporates the incremental shares issuable upon the assumed exercise of stock options and conversion of potentially dilutive securities.
Stock-Based Employee Compensation
3 unchanged sentences
Segment Reporting
−Removed: As of December 31, 2021, we controlled and operated three global cruise brands:
−Removed: Royal Caribbean International, Celebrity Cruises and Silversea Cruises.
−Removed: We also own a 50 % joint venture interest in TUIC, that operates the German brands TUI Cruises and Hapag-Lloyd Cruises.
We believe our brands possess the versatility to enter multiple cruise market segments within the cruise vacation industry.
4 unchanged sentences
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.
−Removed: Refer to Note 3 .
−Removed: Revenue for passenger ticket revenue information by geographic area.
−Removed: Recent Accounting Pronouncements
−Removed: In March 2020, the FASB issued ASU No.
+Added: Adoption of Accounting Pronouncements
+Added: In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.
2020-04, Reference Rate Reform (Topic 848), which provides optional expedients and exceptions to the current guidance on contract modifications and hedging relationships to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates.
1 unchanged sentence
2021-01, Reference Rate Reform (Topic 848), which presents amendments to clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition.
−Removed: The guidance in both ASUs was effective upon issuance and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022.
−Removed: We are currently evaluating the impact of the new guidance on our consolidated financial statements.
−Removed: The impact, if any, will be dependent on the terms of any future contract modifications related to a change in reference rate.
+Added: The guidance in both ASUs was effective upon issuance.
+Added: In December 2022, the FASB deferred the date for which this guidance can be applied from December 31, 2022 to December 31, 2024.
+Added: We adopted the new guidance during 2022.
+Added: The impact to our consolidated financial statements, if any, will be dependent on the timing and terms of any future contract modifications related to a change in reference rate.
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In August 2020, the FASB issued ASU No.
−Removed: 2020-06 , Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40), which simplifies the accounting for convertible instruments.
−Removed: The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments, requiring bifurcation only if the convertible debt feature qualifies as a derivative under ASC 815 or for convertible debt issued at a substantial premium.
+Added: 2020-06 , Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) ("ASU 2020-06"), which simplifies the accounting for convertible instruments.
+Added: The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments, requiring bifurcation only if the convertible debt feature qualifies as a derivative under Accounting Standards Codification ("ASC") 815, Derivatives and Hedging ("ASC 815") or for convertible debt issued at a substantial premium.
The ASU removes certain settlement conditions required for equity contracts to qualify for the derivative scope exception, permitting more contracts to qualify for it.
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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: The guidance also decreases interest expense due to the reversal of the remaining non-cash convertible debt discount.
+Added: On January 1, 2022 we adopted this pronouncement using the modified retrospective approach to recognize our convertible notes as single liability instruments given they do not qualify as derivatives under ASC 815, nor were they issued at a substantial premium.
+Added: Accordingly, as of January 1, 2022, we recorded a $ 161.4 million increase to debt, primarily as a result of the reversal of the remaining non-cash convertible debt discount, as well as a reduction of $ 307.6 million to additional paid in capital, which resulted in a cumulative effect on adoption of approximately $ 146.2 million to increase retained earnings.
+Added: Recent Accounting Pronouncements
+Added: In September 2022, the FASB issued ASU No.
+Added: 2022-04, Liabilities-Supplier Finance Programs (Subtopic 405-50) - Disclosure of Supplier Finance Program Obligations.
+Added: This ASU requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude.
+Added: This ASU is expected to improve financial reporting by requiring new disclosures about the programs, thereby allowing financial statement users to better consider the effect of the programs on an entity’s working capital, liquidity, and cash flows.
+Added: This ASU is effective for fiscal years beginning after December 15, 2022, except for the amendment on roll forward information which is effective for fiscal years beginning after December 15, 2023.
+Added: We are currently evaluating the impact of the new guidance on our consolidated financial statement disclosures, although we do not expect the impact to be material.
+Added: Reclassifications
+Added: For the year ended December 31, 2022, we no longer separately presented Dividends received from unconsolidated affiliates in our consolidated statements of cash flows.
+Added: As a result, certain immaterial amounts presented in prior periods were reclassified to Other, net within Operating Activities to conform to the current year presentation.
Revenue Recognition
Revenues are measured based on consideration specified in our contracts with customers and are recognized as the related performance obligations are satisfied.
−Removed: 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).
+Added: The majority of our revenues are derived from passenger cruise contracts which are reported within Passenger ticket revenues in our consolidated statements of comprehensive loss.
Our performance obligation under these contracts is to provide a cruise vacation in exchange for the ticket price.
−Removed: We satisfy this performance obligation and recognize revenue over the duration of each cruise, which generally range from one to 25 nights.
+Added: We satisfy this performance obligation and recognize revenue over the duration of each cruise, which generally ranges from two to 19 nights.
Passenger ticket revenues include charges to our guests for port costs that vary with passenger head counts.
2 unchanged sentences
Our total revenues also include Onboard and other revenues , which consist primarily of revenues from the sale of goods and services onboard our ships that are not included in passenger ticket prices.
−Removed: We receive payment before or concurrently with the transfer of these goods and services to passengers during a cruise and recognize revenue at the time of transfer over the duration of the related cruise.
+Added: We receive payment before or concurrently with the transfer of these goods and services to cruise passengers and recognize revenue over the duration of the related cruise.
As a practical expedient, we have omitted disclosures on our remaining performance obligations as the duration of our contracts with customers is less than a year.
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Disaggregated Revenues
11 unchanged sentences
(1) Includes the United States, Canada, Mexico and the Caribbean.
−Removed: (2) Includes Southeast Asia (e.g., Singapore, Thailand and the Philippines), East Asia (e.g., China and Japan), South Asia (e.g., India and Pakistan) and Oceania (e.g., Australia and Fiji Islands) regions.
−Removed: (3) Includes European countries (e.g., the Nordics, Germany, France, Italy, Spain and the United Kingdom).
+Added: (2) Includes seasonality impacted itineraries primarily in South and Latin American countries.
(3) Includes revenues primarily related to cancellation fees, vacation protection insurance and pre- and post-cruise tours and fees for operating certain port facilities.
−Removed: Amounts also include revenues related to our bareboat charter, procurement and management related services we perform on behalf of our unconsolidated affiliates.
+Added: Amounts also include revenues related to procurement and management related services we perform on behalf of our unconsolidated affiliates.
Refer to Note 7 .
2 unchanged sentences
For the years ended December 31, 2022, 2021 and 2020, our guests were sourced from the following areas:
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Year Ended December 31,
6 unchanged sentences
Our payment terms generally require an upfront deposit to confirm a reservation, with the balance due prior to the cruise.
−Removed: Deposits received on sales of passenger cruises are initially recorded as Customer deposits in our consolidated balance sheets and subsequently recognized as passenger ticket revenues during the duration of the cruise.
−Removed: Additionally, refunds payable to guests who have elected cash refunds for cancelled sailings are recorded in Accounts Payable .
+Added: Deposits received on sales of passenger cruises are initially recorded as Customer deposits in our consolidated balance sheets and subsequently recognized as passenger ticket revenues or onboard revenues during the duration of the cruise.
ASC 606, Revenues from Contracts with Customers , defines a “contract liability” as an entity’s obligation to transfer goods or services to a customer for which the entity has received consideration from the customer.
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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Customer deposits also include deposits related to cancelled cruises prior to the election of a cash refund by guests.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: As of December 31, 2021, our customer deposit balance includes approximately $ 600.0 million of unredeemed FCCs.
−Removed: As of December 31, 2021, the expiration date of the FCCs was extended until April 2022 for sailings departing on or before December 2022.
−Removed: 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.
+Added: Customer deposits presented in our consolidated balance sheets include contract liabilities of $ 1.8 billion and $ 0.8 billion as of December 31, 2022 and December 31, 2021, respectively.
+Added: We have provided flexibility to guests with bookings on sailings cancelled due to COVID-19 by allowing guests to receive future cruise credits (“FCC”).
+Added: As of December 31, 2022, our customer deposit balance includes approximately $ 0.5 billion of unredeemed FCCs.
+Added: 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 will not be used in future periods and get recognized as breakage.
We will update our breakage analysis as future information is received.
2 unchanged sentences
As a result, we have outstanding receivables from passenger cruise contracts in those markets.
−Removed: We also have receivables from credit card merchants for cruise ticket purchases and goods and services sold to guests during cruises that are collected before, during or shortly after the cruise voyage.
+Added: We also have receivables from credit card merchants for cruise ticket purchases and goods and services sold to guests during cruises that are collected before, during or shortly after the cruise
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In addition, we have receivables due from concessionaires onboard our vessels.
These receivables are included within Trade and other receivables, net in our consolidated balance sheets.
+Added: Our credit card processors agreements require us, under certain circumstances, to maintain a reserve that can be satisfied by posting collateral.
+Added: One of our processors currently holds a portion of our customer deposits in reserve until the sailings takes place or the funds are refunded to the customer.
+Added: As of December 31, 2022, the cash reserve held by the processor was approximately $ 133.0 million and was reported within Trade and other receivables, net.
We have contract assets that are conditional rights to consideration for satisfying the construction services performance obligations under a service concession arrangement.
3 unchanged sentences
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.
−Removed: Prepaid travel advisor
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: commissions were $ 75.4 million and $ 1.1 million as of December 31, 2021 and 2020, respectively.
−Removed: 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.
−Removed: 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 assessments performed as of November 30, 2020, and November 30, 2021.
−Removed: Refer to Note 1.
−Removed: General for further information regarding COVID-19 and its impact to the Company.
−Removed: 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.
−Removed: 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.
−Removed: 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 %.
−Removed: 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.
−Removed: 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.
−Removed: Accordingly, we recognized a goodwill impairment charge of $ 576.2 million for the quarter ended March 31, 2020.
−Removed: 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.
−Removed: 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 %.
+Added: Prepaid travel advisor commissions were $ 98.4 million and $ 75.4 million as of December 31, 2022 and 2021, respectively.
+Added: Substantially all of our prepaid travel advisor commissions at December 31, 2021 were expensed and reported primarily within Commissions, transportation and other in our consolidated statements of comprehensive loss during the year ended December 31, 2022.
+Added: As of November 30, 2022, we performed our annual goodwill impairment review and determined there was no impairment for goodwill for the Silversea Cruises and Royal Caribbean International reporting units.
+Added: In respect to the Silversea Cruises reporting unit, we determined the fair value of the Silversea Cruises reporting unit exceeded its carrying value by approximately 26 %, as of November 30, 2022.
We did not perform interim impairment evaluations during the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022 as no triggering events were identified.
−Removed: 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.
−Removed: 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.
−Removed: The gradual resumption of cruise operations, as further discussed in Note 1.
−Removed: General , and possibility of further delays or suspensions create uncertainty in forecasting operating cash flows.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: As of November 30, 2021, a discounted cash flow model was used in combination with a market-based valuation approach for both reporting units.
+Added: We used a discounted cash flow model in combination with a market-based valuation approach for the Silversea reporting unit.
This requires the use of assumptions that are subject to risk and uncertainties.
−Removed: 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:
−Removed: • Forecasted net revenues, primarily the timing of returning to normalized operations, occupancy rates from existing and expected ship deliveries, and terminal growth rate;
+Added: The principal assumptions used in the discounted cash flow analyses that support our Silversea Cruises reporting unit goodwill impairment assessment consisted of:
+Added: • Forecasted revenues per available passenger cruise day;
+Added: • Occupancy rates from existing and expected ship deliveries;
+Added: • Vessel operating expenses;
+Added: • Terminal growth rate;
• Weighted average cost of capital (i.e., discount rate)
−Removed: 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, which may result in impairments to these assets in the future.
+Added: We determined the Silversea Cruises reporting unit carrying value exceeded its fair value as of March 31, 2020.
+Added: Accordingly, we recognized a goodwill impairment loss of $ 576.2 million during the quarter ended March 31, 2020.
+Added: As of November 30, 2021, we performed our annual goodwill impairment review and determined no incremental impairment losses existed.
+Added: For the Royal Caribbean International reporting unit, we performed a qualitative assessment to determine whether it was more-likely-than not that our Royal Caribbean International reporting unit's fair value was less than its carrying amount.
+Added: The qualitative analysis included assessing the impact of certain factors such as general economic conditions, limitations on accessing capital, changes in forecasted operating results, changes in fuel prices and fluctuations in foreign exchange rates.
+Added: Based on our qualitative assessment, we concluded that it was more-likely-than-not that the estimated fair value of the Royal Caribbean International reporting unit exceeded its carrying value.
+Added: We did not perform interim impairment evaluations during the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022 as no triggering events were identified.
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, 2022 and 2021 were as follows (in thousands):
3 unchanged sentences
Balance at December 31, 2020 $ 296,576 $ 4,326 $ 508,578 $ 809,480
−Removed: Impairment charge — — ( 576,208 ) ( 576,208 )
−Removed: Transfer of goodwill attributable to the 2019 purchase of photo operations onboard our ships (2) ( 2,694 ) 2,694 — —
Foreign currency translation adjustment ( 97 ) — — ( 97 )
2 unchanged sentences
Balance at December 31, 2022 $ 296,373 $ 4,326 $ 508,578 $ 809,277
−Removed: __________________________________________________
−Removed: (1) In 2018, we acquired a 66.7 % equity stake in Silversea Cruises.
−Removed: Our controlling interest purchase price allocation was final during 2019.
−Removed: In 2020, we acquired the remaining 33.3 % minority interest, making Silversea Cruises a wholly owned brand.
−Removed: Refer to Note 1.
−Removed: General for further information.
−Removed: (2) In 2019, we purchased the photo operations onboard our ships from our former concessionaire.
−Removed: The acquisition was accounted for as a business purchase combination using the purchase method of accounting which requires the use of fair value measurements.
−Removed: The business combination, including purchase transaction and assets acquired, was immaterial to our consolidated financial statements.
Intangible Assets
Intangible assets consist of finite and indefinite life assets and are reported within Other assets in our consolidated balance sheets.
−Removed: 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 assessments performed as of November 30, 2020 and November 30, 2021.
−Removed: Refer to Note 1.
−Removed: General for further information regarding COVID-19 and its impact to the Company.
−Removed: As a result of our evaluation, we determined the carrying value of the Silversea Cruises trade name exceeded its fair value as of March 31, 2020.
−Removed: Accordingly, we recognized an impairment charge of $ 30.8 million for the quarter ended March 31, 2020.
−Removed: 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.
−Removed: 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 %.
−Removed: 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, 2022, we performed our annual trade name impairment review and determined no incremental impairment losses existed at the date of this annual assessment.
We determined the fair value of the Silversea Cruises trade name exceeded its carrying value by approximately 25 % at the date of this annual assessment.
−Removed: 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.
−Removed: 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.
−Removed: The gradual resumption of cruise operations, as further discussed in Note 1.
−Removed: General , and possibility of further delays or suspensions create uncertainty in forecasting operating cash flows.
−Removed: 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.
−Removed: The principal assumptions used in the discounted cash flow analyses that support the Silversea Cruises trade name impairment assessments consisted of:
−Removed: • Forecasted net revenues, primarily the timing of returning to normalized operations, occupancy rates from existing and expected ship deliveries, and terminal growth rate;
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: We did not perform interim impairment evaluations during the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022 as no triggering events were identified.
+Added: 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, requires the use of assumptions that are subject to risk and uncertainties.
+Added: The principal assumptions used in the discounted cash flow analyses that support the Silversea Cruises trade name impairment assessment consisted of:
+Added: • Forecasted revenues per available passenger cruise day;
+Added: • Occupancy rates from existing and expected ship deliveries;
+Added: • Terminal growth rate;
• Royalty rate;
• Weighted average cost of capital (i.e., discount rate).
−Removed: The following is a summary of our intangible assets as of December 31, 2021 (in thousands, except weighted average amortization period), with Silversea Cruises' trade name representing approximately $ 318.7 million of the indefinite-lived intangible asset balance:
+Added: We determined the Silversea Cruises trade name carrying value exceeded its fair value as of March 31, 2020.
+Added: Accordingly, we recognized an impairment charge of $ 30.8 million for the quarter ended March 31, 2020.
+Added: As of November 30, 2021, we performed our annual trade name impairment review and determined no incremental impairment losses existed.
+Added: The following is a summary of our intangible assets as of December 31, 2022 (in thousands, except weighted average amortization period):
As of December 31, 2022
8 unchanged sentences
Total intangible assets, net $ 508,904 $ 51,726 $ 30,800 $ 426,378
−Removed: (1) Primarily relates to the Silversea Cruises trade name.
+Added: (1) Primarily relates to the Silversea Cruises trade name representing approximately $ 318.7 million.
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following is a summary of our intangible assets as of December 31, 2021 (in thousands, except weighted average amortization period):
9 unchanged sentences
Total intangible assets, net $ 508,904 $ 43,548 $ 30,800 $ 434,556
−Removed: (1) Primarily relates to the Silversea Cruises trade name.
+Added: (1) Primarily relates to the Silversea Cruises trade name representing approximately $ 318.7 million.
The estimated future amortization for finite-life intangible assets for each of the next five years is as follows (in thousands):
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Property and Equipment
13 unchanged sentences
We capitalized interest costs of $ 64.1 million, $ 58.8 million, and $ 59.1 million for the years ended December 31, 2022, 2021 and 2020, respectively.
−Removed: 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.
−Removed: 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.
−Removed: In January of 2022, we took delivery of Wonder of the Seas.
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: In January of 2022 and April 2022, we took delivery of Wonder of the Seas and Celebrity Beyond, respectively .
Refer to Note 8 .
−Removed: Debt for further information on the financings for Odyssey of the Seas and Wonder of the Seas and to Note 9.
−Removed: Leases on the financing for Silver Dawn .
−Removed: 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.
−Removed: Accordingly, Silver Explorer is included within Operating lease right-of use assets , Current portion of operating lease liabilities , and Long term lease liabilities in our consolidated balance sheets.
+Added: Debt for further information on the financings for Wonder of the Seas and Celebrity Beyond.
+Added: In our consolidated statement of cash flows for the year ended December 31, 2022, the acceptance of the ships and satisfaction of our obligations under the shipbuilding contract were classified as outflows and constructive disbursements within Investing Activities while the amounts novated and effectively advanced from our lenders under our previously committed financing arrangements were classified as inflows and constructive receipts within Financing Activities .
+Added: In July 2022, we purchased the Silver Endeavour for our Silversea Cruises brand for $ 277 million, including transaction fees.
+Added: The ship entered service during the fourth quarter of 2022.
+Added: For information regarding the financing of the ship, refer to Note 8 .
+Added: During 2021, we took delivery of Odyssey of the Seas and Silver Dawn.
+Added: 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.
Refer to Note 9 .
−Removed: Leases for further information.
+Added: Leases for for further information on the Silver Dawn finance lease.
Long-lived Assets impairments
We review our long-lived assets for impairment whenever events or circumstances indicate potential impairment losses exist.
−Removed: 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.
−Removed: Refer to Note 1.
−Removed: General for further information regarding COVID-19 and its impact to the Company.
−Removed: We estimated the recoverability of certain vessels using undiscounted cash flow analyses at interim dates throughout 2020 and at December 31, 2020.
−Removed: 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.
+Added: No triggering events were identified during the years ended December 31, 2022 and 2021.
+Added: During 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.
Fair value was determined based on our intended use of the identified vessels and, as such, we used a combination of discounted cash flows, replacement cost, scrap and residual value techniques to estimate fair value.
6 unchanged sentences
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.
−Removed: There were no vessel impairment charges for the year ended December 31, 2021.
−Removed: The suspension of operations, as discussed in Note 1.
−Removed: General , and the possibility of further suspensions create uncertainty in forecasting undiscounted cash flows, which are used to determine if a vessel is at risk of impairment and in estimating the fair value of our ships.
Our principal assumptions used in our undiscounted cash flows consisted of:
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: • The timing of our return to service, changes in market conditions and port or other restrictions;
−Removed: • Forecasted net revenues, primarily the timing of returning to normalized operations, and occupancy rates;
+Added: • Changes in market conditions and port or other restrictions;
+Added: • Forecasted revenues net of our most significant variable costs, which are commissions, transportation and other expenses, and onboard and other expenses;
+Added: • Occupancy rates;
• Intended use of the vessel for the remaining useful life.
−Removed: 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, which may result in additional impairments to these assets in the future.
+Added: We believe we have made reasonable estimates and judgements as part of our assessments.
+Added: A change in principal assumptions may result in a need to perform additional impairment reviews.
During the years ended December 31, 2022, 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.
−Removed: 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.
−Removed: These impairment charges were reported within Impairment and Credit Losses in our consolidated statements of comprehensive (loss) income.
+Added: We recorded property and equipment impairment charges of $ 10.2 million and $ 55.2 million, and $ 91.5 million, during the years ended December 31, 2022, 2021, and 2020, respectively, which primarily related to construction in progress assets.
+Added: These impairment charges were reported within Impairment and Credit Losses in our consolidated statements of comprehensive loss.
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A Variable Interest Entity ("VIE") is an entity in which the equity investors have not provided enough equity to finance the entity's activities or the equity investors (1) cannot directly or indirectly make decisions about the entity's activities through their voting rights or similar rights;
2 unchanged sentences
or (4) have voting rights that are not proportionate to their economic interests and the entity's activities involve or are conducted on behalf of an investor with a disproportionately small voting interest.
+Added: We hold equity interests in ventures related to our cruise operations.
+Added: We account for the majority of these investments as either an equity method investment, or a controlled subsidiary.
We have determined that TUI Cruises GmbH ("TUIC"), our 50 %-owned joint venture, which operates the brands TUI Cruises and Hapag-Lloyd Cruises, is a VIE.
We have determined that we are not the primary beneficiary of TUIC.
−Removed: 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.
+Added: We believe that the power to direct the activities that most significantly impact TUIC’s economic performance is shared between ourselves and TUI AG, our joint venture partner.
All the significant operating and financial decisions of TUIC require the consent of both parties, which we believe creates shared power over TUIC.
13 unchanged sentences
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.
−Removed: In 2020, Pullmantur Holdings and certain of its
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: 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.
+Added: 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, and on July 15, 2021, Pullmantur Holdings and certain of its subsidiaries filed for liquidation.
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 and liquidation process.
2 unchanged sentences
Property and Equipment for further discussion on the impact of the ships' sale on our consolidated financial statements.
−Removed: In addition, we recognized a loss of $ 69.0 million within Other expense in our consolidated statements of comprehensive (loss) income, during the quarter ended June 30, 2020 representing deferred currency translation adjustment losses, net of hedging, as we no longer had significant involvement in the Pullmantur operation.
+Added: In addition, we recognized a loss of $ 69.0 million within Other expense income in our consolidated statements of comprehensive (loss), during the quarter ended June 30, 2020 representing deferred currency translation adjustment losses, net of hedging, as we no longer had significant involvement in the Pullmantur operation.
During the quarter ended June 30, 2020, we entered into an agreement with Springwater Capital LLC to settle the guarantees previously issued by them and for costs that we incurred as a result of Pullmantur S.A.'s reorganization.
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.
−Removed: 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.
−Removed: 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.
+Added: The estimated total cash refunds expected to be paid to
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: 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.
+Added: These amount were recorded in Other operating and in Other (expense) income in our consolidated statements of comprehensive loss for the years ended December 31, 2021 and 2020.
We have determined that Grand Bahama Shipyard Ltd.
2 unchanged sentences
We utilize this facility, among other ship repair facilities, for our regularly scheduled drydocks and certain emergency repairs as may be required.
−Removed: 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.
−Removed: Given the impact of the COVID-19 pandemic to our business, we evaluated whether our equity method investments were other than temporarily impaired.
−Removed: During the quarter ended March 31, 2020, we performed an impairment evaluation on our investment in Grand Bahama.
−Removed: 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.
−Removed: The impairment assessment and the resulting charge on our equity method investment in Grand Bahama were determined based on management’s estimates and projections.
−Removed: 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.
+Added: In December 2022, we announced a new partnership with iCON Infrastructure Partners VI, L.P.
+Added: ("iCON"), a fund, to develop strategic cruise port infrastructure.
+Added: The proposed partnership will own, develop, and manage cruise terminal facilities and infrastructure in key ports of call, including PortMiami, and several development projects in Italy, Spain, and the U.S.
+Added: Virgin Islands.
+Added: We expect to close on the transaction in the first half of 2023.
+Added: Upon closing, PortMiami is expected to be considered a VIE for which we will be the primary beneficiary and will remain consolidated.
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 .
−Removed: As of December 31, 2021, we had exposure to credit loss in Grand Bahama consisting of a $ 11.1 million loan.
−Removed: Our loan to Grand Bahama matures March of 2026 and bears interest at LIBOR plus 3.5 % to 3.75 %, capped at 5.75 %.
−Removed: Interest payable on the loan is due on a semi-annual basis.
−Removed: 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.
−Removed: We did not receive any principal and interest payments during the year ended December 31, 2020.
−Removed: The remaining loan balance is included within Other assets in our consolidated balance sheets.
−Removed: 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.
−Removed: 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.
−Removed: 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):
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Year ended December 31,
2022 2021 2020
−Removed: Share of equity (loss) income from investments $ ( 135,469 ) $ ( 213,286 ) $ 230,980
+Added: Share of equity income (loss) from investments $ 56,695 $ ( 135,469 ) $ ( 213,286 )
Dividends received (1)
$ 1,493 $ — $ 2,215
−Removed: (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.
−Removed: There were no dividends received from TUI Cruises for the years ended December 31, 2021 and 2020, respectively.
+Added: (1) Represents dividends received from our investments accounted for under the equity method of accounting for the years ended December 31, 2022, 2021 and 2020, respectively.
The amounts included in the table above are net of tax withholdings.
8 unchanged sentences
(2) Included within Other assets in our consolidated balance sheets.
−Removed: 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).
−Removed: 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.
−Removed: These bareboat charters were terminated when Pullmantur Holdings filed for reorganization in Spain.
−Removed: We recorded the following as it relates to these services in our operating results within our consolidated statements of comprehensive income (loss) (in thousands):
−Removed: Year ended December 31,
−Removed: 2021 2020 2019
−Removed: Revenues $ 24,568 $ 21,372 $ 47,242
−Removed: Expenses $ 6,275 $ 4,986 $ 4,304
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Summarized financial information for our affiliates accounted for under the equity method of accounting was as follows (in thousands):
10 unchanged sentences
Total expenses ( 1,416,325 ) ( 897,308 ) ( 939,481 )
−Removed: Net (loss) income $ ( 218,171 ) $ ( 319,686 ) $ 478,792
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: Net income (loss) $ 122,785 $ ( 218,171 ) $ ( 319,686 )
Credit Losses
−Removed: We reviewed our notes receivable for credit losses in connection with the preparation of our financial statements.
−Removed: 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.
−Removed: Based on these credit loss estimation factors, during the year ended December 31, 2021, we recorded a loss provision of $ 43.8 million.
−Removed: 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.
−Removed: The 2021 credit loss provision also includes $ 12.6 million of other receivable balances primarily related to loans due from travel advisors.
−Removed: 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.
−Removed: The following table summarizes our credit loss allowance related to receivables for the year ended December 31, 2021 (in thousands):
+Added: We reviewed our receivables for credit losses in connection with the preparation of our financial statements for the year ended December 31, 2022.
+Added: In evaluating the 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.
+Added: Our credit loss allowance ending balances as of December 31, 2022 and 2021, primarily relate to credit losses recognized on notes receivable for the previous sale of our property and equipment of $ 81.6 million.
+Added: The following table summarizes our credit loss allowance related to receivables (in thousands):
Credit Loss Allowance
Balance at January 1, 2021 $ 85,447
−Removed: Loss provision for receivables 43,822
+Added: Credit loss (recovery), net 43,822
Write-offs ( 29,077 )
Balance at December 31, 2021 100,192
+Added: Credit loss (recovery), net ( 9,658 )
+Added: Write-offs ( 7,307 )
+Added: Balance at December 31, 2022 $ 83,227
ROYAL CARIBBEAN CRUISES LTD.
18 unchanged sentences
2024 2,744,105 2,899,342
−Removed: Unsecured UK Commercial paper 2021 — 409,319
−Removed: USD unsecured term loan 0.71 % - 3.17 %
+Added: USD unsecured term loans 5.54 % - 9.27 %
2023 - 2037 4,335,973 5,018,740
−Removed: Euro unsecured term loan 1.74 % - 2.25 %
+Added: Euro unsecured term loans 6.29 % - 6.92 %
2023 - 2028 534,589 685,633
5 unchanged sentences
Total debt, net of unamortized debt issuance costs 23,391,191 21,090,340
−Removed: Less—current portion including commercial paper ( 2,243,131 ) ( 1,371,087 )
+Added: Less—current portion ( 2,087,711 ) ( 2,243,131 )
Long-term portion $ 21,303,480 $ 18,847,209
−Removed: (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.
−Removed: (2) Includes $ 1.9 billion facility and $ 1.3 billion facility, the vast majority of which is due in 2024.
−Removed: 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 %.
+Added: (1) Interest rates based on outstanding loan balance as of December 31, 2022 and, for variable rate debt, includes either LIBOR, EURIBOR or Term SOFR plus the applicable margin.
+Added: (2) Total capacity of $ 3.0 billion, with $ 0.3 billion of undrawn capacity as of December 31, 2022.
+Added: Includes $ 1.9 billion facility and $ 1.1 billion facility, which are due April 2024 as of December 31, 2022.
+Added: Our $ 1.9 billion facility accrues interest at LIBOR plus a maximum interest rate margin of 1.30 %, which interest rate was 5.72 %, as of December 31, 2022 and is subject to a facility fee of a maximum of 0.20 %.
Our $ 1.1 billion facility accrues interest at LIBOR plus a maximum interest rate margin of 1.70 %, which interest was 6.12 % as of December 31, 2022 and is subject to a facility fee of a maximum of 0.30 %.
(3) At December 31, 2022 and 2021, the weighted average interest rate for total debt was 6.23 % and 5.47 %, respectively.
−Removed: 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.
−Removed: 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.
−Removed: Consenting lenders also received a prepayment and commitment reduction equal to 20 % of their respective outstanding advances and commitments.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: We also have agreements with our credit card processors relating to customer deposits received by us for future voyages.
−Removed: These agreements allow the credit card processors to require us, under certain circumstances, to maintain a reserve that can be
+Added: Unsecured revolving credit facilities
+Added: As of December 31, 2022, we had aggregate borrowing capacity of $ 3.0 billion under our two unsecured revolving credit facilities due April 2024, which were mostly utilized through a combination of amounts drawn and letters of credit issued under the facilities.
+Added: As of December 31, 2022, $ 0.3 billion remained undrawn under the facilities.
+Added: In January 2023, we amended and extended the majority of our two unsecured revolving credit facilities.
+Added: The amendment has extended the maturities of $ 2.3 billion of the $ 3.0 billion aggregate revolving capacity by one year to April 2025, with the remainder maturing in April 2024.
+Added: 2023 Debt financing transactions
+Added: In February 2023, we issued $ 700 million aggregate principal amount of 7.25 % senior guaranteed notes due January 2030 (" 7.25 % Priority Guaranteed Notes" and together with the 9.25 % Priority Guaranteed Notes, the "Priority Guaranteed Notes").
+Added: Upon closing, we terminated our commitment for the $ 700 million 364 -day term loan facility.
+Added: In addition, the remaining $ 350 million backstop committed financing was also terminated upon closing.
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: satisfied by posting collateral.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The maximum projected cash exposure with the processor, including amounts currently held and reported in Trade and other receivables, is approximately $ 285.0 million.
−Removed: 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.
−Removed: 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.
+Added: 2022 Debt financing transactions
+Added: 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.
+Added: Interest accrues at a fixed rate of 5.375 % per annum and is payable semi-annually in arrears.
+Added: The proceeds from the January 2022 Unsecured Notes were used to repay principal payments on debt maturing in 2022 (including to pay fees and expenses in connection with such repayments).
+Added: In January 2022, we took delivery of Wonder of the Seas.
+Added: To finance the delivery, we borrowed a total of $ 1.3 billion under a credit agreement novated to us upon delivery of the ship in January 2022, resulting in an unsecured term loan which is 100 % guaranteed by Bpifrance Assurance Export ("BpiFAE"), the official export credit agency ("ECA") of France.
+Added: The unsecured loan amortizes semi-annually over 12 years and bears interest at a fixed rate of 3.18 % per annum.
+Added: In April 2022, we took delivery of Celebrity Beyond .
+Added: To finance the delivery, we borrowed a total of € 0.7 billion or approximately $ 0.7 billion based on the exchange rate at December 31, 2022, under a credit agreement novated to us upon delivery of the ship in April 2022, resulting in an unsecured term loan which is 100 % guaranteed by BpiFAE.
+Added: The unsecured loan amortizes semi-annually over 12 years and bears interest at a fixed rate of 1.28 % per annum.
+Added: In July 2022, we purchased Silver Endeavour for our Silversea Cruises brand.
+Added: To finance the purchase, we assumed $ 277 million of debt, which is 95 % guaranteed by Euler Hermes Aktiengesellschaft (“Hermes”), the official export credit agency of Germany.
+Added: The loan amortizes semi-annually over 13 years starting in July 2024 and bears interest at a floating rate equal to SOFR plus a margin of 1.25 %.
+Added: The loan will mature in July 2037.
+Added: In August 2022, we issued $ 1.15 billion of convertible senior notes which accrue interest at 6.00 % and mature in August 2025 (the "2025 Convertible Notes").
+Added: Upon conversion election, we may deliver shares of our common stock, cash, or a combination of common stock and cash, at our election.
+Added: The initial conversion rate per $1,000 principal amount of the convertible notes is 19.9577 shares of our common stock, which is equivalent to an initial conversion price of approximately $ 50.11 per share, subject to adjustment in certain circumstances.
+Added: Prior to May 15, 2025, the convertible notes will be convertible at the option of holders during certain periods, and only under certain circumstances set forth in the 2025 Convertible Notes Indenture.
+Added: On or after May 15, 2025, the convertible notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding their maturity date.
+Added: We received gross proceeds from the offering of $ 1.15 billion, which we used to repurchase $ 800 million aggregate principal amount of our 4.25 % convertible senior notes due June 15, 2023 and $ 350 million aggregate principal amount of our 2.875 % convertible senior notes due November 15, 2023 (the "Existing Convertible Notes") in privately negotiated transactions.
+Added: The $ 1.15 billion repayment resulted in a total loss on the extinguishment of debt of $ 12.8 million, which was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive loss for the year ended December 31, 2022.
+Added: In August 2022, we issued $ 1.25 billion of senior unsecured notes which accrue interest at 11.625 % and mature in August 2027.
+Added: The net proceeds of the offering of $ 1.23 billion were used to repay debt that matured in 2022, including the $ 650 million 5.25 % unsecured senior notes due November 2022, which resulted in an immaterial loss on extinguishment of debt.
+Added: In September 2022, we amended our $ 0.6 billion unsecured term loan due October 2023.
+Added: The amendments, among other things, extend the maturity date of advances under the facilities held by consenting lenders by 12 months to October 2024.
+Added: Consenting lenders received a prepayment equal to 10 % of their respective outstanding advances.
+Added: Following this amendment, the aggregate outstanding principal balance of advances under the unsecured term loan is $ 501.6 million, with $ 30.0 million maturing in October 2023 and $ 471.6 million maturing in October 2024.
+Added: In October 2022, we issued $ 1.0 billion aggregate principal amount of 9.250 % senior guaranteed notes due 2029 (the " 9.25 % Priority Guaranteed Notes") and $ 1.0 billion aggregate principal amount of 8.250 % senior secured notes due 2029 (the " 8.25 % Secured Notes" and together with the 11.5 % Secured Notes, the "Secured Notes"), both callable in April 2025.
+Added: We used the combined net proceeds, of the respective offerings, together with cash on hand, to fund the redemption, including call premiums, fees and expenses, of our outstanding 9.125 % senior priority guaranteed notes due 2023 and 10.875 % senior secured notes due 2023, which resulted in a total loss on extinguishment of debt of $ 77.4 million, which was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive loss for the year ended December 31, 2022.
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: 2021 Debt financing transactions
In March 2021, we took delivery of Odyssey of the Seas .
5 unchanged sentences
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.
−Removed: In March 2021, we extended our binding commitment from Morgan Stanley Senior Funding Inc.
−Removed: for a $ 700.0 million term loan facility by one year .
−Removed: 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.
−Removed: Once drawn, the loan will bear interest at LIBOR plus 3.75 % and will mature 364 days from funding.
−Removed: 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.
−Removed: 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.
5 unchanged sentences
Interest accrues on the August Unsecured Notes at a fixed rate of 5.50 % per annum and is payable semi-annually in arrears.
−Removed: 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.
−Removed: 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.
−Removed: In January 2022, we took delivery of Wonder of the Seas.
−Removed: 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.
−Removed: The unsecured loan amortizes semi-annually over 12 years and bears interest at a fixed rate of 3.18 %.
−Removed: 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.
−Removed: Interest accrues on the January 2022 Unsecured Notes at a fixed rate of 5.375 % per annum and is payable semi-annually in arrears.
−Removed: The proceeds from the January 2022 Unsecured Notes will be used to repay principal payments on debt maturing in 2022.
−Removed: Pending such debt maturities, we have temporarily applied the proceeds to repay borrowings under our
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: As of December 31, 2021, the monthly-tested minimum liquidity covenant was $ 350 million for the duration of the waiver period.
−Removed: As of the date of these financial statements, we were in compliance with the applicable minimum liquidity covenant.
−Removed: Pursuant to these amendments, the restrictions on paying cash dividends and effectuating share repurchases were extended through and including the third quarter of 2022.
−Removed: 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.
−Removed: 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.
−Removed: These amendments deferred $ 1.15 billion of principal payments due between April 2021 and April 2022.
−Removed: The deferred amounts will be repayable semi-annually over a five-year period starting in April 2022.
−Removed: Pursuant to these amendments, we have agreed to implement the same liquidity covenant that applies in our non-export credit facilities.
−Removed: The amendments also provide for mandatory prepayment of the deferred amounts upon the taking of certain actions.
−Removed: 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
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: 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 (the " 11.5 % Secured Notes"), in the amount of $ 928.0 million plus accrued interest and premiums.
+Added: As of December 31, 2022, approximately $ 1.4 billion of the 11.5 % Secured Notes remains outstanding.
+Added: The repayment of the 11.5 % Secured Notes 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.
+Added: Export credit agency guarantees
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.
4 unchanged sentences
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 .
−Removed: 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.
−Removed: 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.
−Removed: Certain of our surety agreements with third party providers for the benefit of certain
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: agencies and associations that provide travel related bonds allow the surety to request collateral in the form of cash or letters of credit.
−Removed: As of December 31, 2020, we posted collateral in the amount of approximately $ 91 million.
−Removed: In March 2020, we took delivery of Celebrity Apex .
−Removed: To finance the purchase, we borrowed $ 722.2 million under a previously committed unsecured term loan which is 100 % guaranteed by BpiFrance Assurance Export, the official export credit agency of France.
−Removed: The loan amortizes semi-annually over 12 years and bears interest at a fixed rate of 3.23 % per annum.
−Removed: 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.
−Removed: The deferred amounts will be repayable starting in 2022 over a five year period.
−Removed: In March 2020, we borrowed $ 2.2 billion pursuant to a 364 -day senior secured term loan agreement.
−Removed: In May 2020, this secured term loan was increased by an additional $ 150 million through the exercise of the accordion feature.
−Removed: The increased secured term loan balance was repaid with proceeds from the $ 3.32 billion Secured Notes (as described below) issued in May 2020.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Additionally, two of our board members each purchased a participation interest equal to $ 100 million.
−Removed: The repayment of this secured term loan in May 2020 resulted in a total loss on the extinguishment of debt of $ 41.1 million, which was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss).
−Removed: In May 2020, we issued $ 3.32 billion of senior secured notes (the "Secured Notes") for net proceeds of approximately $ 3.2 billion.
−Removed: 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.
−Removed: $ 1.0 billion of the notes accrue interest at 10.875 % and mature in June of 2023 (the "2023 Secured Notes").
−Removed: The remaining $ 2.32 billion of the Secured Notes accrue interest at 11.5 % and mature in June of 2025 (the "2025 Secured Notes").
−Removed: 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.
−Removed: $ 1.66 billion of the obligations under the Secured Notes and the related guarantees are secured by first priority security interests in the collateral (which generally includes certain of our material intellectual property, a pledge of 100 % of the equity interests of certain of our vessel-owning subsidiaries , the collateral account established pursuant to the indenture governing the Secured Notes (the "Secured Notes Indenture") , mortgages on the 28 vessels owned by such subsidiaries, and an assignment of insurance and earnings in respect of such vessels, subject to permitted liens and certain exclusions and release provisions), subject to certain adjustments after the date of issuance based on our debt rating as of the date of issuance and our lien basket amount in certain of our credit facilities.
−Removed: Prior to March 1, 2023, we may, at our option, redeem some or all of the 2023 Secured Notes at 100 % of the principal amount thereof plus accrued and unpaid interest plus the applicable “make-whole premium” described in the Secured Notes Indenture.
−Removed: On or after March 1, 2023, we may, at our option, redeem some or all of the 2023 Secured Notes at a redemption price equal to 100 % of the principal amount of the 2023 Secured Notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
−Removed: Prior to June 1, 2022, we may, at our option, redeem some or all of the 2025 Secured Notes at 100 % of the principal amount plus accrued and unpaid interest plus the applicable “make-whole premium” described in the Secured Notes Indenture.
−Removed: On or after June 1, 2022, we may, at our option, redeem some or all of the 2025 Secured Notes at the applicable redemption prices set forth in the Secured Notes Indenture.
−Removed: In addition, on or prior to June 1, 2022, we may, at our option, redeem up to 40 % of the 2025 Secured Notes with the proceeds from certain equity offerings at the redemption price listed in the Secured Notes Indenture.
−Removed: 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.
−Removed: In June 2020, we issued $ 1.0 billion of senior unsecured notes which accrue interest at 9.125 % and mature in June of 2023.
−Removed: 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.
−Removed: 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.
−Removed: The maturities of the commercial paper notes can vary by note, but cannot exceed 364 days from the date of issuance.
−Removed: 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.
−Removed: 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.
−Removed: In June 2020, we issued $ 1.15 billion of convertible notes which accrue interest at 4.25 % and mature in June of 2023.
−Removed: 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
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: cash, at our discretion.
−Removed: 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.
−Removed: Prior to March 15, 2023, the convertible notes will be convertible at the option of holders during certain periods, and only under the following conditions:
−Removed: • during any calendar quarter after September 30, 2020, if the last reported sale price per share of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day;
−Removed: • the trading price per $1,000 principal amount of notes is less than 98 % of the product of the last reported sale price per share of our common stock and the conversation rate for ten consecutive trading days (in which case the notes are convertible at any time during the five business day period following the 10 consecutive trading day period);
−Removed: • if we call the notes for a tax redemption;
−Removed: • upon the occurrence of specified corporate events.
−Removed: On or after March 15, 2023, the convertible notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding their maturity date.
−Removed: 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.
−Removed: 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.
−Removed: We recognized the equity component by ascribing the difference between the proceeds and the fair value of the convertible notes' debt component to Paid-in-capital and the corresponding debt discount will be amortized to interest expense over the term of the convertible notes using the straight-line method, which approximates the effective interest method.
−Removed: The fair value of the convertible notes' debt component was determined utilizing a present value calculation.
−Removed: Debt issuance costs on the convertible notes were allocated to the debt and equity components in proportion to the allocation of proceeds to those components.
−Removed: We incurred total debt issue costs of $ 33.1 million on the issuance of the debt and allocated $ 6.2 million to Paid-in-capital .
−Removed: Debt issuance costs attributable to debt will be amortized to interest expense over the term of the convertible notes.
−Removed: In October 2020, we issued $ 575 million of senior convertible notes which accrue interest at 2.875 % and mature in November of 2023.
−Removed: 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.
−Removed: 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.
−Removed: Prior to August 15, 2023, the convertible notes will be convertible at the option of holders during certain periods, and only under the following conditions:
−Removed: • during any calendar quarter after December 31, 2020, if the last reported sale price per share of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day;
−Removed: • the trading price per $1,000 principal amount of notes is less than 98 % of the product of the last reported sale price per share of our common stock and the conversation rate for ten consecutive trading days (in which case the notes are convertible at any time during the five business day period following the ten consecutive trading day period);
−Removed: • if we call the notes for a tax redemption;
−Removed: • upon the occurrence of specified corporate events.
−Removed: On or after August 15, 2023, the convertible notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding their maturity date.
−Removed: 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.
+Added: Debt covenants
+Added: Our export credit facilities and our non-export credit facilities have an outstanding principal amount of approximately $ 12.1 billion as of December 31, 2022.
+Added: These facilities, as well as certain of our credit card processing agreements, contain covenants that require us, among other things, to maintain a fixed charge coverage ratio, limit our net debt-to-capital ratio, maintain minimum liquidity, and under certain facilities, to maintain a minimum stockholders' equity.
+Added: In July 2022, we amended our non-export-credit facilities and export credit facilities, and certain credit card processing agreements.
+Added: Among other things, the amendments modified 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 (through the September 30, 2022 for non export and through December 31, 2022 for export facilities) and continuing through the end of 2025 and the amount of minimum stockholders' equity required to be maintained through 2025.
+Added: The amendments continued to impose a monthly-tested minimum liquidity covenant of $ 350.0 million, which in the case of the non-export credit facilities terminated at the end of the waiver period (with the exception of the Revolver which was amended in January 2023 to include the minimum liquidity through April 2025) and in the case of the export credit facilities terminates either in July 2025, or when we pay off all deferred amounts, whichever is earlier.
+Added: In addition, the amendments to the non-export credit facilities continued to place restrictions on paying cash dividends and effectuating share repurchases through the end of the third quarter of 2022, while the export credit facility amendments require us to prepay any deferred amounts
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: 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.
−Removed: We recognized the equity component by ascribing the difference between the proceeds and the fair value of the convertible notes' debt component to Paid-in-capital and the corresponding debt discount will be amortized to interest expense over the term of the convertible notes using the straight-line method, which approximates the effective interest method.
−Removed: The fair value of the convertible notes' debt component was determined utilizing a present value calculation.
−Removed: Debt issuance costs on the convertible notes were allocated to the debt and equity components in proportion to the allocation of proceeds to those components.
−Removed: We incurred total debt issue costs of $ 10.1 million on the issuance of the debt and allocated $ 1.8 million to Paid-in-capital .
−Removed: Debt issuance costs attributable to debt will be amortized to interest expense over the term of the convertible notes.
−Removed: The net carrying value of the liability component of the convertible notes was as follows:
+Added: if we elect to pay dividends or complete share repurchases.
+Added: As of December 31, 2022, we were in compliance with our debt covenants and we estimate we will be in compliance for the next twelve months.
+Added: The net carrying value of the convertible notes was as follows:
(in thousands) As of December 31, 2022 As of December 31, 2021
Principal $ 1,725,000 $ 1,725,000
−Removed: Unamortized debt discount and transaction costs 188,764 312,117
+Added: Unamortized debt issuance costs 24,110 188,764
$ 1,700,890 $ 1,536,236
2 unchanged sentences
Contractual interest expense $ 75,519 $ 65,406
−Removed: Amortization of debt discount and transaction costs 118,566 52,518
+Added: Amortization of debt issuance costs 16,145 118,566
$ 91,664 $ 183,972
−Removed: In October 2020, we took delivery of Silver Moon .
−Removed: To finance the purchase, Silversea Cruise Holding Ltd., our wholly owned subsidiary, borrowed $ 300 million under a previously committed unsecured term loan facility, guaranteed by us, to pay a portion of the ship's contract price.
−Removed: The loan is due and payable at maturity in June 2028, provided however, that each lender may elect to cause us to repay the outstanding amount of any advances held by such lender on June 2026 upon 90 days advance notice.
−Removed: The loan amortizes semi-annually starting six months after funding, with 1/24th of the outstanding principal payable every six months and the balance payable upon maturity.
−Removed: Interest on the loan currently accrues at LIBOR plus 2.00 %.
−Removed: During 2020, we amended certain export-credit backed ship debt facilities to benefit from a 12-month debt amortization deferral (the "Debt Deferral").
−Removed: Under the Debt Deferral, deferred debt amortization of approximately $ 0.9 billion will be paid over a period of 4 years after the 12-month deferral period.
−Removed: The Debt Deferral was offered by certain export credit agencies as a result of the current impact to cruise-line borrowers as a result of COVID-19.
−Removed: During the first quarter of 2021, we further amended our export-credit backed ship debt facilities and deferred an additional $ 0.8 billion of principal payments due under these export facilities between April 2021 and March 2022.
−Removed: The new amounts being deferred are scheduled to be repaid over a five year period starting in April 2022.
−Removed: Under certain of our agreements, the contractual interest rate, facility fee and/or export credit agency fee vary with our debt rating.
−Removed: 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-.
−Removed: This downgrade had no impact on the terms of the notes.
−Removed: 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):
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: Following is a schedule of annual maturities on our total debt including finance leases, as of December 31, 2022 for each of the next five years (in thousands):
+Added: Year As of December 31, 2022 (1)
2023 $ 2,090,457
4 unchanged sentences
Thereafter 7,157,001
+Added: (1) Debt denominated in other currencies is calculated based on the applicable exchange rate at December 31, 2022.
+Added: (2) In January 2023, we amended and extended $ 2.3 billion of our two unsecured revolving credit facilities by one year from April 2024 to April 2025.
Operating leases
−Removed: Our operating leases primarily relate to preferred berthing arrangements, real estate and shipboard equipment and are included within Operating lease right-of-use assets, and Long-term operating lease liabilities with the current portion of the liability included within Current portion of operating lease liabilities in our consolidated balance sheet as of December 31, 2021.
+Added: Our operating leases primarily relate to preferred berthing arrangements, real estate and shipboard equipment and are included within Operating lease right-of-use asset s and Long-term operating lease liabilities, with the current portion of the liability included within Current portion of operating lease liabilities in our consolidated balance sheets as of December 31, 2022 and 2021.
Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet.
3 unchanged sentences
For some of our real estate leases and berthing agreements, we do have the option to extend our current lease term.
−Removed: For those lease agreements with renewal options, the renewal periods for real estate leases range from one to 10 years and the renewal periods for berthing agreements range from one year to 20 years.
+Added: For those lease agreements with renewal options, the renewal periods for real estate leases range from one to 10 years and the renewal periods for berthing agreements range from one to 20 years.
Generally, we do not include renewal options as a component of our present value calculation for berthing agreements.
1 unchanged sentence
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.
−Removed: Upon purchase of the terminal lease in July 2021, the underlying asset was recorded as a leasehold improvement within Property and equipment, net .
−Removed: 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.
+Added: Upon purchase of the terminal
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: in July 2021, the underlying asset was recorded as a leasehold improvement within Property and equipment, net .
+Added: Our July 2021 purchase of PortMiami 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.
5 unchanged sentences
However, for berthing agreements, we account for the lease and non-lease components as a single lease component.
−Removed: Commencing in 2016 when we sold our 51 % interest in the Pullmantur brand to Pullmantur Holdings, and continuing through the quarter ended June 30, 2020, we bareboat chartered to Pullmantur Holdings the vessels operated by the Pullmantur brand.
−Removed: On June 22, 2020, Pullmantur S.A., a subsidiary of Pullmantur Holdings, filed for reorganization in Spain, at which time we terminated these bareboat charters.
−Removed: Other Assets for further discussion of Pullmantur Holdings.
−Removed: We accounted for the bareboat charters of these vessels as operating leases for which we were the lessor.
Finance Leases
−Removed: Silversea Cruises operates the Silver Dawn under a finance lease.
−Removed: 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.
−Removed: 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.
+Added: Our finance leases primarily relate to buildings and surrounding land located at our Miami headquarters, and our Silver Dawn and Silver Whisper ships.
+Added: Finance leases are included within Property, and Equipment , net, and Long-term debt with the current portion of the liability included within Current portion of long-term debt in our consolidated balance sheets as of December 31, 2022 and 2021.
+Added: The Company's master lease agreement (“Master Lease”) with Miami-Dade County related to the buildings and surrounding land located at our Miami headquarters, has been classified as a finance lease in accordance with ASC 842, Leases .
+Added: In January 2022, we executed a modification to the Master Lease to extend the expiration of the lease from 2072 to 2074.
+Added: Subsequently, in December 2022 we amended the lease to further extend its expiration from 2074 to 2076 after coming to an agreement with Miami-Dade County on the financing plans for the continued development of the buildings and surrounding land at our Miami headquarters.
+Added: The Master Lease continues to include the two five-year options to extend the lease.
+Added: We continue to consider the probability of exercising the two five-year options as reasonably certain.
+Added: The modifications of the Master Lease did not change the classification of the lease.
+Added: The total aggregate amount of the finance lease liabilities recorded for this Master Lease was $ 55.5 million and $ 127.0 million as of December 31, 2022 and December 31, 2021, respectively.
+Added: Silversea Cruises operates Silver Dawn under a sale-leaseback agreement with a bargain purchase option at the end of the 15 year lease term.
+Added: Due to the bargain purchase option at the end of the lease term in 2036 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.
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: The carrying amount of the ship is reported within Property and Equipment, net in our Consolidated Balance Sheet as of December 31, 2021.
−Removed: The ship has a useful life and residual value of 30 years and 15 %, respectively.
−Removed: 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.
+Added: The total aggregate amount of finance lease liabilities recorded for this ship was $ 264.8 million and $ 283.7 million as of December 31, 2022 and December 31, 2021, respectively.
+Added: The lease payments on the Silver Dawn are subject to adjustments based on the LIBOR rate.
Silversea Cruises operates Silver Whisper under a finance lease.
−Removed: 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.
−Removed: Additionally, certain scheduled payments have been deferred and are reflected in Long-term debt in our Consolidated Balance Sheet as of December 31, 2021.
+Added: The finance lease for Silver Whisper will expire in 2023, subject to an option to purchase the ship, which we expect to exercise.
The total aggregate amount of finance lease liabilities recorded for this ship was $ 8.9 million and $ 24.1 million at December 31, 2022 and December 31, 2021, respectively.
The lease payments on the Silver Whisper are subject to adjustments based on the LIBOR rate.
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Supplemental balance sheet information for leases was as follows (in thousands):
17 unchanged sentences
Total lease liabilities $ 954,098 $ 1,075,923
−Removed: The components of lease expense were as follows (in thousands):
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: The components of lease costs were as follows (in thousands):
Consolidated Statement of Comprehensive Income (Loss) Classification Year ended December 31, 2022 Year ended December 31, 2021 Year ended December 31, 2020
7 unchanged sentences
In addition, certain of our berth agreements include variable lease costs based on the number of passengers berthed.
−Removed: 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).
+Added: During the twelve months ended December 31, 2022, we had $ 66.2 million of variable lease costs recorded within Commission, transportation and other in our consolidated statement of comprehensive loss.
+Added: 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 loss.
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Weighted average of the remaining lease terms and weighted average discount rates are as follows:
12 unchanged sentences
Financing cash flows from finance leases $ 48,199 $ 23,522 $ 19,778
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of December 31, 2022, maturities related to lease liabilities were as follows (in thousands):
9 unchanged sentences
Present value of lease liabilities $ 602,766 $ 351,332
−Removed: Operating lease payments do not include any costs related to options to extend lease terms as none are reasonably certain of being exercised.
Right-of-use assets impairments
1 unchanged sentence
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.
−Removed: For the year ended December 31, 2021, there were no impairments to right-of-use assets.
+Added: For the years ended December 31, 2022 and December 31, 2021, there were no impairments to right-of-use assets.
Shareholders' Equity
+Added: On January 1, 2022, we adopted ASU 2020-06 using the modified retrospective approach to recognize our convertible notes as single liability instruments.
+Added: As a result of the adoption of this pronouncement, the cumulative effect to Shareholders' equity was
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: a reduction of $ 161.4 million.
+Added: For further information regarding the entry recorded and the adoption of ASU 2020-06 , refer to Note 2 .
+Added: Summary of Significant Accounting Policies.
Common Stock Issued
1 unchanged sentence
We received net proceeds of $ 1.5 billion from the sale of our common stock, after deducting the estimated offering expenses payable by us.
−Removed: 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.
−Removed: We received net proceeds of $ 557.4 million from the sale of our common stock, after deducting the underwriters’ discount and the estimated offering expenses payable by us.
−Removed: During December 2020, we issued 13.0 million shares of common stock, par value $ 0.01 per share, at an average price of $ 76.65 per share.
−Removed: We received net proceeds of $ 994.6 million after deducting the underwriters’ discount and the estimated offering expenses payable by us.
−Removed: Of the total proceeds, $ 868.6 million was received as of December 31, 2020 and the remainder was received in January of 2021.
Dividends Declared
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Accordingly, we did not declare a dividend from the second quarter of 2020.
−Removed: 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.
−Removed: Common Stock Repurchase Program
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: 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.
−Removed: 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.
−Removed: Effective in the first quarter of 2021, the agreement with our lenders to suspend stock repurchases is extended through the third quarter of 2022.
+Added: We did not declare any dividends during the years ended December 31, 2022 and December 31, 2021.
+Added: During this period, we were restricted under certain of our credit facilities from paying dividends while waivers to the financial covenants within such facilities were in effect.
+Added: While the waivers have now expired, in the event we declare a dividend, we will need to repay the principal amounts deferred under our export credit facilities.
Stock-Based Employee Compensation
1 unchanged sentence
The 2008 Equity Plan, as amended, provides for the issuance of up to 10,083,570 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).
−Removed: 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.
+Added: 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, measured as of the grant date, which together with cash compensation paid to such director for such calendar year, would exceed $ 750,000 .
Options and restricted stock units outstanding as of December 31, 2022, generally vest in equal installments over four years from the date of grant.
1 unchanged sentence
With certain limited exceptions, awards are forfeited if the recipient ceases to be an employee before the shares vest.
−Removed: Prior to 2012, our officers received a combination of stock options and restricted stock units.
−Removed: Beginning in 2012, our officers instead receive their long-term incentive awards through a combination of performance share units and restricted stock units.
+Added: We have not issued stock options since 2016, and all stock options have been exercised as of December 31, 2021.
+Added: Stock option expense for the years ended December 31, 2022, 2021 and 2020, are not material.
+Added: Our officers receive their long-term incentive awards through a combination of performance share units and restricted stock units.
Each performance share unit award is expressed as a target number of performance share units based upon the fair market value of our common stock on the date the award is issued.
1 unchanged sentence
In 2022, we issued a target number of 209,020 performance share units, which will vest approximately three years following the award issue date.
−Removed: 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.
−Removed: 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.
+Added: The performance payout of these grants will be based on return on the Company's invested capital ("ROIC"), earnings per share ("EPS"), leverage and certain Environmental, Social, and Governance metrics ("ESG") for the year ended December 31, 2024, as may be adjusted by the Talent and Compensation Committee of our board of directors in early 2025 for events that are outside of management's control.
+Added: 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.
The restricted stock awards are subject to both performance and time-based vesting criteria while the restricted stock units are subject only to time-based vesting criteria.
2 unchanged sentences
The actual number of shares that vest (not to exceed 200 % of the shares) will be determined based upon the Company's achievement of a specified performance target range.
−Removed: In 2021, we issued 350,996 restricted stock awards, representing 200 % of the target number of shares underlying the award, all of which are considered issued and outstanding from the date of issuance, however;
−Removed: grantees will only retain those shares earned as the result of the Company achieving the performance goals during the measurement period.
−Removed: 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.
−Removed: On January 24, 2018, the Company issued a one-time bonus award for all non-officer employees.
−Removed: These awards vested, in equal installments, over the 3 years following the award issue date.
−Removed: For shoreside eligible employees, awards were issued as equity-settled restricted stock units.
−Removed: As of December 31, 2020, these awards have fully vested.
+Added: In 2022, we issued 171,240 restricted stock awards, representing 200 % of the target number of shares underlying the award, all of which are considered issued and outstanding from the date of issuance;
+Added: however, grantees will only retain those shares earned as the result of the Company achieving the performance goals during the measurement period.
+Added: The performance payout of the 2022 awards will be based on the Company's ROIC, EPS, leverage and certain ESG metrics for the year ended December 31, 2024, as may be adjusted by the Talent and Compensation Committee of our board of directors in early 2025 for events that are outside of management's control.
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
We also provide an Employee Stock Purchase Plan ("ESPP") to facilitate the purchase by employees of up to 2,800,000 shares of common stock in the aggregate.
2 unchanged sentences
During the years ended December 31, 2022, 2021 and 2020, 171,279 , 136,480 and 184,936 shares of our common stock were purchased under the ESPP at a weighted-average price of $ 44.01 , $ 70.95 and $ 48.08 , respectively.
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Total compensation expense recognized for employee stock-based compensation for the years ended December 31, 2022, 2021 and 2020 was as follows (in thousands):
3 unchanged sentences
Total compensation expense $ 36,116 $ 63,638 $ 39,780
−Removed: The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model.
−Removed: The estimated fair value of stock options, less estimated forfeitures, is amortized over the vesting period using the graded-vesting method.
−Removed: We did not issue any stock options during the years ended December 31, 2021, 2020 and 2019.
−Removed: Stock option activity and information about stock options outstanding are summarized in the following table:
−Removed: Stock Option Activity Number of
−Removed: Options Weighted-
−Removed: Price Weighted-
−Removed: Term Aggregate
−Removed: (years) (in thousands)
−Removed: Outstanding at January 1, 2021 49,647 $ 46.18 0.11 $ 1,355
−Removed: Granted — — — —
−Removed: Exercised ( 49,647 ) $ 46.18 — —
−Removed: Canceled — $ — — —
−Removed: Outstanding at December 31, 2021 — $ — — $ —
−Removed: Vested at December 31, 2021 — $ — — $ —
−Removed: Options Exercisable at December 31, 2021 — $ — — $ —
−Removed: ___________________________________________________________________
−Removed: (1) The intrinsic value represents the amount by which the fair value of stock exceeds the option exercise price.
−Removed: The total intrinsic value of stock options exercised during the years ended December 31, 2021, 2020 and 2019 was $ 1.3 million, $ 1.5 million and $ 8.1 million, respectively.
−Removed: 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.
−Removed: 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.
11 unchanged sentences
As of December 31, 2022, we had $ 38.2 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 1.13 years.
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Performance share units are converted into shares of common stock upon vesting on a one -for-one basis.
11 unchanged sentences
Non-vested share units as of December 31, 2022 553,047 $ 85.93
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The weighted-average estimated fair value of performance share units granted during the years ended December 31, 2021 and 2020 was $ 84.83 and $ 95.81 respectively.
The total fair value of shares released on the vesting of performance share units during the years ended December 31, 2022, 2021 and 2020 was $ 5.2 million, $ 5.6 million and $ 24.6 million, respectively.
−Removed: As of December 31, 2021, we had $ 14.8 million of total unrecognized compensation expense, net of estimated forfeitures, related to performance share unit grants, which will be recognized over the weighted-average period of 1.51 year.
−Removed: The shares underlying our restricted stock awards to age and service eligible senior officers are issued as of the grant date in an amount equal to 200 % of the target number of shares.
−Removed: Following the vesting date, the restrictions will lift with respect to the number of shares for which the performance criteria was met and any excess shares will be canceled.
−Removed: Dividends will accrue on the issued restricted shares during the vesting period, but will not be paid to the recipient until the awards vest and the final number of shares underlying the award is determined, at which point, the dividends will be paid in cash only on the earned shares.
+Added: As of December 31, 2022, we had $ 8.6 million of total unrecognized compensation expense, net of estimated forfeitures, related to performance share unit grants, which will be recognized over the weighted-average period of 1.22 years.
We estimate the fair value of each restricted stock award when the grant is authorized and the related service period has commenced.
14 unchanged sentences
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Loss) Earnings Per Share
−Removed: A reconciliation between basic and diluted earnings per share is as follows (in thousands, except per share data):
+Added: Loss Per Share
+Added: A reconciliation between basic and diluted loss per share is as follows (in thousands, except per share data):
Year Ended December 31,
2022 2021 2020
−Removed: Net (Loss) Income attributable to Royal Caribbean Cruises Ltd.
−Removed: for basic and diluted (loss) earnings per share $ ( 5,260,499 ) $ ( 5,797,462 ) $ 1,878,887
+Added: Net Loss attributable to Royal Caribbean Cruises Ltd.
+Added: for basic and diluted loss per share $ ( 2,155,962 ) $ ( 5,260,499 ) $ ( 5,797,462 )
Weighted-average common shares outstanding 255,011 251,812 214,335
−Removed: Dilutive effect of stock-based awards — — 525
Diluted weighted-average shares outstanding 255,011 251,812 214,335
−Removed: Basic (loss) earnings per share $ ( 20.89 ) $ ( 27.05 ) $ 8.97
−Removed: Diluted (loss) earnings per share $ ( 20.89 ) $ ( 27.05 ) $ 8.95
+Added: Basic loss per share $ ( 8.45 ) $ ( 20.89 ) $ ( 27.05 )
+Added: Diluted loss per share $ ( 8.45 ) $ ( 20.89 ) $ ( 27.05 )
+Added: Basic loss per share is computed by dividing Net loss attributable to Royal Caribbean Cruises Ltd.
+Added: by the weighted-average number of common stock outstanding during each period.
+Added: Diluted loss per share incorporates the incremental shares issuable upon the assumed exercise of stock options and conversion of potentially dilutive securities.
+Added: If we have a net loss for the period, all potential common shares will be considered antidilutive, resulting in the same basic and diluted net loss per share amounts for those periods.
There were approximately 31,027,815 , 504,250 and 282,118 antidilutive shares for the years ended December 31, 2022, 2021 and 2020, respectively.
−Removed: There were no antidilutive shares for the year ended December 31, 2019.
−Removed: 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.
+Added: Effective January 1, 2022, ASU 2020-06 eliminated the treasury stock method and instead required the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share when instruments may be settled in cash or shares.
+Added: Under the if-converted method, shares related to our convertible notes, to the extent dilutive, are assumed to be converted into common stock at the beginning of the reporting period.
+Added: The required use of the if-converted method for our convertible notes did not impact our diluted loss per share for the year ended December 31, 2022 as the if-converted calculation was antidilutive for the period.
+Added: For further information regarding the adoption of ASU 2020-06, refer to Note 2 .
+Added: Summary of Significant Accounting Policies.
Retirement Plan
13 unchanged sentences
Income from activities not considered qualifying activities, which we do not consider significant, remains subject to United-Kingdom corporate income tax.
−Removed: 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.
−Removed: 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.
+Added: For the year ended December 31, 2022, we had an income tax expense of approximately $ 4.2 million primarily driven by income tax from our non-US operations and items not qualifying under Section 883.
+Added: For the years ended December 31, 2021 and 2020 we had an income tax benefit of approximately $ 45.2 million and $ 15.0 million, respectively 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) .
In addition, all interest expense and penalties related to income tax liabilities are classified as income tax expense within Other income (expense) .
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For a majority of our subsidiaries, we do not expect to incur income taxes on future distributions of undistributed earnings.
4 unchanged sentences
We have provided a valuation allowance for approximately $ 23.7 million of these NOLs.
−Removed: $ 11.6 million of the NOLs are subject to expire between 2022 and 2033.
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: $ 6.3 million of the NOLs deferred tax assets relate to NOLs which are subject to expiration between 2023 and 2041.
Our deferred tax assets and deferred tax liabilities and corresponding valuation allowances related to our operations were not material as of December 31, 2022 and 2021.
2 unchanged sentences
A valuation allowance is recorded in those circumstances in which we conclude it is not more-likely-than-not we will recover the deferred tax assets prior to their expiration.
−Removed: Changes in Accumulated Other Comprehensive Income (Loss)
+Added: Changes in Accumulated Other Comprehensive (Loss) Income
The following table presents the changes in accumulated other comprehensive loss by component for the years ended December 31, 2022, 2021 and 2020 (in thousands):
14 unchanged sentences
Accumulated comprehensive loss at December 31, 2022 $ ( 638,011 ) $ ( 7,921 ) $ 2,718 $ ( 643,214 )
−Removed: The following table presents reclassifications out of accumulated other comprehensive loss for the years ended December 31, 2021, 2020 and 2019 (in thousands):
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: The following table presents reclassifications out of accumulated other comprehensive loss for the years ended December 31, 2022, 2021 and 2020 (in thousands):
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into (Loss) Income
3 unchanged sentences
Foreign currency forward contracts ( 17,085 ) ( 15,359 ) ( 14,679 ) Depreciation and amortization expenses
−Removed: Foreign currency forward contracts ( 2,797 ) ( 7,315 ) ( 5,080 ) Other income (expense)
−Removed: Fuel swaps ( 409 ) 3,549 ( 1,292 ) Other income (expense)
+Added: Foreign currency forward contracts ( 2,703 ) ( 2,797 ) ( 7,315 ) Other (expense) income
+Added: Fuel swaps ( 360 ) ( 409 ) 3,549 Other (expense) income
Fuel swaps 195,361 41,037 ( 35,407 ) Fuel
6 unchanged sentences
Total reclassifications for the period $ 159,263 $ ( 24,630 ) $ ( 150,230 )
−Removed: 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.
+Added: 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, 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.
22 unchanged sentences
(5) Consists of unsecured revolving credit facilities, senior notes, term loans and convertible notes.
−Removed: These amounts do not include our finance lease obligations or commercial paper.
+Added: These amounts do not include our finance lease obligations.
Other Financial Instruments
−Removed: The carrying amounts of accounts receivable, accounts payable, accrued interest, accrued expenses and commercial paper approximate fair value as of December 31, 2021 and 2020.
+Added: The carrying amounts of accounts receivable, accounts payable, accrued interest, and accrued expenses approximate fair value as of December 31, 2022 and 2021.
Assets and liabilities that are recorded at fair value have been categorized based upon the fair value hierarchy.
19 unchanged sentences
(3) Inputs that are unobservable.
−Removed: No Level 3 inputs were used in fair value measurements of Other financial instruments as of December 31, 2021 and December 31, 2020
−Removed: (4) Consists of foreign currency forward contracts, interest rate swaps and fuel swaps.
+Added: No Level 3 inputs were used in fair value measurements of other financial instruments as of December 31, 2022 and 2021
+Added: (4) Consists of foreign currency forward contracts, interest rate and fuel swaps.
Refer to the "Fair Value of Derivative Instruments" table for breakdown by instrument type.
−Removed: (5) Consists of foreign currency forward contracts, interest rate swaps and fuel swaps.
+Added: (5) Consists of foreign currency forward contracts, interest rate and fuel swaps.
Refer to the "Fair Value of Derivative Instruments" table for breakdown by instrument type.
2 unchanged sentences
Nonfinancial Instruments Recorded at Fair Value on a Nonrecurring Basis
−Removed: The following tables presents information about the Company’s nonfinancial instruments recorded at fair value on a nonrecurring basis (in thousands):
+Added: Nonfinancial instruments include items such as goodwill, indefinite-lived intangible assets, long-lived assets, right-of-use assets and equity method investments that are measured at fair value on a nonrecurring basis when events and circumstances indicate the carrying value is not recoverable.
+Added: The following table presents information about the Company’s nonfinancial instruments recorded at fair value on a nonrecurring basis (in thousands):
Fair Value Measurements at December 31, 2022
2 unchanged sentences
Total — — — $ 10,186
−Removed: (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.
+Added: (1) Amount is primarily composed of construction in progress assets that were impaired during the year ended December 31, 2022 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.
−Removed: Fair Value Measurement at December 31, 2020
+Added: 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)
−Removed: Silversea Goodwill(1) 508,578 508,578 508,578 576,208
−Removed: Indefinite-life intangible asset(2) 318,700 318,700 318,700 30,800
Long-lived assets — — — $ 55,213
−Removed: Right-of-use assets(4) 67,265 67,265 67,265 65,909
−Removed: Equity-method investments(5) — — — 39,735
Total — — — $ 55,213
−Removed: ___________________________________________________________________________________________________
+Added: (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.
+Added: The impairments were calculated based on orderly liquidation values.
+Added: The fair value of these assets was estimated as of the date the assets were last impaired.
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (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.
−Removed: 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;
−Removed: and (ii) weighted average cost of capital (i.e., discount rate).
−Removed: The probability-weighted discounted cash flow model used our most current projected operating results for the upcoming fiscal year as a base.
−Removed: 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.
−Removed: We assigned a probability to each revenue and expense scenario.
−Removed: We discounted the projected cash flows using rates specific to the Silversea Cruises' reporting unit based on its weighted-average cost of capital, which was determined to be 12.75 %.
−Removed: The fair value of Silversea Cruises’ goodwill was estimated as of March 31, 2020, the date the asset was last impaired.
−Removed: (2) Amount represents the Silversea Cruises trade name which makes up the majority of our indefinite-life intangible assets, totaling $ 321.5 million.
−Removed: 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 %.
−Removed: 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;
−Removed: (ii) the royalty rate of ' 3.0 %;
−Removed: and (iii) weighted average cost of capital (i.e., discount rate).
−Removed: The fair value of the Silversea Cruises trade name was estimated as of March 31, 2020, the date the asset was last impaired.
−Removed: (3) Impairments primarily relate to certain vessels during 2020.
−Removed: In addition, certain construction in progress projects generated impairments during 2020.
−Removed: 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.
−Removed: For the vessels impaired during the quarter ended June 30, 2020, we estimated the fair value of the vessels using a modified market approach based on the carrying values and orderly liquidation values of the vessels.
−Removed: For the vessels impaired during the quarter ended December 31, 2020, we estimated the fair value of the three Azamara vessels using a market approach.
−Removed: A significant input in performing the fair value assessments for these vessels was management's expected use of the vessels, which takes into consideration forecasted operating results.
−Removed: During the quarter ended September 30, 2020 and quarter ended December 31, 2020, construction in progress assets were impaired due to a reduction in scope or the decision to not complete the projects.
−Removed: The impairment was calculated based on orderly liquidation values.
−Removed: The fair value of these assets was estimated as of the date the asset was last impaired.
−Removed: (4) Impairments to our right-of-use assets relate to certain of our berthing arrangements and a ship operating lease.
−Removed: We estimated the fair value of the berthing arrangements using estimated projected discounted cash flows and the fair value of the ship operating lease was estimated using a market approach.
−Removed: The fair value of the berthing arrangements was estimated as of March 31, 2020, the date these assets were last impaired.
−Removed: A significant input in performing the fair value assessments for these assets was our expected passenger headcount.
−Removed: The fair value of the ship operating lease was estimated as of December 31, 2020, the date this asset was last impaired, and significant inputs in performing the fair value assessment using the market approach for this asset were the expected rate of return and remaining lease payments.
−Removed: (5) We estimated the fair value of our other than temporarily impaired equity-method investments using a discounted cash flow model.
−Removed: A significant input in performing the fair value assessments for these assets was forecaste d operating results for these investments.
−Removed: The fair value of these equity-method investments was estimated as of March 31, 2020, the date these assets were last impaired.
−Removed: For further information on our equity method investments, refer to Note 7 .
−Removed: Other Assets.
Master Netting Agreements
4 unchanged sentences
See Credit Related Contingent Features for further discussion on contingent collateral requirements for our derivative instruments.
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: 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):
22 unchanged sentences
Total $ ( 135,608 ) $ 105,228 $ — $ ( 30,380 ) $ ( 200,541 ) $ 67,995 $ 44,411 $ ( 88,135 )
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Concentrations of Credit Risk
11 unchanged sentences
We achieve this by closely matching the notional amount, term and conditions of the derivative instrument with the underlying risk being hedged.
−Removed: Although certain of our derivative
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: 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.
+Added: 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.
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.
6 unchanged sentences
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.
−Removed: 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.
+Added: In certain hedges of our net investment in foreign operations and investments, we exclude forward points from the assessment of hedge effectiveness and 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.
4 unchanged sentences
High effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the changes in the fair values of the derivative instrument and the hedged item.
−Removed: If it is determined that a derivative is not highly effective as a hedge or hedge accounting is discontinued, any change in fair value of the derivative since the last date at which it was determined to be effective is recognized in earnings.
+Added: If it is determined that a derivative is not highly effective as a hedge or hedge accounting is discontinued, any change in fair value of the derivative since the last date at which it was determined to be highly effective is recognized in earnings.
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.
1 unchanged sentence
Cash flows from derivative instruments not designated as hedging instruments are classified as investing activities.
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
We consider the classification of the underlying hedged item’s cash flows in determining the classification for the designated derivative instrument’s cash flows.
3 unchanged sentences
Our exposure to market risk for changes in interest rates primarily relates to our debt obligations including future interest payments.
−Removed: At December 31, 2021 and 2020, approximately 65.7 % and 64.5 %, respectively, of our debt was effectively fixed.
+Added: At December 31, 2022 and 2021, approximately 75.0 % and 65.7 %, respectively, of our debt was effectively fixed-rate debt.
We use interest rate swap agreements to modify our exposure to interest rate movements and to manage our interest expense.
1 unchanged sentence
We use interest rate swap agreements that effectively convert a portion of our fixed-rate debt to a floating-rate basis to manage this risk.
−Removed: At December 31, 2021, we maintained interest rate swap agreements on the following fixed-rate debt instruments:
−Removed: Debt Instrument Swap Notional as of December 31, 2021 (In thousands) Maturity Debt Fixed Rate Swap Floating Rate:
−Removed: LIBOR plus All-in Swap Floating Rate as of December 31, 2021
−Removed: Unsecured senior notes 650,000 November 2022 5.25 % 3.63 % 3.79 %
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: These interest rate swap agreements are accounted for as fair value hedges.
−Removed: Market risk associated with our long-term floating rate debt is the potential increase in interest expense from an increase in interest rates.
−Removed: We use interest rate swap agreements that effectively convert a portion of our floating-rate debt to a fixed-rate basis to manage this risk.
+Added: During the quarter ended September 30, 2022, we redeemed our 5.25 % senior unsecured notes due 2022 in full and terminated the related interest rate swap agreements, which resulted in the dedesignation of the fair value hedges and recognition of an immaterial loss representing the fair value hedge carrying amount adjustment on these notes.
+Added: At December 31, 2022, there were no interest rate swap agreements for fixed-rate debt instruments.
+Added: We use interest rate swap agreements that effectively convert a portion of our floating-rate debt to a fixed-rate basis to manage the risk of increasing interest rates.
At December 31, 2022, we maintained interest rate swap agreements on the following floating-rate debt instruments:
21 unchanged sentences
These interest rate swap agreements are accounted for as cash flow hedges.
−Removed: The notional amount of interest rate swap agreements related to outstanding debt and our current unfunded financing arrangements as of December 31, 2021 and 2020 was $ 2.9 billion and $ 3.4 billion, respectively.
+Added: The notional amount of interest rate swap agreements related to outstanding debt as of December 31, 2022 and 2021 was $ 1.9 billion and $ 2.9 billion, respectively.
Foreign Currency Exchange Rate Risk
6 unchanged sentences
Commitments and Contingencies , for further information on our ships on order.
−Removed: At December 31, 2021 and 2020, approximately 59.0 % and 66.3 %, respectively, of the aggregate cost of the ships under construction was exposed to fluctuations in the Euro exchange rate.
+Added: At December 31, 2022 and 2021, approximately 52.3 % and 59.0 %, respectively, of the aggregate cost of the ships under construction was exposed to
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: fluctuations in the Euro exchange rate.
Our foreign currency forward contract agreements are accounted for as cash flow or net investment hedges depending on the designation of the related hedge.
On a regular basis, we enter into foreign currency forward contracts and, from time to time, we utilize cross-currency swap agreements and collar options to minimize the volatility resulting from the remeasurement of net monetary assets and liabilities denominated in a currency other than our functional currency or the functional currencies of our foreign subsidiaries.
−Removed: During the year ended December 31, 2021, we maintained an average of approximately $ 483.2 million of these foreign currency forward contracts.
+Added: During the year ended December 31, 2022, we maintained an average of approximately $ 1.1 billion of these foreign currency forward contracts.
These instruments are not designated as hedging instruments.
−Removed: For the years ended December 31, 2021, 2020 and 2019, changes in the fair value of the foreign currency forward contracts resulted in gains (losses) of $( 30.9 ) million, $( 19.0 ) million and $ 1.4 million, respectively, which offset gains (losses) arising from the remeasurement of monetary assets and liabilities denominated in foreign currencies in those same years of $ 24.3 million, $( 1.5 ) million and $ 0.4 million, respectively.
−Removed: These amounts were recognized in earnings within Other income (expense) in our consolidated statements of comprehensive income (loss).
−Removed: We consider our investments in our foreign operations to be denominated in relatively stable currencies and of a long-term nature.
−Removed: As of December 31, 2021, we maintained a foreign currency forward contract and designated it as a hedge of a portion of our
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: net investments in TUI Cruises of € 245.0 million, or approximately $ 278.6 million based on the exchange rate at December 31, 2021.
−Removed: This forward currency contract matures in April 2022.
+Added: For the years ended December 31, 2022, 2021 and 2020, changes in the fair value of the foreign currency forward contracts resulted in losses of $( 101.8 ) million, $( 30.9 ) million and $( 19.0 ) million, respectively, which offset gains (losses) arising from the remeasurement of monetary assets and liabilities denominated in foreign currencies in those same years of $ 93.0 million, $ 24.3 million and $( 1.5 ) million, respectively.
+Added: These amounts were recognized in earnings within Other (expense) income in our consolidated statements of comprehensive loss.
The notional amount of outstanding foreign exchange contracts, excluding the forward contracts entered into to minimize remeasurement volatility, as of December 31, 2022 and 2021 was $ 2.9 billion and $ 3.4 billion, respectively.
Non-Derivative Instruments
−Removed: We also address the exposure of our investments in foreign operations by denominating a portion of our debt in our subsidiaries' and investments' functional currencies and designating it as a hedge of these subsidiaries and investments.
+Added: We consider our investments in our foreign operations to be denominated in relatively stable currencies and of a long-term nature.
+Added: We address the exposure of our investments in foreign operations by denominating a portion of our debt in our subsidiaries' and investments' functional currencies and designating it as a hedge of these subsidiaries and investments.
We had designated debt as a hedge of our net investments primarily in TUI Cruises of € 433.0 million, or approximately $ 461.9 million, as of December 31, 2022.
4 unchanged sentences
Our fuel swap agreements are generally accounted for as cash flow hedges.
−Removed: 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.
+Added: 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 (expense) income 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 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.
−Removed: 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.
−Removed: 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) .
+Added: Prior suspension of our cruise operations due to the COVID-19 pandemic and our gradual resumption of cruise operations 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) .
−Removed: 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.
+Added: During the year ended December 31, 2022, we did not discontinue cash flow hedge accounting on any of our fuel swap agreements.
+Added: Changes in the fair value of fuel swaps for which cash flow hedge accounting was discontinued are currently recognized in Other (expense) income for 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 .
−Removed: Refer to Risk Factors in Part 1, Item 1A.
−Removed: for further discussion on risks related to the COVID-19 pandemic.
At December 31, 2022, we have hedged the variability in future cash flows for certain forecasted fuel transactions occurring through 2023.
5 unchanged sentences
2023 825,651 249,050
−Removed: 2023 249,050 82,400
ROYAL CARIBBEAN CRUISES LTD.
4 unchanged sentences
2023 50 % 15 %
−Removed: 2023 15 % 5 %
−Removed: Fuel Swap Agreements
−Removed: As of December 31, 2021 As of December 31, 2020
−Removed: (metric tons)
−Removed: Not designated as hedges:
−Removed: 231,900 14,650
−Removed: (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.
−Removed: 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.
−Removed: 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.
+Added: At December 31, 2022, there was $ 7.9 million of estimated unrealized net loss associated with our cash flow hedges pertaining to fuel swap agreements that is expected to be reclassified to earnings from Accumulated other comprehensive loss within the next twelve months when compared to $ 23.8 million of estimated unrealized net loss at December 31, 2021.
Reclassification is expected to occur as the result of fuel consumption associated with our hedged forecasted fuel purchases.
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The fair value and line item caption of derivative instruments recorded within our consolidated balance sheets were as follows (in thousands):
17 unchanged sentences
Derivatives not designated as hedging instruments under ASC 815-20
−Removed: Foreign currency forward contracts
−Removed: Derivative financial Instruments — — Derivative financial instruments — 160
−Removed: Foreign currency forward contracts
−Removed: Other assets — — Other long-term liabilities — —
Fuel swaps Derivative financial instruments — 8,430 Derivative financial instruments — 3,264
4 unchanged sentences
___________________________________________________________________
−Removed: (1) Accounting Standard Codification 815-20 " Derivatives and Hedging."
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: The location and amount of gain or (loss) recognized in income on fair value and cash flow hedging relationships were as follows (in thousands)
−Removed: Year Ended December 31, 2021 Year Ended December 31, 2020
−Removed: Fuel Expense Depreciation and Amortization Expenses Interest Income (Expense) Other Income (Expense) Fuel Expense Depreciation and Amortization Expenses Interest Income (Expense) Other Income (Expense)
−Removed: Total amounts of income and expense line items presented in the statement of financial performance in which the effects of fair value or cash flow hedges are recorded $ 385,322 $ 1,292,878 $( 1,274,980 ) $ 20,284 $ 371,015 $ 1,279,254 $( 823,202 ) $( 137,085 )
−Removed: The effects of fair value and cash flow hedging:
−Removed: Gain or (loss) on fair value hedging relationships in Subtopic 815-20
−Removed: Interest contracts
−Removed: Hedged items n/a n/a $ 11,083 — n/a n/a $( 18,813 ) $ —
−Removed: Derivatives designated as hedging instruments n/a n/a $( 1,349 ) — n/a n/a $ 23,819 $ —
−Removed: Gain or (loss) on cash flow hedging relationships in Subtopic 815-20
−Removed: Interest contracts
−Removed: Amount of gain or (loss) reclassified from accumulated other comprehensive loss into income n/a n/a $( 43,185 ) n/a n/a n/a $( 25,267 ) n/a
−Removed: Commodity contracts
−Removed: Amount of gain or (loss) reclassified from accumulated other comprehensive loss into income $ 41,037 n/a n/a $( 409 ) $( 35,407 ) n/a n/a $ 3,549
−Removed: Foreign exchange contracts
−Removed: Amount of gain or (loss) reclassified from accumulated other comprehensive loss into income n/a $( 15,359 ) n/a $( 2,797 ) n/a $( 14,679 ) n/a $( 7,315 )
−Removed: Year Ended December 31, 2019
−Removed: Fuel Expense Depreciation and Amortization Expenses Interest Income (Expense) Other Income (Expense)
−Removed: Total amounts of income and expense line items presented in the statement of financial performance in which the effects of fair value or cash flow hedges are recorded $ 697,962 $ 1,245,942 $( 381,568 ) $( 24,513 )
−Removed: The effects of fair value and cash flow hedging:
−Removed: Gain or (loss) on fair value hedging relationships in Subtopic 815-20
−Removed: Interest contracts
−Removed: Hedged items n/a n/a $( 23,464 ) $ —
−Removed: Derivatives designated as hedging instruments n/a n/a $ 16,607 $ —
−Removed: Gain or (loss) on cash flow hedging relationships in Subtopic 815-20
−Removed: Interest contracts
−Removed: Amount of gain or (loss) reclassified from accumulated other comprehensive loss into income n/a n/a $( 4,289 ) n/a
−Removed: Commodity contracts
−Removed: Amount of gain or (loss) reclassified from accumulated other comprehensive loss into income $ 29,929 n/a n/a $( 1,292 )
−Removed: Foreign exchange contracts
−Removed: Amount of gain or (loss) reclassified from accumulated other comprehensive loss into income n/a $( 14,063 ) n/a $( 5,080 )
+Added: (1) Subtopic 815-20 “ Hedging-General ” under ASC 815.
ROYAL CARIBBEAN CRUISES LTD.
10 unchanged sentences
Derivatives and related Hedged Items under ASC 815-20 Fair Value Hedging Relationships Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020
−Removed: Interest rate swaps Interest expense (income), net of interest capitalized $ ( 1,349 ) $ 23,819 $ 16,607 $ 11,083 $ ( 18,813 ) $ ( 23,464 )
+Added: Interest rate swaps Interest expense, net of interest capitalized $ ( 3,569 ) $ ( 1,349 ) $ 23,819 $ 4,534 $ 11,083 $ ( 18,813 )
$ ( 3,569 ) $ ( 1,349 ) $ 23,819 $ 4,534 $ 11,083 $ ( 18,813 )
5 unchanged sentences
The effect of derivative instruments qualifying and designated as cash flow hedging instruments on the consolidated financial statements was as follows (in thousands):
−Removed: Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
−Removed: Derivatives under ASC 815-20 Cash Flow Hedging Relationships Year Ended December 31, 2021 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
−Removed: Interest rate swaps $ 45,572 $ ( 112,960 ) $ ( 72,732 ) Interest expense $ ( 43,185 ) $ ( 25,267 ) $ ( 4,289 )
−Removed: Foreign currency forward contracts ( 203,129 ) 130,426 ( 148,881 ) Depreciation and amortization expenses ( 15,359 ) ( 14,679 ) ( 14,063 )
−Removed: Foreign currency forward contracts — — — Other income (expense) ( 2,797 ) ( 7,315 ) ( 5,080 )
−Removed: Fuel swaps — — — Other income (expense) ( 409 ) 3,549 ( 1,292 )
−Removed: Fuel swaps 140,890 ( 58,575 ) 75,505 Fuel 41,037 ( 35,407 ) 29,929
+Added: Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative
+Added: Derivatives under ASC 815-20 Cash Flow Hedging Relationships Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020
+Added: Interest rate swaps $ 165,377 $ 45,572 $ ( 112,960 )
+Added: Foreign currency forward contracts ( 145,832 ) ( 203,129 ) 130,426
+Added: Fuel swaps 151,495 140,890 ( 58,575 )
$ 171,040 $ ( 16,667 ) $ ( 41,109 )
1 unchanged sentence
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: The table below represents amounts excluded from the assessment of effectiveness for our net investment hedging instruments for which the difference between changes in fair value and periodic amortization is recorded in accumulated other comprehensive income (loss) (in thousands):
+Added: The table below represents amounts excluded from the assessment of effectiveness for our net investment hedging instruments for which the difference between changes in fair value and periodic amortization is recorded in accumulated other comprehensive loss (in thousands):
Gain (Loss) Recognized in Income (Net Investment Excluded Components) Year Ended December 31, 2022
17 unchanged sentences
on Derivative Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020
−Removed: Foreign currency forward contracts Other income (expense) $ ( 30,903 ) $ ( 18,961 ) $ 1,356
−Removed: Fuel swaps Fuel — — ( 37 )
−Removed: Fuel swaps Other income (expense) 33,720 ( 102,740 ) 112
+Added: Foreign currency forward contracts Other (expense) income $ ( 101,837 ) $ ( 30,903 ) $ ( 18,961 )
+Added: Fuel swaps Other (expense) income ( 108 ) 33,720 ( 102,740 )
$ ( 101,945 ) $ 2,817 $ ( 121,701 )
5 unchanged sentences
As of December 31, 2022, our senior unsecured debt credit rating was B by Standard & Poor's and B3 by Moody's.
−Removed: 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.
−Removed: We expect that we will not need to provide additional collateral under these agreements in the next twelve months.
+Added: As of December 31, 2022, five of our interest rate derivative hedges had reached their fifth-year anniversary;
+Added: however, the net market value for these derivative hedges were in a net asset position, and accordingly, we were not required to post any collateral as of such date.
ROYAL CARIBBEAN CRUISES LTD.
3 unchanged sentences
Our future capital commitments consist primarily of new ship orders.
−Removed: 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.
−Removed: 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.
+Added: As of December 31, 2022, we had one Oasis-class ship 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 22,500 berths.
+Added: As of December 31, 2022, we had one Edge-class ship on order for our Celebrity brand with an aggregate capacity of approximately 3,250 berths.
Additionally as of December 31, 2022, we had two ships on order with an aggregate capacity of approximately 1,460 berths for our Silversea Cruises brand.
5 unchanged sentences
The first and second Evolution-class ships will each have a capacity of approximately 730 berths.
+Added: 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 $ 187.3 million based on the exchange rate at December 31, 2022.
+Added: 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.
In December 2019, we entered into a credit agreement for the unsecured financing of the sixth Oasis-class ship for up to 80 % of the ship’s contract price through a facility to be guaranteed 100 % by BpiFrance Assurance Export, the official export credit agency of France.
5 unchanged sentences
In December 2019, we entered into a credit agreement for the unsecured financing of the third Icon-class ship for up to 80 % of the ship’s contract price.
−Removed: Finnvera plc, the official export credit agency of Finland, has agreed to guarantee 95 % of the substantial majority of the financing, with a smaller portion of the financing to be 95 % guaranteed by Euler Hermes, the official German export credit agency.
+Added: Finnvera plc, the official export credit agency of Finland, has agreed to guarantee 95 % of the substantial majority of the financing, with a smaller portion of the financing to be 95 % guaranteed by Euler Hermes.
The maximum loan amount under the facility is not to exceed the United States dollar equivalent of € 1.4 billion, or approximately $ 1.5 billion based on the exchange rate at December 31, 2022.
3 unchanged sentences
The third Icon-class ship will have a capacity of approximately 5,600 berths
−Removed: During 2017, we entered into credit agreements for the unsecured financing of the two Icon-class ships for up to 80 % of each ship’s contract price.
−Removed: For each ship, the official Finnish export credit agency, Finnvera plc, has agreed to guarantee 100 % of a substantial majority of the financing to the lenders, with a smaller portion of the financing to be 95 % guaranteed by Euler Hermes, the official German export credit agency.
+Added: During 2017, we entered into credit agreements for the unsecured financing of the first two Icon-class ships for up to 80 % of each ship’s contract price.
+Added: For each ship, Finnvera plc, has agreed to guarantee 100 % of a substantial majority of the financing to the lenders, with a smaller portion of the financing to be 95 % guaranteed by Euler Hermes.
The maximum loan amount under each facility is not to exceed € 1.4 billion, or approximately $ 1.5 billion, based on the exchange rate at December 31, 2022.
2 unchanged sentences
The first and second Icon-class ships will each have a capacity of approximately 5,600 berths.
−Removed: During 2017, we entered into credit agreements for the unsecured financing of the third and fourth Edge-class ships and the fifth Oasis-class ship for up to 80 % of each ship’s contract price through facilities to be guaranteed 100 % by Bpifrance Assurance Export, the official export credit agency of France.
−Removed: Under these financing arrangements, we have the right, but not the obligation, to satisfy the obligations to be incurred upon delivery and acceptance of each ship under the shipbuilding contract by assuming, at delivery and acceptance, the debt indirectly incurred by the shipbuilder during the construction of each ship.
−Removed: The maximum loan amount under each facility is not to exceed € 684.2 million in the case of the third Edge-class ship and the United States dollar equivalent of € 714.6 million and € 1.1 billion in the case of the fourth Edge-class ship and fifth Oasis-class ship, or approximately $ 812.7 million and $ 1.3 billion, respectively, based on the exchange rate at December 31, 2021.
−Removed: The loans will amortize semi-annually and will mature 12 years following delivery of each ship.
−Removed: Interest on the loans will
+Added: During 2017, we entered into credit agreements for the unsecured financing of the fourth Edge-class ship for up to 80 % of the ship’s contract price through facilities to be guaranteed 100 % by Bpifrance Assurance Export.
+Added: Under these financing arrangements, we have the right, but not the obligation, to satisfy the obligations to be incurred upon delivery and acceptance of the ship under the shipbuilding contract by assuming, at delivery and acceptance, the debt indirectly incurred by the shipbuilder during the construction of the ship.
+Added: The maximum loan amount under the facility is not to exceed the United States dollar
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: 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.
−Removed: The third and fourth Edge-class ships, each of which will have a capacity of approximately 3,250 berths.
−Removed: The fifth Oasis-class ship will have a capacity of approximately 5,700 berths.
+Added: equivalent of € 714.6 million or approximately $ 762.2 million based on the exchange rate at December 31, 2022.
+Added: The loan will amortize semi-annually and will mature 12 years following delivery of the ship.
+Added: Interest on the loan will accrue at a fixed rate of 3.18 %.
+Added: The fourth Edge-class ships will have a capacity of approximately 3,250 berths.
Our future capital commitments consist primarily of new ship orders.
−Removed: 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, 2022, 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:
1 unchanged sentence
Royal Caribbean International —
−Removed: Wonder of the Seas Chantiers de l’Atlantique 1st Quarter 2022 5,700
−Removed: Unnamed Chantiers de l’Atlantique 2nd Quarter 2024 5,700
−Removed: Icon of the Seas Meyer Turku Oy 3rd Quarter 2023 5,600
+Added: Utopia of the Seas Chantiers de l’Atlantique 2nd Quarter 2024 5,700
+Added: Icon of the Seas Meyer Turku Oy 4th Quarter 2023 5,600
Unnamed Meyer Turku Oy 2nd Quarter 2025 5,600
1 unchanged sentence
Celebrity Cruises —
−Removed: Celebrity Beyond Chantiers de l’Atlantique 2nd Quarter 2022 3,250
Celebrity Ascent Chantiers de l’Atlantique 4th Quarter 2023 3,250
2 unchanged sentences
Silver Nova Meyer Werft 2nd Quarter 2023 730
−Removed: Unnamed Meyer Werft 2nd Quarter 2024 730
+Added: Silver Ray Meyer Werft 2nd Quarter 2024 730
TUI Cruises (50% joint venture) —
3 unchanged sentences
Total Berths 38,310
−Removed: We took delivery of Wonder of the Seas in January of 2022.
In addition, as of December 31, 2022, 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: As of December 31, 2022, 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 $ 9.8 billion, of which we had deposited $ 831.6 million.
Approximately 52.3 % of the aggregate cost was exposed to fluctuations in the Euro exchange rate at December 31, 2022.
1 unchanged sentence
Fair Value Measurements and Derivative Instruments for further information.
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As previously reported, two lawsuits were filed against us in August 2019 in the U.S.
3 unchanged sentences
The plaintiffs seek all available statutory remedies, including the value of the expropriated property, plus interest, treble damages, attorneys’ fees and costs.
−Removed: In the Havana Docks Action, we and the plaintiff have filed motions for summary judgment, which were heard by the Court in January 2022.
−Removed: The Havana Docks Action is scheduled for trial on May 23, 2022.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: We are routinely involved in claims, typical within the travel and tourism industry.
+Added: The Court dismissed the Port of Santiago Action with prejudice on the basis that the plaintiff acquired his interest in the Port of Santiago after the enactment of the Helms-Burton Act.
+Added: In November 2022, the United States Court of Appeals for the 11th Circuit affirmed the Court's dismissal of the lawsuit.
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: In the Havana Docks Action, the Court entered final judgment in December 2022 in favor of the plaintiff and awarded damages and attorneys' fees to the plaintiff in the aggregate amount of approximately $ 112 million.
+Added: We have appealed the judgment to the United States Court of Appeals for the 11th Circuit and the plaintiff has cross-appealed with regards to the interest calculation used for purposes of determining damages.
+Added: We believe we have meritorious grounds for and intend to vigorously pursue our appeal.
+Added: During the fourth quarter of 2022, we recorded a charge of approximately $ 130.0 million to Other (expense) income within our consolidated statements of comprehensive loss related to the Havana Docks Action, including post-judgment interest and related legal defense costs and bonding fees.
+Added: In addition, we are routinely involved in claims typical within the cruise vacation industry.
The majority of these claims are covered by insurance.
11 unchanged sentences
Thereafter 455,858
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: Restructuring Charges
−Removed: In April 2020, we reduced our US shoreside workforce by approximately 23 % through permanent layoffs.
−Removed: We incurred severance costs of $ 28.0 million during the year ended December 31, 2020.
−Removed: 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):
−Removed: Beginning Balance January 1, 2021 Accruals Payments Ending Balance December 31, 2021 Cumulative Charges Incurred
−Removed: Termination benefits $ 4,257 $ 682 $ 4,626 $ 313 $ 28,635
−Removed: Total $ 4,257 $ 682 $ 4,626 $ 313 $ 28,635
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.