Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Share Repurchases
The following table provides information about our repurchase of common stock during the quarter ended March 31, 2023.
There were no repurchases of common stock during the quarter ended March 31, 2023. In the event we repurchase shares of our common stock, we will need to repay the amounts deferred under our export credit facilities as part of the principal amortization deferrals agreed with our lenders during 2020 and 2021.
Period Total number of shares purchased (1)
Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs
January 1, 2023 - January 31,2023 — — — —
February 1, 2023 - February 28, 2023 229,740 5.24 — —
March 1, 2023 - March 31, 2023 — — — —
Total 229,740 5.24 — —
(1) Includes shares related to employee stock plans; primarily 213,313 performance shares issued that did not vest as the performance criteria was not met and were repurchased at par value of $0.01 per share. Additionally, shares were withheld by us to cover withholding taxes due at the election of certain holders.
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Item 6. Exhibits
10.1 Transition and Separation Agreement, dated as of March 31, 2023, by and between Lisa Lutoff-Perlo and Celebrity Cruises, Inc.
10.2 Form of Performance Shares Agreement pursuant to the 2008 Equity Incentive Plan, as amended and restated
10.3 Form of Performance Shares Agreement (Vesting into Retirement) pursuant to the 2008 Equity Incentive Plan, as amended and restated
10.4 Form of Restricted Stock Unit Agreement for Non-Employee Directors pursuant to the 2008 Equity Incentive Plan, as amended and restated
10.5 Form of Restricted Stock Unit Agreement pursuant to the 2008 Equity Incentive Plan, as amended and restated
10.6 Form of Restricted Stock Unit Agreement (Vesting into Retirement) pursuant to the 2008 Equity Incentive Plan, as amended and restated
31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1 Certifications of the Chief Executive Officer and the Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code**
** Furnished herewith
Interactive Data File
101 The following financial statements of Royal Caribbean Cruises Ltd. for the period ended March 31, 2023, formatted in iXBRL (Inline extensible Reporting Language) are filed herewith:
(i) the Consolidated Statements of Comprehensive Loss for the quarters and three months ended March 31, 2023 and 2022;
(ii) the Consolidated Balance Sheets at March 31, 2023 and December 31, 2022;
(iii) the Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022; and
(iv) the Notes to the Consolidated Financial Statements, tagged in summary and detail.
104 Cover page interactive data file (the cover page XBRL tags are embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ROYAL CARIBBEAN CRUISES LTD.
(Registrant)
/s/ NAFTALI HOLTZ
Naftali Holtz
Chief Financial Officer
May 4, 2023 (Principal Financial Officer and duly authorized signatory)
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