What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-21 compared with 2023-02-23 · 573 added, 626 removed, 1408 unchanged (46% of the section changed)

15 unchanged sentences

Other Information

During the quarter ended December 31, 2023, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as such term is defined in Item 408 of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

36 unchanged sentences

4.2 Description of the Company's Securities *

10-K 4.1 12/31/2020

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

36 unchanged sentences

8-K 10.1 7/28/2017

10.12 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

8-K 10.2 7/28/2017

10.13 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

8-K 10.3 7/28/2017

10.14 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

3 unchanged sentences

8-K 10.1 10/17/2017

Icon 2 Hull No.

S-1401 Credit Agreement, dated as of October 11, 2017, between Royal Caribbean Cruises Ltd., as the Borrower, the Lenders from time to time party thereto, KfW IPEX-Bank GmbH, as Hermes Agent, Facility Agent, Documentation Agent and Initial Mandated Lead Arranger and BNP Paribas Fortis SA/NV as Finnvera Agent

8-K 10.2 10/17/2017

Amendment No.

2 unchanged sentences

10-Q 10.11 6/30/2018

10.15 Icon 2 Hull No.

8-K 10.2 10/17/2017

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

10.18 Amendment No.

7 unchanged sentences

8-K 10.1 3/23/2020

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

10.21 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.

10 unchanged sentences

10.24 First Supplemental Agreement relating to Hull No.

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

10.4 5/21/2020

10.25 First Supplemental Agreement relating to Hull No.

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

10-Q 10.5 5/21/2020

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

10.26 F irst 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

13 unchanged sentences

10-Q 10.16 8/10/2020

10.31 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.

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

10-Q 10.10 11/4/2020

10.32 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.

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

10-Q 10.11 11/4/2020

10.33 Supplemental Agreement in relation to certain amendments in connection with Silversea Cruise Holding Ltd.

2 unchanged sentences

10-Q 10.12 11/4/2020

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

10.34 Supplemental Agreement in relation to certain amendments in connection with Silversea Cruise Holding Ltd.

2 unchanged sentences

10-Q 10.13 11/4/2020

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

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

6 unchanged sentences

10-K 10.72 12/31/2020

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

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

10-K 10.73 12/31/2020

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

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

10-K 10.74 12/31/2020

10.39 Supplemental Agreement relating to Hull No.

13 unchanged sentences

8-K 10.4 2/18/2021

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

Amendment No.

1 unchanged sentence

8-K 10.5 2/18/2021

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

10.45 Amendment No.

22 unchanged sentences

8-K 10.2 3/19/2021

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

10.53 Amendment No.

1 unchanged sentence

8-K 10.3 3/19/2021

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

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

1 unchanged sentence

10-Q 10.1 9/30/2021

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

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

10-Q 10.2 9/30/2021

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

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

10-Q 10.3 9/30/2021

10.57 Fourth Supplemental Agreement relating to Hull No.

13 unchanged sentences

8-K 10.14 12/28/2021

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

10.62 Amendment No.

10 unchanged sentences

8-K 10.20 12/28/2021

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

10.66 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

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

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

8-K 10.22 12/28/2021

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

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

8-K 10.23 12/28/2021

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

10-K 10.142 12/31/2021

Hull L34 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., SMBC Bank International plc, Citibank Europe plc, and the banks and financial institutions as lender parties thereto

10-Q 10.1 3/31/2022

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

10.71 Amendment No.

9 unchanged sentences

10-Q 10.9 6/30/2022

10.74 Amendment Agreement in connection with the Credit Agreement in respect of Hull L34, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, Citibank Europe PLC UK Branch, Citibank N.A.

London Branch, SMBC Bank International PLC, and the other banks and financial institutions listed therein.

10-Q 10.10 6/30/2022

10.75 Amendment Agreement in connection with the Credit Agreement in respect of Hull M34 at Chantiers de L’Atlantique S.A., dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., Houatorris Finance Limited, the lenders party thereto, Citibank Europe PLC UK Branch, Citicorp Trustee Company Limited, Citibank N.A.

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

10-Q 10.11 6/30/2022

10.76 Amendment No.

10 unchanged sentences

10-Q 10.15 6/30/2022

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

10.80 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.

1 unchanged sentence

10-Q 10.16 6/30/2022

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

10.81 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.

2 unchanged sentences

10.82 Amendment No.

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.

10-Q 10.18 6/30/2022

10.68 Amendment No.

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.

8 unchanged sentences

10.86 $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

10-K 10.72 12/31/2022

10.87 $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.

10-K 10.73 12/31/2022

10.88 Amendment No.

6 in connection with the Credit Agreement in respect of Hull S-719 dated as of June 21, 2023, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent and the banks and financial institutions listed therein as lenders.

10-Q 10.1 6/30/2023

10.89 Amendment Agreement in connection with the Credit Agreement in respect of “Symphony of the Seas” (ex Hull B34), dated as of June 30, 2023, between the Company, Citibank N.A.

London Branch as ECA agent, Citibank Europe plc UK Branch as facility agent, and the banks and financial institutions listed therein as mandated lead arrangers and the banks and financial institutions listed therein as lenders.

10-Q 10.2 6/30/2023

Amendment No.

8 in connection with the Credit Agreement in respect of “Spectrum of the Seas” – Hull S-700, dated as of June 30, 2023, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent and the banks and financial institutions listed therein as mandated lead arrangers and the banks and financial institutions listed therein as lenders .

10-Q 10.3 6/30/2023

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

10.91 Amendment No.

9 in connection with the Credit Agreement in respect of “Odyssey of the Seas” – Hull S-713, dated as of June 30, 2023, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, the banks and financial institutions listed therein as mandated lead arrangers and the banks and financial institutions listed therein as lenders.

10-Q 10.4 6/30/2023

10.92 Amendment Agreement in connection with the Credit Agreement in respect of Celebrity Apex (ex hull no.

K34), dated as of June 30, 2023, between the Company, Citibank N.A., London Bank, 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 mandated lead arrangers and the banks and financial institutions listed therein as lenders.

10-Q 10.5 6/30/2023

10.93 Amendment Agreement in connection with the Credit Agreement in respect of “Wonder of the Seas” (ex Hull C34), dated as of June 30, 2023, between the Company, Citibank N.A., London Bank, 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 mandated lead arrangers and the banks and financial institutions listed therein as lenders.

10-Q 10.6 6/30/2023

10.94 Amendment Agreement in connection with the Credit Agreement in respect of Hull No.

A35 dated as of June 30, 2023, between the Company, Palmeraie Finance Limited, Citibank Europe PLC UK Branch, Citicorp Trustee Company Limited, Citibank N.A.

London Branch, HSBC Continental Europe, the banks and financial institutions listed therein as mandated lead arrangers and the banks and financial institutions listed therein as lenders.

10-Q 10.7 6/30/2023

10.95 Amendment Agreement in connection with the Credit Agreement in respect of Hull No.

M34, dated as of June 30, 2023, between the Company, Citibank N.A., London Bank, as global coordinator, SMBC Bank International plc as ECA agent and mandated lead arrangers, Citibank Europe plc, UK Branch as facility agent and the banks and financial institutions listed therein as lenders.

10-Q 10.8 6/30/2023

10.96 Amended and Restated Credit Agreement, dated October 4, 2023, by and among the Company, the various financial institutions as are or shall be parties thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lender parties (and as successor to The Bank of Nova Scotia).

10.1 10/11/2023

10.97 Amended and Restated Credit Agreement, dated October 4, 2023, by and among the Company, the various financial institutions as are or shall be parties thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lender parties (and as successor to Nordea Bank ABP, New York Branch)

10.2 10/11/2023

10.98 Amendment No.

5 in connection with the Credit Agreement in respect of “ICON 3” – Hull 1402, dated as of August 11, 2023, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, and the banks and financial institutions listed therein as lenders.

10.1 9/30/2023

Amendment No.

7 in connection with the Credit Agreement in respect of “ICON 1” – Hull 1400, dated as of September 5, 2023, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, BNP Paribas Fortis SA/NV as Finnvera agent, the banks and financial institutions listed therein as mandated lead arrangers and lenders.

10.2 9/30/2023

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

Novation Agreement relating to a Secured Credit Facility Agreement for Hull No.

N34 ( Celebrity Xcel), dated December 22, 2023, by and among the Company and the banks and financial institu t ions listed therein *

Royal Caribbean Cruises Ltd.

3 unchanged sentences

8-K 10.1 6/3/2022

10.76 Form of 2008 Equity Incentive Plan Restricted Stock Unit Agreement— Executive Officer Grants †

10-K 10.23 12/31/2013

10.77 Form of 2008 Equity Incentive Plan Restricted Stock Unit Agreement— Executive Officer Grants (Non-Vesting Into Retirement) †

10-Q 10.7 9/30/2017

10.78 Form of 2008 Equity Incentive Plan Restricted Stock Unit Agreement—Director Grants †

10-K 10.31 12/31/2010

10.79 Form of 2008 Equity Incentive Plan Performance Shares Agreement †

10-K 10.27 12/31/2014

10.80 Form of 2008 Equity Incentive Plan Performance-Based Restricted Shares Agreement †

10-K 10.26 12/31/2015

10.103 T ransition and Separation Agreement, dated as of March 31, 2023, by and between Lisa Lutoff-Perlo and Celebrity Cruises Inc.

10.1 3/31/2023

10.104 F orm of Performance Shares Agreement pursuant to the 2008 Equity Incentive Plan, as amended and restated †

10.2 3/31/2023

10.105 Form of Performance Shares Agreement (Vesting into Retirement) pursuant to the 2008 Equity Incentive Plan, as amended and restated †

10.3 3/31/2023

10.106 Form of Restricted Stock Unit Agreement for Non-Employee Directors pursuant to the 2008 Equity Incentive Plan, as amended and restated †

10.4 3/31/2023

10.107 Form of Restricted Stock Unit Agreement pursuant to the 2008 Equity Incentive Plan, as amended and restated †

10.5 3/31/2023

10.108 Form of Restricted Stock Unit Agreement (Vesting into Retirement) pursuant to the 2008 Equity Incentive Plan, as amended and restated †

10.6 3/31/2023

10.109 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

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

10.111 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

10.84 Employment Agreement dated as of August 3, 2015, by and between Celebrity Cruises Inc.

and Lisa Lutoff-Perlo †

10-K 10.31 12/31/2016

10.112 Employment Agreement, dated as of December 31, 2012, by and between the Company and Harri U.

21 unchanged sentences

10-K 10.38 12/31/2008

10.93 Cruise Policy for Members of the Board of Directors of the Company

10-K 10.35 12/31/2013

21.1 List of Subsidiaries*

5 unchanged sentences

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

Incorporated By Reference

Exhibit Number Form Exhibit Filing Date/ Period End Date

32.1 Certification of Jason T.

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

R oyal Caribbean Cruises Ltd.

Clawback Policy* †

* Filed herewith

28 unchanged sentences

Arne Alexander Wilhelmsen

Rebecca Yeung

/s/ NAFTALI HOLTZ

3 unchanged sentences

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

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Comprehensive Income ( Loss )

Consolidated Balance Sheets

6 unchanged sentences

We have audited the accompanying consolidated balance sheets of Royal Caribbean Cruises Ltd.

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”).

and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, 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, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

16 unchanged sentences

We believe that our audits provide a reasonable basis for our opinions.

Emphasis of Matter

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.

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

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.

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;

4 unchanged sentences

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

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

Liquidity – Impact of COVID-19

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.

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.

The principal assumptions used in management’s estimate of future liquidity consisted of (i) the expected timing of cash collections for cruise bookings;

(ii) the expected sustained increase in revenue per available passenger cruise day;

(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.

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.

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;

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;

(ii) the expected sustained increase in revenue per available passenger cruise day;

(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.

These procedures included testing the effectiveness of controls relating to management’s estimate of future liquidity.

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;

(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;

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.

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;

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

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

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

Impairment Assessments – Silversea Cruises Reporting Unit Goodwill and Trade Name

As described in Notes 2, 4 and 5 to the consolidated financial statements, as of December 31, 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,

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.

As described in Notes 2, 4 and 5 to the consolidated financial statements, as of December 31, 2023 the Company’s consolidated goodwill balance was $809 million and the goodwill associated with the Silversea Cruises reporting unit was $509 million.

The Company’s consolidated indefinite-life intangible assets balance was $321 million which primarily relates to the Silversea Cruises trade name.

Management reviews goodwill and indefinite-life intangible assets for impairment annually or, when events or circumstances dictate, more frequently.

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.

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;

(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;

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

Management’s principal assumptions for the impairment assessments consisted of forecasted revenues per available passenger cruise day, occupancy rates from existing vessels, vessel operating expenses, terminal growth rate, royalty rate, and weighted average cost of capital (i.e., discount rate).

(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 vessels, 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.

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

(ii) evaluating the appropriateness of the discounted future cash flow model and relief-from-royalty method;

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

and (iv) evaluating the reasonableness of the significant assumptions used by management related to forecasted 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.

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) evaluating the appropriateness of the probability weighted discounted cash flow model and relief-from-royalty method used by management;

(iii) testing the completeness and accuracy of underlying data used in the probability weighted discounted cash flow model and relief-from-royalty method;

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 vessels, 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.

Evaluating management’s assumptions related to forecasted revenues per available passenger cruise day, occupancy rates from existing vessels, 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.

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.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the probability weighted discounted cash flow model and relief-from-royalty method and (ii) the reasonableness of the discount rate and royalty rate assumptions.

/s/ PricewaterhouseCoopers LLP

Hallandale Beach, Florida

Miami, Florida

February 21, 2024

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ROYAL CARIBBEAN CRUISES LTD.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands, except per share data)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in millions, except per share data)

Year Ended December 31,

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Depreciation and amortization expenses 1,455 1,407 1,293

Impairment and credit losses 562 82,001 1,566,380

Operating Loss ( 763,976 ) ( 3,870,334 ) ( 4,601,557 )

Operating Income (Loss) 2,878 ( 766 ) ( 3,870 )

Other income (expense):

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( 1,174 ) ( 1,390 ) ( 1,390 )

Net Loss ( 2,155,962 ) ( 5,260,499 ) ( 5,775,130 )

Net Income (Loss) 1,704 ( 2,156 ) ( 5,260 )

Net Income attributable to noncontrolling interest 7 — —

Net Loss attributable to Royal Caribbean Cruises Ltd.

Net Income (Loss) attributable to Royal Caribbean Cruises Ltd.

$ 1,697 $ ( 2,156 ) $ ( 5,260 )

Loss per Share:

Earnings (Loss) per Share:

Basic $ 6.63 $ ( 8.45 ) $ ( 20.89 )

Diluted $ 6.31 $ ( 8.45 ) $ ( 20.89 )

Comprehensive Loss

Net Loss $ ( 2,155,962 ) $ ( 5,260,499 ) $ ( 5,775,130 )

Comprehensive Income (Loss)

Net Income (Loss) $ 1,704 $ ( 2,156 ) $ ( 5,260 )

Other comprehensive income (loss):

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Change in defined benefit plans 6 49 9

Gain on cash flow derivative hedges 8,462 4,046 38,010

Total other comprehensive income 67,671 28,456 58,372

Comprehensive Loss $ ( 2,088,291 ) $ ( 5,232,043 ) $ ( 5,716,758 )

(Loss) Gain on cash flow derivative hedges ( 27 ) 8 4

Total other comprehensive (loss) income ( 30 ) 67 29

Comprehensive Income (Loss) $ 1,674 $ ( 2,089 ) $ ( 5,231 )

Comprehensive Income attributable to noncontrolling interest 7 — —

Comprehensive Loss attributable to Royal Caribbean Cruises Ltd.

Comprehensive Income (Loss) attributable to Royal Caribbean Cruises Ltd.

$ 1,667 $ ( 2,089 ) $ ( 5,231 )

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CONSOLIDATED BALANCE SHEETS

(in millions, except share data)

As of December 31,

(in thousands, except share data)

Current assets

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Trade and other receivables, net of allowances of $ 6.6 and $ 11.6 at December 31, 2023 and December 31, 2022, respectively

531,066 408,067

Inventories 248 224

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Other assets, net of allowances of $ 42.7 and $ 71.6 at December 31, 2023 and December 31, 2022, respectively

1,678,074 1,398,624

Total assets $ 35,131 $ 33,776

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Accounts payable 792 647

Accrued interest 388,828 251,974

Accrued expenses and other liabilities 1,478 1,459

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Paid-in capital 7,474 7,285

(Accumulated deficit) retained earnings ( 1,707,429 ) 302,276

Accumulated deficit ( 10 ) ( 1,707 )

Accumulated other comprehensive loss ( 674 ) ( 644 )

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( 2,069 ) ( 2,068 )

Total shareholders’ equity attributable to Royal Caribbean Cruises Ltd 4,724 2,869

Noncontrolling Interest 175 —

Total shareholders' equity 4,899 2,869

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2023 2022 2021

(in thousands)

(in millions)

Operating Activities

Net Loss $ ( 2,155,962 ) $ ( 5,260,499 ) $ ( 5,775,130 )

Net Income (Loss) $ 1,704 $ ( 2,156 ) $ ( 5,260 )

Depreciation and amortization 1,455 1,407 1,293

Impairment and credit losses 562 82,001 1,566,380

Net deferred income tax benefit ( 8 ) ( 22 ) ( 43 )

Loss (gain) on derivative instruments not designated as hedges 99,985 ( 1,492 ) 49,316

(Gain) Loss on derivative instruments not designated as hedges ( 19 ) 100 ( 1 )

Share-based compensation expense 126 36 64

Equity investment (income) loss ( 200 ) ( 57 ) 135

Amortization of debt issuance costs 148,790 125,116 89,442

Amortization of debt discounts and premiums 13,978 123,439 66,776

Amortization of debt issuance costs, discounts and premiums 109 163 249

Loss on extinguishment of debt 121 94 139

Currency translation adjustment losses — — 69,044

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

Changes in operating assets and liabilities:

(Increase) decrease in trade and other receivables, net ( 234,348 ) ( 181,707 ) 121,055

(Increase) decrease in inventories ( 73,792 ) ( 34,527 ) 27,077

(Increase) decrease in prepaid expenses and other assets ( 153,196 ) ( 152,071 ) 295,876

Increase (decrease) in accounts payable 74,657 188,518 ( 133,815 )

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 )

Decrease (increase) in trade and other receivables, net 99 ( 234 ) ( 182 )

Increase in inventories ( 24 ) ( 74 ) ( 35 )

Increase in prepaid expenses and other assets ( 184 ) ( 153 ) ( 152 )

Increase in accounts payable 124 75 189

Increase in accrued expenses and other liabilities 13 352 233

Increase in customer deposits 1,143 1,007 1,427

Other, net 18 ( 57 ) 66

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Net cash used in investing activities ( 3,923 ) ( 2,987 ) ( 2,145 )

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

ROYAL CARIBBEAN CRUISES LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

Year Ended December 31,

2022 2021 2020

(in thousands)

Financing Activities

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Premium on repayment of debt ( 80 ) ( 49 ) ( 135 )

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

Repayments of commercial paper notes — — ( 415 )

Dividends paid — — ( 326,421 )

Proceeds from common stock issuances — — 1,622

Proceeds from sale of noncontrolling interest 209 — —

Other, net ( 3 ) ( 16 ) —

Net cash provided by financing activities 1,740,973 3,040,577 9,349,788

Net cash (used in) provided by financing activities ( 1,993 ) 1,741 3,041

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

ROYAL CARIBBEAN CRUISES LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

Year Ended December 31,

2023 2022 2021

(in millions)

Effect of exchange rate changes on cash 1 ( 2 ) —

Net (decrease) increase in cash and cash equivalents ( 766,765 ) ( 982,704 ) 3,440,736

Net decrease in cash and cash equivalents ( 1,438 ) ( 767 ) ( 982 )

Cash and cash equivalents at beginning of year 1,935 2,702 3,684

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Non-Cash Financing Activities

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

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

Common stock issuances pending cash settlement and included in trade receivables $ — $ — $ 121,352

Debt related to acquisition of property and equipment $ — $ 277 $ —

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

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)

Common Stock Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (Loss) Treasury Stock Noncontrolling Interest Total Shareholders' Equity

(in millions)

Balances at January 1, 2021 $ 3 $ 5,999 $ 5,563 $ ( 740 ) $ ( 2,064 ) $ — $ 8,761

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Common stock issuance — 1,496 — — — — 1,496

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

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

Common stock dividends, $ 0.78 per share

— — ( 163,089 ) — — ( 163,089 )

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

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Activity related to employee stock plans — 35 — — — — 35

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

Cumulative effect of adoption of Accounting Standards Update 2020-06 — ( 308 ) 146 — — — ( 162 )

Changes related to cash flow derivative hedges — — — 8 — — 8

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Activity related to employee stock plans — 130 — — — — 130

Cumulative effect of adoption of Accounting Standards Update 2020-06 — ( 307,640 ) 146,220 — — ( 161,420 )

Convertible notes settlements — 13 — — — — 13

Changes related to cash flow derivative hedges — — — ( 27 ) — — ( 27 )

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Purchases of treasury stock — — — — ( 1 ) — ( 1 )

Net Loss attributable to Royal Caribbean Cruises Ltd.

Sale of noncontrolling interests — 46 — — — 174 220

Net Income attributable to Noncontrolling interests — — — — — 7 7

Dividends from noncontrolling interests — — — — — ( 6 ) ( 6 )

Net Income attributable to Royal Caribbean Cruises Ltd.

— — 1,697 — — — 1,697

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

Together, our Global Brands and our Partner Brands operated a combined 64 ships as of December 31, 2022.

Together, our Global Brands and our Partner Brands operated a combined fleet of 64 ships as of December 31, 2023.

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

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.

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.

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

• Expected timing of cash collections for cruise bookings;

• Expected sustained increase in revenue per available passenger cruise day;

• Expected increase in occupancy levels, reaching historical levels in late spring of 2023;

• Inflationary increases to our operating costs, mostly impacting the expected cost of fuel and food as compared to 2019.

The resulting effects of the COVID-19 pandemic are having a material negative impact on our operating cash flows and liquidity.

We believe we have made reasonable estimates and judgments of the impact of these events to our consolidated financial statements;

however, there can be no assurance the estimates and assumptions of our future liquidity requirements will be realized, and actual results could vary materially.

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 .

Debt ), obtaining relevant modification of covenant requirements and waivers (see Note 8 .

Debt ), and during the pause, reducing operating expenses and capital expenditures.

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.

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 .

Debt to our consolidated financial statements.

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.

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 .

Debt for further information regarding refinancing transactions, and the applicable financial covenants.

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.

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.

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

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Basis for Preparation of Consolidated Financial Statements

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Summary of Significant Accounting Policies for a discussion of our significant accounting policies.

The Company has changed its presentation from thousands to millions and, as a result, any necessary rounding adjustments have been made to prior period disclosed amounts.

All significant intercompany accounts and transactions are eliminated in consolidation.

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Refer to Note 7.

Other Assets for further information regarding our variable interest entities.

Investments and Other Assets for further information regarding our variable interest entities.

For affiliates we do not control but over which we have significant influence on financial and operating policies, usually evidenced by a direct ownership interest from 20% to 50%, the investment is accounted for using the equity method.

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

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

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

We recognized an immaterial gain on the sale during 2021.

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.

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

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

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

Summary of Significant Accounting Policies

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For further information on revenue recognition, refer to Note 3 .

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Cash and Cash Equivalents

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Property and equipment are stated at cost less accumulated depreciation and amortization.

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

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

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.

In addition, we capitalize interest on borrowings during the active construction period of capital projects.

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The 30 - 35 -year useful life and 10 %- 15 % residual value are based on the weighted-average of all major components of a ship.

Our useful life and residual value estimates take into consideration the impact of anticipated technological changes, long-term cruise and vacation market conditions and historical useful lives of similarly-built ships.

Our useful life and residual value estimates take into consideration the impact of anticipated technological changes, environmental regulations, long-term cruise and vacation market conditions and historical useful lives of similarly-built ships.

In addition, we take into consideration our estimates of the weighted-average useful lives of the ships' major component systems, such as hull, superstructure, main electric, engines and cabins.

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If estimated future cash flows are less than the carrying value of an asset, an impairment charge is recognized to the extent its carrying value exceeds fair value.

Refer to Note 6 .

Property and Equipment for further information on determination of fair value for long-lived assets.

We use the deferral method to account for drydocking costs.

Under the deferral method, drydocking costs incurred are deferred and charged to expense on a straight-line basis over the period to the next scheduled drydock, which we estimate to be a period of thirty to sixty months based on the vessel's age as required by Class.

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

Under the deferral method, drydocking costs incurred are deferred and charged to expense on a straight-line basis over the period to the next scheduled drydock, which we estimate to be

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

a period of thirty to sixty months based on the vessel's age as required by Class.

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

Class certification is necessary in order for our cruise ships to be flagged in a specific country, obtain liability insurance and legally operate as passenger cruise ships.

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We perform a detailed analysis of the various activities performed for each drydock and only defer those costs that are directly related to planned major maintenance activities necessary to maintain Class.

The costs deferred are related to activities not otherwise

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

routinely periodically performed to maintain a vessel's designed and intended operating capability.

The costs deferred are related to activities not otherwise routinely periodically performed to maintain a vessel's designed and intended operating capability.

Repairs and maintenance activities are charged to expense as incurred.

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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.

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.

The principal assumptions used in the discounted cash flow model for our 2022 impairment assessment consisted of:

(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.

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

The estimation of fair value utilizing a probability weighted discounted cash flow model including 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.

The principal assumptions used in the probability weighted discounted cash flow model for our 2023 impairment assessment consisted of:

(i) forecasted revenues per available passenger cruise day, (ii) occupancy rates from existing vessels, (iii) vessel operating expenses, (iv) terminal growth rate, and (v) weighted average cost of capital (i.e., discount rate).

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

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

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

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The quantitative assessment consists of a comparison of the fair value of the asset with its carrying value.

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.

The principal assumptions used in the discounted cash flows model for our 2022 impairment assessment consisted of:

(i) forecasted revenues per available passenger cruise day, (ii) occupancy rates from existing and expected ship deliveries, (iii) terminal growth rate;

We estimate the fair value of these assets using a probability weighted 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.

The principal assumptions used in the probability weighted discounted cash flow model for our 2023 impairment assessment consisted of:

(i) forecasted revenues per available passenger cruise day, (ii) occupancy rates from existing vessels, (iii) terminal growth rate;

(iv) royalty rate;

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On an ongoing basis, we assess the potential liabilities related to any lawsuits or claims brought against us.

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

While it is typically difficult to determine the timing and ultimate outcome of such actions, we use our best judgment to determine if it is

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

probable that we will incur an expense related to the settlement or final adjudication of such matters and whether a reasonable estimation of such probable loss, if any, can be made.

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

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

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Media advertising was $ 379 million, $ 380 million and $ 303 million, and brochure, production and direct mail costs were $ 127 million, $ 129 million and $ 89 million for the years ended December 31, 2023, 2022 and 2021, respectively.

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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.

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.

Cash flows from derivative instruments that are designated as fair value or cash flow hedges are classified in the same category as the cash flows from the underlying hedged items in our consolidated statements of cash flows.

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

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

We consider the classification of the underlying hedged item’s cash flows in determining the classification for the designated derivative instrument’s cash flows.

We classify derivative instrument cash flows from hedges of benchmark interest rate or hedges of fuel expense as operating activities due to the nature of the hedged item.

We consider the classification of the underlying hedged item’s cash flows in determining the classification for the designated derivative instrument’s cash flows in our consolidated statements of cash flows.

We classify derivative instrument cash flows from hedges of benchmark interest rate or hedges of fuel expense as operating activities due to the nature of the

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Likewise, we classify derivative instrument cash flows from hedges of foreign currency risk on our newbuild ship payments as investing activities.

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Exchange gains or losses arising from the remeasurement of monetary assets and liabilities denominated in a currency other than the functional currency of the entity involved are immediately included in our earnings, except for certain liabilities that have been designated to act as a hedge of a net investment in a foreign operation or investment.

Exchange 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

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Other income (expense) .

The majority of our transactions are settled in United States dollars.

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

As of December 31, 2022 and December 31, 2021, we had counterparty credit risk exposure under our derivative instruments of $ 103.3 million and $ 1.9 million, respectively, which was limited to the cost of replacing the contracts in the event of non-performance by the counterparties to the contracts, the majority of which are currently our lending banks.

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

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

Loss Per Share

Basic loss per share is computed by dividing Net Loss attributable to Royal Caribbean Cruises Ltd.

Earnings (Loss) Per Share

Basic Earnings (Loss) per share is computed by dividing Net Income (Loss) attributable to Royal Caribbean Cruises Ltd.

by the weighted-average number of shares of common stock outstanding during each period.

Diluted loss per share incorporates the incremental shares issuable upon the assumed exercise of stock options and conversion of potentially dilutive securities.

Diluted Earnings (Loss) per share incorporates the incremental shares issuable upon the assumed conversion of potentially dilutive securities.

Effective January 1, 2022, we use the if-converted method to calculate the impact of our convertible notes that may be settled in cash or shares.

To the extent dilutive, shares related to our convertible notes are assumed to be converted into common stock at the beginning of the reporting period, and we add back the interest expense to the numerator.

If we have a net loss for the period, all potentially dilutive securities will be considered antidilutive, resulting in the same basic and diluted net loss per share amounts for those periods.

Stock-Based Employee Compensation

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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.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Adoption of Accounting Pronouncements

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We adopted the new guidance during 2022.

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.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The adoption of this guidance did not have a material impact to our consolidated financial statements based on the change in reference rate from LIBOR to Term SOFR, with the transition being completed during the year ended December 31, 2023.

In August 2020, the FASB issued ASU No.

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Accordingly, as of January 1, 2022, we recorded a $ 162 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 $ 308 million to additional paid in capital, which resulted in a cumulative effect on adoption of approximately $ 146 million to increase retained earnings.

Recent Accounting Pronouncements

In September 2022, the FASB issued ASU No.

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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.

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.

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.

We adopted ASU No.

2022-04 effective January 1, 2023.

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

Recent Accounting Pronouncements

In August 2023, the FASB issued ASU No.

2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement.

This ASU provides guidance requiring a joint venture to initially measure all contributions received upon its formation at fair value.

The guidance is intended to provide users of joint venture financial statements with more decision-useful information.

This ASU is effective for joint venture entities with a formation date on or after January 1, 2025 on a prospective basis.

Early adoption is permitted, and joint ventures formed prior to the adoption date may elect to apply the new guidance retrospectively back to their original formation date.

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

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

This ASU requires enhanced disclosures about significant segment expenses and other segment items and requires companies to disclose all annual disclosures about segments in interim periods.

This ASU also requires public entities with a single reportable segment to provide all the disclosures required by the amendments in this ASU and all existing segment disclosures in Topic 280.

The amendments in this ASU are intended to improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted and the amendments should be applied retrospectively to all periods presented.

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

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

The new guidance is intended to enhance the transparency and decision usefulness of income tax disclosures,

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

This ASU is effective for annual periods beginning after December 15, 2024 on a prospective basis.

Early adoption and retrospective application is permitted.

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

Reclassifications

For the year ended December 31, 2022, we no longer separately presented Dividends received from unconsolidated affiliates in our consolidated statements of cash flows.

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.

For the year ended December 31, 2023, we no longer separately present Impairments and Credit losses in our consolidated statements of comprehensive income (loss).

As a result, amounts presented in prior periods were reclassified to Other Operating to conform to the current year presentation.

For the year ended December 31, 2023, we no longer separately present Accrued interest in our consolidated balance sheets.

As a result, amounts presented in prior periods were reclassified to Accrued expenses and other liabilities to conform to the current year presentation.

For the year ended December 31, 2023, we no longer separately present Amortization of debt discounts and premiums;

Increase (decrease) in accrued interest;

and Impairments and Credit losses in our cash flows from Operating Activities within our consolidated statements of cash flows.

As a result, amounts presented in prior periods were reclassified to Amortization of debt issuance costs, discounts and premiums;

Increase in accrued expenses and other liabilities;

and Other, net, respectively, 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.

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.

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

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

We satisfy this performance obligation and recognize revenue over the duration of each cruise, which generally ranges from two to 19 nights.

We receive payment before we satisfy this performance obligation and recognize revenue over the duration of each cruise, which generally ranges from two to 24 nights.

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

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Disaggregated Revenues

The following table disaggregates our total revenues by geographic regions where we provide cruise itineraries (in thousands):

The following table disaggregates our total revenues by geographic regions where we provide cruise itineraries (in millions):

Year Ended December 31,

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(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.

(3) Includes revenues primarily related to cancellation fees, vacation protection insurance, casino operations, pre- and post-cruise tours and fees for operating certain port facilities.

Amounts also include revenues related to procurement and management related services we perform on behalf of our unconsolidated affiliates.

Refer to Note 7.

Other Assets for more information on our unconsolidated affiliates.

Investments and Other Assets for more information on our unconsolidated affiliates.

Passenger ticket revenues are attributed to geographic areas based on where the reservation originates.

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Customer deposits presented in our consolidated balance sheets include contract liabilities of $ 2.6 billion and $ 1.8 billion as of December 31, 2023 and December 31, 2022, respectively.

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

As of December 31, 2022, our customer deposit balance includes approximately $ 0.5 billion of unredeemed FCCs.

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.

During the COVID-19 pandemic we provided flexibility to guests with bookings on sailings that were cancelled by allowing guests to receive future cruise credits (“FCC”).

As of December 31, 2023, our customer deposit balance includes $ 371 million of unredeemed FCCs.

Our FCCs are not refundable and do not have expiration dates.

Based upon our analysis of historical redemption experience, we believe a portion of our FCCs are not probable of being used in future periods.

Based on our current estimates, we recognized an immaterial amount of FCC breakage revenue during the year ended December 31, 2023.

We will continue to monitor changes in redemption behavior and estimate and record revenue associated with breakage when the likelihood of the customer exercising their remaining rights becomes remote.

Contract Receivables and Contract Assets

Although we generally require full payment from our customers prior to their cruise, we grant credit terms to a relatively small portion of our revenue sourced in select markets outside of the United States.

As a result, we have outstanding receivables from passenger cruise contracts in those markets.

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

As a result, we have outstanding receivables

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

from passenger cruise contracts in those markets.

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.

In addition, we have receivables due from concessionaires onboard our vessels.

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Our credit card processors agreements require us, under certain circumstances, to maintain a reserve that can be satisfied by posting collateral.

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.

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.

As of December 31, 2023, none of our credit card processors required us to maintain a reserve.

We have contract assets that are conditional rights to consideration for satisfying the construction services performance obligations under a service concession arrangement.

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

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

Prepaid travel advisor commissions were $ 98.4 million and $ 75.4 million as of December 31, 2022 and 2021, respectively.

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.

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.

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.

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.

The principal assumptions used in the discounted cash flow analyses that support our Silversea Cruises reporting unit goodwill impairment assessment consisted of:

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

Prepaid travel advisor commissions and prepaid credit and debit card fees were $ 257 million and $ 178 million as of December 31, 2023 and 2022, respectively.

Our prepaid travel advisor commissions and prepaid credit and debit card fees are recognized at the time of revenue recognition or at the time of voyage cancellation, and are reported primarily within Commissions, transportation and other in our consolidated statements of comprehensive income (loss).

As of November 30, 2023, we performed our annual goodwill impairment review and determined there was no impairment of goodwill for the Silversea Cruises and Royal Caribbean International reporting units.

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

• Forecasted revenues per available passenger cruise day;

• Occupancy rates from existing and expected ship deliveries;

• Occupancy rates from existing vessels;

• Vessel operating expenses;

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

We determined the Silversea Cruises reporting unit carrying value exceeded its fair value as of March 31, 2020.

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

As of November 30, 2021, we performed our annual goodwill impairment review and determined no incremental impairment losses existed.

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.

The qualitative analysis included assessing the impact of certain factors such as general economic conditions, limitations on accessing capital, changes in forecasted operating results, changes in fuel prices and fluctuations in foreign exchange rates.

Based on our qualitative assessment, we concluded that it was more-likely-than-not that the estimated fair value of the Royal Caribbean International reporting unit exceeded its carrying value.

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 63 %, as of November 30, 2023.

We did not perform interim impairment evaluations during the quarters ended March 31, 2023, June 30, 2023, and September 30, 2023 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):

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We used a probability weighted discounted cash flow model in combination with a market-based valuation approach for the Silversea reporting unit.

This requires the use of assumptions (described above) that are subject to risk and uncertainties.

In respect to the Royal Caribbean Reporting unit, we determined the fair value of the Royal Caribbean International reporting unit exceeded its carrying value by more than 100 % as of November 30, 2023.

We did not perform interim impairment evaluations during the quarters ended March 31, 2023, June 30, 2023, and September 30, 2023 as no triggering events were identified.

This requires the use of assumptions (described above) that are subject to risk and uncertainties.

The carrying value of goodwill attributable to our Royal Caribbean International, Celebrity Cruises, and Silversea Cruises reporting units during the years ended December 31, 2023 and 2022 were as follows (in millions):

Royal Caribbean International Celebrity Cruises Silversea Cruises Total

Balance at December 31, 2022 $ 296 $ 4 $ 509 $ 809

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

Balance at December 31, 2023 $ 296 $ 4 $ 509 $ 809

Foreign currency translation adjustment ( 106 ) — — ( 106 )

Balance at December 31, 2022 $ 296,373 $ 4,326 $ 508,578 $ 809,277

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Accumulated impairment losses to the carrying value of goodwill attributable to our reporting units were $ 576 million as of December 31, 2023 and December 31, 2022.

Intangible Assets

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

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.

As of November 30, 2023, we performed our annual trade name impairment review and determined no impairment losses existed at the date of this annual assessment for this indefinite-life intangible asset.

We determined the fair value of the Silversea Cruises trade name exceeded its carrying value by approximately 62 % at the date of this annual assessment.

We did not perform interim impairment evaluations during the quarters ended March 31, 2023, June 30, 2023, and September 30, 2023 as no triggering events were identified.

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.

The determination of our trade name fair values using a probability weighted 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.

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

• Forecasted revenues per available passenger cruise day;

• Occupancy rates from existing and expected ship deliveries;

• Occupancy rates from existing vessels;

• Terminal growth rate;

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

We determined the Silversea Cruises trade name carrying value exceeded its fair value as of March 31, 2020.

Accordingly, we recognized an impairment charge of $ 30.8 million for the quarter ended March 31, 2020.

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

The following is a summary of our intangible assets as of December 31, 2022 (in thousands, except weighted average amortization period):

The following is a summary of our intangible assets as of December 31, 2023 (in millions, except weighted average amortization period):

As of December 31, 2023

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Galapagos operating license 20.6 48 13 — 35

Other finite-life intangible assets 0 11,560 11,560 — —

Total finite-life intangible assets 145 48 — 97

Indefinite-life intangible assets (1)

352,275 — 30,800 321,475

Total intangible assets, net $ 497 $ 48 $ 31 $ 418

(1) Primarily relates to the Silversea Cruises trade name representing approximately $ 318.7 million.

The following is a summary of our intangible assets as of December 31, 2022 (in millions, except weighted average amortization period):

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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):

As of December 31, 2022

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Galapagos operating license 21.6 48 11 — 37

Other finite-life intangible assets 0 11,560 11,560 — —

Total finite-life intangible assets 145 40 — 105

Indefinite-life intangible assets (1)

352,275 — 30,800 321,475

Total intangible assets, net $ 497 $ 40 $ 31 $ 426

(1) Primarily relates to the Silversea Cruises trade name representing approximately $ 319 million.

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

The estimated future amortization for finite-life intangible assets for each of the next five years is $ 8 million.

Property and Equipment

Property and equipment consists of the following (in thousands):

Property and equipment consists of the following (in millions):

As of December 31,

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$ 30,114 $ 27,546

(1) Amount includes accumulated depreciation and amortization for assets in service.

Ships under construction include progress payments for the construction of new ships as well as planning, design, capitalized interest and other associated costs.

We capitalized interest costs of $ 99 million, $ 64 million, and $ 59 million for the years ended December 31, 2023, 2022 and 2021, respectively.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In January of 2022 and April 2022, we took delivery of Wonder of the Seas and Celebrity Beyond, respectively .

Refer to Note 8 .

Debt for further information on the financings for Wonder of the Seas and Celebrity Beyond.

In June 2023, we took delivery of Silver Nova.

In November 2023, we took delivery of Celebrity Ascent and Icon of the Seas.

In our consolidated statement of cash flows for the year ended December 31, 2023, 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.

In January and April 2022, we took delivery of Wonder of the Seas and Celebrity Beyond, respectively .

In July 2022, we purchased the Silver Endeavour for our Silversea Cruises brand for $ 277 million, including transaction fees.

The ship entered service during the fourth quarter of 2022.

For information regarding the financing of the ship, refer to Note 8 .

During 2021, we took delivery of Odyssey of the Seas and Silver Dawn.

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 8 .

Leases for for further information on the Silver Dawn finance lease.

Debt for further information on our ship financings.

Long-lived Assets impairments

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

No triggering events were identified during the years ended December 31, 2022 and 2021.

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.

Differences between the estimated fair values and the net carrying values were recorded as an impairment charge within the period the loss was identified.

Consequently, we recorded $ 635.5 million of impairment losses during the year ended 2020.

Included in this 2020 amount are $ 171.3 million impairment losses recorded for the three ships that we chartered to Pullmantur Holdings, prior to its filing for reorganization.

Refer to Note 7 .

Other Assets for further information regarding Pullmantur's reorganization.

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

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

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

• Changes in market conditions and port or other restrictions;

• Forecasted revenues net of our most significant variable costs, which are commissions, transportation and other expenses, and onboard and other expenses;

• Occupancy rates;

• Intended use of the vessel for the remaining useful life.

We believe we have made reasonable estimates and judgements as part of our assessments.

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.

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.

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

During the years ended December 31, 2023 and 2022, there were no material impairment charges recognized.

Any impairment charges recognized on Long-lived Assets used in our operations are generally reported within Other operating in our consolidated statements of comprehensive income (loss).

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Investments and Other Assets

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;

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We account for the majority of these investments as either an equity method investment or a controlled subsidiary.

Effective March 31, 2023, we closed on the partnership agreement with iCON Infrastructure Partners VI, L.P.

This partnership will own, develop, and manage cruise terminal facilities and infrastructure in key ports of call, initially including several development projects in Italy and Spain.

As part of the transaction with iCON we also agreed to sell 80 % of the entity which owns our terminal at PortMiami.

Refer below to equity method investments and controlled subsidiarie s for further information on the transaction.

In addition, the partnership will pursue additional port infrastructure developments, including future plans to own, develop, and manage an infrastructure project in the U.S.

Virgin Islands.

Unconsolidated investments ("equity method investments")

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.

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

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

Hapag-Lloyd Cruises operates two luxury liners and two smaller expedition ships.

We and TUI AG each made an equity contribution of € 75.0 million, or approximately $ 84.2 million to TUIC to fund a portion of the purchase price, the remainder of which was financed by third-party financing.

As of December 31, 2023, the net book value of our investment in TUIC was $ 657 million, primarily consisting of $ 566 million in equity and a loan of € 71 million, or approximately $ 79 million, based on the exchange rate at December 31, 2023.

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This loan is 50 % guaranteed by TUI AG and is secured by a first priority mortgage on the ship.

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

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

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

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

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

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

In 2020, Pullmantur Holdings and certain of its 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.

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

Refer to Note 6 .

Property and Equipment for further discussion on the impact of the ships' sale on our consolidated financial statements.

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.

The estimated total cash refunds expected to be paid to

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Pullmantur guests and other expenses incurred as part of the liquidation were approximately $ 10.2 million and $ 21.6 million for the years ended December 31, 2021 and 2020, respectively.

These 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.

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Accordingly, we do not consolidate this entity.

In December 2022, we announced a new partnership with iCON Infrastructure Partners VI, L.P.

("iCON"), a fund, to develop strategic cruise port infrastructure.

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.

Virgin Islands.

We expect to close on the transaction in the first half of 2023.

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 .

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

During the second half of 2023, we formed a 50 %-owned joint venture with the other 40 % shareholder of Grand Bahama to operate Floating Docks S.

(“Floating Docks”).

Floating Docks will construct two floating drydocks, with delivery dates expected in 2025 and 2026, that will be leased to Grand Bahama and allow it to service the entire range of cruise ships in operation and under construction, as well as much of the world’s commercial shipping fleet.

We and our joint venture partner have each guaranteed 50 % of certain installment payments payable by Floating Docks under the drydock and related construction contracts, which are contingent on the achievement of certain construction milestones, bringing our total payment guarantees to $ 46 million as of December 31, 2023.

Our investment in Floating Docks, including loans, is immaterial to our consolidated financial statements as of December 31, 2023.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We have determined that Floating Docks is a VIE.

We have determined that we are not the primary beneficiary of Floating Docks since we believe that the power to direct the activities that most significantly impact Floating Docks' economic performance is shared between ourselves and our joint venture partner.

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

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

As part of the transaction with iCON, we sold our controlling interest in two Italian entities for an immaterial amount of net proceeds and recognized an immaterial gain on the sale.

At closing, we have determined that the partnership and both Italian entities are VIE's.

These entities in Italy represent development projects to own, develop, and manage cruise terminal facilities in key ports of call.

We have determined that we are not the primary beneficiary for either of these entities as we do not have the power to direct the activities that most significantly impact the economic performance.

Accordingly, we do not consolidate these entities.

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

Year ended December 31,

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Dividends received (1)

$ 1,493 $ — $ 2,215

(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.

(1) Represents dividends received net of tax withholdings.

As of December 31,

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Less-current portion (1)

18,406 21,508

Long-term portion (2)

___________________________________________________________________

(1) Included within Trade and other receivables, net in our consolidated balance sheets.

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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):

Summarized financial information for our affiliates accounted for under the equity method of accounting was as follows (in millions):

As of December 31,

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Net income (loss) $ 471 $ 123 $ ( 218 )

Consolidated investments ("controlled subsidiaries")

As part of the transaction with iCON, we sold an 80 % interest in the entity which owns our terminal at PortMiami for $ 208.9 million and retained a 20 % minority interest, effective March 31, 2023.

We also sold a noncontrolling interest in another entity which is developing a port project in Spain for an immaterial amount.

We have determined that both of these entities are VIEs, and we are the primary beneficiary as we have the power to direct the activities that most significantly impact the facility’s economic performance.

Accordingly, we will continue to consolidate both entities.

The cash consideration received for the sale of the PortMiami terminal company, net of transaction costs, was allocated between paid in capital and noncontrolling interest using the net book value of our investment in the PortMiami terminal, as presented in the statement of shareholders' equity.

Credit Losses

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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.

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.

The following table summarizes our credit loss allowance related to receivables (in thousands):

Our credit loss allowance as of December 31, 2023, primarily relates to credit losses recognized on notes receivable for the previous sale of certain property and equipment of $ 43 million which were originated in 2015 and 2020.

The following table summarizes our credit loss allowance related to receivables (in millions):

Credit Loss Allowance

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Debt consists of the following (in thousands):

Debt consists of the following (in millions):

As of December 31,

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Long-term portion $ 19,732 $ 21,303

(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.

(2) Total capacity of $ 3.0 billion, with $ 0.3 billion of undrawn capacity as of December 31, 2022.

Includes $ 1.9 billion facility and $ 1.1 billion facility, which are due April 2024 as of December 31, 2022.

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 %.

(1) Interest rates based on outstanding loan balance as of December 31, 2023, and for variable rate debt, includes either EURIBOR or Term SOFR plus the applicable margin.

(2) During the year ended December 31, 2023, we completed our transition from LIBOR to Term SOFR rates for all of our variable rate facilities, with such transition having taken effect at the interest reset date for each such facility.

(3) Advances under our unsecured revolving credit facilities accrue interest at Term SOFR plus a 0.10 % credit adjustment spread plus an interest rate margin primarily at 1.80 %.

Based on applicable Term SOFR rates, as of December 31, 2023, the maximum interest rate under the unsecured credit facilities was 7.50 %.

We also pay a facility fee primarily at 0.20 % of the total commitments under such facility.

(4) At December 31, 2023 and 2022, the weighted average interest rate for total debt was 6.06 % and 6.23 %, respectively.

Unsecured Revolving Credit Facilities

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.

As of December 31, 2022, $ 0.3 billion remained undrawn under the facilities.

In January 2023, we amended and extended the majority of our two unsecured revolving credit facilities.

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.

2023 Debt financing transactions

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").

Upon closing, we terminated our commitment for the $ 700 million 364 -day term loan facility.

In addition, the remaining $ 350 million backstop committed financing was also terminated upon closing.

The amendment 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.

In October 2023, we refinanced both unsecured revolving credit facilities as well as the $ 502 million unsecured term loan scheduled to fully mature in October 2024, bringing our aggregate revolving credit capacity to $ 3.5 billion.

As of December 31, 2023, $ 1.7 billion of the commitments are scheduled to mature in October 2026, $ 1.7 billion of the commitments are scheduled to mature in October 2028, and the remaining $ 97 million of commitments are scheduled to mature in April 2025.

As of December 31, 2023, we had undrawn capacity of $ 2.6 billion under our unsecured revolving credit facilities.

Convertible Notes

In June 2023, our remaining $ 350 million of the 4.25 % Convertible Senior Notes matured.

The notes were settled using a combination of $ 338 million in cash, and the issuance of approximately 374,000 shares of common stock.

The issuance of equity increased additional paid in capital by an immaterial amount.

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In November 2023, our remaining $ 225 million of the 2.875 % Convertible Senior Notes matured.

The notes were settled using a combination of $ 225 million in cash and the issuance of approximately 147,000 shares of common stock.

The issuance of equity increased additional paid in capital by an immaterial amount.

2023 Debt financing transactions

In February 2023, we issued $ 700 million aggregate principal amount of 7.25 % senior guaranteed notes due January 2030 (" 7.25 % Priority Guaranteed Notes").

Upon closing, we terminated our commitment for the $ 700 million 364 -day term loan facility.

In addition, the remaining $ 350 million backstop committed financing was also terminated upon closing, which resulted in an immaterial loss on extinguishment of debt.

In June 2023, we took delivery of Silver Nova .

To finance the delivery, we borrowed a total of $ 503 million under the committed financing agreement, resulting in an unsecured term loan which is 95 % guaranteed by Euler Hermes.

The unsecured loan amortizes semi-annually over 12 years and bears interest at a fixed rate of 4.21 % per annum.

During 2023, we repaid the remaining $ 1.4 billion of our 11.50 % secured senior notes due June 2025, which resulted in a total loss on extinguishment of debt of $ 105 million that was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the year ended December 31, 2023.

In October 2023, in connection with the revolving credit facilities refinancing described above, we paid the remaining $ 502 million of the $ 0.6 billion unsecured term loan due October 2023 which was previously amended in September 2022 to extend the maturity date of advances under the facilities held by consenting lenders by 12 months to October 2024.

The payment resulted in an immaterial loss on extinguishment of debt recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the year ended December 31, 2023.

In November 2023, we took delivery of Celebrity Ascent .

To finance the delivery, we borrowed a total of $ 844 million under the committed financing agreement, resulting in an unsecured term loan which is 100 % guaranteed by Bpifrance Assurance Export.

The unsecured loan amortizes semi-annually over 12 years.

The majority of the loan bears interest at a fixed rate of 3.18 % per annum and a portion of the loan bears interest at a floating rate equal to Term SOFR plus a margin of 1.45 %.

Based on applicable Term SOFR rates, as of December 31, 2023, the unsecured term loan weighted average interest rate was 3.33 %.

In November 2023, we took delivery of Icon of the Seas .

To finance the delivery, we borrowed a total of $ 1.8 billion under the committed financing agreement, resulting in an unsecured term loan which is primarily guaranteed 100 % by Finnvera plc and the remaining smaller portion guaranteed 95 % by Euler Hermes.

The unsecured loan amortizes semi-annually over 12 years.

The majority of the loan bears interest at a fixed rate of 3.56 % per annum and a portion of the loan bears interest at a floating rate equal to Term SOFR plus a margin of 1.53 % - 1.58 %.

Based on applicable Term SOFR rates, as of December 31, 2023, the unsecured term loan weighted average interest rate was 4.76 %.

2022 Debt financing transactions

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 million.

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In April 2022, we took delivery of Celebrity Beyond .

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.

To finance the delivery, we borrowed a total of € 0.7 billion or approximately $ 0.8 billion and $ 0.7 billion based on the exchange rate at December 31, 2023 and 2022, respectively, 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.

The unsecured loan amortizes semi-annually over 12 years and bears interest at a fixed rate of 1.28 % per annum.

In July 2022, we purchased Silver Endeavour for our Silversea Cruises brand.

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.

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 %.

To finance the purchase, we assumed $ 277 million of debt, which is 95 % guaranteed by Euler Hermes Aktiengesellschaft (“Hermes”), the official export credit

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

agency of Germany.

The loan amortizes semi-annually over 13 years starting in July 2024 and bears interest at a floating rate equal to Term SOFR plus a margin of 1.25 %.

The loan will mature in July 2037.

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").

In August 2022, we issued $ 1.15 billion of convertible senior notes which accrue interest at 6.00 % and mature in August 2025.

Upon conversion election, we may deliver shares of our common stock, cash, or a combination of common stock and cash, at our election.

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.

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.

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 indenture.

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.

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.

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 (which were settled in November 2023 as described above) in privately negotiated transactions.

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.

In August 2022, we issued $ 1.25 billion of senior unsecured notes which accrue interest at 11.625 % and mature in August 2027.

In August 2022, we issued $ 1.25 billion of senior unsecured notes which accrue interest at 11.625 % that mature in August 2027.

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.

In September 2022, we amended our $ 0.6 billion unsecured term loan due October 2023.

The amendments, among other things, extend the maturity date of advances under the facilities held by consenting lenders by 12 months to October 2024.

Consenting lenders received a prepayment equal to 10 % of their respective outstanding advances.

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.

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.

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 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.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2021 Debt financing transactions

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

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

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

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

In March 2021, we issued $ 1.50 billion of senior unsecured notes that mature in 2028, for net proceeds of $ 1.48 billion.

Interest on the senior notes accrues at 5.5 % per annum and is payable semi-annually.

We used the proceeds from the notes to repay principal payments on debt maturing or required to be paid in 2021 and 2022, and the remaining for general corporate purposes.

In June 2021, we issued $ 650.0 million of senior unsecured notes due in 2026 (the "June Unsecured Notes") for net proceeds of approximately $ 640.6 million.

Interest accrues on the June Unsecured Notes at a fixed rate of 4.25 % per annum and is payable semi-annually in arrears.

We fully repaid the Silversea Cruises 7.25 % senior secured notes due in 2025 (the "Silversea Notes"), in the amount of $ 619.8 million, with a portion of the proceeds from the June Unsecured Notes.

We also funded call premiums, fees and expenses in connection with the redemption of the Silversea Notes with proceeds from the June Unsecured Notes.

Additionally, during the second quarter of 2021, we repaid in full a $ 130 million term loan.

In August 2021, we issued $ 1.0 billion of senior notes due in 2026 (the "August Unsecured Notes") for net proceeds of approximately $ 986.0 million.

Interest accrues on the August Unsecured Notes at a fixed rate of 5.50 % per annum and is payable semi-annually in arrears.

We used the proceeds of the August Unsecured Notes to replenish our capital as a result of the redemption of a portion of the 11.50 % senior secured notes due 2025 (the " 11.5 % Secured Notes"), in the amount of $ 928.0 million plus accrued interest and premiums.

As of December 31, 2022, approximately $ 1.4 billion of the 11.5 % Secured Notes remains outstanding.

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.

Export credit agency guarantees

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We amortize the fees that are paid upfront over the life of the loan.

We classify these fees within Amortization of debt issuance costs in our consolidated statements of cash flows.

We classify these fees within Amortization of debt issuance costs, discounts and premiums in our consolidated statements of cash flows.

Prior to the loan being drawn, we present these fees within Other assets in our consolidated balance sheets.

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Debt covenants

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.

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.

In July 2022, we amended our non-export-credit facilities and export credit facilities, and certain credit card processing agreements.

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.

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.

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

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

if we elect to pay dividends or complete share repurchases.

Our revolving credit facilities, the majority of our term loans, and 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.

As of December 31, 2023, our credit facility amendments require us to prepay outstanding deferred amounts of $ 910 million, if we elect to pay dividends or complete share repurchases.

As of December 31, 2023, we were in compliance with our debt covenants and we estimate we will be in compliance for the next twelve months.

The net carrying value of the 6.00 % convertible notes was as follows:

(in thousands) As of December 31, 2022 As of December 31, 2021

(in millions) As of December 31, 2023 As of December 31, 2022

Principal $ 1,150 $ 1,725

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$ 1,137 $ 1,701

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The interest expense recognized related to the 6.00 % convertible notes was as follows:

(in thousands) As of December 31, 2022 As of December 31, 2021

(in millions) As of December 31, 2023 As of December 31, 2022

Contractual interest expense $ 69 $ 76

Amortization of debt issuance costs 8 16

$ 91,664 $ 183,972

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):

Following is a schedule of annual maturities on our total debt including finance leases, as of December 31, 2023 for each of the next five years (in millions):

Year As of December 31, 2023 (1)

2023 $ 2,090,457

2024 (2) 4,662,837

2025 3,663,440

2026 2,754,876

2027 3,493,703

Thereafter 6,965

(1) Debt denominated in other currencies is calculated based on the applicable exchange rate at December 31, 2023.

(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

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.

Our operating leases primarily relate to preferred berthing arrangements, real estate, and shipboard equipment which 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, 2023 and 2022.

Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet.

We recognize lease expense for these leases on a straight-line basis over the lease term.

Our operating leases include Silver Explorer , operated by Silversea Cruises.

The operating lease for Silver Explorer will expire in 2023.

Our operating leases included the operating lease for Silver Explorer which expired in the fourth quarter of 2023 and the ship was returned to the lessor.

In November 2023 we executed a modification to our preferred berthing agreement with Miami-Dade County ("County") to extend the expiration from 2027 to 2042, inclusive of development plans for the County to finance the construction of a new and improved cruise Terminal G at PortMiami.

The total aggregate amount of the operating lease liabilities recorded for this berthing agreements was $ 167 million and $ 79 million as of December 31, 2023 and December 31, 2022, respectively.

In addition, there will be future remeasurements as the County completes several construction milestones throughout the term of the extended lease.

The most significant of which will be for Terminal G, which will include a remeasurement of the operating lease in 2027 or later, when the County satisfies substantial completion, as the minimum lease payments will increase to approximately $ 55 million per year, with expected 3 % annual increases thereafter.

For some of our real estate leases and berthing agreements, we do have the option to extend our current lease term.

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.

For those lease agreements with renewal options, the renewal periods for real estate leases primarily range from one to 10 years and the renewal periods for berthing agreements primarily range from one to 20 years.

Generally, we do not include renewal options as a component of our present value calculation for berthing agreements.

However, for certain real estate leases, we include them.

In June of 2021, we exercised our option under our operating lease with SMBC Leasing and Finance, Inc (the "Lessor") to purchase Terminal A at PortMiami in July 2021 for the pre-agreed purchase price of $ 220.0 million.

Upon purchase of the terminal

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

in July 2021, the underlying asset was recorded as a leasehold improvement within Property and equipment, net .

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.

We determined that the ground lease should remain as an operating lease with adjustments to the operating lease liability and the related right-of-use asset in our Consolidated Balance Sheet.

As most of our leases do not provide an implicit rate, we use our incremental borrowing rate in determining the present value of lease payments.

We estimate our incremental borrowing rates based on LIBOR and U.S.

We estimate our incremental borrowing rates based on Term SOFR and U.S.

Treasury note rates corresponding to lease terms increased by the Company’s credit risk spread and reduced by the estimated impact of collateral.

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However, for berthing agreements, we account for the lease and non-lease components as a single lease component.

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Finance leases

Our finance leases primarily relate to buildings and surrounding land located at our Miami headquarters, and our Silver Dawn and Silver Whisper ships.

Our finance leases primarily relate to buildings and surrounding land located at our Miami headquarters, and our lease for Silver Dawn .

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, 2023 and 2022.

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 .

In January 2022, we executed a modification to the Master Lease to extend the expiration of the lease from 2072 to 2074.

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.

The Master Lease continues to include the two five-year options to extend the lease.

We continue to consider the probability of exercising the two five-year options as reasonably certain.

The modifications of the Master Lease did not change the classification of the lease.

The Company's master lease agreement (“Master Lease”) with Miami-Dade County related to the buildings and surrounding land located at our Miami headquarters is classified as a finance lease in accordance with ASC 842, Leases .

The Master Lease includes two five-year options to extend the lease which we are reasonably certain to exercise.

In November 2023 we executed a modification to the Master Lease agreement to extend its expiration from 2076 to 2077 after coming to an agreement with Miami-Dade County on the financing plans to finalize the development of the buildings and land.

The modification of the Master Lease did not change the classification of the lease.

The total aggregate amount of the finance lease liabilities recorded for this Master Lease was $ 104 million and $ 56 million as of December 31, 2023 and December 31, 2022, respectively.

The development of the new campus buildings are expected to be completed in 2026, and the lease components will be recorded within our consolidated financial statements upon commencement.

Silversea Cruises operates Silver Dawn under a sale-leaseback agreement with a bargain purchase option at the end of the 15 year lease term.

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The total aggregate amount of finance lease liabilities recorded for this ship was $ 246 million and $ 265 million as of December 31, 2023 and December 31, 2022, respectively.

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.

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.

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Supplemental balance sheet information for leases was as follows (in thousands):

The lease payments on the Silver Dawn are subject to adjustments based on the Term SOFR rate.

Supplemental balance sheet information for leases was as follows (in millions):

As of December 31, 2023 As of December 31, 2022

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Total lease liabilities $ 1,047 $ 954

The components of lease costs were as follows (in thousands):

The components of lease costs were as follows (in millions):

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Consolidated Statement of Comprehensive Income (Loss) Classification Year Ended December 31, 2023 Year Ended December 31, 2022 Year Ended December 31, 2021

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Total lease costs $ 278 $ 214 $ 80

In addition, certain of our berth agreements include variable lease costs based on the number of passengers berthed.

During the twelve months ended December 31, 2022, we had $ 66.2 million of variable lease costs recorded within Commission, transportation and other in our consolidated statement of comprehensive loss.

During the twelve months ended December 31, 2021, we had no variable lease costs recorded within Commission, transportation and other in our consolidated statement of comprehensive loss.

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Weighted average of the remaining lease terms and weighted average discount rates are as follows:

In addition, certain of our berthing agreements include variable lease costs based on the number of passengers berthed.

During the twelve months ended December 31, 2023 and December 31, 2022, we had $ 85 million and $ 66 million of variable lease costs recorded within Commission, transportation and other in our consolidated statement of comprehensive income (loss), respectively.

These variable lease costs are included within the balances presented above.

The weighted average of the remaining lease terms and weighted average discount rates are as follows:

As of December 31, 2023 As of December 31, 2022

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Finance leases 5.83 % 6.43 %

Supplemental cash flow information related to leases is as follows (in thousands):

Supplemental cash flow information related to leases is as follows (in millions):

Year Ended December 31, 2023 Year Ended December 31, 2022 Year Ended December 31, 2021

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Financing cash flows from finance leases $ 31 $ 48 $ 24

As of December 31, 2022, maturities related to lease liabilities were as follows (in thousands):

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of December 31, 2023, maturities related to lease liabilities were as follows (in millions):

Years Operating Leases Finance Leases

2024 $ 113 $ 47

2024 101,801 44,465

2025 96,290 43,974

2026 90,178 38,412

2027 70,424 37,358

Thereafter 1,030 683

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Present value of lease liabilities $ 678 $ 369

Right-of-use assets impairments

During the year ended December 31, 2020, we identified that the undiscounted cash flows for certain right-of-use assets were less than their carrying values due to the negative impact of COVID-19.

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.

For the years ended December 31, 2022 and December 31, 2021, there were no impairments to right-of-use assets.

Shareholders' Equity

On January 1, 2022, we adopted ASU 2020-06 using the modified retrospective approach to recognize our convertible notes as single liability instruments.

As a result of the adoption of this pronouncement, the cumulative effect to Shareholders' equity was

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

a reduction of $ 161.4 million.

As a result of the adoption of this pronouncement, the cumulative effect to Shareholders' equity was a reduction of $ 162 million.

For further information regarding the entry recorded and the adoption of ASU 2020-06 , refer to Note 2 .

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We received net proceeds of $ 1.5 billion from the sale of our common stock, after deducting the estimated offering expenses payable by us.

Dividends Declared

We did not declare any dividends during the years ended December 31, 2022 and December 31, 2021.

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.

We did not declare any dividends during the years ended December 31, 2023, December 31, 2022, and December 31, 2021.

We were previously restricted under certain of our credit facilities from paying dividends while waivers to the financial covenants within such facilities were in effect.

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.

Noncontrolling Interests

Effective March 31, 2023, we closed the partnership with iCON.

We sold 80 % of the entity which owns our terminal at PortMiami for $ 208.9 million and retained a 20 % minority interest.

The cash consideration received, net of transaction costs, was allocated between paid-in capital and noncontrolling interest in the accompanying consolidated statement of shareholders' equity for the year ended December 31, 2023.

Refer to Note 7.

Investments and Other Assets for further information on the transaction.

Stock-Based Employee Compensation

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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.

Restricted stock units outstanding as of December 31, 2023, generally vest in equal installments over three or four years from the date of grant.

In addition, performance shares and performance share units generally vest in three years .

With certain limited exceptions, awards are forfeited if the recipient ceases to be an employee before the shares vest.

With certain limited exceptions, awards are

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

forfeited if the recipient ceases to be an employee before the shares vest.

We have not issued stock options since 2016, and all stock options have been exercised as of December 31, 2021.

Stock option expense for the years ended December 31, 2022, 2021 and 2020, are not material.

As a result, no Stock option expense has been recognized for the years ended December 31, 2023, 2022 and 2021.

Our officers receive their long-term incentive awards through a combination of performance share units and restricted stock units.

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In 2023, we issued a target number of 314,197 performance share units, which will vest approximately three years following the award issue date.

The performance payout of these grants will be based on return on 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.

The performance payout of these grants will be based on return on the Company's invested capital ("ROIC"), earnings per share ("EPS"), EBITDA per APCD, and Carbon Intensity Reduction for the year ended December 31, 2023, to December 31, 2025, as may be adjusted by the Talent and Compensation Committee of our board of directors in early 2026 for events that are outside of management's control.

Our senior officers meeting certain minimum age and service criteria receive their long-term incentive awards through a combination of restricted stock awards and restricted stock units.

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however, grantees will only retain those shares earned as the result of the Company achieving the performance goals during the measurement period.

The performance payout of the 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.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The performance payout of the 2023 awards will be based on the Company's ROIC, EPS, EBITDA per APCD, and Carbon Intensity Reduction 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.

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.

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During the years ended December 31, 2023, 2022 and 2021, 151,989 , 171,279 and 136,480 shares of our common stock were purchased under the ESPP at a weighted-average price of $ 71.23 , $ 44.01 and $ 70.95 , respectively.

Total compensation expense recognized for employee stock-based compensation for the years ended December 31, 2022, 2021 and 2020 was as follows (in thousands):

Total compensation expense recognized for employee stock-based compensation for the years ended December 31, 2023, 2022 and 2021 was as follows (in millions):

Employee Stock-Based Compensation

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Restricted stock activity is summarized in the following table:

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Restricted Stock Units Activity Number of

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Non-vested share units as of December 31, 2023 673,135 $ 78.59

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The weighted-average estimated fair value of performance share units granted during the years ended December 31, 2022 and 2021 was $ 79.80 and $ 84.83 , respectively.

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Restricted stock awards activity is summarized in the following table:

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Restricted Stock Awards Activity Number of

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As of December 31, 2023, we had $ 3 million of total unrecognized compensation expense, net of estimated forfeitures, related to restricted stock award grants, which will be recognized over the weighted-average period of 1.17 years.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Loss Per Share

A reconciliation between basic and diluted loss per share is as follows (in thousands, except per share data):

Earnings (Loss) Per Share

A reconciliation between basic and diluted Earnings (Loss) per share is as follows (in millions, except per share data):

Year Ended December 31,

2023 2022 2021

Net Loss attributable to Royal Caribbean Cruises Ltd.

Net Income (loss) attributable to Royal Caribbean Cruises Ltd.

for basic and diluted loss per share $ 1,697 $ ( 2,156 ) $ ( 5,260 )

Add convertible notes interest 88 — —

Net Income (Loss) attributable to Royal Caribbean Cruises Ltd.

for diluted earnings (loss) per share 1,785 ( 2,156 ) ( 5,260 )

Weighted-average common shares outstanding 256 255 252

Dilutive effect of stock-based awards 1 — —

Diluted effect of convertible notes 26 — —

Diluted weighted-average shares outstanding 283 255 252

Basic loss per share $ ( 8.45 ) $ ( 20.89 ) $ ( 27.05 )

Diluted loss per share $ ( 8.45 ) $ ( 20.89 ) $ ( 27.05 )

Basic loss per share is computed by dividing Net loss attributable to Royal Caribbean Cruises Ltd.

by the weighted-average number of common stock outstanding during each period.

Diluted loss per share incorporates the incremental shares issuable upon the assumed exercise of stock options and conversion of potentially dilutive securities.

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.

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.

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.

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.

For further information regarding the adoption of ASU 2020-06, refer to Note 2 .

Summary of Significant Accounting Policies.

Basic earnings (loss) per share $ 6.63 $ ( 8.45 ) $ ( 20.89 )

Diluted earnings (loss) per share $ 6.31 $ ( 8.45 ) $ ( 20.89 )

Effective January 1, 2022, we use the if-converted method to calculate the dilutive impact of our convertible notes that may be settled in cash or shares.

In 2021, the dilutive impact was determined using the treasury stock method.

There were no antidilutive shares for year ended December 31, 2023, compared to 31,027,815 and 504,250 antidilutive shares from our stock-based awards and convertible notes for the years ended December 31, 2022 and 2021, respectively.

Retirement Plan

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federal and state income taxes includes taxes on certain activities not considered incidental to the international operation of our ships.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Additionally, one of our ship-operating subsidiaries is subject to tax under the tonnage tax regime of the United Kingdom.

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For the year ended December 31, 2023, we had an income tax expense of approximately $ 6 million primarily driven by income tax from our non-US operations and items not qualifying under Section 883.

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) .

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the years ended December 31, 2022 and 2021 we had an income tax expense of approximately $ 4 million and an income tax benefit of approximately $ 45 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 (expense) income .

In addition, all interest expense and penalties related to income tax liabilities are classified as income tax expense within Other (expense) income .

For a majority of our subsidiaries, we do not expect to incur income taxes on future distributions of undistributed earnings.

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and foreign net operating losses (“NOLs”) of approximately $ 57 million.

We have provided a valuation allowance for approximately $ 23.7 million of these NOLs.

$ 6.3 million of the NOLs deferred tax assets relate to NOLs which are subject to expiration between 2023 and 2041.

We have provided a valuation allowance for approximately $ 19 million of these NOLs, of which $ 8 million of the NOLs deferred tax assets relate to NOLs which are subject to expiration between 2024 and 2042.

Our deferred tax assets and deferred tax liabilities and corresponding valuation allowances related to our operations were not material as of December 31, 2023 and 2022.

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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):

The following table presents the changes in accumulated other comprehensive loss by component for the years ended December 31, 2023, 2022 and 2021 (in millions):

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Changes related to cash flow derivative hedges Changes in defined

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Accumulated comprehensive loss at January 1, 2021 $ ( 651 ) $ ( 66 ) $ ( 23 ) $ ( 740 )

Other comprehensive income (loss) before reclassifications ( 41,109 ) ( 22,051 ) ( 28,698 ) ( 91,858 )

Other comprehensive (loss) income before reclassifications ( 17 ) 5 16 4

Amounts reclassified from accumulated other comprehensive loss 21 4 — 25

Net current-period other comprehensive income (loss) 38,010 ( 19,984 ) 40,346 58,372

Net current-period other comprehensive income 4 9 16 29

Accumulated comprehensive loss at January 1, 2022 ( 647 ) ( 57 ) ( 7 ) ( 711 )

Other comprehensive income (loss) before reclassifications ( 16,667 ) 4,790 15,703 3,826

Other comprehensive income before reclassifications 171 46 10 227

Amounts reclassified from accumulated other comprehensive loss ( 163 ) 3 — ( 160 )

Net current-period other comprehensive (loss) income 4,046 8,707 15,703 28,456

Net current-period other comprehensive income 8 49 10 67

Accumulated comprehensive loss at January 1, 2023 ( 639 ) ( 8 ) 3 ( 644 )

Other comprehensive (loss) income before reclassifications 171,040 45,599 10,295 226,934

Other comprehensive income (loss) before reclassifications 3 6 ( 9 ) —

Amounts reclassified from accumulated other comprehensive loss ( 30 ) — — ( 30 )

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Accumulated comprehensive loss at December 31, 2023 $ ( 666 ) $ ( 2 ) $ ( 6 ) $ ( 674 )

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents reclassifications out of accumulated other comprehensive loss for the years ended December 31, 2022, 2021 and 2020 (in thousands):

The following table presents reclassifications out of accumulated other comprehensive loss for the years ended December 31, 2023, 2022 and 2021 (in millions):

Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into (Loss) Income

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Actuarial loss — ( 3 ) ( 4 ) Payroll and related

( 3,315 ) ( 3,917 ) ( 2,067 )

Release of foreign cumulative translation due to sale or liquidation of businesses:

Foreign cumulative translation — — ( 69,044 ) Other operating

Total reclassifications for the period $ 30 $ 160 $ ( 25 )

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.

ROYAL CARIBBEAN CRUISES LTD.

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Fair Value Measurements

The estimated fair value of our financial instruments that are not measured at fair value, categorized based upon the fair value hierarchy, are as follows (in thousands):

The estimated fair value of our financial instruments that are not measured at fair value, categorized based upon the fair value hierarchy, are as follows (in millions):

Fair Value Measurements at December 31, 2023 Fair Value Measurements at December 31, 2022

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The valuation model also takes into account the creditworthiness of the Company.

We valued our senior notes and convertible notes using a quoted market price, which is considered a Level 2 input as it is observable in the market;

however, these instruments have a limited trading volume and as such this fair value estimate is not necessarily indicative of the value at which the instruments could be retired or transferred.

(3) Inputs that are unobservable.

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Assets and liabilities that are recorded at fair value have been categorized based upon the fair value hierarchy.

The following table presents information about the Company's financial instruments recorded at fair value on a recurring basis (in thousands):

The following table presents information about the Company's financial instruments recorded at fair value on a recurring basis (in millions):

Fair Value Measurements at December 31, 2023 Fair Value Measurements at December 31, 2022

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Total Liabilities $ 66 $ — $ 66 $ — $ 136 $ — $ 136 $ —

___________________________________________________________________

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

___________________________________________________________________

(1) Inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access.

Valuation of these items does not entail a significant amount of judgment.

No Level 1 inputs were used in fair value measurements of other financial instruments as of December 31, 2023 and 2022 .

(2) Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

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Refer to the "Fair Value of Derivative Instruments" table for breakdown by instrument type.

(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.

The reported fair values are based on a variety of factors and assumptions.

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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.

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

Description Total Carrying Amount Total Fair Value Level 3 Total Impairment for the year ended December 31, 2022 (1)

Long-lived assets — — — $ 10,186

Total — — — $ 10,186

(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.

Fair Value Measurements at December 31, 2021

Description Total Carrying Amount Total Fair Value Level 3 Total Impairment for the year ended December 31, 2021 (1)

Long-lived assets — — — $ 55,213

Total — — — $ 55,213

(1) Amount is primarily composed of construction in progress assets that were impaired during the year ended 2021 due to a reduction in scope or the decision to not complete the projects.

The impairments were calculated based on orderly liquidation values.

The fair value of these assets was estimated as of the date the assets were last impaired.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

There were no material nonfinancial instruments recorded at fair value as of December 31, 2023 and December 31, 2022:

Master Netting Agreements

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See Credit Related Contingent Features for further discussion on contingent collateral requirements for our derivative instruments.

The following table presents information about the Company’s offsetting of financial assets under master netting agreements with derivative counterparties (in thousands):

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents information about the Company’s offsetting of financial assets and liabilities under master netting agreements with derivative counterparties (in millions):

Gross Amounts not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements

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Total $ 144 $ ( 28 ) $ — $ 116 $ 204 $ ( 105 ) $ — $ 99

The following table presents information about the Company’s offsetting of financial liabilities under master netting agreements with derivative counterparties (in thousands):

Gross Amounts not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements

As of December 31, 2022 As of December 31, 2021

Gross Amount of Derivative Liabilities Presented in the Consolidated Balance Sheet Gross Amount of Eligible Offsetting

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Total $ ( 66 ) $ 28 $ — $ ( 38 ) $ ( 136 ) $ 105 $ — $ ( 31 )

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Concentrations of Credit Risk

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

As of December 31, 2022, we had counterparty credit risk exposure under our derivative instruments of $ 103.3 million, which was limited to the cost of replacing the contracts in the event of non-performance by the counterparties to the contracts, the majority of which are currently our lending banks.

As of December 31, 2023 and December 31, 2022, we had counterparty credit risk exposure under our derivative instruments of $ 125 million and $ 103 million, respectively, which was limited to the cost of replacing the contracts in the event of non-performance by the counterparties to the contracts, the majority of which are currently our lending banks.

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

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We also use non-derivative financial instruments designated as hedges of our net investment in our foreign operations and investments.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

At inception of the hedge relationship, a derivative instrument that hedges the exposure to changes in the fair value of a firm commitment or a recognized asset or liability is designated as a fair value hedge.

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Changes in the fair value of derivatives that are designated as fair value hedges are offset against changes in the fair value of the underlying hedged assets, liabilities or firm commitments.

Gains and losses on derivatives that are designated as cash flow hedges are recorded as a component of Accumulated other comprehensive loss until the underlying hedged transactions are recognized in earnings.

The foreign currency transaction gain or loss of our non-derivative financial instruments and the changes in the fair value of derivatives designated as hedges of our net investment in foreign operations and investments are recognized as a component of Accumulated other comprehensive loss along with the associated foreign currency translation adjustment of the foreign operation or investment.

Gains and losses on derivatives that are designated as cash flow hedges are recorded as a component of Accumulated other comprehensive income (loss) until the underlying hedged transactions are recognized in earnings.

The foreign currency transaction gain or loss of our non-derivative financial instruments and the changes in the fair value of derivatives designated as hedges of our net investment in foreign operations and investments are recognized as a component of Accumulated other comprehensive income (loss) along with the associated foreign currency translation adjustment of the foreign operation or investment.

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.

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

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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.

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Our exposure to market risk for changes in interest rates primarily relates to our debt obligations including future interest payments.

At December 31, 2022 and 2021, approximately 75.0 % and 65.7 %, respectively, of our debt was effectively fixed-rate debt.

At December 31, 2023 and 2022, approximately 83.2 % and 75.0 %, respectively, of our debt was effectively fixed-rate debt, which is net of our interest rate swap agreements.

We use interest rate swap agreements to modify our exposure to interest rate movements and to manage our interest expense.

Market risk associated with our fixed-rate debt is the potential increase in fair value resulting from a decrease in interest rates.

We use interest rate swap agreements that effectively convert a portion of our fixed-rate debt to a floating-rate basis to manage this risk.

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.

At December 31, 2023 , there were no interest rate swap agreements for fixed-rate debt instruments.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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, 2023, we maintained interest rate swap agreements on the following floating-rate debt instruments:

Debt Instrument Swap Notional as of December 31, 2022 (In thousands) Maturity Debt Floating Rate All-in Swap Fixed Rate

Debt Instrument Swap Notional as of December 31, 2023 (In millions) Maturity Debt Floating Rate (3) All-in Fixed Rate

Celebrity Reflection term loan

$ 109,083 October 2024 LIBOR plus 0.40 % 2.85 %

$ 55 October 2024 Term SOFR 0.40 % 2.88 %

Quantum of the Seas term loan

245,000 October 2026 LIBOR plus 1.30 % 3.74 %

184 October 2026 Term SOFR 1.30 % 3.78 %

Anthem of the Seas term loan

271,875 April 2027 LIBOR plus 1.30 % 3.86 %

211 April 2027 Term SOFR 1.30 % 3.9 %

Ovation of the Seas term loan

380,417 April 2028 LIBOR plus 1.00 % 3.16 %

311 April 2028 Term SOFR 1.00 % 3.20 %

Harmony of the Seas term loan (1)

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Odyssey of the Seas term loan (2)

383,333 October 2032 LIBOR plus 0.96 % 3.21 %

345 October 2032 Term SOFR 0.96 % 3.28 %

Odyssey of the Seas term loan (2)

191,667 October 2032 LIBOR plus 0.96 % 2.84 %

173 October 2032 Term SOFR 0.96 % 2.91 %

___________________________________________________________________

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Amount presented is based on the exchange rate as of December 31, 2023.

(2) Interest rate swap agreements hedging the term loan of Odyssey of the Seas include LIBOR zero-floors matching the debt LIBOR zero-floor.

The effective dates of the $ 383.3 million and $ 191.7 million interest rate swap agreements are October 2020 and October 2022, respectively.

The unsecured term loan for the financing of Odyssey of the Seas was drawn on March 2021.

(2) Interest rate swap agreements hedging the term loan of Odyssey of the Seas include Term SOFR zero-floors, Term SOFR with no floors, and Overnight SOFR.

(3) During the year ended December 31, 2023, we completed our transition from LIBOR to Term SOFR rates for all of our Interest rate swap agreements.

These interest rate swap agreements are accounted for as cash flow hedges

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Commitments and Contingencies , for further information on our ships on order.

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

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

fluctuations in the Euro exchange rate.

At December 31, 2023 and 2022, approximately 43.5 % and 52.3 %, respectively, of the aggregate cost of the ships under construction was exposed to 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.

During the year ended December 31, 2022, we maintained an average of approximately $ 1.1 billion of these foreign currency forward contracts.

During the year ended December 31, 2023 and 2022 the average notional amount of foreign currency forward contracts was approximately $ 1.3 billion and $ 1.1 billion, respectively..

These instruments are not designated as hedging instruments.

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.

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.

For the years ended December 31, 2023, 2022 and 2021, changes in the fair value of the foreign currency forward contracts resulted in gain (losses) of $ 19 million, $( 102 ) million and $( 31 ) million, respectively, which offset (losses) gains arising from the remeasurement of monetary assets and liabilities denominated in foreign currencies in those same years of $( 43 ) million, $ 93 million and $ 24 million, respectively.

These amounts were recognized in earnings within Other (expense) income in our consolidated statements of comprehensive income (loss).

The notional amount of outstanding foreign exchange contracts, excluding the forward contracts entered into to minimize remeasurement volatility, as of December 31, 2023 and 2022 was $ 2.9 billion.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Non-Derivative Instruments

We consider our investments in our foreign operations to be denominated in relatively stable currencies and of a long-term nature.

We consider our investments in our foreign operations to be denominated in relatively stable currencies and to be of a long-term nature.

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.

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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.

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) .

During the year ended December 31, 2022, we did not discontinue cash flow hedge accounting on any of our fuel swap agreements.

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 .

At December 31, 2022, we have hedged the variability in future cash flows for certain forecasted fuel transactions occurring through 2023.

During the year ended December 31, 2023, we discontinued cash flow hedge accounting on certain fuel swap agreements, which resulted in immaterial gain.

During the year ended December 31, 2022, we did not discontinue cash flow hedge accounting on any of our fuel swap agreements.

At December 31, 2023, we have hedged the variability in future cash flows for certain forecasted fuel transactions occurring through 2024 and 2026.

As of December 31, 2023 and December 31, 2022, we had the following outstanding fuel swap agreements:

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2024 1,054,501 825,651

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2025 685,400 —

2026 44,200 —

Fuel Swap Agreements

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2024 61 % 50 %

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.

2025 39 % — %

At December 31, 2023, there was $ 21 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 income (loss) within the next twelve months when compared to $ 8 million of estimated unrealized net loss at December 31, 2022.

Reclassification is expected to occur as the result of fuel consumption associated with our hedged forecasted fuel purchases.

The fair value and line item caption of derivative instruments recorded within our consolidated balance sheets were as follows (in thousands):

ROYAL CARIBBEAN CRUISES LTD.

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 millions):

Fair Value of Derivative Instruments

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Derivatives designated as hedging instruments under ASC 815-20 (1)

Interest rate swaps Other assets $ 115,049 $ — Other long-term liabilities $ — $ 62,080

Interest rate swaps Derivative financial instruments $ 1 $ — Derivative financial instruments $ — $ —

Interest rate swaps Other assets 75 115 Other long-term liabilities — —

Foreign currency forward contracts

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$ 144 $ 204 $ 66 $ 136

Derivatives not designated as hedging instruments under ASC 815-20

Fuel swaps Derivative financial instruments — 8,430 Derivative financial instruments — 3,264

Fuel swaps Other assets — 102 Other long-term liabilities — 1,211

Total derivatives not designated as hedging instruments under ASC 815-20

___________________________________________________________________

Total derivatives $ 203,802 $ 69,808 $ 135,609 $ 200,541

___________________________________________________________________

(1) Subtopic 815-20 “ Hedging-General ” under ASC 815.

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The carrying value and line item caption of non-derivative instruments designated as hedging instruments recorded within our consolidated balance sheets were as follows (in thousands):

The carrying value and line item caption of non-derivative instruments designated as hedging instruments recorded within our consolidated balance sheets were as follows (in millions):

Carrying Value

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Foreign currency debt Long-term debt 523 400

$ 461,859 $ 110,313

The effect of derivative instruments qualifying and designated as hedging instruments and the related hedged items in fair value hedges on the consolidated statements of comprehensive income (loss) was as follows (in thousands):

Location of Gain (Loss) Recognized in Income on Derivative and Hedged Item Amount of Gain (Loss) Recognized in Income on Derivative Amount of Gain (Loss) Recognized in Income on Hedged Item

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$ — $ ( 4 ) $ ( 1 ) $ — $ 5 $ 11

The fair value and line item caption of derivative instruments recorded within our consolidated balance sheets for the cumulative basis adjustment for fair value hedges were as follows (in thousands):

Line Item in the Statement of Financial Position Where the Hedged Item is Included Carrying Amount of the Hedged Liabilities Cumulative amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Liabilities

As of December 31, 2022 As of December 31, 2021 As of December 31, 2022 As of December 31, 2021

Current portion of long-term debt and Long-term debt $ — $ 655,502 $ — $ 6,428

$ — $ 655,502 $ — $ 6,428

The effect of derivative instruments qualifying and designated as cash flow hedging instruments on the consolidated financial statements was as follows (in thousands):

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The effect of derivative instruments qualifying and designated as cash flow hedging instruments on the consolidated financial statements was as follows (in millions):

Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative

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$ 3 $ 171 $ ( 17 )

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Net inception fair value at January 1, 2022 $ ( 554 )

Amount of gain recognized in income on derivatives for the year ended December 31, 2022 554

Amount of loss remaining to be amortized in accumulated other comprehensive loss as of December 31, 2022 —

Fair value at December 31, 2022 $ —

The effect of non-derivative instruments qualifying and designated as net investment hedging instruments on the consolidated financial statements was as follows (in thousands):

The effect of non-derivative instruments qualifying and designated as net investment hedging instruments on the consolidated financial statements was as follows (in millions):

Amount of Gain (Loss)

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$ ( 23 ) $ 5 $ 8

The effect of derivatives not designated as hedging instruments on the consolidated financial statements was as follows (in thousands):

The effect of derivatives not designated as hedging instruments on the consolidated financial statements was as follows (in millions):

Amount of Gain (Loss) Recognized

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If our credit rating for our senior unsecured debt is subsequently equal to or above BBB- by Standard & Poor’s or Baa3 by Moody’s, then any collateral posted at such time will be released to us and we will no longer be required to post collateral unless we meet the collateral trigger requirement, generally, at the next fifth-year anniversary.

As of December 31, 2022, our senior unsecured debt credit rating was B by Standard & Poor's and B3 by Moody's.

As of December 31, 2022, five of our interest rate derivative hedges had reached their fifth-year anniversary;

As of December 31, 2023, our senior unsecured debt credit rating was BB- by Standard & Poor's and B1 by Moody's.

As of December 31, 2023, five of our ship debt interest rate derivative hedges had reached their fifth-year anniversary;

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.

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Our future capital commitments consist primarily of new ship orders.

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.

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.

As of December 31, 2023, we had one Oasis-class ship and two ships of a new generation, known as our Icon-class, on order for our Royal Caribbean International brand with an aggregate capacity of approximately 16,900 berths.

As of December 31, 2023, we had one Edge-class ship on order for our Celebrity brand with capacity of approximately 3,250 berths.

Additionally, as of December 31, 2023, we had one Evolution-class ship on order with an aggregate capacity of approximately 730 berths for our Silversea Cruises brand.

The following provides further information on recent developments with respect to our ship orders.

In September 2019, Silversea Cruises entered into two credit agreements, guaranteed by us, for the unsecured financing of the first and second Evolution-class ships for an amount of up to 80 % of each ship's contract price through facilities to be guaranteed 95 % by Euler Hermes, the official export credit agency of Germany.

The maximum loan amount under each facility is not to exceed the United States dollar equivalent of € 351.6 million in the case of the first Evolution-class ship and € 359.0 million in the case of the second Evolution-class ship, or approximately $ 375.0 million and $ 382.9 million, respectively, based on the exchange rate at December 31, 2022.

Each loan, once funded, will amortize semi-annually and will mature 12 years following the delivery of each ship.

At our election, interest on each loan will accrue either (1) at a fixed rate of 4.14 % and 4.18 %, respectively (inclusive of the applicable margin) or (2) at a floating rate equal to LIBOR plus 0.79 % and 0.83 %, respectively.

The first and second Evolution-class ships will each have a capacity of approximately 730 berths.

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.

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.

In December 2023, we entered into a credit agreement for the unsecured financing of Celebrity Xcel , the fifth Edge-class ship for approximately 80 % of the ship’s contract price and our building contract with Chantiers de l'Atlantique became effective.

Bpifrance Assurance Export, the official French export credit agency, has agreed to guarantee to the lenders 100 % of the financing.

The maximum loan amount under the facility is not to exceed the United States dollar equivalent of € 850 million, or approximately $ 939 million based on the exchange rate at December 31, 2023.

The loan will amortize semi-annually and will mature 12 years following delivery of the ship.

Interest on the loan will accrue either at a floating rate equal to Term SOFR + 1.45 %.

Celebrity Xcel will have a capacity of approximately 3,250 berths.

In September 2019, Silversea Cruises entered into a credit agreement, guaranteed by us, for the unsecured financing of Silver Ray, the second Evolution-class ship for an amount of up to 80 % of the ship's contract price through facilities to be guaranteed 95 % by Euler Hermes, the official export credit agency of Germany.

The maximum loan amount under the facility is not to exceed the United States dollar equivalent of € 359 million or approximately $ 397 million, based on the exchange rate at December 31, 2023.

The loan, once funded, will amortize semi-annually and will mature 12 years following the delivery of the ship.

At our election, which has to be consistent across all tranches, interest on the loan will accrue either (1) at a fixed rate 4.18 %, (inclusive of the applicable margin) or (2) at a floating rate equal to Term SOFR plus 1.26 %.

Silver Ray will have a capacity of approximately 730 berths.

In September 2021, we amended the credit agreement for the second Evolution-class ship to increase their maximum loan amounts by € 176 million on an aggregate basis, or approximately $ 194 million based on the exchange rate at December 31, 2023.

At our election, which has to be consistent across all tranches, interest on the incremental portion of the loan will accrue either (1) at a fixed rate of 4.38 % (inclusive of the applicable margin) or (2) at a floating rate equal to Term SOFR plus 1.46 %.

In October 2023, we amended the credit agreement for Silver Ray , to increase the maximum loan amount by € 30 million or $ 34 million based on the exchange rate at December 31, 2023 At our election, which has to be consistent across all tranches, interest on the incremental portion will accrue either (1) at a fixed rate of 6.80 % (inclusive of the applicable margin) or (2) at a floating rate equal to Term SOFR plus 1.40 %.

In December 2019, we entered into a credit agreement for the unsecured financing of Utopia of the Seas, 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.

Under the financing arrangement, 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.

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Interest on the loan will accrue at a fixed rate of 3.00 % (inclusive of margin).

The sixth Oasis-class ship will have a capacity of approximately 5,700 berths.

Utopia of the Seas will have a capacity of approximately 5,700 berths.

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.

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Approximately 60 % of the loan will accrue interest at a fixed rate of 3.29 %.

The balance of the loan will accrue interest at a floating rate of LIBOR plus 0.85 %.

The balance of the loan will accrue interest at a floating rate of Term SOFR plus 1.28 %.

The third Icon-class ship will have a capacity of approximately 5,600 berths.

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.

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.

Interest on approximately 75 % of each loan will accrue at a fixed rate of 3.56 % and 3.76 % for the first and the second Icon-class ships, respectively, and the balance will accrue interest at a floating rate ranging from LIBOR plus 1.10 % to 1.15 % and LIBOR plus 1.15 % to 1.20 % for the first and the second Icon-class ships, respectively.

Each loan will amortize semi-annually and will mature 12 years following delivery of each ship.

The first and second Icon-class ships will each have a capacity of approximately 5,600 berths.

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.

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.

The maximum loan amount under the facility is not to exceed the United States dollar

During 2017, we entered into credit agreement for the unsecured financing of Star of the Seas, the second Icon-class ship for up to 80 % of the contract price.

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 the facility is not to exceed € 1.4 billion, or approximately $ 1.5 billion, based on the exchange rate at December 31, 2023.

Interest on approximately 75 % of the loan will accrue at a fixed rate of 3.76 %, and the balance will accrue interest at a floating rate

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

equivalent of € 714.6 million or approximately $ 762.2 million based on the exchange rate at December 31, 2022.

ranging from Term SOFR plus 1.58 % to 1.63 %.

The loan will amortize semi-annually and will mature 12 years following delivery of the ship.

Interest on the loan will accrue at a fixed rate of 3.18 %.

The fourth Edge-class ships will have a capacity of approximately 3,250 berths.

Star of the Seas will have a capacity of approximately 5,600 berths.

Our future capital commitments consist primarily of new ship orders.

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:

As of December 31, 2023, our Global Brands and our Partner Brands have eight ships on order.

The table below sets forth, as of December 31, 2023, the dates that the ships on order are expected to be delivered, and their approximate berths.

The expected delivery dates for all of our ships on order are subject to change due to events such as shipyard construction delays or agreed upon scope changes which impact the delivery timelines.

Ship Shipyard Expected to be delivered Approximate

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Utopia of the Seas Chantiers de l’Atlantique 2nd Quarter 2024 5,700

Icon of the Seas Meyer Turku Oy 4th Quarter 2023 5,600

Unnamed Meyer Turku Oy 2nd Quarter 2025 5,600

Star of the Seas Meyer Turku Oy 2nd Quarter 2025 5,600

Unnamed Meyer Turku Oy 2nd Quarter 2026 5,600

Celebrity Cruises —

Celebrity Ascent Chantiers de l’Atlantique 4th Quarter 2023 3,250

Celebrity Xcel Chantiers de l’Atlantique 4th Quarter 2025 3,250

Silversea Cruises —

Evolution-class:

Silver Nova Meyer Werft 2nd Quarter 2023 730

Silver Ray Meyer Werft 2nd Quarter 2024 730

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Mein Schiff 7 Meyer Turku Oy 2nd Quarter 2024 2,900

Unnamed Fincantieri 4th Quarter 2024 4,100

Mein Schiff Relax Fincantieri 4th Quarter 2024 4,100

Unnamed Fincantieri 2nd Quarter 2026 4,100

Total Berths 31,980

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.

In addition, in February 2024, we entered into an agreement with Chantiers de l’Atlantique to build an additional Oasis class ship for delivery in 2028, which is contingent upon completion of certain conditions precedent including financing.

As of December 31, 2023, 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 $ 7.9 billion, of which we had deposited $ 698 million.

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Fair Value Measurements and Derivative Instruments for further information.

As previously reported, two lawsuits were filed against us in August 2019 in the U.S.

As previously reported, a lawsuit was filed against us in August 2019 in the U.S.

District Court for the Southern District of Florida (the "Court") under Title III of the Cuban Liberty and Democratic Solidarity Act, also known as the Helms-Burton Act.

The complaint filed by Havana Docks Corporation ("Havana Docks Action") alleges it holds an interest in the Havana Cruise Port Terminal, and the complaint filed by Javier Garcia-Bengochea (the "Port of Santiago Action") alleges that he holds an interest in the Port of Santiago, Cuba, both of which were expropriated by the Cuban government.

The complaints further allege that we trafficked in those properties by embarking and disembarking passengers at these facilities.

The complaint filed by Havana Docks Corporation ("Havana Docks Action") alleges it holds an interest in the Havana Cruise Port Terminal, was expropriated by the Cuban government.

The complaint further alleges that we trafficked in the terminal by embarking and disembarking passengers at these facilities.

The plaintiffs seek all available statutory remedies, including the value of the expropriated property, plus interest, treble damages, attorneys’ fees and costs.

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.

In November 2022, the United States Court of Appeals for the 11th Circuit affirmed the Court's dismissal of the lawsuit.

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.

We have appealed the judgment to the United States Court of Appeals for the 11th Circuit.

We believe we have meritorious grounds for and intend to vigorously pursue our appeal.

During the fourth quarter of 2022, we recorded a charge of approximately $ 130 million to Other (expense) income within our consolidated statements of comprehensive income (loss) related to the Havana Docks Action, including post-judgment interest and related legal defense costs and bonding fees.

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

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.

We believe we have meritorious grounds for and intend to vigorously pursue our appeal.

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.

In addition, we are routinely involved in claims typical within the cruise vacation industry.

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If this were to occur, it would have an adverse impact on our liquidity and operations.

At December 31, 2022, we have future commitments to pay for our usage of certain port facilities, marine consumables, services and maintenance contracts as follows (in thousands):

2023 $ 187,855

At December 31, 2023, we have future commitments to pay for our usage of certain port facilities, marine consumables, services and maintenance contracts as follows (in millions):

Thereafter 925

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures