15 unchanged sentences
Other Information
−Removed: 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).
+Added: During the quarter ended December 31, 2024, none of our directors or executive officers adopted, modified 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
22 unchanged sentences
None of the websites referenced in this Annual Report on Form 10-K or the information contained therein is incorporated herein by reference.
+Added: We have adopted a Securities Trading Policy governing the purchase, sale and other dispositions of our securities by our directors, officers, and employees.
+Added: We believe that the Securities Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards.
+Added: A copy of the Securities Trading Policy is filed as Exhibit 19 to this report.
+Added: From time to time, Royal Caribbean Cruises Ltd may engage in transactions in its own securities.
+Added: It is Royal Caribbean Cruises Ltd.'s policy to comply with all applicable laws, rules and regulations (including appropriate approvals by the Board or appropriate committee, if required) when engaging in transactions of its securities.
Exhibits and Financial Statement Schedules
12 unchanged sentences
4.2 Description of the Company's Securities
+Added: 4.2 12/31/2023
10.1 Amended and Restated Registration Rights Agreement dated as of July 30, 1997, by and among the Company, A.
2 unchanged sentences
20-F 2.20 12/31/1997
−Removed: 10.2 Hull No.
−Removed: B34 Credit Agreement, dated as of January 30, 2015, as novated, amended and restated on the Actual Delivery Date pursuant to a novation agreement dated January 30, 2015 (as amended),between Royal Caribbean Cruises Ltd., Citibank N.A., London Branch, Citibank Europe plc, UK Branch, and the banks and financial institutions as lender parties thereto
−Removed: 10-Q 10.1 3/31/2018
−Removed: 10.3 Hull No.
−Removed: S-700 Credit Agreement, dated as of November 13, 2015, by and among the Company, the Lenders from time to time party thereto and KfW IPEX-Bank GmbH, as Hermes Agent, Facility Agent and Initial Mandated Lead Arranger
−Removed: 8-K 10.1 11/19/2015
−Removed: 10.4 Amendment No.
−Removed: 1 to Hull No.
−Removed: S-700 Credit Agreement, dated as of November 13, 2015, by and among the Company, the Lenders from time to time party thereto and KfW IPEX-Bank GmbH, as Hermes Agent, Facility Agent and Initial Mandated Lead Arranger
−Removed: 10-Q 10.7 6/30/2018
−Removed: 10.5 Amendment No.
−Removed: 2 to Hull No.
−Removed: S-700 Credit Agreement, dated as of July 3, 2018, by and among the Company, the Lenders from time to time party thereto and KfW IPEX-Bank GmbH, as Hermes Agent, Facility Agent and Initial Mandated Lead Arranger
−Removed: 10-Q 10.8 6/30/2018
−Removed: 10.6 Hull No.
−Removed: S-713 Credit Agreement, dated as of November 13, 2015, by and among the Company, the Lenders from time to time party thereto and KfW IPEX-Bank GmbH, as Hermes Agent, Facility Agent and Initial Mandated Lead Arranger
−Removed: 8-K 10.2 11/19/2015
−Removed: 10.7 Amendment No.
−Removed: 1 to Hull No.
−Removed: S-713 Credit Agreement, dated as of September 7, 2016, by and among the Company, the Lenders from time to time party thereto and KfW IPEX-Bank GmbH, as Hermes Agent, Facility Agent and Initial Mandated Lead Arranger
−Removed: 10-Q 10.9 6/30/2018
−Removed: 10.8 Amendment No.
−Removed: 2 to Hull No.
−Removed: S-713 Credit Agreement, dated as of July 3, 2018, by and among the Company, the Lenders from time to time party thereto and KfW IPEX-Bank GmbH, as Hermes Agent,Facility Agent and Initial Mandated Lead Arranger
−Removed: 10-Q 10.10 6/30/2018
−Removed: Incorporated By Reference
−Removed: Exhibit Number Form Exhibit Filing Date/ Period End Date
−Removed: 10.9 Novation Agreement, dated as of June 22, 2016, by and between Azairemia Finance Ltd., Royal Caribbean Cruises Ltd., Citibank Europe Plc, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC France, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch and the banks and financial institutions as lender parties thereto
−Removed: 8-K 10.2 6/28/2016
−Removed: 10.10 First Supplemental Agreement, dated as of October 5, 2018, relating to Hull No.
−Removed: K34 and the Novation Agreement, dated as of June 22, 2016, by and between Azairemia Finance Ltd., Royal Caribbean Cruises Ltd., Citibank Europe Plc, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC France, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch, and the banks and financial institutions as lender parties thereto
−Removed: 10-K 10.20 12/31/2018
−Removed: 10.11 Novation Agreement, dated as of July 24, 2017, between Hibisyeu Finance Ltd., Royal Caribbean Cruises Ltd., Citibank Europe Plc, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC France, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch and the banks and financial institutions as lender parties thereto
−Removed: 8-K 10.1 7/28/2017
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
4 unchanged sentences
8-K 10.1 12/18/2019
−Removed: 10.15 Icon 1 Hull No.
−Removed: S-1400 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
−Removed: 8-K 10.1 10/17/2017
−Removed: Icon 2 Hull No.
−Removed: 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
−Removed: 8-K 10.2 10/17/2017
−Removed: Amendment No.
−Removed: 1 to Icon 1 Hull No.
−Removed: S-1400 Credit Agreement, dated as of July 3, 2018, 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
−Removed: 10-Q 10.11 6/30/2018
−Removed: Incorporated By Reference
−Removed: Exhibit Number Form Exhibit Filing Date/ Period End Date
−Removed: 10.18 Amendment No.
−Removed: 1 to Icon 2 Hull No.
−Removed: S-1401 Credit Agreement, dated as of July 3, 2018, 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
−Removed: 10-Q 10.12 6/30/2018
−Removed: 10.19 Icon 3 Hull No.
−Removed: 1402 Credit Agreement, dated as of December 18, 2019, between Royal Caribbean Cruises Ltd., as the Borrower, KfW IPEX-Bank GmbH, as Facility Agent CIRR Agent, Documentation Agent, Hermes Agent, Initial Mandated Lead Arranger and Sole Bookrunner, and the Lenders and Residual Risk Guarantors from time to time party thereto
−Removed: 8-K 10.1 12/20/2019
−Removed: 10.20 Term Loan Agreement, dated as of March 23, 2020, among Royal Caribbean Cruises Ltd., the various financial institutions as are or shall be party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent for the lender parties and as collateral agent for the secured parties
−Removed: 8-K 10.1 3/23/2020
−Removed: 10.21 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.
−Removed: S-700, dated April 8, 2020, between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, as Hermes agent, facility agent, initial mandated lead arrangers and the mandated lead arrangers
−Removed: 8-K 10.2 4/10/2020
−Removed: 10.22 Second Supplemental Agreement to a Credit Agreement in respect of the financing of acquisition of m.v.
−Removed: Celebrity Apex (ex hull no.
−Removed: K34), dated as of April 29, 2020, between Royal Caribbean Cruises Ltd., Citibank N.A., London Bank, as global coordinator, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch as ECA agent, Citibank Europe PLC, UK Branch as facility agent, the mandated lead arrangers and the other lenders party thereto
−Removed: 8-K 10.2 5/4/2020
−Removed: 10.23 Fourth Supplemental Agreement to a Credit Agreement in respect of the financing of acquisition of m.v.
−Removed: Symphony of the Seas (ex hull no.
−Removed: B34), dated as of April 29, 2020, between Royal Caribbean Cruises Ltd., Citibank N.A., London Branch as ECA agent, Citibank Europe PLC, UK Branch as facility agent, the mandated lead arrangers and the other lenders party thereto
−Removed: 8-K 10.3 5/4/2020
−Removed: 10.24 First Supplemental Agreement relating to Hull No.
−Removed: L34 at Chantiers de l’Atlantique (previously known as STX France S.A.), dated as of March 12, 2020, by and among Houatorris Finance Limited, Chantiers de L’Atlantique, the Company, Citibank Europe PLC, UK Branch as facility agent, Citicorp Trustee Company Limited as security trustee, Citibank N.A., London branch, HSBC France, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch and the banks and financial institutions party thereto
−Removed: 10.4 5/21/2020
−Removed: 10.25 First Supplemental Agreement relating to Hull No.
−Removed: M34 at Chantiers de l’Atlantique (previously known as STX France S.A.), dated as of March 12, 2020, by and among Hoediscus Finance Limited, Chantiers de L’Atlantique as seller, the Company as buyer, Citibank Europe PLC, UK Branch as facility agent, Citicorp Trustee Company Limited as security trustee, Citibank N.A., London branch as global coordinator, HSBC France as French coordinating bank, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch as ECA agent and the banks and financial institutions listed thereto
−Removed: 10-Q 10.5 5/21/2020
−Removed: Incorporated By Reference
−Removed: Exhibit Number Form Exhibit Filing Date/ Period End Date
F irst Supplemental Agreement relating to Hull No.
1 unchanged sentence
10-Q 10.6 5/21/2020
−Removed: 10.27 Supplemental Agreement in relation to the extension of the waiver period for financial covenants in respect of the financing of the acquisition of Celebrity Apex (ex hull no.
−Removed: K34), dated July 28, 2020, among Royal Caribbean Cruises Ltd.
−Removed: and Citibank Europe plc, UK Branch
−Removed: 8-K 10.6 8/3/2020
−Removed: 10.28 Supplemental Agreement in relation to the extension of the waiver period for financial covenants in respect of the financing of the acquisition of Symphony of the Seas (ex hull no.
−Removed: B34), dated July 28, 2020, among Royal Caribbean Cruises Ltd.
−Removed: and Citibank Europe plc, UK Branch
−Removed: 8-K 10.7 8/3/2020
−Removed: 10.29 Third Amendment Agreement to a Credit Agreement dated as of 13 November 2015 (as amended and restated from time to time) in respect of “Odyssey of the Seas” – Hull S-713, dated 30 April 2020, between the Company, the lenders party thereto, KfW IPEX-Bank GmbH, as Hermes agent, facility agent, initial mandated lead arrangers and the mandated lead arrangers.
−Removed: 10-Q 10.15 8/10/2020
−Removed: 10.30 Amendment Letter, dated May 11, 2020 in respect of the Icon 3 Hull No.
−Removed: 1402 credit agreement, dated 18 December 2019 between the Company, the lenders and residual risk guarantors party thereto, and KfW IPEX-Bank GmbH as facility agent, CIRR agent, documentation agent, Hermes agent, initial mandated lead arranger and sole bookrunner.
−Removed: 10-Q 10.16 8/10/2020
−Removed: 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.
−Removed: L34), dated August 29, 2020, among the Company, Hoediscus Finance Limited, Citibank Europe Plc, UK Branch, Citibank N.A., London Branch, Citicorp Trustee Company Limited, HSBC France and Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch
−Removed: 10-Q 10.10 11/4/2020
−Removed: 10.32 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.
−Removed: M34), dated August 29, 2020, by and among the Company, Hoediscus Finance Limited, Citibank Europe Plc, UK Branch, Citibank N.A., London Branch, Citicorp Trustee Company Limited, HSBC France and Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch
−Removed: 10-Q 10.11 11/4/2020
−Removed: 10.33 Supplemental Agreement in relation to certain amendments in connection with Silversea Cruise Holding Ltd.
−Removed: in respect of Oasis 5 (ex.
−Removed: C34), dated August 29, 2020, among the Company, Hibisyeu Finance Limited, Citibank Europe Plc, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch and HSBC France
−Removed: 10-Q 10.12 11/4/2020
−Removed: 10.34 Supplemental Agreement in relation to certain amendments in connection with Silversea Cruise Holding Ltd.
−Removed: in respect of Oasis 6 (ex.
−Removed: A35), dated August 29, 2020, among the Company, Palmeraie Finance Limited, Citibank Europe Plc, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch and HSBC France
−Removed: 10-Q 10.13 11/4/2020
Incorporated By Reference
Exhibit Number Form Exhibit Filing Date/ Period End Date
−Removed: 10.35 Fourth Supplemental Agreement relating to a credit agreement in respect of the financing of the acquisition of mv.
−Removed: Celebrity Apex (ex hull no.
−Removed: K34), dated as of October 30, 2020, between Royal Caribbean Cruises Limited, Citibank N.A., London Branch, SMBC Bank International PLC, Citibank Europe PLC, UK Branch, the mandated lead arrangers and the banks and financial institutions party thereto as lenders
−Removed: 10-K 10.69 12/31/2020
−Removed: 10.36 Sixth Supplemental Agreement relating to a credit agreement in respect of the financing of the acquisition of m.v.
−Removed: Symphony of the Seas (ex hull no.
−Removed: B34), dated as of October 30, 2020, between Royal Caribbean Cruises Ltd., Citibank N.A., London Branch, Citibank Europe PLC, UK Branch, the mandated lead arrangers listed therein and the banks and financial institutions party thereto as lenders
−Removed: 10-K 10.72 12/31/2020
−Removed: 10.37 Supplemental Agreement relating to a secured credit facility agreement for Hull No.
−Removed: L34 at Chantiers l’Atlantique S.A., dated November 13, 2020, between Hoediscus Finance Limited, Royal Caribbean Cruises Ltd., Citibank Europe PLC, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC France, SMBC Bank International PLC, the mandated lead arrangers and the banks and financial institutions party thereto
−Removed: 10-K 10.73 12/31/2020
−Removed: 10.38 Supplemental Agreement relating to a secured credit facility for hull no.
−Removed: M34, dated November 13, 2020, between Houatorris Finance Limited, Royal Caribbean Cruises Ltd., Citibank Europe PLC, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC France, SMBC Bank International PLC, the mandated lead arrangers and the banks and financial institutions party thereto
−Removed: 10-K 10.74 12/31/2020
−Removed: 10.39 Supplemental Agreement relating to Hull No.
−Removed: C34 at Chantiers de l’Atlantique, dated November 13, 2020, between Hibisyeu Finance Limited, Royal Caribbean Cruises Ltd., Citibank Europe PLC, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC France, SMBC Bank International PLC, the banks and financial institutions party thereto and the mandated lead arrangers
−Removed: 10-K 10.75 12/31/2020
−Removed: 10.40 Supplemental Agreement relating to Hull No.
−Removed: A35 at Chantiers de l’Atlantique, dated November 13, 2020, between Palmeraie Finance Limited, Royal Caribbean Cruises Ltd., Citibank Europe PLC, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC France, the mandated lead arrangers and the banks and financial institutions party thereo
−Removed: 10-K 10.76 12/31/2020
Amendment No.
−Removed: 4 in connection with the Credit Agreement in respect of “Odyssey of the Seas” – Hull S-713, dated December 21, 2020, between Royal Caribbean Cruises Ltd., KfW IPEX-Bank GmbH, the mandated lead arrangers and the banks and financial institutions party thereto
−Removed: 10-K 10.80 12/31/2020
−Removed: 10.42 Amendment No.
−Removed: 4 in connection with the Credit Agreement in respect of “Spectrum of the Seas” – Hull S-700, dated December 21, 2020, between Royal Caribbean Cruises Ltd., KfW IPEX-Bank GmbH, the mandated lead arrangers and the banks and financial institutions party thereto
−Removed: 10-K 10.83 12/31/2020
−Removed: Amendment No.
−Removed: 2 in connection with the Credit Agreement in respect of Icon 1—Hull 1400, dated as of February 15, 2021, between the Company, the lenders party thereto, KfW IPEX-Bank GmbH, as Hermes agent and facility agent, BNP Paribas Fortis SA/NV as Finnvera agent, the banks and financial institutions listed therein as initial mandated lead arranger, other mandated lead arrangers or lead arrangers and the banks and financial institutions listed therein as lenders
−Removed: 8-K 10.4 2/18/2021
−Removed: Incorporated By Reference
−Removed: Exhibit Number Form Exhibit Filing Date/ Period End Date
−Removed: Amendment No.
−Removed: 2 in connection with the Credit Agreement in respect of Icon 2—Hull 1401, dated as of February 15, 2021, between the Company, the lenders party thereto, KfW IPEX-Bank GmbH, as Hermes agent and facility agent, BNP Paribas Fortis SA/NV as Finnvera agent, the banks and financial institutions listed therein as initial mandated lead arranger, other mandated lead arrangers or lead arrangers and the banks and financial institutions listed therein as lenders
−Removed: 8-K 10.5 2/18/2021
−Removed: 10.45 Amendment No.
−Removed: 1 in connection with the Credit Agreement in respect of Icon 3—Hull 1402, dated as of February 15, 2021, between the Company, the lenders party thereto, KfW IPEX-Bank GmbH, as Hermes agent, facility agent, initial mandated lead arranger and sole book runner and the banks and financial institutions listed therein as lenders and residual risk guarantors
−Removed: 8-K 10.6 2/18/2021
−Removed: 10.46 Amendment No.
−Removed: 5 in connection with the Credit Agreement in respect of “ODYSSEY OF THE SEAS” – Hull S-713, dated as of February 18, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders
−Removed: 8-K 10.5 2/23/2021
−Removed: 10.47 Amendment No.
−Removed: 5 in connection with the Credit Agreement in respect of “SPECTRUM OF THE SEAS” – Hull S-700, dated as of February 17, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders
−Removed: 8-K 10.7 2/23/2021
−Removed: 10.48 Amendment Agreement in connection with the Credit Agreement in respect of “CELEBRITY APEX” (ex.
−Removed: Hull K34), dated as of February 18, 2021 between Royal Caribbean Cruises Ltd., Citibank N.A., London Branch as global coordinator, SMBC Bank International plc as ECA agent, Citibank Europe plc, UK Branch, as facility agent, the banks and financial institutions listed therein as the mandated lead arrangers and the banks and financial institutions listed as lenders party thereto
+Added: 5 (Amended and Res tated) in connection with the Credit Agreement in respect of “ODYSSEY OF THE SEAS” – Hull S-713, dated as of February 18, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders
8-K 10.5 2/23/2021
−Removed: 10.49 Amendment Agreement in connection with the Credit Agreement in respect of “SYMPHONY OF THE SEAS” (ex.
+Added: Amendment Agreement (Amended and Restated) in connection with the Credit Agreement in respect of “SYMPHONY OF THE SEAS” (ex.
Hull B34), dated as of February 17, 2021 between Royal Caribbean Cruises Ltd., Citibank N.A., London Branch as global coordinator, SMBC Bank International plc as ECA agent, Citibank Europe plc, UK Branch, as facility agent, the banks and financial institutions listed therein as the mandated lead arrangers and the banks and financial institutions listed as lenders party thereto
4 unchanged sentences
Amendment No.
−Removed: 3 in connection with the Credit Agreement in respect of “ICON 1” - Hull 1400, dated as of March 16, 2021, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, BNP Paribas Fortis SA/NV as Finnvera agent, the banks and financial institutions party thereto as mandated lead arrangers and the banks and financial institutions listed therein as lenders
−Removed: 8-K 10.1 3/19/2021
−Removed: 10.52 Amendment No.
−Removed: 3 in connection with the Credit Agreement in respect of “ICON 2” - Hull 1401, dated as of March 16, 2021, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, BNP Paribas Fortis SA/NV as Finnvera agent, the banks and financial institutions party thereto as mandated lead arrangers and the banks and financial institutions listed therein as lenders
−Removed: 8-K 10.2 3/19/2021
−Removed: Incorporated By Reference
−Removed: Exhibit Number Form Exhibit Filing Date/ Period End Date
−Removed: 10.53 Amendment No.
−Removed: 2 in connection with the Credit Agreement in respect of “ICON 3” - Hull 1402, dated as of March 18, 2021, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, KfW IPEX-Bank GmbH as the mandated lead arranger, the banks and financial institutions party thereto as mandated lead arrangers and the banks and financial institutions listed therein as lenders
+Added: 2 ( Amended and Restated) in connection with the Credit Agreement in respect of “ICON 3” - Hull 1402, dated as of March 18, 2021, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, KfW IPEX-Bank GmbH as the mandated lead arranger, the banks and financial institutions party thereto as mandated lead arrangers and the banks and financial institutions listed therein as lenders
8-K 10.3 3/19/2021
2 unchanged sentences
10-Q 10.1 9/30/2021
−Removed: F ourth Supplemental Agreement relating to a secured credit facility agreement for Hull No.
+Added: Fourth Supplemental Agreement (Amended and Restated) 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
9 unchanged sentences
8-K 10.1 12/28/2021
−Removed: 10.59 Amendment No.
−Removed: 6 in connection with the Credit Agreement in respect of Spectrum of the Seas – Hull S-700, dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, and the banks and financial institutions listed therein as mandated lead arrangers
−Removed: 8-K 10.5 12/28/2021
−Removed: Amendment No.
−Removed: 4 in connection with the Credit Agreement in respect of Icon 1 - Hull 1400, dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, BNP Paribas Fortis SA/NV, and the banks and financial institutions listed therein as mandated lead arrangers
−Removed: 8-K 10.13 12/28/2021
−Removed: Amendment No.
−Removed: 4 in connection with the Credit Agreement in respect of Icon 2 - Hull 1401, dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, BNP Paribas Fortis SA/NV, and the banks and financial institutions listed therein as mandated lead arrangers
−Removed: 8-K 10.14 12/28/2021
Incorporated By Reference
6 unchanged sentences
8-K 10.17 12/28/2021
−Removed: 10.64 Amendment Agreement in connection with the Credit Agreement in respect of Celebrity Apex - Hull K34, dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., the lenders party thereto, Citibank N.A.
−Removed: London Branch, SMBC Bank International PLC, Citibank Europe PLC UK Branch, and the banks and financial institutions listed therein as mandated lead arrangers
−Removed: 8-K 10.19 12/28/2021
Amendment Agreement in connection with the Credit Agreement in respect of Hull A35 at Chantiers de L’Atlantique S.A., dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., Palmeraie Finance Limited, the lenders party thereto, Citibank Europe PLC UK Branch, Citicorp Trustee Company Limited, Citibank N.A.
7 unchanged sentences
8-K 10.22 12/28/2021
−Removed: 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.
−Removed: London Branch, HSBC Continental Europe, SMBC Bank International PLC, and the other banks and financial institutions listed therein
−Removed: 8-K 10.23 12/28/2021
−Removed: 10.69 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
+Added: 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 , Citibank Europe plc (UK Branch), and the banks and financial institutions as lender parties thereto
10-K 10.142 12/31/2021
1 unchanged sentence
10-Q 10.1 3/31/2022
−Removed: Incorporated By Reference
−Removed: Exhibit Number Form Exhibit Filing Date/ Period End Date
−Removed: 10.71 Amendment No.
−Removed: 5 to Icon 1 Hull No.
−Removed: S-1400 Credit Agreement, dated as of July 1, 2022, between Royal Caribbean Cruises Ltd., as the Borrower, the Mandated Lead Arrangers and Lenders from time to time party thereto, KfW IPEX-Bank GmbH as Hermes Agent and Facility Agent, and BNP Paribas Fortis SA/NV as Finnvera Agent.
−Removed: 10-Q 10.1 6/30/2022
−Removed: 10.72 Amendment No.
−Removed: 5 to Icon 2 Hull No.
−Removed: S-1401 Credit Agreement, dated as of July 1, 2022, between Royal Caribbean Cruises Ltd., as the Borrower, the Mandated Lead Arrangers and Lenders from time to time party thereto, KfW IPEX-Bank GmbH as Hermes Agent and Facility Agent, and BNP Paribas Fortis SA/NV as Finnvera Agent.
−Removed: 10-Q 10.2 6/30/2022
−Removed: 10.73 Amendment Agreement in connection with the Credit Agreement in respect of Celebrity Apex - Hull K34, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, Citibank N.A.
−Removed: London Branch, SMBC Bank International PLC, Citibank Europe PLC UK Branch, and the banks and financial institutions listed therein as mandated lead arrangers.
−Removed: 10-Q 10.9 6/30/2022
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.
1 unchanged sentence
10-Q 10.10 6/30/2022
−Removed: 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.
+Added: Amendment Agreement (Amended and Restated) 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
−Removed: 10.76 Amendment No.
−Removed: 6 in connection with the Credit Agreement in respect of Icon 1 - Hull 1400, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, BNP Paribas Fortis SA/NV, and the banks and financial institutions listed therein as mandated lead arrangers.
−Removed: 10-Q 10.12 6/30/2022
−Removed: 10.77 Amendment No.
−Removed: 6 in connection with the Credit Agreement in respect of Icon 2 - Hull 1401, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, BNP Paribas Fortis SA/NV, and the banks and financial institutions listed therein as mandated lead arrangers.
−Removed: 10-Q 10.13 6/30/2022
+Added: Incorporated By Reference
+Added: Exhibit Number Form Exhibit Filing Date/ Period End Date
10.24 Amendment No.
4 unchanged sentences
10-Q 10.15 6/30/2022
−Removed: Incorporated By Reference
−Removed: Exhibit Number Form Exhibit Filing Date/ Period End Date
10.26 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.
7 unchanged sentences
10-Q 10.21 6/30/2022
−Removed: 10.83 Amendment No.
−Removed: 7 in connection with the Credit Agreement in respect of Spectrum of the Seas – Hull S-700, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, and the banks and financial institutions listed therein as mandated lead arrangers.
−Removed: 10-Q 10.27 6/30/2022
−Removed: 10.84 A mendment to Term Loan Agreement, dated as of September 19, 2022, among Royal Caribbean Cruises Ltd., as the Borrower, the various financial institutions party thereto and Bank of America, N.A.
−Removed: 10-Q 10.1 9/30/2022
−Removed: 10.85 LIBOR Replacement Amendment to Term Loan Agreement, dated as of September 19, 2022, between Royal Caribbean Cruises Ltd., as the Borrower and Bank of America, N.A., as Administrative Agent.
−Removed: 10-Q 10.2 9/30/2022
−Removed: 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
−Removed: 10-K 10.72 12/31/2022
−Removed: 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.
−Removed: 10-K 10.73 12/31/2022
−Removed: 10.88 Amendment No.
−Removed: 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.
−Removed: 10-Q 10.1 6/30/2023
10.29 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.
2 unchanged sentences
10.30 Amendment No.
−Removed: 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 .
−Removed: 10-Q 10.3 6/30/2023
−Removed: Incorporated By Reference
−Removed: Exhibit Number Form Exhibit Filing Date/ Period End Date
−Removed: 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
−Removed: 10.92 Amendment Agreement in connection with the Credit Agreement in respect of Celebrity Apex (ex hull no.
−Removed: 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.
−Removed: 10-Q 10.5 6/30/2023
10.31 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.
4 unchanged sentences
10-Q 10.7 6/30/2023
−Removed: 10.95 Amendment Agreement in connection with the Credit Agreement in respect of Hull No.
+Added: Incorporated By Reference
+Added: Exhibit Number Form Exhibit Filing Date/ Period End Date
+Added: 10.33 Amendment Agreement (Amended and Restated) 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.
8 unchanged sentences
10.37 Amendment No.
−Removed: 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.
+Added: 7 (Amended and Restated) 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
−Removed: Incorporated By Reference
−Removed: Exhibit Number Form Exhibit Filing Date/ Period End Date
10.38 Novation Agreement relating to a Secured Credit Facility Agreement for Hull No.
−Removed: N34 ( Celebrity Xcel), dated December 22, 2023, by and among the Company and the banks and financial institu t ions listed therein *
+Added: N34 (Celebrity Xcel), dated December 22, 2023, by and among the Company and the banks and financial institutions listed therein
+Added: 10.100 12/31/2023
10.39 Royal Caribbean Cruises Ltd.
3 unchanged sentences
8-K 10.1 6/3/2022
−Removed: 10.103 T ransition and Separation Agreement, dated as of March 31, 2023, by and between Lisa Lutoff-Perlo and Celebrity Cruises Inc.
−Removed: 10.1 3/31/2023
−Removed: 10.104 F orm of Performance Shares Agreement pursuant to the 2008 Equity Incentive Plan, as amended and restated †
−Removed: 10.2 3/31/2023
+Added: 10.41 Form of Performance Shares Agreement pursuant to the 2008 Equity Incentive Plan, as amended and restated * †
10.42 Form of Performance Shares Agreement (Vesting into Retirement) pursuant to the 2008 Equity Incentive Plan, as amended and restated * †
−Removed: 10.3 3/31/2023
10.43 Form of Restricted Stock Unit Agreement for Non-Employee Directors pursuant to the 2008 Equity Incentive Plan, as amended and restated * †
−Removed: 10.4 3/31/2023
10.44 Form of Restricted Stock Unit Agreement pursuant to the 2008 Equity Incentive Plan, as amended and restated * †
−Removed: 10.5 3/31/2023
10.45 Form of Restricted Stock Unit Agreement (Vesting into Retirement) pursuant to the 2008 Equity Incentive Plan, as amended and restated * †
−Removed: 10.6 3/31/2023
+Added: 10.46 Notice of Award Agreement Amendment * †
10.47 Employment Agreement, dated as of May 20, 2013, by and between the Company and Jason T.
6 unchanged sentences
10-K 10.26 2/25/2013
+Added: Incorporated By Reference
+Added: Exhibit Number Form Exhibit Filing Date/ Period End Date
10.51 Form of First Amendment to Employment Agreement, dated as of February 6, 2015 (entered into between the Company and each of Messrs.
19 unchanged sentences
10-K 10.38 12/31/2008
+Added: 10.58 Employment Agreement, dated May 1, 2023, between Celebrity Cruises Inc.
+Added: and Laura Hodges Bethge †
+Added: 10.1 3/31/2024
+Added: 10.59 Amendment Agreement in connection with the Credit Agreement in respect of “Symphony of the Seas” (ex Hull B34), dated as of May 31, 2024, between the Company, Citibank N.A.
+Added: 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.
+Added: 10.1 6/30/2024
+Added: 10.60 Amendment Agreement in connection with the Credit Agreement in respect of “Wonder of the Seas” (ex Hull C34), dated as of May 31, 2024, between the Company, Citibank N.A., London Branch, as global coordinator, SMBC Bank International plc as ECA agent, Citibank Europe plc, UK Branch as facility agent, the banks and financial institutions listed therein as mandated lead arrangers and the banks and financial institutions listed therein as lenders.
+Added: 10.2 6/30/2024
+Added: 10.61 Amendment No.
+Added: 9 in connection with the Credit Agreement in respect of “Spectrum of the Seas” – Hull S-700, dated as of May 31, 2024, 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.
+Added: 10.3 6/30/2024
+Added: 10.62 Amendment No.
+Added: 10 in connection with the Credit Agreement in respect of “Odyssey of the Seas” – Hull S-713, dated as of May 31, 2024, 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.
+Added: 10.4 6/30/2024
+Added: 10.63 Amendment Agreement in connection with the Credit Agreement in respect of Hull L34, dated as of May 31, 2024, between the Company, Citibank Europe PLC, UK Branch as facility agent, Citibank N.A., London Branch, as global coordinator, and SMBC Bank International PLC as ECA agent.
+Added: 10-Q 10.5 6/30/2024
+Added: 10.64 Amendment Agreement in connection with the Credit Agreement in respect of Hull No.
+Added: M34, dated as of May 31, 2024, between the Company, Citibank N.A., London Branch, as global coordinator, SMBC Bank International plc as ECA agent and mandated lead arrangers, Citibank Europe plc, UK Branch as facility agent.
+Added: 10-Q 10.6 6/30/2024
+Added: 10.65 Amendment Agreement in connection with the Credit Agreement in respect of Hull No.
+Added: N34, dated as of May 31, 2024, between the Company, Advantedge Limited, Citibank N.A., London Branch, as global coordinator, SMBC Bank International plc as ECA agent, Citibank Europe plc, UK Branch as facility agent, and HSBC Continental Europe.
+Added: 10-Q 10.7 6/30/2024
+Added: Incorporated By Reference
+Added: Exhibit Number Form Exhibit Filing Date/ Period End Date
+Added: 10.66 Amendment No.
+Added: 8 in connection with the Credit Agreement in respect of “Icon 1” – Hull 1400, dated as of June 11, 2024, 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.
+Added: 10-Q 10.8 6/30/2024
+Added: 10.67 Amendment No.
+Added: 7 (Amended and Restated) in connection with the Credit Agreement in respect of “Icon 2” - Hull 1401, dated as of June 11, 2024, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, BNP Paribas Fortis SA/NV as Finnvera agent, and the banks and financial institutions listed therein as mandated lead arrangers and lenders.
+Added: 10-Q 10.9 6/30/2024
+Added: 10.68 Amendment No.
+Added: 6 in connection with the Credit Agreement in respect of “Icon 3” – Hull 1402, dated as of June 11, 2024, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, and the banks and financial institutions listed therein as lenders.
+Added: 10-Q 10.10 6/30/2024
+Added: 10.69 Amendment Agreement in connection with the Credit Agreement in respect of Hull No.
+Added: A35 dated as of May 31, 2024, between the Company, Palmeraie Finance Limited, Citibank Europe PLC, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, and HSBC Continental Europe.
+Added: 10-Q 10.11 6/30/2024
+Added: 10.70 Amendment Agreement in connection with the Credit Agreement in respect of Hull No.
+Added: A35 dated as of May 31, 2024, between the Company, Palmeraie Finance Limited, Citibank Europe PLC, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC Continental Europe, and the banks and financial institutions listed therein as upsize lenders.
+Added: 10-Q 10.12 6/30/2024
+Added: 10.71 Form of Exchange Agreem ent
+Added: 10.1 8/6/2024
+Added: 10.72 Amendment No.
+Added: 8 in connection with the Credit Agreement in respect of “Icon 2” - Hull 1401, dated as of December 5, 2024 , between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, BNP Paribas Fortis SA/NV as Finnvera agent, and the banks and financial institutions listed therein as mandated lead arrangers and lenders.
+Added: Royal Caribbean C ruises Ltd.
+Added: S ecu rities Trading Polic y*
List of Subsidiaries*
Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm*
−Removed: 23.2 Consent of Faegre Drinker Biddle & Reath LLP*
+Added: Opinion and Consent of Faegre Drinker Biddle & Reath LLP*
24.1 Power of Attorney *
2 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*
−Removed: Incorporated By Reference
−Removed: 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**
−Removed: R oyal Caribbean Cruises Ltd.
+Added: Royal Caribbean Cruises Ltd.
Clawback Policy †
+Added: 97.1 12/31/2023
* Filed herewith
47 unchanged sentences
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
−Removed: Changes in Accounting Principles
−Removed: As discussed in Notes 2 and 1 to the consolidated financial statements, effective January 1, 2022, the Company changed the manner in which it accounts for convertible notes and effective October 1, 2021, the Company changed the manner in which it accounts for the consolidation of Silversea Cruises.
+Added: Change in Accounting Principle
+Added: As discussed in Note 2 to the consolidated financial statements, effective January 1, 2022, the Company changed the manner in which it accounts for convertible notes.
Basis for Opinions
23 unchanged sentences
As described in Notes 2, 4 and 5 to the consolidated financial statements, as of December 31, 2024 the Company’s consolidated goodwill balance was $808 million and the goodwill associated with the Silversea Cruises reporting unit was $509 million.
−Removed: The Company’s consolidated indefinite-life intangible assets balance was $321 million which primarily relates to the Silversea Cruises trade name.
+Added: The Company’s consolidated indefinite-life intangible assets balance was $321 million which primarily relates to the Silversea Cruises trade name of $319 million.
Management reviews goodwill and indefinite-life intangible assets for impairment annually or, when events or circumstances dictate, more frequently.
11 unchanged sentences
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.
−Removed: 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;
+Added: Evaluating management’s assumptions related to forecasted revenues per available passenger cruise day, occupancy rates from existing vessels, vessel operating expenses and terminal growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit and the Silversea Cruises brand;
(ii) the consistency with external market and industry data;
28 unchanged sentences
Interest expense, net of interest capitalized ( 1,590 ) ( 1,402 ) ( 1,364 )
−Removed: Equity investment income (loss) 200 57 ( 135 )
−Removed: Other (expense) income (1)
−Removed: ( 8 ) ( 119 ) 20
+Added: Equity investment income 260 200 57
+Added: Other income (expense) 103 ( 8 ) ( 119 )
( 1,210 ) ( 1,174 ) ( 1,390 )
18 unchanged sentences
____________________________________________________________
−Removed: (1) Including a $ 62.6 million net loss related to the 2021 elimination of the Silversea Cruises reporting lag for the year ended December 31, 2021.
+Added: Certain amounts may not add due to use of rounded numbers.
The accompanying notes are an integral part of these consolidated financial statements.
5 unchanged sentences
Cash and cash equivalents $ 388 $ 497
−Removed: Trade and other receivables, net of allowances of $ 6.6 and $ 11.6 at December 31, 2023 and December 31, 2022, respectively
+Added: Trade and other receivables, net
Inventories 265 248
5 unchanged sentences
Goodwill 808 809
−Removed: Other assets, net of allowances of $ 42.7 and $ 71.6 at December 31, 2023 and December 31, 2022, respectively
Total assets $ 37,070 $ 35,131
16 unchanged sentences
20,000,000 shares authorized;
−Removed: no ne outstanding)
+Added: none outstanding)
Common stock ($ 0.01 par value;
2 unchanged sentences
Paid-in capital 7,831 7,474
−Removed: Accumulated deficit ( 10 ) ( 1,707 )
+Added: Retained earnings (accumulated deficit) 2,612 ( 10 )
Accumulated other comprehensive loss ( 802 ) ( 674 )
15 unchanged sentences
Net deferred income tax benefit — ( 8 ) ( 22 )
−Removed: (Gain) Loss on derivative instruments not designated as hedges ( 19 ) 100 ( 1 )
+Added: Loss (gain) on derivative instruments not designated as hedges 77 ( 19 ) 100
Share-based compensation expense 267 126 36
1 unchanged sentence
Amortization of debt issuance costs, discounts and premiums 98 109 163
−Removed: Loss on extinguishment of debt 121 94 139
+Added: Loss on extinguishment of debt and inducement expense 463 121 94
Changes in operating assets and liabilities:
−Removed: Decrease (increase) in trade and other receivables, net 99 ( 234 ) ( 182 )
−Removed: Increase in inventories ( 24 ) ( 74 ) ( 35 )
+Added: Decrease (increase) in trade and other receivables 52 99 ( 234 )
+Added: Increase in inventories, net ( 17 ) ( 24 ) ( 74 )
Increase in prepaid expenses and other assets ( 137 ) ( 184 ) ( 153 )
3 unchanged sentences
Other, net ( 80 ) 18 ( 57 )
−Removed: Net cash provided by (used in) operating activities 4,477 481 ( 1,878 )
+Added: Net cash provided by operating activities 5,265 4,477 481
Investing Activities
4 unchanged sentences
Cash received on loans to unconsolidated affiliates 18 40 19
−Removed: Proceeds from the sale of property and equipment and other assets 13 — 176
Other, net ( 13 ) 16 7
5 unchanged sentences
Premium on repayment of debt ( 292 ) ( 80 ) ( 49 )
−Removed: Repayments of commercial paper notes — — ( 415 )
−Removed: Proceeds from common stock issuances — — 1,622
+Added: Dividends paid ( 107 ) — —
Proceeds from sale of noncontrolling interest — 209 —
1 unchanged sentence
Net cash (used in) provided by financing activities ( 1,922 ) ( 1,993 ) 1,741
+Added: Effect of exchange rate changes on cash and cash equivalents ( 6 ) 1 ( 2 )
+Added: Net decrease in cash and cash equivalents ( 109 ) ( 1,438 ) ( 767 )
+Added: Cash and cash equivalents at beginning of year 497 1,935 2,702
+Added: Cash and cash equivalents at end of year $ 388 $ 497 $ 1,935
The accompanying notes are an integral part of these consolidated financial statements.
4 unchanged sentences
(in millions)
−Removed: Effect of exchange rate changes on cash 1 ( 2 ) —
−Removed: Net decrease in cash and cash equivalents ( 1,438 ) ( 767 ) ( 982 )
−Removed: Cash and cash equivalents at beginning of year 1,935 2,702 3,684
−Removed: Cash and cash equivalents at end of year $ 497 $ 1,935 $ 2,702
Supplemental Disclosures
2 unchanged sentences
Non-Cash Investing Activities
−Removed: Notes receivable issued upon sale of property and equipment and other assets $ — $ — $ 16
Purchases of property and equipment included in accounts payable and accrued expenses and other liabilities $ 47 $ 50 $ 34
2 unchanged sentences
Debt related to acquisition of property and equipment $ — $ — $ 277
+Added: Non-cash inducement on convertible notes exchange $ 104 $ — $ —
The accompanying notes are an integral part of these consolidated financial statements.
5 unchanged sentences
Activity related to employee stock plans — 35 — — — — 35
−Removed: Common stock issuance — 1,496 — — — — 1,496
+Added: Cumulative effect of adoption of Accounting Standards Update 2020-06 — ( 308 ) 146 — — — ( 162 )
Changes related to cash flow derivative hedges — — — 8 — — 8
6 unchanged sentences
Activity related to employee stock plans — 130 — — — — 130
−Removed: Cumulative effect of adoption of Accounting Standards Update 2020-06 — ( 308 ) 146 — — — ( 162 )
+Added: Convertible notes settlements — 13 — — — — 13
Changes related to cash flow derivative hedges — — — ( 27 ) — — ( 27 )
2 unchanged sentences
Purchases of treasury stock — — — — ( 1 ) — ( 1 )
−Removed: Net Loss attributable to Royal Caribbean Cruises Ltd.
+Added: Sale of noncontrolling interests — 46 — — — 174 220
+Added: Net Income attributable to Noncontrolling interests — — — — — 7 7
+Added: Dividends from noncontrolling interests — — — — — ( 6 ) ( 6 )
+Added: Net Income attributable to Royal Caribbean Cruises Ltd.
— — 1,697 — — — 1,697
1 unchanged sentence
Activity related to employee stock plans — 253 — — — — 253
+Added: Common stock dividends, $ 0.95 per share
+Added: — — ( 255 ) — — — ( 255 )
Convertible notes settlements — 104 — — — — 104
3 unchanged sentences
Purchases of treasury stock — — — — ( 12 ) — ( 12 )
−Removed: Sale of noncontrolling interests — 46 — — — 174 220
Net Income attributable to Noncontrolling interests — — — — — 18 18
−Removed: Dividends from noncontrolling interests — — — — — ( 6 ) ( 6 )
+Added: Other activity attributable to
+Added: noncontrolling interest — — — — — ( 21 ) ( 21 )
Net Income attributable to Royal Caribbean Cruises Ltd.
7 unchanged sentences
We own and operate three global cruise brands:
−Removed: Royal Caribbean International, Celebrity Cruises and Silversea Cruises (collectively, our "Global Brands").
+Added: Royal Caribbean, Celebrity Cruises and Silversea Cruises (collectively, our "Global Brands").
We also own a 50 % joint venture interest in TUI Cruises GmbH ("TUIC"), which operates the German brands TUI Cruises and Hapag-Lloyd Cruises (collectively, our "Partner Brands").
14 unchanged sentences
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.
−Removed: Effective March 19, 2021, we sold our wholly-owned brand, Azamara Cruises ("Azamara"), including its three -ship fleet and associated intellectual property, to Sycamore Partners for $ 201 million, before closing adjustments.
−Removed: The March 2021 sale of Azamara did not represent a strategic shift that will have a major effect on our operations and financial results, as we continue to provide similar itineraries to and source passengers from the markets served by the Azamara business.
−Removed: Therefore, the sale of Azamara did not meet the criteria for discontinued operations reporting.
−Removed: Effective March 19, 2021, we no longer consolidate Azamara's balance sheet nor recognize its results of operations in our consolidated financial statements.
−Removed: We recognized an immaterial gain on the sale during 2021.
−Removed: 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.
−Removed: Effective October 1, 2021, we eliminated the three-month reporting lag to reflect Silversea Cruises' financial position, results of operations and cash flows concurrently and consistently with the fiscal calendar of the Company ("elimination of the Silversea reporting lag").
−Removed: The elimination of the Silversea reporting lag represents a change in accounting principle, which we believe to be preferable, because it provides more current information to the users of our financial statements.
−Removed: A change in accounting principle requires retrospective application, if material.
−Removed: The impact of the elimination of the reporting lag was immaterial to prior periods and is immaterial for our fiscal year ended December 31, 2021.
−Removed: As a result, we have accounted for this change in accounting principle in our consolidated results for the year ended December 31, 2021.
−Removed: 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.
−Removed: 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
3 unchanged sentences
For further information on revenue recognition, refer to Note 3 .
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Cash and Cash Equivalents
10 unchanged sentences
The useful lives of our ships are generally 30 - 35 years, net of a 10 %- 15 % projected residual value.
−Removed: The 30 - 35 -year useful life and 10 %- 15 % residual value are based on the weighted-average of all major components of a ship.
+Added: The 30 - 35 -year useful
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: 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, environmental regulations, long-term cruise and vacation market conditions and historical useful lives of similarly-built ships.
17 unchanged sentences
We use the deferral method to account for drydocking costs.
−Removed: 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
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: a period of thirty to sixty months based on the vessel's age as required by Class.
+Added: 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 which are necessary to maintain the vessel's Class certification.
8 unchanged sentences
We may first perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired.
−Removed: When assessing goodwill for impairment, our decision to perform a qualitative assessment for an individual reporting unit is influenced by a number of factors, including the carrying value of the reporting unit's goodwill, the significance of the excess of the reporting unit's estimated fair value over carrying value at the last quantitative assessment date, macroeconomic conditions, market conditions and our operating performance.
+Added: When assessing goodwill for impairment, our decision to perform a qualitative assessment for an individual reporting unit is influenced by a number of factors, including the carrying value of the reporting unit's goodwill, the significance of the excess of
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: the reporting unit's estimated fair value over carrying value at the last quantitative assessment date, macroeconomic conditions, market conditions and our operating performance.
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.
−Removed: 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.
+Added: The estimation of fair value utilizing a probability weighted discounted cash flow model 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 probability weighted discounted cash flow model for our 2024 impairment assessment consisted of:
19 unchanged sentences
On an ongoing basis, we assess the potential liabilities related to any lawsuits or claims brought against us.
−Removed: 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
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: 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.
+Added: While it is typically difficult to determine the timing and ultimate outcome of such actions, we use our best judgment to determine if it is probable that we will incur an expense related to the settlement or final adjudication of such matters and whether a reasonable estimation of such probable loss, if any, can be made.
In assessing probable losses, we take into consideration estimates of the amount of insurance recoveries, if any, which are recorded as assets when recoverability is probable.
4 unchanged sentences
Advertising costs consist of media and online advertising as well as brochure, production and direct mail costs.
−Removed: 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.
+Added: Total advertising costs inclusive of media, online advertising, brochure, production and direct mail costs were $ 612 million, $ 506 million and $ 509 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Derivative Instruments
2 unchanged sentences
We also use non-derivative financial instruments designated as hedges of our net investment in our foreign operations and investments.
−Removed: Although certain of our derivative financial instruments do not qualify or are not accounted for under hedge accounting, our objective is not to hold or issue derivative financial instruments for trading or other speculative purposes.
+Added: Although certain of our derivative financial instruments do not
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: qualify or are not accounted for under hedge accounting, our objective is not to hold or issue derivative financial instruments for trading or other speculative purposes.
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.
11 unchanged sentences
If it is determined that a derivative is not highly effective as a hedge or hedge accounting is discontinued, any change in fair value of the derivative since the last date at which it was determined to be effective is recognized in earnings.
+Added: 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.
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.
+Added: For example, 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.
+Added: Likewise, we classify derivative instrument cash flows from hedges of foreign currency risk on our newbuild ship payments as investing activities.
In the event that hedge accounting is discontinued, cash flows subsequent to the date of discontinuance are classified within investing activities.
Cash flows from derivative instruments not designated as hedging instruments are classified as investing activities.
−Removed: 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.
−Removed: 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
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: Likewise, we classify derivative instrument cash flows from hedges of foreign currency risk on our newbuild ship payments as investing activities.
Foreign Currency Translations and Transactions
7 unchanged sentences
We monitor our credit risk associated with financial and other institutions with which we conduct significant business and, to minimize these risks, we select counterparties with credit risks acceptable to us and we seek to limit our exposure to an individual counterparty.
−Removed: 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.
+Added: 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
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: counterparties.
We do not anticipate nonperformance by any of our significant counterparties.
19 unchanged sentences
As a result, our brands have been aggregated as a single reportable segment based on the similarity of their economic characteristics, types of consumers, regulatory environment, maintenance requirements, supporting systems and processes as well as products and services provided.
−Removed: Our Chief Executive Officer has been identified as the chief operating decision-maker and all significant operating decisions including the allocation of resources are based upon the analyses of the Company as one segment.
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: Our Chief Executive Officer has been identified as the chief operating decision-maker ("CODM"), and is responsible for carrying out the functions of allocating resources and assessing performance.
+Added: The CODM uses Operating Income (loss) to assess performance and allocate resources.
+Added: This financial metric is used by the CODM to review operating trends and to monitor budget-to-actual variances in order to make key operating decisions.
Adoption of Accounting Pronouncements
−Removed: In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.
−Removed: 2020-04, Reference Rate Reform (Topic 848), which provides optional expedients and exceptions to the current guidance on contract modifications and hedging relationships to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates.
−Removed: Subsequently, in January 2021, the FASB issued ASU No.
−Removed: 2021-01, Reference Rate Reform (Topic 848), which presents amendments to clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition.
−Removed: The guidance in both ASUs was effective upon issuance.
−Removed: In December 2022, the FASB deferred the date for which this guidance can be applied from December 31, 2022 to December 31, 2024.
−Removed: We adopted the new guidance during 2022.
−Removed: 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.
−Removed: In August 2020, the FASB issued ASU No.
+Added: In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.
2020-06 , Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) ("ASU 2020-06"), which simplifies the accounting for convertible instruments.
5 unchanged sentences
Accordingly, as of January 1, 2022, we recorded a $ 161 million increase to debt, primarily as a result of the reversal of the remaining non-cash convertible debt discount, as well as a reduction of $ 307.6 million to additional paid in capital, which resulted in a cumulative effect on adoption of approximately $ 146.2 million to increase retained earnings.
−Removed: In September 2022, the FASB issued ASU No.
−Removed: 2022-04, Liabilities-Supplier Finance Programs (Subtopic 405-50) - Disclosure of Supplier Finance Program Obligations.
−Removed: This ASU requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude.
−Removed: 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.
−Removed: We adopted ASU No.
−Removed: 2022-04 effective January 1, 2023.
−Removed: The adoption did not have a material impact to our consolidated financial statements and related disclosures.
+Added: In November 2023, the FASB issued ASU No.
+Added: 2023-07, Segment Reporting (Topic 280):
+Added: Improvements to Reportable Segment Disclosures.
+Added: 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.
+Added: 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.
+Added: The amendments in this ASU are intended to improve financial reporting by requiring disclosure of
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses.
+Added: 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.
+Added: Early adoption is permitted and the amendments should be applied retrospectively to all periods presented.
+Added: We adopted the new guidance effective for the fiscal year beginning January 1, 2024.
+Added: The adoption of this guidance did not have a material impact to our consolidated financial statements or disclosures given our consolidated statement of comprehensive income (loss) already includes disclosure of our significant segment expenses that are regularly provided to our chief operating decision-maker.
+Added: In November 2024, the FASB issued ASU No.
+Added: 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20):
+Added: Induced Conversions of Convertible Debt Instruments.
+Added: This ASU is intended to improve the relevance and consistency in application of the induced conversion guidance by clarifying the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion rather than a debt extinguishment.
+Added: The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.
+Added: Early adoption is permitted for entities that have adopted the amendments in Update 2020-06 and the amendments can be applied on either a prospective or a retrospective basis.
+Added: We early adopted the new guidance effective October 1, 2024 on a retrospective basis.
+Added: The adoption of this guidance did not have a material impact to our consolidated financial statements or disclosures.
Recent Accounting Pronouncements
7 unchanged sentences
We are currently evaluating the impact of the new guidance on our consolidated financial statements.
−Removed: In November 2023, the FASB issued ASU No.
−Removed: 2023-07, Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Early adoption is permitted and the amendments should be applied retrospectively to all periods presented.
−Removed: 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.
1 unchanged sentence
Improvements to Income Tax Disclosures.
−Removed: The new guidance is intended to enhance the transparency and decision usefulness of income tax disclosures,
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.
+Added: The new guidance is intended to enhance the transparency and decision usefulness of income tax disclosures, 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.
1 unchanged sentence
We are currently evaluating the impact of the new guidance on our consolidated financial statements and related disclosures.
−Removed: Reclassifications
−Removed: For the year ended December 31, 2023, we no longer separately present Impairments and Credit losses in our consolidated statements of comprehensive income (loss).
−Removed: As a result, amounts presented in prior periods were reclassified to Other Operating to conform to the current year presentation.
−Removed: For the year ended December 31, 2023, we no longer separately present Accrued interest in our consolidated balance sheets.
−Removed: As a result, amounts presented in prior periods were reclassified to Accrued expenses and other liabilities to conform to the current year presentation.
−Removed: For the year ended December 31, 2023, we no longer separately present Amortization of debt discounts and premiums;
−Removed: Increase (decrease) in accrued interest;
−Removed: and Impairments and Credit losses in our cash flows from Operating Activities within our consolidated statements of cash flows.
−Removed: As a result, amounts presented in prior periods were reclassified to Amortization of debt issuance costs, discounts and premiums;
−Removed: Increase in accrued expenses and other liabilities;
−Removed: and Other, net, respectively, within Operating Activities to conform to the current year presentation.
+Added: In November 2024, the FASB issued ASU No.
+Added: 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):
+Added: Disaggregation of Income Statement Expenses, which requires disclosures about certain categories of expenses (including purchases of inventory, employee compensation, depreciation and intangible asset amortization) that are included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses.
+Added: This new guidance is intended to provide investors with more detailed expense information in order to better understand an entity's cost structure and forecast future cash flows.
+Added: This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027 on a prospective basis.
+Added: Early adoption and retrospective application is permitted.
+Added: We are currently evaluating the impact of the new guidance on our consolidated financial statements and related disclosures.
Revenue Recognition
2 unchanged sentences
Our performance obligation under these contracts is to provide a cruise vacation in exchange for the ticket price.
−Removed: 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.
+Added: We receive payment before we satisfy this performance obligation and recognize revenue over the duration of each cruise, which generally ranges from three to 14 nights.
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Passenger ticket revenues include charges to our guests for port costs that vary with passenger head counts.
These types of port costs, along with port costs that do not vary by passenger head counts, are included in our operating expenses.
−Removed: The amounts of port costs charged to our guests and included within Passenger ticket revenues on a gross basis were $ 896 million, $ 639 million and $ 105 million for the years ended December 31, 2023, 2022 and 2021, respectively.
+Added: The amounts of port costs charged to our guests and included within Passenger ticket revenues on a gross basis were $ 1.1 billion, $ 896 million and $ 639 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Our total revenues also include Onboard and other revenues , which consist primarily of revenues from the sale of goods and services onboard our ships that are not included in passenger ticket prices.
1 unchanged sentence
As a practical expedient, we have omitted disclosures on our remaining performance obligations as the duration of our contracts with customers is less than a year.
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Disaggregated Revenues
11 unchanged sentences
(1) Includes the United States, Canada, Mexico and the Caribbean.
−Removed: (2) Includes seasonality impacted itineraries primarily in South and Latin American countries.
−Removed: (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.
+Added: (2) Includes seasonality impacted itineraries primarily in South American countries and Antarctica.
+Added: (3) Includes revenues primarily related to cancellation fees, vacation protection insurance, 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.
15 unchanged sentences
Customer deposits presented in our consolidated balance sheets include contract liabilities of $ 2.8 billion and $ 2.6 billion as of December 31, 2024 and December 31, 2023, respectively.
−Removed: 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”).
−Removed: As of December 31, 2023, our customer deposit balance includes $ 371 million of unredeemed FCCs.
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: As of December 31, 2024, our customer deposit balance includes $ 222 million of unredeemed future cruise credits ("FCCs"), which were mostly held by guests with bookings on sailings that were cancelled during our suspension of global cruise operations.
Our FCCs are not refundable and do not have expiration dates.
4 unchanged sentences
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.
−Removed: As a result, we have outstanding receivables
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: from passenger cruise contracts in those markets.
+Added: 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 voyage.
1 unchanged sentence
These receivables are included within Trade and other receivables, net in our consolidated balance sheets.
−Removed: Our credit card processors agreements require us, under certain circumstances, to maintain a reserve that can be satisfied by posting collateral.
+Added: Our credit card processing agreements require us, under certain circumstances, to maintain a reserve that can be satisfied by posting collateral.
As of December 31, 2024, none of our credit card processors required us to maintain a reserve.
6 unchanged sentences
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).
−Removed: 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.
−Removed: 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:
+Added: As of November 30, 2024, we performed our annual goodwill impairment review and determined there was no impairment of goodwill for the Silversea Cruises and Royal Caribbean reporting units.
+Added: In respect to the Silversea Cruises reporting unit, we determined the fair value of the Silversea Cruises reporting unit exceeded its carrying value by approximately 63 %, as of November 30, 2024.
+Added: We did not perform interim impairment evaluations during the quarters ended March 31, 2024, June 30, 2024, and September 30, 2024 as no triggering events were identified.
+Added: We used a probability weighted discounted cash flow model in combination with a market-based valuation approach for the Silversea reporting unit.
+Added: This requires the use of assumptions that are subject to risk and uncertainties.
+Added: The principal assumptions used in the discounted cash flow model that support our Silversea Cruises reporting unit goodwill impairment assessment consisted of:
• Forecasted revenues per available passenger cruise day;
3 unchanged sentences
• Weighted average cost of capital (i.e., discount rate)
−Removed: 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.
−Removed: 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.
−Removed: We used a probability weighted discounted cash flow model in combination with a market-based valuation approach for the Silversea reporting unit.
−Removed: This requires the use of assumptions (described above) that are subject to risk and uncertainties.
−Removed: 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.
+Added: For the Royal Caribbean Reporting unit, we performed a qualitative assessment to determine whether it was more-likely-than not that our Royal Caribbean reporting unit's fair value was less than its carrying amount.
+Added: The qualitative analysis included assessing the impact of certain factors such as general economic conditions, limitations on accessing capital, changes in forecasted operating results, changes in fuel prices and fluctuations in foreign exchange rates.
+Added: Based on our qualitative
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: assessment, we concluded that it was more-likely-than-not that the estimated fair value of the Royal Caribbean reporting unit exceeded its carrying value.
We did not perform interim impairment evaluations during the quarters ended March 31, 2024, June 30, 2024, and September 30, 2024 as no triggering events were identified.
−Removed: This requires the use of assumptions (described above) that are subject to risk and uncertainties.
−Removed: 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):
−Removed: Royal Caribbean International Celebrity Cruises Silversea Cruises Total
+Added: The carrying value of goodwill attributable to our Royal Caribbean, Celebrity Cruises, and Silversea Cruises reporting units during the years ended December 31, 2024 and 2023 were as follows (in millions):
+Added: Royal Caribbean Celebrity Cruises Silversea Cruises Total
Balance at December 31, 2023 $ 296 $ 4 $ 509 $ 809
Balance at December 31, 2024 $ 296 $ 3 $ 509 $ 808
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: 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, 2024 and December 31, 2023.
21 unchanged sentences
(1) Primarily relates to the Silversea Cruises trade name representing approximately $ 319 million.
−Removed: The following is a summary of our intangible assets as of December 31, 2022 (in millions, except weighted average amortization period):
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: 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
22 unchanged sentences
We capitalized interest costs of $ 63 million, $ 99 million, and $ 64 million for the years ended December 31, 2024, 2023 and 2022, respectively.
+Added: In May 2024, we took delivery of Silver Ray .
+Added: In June 2024, we took delivery of Utopia of the Seas.
+Added: Refer to Note 8 .
+Added: Debt for further information on the financings for Silver Ray and Utopia of the Seas.
In June 2023, we took delivery of Silver Nova.
In November 2023, we took delivery of Celebrity Ascent and Icon of the Seas.
−Removed: 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.
−Removed: In January and April 2022, we took delivery of Wonder of the Seas and Celebrity Beyond, respectively .
−Removed: In July 2022, we purchased the Silver Endeavour for our Silversea Cruises brand for $ 277 million, including transaction fees.
−Removed: The ship entered service during the fourth quarter of 2022.
−Removed: Refer to Note 8 .
−Removed: Debt for further information on our ship financings.
+Added: In our consolidated statement of cash flows for the years ended December 31, 2024 and 2023, respectively, 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.
Long-lived Assets impairments
10 unchanged sentences
We account for the majority of these investments as either an equity method investment or a controlled subsidiary.
−Removed: Effective March 31, 2023, we closed on the partnership agreement with iCON Infrastructure Partners VI, L.P.
−Removed: 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.
−Removed: As part of the transaction with iCON we also agreed to sell 80 % of the entity which owns our terminal at PortMiami.
+Added: In 2023, we closed on the partnership agreement with iCON Infrastructure Partners VI, L.P.
+Added: This partnership owns, develops, and manages cruise terminal facilities and infrastructure in key ports of call, initially including several development projects in Italy and Spain.
+Added: As part of the transaction with iCON we also sold 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.
18 unchanged sentences
We have determined that we are not the primary beneficiary of this facility, as we do not have the power to direct the activities that most significantly impact the facility's economic performance.
−Removed: Accordingly, we do not consolidate this entity.
−Removed: 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.
+Added: Accordingly, we do not consolidate this entity and account for this investment under the equity method of accounting.
+Added: During the fourth quarter of 2024, we acquired an additional 9 % ownership interest in Grand Bahama for an immaterial amount, taking our noncontrolling interest from 40 % to 49 %.
+Added: In 2023, we formed a 50 %-owned joint venture with the other 49 % shareholder of Grand Bahama to operate Floating Docks S.
(“Floating Docks”).
1 unchanged sentence
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 $ 37 million as of December 31, 2024.
−Removed: Our investment in Floating Docks, including loans, is immaterial to our consolidated financial statements as of December 31, 2023.
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: Our investment in Floating Docks is $ 80 million as of December 31, 2024.
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.
−Removed: 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.
+Added: All the significant operating and financial decisions of
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: 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.
−Removed: 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.
−Removed: At closing, we have determined that the partnership and both Italian entities are VIE's.
+Added: During the fourth quarter of 2024, we entered into an agreement to sell one-third of our ownership interests in both Grand Bahama and Floating Docks.
+Added: The transaction is expected to close in the first half of 2025, subject to regulatory approval and customary closing conditions.
+Added: In 2023, 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.
+Added: 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.
−Removed: Accordingly, we do not consolidate these entities.
+Added: Accordingly, we do not consolidate these entities and account for these investments under the equity method of accounting.
The following tables set forth information regarding our investments accounted for under the equity method of accounting, including the entities discussed above (in millions):
1 unchanged sentence
2024 2023 2022
−Removed: Share of equity income (loss) from investments $ 200 $ 57 $ ( 135 )
−Removed: Dividends received (1)
−Removed: (1) Represents dividends received net of tax withholdings.
+Added: Share of equity income from investments
+Added: $ 260 $ 200 $ 57
As of December 31,
5 unchanged sentences
(2) Included within Other assets in our consolidated balance sheets.
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: 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 millions):
11 unchanged sentences
Net income (loss) $ 546 $ 471 $ 123
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Consolidated investments ("controlled subsidiaries")
+Added: As described above, we hold equity interests in ventures related to our cruise operations.
+Added: We account for these investments as a controlled subsidiary when we determine we are the primary beneficiary.
As part of the transaction with iCON, we sold an 80 % interest in the entity which owns our terminal at PortMiami for $ 209 million and retained a 20 % minority interest, effective March 31, 2023.
−Removed: We also sold a noncontrolling interest in another entity which is developing a port project in Spain for an immaterial amount.
−Removed: 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.
−Removed: 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.
−Removed: Credit Losses
−Removed: We reviewed our receivables for credit losses in connection with the preparation of our financial statements for the year ended December 31, 2023.
−Removed: 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.
−Removed: 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.
−Removed: The following table summarizes our credit loss allowance related to receivables (in millions):
−Removed: Credit Loss Allowance
−Removed: Balance at January 1, 2022 $ 100
−Removed: Credit loss (recovery), net ( 10 )
−Removed: Write-offs ( 7 )
−Removed: Balance at December 31, 2022 83
−Removed: Credit loss (recovery), net ( 12 )
−Removed: Write-offs ( 22 )
−Removed: Balance at December 31, 2023 $ 49
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: As part of the transaction, we also sold a noncontrolling interest in another entity which is developing a port project in Spain for an immaterial amount.
+Added: 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.
+Added: Accordingly, we continue to consolidate both entities, along with other investments where we are considered the primary beneficiary, none of which are considered material for disclosure as of December 31, 2024.
Debt consists of the following (in millions):
As of December 31,
−Removed: Interest Rate (1)
+Added: Weighted Average Rate (1)
Maturities Through 2024 2023
1 unchanged sentence
Unsecured senior notes 5.59 % 2026 - 2033 $ 9,699 $ 7,899
−Removed: 2026 - 2030 $ 7,899 $ 7,199
Secured senior notes — % 2029 — 1,000
−Removed: 2029 1,000 2,371
Unsecured term loans 3.27 % 2027 - 2036 7,687 6,569
−Removed: 2027 - 2035 6,569 4,561
Convertible notes 6.00 % 2025 322 1,150
−Removed: 2025 1,150 1,725
Total fixed rate debt 17,708 16,618
2 unchanged sentences
5.91 % 2026 - 2028 340 899
−Removed: 2025 - 2028 899 2,744
USD unsecured term loans 6.02 % 2026 - 2037 2,227 3,666
−Removed: 2024 - 2037 3,666 4,336
Euro unsecured term loans 3.97 % 2028 212 443
−Removed: 2024 - 2026 443 535
Total variable rate debt 2,779 5,008
6 unchanged sentences
Long-term portion $ 18,473 $ 19,732
−Removed: (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.
−Removed: (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.
−Removed: (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 %.
−Removed: Based on applicable Term SOFR rates, as of December 31, 2023, the maximum interest rate under the unsecured credit facilities was 7.50 %.
−Removed: We also pay a facility fee primarily at 0.20 % of the total commitments under such facility.
+Added: (1) Weighted average interest rates are based on outstanding loan balance as of December 31, 2024, and for variable rate debt include either EURIBOR or Term SOFR plus the applicable margin.
+Added: (2) Advances under our unsecured revolving credit facilities accrue interest at Term SOFR plus a 0.10 % credit adjustment spread plus an interest rate margin of 1.33 %.
+Added: Based on applicable Term SOFR rates, as of December 31, 2024, the interest rate under the unsecured credit facilities was 5.77 %.
+Added: We also pay a facility fee of 0.17 % of the total commitments under such facility.
(3) At December 31, 2024 and 2023, the weighted average interest rate for total debt was 5.03 % and 6.06 %, respectively.
Unsecured Revolving Credit Facilities
−Removed: In January 2023, we amended and extended the majority of our two unsecured revolving credit facilities.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: During the quarter ended December 31, 2024, we increased the capacity of our unsecured revolving credit facilities due in 2026 and 2028, respectively, by $ 355 million utilizing their respective accordion features.
+Added: As of December 31, 2024 our
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: aggregate revolving credit capacity is $ 4.1 billion of which $ 2.04 billion of the commitments are scheduled to mature in October 2026 and $ 2.04 billion of the commitments are scheduled to mature in October 2028.
As of December 31, 2024, we had undrawn capacity of $ 3.7 billion under our unsecured revolving credit facilities.
−Removed: Convertible Notes
+Added: Convertible Notes due 2025
+Added: In August 2024, we completed a privately negotiated exchange with a limited number of holders of the 6.00 % Convertible Senior Notes due 2025.
+Added: The holders exchanged approximately $ 827 million in aggregate principal amount for approximately 11.4 million shares of common stock and $ 827 million in cash, plus accrued and unpaid interest.
+Added: The convertible notes exchange resulted in an induced conversion expense of $ 119 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, 2024.
+Added: The net carrying value of the 6.00 % convertible notes was as follows:
+Added: (in millions) As of December 31, 2024 As of December 31, 2023
+Added: Principal $ 322 $ 1,150
+Added: Unamortized debt issuance costs 1 13
+Added: $ 321 $ 1,137
+Added: The interest expense recognized related to the 6.00 % convertible notes was as follows:
+Added: (in millions) As of December 31, 2024 As of December 31, 2023
+Added: Contractual interest expense $ 50 $ 69
+Added: Amortization of debt issuance costs 6 8
+Added: Convertible Notes due 2023
In June 2023, our remaining $ 350 million of the 4.25 % Convertible Senior Notes matured.
1 unchanged sentence
The issuance of equity increased additional paid in capital by an immaterial amount.
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In November 2023, our remaining $ 225 million of the 2.875 % Convertible Senior Notes matured.
2 unchanged sentences
2024 Debt financing transactions
+Added: In March 2024, we issued $ 1.25 billion of senior unsecured notes due in 2032 for net proceeds of approximately $ 1.24 billion.
+Added: Interest accrues on the notes at a fixed rate of 6.25 % per annum and is payable semi-annually in arrears.
+Added: The proceeds from this notes issuance, together with cash on hand, were used to redeem all of the outstanding $ 1.25 billion aggregate principal amount of 11.625 % Senior Notes due 2027.
+Added: The repayment resulted in a loss on extinguishment of debt of $ 116 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, 2024.
+Added: In August 2024, we issued $ 2.0 billion of senior unsecured notes due in 2033 for net proceeds of approximately $ 1.98 billion.
+Added: Interest accrues on the notes at a fixed rate of 6.00 % per annum and is payable semi-annually in arrears.
+Added: The proceeds from this notes issuance were used to redeem all of our outstanding $ 1.0 billion aggregate principal of 9.250 % Senior Notes due 2029 and all of our outstanding $ 1.0 billion aggregate principal amount of 8.250 % Senior secured notes due 2029.
+Added: The repayment resulted in a loss on extinguishment of debt of $ 142 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, 2024.
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: In September 2024, we issued $ 1.5 billion of senior unsecured notes due in 2031 for net proceeds of approximately $ 1.49 billion.
+Added: Interest accrues on the notes at a fixed rate 5.63 % per annum and is a payable semi-annually in arrears.
+Added: The proceeds from this notes issuance were used to redeem all of our outstanding $ 700 million aggregate principal amount of the 7.25 % Senior Notes due 2030.
+Added: The repayment resulted in a loss on extinguishment of debt of $ 61 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, 2024.
+Added: During the fourth quarter of 2024, we repaid the remaining $ 138 million of the Silver Moon term loan due 2028, which resulted in an immaterial loss on extinguishment of debt that was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the year ended December 31, 2024.
+Added: 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").
1 unchanged sentence
In addition, the remaining $ 350 million backstop committed financing was also terminated upon closing, which resulted in an immaterial loss on extinguishment of debt.
+Added: 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.
+Added: In October 2023, 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.
+Added: 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.
+Added: 2024 Export credit facilities and agency guarantees
+Added: In May 2024, we took delivery of Silver Ray .
+Added: To finance the delivery, we borrowed $ 507 million under the committed financing agreement, resulting in an unsecured term loan which is 95 % guaranteed by Euler Hermes.
+Added: The unsecured loan amortizes semi-annually over 12 years and bears interest at a fixed rate of 4.33 % per annum.
+Added: In June 2024, we took delivery of Utopia of the Seas .
+Added: To finance the delivery, we borrowed a total of $ 1.5 billion under the committed financing agreement, resulting in an unsecured term loan which is 100 % guaranteed by BpiFrance Assurance Export.
+Added: The unsecured term loan amortizes semi-annually over 12 years and bears interest primarily at a fixed rate of 3.00 % per annum.
+Added: During the second quarter of 2024, we repaid $ 839 million of outstanding deferred amounts under our export credit facilities, which eliminated the restriction on dividends and share repurchases.
+Added: These repayments included both scheduled payments and an early repayment of the amortization deferral obtained on our export credit facilities in 2020 and 2021, which resulted in an immaterial loss on extinguishment of debt that was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the year ended December 31, 2024.
+Added: 2023 Export credit facilities and agency guarantees
In June 2023, we took delivery of Silver Nova .
1 unchanged sentence
The unsecured loan amortizes semi-annually over 12 years and bears interest at a fixed rate of 4.21 % per annum.
−Removed: 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.
−Removed: 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.
−Removed: 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 .
3 unchanged sentences
Based on applicable Term SOFR rates, as of December 31, 2023, the unsecured term loan weighted average interest rate was 3.33 %.
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In November 2023, we took delivery of Icon of the Seas .
3 unchanged sentences
Based on applicable Term SOFR rates, as of December 31, 2023, the unsecured term loan weighted average interest rate was 4.76 %.
−Removed: 2022 Debt financing transactions
−Removed: In January 2022, we issued $ 1.0 billion of senior notes (the "January 2022 Unsecured Notes") due in 2027 for net proceeds of approximately $ 990 million.
−Removed: Interest accrues at a fixed rate of 5.375 % per annum and is payable semi-annually in arrears.
−Removed: The proceeds from the January 2022 Unsecured Notes were used to repay principal payments on debt maturing in 2022 (including to pay fees and expenses in connection with such repayments).
−Removed: In January 2022, we took delivery of Wonder of the Seas.
−Removed: To finance the delivery, we borrowed a total of $ 1.3 billion under a credit agreement novated to us upon delivery of the ship in January 2022, resulting in an unsecured term loan which is 100 % guaranteed by Bpifrance Assurance Export ("BpiFAE"), the official export credit agency ("ECA") of France.
−Removed: The unsecured loan amortizes semi-annually over 12 years and bears interest at a fixed rate of 3.18 % per annum.
−Removed: In April 2022, we took delivery of Celebrity Beyond .
−Removed: 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.
−Removed: The unsecured loan amortizes semi-annually over 12 years and bears interest at a fixed rate of 1.28 % per annum.
−Removed: In July 2022, we purchased Silver Endeavour for our Silversea Cruises brand.
−Removed: To finance the purchase, we assumed $ 277 million of debt, which is 95 % guaranteed by Euler Hermes Aktiengesellschaft (“Hermes”), the official export credit
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: agency of Germany.
−Removed: 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 %.
−Removed: The loan will mature in July 2037.
−Removed: In August 2022, we issued $ 1.15 billion of convertible senior notes which accrue interest at 6.00 % and mature in August 2025.
−Removed: Upon conversion election, we may deliver shares of our common stock, cash, or a combination of common stock and cash, at our election.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: In August 2022, we issued $ 1.25 billion of senior unsecured notes which accrue interest at 11.625 % that mature in August 2027.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Export credit agency guarantees
−Removed: Except for the term loans we incurred to acquire Celebrity Flora and Silver Moon, all of our unsecured ship financing term loans are guaranteed by the export credit agency in the respective country in which the ship is constructed.
+Added: All of our unsecured ship financing term loans are guaranteed by the export credit agency in the respective country in which the ship is constructed.
For the majority of the loans as of December 31, 2024, we pay to the applicable export credit agency, depending on the financing agreement, an upfront fee of 2.35 % to 5.48 % of the maximum loan amount in consideration for these guarantees.
4 unchanged sentences
Debt covenants
−Removed: 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.
−Removed: 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.
+Added: 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, and to maintain minimum liquidity.
+Added: In July 2024, we amended all of our export credit facilities to eliminate the contractual requirement for us to maintain a minimum level of stockholders' equity.
As of December 31, 2024, we were in compliance with our debt covenants and we estimate we will be in compliance for the next twelve months.
−Removed: The net carrying value of the 6.00 % convertible notes was as follows:
−Removed: (in millions) As of December 31, 2023 As of December 31, 2022
−Removed: Principal $ 1,150 $ 1,725
−Removed: Unamortized debt issuance costs 13 24
−Removed: $ 1,137 $ 1,701
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: The interest expense recognized related to the 6.00 % convertible notes was as follows:
−Removed: (in millions) As of December 31, 2023 As of December 31, 2022
−Removed: Contractual interest expense $ 69 $ 76
−Removed: Amortization of debt issuance costs 8 16
−Removed: 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):
+Added: Annual maturities
+Added: The following is a schedule of annual maturities on our total debt including finance leases, as of December 31, 2024 for each of the next five years (in millions):
Year As of December 31, 2024 (1)
5 unchanged sentences
We recognize lease expense for these leases on a straight-line basis over the lease term.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: In addition, there will be future remeasurements as the County completes several construction milestones throughout the term of the extended lease.
−Removed: 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.
+Added: The company's preferred berthing agreement with Miami-Dade County ("County") includes the development plans for the County to finance the construction of a new and improved cruise Terminal G at PortMiami.
+Added: The aggregate amount of the operating lease liabilities recorded for this berthing agreement was $ 168 million and $ 167 million as of December 31, 2024 and December 31, 2023, respectively.
+Added: There will be future remeasurements of the operating lease as the County completes several construction milestones throughout the term of the extended lease, including an expected remeasurement in 2027 or later, when
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: the County satisfies substantial completion of Terminal G, as the minimum lease payments will increase at such time 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.
7 unchanged sentences
However, for berthing agreements, we account for the lease and non-lease components as a single lease component.
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Finance leases
−Removed: Our finance leases primarily relate to buildings and surrounding land located at our Miami headquarters, and our lease for Silver Dawn .
+Added: Our finance leases primarily relate to buildings and surrounding land located at our Miami headquarters.
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, 2024 and 2023.
5 unchanged sentences
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.
−Removed: Silversea Cruises operates Silver Dawn under a sale-leaseback agreement with a bargain purchase option at the end of the 15 year lease term.
−Removed: Due to the bargain purchase option at the end of the lease term in 2036 whereby Silversea Cruises is reasonably certain of obtaining ownership of the ship, Silver Dawn is accounted for as a finance lease.
−Removed: The lease includes other purchase options beginning in year three, none of which are reasonably certain of being exercised at this time.
−Removed: 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.
−Removed: The lease payments on the Silver Dawn are subject to adjustments based on the Term SOFR rate.
+Added: During the quarter ended December 31, 2024, we executed the bargain purchase option and paid in full all of the outstanding aggregate principal amount of the Silver Dawn finance lease for approximately $ 227 million, which resulted in an immaterial loss on extinguishment of debt that was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the year ended December 31, 2024.
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Supplemental balance sheet information for leases was as follows (in millions):
17 unchanged sentences
Total lease liabilities $ 861 $ 1,047
−Removed: The components of lease costs were as follows (in millions):
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: The components of lease expense were as follows (in millions):
Consolidated Statement of Comprehensive Income (Loss) Classification Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2022
9 unchanged sentences
These variable lease costs are included within the balances presented above.
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The weighted average of the remaining lease terms and weighted average discount rates are as follows:
As of December 31, 2024 As of December 31, 2023
−Removed: Weighted average of the remaining lease term
+Added: Weighted average of the remaining lease term in years
Operating leases 17.96 19.43
9 unchanged sentences
Financing cash flows from finance leases $ 252 $ 31 $ 48
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of December 31, 2024, maturities related to lease liabilities were as follows (in millions):
8 unchanged sentences
As a result of the adoption of this pronouncement, the cumulative effect to Shareholders' equity was a reduction of $ 162 million.
−Removed: For further information regarding the entry recorded and the adoption of ASU 2020-06 , refer to Note 2 .
−Removed: Summary of Significant Accounting Policies.
−Removed: Common Stock Issued
−Removed: During March 2021, we issued 16.9 million shares of common stock, par value $ 0.01 per share, at a price of $ 91.00 per share.
−Removed: We received net proceeds of $ 1.5 billion from the sale of our common stock, after deducting the estimated offering expenses payable by us.
−Removed: We did not declare any dividends during the years ended December 31, 2023, December 31, 2022, and December 31, 2021.
−Removed: 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.
−Removed: 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.
+Added: During the fourth and third quarters of 2024, our Board of Directors declared dividends of $ 0.55 and $ 0.40 per share which were paid in the January 2025 and October 2024, respectively.
+Added: We did not declare any dividends during the years ended December 31, 2023 and December 31, 2022.
+Added: During the second quarter of 2024, we repaid the principal amounts deferred under our export credit facilities, which eliminated the restriction on dividends and share repurchases.
+Added: Refer to Note 8 .
+Added: Debt for further information on the transaction.
+Added: In February 2025, our Board of Directors declared a dividend of $ 0.75 per share, payable in April 2025.
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Noncontrolling Interests
−Removed: Effective March 31, 2023, we closed the partnership with iCON.
+Added: In 2023, we closed the partnership with iCON.
We sold 80 % of the entity which owns our terminal at PortMiami for $ 209 million and retained a 20 % minority interest.
2 unchanged sentences
Investments and Other Assets for further information on the transaction.
+Added: Common Stock Repurchase Program
+Added: In February 2025, our board of directors authorized a 12-month common stock repurchase program for up to $ 1 billion.
+Added: The timing and number of shares to be repurchased will depend on a variety of factors including price and market conditions.
+Added: Repurchases under the program may be made at management's discretion from time to time on the open market or through privately negotiated transactions.
Stock-Based Employee Compensation
4 unchanged sentences
In addition, performance shares and performance share units generally vest in three years .
−Removed: With certain limited exceptions, awards are
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: forfeited if the recipient ceases to be an employee before the shares vest.
−Removed: We have not issued stock options since 2016, and all stock options have been exercised as of December 31, 2021.
−Removed: As a result, no Stock option expense has been recognized for the years ended December 31, 2023, 2022 and 2021.
+Added: With certain limited exceptions, awards are forfeited if the recipient ceases to be an employee before the shares vest.
Our officers receive their long-term incentive awards through a combination of performance share units and restricted stock units.
2 unchanged sentences
In 2024, we issued a target number of 272,583 performance share units, which will vest approximately three years following the award issue date.
−Removed: The performance payout of these grants will be based on return on the Company's invested capital ("ROIC"), earnings per share ("EPS"), 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.
+Added: The performance payout of these grants will be based on return on the Company's invested capital ("ROIC"), adjusted earnings per share ("Adjusted EPS"), and Carbon Intensity Reduction for the year ended December 31, 2024, to December 31, 2026, as may be adjusted by the Talent and Compensation Committee of our board of directors in early 2027 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.
5 unchanged sentences
however, grantees will only retain those shares earned as the result of the Company achieving the performance goals during the measurement period.
−Removed: The performance payout of the 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.
+Added: The performance payout of the 2024 awards will be based on the Company's ROIC, Adjusted EPS, and Carbon Intensity Reduction for the year ended December 31, 2024, to December 31, 2026, as may be adjusted by the Talent and Compensation Committee of our board of directors in early 2027 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.
Offerings to employees are made on a quarterly basis.
−Removed: Subject to certain limitations, the purchase price for each share of common stock is equal to 85 % of the average of the market prices of the common stock as reported on the New York Stock Exchange on the first business day of the purchase period and the last business day of each month of the purchase period.
+Added: Subject to certain limitations, the purchase price for each share of common stock is equal to 85 % of the average of the market prices of the common stock as reported on the New York Stock Exchange on the first business day of the purchase period and the last business day of each
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: month of the purchase period.
During the years ended December 31, 2024, 2023 and 2022, 102,796 , 151,989 and 171,279 shares of our common stock were purchased under the ESPP at a weighted-average price of $ 135.55 , $ 71.23 and $ 44.01 , respectively.
7 unchanged sentences
Restricted stock activity is summarized in the following table:
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Restricted Stock Units Activity Number of
21 unchanged sentences
Non-vested share units as of December 31, 2024 665,153 $ 90.64
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The weighted-average estimated fair value of performance share units granted during the years ended December 31, 2023 and 2022 was $ 73.96 and $ 79.80 , respectively.
6 unchanged sentences
Restricted stock awards activity is summarized in the following table:
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Restricted Stock Awards Activity Number of
12 unchanged sentences
Net Income (loss) attributable to Royal Caribbean Cruises Ltd.
−Removed: for basic and diluted loss per share $ 1,697 $ ( 2,156 ) $ ( 5,260 )
−Removed: Add convertible notes interest 88 — —
+Added: for basic earnings (loss) per share $ 2,877 $ 1,697 $ ( 2,156 )
+Added: Add convertible notes interest and inducement expense 175 88 —
Net Income (loss) attributable to Royal Caribbean Cruises Ltd.
5 unchanged sentences
Basic earnings (loss) per share (1)
+Added: $ 11.00 $ 6.63 $ ( 8.45 )
Diluted earnings (loss) per share (1)
−Removed: 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.
−Removed: In 2021, the dilutive impact was determined using the treasury stock method.
−Removed: 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.
+Added: $ 10.94 $ 6.31 $ ( 8.45 )
+Added: (1) Per share amounts may not calculate due to the use of rounded numbers.
+Added: There were no antidilutive shares for year ended December 31, 2024 and 2023, respectively, compared to 31,027,815 antidilutive shares from our stock-based awards and convertible notes for the year ended December 31, 2022.
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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.
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: 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.
1 unchanged sentence
Income from activities not considered qualifying activities, which we do not consider significant, remains subject to United-Kingdom corporate income tax.
−Removed: For the year ended December 31, 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.
−Removed: 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.
−Removed: Income taxes are recorded within Other (expense) income .
−Removed: In addition, all interest expense and penalties related to income tax liabilities are classified as income tax expense within Other (expense) income .
+Added: For the years ended December 31, 2024, 2023, and 2022, we had an income tax expense of approximately $ 46 million, $ 6 million, and $ 4 million, respectively, primarily driven by income tax from our non-US operations and items not qualifying under Section 883, tonnage tax and income taxes for the remainder of our subsidiaries.
+Added: Income taxes are recorded within Other income (expense) .
+Added: In addition, all interest expense and penalties related to income tax liabilities are classified as income tax expense within Other income (expense) .
For a majority of our subsidiaries, we do not expect to incur income taxes on future distributions of undistributed earnings.
2 unchanged sentences
As of December 31, 2024, the Company had deferred tax assets for U.S.
−Removed: and foreign net operating losses (“NOLs”) of approximately $ 57 million.
−Removed: 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.
−Removed: 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.
+Added: and foreign net operating losses (“NOLs”) of approximately $ 32 million and deferred tax assets for U.S.
+Added: and foreign tax credits of approximately $ 19 million.
We regularly review deferred tax assets for recoverability based on our history of earnings, expectations of future earnings, and tax planning strategies.
1 unchanged sentence
A valuation allowance is recorded in those circumstances in which we conclude it is not more-likely-than-not we will recover the deferred tax assets prior to their expiration.
−Removed: Changes in Accumulated Other Comprehensive (Loss) Income
−Removed: 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):
+Added: As of December 31, 2024, we have provided a valuation allowance for approximately $ 15 million of deferred tax assets for NOLs and tax credits.
+Added: $ 5 million of the NOLs deferred tax assets relate to NOLs which are subject to expire between 2025 and 2042 and $ 18 million of the tax credits deferred tax assets relate to credits which are subject to expire between 2037 and 2039.
+Added: Our deferred tax assets and deferred tax liabilities and corresponding valuation allowances related to our operations were not material as of December 31, 2024 and 2023.
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: Changes in Accumulated Other Comprehensive (Loss) Income
+Added: The following table presents the changes in accumulated other comprehensive loss by component for the years ended December 31, 2024, 2023 and 2022 (in millions):
Changes related to cash flow derivative hedges Changes in defined
7 unchanged sentences
Amounts reclassified from accumulated other comprehensive loss ( 30 ) — — ( 30 )
−Removed: Net current-period other comprehensive income 8 49 10 67
+Added: Net current-period other comprehensive (loss) income ( 27 ) 6 ( 9 ) ( 30 )
Accumulated comprehensive loss at January 1, 2024 ( 666 ) ( 2 ) ( 6 ) ( 674 )
3 unchanged sentences
Accumulated comprehensive loss at December 31, 2024 $ ( 823 ) $ 10 $ 11 $ ( 802 )
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table presents reclassifications out of accumulated other comprehensive loss for the years ended December 31, 2024, 2023 and 2022 (in millions):
4 unchanged sentences
Foreign currency forward contracts ( 23 ) ( 18 ) ( 17 ) Depreciation and amortization expenses
−Removed: Foreign currency forward contracts ( 10 ) ( 3 ) ( 3 ) Other (expense) income
−Removed: Fuel swaps — — — Other (expense) income
+Added: Foreign currency forward contracts — ( 10 ) ( 3 ) Other income (expense)
Fuel swaps 15 9 195 Fuel
−Removed: 30 163 ( 21 )
Amortization of defined benefit plans:
Actuarial loss — — ( 3 ) Payroll and related
+Added: Release of foreign cumulative translation due to sale or liquidation of businesses:
+Added: Foreign cumulative translation 2 — — Other operating
Total reclassifications for the period $ 39 $ 30 $ 160
26 unchanged sentences
Other Financial Instruments
−Removed: The carrying amounts of accounts receivable, accounts payable, accrued interest, and accrued expenses approximate fair value as of December 31, 2023 and 2022.
+Added: The carrying amounts of accounts receivable, accounts payable, and accrued expenses approximate fair value as of December 31, 2024 and 2023.
Assets and liabilities that are recorded at fair value have been categorized based upon the fair value hierarchy.
89 unchanged sentences
If it is determined that a derivative is not highly effective as a hedge or hedge accounting is discontinued, any change in fair value of the derivative since the last date at which it was determined to be highly effective is recognized in earnings.
+Added: We consider the classification of the underlying hedged item’s cash flows in determining the classification for the designated derivative instrument’s cash flows.
Cash flows from derivative instruments that are designated as fair value or cash flow hedges are classified in the same category as the cash flows from the underlying hedged items.
1 unchanged sentence
Cash flows from derivative instruments not designated as hedging instruments are classified as investing activities.
−Removed: We consider the classification of the underlying hedged item’s cash flows in determining the classification for the designated derivative instrument’s cash flows.
−Removed: 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.
+Added: For example, 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.
Likewise, we classify derivative instrument cash flows from hedges of foreign currency risk on our newbuild ship payments as investing activities.
9 unchanged sentences
At December 31, 2024, we maintained interest rate swap agreements on the following floating-rate debt instruments:
−Removed: Debt Instrument Swap Notional as of December 31, 2023 (In millions) Maturity Debt Floating Rate (3) All-in Fixed Rate
−Removed: Celebrity Reflection term loan
−Removed: $ 55 October 2024 Term SOFR 0.40 % 2.88 %
+Added: Debt Instrument Swap Notional as of December 31, 2024 (In millions) Maturity Debt Floating Rate Spread All-in Fixed Rate
Quantum of the Seas term loan
−Removed: 184 October 2026 Term SOFR 1.30 % 3.78 %
+Added: 123 October 2026 Term SOFR plus 1.30 % 3.78 %
Anthem of the Seas term loan
−Removed: 211 April 2027 Term SOFR 1.30 % 3.9 %
+Added: 151 April 2027 Term SOFR plus 1.30 % 3.9 %
Ovation of the Seas term loan
−Removed: 311 April 2028 Term SOFR 1.00 % 3.20 %
+Added: 242 April 2028 Term SOFR plus 1.00 % 3.20 %
Harmony of the Seas term loan (1)
1 unchanged sentence
Odyssey of the Seas term loan (2)
−Removed: 345 October 2032 Term SOFR 0.96 % 3.28 %
+Added: 307 October 2032 Term SOFR plus 0.96 % 3.28 %
Odyssey of the Seas term loan (2)
−Removed: 173 October 2032 Term SOFR 0.96 % 2.91 %
+Added: 153 October 2032 Term SOFR plus 0.96 % 2.91 %
___________________________________________________________________
2 unchanged sentences
(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.
−Removed: (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
13 unchanged sentences
These instruments are not designated as hedging instruments.
−Removed: 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.
−Removed: These amounts were recognized in earnings within Other (expense) income in our consolidated statements of comprehensive income (loss).
−Removed: 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.
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: For the years ended December 31, 2024, 2023 and 2022, changes in the fair value of the foreign currency forward contracts resulted in (losses) gains of $( 77 ) million, $ 19 million and $( 102 ) million, respectively, which offset gains (losses) arising from the remeasurement of monetary assets and liabilities denominated in foreign currencies in those same years of $ 65 million, $( 43 ) million and $ 93 million, respectively.
+Added: These amounts were recognized in earnings within Other income (expense) in our consolidated statements of comprehensive income (loss).
+Added: The notional amount of outstanding foreign exchange contracts, excluding the forward contracts entered into to minimize remeasurement volatility, as of December 31, 2024 and 2023 was $ 2.7 billion and $ 2.9 billion, respectively.
Non-Derivative Instruments
We consider our investments in our foreign operations to be denominated in relatively stable currencies and to be of a long-term nature.
−Removed: 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.
−Removed: We had designated debt as a hedge of our net investments primarily in TUI Cruises of € 648 million, or approximately $ 716 million, as of December 31, 2023.
+Added: We address the exposure of our investments in foreign operations by denominating a portion of our debt in our subsidiaries'
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: and investments' functional currencies and designating it as a hedge of these subsidiaries and investments.
+Added: We had designated debt as a hedge of our net investments in TUI Cruises of € 889 million, or approximately $ 921 million, as of December 31, 2024.
As of December 31, 2023, we had designated debt as a hedge of our net investments primarily in TUI Cruises of € 648 million, or approximately $ 716 million.
3 unchanged sentences
Our fuel swap agreements are generally accounted for as cash flow hedges.
−Removed: In the case that our hedged forecasted fuel consumption is not probable of occurring, hedge accounting will be discontinued and the related accumulated other comprehensive gain or loss will be reclassified to Other (expense) income immediately.
+Added: In the case that our hedged forecasted fuel consumption is not probable of occurring, hedge accounting will be discontinued and the related accumulated other comprehensive gain or loss will be reclassified to Other income (expense) immediately.
For hedged forecasted fuel consumption that remains possible of occurring, hedge accounting will be discontinued and the related accumulated other comprehensive gain or loss will remain in accumulated other comprehensive gain or loss until the underlying hedged transactions are recognized in earnings or the related hedged forecasted fuel consumption is deemed probable of not occurring.
−Removed: 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.
−Removed: During the year ended December 31, 2023, we discontinued cash flow hedge accounting on certain fuel swap agreements, which resulted in immaterial gain.
+Added: Changes in the fair value of fuel swaps for which cash flow hedge accounting was discontinued are currently recognized in Other income (expense) for each reporting period through the maturity dates of the fuel swaps.
During the year ended December 31, 2024, we did not discontinue cash flow hedge accounting on any of our fuel swap agreements.
+Added: During the year ended December 31, 2023, we discontinued cash flow hedge accounting on certain fuel swap agreements, which resulted in an immaterial gain.
At December 31, 2024, we have hedged the variability in future cash flows for certain forecasted fuel transactions occurring through 2025 and 2027.
12 unchanged sentences
2026 44 % 3 %
+Added: 2027 20 % — %
At December 31, 2024, there was $ 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 income (loss) within the next twelve months when compared to $ 21 million of estimated unrealized net loss at December 31, 2023.
28 unchanged sentences
Foreign currency debt Long-term debt 860 523
−Removed: 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 millions):
−Removed: 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
−Removed: Derivatives and related Hedged Items under ASC 815-20 Fair Value Hedging Relationships Year Ended December 31, 2023 Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2023 Year Ended December 31, 2022 Year Ended December 31, 2021
−Removed: Interest rate swaps Interest expense, net of interest capitalized $ — $ ( 4 ) $ ( 1 ) $ — $ 5 $ 11
−Removed: $ — $ ( 4 ) $ ( 1 ) $ — $ 5 $ 11
−Removed: ROYAL CARIBBEAN CRUISES LTD.
−Removed: 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):
6 unchanged sentences
The effect of non-derivative instruments qualifying and designated as net investment hedging instruments on the consolidated financial statements was as follows (in millions):
+Added: ROYAL CARIBBEAN CRUISES LTD.
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Amount of Gain (Loss)
19 unchanged sentences
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.
−Removed: As of December 31, 2023, our senior unsecured debt credit rating was BB- by Standard & Poor's and B1 by Moody's.
+Added: As of December 31, 2024, our senior unsecured debt credit rating was BB+ by Standard & Poor's and Ba1 by Moody's.
As of December 31, 2024, 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.
+Added: On February 4, 2025, Standard & Poor's upgraded our unsecured debt credit rating from BB+ to BBB-.
ROYAL CARIBBEAN CRUISES LTD.
3 unchanged sentences
Our future capital commitments consist primarily of new ship orders.
−Removed: 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.
+Added: As of December 31, 2024, we had two Icon-class ships and one Oasis-class ship on order for our Royal Caribbean brand with an aggregate capacity of approximately 16,900 berths.
As of December 31, 2024, we had one Edge-class ship on order for our Celebrity brand with capacity of approximately 3,250 berths.
−Removed: 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.
+Added: During 2017, we entered into a credit agreement for the unsecured financing of Star of the Seas, the second Icon-class ship for up to 80 % of the contract price.
+Added: 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.
+Added: The maximum loan amount under the facility is not to exceed € 1.4 billion, or approximately $ 1.4 billion, based on the exchange rate at December 31, 2024.
+Added: 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 ranging from Term SOFR plus 1.58 % to 1.63 %.
+Added: The loan will amortize semi-annually and will mature 12 years following delivery of the ship.
+Added: Star of the Seas will have a capacity of approximately 5,600 berths.
+Added: In December 2024, we amended the credit agreement for Star of the Seas , to increase the maximum loan amount by € 364 million or $ 377 million based on exchange rate at December 31, 2024.
+Added: Interest on the incremental portion will accrue at a floating rate equal to Term SOFR plus 0.85 %.
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.
2 unchanged sentences
The loan will amortize semi-annually and will mature 12 years following delivery of the ship.
−Removed: Interest on the loan will accrue either at a floating rate equal to Term SOFR + 1.45 %.
+Added: Interest on the loan will accrue at a floating rate equal to Term SOFR + 1.45 %.
Celebrity Xcel will have a capacity of approximately 3,250 berths.
−Removed: 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.
−Removed: 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.
−Removed: The loan, once funded, will amortize semi-annually and will mature 12 years following the delivery of the ship.
−Removed: 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 %.
−Removed: Silver Ray will have a capacity of approximately 730 berths.
−Removed: 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.
−Removed: 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 %.
−Removed: 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 %.
−Removed: 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.
−Removed: 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.
−Removed: The maximum loan amount under the facility is not to exceed the United States dollar equivalent of € 1.3 billion, or approximately $ 1.4 billion based on the exchange rate at December 31, 2023.
−Removed: The loan will amortize semi-annually and will mature 12 years following delivery of the ship.
−Removed: Interest on the loan will accrue at a fixed rate of 3.00 % (inclusive of margin).
−Removed: 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.
5 unchanged sentences
The third Icon-class ship will have a capacity of approximately 5,600 berths.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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)
−Removed: ranging from Term SOFR plus 1.58 % to 1.63 %.
−Removed: The loan will amortize semi-annually and will mature 12 years following delivery of the ship.
−Removed: Star of the Seas will have a capacity of approximately 5,600 berths.
−Removed: Our future capital commitments consist primarily of new ship orders.
−Removed: As of December 31, 2023, our Global Brands and our Partner Brands have eight ships on order.
−Removed: 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.
−Removed: 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.
+Added: As of December 31, 2024, our Global Brands and our Partner Brands have the following ships on order:
Ship Shipyard Expected to be delivered Approximate
−Removed: Royal Caribbean International —
−Removed: Utopia of the Seas Chantiers de l’Atlantique 2nd Quarter 2024 5,700
−Removed: Star of the Seas Meyer Turku Oy 2nd Quarter 2025 5,600
+Added: Royal Caribbean —
+Added: Unnamed Chantiers de l’Atlantique 2nd Quarter 2028 5,700
+Added: Star of the Seas Meyer Turku Oy 3rd Quarter 2025 5,600
Unnamed Meyer Turku Oy 2nd Quarter 2026 5,600
1 unchanged sentence
Celebrity Xcel Chantiers de l’Atlantique 4th Quarter 2025 3,250
−Removed: Silversea Cruises —
−Removed: Evolution-class:
−Removed: Silver Ray Meyer Werft 2nd Quarter 2024 730
TUI Cruises (50% joint venture) —
−Removed: Mein Schiff 7 Meyer Turku Oy 2nd Quarter 2024 2,900
−Removed: Mein Schiff Relax Fincantieri 4th Quarter 2024 4,100
−Removed: Unnamed Fincantieri 2nd Quarter 2026 4,100
+Added: Mein Schiff Relax Fincantieri 1st Quarter 2025 4,100
+Added: Mein Schiff Flow Fincantieri 2nd Quarter 2026 4,100
Total Berths 28,350
−Removed: 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.
−Removed: 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.
−Removed: Approximately 43.5 % of the aggregate cost was exposed to fluctuations in the Euro exchange rate at December 31, 2023.
+Added: During the quarter ended December 31, 2024, we received commitments for the unsecured financing of the seventh Oasis-class ship for up to 80 % of the ship’s contract price and our building contract with Chantiers de l'Atlantique became effective.
+Added: Bpifrance Assurance Export, the official French export credit agency, has agreed to guarantee to the lenders 100 % of the financing.
+Added: In addition, during 2024, we entered into an agreement with Meyer Turku Oy and Chantiers de l' Atlantique to build a fourth Icon-class ship for delivery in 2027 and a sixth Edge-class ship for delivery in 2028.
+Added: The agreements are contingent upon completion of certain conditions precedent including financing.
+Added: In January 2025, we announced the launch of Celebrity River Cruises, a premium river cruise vacation.
+Added: We entered into agreements for the commitment to an initial order of 10 ships with plans to sail in 2027.
+Added: As of December 31, 2024, the aggregate cost of our ships on order, presented in the table above, not including any ships on order by our Partner Brands, was approximately $ 7.8 billion, of which we had deposited $ 815 million.
Refer to Note 16.
6 unchanged sentences
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.
−Removed: We have appealed the judgment to the United States Court of Appeals for the 11th Circuit.
−Removed: We believe we have meritorious grounds for and intend to vigorously pursue our appeal.
+Added: We then appealed the judgment to the United States Court of Appeals for the 11th Circuit.
+Added: On October 22, 2024, the 11th Circuit issued an opinion reversing the lower court’s judgment.
+Added: The plaintiff's petition for a rehearing by the full 11th Circuit was subsequently denied.
+Added: The plaintiff has the right to petition the United States Supreme Court for a writ of certiorari.
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.
+Added: Following the 11th Circuit's denial of the rehearing petition, we released approximately $ 124 million of the previously recorded loss contingency for the year ended December 31, 2024, recognized within Other (expense) income within our consolidated statements of comprehensive income (loss).
ROYAL CARIBBEAN CRUISES LTD.
3 unchanged sentences
We believe the outcome of such claims, net of expected insurance recoveries, will not have a material adverse impact on our financial condition or results of operations and cash flows.
+Added: During the third quarter of 2024, we entered into agreements to acquire the Port of Costa Maya and adjacent land in Mahahual, Mexico for approximately $ 292 million.
+Added: The transaction is expected to close in the first half of 2025, subject to regulatory approval and customary closing conditions.
Some of the contracts that we enter into include indemnification provisions that obligate us to make payments to the counterparty if certain events occur.
9 unchanged sentences
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.