Item 16. Form 10-K Summary

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Item 16. Form 10-K Summary

None.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ROYAL CARIBBEAN CRUISES LTD. (Registrant)
By:/s/ NAFTALI HOLTZ
Naftali Holtz Chief Financial Officer (Principal Financial Officer and duly authorized signatory)

February 23, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 23, 2023.

/s/ JASON T. LIBERTY
Jason T. Liberty Director and Chief Executive Officer (Principal Executive Officer)
/s/ NAFTALI HOLTZ
Naftali Holtz Chief Financial Officer (Principal Financial Officer)
/s/ HENRY L. PUJOL
Henry L. Pujol Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)
*
Richard D. Fain Chairman of the Board
*
John F. Brock Director
*
Stephen R. Howe Jr. Director
*
William L. Kimsey Director
*
Maritza G. Montiel Director
*
Ann S. Moore Director
*
Eyal M. Ofer Director
*
Vagn O. Sørensen Director
*
Donald Thompson Director
*
Arne Alexander Wilhelmsen Director
*
Amy C. McPherson Director
*
Michael O. Leavitt Director
*By:/s/ NAFTALI HOLTZ
Naftali Holtz, as Attorney-in-Fact

ROYAL CARIBBEAN CRUISES LTD.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 238)F-2
Consolidated Statements of Comprehensive LossF-5
Consolidated Balance SheetsF-6
Consolidated Statements of Cash FlowsF-7
Consolidated Statements of Shareholders' EquityF-9
Notes to the Consolidated Financial StatementsF-10

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Royal Caribbean Cruises Ltd.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Royal Caribbean Cruises Ltd. and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of comprehensive loss, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2022, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Changes in Accounting Principles

As discussed in Notes 2 and 1 to the consolidated financial statements, effective January 1, 2022, the Company changed the manner in which it accounts for convertible notes and effective October 1, 2021, the Company changed the manner in which it accounts for the consolidation of Silversea Cruises.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Emphasis of Matter

As discussed in Note 1 to the consolidated financial statements, the resulting effects of the COVID-19 pandemic are having a material negative impact on the Company's operating cash flows and liquidity. Management's evaluation of these events and conditions and management's plan to mitigate these matters are also described in Note 1.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

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accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Liquidity – Impact of COVID-19

As described in Note 1 to the consolidated financial statements, management believes the resulting effects of the COVID-19 pandemic are having a material negative impact on the Company’s operating cash flows and liquidity. Management has taken measures to manage liquidity, including the issuance of debt and shares of common stock, the amendment of credit agreements to defer payments, and the modification of covenant requirements and waivers. The principal assumptions used in management’s estimate of future liquidity consisted of (i) the expected timing of cash collections for cruise bookings; (ii) the expected sustained increase in revenue per available passenger cruise day; (iii) the expected increase in occupancy levels to reach historical levels; and (iv) the inflationary increases to the Company’s operating costs, mostly impacting the expected cost of fuel and food. Based on management’s actions, as well as the Company’s present financial condition and the assumptions on liquidity, management believes they have sufficient liquidity to fund their obligations for at least the next twelve months from the issuance of the financial statements.

The principal considerations for our determination that performing procedures relating to the impact of COVID 19 on the Company’s liquidity is a critical audit matter are the significant judgment by management when developing the estimate of future liquidity; this in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s estimate of future liquidity and assumptions related to (i) the expected timing of cash collections for cruise bookings; (ii) the expected sustained increase in revenue per available passenger cruise day; (iii) the expected increase in occupancy levels to reach historical levels, and (iv) the inflationary increases to the Company’s operating costs, mostly impacting the expected cost of fuel and food.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s estimate of future liquidity. These procedures also included, among others, (i) testing management’s process for estimating future liquidity for the twelve months after the date the financial statements are issued; (ii) testing the completeness and accuracy of underlying data used in the estimate; (iii) evaluating the reasonableness of the significant assumptions used by management related to the expected timing of cash collections for cruise bookings, the expected sustained increase in revenue per available passenger cruise day, the expected increase in occupancy levels to reach historical levels, and the inflationary increases to the Company’s operating costs, mostly impacting the expected cost of fuel and food; and (iv) evaluating management’s estimate of future liquidity and their disclosure in the consolidated financial statements regarding having sufficient liquidity to satisfy the Company’s obligations for at least the next twelve months from the issuance of the financial statements. Evaluating management’s assumptions related to the expected timing of cash collections for cruise bookings, the expected sustained increase in revenue per available passenger cruise day, the expected increase in occupancy levels to reach historical levels, and the inflationary increases to the Company’s operating costs, mostly impacting the expected cost of fuel and food involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Company; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

Impairment Assessments – Silversea Cruises Reporting Unit Goodwill and Trade Name

As described in Notes 2, 4 and 5 to the consolidated financial statements, as of December 31, 2022 the Company’s consolidated goodwill balance was $809 million and the indefinite-life intangible assets balance was $321 million, and the goodwill and trade name associated with the Silversea Cruises reporting unit and trade name was $509 million and $319 million,

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respectively. Management reviews goodwill and indefinite-life intangible assets for impairment at the reporting unit level and asset level, respectively, annually or, when events or circumstances dictate, more frequently. The quantitative impairment assessment consists of a comparison of the fair value of the reporting unit or asset with its carrying value. Fair value is estimated by management using a discounted cash flow model in combination with a market-based valuation approach for reporting units and a relief-from-royalty method for trade names. Management’s principal assumptions for the Silversea Cruises reporting unit and trade name were forecasted revenues per available passenger cruise day, occupancy rates from existing and expected ship deliveries, vessel operating expenses, terminal growth rate, royalty rate, and weighted average cost of capital (i.e., discount rate).

The principal considerations for our determination that performing procedures relating to the impairment assessments of the Silversea Cruises reporting unit goodwill and trade name is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to forecasted revenues per available passenger cruise day, occupancy rates from existing and expected ship deliveries, terminal growth rates, and discount rates for the goodwill and trade name impairment assessments, vessel operating expenses for the goodwill impairment assessment and the royalty rate for the trade name impairment assessment; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill and trade name impairment assessments, including controls over the valuation of the Silversea Cruises reporting unit and trade name. These procedures also included, among others, (i) testing management’s process for developing the fair value estimates; (ii) evaluating the appropriateness of the discounted future cash flow model and relief-from-royalty method; (iii) testing the completeness and accuracy of underlying data used in the fair value estimates; and (iv) evaluating the reasonableness of the significant assumptions used by management related to forecasted revenues per available passenger cruise day, occupancy rates from existing and expected ship deliveries, terminal growth rates, and discount rates for the goodwill and trade name impairment assessments, vessel operating expenses for the goodwill impairment assessment and the royalty rate for the trade name impairment assessment. Evaluating management’s assumptions related to forecasted revenues per available passenger cruise day, occupancy rates from existing and expected ship deliveries, vessel operating expenses and terminal growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit and the Silversea Cruises brand; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of (i) the Company’s discounted cash flow model and relief-from-royalty method, and (ii) the discount rate and royalty rate assumptions.

/s/ PricewaterhouseCoopers LLP

Hallandale Beach, Florida

February 23, 2023

We have served as the Company’s auditor since at least 1989, which includes periods before the Company became subject to SEC reporting requirements. We have not been able to determine the specific year we began serving as auditor of the Company.

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ROYAL CARIBBEAN CRUISES LTD.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands, except per share data)

Year Ended December 31,
202220212020
Passenger ticket revenues$5,793,492$941,175$1,504,569
Onboard and other revenues3,047,048590,958704,236
Total revenues8,840,5401,532,1332,208,805
Cruise operating expenses:
Commissions, transportation and other1,357,008207,562344,625
Onboard and other596,554116,946157,213
Payroll and related1,287,801838,088788,273
Food653,139164,389161,750
Fuel1,072,567385,322371,015
Other operating1,647,267945,205942,232
Total cruise operating expenses6,614,3362,657,5122,765,108
Marketing, selling and administrative expenses1,582,9291,370,0761,199,620
Depreciation and amortization expenses1,406,6891,292,8781,279,254
Impairment and credit losses56282,0011,566,380
Operating Loss(763,976)(3,870,334)(4,601,557)
Other income (expense):
Interest income35,85716,77321,036
Interest expense, net of interest capitalized(1,364,162)(1,291,753)(844,238)
Equity investment income (loss)56,695(135,469)(213,286)
Other (expense) income (1)(120,376)20,284(137,085)
(1,391,986)(1,390,165)(1,173,573)
Net Loss(2,155,962)(5,260,499)(5,775,130)
Less: Net Income attributable to noncontrolling interest——22,332
Net Loss attributable to Royal Caribbean Cruises Ltd.$(2,155,962)$(5,260,499)$(5,797,462)
Loss per Share:
Basic$(8.45)$(20.89)$(27.05)
Diluted$(8.45)$(20.89)$(27.05)
Comprehensive Loss
Net Loss$(2,155,962)$(5,260,499)$(5,775,130)
Other comprehensive income (loss):
Foreign currency translation adjustments10,29515,70340,346
Change in defined benefit plans48,9148,707(19,984)
Gain on cash flow derivative hedges8,4624,04638,010
Total other comprehensive income67,67128,45658,372
Comprehensive Loss$(2,088,291)$(5,232,043)$(5,716,758)
Less: Comprehensive Income attributable to noncontrolling interest——22,332
Comprehensive Loss attributable to Royal Caribbean Cruises Ltd.$(2,088,291)$(5,232,043)$(5,739,090)

(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.

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

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ROYAL CARIBBEAN CRUISES LTD.

CONSOLIDATED BALANCE SHEETS

As of December 31,
20222021
(in thousands, except share data)
Assets
Current assets
Cash and cash equivalents$1,935,005$2,701,770
Trade and other receivables, net of allowances of $11,612 and $13,411 at December 31, 2022 and December 31, 2021, respectively531,066408,067
Inventories224,016150,224
Prepaid expenses and other assets455,836286,026
Derivative financial instruments59,08354,184
Total current assets3,205,0063,600,271
Property and equipment, net27,546,44525,907,949
Operating lease right-of-use assets537,559542,128
Goodwill809,277809,383
Other assets, net of allowances of $71,614 and $86,781 at December 31, 2022 and December 31, 2021, respectively1,678,0741,398,624
Total assets$33,776,361$32,258,355
Liabilities and shareholders' equity
Current liabilities
Current portion of long-term debt$2,087,711$2,243,131
Current portion of operating lease liabilities79,76068,922
Accounts payable646,727545,978
Accrued interest388,828251,974
Accrued expenses and other liabilities1,071,129887,575
Derivative financial instruments131,312127,236
Customer deposits4,167,9973,160,867
Total current liabilities8,573,4647,285,683
Long-term debt21,303,48018,847,209
Long-term operating lease liabilities523,006534,726
Other long-term liabilities507,599505,181
Total liabilities30,907,54927,172,799
Commitments and Contingencies (Note 17)
Shareholders' equity
Preferred stock ($0.01 par value; 20,000,000 shares authorized; none outstanding)——
Common stock ($0.01 par value; 500,000,000 shares authorized; 283,257,102 and 282,703,246 shares issued, December 31, 2022 and December 31, 2021, respectively)2,8322,827
Paid-in capital7,284,8527,557,297
(Accumulated deficit) retained earnings(1,707,429)302,276
Accumulated other comprehensive loss(643,214)(710,885)
Treasury stock (28,018,385 and 27,882,987 common shares at cost, December 31, 2022 and December 31, 2021, respectively)(2,068,229)(2,065,959)
Total shareholders' equity2,868,8125,085,556
Total liabilities and shareholders’ equity$33,776,361$32,258,355

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

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ROYAL CARIBBEAN CRUISES LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31,
202220212020
(in thousands)
Operating Activities
Net Loss$(2,155,962)$(5,260,499)$(5,775,130)
Adjustments:
Depreciation and amortization1,406,6891,292,8781,279,254
Impairment and credit losses56282,0011,566,380
Net deferred income tax benefit(21,576)(42,979)(8,791)
Loss (gain) on derivative instruments not designated as hedges99,985(1,492)49,316
Share-based compensation expense36,11663,63839,779
Equity investment (income) loss(56,695)135,469213,286
Amortization of debt issuance costs148,790125,11689,442
Amortization of debt discounts and premiums13,978123,43966,776
Loss on extinguishment of debt93,810138,75941,109
Currency translation adjustment losses——69,044
Change in fair value of contingent consideration——(45,126)
Changes in operating assets and liabilities:
(Increase) decrease in trade and other receivables, net(234,348)(181,707)121,055
(Increase) decrease in inventories(73,792)(34,527)27,077
(Increase) decrease in prepaid expenses and other assets(153,196)(152,071)295,876
Increase (decrease) in accounts payable74,657188,518(133,815)
Increase (decrease) in accrued interest136,855(694)182,578
Increase (decrease) in accrued expenses and other liabilities215,981235,446(180,479)
Increase (decrease) in customer deposits1,007,1291,426,647(1,643,560)
Other, net(57,126)(15,757)14,276
Net cash provided by (used in) operating activities481,857(1,877,815)(3,731,653)
Investing Activities
Purchases of property and equipment(2,710,063)(2,229,704)(1,965,131)
Cash received on settlement of derivative financial instruments52,55044,49215,874
Cash paid on settlement of derivative financial instruments(355,909)(74,249)(161,335)
Investments in and loans to unconsolidated affiliates—(70,228)(100,609)
Cash received on loans to unconsolidated affiliates18,65031,33421,086
Proceeds from the sale of property and equipment and other assets421176,03927,796
Other, net6,585(22,423)(16,247)
Net cash used in investing activities(2,987,766)(2,144,739)(2,178,566)

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

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ROYAL CARIBBEAN CRUISES LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

Year Ended December 31,
202220212020
(in thousands)
Financing Activities
Debt proceeds9,787,1664,467,78913,547,189
Debt issuance costs(251,888)(201,698)(374,715)
Repayments of debt(7,728,568)(2,296,990)(3,845,133)
Premium on repayment of debt(49,367)(135,372)—
Proceeds from issuance of commercial paper notes——6,765,816
Repayments of commercial paper notes—(414,570)(7,837,635)
Dividends paid——(326,421)
Proceeds from common stock issuances—1,621,8601,431,375
Other, net(16,370)(442)(10,688)
Net cash provided by financing activities1,740,9733,040,5779,349,788
Effect of exchange rate changes on cash(1,829)(727)1,167
Net (decrease) increase in cash and cash equivalents(766,765)(982,704)3,440,736
Cash and cash equivalents at beginning of year2,701,7703,684,474243,738
Cash and cash equivalents at end of year$1,935,005$2,701,770$3,684,474
Supplemental Disclosures
Cash paid during the year for:
Interest, net of amount capitalized$959,907$834,245$418,164
Non-Cash Investing Activities
Notes receivable issued upon sale of property and equipment and other assets$—$16,000$53,419
Purchases of property and equipment included in accounts payable and accrued expenses and other liabilities$33,853$14,097$16,189
Acquisition of property and equipment from assumed debt$277,000$—$—
Non-Cash Financing Activities
Purchase of Silversea Cruises non-controlling interest$—$—$592,313
Termination of Silversea Cruises contingent consideration obligation$—$—$16,564
Common stock issuances pending cash settlement and included in trade receivables$—$—$121,352
Debt related to acquisition of property and equipment$277,000$—$—

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

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ROYAL CARIBBEAN CRUISES LTD.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

Common StockPaid-in CapitalRetained Earnings (Accumulated Deficit)Accumulated Other Comprehensive Income (Loss)Treasury StockTotal Shareholders' Equity
(in thousands, except per share data)
Balances at January 1, 2020$2,365$3,493,959$11,523,326$(797,713)$(2,058,091)$12,163,846
Activity related to employee stock plans929,750———29,759
Common stock issuance2261,552,500———1,552,726
Equity component of convertible notes, net of issuance costs—307,640———307,640
Acquisition of Silversea non-controlling interest52608,825———608,877
Common stock dividends, $0.78 per share——(163,089)——(163,089)
Changes related to cash flow derivative hedges———38,010—38,010
Change in defined benefit plans———(19,984)—(19,984)
Foreign currency translation adjustments———40,346—40,346
Purchases of treasury stock—5,900——(5,900)—
Net Loss attributable to Royal Caribbean Cruises Ltd.——(5,797,462)——(5,797,462)
Balances at December 31, 2020$2,652$5,998,574$5,562,775$(739,341)$(2,063,991)$8,760,669
Activity related to employee stock plans562,991———62,996
Common stock issuance1701,495,732———1,495,902
Changes related to cash flow derivative hedges———4,046—4,046
Change in defined benefit plans———8,707—8,707
Foreign currency translation adjustments———15,703—15,703
Purchases of treasury stock————(1,968)(1,968)
Net Loss attributable to Royal Caribbean Cruises Ltd.——(5,260,499)——(5,260,499)
Balances at December 31, 2021$2,827$7,557,297$302,276$(710,885)$(2,065,959)$5,085,556
Activity related to employee stock plans535,19537——35,237
Cumulative effect of adoption of Accounting Standards Update 2020-06—(307,640)146,220——(161,420)
Changes related to cash flow derivative hedges———8,462—8,462
Change in defined benefit plans———48,914—48,914
Foreign currency translation adjustments———10,295—10,295
Purchases of treasury stock————(2,270)(2,270)
Net Loss attributable to Royal Caribbean Cruises Ltd.——(2,155,962)——(2,155,962)
Balances at December 31, 2022$2,832$7,284,852$(1,707,429)$(643,214)$(2,068,229)$2,868,812

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

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ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1**. General**

Description of Business

We are a global cruise company. We own and operate three global cruise brands: Royal Caribbean International, Celebrity Cruises and Silversea Cruises (collectively, our "Global Brands"). We also own a 50% joint venture interest in TUI Cruises GmbH ("TUIC"), which operates the German brands TUI Cruises and Hapag-Lloyd Cruises (collectively, our "Partner Brands"). We account for our investments in our Partner Brands under the equity method of accounting. Together, our Global Brands and our Partner Brands operated a combined 64 ships as of December 31, 2022. Our ships offer a selection of worldwide itineraries that call on more than 1,000 destinations in over 120 countries on all seven continents.

Management's Plan and Liquidity

As a result of the global pandemic impact of COVID-19, we paused our guest cruise operations in March 2020 and began resuming guest cruise operations in 2021, with our full fleet in service by June 2022.

As part of our liquidity management, we rely on estimates of our future liquidity which include numerous assumptions that are subject to various risks and uncertainties. The principal assumptions used to estimate our future liquidity consist of:

  • Expected timing of cash collections for cruise bookings;

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

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

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

The resulting effects of the COVID-19 pandemic are having a material negative impact on our operating cash flows and liquidity. We believe we have made reasonable estimates and judgments of the impact of these events to our consolidated financial statements; however, there can be no assurance the estimates and assumptions of our future liquidity requirements will be realized, and actual results could vary materially. We have taken proactive measures to manage our liquidity, including issuing debt and shares of our common stock, amending credit agreements to defer payments (see Note 8*. Debt* ), obtaining relevant modification of covenant requirements and waivers (see Note 8*. Debt* ), and during the pause, reducing operating expenses and capital expenditures.

As of December 31, 2022, we had liquidity of $2.9 billion, including $0.3 billion of undrawn revolving credit facility capacity, $1.9 billion in cash and cash equivalents and a $0.7 billion commitment for a 364-day term loan facility which was terminated in February 2023 upon issuance of our $700 million aggregate principal amount of 7.25% Priority Guaranteed Notes. Our revolving credit facilities were utilized through a combination of amounts drawn and letters of credit issued under the facilities as of December 31, 2022, which were subsequently amended in January 2023, as described in Note 8*. Debt* to our consolidated financial statements.

Based on our actions, as well as our present financial condition and the aforementioned assumptions on liquidity, we believe that we have sufficient liquidity to fund our obligations for at least the next twelve months from the issuance of the financial statements. As of December 31, 2022, we were in compliance with our financial covenants and we estimate we will be in compliance for the next twelve months. Refer to Note 8*. Debt* for further information regarding refinancing transactions, and the applicable financial covenants.

We will continue to pursue various opportunities to raise additional capital to fund obligations associated with future debt maturities and/or to extend the maturity dates associated with our existing indebtedness or facilities. Actions to raise capital may include issuances of debt, convertible debt or equity in private or public transactions or entering into new or extended credit facilities.

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

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ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Basis for Preparation of Consolidated Financial Statements

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Estimates are required for the preparation of financial statements in accordance with these principles. Actual results could differ from these estimates. Refer to Note 2*. Summary of Significant Accounting Policies* for a discussion of our significant accounting policies.

All significant intercompany accounts and transactions are eliminated in consolidation. We consolidate entities over which we have control, usually evidenced by a direct ownership interest of greater than 50%, and variable interest entities where we are determined to be the primary beneficiary. Refer to Note 7*. Other Assets* for further information regarding our variable interest entities. For affiliates we do not control but over which we have significant influence on financial and operating policies, usually evidenced by a direct ownership interest from 20% to 50%, the investment is accounted for using the equity method.

Effective March 19, 2021, we sold our wholly-owned brand, Azamara Cruises ("Azamara"), including its three-ship fleet and associated intellectual property, to Sycamore Partners for $201 million, before closing adjustments. The March 2021 sale of Azamara did not represent a strategic shift that will have a major effect on our operations and financial results, as we continue to provide similar itineraries to and source passengers from the markets served by the Azamara business. Therefore, the sale of Azamara did not meet the criteria for discontinued operations reporting. Effective March 19, 2021, we no longer consolidate Azamara's balance sheet nor recognize its results of operations in our consolidated financial statements. We recognized an immaterial gain on the sale during the quarter ended March 31, 2021 and have agreed to provide certain transition services to Azamara for a period of time for a fee.

On July 9, 2020, we acquired the remaining 33.3% interest in Silversea Cruises that we did not already own from Heritage Cruise Holding Ltd. Prior to October 1, 2021, we consolidated the operating results of Silversea Cruises on a three-month reporting lag to allow for more timely preparation of our consolidated financial statements. Effective October 1, 2021, we eliminated the three-month reporting lag to reflect Silversea Cruises' financial position, results of operations and cash flows concurrently and consistently with the fiscal calendar of the Company ("elimination of the Silversea reporting lag"). The elimination of the Silversea reporting lag represents a change in accounting principle, which we believe to be preferable, because it provides more current information to the users of our financial statements. A change in accounting principle requires retrospective application, if material. The impact of the elimination of the reporting lag was immaterial to prior periods and is immaterial for our fiscal year ended December 31, 2021. As a result, we have accounted for this change in accounting principle in our consolidated results for the year ended December 31, 2021. Accordingly, the results of Silversea Cruises from October 1, 2020 to December 31, 2021 are included in our consolidated statement of comprehensive loss for the year ended December 31, 2021. To effect the change, we have reflected the third quarter 2021 operating results for Silversea Cruises, which were a net loss of $62.6 million within Other income (expense) in our consolidated statement of comprehensive loss for the year ended December 31, 2021.

Note 2**. Summary of Significant Accounting Policies**

Revenues and Expenses

Deposits received on sales of passenger cruises are initially recorded as customer deposit liabilities on our balance sheet. Customer deposits are subsequently recognized as passenger ticket revenues, together with revenues from onboard and other goods and services and all associated cruise operating expenses of a voyage. For further information on revenue recognition, refer to Note 3*. Revenue*.

Cash and Cash Equivalents

Cash and cash equivalents include cash and marketable securities with original maturities of less than 90 days.

Inventories

Inventories consist of provisions, supplies and fuel carried at the lower of cost (weighted-average) or net realizable value.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Improvement costs that we believe add value to our ships are capitalized as additions to the ship, the useful lives of the improvements are estimated and

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depreciated over the shorter of the improvements' estimated useful lives or that of the associated ship, and the replaced assets are disposed of on a net cost basis. In addition, we capitalize interest on borrowings during the active construction period of capital projects. Capitalized interest is added to the cost of the assets and depreciated over the estimated useful lives of the assets. The estimated cost and accumulated depreciation of replaced or refurbished ship components are written off and any resulting losses are recognized in Cruise operating expenses. Liquidated damages received from shipyards as a result of the late delivery of a new ship are recorded as reductions to the cost basis of the ship.

Depreciation of property and equipment is computed using the straight-line method over the estimated useful life of the asset. The useful lives of our ships are generally 30-35 years, net of a 10%-15% projected residual value. The 30-35-year useful life and 10%-15% residual value are based on the weighted-average of all major components of a ship. Our useful life and residual value estimates take into consideration the impact of anticipated technological changes, long-term cruise and vacation market conditions and historical useful lives of similarly-built ships. In addition, we take into consideration our estimates of the weighted-average useful lives of the ships' major component systems, such as hull, superstructure, main electric, engines and cabins. We employ a cost allocation methodology at the component level, in order to support the estimated weighted-average useful lives and residual values, as well as to determine the net cost basis of assets being replaced. Given the very large and complex nature of our ships, our accounting estimates related to ships and determinations of ship improvement costs to be capitalized require considerable judgment and are inherently uncertain. Depreciation for assets under finance leases is computed using the shorter of the lease term or related asset life, unless the asset is a finance lease due to title transferring or a purchase option that is reasonably certain of being exercised, in which case the asset is depreciated over the related asset life.

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

Years
Shipsgenerally, 30-35
Ship improvements3-25
Buildings and improvements10-40
Computer hardware and software3-10
Transportation equipment and other3-30
Leasehold improvementsShorter of remaining lease term or useful life 3-30

We periodically review estimated useful lives and residual values for ongoing reasonableness, considering long term views on our intended use of each class of ships and the planned level of improvements to maintain and enhance vessels within those classes. In the event a factor is identified that may trigger a change in the estimated useful lives and residual values of our ships, a review of the estimate is completed.

We review long-lived assets, including right-of-use assets for impairment whenever events or changes in circumstances indicate, based on estimated undiscounted future cash flows, that the carrying value of these assets may not be fully recoverable. For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The lowest level for which we maintain identifiable cash flows that are independent of the cash flows of other assets and liabilities is at the ship level for our ships. If estimated future cash flows are less than the carrying value of an asset, an impairment charge is recognized to the extent its carrying value exceeds fair value. Refer to Note 6*. Property and Equipment* for further information on determination of fair value for long-lived assets.

We use the deferral method to account for drydocking costs. Under the deferral method, drydocking costs incurred are deferred and charged to expense on a straight-line basis over the period to the next scheduled drydock, which we estimate to be a period of thirty to sixty months based on the vessel's age as required by Class. Deferred drydock costs consist of the costs to drydock the vessel and other costs incurred in connection with the drydock which are necessary to maintain the vessel's Class certification. Class certification is necessary in order for our cruise ships to be flagged in a specific country, obtain liability insurance and legally operate as passenger cruise ships. The activities associated with those drydocking costs cannot be performed while the vessel is in service and, as such, are done during a drydock as a planned major maintenance activity. The significant deferred drydock costs consist of hauling and wharfage services provided by the drydock facility, hull inspection and related activities (e.g., scraping, pressure cleaning, bottom painting), maintenance to steering propulsion, thruster equipment and ballast tanks, port services such as tugs, pilotage and line handling, and freight associated with these items. We perform a detailed analysis of the various activities performed for each drydock and only defer those costs that are directly related to planned major maintenance activities necessary to maintain Class. The costs deferred are related to activities not otherwise

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routinely periodically performed to maintain a vessel's designed and intended operating capability. Repairs and maintenance activities are charged to expense as incurred.

Goodwill

Goodwill represents the excess of cost over the fair value of net tangible and identifiable intangible assets acquired. We review goodwill for impairment at the reporting unit level annually or, when events or circumstances dictate, more frequently. We may first perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired. 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.

If we do not perform a qualitative assessment, or if we determine that it is not more likely than not that the fair value of the reporting unit exceeds its carrying amount, we calculate the estimated fair value of the reporting unit using an income approach, which may also include a combination of a market-based valuation approach. The estimation of fair value utilizing discounted expected future cash flows includes numerous uncertainties which require our significant judgment when making assumptions of expected revenues, operating costs, interest rates, ship additions and retirements as well as regarding the cruise vacation industry's competitive environment and general economic and business conditions. The principal assumptions used in the discounted cash flow model for our 2022 impairment assessment consisted of: (i) forecasted revenues per available passenger cruise day, (ii) occupancy rates from existing and expected ship deliveries, (iii) vessel operating expenses, (iv) terminal growth rate, and (v) weighted average cost of capital (i.e., discount rate). The discounted cash flow model uses the most current projected operating results for the upcoming fiscal year as a base. We discount the projected cash flows using rates specific to the reporting unit based on its weighted-average cost of capital. If the fair value of the reporting unit exceeds its carrying value, no write-down of goodwill is required. If the fair value of the reporting unit is less than the carrying value of its net assets, an impairment is recognized based on the amount by which the carrying value of a reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to such reporting unit.

Intangible Assets

In connection with our acquisitions, we have acquired certain intangible assets to which value has been assigned based on our estimates. Intangible assets that are deemed to have an indefinite life are not amortized, but are subject to an annual impairment test, or when events or circumstances dictate, more frequently. The impairment review for indefinite-life intangible assets can be performed using a qualitative or quantitative impairment assessment. The quantitative assessment consists of a comparison of the fair value of the asset with its carrying value. We estimate the fair value of these assets using a discounted cash flow model and various valuation methods depending on the nature of the intangible asset, such as the relief-from-royalty method for trademarks and trade names. The principal assumptions used in the discounted cash flows model for our 2022 impairment assessment consisted of: (i) forecasted revenues per available passenger cruise day, (ii) occupancy rates from existing and expected ship deliveries, (iii) terminal growth rate; (iv) royalty rate; and (v) weighted average cost of capital (i.e., discount rate). If the carrying value exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. If the fair value exceeds its carrying value, the indefinite-life intangible asset is not considered impaired.

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

Contingencies — Litigation

On an ongoing basis, we assess the potential liabilities related to any lawsuits or claims brought against us. While it is typically difficult to determine the timing and ultimate outcome of such actions, we use our best judgment to determine if it is probable that we will incur an expense related to the settlement or final adjudication of such matters and whether a reasonable estimation of such probable loss, if any, can be made. 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. We accrue a liability, including legal costs, when we believe a loss is probable and the amount of loss can be reasonably estimated. Due to the inherent uncertainties related to the eventual outcome of litigation and potential insurance recoveries, it is possible that certain matters may be resolved for amounts materially different from any provisions or disclosures that we have previously made.

Advertising Costs

Advertising costs are expensed as incurred except those costs which result in tangible assets, such as brochures, which are treated as prepaid expenses and charged to expense as consumed. Advertising costs consist of media and online advertising as well as brochure, production and direct mail costs.

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Media advertising was $380.2 million, $303.2 million and $138.1 million, and brochure, production and direct mail costs were $129.4 million, $88.9 million and $69.1 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Derivative Instruments

We enter into various forward, swap and option contracts to manage our interest rate exposure and to limit our exposure to fluctuations in foreign currency exchange rates and fuel prices. These instruments are recorded on the balance sheet at their fair value and the vast majority are designated as hedges. We also use non-derivative financial instruments designated as hedges of our net investment in our foreign operations and investments. 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.

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. A derivative instrument that hedges a forecasted transaction or the variability of cash flows related to a recognized asset or liability is designated as a cash flow hedge.

Changes in the fair value of derivatives that are designated as fair value hedges are offset against changes in the fair value of the underlying hedged assets, liabilities or firm commitments. Gains and losses on derivatives that are designated as cash flow hedges are recorded as a component of Accumulated other comprehensive loss until the underlying hedged transactions are recognized in earnings. The foreign currency transaction gain or loss of our non-derivative financial instruments and the changes in the fair value of derivatives designated as hedges of our net investment in foreign operations and investments are recognized as a component of Accumulated other comprehensive loss along with the associated foreign currency translation adjustment of the foreign operation or investment. In certain hedges of our net investment in foreign operations and investments, we exclude forward points from the assessment of hedge effectiveness and amortize the related amounts directly into earnings.

On an ongoing basis, we assess whether derivatives used in hedging transactions are "highly effective" in offsetting changes in the fair value or cash flow of hedged items. For our net investment hedges, we use the dollar offset method to measure effectiveness. For all other hedging programs, we use the long-haul method to assess hedge effectiveness using regression analysis for each hedge relationship. The methodology for assessing hedge effectiveness is applied on a consistent basis for each one of our hedging programs (i.e., interest rate, foreign currency ship construction, foreign currency net investment and fuel). For our regression analyses, we use an observation period of up to three years, utilizing market data relevant to the hedge horizon of each hedge relationship. High effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the changes in the fair values of the derivative instrument and the hedged item. If it is determined that a derivative is not highly effective as a hedge or hedge accounting is discontinued, any change in fair value of the derivative since the last date at which it was determined to be effective is recognized in earnings.

Cash flows from derivative instruments that are designated as fair value or cash flow hedges are classified in the same category as the cash flows from the underlying hedged items. In the event that hedge accounting is discontinued, cash flows subsequent to the date of discontinuance are classified within investing activities. Cash flows from derivative instruments not designated as hedging instruments are classified as investing activities.

We consider the classification of the underlying hedged item’s cash flows in determining the classification for the designated derivative instrument’s cash flows. We classify derivative instrument cash flows from hedges of benchmark interest rate or hedges of fuel expense as operating activities due to the nature of the hedged item. 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

We translate assets and liabilities of our foreign subsidiaries whose functional currency is the local currency, at exchange rates in effect at the balance sheet date. We translate revenues and expenses at weighted-average exchange rates for the period. Equity is translated at historical rates and the resulting foreign currency translation adjustments are included as a component of Accumulated other comprehensive loss, which is reflected as a separate component of Shareholders' equity. Exchange gains or losses arising from the remeasurement of monetary assets and liabilities denominated in a currency other than the functional currency of the entity involved are immediately included in our earnings, except for certain liabilities that have been designated to act as a hedge of a net investment in a foreign operation or investment. Exchange gains (losses) were $93.0 million, $24.3 million and $(1.5) million for the years ended December 31, 2022, 2021 and 2020, respectively, and were recorded within

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Other income (expense). The majority of our transactions are settled in United States dollars. Gains or losses resulting from transactions denominated in other currencies are recognized in income at each balance sheet date.

Concentrations of Credit Risk

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. Credit risk, including but not limited to counterparty nonperformance under derivative instruments, our credit facilities and new ship progress payment guarantees, is not considered significant, as we primarily conduct business with large, well-established financial institutions, insurance companies and export credit agencies, many of which we have long-term relationships with and which have credit risks acceptable to us or where the credit risk is spread out among a large number of counterparties. As of December 31, 2022 and December 31, 2021, we had counterparty credit risk exposure under our derivative instruments of $103.3 million and $1.9 million, respectively, which was limited to the cost of replacing the contracts in the event of non-performance by the counterparties to the contracts, the majority of which are currently our lending banks. We do not anticipate nonperformance by any of our significant counterparties. In addition, we have established guidelines we follow regarding credit ratings and instrument maturities to maintain safety and liquidity. We do not normally require collateral or other security to support credit relationships; however, in certain circumstances this option is available to us.

Loss Per Share

Basic loss per share is computed by dividing Net Loss attributable to Royal Caribbean Cruises Ltd. by the weighted-average number of shares of common stock outstanding during each period. Diluted loss per share incorporates the incremental shares issuable upon the assumed exercise of stock options and conversion of potentially dilutive securities.

Stock-Based Employee Compensation

We measure and recognize compensation expense at the estimated fair value of employee stock awards. Compensation expense for awards and the related tax effects are recognized as they vest. We use the estimated amount of expected forfeitures to calculate compensation costs for all outstanding awards.

Segment Reporting

We believe our brands possess the versatility to enter multiple cruise market segments within the cruise vacation industry. Although each of these brands has its own marketing style as well as ships and crews of various sizes, the nature of the products sold and services delivered by these brands share a common base (i.e., the sale and provision of cruise vacations). Our brands also have similar itineraries as well as similar cost and revenue components. In addition, our brands source passengers from similar markets around the world and operate in similar economic environments with a significant degree of commercial overlap. As a result, our brands have been aggregated as a single reportable segment based on the similarity of their economic characteristics, types of consumers, regulatory environment, maintenance requirements, supporting systems and processes as well as products and services provided. Our 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.

Adoption of Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2020-04, Reference Rate Reform (Topic 848), which provides optional expedients and exceptions to the current guidance on contract modifications and hedging relationships to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. Subsequently, in January 2021, the FASB issued ASU No. 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. The guidance in both ASUs was effective upon issuance. In December 2022, the FASB deferred the date for which this guidance can be applied from December 31, 2022 to December 31, 2024. We adopted the new guidance during 2022. The impact to our consolidated financial statements, if any, will be dependent on the timing and terms of any future contract modifications related to a change in reference rate.

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In August 2020, the FASB issued 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. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments, requiring bifurcation only if the convertible debt feature qualifies as a derivative under Accounting Standards Codification ("ASC") 815, Derivatives and Hedging ("ASC 815") or for convertible debt issued at a substantial premium. The ASU removes certain settlement conditions required for equity contracts to qualify for the derivative scope exception, permitting more contracts to qualify for it. In addition, the guidance eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. The guidance also decreases interest expense due to the reversal of the remaining non-cash convertible debt discount. On January 1, 2022 we adopted this pronouncement using the modified retrospective approach to recognize our convertible notes as single liability instruments given they do not qualify as derivatives under ASC 815, nor were they issued at a substantial premium. Accordingly, as of January 1, 2022, we recorded a $161.4 million increase to debt, primarily as a result of the reversal of the remaining non-cash convertible debt discount, as well as a reduction of $307.6 million to additional paid in capital, which resulted in a cumulative effect on adoption of approximately $146.2 million to increase retained earnings.

Recent Accounting Pronouncements

In September 2022, the FASB issued ASU No. 2022-04, Liabilities-Supplier Finance Programs (Subtopic 405-50) - Disclosure of Supplier Finance Program Obligations. 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. This ASU is expected to improve financial reporting by requiring new disclosures about the programs, thereby allowing financial statement users to better consider the effect of the programs on an entity’s working capital, liquidity, and cash flows. This ASU is effective for fiscal years beginning after December 15, 2022, except for the amendment on roll forward information which is effective for fiscal years beginning after December 15, 2023. We are currently evaluating the impact of the new guidance on our consolidated financial statement disclosures, although we do not expect the impact to be material.

Reclassifications

For the year ended December 31, 2022, we no longer separately presented Dividends received from unconsolidated affiliates in our consolidated statements of cash flows. As a result, certain immaterial amounts presented in prior periods were reclassified to Other, net within Operating Activities to conform to the current year presentation.

Note 3**. Revenue**

Revenue Recognition

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

The majority of our revenues are derived from passenger cruise contracts which are reported within Passenger ticket revenues in our consolidated statements of comprehensive loss. Our performance obligation under these contracts is to provide a cruise vacation in exchange for the ticket price. We satisfy this performance obligation and recognize revenue over the duration of each cruise, which generally ranges from two to 19 nights.

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. The amounts of port costs charged to our guests and included within Passenger ticket revenues on a gross basis were $638.8 million, $104.8 million and $125.0 million for the years ended December 31, 2022, 2021 and 2020, 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. We receive payment before or concurrently with the transfer of these goods and services to cruise passengers and recognize revenue over the duration of the related cruise.

As a practical expedient, we have omitted disclosures on our remaining performance obligations as the duration of our contracts with customers is less than a year.

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Disaggregated Revenues

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

Year Ended December 31,
202220212020
Revenues by itinerary
North America(1)$5,716,169$1,039,783$1,342,429
Asia/Pacific372,237128,348411,865
Europe1,754,205180,25618,604
Other Regions(2)539,68077,985241,590
Total revenues by itinerary8,382,2911,426,3722,014,488
Other revenues(3)458,249105,761194,317
Total revenues$8,840,540$1,532,133$2,208,805

(1) Includes the United States, Canada, Mexico and the Caribbean.

(2) Includes seasonality impacted itineraries primarily in South and Latin American countries.

(3) Includes revenues primarily related to cancellation fees, vacation protection insurance and pre- and post-cruise tours and fees for operating certain port facilities. Amounts also include revenues related to procurement and management related services we perform on behalf of our unconsolidated affiliates. Refer to Note 7*. Other Assets* for more information on our unconsolidated affiliates.

Passenger ticket revenues are attributed to geographic areas based on where the reservation originates. For the years ended December 31, 2022, 2021 and 2020, our guests were sourced from the following areas:

Year Ended December 31,
202220212020
Passenger ticket revenues:
United States75%76%67%
All other countries (1)25%24%33%

(1) No other individual country's revenue exceeded 10% for the years ended December 31, 2022, 2021 and 2020.

Customer Deposits and Contract Liabilities

Our payment terms generally require an upfront deposit to confirm a reservation, with the balance due prior to the cruise. Deposits received on sales of passenger cruises are initially recorded as Customer deposits in our consolidated balance sheets and subsequently recognized as passenger ticket revenues or onboard revenues during the duration of the cruise. ASC 606, Revenues from Contracts with Customers, defines a “contract liability” as an entity’s obligation to transfer goods or services to a customer for which the entity has received consideration from the customer. We do not consider customer deposits to be a contract liability until the customer no longer retains the unilateral right, resulting from the passage of time, to cancel such customer's reservation and receive a full refund. Customer deposits presented in our consolidated balance sheets include contract liabilities of $1.8 billion and $0.8 billion as of December 31, 2022 and December 31, 2021, respectively.

We have provided flexibility to guests with bookings on sailings cancelled due to COVID-19 by allowing guests to receive future cruise credits (“FCC”). As of December 31, 2022, our customer deposit balance includes approximately $0.5 billion of unredeemed FCCs. Given the uncertainty of travel demand caused by COVID-19 and lack of comparable historical experience of FCC redemptions, we are unable to estimate the number of FCCs that will not be used in future periods and get recognized as breakage. We will update our breakage analysis as future information is received.

Contract Receivables and Contract Assets

Although we generally require full payment from our customers prior to their cruise, we grant credit terms to a relatively small portion of our revenue sourced in select markets outside of the United States. As a result, we have outstanding receivables from passenger cruise contracts in those markets. We also have receivables from credit card merchants for cruise ticket purchases and goods and services sold to guests during cruises that are collected before, during or shortly after the cruise

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voyage. In addition, we have receivables due from concessionaires onboard our vessels. These receivables are included within Trade and other receivables, net in our consolidated balance sheets.

Our credit card processors agreements require us, under certain circumstances, to maintain a reserve that can be satisfied by posting collateral. One of our processors currently holds a portion of our customer deposits in reserve until the sailings takes place or the funds are refunded to the customer. As of December 31, 2022, the cash reserve held by the processor was approximately $133.0 million and was reported within Trade and other receivables, net.

We have contract assets that are conditional rights to consideration for satisfying the construction services performance obligations under a service concession arrangement. As of December 31, 2022 and 2021, our contract assets were $167.9 million and $52.9 million, respectively, and were included within Other assets in our consolidated balance sheets. Given the short duration of our cruises and our collection terms, we do not have any other significant contract assets.

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

Prepaid travel advisor commissions are an incremental cost of obtaining contracts with customers that we recognize as an asset and include within Prepaid expenses and other assets in our consolidated balance sheets. Prepaid travel advisor commissions were $98.4 million and $75.4 million as of December 31, 2022 and 2021, respectively. Substantially all of our prepaid travel advisor commissions at December 31, 2021 were expensed and reported primarily within Commissions, transportation and other in our consolidated statements of comprehensive loss during the year ended December 31, 2022.

Note 4**. Goodwill**

As of November 30, 2022, we performed our annual goodwill impairment review and determined there was no impairment for goodwill for the Silversea Cruises and Royal Caribbean International reporting units.

In respect to the Silversea Cruises reporting unit, we determined the fair value of the Silversea Cruises reporting unit exceeded its carrying value by approximately 26%, as of November 30, 2022. We did not perform interim impairment evaluations during the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022 as no triggering events were identified. We used a discounted cash flow model in combination with a market-based valuation approach for the Silversea reporting unit. This requires the use of assumptions that are subject to risk and uncertainties. The principal assumptions used in the discounted cash flow analyses that support our Silversea Cruises reporting unit goodwill impairment assessment consisted of:

  • Forecasted revenues per available passenger cruise day;

  • Occupancy rates from existing and expected ship deliveries;

  • Vessel operating expenses;

  • Terminal growth rate; and

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

We determined the Silversea Cruises reporting unit carrying value exceeded its fair value as of March 31, 2020. Accordingly, we recognized a goodwill impairment loss of $576.2 million during the quarter ended March 31, 2020. As of November 30, 2021, we performed our annual goodwill impairment review and determined no incremental impairment losses existed.

For the Royal Caribbean International reporting unit, we performed a qualitative assessment to determine whether it was more-likely-than not that our Royal Caribbean International reporting unit's fair value was less than its carrying amount. The qualitative analysis included assessing the impact of certain factors such as general economic conditions, limitations on accessing capital, changes in forecasted operating results, changes in fuel prices and fluctuations in foreign exchange rates. Based on our qualitative assessment, we concluded that it was more-likely-than-not that the estimated fair value of the Royal Caribbean International reporting unit exceeded its carrying value. We did not perform interim impairment evaluations during the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022 as no triggering events were identified.

The carrying value of goodwill attributable to our Royal Caribbean International, Celebrity Cruises and Silversea Cruises reporting units and the changes in such balances during the years ended December 31, 2022 and 2021 were as follows (in thousands):

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Royal Caribbean InternationalCelebrity CruisesSilversea CruisesTotal
Balance at December 31, 2020$296,576$4,326$508,578$809,480
Foreign currency translation adjustment(97)——(97)
Balance at December 31, 2021296,4794,326508,578809,383
Foreign currency translation adjustment(106)——(106)
Balance at December 31, 2022$296,373$4,326$508,578$809,277

Note 5. Intangible Assets

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

As of November 30, 2022, we performed our annual trade name impairment review and determined no incremental impairment losses existed at the date of this annual assessment. We determined the fair value of the Silversea Cruises trade name exceeded its carrying value by approximately 25% at the date of this annual assessment. We did not perform interim impairment evaluations during the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022 as no triggering events were identified.

The determination of our trade name fair values using a discounted cash flow model and various valuation methods depending on the nature of the intangible asset, such as the relief-from-royalty method, requires the use of assumptions that are subject to risk and uncertainties. The principal assumptions used in the discounted cash flow analyses that support the Silversea Cruises trade name impairment assessment consisted of:

  • Forecasted revenues per available passenger cruise day;

  • Occupancy rates from existing and expected ship deliveries;

  • Terminal growth rate;

  • Royalty rate; and

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

We determined the Silversea Cruises trade name carrying value exceeded its fair value as of March 31, 2020. Accordingly, we recognized an impairment charge of $30.8 million for the quarter ended March 31, 2020. As of November 30, 2021, we performed our annual trade name impairment review and determined no incremental impairment losses existed.

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

As of December 31, 2022
Remaining Weighted Average Amortization Period (Years)Gross Carrying ValueAccumulated AmortizationAccumulated Impairment LossesNet Carrying Value
Finite-life intangible assets:
Customer relationships10.6$97,400$28,679$—$68,721
Galapagos operating license21.647,66911,487—36,182
Other finite-life intangible assets011,56011,560——
Total finite-life intangible assets156,62951,726—104,903
Indefinite-life intangible assets (1)352,275—30,800321,475
Total intangible assets, net$508,904$51,726$30,800$426,378

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

F-19

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following is a summary of our intangible assets as of December 31, 2021 (in thousands, except weighted average amortization period):

As of December 31, 2021
Remaining Weighted Average Amortization Period (Years)Gross Carrying ValueAccumulated AmortizationAccumulated Impairment LossesNet Carrying Value
Finite-life intangible assets:
Customer relationships11.6$97,400$22,186$—$75,214
Galapagos operating license22.647,6699,802—37,867
Other finite-life intangible assets011,56011,560——
Total finite-life intangible assets156,62943,548—113,081
Indefinite-life intangible assets (1)352,275—30,800321,475
Total intangible assets, net$508,904$43,548$30,800$434,556

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

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

Year
2023$8,179
2024$8,179
2025$8,179
2026$8,179
2027$8,179

Note 6**. Property and Equipment**

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

As of December 31,
20222021
Ships$34,343,826$31,357,703
Ship improvements2,367,2892,152,457
Ships under construction1,060,7361,180,486
Land, buildings and improvements, including leasehold improvements and port facilities771,739746,785
Computer hardware and software, transportation equipment and other1,531,8371,650,249
Total property and equipment40,075,42737,087,680
Less—accumulated depreciation and amortization(1)(12,528,982)(11,179,731)
$27,546,445$25,907,949

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

Ships under construction include progress payments for the construction of new ships as well as planning, design, capitalized interest and other associated costs. We capitalized interest costs of $64.1 million, $58.8 million, and $59.1 million for the years ended December 31, 2022, 2021 and 2020, respectively.

F-20

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In January of 2022 and April 2022, we took delivery of Wonder of the Seas and Celebrity Beyond, respectively*.* Refer to Note 8*. Debt* for further information on the financings for Wonder of the Seas and Celebrity Beyond. In our consolidated statement of cash flows for the year ended December 31, 2022, the acceptance of the ships and satisfaction of our obligations under the shipbuilding contract were classified as outflows and constructive disbursements within Investing Activities while the amounts novated and effectively advanced from our lenders under our previously committed financing arrangements were classified as inflows and constructive receipts within Financing Activities.

In July 2022, we purchased the Silver Endeavour for our Silversea Cruises brand for $277 million, including transaction fees. The ship entered service during the fourth quarter of 2022. For information regarding the financing of the ship, refer to Note 8*. Debt.*

During 2021, we took delivery of Odyssey of the Seas and Silver Dawn. The November 2021 delivery and related financing for the Silver Dawn was reported in our consolidated financial statements as of and for the year ended December 31, 2021, as a result of the elimination of the Silversea Cruises three month reporting lag. Refer to Note 9*. Leases* for for further information on the Silver Dawn finance lease.

Long-lived Assets impairments

We review our long-lived assets for impairment whenever events or circumstances indicate potential impairment losses exist. No triggering events were identified during the years ended December 31, 2022 and 2021.

During 2020, a number of vessels were found to have net carrying values in excess of their estimated undiscounted future cash flows and, as such, were subject to fair value assessments. Fair value was determined based on our intended use of the identified vessels and, as such, we used a combination of discounted cash flows, replacement cost, scrap and residual value techniques to estimate fair value. Differences between the estimated fair values and the net carrying values were recorded as an impairment charge within the period the loss was identified. Consequently, we recorded $635.5 million of impairment losses during the year ended 2020. Included in this 2020 amount are $171.3 million impairment losses recorded for the three ships that we chartered to Pullmantur Holdings, prior to its filing for reorganization. Refer to Note 7*. Other Assets* for further information regarding Pullmantur's reorganization. During the quarter ended September 30, 2020, we sold the ships previously chartered to Pullmantur Holdings to third parties for amounts approximating their carrying values and no further impairment was recorded. Also included in the $635.5 million impairment loss for the year ended December 31, 2020, is a $166.8 million impairment charge for the three Azamara ships included in the sale of the Azamara brand, effective March 19, 2021.

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

  • Changes in market conditions and port or other restrictions;

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

  • Occupancy rates; and

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

We believe we have made reasonable estimates and judgements as part of our assessments. A change in principal assumptions may result in a need to perform additional impairment reviews.

During the years ended December 31, 2022, 2021, and 2020 we also determined that certain construction in progress projects would be reduced in scope or would no longer be completed as a result of our capital cost containment measures in response to the COVID-19 impact on our liquidity. We recorded property and equipment impairment charges of $10.2 million and $55.2 million, and $91.5 million, during the years ended December 31, 2022, 2021, and 2020, respectively, which primarily related to construction in progress assets.

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

F-21

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 7**. Other Assets**

A Variable Interest Entity ("VIE") is an entity in which the equity investors have not provided enough equity to finance the entity's activities or the equity investors (1) cannot directly or indirectly make decisions about the entity's activities through their voting rights or similar rights; (2) do not have the obligation to absorb the expected losses of the entity; (3) do not have the right to receive the expected residual returns of the entity; or (4) have voting rights that are not proportionate to their economic interests and the entity's activities involve or are conducted on behalf of an investor with a disproportionately small voting interest. We hold equity interests in ventures related to our cruise operations. We account for the majority of these investments as either an equity method investment, or a controlled subsidiary.

We have determined that TUI Cruises GmbH ("TUIC"), our 50%-owned joint venture, which operates the brands TUI Cruises and Hapag-Lloyd Cruises, is a VIE. We have determined that we are not the primary beneficiary of TUIC. We believe that the power to direct the activities that most significantly impact TUIC’s economic performance is shared between ourselves and TUI AG, our joint venture partner. All the significant operating and financial decisions of TUIC require the consent of both parties, which we believe creates shared power over TUIC. Accordingly, we do not consolidate this entity and account for this investment under the equity method of accounting.

On June 30, 2020, TUIC acquired Hapag-Lloyd Cruises, a luxury and expedition brand for German-speaking guests, from TUI AG for approximately €1.2 billion, or approximately $1.3 billion as of the purchase date. Hapag-Lloyd Cruises operates two luxury liners and two smaller expedition ships. We and TUI AG each made an equity contribution of €75.0 million, or approximately $84.2 million to TUIC to fund a portion of the purchase price, the remainder of which was financed by third-party financing.

As of December 31, 2022, the net book value of our investment in TUIC was $466.0 million, primarily consisting of $361.5 million in equity and a loan of €87.2 million, or approximately $93.0 million, based on the exchange rate at December 31, 2022. As of December 31, 2021, the net book value of our investment in TUIC was $444.4 million, primarily consisting of $322.4 million in equity and a loan of €103.0 million, or approximately $117.2 million, based on the exchange rate at December 31, 2021. The loan, which was made in connection with the sale of Splendour of the Seas in April 2016, accrues interest at a rate of 6.25% per annum and is payable over 10 years. This loan is 50% guaranteed by TUI AG and is secured by a first priority mortgage on the ship. The majority of these amounts were included within Other assets in our consolidated balance sheets. During the quarter ended March 31, 2021, we and TUI AG each contributed €59.5 million, or approximately $69.9 million based on the exchange rate at March 31, 2021, of additional equity through a combination of cash contributions and conversion of existing receivables. In June 2021, Hapag-Lloyd Cruises received delivery of the Hanseatic Spirit, a 230 berth luxury expedition cruise vessel.

TUIC has various ship construction and financing agreements which include certain restrictions on each of our and TUI AG’s ability to reduce our current ownership interest in TUIC below 37.55% through May 2033. Our investment amount and outstanding term loan are substantially our maximum exposure to loss in connection with our investment in TUIC.

We have determined that Pullmantur Holdings, in which we have a 49% noncontrolling interest and Springwater Capital LLC has a 51% interest, is a VIE for which we are not the primary beneficiary as we do not have the power to direct the activities that most significantly impact the entity's economic performance. In 2020, Pullmantur Holdings and certain of its subsidiaries filed for reorganization under the terms of the Spanish insolvency laws due to the negative impact of the COVID-19 pandemic on the companies, and on July 15, 2021, Pullmantur Holdings and certain of its subsidiaries filed for liquidation. We suspended the equity method of accounting for Pullmantur Holdings during the second quarter of 2020 as we do not intend to fund the entity's future losses and lost our ability to exert significant influence over the entity's activities as a result of the reorganization and liquidation process.

In connection with the reorganization, we terminated the agreements chartering three of our ships to Pullmantur Holdings and sold the ships to third parties during the quarter ended September 30, 2020 for amounts approximating their carrying values. Refer to Note 6*. Property and Equipment* for further discussion on the impact of the ships' sale on our consolidated financial statements. In addition, we recognized a loss of $69.0 million within Other expense income in our consolidated statements of comprehensive (loss), during the quarter ended June 30, 2020 representing deferred currency translation adjustment losses, net of hedging, as we no longer had significant involvement in the Pullmantur operation.

During the quarter ended June 30, 2020, we entered into an agreement with Springwater Capital LLC to settle the guarantees previously issued by them and for costs that we incurred as a result of Pullmantur S.A.'s reorganization. As part of this settlement, we agreed to provide Pullmantur guests the option to apply their paid deposits toward a Royal Caribbean International or Celebrity Cruises sailing, or request a cash refund. The estimated total cash refunds expected to be paid to

F-22

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Pullmantur guests and other expenses incurred as part of the liquidation were approximately $10.2 million and $21.6 million for the years ended December 31, 2021 and 2020, respectively. These amount were recorded in Other operating and in Other (expense) income in our consolidated statements of comprehensive loss for the years ended December 31, 2021 and 2020.

We have determined that Grand Bahama Shipyard Ltd. ("Grand Bahama"), a ship repair and maintenance facility in which we have a 40% noncontrolling interest, is a VIE. This facility serves cruise and cargo ships, oil and gas tankers and offshore units. We utilize this facility, among other ship repair facilities, for our regularly scheduled drydocks and certain emergency repairs as may be required. We have determined that we are not the primary beneficiary of this facility, as we do not have the power to direct the activities that most significantly impact the facility's economic performance. Accordingly, we do not consolidate this entity.

In December 2022, we announced a new partnership with iCON Infrastructure Partners VI, L.P. ("iCON"), a fund, to develop strategic cruise port infrastructure. The proposed partnership will own, develop, and manage cruise terminal facilities and infrastructure in key ports of call, including PortMiami, and several development projects in Italy, Spain, and the U.S. Virgin Islands. We expect to close on the transaction in the first half of 2023. Upon closing, PortMiami is expected to be considered a VIE for which we will be the primary beneficiary and will remain consolidated.

For further information on the measurements used to estimate the fair value of our equity investments, refer to Note 16. Fair Value Measurements and Derivative Instruments*.*

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

Year ended December 31,
202220212020
Share of equity income (loss) from investments$56,695$(135,469)$(213,286)
Dividends received (1)$1,493$—$2,215

(1) Represents dividends received from our investments accounted for under the equity method of accounting for the years ended December 31, 2022, 2021 and 2020, respectively. The amounts included in the table above are net of tax withholdings.

As of December 31,
20222021
Total notes receivable due from equity investments$101,392$130,587
Less-current portion (1)18,40621,508
Long-term portion (2)$82,986$109,079

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

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

F-23

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

As of December 31,
20222021
Current assets$658,243$736,263
Non-current assets4,838,2875,241,302
Total assets$5,496,530$5,977,565
Current liabilities$1,144,783$1,225,032
Non- current liabilities3,381,3663,860,646
Total liabilities$4,526,149$5,085,678
Year ended December 31,
202220212020
Total revenues$1,539,110$679,137$619,795
Total expenses(1,416,325)(897,308)(939,481)
Net income (loss)$122,785$(218,171)$(319,686)

Credit Losses

We reviewed our receivables for credit losses in connection with the preparation of our financial statements for the year ended December 31, 2022. In evaluating the allowance, management considered factors such as historical loss experience, the types of loans and the amount of loans in the loan portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, peer group information and prevailing economic conditions. Our credit loss allowance ending balances as of December 31, 2022 and 2021, primarily relate to credit losses recognized on notes receivable for the previous sale of our property and equipment of $81.6 million.

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

Credit Loss Allowance
Balance at January 1, 2021$85,447
Credit loss (recovery), net43,822
Write-offs(29,077)
Balance at December 31, 2021100,192
Credit loss (recovery), net(9,658)
Write-offs(7,307)
Balance at December 31, 2022$83,227

F-24

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 8**. Debt**

Debt consists of the following (in thousands):

As of December 31,
Interest Rate(1)Maturities Through20222021
Fixed rate debt:
Unsecured senior notes3.70% - 11.63%2026 - 2029$7,199,331$5,604,498
Secured senior notes8.25% - 11.50%2025 - 20292,370,8552,354,037
Unsecured term loans1.28% - 5.89%2027 - 20344,561,1292,860,567
Convertible notes2.88% - 6.00%2023 - 20251,725,0001,558,780
Total fixed rate debt15,856,31512,377,882
Variable rate debt:
Unsecured revolving credit facilities(2)5.72% -6.12%20242,744,1052,899,342
USD unsecured term loans5.54% - 9.27%2023 - 20374,335,9735,018,740
Euro unsecured term loans6.29% -6.92%2023 - 2028534,589685,633
Total variable rate debt7,614,6678,603,715
Finance lease liabilities351,332472,275
Total debt (3)23,822,31421,453,872
Less: unamortized debt issuance costs(431,123)(363,532)
Total debt, net of unamortized debt issuance costs23,391,19121,090,340
Less—current portion(2,087,711)(2,243,131)
Long-term portion$21,303,480$18,847,209

(1)Interest rates based on outstanding loan balance as of December 31, 2022 and, for variable rate debt, includes either LIBOR, EURIBOR or Term SOFR plus the applicable margin.

(2)Total capacity of $3.0 billion, with $0.3 billion of undrawn capacity as of December 31, 2022. Includes $1.9 billion facility and $1.1 billion facility, which are due April 2024 as of December 31, 2022. Our $1.9 billion facility accrues interest at LIBOR plus a maximum interest rate margin of 1.30%, which interest rate was 5.72%, as of December 31, 2022 and is subject to a facility fee of a maximum of 0.20%. Our $1.1 billion facility accrues interest at LIBOR plus a maximum interest rate margin of 1.70%, which interest was 6.12% as of December 31, 2022 and is subject to a facility fee of a maximum of 0.30%.

(3)At December 31, 2022 and 2021, the weighted average interest rate for total debt was 6.23% and 5.47%, respectively.

Unsecured revolving credit facilities

As of December 31, 2022, we had aggregate borrowing capacity of $3.0 billion under our two unsecured revolving credit facilities due April 2024, which were mostly utilized through a combination of amounts drawn and letters of credit issued under the facilities. As of December 31, 2022, $0.3 billion remained undrawn under the facilities. In January 2023, we amended and extended the majority of our two unsecured revolving credit facilities. The amendment has extended the maturities of $2.3 billion of the $3.0 billion aggregate revolving capacity by one year to April 2025, with the remainder maturing in April 2024.

2023 Debt financing transactions

In February 2023, we issued $700 million aggregate principal amount of 7.25% senior guaranteed notes due January 2030 ("7.25% Priority Guaranteed Notes" and together with the 9.25% Priority Guaranteed Notes, the "Priority Guaranteed Notes"). Upon closing, we terminated our commitment for the $700 million 364-day term loan facility. In addition, the remaining $350 million backstop committed financing was also terminated upon closing.

F-25

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2022 Debt financing transactions

In January 2022, we issued $1.0 billion of senior notes (the "January 2022 Unsecured Notes") due in 2027 for net proceeds of approximately $990.0 million. Interest accrues at a fixed rate of 5.375% per annum and is payable semi-annually in arrears. 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).

In January 2022, we took delivery of Wonder of the Seas. To finance the delivery, we borrowed a total of $1.3 billion under a credit agreement novated to us 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. The unsecured loan amortizes semi-annually over 12 years and bears interest at a fixed rate of 3.18% per annum.

In April 2022, we took delivery of Celebrity Beyond. To finance the delivery, we borrowed a total of €0.7 billion or approximately $0.7 billion based on the exchange rate at December 31, 2022, under a credit agreement novated to us upon delivery of the ship in April 2022, resulting in an unsecured term loan which is 100% guaranteed by BpiFAE. The unsecured loan amortizes semi-annually over 12 years and bears interest at a fixed rate of 1.28% per annum.

In July 2022, we purchased Silver Endeavour for our Silversea Cruises brand. To finance the purchase, we assumed $277 million of debt, which is 95% guaranteed by Euler Hermes Aktiengesellschaft (“Hermes”), the official export credit agency of Germany. The loan amortizes semi-annually over 13 years starting in July 2024 and bears interest at a floating rate equal to SOFR plus a margin of 1.25%. The loan will mature in July 2037.

In August 2022, we issued $1.15 billion of convertible senior notes which accrue interest at 6.00% and mature in August 2025 (the "2025 Convertible Notes"). Upon conversion election, we may deliver shares of our common stock, cash, or a combination of common stock and cash, at our election. The initial conversion rate per $1,000 principal amount of the convertible notes is 19.9577 shares of our common stock, which is equivalent to an initial conversion price of approximately $50.11 per share, subject to adjustment in certain circumstances. Prior to May 15, 2025, the convertible notes will be convertible at the option of holders during certain periods, and only under certain circumstances set forth in the 2025 Convertible Notes Indenture.

On or after May 15, 2025, the convertible notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding their maturity date. We received gross proceeds from the offering of $1.15 billion, which we used to repurchase $800 million aggregate principal amount of our 4.25% convertible senior notes due June 15, 2023 and $350 million aggregate principal amount of our 2.875% convertible senior notes due November 15, 2023 (the "Existing Convertible Notes") in privately negotiated transactions. The $1.15 billion repayment resulted in a total loss on the extinguishment of debt of $12.8 million, which was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive loss for the year ended December 31, 2022.

In August 2022, we issued $1.25 billion of senior unsecured notes which accrue interest at 11.625% and mature in August 2027. The net proceeds of the offering of $1.23 billion were used to repay debt that matured in 2022, including the $650 million 5.25% unsecured senior notes due November 2022, which resulted in an immaterial loss on extinguishment of debt.

In September 2022, we amended our $0.6 billion unsecured term loan due October 2023. The amendments, among other things, extend the maturity date of advances under the facilities held by consenting lenders by 12 months to October 2024. Consenting lenders received a prepayment equal to 10% of their respective outstanding advances. Following this amendment, the aggregate outstanding principal balance of advances under the unsecured term loan is $501.6 million, with $30.0 million maturing in October 2023 and $471.6 million maturing in October 2024.

In October 2022, we issued $1.0 billion aggregate principal amount of 9.250% senior guaranteed notes due 2029 (the "9.25% Priority Guaranteed Notes") and $1.0 billion aggregate principal amount of 8.250% senior secured notes due 2029 (the "8.25% Secured Notes" and together with the 11.5% Secured Notes, the "Secured Notes"), both callable in April 2025. We used the combined net proceeds, of the respective offerings, together with cash on hand, to fund the redemption, including call premiums, fees and expenses, of our outstanding 9.125% senior priority guaranteed notes due 2023 and 10.875% senior secured notes due 2023, which resulted in a total loss on extinguishment of debt of $77.4 million, which was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive loss for the year ended December 31, 2022.

F-26

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2021 Debt financing transactions

In March 2021, we took delivery of Odyssey of the Seas. To finance the purchase, we borrowed $994.1 million under a previously committed unsecured term loan which is 95% guaranteed by Euler Hermes Aktiengesellschaft (“Hermes”), the official export credit agency of Germany. The loan amortizes semi-annually over 12 years and bears interest at a floating rate equal to LIBOR plus a margin of 0.96%. Prior to delivery during the first quarter of 2021, we amended the credit agreement to (i) increase the maximum loan amount under the facility to make available to us a maximum amount equal to the US dollar equivalent of 80% of the vessel purchase price plus 100% of the premium payable to Hermes and (ii) defer the payment of all principal payments due between April 2021 and April 2022, which amounts will be repayable semi-annually over a five year period starting in April 2022.

In March 2021, we issued $1.50 billion of senior unsecured notes that mature in 2028, for net proceeds of $1.48 billion. Interest on the senior notes accrues at 5.5% per annum and is payable semi-annually. We used the proceeds from the notes to repay principal payments on debt maturing or required to be paid in 2021 and 2022, and the remaining for general corporate purposes.

In June 2021, we issued $650.0 million of senior unsecured notes due in 2026 (the "June Unsecured Notes") for net proceeds of approximately $640.6 million. Interest accrues on the June Unsecured Notes at a fixed rate of 4.25% per annum and is payable semi-annually in arrears. We fully repaid the Silversea Cruises 7.25% senior secured notes due in 2025 (the "Silversea Notes"), in the amount of $619.8 million, with a portion of the proceeds from the June Unsecured Notes. We also funded call premiums, fees and expenses in connection with the redemption of the Silversea Notes with proceeds from the June Unsecured Notes. Additionally, during the second quarter of 2021, we repaid in full a $130 million term loan.

In August 2021, we issued $1.0 billion of senior notes due in 2026 (the "August Unsecured Notes") for net proceeds of approximately $986.0 million. Interest accrues on the August Unsecured Notes at a fixed rate of 5.50% per annum and is payable semi-annually in arrears. We used the proceeds of the August Unsecured Notes to replenish our capital as a result of the redemption of a portion of the 11.50% senior secured notes due 2025 (the "11.5% Secured Notes"), in the amount of $928.0 million plus accrued interest and premiums. As of December 31, 2022, approximately $1.4 billion of the 11.5% Secured Notes remains outstanding. The repayment of the 11.5% Secured Notes resulted in a total loss on the extinguishment of debt of $141.9 million, which was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive loss for the year ended December 31, 2021.

Export credit agency guarantees

Except for the term loans we incurred to acquire Celebrity Flora and Silver Moon, all of our unsecured ship financing term loans are guaranteed by the export credit agency in the respective country in which the ship is constructed. For the majority of the loans as of December 31, 2022, we pay to the applicable export credit agency, depending on the financing agreement, an upfront fee of 2.35% to 5.48% of the maximum loan amount in consideration for these guarantees. We amortize the fees that are paid upfront over the life of the loan. We classify these fees within Amortization of debt issuance costs in our consolidated statements of cash flows. Prior to the loan being drawn, we present these fees within Other assets in our consolidated balance sheets. Once the loan is drawn, such fees are classified as a discount to the related loan, or contra-liability account, within Current portion of long-term debt or long-term debt.

Debt covenants

Our export credit facilities and our non-export credit facilities have an outstanding principal amount of approximately $12.1 billion as of December 31, 2022. These facilities, as well as certain of our credit card processing agreements, contain covenants that require us, among other things, to maintain a fixed charge coverage ratio, limit our net debt-to-capital ratio, maintain minimum liquidity, and under certain facilities, to maintain a minimum stockholders' equity. In July 2022, we amended our non-export-credit facilities and export credit facilities, and certain credit card processing agreements. Among other things, the amendments modified the levels at which our net debt to capitalization covenant will be tested during the period commencing immediately following the end of the waiver period (through the September 30, 2022 for non export and through December 31, 2022 for export facilities) and continuing through the end of 2025 and the amount of minimum stockholders' equity required to be maintained through 2025. The amendments continued to impose a monthly-tested minimum liquidity covenant of $350.0 million, which in the case of the non-export credit facilities terminated at the end of the waiver period (with the exception of the Revolver which was amended in January 2023 to include the minimum liquidity through April 2025) and in the case of the export credit facilities terminates either in July 2025, or when we pay off all deferred amounts, whichever is earlier. In addition, the amendments to the non-export credit facilities continued to place restrictions on paying cash dividends and effectuating share repurchases through the end of the third quarter of 2022, while the export credit facility amendments require us to prepay any deferred amounts

F-27

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

if we elect to pay dividends or complete share repurchases. As of December 31, 2022, we were in compliance with our debt covenants and we estimate we will be in compliance for the next twelve months.

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

(in thousands)As of December 31, 2022As of December 31, 2021
Principal$1,725,000$1,725,000
Less: Unamortized debt issuance costs24,110188,764
$1,700,890$1,536,236

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

(in thousands)As of December 31, 2022As of December 31, 2021
Contractual interest expense$75,519$65,406
Amortization of debt issuance costs16,145118,566
$91,664$183,972

Following is a schedule of annual maturities on our total debt including finance leases, as of December 31, 2022 for each of the next five years (in thousands):

YearAs of December 31, 2022 (1)
2023$2,090,457
2024 (2)4,662,837
20253,663,440
20262,754,876
20273,493,703
Thereafter7,157,001
$23,822,314

(1) Debt denominated in other currencies is calculated based on the applicable exchange rate at December 31, 2022.

(2) In January 2023, we amended and extended $2.3 billion of our two unsecured revolving credit facilities by one year from April 2024 to April 2025.

Note 9**. Leases**

Operating leases

Our operating leases primarily relate to preferred berthing arrangements, real estate and shipboard equipment and are included within Operating lease right-of-use assets and Long-term operating lease liabilities, with the current portion of the liability included within Current portion of operating lease liabilities in our consolidated balance sheets as of December 31, 2022 and 2021. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term. Our operating leases include Silver Explorer, operated by Silversea Cruises. The operating lease for Silver Explorer will expire in 2023.

For some of our real estate leases and berthing agreements, we do have the option to extend our current lease term. For those lease agreements with renewal options, the renewal periods for real estate leases range from one to 10 years and the renewal periods for berthing agreements range from one to 20 years. Generally, we do not include renewal options as a component of our present value calculation for berthing agreements. However, for certain real estate leases, we include them.

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

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

in July 2021, the underlying asset was recorded as a leasehold improvement within Property and equipment, net. Our July 2021 purchase of PortMiami eliminated the residual value guarantee and a requirement under the lease to post $181.1 million of cash collateral.

Additionally, we remeasured the ground lease related to the Terminal A lease based on a reassessed lease term resulting from our purchase option exercise. We determined that the ground lease should remain as an operating lease with adjustments to the operating lease liability and the related right-of-use asset in our Consolidated Balance Sheet.

As most of our leases do not provide an implicit rate, we use our incremental borrowing rate in determining the present value of lease payments. We estimate our incremental borrowing rates based on LIBOR and U.S. Treasury note rates corresponding to lease terms increased by the Company’s credit risk spread and reduced by the estimated impact of collateral. In addition, we have lease agreements with lease and non-lease components, which are generally accounted for separately. However, for berthing agreements, we account for the lease and non-lease components as a single lease component.

Finance Leases

Our finance leases primarily relate to buildings and surrounding land located at our Miami headquarters, and our Silver Dawn and Silver Whisper ships. Finance leases are included within Property, and Equipment, net, and Long-term debt with the current portion of the liability included within Current portion of long-term debt in our consolidated balance sheets as of December 31, 2022 and 2021.

The Company's master lease agreement (“Master Lease”) with Miami-Dade County related to the buildings and surrounding land located at our Miami headquarters, has been classified as a finance lease in accordance with ASC 842, Leases. In January 2022, we executed a modification to the Master Lease to extend the expiration of the lease from 2072 to 2074. Subsequently, in December 2022 we amended the lease to further extend its expiration from 2074 to 2076 after coming to an agreement with Miami-Dade County on the financing plans for the continued development of the buildings and surrounding land at our Miami headquarters. The Master Lease continues to include the two five-year options to extend the lease. We continue to consider the probability of exercising the two five-year options as reasonably certain. The modifications of the Master Lease did not change the classification of the lease. The total aggregate amount of the finance lease liabilities recorded for this Master Lease was $55.5 million and $127.0 million as of December 31, 2022 and December 31, 2021, respectively.

Silversea Cruises operates Silver Dawn under a sale-leaseback agreement with a bargain purchase option at the end of the 15 year lease term. Due to the bargain purchase option at the end of the lease term in 2036 whereby Silversea Cruises is reasonably certain of obtaining ownership of the ship, Silver Dawn is accounted for as a finance lease. The lease includes other purchase options beginning in year three, none of which are reasonably certain of being exercised at this time. The total aggregate amount of finance lease liabilities recorded for this ship was $264.8 million and $283.7 million as of December 31, 2022 and December 31, 2021, respectively. The lease payments on the Silver Dawn are subject to adjustments based on the LIBOR rate.

Silversea Cruises operates Silver Whisper under a finance lease. The finance lease for Silver Whisper will expire in 2023, subject to an option to purchase the ship, which we expect to exercise. The total aggregate amount of finance lease liabilities recorded for this ship was $8.9 million and $24.1 million at December 31, 2022 and December 31, 2021, respectively. The lease payments on the Silver Whisper are subject to adjustments based on the LIBOR rate.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

As of December 31, 2022As of December 31, 2021
Lease assets:
Finance lease right-of-use assets, net:
Property and equipment, gross$668,801$737,444
Accumulated depreciation(123,567)(94,729)
Property and equipment, net545,234642,715
Operating lease right-of-use assets537,559542,128
Total lease assets$1,082,793$1,184,843
Lease liabilities:
Finance lease liabilities:
Current portion of debt$34,154$51,470
Long-term debt317,178420,805
Total finance lease liabilities351,332472,275
Operating lease liabilities:
Current portion of operating lease liabilities79,76068,922
Long-term operating lease liabilities523,006534,726
Total operating lease liabilities602,766603,648
Total lease liabilities$954,098$1,075,923

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

Consolidated Statement of Comprehensive Income (Loss) ClassificationYear ended December 31, 2022Year ended December 31, 2021Year ended December 31, 2020
Lease costs:
Operating lease costsCommission, transportation and other$127,315$18,860$38,349
Operating lease costsOther operating expenses22,08523,26130,955
Operating lease costsMarketing, selling and administrative expenses18,64618,02721,971
Finance lease costs:
Amortization of right-of-use-assetsDepreciation and amortization expenses24,42816,8146,901
Interest on lease liabilitiesInterest expense, net of interest capitalized21,5502,5934,429
Total lease costs$214,024$79,555$102,605

In addition, certain of our berth agreements include variable lease costs based on the number of passengers berthed. During the twelve months ended December 31, 2022, we had $66.2 million of variable lease costs recorded within Commission, transportation and other in our consolidated statement of comprehensive loss. During the twelve months ended December 31, 2021, we had no variable lease costs recorded within Commission, transportation and other in our consolidated statement of comprehensive loss.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

As of December 31, 2022As of December 31, 2021
Weighted average of the remaining lease term
Operating leases17.6918.18
Finance leases19.2623.96
Weighted average discount rate
Operating leases6.92%6.52%
Finance leases6.43%5.54%

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

Year ended December 31, 2022Year ended December 31, 2021Year ended December 31, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$126,797$42,759$89,179
Operating cash flows from finance leases$21,550$2,593$4,429
Financing cash flows from finance leases$48,199$23,522$19,778

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

YearsOperating LeasesFinance Leases
2023$115,636$53,617
2024101,80144,465
202596,29043,974
202690,17838,412
202770,42437,358
Thereafter789,158706,070
Total lease payments1,263,487923,896
Less: Interest(660,721)(572,564)
Present value of lease liabilities$602,766$351,332

Right-of-use assets impairments

During the year ended December 31, 2020, we identified that the undiscounted cash flows for certain right-of-use assets were less than their carrying values due to the negative impact of COVID-19. We evaluated these assets pursuant to our long-lived asset impairment test, resulting in an impairment charge of $65.9 million to write down these assets to their estimated fair values during the year ended December 31, 2020. For the years ended December 31, 2022 and December 31, 2021, there were no impairments to right-of-use assets.

Note 10**. Shareholders' Equity**

On January 1, 2022, we adopted ASU 2020-06 using the modified retrospective approach to recognize our convertible notes as single liability instruments. As a result of the adoption of this pronouncement, the cumulative effect to Shareholders' equity was

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

a reduction of $161.4 million. For further information regarding the entry recorded and the adoption of ASU 2020-06, refer to Note 2*. Summary of Significant Accounting Policies.*

Common Stock Issued

During March 2021, we issued 16.9 million shares of common stock, par value $0.01 per share, at a price of $91.00 per share. We received net proceeds of $1.5 billion from the sale of our common stock, after deducting the estimated offering expenses payable by us.

Dividends Declared

We did not declare any dividends during the years ended December 31, 2022 and December 31, 2021. During this period, we were restricted under certain of our credit facilities from paying dividends while waivers to the financial covenants within such facilities were in effect. 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.

Note 11**. Stock-Based Employee Compensation**

We currently have awards outstanding under one stock-based compensation plan, our 2008 Equity Plan, which provides for awards to our officers, directors and key employees. The 2008 Equity Plan, as amended, provides for the issuance of up to 10,083,570 shares of our common stock pursuant to grants of (i) incentive and non-qualified stock options, (ii) stock appreciation rights, (iii) stock awards (including time-based and/or performance-based stock awards) and (iv) restricted stock units (including time-based and performance-based restricted stock units). During any calendar year, no one individual (other than non-employee members of our board of directors) may be granted awards of more than 500,000 shares and no non-employee member of our board of directors may be granted awards with a value, measured as of the grant date, which together with cash compensation paid to such director for such calendar year, would exceed $750,000. Options and restricted stock units outstanding as of December 31, 2022, generally vest in equal installments over four years from the date of grant. In addition, performance shares and performance share units generally vest in three years. With certain limited exceptions, awards are forfeited if the recipient ceases to be an employee before the shares vest. We have not issued stock options since 2016, and all stock options have been exercised as of December 31, 2021. Stock option expense for the years ended December 31, 2022, 2021 and 2020, are not material.

Our officers receive their long-term incentive awards through a combination of performance share units and restricted stock units. Each performance share unit award is expressed as a target number of performance share units based upon the fair market value of our common stock on the date the award is issued. The actual number of shares underlying each award (not to exceed 200% of the target number of performance share units) will be determined based upon the Company's achievement of a specified performance target range. In 2022, we issued a target number of 209,020 performance share units, which will vest approximately three years following the award issue date. The performance payout of these grants will be based on return on the Company's invested capital ("ROIC"), earnings per share ("EPS"), leverage and certain Environmental, Social, and Governance metrics ("ESG") for the year ended December 31, 2024, as may be adjusted by the Talent and Compensation Committee of our board of directors in early 2025 for events that are outside of management's control.

Our senior officers meeting certain minimum age and service criteria receive their long-term incentive awards through a combination of restricted stock awards and restricted stock units. The restricted stock awards are subject to both performance and time-based vesting criteria while the restricted stock units are subject only to time-based vesting criteria. Each restricted stock award is issued in an amount equal to 200% of the target number of shares underlying the award based upon the fair market value of our common stock on the date the award is issued. Declared dividends accrue (but do not get paid) on the restricted stock awards during the vesting period, with the accrued amounts to be paid out following vesting only on the number of shares underlying the award which actually vest based on satisfaction of the performance criteria. The actual number of shares that vest (not to exceed 200% of the shares) will be determined based upon the Company's achievement of a specified performance target range.

In 2022, we issued 171,240 restricted stock awards, representing 200% of the target number of shares underlying the award, all of which are considered issued and outstanding from the date of issuance; however, grantees will only retain those shares earned as the result of the Company achieving the performance goals during the measurement period. The performance payout of the 2022 awards will be based on the Company's ROIC, EPS, leverage and certain ESG metrics for the year ended December 31, 2024, as may be adjusted by the Talent and Compensation Committee of our board of directors in early 2025 for events that are outside of management's control.

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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. 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. During the years ended December 31, 2022, 2021 and 2020, 171,279, 136,480 and 184,936 shares of our common stock were purchased under the ESPP at a weighted-average price of $44.01, $70.95 and $48.08, respectively.

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

Employee Stock-Based Compensation
Classification of expense202220212020
Marketing, selling and administrative expenses$36,116$63,638$39,780
Total compensation expense$36,116$63,638$39,780

Restricted stock units are converted into shares of common stock upon vesting or, if applicable, are settled on a one-for-one basis. The cost of these awards is determined using the fair value of our common stock on the date of the grant, and compensation expense is recognized over the vesting period. Restricted stock activity is summarized in the following table:

Restricted Stock Units ActivityNumber of AwardsWeighted- Average Grant Date Fair Value
Non-vested share units as of January 1, 2022995,038$88.19
Granted570,43272.21
Vested(464,492)86.29
Canceled(117,905)81.78
Non-vested share units as of December 31, 2022983,073$80.58

The weighted-average estimated fair value of restricted stock units granted during the years ended December 31, 2021 and 2020 was $85.08 and $78.51, respectively. The total fair value of shares released on the vesting of restricted stock units during the years ended December 31, 2022, 2021 and 2020 was $29.7 million, $36.1 million, and $31.2 million, respectively. As of December 31, 2022, we had $38.2 million of total unrecognized compensation expense, net of estimated forfeitures, related to restricted stock unit grants, which will be recognized over the weighted-average period of 1.13 years.

Performance share units are converted into shares of common stock upon vesting on a one-for-one basis. We estimate the fair value of each performance share when the grant is authorized and the related service period has commenced. We remeasure the fair value of our performance shares in each subsequent reporting period until the grant date has occurred, which is the date when the performance conditions are satisfied. We recognize compensation cost over the vesting period based on the probability of the service and performance conditions being achieved adjusted for each subsequent fair value measurement until the grant date. If the specified service and performance conditions are not met, compensation expense will not be recognized and any previously recognized compensation expense will be reversed. Performance share units activity is summarized in the following table:

Performance Share Units ActivityNumber of AwardsWeighted- Average Grant Date Fair Value
Non-vested share units as of January 1, 2022466,352$92.45
Granted209,02079.80
Vested(64,614)110.01
Canceled(57,711)89.42
Non-vested share units as of December 31, 2022553,047$85.93

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The weighted-average estimated fair value of performance share units granted during the years ended December 31, 2021 and 2020 was $84.83 and $95.81 respectively. The total fair value of shares released on the vesting of performance share units during the years ended December 31, 2022, 2021 and 2020 was $5.2 million, $5.6 million and $24.6 million, respectively. As of December 31, 2022, we had $8.6 million of total unrecognized compensation expense, net of estimated forfeitures, related to performance share unit grants, which will be recognized over the weighted-average period of 1.22 years.

We estimate the fair value of each restricted stock award when the grant is authorized and the related service period has commenced. We remeasure the fair value of these restricted stock awards in each subsequent reporting period until the grant date has occurred, which is the date when the performance conditions are satisfied. We recognize compensation cost over the vesting period based on the probability of the service and performance conditions being achieved adjusted for each subsequent fair value measurement until the grant date. If the specified service and performance conditions are not met, compensation expense will not be recognized, any previously recognized compensation expense will be reversed, and any unearned shares will be returned to the Company. Restricted stock awards activity is summarized in the following table:

Restricted Stock Awards ActivityNumber of AwardsWeighted- Average Grant Date Fair Value
Non-vested share units as of January 1, 2022797,212$101.25
Granted171,24079.80
Vested(87,521)118.08
Canceled(106,965)118.08
Non-vested share units as of December 31, 2022773,966$92.28

The weighted-average estimated fair value of restricted stock awards granted during the years ended December 31, 2021 and 2020 was $84.83 and $110.21, respectively. As of December 31, 2022, we had $0.86 million of total unrecognized compensation expense, net of estimated forfeitures, related to restricted stock award grants, which will be recognized over the weighted-average period of 1.06 years.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 12**. Loss Per Share**

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

Year Ended December 31,
202220212020
Net Loss attributable to Royal Caribbean Cruises Ltd. for basic and diluted loss per share$(2,155,962)$(5,260,499)$(5,797,462)
Weighted-average common shares outstanding255,011251,812214,335
Diluted weighted-average shares outstanding255,011251,812214,335
Basic loss per share$(8.45)$(20.89)$(27.05)
Diluted loss per share$(8.45)$(20.89)$(27.05)

Basic loss per share is computed by dividing Net loss attributable to Royal Caribbean Cruises Ltd. by the weighted-average number of common stock outstanding during each period. Diluted loss per share incorporates the incremental shares issuable upon the assumed exercise of stock options and conversion of potentially dilutive securities. If we have a net loss for the period, all potential common shares will be considered antidilutive, resulting in the same basic and diluted net loss per share amounts for those periods. There were approximately 31,027,815, 504,250 and 282,118 antidilutive shares for the years ended December 31, 2022, 2021 and 2020, respectively.

Effective January 1, 2022, ASU 2020-06 eliminated the treasury stock method and instead required the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share when instruments may be settled in cash or shares. Under the if-converted method, shares related to our convertible notes, to the extent dilutive, are assumed to be converted into common stock at the beginning of the reporting period. The required use of the if-converted method for our convertible notes did not impact our diluted loss per share for the year ended December 31, 2022 as the if-converted calculation was antidilutive for the period. For further information regarding the adoption of ASU 2020-06, refer to Note 2*. Summary of Significant Accounting Policies.*

Note 13**. Retirement Plan**

We maintain a defined contribution plan covering shoreside employees. Effective January 1, 2016, we commenced annual, non-elective contributions to the plan on behalf of all eligible participants equal to 3% of participants' eligible earnings. Additional annual contributions to the plan are discretionary and are based on fixed percentages of participants' salaries and years of service, not to exceed certain maximums. Contribution expenses were $19.6 million, $17.9 million and $18.4 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Note 14**. Income Taxes**

We are subject to corporate income taxes in countries where we have operations or subsidiaries. We and the majority of our ship-operating and vessel-owning subsidiaries are currently exempt from U.S. corporate income tax on U.S. source income from the international operation of ships pursuant to Section 883 of the Internal Revenue Code. Regulations under Section 883 have limited the activities that are considered the international operation of a ship or incidental thereto. Accordingly, our provision for U.S. federal and state income taxes includes taxes on certain activities not considered incidental to the international operation of our ships.

Additionally, one of our ship-operating subsidiaries is subject to tax under the tonnage tax regime of the United Kingdom. Under this regime, income from qualifying activities is subject to corporate income tax, but the tax is computed by reference to the tonnage of the ship or ships registered under the relevant provisions of the tax regimes (the "relevant shipping profits"), which replaces the regular taxable income base. Income from activities not considered qualifying activities, which we do not consider significant, remains subject to United-Kingdom corporate income tax.

For the year ended December 31, 2022, we had an income tax expense of approximately $4.2 million primarily driven by income tax from our non-US operations and items not qualifying under Section 883. For the years ended December 31, 2021 and 2020 we had an income tax benefit of approximately $45.2 million and $15.0 million, respectively for items not qualifying under Section 883, tonnage tax and income taxes for the remainder of our subsidiaries. Income taxes are recorded within Other income (expense). In addition, all interest expense and penalties related to income tax liabilities are classified as income tax expense within Other income (expense).

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For a majority of our subsidiaries, we do not expect to incur income taxes on future distributions of undistributed earnings. Accordingly, no deferred income taxes have been provided for the distribution of these earnings. Where we do expect to incur income taxes on future distributions of undistributed earnings, we have provided for deferred taxes, which we do not consider significant to our operations.

As of December 31, 2022, the Company had deferred tax assets for U.S. and foreign net operating losses (“NOLs”) of approximately $74.2 million. We have provided a valuation allowance for approximately $23.7 million of these NOLs. $6.3 million of the NOLs deferred tax assets relate to NOLs which are subject to expiration between 2023 and 2041.

Our deferred tax assets and deferred tax liabilities and corresponding valuation allowances related to our operations were not material as of December 31, 2022 and 2021.

We regularly review deferred tax assets for recoverability based on our history of earnings, expectations of future earnings, and tax planning strategies. Realization of deferred tax assets ultimately depends on the existence of sufficient taxable income to support the amount of deferred taxes. 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.

Note 15**. Changes in Accumulated Other Comprehensive (Loss) Income**

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

Changes related to cash flow derivative hedgesChanges in defined benefit plansForeign currency translation adjustmentsAccumulated other comprehensive (loss) income
Accumulated comprehensive loss at January 1, 2020$(688,529)$(45,558)$(63,626)$(797,713)
Other comprehensive income (loss) before reclassifications(41,109)(22,051)(28,698)(91,858)
Amounts reclassified from accumulated other comprehensive loss79,1192,06769,044150,230
Net current-period other comprehensive income (loss)38,010(19,984)40,34658,372
Accumulated comprehensive loss at January 1, 2021(650,519)(65,542)(23,280)(739,341)
Other comprehensive income (loss) before reclassifications(16,667)4,79015,7033,826
Amounts reclassified from accumulated other comprehensive loss20,7133,917—24,630
Net current-period other comprehensive (loss) income4,0468,70715,70328,456
Accumulated comprehensive loss at January 1, 2022(646,473)(56,835)(7,577)(710,885)
Other comprehensive (loss) income before reclassifications171,04045,59910,295226,934
Amounts reclassified from accumulated other comprehensive loss(162,578)3,315—(159,263)
Net current-period other comprehensive (loss) income8,46248,91410,29567,671
Accumulated comprehensive loss at December 31, 2022$(638,011)$(7,921)$2,718$(643,214)

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into (Loss) Income
Details about Accumulated Other Comprehensive Loss ComponentsYear Ended December 31, 2022Year Ended December 31, 2021Year Ended December 31, 2020Affected Line Item in Statements of Comprehensive Income (Loss)
Gain (loss) on cash flow derivative hedges:
Interest rate swaps$(12,635)$(43,185)$(25,267)Interest expense, net of interest capitalized
Foreign currency forward contracts(17,085)(15,359)(14,679)Depreciation and amortization expenses
Foreign currency forward contracts(2,703)(2,797)(7,315)Other (expense) income
Fuel swaps(360)(409)3,549Other (expense) income
Fuel swaps195,36141,037(35,407)Fuel
162,578(20,713)(79,119)
Amortization of defined benefit plans:
Actuarial loss(3,315)(3,917)(2,067)Payroll and related
(3,315)(3,917)(2,067)
Release of foreign cumulative translation due to sale or liquidation of businesses:
Foreign cumulative translation——(69,044)Other operating
Total reclassifications for the period$159,263$(24,630)$(150,230)

During the year ended December 31, 2020, a $69.0 million net loss was recorded within Other expense in our consolidated statements of comprehensive loss, consisting of a $92.6 million loss resulting from the recognition of a currency translation adjustment, partially offset by the recognition of a deferred $23.6 million foreign exchange gain related to the Pullmantur net investment hedge. In connection with the Pullmantur reorganization in 2020, we no longer have significant involvement in the Pullmantur operations and these amounts previously deferred in Accumulated other comprehensive loss were recognized in earnings.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 16. Fair Value Measurements and Derivative Instruments

Fair Value Measurements

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

Fair Value Measurements at December 31, 2022Fair Value Measurements at December 31, 2021
DescriptionTotal Carrying AmountTotal Fair ValueLevel 1**(1)**Level 2**(2)**Level 3**(3)**Total Carrying AmountTotal Fair ValueLevel 1**(1)**Level 2**(2)**Level 3**(3)**
Assets:
Cash and cash equivalents(4)$1,935,005$1,935,005$1,935,005$—$—$2,701,770$2,701,770$2,701,770$—$—
Total Assets$1,935,005$1,935,005$1,935,005$—$—$2,701,770$2,701,770$2,701,770$—$—
Liabilities:
Long-term debt (including current portion of long-term debt)(5)$23,039,859$22,856,306$—$22,856,306$—$20,618,065$22,376,480$—$22,376,480$—
Total Liabilities$23,039,859$22,856,306$—$22,856,306$—$20,618,065$22,376,480$—$22,376,480$—

(1)Inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment.

(2)Inputs other than quoted prices included within Level 1 that are observable for the liability, either directly or indirectly. For unsecured revolving credit facilities and unsecured term loans, fair value is determined utilizing the income valuation approach. This valuation model takes into account the contract terms of our debt such as the debt maturity and the interest rate on the debt. The valuation model also takes into account the creditworthiness of the Company.

(3)Inputs that are unobservable. The Company did not use any Level 3 inputs as of December 31, 2022 and 2021.

(4)Consists of cash and marketable securities with original maturities of less than 90 days.

(5)Consists of unsecured revolving credit facilities, senior notes, term loans and convertible notes. These amounts do not include our finance lease obligations.

Other Financial Instruments

The carrying amounts of accounts receivable, accounts payable, accrued interest, and accrued expenses approximate fair value as of December 31, 2022 and 2021.

Assets and liabilities that are recorded at fair value have been categorized based upon the fair value hierarchy. The following table presents information about the Company's financial instruments recorded at fair value on a recurring basis (in thousands):

Fair Value Measurements at December 31, 2022Fair Value Measurements at December 31, 2021
DescriptionTotal Fair ValueLevel 1**(1)**Level 2**(2)**Level 3**(3)**Total Fair ValueLevel 1**(1)**Level 2**(2)**Level 3**(3)**
Assets:
Derivative financial instruments(4)$203,802$—$203,802$—$69,808$—$69,808$—
Total Assets$203,802$—$203,802$—$69,808$—$69,808$—
Liabilities:
Derivative financial instruments(5)$135,608$—$135,608$—$200,541$—$200,541$—
Total Liabilities$135,608$—$135,608$—$200,541$—$200,541$—

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(1)Inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment.

(2)Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. For foreign currency forward contracts, interest rate swaps and fuel swaps, fair value is derived using valuation models that utilize the income valuation approach. These valuation models take into account the contract terms, such as maturity as well as other inputs, such as foreign exchange rates and curves, fuel types, fuel curves and interest rate yield curves. Derivative instrument fair values take into account the creditworthiness of the counterparty and the Company.

(3)Inputs that are unobservable. No Level 3 inputs were used in fair value measurements of other financial instruments as of December 31, 2022 and 2021

(4)Consists of foreign currency forward contracts, interest rate and fuel swaps. Refer to the "Fair Value of Derivative Instruments" table for breakdown by instrument type.

(5)Consists of foreign currency forward contracts, interest rate and fuel swaps. Refer to the "Fair Value of Derivative Instruments" table for breakdown by instrument type.

The reported fair values are based on a variety of factors and assumptions. Accordingly, the fair values may not represent actual values of the financial instruments that could have been realized as of December 31, 2022 or 2021, or that will be realized in the future, and do not include expenses that could be incurred in an actual sale or settlement.

Nonfinancial Instruments Recorded at Fair Value on a Nonrecurring Basis

Nonfinancial instruments include items such as goodwill, indefinite-lived intangible assets, long-lived assets, right-of-use assets and equity method investments that are measured at fair value on a nonrecurring basis when events and circumstances indicate the carrying value is not recoverable. The following table presents information about the Company’s nonfinancial instruments recorded at fair value on a nonrecurring basis (in thousands):

Fair Value Measurements at December 31, 2022
DescriptionTotal Carrying AmountTotal Fair ValueLevel 3Total Impairment for the year ended December 31, 2022 (1)
Long-lived assets———$10,186
Total———$10,186

(1) Amount is primarily composed of construction in progress assets that were impaired during the year ended December 31, 2022 due to a reduction in scope or the decision to not complete the projects. The impairments were calculated based on orderly liquidation values. The fair value of these assets was estimated as of the date the assets were last impaired.

Fair Value Measurements at December 31, 2021
DescriptionTotal Carrying AmountTotal Fair ValueLevel 3Total Impairment for the year ended December 31, 2021 (1)
Long-lived assets———$55,213
Total———$55,213

(1) Amount is primarily composed of construction in progress assets that were impaired during the year ended 2021 due to a reduction in scope or the decision to not complete the projects. The impairments were calculated based on orderly liquidation values. The fair value of these assets was estimated as of the date the assets were last impaired.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Master Netting Agreements

We have master International Swaps and Derivatives Association (“ISDA”) agreements in place with our derivative instrument counterparties. These ISDA agreements generally provide for final close out netting with our counterparties for all positions in the case of default or termination of the ISDA agreement. We have determined that our ISDA agreements provide us with rights of setoff on the fair value of derivative instruments in a gain position and those in a loss position with the same counterparty. We have elected not to offset such derivative instrument fair values in our consolidated balance sheets.

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

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

Gross Amounts not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements
As of December 31, 2022As of December 31, 2021
Gross Amount of Derivative Assets Presented in the Consolidated Balance SheetGross Amount of Eligible Offsetting Recognized Derivative LiabilitiesCash Collateral ReceivedNet Amount of Derivative AssetsGross Amount of Derivative Assets Presented in the Consolidated Balance SheetGross Amount of Eligible Offsetting Recognized Derivative LiabilitiesCash Collateral ReceivedNet Amount of Derivative Assets
Derivatives subject to master netting agreements$203,802$(105,228)$—$98,574$69,808$(67,995)$—$1,813
Total$203,802$(105,228)$—$98,574$69,808$(67,995)$—$1,813

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

Gross Amounts not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements
As of December 31, 2022As of December 31, 2021
Gross Amount of Derivative Liabilities Presented in the Consolidated Balance SheetGross Amount of Eligible Offsetting Recognized Derivative AssetsCash Collateral PledgedNet Amount of Derivative LiabilitiesGross Amount of Derivative Liabilities Presented in the Consolidated Balance SheetGross Amount of Eligible Offsetting Recognized Derivative AssetsCash Collateral PledgedNet Amount of Derivative Liabilities
Derivatives subject to master netting agreements$(135,608)$105,228$—$(30,380)$(200,541)$67,995$44,411$(88,135)
Total$(135,608)$105,228$—$(30,380)$(200,541)$67,995$44,411$(88,135)

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Concentrations of Credit Risk

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. Credit risk, including, but not limited to, counterparty nonperformance under derivative instruments, our credit facilities and new ship progress payment guarantees, is not considered significant, as we primarily conduct business with large, well-established financial institutions, insurance companies and export credit agencies many of which we have long-term relationships with and which have credit risks acceptable to us or where the credit risk is spread out among a large number of counterparties. As of December 31, 2022, we had counterparty credit risk exposure under our derivative instruments of $103.3 million, which was limited to the cost of replacing the contracts in the event of non-performance by the counterparties to the contracts, the majority of which are currently our lending banks. We do not anticipate nonperformance by any of our significant counterparties. In addition, we have established guidelines we follow regarding credit ratings and instrument maturities to maintain safety and liquidity. We do not normally require collateral or other security to support credit relationships; however, in certain circumstances this option is available to us.

Derivative Instruments

We are exposed to market risk attributable to changes in interest rates, foreign currency exchange rates and fuel prices. We try to mitigate these risks through a combination of our normal operating and financing activities and through the use of derivative financial instruments pursuant to our hedging practices and policies. The financial impact of these hedging instruments is primarily offset by corresponding changes in the underlying exposures being hedged. We achieve this by closely matching the notional amount, term and conditions of the derivative instrument with the underlying risk being hedged. Although certain of our derivative financial instruments do not qualify or are not accounted for under hedge accounting, our objective is not to hold or issue derivative financial instruments for trading or other speculative purposes.

We enter into various forward, swap and option contracts to manage our interest rate exposure and to limit our exposure to fluctuations in foreign currency exchange rates and fuel prices. These instruments are recorded on the balance sheet at their fair value and the vast majority are designated as hedges. We also use non-derivative financial instruments designated as hedges of our net investment in our foreign operations and investments.

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. A derivative instrument that hedges a forecasted transaction or the variability of cash flows related to a recognized asset or liability is designated as a cash flow hedge.

Changes in the fair value of derivatives that are designated as fair value hedges are offset against changes in the fair value of the underlying hedged assets, liabilities or firm commitments. Gains and losses on derivatives that are designated as cash flow hedges are recorded as a component of Accumulated other comprehensive loss until the underlying hedged transactions are recognized in earnings. The foreign currency transaction gain or loss of our non-derivative financial instruments and the changes in the fair value of derivatives designated as hedges of our net investment in foreign operations and investments are recognized as a component of Accumulated other comprehensive loss along with the associated foreign currency translation adjustment of the foreign operation or investment. In certain hedges of our net investment in foreign operations and investments, we exclude forward points from the assessment of hedge effectiveness and amortize the related amounts directly into earnings.

On an ongoing basis, we assess whether derivatives used in hedging transactions are "highly effective" in offsetting changes in the fair value or cash flow of hedged items. For our net investment hedges, we use the dollar offset method to measure effectiveness. For all other hedging programs, we use the long-haul method to assess hedge effectiveness using regression analysis for each hedge relationship. The methodology for assessing hedge effectiveness is applied on a consistent basis for each one of our hedging programs (i.e., interest rate, foreign currency ship construction, foreign currency net investment and fuel). For our regression analyses, we use an observation period of up to three years, utilizing market data relevant to the hedge horizon of each hedge relationship. High effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the changes in the fair values of the derivative instrument and the hedged item. If it is determined that a derivative is not highly effective as a hedge or hedge accounting is discontinued, any change in fair value of the derivative since the last date at which it was determined to be highly effective is recognized in earnings.

Cash flows from derivative instruments that are designated as fair value or cash flow hedges are classified in the same category as the cash flows from the underlying hedged items. In the event that hedge accounting is discontinued, cash flows subsequent to the date of discontinuance are classified within investing activities. Cash flows from derivative instruments not designated as hedging instruments are classified as investing activities.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Interest Rate Risk

Our exposure to market risk for changes in interest rates primarily relates to our debt obligations including future interest payments. At December 31, 2022 and 2021, approximately 75.0% and 65.7%, respectively, of our debt was effectively fixed-rate debt. We use interest rate swap agreements to modify our exposure to interest rate movements and to manage our interest expense.

Market risk associated with our fixed-rate debt is the potential increase in fair value resulting from a decrease in interest rates. We use interest rate swap agreements that effectively convert a portion of our fixed-rate debt to a floating-rate basis to manage this risk. During the quarter ended September 30, 2022, we redeemed our 5.25% senior unsecured notes due 2022 in full and terminated the related interest rate swap agreements, which resulted in the dedesignation of the fair value hedges and recognition of an immaterial loss representing the fair value hedge carrying amount adjustment on these notes. At December 31, 2022, there were no interest rate swap agreements for fixed-rate debt instruments.

We use interest rate swap agreements that effectively convert a portion of our floating-rate debt to a fixed-rate basis to manage the risk of increasing interest rates. At December 31, 2022, we maintained interest rate swap agreements on the following floating-rate debt instruments:

Debt InstrumentSwap Notional as of December 31, 2022 (In thousands)MaturityDebt Floating RateAll-in Swap Fixed Rate
Celebrity Reflection term loan$109,083October 2024LIBOR plus0.40%2.85%
Quantum of the Seas term loan245,000October 2026LIBOR plus1.30%3.74%
Anthem of the Seas term loan271,875April 2027LIBOR plus1.30%3.86%
Ovation of the Seas term loan380,417April 2028LIBOR plus1.00%3.16%
Harmony of the Seas term loan (1)338,990May 2028EURIBOR plus1.15%2.26%
Odyssey of the Seas term loan(2)383,333October 2032LIBOR plus0.96%3.21%
Odyssey of the Seas term loan*(2)*191,667October 2032LIBOR plus0.96%2.84%
$1,920,365

(1) Interest rate swap agreements hedging the Euro-denominated term loan for Harmony of the Seas include EURIBOR zero-floors matching the hedged debt EURIBOR zero-floor. Amount presented is based on the exchange rate as of December 31, 2022.

(2) Interest rate swap agreements hedging the term loan of Odyssey of the Seas include LIBOR zero-floors matching the debt LIBOR zero-floor. The effective dates of the $383.3 million and $191.7 million interest rate swap agreements are October 2020 and October 2022, respectively. The unsecured term loan for the financing of Odyssey of the Seas was drawn on March 2021.

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

The notional amount of interest rate swap agreements related to outstanding debt as of December 31, 2022 and 2021 was $1.9 billion and $2.9 billion, respectively.

Foreign Currency Exchange Rate Risk

Derivative Instruments

Our primary exposure to foreign currency exchange rate risk relates to our ship construction contracts denominated in Euros, our foreign currency denominated debt and our international business operations. We enter into foreign currency forward contracts to manage portions of the exposure to movements in foreign currency exchange rates. As of December 31, 2022, the aggregate cost of our ships on order was $9.8 billion, of which we had deposited $831.6 million as of such date. These amounts do not include any ships placed on order that are contingent upon completion of conditions precedent and/or financing any ships on order by our Partner Brands. Refer to Note 17. Commitments and Contingencies, for further information on our ships on order. At December 31, 2022 and 2021, approximately 52.3% and 59.0%, respectively, of the aggregate cost of the ships under construction was exposed to

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

fluctuations in the Euro exchange rate. Our foreign currency forward contract agreements are accounted for as cash flow or net investment hedges depending on the designation of the related hedge.

On a regular basis, we enter into foreign currency forward contracts and, from time to time, we utilize cross-currency swap agreements and collar options to minimize the volatility resulting from the remeasurement of net monetary assets and liabilities denominated in a currency other than our functional currency or the functional currencies of our foreign subsidiaries. During the year ended December 31, 2022, we maintained an average of approximately $1.1 billion of these foreign currency forward contracts. These instruments are not designated as hedging instruments. For the years ended December 31, 2022, 2021 and 2020, changes in the fair value of the foreign currency forward contracts resulted in losses of $(101.8) million, $(30.9) million and $(19.0) million, respectively, which offset gains (losses) arising from the remeasurement of monetary assets and liabilities denominated in foreign currencies in those same years of $93.0 million, $24.3 million and $(1.5) million, respectively. These amounts were recognized in earnings within Other (expense) income in our consolidated statements of comprehensive loss.

The notional amount of outstanding foreign exchange contracts, excluding the forward contracts entered into to minimize remeasurement volatility, as of December 31, 2022 and 2021 was $2.9 billion and $3.4 billion, respectively.

Non-Derivative Instruments

We consider our investments in our foreign operations to be denominated in relatively stable currencies and of a long-term nature. We address the exposure of our investments in foreign operations by denominating a portion of our debt in our subsidiaries' and investments' functional currencies and designating it as a hedge of these subsidiaries and investments. We had designated debt as a hedge of our net investments primarily in TUI Cruises of €433.0 million, or approximately $461.9 million, as of December 31, 2022. As of December 31, 2021, we had designated debt as a hedge of our net investments primarily in TUI Cruises of €97.0 million, or approximately $110.3 million.

Fuel Price Risk

Our exposure to market risk for changes in fuel prices relates primarily to the consumption of fuel on our ships. We use fuel swap agreements to mitigate the financial impact of fluctuations in fuel prices.

Our fuel swap agreements are generally accounted for as cash flow hedges. In the case that our hedged forecasted fuel consumption is not probable of occurring, hedge accounting will be discontinued and the related accumulated other comprehensive gain or loss will be reclassified to Other (expense) income immediately. For hedged forecasted fuel consumption that remains possible of occurring, hedge accounting will be discontinued and the related accumulated other comprehensive gain or loss will remain in accumulated other comprehensive gain or loss until the underlying hedged transactions are recognized in earnings or the related hedged forecasted fuel consumption is deemed probable of not occurring.

Prior suspension of our cruise operations due to the COVID-19 pandemic and our gradual resumption of cruise operations resulted in reductions to our forecasted fuel purchases. During the year ended December 31, 2021, we discontinued cash flow hedge accounting on 0.2 million metric tons of our fuel swap agreements maturing in 2021 and 2022, which resulted in the reclassification of a net $0.7 million loss from Accumulated other comprehensive loss to Other income (expense). During the year ended December 31, 2022, we did not discontinue cash flow hedge accounting on any of our fuel swap agreements. Changes in the fair value of fuel swaps for which cash flow hedge accounting was discontinued are currently recognized in Other (expense) income for each reporting period through the maturity dates of the fuel swaps.

Future suspension of our operations or modifications to our itineraries may affect our expected forecasted fuel purchases which could result in further discontinuance of fuel swap cash flow hedge accounting and the reclassification of deferred gains or losses from Accumulated other comprehensive loss into earnings*.*

At December 31, 2022, we have hedged the variability in future cash flows for certain forecasted fuel transactions occurring through 2023. As of December 31, 2022 and December 31, 2021, we had the following outstanding fuel swap agreements:

Fuel Swap Agreements
As of December 31, 2022As of December 31, 2021
(metric tons)
Designated as hedges:
2023825,651249,050

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Fuel Swap Agreements
As of December 31, 2022As of December 31, 2021
(% hedged)
Designated hedges as a % of projected fuel purchases:
202350%15%

At December 31, 2022, there was $7.9 million of estimated unrealized net loss associated with our cash flow hedges pertaining to fuel swap agreements that is expected to be reclassified to earnings from Accumulated other comprehensive loss within the next twelve months when compared to $23.8 million of estimated unrealized net loss at December 31, 2021. Reclassification is expected to occur as the result of fuel consumption associated with our hedged forecasted fuel purchases.

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

Fair Value of Derivative Instruments
Asset DerivativesLiability Derivatives
Balance Sheet LocationAs of December 31, 2022As of December 31, 2021Balance Sheet LocationAs of December 31, 2022As of December 31, 2021
Fair ValueFair ValueFair ValueFair Value
Derivatives designated as hedging instruments under ASC 815-20**(1)**
Interest rate swapsOther assets$115,049$—Other long-term liabilities$—$62,080
Interest rate swapsDerivative financial instruments—6,478Derivative Financial Instruments——
Foreign currency forward contractsDerivative financial instruments18,8927,357Derivative financial instruments84,953116,027
Foreign currency forward contractsOther assets25,5042,070Other long-term liabilities1508,813
Fuel swapsDerivative financial instruments40,19131,919Derivative financial instruments46,3597,944
Fuel swapsOther assets4,16613,452Other long-term liabilities4,1471,202
Total derivatives designated as hedging instruments under ASC 815-20203,80261,276135,609196,066
Derivatives not designated as hedging instruments under ASC 815-20
Fuel swapsDerivative financial instruments—8,430Derivative financial instruments—3,264
Fuel swapsOther assets—102Other long-term liabilities—1,211
Total derivatives not designated as hedging instruments under ASC 815-20—8,532—4,475
Total derivatives$203,802$69,808$135,609$200,541

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

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Carrying Value
Non-derivative instrument designated as hedging instrument under ASC 815-20Balance Sheet LocationAs of December 31, 2022As of December 31, 2021
Foreign currency debtCurrent portion of long-term debt$62,282$75,518
Foreign currency debtLong-term debt399,57734,795
$461,859$110,313

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

Location of Gain (Loss) Recognized in Income on Derivative and Hedged ItemAmount of Gain (Loss) Recognized in Income on DerivativeAmount of Gain (Loss) Recognized in Income on Hedged Item
Derivatives and related Hedged Items under ASC 815-20 Fair Value Hedging RelationshipsYear Ended December 31, 2022Year Ended December 31, 2021Year Ended December 31, 2020Year Ended December 31, 2022Year Ended December 31, 2021Year Ended December 31, 2020
Interest rate swapsInterest expense, net of interest capitalized$(3,569)$(1,349)$23,819$4,534$11,083$(18,813)
$(3,569)$(1,349)$23,819$4,534$11,083$(18,813)

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

Line Item in the Statement of Financial Position Where the Hedged Item is IncludedCarrying Amount of the Hedged LiabilitiesCumulative amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Liabilities
As of December 31, 2022As of December 31, 2021As of December 31, 2022As of December 31, 2021
Current portion of long-term debt and Long-term debt$—$655,502$—$6,428
$—$655,502$—$6,428

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

Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative
Derivatives under ASC 815-20 Cash Flow Hedging RelationshipsYear Ended December 31, 2022Year Ended December 31, 2021Year Ended December 31, 2020
Interest rate swaps$165,377$45,572$(112,960)
Foreign currency forward contracts(145,832)(203,129)130,426
Fuel swaps151,495140,890(58,575)
$171,040$(16,667)$(41,109)

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The table below represents amounts excluded from the assessment of effectiveness for our net investment hedging instruments for which the difference between changes in fair value and periodic amortization is recorded in accumulated other comprehensive loss (in thousands):

Gain (Loss) Recognized in Income (Net Investment Excluded Components)Year Ended December 31, 2022
Net inception fair value at January 1, 2022$(554)
Amount of gain recognized in income on derivatives for the year ended December 31, 2022554
Amount of loss remaining to be amortized in accumulated other comprehensive loss as of December 31, 2022—
Fair value at December 31, 2022$—

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

Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss)
Non-derivative instruments under ASC 815-20 Net Investment Hedging RelationshipsYear Ended December 31, 2022Year Ended December 31, 2021Year Ended December 31, 2020
Foreign Currency Debt$4,757$7,837$(28,062)
$4,757$7,837$(28,062)

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

Amount of Gain (Loss) Recognized in Income on Derivative
Derivatives Not Designated as Hedging Instruments under ASC 815-20Location of Gain (Loss) Recognized in Income on DerivativeYear Ended December 31, 2022Year Ended December 31, 2021Year Ended December 31, 2020
Foreign currency forward contractsOther (expense) income$(101,837)$(30,903)$(18,961)
Fuel swapsOther (expense) income(108)33,720(102,740)
$(101,945)$2,817$(121,701)

Credit Related Contingent Features

Our current interest rate derivative instruments require us to post collateral if our Standard & Poor’s and Moody’s credit ratings fall below specified levels. Specifically, under most of our agreements, if on the fifth anniversary of executing a derivative instrument, or on any succeeding fifth-year anniversary, our credit ratings for our senior unsecured debt is rated below BBB- by Standard & Poor’s and Baa3 by Moody’s, then the counterparty will periodically have the right to demand that we post collateral in an amount equal to the difference between (i) the net market value of all derivative transactions with such counterparty that have reached their fifth year anniversary, to the extent negative, and (ii) the applicable minimum call amount.

The amount of collateral required to be posted will change as, and to the extent, our net liability position increases or decreases by more than the applicable minimum call amount. If our credit rating for our senior unsecured debt is subsequently equal to or above BBB- by Standard & Poor’s or Baa3 by Moody’s, then any collateral posted at such time will be released to us and we will no longer be required to post collateral unless we meet the collateral trigger requirement, generally, at the next fifth-year anniversary.

As of December 31, 2022, our senior unsecured debt credit rating was B by Standard & Poor's and B3 by Moody's. As of December 31, 2022, five of our interest rate derivative hedges had reached their fifth-year anniversary; however, the net market value for these derivative hedges were in a net asset position, and accordingly, we were not required to post any collateral as of such date.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 17. Commitments and Contingencies

Ship Purchase Obligations

Our future capital commitments consist primarily of new ship orders. As of December 31, 2022, we had one Oasis-class ship and three ships of a new generation, known as our Icon-class, on order for our Royal Caribbean International brand with an aggregate capacity of approximately 22,500 berths. As of December 31, 2022, we had one Edge-class ship on order for our Celebrity brand with an aggregate capacity of approximately 3,250 berths. Additionally as of December 31, 2022, we had two ships on order with an aggregate capacity of approximately 1,460 berths for our Silversea Cruises brand. The following provides further information on recent developments with respect to our ship orders.

In September 2019, Silversea Cruises entered into two credit agreements, guaranteed by us, for the unsecured financing of the first and second Evolution-class ships for an amount of up to 80% of each ship's contract price through facilities to be guaranteed 95% by Euler Hermes, the official export credit agency of Germany. The maximum loan amount under each facility is not to exceed the United States dollar equivalent of €351.6 million in the case of the first Evolution-class ship and €359.0 million in the case of the second Evolution-class ship, or approximately $375.0 million and $382.9 million, respectively, based on the exchange rate at December 31, 2022. Each loan, once funded, will amortize semi-annually and will mature 12 years following the delivery of each ship. At our election, interest on each loan will accrue either (1) at a fixed rate of 4.14% and 4.18%, respectively (inclusive of the applicable margin) or (2) at a floating rate equal to LIBOR plus 0.79% and 0.83%, respectively. The first and second Evolution-class ships will each have a capacity of approximately 730 berths. In September 2021, we amended the credit agreements for the first and second Evolution-class ships to increase their maximum loan amounts by €175.6 million on an aggregate basis, or approximately $187.3 million based on the exchange rate at December 31, 2022. At our election, interest on incremental portion of each loan will accrue either (1) at a fixed rate of 4.34% and 4.38%, respectively (inclusive of the applicable margin) or (2) at a floating rate equal to LIBOR plus 0.99% and 1.03%, respectively.

In December 2019, we entered into a credit agreement for the unsecured financing of the sixth Oasis-class ship for up to 80% of the ship’s contract price through a facility to be guaranteed 100% by BpiFrance Assurance Export, the official export credit agency of France. 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. 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, 2022. The loan will amortize semi-annually and will mature 12 years following delivery of the ship. Interest on the loan will accrue at a fixed rate of 3.00% (inclusive of margin). The sixth Oasis-class ship 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. Finnvera plc, the official export credit agency of Finland, has agreed to guarantee 95% of the substantial majority of the financing, with a smaller portion of the financing to be 95% guaranteed by Euler Hermes. The maximum loan amount under the facility is not to exceed the United States dollar equivalent of €1.4 billion, or approximately $1.5 billion based on the exchange rate at December 31, 2022. The loan, once funded, will amortize semi-annually and will mature 12 years following the delivery of the ship. Approximately 60% of the loan will accrue interest at a fixed rate of 3.29%. The balance of the loan will accrue interest at a floating rate of LIBOR plus 0.85%. The third Icon-class ship will have a capacity of approximately 5,600 berths

During 2017, we entered into credit agreements for the unsecured financing of the first two Icon-class ships for up to 80% of each ship’s contract price. For each ship, Finnvera plc, has agreed to guarantee 100% of a substantial majority of the financing to the lenders, with a smaller portion of the financing to be 95% guaranteed by Euler Hermes. The maximum loan amount under each facility is not to exceed €1.4 billion, or approximately $1.5 billion, based on the exchange rate at December 31, 2022. Interest on approximately 75% of each loan will accrue at a fixed rate of 3.56% and 3.76% for the first and the second Icon-class ships, respectively, and the balance will accrue interest at a floating rate ranging from LIBOR plus 1.10% to 1.15% and LIBOR plus 1.15% to 1.20% for the first and the second Icon-class ships, respectively. Each loan will amortize semi-annually and will mature 12 years following delivery of each ship. The first and second Icon-class ships will each have a capacity of approximately 5,600 berths.

During 2017, we entered into credit agreements for the unsecured financing of the fourth Edge-class ship for up to 80% of the ship’s contract price through facilities to be guaranteed 100% by Bpifrance Assurance Export. Under these financing arrangements, we have the right, but not the obligation, to satisfy the obligations to be incurred upon delivery and acceptance of the ship under the shipbuilding contract by assuming, at delivery and acceptance, the debt indirectly incurred by the shipbuilder during the construction of the ship. The maximum loan amount under the facility is not to exceed the United States dollar

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

equivalent of €714.6 million or approximately $762.2 million based on the exchange rate at December 31, 2022. The loan will amortize semi-annually and will mature 12 years following delivery of the ship. Interest on the loan will accrue at a fixed rate of 3.18%. The fourth Edge-class ships will have a capacity of approximately 3,250 berths.

Our future capital commitments consist primarily of new ship orders. As of December 31, 2022, the dates that ships on order by our Global and Partner Brands are expected to be delivered, subject to change in the event of construction delays, and their approximate berths are as follows:

ShipShipyardExpected to be deliveredApproximate Berths
Royal Caribbean International —
Oasis-class:
Utopia of the SeasChantiers de l’Atlantique2nd Quarter 20245,700
Icon-class:
Icon of the SeasMeyer Turku Oy4th Quarter 20235,600
UnnamedMeyer Turku Oy2nd Quarter 20255,600
UnnamedMeyer Turku Oy2nd Quarter 20265,600
Celebrity Cruises —
Edge-class:
Celebrity AscentChantiers de l’Atlantique4th Quarter 20233,250
Silversea Cruises —
Evolution-class:
Silver NovaMeyer Werft2nd Quarter 2023730
Silver RayMeyer Werft2nd Quarter 2024730
TUI Cruises (50% joint venture) —
Mein Schiff 7Meyer Turku Oy2nd Quarter 20242,900
UnnamedFincantieri4th Quarter 20244,100
UnnamedFincantieri2nd Quarter 20264,100
Total Berths38,310

In addition, as of December 31, 2022, we have an agreement in place with Chantiers de l’Atlantique to build an additional Edge-class ship for delivery in 2025, which is contingent upon completion of conditions precedent and financing.

As of December 31, 2022, the aggregate cost of our ships on order, presented in the above table, not including any ships on order by our Partner Brands, was approximately $9.8 billion, of which we had deposited $831.6 million. Approximately 52.3% of the aggregate cost was exposed to fluctuations in the Euro exchange rate at December 31, 2022. Refer to Note 16. Fair Value Measurements and Derivative Instruments for further information.

Litigation

As previously reported, two lawsuits were filed against us in August 2019 in the U.S. District Court for the Southern District of Florida (the "Court") under Title III of the Cuban Liberty and Democratic Solidarity Act, also known as the Helms-Burton Act. The complaint filed by Havana Docks Corporation ("Havana Docks Action") alleges it holds an interest in the Havana Cruise Port Terminal, and the complaint filed by Javier Garcia-Bengochea (the "Port of Santiago Action") alleges that he holds an interest in the Port of Santiago, Cuba, both of which were expropriated by the Cuban government. The complaints further allege that we trafficked in those properties by embarking and disembarking passengers at these facilities. The plaintiffs seek all available statutory remedies, including the value of the expropriated property, plus interest, treble damages, attorneys’ fees and costs.

The Court dismissed the Port of Santiago Action with prejudice on the basis that the plaintiff acquired his interest in the Port of Santiago after the enactment of the Helms-Burton Act. In November 2022, the United States Court of Appeals for the 11th Circuit affirmed the Court's dismissal of the lawsuit.

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ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In the Havana Docks Action, the Court entered final judgment in December 2022 in favor of the plaintiff and awarded damages and attorneys' fees to the plaintiff in the aggregate amount of approximately $112 million. We have appealed the judgment to the United States Court of Appeals for the 11th Circuit and the plaintiff has cross-appealed with regards to the interest calculation used for purposes of determining damages. We believe we have meritorious grounds for and intend to vigorously pursue our appeal. During the fourth quarter of 2022, we recorded a charge of approximately $130.0 million to Other (expense) income within our consolidated statements of comprehensive loss related to the Havana Docks Action, including post-judgment interest and related legal defense costs and bonding fees.

In addition, we are routinely involved in claims typical within the cruise vacation industry. The majority of these claims are covered by insurance. 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.

Other

Some of the contracts that we enter into include indemnification provisions that obligate us to make payments to the counterparty if certain events occur. These contingencies generally relate to changes in taxes, increased lender capital costs and other similar costs. The indemnification clauses are often standard contractual terms and are entered into in the normal course of business. There are no stated or notional amounts included in the indemnification clauses and we are not able to estimate the maximum potential amount of future payments, if any, under these indemnification clauses. We have not been required to make any payments under such indemnification clauses in the past and, under current circumstances, we do not believe an indemnification in any material amount is probable.

If any person acquires ownership of more than 50% of our common stock or, subject to certain exceptions, during any 24-month period, a majority of our board of directors is no longer comprised of individuals who were members of our board of directors on the first day of such period, we may be obligated to prepay indebtedness outstanding under our credit facilities, which we may be unable to replace on similar terms. Our public debt securities also contain change of control provisions that would be triggered by a third-party acquisition of greater than 50% of our common stock coupled with a ratings downgrade. If this were to occur, it would have an adverse impact on our liquidity and operations.

At December 31, 2022, we have future commitments to pay for our usage of certain port facilities, marine consumables, services and maintenance contracts as follows (in thousands):

Year
2023$187,855
2024101,324
202596,798
202655,872
202752,883
Thereafter455,858
$950,590

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