filings.toolsItem 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 21, 2024
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 21, 2024.
| /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 | ||
| * | ||
| Michael O. Leavitt 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 | ||
| * | ||
| Rebecca Yeung Director | ||
| *By: | /s/ NAFTALI HOLTZ | ||||
| Naftali Holtz, as Attorney-in-Fact |
ROYAL CARIBBEAN CRUISES LTD.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1
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, 2023 and 2022, and the related consolidated statements of comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 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, 2023, 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.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (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.
F-2
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 matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Impairment Assessments – Silversea Cruises Reporting Unit Goodwill and Trade Name
As described in Notes 2, 4 and 5 to the consolidated financial statements, as of December 31, 2023 the Company’s consolidated goodwill balance was $809 million and the goodwill associated with the Silversea Cruises reporting unit was $509 million. The Company’s consolidated indefinite-life intangible assets balance was $321 million which primarily relates to the Silversea Cruises trade name. Management reviews goodwill and indefinite-life intangible assets for impairment annually or, when events or circumstances dictate, more frequently. The quantitative impairment assessment consists of a comparison of the fair value of the reporting unit or asset with its carrying value. Fair value is estimated by management using a probability weighted discounted cash flow model in combination with a market-based valuation approach for reporting units and a relief-from-royalty method for trade names. Management’s principal assumptions for the impairment assessments consisted of forecasted revenues per available passenger cruise day, occupancy rates from existing vessels, vessel operating expenses, terminal growth rate, royalty rate, and weighted average cost of capital (i.e., discount rate).
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 of the Silversea Cruises reporting unit and trade name; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to forecasted revenues per available passenger cruise day, occupancy rates from existing vessels, terminal growth rates, and discount rates for the goodwill and trade name impairment assessments, vessel operating expenses for the goodwill impairment assessment and the royalty rate for the trade name impairment assessment; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
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 probability weighted discounted cash flow model and relief-from-royalty method used by management; (iii) testing the completeness and accuracy of underlying data used in the probability weighted discounted cash flow model and relief-from-royalty method; and (iv) evaluating the reasonableness of the significant assumptions used by management related to forecasted revenues per available passenger cruise day, occupancy rates from existing vessels, terminal growth rates, and discount rates for the goodwill and trade name impairment assessments, vessel operating expenses for the goodwill impairment assessment, and the royalty rate for the trade name impairment assessment. Evaluating management’s assumptions related to forecasted revenues per available passenger cruise day, occupancy rates from existing vessels, vessel operating expenses and terminal growth 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 evaluating (i) the appropriateness of the probability weighted discounted cash flow model and relief-from-royalty method and (ii) the reasonableness of the discount rate and royalty rate assumptions.
/s/ PricewaterhouseCoopers LLP
Miami, Florida
February 21, 2024
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.
F-3
ROYAL CARIBBEAN CRUISES LTD.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions, except per share data)
| Year Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Passenger ticket revenues | $ | 9,568 | $ | 5,793 | $ | 941 | |||||||||||
| Onboard and other revenues | 4,332 | 3,047 | 591 | ||||||||||||||
| Total revenues | 13,900 | 8,840 | 1,532 | ||||||||||||||
| Cruise operating expenses: | |||||||||||||||||
| Commissions, transportation and other | 2,001 | 1,357 | 208 | ||||||||||||||
| Onboard and other | 809 | 597 | 117 | ||||||||||||||
| Payroll and related | 1,197 | 1,288 | 838 | ||||||||||||||
| Food | 819 | 653 | 164 | ||||||||||||||
| Fuel | 1,150 | 1,073 | 385 | ||||||||||||||
| Other operating | 1,799 | 1,648 | 1,027 | ||||||||||||||
| Total cruise operating expenses | 7,775 | 6,616 | 2,739 | ||||||||||||||
| Marketing, selling and administrative expenses | 1,792 | 1,583 | 1,370 | ||||||||||||||
| Depreciation and amortization expenses | 1,455 | 1,407 | 1,293 | ||||||||||||||
| Operating Income (Loss) | 2,878 | (766) | (3,870) | ||||||||||||||
| Other income (expense): | |||||||||||||||||
| Interest income | 36 | 36 | 17 | ||||||||||||||
| Interest expense, net of interest capitalized | (1,402) | (1,364) | (1,292) | ||||||||||||||
| Equity investment income (loss) | 200 | 57 | (135) | ||||||||||||||
| Other (expense) income (1) | (8) | (119) | 20 | ||||||||||||||
| (1,174) | (1,390) | (1,390) | |||||||||||||||
| Net Income (Loss) | 1,704 | (2,156) | (5,260) | ||||||||||||||
| Less: Net Income attributable to noncontrolling interest | 7 | — | — | ||||||||||||||
| Net Income (Loss) attributable to Royal Caribbean Cruises Ltd. | $ | 1,697 | $ | (2,156) | $ | (5,260) | |||||||||||
| Earnings (Loss) per Share: | |||||||||||||||||
| Basic | $ | 6.63 | $ | (8.45) | $ | (20.89) | |||||||||||
| Diluted | $ | 6.31 | $ | (8.45) | $ | (20.89) | |||||||||||
| Comprehensive Income (Loss) | |||||||||||||||||
| Net Income (Loss) | $ | 1,704 | $ | (2,156) | $ | (5,260) | |||||||||||
| Other comprehensive income (loss): | |||||||||||||||||
| Foreign currency translation adjustments | (9) | 10 | 16 | ||||||||||||||
| Change in defined benefit plans | 6 | 49 | 9 | ||||||||||||||
| (Loss) Gain on cash flow derivative hedges | (27) | 8 | 4 | ||||||||||||||
| Total other comprehensive (loss) income | (30) | 67 | 29 | ||||||||||||||
| Comprehensive Income (Loss) | $ | 1,674 | $ | (2,089) | $ | (5,231) | |||||||||||
| Less: Comprehensive Income attributable to noncontrolling interest | 7 | — | — | ||||||||||||||
| Comprehensive Income (Loss) attributable to Royal Caribbean Cruises Ltd. | $ | 1,667 | $ | (2,089) | $ | (5,231) |
(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.
F-4
ROYAL CARIBBEAN CRUISES LTD.
CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
| As of December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 497 | $ | 1,935 | |||||||
| Trade and other receivables, net of allowances of $6.6 and $11.6 at December 31, 2023 and December 31, 2022, respectively | 405 | 531 | |||||||||
| Inventories | 248 | 224 | |||||||||
| Prepaid expenses and other assets | 617 | 456 | |||||||||
| Derivative financial instruments | 25 | 59 | |||||||||
| Total current assets | 1,792 | 3,205 | |||||||||
| Property and equipment, net | 30,114 | 27,546 | |||||||||
| Operating lease right-of-use assets | 611 | 538 | |||||||||
| Goodwill | 809 | 809 | |||||||||
| Other assets, net of allowances of $42.7 and $71.6 at December 31, 2023 and December 31, 2022, respectively | 1,805 | 1,678 | |||||||||
| Total assets | $ | 35,131 | $ | 33,776 | |||||||
| Liabilities and shareholders' equity | |||||||||||
| Current liabilities | |||||||||||
| Current portion of long-term debt | $ | 1,720 | $ | 2,088 | |||||||
| Current portion of operating lease liabilities | 65 | 80 | |||||||||
| Accounts payable | 792 | 647 | |||||||||
| Accrued expenses and other liabilities | 1,478 | 1,459 | |||||||||
| Derivative financial instruments | 35 | 131 | |||||||||
| Customer deposits | 5,311 | 4,168 | |||||||||
| Total current liabilities | 9,401 | 8,573 | |||||||||
| Long-term debt | 19,732 | 21,303 | |||||||||
| Long-term operating lease liabilities | 613 | 523 | |||||||||
| Other long-term liabilities | 486 | 508 | |||||||||
| Total liabilities | 30,232 | 30,907 | |||||||||
| 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; 284,672,386 and 283,257,102 shares issued, December 31, 2023 and December 31, 2022, respectively) | 3 | 3 | |||||||||
| Paid-in capital | 7,474 | 7,285 | |||||||||
| Accumulated deficit | (10) | (1,707) | |||||||||
| Accumulated other comprehensive loss | (674) | (644) | |||||||||
| Treasury stock (28,248,125 and 28,018,385 common shares at cost, December 31, 2023 and December 31, 2022, respectively) | (2,069) | (2,068) | |||||||||
| Total shareholders’ equity attributable to Royal Caribbean Cruises Ltd | 4,724 | 2,869 | |||||||||
| Noncontrolling Interest | 175 | — | |||||||||
| Total shareholders' equity | 4,899 | 2,869 | |||||||||
| Total liabilities and shareholders’ equity | $ | 35,131 | $ | 33,776 |
The accompanying notes are an integral part of these consolidated financial statements.
F-5
ROYAL CARIBBEAN CRUISES LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Year Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Operating Activities | |||||||||||||||||
| Net Income (Loss) | $ | 1,704 | $ | (2,156) | $ | (5,260) | |||||||||||
| Adjustments: | |||||||||||||||||
| Depreciation and amortization | 1,455 | 1,407 | 1,293 | ||||||||||||||
| Net deferred income tax benefit | (8) | (22) | (43) | ||||||||||||||
| (Gain) Loss on derivative instruments not designated as hedges | (19) | 100 | (1) | ||||||||||||||
| Share-based compensation expense | 126 | 36 | 64 | ||||||||||||||
| Equity investment (income) loss | (200) | (57) | 135 | ||||||||||||||
| Amortization of debt issuance costs, discounts and premiums | 109 | 163 | 249 | ||||||||||||||
| Loss on extinguishment of debt | 121 | 94 | 139 | ||||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||
| Decrease (increase) in trade and other receivables, net | 99 | (234) | (182) | ||||||||||||||
| Increase in inventories | (24) | (74) | (35) | ||||||||||||||
| Increase in prepaid expenses and other assets | (184) | (153) | (152) | ||||||||||||||
| Increase in accounts payable | 124 | 75 | 189 | ||||||||||||||
| Increase in accrued expenses and other liabilities | 13 | 352 | 233 | ||||||||||||||
| Increase in customer deposits | 1,143 | 1,007 | 1,427 | ||||||||||||||
| Other, net | 18 | (57) | 66 | ||||||||||||||
| Net cash provided by (used in) operating activities | 4,477 | 481 | (1,878) | ||||||||||||||
| Investing Activities | |||||||||||||||||
| Purchases of property and equipment | (3,897) | (2,710) | (2,230) | ||||||||||||||
| Cash received on settlement of derivative financial instruments | 35 | 53 | 44 | ||||||||||||||
| Cash paid on settlement of derivative financial instruments | (86) | (356) | (74) | ||||||||||||||
| Investments in and loans to unconsolidated affiliates | (31) | — | (70) | ||||||||||||||
| Cash received on loans to unconsolidated affiliates | 40 | 19 | 31 | ||||||||||||||
| Proceeds from the sale of property and equipment and other assets | 13 | — | 176 | ||||||||||||||
| Other, net | 3 | 7 | (22) | ||||||||||||||
| Net cash used in investing activities | (3,923) | (2,987) | (2,145) | ||||||||||||||
| Financing Activities | |||||||||||||||||
| Debt proceeds | 7,641 | 9,787 | 4,468 | ||||||||||||||
| Debt issuance costs | (194) | (252) | (202) | ||||||||||||||
| Repayments of debt | (9,566) | (7,729) | (2,297) | ||||||||||||||
| Premium on repayment of debt | (80) | (49) | (135) | ||||||||||||||
| Repayments of commercial paper notes | — | — | (415) | ||||||||||||||
| Proceeds from common stock issuances | — | — | 1,622 | ||||||||||||||
| Proceeds from sale of noncontrolling interest | 209 | — | — | ||||||||||||||
| Other, net | (3) | (16) | — | ||||||||||||||
| Net cash (used in) provided by financing activities | (1,993) | 1,741 | 3,041 |
The accompanying notes are an integral part of these consolidated financial statements.
F-6
ROYAL CARIBBEAN CRUISES LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
| Year Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Effect of exchange rate changes on cash | 1 | (2) | — | ||||||||||||||
| Net decrease in cash and cash equivalents | (1,438) | (767) | (982) | ||||||||||||||
| Cash and cash equivalents at beginning of year | 1,935 | 2,702 | 3,684 | ||||||||||||||
| Cash and cash equivalents at end of year | $ | 497 | $ | 1,935 | $ | 2,702 | |||||||||||
| Supplemental Disclosures | |||||||||||||||||
| Cash paid during the year for: | |||||||||||||||||
| Interest, net of amount capitalized | $ | 1,442 | $ | 960 | $ | 834 | |||||||||||
| Non-Cash Investing Activities | |||||||||||||||||
| Notes receivable issued upon sale of property and equipment and other assets | $ | — | $ | — | $ | 16 | |||||||||||
| Purchases of property and equipment included in accounts payable and accrued expenses and other liabilities | $ | 50 | $ | 34 | $ | 14 | |||||||||||
| Acquisition of property and equipment from assumed debt | $ | — | $ | 277 | $ | — | |||||||||||
| Non-Cash Financing Activities | |||||||||||||||||
| Debt related to acquisition of property and equipment | $ | — | $ | 277 | $ | — |
The accompanying notes are an integral part of these consolidated financial statements.
F-7
ROYAL CARIBBEAN CRUISES LTD.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
| Common Stock | Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Noncontrolling Interest | Total Shareholders' Equity | |||||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||||||||
| Balances at January 1, 2021 | $ | 3 | $ | 5,999 | $ | 5,563 | $ | (740) | $ | (2,064) | $ | — | $ | 8,761 | |||||||||||||||||||||||||||
| Activity related to employee stock plans | — | 63 | — | — | — | — | 63 | ||||||||||||||||||||||||||||||||||
| Common stock issuance | — | 1,496 | — | — | — | — | 1,496 | ||||||||||||||||||||||||||||||||||
| Changes related to cash flow derivative hedges | — | — | — | 4 | — | — | 4 | ||||||||||||||||||||||||||||||||||
| Change in defined benefit plans | — | — | — | 9 | — | — | 9 | ||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | 16 | — | — | 16 | ||||||||||||||||||||||||||||||||||
| Purchases of treasury stock | — | — | — | — | (2) | — | (2) | ||||||||||||||||||||||||||||||||||
| Net Loss attributable to Royal Caribbean Cruises Ltd. | — | — | (5,260) | — | — | — | (5,260) | ||||||||||||||||||||||||||||||||||
| Balances at December 31, 2021 | $ | 3 | $ | 7,558 | $ | 303 | $ | (711) | $ | (2,066) | $ | — | $ | 5,087 | |||||||||||||||||||||||||||
| Activity related to employee stock plans | — | 35 | — | — | — | — | 35 | ||||||||||||||||||||||||||||||||||
| Cumulative effect of adoption of Accounting Standards Update 2020-06 | — | (308) | 146 | — | — | — | (162) | ||||||||||||||||||||||||||||||||||
| Changes related to cash flow derivative hedges | — | — | — | 8 | — | — | 8 | ||||||||||||||||||||||||||||||||||
| Change in defined benefit plans | — | — | — | 49 | — | — | 49 | ||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | 10 | — | — | 10 | ||||||||||||||||||||||||||||||||||
| Purchases of treasury stock | — | — | — | — | (2) | — | (2) | ||||||||||||||||||||||||||||||||||
| Net Loss attributable to Royal Caribbean Cruises Ltd. | — | — | (2,156) | — | — | — | (2,156) | ||||||||||||||||||||||||||||||||||
| Balances at December 31, 2022 | $ | 3 | $ | 7,285 | $ | (1,707) | $ | (644) | $ | (2,068) | $ | — | $ | 2,869 | |||||||||||||||||||||||||||
| Activity related to employee stock plans | — | 130 | — | — | — | — | 130 | ||||||||||||||||||||||||||||||||||
| Convertible notes settlements | — | 13 | — | — | — | — | 13 | ||||||||||||||||||||||||||||||||||
| Changes related to cash flow derivative hedges | — | — | — | (27) | — | — | (27) | ||||||||||||||||||||||||||||||||||
| Change in defined benefit plans | — | — | — | 6 | — | — | 6 | ||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | (9) | — | — | (9) | ||||||||||||||||||||||||||||||||||
| Purchases of treasury stock | — | — | — | — | (1) | — | (1) | ||||||||||||||||||||||||||||||||||
| Sale of noncontrolling interests | — | 46 | — | — | — | 174 | 220 | ||||||||||||||||||||||||||||||||||
| Net Income attributable to Noncontrolling interests | — | — | — | — | — | 7 | 7 | ||||||||||||||||||||||||||||||||||
| Dividends from noncontrolling interests | — | — | — | — | — | (6) | (6) | ||||||||||||||||||||||||||||||||||
| Net Income attributable to Royal Caribbean Cruises Ltd. | — | — | 1,697 | — | — | — | 1,697 | ||||||||||||||||||||||||||||||||||
| Balances at December 31, 2023 | $ | 3 | $ | 7,474 | $ | (10) | $ | (674) | $ | (2,069) | $ | 175 | $ | 4,899 |
The accompanying notes are an integral part of these consolidated financial statements.
F-8
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 fleet of 64 ships as of December 31, 2023. Our ships offer a selection of worldwide itineraries that call on more than 1,000 destinations in over 120 countries on all seven continents.
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. The Company has changed its presentation from thousands to millions and, as a result, any necessary rounding adjustments have been made to prior period disclosed amounts.
All significant intercompany accounts and transactions are eliminated in consolidation. 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. Investments and Other Assets for further information regarding our variable interest entities. For affiliates we do not control but over which we have significant influence on financial and operating policies, usually evidenced by a direct ownership interest from 20% to 50%, the investment is accounted for using the equity method.
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 2021.
Prior to October 1, 2021, we consolidated the operating results of Silversea Cruises on a three-month reporting lag to allow for more timely preparation of our consolidated financial statements. 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 (expense) income 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*.
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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 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, environmental regulations, long-term cruise and vacation market conditions and historical useful lives of similarly-built ships. In addition, we take into consideration our estimates of the weighted-average useful lives of the ships' major component systems, such as hull, superstructure, main electric, engines and cabins. 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 | |||||
| Ships | generally, 30-35 | ||||
| Ship improvements | 3-25 | ||||
| Buildings and improvements | 10-40 | ||||
| Computer hardware and software | 3-10 | ||||
| Transportation equipment and other | 3-30 | ||||
| Leasehold improvements | Shorter 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.
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
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a period of thirty to sixty months based on the vessel's age as required by Class. Deferred drydock costs consist of the costs to drydock the vessel and other costs incurred which are necessary to maintain the vessel's Class certification. Class certification is necessary in order for our cruise ships to be flagged in a specific country, obtain liability insurance and legally operate as passenger cruise ships. 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 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 a probability weighted discounted cash flow model including numerous uncertainties which require our significant judgment when making assumptions of expected revenues, operating costs, interest rates, ship additions and retirements as well as regarding the cruise vacation industry's competitive environment and general economic and business conditions. The principal assumptions used in the probability weighted discounted cash flow model for our 2023 impairment assessment consisted of: (i) forecasted revenues per available passenger cruise day, (ii) occupancy rates from existing vessels, (iii) vessel operating expenses, (iv) terminal growth rate, and (v) weighted average cost of capital (i.e., discount rate). The probability weighted discounted cash flow model uses the most current projected operating results for the upcoming fiscal year as a base. We discount the probability weighted projected cash flows using rates specific to the reporting unit based on its weighted-average cost of capital. If the fair value of the reporting unit exceeds its carrying value, no write-down of goodwill is required. 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 probability weighted discounted cash flow model and various valuation methods depending on the nature of the intangible asset, such as the relief-from-royalty method for trademarks and trade names. The principal assumptions used in the probability weighted discounted cash flow model for our 2023 impairment assessment consisted of: (i) forecasted revenues per available passenger cruise day, (ii) occupancy rates from existing vessels, (iii) terminal growth rate; (iv) royalty rate; 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
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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.
Media advertising was $379 million, $380 million and $303 million, and brochure, production and direct mail costs were $127 million, $129 million and $89 million for the years ended December 31, 2023, 2022 and 2021, respectively.
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 our consolidated statements of cash flows. In the event that hedge accounting is discontinued, cash flows subsequent to the date of discontinuance are classified within investing activities. Cash flows from derivative instruments not designated as hedging instruments are classified as investing activities.
We consider the classification of the underlying hedged item’s cash flows in determining the classification for the designated derivative instrument’s cash flows in our consolidated statements of cash flows. We classify derivative instrument cash flows from hedges of benchmark interest rate or hedges of fuel expense as operating activities due to the nature of the
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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. 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. 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.
Earnings (Loss) Per Share
Basic Earnings (Loss) per share is computed by dividing Net Income (Loss) attributable to Royal Caribbean Cruises Ltd. by the weighted-average number of shares of common stock outstanding during each period. Diluted Earnings (Loss) per share incorporates the incremental shares issuable upon the assumed conversion of potentially dilutive securities. Effective January 1, 2022, we use the if-converted method to calculate the impact of our convertible notes that may be settled in cash or shares. To the extent dilutive, shares related to our convertible notes are assumed to be converted into common stock at the beginning of the reporting period, and we add back the interest expense to the numerator. If we have a net loss for the period, all potentially dilutive securities will be considered antidilutive, resulting in the same basic and diluted net loss per share amounts for those periods.
Stock-Based Employee Compensation
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.
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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 adoption of this guidance did not have a material impact to our consolidated financial statements based on the change in reference rate from LIBOR to Term SOFR, with the transition being completed during the year ended December 31, 2023.
In August 2020, the FASB issued ASU No. 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 $162 million increase to debt, primarily as a result of the reversal of the remaining non-cash convertible debt discount, as well as a reduction of $308 million to additional paid in capital, which resulted in a cumulative effect on adoption of approximately $146 million to increase retained earnings.
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. We adopted ASU No. 2022-04 effective January 1, 2023. The adoption did not have a material impact to our consolidated financial statements and related disclosures.
Recent Accounting Pronouncements
In August 2023, the FASB issued ASU No. 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. This ASU provides guidance requiring a joint venture to initially measure all contributions received upon its formation at fair value. The guidance is intended to provide users of joint venture financial statements with more decision-useful information. This ASU is effective for joint venture entities with a formation date on or after January 1, 2025 on a prospective basis. Early adoption is permitted, and joint ventures formed prior to the adoption date may elect to apply the new guidance retrospectively back to their original formation date. We are currently evaluating the impact of the new guidance on our consolidated financial statements.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU requires enhanced disclosures about significant segment expenses and other segment items and requires companies to disclose all annual disclosures about segments in interim periods. This ASU also requires public entities with a single reportable segment to provide all the disclosures required by the amendments in this ASU and all existing segment disclosures in Topic 280. The amendments in this ASU are intended to improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the amendments should be applied retrospectively to all periods presented. We are currently evaluating the impact of the new guidance on our consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The new guidance is intended to enhance the transparency and decision usefulness of income tax disclosures,
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primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. This ASU is effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption and retrospective application is permitted. We are currently evaluating the impact of the new guidance on our consolidated financial statements and related disclosures.
Reclassifications
For the year ended December 31, 2023, we no longer separately present Impairments and Credit losses in our consolidated statements of comprehensive income (loss). As a result, amounts presented in prior periods were reclassified to Other Operating to conform to the current year presentation.
For the year ended December 31, 2023, we no longer separately present Accrued interest in our consolidated balance sheets. As a result, amounts presented in prior periods were reclassified to Accrued expenses and other liabilities to conform to the current year presentation.
For the year ended December 31, 2023, we no longer separately present Amortization of debt discounts and premiums; Increase (decrease) in accrued interest; and Impairments and Credit losses in our cash flows from Operating Activities within our consolidated statements of cash flows. As a result, amounts presented in prior periods were reclassified to Amortization of debt issuance costs, discounts and premiums; Increase in accrued expenses and other liabilities; and Other, net, respectively, within Operating Activities to conform to the current year presentation.
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 income (loss). Our performance obligation under these contracts is to provide a cruise vacation in exchange for the ticket price. We receive payment before we satisfy this performance obligation and recognize revenue over the duration of each cruise, which generally ranges from two to 24 nights.
Passenger ticket revenues include charges to our guests for port costs that vary with passenger head counts. 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 $896 million, $639 million and $105 million for the years ended December 31, 2023, 2022 and 2021, 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 millions):
| Year Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Revenues by itinerary | |||||||||||||||||
| North America(1) | $ | 8,707 | $ | 5,716 | $ | 1,040 | |||||||||||
| Asia/Pacific | 993 | 372 | 128 | ||||||||||||||
| Europe | 2,685 | 1,754 | 180 | ||||||||||||||
| Other Regions(2) | 847 | 540 | 78 | ||||||||||||||
| Total revenues by itinerary | 13,232 | 8,382 | 1,426 | ||||||||||||||
| Other revenues(3) | 668 | 458 | 106 | ||||||||||||||
| Total revenues | $ | 13,900 | $ | 8,840 | $ | 1,532 |
(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, casino operations, pre- and post-cruise tours and fees for operating certain port facilities. Amounts also include revenues related to procurement and management related services we perform on behalf of our unconsolidated affiliates. Refer to Note 7. Investments and Other Assets for more information on our unconsolidated affiliates.
Passenger ticket revenues are attributed to geographic areas based on where the reservation originates. For the years ended December 31, 2023, 2022 and 2021, our guests were sourced from the following areas:
| Year Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Passenger ticket revenues: | |||||||||||||||||
| United States | 74 | % | 75 | % | 76 | % | |||||||||||
| All other countries (1) | 26 | % | 25 | % | 24 | % |
(1) No other individual country's revenue exceeded 10% for the years ended December 31, 2023, 2022 and 2021.
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 $2.6 billion and $1.8 billion as of December 31, 2023 and December 31, 2022, respectively.
During the COVID-19 pandemic we provided flexibility to guests with bookings on sailings that were cancelled by allowing guests to receive future cruise credits (“FCC”). As of December 31, 2023, our customer deposit balance includes $371 million of unredeemed FCCs. Our FCCs are not refundable and do not have expiration dates. Based upon our analysis of historical redemption experience, we believe a portion of our FCCs are not probable of being used in future periods. Based on our current estimates, we recognized an immaterial amount of FCC breakage revenue during the year ended December 31, 2023. We will continue to monitor changes in redemption behavior and estimate and record revenue associated with breakage when the likelihood of the customer exercising their remaining rights becomes remote.
Contract Receivables and Contract Assets
Although we generally require full payment from our customers prior to their cruise, we grant credit terms to a relatively small portion of our revenue sourced in select markets outside of the United States. As a result, we have outstanding receivables
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from passenger cruise contracts in those markets. We also have receivables from credit card merchants for cruise ticket purchases and goods and services sold to guests during cruises that are collected before, during or shortly after the cruise voyage. In addition, we have receivables due from concessionaires onboard our vessels. 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. As of December 31, 2023, none of our credit card processors required us to maintain a reserve.
We have contract assets that are conditional rights to consideration for satisfying the construction services performance obligations under a service concession arrangement. As of December 31, 2023 and 2022, our contract assets were $167 million and $168 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 and prepaid credit and debit card fees are an incremental cost of obtaining contracts with customers that we recognize as an asset and include within Prepaid expenses and other assets in our consolidated balance sheets. Prepaid travel advisor commissions and prepaid credit and debit card fees were $257 million and $178 million as of December 31, 2023 and 2022, respectively. Our prepaid travel advisor commissions and prepaid credit and debit card fees are recognized at the time of revenue recognition or at the time of voyage cancellation, and are reported primarily within Commissions, transportation and other in our consolidated statements of comprehensive income (loss).
Note 4**. Goodwill**
As of November 30, 2023, we performed our annual goodwill impairment review and determined there was no impairment of goodwill for the Silversea Cruises and Royal Caribbean International reporting units.
The principal assumptions used in the discounted cash flow analyses that support our Silversea Cruises and Royal Caribbean International reporting unit goodwill impairment assessment consisted of:
-
Forecasted revenues per available passenger cruise day;
-
Occupancy rates from existing vessels;
-
Vessel operating expenses;
-
Terminal growth rate; and
-
Weighted average cost of capital (i.e., discount rate)
In respect to the Silversea Cruises reporting unit, we determined the fair value of the Silversea Cruises reporting unit exceeded its carrying value by approximately 63%, as of November 30, 2023. We did not perform interim impairment evaluations during the quarters ended March 31, 2023, June 30, 2023, and September 30, 2023 as no triggering events were identified. We used a probability weighted discounted cash flow model in combination with a market-based valuation approach for the Silversea reporting unit. This requires the use of assumptions (described above) that are subject to risk and uncertainties.
In respect to the Royal Caribbean Reporting unit, we determined the fair value of the Royal Caribbean International reporting unit exceeded its carrying value by more than 100% as of November 30, 2023. We did not perform interim impairment evaluations during the quarters ended March 31, 2023, June 30, 2023, and September 30, 2023 as no triggering events were identified. This requires the use of assumptions (described above) that are subject to risk and uncertainties.
The carrying value of goodwill attributable to our Royal Caribbean International, Celebrity Cruises, and Silversea Cruises reporting units during the years ended December 31, 2023 and 2022 were as follows (in millions):
| Royal Caribbean International | Celebrity Cruises | Silversea Cruises | Total | ||||||||||||||||||||
| Balance at December 31, 2022 | $ | 296 | $ | 4 | $ | 509 | $ | 809 | |||||||||||||||
| Balance at December 31, 2023 | $ | 296 | $ | 4 | $ | 509 | $ | 809 |
F-17
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Accumulated impairment losses to the carrying value of goodwill attributable to our reporting units were $576 million as of December 31, 2023 and December 31, 2022.
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, 2023, we performed our annual trade name impairment review and determined no impairment losses existed at the date of this annual assessment for this indefinite-life intangible asset. We determined the fair value of the Silversea Cruises trade name exceeded its carrying value by approximately 62% at the date of this annual assessment. We did not perform interim impairment evaluations during the quarters ended March 31, 2023, June 30, 2023, and September 30, 2023 as no triggering events were identified.
The determination of our trade name fair values using a probability weighted discounted cash flow model and various valuation methods depending on the nature of the intangible asset, such as the relief-from-royalty method, requires the use of assumptions that are subject to risk and uncertainties. The principal assumptions used in the discounted cash flow analyses that support the Silversea Cruises trade name impairment assessment consisted of:
-
Forecasted revenues per available passenger cruise day;
-
Occupancy rates from existing vessels;
-
Terminal growth rate;
-
Royalty rate; and
-
Weighted average cost of capital (i.e., discount rate).
The following is a summary of our intangible assets as of December 31, 2023 (in millions, except weighted average amortization period):
| As of December 31, 2023 | ||||||||||||||||||||||||||||||||
| Remaining Weighted Average Amortization Period (Years) | Gross Carrying Value | Accumulated Amortization | Accumulated Impairment Losses | Net Carrying Value | ||||||||||||||||||||||||||||
| Finite-life intangible assets: | ||||||||||||||||||||||||||||||||
| Customer relationships | 9.6 | $ | 97 | $ | 35 | $ | — | $ | 62 | |||||||||||||||||||||||
| Galapagos operating license | 20.6 | 48 | 13 | — | 35 | |||||||||||||||||||||||||||
| Total finite-life intangible assets | 145 | 48 | — | 97 | ||||||||||||||||||||||||||||
| Indefinite-life intangible assets (1) | 352 | — | 31 | 321 | ||||||||||||||||||||||||||||
| Total intangible assets, net | $ | 497 | $ | 48 | $ | 31 | $ | 418 |
(1) Primarily relates to the Silversea Cruises trade name representing approximately $318.7 million.
The following is a summary of our intangible assets as of December 31, 2022 (in millions, except weighted average amortization period):
F-18
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| As of December 31, 2022 | |||||||||||||||||||||||||||||
| Remaining Weighted Average Amortization Period (Years) | Gross Carrying Value | Accumulated Amortization | Accumulated Impairment Losses | Net Carrying Value | |||||||||||||||||||||||||
| Finite-life intangible assets: | |||||||||||||||||||||||||||||
| Customer relationships | 10.6 | $ | 97 | $ | 29 | $ | — | $ | 68 | ||||||||||||||||||||
| Galapagos operating license | 21.6 | 48 | 11 | — | 37 | ||||||||||||||||||||||||
| Total finite-life intangible assets | 145 | 40 | — | 105 | |||||||||||||||||||||||||
| Indefinite-life intangible assets (1) | 352 | — | 31 | 321 | |||||||||||||||||||||||||
| Total intangible assets, net | $ | 497 | $ | 40 | $ | 31 | $ | 426 |
(1) Primarily relates to the Silversea Cruises trade name representing approximately $319 million.
The estimated future amortization for finite-life intangible assets for each of the next five years is $8 million.
Note 6**. Property and Equipment**
Property and equipment consists of the following (in millions):
| As of December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Ships | $ | 36,255 | $ | 34,344 | |||||||
| Ship improvements | 2,259 | 2,367 | |||||||||
| Ships under construction | 3,052 | 1,061 | |||||||||
| Land, buildings and improvements, including leasehold improvements and port facilities | 763 | 772 | |||||||||
| Computer hardware and software, transportation equipment and other | 1,595 | 1,531 | |||||||||
| Total property and equipment | 43,924 | 40,075 | |||||||||
| Less—accumulated depreciation and amortization | (13,810) | (12,529) | |||||||||
| $ | 30,114 | $ | 27,546 |
Ships under construction include progress payments for the construction of new ships as well as planning, design, capitalized interest and other associated costs. We capitalized interest costs of $99 million, $64 million, and $59 million for the years ended December 31, 2023, 2022 and 2021, respectively.
In June 2023, we took delivery of Silver Nova. In November 2023, we took delivery of Celebrity Ascent and Icon of the Seas. In our consolidated statement of cash flows for the year ended December 31, 2023, the acceptance of the ships and satisfaction of our obligations under the shipbuilding contract were classified as outflows and constructive disbursements within Investing Activities while the amounts novated and effectively advanced from our lenders under our previously committed financing arrangements were classified as inflows and constructive receipts within Financing Activities.
In January and April 2022, we took delivery of Wonder of the Seas and Celebrity Beyond, respectively*.* In July 2022, we purchased the Silver Endeavour for our Silversea Cruises brand for $277 million, including transaction fees. The ship entered service during the fourth quarter of 2022. Refer to Note 8*. Debt* for further information on our ship financings.
Long-lived Assets impairments
During the years ended December 31, 2023 and 2022, there were no material impairment charges recognized. Any impairment charges recognized on Long-lived Assets used in our operations are generally reported within Other operating in our consolidated statements of comprehensive income (loss).
F-19
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 7**. Investments and Other Assets**
A Variable Interest Entity ("VIE") is an entity in which the equity investors have not provided enough equity to finance the entity's activities or the equity investors (1) cannot directly or indirectly make decisions about the entity's activities through their voting rights or similar rights; (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.
Effective March 31, 2023, we closed on the partnership agreement with iCON Infrastructure Partners VI, L.P. ("iCON"). This partnership will own, develop, and manage cruise terminal facilities and infrastructure in key ports of call, initially including several development projects in Italy and Spain. As part of the transaction with iCON we also agreed to sell 80% of the entity which owns our terminal at PortMiami. Refer below to equity method investments and controlled subsidiaries for further information on the transaction. In addition, the partnership will pursue additional port infrastructure developments, including future plans to own, develop, and manage an infrastructure project in the U.S. Virgin Islands.
Unconsolidated investments ("equity method investments")
We have determined that TUI Cruises GmbH ("TUIC"), our 50%-owned joint venture, which operates the brands TUI Cruises and Hapag-Lloyd Cruises, is a VIE. 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.
As of December 31, 2023, the net book value of our investment in TUIC was $657 million, primarily consisting of $566 million in equity and a loan of €71 million, or approximately $79 million, based on the exchange rate at December 31, 2023. As of December 31, 2022, the net book value of our investment in TUIC was $466 million, primarily consisting of $361 million in equity and a loan of €87 million, or approximately $93 million, based on the exchange rate at December 31, 2022. 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.
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 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.
During the second half of 2023, we formed a 50%-owned joint venture with the other 40% shareholder of Grand Bahama to operate Floating Docks S. DE RL. (“Floating Docks”). Floating Docks will construct two floating drydocks, with delivery dates expected in 2025 and 2026, that will be leased to Grand Bahama and allow it to service the entire range of cruise ships in operation and under construction, as well as much of the world’s commercial shipping fleet. We and our joint venture partner have each guaranteed 50% of certain installment payments payable by Floating Docks under the drydock and related construction contracts, which are contingent on the achievement of certain construction milestones, bringing our total payment guarantees to $46 million as of December 31, 2023. Our investment in Floating Docks, including loans, is immaterial to our consolidated financial statements as of December 31, 2023.
F-20
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
We have determined that Floating Docks is a VIE. We have determined that we are not the primary beneficiary of Floating Docks since we believe that the power to direct the activities that most significantly impact Floating Docks' economic performance is shared between ourselves and our joint venture partner. All the significant operating and financial decisions of Floating Docks require the consent of both parties which we believe creates shared power over Floating Docks. Accordingly, we do not consolidate this entity and account for this investment under the equity method of accounting.
As part of the transaction with iCON, we sold our controlling interest in two Italian entities for an immaterial amount of net proceeds and recognized an immaterial gain on the sale. At closing, we have determined that the partnership and both Italian entities are VIE's. These entities in Italy represent development projects to own, develop, and manage cruise terminal facilities in key ports of call. We have determined that we are not the primary beneficiary for either of these entities as we do not have the power to direct the activities that most significantly impact the economic performance. Accordingly, we do not consolidate these entities.
The following tables set forth information regarding our investments accounted for under the equity method of accounting, including the entities discussed above (in millions):
| Year ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Share of equity income (loss) from investments | $ | 200 | $ | 57 | $ | (135) | ||||||||||||||
| Dividends received (1) | $ | 11 | $ | 1 | $ | — |
(1) Represents dividends received net of tax withholdings.
| As of December 31, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| Total notes receivable due from equity investments | $ | 105 | $ | 101 | ||||||||||
| Less-current portion (1) | 19 | 18 | ||||||||||||
| Long-term portion (2) | $ | 86 | $ | 83 |
(1) Included within Trade and other receivables, net in our consolidated balance sheets.
(2) Included within Other assets in our consolidated balance sheets.
F-21
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 millions):
| As of December 31, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| Current assets | $ | 528 | $ | 658 | ||||||||||
| Non-current assets | 5,264 | 4,838 | ||||||||||||
| Total assets | $ | 5,792 | $ | 5,496 | ||||||||||
| Current liabilities | $ | 1,464 | $ | 1,145 | ||||||||||
| Non- current liabilities | 2,907 | 3,381 | ||||||||||||
| Total liabilities | $ | 4,371 | $ | 4,526 | ||||||||||
| Year ended December 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Total revenues | $ | 2,328 | $ | 1,539 | $ | 679 | ||||||||||||||
| Total expenses | (1,857) | (1,416) | (897) | |||||||||||||||||
| Net income (loss) | $ | 471 | $ | 123 | $ | (218) |
Consolidated investments ("controlled subsidiaries")
As part of the transaction with iCON, we sold an 80% interest in the entity which owns our terminal at PortMiami for $208.9 million and retained a 20% minority interest, effective March 31, 2023. We also sold a noncontrolling interest in another entity which is developing a port project in Spain for an immaterial amount. We have determined that both of these entities are VIEs, and we are the primary beneficiary as we have the power to direct the activities that most significantly impact the facility’s economic performance. Accordingly, we will continue to consolidate both entities. The cash consideration received for the sale of the PortMiami terminal company, net of transaction costs, was allocated between paid in capital and noncontrolling interest using the net book value of our investment in the PortMiami terminal, as presented in the statement of shareholders' equity.
Other Assets
Credit Losses
We reviewed our receivables for credit losses in connection with the preparation of our financial statements for the year ended December 31, 2023. 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 as of December 31, 2023, primarily relates to credit losses recognized on notes receivable for the previous sale of certain property and equipment of $43 million which were originated in 2015 and 2020.
The following table summarizes our credit loss allowance related to receivables (in millions):
| Credit Loss Allowance | ||||||||||||||||||||
| Balance at January 1, 2022 | $ | 100 | ||||||||||||||||||
| Credit loss (recovery), net | (10) | |||||||||||||||||||
| Write-offs | (7) | |||||||||||||||||||
| Balance at December 31, 2022 | 83 | |||||||||||||||||||
| Credit loss (recovery), net | (12) | |||||||||||||||||||
| Write-offs | (22) | |||||||||||||||||||
| Balance at December 31, 2023 | $ | 49 |
F-22
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 8**. Debt**
Debt consists of the following (in millions):
| As of December 31, | ||||||||||||||||||||||||||
| Interest Rate(1) | Maturities Through | 2023 | 2022 | |||||||||||||||||||||||
| Fixed rate debt: | ||||||||||||||||||||||||||
| Unsecured senior notes | 3.70% - 11.63% | 2026 - 2030 | $ | 7,899 | $ | 7,199 | ||||||||||||||||||||
| Secured senior notes | 8.25% | 2029 | 1,000 | 2,371 | ||||||||||||||||||||||
| Unsecured term loans | 1.28% - 5.89% | 2027 - 2035 | 6,569 | 4,561 | ||||||||||||||||||||||
| Convertible notes | 6.00% | 2025 | 1,150 | 1,725 | ||||||||||||||||||||||
| Total fixed rate debt | 16,618 | 15,856 | ||||||||||||||||||||||||
| Variable rate debt**(2)****:** | ||||||||||||||||||||||||||
| Unsecured revolving credit facilities(3) | 7.25% -7.50% | 2025 - 2028 | 899 | 2,744 | ||||||||||||||||||||||
| USD unsecured term loans | 5.99% - 9.98% | 2024 - 2037 | 3,666 | 4,336 | ||||||||||||||||||||||
| Euro unsecured term loans | 5.26% -6.10% | 2024 - 2026 | 443 | 535 | ||||||||||||||||||||||
| Total variable rate debt | 5,008 | 7,615 | ||||||||||||||||||||||||
| Finance lease liabilities | 369 | 351 | ||||||||||||||||||||||||
| Total debt (4) | 21,995 | 23,822 | ||||||||||||||||||||||||
| Less: unamortized debt issuance costs | (543) | (431) | ||||||||||||||||||||||||
| Total debt, net of unamortized debt issuance costs | 21,452 | 23,391 | ||||||||||||||||||||||||
| Less—current portion | (1,720) | (2,088) | ||||||||||||||||||||||||
| Long-term portion | $ | 19,732 | $ | 21,303 |
(1)Interest rates based on outstanding loan balance as of December 31, 2023, and for variable rate debt, includes either EURIBOR or Term SOFR plus the applicable margin.
(2)During the year ended December 31, 2023, we completed our transition from LIBOR to Term SOFR rates for all of our variable rate facilities, with such transition having taken effect at the interest reset date for each such facility.
(3)Advances under our unsecured revolving credit facilities accrue interest at Term SOFR plus a 0.10% credit adjustment spread plus an interest rate margin primarily at 1.80%. Based on applicable Term SOFR rates, as of December 31, 2023, the maximum interest rate under the unsecured credit facilities was 7.50%. We also pay a facility fee primarily at 0.20% of the total commitments under such facility.
(4)At December 31, 2023 and 2022, the weighted average interest rate for total debt was 6.06% and 6.23%, respectively.
Unsecured Revolving Credit Facilities
In January 2023, we amended and extended the majority of our two unsecured revolving credit facilities. The amendment extended the maturities of $2.3 billion of the $3.0 billion aggregate revolving capacity by one year to April 2025, with the remainder maturing in April 2024. In October 2023, we refinanced both unsecured revolving credit facilities as well as the $502 million unsecured term loan scheduled to fully mature in October 2024, bringing our aggregate revolving credit capacity to $3.5 billion. As of December 31, 2023, $1.7 billion of the commitments are scheduled to mature in October 2026, $1.7 billion of the commitments are scheduled to mature in October 2028, and the remaining $97 million of commitments are scheduled to mature in April 2025. As of December 31, 2023, we had undrawn capacity of $2.6 billion under our unsecured revolving credit facilities.
Convertible Notes
In June 2023, our remaining $350 million of the 4.25% Convertible Senior Notes matured. The notes were settled using a combination of $338 million in cash, and the issuance of approximately 374,000 shares of common stock. The issuance of equity increased additional paid in capital by an immaterial amount.
F-23
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In November 2023, our remaining $225 million of the 2.875% Convertible Senior Notes matured. The notes were settled using a combination of $225 million in cash and the issuance of approximately 147,000 shares of common stock. The issuance of equity increased additional paid in capital by an immaterial amount.
2023 Debt financing transactions
In February 2023, we issued $700 million aggregate principal amount of 7.25% senior guaranteed notes due January 2030 ("7.25% Priority Guaranteed Notes"). Upon closing, we terminated our commitment for the $700 million 364-day term loan facility. In addition, the remaining $350 million backstop committed financing was also terminated upon closing, which resulted in an immaterial loss on extinguishment of debt.
In June 2023, we took delivery of Silver Nova. To finance the delivery, we borrowed a total of $503 million under the committed financing agreement, resulting in an unsecured term loan which is 95% guaranteed by Euler Hermes. The unsecured loan amortizes semi-annually over 12 years and bears interest at a fixed rate of 4.21% per annum.
During 2023, we repaid the remaining $1.4 billion of our 11.50% secured senior notes due June 2025, which resulted in a total loss on extinguishment of debt of $105 million that was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the year ended December 31, 2023.
In October 2023, in connection with the revolving credit facilities refinancing described above, we paid the remaining $502 million of the $0.6 billion unsecured term loan due October 2023 which was previously amended in September 2022 to extend the maturity date of advances under the facilities held by consenting lenders by 12 months to October 2024. The payment resulted in an immaterial loss on extinguishment of debt recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the year ended December 31, 2023.
In November 2023, we took delivery of Celebrity Ascent. To finance the delivery, we borrowed a total of $844 million under the committed financing agreement, resulting in an unsecured term loan which is 100% guaranteed by Bpifrance Assurance Export. The unsecured loan amortizes semi-annually over 12 years. The majority of the loan bears interest at a fixed rate of 3.18% per annum and a portion of the loan bears interest at a floating rate equal to Term SOFR plus a margin of 1.45%. Based on applicable Term SOFR rates, as of December 31, 2023, the unsecured term loan weighted average interest rate was 3.33%.
In November 2023, we took delivery of Icon of the Seas. To finance the delivery, we borrowed a total of $1.8 billion under the committed financing agreement, resulting in an unsecured term loan which is primarily guaranteed 100% by Finnvera plc and the remaining smaller portion guaranteed 95% by Euler Hermes. The unsecured loan amortizes semi-annually over 12 years. The majority of the loan bears interest at a fixed rate of 3.56% per annum and a portion of the loan bears interest at a floating rate equal to Term SOFR plus a margin of 1.53% - 1.58%. Based on applicable Term SOFR rates, as of December 31, 2023, the unsecured term loan weighted average interest rate was 4.76%.
2022 Debt financing transactions
In January 2022, we issued $1.0 billion of senior notes (the "January 2022 Unsecured Notes") due in 2027 for net proceeds of approximately $990 million. 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 $0.8 billion and $0.7 billion based on the exchange rate at December 31, 2023 and 2022, respectively, under a credit agreement novated to us upon delivery of the ship in April 2022, resulting in an unsecured term loan which is 100% guaranteed by BpiFAE. The unsecured loan amortizes semi-annually over 12 years and bears interest at a fixed rate of 1.28% per annum.
In July 2022, we purchased Silver Endeavour for our Silversea Cruises brand. To finance the purchase, we assumed $277 million of debt, which is 95% guaranteed by Euler Hermes Aktiengesellschaft (“Hermes”), the official export credit
F-24
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
agency of Germany. The loan amortizes semi-annually over 13 years starting in July 2024 and bears interest at a floating rate equal to Term SOFR plus a margin of 1.25%. The loan will mature in July 2037.
In August 2022, we issued $1.15 billion of convertible senior notes which accrue interest at 6.00% and mature in August 2025. 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 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 (which were settled in November 2023 as described above) in privately negotiated transactions. The $1.15 billion repayment resulted in a total loss on the extinguishment of debt of $12.8 million, which was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive loss for the year ended December 31, 2022.
In August 2022, we issued $1.25 billion of senior unsecured notes which accrue interest at 11.625% that mature in August 2027. The net proceeds of the offering of $1.23 billion were used to repay debt that matured in 2022, including the $650 million 5.25% unsecured senior notes due November 2022, which resulted in an immaterial loss on extinguishment of debt.
In October 2022, we issued $1.0 billion aggregate principal amount of 9.250% senior guaranteed notes due 2029 (the "9.25% Priority Guaranteed Notes") and $1.0 billion aggregate principal amount of 8.250% senior secured notes due 2029 (the "8.25% Secured Notes" and together with the 11.5% Secured Notes, the "Secured Notes"), both callable in April 2025. We used the combined net proceeds, of the respective offerings, together with cash on hand, to fund the redemption, including call premiums, fees and expenses, of our outstanding 9.125% senior priority guaranteed notes due 2023 and 10.875% senior secured notes due 2023, which resulted in a total loss on extinguishment of debt of $77 million, which was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive loss for the year ended December 31, 2022.
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, 2023, 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, discounts and premiums in our consolidated statements of cash flows. Prior to the loan being drawn, we present these fees within Other assets in our consolidated balance sheets. 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 revolving credit facilities, the majority of our term loans, and certain of our credit card processing agreements, contain covenants that require us, among other things, to maintain a fixed charge coverage ratio, limit our net debt-to-capital ratio, maintain minimum liquidity, and under certain facilities, to maintain a minimum stockholders' equity. As of December 31, 2023, our credit facility amendments require us to prepay outstanding deferred amounts of $910 million, if we elect to pay dividends or complete share repurchases. As of December 31, 2023, we were in compliance with our debt covenants and we estimate we will be in compliance for the next twelve months.
The net carrying value of the 6.00% convertible notes was as follows:
| (in millions) | As of December 31, 2023 | As of December 31, 2022 | ||||||||||||
| Principal | $ | 1,150 | $ | 1,725 | ||||||||||
| Less: Unamortized debt issuance costs | 13 | 24 | ||||||||||||
| $ | 1,137 | $ | 1,701 |
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ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The interest expense recognized related to the 6.00% convertible notes was as follows:
| (in millions) | As of December 31, 2023 | As of December 31, 2022 | ||||||||||||
| Contractual interest expense | $ | 69 | $ | 76 | ||||||||||
| Amortization of debt issuance costs | 8 | 16 | ||||||||||||
| $ | 77 | $ | 92 |
Following is a schedule of annual maturities on our total debt including finance leases, as of December 31, 2023 for each of the next five years (in millions):
| Year | As of December 31, 2023 (1) | ||||
| 2024 | $ | 1,722 | |||
| 2025 | 2,650 | ||||
| 2026 | 3,406 | ||||
| 2027 | 3,763 | ||||
| 2028 | 3,489 | ||||
| Thereafter | 6,965 | ||||
| $ | 21,995 |
(1) Debt denominated in other currencies is calculated based on the applicable exchange rate at December 31, 2023.
Note 9**. Leases**
Operating leases
Our operating leases primarily relate to preferred berthing arrangements, real estate, and shipboard equipment which 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, 2023 and 2022. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term. Our operating leases included the operating lease for Silver Explorer which expired in the fourth quarter of 2023 and the ship was returned to the lessor.
In November 2023 we executed a modification to our preferred berthing agreement with Miami-Dade County ("County") to extend the expiration from 2027 to 2042, inclusive of development plans for the County to finance the construction of a new and improved cruise Terminal G at PortMiami. The total aggregate amount of the operating lease liabilities recorded for this berthing agreements was $167 million and $79 million as of December 31, 2023 and December 31, 2022, respectively. In addition, there will be future remeasurements as the County completes several construction milestones throughout the term of the extended lease. The most significant of which will be for Terminal G, which will include a remeasurement of the operating lease in 2027 or later, when the County satisfies substantial completion, as the minimum lease payments will increase to approximately $55 million per year, with expected 3% annual increases thereafter.
For some of our real estate leases and berthing agreements, we do have the option to extend our current lease term. For those lease agreements with renewal options, the renewal periods for real estate leases primarily range from one to 10 years and the renewal periods for berthing agreements primarily range from one to 20 years. Generally, we do not include renewal options as a component of our present value calculation for berthing agreements. However, for certain real estate leases, we include them.
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 Term SOFR and U.S. Treasury note rates corresponding to lease terms increased by the Company’s credit risk spread and reduced by the estimated impact of collateral. 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.
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ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Finance leases
Our finance leases primarily relate to buildings and surrounding land located at our Miami headquarters, and our lease for Silver Dawn. Finance leases are included within Property, and Equipment, net, and Long-term debt with the current portion of the liability included within Current portion of long-term debt in our consolidated balance sheets as of December 31, 2023 and 2022.
The Company's master lease agreement (“Master Lease”) with Miami-Dade County related to the buildings and surrounding land located at our Miami headquarters is classified as a finance lease in accordance with ASC 842, Leases. The Master Lease includes two five-year options to extend the lease which we are reasonably certain to exercise. In November 2023 we executed a modification to the Master Lease agreement to extend its expiration from 2076 to 2077 after coming to an agreement with Miami-Dade County on the financing plans to finalize the development of the buildings and land. The modification of the Master Lease did not change the classification of the lease. The total aggregate amount of the finance lease liabilities recorded for this Master Lease was $104 million and $56 million as of December 31, 2023 and December 31, 2022, respectively. The development of the new campus buildings are expected to be completed in 2026, and the lease components will be recorded within our consolidated financial statements upon commencement.
Silversea Cruises operates Silver Dawn under a sale-leaseback agreement with a bargain purchase option at the end of the 15 year lease term. 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 $246 million and $265 million as of December 31, 2023 and December 31, 2022, respectively. The lease payments on the Silver Dawn are subject to adjustments based on the Term SOFR rate.
Supplemental balance sheet information for leases was as follows (in millions):
| As of December 31, 2023 | As of December 31, 2022 | ||||||||||
| Lease assets: | |||||||||||
| Finance lease right-of-use assets, net: | |||||||||||
| Property and equipment, gross | $ | 520 | $ | 669 | |||||||
| Accumulated depreciation | (69) | (124) | |||||||||
| Property and equipment, net | 451 | 545 | |||||||||
| Operating lease right-of-use assets | 611 | 538 | |||||||||
| Total lease assets | $ | 1,062 | $ | 1,083 | |||||||
| Lease liabilities: | |||||||||||
| Finance lease liabilities: | |||||||||||
| Current portion of debt | $ | 26 | $ | 34 | |||||||
| Long-term debt | 343 | 317 | |||||||||
| Total finance lease liabilities | 369 | 351 | |||||||||
| Operating lease liabilities: | |||||||||||
| Current portion of operating lease liabilities | 65 | 80 | |||||||||
| Long-term operating lease liabilities | 613 | 523 | |||||||||
| Total operating lease liabilities | 678 | 603 | |||||||||
| Total lease liabilities | $ | 1,047 | $ | 954 |
The components of lease costs were as follows (in millions):
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ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| Consolidated Statement of Comprehensive Income (Loss) Classification | Year Ended December 31, 2023 | Year Ended December 31, 2022 | Year Ended December 31, 2021 | ||||||||||||||||||||
| Lease costs: | |||||||||||||||||||||||
| Operating lease costs | Commission, transportation and other | $ | 183 | $ | 127 | $ | 19 | ||||||||||||||||
| Operating lease costs | Other operating expenses | 22 | 22 | 23 | |||||||||||||||||||
| Operating lease costs | Marketing, selling and administrative expenses | 21 | 19 | 18 | |||||||||||||||||||
| Finance lease costs: | |||||||||||||||||||||||
| Amortization of right-of-use-assets | Depreciation and amortization expenses | 22 | 24 | 17 | |||||||||||||||||||
| Interest on lease liabilities | Interest expense, net of interest capitalized | 30 | 22 | 3 | |||||||||||||||||||
| Total lease costs | $ | 278 | $ | 214 | $ | 80 |
In addition, certain of our berthing agreements include variable lease costs based on the number of passengers berthed. During the twelve months ended December 31, 2023 and December 31, 2022, we had $85 million and $66 million of variable lease costs recorded within Commission, transportation and other in our consolidated statement of comprehensive income (loss), respectively. These variable lease costs are included within the balances presented above.
The weighted average of the remaining lease terms and weighted average discount rates are as follows:
| As of December 31, 2023 | As of December 31, 2022 | ||||||||||
| Weighted average of the remaining lease term | |||||||||||
| Operating leases | 19.43 | 17.69 | |||||||||
| Finance leases | 23.92 | 19.26 | |||||||||
| Weighted average discount rate | |||||||||||
| Operating leases | 7.53 | % | 6.92 | % | |||||||
| Finance leases | 5.83 | % | 6.43 | % |
Supplemental cash flow information related to leases is as follows (in millions):
| Year Ended December 31, 2023 | Year Ended December 31, 2022 | Year Ended December 31, 2021 | |||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||||||||
| Operating cash flows from operating leases | $ | 178 | $ | 127 | $ | 43 | |||||||||||
| Operating cash flows from finance leases | 30 | 22 | 3 | ||||||||||||||
| Financing cash flows from finance leases | $ | 31 | $ | 48 | $ | 24 |
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ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of December 31, 2023, maturities related to lease liabilities were as follows (in millions):
| Years | Operating Leases | Finance Leases | |||||||||
| 2024 | $ | 113 | $ | 47 | |||||||
| 2025 | 106 | 45 | |||||||||
| 2026 | 96 | 39 | |||||||||
| 2027 | 76 | 38 | |||||||||
| 2028 | 69 | 37 | |||||||||
| Thereafter | 1,030 | 683 | |||||||||
| Total lease payments | 1,490 | 889 | |||||||||
| Less: Interest | (812) | (520) | |||||||||
| Present value of lease liabilities | $ | 678 | $ | 369 |
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 a reduction of $162 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
We did not declare any dividends during the years ended December 31, 2023, December 31, 2022, and December 31, 2021. We were previously restricted under certain of our credit facilities from paying dividends while waivers to the financial covenants within such facilities were in effect. While the waivers have now expired, in the event we declare a dividend, we will need to repay the principal amounts deferred under our export credit facilities.
Noncontrolling Interests
Effective March 31, 2023, we closed the partnership with iCON. We sold 80% of the entity which owns our terminal at PortMiami for $208.9 million and retained a 20% minority interest. The cash consideration received, net of transaction costs, was allocated between paid-in capital and noncontrolling interest in the accompanying consolidated statement of shareholders' equity for the year ended December 31, 2023. Refer to Note 7. Investments and Other Assets for further information on the transaction.
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. Restricted stock units outstanding as of December 31, 2023, generally vest in equal installments over three or four years from the date of grant. In addition, performance shares and performance share units generally vest in three years. With certain limited exceptions, awards are
F-29
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
forfeited if the recipient ceases to be an employee before the shares vest. We have not issued stock options since 2016, and all stock options have been exercised as of December 31, 2021. As a result, no Stock option expense has been recognized for the years ended December 31, 2023, 2022 and 2021.
Our officers receive their long-term incentive awards through a combination of performance share units and restricted stock units. 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 2023, we issued a target number of 314,197 performance share units, which will vest approximately three years following the award issue date. The performance payout of these grants will be based on return on the Company's invested capital ("ROIC"), earnings per share ("EPS"), EBITDA per APCD, and Carbon Intensity Reduction for the year ended December 31, 2023, to December 31, 2025, as may be adjusted by the Talent and Compensation Committee of our board of directors in early 2026 for events that are outside of management's control.
Our senior officers meeting certain minimum age and service criteria receive their long-term incentive awards through a combination of restricted stock awards and restricted stock units. 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 2023, we issued 354,822 restricted stock awards, representing 300% 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 2023 awards will be based on the Company's ROIC, EPS, EBITDA per APCD, and Carbon Intensity Reduction for the year ended December 31, 2024, as may be adjusted by the Talent and Compensation Committee of our board of directors in early 2025 for events that are outside of management's control.
We also provide an Employee Stock Purchase Plan ("ESPP") to facilitate the purchase by employees of up to 2,800,000 shares of common stock in the aggregate. 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, 2023, 2022 and 2021, 151,989, 171,279 and 136,480 shares of our common stock were purchased under the ESPP at a weighted-average price of $71.23, $44.01 and $70.95, respectively.
Total compensation expense recognized for employee stock-based compensation for the years ended December 31, 2023, 2022 and 2021 was as follows (in millions):
| Employee Stock-Based Compensation | |||||||||||||||||
| Classification of expense | 2023 | 2022 | 2021 | ||||||||||||||
| Marketing, selling and administrative expenses | $ | 126 | $ | 36 | $ | 64 | |||||||||||
| Total compensation expense | $ | 126 | $ | 36 | $ | 64 |
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:
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ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| Restricted Stock Units Activity | Number of Awards | Weighted- Average Grant Date Fair Value | |||||||||
| Non-vested share units as of January 1, 2023 | 983,073 | $ | 80.58 | ||||||||
| Granted | 622,754 | 75.26 | |||||||||
| Vested | (441,418) | 83.04 | |||||||||
| Canceled | (57,651) | 78.49 | |||||||||
| Non-vested share units as of December 31, 2023 | 1,106,758 | $ | 76.72 |
The weighted-average estimated fair value of restricted stock units granted during the years ended December 31, 2022 and 2021 was $72.21 and $85.08, respectively. The total fair value of shares released on the vesting of restricted stock units during the years ended December 31, 2023, 2022 and 2021 was $33 million, $30 million, and $36 million, respectively. As of December 31, 2023, we had $38 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 0.91 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 Activity | Number of Awards | Weighted- Average Grant Date Fair Value | |||||||||
| Non-vested share units as of January 1, 2023 | 553,047 | $ | 85.93 | ||||||||
| Granted | 314,197 | 73.96 | |||||||||
| Vested | (95,701) | 97.11 | |||||||||
| Canceled | (98,408) | 87.07 | |||||||||
| Non-vested share units as of December 31, 2023 | 673,135 | $ | 78.59 |
The weighted-average estimated fair value of performance share units granted during the years ended December 31, 2022 and 2021 was $79.80 and $84.83, respectively. The total fair value of shares released on the vesting of performance share units during the years ended December 31, 2023, 2022 and 2021 was $7 million, $5 million and $6 million, respectively. As of December 31, 2023, we had $34 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 1.31 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:
F-31
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| Restricted Stock Awards Activity | Number of Awards | Weighted- Average Grant Date Fair Value | |||||||||
| Non-vested share units as of January 1, 2023 | 773,966 | $ | 92.28 | ||||||||
| Granted | 354,822 | 74.59 | |||||||||
| Vested | (47,611) | 110.21 | |||||||||
| Canceled | (213,313) | 110.21 | |||||||||
| Non-vested share units as of December 31, 2023 | 867,864 | $ | 79.65 |
The weighted-average estimated fair value of restricted stock awards granted during the years ended December 31, 2022 and 2021 was $79.80 and $84.83, respectively. As of December 31, 2023, we had $3 million of total unrecognized compensation expense, net of estimated forfeitures, related to restricted stock award grants, which will be recognized over the weighted-average period of 1.17 years.
Note 12**. Earnings (Loss) Per Share**
A reconciliation between basic and diluted Earnings (Loss) per share is as follows (in millions, except per share data):
| Year Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Net Income (loss) attributable to Royal Caribbean Cruises Ltd. for basic and diluted loss per share | $ | 1,697 | $ | (2,156) | $ | (5,260) | |||||||||||
| Add convertible notes interest | 88 | — | — | ||||||||||||||
| Net Income (Loss) attributable to Royal Caribbean Cruises Ltd. for diluted earnings (loss) per share | 1,785 | (2,156) | (5,260) | ||||||||||||||
| Weighted-average common shares outstanding | 256 | 255 | 252 | ||||||||||||||
| Dilutive effect of stock-based awards | 1 | — | — | ||||||||||||||
| Diluted effect of convertible notes | 26 | — | — | ||||||||||||||
| Diluted weighted-average shares outstanding | 283 | 255 | 252 | ||||||||||||||
| Basic earnings (loss) per share | $ | 6.63 | $ | (8.45) | $ | (20.89) | |||||||||||
| Diluted earnings (loss) per share | $ | 6.31 | $ | (8.45) | $ | (20.89) |
Effective January 1, 2022, we use the if-converted method to calculate the dilutive impact of our convertible notes that may be settled in cash or shares. In 2021, the dilutive impact was determined using the treasury stock method. There were no antidilutive shares for year ended December 31, 2023, compared to 31,027,815 and 504,250 antidilutive shares from our stock-based awards and convertible notes for the years ended December 31, 2022 and 2021, respectively.
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 $21 million, $20 million and $18 million for the years ended December 31, 2023, 2022 and 2021, 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.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Additionally, one of our ship-operating subsidiaries is subject to tax under the tonnage tax regime of the United Kingdom. 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, 2023, we had an income tax expense of approximately $6 million primarily driven by income tax from our non-US operations and items not qualifying under Section 883. For the years ended December 31, 2022 and 2021 we had an income tax expense of approximately $4 million and an income tax benefit of approximately $45 million, respectively for items not qualifying under Section 883, tonnage tax and income taxes for the remainder of our subsidiaries. Income taxes are recorded within Other (expense) income. In addition, all interest expense and penalties related to income tax liabilities are classified as income tax expense within Other (expense) income.
For a majority of our subsidiaries, we do not expect to incur income taxes on future distributions of undistributed earnings. 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, 2023, the Company had deferred tax assets for U.S. and foreign net operating losses (“NOLs”) of approximately $57 million. We have provided a valuation allowance for approximately $19 million of these NOLs, of which $8 million of the NOLs deferred tax assets relate to NOLs which are subject to expiration between 2024 and 2042.
Our deferred tax assets and deferred tax liabilities and corresponding valuation allowances related to our operations were not material as of December 31, 2023 and 2022.
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, 2023, 2022 and 2021 (in millions):
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ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| Changes related to cash flow derivative hedges | Changes in defined benefit plans | Foreign currency translation adjustments | Accumulated other comprehensive (loss) income | |||||||||||||||||||||||
| Accumulated comprehensive loss at January 1, 2021 | $ | (651) | $ | (66) | $ | (23) | $ | (740) | ||||||||||||||||||
| Other comprehensive (loss) income before reclassifications | (17) | 5 | 16 | 4 | ||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | 21 | 4 | — | 25 | ||||||||||||||||||||||
| Net current-period other comprehensive income | 4 | 9 | 16 | 29 | ||||||||||||||||||||||
| Accumulated comprehensive loss at January 1, 2022 | (647) | (57) | (7) | (711) | ||||||||||||||||||||||
| Other comprehensive income before reclassifications | 171 | 46 | 10 | 227 | ||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | (163) | 3 | — | (160) | ||||||||||||||||||||||
| Net current-period other comprehensive income | 8 | 49 | 10 | 67 | ||||||||||||||||||||||
| Accumulated comprehensive loss at January 1, 2023 | (639) | (8) | 3 | (644) | ||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | 3 | 6 | (9) | — | ||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | (30) | — | — | (30) | ||||||||||||||||||||||
| Net current-period other comprehensive (loss) income | (27) | 6 | (9) | (30) | ||||||||||||||||||||||
| Accumulated comprehensive loss at December 31, 2023 | $ | (666) | $ | (2) | $ | (6) | $ | (674) |
The following table presents reclassifications out of accumulated other comprehensive loss for the years ended December 31, 2023, 2022 and 2021 (in millions):
| Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into (Loss) Income | ||||||||||||||||||||||||||
| Details about Accumulated Other Comprehensive Loss Components | Year Ended December 31, 2023 | Year Ended December 31, 2022 | Year Ended December 31, 2021 | Affected Line Item in Statements of Comprehensive Income (Loss) | ||||||||||||||||||||||
| Gain (loss) on cash flow derivative hedges: | ||||||||||||||||||||||||||
| Interest rate swaps | $ | 49 | $ | (12) | $ | (44) | Interest expense, net of interest capitalized | |||||||||||||||||||
| Foreign currency forward contracts | (18) | (17) | (15) | Depreciation and amortization expenses | ||||||||||||||||||||||
| Foreign currency forward contracts | (10) | (3) | (3) | Other (expense) income | ||||||||||||||||||||||
| Fuel swaps | — | — | — | Other (expense) income | ||||||||||||||||||||||
| Fuel swaps | 9 | 195 | 41 | Fuel | ||||||||||||||||||||||
| 30 | 163 | (21) | ||||||||||||||||||||||||
| Amortization of defined benefit plans: | ||||||||||||||||||||||||||
| Actuarial loss | — | (3) | (4) | Payroll and related | ||||||||||||||||||||||
| Total reclassifications for the period | $ | 30 | $ | 160 | $ | (25) |
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ROYAL CARIBBEAN CRUISES LTD.
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 millions):
| Fair Value Measurements at December 31, 2023 | Fair Value Measurements at December 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Total Carrying Amount | Total Fair Value | Level 1**(1)** | Level 2**(2)** | Level 3**(3)** | Total Carrying Amount | Total Fair Value | Level 1**(1)** | Level 2**(2)** | Level 3**(3)** | |||||||||||||||||||||||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents(4) | $ | 497 | $ | 497 | $ | 497 | $ | — | $ | — | $ | 1,935 | $ | 1,935 | $ | 1,935 | $ | — | $ | — | |||||||||||||||||||||||||||||||||||||||
| Total Assets | $ | 497 | $ | 497 | $ | 497 | $ | — | $ | — | $ | 1,935 | $ | 1,935 | $ | 1,935 | $ | — | $ | — | |||||||||||||||||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Long-term debt (including current portion of long-term debt)(5) | $ | 21,083 | $ | 23,700 | $ | — | $ | 23,700 | $ | — | $ | 23,040 | $ | 22,856 | $ | — | $ | 22,856 | $ | — | |||||||||||||||||||||||||||||||||||||||
| Total Liabilities | $ | 21,083 | $ | 23,700 | $ | — | $ | 23,700 | $ | — | $ | 23,040 | $ | 22,856 | $ | — | $ | 22,856 | $ | — |
(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. We valued our senior notes and convertible notes using a quoted market price, which is considered a Level 2 input as it is observable in the market; however, these instruments have a limited trading volume and as such this fair value estimate is not necessarily indicative of the value at which the instruments could be retired or transferred.
(3)Inputs that are unobservable. The Company did not use any Level 3 inputs as of December 31, 2023 and 2022.
(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, 2023 and 2022.
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 millions):
| Fair Value Measurements at December 31, 2023 | Fair Value Measurements at December 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||
| Description | Total Fair Value | Level 1**(1)** | Level 2**(2)** | Level 3**(3)** | Total Fair Value | Level 1**(1)** | Level 2**(2)** | Level 3**(3)** | |||||||||||||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||||||||||||||||||
| Derivative financial instruments(4) | $ | 144 | $ | — | $ | 144 | $ | — | $ | 204 | $ | — | $ | 204 | $ | — | |||||||||||||||||||||||||||||||
| Total Assets | $ | 144 | $ | — | $ | 144 | $ | — | $ | 204 | $ | — | $ | 204 | $ | — | |||||||||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||||||||||||||||||||
| Derivative financial instruments(4) | $ | 66 | $ | — | $ | 66 | $ | — | $ | 136 | $ | — | $ | 136 | $ | — | |||||||||||||||||||||||||||||||
| Total Liabilities | $ | 66 | $ | — | $ | 66 | $ | — | $ | 136 | $ | — | $ | 136 | $ | — |
F-35
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(1)Inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment. No Level 1 inputs were used in fair value measurements of other financial instruments as of December 31, 2023 and 2022.
(2)Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. 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, 2023 and 2022
(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.
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, 2023 or 2022, 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. There were no material nonfinancial instruments recorded at fair value as of December 31, 2023 and December 31, 2022:
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.
F-36
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table presents information about the Company’s offsetting of financial assets and liabilities under master netting agreements with derivative counterparties (in millions):
| Gross Amounts not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements | ||||||||||||||||||||||||||||||||||||||||||||||||||
| As of December 31, 2023 | As of December 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Gross Amount of Derivative Assets Presented in the Consolidated Balance Sheet | Gross Amount of Eligible Offsetting Recognized Derivative Liabilities | Cash Collateral Received | Net Amount of Derivative Assets | Gross Amount of Derivative Assets Presented in the Consolidated Balance Sheet | Gross Amount of Eligible Offsetting Recognized Derivative Liabilities | Cash Collateral Received | Net Amount of Derivative Assets | |||||||||||||||||||||||||||||||||||||||||||
| Derivatives subject to master netting agreements | $ | 144 | $ | (28) | $ | — | $ | 116 | $ | 204 | $ | (105) | $ | — | $ | 99 | ||||||||||||||||||||||||||||||||||
| Total | $ | 144 | $ | (28) | $ | — | $ | 116 | $ | 204 | $ | (105) | $ | — | $ | 99 | ||||||||||||||||||||||||||||||||||
| Gross Amount of Derivative Liabilities Presented in the Consolidated Balance Sheet | Gross Amount of Eligible Offsetting Recognized Derivative Assets | Cash Collateral Pledged | Net Amount of Derivative Liabilities | Gross Amount of Derivative Liabilities Presented in the Consolidated Balance Sheet | Gross Amount of Eligible Offsetting Recognized Derivative Assets | Cash Collateral Pledged | Net Amount of Derivative Liabilities | |||||||||||||||||||||||||||||||||||||||||||
| Derivatives subject to master netting agreements | $ | (66) | $ | 28 | $ | — | $ | (38) | $ | (136) | $ | 105 | $ | — | $ | (31) | ||||||||||||||||||||||||||||||||||
| Total | $ | (66) | $ | 28 | $ | — | $ | (38) | $ | (136) | $ | 105 | $ | — | $ | (31) |
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, 2023 and December 31, 2022, we had counterparty credit risk exposure under our derivative instruments of $125 million and $103 million, respectively, which was limited to the cost of replacing the contracts in the event of non-performance by the counterparties to the contracts, the majority of which are currently our lending banks. We do not anticipate nonperformance by any of our significant counterparties. 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.
F-37
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
At inception of the hedge relationship, a derivative instrument that hedges the exposure to changes in the fair value of a firm commitment or a recognized asset or liability is designated as a fair value hedge. 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 income (loss) until the underlying hedged transactions are recognized in earnings. The foreign currency transaction gain or loss of our non-derivative financial instruments and the changes in the fair value of derivatives designated as hedges of our net investment in foreign operations and investments are recognized as a component of Accumulated other comprehensive income (loss) along with the associated foreign currency translation adjustment of the foreign operation or investment. In certain hedges of our net investment in foreign operations and investments, we exclude forward points from the assessment of hedge effectiveness and amortize the related amounts directly into earnings.
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.
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, 2023 and 2022, approximately 83.2% and 75.0%, respectively, of our debt was effectively fixed-rate debt, which is net of our interest rate swap agreements. We use interest rate swap agreements to modify our exposure to interest rate movements and to manage our interest expense.
Market risk associated with our fixed-rate debt is the potential increase in fair value resulting from a decrease in interest rates. At December 31, 2023, there were no interest rate swap agreements for fixed-rate debt instruments.
F-38
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
We use interest rate swap agreements that effectively convert a portion of our floating-rate debt to a fixed-rate basis to manage the risk of increasing interest rates. At December 31, 2023, we maintained interest rate swap agreements on the following floating-rate debt instruments:
| Debt Instrument | Swap Notional as of December 31, 2023 (In millions) | Maturity | Debt Floating Rate (3) | All-in Fixed Rate | |||||||||||||||||||||||||
| Celebrity Reflection term loan | $ | 55 | October 2024 | Term SOFR | 0.40% | 2.88% | |||||||||||||||||||||||
| Quantum of the Seas term loan | 184 | October 2026 | Term SOFR | 1.30% | 3.78% | ||||||||||||||||||||||||
| Anthem of the Seas term loan | 211 | April 2027 | Term SOFR | 1.30% | 3.9% | ||||||||||||||||||||||||
| Ovation of the Seas term loan | 311 | April 2028 | Term SOFR | 1.00% | 3.20% | ||||||||||||||||||||||||
| Harmony of the Seas term loan (1) | 287 | May 2028 | EURIBOR plus | 1.15% | 2.26% | ||||||||||||||||||||||||
| Odyssey of the Seas term loan(2) | 345 | October 2032 | Term SOFR | 0.96% | 3.28% | ||||||||||||||||||||||||
| Odyssey of the Seas term loan*(2)* | 173 | October 2032 | Term SOFR | 0.96% | 2.91% | ||||||||||||||||||||||||
| $ | 1,566 |
(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, 2023.
(2) Interest rate swap agreements hedging the term loan of Odyssey of the Seas include Term SOFR zero-floors, Term SOFR with no floors, and Overnight SOFR.
(3) During the year ended December 31, 2023, we completed our transition from LIBOR to Term SOFR rates for all of our Interest rate swap agreements.
These interest rate swap agreements are accounted for as cash flow hedges
The notional amount of interest rate swap agreements related to outstanding debt as of December 31, 2023 and 2022 was $1.6 billion and $1.9 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, 2023, the aggregate cost of our ships on order was $8 billion, of which we had deposited $698 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, 2023 and 2022, approximately 43.5% and 52.3%, respectively, of the aggregate cost of the ships under construction was exposed to fluctuations in the Euro exchange rate. Our foreign currency forward contract agreements are accounted for as cash flow or net investment hedges depending on the designation of the related hedge.
On a regular basis, we enter into foreign currency forward contracts and, from time to time, we utilize cross-currency swap agreements and collar options to minimize the volatility resulting from the remeasurement of net monetary assets and liabilities denominated in a currency other than our functional currency or the functional currencies of our foreign subsidiaries. During the year ended December 31, 2023 and 2022 the average notional amount of foreign currency forward contracts was approximately $1.3 billion and $1.1 billion, respectively.. These instruments are not designated as hedging instruments. For the years ended December 31, 2023, 2022 and 2021, changes in the fair value of the foreign currency forward contracts resulted in gain (losses) of $19 million, $(102) million and $(31) million, respectively, which offset (losses) gains arising from the remeasurement of monetary assets and liabilities denominated in foreign currencies in those same years of $(43) million, $93 million and $24 million, respectively. These amounts were recognized in earnings within Other (expense) income in our consolidated statements of comprehensive income (loss).
The notional amount of outstanding foreign exchange contracts, excluding the forward contracts entered into to minimize remeasurement volatility, as of December 31, 2023 and 2022 was $2.9 billion.
F-39
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Non-Derivative Instruments
We consider our investments in our foreign operations to be denominated in relatively stable currencies and to be of a long-term nature. We address the exposure of our investments in foreign operations by denominating a portion of our debt in our subsidiaries' and investments' functional currencies and designating it as a hedge of these subsidiaries and investments. We had designated debt as a hedge of our net investments primarily in TUI Cruises of €648 million, or approximately $716 million, as of December 31, 2023. As of December 31, 2022, we had designated debt as a hedge of our net investments primarily in TUI Cruises of €433 million, or approximately $462 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.
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. During the year ended December 31, 2023, we discontinued cash flow hedge accounting on certain fuel swap agreements, which resulted in immaterial gain. During the year ended December 31, 2022, we did not discontinue cash flow hedge accounting on any of our fuel swap agreements.
At December 31, 2023, we have hedged the variability in future cash flows for certain forecasted fuel transactions occurring through 2024 and 2026. As of December 31, 2023 and December 31, 2022, we had the following outstanding fuel swap agreements:
| Fuel Swap Agreements | |||||||||||
| As of December 31, 2023 | As of December 31, 2022 | ||||||||||
| (metric tons) | |||||||||||
| Designated as hedges: | |||||||||||
| 2024 | 1,054,501 | 825,651 | |||||||||
| 2025 | 685,400 | — | |||||||||
| 2026 | 44,200 | — | |||||||||
| Fuel Swap Agreements | |||||||||||
| As of December 31, 2023 | As of December 31, 2022 | ||||||||||
| (% hedged) | |||||||||||
| Designated hedges as a % of projected fuel purchases: | |||||||||||
| 2024 | 61 | % | 50 | % | |||||||
| 2025 | 39 | % | — | % | |||||||
| 2026 | 3 | % | — | % | |||||||
At December 31, 2023, there was $21 million of estimated unrealized net loss associated with our cash flow hedges pertaining to fuel swap agreements that is expected to be reclassified to earnings from Accumulated other comprehensive income (loss) within the next twelve months when compared to $8 million of estimated unrealized net loss at December 31, 2022. Reclassification is expected to occur as the result of fuel consumption associated with our hedged forecasted fuel purchases.
F-40
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The fair value and line item caption of derivative instruments recorded within our consolidated balance sheets were as follows (in millions):
| Fair Value of Derivative Instruments | |||||||||||||||||||||||||||||||||||
| Asset Derivatives | Liability Derivatives | ||||||||||||||||||||||||||||||||||
| Balance Sheet Location | As of December 31, 2023 | As of December 31, 2022 | Balance Sheet Location | As of December 31, 2023 | As of December 31, 2022 | ||||||||||||||||||||||||||||||
| Fair Value | Fair Value | Fair Value | Fair Value | ||||||||||||||||||||||||||||||||
| Derivatives designated as hedging instruments under ASC 815-20**(1)** | |||||||||||||||||||||||||||||||||||
| Interest rate swaps | Derivative financial instruments | $ | 1 | $ | — | Derivative financial instruments | $ | — | $ | — | |||||||||||||||||||||||||
| Interest rate swaps | Other assets | 75 | 115 | Other long-term liabilities | — | — | |||||||||||||||||||||||||||||
| Foreign currency forward contracts | Derivative financial instruments | 20 | 19 | Derivative financial instruments | 9 | 85 | |||||||||||||||||||||||||||||
| Foreign currency forward contracts | Other assets | 44 | 26 | Other long-term liabilities | 4 | — | |||||||||||||||||||||||||||||
| Fuel swaps | Derivative financial instruments | 4 | 40 | Derivative financial instruments | 26 | 46 | |||||||||||||||||||||||||||||
| Fuel swaps | Other assets | — | 4 | Other long-term liabilities | 27 | 5 | |||||||||||||||||||||||||||||
| Total derivatives designated as hedging instruments under ASC 815-20 | $ | 144 | $ | 204 | $ | 66 | $ | 136 | |||||||||||||||||||||||||||
(1)Subtopic 815-20 “Hedging-General” under ASC 815.
The carrying value and line item caption of non-derivative instruments designated as hedging instruments recorded within our consolidated balance sheets were as follows (in millions):
| Carrying Value | ||||||||||||||||||||
| Non-derivative instrument designated as hedging instrument under ASC 815-20 | Balance Sheet Location | As of December 31, 2023 | As of December 31, 2022 | |||||||||||||||||
| Foreign currency debt | Current portion of long-term debt | $ | 65 | $ | 62 | |||||||||||||||
| Foreign currency debt | Long-term debt | 523 | 400 | |||||||||||||||||
| $ | 588 | $ | 462 |
The effect of derivative instruments qualifying and designated as hedging instruments and the related hedged items in fair value hedges on the consolidated statements of comprehensive income (loss) was as follows (in millions):
| Location of Gain (Loss) Recognized in Income on Derivative and Hedged Item | Amount of Gain (Loss) Recognized in Income on Derivative | Amount of Gain (Loss) Recognized in Income on Hedged Item | ||||||||||||||||||||||||||||||||||||||||||
| Derivatives and related Hedged Items under ASC 815-20 Fair Value Hedging Relationships | Year Ended December 31, 2023 | Year Ended December 31, 2022 | Year Ended December 31, 2021 | Year Ended December 31, 2023 | Year Ended December 31, 2022 | Year Ended December 31, 2021 | ||||||||||||||||||||||||||||||||||||||
| Interest rate swaps | Interest expense, net of interest capitalized | $ | — | $ | (4) | $ | (1) | $ | — | $ | 5 | $ | 11 | |||||||||||||||||||||||||||||||
| $ | — | $ | (4) | $ | (1) | $ | — | $ | 5 | $ | 11 |
F-41
ROYAL CARIBBEAN CRUISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The effect of derivative instruments qualifying and designated as cash flow hedging instruments on the consolidated financial statements was as follows (in millions):
| Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Income (Loss) on Derivative | ||||||||||||||||||||
| Derivatives under ASC 815-20 Cash Flow Hedging Relationships | Year Ended December 31, 2023 | Year Ended December 31, 2022 | Year Ended December 31, 2021 | |||||||||||||||||
| Interest rate swaps | $ | 11 | $ | 165 | $ | 46 | ||||||||||||||
| Foreign currency forward contracts | 24 | (145) | (204) | |||||||||||||||||
| Fuel swaps | (32) | 151 | 141 | |||||||||||||||||
| $ | 3 | $ | 171 | $ | (17) |
The effect of non-derivative instruments qualifying and designated as net investment hedging instruments on the consolidated financial statements was as follows (in millions):
| Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) | ||||||||||||||||||||
| Non-derivative instruments under ASC 815-20 Net Investment Hedging Relationships | Year Ended December 31, 2023 | Year Ended December 31, 2022 | Year Ended December 31, 2021 | |||||||||||||||||
| Foreign Currency Debt | $ | (23) | $ | 5 | $ | 8 | ||||||||||||||
| $ | (23) | $ | 5 | $ | 8 |
The effect of derivatives not designated as hedging instruments on the consolidated financial statements was as follows (in millions):
| Amount of Gain (Loss) Recognized in Income on Derivative | ||||||||||||||||||||||||||
| Derivatives Not Designated as Hedging Instruments under ASC 815-20 | Location of Gain (Loss) Recognized in Income on Derivative | Year Ended December 31, 2023 | Year Ended December 31, 2022 | Year Ended December 31, 2021 | ||||||||||||||||||||||
| Foreign currency forward contracts | Other (expense) income | $ | 19 | $ | (102) | $ | (31) | |||||||||||||||||||
| Fuel swaps | Other (expense) income | 1 | — | 34 | ||||||||||||||||||||||
| $ | 20 | $ | (102) | $ | 3 |
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, 2023, our senior unsecured debt credit rating was BB- by Standard & Poor's and B1 by Moody's. As of December 31, 2023, five of our ship debt interest rate derivative hedges had reached their fifth-year anniversary; however, the net market value for these derivative hedges were in a net asset position, and accordingly, we were not required to post any collateral as of such date.
F-42
ROYAL CARIBBEAN CRUISES LTD.
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, 2023, we had one Oasis-class ship and two ships of a new generation, known as our Icon-class, on order for our Royal Caribbean International brand with an aggregate capacity of approximately 16,900 berths. As of December 31, 2023, we had one Edge-class ship on order for our Celebrity brand with capacity of approximately 3,250 berths. Additionally, as of December 31, 2023, we had one Evolution-class ship on order with an aggregate capacity of approximately 730 berths for our Silversea Cruises brand. The following provides further information on recent developments with respect to our ship orders.
In December 2023, we entered into a credit agreement for the unsecured financing of Celebrity Xcel, the fifth Edge-class ship for approximately 80% of the ship’s contract price and our building contract with Chantiers de l'Atlantique became effective. Bpifrance Assurance Export, the official French export credit agency, has agreed to guarantee to the lenders 100% of the financing. The maximum loan amount under the facility is not to exceed the United States dollar equivalent of €850 million, or approximately $939 million based on the exchange rate at December 31, 2023. The loan will amortize semi-annually and will mature 12 years following delivery of the ship. Interest on the loan will accrue either at a floating rate equal to Term SOFR + 1.45%. Celebrity Xcel will have a capacity of approximately 3,250 berths.
In September 2019, Silversea Cruises entered into a credit agreement, guaranteed by us, for the unsecured financing of Silver Ray, the second Evolution-class ship for an amount of up to 80% of the ship's contract price through facilities to be guaranteed 95% by Euler Hermes, the official export credit agency of Germany. The maximum loan amount under the facility is not to exceed the United States dollar equivalent of €359 million or approximately $397 million, based on the exchange rate at December 31, 2023. The loan, once funded, will amortize semi-annually and will mature 12 years following the delivery of the ship. At our election, which has to be consistent across all tranches, interest on the loan will accrue either (1) at a fixed rate 4.18%, (inclusive of the applicable margin) or (2) at a floating rate equal to Term SOFR plus 1.26%. Silver Ray will have a capacity of approximately 730 berths. In September 2021, we amended the credit agreement for the second Evolution-class ship to increase their maximum loan amounts by €176 million on an aggregate basis, or approximately $194 million based on the exchange rate at December 31, 2023. At our election, which has to be consistent across all tranches, interest on the incremental portion of the loan will accrue either (1) at a fixed rate of 4.38% (inclusive of the applicable margin) or (2) at a floating rate equal to Term SOFR plus 1.46%. In October 2023, we amended the credit agreement for Silver Ray, to increase the maximum loan amount by €30 million or $34 million based on the exchange rate at December 31, 2023 At our election, which has to be consistent across all tranches, interest on the incremental portion will accrue either (1) at a fixed rate of 6.80% (inclusive of the applicable margin) or (2) at a floating rate equal to Term SOFR plus 1.40%.
In December 2019, we entered into a credit agreement for the unsecured financing of Utopia of the Seas, the sixth Oasis-class ship for up to 80% of the ship’s contract price through a facility to be guaranteed 100% by BpiFrance Assurance Export, the official export credit agency of France. Under the financing arrangement, we have the right, but not the obligation, to satisfy the obligations to be incurred upon delivery and acceptance of the ship under the shipbuilding contract by assuming, at delivery and acceptance, the debt indirectly incurred by the shipbuilder during the construction of the ship. The maximum loan amount under the facility is not to exceed the United States dollar equivalent of €1.3 billion, or approximately $1.4 billion based on the exchange rate at December 31, 2023. 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). Utopia of the Seas will have a capacity of approximately 5,700 berths.
In December 2019, we entered into a credit agreement for the unsecured financing of the third Icon-class ship for up to 80% of the ship’s contract price. 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, 2023. 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 Term SOFR plus 1.28%. The third Icon-class ship will have a capacity of approximately 5,600 berths.
During 2017, we entered into credit agreement for the unsecured financing of Star of the Seas, the second Icon-class ship for up to 80% of the contract price. Finnvera plc, has agreed to guarantee 100% of a substantial majority of the financing to the lenders, with a smaller portion of the financing to be 95% guaranteed by Euler Hermes. The maximum loan amount under the facility is not to exceed €1.4 billion, or approximately $1.5 billion, based on the exchange rate at December 31, 2023. Interest on approximately 75% of the loan will accrue at a fixed rate of 3.76%, and the balance will accrue interest at a floating rate
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
ranging from Term SOFR plus 1.58% to 1.63%. The loan will amortize semi-annually and will mature 12 years following delivery of the ship. Star of the Seas will have a capacity of approximately 5,600 berths.
Our future capital commitments consist primarily of new ship orders. As of December 31, 2023, our Global Brands and our Partner Brands have eight ships on order.The table below sets forth, as of December 31, 2023, the dates that the ships on order are expected to be delivered, and their approximate berths. The expected delivery dates for all of our ships on order are subject to change due to events such as shipyard construction delays or agreed upon scope changes which impact the delivery timelines.
| Ship | Shipyard | Expected to be delivered | Approximate Berths | |||||||||||||||||
| Royal Caribbean International — | ||||||||||||||||||||
| Oasis-class: | ||||||||||||||||||||
| Utopia of the Seas | Chantiers de l’Atlantique | 2nd Quarter 2024 | 5,700 | |||||||||||||||||
| Icon-class: | ||||||||||||||||||||
| Star of the Seas | Meyer Turku Oy | 2nd Quarter 2025 | 5,600 | |||||||||||||||||
| Unnamed | Meyer Turku Oy | 2nd Quarter 2026 | 5,600 | |||||||||||||||||
| Celebrity Cruises — | ||||||||||||||||||||
| Edge-class: | ||||||||||||||||||||
| Celebrity Xcel | Chantiers de l’Atlantique | 4th Quarter 2025 | 3,250 | |||||||||||||||||
| Silversea Cruises — | ||||||||||||||||||||
| Evolution-class: | ||||||||||||||||||||
| Silver Ray | Meyer Werft | 2nd Quarter 2024 | 730 | |||||||||||||||||
| TUI Cruises (50% joint venture) — | ||||||||||||||||||||
| Mein Schiff 7 | Meyer Turku Oy | 2nd Quarter 2024 | 2,900 | |||||||||||||||||
| Mein Schiff Relax | Fincantieri | 4th Quarter 2024 | 4,100 | |||||||||||||||||
| Unnamed | Fincantieri | 2nd Quarter 2026 | 4,100 | |||||||||||||||||
| Total Berths | 31,980 |
In addition, in February 2024, we entered into an agreement with Chantiers de l’Atlantique to build an additional Oasis class ship for delivery in 2028, which is contingent upon completion of certain conditions precedent including financing.
As of December 31, 2023, the aggregate cost of our ships on order, presented in the above table, not including any ships on order by our Partner Brands, was approximately $7.9 billion, of which we had deposited $698 million. Approximately 43.5% of the aggregate cost was exposed to fluctuations in the Euro exchange rate at December 31, 2023. Refer to Note 16. Fair Value Measurements and Derivative Instruments for further information.
Litigation
As previously reported, a lawsuit was filed against us in August 2019 in the U.S. District Court for the Southern District of Florida (the "Court") under Title III of the Cuban Liberty and Democratic Solidarity Act, also known as the Helms-Burton Act. The complaint filed by Havana Docks Corporation ("Havana Docks Action") alleges it holds an interest in the Havana Cruise Port Terminal, was expropriated by the Cuban government. The complaint further alleges that we trafficked in the terminal by embarking and disembarking passengers at these facilities. The plaintiffs seek all available statutory remedies, including the value of the expropriated property, plus interest, treble damages, attorneys’ fees and costs.
The Court entered final judgment in December 2022 in favor of the plaintiff and awarded damages and attorneys' fees to the plaintiff in the aggregate amount of approximately $112 million. We have appealed the judgment to the United States Court of Appeals for the 11th Circuit. We believe we have meritorious grounds for and intend to vigorously pursue our appeal. During the fourth quarter of 2022, we recorded a charge of approximately $130 million to Other (expense) income within our consolidated statements of comprehensive income (loss) related to the Havana Docks Action, including post-judgment interest and related legal defense costs and bonding fees.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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, 2023, we have future commitments to pay for our usage of certain port facilities, marine consumables, services and maintenance contracts as follows (in millions):
| Year | |||||
| 2024 | $ | 157 | |||
| 2025 | 149 | ||||
| 2026 | 173 | ||||
| 2027 | 141 | ||||
| 2028 | 116 | ||||
| Thereafter | 925 | ||||
| $ | 1,661 |
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