10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 10-Q 

(Mark One) 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to            

Commission File Number: 1-11884

ROYAL CARIBBEAN CRUISES LTD.

(Exact name of registrant as specified in its charter) 

Republic of Liberia	98-0081645
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1050 Caribbean Way, Miami, Florida 33132

(Address of principal executive offices) (zip code) 

(305) 539-6000

(Registrant’s telephone number, including area code) 

N/A

(Former name, former address and former fiscal year, if changed since last report) 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	RCL	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒  No ☐ 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒  No ☐ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

Large accelerated filer ☒	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐  No ☒ 

There were 255,736,665 shares of common stock outstanding as of May 1, 2023.

ROYAL CARIBBEAN CRUISES LTD.

TABLE OF CONTENTS

	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements	1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3. Quantitative and Qualitative Disclosures About Market Risk	33
Item 4. Controls and Procedures	33
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	34
Item 1A. Risk Factors	34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 6. Exhibits	48
SIGNATURES	49

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ROYAL CARIBBEAN CRUISES LTD.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(unaudited; in thousands, except per share data)

	Quarter Ended March 31,
	2023		2022
Passenger ticket revenues	$	1,896,516	$	651,858
Onboard and other revenues	988,630		407,373
Total revenues	2,885,146		1,059,231
Cruise operating expenses:
Commissions, transportation and other	402,930		150,343
Onboard and other	158,635		74,439
Payroll and related	309,998		349,618
Food	199,391		100,184
Fuel	301,513		188,480
Other operating	420,438		321,878
Total cruise operating expenses	1,792,905		1,184,942
Marketing, selling and administrative expenses	460,855		394,030
Depreciation and amortization expenses	359,773		339,467
Operating Income (Loss)	271,613		(859,208)
Other (expense) income:
Interest income	14,808		3,322
Interest expense, net of interest capitalized	(359,387)		(277,659)
Equity investment income (loss)	20,471		(31,059)
Other income (expense)	4,585		(2,538)
	(319,523)		(307,934)
Net Loss	$	(47,910)	$	(1,167,142)
Loss per Share:
Basic	$	(0.19)	$	(4.58)
Diluted	$	(0.19)	$	(4.58)
Weighted-Average Shares Outstanding:
Basic	255,465		254,821
Diluted	255,465		254,821
Comprehensive Loss
Net Loss	$	(47,910)	$	(1,167,142)
Other comprehensive (loss) income:
Foreign currency translation adjustments	(6,546)		7,778
Change in defined benefit plans	3,513		12,597
(Loss) gain on cash flow derivative hedges	(31,697)		195,901
Total other comprehensive (loss) income	(34,730)		216,276
Comprehensive loss	$	(82,640)	$	(950,866)

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

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ROYAL CARIBBEAN CRUISES LTD.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	As of
	March 31,		December 31,
	2023		2022
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	1,226,871	$	1,935,005
Trade and other receivables, net of allowances of $10,483 and $11,612 at March 31, 2023 and December 31, 2022, respectively	379,177		531,066
Inventories	221,299		224,016
Prepaid expenses and other assets	543,599		455,836
Derivative financial instruments	42,651		59,083
Total current assets	2,413,597		3,205,006
Property and equipment, net	27,466,333		27,546,445
Operating lease right-of-use assets	521,209		537,559
Goodwill	809,258		809,277
Other assets, net of allowances of $63,102 and $71,614 at March 31, 2023 and December 31, 2022, respectively	1,660,090		1,678,074
Total assets	$	32,870,487	$	33,776,361
Liabilities and Shareholders’ Equity
Current liabilities
Current portion of long-term debt	$	2,055,307	$	2,087,711
Current portion of operating lease liabilities	78,385		79,760
Accounts payable	714,837		646,727
Accrued expenses and other liabilities	1,200,590		1,459,957
Derivative financial instruments	121,836		131,312
Customer deposits	5,270,589		4,167,997
Total current liabilities	9,441,544		8,573,464
Long-term debt	19,404,804		21,303,480
Long-term operating lease liabilities	509,530		523,006
Other long-term liabilities	489,188		507,599
Total liabilities	29,845,066		30,907,549
Shareholders’ equity
Preferred stock ($0.01 par value; 20,000,000 shares authorized; none outstanding)	—		—
Common stock ($0.01 par value; 500,000,000 shares authorized; 283,979,907 and 283,257,102 shares issued, March 31, 2023 and December 31, 2022, respectively)	2,840		2,832
Paid-in capital	7,351,493		7,284,852
Accumulated deficit	(1,755,339)		(1,707,429)
Accumulated other comprehensive loss	(677,944)		(643,214)
Treasury stock (28,248,125 and 28,018,385 common shares at cost, March 31, 2023 and December 31, 2022, respectively)	(2,069,432)		(2,068,229)
Total shareholders’ equity attributable to Royal Caribbean Cruises Ltd.	2,851,618		2,868,812
Noncontrolling Interests	173,803		—
Total shareholders’ equity	3,025,421		2,868,812
Total liabilities and shareholders’ equity	$	32,870,487	$	33,776,361

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

2

ROYAL CARIBBEAN CRUISES LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
	Three Months Ended March 31,
	2023		2022
Operating Activities
Net Loss	$	(47,910)	$	(1,167,142)
Adjustments:
Depreciation and amortization	359,773		339,467
Net deferred income tax benefit	(11,366)		(3,067)
(Gain) loss on derivative instruments not designated as hedges	(3,397)		10,873
Share-based compensation expense	26,270		22,839
Equity investment (income) loss	(20,471)		31,059
Amortization of debt issuance costs, discounts and premiums	30,070		43,190
Loss on extinguishment of debt	13,289		—
Changes in operating assets and liabilities:
Decrease (increase) in trade and other receivables, net	122,940		(32,236)
Decrease (increase) in inventories	2,716		(29,242)
Increase in prepaid expenses and other assets	(78,489)		(124,394)
Increase in accounts payable trade	56,682		112,426
Decrease in accrued expenses and other liabilities	(258,713)		(119,068)
Increase in customer deposits	1,102,592		406,534
Other, net	15,932		(20,086)
Net cash provided by (used in) operating activities	1,309,918		(528,847)
Investing Activities
Purchases of property and equipment	(251,933)		(1,363,086)
Cash received on settlement of derivative financial instruments	5,405		5,650
Cash paid on settlement of derivative financial instruments	(5,658)		(77,853)
Cash received on loans to unconsolidated affiliates	5,392		4,444
Other, net	12,694		(12,296)
Net cash used in investing activities	(234,100)		(1,443,141)
Financing Activities
Debt proceeds	705,000		2,349,969
Debt issuance costs	(27,213)		(93,763)
Repayments of debt	(2,663,665)		(1,007,632)
Proceeds from sale of noncontrolling interest	209,320		—
Other, net	(7,617)		(10,843)
Net cash (used in) provided by financing activities	(1,784,175)		1,237,731
Effect of exchange rate changes on cash and cash equivalents	223		991
Net decrease in cash and cash equivalents	(708,134)		(733,266)
Cash and cash equivalents at beginning of period	1,935,005		2,701,770
Cash and cash equivalents at end of period	$	1,226,871	$	1,968,504
Supplemental Disclosure
Cash paid during the period for:
Interest, net of amount capitalized	$	389,294	$	225,771
Non-cash Investing Activities
Purchase of property and equipment included in accounts payable and accrued expenses and other liabilities	$	19,321	$	31,899

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

3

ROYAL CARIBBEAN CRUISES LTD.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(unaudited; in thousands)

	Common Stock		Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Treasury Stock		Noncontrolling Interest		Total Shareholders' Equity
Balance at January 1, 2023	$	2,832	$	7,284,852	$	(1,707,429)	$	(643,214)	$	(2,068,229)	$	—	$	2,868,812
Activity related to employee stock plans	8		21,343		—		—		—		—		21,351
Changes related to cash flow derivative hedges	—		—		—		(31,697)		—		—		(31,697)
Change in defined benefit plans	—		—		—		3,513		—		—		3,513
Foreign currency translation adjustments	—		—		—		(6,546)		—		—		(6,546)
Purchase of treasury stock	—		—		—		—		(1,203)		—		(1,203)
Noncontrolling Interest	—		45,298		—		—		—		173,803		219,101
Net Loss	—		—		(47,910)		—		—		—		(47,910)
Balance at March 31, 2023	$	2,840	$	7,351,493	$	(1,755,339)	$	(677,944)	$	(2,069,432)	$	173,803	$	3,025,421

	Common Stock		Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Loss		Treasury Stock		Noncontrolling Interest		Total Shareholders' Equity
Balance at January 1, 2022	$	2,827	$	7,557,297	$	302,276	$	(710,885)	$	(2,065,959)	$	—	$	5,085,556
Activity related to employee stock plans	3		17,888		37		—		—		—		17,928
Cumulative effect of adoption of Accounting Standards Update 2020-06	—		(307,640)		146,220		—		—		—		(161,420)
Changes related to cash flow derivative hedges	—		—		—		195,901		—		—		195,901
Change in defined benefit plans	—		—		—		12,597		—		—		12,597
Foreign currency translation adjustments	—		—		—		7,778		—		—		7,778
Purchase of treasury stock	—		—		—		—		(2,270)		—		(2,270)
Net Loss	—		—		(1,167,142)		—		—		—		(1,167,142)
Balance at March 31, 2022	$	2,830	$	7,267,545	$	(718,609)	$	(494,609)	$	(2,068,229)	$	—	$	3,988,928

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

4

ROYAL CARIBBEAN CRUISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

As used in this Quarterly Report on Form 10-Q, the terms “Royal Caribbean,” "Royal Caribbean Group," the “Company,” “we,” “our” and “us” refer to Royal Caribbean Cruises Ltd. and, depending on the context, Royal Caribbean Cruises Ltd.’s consolidated subsidiaries and/or affiliates. The terms “Royal Caribbean International,” “Celebrity Cruises,” and "Silversea Cruises" refer to our wholly owned global cruise brands. Throughout this Quarterly Report on Form 10-Q, we also refer to our partner brands in which we hold an ownership interest, including “TUI Cruises” and "Hapag-Lloyd Cruises." However, because these partner brands are unconsolidated investments, our operating results and other disclosures herein do not include these brands unless otherwise specified. In accordance with cruise vacation industry practice, the term “berths” is determined based on double occupancy per cabin even though many cabins can accommodate three or more passengers. This Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2022.

This Quarterly Report on Form 10-Q also includes trademarks, trade names and service marks of other companies. Use or display by us of other parties’ trademarks, trade names or service marks is not intended to and does not imply a relationship with, or endorsement or sponsorship of us by, these other parties other than as described herein.

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 have a combined fleet of 64 ships as of March 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.

Liquidity

As a result of the global pandemic impact of COVID-19, we paused our guest cruise operations in March 2020 and began resuming guest cruise operations in 2021, with our full fleet in service by June 2022. During this period of time, we have taken proactive measures to manage our liquidity, including issuing debt and shares of our common stock, amending credit agreements to defer payments, obtaining relevant modification of covenant requirements and waivers, and reducing operating expenses and capital expenditures.

As of March 31, 2023, we had liquidity of $3.9 billion, including $2.6 billion of undrawn revolving credit facility capacity, and $1.2 billion in cash and cash equivalents. We believe that we have sufficient liquidity to fund our obligations for at least the next twelve months from the issuance of these financial statements. Refer to Note 6. Debt for further information regarding refinancing transactions and the applicable financial covenants.

We will continue to pursue various opportunities to raise capital to fund obligations associated with future debt maturities and/or to extend the maturity dates associated with our existing indebtedness or facilities.

Basis for Preparation of Consolidated Financial Statements

The unaudited consolidated financial statements are presented pursuant to the rules and regulations of the Securities and Exchange Commission. In our opinion, these statements include all adjustments necessary for a fair statement of the results of the interim periods reported herein. Adjustments consist only of normal recurring items, except for any items discussed in the notes below. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted as permitted by such Securities and Exchange Commission rules and regulations. 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 in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2022 for a discussion of our significant accounting policies.

All significant intercompany accounts and transactions are eliminated in consolidation. We consolidate entities over which we have control, usually evidenced by a direct ownership interest of greater than 50%, and variable interest entities where we are determined to be the primary beneficiary. Refer to Note 5. 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

5

financial and operating policies, usually evidenced by a direct ownership interest from 20% to 50%, the investment is accounted for using the equity method.

Note 2. Summary of Significant Accounting Policies

Adoption of Accounting Pronouncements

In September 2022, the FASB issued ASU No. 2022-04, Liabilities-Supplier Finance Programs (Subtopic 405-50) - Disclosure of Supplier Finance Program Obligations. This ASU requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. This ASU is expected to improve financial reporting by requiring new disclosures about the programs, thereby allowing financial statement users to better consider the effect of the programs on an entity’s working capital, liquidity, and cash flows. This ASU is effective for fiscal years beginning after December 15, 2022, except for the amendment on roll forward information which is effective for fiscal years beginning after December 15, 2023. We 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.

Reclassifications

For the quarter ended March 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 quarter ended March 31, 2023, we no longer separately present Impairments and Credit losses in our consolidated statements of comprehensive loss. As a result, amounts presented in prior periods were reclassified to Other Operating to conform to the current year presentation.

For the quarter ended March 31, 2023, we no longer separately present Amortization of debt discounts and premiums; (Decrease) increase 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; Decrease in accrued expenses and other liabilities; and Other, net, respectively, within Operating Activities to conform to the current year presentation. Additionally, we no longer separately present Proceeds from the sale of property and equipment and other assets in our cash flows from Investing Activities within our consolidated statements of cash flows. As a result, amounts presented in prior periods were reclassified to Other, net within Investing Activities to conform to the current year presentation.

Note 3. Revenues

Revenue Recognition

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

The majority of our revenues are derived from passenger cruise contracts which are reported within Passenger ticket revenues in our consolidated statements of comprehensive loss. Our performance obligation under these contracts is to provide a cruise vacation in exchange for the ticket price. We satisfy this performance obligation and recognize revenue over the duration of each cruise, which generally ranges from two to 23 nights.

Passenger ticket revenues include charges to our guests for port costs that vary with passenger head counts. These type of port costs, along with port costs that do not vary by passenger head counts, are included in our cruise operating expenses. The amounts of port costs charged to our guests and included within Passenger ticket revenues on a gross basis were $203.4 million and $76.9 million for the quarters ended March 31, 2023 and 2022, respectively.

Our total revenues also include Onboard and other revenues, which consist primarily of revenues from the sale of goods and services onboard our ships that are not included in passenger ticket prices. 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.

6

Disaggregated Revenues

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

	Quarter Ended March 31,
	2023		2022
Revenues by itinerary
North America (1)	$	2,193,008	$	889,087
Asia/Pacific	333,010		34,633
Europe	1,897		1,425
Other regions(2)	214,489		79,633
Total revenues by itinerary	2,742,404		1,004,778
Other revenues(3)	142,742		54,453
Total revenues	$	2,885,146	$	1,059,231

(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 5. 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 quarters ended March 31, 2023 and 2022, our guests were sourced from the following areas:

	Quarter Ended March 31,
	2023		2022
Passenger ticket revenues:
United States	76	%	84	%
All other countries (1)	24	%	16	%

(1)No other individual country's revenue exceeded 10% for the quarters ended March 31, 2023 and 2022.

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 $2.5 billion and $1.8 billion as of March 31, 2023 and December 31, 2022, respectively.

We have provided flexibility to guests with bookings on sailings cancelled due to COVID-19 by allowing guests to receive future cruise credits (“FCC”). As of March 31, 2023, our customer deposit balance includes approximately $0.5 billion of unredeemed FCCs. Given the lack of comparable historical experience of FCC redemptions, as of March 31, 2023 we are unable to estimate the number of FCCs that may not be used in future periods and get recognized as breakage. We will update our breakage analysis as future information is received.

Contract Receivables and Contract Assets

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

7

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

Our credit card processors agreements require us, under certain circumstances, to maintain a reserve that can be satisfied by posting collateral. One of our processors currently holds a portion of our customer deposits in reserve until the sailings take place or the funds are refunded to the customer. The cash reserve held by the processor was immaterial as of March 31, 2023.

We have contract assets that are conditional rights to consideration for satisfying the construction services performance obligations under a service concession arrangement. As of March 31, 2023 and December 31, 2022, our contract assets were $167.7 million and $167.9 million, respectively, and were included within Other assets in our consolidated balance sheets. Given the short duration of our cruises and our collection terms, we do not have any other significant contract assets.

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

Prepaid travel advisor commissions 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 $244.9 million as of March 31, 2023 and $177.5 million as of December 31, 2022. 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 loss.

Note 4. Loss Per Share

Basic and diluted loss per share is as follows (in thousands, except per share data):

	Quarter Ended March 31,
	2023		2022
Net loss for basic and diluted loss per share	$	(47,910)	$	(1,167,142)
Weighted-average common shares outstanding	255,465		254,821
Diluted weighted-average shares outstanding	255,465		254,821
Basic loss per share	$	(0.19)	$	(4.58)
Diluted loss per share	$	(0.19)	$	(4.58)

Basic loss per share is computed by dividing Net Loss by the weighted-average number of common stock outstanding during each period. Diluted loss per share incorporates the incremental shares issuable upon the assumed exercise of stock options and conversion of potentially dilutive securities. If we have a net loss for the period, all potential common shares will be considered antidilutive, resulting in the same basic and diluted net loss per share amounts for those periods. There were approximately 30,994,718 and 23,407,179 antidilutive shares for the quarters ended March 31, 2023 and March 31, 2022, respectively. As we had net loss for the quarters ended March 31, 2023 and March 31, 2022, all potential common shares were determined to be antidilutive, resulting in the same basic and diluted net loss per share amounts for the period.

Note 5. 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 previously announced 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 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")

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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 March 31, 2023, the net book value of our investment in TUIC was $483.9 million, primarily consisting of $384.6 million in equity and a loan of €83.2 million, or approximately $90.4 million based on the exchange rate at March 31, 2023. As of December 31, 2022, the net book value of our investment in TUIC was $466.0 million, primarily consisting of $361.5 million in equity and a loan of €87.2 million, or approximately $93.0 million based on the exchange rate at December 31, 2022. 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 TUI Cruises 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.

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.

For further information on the measurements used to estimate the fair value of our equity method investments, refer to Note 11. Fair Value Measurements and Derivative Instruments.

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

	Quarter Ended March 31,
	2023		2022
Share of equity income (loss) from investments	$	20,471	$	(31,059)
Dividends received (1)	$	802	$	423

(1) Represents dividends received from our investments accounted for under the equity method of accounting during the quarters ended March 31, 2023 and March 31, 2022. The amounts included in the table above are net of tax withholdings.

	As of March 31, 2023		As of December 31, 2022
Total notes receivable due from equity investments	$	99,746	$	101,392
Less-current portion (1)	18,094		18,406
Long-term portion (2)	$	81,652	$	82,986

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

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

Consolidated investments ("controlled subsidiaries")

As part of the transaction with iCON, we sold noncontrolling interest in two controlled subsidiaries, comprised of PortMiami and one entity in Spain. The majority of the proceeds comes from selling 80% of PortMiami for $208.9 million and

9

retained a 20% minority interest. We have determined PortMiami is a VIE, 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 this entity. The cash consideration received, net of transaction costs, was allocated between paid in capital and noncontrolling interest using the net book value of PortMiami as of March 31, 2023, as presented in the statement of shareholders' equity.

Other Assets

Credit Losses

We reviewed our notes receivable for credit losses in connection with the preparation of our financial statements for the quarter ended March 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 beginning and ending balances as of March 31, 2023 and 2022 primarily relate to credit losses recognized on notes receivable for the previous sale of certain property and equipment of $81.6 million. The notes receivable for the previous sale of our property and equipment are related to loans that were originated in 2015 and 2020.

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

	Quarter Ended March 31,
	2023		2022
Balance, beginning of period	$	83,227	$	100,192
Credit loss (recovery), net	(7,287)		653
Write-offs	(2,355)		(8,152)
Balance, end of period	$	73,585	$	92,693

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Note 6. Debt

Debt consists of the following (in thousands):

	Interest Rate (1)	Maturities Through	As of March 31, 2023		As of December 31, 2022
Fixed rate debt:
Unsecured senior notes	3.70% to 11.63%	2026 - 2030	$	7,898,504	$	7,199,331
Secured senior notes	8.25% to 11.50%	2025 - 2029	2,373,981		2,370,855
Unsecured term loans	1.28% to 5.89%	2027 - 2034	4,439,699		4,561,129
Convertible notes	2.88% to 6.00%	2023 - 2025	1,725,000		1,725,000
Total fixed rate debt			16,437,184		15,856,315
Variable rate debt:
Unsecured revolving credit facilities (2)	6.20% to 6.95%	2024 - 2025	371,971		2,744,105
USD unsecured term loan	5.71% to 9.69%	2023 - 2037	4,198,261		4,335,973
Euro unsecured term loan	6.46% to 7.09%	2023 - 2028	544,488		534,589
Total variable rate debt			5,114,720		7,614,667
Finance lease liabilities			336,892		351,332
Total debt (3)			21,888,796		23,822,314
Less: unamortized debt issuance costs			(428,685)		(431,123)
Total debt, net of unamortized debt issuance costs			21,460,111		23,391,191
Less—current portion			(2,055,307)		(2,087,711)
Long-term portion			$	19,404,804	$	21,303,480

(1) Interest rates based on outstanding loans as of March 31, 2023, and for variable rate debt include either LIBOR, EURIBOR or Term SOFR plus the applicable margin.

(2) Advances under our $1.9 billion facility accrue interest at Term SOFR plus an interest rate margin ranging from 1.40% to 2.15%. Advances under our $1.1 billion facility accrue interest at Term SOFR plus an interest rate margin ranging from 1.80% to 2.15%. Based on applicable Term SOFR rates, as of March 31, 2023, the interest rates under the $1.9 billion facility and the $1.1 billion facility were 6.20% and 6.95%, respectively. We also pay a facility fee for each facility ranging from 0.20% to 0.30% of the total commitments under such facility.

(3) At March 31, 2023 and December 31, 2022, the weighted average interest rate for total debt was 6.35% 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 credit capacity by one year to April 2025, with the remainder maturing in April 2024. Additionally, during the quarter ended March 31, 2023 we repaid $2.4 billion under our revolving credit facilities, resulting in an aggregate borrowing capacity of $2.6 billion under our unsecured revolving credit facilities as of March 31, 2023.

Our revolving credit facilities were partially utilized through a combination of amounts drawn and letters of credit issued under the facilities as of March 31, 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.

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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 March 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 export credit facilities and our non-export credit facilities have an outstanding principal amount of approximately $9.4 billion as of March 31, 2023. These facilities, as well as certain of our credit card processing agreements, contain covenants that require us, among other things, to maintain a fixed charge coverage ratio, limit our net debt-to-capital ratio, maintain minimum liquidity, and under certain facilities, to maintain a minimum stockholders' equity. As of March 31, 2023, we were in compliance with our debt covenants and we estimate we will be in compliance for the next twelve months.

The following is a schedule of annual maturities on our total debt, including finance leases, as of March 31, 2023 for each of the next five years (in thousands):

Year	As of March 31, 2023 (1)
Remainder of 2023	$	1,806,425
2024	2,295,347
2025	3,671,929
2026	2,753,605
2027	3,494,845
Thereafter	7,866,645
	$	21,888,796

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

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Note 7. Leases

Operating Leases

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

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

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.

Finance Leases

Our finance leases primarily relate to buildings and surrounding land located at our Miami headquarters and our lease for the Silver Dawn ship. 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 March 31, 2023 and December 31, 2022. During the quarter ended March 31, 2023 we executed the bargain purchase option for the Silver Whisper.

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. The total aggregate amount of the finance lease liabilities recorded for this Master Lease was $56.0 million and $55.5 million as of March 31, 2023 and December 31, 2022, respectively.

Silversea Cruises operates Silver Dawn under a sale-leaseback agreement with a bargain purchase option at the end of the 15-year lease term. Due to the bargain purchase option at the end of the lease term in 2036, whereby Silversea Cruises is reasonably certain of obtaining ownership of the ship, Silver Dawn is accounted for as a finance lease. The lease includes other purchase options beginning in year three, none of which are reasonably certain of being exercised at this time. The total aggregate amount of finance lease liabilities recorded for this ship was $260.1 million and $264.8 million as of March 31, 2023 and December 31, 2022, respectively. The lease payments on the Silver Dawn are subject to adjustments based on the LIBOR rate.

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

	Consolidated Statement of Comprehensive Loss Classification	Quarter Ended March 31, 2023		Quarter Ended March 31, 2022
Lease costs:
Operating lease costs	Commission, transportation and other	$	55,101	$	22,729
Operating lease costs	Other operating expenses	5,545		5,471
Operating lease costs	Marketing, selling and administrative expenses	5,442		4,776
Financial lease costs:
Amortization of right-of-use-assets	Depreciation and amortization expenses	5,791		6,093
Interest on lease liabilities	Interest expense, net of interest capitalized	7,502		4,600
Total lease costs		$	79,381	$	43,669

In addition, certain of our berthing agreements include variable lease costs based on the number of passengers berthed. During the quarters ended March 31, 2023, and 2022 we had $37.7 million and $7.5 million of variable lease costs recorded within Commission, transportation and other in our consolidated statement of comprehensive loss, respectively.

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

	As of March 31, 2023		As of December 31, 2022
Weighted average of the remaining lease term in years
Operating leases	17.81		17.69
Finance leases	19.68		19.26
Weighted average discount rate
Operating leases	7.24	%	6.92	%
Finance leases	6.44	%	6.43	%

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

	Quarter Ended March 31, 2023		Quarter Ended March 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	36,421	$	28,193
Operating cash flows from finance leases	$	7,502	$	4,600
Financing cash flows from finance leases	$	13,988	$	17,034

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

Year	Operating Leases		Finance Leases
Remainder of 2023	$	89,291	$	33,923
2024	105,441		44,465
2025	99,815		43,974
2026	90,555		38,412
2027	71,207		37,358
Thereafter	789,278		706,482
Total lease payments	1,245,587		904,614
Less: Interest	(657,672)		(567,722)
Present value of lease liabilities	$	587,915	$	336,892

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Note 8. Commitments and Contingencies

Ship Purchase Obligations

Our future capital commitments consist primarily of new ship orders. As of March 31, 2023, the dates that the ships on order by our Global and Partner Brands are expected to be delivered, subject to change in the event of construction delays, and their approximate berths are as follows:

Ship	Shipyard	Expected delivery	Approximate Berths
Royal Caribbean International —
Oasis-class:
Utopia of the Seas	Chantiers de l'Atlantique	2nd Quarter 2024	5,700
Icon-class:
Icon of the Seas	Meyer Turku Oy	4th Quarter 2023	5,600
Unnamed	Meyer Turku Oy	2nd Quarter 2025	5,600
Unnamed	Meyer Turku Oy	2nd Quarter 2026	5,600
Celebrity Cruises —
Edge-class:
Celebrity Ascent	Chantiers de l'Atlantique	4th Quarter 2023	3,250
Silversea Cruises —
Evolution Class:
Silver Nova	Meyer Werft	2nd Quarter 2023	730
Silver Ray	Meyer Werft	2nd Quarter 2024	730
TUI Cruises (50% joint venture) —
Mein Schiff 7	Meyer Turku Oy	2nd Quarter 2024	2,900
Unnamed	Fincantieri	4th Quarter 2024	4,100
Unnamed	Fincantieri	2nd Quarter 2026	4,100
Total Berths			38,310

In addition, as of March 31, 2023, we have an agreement in place with Chantiers de l'Atlantique to build an additional Edge-class ship, estimated for delivery in 2025, which is contingent upon completion of conditions precedent and financing.

As of March 31, 2023, the aggregate cost of our ships on order presented in the table above, not including any ships on order by our Partner Brands, was approximately $10.2 billion, of which we had deposited $0.9 billion as of such date. Approximately 49.2% of the aggregate cost was exposed to fluctuations in the Euro exchange rate at March 31, 2023. Refer to Note 11. 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 alleges it holds an interest in the Havana Cruise Port Terminal, which 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 plaintiff seeks 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 and the plaintiff has cross-appealed with regards to the interest calculation used for purposes of determining damages. We believe we have meritorious grounds for and intend to vigorously pursue our appeal. During the fourth quarter of 2022, we recorded a charge of approximately $130.0 million to Other income (expense) within our consolidated statements of comprehensive loss related to the Havana Docks Action, including post-judgment interest and related legal defense costs and bonding fees.

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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.

Note 9. Shareholders' Equity

Dividends

We did not declare any dividends during the quarters ended March 31, 2023 and March 31, 2022. During the first quarter of 2022, we were restricted under certain of our credit facilities from paying dividends while waivers to the financial covenants within such facilities were in effect. While the waivers have now expired, in the event we declare a dividend, we will need to repay the principal amounts deferred under our export credit facilities.

Noncontrolling Interests

Effective March 31, 2023, we closed the previously announced partnership with iCON. We sold 80% of 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 as of March 31, 2023. Refer to Note 5. Investments and Other Assets for further information on the transaction.

The Net Loss attributable to noncontrolling interest was immaterial during the quarters ended March 31, 2023 and March 31, 2022.

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Note 10. Changes in Accumulated Other Comprehensive Loss

The following table presents the changes in accumulated other comprehensive loss by component for the quarters ended March 31, 2023 and 2022 (in thousands):

	Accumulated Other Comprehensive Loss for the Quarter Ended March 31, 2023								Accumulated Other Comprehensive Loss for the Quarter Ended March 31, 2022
	Changes related to cash flow derivative hedges		Changes in defined benefit plans		Foreign currency translation adjustments		Accumulated other comprehensive loss		Changes related to cash flow derivative hedges		Changes in defined benefit plans		Foreign currency translation adjustments		Accumulated other comprehensive loss
Accumulated comprehensive loss at beginning of the year	$	(638,011)	$	(7,921)	$	2,718	$	(643,214)	$	(646,473)	$	(56,835)	$	(7,577)	$	(710,885)
Other comprehensive income (loss) before reclassifications	(30,279)		3,168		(6,546)		(33,657)		224,619		11,869		7,778		244,266
Amounts reclassified from accumulated other comprehensive loss	(1,418)		345		—		(1,073)		(28,718)		728		—		(27,990)
Net current-period other comprehensive income (loss)	(31,697)		3,513		(6,546)		(34,730)		195,901		12,597		7,778		216,276
Ending balance	$	(669,708)	$	(4,408)	$	(3,828)	$	(677,944)	$	(450,572)	$	(44,238)	$	201	$	(494,609)

The following table presents reclassifications out of accumulated other comprehensive loss for the quarters ended March 31, 2023 and 2022 (in thousands):

	Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income
Details About Accumulated Other Comprehensive Loss Components	Quarter Ended March 31, 2023		Quarter Ended March 31, 2022		Affected Line Item in Statements of Comprehensive Loss
Gain (loss) on cash flow derivative hedges:
Interest rate swaps	$	9,946	$	(10,434)	Interest expense, net of interest capitalized
Foreign currency forward contracts	(4,363)		(4,065)		Depreciation and amortization expenses
Foreign currency forward contracts	(501)		(1,218)		Other income (expense)
Fuel swaps	—		(369)		Other income (expense)
Fuel swaps	(3,664)		44,804		Fuel
	1,418		28,718
Amortization of defined benefit plans:
Actuarial loss	(345)		(728)		Payroll and related
	(345)		(728)
Total reclassifications for the period	$	1,073	$	27,990

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Note 11. Fair Value Measurements and Derivative Instruments 

Fair Value Measurements

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

	Fair Value Measurements at March 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)	$	1,226,871	$	1,226,871	$	1,226,871	$	—	$	—	$	1,935,005	$	1,935,005	$	1,935,005	$	—	$	—
Total Assets	$	1,226,871	$	1,226,871	$	1,226,871	$	—	$	—	$	1,935,005	$	1,935,005	$	1,935,005	$	—	$	—
Liabilities:
Long-term debt (including current portion of debt)(5)	$	21,123,218	$	21,909,938	$	—	$	21,909,938	$	—	$	23,039,859	$	22,856,306	$	—	$	22,856,306	$	—
Total Liabilities	$	21,123,218	$	21,909,938	$	—	$	21,909,938	$	—	$	23,039,859	$	22,856,306	$	—	$	22,856,306	$	—

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

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

(3) Inputs that are unobservable. The Company did not use any Level 3 inputs as of March 31, 2023 and December 31, 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 at March 31, 2023 and December 31, 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 thousands):

	Fair Value Measurements at March 31, 2023								Fair Value Measurements at December 31, 2022
Description	Total		Level 1(1)		Level 2(2)		Level 3(3)		Total		Level 1(1)		Level 2(2)		Level 3(3)
Assets:
Derivative financial instruments(4)	$	168,737	$	—	$	168,737	$	—	$	203,802	$	—	$	203,802	$	—
Total Assets	$	168,737	$	—	$	168,737	$	—	$	203,802	$	—	$	203,802	$	—
Liabilities:
Derivative financial instruments(5)	$	135,485	$	—	$	135,485	$	—	$	135,608	$	—	$	135,608	$	—
Total Liabilities	$	135,485	$	—	$	135,485	$	—	$	135,608	$	—	$	135,608	$	—

(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 March 31, 2023 and December 31, 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 March 31, 2023 and December 31, 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.

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

The reported fair values are based on a variety of factors and assumptions. Accordingly, the fair values may not represent actual values of the financial instruments that could have been realized as of March 31, 2023 or December 31, 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 nonfinancial instruments recorded at fair value as of March 31, 2023.

Master Netting Agreements

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

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

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

	Gross Amounts not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements
	As of March 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	$	168,737	$	(96,057)	$	—	$	72,680	$	203,802	$	(105,228)	$	—	$	98,574
Total	$	168,737	$	(96,057)	$	—	$	72,680	$	203,802	$	(105,228)	$	—	$	98,574

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

	Gross Amounts not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements
	As of March 31, 2023								As of December 31, 2022
	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	$	(135,485)	$	96,057	$	—	$	(39,428)	$	(135,608)	$	105,228	$	—	$	(30,380)
Total	$	(135,485)	$	96,057	$	—	$	(39,428)	$	(135,608)	$	105,228	$	—	$	(30,380)

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 March 31, 2023, we had counterparty credit risk exposure under our derivative instruments of $88.5 million, which was limited to the cost of replacing the contracts in the event of non-performance by the counterparties to the contracts, the majority of which are currently our lending banks. We do not anticipate nonperformance by any of our significant counterparties. In addition, we have established guidelines we follow regarding credit ratings and instrument maturities to maintain safety and liquidity. We do not normally require collateral or other security to support credit relationships; however, in certain circumstances this option is available to us.

Derivative Instruments

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

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

At inception of the hedge relationship, a derivative instrument that hedges the exposure to changes in the fair value of a firm commitment or a recognized asset or liability is designated as a fair value hedge. A derivative instrument that hedges a forecasted transaction or the variability of cash flows related to a recognized asset or liability is designated as a cash flow hedge.

Changes in the fair value of derivatives that are designated as fair value hedges are offset against changes in the fair value of the underlying hedged assets, liabilities or firm commitments. Gains and losses on derivatives that are designated as cash flow hedges are recorded as a component of Accumulated other comprehensive loss until the underlying hedged transactions are recognized in earnings. The foreign currency transaction gain or loss of our non-derivative financial instruments and the changes in the fair value of derivatives designated as hedges of our net investment in foreign operations and investments are recognized as a component of Accumulated other comprehensive loss along with the associated foreign currency translation adjustment of the foreign operation or investment. In certain hedges of our net investment in foreign operations and investments, we exclude forward points from the assessment of hedge effectiveness and we 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 March 31, 2023 and December 31, 2022, approximately 84% and 75%, respectively, of our debt was effectively fixed-rate debt, which is net of our interest rate swap agreements. We use interest rate swap agreements to modify our exposure to interest rate movements and to manage our interest expense.

Market risk associated with our fixed-rate debt is the potential increase in fair value resulting from a decrease in interest rates. We use interest rate swap agreements that effectively convert a portion of our fixed-rate debt to a floating-rate basis to manage this risk. At March 31, 2023 and December 31, 2022, there were no interest rate swap agreements for fixed-rate debt instruments.

We use interest rate swap agreements that effectively convert a portion of our floating-rate debt to a fixed-rate basis to manage the market risk of increasing interest rates. At March 31, 2023 and December 31, 2022, we maintained interest rate swap agreements on the following floating-rate debt instruments:

Debt Instrument	Swap Notional as of March 31, 2023 (in thousands)		Maturity	Debt Floating Rate		All-in Swap Fixed Rate as of March 31, 2023
Celebrity Reflection term loan	$	109,083	October 2024	LIBOR plus	0.40%	2.85%
Quantum of the Seas term loan	245,000		October 2026	LIBOR plus	1.30%	3.74%
Anthem of the Seas term loan	271,875		April 2027	LIBOR plus	1.30%	3.86%
Ovation of the Seas term loan	380,417		April 2028	LIBOR plus	1.00%	3.16%
Harmony of the Seas term loan (1)	345,267		May 2028	EURIBOR plus	1.15%	2.26%
Odyssey of the Seas term loan (2)	383,333		October 2032	LIBOR plus	0.96%	3.21%
Odyssey of the Seas term loan (2)	191,667		October 2032	LIBOR plus	0.96%	2.84%
	$	1,926,642

(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 March 31, 2023.

(2)Interest rate swap agreements hedging the term loan of Odyssey of the Seas include LIBOR zero-floors matching the debt LIBOR zero-floor. Amount presented is based on the exchange rate as of March 31, 2023.

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 March 31, 2023 and December 31, 2022 was $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 March 31, 2023, the aggregate cost of our ships on order was $10.2 billion, of which we had deposited $922.5 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 and any ships on order by our Partner Brands. Refer to Note 8.

Commitments and Contingencies, for further information on our ships on order. At March 31, 2023 and December 31, 2022, approximately 49.2% 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 first quarter of 2023 and 2022 the average notional amount of foreign currency forward contracts was approximately $1.2 billion and $0.8 billion, respectively. These instruments are not designated as hedging instruments. For the quarters ended March 31, 2023 and 2022, changes in the fair value of the foreign currency forward contracts resulted in gains (losses) of $4.1 million and $(7.0) million, respectively, which offset (losses) gains arising from the remeasurement of monetary assets and liabilities denominated in foreign currencies in those same periods of $(11.1) million and $7.2 million, respectively. These amounts were recognized in earnings within Other income (expense) in our consolidated statements of comprehensive loss.

The notional amount of outstanding foreign exchange contracts, excluding the forward contracts entered into to minimize remeasurement volatility, as of March 31, 2023 and December 31, 2022 was $3.3 billion and $2.9 billion, respectively.

Non-Derivative Instruments

We consider our investment 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 €446.9 million, or approximately $485.5 million, as of March 31, 2023. As of December 31, 2022, we had designated debt as a hedge of our net investments primarily in TUI Cruises of €433.0 million, or approximately $461.9 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 income (expense) immediately. For hedged forecasted fuel consumption that remains possible of occurring, hedge accounting will be discontinued and the related accumulated other comprehensive gain or loss will remain in accumulated other comprehensive gain or loss until the underlying hedged transactions are recognized in earnings or the related hedged forecasted fuel consumption is deemed probable of not occurring.

Changes in the fair value of fuel swaps for which cash flow hedge accounting was discontinued are currently recognized in Other income (expense) for each reporting period through the maturity dates of the fuel swaps. For the quarter ended March 31, 2023 and March 31, 2022, we did not discontinue cash flow hedge accounting on any of our fuel swap agreements.

At March 31, 2023, we have hedged the variability in future cash flows for certain forecasted fuel transactions occurring through 2024. As of March 31, 2023 and December 31, 2022, we had the following outstanding fuel swap agreements:

	Fuel Swap Agreements
	As of March 31, 2023	As of December 31, 2022
Designated as hedges:	(metric tons)
2023	673,551	825,651
2024	176,450	—

	Fuel Swap Agreements
	As of March 31, 2023		As of December 31, 2022
Designated hedges as a % of projected fuel purchases:	(% hedged)
2023	54	%	50	%
2024	10	%	—	%

As of March 31, 2023, there was $34.1 million of estimated unrealized net loss associated with our cash flow hedges pertaining to fuel swap agreements that is expected to be reclassified to earnings from Accumulated other comprehensive loss within the next twelve months when compared to $7.9 million of estimated unrealized net loss at December 31, 2022. Reclassification is expected to occur as the result of fuel consumption associated with our hedged forecasted fuel purchases.

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

	Fair Value of Derivative Instruments
	Asset Derivatives					Liability Derivatives
	Balance Sheet Location	As of March 31, 2023		As of December 31, 2022		Balance Sheet Location	As of March 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	Other assets	$	94,170	$	115,049	Other long-term liabilities	$	—	$	—
Foreign currency forward contracts	Derivative financial instruments	23,602		18,892		Derivative financial instruments	69,290		84,953
Foreign currency forward contracts	Other assets	31,916		25,504		Other long-term liabilities	3,461		150
Fuel swaps	Derivative financial instruments	19,049		40,191		Derivative financial instruments	52,546		46,359
Fuel swaps	Other assets	—		4,166		Other long-term liabilities	10,188		4,147
Total derivatives designated as hedging instruments under 815-20		$	168,737	$	203,802		$	135,485	$	135,609

(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 thousands):

		Carrying Value
Non-derivative instrument designated as hedging instrument under ASC 815-20	Balance Sheet Location	As of March 31, 2023		As of December 31, 2022
Foreign currency debt	Current portion of long-term debt	$	62,282	$	62,282
Foreign currency debt	Long-term debt	423,230		399,577
		$	485,512	$	461,859

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 loss was as follows (in thousands):

Derivatives and Related Hedged Items under ASC 815-20 Fair Value Hedging Relationships	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
		Quarter Ended March 31, 2023		Quarter Ended March 31, 2022		Quarter Ended March 31, 2023		Quarter Ended March 31, 2022
Interest rate swaps	Interest expense, net of interest capitalized	$	—	$	(3,365)	$	—	$	6,024
		$	—	$	(3,365)	$	—	$	6,024

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

Derivatives under ASC 815-20 Cash Flow Hedging Relationships	Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Loss on Derivatives
	Quarter Ended March 31, 2023		Quarter Ended March 31, 2022
Interest rate swaps	$	(10,620)	$	74,865
Foreign currency forward contracts	21,420		(40,062)
Fuel swaps	(41,079)		189,816
	$	(30,279)	$	224,619

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

	Amount of (Loss) Gain Recognized in Other Comprehensive Loss
Non-derivative instruments under ASC 815-20 Net Investment Hedging Relationships	Quarter Ended March 31, 2023		Quarter Ended March 31, 2022
Foreign Currency Debt	$	(8,980)	$	2,745
	$	(8,980)	$	2,745

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

		Amount of Gain (Loss) Recognized in Income on Derivatives
Derivatives Not Designated as Hedging Instruments under ASC 815-20	Location of Gain (Loss) Recognized in Income on Derivatives	Quarter Ended March 31, 2023		Quarter Ended March 31, 2022
Foreign currency forward contracts	Other income (expense)	$	4,118	$	(6,985)
Fuel swaps	Other income (expense)	—		(7)
		$	4,118	$	(6,992)

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 March 31, 2023, our senior unsecured debt credit rating was B by Standard & Poor's and B3 by Moody's. As of March 31, 2023, five of our interest rate derivative hedges had reached their fifth-year anniversary; however, the net market value for these derivative hedges were in a net asset position, and accordingly, we were not required to post any collateral as of such date.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 

Cautionary Note Concerning Forward-Looking Statements

The discussion under this caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Quarterly Report on Form 10-Q includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding our expectations for future periods, business and industry prospects or future results of operations or financial position, made in this Quarterly Report on Form 10-Q are forward-looking. Words such as "anticipate," "believe," "considering," "could," "driving," "estimate," "expect," "goal," "intend," "may," "plan," "project," "seek," "should," "will," "would," and similar expressions are intended to further identify any of these forward-looking statements. Forward-looking statements reflect management's current expectations, but they are based on judgments and are inherently uncertain. Furthermore, they are subject to risks, uncertainties and other factors that could cause our actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking statements. Examples of these risks, uncertainties and other factors include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q and, in particular, the risks discussed under the caption "Risk Factors" in Part II, Item 1A herein.

All forward-looking statements made in this Quarterly Report on Form 10-Q speak only as of the date of this filing. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

The discussion and analysis of our financial condition and results of operations is organized to present the following:

•a review of our financial presentation, including discussion of certain operational and financial metrics we utilize to assist us in managing our business;

•a discussion of our results of operations for the quarter ended March 31, 2023, compared to the same period in 2022; and

•a discussion of our liquidity and capital resources, including our future capital and material cash requirements and potential funding sources. 

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Critical Accounting Policies and Estimates

For a discussion of our critical accounting policies and estimates, refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations within our Annual Report on Form 10-K for the year ended December 31, 2022.

Seasonality

Our revenues are seasonal based on demand for cruises. Demand has historically been strongest for cruises during the Northern Hemisphere’s summer months and holidays. In order to mitigate the impact of the winter weather in the Northern Hemisphere and to capitalize on the summer season in the Southern Hemisphere, our brands have historically focused on deployment to the Caribbean, Asia and Australia during that period.

Financial Presentation

Description of Certain Line Items

Revenues

Our revenues are comprised of the following:

•Passenger ticket revenues, which consist of revenue recognized from the sale of passenger tickets and the sale of air transportation to and from our ships; and

•Onboard and other revenues, which consist primarily of revenues from the sale of goods and/or services onboard our ships not included in passenger ticket prices, casino operations, cancellation fees, sales of vacation protection insurance, pre- and post-cruise tours and fees for operating certain port facilities. Onboard and other revenues also include revenues we receive from independent third-party concessionaires that pay us a percentage of their revenues in exchange for the right to provide selected goods and/or services onboard our ships, as well as revenues received for procurement and management related services we perform on behalf of our unconsolidated affiliates. 

Cruise Operating Expenses 

Our cruise operating expenses are comprised of the following:

•Commissions, transportation and other expenses, which consist of those costs directly associated with passenger ticket revenues, including travel advisor commissions, air and other transportation expenses, port costs that vary with passenger head counts and related credit card fees;

•Onboard and other expenses, which consist of the direct costs associated with onboard and other revenues, including the costs of products sold onboard our ships, vacation protection insurance premiums, costs associated with pre- and post-cruise tours and related credit card fees, as well as the minimal costs associated with concession revenues, as the costs are mostly incurred by third-party concessionaires, and costs incurred for the procurement and management related services we perform on behalf of our unconsolidated affiliates;

•Payroll and related expenses, which consist of costs for shipboard personnel (costs associated with our shoreside personnel are included in Marketing, selling and administrative expenses);

•Food expenses, which include food costs for both guests and crew;

•Fuel expenses, which include fuel and related delivery, storage and emission consumable costs and the financial impact of fuel swap agreements; and

•Other operating expenses, which consist primarily of operating costs such as repairs and maintenance, port costs that do not vary with passenger head counts, vessel related insurance, entertainment and gains and/or losses related to the sale of our ships, if any.

We do not allocate payroll and related expenses, food expenses, fuel expenses or other operating expenses to the expense categories attributable to passenger ticket revenues or onboard and other revenues since they are incurred to provide the total cruise vacation experience.

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Selected Operational and Financial Metrics

We utilize a variety of operational and financial metrics which are defined below to evaluate our performance and financial condition. As discussed in more detail herein, certain of these metrics are non-GAAP financial measures. These non-GAAP financial measures are provided along with the related GAAP financial measures as we believe they provide useful information to investors as a supplement to our consolidated financial statements, which are prepared and presented in accordance with GAAP. The presentation of non-GAAP financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

Adjusted EBITDA is a non-GAAP measure that represents EBITDA (as defined below) excluding certain items that we believe adjusting for is meaningful when assessing our profitability on a comparative basis. For the 2023 and 2022 periods, these items included (i) other income (expense); (ii) gain on sale of controlling interest; (iii) impairment and credit losses (recoveries); and (iv) restructuring charges and other initiative expenses. A reconciliation of Net Loss to Adjusted EBITDA is provided below under Results of Operations.

Adjusted Loss per Share ("Adjusted EPS") is a non-GAAP measure that represents Adjusted Net Loss (as defined below) divided by weighted average shares outstanding or by diluted weighted average shares outstanding, as applicable. We believe that this non-GAAP measure is meaningful when assessing our performance on a comparative basis. A reconciliation of Loss per Share to Adjusted Loss per share is provided below under Results of Operations.

Adjusted Net Loss is a non-GAAP measure that represents Net Loss excluding certain items that we believe adjusting for is meaningful when assessing our performance on a comparative basis. For the periods presented, these items included (i) loss on the extinguishment of debt; (ii) gain on sale of controlling interest; (iii) tax on the sale of PortMiami noncontrolling interest; (iv) Silver Whisper deferred tax liability release; (v) impairment and credit losses (recoveries); (vi) the amortization of the Silversea Cruises intangible assets resulting from the Silversea Cruises acquisition in 2018; and (vii) restructuring charges and other initiative expenses. A reconciliation of Net Loss to Adjusted Net Loss is provided below under Results of Operations.

Available Passenger Cruise Days (“APCD”) is our measurement of capacity and represents double occupancy per cabin multiplied by the number of cruise days for the period, which excludes canceled cruise days and cabins not available for sale. We use this measure to perform capacity and rate analysis to identify our main non-capacity drivers that cause our cruise revenue and expenses to vary.

EBITDA is a non-GAAP measure that represents Net Loss excluding (i) interest income; (ii) interest expense, net of interest capitalized; (iii) depreciation and amortization expenses; and (iv) income tax benefit or expense. We believe that this non-GAAP measure is meaningful when assessing our operating performance on a comparative basis. A reconciliation of Net Loss to EBITDA is provided below under Results of Operations.

Gross Cruise Costs represent the sum of total cruise operating expenses plus marketing, selling and administrative expenses.

Net Cruise Costs and Net Cruise Costs Excluding Fuel are non-GAAP measures that represent Gross Cruise Costs excluding commissions, transportation and other expenses and onboard and other expenses and, in the case of Net Cruise Costs Excluding Fuel, fuel expenses (each of which is described above under the Description of Certain Line Items heading). In measuring our ability to control costs in a manner that positively impacts net income, we believe changes in Net Cruise Costs and Net Cruise Costs Excluding Fuel to be the most relevant indicators of our performance. A reconciliation of Gross Cruise Costs to Net Cruise Costs and Net Cruise Costs Excluding Fuel is provided below under Results of Operations. For the periods presented, Net Cruise Costs and Net Cruise Costs Excluding Fuel excludes (i) the gain on sale of controlling interest; (ii) impairment and credit losses (recoveries); and (iii) restructuring and other initiative expenses.

Gross Margin Yield represent Gross Margin per APCD.

Adjusted Gross Margin represent Gross Margin, adjusted for payroll and related, fuel, food, other operating expenses, and depreciation and amortization. Gross Margin is calculated pursuant to GAAP as total revenues less total cruise operating expenses, and depreciation and amortization.

Net Yields represent Adjusted Gross Margin per APCD. We utilize Adjusted Gross Margin and Net Yields to manage our business on a day-to-day basis as we believe that they are the most relevant measures of our pricing performance because they reflect the cruise revenues earned by us net of our most significant variable costs, which are commissions, transportation and other expenses, and onboard and other expenses.

Occupancy ("Load Factor"), in accordance with cruise vacation industry practice, is calculated by dividing Passenger Cruise Days (as defined below) by APCD. A percentage in excess of 100% indicates that three or more passengers occupied some cabins.

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Passenger Cruise Days represent the number of passengers carried for the period multiplied by the number of days of their respective cruises.

A significant portion of our revenue and expenses are denominated in currencies other than the United States dollar. Because our reporting currency is the United States dollar, the value of these revenues and expenses can be affected by changes in currency exchange rates. Although such changes in local currency prices are just one of many elements impacting our revenues and expenses, they can be an important element. For this reason, we also monitor Net Yields, Net Cruise Costs and Net Cruise Costs Excluding Fuel as if the current period's currency exchange rates had remained constant with the comparable prior period's rates, or on a "Constant Currency" basis.

It should be emphasized that Constant Currency is primarily used for comparing short-term changes and/or projections. Changes in guest sourcing and shifting the amount of purchases between currencies can change the impact of the purely currency-based fluctuations.

The use of certain significant non-GAAP measures, such as Net Yields, Net Cruise Costs and Net Cruise Costs Excluding Fuel, allows us to perform capacity and rate analysis to separate the impact of known capacity changes from other less predictable changes which affect our business. We believe these non-GAAP measures provide expanded insight to measure revenue and cost performance in addition to the standard GAAP based financial measures. There are no specific rules or regulations for determining non-GAAP and Constant Currency measures, and as such, they may not be comparable to other companies within the industry.

We have not provided a quantitative reconciliation of projected non-GAAP financial measures to the most comparable GAAP financial measures because preparation of meaningful U.S.GAAP projections would require unreasonable effort. Due to significant uncertainty, we are unable to predict, without unreasonable effort, the future movement of foreign exchange rates, fuel prices and interest rates inclusive of our related hedging programs. In addition, we are unable to determine the future impact of non-core business related gains and losses which may result from strategic initiatives. These items are uncertain and could be material to our results of operations in accordance with U.S GAAP. Due to this uncertainty, we do not believe that reconciling information for such projected figures would be meaningful.

Results of Operations

Summary

Net loss and Adjusted Net loss for the first quarter of 2023 was $47.9 million and $58.9 million, or $(0.19) and $(0.23) per share on a diluted basis, respectively, reflecting our return to full operations, compared to Net Loss and Adjusted Net Loss of $(1.17) billion and $(1.16) billion, or $(4.58) and (4.57) per share on a diluted basis, respectively, for the first quarter of 2022.

Significant items for the quarter ended March 31, 2023 include:

•Total revenues, excluding the effect of changes in foreign currency exchange rates, increased $1.9 billion, respectively, for the quarter ended March 31, 2023 as compared to the same period in 2022. The increase reflects our return to full operations in 2023, compared to a partial return to operations during the same period in 2022. APCD for the first quarter ended March 31, 2023 was 11,233,489, compared to 7,692,906 in the same period in 2022.

•Total cruise operating expenses, excluding the effect of changes in foreign currency exchange rates, increased $0.6 billion , for the quarter ended March 31, 2023 as compared to the same period in 2022. The increase reflects our return to full operations in 2023, compared to a partial return to operations during the same period in 2022.

•In January 2023, we amended and extended the majority of our two unsecured revolving credit facilities. The amendment has extended the maturities of $2.3 billion of the $3.0 billion aggregate revolving capacity by one year to April 2025, with the remainder maturing in April 2024. Additionally, during the quarter ended March 31, 2023, we repaid $2.4 billion under our revolving credit facilities, resulting in an aggregate borrowing capacity of $2.6 billion under the facilities as of March 31, 2023.

•In February 2023, we issued $700 million aggregate principal amount of 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.

•Effective March 31, 2023, we closed on the previously announced partnership with iCON. As part of the transaction, we sold 80% of PortMiami for $208.9 million and retained a 20% minority interest. The partnership will own, develop,

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and manage cruise terminal facilities and infrastructure in key ports of call, initially including several development projects in Italy, Spain, and the U.S. Virgin Islands. Refer to Note 5. Investments and Other Assets in our consolidated financial statements for further information on the transaction.

For further information regarding the debt transactions discussed above, refer to Note 6. Debt to our consolidated financial statements.

Operating results for the quarter ended March 31, 2023 compared to the same period in 2022 are shown in the following table (in thousands, except per share data):

	Quarter Ended March 31,
	2023				2022
			% of Total Revenues				% of Total Revenues
Passenger ticket revenues	$	1,896,516	65.7	%	$	651,858	61.5	%
Onboard and other revenues	988,630		34.3	%	407,373		38.5	%
Total revenues	2,885,146		100.0	%	1,059,231		100.0	%
Cruise operating expenses:
Commissions, transportation and other	402,930		14.0	%	150,343		14.2	%
Onboard and other	158,635		5.5	%	74,439		7.0	%
Payroll and related	309,998		10.7	%	349,618		33.0	%
Food	199,391		6.9	%	100,184		9.5	%
Fuel	301,513		10.5	%	188,480		17.8	%
Other operating	420,438		14.6	%	321,878		30.4	%
Total cruise operating expenses	1,792,905		62.1	%	1,184,942		111.9	%
Marketing, selling and administrative expenses	460,855		16.0	%	394,030		37.2	%
Depreciation and amortization expenses	359,773		12.5	%	339,467		32.0	%
Operating Income (Loss)	271,613		9.4	%	(859,208)		(81.1)	%
Other (expense) income:
Interest income	14,808		0.5	%	3,322		0.3	%
Interest expense, net of interest capitalized	(359,387)		(12.5)	%	(277,659)		(26.2)	%
Equity investment income (loss)	20,471		0.7	%	(31,059)		(2.9)	%
Other income (expense)	4,585		0.2	%	(2,538)		(0.2)	%
	(319,523)		(11.1)	%	(307,934)		(29.1)	%
Net Loss	$	(47,910)	(1.7)	%	$	(1,167,142)	(110.2)	%
Diluted Loss per Share	$	(0.19)			$	(4.58)

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Adjusted Net Loss and Adjusted Loss per Share were calculated as follows (in thousands, except per share data):

	Quarter Ended March 31,
	2023		2022
Net Loss	$	(47,910)	$	(1,167,142)
Loss on extinguishment of debt	13,289		—
Gain on sale of controlling interest (1)	(3,130)		—
PortMiami tax on sale of noncontrolling interest (2)	10,020		—
Silver Whisper deferred tax liability release (3)	(25,784)		—
Impairment and credit losses (recoveries) (4)	(6,990)		173
Amortization of Silversea Cruises intangible assets related to Silversea Cruises acquisition (5)	1,623		1,623
Restructuring charges and other initiative expenses	—		973
Adjusted Net Loss	$	(58,882)	$	(1,164,373)
Basic:
Loss per Share	$	(0.19)	$	(4.58)
Adjusted Loss per Share	$	(0.23)	$	(4.57)
Diluted:
Loss per Share	$	(0.19)	$	(4.58)
Adjusted Loss per Share	$	(0.23)	$	(4.57)
Weighted-Average Shares Outstanding:
Basic	255,465		254,821
Diluted	255,465		254,821

(1)Represents gain on sale of controlling interest in cruise terminal facilities in Italy. Included in Other operating within our consolidated statements of comprehensive loss.

(2)Represents tax on the PortMiami sale of noncontrolling interest. These amounts are included in Other income (expense) in our consolidated statements of comprehensive loss. Refer to Note 5. Investments and Other Assets to our consolidated financial statements for further information on the transaction.

(3)Represents the release of the deferred tax liability subsequent to the execution of the bargain purchase option for the Silver Whisper. These amounts are included in Other income (expense) within our consolidated statements of comprehensive loss.

(4)Represents asset impairments and credit loss recoveries for notes receivables for which credit losses were previously recorded. These amounts are included in Other operating within our consolidated statements of comprehensive loss.

(5)Represents the amortization of the Silversea Cruises intangible assets resulting from the 2018 Silversea Cruises acquisition.

Selected statistical information is shown in the following table:

	Quarter Ended March 31,
	2023		2022
Passengers Carried	1,806,270		734,809
Passenger Cruise Days	11,474,742		4,418,899
APCD	11,233,489		7,692,906
Occupancy	102.1	%	57.4	%

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EBITDA and Adjusted EBITDA were calculated as follows (in thousands):

	Quarter Ended March 31,
	2023		2022
Net Loss	$	(47,910)	$	(1,167,142)
Interest income	(14,808)		(3,322)
Interest expense, net of interest capitalized	359,387		277,659
Depreciation and amortization expenses	359,773		339,467
Income tax (benefit) expense (1)	(8,343)		6,578
EBITDA	648,099		(546,760)
Other expense (income) (2)	3,758		(4,040)
Gain on sale of controlling interest (3)	(3,130)		—
Impairment and credit losses (recoveries) (4)	(6,990)		173
Restructuring charges and other initiative expenses	—		973
Adjusted EBITDA	$	641,737	$	(549,654)

(1) Included in Other income (expense) within our consolidated statements of comprehensive loss.

(2) Represents net non-operating income or expense. For the periods reported, primarily relates to gains or losses arising from the remeasurement of monetary assets and liabilities denominated in foreign currencies. The amount excludes income tax (benefit) expense, included in the EBITDA calculation above.

(3)    Represents gain on sale of controlling interest in cruise terminal facilities in Italy. Included in Other operating within our consolidated statements of comprehensive loss.

(4) Represents asset impairments and credit loss recoveries for notes receivables for which credit losses were previously recorded. These amounts are included in Other operating within our consolidated statements of comprehensive loss.

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Gross Margin Yields and Net Yields were calculated by dividing Gross Margin and Adjusted Gross Margin by APCD as follows (in thousands, except APCD and Yields):

	Quarter Ended March 31,
	2023		2022
Total revenue	$	2,885,146	$	1,059,231
Less:
Cruise operating expenses	1,792,905		1,184,942
Depreciation and amortization expenses	359,773		339,467
Gross Margin	732,468		(465,178)
Add:
Payroll and related	309,998		349,618
Food	199,391		100,184
Fuel	301,513		188,480
Other operating	420,438		321,878
Depreciation and amortization expenses	359,773		339,467
Adjusted Gross Margin	$	2,323,581	$	834,449
APCD	11,233,489		7,692,906
Gross Margin Yields	$	65.20	$	(60.47)
Net Yields	$	206.84	$	108.47

`

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Gross Cruise Costs, Net Cruise Costs and Net Cruise Costs Excluding Fuel were calculated as follows (in thousands, except APCD and costs per APCD):

	Quarter Ended March 31,
	2023		2022
Total cruise operating expenses	$	1,792,905	$	1,184,942
Marketing, selling and administrative expenses	460,855		394,030
Gross Cruise Costs	2,253,760		1,578,972
Less:
Commissions, transportation and other	402,930		150,343
Onboard and other	158,635		74,439
Net Cruise Costs Including Other Costs	1,692,195		1,354,190
Less:
Gain on sale of controlling interest (1)	(3,130)		—
Impairment and credit recoveries (2)	(6,990)		173
Restructuring charges and other initiative expenses (3)	—		973
Net Cruise Costs	1,702,315		1,353,044
Less:
Fuel	301,513		188,480
Net Cruise Costs Excluding Fuel	$	1,400,802	$	1,164,564
APCD	11,233,489		7,692,906
Gross Cruise Costs per APCD	$	200.63	$	205.25
Net Cruise Costs per APCD	$	151.54	$	175.88
Net Cruise Costs Excluding Fuel per APCD	$	124.70	$	151.38

(1) Represents gain on sale of controlling interest in cruise terminal facilities in Italy. Included in Other operating within our consolidated statements of comprehensive loss

(2) Represents asset impairments and credit losses recoveries for notes receivables for which credit losses were previously recorded. Included in Other operating within our consolidated statements of comprehensive loss.

(3) Included in Marketing, selling and administrative expenses within our consolidated statements of comprehensive loss.

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Quarter Ended March 31, 2023 Compared to Quarter Ended March 31, 2022

In this section, references to 2023 refer to the quarter ended March 31, 2023 and references to 2022 refer to the quarter ended March 31, 2022.

Revenues

Total revenues for 2023 increased $1.8 billion to $2.9 billion from $1.1 billion in 2022.

Passenger ticket revenues comprised 65.7% of our 2023 total revenues. Passenger ticket revenues for 2023 increased by $1.2 billion, or 190.9% to $1.9 billion from $0.7 billion in 2022.

The remaining 34.3% of 2023 total revenues was comprised of Onboard and other revenues, which increased $0.6 billion, or 142.7% to $1.0 billion in 2023 from $407.4 million in 2022.

The increase in revenues reflects our return to full operations in 2023, compared to a partial return to operations during the same period in 2022. Occupancy in 2023 was 102.1% compared to 57.4% in 2022.

Onboard and other revenues included concession revenues of $104.0 million in 2023 and $48.4 million in 2022.

Cruise Operating Expenses

Total Cruise operating expenses for 2023 increased $0.6 billion to $1.8 billion from $1.2 billion in 2022. The increase was primarily due to:

•a $252.6 million increase in Commissions, transportation and other expenses;

•a $113.0 million increase in Fuel expense;

•a $99.2 million increase in Food expense;

•a $98.6 million increase in Other operating expenses; and

•a $84.2 million increase in Onboard and other expenses.

The increase in operating expenses noted above reflects our return to full operations in 2023, compared to a partial return to operations during the same period in 2022. Additionally, high inflation has impacted our operating costs, especially in fuel and food expense. Our cost of fuel (net of the financial impact of fuel swap agreements) for 2023 increased 25% per metric ton compared to 2022 mainly due to the increase in fuel price.

Marketing, Selling and Administrative Expenses

Marketing, selling and administrative expenses for 2023 increased $66.8 million, or 17.0%, to $460.9 million from $394.0 million in 2022. The increase reflects our return to full operations in 2023, compared to a partial return to operations during the same period in 2022. Additionally, the 2022 expenses reflect the ramp up of our global sales and marketing efforts to return to full operations in 2022.

Depreciation and Amortization Expenses 

Depreciation and amortization expenses for 2023 increased $20.3 million, or 6.0%, to $359.8 million from $339.5 million in 2022. The increase was primarily due to depreciation expenses for Celebrity Beyond and Silver Endeavour ships, which were not part of our fleet during the same period in 2022.

Other (Expense) Income

Interest expense, net of interest capitalized for 2023 increased $81.7 million, or 29.4%, to $359.4 million from $277.7 million in 2022. The increase was primarily due to refinancing transactions after the first quarter of 2022, as well as the impact of higher rates on floating-rate debt.

Equity investment income for 2023 was $20.5 million compared to Equity investment loss of $31.1 million in 2022. The increase in income was primarily due to income from TUI Cruises, one of our equity investments, in 2022 compared to losses in 2022.

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Other Comprehensive (Loss) Income

Other comprehensive (loss) was $(34.7) million in 2023 compared to Other comprehensive income of $216.3 million in 2022. The decrease of $251.0 million, or 116.1% was primarily due to Losses on cash flow derivative hedges in 2023 of $31.7 million compared to a Gain on cash flow derivative hedges in 2022 of $195.9 million, mostly as a result of a significant decrease in fair value of our fuel swaps in 2023 compared to 2022.

Future Application of Accounting Standards

Refer to Note 2. Summary of Significant Accounting Policies to our consolidated financial statements.

Liquidity and Capital Resources

Sources and Uses of Cash

Net cash provided by (used in) operating activities increased $1.8 billion to cash provided by of $1.3 billion for the three months ended March 31, 2023 compared to cash used of $0.5 billion for the same period in 2022. The increase was primarily attributable to our return to full operations in 2023, compared to a partial return to operations during the same period in 2022, and an increase in proceeds from customer deposits in 2023 compared to the same period in 2022.

Net cash used in investing activities decreased $1.2 billion to cash used of $234.1 million for the three months ended March 31, 2023, compared to cash used of $1.4 billion for the same period in 2022. The decrease was primarily attributable to a decrease in capital expenditures of $1.1 billion during 2023, compared to the same period in 2022, due to the delivery of Wonder of the Seas in 2022 compared to no ship deliveries during the same period in 2023.

Net cash used in financing activities was $1.8 billion for the three months ended March 31, 2023, compared to cash provided by financing activities of $1.2 billion for the same period in 2022. The change of $3.0 billion was primarily attributable to a decrease of $1.6 billion in debt proceeds in 2023 compared to the same period in 2022, and an increase in repayments of debt of $1.7 billion in 2023 compared to the same period in 2022. The change is partially offset by proceeds received of $209.3 million for the sale of noncontrolling interest of PortMiami during the quarter ended March 31, 2023.

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Future Capital Commitments

Capital Expenditures

Our future capital commitments consist primarily of new ship orders. As of March 31, 2023, the dates that the ships on order by our Global and Partner Brands are expected to be delivered, subject to change in the event of construction delays, and their approximate berths are as follows:

Ship	Shipyard	Expected delivery	Approximate Berths
Royal Caribbean International —
Oasis-class:
Utopia of the Seas	Chantiers de l'Atlantique	2nd Quarter 2024	5,700
Icon-class:
Icon of the Seas	Meyer Turku Oy	4th Quarter 2023	5,600
Unnamed	Meyer Turku Oy	2nd Quarter 2025	5,600
Unnamed	Meyer Turku Oy	2nd Quarter 2026	5,600
Celebrity Cruises —
Edge-class:
Celebrity Ascent	Chantiers de l'Atlantique	4th Quarter 2023	3,250
Silversea Cruises
Evolution Class:
Silver Nova	Meyer Werft	2nd Quarter 2023	730
Silver Ray	Meyer Werft	2nd Quarter 2024	730
TUI Cruises (50% joint venture) —
Mein Schiff 7	Meyer Turku Oy	2nd Quarter 2024	2,900
Unnamed	Fincantieri	4th Quarter 2024	4,100
Unnamed	Fincantieri	2nd Quarter 2026	4,100
Total Berths			38,310

In addition, as of March 31, 2023, we have an agreement in place with Chantiers de l’Atlantique to build an additional Edge-class ship with capacity of approximately 3,250 berths, estimated for delivery in 2025, which is contingent upon completion of conditions precedent and financing.

Our future capital commitments consist primarily of new ship orders. As of March 31, 2023, the aggregate expected cost of our ships on order presented in the table above, excluding any ships on order by our Partner Brands, was $10.2 billion, of which we had deposited $0.9 billion. Approximately 49.2% of the aggregate cost was exposed to fluctuations in the Euro exchange rate at March 31, 2023. Refer to Note 8. Commitments and Contingencies and Note 11. Fair Value Measurements and Derivative Instruments to our consolidated financial statement.

As of March 31, 2023, we anticipate overall full year capital expenditures, based on our existing ships on order, will be approximately $4.2 billion for 2023. This amount does not include any ships on order by our Partner Brands.

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Material Cash Requirements

As of March 31, 2023, our material cash requirements were as follows (in thousands):

	Remainder of
	2023		2024		2025		2026		2027		Thereafter		Total
Operating Activities:
Interest on debt(1)	$	849,009	$	1,202,768	$	1,089,901	$	833,427	$	700,903	$	1,237,058	$	5,913,066
Other(2)	121,999		129,961		123,002		121,241		118,424		859,471		1,474,098
Investing Activities:
Ship purchase obligations(3)	2,701,378		1,894,327		1,329,279		1,259,517		—		—		7,184,501
Total	$	3,672,386	$	3,227,056	$	2,542,182	$	2,214,185	$	819,327	$	2,096,529	$	14,571,665

(1)  Long-term debt obligations mature at various dates through fiscal year 2037 and bear interest at fixed and variable rates. Interest on variable-rate debt is calculated based on forecasted debt balances, including the impact of interest rate swap agreements, using the applicable rate at March 31, 2023. Debt denominated in other currencies is calculated based on the applicable exchange rate at March 31, 2023.

(2) Amounts primarily represent future commitments with remaining terms in excess of one year to pay for our usage of certain port facilities, marine consumables, services and maintenance contracts.

(3)    Amounts are based on contractual installment and delivery dates for our ships on order. Included in these figures are $5.8 billion in final contractual installments, which have committed financing covering 80% of the cost of the ships on order for our Global Brands, almost all of which include sovereign financing guarantees. Amounts do not include potential obligations which remain subject to cancellation at our sole discretion or any agreements entered for ships on order that remain contingent upon completion of conditions precedent.

Refer to Note 6. Debt for maturities related to debt.

Refer to Note 7. Leases for maturities related to lease liabilities.

Refer to Funding Needs and Sources for discussion on the planned funding of the above material cash requirements.

As a normal part of our business, depending on market conditions, pricing and our overall growth strategy, we continuously consider opportunities to enter into contracts for the building of additional ships. We may also consider the sale of ships or the purchase of existing ships. We continuously consider potential acquisitions and strategic alliances. If any of these were to occur, they would be financed through the incurrence of additional indebtedness, the issuance of additional shares of equity securities or through cash flows from operations.

Off-Balance Sheet Arrangements

Refer to Note 5. Investments and Other Assets for ownership restrictions related to TUI Cruises.

Refer to Note 3. Revenues for credit card processor agreements for export credit agency guarantees.

Refer to Note 8. Commitments and Contingencies for other agreements.

As of March 31, 2023, other than the items referenced above, we are not party to any other off-balance sheet arrangements, including guarantee contracts, retained or contingent interest, certain derivative instruments and variable interest entities, that either have, or are reasonably likely to have, a current or future material effect on our financial position.

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Funding Needs and Sources

Historically, we have relied on a combination of cash flows provided by operations, draw-downs under our available credit facilities, the incurrence of additional debt and/or the refinancing of our existing debt and the issuance of additional shares of equity securities to fund our obligations. As a result of the global pandemic impact of COVID-19, we paused our guest cruise operations in March 2020 and began resuming guest cruise operations in 2021, with our full fleet in service by June 2022.

The Company continually identifies and evaluates actions to maintain adequate liquidity. These include, and are not limited to: further reductions in capital expenditures, operating expenses and administrative costs and additional financings. Additionally, we will continue to pursue various opportunities to raise capital to fund obligations associated with future debt maturities and/or to extend the maturity dates associated with our existing indebtedness or facilities. If needed, actions to raise capital may include issuances of debt, convertible debt or equity in private or public transactions or entering into new or extended credit facilities.

We have significant contractual obligations of which our debt service obligations and the capital expenditures associated with our ship purchases represent our largest funding needs. As of March 31, 2023, we had $7.8 billion of committed financing for our ships on order.

As of March 31, 2023, our obligations due through March 31, 2024 primarily consisted of $2.1 billion related to debt maturities, $1.3 billion related to interest on debt and $2.7 billion related to progress payments on our ship orders and, based on the expected delivery date, the final installment payable due upon the delivery of Silver Nova, Icon of the Seas, and Celebrity Ascent.

As of March 31, 2023, we had liquidity of $3.9 billion, including cash and cash equivalents of $1.2 billion, and $2.6 billion of undrawn revolving credit facility capacity. Our revolving credit facilities were partially utilized through a combination of amounts drawn and letters of credit issued under the facilities as of March 31, 2023. We have agreed with certain of our lenders not to pay dividends or engage in stock repurchases unless we repay the remaining principal payments that were deferred under our export credit facilities in 2020 and 2021. Refer to Note 6. Debt and Note 9. Shareholders' Equity to our consolidated financial statements for further information.

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.

Based on our assumptions and estimates and our financial condition, we believe that we have sufficient financial resources to fund our obligations for at least the next twelve months from the issuance of these financial statements. However, there is no assurance that our assumptions and estimates are accurate as there is inherent uncertainty in our ability to predict future liquidity requirements. Refer to Note 1. General, to our consolidated financial statements under Part I. Item 1. Financial Statements for further information.

Debt Covenants

Our export credit facilities and our non-export credit facilities, and certain of our credit card processing agreements contain covenants that require us, among other things, to maintain a fixed charge coverage ratio, limit our net debt-to-capital ratio, and maintain a minimum liquidity, and under certain facilities, to maintain a minimum level of shareholders' equity. Our minimum stockholders' equity and maximum net debt-to-capital calculations exclude the impact of Accumulated other comprehensive loss on Total shareholders’ equity. In 2021 and 2022, the financial covenant levels were modified for 2023 and 2024. As of March 31, 2023, we were in compliance with our financial covenants and we estimate that we will be in compliance for at least the next twelve months.

Dividends

The declaration of dividends shall at all times be subject to the final determination of our board of directors that a dividend is prudent at that time in consideration of the needs of the business. In the event we declare a dividend or engage in share repurchases, we will need to repay the amounts deferred under our export credit facilities. Accordingly, we have not declared a dividend since the first quarter of 2020.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

For a discussion of our market risks, refer to Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our Annual Report on Form 10-K for the year ended December 31, 2022. There have been no material changes to our exposure to market risks since the date of our 2022 Annual Report.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our President and Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon such evaluation, our President and Chief Executive Officer and Chief Financial Officer concluded that those controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our President and Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Securities and Exchange Commission (the "SEC").

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Exchange Act Rule 13a-15(d) during the quarter ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there is only reasonable assurance that our controls will succeed in achieving their goals under all potential future conditions.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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 alleges it holds an interest in the Havana Cruise Port Terminal, which 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 plaintiff seeks 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 and the plaintiff has cross-appealed with regards to the interest calculation used for purposes of determining damages. We believe we have meritorious grounds for and intend to vigorously pursue our appeal. During the fourth quarter of 2022, we recorded a charge of approximately $130.0 million to Other income (expense) within our consolidated statements of comprehensive loss related to the Havana Docks Action, including post-judgment interest and related legal defense costs and bonding fees.

In addition, we are routinely involved in claims typical within the cruise vacation industry. The majority of these claims are covered by insurance. We believe the outcome of such claims, net of expected insurance recoveries, will not have a material adverse impact on our financial condition or results of operations and cash flows.

Item 1A. Risk Factors

The risk factors set forth below and elsewhere in this Quarterly Report on Form 10-Q are important factors that could cause actual results to differ from expected or historical results. It is not possible to predict or identify all such risks. There may be additional risks that we consider not to be material, or which are not known, and any of these risks could affect our operations. The ordering of the risk factors set forth below is not intended to reflect a risk's potential likelihood or magnitude. See Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations for a cautionary note regarding forward-looking statements.

Macroeconomic, Business, Market and Operational Risks

Adverse economic or other conditions could reduce the demand for cruises and passenger spending, adversely impacting our operating results, cash flows and financial condition including impairing the value of our goodwill, ships, trademarks and other assets and potentially affecting other critical accounting estimates where the impact may be material to our operating results.

Demand for cruises is affected by international, national, and local economic conditions. Weak or uncertain economic conditions may impact consumer confidence and pose a risk as vacationers postpone or reduce discretionary spending. This, in turn, may result in cruise booking slowdowns, decreased cruise prices and lower onboard revenues. Given the global nature of our business, we are exposed to many different economies, and our business could be negatively impacted by challenging conditions in any of the markets in which we operate, and/or related reactions by our competitors in such markets.

Our operating costs could increase due to market forces and economic or geopolitical factors beyond our control.

Our operating costs, including fuel, food, payroll and benefits, airfare, taxes, insurance, and security costs, can be and have been subject to increases due to market forces and economic or geopolitical conditions or other factors beyond our control, including global inflationary pressures, which have increased our operating costs. Increases in these operating costs have affected, and may continue to adversely affect, our future profitability.

In particular, increases in fuel prices have and could continue to materially and adversely affect our business as fuel prices impact not only our fuel costs, but also some of our other expenses, such as crew travel, freight, and commodity prices. Mandatory fuel restrictions may also create uncertainty related to the price and availability of certain fuel types potentially impacting operating costs.

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Price increases for commercial airline services for our guests or major changes or reduction in commercial airline services and/or availability could adversely impact the demand for cruises and undermine our ability to provide reasonably priced vacation packages to our guests.

Many of our guests depend on scheduled commercial airline services to transport them to or from the ports where our cruises embark or disembark. Increases in the price of airfare would increase the overall price of the cruise vacation to our guests, which may adversely impact demand for our cruises. In addition, changes in the availability and/or regulations governing commercial airline services could adversely affect our guests’ ability to obtain air travel, as well as our ability to transfer our guests to or from our cruise ships, which could adversely affect our results of operations.

Terrorist attacks, war, and other similar events could have a material adverse impact on our business and results of operations.

We are susceptible to a wide range of adverse events, including terrorist attacks, war, conflicts, civil unrest and other hostilities. The occurrence of these events or an escalation in the frequency or severity of them, and the resulting political instability, travel restrictions and advisories and concerns over safety and security aspects of traveling or the fear of any of the foregoing, have had, and could have in the future, a significant adverse impact on demand and pricing in the travel and vacation industry. These events could also result in additional security measures taken by local authorities which have, and may in the future, impact access to ports and/or destinations. In addition, such events have led, and could lead, to disruptions, instability and volatility in global markets, supply chains and industries, increased operating costs, such as fuel and food, and disruptions affecting our newbuild construction and fleet modernization efforts, any of which could materially and adversely impact our business and results of operations. Further, such events could have the effect of heightening the other risks we have described in this report, any of which also could materially and adversely affect our business and results of operations.

Disease outbreaks and an increase in concern about the risk of illness could adversely impact our business and results of operations, and may cause significant disruptions, create new risks, and exacerbate existing risks.

Disease outbreaks and increased concern related to illness when traveling to, from, and on our ships such as COVID-19 could cause a drop in demand for cruises, guest cancellations, travel restrictions, an unavailability of ports and/or destinations, cruise cancellations, ship redeployments and an inability to source our crew, provisions or supplies from certain places. In addition, we may be subject to increased concerns that cruises are more susceptible than other vacation alternatives to the spread of infectious diseases. For example, the unprecedented responses by governments and other authorities to control and contain the COVID-19 outbreak, including related variants, led to our voluntary suspension of our global cruise operations starting in March 2020. While we have resumed our global cruise operations, there is no assurance that our cruise operations will continue uninterrupted. In response to disease outbreaks, our industry, including our passengers and crew, may be subject to enhanced health and safety requirements in the future which may be costly and take a significant amount of time to implement across our fleet. For example, local governments may establish their own set of rules for self-quarantines and/or require proof of individuals' health status or vaccination prior to or upon visiting. Based on our assessment of these requirements and recommendations, or for other reasons, we may determine it necessary to cancel or modify certain of our Global Brands’ cruise sailings. The impact of any of these factors could have a material adverse effect on our business and results of operations. In addition, any operating or health protocols that we may develop or that may be required by law in the future in response to infectious diseases may be costly to develop and implement and may be less effective than we expected in reducing the risk of infection and spread of such disease on our cruise ships, all of which will negatively impact our operations and expose us to reputational and legal risks.

Incidents on ships, at port facilities, land destinations and/or affecting the cruise vacation industry in general, and the associated negative media coverage and publicity, have affected and could continue to affect our reputation and impact our sales and results of operations.

Cruise ships, private destinations, port facilities and shore excursions operated and/or offered by us and third parties may be susceptible to the risk of accidents, illnesses, mechanical failures, environmental incidents and other incidents which could bring into question safety, health, security and vacation satisfaction and negatively impact our sales, operations and reputation. Incidents involving cruise ships, and, in particular the safety, health and security of guests and crew and the media coverage thereof, including those related to the COVID-19 pandemic, have impacted and could continue to impact demand for our cruises and pricing in the industry. In particular, we cannot predict the impact on our financial performance and the public’s concern regarding the health and safety of travel, especially by cruise ship, and related decreases in demand for travel and cruising. Moreover, our ability to attract and retain guests and crew depends, in part, upon the perception and reputation of our company and our brands and the public’s concerns regarding the health and safety of travel generally, as well as regarding the cruising industry and our ships specifically. Our reputation and our business could also be damaged by continued or additional negative publicity regarding the cruise industry in general, including publicity regarding the spread of contagious disease such as COVID-19, over-tourism in key ports and destinations and the potentially adverse environmental impacts of cruising. The

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considerable expansion in the use of social and digital media has compounded the potential scope and reach of any negative publicity. In addition, incidents involving cruise ships may result in additional costs to our business, increasing government or other regulatory oversight and, in certain cases, potential litigation.

Significant weather, climate events and/or natural disasters could adversely impact our business and results of operations.

Natural disasters (e.g., earthquakes, volcanos, wildfires), weather and/or climate events (including hurricanes and typhoons) could impact our source markets and operations resulting in travel restrictions, guest cancellations, an inability to source our crew or our provisions and supplies from certain places. We are often forced to alter itineraries and occasionally cancel a cruise or a series of cruises or to redeploy our ships due to these types of events, which could have an adverse effect on our sales, operating costs and profitability in the current and future periods. Increases in the frequency, severity or duration of these types of events could exacerbate their impact and disrupt our operations or make certain destinations less desirable or unavailable impacting our revenues and profitability further. Any of the foregoing could have an adverse impact on our results of operations and on industry performance.

Our sustainability activities, including environmental, social and governance (ESG) matters, could result in reputational risks, increased costs and other risks.

Customers, investors, lenders, regulators and other industry stakeholders have placed increasing importance on corporate ESG practices and on the implications and social cost of their investments, which could cause us to incur additional costs and changes to our operations. If our ESG practices or disclosures do not meet stakeholders' evolving expectations and standards, our customer and employee retention, our access to certain types of capital, including export credit financing, and our brands and reputation may be negatively impacted, which could affect our business operations and financial condition. We could also incur additional costs and require additional resources to monitor, report and comply with various ESG practices, which could increase our operating costs and affect our results of operations and financial condition.

In addition, from time to time, we communicate certain initiatives regarding climate change and other ESG matters. We could fail or be perceived to fail to achieve such initiatives, which may negatively affect our reputation. The future adoption of new technology or processes to achieve the initiatives could also result in the impairment of existing assets.

Our reliance on shipyards, their subcontractors and our suppliers to implement our newbuild and ship upgrade programs and to repair and maintain our ships exposes us to risks which could adversely impact our business.

We rely on shipyards, their subcontractors and our suppliers to effectively construct our new ships and to repair, maintain, and upgrade our existing ships on a timely basis and in a cost effective manner. There are a limited number of shipyards with the capability and capacity to build, repair, maintain and/or upgrade our ships. As such, any disruptions affecting the newbuild or fleet modernization supply chain will adversely impact our business as there are limited substitutes.

Suspensions and/or slowdowns of work at shipyards, have impacted and could continue to impact our ability to construct new ships as planned, our ability to timely and cost-effectively procure new capacity, and our ability to execute scheduled drydocks and/or fleet modernizations. For instance, the effects of the COVID-19 pandemic on the shipyards, their subcontractors, and our suppliers have resulted in delays in our previously scheduled ship deliveries. Variations from our plan could have a significant negative impact on our business operations and financial condition.

Building, repairing, maintaining and/or upgrading a ship is sophisticated work that involves significant risks. Material increases in commodity and raw material prices, and other cost pressures impacting the construction of a new ship, such as the cost of labor and financing, could adversely impact the shipyard’s ability to build the ship on a cost-effective basis. We may be impacted if shipyards, their subcontractors, and/or our suppliers encounter financial difficulties, supply chain, technical or design problems when building or repairing a ship. These problems have impacted and may in the future impact the timely delivery or cost of new ships or the ability of shipyards to repair and upgrade our fleet in accordance with our needs or expectations. In addition, delays, mechanical faults and/or unforeseen incidents may result in cancellation of cruises or delays of new ship orders or necessitate unscheduled drydocks. Such events could result in lost revenue, increased operating expenses, or both, and thus adversely affect our results of operations.

An increase in capacity worldwide or excess capacity in a particular market could adversely impact our cruise sales and/or pricing.

Although our ships can be redeployed, cruise sales and/or pricing may be impacted by the introduction of new ships into the marketplace, reductions in cruise capacity, overall market growth and deployment decisions of ourselves and our competitors. As of March 31, 2023, a total of 46 new ships with approximately 98,887 berths were on order for delivery through 2028 in the cruise industry, including 10 ships currently scheduled to be delivered to our Global and Partner Brands.

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The further net growth in capacity from these new ships and future orders, without an increase in the cruise industry’s demand and/or share of the vacation market, could depress cruise prices and impede our ability to achieve yield improvement.

In addition, to the extent that we or our competitors deploy ships to a particular itinerary/region and the resulting capacity in that region exceeds the demand, it may negatively affect our pricing and profitability. Any of the foregoing could have an adverse impact on our results of operations, cash flows and financial condition, including potentially impairing the value of our ships and other assets.

Unavailability of ports of call may adversely affect our results of operations.

We believe that port destinations are a major reason why guests choose to go on a particular cruise or on a cruise vacation. The availability of ports and destinations is affected by a number of factors, including industry demand and competition for key ports and destinations, existing capacity constraints, constraints related to the size of certain ships, security, financial limitations on port development, exclusivity arrangements that ports may have with our competitors, geopolitical developments, local governmental regulations, environmental regulations, and governmental response to disease outbreaks. Higher fuel costs also may adversely impact the destinations on certain of our itineraries as they become too costly to include.

In addition, certain ports and destinations have faced a surge of both cruise and non-cruise tourism which, in certain cases, has fueled anti-tourism sentiments and related countermeasures to limit the volume of tourists allowed in these destinations. In certain destinations, countermeasures to limit the volume of tourists have been contemplated and/or put into effect, including proposed limits on cruise ships and cruise passengers, which could limit the itinerary and destination options we can offer our passengers going forward.

Increased demand and competition for key ports of call or destinations, limitations on the availability or feasibility of use of specific ports of call and/or constraints on the availability of shore excursions and other service providers at such ports or destinations could adversely affect our operations and financial results.

We may lose business to competitors throughout the vacation market.

We operate in the vacation market and cruising is one of many alternatives for people choosing a vacation. We, therefore, risk losing business not only to other cruise lines, but also to other vacation operators, which provide other leisure options, including hotels, resorts, internet-based alternative lodging sites and package holidays and tours.

We face significant competition from other cruise lines on the basis of cruise pricing, travel advisor preference and also in terms of the nature of ships, services and destinations that we offer to guests. Our revenues are sensitive to the actions of other cruise lines in many areas including pricing, scheduling, capacity and promotions, which can have a substantial adverse impact not only on our revenues, but also on overall industry revenues.

In the event that we do not effectively market or differentiate our cruise brands from our competitors or otherwise compete effectively with other vacation alternatives and new or existing cruise companies, our results of operations and financial position could be adversely affected.

If we are unable to appropriately manage our cost and capital allocation strategies with our goal of satisfying guest expectations, it may adversely impact our business success.

We strive to provide high quality products and deliver high quality services. There can be no assurance that we can successfully balance these goals with our cost management and capital allocation strategies. Our business also requires us to make capital allocation decisions across a broad scope of investment options with varying return profiles and time horizons for value realization. These include significant capital investment decisions such as ordering new ships, upgrading our existing fleet, enhancing our technology and/or data capabilities and expanding our portfolio of land-based assets, based on expected market preferences, competition and projected demand. There can be no assurance that our strategies will be successful, which could adversely impact our business, financial condition and results of operations. For example, our ownership and operation of older tonnage, in particular during the business disruption caused by COVID-19, has resulted in impaired asset values due to expected returns less than the carrying value of the assets.

Our attempts to expand our business into new markets and new ventures may not be successful.

We opportunistically seek to grow our business through, among other things, expansion into new destinations or source markets and establishment of new ventures complementary to our current offerings. These attempts to expand our business increase the complexity of our business, require significant levels of investment and can strain our management, personnel, operations and systems. In addition, we may be unable to execute our attempts to expand our business. There can be no assurance that these business expansion efforts will develop as anticipated or that we will succeed, and if we do not, we may be unable to recover our investment, which could adversely impact our business, financial condition and results of operations.

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Risks associated with our development and operation of key land-based destination projects may adversely impact our business or results of operations.

We have invested, either directly or indirectly through joint ventures and partnerships, in a growing portfolio of key land-based projects including port and terminal facilities, private destinations and multi-brand destination projects. These investments can increase our exposure to certain key risks depending on the scope, location, and the ownership and management structure of these projects. These risks include susceptibility to weather events, exposure to local political/regulatory developments and policies, logistical challenges and human resource and labor risks and safety, environmental, and health risks, including challenges posed by the COVID-19 pandemic and its effects locally where we have these projects and relationships.

Our reliance on travel advisors to sell and market our cruises exposes us to certain risks which could adversely impact our business.

We rely on travel advisors to generate bookings for our ships. Accordingly, we must maintain competitive commission rates and incentive structures. If we fail to offer competitive compensation packages or fail to maintain our relationships, these agencies may be incentivized to sell cruises offered by our competitors, which could adversely impact our operating results. Our reliance on third-party sellers is particularly pronounced in certain markets. In addition, the travel advisor community is sensitive to economic conditions that impact discretionary income of consumers. Significant disruptions, such as those caused by the COVID-19 pandemic, or contractions in the industry could reduce the number of travel advisors available for us to market and sell our cruises, which could have an adverse impact on our financial condition and results of operations. Additionally, the strength of our recovery from suspended operations could be delayed if we are not aligned and partnered with key travel advisors.

Business activities that involve our co-investments with third parties may subject us to additional risks.

Partnerships, joint ventures and other business structures involving our co-investments with third parties generally include some form of shared control over the operations of the business and create additional risks, including the possibility that other investors in such ventures become bankrupt or otherwise lack the financial resources to meet their obligations or could have or develop business interests, policies or objectives that are inconsistent with ours. In addition to financial risks, our co-investment activities have also presented managerial and operational risks and expose us to reputational or legal concerns. These or other issues related to our co-investments with third parties could adversely impact our operations or liquidity. Further, due to the arrangements we have in place with our partners in these ventures, we are limited in our ability to control the strategy of these ventures, or their use of capital and other key factors to their results of operation, which could adversely affect our investments and impact our results of operations.

Past or pending business acquisitions or potential acquisitions that we may decide to pursue in the future carry inherent risks which could adversely impact our financial performance and condition.

The Company, from time to time, has engaged in acquisitions and may pursue acquisitions in the future, which are subject to, among other factors, the Company’s ability to identify attractive business opportunities and to negotiate favorable terms for such opportunities. Accordingly, the Company cannot make any assurances that potential acquisitions will be completed timely or at all, or that if completed, we would realize the anticipated benefits of such acquisitions. Acquisitions also carry inherent risks such as, among others: (i) the potential delay or failure of our efforts to successfully integrate business processes and realizing expected synergies; (ii) difficulty in aligning procedures, controls and/or policies; and (iii) future unknown liabilities and costs that may be associated with an acquisition. In addition, acquisitions may adversely impact our liquidity and/or debt levels, and the recognized value of goodwill and other intangible assets can be negatively affected by unforeseen events and/or circumstances, which may result in an impairment charge. Any of the foregoing events could adversely impact our financial condition and results of operations.

We rely on supply chain vendors and third-party service providers who are integral to the operations of our businesses. These vendors and service providers may be unable or unwilling to deliver on their commitments or may act in ways that could harm our business.

We rely on supply chain vendors to deliver key products to the operations of our businesses around the world. Any event impacting a vendor’s ability to deliver goods of the expected quality at the location and time needed could negatively impact our ability to deliver our cruise experience. Events impacting our supply chain could be caused by factors beyond the control of our suppliers or us, including inclement weather, natural disasters, new laws and regulations, labor actions, increased demand, problems in production or distribution, cybersecurity events, and/or disruptions in third-party logistics or transportation systems, including those caused by the COVID-19 pandemic. Any such interruptions to our supply chain could increase our costs and could limit the availability of products critical to our operations. In addition, increased regulation or stakeholder

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expectations regarding sourcing practices, or supplier conduct that does not meet such standards, could cause our operating costs to increase or result in publicity that negatively affects our reputation.

In order to achieve cost and operational efficiencies, we outsource to third-party vendors certain services that are integral to the operations of our global businesses, such as our onboard concessionaires, certain of our call center operations, guest port services, logistics distribution and operation of a large part of our information technology systems. We are subject to the risk that certain decisions are subject to the control of our third-party service providers and that these decisions may adversely affect our activities. A failure to adequately monitor a third-party service provider’s compliance with a service level agreement or regulatory or legal requirements could result in significant economic and reputational harm to us. There is also a risk the confidentiality, privacy and/or security of data held by third parties or communicated over third-party networks or platforms could become compromised.

The potential unavailability of insurance coverage, an inability to obtain insurance coverage at commercially reasonable rates or our failure to have coverage in sufficient amounts to cover our incurred losses may adversely affect our financial condition or results of operations.

We seek to maintain appropriate insurance coverage at commercially reasonable rates. We normally obtain insurance based on the cost of an asset rather than replacement value, and we also elect to self-insure, co-insure, or use deductibles in certain circumstances for certain risks such as loss of use of a ship or other business interruption. The limits of insurance coverage we purchase are based on the availability of the coverage, evaluation of our risk profile and cost of coverage. We do not carry business interruption insurance and accordingly we have no insurance coverage for loss of revenues or earnings from our ships or other operations. Accordingly, we are not protected against all risks and cannot be certain that our coverage will be adequate for liabilities actually incurred which could result in an unexpected decrease in our revenue and results of operations in the event of an incident

We are members of four Protection and Indemnity (“P&I”) clubs, which are part of a worldwide group of 12 P&I clubs, known as the International Group of P&I Clubs (the “IG”). P&I coverage provided by the clubs is on a mutual basis, and we are subject to additional premium calls in the event of a catastrophic loss incurred by any member of the 12 P&I clubs, whereby the reinsurance limits purchased by the IG are exhausted. We are also subject to additional premium calls based on investment and underwriting shortfalls experienced by our own individual insurers.

We cannot be certain that insurance and reinsurance coverage will be available to us and at commercially reasonable rates in the future or at all or, if available, that it will be sufficient to cover potential claims. Additionally, if we or other insureds sustain significant losses, the result may be higher insurance premiums, cancellation of coverage, or the inability to obtain coverage. Such events could adversely affect our financial condition or results of operations.

Disruptions in our shoreside or shipboard operations or our information systems may adversely affect our results of operations.

Our principal executive office and principal shoreside operations are located in Florida, and we have shoreside offices throughout the world. Actual or threatened natural disasters (e.g., hurricanes/typhoons, earthquakes, tornadoes, fires or floods), municipal lockdowns, curfews, quarantines, or similar events in these locations may have a material impact on our business continuity, reputation and results of operations. In addition, substantial or repeated information system failures, computer viruses or cyber attacks impacting our shoreside or shipboard operations could adversely impact our business. We do not generally carry business interruption insurance for our shoreside or shipboard operations or our information systems. As such, any losses or damages incurred by us could have an adverse impact on our results of operations.

Provisions of our Articles of Incorporation, By-Laws and Liberian law could inhibit a change of control and may prevent efforts by our shareholders to change our management.

Certain provisions of our Articles of Incorporation and By-Laws and Liberian law may inhibit third parties from effectuating a change of control of the Company without approval from our board of directors which could result in the entrenchment of current management. These include provisions in our Articles of Incorporation that prevent third parties, other than A. Wilhelmsen AS and Cruise Associates and their permitted transferees, from acquiring beneficial ownership of more than 4.9% of our outstanding shares without the consent of our board of directors.

We may not be able to achieve our fiscal 2025 financial and climate-related performance goals.

In November 2022, we announced that we are targeting certain financial and climate-related performance goals for fiscal 2025. Our ability to achieve these goals is dependent on a number of factors, including the other risk factors described in this section. If we are not able to achieve these goals, the price of our common stock and reputation may be negatively affected.

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Financial Risks

We may not be able to obtain sufficient financing or capital for our needs or may not be able to do so on terms that are acceptable or consistent with our expectations.

To fund our capital expenditures (including new ship orders), operations and scheduled debt payments, we have historically relied on a combination of cash flows provided by operations, drawdowns under available credit facilities, the incurrence of additional indebtedness and the sale of equity or debt securities in private or public securities markets. Any circumstance or event which leads to a decrease in consumer cruise spending, such as worsening global economic conditions or significant incidents impacting the cruise industry, such as the COVID-19 pandemic, negatively affects our operating cash flows. As result of the COVID-19 pandemic and the resulting suspension of our operations, we have experienced credit rating downgrades, which have reduced our ability to incur secured indebtedness by reducing the amount of indebtedness that we are permitted to secure, and may negatively impact our access to, and cost of, debt financing. Additionally, our ability to raise additional financing, whether or not secured, could be limited if our credit rating is further downgraded, and/or if we fail to comply with applicable covenants governing our outstanding indebtedness, and/or if overall financial market conditions worsen.

Our ability to access additional funding as and when needed, our ability to timely refinance and/or replace our outstanding debt securities and credit facilities on acceptable terms and our cost of funding will depend upon numerous factors including, but not limited to, the strength of the financial markets, global market conditions, including inflationary pressures, interest rate fluctuations, our recovery and financial performance, the recovery and performance of our industry in general and the size, scope and timing of our financial needs. In addition, even where financing commitments have been secured, significant disruptions in the capital and credit markets could cause our banking and other counterparties to breach their contractual obligations to us or could cause the conditions to the availability of such funding not to be satisfied. This could include failures of banks or other financial service companies to fund required borrowings under our loan agreements or to pay us amounts that may become due or return collateral that is refundable under our interest rate derivative instruments or other agreements. If any of the foregoing occurs for a prolonged period of time it will have a long-term negative impact on our cash flows and our ability to meet our financial obligations.

Our substantial debt requires a significant amount of cash to service and could adversely affect our financial condition.

We have a substantial amount of debt and significant debt service obligations. As of March 31, 2023, we had total debt of $21.5 billion. Our substantial debt has required us to dedicate a large portion of our cash flow from operations to service debt and fund repayments on our debt, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate expenses.

Our ability to make future scheduled payments on our debt service obligations or refinance our debt depends on our future operating and financial performance and ability to generate cash. This will be affected by our ability to successfully implement our business strategy, as well as general economic, financial, competitive, regulatory and other factors beyond our control, such as the disruption caused by the COVID-19 pandemic. If we cannot generate sufficient cash to meet our debt service obligations or fund our other business needs, we may, among other things, need to refinance all or a portion of our debt, obtain additional financing, delay planned capital expenditures or sell assets. We cannot assure that we will be able to generate sufficient cash through any of the foregoing. If we are not able to refinance any of our debt, obtain additional financing or sell assets on commercially reasonable terms or at all, we may not be able to satisfy our obligations with respect to our debt.

Our substantial debt could also result in other negative consequences for us. For example, it could increase our vulnerability to adverse general economic or industry conditions; limit our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate; place us at a competitive disadvantage compared to our competitors that have less debt; make us more vulnerable to downturns in our business, the economy or the industry in which we operate; limit our ability to raise additional debt or equity capital in the future to satisfy our requirements relating to working capital, capital expenditures, development projects, strategic initiatives or other purposes; restrict us from making strategic acquisitions, introducing new technologies or exploiting business opportunities; limit or restrict our ability to obtain and maintain performance bonds to cover our financial responsibility requirements in various jurisdictions for non-performance of guest travel, casualty and personal injury; make it difficult for us to satisfy our obligations with respect to our debt; and increase our exposure to the risk of increased interest rates as certain of our borrowings are (and may in the future be) at a variable rate of interest.

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Despite our leverage, we may incur more debt, which could adversely affect our business.

We may incur substantial additional debt in the future. Except for the restrictions under the indentures governing our Secured Notes, our Priority Guaranteed Notes, and certain of our other debt instruments, including our unsecured bank and export credit facilities, we are not restricted under the terms of our debt instruments from incurring additional debt. Although the indentures governing the Secured Notes, the Priority Guaranteed Notes, and certain of our other debt instruments, including our unsecured bank and export credit facilities, contain restrictions on the incurrence of additional debt, these restrictions are subject to a number of significant qualifications and exceptions, and under certain circumstances the amount of debt that could be incurred in compliance with these restrictions could be substantial. If new debt is added to our existing debt levels, the related risks that we now face would increase. Additionally, there is no guarantee that financing will be available in the future or that such financing will be available with similar terms or terms that are commercially acceptable to us. As of March 31, 2023, we have commitments for approximately $7.2 billion of debt to finance the purchase of 7 ships on order by our Royal Caribbean International, Celebrity Cruises and Silversea Cruises brands, all of which are guaranteed by the export credit agencies in the countries in which the ships are being built. The ultimate size of each facility will depend on the final contract price (including change orders and owner’s supply) as well as fluctuations in the EUR/USD exchange rate. Refer to Note 6. Debt to our consolidated financial statements under Item 1. Financial Statements for further information regarding our "Secured Notes" and "Priority Guaranteed Notes".

We are subject to restrictive debt covenants that may limit our ability to finance our future operations and capital needs and to pursue business opportunities and activities. In addition, if we fail to comply with any of these restrictions, it could have a material adverse effect on us.

Certain of our debt instruments, including our indentures and our unsecured bank and export credit facilities, limit our flexibility in operating our business. For example, certain of our loan agreements and indentures restrict or limit our and our subsidiaries’ ability to, among other things, incur or guarantee additional indebtedness; pay dividends or distributions on, or redeem or repurchase capital stock and make other restricted payments; make investments; consummate certain asset sales; engage in certain transactions with affiliates; grant or assume certain liens; and consolidate, merge or transfer all or substantially all of our assets. In addition, both our export credit facilities and our non-export credit facilities contain covenants that require us, among other things, to maintain a minimum liquidity, a specified minimum fixed charge coverage ratio, and limit our net debt-to-capital ratio. In addition, our ECA facilities also require us to maintain a minimum stockholders' equity. Refer to Note 6. Debt to our consolidated financial statements under Item 1. Financial Statements for further discussion on our covenants and existing waivers.

All of these limitations are subject to significant exceptions and qualifications. Despite these exceptions and qualifications, we cannot assure you that the operating and financial restrictions and covenants in certain of our debt instruments will not adversely affect our ability to finance our future operations or capital needs or engage in other business activities that may be in our interest. Any future indebtedness may include similar or other restrictive terms and we may be required to further encumber our assets. In addition, our ability to comply with these covenants and restrictions may be affected by events beyond our control. These include prevailing economic, financial and industry conditions. If we breach any of these covenants or restrictions, we could be in default under such indebtedness and certain of our other debt instruments, and the relevant debt holders or lenders could elect to declare the debt, together with accrued and unpaid interest and other fees, if any, immediately due and payable and proceed against any collateral securing that debt. If the debt under certain of our debt instruments that we enter into were to be accelerated, our liquid assets may be insufficient to repay in full such indebtedness. Borrowings under other debt instruments that contain cross-default provisions also may be accelerated or become payable on demand. In these circumstances, our assets may not be sufficient to repay in full that indebtedness and our other indebtedness then outstanding.

In addition, our ability to maintain our credit facilities may also be impacted by changes in our ownership base. More specifically, we may be required to prepay our non-ECA and ECA facilities 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. Our 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, which would require us to offer to repurchase our debt securities in the event of such change of control.

If we elect to settle conversions of our convertible notes in shares of our common stock or a combination of cash and shares of our common stock, conversions of our convertible notes will result in dilution for our existing shareholders. Furthermore, new equity or convertible debt issuances will also result in dilution for our existing shareholders.

We have an aggregate principal amount of $1.7 billion in convertible notes outstanding. If note holders elect to convert, the notes will be converted into our shares of common stock, cash, or a combination of common stock and cash, at our

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discretion. Prior to March 15, 2023, August 15, 2023, and May 15, 2025, our convertible notes issued in June 2020, October 2020, and August 2022, respectively, will be convertible at the option of holders during certain periods only upon satisfaction of certain conditions. Beyond those dates, 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. Conversions of our convertible notes into shares of our common stock or a combination of common stock and cash, will result in dilution to our shareholders. Additionally, if we raise additional funds through equity or convertible debt issuances, our shareholders could experience dilution of their ownership interest, and these equity or convertible debt securities could have rights, preferences, and privileges that are superior to that of holders of our common stock.

We did not declare quarterly dividends on our common stock in the quarter ended March 31, 2023 and do not expect to pay dividends on our common stock for the foreseeable future.

We have not declared a dividend since the first quarter of 2020. We expect that any income received from operations will be devoted to our future operations and recovery. We do not expect to pay cash dividends on our common stock for the foreseeable future. In addition, in the event we thereafter declare a dividend, we will need to repay our amounts deferred under the export credit facilities. Payment of dividends would, in any case, depend upon our profitability at the time, cash available for those dividends, and other factors as our board of directors may consider relevant.

Increased regulatory oversight, and the phasing out of LIBOR may adversely affect the value of a portion of our indebtedness.

The publication of certain LIBOR settings ceased after December 31, 2021, and uncertainty regarding alternative reference rates remains as many market participants await a wider adoption of replacement products prior to the cessation of the remaining USD LIBOR tenors (currently scheduled for June 30, 2023). When LIBOR ceases to exist, the level of interest payments on the portion of our indebtedness that bears interest at variable rates might be affected if we, the agent, and/or the lenders holding a majority of the outstanding loans or commitments under such indebtedness fail to amend such indebtedness to implement a replacement rate. Regardless, such replacement rate will give due consideration to any evolving or then-existing conventions for similar credit facilities, which may result in different than expected interest payments.

Compliance and Regulatory Risks

Changes in U.S. or other countries’ foreign travel policy have affected, and may continue to affect our results of operations.

Changes in U.S. and other countries' foreign policy have in the past and could in the future result in the imposition of travel restrictions or travel bans on persons to certain countries or result in the imposition of travel advisories, warnings, rules, regulations or legislation exposing us to penalties or claims of monetary damages. In addition, some countries have adopted restrictions against U.S. travelers, and we currently cannot predict when those restrictions will be eased. The timing and scope of these changes and regulations can be unpredictable, and they could cause us to cancel scheduled sailings, possibly on short notice, or could result in litigation against us. This, in turn, could decrease our revenue, increase our operating costs and otherwise impair our profitability.

Factors associated with climate change, including an increasing global regulatory focus, could adversely affect our business.

There is increasing global regulatory focus on climate change, greenhouse gas and other emissions. These regulatory efforts,both internationally and in the U.S., are still developing, including the international alignment of such efforts, and we cannot yet determine what the final regulatory programs or their impact will be on our business. However, such climate change-related regulatory activity in the future may adversely affect our business and financial results by requiring us to reduce our emissions, pay for our emissions, modify our itineraries and may increase our exposure, if any, to climate change-related litigation. Such activity may also impact us by increasing our operating costs, including fuel costs. For example, the European Union has proposed a series of significant carbon reforms under its Fit for 55 package designed to meet its 2030 emission goals, which would require us, among other things, to increase the use of low carbon fuel onboard our vessels as well as connectivity to shore power. The proposed legislation also includes updates to the European Union Emission Trading System which would impose requirements to purchase carbon emission allowances beginning in 2024. In addition, the U.S. and various state and foreign government or regulatory agencies have enacted, or may enact, environmental regulations or policies, such as requiring the use of low sulfur fuels (e.g., IMO Sulfur Limit) or the incoming carbon intensity indicator regulation, that have or could increase our direct cost to operate in certain markets, increase our cost of fuel, limit the supply of compliant fuel, cause us to incur significant expenses to purchase and/or develop new equipment and adversely impact the cruise vacation industry. If enacted, these regulations may individually or collectively have a material adverse effect on our business and results of operations due to increased costs associated with compliance and modified itineraries in the affected regions.

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There has also been growing environmental scrutiny of the environmental impact of the cruise vacation industry, and some environmental groups are advocating for more stringent regulation of ship emissions at berth and at sea. This negative publicity of the cruise industry and any related measures may lead to changes in consumer preferences, such as methods or frequency of travel, which could adversely impact our operations and financial results and subject us to reputational impacts and costs.

Labor, health and safety, financial responsibility and other maritime regulations and measures could affect operations and increase operating costs.

We are subject to various international, national, state and local laws, regulations and treaties that govern, among other things, discharge from our ships, safety standards applicable to our ships, treatment of disabled persons, health and sanitary standards applicable to our guests, security standards on board our ships and at the ship/port interface areas, and financial responsibilities to our guests. These issues are, and we believe will continue to be, an area of focus by the relevant authorities throughout the world. This could result in the enactment of more stringent regulation of cruise ships that could subject us to increasing compliance costs in the future and may increase our exposure, if any, to environmental-related litigation.

A change in our tax status under the U.S. Internal Revenue Code, or other jurisdictions, may have adverse effects on our results of operations.

Royal Caribbean Cruises Ltd. and a number of our subsidiaries are foreign corporations that derive income from a U.S. trade or business and/or from sources within the U.S. In connection with the year end audit, each year, Faegre Drinker Biddle & Reath LLP, our U.S. tax counsel, delivers to us an opinion, based on certain representations and assumptions set forth in it, to the effect that this income, to the extent derived from or incidental to the international operation of a ship or ships, is excluded from gross income for U.S. federal income tax purposes pursuant to Section 883 of the Internal Revenue Code. We believe that most of our income (including that of our subsidiaries) is derived from or incidental to the international operation of ships.

Our ability to rely on Section 883 could be challenged or could change in the future. Provisions of the Internal Revenue Code, including Section 883, are subject to legislative change at any time. Moreover, changes could occur in the future with respect to the identity, residence or holdings of our direct or indirect shareholders, trading volume or trading frequency of our shares, or relevant foreign tax laws of Liberia or the Bahamas, such that they no longer qualify as equivalent exemption jurisdictions, that could affect our eligibility for the Section 883 exemption. Accordingly, there can be no assurance that we will continue to be exempt from U.S. income tax on U.S. source shipping income in the future. If we were not entitled to the benefit of Section 883, we and our subsidiaries would be subject to U.S. taxation on a portion of the income derived from or incidental to the international operation of our ships, which would reduce our net income.

Additionally, portions of our business are operated by companies that are within the United Kingdom tonnage tax regime. Further, some of our operations are conducted in jurisdictions where we rely on tax treaties to provide exemption from taxation. To the extent the United Kingdom tonnage tax laws change or we do not continue to meet the applicable qualification requirements or if tax treaties are changed or revoked, we may be required to pay higher income tax in these jurisdictions, adversely impacting our results of operations.

Numerous countries are considering implementation of the OECD’s 15% global minimum tax, which may materially impact us. In addition, as budgetary constraints may adversely impact fiscal policy in the jurisdictions in which we operate, we may be subject to changes in our existing tax treatment or other tax reform, as well as increased tax audits.

We are not a U.S. corporation and, as a result, our shareholders may be subject to the uncertainties of a foreign legal system in protecting their interests.

Our corporate affairs are governed by our Articles of Incorporation and By-Laws and by the Business Corporation Act of Liberia. The provisions of the Business Corporation Act of Liberia resemble provisions of the corporation laws of a number of states in the U.S. However, there are very few judicial cases in Liberia interpreting the Business Corporation Act of Liberia. While the Business Corporation Act of Liberia provides that it is to be applied and construed to make the laws of Liberia, with respect of the subject matter of the Business Corporation Act of Liberia, uniform with the laws of the State of Delaware and other states with substantially similar legislative provisions (and adopts their case law to the extent it is non-conflicting), there have been few Liberian court cases interpreting the Business Corporation Act of Liberia, and we cannot predict whether Liberian courts would reach the same conclusions as United States courts. We understand that legislation has been proposed but not yet adopted by the Liberian legislature which amends the provisions regarding the adoption of non-Liberian law to, among other things, provide for the adoption of the statutory and case law of Delaware and not also states with substantially similar legislative provisions, and potentially provide the courts of Liberia discretion in application of non-statutory corporation law of Delaware in cases when the laws of Liberia are silent. The right of shareholders to bring a derivative action in Liberian courts may be more limited than in U.S. jurisdictions. There may also be practical difficulties for shareholders attempting to bring suit in Liberia, and Liberian courts may or may not recognize and enforce foreign judgments. Thus, our shareholders may have

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more difficulty challenging actions taken by management, directors or controlling shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction.

General Risk Factors

Conducting business globally results in increased costs and other risks.

We operate our business globally, which exposes us to a number of risks, including increased exposure to a wider range of regional and local economic conditions, volatile local political conditions, potential changes in duties and taxes, including changing and/or uncertain interpretations of existing tax laws and regulations, required compliance with additional laws and policies affecting cruising, vacation or maritime businesses or governing the operations of foreign-based companies, currency fluctuations, interest rate movements, difficulties in operating under local business environments, port quality and availability in certain regions, U.S. and global anti-bribery laws and regulations, imposition of trade barriers and restrictions on repatriation of earnings.

Our future growth strategies increasingly depend on the growth and sustained profitability of international markets. Factors that will be critical to our success in these markets include our ability to continue to raise awareness of our products and our ability to adapt our offerings to best suit rapidly evolving consumer demands. The execution of our planned growth strategies is dependent on meeting the governmental and regulatory measures and policies in each of these markets. Our ability to realize our future growth strategy is highly dependent on our ability to satisfy country-specific policies and requirements in order to return to service, as well as meet the needs of region-specific consumer preferences as services come back online. These factors may cause us to reevaluate some of our international business strategies.

Operating globally also exposes us to numerous and sometimes conflicting legal, regulatory and tax requirements. In many parts of the world, including countries in which we operate, practices in the local business communities might not conform to international business standards. We cannot guarantee consistent interpretation, application, and enforcement of newly issued rules and regulations, which could place limits on our operations or increase our costs, as well as negatively impact our future growth strategies in our key growth markets. We must adhere to policies designed to promote legal and regulatory compliance as well as applicable laws and regulations. However, we might not be successful in ensuring that our employees, agents, representatives and other third parties with whom we associate properly adhere to applicable laws and regulations. In addition, we may be exposed to the risk of penalties and other liabilities if we fail to comply with all applicable legal and regulatory requirements. Failure by us, our employees or any of these third parties to adhere to our policies or applicable laws or regulations could result in penalties, sanctions, damage to our reputation and related costs, which in turn could negatively affect our results of operations and cash flows.

As a global operator, our business also may be impacted by changes in U.S. policy or priorities in areas such as trade, immigration and/or environmental or labor regulations, among others. Depending on the nature and scope of any such changes, they could impact our domestic and international business operations. Any such changes, and any international response to them, could potentially introduce new barriers to passenger or crew travel and/or cross border transactions, impact our guest experience and/or increase our operating costs.

If we are unable to address these risks adequately, our financial position and results of operations could be adversely affected, including impairing the value of our ships and other assets.

The terms of our existing debt financing gives, and any future preferred equity or debt financing may give, holders of any preferred securities or debt securities rights that are senior to rights of our common shareholders.

The holders of our existing debt have rights, preferences and privileges senior to those of holders of our common stock in the event of liquidation. If we incur additional debt or raise equity through the issuance of preferred stock or convertible securities, the terms of the debt or the preferred stock issued may give the holders rights, preferences and privileges senior to those of holders of our common stock, particularly in the event of liquidation. If we raise funds through the issuance of additional equity, the ownership percentage of our existing shareholders would be diluted.

Fluctuations in foreign currency exchange rates, fuel prices and interest rates could affect our financial results.

We are exposed to market risk attributable to changes in foreign currency exchange rates, fuel prices and interest rates. Significant changes in any of the foregoing could have a material impact on our financial results, net of the impact of our hedging activities and natural offsets. Our operating results have been and will continue to be impacted, often significantly, by changes in each of these factors

A portion of our indebtedness bears interest at variable rates that are linked to changing market interest rates. As a result, an increase in market interest rates would increase our interest expense and our debt service obligations. As of March 31, 2023, we had approximately $3.4 billion of indebtedness that bears interest at variable rates, which is net of our interest rate swap

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agreements. This amount represented approximately 15.7% of our total indebtedness. As of March 31, 2023, a hypothetical 1% increase in prevailing interest rates would increase our forecasted 2023 interest expense by approximately $11.1 million. Additionally, the value of our earnings in foreign currencies is adversely impacted by a strong U.S. dollar.

Any further impairment of our goodwill, long-lived assets, equity investments and notes receivable could adversely affect our financial condition and operating results.

We evaluate goodwill for impairment on an annual basis, or more frequently when circumstances indicate that the carrying value of a reporting unit may not be recoverable. A challenging operating environment, conditions affecting consumer demand or spending, the deterioration of general macroeconomic conditions, expected ship deliveries, or other factors could result in a change to the future cash flows we expect to derive from our operations. Reductions of cash flows used in the valuation analyses may result in the recording of impairments, which could adversely affect our financial condition and operating results.

The loss of key personnel, our inability to recruit or retain qualified personnel, or disruptions among our shipboard personnel could adversely affect our results of operations.

Our success depends, in large part, on the skills and contributions of key executives and other employees and on our ability to recruit, develop and retain high quality personnel as well as having adequate succession plans and back-up operating plans for when critical executives are unable to serve. As demand for qualified personnel in the industry grows, we must continue to effectively recruit, train, motivate and retain our employees, both shoreside and on our ships, in order to effectively compete in our industry, maintain our current business and support our projected global growth.

We have in the past and may in the future experience difficulty recruiting and retaining qualified personnel primarily due to competitive labor markets. A prolonged shortage of qualified personnel and/or increased turnover may inhibit our ability to operate our business in an optimal manner, and may result in increased costs if we need to hire temporary personnel, and/or increased wages and/or benefits in order to attract and retain employees, all of which may negatively impact our results of operations.

As of March 31, 2023, approximately 89% of our shipboard employees were covered by collective bargaining agreements. A dispute under our collective bargaining agreements could result in a work stoppage of those employees covered by the agreements. We may not be able to satisfactorily renegotiate these collective bargaining agreements when they expire. In addition, existing collective bargaining agreements may not prevent a strike or work stoppage on our ships. We may also be subject to or affected by work stoppages unrelated to our business or collective bargaining agreements. Any such work stoppages or potential work stoppages could have a material adverse effect on our financial results, as could a loss of key employees, our inability to recruit or retain qualified personnel or disruptions among our personnel.

If we are unable to keep pace with developments, design, and implementation in technology, our operations or competitive position could become impaired.

Our business continues to demand the use of sophisticated technology and systems. These technologies and systems require significant investment and must be proven, refined, updated, upgraded and/or replaced with more advanced systems in order to continue to meet our customers’ demands and expectations as well as to process our information effectively. If we are unable to do so in a timely manner or within reasonable cost parameters, if there are any disruptions, delays or deficiencies in design or if we are unable to appropriately and timely train our employees to operate any of these new systems, our business could suffer. We also may not achieve the benefits that we anticipate from any new technology or system, which could impair our operating results.

We may be unable to procure appropriate technology in a timely manner or at all or we may incur significant costs in doing so. A failure to adopt the appropriate technology, or a failure or obsolescence in the technology that we have adopted, could adversely affect our results of operations.

We are exposed to cyber security attacks and data breaches and the risks and costs associated with protecting our systems and maintaining data integrity and security.

We are subject to cyber security attacks. These cyber attacks can vary in scope and intent from attacks with the objective of compromising our systems, networks, and communications for economic gain or with the objective of disrupting, disabling or otherwise compromising our maritime and/or shoreside operations. The attacks can encompass a wide range of methods and intent, including phishing attacks, illegitimate requests for payment, theft of intellectual property, theft of confidential or non-public information, installation of malware, installation of ransomware and theft of personal or business information. The frequency and sophistication of, and methods used to conduct, these attacks, have increased over time.

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A successful cyber security attack may target us directly, or it may be the result of a third party’s inadequate care, or resulting from vulnerabilities in licensed software. In either scenario, the Company may suffer damage to its systems and data that could interrupt our operations, adversely impact our brand reputation, and expose us to increased risks of governmental investigation, litigation, fines, and other liability, any of which could adversely affect our business. Furthermore, responding to such an attack and mitigating the risk of future attacks could result in additional operating and capital costs in technology, personnel, monitoring and other investments.

We are also subject to various risks associated with the collection, handling, storage, and transmission of sensitive information. In the regular course of business, we collect employee, customer, and other third-party data, including personally identifiable information and individual payment data, for various business purposes. Although we have policies and procedures in place to safeguard such sensitive information, this information has been and could be subject to cyber security attacks and the aforementioned risks. In addition, we are subject to federal, state, and international laws relating to the collection, use, retention, security and transfer of personally identifiable information and individual payment data. Those laws include, among others, the European Union General Data Protection Regulation and regulations of the New York State Department of Financial Services and similar state agencies that impose additional cyber security requirements as a result of our provision of certain insurance products. Complying with these and other applicable laws has caused, and may cause, us to incur substantial costs or require us to change our business practices, and our failure to do so may expose us to substantial fines, penalties, restrictions, litigation, or other expenses and adversely affect our business. Further, any changes to laws or regulations, including new restrictions or requirements applicable to our business, or an increase in enforcement of existing laws and regulations, could expose us to additional costs and liability and could limit our use and disclosure of such information.

While we continue to evolve our cyber security practices in line with our business’ reliance on technology and the changing external threat landscape, and we invest time, effort and financial resources to secure our systems, networks and communications, our security measures cannot provide absolute assurance that we will be successful in preventing or defending from all cyber security attacks impacting our operation. There can be no assurance that any breach or incident will not have a material impact on our operations and financial results.

Any breach, theft, loss, or fraudulent use of guest, employee, third-party or company data, could adversely impact our reputation and brand and our ability to retain or attract new customers, and expose us to risks of data loss, business disruption, governmental investigation, litigation and other liability, any of which could adversely affect our business. Significant capital investments and other expenditures could be required to remedy the problem and prevent future breaches, including costs associated with additional security technologies, personnel, experts and credit monitoring services for those whose data has been breached. Further, if we or our vendors experience significant data security breaches or fail to detect and appropriately respond to significant data security breaches, we could be exposed to government enforcement actions and private litigation.

Litigation, enforcement actions, fines or penalties could adversely impact our financial condition or results of operations and/or damage our reputation.

Our business is subject to various U.S. and international laws and regulations that could lead to enforcement actions, fines, civil or criminal penalties or the assertion of litigation claims and damages. In addition, improper conduct by our employees, agents or joint venture partners could damage our reputation and/or lead to litigation or legal proceedings that could result in civil or criminal penalties, including substantial monetary fines. In certain circumstances it may not be economical to defend against such matters and/or our legal strategy may not ultimately result in us prevailing in a matter. Such events could lead to an adverse impact on our financial condition or results of operations. We cannot predict the quantum or outcome of any such proceedings and the impact that they will have on our financial results, but any such impact may be material. While some of these claims are covered by insurance, we cannot be certain that all of them will be, which could have an adverse impact on our financial condition or results of operations.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Share Repurchases

The following table provides information about our repurchase of common stock during the quarter ended March 31, 2023.

There were no repurchases of common stock during the quarter ended March 31, 2023. In the event we repurchase shares of our common stock, we will need to repay the amounts deferred under our export credit facilities as part of the principal amortization deferrals agreed with our lenders during 2020 and 2021.

Period	Total number of shares purchased (1)	Average price paid per share	Total number of shares purchased as part of publicly announced plans or programs	Approximate dollar value of shares that may yet be purchased under the plans or programs
January 1, 2023 - January 31,2023	—	—	—	—
February 1, 2023 - February 28, 2023	229,740	5.24	—	—
March 1, 2023 - March 31, 2023	—	—	—	—
Total	229,740	5.24	—	—

(1) Includes shares related to employee stock plans; primarily 213,313 performance shares issued that did not vest as the performance criteria was not met and were repurchased at par value of $0.01 per share. Additionally, shares were withheld by us to cover withholding taxes due at the election of certain holders.

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Item 6. Exhibits

10.1	Transition and Separation Agreement, dated as of March 31, 2023, by and between Lisa Lutoff-Perlo and Celebrity Cruises, Inc.
10.2	Form of Performance Shares Agreement pursuant to the 2008 Equity Incentive Plan, as amended and restated
10.3	Form of Performance Shares Agreement (Vesting into Retirement) pursuant to the 2008 Equity Incentive Plan, as amended and restated
10.4	Form of Restricted Stock Unit Agreement for Non-Employee Directors pursuant to the 2008 Equity Incentive Plan, as amended and restated
10.5	Form of Restricted Stock Unit Agreement pursuant to the 2008 Equity Incentive Plan, as amended and restated
10.6	Form of Restricted Stock Unit Agreement (Vesting into Retirement) pursuant to the 2008 Equity Incentive Plan, as amended and restated
31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1	Certifications of the Chief Executive Officer and the Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code**

** Furnished herewith

Interactive Data File

101                         The following financial statements of Royal Caribbean Cruises Ltd. for the period ended March 31, 2023, formatted in iXBRL (Inline extensible Reporting Language) are filed herewith:

(i)               the Consolidated Statements of Comprehensive Loss for the quarters and three months ended March 31, 2023 and 2022;

(ii)    the Consolidated Balance Sheets at March 31, 2023 and December 31, 2022;

(iii)                the Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022; and

(iv)                   the Notes to the Consolidated Financial Statements, tagged in summary and detail.

104      Cover page interactive data file (the cover page XBRL tags are embedded within the Inline XBRL document).

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SIGNATURES

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

	ROYAL CARIBBEAN CRUISES LTD.
	(Registrant)
	/s/ NAFTALI HOLTZ
	Naftali Holtz
	Chief Financial Officer
May 4, 2023	(Principal Financial Officer and duly authorized signatory)

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EX-10.1

Exhibit 10.1

TRANSITION AND SEPARATION AGREEMENT

This Transition and Separation Agreement (this “Agreement”), dated as of March 31, 2023, is entered into between Lisa Lutoff-Perlo (“you,” “your,” “Executive”) and Celebrity Cruises Inc. (“Celebrity” or “Employer”).

For mutual benefits to be received, the parties hereby agree as follows:

1.    Separation Date and Transition Period. Your employment with Celebrity will end, effective April 25, 2024 (the “Separation Date"). You will step down from your current position as President & CEO of Celebrity, effective May 1, 2023, but you will continue as a full-time employee and serve as Vice Chairman, External Affairs up through the Separation Date (the “Transition Period”), reporting to Royal Caribbean Group’s President & CEO. Your duties will be those assigned to you from time to time. During the Transition Period, your annual base salary will be $360,000. You will continue to have executive car and travel benefits and be eligible to participate in the employee benefit plans in which you participated in prior to this change. Your 2023 Target Bonus will remain unchanged. You will not be eligible for additional bonuses other than the bonus payments included in your severance.

2.    Severance Benefits. Provided you do not voluntarily terminate your employment prior to the Separation Date or engage in conduct that constitutes “Cause” under your Employment Agreement dated August 3, 2015, between you and Employer (“Employment Agreement”), you will receive severance under Section 8(f) of your Employment Agreement. Severance pay and benefits are conditioned upon Executive’s execution and non-revocation of the General Release (Ex. A) within thirty (30) days of the Separation Date. All payments shall be made in accordance with the terms of your Employment Agreement and are subject to applicable taxes and withholdings.

3.    General Release. Except for the obligations set forth in Section 2 hereof, Executive, on behalf of Executive, Executive’s heirs and assigns, hereby releases and forever discharges Celebrity, Royal Caribbean Cruises Ltd., and their predecessors, subsidiaries, and affiliates, and the directors, officers, employees, and agents of each of them (the “Released Parties”), for any and all claims, demands, obligations, losses, causes of action, costs and expenses of any nature whatsoever, whether known or unknown, accrued or unaccrued, and past, present, or future, including, but not limited to, claims relating to Executive’s employment by Employer, its predecessors, successors, or affiliates or the termination of such employment including, but not limited to, any and all claims arising from any alleged violation of the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. section 621 et seq., as amended by the Older Workers Benefit Protection Act, which prohibits age discrimination in employment, Titles I and V of the Americans With Disabilities Act of 1990, 42 U.S.C. section 12101 et seq., which prohibit discrimination against qualified individuals with disabilities, Title VII of the Civil Rights Act of 1964, which prohibits discrimination in employment based on race,

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Exhibit 10.1

color, national origin, religion or sex; Section 1981 of the Civil Rights Act of 1966; the Worker Adjustment and Retraining Notification Act of 1988; the Family and Medical Leave Act of 1993; the Employee Retirement Income Security Act of 1974 (ERISA); or any other federal, state, county or local law, statute, ordinance, decision, order, policy or regulation prohibiting employment discrimination, harassment or retaliation, providing for the payment of wages or benefits, or otherwise creating rights or claims for employees, including, but not limited to, claims alleging breach of public policy, the implied obligation of good faith and fair dealing, or any express, implied, oral or written contract, handbook, manual, policy statement or employment practice, or alleging misrepresentation, defamation, libel, slander, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, false imprisonment, assault, battery, fraud, negligence, or wrongful discharge. Further, nothing in this Agreement is intended to be, or shall it be deemed to constitute a waiver or release of any claim under the ADEA which arises after this Agreement is executed by Executive.

Executive hereby acknowledges that Executive cannot benefit monetarily from any claims otherwise released by this Agreement, and Executive further agrees that Executive has waived any right to equitable or common law relief that may have been available to Executive (including, without limitation, reinstatement) with respect to any claim or cause of action released herein. Therefore, Executive agrees that Executive will not accept any award or settlement from any source or proceeding (including but not limited to any proceeding brought by any other person or by any governmental agency) with respect to any claim or right waived or released in this Agreement except for an award by the Securities and Exchange Commission (“SEC”).

4.    Knowing and Voluntary Waiver under the ADEA. Executive acknowledges that:

a.    Executive has carefully read and fully understands all of the provisions and effects of this Agreement;

b.    Employer has advised Executive in writing to consult and thoroughly discuss all aspects of this Agreement with an attorney;

c.    Employer has provided Executive with no less than 21 days to consider this Agreement before executing it;

d.    Executive is voluntarily entering into this Agreement;

e.    Neither Employer nor its agents or attorneys made any representations or promises concerning the terms or effects of this Agreement other than those contained in this Agreement; and

f.    Executive may revoke this Agreement for a period of seven (7) days after Executive signs this Agreement (the “Revocation Period”) by notifying Dana Ritzcovan, in writing at dritzcovan@rccl.com, and the Agreement

Page 2 of 6

Exhibit 10.1

shall not be effective or enforceable until the expiration of the Revocation Period.

5.    Non-Disparagement and Non-Disclosure. Executive shall not, at any time, (i) make derogatory statements about or otherwise disparage the business, name, or reputation of Employer or any of the Released Parties; (ii) publish, provide, or approve any unauthorized disparaging statements about or relating to Employer or any of the Released Parties; or (iii) take any actions that might reasonably be considered to be detrimental to Employer or any of the Released Parties. Nothing in this Agreement shall be construed to prevent Executive from filing a Charge, Tip, or Complaint with, providing testimony before or voluntary communication without notice to or approval by Employer, with any federal or state government agency, including the SEC. In addition, nothing in this Agreement is intended to or shall interfere with Executive’s right to participate in a proceeding with any appropriate federal, state, or local government agency enforcing discrimination laws, nor shall this Agreement prohibit Executive from cooperating with any such agency in its investigation. Nevertheless, as set forth herein by signing this Agreement, Executive acknowledges and agrees that Executive shall not be entitled to monetary damages, equitable relief, and/or reinstatement with respect to any such charge to the fullest extent allowed by law.

6.    Stop Payment. In the event Employer learns of any breach or threatened breach by Executive of obligations under this Agreement or any other agreement with Employer or any of the Released Parties, or any criminal or fraudulent act committed by Executive during Executive’s employment, Employer may, in addition to any other remedies it may have, immediately stop severance payments, and Executive will be obligated to repay all amounts paid to Executive under this Agreement.

7.    Cooperation. Certain matters in which Executive has been involved may necessitate Executive’s cooperation in the future. Accordingly, Executive agrees to assist Employer in connection with matters relating to work performed by Executive during employment with Employer. Employer shall make reasonable efforts to minimize disruption to Executive and shall reimburse reasonable expenses incurred in connection with such cooperation.

8.    Six-Month Deferral. If Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Internal Revenue Code, Executive shall not be paid the amounts that would otherwise be payable to Executive under Section 2 for the first six months following termination of Executive’s employment. The aggregate of such amounts shall instead be paid in one lump sum immediately following the expiration of the six-month period. The preceding payment restriction shall not apply to the extent that any portion of such payment, if made during the first six-month period, would be treated as exempt from the provisions of Section 409A or would otherwise be treated as permitted deferred compensation pursuant to any other applicable provisions of Section 409A or the rules and regulations promulgated thereunder (for example, as separation pay due to an involuntary termination pursuant to 1.409A-1(b)(9)(iii) of the Treasury Regulations).

Page 3 of 6

Exhibit 10.1

9.    Entire Agreement. This Agreement contains the entire agreement between Employer and Executive concerning the subject-matter hereof and supersedes and renders null and void all prior or contemporaneous oral or written understandings, statements, representations, or promises. Notwithstanding the foregoing, Executive’s pre-existing confidentiality, non-solicitation, and non-competition obligations shall remain in full force and effect and are hereby confirmed and ratified.

10.    Severability. Should any provision of this Agreement be declared or be determined by any court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.

By signing below and returning a signed copy of this Agreement to Employer, Executive acknowledges that the foregoing accurately sets forth the Agreement between Executive and Employer and accepts the terms of this Agreement. Executive understands that this document is a complete release of any and all existing claims, known or unknown, which Executive may have against the Released Parties.

/s/ Lisa Lutoff- Perlo________________ Lisa Lutoff-Perlo March 31, 2023__________________ Date /s/ Dana Ritzcovan __________ By: Dana Ritzcovan     EVP, Chief People & Outreach Officer March 31, 2023_________________ Date

Page 4 of 6

Exhibit 10.1

EXHIBIT A

GENERAL RELEASE

The severance pay and benefits outlined in the Transition and Separation Agreement dated are conditioned upon Executive’s execution and non-revocation of this general release.

Lisa Lutoff-Perlo (“Executive”), on behalf of Executive, Executive’s heirs and assigns, hereby releases and forever discharges Celebrity Cruises Inc., Royal Caribbean Cruises Ltd., and their predecessors, subsidiaries, and affiliates, and the directors, officers, employees, and agents of each of them (the “Released Parties”), for any and all claims, demands, obligations, losses, causes of action, costs and expenses of any nature whatsoever, whether known or unknown, accrued or unaccrued, and past, present, or future, including, but not limited to, claims relating to Executive’s employment by Employer, its predecessors, successors, or affiliates or the termination of such employment including, but not limited to, any and all claims arising from any alleged violation of the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. section 621 et seq., as amended by the Older Workers Benefit Protection Act, which prohibits age discrimination in employment, Titles I and V of the Americans With Disabilities Act of 1990, 42 U.S.C. section 12101 et seq., which prohibit discrimination against qualified individuals with disabilities, Title VII of the Civil Rights Act of 1964, which prohibits discrimination in employment based on race, color, national origin, religion or sex; Section 1981 of the Civil Rights Act of 1966; the Worker Adjustment and Retraining Notification Act of 1988; the Family and Medical Leave Act of 1993; the Employee Retirement Income Security Act of 1974 (ERISA); or any other federal, state, county or local law, statute, ordinance, decision, order, policy or regulation prohibiting employment discrimination, harassment or retaliation, providing for the payment of wages or benefits, or otherwise creating rights or claims for employees, including, but not limited to, claims alleging breach of public policy, the implied obligation of good faith and fair dealing, or any express, implied, oral or written contract, handbook, manual, policy statement or employment practice, or alleging misrepresentation, defamation, libel, slander, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, false imprisonment, assault, battery, fraud, negligence, or wrongful discharge. Further, nothing in this release is intended to be, or shall it be deemed to constitute a waiver or release of any claim under the ADEA which arises after this release is executed by Executive.

Executive hereby acknowledges that Executive cannot benefit monetarily from any claims otherwise released by this Executive, and Executive further agrees that Executive has waived any right to equitable or common law relief that may have been available to Executive (including, without limitation, reinstatement) with respect to any claim or cause of action released herein. Therefore, Executive agrees that Executive will not accept any award or settlement from any source or proceeding (including but not limited to any proceeding brought by any other person or by any governmental agency)

Page 5 of 6

Exhibit 10.1

with respect to any claim or right waived or released in this release except for an award by the Securities and Exchange Commission (“SEC”).

Executive acknowledges that:

a.    Executive has carefully read and fully understands this release;

b.    Executive has been advised in writing to consult and thoroughly discuss all aspects of this release with an attorney;

c.    Executive has been provided with no less than 21 days to consider this release before executing it;

d.    Executive is voluntarily entering into this release;

e.    Released Parties have not made any representations or promises concerning the terms or effects of this release other than those contained in this release; and

f.    Executive may revoke this release for a period of seven (7) days after Executive signs this release (the “Revocation Period”) by notifying Dana Ritzcovan, in writing at dritzcovan@rccl.com, and the release shall not be effective or enforceable until the expiration of the Revocation Period.

____________________________

Lisa Lutoff-Perlo

__________________

Date

Page 6 of 6

EX-10.2

Exhibit 10.2

PERFORMANCE SHARES AGREEMENT

PURSUANT TO THE

ROYAL CARIBBEAN CRUISES LTD.2008 EQUITY INCENTIVE PLAN

Name of Grantee

Grant Date

Target Number of Performance Shares

Value of Each Performance Share on Date of Grant

Service Vesting Date

Performance Period

This Performance Shares Agreement (this “Agreement”) is dated as of ___________ and is entered into between Royal Caribbean Cruises Ltd. (the “Company”) and _______________, an Employee of the Company (the “Grantee”). Performance Shares consist of the right to receive shares of common stock, par value $.01 per share, of the Company (“Shares”) as set forth herein. This Agreement is made pursuant to the provisions of the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan, as amended and restated (the “Plan”) and consists of this document and the Plan. Capitalized terms used and not defined in this Agreement shall have the meanings given to them in the Plan.

The Company and the Grantee hereby agree as follows:

Grant of Performance Shares

The Company hereby grants to the Grantee between 0% and ____% of the Target Number of Performance Shares. The exact number of Performance Shares (the “Actual Number of Performance Shares”) will be determined based on the Company’s [insert relevance performance metric(s)] in the Performance Period. Please refer to the performance matrix on Schedule A hereto which sets forth how the Actual Number of Performance Shares is calculated.

Vesting Date

Except as otherwise provided herein, the Performance Shares will vest on the Service Vesting Date, which is generally _____ years following the Grant Date.

Exhibit 10.2

Forfeiture; Early Vesting Events

Unless otherwise specified in this Agreement, the Performance Shares remain subject to forfeiture if Grantee has a Termination of Service prior to the Service Vesting Date. A. Death or Disability Prior to End of Performance Period If the Grantee has a Termination of Service by reason of his/her death or Disability: • prior to the end of the Performance Period, the Grantee shall vest in a number of Performance Shares equal to the Target Number of Performance Shares; or • after the end of the Performance Period, the Grantee shall vest in a number of Performance Shares equal to the Actual Number of Performance Shares. B. Change in Control Event Prior to End of Performance Period If (i) there is a Change in Control of the Company and (ii) within 18 months of such change, the Grantee has an Involuntary Termination of Service (a “Change in Control Vesting Event”): • prior to the end of the Performance Period, the Grantee shall vest in a number of Performance Shares equal to the Estimated Number of Performance Shares; or • after the end of the Performance Period, the Grantee shall vest in a number of Performance Shares equal to the Actual Number of Performance Shares. Definitions For purposes of this Agreement, the following terms shall, when capitalized, have the following meanings: “Estimated Number of Performance Shares” means, at any time prior to the end of the Performance Period, the Compensation Committee’s (the “Committee”) then best estimate of the Actual Number of Performance Shares. “Involuntary Termination of Service” means a Termination of Service by reason of action by the Company without Cause.

Settlement of Performance Shares

This Agreement will be settled by the delivery to the Grantee of one Share for each Performance Share on the Vesting Date. Performance Shares that vest early upon, death, Disability, a Change in Control Vesting Event or an Involuntary Termination of Service will be settled by the delivery to the Grantee (or his estate) of one Share for each Performance Share within 60 days following the Termination of Service.

Exhibit 10.2

Restrictive Covenants	The Grantee acknowledges and recognizes that his or her services to be rendered to the Company and/or its Affiliates are of a special and unusual character that have a unique value to Company and the conduct of its business, the loss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to Company of the services of the Grantee, and because of the confidential information to be obtained by or disclosed to the Grantee, and as a material inducement to Company providing this grant of Performance Shares to the Grantee, the Grantee agrees to the provisions of Schedule B attached hereto (the “Restrictive Covenants”). For the avoidance of doubt, the Restrictive Covenants contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants or agreements between the Grantee and the Company or any of its Affiliates, including but not limited to, any employment agreement between Grantee and the Company or any of its Affiliates.
Standard Terms and Conditions	Please refer to Schedule C, incorporated herein by reference, which sets forth standard terms and conditions applicable to the grant of Performance Shares.
Additional Terms for Participants in China	To the extent Grantee (i) is employed by the Company or one of its Affiliates in and (ii) is a citizen of the People’s Republic of China, the Performance Shares shall be subject to such additional or substitute terms as shall be set forth in Schedule D attached hereto.

By the signatures below, the Grantee and the authorized representative of the Company acknowledge agreement to this Performance Share Agreement as of the Grant Date specified above.

Royal Caribbean Cruises Ltd.             Grantee:

By: ___________________________         ___________________________________

Exhibit 10.2

SCHEDULE A

The Actual Number of Performance Shares to which the Grantee will be entitled hereunder will be calculated by the Committee based on the Company’s [insert relevant performance metric(s)]. Specifically, the Committee shall calculate the Actual Number of Performance Shares by [insert relevant performance metric(s) and weighting, if applicable].

As noted in this Agreement, special rules apply under certain circumstances, such as an Involuntary Termination of Service, death, disability and termination following a change-in-control.

[Insert relevant information regarding calculation of performance metric(s)].

The Committee may, in certain circumstances and in its sole discretion, make adjustments to [insert relevant performance metric(s)] for purposes of this Agreement for those unique or unusual events that are outside the bounds of management’s control in order to better reflect the Company’s core results, provide the intended benefit and to make the performance evaluation as relevant as possible.

The following tables shall apply for calculating this Award:

Payout amount for levels of [insert relevant performance metric(s)] between the maximum and threshold achievement shall be interpolated on a straight-line basis (rounded up to the nearest integer). The number of Actual Number of Performance Shares cannot exceed __% of the Target Number of Performance Shares.

Exhibit 10.2

SCHEDULE B

RESTRICTIVE COVENANTS

Grantee hereby covenants and agrees that Grantee will not, directly or indirectly, whether as principal, agent, trustee or through the agency of any corporation, partnership, association or agent (other than as the holder of not more than five percent (5%) of the total outstanding stock of any company the securities of which are traded on a regular basis on recognized securities exchanges for the ____-year period immediately following the termination of Grantee’s employment or service under any circumstances (the "Non-competition Period"), for any reason, serve as or be a consultant to or employee, officer, agent, director or owner of another entity engaged in (or preparing to engage in) cruises, with a minimum fleet size of 1,000 berths (including ships under construction or publicly announced to be built), or cruise related businesses of any such entity.

Grantee further agrees that during the Non-competition Period, he or she shall not: (i) employ or seek to employ any person who is then employed or retained by the Company or its Affiliates (or who was so employed or retained at any time within the six (6) month period prior to the last day of Grantee’s employment or service with the Company); or (ii) solicit, induce, or influence any proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, consultant, agent, lessor, supplier, customer or any other person or entity which has a business relationship with the Company or its Affiliates at any time during the Non-competition Period, to discontinue or reduce or modify the extent of such relationship with the Company or any of its Affiliates.

Grantee has carefully read and considered the provisions of this Agreement and agrees that the restrictions set forth are fair and reasonable and are reasonably required for the protection of the interests of the Company, its officers, directors, shareholders, and other employees and for the protection of the business of Company. Grantee acknowledges that he or she is qualified to engage in businesses other than that described in the first paragraph of this Schedule B. It is the belief of the parties, therefore, that the best protection that can be given to Company that does not in any way infringe upon the rights of Grantee to engage in any unrelated businesses is to provide for the restrictions described above. In view of the substantial harm which would result from a breach by Grantee of this Schedule B, the parties agree that the restrictions contained herein shall be enforced to the maximum extent permitted by law. In the event that any of said restrictions shall be held unenforceable by any court of competent jurisdiction, the parties hereto agree that it is their desire that such court shall substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and that as so modified, the covenant shall be as fully enforceable as if it had been set forth herein by the parties.

Exhibit 10.2

SCHEDULE C

STANDARD TERMS AND CONDITIONS

The following terms and conditions apply to the grant of Performance Shares under this Agreement.

Application of Plan; Administration. This Agreement and the Grantee’s rights under this Agreement are subject to all the terms and conditions of the Plan, as it may be amended from time to time, as well as to such rules and regulations as the Committee may adopt. It is expressly understood that the Committee that administers the Plan is authorized to administer, construe and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Grantee to the extent permitted by the Plan. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan.

Rights as Shareholder. Neither the Grantee nor any person claiming under or through the Grantee shall have any of the rights or privileges of a shareholder of the Company in respect of any Performance Shares (whether vested or unvested) or underlying Shares unless and until such Performance Shares vest and the corresponding Shares are issued. After such issuance, the Grantee shall have the rights of a shareholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares, if any. In certain circumstances, the underlying Shares may be subject to restrictions on transferability.

Status as a Creditor. Unless and until Performance Shares have vested, the Grantee will have no settlement right with respect to any Performance Shares. Prior to settlement of any vested Performance Shares, the vested Performance Shares will represent an unfunded and unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. The Grantee is an unsecured general creditor of the Company, and settlement of Performance Shares is subject to the claims of the Company’s creditors.

Recovery of Erroneously Awarded Compensation. In the event:

•required under regulations adopted under the Dodd Frank Wall Street Reform and Consumer Protection Act;

•the Company’s financial statements covering the Performance Period are restated due to material non-compliance with financial reporting requirements within two years of the end of the Performance Period; or

•the Committee determines, in consultation with the Company’s Audit Committee, that there is a high likelihood that an out-of-period adjustment to the Company’s financial statements covering the Performance Period would be deemed to be material because there is alleged misconduct of one or more participants hereunder associated with the

Exhibit 10.2

adjustment and, absent the adjustment, the benefits payable hereunder to such participant(s) would be materially greater,

the Committee may require the Grantee to forfeit and/or repay an amount equal to the difference between the amount actually awarded pursuant to this Agreement based on the erroneous financial data and the amount of compensation that should have been awarded to the Grantee pursuant to the this Agreement under the accounting restatement or the adjusted financial statements, as applicable, as determined by the Committee in its sole discretion taking into account those factors the Committee determines necessary or appropriate.

Transferability. The Performance Shares are not transferable, whether voluntarily or involuntarily, by operation of law or otherwise, except as provided in the Plan. Any assignment, pledge, transfer, or other disposition, voluntary or involuntary, of the Grantee’s Performance Shares made, or any attachment, execution, garnishment, or lien issued against or placed upon the Performance Shares, other than as so permitted, shall be void.

Governing Law. To the extent not preempted by U.S. federal law, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida.

Fractional Shares. Fractional Shares will not be issued upon the vesting of Performance Shares. In the event that a fractional Share is owed to the Grantee, instead of paying such fractional Share, the Company shall round up the Shares that are payable to the Grantee to the nearest whole number.

Tax Liability and Withholding. The Company or one of its Affiliates shall assess and withhold any federal, state or local income taxes, social security taxes, or other employment withholding taxes that may arise or be applicable in connection with the Grantee’s participation in the Plan, including, without limitation, any tax liability associated with the grant or vesting of the Performance Shares or sale of the underlying Shares (the “Tax Liability”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s or the Affiliate’s actions in this regard, the Grantee hereby acknowledges and agrees that the Tax Liability shall be the Grantee’s sole responsibility and liability.

The Grantee acknowledges that the Company’s obligation to issue or deliver Shares shall be subject to satisfaction of the Tax Liability. Unless otherwise determined by the Company, withholding obligations shall be satisfied by having the Company or one if its Affiliates withhold all or a portion of any Shares that otherwise would be issued to the Grantee upon settlement of the vested Performance Shares; provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations. Such withheld Shares shall be valued based on the Fair Market Value as of the date the withholding obligations are satisfied. The Company or one if its Affiliates may also satisfy the Tax Liability by deduction from the Grantee’s wages or other cash compensation paid to the Grantee by the Company or the Affiliate. If the Company or an Affiliate does not elect to have withholding obligations satisfied by either withholding Shares or by deduction from the Grantee's wages or other compensation paid to the Grantee by the Company or the Affiliate, the Grantee agrees to pay the Company or

Exhibit 10.2

the Affiliate the amount of the Tax Liability in cash (or by check) as directed by the Company or the Affiliate.

No Right to Continued Employment. This Agreement shall not confer upon the Grantee any right to continue employment with the Company or any Affiliate, nor shall this Agreement interfere in any way with the Company’s or Affiliate’s right to terminate such employment at any time.

Changes in Stock. In the event that as a result of a stock dividend, stock split, reclassification, recapitalization, combination of Shares or the adjustment in capital stock of the Company or otherwise, or as a result of a merger, consolidation, spin-off or other reorganization, the Company’s common stock shall be increased, reduced or otherwise changed, the Performance Shares shall be adjusted automatically consistent with such change to prevent substantial dilution or enlargement of the rights granted to, or available for, the Grantee hereunder.

Participation in Plan. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee’s participation in the Plan, or the Grantee’s acquisition or sale of the underlying Shares. The Grantee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

Amendments to the Plan. Subject to the terms of the Plan, the Committee may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect the Grantee’s rights under this Agreement without the Grantee’s consent.

Compliance with Laws. This Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or stock exchanges as may be required.

Severability. In the event that any provision in this Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.

Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

Exhibit 10.2

SCHEDULE D

ADDITIONAL TERMS AND CONDITIONS

This Schedule Dincludes special terms and conditions applicable to Participants who are employed in and a citizen of the People’s Republic of China. These terms and conditions are in addition to or substitute for, as applicable, those set forth in the Agreement. Any capitalized term used in this Schedule D without definition shall have the meaning ascribed to such term in the Agreement.

Mandatory Sale Restriction

The Grantee acknowledges and agrees that, due to regulatory requirements in China, the Grantee shall be required to sell any Shares acquired under this Agreement and then owned by the Grantee within 90 days following the date the Grantee has a Termination of Service (the “Sale Cut-off Date”). In this regard, to the extent that any Shares issued hereunder remain in the Grantee’s brokerage account established by the Company with E*TRADE Financial Services Inc. or any successor designated broker utilized by the Company from time to time (the “Designated Broker”) as of the Sale Cut-Off Date, the Grantee authorizes the Company to instruct the Designated Broker to sell such Shares on the Sale Cut-Off Date or as soon as administratively feasible thereafter. The Grantee acknowledges that neither the Company nor its Designated Broker is obligated to arrange for the sale of the Shares at any particular price, that the Shares may be sold as part of a block trade with other Participants in which all Participants receive an average price and that, upon the sale of the Shares, the proceeds from the sale of the Shares, less any brokerage fees or commissions and subject to any obligation to satisfy any applicable taxes or other tax-related items, will be remitted to the Grantee in accordance with applicable exchange control laws and regulations.

Exchange Control Restrictions

The Grantee understands and agrees that, pursuant to local exchange control requirements, the Grantee (i) is not permitted to transfer any Shares acquired under this Agreement out of the account established by the Grantee with the Designated Broker and (ii) will be required to repatriate all cash proceeds resulting from the Grantee’s participation in the Plan, including cash dividends paid by the Company on Shares acquired under this Agreement and/or the sale of such Shares (together, the “cash proceeds”). The Grantee further understands that, under local law, such repatriation may need to be effectuated through a special exchange control account established by the Company or one of its subsidiaries and the Grantee hereby consents and agrees that all cash proceeds may be transferred to such special account prior to being delivered to the Grantee and that any interest earned on the cash proceeds prior to distribution to the Grantee will be retained by the Company to partially offset the cost of administering the Plan. The Grantee understands that the cash proceeds may be paid to the Grantee from this special account in U.S. dollars or in local currency, at the Company’s discretion. If the cash proceeds are paid in U.S. dollars, the Grantee understands that he or she will be required to establish a U.S. dollar bank account in China so that the cash proceeds may be deposited into this account. If the cash proceeds are converted to local currency, the Grantee acknowledges that the Company is under no obligation to secure any exchange conversion rate, and the Company may face delays in converting the cash proceeds to local currency due to exchange control restrictions in China. The Grantee agrees to bear the risk of any exchange conversion rate fluctuation between the date

Exhibit 10.2

the cash dividend is paid and/or the Shares are sold, as applicable, and the date of conversion of the cash proceeds to local currency. The Grantee further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.

EX-10.3

Exhibit 10.3

PERFORMANCE-BASED RESTRICTED SHARES AGREEMENT

PURSUANT TO THE

ROYAL CARIBBEAN CRUISES LTD.2008 EQUITY INCENTIVE PLAN

Name of Grantee

Grant Date

Target Number of Performance Shares

Maximum Number of Performance Shares

Value of Each Performance Share on Grant Date

Performance Period

This Performance-Based Restricted Shares Agreement (this “Agreement”) is dated as of __________ and is entered into between Royal Caribbean Cruises Ltd. (the “Company”) and _______________, an employee of the Company (the “Grantee”). This Agreement is made pursuant to the provisions of the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan, as amended and restated (the “Plan”) and consists of this document and the Plan.

The Company and the Grantee hereby agree as follows:

Definitions Capitalized terms used and not defined in this Agreement shall have the meanings given to them in the Plan. The following terms shall have the following meanings for purposes of this Agreement: “Applicable Age Requirement” means the age of 62 or above. “Applicable Service Requirement” means 15 years of continuous employment by the Company or an Affiliate of the Company. “Committee” means the Compensation Committee of the Board of Directors of the Company. “Involuntary Termination of Service” means a Termination of Service by reason of action by the Company without Cause, or, if Grantee is a member of the Board of Directors, failure of the Grantee to be nominated for election or elected. “Performance Shares” shall mean that number of restricted Shares listed above as the “Maximum Number of Performance Shares”. “Qualifying Criteria” means, collectively, the Applicable Age Requirement and the Applicable Service Requirement. “Required Service Date” shall mean the first anniversary of the Grant Date or, if later, the first anniversary of the date that the Grantee first meets both of the Qualifying Criteria. “Shares” shall mean shares of the Company’s common stock, par value $0.01 per share.

Exhibit 10.3

Grant of Performance Shares	The Company hereby issues and grants to the Grantee the Performance Shares, subject to and in accordance with the terms, conditions and restrictions set forth in the Agreement.
Vesting	Following the last day of the Performance Period, the Committee shall determine the exact number of Shares that the Grantee is entitled to under this Agreement (the “Actual Number of Performance Shares”) based on [insert applicable metrics]. Please refer to the performance matrix on Schedule A hereto which sets forth how the Actual Number of Performance Shares is calculated. Performance Shares in an amount equal to the Actual Number of Performance Shares shall become vested as of the later of (i) the third anniversary of the Grant Date and (ii) the date of the Committee’s determination of performance in accordance with the preceding paragraph (the “Vesting Date”). Any Performance Shares which do not become vested as of the Vesting Date shall be forfeited to the Company without consideration or any further action by the Grantee or the Company.
Forfeiture; Early Vesting Events	Unless otherwise specified in this Agreement, if Grantee has a Termination of Service prior to the Required Service Date, any Performance Shares that are not vested as of the effective date of termination (the “Termination Date”) shall be forfeited to the Company without consideration or any further action by the Grantee or the Company. On and after the Required Service Date, the Performance Shares granted hereunder will, subject to the early vesting provisions of paragraphs A and B below, remain outstanding and eligible to vest on the Vesting Date without regards to whether Grantee has had a Termination of Service prior to the Vesting Date. A. Early Vesting Event: Death or Disability If the Grantee has a Termination of Service by reason of his/her death or Disability prior to the Vesting Date, the Grantee shall vest as of the Termination Date in a number of shares equal to the Target Number of Performance Shares. B. Early Vesting Event: Termination Following Change in Control If, prior to the Vesting Date, (i) there is a Change in Control of the Company and (ii) within 18 months of such change, the Grantee has an Involuntary Termination of Service (a “Change in Control Vesting Event”), the Grantee shall vest as of the Termination Date in a number of shares equal to the Committee’s then best estimate of the Actual Number of Performance Shares.

Exhibit 10.3

Dividends; Rights as Shareholder	The Grantee shall be the record owner of the Performance Shares until or unless such Performance Shares are forfeited pursuant to the terms of this Agreement, and as a record owner shall be entitled to all rights of a common stock holder of the Company, including without limitation, voting rights with respect to the Performance Shares; provided that the Performance Shares shall be subject to the limitations on transfer and encumbrance set forth in “Restrictions on Transfer” below. In addition, notwithstanding the foregoing, dividends with respect to the Performance Shares shall accrue (but not get paid) during the period beginning on the Grant Date and ending on the applicable vesting date, at which time such accrued dividends shall be paid out in the form of cash. The accrued dividends that shall be paid out shall be only such amount that has accrued with respect to the number of Performance Shares that vest on such vesting date. The Grantee shall have no rights with respect to any accrued dividends in respect of Performance Shares that do not vest for any reason.
Restrictions on Transfer	Prior to the vesting of any Performance Share, the Grantee may not voluntarily or involuntarily, by operation of law or otherwise, assign, pledge, transfer, sell or otherwise dispose of or encumber such Performance Share or the Participant’s rights in connection with such Performance Shares, except as provided in the Plan. Any assignment, pledge, transfer, sale or other disposition or encumbrance, voluntary or involuntary, of the Grantee’s Performance Shares made, or any attachment, execution, garnishment, or lien issued against or placed upon the Performance Shares, other than as so permitted, shall be void.
Restrictive Covenants	The Grantee acknowledges and recognizes that his or her services to be rendered to the Company and/or its Affiliates are of a special and unusual character that have a unique value to Company and the conduct of its business, the loss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to Company of the services of the Grantee, and because of the confidential information to be obtained by or disclosed to the Grantee, and as a material inducement to Company providing this grant of Performance Shares to the Grantee, the Grantee agrees to the provisions of Schedule B attached hereto (the “Restrictive Covenants”). For the avoidance of doubt, the Restrictive Covenants contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants or agreements between the Grantee and the Company or any of its Affiliates, including but not limited to, any employment agreement between Grantee and the Company or any of its Affiliates.
Standard Terms and Conditions	Please refer to Schedule C, incorporated herein by reference, which sets forth standard terms and conditions applicable to the grant of Performance Shares.
Additional Terms for Participants in China	To the extent Grantee (i) is employed by the Company or one of its Affiliates in and (ii) is a citizen of the People’s Republic of China, the Performance Shares shall be subject to such additional or substitute terms as shall be set forth in Schedule D attached hereto.

Exhibit 10.3

By the signatures below, the Grantee and the authorized representative of the Company acknowledge agreement to this Performance-Based Restricted Shares Agreement as of the Grant Date specified above.

Royal Caribbean Cruises Ltd.                 Grantee:

By: ___________________________             _____________________________

Exhibit 10.3

SCHEDULE A

The Actual Number of Performance Shares to which the Grantee will be entitled hereunder will be calculated by the Committee based on the Company’s [insert relevant performance metric(s)]. Specifically, the Committee shall calculate the Actual Number of Performance Shares by multiplying the Grantee’s Target Number of Performance Shares by the applicable percentage determined as set forth below based on the Company’s [insert relevant performance metric(s)] for the specified [insert performance period(s)]. As noted in this Agreement, special rules apply under certain circumstances, such as death, disability and termination following a change-in-control.

[Insert relevant information regarding calculation of performance metric(s)]

The Committee will adjust [insert performance metric(s)] for fuel price variances from prices used in determining the Target below. The Committee also may, in certain circumstances and in its sole discretion, make adjustments to [insert performance metric(s)] for purposes of this Agreement for those unique or unusual events that are outside the bounds of management’s control in order to better reflect the Company’s core results, provide the intended benefit and to make the performance evaluation as relevant as possible.

The following table shall apply for calculating this Award:

Payout amount for levels of [insert performance metric(s)] between the maximum and threshold achievement shall be interpolated on a straight-line basis (rounded up to the nearest integer). The number of Actual Number of Performance Shares cannot exceed the Maximum Number of Performance Shares.

Exhibit 10.3

SCHEDULE B

RESTRICTIVE COVENANTS

Grantee hereby covenants and agrees that Grantee will not, directly or indirectly, whether as principal, agent, trustee or through the agency of any corporation, partnership, association or agent (other than as the holder of not more than five percent (5%) of the total outstanding stock of any company the securities of which are traded on a regular basis on recognized securities exchanges for the ___-year period immediately following the termination of Grantee’s employment or service under any circumstances (the "Non-competition Period"), for any reason, serve as or be a consultant to or employee, officer, agent, director or owner of another entity engaged in (or preparing to engage in) cruises, with a minimum fleet size of 1,000 berths (including ships under construction or publicly announced to be built), or cruise related businesses of any such entity.

Grantee further agrees that during the Non-competition Period, he or she shall not: (i) employ or seek to employ any person who is then employed or retained by the Company or its Affiliates (or who was so employed or retained at any time within the six (6) month period prior to the last day of Grantee’s employment or service with the Company); or (ii) solicit, induce, or influence any proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, consultant, agent, lessor, supplier, customer or any other person or entity which has a business relationship with the Company or its Affiliates at any time during the Non-competition Period, to discontinue or reduce or modify the extent of such relationship with the Company or any of its Affiliates.

Grantee has carefully read and considered the provisions of this Agreement and agrees that the restrictions set forth are fair and reasonable and are reasonably required for the protection of the interests of the Company, its officers, directors, shareholders, and other employees and for the protection of the business of Company. Grantee acknowledges that he or she is qualified to engage in businesses other than that described in the first paragraph of this Schedule B. It is the belief of the parties, therefore, that the best protection that can be given to Company that does not in any way infringe upon the rights of Grantee to engage in any unrelated businesses is to provide for the restrictions described above. In view of the substantial harm which would result from a breach by Grantee of this Schedule B, the parties agree that the restrictions contained herein shall be enforced to the maximum extent permitted by law. In the event that any of said restrictions shall be held unenforceable by any court of competent jurisdiction, the parties hereto agree that it is their desire that such court shall substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and that as so modified, the covenant shall be as fully enforceable as if it had been set forth herein by the parties.

Exhibit 10.3

SCHEDULE C

STANDARD TERMS AND CONDITIONS

The following terms and conditions apply to the grant of Performance Shares under this Agreement.

Application of Plan; Administration. This Agreement and the Grantee’s rights under this Agreement are subject to all the terms and conditions of the Plan, as it may be amended from time to time, as well as to such rules and regulations as the Committee may adopt. It is expressly understood that the Committee that administers the Plan is authorized to administer, construe and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Grantee to the extent permitted by the Plan. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan.

Recovery of Erroneously Awarded Compensation. In the event:

•required under regulations adopted under the Dodd Frank Wall Street Reform and Consumer Protection Act;

•the Company’s financial statements covering the Performance Period are restated due to material non-compliance with financial reporting requirements within two years of the end of the Performance Period; or

•the Committee determines, in consultation with the Company’s Audit Committee, that there is a high likelihood that an out-of-period adjustment to the Company’s financial statements covering the Performance Period would be deemed to be material because there is alleged misconduct of one or more participants hereunder associated with the adjustment and, absent the adjustment, the benefits payable hereunder to such participant(s) would be materially greater,

the Committee may require the Grantee to forfeit and/or repay an amount equal to the difference between the amount actually awarded pursuant to this Agreement based on the erroneous financial data and the amount of compensation that should have been awarded to the Grantee pursuant to this Agreement under the accounting restatement or the adjusted financial statements, as applicable, as determined by the Committee in its sole discretion taking into account those factors the Committee determines necessary or appropriate.

Governing Law. To the extent not preempted by U.S. federal law, this Agreement shall be governed and interpreted in accordance with the laws of the State of Florida, except that no effect shall be given to any conflicts of laws principles that would require the application of the laws of a state or territory other than Florida. Additionally, the Company and the Grantee agree that the federal and state courts located in the Southern District of Florida or Miami-Dade County, Florida will have personal jurisdiction over them to hear all disputes regarding, or related to, this Agreement. The Company and the Grantee further agree that venue will be proper only in the Southern District of Florida or Miami-Dade County, Florida and they waive all objections to that venue.

Exhibit 10.3

Tax Liability and Withholding. Upon the vesting of any Performance Shares or at any such time as required under applicable law, except to the extent the Grantee and the Company have agreed otherwise, a number of Shares having a fair market value equal to the minimum applicable withholding taxes, liabilities, and obligations (“Withholding Taxes”) required to be withheld in respect of the Shares shall be automatically delivered to the Company (rounded up to the nearest whole Share), in satisfaction of such Withholding Taxes. The number of Shares to be used for payment shall be calculated using average of the high and low trading price per Share on the New York Stock Exchange (or other principal exchange on which the Shares then trade) on the trading day immediately prior to the date of delivery of the Shares.

Continued Employment. This Agreement shall not confer upon the Grantee any right to continue employment with the Company or any Affiliate, nor shall this Agreement interfere in any way with the Company’s or Affiliate’s right to terminate such employment at any time.

Changes in Stock. In the event that as a result of a stock dividend, stock split, reclassification, recapitalization, combination of Shares or the adjustment in capital stock of the Company or otherwise, or as a result of a merger, consolidation, spin-off or other reorganization, the Company’s common stock shall be increased, reduced or otherwise changed, the Performance Shares shall be adjusted automatically consistent with such change to prevent substantial dilution or enlargement of the rights granted to, or available for, the Grantee hereunder.

Participation in Plan. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee’s participation in the Plan, or the Grantee’s acquisition or sale of the underlying Shares. The Grantee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

Amendments to the Plan. Subject to the terms of the Plan, the Committee may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect the Grantee’s rights under this Agreement without the Grantee’s consent.

Compliance with Laws. This Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or stock exchanges as may be required.

Severability. In the event that any provision in this Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.

Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

Exhibit 10.3

SCHEDULE D

ADDITIONAL TERMS AND CONDITIONS

This Schedule Dincludes special terms and conditions applicable to Participants who are employed in and a citizen of the People’s Republic of China. These terms and conditions are in addition to or substitute for, as applicable, those set forth in the Agreement. Any capitalized term used in this Schedule D without definition shall have the meaning ascribed to such term in the Agreement.

Mandatory Sale Restriction

The Grantee acknowledges and agrees that, due to regulatory requirements in China, the Grantee shall be required to sell any Shares acquired under this Agreement and then owned by the Grantee within 90 days following the date the Grantee has a Termination of Service (the “Sale Cut-off Date”). In this regard, to the extent that any Shares issued hereunder remain in the Grantee’s brokerage account established by the Company with E*TRADE Financial Services Inc. or any successor designated broker utilized by the Company from time to time (the “Designated Broker”) as of the Sale Cut-Off Date, the Grantee authorizes the Company to instruct the Designated Broker to sell such Shares on the Sale Cut-Off Date or as soon as administratively feasible thereafter. The Grantee acknowledges that neither the Company nor its Designated Broker is obligated to arrange for the sale of the Shares at any particular price, that the Shares may be sold as part of a block trade with other Participants in which all Participants receive an average price and that, upon the sale of the Shares, the proceeds from the sale of the Shares, less any brokerage fees or commissions and subject to any obligation to satisfy any applicable taxes or other tax-related items, will be remitted to the Grantee in accordance with applicable exchange control laws and regulations.

Exchange Control Restrictions

The Grantee understands and agrees that, pursuant to local exchange control requirements, the Grantee (i) is not permitted to transfer any Shares acquired under this Agreement out of the account established by the Grantee with the Designated Broker and (ii) will be required to repatriate all cash proceeds resulting from the Grantee’s participation in the Plan, including cash dividends paid by the Company on Shares acquired under this Agreement and/or the sale of such Shares (together, the “cash proceeds”). The Grantee further understands that, under local law, such repatriation may need to be effectuated through a special exchange control account established by the Company or one of its subsidiaries and the Grantee hereby consents and agrees that all cash proceeds may be transferred to such special account prior to being delivered to the Grantee and that any interest earned on the cash proceeds prior to distribution to the Grantee will be retained by the Company to partially offset the cost of administering the Plan. The Grantee understands that the cash proceeds may be paid to the Grantee from this special account in U.S. dollars or in local currency, at the Company’s discretion. If the cash proceeds are paid in U.S. dollars, the Grantee understands that he or she will be required to establish a U.S. dollar bank account in China so that the cash proceeds may be deposited into this account. If the cash proceeds are converted to local currency, the Grantee acknowledges that the Company is under no obligation to secure any exchange conversion rate, and the Company may face delays in converting the cash proceeds to local currency due to exchange control restrictions in China. The Grantee agrees to bear the risk of any exchange conversion rate fluctuation between the date the cash dividend is paid and/or the Shares are sold, as applicable, and the date of conversion of

Exhibit 10.3

the cash proceeds to local currency. The Grantee further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.

EX-10.4

Exhibit 10.4

ROYAL CARIBBEAN CRUISES LTD.

2008 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT – NON-EMPLOYEE DIRECTORS

GRANTEE:

DATE OF GRANT:

NUMBER OF RESTRICTED STOCK UNITS GRANTED:

This Restricted Stock Unit Agreement (this “Agreement”) is dated as of _________ (the “Grant Date”), and is entered into between Royal Caribbean Cruises Ltd. (the “Company”), and __________________, a non-employee director of the Company (the “Grantee”).

This Agreement is made pursuant to the provisions of the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan, as amended and restated (the “Plan”) and consists of this document and the Plan. Capitalized terms used and not defined in this Agreement shall have the meanings given to them in the Plan. By entering into this Agreement, the Grantee agrees and acknowledges that he or she has received and read a copy of the Plan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

The Grantee and the Company agree as follows:

Grant of Restricted Stock Units	The Company hereby grants to the Grantee that number of Restricted Stock Units (“Units”) specified above on the terms and conditions hereinafter set forth. Each Unit represents the unfunded, unsecured right of the Grantee to receive legal title and ownership of one share of Stock of the Company on the Delivery Date (as defined herein).
Application of Plan; Administration	This Agreement and the Grantee’s rights under this Agreement are subject to all the terms and conditions of the Plan, as it may be amended from time to time, as well as to such rules and regulations as the Committee may adopt. It is expressly understood that the Committee that administers the Plan is authorized to administer, construe and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Grantee to the extent permitted by the Plan. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan.
Vesting	The Units shall vest immediately upon grant and shall not be subject to forfeiture.
Rights as Shareholder	The Grantee will not be entitled to any privileges of ownership of Shares of Stock of the Company underlying the Grantee’s Units, including but not limited to, the right to vote such Shares or the right to receive dividends with respect to such shares, until he or she becomes the record owner of such Shares in accordance with the terms hereof.

Exhibit 10.4

Settlement of Units	(a) Time of Settlement. This Agreement will be settled by the delivery to the Grantee of one Share for each Unit on the date that is one year following the Grant Date (the “Delivery Date”). Upon the issuance of Shares in accordance with this clause, the Units granted hereby shall be extinguished. (b) Issuance of Shares. Shares due and payable to the Grantee under the terms of this Agreement shall be issued on the Delivery Date.
Transferability	The Grantee’s Units are not transferable, whether voluntarily or involuntarily, by operation of law or otherwise, except as provided in the Plan. Any assignment, pledge, transfer, or other disposition, voluntary or involuntary, of the Grantee’s Units made, or any attachment, execution, garnishment, or lien issued against or placed upon the Units, other than as so permitted, shall be void.
Taxes	(a)    U.S. Federal Income Taxes. U.S. directors of the Company will be subject to U.S. federal income tax at the time the Shares are delivered based on the Fair Market Value of the Shares that are delivered at such time. (b)    Tax Consequences for Non-U.S. Residents. Grantees who are neither citizens nor resident aliens of the U.S. should consult with their financial/tax advisor regarding both the U.S. and non-U.S. tax consequences of the receipt of this award and subsequent settlement/receipt of the Shares. (c)    The Grantee will be solely responsible for the payment of all such taxes, as well as for any other state, local or non-U.S. taxes that may be related to the Grantee’s receipt of the Units and/or Shares.
Miscellaneous	(a)    This Agreement shall not confer upon the Grantee any right to continue serving on the Board of Directors of the Company. (b)    Subject to the terms of the Plan, the Committee may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect the Grantee’s rights under this Agreement without the Grantee’s consent. (c)    This Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or stock exchanges as may be required. (d)    To the extent not preempted by U.S. federal law, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida.

By the signatures below, the Grantee and the authorized representative of the Company acknowledge agreement to this Restricted Stock Unit Agreement as of the Date of Grant specified above.

Royal Caribbean Cruises Ltd.                                           Grantee:

By:

_______________________                                              _____________________________

EX-10.5

Exhibit 10.5

ROYAL CARIBBEAN CRUISES LTD.

2008 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

GRANTEE:

DATE OF GRANT:

NUMBER OF RESTRICTED STOCK UNITS GRANTED:

This Restricted Stock Unit Agreement (the “Agreement”) is dated as of _______ , and is entered into between Royal Caribbean Cruises Ltd. (the “Company”) and _____, an employee of the Company and/or one of its Affiliates (the “Grantee”).

This Agreement is pursuant to the provisions of the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan, as amended and restated (the “Plan”), with respect to the number of Restricted Stock Units (“Units”) specified above. Capitalized terms used and not defined in this Agreement shall have the meanings given to them in the Plan. This Agreement consists of this document and the Plan. The obligation of the Company pursuant to this Agreement is that of an unfunded and unsecured pledge to transfer to Grantee, as of the applicable Vesting Date, legal title and ownership of shares of Stock of the Company (the “Shares”).

Grantee and the Company agree as follows:

Application of Plan; Administration	This Agreement and Grantee’s rights under this Agreement are subject to all the terms and conditions of the Plan, as it may be amended from time to time, as well as to such rules and regulations as the Committee may adopt. It is expressly understood that the Committee that administers the Plan is authorized to administer, construe and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon Grantee to the extent permitted by the Plan. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan.
Vesting	Unless sooner Vested in accordance with the terms of the Plan, the Units will become Vested Units on the dates and in the respective amounts set forth below and will no longer be subject to forfeiture (such date referred to herein as the “Vesting Date”). Vesting Dates and Shares ________("First Vesting Date") ________ ________("Second Vesting Date") ________ ________("Final Vesting Date") ________
Rights as Shareholder	Grantee will not be entitled to any privileges of ownership of Shares of Stock of the Company underlying Grantee’s Units unless and until they actually Vest.

Exhibit 10.5

Settlement of Units	(a) Time of Settlement. This Agreement will be settled by the delivery to Grantee of one Share for each Vested Unit as of the Vesting Date. (b) Termination Prior to Vesting Date. Unless otherwise specified in the Plan, if Grantee has a Termination of Service prior to the Vesting Date other than by reason of his/her death or Disability, Grantee will forfeit Units that have not vested. If Grantee has a Termination of Service by reason of his/her death or Disability, all Units that have not Vested shall immediately Vest. (c) Issuance of Shares. Shares due and payable to Grantee under the terms of this Agreement shall be issued as of the Vesting Date.
Transferability	Grantee’s Units are not transferable, whether voluntarily or involuntarily, by operation of law or otherwise, except as provided in the Plan. Any assignment, pledge, transfer, or other disposition, voluntary or involuntary, of Grantee’s Units made, or any attachment, execution, garnishment, or lien issued against or placed upon the Units, other than as so permitted, shall be void.
Taxes	(a) FICA/Medicare Taxes. U.S. employees of the Company and/or its Affiliates will be subject to FICA/Medicare tax on each Vesting Date based on the Fair Market Value of the Shares underlying the Units that Vest on such Vesting Date. (b) U.S. Federal Income Taxes. U.S. employees of the Company and/or its Affiliates will be subject to U.S. federal income tax on each Vesting Date based on the Fair Market Value of the Shares underlying the Units that Vest on such Vesting Date. (c) Tax Consequences for Non-U.S. Residents. Grantees who are neither citizens nor resident aliens of the U.S. should consult with their financial/tax advisor regarding both the U.S. and non-U.S. tax consequences of the receipt of this award and subsequent settlement/receipt of the Shares. (d) Grantee will be solely responsible for the payment of all such taxes, as well as for any other state, local or non-U.S. taxes that may be related to Grantee’s receipt of the Units and/or Shares.
Restrictive Covenants	The Grantee acknowledges and recognizes that his or her services to be rendered to the Company and/or its Affiliates are of a special and unusual character that have a unique value to Company and the conduct of its business, the loss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to Company of the services of Grantee, and because of the confidential information to be obtained by or disclosed to Grantee, and as a material inducement to Company providing this grant of Units to Grantee, Grantee agrees to the provisions of Schedule A attached hereto (the “Restrictive Covenants”). For the avoidance of doubt, the Restrictive Covenants contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants or agreements between Grantee and the Company or any of its Affiliates, including but not limited to, any employment agreement between Grantee and the Company or any of its Affiliates.

Exhibit 10.5

Miscellaneous

This Agreement shall not confer upon an employee any right to continue employment with the Company or any Affiliate, nor shall this Agreement interfere in any way with the Company’s or Affiliate’s right to terminate such employment at any time.  Subject to the terms of the Plan, the Committee may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect Grantee’s rights under this Agreement without Grantee’s consent.  This Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or stock exchanges as may be required. To the extent not preempted by U.S. federal law, this Agreement shall be governed and interpreted in accordance with the laws of the State of Florida, except that no effect shall be given to any conflicts of laws principles that would require the application of the laws of a state or territory other than Florida. Additionally, the Parties agree that the federal and state courts located in the Southern District of Florida or Miami-Dade County, Florida will have personal jurisdiction over them to hear all disputes regarding, or related to, this Agreement. The Parties further agree that venue will be proper only in the Southern District of Florida or Miami-Dade County, Florida and they waive all objections to that venue.

Additional Terms for Participants in China

To the extent Grantee (i) is employed by the Company or one of its Affiliates in and (ii) is a citizen of the People’s Republic of China, the Units shall be subject to such additional or substitute terms as shall be set forth in Schedule B attached hereto.

By the signatures below, the Grantee and the authorized representative of the Company acknowledge agreement to this Restricted Stock Unit Agreement as of the Grant Date specified above.

Royal Caribbean Cruises Ltd.                     Grantee:

By: ______________________________                 ______________________

Exhibit 10.5

SCHEDULE A

RESTRICTIVE COVENANTS

Grantee hereby covenants and agrees that Grantee will not, directly or indirectly, whether as principal, agent, trustee or through the agency of any corporation, partnership, association or agent (other than as the holder of not more than five percent (5%) of the total outstanding stock of any company the securities of which are traded on a regular basis on recognized securities exchanges for the _____-year period immediately following the termination of Grantee’s employment under any circumstances (the "Non-competition Period"), for any reason, serve as or be a consultant to or employee, officer, agent, director or owner of another entity engaged in (or preparing to engage in) cruises, with a minimum fleet size of 1,000 berths (including ships under construction or publicly announced to be built), or cruise related businesses of any such entity.

Grantee further agrees that during the Non-competition Period, he or she shall not: (i) employ or seek to employ any person who is then employed or retained by the Company or its Affiliates (or who was so employed or retained at any time within the six (6) month period prior to the last day of Grantee’s employment with the Company); or (ii) solicit, induce, or influence any proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, consultant, agent, lessor, supplier, customer or any other person or entity which has a business relationship with the Company or its Affiliates at any time during the Non-competition Period, to discontinue or reduce or modify the extent of such relationship with the Company or any of its Affiliates.

Employee has carefully read and considered the provisions of this Agreement and agrees that the restrictions set forth are fair and reasonable and are reasonably required for the protection of the interests of the Company, its officers, directors, shareholders, and other employees and for the protection of the business of Company. Grantee acknowledges that he or she is qualified to engage in businesses other than that described in the first paragraph of this Schedule A. It is the belief of the parties, therefore, that the best protection that can be given to Company that does not in any way infringe upon the rights of Grantee to engage in any unrelated businesses is to provide for the restrictions described above. In view of the substantial harm which would result from a breach by Grantee of this Schedule A, the parties agree that the restrictions contained herein shall be enforced to the maximum extent permitted by law. In the event that any of said restrictions shall be held unenforceable by any court of competent jurisdiction, the parties hereto agree that it is their desire that such court shall substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and that as so modified, the covenant shall be as fully enforceable as if it had been set forth herein by the parties.

Exhibit 10.5

SCHEDULE B

ADDITIONAL TERMS AND CONDITIONS

This Schedule B includes special terms and conditions applicable to Participants who are employed in and a citizen of the People’s Republic of China. These terms and conditions are in addition to or substitute for, as applicable, those set forth in the Agreement. Any capitalized term used in this Schedule B without definition shall have the meaning ascribed to such term in the Agreement.

Mandatory Sale Restriction

The Grantee acknowledges and agrees that, due to regulatory requirements in China, the Grantee shall be required to sell any Shares acquired under this Agreement and then owned by the Grantee within 90 days following the date the Grantee has a Termination of Service (the “Sale Cut-off Date”). In this regard, to the extent that any Shares issued hereunder remain in the Grantee’s brokerage account established by the Company with E*TRADE Financial Services Inc. or any successor designated broker utilized by the Company from time to time (the “Designated Broker”) as of the Sale Cut-Off Date, the Grantee authorizes the Company to instruct the Designated Broker to sell such Shares on the Sale Cut-Off Date or as soon as administratively feasible thereafter. The Grantee acknowledges that neither the Company nor its Designated Broker is obligated to arrange for the sale of the Shares at any particular price, that the Shares may be sold as part of a block trade with other Participants in which all Participants receive an average price and that, upon the sale of the Shares, the proceeds from the sale of the Shares, less any brokerage fees or commissions and subject to any obligation to satisfy any applicable taxes or other tax-related items, will be remitted to the Grantee in accordance with applicable exchange control laws and regulations.

Exchange Control Restrictions

The Grantee understands and agrees that, pursuant to local exchange control requirements, the Grantee (i) is not permitted to transfer any Shares acquired under this Agreement out of the account established by the Grantee with the Designated Broker and (ii) will be required to repatriate all cash proceeds resulting from the Grantee’s participation in the Plan, including cash dividends paid by the Company on Shares acquired under this Agreement and/or the sale of such Shares (together, the “cash proceeds”). The Grantee further understands that, under local law, such repatriation may need to be effectuated through a special exchange control account established by the Company or one of its subsidiaries and the Grantee hereby consents and agrees that all cash proceeds may be transferred to such special account prior to being delivered to the Grantee and that any interest earned on the cash proceeds prior to distribution to the Grantee will be retained by the Company to partially offset the cost of administering the Plan. The Grantee understands that the cash proceeds may be paid to the Grantee from this special account in U.S. dollars or in local currency, at the Company’s discretion. If the cash proceeds are paid in U.S. dollars, the Grantee understands that he or she will be required to establish a U.S. dollar bank account in China so that the cash proceeds may be deposited into this account. If the cash proceeds are converted to local currency, the Grantee acknowledges that the Company is under no obligation to secure any exchange

Exhibit 10.5

conversion rate, and the Company may face delays in converting the cash proceeds to local currency due to exchange control restrictions in China. The Grantee agrees to bear the risk of any exchange conversion rate fluctuation between the date the cash dividend is paid and/or the Shares are sold, as applicable, and the date of conversion of the cash proceeds to local currency. The Grantee further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.

EX-10.6

Exhibit 10.6

Royal Caribbean Cruises Ltd.

2008 EQUITY INCENTIVE PLAN

Restricted Stock Unit Agreement

GRANTEE:

DATE OF GRANT:

NUMBER OF RESTRICTED STOCK UNITS GRANTED

This Restricted Stock Unit Agreement (the “Agreement”) is dated as of _________________, (the “Grant Date”) and is entered into between Royal Caribbean Cruises Ltd. (the “Company”) and ____________________, an employee of the Company and/or its Affiliates (the “Grantee”).

This Agreement is pursuant to the provisions of the Royal Caribbean Cruises Ltd. 2008 Equity Incentive Plan, as amended and restated (the “Plan”), with respect to the number of Restricted Stock Units (“Units”) specified above. Capitalized terms used and not defined in this Agreement shall have the meanings given to them in the Plan. This Agreement consists of this document and the Plan. The obligation of the Company pursuant to this Agreement is that of an unfunded and unsecured pledge to transfer to Grantee, as of the applicable Vesting Date, legal title and ownership of shares of Stock of the Company (the “Shares”).

Grantee and the Company agree as follows:

Application of Plan; Administration	This Agreement and Grantee’s rights under this Agreement are subject to all the terms and conditions of the Plan, as it may be amended from time to time, as well as to such rules and regulations as the Committee may adopt. It is expressly understood that the Committee that administers the Plan is authorized to administer, construe and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon Grantee to the extent permitted by the Plan. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan.
Vesting	Unless sooner Vested in accordance with the terms of the Plan or Schedule A hereto, the Units will become Vested Units on the dates and in the respective amounts set forth below and will no longer be subject to forfeiture (each such date, including any date where shares vest on an accelerated basis pursuant to Schedule A, referred to herein as a “Vesting Date”):
	Vesting Dates	Shares
	____, 20__ (“First Vesting Date”)	_____________
	____, 20__ (“Second Vesting Date”)	_____________
	____, 20__ (“Final Vesting Date”)	_____________

Exhibit 10.6

Rights as Shareholder	Grantee will not be entitled to any privileges of ownership of Shares of Stock of the Company underlying Grantee’s Units unless and until they actually Vest.
Settlement of Units	(a) Time of Settlement. This Agreement will be settled by the delivery to Grantee of one Share for each Vested Unit as of each Vesting Date. (b) Termination Prior to Vesting Date. Unless otherwise specified in the Plan, if Grantee has a Termination of Service prior to any Vesting Date other than by reason of his/her death or Disability, Grantee will forfeit Units that have not Vested. If Grantee has a Termination of Service by reason of his/her death or Disability, all Units that have not Vested shall immediately Vest. (c) Issuance of Shares. Shares due and payable to Grantee under the terms of this Agreement shall be issued as of the applicable Vesting Date. Such shares may be subject to restrictions on transferability to the extent set forth in Schedule A hereto.
Transferability	Grantee’s Units are not transferable, whether voluntarily or involuntarily, by operation of law or otherwise, except as provided in the Plan. Any assignment, pledge, transfer, or other disposition, voluntary or involuntary, of Grantee’s Units made, or any attachment, execution, garnishment, or lien issued against or placed upon the Units, other than as so permitted, shall be void.
Taxes	(a) FICA/Medicare Taxes. U.S. employees of the Company and/or its Affiliates will be subject to FICA/Medicare tax on each Vesting Date based on the Fair Market Value of the Shares underlying the Units that Vest on such Vesting Date. (b) U.S. Federal Income Taxes. U.S. employees of the Company and/or its Affiliates will be subject to U.S. federal income tax on each Vesting Date based on the Fair Market Value of the Shares underlying the Units that Vest on such Vesting Date. (c) Tax Consequences for Non-U.S. Residents. Grantees who are neither citizens nor resident aliens of the U.S. should consult with their financial/tax advisor regarding both the U.S. and non-U.S. tax consequences of the receipt of this award and subsequent settlement/receipt of the Shares. (d) Grantee will be solely responsible for the payment of all such taxes, as well as for any other state, local or non-U.S. taxes that may be related to Grantee’s receipt of the Units and/or Shares.

Exhibit 10.6

Restrictive Covenants	The Grantee acknowledges and recognizes that his or her services to be rendered to the Company and/or its Affiliates are of a special and unusual character that have a unique value to Company and the conduct of its business, the loss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to Company of the services of Grantee, and because of the confidential information to be obtained by or disclosed to Grantee, and as a material inducement to Company providing this grant of Units to Grantee, Grantee agrees to the provisions of Schedule B attached hereto (the “Restrictive Covenants”). For the avoidance of doubt, the Restrictive Covenants contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants or agreements between Grantee and the Company or any of its Affiliates, including but not limited to, any employment agreement between Grantee and the Company or any of its Affiliates.
Miscellaneous	(a) This Agreement shall not confer upon an employee any right to continue employment with the Company or any Affiliate, nor shall this Agreement interfere in any way with the Company’s or Affiliate’s right to terminate such employment at any time.  (b) Subject to the terms of the Plan, the Committee may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect Grantee’s rights under this Agreement without Grantee’s consent. (c) This Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or stock exchanges as may be required. (d) To the extent not preempted by U.S. federal law, this Agreement shall be governed and interpreted in accordance with the laws of the State of Florida, except that no effect shall be given to any conflicts of laws principles that would require the application of the laws of a state or territory other than Florida. Additionally, the Parties agree that the federal and state courts located in the Southern District of Florida or Miami-Dade County, Florida will have personal jurisdiction over them to hear all disputes regarding, or related to, this Agreement. The Parties further agree that venue will be proper only in the Southern District of Florida or Miami-Dade County, Florida and they waive all objections to that venue.
Additional Terms for Participants in China	To the extent Grantee (i) is employed by the Company or one of its Affiliates in and (ii) is a citizen of the People’s Republic of China, the Units shall be subject to such additional or substitute terms as shall be set forth in Schedule C attached hereto.

By the signatures below, the Grantee and the authorized representative of the Company acknowledge agreement to this Restricted Stock Unit Agreement as of the Date of Grant specified above.

Royal Caribbean Cruises Ltd.	Grantee:
By: ______________________________	___________________________

Exhibit 10.6

SCHEDULE A

ACCELERATED VESTING INTO REQUIREMENT

1. For purposes of this Agreement, the following terms shall, when capitalized, have the following meanings:

“Applicable Age Requirement” means the age of 62 or above.

“Applicable Service Requirement” means 15 years of continuous employment by the Company.

“Grant Date Qualifying Grantee” means a Grantee who meets both of the Qualifying Criteria as of the Grant Date.

“Qualifying Criteria” means, collectively, the Applicable Age Requirement and the Applicable Service Requirement.

2. If Grantee is a Grant Date Qualifying Grantee, then, notwithstanding the vesting schedule set forth in “Vesting”, 100% of the Units shall vest on the First Vesting Date.

3. If Grantee is not a Grant Date Qualifying Grantee but meets both of the Qualifying Criteria prior to the Final Vesting Date, all Units that have not Vested in accordance with the vesting schedule set forth in “Vesting” shall immediately Vest on the first anniversary of the first date Grantee meets both of the Qualifying Criteria.

4. (a) Grantee hereby acknowledges and agrees that he or she shall not sell, assign, pledge, transfer or otherwise dispose of any of the Shares issued in respect of the Vested Units issued in accordance with Section 2 or 3 above earlier than the Vesting Dates that would have applied to such Units but for the application of this Schedule A. By way of example, a Grant Date Qualifying Grantee whose shares vest on an accelerated basis pursuant to Section 2 above shall be eligible to sell up to 1/3 of the Shares starting on the First Vesting Date, up to 2/3 of the Shares starting on the Second Vesting Date, and up to all of the Shares on the Final Vesting Date.

(b) The book entry or certificate representing the Shares issued in accordance with this Schedule A shall contain a notation or bear the following legend noting the existence of the restrictions on transfer.

“THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A

Exhibit 10.6

RESTRICTED STOCK UNIT AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.”

(c) Grantee agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent.

Exhibit 10.6

SCHEDULE B

RESTRICTIVE COVENANTS

Grantee hereby covenants and agrees that Grantee will not, directly or indirectly, whether as principal, agent, trustee or through the agency of any corporation, partnership, association or agent (other than as the holder of not more than five percent (5%) of the total outstanding stock of any company the securities of which are traded on a regular basis on recognized securities exchanges for the ____-year period immediately following the termination of Grantee’s employment under any circumstances (the "Non-competition Period"), for any reason, serve as or be a consultant to or employee, officer, agent, director or owner of another entity engaged in (or preparing to engage in) cruises, with a minimum fleet size of 1,000 berths (including ships under construction or publicly announced to be built), or cruise related businesses of any such entity.

Grantee further agrees that during the Non-competition Period, he or she shall not: (i) employ or seek to employ any person who is then employed or retained by the Company or its Affiliates (or who was so employed or retained at any time within the six (6) month period prior to the last day of Grantee’s employment with the Company); or (ii) solicit, induce, or influence any proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, consultant, agent, lessor, supplier, customer or any other person or entity which has a business relationship with the Company or its Affiliates at any time during the Non-competition Period, to discontinue or reduce or modify the extent of such relationship with the Company or any of its Affiliates.

Employee has carefully read and considered the provisions of this Agreement and agrees that the restrictions set forth are fair and reasonable and are reasonably required for the protection of the interests of the Company, its officers, directors, shareholders, and other employees and for the protection of the business of Company. Grantee acknowledges that he or she is qualified to engage in businesses other than that described in the first paragraph of this Schedule B. It is the belief of the parties, therefore, that the best protection that can be given to Company that does not in any way infringe upon the rights of Grantee to engage in any unrelated businesses is to provide for the restrictions described above. In view of the substantial harm which would result from a breach by Grantee of this Schedule B, the parties agree that the restrictions contained herein shall be enforced to the maximum extent permitted by law. In the event that any of said restrictions shall be held unenforceable by any court of competent jurisdiction, the parties hereto agree that it is their desire that such court shall substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and that as so modified, the covenant shall be as fully enforceable as if it had been set forth herein by the parties.

Exhibit 10.6

SCHEDULE C

ADDITIONAL TERMS AND CONDITIONS

This Schedule C includes special terms and conditions applicable to Participants who are employed in and a citizen of the People’s Republic of China. These terms and conditions are in addition to or substitute for, as applicable, those set forth in the Agreement. Any capitalized term used in this Schedule C without definition shall have the meaning ascribed to such term in the Agreement.

Mandatory Sale Restriction

The Grantee acknowledges and agrees that, due to regulatory requirements in China, the Grantee shall be required to sell any Shares acquired under this Agreement and then owned by the Grantee within 90 days following the date the Grantee has a Termination of Service (the “Sale Cut-off Date”). In this regard, to the extent that any Shares issued hereunder remain in the Grantee’s brokerage account established by the Company with E*TRADE Financial Services Inc. or any successor designated broker utilized by the Company from time to time (the “Designated Broker”) as of the Sale Cut-Off Date, the Grantee authorizes the Company to instruct the Designated Broker to sell such Shares on the Sale Cut-Off Date or as soon as administratively feasible thereafter. The Grantee acknowledges that neither the Company nor its Designated Broker is obligated to arrange for the sale of the Shares at any particular price, that the Shares may be sold as part of a block trade with other Participants in which all Participants receive an average price and that, upon the sale of the Shares, the proceeds from the sale of the Shares, less any brokerage fees or commissions and subject to any obligation to satisfy any applicable taxes or other tax-related items, will be remitted to the Grantee in accordance with applicable exchange control laws and regulations.

Exchange Control Restrictions

The Grantee understands and agrees that, pursuant to local exchange control requirements, the Grantee (i) is not permitted to transfer any Shares acquired under this Agreement out of the account established by the Grantee with the Designated Broker and (ii) will be required to repatriate all cash proceeds resulting from the Grantee’s participation in the Plan, including cash dividends paid by the Company on Shares acquired under this Agreement and/or the sale of such Shares (together, the “cash proceeds”). The Grantee further understands that, under local law, such repatriation may need to be effectuated through a special exchange control account established by the Company or one of its subsidiaries and the Grantee hereby consents and agrees that all cash proceeds may be transferred to such special account prior to being delivered to the Grantee and that any interest earned on the cash proceeds prior to distribution to the Grantee will be retained by the Company to partially offset the cost of administering the Plan. The Grantee understands that the cash proceeds may be paid to the Grantee from this special account in U.S. dollars or in local currency, at the Company’s discretion. If the cash proceeds are paid in U.S. dollars, the Grantee understands that he or she will be required to establish a U.S. dollar bank account in China so that the cash proceeds may be deposited into this account. If the cash proceeds are converted to local currency, the Grantee acknowledges that the Company is

Exhibit 10.6

under no obligation to secure any exchange conversion rate, and the Company may face delays in converting the cash proceeds to local currency due to exchange control restrictions in China. The Grantee agrees to bear the risk of any exchange conversion rate fluctuation between the date the cash dividend is paid and/or the Shares are sold, as applicable, and the date of conversion of the cash proceeds to local currency. The Grantee further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Jason T. Liberty, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Royal Caribbean Cruises Ltd.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 4, 2023
		/s/ Jason T. Liberty
		Jason T. Liberty
		President and
		Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Naftali Holtz, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Royal Caribbean Cruises Ltd.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 4, 2023
		/s/ Naftali Holtz
		Naftali Holtz
		Chief Financial Officer
		(Principal Financial Officer)

EX-32.1

Exhibit 32.1

In connection with the quarterly report on Form 10-Q for the quarterly period ended March 31, 2023 as filed by Royal Caribbean Cruises Ltd. with the Securities and Exchange Commission on the date hereof (the “Report”), Jason T. Liberty, President and Chief Executive Officer, and Naftali Holtz, Chief Financial Officer, each hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1.the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Royal Caribbean Cruises Ltd.

Date:	May 4, 2023
		By:	/s/ Jason T. Liberty
			Jason T. Liberty
			President and
			Chief Executive Officer
			(Principal Executive Officer)
		By:	/s/ Naftali Holtz
			Naftali Holtz
			Chief Financial Officer
			(Principal Financial Officer)

XML

Cover Page - shares	3 Months Ended
	Mar. 31, 2023	May 01, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	1-11884
Entity Registrant Name	ROYAL CARIBBEAN CRUISES LTD
Entity Incorporation, State or Country Code	N0
Entity Tax Identification Number	98-0081645
Entity Address, Address Line One	1050 Caribbean Way
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33132
City Area Code	305
Local Phone Number	539-6000
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	RCL
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		255,736,665
Entity Central Index Key	0000884887
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Total revenues	$ 2,885,146	$ 1,059,231
Cruise operating expenses:
Total cruise operating expenses	1,792,905	1,184,942
Marketing, selling and administrative expenses	460,855	394,030
Depreciation and amortization expenses	359,773	339,467
Operating Income (Loss)	271,613	(859,208)
Other (expense) income:
Interest income	14,808	3,322
Interest expense, net of interest capitalized	(359,387)	(277,659)
Equity investment income (loss)	20,471	(31,059)
Other income (expense)	4,585	(2,538)
Total other income (expense)	(319,523)	(307,934)
Net Loss	$ (47,910)	$ (1,167,142)
Income (Loss) per Share:
Basic (in dollars per share)	$ (0.19)	$ (4.58)
Diluted (in dollars per share)	$ (0.19)	$ (4.58)
Weighted-Average Shares Outstanding:
Basic (in shares)	255,465	254,821
Diluted (in shares)	255,465	254,821
Comprehensive Loss
Net Loss	$ (47,910)	$ (1,167,142)
Other comprehensive (loss) income:
Foreign currency translation adjustments	(6,546)	7,778
Change in defined benefit plans	3,513	12,597
(Loss) gain on cash flow derivative hedges	(31,697)	195,901
Net current-period other comprehensive income (loss)	(34,730)	216,276
Comprehensive loss	(82,640)	(950,866)
Passenger ticket revenues
Total revenues	1,896,516	651,858
Onboard and other
Total revenues	988,630	407,373
Cruise operating expenses:
Total cruise operating expenses	158,635	74,439
Commissions, transportation and other
Cruise operating expenses:
Total cruise operating expenses	402,930	150,343
Payroll and related
Cruise operating expenses:
Total cruise operating expenses	309,998	349,618
Food
Cruise operating expenses:
Total cruise operating expenses	199,391	100,184
Fuel
Cruise operating expenses:
Total cruise operating expenses	301,513	188,480
Other operating
Cruise operating expenses:
Total cruise operating expenses	$ 420,438	$ 321,878

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 1,226,871	$ 1,935,005
Trade and other receivables, net of allowances of $10,483 and $11,612 at March 31, 2023 and December 31, 2022, respectively	379,177	531,066
Inventories	221,299	224,016
Prepaid expenses and other assets	543,599	455,836
Derivative financial instruments	42,651	59,083
Total current assets	2,413,597	3,205,006
Property and equipment, net	27,466,333	27,546,445
Operating lease right-of-use assets	521,209	537,559
Goodwill	809,258	809,277
Other assets, net of allowances of $63,102 and $71,614 at March 31, 2023 and December 31, 2022, respectively	1,660,090	1,678,074
Total assets	32,870,487	33,776,361
Current liabilities
Current portion of long-term debt	2,055,307	2,087,711
Current portion of operating lease liabilities	78,385	79,760
Accounts payable	714,837	646,727
Accrued expenses and other liabilities	1,200,590	1,459,957
Derivative financial instruments	121,836	131,312
Customer deposits	5,270,589	4,167,997
Total current liabilities	9,441,544	8,573,464
Long-term debt	19,404,804	21,303,480
Long-term operating lease liabilities	509,530	523,006
Other long-term liabilities	489,188	507,599
Total liabilities	29,845,066	30,907,549
Shareholders’ equity
Preferred stock ($0.01 par value; 20,000,000 shares authorized; none outstanding)	0	0
Common stock ($0.01 par value; 500,000,000 shares authorized; 283,979,907 and 283,257,102 shares issued, March 31, 2023 and December 31, 2022, respectively)	2,840	2,832
Paid-in capital	7,351,493	7,284,852
Accumulated deficit	(1,755,339)	(1,707,429)
Accumulated other comprehensive loss	(677,944)	(643,214)
Treasury stock (28,248,125 and 28,018,385 common shares at cost, March 31, 2023 and December 31, 2022, respectively)	(2,069,432)	(2,068,229)
Total shareholders’ equity attributable to Royal Caribbean Cruises Ltd.	2,851,618	2,868,812
Noncontrolling Interests	173,803	0
Total shareholders’ equity	3,025,421	2,868,812
Total liabilities and shareholders’ equity	$ 32,870,487	$ 33,776,361

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Trade and other receivables, allowance for credit loss	$ 10,483	$ 11,612
Other assets, allowance for credit loss	$ 63,102	$ 71,614
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	20,000,000	20,000,000
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	283,979,907	283,257,102
Treasury stock, common shares (in shares)	28,248,125	28,018,385

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating Activities
Net Loss	$ (47,910)	$ (1,167,142)
Adjustments:
Depreciation and amortization	359,773	339,467
Net deferred income tax benefit	(11,366)	(3,067)
(Gain) loss on derivative instruments not designated as hedges	(3,397)	10,873
Share-based compensation expense	26,270	22,839
Equity investment (income) loss	(20,471)	31,059
Amortization of debt issuance costs, discounts and premiums	30,070	43,190
Loss on extinguishment of debt	13,289	0
Changes in operating assets and liabilities:
Decrease (increase) in trade and other receivables, net	122,940	(32,236)
Decrease (increase) in inventories	2,716	(29,242)
Increase in prepaid expenses and other assets	(78,489)	(124,394)
Increase in accounts payable trade	56,682	112,426
Decrease in accrued expenses and other liabilities	(258,713)	(119,068)
Increase in customer deposits	1,102,592	406,534
Other, net	15,932	(20,086)
Net cash provided by (used in) operating activities	1,309,918	(528,847)
Investing Activities
Purchases of property and equipment	(251,933)	(1,363,086)
Cash received on settlement of derivative financial instruments	5,405	5,650
Cash paid on settlement of derivative financial instruments	(5,658)	(77,853)
Cash received on loans to unconsolidated affiliates	5,392	4,444
Other, net	12,694	(12,296)
Net cash used in investing activities	(234,100)	(1,443,141)
Financing Activities
Debt proceeds	705,000	2,349,969
Debt issuance costs	(27,213)	(93,763)
Repayments of debt	(2,663,665)	(1,007,632)
Proceeds from sale of noncontrolling interest	209,320	0
Other, net	(7,617)	(10,843)
Net cash (used in) provided by financing activities	(1,784,175)	1,237,731
Effect of exchange rate changes on cash and cash equivalents	223	991
Net decrease in cash and cash equivalents	(708,134)	(733,266)
Cash and cash equivalents at beginning of period	1,935,005	2,701,770
Cash and cash equivalents at end of period	1,226,871	1,968,504
Cash paid during the period for:
Interest, net of amount capitalized	389,294	225,771
Non-cash Investing Activities
Purchase of property and equipment included in accounts payable and accrued expenses and other liabilities	$ 19,321	$ 31,899

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock	Paid-in Capital	Paid-in Capital Cumulative Effect, Period of Adoption, Adjustment	Retained Earnings (Accumulated Deficit)	Retained Earnings (Accumulated Deficit) Cumulative Effect, Period of Adoption, Adjustment	Accumulated Other Comprehensive Loss	Treasury Stock	Noncontrolling Interest
Beginning balance at Dec. 31, 2021	$ 5,085,556	$ (161,420)	$ 2,827	$ 7,557,297	$ (307,640)	$ 302,276	$ 146,220	$ (710,885)	$ (2,065,959)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Activity related to employee stock plans	17,928		3	17,888		37
Changes related to cash flow derivative hedges	195,901							195,901
Change in defined benefit plans	12,597							12,597
Foreign currency translation adjustments	7,778							7,778
Purchase of treasury stock	(2,270)								(2,270)
Net Loss	(1,167,142)					(1,167,142)
Ending balance at Mar. 31, 2022	3,988,928		2,830	7,267,545		(718,609)		(494,609)	(2,068,229)	0
Beginning balance at Dec. 31, 2022	2,868,812		2,832	7,284,852		(1,707,429)		(643,214)	(2,068,229)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Activity related to employee stock plans	21,351		8	21,343
Changes related to cash flow derivative hedges	(31,697)							(31,697)
Change in defined benefit plans	3,513							3,513
Foreign currency translation adjustments	(6,546)							(6,546)
Purchase of treasury stock	(1,203)								(1,203)
Noncontrolling Interest	219,101			45,298						173,803
Net Loss	(47,910)					(47,910)
Ending balance at Mar. 31, 2023	$ 3,025,421		$ 2,840	$ 7,351,493		$ (1,755,339)		$ (677,944)	$ (2,069,432)	$ 173,803

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General

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

General

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 have a combined fleet of 64 ships as of March 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.

Liquidity

As a result of the global pandemic impact of COVID-19, we paused our guest cruise operations in March 2020 and began resuming guest cruise operations in 2021, with our full fleet in service by June 2022. During this period of time, we have taken proactive measures to manage our liquidity, including issuing debt and shares of our common stock, amending credit agreements to defer payments, obtaining relevant modification of covenant requirements and waivers, and reducing operating expenses and capital expenditures.

As of March 31, 2023, we had liquidity of $3.9 billion, including $2.6 billion of undrawn revolving credit facility capacity, and $1.2 billion in cash and cash equivalents. We believe that we have sufficient liquidity to fund our obligations for at least the next twelve months from the issuance of these financial statements. Refer to Note 6. Debt for further information regarding refinancing transactions and the applicable financial covenants.

We will continue to pursue various opportunities to raise capital to fund obligations associated with future debt maturities and/or to extend the maturity dates associated with our existing indebtedness or facilities.

Basis for Preparation of Consolidated Financial Statements

The unaudited consolidated financial statements are presented pursuant to the rules and regulations of the Securities and Exchange Commission. In our opinion, these statements include all adjustments necessary for a fair statement of the results of the interim periods reported herein. Adjustments consist only of normal recurring items, except for any items discussed in the notes below. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted as permitted by such Securities and Exchange Commission rules and regulations. 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 in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2022 for a discussion of our significant accounting policies.

All significant intercompany accounts and transactions are eliminated in consolidation. We consolidate entities over which we have control, usually evidenced by a direct ownership interest of greater than 50%, and variable interest entities where we are determined to be the primary beneficiary. Refer to Note 5. Investments and Other Assets for further information regarding our variable interest entities. For affiliates we do not control but over which we have significant influence on

financial and operating policies, usually evidenced by a direct ownership interest from 20% to 50%, the investment is accounted for using the equity method.

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Adoption of Accounting Pronouncements

In September 2022, the FASB issued ASU No. 2022-04, Liabilities-Supplier Finance Programs (Subtopic 405-50) - Disclosure of Supplier Finance Program Obligations. This ASU requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. This ASU is expected to improve financial reporting by requiring new disclosures about the programs, thereby allowing financial statement users to better consider the effect of the programs on an entity’s working capital, liquidity, and cash flows. This ASU is effective for fiscal years beginning after December 15, 2022, except for the amendment on roll forward information which is effective for fiscal years beginning after December 15, 2023. We 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.

Reclassifications

For the quarter ended March 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 quarter ended March 31, 2023, we no longer separately present Impairments and Credit losses in our consolidated statements of comprehensive loss. As a result, amounts presented in prior periods were reclassified to Other Operating to conform to the current year presentation.

For the quarter ended March 31, 2023, we no longer separately present Amortization of debt discounts and premiums; (Decrease) increase 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; Decrease in accrued expenses and other liabilities; and Other, net, respectively, within Operating Activities to conform to the current year presentation. Additionally, we no longer separately present Proceeds from the sale of property and equipment and other assets in our cash flows from Investing Activities within our consolidated statements of cash flows. As a result, amounts presented in prior periods were reclassified to Other, net within Investing Activities to conform to the current year presentation.

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Revenues

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenues

Note 3. Revenues

Revenue Recognition

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

The majority of our revenues are derived from passenger cruise contracts which are reported within Passenger ticket revenues in our consolidated statements of comprehensive loss. Our performance obligation under these contracts is to provide a cruise vacation in exchange for the ticket price. We satisfy this performance obligation and recognize revenue over the duration of each cruise, which generally ranges from two to 23 nights.

Passenger ticket revenues include charges to our guests for port costs that vary with passenger head counts. These type of port costs, along with port costs that do not vary by passenger head counts, are included in our cruise operating expenses. The amounts of port costs charged to our guests and included within Passenger ticket revenues on a gross basis were $203.4 million and $76.9 million for the quarters ended March 31, 2023 and 2022, respectively.

Our total revenues also include Onboard and other revenues, which consist primarily of revenues from the sale of goods and services onboard our ships that are not included in passenger ticket prices. 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.

Disaggregated Revenues

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

	Quarter Ended March 31,
	2023		2022
Revenues by itinerary
North America (1)	$	2,193,008	$	889,087
Asia/Pacific	333,010		34,633
Europe	1,897		1,425
Other regions(2)	214,489		79,633
Total revenues by itinerary	2,742,404		1,004,778
Other revenues(3)	142,742		54,453
Total revenues	$	2,885,146	$	1,059,231

(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 5. 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 quarters ended March 31, 2023 and 2022, our guests were sourced from the following areas:

	Quarter Ended March 31,
	2023		2022
Passenger ticket revenues:
United States	76	%	84	%
All other countries (1)	24	%	16	%

(1)No other individual country's revenue exceeded 10% for the quarters ended March 31, 2023 and 2022.

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 $2.5 billion and $1.8 billion as of March 31, 2023 and December 31, 2022, respectively.

We have provided flexibility to guests with bookings on sailings cancelled due to COVID-19 by allowing guests to receive future cruise credits (“FCC”). As of March 31, 2023, our customer deposit balance includes approximately $0.5 billion of unredeemed FCCs. Given the lack of comparable historical experience of FCC redemptions, as of March 31, 2023 we are unable to estimate the number of FCCs that may not be used in future periods and get recognized as breakage. We will update our breakage analysis as future information is received.

Contract Receivables and Contract Assets

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

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

Our credit card processors agreements require us, under certain circumstances, to maintain a reserve that can be satisfied by posting collateral. One of our processors currently holds a portion of our customer deposits in reserve until the sailings take place or the funds are refunded to the customer. The cash reserve held by the processor was immaterial as of March 31, 2023.

We have contract assets that are conditional rights to consideration for satisfying the construction services performance obligations under a service concession arrangement. As of March 31, 2023 and December 31, 2022, our contract assets were $167.7 million and $167.9 million, respectively, and were included within Other assets in our consolidated balance sheets. Given the short duration of our cruises and our collection terms, we do not have any other significant contract assets.

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

Prepaid travel advisor commissions 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 $244.9 million as of March 31, 2023 and $177.5 million as of December 31, 2022. 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 loss.

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Loss Per Share

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Loss Per Share

Note 4. Loss Per Share

Basic and diluted loss per share is as follows (in thousands, except per share data):

	Quarter Ended March 31,
	2023		2022
Net loss for basic and diluted loss per share	$	(47,910)	$	(1,167,142)
Weighted-average common shares outstanding	255,465		254,821
Diluted weighted-average shares outstanding	255,465		254,821
Basic loss per share	$	(0.19)	$	(4.58)
Diluted loss per share	$	(0.19)	$	(4.58)

Basic loss per share is computed by dividing Net Loss by the weighted-average number of common stock outstanding during each period. Diluted loss per share incorporates the incremental shares issuable upon the assumed exercise of stock options and conversion of potentially dilutive securities. If we have a net loss for the period, all potential common shares will be considered antidilutive, resulting in the same basic and diluted net loss per share amounts for those periods. There were approximately 30,994,718 and 23,407,179 antidilutive shares for the quarters ended March 31, 2023 and March 31, 2022, respectively. As we had net loss for the quarters ended March 31, 2023 and March 31, 2022, all potential common shares were determined to be antidilutive, resulting in the same basic and diluted net loss per share amounts for the period.

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Investments and Other Assets

3 Months Ended

Mar. 31, 2023

Other Assets [Abstract]

Investments and Other Assets

Note 5. 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 previously announced 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 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 March 31, 2023, the net book value of our investment in TUIC was $483.9 million, primarily consisting of $384.6 million in equity and a loan of €83.2 million, or approximately $90.4 million based on the exchange rate at March 31, 2023. As of December 31, 2022, the net book value of our investment in TUIC was $466.0 million, primarily consisting of $361.5 million in equity and a loan of €87.2 million, or approximately $93.0 million based on the exchange rate at December 31, 2022. 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 TUI Cruises 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.

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.

For further information on the measurements used to estimate the fair value of our equity method investments, refer to Note 11. Fair Value Measurements and Derivative Instruments.

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

	Quarter Ended March 31,
	2023		2022
Share of equity income (loss) from investments	$	20,471	$	(31,059)
Dividends received (1)	$	802	$	423

(1) Represents dividends received from our investments accounted for under the equity method of accounting during the quarters ended March 31, 2023 and March 31, 2022. The amounts included in the table above are net of tax withholdings.

	As of March 31, 2023		As of December 31, 2022
Total notes receivable due from equity investments	$	99,746	$	101,392
Less-current portion (1)	18,094		18,406
Long-term portion (2)	$	81,652	$	82,986

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

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

Consolidated investments ("controlled subsidiaries")

As part of the transaction with iCON, we sold noncontrolling interest in two controlled subsidiaries, comprised of PortMiami and one entity in Spain. The majority of the proceeds comes from selling 80% of PortMiami for $208.9 million and

retained a 20% minority interest. We have determined PortMiami is a VIE, 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 this entity. The cash consideration received, net of transaction costs, was allocated between paid in capital and noncontrolling interest using the net book value of PortMiami as of March 31, 2023, as presented in the statement of shareholders' equity.

Other Assets

Credit Losses

We reviewed our notes receivable for credit losses in connection with the preparation of our financial statements for the quarter ended March 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 beginning and ending balances as of March 31, 2023 and 2022 primarily relate to credit losses recognized on notes receivable for the previous sale of certain property and equipment of $81.6 million. The notes receivable for the previous sale of our property and equipment are related to loans that were originated in 2015 and 2020.

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

	Quarter Ended March 31,
	2023		2022
Balance, beginning of period	$	83,227	$	100,192
Credit loss (recovery), net	(7,287)		653
Write-offs	(2,355)		(8,152)
Balance, end of period	$	73,585	$	92,693

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Debt

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Debt

Note 6. Debt

Debt consists of the following (in thousands):

	Interest Rate (1)	Maturities Through	As of March 31, 2023		As of December 31, 2022
Fixed rate debt:
Unsecured senior notes	3.70% to 11.63%	2026 - 2030	$	7,898,504	$	7,199,331
Secured senior notes	8.25% to 11.50%	2025 - 2029	2,373,981		2,370,855
Unsecured term loans	1.28% to 5.89%	2027 - 2034	4,439,699		4,561,129
Convertible notes	2.88% to 6.00%	2023 - 2025	1,725,000		1,725,000
Total fixed rate debt			16,437,184		15,856,315
Variable rate debt:
Unsecured revolving credit facilities (2)	6.20% to 6.95%	2024 - 2025	371,971		2,744,105
USD unsecured term loan	5.71% to 9.69%	2023 - 2037	4,198,261		4,335,973
Euro unsecured term loan	6.46% to 7.09%	2023 - 2028	544,488		534,589
Total variable rate debt			5,114,720		7,614,667
Finance lease liabilities			336,892		351,332
Total debt (3)			21,888,796		23,822,314
Less: unamortized debt issuance costs			(428,685)		(431,123)
Total debt, net of unamortized debt issuance costs			21,460,111		23,391,191
Less—current portion			(2,055,307)		(2,087,711)
Long-term portion			$	19,404,804	$	21,303,480

(1) Interest rates based on outstanding loans as of March 31, 2023, and for variable rate debt include either LIBOR, EURIBOR or Term SOFR plus the applicable margin.

(2) Advances under our $1.9 billion facility accrue interest at Term SOFR plus an interest rate margin ranging from 1.40% to 2.15%. Advances under our $1.1 billion facility accrue interest at Term SOFR plus an interest rate margin ranging from 1.80% to 2.15%. Based on applicable Term SOFR rates, as of March 31, 2023, the interest rates under the $1.9 billion facility and the $1.1 billion facility were 6.20% and 6.95%, respectively. We also pay a facility fee for each facility ranging from 0.20% to 0.30% of the total commitments under such facility.

(3) At March 31, 2023 and December 31, 2022, the weighted average interest rate for total debt was 6.35% 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 credit capacity by one year to April 2025, with the remainder maturing in April 2024. Additionally, during the quarter ended March 31, 2023 we repaid $2.4 billion under our revolving credit facilities, resulting in an aggregate borrowing capacity of $2.6 billion under our unsecured revolving credit facilities as of March 31, 2023.

Our revolving credit facilities were partially utilized through a combination of amounts drawn and letters of credit issued under the facilities as of March 31, 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.

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 March 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 export credit facilities and our non-export credit facilities have an outstanding principal amount of approximately $9.4 billion as of March 31, 2023. These facilities, as well as certain of our credit card processing agreements, contain covenants that require us, among other things, to maintain a fixed charge coverage ratio, limit our net debt-to-capital ratio, maintain minimum liquidity, and under certain facilities, to maintain a minimum stockholders' equity. As of March 31, 2023, we were in compliance with our debt covenants and we estimate we will be in compliance for the next twelve months.

The following is a schedule of annual maturities on our total debt, including finance leases, as of March 31, 2023 for each of the next five years (in thousands):

Year	As of March 31, 2023 (1)
Remainder of 2023	$	1,806,425
2024	2,295,347
2025	3,671,929
2026	2,753,605
2027	3,494,845
Thereafter	7,866,645
	$	21,888,796

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

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Leases

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Leases

Note 7. Leases

Operating Leases

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

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

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.

Finance Leases

Our finance leases primarily relate to buildings and surrounding land located at our Miami headquarters and our lease for the Silver Dawn ship. 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 March 31, 2023 and December 31, 2022. During the quarter ended March 31, 2023 we executed the bargain purchase option for the Silver Whisper.

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. The total aggregate amount of the finance lease liabilities recorded for this Master Lease was $56.0 million and $55.5 million as of March 31, 2023 and December 31, 2022, respectively.

Silversea Cruises operates Silver Dawn under a sale-leaseback agreement with a bargain purchase option at the end of the 15-year lease term. Due to the bargain purchase option at the end of the lease term in 2036, whereby Silversea Cruises is reasonably certain of obtaining ownership of the ship, Silver Dawn is accounted for as a finance lease. The lease includes other purchase options beginning in year three, none of which are reasonably certain of being exercised at this time. The total aggregate amount of finance lease liabilities recorded for this ship was $260.1 million and $264.8 million as of March 31, 2023 and December 31, 2022, respectively. The lease payments on the Silver Dawn are subject to adjustments based on the LIBOR rate.

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

	Consolidated Statement of Comprehensive Loss Classification	Quarter Ended March 31, 2023		Quarter Ended March 31, 2022
Lease costs:
Operating lease costs	Commission, transportation and other	$	55,101	$	22,729
Operating lease costs	Other operating expenses	5,545		5,471
Operating lease costs	Marketing, selling and administrative expenses	5,442		4,776
Financial lease costs:
Amortization of right-of-use-assets	Depreciation and amortization expenses	5,791		6,093
Interest on lease liabilities	Interest expense, net of interest capitalized	7,502		4,600
Total lease costs		$	79,381	$	43,669

In addition, certain of our berthing agreements include variable lease costs based on the number of passengers berthed. During the quarters ended March 31, 2023, and 2022 we had $37.7 million and $7.5 million of variable lease costs recorded within Commission, transportation and other in our consolidated statement of comprehensive loss, respectively.

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

	As of March 31, 2023		As of December 31, 2022
Weighted average of the remaining lease term in years
Operating leases	17.81		17.69
Finance leases	19.68		19.26
Weighted average discount rate
Operating leases	7.24	%	6.92	%
Finance leases	6.44	%	6.43	%

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

	Quarter Ended March 31, 2023		Quarter Ended March 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	36,421	$	28,193
Operating cash flows from finance leases	$	7,502	$	4,600
Financing cash flows from finance leases	$	13,988	$	17,034

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

Year	Operating Leases		Finance Leases
Remainder of 2023	$	89,291	$	33,923
2024	105,441		44,465
2025	99,815		43,974
2026	90,555		38,412
2027	71,207		37,358
Thereafter	789,278		706,482
Total lease payments	1,245,587		904,614
Less: Interest	(657,672)		(567,722)
Present value of lease liabilities	$	587,915	$	336,892

Leases

Note 7. Leases

Operating Leases

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

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

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.

Finance Leases

Our finance leases primarily relate to buildings and surrounding land located at our Miami headquarters and our lease for the Silver Dawn ship. 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 March 31, 2023 and December 31, 2022. During the quarter ended March 31, 2023 we executed the bargain purchase option for the Silver Whisper.

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. The total aggregate amount of the finance lease liabilities recorded for this Master Lease was $56.0 million and $55.5 million as of March 31, 2023 and December 31, 2022, respectively.

Silversea Cruises operates Silver Dawn under a sale-leaseback agreement with a bargain purchase option at the end of the 15-year lease term. Due to the bargain purchase option at the end of the lease term in 2036, whereby Silversea Cruises is reasonably certain of obtaining ownership of the ship, Silver Dawn is accounted for as a finance lease. The lease includes other purchase options beginning in year three, none of which are reasonably certain of being exercised at this time. The total aggregate amount of finance lease liabilities recorded for this ship was $260.1 million and $264.8 million as of March 31, 2023 and December 31, 2022, respectively. The lease payments on the Silver Dawn are subject to adjustments based on the LIBOR rate.

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

	Consolidated Statement of Comprehensive Loss Classification	Quarter Ended March 31, 2023		Quarter Ended March 31, 2022
Lease costs:
Operating lease costs	Commission, transportation and other	$	55,101	$	22,729
Operating lease costs	Other operating expenses	5,545		5,471
Operating lease costs	Marketing, selling and administrative expenses	5,442		4,776
Financial lease costs:
Amortization of right-of-use-assets	Depreciation and amortization expenses	5,791		6,093
Interest on lease liabilities	Interest expense, net of interest capitalized	7,502		4,600
Total lease costs		$	79,381	$	43,669

In addition, certain of our berthing agreements include variable lease costs based on the number of passengers berthed. During the quarters ended March 31, 2023, and 2022 we had $37.7 million and $7.5 million of variable lease costs recorded within Commission, transportation and other in our consolidated statement of comprehensive loss, respectively.

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

	As of March 31, 2023		As of December 31, 2022
Weighted average of the remaining lease term in years
Operating leases	17.81		17.69
Finance leases	19.68		19.26
Weighted average discount rate
Operating leases	7.24	%	6.92	%
Finance leases	6.44	%	6.43	%

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

	Quarter Ended March 31, 2023		Quarter Ended March 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	36,421	$	28,193
Operating cash flows from finance leases	$	7,502	$	4,600
Financing cash flows from finance leases	$	13,988	$	17,034

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

Year	Operating Leases		Finance Leases
Remainder of 2023	$	89,291	$	33,923
2024	105,441		44,465
2025	99,815		43,974
2026	90,555		38,412
2027	71,207		37,358
Thereafter	789,278		706,482
Total lease payments	1,245,587		904,614
Less: Interest	(657,672)		(567,722)
Present value of lease liabilities	$	587,915	$	336,892

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 8. Commitments and Contingencies

Ship Purchase Obligations

Our future capital commitments consist primarily of new ship orders. As of March 31, 2023, the dates that the ships on order by our Global and Partner Brands are expected to be delivered, subject to change in the event of construction delays, and their approximate berths are as follows:

Ship	Shipyard	Expected delivery	Approximate Berths
Royal Caribbean International —
Oasis-class:
Utopia of the Seas	Chantiers de l'Atlantique	2nd Quarter 2024	5,700
Icon-class:
Icon of the Seas	Meyer Turku Oy	4th Quarter 2023	5,600
Unnamed	Meyer Turku Oy	2nd Quarter 2025	5,600
Unnamed	Meyer Turku Oy	2nd Quarter 2026	5,600
Celebrity Cruises —
Edge-class:
Celebrity Ascent	Chantiers de l'Atlantique	4th Quarter 2023	3,250
Silversea Cruises —
Evolution Class:
Silver Nova	Meyer Werft	2nd Quarter 2023	730
Silver Ray	Meyer Werft	2nd Quarter 2024	730
TUI Cruises (50% joint venture) —
Mein Schiff 7	Meyer Turku Oy	2nd Quarter 2024	2,900
Unnamed	Fincantieri	4th Quarter 2024	4,100
Unnamed	Fincantieri	2nd Quarter 2026	4,100
Total Berths			38,310

In addition, as of March 31, 2023, we have an agreement in place with Chantiers de l'Atlantique to build an additional Edge-class ship, estimated for delivery in 2025, which is contingent upon completion of conditions precedent and financing.

As of March 31, 2023, the aggregate cost of our ships on order presented in the table above, not including any ships on order by our Partner Brands, was approximately $10.2 billion, of which we had deposited $0.9 billion as of such date. Approximately 49.2% of the aggregate cost was exposed to fluctuations in the Euro exchange rate at March 31, 2023. Refer to Note 11. 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 alleges it holds an interest in the Havana Cruise Port Terminal, which 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 plaintiff seeks 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 and the plaintiff has cross-appealed with regards to the interest calculation used for purposes of determining damages. We believe we have meritorious grounds for and intend to vigorously pursue our appeal. During the fourth quarter of 2022, we recorded a charge of approximately $130.0 million to Other income (expense) within our consolidated statements of comprehensive loss related to the Havana Docks Action, including post-judgment interest and related legal defense costs and bonding fees.

In addition, we are routinely involved in claims typical within the cruise vacation industry. The majority of these claims are covered by insurance. We believe the outcome of such claims, net of expected insurance recoveries, will not have a material adverse impact on our financial condition or results of operations and cash flows.

Other

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

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

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Shareholders' Equity

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Shareholders' Equity

Note 9. Shareholders' Equity

Dividends

We did not declare any dividends during the quarters ended March 31, 2023 and March 31, 2022. During the first quarter of 2022, we were restricted under certain of our credit facilities from paying dividends while waivers to the financial covenants within such facilities were in effect. While the waivers have now expired, in the event we declare a dividend, we will need to repay the principal amounts deferred under our export credit facilities.

Noncontrolling Interests

Effective March 31, 2023, we closed the previously announced partnership with iCON. We sold 80% of 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 as of March 31, 2023. Refer to Note 5. Investments and Other Assets for further information on the transaction.

The Net Loss attributable to noncontrolling interest was immaterial during the quarters ended March 31, 2023 and March 31, 2022.

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Changes in Accumulated Other Comprehensive Loss

3 Months Ended

Mar. 31, 2023

Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]

Changes in Accumulated Other Comprehensive Loss

Note 10. Changes in Accumulated Other Comprehensive Loss

The following table presents the changes in accumulated other comprehensive loss by component for the quarters ended March 31, 2023 and 2022 (in thousands):

	Accumulated Other Comprehensive Loss for the Quarter Ended March 31, 2023								Accumulated Other Comprehensive Loss for the Quarter Ended March 31, 2022
	Changes related to cash flow derivative hedges		Changes in defined benefit plans		Foreign currency translation adjustments		Accumulated other comprehensive loss		Changes related to cash flow derivative hedges		Changes in defined benefit plans		Foreign currency translation adjustments		Accumulated other comprehensive loss
Accumulated comprehensive loss at beginning of the year	$	(638,011)	$	(7,921)	$	2,718	$	(643,214)	$	(646,473)	$	(56,835)	$	(7,577)	$	(710,885)
Other comprehensive income (loss) before reclassifications	(30,279)		3,168		(6,546)		(33,657)		224,619		11,869		7,778		244,266
Amounts reclassified from accumulated other comprehensive loss	(1,418)		345		—		(1,073)		(28,718)		728		—		(27,990)
Net current-period other comprehensive income (loss)	(31,697)		3,513		(6,546)		(34,730)		195,901		12,597		7,778		216,276
Ending balance	$	(669,708)	$	(4,408)	$	(3,828)	$	(677,944)	$	(450,572)	$	(44,238)	$	201	$	(494,609)

The following table presents reclassifications out of accumulated other comprehensive loss for the quarters ended March 31, 2023 and 2022 (in thousands):

	Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income
Details About Accumulated Other Comprehensive Loss Components	Quarter Ended March 31, 2023		Quarter Ended March 31, 2022		Affected Line Item in Statements of Comprehensive Loss
Gain (loss) on cash flow derivative hedges:
Interest rate swaps	$	9,946	$	(10,434)	Interest expense, net of interest capitalized
Foreign currency forward contracts	(4,363)		(4,065)		Depreciation and amortization expenses
Foreign currency forward contracts	(501)		(1,218)		Other income (expense)
Fuel swaps	—		(369)		Other income (expense)
Fuel swaps	(3,664)		44,804		Fuel
	1,418		28,718
Amortization of defined benefit plans:
Actuarial loss	(345)		(728)		Payroll and related
	(345)		(728)
Total reclassifications for the period	$	1,073	$	27,990

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Fair Value Measurements and Derivative Instruments

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements and Derivative Instruments

Note 11. Fair Value Measurements and Derivative Instruments 

Fair Value Measurements

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

	Fair Value Measurements at March 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)	$	1,226,871	$	1,226,871	$	1,226,871	$	—	$	—	$	1,935,005	$	1,935,005	$	1,935,005	$	—	$	—
Total Assets	$	1,226,871	$	1,226,871	$	1,226,871	$	—	$	—	$	1,935,005	$	1,935,005	$	1,935,005	$	—	$	—
Liabilities:
Long-term debt (including current portion of debt)(5)	$	21,123,218	$	21,909,938	$	—	$	21,909,938	$	—	$	23,039,859	$	22,856,306	$	—	$	22,856,306	$	—
Total Liabilities	$	21,123,218	$	21,909,938	$	—	$	21,909,938	$	—	$	23,039,859	$	22,856,306	$	—	$	22,856,306	$	—

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

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

(3) Inputs that are unobservable. The Company did not use any Level 3 inputs as of March 31, 2023 and December 31, 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 at March 31, 2023 and December 31, 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 thousands):

	Fair Value Measurements at March 31, 2023								Fair Value Measurements at December 31, 2022
Description	Total		Level 1(1)		Level 2(2)		Level 3(3)		Total		Level 1(1)		Level 2(2)		Level 3(3)
Assets:
Derivative financial instruments(4)	$	168,737	$	—	$	168,737	$	—	$	203,802	$	—	$	203,802	$	—
Total Assets	$	168,737	$	—	$	168,737	$	—	$	203,802	$	—	$	203,802	$	—
Liabilities:
Derivative financial instruments(5)	$	135,485	$	—	$	135,485	$	—	$	135,608	$	—	$	135,608	$	—
Total Liabilities	$	135,485	$	—	$	135,485	$	—	$	135,608	$	—	$	135,608	$	—

(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 March 31, 2023 and December 31, 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 March 31, 2023 and December 31, 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.

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

The reported fair values are based on a variety of factors and assumptions. Accordingly, the fair values may not represent actual values of the financial instruments that could have been realized as of March 31, 2023 or December 31, 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 nonfinancial instruments recorded at fair value as of March 31, 2023.

Master Netting Agreements

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

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

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

	Gross Amounts not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements
	As of March 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	$	168,737	$	(96,057)	$	—	$	72,680	$	203,802	$	(105,228)	$	—	$	98,574
Total	$	168,737	$	(96,057)	$	—	$	72,680	$	203,802	$	(105,228)	$	—	$	98,574

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

	Gross Amounts not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements
	As of March 31, 2023								As of December 31, 2022
	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	$	(135,485)	$	96,057	$	—	$	(39,428)	$	(135,608)	$	105,228	$	—	$	(30,380)
Total	$	(135,485)	$	96,057	$	—	$	(39,428)	$	(135,608)	$	105,228	$	—	$	(30,380)

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 March 31, 2023, we had counterparty credit risk exposure under our derivative instruments of $88.5 million, which was limited to the cost of replacing the contracts in the event of non-performance by the counterparties to the contracts, the majority of which are currently our lending banks. We do not anticipate nonperformance by any of our significant counterparties. In addition, we have established guidelines we follow regarding credit ratings and instrument maturities to maintain safety and liquidity. We do not normally require collateral or other security to support credit relationships; however, in certain circumstances this option is available to us.

Derivative Instruments

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

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

At inception of the hedge relationship, a derivative instrument that hedges the exposure to changes in the fair value of a firm commitment or a recognized asset or liability is designated as a fair value hedge. A derivative instrument that hedges a forecasted transaction or the variability of cash flows related to a recognized asset or liability is designated as a cash flow hedge.

Changes in the fair value of derivatives that are designated as fair value hedges are offset against changes in the fair value of the underlying hedged assets, liabilities or firm commitments. Gains and losses on derivatives that are designated as cash flow hedges are recorded as a component of Accumulated other comprehensive loss until the underlying hedged transactions are recognized in earnings. The foreign currency transaction gain or loss of our non-derivative financial instruments and the changes in the fair value of derivatives designated as hedges of our net investment in foreign operations and investments are recognized as a component of Accumulated other comprehensive loss along with the associated foreign currency translation adjustment of the foreign operation or investment. In certain hedges of our net investment in foreign operations and investments, we exclude forward points from the assessment of hedge effectiveness and we 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 March 31, 2023 and December 31, 2022, approximately 84% and 75%, respectively, of our debt was effectively fixed-rate debt, which is net of our interest rate swap agreements. We use interest rate swap agreements to modify our exposure to interest rate movements and to manage our interest expense.

Market risk associated with our fixed-rate debt is the potential increase in fair value resulting from a decrease in interest rates. We use interest rate swap agreements that effectively convert a portion of our fixed-rate debt to a floating-rate basis to manage this risk. At March 31, 2023 and December 31, 2022, there were no interest rate swap agreements for fixed-rate debt instruments.

We use interest rate swap agreements that effectively convert a portion of our floating-rate debt to a fixed-rate basis to manage the market risk of increasing interest rates. At March 31, 2023 and December 31, 2022, we maintained interest rate swap agreements on the following floating-rate debt instruments:

Debt Instrument	Swap Notional as of March 31, 2023 (in thousands)		Maturity	Debt Floating Rate		All-in Swap Fixed Rate as of March 31, 2023
Celebrity Reflection term loan	$	109,083	October 2024	LIBOR plus	0.40%	2.85%
Quantum of the Seas term loan	245,000		October 2026	LIBOR plus	1.30%	3.74%
Anthem of the Seas term loan	271,875		April 2027	LIBOR plus	1.30%	3.86%
Ovation of the Seas term loan	380,417		April 2028	LIBOR plus	1.00%	3.16%
Harmony of the Seas term loan (1)	345,267		May 2028	EURIBOR plus	1.15%	2.26%
Odyssey of the Seas term loan (2)	383,333		October 2032	LIBOR plus	0.96%	3.21%
Odyssey of the Seas term loan (2)	191,667		October 2032	LIBOR plus	0.96%	2.84%
	$	1,926,642

(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 March 31, 2023.

(2)Interest rate swap agreements hedging the term loan of Odyssey of the Seas include LIBOR zero-floors matching the debt LIBOR zero-floor. Amount presented is based on the exchange rate as of March 31, 2023.

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 March 31, 2023 and December 31, 2022 was $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 March 31, 2023, the aggregate cost of our ships on order was $10.2 billion, of which we had deposited $922.5 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 and any ships on order by our Partner Brands. Refer to Note 8.

Commitments and Contingencies, for further information on our ships on order. At March 31, 2023 and December 31, 2022, approximately 49.2% 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 first quarter of 2023 and 2022 the average notional amount of foreign currency forward contracts was approximately $1.2 billion and $0.8 billion, respectively. These instruments are not designated as hedging instruments. For the quarters ended March 31, 2023 and 2022, changes in the fair value of the foreign currency forward contracts resulted in gains (losses) of $4.1 million and $(7.0) million, respectively, which offset (losses) gains arising from the remeasurement of monetary assets and liabilities denominated in foreign currencies in those same periods of $(11.1) million and $7.2 million, respectively. These amounts were recognized in earnings within Other income (expense) in our consolidated statements of comprehensive loss.

The notional amount of outstanding foreign exchange contracts, excluding the forward contracts entered into to minimize remeasurement volatility, as of March 31, 2023 and December 31, 2022 was $3.3 billion and $2.9 billion, respectively.

Non-Derivative Instruments

We consider our investment 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 €446.9 million, or approximately $485.5 million, as of March 31, 2023. As of December 31, 2022, we had designated debt as a hedge of our net investments primarily in TUI Cruises of €433.0 million, or approximately $461.9 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 income (expense) immediately. For hedged forecasted fuel consumption that remains possible of occurring, hedge accounting will be discontinued and the related accumulated other comprehensive gain or loss will remain in accumulated other comprehensive gain or loss until the underlying hedged transactions are recognized in earnings or the related hedged forecasted fuel consumption is deemed probable of not occurring.

Changes in the fair value of fuel swaps for which cash flow hedge accounting was discontinued are currently recognized in Other income (expense) for each reporting period through the maturity dates of the fuel swaps. For the quarter ended March 31, 2023 and March 31, 2022, we did not discontinue cash flow hedge accounting on any of our fuel swap agreements.

At March 31, 2023, we have hedged the variability in future cash flows for certain forecasted fuel transactions occurring through 2024. As of March 31, 2023 and December 31, 2022, we had the following outstanding fuel swap agreements:

	Fuel Swap Agreements
	As of March 31, 2023	As of December 31, 2022
Designated as hedges:	(metric tons)
2023	673,551	825,651
2024	176,450	—

	Fuel Swap Agreements
	As of March 31, 2023		As of December 31, 2022
Designated hedges as a % of projected fuel purchases:	(% hedged)
2023	54	%	50	%
2024	10	%	—	%

As of March 31, 2023, there was $34.1 million of estimated unrealized net loss associated with our cash flow hedges pertaining to fuel swap agreements that is expected to be reclassified to earnings from Accumulated other comprehensive loss within the next twelve months when compared to $7.9 million of estimated unrealized net loss at December 31, 2022. Reclassification is expected to occur as the result of fuel consumption associated with our hedged forecasted fuel purchases.

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

	Fair Value of Derivative Instruments
	Asset Derivatives					Liability Derivatives
	Balance Sheet Location	As of March 31, 2023		As of December 31, 2022		Balance Sheet Location	As of March 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	Other assets	$	94,170	$	115,049	Other long-term liabilities	$	—	$	—
Foreign currency forward contracts	Derivative financial instruments	23,602		18,892		Derivative financial instruments	69,290		84,953
Foreign currency forward contracts	Other assets	31,916		25,504		Other long-term liabilities	3,461		150
Fuel swaps	Derivative financial instruments	19,049		40,191		Derivative financial instruments	52,546		46,359
Fuel swaps	Other assets	—		4,166		Other long-term liabilities	10,188		4,147
Total derivatives designated as hedging instruments under 815-20		$	168,737	$	203,802		$	135,485	$	135,609

(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 thousands):

		Carrying Value
Non-derivative instrument designated as hedging instrument under ASC 815-20	Balance Sheet Location	As of March 31, 2023		As of December 31, 2022
Foreign currency debt	Current portion of long-term debt	$	62,282	$	62,282
Foreign currency debt	Long-term debt	423,230		399,577
		$	485,512	$	461,859

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 loss was as follows (in thousands):

Derivatives and Related Hedged Items under ASC 815-20 Fair Value Hedging Relationships	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
		Quarter Ended March 31, 2023		Quarter Ended March 31, 2022		Quarter Ended March 31, 2023		Quarter Ended March 31, 2022
Interest rate swaps	Interest expense, net of interest capitalized	$	—	$	(3,365)	$	—	$	6,024
		$	—	$	(3,365)	$	—	$	6,024

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

Derivatives under ASC 815-20 Cash Flow Hedging Relationships	Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Loss on Derivatives
	Quarter Ended March 31, 2023		Quarter Ended March 31, 2022
Interest rate swaps	$	(10,620)	$	74,865
Foreign currency forward contracts	21,420		(40,062)
Fuel swaps	(41,079)		189,816
	$	(30,279)	$	224,619

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

	Amount of (Loss) Gain Recognized in Other Comprehensive Loss
Non-derivative instruments under ASC 815-20 Net Investment Hedging Relationships	Quarter Ended March 31, 2023		Quarter Ended March 31, 2022
Foreign Currency Debt	$	(8,980)	$	2,745
	$	(8,980)	$	2,745

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

		Amount of Gain (Loss) Recognized in Income on Derivatives
Derivatives Not Designated as Hedging Instruments under ASC 815-20	Location of Gain (Loss) Recognized in Income on Derivatives	Quarter Ended March 31, 2023		Quarter Ended March 31, 2022
Foreign currency forward contracts	Other income (expense)	$	4,118	$	(6,985)
Fuel swaps	Other income (expense)	—		(7)
		$	4,118	$	(6,992)

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 March 31, 2023, our senior unsecured debt credit rating was B by Standard & Poor's and B3 by Moody's. As of March 31, 2023, five of our interest rate derivative hedges had reached their fifth-year anniversary; however, the net market value for these derivative hedges were in a net asset position, and accordingly, we were not required to post any collateral as of such date.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Basis for Preparation of Consolidated Financial Statements

Basis for Preparation of Consolidated Financial Statements

The unaudited consolidated financial statements are presented pursuant to the rules and regulations of the Securities and Exchange Commission. In our opinion, these statements include all adjustments necessary for a fair statement of the results of the interim periods reported herein. Adjustments consist only of normal recurring items, except for any items discussed in the notes below. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted as permitted by such Securities and Exchange Commission rules and regulations. 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 in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2022 for a discussion of our significant accounting policies.

Basis of Consolidation

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 5. 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.

Adoption of Accounting Pronouncements

Adoption of Accounting Pronouncements

In September 2022, the FASB issued ASU No. 2022-04, Liabilities-Supplier Finance Programs (Subtopic 405-50) - Disclosure of Supplier Finance Program Obligations. This ASU requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. This ASU is expected to improve financial reporting by requiring new disclosures about the programs, thereby allowing financial statement users to better consider the effect of the programs on an entity’s working capital, liquidity, and cash flows. This ASU is effective for fiscal years beginning after December 15, 2022, except for the amendment on roll forward information which is effective for fiscal years beginning after December 15, 2023. We 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.

Reclassifications

Reclassifications

For the quarter ended March 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 quarter ended March 31, 2023, we no longer separately present Impairments and Credit losses in our consolidated statements of comprehensive loss. As a result, amounts presented in prior periods were reclassified to Other Operating to conform to the current year presentation.

For the quarter ended March 31, 2023, we no longer separately present Amortization of debt discounts and premiums; (Decrease) increase 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; Decrease in accrued expenses and other liabilities; and Other, net, respectively, within Operating Activities to conform to the current year presentation. Additionally, we no longer separately present Proceeds from the sale of property and equipment and other assets in our cash flows from Investing Activities within our consolidated statements of cash flows. As a result, amounts presented in prior periods were reclassified to Other, net within Investing Activities to conform to the current year presentation.

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Revenues (Tables)

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

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

	Quarter Ended March 31,
	2023		2022
Revenues by itinerary
North America (1)	$	2,193,008	$	889,087
Asia/Pacific	333,010		34,633
Europe	1,897		1,425
Other regions(2)	214,489		79,633
Total revenues by itinerary	2,742,404		1,004,778
Other revenues(3)	142,742		54,453
Total revenues	$	2,885,146	$	1,059,231

(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 5. 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 quarters ended March 31, 2023 and 2022, our guests were sourced from the following areas:

	Quarter Ended March 31,
	2023		2022
Passenger ticket revenues:
United States	76	%	84	%
All other countries (1)	24	%	16	%

(1)No other individual country's revenue exceeded 10% for the quarters ended March 31, 2023 and 2022.

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Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Reconciliation Between Basic and Diluted Loss Per Share

Basic and diluted loss per share is as follows (in thousands, except per share data):

	Quarter Ended March 31,
	2023		2022
Net loss for basic and diluted loss per share	$	(47,910)	$	(1,167,142)
Weighted-average common shares outstanding	255,465		254,821
Diluted weighted-average shares outstanding	255,465		254,821
Basic loss per share	$	(0.19)	$	(4.58)
Diluted loss per share	$	(0.19)	$	(4.58)

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Investments and Other Assets (Tables)

3 Months Ended

Mar. 31, 2023

Other Assets [Abstract]

Schedule of Other Nonoperating Income (Expense)

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

	Quarter Ended March 31,
	2023		2022
Share of equity income (loss) from investments	$	20,471	$	(31,059)
Dividends received (1)	$	802	$	423

(1) Represents dividends received from our investments accounted for under the equity method of accounting during the quarters ended March 31, 2023 and March 31, 2022. The amounts included in the table above are net of tax withholdings.

Schedule of Related Party Transactions

	As of March 31, 2023		As of December 31, 2022
Total notes receivable due from equity investments	$	99,746	$	101,392
Less-current portion (1)	18,094		18,406
Long-term portion (2)	$	81,652	$	82,986

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

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

Summary of Credit Loss Allowance

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

	Quarter Ended March 31,
	2023		2022
Balance, beginning of period	$	83,227	$	100,192
Credit loss (recovery), net	(7,287)		653
Write-offs	(2,355)		(8,152)
Balance, end of period	$	73,585	$	92,693

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Debt (Tables)

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Debt consists of the following (in thousands):

	Interest Rate (1)	Maturities Through	As of March 31, 2023		As of December 31, 2022
Fixed rate debt:
Unsecured senior notes	3.70% to 11.63%	2026 - 2030	$	7,898,504	$	7,199,331
Secured senior notes	8.25% to 11.50%	2025 - 2029	2,373,981		2,370,855
Unsecured term loans	1.28% to 5.89%	2027 - 2034	4,439,699		4,561,129
Convertible notes	2.88% to 6.00%	2023 - 2025	1,725,000		1,725,000
Total fixed rate debt			16,437,184		15,856,315
Variable rate debt:
Unsecured revolving credit facilities (2)	6.20% to 6.95%	2024 - 2025	371,971		2,744,105
USD unsecured term loan	5.71% to 9.69%	2023 - 2037	4,198,261		4,335,973
Euro unsecured term loan	6.46% to 7.09%	2023 - 2028	544,488		534,589
Total variable rate debt			5,114,720		7,614,667
Finance lease liabilities			336,892		351,332
Total debt (3)			21,888,796		23,822,314
Less: unamortized debt issuance costs			(428,685)		(431,123)
Total debt, net of unamortized debt issuance costs			21,460,111		23,391,191
Less—current portion			(2,055,307)		(2,087,711)
Long-term portion			$	19,404,804	$	21,303,480

(1) Interest rates based on outstanding loans as of March 31, 2023, and for variable rate debt include either LIBOR, EURIBOR or Term SOFR plus the applicable margin.

(2) Advances under our $1.9 billion facility accrue interest at Term SOFR plus an interest rate margin ranging from 1.40% to 2.15%. Advances under our $1.1 billion facility accrue interest at Term SOFR plus an interest rate margin ranging from 1.80% to 2.15%. Based on applicable Term SOFR rates, as of March 31, 2023, the interest rates under the $1.9 billion facility and the $1.1 billion facility were 6.20% and 6.95%, respectively. We also pay a facility fee for each facility ranging from 0.20% to 0.30% of the total commitments under such facility.

(3) At March 31, 2023 and December 31, 2022, the weighted average interest rate for total debt was 6.35% and 6.23%, respectively.

Schedule of Maturities of Long-term Debt

The following is a schedule of annual maturities on our total debt, including finance leases, as of March 31, 2023 for each of the next five years (in thousands):

Year	As of March 31, 2023 (1)
Remainder of 2023	$	1,806,425
2024	2,295,347
2025	3,671,929
2026	2,753,605
2027	3,494,845
Thereafter	7,866,645
	$	21,888,796

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

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Leases (Tables)

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Schedule of Lease Expense and Cash Flow Information

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

	Consolidated Statement of Comprehensive Loss Classification	Quarter Ended March 31, 2023		Quarter Ended March 31, 2022
Lease costs:
Operating lease costs	Commission, transportation and other	$	55,101	$	22,729
Operating lease costs	Other operating expenses	5,545		5,471
Operating lease costs	Marketing, selling and administrative expenses	5,442		4,776
Financial lease costs:
Amortization of right-of-use-assets	Depreciation and amortization expenses	5,791		6,093
Interest on lease liabilities	Interest expense, net of interest capitalized	7,502		4,600
Total lease costs		$	79,381	$	43,669

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

	As of March 31, 2023		As of December 31, 2022
Weighted average of the remaining lease term in years
Operating leases	17.81		17.69
Finance leases	19.68		19.26
Weighted average discount rate
Operating leases	7.24	%	6.92	%
Finance leases	6.44	%	6.43	%

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

	Quarter Ended March 31, 2023		Quarter Ended March 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	36,421	$	28,193
Operating cash flows from finance leases	$	7,502	$	4,600
Financing cash flows from finance leases	$	13,988	$	17,034

Schedule of Maturities, Operating Leases

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

Year	Operating Leases		Finance Leases
Remainder of 2023	$	89,291	$	33,923
2024	105,441		44,465
2025	99,815		43,974
2026	90,555		38,412
2027	71,207		37,358
Thereafter	789,278		706,482
Total lease payments	1,245,587		904,614
Less: Interest	(657,672)		(567,722)
Present value of lease liabilities	$	587,915	$	336,892

Schedule of Maturities, Finance Leases

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

Year	Operating Leases		Finance Leases
Remainder of 2023	$	89,291	$	33,923
2024	105,441		44,465
2025	99,815		43,974
2026	90,555		38,412
2027	71,207		37,358
Thereafter	789,278		706,482
Total lease payments	1,245,587		904,614
Less: Interest	(657,672)		(567,722)
Present value of lease liabilities	$	587,915	$	336,892

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Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Summary of Capital Commitments

As of March 31, 2023, the dates that the ships on order by our Global and Partner Brands are expected to be delivered, subject to change in the event of construction delays, and their approximate berths are as follows:

Ship	Shipyard	Expected delivery	Approximate Berths
Royal Caribbean International —
Oasis-class:
Utopia of the Seas	Chantiers de l'Atlantique	2nd Quarter 2024	5,700
Icon-class:
Icon of the Seas	Meyer Turku Oy	4th Quarter 2023	5,600
Unnamed	Meyer Turku Oy	2nd Quarter 2025	5,600
Unnamed	Meyer Turku Oy	2nd Quarter 2026	5,600
Celebrity Cruises —
Edge-class:
Celebrity Ascent	Chantiers de l'Atlantique	4th Quarter 2023	3,250
Silversea Cruises —
Evolution Class:
Silver Nova	Meyer Werft	2nd Quarter 2023	730
Silver Ray	Meyer Werft	2nd Quarter 2024	730
TUI Cruises (50% joint venture) —
Mein Schiff 7	Meyer Turku Oy	2nd Quarter 2024	2,900
Unnamed	Fincantieri	4th Quarter 2024	4,100
Unnamed	Fincantieri	2nd Quarter 2026	4,100
Total Berths			38,310

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Changes in Accumulated Other Comprehensive Loss (Tables)

3 Months Ended

Mar. 31, 2023

Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]

Schedule of Changes In Accumulated Other Comprehensive Income (Loss) by Component

The following table presents the changes in accumulated other comprehensive loss by component for the quarters ended March 31, 2023 and 2022 (in thousands):

	Accumulated Other Comprehensive Loss for the Quarter Ended March 31, 2023								Accumulated Other Comprehensive Loss for the Quarter Ended March 31, 2022
	Changes related to cash flow derivative hedges		Changes in defined benefit plans		Foreign currency translation adjustments		Accumulated other comprehensive loss		Changes related to cash flow derivative hedges		Changes in defined benefit plans		Foreign currency translation adjustments		Accumulated other comprehensive loss
Accumulated comprehensive loss at beginning of the year	$	(638,011)	$	(7,921)	$	2,718	$	(643,214)	$	(646,473)	$	(56,835)	$	(7,577)	$	(710,885)
Other comprehensive income (loss) before reclassifications	(30,279)		3,168		(6,546)		(33,657)		224,619		11,869		7,778		244,266
Amounts reclassified from accumulated other comprehensive loss	(1,418)		345		—		(1,073)		(28,718)		728		—		(27,990)
Net current-period other comprehensive income (loss)	(31,697)		3,513		(6,546)		(34,730)		195,901		12,597		7,778		216,276
Ending balance	$	(669,708)	$	(4,408)	$	(3,828)	$	(677,944)	$	(450,572)	$	(44,238)	$	201	$	(494,609)

Schedule of Reclassifications Out of Accumulated Other Comprehensive Income (Loss)

The following table presents reclassifications out of accumulated other comprehensive loss for the quarters ended March 31, 2023 and 2022 (in thousands):

	Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income
Details About Accumulated Other Comprehensive Loss Components	Quarter Ended March 31, 2023		Quarter Ended March 31, 2022		Affected Line Item in Statements of Comprehensive Loss
Gain (loss) on cash flow derivative hedges:
Interest rate swaps	$	9,946	$	(10,434)	Interest expense, net of interest capitalized
Foreign currency forward contracts	(4,363)		(4,065)		Depreciation and amortization expenses
Foreign currency forward contracts	(501)		(1,218)		Other income (expense)
Fuel swaps	—		(369)		Other income (expense)
Fuel swaps	(3,664)		44,804		Fuel
	1,418		28,718
Amortization of defined benefit plans:
Actuarial loss	(345)		(728)		Payroll and related
	(345)		(728)
Total reclassifications for the period	$	1,073	$	27,990

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Fair Value Measurements and Derivative Instruments (Tables)

3 Months Ended

Mar. 31, 2023

Derivative Instruments

Fair Value Measurements, Nonrecurring

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

	Fair Value Measurements at March 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)	$	1,226,871	$	1,226,871	$	1,226,871	$	—	$	—	$	1,935,005	$	1,935,005	$	1,935,005	$	—	$	—
Total Assets	$	1,226,871	$	1,226,871	$	1,226,871	$	—	$	—	$	1,935,005	$	1,935,005	$	1,935,005	$	—	$	—
Liabilities:
Long-term debt (including current portion of debt)(5)	$	21,123,218	$	21,909,938	$	—	$	21,909,938	$	—	$	23,039,859	$	22,856,306	$	—	$	22,856,306	$	—
Total Liabilities	$	21,123,218	$	21,909,938	$	—	$	21,909,938	$	—	$	23,039,859	$	22,856,306	$	—	$	22,856,306	$	—

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

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

(3) Inputs that are unobservable. The Company did not use any Level 3 inputs as of March 31, 2023 and December 31, 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.

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

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

	Fair Value Measurements at March 31, 2023								Fair Value Measurements at December 31, 2022
Description	Total		Level 1(1)		Level 2(2)		Level 3(3)		Total		Level 1(1)		Level 2(2)		Level 3(3)
Assets:
Derivative financial instruments(4)	$	168,737	$	—	$	168,737	$	—	$	203,802	$	—	$	203,802	$	—
Total Assets	$	168,737	$	—	$	168,737	$	—	$	203,802	$	—	$	203,802	$	—
Liabilities:
Derivative financial instruments(5)	$	135,485	$	—	$	135,485	$	—	$	135,608	$	—	$	135,608	$	—
Total Liabilities	$	135,485	$	—	$	135,485	$	—	$	135,608	$	—	$	135,608	$	—

(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 March 31, 2023 and December 31, 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 March 31, 2023 and December 31, 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.

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

Offsetting Assets

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

	Gross Amounts not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements
	As of March 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	$	168,737	$	(96,057)	$	—	$	72,680	$	203,802	$	(105,228)	$	—	$	98,574
Total	$	168,737	$	(96,057)	$	—	$	72,680	$	203,802	$	(105,228)	$	—	$	98,574

Offsetting Liabilities

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

	Gross Amounts not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements
	As of March 31, 2023								As of December 31, 2022
	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	$	(135,485)	$	96,057	$	—	$	(39,428)	$	(135,608)	$	105,228	$	—	$	(30,380)
Total	$	(135,485)	$	96,057	$	—	$	(39,428)	$	(135,608)	$	105,228	$	—	$	(30,380)

Schedule of Price Risk Derivatives

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

	Fuel Swap Agreements
	As of March 31, 2023	As of December 31, 2022
Designated as hedges:	(metric tons)
2023	673,551	825,651
2024	176,450	—

	Fuel Swap Agreements
	As of March 31, 2023		As of December 31, 2022
Designated hedges as a % of projected fuel purchases:	(% hedged)
2023	54	%	50	%
2024	10	%	—	%

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

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

	Fair Value of Derivative Instruments
	Asset Derivatives					Liability Derivatives
	Balance Sheet Location	As of March 31, 2023		As of December 31, 2022		Balance Sheet Location	As of March 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	Other assets	$	94,170	$	115,049	Other long-term liabilities	$	—	$	—
Foreign currency forward contracts	Derivative financial instruments	23,602		18,892		Derivative financial instruments	69,290		84,953
Foreign currency forward contracts	Other assets	31,916		25,504		Other long-term liabilities	3,461		150
Fuel swaps	Derivative financial instruments	19,049		40,191		Derivative financial instruments	52,546		46,359
Fuel swaps	Other assets	—		4,166		Other long-term liabilities	10,188		4,147
Total derivatives designated as hedging instruments under 815-20		$	168,737	$	203,802		$	135,485	$	135,609

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

Fair Value and Line Item Caption of Non-derivative Instruments

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

		Carrying Value
Non-derivative instrument designated as hedging instrument under ASC 815-20	Balance Sheet Location	As of March 31, 2023		As of December 31, 2022
Foreign currency debt	Current portion of long-term debt	$	62,282	$	62,282
Foreign currency debt	Long-term debt	423,230		399,577
		$	485,512	$	461,859

Non Derivative Instruments Qualifying and Designated as Hedging Instruments in Net Investment Hedges

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

	Amount of (Loss) Gain Recognized in Other Comprehensive Loss
Non-derivative instruments under ASC 815-20 Net Investment Hedging Relationships	Quarter Ended March 31, 2023		Quarter Ended March 31, 2022
Foreign Currency Debt	$	(8,980)	$	2,745
	$	(8,980)	$	2,745

Not Designated as Hedging Instrument

Derivative Instruments

Derivative Instruments, Gain (Loss)

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

		Amount of Gain (Loss) Recognized in Income on Derivatives
Derivatives Not Designated as Hedging Instruments under ASC 815-20	Location of Gain (Loss) Recognized in Income on Derivatives	Quarter Ended March 31, 2023		Quarter Ended March 31, 2022
Foreign currency forward contracts	Other income (expense)	$	4,118	$	(6,985)
Fuel swaps	Other income (expense)	—		(7)
		$	4,118	$	(6,992)

Fair Value Hedging

Derivative Instruments

Derivative Instruments, Gain (Loss)

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 loss was as follows (in thousands):

Derivatives and Related Hedged Items under ASC 815-20 Fair Value Hedging Relationships	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
		Quarter Ended March 31, 2023		Quarter Ended March 31, 2022		Quarter Ended March 31, 2023		Quarter Ended March 31, 2022
Interest rate swaps	Interest expense, net of interest capitalized	$	—	$	(3,365)	$	—	$	6,024
		$	—	$	(3,365)	$	—	$	6,024

Cash flow hedge

Derivative Instruments

Schedule of Interest Rate Derivatives

At March 31, 2023 and December 31, 2022, we maintained interest rate swap agreements on the following floating-rate debt instruments:

Debt Instrument	Swap Notional as of March 31, 2023 (in thousands)		Maturity	Debt Floating Rate		All-in Swap Fixed Rate as of March 31, 2023
Celebrity Reflection term loan	$	109,083	October 2024	LIBOR plus	0.40%	2.85%
Quantum of the Seas term loan	245,000		October 2026	LIBOR plus	1.30%	3.74%
Anthem of the Seas term loan	271,875		April 2027	LIBOR plus	1.30%	3.86%
Ovation of the Seas term loan	380,417		April 2028	LIBOR plus	1.00%	3.16%
Harmony of the Seas term loan (1)	345,267		May 2028	EURIBOR plus	1.15%	2.26%
Odyssey of the Seas term loan (2)	383,333		October 2032	LIBOR plus	0.96%	3.21%
Odyssey of the Seas term loan (2)	191,667		October 2032	LIBOR plus	0.96%	2.84%
	$	1,926,642

(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 March 31, 2023.

(2)Interest rate swap agreements hedging the term loan of Odyssey of the Seas include LIBOR zero-floors matching the debt LIBOR zero-floor. Amount presented is based on the exchange rate as of March 31, 2023.

Derivative Instruments, Gain (Loss)

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

Derivatives under ASC 815-20 Cash Flow Hedging Relationships	Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Loss on Derivatives
	Quarter Ended March 31, 2023		Quarter Ended March 31, 2022
Interest rate swaps	$	(10,620)	$	74,865
Foreign currency forward contracts	21,420		(40,062)
Fuel swaps	(41,079)		189,816
	$	(30,279)	$	224,619

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General (Details) destination in Thousands	Mar. 31, 2023 USD ($) country continent ship brand destination	Dec. 31, 2022 USD ($)
Schedule of Equity Method Investments [Line Items]
Number of cruise brands | brand	3
Number of cruise ships | ship	64
Number of destinations | destination	1
Number of countries | country	120
Number of continents | continent	7
Liquidity	$ 3,900,000,000
Cash and cash equivalents	1,226,871,000	$ 1,935,005,000
Revolving Credit Facility
Schedule of Equity Method Investments [Line Items]
Maximum borrowing capacity	$ 2,600,000,000
TUI Cruises
Schedule of Equity Method Investments [Line Items]
Investment in a joint venture, percentage of interest	50.00%

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Revenues - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Capitalized Contract Cost [Line Items]
Passenger ticket revenues	$ 2,885,146	$ 1,059,231
Contract liability	2,500,000		$ 1,800,000
Future cruise credits	500,000
Contract asset	167,700		167,900
Commission, transportation and other
Capitalized Contract Cost [Line Items]
Prepaid travel agent commissions	244,900		$ 177,500
Port Costs
Capitalized Contract Cost [Line Items]
Passenger ticket revenues	$ 203,400	$ 76,900
Minimum
Capitalized Contract Cost [Line Items]
Length of cruise	2 days
Maximum
Capitalized Contract Cost [Line Items]
Length of cruise	23 days

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Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Total revenues		$ 2,885,146	$ 1,059,231
Cruise Itinerary
Disaggregation of Revenue [Line Items]
Total revenues		2,742,404	1,004,778
Cruise Itinerary | North America
Disaggregation of Revenue [Line Items]
Total revenues	[1]	2,193,008	889,087
Cruise Itinerary | Asia/Pacific
Disaggregation of Revenue [Line Items]
Total revenues		333,010	34,633
Cruise Itinerary | Europe
Disaggregation of Revenue [Line Items]
Total revenues		1,897	1,425
Cruise Itinerary | Other regions
Disaggregation of Revenue [Line Items]
Total revenues	[2]	214,489	79,633
Other Revenues
Disaggregation of Revenue [Line Items]
Total revenues	[3]	$ 142,742	$ 54,453
Passenger Ticket | Other regions
Disaggregation of Revenue [Line Items]
Percentage of revenues by country	[4]	24.00%	16.00%
Passenger Ticket | United States
Disaggregation of Revenue [Line Items]
Percentage of revenues by country		76.00%	84.00%

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

[4] No other individual country's revenue exceeded 10% for the quarters ended March 31, 2023 and 2022.

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Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Earnings Per Share [Abstract]
Net loss for basic and diluted loss per share	$ (47,910)	$ (1,167,142)
Weighted-average common shares outstanding (in shares)	255,465,000	254,821,000
Diluted weighted-average shares outstanding (in shares)	255,465,000	254,821,000
Basic loss per share (in dollars per share)	$ (0.19)	$ (4.58)
Diluted loss per share (in dollars per share)	$ (0.19)	$ (4.58)
Antidilutive securities (in shares)	30,994,718	23,407,179

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Investments and Other Assets - Narrative (Details) $ in Thousands, € in Millions	1 Months Ended	3 Months Ended
	Apr. 30, 2016	Mar. 31, 2023 USD ($) entity	Mar. 31, 2022 USD ($)	Mar. 31, 2023 EUR (€) entity	Dec. 31, 2022 USD ($)	Dec. 31, 2022 EUR (€)
Other Assets
Proceeds from sale of noncontrolling interest		$ 209,320	$ 0
Property, Plant and Equipment
Other Assets
Credit loss		$ 81,600	$ 81,600
TUI Cruises GmbH joint venture
Other Assets
Percentage of ownership interest		50.00%		50.00%
TUI Cruises GmbH joint venture | TUI cruise ships
Other Assets
Restriction on reduction of current ownership interest (as a percent)		37.55%		37.55%
TUI Cruises GmbH joint venture | Not Primary Beneficiary
Other Assets
Percentage of ownership interest		50.00%		50.00%
Investments in entity		$ 483,900			$ 466,000
Underlying equity in net assets		384,600			361,500
Advances to affiliate		$ 90,400		€ 83.2	$ 93,000	€ 87.2
TUI Cruises GmbH joint venture | Not Primary Beneficiary | Splendour of the Seas
Other Assets
Interest rate on loan provided to related party (as a percent)	6.25%
Debt instrument, term	10 years
Debt, guaranteed percentage	50.00%
Grand Bahamas Shipyard Ltd. | Not Primary Beneficiary
Other Assets
Percentage of ownership interest		40.00%		40.00%
Italian Entities
Other Assets
Number of entities | entity		2		2
Port Of Miami and Spain entity
Other Assets
Number of controlled subsidiaries | entity		2		2
Port Of Miami
Other Assets
Percentage of investment sold		80.00%		80.00%
Proceeds from sale of noncontrolling interest		$ 208,900
Port Of Miami | Variable Interest Entity, Primary Beneficiary
Other Assets
Percentage of ownership interest		20.00%		20.00%
Spain Entity
Other Assets
Number of entities | entity		1		1

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Investments and Other Assets - Share of Equity Income From Investments (Details) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2023	Mar. 31, 2022
Other Assets [Abstract]
Share of equity income (loss) from investments		$ 20,471	$ (31,059)
Dividends received	[1]	$ 802	$ 423

[1] Represents dividends received from our investments accounted for under the equity method of accounting during the quarters ended March 31, 2023 and March 31, 2022. The amounts included in the table above are net of tax withholdings.

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Investments and Other Assets - Notes Receivable Due From Equity Instruments (Details) - USD ($) $ in Thousands		Mar. 31, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Total notes receivable due from equity investments		$ 99,746	$ 101,392
Less-current portion	[1]	18,094	18,406
Long-term portion	[2]	$ 81,652	$ 82,986

[1] Included within Trade and other receivables, net in our consolidated balance sheets.

[2] Included within Other assets in our consolidated balance sheets.

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Investments and Other Assets - Summary of Credit Loss Allowance (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Balance, beginning of period	$ 83,227	$ 100,192
Credit loss (recovery), net	(7,287)	653
Write-offs	(2,355)	(8,152)
Balance, end of period	$ 73,585	$ 92,693

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Debt - Summary of Debt (Details) - USD ($)		3 Months Ended
		Mar. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]		Long-term portion	Long-term portion
Finance lease liabilities		$ 336,892,000	$ 351,332,000
Total debt	[1]	21,888,796,000	23,822,314,000
Less: unamortized debt issuance costs		(428,685,000)	(431,123,000)
Total debt, net of unamortized debt issuance costs		21,460,111,000	23,391,191,000
Less—current portion		(2,055,307,000)	(2,087,711,000)
Long-term portion		$ 19,404,804,000	$ 21,303,480,000
Weighted average interest rate		6.35%	6.23%
Total fixed rate debt
Debt Instrument [Line Items]
Long-term debt, gross		$ 16,437,184,000	$ 15,856,315,000
Unsecured senior notes
Debt Instrument [Line Items]
Long-term debt, gross		$ 7,898,504,000	7,199,331,000
Unsecured senior notes | Minimum
Debt Instrument [Line Items]
Interest rate	[2]	3.70%
Unsecured senior notes | Maximum
Debt Instrument [Line Items]
Interest rate	[2]	11.63%
Secured senior notes
Debt Instrument [Line Items]
Long-term debt, gross		$ 2,373,981,000	2,370,855,000
Secured senior notes | Minimum
Debt Instrument [Line Items]
Interest rate	[2]	8.25%
Secured senior notes | Maximum
Debt Instrument [Line Items]
Interest rate	[2]	11.50%
Unsecured term loans
Debt Instrument [Line Items]
Long-term debt, gross		$ 4,439,699,000	4,561,129,000
Unsecured term loans | Minimum
Debt Instrument [Line Items]
Interest rate	[2]	1.28%
Unsecured term loans | Maximum
Debt Instrument [Line Items]
Interest rate	[2]	5.89%
Convertible notes
Debt Instrument [Line Items]
Long-term debt, gross		$ 1,725,000,000	1,725,000,000
Convertible notes | Minimum
Debt Instrument [Line Items]
Interest rate	[2]	2.88%
Convertible notes | Maximum
Debt Instrument [Line Items]
Interest rate	[2]	6.00%
Total variable rate debt
Debt Instrument [Line Items]
Long-term debt, gross		$ 5,114,720,000	7,614,667,000
Unsecured revolving credit facilities
Debt Instrument [Line Items]
Long-term debt, gross	[3]	$ 371,971,000	2,744,105,000
Unsecured revolving credit facilities | Unsecured Revolving Credit Facility Due 2024
Debt Instrument [Line Items]
Current interest rate		6.20%
Maximum borrowing capacity		$ 1,900,000,000
Unsecured revolving credit facilities | Unsecured Revolving Credit Facility Due 2024
Debt Instrument [Line Items]
Current interest rate		6.95%
Maximum borrowing capacity		$ 1,100,000,000
Unsecured revolving credit facilities | Minimum
Debt Instrument [Line Items]
Current interest rate	[2],[3]	6.20%
Unsecured revolving credit facilities | Minimum | Unsecured Revolving Credit Facility Due 2024
Debt Instrument [Line Items]
Facility fee		0.20%
Unsecured revolving credit facilities | Minimum | Unsecured Revolving Credit Facility Due 2024 | SOFR
Debt Instrument [Line Items]
Margin on floating rate base (as a percent)		1.40%
Unsecured revolving credit facilities | Minimum | Unsecured Revolving Credit Facility Due 2024 | SOFR
Debt Instrument [Line Items]
Margin on floating rate base (as a percent)		1.80%
Unsecured revolving credit facilities | Maximum
Debt Instrument [Line Items]
Current interest rate	[2],[3]	6.95%
Unsecured revolving credit facilities | Maximum | Unsecured Revolving Credit Facility Due 2024 | SOFR
Debt Instrument [Line Items]
Margin on floating rate base (as a percent)		2.15%
Unsecured revolving credit facilities | Maximum | Unsecured Revolving Credit Facility Due 2024
Debt Instrument [Line Items]
Facility fee		0.30%
Unsecured revolving credit facilities | Maximum | Unsecured Revolving Credit Facility Due 2024 | SOFR
Debt Instrument [Line Items]
Margin on floating rate base (as a percent)		2.15%
USD unsecured term loan
Debt Instrument [Line Items]
Long-term debt, gross		$ 4,198,261,000	4,335,973,000
USD unsecured term loan | Minimum
Debt Instrument [Line Items]
Current interest rate	[2]	5.71%
USD unsecured term loan | Maximum
Debt Instrument [Line Items]
Current interest rate	[2]	9.69%
Euro unsecured term loan
Debt Instrument [Line Items]
Long-term debt, gross		$ 544,488,000	$ 534,589,000
Euro unsecured term loan | Minimum
Debt Instrument [Line Items]
Current interest rate	[2]	6.46%
Euro unsecured term loan | Maximum
Debt Instrument [Line Items]
Current interest rate	[2]	7.09%

[1] At March 31, 2023 and December 31, 2022, the weighted average interest rate for total debt was 6.35% and 6.23%, respectively

[2] Interest rates based on outstanding loans as of March 31, 2023, and for variable rate debt include either LIBOR, EURIBOR or Term SOFR plus the applicable margin.

[3] Advances under our $1.9 billion facility accrue interest at Term SOFR plus an interest rate margin ranging from 1.40% to 2.15%. Advances under our $1.1 billion facility accrue interest at Term SOFR plus an interest rate margin ranging from 1.80% to 2.15%. Based on applicable Term SOFR rates, as of March 31, 2023, the interest rates under the $1.9 billion facility and the $1.1 billion facility were 6.20% and 6.95%, respectively. We also pay a facility fee for each facility ranging from 0.20% to 0.30% of the total commitments under such facility.

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Debt - Narrative (Details)		1 Months Ended		3 Months Ended
		Feb. 28, 2023 USD ($)	Jan. 31, 2023 USD ($) unsecuredRevolvingCreditFacility	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Minimum | Contract With Customer, Liability, Up-Front Payment Arrangement
Long-Term Debt
Credit agency fees, percentage of loan amount payable				2.35%
Maximum | Contract With Customer, Liability, Up-Front Payment Arrangement
Long-Term Debt
Credit agency fees, percentage of loan amount payable				5.48%
Revolving Credit Facility
Long-Term Debt
Number of unsecured revolving credit facilities | unsecuredRevolvingCreditFacility			2
Maximum borrowing capacity				$ 2,600,000,000
Repayments of revolving credit facilities				2,400,000,000
Term Loan Facility, $700 Million | Line of Credit
Long-Term Debt
Debt terminated		$ 700,000,000
Debt instrument, term		364 days
Senior Unsecured Note, Backstop Committed Financing | Line of Credit
Long-Term Debt
Debt terminated		$ 350,000,000
Export And Non-Export Credit Facilities
Long-Term Debt
Long-term debt, outstanding principal amount				9,400,000,000
Line of Credit | Revolving Credit Facility
Long-Term Debt
Maximum borrowing capacity			$ 3,000,000,000
Line of Credit | Aggregate Revolving Capacity 2.3 Billion | Revolving Credit Facility
Long-Term Debt
Proceeds from credit facility			$ 2,300,000,000
Extension term			1 year
Revolving Credit Facility
Long-Term Debt
Long-term debt, outstanding principal amount	[1]			371,971,000	$ 2,744,105,000
Unsecured senior notes
Long-Term Debt
Long-term debt, outstanding principal amount				$ 7,898,504,000	$ 7,199,331,000
Unsecured senior notes | Minimum
Long-Term Debt
Interest rate	[2]			3.70%
Unsecured senior notes | Maximum
Long-Term Debt
Interest rate	[2]			11.63%
Unsecured senior notes | Priority Guaranteed Notes
Long-Term Debt
Face amount		$ 700,000,000
Interest rate		7.25%
Unsecured senior notes | Senior Guaranteed Notes Due January2030
Long-Term Debt
Interest rate		7.25%

[1] Advances under our $1.9 billion facility accrue interest at Term SOFR plus an interest rate margin ranging from 1.40% to 2.15%. Advances under our $1.1 billion facility accrue interest at Term SOFR plus an interest rate margin ranging from 1.80% to 2.15%. Based on applicable Term SOFR rates, as of March 31, 2023, the interest rates under the $1.9 billion facility and the $1.1 billion facility were 6.20% and 6.95%, respectively. We also pay a facility fee for each facility ranging from 0.20% to 0.30% of the total commitments under such facility.

[2] Interest rates based on outstanding loans as of March 31, 2023, and for variable rate debt include either LIBOR, EURIBOR or Term SOFR plus the applicable margin.

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Debt - Schedule of Maturities (Details) $ in Thousands	Mar. 31, 2023 USD ($)	[1]
Debt Disclosure [Abstract]
Remainder of 2023	$ 1,806,425
2024	2,295,347
2025	3,671,929
2026	2,753,605
2027	3,494,845
Thereafter	7,866,645
Total	$ 21,888,796

[1] Debt denominated in other currencies is calculated based on the applicable exchange rate at March 31, 2023.

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Leases - Narrative (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)	Jan. 31, 2022 extension_option	Nov. 30, 2021
Lessee, Lease, Description [Line Items]
Present value of lease liabilities	$ 336,892		$ 351,332
Variable lease cost	37,700	$ 7,500
Land and Building
Lessee, Lease, Description [Line Items]
Number of extension options | extension_option				2
Additional lease term				5 years
Present value of lease liabilities	56,000		55,500
Ships | Silver Dawn
Lessee, Lease, Description [Line Items]
Present value of lease liabilities	$ 260,100		$ 264,800
Finance lease term					15 years
Minimum | Real Estate
Lessee, Lease, Description [Line Items]
Renewal term	1 year
Minimum | Berthing Agreement
Lessee, Lease, Description [Line Items]
Renewal term	1 year
Maximum | Real Estate
Lessee, Lease, Description [Line Items]
Renewal term	10 years
Maximum | Berthing Agreement
Lessee, Lease, Description [Line Items]
Renewal term	20 years

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Leases - Schedule of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Lease, Cost [Abstract]
Amortization of right-of-use-assets	$ 5,791	$ 6,093
Interest on lease liabilities	7,502	4,600
Total lease costs	79,381	43,669
Commission, transportation and other
Lessee, Lease, Description [Line Items]
Operating lease costs	55,101	22,729
Other operating expenses
Lessee, Lease, Description [Line Items]
Operating lease costs	5,545	5,471
Marketing, selling and administrative expenses
Lessee, Lease, Description [Line Items]
Operating lease costs	$ 5,442	$ 4,776

XML

Leases - Schedule of Lease Terms and Discount Rates (Details)	Mar. 31, 2023	Dec. 31, 2022
Weighted average of the remaining lease term in years
Operating leases	17 years 9 months 21 days	17 years 8 months 8 days
Finance leases	19 years 8 months 4 days	19 years 3 months 3 days
Weighted average discount rate
Operating leases	7.24%	6.92%
Finance leases	6.44%	6.43%

XML

Leases - Supplemental Noncash Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Leases [Abstract]
Operating cash flows from operating leases	$ 36,421	$ 28,193
Operating cash flows from finance leases	7,502	4,600
Financing cash flows from finance leases	$ 13,988	$ 17,034

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Leases - Schedule of Lease Maturities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Operating Leases
Remainder of 2023	$ 89,291
2024	105,441
2025	99,815
2026	90,555
2027	71,207
Thereafter	789,278
Total lease payments	1,245,587
Less: Interest	(657,672)
Present value of lease liabilities	587,915
Finance Leases
Remainder of 2023	33,923
2024	44,465
2025	43,974
2026	38,412
2027	37,358
Thereafter	706,482
Total lease payments	904,614
Less: Interest	(567,722)
Present value of lease liabilities	$ 336,892	$ 351,332

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Commitments and Contingencies - Capital Commitments (Details)	Mar. 31, 2023 berth
Long-term Purchase Commitment [Line Items]
Ship passenger capacity berths	38,310
Royal Caribbean International | Utopia of the Seas
Long-term Purchase Commitment [Line Items]
Ship passenger capacity berths	5,700
Royal Caribbean International | Icon of the Seas
Long-term Purchase Commitment [Line Items]
Ship passenger capacity berths	5,600
Royal Caribbean International | Icon Class, Unnamed Ship Two
Long-term Purchase Commitment [Line Items]
Ship passenger capacity berths	5,600
Royal Caribbean International | Icon Class, Unnamed Ship Three
Long-term Purchase Commitment [Line Items]
Ship passenger capacity berths	5,600
Celebrity Cruises | Celebrity Ascent
Long-term Purchase Commitment [Line Items]
Ship passenger capacity berths	3,250
Silversea Cruises | Silver Nova
Long-term Purchase Commitment [Line Items]
Ship passenger capacity berths	730
Silversea Cruises | Silver Ray
Long-term Purchase Commitment [Line Items]
Ship passenger capacity berths	730
TUI Cruises | Mein Schiff 7
Long-term Purchase Commitment [Line Items]
Ship passenger capacity berths	2,900
TUI Cruises | TUI Cruises, Unnamed Ship One
Long-term Purchase Commitment [Line Items]
Ship passenger capacity berths	4,100
TUI Cruises | TUI Cruises, Unnamed Ship Two
Long-term Purchase Commitment [Line Items]
Ship passenger capacity berths	4,100

XML

Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended
	Dec. 31, 2022	Mar. 31, 2023	Dec. 31, 2022
Commitments and Contingencies
Plaintiff amount	$ 112.0
Loss in period			$ 130.0
Number of months considered to determine requirement of prepayment of debts		24 months
Line of Credit | Minimum
Commitments and Contingencies
Debt instrument covenant, minimum percentage of ownership by a person		50.00%
Debt Securities | Minimum
Commitments and Contingencies
Debt instrument covenant, minimum percentage of ownership by a person		50.00%
Cruise ships on order
Commitments and Contingencies
Aggregate cost of ships on order, not including TUI cruises on order		$ 10,200.0
Deposit for the purchase of ships expected to enter service		$ 922.5
Percentage of aggregate cost exposed to fluctuations in the euro exchange rate	52.30%	49.20%	52.30%

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Shareholders' Equity (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Proceeds from sale of noncontrolling interest	$ 209,320	$ 0
Port Of Miami
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Percentage of investment sold	80.00%
Proceeds from sale of noncontrolling interest	$ 208,900
Port Of Miami | Variable Interest Entity, Primary Beneficiary
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Percentage of ownership interest	20.00%

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Changes in Accumulated Other Comprehensive Loss - Changes in AOCI by Component (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	$ 2,868,812
Other comprehensive income (loss) before reclassifications	(33,657)	$ 244,266
Amounts reclassified from accumulated other comprehensive loss	(1,073)	(27,990)
Net current-period other comprehensive income (loss)	(34,730)	216,276
Ending balance	2,851,618
Changes related to cash flow derivative hedges
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	(638,011)	(646,473)
Other comprehensive income (loss) before reclassifications	(30,279)	224,619
Amounts reclassified from accumulated other comprehensive loss	(1,418)	(28,718)
Net current-period other comprehensive income (loss)	(31,697)	195,901
Ending balance	(669,708)	(450,572)
Changes in defined benefit plans
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	(7,921)	(56,835)
Other comprehensive income (loss) before reclassifications	3,168	11,869
Amounts reclassified from accumulated other comprehensive loss	345	728
Net current-period other comprehensive income (loss)	3,513	12,597
Ending balance	(4,408)	(44,238)
Foreign currency translation adjustments
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	2,718	(7,577)
Other comprehensive income (loss) before reclassifications	(6,546)	7,778
Amounts reclassified from accumulated other comprehensive loss	0	0
Net current-period other comprehensive income (loss)	(6,546)	7,778
Ending balance	(3,828)	201
Accumulated other comprehensive loss
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	(643,214)	(710,885)
Ending balance	$ (677,944)	$ (494,609)

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Changes in Accumulated Other Comprehensive Loss - Reclassifications (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Reclassifications out of accumulated other comprehensive loss
Interest expense, net of interest capitalized	$ (359,387)	$ (277,659)
Depreciation and amortization expenses	(359,773)	(339,467)
Other income (expense)	4,585	(2,538)
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income
Reclassifications out of accumulated other comprehensive loss
Total reclassifications for the period	1,073	27,990
Loss on cash flow derivative hedges | Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income
Reclassifications out of accumulated other comprehensive loss
Total reclassifications for the period	1,418	28,718
Loss on cash flow derivative hedges | Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income | Interest rate swaps
Reclassifications out of accumulated other comprehensive loss
Interest expense, net of interest capitalized	9,946	(10,434)
Loss on cash flow derivative hedges | Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income | Foreign currency forward contracts
Reclassifications out of accumulated other comprehensive loss
Depreciation and amortization expenses	(4,363)	(4,065)
Other income (expense)	(501)	(1,218)
Loss on cash flow derivative hedges | Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income | Fuel swaps
Reclassifications out of accumulated other comprehensive loss
Other income (expense)	0	(369)
Fuel	(3,664)	44,804
Changes in defined benefit plans | Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income
Reclassifications out of accumulated other comprehensive loss
Payroll and related	(345)	(728)
Total reclassifications for the period	$ (345)	$ (728)

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Fair Value Measurements and Derivative Instruments - Estimated Fair Value (Details) - Nonrecurring - USD ($) $ in Thousands		Mar. 31, 2023	Dec. 31, 2022
Level 1
Assets:
Cash and cash equivalents	[1],[2]	$ 1,226,871	$ 1,935,005
Total Assets	[2]	1,226,871	1,935,005
Liabilities:
Long-term debt (including current portion of debt)	[2],[3]	0	0
Total Liabilities	[2]	0	0
Level 2
Assets:
Cash and cash equivalents	[1],[4]	0	0
Total Assets	[4]	0	0
Liabilities:
Long-term debt (including current portion of debt)	[3],[4]	21,909,938	22,856,306
Total Liabilities	[4]	21,909,938	22,856,306
Level 3
Assets:
Cash and cash equivalents	[1],[5]	0	0
Total Assets	[5]	0	0
Liabilities:
Long-term debt (including current portion of debt)	[3],[5]	0	0
Total Liabilities	[5]	0	0
Total Carrying Amount
Assets:
Cash and cash equivalents	[1]	1,226,871	1,935,005
Total Assets		1,226,871	1,935,005
Liabilities:
Long-term debt (including current portion of debt)	[3]	21,123,218	23,039,859
Total Liabilities		21,123,218	23,039,859
Total Fair Value
Assets:
Cash and cash equivalents	[1]	1,226,871	1,935,005
Total Assets		1,226,871	1,935,005
Liabilities:
Long-term debt (including current portion of debt)	[3]	21,909,938	22,856,306
Total Liabilities		$ 21,909,938	$ 22,856,306

[1] Consists of cash and marketable securities with original maturities of less than 90 days.

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

[3] Consists of unsecured revolving credit facilities, senior notes, term loans and convertible notes. These amounts do not include our finance lease obligations.

[4] 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.

[5] Inputs that are unobservable. The Company did not use any Level 3 inputs as of March 31, 2023 and December 31, 2022.

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Fair Value Measurements and Derivative Instruments - Recurring (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands		Mar. 31, 2023	Dec. 31, 2022
Level 1
Assets:
Derivative financial instruments	[1],[2]	$ 0	$ 0
Total Assets	[2]	0	0
Liabilities:
Derivative financial instruments	[2],[3]	0	0
Total Liabilities	[2]	0	0
Level 2
Assets:
Derivative financial instruments	[1],[4]	168,737	203,802
Total Assets	[4]	168,737	203,802
Liabilities:
Derivative financial instruments	[3],[4]	135,485	135,608
Total Liabilities	[4]	135,485	135,608
Level 3
Assets:
Derivative financial instruments	[1],[5]	0	0
Total Assets	[5]	0	0
Liabilities:
Derivative financial instruments	[3],[5]	0	0
Total Liabilities	[5]	0	0
Total
Assets:
Derivative financial instruments	[1]	168,737	203,802
Total Assets		168,737	203,802
Liabilities:
Derivative financial instruments	[3]	135,485	135,608
Total Liabilities		$ 135,485	$ 135,608

[1] 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.

[2] 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 March 31, 2023 and December 31, 2022.

[3] 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.

[4] 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.

[5] Inputs that are unobservable. No Level 3 inputs were used in fair value measurements of other financial instruments as of March 31, 2023 and December 31, 2022.

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Fair Value Measurements and Derivative Instruments - Offsetting of Derivative Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Offsetting of Financial Assets under Master Netting Agreements [Abstract]
Gross Amount of Derivative Assets Presented in the Consolidated Balance Sheet	$ 168,737	$ 203,802
Gross Amount of Eligible Offsetting Recognized Derivative Liabilities	(96,057)	(105,228)
Cash Collateral Received	0	0
Net Amount of Derivative Assets	72,680	98,574
Offsetting of Financial Liabilities under Master Netting Agreements [Abstract]
Gross Amount of Derivative Liabilities Presented in the Consolidated Balance Sheet	(135,485)	(135,608)
Gross Amount of Eligible Offsetting Recognized Derivative Assets	96,057	105,228
Cash Collateral Pledged	0	0
Net Amount of Derivative Liabilities	$ (39,428)	$ (30,380)

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Fair Value Measurements and Derivative Instruments - Derivative Instruments, Interest Rate Risk, Foreign Currency Exchange Rate Risk (Narrative) (Details) $ in Thousands, € in Millions	3 Months Ended			12 Months Ended
	Mar. 31, 2023 USD ($)	Mar. 31, 2023 EUR (€)	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2022 EUR (€)
Gains and losses from derivatives involved in hedging relationships
Derivative instrument, credit risk exposure	$ 88,500
Maximum length of time hedged in derivative contract	3 years	3 years
Percentage of debt bearing fixed interest	84.00%			75.00%
Foreign currency gain (loss)	$ (11,100)		$ 7,200
Cruise ships on order
Gains and losses from derivatives involved in hedging relationships
Aggregate cost of ships on order, not including partner brands on order	10,200,000
Amount deposited for cost of ships on order	$ 922,500
Percentage of aggregate cost exposed to fluctuations in the euro exchange rate	49.20%			52.30%
Foreign currency debt
Gains and losses from derivatives involved in hedging relationships
Carrying value of non-derivative instrument designated as hedging instrument	$ 485,512			$ 461,859
Foreign currency debt | TUI Cruises
Gains and losses from derivatives involved in hedging relationships
Carrying value of non-derivative instrument designated as hedging instrument	485,500	€ 446.9		461,900	€ 433.0
Interest rate swaps
Gains and losses from derivatives involved in hedging relationships
Notional amount	1,900,000			1,900,000
Forward Contracts | Not Designated
Gains and losses from derivatives involved in hedging relationships
Notional amount	1,200,000		800,000
Foreign currency forward contracts | Not Designated
Gains and losses from derivatives involved in hedging relationships
Gain (loss) fair value of foreign currency forward contracts recognized in earnings	4,100		$ (7,000)
Foreign exchange contracts
Gains and losses from derivatives involved in hedging relationships
Notional amount	$ 3,300,000			$ 2,900,000

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Fair Value Measurements and Derivative Instruments - Interest Rate Risk (Details) - Interest rate swaps - Cash flow hedge $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Interest Rate Cash Flow Hedges [Abstract]
Swap notional amount	$ 1,926,642
Celebrity Reflection term loan
Interest Rate Cash Flow Hedges [Abstract]
Swap notional amount	$ 109,083
All-in Swap Fixed Rate as of March 31, 2023	2.85%
Quantum of the Seas term loan
Interest Rate Cash Flow Hedges [Abstract]
Swap notional amount	$ 245,000
All-in Swap Fixed Rate as of March 31, 2023	3.74%
Anthem of the Seas term loan
Interest Rate Cash Flow Hedges [Abstract]
Swap notional amount	$ 271,875
All-in Swap Fixed Rate as of March 31, 2023	3.86%
Ovation of the Seas term loan
Interest Rate Cash Flow Hedges [Abstract]
Swap notional amount	$ 380,417
All-in Swap Fixed Rate as of March 31, 2023	3.16%
Harmony of the Seas term loan
Interest Rate Cash Flow Hedges [Abstract]
Swap notional amount	$ 345,267	[1]
All-in Swap Fixed Rate as of March 31, 2023	2.26%	[1],[2]
Odyssey of the Seas term loan
Interest Rate Cash Flow Hedges [Abstract]
Swap notional amount	$ 383,333	[3]
All-in Swap Fixed Rate as of March 31, 2023	3.21%	[3]
Odyssey of the Seas term loan
Interest Rate Cash Flow Hedges [Abstract]
Swap notional amount	$ 191,667	[3],[4]
All-in Swap Fixed Rate as of March 31, 2023	2.84%	[3]
LIBOR | Celebrity Reflection term loan
Interest Rate Cash Flow Hedges [Abstract]
Debt Floating Rate	0.40%
LIBOR | Quantum of the Seas term loan
Interest Rate Cash Flow Hedges [Abstract]
Debt Floating Rate	1.30%
LIBOR | Anthem of the Seas term loan
Interest Rate Cash Flow Hedges [Abstract]
Debt Floating Rate	1.30%
LIBOR | Ovation of the Seas term loan
Interest Rate Cash Flow Hedges [Abstract]
Debt Floating Rate	1.00%
LIBOR | Odyssey of the Seas term loan
Interest Rate Cash Flow Hedges [Abstract]
Debt Floating Rate	0.96%	[3]
LIBOR | Odyssey of the Seas term loan
Interest Rate Cash Flow Hedges [Abstract]
Debt Floating Rate	0.96%	[3]
EURIBOR | Harmony of the Seas term loan
Interest Rate Cash Flow Hedges [Abstract]
Debt Floating Rate	1.15%	[1]

[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 March 31, 2023.

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

[3] Interest rate swap agreements hedging the term loan of Odyssey of the Seas include LIBOR zero-floors matching the debt LIBOR zero-floor. Amount presented is based on the exchange rate as of March 31, 2023.

[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.

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Fair Value Measurements and Derivative Instruments - Fuel Price Risk (Details) - Fuel Swap Agreements $ in Millions	Mar. 31, 2023 USD ($) T	Dec. 31, 2022 USD ($) T
Derivative Instruments
Estimated unrealized net gain (loss) associated with cash flow hedges pertaining to fuel swap agreements expected to be reclassified to earnings from accumulated other comprehensive income loss | $	$ 34.1	$ 7.9
2023
Derivative Instruments
Fuel Swap Agreements (metric tons)	673,551	825,651
Percentage of projected requirements	54.00%	50.00%
2024
Derivative Instruments
Fuel Swap Agreements (metric tons)	176,450	0
Percentage of projected requirements	10.00%	0.00%

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Fair Value Measurements and Derivative Instruments - Balance Sheet (Details) - USD ($) $ in Thousands		Mar. 31, 2023	Dec. 31, 2022
Asset Derivatives
Asset Derivatives		$ 168,737	$ 203,802
Liability Derivatives
Liability Derivatives		135,485	135,608
Designated as Hedging Instrument
Asset Derivatives
Asset Derivatives	[1]	168,737	203,802
Liability Derivatives
Liability Derivatives	[1]	135,485	135,609
Interest rate swaps | Designated as Hedging Instrument | Other assets
Asset Derivatives
Asset Derivatives	[1]	94,170	115,049
Interest rate swaps | Designated as Hedging Instrument | Other long-term liabilities
Liability Derivatives
Liability Derivatives	[1]	0	0
Foreign currency forward contracts | Designated as Hedging Instrument | Other assets
Asset Derivatives
Asset Derivatives	[1]	31,916	25,504
Foreign currency forward contracts | Designated as Hedging Instrument | Derivative financial instruments
Asset Derivatives
Asset Derivatives	[1]	23,602	18,892
Liability Derivatives
Liability Derivatives	[1]	69,290	84,953
Foreign currency forward contracts | Designated as Hedging Instrument | Other long-term liabilities
Liability Derivatives
Liability Derivatives	[1]	3,461	150
Fuel swaps | Designated as Hedging Instrument | Other assets
Asset Derivatives
Asset Derivatives	[1]	0	4,166
Fuel swaps | Designated as Hedging Instrument | Derivative financial instruments
Asset Derivatives
Asset Derivatives	[1]	19,049	40,191
Liability Derivatives
Liability Derivatives	[1]	52,546	46,359
Fuel swaps | Designated as Hedging Instrument | Other long-term liabilities
Liability Derivatives
Liability Derivatives	[1]	$ 10,188	$ 4,147

[1] 815-20 “Hedging-General” under ASC 815.

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Fair Value Measurements and Derivative Instruments - Balance Sheet Hedging Instruments (Details) - Foreign currency debt - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Derivative Instruments
Carrying value of non-derivative instrument designated as hedging instrument	$ 485,512	$ 461,859
Current portion of long-term debt
Derivative Instruments
Carrying value of non-derivative instrument designated as hedging instrument	62,282	62,282
Long-term debt
Derivative Instruments
Carrying value of non-derivative instrument designated as hedging instrument	$ 423,230	$ 399,577

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Fair Value Measurements and Derivative Instruments - Income Statement Hedging Instruments (Details) - Fair Value Hedging - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Derivative Instruments
Amount of Gain (Loss) Recognized in Income on Derivative	$ 0	$ (3,365)
Amount of Gain (Loss) Recognized in Income on Hedged Item	0	6,024
Interest rate swaps | Interest expense, net of interest capitalized
Derivative Instruments
Amount of Gain (Loss) Recognized in Income on Derivative	0	(3,365)
Amount of Gain (Loss) Recognized in Income on Hedged Item	$ 0	$ 6,024

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Fair Value Measurements and Derivative Instruments - Designated Cash Flow Hedges (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Effect of derivative instruments involved in hedging on the consolidated financial statements
Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Loss on Derivatives	$ (30,279)	$ 224,619
Interest rate swaps
Effect of derivative instruments involved in hedging on the consolidated financial statements
Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Loss on Derivatives	(10,620)	74,865
Foreign currency forward contracts
Effect of derivative instruments involved in hedging on the consolidated financial statements
Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Loss on Derivatives	21,420	(40,062)
Fuel swaps
Effect of derivative instruments involved in hedging on the consolidated financial statements
Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Loss on Derivatives	$ (41,079)	$ 189,816

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Fair Value Measurements and Derivative Instruments - Non-Derivative Net Investment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Foreign currency debt
Net investment hedge
Amount of (Loss) Gain Recognized in Other Comprehensive Loss	$ (8,980)	$ 2,745

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Fair Value Measurements and Derivative Instruments - Derivatives Not Designated as Hedging Instruments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Derivative Instruments
Amount of Gain (Loss) Recognized in Income on Derivatives	$ 4,118	$ (6,992)
Foreign currency forward contracts | Other income (expense)
Derivative Instruments
Amount of Gain (Loss) Recognized in Income on Derivatives	4,118	(6,985)
Fuel swaps | Other income (expense)
Derivative Instruments
Amount of Gain (Loss) Recognized in Income on Derivatives	$ 0	$ (7)

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Fair Value Measurements and Derivative Instruments - Credit Features (Details)	Mar. 31, 2023 derivative
Fair Value Disclosures [Abstract]
Number of interest rate derivative hedges requiring collateral to be posted	5

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Label	Element	Value
Accounting Standards Update [Extensible Enumeration]	us-gaap_AccountingStandardsUpdateExtensibleList	Accounting Standards Update 2020-06 [Member]