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Debt | 12 Months Ended
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Dec. 31, 2024
Debt Disclosure [Abstract] |
Debt | Note 8. Debt Debt consists of the following (in millions):
|  |  |  |  |  | As of December 31,
|  | Weighted Average Rate(1) |  | Maturities Through |  | 2024 |  | 2023
Fixed rate debt: |  |  |  |  |  |  |  |
Unsecured senior notes |  | 5.59% |  | 2026 - 2033 |  | $ | 9,699 |  |  | $ | 7,899 |
Secured senior notes |  | —% |  | 2029 |  | — |  |  | 1,000 |
Unsecured term loans |  | 3.27% |  | 2027 - 2036 |  | 7,687 |  |  | 6,569 |
Convertible notes |  | 6.00% |  | 2025 |  | 322 |  |  | 1,150 |
Total fixed rate debt |  |  |  |  |  | 17,708 |  |  | 16,618 |
Variable rate debt: |  |  |  |  |  |  |  |
Unsecured revolving credit facilities(2) |  | 5.91% |  | 2026 - 2028 |  | 340 |  |  | 899 |
USD unsecured term loans |  | 6.02% |  | 2026 - 2037 |  | 2,227 |  |  | 3,666 |
Euro unsecured term loans |  | 3.97% |  | 2028 |  | 212 |  |  | 443 |
Total variable rate debt |  |  |  |  |  | 2,779 |  |  | 5,008 |
Finance lease liabilities |  |  |  |  |  | 117 |  |  | 369 |
Total debt (3) |  |  |  |  |  | 20,604 |  |  | 21,995 |
Less: unamortized debt issuance costs |  |  |  |  |  | (528) |  |  | (543) |
Total debt, net of unamortized debt issuance costs |  |  |  |  |  | 20,076 |  |  | 21,452 |
Less—current portion |  |  |  |  |  | (1,603) |  |  | (1,720) |
Long-term portion |  |  |  |  |  | $ | 18,473 |  |  | $ | 19,732 |
(1)Weighted average interest rates are based on outstanding loan balance as of December 31, 2024, and for variable rate debt include either EURIBOR or Term SOFR plus the applicable margin. (2)Advances under our unsecured revolving credit facilities accrue interest at Term SOFR plus a 0.10% credit adjustment spread plus an interest rate margin of 1.33%. Based on applicable Term SOFR rates, as of December 31, 2024, the interest rate under the unsecured credit facilities was 5.77%. We also pay a facility fee of 0.17% of the total commitments under such facility. (3)At December 31, 2024 and 2023, the weighted average interest rate for total debt was 5.03% and 6.06%, respectively. Unsecured Revolving Credit Facilities During the quarter ended December 31, 2024, we increased the capacity of our unsecured revolving credit facilities due in 2026 and 2028, respectively, by $355 million utilizing their respective accordion features. As of December 31, 2024 our aggregate revolving credit capacity is $4.1 billion of which $2.04 billion of the commitments are scheduled to mature in October 2026 and $2.04 billion of the commitments are scheduled to mature in October 2028. As of December 31, 2024, we had undrawn capacity of $3.7 billion under our unsecured revolving credit facilities. Convertible Notes due 2025 In August 2024, we completed a privately negotiated exchange with a limited number of holders of the 6.00% Convertible Senior Notes due 2025. The holders exchanged approximately $827 million in aggregate principal amount for approximately 11.4 million shares of common stock and $827 million in cash, plus accrued and unpaid interest. The convertible notes exchange resulted in an induced conversion expense of $119 million that was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the year ended December 31, 2024. The net carrying value of the 6.00% convertible notes was as follows:
(in millions) | As of December 31, 2024 |  | As of December 31, 2023 |
Principal | $ | 322 |  |  | $ | 1,150 |  |
Less: Unamortized debt issuance costs | 1 |  |  | 13 |  |
| $ | 321 |  |  | $ | 1,137 |  |
The interest expense recognized related to the 6.00% convertible notes was as follows:
(in millions) | As of December 31, 2024 |  | As of December 31, 2023 |  |  |
Contractual interest expense | $ | 50 |  |  | $ | 69 |  |  |  |
Amortization of debt issuance costs | 6 |  |  | 8 |  |  |  |
| $ | 56 |  |  | $ | 77 |  |  |  |
Convertible Notes due 2023 In June 2023, our remaining $350 million of the 4.25% Convertible Senior Notes matured. The notes were settled using a combination of $338 million in cash, and the issuance of approximately 374,000 shares of common stock. The issuance of equity increased additional paid in capital by an immaterial amount. In November 2023, our remaining $225 million of the 2.875% Convertible Senior Notes matured. The notes were settled using a combination of $225 million in cash and the issuance of approximately 147,000 shares of common stock. The issuance of equity increased additional paid in capital by an immaterial amount. 2024 Debt financing transactions In March 2024, we issued $1.25 billion of senior unsecured notes due in 2032 for net proceeds of approximately $1.24 billion. Interest accrues on the notes at a fixed rate of 6.25% per annum and is payable semi-annually in arrears. The proceeds from this notes issuance, together with cash on hand, were used to redeem all of the outstanding $1.25 billion aggregate principal amount of 11.625% Senior Notes due 2027. The repayment resulted in a loss on extinguishment of debt of $116 million that was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the year ended December 31, 2024. In August 2024, we issued $2.0 billion of senior unsecured notes due in 2033 for net proceeds of approximately $1.98 billion. Interest accrues on the notes at a fixed rate of 6.00% per annum and is payable semi-annually in arrears. The proceeds from this notes issuance were used to redeem all of our outstanding $1.0 billion aggregate principal of 9.250% Senior Notes due 2029 and all of our outstanding $1.0 billion aggregate principal amount of 8.250% Senior secured notes due 2029. The repayment resulted in a loss on extinguishment of debt of $142 million that was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the year ended December 31, 2024. In September 2024, we issued $1.5 billion of senior unsecured notes due in 2031 for net proceeds of approximately $1.49 billion. Interest accrues on the notes at a fixed rate 5.63% per annum and is a payable semi-annually in arrears. The proceeds from this notes issuance were used to redeem all of our outstanding $700 million aggregate principal amount of the 7.25% Senior Notes due 2030. The repayment resulted in a loss on extinguishment of debt of $61 million that was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the year ended December 31, 2024. During the fourth quarter of 2024, we repaid the remaining $138 million of the Silver Moon term loan due 2028, which resulted in an immaterial loss on extinguishment of debt that was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the year ended December 31, 2024. 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. During 2023, we repaid the remaining $1.4 billion of our 11.50% secured senior notes due June 2025, which resulted in a total loss on extinguishment of debt of $105 million that was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the year ended December 31, 2023. In October 2023, we paid the remaining $502 million of the $0.6 billion unsecured term loan due October 2023 which was previously amended in September 2022 to extend the maturity date of advances under the facilities held by consenting lenders by 12 months to October 2024. The payment resulted in an immaterial loss on extinguishment of debt recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the year ended December 31, 2023. 2024 Export credit facilities and agency guarantees In May 2024, we took delivery of Silver Ray. To finance the delivery, we borrowed $507 million under the committed financing agreement, resulting in an unsecured term loan which is 95% guaranteed by Euler Hermes. The unsecured loan amortizes semi-annually over 12 years and bears interest at a fixed rate of 4.33% per annum. In June 2024, we took delivery of Utopia of the Seas. To finance the delivery, we borrowed a total of $1.5 billion under the committed financing agreement, resulting in an unsecured term loan which is 100% guaranteed by BpiFrance Assurance Export. The unsecured term loan amortizes semi-annually over 12 years and bears interest primarily at a fixed rate of 3.00% per annum. During the second quarter of 2024, we repaid $839 million of outstanding deferred amounts under our export credit facilities, which eliminated the restriction on dividends and share repurchases. These repayments included both scheduled payments and an early repayment of the amortization deferral obtained on our export credit facilities in 2020 and 2021, which resulted in an immaterial loss on extinguishment of debt that was recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the year ended December 31, 2024. 2023 Export credit facilities and agency guarantees In June 2023, we took delivery of Silver Nova. To finance the delivery, we borrowed a total of $503 million under the committed financing agreement, resulting in an unsecured term loan which is 95% guaranteed by Euler Hermes. The unsecured loan amortizes semi-annually over 12 years and bears interest at a fixed rate of 4.21% per annum. In November 2023, we took delivery of Celebrity Ascent. To finance the delivery, we borrowed a total of $844 million under the committed financing agreement, resulting in an unsecured term loan which is 100% guaranteed by Bpifrance Assurance Export. The unsecured loan amortizes semi-annually over 12 years. The majority of the loan bears interest at a fixed rate of 3.18% per annum and a portion of the loan bears interest at a floating rate equal to Term SOFR plus a margin of 1.45%. Based on applicable Term SOFR rates, as of December 31, 2023, the unsecured term loan weighted average interest rate was 3.33%. In November 2023, we took delivery of Icon of the Seas. To finance the delivery, we borrowed a total of $1.8 billion under the committed financing agreement, resulting in an unsecured term loan which is primarily guaranteed 100% by Finnvera plc and the remaining smaller portion guaranteed 95% by Euler Hermes. The unsecured loan amortizes semi-annually over 12 years. The majority of the loan bears interest at a fixed rate of 3.56% per annum and a portion of the loan bears interest at a floating rate equal to Term SOFR plus a margin of 1.53% - 1.58%. Based on applicable Term SOFR rates, as of December 31, 2023, the unsecured term loan weighted average interest rate was 4.76%. All of our unsecured ship financing term loans are guaranteed by the export credit agency in the respective country in which the ship is constructed. For the majority of the loans as of December 31, 2024, we pay to the applicable export credit agency, depending on the financing agreement, an upfront fee of 2.35% to 5.48% of the maximum loan amount in consideration for these guarantees. We amortize the fees that are paid upfront over the life of the loan. We classify these fees within Amortization of debt issuance costs, discounts and premiums in our consolidated statements of cash flows. Prior to the loan being drawn, we present these fees within Other assets in our consolidated balance sheets. Once the loan is drawn, such fees are classified as a discount to the related loan, or contra-liability account, within Current portion of long-term debt or long-term debt. Debt covenants Our revolving credit facilities, the majority of our term loans, and certain of our credit card processing agreements, contain covenants that require us, among other things, to maintain a fixed charge coverage ratio, limit our net debt-to-capital ratio, and to maintain minimum liquidity. In July 2024, we amended all of our export credit facilities to eliminate the contractual requirement for us to maintain a minimum level of stockholders' equity. As of December 31, 2024, we were in compliance with our debt covenants and we estimate we will be in compliance for the next twelve months. Annual maturities The following is a schedule of annual maturities on our total debt including finance leases, as of December 31, 2024 for each of the next five years (in millions):
Year | As of December 31, 2024 (1)
2025 | $ | 1,604 |
2026 | 2,927 |
2027 | 2,587 |
2028 | 3,413 |
2029 | 998 |
Thereafter | 9,075 |
| $ | 20,604 |
(1) Debt denominated in other currencies is calculated based on the applicable exchange rate at December 31, 2024.

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