Royal Caribbean Cruises (RCL) 10-K risk factor changes: FY2020 vs FY2019

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

[removed: The] [added: In addition to health and safety concerns,] demand for cruises is affected by international, [removed: national] [added: national,] and local economic conditions.

Weak or uncertain economic conditions [added: may] impact consumer confidence and pose a risk as vacationers [removed: may] postpone or reduce discretionary spending.

This, in turn, may result in cruise booking slowdowns, decreased cruise prices and lower onboard [removed: revenues.][added: revenues, even after the COVID-19 pandemic has ended and/or related health and safety concerns are reduced.]

Any significant deterioration of international, [removed: national] [added: national,] or local economic conditions, including those resulting from geopolitical events and/or international [removed: disputes,] [added: disputes and the current economic and employment impact of the COVID-19 pandemic in countries where many of our customers reside] could result in a prolonged period of booking slowdowns, depressed cruise prices and/or reduced onboard [removed: revenues.][added: revenues, even after the COVID-19 pandemic has ended and/or related health and safety concerns are reduced.]

Our operating costs could increase due to market forces and economic or [removed: geo-political] [added: geopolitical] factors beyond our control.

Our operating costs, including fuel, food, payroll and benefits, airfare, taxes, [removed: insurance] [added: insurance,] and security costs, are all subject to increases due to market forces and economic or [removed: geo-political] [added: geopolitical] conditions or other factors beyond our [removed: control.][added: control, including as a]

Increases in these operating costs could adversely affect our [removed: profitability.][added: future profitability when an economic recovery begins.]

The value of our earnings in foreign currencies is adversely impacted by a strong [removed: United States] [added: U.S.] dollar.

In addition, any significant increase in fuel prices could materially and adversely affect our business as fuel prices not only impact our fuel costs, but also some of our other expenses, such as crew travel, [removed: freight] [added: freight,] and commodity prices.

Mandatory fuel restrictions, [removed: such as the International Maritime Organization's 2020 Low Sulphur Regulation ("IMO 2020"),] may also create uncertainty related to the price and availability of certain fuel types potentially impacting operating costs and the value of our related hedging instruments.

[removed: Operating internationally] [added: 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 or regulations, imposition of trade barriers and restrictions on repatriation of earnings.

Our future growth strategies increasingly depend on the growth and sustained profitability of [removed: certain] international [removed: markets, such as China.][added: markets.]

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 [removed: costs] [added: costs,] which in turn could negatively affect our results of operations and cash flows.

As a global operator, our business [added: also] may be [removed: also] impacted by changes in U.S. policy or priorities in areas such as trade, immigration [added: (including any continuation of any of the immigration policies put in place by the U.S. government in response to the COVID-19 pandemic)] and/or environmental or labor regulations, among others.

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

Changes in U.S. [added: or other countries’] foreign travel policy may affect our results of operations.

Changes in U.S. foreign policy could result in the imposition of travel restrictions or travel bans on U.S. persons to certain countries or result in the imposition of U.S. [added: travel advisories, warnings,] rules, regulations or legislation that could expose us to penalties or claims of monetary damages.

[removed: This, in turn, could decrease] our revenue, increase our operating costs and otherwise impair our profitability.

[added: This allowed certain individuals] whose property was confiscated by the Cuban government to sue in U.S. courts anyone who [removed: "traffics"] [added: “traffics”] in the property in question.

In addition, changes in the availability [removed: of] [added: and/or regulations governing] commercial airline [removed: services] [added: services, including those resulting from the COVID-19 pandemic, have adversely affected and] could [added: continue to] 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.

Incidents involving cruise ships, and, in particular the safety, health and security of guests and crew and the media coverage [removed: thereof] [added: thereof, including those related to the COVID-19 pandemic,] have impacted and could [removed: in the future] [added: continue to] impact demand for our cruises and pricing in the industry.

Our reputation and our business could also be damaged by [added: continued or additional] negative publicity regarding the cruise industry in general, including publicity regarding the spread of contagious [removed: disease,] [added: disease such as COVID-19,] over-tourism in key ports and destinations and the potentially adverse environmental impacts of cruising.

Natural disasters (e.g. [removed: earthquakes),] [added: earthquakes, volcanos, wild fires),] 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.

As of December 31, [removed: 2019,] [added: 2020,] a total of [removed: 67] [added: 105] new ships with approximately [removed: 159,000] [added: 217,600] berths [removed: are] [added: were] on order for delivery through [removed: 2024] [added: 2027] in the cruise [removed: industry.][added: industry, including 15 ships currently scheduled to be delivered to us.]

Unavailability of ports of call may adversely affect our results of [removed: operations.][added: operations.]

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 and local governmental [removed: regulations.][added: regulations; and in light of the COVID-19 pandemic, port availability could also be subject to immediate change depending on local and/or onboard disease outbreaks or other government restrictions as well as limited availability when sailing resumes.]

In addition, [added: higher] fuel costs may adversely impact the destinations [added: we choose to call upon] on certain of our [removed: itineraries.][added: itineraries as they become too costly to include.]

[removed: Similar existing and potential] [added: Potential] restrictions in ports and destinations such as [removed: Venice and] [added: Venice,] Barcelona [added: or Key West,] could limit the itinerary and destination options we can offer our passengers going forward.

We rely on shipyards, their subcontractors and our suppliers to effectively construct our new ships and to repair, [removed: maintain] [added: maintain,] and upgrade our existing ships on a timely basis and in a cost effective [removed: manner.][added: manner; and there are a limited number of shipyards with the capability and capacity to build, repair, maintain and/or upgrade our ships.]

Building, repairing, maintaining and/or upgrading a ship is [removed: also] sophisticated work that involves significant risks.

Shipyards, their [removed: subcontractors] [added: subcontractors,] and/or our suppliers may encounter financial, technical or design problems when doing these jobs.

In addition, delays, mechanical faults and/or unforeseen [removed: incidents, such as the collapse of the drydock structure at the Grand Bahama Shipyard involving *Oasis of the Seas,*] [added: incidents] may result in cancellation of [removed: cruises] [added: cruises,] or, in more severe situations, [added: delays of] new ship orders, or necessitate unscheduled [removed: drydocks and repairs of ships.][added: drydocks.]

[removed: These] [added: Such] events [removed: and any related adverse publicity] could result in lost revenue, increased operating expenses, or both, and thus adversely affect our results of operations.

We may lose business to competitors throughout the vacation [removed: market.][added: market.]

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, [removed: could] [added: including the COVID-19 pandemic,] negatively [removed: affect] [added: affects] our operating cash [removed: flows.][added: flows and currently, we have no cash flows from operations.]

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 [removed: vibrancy] [added: strength] of the financial markets, our [added: recovery and] financial performance, the [added: 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 [removed: us.][added: us or could cause the conditions to the availability of such funding not to be satisfied.]

If any of the foregoing occurs [added: for a prolonged period of time] it [removed: may] [added: will] have a [added: long-term] negative impact on our cash [removed: flows, including] [added: flows and] our ability to meet our [removed: obligations, our results of operations and our financial condition.][added: obligations cannot be guaranteed.]

[removed: Our] [added: In addition, our] ability to maintain our credit facilities may also be impacted by changes in our ownership base.

COVID-19 and Financial Risks

The COVID-19 pandemic has had, and will continue to have, a material adverse impact on our business and results of operations.

The global spread of COVID-19 and the unprecedented responses by governments and other authorities to control and contain the disease, has caused significant disruptions, created new risks, and exacerbated existing risks to our business.

We have been, and will continue to be, negatively impacted by the COVID-19 pandemic, including impacts that resulted from actions taken in response to the outbreak.

Examples of these include, but are not limited to: travel bans and cruising advisories and the resulting temporary suspension of our Global Brands' operations, which is expected to continue through at least April 30, 2021, for most of our cruise operations; restrictions on the movement and gathering of people; social distancing measures; shelter-in-place/stay-at-home orders; and disruptions to businesses in our supply chain.

In addition to the imposed restrictions affecting our business, the extent, duration, and magnitude of the COVID-19 pandemic’s effect on the economy and consumer demand for cruising and travel is still rapidly fluctuating and difficult to predict.

As such, these impacts may persist for an extended period of time or even become more pronounced, even after we are permitted to and/or begin to resume operations.

The COVID-19 pandemic also has elevated risks affecting significant parts of our business:

- Operations: Due to the global public health circumstances, we have decided to extend the suspension of sailings of our Global Brands' fleet through at least April 30, 2021, for most of our cruise operations.

It is uncertain as to whether we will need to suspend additional sailings and to what extent, and upon the conclusion of such suspensions, we expect a gradual return to normal sailings.

The suspension of sailings and the expected reduction in demand for future cruising once we resume sailing has led to a significant decline in our revenues and cash inflows, which has required us to take cost and capital expenditure containment actions.

Consequently, we have reduced and furloughed our workforce, with approximately 23% of our U.S. shoreside employee base being impacted and, except for the minimum safe manning shipboard crew required to operate the ships during the suspension of operations, our shipboard crew were notified that their contracts would end early and they would be notified about new assignments when operations resume in the future.

As a result of these actions, we may be challenged in rebuilding our workforce which could further delay our return to service.

In addition, we have reduced our planned capital spending through 2021, which may negatively impact our execution of planned growth strategies, particularly as it relates to investments in our ships, technology, and our expansion of land-based developments.

Furthermore, we have taken actions to monitor and mitigate changes in our supply chain, and port destination availability, which may strain relationships with our vendors and port partners.

On September 21, 2020, the HSP submitted its report on recommendations to the CDC, which includes more than 70 detailed recommendations to protect the public health and safety of guests, crew and the communities where cruise ships call.

On October 30, 2020, the CDC issued the Conditional Order, which replaced the “no sail” order that expired on October 31, 2020.

While the Conditional Order represents an important step in our return to service, many uncertainties remain as to the specifics and timing of implementation, administration and costs of the requirements of the Conditional Order, some of which may be significant.

Further, the Conditional Order contemplates that the CDC may issue additional requirements through technical instructions or orders as needed and that the phases required to resume operations will be further determined based on public health considerations, including the trajectory of the pandemic and the ability of the Company and other cruise ship operators to successfully employ measures that mitigate the risk of COVID-19.

In addition, the Conditional Order contains requirements that could negatively impact our results of operations, such as: laboratory testing of crew members and guests; simulated voyages; and the certification process, including implementing the required testing protocols, the prohibition on itineraries longer than seven days, and the demonstration at each port where a ship intends to dock of approval with U.S. port and local health authorities, which requires medical care agreements addressing evacuation to onshore hospitals, housing agreements with onshore facilities for isolation and quarantine of COVID-19 cases, and port agreements to limit the number of cruise ships at any single port.

Our ability to meet the requirements under the Conditional Order will determine the timing and implementation of our plans to return to service which we expect to be gradual.

We are currently reviewing and assessing the uncertainties relating to the Conditional Order’s requirements and are in dialogue with the CDC.

Based on our assessment of these conditions or for other reasons, we may determine

it necessary to extend our voluntary suspension of our Global Brands’ cruise sailings which currently extends through at least April 30, 2021, for most of our cruise operations.

It is difficult to predict our ability to meet the requirements of the Conditional Order and the costs associated with compliance, some of which could be significant.

If we are unable to satisfy the requirements of the Conditional Order our operations may be negatively impacted and we could be exposed to reputational and legal risks.

Due to the unprecedented and uncertain nature of the COVID-19 pandemic and CDC or Department of State guidance, it is difficult to predict the impact of further disruptions and their magnitude.

The impact of further disruptions may depend on how they coincide with the timing of when we seek to resume sailing.

In addition, we have never previously experienced a complete cessation of our cruising operations, and as a consequence, our ability to predict the impact of such a cessation on our brands and future prospects is limited and such impact is uncertain.

- Results of Operations: Our suspensions of sailings have materially impacted the results of our operations.

We have incurred and will continue to incur significant costs associated with cancellations as we accommodate passengers with refunds and future cruise credits; as well as continuing to assist our crew with their return home, food, housing, and medical needs.

In addition, although cruise operations are currently suspended, we have incurred and will likely continue to incur significant overhead costs associated with layup of our fleet and enhanced COVID-19 related sanitation procedures.

As we cannot control adverse media coverage and we cannot predict exactly when we will resume sailing operations, we are experiencing and may continue to experience weak demand for cruising for an indeterminable length of time and we cannot predict when we will return to pre-outbreak demand or fare pricing or if we will return to such levels in the foreseeable future.

In turn, these negative impacts to our financial performance have resulted and may continue to result in impairments of our long-lived and intangible assets, which has influenced our decision making relating to early disposal, sale or retirement of assets.

For the twelve months ended December 31, 2020, we incurred impairment charges and credit losses of $1.6 billion related to the impairment of goodwill and trademarks and trade names attributable to our Silversea Cruises reporting unit, and long-lived assets as well as credit losses on mostly receivables related to our sale of property and equipment.

Following the resumption of operations, our Global Brands and our Partner Brands may be subject to the continued impact of the COVID-19 pandemic.

Our Partner Brands, TUI Cruises and Hapag-Lloyd Cruises, resumed limited cruise operations outside of the U.S. in July 2020 with cruises of short durations, with reduced occupancies and with limited or no ports of call.

Additionally, any future profitability will be impacted by increased debt service costs as a result of our liquidity actions.

- Liquidity: The suspension of our sailings and the reduction in demand for future cruising has adversely impacted our liquidity as we have experienced a significant increase in refunds of customer deposits while cash inflows from new or existing bookings on future sailings has reduced sharply.

As a result, we have taken actions to increase our liquidity through a combination of capital and operating expense reductions and financing activities.

Furthermore, regulatory changes, such as the announcement of the United Kingdom’s Financial Conduct Authority to phase out LIBOR by the end of 2021, may adversely affect our portfolio of floating-rate debt and interest rate derivatives.

If LIBOR ceases to exist, we may need to renegotiate any credit agreements or interest rate derivatives agreements extending beyond 2021 that utilize LIBOR as a factor in determining the interest rate or hedge rate, which could adversely impact our cost of debt.

See “Item 7.

*Management’s Discussion and Analysis of Financial Condition and Results of Operations*” and “Item 7A.

*Quantitative and Qualitative Disclosures About Market Risk*” for more information.

[Table of C](#i7106eeeef4144183a197870618be0282_7)[ontents](#i7106eeeef4144183a197870618be0282_7)

We operate our business globally.

Some factors that will be critical to our success in developing these markets may be different than those affecting our more-established North American and European markets.

In the Chinese market, in particular, our future success depends on our ability to continue to raise awareness of our products, evolve the available distribution channels and adapt our offerings to best suit the Chinese consumer.

China’s economy differs from the economies of other developed countries in many respects and, as the legal and regulatory system in China continues to evolve, there may be greater uncertainty as to the interpretation and enforcement of applicable laws and regulations.

We have operations in and source passengers from the United Kingdom and the European Union.

On January 31, 2020, the United Kingdom withdrew from the European Union and immediately entered an 11-month transition period.

Uncertainty during the transition period could lead to adverse effects on the economy of the United Kingdom, including the value of the British Pound, and the other economies in which we operate, making it more difficult to source passengers from these regions.

Additionally, if the withdrawal is not executed effectively, it could adversely affect tax, legal and regulatory regimes to which our business in the region is subject.

The withdrawal could also, among other potential outcomes, disrupt the free movement of goods, services and people between the United Kingdom and the European Union, if not executed effectively.

This allowed certain individuals

If any such incident or news cycle occurs during a time of high seasonal demand, the effect could disproportionately impact our results of operations for the year.

The recent coronavirus outbreak is currently having these impacts on our operations and, given its fluid and developing nature, has made it extremely difficult for us to forecast the impact it could have on our future operations.

For instance, the resulting measures taken by China and other countries to contain the disease, including travel restrictions, have resulted in the cancellation or itinerary modification of an increasing number of our cruises in Southeast Asia.

In addition, our imposition of measures to protect our guests and crew, including denying boarding to those that have traveled from, to or through mainland China or Hong Kong, has caused us to cancel cruise bookings or restrict certain guests from booking our cruises.

All of these issues are having and are likely to continue to have a material impact on our bookings, operations and our overall financial performance.

For example, effective 2020, the local government of Dubrovnik, Croatia will cap the number of cruise ships that can dock each day to two and the number of corresponding passengers.

There are a limited number of shipyards with the capability and capacity to build, repair, maintain and/or upgrade our ships.

Increased demand for available new construction slots and/or continued consolidation in the cruise shipyard industry could impact our ability to: (1) construct new ships, when and as planned, (2) cause us to continue to commit to new ship orders earlier than we have historically done so and/or (3) result in stronger bargaining power on the part of the shipyards and the export credit agencies providing financing for the project.

Current market conditions characterized by limited shipyard capacity, high demand for shipyard and sub-contractor resources and the growing application of advanced technologies to newbuilds (e.g. LNG) could cause delays in ship deliveries and

scheduled drydocks across the industry.

Our inability to timely and cost-effectively procure new capacity and the potential delay in ship deliveries and/or scheduled drydocks or modernizations could have a significant negative impact on our future business plans and results of operations.

See “-*Adverse worldwide economic or other conditions…*” and “-*Incidents or adverse publicity concerning our ships and/or passengers or the cruise vacation industry…”* for more information.

Although we believe we can access sufficient liquidity to fund our operations, investments and obligations as expected, there can be no assurances to that effect.

Our liquidity could be adversely impacted if we are unable to satisfy the covenants required by our credit facilities.

Our debt agreements contain covenants, including covenants restricting our and their ability to take certain actions and financial covenants.

Failure to comply with the terms of these debt facilities could result in an event of default.

Generally, if an event of default under any debt agreement occurs, then pursuant to cross default acceleration clauses, our outstanding debt and derivative contract payables could become due and/or terminated.

In addition, in such events, our credit card processors could hold back payments to create a reserve.

We cannot provide assurances that we would have sufficient liquidity to repay, or the ability to refinance the debt if such amounts were accelerated upon an event of default.

Investments in older tonnage, in particular, run the risk of not meeting expected returns and diluting related asset values.

conditions that impact discretionary income of consumers.

affected by unforeseen events and/or circumstances, which may result in an impairment charge.

We are subject to federal, state and international laws (including the European Union

vacation industry.

All statements other than statements of historical fact, including statements regarding [removed: guidance (including] our expectations for the first quarter and full year of [removed: 2020, our earnings and yield estimates for 2020 set forth under the heading "Outlook" below and our goals for our  program),] [added: 2021,] business and industry prospects or future results of operations or financial position, made in this Annual Report on Form 10-K are forward-looking.

- a discussion of our results of operations for the year ended December 31, [removed: 2019 compared to the same period in 2018 and the year ended December 31, 2018] [added: 2020] compared to the same period in [removed: 2017;][added: 2019;]

(Refer to Note [removed: 1.][added: 1*.]

[removed: *General*] [added: General*] and Note [removed: 2.][added: 2*.]

[removed: *Summary] [added: Summary] of Significant Accounting Policies* to our consolidated financial statements under Item 8.

*Financial Statements and Supplementary [removed: Data*).][added: Data* for further information.]

[removed: The estimated cost and accumulated depreciation of replaced or refurbished ship components are written] off and any resulting losses are recognized within *Cruise operating expenses* in our Consolidated Statements of Comprehensive Income (Loss).

For further information regarding this change in accounting estimate, refer to Note [removed: 2.][added: 2*.]

The significant deferred drydock costs consist of hauling and wharfage services provided by the drydock facility, hull inspection and related activities (e.g., scraping, pressure cleaning, bottom painting), maintenance to steering propulsion, thruster equipment and ballast [added: tanks, port services such as tugs, pilotage and line handling, and freight associated with these items.]

If we had reduced our estimated average ship useful life by one year, depreciation expense for [removed: 2019] [added: 2020] would have increased by approximately [removed: $129.3] [added: $157.3] million.

If our ships were estimated to have no residual value, depreciation expense for [removed: 2019] [added: 2020] would have increased by approximately [removed: $325.1] [added: $345.3] million.

Refer to Note [removed: 3.][added: 11*.]

[removed: *Business Combination*] [added: General*] to our consolidated financial statements under Item [removed: 8.][added: 1.]

Our purchase price measurement period for the Silversea Cruises [added: 2018] acquisition was closed during 2019.

The impairment review for goodwill consists of a qualitative assessment of whether it is [removed: more-likely-than-not] [added: more-likely than-not] that a reporting unit's fair value is less than its carrying [removed: amount,] [added: value,] and if necessary, a [removed: two-step] goodwill impairment test.

We [added: typically] estimate the fair value of our reporting units using a probability-weighted discounted cash flow [removed: model.][added: model, which may also include a combination of a market-based valuation approach.]

To that base, we add future years' cash flows [removed: assuming] [added: based on] multiple revenue and expense scenarios [removed: that reflect] [added: reflecting] the impact of [removed: different global economic environments] [added: various return to service management assumptions] beyond the base year on the reporting unit.

If the fair value of the reporting unit exceeds its carrying value, no [removed: further analysis or] write-down of goodwill is required.

The quantitative assessment consists of a comparison of the fair value of the asset with its carrying [removed: amount.][added: value.]

We estimate the fair value of these assets using a discounted cash flow model and various valuation methods depending on the nature of the intangible asset, such as the relief-from-royalty [removed: method] [added: method,] for trademarks and trade names.

If the carrying [removed: amount] [added: value] exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.

If the fair value exceeds its carrying [removed: amount,] [added: value,] the indefinite-life intangible asset is not considered impaired.

We review our ships and other long-lived assets for impairment whenever events or changes in circumstances indicate, based on estimated undiscounted future cash flows, that the carrying [removed: amount] [added: value] of these assets may not be fully recoverable.

The lowest level for which we maintain identifiable cash flows that are independent of the cash flows of other assets and liabilities is at the ship level for our [removed: ships and, prior to the sale of the aircraft, at the aggregated asset group level for our aircraft.][added: ships.]

Royal Caribbean [removed: International][added: International Reporting Unit]

During the fourth quarter of [removed: 2019,] [added: 2020,] we performed [removed: a qualitative assessment] [added: our annual impairment review] of [removed: the] [added: goodwill for] Royal Caribbean [removed: International] [added: International's] reporting unit.

[added: As of] December 31, [removed: 2019,] [added: 2020,] the carrying [removed: amount] [added: value] of goodwill attributable to our Royal Caribbean reporting unit was [removed: $299.2] [added: $296.6] million.

Silversea [removed: Cruises][added: Cruises Reporting Unit]

*Financial Statements and Supplemental Data* for further information on the [removed: Silversea Cruises acquisition.][added: following underlying financing transactions:]

As of December 31, [removed: 2019,] [added: 2020,] the carrying [removed: amount] [added: value] of goodwill attributable to our Silversea Cruises reporting unit was [removed: $1.1 billion.][added: $508.6 million.]

During the fourth quarter of [removed: 2019,] [added: 2020,] we performed [removed: a qualitative assessment] [added: our annual impairment review] of [removed: the] Silversea [removed: Cruises] [added: Cruises'] trade name.

As of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the carrying [removed: amount] [added: value] of indefinite-life intangible assets was [removed: $352.3] [added: $321.5] million and [removed: $351.7] [added: $352.3] million, respectively, which primarily relates to the Silversea Cruises trade [removed: name acquired in the Silversea Cruises acquisition.][added: name.]

Refer to Note [removed: 2.][added: 7*.]

[removed: *Summary] [added: Summary] of Significant Accounting Policies* and Note [removed: 18.][added: 19*.]

[removed: *Fair Value Measurements] [added: Property] and [removed: Derivative Instruments*] [added: Equipment*] to our consolidated financial statements under Item 8.

*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 our [removed: bareboat charter, procurement and management related services we perform on behalf of our unconsolidated affiliates.]

[removed: *Cruise Operating Expenses*][added: | Cruise operating expenses: | | | | | | | | | | | | | | | | | |]

*Adjusted [added: (Loss)] Earnings per Share ("Adjusted EPS")* represents Adjusted Net [added: (Loss)] Income attributable to Royal Caribbean Cruises Ltd. divided by weighted average shares outstanding or by diluted weighted average shares outstanding, as applicable.

*Adjusted Net [added: (Loss)] Income* represents net [added: (loss)] income less net income attributable to noncontrolling interest 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) [removed: costs, net] [added: asset impairment and credit losses recorded in 2020 as a result] of [removed: insurance recoveries, related to] the [removed: Grand Bahama drydock structure incident involving *Oasis] [added: impact] of [removed: the Seas*;] [added: COVID-19;] (ii) [removed: our] equity [removed: share] [added: investment impairment charges recorded in the first quarter] of [added: 2020 as a result of] the [removed: write-off] [added: impact] of [added: COVID-19; (iii) currency translation losses recognized in connection with] the [removed: Grand Bahama drydock] [added: ships that were previously chartered to Pullmantur; (iv) the estimated cash refund expected to be paid to Pullmantur guests] and other [removed: incidental] expenses [removed: by Grand Bahama; (iii)] [added: incurred as part of] the [added: Pullmantur S.A. reorganization; (v) restructuring charges incurred in relation to the reduction in our U.S. workforce and other initiatives expenses in 2020 and the reorganization of our international sales and marketing structure primarily in 2019; (vi) the amortization of non-cash debt discount on our convertible notes; (vii) loss on the extinguishment of debt; (viii) the amortization of the Silversea Cruises intangible assets resulting from the 2018 acquisition; (ix) the] noncontrolling interest adjustment to exclude the impact of the contractual accretion requirements associated with the put option held by Heritage Cruise Holding [removed: Ltd.'s (previously known as Silversea Cruises Group Ltd.)] [added: Ltd. ("Heritage"), prior to the July 2020] noncontrolling [removed: interest; (iv)] [added: interest purchase; (x)] the change in fair value in the [removed: contingent consideration related to the] Silversea Cruises [removed: acquisition; (v) a loss on the early extinguishment of debt] [added: contingent consideration; (xi) net insurance recoveries or costs] related to the [removed: repayment of certain loans; (vi) the amortization] [added: collapse] of the [removed: Silversea Cruises intangible assets resulting from] [added: drydock structure at] the [removed: acquisition; (vii) integration costs related to] [added: Grand Bahama Shipyard involving *Oasis of] the [removed: Silversea Cruises acquisition; (viii)] [added: Seas;* (xii)] transaction costs related to the [added: 2018] Silversea Cruises acquisition; [removed: (ix) restructuring charges incurred in relation to the reorganization of our international sales and marketing structure and other initiatives; (x)] [added: (xiii)] the impairment loss and other costs related to the exit of our tour operations business; [removed: (xi)] [added: (xiv)] the impairment loss related to Skysea Holding; and [removed: (xii)] [added: (xv)] the impact of the change in accounting principle related to the recognition of stock-based compensation expense from the graded attribution method to the straight-line attribution method for time-based stock awards.

- a discussion of our business outlook, and

A discussion of our results of operations for the year ended December 31, 2019 compared to the year ended December 31, 2018 is included in Part II.

*Management's Discussion and Analysis of Financial Condition and Results of Operations* of our [Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 25, 2020](http://www.sec.gov/ix?doc=/Archives/edgar/data/884887/000088488720000009/rcl-20191231.htm), as updated by our Current Report on Form 8-K dated May 13, 2020, and is incorporated by reference into this Form 10-K.

*Liquidity and COVID-19*

The effects of COVID-19 have had and continue to have a material negative impact on our operations, financial results and liquidity.

The full extent of the impact will be determined by the length of time COVID-19 influences our industry and our eventual gradual return to service.

Given the ongoing effects of COVID-19 on our operations and global bookings, we have identified the estimation of our future liquidity requirements as a critical accounting policy.

The estimation of our future liquidity requirements includes numerous assumptions that are subject to various risks and uncertainties.

The principal assumptions used to estimate our future liquidity requirements during our out-of-service period consist of:

- Expected date of return to operations;

- Expected gradual resumption of cruise operations;

- Expected lower than comparable historical occupancy levels during the resumption of cruise operations; and

- Expected incremental expenses for the resumption of cruise operations, for the maintenance of additional public health protocols and procedures for additional regulations.

The assumptions used to estimate our liquidity requirements are frequently and continuously evaluated because of the unprecedented non-operational environment we are experiencing due to COVID-19.

In addition, the magnitude, duration and speed of the global pandemic continues to be uncertain.

As a result, we have made reasonable estimates and judgments of the impact of COVID-19 on our liquidity within our financial statements and there may be changes to those estimates in future periods.

We have taken and will continue to take actions to improve our liquidity, including:

- Reduction of capital expenditures;

- Reduction of operating expenses (including furloughing staff and laying up vessels);

- Amending credit agreements to defer payments and covenant requirements, as well as extend maturity dates;

- Raising capital through debt and stock issuances; and

- Suspending dividend payments.

The estimated cost and accumulated depreciation of replaced or refurbished ship components are written

Summary of Significant Accounting Policies* to our consolidated financial statements under Item 8.

We have evaluated our estimated ship useful lives and projected residual values in light of our current environment and determined that there are no changes to these estimates based on our return to service expectations.

On July 9, 2020, we acquired the remaining 33.3% interest in Silversea Cruises that we did not already own (the "noncontrolling interest") from Heritage.

As a result of the acquisition of the noncontrolling interest, Silversea Cruises is now a wholly owned cruise brand.

As consideration for the noncontrolling interest, we issued to Heritage 5.2 million shares of common stock, par value $0.01 per share, of Royal Caribbean Cruises Ltd. Pursuant to the agreement governing the acquisition, among other things, the parties terminated any existing obligation to issue Heritage any contingent consideration, at fair value, in connection with our acquisition of a 66.7% interest in Silversea Cruises on July 31, 2018.

The share purchase did not result in a change of control.

The purchase was accounted for as an equity transaction and no gain or loss was recognized in earnings.

*Financial*

*Statements and Supplementary Data* for further information regarding our acquisition of Silversea Cruises' noncontrolling interest.

The goodwill impairment analysis consists of a comparison of the fair value of the reporting unit with its carrying value.

The principal assumptions used in the discounted cash flow model for our 2020 impairment assessments were:

- The timing of our return to service, changes in market conditions and port or other restrictions;

- Forecasted net revenues, primarily the timing of returning to normalized operations, occupancy rates from existing and expected ship deliveries, including options, and terminal growth rate; and

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

As amended by ASU No. 2017-04, *Intangibles - Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment*, if the fair value of the reporting unit is less than the carrying value of its net assets, an impairment is recognized based on the amount by which the carrying value of a reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to such reporting unit.

The principal assumptions used in the discounted cash flow model for our 2020 impairment assessments were:

- Forecasted net revenues, primarily the timing of returning to normalized operations, occupancy rates from existing and expected ship deliveries, including options, and terminal growth rate;

- a discussion of our business outlook, including our expectations for selected financial items for the first quarter and full year of 2020; and

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tanks, port services such as tugs, pilotage and line handling, and freight associated with these items.

We continue to collect information and reevaluate these estimates and assumptions quarterly.

We will record any adjustments to our preliminary estimates to goodwill, provided that we are within the one-year measurement period.

If the qualitative assessment demonstrates

that it is more-likely-than-not that the estimated fair value of the reporting unit exceeds its carrying value, it is not necessary to perform the two-step goodwill impairment test.

We may elect to bypass the qualitative assessment and proceed directly to step one, for any reporting unit, in any period.

On a periodic basis, we elect to bypass the qualitative assessment and proceed to step one to corroborate the results of recent years' qualitative assessments.

We can resume the qualitative assessment for any reporting unit in any subsequent period.

When performing the two-step goodwill impairment test, the fair value of the reporting unit is determined and compared to the carrying value of the net assets allocated to the reporting unit.

The principal assumptions we use in the discounted cash flow model are projected operating results, weighted-average cost of capital, and terminal value.

If the fair value of the reporting unit is less than the carrying value of its net assets, the implied fair value of the reporting unit is allocated to all its underlying assets and liabilities, including both recognized and unrecognized tangible and intangible assets, based on their fair value.

If necessary, goodwill is then written down to its implied fair value.

Based on our qualitative assessment, we concluded that it was more-likely-than-not that the estimated fair value of the Royal Caribbean International reporting unit exceeded its carrying value and thus, we did not proceed to the two-step goodwill impairment test.

No indicators of impairment exist primarily because the reporting unit's fair value has consistently exceeded its carrying value by a significant margin and forecasts of operating results expected to be generated by the reporting unit appear sufficient to support its carrying value.

As of

The goodwill for the Silversea Cruises reporting unit was recorded at fair value at July 31, 2018, the acquisition date.

During the fourth quarter of 2019, we performed a qualitative assessment of the Silversea Cruises reporting unit.

Based on our qualitative assessment, we concluded that it was more-likely-than-not that the estimated fair value of the Silversea Cruises reporting unit exceeded its carrying value and thus, we did not proceed to the two-step goodwill impairment test.

No indicators of impairment exist primarily because forecasts of operating results expected to be generated by the reporting unit appear sufficient to support its carrying value.

The indefinite-life intangible asset related to the Silversea Cruises trade name acquired in the Silversea Cruises acquisition was recorded at fair value at July 31, 2018, the acquisition date.

As a result of the assessment performed no impairment charge was recorded related to trade name intangible assets for the year ended December 31, 2019.

*Revenues*

 *Program* refers to the multi-year program designed to communicate and motivate employees to work towards company specific goals.

The program includes five goals by 2025: delivering $20.00 adjusted earnings per share; further reducing the company’s carbon footprint by 25% against a 2019 base; delivering strong returns on invested capital; and continuing to improve on record guest satisfaction and employee engagement metrics.

These goals have been put in place to focus our leadership on achieving outsized improvements in our performance going forward and are purposely aspirational.

The strategies that we will employ to achieve the goals of the program are consistent with our ongoing operating strategies as listed in the *Operating Strategies* section.

During the six-year time horizon of this program, there are many factors that will impact our ability to achieve these ambitious goals.

In particular, our goal of reducing our carbon footprint by 25% will be challenging and will depend on our ability to take aggressive steps including the use of new technologies that have not yet been developed or proven.

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

For the periods presented, Gross Cruise Costs exclude (i) restructuring charges incurred

in relation to the reorganization of our international sales and marketing structure and other initiatives; (ii) transaction costs related to the Silversea Cruises acquisition; (iii) integration costs related to the Silversea Cruises acquisition; (iv) the impairment loss and other costs related to the exit of our tour operations business; and (v) the impact of the change in accounting principle related to the recognition of stock-based compensation expense from the graded attribution method to the straight-line attribution method for time-based stock awards, which were included within *Marketing, selling and administrative expenses*.

*Gross Yields* represent total revenues per APCD.

*Net Cruise Costs* and *Net Cruise Costs Excluding Fuel* 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 historical Gross Cruise Costs to Net Cruise Costs and Net Cruise Costs Excluding Fuel is provided below under *Results of Operations.* Net Cruise Costs and Net Cruise Costs Excluding Fuel exclude the costs, net of insurance recoveries, related to the Grand Bahama drydock structure incident involving *Oasis of the Seas*.

*Net Revenues* represent total revenues less commissions, transportation and other expenses and onboard and other expenses (each of which is described above under the *Description of Certain Line Items* heading).

*Net Yields* represent Net Revenues per APCD.

We utilize Net Revenues 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.

[removed: (Refer] [added: Refer] to Note [removed: 18.][added: 18*.]

[removed: *Fair] [added: Fair] Value [removed: Measurements* *and] [added: Measurements and] Derivative Instruments* to our consolidated financial statements under Item 8.

*Financial Statements and Supplementary [removed: Data.*)][added: Data.*]

At December 31, [removed: 2019,] [added: 2020,] approximately [removed: 62.1%] [added: 64.5%] of our long-term debt was effectively fixed as compared to [removed: 59.1%] [added: 62.1%] as of December 31, [removed: 2018.][added: 2019.]

At December 31, [removed: 2019 and 2018,] [added: 2020,] we maintained interest rate swap agreements on the following fixed-rate debt instruments:

| Debt Instrument | | | Swap Notional as of December 31, [removed: 2019] [added: 2020] (In thousands) | | | Maturity | | | Debt Fixed Rate | | | Swap Floating Rate: LIBOR plus | | | All-in Swap Floating Rate as of December 31, [removed: 2019] [added: 2020] | | |

| *Oasis of the Seas* term loan | | | $ | [removed: 70,000] [added: 35,000] | | October 2021 | | | 5.41% | | | 3.87% | | | [removed: 5.8%] [added: 4.12%] | | |

| Unsecured senior notes | | | 650,000 | | | November 2022 | | | 5.25% | | | 3.63% | | | [removed: 5.54%] [added: 3.85%] | | |

The estimated fair value of our long-term fixed-rate debt at December 31, [removed: 2019] [added: 2020] was [removed: $5.6] [added: $12.9] billion, using quoted market prices, where available, or using the present value of expected future cash flows which incorporates risk profile.

The fair value of our [removed: fixed to] floating [added: to fixed] interest rate swap agreements was estimated to be a liability of [removed: $1.6] [added: $154.5] million as of December 31, [removed: 2019,] [added: 2020] based on the present value of expected future cash flows.

A hypothetical one percentage point decrease in interest rates at December 31, [removed: 2019] [added: 2020] would increase the fair value of our hedged and unhedged long-term fixed-rate debt by approximately [removed: $266.2] [added: $67.2] million and would increase the fair value of our fixed to floating interest rate swap agreements by approximately [removed: $16.5] [added: $11.8] million.

A hypothetical one percentage point increase in interest rates would increase our forecasted [removed: 2020] [added: 2021] interest expense by approximately [removed: $37.4] [added: $59.4] million, assuming no change in foreign currency exchange rates.

At December 31, [removed: 2019 and 2018,] [added: 2020,] we maintained interest rate swap agreements on the following floating-rate debt instruments:

| Debt Instrument | | | Swap Notional as of December 31, [removed: 2019] [added: 2020] (In thousands) | | | Maturity | | | Debt Floating Rate | | | | | | [removed: | | |] All-in Swap Fixed Rate | | |

| *Celebrity Reflection* term loan | | | $ | [removed: 272,708] [added: 218,167] | | October 2024 | | | LIBOR plus | | | 0.40% | | | 2.85% | | | [removed: | | |]

| *Quantum of the Seas* term loan | | | [removed: 428,750] [added: 367,500] | | | October 2026 | | | LIBOR plus | | | 1.30% | | | 3.74% | | | [removed: | | |]

| *Anthem of the Seas* term loan | | | [removed: 453,125] [added: 392,708] | | | April 2027 | | | LIBOR plus | | | 1.30% | | | 3.86% | | | [removed: | | |]

| *Ovation of the Seas* term loan | | | [removed: 587,917] [added: 518,750] | | | April 2028 | | | LIBOR plus | | | 1.00% | | | 3.16% | | | [removed: | | |]

| *Harmony of the Seas* term loan (1) | | | [removed: 551,325] [added: 530,191] | | | May 2028 | | | EURIBOR plus | | | 1.15% | | | 2.26% | | | [removed: | | |]

| *Odyssey of the Seas* term [removed: loan (2)] [added: loan(2)] | | | 460,000 | | | October 2032 | | | LIBOR plus | | | 0.95% | | | 3.20% | | | [removed: | | |]

Amount presented is based on the exchange rate as of December 31, [removed: 2019.][added: 2020.]

(2) Interest rate swap agreements hedging the term loan [removed: for] [added: of] *Odyssey of the Seas* include LIBOR zero-floors matching the [removed: hedged] debt LIBOR zero-floor.

The anticipated unsecured term loan for the financing of *Odyssey of the Seas* [removed: is] [added: was initially] expected to be drawn in October 2020.

The fair value of our [removed: floating to] fixed [added: to floating] interest rate swap agreements was estimated to be [removed: a liability] [added: an asset] of [removed: $65.4] [added: $18.8] million as of December 31, [removed: 2019] [added: 2020,] based on the present value of expected future cash flows.

The estimated fair value, as of December 31, [removed: 2019,] [added: 2020,] of our Euro-denominated forward contracts associated with our ship construction contracts was a liability of [removed: $139.2] [added: $70.9] million, based on the present value of expected future cash flows.

As of December 31, [removed: 2019,] [added: 2020,] the aggregate cost of our ships on order, not including ships on order by our Partner Brands and the Silversea Cruises ships that remain contingent upon final documentation and financing, was approximately [removed: $14.8] [added: $14.2] billion, of which we had deposited [removed: $881.5] [added: $684.8] million as of such date.

Approximately [removed: 65.9%] [added: 66.3%] and [removed: 53.5%] [added: 65.9%] of the aggregate cost of the ships under construction was exposed to fluctuations in the Euro exchange rate at December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

A hypothetical 10% strengthening of the Euro as of December 31, [removed: 2019,] [added: 2020,] assuming no changes in comparative interest rates, would result in a [removed: $972.2] [added: $941.2] million increase in the United States dollar cost of the foreign currency denominated ship construction contracts exposed to fluctuations in the Euro exchange rate.

As of December 31, [removed: 2019,] [added: 2020,] we maintained foreign currency forward contracts and designated them as hedges of a portion of our net investment in TUI Cruises of [removed: €173.0] [added: €245.0] million, or approximately [removed: $194.2] [added: $299.7] million based on the exchange rate at December 31, [removed: 2019.][added: 2020.]

[removed: We] [added: As of December 31, 2019, we] had designated debt as a hedge of our net investments primarily in TUI Cruises of approximately €319.0 million, or approximately $358.1 [removed: million, through December 31, 2019.][added: million.]

[removed: As of December 31, 2018, we] [added: We] had designated debt as a hedge of our net investments primarily in TUI Cruises of approximately [removed: €280.0] [added: €215.0] million, or approximately [removed: $320.2 million.][added: $263.0 million, through December 31, 2020.]

We have included net gains of approximately [removed: $96.8] [added: $22.1] million and [removed: $86.1] [added: $96.8] million of foreign-currency transaction remeasurement and changes in the fair value of derivatives in the foreign currency translation adjustment component of *Accumulated other comprehensive loss* at December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

During [removed: 2019,] [added: 2020,] we maintained an average of approximately [removed: $689.7] [added: $364.0] million of these foreign currency forward contracts.

For the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] changes in the fair value of the foreign currency forward contracts resulted in gains (losses) of approximately [removed: $1.4] [added: $(19.0)] million, [removed: $(62.4)] [added: $1.4] million and [removed: $62.0] [added: $(62.4)] million, respectively, which offset gains (losses) arising from the remeasurement of monetary assets and liabilities denominated in foreign currencies in those same years of [removed: $0.4] [added: $(1.5)] million, [removed: $57.6] [added: $0.4] million and [removed: $(75.6)] [added: $57.6] million, respectively.

Fuel [removed: cost (net] [added: cost, net] of the financial impact of fuel swap [removed: agreements),] [added: agreements,] as a percentage of our total revenues, was approximately [removed: 6.4%] [added: 16.8%] in [removed: 2019, 7.5%] [added: 2020, 6.4%] in [removed: 2018] [added: 2019] and [removed: 7.8%] [added: 7.5%] in [removed: 2017.][added: 2018.]

As of December 31, [removed: 2019,] [added: 2020,] we had fuel swap agreements to pay fixed prices for fuel with an aggregate notional amount of approximately [removed: $810.0] [added: $535.0] million, maturing through [removed: 2023.][added: 2024.]

The fuel swap agreements [removed: represented 54%] [added: designated as hedges] of [removed: our] projected [removed: 2020] fuel [removed: requirements, 30%] [added: purchases represented 40%] of our projected 2021 fuel requirements, [removed: 19%] [added: 23%] of our projected 2022 fuel requirements and 5% of our projected 2023 fuel requirements.

The estimated fair value of [removed: these contracts] [added: our fuel swap agreements] at December 31, [removed: 2019] [added: 2020] was estimated to be a liability of [removed: $23.8] [added: $88.0] million.

We estimate that a hypothetical 10% increase in our weighted-average fuel price from that experienced during the year ended December 31, [removed: 2019] [added: 2020] would increase our forecasted [removed: 2020] [added: 2021] fuel cost by approximately [removed: $36.8] [added: $15.0] million, net of the impact of fuel swap agreements.

| | | | $ | 685,000 | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *Odyssey of the Seas* term loan (2) | | | 191,667 | | | October 2032 | | | LIBOR plus | | | 0.95% | | | 2.83% | | |

| | | | $ | 2,678,983 | | | | | | | | | | | | | |

The effective dates of the $460.0 million and $191.7 million interest rate swap agreements are October 2020 and October 2022, respectively.

However, due to the impact of COVID-19 to shipyard operations, there is a delay in the ship delivery.

The current suspension of the cruise operations due to the COVID-19 pandemic and our 2020 and expected 2021 ship disposals resulted in reductions to our forecasted fuel consumption.

As of December 31, 2020, the Company had outstanding fuel swaps of 229,850 and 14,650 metric tons maturing in 2021 and 2022, respectively, that no longer hedge forecasted fuel consumption.

| | | | $ | 720,000 | | | | | | | | | | | | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | $ | 2,753,825 | | | | | | | | | | | | | | | | |

We also own a 50% joint venture interest in [added: TUI Cruises GmbH ("TUIC"), that operates] the German [removed: brand] [added: brands] TUI Cruises and [removed: a 49% interest in the Spanish brand Pullmantur] [added: Hapag-Lloyd Cruises] (collectively, our "Partner Brands").

Together, our Global Brands and our Partner Brands operate a combined total of 61 ships in the cruise vacation industry with an aggregate capacity of approximately [removed: 141,570] [added: 137,930] berths as of December 31, [removed: 2019.][added: 2020.]

Our ships operate on a selection of worldwide itineraries that call on [removed: more than] [added: approximately] 1,000 destinations on all seven continents.

[removed: We] [added: Although the industry is currently experiencing challenges brought on by the COVID-19 pandemic, we] believe [added: that] cruising [removed: continues] [added: will continue] to be a popular vacation choice [added: in the long-term] due to its inherent value, extensive itineraries and variety of shipboard and shoreside activities.

Our Global Brands also [removed: have] [added: offer] similar itineraries as well as similar cost and revenue components.

In addition, our Global Brands [removed: source] [added: have historically sourced] passengers from similar markets around the world and [removed: operate] [added: operated] in similar economic environments with a significant degree of commercial overlap.

Royal Caribbean International’s strategy is to attract an array of vacationing guests by [removed: providing] [added: offering] a wide variety of itineraries to destinations worldwide, including Alaska, Asia, Australia, Bahamas, Bermuda, Canada, the Caribbean, Europe, the Panama Canal and New Zealand, with cruise lengths ranging from two to [removed: 19] [added: 24] nights.

[removed: Royal Caribbean International] [added: Celebrity Cruises] operates [removed: 26] [added: 14] ships with an aggregate capacity of approximately [removed: 87,150] [added: 29,220] berths, including the brand's newest [removed: ship, *Spectrum of the Seas*,] [added: ship *Celebrity Apex*,] which [removed: entered service] [added: was delivered] in [removed: April 2019.][added: the first quarter of 2020.]

Additionally, as of December 31, [removed: 2019,] [added: 2020,] we have [removed: six] [added: two] ships on order with an aggregate capacity of approximately [removed: 32,400] [added: 6,500] berths.

These ships consist [added: *Odyssey] of [removed: our fifth Quantum-class ship,] [added: the Seas*,] which is [removed: scheduled] [added: expected] to [removed: enter service] [added: be delivered] in [removed: the fourth quarter] [added: early 2021, *Wonder] of [removed: 2020, our fifth] [added: the Seas*] and [added: our] sixth Oasis-class [removed: ships,] [added: ship,] which are [removed: scheduled] [added: expected] to [removed: enter service] [added: be delivered] in the [removed: second] [added: first] quarter of [removed: 2021] [added: 2022] and the [removed: fourth] [added: second] quarter of [removed: 2023,] [added: 2024,] respectively, and the first three ships of a new generation, known as our Icon-class, which are expected to [removed: enter service] [added: be delivered] in [removed: 2022, 2024] [added: the third quarter of 2023,] and [removed: 2025,] [added: the second quarters of 2025 and 2026,] respectively.

Celebrity Cruises is positioned within the [removed: premium] [added: luxury] segment of the cruise vacation industry.

Celebrity Cruises’ strategy is to target affluent consumers by delivering a [removed: destination-rich, modern luxury] [added: destination-rich] experience on upscale ships that offer, among other things, luxurious accommodations, refined design-forward spaces, [removed: high-standard] [added: world-class] service and [removed: fine dining.][added: culinary excellence.]

Celebrity Cruises offers a range of itineraries to destinations, including Alaska, Asia, Australia, Bermuda, Canada, the Caribbean, Europe, the Galapagos Islands, Hawaii, [removed: India,] New Zealand, the Panama Canal and South America, with cruise lengths ranging from two to [removed: 19] [added: 18] nights.

Additionally, as of December 31, [removed: 2019, we have three] [added: 2020, Royal Caribbean International has six] ships on order with an aggregate capacity of approximately [removed: 9,400] [added: 32,400] berths.

These ships consist of [removed: three] [added: two] Edge-class ships, [added: including *Celebrity Beyond* and a fourth ship in the class,] which are expected to [removed: enter service] [added: be delivered] in the second quarter of [removed: 2020] [added: 2022] and [added: in] the fourth [removed: quarters] [added: quarter] of [removed: 2021 and 2022,] [added: 2023,] respectively.

[removed: Azamara] [added: Royal Caribbean International] operates [removed: three] [added: 24] ships with an aggregate capacity of approximately [removed: 2,100] [added: 84,200] berths.

[removed: On July 31, 2018, we acquired a 66.7% equity stake in] Silversea Cruise Holding Ltd. ("Silversea [removed: Cruises"),] [added: Cruises") is] an ultra-luxury and expedition cruise line.

Silversea Cruises, formed in the early [removed: 1990's,] [added: 1990s,] is positioned as [removed: a luxury] [added: an ultra-luxury] cruise line with smaller ships, high standards of accommodations, fine dining, personalized service and exotic itineraries.

Silversea Cruises delivers distinctive destination experiences by visiting unique and remote destinations, including the Galapagos Islands, Antarctica and the [removed: Arctic.][added: Arctic with cruise itineraries generally ranging from six to 24 nights.]

As of December 31, [removed: 2019,] [added: 2020,] Silversea Cruises has [removed: five] [added: three] ships on order with an aggregate capacity of approximately [removed: 2,400] [added: 1,750] berths.

Refer to Note [removed: 1.][added: 1*.]

[removed: *General*] [added: General*] and Note [removed: 8.][added: 8*.]

[removed: *Other] [added: Other] Assets* to our consolidated financial statements under Item 8.

[removed: *TUI Cruises*][added: | TUI Cruises | | | | | | | | | | | | | | | | | | | | | | | | | | |]

[removed: TUI Cruises] [added: TUIC] is a joint venture owned 50% by us and 50% by TUI AG, a German tourism company, which is designed to serve the contemporary and premium segments of the German cruise market by offering [removed: a product] [added: products] tailored for German guests.

TUI Cruises operates seven ships, with an aggregate capacity of approximately [removed: 17,600] [added: 17,700] berths as of December 31, [removed: 2019, including the brand's newest ship, *Mein Schiff 2*, which entered service in January 2019.][added: 2020.]

Additionally, TUI Cruises has three ships on order with an aggregate capacity of approximately 11,100 berths, that are [removed: scheduled] [added: expected] to [removed: enter service] [added: be delivered] in the second quarter of 2023, the third quarter of 2024 and the first quarter of 2026, respectively.

On [removed: February 7,] [added: June 30,] 2020, [removed: TUI Cruises entered into an agreement to acquire] [added: TUIC acquired] Hapag-Lloyd Cruises, a luxury and expedition brand for German-speaking guests, from TUI [removed: AG.][added: AG for approximately €1.2 billion, or $1.3 billion, as of the purchase date.]

Hapag-Lloyd Cruises operates two luxury liners and [removed: three] [added: two] smaller expedition [removed: ships.][added: ships, with an aggregate capacity of approximately 1,360 berths as of December 31, 2020.]

[removed: The] Pullmantur [removed: brand] [added: Holdings S.L ("Pullmantur Holdings")] is a joint venture owned 49% by us and 51% by Cruises Investment Holdings S.A., an affiliate of Springwater Capital LLC.

[removed: Cruising is] [added: The cruising industry has been] considered a well-established vacation sector in the North American, European and Australian markets and a developing sector in several other emerging markets.

[removed: Industry] [added: For the five year period prior to 2020, industry] data [removed: indicates] [added: indicated] that market penetration rates [removed: are] [added: were] still low and that a significant portion of cruise guests carried [removed: are] [added: in those years were] first-time cruisers.

We believe this presents an opportunity for [added: operational and financial recovery and] long-term growth [removed: and a potential] for [removed: increased profitability.][added: the industry when it resumes operations.]

The following table details industry market penetration rates for North America, Europe and Asia/Pacific [added: for the five years prior to 2020] computed based on the number of annual cruise guests as a percentage of the total population:

| Year [added: (1)] | | | | | | North [removed: America(1)(2)] [added: America(2)(3)] | | | | | | [removed: Europe(1)(3)] [added: Europe(2)(4)] | | | | | | [removed: Asia/Pacific(1)(4)] [added: Asia/Pacific(2)(5)] | | |

[removed: (1)Source:] [added: (2)Source:] Our estimates are based on a combination of data obtained from publicly available sources including the International Monetary Fund, United Nations, Department of Economic and Social Affairs, Cruise Lines International Association ("CLIA") and G.P. Wild.

[removed: (2)Our] [added: (4)Our] estimates include the United States and Canada.

[removed: (3)Our] [added: (5)Our] estimates include European countries relevant to the industry (most notably: the Nordics, Germany, France, Italy, Spain and the United Kingdom).

[removed: (4)Our] [added: (6)Our] estimates include Southeast Asia (most notably: Singapore, Thailand and the Philippines), East Asia (most notably: China and Japan), South Asia (most notably: India) and Oceania (most notably: Australia and New Zealand) regions.

[removed: We estimate that the] [added: The] global cruise fleet was served by a weighted average of approximately 579,000 berths during 2019 with approximately 354 ships at the end of 2019.

We are a global cruise company.

On January 19, 2021, we announced that we entered into a definitive agreement to sell the Azamara brand, including its three-ship fleet and associated intellectual property, to Sycamore Partners for $201 million.

The transaction is subject to customary conditions and is expected to close in the first quarter of 2021.

COVID-19

The disruptions to our operations resulting from the COVID-19 pandemic (“COVID-19”) have had, and continue to have, a material negative impact on our financial condition and results of operations.

The global efforts to contain the spread of the disease have resulted in travel restrictions and created significant uncertainty regarding worldwide port closures and availability.

As part of the global containment effort, we implemented a voluntary suspension of our Global Brands' cruise operations beginning March 13, 2020, which has been extended through at least April 30, 2021, for most of our cruise operations.

As of February 23, 2021, four of our ships were operating with guests onboard.

On and effective as of October 30, 2020, the U.S. Centers for Disease Control and Prevention ("CDC") issued a Framework for Conditional Sailing Order (the “Conditional Order”) that will conditionally permit cruise ship passenger operations in U.S. waters under certain conditions and using a phased approach.

The Conditional Order will remain in effect until the earlier of (1) the expiration of the Secretary of Health and Human Services’ declaration that COVID-19 constitutes a public health emergency, (2) the rescission or modification by the CDC Director of the Conditional Order based on specific public health or other considerations, or (3) November 1, 2021.

See *Business - Regulation* for further details on the Conditional Order.

Our resumption of operations will include a staggered return of the fleet to service, which will include:

- Bringing the fleet from layup status to fully operational;

- Bringing crew back to an appropriate staffing level and expected reduced load factors for a period of time; and

- Implementing health and safety protocols on ships as they resume operations and while protocols are required.

We are working with both the CDC and the Healthy Sail Panel ("HSP"), formed in June 2020 by us and Norwegian Cruise Line Holdings Ltd. and composed of leading experts in relevant fields, including epidemiology, infectious diseases, public policy and regulation, engineering and general health safety, to prepare and develop our plan to meet the framework for the Conditional Order.

While the Conditional Order represents an important step in our return to service, many uncertainties remain as to the specifics, timing and costs of administering and implementing the requirements of the Conditional Order, some of which may be significant.

Further, the Conditional Order contemplates that the CDC may issue additional requirements through technical instructions or orders as needed and that the phases described above will be further determined based on public health considerations, including the trajectory of the pandemic and the ability of cruise ship operators to successfully employ measures that mitigate the risk of COVID-19.

Based on our assessment of these conditions or for other reasons, we may determine it necessary to further extend our voluntary suspension of our Global Brands’ cruise sailings which currently extends through at least April 30, 2021, for most of our cruise operations.

We have undertaken several proactive measures to mitigate the financial and operational impacts of COVID-19, including significant reduction of capital expenditures and operating expenses as well as the issuance of debt and shares of our common stock.

Given the current environment, we intend to continue to prioritize and bolster liquidity through cash conservation and additional financing sources, which may include the issuance of new debt (including convertible debt), refinancing of existing debt, amortization deferrals under our export-credit backed debt facilities and issuance of common stock, to ensure that we are well positioned for recovery.

Additionally, we agreed with certain of our lenders that we will not pay dividends or engage in stock repurchases until the end of the third quarter of 2022.

See Part II.

Item 7.

*Management's Discussion and Analysis* - *Critical Accounting Policies* and *Recent Developments: COVID-19* and Note 1.

*Financial Statements* for further details on the impact of COVID-19 on our financial condition and results of operations.

The itineraries of Global Brands are subject to resumption of our operations and local restrictions.

The expected delivery dates for all of our ships on order are subject to change in the event of shipyard construction delays.

See Part I.

Item 1A.

*Risk Factors* for further discussion on the impact of COVID-19 on shipyard operations.

In addition, as of December 31, 2020, 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 certain conditions precedent and financing.

On July 9, 2020, we acquired the remaining 33.3% interest in Silversea Cruises that we did not already own (the "noncontrolling interest") from Heritage Cruise Holding Ltd. ("Heritage").

As a result of the acquisition of the noncontrolling interest, Silversea Cruises is now a wholly owned cruise brand.

Silversea Cruises operates nine ships, with an aggregate capacity of approximately 3,350 berths, including the brand's newest ships *Silver Origin and Silver Moon*, which were delivered in the second and fourth quarters of 2020, respectively.

The ships are expected to be delivered in the fourth quarter of 2021, and in the first quarters of 2023 and 2024, respectively.

On January 19, 2021, we announced that we entered into a definitive agreement to sell the Azamara brand, including its three-ship fleet with an aggregate capacity of approximately 2,100 berths and associated intellectual property, to Sycamore Partners for $201 million.

The transaction is subject to customary conditions and is expected to close in the first quarter of 2021.

Our Global Brands are complemented by our interest in TUIC, our 50%-owned joint venture that operates the German brands TUI Cruises and Hapag-Lloyd Cruises (collectively, our "Partner Brands").

In 2020, Pullmantur Holdings and certain of its subsidiaries filed for reorganization under the terms of the Spanish insolvency laws due to the negative impact of the COVID-19 pandemic on the companies.

We are the world's second largest cruise company.

In addition, we believe our brands are well-positioned globally and possess the ability to attract a wide range of guests by appealing to multiple customer bases allowing our global sourcing to be well diversified.

[Table of C](#i7106eeeef4144183a197870618be0282_7)[ontents](#i7106eeeef4144183a197870618be0282_7)

Celebrity Cruises operates 14 ships with an aggregate capacity of approximately 26,220 berths, including the brand's newest ship designed for the Galapagos Islands, *Celebrity Flora*, which entered service in the second quarter of 2019.

Azamara is designed to serve the up-market segment of the North American, United Kingdom and Australian markets.

The up-market segment incorporates elements of the premium segment and the luxury segment, which is generally characterized by smaller ships, high standards of accommodation and service and exotic itineraries.

Azamara's strategy is to deliver distinctive destination experiences through unique itineraries with more overnights and longer stays as well as comprehensive tours allowing guests to experience the destination in more depth.

These destination experiences include over 1,700 pre and post-voyage land programs.

Azamara offers a variety of itineraries to popular destinations, including Asia, Australia/New Zealand, Northern and Western Europe, the Mediterranean, and South America with cruise lengths ranging from three to 26 nights.

Silversea Cruises operates eight ships, with an aggregate capacity of approximately 2,450 berths offering cruise itineraries generally ranging from six to 25 nights.

Two ships are scheduled to enter service in the third quarter of 2020, another in the third quarter of 2021, with the remaining two ships scheduled to enter service in the first quarters of 2022 and 2023.

Our Global Brands are complemented by our 50% joint venture interest in TUI Cruises, which is specifically tailored for the German market and our 49% interest in the Spanish brand Pullmantur, which is primarily focused on the Spanish and Latin American cruise markets.

We account for our investments in our Partner Brands under the equity method of accounting and, accordingly, the operating results of these Partner Brands are not included in our consolidated results of operations.

The transaction is subject to regulatory approval and customary closing conditions.

Pullmantur operates in the contemporary segment of the Spanish and Latin American cruise markets and is designed to attract Spanish-speaking families and couples and includes Spanish-speaking crew, as well as tailored food and entertainment options.

The three ships operated by Pullmantur have an aggregate capacity of approximately 6,050 berths.

*Zenith* was sold to a third party in January 2020.

To offset the decrease in capacity to the Pullmantur brand, commencing in the second quarter of 2021, we expect to charter *Grandeur of the Seas* to Pullmantur.

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As of December 31, 2019, there were approximately

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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The recent coronavirus outbreak and the resulting measures taken by China and other countries to move aggressively to contain the disease, including travel restrictions, have resulted in the cancellation of several of our cruises in Southeast Asia and modification of several itineraries in the region.

In addition, we have imposed several measures to protect our guests and crew, including denying boarding to those that have traveled from, to or through mainland China or Hong Kong.

See *Outlook* for further discussion.

Interest for such activities is influenced by political and general economic conditions.

Companies within the vacation market are dependent on consumer discretionary spending.

Operating Strategies

Our strategic emphasis on People, Profits and Planet has led us to focus on the following principal operating strategies:

for our Global Brands from North America.

*Cost efficiency, operating expenditures and adequate cash and liquidity*

We have adopted a number of strategies to control our operating costs and will continue to do so in 2020.

For example, we have adopted numerous initiatives to reduce energy consumption and, by extension, fuel costs.

These include the design of more energy-efficient ships as well as the implementation of more efficient hardware, including improvements in operations and voyage planning as well as improvements to the propulsion, machinery, HVAC and lighting systems.

The overall impact of these efforts has resulted in an approximate 35% improvement in energy efficiency from 2005 through 2019 and we believe that our energy consumption per guest is currently the lowest in the cruise industry.

In order to sustain our competitive advantage, we will continue to seek to lead with innovative technologies and commit to achieve our short and long-term sustainability goals.

In 2018, the Royal Caribbean International and Celebrity Cruises brands announced the "Royal Amplified" and "Celebrity Revolution" modernization programs to upgrade vessels across their fleet.

As part of these modernization programs, we incorporate certain innovations included in our newer ships to some of the ships in the remaining fleet.

The process of integrating some of our latest innovations into our older vessels allows us to create a greater level of consistency of product across our fleet.

[removed: On August 27, 2019,] [added: As previously reported,] two lawsuits were filed against Royal Caribbean Cruises Ltd. in [added: August 2019 in] the U.S. District Court for the Southern District of Florida 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 [added: ("Havana Docks Action")] alleges it holds an interest in the Havana Cruise Port Terminal and the complaint filed by Javier Garcia-Bengochea [added: (the "Port of Santiago Action")] alleges that he holds an interest in the Port of Santiago, Cuba, both of which were expropriated by the Cuban Government.

We believe we have meritorious defenses to the [removed: claims,] [added: claims alleged in both the Havana Docks Action] and [added: the Port of Santiago Action, and] we intend to vigorously defend ourselves against them.

We believe that it is unlikely that the outcome of [removed: these matters] [added: either action] will have a material adverse impact to our financial condition, results of operations or cash flows.

We are [added: also] routinely involved in [removed: claims] [added: other claims, regulatory investigations and inquiries, and consumer complaints, including those related to COVID-19, that are] typical within the travel and tourism [added: vacation] industry.

[removed: Although the outcome of any litigation is inherently unpredictable and subject to significant uncertainties, we] [added: We] believe [removed: it is unlikely that] the outcome of such claims, net of expected insurance recoveries, will [added: not] have a material adverse impact on our financial [removed: condition,] [added: condition or] results of operations and cash flows.

Royal Caribbean Cruises Ltd. filed its answer to each complaint in October 2019 and on October 15, 2020, and the Court dismissed the Port of Santiago Action with prejudice on the basis that the plaintiffs in that action lacked standing to bring the claim.

This decision has been appealed by the plaintiffs.

As previously reported, on October 7, 2020, a shareholder filed a putative class action complaint against us, and three officers, Richard Fain, Jason Liberty and Michael Bayley, in the United States District Court for the Southern District of Florida (the "Court"), alleging misrepresentations relating to COVID-19 in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5, seeking unspecified damages on behalf of a purported class consisting of all persons and entities (subject to specified exceptions) that purchased or otherwise acquired our securities from February 4, 2020 through March 17, 2020.

As previously disclosed, on October 27, 2020, a second complaint was filed by another shareholder against us and these same officers in the Court alleging the same misrepresentations relating to COVID-19.

As is the case with the first action, the second action seeks unspecified damages on behalf of a purported class consisting of all persons and entities (subject to specified exceptions) that purchased or otherwise acquired our securities from February 4, 2020 through March 17, 2020.

On December 23, 2020, these cases were consolidated with a new lead plaintiff, Indiana Public Retirement System.

We cannot predict the duration or outcome of this lawsuit at this time, although management believes the claims are without merit.

Depending on how this case progresses, it could be costly to defend and could divert the attention of management and other resources from operations.

Accordingly, even if ultimately resolved in our favor, this action could have a material adverse effect on our business, financial condition, results of operations and liquidity.

On February 25, 2021, the lead plaintiff filed with the Court a voluntary dismissal of the action without prejudice.

Royal Caribbean Cruises Ltd. filed its answer to each complaint on October 4, 2019.

For the fiscal year ended December 31, [removed: 2019][added: 2020]

| Large accelerated filer ☒ | | | | | | Accelerated filer ☐ | | | | | | Non-accelerated filer ☐ | | | | | | Smaller reporting company ☐ | | | [removed: | | | | | | | | | | | |]

| Emerging growth company ☐ | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

The aggregate market value of the registrant's common stock at June 30, [removed: 2019] [added: 2020] (based upon the closing sale price of the common stock on the New York Stock Exchange on June [removed: 28, 2019)] [added: 30, 2020)] held by those persons deemed by the registrant to be non-affiliates was approximately [removed: $22.0] [added: $10.5] billion.

Shares of the registrant's common stock held by each executive officer and director and by each entity or person that, to the registrant's knowledge, owned 10% or more of the registrant's outstanding common stock as of June 30, [removed: 2019] [added: 2020] have been excluded from this number in that these persons may be deemed affiliates of the registrant.

There were [removed: 209,000,016] [added: 237,535,138] shares of common stock outstanding as of February [removed: 21, 2020.][added: 22, 2021.]

Portions of the registrant's Definitive Proxy Statement relating to its [removed: 2020] [added: 2021] Annual Meeting of Shareholders are incorporated by reference in Part III, Items 10-14 of this Annual Report on Form 10-K as indicated herein.

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| [Item [removed: 9B.](#i7106eeeef4144183a197870618be0282_103)] [added: 9B.](#ib3ef9d7d8765493eb688455aa2a11efd_103)] | | | | | | [Other [removed: Information](#i7106eeeef4144183a197870618be0282_103) | | | | | | [70](#i7106eeeef4144183a197870618be0282_103)] [added: Information](#ib3ef9d7d8765493eb688455aa2a11efd_103)] | | | | | | [added: [73](#ib3ef9d7d8765493eb688455aa2a11efd_103)] | | |

| [PART [removed: III](#i7106eeeef4144183a197870618be0282_106) | | | | | |] [added: III](#ib3ef9d7d8765493eb688455aa2a11efd_106)] | | | | | | | | | | | | | | |

| [Item [removed: 10.](#i7106eeeef4144183a197870618be0282_109)] [added: 10.](#ib3ef9d7d8765493eb688455aa2a11efd_109)] | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i7106eeeef4144183a197870618be0282_109) | | | | | | [71](#i7106eeeef4144183a197870618be0282_109)] [added: Governance](#ib3ef9d7d8765493eb688455aa2a11efd_109)] | | | | | | [added: [74](#ib3ef9d7d8765493eb688455aa2a11efd_109)] | | |

| [Item [removed: 11.](#i7106eeeef4144183a197870618be0282_109)] [added: 11.](#ib3ef9d7d8765493eb688455aa2a11efd_109)] | | | | | | [Executive [removed: Compensation](#i7106eeeef4144183a197870618be0282_109) | | | | | | [71](#i7106eeeef4144183a197870618be0282_109)] [added: Compensation](#ib3ef9d7d8765493eb688455aa2a11efd_109)] | | | | | | [added: [74](#ib3ef9d7d8765493eb688455aa2a11efd_109)] | | |

| [Item [removed: 12.](#i7106eeeef4144183a197870618be0282_109)] [added: 12.](#ib3ef9d7d8765493eb688455aa2a11efd_109)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i7106eeeef4144183a197870618be0282_109) | | | | | | [71](#i7106eeeef4144183a197870618be0282_109)] [added: Matters](#ib3ef9d7d8765493eb688455aa2a11efd_109)] | | | | | | [added: [74](#ib3ef9d7d8765493eb688455aa2a11efd_109)] | | |

| [Item [removed: 13.](#i7106eeeef4144183a197870618be0282_109)] [added: 13.](#ib3ef9d7d8765493eb688455aa2a11efd_109)] | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i7106eeeef4144183a197870618be0282_109) | | | | | | [71](#i7106eeeef4144183a197870618be0282_109)] [added: Independence](#ib3ef9d7d8765493eb688455aa2a11efd_109)] | | | | | | [added: [74](#ib3ef9d7d8765493eb688455aa2a11efd_109)] | | |

| [Item [removed: 14.](#i7106eeeef4144183a197870618be0282_109)] [added: 14.](#ib3ef9d7d8765493eb688455aa2a11efd_109)] | | | | | | [Principal Accounting Fees and [removed: Services](#i7106eeeef4144183a197870618be0282_109) | | | | | | [71](#i7106eeeef4144183a197870618be0282_109)] [added: Services](#ib3ef9d7d8765493eb688455aa2a11efd_109)] | | | | | | [added: [74](#ib3ef9d7d8765493eb688455aa2a11efd_109)] | | |

| [PART [removed: IV](#i7106eeeef4144183a197870618be0282_112) | | | | | |] [added: IV](#ib3ef9d7d8765493eb688455aa2a11efd_112)] | | | | | | | | | | | | | | |

| [Item [removed: 15.](#i7106eeeef4144183a197870618be0282_115)] [added: 15.](#ib3ef9d7d8765493eb688455aa2a11efd_115)] | | | | | | [Exhibits, Financial Statement [removed: Schedules](#i7106eeeef4144183a197870618be0282_115) | | | | | | [72](#i7106eeeef4144183a197870618be0282_115)] [added: Schedules](#ib3ef9d7d8765493eb688455aa2a11efd_115)] | | | | | | [added: [75](#ib3ef9d7d8765493eb688455aa2a11efd_115)] | | |

| [Item [removed: 16.](#i7106eeeef4144183a197870618be0282_118)] [added: 16.](#ib3ef9d7d8765493eb688455aa2a11efd_118)] | | | | | | [Form 10-K [removed: Summary](#i7106eeeef4144183a197870618be0282_118) | | | | | | [77](#i7106eeeef4144183a197870618be0282_118)] [added: Summary](#ib3ef9d7d8765493eb688455aa2a11efd_118)] | | | | | | [added: [85](#ib3ef9d7d8765493eb688455aa2a11efd_118)] | | |

| [removed: [Signatures](#i7106eeeef4144183a197870618be0282_121) | | | | | |] [added: [Signatures](#ib3ef9d7d8765493eb688455aa2a11efd_121)] | | | | | | | | | | | | [removed: [77](#i7106eeeef4144183a197870618be0282_121)] [added: [85](#ib3ef9d7d8765493eb688455aa2a11efd_121)] | | |

*As used in this Annual Report on Form 10-K, the terms “Royal [removed: Caribbean,” the] [added: 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,” “Azamara” and “Silversea Cruises” refer to our [removed: wholly- or majority-owned] [added: wholly owned] global cruise brands.

Throughout this Annual Report on Form 10-K, we also refer to [removed: regional] [added: our partner] brands in which we hold an ownership interest, including “TUI Cruises,” and [removed: “Pullmantur.”] [added: “Hapag-Lloyd Cruises.”] However*, *because these [removed: regional] [added: partner] brands are unconsolidated investments, our operating results and other disclosures herein do not include these brands unless otherwise specified.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Yes ☒ No ☐

F-1

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| [PART I](#ib3ef9d7d8765493eb688455aa2a11efd_10) | | | | | | | | | | | | | | |

| [PART II](#ib3ef9d7d8765493eb688455aa2a11efd_31) | | | | | | | | | | | | | | |

F-2

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[Table of C](#i7106eeeef4144183a197870618be0282_7)[ontents](#i7106eeeef4144183a197870618be0282_7)

| [PART I](#i7106eeeef4144183a197870618be0282_10) | | | | | | | | | | | | | | | | | | | | |

| [PART II](#i7106eeeef4144183a197870618be0282_31) | | | | | | | | | | | | | | | | | | | | |

Information about our cruise ships, including their [removed: size and primary areas of operation,] [added: size,] may be found within the *Operating Strategies - Fleet [removed: upgrade, maintenance] [added: upgrade] and [removed: expansion*] [added: maintenance*] section and the *Operations - Cruise Ships and Itineraries* sections in Item 1*.

We also operate two private destinations which we utilize as ports-of-call on certain itineraries: (i) an island we own in the Bahamas which we call CocoCay; and (ii) Labadee, a secluded peninsula [added: that] we lease on the north coast of Haiti.

[Table of C](#i7106eeeef4144183a197870618be0282_7)[ontents](#i7106eeeef4144183a197870618be0282_7)

As of February [removed: 21, 2020,] [added: 22, 2021,] there were [removed: 1,318] [added: 1,296] record holders of our common stock.

Holders of our common stock have an equal [removed: right] [added: right, pro rata based on number of shares held,] to share in our profits in the form of dividends when and if declared by our board of directors out of funds legally [removed: available.][added: available, subject to any rights of holders of preferred stock if any.]

There are no exchange control restrictions on remittances of dividends on our common stock [removed: since] [added: by reason of our incorporation in Liberia because] (1) we are and intend to maintain our status as a nonresident Liberian entity under the Liberia Revenue Code of 2000 as [removed: Amended] [added: amended] and the regulations thereunder, and (2) our ship-owning subsidiaries are not now engaged, and are not in the future expected to engage, in any business in Liberia, including voyages exclusively within the territorial waters of the Republic of Liberia.

Refer to Note [removed: 12*.][added: 12.]

[removed: Shareholders'] [added: *Shareholders'] Equity* to our consolidated financial statements under Item 8.

The following graph compares the total return, assuming reinvestment of dividends, on an investment in the Company, based on performance of the Company's common stock, with the total return of the Standard & Poor's 500 Composite Stock Index ("S&P 500") and the Dow Jones United States Travel and Leisure Index for a five year period by measuring the changes in common stock prices from December 31, [removed: 2014] [added: 2015] to December 31, [removed: 2019.][added: 2020.]

[removed: ][added: ]

The stock performance graph assumes for comparison that the value of the Company's common stock and of each index was $100 on December 31, [removed: 2014] [added: 2015] and that all dividends were reinvested.

In connection with securing various financial covenant waivers, we agreed with certain of our lenders not to pay dividends until the end of the third quarter of 2022.

In addition, in the event we thereafter declare a dividend, we will need to repay the amounts deferred under our export credit facilities as part of the principal amortization deferrals agreed with them during 2020 and 2021.

Accordingly, we did not declare a dividend during the second, third and fourth quarters of 2020.

There were no repurchases of common stock during the quarter ended December 31, 2020.

As of December 31, 2020, the 24-month common stock repurchase program authorized by our board of directors on May 9, 2018 had expired.

In connection with our debt covenant waivers, we agreed with certain of our lenders not to engage in stock repurchases until the end of the third quarter of 2022.

In addition, in the event we engage in share repurchases, we will need to repay the amounts deferred under our export credit facilities as part of the principal amortization deferrals agreed with them during 2020 and 2021.

| | | | | | | 12/15 | | | 12/16 | | | | | | 12/17 | | | | | | 12/18 | | | | | | 12/19 | | | | | | 12/20 | | |

| Royal Caribbean Cruises Ltd. | | | | | | 100.00 | | | 82.91 | | | | | | 122.90 | | | | | | 103.06 | | | | | | 144.23 | | | | | | 81.65 | | |

| S&P 500 | | | | | | 100.00 | | | 111.96 | | | | | | 136.40 | | | | | | 130.42 | | | | | | 171.49 | | | | | | 203.04 | | |

| Dow Jones U.S. Travel & Leisure | | | | | | 100.00 | | | 107.57 | | | | | | 133.19 | | | | | | 125.74 | | | | | | 155.84 | | | | | | 158.56 | | |

The following table presents the total number of shares of our common stock that we repurchased during the quarter ended December 31, 2019:

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | | Total number of shares purchased | | | | | | 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 | | |

| October 1, 2019 - October 31, 2019 | | | — | | | | | | — | | | | | | — | | | | | | $ | 700,000,000 | |

| November 1, 2019 - November 30, 2019 | | | 859,701 | | | | | | $ | 115.83 | | | | | 859,701 | | | | | | $ | 600,417,000 | |

| December 1, 2019 - December 31, 2019 | | | — | | | | | | — | | | | | | — | | | | | | $ | 600,417,000 | |

| Total | | | 859,701 | | | | | | | | | | | | 859,701 | | | | | | | | |

As of December 31, 2019, we have approximately $600.0 million that remains available for future common stock repurchase transactions under a 24-month common stock repurchase program for up to $1.0 billion authorized by our board of directors on May 9, 2018.

*Financial Statements and Supplemental Data* for further information.

[Table of C](#i7106eeeef4144183a197870618be0282_7)[ontents](#i7106eeeef4144183a197870618be0282_7)

| | | | | | | 12/14 | | | 12/15 | | | | | | 12/16 | | | | | | 12/17 | | | | | | 12/18 | | | | | | 12/19 | | |

| Royal Caribbean Cruises Ltd. | | | | | | 100.00 | | | 124.74 | | | | | | 103.42 | | | | | | 153.30 | | | | | | 128.55 | | | | | | 179.92 | | |

| S&P 500 | | | | | | 100.00 | | | 101.38 | | | | | | 113.51 | | | | | | 138.29 | | | | | | 132.23 | | | | | | 173.86 | | |

| Dow Jones U.S. Travel & Leisure | | | | | | 100.00 | | | 105.90 | | | | | | 113.92 | | | | | | 141.05 | | | | | | 133.16 | | | | | | 165.04 | | |

The selected consolidated financial data presented below for the years ended December 31, [removed: 2015] [added: 2016] through December 31, [removed: 2019] [added: 2020] and as of the end of each such year, except for Adjusted Net [added: (Loss)] Income amounts, are derived from our audited consolidated financial statements and should be read in conjunction with those financial statements and the related notes as well as in conjunction with Item 7.

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | [removed: 2019 | | | | | | 2018 (1) | | | | | | 2017 | | | | | | 2016 | | | | | | 2015] [added: 2020] | | | | | | [added: 2019] | | | | | | [added: 2018 (1)] | | | | | | [added: 2017] | | | | | | [added: 2016] | | |

| | | | (in thousands, except per share data) | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Operating Data: [removed: | | | | | | | | | | | | | | | | | | | | | | | |] [added: (2)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total revenues | | | $ | [removed: 10,950,661] [added: 2,208,805] | | | | | $ | [removed: 9,493,849] [added: 10,950,661] | | | | | $ | [removed: 8,777,845] [added: 9,493,849] | | | | | $ | [removed: 8,496,401] [added: 8,777,845] | | | | | $ | [removed: 8,299,074 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 8,496,401] | |

| Operating [added: (Loss)] Income | | | $ | [removed: 2,082,701] [added: (4,601,557)] | | | | | $ | [removed: 1,894,801] [added: 2,082,701] | | | | | $ | [removed: 1,744,056] [added: 1,894,801] | | | | | $ | [removed: 1,477,205] [added: 1,744,056] | | | | | $ | [removed: 874,902 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 1,477,205] | |

| Net [added: (Loss)] Income [removed: (2)] [added: (3)] | | | $ | [removed: 1,907,600] [added: (5,775,130)] | | | | | $ | [removed: 1,815,792] [added: 1,907,600] | | | | | $ | [removed: 1,625,133] [added: 1,815,792] | | | | | $ | [removed: 1,283,388] [added: 1,625,133] | | | | | $ | [removed: 665,783 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 1,283,388] | |

| Net [added: (Loss)] Income attributable to Royal Caribbean Cruises Ltd. | | | $ | [removed: 1,878,887] [added: (5,797,462)] | | | | | $ | [removed: 1,811,042] [added: 1,878,887] | | | | | $ | [removed: 1,625,133] [added: 1,811,042] | | | | | $ | [removed: 1,283,388] [added: 1,625,133] | | | | | $ | [removed: 665,783 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 1,283,388] | |

| Adjusted Net [added: (Loss)] Income attributable to Royal Caribbean [removed: Ltd.(3)] [added: Ltd.] (4) [removed: (5)] | | | $ | [removed: 2,002,847] [added: (3,924,579)] | | | | | $ | [removed: 1,873,363] [added: 2,002,847] | | | | | $ | [removed: 1,625,133] [added: 1,873,363] | | | | | $ | [removed: 1,314,689] [added: 1,625,133] | | | | | $ | [removed: 1,065,066 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 1,314,689] | |

| Per Share Data—Basic: [removed: | | | | | | | | | | | | | | | | | | | | | | | |] [added: (2)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net [added: (Loss)] Income attributable to Royal Caribbean Cruises Ltd. | | | $ | [removed: 8.97] [added: (27.05)] | | | | | $ | [removed: 8.60] [added: 8.97] | | | | | $ | [removed: 7.57] [added: 8.60] | | | | | $ | [removed: 5.96] [added: 7.57] | | | | | $ | [removed: 3.03 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 5.96] | |

| Adjusted Net [added: (Loss)] Income attributable to Royal Caribbean Cruises Ltd. | | | $ | [removed: 9.56] [added: (18.31)] | | | | | $ | [removed: 8.90] [added: 9.56] | | | | | $ | [removed: 7.57] [added: 8.90] | | | | | $ | [removed: 6.10] [added: 7.57] | | | | | $ | [removed: 4.85 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 6.10] | |

| Weighted-average shares | | | [removed: 209,405 | | | | | | 210,570 | | | | | | 214,617 | | | | | | 215,393 | | | | | | 219,537] [added: 214,335] | | | | | | [added: 209,405] | | | | | | [added: 210,570] | | | | | | [added: 214,617] | | | | | | [added: 215,393] | | |

| Per Share Data—Diluted: [removed: | | | | | | | | | | | | | | | | | | | | | | | |] [added: (2)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net [added: (Loss)] Income attributable to Royal Caribbean Cruises Ltd. | | | $ | [removed: 8.95] [added: (27.05)] | | | | | $ | [removed: 8.56] [added: 8.95] | | | | | $ | [removed: 7.53] [added: 8.56] | | | | | $ | [removed: 5.93] [added: 7.53] | | | | | $ | [removed: 3.02 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 5.93] | |

| Adjusted Net [added: (loss)] Income attributable to Royal Caribbean Cruises Ltd. | | | $ | [removed: 9.54] [added: (18.31)] | | | | | $ | [removed: 8.86] [added: 9.54] | | | | | $ | [removed: 7.53] [added: 8.86] | | | | | $ | [removed: 6.08] [added: 7.53] | | | | | $ | [removed: 4.83 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 6.08] | |

| Weighted-average shares and potentially dilutive shares | | | [removed: 209,930 | | | | | | 211,554 | | | | | | 215,694 | | | | | | 216,316 | | | | | | 220,689] [added: 214,335] | | | | | | [added: 209,930] | | | | | | [added: 211,554] | | | | | | [added: 215,694] | | | | | | [added: 216,316] | | |

| Dividends declared per common share | | | $ | [removed: 2.96] [added: 0.78] | | | | | $ | [removed: 2.60] [added: 2.96] | | | | | $ | 2.16 | | | | | $ | 1.71 | | | | | $ | 1.35 | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Total assets [added: (5)] (6) [removed: (7)] | | | $ | [removed: 30,320,284] [added: 32,465,187] | | | | | $ | [removed: 27,698,270] [added: 30,320,284] | | | | | $ | [removed: 22,360,926] [added: 27,698,270] | | | | | $ | [removed: 22,310,324] [added: 22,360,926] | | | | | $ | [removed: 20,782,043 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 22,310,324] | |

| Total debt, including commercial paper and capital leases | | | $ | [removed: 11,034,876] [added: 19,329,043] | | | | | $ | [removed: 10,777,699] [added: 11,034,876] | | | | | $ | [removed: 7,539,451] [added: 10,777,699] | | | | | $ | [removed: 9,387,436] [added: 7,539,451] | | | | | $ | [removed: 8,527,243 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 9,387,436] | |

| Common stock | | | $ | [removed: 2,365] [added: 2,652] | | | | | $ | [removed: 2,358] [added: 2,365] | | | | | $ | [removed: 2,352] [added: 2,358] | | | | | $ | [removed: 2,346] [added: 2,352] | | | | | $ | [removed: 2,339 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 2,346] | |

| Total shareholders' equity | | | $ | [removed: 12,163,846] [added: 8,760,669] | | | | | $ | [removed: 11,105,461] [added: 12,163,846] | | | | | $ | [removed: 10,702,303] [added: 11,105,461] | | | | | $ | [removed: 9,121,412] [added: 10,702,303] | | | | | $ | [removed: 8,063,039 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 9,121,412] | |

Refer to Note [removed: 3.][added: 1*.]

[removed: *Business Combination*] [added: Leases,*] to our consolidated financial statements under Item 8.

[removed: (2)Amount] [added: (3)Amount] for 2017 includes a gain of $30.9 million related to the sale of *Legend of the Seas*.

[removed: (3)For 2019, 2018] [added: (4)For 2020, 2019] and [removed: 2017,] [added: 2018,] refer to *Financial Presentation* and *Results of Operations* under Item 7.

[removed: (6)We] [added: (5)We] reclassified prepaid commissions of $64.6 million from *Customer deposits* to *Prepaid expenses and other assets* in our consolidated balance sheet as of December 31, 2017 in order to conform to the current year presentation.

[removed: (7)Upon] [added: (6)Upon] adoption of the new Lease accounting guidance effective January 1, 2019, we recognized right-of-use assets relating to operating leases within *Operating lease right-of-use assets* in our consolidated balance sheet.

For further information on leases, refer to Note [removed: 10.][added: 10*.]

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General*, Note 3.

*Business Combinations* and Note 11*.

Redeemable Noncontrolling Interest* to our consolidated financial statements under Item 8.

(2)Operating Data and Per Share Data amounts in 2020 reflect the impact of our 2020 suspension of operations due to the COVID-19 pandemic, including impairment charges and credit losses of $1.6 billion incurred related to the impairment of goodwill and trademarks and trade names attributable to our Silversea Cruises reporting unit, and long-lived assets as well as credit losses mostly on receivables related to our sale of property and equipment.

*Financial Statements and Supplementary Data* for further information.

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(4)Amount for 2016 excludes the net loss related to the elimination of the Pullmantur reporting lag of $21.7 million, the net gain related to the sale of the Pullmantur and CDF Croisieres de France brands of $3.8 million, restructuring charges of $8.5 million and other initiative costs of $5.0 million.

(5)Amount for 2015 excludes the impairment of Pullmantur related assets of $399.3 million.

[Table of C](#i7106eeeef4144183a197870618be0282_7)[ontents](#i7106eeeef4144183a197870618be0282_7)

*Leases.*

[Table of C](#i7106eeeef4144183a197870618be0282_7)[ontents](#i7106eeeef4144183a197870618be0282_7)

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2019.][added: 2020.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2019] [added: 2020] has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited our consolidated financial statements included in this Annual Report on Form 10-K, as stated in its report, which is included herein on page F-2.

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 December 31, [removed: 2019] [added: 2020] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Except for information concerning executive officers (called for by Item 401(b) of Regulation S-K), which is included in Part I of this Annual Report on Form 10-K, the information required by Items 10, 11, 12, 13 and 14 is incorporated herein by reference to certain sections of the Royal Caribbean Cruises Ltd. Definitive Proxy Statement relating to our [removed: 2020] [added: 2021] Annual Meeting of Shareholders (the "Proxy Statement") to be filed with the Securities and Exchange Commission no later than 120 days after the close of the fiscal year.

[Table of C](#i7106eeeef4144183a197870618be0282_7)[ontents](#i7106eeeef4144183a197870618be0282_7)

Exhibits [removed: 10.36] [added: 10.90] through [removed: 10.57] [added: 10.111] represent management compensatory plans or arrangements.

| | | | | | | | | | | | | Incorporated By Reference | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

| Exhibit Number | | | | | | Exhibit Description | | | | | | Form | | | | | | Exhibit | | | | | | Filing Date/ Period End Date | | | [removed: | | | | | | | | | | | |]

| 3.1 | | | | | | [Restated Articles of Incorporation of the Company, as amended (composite)](http://www.sec.gov/Archives/edgar/data/884887/000095014409002488/g18145exv3w1.htm) | | | | | | S-3 | | | | | | 3.1 | | | | | | 3/23/2009 | | | [removed: | | | | | | | | | | | |]

| 3.2 | | | | | | [Amended and Restated By-Laws of the Company, as amended](http://www.sec.gov/Archives/edgar/data/884887/000088488718000091/exh31form8k20181204.htm) | | | | | | 8-K | | | | | | 3.1 | | | | | | 12/6/2018 | | | [removed: | | | | | | | | | | | |]

| 4.1 | | | | | | Indenture dated as of July 15, 1994, by and between the Company, as issuer, and The Bank of New York Trust Company, N.A., successor to NationsBank of Georgia, National Association, as Trustee | | | | | | 20-F | | | | | | 2.4 | | | | | | 12/31/1994 | | | [removed: | | | | | | | | | | | |]

| 4.2 | | | | | | Sixth Supplemental Indenture dated as of October 14, 1997, to the Indenture, dated as of July 15, 1994, by and between the Company, as issuer, and The Bank of New York Trust Company, N.A., as Trustee | | | | | | 20-F | | | | | | 2.11 | | | | | | 12/31/1997 | | | [removed: | | | | | | | | | | | |]

| 4.3 | | | | | | Eighth Supplemental Indenture dated as of March 16, 1998, to the Indenture, dated as of July 15, 1994, by and between the Company, as issuer, and The Bank of New York Trust Company, N.A., as Trustee | | | | | | 20-F | | | | | | 2.13 | | | | | | 12/31/1997 | | | [removed: | | | | | | | | | | | |]

| 4.4 | | | | | | [Form of Indenture, dated as of July 31, 2006, by and between the Company, as issuer, and The Bank of New York Trust Company, N.A., as Trustee](http://www.sec.gov/Archives/edgar/data/884887/000095010306001865/dp03192_ex0401.htm) | | | | | | S-3 | | | | | | 4.1 | | | | | | 7/31/2006 | | | [removed: | | | | | | | | | | | |]

| 4.5 | | | | | | [Second Supplemental Indenture dated as of November 7, 2012 between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee](http://www.sec.gov/Archives/edgar/data/884887/000088488712000067/exh4120121102.htm) | | | | | | 8-K | | | | | | 4.1 | | | | | | 11/7/2012 | | | [removed: | | | | | | | | | | | |]

| 4.6 | | | | | | [Third Supplemental Indenture, dated as of November 28, 2017 between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee](http://www.sec.gov/Archives/edgar/data/884887/000110465917070725/a17-25229_5ex4d1.htm) | | | | | | 8-K | | | | | | 4.1 | | | | | | 11/28/2017 | | | [removed: | | | | | | | | | | | |]

| 4.7 | | | | | | [Indenture dated as of January 30, 2017 among Silversea Cruise Finance Ltd., as issuer, Citibank, N.A., London Branch, as Trustee, as Principal Paying Agent and as Security Agent, and Citigroup Global Markets Deutschland AG, as Registrar](http://www.sec.gov/Archives/edgar/data/884887/000088488719000017/exhibit4-7.htm) | | | | | | 10-K | | | | | | 4.7 | | | | | | 12/31/2018 | | | [removed: | | | | | | | | | | | |]

| 4.8 | | | | | | [Supplemental Indenture dated as of February 1, 2017 by and among Silversea Cruise Finance Ltd., as issuer, the other parties listed as New Guarantors, and Citibank, N.A., London Branch, as Trustee](http://www.sec.gov/Archives/edgar/data/884887/000088488719000017/exhibit4-8htm.htm) | | | | | | 10-K | | | | | | 4.8 | | | | | | 12/31/2018 | | | [removed: | | | | | | | | | | | |]

| 4.9 | | | | | | [Second Supplemental Indenture dated as of February 1, 2019 by and between Silversea Cruise Finance Ltd., as issuer, and Citibank, N.A., London Branch, as Trustee](http://www.sec.gov/Archives/edgar/data/884887/000088488719000017/exhibit4-9.htm) | | | | | | 10-K | | | | | | 4.9 | | | | | | 12/31/2018 | | | [removed: | | | | | | | | | | | |]

| 4.10 | | | | | | [Description of the Company's [removed: Securities*](https://www.sec.gov/Archives/edgar/data/884887/000088488720000009/a2019q4exhibit410.htm) | | | | | | | | | | | |] [added: Securities*](https://www.sec.gov/Archives/edgar/data/884887/000088488721000006/a2020q4exhibit410.htm)] | | | | | | | | | | | | | | | | | | | | |

| 10.1 | | | | | | Amended and Restated Registration Rights Agreement dated as of July 30, 1997, by and among the Company, A. Wilhelmsen AS., Cruise Associates, Monument Capital Corporation, Archinav Holdings, Ltd. and Overseas Cruiseship, Inc. | | | | | | 20-F | | | | | | 2.20 | | | | | | 12/31/1997 | | | [removed: | | | | | | | | | | | |]

| 10.2 | | | | | | [Amendment to the Credit Agreement, dated as of December 4, 2017, by and among the Company, the various financial institutions as are or shall become parties thereto and The Bank of Nova Scotia, as administrative agent for the lender parties](http://www.sec.gov/Archives/edgar/data/884887/000110465917072317/a17-28076_1ex10d1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 12/7/2017 | | | [removed: | | | | | | | | | | | |]

| 10.3 | | | | | | [Amendment to the Credit Agreement, dated as of April 5, 2019, among Royal Caribbean Cruises Ltd., the various financial institutions as are or shall become parties thereto and The Bank of Nova Scotia, as administrative agent for the lender parties](http://www.sec.gov/Archives/edgar/data/884887/000110465919020672/a19-8049_1ex10d1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 4/10/2019 | | | [removed: | | | | | | | | | | | |]

| 10.4 | | | | | | [Amendment No. 1 to the Amended and Restated Credit Agreement, dated as of May 24, 2019, among the Company, the various financial institutions party thereto and Nordea Bank ABP, as administrative agent](http://www.sec.gov/Archives/edgar/data/884887/000088488719000042/a2019q2exhibit103.htm) | | | | | | 10-Q | | | | | | 10.3 | | | | | | 7/25/2019 | | | [removed: | | | | | | | | | | | |]

| 10.5 | | | | | | [Amendment to the Credit Agreement, dated as of October 12, 2017, by and among the Company, the various financial institutions as are or shall become parties thereto and Nordea Bank AB (PUBL), New York branch, as administrative agent for the lender parties](http://www.sec.gov/Archives/edgar/data/884887/000110465917062535/a17-24009_1ex10d3.htm) | | | | | | 8-K | | | | | | 10.3 | | | | | | 10/17/2017 | | | [removed: | | | | | | | | | | | |]

| 10.6 | | | | | | [Amendment No. 4 to Hull No. S-697 Credit Agreement, dated as of February 2, 2016, by and between the Company, the Lenders from time to time party thereto, the Mandated Lead Arrangers and KfW IPEX-Bank GmbH, as Hermes Agent and Facility Agent](http://www.sec.gov/Archives/edgar/data/884887/000088488716000126/rcl-20151231xex107.htm) | | | | | | 10-K | | | | | | 10.7 | | | | | | 12/31/2015 | | | [removed: | | | | | | | | | | | |]

| 10.7 | | | | | | [Amendment No. 5 to Hull No. S-697 Credit Agreement, dated as of July 3, 2018, by and between the Company, the Lenders from time to time party thereto, the Mandated Lead Arrangers and KfW IPEX-Bank GmbH, as Hermes Agent and Facility Agent](http://www.sec.gov/Archives/edgar/data/884887/000088488718000079/rcl-6302018xexhibit104.htm) | | | | | | 10-Q | | | | | | 10.4 | | | | | | 6/30/2018 | | | [removed: | | | | | | | | | | | |]

| 10.8 | | | | | | [Amendment No. 4 to Hull No. S-698 Credit Agreement, dated as of February 3, 2016, by and between the Company, the Lenders from time to time party thereto, the Mandated Lead Arrangers and KfW IPEX-Bank GmbH, as Hermes Agent and Facility Agent](http://www.sec.gov/Archives/edgar/data/884887/000088488716000126/rcl-20151231xex108.htm) | | | | | | 10-K | | | | | | 10.8 | | | | | | 12/31/2015 | | | [removed: | | | | | | | | | | | |]

| 10.9 | | | | | | [Amendment No. 5 to Hull No. S-698 Credit Agreement, dated as of July 3, 2018, by and between the Company, the Lenders from time to time party thereto, the Mandated Lead Arrangers and KfW IPEX-Bank GmbH, as Hermes Agent and Facility Agent](http://www.sec.gov/Archives/edgar/data/884887/000088488718000079/rcl-630x2018xexhibit105.htm) | | | | | | 10-Q | | | | | | 10.5 | | | | | | 6/30/2018 | | | [removed: | | | | | | | | | | | |]

| 10.10 | | | | | | [Amendment No. 1 to Hull No. S-699 Credit Agreement, dated as of March 31, 2016, by and between the Company, the Lenders from time to time party thereto, the Mandated Lead Arrangers and KfW IPEX-Bank GmbH, as Hermes Agent and Facility Agent](http://www.sec.gov/Archives/edgar/data/884887/000088488716000143/rcl-3312016xexhibit101.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | 3/31/2016 | | | [removed: | | | | | | | | | | | |]

| 10.11 | | | | | | [Amendment No. 2 to Hull No. S-699 Credit Agreement, dated as of July 3, 2018, by and between the Company, the Lenders from time to time party thereto, the Mandated Lead Arrangers and KfW IPEX-Bank GmbH, as Hermes Agent and Facility Agent](http://www.sec.gov/Archives/edgar/data/884887/000088488718000079/rcl-6302018xexhibit106.htm) | | | | | | 10-Q | | | | | | 10.6 | | | | | | 6/30/2018 | | | [removed: | | | | | | | | | | | |]

| 10.12 | | | | | | [Amendment and Restatement Agreement, dated as of January 15, 2016, in respect of a Facility Agreement dated, as of July 9, 2013, by and between the Company, the Lenders from time to time party thereto, Société Générale, as Facility Agent and Mandated Lead Arranger, BNP Paribas, as Documentation Bank and Mandated Lead Arranger, and HSBC France, as Mandated Lead Arranger](http://www.sec.gov/Archives/edgar/data/884887/000088488716000126/rcl-20151231xex1010.htm) | | | | | | 10-K | | | | | | 10.10 | | | | | | 12/31/2015 | | | [removed: | | | | | | | | | | | |]

| 10.13 | | | | | | [Amendment and Restatement Agreement, dated as of August 15, 2019, in respect of a Facility Agreement dated, as of July 9, 2013, by and between the Company, the Lenders from time to time party thereto, Société Générale, as Facility Agent and Mandated Lead Arranger, BNP Paribas, as Documentation Bank and Mandated Lead Arranger, and HSBC France, as Mandated Lead Arranger](http://www.sec.gov/Archives/edgar/data/884887/000088488719000046/a2019q3exhibit101.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | 10/30/2019 | | | [removed: | | | | | | | | | | | |]

| 10.14 | | | | | | [Hull No. B34 Credit Agreement, dated as of January 30, 2015, as novated, amended and restated on the Actual Delivery Date pursuant to a novation agreement dated January 30, 2015 (as amended),between Royal Caribbean Cruises Ltd., Citibank N.A., London Branch, Citibank Europe plc, UK Branch, and the banks and financial institutions as lender parties thereto](http://www.sec.gov/Archives/edgar/data/884887/000088488718000042/rcl-3312018xexhibit101.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | 3/31/2018 | | | [removed: | | | | | | | | | | | |]

| 10.15 | | | | | | [Hull No. S-700 Credit Agreement, dated as of November 13, 2015, by and among the Company, the Lenders from time to time party thereto and KfW IPEX-Bank GmbH, as Hermes Agent, Facility Agent and Initial Mandated Lead Arranger](http://www.sec.gov/Archives/edgar/data/884887/000088488715000109/exh101form8k20151113.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 11/19/2015 | | | [removed: | | | | | | | | | | | |]

| 10.16 | | | | | | [Amendment No. 1 to Hull No. S-700 Credit Agreement, dated as of November 13, 2015, by and among the Company, the Lenders from time to time party thereto and KfW IPEX-Bank GmbH, as Hermes Agent, Facility Agent and Initial Mandated Lead Arranger](http://www.sec.gov/Archives/edgar/data/884887/000088488718000079/rcl-6302018xexhibit107.htm) | | | | | | 10-Q | | | | | | 10.7 | | | | | | 6/30/2018 | | | [removed: | | | | | | | | | | | |]

| 10.17 | | | | | | [Amendment No. 2 to Hull No. S-700 Credit Agreement, dated as of July 3, 2018, by and among the Company, the Lenders from time to time party thereto and KfW IPEX-Bank GmbH, as Hermes Agent, Facility Agent and Initial Mandated Lead Arranger](http://www.sec.gov/Archives/edgar/data/884887/000088488718000079/rcl-6302018xexhibit108.htm) | | | | | | 10-Q | | | | | | 10.8 | | | | | | 6/30/2018 | | | [removed: | | | | | | | | | | | |]

| 10.18 | | | | | | [Hull No. S-713 Credit Agreement, dated as of November 13, 2015, by and among the Company, the Lenders from time to time party thereto and KfW IPEX-Bank GmbH, as Hermes Agent, Facility Agent and Initial Mandated Lead Arranger](http://www.sec.gov/Archives/edgar/data/884887/000088488715000109/exh102form8k20151113.htm) | | | | | | 8-K | | | | | | 10.2 | | | | | | 11/19/2015 | | | [removed: | | | | | | | | | | | |]

| 10.19 | | | | | | [Amendment No. 1 to Hull No. S-713 Credit Agreement, dated as of September 7, 2016, by and among the Company, the Lenders from time to time party thereto and KfW IPEX-Bank GmbH, as Hermes Agent, Facility Agent and Initial Mandated Lead Arranger](http://www.sec.gov/Archives/edgar/data/884887/000088488718000079/rcl-6302018xexhibit109.htm) | | | | | | 10-Q | | | | | | 10.9 | | | | | | 6/30/2018 | | | [removed: | | | | | | | | | | | |]

| 10.20 | | | | | | [Amendment No. 2 to Hull No. S-713 Credit Agreement, dated as of July 3, 2018, by and among the Company, the Lenders from time to time party thereto and KfW IPEX-Bank GmbH, as Hermes Agent,Facility Agent and Initial Mandated Lead Arranger](http://www.sec.gov/Archives/edgar/data/884887/000088488718000079/rcl-6302018xexhibit1010.htm) | | | | | | 10-Q | | | | | | 10.10 | | | | | | 6/30/2018 | | | [removed: | | | | | | | | | | | |]

| 10.21 | | | | | | [Hull No. J34 Credit Agreement, dated as of June 22, 2016, as novated, amended and restated on the Actual Delivery Date pursuant to a novation agreement dated June 22, 2016 (as amended), between Royal Caribbean Cruises Ltd., Citibank N.A., London Branch, Citibank Europe plc, UK Branch, and the banks and financial institutions as lender parties thereto](http://www.sec.gov/Archives/edgar/data/884887/000088488719000017/exhibit10-18htm.htm) | | | | | | 10-K | | | | | | 10.18 | | | | | | 12/31/2018 | | | [removed: | | | | | | | | | | | |]

| 10.22 | | | | | | [Novation Agreement, dated as of June 22, 2016, by and between Azairemia Finance Ltd., Royal Caribbean Cruises Ltd., Citibank Europe Plc, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC France, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch and the banks and financial institutions as lender parties thereto](http://www.sec.gov/Archives/edgar/data/884887/000088488716000171/exh102form8k20160622.htm) | | | | | | 8-K | | | | | | 10.2 | | | | | | 6/28/2016 | | | [removed: | | | | | | | | | | | |]

| 10.23 | | | | | | [First Supplemental Agreement, dated as of October 5, 2018, relating to Hull No. K34 and the Novation Agreement, dated as of June 22, 2016, by and between Azairemia Finance Ltd., Royal Caribbean Cruises Ltd., Citibank Europe Plc, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC France, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch, and the banks and financial institutions as lender parties thereto](http://www.sec.gov/Archives/edgar/data/884887/000088488719000017/exhibit10-20.htm) | | | | | | 10-K | | | | | | 10.20 | | | | | | 12/31/2018 | | | [removed: | | | | | | | | | | | |]

| 10.24 | | | | | | [Novation Agreement, dated as of July 24, 2017, between Hibisyeu Finance Ltd., Royal Caribbean Cruises Ltd., Citibank Europe Plc, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC France, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch and the banks and financial institutions as lender parties thereto](http://www.sec.gov/Archives/edgar/data/884887/000114036117029156/ex10_1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 7/28/2017 | | | [removed: | | | | | | | | | | | |]

| 10.25 | | | | | | [Novation Agreement, dated as of July 24, 2017, between Hoediscus Finance Ltd., Royal Caribbean Cruises Ltd., Citibank Europe Plc, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC France, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch and the banks and financial institutions as lender parties thereto](http://www.sec.gov/Archives/edgar/data/884887/000114036117029156/ex10_2.htm) | | | | | | 8-K | | | | | | 10.2 | | | | | | 7/28/2017 | | | [removed: | | | | | | | | | | | |]

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| 4.11 | | | | | | [Indenture, dated May 19, 2020, among the Company, the guarantors named therein, and The Bank of New York Mellon Trust Company, N.A., as trustee, principal paying agent](http://www.sec.gov/Archives/edgar/data/884887/000110465920063849/tm2020182d1_ex4-1.htm)[,](http://www.sec.gov/Archives/edgar/data/884887/000110465920063849/tm2020182d1_ex4-1.htm) [transfer agent, registrar and security agent.](http://www.sec.gov/Archives/edgar/data/884887/000110465920063849/tm2020182d1_ex4-1.htm) | | | | | | 8-K | | | | | | 4.1 | | | | | | 5/19/2020 | | |

| 4.12 | | | | | | [Indenture, dated June 9, 2020, among the Company, RCI Holdings LLC, a limited liability company formed and existing under the laws of Liberia and a direct wholly-owned subsidiary of the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, principal paying agent, transfer agent, registrar and security agent.](http://www.sec.gov/Archives/edgar/data/884887/000110465920071468/tm2022143d1_ex4-1.htm) | | | | | | 8-K | | | | | | 4.1 | | | | | | 6/9/2020 | | |

| 4.13 | | | | | | [Indenture, dated June 9, 2020, among the Company, and The Bank of New York Mellon Trust Company, N.A., as trustee, paying agent, registrar, custodian and conversion agent.](http://www.sec.gov/Archives/edgar/data/884887/000110465920071468/tm2022143d1_ex4-2.htm) | | | | | | 8-K | | | | | | 4.2 | | | | | | 6/9/2020 | | |

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| Exhibit Number | | | | | | Exhibit Description | | | | | | Form | | | | | | Exhibit | | | | | | Filing Date/ Period End Date | | |

| 4.14 | | | | | | [Indenture, dated October 16, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, paying agent, registrar, custodian and conversion agent.](http://www.sec.gov/Archives/edgar/data/884887/000110465920115690/tm2030858d8_ex4-1.htm) | | | | | | 8-K | | | | | | 4.1 | | | | | | 10/16/2020 | | |

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| | | | | | | | | | | | | Incorporated By Reference | | | | | | | | | | | | | | |

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| | | | | | | | | | | | | Incorporated By Reference | | | | | | | | | | | | | | |

| Exhibit Number | | | | | | Exhibit Description | | | | | | Form | | | | | | Exhibit | | | | | | Filing Date/ Period End Date | | |

| 10.36 | | | | | | [Term Loan Agreement, dated as of March 23, 2020, among Royal Caribbean Cruises Ltd., the various financial institutions as are or shall be party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent for the lender parties and as collateral agent for the secured parties](http://www.sec.gov/Archives/edgar/data/884887/000110465920037377/tm2012810d1_ex10-1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 3/23/2020 | | |

| 10.37 | | | | | | [Sixth Amendment to a Credit Agreement, dated as of June 8, 2011 (as amended and restated from time to time) “Anthem of the Seas” – ex Hull No. S-698, dated April 8, 2020, between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, as Hermes agent, facility agent, initial mandated lead arrangers and the mandated lead arrangers](http://www.sec.gov/Archives/edgar/data/884887/000110465920045587/tm2015547d1_ex10-1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 4/10/2020 | | |

| 10.38 | | | | | | [Third Amendment Agreement to a Credit Agreement, dated as of 13 November 2015 (as amended and restated from time to time) “Spectrum of the Seas” – ex Hull No. S-700, dated April 8, 2020, between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, as Hermes agent, facility agent, initial mandated lead arrangers and the mandated lead arrangers](http://www.sec.gov/Archives/edgar/data/884887/000110465920045587/tm2015547d1_ex10-2.htm) | | | | | | 8-K | | | | | | 10.2 | | | | | | 4/10/2020 | | |

| 10.39 | | | | | | [Sixth Amendment Agreement to a Credit Agreement, dated as of June 8, 2011 (as amended from time to time) “Quantum of the Seas”—ex Hull No. S-697, dated April 21, 2020 between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, as Hermes agent, facility agent, initial mandated lead arrangers and the mandated lead arrangers](http://www.sec.gov/Archives/edgar/data/884887/000110465920051024/tm2016761d1_ex10-1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 4/24/2020 | | |

| 10.40 | | | | | | [Second Supplemental Agreement to a Credit Agreement in respect of the financing of acquisition of m.v. Celebrity Edge (ex hull no. J34), dated as of April 28, 2020, between Royal Caribbean Cruises Ltd., Citibank N.A., London Branch as global coordinator, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch as ECA agent, Citibank Europe PLC, UK branch as facility agent, the mandated lead arrangers and the other lenders party thereto](http://www.sec.gov/Archives/edgar/data/884887/000110465920056223/tm2018324d1_ex10-1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 5/4/2020 | | |

| 10.41 | | | | | | [Second Supplemental Agreement to a Credit Agreement in respect of the financing of acquisition of m.v. Celebrity Apex (ex hull no. K34), dated as of April 29, 2020, between Royal Caribbean Cruises Ltd., Citibank N.A., London Bank, as global coordinator, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch as ECA agent, Citibank Europe PLC, UK Branch as facility agent, the mandated lead arrangers and the other lenders party thereto](http://www.sec.gov/Archives/edgar/data/884887/000110465920056223/tm2018324d1_ex10-2.htm) | | | | | | 8-K | | | | | | 10.2 | | | | | | 5/4/2020 | | |

| 10.42 | | | | | | [Fourth Supplemental Agreement to a Credit Agreement in respect of the financing of acquisition of m.v. Symphony of the Seas (ex hull no. B34), dated as of April 29, 2020, between Royal Caribbean Cruises Ltd., Citibank N.A., London Branch as ECA agent, Citibank Europe PLC, UK Branch as facility agent, the mandated lead arrangers and the other lenders party thereto](http://www.sec.gov/Archives/edgar/data/884887/000110465920056223/tm2018324d1_ex10-3.htm) | | | | | | 8-K | | | | | | 10.3 | | | | | | 5/4/2020 | | |

| 10.43 | | | | | | [Amendment to the Amended and Restated Credit Agreement, dated as of May 7, 2020, among Royal Caribbean Cruises Ltd., the various financial institutions party thereto and Nordea Bank ABP, New York Branch as administrative agent](http://www.sec.gov/Archives/edgar/data/884887/000110465920059674/tm2018985d2_ex10-1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 5/11/2020 | | |

| 10.44 | | | | | | [Amendment to the Amended and Restated Credit Agreement, dated as of May 7, 2020, among Royal Caribbean Cruises Ltd., the various financial institutions party thereto and The Bank of Nova Scotia as administrative agent](http://www.sec.gov/Archives/edgar/data/884887/000110465920059674/tm2018985d2_ex10-2.htm) | | | | | | 8-K | | | | | | 10.2 | | | | | | 5/11/2020 | | |

| 10.45 | | | | | | [Amendment to the Term Loan Agreement, dated as of May 7, 2020, among Royal Caribbean Cruises Ltd., the various financial institutions party thereto and Bank of America, N.A. as administrative agent](http://www.sec.gov/Archives/edgar/data/884887/000110465920059674/tm2018985d2_ex10-3.htm) | | | | | | 8-K | | | | | | 10.3 | | | | | | 5/11/2020 | | |

| 10.46 | | | | | | [Third Amendment Agreement to a Credit Agreement dated as of 27 November 2013 (as amended and restated from time to time) “Ovation of the Seas” – ex hull no S-699, dated May 6, 2020, between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, as Hermes agent, facility agent, initial mandated lead arrangers and the mandated lead arrangers](http://www.sec.gov/Archives/edgar/data/884887/000110465920059674/tm2018985d2_ex10-4.htm) | | | | | | 8-K | | | | | | 10.4 | | | | | | 5/11/2020 | | |

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| | | | | | | | | | | | | Incorporated By Reference | | | | | | | | | | | | | | |

| Exhibit Number | | | | | | Exhibit Description | | | | | | Form | | | | | | Exhibit | | | | | | Filing Date/ Period End Date | | |

| 10.47 | | | | | | [Fourth Amendment and Restatement Agreement, relating to a credit agreement in respect of the financing of the acquisition of m.v. Harmony of the Seas (ex hull no. A34), dated May 6, 2020, between Royal Caribbean Cruises Ltd., Société Générale as facility agent, BNP Baribas, HSBC France and Société Générale as Mandated Lead Arrangers and the banks and financial institutions listed therein as lenders](http://www.sec.gov/Archives/edgar/data/884887/000110465920059674/tm2018985d2_ex10-5.htm) | | | | | | 8-K | | | | | | 10.5 | | | | | | 5/11/2020 | | |

| 10.48 | | | | | | [First Supplemental Agreement relating to Hull No. L34 at Chantiers de l’Atlantique (previously known as STX France S.A.), dated as of March 12, 2020, by and among Houatorris Finance Limited, Chantiers de L’Atlantique, the Company, Citibank Europe PLC, UK Branch as facility agent, Citicorp Trustee Company Limited as security trustee, Citibank N.A., London branch, HSBC France, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch and the banks and financial institutions party thereto](http://www.sec.gov/Archives/edgar/data/884887/000088488720000029/exhibit104.htm) | | | | | | 10-Q | | | | | | 10.4 | | | | | | 5/21/2020 | | |

| 10.49 | | | | | | [First Supplemental Agreement relating to Hull No. M34 at Chantiers de l’Atlantique (previously known as STX France S.A.), dated as of March 12, 2020, by and among Hoediscus Finance Limited, Chantiers de L’Atlantique as seller, the Company as buyer, Citibank Europe PLC, UK Branch as facility agent, Citicorp Trustee Company Limited as security trustee, Citibank N.A., London branch as global coordinator, HSBC France as French coordinating bank, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch as ECA agent and the banks and financial institutions listed thereto](http://www.sec.gov/Archives/edgar/data/884887/000088488720000029/exhibit105.htm) | | | | | | 10-Q | | | | | | 10.5 | | | | | | 5/21/2020 | | |

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[Table of C](#i7106eeeef4144183a197870618be0282_7)[ontents](#i7106eeeef4144183a197870618be0282_7)

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| ROYAL CARIBBEAN CRUISES LTD. (Registrant) | | | | | | [removed: | | |]

| By: | | | /s/ JASON T. LIBERTY | | | [removed: | | |]

| | | | Jason T. Liberty *Executive Vice President, Chief Financial Officer* *(Principal Financial Officer and duly authorized signatory)* | | | [removed: | | |]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February [removed: 25, 2020.][added: 26, 2021.]

| [Report of Independent Registered Public Accounting [removed: Firm](#i7106eeeef4144183a197870618be0282_130)] [added: Firm](#ib3ef9d7d8765493eb688455aa2a11efd_130)] | | | [removed: [F-](#i7106eeeef4144183a197870618be0282_130)[2](#i7106eeeef4144183a197870618be0282_130)] [added: [F-](#ib3ef9d7d8765493eb688455aa2a11efd_130)[2](#ib3ef9d7d8765493eb688455aa2a11efd_130)] | | |

| [Consolidated Statements of [removed: Comprehensive Income (Loss)](#i7106eeeef4144183a197870618be0282_133)] [added: Comprehensive](#ib3ef9d7d8765493eb688455aa2a11efd_133) [(Loss)](#ib3ef9d7d8765493eb688455aa2a11efd_133) [Income](#ib3ef9d7d8765493eb688455aa2a11efd_133)] | | | [removed: [F-](#i7106eeeef4144183a197870618be0282_133)[5](#i7106eeeef4144183a197870618be0282_133)] [added: [F-](#ib3ef9d7d8765493eb688455aa2a11efd_133)[6](#ib3ef9d7d8765493eb688455aa2a11efd_133)] | | |

| [Consolidated Balance [removed: Sheets](#i7106eeeef4144183a197870618be0282_136)] [added: Sheets](#ib3ef9d7d8765493eb688455aa2a11efd_136)] | | | [removed: [F-](#i7106eeeef4144183a197870618be0282_136)[6](#i7106eeeef4144183a197870618be0282_136)] [added: [F-](#ib3ef9d7d8765493eb688455aa2a11efd_136)[7](#ib3ef9d7d8765493eb688455aa2a11efd_136)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i7106eeeef4144183a197870618be0282_142)] [added: Flows](#ib3ef9d7d8765493eb688455aa2a11efd_139)] | | | [removed: [F-](#i7106eeeef4144183a197870618be0282_142)[7](#i7106eeeef4144183a197870618be0282_142)] [added: [F-](#ib3ef9d7d8765493eb688455aa2a11efd_139)[8](#ib3ef9d7d8765493eb688455aa2a11efd_139)] | | |

| [Consolidated Statements of Shareholders' [removed: Equity](#i7106eeeef4144183a197870618be0282_145)] [added: Equity](#ib3ef9d7d8765493eb688455aa2a11efd_142)] | | | [removed: [F-](#i7106eeeef4144183a197870618be0282_145)[9](#i7106eeeef4144183a197870618be0282_145)] [added: [F-](#ib3ef9d7d8765493eb688455aa2a11efd_142)[10](#ib3ef9d7d8765493eb688455aa2a11efd_142)] | | |

[removed: | [Notes to the Consolidated Financial Statements](#i7106eeeef4144183a197870618be0282_151) | | | [F-](#i7106eeeef4144183a197870618be0282_151)[10](#i7106eeeef4144183a197870618be0282_151) | | |][added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)]

[removed: Report] [added: Report] of Independent Registered Public Accounting [removed: Firm][added: Firm]

We have audited the accompanying consolidated balance sheets of Royal Caribbean Cruises Ltd. and its subsidiaries (the “Company”) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the related consolidated statements of comprehensive [removed: income (loss), of shareholders' equity] [added: (loss) income, shareholders’ equity,] and [removed: of] cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019] [added: 2020] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

[removed: Change] [added: *Change] in Accounting [removed: Principle][added: Principle*]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (i) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

CONSOLIDATED STATEMENTS OF COMPREHENSIVE [removed: INCOME (LOSS)][added: (LOSS) INCOME]

| | | | Year Ended December 31, | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

| | | | [removed: 2019 | | | | | | 2018 | | | | | | 2017] [added: 2020] | | | | | | [added: 2019] | | | | | | [added: 2018] | | |