Royal Caribbean Cruises (RCL) 10-K risk factor changes: FY2021 vs FY2020

There may be additional risks that we consider not to be material, or which are not known, and any of these risks could [removed: have the effects set forth below.*] [added: affect our operations.*] *The ordering of the risk factors set forth below is not intended to reflect [removed: any Company indication of priority] [added: a risk's potential likelihood] or [removed: likelihood.][added: magnitude.]

The COVID-19 pandemic has had, and [removed: will continue] [added: continues] to have, a material adverse impact on our [removed: business and] [added: business,] results of [removed: operations.][added: operations and liquidity.]

The global spread of [removed: COVID-19 and] [added: COVID-19,] the unprecedented responses by governments and other authorities to control and contain the disease, [removed: has] [added: including related variants and challenges to global vaccination efforts, have] caused significant disruptions, created new risks, and exacerbated existing risks to our business.

We have been, and [removed: will] continue to be, negatively impacted by the COVID-19 pandemic, including impacts that resulted [added: or may result] from actions taken in response to the [removed: outbreak.][added: outbreak and the occurrence and spread of related variants.]

Examples of these include, but are not limited [removed: to: travel bans and] [added: to,] cruising advisories and [added: required or voluntary travel restrictions, that resulted in] the [removed: resulting] temporary suspension of our Global Brands' operations, [added: from] which [removed: is expected to continue through at least April 30, 2021, for most of our cruise] [added: we have resumed limited] 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 [removed: 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 [removed: still rapidly fluctuating] [added: evolving] and difficult to predict.

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

[removed: The] [added: Our previous] suspension of sailings and [removed: the expected reduction in demand for future cruising once we resume sailing] [added: our gradual resumption of operations] has led to a significant decline in our revenues and cash inflows, which [removed: has] required us to take cost and capital expenditure containment actions.

[removed: As a result of these actions, we] [added: We] may be challenged in rebuilding [added: the rest of] our workforce which could [removed: further] delay our [removed: return to service.][added: phased resumption of operations.]

In addition, we have reduced our planned capital spending through [removed: 2021,] [added: 2022,] which may negatively impact [added: or delay] our execution of planned growth strategies, particularly as it relates to investments in our ships, technology, and our expansion of land-based developments.

[removed: Furthermore, we] [added: We also] 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.

[removed: While the Conditional Order represents an important step in our return to service, many uncertainties] [added: Uncertainties] remain as to the [removed: specifics and] [added: specifics,] timing [removed: of implementation, administration] and costs of [removed: the requirements of the Conditional Order,] [added: administering and implementing our health and safety measures,] some of which may be significant.

If we are unable to satisfy the [removed: requirements of the Conditional Order] [added: safety standards applicable to] our [added: sailings, 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 [removed: CDC or Department of State guidance,] [added: related regulatory landscape,] it is difficult to predict the impact of further disruptions and their magnitude.

In addition, we have never previously experienced a complete cessation of our cruising [added: operations or a subsequent phased resumption of] operations, and as a consequence, [removed: our ability] [added: we are unable] to predict the [added: precise] impact of such a cessation [added: or phased resumption of operations] on our brands and future [removed: prospects is limited and such impact is uncertain.][added: prospects.]

[removed: In addition, although cruise operations are currently suspended, we have] incurred and will likely continue to incur significant overhead costs associated with [removed: layup] [added: the return to service] of our fleet and enhanced COVID-19 related [removed: sanitation] [added: cleaning, testing, vaccination and other mitigation] procedures.

[removed: As we cannot control adverse media coverage and we cannot predict exactly when we will resume sailing operations, we are experiencing and] [added: We] may [removed: continue to] experience [removed: weak] [added: volatility in] demand for cruising for an indeterminable length of time [added: due to the uncertain nature of the COVID-19 pandemic] and [added: ongoing concerns about health and safety, and] we cannot predict when we will return to [removed: pre-outbreak] [added: pre-pandemic] demand or fare pricing or if we will return to such levels in the foreseeable future.

- Liquidity: The suspension of our sailings and the reduction in demand for future cruising [removed: has] adversely impacted our [removed: liquidity as] [added: liquidity, and] we have [removed: experienced a significant increase in] [added: continued to experience higher than historical levels of] refunds of customer [removed: deposits] [added: deposits,] while cash inflows from new or existing bookings on future sailings [removed: has reduced sharply.][added: are below pre-pandemic levels.]

As a result, we have taken actions to increase our liquidity through a combination of [removed: capital and] operating [added: and capital] expense reductions and [added: increased] financing activities.

We [removed: also] [added: have] agreed with certain of our lenders that we will not pay dividends or engage in stock repurchases until [removed: the end of] [added: after] the third quarter of 2022.

[removed: These downgrades] [added: As result of the COVID-19 pandemic and the resulting suspension of our operations, we have experienced credit rating downgrades, which may] reduce our ability to incur secured indebtedness by reducing the amount of indebtedness that we are permitted to secure, and may negatively impact our access to, and cost [removed: of] [added: of,] debt financing.

On February 25, 2021, S&P Global further downgraded our senior unsecured rating from B+ to B, [added: which had no financial impact,] and downgraded our [removed: $3.32 billion] Senior Secured Notes [added: which were partially repaid in August 2021,] and Silversea [removed: Notes] [added: Notes, which were fully repaid in June 2021 with the proceeds] from [added: the $650 million June Unsecured Notes, from] BB to BB-.

This downgrade [removed: has] [added: had] no [removed: further] impact on the terms of the notes.

If we continue to raise additional funds through equity or convertible debt issuances, our shareholders could experience dilution of their ownership interest, and these [added: equity or convertible debt] securities could have rights, preferences, and privileges that are superior to that of holders of our ordinary shares.

Further, if any government agrees to provide us with disaster relief assistance, or other assistance due to the impacts of the COVID-19 pandemic, and we determine it is beneficial to seek such government assistance, it may impose restrictions on [removed: executive compensation,] share buybacks, dividends, prepayment of [removed: debt and] [added: debt, executive compensation or] other [removed: restrictions] [added: areas of our business] until the aid is repaid or redeemed in full, which could significantly limit our corporate activities and adversely impact our business and operations.

We cannot assure you that any [removed: more] such disaster relief would be available to us.

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

[removed: See “—*Adverse] [added: Adverse] worldwide economic or other conditions could [removed: result in prolonged reduction in] [added: 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 goodwill, [removed: ships, trademarks and other assets and potentially affecting other critical accounting estimates where the change may be material to our operating results*” and “—*Incidents on ships, at port facilities, land destinations and/or affecting the cruise vacation industry in general, and the associated negative media coverage and publicity, could affect our reputation and impact our sales and results of operations*” for more information.][added: ships,]

[removed: In addition, even where financing commitments have been secured,] significant disruptions in the capital and credit markets could cause our banking and other counterparties to breach their contractual obligations to us or could cause the conditions to the availability of such funding not to be satisfied.

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

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

As of December 31, [removed: 2020,] [added: 2021,] we had total debt of [removed: $18.9] [added: $21.1] billion.

Our substantial debt could [removed: have important] [added: also result in other] negative consequences for us.

[removed: For example, our] [added: Our] substantial debt [removed: could require] [added: has required] us to dedicate a large portion of our cash flow from operations to service debt and fund repayments on our debt, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate [removed: purposes; increase our vulnerability to adverse general economic or industry conditions; limit our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate; place us at a competitive disadvantage compared to our][added: expenses.]

[added: For example, it could increase our vulnerability to adverse general economic or industry conditions; limit our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate; place us at a competitive disadvantage compared to our] competitors that have less debt; make us more vulnerable to downturns in our business, the economy or the industry in which we operate, including the current downturn related to COVID-19; limit our ability to raise additional debt or equity capital in the future to satisfy our requirements relating to working capital, capital expenditures, development projects, strategic initiatives or other purposes; restrict us from making strategic acquisitions, introducing new technologies or exploiting business opportunities; limit or restrict our ability to obtain and maintain performance bonds to cover our financial responsibility requirements in various jurisdictions for non-performance of guest travel, casualty and personal injury; make it difficult for us to satisfy our obligations with respect to our debt; and increase our exposure to the risk of increased interest rates as certain of our borrowings are (and may be in the future) at a variable rate of interest.

Except for the restrictions under the indentures governing our [removed: Secured Notes (as defined below)] [added: 10.875%] and [added: 11.5% senior secured notes due 2023 and 2025, respectively (the “Secured Notes”), and] our 9.125% [removed: Senior Guaranteed Notes] [added: senior guaranteed notes] due 2023 (the [removed: “Unsecured] [added: “Priority Guaranteed] Notes”) and certain of our other debt instruments, including our unsecured bank and export credit facilities, we are not restricted under the terms of our debt instruments from incurring additional debt.

In the event that we execute and borrow under the [removed: $700M Liquidity Facility,] [added: $700.0 million commitment available to draw on at any time prior to August 12, 2022 for a 364-day term loan facility,] the credit agreement that would govern [removed: the $700M Liquidity Facility] [added: such term loan facility] would impose substantially similar restrictions (including the related qualifications and exceptions) as are set forth in the indenture governing the Unsecured Notes.

As of December 31, [removed: 2020,] [added: 2021,] we have commitments for approximately [removed: $11.6] [added: $10.0] billion of debt to finance the purchase of [removed: 11] [added: 9] ships on order by our Royal Caribbean International, Celebrity Cruises and Silversea Cruises brands, [removed: 10] [added: all] of which are guaranteed by the export credit agencies in the countries in which the ships are being built.

The terms of [added: our] existing debt financing gives, and any future preferred equity or debt financing may give, holders of any preferred securities or debt securities rights that are senior to rights of our common [removed: shareholders or impose more stringent operating restrictions on our company.][added: shareholders.]

Our ability to make [added: future] scheduled payments on our debt service obligations or refinance our debt depends on our future operating and financial performance and ability to generate cash.

- Operations: While we have restarted our global cruise operations in a phased manner, following the March 2020 suspension of our global cruise operations, there is no assurance that our plan to resume operations will be successful.

It is possible that future COVID-19 cases could occur onboard and, even if controlled and contained, it is uncertain whether we will need to suspend additional sailings and to what extent in such event.

Onboard cases have resulted in illness among our guests and crew, incremental costs, guest refunds and negative publicity and media attention.

In addition, we may face challenges in executing our return to service plans as a result of new and evolving operating protocols, including due to state laws regarding proof of vaccination requirements and related litigation, and possible changes in regulations in the countries in which we operate and plan to operate.

These measures also may negatively impact guest satisfaction.

Based on our assessment of these requirements and recommendations, the status of COVID-19 infection and/or vaccination rates in the U.S. or globally or for other reasons, we may determine it necessary to cancel or modify certain of our Global Brands’ cruise sailings.

In addition, there is no guarantee that the vaccines will be effective.

We believe the impact to our global bookings resulting from COVID-19 will continue to have a material negative impact on our results of operations and liquidity, which may be prolonged beyond containment of the disease and its variants.

Consequently, we reduced and furloughed some of our workforce, with approximately 23% of our U.S. shoreside employee base being impacted in 2020.

Our ships and our shipboard crew are gradually being notified about new assignments as operations resume over time.

We have incurred and will continue to incur significant costs as we accommodate passengers due to cancelled sailings.

In addition, we have

*Financial Statements and Supplemental Data* for further discussion of our 2021 financing activities.

We had net cash outflows from operations for the twelve months ended December 31, 2021.

In addition, even where financing commitments have been secured,

In addition, both our

In addition, our ECA facility amendments also require us to maintain minimum liquidity and a minimum stock holders' equity.

Refer to Note 8.

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

The publication of certain LIBOR settings ceased after December 31, 2021, and uncertainty regarding alternative reference rates remains as many market participants await a wider adoption of replacement products prior to the cessation of the remaining USD LIBOR tenors (currently scheduled for June 30, 2023).

Reductions of cash flows used in the valuation analyses may result in the recording of impairments, which could adversely affect our financial condition and operating results.

Refer to Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations number for further comments on impairments.

In addition, we may be subject to increased concerns that cruises are more susceptible than other vacation alternatives to the spread of infectious diseases such as COVID-19.

In addition, the new operating protocols we are developing and any other health protocol we may develop or that

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

Customers, investors, lenders, regulators and other industry stakeholders have placed increasing importance on corporate ESG practices and on the implications and social cost of their investments, which could cause us to incur additional costs and changes to our operations.

If our ESG practices or disclosures do not meet investor or industry stakeholders' evolving expectations and standards, our customer, employee and supply chain vendor retention, and our brands and reputation, may be negatively impacted, which could affect our business operations and financial condition.

We could also incur additional costs and require additional resources to monitor, report and comply with various ESG practices, which could increase our operating costs and affect our results of operations and financial condition.

In addition, from time to time, we communicate certain initiatives regarding climate change, and other ESG matters.

We could fail or be perceived to fail to achieve such initiatives, which may negatively affect our reputation.

The future adoption of new technology or processes to achieve the initiatives could also result in the impairment of existing assets.

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

Material increases in commodity and raw material prices, and other cost pressures impacting the construction of a new ship, such as the cost of labor and financing, could adversely impact the shipyard’s ability to build the ship on a cost-effective basis.

Further, cruise prices and yield improvement could face additional pressure due to the pace at which we and other cruise line operators return to service.

In light of the COVID-19 pandemic, port availability could also be subject to immediate change depending on local and/or onboard disease cases or other government restrictions as well as to limited availability during the resumption of operations.

We understand that legislation has been proposed but not yet adopted by the Liberian legislature which amends the provisions regarding the adoption of non-Liberian law to, among other things, provide for the adoption of the statutory and case law of Delaware and not also states with substantially similar legislative provisions, and potentially provide the courts of Liberia discretion in application of non-statutory corporation law of Delaware in cases when the laws of Liberia are silent.

The execution of our planned growth strategies is

We are experiencing difficulty in recruiting and retaining qualified personnel as a result of COVID-19, the reduction in our workforce during our suspension of cruise operations, general macroeconomic conditions and a competitive labor market.

Our ability to rehire crew may be negatively impacted by increasing demands related to our health and safety protocols, including vaccine requirements, and by a reduced labor supply as previous crew may have obtained alternative employment during our suspension of cruise operations.

- 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.

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.

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.

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.

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

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.

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.

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.

During the year ended December 31, 2020, we executed and amended various financing arrangements, which have resulted in $10.2 billion of incremental liquidity, including:

◦a $0.6 billion increase in the capacity available under our revolving credit facilities;

◦additional liquidity of $6.7 billion through the issuance of new debt, net of repayments, and the securing of a one-year $700 million commitment for a 364-day term loan facility;

◦£300.0 million, or $409.9 million, based on exchange rates as of December 31, 2020, of available and issued liquidity under an unsecured government commercial paper program with the Bank of England;

◦the deferral of $0.9 billion of existing debt amortization under our export-credit backed ship debt facilities through April 2021; and

◦the issuance of 22.6 million shares of common stock for approximately $1.6 billion

On August 24, 2020, Moody’s downgraded our senior unsecured rating from Ba2 to B2, and on August 31, 2020, S&P Global downgraded our senior unsecured rating from BB to B+.

On August 24, 2020, Moody’s also downgraded the Silversea Notes from Baa3 to Ba2 and on August 31, 2020, S&P downgraded Silversea Cruises' Notes from BBB- to BB and, as a result, certain covenants of the indenture governing the Silversea Notes have been reinstated.

As of December 31, 2020, we obtained an interim debt service deferral and financial covenant holiday under certain of our export-credit backed loan facilities to generate a cumulative $0.9 billion of incremental liquidity during the 12 month period ended April 2021 which is to be repaid

over a period of four years after the 12-month deferral period.

During the first quarter of 2021, we amended our export credit facilities to defer $0.8 billion of amortization payments due under these export facilities.

The deferred amounts will be repayable semi-annually over a five-year period starting in April 2022.

In the case of the COVID-19 pandemic and the resulting suspension of our operations, these circumstances have also resulted in credit rating downgrades.

Our debt instruments do not and will not prevent us from incurring liabilities that do not constitute “Indebtedness” as defined therein.

The terms of the debt may also impose additional and more stringent restrictions on our operations.

Debt or equity financing may not be available to us on acceptable terms.

We will require a significant amount of cash to service our debt and sustain our operations.

Our ability to generate cash depends on many factors beyond our control, and we may not be able to generate cash required to service our debt.

Both our export credit facilities and our non-export credit facilities contain covenants that require

On August 24, 2020, Moody’s downgraded the Silversea Notes from Baa3 to Ba2 and on August 31, 2020, S&P Global downgraded Silversea Cruises' Notes from BBB- to BB and as a result, certain covenants of the indenture governing the Silversea Notes have been reinstated, the application of which had been previously suspended unless and until any such downgrade occurred.

The reinstated covenants include, among other things, limitations on the ability of Silversea Cruises and its restricted subsidiaries to incur indebtedness, enter into transactions with affiliates (including Royal Caribbean and its subsidiaries that are not restricted subsidiaries of Silversea Cruises) and pay dividends and make other distributions from Silversea Cruises to Royal Caribbean, each of which may limit our ability to obtain funding and may decrease our operational and financial flexibility, including the ability to make upstream payments from Silversea Cruises and to provide funding support to Silversea Cruises.

On February 25, 2021, S&P Global further downgraded the Silversea Cruises’ Notes from BB to BB-, which had no further impact with respect to the Silversea Cruises’ Notes.

The Silversea Notes are guaranteed by the Company on a senior unsecured basis.

Any event of default or acceleration of the indebtedness under the Silversea Notes could cause the borrowings under other of our debt instruments that contain cross-default provisions to be accelerated or become payable on demand.

All statements other than statements of historical fact, including statements regarding our expectations for [removed: the first quarter and full year of 2021,] [added: future periods,] business and industry prospects or future results of operations or financial position, made in this Annual Report on Form 10-K are forward-looking.

Words such as [removed: "anticipate," "believe," "could," "estimate," "expect," "goal," "intend," "may," "plan," "project," "seek," "should," "will," "driving"] [added: “anticipate,” “believe,” “considering,” “could,” “driving,” “estimate,” “expect,” “goal,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “will”] and similar expressions are intended to further identify any of these forward-looking statements.

Examples of these risks, uncertainties and other factors include, but are not limited to, those discussed in this Annual Report on Form 10-K and, in particular, the risks discussed under the caption [removed: "Risk Factors"] [added: Risk Factors”] in Part I, Item 1A herein.

- a review of our critical accounting policies and [added: estimates and] of our financial presentation, including discussion of certain operational and financial metrics we utilize to assist us in managing our business;

- a discussion of our results of operations for the year ended December 31, [removed: 2020] [added: 2021] compared to the same period in [removed: 2019;][added: 2020;]

A discussion of our results of operations for the year ended December 31, [removed: 2019] [added: 2020] compared to the year ended December 31, [removed: 2018] [added: 2019] is included in Part II.

*Management's Discussion and Analysis of Financial Condition and Results of Operations* of our [Annual Report on Form [removed: 10-K] [added: 10](http://www.sec.gov/ix?doc=/Archives/edgar/data/0000884887/000088488721000006/rcl-20201231.htm)[\-K] for the year ended December 31, [removed: 2019, filed] [added: 2020](http://www.sec.gov/ix?doc=/Archives/edgar/data/0000884887/000088488721000006/rcl-20201231.htm)[,](http://www.sec.gov/ix?doc=/Archives/edgar/data/0000884887/000088488721000006/rcl-20201231.htm) [f](http://www.sec.gov/ix?doc=/Archives/edgar/data/0000884887/000088488721000006/rcl-20201231.htm)[iled] with the SEC on February [removed: 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,] [added: 26, 2021](http://www.sec.gov/ix?doc=/Archives/edgar/data/0000884887/000088488721000006/rcl-20201231.htm)] and is incorporated by reference into this Form 10-K.

Critical Accounting [removed: Policies][added: Policies and Estimates]

[removed: Summary] [added: 2 *Summary] of Significant Accounting Policies* to our consolidated financial statements under Item 8.

We believe our most critical accounting policies [added: and estimates] are as follows:

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

[removed: - Expected] [added: *•*Expected continued] gradual resumption of cruise operations;

- Expected lower than comparable historical occupancy levels during [removed: the] [added: our continued] resumption of cruise [removed: operations;] [added: operations, increasing over time until we reach historical occupancy levels;] and

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

- Reduction of operating expenses [added: in 2020 and 2021 during the suspension of our global cruise operations] (including furloughing staff and laying up vessels);

Improvement costs that we believe add value to our ships are capitalized as additions to the ship and depreciated over the shorter of the improvements' estimated useful lives or that [removed: of the associated ship.]

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

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

If the vessel is disposed of before the next drydock, the remaining balance in deferred drydock is written-off to the gain or loss [removed: upon] [added: on] disposal of vessel in the period in which the sale takes place.

If we had reduced our estimated average ship useful life by one year, depreciation expense for [removed: 2020] [added: 2021] would have increased by approximately [removed: $157.3] [added: $48.0] million.

If our ships were estimated to have no residual value, depreciation expense for [removed: 2020] [added: 2021] would have increased by approximately [removed: $345.3] [added: $261.7] million.

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 [added: gradual] return to [removed: service expectations.][added: service.]

Refer to Note [removed: 3.][added: 5.]

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

[removed: *Financial] [added: Financial] Statements and Supplementary [removed: Data*] [added: Data] for further information on the [removed: acquisition.][added: elimination of the Silversea Cruises reporting lag.]

Refer to Note [removed: 11*.][added: 6*.]

[removed: Redeemable Noncontrolling Interest*] [added: *General*] to our consolidated financial statements under Item 8.

[removed: *Statements] [added: *Financial Statements] and Supplementary Data* for further information regarding [removed: our] acquisition of Silversea Cruises' noncontrolling interest.

[removed: Although we believe that those estimates and assumptions are] reasonable and appropriate, they are inherently uncertain and subject to change.

[removed: Any] [added: Additionally, any] contingent consideration is estimated at fair value at the acquisition date.

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

The principal assumptions used in the discounted cash flow model for our [removed: 2020] [added: 2021] impairment assessments were:

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

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

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

If estimated [added: undiscounted] future cash flows are less than the carrying value of an asset, an impairment charge is recognized to the extent its carrying value exceeds fair value.

As a result of [removed: the developments] [added: our voluntary suspension of global cruise operations effective March 2020] in [removed: 2020,] [added: response to the COVID-19 outbreak and our gradual resumption of cruise operations during 2021,] we performed interim impairment evaluations, in addition to our annual impairment reviews, of certain of our goodwill, indefinite-lived intangible assets and long-lived assets in connection with the preparation of our [added: 2021 and] 2020 quarterly and annual financial statements, as further discussed below.

We performed interim impairment evaluations of Royal Caribbean International’s goodwill in connection with the preparation of our quarterly financial statements for the periods ended March 31, 2020 and June 30, 2020 due to the significant impact that COVID-19 [removed: has] had on our projected cash flows and triggering events identified in those [removed: quarters.][added: quarters.The fair value of the Royal Caribbean International reporting unit as of March 31, 2020 was determined using a probability-weighted discounted cash flow model and for June 30, 2020 we used a probability-weighted discounted cash flow model in combination with a market-based valuation approach.]

[removed: The] [added: As of November 30, 2021, the] fair value of the Royal Caribbean International reporting unit [removed: as of March 31, 2020] was determined using a discounted cash flow model [removed: and a probability-weighted discounted cash flow model] in combination with a [removed: market based] [added: market-based] valuation [removed: approach for the June 30, 2020 and November 30, 2020 assessments.][added: approach.]

We did not perform [added: an] interim impairment evaluation of Royal Caribbean International's goodwill [removed: during] [added: subsequent to] the quarter ended [removed: September] [added: June] 30, 2020 [added: during 2020 or 2021,] as no triggering events were identified.

- Expected sustained increase in revenue per available passenger cruise day during our continued resumption of cruise operations;

- Expected spend during our continued resumption of cruise operations, including returning our crew members to our vessels and maintaining enhanced health and safety protocols.

of the associated ship.

On July 31, 2018, we acquired a 66.7% equity stake ("the 2018 acquisition") in Silversea Cruises, previously known as Silversea Cruises Holding Ltd., an ultra-luxury and expedition cruise line, from Heritage Cruise Holding Ltd. ("Heritage"), previously known as Silversea Cruises Group Ltd. The purchase price for the 2018 acquisition consisted of $1.02 billion in cash, net of assumed liabilities, and contingent consideration due to Heritage.

The fair value of the contingent consideration at the time of the 2018 acquisition was $44.0 million.

Changes to the fair value of the contingent consideration were recorded in our results of operations, if any, in the period of the change prior to its termination.

Although we believe that those estimates and assumptions are

The principal assumptions used in the discounted cash flow model for our 2021 impairment assessments were:

As November 30, 2020, we used a probability-weighted discounted cash flow model in combination with a market-based valuation approach.

We did not perform qualitative assessments but instead proceeded directly to the goodwill impairment tests.

As of November 30, 2021, the fair value of the Silversea Cruises reporting unit was determined using a discounted cash flow model in combination with a market-based valuation approach.

As of November 30, 2020, we used a probability-weighted discounted cash flow model in combination with a market-based valuation approach.

As a result of the tests, we determined the fair value

For the year ended December 31, 2021, there was no resulting impairment to right-of-use assets.

During the year ended December 31, 2021, we discontinued cash flow hedge accounting on 0.2 million metric tons of our fuel swap agreements maturing in 2021 and 2022, which resulted in the reclassification of a net $0.7 million loss from *Accumulated other comprehensive loss* to *Other income (expense)*.

performance on a comparative basis.

*Return to Healthy Sailing*

We have restarted our global cruise operations in a phased manner, following our voluntary suspension of global cruise operations that commenced in March of 2020 in response to the COVID-19 outbreak.

Our return to service efforts incorporate our enhanced health and safety protocols, and the requirements of regulatory agencies, which has resulted in reduced guest occupancy, modified itineraries and vaccination protocols.

By the end of December 2021, we operated 50 of our Global and Partner Brand ships, representing over 85% of worldwide capacity, and carried approximately 1.3 million guests since we resumed operations.

Based on our assessment of these requirements and recommendations, the status of COVID-19 infection, and its variants, and/or vaccination rates in the U.S. or globally or for other reasons, we may determine it necessary to cancel or modify certain of our Global Brands’ cruise sailings.

*Continued fleet ramp-up*

We experienced service disruptions and cancelled several sailings in the first quarter of 2022 due to the impact from the Omicron variant ("Omicron").

Service disruptions have abated as COVID-19 cases have declined.

Despite these service disruptions and cancellations, the overall trajectory of our return to service remains unchanged.

We expect that by the end of the first quarter of 2022, 53 out of 62 of our Global and Partner Brand ships, including *Wonder of the Seas,* which was delivered in

January 2022, will have been brought back to service.

Additionally, we expect that the rest of the fleet will return to operations before the summer season.

We expect load factors in the first quarter of 2022 to be lower than initially anticipated due to the Omicron impact on bookings and cancellations, particularly on January sailings.

As such, we anticipate load factors on core itineraries of approximately 60% during the first quarter of 2022, with sequential monthly improvement, and approximately 7.7 million APCDs for the first quarter of 2022.

Core itineraries exclude sailings during the early ramp-up period of up to four weeks and exclude new itineraries implemented during the COVID period.

Additionally, we expect total cash flow from ships in operation in the first quarter to be positive.

We experienced a softening in booking volumes and an increase in near-term cancellations as a result of the significant short-term disruptions experienced by the travel industry due to Omicron.

The disruptions intensified during the holiday season and in early January with the spread of the variant.

Load factors for sailings in the first half of 2022 are expected to remain below historical levels, consistent with our return to service schedule, which includes the Omicron impact.

Load factors for sailings in the second half of 2022 continue to be booked within historical ranges, at higher prices with and without FCCs.

We have observed cancellations subside and bookings improve to pre-Omicron levels, and we have adjusted our sales and marketing efforts in anticipation of a delayed and extended WAVE period.

As of December 31, 2021, we had approximately $3.2 billion in customer deposits.

Approximately 32% of the customer deposit balance as of December 31, 2021 is related to FCCs compared to 35% of the customer deposit balance as of September 30, 2021, a positive trend indicating new demand.

Our revolving credit facilities were mostly utilized through a combination of amounts drawn and letters of credit issued under the facilities as of December 31, 2021.

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

off and any resulting losses are recognized within *Cruise operating expenses* in our Consolidated Statements of Comprehensive Income (Loss).

In the fourth quarter of 2019, we completed a modernization of the *Oasis of the Seas* under our ship upgrade program.

The level of capital investment, as well as planned investment levels in the other ships within the Oasis class, triggered a review of the estimated useful lives and residual values of the Oasis-class ships.

Following a review of the estimate, considering the intended use of the vessel and assessment of the estimated lives of component assets forming the Oasis class ships, we concluded a change to the estimated lives and residual values of Oasis class ships was required.

Effective fourth quarter of 2019, we revised the estimated useful lives and residual values of the Oasis-class ships from 30 years with a 15% residual value to 35 years with a 10% residual value.

The change in the estimated useful lives and residual values was accounted for prospectively as a change in accounting estimate.

For further information regarding this change in accounting estimate, refer to Note 2*.

On July 31, 2018, we acquired a 66.7% equity stake in Silversea Cruises for $1.02 billion in cash and contingent consideration.

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*

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

To that base, we add future years' cash flows based on multiple revenue and expense scenarios reflecting the impact of various return to service management assumptions beyond the base year on the reporting unit.

The outbreak of COVID-19 has resulted in an unprecedented global response to contain the spread and control the resurgence of the disease.

These global efforts have resulted in travel restrictions and created significant uncertainty regarding worldwide port closures and availability of ports and destinations generally.

As part of the global containment effort, the Company previously announced a voluntary suspension of its Global Brands' cruise operations through at least April 30, 2021, for most of our cruise operations.

Our extended suspension of our operations and the possibility of further extensions created some uncertainty in forecasting the operating results and future cash flows used in our impairment analyses.

quarter ended March 31, 2020.

We will continue to closely monitor the change in fair value of the Silversea Cruises' trade name.

Any further adverse developments due to COVID-19 or other events affecting the projected cash flows for Silversea Cruises may lead to further impairment of the Silversea Cruises' trade name.

bareboat charter, procurement and management related services we perform on behalf of our unconsolidated affiliates.

We use this

The outbreak of COVID-19 has resulted in an unprecedented global response to contain the spread of the disease.

As part of the global containment effort, we previously announced 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.

We continue to work with government and health authorities across the globe to address the unique public health challenges posed by COVID-19 and expect to re-start our global cruise operation in a phased manner.

Notably, we resumed limited cruise operations outside of the U.S. in July and September with TUI Cruises and Hapag-Lloyd, respectively, for a limited period.

Recently, we also received approval from the Singaporean Government to resume sailings out of Singapore.

As a result, *Quantum of the Seas*, a ship from the Royal Caribbean International fleet, resumed cruising from Singapore in December 2020.

These initial cruises are and will most likely continue to take place with reduced guest occupancy, modified itineraries and enhanced health protocols developed in collaboration with governments and health authorities.

*CDC Framework for Conditional Sailing Order*

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 replaces the CDC’s No Sail Order that expired on October 31, 2020 and 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.

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

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.

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.

Refer to Note [removed: 18*.][added: 16.]

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

At December 31, [removed: 2020,] [added: 2021,] approximately [removed: 64.5%] [added: 65.7%] of our long-term debt was effectively fixed as compared to [removed: 62.1%] [added: 64.5%] as of December 31, [removed: 2019.][added: 2020.]

At December 31, [removed: 2020,] [added: 2021,] we maintained interest rate swap agreements on the following fixed-rate debt instruments:

| Debt Instrument | | | Swap Notional as of December 31, [removed: 2020] [added: 2021] (In thousands) | | | Maturity | | | Debt Fixed Rate | | | Swap Floating Rate: LIBOR plus | | | All-in Swap Floating Rate as of December 31, [removed: 2020] [added: 2021] | | |

| Unsecured senior notes | | | 650,000 | | | November 2022 | | | 5.25% | | | 3.63% | | | [removed: 3.85%] [added: 3.79%] | | |

The estimated fair value of our long-term fixed-rate debt at December 31, [removed: 2020] [added: 2021] was [removed: $12.9] [added: $13.7] 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 fixed to floating interest rate swap agreements was estimated to be an asset of [removed: $18.8] [added: $7.7] million as of December 31, [removed: 2020,] [added: 2021,] based on the present value of expected future cash flows.

A hypothetical one percentage point decrease in interest rates at December 31, [removed: 2020] [added: 2021] would increase the fair value of our hedged and unhedged long-term fixed-rate debt by approximately [removed: $67.2] [added: $105.3] million and would increase the fair value of our fixed to floating interest rate swap agreements by approximately [removed: $11.8] [added: $5.0] million.

A hypothetical one percentage point increase in interest rates would increase our forecasted [removed: 2021] [added: 2022] interest expense by approximately [removed: $59.4] [added: $48.7] million, assuming no change in foreign currency exchange rates.

At December 31, [removed: 2020,] [added: 2021,] we maintained interest rate swap agreements on the following floating-rate debt instruments:

| Debt Instrument | | | Swap Notional as of December 31, [removed: 2020] [added: 2021] (In thousands) | | | Maturity | | | Debt Floating Rate | | | | | | All-in Swap Fixed Rate | | |

| *Celebrity Reflection* term loan | | | $ | [removed: 218,167] [added: 163,625] | | October 2024 | | | LIBOR plus | | | 0.40% | | | 2.85% | | |

| *Quantum of the Seas* term loan | | | [removed: 367,500] [added: 306,250] | | | October 2026 | | | LIBOR plus | | | 1.30% | | | 3.74% | | |

| *Anthem of the Seas* term loan | | | [removed: 392,708] [added: 332,292] | | | April 2027 | | | LIBOR plus | | | 1.30% | | | 3.86% | | |

| *Ovation of the Seas* term loan | | | [removed: 518,750] [added: 449,583] | | | April 2028 | | | LIBOR plus | | | 1.00% | | | 3.16% | | |

| *Harmony of the Seas* term loan (1) | | | [removed: 530,191] [added: 427,142] | | | May 2028 | | | EURIBOR plus | | | 1.15% | | | 2.26% | | |

| *Odyssey of the Seas* term loan(2) | | | [removed: 460,000] [added: 421,667] | | | October 2032 | | | LIBOR plus | | | [removed: 0.95%] [added: 0.96%] | | | [removed: 3.20%] [added: 3.21%] | | |

| *Odyssey of the Seas* term loan (2) | | | 191,667 | | | October 2032 | | | LIBOR plus | | | [removed: 0.95%] [added: 0.96%] | | | [removed: 2.83%] [added: 2.84%] | | |

Amount presented is based on the exchange rate as of December 31, [removed: 2020.][added: 2021.]

The effective dates of the [removed: $460.0] [added: $421.7] million and $191.7 million interest rate swap agreements are October 2020 and October 2022, respectively.

The [removed: anticipated] unsecured term loan for the financing of [removed: *Odyssey] [added: Odyssey] of the [removed: Seas*] [added: Seas] was [removed: initially expected to be] drawn [removed: in October 2020.][added: on March 2021.]

The fair value of our floating to fixed interest rate swap agreements was estimated to be a liability of [removed: $154.5] [added: $70.7] million as of December 31, [removed: 2020] [added: 2021] based on the present value of expected future cash flows.

The estimated fair value, as of December 31, [removed: 2020,] [added: 2021,] of our Euro-denominated forward contracts associated with our ship construction contracts was a liability of [removed: $70.9] [added: $122.5] million, based on the present value of expected future cash flows.

As of December 31, [removed: 2020,] [added: 2021,] the aggregate cost of our ships on order, not including ships on order by our Partner [removed: Brands and the Silversea Cruises ships that remain contingent upon final documentation and financing,] [added: Brands,] was approximately [removed: $14.2] [added: $12.4] billion, of which we had deposited [removed: $684.8] [added: $800.2] million as of such date.

Approximately [removed: 66.3% and 65.9%] [added: 59.0%] of the aggregate cost of the ships under construction was exposed to fluctuations in the Euro exchange rate at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

A hypothetical 10% strengthening of the Euro as of December 31, [removed: 2020,] [added: 2021,] assuming no changes in comparative interest rates, would result in a [removed: $941.2] [added: $730.4] 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: 2020,] [added: 2021,] we maintained [added: a] foreign currency forward [removed: contracts] [added: contract] and designated [removed: them] [added: it] as [removed: hedges] [added: a hedge] of a portion of our net investment in TUI Cruises of €245.0 million, or approximately [removed: $299.7] [added: $278.6] million based on the exchange rate at December 31, [removed: 2020.][added: 2021.]

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

[removed: As of December 31, 2019, we] [added: We] had designated debt as a hedge of our net investments primarily in TUI Cruises of approximately [removed: €319.0] [added: €97.0] million, or approximately [removed: $358.1 million.][added: $110.3 million, through December 31, 2021.]

We have included net gains of approximately [removed: $22.1] [added: $47.7] million and [removed: $96.8] [added: $22.1] 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

During [removed: 2020,] [added: 2021,] we maintained an average of approximately [removed: $364.0] [added: $483.2] million of these foreign currency forward contracts.

For the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] changes in the fair value of the foreign currency forward contracts resulted in gains (losses) of approximately [removed: $(19.0)] [added: $(30.9)] million, [removed: $1.4] [added: $(19.0)] million and [removed: $(62.4)] [added: $1.4] 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: $(1.5)] [added: $24.3] million, [removed: $0.4] [added: $(1.5)] million and [removed: $57.6] [added: $0.4] million, respectively.

Fuel cost, net of the financial impact of fuel swap agreements, as a percentage of our total revenues, was approximately [removed: 16.8%] [added: 25.1%] in [removed: 2020, 6.4%] [added: 2021, 16.8%] in [removed: 2019] [added: 2020] and [removed: 7.5%] [added: 6.4%] in [removed: 2018.][added: 2019.]

As of December 31, [removed: 2020,] [added: 2021,] we had fuel swap agreements to pay fixed prices for fuel with an aggregate notional amount of approximately [removed: $535.0] [added: $527.3] million, maturing through [removed: 2024.][added: 2023.]

The fuel swap agreements designated as hedges of projected fuel purchases represented [removed: 40% of our projected 2021 fuel requirements, 23%] [added: 54%] of our projected 2022 fuel requirements and [removed: 5%] [added: 15%] of our projected 2023 fuel requirements.

The [removed: current] [added: prior] suspension of [removed: the] [added: our] cruise operations due to the COVID-19 pandemic and our [removed: 2020 and expected 2021 ship disposals] [added: gradual resumption of cruise operations has] resulted in reductions to our forecasted fuel [removed: consumption.][added: purchases.]

As of December 31, [removed: 2020,] [added: 2021,] the Company had outstanding fuel swaps of [removed: 229,850 and 14,650] [added: 231,900] metric [removed: tons] [added: tons,] maturing in [removed: 2021 and] 2022, [removed: respectively,] that [removed: no longer] [added: do not] hedge forecasted fuel consumption.

The estimated fair value of our fuel swap agreements at December 31, [removed: 2020] [added: 2021] was estimated to be [removed: a liability] [added: an asset] of [removed: $88.0] [added: $40.3] million.

We estimate that a hypothetical 10% increase in our weighted-average fuel price from that experienced during the year ended December 31, [removed: 2020] [added: 2021] would increase our forecasted [removed: 2021] [added: 2022] fuel cost by approximately [removed: $15.0] [added: $50.0] million, net of the impact of fuel swap agreements.

| | | | $ | 650,000 | | | | | | | | | | | | | |

| | | | $ | 2,292,226 | | | | | | | | | | | | | |

This forward currency contract matures in April 2022.

Of these swaps, 115,950 metric tons relate to fuel swap agreements with discontinued hedge accounting, in which we effectively pay fixed prices for our fuel purchases and receive floating prices from the counterparty.

The remaining 115,950 tons relate to fuel swap agreements that were not designated as hedges since inception, in which we effectively pay floating prices for our fuel purchases and receive fixed prices from the counterparty.

| *Oasis of the Seas* term loan | | | $ | 35,000 | | October 2021 | | | 5.41% | | | 3.87% | | | 4.12% | | |

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

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

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

These forward currency contracts mature in October 2021.

We control and operate [removed: four] [added: three] global cruise brands: Royal Caribbean International, Celebrity [removed: Cruises, Azamara] [added: Cruises] and Silversea Cruises (collectively, our "Global 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: 137,930] [added: 140,855] berths as of December 31, [removed: 2020.][added: 2021.]

[removed: On January] [added: Effective March] 19, 2021, we [removed: announced that we entered into a definitive agreement to sell the Azamara] [added: sold our wholly-owned] brand, [added: Azamara Cruises ("Azamara"),] including its three-ship fleet and associated intellectual property, to Sycamore Partners for $201 [removed: million.][added: million, before closing adjustments.]

[removed: On and effective as of] [added: Beginning in] October [removed: 30,] 2020, [added: our ships home porting or calling in U.S. ports operated under a Framework for Conditional Sailing Order (“CSO”) issued by] the U.S. Centers for Disease Control and Prevention ("CDC") [removed: issued a Framework for Conditional Sailing Order (the “Conditional Order”)] that [removed: will conditionally permit] [added: permitted] cruise ship passenger operations in U.S. waters [removed: under] [added: subject to] certain conditions and [removed: using a phased approach.][added: safety protocols.]

*Management's Discussion and [removed: Analysis*] [added: Analysis] - [removed: *Critical] [added: Critical] Accounting [removed: Policies*] [added: Policies] and [added: Estimates* and] *Recent Developments: [removed: COVID-19*] [added: COVID-19,*] and Note 1.

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

*Financial [removed: Statements*] [added: Statements and Supplementary Data*] for further details on the impact of COVID-19 on our financial condition and results of operations.

Our Global Brands include Royal Caribbean International, Celebrity Cruises, [removed: Azamara,] and Silversea Cruises.

The itineraries of [added: our] Global Brands are subject to [added: the phased] resumption of our operations and local restrictions.

[removed: We believe that the quality of the Royal Caribbean] International brand allows it to achieve market coverage that is among the broadest of any of the major cruise brands in the cruise vacation industry.

Royal Caribbean International’s strategy is to attract an array of vacationing guests by offering a wide variety of itineraries to destinations worldwide, including Alaska, Asia, Australia, [added: the] Bahamas, Bermuda, Canada, the Caribbean, Europe, the Panama Canal and New Zealand, with cruise lengths [added: generally] ranging from [removed: two] [added: one] to [removed: 24] [added: 25] nights.

Royal Caribbean International operates [removed: 24] [added: 25] ships with an aggregate capacity of approximately [removed: 84,200] [added: 88,400] berths.

Additionally, as of December 31, [removed: 2020, Royal Caribbean International has six] [added: 2021, Celebrity Cruises had two] ships on order with an aggregate capacity of approximately [removed: 32,400] [added: 6,500] berths.

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

[removed: *Risk Factors*] [added: Risk Factors] for further discussion on the impact of COVID-19 on shipyard operations.

[removed: Celebrity] [added: Silversea] Cruises operates [removed: 14 ships] [added: ten ships,] with an aggregate capacity of approximately [removed: 29,220] [added: 3,950] berths, including the brand's newest [removed: ship *Celebrity Apex*,] [added: ship, *Silver Dawn*,] which was delivered in the [removed: first] [added: fourth] quarter of [removed: 2020.][added: 2021 and is expected to commence revenue generating voyages in the second quarter of 2022.]

Additionally, as of December 31, [removed: 2020, we have] [added: 2021, Silversea Cruises had] two ships on order with an aggregate capacity of approximately [removed: 6,500] [added: 1,460] berths.

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

In addition, [removed: 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.

Silversea [removed: Cruises, formed in the early 1990s,] [added: Cruise Holding Ltd. ("Silversea Cruises")] is [removed: positioned as] an ultra-luxury [added: and expedition] 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 Arctic with cruise itineraries generally ranging from [removed: six] [added: five] to [removed: 24] [added: 25] nights.

[removed: As of December 31, 2020, Silversea] [added: Celebrity] Cruises [removed: has three] [added: operates 14] ships [removed: on order] with an aggregate capacity of approximately [removed: 1,750] [added: 29,215] berths.

The [added: Evolution-class] ships are expected to be delivered in the [removed: fourth quarter of 2021, and in the first] [added: second] quarters of 2023 and 2024, respectively.

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 products tailored for German [removed: guests.]

TUI Cruises operates seven ships, with an aggregate capacity of approximately 17,700 [removed: berths as of December 31, 2020.][added: berths.]

Additionally, [added: as of December 31, 2021,] TUI Cruises [removed: has] [added: had] three ships on order with an aggregate capacity of approximately 11,100 berths, that are expected to be delivered in the second quarter of [removed: 2023,] [added: 2024,] the [removed: third] [added: fourth] quarter of 2024 and the [removed: first] [added: second] quarter of 2026, respectively.

Hapag-Lloyd Cruises operates two luxury liners and [removed: two] [added: three] smaller expedition ships, with an aggregate capacity of approximately [removed: 1,360 berths as of December 31, 2020.][added: 1,590 berths.]

Refer to Note [removed: 1*.][added: 7*.]

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

Refer to Note [removed: 8*.][added: 1.]

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

[removed: As part of the global effort to contain the spread of COVID-19, the] [added: The] Company and other industry participants voluntarily suspended operations in March [removed: 2020,] [added: of 2020 and gradually resumed operations in the second half of 2021,] resulting in a limited number of [added: operated] cruises [removed: being taken] in [removed: the past year.][added: 2020 and 2021.]

As a result, representative information of market penetration and other indicators are not [removed: available] [added: meaningful] for [removed: 2020.][added: 2020 and 2021.]

We believe this presents an opportunity for operational and financial recovery and long-term growth for the industry [removed: when] [added: as] it [removed: resumes] [added: continues to resume] operations.

The following table details industry market penetration rates for North America, Europe and Asia/Pacific for the five years prior to [removed: 2020] [added: the impact of COVID-19 in 2020,] computed based on the number of annual cruise guests as a percentage of the total population:

The 2020 suspension of global cruise operations as a result of COVID-19 [removed: does] [added: and the gradual resumption of operations in 2021 do] not allow for a meaningful comparison to prior years' information and as such the 2020 [added: and 2021] data has been excluded from this table.

As of December 31, [removed: 2019,] [added: 2021,] there were approximately [removed: 67] [added: 78] ships [added: on order] with an estimated [removed: 159,000] [added: 183,000] berths that [removed: were] [added: are] expected to be placed in service in the global cruise market through [removed: 2024,] [added: 2027,] not taking into account ships taken out of service or ordered during these periods.

[removed: We believe that, starting in 2020, cruise] [added: Cruise] ships in the industry were taken out of service at an accelerated rate and new ship orders were deferred due to global cruise operation restrictions [added: in 2020 and limited sailings in 2021] resulting from the COVID-19 pandemic.

Our principal competitors are Carnival Corporation & plc, which owns, among other brands, Aida Cruises, Carnival Cruise Line, Costa Cruises, Cunard Line, Holland America Line, P&O Cruises, Princess Cruises and Seabourn; Disney Cruise Line; MSC Cruises; [removed: and] Norwegian Cruise Line Holdings Ltd, which owns Norwegian Cruise Line, Oceania [removed: Cruises] [added: Cruises,] and Regent Seven Seas [removed: Cruises.][added: Cruises; and Virgin Voyages.]

The COVID-19 [removed: pandemic, related] [added: pandemic-related] restrictions and general economic conditions have significantly affected companies within the vacation market which may result in a changed competitive landscape [removed: by the time] [added: as] we [added: continue to] return to service.

We are one of the leading cruise companies in the world.

*Return to Healthy Sailing*

We have restarted our global cruise operations in a phased manner, following our voluntary suspension of global cruise operations that commenced in March of 2020 in response to the COVID-19 pandemic.

By the end of December 2021, we operated 50 of our Global and Partner Brand ships, representing over 85% of our capacity, and we have carried approximately 1.3 million guests since we resumed operations.

Our return to service efforts incorporate our enhanced health and safety protocols, and the requirements of regulatory agencies, which has resulted in reduced guest occupancy, modified itineraries and vaccination protocols.

We experienced service disruptions and cancelled several sailings in the first quarter of 2022 due to the impact from the Omicron variant ("Omicron").

Service disruptions have abated as COVID-19 cases have declined.

Despite the service disruptions and cancellations, we believe the overall trajectory of our return to service remains unchanged.

We expect that by the end of the first quarter of 2022, 53 out of 62 ships, including *Wonder of the Seas,* which was delivered in January 2022, will have been brought back to service.

Additionally, we expect that the rest of the fleet will return to operations before the summer season.

The brand competes in both the contemporary and premium segments of the cruise vacation industry and appeals to families with children of all ages, as well as both older and younger couples.

Royal Caribbean International offers cruises and land destinations that generally feature a casual ambiance, as well as a variety of activities and entertainment venues.

We believe that the quality of the Royal Caribbean

Additionally, as of December 31, 2021, Royal Caribbean International had five ships on order with an aggregate capacity of approximately 28,200 berths, which consisted of two Oasis-class ships and the first three ships of a new generation, known as the Icon-class ships.

The two Oasis-class ships include *Wonder of the Seas*, which was delivered in January of 2022, and our sixth Oasis-class ship, which is expected to be delivered in the second quarter of 2024.

The sale of Azamara does not represent a strategic shift that will have a major effect on our operations and financial results, as we continue to provide similar itineraries to and source passengers from the markets served by the Azamara business.

guests.

Hapag-Lloyd Cruises did not have any ships on order as of December 31, 2021.

The 2020 suspension of global cruise operations as a result of COVID-19 and the gradual resumption of operations in 2021 do not allow for a meaningful comparison to prior years' information and as such the 2020 and 2021 data has been excluded from this table.

We continue to prioritize operating strategies that support the return of our full fleet into operations, the delivery of memorable vacation experiences to our guests, the healthy and safe return of global cruising for guests, crew and the communities visited, and the enhancement of our financial results and liquidity.

We strive to execute these strategies in a socially and environmentally responsible manner, working with our various business and community partners as we build toward a more sustainable cruise industry.

- deliver outstanding vacation experiences to our guests;

- continue to deploy technology capabilities and advanced uses of data and analytics to deliver innovative customer experiences as well as to create operational efficiencies that enhance employee satisfaction; and

Environment, Sustainability and Health Committee of our board of directors and informed by a Maritime Advisory Board of experts.

Refer to the *Regulation - Safety and Security Regulations* section below for further information.

Refer to the *Regulation - CDC COVID-19 Program for Cruise Ships Operating in U.S. Waters* section below for further information.

We are focused on improving our cost structure to best position us during our recovery.

In the event we declare a dividend or engage in share repurchases, we will need to repay the amounts deferred under our export credit facilities.

We are focused on maintaining a strong liquidity position and a balanced debt maturity profile, while making progress on achieving an unsecured balance sheet, lowering interest expense, and reducing leverage.

Destination Net Zero is our decarbonization strategy that focuses on how to achieve net zero emissions by 2050 and assessing the feasibility of establishing Science-Based Targets.

Destination Net Zero’s four-pronged approach includes the modernization of our global brands fleet through the introduction of new energy-efficient and alternatively fueled vessels, continued investment in energy efficiency programs, development of alternative fuel and alternative power solutions, and optimized deployment and integration of strategic shore-based supply chains.

We are in the early stages of developing our roadmap to achieve these goals.

It is already clear that such a strategy will require new fuels that are not available today.

Risk Factors - “*Our sustainability activities, including environmental, social and governance (ESG) matters, could result in reputational risks, increased costs and other risks*” for a discussion of the risks associated with our environmental initiatives.

Refer to the *Regulation - Environmental Regulations* section below for further information.

During 2021, we sold the Azamara brand, which included three vessels: *Azamara Journey, Azamara Quest* and *Azamara Pursuit*.

We have developed new and attractive itineraries that have allowed us to resume our operations on a staggered basis and in consideration of local restrictions.

Technology also plays a critical role in the

For example, we continue to develop tools to enhance our guests' digital experience and grow onboard revenue, by making it easier for our guests to plan and maximize their next vacation through our apps.

Examples of the benefits available under our loyalty programs include, but are not limited to, priority ship embarkation, priority waitlist for shore excursions, complimentary laundry service,

We are a global cruise company.

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

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.

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.

Royal Caribbean International is positioned to compete in both the contemporary and premium segments of the cruise vacation industry.

The brand appeals to families with children of all ages, as well as both older and younger couples, providing cruises that generally feature a casual ambiance, as well as a variety of activities and entertainment venues.

Silversea Cruise Holding Ltd. ("Silversea Cruises") is an ultra-luxury and expedition cruise line.

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.

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.

On June 30, 2020, TUIC acquired Hapag-Lloyd Cruises, a luxury and expedition brand for German-speaking guests, from TUI AG for approximately €1.2 billion, or $1.3 billion, as of the purchase date.

General* and Note 8*.

*Pullmantur*

Pullmantur 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.

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.

*Financial Statements and Supplementary Data* for further information regarding Pullmantur's reorganization filing and its impact to the Company.

While our cruise operations remain suspended, we have and will continue to prioritize those operating strategies that reduce our capital and operating expenditures, enhance our liquidity and support the healthy and safe return to cruising globally for guests, crew and the communities visited, including for some time after we resume cruise operations.

- continue to integrate digital technological capabilities, data analytics and artificial intelligence into our operations to service customer preferences and expectations in an innovative manner, create efficiencies and enhance employee satisfaction, and

We have taken significant actions to reduce operating and capital expenses during the suspension of our global cruise operations.

We are focused on maintaining a strong liquidity position, a balanced debt maturity profile, and returning to investment grade credit metrics.

We support the equal representation of women in all levels.

Historically, our focus has been to primarily source guests for our Global Brands from North America.

We have undertaken measures to mitigate the financial and operational impacts of COVID-19, such as the reduction of our capital expenditures by delaying or deferring newbuild deliveries and the modernization of our ships.

The expected capital expenditures for 2021 are $2.1 billion and are mostly related to newbuild projects which have committed financing.

As previously reported, two lawsuits were filed against [removed: Royal Caribbean Cruises Ltd.] [added: us] in August 2019 in the U.S. District Court for the Southern District of Florida [added: (the "Court")] under Title III of the Cuban Liberty and Democratic Solidarity Act, also known as the Helms-Burton Act.

The complaint filed by Havana Docks Corporation ("Havana Docks Action") alleges it holds an interest in the Havana Cruise Port [removed: Terminal] [added: Terminal,] and the complaint filed by Javier Garcia-Bengochea (the "Port of Santiago Action") alleges that he holds an interest in the Port of Santiago, Cuba, both of which were expropriated by the Cuban [removed: Government.][added: government.]

The complaints further allege that [removed: Royal Caribbean Cruises Ltd.] [added: we] trafficked in those properties by embarking and disembarking passengers at these facilities.

[removed: However, the] [added: The] outcome of litigation is inherently unpredictable and subject to significant uncertainties, and there can be no assurances that the final outcome of [removed: this] [added: either] case will not be material.

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

In the Havana Docks Action, we and the plaintiff have filed motions for summary judgment, which were heard by the Court in January 2022.

The Havana Docks Action is scheduled for trial on May 23, 2022.

The Court dismissed the Port of Santiago Action with prejudice on the basis that the plaintiff lacked standing, and the plaintiff’s appeal of the dismissal is awaiting a decision by the appellate court.

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.

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

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.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

The aggregate market value of the registrant's common stock at June 30, [removed: 2020] [added: 2021] (based upon the closing sale price of the common stock on the New York Stock Exchange on June 30, [removed: 2020)] [added: 2021)] held by those persons deemed by the registrant to be non-affiliates was approximately [removed: $10.5] [added: $21.7] 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: 2020] [added: 2021] have been excluded from this number in that these persons may be deemed affiliates of the registrant.

There were [removed: 237,535,138] [added: 255,002,771] shares of common stock outstanding as of February [removed: 22, 2021.][added: 24, 2022.]

Portions of the registrant's Definitive Proxy Statement relating to its [removed: 2021] [added: 2022] 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.

| [removed: [Item 1.](#ib3ef9d7d8765493eb688455aa2a11efd_13)] [added: Item 1.] | | | | | | [removed: [Business](#ib3ef9d7d8765493eb688455aa2a11efd_13)] [added: Business] | | | | | | [removed: [2](#ib3ef9d7d8765493eb688455aa2a11efd_13)] [added: [2](#ibb07f49b770f40548ef4cf4cd2631f43_2034)] | | |

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| [Item [removed: 11.](#ib3ef9d7d8765493eb688455aa2a11efd_109)] [added: 11.](#ibb07f49b770f40548ef4cf4cd2631f43_109)] | | | | | | [Executive [removed: Compensation](#ib3ef9d7d8765493eb688455aa2a11efd_109)] [added: Compensation](#ibb07f49b770f40548ef4cf4cd2631f43_109)] | | | | | | [removed: [74](#ib3ef9d7d8765493eb688455aa2a11efd_109)] [added: [56](#ibb07f49b770f40548ef4cf4cd2631f43_109)] | | |

| [Item [removed: 12.](#ib3ef9d7d8765493eb688455aa2a11efd_109)] [added: 12.](#ibb07f49b770f40548ef4cf4cd2631f43_109)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ib3ef9d7d8765493eb688455aa2a11efd_109)] [added: Matters](#ibb07f49b770f40548ef4cf4cd2631f43_109)] | | | | | | [removed: [74](#ib3ef9d7d8765493eb688455aa2a11efd_109)] [added: [56](#ibb07f49b770f40548ef4cf4cd2631f43_109)] | | |

| [Item [removed: 13.](#ib3ef9d7d8765493eb688455aa2a11efd_109)] [added: 13.](#ibb07f49b770f40548ef4cf4cd2631f43_109)] | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ib3ef9d7d8765493eb688455aa2a11efd_109)] [added: Independence](#ibb07f49b770f40548ef4cf4cd2631f43_109)] | | | | | | [removed: [74](#ib3ef9d7d8765493eb688455aa2a11efd_109)] [added: [56](#ibb07f49b770f40548ef4cf4cd2631f43_109)] | | |

| [Item [removed: 14.](#ib3ef9d7d8765493eb688455aa2a11efd_109)] [added: 14.](#ibb07f49b770f40548ef4cf4cd2631f43_109)] | | | | | | [Principal Accounting Fees and [removed: Services](#ib3ef9d7d8765493eb688455aa2a11efd_109)] [added: Services](#ibb07f49b770f40548ef4cf4cd2631f43_109)] | | | | | | [removed: [74](#ib3ef9d7d8765493eb688455aa2a11efd_109)] [added: [56](#ibb07f49b770f40548ef4cf4cd2631f43_109)] | | |

| [PART [removed: IV](#ib3ef9d7d8765493eb688455aa2a11efd_112)] [added: IV](#ibb07f49b770f40548ef4cf4cd2631f43_112)] | | | | | | | | | | | | | | |

| [Item [removed: 15.](#ib3ef9d7d8765493eb688455aa2a11efd_115)] [added: 15.](#ibb07f49b770f40548ef4cf4cd2631f43_115)] | | | | | | [Exhibits, Financial Statement [removed: Schedules](#ib3ef9d7d8765493eb688455aa2a11efd_115)] [added: Schedules](#ibb07f49b770f40548ef4cf4cd2631f43_115)] | | | | | | [removed: [75](#ib3ef9d7d8765493eb688455aa2a11efd_115)] [added: [57](#ibb07f49b770f40548ef4cf4cd2631f43_115)] | | |

| [Item [removed: 16.](#ib3ef9d7d8765493eb688455aa2a11efd_118)] [added: 16.](#ibb07f49b770f40548ef4cf4cd2631f43_118)] | | | | | | [Form 10-K [removed: Summary](#ib3ef9d7d8765493eb688455aa2a11efd_118)] [added: Summary](#ibb07f49b770f40548ef4cf4cd2631f43_118)] | | | | | | [removed: [85](#ib3ef9d7d8765493eb688455aa2a11efd_118)] [added: [72](#ibb07f49b770f40548ef4cf4cd2631f43_118)] | | |

| [removed: [Signatures](#ib3ef9d7d8765493eb688455aa2a11efd_121)] [added: [Signatures](#ibb07f49b770f40548ef4cf4cd2631f43_121)] | | | | | | | | | | | | [removed: [85](#ib3ef9d7d8765493eb688455aa2a11efd_121)] [added: [73](#ibb07f49b770f40548ef4cf4cd2631f43_121)] | | |

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

| [PART I](#ibb07f49b770f40548ef4cf4cd2631f43_10) | | | | | | | | | | | | | | |

| [PART II](#ibb07f49b770f40548ef4cf4cd2631f43_31) | | | | | | | | | | | | | | |

| [Item 6.](#ibb07f49b770f40548ef4cf4cd2631f43_37) | | | | | | [Reserved](#ibb07f49b770f40548ef4cf4cd2631f43_37) | | | | | | [28](#ibb07f49b770f40548ef4cf4cd2631f43_37) | | |

| [Item 9C.](#ibb07f49b770f40548ef4cf4cd2631f43_2216) | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevents Inspections](#ibb07f49b770f40548ef4cf4cd2631f43_2216) | | | | | | [55](#ibb07f49b770f40548ef4cf4cd2631f43_2216) | | |

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

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

| [Item 6.](#ib3ef9d7d8765493eb688455aa2a11efd_37) | | | | | | [Selected Financial Data](#ib3ef9d7d8765493eb688455aa2a11efd_37) | | | | | | [44](#ib3ef9d7d8765493eb688455aa2a11efd_37) | | |

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

As of February [removed: 22, 2021,] [added: 24, 2022,] there were [removed: 1,296] [added: approximately 1,267] record holders of our common stock.

Refer to Note [removed: 12.][added: 10*.]

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

There were no repurchases of common stock during the [removed: quarter] [added: year] ended December 31, [removed: 2020.][added: 2021.]

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: 2015] [added: 2016] to December 31, [removed: 2020.][added: 2021.]

[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: 2015] [added: 2016] and that all dividends were reinvested.

Accordingly, we have not declared a dividend since the first quarter of 2020.

| | | | | | | 12/16 | | | 12/17 | | | | | | 12/18 | | | | | | 12/19 | | | | | | 12/20 | | | | | | 12/21 | | |

| Royal Caribbean Cruises Ltd. | | | | | | 100.00 | | | 148.23 | | | | | | 124.30 | | | | | | 173.97 | | | | | | 98.48 | | | | | | 101.39 | | |

| S&P 500 | | | | | | 100.00 | | | 121.83 | | | | | | 116.49 | | | | | | 153.17 | | | | | | 181.35 | | | | | | 233.41 | | |

| Dow Jones U.S. Travel & Leisure | | | | | | 100.00 | | | 123.81 | | | | | | 116.89 | | | | | | 144.87 | | | | | | 147.40 | | | | | | 164.33 | | |

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

| | | | | | | 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 | | |

Not applicable.

The selected consolidated financial data presented below for the years ended December 31, 2016 through December 31, 2020 and as of the end of each such year, except for Adjusted Net (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.

*Management's Discussion and Analysis of Financial Condition and Results of Operations*.

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

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

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2020 | | | | | | 2019 | | | | | | 2018 (1) | | | | | | 2017 | | | | | | 2016 | | |

| | | | (in thousands, except per share data) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Operating Data: (2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total revenues | | | $ | 2,208,805 | | | | | $ | 10,950,661 | | | | | $ | 9,493,849 | | | | | $ | 8,777,845 | | | | | $ | 8,496,401 | |

| Operating (Loss) Income | | | $ | (4,601,557) | | | | | $ | 2,082,701 | | | | | $ | 1,894,801 | | | | | $ | 1,744,056 | | | | | $ | 1,477,205 | |

| Net (Loss) Income (3) | | | $ | (5,775,130) | | | | | $ | 1,907,600 | | | | | $ | 1,815,792 | | | | | $ | 1,625,133 | | | | | $ | 1,283,388 | |

| Net (Loss) Income attributable to Royal Caribbean Cruises Ltd. | | | $ | (5,797,462) | | | | | $ | 1,878,887 | | | | | $ | 1,811,042 | | | | | $ | 1,625,133 | | | | | $ | 1,283,388 | |

| Adjusted Net (Loss) Income attributable to Royal Caribbean Ltd. (4) | | | $ | (3,924,579) | | | | | $ | 2,002,847 | | | | | $ | 1,873,363 | | | | | $ | 1,625,133 | | | | | $ | 1,314,689 | |

| Per Share Data—Basic: (2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net (Loss) Income attributable to Royal Caribbean Cruises Ltd. | | | $ | (27.05) | | | | | $ | 8.97 | | | | | $ | 8.60 | | | | | $ | 7.57 | | | | | $ | 5.96 | |

| Adjusted Net (Loss) Income attributable to Royal Caribbean Cruises Ltd. | | | $ | (18.31) | | | | | $ | 9.56 | | | | | $ | 8.90 | | | | | $ | 7.57 | | | | | $ | 6.10 | |

| Weighted-average shares | | | 214,335 | | | | | | 209,405 | | | | | | 210,570 | | | | | | 214,617 | | | | | | 215,393 | | |

| Per Share Data—Diluted: (2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net (Loss) Income attributable to Royal Caribbean Cruises Ltd. | | | $ | (27.05) | | | | | $ | 8.95 | | | | | $ | 8.56 | | | | | $ | 7.53 | | | | | $ | 5.93 | |

| Adjusted Net (loss) Income attributable to Royal Caribbean Cruises Ltd. | | | $ | (18.31) | | | | | $ | 9.54 | | | | | $ | 8.86 | | | | | $ | 7.53 | | | | | $ | 6.08 | |

| Weighted-average shares and potentially dilutive shares | | | 214,335 | | | | | | 209,930 | | | | | | 211,554 | | | | | | 215,694 | | | | | | 216,316 | | |

| Dividends declared per common share | | | $ | 0.78 | | | | | $ | 2.96 | | | | | $ | 2.16 | | | | | $ | 1.71 | | | | | $ | 1.35 | |

| Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total assets (5) (6) | | | $ | 32,465,187 | | | | | $ | 30,320,284 | | | | | $ | 27,698,270 | | | | | $ | 22,360,926 | | | | | $ | 22,310,324 | |

| Total debt, including commercial paper and capital leases | | | $ | 19,329,043 | | | | | $ | 11,034,876 | | | | | $ | 10,777,699 | | | | | $ | 7,539,451 | | | | | $ | 9,387,436 | |

| Common stock | | | $ | 2,652 | | | | | $ | 2,365 | | | | | $ | 2,358 | | | | | $ | 2,352 | | | | | $ | 2,346 | |

| Total shareholders' equity | | | $ | 8,760,669 | | | | | $ | 12,163,846 | | | | | $ | 11,105,461 | | | | | $ | 10,702,303 | | | | | $ | 9,121,412 | |

___________________________________________________________________

(1)On July 31, 2018, we acquired a 66.7% equity stake in Silversea Cruise Holding Ltd ("Silversea Cruises").

Refer to Note 1*.

General*, Note 3.

*Business Combinations* and Note 11*.

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

*Financial Statements and Supplementary Data* for information on the Silversea Cruises acquisition.

(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.

(3)Amount for 2017 includes a gain of $30.9 million related to the sale of *Legend of the Seas*.

(4)For 2020, 2019 and 2018, refer to *Financial Presentation* and *Results of Operations* under Item 7.

*Management's Discussion and Analysis of Financial Condition and Results of Operations* for the definition of Adjusted Net Income and a reconciliation of Adjusted Net Income to Net income.

(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.

(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.

Our Consolidated Financial Statements [removed: and Quarterly Selected Financial Data] are included beginning on page F-1 of this report.

Our management, with the participation of our [removed: Chairman] [added: President] and Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e), as of the end of the period covered by this report.

Based upon such evaluation, our [removed: Chairman] [added: President] and Chief Executive Officer and Chief Financial Officer concluded that those controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our [removed: Chairman] [added: President] and Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission's (the "SEC") rules and forms.

Our management, with the participation of our [removed: Chairman] [added: President] and Chief Executive Officer and our Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the *Internal Control-Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] 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: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART III

Items 10, 11, 12, 13 and 14.

Directors, Executive Officers and Corporate Governance; Executive Compensation; Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters; Certain Relationships and Related Transactions; and Director Independence and Principal Accountant Fees and Services.

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 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.

Please refer to the following sections in the Proxy Statement for more information: "*Corporate Governance*"; "*Proposal 1—Election of Directors*"; "*Certain Relationships and Related Person Transactions*"; *"Section 16(a) Beneficial Ownership Reporting Compliance"*; *"Executive Compensation"*; *"Security Ownership of Certain Beneficial Owners and Management"*; and "*Proposal 3—Ratification of Principal Independent Registered Public Accounting Firm."* Copies of the Proxy Statement will become available when filed through our Investor Relations website at www.rclcorporate.com (please see "Financial Reports" under "Financial Information"); by contacting our Investor Relations department at 1050 Caribbean Way, Miami, Florida 33132—telephone (305) 982-2625; or by visiting the SEC's website at www.sec.gov.

We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, including our executive officers, and our directors.

A copy of the Code of Business Conduct and Ethics is posted in the corporate governance section of our website at www.rclcorporate.com and is available in print, without charge, to shareholders upon written request to our Corporate Secretary at Royal Caribbean Cruises, Ltd., 1050 Caribbean Way, Miami, Florida 33132.

Any amendments to the code or any waivers from any provisions of the code granted to executive officers or directors will be promptly disclosed to investors by posting on our website at www.rclcorporate.com.

None of the websites referenced in this Annual Report on Form 10-K or the information contained therein is incorporated herein by reference.

PART IV

Not applicable.

PART III

Items 10, 11, 12, 13 and 14.

Directors, Executive Officers and Corporate Governance; Executive Compensation; Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters; Certain Relationships and Related Transactions; and Director Independence and Principal Accountant Fees and Services.

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 2022 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.

Please refer to the following sections in the Proxy Statement for more information: "*Corporate Governance*"; "*Proposal 1—Election of Directors*"; "*Certain Relationships and Related Person Transactions*"; *"Delinquent Section 16(a) Reports"*; *"Executive Compensation"*; *"Security Ownership of Certain Beneficial Owners and Management"*; and "*Proposal 3—Ratification of Principal Independent Registered Public Accounting Firm."* Copies of the Proxy Statement will become available when filed through our Investor Relations website at www.rclcorporate.com (please see "Financial Reports" under "Financial Information"); by contacting our Investor Relations department at 1050 Caribbean Way, Miami, Florida 33132—telephone (305) 982-2625; or by visiting the SEC's website at www.sec.gov.

We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, including our executive officers, and our directors.

A copy of the Code of Business Conduct and Ethics is posted in the corporate governance section of our website at www.rclcorporate.com and is available in print, without charge, to shareholders upon written request to our Corporate Secretary at Royal Caribbean Cruises, Ltd., 1050 Caribbean Way, Miami, Florida 33132.

Any amendments to the code or any waivers from any provisions of the code granted to executive officers or directors will be promptly disclosed to investors by posting on our website at www.rclcorporate.com.

None of the websites referenced in this Annual Report on Form 10-K or the information contained therein is incorporated herein by reference.

PART IV

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

| 3.2 | | | | | | [Amended and Restated By-Laws of the Company, as [removed: amended](http://www.sec.gov/Archives/edgar/data/884887/000088488718000091/exh31form8k20181204.htm)] [added: amended](http://www.sec.gov/Archives/edgar/data/0000884887/000110465922020517/tm226255d1_ex3-1.htm)] | | | | | | 8-K | | | | | | 3.1 | | | | | | [removed: 12/6/2018] [added: 2/11/2022] | | |

| [removed: 4.10] [added: 4.7] | | | | | | [Description of the [removed: Company's Securities*](https://www.sec.gov/Archives/edgar/data/884887/000088488721000006/a2020q4exhibit410.htm)] [added: Company's](http://www.sec.gov/Archives/edgar/data/884887/000088488721000006/a2020q4exhibit410.htm) [Securities](http://www.sec.gov/Archives/edgar/data/884887/000088488721000006/a2020q4exhibit410.htm)] | | | | | | [added: 10-K] | | | | | | [added: 4.10] | | | | | | [added: 12/31/2020] | | |

| [removed: 4.11] [added: 4.8] | | | | | | [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 [removed: 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, [added: 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 | | |

| [removed: 4.12] [added: 4.9] | | | | | | [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 | | |

| [removed: 4.13] [added: 4.10] | | | | | | [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 | | |

| [removed: 4.14] [added: 4.11] | | | | | | [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 | | |

| [removed: 10.4] [added: 10.83] | | | | | | [Amendment [removed: No. 1] to the Amended and Restated Credit Agreement, dated as of [removed: May 24, 2019,] [added: February 12, 2021,] among the Company, the various financial institutions party thereto and [removed: Nordea] [added: The] Bank [removed: ABP,] [added: of Nova Scotia] as administrative [removed: agent](http://www.sec.gov/Archives/edgar/data/884887/000088488719000042/a2019q2exhibit103.htm)] [added: agent](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921025274/tm217061d1_ex10-2.htm)] | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | [removed: 10.3] [added: 10.2] | | | | | | [removed: 7/25/2019] [added: 2/18/2021] | | |

| [removed: 10.5] [added: 10.109] | | | | | | [removed: [Amendment to the] [added: [Amended and Restated] Credit Agreement, dated [removed: as of October 12, 2017,] [added: March 30, 2021,] by and among the Company, the various financial institutions as are or shall [removed: become] [added: be] parties thereto and Nordea Bank AB [removed: (PUBL),] [added: (PUBL)] New York branch, as administrative agent for the lender [removed: parties](http://www.sec.gov/Archives/edgar/data/884887/000110465917062535/a17-24009_1ex10d3.htm)] [added: parties](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921045601/tm2111279d1_ex10-3.htm)] | | | | | | 8-K | | | | | | 10.3 | | | | | | [removed: 10/17/2017] [added: 4/1/2021] | | |

| [removed: 10.6] [added: 10.4] | | | | | | [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] [added: 10.5] | | | | | | [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] [added: 10.6] | | | | | | [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] [added: 10.7] | | | | | | [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] [added: 10.8] | | | | | | [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] [added: 10.9] | | | | | | [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] [added: 10.10] | | | | | | [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] [added: 10.11] | | | | | | [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] [added: 10.12] | | | | | | [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] [added: 10.13] | | | | | | [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] [added: 10.14] | | | | | | [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] [added: 10.15] | | | | | | [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] [added: 10.16] | | | | | | [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] [added: 10.17] | | | | | | [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] [added: 10.18] | | | | | | [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] [added: 10.19] | | | | | | [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] [added: 10.20] | | | | | | [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] [added: 10.21] | | | | | | [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] [added: 10.22] | | | | | | [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] [added: 10.23] | | | | | | [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: 10.26] [added: 10.24] | | | | | | [Novation Agreement, dated as of July 24, 2017, between Houatorris 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_3.htm) | | | | | | 8-K | | | | | | 10.3 | | | | | | 7/28/2017 | | |

| [removed: 10.27] [added: 10.25] | | | | | | [Novation Agreement, dated as of December 13, 2019, between Palmeraie Finance Limited, Royal Caribbean Cruises Ltd., Citibank Europe Plc, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch HSBC France, Banco Santander S.A., Banco Bilbao Vizcaya Argentaria S.A., Paris Branch, BNP Paribas SA, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch, Société Générale, Unicredit Bank AG and the banks and financial institutions as lender parties thereto](http://www.sec.gov/Archives/edgar/data/884887/000110465919073886/tm1926395d1_ex10-1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 12/18/2019 | | |

| [removed: 10.28] [added: 10.26] | | | | | | [Icon 1 Hull No. S-1400 Credit Agreement, dated as of October 11, 2017, between Royal Caribbean Cruises Ltd., as the Borrower, the Lenders from time to time party thereto, KfW IPEX-Bank GmbH, as Hermes Agent, Facility Agent, Documentation Agent and Initial Mandated Lead Arranger and BNP Paribas Fortis SA/NV as Finnvera Agent](http://www.sec.gov/Archives/edgar/data/884887/000110465917062535/a17-24009_1ex10d1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 10/17/2017 | | |

| [removed: 10.29] [added: 10.27] | | | | | | [Amendment No. 1 to Icon 1 Hull No. S-1400 Credit Agreement, dated as of July 3, 2018, between Royal Caribbean Cruises Ltd., as the Borrower, the Lenders from time to time party thereto, KfW IPEX-Bank GmbH, as Hermes Agent, Facility Agent, Documentation Agent and Initial Mandated Lead Arranger and BNP Paribas Fortis SA/NV as Finnvera Agent](http://www.sec.gov/Archives/edgar/data/884887/000088488718000079/rcl-630x2018xexhibit1011.htm) | | | | | | 10-Q | | | | | | 10.11 | | | | | | 6/30/2018 | | |

| [removed: 10.30] [added: 10.28] | | | | | | [Icon 2 Hull No. S-1401 Credit Agreement, dated as of October 11, 2017, between Royal Caribbean Cruises Ltd., as the Borrower, the Lenders from time to time party thereto, KfW IPEX-Bank GmbH, as Hermes Agent, Facility Agent, Documentation Agent and Initial Mandated Lead Arranger and BNP Paribas Fortis SA/NV as Finnvera Agent](http://www.sec.gov/Archives/edgar/data/884887/000110465917062535/a17-24009_1ex10d2.htm) | | | | | | 8-K | | | | | | 10.2 | | | | | | 10/17/2017 | | |

| [removed: 10.31] [added: 10.29] | | | | | | [Amendment No. 1 to Icon 2 Hull No. S-1401 Credit Agreement, dated as of July 3, 2018, between Royal Caribbean Cruises Ltd., as the Borrower, the Lenders from time to time party thereto, KfW IPEX-Bank GmbH, as Hermes Agent, Facility Agent, Documentation Agent and Initial Mandated Lead Arranger and BNP Paribas Fortis SA/NV as Finnvera Agent](http://www.sec.gov/Archives/edgar/data/884887/000088488718000079/rcl-6302018xexhibit1012.htm) | | | | | | 10-Q | | | | | | 10.12 | | | | | | 6/30/2018 | | |

| [removed: 10.32] [added: 10.30] | | | | | | [Icon 3 Hull No. 1402 Credit Agreement, dated as of December 18, 2019, between Royal Caribbean Cruises Ltd., as the Borrower, KfW IPEX-Bank GmbH, as Facility Agent CIRR Agent, Documentation Agent, Hermes Agent, Initial [removed: Man](http://www.sec.gov/Archives/edgar/data/884887/000110465919075059/tm1926679d1_ex10-1.htm)[dated] [added: Mandated] Lead Arranger and Sole Bookrunner, and the Lenders and Residual Risk Guarantors from time to time party thereto](http://www.sec.gov/Archives/edgar/data/884887/000110465919075059/tm1926679d1_ex10-1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 12/20/2019 | | |

| [removed: 10.33] [added: 10.31] | | | | | | [Loan Agreement, dated as of June 29, 2018, among Royal Caribbean Cruises Ltd., as the Borrower, the Lenders from time to time party thereto, and JP Morgan Chase Bank, N.A. as Administrative Agent and Bank of America, N.A., Citigroup Global Markets Limited, Goldman Sachs Bank USA and Morgan Stanley Senior Funding,Inc. as Co-Syndication Agents](http://www.sec.gov/Archives/edgar/data/884887/000110465918044035/a18-16360_1ex10d1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 7/5/2018 | | |

| [removed: 10.34] [added: 10.32] | | | | | | [Loan Agreement, dated as of April 5, 2019, among Royal Caribbean Cruises Ltd., as the Borrower, the Lenders from time to time party thereto, Bank of America, N.A. as Administrative Agent and Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia, Wells Fargo Bank, National Association and DNB Markets Inc. as Co-Syndication Agents](http://www.sec.gov/Archives/edgar/data/884887/000110465919020672/a19-8049_1ex10d2.htm) | | | | | | 8-K | | | | | | 10.2 | | | | | | 4/10/2019 | | |

| [removed: 10.35] [added: 10.33] | | | | | | [Commercial Paper Dealer Agreement, dated June 14, 2018, between Royal Caribbean Cruises Ltd., as issuer, and the dealer party thereto](http://www.sec.gov/Archives/edgar/data/884887/000088488718000065/exh101form8k20180614cp.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 6/18/2018 | | |

| [removed: 10.36] [added: 10.34] | | | | | | [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 | | |

| 4.12 | | | | | | [Indenture, dated March 29, 2021, among 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/0000884887/000110465921043963/tm2111279d2_ex4-1.htm) | | | | | | 8-K | | | | | | 4.1 | | | | | | 3/30/2021 | | |

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

| 4.13 | | | | | | [Indenture, dated June 24, 2021, among the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, principal paying agent, transfer agent and registrar](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921085119/tm2120589d1_ex4-1.htm) | | | | | | 8-K | | | | | | 4.1 | | | | | | 6/24/2021 | | |

| 4.14 | | | | | | [Indenture, dated August 19, 2021, among the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, principal paying agent, transfer agent and registrar](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921107769/tm2125482d1_ex4-1.htm) | | | | | | 8-K | | | | | | 4.1 | | | | | | 8/19/2021 | | |

| 4.15 | | | | | | [Indenture, dated January 7, 2022, among the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, principal paying agent, transfer agent and registrar](http://www.sec.gov/Archives/edgar/data/0000884887/000110465922002337/tm222106d1_ex4-1.htm) | | | | | | 8-K | | | | | | 4.1 | | | | | | 1/7/2022 | | |

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

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

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

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

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

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

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

| 10.85 | | | | | | [Amendment No. 2 in connection with the Credit Agreement in respect of Icon 1—Hull 1400, dated as of February 15, 2021, between the Company, the lenders party thereto, KfW IPEX-Bank GmbH, as Hermes agent and facility agent, BNP Paribas Fortis SA/NV as Finnvera agent, the banks and financial institutions listed therein as initial mandated lead arranger, other mandated lead arrangers or lead arrangers and the banks and financial institutions listed therein as lenders](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921025274/tm217061d1_ex10-4.htm) | | | | | | 8-K | | | | | | 10.4 | | | | | | 2/18/2021 | | |

| 10.86 | | | | | | [Amendment No. 2 in connection with the Credit Agreement in respect of Icon 2—Hull 1401, dated as of February 15, 2021, between the Company, the lenders party thereto, KfW IPEX-Bank GmbH, as Hermes agent and facility agent, BNP Paribas Fortis SA/NV as Finnvera agent, the banks and financial institutions listed therein as initial mandated lead arranger, other mandated lead arrangers or lead arrangers and the banks and financial institutions listed therein as lenders](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921025274/tm217061d1_ex10-5.htm) | | | | | | 8-K | | | | | | 10.5 | | | | | | 2/18/2021 | | |

| 10.87 | | | | | | [Amendment No. 1 in connection with the Credit Agreement in respect of Icon 3—Hull 1402, dated as of February 15, 2021, between the Company, the lenders party thereto, KfW IPEX-Bank GmbH, as Hermes agent, facility agent, initial mandated lead arranger and sole book runner and the banks and financial institutions listed therein as lenders and residual risk guarantors](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921025274/tm217061d1_ex10-6.htm) | | | | | | 8-K | | | | | | 10.6 | | | | | | 2/18/2021 | | |

| 10.88 | | | | | | [Amendment No. 5 in connection with the Credit Agreement in respect of “CELEBRITY ECLIPSE” – Hull S-677, dated as of February 17, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 2/23/2021 | | |

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

| 10.89 | | | | | | [Amendment No. 5 in connection with the Credit Agreement in respect of “CELEBRITY EQUINOX” – Hull S-676, dated as of February 17, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-2.htm) | | | | | | 8-K | | | | | | 10.2 | | | | | | 2/23/2021 | | |

| 10.90 | | | | | | [Amendment No. 5 in connection with the Credit Agreement in respect of “CELEBRITY REFLECTION” – Hull S-691, dated as of February 17, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders](https://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-3.htm) | | | | | | 8-K | | | | | | 10.3 | | | | | | 2/23/2021 | | |

| 10.91 | | | | | | [Amendment No. 5 in connection with the Credit Agreement in respect of “CELEBRITY SILHOUETTE” – Hull S-679, dated as of February 17, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-4.htm) | | | | | | 8-K | | | | | | 10.4 | | | | | | 2/23/2021 | | |

| 10.92 | | | | | | [Amendment No. 5 in connection with the Credit Agreement in respect of “ODYSSEY OF THE SEAS” – Hull S-713, dated as of February 18, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-5.htm) | | | | | | 8-K | | | | | | 10.5 | | | | | | 2/23/2021 | | |

| 10.93 | | | | | | [Amendment No. 5 in connection with the Credit Agreement in respect of “CELEBRITY SOLSTICE” – Hull S-675, dated as of February 18, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-6.htm) | | | | | | 8-K | | | | | | 10.6 | | | | | | 2/23/2021 | | |

| 10.94 | | | | | | [Amendment No. 5 in connection with the Credit Agreement in respect of “SPECTRUM OF THE SEAS” – Hull S-700, dated as of February 17, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-7.htm) | | | | | | 8-K | | | | | | 10.7 | | | | | | 2/23/2021 | | |

| 10.95 | | | | | | [Amendment No. 8 in connection with the Credit Agreement in respect of “ANTHEM OF THE SEAS” – Hull S-698, dated as of February 18, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-8.htm) | | | | | | 8-K | | | | | | 10.8 | | | | | | 2/23/2021 | | |

| 10.96 | | | | | | [Amendment No. 8 in connection with the Credit Agreement in respect of “QUANTUM OF THE SEAS” – Hull S-697, dated as of February 18, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-9.htm) | | | | | | 8-K | | | | | | 10.9 | | | | | | 2/23/2021 | | |

| 10.97 | | | | | | [Amendment No. 5 in connection with the Credit Agreement in respect of “OVATION OF THE SEAS” – Hull S-699, dated as of February 18, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-10.htm) | | | | | | 8-K | | | | | | 10.10 | | | | | | 2/23/2021 | | |

| 10.98 | | | | | | [Amendment Agreement in connection with the Credit Agreement in respect of “CELEBRITY EDGE” (ex. Hull J34), dated as of February 18, 2021 between Royal Caribbean Cruises Ltd., Citibank N.A., London Branch as global coordinator, SMBC Bank International plc as ECA agent, Citibank Europe plc, UK Branch, as facility agent, the banks and financial institutions listed therein as the mandated lead arrangers and the banks and financial institutions listed as lenders party thereto](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-11.htm) | | | | | | 8-K | | | | | | 10.11 | | | | | | 2/23/2021 | | |

| 10.99 | | | | | | [Amendment Agreement in connection with the Credit Agreement in respect of “CELEBRITY APEX” (ex. Hull K34), dated as of February 18, 2021 between Royal Caribbean Cruises Ltd., Citibank N.A., London Branch as global coordinator, SMBC Bank International plc as ECA agent, Citibank Europe plc, UK Branch, as facility agent, the banks and financial institutions listed therein as the mandated lead arrangers and the banks and financial institutions listed as lenders party thereto](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-12.htm) | | | | | | 8-K | | | | | | 10.12 | | | | | | 2/23/2021 | | |

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

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

| 10.100 | | | | | | [Sixth Amendment and Restatement Agreement in connection with the Credit Agreement in respect of “HARMONY OF THE SEAS” (ex Hull A34) (EUR-denominated facility), dated as of February 19, 2021, between Royal Caribbean Cruises Ltd., Société Générale as facility agent, the banks and financial institutions listed therein as mandated lead arrangers and the banks and financial institutions listed as lenders party thereto](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-13.htm) | | | | | | 8-K | | | | | | 10.13 | | | | | | 2/23/2021 | | |

| 10.101 | | | | | | [Fifth Amendment and Restatement Agreement in connection with the Credit Agreement in respect of “HARMONY OF THE SEAS” (ex Hull A34) (USD-denominated facility), dated as of February 19, 2021, between Royal Caribbean Cruises Ltd., Société Générale as facility agent, the banks and financial institutions listed therein as mandated lead arrangers and the banks and financial institutions listed as lenders party thereto](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-14.htm) | | | | | | 8-K | | | | | | 10.14 | | | | | | 2/23/2021 | | |

| 10.102 | | | | | | [Amendment Agreement in connection with the Credit Agreement in respect of “SYMPHONY OF THE SEAS” (ex. Hull B34), dated as of February 17, 2021 between Royal Caribbean Cruises Ltd., Citibank N.A., London Branch as global coordinator, SMBC Bank International plc as ECA agent, Citibank Europe plc, UK Branch, as facility agent, the banks and financial institutions listed therein as the mandated lead arrangers and the banks and financial institutions listed as lenders party thereto](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-15.htm) | | | | | | 8-K | | | | | | 10.15 | | | | | | 2/23/2021 | | |

| 10.103 | | | | | | [Amendment No. 6 in connection with the Credit Agreement in respect of “Odyssey of the Seas” – Hull S-713, dated as of March 10, 2021, between the Company, Kfw IPEX-Bank GmbH as facility agent and Hermes agent, the banks and financial institutions party thereto as mandated lead arrangers and the banks and financial institutions listed therein as lenders.](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921037158/tm219688d1_ex10-1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 3/16/2021 | | |

| 10.104 | | | | | | [Amendment No. 3 in connection with the Credit Agreement in respect of “ICON 1” - Hull 1400, dated as of March 16, 2021, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, BNP Paribas Fortis SA/NV as Finnvera agent, the banks and financial institutions party thereto as mandated lead arrangers and the banks and financial institutions listed therein as lenders](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921039073/tm219688d2_ex10-1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 3/19/2021 | | |

| 10.105 | | | | | | [Amendment No. 3 in connection with the Credit Agreement in respect of “ICON 2” - Hull 1401, dated as of March 16, 2021, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, BNP Paribas Fortis SA/NV as Finnvera agent, the banks and financial institutions party thereto as mandated lead arrangers and the banks and financial institutions listed therein as lenders](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921039073/tm219688d2_ex10-2.htm) | | | | | | 8-K | | | | | | 10.2 | | | | | | 3/19/2021 | | |

| 10.106 | | | | | | [Amendment No. 2 in connection with the Credit Agreement in respect of “ICON 3” - Hull 1402, dated as of March 18, 2021, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, KfW IPEX-Bank GmbH as the mandated lead arranger, the banks and financial institutions party thereto as mandated lead arrangers and the banks and financial institutions listed therein as lenders](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921039073/tm219688d2_ex10-3.htm) | | | | | | 8-K | | | | | | 10.3 | | | | | | 3/19/2021 | | |

| 10.107 | | | | | | [Amendment No. 2 in connection with the Credit Agreement in respect of Hull S-719, dated March 26, 2021, by and among Silversea Cruise Holding Ltd., the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent and the banks and financial institutions listed in Schedule 1 thereto](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921045601/tm2111279d1_ex10-1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 4/1/2021 | | |

Exhibits 10.90 through 10.111 represent management compensatory plans or arrangements.

| 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 | | |

| 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 | | |

| 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 | | |

| 10.51 | | | | | | [Amendment to the Amended and Restated Credit Agreement, dated as of July 28, 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/884887/000110465920089652/tm2025989d1_ex10-1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 8/3/2020 | | |

| 10.53 | | | | | | [Amendment to Term Loan Agreement, dated as of July 28, 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/884887/000110465920089652/tm2025989d1_ex10-3.htm) | | | | | | 8-K | | | | | | 10.3 | | | | | | 8/3/2020 | | |

| 10.89 | | | | | | [Underwriting Agreement, dated October 13, 2020, among the Company and Morgan Stanley & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters listed in Schedule 1 thereto.](http://www.sec.gov/Archives/edgar/data/884887/000110465920115015/tm2030858d7_ex1-1.htm) | | | | | | 8-K | | | | | | 1.1 | | | | | | 10/15/2020 | | |

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

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 [removed: February 26, 2021.][added: March 1, 2022.]

| [removed: Richard D. Fain *Director, Chairman] [added: Jason T. Liberty *Director] and Chief Executive Officer* *(Principal Executive Officer)* | | |

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

| [Consolidated Statements of [removed: Comprehensive](#ib3ef9d7d8765493eb688455aa2a11efd_133) [(Loss)](#ib3ef9d7d8765493eb688455aa2a11efd_133) [Income](#ib3ef9d7d8765493eb688455aa2a11efd_133)] [added: Comprehensive (Loss) Income](#ibb07f49b770f40548ef4cf4cd2631f43_133)] | | | [removed: [F-](#ib3ef9d7d8765493eb688455aa2a11efd_133)[6](#ib3ef9d7d8765493eb688455aa2a11efd_133)] [added: [F-](#ibb07f49b770f40548ef4cf4cd2631f43_133)[6](#ibb07f49b770f40548ef4cf4cd2631f43_133)] | | |

| [Consolidated Balance [removed: Sheets](#ib3ef9d7d8765493eb688455aa2a11efd_136)] [added: Sheets](#ibb07f49b770f40548ef4cf4cd2631f43_136)] | | | [removed: [F-](#ib3ef9d7d8765493eb688455aa2a11efd_136)[7](#ib3ef9d7d8765493eb688455aa2a11efd_136)] [added: [F-](#ibb07f49b770f40548ef4cf4cd2631f43_136)[7](#ibb07f49b770f40548ef4cf4cd2631f43_136)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ib3ef9d7d8765493eb688455aa2a11efd_139)] [added: Flows](#ibb07f49b770f40548ef4cf4cd2631f43_139)] | | | [removed: [F-](#ib3ef9d7d8765493eb688455aa2a11efd_139)[8](#ib3ef9d7d8765493eb688455aa2a11efd_139)] [added: [F-](#ibb07f49b770f40548ef4cf4cd2631f43_139)[8](#ibb07f49b770f40548ef4cf4cd2631f43_139)] | | |

| [Consolidated Statements of Shareholders' [removed: Equity](#ib3ef9d7d8765493eb688455aa2a11efd_142)] [added: Equity](#ibb07f49b770f40548ef4cf4cd2631f43_142)] | | | [removed: [F-](#ib3ef9d7d8765493eb688455aa2a11efd_142)[10](#ib3ef9d7d8765493eb688455aa2a11efd_142)] [added: [F-](#ibb07f49b770f40548ef4cf4cd2631f43_142)[10](#ibb07f49b770f40548ef4cf4cd2631f43_142)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#ib3ef9d7d8765493eb688455aa2a11efd_145)] [added: Statements](#ibb07f49b770f40548ef4cf4cd2631f43_145)] | | | [removed: [F-](#ib3ef9d7d8765493eb688455aa2a11efd_145)[11](#ib3ef9d7d8765493eb688455aa2a11efd_145)] [added: [F-](#ibb07f49b770f40548ef4cf4cd2631f43_145)[11](#ibb07f49b770f40548ef4cf4cd2631f43_145)] | | |

[removed: Report] [added: | [Report] of Independent Registered Public Accounting Firm [added: (PCAOB ID No.](#ibb07f49b770f40548ef4cf4cd2631f43_130) 238) | | | [F-](#ibb07f49b770f40548ef4cf4cd2631f43_130)[2](#ibb07f49b770f40548ef4cf4cd2631f43_130) | | |]

We have audited the accompanying consolidated balance sheets of Royal Caribbean Cruises Ltd. and its subsidiaries (the “Company”) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of comprehensive (loss) income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020] [added: 2021] 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: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As discussed in Note [removed: 2] [added: 1] to the consolidated financial statements, [added: effective October 1, 2021,] the Company changed the manner in which it accounts for [removed: leases in 2019.][added: the consolidation of Silversea Cruises.]

As discussed in Note 1 to the consolidated financial statements, the [removed: impact to the Company’s global bookings resulting from] [added: ongoing effects of] the COVID-19 pandemic [added: have had, and] will continue to [removed: have] [added: have,] a material negative impact on the Company’s results of operations and liquidity.

*Impairment Assessments – [removed: Royal Caribbean International &] Silversea Cruises Reporting [removed: Units] [added: Unit] Goodwill and [removed: Silversea Cruises Indefinite-lived Intangible Asset] Trade Name*

As described in Notes 2, [removed: 5] [added: 4] and [removed: 6] [added: 5] to the consolidated financial statements, [added: as of December 31, 2021] the Company’s consolidated goodwill balance was [removed: $809.5] [added: $809] million and the [removed: indefinite-lived] [added: indefinite-life] intangible assets balance was [removed: $321.5] [added: $321 million, and the goodwill and trade name associated with the Silversea Cruises reporting unit and trade name was $509] million [removed: as of December 31, 2020.][added: and $319 million, respectively.]

Management reviews goodwill and [removed: indefinite-lived] [added: indefinite-life] intangible assets for impairment at the reporting unit level and asset level, respectively, annually or, when events or circumstances dictate, more frequently.

The impact of COVID-19 on [removed: management’s] [added: our] operating plans and projected cash flows resulted in the completion of [removed: (i)] an interim impairment assessment for the [removed: Royal Caribbean International reporting unit as of March 31, 2020 and June 30, 2020, and the] Silversea Cruises [removed: reporting unit] [added: trade name] as of March 31, [removed: 2020; and (ii) an interim impairment assessment] [added: 2020,] in [removed: respect] [added: addition] to [removed: the Silversea Cruises trade name] [added: our annual indefinite-lived intangible asset impairment assessments performed] as of [removed: March 31, 2020.][added: November 30, 2020 and November 30, 2021.]

As of November 30, [removed: 2020, management] [added: 2021, we] performed [removed: the] [added: our] annual goodwill impairment reviews and determined no incremental impairment losses existed at the date of this annual [removed: assessment for the Royal Caribbean International reporting unit or the Silversea Cruises reporting unit and trade name.][added: assessment.]

[removed: The fair value of] [added: For] the Silversea [removed: Cruises] reporting [removed: unit was determined by management using] [added: unit,] a probability-weighted discounted cash flow model in combination with a [removed: market based] [added: market-based] valuation approach [added: was used] for all periods [removed: assessed.][added: assessed in 2020.]

The fair value of the Royal Caribbean International reporting unit as of March 31, 2020 was determined using a [removed: discounted cash flow model and a] probability-weighted discounted cash flow [removed: model in combination with a market based valuation approach for the June 30, 2020 and November 30, 2020 assessments.][added: model.]

The principal assumptions used in the discounted cash flow [removed: analyses that support the Silversea Cruises and Royal Caribbean International reporting units’] [added: model for our 2021] impairment assessments [removed: consisted of the timing of management’s return to service; changes in market conditions; and port or other restrictions;] [added: were: (i)] forecasted net revenues, primarily the timing of returning to normalized operations, occupancy rates from existing and expected ship deliveries, [removed: including options,] and terminal growth rate; and [removed: the] [added: (ii)] weighted average cost of capital (i.e., discount rate).

[removed: Management estimates the fair] [added: Fair] value [removed: of the intangible assets] [added: is estimated by management] using a discounted cash flow model [removed: and various] [added: in combination with a market-based] valuation [removed: methods depending on the nature of the intangible asset, such as the] [added: approach for reporting units and a] relief-from-royalty method for trade names.

[removed: assessments consisted of] [added: Significant inputs in performing the fair value assessment for the trade name were (i)] 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; [added: (ii)] the royalty [removed: rate;] [added: rate of '3.0%;] and [removed: the] [added: (iii)] weighted average cost of capital (i.e., discount rate).

The principal considerations for our determination that performing procedures relating to the [removed: goodwill] impairment assessments of the [removed: Royal Caribbean International and] Silversea Cruises reporting [removed: units] [added: unit goodwill] and [removed: the indefinite-lived intangible asset impairment assessments of the Silversea Cruises] trade name is a critical audit matter are (i) the significant judgment by management when [removed: determining] [added: developing] the fair value estimates; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to [removed: forecasted net revenues, primarily] the timing of returning to normalized operations, occupancy rates from existing and expected ship deliveries, [removed: including options, and] terminal growth [removed: rate,] [added: rates,] and [removed: the] discount [removed: rate] [added: rates] for the goodwill and trade name impairment [removed: assessments;] [added: assessments,] and the royalty rate [removed: assumption] for the trade name impairment [removed: assessments;] [added: assessment;] and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to management’s goodwill and [removed: indefinite-lived intangible asset] [added: trade name] impairment assessments, including controls over the valuation of the [removed: Royal Caribbean International &] Silversea Cruises reporting [removed: units] [added: unit] and [removed: Silversea Cruises] trade name.

These procedures also included, among others, (i) testing management’s process for developing the fair value estimates; (ii) evaluating the appropriateness of the discounted future cash flow model, [removed: market based] [added: market-based] valuation [removed: approach] [added: approach,] and [removed: the] relief-from-royalty [removed: model;] [added: method;] (iii) testing the completeness and accuracy of underlying data used in the fair value estimates; and (iv) evaluating the reasonableness of the significant assumptions used by management related to [removed: forecasted net revenues, primarily] the timing of returning to normalized operations, occupancy rates from existing and expected ship deliveries, [removed: including options, and] terminal growth [removed: rate;] [added: rates,] and [removed: the] discount [removed: rate] [added: rates] for the goodwill and [removed: the] trade name impairment [removed: assessments] [added: assessments,] and the royalty rate [removed: assumption] for the [removed: Silversea Cruises] trade name impairment [removed: assessments.][added: assessment.]