Royal Caribbean Cruises (RCL) 10-K risk factor changes: FY2022 vs FY2021

[removed: COVID-19 and Financial] [added: Financial] Risks

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

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

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

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

*Financial Statements and [removed: Supplemental] [added: Supplementary] Data* for further discussion [removed: of] [added: on] our [removed: 2021 financing activities.][added: covenants and existing waivers.]

[removed: Thereafter,] [added: In addition,] in the event we [added: thereafter] declare a [removed: dividend or engage in stock repurchases] [added: dividend,] we will need to repay [removed: the] [added: our] amounts deferred under [removed: our] [added: the] export credit facilities.

[removed: Our] [added: Additionally, our] ability to raise additional financing, whether or not secured, could be limited if our credit rating is further downgraded, and/or if we fail to comply with applicable covenants governing our outstanding indebtedness, and/or if overall financial market conditions worsen.

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

[removed: There] [added: Additionally, there] is no guarantee that financing will be available in the future or that such financing will be available with similar terms or terms that are commercially acceptable to us.

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

Our ability to access additional funding as and when needed, our ability to timely refinance and/or replace our outstanding debt securities and credit facilities on acceptable terms and our cost of funding will depend upon numerous factors including, but not limited to, the strength of the financial markets, [added: global market conditions, including inflationary pressures, interest rate fluctuations,] our recovery and financial performance, the recovery and performance of our industry in general and the size, scope and timing of our financial needs.

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

This could include failures of banks or other financial service companies to fund required borrowings under our loan agreements or to pay us amounts that may become due or return collateral that is refundable under our [removed: derivative contracts for hedging of fuel prices,] interest [removed: rates and foreign currencies] [added: rate derivative instruments] or other agreements.

As of December 31, [removed: 2021,] [added: 2022,] we had total debt of [removed: $21.1] [added: $23.4] billion.

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 [removed: operate, including the current downturn related to COVID-19;] [added: operate;] limit our ability to raise additional debt or equity capital in the future to satisfy our requirements relating to working capital, capital expenditures, development projects, strategic initiatives or other purposes; restrict us from making strategic acquisitions, introducing new technologies or exploiting business opportunities; limit or restrict our ability to obtain and maintain performance bonds to cover our financial responsibility requirements in various jurisdictions for non-performance of guest travel, casualty and personal injury; make it difficult for us to satisfy our obligations with respect to our debt; and increase our exposure to the risk of increased interest rates as certain of our borrowings are (and may [removed: be] in the [removed: future)] [added: future be)] at a variable rate of interest.

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

Although the indentures governing the Secured Notes, the [removed: Unsecured] [added: Priority Guaranteed] Notes, and certain of our other debt instruments, including our unsecured bank and export credit facilities, contain restrictions on the incurrence of additional debt, these restrictions are subject to a number of significant qualifications and exceptions, and under certain circumstances the amount of debt that could be incurred in compliance with these restrictions could be substantial.

As of December 31, [removed: 2021,] [added: 2022,] we have commitments for approximately [removed: $10.0] [added: $7.1] billion of debt to finance the purchase of [removed: 9] [added: 7] ships on order by our Royal Caribbean International, Celebrity Cruises and Silversea Cruises brands, all of which are guaranteed by the export credit agencies in the countries in which the ships are being built.

[added: In addition, both our] export credit facilities and our non-export credit facilities contain covenants that [removed: will, once our current waivers expire,] require us, among other things, to maintain a [added: minimum liquidity, a] specified minimum fixed charge coverage [removed: ratio] [added: ratio,] and limit our net debt-to-capital ratio.

In addition, our ECA [removed: facility amendments] [added: facilities] also require us to maintain [removed: minimum liquidity and] a minimum [removed: stock holders'] [added: stockholders'] equity.

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

Any future indebtedness may include similar or other restrictive [removed: terms.][added: terms and we may be required to further encumber our assets.]

Our [removed: public] debt securities also contain change of control provisions that would be triggered by a third-party acquisition of greater than 50% of our common stock coupled with a ratings downgrade, which would require us to offer to repurchase our [removed: public] debt securities in the event of such change of control.

If we elect to settle conversions of our convertible notes in shares of our common stock or a combination of cash and shares of our common stock, conversions of our convertible notes will result in dilution for our existing [removed: shareholders.][added: shareholders.]

We have an aggregate principal amount of [removed: $1.725] [added: $1.7] billion in convertible notes outstanding.

Prior to March [removed: 15 and] [added: 15, 2023,] August 15, 2023, [added: and May 15, 2025,] our convertible notes issued [added: in] June [removed: 2020 and] [added: 2020,] October 2020, [added: and August 2022,] respectively, will be convertible at the option of holders during certain periods only upon satisfaction of certain conditions.

Conversions of our convertible notes [removed: in] [added: into] shares of our common stock or a combination of common stock and cash, will result in dilution to our shareholders.

We did not declare quarterly dividends on our common stock in [removed: 2021] [added: the quarter ended December 31, 2022] and do not expect to pay dividends on our common stock for the foreseeable future.

We do not expect to pay cash dividends on our common stock for the foreseeable [removed: future due to our agreement with certain of our lenders not to pay dividends until the end of the third quarter of 2022.][added: future.]

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

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

Given the global nature of our business, we are exposed to many different economies, and our business could be [removed: hurt] [added: negatively impacted] by challenging conditions in any of [added: the markets in which we operate, and/or related reactions by] our [added: competitors in such] markets.

Our operating costs, including fuel, food, payroll and benefits, airfare, taxes, insurance, and security costs, can be and have been subject to increases due to market forces and economic or geopolitical conditions or other factors beyond our control, including [removed: the] global inflationary [removed: pressures that we are currently experiencing and that] [added: pressures, which] have increased our operating costs.

Increases in these operating costs [removed: could] [added: have affected, and may continue to] adversely [removed: affect] [added: affect,] our future profitability.

A challenging operating [removed: environment (such as is currently being experienced due to the impact of COVID-19),] [added: environment,] conditions affecting consumer demand or spending, the deterioration of general macroeconomic conditions, [added: expected ship deliveries,] or other factors could result in a change to the future cash flows we expect to derive from our operations.

In addition, changes in the availability and/or regulations governing commercial airline [removed: services, including those resulting from the COVID-19 pandemic, have adversely affected and] [added: services] could [removed: continue to] adversely affect our guests’ ability to obtain air travel, as well as our ability to transfer our guests to or from our cruise ships, which could adversely affect our results of operations.

Terrorist attacks, war, and other [removed: hostilities] [added: similar events] could have a [removed: negative] [added: material adverse] impact on our [added: business and] results of operations.

[removed: Events such as terrorist attacks, war (or war-like conditions), conflicts (domestic] [added: The occurrence of these events] or [removed: cross-border), civil unrest and other hostilities, including] an escalation in the frequency or severity of [removed: incidents,] [added: them,] and the resulting political instability, travel restrictions and [removed: advisories,] [added: advisories] and concerns over safety and security aspects of traveling or the fear of any of the [removed: foregoing] [added: foregoing,] have had, and could have in the future, a significant adverse impact on demand and pricing in the travel and vacation industry.

These events could also result in additional security measures taken by local authorities which [added: have, and] may [removed: potentially] [added: in the future,] impact access to ports and/or destinations.

We are susceptible to a wide range of adverse events, including terrorist attacks, war, conflicts, civil unrest and other hostilities.

In addition, such events have led, and could lead, to disruptions, instability and volatility in global markets, supply chains and industries, increased operating costs, such as fuel and food, and disruptions affecting our newbuild construction and fleet modernization efforts, any of which could materially and adversely impact our business and results of operations.

Further, such events could have the effect of heightening the other risks we have described in this report, any of which also could materially and adversely affect our business and results of operations.

For example, the unprecedented responses by governments and other authorities to control and contain the COVID-19 outbreak,

including related variants, led to our voluntary suspension of our global cruise operations starting in March 2020.

and capacity to build, repair, maintain and/or upgrade our ships.

In addition, we may be unable to execute our attempts to expand our business.

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

Actual or threatened natural disasters (e.g., hurricanes/typhoons, earthquakes, tornadoes, fires or floods),

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

In November 2022, we announced that we are targeting certain financial and climate-related performance goals for fiscal 2025.

Our ability to achieve these goals is dependent on a number of factors, including the other risk factors described in this section.

If we are not able to achieve these goals, the price of our common stock and reputation may be negatively affected.

*Financial Statements and Supplementary Data* for further information regarding our "Secured Notes" and "Priority Guaranteed Notes".

Refer to Note 8*.

Furthermore, new equity or convertible debt issuances will also result in dilution for our existing shareholders.

We have not declared a dividend since the first quarter of 2020.

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

For example, the European Union has proposed a series of significant carbon reforms under its Fit for 55 package designed to meet its 2030 emission goals, which would require us, among other things, to increase the use of low carbon fuel onboard our vessels as well as connectivity to shore power.

The proposed legislation also includes updates to the European Union Emission Trading System which would impose requirements to purchase carbon emission allowances beginning in 2024.

If enacted, these regulations may individually or collectively have a material adverse effect on our business and results of operations due to increased costs associated with compliance and modified itineraries in the affected regions.

Numerous countries are considering implementation of the OECD’s 15% global minimum tax, which may materially impact us.

In addition, as budgetary constraints may adversely impact fiscal policy in the jurisdictions in which we operate, we may be subject to changes in our existing tax treatment or other tax reform, as well as increased tax audits.

We have in the past and may in the future experience difficulty recruiting and retaining qualified personnel primarily due to competitive labor markets.

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

The global spread of COVID-19, the unprecedented responses by governments and other authorities to control and contain the disease, 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 continue to be, negatively impacted by the COVID-19 pandemic, including impacts that resulted or may result from actions taken in response to the outbreak and the occurrence and spread of related variants.

Examples of these include, but are not limited to, cruising advisories and required or voluntary travel restrictions, that resulted in the temporary suspension of our Global Brands' operations, from which 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 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 evolving and difficult to predict.

As such, these impacts may persist for an extended period of time or even become more pronounced, even as we resume operations.

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

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.

Uncertainties remain as to the specifics, timing and costs of administering and implementing our health and safety measures, some of which may be significant.

These measures also may negatively impact guest satisfaction.

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.

Our previous suspension of sailings and our gradual resumption of operations has led to a significant decline in our revenues and cash inflows, which required us to take cost and capital expenditure containment actions.

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 may be challenged in rebuilding the rest of our workforce which could delay our phased resumption of operations.

In addition, we have reduced our planned capital spending through 2022, which may negatively impact 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.

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.

If we are unable to satisfy the safety standards applicable to our 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 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 operations or a subsequent phased resumption of operations, and as a consequence, we are unable to predict the precise impact of such a cessation or phased resumption of operations on our brands and future prospects.

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

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

In addition, we have

incurred and will likely continue to incur significant overhead costs associated with the return to service of our fleet and enhanced COVID-19 related cleaning, testing, vaccination and other mitigation procedures.

We may experience volatility in demand for cruising for an indeterminable length of time due to the uncertain nature of the COVID-19 pandemic and ongoing concerns about health and safety, and we cannot predict when we will return to pre-pandemic demand or fare pricing or if we will return to such levels in the foreseeable future.

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

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

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

- Liquidity: The suspension of our sailings and the reduction in demand for future cruising adversely impacted our liquidity, and we have continued to experience higher than historical levels of refunds of customer deposits, while cash inflows from new or existing bookings on future sailings are below pre-pandemic levels.

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

We have agreed with certain of our lenders that we will not pay dividends or engage in stock repurchases until after the third quarter of 2022.

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

This downgrade had no impact on the terms of the notes.

Additionally, due to the complexity of the pandemic’s impact to the economy and uncertainty of its duration, we cannot guarantee that assumptions used to project our liquidity needs will be correct, which may result in the need for additional financing and/or may result in the inability to satisfy covenants required by our current credit facilities.

If we raise additional funds by issuing debt, we may be subject to additional limitations on our operations due to restrictive covenants, which may be more restrictive than the covenants in our existing debt agreements, and we may be required to further encumber our assets.

Also, as a result of our additional debt issuances, we will require a significant amount of cash to service our debt and sustain operations.

Our ability to generate cash depends on factors beyond our control and we may be unable to repay or repurchase debt at maturity.

The discussion under this caption “Management's Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this [removed: document,] [added: Annual Report on Form 10-K,] includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

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

Forward-looking statements reflect management's current [removed: expectations] [added: expectations,] but they are based on judgments and are inherently uncertain.

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] [added: "Risk] Factors” in Part I, Item 1A herein.

All forward-looking statements made in this Annual Report on Form 10-K speak only as of the date of this [removed: document.][added: filing.]

- a discussion of our results of operations for the year ended December 31, [removed: 2021] [added: 2022] compared to the same period in [removed: 2020;][added: 2021; and]

- a discussion of our liquidity and capital resources, including our future capital and [removed: contractual commitments] [added: material cash requirements] and potential funding sources.

A discussion of our results of [removed: operations] [added: operations, and sources and uses of cash] for the year ended December 31, [removed: 2020] [added: 2021] compared to the year ended December 31, [removed: 2019] [added: 2020] 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](http://www.sec.gov/ix?doc=/Archives/edgar/data/0000884887/000088488721000006/rcl-20201231.htm)[\-K] [added: 10-K] for the year [removed: ended December] [added: ended](http://www.sec.gov/ix?doc=/Archives/edgar/data/0000884887/000088488722000008/rcl-20211231.htm) [December] 31, [removed: 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] [added: 2021](http://www.sec.gov/ix?doc=/Archives/edgar/data/0000884887/000088488722000008/rcl-20211231.htm), filed] with the SEC on [removed: February 26, 2021](http://www.sec.gov/ix?doc=/Archives/edgar/data/0000884887/000088488721000006/rcl-20201231.htm)] [added: March 1, 2022] and is incorporated by reference into this Form 10-K.

[removed: *Liquidity] [added: *Management's Plan] and [removed: COVID-19*][added: Liquidity*]

- Expected sustained increase in revenue per available passenger cruise [removed: day during our continued resumption of cruise operations;][added: day;]

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 [added: of the associated ship.]

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

If we had reduced our estimated average ship useful life by one year, depreciation expense for [removed: 2021] [added: 2022] would have increased by approximately [removed: $48.0] [added: $85.0] million.

If our ships were estimated to have no residual value, depreciation expense for [removed: 2021] [added: 2022] would have increased by approximately [removed: $261.7] [added: $307.6] 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 [removed: estimates based on our gradual return to service.][added: estimates.]

Refer to Note [removed: 1.][added: 4*.]

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

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

The principal assumptions used in the discounted cash flow model for our [removed: 2021] [added: 2022] impairment [removed: assessments were:][added: assessment consisted of:]

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

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

*Financial Statements and [removed: Supplemental] [added: Supplementary] Data* for further information on indefinite-life intangible assets.

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

*Financial Statements and [removed: Supplemental] [added: Supplementary] Data* for further information on determination of fair value for long-lived assets.

As a result of the tests, we determined [removed: that] the fair value of the [removed: Royal Caribbean International] [added: Silversea Cruises] reporting unit exceeded its carrying value by approximately [removed: 30%] [added: 26%] and [removed: 8%] [added: 35%] as of [removed: March 31, 2020 and June] [added: November] 30, [removed: 2020,] [added: 2022 and 2021,] respectively, resulting in no impairment to [removed: the Royal Caribbean International goodwill in those periods.][added: Silversea Cruises' goodwill.]

We did not perform [removed: an] interim impairment [removed: evaluation] [added: evaluations] of Royal Caribbean International's goodwill [removed: subsequent to the quarter ended June 30, 2020] during [removed: 2020 or 2021,] [added: 2022] as no triggering events were identified.

During the fourth quarters of [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] we performed our annual impairment review of [removed: goodwill for Royal Caribbean International's reporting unit.][added: Silversea Cruises goodwill.]

As of November 30, [added: 2022, and November 30,] 2021, the fair value of the [removed: Royal Caribbean International] [added: Silversea Cruises] reporting unit was determined using a discounted cash flow model in combination with a market-based valuation approach.

As a result of the [added: quantitative] tests, we determined [added: that] the fair value of the [removed: Royal Caribbean International reporting unit] [added: Silversea Cruises' trade name] exceeded its carrying value by approximately [removed: 38%] [added: 25%] and [removed: 14%] [added: 19%,] as of November 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: November 30, 2021,] respectively, resulting in no impairment to [removed: Royal Caribbean International's goodwill.][added: Silversea Cruises' trade name.]

The carrying value of goodwill attributable to our [removed: Royal Caribbean] [added: Silversea Cruises] reporting unit was [removed: $296.5 million and $296.6] [added: $508.6] million as of December 31, [removed: 2021] [added: 2022] and [removed: 2020, respectively.][added: 2021.]

We did not perform [removed: an] interim impairment [removed: evaluation] [added: evaluations] of Silversea Cruises's goodwill or trade names [removed: subsequent to the quarter ended March 31, 2020] during [removed: 2020 or] [added: 2022 and] 2021, as no triggering events were identified.

During the fourth quarters of [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] we performed our annual impairment [removed: review] [added: reviews] of [added: the] Silversea Cruises [removed: goodwill.][added: trade name.]

As of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the carrying value of indefinite-life intangible assets was $321.5 million, which primarily relates to the Silversea Cruises trade name.

Refer to Note [removed: 6.][added: 8*.]

*Financial Statements and [removed: Supplemental] [added: Supplementary] Data* for further information [removed: regarding impairment of the ships and Pullmantur's reorganization.][added: on goodwill.]

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

[removed: *Data*] [added: *Financial Statements and Supplementary Data*] for more information on related authoritative guidance, the Company's hedging programs and derivative financial instruments.

Demand [removed: is] [added: has historically been] strongest for cruises during the Northern Hemisphere's summer months and holidays.

In order to mitigate the impact of the winter weather in the Northern Hemisphere and to capitalize on the summer season in the Southern Hemisphere, our brands have [added: historically] focused on deployment to the Caribbean, Asia and Australia during that period.

In the face of the global pandemic impact of COVID-19, we paused our guest cruise operations in March 2020 and began resuming guest cruise operations in 2021, with our full fleet in service by June 2022.

As part of our liquidity management, we rely on estimates of our future liquidity which include numerous assumptions that are subject to various risks and uncertainties.

The principal assumptions used to estimate our future liquidity consist of:

- Expected timing of cash collections for cruise bookings;

- Expected increase in occupancy levels, reaching historical levels in the spring of 2023; and

- Inflationary increases to our operating costs, mostly impacting the expected cost of fuel and food as compared to 2019.

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

Actions to raise capital may include issuances of debt, convertible debt or equity in private or public transactions or entering into new or extended credit facilities.

The

- Forecasted revenues per available passenger cruise day;

- Terminal growth rate; and

The principal assumptions used in the discounted cash flow model for our 2022 impairment assessment consisted of:

- Forecasted revenues per available passenger cruise day;

- Terminal growth rate;

During the fourth quarter of 2022, we performed a qualitative assessment of the Royal Caribbean International reporting unit.

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

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

As of December 31, 2022, the carrying amount of goodwill attributable to our Royal Caribbean reporting unit was $296.4 million.

We resumed our global cruise operations commencing in the second half of 2021, with our full fleet in service by June 2022.

Since our full fleet is in service, we expect to return to seasonal trends

accordance with GAAP.

*Adjusted EBITDA* is a non-GAAP measure that represents EBITDA (as defined below) excluding certain items that we believe adjusting for is meaningful when assessing our profitability on a comparative basis.

For the periods presented, these items included (i) other expenses, which includes our loss contingency in connection with the ongoing Havana Docks litigation recorded in 2022; (ii) impairment and credit losses; (iii) restructuring charges and other initiative expenses; (iv) equity investment asset impairments; (v) net insurance recoveries or costs related to the collapse of the drydock structure at the Grand Bahama Shipyard involving *Oasis of the Seas*; (vi) Pullmantur reorganization settlement; (vii) the net gain recognized in 2021 in relation to the sale of the Azamara brand; (viii) the noncontrolling interest adjustment to exclude the impact of the contractual accretion requirements associated with the put option held by Heritage Cruise Holding Ltd. and (ix) transaction costs related to the 2018 Silversea Cruises acquisition.

A reconciliation of Net Income (Loss) attributable to Royal Caribbean Cruises Ltd. to Adjusted EBITDA is provided below under Results of Operations.

A reconciliation of Loss per Share to Adjusted Loss per share is provided below under Results of Operations.

A reconciliation of Net Loss attributable to Royal Caribbean Cruises Ltd. to Adjusted Net Loss attributable to Royal Caribbean Cruises Ltd. is provided below under Results of Operations.

*EBITDA* is a non-GAAP measure that represents of Net Income (Loss) attributable to Royal Caribbean Cruises Ltd. excluding (i) interest income; (ii) interest expense, net of interest capitalized; (iii) depreciation and amortization expenses; and (iv) income tax benefit or expense.

We believe that this non-GAAP measure is meaningful when assessing our operating performance on a comparative basis.

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

*Carbon* *Intensity* is our measurement of carbon dioxide emissions per gross tonne nautical mile (well-to-wake).

*Net Cruise Costs* and *Net Cruise Costs Excluding Fuel* are non-GAAP measures that represent Gross Cruise Costs excluding commissions, transportation and other expenses and onboard and other expenses and, in the case of Net Cruise Costs Excluding Fuel, fuel expenses (each of which is described above under the Description of Certain Line Items heading).

In measuring our ability to control costs in a manner that positively impacts net income, we believe changes in Net Cruise Costs and Net Cruise Costs Excluding Fuel to be the most relevant indicators of our performance.

A reconciliation of Gross Cruise

Costs to Net Cruise Costs and Net Cruise Costs Excluding Fuel is provided below under Results of Operations.

For the 2022 period presented, Net Cruise Costs and Net Cruise Costs Excluding Fuel excludes restructuring and other initiative expenses.

For Gross Cruise Costs, Net Cruise Costs, and Net Cruise Costs excluding Fuel we present amounts in constant currency compared to 2019, which is the last year of normalized operations.

2022 was a transitional year filled with numerous accomplishments.

We returned our entire fleet into operations, took delivery of *Celebrity Beyond* and *Wonder of the Seas*, and acquired *Silver Endeavour*.

Additionally, we achieved positive EBITDA and operating cash flow for the year, controlled costs to minimize the impacts of inflation, and saw record shipboard revenues for the year.

Our 2022 Net Loss was $(2.2) billion, or $(8.45) per diluted share, compared to Net Income attributable to Royal Caribbean Cruises Ltd. of $1.9 billion, or $8.95 per diluted share in 2019, the most recent year of normalized operations.

- a discussion of our business outlook, and

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

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

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

*•*Expected continued gradual resumption of cruise operations;

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

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

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

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

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

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

- Reduction of capital expenditures;

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

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

- Raising capital through debt and stock issuances; and

- Suspending dividend payments.

of the associated ship.

*Business Combinations*

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.

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

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

We account for business combinations in accordance with ASC 805, *Business Combinations*, by applying the acquisition method of accounting.

The acquisition method of accounting requires that we record the assets acquired and liabilities assumed, and the noncontrolling interest, if any, at their respective fair values at the acquisition date.

Goodwill is recognized as the excess of the purchase price over the fair value of the net assets acquired.

Significant estimates and assumptions are made by management to value such assets and liabilities based on third party valuations such as appraisals or internal valuations based on discounted cash flow analyses or other valuation techniques.

Although we believe that those estimates and assumptions are

reasonable and appropriate, they are inherently uncertain and subject to change.

If during the measurement period (not to exceed one year), additional information is obtained about facts and circumstances that existed as of the acquisition date related to the fair value of the assets acquired and liabilities assumed, we may adjust our estimates to account for subsequent adjustments to the provisional amounts recognized at the acquisition date, resulting in an offsetting adjustment to the goodwill associated with the business acquired.

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

Uncertain tax positions and tax-related valuation allowances are initially established in connection with a business combination as of the acquisition date.

Additionally, any contingent consideration is estimated at fair value at the acquisition date.

Liability-classified contingent consideration is remeasured each reporting period, with changes in fair value recognized in earnings until the contingent consideration is settled.

As a result of our voluntary suspension of global cruise operations effective March 2020 in 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 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 had on our projected cash flows and triggering events identified in those 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.

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

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

We performed interim impairment evaluations of Silversea Cruises’ goodwill and trade name in connection with the preparation of our financial statements for the quarter ended March 31, 2020.

As a result of these analyses, we determined that the carrying value of the Silversea Cruises reporting unit exceeded its fair value.

At December 31, [removed: 2021,] [added: 2022,] approximately [removed: 65.7%] [added: 75.0%] of our long-term debt was effectively fixed as compared to [removed: 64.5%] [added: 65.7%] as of December 31, [removed: 2020.][added: 2021.]

Market risk associated with our [removed: long-term fixed rate] [added: fixed-rate] debt is the potential increase in fair value resulting from a decrease in interest rates.

At December 31, [removed: 2021,] [added: 2022,] we maintained interest rate swap agreements on the following [removed: fixed-rate] [added: floating-rate] debt instruments:

| Debt Instrument | | | Swap Notional as of December 31, [removed: 2021] [added: 2022] (In thousands) | | | Maturity | | | Debt [removed: Fixed] [added: Floating] Rate | | | [removed: Swap Floating Rate: LIBOR plus] | | | All-in Swap [removed: Floating Rate as of December 31, 2021] [added: Fixed Rate] | | |

The estimated fair value of our long-term fixed-rate debt at December 31, [removed: 2021] [added: 2022] was [removed: $13.7] [added: $14.8] billion, using quoted market prices, where available, or using the present value of expected future cash flows which incorporates risk profile.

A hypothetical one percentage point decrease in interest rates at December 31, [removed: 2021] [added: 2022] would [removed: increase] [added: decrease] the fair value of our hedged and unhedged long-term fixed-rate debt by approximately [removed: $105.3 million and would increase the fair value of our fixed to floating interest rate swap agreements by approximately $5.0] [added: $369.4] million.

A hypothetical one percentage point increase in interest rates would increase our forecasted [removed: 2022] [added: 2023] interest expense by approximately [removed: $48.7] [added: $34.8] million, assuming no change in foreign currency exchange rates.

| *Celebrity Reflection* term loan | | | $ | [removed: 163,625] [added: 109,083] | | October 2024 | | | LIBOR plus | | | 0.40% | | | 2.85% | | |

| *Quantum of the Seas* term loan | | | [removed: 306,250] [added: 245,000] | | | October 2026 | | | LIBOR plus | | | 1.30% | | | 3.74% | | |

| *Anthem of the Seas* term loan | | | [removed: 332,292] [added: 271,875] | | | April 2027 | | | LIBOR plus | | | 1.30% | | | 3.86% | | |

| *Ovation of the Seas* term loan | | | [removed: 449,583] [added: 380,417] | | | April 2028 | | | LIBOR plus | | | 1.00% | | | 3.16% | | |

| *Harmony of the Seas* term loan (1) | | | [removed: 427,142] [added: 338,990] | | | May 2028 | | | EURIBOR plus | | | 1.15% | | | 2.26% | | |

| *Odyssey of the Seas* term loan(2) | | | [removed: 421,667] [added: 383,333] | | | October 2032 | | | LIBOR plus | | | 0.96% | | | 3.21% | | |

Amount presented is based on the exchange rate as of December 31, [removed: 2021.][added: 2022.]

The effective dates of the [removed: $421.7] [added: $383.3] million and $191.7 million interest rate swap agreements are October 2020 and October 2022, respectively.

The unsecured term loan for the financing of [removed: Odyssey] [added: *Odyssey] of the [removed: Seas] [added: Seas*] was drawn on March 2021.

The fair value of our floating to fixed interest rate swap agreements was estimated to be [removed: a liability] [added: an asset] of [removed: $70.7] [added: $123.3] million as of December 31, [removed: 2021] [added: 2022] based on the present value of expected future cash flows.

The estimated fair value, as of December 31, [removed: 2021,] [added: 2022,] of our Euro-denominated forward contracts associated with our ship construction contracts was a liability of [removed: $122.5] [added: $40.7] million, based on the present value of expected future cash flows.

As of December 31, [removed: 2021,] [added: 2022,] the aggregate cost of our ships on order, not including ships on order by our Partner Brands, was approximately [removed: $12.4] [added: $9.8] billion, of which we had deposited [removed: $800.2 million] [added: $0.8 billion] as of such date.

Approximately [removed: 59.0%] [added: 52.3%] of the aggregate cost of the ships under construction was exposed to fluctuations in the Euro exchange rate at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

A hypothetical 10% strengthening of the Euro as of December 31, [removed: 2021,] [added: 2022,] assuming no changes in comparative interest rates, would result in a [removed: $730.4] [added: $511.7] million increase in the United States dollar cost of the foreign currency denominated ship construction contracts exposed to fluctuations in the Euro exchange rate.

We [removed: also] address the exposure of our investments in foreign operations by denominating a portion of our debt in our subsidiaries' and investments' functional currencies and designating it as a hedge of these subsidiaries and investments.

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

[removed: As of December 31, 2020, we] [added: We] had designated debt as a hedge of our net investments primarily in TUI Cruises of approximately [removed: €215.0] [added: €433.0] million, or approximately [removed: $263.0 million.][added: $461.9 million, through December 31, 2022.]

We have included net gains of approximately [removed: $47.7] [added: $63.5] million and [removed: $22.1] [added: $47.7] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

During [removed: 2021,] [added: 2022,] we maintained an average of approximately [removed: $483.2 million] [added: $1.1 billion] of these foreign currency forward contracts.

For the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] changes in the fair value of the foreign currency forward contracts resulted in [removed: gains (losses)] [added: losses] of approximately [removed: $(30.9)] [added: $(101.8)] million, [removed: $(19.0)] [added: $(30.9)] million and [removed: $1.4] [added: $(19.0)] 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: $24.3] [added: $93.0] million, [removed: $(1.5)] [added: $24.3] million and [removed: $0.4] [added: $(1.5)] million, respectively.

Fuel cost, net of the financial impact of fuel swap agreements, as a percentage of our total revenues, was approximately [removed: 25.1%] [added: 12.1%] in [removed: 2021, 16.8%] [added: 2022, 25.1%] in [removed: 2020] [added: 2021] and [removed: 6.4%] [added: 16.8%] in [removed: 2019.][added: 2020.]

As of December 31, [removed: 2021,] [added: 2022,] we had fuel swap agreements to pay fixed prices for fuel with an aggregate notional amount of approximately [removed: $527.3] [added: $498.1] million, maturing through 2023.

The fuel swap agreements designated as hedges of projected fuel purchases represented [removed: 54% of our projected 2022 fuel requirements and 15%] [added: 50%] of our projected 2023 fuel requirements.

The estimated fair value of our fuel swap agreements at December 31, [removed: 2021] [added: 2022] was estimated to be [removed: an asset] [added: a liability] of [removed: $40.3] [added: $6.1] million.

We estimate that a hypothetical 10% increase in our weighted-average fuel price from that experienced during the year ended December 31, [removed: 2021] [added: 2022] would increase our forecasted [removed: 2022] [added: 2023] fuel cost by approximately [removed: $50.0] [added: $61.0] million, net of the impact of fuel swap agreements.

During the quarter ended September 30, 2022, we redeemed our 5.25% senior unsecured notes due 2022 in full and terminated the related interest rate swap agreements, which resulted in the dedesignation of the fair value hedges and recognition of an immaterial loss representing the fair value hedge carrying amount adjustment on these notes.

At December 31, 2022, there were no interest rate swap agreements for fixed-rate debt instruments.

| | | | $ | 1,920,365 | | | | | | | | | | | | | |

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

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

| Unsecured senior notes | | | 650,000 | | | November 2022 | | | 5.25% | | | 3.63% | | | 3.79% | | |

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

These interest rate swap agreements are accounted for as fair value hedges.

At December 31, 2021, we maintained interest rate swap agreements on the following floating-rate debt instruments:

| Debt Instrument | | | Swap Notional as of December 31, 2021 (In thousands) | | | Maturity | | | Debt Floating Rate | | | | | | All-in Swap Fixed Rate | | |

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

As of December 31, 2021, we maintained a foreign currency forward contract and designated it as a hedge of a portion of our net investment in TUI Cruises of €245.0 million, or approximately $278.6 million based on the exchange rate at December 31, 2021.

This forward currency contract matures in April 2022.

The prior suspension of our cruise operations due to the COVID-19 pandemic and our gradual resumption of cruise operations has resulted in reductions to our forecasted fuel purchases.

As of December 31, 2021, the Company had outstanding fuel swaps of 231,900 metric tons, maturing in 2022, that do not hedge forecasted fuel consumption.

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.

We [removed: control] [added: own] and operate three global cruise brands: Royal Caribbean International, Celebrity Cruises and Silversea Cruises (collectively, our "Global Brands").

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

Together, our Global Brands and our Partner Brands [removed: operate] [added: have] a combined [removed: total] [added: fleet] of [removed: 61] [added: 64] ships in the cruise vacation industry with an aggregate capacity of approximately [removed: 140,855] [added: 150,005] berths as of December 31, [removed: 2021.][added: 2022.]

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

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

[added: 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, the Bahamas, Bermuda, Canada, the Caribbean, Europe, the Panama Canal and New Zealand, with cruise lengths generally ranging from [removed: one] [added: two] to [removed: 25] [added: 19] nights.

Royal Caribbean International operates [removed: 25] [added: 26] ships with an aggregate capacity of approximately [removed: 88,400] [added: 94,100] berths.

Additionally, as of December 31, [removed: 2021, Royal Caribbean International] [added: 2022, Silversea Cruises] had [removed: five ships] on order [added: two ships of a new generation, known as the Evolution-class,] with an aggregate capacity of approximately [removed: 28,200] [added: 1,460] berths, which [removed: consisted of two Oasis-class ships and] [added: are expected to be delivered in] the [removed: first three ships] [added: second quarters] of [removed: a new generation, known as the Icon-class ships.][added: 2023 and 2024, respectively.]

The [added: first] Icon-class [removed: ships include] [added: ship,] *Icon of the Seas,* [removed: which] is expected to be delivered in the [removed: third] [added: fourth] quarter of [removed: 2023,] [added: 2023] and [added: enter service in] the [added: first quarter of 2024, and the] second and third Icon-class ships, [removed: which] are expected to be delivered in the second quarters of 2025 and 2026, respectively.

The expected delivery dates for all of our ships on order are subject to change in the event of shipyard construction [removed: delays.][added: delays or in the event we agree to scope changes which impact the delivery timelines.]

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

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

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

Celebrity Cruises operates [removed: 14] [added: 15] ships with an aggregate capacity of approximately [removed: 29,215] [added: 32,465] berths.

Additionally, as of December 31, [removed: 2021, Celebrity Cruises] [added: 2022, Royal Caribbean International] had [removed: two] [added: four] ships on order with an aggregate capacity of approximately [removed: 6,500] [added: 22,500] berths.

In addition, 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, [removed: which is contingent upon completion of] [added: if] certain conditions [removed: precedent and financing.][added: are met.]

Silversea [removed: Cruise Holding Ltd. ("Silversea Cruises")] [added: Cruises] is an ultra-luxury 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 five to [removed: 25] [added: 24] nights.

Silversea Cruises operates [removed: ten] [added: 11] ships, with an aggregate capacity of approximately [removed: 3,950] [added: 4,150] berths, including the brand's newest ship, *Silver [removed: Dawn*,] [added: Endeavour*,] which was [removed: delivered] [added: acquired] in the [removed: fourth] [added: third] quarter of [removed: 2021] [added: 2022] and [removed: is expected to commence revenue generating voyages] [added: commenced operations] in the [removed: second] [added: fourth] quarter of 2022.

Additionally, as of December 31, [removed: 2021, Silversea] [added: 2022, Celebrity] Cruises had [removed: two ships] [added: one Edge-class ship] on order with an aggregate capacity of approximately [removed: 1,460] [added: 3,250] berths.

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 [added: guests.]

Additionally, as of December 31, [removed: 2021,] [added: 2022,] TUI Cruises 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 2024, the fourth quarter of 2024 and the second quarter of 2026, respectively.

Hapag-Lloyd Cruises did not have any ships on order as of December 31, [removed: 2021.][added: 2022.]

[removed: As the industry proceeds with its resumption of operations, we] [added: We] believe that cruising will continue to be a popular vacation choice [removed: in the long-term] due to its inherent value, extensive itineraries and variety of shipboard and shoreside activities.

The Company and other industry participants voluntarily suspended operations in March of 2020 and gradually resumed [added: full] operations [added: starting] in the second half of [removed: 2021, resulting in a limited number] [added: 2021 through the first half] of [removed: operated cruises in 2020 and 2021.][added: 2022.]

As a result, [removed: representative] [added: comparative] information [removed: of] [added: regarding] market penetration and other indicators are not meaningful for [removed: 2020] [added: 2020, 2021,] and [removed: 2021.][added: 2022.]

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

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

[removed: The following table details] [added: During the five year period from 2015 through 2019,] industry market penetration rates [removed: for North America, Europe and Asia/Pacific for the five years prior to the impact of COVID-19 in 2020, computed] [added: (computed] based on the number of annual cruise guests as a percentage of the total [removed: population:][added: population) grew from 3.36% to 3.89% for North America, from 1.25% to 1.41% for Europe, and from 0.08% to 0.20% for Asia/Pacific.]

(1)Historically, we have reported annual [removed: comparable] information for [removed: relevant comparisons to other] [added: comparability across] periods.

The 2020 suspension of global cruise operations as a result of COVID-19 and the gradual resumption of [added: full] operations [added: starting] in [added: the second half of] 2021 [added: through the first half of 2022] do not allow for a meaningful comparison to prior years' information [removed: and] [added: and,] as [removed: such the] [added: such,] 2020 and 2021 data has been excluded from this table.

[removed: (5)Our] [added: (6)Our] estimates include Southeast Asia (most notably: Singapore, Thailand and the Philippines), East Asia [removed: (most] [added: (pre-2022, most] notably: China and Japan), South Asia (most notably: India) and Oceania (most notably: Australia and New Zealand) regions.

The global cruise fleet was served by a weighted average of approximately [removed: 579,000] [added: 634,000] berths during [removed: 2019] [added: 2022] with approximately [removed: 354] [added: 359] ships at the end of [removed: 2019.][added: 2022.]

As of December 31, [removed: 2021,] [added: 2022,] there were approximately [removed: 78] [added: 63] ships on order with an estimated [removed: 183,000] [added: 143,000] berths that are expected to be placed in service in the global cruise market through [removed: 2027,] [added: 2028,] not taking into account ships taken out of service or ordered during these periods.

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 in 2020 and limited sailings in 2021 [added: and 2022] resulting from the COVID-19 pandemic.

The global cruise industry carried approximately [removed: 30.0] [added: 30] million cruise guests in 2019 and approximately 28.5 million in 2018.

The following table details the growth in global weighted average berths and the [removed: global,] [added: percentage of] North American, European and Asia/Pacific cruise guests for [added: 2022 and for each of] the five years [removed: prior to the impact of COVID-19 in 2020 (in thousands, except berth data):][added: from 2015 through 2019:]

| Year (1) | | | | | | Weighted-Average Supply of Berths Marketed Globally(2) | | | | | | Royal Caribbean Group Total Berths(3) | | | | | | [removed: Global Cruise Guests(2) | | | | | |] North American Cruise Guests(2)(4) | | | | | | European Cruise Guests(2)(5) | | | | | | Asia/Pacific Cruise Guests(2)(6) | | | [added: | | | Other Cruise Guests(2) | | |]

| 2015 | | | | | | 469,000 | | | | | | 112,700 | | | | | | [removed: 23,000] [added: 52%] | | | | | | [removed: 12,004] [added: 29%] | | | | | | [removed: 6,587] [added: 14%] | | | | | | [removed: 3,129] [added: 5%] | | |

We account for our investments in our Partner Brands under the equity method of accounting.

As a result of the global pandemic impact of COVID-19, we paused our guest cruise operations in March 2020 and began resuming guest cruise operations in 2021, with our full fleet in service by June 2022.

We continue to prioritize our financial recovery and the further enhancement of our financial results and liquidity.

The ships on order include the first three ships of a new generation of vessels, known as the Icon-class, and our sixth Oasis-class ship, *Utopia of the Seas*.

*Utopia of the Seas* is expected to be delivered in the second quarter of 2024.

This ship, *Celebrity Ascent*, is expected to be delivered in the fourth quarter of 2023.

guests carried in those years were first-time cruisers.

The increased penetration shows the continued growth potential in the markets most served by the industry.

| 2022 | | | | | | 634,000 | | | | | | 150,005 | | | | | | 65% | | | | | | 28% | | | | | | 2% | | | | | | 5% | | |

For 2022, cruise guest information includes data through the third quarter of 2022.

The decrease in Asia/Pacific cruise guests from 2019 to 2022 is partly driven by China remaining closed given its continued COVID-19 restrictions.

We compete with a number of cruise lines and other land-based vacations.

Cruise Line Holdings Ltd, which owns Norwegian Cruise Line, Oceania Cruises, and Regent Seven Seas Cruises; and Virgin Voyages.

Operating Strategies

Our mission is to deliver the best vacation experiences to our guests, responsibly.

We continue to prioritize operating strategies that support this mission as well as operating strategies that support our financial recovery and the further enhancement of our financial results and liquidity.

We also have a dedicated committee of our Board of Directors, the Safety, Environment, Sustainability and Health Committee, which is responsible for reviewing and monitoring our overall strategies, policies and programs that impact the safety and health of our guests and crew.

For example, in early 2023, we extended our revolving credit facility with our key relationship banks to ensure adequate liquidity on a going-forward basis.

This includes our Destination Net Zero strategy, and our partnership with the World Wildlife Fund, which together aim to reduce our carbon footprint, raise awareness about ocean conservation among guests and crew, and support ocean conservation projects around the world.

This strategy also includes achieving reductions on our carbon intensity by double digits by 2025, compared to 2019.

To achieve our carbon intensity goals, we have invested and plan to continue investing in energy and carbon efficient technologies included in the design of our new vessels, our ongoing fleet energy management program and other technologies.

These investments include installation costs related to advanced emissions purification systems ("AEP") and other technologies that are expected to reduce fuel consumption and carbon footprint.

We continue to work on an initial report following the recommendations of the Task Force on Climate Related Financial Disclosures (TCFD), which we plan to file in 2023.

Our Talent and Compensation Committee of our Board of Directors oversees the Company's human capital management strategies, including initiatives for talent diversity, equity and inclusion, talent management, and corporate culture.

We are expanding our innovation efforts to cover multiple fronts, including naval and architectural design, guest facing features, energy efficiency, sustainability, and safety.

In 2023, we will introduce three new vessels to our fleet, including Royal Caribbean International’s new flagship – *Icon of the Seas*, Celebrity Cruises – *Celebrity Ascent*, and Silversea Cruises – *Silver Nova*.

Each of these vessels will represent the latest hardware for their respective brands and both *Icon of the Seas* and *Silver Nova* are the first vessels of a new class.

For Royal Caribbean International, new features on *Icon of the Seas* include a dedicated family neighborhood called “Surfside”, a pool deck featuring the largest swimming pool and waterpark at sea, and the “Aquadome” showcasing the tallest waterfall at sea in an 82-foot-tall dome.

For Celebrity Cruises, *Celebrity Ascent* will represent an evolution of *Celebrity Beyond* and will build on the success that the Edge series of ships has brought to market.

For Silversea, *Silver Nova* will be amongst our most environmentally friendly and energy efficient ships to date.

As we further develop our Newbuild program, we continue to utilize each vessel as an opportunity to pilot new technology towards Destination Net Zero.

markets while growing our presence in developing markets.

In 2023, we plan to expand Perfect Day at CocoCay with the delivery of Hideaway Beach, an elevated, adults-only experience.

Additionally, we are planning to introduce a new product, our Royal Beach Club offering, which will offer an exclusive and branded experience at high volume ports.

We continue to evaluate opportunities to develop additional destinations across the globe.

For instance, in November 2022, we opened in Galveston, Texas our new Net Zero homeport cruise terminal, the first cruise terminal facility to generate 100% of its needed energy through on-site solar panels.

At the same time, we partnered with SpaceX to launch Starlink, the next generation in shipboard connectivity, unlocking an improved guest experience.

of the channel.

Additionally, we continue to advance our e-commerce capabilities and the vacation shopping experience for our guests.

In addition to offering a simplified booking experience, we leverage the mobile application for onboard experiences such as WiFi, beverages, shore excursions, and specialty dining – enabling guests to book their vacation end-to-end.

COVID-19

*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.

See Part II.

Item 7.

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

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

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

We believe that the quality of the Royal Caribbean

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.

These ships include two Edge-class ships, *Celebrity Beyond* and *Celebrity Ascent*, which are expected to be delivered in the second quarter of 2022 and in the fourth quarter of 2023, respectively.

The Evolution-class ships are expected to be delivered in the second quarters of 2023 and 2024, respectively.

*Azamara*

Effective March 19, 2021, we sold our wholly-owned brand, Azamara Cruises ("Azamara"), including its three-ship fleet and associated intellectual property, to Sycamore Partners for $201 million, before closing adjustments.

The 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.

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

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

| Year (1) | | | | | | North America(2)(3) | | | | | | Europe(2)(4) | | | | | | Asia/Pacific(2)(5) | | |

| 2015 | | | | | | 3.36% | | | | | | 1.25% | | | | | | 0.08% | | |

| 2016 | | | | | | 3.43% | | | | | | 1.23% | | | | | | 0.11% | | |

| 2017 | | | | | | 3.56% | | | | | | 1.28% | | | | | | 0.15% | | |

| 2018 | | | | | | 3.87% | | | | | | 1.38% | | | | | | 0.16% | | |

| 2019 | | | | | | 3.89% | | | | | | 1.41% | | | | | | 0.20% | | |

___________________________________________________________________

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

In addition, our estimates incorporate our own analysis utilizing the same publicly available cruise industry data as a base.

(3)Our estimates include the United States and Canada.

(4)Our estimates include European countries relevant to the industry (most notably: the Nordics, Germany, France, Italy, Spain and the United Kingdom).

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

North America

Industry cruise guests have been primarily sourced from North America, which represented approximately 47% of global cruise guests in 2019.

The compound annual growth rate in cruise guests sourced from this market was approximately 4% from 2015 to 2019.

[removed: We] [added: In addition, we] are [removed: also] routinely involved in claims typical within the [removed: travel and tourism] [added: cruise] vacation industry.

The Court dismissed the Port of Santiago Action with prejudice on the basis that the plaintiff acquired his interest in the Port of Santiago after the enactment of the Helms-Burton Act.

In November 2022, the United States Court of Appeals for the 11th Circuit affirmed the Court's dismissal of the lawsuit.

In the Havana Docks Action, the Court entered final judgment in December 2022 in favor of the plaintiff and awarded damages and attorneys' fees to the plaintiff in the aggregate amount of approximately $112 million.

We have appealed the judgment to the United States Court of Appeals for the 11th Circuit and the plaintiff has cross-appealed with regards to the interest calculation used for purposes of determining damages.

We believe we have meritorious grounds for and intend to vigorously pursue our appeal.

During the fourth quarter of 2022, we recorded a charge of approximately $130.0 million to *Other (expense) income* within in our consolidated statements of comprehensive loss related to the Havana Docks Action, including post-judgment interest and related legal defense costs and bonding fees.

In 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.

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

The outcome of litigation is inherently unpredictable and subject to significant uncertainties, and there can be no assurances that the final outcome of either case will not be material.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

The aggregate market value of the registrant's common stock at June 30, [removed: 2021] [added: 2022] (based upon the closing sale price of the common stock on the New York Stock Exchange on June 30, [removed: 2021)] [added: 2022)] held by those persons deemed by the registrant to be non-affiliates was approximately [removed: $21.7] [added: $8.1] billion.

There were [removed: 255,002,771] [added: 255,350,697] shares of common stock outstanding as of February [removed: 24, 2022.][added: 20, 2023.]

Portions of the registrant's Definitive Proxy Statement relating to its [removed: 2022] [added: 2023] 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.

| Item 1. | | | | | | Business | | | | | | [removed: [2](#ibb07f49b770f40548ef4cf4cd2631f43_2034)] [added: [2](#ic47e1e302ffb4088b18d0cb995a2184e_13)] | | |

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| [Item [removed: 15.](#ibb07f49b770f40548ef4cf4cd2631f43_115)] [added: 15.](#ic47e1e302ffb4088b18d0cb995a2184e_118)] | | | | | | [removed: [Exhibits, Financial] [added: [Exhibits](#ic47e1e302ffb4088b18d0cb995a2184e_118) [and](#ic47e1e302ffb4088b18d0cb995a2184e_118) [Financial] Statement [removed: Schedules](#ibb07f49b770f40548ef4cf4cd2631f43_115)] [added: Schedules](#ic47e1e302ffb4088b18d0cb995a2184e_118)] | | | | | | [removed: [57](#ibb07f49b770f40548ef4cf4cd2631f43_115)] [added: [55](#ic47e1e302ffb4088b18d0cb995a2184e_118)] | | |

| [Item [removed: 16.](#ibb07f49b770f40548ef4cf4cd2631f43_118)] [added: 16.](#ic47e1e302ffb4088b18d0cb995a2184e_121)] | | | | | | [Form 10-K [removed: Summary](#ibb07f49b770f40548ef4cf4cd2631f43_118)] [added: Summary](#ic47e1e302ffb4088b18d0cb995a2184e_121)] | | | | | | [removed: [72](#ibb07f49b770f40548ef4cf4cd2631f43_118)] [added: [64](#ic47e1e302ffb4088b18d0cb995a2184e_121)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I](#ic47e1e302ffb4088b18d0cb995a2184e_10) | | | | | | | | | | | | | | |

| [PART II](#ic47e1e302ffb4088b18d0cb995a2184e_31) | | | | | | | | | | | | | | |

| [PART III](#ic47e1e302ffb4088b18d0cb995a2184e_109) | | | | | | | | | | | | | | |

| [PART IV](#ic47e1e302ffb4088b18d0cb995a2184e_115) | | | | | | | | | | | | | | |

| [Signatures](#ic47e1e302ffb4088b18d0cb995a2184e_124) | | | | | | | | | | | | [65](#ic47e1e302ffb4088b18d0cb995a2184e_124) | | |

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, 2021 have been excluded from this number in that these persons may be deemed affiliates of the registrant.

This determination of possible affiliate status is not necessarily a conclusive determination for other purposes.

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

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

| [PART III](#ibb07f49b770f40548ef4cf4cd2631f43_106) | | | | | | | | | | | | | | |

| [PART IV](#ibb07f49b770f40548ef4cf4cd2631f43_112) | | | | | | | | | | | | | | |

| [Signatures](#ibb07f49b770f40548ef4cf4cd2631f43_121) | | | | | | | | | | | | [73](#ibb07f49b770f40548ef4cf4cd2631f43_121) | | |

As of February [removed: 24, 2022,] [added: 20, 2023,] there were approximately [removed: 1,267] [added: 1,243] record holders of our common stock.

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

*Financial Statements and [removed: Supplemental] [added: Supplementary] Data* for further information on dividends declared.

There were no repurchases of common stock during the year ended December 31, [removed: 2021.][added: 2022.]

In [removed: addition, in] the event we [removed: engage in share repurchases,] [added: repurchase shares of our common stock,] we will need to repay the amounts deferred under our export credit facilities as part of the principal amortization deferrals agreed with [removed: them] [added: our lenders] during 2020 and 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: 2016] [added: 2017] to December 31, [removed: 2021.][added: 2022.]

[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: 2016] [added: 2017] and that all dividends were reinvested.

| | | | | | | 12/17 | | | 12/18 | | | | | | 12/19 | | | | | | 12/20 | | | | | | 12/21 | | | | | | 12/22 | | |

| Royal Caribbean Cruises Ltd. | | | | | | 100.00 | | | 83.86 | | | | | | 117.36 | | | | | | 66.43 | | | | | | 68.40 | | | | | | 43.97 | | |

| S&P 500 | | | | | | 100.00 | | | 95.62 | | | | | | 125.72 | | | | | | 148.85 | | | | | | 191.58 | | | | | | 156.89 | | |

| Dow Jones U.S. Travel & Leisure | | | | | | 100.00 | | | 94.41 | | | | | | 117.01 | | | | | | 119.05 | | | | | | 132.73 | | | | | | 105.83 | | |

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

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

| | | | | | | 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 | | |

Our management, with the participation of our President and Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e), as of the end of the period covered by this [removed: report.][added: Annual Report on Form 10-K.]

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

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] 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: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Directors, Executive Officers and Corporate Governance; Executive Compensation; Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters; Certain Relationships and Related [removed: Transactions;] [added: Transactions,] and Director [removed: Independence] [added: 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 [removed: 2022] [added: 2023] 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.

| [removed: 4.7] [added: 4.2] | | | | | | [Description of the [removed: 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: Company's Securities](https://www.sec.gov/Archives/edgar/data/884887/000088488721000006/a2020q4exhibit410.htm)] | | | | | | 10-K | | | | | | [removed: 4.10] [added: 4.1] | | | | | | 12/31/2020 | | |

| [removed: 10.3] [added: 10.18] | | | | | | [removed: [Amendment to the Credit] [added: [Term Loan] Agreement, dated as of [removed: April 5, 2019,] [added: March 23, 2020,] among Royal Caribbean Cruises Ltd., the various financial institutions as are or shall [removed: become parties] [added: be party] thereto and [removed: The Bank of Nova Scotia,] [added: Morgan Stanley Senior Funding, Inc.,] as administrative agent for the lender [removed: parties](http://www.sec.gov/Archives/edgar/data/884887/000110465919020672/a19-8049_1ex10d1.htm)] [added: 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 | | | | | | [removed: 4/10/2019] [added: 3/23/2020] | | |

| 10.4 | | | | | | [Amendment No. [removed: 4] [added: 1] to Hull No. [removed: S-697] [added: S-700] Credit Agreement, dated as of [removed: February 2, 2016,] [added: November 13, 2015,] by and [removed: between] [added: among] the Company, the Lenders from time to time party [removed: thereto, the Mandated Lead Arrangers] [added: thereto] and KfW IPEX-Bank GmbH, as Hermes [added: Agent, Facility] Agent and [removed: Facility Agent](http://www.sec.gov/Archives/edgar/data/884887/000088488716000126/rcl-20151231xex107.htm)] [added: Initial Mandated Lead Arranger](http://www.sec.gov/Archives/edgar/data/884887/000088488718000079/rcl-6302018xexhibit107.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | 10.7 | | | | | | [removed: 12/31/2015] [added: 6/30/2018] | | |

| 10.5 | | | | | | [Amendment No. [removed: 5] [added: 2] to Hull No. [removed: S-697] [added: S-700] Credit Agreement, dated as of July 3, 2018, by and [removed: between] [added: among] the Company, the Lenders from time to time party [removed: thereto, the Mandated Lead Arrangers] [added: thereto] and KfW IPEX-Bank GmbH, as Hermes [added: Agent, Facility] Agent and [removed: Facility Agent](http://www.sec.gov/Archives/edgar/data/884887/000088488718000079/rcl-6302018xexhibit104.htm)] [added: Initial Mandated Lead Arranger](http://www.sec.gov/Archives/edgar/data/884887/000088488718000079/rcl-6302018xexhibit108.htm)] | | | | | | 10-Q | | | | | | [removed: 10.4] [added: 10.8] | | | | | | 6/30/2018 | | |

| [removed: 10.6] [added: 10.8] | | | | | | [Amendment No. [removed: 4] [added: 2] to Hull No. [removed: S-698] [added: S-713] Credit Agreement, dated as of [removed: February] [added: July] 3, [removed: 2016,] [added: 2018,] by and [removed: between] [added: among] the Company, the Lenders from time to time party [removed: thereto, the Mandated Lead Arrangers] [added: thereto] and KfW IPEX-Bank GmbH, as Hermes [added: Agent,Facility] Agent and [removed: Facility Agent](http://www.sec.gov/Archives/edgar/data/884887/000088488716000126/rcl-20151231xex108.htm)] [added: Initial Mandated Lead Arranger](http://www.sec.gov/Archives/edgar/data/884887/000088488718000079/rcl-6302018xexhibit1010.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | [removed: 10.8] [added: 10.10] | | | | | | [removed: 12/31/2015] [added: 6/30/2018] | | |

| 10.7 | | | | | | [Amendment No. [removed: 5] [added: 1] to Hull No. [removed: S-698] [added: S-713] Credit Agreement, dated as of [removed: July 3, 2018,] [added: September 7, 2016,] by and [removed: between] [added: among] the Company, the Lenders from time to time party [removed: thereto, the Mandated Lead Arrangers] [added: thereto] and KfW IPEX-Bank GmbH, as Hermes [added: Agent, Facility] Agent and [removed: Facility Agent](http://www.sec.gov/Archives/edgar/data/884887/000088488718000079/rcl-630x2018xexhibit105.htm)] [added: Initial Mandated Lead Arranger](http://www.sec.gov/Archives/edgar/data/884887/000088488718000079/rcl-6302018xexhibit109.htm)] | | | | | | 10-Q | | | | | | [removed: 10.5] [added: 10.9] | | | | | | 6/30/2018 | | |

| [removed: 10.8] [added: 10.3] | | | | | | [removed: [Amendment No. 1 to Hull] [added: [Hull] No. [removed: S-699] [added: S-700] Credit Agreement, dated as of [removed: March 31, 2016,] [added: November 13, 2015,] by and [removed: between] [added: among] the Company, the Lenders from time to time party [removed: thereto, the Mandated Lead Arrangers] [added: thereto] and KfW IPEX-Bank GmbH, as Hermes [added: Agent, Facility] Agent and [removed: Facility Agent](http://www.sec.gov/Archives/edgar/data/884887/000088488716000143/rcl-3312016xexhibit101.htm)] [added: Initial Mandated Lead Arranger](http://www.sec.gov/Archives/edgar/data/884887/000088488715000109/exh101form8k20151113.htm)] | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | 10.1 | | | | | | [removed: 3/31/2016] [added: 11/19/2015] | | |

| [removed: 10.9] [added: 10.6] | | | | | | [removed: [Amendment No. 2 to Hull] [added: [Hull] No. [removed: S-699] [added: S-713] Credit Agreement, dated as of [removed: July 3, 2018,] [added: November 13, 2015,] by and [removed: between] [added: among] the Company, the Lenders from time to time party [removed: thereto, the Mandated Lead Arrangers] [added: thereto] and KfW IPEX-Bank GmbH, as Hermes [added: Agent, Facility] Agent and [removed: Facility Agent](http://www.sec.gov/Archives/edgar/data/884887/000088488718000079/rcl-6302018xexhibit106.htm)] [added: Initial Mandated Lead Arranger](http://www.sec.gov/Archives/edgar/data/884887/000088488715000109/exh102form8k20151113.htm)] | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | [removed: 10.6] [added: 10.2] | | | | | | [removed: 6/30/2018] [added: 11/19/2015] | | |

| [removed: 10.10] [added: 10.14] | | | | | | [Amendment [removed: and Restatement] [added: No. 1 to Icon 1 Hull No. S-1400 Credit] Agreement, dated as of [removed: January 15, 2016, in respect of a Facility Agreement dated, as of] July [removed: 9, 2013, by and] [added: 3, 2018,] between [added: Royal Caribbean Cruises Ltd., as] the [removed: Company,] [added: Borrower,] the Lenders from time to time party thereto, [removed: Société Générale,] [added: KfW IPEX-Bank GmbH,] as [added: Hermes Agent,] Facility [removed: Agent and Mandated Lead Arranger, BNP Paribas, as] [added: Agent,] Documentation [removed: Bank] [added: Agent] and [added: Initial] Mandated Lead [removed: Arranger,] [added: Arranger] and [removed: HSBC France,] [added: BNP Paribas Fortis SA/NV] as [removed: Mandated Lead Arranger](http://www.sec.gov/Archives/edgar/data/884887/000088488716000126/rcl-20151231xex1010.htm)] [added: Finnvera Agent](http://www.sec.gov/Archives/edgar/data/884887/000088488718000079/rcl-630x2018xexhibit1011.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | [removed: 10.10] [added: 10.11] | | | | | | [removed: 12/31/2015] [added: 6/30/2018] | | |

| [removed: 10.11] [added: 10.16] | | | | | | [Amendment [removed: and Restatement] [added: No. 1 to Icon 2 Hull No. S-1401 Credit] Agreement, dated as of [removed: August 15, 2019, in respect of a Facility Agreement dated, as of] July [removed: 9, 2013, by and] [added: 3, 2018,] between [added: Royal Caribbean Cruises Ltd., as] the [removed: Company,] [added: Borrower,] the Lenders from time to time party thereto, [removed: Société Générale,] [added: KfW IPEX-Bank GmbH,] as [added: Hermes Agent,] Facility [removed: Agent and Mandated Lead Arranger, BNP Paribas, as] [added: Agent,] Documentation [removed: Bank] [added: Agent] and [added: Initial] Mandated Lead [removed: Arranger,] [added: Arranger] and [removed: HSBC France,] [added: BNP Paribas Fortis SA/NV] as [removed: Mandated Lead Arranger](http://www.sec.gov/Archives/edgar/data/884887/000088488719000046/a2019q3exhibit101.htm)] [added: Finnvera Agent](http://www.sec.gov/Archives/edgar/data/884887/000088488718000079/rcl-6302018xexhibit1012.htm)] | | | | | | 10-Q | | | | | | [removed: 10.1] [added: 10.12] | | | | | | [removed: 10/30/2019] [added: 6/30/2018] | | |

| [removed: 10.12] [added: 10.2] | | | | | | [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: 10.13] [added: 10.25] | | | | | | [removed: [Hull No. S-700] [added: [Third Amendment Agreement to a] Credit [removed: Agreement,] [added: Agreement] dated as of [added: 13] November [removed: 13, 2015, by] [added: 2015 (as amended] and [removed: among the Company, the Lenders] [added: restated] from time to [removed: time] [added: time) in respect of “Odyssey of the Seas” – Hull S-713, dated 30 April 2020, between the Company, the lenders] party [removed: thereto and] [added: thereto,] KfW IPEX-Bank GmbH, as Hermes [removed: Agent, Facility Agent] [added: agent, facility agent, initial mandated lead arrangers] and [removed: Initial Mandated Lead Arranger](http://www.sec.gov/Archives/edgar/data/884887/000088488715000109/exh101form8k20151113.htm)] [added: the mandated lead arrangers.](http://www.sec.gov/Archives/edgar/data/884887/000088488720000037/a2020q2exhibit1015.htm)] | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | [removed: 10.1] [added: 10.15] | | | | | | [removed: 11/19/2015] [added: 8/10/2020] | | |

| [removed: 10.14] [added: 10.19] | | | | | | [removed: [Amendment No. 1] [added: [Third Amendment Agreement] to [removed: Hull No. S-700] [added: a] Credit Agreement, dated as of [added: 13] November [removed: 13, 2015, by] [added: 2015 (as amended] and [removed: among the Company, the Lenders] [added: restated] from time to [removed: time] [added: time) “Spectrum of the Seas” – ex Hull No. S-700, dated April 8, 2020, between Royal Caribbean Cruises Ltd., the lenders] party [removed: thereto and] [added: thereto,] KfW IPEX-Bank GmbH, as Hermes [removed: Agent, Facility Agent] [added: agent, facility agent, initial mandated lead arrangers] and [removed: Initial Mandated Lead Arranger](http://www.sec.gov/Archives/edgar/data/884887/000088488718000079/rcl-6302018xexhibit107.htm)] [added: the mandated lead arrangers](http://www.sec.gov/Archives/edgar/data/884887/000110465920045587/tm2015547d1_ex10-2.htm)] | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | [removed: 10.7] [added: 10.2] | | | | | | [removed: 6/30/2018] [added: 4/10/2020] | | |

| 10.15 | | | | | | [removed: [Amendment No.] [added: [Icon] 2 [removed: to] Hull No. [removed: S-700] [added: S-1401] Credit Agreement, dated as of [removed: July 3, 2018, by and among] [added: October 11, 2017, between Royal Caribbean Cruises Ltd., as] the [removed: Company,] [added: Borrower,] the Lenders from time to time party [removed: thereto and] [added: thereto,] KfW IPEX-Bank GmbH, as Hermes Agent, Facility [added: Agent, Documentation] Agent and Initial Mandated Lead [removed: Arranger](http://www.sec.gov/Archives/edgar/data/884887/000088488718000079/rcl-6302018xexhibit108.htm)] [added: Arranger and BNP Paribas Fortis SA/NV as Finnvera Agent](http://www.sec.gov/Archives/edgar/data/884887/000110465917062535/a17-24009_1ex10d2.htm)] | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | [removed: 10.8] [added: 10.2] | | | | | | [removed: 6/30/2018] [added: 10/17/2017] | | |

| [removed: 10.16] [added: 10.26] | | | | | | [removed: [Hull No. S-713 Credit Agreement,] [added: [Amendment Letter,] dated [removed: as] [added: May 11, 2020 in respect] of [removed: November 13, 2015, by and among] the [added: Icon 3 Hull No. 1402 credit agreement, dated 18 December 2019 between the] Company, the [removed: Lenders from time to time] [added: lenders and residual risk guarantors] party [removed: thereto] [added: thereto,] and KfW IPEX-Bank [removed: GmbH,] [added: GmbH] as [added: facility agent, CIRR agent, documentation agent,] Hermes [removed: Agent, Facility Agent] [added: agent, initial mandated lead arranger] and [removed: Initial Mandated Lead Arranger](http://www.sec.gov/Archives/edgar/data/884887/000088488715000109/exh102form8k20151113.htm)] [added: sole bookrunner.](http://www.sec.gov/Archives/edgar/data/884887/000088488720000037/a2020q2exhibit1016.htm)] | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | [removed: 10.2] [added: 10.16] | | | | | | [removed: 11/19/2015] [added: 8/10/2020] | | |

| 10.17 | | | | | | [removed: [Amendment No. 1 to] [added: [Icon 3] Hull No. [removed: S-713] [added: 1402] Credit Agreement, dated as of [removed: September 7, 2016, by and among the Company,] [added: December 18, 2019, between Royal Caribbean Cruises Ltd., as] the [removed: Lenders from time to time party thereto and] [added: Borrower,] KfW IPEX-Bank GmbH, as [removed: Hermes Agent,] Facility Agent [removed: and] [added: CIRR Agent, Documentation Agent, Hermes Agent,] Initial Mandated Lead [removed: Arranger](http://www.sec.gov/Archives/edgar/data/884887/000088488718000079/rcl-6302018xexhibit109.htm)] [added: 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)] | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | [removed: 10.9] [added: 10.1] | | | | | | [removed: 6/30/2018] [added: 12/20/2019] | | |

| [removed: 10.18] [added: 10.13] | | | | | | [removed: [Amendment No. 2 to] [added: [Icon 1] Hull No. [removed: S-713] [added: S-1400] Credit Agreement, dated as of [removed: July 3, 2018, by and among] [added: October 11, 2017, between Royal Caribbean Cruises Ltd., as] the [removed: Company,] [added: Borrower,] the Lenders from time to time party [removed: thereto and] [added: thereto,] KfW IPEX-Bank GmbH, as Hermes [removed: Agent,Facility] [added: Agent, Facility Agent, Documentation] Agent and Initial Mandated Lead [removed: Arranger](http://www.sec.gov/Archives/edgar/data/884887/000088488718000079/rcl-6302018xexhibit1010.htm)] [added: Arranger and BNP Paribas Fortis SA/NV as Finnvera Agent](http://www.sec.gov/Archives/edgar/data/884887/000110465917062535/a17-24009_1ex10d1.htm)] | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | [removed: 10.10] [added: 10.1] | | | | | | [removed: 6/30/2018] [added: 10/17/2017] | | |

| [removed: 10.19] [added: 10.57] | | | | | | [Hull [removed: No. J34] [added: C34] Credit Agreement, dated as of [removed: June 22, 2016,] [added: July 24, 2017,] as novated, amended and restated on the Actual Delivery Date pursuant to a [removed: novation agreement] [added: Novation Agreement,] dated [removed: June 22, 2016 (as amended),] [added: as of July 24, 2017, by and] between Royal Caribbean Cruises Ltd., Citibank N.A., [removed: London Branch,] [added: Sumitomo Mitsui Banking Corporation Limited (Paris Branch),] Citibank Europe [removed: plc, UK Branch,] [added: plc (UK Branch),] and the banks and financial institutions as lender parties [removed: thereto](http://www.sec.gov/Archives/edgar/data/884887/000088488719000017/exhibit10-18htm.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/884887/000088488722000008/a2021q4exhibit10142.htm)] | | | | | | 10-K | | | | | | [removed: 10.18] [added: 10.142] | | | | | | [removed: 12/31/2018] [added: 12/31/2021] | | |

| [removed: 10.20] [added: 10.9] | | | | | | [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: 10.21] [added: 10.10] | | | | | | [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: 10.22] [added: 10.11] | | | | | | [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: 10.23] [added: 10.12] | | | | | | [Novation Agreement, dated as of [removed: July 24, 2017,] [added: December 13, 2019,] between [removed: Hoediscus] [added: Palmeraie] Finance [removed: Ltd.,] [added: Limited,] Royal Caribbean Cruises Ltd., Citibank Europe Plc, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London [removed: Branch,] [added: Branch] HSBC France, [added: Banco Santander S.A., Banco Bilbao Vizcaya Argentaria S.A., Paris Branch, BNP Paribas SA,] Sumitomo Mitsui Banking Corporation Europe Limited, Paris [removed: Branch] [added: Branch, Société Générale, Unicredit Bank AG] and the banks and financial institutions as lender parties [removed: thereto](http://www.sec.gov/Archives/edgar/data/884887/000114036117029156/ex10_2.htm)] [added: thereto](http://www.sec.gov/Archives/edgar/data/884887/000110465919073886/tm1926395d1_ex10-1.htm)] | | | | | | 8-K | | | | | | [removed: 10.2] [added: 10.1] | | | | | | [removed: 7/28/2017] [added: 12/18/2019] | | |

| [removed: 10.24] [added: 10.31] | | | | | | [removed: [Novation Agreement,] [added: [Supplemental Agreement relating to Hull No. C34 at Chantiers de l’Atlantique,] dated [removed: as of July 24, 2017,] [added: November 13, 2020,] between [removed: Houatorris] [added: Hibisyeu] Finance [removed: Ltd.,] [added: Limited,] Royal Caribbean Cruises Ltd., Citibank Europe [removed: Plc,] [added: PLC,] UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC France, [removed: Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch and] [added: SMBC Bank International PLC,] the banks and financial institutions [removed: as lender parties thereto](http://www.sec.gov/Archives/edgar/data/884887/000114036117029156/ex10_3.htm)] [added: party thereto and the mandated lead arrangers](http://www.sec.gov/Archives/edgar/data/884887/000088488721000006/a2020q4exhibit1075.htm)] | | | | | | [removed: 8-K] [added: 10-K] | | | | | | [removed: 10.3] [added: 10.75] | | | | | | [removed: 7/28/2017] [added: 12/31/2020] | | |

| [removed: 10.25] [added: 10.32] | | | | | | [removed: [Novation Agreement,] [added: [Supplemental Agreement relating to Hull No. A35 at Chantiers de l’Atlantique,] dated [removed: as of December] [added: November] 13, [removed: 2019,] [added: 2020,] between Palmeraie Finance Limited, Royal Caribbean Cruises Ltd., Citibank Europe [removed: Plc,] [added: PLC,] UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London [removed: Branch] [added: Branch,] HSBC France, [removed: 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] [added: the mandated lead arrangers] and the banks and financial institutions [removed: as lender parties thereto](http://www.sec.gov/Archives/edgar/data/884887/000110465919073886/tm1926395d1_ex10-1.htm)] [added: party thereo](http://www.sec.gov/Archives/edgar/data/884887/000088488721000006/a2020q4exhibit1076.htm)] | | | | | | [removed: 8-K] [added: 10-K] | | | | | | [removed: 10.1] [added: 10.76] | | | | | | [removed: 12/18/2019] [added: 12/31/2020] | | |

| [removed: 10.26] [added: 10.58] | | | | | | [removed: [Icon] [added: [Amendment No. 5 to Icon] 1 Hull No. S-1400 Credit Agreement, dated as of [removed: October 11, 2017,] [added: July 1, 2022,] between Royal Caribbean Cruises Ltd., as the Borrower, the [added: Mandated Lead Arrangers and] Lenders from time to time party thereto, KfW IPEX-Bank [removed: GmbH,] [added: GmbH] as Hermes [removed: Agent, Facility Agent, Documentation] Agent and [removed: Initial Mandated Lead Arranger] [added: Facility Agent,] and BNP Paribas Fortis SA/NV as Finnvera [removed: Agent](http://www.sec.gov/Archives/edgar/data/884887/000110465917062535/a17-24009_1ex10d1.htm)] [added: Agent.](https://www.sec.gov/Archives/edgar/data/884887/000088488722000028/a2022q2exhibit101.htm)] | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | 10.1 | | | | | | [removed: 10/17/2017] [added: 6/30/2022] | | |

| [removed: 10.27] [added: 10.59] | | | | | | [Amendment No. [removed: 1] [added: 5] to Icon [removed: 1] [added: 2] Hull No. [removed: S-1400] [added: S-1401] Credit Agreement, dated as of July [removed: 3, 2018,] [added: 1, 2022,] between Royal Caribbean Cruises Ltd., as the Borrower, the [added: Mandated Lead Arrangers and] Lenders from time to time party thereto, KfW IPEX-Bank [removed: GmbH,] [added: GmbH] as Hermes [removed: Agent, Facility Agent, Documentation] Agent and [removed: Initial Mandated Lead Arranger] [added: Facility Agent,] and BNP Paribas Fortis SA/NV as Finnvera [removed: Agent](http://www.sec.gov/Archives/edgar/data/884887/000088488718000079/rcl-630x2018xexhibit1011.htm)] [added: Agent.](https://www.sec.gov/Archives/edgar/data/884887/000088488722000028/a2022q2exhibit102.htm)] | | | | | | 10-Q | | | | | | [removed: 10.11] [added: 10.2] | | | | | | [removed: 6/30/2018] [added: 6/30/2022] | | |

| [removed: 10.28] [added: 10.36] | | | | | | [removed: [Icon 2 Hull] [added: [Amendment] No. [removed: S-1401] [added: 2 in connection with the] Credit [removed: Agreement,] [added: Agreement in respect of Icon 2—Hull 1401,] dated as of [removed: October 11, 2017,] [added: February 15, 2021,] between [removed: Royal Caribbean Cruises Ltd., as] the [removed: Borrower,] [added: Company,] the [removed: Lenders from time to time] [added: lenders] party thereto, KfW IPEX-Bank GmbH, as Hermes [removed: Agent, Facility Agent, Documentation Agent and Initial Mandated Lead Arranger] [added: agent] and [added: facility agent,] BNP Paribas Fortis SA/NV as Finnvera [removed: Agent](http://www.sec.gov/Archives/edgar/data/884887/000110465917062535/a17-24009_1ex10d2.htm)] [added: 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 | | | | | | [removed: 10.2] [added: 10.5] | | | | | | [removed: 10/17/2017] [added: 2/18/2021] | | |

| [removed: 10.29] [added: 10.61] | | | | | | [Amendment No. [removed: 1 to] [added: 6 in connection with the Credit Agreement in respect of] Icon [removed: 2] [added: 1 -] Hull [removed: No. S-1401 Credit Agreement,] [added: 1400,] dated as of July [removed: 3, 2018,] [added: 21, 2022,] between Royal Caribbean Cruises Ltd., [removed: as] the [removed: Borrower, the Lenders from time to time] [added: lenders] party thereto, KfW IPEX-Bank GmbH, [removed: as Hermes Agent, Facility Agent, Documentation Agent and Initial Mandated Lead Arranger and] BNP Paribas Fortis [removed: SA/NV] [added: SA/NV, and the banks and financial institutions listed therein] as [removed: Finnvera Agent](http://www.sec.gov/Archives/edgar/data/884887/000088488718000079/rcl-6302018xexhibit1012.htm)] [added: mandated lead arrangers.](https://www.sec.gov/Archives/edgar/data/884887/000088488722000028/a2022q2exhibit1012.htm)] | | | | | | 10-Q | | | | | | 10.12 | | | | | | [removed: 6/30/2018] [added: 6/30/2022] | | |

| [removed: 10.30] [added: 10.37] | | | | | | [removed: [Icon 3 Hull] [added: [Amendment] No. [removed: 1402] [added: 1 in connection with the] Credit [removed: Agreement,] [added: Agreement in respect of Icon 3—Hull 1402,] dated as of [removed: December 18, 2019,] [added: February 15, 2021,] between [removed: Royal Caribbean Cruises Ltd., as] the [removed: Borrower,] [added: Company, the lenders party thereto,] KfW IPEX-Bank GmbH, as [removed: Facility Agent CIRR Agent, Documentation Agent,] Hermes [removed: Agent, Initial Mandated Lead Arranger] [added: agent, facility agent, initial mandated lead arranger] and [removed: Sole Bookrunner,] [added: sole book runner] and the [removed: Lenders] [added: banks] and [removed: Residual Risk Guarantors from time to time party thereto](http://www.sec.gov/Archives/edgar/data/884887/000110465919075059/tm1926679d1_ex10-1.htm)] [added: 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 | | | | | | [removed: 10.1] [added: 10.6] | | | | | | [removed: 12/20/2019] [added: 2/18/2021] | | |