Royal Caribbean Cruises (RCL) 10-K risk factor changes: FY2023 vs FY2022

Mandatory fuel restrictions may also create uncertainty related to the price and availability of certain fuel types potentially impacting operating [removed: costs.][added: costs and the value of our related hedging instruments.]

Disease outbreaks and increased concern related to illness when traveling to, from, and on our [removed: ships such as COVID-19] [added: ships,] could cause a [removed: drop] [added: decrease] in demand for cruises, guest cancellations, travel restrictions, an unavailability of ports and/or destinations, cruise cancellations, ship redeployments and an inability to source our crew, provisions or supplies from certain places.

In addition, we may be subject to [removed: increased concerns] [added: consumer perception] that cruises are more susceptible than other vacation alternatives to the spread of infectious diseases.

For example, the unprecedented responses by governments and other authorities to control and contain the COVID-19 outbreak, [added: including related variants, led to our voluntary suspension of our global cruise operations starting in March 2020.]

While we have resumed our global cruise operations, there is no assurance that our cruise operations will [removed: continue uninterrupted.][added: not be]

In addition, any operating or health protocols that we may develop or that may be required by law in the future in response to infectious diseases may be costly to develop and [added: difficult to] implement and may be less effective than we expected in reducing the risk of infection and spread of such disease on our cruise ships, all of which will negatively impact our operations and expose us to reputational and legal risks.

Cruise ships, private destinations, port facilities and shore excursions operated and/or offered by us and third parties may be susceptible to the risk of accidents, illnesses, mechanical failures, environmental [removed: incidents] [added: incidents, inappropriate crew or passenger behavior,] and other incidents which could bring into question safety, health, security and vacation satisfaction [added: of our guests] and negatively impact our sales, operations and reputation.

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

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

We [removed: are often forced] [added: may be required] to alter itineraries and [removed: occasionally] cancel a cruise or a series of cruises or to redeploy our ships due to these types of events, which could have an adverse effect on our sales, operating costs and profitability in the current and future periods.

There are a limited number of shipyards with [removed: the capability]

[added: the capability] and capacity to build, repair, maintain and/or upgrade our ships.

As such, any disruptions affecting the [removed: newbuild or fleet modernization] [added: shipyard] supply chain will adversely impact our business as there are limited substitutes.

[removed: Suspensions] [added: In addition, suspensions] and/or slowdowns of work at shipyards, have impacted and could continue to impact our ability to construct new ships as planned, our ability to timely and cost-effectively procure new capacity, and our ability to execute scheduled drydocks and/or fleet modernizations.

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

We may be impacted if shipyards, their subcontractors, and/or our suppliers encounter [added: "force majeure events", insolvencies or other] financial difficulties, supply chain, technical or design problems when building or repairing a ship.

In addition, [removed: delays,] mechanical faults and/or unforeseen incidents may result in cancellation of cruises or delays of new ship orders or necessitate unscheduled drydocks.

As of December 31, [removed: 2022,] [added: 2023,] a total of [removed: 63] [added: 51] new ships with approximately [removed: 143,000] [added: 110,000] berths were on order for delivery through 2028 in the cruise industry, including [removed: 10] [added: eight] ships currently scheduled to be delivered to our Global and Partner Brands.

We, therefore, risk losing business not only to other cruise lines, but also to other vacation operators, which provide other leisure options, including hotels, [removed: resorts,] [added: resorts (including all-inclusive resorts),] internet-based alternative lodging [removed: sites and] [added: sites, theme parks, sightseeing destinations,] package holidays and tours.

Our [removed: attempts to expand our business] [added: expansion] into new markets and [added: investments in] new ventures [added: and land-based destination projects] may not be successful.

We have [added: also] invested, either directly or indirectly through joint ventures and partnerships, in a growing portfolio of key land-based projects including port and terminal facilities, private destinations and multi-brand destination projects.

These risks include susceptibility to weather events, exposure to local political/regulatory developments and policies, logistical challenges and human resource and labor risks and safety, environmental, and health [removed: risks, including challenges posed by the COVID-19 pandemic and its effects locally where we have these projects and relationships.][added: risks.]

We rely on travel advisors to generate bookings for our [removed: ships.][added: global brands.]

Significant [removed: disruptions, such as those caused by the COVID-19 pandemic,] [added: disruptions] or contractions in the industry could reduce the number of travel advisors available for us to market and sell our cruises, which could have an adverse impact on our financial condition and results of operations.

Accordingly, the Company cannot make any assurances that potential acquisitions will be completed timely [removed: or at all, or that if completed, we would realize the anticipated benefits of such acquisitions.]

Events impacting our supply chain could be caused by factors beyond the control of our suppliers or us, including inclement weather, natural disasters, new laws and regulations, labor actions, increased demand, problems in production or distribution, cybersecurity events, and/or disruptions in third-party logistics or transportation [removed: systems, including those caused by the COVID-19 pandemic.][added: systems.]

Accordingly, we are not protected against all risks and cannot be certain that our coverage will be adequate for liabilities actually incurred which could result in an unexpected decrease in our revenue and results of operations in the event of an [removed: incident][added: incident.]

[added: Actual or threatened natural disasters (e.g., hurricanes/typhoons, earthquakes, tornadoes, fires or floods),] municipal lockdowns, curfews, quarantines, or similar events in these locations may have a material impact on our business continuity, reputation and results of operations.

[removed: In addition, substantial or repeated information system failures, computer] viruses or cyber attacks impacting our shoreside or shipboard operations could adversely impact our business.

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

As of December 31, [removed: 2022,] [added: 2023,] we had total debt of [removed: $23.4] [added: $21.5] billion.

This will be affected by our ability to successfully implement our business strategy, as well as general economic, financial, competitive, regulatory and other factors beyond our [removed: control, such as the disruption caused by the COVID-19 pandemic.][added: control.]

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

[removed: Despite] [added: Despite] our leverage, we may incur more [removed: debt, which could adversely affect our business.][added: debt.]

Although [removed: the indentures governing the Secured Notes, the Priority Guaranteed Notes, and] certain of our [removed: other] debt instruments, including our [removed: 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: 2022,] [added: 2023,] we have commitments for approximately [removed: $7.1] [added: $5.5] billion of debt to finance the purchase of [removed: 7] [added: five] 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.

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

[removed: *Financial] [added: Financial] Statements and Supplementary [removed: Data*] [added: Data] for further information regarding our "Secured Notes" and "Priority Guaranteed Notes".

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

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.]

interrupted.

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

or at all, or that if completed, we would realize the anticipated benefits of such acquisitions.

In addition, substantial or repeated information system failures, computer

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

introducing new technologies or exploiting business opportunities; limit or restrict our ability to obtain and maintain performance bonds to cover our financial responsibility requirements in various jurisdictions for non-performance of guest travel, casualty and personal injury; make it difficult for us to satisfy our obligations with respect to our debt; and increase our exposure to the risk of increased interest rates as certain of our borrowings are (and may in the future be) at a variable rate of interest.

discretion.

Our dividend policy may change without notice and any payment of dividends in the future is subject to the discretion of our Board of Directors.

In addition to potential damage to our reputation and brand, failure by us to comply with these various applicable laws and

regulations, as well as changes in laws and regulations or the manner in which they are interpreted or applied, may result in litigation, civil and criminal liability, damages, fines and penalties, increased cost of regulatory compliance and may have an adverse impact on our business and financial results.

The Organization for Economic Co-operation and Development (OECD) has issued Pillar Two model rules introducing a new global minimum tax of 15%, which may materially impact us starting in 2026.

While we are currently pursuing mitigation strategies, there can be no guarantee they will be successful and the impact to our to our financial statements could be material.

In cases when the laws of Liberia are silent, the Business Corporation Act adopts, when applicable, the non-statutory corporation law of Delaware with substantially similar legislative provisions insofar as it does not conflict with any other provisions of the Business Corporation Act or decisions of the courts of Liberia, and provides that the courts of Liberia may apply such non-statutory corporation law in resolving any issues before such courts.

We cannot predict to what extent or in what manner the courts of Liberia will apply the non-statutory corporation law of Delaware.

fluctuations, interest rate movements, difficulties in operating under local business environments, port quality and availability in certain regions, U.S. and global anti-bribery laws and regulations, imposition of trade barriers and restrictions on repatriation of earnings.

We also evaluate other assets, including but not limited to intangible assets and long-lived assets on an annual basis, or more frequently when circumstances indicate the carrying value may not be recoverable.

In either scenario, the Company may suffer damage to its systems and data

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

For instance, the effects of the COVID-19 pandemic on the shipyards, their subcontractors, and our suppliers have resulted in delays in our previously scheduled ship deliveries.

Variations from our plan could have a significant negative impact on our business operations and financial condition.

For example, our ownership and operation of older tonnage, in particular during the business disruption caused by COVID-19, has resulted in impaired asset values due to expected returns less than the carrying value of the assets.

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

Additionally, the strength of our recovery from suspended operations could be delayed if we are not aligned and partnered with key travel advisors.

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

Any circumstance or event which leads to a decrease in consumer cruise spending, such as worsening global economic conditions or significant incidents impacting the cruise industry, such as the COVID-19 pandemic, negatively affects our operating cash flows.

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

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

We may incur substantial additional debt in the future.

Except for the restrictions under the indentures governing our Secured Notes, our Priority Guaranteed Notes, and certain of our other debt instruments, including our unsecured bank and export credit facilities, we are not restricted under the terms of our debt instruments from incurring additional debt.

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

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

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

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

We expect that any income received from operations will be devoted to our future operations and recovery.

We do not expect to pay cash dividends on our common stock for the foreseeable future.

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

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

When LIBOR ceases to exist, the level of interest payments on the portion of our indebtedness that bears interest at variable rates might be affected if we, the agent, and/or the lenders holding a majority of the outstanding loans or commitments under such indebtedness fail to amend such indebtedness to implement a replacement rate.

Regardless, such replacement rate will give due consideration to any evolving or then-existing conventions for similar credit facilities, which may result in different than expected interest payments.

This could result in the enactment of more stringent regulation of cruise ships that could subject us to increasing compliance costs in the future and may increase our exposure, if any, to environmental-related litigation.

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

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

- a discussion of our results of operations for the year ended December 31, [removed: 2022] [added: 2023] compared to the same period in [removed: 2021;] [added: 2022;] and

A discussion of our results of operations, and sources and uses of cash for the year ended December 31, [removed: 2021] [added: 2022] compared to the year ended December 31, [removed: 2020] [added: 2021] is included in Part II.

*Management's Discussion and Analysis of Financial Condition and Results of Operations* of our [Annual Report on Form 10-K for the year [removed: ended](http://www.sec.gov/ix?doc=/Archives/edgar/data/0000884887/000088488722000008/rcl-20211231.htm) [December] [added: ended](http://www.sec.gov/Archives/edgar/data/884887/000088488723000006/0000884887-23-000006-index.htm) [](http://www.sec.gov/Archives/edgar/data/884887/000088488723000006/0000884887-23-000006-index.htm)[December] 31, [removed: 2021](http://www.sec.gov/ix?doc=/Archives/edgar/data/0000884887/000088488722000008/rcl-20211231.htm),] [added: 2022](http://www.sec.gov/Archives/edgar/data/884887/000088488723000006/0000884887-23-000006-index.htm),] filed with the SEC on [removed: March 1, 2022] [added: February 23, 2023] and is incorporated by reference into this Form 10-K.

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

Our useful life and residual value estimates take into consideration the impact of anticipated technological changes, [added: environmental regulations,] long-term cruise and vacation market conditions and historical useful lives of similarly-built ships.

We periodically review estimated useful lives and residual values for ongoing reasonableness, considering long term views on our intended use of each class of ships [removed: and] the planned level of improvements to [removed: maintain] [added: maintain, enhance,] and [removed: enhance] [added: to comply with environmental regulations for] vessels within those classes.

[added: 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.

[removed: If circumstances cause us to change our assumptions in making determinations as to whether ship] improvements should be capitalized, the amounts we expense each year as repairs and maintenance costs could increase, partially offset by a decrease in depreciation expense.

If we had reduced our estimated average ship useful life by one year, depreciation expense for [removed: 2022] [added: 2023] would have increased by approximately [removed: $85.0] [added: $100] million.

If our ships were estimated to have no residual value, depreciation expense for [removed: 2022] [added: 2023] would have increased by approximately [removed: $307.6] [added: $345] million.

Factors to consider when performing the qualitative assessment include general economic conditions, limitations on accessing capital, changes in forecasted operating results, changes in fuel [removed: prices] [added: prices,] and fluctuations in foreign exchange rates.

The estimation of fair value utilizing discounted expected future cash flows includes numerous uncertainties which require our significant judgment when making assumptions of expected revenues, operating costs, marketing, selling and administrative expenses, interest rates, [removed: ship additions] and [removed: retirements as well as] assumptions regarding the cruise vacation industry's competitive environment and general economic and business conditions, among other factors.

The principal assumptions used in the discounted cash flow model for our [removed: 2022] [added: 2023] impairment assessment consisted of:

- Occupancy rates from existing [removed: and expected ship deliveries;][added: vessels;]

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

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

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

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

As of December 31, [added: 2023 and] 2022, the carrying amount of goodwill attributable to our Royal Caribbean reporting unit was $296.4 million.

We did not perform interim impairment evaluations of Royal Caribbean International's goodwill during [removed: 2022] [added: 2023 and 2022,] as no triggering events were identified.

During the fourth quarters of [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] we performed our annual impairment [removed: review] [added: reviews] of [added: the] Silversea Cruises [removed: goodwill.][added: trade name.]

As of November 30, [removed: 2022,] [added: 2023,] and November 30, [removed: 2021,] [added: 2022,] the fair value of the Silversea Cruises reporting unit was determined using a [added: probability weighted] discounted cash flow model in combination with a market-based valuation approach.

As a result of the tests, we determined the fair value of the Silversea Cruises reporting unit exceeded its carrying value by approximately [removed: 26%] [added: 63%] and [removed: 35%] [added: 26%] as of November 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively, resulting in no impairment to Silversea Cruises' goodwill.

The carrying value of goodwill attributable to our Silversea Cruises reporting unit was [removed: $508.6] [added: $509] million as of December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

During the fourth quarters of [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] we performed [added: a quantitative analysis as part of] our annual impairment [removed: reviews] [added: review] of the Silversea Cruises [removed: trade name.][added: reporting unit.]

As a result of the quantitative tests, we determined that the fair value of the Silversea Cruises' trade name exceeded its carrying value by approximately [removed: 25%] [added: 62%] and [removed: 19%,] [added: 25%,] as of November 30, [removed: 2022] [added: 2023] and November 30, [removed: 2021,] [added: 2022,] respectively, resulting in no impairment to Silversea Cruises' trade name.

As of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the carrying value of indefinite-life intangible assets was [removed: $321.5] [added: $321] million, which primarily relates to the Silversea Cruises trade name.

We did not perform interim impairment evaluations of Silversea [removed: Cruises's] [added: Cruises'] goodwill or trade names during [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] as no triggering events were identified.

These instruments are recorded on the balance sheet at their fair [removed: value and the vast majority are designated as hedges.]

- *Onboard and other revenues*, which consist primarily of revenues from the sale of goods and/or services onboard our ships not included in passenger ticket prices, [added: casino operations,] cancellation fees, sales of vacation protection insurance, pre- and post-cruise tours and fees for operating certain port facilities.

[removed: *Onboard and other revenues* also include] revenues [removed: we receive from independent third party concessionaires that pay us a percentage of their revenues] in exchange for the right to provide selected goods and/or services onboard our ships, as well as revenues received for procurement and management related services we perform on behalf of our unconsolidated affiliates.

These non-GAAP financial measures are provided along with the related GAAP financial measures as we believe they provide useful information to investors as a supplement to our consolidated financial statements, which are prepared and presented in [added: accordance with GAAP.]

For the periods presented, these items included (i) [removed: other expenses,] [added: Other expense,] which includes [removed: our] [added: the] loss contingency in connection with the ongoing Havana Docks litigation recorded in [added: other expenses in] 2022; (ii) [added: gain on sale of controlling interest; (iii)] impairment and credit losses; [removed: (iii)] [added: (iv)] restructuring charges and other initiative [removed: expenses; (iv)] [added: expense; (v)] equity investment [removed: asset impairments; (v)] [added: impairment and recovery of losses; (vi) Pullmantur reorganization settlement; (vii)] net insurance recoveries or costs related to the collapse of the drydock structure at the Grand Bahama Shipyard involving *Oasis of the Seas*; [removed: (vi) Pullmantur reorganization settlement; (vii)] [added: and (viii)] the net gain recognized in 2021 in relation to the sale of the Azamara brand; [removed: (viii) the noncontrolling interest adjustment to exclude the impact] [added: A reconciliation] of [removed: the contractual accretion requirements associated with the put option held by Heritage Cruise Holding Ltd. and (ix) transaction costs related] [added: Net Income (Loss) attributable] to [removed: the 2018 Silversea] [added: Royal Caribbean] Cruises [removed: acquisition.][added: Ltd. to Adjusted EBITDA is provided below under Results of Operations.]

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

*Adjusted [removed: Loss] [added: Earnings (Loss)] per Share ("Adjusted EPS")* is a non-GAAP measure that represents Adjusted Net [removed: Loss] [added: Income (Loss)] attributable to Royal Caribbean Cruises Ltd. (as defined below) divided by weighted average shares outstanding or by diluted weighted average shares outstanding, as applicable.

*Adjusted Net [removed: Loss] [added: Income (Loss)] attributable to Royal Caribbean Cruises Ltd.* is a non-GAAP measure that represents net [removed: loss] [added: income (loss)] less net income attributable to noncontrolling interest, excluding certain items that we believe adjusting for is meaningful when assessing our performance on a comparative basis.

[removed: For the periods presented, these items included (i) loss on the extinguishment of debt; (ii) the amortization of non-cash debt discount on our convertible notes; (iii) the estimated cash refund expected to be paid to Pullmantur guests and other expenses incurred as part of the Pullmantur S.A. reorganization; (iv)] [added: *Silver Whisper* deferred tax liability release; (v)] impairment and credit losses; [removed: (v) equity investment asset impairments;] (vi) [removed: net insurance recoveries related to] the [removed: collapse of the drydock structure at the Grand Bahama Shipyard involving Oasis of the Seas; (vii) restructuring charges and other initiative expenses; (viii) the] amortization of the Silversea Cruises intangible assets resulting from the Silversea Cruises acquisition in 2018; [removed: for 2020, the change] [added: (vii) restructuring charges and other initiative expenses; (viii) equity investments impairment and recovery of losses; (ix) loss contingency recorded] in [removed: the fair value] [added: 2022] in [added: connection with] the [removed: Silversea Cruises contingent consideration;(ix)] [added: ongoing Havana Docks litigation inclusive of related legal fees and costs; (x) convertible debt amortization of debt discount; (xi)] the [removed: noncontrolling interest adjustment] [added: 2021 Pullmantur reorganization settlement; (xii) net insurance recoveries related] to [removed: exclude] the [removed: impact] [added: collapse] of the [removed: contractual accretion requirements associated with] [added: drydock structure at] the [removed: put option held by Heritage Cruise Holding Ltd. (previously known as Silversea Cruises Group Ltd.) noncontrolling interest in Silversea Cruises, which noncontrolling interest we acquired on July 9, 2020; (x)] [added: Grand Bahama Shipyard involving *Oasis of] the [added: Seas* incident; (xiii) the] net gain recognized in [removed: the first quarter of] 2021 in relation to the sale of the Azamara [removed: brand; (xi) currency translation losses recognized during the second quarter of 2020, in connection with the ships classified as assets held-for-sale that were previously chartered to Pullmantur; (xii)] [added: brand; and (xiv)] the net loss recognized in [removed: the fourth quarter of] 2021 related to the elimination of the three-month reporting lag for Silversea [removed: Cruises; and (xiii) loss contingency recorded in connection with the ongoing Havana Docks litigation inclusive of related legal fees and costs.][added: Cruises.]

[removed: A reconciliation of Net Loss attributable to Royal Caribbean Cruises Ltd. to Adjusted] [added: | Adjusted] Net [removed: Loss] [added: Income (Loss)] attributable to Royal Caribbean Cruises [removed: Ltd. is provided below under Results of Operations.][added: Ltd. | | | $ | 1,827 | | | | | $ | (1,913) | | | | | $ | (4,833) | |]

*Net Cruise Costs* and *Net Cruise [removed: Costs Excluding Fuel*] [added: Costs* excluding *Fuel*] are non-GAAP measures that represent Gross Cruise Costs excluding commissions, transportation and other [removed: expenses and] [added: expenses,] onboard and other expenses and, in the case of Net Cruise Costs [removed: Excluding] [added: 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 [added: cost] performance.

If circumstances cause us to change our assumptions in making determinations as to whether ship

The principal assumptions used in the discounted cash flow model for our 2023 impairment assessment consisted of:

- Occupancy rates from existing vessels ;

*Intangible Assets* to

During the fourth quarter of 2023, we performed a quantitative analysis as part of our annual impairment review of the Royal Caribbean International reporting unit.

As of November 30, 2023, the fair value of the Royal Caribbean International reporting unit was determined using a discounted cash flow model in combination with a market-based valuation approach.

As a result of the test, we determined the fair value of the Royal Caribbean International reporting unit exceeded its carrying value by more than 100% as of November 30, 2023, resulting in no impairment to Royal Caribbean International's goodwill.

value and the vast majority are designated as hedges.

*Onboard and other revenues* also include revenues we receive from independent third party concessionaires that pay us a percentage of their

For the periods presented, these items included (i) loss on extinguishment of debt; (ii) gain on sale of controlling interest; (iii) tax on the sale of PortMiami noncontrolling interest; (iv)

*Gross Margin Yield* represent Gross Margin per APCD.

*Adjusted Gross Margin* represent Gross Margin, adjusted for payroll and related, food, fuel, other operating, and depreciation and amortization expenses.

Gross Margin is calculated pursuant to GAAP as total revenues less total cruise operating expenses, and depreciation and amortization.

*Net Yields* represent Adjusted Gross Margin per APCD.

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

*Invested Capital* represents the most recent five-quarter average of total debt (i.e., Current portion of long-term debt plus Long-term debt) plus the most recent five-quarter average of Total shareholders' equity.

We use this measure to calculate ROIC (as defined below).

*Adjusted Operating Income (Loss)* is a non-GAAP measure that represents operating income (loss) including income (loss) from equity investments and income taxes but excluding certain items that we believe adjusting for is meaningful when assessing our operating performance on a comparative basis.

We use this non-GAAP measure to calculate ROIC (as defined below).

*Return on Invested Capital* ("ROIC") represents Adjusted Operating Income (Loss) divided by Invested Capital.

We believe ROIC is a meaningful measure because it quantifies how efficiently we generated operating income relative to the capital we have invested in the business.

ROIC is also used as a key metric in our long-term incentive compensation program for our executive officers.

The use of certain non-GAAP measures, such as Net Yields, Net Cruise Costs and Net Cruise Costs Excluding Fuel, allows us to perform capacity and rate analysis to separate the impact of known capacity changes from other less predictable changes which affect our business.

We believe these non-GAAP measures provide expanded insight to measure revenue and cost performance in addition to the standard GAAP based financial measures.

There are no specific rules or regulations for determining non-GAAP measures, and as such, they may not be comparable to other companies within the industry.

We have not provided a quantitative reconciliation of projected non-GAAP financial measures to the most comparable GAAP financial measures because preparation of meaningful U.S. GAAP projections would require unreasonable effort.

Due to significant uncertainty, we are unable to predict, without unreasonable effort, the future movement of foreign exchange rates, fuel prices and interest rates inclusive of our related hedging programs.

In addition, we are unable to determine the future impact of non-core business related gains and losses which may result from strategic initiatives.

These items are uncertain and could be material to our results of operations in accordance with U.S GAAP.

Due to this uncertainty, we do not believe that reconciling information for such projected figures would be meaningful.

2023 performance was exceptionally strong and significantly exceeded our expectations.

We took delivery of three new ships (*Silver Nova, Celebrity Ascen*t and *Icon of the Seas*), expanded Perfect Day at CocoCay’s capacity with the launch of Hideaway Beach, and successfully returned to normalized load factors of 105.6%, with peak summer sailings reaching load factors of 110%.

We achieved strong financial performance, including EBITDA of $4.5 billion in 2023, record Adjusted EBITDA per APCD and record ROIC.

In addition, 2023 delivered record Net Yields and Adjusted EBITDA, and we made significant progress in repairing our balance sheet, repaying approximately $4.0 billion of debt.

Total revenues in 2023 were $13.9 billion, exceeding the previous record of $11.0 billion in 2019 driven by strong ticket revenue and onboard revenue performance, inclusive of capacity growth.

As a result of this, Gross Margin Yields increased 13.2% as-reported, and Net Yields increased 13.5% in Constant-Currency, both compared to 2019.

The strength in revenue and improved cash flow, combined with our margin expansion efforts allowed us to accelerate debt repayment, improving our debt maturity profile.

Our disciplined cost control helped mitigate the effects of inflation.

For 2023, Net Cruise Costs included $2.31 per APCD of structural costs which were not present in 2019, including increased costs associated with Perfect Day at CocoCay, our Galveston terminal, and roll-out of Starlink internet onboard our fleet.

In 2024, we expect our capacity to increase by 8.5% compared to 2023, with the addition of *Silver Ray* and *Utopia of the Seas* and a full year of operations for *Silver Nova*, *Celebrity Ascent*, and *Icon of the Seas* (which began revenue sailings in January 2024).

*Management's Plan and Liquidity*

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 sustained increase in revenue per available passenger cruise day;

- 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

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.

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

This seasonal trend was disrupted with the voluntary suspension of our global cruise operations effective March 2020 in response to the COVID-19 outbreak.

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.

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

A reconciliation of Gross Cruise

Although discussed in prior periods, we did not disclose or reconcile in this report our Gross Yields and Net Yields, as defined in our Annual Report on Form 10-K for the year ended December 31, 2019.

Historically, we have utilized these financial metrics to measure relevant rate comparisons to other periods.

However, our 2022 and 2021 reduction in capacity and revenues, due to the impact of the COVID-19 pandemic on our operations, do not allow for a meaningful analysis and comparison of these metrics and as such these metrics have been excluded from this report.

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.

We started 2022 by operating 51 ships and sailing at 57% load factor in the first quarter of 2022.

We successfully completed the return of our entire fleet into operations during the second quarter and achieved 96% load factors in the third quarter with the Caribbean eclipsing triple digits at close to 105% during the third quarter.

We finished the year sailing at almost 100% load factor in December 2022, with holiday sailings close to 110% during the fourth quarter.

Despite only partially operating for the first half of the year, total revenues were $8.8 billion in 2022, compared to $11.0 billion in 2019.

Load factors for 2022 were 85%, and 96% for the second half of the year.

Additionally, total revenue per passenger cruise day in 2022 was higher than record 2019 levels, driven by strong onboard revenue performance.

Our cost-conscious mindset has helped to mitigate the effects of inflation, and we benefited from reduced costs related to health protocols as the year went on.

For the year Net Cruise Costs included $5.97 per APCD of transitory costs related to health protocols, and one-time lagging costs related to fleet ramp up.

2022 also included Galveston terminal construction costs and increased costs associated with CocoCay, which were not present in 2019.

In 2023, we expect our capacity to increase by 14% compared to 2019, despite the reduction in capacity resulting from the divestiture of Azamara and the sale of older ships.

Since 2019 we have welcomed 9 new ships across our five brands, and with the addition of *Celebrity Ascent* and *Silver Nova* in 2023 we expect a total of 11 new vessels operating by year end.

Lastly, we anticipate taking delivery of *Icon of the Seas* by the end of the year, to begin operating revenue sailings in 2024.

The increase reflects our full return to operations by June 2022 compared to 2021 when the suspension of our global cruise operations was in effect for a substantial portion of our fleet.

APCDs for the year ended December 31, 2022 was 41,197,650 compared to 11,767,441, in the same period in 2021.

At December 31, [removed: 2022,] [added: 2023,] approximately [removed: 75.0%] [added: 83%] of our long-term debt was effectively fixed as compared to [removed: 65.7%] [added: 75.0%] as of December 31, [removed: 2021.][added: 2022.]

The estimated fair value of our long-term fixed-rate debt at December 31, [removed: 2022] [added: 2023] was [removed: $14.8] [added: $15.9] billion, using quoted market prices, where available, or using the present value of expected future cash flows which incorporates risk profile.

The fair value of our [removed: fixed to] floating [added: to fixed] interest rate swap agreements was estimated to be an asset of [removed: $7.7] [added: $87] million as of December 31, [removed: 2021,] [added: 2023] based on the present value of expected future cash flows.

A hypothetical one percentage point decrease in interest rates at December 31, [removed: 2022] [added: 2023] would [removed: decrease] [added: increase] the fair value of our hedged and unhedged long-term fixed-rate debt by approximately [removed: $369.4 million.][added: $2.1 billion.]

A hypothetical one percentage point increase in interest rates would increase our forecasted [removed: 2023] [added: 2024] interest expense by approximately [removed: $34.8] [added: $25.5] million, assuming no change in foreign currency exchange rates.

At December 31, [removed: 2022,] [added: 2023,] we maintained interest rate swap agreements on the following floating-rate debt instruments:

| Debt Instrument | | | Swap Notional as of December 31, [removed: 2022] [added: 2023] (In [removed: thousands)] [added: millions)] | | | Maturity | | | Debt Floating [removed: Rate] [added: Rate (3)] | | | | | | All-in [removed: Swap] Fixed Rate | | |

| *Celebrity Reflection* term loan | | | $ | [removed: 109,083] [added: 55] | | October 2024 | | | [removed: LIBOR plus] [added: Term SOFR] | | | 0.40% | | | [removed: 2.85%] [added: 2.88%] | | |

| *Quantum of the Seas* term loan | | | [removed: 245,000] [added: 184] | | | October 2026 | | | [removed: LIBOR plus] [added: Term SOFR] | | | 1.30% | | | [removed: 3.74%] [added: 3.78%] | | |

| *Anthem of the Seas* term loan | | | [removed: 271,875] [added: 211] | | | April 2027 | | | [removed: LIBOR plus] [added: Term SOFR] | | | 1.30% | | | [removed: 3.86%] [added: 3.9%] | | |

| *Ovation of the Seas* term loan | | | [removed: 380,417] [added: 311] | | | April 2028 | | | [removed: LIBOR plus] [added: Term SOFR] | | | 1.00% | | | [removed: 3.16%] [added: 3.2%] | | |

| *Harmony of the Seas* term loan (1) | | | [removed: 338,990] [added: 287] | | | May 2028 | | | EURIBOR plus | | | 1.15% | | | 2.26% | | |

| *Odyssey of the Seas* term loan(2) | | | [removed: 383,333] [added: 345] | | | October 2032 | | | [removed: LIBOR plus] [added: Term SOFR] | | | 0.96% | | | [removed: 3.21%] [added: 3.28%] | | |

| *Odyssey of the Seas* term loan (2) | | | [removed: 191,667] [added: 173] | | | October 2032 | | | [removed: LIBOR plus] [added: Term SOFR] | | | 0.96% | | | [removed: 2.84%] [added: 2.91%] | | |

Amount presented is based on the exchange rate as of December 31, [removed: 2022.][added: 2023.]

(2) Interest rate swap agreements hedging the term loan of *Odyssey of the Seas* include [removed: LIBOR zero-floors matching the debt LIBOR zero-floor.][added: Term SOFR zero-floors, Term SOFR with no floors, and Overnight SOFR.]

The [added: estimated] fair [removed: value] [added: value, as] of [added: December 31, 2023, of] our [removed: floating to fixed interest rate swap agreements] [added: Euro-denominated forward contracts associated with our ship construction contracts] was [removed: estimated to be] an asset of [removed: $123.3 million as of December 31, 2022] [added: $51 million,] based on the present value of expected future cash flows.

As of December 31, [removed: 2022,] [added: 2023,] the aggregate cost of our ships on order, not including ships on order by our Partner Brands, was approximately [removed: $9.8] [added: $7.9] billion, of which we had deposited [removed: $0.8 billion] [added: $698 million] as of such date.

Approximately [added: 43.5% and] 52.3% of the aggregate cost of the ships under construction was exposed to fluctuations in the Euro exchange rate at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

A hypothetical 10% strengthening of the Euro as of December 31, [removed: 2022,] [added: 2023,] assuming no changes in comparative interest rates, would result in a [removed: $511.7] [added: $346] 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 had designated debt as a hedge of our net investments primarily in TUI Cruises of approximately [removed: €433.0] [added: €648] million, or approximately [removed: $461.9] [added: $716] million, through December 31, [removed: 2022.][added: 2023.]

As of December 31, [removed: 2021,] [added: 2022,] we had designated debt as a hedge of our net investments primarily in TUI Cruises of approximately [removed: €97.0] [added: €433.0] million, or approximately [removed: $110.3] [added: $462] million.

We have included net gains of approximately [removed: $63.5] [added: $41] million and [removed: $47.7] [added: $64] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

During [removed: 2022,] [added: 2023,] we maintained an average of approximately [removed: $1.1] [added: $1.3] billion of these foreign currency forward contracts.

For the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] changes in the fair value of the foreign currency forward contracts resulted in [removed: losses] [added: gain (losses)] of approximately [removed: $(101.8)] [added: $19] million, [removed: $(30.9)] [added: $(102)] million and [removed: $(19.0)] [added: $(31)] 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: $93.0] [added: $(43)] million, [removed: $24.3] [added: $93] million and [removed: $(1.5)] [added: $24] million, respectively.

These changes were recognized in earnings within *Other [removed: income (expense)*] [added: (expense) income*] in our consolidated statements of comprehensive income (loss).

Fuel cost, net of the financial impact of fuel swap agreements, as a percentage of our total revenues, was approximately [removed: 12.1%] [added: 8.3%] in [removed: 2022, 25.1%] [added: 2023, 12.1%] in [removed: 2021] [added: 2022] and [removed: 16.8%] [added: 25.1%] in [removed: 2020.][added: 2021.]

As of December 31, [removed: 2022,] [added: 2023,] we had fuel swap agreements to pay fixed prices for fuel with an aggregate notional amount of approximately [removed: $498.1] [added: $899] million, maturing through [removed: 2023.][added: 2026.]

The fuel swap agreements designated as hedges of projected fuel purchases represented [removed: 50%] [added: 61%] of our projected [removed: 2023] [added: 2024] fuel [removed: requirements.]

The estimated fair value of our fuel swap agreements at December 31, [removed: 2022] [added: 2023] was estimated to be a liability of [removed: $6.1] [added: $48] million.

We estimate that a hypothetical 10% increase in our weighted-average fuel price from that experienced during the year ended December 31, [removed: 2022] [added: 2023] would increase our forecasted [removed: 2023] [added: 2024] fuel cost by approximately [removed: $61.0] [added: $58] million, net of the impact of fuel swap agreements.

| | | | $ | 1,566 | | | | | | | | | | | | | |

(3) During the year ended December 31, 2023, we completed our transition from LIBOR to Term SOFR rates for substantially all of our Interest rate swap agreements.

requirements.

Market risk associated with our fixed-rate debt is the potential increase in fair value resulting from a decrease in interest rates.

We use interest rate swap agreements that effectively convert a portion of our fixed-rate debt to a floating-rate basis to manage this risk.

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

The effective dates of the $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 *Odyssey of the Seas* was drawn on March 2021.

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

Together, our Global Brands and our Partner Brands have a combined fleet of [removed: 64] [added: 65] ships in the cruise vacation industry with an aggregate capacity of approximately [removed: 150,005] [added: 157,575] berths as of December 31, [removed: 2022.][added: 2023.]

We believe our Global Brands possess the versatility to enter multiple [removed: cruise] market segments within the [removed: cruise] vacation industry.

The brand competes in both the contemporary [added: family market] and premium segments of the cruise vacation industry [removed: and appeals] [added: appealing] to [added: both] families with children of all [removed: ages, as well as both] [added: ages and] older and younger couples.

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 two to [removed: 19] [added: 18] nights.

Additionally, as of December 31, [removed: 2022,] [added: 2023,] Royal Caribbean International had [removed: four] [added: three] ships on order with an aggregate capacity of approximately [removed: 22,500] [added: 16,900] berths.

The ships on order include [removed: the first three ships of a new generation] [added: two Icon-class ships, *Star] of [removed: vessels, known as] the [removed: Icon-class,] [added: Seas*] and [added: the third Icon-class ship, which are expected to be delivered in 2025 and 2026, respectively, and] our sixth Oasis-class ship, *Utopia of the [removed: Seas*.][added: Seas,* which is expected to be delivered in 2024.]

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

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

Celebrity Cruises operates [removed: 15] [added: 16] ships with an aggregate capacity of approximately [removed: 32,465] [added: 35,715] berths.

Additionally, as of December 31, [removed: 2022,] [added: 2023,] Celebrity Cruises had one Edge-class ship on [removed: order] [added: order, *Celebrity Xcel,*] with an aggregate capacity of approximately 3,250 [removed: berths.][added: berths, which is expected to be delivered in 2025.]

Additionally, as of December 31, [removed: 2022, Silversea] [added: 2023, TUI] Cruises had [added: three ships] on order [removed: two ships of a new generation, known as the Evolution-class,] with an aggregate capacity of approximately [removed: 1,460] [added: 11,100] berths, [removed: which] [added: two of these ships] are expected to be delivered in [removed: the second quarters of 2023 and] 2024, [removed: respectively.][added: the third ship is expected to be delivered in 2026.]

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

[removed: Risk Factors] [added: *Risk Factors*] for further discussion on shipyard operations.

TUI Cruises operates [removed: seven] [added: six] ships, with an aggregate capacity of approximately [removed: 17,700] [added: 15,800] berths.

Hapag-Lloyd Cruises did not have any ships on order as of December 31, [removed: 2022.][added: 2023.]

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

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

As a result, comparative information regarding market penetration [removed: and other indicators are] [added: is] not meaningful for 2020, 2021, and 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 [added: guests carried in those years were first-time cruisers.]

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

[removed: During the five year period from 2015 through 2019, industry] [added: Industry] market penetration rates (computed based on the number of annual cruise guests as a percentage of the total 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 [removed: Asia/Pacific.][added: Asia/Pacific during the five year period from 2015 through 2019.]

The [removed: increased] penetration [removed: shows] [added: rates in 2023 show] the [removed: continued] [added: recovery and] growth potential in the markets most served by the industry.

The [removed: global] cruise [removed: fleet] [added: industry] was served by a [added: fleet with a] weighted average of approximately [removed: 634,000] [added: 650,000] berths during [removed: 2022] [added: 2023] with approximately [removed: 359] [added: 361] ships at the end of [removed: 2022.][added: 2023.]

As of December 31, [removed: 2022,] [added: 2023,] there were approximately [removed: 63] [added: 51] ships on order with an estimated [removed: 143,000] [added: 110,000] berths that are expected to be placed in service in the global cruise market through 2028, not taking into account ships taken out of service or ordered during these periods.

The global cruise industry carried approximately [added: 21 million guests in 2023,] 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 percentage of North American, European and Asia/Pacific cruise guests for [added: 2023,] 2022 and for each of the five years from 2015 through [removed: 2019:][added: 2019 (in thousands, except berth data):]

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

| 2015 | | | | | | 469,000 | | | | | | 112,700 | | | | | | [added: 23,000 | | | | | |] 52% | | | | | | 29% | | | | | | 14% | | | | | | 5% | | |

| 2016 | | | | | | 493,000 | | | | | | 123,270 | | | | | | [added: 24,000 | | | | | |] 51% | | | | | | 27% | | | | | | 19% | | | | | | 3% | | |

| 2017 | | | | | | 515,000 | | | | | | 124,070 | | | | | | [added: 26,700 | | | | | |] 48% | | | | | | 25% | | | | | | 20% | | | | | | 7% | | |

| 2018 | | | | | | 546,000 | | | | | | 135,520 | | | | | | [added: 28,500 | | | | | |] 49% | | | | | | 26% | | | | | | 20% | | | | | | 5% | | |

| 2019 | | | | | | 579,000 | | | | | | 141,570 | | | | | | [added: 30,000 | | | | | |] 47% | | | | | | 25% | | | | | | 24% | | | | | | 4% | | |

| 2022 | | | | | | 634,000 | | | | | | 150,005 | | | | | | [added: 13,100 | | | | | |] 65% | | | | | | [removed: 28%] [added: 29%] | | | | | | 2% | | | | | | [removed: 5%] [added: 4%] | | |

[removed: (2)Source: The] [added: (2)The] estimates of the number of global cruise guests and the weighted-average supply of berths marketed globally are based on a combination of data that we obtain from various publicly available cruise industry trade information sources.

For [removed: 2022,] [added: 2023,] cruise guest information includes data through the third quarter of [removed: 2022.][added: 2023.]

(3)Total berths include our berths related to our Global Brands and Partner [removed: Brands.][added: Brands as of December 31, 2023.]

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

The decrease in Asia/Pacific cruise guests from 2019 to [removed: 2022] [added: 2023] is partly driven by China remaining closed given its [removed: continued] COVID-19 [removed: restrictions.][added: restrictions through the first half 2023.]

We compete with a number of cruise lines [removed: and other] [added: as well as] land-based [removed: vacations.][added: vacation alternatives for consumers’ leisure time.]

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

Silversea Cruises operates 11 ships, with an aggregate capacity of approximately 4,770 berths.

As of December 31, 2023, Silversea Cruises had on order one Evolution-class ship, *Silver Ray*, with an aggregate capacity of approximately 730 berths, which is expected to be delivered in 2024.

During 2023, industry market penetration rates were 3.55% for North America, 1.07% for Europe, and 0.04% for Asia/Pacific.

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

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

| | | | | | | Supply of Berths | | | | | | | | | | | | Industry Cruise Guests | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2023 | | | | | | 650,000 | | | | | | 157,575 | | | | | | 21,200 | | | | | | 63% | | | | | | 27% | | | | | | 6% | | | | | | 4% | | |

These include resorts (including all-inclusive resorts), hotels, internet-based alternative lodging sites, theme parks, sports, nature and sightseeing destinations.

- deliver a lifetime of vacations to our customers;

- deepen our customer relationships in order to increase frequency and repeat booking rates;

In addition, we are focused on enhancing our vacation ecosystem by investing in a new travel platform, our loyalty programs and e-commerce capabilities.

SEA the Future is our commitment to sustain the planet, energize the communities we visit, and accelerate innovation to improve our planet.

Key programs include our Destination Net Zero strategy and Save the Waves Program.

Destination Net Zero’s four-pronged approach includes:

- Modernizing our fleet with new energy-efficient and alternatively fueled vessels;

- Continued investment in energy efficiency programs;

- Development of alternative fuel and alternative power solutions; and

- Optimized deployment and integration of strategic shore-based supply chains.

Collaboration is imperative to reaching our decarbonization goals.

as such, we are partnering with governments, fuel suppliers, shipyards, and technology stakeholders to build and test a safe and reliable supply of alternative energy sources.

Another example of our commitment to sustaining our planet with key partners is our decades-long Save the Waves program, which focuses on waste management techniques and technologies, along with reuse and recycling programs, to reduce the amount of waste produced on our ships and divert the remaining waste from landfills.

key markets.

The first Royal Beach Club is expected to open in 2025 in Nassau, Bahamas.

For instance, in March 2023 we closed a partnership agreement with iCON Infrastructure Partners VI, L.P. ("iCON").

This partnership will own, develop, and manage cruise terminal facilities and infrastructure in key ports of call, initially including several development projects in Italy and Spain.

We continue to develop tools that enhance our commercial capabilities and support our goal of deepening our customer relationships.

For example, we recently enabled booking a cruise in our mobile applications, built a loyalty hub to provide easy to view status, benefits and ways to earn rewards and a video library to showcase our family of brands.

*Risk Factors* - “*We are exposed to cyber security attacks and data breaches and the risks and costs associated with protecting our systems and maintaining data integrity and security”* for a discussion of the risks associated with cyber security.

In addition to offering a simplified booking experience, we leverage the

| *Utopia of the Seas* | | | | | | 2024 | | | | | | 2024 | | | | | | 5,700 | | | | | | | | |

| *Silver Ray* | | | | | | 2024 | | | | | | 2024 | | | | | | 730 | | | | | | | | |

| *Mein Schiff Relax* | | | | | | 2024 | | | | | | 2025 | | | | | | 4,100 | | | | | | | | |

| Total | | | | | | | | | | | | | | | | | | 171,005 | | | | | | | | |

______________________________________________________________

| Shoreside Operations(1) | | | 4,050 | | | 3,900 | | |

| Shoreside - U.S. | | | 46% | | | 54% | | |

| Shoreside - International | | | 43% | | | 57% | | |

| White | | | 39% | | |

| Hispanic | | | 43% | | |

This includes additional tools to assist our employees with managing their career development within Royal Caribbean Group.

In addition to our headquarters in Miami, Florida, we have offices and a network of international representatives around the world, which primarily focus on sales and market development.

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.

Our Global Brands also offer similar itineraries as well as similar cost and revenue components.

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

*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.

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, if certain conditions are met.

Silversea Cruises operates 11 ships, with an aggregate capacity of approximately 4,150 berths, including the brand's newest ship, *Silver Endeavour*, which was acquired in the third quarter of 2022 and commenced operations in the fourth quarter of 2022.

Additionally, as of December 31, 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.

guests carried in those years were first-time cruisers.

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 and 2022 resulting from the COVID-19 pandemic.

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

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

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

Cruise lines also compete with other vacation alternatives such as land-based resort hotels, internet-based alternative lodging sites and sightseeing destinations for consumers’ leisure time.

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.

- deepen our customer relationships in order to enhance our revenues;

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

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.

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

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

We are also committed to assessing and managing potential impacts related to our operations in the communities in which we operate.

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.

*Risk Factors* - “*Conducting business globally results in increased costs and other risks”* for a discussion of the risks associated with our international operations.

markets while growing our presence in developing markets.

As a result of the operational disruptions caused by the COVID-19 pandemic, we delayed previously announced Perfect Day site openings and are reassessing their timing as well as the timing of our Royal Beach Club offering portfolio.

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.

Technology also plays a critical role in the measures and protocols that we have developed and will continue operating on our cruise ships.

For example, through the deployment of our innovative electronic safety drill ("Muster 2.0") program, we have added convenience, and improved our guests experience regarding the mandatory safety briefing.

of the channel.

| *Silver Explorer* | | | | | | 1989 | | | | | | 2008 | | | | | | 150 | | | | | | | | |

| Total | | | | | | | | | | | | | | | | | | 159,585 | | | | | | | | |

_________________________________________________________________

Two ships on order are being built in Germany by Meyer Werft GmbH, four are being built in Finland by Meyer Turku shipyard, two are being built in France by Chantiers de l’Atlantique and two are being built in Italy by Fincantieri.

| *Unnamed* | | | | | | Meyer Turku Oy | | | | | | 2nd Quarter 2025 | | | | | | 5,600 | | | | | | | | | | | |

| *Silver Nova* | | | | | | Meyer Werft | | | | | | 2nd Quarter 2023 | | | | | | 730 | | | | | | | | | | | |

Refer to Note 1*.

For example, we offer air transportation to our guests through our air transportation program available in major cities around the world.

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

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

The [removed: complaints] [added: complaint] further [removed: allege] [added: alleges] that we trafficked in [removed: those properties] [added: the terminal] by embarking and disembarking passengers at these facilities.

[removed: In November 2022,] [added: We have appealed] the [added: judgment to the] United States Court of Appeals for the 11th [removed: Circuit affirmed the Court's dismissal of the lawsuit.][added: Circuit.]

[removed: In the Havana Docks Action, the] [added: 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.

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

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.

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.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

The aggregate market value of the registrant's common stock at June 30, [removed: 2022] [added: 2023] (based upon the closing sale price of the common stock on the New York Stock Exchange on June 30, [removed: 2022)] [added: 2023)] held by those persons deemed by the registrant to be non-affiliates was approximately [removed: $8.1] [added: $24.4] billion.

There were [removed: 255,350,697] [added: 256,650,147] shares of common stock outstanding as of February [removed: 20, 2023.][added: 16, 2024.]

Portions of the registrant's Definitive Proxy Statement relating to its [removed: 2023] [added: 2024] Annual Meeting of Shareholders are incorporated by reference in Part III, Items 10-14 of this Annual Report on Form 10-K as indicated herein.

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| [Item [removed: 16.](#ic47e1e302ffb4088b18d0cb995a2184e_121)] [added: 16.](#id6eefc4e688e443ab0301f30c91984f6_178)] | | | | | | [Form 10-K [removed: Summary](#ic47e1e302ffb4088b18d0cb995a2184e_121)] [added: Summary](#id6eefc4e688e443ab0301f30c91984f6_178)] | | | | | | [removed: [64](#ic47e1e302ffb4088b18d0cb995a2184e_121)] [added: [66](#id6eefc4e688e443ab0301f30c91984f6_178)] | | |

| [PART I](#id6eefc4e688e443ab0301f30c91984f6_10) | | | | | | | | | | | | | | |

| [I](#id6eefc4e688e443ab0301f30c91984f6_2442)[tem 1C.](#id6eefc4e688e443ab0301f30c91984f6_2442) | | | | | | [Cybersecurity](#id6eefc4e688e443ab0301f30c91984f6_2442) | | | | | | [22](#id6eefc4e688e443ab0301f30c91984f6_2442) | | |

| [PART II](#id6eefc4e688e443ab0301f30c91984f6_79) | | | | | | | | | | | | | | |

| [PART III](#id6eefc4e688e443ab0301f30c91984f6_166) | | | | | | | | | | | | | | |

| [PART IV](#id6eefc4e688e443ab0301f30c91984f6_172) | | | | | | | | | | | | | | |

| [Signatures](#id6eefc4e688e443ab0301f30c91984f6_181) | | | | | | | | | | | | [67](#id6eefc4e688e443ab0301f30c91984f6_181) | | |

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

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

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

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

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

Securing the Company’s business information, intellectual property, customer and employee data and technology systems is essential for the continuity of our businesses, meeting applicable regulatory requirements and maintaining the trust of our various stakeholders.

Cybersecurity is an important and integrated part of the Company’s enterprise risk management function that identifies, monitors and mitigates business, operational, financial and legal risks.

We have developed a cybersecurity program designed to protect and preserve the confidentiality, integrity and continued availability of all information we own or process against risks from cybersecurity threats.

Using a risk-based prioritization approach, the cybersecurity team focuses on securing our high value assets, updating our cybersecurity detection and prevention capabilities to identify new threats, and maturing the compliance processes to protect the Company’s operations and data.

*Risk Management and Strategy*

We have implemented policies, programs and controls and invested in cybersecurity technologies that focus on assessing, monitoring, and managing our cybersecurity risks.

These include, but are not limited to: maintaining comprehensive cybersecurity policies and practices; augmenting our organization with a global cybersecurity operation center that monitors cyber threats 24-hours a day on a year-round basis; new surveillance technologies to proactively identify threats and improve the Company’s cyber defense capabilities; implementing enterprise-wide cybersecurity training, anti-phishing and awareness programs for our employees and crew members; and conducting cyber simulations with various teams across the Company as well as with management to evaluate our response approach.

We have also implemented comprehensive processes designed to identify and oversee risks from cybersecurity threats associated with our third-party service providers, which include security assessments on our suppliers and vendors and continuous monitoring of cyber threats.

Our cybersecurity program is based on recognized best practices and standards for cybersecurity, such as the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework.

We conduct regular third-party assessments of our cyber risk management program.

We also conduct a periodic assessment of cybersecurity risk as part of broader enterprise risk management (ERM).

This assessment includes an evaluation of the Company’s processes to identify and respond to cyber risks and the effectiveness of the Company’s lines of defense.

Given the complexity and evolving nature of cybersecurity threats, we leverage both internal cyber analytics and external sources of threat intelligence (including assessors, consultants, and other third parties) to evaluate our cyber risks and to properly adjust our risk mitigation approach.

We also maintain controls and procedures that are designed to evaluate cyber risks on an ongoing basis.

These processes include prompt communication of certain cybersecurity incidents to the Company’s executives, internal committees and the Board as needed, so that any needed external reporting can be made by management and the Board in a timely manner.

Our policies require each of our employees to contribute to our data security efforts.

We regularly educate our employees about the importance of handling and protecting customer and employee data, including through annual privacy and security training to enhance employee awareness of how to detect and respond to cybersecurity threats.

As of the date of this report, we are not aware of any risks from cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations, or financial condition.

For additional description of cybersecurity risks and potential related impacts on the Company, refer to Item 1A.

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

*Governance*

Our cybersecurity program is led by our Chief Information Officer (CIO) and the Chief Information Security Officer (CISO).

They are supported by Information Security Officers who work closely with our operational teams.

Our CIO and CISO have more than 35 years of collective experience in the cybersecurity field.

The CISO reports to the CIO and is generally responsible for management of cybersecurity risk and the protection and defense of our networks and systems.

The CISO has served in similar roles at three major public companies and is a recognized cybersecurity leader.

He regularly engages with peer CISOs, cybersecurity experts and organizations, including the Cloud Security Alliance (CSA) and the NIST, to stay informed on the latest industry developments.

The CISO regularly informs our internal Disclosure Committee, Chief Financial Officer, and our President and Chief Executive Officer of cybersecurity risks and incidents as per our internal cyber risk framework.

This also helps ensure that the highest levels of management are kept abreast of our cybersecurity posture and potential risks.

Our Board, in coordination with the Audit Committee, is actively engaged in reviewing management's processes for assessing and managing cybersecurity risks.

The Board reviews cybersecurity at least annually.

The Audit Committee directly oversees the Company’s management of cybersecurity risks.

On a quarterly basis or as needed, the Audit Committee receives updates from management (including the CIO and CISO) on cybersecurity risks resulting from risk assessments, progress of risk reduction initiatives, external auditor feedback, control maturity assessments, and relevant internal and industry cybersecurity incidents.

In addition, the Chair of the Audit Committee regularly informs the Board of the outcome of the Audit Committee's reviews at scheduled Board meetings.

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

As of February [removed: 20, 2023,] [added: 16, 2024,] there were approximately [removed: 1,243] [added: 1,186] record holders of our common stock.

There were no repurchases of common stock during the year ended December 31, [removed: 2022.][added: 2023.]

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: 2017] [added: 2018] to December 31, [removed: 2022.][added: 2023.]

[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: 2017] [added: 2018] and that all dividends were reinvested.

| | | | | | | 12/18 | | | 12/19 | | | | | | 12/20 | | | | | | 12/21 | | | | | | 12/22 | | | | | | 12/23 | | |

| Royal Caribbean Cruises Ltd. | | | | | | 100.00 | | | 139.95 | | | | | | 79.22 | | | | | | 81.57 | | | | | | 52.43 | | | | | | 137.35 | | |

| S&P 500 | | | | | | 100.00 | | | 131.49 | | | | | | 155.68 | | | | | | 200.37 | | | | | | 164.08 | | | | | | 207.21 | | |

| Dow Jones U.S. Travel & Leisure | | | | | | 100.00 | | | 123.94 | | | | | | 126.10 | | | | | | 140.59 | | | | | | 112.10 | | | | | | 152.56 | | |

| | | | | | | 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 | | |

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] 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: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the quarter ended December 31, 2023, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as such term is defined in Item 408 of Regulation S-K).

None.

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: 2023] [added: 2024] 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.

| 4.1 | | | | | | [Agreement of Royal Caribbean Cruises Ltd. to furnish certain debt instruments to the Securities and Exchange [removed: Commission*](https://www.sec.gov/Archives/edgar/data/884887/000088488723000006/a2022q4exhibit41.htm)] [added: Commission*](https://www.sec.gov/Archives/edgar/data/884887/000088488724000075/a2023q4exhibit41.htm)] | | | | | | | | | | | | | | | | | | | | |

| 4.2 | | | | | | [Description of the Company's [removed: Securities](https://www.sec.gov/Archives/edgar/data/884887/000088488721000006/a2020q4exhibit410.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/884887/000088488724000075/a2023q4exhibit42.htm) [*](https://www.sec.gov/Archives/edgar/data/884887/000088488724000075/a2023q4exhibit42.htm)[](https://www.sec.gov/Archives/edgar/data/884887/000088488724000075/a2023q4exhibit42.htm)] | | | | | | [removed: 10-K] | | | | | | [removed: 4.1] | | | | | | [removed: 12/31/2020] | | |

| [removed: 10.12] [added: 10.14] | | | | | | [Novation Agreement, dated as of December 13, 2019, between Palmeraie Finance Limited, Royal Caribbean Cruises Ltd., Citibank Europe Plc, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch HSBC France, Banco Santander S.A., Banco Bilbao Vizcaya Argentaria S.A., Paris Branch, BNP Paribas SA, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch, Société Générale, Unicredit Bank AG and the banks and financial institutions as lender parties thereto](http://www.sec.gov/Archives/edgar/data/884887/000110465919073886/tm1926395d1_ex10-1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 12/18/2019 | | |

| [removed: 10.13] [added: 10.15] | | | | | | [Icon 1 Hull No. S-1400 Credit Agreement, dated as of October 11, 2017, between Royal Caribbean Cruises Ltd., as the Borrower, the Lenders from time to time party thereto, KfW IPEX-Bank GmbH, as Hermes Agent, Facility Agent, Documentation Agent and Initial Mandated Lead Arranger and BNP Paribas Fortis SA/NV as Finnvera Agent](http://www.sec.gov/Archives/edgar/data/884887/000110465917062535/a17-24009_1ex10d1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 10/17/2017 | | |

| [removed: 10.14] [added: 10.17] | | | | | | [Amendment No. 1 to Icon 1 Hull No. S-1400 Credit Agreement, dated as of July 3, 2018, between Royal Caribbean Cruises Ltd., as the Borrower, the Lenders from time to time party thereto, KfW IPEX-Bank GmbH, as Hermes Agent, Facility Agent, Documentation Agent and Initial Mandated Lead Arranger and BNP Paribas Fortis SA/NV as Finnvera Agent](http://www.sec.gov/Archives/edgar/data/884887/000088488718000079/rcl-630x2018xexhibit1011.htm) | | | | | | 10-Q | | | | | | 10.11 | | | | | | 6/30/2018 | | |

| [removed: 10.15] [added: 10.16] | | | | | | [Icon 2 Hull No. S-1401 Credit Agreement, dated as of October 11, 2017, between Royal Caribbean Cruises Ltd., as the Borrower, the Lenders from time to time party thereto, KfW IPEX-Bank GmbH, as Hermes Agent, Facility Agent, Documentation Agent and Initial Mandated Lead Arranger and BNP Paribas Fortis SA/NV as Finnvera Agent](http://www.sec.gov/Archives/edgar/data/884887/000110465917062535/a17-24009_1ex10d2.htm) | | | | | | 8-K | | | | | | 10.2 | | | | | | 10/17/2017 | | |

| [removed: 10.16] [added: 10.18] | | | | | | [Amendment No. 1 to Icon 2 Hull No. S-1401 Credit Agreement, dated as of July 3, 2018, between Royal Caribbean Cruises Ltd., as the Borrower, the Lenders from time to time party thereto, KfW IPEX-Bank GmbH, as Hermes Agent, Facility Agent, Documentation Agent and Initial Mandated Lead Arranger and BNP Paribas Fortis SA/NV as Finnvera Agent](http://www.sec.gov/Archives/edgar/data/884887/000088488718000079/rcl-6302018xexhibit1012.htm) | | | | | | 10-Q | | | | | | 10.12 | | | | | | 6/30/2018 | | |

| [removed: 10.17] [added: 10.19] | | | | | | [Icon 3 Hull No. 1402 Credit Agreement, dated as of December 18, 2019, between Royal Caribbean Cruises Ltd., as the Borrower, KfW IPEX-Bank GmbH, as Facility Agent CIRR Agent, Documentation Agent, Hermes Agent, Initial Mandated Lead Arranger and Sole Bookrunner, and the Lenders and Residual Risk Guarantors from time to time party thereto](http://www.sec.gov/Archives/edgar/data/884887/000110465919075059/tm1926679d1_ex10-1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 12/20/2019 | | |

| [removed: 10.18] [added: 10.20] | | | | | | [Term Loan Agreement, dated as of March 23, 2020, among Royal Caribbean Cruises Ltd., the various financial institutions as are or shall be party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent for the lender parties and as collateral agent for the secured parties](http://www.sec.gov/Archives/edgar/data/884887/000110465920037377/tm2012810d1_ex10-1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 3/23/2020 | | |

| [removed: 10.19] [added: 10.21] | | | | | | [Third Amendment Agreement to a Credit Agreement, dated as of 13 November 2015 (as amended and restated from time to time) “Spectrum of the Seas” – ex Hull No. S-700, dated April 8, 2020, between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, as Hermes agent, facility agent, initial mandated lead arrangers and the mandated lead arrangers](http://www.sec.gov/Archives/edgar/data/884887/000110465920045587/tm2015547d1_ex10-2.htm) | | | | | | 8-K | | | | | | 10.2 | | | | | | 4/10/2020 | | |

| [removed: 10.20] [added: 10.22] | | | | | | [Second Supplemental Agreement to a Credit Agreement in respect of the financing of acquisition of m.v. Celebrity Apex (ex hull no. K34), dated as of April 29, 2020, between Royal Caribbean Cruises Ltd., Citibank N.A., London Bank, as global coordinator, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch as ECA agent, Citibank Europe PLC, UK Branch as facility agent, the mandated lead arrangers and the other lenders party thereto](http://www.sec.gov/Archives/edgar/data/884887/000110465920056223/tm2018324d1_ex10-2.htm) | | | | | | 8-K | | | | | | 10.2 | | | | | | 5/4/2020 | | |

| [removed: 10.21] [added: 10.23] | | | | | | [Fourth Supplemental Agreement to a Credit Agreement in respect of the financing of acquisition of m.v. Symphony of the Seas (ex hull no. B34), dated as of April 29, 2020, between Royal Caribbean Cruises Ltd., Citibank N.A., London Branch as ECA agent, Citibank Europe PLC, UK Branch as facility agent, the mandated lead arrangers and the other lenders party thereto](http://www.sec.gov/Archives/edgar/data/884887/000110465920056223/tm2018324d1_ex10-3.htm) | | | | | | 8-K | | | | | | 10.3 | | | | | | 5/4/2020 | | |

| [removed: 10.22] [added: 10.26] | | | | | | [removed: [First] [added: F[irst] Supplemental Agreement relating to Hull No. C34 at Chantiers de l’Atlantique (previously known as STX France S.A.), dated as of March 12, 2020, by and among Hibisyeu Finance Limited as borrower, Chantiers de L’Atlantique as seller, the Company as buyer, Citibank Europe PLC, UK Branch as facility agent, Citicorp Trustee Company Limited as security trustee, Citibank N.A., London branch as global coordinator, HSBC France as French coordinating bank, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch as ECA agent and the banks and financial institutions listed [removed: thereto](http://www.sec.gov/Archives/edgar/data/884887/000088488720000029/exhibit106.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/884887/000088488720000029/exhibit106.htm)] | | | | | | 10-Q | | | | | | 10.6 | | | | | | 5/21/2020 | | |

| [removed: 10.23] [added: 10.27] | | | | | | [Supplemental Agreement in relation to the extension of the waiver period for financial covenants in respect of the financing of the acquisition of Celebrity Apex (ex hull no. K34), dated July 28, 2020, among Royal Caribbean Cruises Ltd. and Citibank Europe plc, UK Branch](http://www.sec.gov/Archives/edgar/data/884887/000110465920089652/tm2025989d1_ex10-6.htm) | | | | | | 8-K | | | | | | 10.6 | | | | | | 8/3/2020 | | |

| [removed: 10.24] [added: 10.28] | | | | | | [Supplemental Agreement in relation to the extension of the waiver period for financial covenants in respect of the financing of the acquisition of Symphony of the Seas (ex hull no. B34), dated July 28, 2020, among Royal Caribbean Cruises Ltd. and Citibank Europe plc, UK Branch](http://www.sec.gov/Archives/edgar/data/884887/000110465920089652/tm2025989d1_ex10-7.htm) | | | | | | 8-K | | | | | | 10.7 | | | | | | 8/3/2020 | | |

| [removed: 10.25] [added: 10.29] | | | | | | [Third Amendment Agreement to a Credit Agreement dated as of 13 November 2015 (as amended and restated from time to time) in respect of “Odyssey of the Seas” – Hull S-713, dated 30 April 2020, between the Company, the lenders party thereto, KfW IPEX-Bank GmbH, as Hermes agent, facility agent, initial mandated lead arrangers and the mandated lead arrangers.](http://www.sec.gov/Archives/edgar/data/884887/000088488720000037/a2020q2exhibit1015.htm) | | | | | | 10-Q | | | | | | 10.15 | | | | | | 8/10/2020 | | |

| [removed: 10.26] [added: 10.30] | | | | | | [Amendment Letter, dated May 11, 2020 in respect of the Icon 3 Hull No. 1402 credit agreement, dated 18 December 2019 between the Company, the lenders and residual risk guarantors party thereto, and KfW IPEX-Bank GmbH as facility agent, CIRR agent, documentation agent, Hermes agent, initial mandated lead arranger and sole bookrunner.](http://www.sec.gov/Archives/edgar/data/884887/000088488720000037/a2020q2exhibit1016.htm) | | | | | | 10-Q | | | | | | 10.16 | | | | | | 8/10/2020 | | |

| [removed: 10.27] [added: 10.33] | | | | | | [Supplemental Agreement in relation to certain amendments in connection with Silversea Cruise Holding Ltd. in respect of Oasis 5 (ex. hull no. C34), dated August 29, 2020, among the Company, Hibisyeu Finance Limited, Citibank Europe Plc, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch and HSBC France](http://www.sec.gov/Archives/edgar/data/884887/000088488720000049/a2020q3exhibit1012.htm) | | | | | | 10-Q | | | | | | 10.12 | | | | | | 11/4/2020 | | |

| [removed: 10.28] [added: 10.34] | | | | | | [Supplemental Agreement in relation to certain amendments in connection with Silversea Cruise Holding Ltd. in respect of Oasis 6 (ex. hull no. A35), dated August 29, 2020, among the Company, Palmeraie Finance Limited, Citibank Europe Plc, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch and HSBC France](http://www.sec.gov/Archives/edgar/data/884887/000088488720000049/a2020q3exhibit1013.htm) | | | | | | 10-Q | | | | | | 10.13 | | | | | | 11/4/2020 | | |

| [removed: 10.29] [added: 10.35] | | | | | | [Fourth Supplemental Agreement relating to a credit agreement in respect of the financing of the acquisition of mv. Celebrity Apex (ex hull no. K34), dated as of October 30, 2020, between Royal Caribbean Cruises Limited, Citibank N.A., London Branch, SMBC Bank International PLC, Citibank Europe PLC, UK Branch, the mandated lead arrangers and the banks and financial institutions party thereto as lenders](http://www.sec.gov/Archives/edgar/data/884887/000088488721000006/a2020q4exhibit1069.htm) | | | | | | 10-K | | | | | | 10.69 | | | | | | 12/31/2020 | | |

| [removed: 10.30] [added: 10.36] | | | | | | [Sixth Supplemental Agreement relating to a credit agreement in respect of the financing of the acquisition of m.v. Symphony of the Seas (ex hull no. B34), dated as of October 30, 2020, between Royal Caribbean Cruises Ltd., Citibank N.A., London Branch, Citibank Europe PLC, UK Branch, the mandated lead arrangers listed therein and the banks and financial institutions party thereto as lenders](http://www.sec.gov/Archives/edgar/data/884887/000088488721000006/a2020q4exhibit1072.htm) | | | | | | 10-K | | | | | | 10.72 | | | | | | 12/31/2020 | | |

| [removed: 10.31] [added: 10.39] | | | | | | [Supplemental Agreement relating to Hull No. C34 at Chantiers de l’Atlantique, dated November 13, 2020, between Hibisyeu Finance Limited, Royal Caribbean Cruises Ltd., Citibank Europe PLC, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC France, SMBC Bank International PLC, the banks and financial institutions party thereto and the mandated lead arrangers](http://www.sec.gov/Archives/edgar/data/884887/000088488721000006/a2020q4exhibit1075.htm) | | | | | | 10-K | | | | | | 10.75 | | | | | | 12/31/2020 | | |

| [removed: 10.32] [added: 10.40] | | | | | | [Supplemental Agreement relating to Hull No. A35 at Chantiers de l’Atlantique, dated November 13, 2020, between Palmeraie Finance Limited, Royal Caribbean Cruises Ltd., Citibank Europe PLC, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC France, the mandated lead arrangers and the banks and financial institutions party thereo](http://www.sec.gov/Archives/edgar/data/884887/000088488721000006/a2020q4exhibit1076.htm) | | | | | | 10-K | | | | | | 10.76 | | | | | | 12/31/2020 | | |

| [removed: 10.33] [added: 10.41] | | | | | | [Amendment No. 4 in connection with the Credit Agreement in respect of “Odyssey of the Seas” – Hull S-713, dated December 21, 2020, between Royal Caribbean Cruises Ltd., KfW IPEX-Bank GmbH, the mandated lead arrangers and the banks and financial institutions party thereto](http://www.sec.gov/Archives/edgar/data/884887/000088488721000006/a2020q4exhibit1080.htm) | | | | | | 10-K | | | | | | 10.80 | | | | | | 12/31/2020 | | |

| [removed: 10.34] [added: 10.42] | | | | | | [Amendment No. 4 in connection with the Credit Agreement in respect of “Spectrum of the Seas” – Hull S-700, dated December 21, 2020, between Royal Caribbean Cruises Ltd., KfW IPEX-Bank GmbH, the mandated lead arrangers and the banks and financial institutions party thereto](http://www.sec.gov/Archives/edgar/data/884887/000088488721000006/a2020q4exhibit1083.htm) | | | | | | 10-K | | | | | | 10.83 | | | | | | 12/31/2020 | | |

| [removed: 10.35] [added: 10.43] | | | | | | [Amendment No. 2 in connection with the Credit Agreement in respect of Icon 1—Hull 1400, dated as of February 15, 2021, between the Company, the lenders party thereto, KfW IPEX-Bank GmbH, as Hermes agent and facility agent, BNP Paribas Fortis SA/NV as Finnvera agent, the banks and financial institutions listed therein as initial mandated lead arranger, other mandated lead arrangers or lead arrangers and the banks and financial institutions listed therein as lenders](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921025274/tm217061d1_ex10-4.htm) | | | | | | 8-K | | | | | | 10.4 | | | | | | 2/18/2021 | | |

| [removed: 10.36] [added: 10.44] | | | | | | [Amendment No. 2 in connection with the Credit Agreement in respect of Icon 2—Hull 1401, dated as of February 15, 2021, between the Company, the lenders party thereto, KfW IPEX-Bank GmbH, as Hermes agent and facility agent, BNP Paribas Fortis SA/NV as Finnvera agent, the banks and financial institutions listed therein as initial mandated lead arranger, other mandated lead arrangers or lead arrangers and the banks and financial institutions listed therein as lenders](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921025274/tm217061d1_ex10-5.htm) | | | | | | 8-K | | | | | | 10.5 | | | | | | 2/18/2021 | | |

| [removed: 10.37] [added: 10.45] | | | | | | [Amendment No. 1 in connection with the Credit Agreement in respect of Icon 3—Hull 1402, dated as of February 15, 2021, between the Company, the lenders party thereto, KfW IPEX-Bank GmbH, as Hermes agent, facility agent, initial mandated lead arranger and sole book runner and the banks and financial institutions listed therein as lenders and residual risk guarantors](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921025274/tm217061d1_ex10-6.htm) | | | | | | 8-K | | | | | | 10.6 | | | | | | 2/18/2021 | | |

| [removed: 10.38] [added: 10.46] | | | | | | [Amendment No. 5 in connection with the Credit Agreement in respect of “ODYSSEY OF THE SEAS” – Hull S-713, dated as of February 18, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-5.htm) | | | | | | 8-K | | | | | | 10.5 | | | | | | 2/23/2021 | | |

| [removed: 10.39] [added: 10.47] | | | | | | [Amendment No. 5 in connection with the Credit Agreement in respect of “SPECTRUM OF THE SEAS” – Hull S-700, dated as of February 17, 2021, between Royal Caribbean Cruises Ltd., KfW IPEX-GmbH as administrative agent and Hermes agent and the banks and financial institutions party thereto as lenders](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-7.htm) | | | | | | 8-K | | | | | | 10.7 | | | | | | 2/23/2021 | | |

| [removed: 10.40] [added: 10.48] | | | | | | [Amendment Agreement in connection with the Credit Agreement in respect of “CELEBRITY APEX” (ex. Hull K34), dated as of February 18, 2021 between Royal Caribbean Cruises Ltd., Citibank N.A., London Branch as global coordinator, SMBC Bank International plc as ECA agent, Citibank Europe plc, UK Branch, as facility agent, the banks and financial institutions listed therein as the mandated lead arrangers and the banks and financial institutions listed as lenders party thereto](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-12.htm) | | | | | | 8-K | | | | | | 10.12 | | | | | | 2/23/2021 | | |

| [removed: 10.41] [added: 10.49] | | | | | | [Amendment Agreement in connection with the Credit Agreement in respect of “SYMPHONY OF THE SEAS” (ex. Hull B34), dated as of February 17, 2021 between Royal Caribbean Cruises Ltd., Citibank N.A., London Branch as global coordinator, SMBC Bank International plc as ECA agent, Citibank Europe plc, UK Branch, as facility agent, the banks and financial institutions listed therein as the mandated lead arrangers and the banks and financial institutions listed as lenders party thereto](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-15.htm) | | | | | | 8-K | | | | | | 10.15 | | | | | | 2/23/2021 | | |

| [removed: 10.42] [added: 10.50] | | | | | | [Amendment No. 6 in connection with the Credit Agreement in respect of “Odyssey of the Seas” – Hull S-713, dated as of March 10, 2021, between the Company, Kfw IPEX-Bank GmbH as facility agent and Hermes agent, the banks and financial institutions party thereto as mandated lead arrangers and the banks and financial institutions listed therein as lenders.](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921037158/tm219688d1_ex10-1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 3/16/2021 | | |

| [removed: 10.43] [added: 10.51] | | | | | | [Amendment No. 3 in connection with the Credit Agreement in respect of “ICON 1” - Hull 1400, dated as of March 16, 2021, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, BNP Paribas Fortis SA/NV as Finnvera agent, the banks and financial institutions party thereto as mandated lead arrangers and the banks and financial institutions listed therein as lenders](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921039073/tm219688d2_ex10-1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 3/19/2021 | | |

| [removed: 10.44] [added: 10.52] | | | | | | [Amendment No. 3 in connection with the Credit Agreement in respect of “ICON 2” - Hull 1401, dated as of March 16, 2021, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, BNP Paribas Fortis SA/NV as Finnvera agent, the banks and financial institutions party thereto as mandated lead arrangers and the banks and financial institutions listed therein as lenders](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921039073/tm219688d2_ex10-2.htm) | | | | | | 8-K | | | | | | 10.2 | | | | | | 3/19/2021 | | |

| [removed: 10.45] [added: 10.53] | | | | | | [Amendment No. 2 in connection with the Credit Agreement in respect of “ICON 3” - Hull 1402, dated as of March 18, 2021, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, KfW IPEX-Bank GmbH as the mandated lead arranger, the banks and financial institutions party thereto as mandated lead arrangers and the banks and financial institutions listed therein as lenders](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921039073/tm219688d2_ex10-3.htm) | | | | | | 8-K | | | | | | 10.3 | | | | | | 3/19/2021 | | |

| [removed: 10.46] [added: 10.54] | | | | | | [Third Supplemental Agreement relating to a secured credit facility agreement for Hull No. A35 at Chantiers l’Atlantique S.A., dated July 6, 2021, between Palmeraie Finance Limited, Royal Caribbean Cruises Ltd., Citibank Europe PLC, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC Continental Europe, SMBC Bank International PLC, the mandated lead arrangers and the banks and financial institutions party thereto.](http://www.sec.gov/Archives/edgar/data/884887/000088488721000028/a2021q3exhibit101.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | 9/30/2021 | | |

| [removed: 10.47] [added: 10.57] | | | | | | [Fourth Supplemental Agreement relating to Hull No. C34 at Chantiers de l’Atlantique, dated July 12, 2021, between Hibisyeu Finance Limited, Royal Caribbean Cruises Ltd., Citibank Europe PLC, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC Continental Europe, SMBC Bank International PLC, the mandated lead arrangers and the banks and financial institutions party thereto](http://www.sec.gov/Archives/edgar/data/0000884887/000088488721000028/a2021q3exhibit104.htm) | | | | | | 10-Q | | | | | | 10.4 | | | | | | 9/30/2021 | | |

| [removed: 10.48] [added: 10.58] | | | | | | [Amendment No. 7 in connection with the Credit Agreement in respect of Odyssey of the Seas – Hull S-713, dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, and the banks and financial institutions listed therein as mandated lead arrangers](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921153981/tm2136245d1_ex10-1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 12/28/2021 | | |

| [removed: 10.49] [added: 10.59] | | | | | | [Amendment No. 6 in connection with the Credit Agreement in respect of Spectrum of the Seas – Hull S-700, dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, and the banks and financial institutions listed therein as mandated lead arrangers](http://www.sec.gov/Archives/edgar/data/0000884887/000110465921153981/tm2136245d1_ex10-5.htm) | | | | | | 8-K | | | | | | 10.5 | | | | | | 12/28/2021 | | |

| 10.12 | | | | | | [Novation Agreement, dated as of July 24, 2017, between Hoediscus Finance Ltd., Royal Caribbean Cruises Ltd., Citibank Europe Plc, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC France, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch and the banks and financial institutions as lender parties thereto](https://www.sec.gov/Archives/edgar/data/884887/000114036117029156/ex10_2.htm) | | | | | | 8-K | | | | | | 10.2 | | | | | | 7/28/2017 | | |

| 10.13 | | | | | | [Novation Agreement, dated as of July 24, 2017, between Houatorris Finance Ltd., Royal Caribbean Cruises Ltd., Citibank Europe Plc, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC France, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch and the banks and financial institutions as lender parties thereto](https://www.sec.gov/Archives/edgar/data/884887/000114036117029156/ex10_3.htm) | | | | | | 8-K | | | | | | 10.3 | | | | | | 7/28/2017 | | |

| 10.24 | | | | | | [First Supplemental Agreement relating to Hull No. L34 at Chantiers de l’Atlantique (previously known as STX France S.A.), dated as of March 12, 2020, by and among Houatorris Finance Limited, Chantiers de L’Atlantique, the Company, Citibank Europe PLC, UK Branch as facility agent, Citicorp Trustee Company Limited as security trustee, Citibank N.A., London branch, HSBC France, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch and the banks and financial institutions party thereto](https://www.sec.gov/Archives/edgar/data/884887/000088488720000029/exhibit104.htm) | | | | | | 10-Q | | | | | | 10.4 | | | | | | 5/21/2020 | | |

| 10.25 | | | | | | [First Supplemental Agreement relating to Hull No. M34 at Chantiers de l’Atlantique (previously known as STX France S.A.), dated as of March 12, 2020, by and among Hoediscus Finance Limited, Chantiers de L’Atlantique as seller, the Company as buyer, Citibank Europe PLC, UK Branch as facility agent, Citicorp Trustee Company Limited as security trustee, Citibank N.A., London branch as global coordinator, HSBC France as French coordinating bank, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch as ECA agent and the banks and financial institutions listed thereto](https://www.sec.gov/Archives/edgar/data/884887/000088488720000029/exhibit105.htm) | | | | | | 10-Q | | | | | | 10.5 | | | | | | 5/21/2020 | | |

| 10.31 | | | | | | [Supplemental Agreement in relation to certain amendments in connection with the Silversea negative covenants and the exercise of the Buyer's Stretch Option in respect of Edge 3 (ex. hull no. L34), dated August 29, 2020, among the Company, Hoediscus Finance Limited, Citibank Europe Plc, UK Branch, Citibank N.A., London Branch, Citicorp Trustee Company Limited, HSBC France and Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch](https://www.sec.gov/Archives/edgar/data/884887/000088488720000049/a2020q3exhibit1010.htm) | | | | | | 10-Q | | | | | | 10.10 | | | | | | 11/4/2020 | | |

| 10.32 | | | | | | [Supplemental Agreement in relation to certain amendments in connection with the Silversea negative covenants and the exercise of the Buyer's Stretch Option in respect of Edge 4 (ex. hull no. M34), dated August 29, 2020, by and among the Company, Hoediscus Finance Limited, Citibank Europe Plc, UK Branch, Citibank N.A., London Branch, Citicorp Trustee Company Limited, HSBC France and Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch](https://www.sec.gov/Archives/edgar/data/884887/000088488720000049/a2020q3exhibit1011.htm) | | | | | | 10-Q | | | | | | 10.11 | | | | | | 11/4/2020 | | |

| 10.37 | | | | | | [Supplemental Agreement relating to a secured credit facility agreement for Hull No. L34 at Chantiers l’Atlantique S.A., dated November 13, 2020, between Hoediscus Finance Limited, Royal Caribbean Cruises Ltd., Citibank Europe PLC, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC France, SMBC Bank International PLC, the mandated lead arrangers and the banks and financial institutions party thereto](http://www.sec.gov/Archives/edgar/data/884887/000088488721000006/a2020q4exhibit1073.htm) | | | | | | 10-K | | | | | | 10.73 | | | | | | 12/31/2020 | | |

| 10.38 | | | | | | [Supplemental Agreement relating to a secured credit facility for hull no. M34, dated November 13, 2020, between Houatorris Finance Limited, Royal Caribbean Cruises Ltd., Citibank Europe PLC, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC France, SMBC Bank International PLC, the mandated lead arrangers and the banks and financial institutions party thereto](http://www.sec.gov/Archives/edgar/data/884887/000088488721000006/a2020q4exhibit1074.htm) | | | | | | 10-K | | | | | | 10.74 | | | | | | 12/31/2020 | | |

| 10.55 | | | | | | [F](https://www.sec.gov/Archives/edgar/data/884887/000088488721000028/a2021q3exhibit102.htm)[ourth Supplemental Agreement relating to a secured credit facility agreement for Hull No. L34 at Chantiers l’Atlantique S.A., dated July 12, 2021, between Hoediscus Finance Limited, Royal Caribbean Cruises Ltd., Citibank Europe PLC, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC Continental Europe, SMBC Bank International PLC, the mandated lead arrangers and the banks and financial institutions party thereto](https://www.sec.gov/Archives/edgar/data/884887/000088488721000028/a2021q3exhibit102.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | 9/30/2021 | | |

| 10.56 | | | | | | [Fourth Supplemental Agreement relating to a secured credit facility for Hull No. M34 at Chantiers l’Atlantique S.A., dated July 12, 2021, between Houatorris Finance Limited, Royal Caribbean Cruises Ltd., Citibank Europe PLC, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC Continental Europe, SMBC Bank International PLC, the mandated lead arrangers and the banks and financial institutions party thereto](https://www.sec.gov/Archives/edgar/data/884887/000088488721000028/a2021q3exhibit103.htm) | | | | | | 10-Q | | | | | | 10.3 | | | | | | 9/30/2021 | | |

| 10.67 | | | | | | [Amendment Agreement in connection with the Credit Agreement in respect of Hull L34 at Chantiers de L’Atlantique S.A., dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., Hoediscus Finance Limited, the lenders party thereto, Citibank Europe PLC UK Branch, Citicorp Trustee Company Limited, Citibank N.A. London Branch, HSBC Continental Europe, SMBC Bank International PLC, and the other banks and financial institutions listed therein](https://www.sec.gov/Archives/edgar/data/884887/000110465921153981/tm2136245d1_ex10-22.htm) | | | | | | 8-K | | | | | | 10.22 | | | | | | 12/28/2021 | | |

| 10.68 | | | | | | [Amendment Agreement in connection with the Credit Agreement in respect of Hull M34 at Chantiers de L’Atlantique S.A., dated as of December 22, 2021, between Royal Caribbean Cruises Ltd., Houatorris Finance Limited, the lenders party thereto, Citibank Europe PLC UK Branch, Citicorp Trustee Company Limited, Citibank N.A. London Branch, HSBC Continental Europe, SMBC Bank International PLC, and the other banks and financial institutions listed therein](https://www.sec.gov/Archives/edgar/data/884887/000110465921153981/tm2136245d1_ex10-23.htm) | | | | | | 8-K | | | | | | 10.23 | | | | | | 12/28/2021 | | |

| 10.70 | | | | | | [Hull L34 Credit Agreement, dated as of July 24, 2017, as novated, amended and restated on the Actual Delivery Date pursuant to a Novation Agreement, dated as of July 24, 2017, by and between Royal Caribbean Cruises Ltd., Citibank N.A., SMBC Bank International plc, Citibank Europe plc, and the banks and financial institutions as lender parties thereto](https://www.sec.gov/Archives/edgar/data/884887/000088488722000018/a2022q1exhibit101.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | 3/31/2022 | | |

| 10.74 | | | | | | [Amendment Agreement in connection with the Credit Agreement in respect of Hull L34, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, Citibank Europe PLC UK Branch, Citibank N.A. London Branch, SMBC Bank International PLC, and the other banks and financial institutions listed therein.](https://www.sec.gov/Archives/edgar/data/884887/000088488722000028/a2022q2exhibit1010.htm) | | | | | | 10-Q | | | | | | 10.10 | | | | | | 6/30/2022 | | |

| 10.75 | | | | | | [Amendment Agreement in connection with the Credit Agreement in respect of Hull M34 at Chantiers de L’Atlantique S.A., dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., Houatorris Finance Limited, the lenders party thereto, Citibank Europe PLC UK Branch, Citicorp Trustee Company Limited, Citibank N.A. London Branch, HSBC Continental Europe, SMBC Bank International PLC, and the other banks and financial institutions listed therein.](https://www.sec.gov/Archives/edgar/data/884887/000088488722000028/a2022q2exhibit1011.htm) | | | | | | 10-Q | | | | | | 10.11 | | | | | | 6/30/2022 | | |

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

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

| 10.88 | | | | | | [Amendment No. 6 in connection with the Credit Agreement in respect of Hull S-719 dated as of June 21, 2023, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent and the banks and financial institutions listed therein as lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488723000044/a2023q2exhibit101.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | 6/30/2023 | | |

| 10.89 | | | | | | [Amendment Agreement in connection with the Credit Agreement in respect of “Symphony of the Seas” (ex Hull B34), dated as of June 30, 2023, between the Company, Citibank N.A. London Branch as ECA agent, Citibank Europe plc UK Branch as facility agent, and the banks and financial institutions listed therein as mandated lead arrangers and the banks and financial institutions listed therein as lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488723000044/a2023q2exhibit102.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | 6/30/2023 | | |

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

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

| 10.91 | | | | | | [Amendment No. 9 in connection with the Credit Agreement in respect of “Odyssey of the Seas” – Hull S-713, dated as of June 30, 2023, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, the banks and financial institutions listed therein as mandated lead arrangers and the banks and financial institutions listed therein as lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488723000044/a2023q2exhibit104.htm) | | | | | | 10-Q | | | | | | 10.4 | | | | | | 6/30/2023 | | |

| 10.92 | | | | | | [Amendment Agreement in connection with the Credit Agreement in respect of Celebrity Apex (ex hull no. K34), dated as of June 30, 2023, between the Company, Citibank N.A., London Bank, as global coordinator, SMBC Bank International plc as ECA agent, Citibank Europe plc, UK Branch as facility agent, the banks and financial institutions listed therein as mandated lead arrangers and the banks and financial institutions listed therein as lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488723000044/a2023q2exhibit105.htm) | | | | | | 10-Q | | | | | | 10.5 | | | | | | 6/30/2023 | | |

| 10.93 | | | | | | [Amendment Agreement in connection with the Credit Agreement in respect of “Wonder of the Seas” (ex Hull C34), dated as of June 30, 2023, between the Company, Citibank N.A., London Bank, as global coordinator, SMBC Bank International plc as ECA agent, Citibank Europe plc, UK Branch as facility agent, the banks and financial institutions listed therein as mandated lead arrangers and the banks and financial institutions listed therein as lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488723000044/a2023q2exhibit106.htm) | | | | | | 10-Q | | | | | | 10.6 | | | | | | 6/30/2023 | | |

| 10.94 | | | | | | [Amendment Agreement in connection with the Credit Agreement in respect of Hull No. A35 dated as of June 30, 2023, between the Company, Palmeraie Finance Limited, Citibank Europe PLC UK Branch, Citicorp Trustee Company Limited, Citibank N.A. London Branch, HSBC Continental Europe, the banks and financial institutions listed therein as mandated lead arrangers and the banks and financial institutions listed therein as lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488723000044/a2023q2exhibit107.htm) | | | | | | 10-Q | | | | | | 10.7 | | | | | | 6/30/2023 | | |

| 10.95 | | | | | | [Amendment Agreement in connection with the Credit Agreement in respect of Hull No. M34, dated as of June 30, 2023, between the Company, Citibank N.A., London Bank, as global coordinator, SMBC Bank International plc as ECA agent and mandated lead arrangers, Citibank Europe plc, UK Branch as facility agent and the banks and financial institutions listed therein as lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488723000044/a2023q2exhibit108.htm) | | | | | | 10-Q | | | | | | 10.8 | | | | | | 6/30/2023 | | |

| 10.96 | | | | | | [Amended and Restated Credit Agreement, dated October 4, 2023, by and among the Company, the various financial institutions as are or shall be parties thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lender parties (and as successor to The Bank of Nova Scotia).](https://www.sec.gov/Archives/edgar/data/884887/000110465923108475/tm2327997d1_ex10-1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 10/11/2023 | | |

| 10.97 | | | | | | [Amended and Restated Credit Agreement, dated October 4, 2023, by and among the Company, the various financial institutions as are or shall be parties thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lender parties (and as successor to Nordea Bank ABP, New York Branch)](https://www.sec.gov/Archives/edgar/data/884887/000110465923108475/tm2327997d1_ex10-2.htm) | | | | | | 8-K | | | | | | 10.2 | | | | | | 10/11/2023 | | |

| 10.98 | | | | | | [Amendment No. 5 in connection with the Credit Agreement in respect of “ICON 3” – Hull 1402, dated as of August 11, 2023, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, and the banks and financial institutions listed therein as lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488723000056/a2023q3exhibit101.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | 9/30/2023 | | |

| 10.99 | | | | | | [Amendment No. 7 in connection with the Credit Agreement in respect of “ICON 1” – Hull 1400, dated as of September 5, 2023, between the Company, KfW IPEX-Bank GmbH as facility agent and Hermes agent, BNP Paribas Fortis SA/NV as Finnvera agent, the banks and financial institutions listed therein as mandated lead arrangers and lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488723000056/a2023q3exhibit102.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | 9/30/2023 | | |

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

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

| 10.100 | | | | | | [Novation Agreement relating to a Secured Credit Facility Agreement for Hull No. N34 (](https://www.sec.gov/Archives/edgar/data/884887/000088488724000075/a2023q4exhibit10100.htm)[Celebrity Xcel), dated](https://www.sec.gov/Archives/edgar/data/884887/000088488724000075/a2023q4exhibit10100.htm) [December 22, 2023, by and among the Company](https://www.sec.gov/Archives/edgar/data/884887/000088488724000075/a2023q4exhibit10100.htm) [and the banks and financial](https://www.sec.gov/Archives/edgar/data/884887/000088488724000075/a2023q4exhibit10100.htm) [institu](https://www.sec.gov/Archives/edgar/data/884887/000088488724000075/a2023q4exhibit10100.htm)[t](https://www.sec.gov/Archives/edgar/data/884887/000088488724000075/a2023q4exhibit10100.htm)[ions listed therein](https://www.sec.gov/Archives/edgar/data/884887/000088488724000075/a2023q4exhibit10100.htm) [*](https://www.sec.gov/Archives/edgar/data/884887/000088488724000075/a2023q4exhibit10100.htm) | | | | | | | | | | | | | | | | | | | | |

| 10.104 | | | | | | [F](https://www.sec.gov/Archives/edgar/data/884887/000088488723000018/a2023q1exhibit102.htm)[orm of Performance Shares Agreement pursuant to the 2008 Equity Incentive Plan, as amended and restated](https://www.sec.gov/Archives/edgar/data/884887/000088488723000018/a2023q1exhibit102.htm) †[](https://www.sec.gov/Archives/edgar/data/884887/000088488723000018/a2023q1exhibit102.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | 3/31/2023 | | |

| 10.78 | | | | | | [Form of 2008 Equity Incentive Plan Restricted Stock Unit Agreement—Director Grants](http://www.sec.gov/Archives/edgar/data/884887/000119312511045435/dex1031.htm) † | | | | | | 10-K | | | | | | 10.31 | | | | | | 12/31/2010 | | |

| 10.79 | | | | | | [Form of 2008 Equity Incentive Plan Performance Shares Agreement](http://www.sec.gov/Archives/edgar/data/884887/000088488715000025/rcl-20141231xex1027.htm) † | | | | | | 10-K | | | | | | 10.27 | | | | | | 12/31/2014 | | |

| 10.80 | | | | | | [Form of 2008 Equity Incentive Plan Performance-Based Restricted Shares Agreement](http://www.sec.gov/Archives/edgar/data/884887/000088488716000126/rcl-20151231xex1026.htm) † | | | | | | 10-K | | | | | | 10.26 | | | | | | 12/31/2015 | | |

| 10.93 | | | | | | [Cruise Policy for Members of the Board of Directors of the Company](http://www.sec.gov/Archives/edgar/data/884887/000088488714000023/rcl-20131231xex1035.htm) | | | | | | 10-K | | | | | | 10.35 | | | | | | 12/31/2013 | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February [removed: 23, 2023.][added: 21, 2024.]

[removed: ROYAL CARIBBEAN CRUISES LTD.][added: | Net Loss attributable to Royal Caribbean Cruises Ltd. | | | — | | | | | | — | | | | | | (5,260) | | | | | | — | | | | | | — | | | | | | — | | | | | | (5,260) | | |]

| [Report of Independent Registered Public Accounting Firm (PCAOB ID [removed: No.](#ic47e1e302ffb4088b18d0cb995a2184e_130)] [added: No.](#id6eefc4e688e443ab0301f30c91984f6_187)] 238) | | | [removed: [F-](#ic47e1e302ffb4088b18d0cb995a2184e_130)[2](#ic47e1e302ffb4088b18d0cb995a2184e_130)] [added: [F-](#id6eefc4e688e443ab0301f30c91984f6_187)[2](#id6eefc4e688e443ab0301f30c91984f6_187)] | | |

[removed: | [Consolidated Statements of Comprehensive](#ic47e1e302ffb4088b18d0cb995a2184e_133) [Loss](#ic47e1e302ffb4088b18d0cb995a2184e_133) | | | [F-](#ic47e1e302ffb4088b18d0cb995a2184e_133)[5](#ic47e1e302ffb4088b18d0cb995a2184e_133) | | |][added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)]

| [Consolidated Balance [removed: Sheets](#ic47e1e302ffb4088b18d0cb995a2184e_136)] [added: Sheets](#id6eefc4e688e443ab0301f30c91984f6_193)] | | | [removed: [F-](#ic47e1e302ffb4088b18d0cb995a2184e_136)[6](#ic47e1e302ffb4088b18d0cb995a2184e_136)] [added: [F-](#id6eefc4e688e443ab0301f30c91984f6_193)[5](#id6eefc4e688e443ab0301f30c91984f6_193)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ic47e1e302ffb4088b18d0cb995a2184e_139)] [added: Flows](#id6eefc4e688e443ab0301f30c91984f6_196)] | | | [removed: [F-](#ic47e1e302ffb4088b18d0cb995a2184e_139)[7](#ic47e1e302ffb4088b18d0cb995a2184e_139)] [added: [F-](#id6eefc4e688e443ab0301f30c91984f6_196)[6](#id6eefc4e688e443ab0301f30c91984f6_196)] | | |

| [Consolidated Statements of Shareholders' [removed: Equity](#ic47e1e302ffb4088b18d0cb995a2184e_142)] [added: Equity](#id6eefc4e688e443ab0301f30c91984f6_199)] | | | [removed: [F-](#ic47e1e302ffb4088b18d0cb995a2184e_142)[9](#ic47e1e302ffb4088b18d0cb995a2184e_142)] [added: [F-](#id6eefc4e688e443ab0301f30c91984f6_199)[8](#id6eefc4e688e443ab0301f30c91984f6_199)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#ic47e1e302ffb4088b18d0cb995a2184e_145)] [added: Statements](#id6eefc4e688e443ab0301f30c91984f6_202)] | | | [removed: [F-](#ic47e1e302ffb4088b18d0cb995a2184e_145)[10](#ic47e1e302ffb4088b18d0cb995a2184e_145)] [added: [F-](#id6eefc4e688e443ab0301f30c91984f6_202)[9](#id6eefc4e688e443ab0301f30c91984f6_202)] | | |

We have audited the accompanying consolidated balance sheets of Royal Caribbean Cruises Ltd. and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of comprehensive [removed: loss,] [added: income (loss),] shareholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally [added: accepted accounting principles.]

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

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

Evaluating management’s assumptions related to [removed: the expected timing of cash collections for cruise bookings, the expected sustained increase in revenue] [added: forecasted revenues] per available passenger cruise day, [removed: the expected increase in] occupancy [removed: levels to reach historical levels, and the inflationary increases to the Company’s] [added: rates from existing vessels, vessel] operating [removed: costs, mostly impacting the expected cost of fuel] [added: expenses] and [removed: food] [added: terminal growth rates] involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the [removed: Company;] [added: reporting unit and the Silversea Cruises brand;] (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

As described in Notes 2, 4 and 5 to the consolidated financial statements, as of December 31, [removed: 2022] [added: 2023] the Company’s consolidated goodwill balance was $809 million and the [removed: indefinite-life intangible assets balance was $321 million, and the] goodwill [removed: and trade name] associated with the Silversea Cruises reporting unit [removed: and trade name] was $509 [removed: million and $319 million,][added: million.]

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

Fair value is estimated by management using a [added: probability weighted] discounted cash flow model in combination with a market-based valuation approach for reporting units and a relief-from-royalty method for trade names.

Management’s principal assumptions for the [removed: Silversea Cruises reporting unit and trade name were] [added: impairment assessments consisted of] forecasted revenues per available passenger cruise day, occupancy rates from existing [removed: and expected ship deliveries,] [added: vessels,] vessel operating expenses, terminal growth rate, royalty rate, and weighted average cost of capital (i.e., discount rate).

The principal considerations for our determination that performing procedures relating to the impairment assessments of the Silversea Cruises reporting unit goodwill and trade name is a critical audit matter are (i) the significant judgment by management when developing the fair value [removed: estimates;] [added: estimates of the Silversea Cruises reporting unit and trade name;] (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to forecasted revenues per available passenger cruise day, occupancy rates from existing [removed: and expected ship deliveries,] [added: vessels,] terminal growth rates, and discount rates for the goodwill and trade name impairment assessments, vessel operating expenses for the goodwill impairment assessment and the royalty rate for the trade name impairment assessment; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures also included, among others, (i) testing management’s process for developing the fair value estimates; (ii) evaluating the appropriateness of the [added: probability weighted] discounted [removed: future] cash flow model and relief-from-royalty [removed: method;] [added: method used by management;] (iii) testing the completeness and accuracy of underlying data used in the [removed: fair value estimates;] [added: probability weighted discounted cash flow model] and [added: relief-from-royalty method; and] (iv) evaluating the reasonableness of the significant assumptions used by management related to forecasted revenues per available passenger cruise day, occupancy rates from existing [removed: and expected ship deliveries,] [added: vessels,] terminal growth rates, and discount rates for the goodwill and trade name impairment assessments, vessel operating expenses for the goodwill impairment [removed: assessment] [added: assessment,] and the royalty rate for the trade name impairment assessment.

Professionals with specialized skill and knowledge were used to assist in [added: evaluating (i)] the [removed: evaluation] [added: appropriateness] of [removed: (i)] the [removed: Company’s] [added: probability weighted] discounted cash flow model and relief-from-royalty [removed: method,] [added: method] and (ii) the [added: reasonableness of the] discount rate and royalty rate assumptions.

[removed: CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS][added: | [Consolidated Statements of Comprehensive](#id6eefc4e688e443ab0301f30c91984f6_190) [Income (](#id6eefc4e688e443ab0301f30c91984f6_190)[Loss](#id6eefc4e688e443ab0301f30c91984f6_190)) | | | [F-](#id6eefc4e688e443ab0301f30c91984f6_190)[4](#id6eefc4e688e443ab0301f30c91984f6_190) | | |]

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

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Passenger ticket revenues | | | $ | [removed: 5,793,492] [added: 9,568] | | | | | $ | [removed: 941,175] [added: 5,793] | | | | | $ | [removed: 1,504,569] [added: 941] | |

| Onboard and other revenues | | | [removed: 3,047,048] [added: 4,332] | | | | | | [removed: 590,958] [added: 3,047] | | | | | | [removed: 704,236] [added: 591] | | |

| Total revenues | | | [removed: 8,840,540] [added: 13,900] | | | | | | [removed: 1,532,133] [added: 8,840] | | | | | | [removed: 2,208,805] [added: 1,532] | | |

| Commissions, transportation and other | | | [removed: 1,357,008] [added: 2,001] | | | | | | [removed: 207,562] [added: 1,357] | | | | | | [removed: 344,625] [added: 208] | | |

| Marketing, selling and administrative expenses | | | [removed: 1,582,929] [added: 1,792] | | | | | | [removed: 1,370,076] [added: 1,583] | | | | | | [removed: 1,199,620] [added: 1,370] | | |

| Interest income | | | [removed: 35,857] [added: 36] | | | | | | [removed: 16,773] [added: 36] | | | | | | [removed: 21,036] [added: 17] | | |

| Interest expense, net of interest capitalized | | | [removed: (1,364,162)] [added: (1,402)] | | | | | | [removed: (1,291,753)] [added: (1,364)] | | | | | | [removed: (844,238)] [added: (1,292)] | | |

| Equity investment income (loss) | | | [removed: 56,695] [added: 200] | | | | | | [removed: (135,469)] [added: 57] | | | | | | [removed: (213,286)] [added: (135)] | | |

| Less: Net Income attributable to noncontrolling interest | | | [removed: —] [added: 7] | | | | | | — | | | | | | [removed: 22,332] [added: —] | | |

| Net [removed: Loss] [added: Income (Loss)] attributable to Royal Caribbean Cruises Ltd. | | | $ | [removed: (2,155,962)] [added: 1,697] | | | | | $ | [removed: (5,260,499)] [added: (2,156)] | | | | | $ | [removed: (5,797,462)] [added: (5,260)] | |

| [removed: Loss] [added: Earnings (Loss)] per Share: | | | | | | | | | | | | | | | | | |

| Basic | | | $ | [removed: (8.45)] [added: 6.63] | | | | | $ | [removed: (20.89)] [added: (8.45)] | | | | | $ | [removed: (27.05)] [added: (20.89)] | |

| Diluted | | | $ | [removed: (8.45)] [added: 6.31] | | | | | $ | [removed: (20.89)] [added: (8.45)] | | | | | $ | [removed: (27.05)] [added: (20.89)] | |

| Comprehensive [removed: Loss] [added: Income (Loss)] | | | | | | | | | | | | | | | | | |

February 21, 2024

| * | | |

| Rebecca Yeung *Director* | | |

The Company’s consolidated indefinite-life intangible assets balance was $321 million which primarily relates to the Silversea Cruises trade name.

Miami, Florida

February 21, 2024

| Onboard and other | | | 809 | | | | | | 597 | | | | | | 117 | | |

| Payroll and related | | | 1,197 | | | | | | 1,288 | | | | | | 838 | | |

| Food | | | 819 | | | | | | 653 | | | | | | 164 | | |

| Fuel | | | 1,150 | | | | | | 1,073 | | | | | | 385 | | |

| Other operating | | | 1,799 | | | | | | 1,648 | | | | | | 1,027 | | |

| Total cruise operating expenses | | | 7,775 | | | | | | 6,616 | | | | | | 2,739 | | |

| Depreciation and amortization expenses | | | 1,455 | | | | | | 1,407 | | | | | | 1,293 | | |

| Operating Income (Loss) | | | 2,878 | | | | | | (766) | | | | | | (3,870) | | |

| | | | (1,174) | | | | | | (1,390) | | | | | | (1,390) | | |

| Net Income (Loss) | | | 1,704 | | | | | | (2,156) | | | | | | (5,260) | | |

| Net Income (Loss) | | | $ | 1,704 | | | | | $ | (2,156) | | | | | $ | (5,260) | |

| Comprehensive Income (Loss) | | | $ | 1,674 | | | | | $ | (2,089) | | | | | $ | (5,231) | |

| Accounts payable | | | 792 | | | | | | 647 | | |

| Customer deposits | | | 5,311 | | | | | | 4,168 | | |

| Paid-in capital | | | 7,474 | | | | | | 7,285 | | |

| Accumulated deficit | | | (10) | | | | | | (1,707) | | |

| Total shareholders’ equity attributable to Royal Caribbean Cruises Ltd | | | 4,724 | | | | | | 2,869 | | |

| Noncontrolling Interest | | | 175 | | | | | | — | | |

| Total shareholders' equity | | | 4,899 | | | | | | 2,869 | | |

| | | | (in millions) | | | | | | | | | | | | | | |

| Net Income (Loss) | | | $ | 1,704 | | | | | $ | (2,156) | | | | | $ | (5,260) | |

| Depreciation and amortization | | | 1,455 | | | | | | 1,407 | | | | | | 1,293 | | |

| Amortization of debt issuance costs, discounts and premiums | | | 109 | | | | | | 163 | | | | | | 249 | | |

| Loss on extinguishment of debt | | | 121 | | | | | | 94 | | | | | | 139 | | |

| Increase in inventories | | | (24) | | | | | | (74) | | | | | | (35) | | |

| Increase in accounts payable | | | 124 | | | | | | 75 | | | | | | 189 | | |

| Increase in customer deposits | | | 1,143 | | | | | | 1,007 | | | | | | 1,427 | | |

| Debt proceeds | | | 7,641 | | | | | | 9,787 | | | | | | 4,468 | | |

| Debt issuance costs | | | (194) | | | | | | (252) | | | | | | (202) | | |

| Repayments of debt | | | (9,566) | | | | | | (7,729) | | | | | | (2,297) | | |

| Proceeds from sale of noncontrolling interest | | | 209 | | | | | | — | | | | | | — | | |

| Net cash (used in) provided by financing activities | | | (1,993) | | | | | | 1,741 | | | | | | 3,041 | | |

| | | | (in millions) | | | | | | | | | | | | | | |

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

February 23, 2023

| | | |

Emphasis of Matter

As discussed in Note 1 to the consolidated financial statements, the resulting effects of the COVID-19 pandemic are having a material negative impact on the Company's operating cash flows and liquidity.

Management's evaluation of these events and conditions and management's plan to mitigate these matters are also described in Note 1.

accepted accounting principles.

*Liquidity – Impact of COVID-19*

As described in Note 1 to the consolidated financial statements, management believes the resulting effects of the COVID-19 pandemic are having a material negative impact on the Company’s operating cash flows and liquidity.

Management has taken measures to manage liquidity, including the issuance of debt and shares of common stock, the amendment of credit agreements to defer payments, and the modification of covenant requirements and waivers.

The principal assumptions used in management’s estimate of future liquidity consisted of (i) the expected timing of cash collections for cruise bookings; (ii) the expected sustained increase in revenue per available passenger cruise day; (iii) the expected increase in occupancy levels to reach historical levels; and (iv) the inflationary increases to the Company’s operating costs, mostly impacting the expected cost of fuel and food.

Based on management’s actions, as well as the Company’s present financial condition and the assumptions on liquidity, management believes they have sufficient liquidity to fund their obligations for at least the next twelve months from the issuance of the financial statements.

The principal considerations for our determination that performing procedures relating to the impact of COVID 19 on the Company’s liquidity is a critical audit matter are the significant judgment by management when developing the estimate of future liquidity; this in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s estimate of future liquidity and assumptions related to (i) the expected timing of cash collections for cruise bookings; (ii) the expected sustained increase in revenue per available passenger cruise day; (iii) the expected increase in occupancy levels to reach historical levels, and (iv) the inflationary increases to the Company’s operating costs, mostly impacting the expected cost of fuel and food.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s estimate of future liquidity.

These procedures also included, among others, (i) testing management’s process for estimating future liquidity for the twelve months after the date the financial statements are issued; (ii) testing the completeness and accuracy of underlying data used in the estimate; (iii) evaluating the reasonableness of the significant assumptions used by management related to the expected timing of cash collections for cruise bookings, the expected sustained increase in revenue per available passenger cruise day, the expected increase in occupancy levels to reach historical levels, and the inflationary increases to the Company’s operating costs, mostly impacting the expected cost of fuel and food; and (iv) evaluating management’s estimate of future liquidity and their disclosure in the consolidated financial statements regarding having sufficient liquidity to satisfy the Company’s obligations for at least the next twelve months from the issuance of the financial statements.

respectively.

Evaluating management’s assumptions related to forecasted revenues per available passenger cruise day, occupancy rates from existing and expected ship deliveries, vessel operating expenses and terminal growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit and the Silversea Cruises brand; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

Hallandale Beach, Florida

| Onboard and other | | | 596,554 | | | | | | 116,946 | | | | | | 157,213 | | |

| Payroll and related | | | 1,287,801 | | | | | | 838,088 | | | | | | 788,273 | | |

| Food | | | 653,139 | | | | | | 164,389 | | | | | | 161,750 | | |

| Fuel | | | 1,072,567 | | | | | | 385,322 | | | | | | 371,015 | | |

| Other operating | | | 1,647,267 | | | | | | 945,205 | | | | | | 942,232 | | |

| Total cruise operating expenses | | | 6,614,336 | | | | | | 2,657,512 | | | | | | 2,765,108 | | |

| Depreciation and amortization expenses | | | 1,406,689 | | | | | | 1,292,878 | | | | | | 1,279,254 | | |

| Impairment and credit losses | | | 562 | | | | | | 82,001 | | | | | | 1,566,380 | | |

| Operating Loss | | | (763,976) | | | | | | (3,870,334) | | | | | | (4,601,557) | | |

| Other (expense) income (1) | | | (120,376) | | | | | | 20,284 | | | | | | (137,085) | | |

| | | | (1,391,986) | | | | | | (1,390,165) | | | | | | (1,173,573) | | |

| Net Loss | | | (2,155,962) | | | | | | (5,260,499) | | | | | | (5,775,130) | | |

| Net Loss | | | $ | (2,155,962) | | | | | $ | (5,260,499) | | | | | $ | (5,775,130) | |

| Comprehensive Loss | | | $ | (2,088,291) | | | | | $ | (5,232,043) | | | | | $ | (5,716,758) | |

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

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

| Accounts payable | | | 646,727 | | | | | | 545,978 | | |

| Accrued interest | | | 388,828 | | | | | | 251,974 | | |

| Customer deposits | | | 4,167,997 | | | | | | 3,160,867 | | |

| Paid-in capital | | | 7,284,852 | | | | | | 7,557,297 | | |

| (Accumulated deficit) retained earnings | | | (1,707,429) | | | | | | 302,276 | | |

| Total shareholders' equity | | | 2,868,812 | | | | | | 5,085,556 | | |