Royal Caribbean Cruises (RCL) 10-K risk factor changes: FY2024 vs FY2023

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

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

[removed: Based on our assessment of these requirements and] recommendations, or for other reasons, we may determine it necessary to cancel or modify certain of our Global Brands’ cruise sailings.

Increases in the frequency, severity or duration of these types of events [removed: could] [added: would] exacerbate their impact and [added: could] disrupt our operations or make certain destinations less desirable or unavailable impacting our revenues and profitability further.

Our sustainability activities, including [removed: environmental, social] [added: initiatives to sustain our planet, energize communities] and [removed: governance (ESG) matters,] [added: accelerate innovation,] could result in reputational risks, increased costs and other risks.

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

If our [removed: ESG] practices or disclosures do not meet stakeholders' evolving expectations and standards, our customer and employee retention, our access to certain types of capital, including export credit financing, and our brands and reputation may be negatively impacted, which could affect our business operations and financial condition.

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

In addition, from time to time, we communicate certain initiatives regarding climate change and other [removed: ESG matters.][added: sustainability activities.]

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

As of December 31, [removed: 2023,] [added: 2024,] a total of [removed: 51] [added: 50] new ships with approximately [removed: 110,000] [added: 116,500] berths were on order for delivery through 2028 in the cruise industry, including [removed: eight] [added: six] ships currently scheduled to be delivered to our Global and Partner Brands.

We [added: also] face [removed: significant] competition from other cruise lines on the basis of cruise pricing, travel advisor preference and also in terms of the nature of ships, services and destinations that we offer to guests.

In the event that we do not effectively market or differentiate our cruise brands from our competitors or otherwise compete effectively with other vacation [removed: alternatives and new or existing cruise companies,] [added: alternatives,] our results of operations and financial position could be adversely affected.

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

[removed: In addition, acquisitions may adversely impact our liquidity and/or debt] levels, and the recognized value of goodwill and other intangible assets can be negatively affected by unforeseen events and/or circumstances, which may result in an impairment charge.

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

Any [removed: such] interruptions to our supply chain could increase our costs and could limit the availability of products critical to our operations.

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

If any of the foregoing occurs for a prolonged period of time it will have a long-term negative impact on our cash [removed: flows and] [added: flows,] our ability to meet our financial [removed: obligations.][added: obligations, our results of operations and our financial condition.]

[removed: Any future determination relating] [added: The decision] to [added: declare and pay dividends on] our [removed: dividend policy] [added: common stock] will be made at the discretion of our Board of Directors and will depend on a number of factors, including our profitability at the time, cash available for those dividends, and other factors as our board of directors may consider relevant.

There is increasing global regulatory focus on climate change, greenhouse gas and other [removed: emissions.][added: emissions, and new laws and regulations are expanding mandatory disclosure, reporting and diligence requirements.]

These regulatory efforts, both [removed: internationally] [added: internationally, regionally] and [removed: in the U.S.,] [added: nationally,] are still developing, including the international alignment of such efforts, and we cannot yet determine what the final regulatory programs or their impact will be on our business.

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

In addition, [removed: the U.S. and] various [removed: state] [added: state, regional] and foreign government or regulatory agencies have enacted, or may enact, environmental regulations or policies, such as requiring the use of low sulfur fuels (e.g., IMO Sulfur Limit) or the [removed: incoming] carbon intensity indicator regulation ("CII"), that have or could increase our direct cost to operate in certain markets, increase our cost of fuel, limit the supply of compliant fuel, cause us to incur significant expenses to purchase and/or develop new equipment and adversely impact the cruise vacation industry.

[added: 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.

Royal Caribbean Cruises Ltd. and a number of our subsidiaries are foreign corporations that derive income from a U.S. trade or business and/or from sources within the U.S. [removed: In connection with the year end audit, each year, Faegre Drinker Biddle & Reath LLP, our] [added: We have received an opinion from] U.S. tax counsel, [removed: delivers to us an opinion,] based [removed: on] [added: upon and subject to] certain [removed: representations] [added: representations, assumptions, legal authorities,] and [removed: assumptions] [added: limitations] set forth in [removed: it,] [added: such opinion,] to the effect that this income, to the extent derived from or incidental to the international operation of a ship or ships, is excluded from gross income for U.S. federal income tax purposes pursuant to Section 883 of the Internal Revenue Code.

Moreover, changes could occur in the future with respect to the identity, residence or holdings of our direct or indirect shareholders, trading volume or trading frequency of our shares, or relevant foreign tax laws of [removed: Liberia or the Bahamas,] [added: Liberia,] such that [removed: they] [added: it] no longer [removed: qualify] [added: qualifies] as [added: an] equivalent exemption [removed: jurisdictions,] [added: jurisdiction,] that could affect our eligibility for the Section 883 exemption.

The Organization for Economic Co-operation and Development (OECD) [removed: has] issued Pillar Two model rules [added: (“Global Minimum Tax”)] 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 [removed: to our] financial statements could be material.

We operate our business globally, which exposes us to a number of risks, including increased exposure to a wider range of regional and local economic conditions, volatile local political conditions, potential changes in duties and taxes, including [added: port costs that vary with passenger head counts, fixed port costs,] changing and/or uncertain interpretations of existing tax laws and regulations, required compliance with additional laws and policies affecting cruising, vacation or maritime businesses or governing the operations of foreign-based companies, currency [added: 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.]

As of December 31, [removed: 2023,] [added: 2024,] we had approximately [removed: $3.7] [added: $1.6] billion of indebtedness that bears interest at variable rates, which is net of our interest rate swap agreements.

This amount represented approximately [removed: 16.8%] [added: 7.7%] of our total indebtedness.

As of December 31, [removed: 2023,] [added: 2024,] a hypothetical 1% increase in prevailing interest rates would increase our forecasted [removed: 2023] [added: 2025] interest expense by approximately [removed: $25.5] [added: $14.8] million.

[removed: In particular, increases] [added: Increases] in fuel prices have and could continue to materially and adversely affect our business as fuel prices impact not only our fuel costs, but also some of our other expenses, such as crew travel, freight, and commodity prices.

[removed: Any further impairment] [added: Impairment] of our goodwill, intangible assets, long-lived assets, equity investments and notes receivable could adversely affect our financial condition and operating results.

As of December 31, [removed: 2023,] [added: 2024,] approximately 88% of our shipboard employees were covered by collective bargaining agreements.

We may not be able to satisfactorily [added: or favorably] renegotiate these collective bargaining agreements when they expire.

These technologies and systems require significant investment and must be [removed: proven,] refined, updated, upgraded and/or replaced with more advanced systems in order to continue to meet our customers’ demands and [removed: expectations] [added: expectations, to operate in an interconnected business world,] as well as to [removed: process] [added: conduct] our [removed: information] [added: business operations] effectively.

We may be unable to procure appropriate technology in a timely manner or [removed: at all or] we may incur significant costs in doing so.

[added: In either scenario, the Company may suffer damage to its systems and data] that could interrupt our operations, adversely impact our brand reputation, and expose us to increased risks of governmental investigation, litigation, fines, and other liability, any of which could adversely affect our business.

Based on our assessment of these requirements and

In addition, acquisitions may adversely impact our liquidity and/or debt

Our supply chain can also be impacted by new laws and regulations, such as tariffs and trade sanctions.

For example, the imposition by the U.S. government of tariffs on products imported from certain countries and trade sanctions against certain countries have introduced greater uncertainty with respect to policies affecting trade between the United States and other countries.

Major developments in trade relations, including the imposition of new or increased tariffs by the United States and/or other countries, could have a material adverse effect on our business, financial condition and results of operations.

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, could negatively affect our operating cash flows.

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

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

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

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

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

Although we currently pay a quarterly cash dividend to holders of our common stock, we may change our dividend policy at any time.

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

While we have resumed our global cruise operations, there is no assurance that our cruise operations will not be

interrupted.

There are a limited number of shipyards with

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

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

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

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

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

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

We have a substantial amount of debt and significant debt service obligations.

As of December 31, 2023, we had total debt of $21.5 billion.

Our substantial debt has required us to dedicate a large portion of our cash flow from operations to service debt and fund repayments on our debt, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate expenses.

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

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 control.

If we cannot generate sufficient cash to meet our debt service obligations or fund our other business needs, we may, among other things, need to refinance all or a portion of our debt, obtain additional financing, delay planned capital expenditures or sell assets.

We cannot assure that we will be able to generate sufficient cash through any of the foregoing.

If we are not able to refinance any of our debt, obtain additional financing or sell assets on commercially reasonable terms or at all, we may not be able to satisfy our obligations with respect to our debt.

Our substantial debt could also result in other negative consequences for us.

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,

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.

Despite our leverage, we may incur more debt.

Although certain of our debt instruments, including our 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.

If new debt is added to our existing debt levels, the related risks that we now face would increase.

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

As of December 31, 2023, we have commitments for approximately $5.5 billion of debt to finance the purchase of 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.

The ultimate size of each facility will depend on the final contract price (including change orders and owner’s supply) as well as fluctuations in the EUR/USD exchange rate.

Refer to Note 8*.

Debt* to our consolidated financial statements under Item 8.

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

We are subject to restrictive debt covenants that may limit our ability to finance our future operations and capital needs and to pursue business opportunities and activities.

In addition, if we fail to comply with any of these restrictions, it could have a material adverse effect on us.

Certain of our debt instruments, including our indentures and our unsecured bank and export credit facilities, limit our flexibility in operating our business.

For example, certain of our loan agreements and indentures restrict or limit our and our subsidiaries’ ability to, among other things, incur or guarantee additional indebtedness; pay dividends or distributions on, or redeem or repurchase capital stock and make other restricted payments; make investments; consummate certain asset sales; engage in certain transactions with affiliates; grant or assume certain liens; and consolidate, merge or transfer all or substantially all of our assets.

In addition, both our export credit facilities and our non-export credit facilities contain covenants that require us, among other things, to maintain a minimum liquidity, a specified minimum fixed charge coverage ratio, and limit our net debt-to-capital ratio.

In addition, our ECA facilities also require us to maintain a minimum stockholders' equity.

Debt* to our consolidated financial statements under *Item 8.

Financial Statements and Supplementary Data* for further discussion on our covenants and existing waivers.

All of these limitations are subject to significant exceptions and qualifications.

Despite these exceptions and qualifications, we cannot assure you that the operating and financial restrictions and covenants in certain of our debt instruments will not adversely affect our ability to finance our future operations or capital needs or engage in other business activities that may be in our interest.

- a discussion of our results of operations for the year ended December 31, [removed: 2023] [added: 2024] compared to the same period in [removed: 2022;] [added: 2023;] and

A discussion of our results of operations, and sources and uses of cash for the year ended December 31, [removed: 2022] [added: 2023] compared to the year ended December 31, [removed: 2021] [added: 2022] 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/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] [added: ended December] 31, [removed: 2022](http://www.sec.gov/Archives/edgar/data/884887/000088488723000006/0000884887-23-000006-index.htm),] [added: 202](https://www.sec.gov/ix?doc=/Archives/edgar/data/884887/000088488724000075/rcl-20231231.htm)[3](https://www.sec.gov/ix?doc=/Archives/edgar/data/884887/000088488724000075/rcl-20231231.htm),] filed with the SEC on February [removed: 23, 2023] [added: 21, 2024] and is incorporated by reference into this Form 10-K.

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

If we had reduced our estimated average ship useful life by one year, depreciation expense for [removed: 2023] [added: 2024] would have increased by approximately [removed: $100] [added: $166] million.

If our ships were estimated to have no residual value, depreciation expense for [removed: 2023] [added: 2024] would have increased by approximately [removed: $345] [added: $452] million.

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

The principal assumptions used in the discounted cash flow model for our [removed: 2023] [added: 2024] impairment assessment consisted of:

We discount the projected cash flows using rates specific to the reporting unit based on its [removed: weighted-average] [added: weighted average] cost of capital.

The impairment review for [removed: indefinite-life] [added: indefinite-lived] intangible assets can be performed using a qualitative or quantitative impairment assessment.

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

- Occupancy rates from existing [removed: vessels ;][added: vessels;]

Royal Caribbean [removed: International] Reporting Unit

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

[removed: As of November 30, 2023, the] [added: The] fair value of the [removed: 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 [added: quantitative] test, we determined [added: that] the fair value of the [removed: Royal Caribbean International] reporting unit exceeded its carrying value by more than [removed: 100% as of November 30, 2023,] [added: 100%,] resulting in no impairment to Royal [removed: Caribbean International's] [added: Caribbean's] goodwill.

During the fourth quarter of [removed: 2022,] [added: 2024,] we performed a qualitative [removed: assessment] [added: analysis as part] of [added: our annual impairment review of] the Royal Caribbean [removed: International] reporting unit.

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

As of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the carrying amount of goodwill attributable to our Royal Caribbean reporting unit was [removed: $296.4] [added: $296] million.

We did not perform interim impairment evaluations of Royal [removed: Caribbean International's] [added: Caribbean's] goodwill during [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] as no triggering events were identified.

During the fourth quarters of [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] we performed a quantitative analysis as part of our annual impairment review of the Silversea Cruises reporting unit.

As of November 30, [removed: 2023,] [added: 2024,] and November 30, [removed: 2022,] [added: 2023,] the fair value of the Silversea Cruises reporting unit was determined using a probability weighted discounted cash flow model in combination with a market-based valuation approach.

As a result of the tests, we determined the fair value of the Silversea Cruises reporting unit exceeded its carrying value by approximately [removed: 63% and 26%] [added: 63%,] as of November 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively, resulting in no impairment to Silversea Cruises' goodwill.

The carrying value of goodwill attributable to our Silversea Cruises reporting unit was $509 million as of December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

During the fourth quarters of [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] we performed our annual impairment reviews of the Silversea Cruises trade name.

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: 62%] [added: 66%] and [removed: 25%,] [added: 62%,] as of November 30, [removed: 2023] [added: 2024] and November 30, [removed: 2022,] [added: 2023,] respectively, resulting in no impairment to Silversea Cruises' trade name.

As of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the carrying value of indefinite-life intangible assets was $321 million, which primarily relates to the Silversea Cruises trade name.

We did not perform interim impairment evaluations of Silversea Cruises' goodwill or trade names during [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] as no triggering events were identified.

These instruments are recorded on the balance sheet at their fair [added: 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 [added: 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.]

For the periods presented, these items included (i) Other [added: (income)] expense, which includes the [added: 2024 release of the] loss contingency [added: recorded] in [added: 2022 in] connection with the [removed: ongoing] Havana Docks litigation [removed: recorded in other expenses in 2022; (ii) gain on sale] [added: inclusive] of [removed: controlling interest; (iii)] [added: related legal fees and costs; (ii)] impairment and credit losses; [added: (iii) equity investment impairment, recovery of losses and other;] (iv) restructuring charges and other [removed: initiative] [added: initiatives] expense; [removed: (v) equity investment impairment] and [removed: 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*; and (viii) the net] [added: (v)] gain [removed: recognized in 2021 in relation to the] [added: on] sale of [removed: the Azamara brand; A reconciliation of Net Income (Loss) attributable to Royal Caribbean Cruises Ltd. to Adjusted EBITDA is provided below under Results of Operations.][added: controlling interest.]

[removed: *Silver Whisper* deferred tax liability release; (v) impairment and credit losses; (vi)] [added: For] the [removed: amortization] [added: periods presented, these items included (i) loss on extinguishment] of [removed: the Silversea Cruises intangible assets resulting from] [added: debt; (ii) litigation loss contingency, which includes] the [removed: Silversea Cruises acquisition in 2018; (vii) restructuring charges and other initiative expenses; (viii) equity investments impairment and recovery] [added: 2024 release] of [removed: losses; (ix)] [added: the] loss contingency recorded in 2022 in connection with the [removed: ongoing] Havana Docks litigation inclusive of related legal fees and costs; [removed: (x) convertible debt amortization of debt discount; (xi) the 2021 Pullmantur reorganization settlement; (xii) net insurance recoveries related to the collapse] [added: (iii) impairment and credit losses; (iv) equity investment impairment, recovery] of [removed: the drydock structure at] [added: losses and other; (v) restructuring charges and other initiatives expense; (vi)] the [removed: Grand Bahama Shipyard involving *Oasis] [added: amortization] of the [removed: Seas* incident; (xiii)] [added: Silversea Cruises intangible assets resulting from] the [removed: net gain recognized in 2021] [added: Silversea Cruises acquisition] in [removed: relation to] [added: 2018; (vii) tax on] the sale of [removed: the Azamara brand;] [added: PortMiami noncontrolling interest; (viii) *Silver Whisper* deferred tax liability release;] and [removed: (xiv) the net loss recognized in 2021 related to the elimination] [added: (ix) gain on sale] of [removed: the three-month reporting lag for Silversea Cruises.][added: controlling interest.]

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

For the [removed: 2023 period] [added: periods] presented, Net Cruise Costs and Net Cruise Costs Excluding Fuel excludes (i) [removed: gain on sale of controlling interest; (ii)] impairment and credit losses; [removed: and (iii)] [added: (ii)] restructuring [added: charges] and other [removed: initiative expenses.]

*Adjusted Gross Margin* [removed: represent] [added: represents] Gross Margin, adjusted for payroll and related, food, fuel, other operating, and depreciation and amortization expenses.

*Passenger Cruise [removed: Days*] [added: Days ("PCD")*] represent the number of passengers carried for the period multiplied by the number of days of their respective cruises.

The use of certain [added: significant] 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.

[removed: 2023] [added: 2024] performance was exceptionally strong and significantly exceeded our expectations.

Our [removed: 2023] [added: 2024] Net Income attributable to Royal Caribbean Cruises Ltd. was [removed: $1.7] [added: $2.9] billion, or [removed: $6.31] [added: $10.94] per diluted share, compared to Net Income attributable to Royal Caribbean Cruises Ltd. of [removed: $1.9] [added: $1.7] billion, or [removed: $8.95] [added: $6.31] per diluted share in [removed: 2019, the most recent year of normalized operations.][added: 2023.]

Adjusted Net Income attributable to Royal Caribbean Cruises Ltd. for [removed: 2023] [added: 2024] was [removed: $1.8] [added: $3.2] billion, or [removed: $6.77] [added: $11.80] per diluted share, compared to Adjusted Net Income attributable to Royal Caribbean Cruises Ltd. of [removed: $2.0] [added: $1.8] billion, or [removed: $9.54] [added: $6.77] per diluted share in [removed: 2019.][added: 2023.]

The principal assumptions used in the discounted cash flow model for our 2024 impairment assessment consisted of:

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.

*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 (i) impairment and credit losses; (ii) equity investment impairment, recovery of losses and other; (iii) restructuring charges and other initiatives expense; (iv) the amortization of the Silversea Cruises intangible assets resulting from the Silversea Cruises acquisition in 2018; and (v) tax on the sale of PortMiami noncontrolling interest.

A reconciliation of Operating Income to Adjusted Operating Income is provided below under Results of Operations.

*Constant Currency* is a significant measure for our revenues and expenses, which are denominated in currencies other than the U.S. Dollar.

Because our reporting currency is the U.S. Dollar, the value of these revenues and expenses in U.S. Dollar will be affected by changes in currency exchange rates.

Although such changes in local currency prices are just one of many elements impacting our revenues and expenses, it can be an important element.

For this reason, we also monitor our revenues and expenses in "Constant Currency" - i.e., as if the current period's currency exchange rates had remained constant with the comparable prior period's rates.

For the 2024 period presented, we calculate "Constant Currency" by applying the average for 2023 period exchange rates for each of the corresponding months, so as to calculate what the results would have been had exchange rates been the same throughout both periods.

We do not make predictions about future exchange rates and use current exchange rates for calculations of future periods.

It should be emphasized that the use of Constant Currency is primarily used by us for comparing short-term changes and/or projections.

Over the longer term, changes in guest sourcing and shifting the amount of purchases between currencies can significantly change the impact of the purely currency-based fluctuations.

initiatives expense; and (iii) the gain on sale of controlling interests.

*Trifecta* refers to the multi-year Adjusted EBITDA per APCD, Adjusted EPS and ROIC goals we publicly announced in November 2022.

We designed these goals to help us better execute and achieve our business goals by clearly articulating longer-term financial objectives.

Under Trifecta, we are targeting Adjusted EBITDA per APCD of at least $100, Adjusted EPS of at least $10, and ROIC of 13% or higher by the end of 2025.

On July 25, 2024, we announced the company achieved all three of its Trifecta goals 18 months ahead of schedule, on a trailing twelve-month basis.

We took delivery of two new ships (*Utopia of the Seas* and *Silver Ray*), announced the expansion of our private destination portfolio with Royal Beach Club Cozumel and Perfect Day Mexico, and reinstated a dividend to our shareholders.

We achieved strong financial performance, including 23.8% Gross Margin Yield growth as-reported, Net Yields increased 11.5% as-reported (11.6% in Constant-Currency), Net Income of $2.9 billion and Adjusted EBITDA of $6.0 billion, Operating Income of 4.1 billion, and ROIC of 16.1%.

As announced on July 25, 2024, we also achieved our Trifecta goals 18 months ahead of schedule.

In addition, we made significant progress in strengthening our balance sheet, refinancing approximately $6.1 billion of high cost debt, eliminating restrictions on our ability to return capital to shareholders, and eliminating all security and guarantees.

We also expect to advance development of the Royal Beach Club Cozumel, Perfect Day Mexico, and Silversea’s new hotel in Puerto Williams, Chile that will provide a further-elevated and seamless guest experience for its Antarctica expeditions.

*•*In March 2024, we issued $1.25 billion aggregate principal amount of 6.25% senior notes due 2032.

Upon closing, we redeemed all of the outstanding $1.25 billion aggregate principal amount of 11.63% Senior Notes Due 2027.

*•*During the second quarter of 2024, we repaid $839 million of outstanding deferred amounts under our export credit facilities.

*•*In May 2024, we took delivery of *Silver Ray*.

- In June 2024, we took delivery of *Utopia of the Seas*.

*•*In June 2024, TUI Cruises, our 50% joint venture, took delivery of *Mein Schiff 7*.

*•*In August 2024, we issued $2.0 billion aggregate principal amount of 6.00% senior notes due 2033.

Upon closing, we redeemed all of the outstanding $1.0 billion aggregate principal amount of 9.250% Senior Notes Due 2029, and all of the outstanding $1.0 billion aggregate principal amount of 8.250% Senior Secured Notes Due 2029.

*•*In August 2024, we completed privately negotiated exchange with certain holders of 6.00% Convertible Senior Notes due 2025 to exchange approximately $827 million in aggregate principal amount for approximately 11.4 million shares of common stock and $827 million in cash.

- In September 2024, we issued $1.5 billion aggregate principal amount of 5.63% senior unsecured notes due 2031.

- In September 2024, we entered into agreements to acquire the Port of Costa Maya and adjacent land in Mahahual, Mexico for approximately $292 million.

The transaction is expected to close in the first half of 2025, subject to regulatory approval and customary closing conditions.

- In December 2024, we executed the bargain purchase option on the S*ilver Dawn* finance lease for approximately $227 million.

- During the quarter ended December 31, 2024, we repaid the remaining $138 million outstanding balance on the *Silver Moon*.

- During the year ended December 31, 2024, we released approximately $124 million of the loss contingency inclusive of related legal fees and costs in connection with the Havana Docks litigation.

Refer to Note 17.

*•*In February 2025, TUI Cruises, our 50% joint venture, took delivery of *Mein Schiff Relax*.

Certain amounts may not add due to use of rounded numbers):

value and the vast majority are designated as hedges.

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.

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)

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

*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.

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

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.

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.

2023 Adjusted EBITDA was $4.5 billion, compared to Adjusted EBITDA of $3.6 billion in 2019.

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.

During 2024, we are expected to have 20 ships in drydock, due to our growing fleet combined with the timing of restarting our entire fleet, and we plan to continue investing in newbuilds and retrofitting our existing fleet with technology to help reach our long-term goals to reduce carbon intensity.

The increase was primarily driven by our full operations at higher occupancy, capacity, and ticket prices in 2023, compared to partial to full operations during the first half and second half of 2022, respectively, at lower occupancy and capacity rates.

The increase reflects our operations in 2023 at higher capacity and occupancy, compared to the same period in 2022.

Upon closing, we terminated our commitment for the $700 million 364-day term loan facility.

In addition, the remaining $350 million backstop committed financing was also terminated upon closing,

- Effective March 31, 2023, we closed on the previously announced partnership with iCON.

As part of the transaction, we sold 80% of PortMiami for $209 million and retained a 20% minority interest.

The partnership will own, develop, and manage cruise terminal facilities and infrastructure in key ports of call, initially including several development projects in Italy, Spain, and the U.S. Virgin Islands.

*•*In June 2023, our 4.25% Convertible Senior Notes with an outstanding balance of $350 million were settled using a combination of $338 million in cash, and the issuance of approximately 374,000 shares of common stock.

The issuance of equity increased additional paid in capital by an immaterial amount.

- In June 2023, we took delivery of *Silver Nova,* and in November 2023, we took delivery of *Celebrity Ascent,* and *Icon of the Seas.* Refer to Note 8*.

*Silver Nova*, *Celebrity Ascent,* and *Icon of the Seas* entered service in the third and fourth quarters of 2023, and the first quarter of 2024, respectively.

*•*In November 2023, we settled $225 million of our 2.875% Convertible Senior Notes.

The notes were settled using a combination of $225 million in cash and the issuance of approximately 147,000 shares of common stock.

*•*During the year ended December 31, 2023, we executed and amended various financing arrangements on our two unsecured revolving credit facilities.

Following these refinancings, our aggregate revolving credit commitments are $3.5 billion, with $1.7 billion scheduled to mature in October 2026, and $1.7 billion scheduled to mature in October 2028, and $97 million scheduled to mature in April 2025.

*•*During the year ended December 31, 2023, we fully repaid the $1.4 billion outstanding balance on our 11.50% secured senior notes due in June 2025.

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

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

| Convertible debt amortization of debt discount (8) | | | — | | | | | | — | | | | | | 104 | | |

| Pullmantur reorganization settlement (9) | | | — | | | | | | — | | | | | | 10 | | |

| Oasis of the Seas incident (10) | | | — | | | | | | — | | | | | | (7) | | |

| Net gain related to the sale of Azamara brand (11) | | | — | | | | | | — | | | | | | (3) | | |

We are exposed to market risk attributable to changes in interest rates, foreign currency exchange [removed: rates and] [added: rates,] fuel [removed: prices.][added: prices, and carbon emission allowances.]

Our exposure to market risk for changes in interest rates [added: primarily] relates to our [removed: long-term] debt obligations including future interest payments.

The estimated fair value of our [removed: long-term] fixed-rate debt at December 31, [removed: 2023] [added: 2024] was [removed: $15.9] [added: $18.4] billion, using quoted market prices, where available, or using the present value of expected future cash flows which incorporates risk profile.

A hypothetical one percentage point decrease in interest rates at December 31, [removed: 2023] [added: 2024] would increase the fair value of our hedged and unhedged [removed: long-term] fixed-rate debt by approximately [removed: $2.1 billion.][added: $701 million.]

Market risk associated with our [removed: long-term] floating-rate debt is the potential increase in interest expense from an increase in interest rates.

A hypothetical one percentage point increase in interest rates would increase our forecasted [removed: 2024] [added: 2025] interest expense by approximately [removed: $25.5] [added: $14.8] million, assuming no change in foreign currency exchange rates.

At December 31, [removed: 2023,] [added: 2024,] we maintained interest rate swap agreements on the following floating-rate debt instruments:

| Debt Instrument | | | Swap Notional as of December 31, [removed: 2023] [added: 2024] (In millions) | | | Maturity | | | Debt Floating [removed: Rate (3)] [added: Rate] | | | [added: Spread] | | | All-in Fixed Rate | | |

| *Quantum of the Seas* term loan | | | [removed: 184] [added: 123] | | | October 2026 | | | Term SOFR [added: plus] | | | 1.30% | | | 3.78% | | |

| *Anthem of the Seas* term loan | | | [removed: 211] [added: 151] | | | April 2027 | | | Term SOFR [added: plus] | | | 1.30% | | | 3.9% | | |

| *Ovation of the Seas* term loan | | | [removed: 311] [added: 242] | | | April 2028 | | | Term SOFR [added: plus] | | | 1.00% | | | 3.2% | | |

| *Harmony of the Seas* term loan (1) | | | [removed: 287] [added: 209] | | | May 2028 | | | EURIBOR plus | | | 1.15% | | | 2.26% | | |

| *Odyssey of the Seas* term loan(2) | | | [removed: 345] [added: 307] | | | October 2032 | | | Term SOFR [added: plus] | | | 0.96% | | | 3.28% | | |

| *Odyssey of the Seas* term loan (2) | | | [removed: 173] [added: 153] | | | October 2032 | | | Term SOFR [added: plus] | | | 0.96% | | | 2.91% | | |

Amount presented is based on the exchange rate as of December 31, [removed: 2023.][added: 2024.]

The fair value of our floating to fixed interest rate swap agreements was estimated to be an asset of [removed: $87] [added: $64] million as of December 31, [removed: 2023] [added: 2024] based on the present value of expected future cash flows.

The estimated fair value, as of December 31, [removed: 2023,] [added: 2024,] of our Euro-denominated forward contracts associated with our ship construction contracts was [removed: an asset] [added: a liability] of [removed: $51] [added: $92] million, based on the present value of expected future cash flows.

As of December 31, [removed: 2023,] [added: 2024,] the aggregate cost of our ships on order, not including ships on order by our Partner Brands, was approximately [removed: $7.9] [added: $7.8] billion, of which we had deposited [removed: $698] [added: $815] million as of such date.

Approximately [removed: 43.5%] [added: 43.4%] and [removed: 52.3%] [added: 43.5%] of the aggregate cost of the ships under construction was exposed to fluctuations in the Euro exchange rate at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

A hypothetical 10% strengthening of the Euro as of December 31, [removed: 2023,] [added: 2024,] assuming no changes in comparative interest rates, would result in a [removed: $346] [added: $337] million increase in the United States dollar cost of the foreign currency denominated ship construction contracts exposed to fluctuations in the Euro exchange rate.

[removed: We] [added: As of December 31, 2023, we] had designated debt as a hedge of our net investments primarily in TUI Cruises of approximately €648 million, or approximately $716 [removed: million, through December 31, 2023.][added: million.]

[removed: As of December 31, 2022, we] [added: We] had designated debt as a hedge of our net investments primarily in TUI Cruises of approximately [removed: €433.0] [added: €889] million, or approximately [removed: $462 million.][added: $921 million, through December 31, 2024.]

We have included net gains of approximately [removed: $41] [added: $96] million and [removed: $64] [added: $41] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

During [removed: 2023,] [added: 2024,] we maintained an average of approximately [removed: $1.3] [added: $1.1] billion of these foreign currency forward contracts.

For the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] changes in the fair value of the foreign currency forward contracts resulted in [removed: gain] (losses) [added: gain] of approximately [removed: $19] [added: $(77)] million, [removed: $(102)] [added: $19] million and [removed: $(31)] [added: $(102)] 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: $(43)] [added: $65] million, [removed: $93] [added: $(43)] million and [removed: $24] [added: $93] million, respectively.

These changes were recognized in earnings within *Other [removed: (expense) income*] [added: income (expense)*] 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: 8.3%] [added: 7.0%] in [removed: 2023, 12.1%] [added: 2024, 8.3%] in [removed: 2022] [added: 2023] and [removed: 25.1%] [added: 12.1%] in [removed: 2021.][added: 2022.]

As of December 31, [removed: 2023,] [added: 2024,] we had fuel swap agreements to pay fixed prices for fuel with an aggregate notional amount of approximately [removed: $899 million,] [added: $1.0 billion,] maturing through [removed: 2026.][added: 2027.]

The fuel swap agreements designated as hedges of projected fuel purchases represented [removed: 61%] [added: 60%] of our projected [removed: 2024] [added: 2025] fuel [added: requirements.]

The estimated fair value of our fuel swap agreements at December 31, [removed: 2023] [added: 2024] was estimated to be a liability of [removed: $48] [added: $33] million.

We estimate that a hypothetical 10% increase in our weighted-average fuel price from that experienced during the year ended December 31, [removed: 2023] [added: 2024] would increase our forecasted [removed: 2024] [added: 2025] fuel cost by approximately [removed: $58] [added: $60] million, net of the impact of fuel swap agreements.

At December 31, 2024 and 2023, approximately 92.3% and 83.2%, respectively, of our debt was effectively fixed-rate debt, which is net of our interest rate swap agreements.

| | | | $ | 1,185 | | | | | | | | | | | | | |

At December 31, 2023, approximately 83% of our long-term debt was effectively fixed as compared to 75.0% as of December 31, 2022.

| *Celebrity Reflection* term loan | | | $ | 55 | | October 2024 | | | Term SOFR | | | 0.40% | | | 2.88% | | |

| | | | $ | 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.

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

Together, our Global Brands and our Partner Brands have a combined fleet of [removed: 65] [added: 68] ships in the cruise vacation industry with an aggregate capacity of approximately [removed: 157,575] [added: 166,900] berths as of December 31, [removed: 2023.][added: 2024.]

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

*Royal [removed: Caribbean International*][added: Caribbean*]

Royal Caribbean [removed: International] is the world's largest cruise [added: vacation] brand.

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

Royal Caribbean [removed: International] offers [removed: cruises and land destinations] [added: vacation experiences] that generally feature a casual ambiance, as well as a variety of activities and entertainment venues.

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

Royal [removed: Caribbean International’s] [added: Caribbean's] strategy is to attract an array of vacationing guests by offering a wide variety of itineraries to destinations worldwide, including Alaska, Asia, Australia, the Bahamas, Bermuda, Canada, the Caribbean, Europe, the Panama Canal and New Zealand, with cruise lengths generally ranging from [removed: two] [added: three] to [removed: 18] [added: 14] nights.

Royal Caribbean [removed: International] offers multiple innovative options for onboard dining, entertainment and other onboard activities.

Because of the brand’s ability to deliver extensive and innovative product offerings at an excellent value to consumers, we believe Royal Caribbean [removed: International] is well positioned to attract new consumers to cruising and to continue to bring loyal repeat guests back for their next vacation.

Royal Caribbean [removed: International] operates [removed: 26] [added: 28] ships with an aggregate capacity of approximately [removed: 94,100] [added: 105,400] berths.

Additionally, as of December 31, [removed: 2023,] [added: 2024,] Royal Caribbean [removed: International] had three ships on order with an aggregate capacity of approximately 16,900 berths.

The ships on order include [removed: two] [added: the second] Icon-class [removed: ships,] [added: ship,] *Star of the [removed: Seas* and] [added: Seas,*] the third Icon-class ship, [removed: which are expected to be delivered in 2025] and [removed: 2026, respectively, and our sixth] [added: the seventh] Oasis-class ship, [removed: *Utopia of the Seas,*] which [removed: is] [added: are] expected to be delivered in [removed: 2024.][added: 2025, 2026, and 2028, respectively.]

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

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

Celebrity Cruises operates [removed: 16] [added: 14] ships with an aggregate capacity of approximately [removed: 35,715] [added: 35,650] berths.

[removed: Additionally, as] [added: As] of December 31, [removed: 2023,] [added: 2024,] Celebrity Cruises had one Edge-class ship on order, *Celebrity Xcel,* with an aggregate capacity of approximately 3,250 berths, which is expected to be delivered in 2025.

Silversea Cruises delivers distinctive destination experiences by visiting unique and remote destinations, including the Galapagos Islands, Antarctica and the Arctic with cruise itineraries generally ranging from [removed: five] [added: six] to [removed: 24] [added: 25] nights.

Silversea Cruises operates [removed: 11] [added: 12] ships, with an aggregate capacity of approximately [removed: 4,770] [added: 5,500] berths.

TUI Cruises operates [removed: six] [added: seven] ships, with an aggregate capacity of approximately [removed: 15,800] [added: 18,700] berths.

Additionally, as of December 31, [removed: 2023,] [added: 2024,] TUI Cruises had [removed: three] [added: two] ships on order with an aggregate capacity of approximately [removed: 11,100] [added: 8,200] berths, [removed: two of these ships] [added: which] are expected to be delivered in [removed: 2024, the third ship is expected to be delivered in 2026.][added: 2025 and 2026, respectively.]

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

We believe that cruising will continue to be a popular vacation choice due to its inherent value, extensive [removed: itineraries] [added: itineraries, private destinations,] and variety of shipboard and shoreside activities.

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

[removed: We] [added: Despite the increase in market penetration rates during 2024, we] believe [removed: this presents] [added: there is] an opportunity for long-term growth and a potential for increased profitability.

During [removed: 2023,] [added: 2024,] industry market penetration rates were [removed: 3.55%] [added: 6.01%] for North America, [removed: 1.07%] [added: 1.72%] for Europe, and [removed: 0.04%] [added: 0.09%] for Asia/Pacific.

The penetration rates in [removed: 2023] [added: 2024] show the [removed: recovery and] growth potential in the markets most served by the industry.

The cruise industry was served by a fleet with a weighted average of approximately [removed: 650,000] [added: 706,000] berths during [removed: 2023] [added: 2024] with approximately [removed: 361] [added: 432] ships at the end of [removed: 2023.][added: 2024.]

As of December 31, [removed: 2023,] [added: 2024,] there were approximately [removed: 51] [added: 50] ships on order with an estimated [removed: 110,000] [added: 116,500] 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 [removed: 21] [added: 36] million guests in [removed: 2023, 30] [added: 2024, 32] million cruise guests in [removed: 2019] [added: 2023] and approximately [removed: 28.5] [added: 20] million in [removed: 2018.][added: 2022.]

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: 2024,] 2023, 2022 and for each of the [removed: five] [added: two] years [removed: from 2015 through 2019] [added: prior to the 2020 suspension of global cruise operations] (in [removed: thousands,] [added: millions,] except berth data):

| 2018 | | | | | | 546,000 | | | | | | 135,520 | | | | | | [removed: 28,500] [added: 29] | | | | | | 49% | | | | | | 26% | | | | | | 20% | | | | | | 5% | | |

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

| 2022 | | | | | | 634,000 | | | | | | 150,005 | | | | | | [removed: 13,100] [added: 20] | | | | | | 65% | | | | | | 29% | | | | | | 2% | | | | | | 4% | | |

| 2023 | | | | | | 650,000 | | | | | | 157,575 | | | | | | [removed: 21,200] [added: 32] | | | | | | 63% | | | | | | 27% | | | | | | 6% | | | | | | 4% | | |

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

(3)Total berths include our berths related to our Global Brands and Partner Brands as of December 31, [removed: 2023.][added: 2024.]

(6)Our estimates include Southeast Asia (most notably: [removed: Singapore, Thailand] [added: Singapore] and [removed: the Philippines),] [added: Malaysia),] East Asia (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: 2023] [added: 2024] is partly driven by [added: lack of cruise supply and itineraries in] China [removed: remaining closed given its COVID-19 restrictions] through the first half 2023.

We compete principally by operating our portfolio of valued brands that deliver vacation experiences known for exceptional product offerings and service provided by our dedicated crew.

Our competitive edge is grounded in our focus on innovation, best evidenced in the quality and variety of ships in our fleet, our growing portfolio of private destinations and experiences, and a range of itineraries and global destinations tailored to meet diverse guest preferences.

By continually reimagining vacation possibilities and investing in the maintenance and enhancement of our fleet, we inspire both new travelers and loyal repeat guests to embark on unforgettable journeys with us.

In addition, during 2024, we entered into an agreement with Meyer Turku Oy to build a fourth Icon-class ship for delivery in 2027.

The agreement is contingent upon completion of certain conditions precedent including financing.

The agreement is contingent upon completion of certain conditions precedent including financing.

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

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

| 2024 | | | | | | 706,000 | | | | | | 163,200 | | | | | | 36 | | | | | | 63% | | | | | | 26% | | | | | | 7% | | | | | | 4% | | |

For 2024, we estimate the total number of global cruise guests for the full year with actual data only available through the third quarter.

We also believe in transparent reporting around our corporate responsibility efforts.

*Investing in our workforce*

During 2024, we achieved investment grade metrics and proactively eliminated all secured and guaranteed debt.

In 2024, Royal Caribbean introduced *Utopia of the Seas,* and Silversea Cruises introduced *Silver Ray.* Each of these ships represent the evolution of their class and the latest ships for each brand.

In October 2024, we announced the second destination in our Perfect Day Collection, Perfect Day Mexico, a Mexican inspired Royal Caribbean destination experience expected to open in 2027, and will serve our Western Caribbean itineraries from

homeports in Texas and Florida.

In October 2024, we also announced Silversea's plans to develop a hotel in Puerto Williams, Chile to provide a further-elevated and seamless guest experience for its Antarctica expeditions.

Generally, we partner with local, private or governmental entities by collaborating on strategic investments and destination management.

These loyalty programs collectively have over 26 million enrolled members worldwide.

In addition, the Crown & Anchor Society, Captain’s Club and Venetian Society members all benefit from our loyalty status match program, effective June 2024, where membership in one program qualifies for the equivalent tier in each of the sister brands.

| *Star of the Seas* | | | | | | 2025 | | | | | | 2025 | | | | | | 5,600 | | | | | | | | |

| *Celebrity Xcel* | | | | | | 2025 | | | | | | 2025 | | | | | | 3,250 | | | | | | | | |

| Total | | | | | | | | | | | | | | | | | | 179,790 | | | | | | | | |

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

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

During the quarter ended December 31, 2024, we received commitments for the unsecured financing of the seventh Oasis-class ship for up to 80% of the ship’s contract price and our building contract with Chantiers de l’Atlantique became effective.

Bpifrance Assurance Export, the official French export credit agency, has agreed to guarantee to the lenders 100% of the financing.

In addition, during 2024, we entered into an agreement with Meyer Turku Oy and Chantiers de l' Atlantique to build a fourth Icon-class ship for delivery in 2027 and a sixth Edge-class ship for delivery in 2028.

The agreements are contingent upon completion of certain conditions precedent including financing.

In January 2025, we announced the launch of Celebrity River Cruises, a premium river cruise vacation.

We entered into agreements for the commitment to an initial order of 10 ships with plans to sail in 2027.

focused on deployment in the Caribbean, Asia and Australia during that period.

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

The CODM uses Operating Income (loss) to assess performance and allocate resources.

This financial metric is used by the CODM to review operating trends, and to monitor budget-to-actual variances in order to make key operating decisions.

(Refer to Item 8.

| Shoreside Operations(1) | | | 4,250 | | | 4,850 | | |

Females represent 56% of our global shoreside workforce.

| Shoreside - International | | | 41% | | | 59% | | |

| Shipboard | | | 79% | | | 21% | | |

We compete principally by operating valued brands that offer exceptional service provided by our crew and on the basis of innovation and quality of ships, variety of itineraries, choice of destinations and price.

We believe that our commitment to build state-of-the-art ships and to invest in the maintenance and upgrade of our fleet to, among other things, incorporate many of our latest signature innovations, allows us to continue to attract new and loyal repeat guests.

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.

Hapag-Lloyd Cruises did not have any ships on order as of December 31, 2023.

The Company and other industry participants voluntarily suspended operations in March of 2020 and gradually resumed full operations starting in the second half of 2021 through the first half of 2022.

As a result, comparative information regarding market penetration is not meaningful for 2020, 2021, and 2022.

| 2015 | | | | | | 469,000 | | | | | | 112,700 | | | | | | 23,000 | | | | | | 52% | | | | | | 29% | | | | | | 14% | | | | | | 5% | | |

| 2016 | | | | | | 493,000 | | | | | | 123,270 | | | | | | 24,000 | | | | | | 51% | | | | | | 27% | | | | | | 19% | | | | | | 3% | | |

| 2017 | | | | | | 515,000 | | | | | | 124,070 | | | | | | 26,700 | | | | | | 48% | | | | | | 25% | | | | | | 20% | | | | | | 7% | | |

For 2023, cruise guest information includes data through the third quarter of 2023.

- deliver the best vacation experiences responsibly;

For example, during 2023, we amended our revolving credit facility with our key relationship banks to ensure adequate liquidity on a going-forward basis and additionally, we repaid approximately $4.0 billion of debt.

We also believe in transparent reporting on our environmental and sustainability stewardship, as well as our social and governance efforts.

*Investing in our workforce and promoting equality, diversity and inclusion*

Our ability to attract, engage, and retain key employees has been and will remain critical to our success.

key markets.

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

Generally, we collaborate with local, private or governmental entities by providing management and/or financial assistance and often enter into long-term port usage arrangements.

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

Crown & Anchor Society has approximately 19.2 million members worldwide.

Captain’s Club and Venetian Society have approximately 6.1 million members combined worldwide.

In addition, upon achieving a certain level of cruise points or credits, the Crown & Anchor Society and Captain’s Club members benefit from reciprocal membership benefits between the loyalty programs.

| *Celebrity Xploration* | | | | | | 2007 | | | | | | 2016 | | | | | | 15 | | | | | | | | |

| *Celebrity Xpedition* | | | | | | 2001 | | | | | | 2004 | | | | | | 50 | | | | | | | | |

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

(1)*Icon of the Seas* was delivered in 2023 and commenced cruise revenue operations in January 2024.

The table below sets forth, as of December 31, 2023, the dates that the ships on order are expected to be delivered, and their approximate berths.

| Silversea Cruises — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Evolution-class: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| *Silver Ray* | | | | | | Meyer Werft | | | | | | 2nd Quarter 2024 | | | | | | 730 | | | | | | | | | | | |

| *Mein Schiff 7* | | | | | | Meyer Turku Oy | | | | | | 2nd Quarter 2024 | | | | | | 2,900 | | | | | | | | | | | |

General* to our consolidated financial statements under Item 8.

Refer to Note 1*.

*Financial Statements and Supplementary Data* for more information on the sale of the Azamara Cruises brand.

(For financial information, see Item 8.

*Financial Statements and Supplementary Data*.)

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

Our shoreside workforce is gender diverse with 54% female representation.

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

| Shipboard | | | 78% | | | 22% | | |

We [removed: have] [added: then] appealed the judgment to the United States Court of Appeals for the 11th Circuit.

During the fourth quarter of 2022, we recorded a charge of approximately [removed: $130.0] [added: $130] million to *Other [removed: (expense) income*] [added: income (expense)*] within our consolidated statements of comprehensive income (loss) related to the Havana Docks Action, including post-judgment interest and related legal defense costs and bonding fees.

On October 22, 2024, the 11th Circuit issued an opinion reversing the lower court’s judgment.

The plaintiff's petition for a rehearing by the full 11th Circuit was subsequently denied.

The plaintiff has the right to petition the United States Supreme Court for a writ of certiorari.

Following the 11th Circuit's denial of the rehearing petition, we released approximately $124 million of the previously recorded loss contingency for the year ended December 31, 2024, recognized within *Other income (expense)* within our consolidated statements of comprehensive income (loss).

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

For the fiscal year ended December 31, [removed: 2023][added: 2024]

The aggregate market value of the registrant's common stock at June [removed: 30, 2023] [added: 28, 2024] (based upon the closing sale price of the common stock on the New York Stock Exchange on June [removed: 30, 2023)] [added: 28, 2024)] held by those persons deemed by the registrant to be non-affiliates was approximately [removed: $24.4] [added: $37.8] billion.

There were [removed: 256,650,147] [added: 269,128,754] shares of common stock outstanding as of February [removed: 16, 2024.][added: 11, 2025.]

Portions of the registrant's Definitive Proxy Statement relating to its [removed: 2024] [added: 2025] Annual Meeting of Shareholders are incorporated by reference in Part III, Items 10-14 of this Annual Report on Form 10-K as indicated herein.

| Item 1. | | | | | | Business | | | | | | [removed: [2](#id6eefc4e688e443ab0301f30c91984f6_13)] [added: [2](#ib9efde03186645baae7857b803487b49_13)] | | |

| [Item [removed: 1A.](#id6eefc4e688e443ab0301f30c91984f6_64)] [added: 1A.](#ib9efde03186645baae7857b803487b49_64)] | | | | | | [Risk [removed: Factors](#id6eefc4e688e443ab0301f30c91984f6_64)] [added: Factors](#ib9efde03186645baae7857b803487b49_64)] | | | | | | [removed: [21](#id6eefc4e688e443ab0301f30c91984f6_64)] [added: [22](#ib9efde03186645baae7857b803487b49_64)] | | |

| [Item [removed: 1B.](#id6eefc4e688e443ab0301f30c91984f6_67)] [added: 1B.](#ib9efde03186645baae7857b803487b49_67)] | | | | | | [Unresolved Staff [removed: Comments](#id6eefc4e688e443ab0301f30c91984f6_67)] [added: Comments](#ib9efde03186645baae7857b803487b49_67)] | | | | | | [removed: [22](#id6eefc4e688e443ab0301f30c91984f6_67)] [added: [23](#ib9efde03186645baae7857b803487b49_67)] | | |

| [Item [removed: 2.](#id6eefc4e688e443ab0301f30c91984f6_70)] [added: 2.](#ib9efde03186645baae7857b803487b49_73)] | | | | | | [removed: [Properties](#id6eefc4e688e443ab0301f30c91984f6_70)] [added: [Properties](#ib9efde03186645baae7857b803487b49_73)] | | | | | | [removed: [23](#id6eefc4e688e443ab0301f30c91984f6_70)] [added: [24](#ib9efde03186645baae7857b803487b49_73)] | | |

| [Item [removed: 3.](#id6eefc4e688e443ab0301f30c91984f6_73)] [added: 3.](#ib9efde03186645baae7857b803487b49_76)] | | | | | | [Legal [removed: Proceedings](#id6eefc4e688e443ab0301f30c91984f6_73)] [added: Proceedings](#ib9efde03186645baae7857b803487b49_76)] | | | | | | [removed: [23](#id6eefc4e688e443ab0301f30c91984f6_73)] [added: [24](#ib9efde03186645baae7857b803487b49_76)] | | |

| [Item [removed: 4.](#id6eefc4e688e443ab0301f30c91984f6_76)] [added: 4.](#ib9efde03186645baae7857b803487b49_79)] | | | | | | [Mine Safety [removed: Disclosures](#id6eefc4e688e443ab0301f30c91984f6_76)] [added: Disclosures](#ib9efde03186645baae7857b803487b49_79)] | | | | | | [removed: [23](#id6eefc4e688e443ab0301f30c91984f6_76)] [added: [24](#ib9efde03186645baae7857b803487b49_79)] | | |

| [Item [removed: 5.](#id6eefc4e688e443ab0301f30c91984f6_82)] [added: 5.](#ib9efde03186645baae7857b803487b49_85)] | | | | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#id6eefc4e688e443ab0301f30c91984f6_82)] [added: Securities](#ib9efde03186645baae7857b803487b49_85)] | | | | | | [removed: [24](#id6eefc4e688e443ab0301f30c91984f6_82)] [added: [25](#ib9efde03186645baae7857b803487b49_85)] | | |

| Item 6. | | | | | | Reserved | | | | | | [removed: [26](#id6eefc4e688e443ab0301f30c91984f6_2499)] [added: [27](#ib9efde03186645baae7857b803487b49_88)] | | |

| [Item [removed: 7.](#id6eefc4e688e443ab0301f30c91984f6_88)] [added: 7.](#ib9efde03186645baae7857b803487b49_91)] | | | | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#id6eefc4e688e443ab0301f30c91984f6_88)] [added: Operations](#ib9efde03186645baae7857b803487b49_91)] | | | | | | [removed: [27](#id6eefc4e688e443ab0301f30c91984f6_88)] [added: [28](#ib9efde03186645baae7857b803487b49_91)] | | |

| [Item [removed: 7A.](#id6eefc4e688e443ab0301f30c91984f6_148)] [added: 7A.](#ib9efde03186645baae7857b803487b49_157)] | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#id6eefc4e688e443ab0301f30c91984f6_148)] [added: Risk](#ib9efde03186645baae7857b803487b49_157)] | | | | | | [removed: [49](#id6eefc4e688e443ab0301f30c91984f6_148)] [added: [49](#ib9efde03186645baae7857b803487b49_157)] | | |

| [Item [removed: 8.](#id6eefc4e688e443ab0301f30c91984f6_151)] [added: 8.](#ib9efde03186645baae7857b803487b49_160)] | | | | | | [Financial Statements and Supplementary [removed: Data](#id6eefc4e688e443ab0301f30c91984f6_151)] [added: Data](#ib9efde03186645baae7857b803487b49_160)] | | | | | | [removed: [51](#id6eefc4e688e443ab0301f30c91984f6_151)] [added: [51](#ib9efde03186645baae7857b803487b49_160)] | | |

| [Item [removed: 9.](#id6eefc4e688e443ab0301f30c91984f6_154)] [added: 9.](#ib9efde03186645baae7857b803487b49_163)] | | | | | | [Changes In and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#id6eefc4e688e443ab0301f30c91984f6_154)] [added: Disclosure](#ib9efde03186645baae7857b803487b49_163)] | | | | | | [removed: [51](#id6eefc4e688e443ab0301f30c91984f6_154)] [added: [51](#ib9efde03186645baae7857b803487b49_163)] | | |

| [Item [removed: 9A.](#id6eefc4e688e443ab0301f30c91984f6_157)] [added: 9A.](#ib9efde03186645baae7857b803487b49_166)] | | | | | | [Controls and [removed: Procedures](#id6eefc4e688e443ab0301f30c91984f6_157)] [added: Procedures](#ib9efde03186645baae7857b803487b49_166)] | | | | | | [removed: [52](#id6eefc4e688e443ab0301f30c91984f6_157)] [added: [52](#ib9efde03186645baae7857b803487b49_166)] | | |

| [Item [removed: 9B.](#id6eefc4e688e443ab0301f30c91984f6_160)] [added: 9B.](#ib9efde03186645baae7857b803487b49_169)] | | | | | | [Other [removed: Information](#id6eefc4e688e443ab0301f30c91984f6_160)] [added: Information](#ib9efde03186645baae7857b803487b49_169)] | | | | | | [removed: [52](#id6eefc4e688e443ab0301f30c91984f6_160)] [added: [52](#ib9efde03186645baae7857b803487b49_169)] | | |

| [Item [removed: 9C.](#id6eefc4e688e443ab0301f30c91984f6_163)] [added: 9C.](#ib9efde03186645baae7857b803487b49_172)] | | | | | | [Disclosure Regarding Foreign Jurisdictions that [removed: Prevents Inspections](#id6eefc4e688e443ab0301f30c91984f6_163)] [added: Prevent](#ib9efde03186645baae7857b803487b49_172) [Inspections](#ib9efde03186645baae7857b803487b49_172)] | | | | | | [removed: [52](#id6eefc4e688e443ab0301f30c91984f6_163)] [added: [52](#ib9efde03186645baae7857b803487b49_172)] | | |

| [Item [removed: 10.](#id6eefc4e688e443ab0301f30c91984f6_169)] [added: 10.](#ib9efde03186645baae7857b803487b49_178)] | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#id6eefc4e688e443ab0301f30c91984f6_169)] [added: Governance](#ib9efde03186645baae7857b803487b49_178)] | | | | | | [removed: [53](#id6eefc4e688e443ab0301f30c91984f6_169)] [added: [53](#ib9efde03186645baae7857b803487b49_178)] | | |

| [Item [removed: 11.](#id6eefc4e688e443ab0301f30c91984f6_169)] [added: 11.](#ib9efde03186645baae7857b803487b49_178)] | | | | | | [Executive [removed: Compensation](#id6eefc4e688e443ab0301f30c91984f6_169)] [added: Compensation](#ib9efde03186645baae7857b803487b49_178)] | | | | | | [removed: [53](#id6eefc4e688e443ab0301f30c91984f6_169)] [added: [53](#ib9efde03186645baae7857b803487b49_178)] | | |

| [Item [removed: 12.](#id6eefc4e688e443ab0301f30c91984f6_169)] [added: 12.](#ib9efde03186645baae7857b803487b49_178)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#id6eefc4e688e443ab0301f30c91984f6_169)] [added: Matters](#ib9efde03186645baae7857b803487b49_178)] | | | | | | [removed: [53](#id6eefc4e688e443ab0301f30c91984f6_169)] [added: [53](#ib9efde03186645baae7857b803487b49_178)] | | |

| [Item [removed: 13.](#id6eefc4e688e443ab0301f30c91984f6_169)] [added: 13.](#ib9efde03186645baae7857b803487b49_178)] | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#id6eefc4e688e443ab0301f30c91984f6_169)] [added: Independence](#ib9efde03186645baae7857b803487b49_178)] | | | | | | [removed: [53](#id6eefc4e688e443ab0301f30c91984f6_169)] [added: [53](#ib9efde03186645baae7857b803487b49_178)] | | |

| [Item [removed: 14.](#id6eefc4e688e443ab0301f30c91984f6_169)] [added: 14.](#ib9efde03186645baae7857b803487b49_178)] | | | | | | [Principal Accountant Fees and [removed: Services](#id6eefc4e688e443ab0301f30c91984f6_169)] [added: Services](#ib9efde03186645baae7857b803487b49_178)] | | | | | | [removed: [53](#id6eefc4e688e443ab0301f30c91984f6_169)] [added: [53](#ib9efde03186645baae7857b803487b49_178)] | | |

| [Item [removed: 15.](#id6eefc4e688e443ab0301f30c91984f6_175)] [added: 15.](#ib9efde03186645baae7857b803487b49_184)] | | | | | | [Exhibits and Financial Statement [removed: Schedules](#id6eefc4e688e443ab0301f30c91984f6_175)] [added: Schedules](#ib9efde03186645baae7857b803487b49_184)] | | | | | | [removed: [54](#id6eefc4e688e443ab0301f30c91984f6_175)] [added: [54](#ib9efde03186645baae7857b803487b49_184)] | | |

| [Item [removed: 16.](#id6eefc4e688e443ab0301f30c91984f6_178)] [added: 16.](#ib9efde03186645baae7857b803487b49_187)] | | | | | | [Form 10-K [removed: Summary](#id6eefc4e688e443ab0301f30c91984f6_178)] [added: Summary](#ib9efde03186645baae7857b803487b49_187)] | | | | | | [removed: [66](#id6eefc4e688e443ab0301f30c91984f6_178)] [added: [61](#ib9efde03186645baae7857b803487b49_187)] | | |

The terms “Royal [removed: Caribbean International,”] [added: Caribbean,”] “Celebrity Cruises,” and “Silversea Cruises” refer to our wholly owned global cruise brands.

| [PART I](#ib9efde03186645baae7857b803487b49_10) | | | | | | | | | | | | | | |

| [Item 1C.](#ib9efde03186645baae7857b803487b49_70) | | | | | | [Cybersecurity](#ib9efde03186645baae7857b803487b49_70) | | | | | | [23](#ib9efde03186645baae7857b803487b49_70) | | |

| [PART II](#ib9efde03186645baae7857b803487b49_82) | | | | | | | | | | | | | | |

| [PART III](#ib9efde03186645baae7857b803487b49_175) | | | | | | | | | | | | | | |

| [PART IV](#ib9efde03186645baae7857b803487b49_181) | | | | | | | | | | | | | | |

| [Signatures](#ib9efde03186645baae7857b803487b49_190) | | | | | | | | | | | | [62](#ib9efde03186645baae7857b803487b49_190) | | |

| [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) | | |

We conduct regular third-party assessments of our cyber risk management [removed: program.][added: program, and also conduct a periodic assessment of cybersecurity risk as part of broader enterprise risk management (ERM).]

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

Our policies require each of our employees [added: and crew members] to contribute to our data security efforts.

[removed: Risk Factors] [added: *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."

The CISO reports to the CIO and is generally responsible for management of cybersecurity risk and the protection and defense of our [removed: networks] [added: networks, systems,] and [removed: systems.][added: data.]

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 [removed: framework.]

We engage third parties to perform periodic assessment of our cyber program maturity against the NIST framework, to perform penetration testing, and to audit our capabilities from time to time.

framework.

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

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

\-Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is listed on the New York Stock Exchange ("NYSE") under the symbol "RCL."

Holders

As of February 11, 2025, there were approximately 1,075 record holders of our common stock.

Since certain of our shares are held by brokers and other institutions on behalf of shareholders, the foregoing number is not representative of the number of beneficial owners.

Dividends

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

Holders of our common stock have no rights to any sinking fund.

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

Under current Liberian law, no Liberian taxes or withholding will be imposed on payments to holders of our securities other than to a holder that is a resident Liberian entity or a resident individual or an individual or entity subject to taxation in Liberia as a result of having a permanent establishment within the meaning of the Liberia Revenue Code of 2000 as amended in Liberia.

The declaration of dividends shall at all times be subject to the final determination of our board of directors that a dividend is prudent at that time in consideration of the needs of the business.

During the second quarter of 2024, we repaid the principal amounts deferred under our export credit facilities, which eliminated the restriction on dividends.

In the second quarter of 2024, our Board of Directors reinstated our quarterly dividend.

Since reinstatement, we have paid a dividend of $0.40 per share of common stock in October 2024, and a dividend of $0.55 per share of common stock in January 2025.

Refer to Note 10*.

Shareholders' Equity* to our consolidated financial statements under Item 8.

*Financial Statements and Supplementary Data* for further information on dividends declared.

In February 2025, our Board of Directors declared a dividend of $0.75 per share, payable in April 2025.

Share Repurchases

There were no repurchases of common stock during the year ended December 31, 2024.

During the second quarter of 2024, we repaid the principal amounts deferred under our export credit facilities, which eliminated the restriction on share repurchases.

Refer to Note 8*.

Debt* to our consolidated financial statements under Item 8.

*Financial Statements and Supplementary Data* for further information on the transaction.

In February 2025, our board of directors authorized a 12-month common stock repurchase program for up to $1.0 billion.

The timing and number of shares to be repurchased will depend on a variety of factors including price and market conditions.

Repurchases under the program may be made at management's discretion from time to time on the open market or through privately negotiated transactions.

Performance Graph

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, 2019 to December 31, 2024.


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

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

| | | | | | | 12/19 | | | 12/20 | | | | | | 12/21 | | | | | | 12/22 | | | | | | 12/23 | | | | | | 12/24 | | |

| Royal Caribbean Cruises Ltd. | | | | | | 100.00 | | | 56.61 | | | | | | 58.28 | | | | | | 37.46 | | | | | | 98.14 | | | | | | 175.65 | | |

| S&P 500 | | | | | | 100.00 | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.59 | | | | | | 197.02 | | |

| Dow Jones U.S. Travel & Leisure | | | | | | 100.00 | | | 101.74 | | | | | | 113.43 | | | | | | 90.45 | | | | | | 123.09 | | | | | | 143.76 | | |

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, 2019 and that all dividends were reinvested.

Past performance is not necessarily an indicator of future results.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] 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: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the quarter ended December 31, [removed: 2023,] [added: 2024,] none of our directors or executive officers [removed: adopted] [added: adopted, modified] 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).

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: 2024] [added: 2025] 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.

We have adopted a Securities Trading Policy governing the purchase, sale and other dispositions of our securities by our directors, officers, and employees.

We believe that the Securities Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards.

A copy of the Securities Trading Policy is filed as Exhibit 19 to this report.

From time to time, Royal Caribbean Cruises Ltd may engage in transactions in its own securities.

It is Royal Caribbean Cruises Ltd.'s policy to comply with all applicable laws, rules and regulations (including appropriate approvals by the Board or appropriate committee, if required) when engaging in transactions of its securities.

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

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

| 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/884887/000088488724000075/a2023q4exhibit41.htm)] [added: Commission](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit41.htm)[*](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit41.htm)] | | | | | | | | | | | | | | | | | | | | |

| 4.2 | | | | | | [Description of the Company's [removed: 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)] [added: Securities](https://www.sec.gov/Archives/edgar/data/884887/000088488724000075/a2023q4exhibit42.htm)[](https://www.sec.gov/Archives/edgar/data/884887/000088488724000075/a2023q4exhibit42.htm)] | | | | | | [added: 10-K] | | | | | | [added: 4.2] | | | | | | [added: 12/31/2023] | | |

| [removed: 10.2] [added: 10.21] | | | | | | [Hull [removed: No. B34] [added: L34] Credit Agreement, dated as of [removed: January 30, 2015,] [added: July 24, 2017,] as novated, amended and restated on the Actual Delivery Date pursuant to a [removed: novation agreement] [added: Novation Agreement,] dated [removed: January 30, 2015 (as amended),between] [added: as of July 24, 2017, by and between] Royal Caribbean Cruises Ltd., Citibank N.A., [removed: London Branch,] [added: SMBC Bank International plc,] Citibank Europe plc, [removed: UK Branch,] and the banks and financial institutions as lender parties [removed: thereto](http://www.sec.gov/Archives/edgar/data/884887/000088488718000042/rcl-3312018xexhibit101.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/884887/000088488722000018/a2022q1exhibit101.htm)] | | | | | | 10-Q | | | | | | 10.1 | | | | | | [removed: 3/31/2018] [added: 3/31/2022] | | |

| [removed: 10.3] [added: 10.9] | | | | | | [removed: [Hull] [added: [Amendment] No. [removed: S-700] [added: 2](https://www.sec.gov/Archives/edgar/data/0000884887/000110465921039073/tm219688d2_ex10-3.htm) [(](https://www.sec.gov/Archives/edgar/data/0000884887/000110465921039073/tm219688d2_ex10-3.htm)[Amended and Restated)](https://www.sec.gov/Archives/edgar/data/0000884887/000110465921039073/tm219688d2_ex10-3.htm) [in connection with the] Credit [removed: Agreement,] [added: Agreement in respect of “ICON 3” - Hull 1402,] dated as of [removed: November 13, 2015, by and among] [added: March 18, 2021, between] the Company, [removed: the Lenders from time to time party thereto and] KfW IPEX-Bank [removed: GmbH,] [added: GmbH] as [added: facility agent and] Hermes [removed: Agent, Facility Agent] [added: agent, KfW IPEX-Bank GmbH as the mandated lead arranger, the banks] and [removed: Initial Mandated Lead Arranger](http://www.sec.gov/Archives/edgar/data/884887/000088488715000109/exh101form8k20151113.htm)] [added: financial institutions party thereto as mandated lead arrangers and the banks and financial institutions listed therein as lenders](https://www.sec.gov/Archives/edgar/data/0000884887/000110465921039073/tm219688d2_ex10-3.htm)] | | | | | | 8-K | | | | | | [removed: 10.1] [added: 10.3] | | | | | | [removed: 11/19/2015] [added: 3/19/2021] | | |

| [removed: 10.5] [added: 10.61] | | | | | | [Amendment No. [removed: 2 to Hull No. S-700] [added: 9 in connection with the] Credit [removed: Agreement,] [added: Agreement in respect of “Spectrum of the Seas” – Hull S-700,] dated as of [removed: July 3, 2018, by and among] [added: May 31, 2024, between] the Company, [removed: the Lenders from time to time party thereto and] KfW IPEX-Bank [removed: GmbH,] [added: GmbH] as [added: facility agent and] Hermes [removed: Agent, Facility Agent] [added: agent] and [removed: Initial Mandated Lead Arranger](http://www.sec.gov/Archives/edgar/data/884887/000088488718000079/rcl-6302018xexhibit108.htm)] [added: 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/884887/000088488724000130/a2024q2exhibit103.htm)] | | | | | | 10-Q | | | | | | [removed: 10.8] [added: 10.3] | | | | | | [removed: 6/30/2018] [added: 6/30/2024] | | |

| 10.8 | | | | | | [Amendment No. [removed: 2 to Hull No. S-713] [added: 6 in connection with the] Credit [removed: Agreement,] [added: Agreement in respect of “Odyssey of the Seas” – Hull S-713,] dated as of [removed: July 3, 2018, by and among] [added: March 10, 2021, between] the Company, [added: Kfw IPEX-Bank GmbH as facility agent and Hermes agent,] the [removed: Lenders from time to time] [added: banks and financial institutions] party thereto [removed: and KfW IPEX-Bank GmbH,] as [removed: Hermes Agent,Facility Agent] [added: mandated lead arrangers] and [removed: Initial Mandated Lead Arranger](http://www.sec.gov/Archives/edgar/data/884887/000088488718000079/rcl-6302018xexhibit1010.htm)] [added: the banks and financial institutions listed therein as lenders.](https://www.sec.gov/Archives/edgar/data/0000884887/000110465921037158/tm219688d1_ex10-1.htm)] | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | [removed: 10.10] [added: 10.1] | | | | | | [removed: 6/30/2018] [added: 3/16/2021] | | |

| [removed: 10.9] [added: 10.2] | | | | | | [Novation Agreement, dated as of [removed: June 22, 2016, by and] [added: July 24, 2017,] between [removed: Azairemia] [added: 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 [removed: thereto](http://www.sec.gov/Archives/edgar/data/884887/000088488716000171/exh102form8k20160622.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/884887/000114036117029156/ex10_2.htm)] | | | | | | 8-K | | | | | | 10.2 | | | | | | [removed: 6/28/2016] [added: 7/28/2017] | | |

| [removed: 10.10] [added: 10.3] | | | | | | [removed: [First Supplemental Agreement, dated as of October 5, 2018, relating to Hull No. K34 and the Novation] [added: [Novation] Agreement, dated as of [removed: June 22, 2016, by and] [added: July 24, 2017,] between [removed: Azairemia] [added: 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 [removed: Branch,] [added: Branch] and the banks and financial institutions as lender parties [removed: thereto](http://www.sec.gov/Archives/edgar/data/884887/000088488719000017/exhibit10-20.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/884887/000114036117029156/ex10_3.htm)] | | | | | | [removed: 10-K] [added: 8-K] | | | | | | [removed: 10.20] [added: 10.3] | | | | | | [removed: 12/31/2018] [added: 7/28/2017] | | |

| [removed: 10.11] [added: 10.4] | | | | | | [Novation Agreement, dated as of [removed: July 24, 2017,] [added: December 13, 2019,] between [removed: Hibisyeu] [added: Palmeraie] Finance [removed: Ltd.,] [added: Limited,] Royal Caribbean Cruises Ltd., Citibank Europe Plc, UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London [removed: Branch,] [added: Branch] HSBC France, [added: Banco Santander S.A., Banco Bilbao Vizcaya Argentaria S.A., Paris Branch, BNP Paribas SA,] Sumitomo Mitsui Banking Corporation Europe Limited, Paris [removed: Branch] [added: Branch, Société Générale, Unicredit Bank AG] and the banks and financial institutions as lender parties [removed: thereto](http://www.sec.gov/Archives/edgar/data/884887/000114036117029156/ex10_1.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/884887/000110465919073886/tm1926395d1_ex10-1.htm)] | | | | | | 8-K | | | | | | 10.1 | | | | | | [removed: 7/28/2017] [added: 12/18/2019] | | |

| [removed: 10.12] [added: 10.20] | | | | | | [removed: [Novation] [added: [Hull C34 Credit] Agreement, dated as of July 24, 2017, [added: as novated, amended and restated on the Actual Delivery Date pursuant to a Novation Agreement, dated as of July 24, 2017, by and] between [removed: Hoediscus Finance Ltd.,] Royal Caribbean Cruises Ltd., Citibank [removed: Europe Plc, UK Branch, Citicorp Trustee Company Limited, Citibank] N.A., [removed: London Branch, HSBC France,] Sumitomo Mitsui Banking Corporation [added: Limited](https://www.sec.gov/Archives/edgar/data/884887/000088488722000008/a2021q4exhibit10142.htm)[, Citibank] Europe [removed: Limited, Paris Branch] [added: plc (UK Branch),] and the banks and financial institutions as lender parties [removed: thereto](https://www.sec.gov/Archives/edgar/data/884887/000114036117029156/ex10_2.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/884887/000088488722000008/a2021q4exhibit10142.htm)] | | | | | | [removed: 8-K] [added: 10-K] | | | | | | [removed: 10.2] [added: 10.142] | | | | | | [removed: 7/28/2017] [added: 12/31/2021] | | |

| [removed: 10.13] [added: 10.12] | | | | | | [removed: [Novation Agreement,] [added: [Fourth Supplemental Agreement relating to a secured credit facility for Hull No. M34 at Chantiers l’Atlantique S.A.,] dated [removed: as of] July [removed: 24, 2017,] [added: 12, 2021,] between Houatorris Finance [removed: Ltd.,] [added: Limited,] Royal Caribbean Cruises Ltd., Citibank Europe [removed: Plc,] [added: PLC,] UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London Branch, HSBC [removed: France, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch] [added: Continental Europe, SMBC Bank International PLC, the mandated lead arrangers] and the banks and financial institutions [removed: as lender parties thereto](https://www.sec.gov/Archives/edgar/data/884887/000114036117029156/ex10_3.htm)] [added: party thereto](https://www.sec.gov/Archives/edgar/data/884887/000088488721000028/a2021q3exhibit103.htm)] | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | 10.3 | | | | | | [removed: 7/28/2017] [added: 9/30/2021] | | |

| [removed: 10.15] [added: 10.66] | | | | | | [removed: [Icon 1 Hull] [added: [Amendment] No. [removed: S-1400] [added: 8 in connection with the] Credit [removed: Agreement,] [added: Agreement in respect of “Icon 1” – Hull 1400,] dated as of [removed: October] [added: June] 11, [removed: 2017,] [added: 2024,] between [removed: Royal Caribbean Cruises Ltd., as] the [removed: Borrower, the Lenders from time to time party thereto,] [added: Company,] KfW IPEX-Bank [removed: GmbH,] [added: GmbH] as [removed: Hermes Agent, Facility Agent, Documentation Agent and Initial Mandated Lead Arranger] [added: facility agent] and [added: Hermes agent,] BNP Paribas Fortis SA/NV as Finnvera [removed: Agent](http://www.sec.gov/Archives/edgar/data/884887/000110465917062535/a17-24009_1ex10d1.htm)] [added: agent, the banks and financial institutions listed therein as mandated lead arrangers and lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488724000130/a2024q2exhibit108.htm)] | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | [removed: 10.1] [added: 10.8] | | | | | | [removed: 10/17/2017] [added: 6/30/2024] | | |

| [removed: 10.16] [added: 10.72] | | | | | | [removed: [Icon 2 Hull No. S-1401] [added: [Amendment No.](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit1072.htm) [8](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit1072.htm) [in connection with the] Credit [removed: Agreement,] [added: Agreement in respect of “Icon 2” - Hull 1401,] dated as [removed: of October 11, 2017,] [added: of](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit1072.htm) [December 5, 2024](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit1072.htm)[,] between [removed: Royal Caribbean Cruises Ltd., as] the [removed: Borrower, the Lenders from time to time party thereto,] [added: Company,] KfW IPEX-Bank [removed: GmbH,] [added: GmbH] as [removed: Hermes Agent, Facility Agent, Documentation Agent and Initial Mandated Lead Arranger] [added: facility agent] and [added: Hermes agent,] BNP Paribas Fortis SA/NV as Finnvera [removed: Agent](http://www.sec.gov/Archives/edgar/data/884887/000110465917062535/a17-24009_1ex10d2.htm)] [added: agent, and the banks and financial institutions listed therein as mandated lead arrangers and lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit1072.htm)[*](https://www.sec.gov/Archives/edgar/data/884887/000088488725000050/a2024q4exhibit1072.htm)] | | | | | | [removed: 8-K] | | | | | | [removed: 10.2] | | | | | | [removed: 10/17/2017] | | |

| [removed: 10.17] [added: 10.24] | | | | | | [Amendment No. [removed: 1 to] [added: 4 in connection with the Credit Agreement in respect of] Icon [removed: 1] [added: 3 -] Hull [removed: No. S-1400 Credit Agreement,] [added: 1402,] dated as of July [removed: 3, 2018,] [added: 21, 2022,] between Royal Caribbean Cruises Ltd., [removed: as] the [removed: Borrower, the Lenders from time to time] [added: lenders] party thereto, [added: and] KfW IPEX-Bank [removed: 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)] [added: GmbH.](https://www.sec.gov/Archives/edgar/data/884887/000088488722000028/a2022q2exhibit1014.htm)] | | | | | | 10-Q | | | | | | [removed: 10.11] [added: 10.14] | | | | | | [removed: 6/30/2018] [added: 6/30/2022] | | |

| [removed: 10.18] [added: 10.67] | | | | | | [Amendment No. [removed: 1 to Icon 2 Hull No. S-1401] [added: 7](https://www.sec.gov/Archives/edgar/data/884887/000088488724000130/a2024q2exhibit109.htm) [(Amended and Restated)](https://www.sec.gov/Archives/edgar/data/884887/000088488724000130/a2024q2exhibit109.htm) [in connection with the] Credit [removed: Agreement,] [added: Agreement in respect of “Icon 2” - Hull 1401,] dated as of [removed: July 3, 2018,] [added: June 11, 2024,] between [removed: Royal Caribbean Cruises Ltd., as] the [removed: Borrower, the Lenders from time to time party thereto,] [added: Company,] KfW IPEX-Bank [removed: GmbH,] [added: GmbH] as [removed: Hermes Agent, Facility Agent, Documentation Agent and Initial Mandated Lead Arranger] [added: facility agent] and [added: Hermes agent,] BNP Paribas Fortis SA/NV as Finnvera [removed: Agent](http://www.sec.gov/Archives/edgar/data/884887/000088488718000079/rcl-6302018xexhibit1012.htm)] [added: agent, and the banks and financial institutions listed therein as mandated lead arrangers and lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488724000130/a2024q2exhibit109.htm)] | | | | | | 10-Q | | | | | | [removed: 10.12] [added: 10.9] | | | | | | [removed: 6/30/2018] [added: 6/30/2024] | | |

| [removed: 10.19] [added: 10.15] | | | | | | [removed: [Icon 3 Hull] [added: [Amendment] No. [removed: 1402] [added: 3 in connection with the] Credit [removed: Agreement,] [added: Agreement in respect of Icon 3 - Hull 1402,] dated as of December [removed: 18, 2019,] [added: 22, 2021,] between Royal Caribbean Cruises Ltd., [removed: as] the [removed: Borrower,] [added: lenders party thereto, and] KfW IPEX-Bank [removed: 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)] [added: GmbH](https://www.sec.gov/Archives/edgar/data/0000884887/000110465921153981/tm2136245d1_ex10-15.htm)] | | | | | | 8-K | | | | | | [removed: 10.1] [added: 10.15] | | | | | | [removed: 12/20/2019] [added: 12/28/2021] | | |

| [removed: 10.21] [added: 10.28] | | | | | | [removed: [Third Amendment Agreement to a] [added: [Amendment No. 8 in connection with the] Credit [removed: Agreement, dated as] [added: Agreement in respect] of [removed: 13 November 2015 (as amended and restated from time to time) “Spectrum] [added: Odyssey] of the [removed: Seas”] [added: Seas] – [removed: ex] Hull [removed: No. S-700,] [added: S-713,] dated [removed: April 8, 2020,] [added: as of July 21, 2022,] between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, [removed: as Hermes agent, facility agent, initial mandated lead arrangers] and the [added: banks and financial institutions listed therein as] mandated lead [removed: arrangers](http://www.sec.gov/Archives/edgar/data/884887/000110465920045587/tm2015547d1_ex10-2.htm)] [added: arrangers.](https://www.sec.gov/Archives/edgar/data/884887/000088488722000028/a2022q2exhibit1021.htm)] | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | [removed: 10.2] [added: 10.21] | | | | | | [removed: 4/10/2020] [added: 6/30/2022] | | |

| [removed: 10.22] [added: 10.7] | | | | | | [removed: [Second Supplemental Agreement to a] [added: [Amendment Agreement](https://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-15.htm) [(Amended and](https://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-15.htm) [Restated)](https://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-15.htm) [in connection with the] Credit Agreement in respect of [removed: the financing of acquisition of m.v. Celebrity Apex (ex hull no. K34),] [added: “SYMPHONY OF THE SEAS” (ex. Hull B34),] dated as of [removed: April 29, 2020,] [added: February 17, 2021] between Royal Caribbean Cruises Ltd., Citibank N.A., London [removed: Bank,] [added: Branch] as global coordinator, [removed: Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch] [added: SMBC Bank International plc] as ECA agent, Citibank Europe [removed: PLC,] [added: plc,] UK [removed: Branch] [added: Branch,] as facility agent, the [added: banks and financial institutions listed therein as the] mandated lead arrangers and the [removed: other] [added: banks and financial institutions listed as] lenders party [removed: thereto](http://www.sec.gov/Archives/edgar/data/884887/000110465920056223/tm2018324d1_ex10-2.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/0000884887/000110465921026708/tm217504d1_ex10-15.htm)] | | | | | | 8-K | | | | | | [removed: 10.2] [added: 10.15] | | | | | | [removed: 5/4/2020] [added: 2/23/2021] | | |

| [removed: 10.23] [added: 10.16] | | | | | | [removed: [Fourth Supplemental] [added: [Amendment] Agreement [removed: to a] [added: in connection with the] Credit Agreement in respect of [removed: the financing of acquisition of m.v.] Symphony of the Seas [removed: (ex hull no. B34),] [added: - Hull B34,] dated as of [removed: April 29, 2020,] [added: December 22, 2021,] between Royal Caribbean Cruises Ltd., [added: the lenders party thereto,] Citibank [removed: N.A.,] [added: N.A.] London [removed: Branch as ECA agent,] [added: Branch,] Citibank Europe PLC, [removed: UK Branch as facility agent,] [added: and] the [added: banks and financial institutions listed therein as] mandated lead [removed: arrangers and the other lenders party thereto](http://www.sec.gov/Archives/edgar/data/884887/000110465920056223/tm2018324d1_ex10-3.htm)] [added: arrangers](https://www.sec.gov/Archives/edgar/data/0000884887/000110465921153981/tm2136245d1_ex10-17.htm)] | | | | | | 8-K | | | | | | [removed: 10.3] [added: 10.17] | | | | | | [removed: 5/4/2020] [added: 12/28/2021] | | |

| [removed: 10.24] [added: 10.5] | | | | | | [removed: [First] [added: F[irst] Supplemental Agreement relating to Hull No. [removed: L34] [added: C34] at Chantiers de l’Atlantique (previously known as STX France S.A.), dated as of March 12, 2020, by and among [removed: Houatorris] [added: Hibisyeu] Finance [removed: Limited,] [added: Limited as borrower,] Chantiers de [removed: L’Atlantique,] [added: L’Atlantique as seller,] the [removed: Company,] [added: Company as buyer,] Citibank Europe PLC, UK Branch as facility agent, Citicorp Trustee Company Limited as security trustee, Citibank N.A., London [removed: branch,] [added: branch as global coordinator,] HSBC [removed: France,] [added: France as French coordinating bank,] Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch [added: as ECA agent] and the banks and financial institutions [removed: party thereto](https://www.sec.gov/Archives/edgar/data/884887/000088488720000029/exhibit104.htm)] [added: listed thereto](https://www.sec.gov/Archives/edgar/data/884887/000088488720000029/exhibit106.htm)] | | | | | | 10-Q | | | | | | [removed: 10.4] [added: 10.6] | | | | | | 5/21/2020 | | |

| [removed: 10.25] [added: 10.11] | | | | | | [removed: [First] [added: [Fourth] Supplemental [removed: Agreement relating] [added: Agreement](https://www.sec.gov/Archives/edgar/data/884887/000088488721000028/a2021q3exhibit102.htm) [(Amended and Restated)](https://www.sec.gov/Archives/edgar/data/884887/000088488721000028/a2021q3exhibit102.htm) [relating] to [added: a secured credit facility agreement for] Hull No. [removed: M34] [added: L34] at Chantiers [removed: de] l’Atlantique [removed: (previously known as STX France S.A.),] [added: S.A.,] dated [removed: as of March] [added: July] 12, [removed: 2020, by and among] [added: 2021, between] Hoediscus Finance Limited, [removed: Chantiers de L’Atlantique as seller, the Company as buyer,] [added: Royal Caribbean Cruises Ltd.,] Citibank Europe PLC, UK [removed: Branch as facility agent,] [added: Branch,] Citicorp Trustee Company [removed: Limited as security trustee,] [added: Limited,] Citibank N.A., London [removed: branch as global coordinator,] [added: Branch,] HSBC [removed: France as French coordinating bank, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch as ECA agent] [added: Continental Europe, SMBC Bank International PLC, the mandated lead arrangers] and the banks and financial institutions [removed: listed thereto](https://www.sec.gov/Archives/edgar/data/884887/000088488720000029/exhibit105.htm)] [added: party thereto](https://www.sec.gov/Archives/edgar/data/884887/000088488721000028/a2021q3exhibit102.htm)] | | | | | | 10-Q | | | | | | [removed: 10.5] [added: 10.2] | | | | | | [removed: 5/21/2020] [added: 9/30/2021] | | |

| [removed: 10.26] [added: 10.13] | | | | | | [removed: F[irst] [added: [Fourth] Supplemental Agreement relating to Hull No. C34 at Chantiers de [removed: l’Atlantique (previously known as STX France S.A.),] [added: l’Atlantique,] dated [removed: as of March] [added: July] 12, [removed: 2020, by and among] [added: 2021, between] Hibisyeu Finance [removed: Limited as borrower, Chantiers de L’Atlantique as seller, the Company as buyer,] [added: Limited, Royal Caribbean Cruises Ltd.,] Citibank Europe PLC, UK [removed: Branch as facility agent,] [added: Branch,] Citicorp Trustee Company [removed: Limited as security trustee,] [added: Limited,] Citibank N.A., London [removed: branch as global coordinator,] [added: Branch,] HSBC [removed: France as French coordinating bank, Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch as ECA agent] [added: Continental Europe, SMBC Bank International PLC, the mandated lead arrangers] and the banks and financial institutions [removed: listed thereto](https://www.sec.gov/Archives/edgar/data/884887/000088488720000029/exhibit106.htm)] [added: party thereto](https://www.sec.gov/Archives/edgar/data/0000884887/000088488721000028/a2021q3exhibit104.htm)] | | | | | | 10-Q | | | | | | [removed: 10.6] [added: 10.4] | | | | | | [removed: 5/21/2020] [added: 9/30/2021] | | |

| [removed: 10.29] [added: 10.30] | | | | | | [removed: [Third Amendment Agreement to a] [added: [Amendment No. 9 in connection with the] Credit Agreement [removed: 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 [removed: 30 April 2020,] [added: as of June 30, 2023,] between the Company, [removed: the lenders party thereto,] KfW IPEX-Bank [removed: GmbH,] [added: GmbH] as [removed: Hermes agent,] facility [added: agent and Hermes] agent, [removed: initial] [added: the banks and financial institutions listed therein as] mandated lead arrangers and the [removed: mandated lead arrangers.](http://www.sec.gov/Archives/edgar/data/884887/000088488720000037/a2020q2exhibit1015.htm)] [added: banks and financial institutions listed therein as lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488723000044/a2023q2exhibit104.htm)] | | | | | | 10-Q | | | | | | [removed: 10.15] [added: 10.4] | | | | | | [removed: 8/10/2020] [added: 6/30/2023] | | |

| [removed: 10.32] [added: 10.69] | | | | | | [removed: [Supplemental] [added: [Amendment] Agreement in [removed: relation to certain amendments in] connection with the [removed: Silversea negative covenants and the exercise of the Buyer's Stretch Option] [added: Credit Agreement] in respect of [removed: Edge 4 (ex. hull no. M34),] [added: Hull No. A35] dated [removed: August 29, 2020, by and among] [added: as of May 31, 2024, between] the Company, [removed: Hoediscus] [added: Palmeraie] Finance Limited, Citibank Europe [removed: Plc,] [added: PLC,] UK Branch, [removed: Citibank N.A., London Branch,] Citicorp Trustee Company Limited, [removed: HSBC France] [added: Citibank N.A., London Branch,] and [removed: Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch](https://www.sec.gov/Archives/edgar/data/884887/000088488720000049/a2020q3exhibit1011.htm)] [added: HSBC Continental Europe.](https://www.sec.gov/Archives/edgar/data/884887/000088488724000130/a2024q2exhibit1011.htm)] | | | | | | 10-Q | | | | | | 10.11 | | | | | | [removed: 11/4/2020] [added: 6/30/2024] | | |

| [removed: 10.33] [added: 10.70] | | | | | | [removed: [Supplemental] [added: [Amendment] Agreement in [removed: relation to certain amendments in] connection with [removed: Silversea Cruise Holding Ltd.] [added: the Credit Agreement] in respect of [removed: Oasis 5 (ex. hull no. C34),] [added: Hull No. A35] dated [removed: August 29, 2020, among] [added: as of May 31, 2024, between] the Company, [removed: Hibisyeu] [added: Palmeraie] Finance Limited, Citibank Europe [removed: Plc,] [added: PLC,] UK Branch, Citicorp Trustee Company Limited, Citibank N.A., London [removed: Branch and] [added: Branch,] HSBC [removed: France](http://www.sec.gov/Archives/edgar/data/884887/000088488720000049/a2020q3exhibit1012.htm)] [added: Continental Europe, and the banks and financial institutions listed therein as upsize lenders.](https://www.sec.gov/Archives/edgar/data/884887/000088488724000130/a2024q2exhibit1012.htm)] | | | | | | 10-Q | | | | | | 10.12 | | | | | | [removed: 11/4/2020] [added: 6/30/2024] | | |

| [removed: 10.34] [added: 10.32] | | | | | | [removed: [Supplemental] [added: [Amendment] Agreement in [removed: relation to certain amendments in] connection with [removed: Silversea Cruise Holding Ltd.] [added: the Credit Agreement] in respect of [removed: Oasis 6 (ex. hull no. A35),] [added: Hull No. A35] dated [removed: August 29, 2020, among] [added: as of June 30, 2023, between] the Company, Palmeraie Finance Limited, Citibank Europe [removed: Plc,] [added: PLC] UK Branch, Citicorp Trustee Company Limited, Citibank [removed: N.A.,] [added: N.A.] London [removed: Branch and] [added: Branch,] HSBC [removed: France](http://www.sec.gov/Archives/edgar/data/884887/000088488720000049/a2020q3exhibit1013.htm)] [added: 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 | | | | | | [removed: 10.13] [added: 10.7] | | | | | | [removed: 11/4/2020] [added: 6/30/2023] | | |

| [removed: 10.35] [added: 10.22] | | | | | | [removed: [Fourth Supplemental] [added: [Amendment] Agreement [removed: relating to a credit agreement] in [removed: respect of the financing of] [added: connection with] the [removed: acquisition] [added: Credit Agreement in respect] of [removed: mv. Celebrity Apex (ex hull no. K34),] [added: Hull L34,] dated as of [removed: October 30, 2020,] [added: July 21, 2022,] between Royal Caribbean Cruises [removed: Limited,] [added: Ltd., the lenders party thereto,] Citibank [removed: N.A.,] [added: Europe PLC UK Branch, Citibank N.A.] London Branch, SMBC Bank International PLC, [removed: Citibank Europe PLC, UK Branch, the mandated lead arrangers] and the [added: other] banks and financial institutions [removed: party thereto as lenders](http://www.sec.gov/Archives/edgar/data/884887/000088488721000006/a2020q4exhibit1069.htm)] [added: listed therein.](https://www.sec.gov/Archives/edgar/data/884887/000088488722000028/a2022q2exhibit1010.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | [removed: 10.69] [added: 10.10] | | | | | | [removed: 12/31/2020] [added: 6/30/2022] | | |