Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Note Concerning Forward-Looking Statements

The discussion under this caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Quarterly Report on Form 10-Q includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding our expectations for future periods, business and industry prospects or future results of operations or financial position, made in this Quarterly Report on Form 10-Q are forward-looking. Words such as "anticipate," "believe," "considering," "could," "driving," "estimate," "expect," "goal," "intend," "may," "plan," "project," "seek," "should," "will," "would," and similar expressions are intended to further identify any of these forward-looking statements. Forward-looking statements reflect management's current expectations, but they are based on judgments and are inherently uncertain. Furthermore, they are subject to risks, uncertainties and other factors that could cause our actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking statements. Examples of these risks, uncertainties and other factors include, but are not limited to, those discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and, in particular, the risks discussed under the caption "Risk Factors" in Part I, Item 1A therein.

All forward-looking statements made in this Quarterly Report on Form 10-Q speak only as of the date of this filing. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

The discussion and analysis of our financial condition and results of operations is organized to present the following:

• a review of our financial presentation, including discussion of certain operational and financial metrics we utilize to assist us in managing our business;

• a discussion of our results of operations for the quarter ended March 31, 2026, compared to the same period in 2025; and

• a discussion of our liquidity and capital resources, including our future capital and material cash requirements and potential funding sources.

Critical Accounting Policies and Estimates

For a discussion of our critical accounting policies and estimates, refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations within our Annual Report on Form 10-K for the year ended December 31, 2025.

Seasonality

Our revenues are seasonal based on demand for cruises. Demand has historically been strongest for cruises during the Northern Hemisphere’s summer months and holidays. In order to mitigate the impact of the winter weather in the Northern Hemisphere and to capitalize on the summer season in the Southern Hemisphere, our brands have historically focused on deployment to the Caribbean, Asia and Australia during that period.

Financial Presentation

Description of Certain Line Items

Revenues

Our revenues are comprised of the following:

• Passenger ticket revenues, which consist of revenue recognized from the sale of passenger tickets and the sale of air transportation to and from our ships; and

• Onboard and other revenues, which consist primarily of revenues from the sale of goods and/or services onboard our ships not included in passenger ticket prices, casino operations, cancellation fees, sales of vacation protection insurance, pre- and post-cruise tours and fees for operating certain port facilities. Onboard and other revenues also include revenues we receive from independent third-party concessionaires that pay us a percentage of their revenues in exchange for the right to provide selected goods and/or services onboard our ships, as well as revenues received for procurement and management related services we perform on behalf of our unconsolidated affiliates.

Cruise Operating Expenses

Our cruise operating expenses are comprised of the following:

• Commissions, transportation and other expenses, which consist of those costs directly associated with passenger ticket revenues, including travel advisor commissions, air and other transportation expenses, port costs that vary with passenger head counts and related credit card fees;

• Onboard and other expenses, which consist of the direct costs associated with onboard and other revenues, including the costs of products sold onboard our ships, vacation protection insurance premiums, costs associated with pre- and post-cruise tours and related credit card fees, as well as the minimal costs associated with concession revenues, as the costs are mostly incurred by third-party concessionaires, and costs incurred for the procurement and management related services we perform on behalf of our unconsolidated affiliates;

• Payroll and related expenses, which consist of costs for shipboard personnel (costs associated with our shoreside personnel are included in Marketing, selling and administrative expenses);

*•*Food expenses, which include food costs for both guests and crew;

*•*Fuel expenses, which include fuel and related delivery, storage and emission consumable costs and the financial impact of fuel swap agreements; and

• Other operating expenses, which consist primarily of operating costs such as repairs and maintenance, port costs that do not vary with passenger head counts, vessel related insurance, entertainment and gains and/or losses related to the sale of our ships, if any.

We do not allocate payroll and related expenses, food expenses, fuel expenses or other operating expenses to the expense categories attributable to passenger ticket revenues or onboard and other revenues since they are incurred to provide the total cruise vacation experience.

Selected Operational and Financial Metrics

We utilize a variety of operational and financial metrics which are defined below to evaluate our performance and financial condition. As discussed in more detail herein, certain of these metrics are non-GAAP financial measures. These non-GAAP financial measures are provided along with the related GAAP financial measures as we believe they provide useful information to investors as a supplement to our consolidated financial statements, which are prepared and presented in accordance with GAAP. The presentation of non-GAAP financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

Adjusted Earnings per Share ("Adjusted EPS") is a non-GAAP measure that represents Adjusted Net Income attributable to Royal Caribbean Cruises Ltd. (as defined below) divided by weighted average shares outstanding or by diluted weighted average shares outstanding, as applicable. We believe that this non-GAAP measure is meaningful when assessing our performance on a comparative basis.

Adjusted EBITDA is a non-GAAP measure that represents EBITDA (as defined below) excluding certain items that we believe adjusting for is meaningful when assessing our profitability on a comparative basis. For the periods presented, these items included (i) other income; and (ii) restructuring charges and other initiative expenses. A reconciliation of Net Income attributable to Royal Caribbean Cruises Ltd. to Adjusted EBITDA is provided below under Results of Operations.

Adjusted EBITDA Margin is a non-GAAP measure that represents Adjusted EBITDA (as defined above) divided by total revenues.

Adjusted Gross Margin represents Gross Margin, adjusted for payroll and related, food, fuel, other operating, and depreciation and amortization expenses. Gross Margin is calculated pursuant to GAAP as total revenues less total cruise operating expenses, and depreciation and amortization.

Adjusted Net Income attributable to Royal Caribbean Cruises Ltd. is a non-GAAP measure that represents Net Income attributable to Royal Caribbean Cruises Ltd., excluding certain items that we believe adjusting for is meaningful when assessing our performance on a comparative basis. For the periods presented, these items included (i) loss on extinguishment of debt and inducement expense; (ii) restructuring charges and other initiatives expenses; and (iii) the amortization of the Silversea intangible assets resulting from the Silversea acquisition. A reconciliation of Net Income attributable to Royal Caribbean Cruises Ltd. to Adjusted Net Income attributable to Royal Caribbean Cruises Ltd. is provided below under Results of Operations.

Available Passenger Cruise Days (“APCD”) is our measurement of capacity and represents double occupancy per cabin multiplied by the number of cruise days for the period, which excludes canceled cruise days and cabins not available for sale. We use this measure to perform capacity and rate analysis to identify our main non-capacity drivers that cause our cruise revenue and expenses to vary.

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. We calculate "Constant Currency" by applying the average of the prior 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.

EBITDA is a non-GAAP measure that represents Net Income attributable to Royal Caribbean Cruises Ltd. excluding (i) interest income; (ii) interest expense, net of interest capitalized; (iii) depreciation and amortization expenses; and (iv) provision for income taxes. We believe that this non-GAAP measure is meaningful when assessing our operating performance on a comparative basis. A reconciliation of Net Income attributable to Royal Caribbean Cruises Ltd. to EBITDA is provided below under Results of Operations.

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

Gross Margin Yield represent Gross Margin per APCD.

Net Cruise Costs and Net C**ruise Costs excluding Fuel are non-GAAP measures that represent Gross Cruise Costs excluding commissions, transportation and other expenses, and onboard and other expenses and, in the case of Net Cruise Costs excluding Fuel, fuel expenses (each of which is described above under the Description of Certain Line Items heading). In measuring our ability to control costs in a manner that positively impacts net income, we believe changes in Net Cruise Costs and Net Cruise Costs excluding Fuel to be the most relevant indicators of our cost performance. A reconciliation of Gross Cruise Costs to Net Cruise Costs and Net Cruise Costs excluding Fuel is provided below under Results of Operations. For the periods presented, Net Cruise Costs and Net Cruise Costs excluding Fuel excludes restructuring charges and other initiative expenses.

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

Occupancy ("Load factor"), in accordance with cruise vacation industry practice, is calculated by dividing Passenger Cruise Days (as defined below) by APCD. A percentage in excess of 100% indicates that three or more passengers occupied some cabins.

Passenger Cruise 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 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. We believe these non-GAAP measures provide expanded insight to measure revenue and cost performance in addition to the standard GAAP based financial measures. There are no specific rules or regulations for determining non-GAAP measures, and as such, they may not be comparable to other companies within the industry.

Results of Operations

Summary

Net Income attributable to Royal Caribbean Cruises Ltd. and Adjusted Net Income attributable to Royal Caribbean Cruises Ltd. for the first quarter of 2026 was $941 million and $975 million, respectively, compared to Net Income attributable to Royal Caribbean Cruises Ltd. and Adjusted Net Income attributable to Royal Caribbean Cruises Ltd. of $730 million and $744 million, respectively, for the first quarter of 2025.

Significant items for the quarter ended March 31, 2026 include:

• Total revenues increased $453 million for the quarter ended March 31, 2026 as compared to the same period in 2025. The increase was primarily due to an increase in capacity and yield growth as a result of higher pricing in 2026 compared to the same period in 2025.

• Total cruise operating expenses increased $168 million for the quarter ended March 31, 2026 as compared to the same period in 2025. The increase was primarily due to an increase in capacity in 2026 compared to the same period in 2025.

• In February 2026, we issued $1.25 billion of senior notes due in 2033 and $1.25 billion of senior notes due in 2038 for net proceeds of approximately $2.5 billion.

For further information regarding the debt transactions discussed above, refer to Note 6. Debt to our consolidated financial statements under Item 1. Financial Statements.

Operating results for the quarter ended March 31, 2026 compared to the same period in 2025 are shown in the following table (in millions, except per share data):

			Quarter Ended March 31,
			2026												2025
									% of Total Revenues												% of Total Revenues
Passenger ticket revenues			$	3,021					67.9		%				$	2,744					68.6		%
Onboard and other revenues			1,431						32.1		%				1,255						31.4		%
Total revenues			4,452						100.0		%				3,999						100.0		%
Cruise operating expenses:
Commissions, transportation and other			564						12.7		%				522						13.1		%
Onboard and other			212						4.8		%				200						5.0		%
Payroll and related			400						9.0		%				340						8.5		%
Food			264						5.9		%				239						6.0		%
Fuel			265						6.0		%				277						6.9		%
Other operating			542						12.2		%				500						12.5		%
Total cruise operating expenses			2,247						50.5		%				2,079						52.0		%
Marketing, selling and administrative expenses			582						13.1		%				562						14.1		%
Depreciation and amortization expenses			461						10.4		%				412						10.3		%
Operating Income			1,162						26.1		%				945						23.6		%
Other income (expense):
Interest income			5						0.1		%				2						0.1		%
Interest expense, net of interest capitalized			(278)						(6.2)		%				(249)						(6.2)		%
Equity investment income			84						1.9		%				48						1.2		%
Other income			2						—		%				5						0.1		%
Income before income taxes			976						21.9		%				751						18.8		%
Provision for income taxes			(26)						(0.6)		%				(16)						(0.4)		%
Net Income			950						21.3		%				736						18.4		%
Less: Net Income attributable to noncontrolling interest			8						0.2		%				6						0.2		%
Net Income attributable to Royal Caribbean Cruises Ltd.			$	941					21.1		%				$	730					18.3		%

Adjusted Net Income attributable to Royal Caribbean Cruises Ltd., and Adjusted Earnings per Share are calculated as follows (in millions, except per share data. Certain amounts may not add or calculate due to the use of rounded numbers):

			Quarter Ended March 31,
			2026						2025
Net Income attributable to Royal Caribbean Cruises Ltd.			$	941					$	730
Loss on extinguishment of debt and inducement expense (1)			29						10
Restructuring charges and other initiative expenses (2)			3						2
Amortization of Silversea intangible assets resulting from the Silversea acquisition (3)			2						2
Adjusted Net Income attributable to Royal Caribbean Cruises Ltd.			$	975					$	744
Basic
Earnings per Share			$	3.49					$	2.71
Adjusted Earnings per Share			$	3.61					$	2.77
Diluted:
Earnings per Share (4)			$	3.48					$	2.70
Adjusted Earnings per Share (5)			$	3.60					$	2.71
Weighted-Average Shares Outstanding:
Basic			270						269
Diluted			271						276

(1)For 2026, includes the loss on extinguishment of debt associated with redemptions of the senior notes maturing in 2026. Refer to Note 6. Debt to our consolidated financial statements under Item 1. Financial Statements for further information. For 2025, includes $10 million of inducement expense related to the settlements of the 2025 6.00% convertible notes. These amounts are included in Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss).

(2)These amounts are included in Marketing, selling and administrative expenses within our consolidated statements of comprehensive income (loss).

(3)Represents the amortization of the Silversea intangible assets resulting from the 2018 Silversea acquisition.

(4)For 2025, Diluted EPS includes the add-back of dilutive inducement and interest expense related to our convertible notes of $15 million for the quarter ended March 31, 2025. Refer to Note 4*. Earnings Per Share* to our consolidated financial statements under Item 1. Financial Statements for further information.

(5)For 2025, Adjusted Diluted EPS includes the add-back of dilutive interest expense related to our convertible notes of $5 million for the quarter ended March 31, 2025.

Selected statistical information is shown in the following table:

			Quarter Ended March 31,
			2026						2025
Passengers Carried			2,509,672						2,241,673
Passenger Cruise Days			14,873,199						13,768,332
APCD			13,702,703						12,657,992
Occupancy			108.5		%				108.8		%

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are calculated as follows (in millions, except APCD and per APCD data. Certain amounts may not add or calculate due to the use of rounded numbers):

			Quarter Ended March 31,
			2026						2025
Net Income attributable to Royal Caribbean Cruises Ltd.			$	941					$	730
Interest income			(5)						(2)
Interest expense, net of interest capitalized			278						249
Depreciation and amortization expenses			461						412
Provision for income taxes			26						16
EBITDA			1,701						1,405
Other income			(2)						(5)
Restructuring charges and other initiative expenses (1)			3						2
Adjusted EBITDA			$	1,702					$	1,402
Total revenues			$	4,452					$	3,999
APCD			13,702,703						12,657,992
Net Income attributable to Royal Caribbean Cruises Ltd. per APCD			$	68.71					$	57.66
Adjusted EBITDA per APCD			$	124.21					$	110.73
Adjusted EBITDA Margin			38.2		%				35.1		%

(1)These amounts are included in Marketing, selling and administrative expenses within our consolidated statements of comprehensive income (loss).

Gross Margin Yields and Net Yields are calculated as follows (in millions, except APCD and Yields. Certain amounts may not add or calculate due to the use of rounded numbers):

			Quarter Ended March 31,
			2026						2025
Total revenues			$	4,452					$	3,999
Less:
Cruise operating expenses			2,247						2,079
Depreciation and amortization expenses			461						412
Gross Margin			1,744						1,508
Add:
Payroll and related			400						340
Food			264						239
Fuel			265						277
Other operating			542						500
Depreciation and amortization expenses			461						412
Adjusted Gross Margin			$	3,675					$	3,276
APCD			13,702,703						12,657,992
Gross Margin Yields			$	127.29					$	119.09
Net Yields			$	268.23					$	258.83

Gross Cruise Costs, Net Cruise Costs and Net Cruise Costs excluding Fuel are calculated as follows (in millions, except APCD and costs per APCD. Certain amounts may not add or calculate due to the use of rounded numbers):

			Quarter Ended March 31,
			2026						2025
Total cruise operating expenses			$	2,247					$	2,079
Marketing, selling and administrative expenses			582						562
Gross Cruise Costs			2,830						2,641
Less:
Commissions, transportation and other			564						522
Onboard and other			212						200
Net Cruise Costs including other costs			2,053						1,919
Less:
Restructuring charges and other initiatives expenses (1)			3						2
Net Cruise Costs			2,050						1,917
Less:
Fuel			265						277
Net Cruise Costs excluding Fuel			$	1,786					$	1,640
APCD			13,702,703						12,657,992
Gross Cruise Costs per APCD			$	206.51					$	208.68
Net Cruise Costs per APCD			$	149.63					$	151.44
Net Cruise Costs excluding Fuel per APCD			$	130.32					$	129.54

(1)These amounts are included in Marketing, selling and administrative expenses within our consolidated statements of comprehensive income (loss).

Quarter Ended March 31, 2026 Compared to Quarter Ended March 31, 2025

In this section, references to 2026 refer to the quarter ended March 31, 2026 and references to 2025 refer to the quarter ended March 31, 2025.

Revenues

Total revenues increased $0.5 billion, or 11.3%, to $4.5 billion in 2026 from $4 billion in 2025.

Passenger ticket revenues comprised 68% of our 2026 total revenues. Passenger ticket revenues increased by $277 million, or 10.1% to $3 billion in 2026 from $2.7 billion in 2025. The increase was primarily due to:

• $226 million driven by 8.3% capacity growth as a result of the addition of Star of the Seas and Celebrity Xcel as well as existing hardware compared to the same period in 2025; and

• $51 million driven by yield growth as a result of higher pricing compared to the same period in 2025.

The remaining 32% of 2026 total revenues was comprised of Onboard and other revenues, which increased $176 million, or 14% to $1.4 billion in 2026 from $1.3 billion in 2025. The increase was primarily due to:

• $104 million driven by 8.3% capacity growth as a result of the addition of Star of the Seas and Celebrity Xcel compared to the same period in 2025; and

• $72 million driven by yield growth as a result of higher onboard spending on a per passenger basis in 2026 compared to the same period in 2025.

Cruise Operating Expenses

Total Cruise operating expenses increased by $168 million, or 8.1%, to $2.2 billion in 2026 from $2.1 billion in 2025. The increase was primarily due to the capacity growth which increased cruise operating expenses in 2026 compared to the same period in 2025.

Other comprehensive income

Other comprehensive income for 2026 increased by $113 million, or 105.6%, to $220 million in 2026 from $106.8 million in 2025. The increase was primarily due to Gain on cash flow derivative hedges of $221 million in 2026 compared to $128 million in 2025, mostly as a result of a significant increase in the fair value of our fuel swaps in 2026 compared to 2025, partially offset by a significant decrease in the fair value of our FX forward swaps in 2026 compared to 2025.

Future Application of Accounting Standards

Refer to Note 2*. Summary of Significant Accounting Policies* to our consolidated financial statements under Item 1. Financial Statements.

Liquidity and Capital Resources

Sources and Uses of Cash

Cash flow generated from operations provides us with a significant source of liquidity. Net cash provided by operating activities was $1.8 billion for the three months ended March 31, 2026, compared to $1.6 billion in 2025.

Net cash used in investing activities increased by $89 million to $0.5 billion for the three months ended March 31, 2026, compared to $0.4 billion in 2025. The change of $89 million was primarily attributable to increased capital expenditures in 2026 compared to 2025.

Net cash used in financing activities increased by $0.4 billion to $1.6 billion for three months ended March 31, 2026, compared to $1.2 billion in 2025. The change of $0.4 billion was primarily attributable to an increase in debt proceeds of $2.3 billion related to the issuance of senior notes, offset by repayment of debt of $1.9 billion in 2026 compared to the same period in 2025. Additionally, an increase of $0.6 billion in repurchase of common stock in 2026 part of the previously authorized share repurchase program compared to the same period in 2025, an increase of $0.1 billion on dividend payments, and an increase of $0.1 billion related to payments of withholding tax on stock awards in 2026 compared to the same period in 2025.

Future Capital Commitments

Capital Expenditures

Our future capital commitments consist primarily of new ship orders. As of March 31, 2026, the dates that the ships on order by our Global and Partner Brands are expected to be delivered, and their approximate berths are as follows:

Ship						Shipyard						Expected Delivery Dates						Approximate Berths
Royal Caribbean
Oasis-class:
Unnamed						Chantiers de l'Atlantique						2nd Quarter 2028						5,700
Icon-class:
Legend of the Seas						Meyer Turku Oy						2nd Quarter 2026						5,600
Hero of the Seas						Meyer Turku Oy						3rd Quarter 2027						5,600
Unnamed						Meyer Turku Oy						2nd Quarter 2028						5,600
Discovery-class:
Unnamed						Chantiers de l'Atlantique						4th Quarter 2029						4,300
Unnamed						Chantiers de l'Atlantique						2nd Quarter 2032						4,300
Celebrity Cruises
Edge-Class:
Celebrity Xcite						Chantiers de l'Atlantique						4th Quarter 2028						3,250
Celebrity River Cruises:
Celebrity Compass						TeamCo Shipyard						2nd Quarter 2027						170
Celebrity Seeker						TeamCo Shipyard						3rd Quarter 2027						170
Unnamed						TeamCo Shipyard						1st Quarter 2028						170
Unnamed						TeamCo Shipyard						2nd Quarter 2028						170
Mein Schiff
Mein Schiff Flow						Fincantieri						2nd Quarter 2026						4,100
Unnamed						Fincantieri						1st Quarter 2031						4,100
Unnamed						Fincantieri						4th Quarter 2032						4,100
Total Berths																		47,330

Our future capital commitments consist primarily of new ship orders. As of March 31, 2026, the aggregate expected cost of our ships on order presented in the table above, excluding any ships on order by our Partner Brands, was approximately $16.2 billion, of which we had deposited $1.3 billion. Approximately 52.9% of the aggregate cost was exposed to fluctuations in the Euro exchange rate at March 31, 2026. Refer to Note 8*. Commitments and Contingencies* and Note 11. Fair Value Measurements and Derivative Instruments to our consolidated financial statements under Item 1. Financial Statements for further information.

As of March 31, 2026, we anticipate overall full year capital expenditures, based on our existing ships on order, will be approximately $5 billion for 2026 . This amount does not include any ships on order by our Partner Brands.

Material Cash Requirements

As of March 31, 2026, our material cash requirements were as follows (in millions):

			Remainder of
			2026						2027						2028						2029						2030						Thereafter						Total
Operating Activities:
Interest on debt (1)			$	659					$	956					$	787					$	698					$	660					$	2,398					$	6,158
Other (2)			299						200						105						89						79						850						1,622
Investing Activities:
Ship purchase obligations (3)			2,326						2,159						4,591						1,761						158						1,682						12,677
Total			$	3,284					$	3,315					$	5,483					$	2,548					$	897					$	4,930					$	20,457

(1)Long-term debt obligations mature at various dates through fiscal year 2042 and bear interest at fixed and variable rates. Interest on variable-rate debt is calculated based on forecasted debt balances, including the impact of interest rate swap agreements, using the applicable rate at March 31, 2026. Debt denominated in other currencies is calculated based on the applicable exchange rate at March 31, 2026.

(2)Amounts primarily represent future commitments with remaining terms in excess of one year to pay for our usage of certain port facilities, marine consumables, services and maintenance contracts.

(3)Amounts are based on contractual installment and delivery dates for our ships on order. Included in these figures are $10.8 billion in final contractual installments, which have committed financing covering approximately 80% of the cost of the ships on order for our Global Brands, all of which include sovereign financing guarantees, excluding ships on order for Celebrity River Cruises. Amounts do not include potential obligations which remain subject to cancellation at our sole discretion or any agreements entered for ships on order that remain contingent upon completion of conditions precedent.

Refer to Note 6. Debt to our consolidated financial statements under Item 1. Financial Statements for maturities related to debt.

Refer to Note 7. Leases to our consolidated financial statements under Item 1. Financial Statements for maturities related to lease liabilities.

Refer to Funding Needs and Sources below for discussion on the planned funding of the above material cash requirements.

As a normal part of our business, depending on market conditions, pricing and our overall growth strategy, we continuously consider opportunities to enter into contracts for the building of additional ships. We may also consider the sale of ships or the purchase of existing ships. We continuously consider potential acquisitions and strategic alliances. If any of these were to occur, they would be financed through the incurrence of additional indebtedness, the issuance of additional shares of equity securities or through cash flows from operations.

Off-Balance Sheet Arrangements

Refer to Note 5. Investments and Other Assets to our consolidated financial statements under Item 1. Financial Statements for ownership restrictions related to TUI Cruises.

Refer to Note 6. Debt to our consolidated financial statements under Item 1. Financial Statements for export credit agency guarantees.

Refer to Note 8*. Commitments and Contingencies* to our consolidated financial statements under Item 1. Financial Statements for other agreements.

As of March 31, 2026, other than the items described above, we are not party to any other off-balance sheet arrangements, including guarantee contracts, retained or contingent interest, certain derivative instruments and variable interest entities, that either have, or are reasonably likely to have, a current or future material effect on our financial position.

Funding Needs and Sources

We have significant contractual obligations of which our debt service obligations and the capital expenditures associated with our ship purchases represent our largest funding needs. As of March 31, 2026, we had approximately $14.0 billion of committed financing for our ships on order, which excludes ships on order for Celebrity River Cruises. As of March 31, 2026, our obligations due through March 31, 2027 primarily consisted of $1.4 billion related to debt maturities, $1.0 billion related to interest on debt and $2.4 billion related to progress payments on our ship orders, including the final installments payable due upon the delivery of Legend of the Seas given the expected delivery date in 2026. We have historically relied on a combination of cash flows provided by operations, draw-downs under our available credit facilities, the incurrence of additional debt and/or the refinancing of our existing debt and the issuance of additional shares of equity securities to fund our obligations.

As of March 31, 2026, we had liquidity of $6.9 billion, including cash and cash equivalents of $0.5 billion, and $6.4 billion of undrawn revolving credit facility capacity.

We may be obligated to prepay indebtedness outstanding under our credit facilities if any person acquires ownership of more than 50% of our common stock or, subject to certain exceptions, during any 24-month period, a majority of our Board is made up of persons who were not (i) members of the Board on the first day of such period, (ii) nominated by persons who were members of the Board on the first day of such period, or (iii) nominated by directors who themselves were nominated under clauses (i) or (ii) above. If prepayment is triggered, we may be unable to replace our credit facilities on similar terms. Our public debt securities also contain change of control provisions that would be triggered by a third-party acquisition of greater than 50% of our common stock coupled with a ratings downgrade. If this were to occur, it would have an adverse impact on our liquidity and operations.

Based on our assumptions and estimates and our financial condition, we believe that we have sufficient financial resources to fund our obligations for at least the next twelve months from the issuance of these financial statements. However, there is no assurance that our assumptions and estimates are accurate as there is inherent uncertainty in our ability to predict future liquidity requirements.

Debt Covenants

Our export credit facilities and our non-export credit facilities, and certain of our credit card processing agreements contain covenants that require us, among other things, to maintain a fixed charge coverage ratio, and limit our net debt-to-capital ratio. As of March 31, 2026, we were in compliance with our financial covenants and we estimate that we will be in compliance for at least the next twelve months.

Dividends

The declaration of dividends shall at all times be subject to the final determination of our Board that a dividend is prudent at that time in consideration of the needs of the business. During the quarter ended March 31, 2026, our Board declared a dividend of $1.50 per share, which was paid in April 2026.