Royal Caribbean Cruises 10-Q 2026-06-30

Filed 2026-07-28. 8 sections, 199K characters. Original on sec.gov · Markdown · JSON

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-11884

ROYAL CARIBBEAN CRUISES LTD.

(Exact name of registrant as specified in its charter)

Republic of Liberia98-0081645
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

1050 Caribbean Way, Miami, Florida 33132

(Address of principal executive offices) (zip code)

(305) 539-6000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareRCLNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒Accelerated filer ☐Non-accelerated filer ☐Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 267,452,084 shares of common stock outstanding as of July 24, 2026.

ROYAL CARIBBEAN CRUISES LTD.

TABLE OF CONTENTS

Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations20
Item 3. Quantitative and Qualitative Disclosures About Market Risk37
Item 4. Controls and Procedures37
PART II. OTHER INFORMATION
Item 1. Legal Proceedings38
Item 1A. Risk Factors38
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds39
Item 5. Other Information39
Item 6. Exhibits40
SIGNATURES41

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ROYAL CARIBBEAN CRUISES LTD.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited; in millions, except per share data)
Quarter Ended June 30,
20262025
Passenger ticket revenues$3,344$3,199
Onboard and other revenues1,4881,339
Total revenues4,8324,538
Cruise operating expenses:
Commissions, transportation and other622606
Onboard and other288262
Payroll and related405329
Food262246
Fuel355279
Other operating615561
Total cruise operating expenses2,5472,283
Marketing, selling and administrative expenses513508
Depreciation and amortization expenses464417
Operating Income1,3071,329
Other income (expense):
Interest income512
Interest expense, net of interest capitalized(236)(228)
Equity investment income67107
Other income711
Income before income taxes1,1501,232
Provision for income taxes(14)(17)
Net Income1,1361,214
Less: Net Income attributable to noncontrolling interest85
Net Income attributable to Royal Caribbean Cruises Ltd.$1,128$1,210
Earnings per Share:
Basic$4.21$4.45
Diluted$4.20$4.41
Weighted-Average Shares Outstanding:
Basic268272
Diluted268275
Comprehensive Income (Loss)
Net Income$1,136$1,214
Other comprehensive income (loss):
Foreign currency translation adjustments—(9)
Change in defined benefit plans64
(Loss) gain on cash flow derivative hedges(137)181
Total other comprehensive (loss) income(131)176
Comprehensive Income1,0051,391
Less: Comprehensive Income attributable to noncontrolling interest85
Comprehensive Income attributable to Royal Caribbean Cruises Ltd.$997$1,386

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

ROYAL CARIBBEAN CRUISES LTD.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited; in millions, except per share data)
Six Months Ended June 30,
20262025
Passenger ticket revenues$6,365$5,942
Onboard and other revenues2,9192,595
Total revenues9,2848,537
Cruise operating expenses:
Commissions, transportation and other1,1861,128
Onboard and other501463
Payroll and related806669
Food526486
Fuel619557
Other operating1,1571,061
Total cruise operating expenses4,7954,362
Marketing, selling and administrative expenses1,0951,071
Depreciation and amortization expenses925829
Operating Income2,4692,275
Other income (expense):
Interest income1015
Interest expense, net of interest capitalized(514)(477)
Equity investment income151155
Other income915
Income before income taxes2,1261,983

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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 and six months ended June 30, 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; (ii) restructuring charges and other initiative expenses; and (iii) equity investment impairment, (recovery) of losses and other. 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 initiative expenses; (iii) the amortization of the Silversea intangible assets resulting from the Silversea acquisition; (iv) gain on sale of noncontrolling interest; and (v) equity investment impairment, recovery of losses, and other. 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 second quarter of 2026 was $1.1 billion, respectively, compared to Net Income attributable to Royal Caribbean Cruises Ltd. and Adjusted Net Income attributable to Royal Caribbean Cruises Ltd. of $1.2 billion, respectively, for the second quarter of 2025.

Net Income attributable to Royal Caribbean Cruises Ltd. and Adjusted Net Income attributable to Royal Caribbean Cruises Ltd. for the six months ended June 30, 2026 was $2.1 billion, respectively, compared to Net Income attributable to Royal Caribbean Cruises Ltd. and Adjusted Net Income attributable to Royal Caribbean Cruises Ltd. of $1.9 billion, respectively, for the six months ended June 30, 2025.

Significant items for the quarter and six months ended June 30, 2026 include:

  • Total revenues increased $294 million and $747 million for the quarter and six months ended June 30, 2026 as compared to the same period in 2025. The increase was primarily due to an increase in capacity and higher pricing in 2026 compared to the same period in 2025.

  • Total cruise operating expenses increased $264 million and $433 million for the quarter and six months ended June 30, 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.

  • In June 2026, we took delivery of Legend of the Seas.

  • In June 2026, TUI Cruises, our 50% joint venture, took delivery of Mein Schiff Flow.

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 quarters and six months ended June 30, 2026 compared to the same period in 2025 are shown in the following tables (in millions, except per share data):

Quarter Ended June 30,
20262025
% of Total Revenues% of Total Revenues
Passenger ticket revenues$3,34469.2%$3,19970.5%
Onboard and other revenues1,48830.8%1,33929.5%
Total revenues4,832100.0%4,538100.0%
Cruise operating expenses:
Commissions, transportation and other62212.9%60613.4%
Onboard and other2886.0%2625.8%
Payroll and related4058.4%3297.2%
Food2625.4%2465.4%
Fuel3557.3%2796.1%
Other operating61512.7%56112.4%
Total cruise operating expenses2,54752.7%2,28350.3%
Marketing, selling and administrative expenses51310.6%50811.2%
Depreciation and amortization expenses4649.6%4179.2%
Operating Income1,30727.0%1,32929.3%
Other income (expense):
Interest income50.1%120.3%
Interest expense, net of interest capitalized(236)(4.9)%(228)(5.0)%
Equity investment income671.4%1072.4%
Other income70.1%110.2%
Income before income taxes1,15023.8%1,23227.1%
Provision for income taxes(14)(0.3)%(17)(0.4)%
Net Income1,13623.5%1,21426.8%
Less: Net Income attributable to noncontrolling interest80.2%50.1%
Net Income attributable to Royal Caribbean Cruises Ltd.$1,12823.3%$1,21026.7%
Diluted Earnings per Share4.204.41
Six Months Ended June 30,
20262025
% of Total Revenues% of Total Revenues
Passenger ticket revenues$6,36568.6%$5,94269.6%
Onboard and other revenues2,91931.4%2,59530.4%
Total revenues9,284100.0%8,537100.0%
Cruise operating expenses:
Commissions, transportation and other1,18612.8%1,12813.2%
Onboard and other5015.4%4635.4%
Payroll and related8068.7%6697.8%
Food5265.7%4865.7%
Fuel6196.7%5576.5%
Other operating1,15712.5%1,06112.4%
Total cruise operating expenses4,79551.6%4,36251.1%
Marketing, selling and administrative expenses1,09511.8%1,07112.5%
Depreciation and amortization expenses92510.0%8299.7%
Operating Income2,46926.6%2,27526.6%
Other income (expense):
Interest income100.1%150.2%
Interest expense, net of interest capitalized(514)(5.5)%(477)(5.6)%
Equity investment income1511.6%1551.8%
Other income90.1%150.2%
Income before income taxes2,12622.9%1,98323.2%
Provision for income taxes(39)(0.4)%(33)(0.4)%
Net Income2,08622.5%1,95022.8%
Less: Net Income attributable to noncontrolling interest160.2%100.1%
Net Income attributable to Royal Caribbean Cruises Ltd.$2,07022.3%$1,94022.7%
Diluted Earnings per Share7.687.10

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 June 30,Six Months Ended June 30,
2026202520262025
Net Income attributable to Royal Caribbean Cruises Ltd.$1,128$1,210$2,070$1,940
Loss on extinguishment of debt and inducement expense (1)——2910
Restructuring charges and other initiative expenses (2)—336
Amortization of Silversea intangible assets resulting from the Silversea acquisition (3)2233
Gain on sale of noncontrolling interest (4)—(11)—(11)
Equity investment impairment, (recovery) of losses and other—(1)—(1)
Adjusted Net Income attributable to Royal Caribbean Cruises Ltd.$1,130$1,202$2,105$1,946
Basic
Earnings per Share$4.21$4.45$7.70$7.17
Adjusted Earnings per Share$4.22$4.43$7.83$7.20
Diluted:
Earnings per Share (5)$4.20$4.41$7.68$7.10
Adjusted Earnings per Share (6)$4.21$4.38$7.81$7.09
Weighted-Average Shares Outstanding:
Basic268272269270
Diluted268275270275

(1)For 2026, includes the loss on extinguishment of debt associated with redemptions of the senior notes maturing in 2026. 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, represents gain on sale of noncontrolling interest of Floating Docks and Grand Bahama Shipyard. These amounts are included in Other income within our consolidated statements of comprehensive income (loss).

(5)For 2025, diluted EPS includes the add-back of dilutive inducement and interest expense related to our convertible notes of $1 million and $16 million for the quarter and for the six months ended June 30, 2025, respectively. Refer to Note 4*. Earnings Per Share* to our consolidated financial statements under Item 1. Financial Statements for further information.

(6)For 2025, Adjusted Diluted EPS includes the add-back of dilutive interest expense related to our convertible notes of $1 million and $6 million for the quarter and six months ended June 30, 2025, respectively.

Selected statistical information is shown in the following table:

Quarter Ended June 30,Six Months Ended June 30,
2026202520262025
Passengers Carried2,399,0662,254,0574,908,7384,495,730
Passenger Cruise Days14,962,21114,277,89429,835,41028,046,226
APCD13,572,39612,942,38527,275,09925,600,377
Occupancy110.2%110.3%109.4%109.6%

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 June 30,Six Months Ended June 30,
2026202520262025
Net Income attributable to Royal Caribbean Cruises Ltd.$1,128$1,210$2,070$1,940
Interest income(5)(12)(10)(15)
Interest expense, net of interest capitalized236228514477
Depreciation and amortization expenses464417925829
Provision for income taxes14173933
EBITDA1,8371,8603,5383,264
Other income(7)(11)(9)(15)
Restructuring charges and other initiative expenses (1)—336
Equity investment impairment, (recovery) of losses and other—(1)—(1)
Adjusted EBITDA$1,830$1,851$3,532$3,252
Total revenues$4,832$4,538$9,284$8,537
APCD13,572,39612,942,38527,275,09925,600,377
Net Income attributable to Royal Caribbean Cruises Ltd. per APCD$83.13$93.47$75.89$75.76
Adjusted EBITDA per APCD$134.84$143.00$129.50$127.04
Adjusted EBITDA Margin37.9%40.8%38.0%38.1%

(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 June 30,Six Months Ended June 30,
2026202520262025
Total revenues$4,832$4,538$9,284$8,537
Less:
Cruise operating expenses2,5472,2834,7954,362
Depreciation and amortization expenses464417925829
Gross Margin1,8201,8383,5643,345
Add:
Payroll and related405329806669
Food262246526486
Fuel355279619557
Other operating6155611,1571,061
Depreciation and amortization expenses464417925829
Adjusted Gross Margin$3,922$3,670$7,597$6,946
APCD13,572,39612,942,38527,275,09925,600,377
Gross Margin Yields$134.11$142.00$130.69$130.67
Net Yields$288.95$283.56$278.54$271.33

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 June 30,Six Months Ended June 30,
2026202520262025
Total cruise operating expenses$2,547$2,283$4,795$4,362
Marketing, selling and administrative expenses5135081,0951,071
Gross Cruise Costs3,0602,7915,8905,433
Less:
Commissions, transportation and other6226061,1861,128
Onboard and other288262501463
Net Cruise Costs including other costs2,1501,9234,2033,842
Less:
Restructuring charges and other initiatives expenses (1)—336
Net Cruise Costs2,1501,9204,2003,837
Less:
Fuel355279619557
Net Cruise Costs excluding Fuel$1,796$1,641$3,581$3,280
APCD13,572,39612,942,38527,275,09925,600,377
Gross Cruise Costs per APCD$225.48$215.68$215.95$212.22
Net Cruise Costs per APCD$158.42$148.34$154.00$149.88
Net Cruise Costs excluding Fuel per APCD$132.30$126.76$131.30$128.14

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

Quarter Ended June 30, 2026 Compared to Quarter Ended June 30, 2025

In this section, references to 2026 refer to the quarter ended June 30, 2026 and references to 2025 refer to the quarter ended June 30, 2025.

Revenues

Total revenues increased $294 million, or 6.5%, to $4.8 billion in 2026 from $4.5 billion in 2025.

Passenger ticket revenues comprised 69% of our 2026 total revenues. Passenger ticket revenues increased by $145 million, or 4.5% to $3.3 billion in 2026 from $3.2 billion in 2025. The increase was primarily driven by a 4.9% capacity growth as a result of the addition of Star of the Seas and Celebrity Xcel compared to the same period in 2025.

The remaining 31% of 2026 total revenues was comprised of Onboard and other revenues, which increased $149 million, or 11% to $1.5 billion in 2026 from $1.3 billion in 2025. The increase was primarily due to:

  • $65 million driven by 4.9% capacity growth as a result of the addition of Star of the Seas and Celebrity Xcel compared to the same period in 2025; and

  • $83 million driven by 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 $264 million, or 11.6%, to $2.5 billion in 2026 from $2.3 billion in 2025. The increase was primarily due to:

  • a $111 million increase due to the 4.9% increase in capacity compared to the same period in 2025;

  • a $76 million increase in crew payroll and related expenses primarily driven by addition of new ships compared to the same period in 2025; and

  • a $76 million increase in fuel expenses related to higher rates per metric ton compared to the same period in 2025.

Other comprehensive income

Other comprehensive (loss) income for 2026 decreased by $307 million, or 174.4%, to a loss of $(131) million in 2026 from a gain of $176 million in 2025. The decrease was primarily due to a (loss) on cash flow derivative hedges of $(137) million in 2026 compared to a gain of $181 million in 2025, mostly as a result of a significant decrease in the fair value of our FX forward swaps and fuel swaps in 2026 compared to 2025.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

In this section, references to 2026 refer to the six months ended June 30, 2026 and references to 2025 refer to the six months ended June 30, 2025.

Revenues

Total revenues for 2026 increased $0.7 billion to $9.3 billion from $8.5 billion in 2025.

Passenger ticket revenues comprised 69% of our 2026 total revenues. Passenger ticket revenues for 2026 increased by $423 million, or 7.1% to $6.4 billion from $5.9 billion in 2025. The increase was primarily due to a 6.5% capacity growth as a result of the addition of Star of the Seas and Celebrity Xcel, compared to the same period in 2025.

The remaining 31% of 2026 total revenues was comprised of Onboard and other revenues, which increased $324 million, or 12.5% to $2.9 billion in 2026 from $2.6 billion in 2025. The increase was primarily due to:

  • a $170 million increase driven by a 6.5% capacity growth as a result of the additions of new ships noted above compared to the same period in 2025; and

  • a $155 million increase driven by higher pricing on both existing ships and new ships in 2026 compared to the same period in 2025.

Cruise Operating Expenses

Total Cruise operating expenses for 2026 increased $433 million to $4.8 billion from $4.4 billion in 2025. The increase was primarily due to:

  • a $285 million increase due to the 6.5% increase in capacity noted above; and

  • a $137 million increase in crew payroll and related expenses primarily driven by addition of new ships compared to the same period in 2025.

Depreciation and Amortization Expenses

Depreciation and amortization expenses for 2026 increased $96 million, or 11.6%, to $925 million from $829 million in 2025. The increase was primarily due to the addition of new ships noted above compared to the same period in 2025.

Other comprehensive income (loss)

Other comprehensive income was $88 million in 2026 compared to $283 million for the same period in 2025. The decrease of $195 million in income was primarily due to a gain on cash flow derivative hedges of $84 million in 2026 compared to a gain of $309 million in 2025, mostly as a result of a significant decrease in the fair value of our FX forward swaps in 2026 compared to 2025, partially offset by a significant increase in the fair value of our fuel 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 $3.7 billion for the six months ended June 30, 2026, compared to $3.4 billion in 2025.

Net cash used in investing activities increased by $2.1 billion to $3.2 billion for the six months ended June 30, 2026, compared to $1.1 billion in 2025. The change of $2.1 billion was primarily attributable to increased capital expenditures in 2026 compared to 2025.

Net cash used in financing activities decreased by $1.4 billion to $0.4 billion for the six months ended June 30, 2026, compared to $1.9 billion in 2025. The change of $1.4 billion was primarily attributable to an increase in debt proceeds of $5 billion related to the issuance of senior notes and the loan to finance Legend of the Seas, offset by repayment of debt of $2.2 billion in 2026 compared to the same period in 2025. Additionally, an increase of $0.8 billion in repurchases of common stock in 2026 part of the previously authorized share repurchase program compared to the same period in 2025, an increase of $326 million on dividend payments, and an increase of $129 million 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 June 30, 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:

ShipShipyardExpected Delivery DatesApproximate Berths
Royal Caribbean
Oasis-class:
UnnamedChantiers de l'Atlantique2nd Quarter 20285,700
Icon-class:
Hero of the SeasMeyer Turku Oy3rd Quarter 20275,600
UnnamedMeyer Turku Oy2nd Quarter 20285,600
UnnamedMeyer Turku Oy2nd Quarter 20295,600
Discovery-class:
UnnamedChantiers de l'Atlantique4th Quarter 20294,300
UnnamedChantiers de l'Atlantique2nd Quarter 20324,300
Celebrity Cruises
Edge-Class:
Celebrity XciteChantiers de l'Atlantique4th Quarter 20283,250
Celebrity River Cruises:
Celebrity CompassTeamCo Shipyard2nd Quarter 2027170
Celebrity SeekerTeamCo Shipyard3rd Quarter 2027170
UnnamedTeamCo Shipyard1st Quarter 2028170
UnnamedTeamCo Shipyard2nd Quarter 2028170
Mein Schiff
UnnamedFincantieri1st Quarter 20314,100
UnnamedFincantieri4th Quarter 20324,100
Total Berths43,230

Our future capital commitments consist primarily of new ship orders. As of June 30, 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 $16.5 billion, of which we had deposited $1.3 billion. Approximately 52.6% of the aggregate cost was exposed to fluctuations in the Euro exchange rate at June 30, 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 June 30, 2026, we anticipate overall full year capital expenditures, based on our existing ships on order, will be approximately $4.7 billion for 2026 . This amount does not include any ships on order by our Partner Brands.

Material Cash Requirements

As of June 30, 2026, our material cash requirements were as follows (in millions):

Remainder of
20262027202820292030ThereafterTotal
Operating Activities:
Operating lease obligations(1)$70$124$113$61$51$995$1,414
Interest on debt(2)5641,0498727697232,6066,583
Other(3)2062771371281118941,753
Investing Activities:
Ship purchase obligations(4)3282,4564,5873,6251571,66912,822
Total$1,168$3,906$5,709$4,583$1,042$6,164$22,572

(1)We are obligated under noncancelable operating leases primarily for preferred berthing arrangements, real estate and shipboard equipment. Amounts represent contractual obligations with initial terms in excess of one year.

(2)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 June 30, 2026. Debt denominated in other currencies is calculated based on the applicable exchange rate at June 30, 2026.

(3)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.

(4)Amounts are based on contractual installment and delivery dates for our ships on order. Included in these figures are $11.1 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 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 June 30, 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 June 30, 2026, we had approximately $14.3 billion of committed financing for our ships on order, which excludes ships on order for Celebrity River Cruises. As of June 30, 2026, our obligations due through June 30, 2027 primarily consisted of $1.6 billion related to debt maturities, $1.1 billion related to interest on debt and $0.8 billion related to progress payments on our ship orders. 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 June 30, 2026, we had liquidity of $6.9 billion, including cash and cash equivalents of $0.9 billion, and $6 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 June 30, 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 June 30, 2026, our Board declared a dividend of $1.50 per share, which was paid in July 2026.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For a discussion of our market risks, refer to Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to our exposure to market risks since the date of our 2025 Annual Report.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of Chairman of the Board and Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon such evaluation, our Chairman of the Board and Chief Executive Officer and Chief Financial Officer concluded that those controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chairman of the Board and Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Securities and Exchange Commission (the "SEC").

Changes in Internal Control Over Financial Reporting

During the quarter ended March 31, 2026, we implemented a new enterprise resource planning (“ERP”) system. This new system resulted in changes to some of our business processes, accounting systems, and related internal controls. We continue to conduct post-implementation monitoring and enhancements as needed, in order to maintain effective internal control over financial reporting. There were no other changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there is only reasonable assurance that our controls will succeed in achieving their goals under all potential future conditions.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

As previously reported, a lawsuit was filed against us in August 2019 in the U.S. District Court for the Southern District of Florida (the "Court") under Title III of the Cuban Liberty and Democratic Solidarity Act, also known as the Helms-Burton Act. The complaint filed by Havana Docks Corporation ("Havana Docks Action") alleges it holds an interest in the Havana Cruise Port Terminal, which was expropriated by the Cuban government. The complaint further alleges that we trafficked in the terminal by embarking and disembarking passengers at these facilities. The plaintiffs seek all available statutory remedies, including the value of the expropriated property, plus interest, treble damages, attorneys’ fees and costs.

The Court entered final judgment in December 2022 in favor of the plaintiff and awarded damages and attorneys' fees to the plaintiff in the aggregate amount of approximately $112 million. We then appealed the judgment to the United States Court of Appeals for the 11th Circuit. 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 petitioned the United States Supreme Court for a writ of certiorari, which was granted on October 3, 2025. The U.S Supreme Court issued an opinion on May 21, 2026 vacating the 11th Circuit's prior ruling, which had held that Havana Docks' concession interest expired in 2004 for purposes of Title III liability, and remanded the case back to the 11th Circuit for consideration of several defenses that remain unresolved.

During the fourth quarter of 2022, we recorded a charge of approximately $130 million to Other 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. 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). The outcome of the litigation is inherently unpredictable and subject to significant uncertainties, and there can be no assurances that the final outcome of this case will be favorable.

In addition, we are routinely involved in claims typical within the cruise vacation industry. The majority of these claims are covered by insurance. We believe the outcome of such claims, net of expected insurance recoveries, will not have a material adverse impact on our financial condition or results of operations and cash flows.

Item 1A. Risk Factors

There have been no material changes from risk factors previously disclosed in the Company’s most recent Annual Report on Form 10-K. See the discussions of the Company’s risk factors under Part I, Item 1A in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Share Repurchases

The following table provides information about our repurchases of common stock during the quarter ended June 30, 2026.

PeriodTotal number of shares purchasedAverage price paid per shareTotal number of shares purchased as part of publicly announced plans or programs (1)Approximate dollar value of shares that may yet be purchased under the plans or programs
April 1, 2026 - April 30, 2026———$1,005,000,000
May 1, 2026 - May 31, 2026798,041$249.60798,041805,500,000
June 1, 2026 - June 30, 2026———$805,500,000
Total798,041798,041

(1) On December 10, 2025, we announced that our Board authorized a common stock repurchase program for up to $2 billion. For further information on our stock repurchase transactions, refer to Note 9. Shareholders' Equity to our consolidated financial statements under Item 1. Financial Statements.

Item 5. Other Information

Rule 10b5-1 Plan Elections

During the quarter ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted, modified, or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K).

Item 6. Exhibits

31.1Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1Certifications of the Chief Executive Officer and the Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code**
**Furnished herewith

Interactive Data File

101 The following financial statements of Royal Caribbean Cruises Ltd. for the period ended June 30, 2026, formatted in iXBRL (Inline eXtensible Reporting Language) are filed herewith:

(i) the Consolidated Statements of Comprehensive Income (Loss) for the quarters and six months ended June 30, 2026 and 2025;

(ii) the Consolidated Balance Sheets at June 30, 2026 and December 31, 2025;

(iii) the Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025;

(iv) the Consolidated Statements of Shareholders' Equity for the quarters and six months ended June 30, 2026 and 2025; and

(v) the Notes to the Consolidated Financial Statements, tagged in summary and detail.

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ROYAL CARIBBEAN CRUISES LTD.
(Registrant)
/s/ NAFTALI HOLTZ
Naftali Holtz
Executive Vice President and Chief Financial Officer
July 28, 2026(Principal Financial Officer and duly authorized signatory)