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What changed in Royal Caribbean Group's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Royal Caribbean Group's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+374 added−375 removedSource: 10-K (2026-02-11) vs 10-K (2025-02-14)

Top changes in Royal Caribbean Group's 2025 10-K

374 paragraphs added · 375 removed · 317 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

140 edited+21 added−16 removed107 unchanged
Biggest changeShip Shipyard Expected Delivery Approximate Berths Royal Caribbean — Oasis-class: Unnamed Chantiers de l’Atlantique 2nd Quarter 2028 5,700 Icon-class: Star of the Seas Meyer Turku Oy 3rd Quarter 2025 5,600 Unnamed Meyer Turku Oy 2nd Quarter 2026 5,600 Celebrity Cruises — Edge-class: Celebrity Xcel Chantiers de l’Atlantique 4th Quarter 2025 3,250 TUI Cruises (50% joint venture) — Mein Schiff Relax Fincantieri 1st Quarter 2025 4,100 Mein Schiff Flow Fincantieri 2nd Quarter 2026 4,100 Total Berths 28,350 __________________________________________________________________ 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.
Biggest changeRisk Factors for further discussion on shipyard operations. 11 Ship Shipyard Expected Delivery Dates Approximate Berths Filter Royal Caribbean Show Oasis-class: Show Unnamed Chantiers de l'Atlantique 2nd Quarter 2028 5,700 Show Icon-class: Show Legend of the Seas Meyer Turku Oy 2nd Quarter 2026 5,600 Show Unnamed Meyer Turku Oy 3rd Quarter 2027 5,600 Show Unnamed Meyer Turku Oy 2nd Quarter 2028 5,600 Show Celebrity Cruises Show Edge-Class: Show Celebrity Xcite Chantiers de l'Atlantique 4th Quarter 2028 3,250 Show Celebrity River Cruises: Show Celebrity Compass TeamCo Shipyard 2nd Quarter 2027 170 Show Celebrity Seeker TeamCo Shipyard 3rd Quarter 2027 170 Show Unnamed TeamCo Shipyard 1st Quarter 2028 170 Show Unnamed TeamCo Shipyard 2nd Quarter 2028 170 Show Mein Schiff Show Mein Schiff Flow Fincantieri 2nd Quarter 2026 4,100 Show Unnamed Fincantieri 1st Quarter 2031 4,100 Show Unnamed Fincantieri 4th Quarter 2032 4,100 Show Total Berths 38,730 Show __________________________________________________________________ In December 2025, we signed agreements with Chantiers de l'Atlantique to build two ships of a new generation for Royal Caribbean, known as Discovery-class ships, which are expected to enter service in 2029 and 2032, respectively.
Its corporate structure has evolved over the years and, the current parent corporation, Royal Caribbean Cruises Ltd., was incorporated on July 23, 1985 in the Republic of Liberia under the Business Corporation Act of Liberia. Our Global Brands Our Global Brands include Royal Caribbean, Celebrity Cruises, and Silversea Cruises.
Its corporate structure has evolved over the years and the current parent corporation, Royal Caribbean Cruises Ltd., was incorporated on July 23, 1985 in the Republic of Liberia under the Business Corporation Act of Liberia. Our Global Brands Our Global Brands include Royal Caribbean, Celebrity Cruises, and Silversea.
We believe that the quality of the Royal Caribbean brand allows it to achieve market coverage that is among the broadest of any of the major cruise brands in the cruise vacation industry.
We believe the quality of the Royal Caribbean brand allows it to achieve market coverage that is among the broadest of any of the major cruise brands in the cruise vacation industry.
Industry The cruising industry 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 itineraries, private destinations, and variety of shipboard and shoreside activities.
The cruising industry 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 itineraries, private destinations, and variety of shipboard and shoreside activities.
Under Section 883 of the Internal Revenue Code, certain foreign corporations may exclude from gross income (and effectively from branch profits tax as such earnings do not give rise to effectively connected earnings and profits) U.S. source income derived from or incidental to the international operation of a ship or ships, including income from the leasing of such ships.
Under Section 883 of the Internal Revenue Code, certain foreign corporations may exclude from gross income (and effectively from branch profits tax as such earnings do not give rise to effectively connected earnings and profits) the U.S. source income derived from or incidental to the international operation of a ship or ships, including income from the leasing of such ship(s).
Our U.K. income from non-shipping activities which do not qualify under the U.K. tonnage tax regime and which are not considered significant, remain subject to regular U.K. corporate income tax.
Our U.K. income from non-shipping activities which do not qualify under the U.K. tonnage tax regime and are not considered significant, remain subject to regular U.K. corporate income tax.
Liberty served as Senior Vice President, Strategy and Finance from 2012 through 2013; as Vice President of Corporate and Revenue Planning from 2010 through 2012; and as Vice President of Corporate and Strategic Planning from 2008 to 2010. Before joining Royal Caribbean, Mr. Liberty was a Senior Manager at the international public accounting firm of KPMG LLP. Mr.
Liberty served as Senior Vice President, Strategy and Finance from 2012 through 2013; as Vice President of Corporate and Revenue Planning from 2010 through 2012; and as Vice President of Corporate and Strategic Planning from 2008 to 2010. Before joining Royal Caribbean, Mr. Liberty was a Senior Manager at the international public accounting firm of KPMG LLP.
Examples of the benefits available under our loyalty programs include, but are not limited to, priority waitlist for shore excursions, complimentary laundry service, complimentary internet, digital discount vouchers, upgraded bathroom amenities, reserved seating in entertainment venues, ship tours and, in the case of our most loyal guests who have achieved the highest levels of cruise points or credits, complimentary cruises.
Examples of the benefits available under our loyalty programs include, but are not limited to, priority waitlist for shore excursions, complimentary laundry service, complimentary internet, complimentary beverage, digital discount vouchers, upgraded bathroom amenities, reserved seating in entertainment venues, ship tours and, in the case of our most loyal guests who have achieved the highest levels of cruise points or credits, complimentary cruises.
In January 2023, the IMO amendments to the MARPOL convention went into effect combining a technical and an operational measure (Energy Efficiency Existing Ship Index ("EEXI") and Carbon Intensity Indicator ("CII")). These regulations aim to reduce international shipping carbon intensity in line with the ambition of the initial IMO GHG Strategy of 40% by 2030, as compared to 2008.
In January 2023, the IMO amendments to the MARPOL convention went into effect combining a technical and an operational measure (Energy Efficiency Existing Ship Index ("EEXI") and Carbon Intensity Indicator ("CII")). These 17 regulations aim to reduce international shipping carbon intensity in line with the ambition of the initial IMO GHG Strategy of 40% by 2030, as compared to 2008.
In addition, we explore opportunities that may arise to acquire or develop brands tailored to specific markets. 6 Focus on cost efficiency, capital allocation, and liquidity We are focused on maintaining a strong liquidity position and a balanced debt maturity profile, while ensuring appropriate leverage, opportunistically reducing interest expense, and maintaining an unsecured balance sheet.
In addition, we explore opportunities that may arise to acquire or develop brands tailored to specific markets. Focus on cost efficiency, capital allocation, and liquidity We are focused on maintaining a strong liquidity position and a balanced debt maturity profile, while ensuring appropriate leverage, opportunistically reducing interest expense, and maintaining an unsecured balance sheet.
In addition, the majority of our ships on order are being delivered with Liquified Natural Gas ("LNG") technology that meet all sulfur requirements without the need for an AEP system. These efforts will provide us with additional operational and deployment flexibility. Nitrogen Oxides Emissions The MARPOL Regulations also impose limitations on Nitrogen Oxides.
In addition, the majority of our ships on order are being delivered with Liquified Natural Gas ("LNG") technology that meet all sulfur regulations without the need for an AEP system. These efforts will provide us with additional operational and deployment flexibility. Nitrogen Oxides Emissions The MARPOL Regulations also impose limitations on Nitrogen Oxides.
A foreign corporation will qualify for the benefits of Section 883 if, in relevant part: (1) the foreign country in which the foreign corporation is organized grants an equivalent exemption to corporations organized in the United States; and (2) the stock of the corporation (or the direct or indirect corporate parent thereof) is “primarily and regularly traded on an 18 established securities market” in the United States.
A foreign corporation will qualify for the benefits of Section 883 if, in relevant part: (1) the foreign country in which the foreign corporation is organized grants an equivalent exemption to corporations organized in the United States; and (2) the stock of the corporation (or the direct or indirect corporate parent thereof) is “primarily and regularly traded on an established securities market” in the United States.
Our Perfect Day Collection represents our initiative to develop a series of private destinations in key markets. The first island in the collection, Perfect Day at CocoCay, includes a wide range of attractions, such as a full water park, zip line course, freshwater pools, helium balloon ride, splash pads and a beach club.
Our Perfect Day Collection represents our initiative to develop a series of exclusive private destinations in key markets. The first island in the collection, Perfect Day at CocoCay, includes a wide range of attractions, such as a full water park, zip line course, freshwater pools, helium balloon ride, splash pads and a beach club.
This convention sets the training and competency standards for all our crew who are responsible for operating the vessels or who have designated roles in ensuring the safety of our guests and crew during an emergency. Regulatory bodies routinely check that our crews’ training credentials are up-to-date and 15 assess competency by observing safety and emergency drills.
This convention sets the training and competency standards for all our crew who are responsible for operating the vessels or who have designated roles in ensuring the safety of our guests and crew during an emergency. Regulatory bodies routinely check that our crews’ training credentials are up-to-date and assess competency by observing safety and emergency drills.
Our Talent and Compensation Committee of our Board of Directors oversees the Company's human capital management strategies, including initiatives for talent management, and a thriving corporate culture. We focus on providing our employees with a competitive compensation structure, development opportunities, and other personal and professional growth opportunities in order to strengthen and support our human capital.
Our Talent and Compensation Committee of our Board oversees the Company's human capital management strategies, including initiatives for talent management, and a thriving corporate culture. We focus on providing our employees with a competitive compensation structure, development opportunities, and other personal and professional growth opportunities in order to strengthen and support our human capital.
Application of Section 883 of the Internal Revenue Code Royal Caribbean Cruises Ltd., Celebrity Cruises, Inc. and Silversea Cruises Ltd. are engaged in a trade or business in the United States, and many of our ship-owning subsidiaries, depending upon the itineraries of their ships, generate income from sources within the United States.
Application of Section 883 of the Internal Revenue Code Royal Caribbean Cruises Ltd., Celebrity Cruises, Inc., and Silversea Cruises LLC are engaged in a trade or business in the United States, and many of our ship-owning subsidiaries, depending upon the itineraries of their ships, generate income from sources within the United States.
Other United States Taxation Royal Caribbean Cruises Ltd., Celebrity Cruises Inc., and Silversea Cruises Ltd., earn U.S. source income from activities not considered incidental to international shipping. The tax on such income is not material to our results of operation for all years presented.
Other United States Taxation Royal Caribbean Cruises Ltd., Celebrity Cruises Inc., and Silversea Cruises LLC earn U.S. source income from activities not considered incidental to international shipping. The tax on such income is not material to our results of operation for all years presented.
Destination Net Zero’s four-pronged approach includes: • Modernizing our fleet with new energy-efficient and alternatively fueled vessels; • Continued investment in energy efficiency programs; 5 • Development of alternative fuel and alternative power solutions; and • Optimized deployment and integration of strategic shore-based supply chains.
Destination Net Zero’s four-pronged approach includes: • Modernizing our fleet with new energy-efficient and alternatively fueled vessels; • Continued investment in energy efficiency programs; • Development of alternative fuel and alternative power solutions; and • Optimized deployment and integration of strategic shore-based supply chains.
Internal Revenue Code, Treasury Department regulations, administrative rulings, court decisions and the relevant state tax laws, regulations, rulings and court decisions of the states where we have business operations. All of the foregoing is subject to change, and any such change could affect the accuracy of this discussion.
Internal Revenue Code, Treasury Department regulations, administrative rulings, court decisions and the relevant state tax laws where we have business operations. All of the foregoing is subject to change, and any such change could affect the accuracy of this discussion.
New capacity has allowed our brands to expand into new markets and itineraries in an effort to address changes in market demand. Destination experiences and port facilities In order to provide unique destination experiences to our guests, we have and continue to invest in our private land destinations.
New capacity has allowed our brands to expand into new markets and itineraries in an effort to address changes in market demand. Destination experiences and port facilities In order to provide unique destination experiences to our guests, we have and continue to invest in our private land-based destinations.
Our Company's operating strategies are as follows: • deliver a lifetime of vacations to our customers; • protect the health, safety and security of our guests and employees; • deepen our customer relationships in order to increase frequency and repeat booking rates; 4 • protect the environment and communities in which our vessels and organization operate, with a focus on decarbonization; • invest in our workforce in order to better serve our global guest base and grow our business, and nurture a culture that values the contribution of individual talents; • increase the awareness and market penetration of our brands globally; • focus on cost efficiency, capital allocation and liquidity, with the overall goals of maximizing our return on invested capital and long-term shareholder value; • strategically invest in our fleet through the upgrade and maintenance of existing ships and the transfer of key innovations, while prudently expanding our fleet with new state-of-the-art cruise ships; • capitalize on the portability and flexibility of our ships by deploying them into those markets and itineraries that provide opportunities to optimize returns, while continuing our focus on existing key markets; • provide extraordinary destination experiences and state-of-the-art port facilities to our guests; • continue to deploy technology capabilities and advanced uses of data and analytics to deliver innovative customer experiences as well as to create operational efficiencies; and • maintain strong relationships with travel advisors, while enhancing our consumer outreach and e-commerce programs.
Our Company's operating strategies are as follows: • deliver a lifetime of vacations to our customers; • protect the health, safety and security of our guests and employees; • deepen our customer relationships in order to increase frequency and repeat booking rates; • protect the environment and communities in which our vessels and organization operate, with a focus on decarbonization; • invest in our workforce in order to better serve our global guest base and grow our business, and nurture a culture that values the contribution of individual talents; • increase the awareness and market penetration of our brands globally; • focus on cost efficiency, capital allocation and liquidity, with the overall goals of maximizing our return on invested capital and long-term shareholder value; • strategically invest in our fleet through the upgrade and maintenance of existing ships and the deployment of key innovations, while prudently expanding our fleet with new state-of-the-art vessels; • capitalize on the portability and flexibility of our ships by deploying them into those markets and itineraries that provide opportunities to optimize returns, while continuing our focus on existing key markets; • provide extraordinary destination experiences and state-of-the-art port facilities to our guests; • continue to deploy technology capabilities and advanced uses of data and analytics to deliver innovative customer experiences as well as to create operational efficiencies; and • maintain strong relationships with travel advisors, while enhancing our consumer outreach and e-commerce programs.
Operating Strategies Our mission is to deliver the best vacation experiences responsibly. We continue to prioritize operating strategies that support this mission, working with our various business and community partners as we build toward a more sustainable cruise industry.
Operating Strategies Our mission is to deliver the best vacation experiences responsibly. We continue to prioritize operating strategies that support this mission, working with our various business and community partners as we build toward a more sustainable 4 cruise industry.
While the majority of our guests for our Global Brands come from North America, we also sell and market our cruise brands to guests in countries outside of North America by tailoring itineraries and onboard product offerings to the cultural characteristics and preferences of our international guests.
While the majority of our guests for our Global Brands come from North America, we also sell and market our cruise vacation brands to guests in countries outside of North America by tailoring itineraries and onboard product offerings to the cultural characteristics and preferences of our international guests.
The portability of our ships allows us to deploy our ships to meet demand within our existing and new cruise markets. We make deployment decisions generally 18 to 32 months in advance, with the goal of optimizing the overall profitability of our portfolio.
The portability of our ships allows us to deploy our ships to meet demand within our existing and new cruise markets. We make deployment decisions generally 18 to 32 months in advance, with the goal of 7 optimizing the overall profitability of our portfolio.
State Taxation Royal Caribbean Cruises Ltd., Celebrity Cruises Inc., Silversea Cruises Ltd., and certain of our subsidiaries are subject to various U.S. state income taxes which are generally imposed on each state’s portion of the U.S. source income subject to federal income taxes.
State Taxation Royal Caribbean Cruises Ltd., Celebrity Cruises Inc., Silversea Cruises LLC, and certain of our subsidiaries are subject to various U.S. state income taxes which are generally imposed on each state’s portion of the U.S. source income subject to federal income taxes.
Our primary war risk coverage is provided by a Norwegian war risk insurance association and our excess war risk insurance is provided by our four P&I clubs. Consistent with most marine war risk policies, our coverage is subject to cancellation in 14 the event of a change in risk.
Our primary war risk coverage is provided by a Norwegian war risk insurance association and our excess war risk insurance is provided by our four P&I clubs. Consistent with most marine war risk policies, our coverage is subject to cancellation in the event of a change in risk.
Global Minimum Tax The Organization for Economic Co-operation and Development (OECD) issued Pillar Two model rules ("Global Minimum Tax") introducing a new global minimum tax of 15% with certain aspects of Pillar Two effective January 1, 2024 and other aspects effective January 1, 2025 .
Global Minimum Tax The Organization for Economic Co-operation and Development (OECD) issued Pillar Two model rules ("Global Minimum Tax") introducing a new global minimum tax of 15% with certain aspects of Pillar Two effective January 1, 2024 and other aspects effective January 1 , 2025, and January 1, 2026.
For example, we recently enabled booking a cruise in our mobile applications, built a loyalty hub to provide easy to view status, benefits and ways to earn rewards and a video library to showcase our family of brands.
For example, we enabled booking a cruise in our mobile applications, built a loyalty hub to provide easy to view status, benefits and ways to earn rewards and a video library to showcase our family of brands.
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 11 focused on deployment in the Caribbean, Asia and Australia during that period.
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 focused on deployment in the Caribbean, Asia and Australia during that period.
Cyber security and data privacy are an ongoing focus, and we have made and will continue to make investments to protect our customer data, intellectual property and global operations. Refer to Item 1A.
Cyber security and data privacy are an ongoing focus, and we have made and will 8 continue to make investments to protect our customer data, intellectual property and global operations. Refer to Item 1A.
Royal Caribbean Cruises Ltd., Celebrity Cruises Inc., and Silversea Cruises Ltd., would also be potentially subject to tax on portions of certain interest paid by us at rates of up to 30%.
Royal Caribbean Cruises Ltd., Celebrity Cruises Inc., and Silversea Cruises LLC would also be potentially subject to tax on portions of certain interest paid by us at rates of up to 30%.
In addition, our Global Brands have historically sourced passengers from similar markets around the world and operated in similar economic environments with a significant degree of commercial overlap.
In addition, our Global 13 Brands have historically sourced passengers from similar markets around the world and operated in similar economic environments with a significant degree of commercial overlap.
Onboard Activities and Other Revenues Our cruise brands offer modern fleets with a wide array of onboard services, amenities and activities which vary by brand and ship.
Onboard Activities and Other Revenues Our cruise vacation brands offer modern fleets with a wide array of onboard services, amenities and activities which vary by brand and ship.
Delivery of state-of-the-art cruise ships, and fleet upgrade and maintenance We place a strong focus on innovation, which we seek to achieve by introducing new concepts on our new ships and continuously making improvements to our existing fleet, such as large-scale atriums, double hulls for increased safety, and advanced steel structures.
Delivery of state-of-the-art vessels, and fleet upgrade and maintenance We place a strong focus on innovation, which we seek to achieve by introducing new concepts on our new ships and continuously making improvements to our existing fleet, such as large-scale atriums, double hulls for increased safety, and advanced steel structures.
We use data obtained from Seatrade Insider, Cruise Industry News and company press releases to estimate weighted-average supply of berths and CLIA and G.P. Wild to estimate cruise guest information. 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 use data obtained from Seatrade Insider, Cruise Industry News and company press releases to estimate weighted-average supply of berths and CLIA and G.P. Wild to estimate cruise guest information. For 2025, we estimate the total number of global cruise guests for the full year with actual data only available through the third quarter.
The requirements for a company to qualify for the U.K. tonnage tax regime include being subject to U.K. corporate income tax, operating qualifying ships, which are strategically and commercially managed in the United Kingdom, and fulfilling a seafarer training requirement. 19 Relevant shipping profits include income from the operation of qualifying ships and from shipping related activities.
The requirements for a company to qualify for the U.K. tonnage tax regime include being subject to U.K. corporate income tax, operating qualifying ships, which are strategically and commercially managed in the United Kingdom, and fulfilling a seafarer training requirement. 20 Relevant shipping profits include income from the operation of qualifying ships and from shipping related activities.
The registered trademarks include the name “Royal Caribbean” and its crown and anchor logo, the name “Celebrity Cruises” and its “X” logo, the name “Silversea Cruises” and its logo, and the names of various cruise ships, ship venues, private destinations, and other marketing programs. We believe our largest brands' trademarks are widely recognized throughout the world and have considerable value.
The registered trademarks include the name “Royal Caribbean” and its crown and anchor logo, the name “Celebrity Cruises” and its “X” logo, the name “Silversea” and its logo, and the names of various cruise ships, ship venues, private destinations, and other marketing programs. We believe our largest brands' trademarks are widely recognized throughout the world and have considerable value.
The brand competes in both the contemporary family market and premium segments of the vacation industry appealing to both families with children of all ages and older and younger couples. Royal Caribbean offers vacation experiences that generally feature a casual ambiance, as well as a variety of activities and entertainment venues.
The brand competes in both the contemporary family market and premium segment of the vacation industry appealing to both families with children of all ages and older and younger couples. Royal Caribbean offers vacation experiences that generally feature a casual ambiance, as well as a variety of activities and entertainment venues.
Hapag-Lloyd Cruises operates two luxury liners and three smaller expedition ships, with an aggregate capacity of approximately 1,590 berths. Refer to Note 7. Investments and Other Assets to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further details.
Hapag-Lloyd Cruises operates two luxury liners and three smaller expedition ships, with an aggregate capacity of approximately 1,620 berths. Refer to Note 7. Investments and Other Assets to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further details.
Prior to this, he served as President and Chief Executive Officer of Celebrity Cruises since August 2012. Mr. Bayley has been employed by Royal Caribbean for over 40 years, having started as an Assistant Purser onboard one of the Company’s ships.
Bayley has served as President and Chief Executive Officer of Royal Caribbean since December 2014. Prior to this, he served as President and Chief Executive Officer of Celebrity Cruises since August 2012. Mr. Bayley has been employed by Royal Caribbean for over 40 years, having started as an Assistant Purser onboard one of the Company’s ships.
This did not have a material impact to our results of operations for all years presented. United Kingdom Income Taxation During the year ended December 31, 2024, we operated 16 ships under the United Kingdom tonnage tax regime (“U.K. tonnage tax”).
This did not have a material impact to our results of operations for all years presented. United Kingdom Income Taxation During the year ended December 31, 2025, we operated 16 ships under the United Kingdom tonnage tax regime (“U.K. tonnage tax”).
In addition, our estimates incorporate our own analysis utilizing the same publicly available cruise industry data as a base. (3) Total berths include our berths related to our Global Brands and Partner Brands as of December 31, 2024. (4) Our estimates include the United States and Canada.
In addition, our estimates incorporate our own analysis utilizing the same publicly available cruise industry data as a base. (3) Total berths include our berths related to our Global Brands and Partner Brands as of December 31, 2025. (4) Our estimates include the United States and Canada.
Trademarks We own a number of registered trademarks related to the Royal Caribbean, Celebrity Cruises and Silversea Cruises cruise brands.
Trademarks We own a number of registered trademarks related to the Royal Caribbean, Celebrity Cruises and Silversea brands.
In the United Kingdom we are currently required by the Association of British Travel Agents to provide performance bonds in varying amounts during the course of the year, up to £162 million during the peak season. Additionally, we are required by the Civil Aviation Authority to provide performance bonds totaling £25 million.
In the United Kingdom we are currently required by the Association of British Travel Agents to provide performance bonds in varying amounts during the course of the year, up to £179 million during the peak season. Additionally, we are required by the Civil Aviation Authority to provide performance bonds totaling £25 million.
Our President and Chief Executive Officer has been identified as the chief operating decision-maker ("CODM"), and is responsible for carrying out the functions of allocating resources and assessing performance. The CODM uses Operating Income (loss) to assess performance and allocate resources.
Our Chairman and Chief Executive Officer has been identified as the chief operating decision-maker ("CODM"), and is responsible for carrying out the functions of allocating resources and assessing performance. The CODM uses Operating Income (Loss) to assess performance and allocate resources.
In order to ensure deployment flexibility, all of our ships under construction are being built to comply with 16 these nitrogen oxide emission rules. Compliance with these MARPOL requirements has not had and is not expected to have, a material impact on our results of operations due to the mitigating steps described above.
In order to ensure deployment flexibility, all of our ships under construction are being built to comply with these nitrogen oxide emission rules. Compliance with these MARPOL requirements has not had and is not expected to have, a material impact on our results of operations due to the mitigating steps (LNG technology) described above.
Ship Year Ship Built Year ship entered service / will enter service Approximate Berths Royal Caribbean Star of the Seas 2025 2025 5,600 Utopia of the Seas 2024 2024 5,700 Icon of the Seas 2023 2024 5,600 Wonder of the Seas 2022 2022 5,700 Odyssey of the Seas 2021 2021 4,200 Spectrum of the Seas 2019 2019 4,150 Symphony of the Seas 2018 2018 5,500 Harmony of the Seas 2016 2016 5,500 Ovation of the Seas 2016 2016 4,150 Anthem of the Seas 2015 2015 4,150 Quantum of the Seas 2014 2014 4,150 Allure of the Seas 2010 2010 5,500 Oasis of the Seas 2009 2009 5,600 Independence of the Seas 2008 2008 3,850 Liberty of the Seas 2007 2007 3,800 Freedom of the Seas 2006 2006 3,950 Jewel of the Seas 2004 2004 2,200 Mariner of the Seas 2003 2003 3,350 Serenade of the Seas 2003 2003 2,150 Navigator of the Seas 2002 2002 3,400 Brilliance of the Seas 2002 2002 2,150 9 Ship Year Ship Built Year ship entered service / will enter service Approximate Berths Adventure of the Seas 2001 2001 3,350 Radiance of the Seas 2001 2001 2,150 Explorer of the Seas 2000 2000 3,300 Voyager of the Seas 1999 1999 3,450 Vision of the Seas 1998 1998 2,050 Enchantment of the Seas 1997 1997 2,300 Rhapsody of the Seas 1997 1997 2,050 Grandeur of the Seas 1996 1996 2,000 Celebrity Cruises Celebrity Xcel 2025 2025 3,250 Celebrity Ascent 2023 2023 3,250 Celebrity Beyond 2022 2022 3,250 Celebrity Apex 2020 2020 2,900 Celebrity Flora 2019 2019 100 Celebrity Edge 2018 2018 2,900 Celebrity Reflection 2012 2012 3,050 Celebrity Silhouette 2011 2011 2,900 Celebrity Eclipse 2010 2010 2,850 Celebrity Equinox 2009 2009 2,850 Celebrity Solstice 2008 2008 2,850 Celebrity Constellation 2002 2002 2,200 Celebrity Summit 2001 2001 2,200 Celebrity Infinity 2001 2001 2,150 Celebrity Millennium 2000 2000 2,200 Silversea Cruises Silver Ray 2024 2024 730 Silver Nova 2023 2023 730 Silver Endeavour 2021 2022 220 Silver Dawn 2021 2022 600 Silver Origin 2020 2020 100 Silver Moon 2020 2020 600 Silver Muse 2017 2017 600 Silver Spirit 2009 2009 600 Silver Whisper 2001 2001 400 Silver Shadow 2000 2000 400 Silver Wind 1995 1995 270 Silver Cloud 1994 1994 250 TUI Cruises Mein Schiff Relax 2025 2025 4,100 Mein Schiff 7 2024 2024 2,900 Mein Schiff 2 2019 2019 2,900 Mein Schiff 1 2018 2018 2,900 Mein Schiff 6 2017 2017 2,500 Mein Schiff 5 2016 2016 2,500 Mein Schiff 4 2015 2015 2,500 10 Ship Year Ship Built Year ship entered service / will enter service Approximate Berths Mein Schiff 3 2014 2014 2,500 Hapag-Lloyd Hanseatic Spirit 2021 2021 230 Hanseatic Inspiration 2019 2019 230 Hanseatic Nature 2019 2019 230 Europa 2 2013 2013 500 Europa 1999 1999 400 Total 179,790 ______________________________________________________________ As of December 31, 2024, our Global Brands and our Partner Brands have the following ships on order.
Ship Year Ship Built Year Ship Entered/Will Enter Service Approximate Berths Royal Caribbean Legend of the Seas 2026 2026 5,600 Star of the Seas 2025 2025 5,600 Utopia of the Seas 2024 2024 5,700 9 Ship Year Ship Built Year Ship Entered/Will Enter Service Approximate Berths Icon of the Seas 2023 2024 5,600 Wonder of the Seas 2022 2022 5,700 Odyssey of the Seas 2021 2021 4,200 Spectrum of the Seas 2019 2019 4,150 Symphony of the Seas 2018 2018 5,500 Harmony of the Seas 2016 2016 5,500 Ovation of the Seas 2016 2016 4,150 Anthem of the Seas 2015 2015 4,150 Quantum of the Seas 2014 2014 4,150 Allure of the Seas 2010 2010 5,500 Oasis of the Seas 2009 2009 5,600 Independence of the Seas 2008 2008 3,850 Liberty of the Seas 2007 2007 3,800 Freedom of the Seas 2006 2006 3,950 Jewel of the Seas 2004 2004 2,200 Mariner of the Seas 2003 2003 3,350 Serenade of the Seas 2003 2003 2,150 Navigator of the Seas 2002 2002 3,400 Brilliance of the Seas 2002 2002 2,150 Adventure of the Seas 2001 2001 3,350 Radiance of the Seas 2001 2001 2,150 Explorer of the Seas 2000 2000 3,300 Voyager of the Seas 1999 1999 3,450 Vision of the Seas 1998 1998 2,050 Enchantment of the Seas 1997 1997 2,300 Rhapsody of the Seas 1997 1997 2,050 Grandeur of the Seas 1996 1996 2,000 Celebrity Cruises Celebrity Xcel 2025 2025 3,250 Celebrity Ascent 2023 2023 3,250 Celebrity Beyond 2022 2022 3,250 Celebrity Apex 2020 2020 2,900 Celebrity Flora 2019 2019 100 Celebrity Edge 2018 2018 2,900 Celebrity Reflection 2012 2012 3,050 Celebrity Silhouette 2011 2011 2,900 Celebrity Eclipse 2010 2010 2,850 Celebrity Equinox 2009 2009 2,850 Celebrity Solstice 2008 2008 2,850 Celebrity Constellation 2002 2002 2,200 Celebrity Summit 2001 2001 2,200 Celebrity Infinity 2001 2001 2150 Celebrity Millennium 2000 2000 2200 Silversea 10 Ship Year Ship Built Year Ship Entered/Will Enter Service Approximate Berths Silver Ray 2024 2024 730 Silver Nova 2023 2023 730 Silver Endeavour 2021 2022 220 Silver Dawn 2021 2022 600 Silver Origin 2020 2020 100 Silver Moon 2020 2020 600 Silver Muse 2017 2017 600 Silver Spirit 2009 2009 600 Silver Whisper 2001 2001 400 Silver Shadow 2000 2000 400 Silver Wind 1995 1995 270 Silver Cloud 1994 1994 250 TUI Cruises Mein Schiff Flow 2026 2026 4,100 Mein Schiff Relax 2025 2025 4,000 Mein Schiff 7 2024 2024 2,900 Mein Schiff 2 2019 2019 2,900 Mein Schiff 1 2018 2018 2,900 Mein Schiff 6 2017 2017 2,500 Mein Schiff 5 2016 2016 2,500 Mein Schiff 4 2015 2015 2,500 Mein Schiff 3 2014 2014 2,500 Hapag-Lloyd Hanseatic Spirit 2021 2021 230 Hanseatic Inspiration 2019 2019 230 Hanseatic Nature 2019 2019 230 Europa 2 2013 2013 520 Europa 1999 1999 410 Total Berths 189,420 ______________________________________________________________ As of December 31, 2025, our Global Brands and our Partner Brands have the following ships on order.
Taxation in the Absence of an Exemption Under Section 883 If Royal Caribbean Cruises Ltd., the operator of our vessels, Celebrity Cruises Inc., Silversea Cruises Ltd., or our ship-owning subsidiaries were to fail to meet the requirements of Section 883 of the Internal Revenue Code, or if the provision was repealed, then, as explained below, such companies would be subject to U.S. income taxation on a portion of their income derived from or incidental to the international operation of our ships.
Taxation in the Absence of an Exemption Under Section 883 If Royal Caribbean Cruises Ltd., Celebrity Cruises Inc., and Silversea Cruises LLC, or our ship-owning subsidiaries were to fail to meet the requirements of Section 883 of the Internal Revenue Code, or if the provision was repealed, then, as explained below, such companies would be subject to U.S. income taxation on a portion of their income derived from or incidental to the international operation of our ships.
The exact impacts of these standards on our vessels are uncertain as the USCG has yet to develop the corresponding implementing regulations to enforce compliance. However, the new standards could expand applicability of vessel discharges from 3 to 12 nautical miles which could have impacts on our environmental operations and increase reporting requirements.
The exact impacts of these standards on our vessels are uncertain as the USCG has yet to finish the development of the corresponding implementing regulations to enforce compliance. However, the new standards could expand applicability of vessel discharges from 3 to 12 nautical miles which could have impacts on our environmental operations and increase reporting requirements.
The EU ETS regulation did not have a material impact on our 2024 results of operations. The impact of the regulation on future periods is uncertain as the costs of ETS allowances will depend on future markets and future deployments.
The EU ETS regulation did not have a material impact on our 2025 results of operations. The impact of the regulation on future periods is uncertain as the costs of ETS allowances will depend on future markets and future deployments.
Refer to the Regulation - Environmental Regulations section below for further information. Investing in our workforce We believe that our employees, both shipboard and shoreside, are a critical success factor for our business. We strive to identify, hire, develop, motivate and retain the best employees, who provide our guests with extraordinary vacations.
Refer to the Regulation - Environmental Regulations section below for further information. Investing in our workforce We believe that our employees are a critical success factor for our business. We strive to identify, hire, develop, motivate and retain the best employees, who provide our guests with extraordinary vacations.
We regularly work to enhance each of our loyalty programs by adding new features and amenities in order to reward our repeat guests. Operations Cruise Ships and Itineraries As of December 31, 2024, our Global Brands and Partner Brands collectively operated 68 ships with a selection of worldwide itineraries that call on more than 1,000 destinations in over 120 countries.
We regularly work to enhance each of our loyalty programs by adding new features and amenities in order to reward our repeat guests. Operations Cruise Ships and Itineraries As of December 31, 2025, our Global Brands and Partner Brands collectively operated 69 ships with a selection of worldwide itineraries that call on more than 1,000 destinations in over 120 countries.
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. Royal Caribbean was founded in 1968 as a partnership.
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. The Company was founded in 1968 as a partnership.
The year ended December 31, 2021 does not include July, August, and September 2021 statistics as Silversea Cruises' results of operations for those months are included within Other (expense) income in our consolidated statements of comprehensive income (loss) for the year ended December 31, 2021.
The year ended December 31, 2021 does not include July, August, and September 2021 statistics as Silversea's results of operations for those months are included within Other (expense) income in our consolidated statements of comprehensive income (loss) for the year ended December 31, 2021.
The following table presents summary information concerning ships that we expect will be in our fleet in 2025 under our Global Brands and Partner Brands.
The following table presents summary information concerning ships that we expect will be in our fleet in 2026 under our Global Brands and Partner Brands.
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.
In addition, the Crown & Anchor Society, Captain’s Club and Venetian Society members all benefit from our loyalty status match program, where membership in one program qualifies for the equivalent tier in each of the sister brands.
In addition to providing an overview on our sustainability efforts, the report references the guidelines of the Global Reporting Initiative and is aligned with the Sustainability Accounting Standards Boards Industry Standards for Cruise Lines. We continue to advance our reporting following the recommendations of the Task Force on Climate Related Financial Disclosures (TCFD).
In addition to providing an overview on our sustainability efforts, the sustainability report references the guidelines of the Global Reporting Initiative and is aligned with the Sustainability Accounting Standards Boards Industry Standards for Cruise Lines. We continue to use the recommendations of the Task Force on Climate Related Financial Disclosures (TCFD) in preparing our report.
Under such laws and regulations, we are generally prohibited from discharging materials other than food waste and treated effluents into the waterways, while also reducing our emissions. We have made, and will continue to make, capital and other expenditures to comply with environmental laws and regulations.
Under such laws and regulations, we are generally prohibited from discharging materials other than food waste and treated effluents into the waterways, while also requiring us to reduce our emissions. We have made, and will continue to make, capital and other expenditures to comply with environmental laws and regulations.
This includes additional tools to assist our employees with managing their career development within Royal Caribbean Group. In 2024, our workforce invested approximately 3.2 million hours in learning programs across a variety of areas ranging from Ethics, Compliance, Business Software and Tools, Finance/Accounting, Professional development, Project Management, Cyber Security, Leadership and Safety/Security among others.
This includes additional tools to assist our employees with managing their career development within Royal Caribbean Group. In 2025, our workforce invested approximately 1.8 million hours in learning programs across a variety of areas ranging from Ethics, Compliance, Business Software and Tools, Finance/Accounting, Professional Development, Project Management, Cyber Security, Leadership and Safety/Security among others.
This includes equipping all of our new ships delivered since 2014 with Advanced Emissions Purification ("AEP") systems covering all engines and actively developing and installing AEP systems on the majority of our remaining fleet; resulting in 72% of our fleet being equipped with AEP systems.
This includes equipping all of our new ships delivered since 2014 with Advanced Emissions Purification ("AEP") systems covering all engines and actively developing and installing AEP systems on the majority of our remaining fleet; resulting in more than than 70% of our fleet being equipped with AEP systems.
If Section 883 were not available to our ship-owning subsidiaries, each such subsidiary would be subject to a special 4% tax on its U.S. source gross transportation income, if any, each year because it does not have a fixed place of business in the United States and its income is derived from the leasing of a ship.
If Section 883 were not available to our ship-owning subsidiaries that are corporations for U.S. federal income tax purposes, each such subsidiary would be subject to a special 4% tax on its U.S. source gross transportation income, if any, each year because it does not have a fixed place of business in the United States and its income is derived from the leasing of a ship.
We also have a dedicated committee of our Board of Directors, the Safety, Environment, Sustainability and Health Committee, which is responsible for reviewing and monitoring our overall strategies, policies and programs that impact the safety and health of our guests and crew.
We also have a dedicated committee of our Board of Directors ("Board"), the Safety, Environment, Sustainability and Health Committee, which is responsible for reviewing and monitoring our overall strategies, policies and programs that impact the safety and health of our guests and crew, as well as environmental and sustainability topics.
We continue to operate our Consumer Outreach department, which provides consumers 24-hour access to our vacation planners and customer service agents in our call centers, as well as invest in our websites, including mobile applications and mobile websites. We enable our guests to communicate and book with us through various channels such as phone, web, chat, text message, and/or email.
We continue to invest in our websites, including mobile applications and mobile websites as well as operate our Consumer Outreach department providing consumers access to our vacation planners and customer service agents in our call centers. We enable our guests to communicate and book with us through various channels such as phone, web, chat, text message, mobile app, and/or email.
In exchange for our involvement, we generally secure preferential berthing rights for our ships. Technological capabilities Technology is a pervasive part of virtually every business process we use to support our operating strategies and provide a quality experience to our customers before, during and after their vacation.
In exchange for our involvement, we generally secure preferential berthing rights for our ships. Technological capabilities Technology underpins virtually every business process we use to support our operating strategies and provide a quality experience to our customers before, during and after their vacation.
The expected delivery dates for all of our ships on order are subject to change due to events such as shipyard construction delays or agreed upon scope changes which impact the delivery timelines. See Part I. Item 1A. Risk Factors for further discussion on shipyard operations.
The expected delivery dates for all of our ships on order are subject to change due to events such as shipyard construction delays or agreed upon scope changes which impact the delivery timelines. See Part I. Item 1A.
We have developed and implemented enhancements to our reservations system that provide us and our travel partners with additional capabilities, making it easier to do business with us. Passenger ticket revenues accounted for approximately 70%, 69% and 66% of total revenues in 2024, 2023 and 2022, respectively.
We have developed and implemented enhancements to our reservations system that provide us and our travel partners with additional capabilities, making it easier to do business with us. Passenger ticket revenues accounted for approximately 70% of total revenues in 2025, 2024 and 2023.
Lake practiced as a corporate lawyer in leading law firms in New York and Miami. 21
Lake practiced as a corporate lawyer in leading law firms in New York and Miami. 22
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 generally ranging from three to 18 nights. 2 Celebrity Cruises operates 14 ships with an aggregate capacity of approximately 35,650 berths.
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 generally ranging from three to 18 nights. Celebrity Cruises operates 15 ships with an aggregate capacity of approximately 38,900 berths.
Celebrity Cruises Inc., and Silversea Cruises Ltd., conduct a trade or business in the United States, Royal Caribbean Cruises Ltd., Celebrity Cruises Inc., and Silversea Cruises Ltd., would be taxable at regular corporate rates on our separate company taxable income (i.e., without regard to the income of our ship-owning subsidiaries) on income which is effectively connected with our U.S. trade or business (generally only income from U.S. sources).
Celebrity Cruises Inc., and Silversea Cruises LLC, conduct a trade or business in the United States, Royal Caribbean Cruises Ltd., Celebrity Cruises Inc., and Silversea Cruises LLC, would be taxable at regular corporate rates on our separate company taxable income (i.e., without regard to the income of our ship-owning subsidiaries that are corporations for U.S. federal income tax purposes) on income which is effectively connected with our U.S. trade or business (generally only income from U.S. sources).
In the opinion of our U.S. tax counsel, Faegre Drinker Biddle & Reath LLP, based upon and subject to the representations, assumptions, legal authorities and limitations set forth in that opinion, Royal Caribbean Cruises Ltd., Celebrity Cruises Inc., Silversea Cruises Ltd., and relevant ship-owning subsidiaries with U.S. source shipping income qualify for the benefits of Section 883 because Royal Caribbean Cruises Ltd. and each of those subsidiaries are incorporated in Liberia, which is a qualifying country, and our common stock is primarily and regularly traded on an established securities market in the United States (i.e., we are a “publicly traded” corporation).
In the opinion of our U.S. tax counsel, Faegre Drinker Biddle & Reath LLP, based upon and subject to the representations, assumptions, legal authorities and limitations set forth in that opinion, Royal Caribbean Cruises Ltd., Celebrity Cruises Inc., Silversea Cruises LLC, and our other subsidiaries with U.S. source shipping income qualify for the benefits of Section 883 because Royal Caribbean Cruises Ltd. and each of those 19 subsidiaries that are corporations (or treated such for U.S. federal income tax purposes) are incorporated in Liberia, which is a qualifying country, and our common stock is primarily and regularly traded on an established securities market in the United States (i.e., we are a “publicly traded” corporation).
In total, our workforce completed approximately 4.1 million courses within our learning management systems. We run our employee pulse surveys periodically to understand and positively impact our employees’ experience. In 2024, our shoreside employee engagement scores remained high and above most global industry benchmarks.
In total, our workforce completed approximately 2.8 million courses within our learning management systems. We run our employee pulse surveys periodically to understand and positively impact our employees’ experience. In 2025, our shoreside employee engagement scores remained high and above most global industry benchmarks.
We have obtained the relevant international compliance certificates relating to oil, sewage, air pollution prevention and ballast water for all of our ships. International Regulations: Sulfur Emissions The MARPOL Regulations imposed reduced global limitations on the sulfur content of emissions emitted by ships operating worldwide to 0.5% as of January 1, 2020.
We have obtained the relevant international compliance certificates relating to oil, sewage, air pollution prevention and ballast water for all of our ships. International Regulations: Sulfur Emissions The MARPOL Regulations impose global limitations on the sulfur content of emissions emitted by ships operating worldwide to 0.5%.
We strive to maintain a work environment that reinforces collaboration, motivation and innovation, and believe that maintaining a strong employee-focused culture is beneficial to the growth and expansion of our business. We foster belonging and trust and respect for all among our broad employee base. Refer to the Human Capital section below for further information.
We strive to maintain a work environment that reinforces collaboration, motivation and innovation, and believe that maintaining a strong employee-focused culture is beneficial to the growth and expansion of our business. We foster belonging, trust and respect for all among our broad employee base.
We review our human capital strategy with the Talent and Compensation Committee of our Board of Directors on a regular basis. As of December 31, 2024, our three global cruise brands employed approximately 106,000 employees spanning across our shipboard fleet and shoreside locations. Our shoreside workforce, including private destinations, consisted of approximately 10,800 full time and 50 part-time employees.
We review our human capital strategy with the Talent and Compensation Committee of our Board on a regular basis. As of December 31, 2025, our three global cruise brands employed approximately 108,000 employees spanning across our shipboard fleet and shoreside locations. Our shoreside workforce, including private destinations, consisted of approximately 11,400 full time and 50 part-time employees.
Passengers Carried, Passenger Cruise Days, Available Passenger Cruise Days and Occupancy reflect the impact of our suspension of operations during parts of 2020 and 2021 and the gradual resumption of full operations starting the second half of 2021 through the first half of 2022: Year Ended December 31, 2024 2023 2022 2021 (1)(3) 2020 (2) Passengers Carried 8,564,272 7,646,203 5,536,335 1,030,403 1,295,144 Passenger Cruise Days 54,844,780 49,549,127 35,051,935 5,802,582 8,697,893 Available Passenger Cruise Days (APCD) 50,552,731 46,916,259 41,197,650 11,767,441 8,539,903 Occupancy 108.5% 105.6% 85.1% 49.3% 101.9% ___________________________________________________________________ (1) Due to the elimination of the Silversea Cruises three-month reporting lag in October of 2021, we include Silversea Cruises' metrics from October 1, 2020 through June 30, 2021 and October 1 through December 31, 2021 in the year ended December 31, 2021.
Passengers Carried, Passenger Cruise Days, Available Passenger Cruise Days and Occupancy reflect the impact of our suspension of operations during parts of 2021 and the gradual resumption of full operations starting the second half of 2021 through the first half of 2022: 12 Year Ended December 31, 2025 2024 2023 2022 2021 (1)(2) Passengers Carried 9,446,010 8,564,272 7,646,203 5,536,335 1,030,403 Passenger Cruise Days 58,518,751 54,844,780 49,549,127 35,051,935 5,802,582 Available Passenger Cruise Days (APCD) 53,325,212 50,552,731 46,916,259 41,197,650 11,767,441 Occupancy 109.7% 108.5% 105.6% 85.1% 49.3% ___________________________________________________________________ (1) Due to the elimination of the Silversea three-month reporting lag in October of 2021, we include Silversea's metrics from October 1, 2020 through June 30, 2021 and October 1 through December 31, 2021 in the year ended December 31, 2021.
Environmental Protection Agency (“EPA”) with the authority to regulate incidental discharges from commercial vessels. Through the establishment of the Vessel General Permit ("VGP") in 2013, the EPA mandated standards for many of these discharges such as ballast water, bilge water, gray water, anti-fouling and more.
Federal and State Regulations: The Clean Water Act (“CWA”) provides the U.S. Environmental Protection Agency (“EPA”) with the authority to regulate incidental discharges from commercial vessels. Through the establishment of the Vessel General Permit ("VGP") in 2013, the EPA mandated standards for many of these discharges such as ballast water, bilge water, gray water, anti-fouling and more.
The agreement is contingent upon completion of certain conditions precedent including financing. Celebrity Cruises Celebrity Cruises is positioned within the premium segment of the vacation industry. Celebrity Cruises’ strategy is to target consumers by delivering a destination-rich experience on upscale ships that offer, among other things, excellent food and drink, elevated hospitality, world-class spaces and accommodations, and live entertainment.
Celebrity Cruises Celebrity Cruises is positioned within the premium segment of the vacation industry. Celebrity Cruises’ strategy is to target consumers by delivering a destination-rich experience on upscale ships that offer, among other things, excellent food 2 and drink, elevated hospitality, world-class spaces and accommodations, and live entertainment.
The global cruise industry carried approximately 36 million guests in 2024, 32 million cruise guests in 2023 and approximately 20 million in 2022. 3 The following table details the growth in global weighted average berths and the percentage of North American, European and Asia/Pacific cruise guests for 2024, 2023, 2022 and for each of the two years prior to the 2020 suspension of global cruise operations (in millions, except berth data): Supply of Berths Industry Cruise Guests Year (1) Weighted-Average Global Supply (2) Royal Caribbean Group (3) Global (2) North American (2)(4) Europe (2)(5) Asia/Pacific (2)(6) Other (2) 2018 546,000 135,520 29 49% 26% 20% 5% 2019 579,000 141,570 30 47% 25% 24% 4% 2022 634,000 150,005 20 65% 29% 2% 4% 2023 650,000 157,575 32 63% 27% 6% 4% 2024 706,000 163,200 36 63% 26% 7% 4% ___________________________________________________________________ (1) Historically, we have reported annual information for comparability across periods.
The following table details the growth in global weighted average berths and the percentage of North American, European and Asia/Pacific cruise guests for 2025, 2024, 2023, 2022, and for 2019, the year prior to the 2020 suspension of global cruise operations (in millions, except berth data): Supply of Berths Industry Cruise Guests Year (1) Weighted-Average Global Supply (2) Royal Caribbean Group (3) Global (2) North American (2)(4) Europe (2)(5) Asia/Pacific (2)(6) Other (2) 2019 579,000 141,570 30 47% 25% 24% 4% 2022 634,000 150,005 20 65% 29% 2% 4% 2023 650,000 157,575 32 63% 27% 6% 4% 2024 706,000 163,200 35 63% 26% 7% 4% 2025 725,000 174,600 37 62% 25% 8% 5% ___________________________________________________________________ (1) Historically, we have reported annual information for comparability across periods.
As of December 31, 2024, there were approximately 50 ships on order with an estimated 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.
As of December 31, 2025, there were approximately 47 ships on order with an estimated 113,000 berths that are expected to be placed in service in the global cruise market through 2029, not taking into account ships taken out of service or ordered during these periods.
The information contained on our website is not a part of any of these reports and is not incorporated by reference herein. Information About our Executive Officers As of February 14, 2025, our executive officers are: Name Age Position Jason T. Liberty 49 President and Chief Executive Officer Naftali Holtz 47 Chief Financial Officer Michael W.
The information contained on our website is not a part of any of these reports and is not incorporated by reference herein. Information About our Executive Officers As of February 11, 2026, our executive officers are: Name Age Position Jason T. Liberty 50 Chairman and Chief Executive Officer Naftali Holtz 48 Chief Financial Officer Michael W.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

36 edited+16 added−6 removed151 unchanged
Biggest changeOur dividend policy may change without notice and any payment of dividends in the future is subject to the discretion of our Board of Directors. Although we currently pay a quarterly cash dividend to holders of our common stock, we may change our dividend policy at any time.
Biggest changeAlthough we currently pay a quarterly cash dividend and we have adopted a share repurchase program, we are not obligated to pay cash dividends or to repurchase a specified number or dollar value of shares under share repurchase program or at all. The declaration and payment of any future dividends is at the discretion of our Board of Directors.
We believe that most of our income (including that of our subsidiaries) is derived from or incidental to the international operation of ships. Our ability to rely on Section 883 could be challenged or could change in the future. Provisions of the Internal Revenue Code, including Section 883, are subject to legislative change at any time.
We believe that most of our income (including that of our subsidiaries) is derived from or incidental to the international operation of ships. Our ability to rely on Section 883 could be challenged or could change in the future. The provisions of the Internal Revenue Code, including Section 883, are subject to legislative change at any time.
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.
In any 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.
Further, any changes to laws or regulations, including new restrictions or requirements applicable to our business, or an increase in enforcement of existing laws and regulations, could expose us to additional costs and liability and could limit our use and disclosure of such information.
Further, any changes to laws or regulations, including new restrictions or requirements applicable to our business, or an increase in enforcement of existing laws and regulations, could expose us to additional costs and liability and could limit our use of such information.
Disease outbreaks and an increase in concern about the risk of illness could adversely impact our business and results of operations, and may cause significant disruptions, create new risks, and exacerbate existing risks.
Disease outbreaks or an increase in concern about the risk of illness could adversely impact our business and results of operations, and may cause significant disruptions, create new risks, and exacerbate existing risks.
These cyber attacks can vary in scope and intent from attacks with the objective of compromising our systems, networks, and communications for economic gain or with the objective of disrupting, disabling or otherwise compromising our maritime and/or shoreside operations.
These attacks can vary in scope and intent from attacks with the objective of compromising our systems, networks, and communications for economic gain or with the objective of disrupting, disabling or otherwise compromising our maritime and/or shoreside operations.
While we continue to evolve our cyber security practices in line with our business’ reliance on technology and the changing external threat landscape, and we invest time, effort and financial resources to secure our systems, networks and communications, our security measures cannot provide absolute assurance that we will be successful in preventing or defending from all cyber security attacks or incidents impacting our operation.
While we continue to evolve our cybersecurity practices in line with our business’ reliance on technology and the changing external threat landscape, and we invest time, effort and financial resources to secure our systems, networks and communications, our security measures cannot provide absolute assurance that we will be successful in preventing or defending from all cybersecurity attacks or incidents impacting our operation.
While some of these claims are covered by insurance, we cannot be certain that all of them will be, which could have an adverse impact on our financial condition or results of operations. 22 Item 1B. Unresolved Staff Comments None.
While some of these claims are covered by insurance, we cannot be certain that all of them will be, which could have an adverse impact on our financial condition or results of operations. 23 Item 1B. Unresolved Staff Comments None.
In addition, substantial or repeated information system failures, computer viruses or cyber attacks impacting our shoreside or shipboard operations could adversely impact our business. We do not generally carry business interruption insurance for our shoreside or shipboard operations or our information systems.
In addition, substantial or repeated information system failures, computer viruses or cybersecurity attacks impacting our shoreside or shipboard operations could adversely impact our business. We do not generally carry business interruption insurance for our shoreside or shipboard operations or our information systems.
As a result, an increase in market interest rates would increase our interest expense and our debt service obligations. As of December 31, 2024, we had approximately $1.6 billion of indebtedness that bears interest at variable rates, which is net of our interest rate swap agreements. This amount represented approximately 7.7% of our total indebtedness.
As a result, an increase in market interest rates would increase our interest expense and our debt service obligations. As of December 31, 2025, we had approximately $1.6 billion of indebtedness that bears interest at variable rates, which is net of our interest rate swap agreements. This amount represented approximately 7.4% of our total indebtedness.
Past or pending business acquisitions or potential acquisitions that we may decide to pursue in the future carry inherent risks which could adversely impact our financial performance and condition.
Past or potential acquisitions that we may decide to pursue in the future carry inherent risks which could adversely impact our financial performance and condition.
As of December 31, 2024, approximately 88% of our shipboard employees were covered by collective bargaining agreements. A dispute under our collective bargaining agreements could result in a work stoppage of those employees covered by the agreements. We may not be able to satisfactorily or favorably renegotiate these collective bargaining agreements when they expire.
As of December 31, 2025, approximately 87% of our shipboard employees were covered by collective bargaining agreements. A dispute under our collective bargaining agreements could result in a work stoppage of those employees covered by the agreements. We may not be able to satisfactorily or favorably renegotiate these collective bargaining agreements when they expire.
The frequency and sophistication of, and methods used to conduct, these attacks, have increased over time. A successful cyber security attack may target us directly, or it may be the result of a third party’s inadequate care, or resulting from vulnerabilities in licensed software.
The frequency and sophistication as well as the methods used to conduct these attacks, have increased over time. A successful cybersecurity attack may target us directly, or it may be the result of a third party’s inadequate care, or resulting from vulnerabilities in licensed software.
These technologies and systems require significant investment and must be refined, updated, upgraded and/or replaced with more advanced systems in order to continue to meet our customers’ demands and expectations, to operate in an interconnected business world, as well as to conduct our business operations effectively.
These technologies and systems require significant investment and must be refined, updated, upgraded and/or replaced with more advanced capabilities in order to continue to meet our customers’ demands and expectations, to operate in an interconnected business world, as well as to conduct our business operations effectively availing ourselves of technological advances.
To the extent the United Kingdom tonnage tax laws change or we do not continue to meet the applicable qualification requirements or if tax treaties are changed or revoked, we may be required to pay higher income tax in these jurisdictions, adversely impacting our results of operations.
To the extent the U.K. tonnage tax laws change, or we do not continue to meet the applicable qualification requirements, we may be required to pay higher income tax in the United Kingdom, adversely impacting our results of operations.
As of December 31, 2024, a hypothetical 1% increase in prevailing interest rates would increase our forecasted 2025 interest expense by approximately $14.8 million.
As of December 31, 2025, a hypothetical 1% increase in prevailing interest rates would increase our forecasted 2026 interest expense by approximately $12.3 million.
This could include failures of banks or other financial service companies to fund required borrowings under our loan agreements or to pay us amounts that may become due or return collateral that is refundable under our interest rate derivative instruments or other agreements.
This could include failures of banks or other financial service companies to fund required borrowings under our loan agreements or to pay us amounts that may become due.
The provisions of the Business Corporation Act of Liberia resemble provisions of the corporation laws of a number of states in the U.S. However, there are very few judicial cases in Liberia interpreting the Business Corporation Act.
Our corporate affairs are governed by our Articles of Incorporation and By-Laws and by the Business Corporation Act of Liberia. The provisions of the Business Corporation Act of Liberia resemble provisions of the corporation laws of a number of states in the U.S. However, there are very few judicial cases in Liberia interpreting the Business Corporation Act.
As of December 31, 2024, a total of 50 new ships with approximately 116,500 berths were on order for delivery through 2028 in the cruise industry, including six ships currently scheduled to be delivered to our Global and Partner Brands.
As of December 31, 2025, a total of 47 new ships with approximately 113,000 berths were on order for delivery through 2029 in the cruise industry, including twelve ships currently scheduled to be delivered to our Global and Partner Brands.
In addition, we may be unable to execute our attempts to expand our business. There can be no assurance that these business expansion efforts will develop as anticipated or that we will succeed, and if we do not, we may be unable to recover our investment, which could adversely impact our business, financial condition and results of operations.
There can be no assurance that these business expansion efforts will develop as anticipated or that we will succeed, and if we do not, we may be unable to recover our investment and otherwise may experience an adverse impact on our business, financial condition and results of operations.
Significant capital investments and other expenditures could be required to remedy the problem and prevent future breaches, including costs associated with additional security technologies, personnel, experts and credit monitoring services for those whose data has been breached.
Significant capital investments and other expenditures could be required to remedy the problem and prevent future breaches, including costs associated with additional security technologies, personnel, experts and credit monitoring services for those whose data has been impacted. Litigation, enforcement actions, fines or penalties could adversely impact our financial condition or results of operations and/or damage our reputation.
If we are unable to keep pace with developments, design, and implementation in technology , our operations or competitive position could become impaired. Our business continues to demand the use of sophisticated technology and systems.
If we are unable to keep pace with developments, design, and implementation in technology , our operations or competitive position could become impaired. Our use of emerging technologies, including artificial intelligence, may present business, compliance and reputational risks.
We opportunistically seek to grow our business through, among other things, expansion into new destinations or source markets and establishment of new ventures complementary to our current offerings. These attempts to expand our business increase the complexity of our business, require significant levels of investment and can strain our management, personnel, operations and systems.
We opportunistically seek to grow our business through, among other things, expansion into new destinations or source markets and establishment of new ventures complementary to our current offerings.
Significant disruptions or contractions in the industry could reduce the number of travel advisors available for us to market and sell our cruises, which could have an adverse impact on our financial condition and results of operations. Business activities that involve our co-investments with third parties may subject us to additional risks.
In addition, the travel advisor community is sensitive to economic conditions that impact discretionary income of consumers. Significant disruptions or contractions in the industry could reduce the number of travel advisors available for us to market and sell our cruises, which could have an adverse impact on our financial condition and results of operations.
A change in our tax status under the U.S. Internal Revenue Code, or other jurisdictions, may have adverse effects on our results of operations. 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.
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.
If we are unable to do so in a timely manner or within reasonable cost parameters, if there are any disruptions, delays or deficiencies in design or if we are unable to appropriately and timely train our employees to operate any of these new systems, our business could suffer.
If we are unable to adopt new technology or systems in a timely manner or within reasonable cost parameters, if there are any disruptions, delays or deficiencies in design, development, or implementation of such systems, or if we do not achieve the benefits that we anticipate from any new technology or system, our business and results of operations could suffer.
Compliance and Regulatory Risks Changes in U.S. or other countries’ foreign travel policy have affected, and may continue to affect our results of operations.
In addition, we cannot guarantee that our share repurchase program will be fully consummated or that it will enhance long-term shareholder value. Compliance and Regulatory Risks Changes in U.S. or other countries’ foreign travel policy have affected, and may continue to affect our results of operations.
In the regular course of business, we collect employee, customer, and other third-party data, including personally identifiable information, personal health data and individual payment data, for various business purposes. Although we have policies and procedures in place to safeguard such sensitive information, this information has been and could be subject to cyber security attacks and the aforementioned risks.
We are also subject to various risks associated with the collection, handling, storage, and transmission of sensitive information. In the regular course of business, we collect employee, customer, and other third-party data, including personally identifiable information, personal health data and individual/business payment data, for various business purposes.
We rely on travel advisors to generate bookings for our global brands. Accordingly, we must maintain competitive commission rates and incentive structures. If we fail to offer competitive compensation packages or fail to maintain our relationships, these agencies may be incentivized to sell cruises offered by our competitors, which could adversely impact our operating results.
If we fail to offer competitive compensation packages or fail to maintain our relationships, these agencies may be incentivized to sell cruises offered by our competitors, which could adversely impact our operating results. Our reliance on third-party sellers is particularly pronounced in certain markets.
We are not a U.S. corporation and, as a result, our shareholders may be subject to the uncertainties of a foreign legal system in protecting their interests. Our corporate affairs are governed by our Articles of Incorporation and By-Laws and by the Business Corporation Act of Liberia.
In addition, in the jurisdictions in which we operate, we may be subject to changes in our existing tax treatment or other tax reform, as well as increased tax audits. We are not a U.S. corporation and, as a result, our shareholders may be subject to the uncertainties of a foreign legal system in protecting their interests.
A failure to adopt the appropriate technology, or a failure or obsolescence in the technology that we have adopted, could adversely affect our results of operations. 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. We are subject to cyber security attacks.
We are exposed to cybersecurity attacks and data breaches and the risks and costs associated with protecting our systems and maintaining data integrity and security. We are subject to cybersecurity attacks.
We have also invested, either directly or indirectly through joint ventures and partnerships, in a growing portfolio of key land-based projects including port and terminal facilities, private destinations and multi-brand destination projects. These investments can increase our exposure to certain key risks depending on the scope, location, and the ownership and management structure of these projects.
We have also invested, and may in the future continue to opportunistically invest, either directly or indirectly through joint ventures and partnerships, in a growing portfolio of key land-based projects, including port and terminal facilities and private destination projects in several jurisdictions such as Mexico and the Bahamas.
In addition, we are subject to federal, state, and international laws relating to the collection, use, retention, security and transfer of personally identifiable information, personal health data and individual payment data. Those laws include, among others, the European Union General Data Protection Regulation and similar state agencies that impose additional cyber security requirements.
Those laws include, among others, the European Union General Data Protection Regulation and similar state agencies that impose additional data privacy and protection requirements.
Furthermore, responding to such an attack and mitigating the risk of future attacks could result in additional operating and capital costs in technology, personnel, monitoring and other investments. We are also subject to various risks associated with the collection, handling, storage, and transmission of sensitive information.
Additionally, data security breaches where we or our vendors fail to detect and appropriately respond may expose us to government enforcement actions and private litigation. Furthermore, responding to such an attack and mitigating the risk of future attacks could result in additional operating and capital costs in technology, personnel, monitoring and other investments.
Additionally, portions of our business are operated by companies that are within the United Kingdom tonnage tax regime. Further, some of our operations are conducted in jurisdictions where we rely on tax treaties to provide exemption from taxation.
Further, some of our operations are conducted in jurisdictions (including the U.S.) where we rely on tax treaties to provide an exemption from or reduction in taxation. To the extent tax treaties are changed or revoked, we may be required to pay higher income tax in these jurisdictions, adversely impacting our results of operations.
These risks include susceptibility to weather events, exposure to local political/regulatory developments and policies, logistical challenges and human resource and labor risks and safety, environmental, and health risks. Our reliance on travel advisors to sell and market our cruises exposes us to certain risks which could adversely impact our business.
Our reliance on travel advisors to sell and market our cruises exposes us to certain risks which could adversely impact our business. We rely on travel advisors to generate bookings for our global brands. Accordingly, we must maintain competitive commission rates and incentive structures.
Removed
Our reliance on third-party sellers is particularly pronounced in certain markets. In addition, the travel advisor community is sensitive to economic conditions that impact discretionary income of consumers.
Added
These projects increase the complexity of our business and require significant levels of investment to develop. In addition, we face greater exposure to certain key risks depending on the scope, location, and the ownership and management structure of these projects.
Removed
The decision to declare and pay dividends on our 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.
Added
Development activities may be delayed or adversely affected by construction challenges, supply chain disruptions, weather events, labor availability, environmental or site-specific conditions, and delays in obtaining or maintaining permits, any of which could adversely affect our ability to complete our projects as planned.
Removed
The Organization for Economic Co-operation and Development (OECD) issued Pillar Two model rules (“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 financial statements could be material.
Added
We may also face opposition or challenges from non-governmental organizations (NGOs), community groups, or other stakeholders, including claims related to environmental impact, cultural heritage, or land use. Such challenges may result in litigation, administrative proceedings, reputational harm, or additional compliance costs.
Removed
In addition, as budgetary constraints may adversely impact fiscal policy in the jurisdictions in which we operate, we may be subject to changes in our existing tax treatment or other tax reform, as well as increased tax audits.
Added
Once operational, these projects are also subject to ongoing regulatory, labor and political risks in foreign jurisdictions, including changes in government policies, tax or regulatory regimes, any of which could disrupt operations or increase costs. These projects can also strain our management, personnel, operations and systems.
Removed
We also may not achieve the benefits that we anticipate from any new technology or system, which could impair our operating results. We may be unable to procure appropriate technology in a timely manner or we may incur significant costs in doing so.
Added
Business activities that involve our co-investments with third parties may subject us to additional risks.
Removed
Further, if we or our vendors experience significant data security breaches or fail to detect and appropriately respond to significant data security breaches, we could be exposed to government enforcement actions and private litigation. Litigation, enforcement actions, fines or penalties could adversely impact our financial condition or results of operations and/or damage our reputation.
Added
There can be no assurance that we will declare or pay dividends in the future or that we will repurchase shares pursuant to our share repurchase program consistent with historical amounts or at all.
Added
The level of dividends and amount, timing, and purchases under our share repurchase program, if any, are influenced by many factors and may fluctuate based on our operating results, cash flows, and priorities for the use of cash, and the market price of common stock.
Added
A change in our tax status under the United Kingdom tonnage tax, the U.S. Internal Revenue Code, or other jurisdictions, may have adverse effects on our results of operations. From 2026 onwards, substantially all of our ships will be operated by companies that are within the United Kingdom tonnage tax regime (“U.K. tonnage tax”).
Added
To the extent the OECD “International Shipping Income” exclusion tax laws (and associated guidance) change, or we do not continue to meet the applicable qualifications, we may be required to pay higher Global Minimum Tax in the United Kingdom (or other jurisdictions), adversely impacting our results of operations.
Added
The Company depends on technology and automated systems, including emerging technologies, such as artificial intelligence (“AI”), to operate its business, including but not limited to, computerized reservation systems, ship operations and crew scheduling systems, shipboard internet services, cloud-based technologies, technical and business operations systems and commercial websites and applications, including our mobile app.
Added
Additionally, a failure to adopt the appropriate technology, or a failure or obsolescence in the existing technology that we have adopted, could adversely affect our business or results of operations.
Added
As global technology‑related regulatory frameworks continue to evolve, our use of these technologies may subject us to additional compliance obligations, including restrictions on the usage of certain technologies or additional requirements on data usage and transparency.
Added
Compliance with these regulations could increase our compliance costs, expose us to regulatory enforcement or legal liability, constrain our ability to implement or expand technology‑based solutions, or otherwise affect the timing and effectiveness of our initiatives.
Added
In addition, emerging technologies may not always perform as intended, may generate inaccurate outputs, or may depend on third‑party systems that we do not control.
Added
Any such operational deficiencies could impair the performance of systems that support key business functions, disrupt guest‑facing experiences, or subject us to legal liability, which could adversely affect our business, reputation, financial condition, or results of operations.
Added
Although we have policies and procedures in place to safeguard such sensitive information, this information has been and could be subject to cybersecurity attacks and the aforementioned risks. In addition, we are subject to federal, state, and international laws relating to the collection, use, retention, security and transfer of personally identifiable information, personal health data and individual payment data.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeRisk Factors - "We are exposed to cyber security attacks and data breaches and the risks and costs associated with protecting our systems and maintaining data integrity and security." Governance Our cybersecurity program is led by our Chief Information Officer (CIO) and the Chief Information Security Officer (CISO).
Biggest changeRisk Factors - " We are exposed to cybersecurity attacks and data breaches and the risks and costs associated with protecting our systems and maintaining data integrity and security ." Governance Our cybersecurity program is led by our Chief Information Officer (CIO) and the Chief Information Security Officer (CISO).
These processes include prompt communication of certain cybersecurity incidents to the Company’s executives, internal committees and the Board as needed, so that any needed external reporting can be made by management and the Board in a timely manner. Our policies require each of our employees and crew members to contribute to our data security efforts.
These processes include prompt communication of certain cybersecurity incidents to the Company’s executives, internal committees and the Board as needed, so that any needed disclosures can be made by management and the Board in a timely manner. Our policies require each of our employees and crew members to contribute to our data security efforts.
Our cybersecurity program is based on recognized best practices and standards for cybersecurity, such as the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework. We conduct regular third-party assessments of our cyber risk management program, and also conduct a periodic assessment of cybersecurity risk as part of broader enterprise risk management (ERM).
Our cybersecurity program is informed by recognized best practices and standards for cybersecurity, such as the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework. We conduct regular third-party assessments of our cyber risk management program, and also conduct a periodic assessment of cybersecurity risk as part of broader enterprise risk management (ERM).
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 23 framework. This also helps ensure that the highest levels of management are kept abreast of our cybersecurity posture and potential risks.
The CISO regularly informs our internal Disclosure Committee, Chief Financial Officer, and our Chairman and Chief Executive Officer of cybersecurity risks and incidents as per our internal cyber risk 24 framework. This also helps ensure that the highest levels of management are kept abreast of our cybersecurity posture and potential risks.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe also operate two private destinations which we utilize as ports-of-call on certain itineraries: (i) an island we own in the Bahamas that we call CocoCay; and (ii) Labadee, a secluded peninsula that we lease on the north coast of Haiti.
Biggest changeWe also operate three exclusive private destinations which we utilize as ports-of-call on certain itineraries: (i) an island we own in the Bahamas that we call Perfect Day at CocoCay; (ii) Labadee, a secluded peninsula that we lease on the north coast of Haiti; and (iii) Paradise Island, the first Royal Beach Club in the Bahamas, which opened in December 2025.
We also lease a number of other offices in the U.S. and throughout Europe, Asia, Mexico, South America and Australia to administer our brand operations globally. We believe that our facilities are adequate for our current needs and that we are capable of obtaining additional facilities as necessary.
We also lease a number of other offices in the U.S. and throughout Europe, Asia, Mexico, South America, Caribbean and Australia to administer our brand operations globally. We believe that our facilities are adequate for our current needs and that we are capable of obtaining additional facilities as necessary.
Item 2. Properties 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 - Cruise Ships and Itineraries section in Item 1 . Business .
Item 2. Properties Information about our cruise ships, including their size, may be found within the Operating Strategies - Delivery of state-of-the-art vessels, and fleet upgrade and maintenance section and the Operations - Cruise Ships and Itineraries section in Item 1 . Business .

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe 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.
Biggest changeWe 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 4. Mine Safety Disclosures None. 25 PART II
The plaintiff has the right to petition the United States Supreme Court for a writ of certiorari. 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.
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). In addition, we are routinely involved in claims typical within the cruise vacation industry.
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).
Added
The plaintiff petitioned the United States Supreme Court for a writ of certiorari, which was granted on October 3, 2025.
Added
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.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

110 edited+18 added−36 removed66 unchanged
Biggest changeCertain amounts may not add due to use of rounded numbers): Year Ended December 31, 2024 2023 2022 Net Income (Loss) attributable to Royal Caribbean Cruises Ltd. $ 2,877 $ 1,697 $ (2,156) Loss on extinguishment of debt (1) 463 121 94 Litigation loss contingency (2) (124) — 130 Impairment and credit losses (3) 9 8 1 Equity investment impairment, recovery of losses and other (1) 12 — Restructuring charges and other initiatives expense 10 5 12 Amortization of Silversea Cruises intangible assets resulting from the Silversea Cruises acquisition (4) 6 6 6 PortMiami tax on sale of noncontrolling interest (5) (3) 7 — Silver Whisper deferred tax liability release (6) — (26) — Gain on sale of controlling interest (7) — (3) — Adjusted Net Income (Loss) attributable to Royal Caribbean Cruises Ltd. $ 3,237 $ 1,827 $ (1,913) Basic: Earnings (Loss) per Share $ 11.00 $ 6.63 $ (8.45) Adjusted Earnings (Loss) per Share $ 12.38 $ 7.14 $ (7.50) Diluted: Earnings (Loss) per Share (8) $ 10.94 $ 6.31 $ (8.45) Adjusted Earnings (Loss) per Share (9) $ 11.80 $ 6.77 $ (7.50) Weighted-Average Shares Outstanding: Basic 261 256 255 Diluted 279 283 255 (1) For 2024, includes $119 million of inducement expense related to the partial settlement of our 6.00% convertible notes due 2025.
Biggest changeCertain amounts may not add or calculate due to the use of rounded numbers): Year Ended December 31, 2025 2024 2023 Net Income attributable to Royal Caribbean Cruises Ltd. $ 4,268 $ 2,877 $ 1,697 Loss on extinguishment of debt and inducement expense (1) 16 463 121 Restructuring charges and other initiatives expenses (2) 8 10 5 Amortization of Silversea intangible assets resulting from the Silversea acquisition (3) 6 6 6 Gain on sale of noncontrolling interest (4) (11) — — Equity investment impairment, (recovery) of losses and other (1) (1) 12 Litigation loss contingency (5) — (124) — Impairment and credit losses (6) — 9 8 PortMiami tax on sale of noncontrolling interest (7) — (3) 7 Gain on sale of controlling interest (8) — — (3) Silver Whisper deferred tax liability release (9) — — (26) Adjusted Net Income attributable to Royal Caribbean Cruises Ltd. $ 4,286 $ 3,237 $ 1,827 Basic: Earnings per Share $ 15.75 $ 11.00 $ 6.63 Adjusted Earnings per Share $ 15.81 $ 12.38 $ 7.14 Diluted: Earnings per Share (10) $ 15.61 $ 10.94 $ 6.31 Adjusted Earnings per Share (11) $ 15.64 $ 11.80 $ 6.77 Weighted-Average Shares Outstanding: Basic 271 261 256 Diluted 274 279 283 (1) For 2025 and 2024, includes $10 million and $119 million, respectively, of inducement expense related to the settlements of our 6.00% convertible notes due 2025.
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, 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).
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).
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.
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 34 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.
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 32 • 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.
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.
In July 2024, we amended all of our export credit facilities to eliminate the contractual requirement for us to maintain a minimum level of stockholders' equity. As of December 31, 2024, we were in compliance with our financial covenants and we estimate that we will be in compliance for at least the next twelve months.
In July 2024, we amended all of our export credit facilities to eliminate the contractual requirement for us to maintain a minimum level of stockholders' equity. As of December 31, 2025, we were in compliance with our financial covenants and we estimate that we will be in compliance for at least the next twelve months.
If circumstances cause us to change our assumptions in making determinations as to whether ship 29 improvements should be capitalized, the amounts we expense each year as repairs and maintenance costs could increase, partially offset by a decrease in depreciation expense.
If circumstances cause us to change our assumptions in making determinations as to whether ship improvements should be capitalized, the amounts we expense each year as repairs and maintenance costs could increase, partially offset by a decrease in depreciation expense.
A reconciliation of Net Income (Loss) 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.
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.
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.
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 36 predictable changes which affect our business.
Accordingly, we estimate the fair value of a reporting unit and an indefinite-life intangible asset using an expected present value technique. Royal Caribbean Reporting Unit During the fourth quarter of 2024, we performed a qualitative analysis as part of our annual impairment review of the Royal Caribbean reporting unit.
Accordingly, we estimate the fair value of a reporting unit and an indefinite-life intangible asset using an expected present value technique. Royal Caribbean Reporting Unit During the fourth quarter of 2025 and 2024, we performed a qualitative analysis as part of our annual impairment review of the Royal Caribbean reporting unit.
We have discussed these accounting policies and estimates with the audit committee of our board of directors. We believe our critical accounting policies and estimates are as follows: Ship Accounting Ships represent our most significant assets and are stated at cost less accumulated depreciation and amortization.
We have discussed these accounting policies and estimates with the audit committee of our Board. We believe our critical accounting policies and estimates are as follows: Ship Accounting Ships represent our most significant assets and are stated at cost less accumulated depreciation and amortization.
Passenger Cruise Days ("PCD") represent the number of passengers carried for the period multiplied by the number of days of their respective cruises. Return on Invested Capital ("ROIC") represents Adjusted Operating Income (Loss) divided by Invested Capital.
Passenger Cruise Days ("PCD") represent the number of passengers carried for the period multiplied by the number of days of their respective cruises. Return on Invested Capital ("ROIC") represents Adjusted Operating Income divided by Invested Capital.
Overview The discussion and analysis of our financial condition and results of operations is organized to present the following: • a review of our critical accounting policies and estimates and 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 year ended December 31, 2024 compared to the same period in 2023; and • a discussion of our liquidity and capital resources, including our future capital and material cash requirements and potential funding sources.
Overview The discussion and analysis of our financial condition and results of operations is organized to present the following: • a review of our critical accounting policies and estimates and 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 year ended December 31, 2025 compared to the same period in 2024; and • a discussion of our liquidity and capital resources, including our future capital and material cash requirements and potential funding sources.
Fair Value Measurements and Derivative Instruments and Note 17. Commitments and Contingencies to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data . As of December 31, 2024, we anticipate overall full year capital expenditures, based on our existing ships on order, will be approximately $5 billion for 2025.
Fair Value Measurements and Derivative Instruments and Note 17. Commitments and Contingencies to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data . As of December 31, 2025, we anticipate overall full year capital expenditures, based on our existing ships on order, will be approximately $5 billion for 2026.
The principal assumptions used in the discounted cash flow model for our 2024 impairment assessment consisted of: • Forecasted revenues per available passenger cruise day; • Occupancy rates from existing vessels; • Vessel operating expenses; • Terminal growth rate; and • Weighted average cost of capital (i.e., discount rate).
The principal assumptions used in the discounted cash flow model for our 2025 impairment assessment consisted of: • Forecasted revenues per available passenger cruise day; • Occupancy rates from existing vessels; • Vessel operating expenses; • Terminal growth rate; and • Weighted average cost of capital (i.e., discount rate).
The principal assumptions used in the discounted cash flow model for our 2024 impairment assessment consisted of: • Forecasted revenues per available passenger cruise day; • Occupancy rates from existing vessels; • Terminal growth rate; • Royalty rate; and • Weighted average cost of capital (i.e., discount rate).
The principal assumptions used in the discounted cash flow model for our 2025 impairment assessment consisted of: • Forecasted revenues per available passenger cruise day; • Occupancy rates from existing vessels; • Terminal growth rate; • Royalty rate; and • Weighted average cost of capital (i.e., discount rate).
A reconciliation of Net Income (Loss) attributable to Royal Caribbean Cruises Ltd. to Adjusted Net Income (Loss) attributable to Royal Caribbean Cruises Ltd. is provided below under Results of Operations.
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.
For the 2024 period presented, w e 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.
For the 2025 period presented, w e calculate "Constant Currency" by applying the average for 2024 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.
As of December 31, 2024, 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. 47 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 December 31, 2025, 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. 49 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.
Additionally, for 2023, includes an $11 million impairment related to ceasing the use of certain real 40 estate assets in our shoreside operations. This amount is included in Marketing, selling and administrative expenses within our consolidated statements of comprehensive income (loss). (4) Represents gain on sale of controlling interest in cruise terminal facilities in Italy.
Additionally, for 2023, includes an $11 million impairment related to ceasing the use of certain real estate assets in our shoreside operations. This amount is included in Marketing, selling and administrative expenses within our consolidated statements of comprehensive income (loss). (3) For 2023, represents gain on sale of controlling interest in cruise terminal facilities in Italy.
These amounts are included in Other income (expense) in our consolidated statements of comprehensive income (loss). (6) Represents the release of the deferred tax liability subsequent to the execution of the bargain purchase option for the Silver Whisper. These amounts are included in Other (expense) income within our consolidated statements of comprehensive income (loss).
(9) Represents the release of the deferred tax liability subsequent to the execution of the bargain purchase option for the Silver Whisper. These amounts are included in Other income (expense) within our consolidated statements of comprehensive income (loss).
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, limit our net debt-to-capital ratio, and to maintain a minimum liquidity.
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.
A discussion of our results of operations, and sources and uses of cash for the year ended December 31, 2023 compared to the year ended December 31, 2022 is included in Part II. Item 7.
A discussion of our results of operations, and sources and uses of cash for the year ended December 31, 2024 compared to the year ended December 31, 2023 is included in Part II. Item 7.
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 December 31, 2024. Debt denominated in other currencies is calculated based on the applicable exchange rate at December 31, 2024.
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 December 31, 2025. Debt denominated in other currencies is calculated based on the applicable exchange rate at December 31, 2025.
Intangible Assets to 30 our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information on indefinite-life and finite-life intangible assets.
Intangible Assets to 32 our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information on indefinite-life and finite-life intangible assets.
The carrying value of goodwill attributable to our Silversea Cruises reporting unit was $509 million as of December 31, 2024 and 2023. During the fourth quarters of 2024 and 2023, we performed our annual impairment reviews of the Silversea Cruises trade name.
The carrying value of goodwill attributable to our Silversea reporting unit was $509 million as of December 31, 2025 and 2024. During the fourth quarters of 2025 and 2024, we performed our annual impairment reviews of the Silversea trade name.
These amounts are included in Other operating within our consolidated statements of comprehensive income (loss). 42 Adjusted Operating Income and ROIC, were calculated as follows: (in millions, except ROIC.
These amounts are included in Other operating within our consolidated statements of comprehensive income (loss). 44 Adjusted Operating Income and ROIC, are calculated as follows: (in millions, except ROIC.
For the periods presented, Net Cruise Costs and Net Cruise Costs Excluding Fuel excludes (i) impairment and credit losses; (ii) restructuring charges and other 34 initiatives expense; and (iii) the gain on sale of controlling interests. A reconciliation of Gross Cruise Costs to Net Cruise Costs and Net Cruise Costs Excluding Fuel is provided below under Results of Operations.
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 (i) restructuring charges and other initiatives expenses; (ii) impairment and credit losses; and (iii) gain on sale of controlling interest.
Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 202 3 , filed with the SEC on February 21, 2024 and is incorporated by reference into this Form 10-K. 28 Critical Accounting Policies and Estimates Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").
Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2024 , filed with the SEC on February 14, 2025 and is incorporated by reference into this Form 10-K. 30 Critical Accounting Policies and Estimates Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").
(9) Adjusted Diluted EPS includes the add-back of dilutive interest expense related to our convertible notes of $56 million and $88 million for the years ended December 31, 2024, and 2023, respectively.
(11) Adjusted Diluted EPS includes the add-back of dilutive interest expense related to our convertible notes of $6 million, $56 million and $88 million for the years ended December 31, 2025, 2024, and 2023, respectively.
For the periods presented, these items included (i) loss on extinguishment of debt; (ii) litigation loss contingency, which includes the 2024 release of the loss contingency recorded in 2022 in connection with the Havana Docks litigation inclusive of related legal fees and costs; (iii) impairment and credit losses; (iv) equity investment impairment, recovery of losses and other; (v) restructuring charges and other initiatives expense; (vi) the amortization of the Silversea Cruises intangible assets resulting from the Silversea Cruises acquisition in 2018; (vii) tax on the sale of PortMiami noncontrolling interest; (viii) Silver Whisper deferred tax liability release; and (ix) gain on sale of controlling interest.
For the periods presented, these items included (i) loss on extinguishment of debt and inducement expense; (ii) restructuring charges and other initiatives expenses; (iii) the amortization of the Silversea intangible assets resulting from the Silversea acquisition; (iv) gain on sale of noncontrolling interest; (v) equity investment impairment, (recovery) of losses and other; (vi) litigation loss contingency, which includes the 2024 release of the loss contingency recorded in 2022 in connection with the Havana Docks litigation; (vii) impairment and credit losses; (viii) tax on the sale of PortMiami noncontrolling interest; (ix) gain on sale of controlling interest; and (x) Silver Whisper deferred tax liability release.
These amounts are included in Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss). Refer to Note 8. Debt to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information.
These amounts are included in Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss). Refer to Note 8 . Debt to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information. (2) These amounts are included in Marketing, selling and administrative expenses within our consolidated statements of comprehensive income (loss).
As of December 31, 2024, we had liquidity of $4.1 billion, including cash and cash equivalents of $0.4 billion and $3.7 billion of undrawn revolving credit facility capacity. Refer to Note 8 . Debt to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information.
As of December 31, 2025, we had liquidity of $7.2 billion, including cash and cash equivalents of $0.8 billion and $6.4 billion of undrawn revolving credit facility capacity. Refer to Note 8 . Debt to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information.
EBITDA is a non-GAAP measure that represents Net Income (Loss) attributable to Royal Caribbean Cruises Ltd. excluding (i) interest income; (ii) interest expense, net of interest capitalized; (iii) depreciation and amortization expenses; and (iv) income tax benefit or expense. We believe that this non-GAAP measure is meaningful when assessing our operating performance on a comparative basis.
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.
We estimate the fair value of these assets using a 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.
The quantitative assessment consists of a comparison of the fair value of the asset with its carrying value. We estimate the fair value of these assets using a 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.
As a result of the tests, we determined the fair value of the Silversea Cruises reporting unit exceeded its carrying value by approximately 63%, as of November 30, 2024 and 2023, respectively, resulting in no impairment to Silversea Cruises' goodwill.
As a result of the tests, we determined the fair value of the Silversea reporting unit exceeded its carrying value by approximately 98% and 63%, as of November 30, 2025 and 2024, respectively, resulting in no impairment to Silversea's goodwill.
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.
No indicators of impairment exist primarily because the reporting unit's fair value has consistently exceeded its carrying value by a significant margin and forecasts of operating results expected to be generated by the reporting unit appear sufficient to support its carrying value. As a result, we determined no impairment to Royal Caribbean's goodwill.
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 66% and 62%, as of November 30, 2024 and November 30, 2023, respectively, resulting in no impairment to Silversea Cruises' tr ade name.
As a result of the quantitative tests, we determined that the fair value of the Silversea's trade name exceeded its carrying value by approximately 90% and 66%, as of November 30, 2025 and 2024, respectively, resulting in no impairment to Silversea's tr ade name.
Based on our qualitative assessment, we concluded that it was more-likely-than-not that the estimated fair value of the Royal Caribbean reporting unit exceeded its carrying value and thus, we did not proceed to the two-step goodwill impairment test.
Based on our qualitative assessment, we concluded that it was more-likely-than-not that the estimated fair value of the Royal Caribbean reporting unit exceeded its carrying value and thus, we did not proceed to the quantitative analysis.
(3) For 2024, primarily represents property and equipment impairment charges related to certain construction in progress assets, which we determined would no longer be completed. For 2023, represents asset impairments and credit losses recoveries for notes receivables for which credit losses were previously recorded. These amounts are included in Other operating within our consolidated statements of comprehensive income (loss).
(2) For 2024, represents property and equipment impairment charges related to certain construction in progress assets. For 2023, represents asset impairments and credit losses recoveries for notes receivables for which credit losses were previously recorded. These amounts are included in Other operating within our consolidated statements of comprehensive income (loss).
The remaining 30.2% of total revenues was comprised of Onboard and other revenues , which increased $0.7 billion, or 15.1% to $5.0 billion in 2024 from $4.3 billion in 2023.
The remaining 30.2% of 2025 total revenues was comprised of Onboard and other revenues , which increased $0.4 billion, or 8.7% to $5.4 billion in 2025 from $5.0 billion in 2024.
If we had reduced our estimated average ship useful life by one year, depreciation expense for 2024 would have increased by approximately $166 million. If our ships were estimated to have no residual value, depreciation expense for 2024 would have increased by approximately $452 million.
If we had reduced our estimated average ship useful life by one year, 31 depreciation expense for 2025 would have increased by approximately $157 million. If our ships were estimated to have no residual value, depreciation expense for 2025 would have increased by approximately $470 million.
Included in these figures are $4.9 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.
Included in these figures are $7.8 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.
These amounts are included in Other operating within our consolidated statements of comprehensive income (loss). Gross Margin Yields, Net Yields and Adjusted Gross Margin per PCD were calculated by dividing Gross Margin and Adjusted Gross Margin by APCD, and Adjusted Gross Margin by PCD as follows (in millions, except APCD, PCD, Yields, and Adjusted Gross Margin per PCD.
These amounts are included in Other operating within our consolidated statements of comprehensive income (loss). 42 Gross Margin Yields and Net Yields are calculated as follows (in millions, except APCD and Yields.
The following table presents operating results as a percentage of total revenues for the last three years: Year Ended December 31, 2024 2023 2022 Passenger ticket revenues 69.8 % 68.8 % 65.5 % Onboard and other revenues 30.2 % 31.2 % 34.5 % Total revenues 100.0 % 100.0 % 100.0 % Cruise operating expenses: Commissions, transportation and other 13.6 % 14.4 % 15.4 % Onboard and other 5.5 % 5.8 % 6.8 % Payroll and related 7.9 % 8.6 % 14.6 % Food 5.7 % 5.9 % 7.4 % Fuel 7.0 % 8.3 % 12.1 % Other operating 12.7 % 12.9 % 18.6 % Total cruise operating expenses 52.5 % 55.9 % 74.8 % Marketing, selling and administrative expenses 12.9 % 12.9 % 17.9 % Depreciation and amortization expenses 9.7 % 10.5 % 15.9 % Operating Income (Loss) 24.9 % 20.7 % (8.7) % Other income (expense): Interest income 0.1 % 0.3 % 0.4 % Interest expense, net of interest capitalized (9.6) % (10.1) % (15.4) % Equity investment income 1.6 % 1.4 % 0.6 % Other income (expense) 0.6 % (0.1) % (1.3) % (7.3) % (8.4) % (15.7) % Net Income (Loss) 17.6 % 12.3 % (24.4) % Less: Net Income attributable to noncontrolling interest 0.1 % 0.1 % — % Net Income (Loss) attributable to Royal Caribbean Cruises Ltd. 17.5 % 12.2 % (24.4) % 39 Selected statistical information is shown in the following table: Year Ended December 31, 2024 2023 2022 Passengers Carried 8,564,272 7,646,203 5,536,335 Passenger Cruise Days 54,844,780 49,549,127 35,051,935 APCD 50,552,731 46,916,259 41,197,650 Occupancy 108.5 % 105.6 % 85.1 % EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin were calculated as follows (in millions, except APCD and per APCD data.
The following table presents operating results as a percentage of total revenues for the last three years: Year Ended December 31, 2025 2024 2023 Passenger ticket revenues 69.8 % 69.8 % 68.8 % Onboard and other revenues 30.2 % 30.2 % 31.2 % Total revenues 100.0 % 100.0 % 100.0 % Cruise operating expenses: Commissions, transportation and other 13.2 % 13.6 % 14.4 % Onboard and other 5.5 % 5.5 % 5.8 % Payroll and related 7.6 % 7.9 % 8.6 % Food 5.7 % 5.7 % 5.9 % Fuel 6.4 % 7.0 % 8.3 % Other operating 12.3 % 12.7 % 12.9 % Total cruise operating expenses 50.6 % 52.5 % 55.9 % Marketing, selling and administrative expenses 12.4 % 12.9 % 12.9 % Depreciation and amortization expenses 9.6 % 9.7 % 10.5 % Operating Income 27.4 % 24.9 % 20.7 % Other income (expense): Interest income 0.1 % 0.1 % 0.3 % Interest expense, net of interest capitalized (5.5) % (9.6) % (10.1) % Equity investment income 2.3 % 1.6 % 1.4 % Other income (expense) 0.1 % 0.9 % — % Income before income taxes 24.4 % 17.8 % 12.3 % Provision for income taxes (0.5) % (0.3) % — % Net Income 23.9 % 17.6 % 12.3 % Less: Net Income attributable to noncontrolling interest 0.1 % 0.1 % 0.1 % Net Income attributable to Royal Caribbean Cruises Ltd. 23.8 % 17.5 % 12.2 % 41 Selected statistical information is shown in the following table: Year Ended December 31, 2025 2024 2023 Passengers Carried 9,446,010 8,564,272 7,646,203 Passenger Cruise Days 58,518,751 54,844,780 49,549,127 APCD 53,325,212 50,552,731 46,916,259 Occupancy 109.7 % 108.5 % 105.6 % EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are calculated as follows (in millions, except APCD and per APCD data.
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.
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.
(7) Represents gain on sale of controlling interest in cruise terminal facilities in Italy. These amounts are included in Other operating within our consolidated statements of comprehensive income (loss).
For 2023, represents tax on the PortMiami sale of noncontrolling interest. These amounts are included in Other income (expense) in our consolidated statements of comprehensive income (loss). (8) For 2023, represents gain on sale of controlling interest in cruise terminal facilities in Italy. These amounts are included in Other operating within our consolidated statements of comprehensive income (loss).
Adjusted Net Income attributable to Royal Caribbean Cruises Ltd. for 2024 was $3.2 billion, or $11.80 per diluted share, compared to Adjusted Net Income attributable to Royal Caribbean Cruises Ltd. of $1.8 billion, or $6.77 per diluted share in 2023.
Adjusted Net Income attributable to Royal Caribbean Cruises Ltd. for 2025 was $4.3 billion, or $15.64 per diluted share, compared to Adjusted Net Income attributable to Royal Caribbean Cruises Ltd. of $3.2 billion, or $11.80 per diluted share in 2024.
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.
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.
If the vessel is disposed of before the next drydock, the remaining balance in deferred drydock is written-off to the gain or loss on disposal of vessel in the period in which the sale takes place.
If the vessel is disposed of before the next drydock, the remaining balance in deferred drydock is written-off to the gain or loss on disposal of vessel in the period in which the sale takes place. We believe we have made reasonable estimates for ship accounting purposes.
Business-Operations for further information on our ships on order. We have committed financing arrangements in place covering approximately 80% of the cost of the ship for the four ships on order for our Global Brands, all of which include sovereign financing guarantees.
We have committed financing arrangements in place covering approximately 80% of the cost of the ship for the five ships on order for our Global Brands, all of which include sovereign financing guarantees, excluding ships on order for Celebrity River Cruises.
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.
A reconciliation of Operating Income to Adjusted Operating Income 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.
During the fourth quarter of 2023, we performed a quantitative analysis as part of our annual impairment review of the Royal Caribbean reporting unit. The fair value of the reporting unit was determined using a discounted cash flow model in combination with a market-based valuation approach.
Silversea Reporting Unit During the fourth quarters of 2025 and 2024, we performed a quantitative analysis as part of our annual impairment review of the Silversea reporting unit. As of November 30, 2025 and 2024, the fair value of the Silversea reporting unit was determined using a probability weighted discounted cash flow model in combination with a market-based valuation approach.
As of December 31, 2024, our obligations due through December 31, 2025 primarily consisted of $1.6 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 and, based on expected delivery date, the final installments payable due upon the delivery of Star of the Seas and Celebrity Xcel .
As of December 31, 2025, our obligations due through December 31, 2026 primarily consisted of $3.2 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 Sea given the expected delivery date in 2026.
As of December 31, 2024, the aggregate cost of our ships on order, excluding any ships on order by our Partner Brands, was approximately $7.8 billion, of which we had deposited $815 million. Approximately 43.4% of the aggregate cost was exposed to fluctuations in the Euro exchange rate at December 31, 2024. Refer to Note 16.
As of December 31, 2025, the aggregate cost of our ships on order, excluding any ships on order by our Partner Brands, was approximately $11.3 billion, of which we had deposited $1.0 billion. Approximately 64.1% of the aggregate cost is exposed to fluctuations in the Euro exchange rate at December 31, 2025. Refer to Note 16.
Total revenues in 2024 were $16.5 billion compared to $13.9 billion in 2023 driven by strong ticket revenue and onboard revenue performance, inclusive of capacity growth. As a result of this, Gross Margin Yields increased 23.8% as-reported, and Net Yields increased 11.5% as-reported (11.6% in Constant-Currency), both compared to 2023.
Total revenues in 2025 increased by $1.5 billion and were $17.9 billion, exceeding the previous record of $16.5 billion in 2024, driven by strong ticket revenue and growth of onboard performance, inclusive of capacity growth. As a result, Gross Margin Yields increased 8.5% as-reported, and Net Yields increased 3.8% as-reported (3.7% in Constant-Currency), both compared to 2024.
Goodwill to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information on goodwill. The impairment review for indefinite-lived intangible assets can be performed using a qualitative or quantitative impairment assessment. The quantitative assessment consists of a comparison of the fair value of the asset with its carrying value.
Goodwill to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information on goodwill. Similar to the impairment review for goodwill, the impairment review for indefinite-lived intangible assets can be performed using a qualitative and, if necessary, a quantitative impairment assessment.
The increase was due to loss on extinguishment of debt of $344 million primarily associated with the full redemption of our 11.625%, 9.250%, 8.250%, and 7.25% Senior Notes, and $119 million inducement expense on the partial settlement of our 2025 Convertible notes in 2024 compared to loss on extinguishment of debt of $121 million during the same period in 2023.
The decrease was primarily due to loss on extinguishment of debt of $344 million associated with the full redemption of several Senior Notes, and $119 million inducement expense on the partial settlement of our 2025 Convertible Notes in 2024 compared to an immaterial loss on extinguishment during the same period in 2025.
Passenger ticket revenues comprised 69.8% of our 2024 total revenues. Passenger ticket revenues increased by $1.9 billion, or 20.2% to $11.5 billion in 2024 from $9.6 billion in 2023.
Revenues Total revenues increased $1.5 billion, or 8.8%, to $17.9 billion in 2025 from $16.5 billion in 2024. Passenger ticket revenues comprised 69.8% of our 2025 total revenues. Passenger ticket revenues increased by $1.0 billion, or 8.8% to $12.5 billion in 2025 from $11.5 billion in 2024.
These amounts are included in Other operating within our consolidated statements of comprehensive income (loss). Additionally, for 2023, includes an $11 million impairment related to ceasing the use of certain real estate assets in our shoreside operations. This amount is included in Marketing, selling and administrative expenses within our consolidated statements of comprehensive income (loss).
Additionally, for 2023, includes an $11 million impairment related to ceasing the use of certain real estate assets in our shoreside operations. This amount is included in Marketing, selling and administrative expenses within our consolidated statements of comprehensive income (loss). (3) For 2023, represents gain on sale of controlling interest in cruise terminal facilities in Italy.
Cruise operating expenses Total Cruise operating expenses increased by $0.9 billion, or 11.3%, to $8.7 billion in 2024 from $7.8 billion in 2023.
Cruise operating expenses Total Cruise operating expenses increased by $0.4 billion, or 5.0%, to $9.1 billion in 2025 from $8.7 billion in 2024.
Net cash (used in) provided by financing activities was $(1.9) billion for the year ended December 31, 2024, compared to cash used of $(2.0) billion for the same period in 2023.
Net cash used in financing activities decreased by $0.9 billion to $1.0 billion for the year ended December 31, 2025, compared to $1.9 billion in 2024.
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 of directors is no longer comprised of individuals who were members of our board of directors on the first day of such period, we may be obligated to prepay indebtedness outstanding under our credit facilities, which we may be unable to replace on similar terms.
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, if 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.
Certain amounts may not add due to use of rounded numbers; reported EBITDA, Adjusted EBITDA, and per APCD and Margin amounts are calculated from the underlying dollar amounts): Year Ended December 31, 2024 2023 2022 Net Income (Loss) attributable to Royal Caribbean Cruises Ltd. $ 2,877 $ 1,697 $ (2,156) Interest income (16) (36) (36) Interest expense, net of interest capitalized 1,590 1,402 1,364 Depreciation and amortization expenses 1,600 1,455 1,407 Income tax expense (1) 46 6 4 EBITDA 6,097 4,524 583 Other (income) expense (2) (149) 2 115 Impairment and credit losses (3) 9 8 1 Equity investment impairment, recovery of losses and other 4 8 — Restructuring charges and other initiatives expense 10 5 12 Gain on sale of controlling interest (4) — (3) — Adjusted EBITDA $ 5,971 $ 4,544 $ 711 Total revenues 16,484 13,900 8,840 APCD 50,552,731 46,916,259 41,197,650 Net Income (Loss) per APCD $ 56.92 $ 36.17 $ (52.33) Adjusted EBITDA per APCD $ 118.13 $ 96.85 $ 17.26 Adjusted EBITDA Margin 36.2 % 32.7 % 8.0 % (1) These amounts are included in Other income (expense) within our consolidated statements of comprehensive income (loss).
Certain amounts may not add or calculate due to the use of rounded numbers): Year Ended December 31, 2025 2024 2023 Net Income attributable to Royal Caribbean Cruises Ltd. $ 4,268 $ 2,877 $ 1,697 Interest income (24) (16) (36) Interest expense, net of interest capitalized 992 1,590 1,402 Depreciation and amortization expenses 1,718 1,600 1,455 Provision for income taxes 82 46 6 EBITDA 7,036 6,097 4,524 Other (income) expense (17) (149) 2 Equity investment impairment, (recovery) of losses and other (1) 4 8 Restructuring charges and other initiative expenses (1) 8 10 5 Impairment and credit losses (2) — 9 8 Gain on sale of controlling interest (3) — — (3) Adjusted EBITDA $ 7,025 $ 5,971 $ 4,544 Total revenues 17,935 16,484 13,900 APCD 53,325,212 50,552,731 46,916,259 Net Income attributable to Royal Caribbean Cruises Ltd. per APCD $ 80.04 $ 56.92 $ 36.17 Adjusted EBITDA per APCD $ 131.75 $ 118.13 $ 96.85 Adjusted EBITDA Margin 39.2 % 36.2 % 32.7 % (1) These amounts are included in Marketing, selling and administrative expenses within our consolidated statements of comprehensive income (loss).
Adjusted Net Income (Loss) attributable to Royal Caribbean Cruises Ltd. is a non-GAAP measure that represents net income (loss) less net income attributable to noncontrolling interest, excluding certain items that we believe adjusting for is meaningful when assessing our performance on a comparative basis.
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 Royal Caribbean Cruises Ltd., excluding certain items that we believe adjusting for is meaningful when assessing our performance on a comparative basis.
Other income (expense) Interest expense, net of interest capitalized for 2024 increased $188 million, to $(1.6) billion from $(1.4) billion in 2023.
Other income (expense) Interest expense, net of interest capitalized for 2025 decreased $0.6 billion, to $(1.0) billion from $(1.6) billion in 2024.
For 2023, represents asset impairments and credit losses recoveries for notes receivables for which credit losses were previously recorded. These amounts are included in Other operating within our consolidated statements of comprehensive income (loss). Additionally, for 2023, includes an $11 million impairment related to ceasing the use of certain real estate assets in our shoreside operations.
(2) For 2024, represents property and equipment impairment charges related to certain construction in progress assets. For 2023, represents asset impairments and credit losses recoveries for notes receivables for which credit losses were previously recorded. These amounts are included in Other operating within our consolidated statements of comprehensive income (loss).
Our 2024 Net Income attributable to Royal Caribbean Cruises Ltd. was $2.9 billion, or $10.94 per diluted share, compared to Net Income attributable to Royal Caribbean Cruises Ltd. of $1.7 billion, or $6.31 per diluted share in 2023.
Our 2025 Net Income attributable to Royal Caribbean Cruises Ltd. was $4.3 billion, or $15.61 per diluted share, compared to the 2024 Net Income attributable to Royal Caribbean Cruises Ltd. of $2.9 billion, or $10.94 per diluted share.
(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. 33 Adjusted Gross Margin represents Gross Margin, adjusted for payroll and related, food, fuel, other operating, and depreciation and amortization expenses.
(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.
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.
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.
(8) Diluted EPS includes the add-back of $175 million and $88 million of dilutive inducement and interest expense related to our convertible notes for the years ended December 31, 2024, and 2023, respectively.
(10) Diluted EPS includes the add-back of $16 million, $175 million and $88 million of dilutive inducement and interest expense related to our convertible notes for the years ended December 31, 2025, 2024, and 2023, respectively. Refer to Note 12 . Earnings Per Share to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information.
We believe ROIC is a meaningful measure because it quantifies how efficiently we generated operating income relative to the capital we have invested in the business. Trifecta refers to the multi-year Adjusted EBITDA per APCD, Adjusted EPS and ROIC goals we publicly announced in November 2022.
We believe ROIC is a meaningful measure because it quantifies how efficiently we generated operating income relative to the capital we have invested in the business.
(2) For 2024, represents the release of the loss contingency recorded in 2022, in connection with the Havana Docks litigation inclusive of related legal fees and costs. These amounts are included in Other income (expense) within our consolidated statements of comprehensive income (loss). Refer to Note 17. Commitments and Contingencies to our consolidated financial statements under Item 8.
Investments and Other Assets to our consolidated financial statements under Item 8. Financial Statements and Supplementary Data for further information. (5) For 2024, represents the release of the loss contingency recorded in 2022, in connection with the Havana Docks litigation inclusive of related legal fees and costs.
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.
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.
In 2025, we expect our capacity to increase by 5.4% compared to 2024, with the addition of Star of the Seas in late summer and Celebrity Xcel in late 2025, and a full year of operations for Utopia of the Seas and Silver Ray .
In 2026, we expect our capacity to increase by 6.7% compared to 2025, with a full year of Star of the Seas and Celebrity Xcel, and delivery of Legend of the Seas in the summer.
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. 35 Executive Overview 2024 performance was exceptionally strong and significantly exceeded our expectations.
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. 37 Executive Overview 2025 performance was exceptionally strong.
As of December 31, 2024, we have two Icon-class ships and one Oasis-class ship on order for our Royal Caribbean brand with an aggregate capacity of approximately 16,900 berths. In addition, as of December 31, 2024, we have one Edge-class ship on order for our Celebrity Cruises brand, with a capacity of approximately 3,250 berths. Refer to Item 1.
In addition, as of December 31, 2025, we have one Edge-class ship and four river cruise ships on order for our Celebrity Cruises brand, with a capacity of approximately 3,930 berths. Refer to Item 1. Bu s iness-Operations for further information on our ships on order.
Certain amounts may not add due to use of rounded numbers; reported Yields and per PCD amounts are calculated from the underlying dollar amounts): Year Ended December 31, 2024 2024 On a Constant Currency Basis 2023 2022 Total revenues $ 16,484 $ 16,494 $ 13,900 $ 8,840 Less: Cruise operating expenses 8,652 8,655 7,775 6,616 Depreciation and amortization expenses 1,600 1,600 1,455 1,407 Gross Margin 6,231 6,239 4,670 817 Add: Payroll and related 1,301 1,302 1,197 1,288 Food 934 934 819 653 Fuel 1,160 1,160 1,150 1,073 Other operating 2,098 2,099 1,799 1,648 Depreciation and amortization expenses 1,600 1,600 1,455 1,407 Adjusted Gross Margin $ 13,325 $ 13,333 $ 11,090 $ 6,886 APCD 50,552,731 50,552,731 46,916,259 41,197,650 Passenger Cruise Days 54,844,780 54,844,780 49,549,127 35,051,935 Gross Margin Yields $ 123.27 $ 123.41 $ 99.54 $ 19.83 Net Yields $ 263.59 $ 263.75 $ 236.38 $ 167.15 Adjusted Gross Margin per PCD $ 242.96 $ 243.11 $ 223.81 $ 196.45 41 Gross Cruise Costs, Net Cruise Costs and Net Cruise Costs excluding Fuel were 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): Year Ended December 31, 2025 2025 On a Constant Currency Basis 2024 2023 Total revenues $ 17,935 $ 17,915 $ 16,484 $ 13,900 Less: Cruise operating expenses 9,083 9,058 8,652 7,775 Depreciation and amortization expenses 1,718 1,718 1,600 1,455 Gross Margin 7,133 7,140 6,231 4,670 Add: Payroll and related 1,366 1,366 1,301 1,197 Food 1,019 1,019 934 819 Fuel 1,146 1,146 1,160 1,150 Other operating 2,202 2,188 2,098 1,799 Depreciation and amortization expenses 1,718 1,718 1,600 1,455 Adjusted Gross Margin $ 14,585 $ 14,577 $ 13,325 $ 11,090 APCD 53,325,212 53,325,212 50,552,731 46,916,259 Gross Margin Yields $ 133.77 $ 133.89 $ 123.27 $ 99.54 Net Yields $ 273.51 $ 273.35 $ 263.59 $ 236.38 43 Gross Cruise Costs, Net Cruise Costs and Net Cruise Costs excluding Fuel are calculated as follows (in millions, except APCD and costs per APCD.
As of December 31, 2024, we had approximately $5.9 billion of committed financing for our ships on order.
As of December 31, 2025, we had approximately $10.4 billion of committed financing for our ships on order, which excludes ships on order for Celebrity River Cruises.
The decrease of $0.5 billion was primarily attributable to increased capital expenditures associated with taking delivery of Icon of the Seas, Celebrity Ascent, and Silver Nova in 2023 compared to Utopia of the Seas and Silver Ray in 2024.
The change of $1.6 billion was primarily attributable to increased capital expenditures associated with taking delivery of Star of the Seas and Celebrity Xcel and the acquisition of the Port of Costa Maya in 2025 compared to the delivery of Utopia of the Seas and Silver Ray in 2024.
Dividends 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.
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 fourth and third quarters of 2025, our Board declared dividends of $1.00 per share, which were paid in January 2026 and October 2025, respectively.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

21 edited+0 added−0 removed12 unchanged
Biggest changeFor the years ended December 31, 2024, 2023 and 2022 changes in the fair value of the foreign currency forward contracts resulted in (losses) gain of approximately $(77) million, $19 million and $(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 $65 million, $(43) million and $93 million, respectively.
Biggest changeFor the years ended December 31, 2025, 2024 and 2023 changes in the fair value of the foreign currency forward contracts resulted in gain (losses) of approximately $49 million, (77) million, and $19 million, respectively, which offset (losses) gains arising from the remeasurement of monetary assets and liabilities denominated in foreign currencies in those same years of $(63) million, $65 million and $(43) million, respectively.
Amount presented is based on the exchange rate as of December 31, 2024. (2) Interest rate swap agreements hedging the term loan of Odyssey of the Seas include Term SOFR zero-floors, Term SOFR with no floors, and Overnight SOFR. These interest rate swap agreements are accounted for as cash flow hedges.
Amount presented is based on the exchange rate as of December 31, 2025. (2) Interest rate swap agreements hedging the term loan of Odyssey of the Seas include Term SOFR zero-floors, Term SOFR with no floors, and Overnight SOFR. These interest rate swap agreements are accounted for as cash flow hedges.
These interest rate swap agreements are accounted for as cash flow hedges. 49 Foreign Currency Exchange Rate Risk Our primary exposure to foreign currency exchange rate risk relates to our ship construction contracts denominated in Euros, our foreign currency denominated debt and our international business operations.
These interest rate swap agreements are accounted for as cash flow hedges. 51 Foreign Currency Exchange Rate Risk Our primary exposure to foreign currency exchange rate risk relates to our ship construction contracts denominated in Euros, our foreign currency denominated debt and our international business operations.
Financial Statements and Supplementary Data Our Consolidated Financial Statements are included beginning on page F-1 of this report. Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure None. 51
Financial Statements and Supplementary Data Our Consolidated Financial Statements are included beginning on page F-1 of this report. Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure None. 53
As of December 31, 2024, we had fuel swap agreements to pay fixed prices for fuel with an aggregate notional amount of approximately $1.0 billion, maturing through 2027. These fuel swap agreements are generally accounted for as cash flow hedges. The fuel swap agreements designated as hedges of projected fuel purchases represented 60% of our projected 2025 fuel requirements.
As of December 31, 2025, we had fuel swap agreements to pay fixed prices for fuel with an aggregate notional amount of approximately $1.0 billion, maturing through 2028. These fuel swap agreements are generally accounted for as cash flow hedges. The fuel swap agreements designated as hedges of projected fuel purchases represented 60% of our projected 2026 fuel requirements.
A hypothetical one percentage point decrease in interest rates at December 31, 2024 would increase the fair value of our hedged and unhedged fixed-rate debt by approximately $701 million. Market risk associated with our floating-rate debt is the potential increase in interest expense from an increase in interest rates.
A hypothetical one percentage point decrease in interest rates at December 31, 2025 would increase the fair value of our hedged and unhedged fixed-rate debt by approximately $703 million. Market risk associated with our floating-rate debt is the potential increase in interest expense from an increase in interest rates.
A hypothetical 10% strengthening of the Euro as of December 31, 2024, assuming no changes in comparative interest rates, would result in a $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.
A hypothetical 10% strengthening of the Euro as of December 31, 2025, assuming no changes in comparative interest rates, would result in a $727 million increase in the United States dollar cost of the foreign currency denominated ship construction contracts exposed to fluctuations in the Euro exchange rate.
We use interest rate swap agreements that effectively convert a portion of our floating-rate debt to a fixed-rate basis to manage this risk. A hypothetical one percentage point increase in interest rates would increase our forecasted 2025 interest expense by approximately $14.8 million, assuming no change in foreign currency exchange rates.
We use interest rate swap agreements that effectively convert a portion of our floating-rate debt to a fixed-rate basis to manage this risk. A hypothetical one percentage point increase in interest rates would increase our forecasted 2026 interest expense by approximately $12 million, assuming no change in foreign currency exchange rates.
We have included net gains of approximately $96 million and $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, 2024 and 2023, respectively.
We have included net gains of approximately $24 million and $96 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, 2025 and 2024, respectively.
The fair value of our floating to fixed interest rate swap agreements was estimated to be an asset of $64 million as of December 31, 2024 based on the present value of expected future cash flows.
The fair value of our floating to fixed interest rate swap agreements was estimated to be an asset of $32 million as of December 31, 2025 based on the present value of expected future cash flows.
During 2024, we maintained an average of approximately $1.1 billion of these foreign currency forward contracts. These instruments are not designated as hedging instruments.
During 2025, we maintained an average of approximately $1.2 billion of these foreign currency forward contracts. These instruments are not designated as hedging instruments.
We estimate that a hypothetical 10% increase in our weighted-average fuel price from that experienced during the year ended December 31, 2024 would increase our forecasted 2025 fuel cost by approximately $60 million, net of the impact of fuel swap agreements. 50 Item 8.
We estimate that a hypothetical 10% increase in our weighted-average fuel price from that experienced during the year ended December 31, 2025 would increase our forecasted 2026 fuel cost by approximately $55 million, net of the impact of fuel swap agreements. 52 Item 8.
Fuel cost, net of the financial impact of fuel swap agreements, as a percentage of our total revenues, was approximately 7.0% in 2024, 8.3% in 2023 and 12.1% in 2022. We use fuel swap agreements to mitigate the financial impact of fluctuations in fuel prices.
Fuel cost, net of the financial impact of fuel swap agreements, as a percentage of our total revenues, was approximately 6.4% in 2025, 7.0% in 2024 and 8.3% in 2023. We use fuel swap agreements to mitigate the financial impact of fluctuations in fuel prices.
The estimated fair value of our fixed-rate debt at December 31, 2024 was $18.4 billion, using quoted market prices, where available, or using the present value of expected future cash flows which incorporates risk profile.
The estimated fair value of our fixed-rate debt at December 31, 2025 was $19.9 billion, using quoted market prices, where available, or using the present value of expected future cash flows which incorporates risk profile.
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. We use interest rate swap agreements to modify our exposure to interest rate movements and to manage our interest expense.
At December 31, 2025 and 2024, approximately 93% and 92%, respectively, of our debt was effectively fixed-rate debt, which is net of our interest rate swap agreements. We use interest rate swap agreements to modify our exposure to interest rate movements and to manage our interest expense.
Approximately 43.4% and 43.5% of the aggregate cost of the ships under construction was exposed to fluctuations in the Euro exchange rate at December 31, 2024 and 2023, respectively.
Approximately 64.1% and 43.4% of the aggregate cost of the ships under construction was exposed to fluctuations in the Euro exchange rate at December 31, 2025 and 2024, respectively.
The estimated fair value of our fuel swap agreements at December 31, 2024 was estimated to be a liability of $33 million.
The estimated fair value of our fuel swap agreements at December 31, 2025 was estimated to be a liability of $123 million.
At December 31, 2024, we maintained interest rate swap agreements on the following floating-rate debt instruments: Debt Instrument Swap Notional as of December 31, 2024 (In millions) Maturity Debt Floating Rate Spread All-in Fixed Rate Quantum of the Seas term loan 123 October 2026 Term SOFR plus 1.30% 3.78% Anthem of the Seas term loan 151 April 2027 Term SOFR plus 1.30% 3.9% Ovation of the Seas term loan 242 April 2028 Term SOFR plus 1.00% 3.2% Harmony of the Seas term loan (1) 209 May 2028 EURIBOR plus 1.15% 2.26% Odyssey of the Seas term loan (2) 307 October 2032 Term SOFR plus 0.96% 3.28% Odyssey of the Seas term loan (2) 153 October 2032 Term SOFR plus 0.96% 2.91% $ 1,185 ___________________________________________________________________ (1) Interest rate swap agreements hedging the Euro-denominated term loan for Harmony of the Seas include EURIBOR zero-floors matching the hedged debt EURIBOR zero-floor.
At December 31, 2025, we maintained interest rate swap agreements on the following floating-rate debt instruments: Debt Instrument Swap Notional as of December 31, 2025 (In millions) Maturity Debt Floating Rate Spread All-in Fixed Rate Quantum of the Seas term loan 61 October 2026 Term SOFR plus 1.30% 3.78% Anthem of the Seas term loan 91 April 2027 Term SOFR plus 1.30% 3.9% Ovation of the Seas term loan 173 April 2028 Term SOFR plus 1.00% 3.2% Harmony of the Seas term loan (1) 170 May 2028 EURIBOR plus 1.15% 2.26% Odyssey of the Seas term loan (2) 268 October 2032 Term SOFR plus 0.96% 3.28% Odyssey of the Seas term loan (2) 134 October 2032 Term SOFR plus 0.96% 2.91% $ 897 ___________________________________________________________________ (1) Interest rate swap agreements hedging the Euro-denominated term loan for Harmony of the Seas include EURIBOR zero-floors matching the hedged debt EURIBOR zero-floor.
We had designated debt as a hedge of our net investments primarily in TUI Cruises of approximately €889 million, or approximately $921 million, through December 31, 2024. 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 million.
We had designated debt as a hedge of our net investments primarily in TUI Cruises of approximately €631 million, or approximately $740 million, through December 31, 2025. As of December 31, 2024, we had designated debt as a hedge of our net investments primarily in TUI Cruises of approximately €889 million, or approximately $921 million.
The estimated fair value, as of December 31, 2024, of our Euro-denominated forward contracts associated with our ship construction contracts was a liability of $92 million, based on the present value of expected future cash flows.
The estimated fair value, as of December 31, 2025, of our Euro-denominated forward contracts associated with our ship construction contracts was an asset of $114 million, based on the present value of expected future cash flows.
As of December 31, 2024, the aggregate cost of our ships on order, not including ships on order by our Partner Brands, was approximately $7.8 billion, of which we had deposited $815 million as of such date.
As of December 31, 2025, the aggregate cost of our ships on order, not including ships on order by our Partner Brands, was approximately $11.3 billion, of which we had deposited $1.0 billion as of such date.

Other RCL 10-K year-over-year comparisons