Interprétation IA fondée sur des extraits vérifiés. Les déclarations de l’entreprise et les limites de couverture restent explicites.
Preuves
We also own a growing portfolio of private land-based destinations, including our Perfect Day and Royal Beach Club collections.
Business: ownership of private destinations · Dépôt 11/02/2026
For Royal Caribbean, new features on Icon of the Seas include a dedicated family neighborhood called “Surfside”, a pool deck featuring the largest swimming pool and waterpark at sea, and the “Aquadome” showcasing the tallest waterfall at sea in an 82-foot-tall dome.
Business: distinctive features on Icon of the Seas · Dépôt 11/02/2026
We took delivery of two ships (Star of the Seas and Celebrity Xcel) and continued to expand our vacation ecosystem with the opening of Royal Beach Club Paradise Island, closing on the acquisition of the port of Costa Maya in 2025, and the announcements of Celebrity River Cruises, launching in 2027, and the expansion of our private destination portfolio with Royal Beach Club Santorini.
2025 operating developments: completed ships, beach club opening and port acquisition; future initiatives · Dépôt 11/02/2026
We delivered memorable vacations to a record 9.4 million guests at record satisfaction scores and achieved load factors of approximately 110% for the year.
Chairman and CEO letter: 2025 guests, satisfaction and load factors · Dépôt 17/04/2026
These efforts are translating into stronger engagement, higher guest satisfaction and repeat rates, and a durable foundation for long-term growth.
Chairman and CEO letter: reported engagement, satisfaction and repeat-rate improvement · Dépôt 17/04/2026
Our private destination strategy continues to further differentiate our offering and support both demand and pricing.
Chairman and CEO letter: management attribution of demand and pricing to private destinations · Dépôt 17/04/2026
Gross Margin Yields and Net Yields were calculated by dividing Gross Margin and Adjusted Gross Margin by APCD as follows (in millions, except APCD and Yields): Year Ended December 31, 2025 ($) 2025 On a Constant Currency Basis ($) 2024 ($) Total revenues 17,935 17,915 16,484 Less: Cruise operating expenses 9,083 9,058 8,652 Depreciation and amortization expenses 1,718 1,718 1,600 Gross Margin 7,133 7,140 6,231 Add: Payroll and related 1,366 1,366 1,301 Food 1,019 1,019 934 Fuel 1,146 1,146 1,160 Other operating 2,202 2,188 2,098 Depreciation and amortization expenses 1,718 1,718 1,600 Adjusted Gross Margin 14,585 14,577 13,325 APCD 53,325,212 53,325,212 50,552,731 Gross Margin Yields 133.77 133.89 123.27 Net Yields 273.51 273.35 263.59 2026 Proxy Statement A-5 TABLE OF CONTENTS ANNEX Adjusted Operating Income and ROIC, were calculated as follows: (in millions, except ROIC.) For the Twelve Months Ended December 31, 2025 ($) Operating Income 4,910 Including: Equity investment income 414 Provision for income taxes (82) Adjustments: Equity investment impairment, recovery of losses and other (1) Restructuring charges and other initiatives expense (1) 8 Amortization of Silversea Cruises intangible assets related to Silversea acquisition (2) 6 Adjusted Operating Income 5,254 Invested Capital 29,174 ROIC 18.0% (1)These amounts are included in Marketing, selling and administrative expenses within our consolidated statements of comprehensive income (loss).
Annex: 2025 versus 2024 yield reconciliation and 2025 ROIC · Dépôt 17/04/2026
Certain amounts may not add or calculate due to the use of rounded numbers): Quarter Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Total revenues $ 4,832 $ 4,538 $ 9,284 $ 8,537 Less: Cruise operating expenses 2,547 2,283 4,795 4,362 Depreciation and amortization expenses 464 417 925 829 Gross Margin 1,820 1,838 3,564 3,345 Add: Payroll and related 405 329 806 669 Food 262 246 526 486 Fuel 355 279 619 557 Other operating 615 561 1,157 1,061 Depreciation and amortization expenses 464 417 925 829 Adjusted Gross Margin $ 3,922 $ 3,670 $ 7,597 $ 6,946 APCD 13,572,396 12,942,385 27,275,099 25,600,377 Gross Margin Yields $ 134.11 $ 142.00 $ 130.69 $ 130.67 Net Yields $ 288.95 $ 283.56 $ 278.54 $ 271.33 29 Gross Cruise Costs, Net Cruise Costs and Net Cruise Costs excluding Fuel are calculated as follows (in millions, except APCD and costs per APCD.
Results of operations: quarterly and first-half 2026 yields and capacity · Dépôt 28/07/2026
Our newer vessels traditionally generate higher revenue yield premiums and are more efficient and environmentally friendly to operate than older vessels.
Business: issuer description of newer-vessel yield premiums and efficiency · Dépôt 11/02/2026
Our principal cruise competitors are Carnival Corporation & plc, which owns, among other brands, Aida Cruises, Carnival Cruise Line, Costa Cruises, Cunard Line, Holland America Line, P&O Cruises, Princess Cruises and Seabourn; Disney Cruise Line; MSC Cruises; Norwegian Cruise Line Holdings Ltd, which owns Norwegian Cruise Line, Oceania Cruises, and Regent Seven Seas Cruises; and Virgin Voyages.
2023 Form 10-K business discussion: named principal cruise competitors · Dépôt 21/02/2024
We compete with a number of cruise lines as well as land-based vacation alternatives for consumers’ leisure time.
Business: competition from cruise lines and land-based vacations · Dépôt 21/02/2024
The availability of ports and destinations is affected by a number of factors, including industry demand and competition for key ports and destinations, existing capacity constraints, constraints related to the size of certain ships, security, financial limitations on port development, exclusivity arrangements that ports may have with our competitors, geopolitical developments, local governmental regulations, environmental regulations, and governmental response to disease outbreaks.
Risk factors: destination capacity, competitor exclusivity and access constraints · Dépôt 11/02/2026
In certain destinations, countermeasures to limit the volume of tourists have been contemplated and/or put into effect, including proposed limits on cruise ships and cruise passengers, which could limit the itinerary and destination options we can offer our passengers going forward.
Risk factors: contemplated and implemented destination tourism limits · Dépôt 11/02/2026
24 Operating results for the quarters and six months ended June 30, 2026 compared to the same period in 2025 are shown in the following tables (in millions, except per share data): Quarter Ended June 30, 2026 2025 % of Total Revenues % of Total Revenues Passenger ticket revenues $ 3,344 69.2 % $ 3,199 70.5 % Onboard and other revenues 1,488 30.8 % 1,339 29.5 % Total revenues 4,832 100.0 % 4,538 100.0 % Cruise operating expenses: Commissions, transportation and other 622 12.9 % 606 13.4 % Onboard and other 288 6.0 % 262 5.8 % Payroll and related 405 8.4 % 329 7.2 % Food 262 5.4 % 246 5.4 % Fuel 355 7.3 % 279 6.1 % Other operating 615 12.7 % 561 12.4 % Total cruise operating expenses 2,547 52.7 % 2,283 50.3 % Marketing, selling and administrative expenses 513 10.6 % 508 11.2 % Depreciation and amortization expenses 464 9.6 % 417 9.2 % Operating Income 1,307 27.0 % 1,329 29.3 % Other income (expense): Interest income 5 0.1 % 12 0.3 % Interest expense, net of interest capitalized (236) (4.9) % (228) (5.0) % Equity investment income 67 1.4 % 107 2.4 % Other income 7 0.1 % 11 0.2 % Income before income taxes 1,150 23.8 % 1,232 27.1 % Provision for income taxes (14) (0.3) % (17) (0.4) % Net Income 1,136 23.5 % 1,214 26.8 % Less: Net Income attributable to noncontrolling interest 8 0.2 % 5 0.1 % Net Income attributable to Royal Caribbean Cruises Ltd.
Results of operations: second-quarter 2026 revenue, expenses and operating margin · Dépôt 28/07/2026
Certain amounts may not add or calculate due to the use of rounded numbers): Quarter Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Total cruise operating expenses $ 2,547 $ 2,283 $ 4,795 $ 4,362 Marketing, selling and administrative expenses 513 508 1,095 1,071 Gross Cruise Costs 3,060 2,791 5,890 5,433 Less: Commissions, transportation and other 622 606 1,186 1,128 Onboard and other 288 262 501 463 Net Cruise Costs including other costs 2,150 1,923 4,203 3,842 Less: Restructuring charges and other initiatives expenses (1) — 3 3 6 Net Cruise Costs 2,150 1,920 4,200 3,837 Less: Fuel 355 279 619 557 Net Cruise Costs excluding Fuel $ 1,796 $ 1,641 $ 3,581 $ 3,280 APCD 13,572,396 12,942,385 27,275,099 25,600,377 Gross Cruise Costs per APCD $ 225.48 $ 215.68 $ 215.95 $ 212.22 Net Cruise Costs per APCD $ 158.42 $ 148.34 $ 154.00 $ 149.88 Net Cruise Costs excluding Fuel per APCD $ 132.30 $ 126.76 $ 131.30 $ 128.14 (1)These amounts are included in Marketing, selling and administrative expenses within our consolidated statements of comprehensive income (loss).
Results of operations: cruise costs per available passenger cruise day · Dépôt 28/07/2026
We do not consider customer deposits to be a contract liability until the customer no longer retains the unilateral right, resulting from the passage of time, to cancel such customer's reservation and receive a full refund.
Revenue recognition: customer cancellation and full-refund rights before the contractual cutoff · Dépôt 28/07/2026
During the selling period of a cruise, we continually monitor and adjust our cruise ticket prices for available guest staterooms based on demand, with the objective of maximizing net yields.
Business: demand-based adjustment of prices for available staterooms · Dépôt 11/02/2026
We utilize Adjusted Gross Margin and Net Yields to manage our business on a day-to-day basis as we believe that they are the most relevant measures of our pricing performance because they reflect the cruise revenues earned by us net of our most significant variable costs, which are commissions, transportation and other expenses, and onboard and other expenses.
Financial presentation: net-yield pricing measure and included variable-cost adjustments · Dépôt 28/07/2026
$ 1,128 23.3 % $ 1,210 26.7 % Diluted Earnings per Share 4.20 4.41 25 Six Months Ended June 30, 2026 2025 % of Total Revenues % of Total Revenues Passenger ticket revenues $ 6,365 68.6 % $ 5,942 69.6 % Onboard and other revenues 2,919 31.4 % 2,595 30.4 % Total revenues 9,284 100.0 % 8,537 100.0 % Cruise operating expenses: Commissions, transportation and other 1,186 12.8 % 1,128 13.2 % Onboard and other 501 5.4 % 463 5.4 % Payroll and related 806 8.7 % 669 7.8 % Food 526 5.7 % 486 5.7 % Fuel 619 6.7 % 557 6.5 % Other operating 1,157 12.5 % 1,061 12.4 % Total cruise operating expenses 4,795 51.6 % 4,362 51.1 % Marketing, selling and administrative expenses 1,095 11.8 % 1,071 12.5 % Depreciation and amortization expenses 925 10.0 % 829 9.7 % Operating Income 2,469 26.6 % 2,275 26.6 % Other income (expense): Interest income 10 0.1 % 15 0.2 % Interest expense, net of interest capitalized (514) (5.5) % (477) (5.6) % Equity investment income 151 1.6 % 155 1.8 % Other income 9 0.1 % 15 0.2 % Income before income taxes 2,126 22.9 % 1,983 23.2 % Provision for income taxes (39) (0.4) % (33) (0.4) % Net Income 2,086 22.5 % 1,950 22.8 % Less: Net Income attributable to noncontrolling interest 16 0.2 % 10 0.1 % Net Income attributable to Royal Caribbean Cruises Ltd.
Results of operations: first-half 2026 operating margin and earnings comparison · Dépôt 28/07/2026
CONSOLIDATED STATEMENTS OF CASH FLOW (unaudited; in millions) Six Months Ended June 30, 2026 2025 Operating Activities Net Income $ 2,086 $ 1,950 Adjustments: Depreciation and amortization 925 829 Net deferred income tax (benefit) expense (2) 4 Loss (Gain) on derivative instruments not designated as hedges 8 (56) Share-based compensation expense 68 92 Equity investment income (151) (155) Amortization of debt issuance costs, discounts and premiums 14 46 Loss on extinguishment of debt and inducement expense 60 10 Changes in operating assets and liabilities: Increase in trade and other receivables, net (138) (51) (Increase) decrease in inventories (3) 17 Increase in prepaid expenses and other assets (133) (142) Increase in accounts payable 6 24 Decrease in accrued expenses and other liabilities (107) (21) Increase in customer deposits 996 883 Other, net 65 (57) Net cash provided by operating activities 3,694 3,373 Investing Activities Purchases of property and equipment (3,237) (1,264) Cash received on settlement of derivative financial instruments 109 111 Cash paid on settlement of derivative financial instruments (18) (11) Investments in and loans to unconsolidated affiliates (43) (77) Cash received on loans from unconsolidated affiliates — 70 Other, net (13) 25 Net cash used in investing activities (3,202) (1,146) Financing Activities Debt proceeds 5,716 730 Debt issuance costs (103) (28) Repayments of debt (4,193) (1,945) Repurchase of common stock (1,035) (241) Dividends paid (674) (348) Payments of withholding tax on stock awards (191) (62) Other, net 39 7 Net cash used in financing activities (441) (1,887) Effect of exchange rate changes on cash and cash equivalents (1) 7 Net increase in cash and cash equivalents 50 347 Cash and cash equivalents at beginning of period 825 388 Cash and cash equivalents at end of period $ 875 $ 735 The accompanying notes are an integral part of these consolidated financial statements 4 ROYAL CARIBBEAN CRUISES LTD.
Cash-flow statement: first-half 2026 operating cash, investment, financing and distributions · Dépôt 28/07/2026
CONSOLIDATED BALANCE SHEETS (in millions, except share data) As of June 30, December 31, 2026 2025 (unaudited) Assets Current assets Cash and cash equivalents $ 875 $ 825 Trade and other receivables, net 441 317 Inventories 267 264 Prepaid expenses and other assets 803 690 Derivative financial instruments 47 115 Total current assets 2,433 2,211 Property and equipment, net 38,251 35,696 Operating lease right-of-use assets 618 620 Goodwill 808 808 Other assets 2,534 2,284 Total assets $ 44,644 $ 41,619 Liabilities and Shareholders’ Equity Current liabilities Current portion of long-term debt $ 1,573 $ 3,180 Current portion of operating lease liabilities 71 90 Accounts payable 1,093 953 Accrued expenses and other liabilities 2,165 2,026 Derivative financial instruments 17 67 Customer deposits 6,736 5,739 Total current liabilities 11,655 12,055 Long-term debt 21,263 18,165 Long-term operating lease liabilities 611 600 Other long-term liabilities 654 554 Total liabilities 34,183 31,374 Shareholders’ equity Preferred stock ($0.01 par value; 20,000,000 shares authorized; none outstanding) — — Common stock ($0.01 par value; 500,000,000 shares authorized; 303,877,626 and 303,054,848 shares issued, June 30, 2026 and December 31, 2025, respectively) 3 3 Paid-in capital 7,896 7,964 Retained earnings 7,187 5,925 Accumulated other comprehensive loss (516) (604) Treasury stock (36,429,278 and 32,631,826 common shares at cost, at June 30, 2026 and December 31, 2025, respectively) (4,334) (3,251) Total shareholders’ equity attributable to Royal Caribbean Cruises Ltd.
Balance sheet: June 2026 debt, deposits and equity · Dépôt 28/07/2026
As of June 30, 2026, the aggregate expected cost of our ships on order presented in the table above, excluding any ships on order by our Partner Brands, was approximately $16.5 billion, of which we had deposited $1.3 billion.
Capital commitments: June 2026 expected ship-order cost and deposits · Dépôt 28/07/2026
Included in these figures are $11.1 billion in final contractual installments, which have committed financing covering approximately 80% of the cost of the ships on order for our Global Brands, all of which include sovereign financing guarantees, excluding ships on order for Celebrity River Cruises.
Material cash requirements: committed financing and its coverage exclusions · Dépôt 28/07/2026
Our Corporate Governance Principles require two-thirds of our directors to be independent üLead Independent Director with robust duties and responsibilities üAll members of our Board Committees are independent, reinforcing strong oversight over audit, compensation, governance, risk and corporate responsibility matters Board Responsibilities and Practices üAll directors attended at least 75% of Board and applicable Board committee meetings üOur independent directors regularly meet in executive session without management present, during which the Lead Director presides üThe Board, with the support of the Nominating and Corporate Governance Committee and the Talent and Compensation Committee, is actively involved in overseeing CEO succession planning Rights of Shareholders üAnnual election of directors üMajority of votes cast üShareholders with at least 50% of the outstanding shares can call Special Meetings üAnnual advisory say-on-pay vote üNo poison pill Compensation Accountability üEquity ownership guidelines ◦CEO — 6x salary ◦Other named executive officers — 3x salary ◦Board of Directors — $500,000 üProhibits members of the Board of Directors and Section 16 officers from hedging or pledging company securities üEquity and annual incentive plans provide for recoupment in case of a restatement for material non-compliance with financial reporting requirements Political Contributions Disclosure üMaintain a U.S.
Governance highlights: independent oversight, shareholder rights, ownership guidelines and compensation safeguards · Dépôt 17/04/2026
46 2026 Proxy Statement COMPENSATION DISCUSSION AND ANALYSIS TABLE OF CONTENTS 2025-2027 PERFORMANCE-BASED EQUITY AWARDS For the PSU Awards granted in 2025 for the period ending December 2027, the Talent and Compensation Committee determined to keep the design and equity mix consistent with those implemented in fiscal year 2024, Management and the Talent and Compensation Committee believe Adjusted EPS and ROIC metrics (as described below) continue to be essential to successful execution of our strategic priorities.
Compensation discussion: actual 2025 PSU grants and financial performance metrics · Dépôt 17/04/2026
Return on Invested Capital (ROIC) 45% Represents Adjusted Operating Income (Loss) as reported by the Company in its Form 10-K for the relevant performance periods divided by Invested Capital.
Compensation discussion: 45% ROIC weighting · Dépôt 17/04/2026
DETERMINATION OF EARNED PSUs Performance with regard to the metrics described above will be measured each year during the three-year performance period and combined at the end of using the following weighing: Year Weighting (%) Year 1 - 2025 25 Year 2 - 2026 25 Year 3 - 2027 50 For the 2025 PSU awards for the performance period ending December 2027, the Talent and Compensation Committee continued utilizing a maximum payout of 200% that we transitioned to in fiscal year 2024, without any additional payout opportunity.
Compensation discussion: three-year PSU measurement weights and payout cap · Dépôt 17/04/2026
üThe members of our Board represent a range of backgrounds and experiences üOn an annual basis, the Nominating and Corporate Governance Committee oversees an evaluation of Board and Board committees' performance, which informs Board skills and refreshment Current Board Independence üAll but one of our directors are independent.
Governance highlights: board independence and annual evaluation · Dépôt 17/04/2026
Michael Leavitt Chair of Safety, Environment, Sustainability and Health Committee The Board generally believes that having a unified Chairman and CEO role, combined with an experienced independent Lead Director, most effectively enables the Board to perform its duties.
Governance: combined chairman and CEO role with independent lead director · Dépôt 17/04/2026
Certain provisions of our Articles of Incorporation and By-Laws and Liberian law may inhibit third parties from effectuating a change of control of the Company without approval from our board of directors which could result in the entrenchment of current management.
Risk factors: existing governance provisions and potential management entrenchment · Dépôt 11/02/2026
Wilhelmsen AS and Cruise Associates and their permitted transferees, from acquiring beneficial ownership of more than 4.9% of our outstanding shares without the consent of our board of directors.
Risk factors: board-consent ownership restriction and specified exceptions · Dépôt 11/02/2026
In 2025 we generated $6.5 billion in operating cash flow, maintained an unsecured balance sheet, managed debt maturities, and returned $2.0 billion in capital to shareholders through dividends and share repurchases.
2025 performance: operating cash generation, debt management and shareholder distributions · Dépôt 11/02/2026
As of December 31, 2025, our senior unsecured debt credit rating was BBB- by Standard & Poor's and Baa3 by Moody's.
Debt disclosures: December 2025 senior unsecured credit ratings · Dépôt 11/02/2026
