What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2022-07-29 compared with 2022-05-05 · 64 added, 21 removed, 16 unchanged (84% of the section changed)

1 unchanged sentence

Share Repurchases

The following table provides information about our repurchase of common stock during the quarter ended March 31, 2022.

There were no repurchases of common stock during the quarter ended March 31, 2022.

There were no repurchases of common stock during the quarter ended June 30, 2022.

In connection with our debt covenant waivers, we agreed with our lenders not to engage in stock repurchases for so long as our debt covenant waivers are in effect.

In addition, in the event we engage in share repurchases, we will need to repay the amounts deferred under our export credit facilities.

Period Total number of shares purchased (1)

Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs

January 1, 2022 - January 31,2022 — — — $ —

February 1, 2022 - February 28, 2022 135,398 16.77 — $ —

March 1, 2022 - March 31, 2022 — — — $ —

Total 135,398 $ 16.77

(1) Includes shares related to employee stock plans;

primarily 106,965 performance shares issued that did not vest as the performance criteria was not met and were repurchased at par value of $0.01 per share.

Additionally, shares were withheld by us to cover withholding taxes due at the election of certain holders.

3.1 Amended and Restated By-laws (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on February 11, 2022).

4.1 Indenture, dated March 29, 2021, among the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, principal paying agent, transfer agent, registrar and security agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 30, 2021).

10.1 Hull L34 Credit Agreement, dated as of July 24, 2017, as novated, amended and restated on the Actual Delivery Date pursuant to a Novation Agreement, dated as of July 24, 2017, by and between Royal Caribbean Cruises Ltd., Citibank N.A., SMBC Bank International plc, Citibank Europe plc, and the banks and financial institutions as lender parties thereto*

10.1 Amendment No.

5 to Icon 1 Hull No.

S-1400 Credit Agreement, dated as of July 1, 2022, between Royal Caribbean Cruises Ltd., as the Borrower, the Mandated Lead Arrangers and Lenders from time to time party thereto, KfW IPEX-Bank GmbH as Hermes Agent and Facility Agent, and BNP Paribas Fortis SA/NV as Finnvera Agent.

10.2 Amendment No.

5 to Icon 2 Hull No.

S-1401 Credit Agreement, dated as of July 1, 2022, between Royal Caribbean Cruises Ltd., as the Borrower, the Mandated Lead Arrangers and Lenders from time to time party thereto, KfW IPEX-Bank GmbH as Hermes Agent and Facility Agent, and BNP Paribas Fortis SA/NV as Finnvera Agent.

10.3 Amendment No.

10 in connection with the Credit Agreement in respect of Anthem of the Seas – Hull S-698, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, and the banks and financial institutions listed therein as mandated lead arrangers.

10.4 Amendment No.

7 in connection with the Credit Agreement in respect of Celebrity Eclipse - Hull S-677, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, and KfW IPEX-Bank GmbH.

10.5 Amendment No.

7 in connection with the Credit Agreement in respect of Celebrity Equinox - Hull S-676, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, and KfW IPEX-Bank GmbH.

10.6 Amendment No.

7 in connection with the Credit Agreement in respect of Celebrity Silhouette - Hull S-679, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, and KfW IPEX-Bank GmbH.

10.7 Amendment No.

7 in connection with the Credit Agreement in respect of Celebrity Solstice - Hull S-675, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, and the banks and financial institutions listed therein as mandated co-lead arrangers.

10.8 Amendment Agreement in connection with the Credit Agreement in respect of Celebrity Edge - Hull J34, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, Citibank N.A.

London Branch, SMBC Bank International PLC, Citibank Europe PLC UK Branch, and the banks and financial institutions listed therein as mandated lead arrangers .

10.9 Amendment Agreement in connection with the Credit Agreement in respect of Celebrity Apex - Hull K34, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, Citibank N.A.

London Branch, SMBC Bank International PLC, Citibank Europe PLC UK Branch, and the banks and financial institutions listed therein as mandated lead arrangers.

10.10 Amendment Agreement in connection with the Credit Agreement in respect of Hull L34, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, Citibank Europe PLC UK Branch, Citibank N.A.

London Branch, SMBC Bank International PLC, and the other banks and financial institutions listed therein.

10.11 Amendment Agreement in connection with the Credit Agreement in respect of Hull M34 at Chantiers de L’Atlantique S.A., dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., Houatorris Finance Limited, the lenders party thereto, Citibank Europe PLC UK Branch, Citicorp Trustee Company Limited, Citibank N.A.

London Branch, HSBC Continental Europe, SMBC Bank International PLC, and the other banks and financial institutions listed therein.

10.12 Amendment No.

6 in connection with the Credit Agreement in respect of Icon 1 - Hull 1400, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, BNP Paribas Fortis SA/NV, and the banks and financial institutions listed therein as mandated lead arrangers.

10.13 Amendment No.

6 in connection with the Credit Agreement in respect of Icon 2 - Hull 1401, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, BNP Paribas Fortis SA/NV, and the banks and financial institutions listed therein as mandated lead arrangers.

10.14 Amendment No.

4 in connection with the Credit Agreement in respect of Icon 3 - Hull 1402, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, and KfW IPEX-Bank GmbH.

10.15 Amendment Agreement in connection with the Credit Agreement in respect of Symphony of the Seas - Hull B34, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, Citibank N.A.

London Branch, Citibank Europe PLC, and the banks and financial institutions listed therein as mandated lead arrangers.

10.16 Amendment Agreement in connection with the Credit Agreement in respect of Hull C34, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, Citibank Europe PLC UK Branch, Citibank N.A.

London Branch, SMBC Bank International PLC, and the other banks and financial institutions listed therein.

10.17 Amendment Agreement in connection with the Credit Agreement in respect of Hull A35 at Chantiers de L’Atlantique S.A., dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., Palmeraie Finance Limited, the lenders party thereto, Citibank Europe PLC UK Branch, Citicorp Trustee Company Limited, Citibank N.A.

London Branch, HSBC Continental Europe, and the mandated lead arrangers party thereto.

10.18 Amendment No.

8 in connection with the Credit Agreement in respect of Oasis of the Seas - Hull 1363, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, and BNP Paribas Fortis SA/NV.

10.19 Amendment Agreement in connection with the Credit Agreement in respect of Harmony of the Seas – Hull A34 (EUR Facility), dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., Société Générale, the lenders party thereto, and the banks and financial institutions listed therein as mandated lead arrangers.

10.20 Amendment Agreement in connection with the Credit Agreement in respect of Harmony of the Seas – Hull A34 (USD Facility), dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., Société Générale, the lenders party thereto, and the banks and financial institutions listed therein as mandated lead arrangers.

10.21 Amendment No.

8 in connection with the Credit Agreement in respect of Odyssey of the Seas – Hull S-713, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, and the banks and financial institutions listed therein as mandated lead arrangers.

10.22 Amendment No.

7 in connection with the Credit Agreement in respect of Ovation of the Seas – Hull S-699, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, and the banks and financial institutions listed therein as mandated lead arrangers.

10.23 Amendment No.

10 in connection with the Credit Agreement in respect of Quantum of the Seas – Hull S-697, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, and the banks and financial institutions listed therein as mandated lead arrangers.

10.24 Amendment No.

7 in connection with the Credit Agreement in respect of Celebrity Reflection - Hull S-691, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, and KfW IPEX-Bank GmbH .

10.25 Amendment No.

5 in connection with the Credit Agreement in respect of Hull S-719, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, and KfW IPEX-Bank GmbH.

10.26 Amendment No.

5 in connection with the Credit Agreement in respect of Hull S-720, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, and KfW IPEX-Bank GmbH.

10.27 Amendment No.

7 in connection with the Credit Agreement in respect of Spectrum of the Seas – Hull S-700, dated as of July 21, 2022, between Royal Caribbean Cruises Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, and the banks and financial institutions listed therein as mandated lead arrangers.

10.28 Amendment to the Amended and Restated Credit Agreement, dated as of July 21, 2022, among Royal Caribbean Cruises Ltd., the various financial institutions parties thereto and The Bank of Nova Scotia, as administrative agent for the lender parties.

10.29 Amendment to Term Loan Agreement, dated as of July 21, 2022, among Royal Caribbean Cruises Ltd., the various financial institutions party thereto and Bank of America, N.A., as administrative agent.

10.30 Amendment to Amended and Restated Credit Agreement, dated as of July 21, 2022, among Royal Caribbean Cruises Ltd., the various financial institutions party thereto, and Nordea Bank ABP, New York Branch, as administrative agent.

10.31 Amended and Restated 2008 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 3, 2022).

31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

1 unchanged sentence

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

* Filed herewith

** Furnished herewith

1 unchanged sentence

101 The following financial statements of Royal Caribbean Cruises Ltd.

for the period ended March 31, 2022, formatted in iXBRL (Inline extensible Reporting Language) are filed herewith:

(i) the Consolidated Statements of Comprehensive Income (Loss) for the quarter ended March 31, 2022 and 2021;

(ii) the Consolidated Balance Sheets at March 31, 2022 and December 31, 2021;

(iii) the Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021;

for the period ended June 30, 2022, formatted in iXBRL (Inline extensible Reporting Language) are filed herewith:

(i) the Consolidated Statements of Comprehensive Income (Loss) for the quarters and six months ended June 30, 2022 and 2021;

(ii) the Consolidated Balance Sheets at June 30, 2022 and December 31, 2021;

(iii) the Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021;

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

5 unchanged sentences

Chief Financial Officer

May 5, 2022 (Principal Financial Officer and duly authorized signatory)

July 29, 2022 (Principal Financial Officer and duly authorized signatory)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities