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Item 1. Financial Statements

2025-10-28 compared with 2025-07-29 · 164 added, 143 removed, 775 unchanged (28% of the section changed)

3 unchanged sentences

in millions, except per share data)

Quarter Ended June 30,

Quarter Ended September 30,

Passenger ticket revenues $ 3,637 $ 3,471

31 unchanged sentences

Change in defined benefit plans ( 2 ) 6

Gain (loss) on cash flow derivative hedges 181 ( 31 )

Total other comprehensive income (loss) 176 ( 37 )

Loss on cash flow derivative hedges ( 5 ) ( 95 )

Total other comprehensive loss ( 9 ) ( 99 )

Comprehensive Income 1,570 1,016

8 unchanged sentences

in millions, except per share data)

Six Months Ended June 30,

Nine Months Ended September 30,

Passenger ticket revenues $ 9,579 $ 8,900

31 unchanged sentences

Change in defined benefit plans ( 2 ) 3

Gain on cash flow derivative hedges 309 13

Total other comprehensive income 283 20

Gain (loss) on cash flow derivative hedges 304 ( 82 )

Total other comprehensive income (loss) 274 ( 79 )

Comprehensive Income 3,803 2,258

8 unchanged sentences

(in millions, except share data)

June 30, December 31,

September 30, December 31,

Current assets

29 unchanged sentences

500,000,000 shares authorized;

301,198,157 and 297,368,235 shares issued, June 30, 2025 and December 31, 2024, respectively)

303,038,156 and 297,368,235 shares issued, at September 30, 2025 and December 31, 2024, respectively)

Paid-in capital 7,921 7,831

1 unchanged sentence

Accumulated other comprehensive loss ( 528 ) ( 802 )

Treasury stock ( 29,575,028 and 28,468,430 common shares at cost, June 30, 2025 and December 31, 2024, respectively)

Treasury stock ( 30,849,088 and 28,468,430 common shares at cost, at September 30, 2025 and December 31, 2024, respectively)

( 2,747 ) ( 2,081 )

7 unchanged sentences

(unaudited, in millions)

Six Months Ended June 30,

Nine Months Ended September 30,

Operating Activities

9 unchanged sentences

Increase in trade and other receivables, net ( 34 ) ( 13 )

Decrease in inventories 17 6

Increase in inventories ( 4 ) ( 17 )

Increase in prepaid expenses and other assets ( 42 ) ( 110 )

Increase in accounts payable trade 24 18

Decrease in accrued expenses and other liabilities ( 21 ) ( 47 )

(Decrease) increase in accounts payable trade ( 100 ) 53

Increase (decrease) in accrued expenses and other liabilities 19 ( 142 )

Increase in customer deposits 108 13

Dividends received from unconsolidated affiliates 263 27

Other, net ( 37 ) ( 1 )

6 unchanged sentences

Cash received on loans from unconsolidated affiliates 126 13

Proceeds from sale of unconsolidated affiliates 15 —

Other, net 25 ( 8 )

17 unchanged sentences

(unaudited, in millions)

Six Months Ended June 30,

Nine Months Ended September 30,

Supplemental Disclosure

9 unchanged sentences

Common Stock Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Noncontrolling Interest Total Shareholders' Equity

Balance at April 1, 2025 $ 3 $ 7,846 $ 3,139 $ ( 695 ) $ ( 2,333 ) $ 182 $ 8,142

Balance at July 1, 2025 $ 3 $ 7,874 $ 4,144 $ ( 519 ) $ ( 2,333 ) $ 191 $ 9,360

Activity related to employee stock plans — 47 — — — — 47

1 unchanged sentence

— — ( 276 ) — — — ( 276 )

Convertible notes settlements — ( 14 ) — — — — ( 14 )

Changes related to cash flow derivative hedges — — — ( 5 ) — — ( 5 )

1 unchanged sentence

Foreign currency translation adjustments — — — ( 2 ) — — ( 2 )

Repurchase of common stock — — — — ( 414 ) — ( 414 )

Net Income attributable to noncontrolling interest — — — — — 4 4

3 unchanged sentences

— — 1,575 — — — 1,575

Balance at June 30, 2025 $ 3 $ 7,874 $ 4,144 $ ( 519 ) $ ( 2,333 ) $ 191 $ 9,360

Balance at September 30, 2025 $ 3 $ 7,921 $ 5,443 $ ( 528 ) $ ( 2,747 ) $ 196 $ 10,288

Common Stock Paid-in Capital

6 unchanged sentences

Changes related to cash flow derivative hedges — — — 304 — — 304

Change in defined benefit plans — — — ( 2 ) — — ( 2 )

Foreign currency translation adjustments — — — ( 28 ) — — ( 28 )

5 unchanged sentences

— — 3,514 — — — 3,514

Balance at June 30, 2025 $ 3 $ 7,874 $ 4,144 $ ( 519 ) $ ( 2,333 ) $ 191 $ 9,360

Balance at September 30, 2025 $ 3 $ 7,921 $ 5,443 $ ( 528 ) $ ( 2,747 ) $ 196 $ 10,288

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

2 unchanged sentences

Common Stock Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Noncontrolling Interest Total Shareholders' Equity

Balance at April 1, 2024 $ 3 $ 7,496 $ 350 $ ( 617 ) $ ( 2,081 ) $ 174 $ 5,325

Balance at July 1, 2024 $ 3 $ 7,536 $ 1,204 $ ( 654 ) $ ( 2,081 ) $ 174 $ 6,182

Activity related to employee stock plans — 29 — — — — 29

Common stock dividends, $ 0.40 per share

— — ( 108 ) — — — ( 108 )

Convertible notes settlements — 104 — — — — 104

Changes related to cash flow derivative hedges — — — ( 95 ) — — ( 95 )

5 unchanged sentences

— — 1,111 — — — 1,111

Balance at June 30, 2024 3 7,536 1,204 ( 654 ) ( 2,081 ) 174 6,182

Balance at September 30, 2024 $ 3 $ 7,669 $ 2,207 $ ( 753 ) $ ( 2,081 ) $ 179 $ 7,224

Common Stock Paid-in Capital (Accumulated Deficit)

2 unchanged sentences

Activity related to employee stock plans — 91 — — — — 91

Common stock dividends, $ 0.40 per share

— — ( 108 ) — — — ( 108 )

Convertible notes settlements — 104 — — — — 104

Changes related to cash flow derivative hedges — — — ( 82 ) — — ( 82 )

Change in defined benefit plans — — — 3 — — 3

Foreign currency translation adjustments — — — 10 — — 10

Repurchase of common stock — — — — ( 12 ) — ( 12 )

3 unchanged sentences

— — 2,325 — — — 2,325

Balance at June 30, 2024 $ 3 $ 7,536 $ 1,204 $ ( 654 ) $ ( 2,081 ) $ 174 $ 6,182

Balance at September 30, 2024 $ 3 $ 7,669 $ 2,207 $ ( 753 ) $ ( 2,081 ) $ 179 $ 7,224

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

3 unchanged sentences

and, depending on the context, Royal Caribbean Cruises Ltd.’s consolidated subsidiaries and/or affiliates.

The terms “Royal Caribbean,” “Celebrity Cruises,” and "Silversea Cruises" refer to our wholly owned global cruise brands.

The terms “Royal Caribbean,” “Celebrity Cruises,” and "Silversea" refer to our wholly owned global cruise brands.

Throughout this Quarterly Report on Form 10-Q, we also refer to our partner brands in which we hold an ownership interest, including “Mein Schiff” and "Hapag-Lloyd Cruises." However , because these partner brands are unconsolidated investments, our operating results and other disclosures herein do not include these brands unless otherwise specified.

6 unchanged sentences

We own and operate three global cruise brands:

Royal Caribbean, Celebrity Cruises and Silversea Cruises (collectively, our "Global Brands").

Royal Caribbean, Celebrity Cruises and Silversea (collectively, our "Global Brands").

We also own a 50 % joint venture interest in TUI Cruises GmbH ("TUIC", "TUI Cruises"), which operates the German brands Mein Schiff and Hapag-Lloyd Cruises (collectively, our "Partner Brands").

We account for our investments in our Partner Brands under the equity method of accounting.

Together, our Global Brands and our Partner Brands operated a combined fleet of 67 ships as of June 30, 2025.

Together, our Global Brands and our Partner Brands operated a combined fleet of 68 ships as of September 30, 2025.

Our ships offer a selection of worldwide itineraries that call on more than 1,000 destinations in over 120 countries on all seven continents.

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We are evaluating the impact of the new guidance on disclosures to our consolidated financial statements.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles - Goodwill and Other - Internal - Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal - Use Software.

This new guidance is intended to eliminate the use of project stages and introduces a principles-based framework for recognizing and capitalizing internal-use software costs.

The ASU is effective for annual periods beginning after December 15, 2027, including interim periods within those annual periods.

Early adoption is permitted.

We are evaluating the impact of the new guidance on our consolidated financial statements and related disclosures.

Reclassifications

For the nine months ended September 30, 2025, we separately presented Dividends received from unconsolidated affiliates in our consolidated statements of cash flows.

As a result, prior year amounts were reclassified from Other, net within Operating Activities to conform to the current year presentation.

Revenue Recognition

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These types of port costs, along with port costs that do not vary by passenger head counts, are included in our operating expenses.

The amounts of port costs charged to our guests and included within Passenger ticket revenues on a gross basis were $ 318 million and $ 266 million for the quarters ended June 30, 2025 and 2024, respectively, and $ 594 million and $ 509 million for the six months ended June 30, 2025 and 2024, respectively.

The amounts of port costs charged to our guests and included within Passenger ticket revenues on a gross basis were $ 371 million and $ 313 million for the quarters ended September 30, 2025 and 2024, respectively, and $ 965 million and $ 822 million for the nine months ended September 30, 2025 and 2024, respectively.

Our total revenues also include Onboard and other revenues , which consist primarily of revenues from the sale of goods and services onboard our ships that are not included in passenger ticket prices.

3 unchanged sentences

The following table disaggregates our total revenues by geographic regions where we provide cruise itineraries (in millions):

Quarter Ended June 30, Six Months Ended June 30,

Quarter Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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Passenger ticket revenues are attributed to geographic areas based on where the reservation originates.

For the quarters and six months ended June 30, 2025 and 2024, our guests were sourced from the following areas:

Quarter Ended June 30,

For the quarters and nine months ended September 30, 2025 and 2024, our guests were sourced from the following areas:

Quarter Ended September 30,

Passenger ticket revenues:

1 unchanged sentence

All other countries (1) 27 % 26 %

Six Months Ended June 30,

Nine Months Ended September 30,

Passenger ticket revenues:

1 unchanged sentence

All other countries (1) 25 % 25 %

(1) No other individual country's revenue exceeded 10% for the quarters and six months ended June 30, 2025 and 2024.

(1) No other individual country's revenue exceeded 10% for the quarters and nine months ended September 30, 2025 and 2024.

Customer Deposits and Contract Liabilities

3 unchanged sentences

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.

Customer deposits presented in our consolidated balance sheets include contract liabilities of $ 3.5 billion and $ 2.8 billion as of June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025, our customer deposit balance includes approximately $ 139 million of unredeemed future cruise credits ("FCCs"), which were mostly held by guests with bookings on sailings that were cancelled during our suspension of global cruise operations.

Customer deposits presented in our consolidated balance sheets include contract liabilities of $ 2.8 billion as of September 30, 2025 and December 31, 2024.

As of September 30, 2025, our customer deposit balance includes approximately $ 93 million of unredeemed future cruise credits ("FCCs"), which were mostly held by guests with bookings on sailings that were cancelled during our suspension of global cruise operations.

Our FCCs are not refundable and do not have expiration dates.

Based upon our analysis of historical redemption experience, we believe a portion of our FCCs are not probable of being used in future periods.

Based on our current estimates, we recognized an immaterial amount of FCC breakage revenue during the quarters and six months ended June 30, 2025, and June 30, 2024.

Based upon our analysis of historical

redemption experience, we believe a portion of our FCCs are not probable of being used in future periods.

Based on our current estimates, we recognized an immaterial amount of FCC breakage revenue during the quarters and nine months ended September 30, 2025, and 2024.

We will continue to monitor changes in redemption behavior and estimate and record revenue associated with breakage when the likelihood of the customer exercising their remaining rights becomes remote.

6 unchanged sentences

Our credit card processing agreements require us, under certain circumstances, to maintain a reserve that can be satisfied by posting collateral.

As of June 30, 2025, none of our credit card processors required us to maintain a reserve.

As of September 30, 2025, none of our credit card processors required us to maintain a reserve.

We have contract assets that are conditional rights to consideration for satisfying the construction services performance obligations under a service concession arrangement.

As of June 30, 2025 and December 31, 2024, our contract assets were $ 169 million and $ 161 million, respectively, and were included within Other assets in our consolidated balance sheets.

As of September 30, 2025 and December 31, 2024, our contract assets were $ 184 million and $ 161 million, respectively, and were included within Other assets in our consolidated balance sheets.

Given the short duration of our cruises and our collection terms, we do not have any other significant contract assets.

1 unchanged sentence

Prepaid travel advisor commissions and prepaid credit and debit card fees are an incremental cost of obtaining contracts with customers that we recognize as an asset and include within Prepaid expenses and other assets in our consolidated balance sheets.

Prepaid travel advisor commissions and prepaid credit and debit card fees were $ 304 million and $ 252 million as of June 30, 2025 and December 31, 2024, respectively.

Prepaid travel advisor commissions and prepaid credit and debit card fees were $ 244 million and $ 252 million as of September 30, 2025 and December 31, 2024, respectively.

Our prepaid travel advisor commissions and prepaid credit and debit card fees are recognized at the time of revenue recognition or at the time of voyage cancellation, and are reported primarily within Commissions, transportation and other in our consolidated statements of comprehensive income (loss).

1 unchanged sentence

Basic and diluted earnings per share is as follows (in millions, except per share data):

Quarter Ended June 30, Six Months Ended June 30,

Quarter Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

13 unchanged sentences

(1) Per share amounts may not calculate due to the use of rounded numbers.

T here were no antidilutive shares for the quarters and six months ended June 30, 2025, and 2024, respectively, from our stock-based awards and convertible notes.

T here were no antidilutive shares for the quarter and nine months ended September 30, 2025, respectively, compared to 14,706,077 antidilutive shares from our convertible notes for the quarter ended September 30, 2024, and no antidilutive shares for the nine months ended September 30, 2024.

Property and Equipment

In July 2025, we closed on our acquisition of the Port of Costa Maya and adjacent land in Mahahual, Mexico.

The final purchase price was $ 294 million.

The Company accounted for this acquisition as an asset acquisition, whereby the final purchase price was allocated to the net assets acquired on the basis of their estimated fair values on the acquisition date.

The primary asset acquired is land that will be developed into another destination in our Perfect Day Collection, Perfect Day Mexico, expected to open in 2027.

Investments and Other Assets

16 unchanged sentences

Accordingly, we do not consolidate this entity and account for this investment under the equity method of accounting.

As of June 30, 2025, the net book value of our investment in TUIC was $ 1.0 billion, primarily consisting of $ 983 million in equity and a loan of € 47 million, or approximately $ 55 million based on the exchange rate at June 30, 2025.

As of September 30, 2025, the net book value of our investment in TUIC was $ 887 million, primarily consisting of equity.

As of December 31, 2024, the net book value of our investment in TUIC was $ 814 million, primarily consisting of $ 749 million in equity and a loan of € 55 million, or approximately $ 57 million based on the exchange rate at December 31, 2024.

which was made in connection with the sale of Splendour of the Seas in April 2016, accrues interest at a rate of 6.25 % per annum and is scheduled to mature in April 2026.

This loan is 50 % guaranteed by TUI AG and is secured by a first priority mortgage on the ship.

During September 2025, the loan, which was made in connection with the sale of Splendour of the Seas in April 2016, was fully repaid.

TUIC has various ship construction and financing agreements which include certain restrictions on each of our and TUI AG’s ability to reduce our current ownership interest in TUIC below 37.55 % through May 2033.

9 unchanged sentences

These floating drydocks will be novated to Grand Bahama and allow it to service the entire range of cruise ships in operation and under construction, as well as much of the world’s commercial shipping fleet.

We and our joint venture partners have each guaranteed 33 % of certain installment payments payable by Floating Docks under the drydock and related construction contracts, which have been and continue to be contingent on the achievement of certain construction milestones, resulting in our remaining payment guarantees being immaterial as of June 30, 2025.

Our investment in Floating Docks, including loans, is $ 102 million as of June 30, 2025.

We and our joint venture partners have each guaranteed 33 % of certain installment payments payable by Floating Docks under the drydock and related construction contracts, which have been and continue to be contingent on the achievement of the remaining construction milestones, resulting in our remaining payment guarantees being immaterial as of September 30, 2025.

Our investment in Floating Docks, including loans, is $ 119 million as of September 30, 2025.

We have determined that Floating Docks is a VIE.

3 unchanged sentences

In June 2025, we sold one-third of our ownership interests in both Grand Bahama and Floating Docks.

Our noncontrolling interests in Grand Bahama and Floating Docks were reduced from 49 % and 50 %, respectively, at March 31, 2025 to approximately 33 % of each as of June 30, 2025.

Our noncontrolling interests in Grand Bahama and Floating Docks were reduced from 49 % and 50 %, respectively, at March 31, 2025 to approximately 33 % of each as of September 30, 2025.

The sale did not have a material impact to our consolidated financial statements.

The following tables set forth information regarding our investments accounted for under the equity method of accounting, including the entities discussed above (in millions):

Quarter Ended June 30, Six Months Ended June 30,

Quarter Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Share of equity income from investments $ 158 $ 106 $ 313 $ 203

As of June 30, 2025 As of December 31, 2024

Dividends received (1)

$ 259 $ 22 $ 262 $ 27

(1) During the quarter and nine months ended September 30, 2025, TUI Cruises paid us dividends totaling $ 258 million, The amounts included in the table above are net of tax withholdings.

As of September 30, 2025 As of December 31, 2024

Total notes receivable due from equity investments $ 118 $ 138

8 unchanged sentences

Weighted Average Rate (1)

Maturities Through As of June 30, 2025 As of December 31, 2024

Maturities Through As of September 30, 2025 As of December 31, 2024

Fixed rate debt:

11 unchanged sentences

Euro unsecured term loan 3.28 %

2025 - 2028 206 212

Total variable rate debt 2,664 2,779

6 unchanged sentences

Long-term portion $ 17,203 $ 18,473

(1) Weighted average interest rates are based on outstanding loan balance as of June 30, 2025, and for variable rate debt include either EURIBOR or Term SOFR plus the applicable margin.

(1) Weighted average interest rates are based on outstanding loan balance as of September 30, 2025, and for variable rate debt include either EURIBOR or Term SOFR plus the applicable margin.

(2) Advances under our unsecured revolving credit facilities accrue interest at Term SOFR plus an interest rate margin of 1.10 %.

Based on applicable Term SOFR rates, as of June 30, 2025, the interest rate under the unsecured credit facilities was 5.42 %.

Based on applicable Term SOFR rates, as of September 30, 2025, the interest rate under the unsecured credit facilities was 5.23 %.

We also pay a facility fee of 0.15 % of the total commitments under such facility.

(3) At June 30, 2025 and December 31, 2024, the weighted average interest rate for total debt was 4.64 % and 5.03 %, respectively .

(3) At September 30, 2025 and December 31, 2024, the weighted average interest rate for total debt was 4.65 % and 5.03 %, respectively .

Unsecured revolving credit facilities

1 unchanged sentence

The commitments are split evenly between the two facilities and are scheduled to mature in October 2028 and October 2030.

As of June 30, 2025, our unsecured revolving credit facilities were undrawn.

As of September 30, 2025, our unsecured revolving credit facilities were undrawn.

Convertible Notes due 2025

2 unchanged sentences

The convertible notes exchange resulted in an immaterial induced conversion expense.

In August 2025, the remaining $ 106 million of our 6.00 % Convertible Senior Notes matured.

The notes and accrued interest were settled using a combination of $ 109 million in cash, and the issuance of approximately 1.8 million shares of common stock.

Debt financing transaction

In October 2025 we issued $ 1.5 billion of aggregate principal amount of 5.375 % senior notes due in 2036.

The Company used the net proceeds from the offering to finance the delivery of Celebrity Xcel at a lower cost compared to utilizing its existing committed export credit agency facility, with the remaining proceeds used to pay down other debt.

Export credit facilities and agency guarantees

In July 2025, we took delivery of Star of the Seas .

To finance the delivery, we borrowed a total of $ 1.6 billion under the committed financing agreement, resulting in an unsecured term loan which is 95 % guaranteed by Finnvera plc.

To finance the delivery, we used a combination of cash and borrowed a total of $ 1.6 billion under the committed financing agreement, resulting in an unsecured term loan which is 95 % guaranteed by Finnvera plc.

The unsecured term loan amortizes semi-annually over 12 years and bears interest primarily at a fixed rate of 3.76 % per annum.

All of our unsecured ship financing term loans are guaranteed by the export credit agency in the respective country in which the ship is constructed.

For the majority of the loans as of June 30, 2025, we pay to the applicable export credit agency, depending on the financing agreement, an upfront fee of 2.35 % to 5.48 % of the maximum loan amount in consideration for these guarantees.

For the majority of the loans as of September 30, 2025, we pay to the applicable export credit agency, depending on the financing agreement, an upfront fee of 2.35 % to 5.48 % of the maximum loan amount in consideration for these guarantees.

We amortize the fees through interest expense that are paid upfront over the life of the loan.

We classify these fees within Amortization of debt issuance costs, discounts and premiums in our consolidated statements of cash flows.

the loan being drawn, we present these fees within Other assets in our consolidated balance sheets.

Prior to the loan being drawn, we present these fees within Other assets in our consolidated balance sheets.

Once the loan is drawn, such fees are classified as a discount to the related loan, or contra-liability account, within Current portion of long-term debt or long-term debt .

1 unchanged sentence

Our revolving credit facilities, the majority of our term loans, and certain of our credit card processing agreements, contain covenants that require us, among other things, to maintain a fixed charge coverage ratio, and limit our net debt-to-capital ratio.

As of June 30, 2025, we were in compliance with our debt covenants and we estimate we will be in compliance for the next twelve months.

As of September 30, 2025, we were in compliance with our debt covenants and we estimate we will be in compliance for the next twelve months.

Annual maturities

The following is a schedule of annual maturities on our total debt, including finance leases, as of June 30, 2025 for each of the next five years (in millions):

Year As of June 30, 2025 (1)

The following is a schedule of annual maturities on our total debt, including finance leases, as of September 30, 2025 for each of the next five years (in millions):

Year As of September 30, 2025 (1)

Remainder of 2025 $ 462

Thereafter 10,214

(1) Debt denominated in other currencies is calculated based on the applicable exchange rate at June 30, 2025.

(1) Debt denominated in other currencies is calculated based on the applicable exchange rate at September 30, 2025.

Operating leases

Our operating leases primarily relate to preferred berthing arrangements, real estate, and shipboard equipment which are included within Operating lease right-of-use assets , and Long-term operating lease liabilities with the current portion of the liability included within Current portion of operating lease liabilities in our consolidated balance sheets as of June 30, 2025 and December 31, 2024.

Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet.

1 unchanged sentence

The company's preferred berthing agreement with Miami-Dade County ("County") includes the development plans for the County to finance the construction of a new and improved cruise Terminal G at PortMiami.

The aggregate amount of the operating lease liabilities recorded for this berthing agreement was $ 168 million as of June 30, 2025 and December 31, 2024, respectively.

The aggregate amount of the operating lease liabilities recorded for this berthing agreement was $ 169 million and $ 167 million as of September 30, 2025 and December 31, 2024, respectively.

There will be future remeasurements of the operating lease as the County completes several construction milestones throughout the term of the extended lease, including an expected remeasurement in 2027 or later, when the County satisfies substantial completion of Terminal G, as the minimum lease payments will increase at such time to approximately $ 55 million per year, with expected 3 % annual increases thereafter.

6 unchanged sentences

Treasury note rates corresponding to lease terms increased by the Company’s credit risk spread and reduced by the estimated impact of collateral.

I n addition, we have lease agreements with lease and non-lease components, which are generally accounted for separately.

In addition, we have lease agreements with lease and non-lease components, which are generally accounted for separately.

However, for berthing agreements, we account for the lease and non-lease components as a single lease component.

1 unchanged sentence

Our finance leases primarily relate to buildings and surrounding land located at our Miami headquarters.

Finance leases are included within Property and Equipment , net and Long-term debt with the current portion of the liability included within Current portion of long-term debt in our consolidated balance sheets as of June 30, 2025 and December 31, 2024.

The Company's master lease agreement (“Master Lease”) with the County related to the buildings and surrounding land located at our Miami headquarters is classified as a finance lease in accordance with ASC 842, Leases .

2 unchanged sentences

The modification of the Master Lease did not change the classification of the lease.

The total aggregate amount of the finance lease liabilities recorded for this Master Lease was $ 107 million as of June 30, 2025 and $ 106 million as of December 31, 2024, respectively.

The total aggregate amount of the finance lease liabilities recorded for this Master Lease was $ 107 million as of September 30, 2025 and $ 106 million as of December 31, 2024, respectively.

The development of the new campus buildings are expected to be completed in 2026, and the lease components will be recorded within our consolidated financial statements upon commencement.

The components of lease expense were as follows (in millions):

Consolidated Statement of Comprehensive Income (Loss) Classification Quarter Ended June 30, 2025 Six Months Ended June 30, 2025

Consolidated Statement of Comprehensive Income (Loss) Classification Quarter Ended September 30, 2025 Nine Months Ended September 30, 2025

Operating lease costs Commission, transportation and other $ 37 $ 148

5 unchanged sentences

Total lease costs $ 49 $ 182

Consolidated Statement of Comprehensive Income (Loss) Classification Quarter Ended June 30, 2024 Six Months Ended June 30, 2024

Consolidated Statement of Comprehensive Income (Loss) Classification Quarter Ended September 30, 2024 Nine Months Ended September 30, 2024

Operating lease costs Commission, transportation and other $ 38 $ 151

6 unchanged sentences

In addition, certain of our berthing agreements include variable lease costs based on the number of passengers berthed.

During the quarter and six months ended June 30, 2025, we had $ 27 million and $ 86 million of variable lease costs recorded within Commission, transportation and other in our consolidated statement of comprehensive income (loss), respectively, compared to $ 28 million and $ 79 million of variable lease costs recorded within Commission, transportation and other in our consolidated statement of comprehensive income (loss) during the quarter and six months ended June 30, 2024, respectively.

During the quarter and nine months ended September 30, 2025, we had $ 18 million and $ 104 million of variable lease costs recorded within Commission, transportation and other in our consolidated statement of comprehensive income (loss), respectively, compared to $ 13 million and $ 92 million of variable lease costs recorded within Commission, transportation and other in our consolidated statement of comprehensive income (loss) during the quarter and nine months ended September 30, 2024, respectively.

These variable lease costs are included within the balances presented above.

The weighted average of the remaining lease terms and weighted average discount rates are as follows:

As of June 30, 2025 As of December 31, 2024

As of September 30, 2025 As of December 31, 2024

Weighted average of the remaining lease term in years

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Supplemental cash flow information related to leases is as follows (in millions):

Six Months Ended June 30, 2025 Six Months Ended June 30, 2024

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

Cash paid for amounts included in the measurement of lease liabilities:

2 unchanged sentences

Financing cash flows from finance leases $ 5 $ 19

As of June 30, 2025, maturities related to lease liabilities were as follows (in millions):

As of September 30, 2025, maturities related to lease liabilities were as follows (in millions):

Year Operating Leases Finance Leases

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Ship Purchase Obligations

As of June 30, 2025, our Global Brands and our Partner Brands have the following ships on order:

As of September 30, 2025, our Global Brands and our Partner Brands have the following ships on order:

Ship Shipyard Expected delivery Approximate

1 unchanged sentence

Unnamed Chantiers de l'Atlantique 2nd Quarter 2028 5,700

Star of the Seas (1)

Meyer Turku Oy 3rd Quarter 2025 5,600

Legend of the Seas Meyer Turku Oy 2nd Quarter 2026 5,600

2 unchanged sentences

Celebrity Xcel Chantiers de l'Atlantique 4th Quarter 2025 3,250

Unnamed Chantiers de l'Atlantique 4th Quarter 2028 3,250

Celebrity Xcite Chantiers de l'Atlantique 4th Quarter 2028 3,250

Mein Schiff —

Mein Schiff Flow Fincantieri 2nd Quarter 2026 4,100

Unnamed Fincantieri 1st Quarter 2031 4,100

Unnamed Fincantieri 4th Quarter 2032 4,100

Total Berths 35,700

(1) In July 2025, we took delivery of Star of the Seas.

In January 2025, we announced the launch of Celebrity River Cruises, a premium river cruise vacation.

We entered into agreements for the commitment to an initial order of 10 ships with plans to sail in 2027.

In October 2025, we executed definitive building contracts for the first four ships in the initial order.

In March 2025, we entered into a credit agreement for the unsecured financing of the seventh Oasis-class ship for approximately 80 % of the ship’s contract price and our building contract with Chantiers de l'Atlantique became effective.

Bpifrance Assurance Export, the official French export credit agency, has agreed to guarantee to the lenders 100 % of the financing.

The maximum loan amount under the facility is not to exceed the United States dollar equivalent of € 1.7 billion, or approximately $ 2.0 billion based on the exchange rate at June 30, 2025.

The maximum loan amount under the facility is not to exceed the United States dollar equivalent of € 1.7 billion, or approximately $ 2.0 billion based on the exchange rate at September 30, 2025.

The loan will amortize semi-annually and will mature 12 years following delivery of the ship.

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The seventh Oasis-class ship will have a capacity of approximately 5,700 berths.

In May 2025, we amended the credit agreement for the third Icon-class ship, Legend of the Seas , to increase the maximum loan amount by € 334 million or $ 392 million based on the exchange rate at June 30, 2025.

Interest on the incremental portion of the loan will accrue at a floating rate equal to Term SOFR plus 0.90 %.

In May 2025, the conditions for effectiveness including financing on our agreement with Meyer Turku Oy to build a fourth Icon-class ship for delivery in 2027 became effective.

In June 2025, we entered into a credit agreement for the unsecured financing of the sixth Edge-class ship for approximately 80 % of the ship’s contract price and our building contract with Chantiers de l'Atlantique became effective.

In June 2025, we entered into a credit agreement for the unsecured financing of the sixth Edge-class ship, Celebrity Xcite, for approximately 80 % of the ship’s contract price and our building contract with Chantiers de l'Atlantique became effective.

Bpifrance Assurance Export, has agreed to guarantee to the lenders 100 % of the financing.

The maximum loan amount under the facility is not to exceed the United States dollar equivalent of € 1.0 billion, or approximately $ 1.2 billion based on the exchange rate at June 30, 2025.

The maximum loan amount under the facility is not to exceed the United States dollar equivalent of € 1.0 billion, or approximately $ 1.2 billion based on the exchange rate at September 30, 2025.

The loan will amortize semi-annually and will mature 12 years following delivery of the ship.

Interest on the loan will accrue at a floating rate equal to Term SOFR plus 0.85 % per annum.

The sixth Edge-class ship will have a capacity of approximately 3,250 berths.

As of June 30, 2025, the aggregate cost of our ships on order presented in the table above, not including any ships on order by our Partner Brands, was approximately $ 12.1 billion, of which we had deposited $ 1.4 billion.

Celebrity Xcite will have a capacity of approximately 3,250 berths.

As of September 30, 2025, the aggregate cost of our ships on order presented in the table above, not including any ships on order by our Partner Brands, was approximately $ 9.7 billion, of which we had deposited $ 1.0 billion.

Refer to Note 12 .

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The plaintiff's petition for a rehearing by the full 11th Circuit was subsequently denied.

The plaintiff has petitioned the United States Supreme Court for a writ of certiorari.

The plaintiff petitioned the United States Supreme Court for a writ of certiorari, which was granted on October 3, 2025.

During the fourth quarter of 2022, we recorded a charge of approximately $ 130 million to Other (expense) income 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 (expense) income within our consolidated statements of comprehensive income (loss).

The outcome of the litigation is inherently unpredictable and subject to significant uncertainties, and there can be no assurances that the final outcome of this case will be favorable.

In addition, we are routinely involved in claims typical within the cruise vacation industry.

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If this were to occur, it would have an adverse impact on our liquidity and operations.

In July 2025, we closed on our acquisition of the Port of Costa Maya and adjacent land in Mahahual, Mexico for approximately $ 292 million.

The majority of the fair value was allocated to land, net of assumed liabilities.

Shareholders' Equity

During both first and second quarter of 2025, we declared a cash dividend on our common stock of $ 0.75 per share, which was paid in April 2025 and July 2025, respectively.

During the first quarter of 2025, we also paid a cash dividend on our common stock of $ 0.55 per share, which was declared during the fourth quarter of 2024.

During the quarter ended September 30, 2025, our Board of Directors (the "Board") declared a cash dividend on our common stock of $ 1.00 per share, which was paid in October 2025.

Compared to the first and second quarter of 2025, when we declared cash dividends on our common stock of $ 0.75 per share, which was paid in April 2025 and July 2025, respectively.

During the first quarter of 2025, we paid a cash dividend on our common stock of $ 0.55 per share, which was declared during the fourth quarter of 2024.

Common Stock Repurchase Program

In February 2025, our board of directors (the "Board") authorized a 12-month common stock repurchase program for up to $ 1.0 billion.

In February 2025, our Board of Directors authorized a 12-month common stock repurchase program for up to $ 1.0 billion.

The timing and number of shares to be repurchased will depend on a variety of factors including price and market conditions.

Repurchases under the program may be made at management's discretion from time to time on the open market or through privately negotiated transactions.

During the six months ended June 30, 2025, we repurchased 1.0 million shares of our common stock under this program, for a total of $ 241 million in open market transactions that were recorded within Treasury stock in our consolidated balance sheets.

As of June 30, 2025, we have $ 759 million that remains available for future stock repurchase transactions under our Board authorized program.

During the nine months ended September 30, 2025, we repurchased 2.3 million shares of our common stock under this program, for a total of $ 655 million in open market transactions that were recorded within Treasury

stock in our consolidated balance sheets.

As of September 30, 2025, we have $ 345 million that remains available for future stock repurchase transactions under our Board authorized program.

Changes in Accumulated Other Comprehensive Loss

The following table presents the changes in accumulated other comprehensive loss by component for the six months ended June 30, 2025 and 2024 (in millions):

Accumulated Other Comprehensive Loss for the Six Months Ended June 30, 2025 Accumulated Other Comprehensive Loss for the Six Months Ended June 30, 2024

The following table presents the changes in accumulated other comprehensive loss by component for the nine months ended September 30, 2025 and 2024 (in millions):

Accumulated Other Comprehensive Loss for the Nine Months Ended September 30, 2025 Accumulated Other Comprehensive Loss for the Nine Months Ended September 30, 2024

Changes related to cash flow derivative hedges Changes in defined benefit plans Foreign currency translation adjustments Accumulated other comprehensive loss Changes related to cash flow derivative hedges Changes in defined benefit plans Foreign currency translation adjustments Accumulated other comprehensive loss

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Ending balance $ ( 519 ) $ 8 $ ( 17 ) $ ( 528 ) $ ( 748 ) $ 1 $ ( 6 ) $ ( 753 )

The following table presents reclassifications out of accumulated other comprehensive loss for the quarters and six months ended June 30, 2025 and 2024 (in millions):

The following table presents reclassifications out of accumulated other comprehensive loss for the quarters and nine months ended September 30, 2025 and 2024 (in millions):

Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income

Details About Accumulated Other Comprehensive Loss Components Quarter Ended June 30, 2025 Quarter Ended June 30, 2024 Six Months Ended June 30, 2025 Six Months Ended June 30, 2024 Affected Line Item in Statements of

Details About Accumulated Other Comprehensive Loss Components Quarter Ended September 30, 2025 Quarter Ended September 30, 2024 Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024 Affected Line Item in Statements of

Comprehensive Income (Loss)

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Foreign currency forward contracts ( 6 ) ( 6 ) ( 17 ) ( 17 ) Depreciation and amortization expenses

Foreign currency forward contracts — — — — Other (expense) income

Fuel swaps — — — — Other (expense) income

Fuel swaps ( 2 ) 3 ( 2 ) 17 Fuel

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The estimated fair value of our financial instruments that are not measured at fair value, categorized based upon the fair value hierarchy, are as follows (in millions):

Fair Value Measurements at June 30, 2025 Fair Value Measurements at December 31, 2024

Fair Value Measurements at September 30, 2025 Fair Value Measurements at December 31, 2024

Description Total Carrying Amount Total Fair Value Level 1 (1)

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The valuation model also takes into account the creditworthiness of the Company.

We valued our senior notes and convertible notes using a quoted market price, which is considered a Level 2 input as it is observable in the market;

We valued our senior notes using a quoted market price, which is considered a Level 2 input as it is observable in the market;

however, these instruments have a limited trading volume and as such this fair value estimate is not necessarily indicative of the value at which the instruments could be retired or transferred.

(3) Inputs that are unobservable.

The Company did not use any Level 3 inputs as of June 30, 2025 and December 31, 2024.

The Company did not use any Level 3 inputs as of September 30, 2025 and December 31, 2024.

(4) Consists of cash and marketable securities with original maturities of less than 90 days.

(5) Consists of unsecured revolving credit facilities, senior notes, term loans and convertible notes.

(5) Consists of unsecured revolving credit facilities, senior notes, and term loans.

These amounts do not include our finance lease obligations.

Other Financial Instruments

The carrying amounts of accounts receivable, accounts payable, and accrued expenses approximate fair value as of June 30, 2025 and December 31, 2024.

The carrying amounts of accounts receivable, accounts payable, and accrued expenses approximate fair value as of September 30, 2025 and December 31, 2024.

Assets and liabilities that are recorded at fair value have been categorized based upon the fair value hierarchy.

The following table presents information about the Company’s financial instruments recorded at fair value on a recurring basis (in millions):

Fair Value Measurements at June 30, 2025 Fair Value Measurements at December 31, 2024

Fair Value Measurements at September 30, 2025 Fair Value Measurements at December 31, 2024

Description Total Level 1 (1)

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Valuation of these items does not entail a significant amount of judgment.

No Level 1 inputs were used in fair value measurements of other financial instruments as of June 30, 2025 and December 31, 2024.

No Level 1 inputs were used in fair value measurements of other financial instruments as of September 30, 2025 and December 31, 2024.

(2) Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

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(3) Inputs that are unobservable.

No Level 3 inputs were used in fair value measurements of other financial instruments as of June 30, 2025 and December 31, 2024.

No Level 3 inputs were used in fair value measurements of other financial instruments as of September 30, 2025 and December 31, 2024.

(4) Consists of foreign currency forward contracts, interest rate and fuel swaps.

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The reported fair values are based on a variety of factors and assumptions.

Accordingly, the fair values may not represent actual values of the financial instruments that could have been realized as of June 30, 2025 or December 31, 2024, or that will be realized in the future, and do not include expenses that could be incurred in an actual sale or settlement.

Accordingly, the fair values may not represent actual values of the financial instruments that could have been realized as of September 30, 2025 or December 31, 2024, or that will be realized in the future, and do not include expenses that could be incurred in an actual sale or settlement.

Nonfinancial Instruments Recorded at Fair Value on a Nonrecurring Basis

Nonfinancial instruments include items such as goodwill, indefinite-lived intangible assets, long-lived assets, right-of-use assets and equity method investments that are measured at fair value on a nonrecurring basis when events and circumstances indicate the carrying value is not recoverable.

There were no material nonfinancial instruments recorded at fair value as of June 30, 2025 or December 31, 2024.

There were no material nonfinancial instruments recorded at fair value as of September 30, 2025 or December 31, 2024.

Master Netting Agreements

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Gross Amounts not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements

As of June 30, 2025 As of December 31, 2024

As of September 30, 2025 As of December 31, 2024

Gross Amount of Derivative Assets Presented in the Consolidated Balance Sheet Gross Amount of Eligible Offsetting

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Credit risk, including, but not limited to, counterparty nonperformance under derivative instruments, our credit facilities and new ship progress payment guarantees, is not considered significant, as we primarily conduct business with large, well-established financial institutions, insurance companies and export credit agencies many of which we have long-term relationships with and which have credit risks acceptable to us or where the credit risk is spread out among a large number of counterparties.

As of June 30, 2025, we had counterparty credit risk exposure under our derivative instruments of $ 227 million, which was limited to the cost of replacing the contracts in the event of non-performance by the counterparties to the contracts, the majority of which are currently our lending banks.

As of September 30, 2025, we had counterparty credit risk exposure under our derivative instruments of $ 173 million, which was limited to the cost of replacing the contracts in the event of non-performance by the counterparties to the contracts, the majority of which are currently our lending banks.

We do not anticipate nonperformance by any of our significant counterparties.

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Our exposure to market risk for changes in interest rates primarily relates to our debt obligations, including future interest payments.

At June 30, 2025 and December 31, 2024, approximately 93.9 % and 92.3 %, respectively, of our debt was effectively fixed-rate debt, which is net of our interest rate swap agreements.

At September 30, 2025 and December 31, 2024, approximately 92.2 % and 92.3 %, 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.

Market risk associated with our fixed-rate debt is the potential increase in fair value resulting from a decrease in interest rates.

At June 30, 2025, there were no interest rate swap agreements for fixed-rate debt instruments.

At September 30, 2025, there were no interest rate swap agreements for fixed-rate debt instruments.

We use interest rate swap agreements that effectively convert a portion of our floating-rate debt to a fixed-rate basis to manage the market risk of increasing interest rates.

At June 30, 2025 and December 31, 2024, we maintained interest rate swap agreements on the following floating-rate debt instruments:

Debt Instrument Swap Notional as of June 30, 2025 (in millions) Maturity Debt Floating Rate

Spread All-in Fixed Rate as of June 30, 2025

At September 30, 2025 and December 31, 2024, we maintained interest rate swap agreements on the following floating-rate debt instruments:

Debt Instrument Swap Notional as of September 30, 2025 (in millions) Maturity Debt Floating Rate

Spread All-in Fixed Rate as of September 30, 2025

Quantum of the Seas term loan

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(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.

Amount presented is based on the exchange rate as of June 30, 2025.

Amount presented is based on the exchange rate as of September 30, 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.

The notional amount of interest rate swap agreements related to outstanding debt as of June 30, 2025 and December 31, 2024 was $ 1.1 billion and $ 1.2 billion, respectively.

The notional amount of interest rate swap agreements related to outstanding debt as of September 30, 2025 and December 31, 2024 was $ 1.1 billion and $ 1.2 billion, respectively.

Foreign Currency Exchange Rate Risk

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We enter into foreign currency forward contracts to manage portions of the exposure to movements in foreign currency exchange rates.

As of June 30, 2025, the aggregate cost of our ships on order was $ 12.1 billion, of which we had deposited $ 1.4 billion as of such date.

As of September 30, 2025, the aggregate cost of our ships on order was $ 9.7 billion, of which we had deposited $ 1.0 billion as of such date.

These amounts do not include any ships placed on order that are contingent upon completion of conditions precedent and/or financing and any ships on order by our Partner Brands.

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Commitments and Contingencies , for further information on our ships on order.

At June 30, 2025 and December 31, 2024, approximately 50.2 % and 43.4 %, respectively, of the aggregate cost of the ships under construction was exposed to fluctuations in the Euro exchange rate.

At September 30, 2025 and December 31, 2024, approximately 60.0 % and 43.4 %, respectively, of the aggregate cost of the ships under construction was exposed to fluctuations in the Euro exchange rate.

Our foreign currency forward contract agreements are accounted for as cash flow or net investment hedges depending on the designation of the related hedge.

On a regular basis, we enter into foreign currency forward contracts and, from time to time, we utilize cross-currency swap agreements and collar options to minimize the volatility resulting from the remeasurement of net monetary assets and liabilities denominated in a currency other than our functional currency or the functional currencies of our foreign subsidiaries.

During the second quarter of 2025 and 2024 the average notional amount of foreign currency forward contracts was approximately $ 1.1 billion and $ 964 million, respectively.

During the third quarter of 2025 and 2024 the average notional amount of foreign currency forward contracts was approximately $ 1.2 billion and $ 989 million, respectively.

These instruments are not designated as hedging instruments.

For the quarters ended June 30, 2025 and 2024, changes in the fair value of the foreign currency forward contracts resulted in gain (losses) of $ 53 million and $( 5 ) million, respectively, which offset (losses) gains arising from the remeasurement of monetary assets and liabilities denominated in foreign currencies in those same periods of $( 58 ) million and $ 4 million, respectively.

These amounts were recognized in earnings within Other expense in our consolidated statements of comprehensive income (loss).

For the six months ended June 30, 2025 and 2024, changes in the fair value of the foreign currency forward contracts resulted in gains (losses) of $ 55 million and $( 40 ) million, respectively, which offset (losses) gains arising from the remeasurement of monetary assets and liabilities denominated in foreign currencies in those same periods of $( 62 ) million

and $ 34 million, respectively.

For the quarters and nine months ended September 30, 2025 and 2024, changes in the fair value of the foreign currency forward contracts and the remeasurement of monetary assets and liabilities denominated in foreign currencies resulted in immaterial gain (losses).

These amounts were recognized in earnings within Other expense in our consolidated statements of comprehensive income (loss).

The notional amount of outstanding foreign exchange contracts, excluding the forward contracts entered into to minimize remeasurement volatility, as of June 30, 2025 and December 31, 2024 was $ 3.5 billion and $ 2.7 billion respectively.

The notional amount of outstanding foreign exchange contracts, excluding the forward contracts entered into to minimize remeasurement volatility, as of September 30, 2025 and December 31, 2024 was $ 1.9 billion and $ 2.7 billion respectively.

Non-Derivative Instruments

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We address the exposure of our investments in foreign operations by denominating a portion of our debt in our subsidiaries’ and investments’ functional currencies and designating it as a hedge of these subsidiaries and investments.

We had designated debt as a hedge of our net investments in TUI Cruises of € 688 million, or approximately $ 808 million, as of June 30, 2025.

We had designated debt as a hedge of our net investments in TUI Cruises of € 688 million, or approximately $ 809 million, as of September 30, 2025.

As of December 31, 2024, we had designated debt as a hedge of our net investments primarily in TUI Cruises of € 889 million, or approximately $ 921 million.

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Changes in the fair value of fuel swaps for which cash flow hedge accounting was discontinued are currently recognized in Other expense for each reporting period through the maturity dates of the fuel swaps.

For the quarters ended June 30, 2025 and 2024, we did not discontinue cash flow hedge accounting on any material amount of our fuel swap agreements.

At June 30, 2025, we have hedged the variability in future cash flows for certain forecasted fuel transactions occurring through 2028.

As of June 30, 2025 and December 31, 2024, we had the following outstanding fuel swap agreements designated as hedging instruments:

For the quarters ended September 30, 2025 and 2024, we did not discontinue cash flow hedge accounting on any of our fuel swap agreements.

At September 30, 2025, we have hedged the variability in future cash flows for certain forecasted fuel transactions occurring through 2028.

As of September 30, 2025 and December 31, 2024, we had the following outstanding fuel swap agreements designated as hedging instruments:

Fuel Swap Agreements

As of June 30, 2025 As of December 31, 2024

As of September 30, 2025 As of December 31, 2024

Designated as hedges:

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Fuel Swap Agreements

As of June 30, 2025 As of December 31, 2024

As of September 30, 2025 As of December 31, 2024

Designated hedges as a % of projected fuel purchases:

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2028 16 % — %

As of June 30, 2025 and December 31, 2024, the estimated unrealized net loss associated with our cash flow hedges pertaining to fuel swap agreements that is expected to be reclassified to earnings from Accumulated other comprehensive loss within the next twelve months was immaterial.

As of September 30, 2025 and December 31, 2024, the estimated unrealized net loss associated with our cash flow hedges pertaining to fuel swap agreements that is expected to be reclassified to earnings from Accumulated other comprehensive loss within the next twelve months was immaterial.

Reclassification is expected to occur as the result of fuel consumption associated with our hedged forecasted fuel purchases.

2 unchanged sentences

Asset Derivatives Liability Derivatives

Balance Sheet Location As of June 30, 2025 As of December 31, 2024 Balance Sheet Location As of June 30, 2025 As of December 31, 2024

Balance Sheet Location As of September 30, 2025 As of December 31, 2024 Balance Sheet Location As of September 30, 2025 As of December 31, 2024

Fair Value Fair Value Fair Value Fair Value

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Total derivatives designated as hedging instruments under 815-20 $ 212 $ 71 $ 64 $ 139

Derivatives not designated as hedging instruments under ASC 815-20

Foreign currency forward contracts Derivative financial instruments $ 33 $ — Derivative financial instruments $ 15 $ —

Fuel swaps Derivative financial instruments 1 — Derivative financial instruments — —

Total derivatives not designated as hedging instruments under 815-20 34 — 15 —

Total derivatives $ 290 $ 71 $ 88 $ 139

(1) Subtopic 815-20 “ Hedging-General ” under ASC 815.

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Non-derivative instrument designated as

hedging instrument under ASC 815-20 Balance Sheet Location As of June 30, 2025 As of December 31, 2024

hedging instrument under ASC 815-20 Balance Sheet Location As of September 30, 2025 As of December 31, 2024

Foreign currency debt Current portion of long-term debt $ 136 $ 60

4 unchanged sentences

Comprehensive Loss on Derivatives

Quarter Ended June 30, 2025 Quarter Ended June 30, 2024 Six Months Ended June 30, 2025 Six Months Ended June 30, 2024

Quarter Ended September 30, 2025 Quarter Ended September 30, 2024 Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

Interest rate swaps $ 1 $ ( 20 ) $ ( 7 ) $ 8

5 unchanged sentences

Non-derivative instruments under ASC 815-20 Net

Investment Hedging Relationships Quarter Ended June 30, 2025 Quarter Ended June 30, 2024 Six Months Ended June 30, 2025 Six Months Ended June 30, 2024

Investment Hedging Relationships Quarter Ended September 30, 2025 Quarter Ended September 30, 2024 Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

Foreign Currency Debt $ ( 1 ) $ ( 35 ) $ ( 110 ) $ ( 13 )

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Gain (Loss) Recognized in

Income on Derivatives Quarter Ended June 30, 2025 Quarter Ended June 30, 2024 Six Months Ended June 30, 2025 Six Months Ended June 30, 2024

Income on Derivatives Quarter Ended September 30, 2025 Quarter Ended September 30, 2024 Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

Foreign currency forward contracts Other income (expense) $ ( 10 ) $ 33 $ 44 $ ( 8 )

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If our credit rating for our senior unsecured debt is subsequently equal to or above BBB- by Standard & Poor’s or Baa3 by Moody’s, then any collateral posted at such time will be released to us and we will no longer be required to post collateral unless we meet the collateral trigger requirement, generally, at the next fifth-year anniversary.

As of June 30, 2025, our senior unsecured debt credit rating was BBB- by Standard & Poor's and Baa3 by Moody's.

As of June 30, 2025, six of our ship debt interest rate derivative hedges had reached their fifth-year anniversary;

As of September 30, 2025, our senior unsecured debt credit rating was BBB- by Standard & Poor's and Baa3 by Moody's.

As of September 30, 2025, six of our ship debt interest rate derivative hedges had reached their fifth-year anniversary;

however, the net market value for these derivative hedges were in a net asset position, and accordingly, we were not required to post any collateral as of such date.

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 1. Financial Statements