What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-07-28 compared with 2026-04-30 · 202 added, 110 removed, 652 unchanged (32% of the section changed)

3 unchanged sentences

in millions, except per share data)

Quarter Ended March 31,

Quarter Ended June 30,

Passenger ticket revenues $ 3,344 $ 3,199

20 unchanged sentences

Net Income attributable to Royal Caribbean Cruises Ltd.

$ 1,128 $ 1,210

Earnings per Share:

9 unchanged sentences

Change in defined benefit plans 6 4

(Loss) gain on cash flow derivative hedges ( 137 ) 181

Total other comprehensive (loss) income ( 131 ) 176

Comprehensive Income 1,005 1,391

Comprehensive Income attributable to noncontrolling interest 8 5

Comprehensive Income attributable to Royal Caribbean Cruises Ltd.

$ 997 $ 1,386

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

ROYAL CARIBBEAN CRUISES LTD.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

in millions, except per share data)

Six Months Ended June 30,

Passenger ticket revenues $ 6,365 $ 5,942

Onboard and other revenues 2,919 2,595

Total revenues 9,284 8,537

Cruise operating expenses:

Commissions, transportation and other 1,186 1,128

Onboard and other 501 463

Payroll and related 806 669

Other operating 1,157 1,061

Total cruise operating expenses 4,795 4,362

Marketing, selling and administrative expenses 1,095 1,071

Depreciation and amortization expenses 925 829

Operating Income 2,469 2,275

Other income (expense):

Interest income 10 15

Interest expense, net of interest capitalized ( 514 ) ( 477 )

Equity investment income 151 155

Other income 9 15

Income before income taxes 2,126 1,983

Provision for income taxes ( 39 ) ( 33 )

Net Income 2,086 1,950

Net Income attributable to noncontrolling interest 16 10

Net Income attributable to Royal Caribbean Cruises Ltd.

$ 2,070 $ 1,940

Earnings per Share:

Basic $ 7.70 $ 7.17

Diluted $ 7.68 $ 7.10

Weighted-Average Shares Outstanding:

Basic 269 270

Diluted 270 275

Comprehensive Income (Loss)

Net Income $ 2,086 $ 1,950

Other comprehensive income (loss):

Foreign currency translation adjustments — ( 26 )

Change in defined benefit plans 4 —

Gain on cash flow derivative hedges 84 309

4 unchanged sentences

$ 2,158 $ 2,222

_____________________________________________________

Certain amounts may not add due to use of rounded numbers.

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

2 unchanged sentences

(in millions, except share data)

March 31, December 31,

June 30, December 31,

Current assets

29 unchanged sentences

500,000,000 shares authorized;

303,822,400 and 303,054,848 shares issued, March 31, 2026 and December 31, 2025, respectively)

303,877,626 and 303,054,848 shares issued, June 30, 2026 and December 31, 2025, respectively)

Paid-in capital 7,896 7,964

1 unchanged sentence

Accumulated other comprehensive loss ( 516 ) ( 604 )

Treasury stock ( 35,631,237 and 32,631,826 common shares at cost, at March 31, 2026 and December 31, 2025, respectively)

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.

10,236 10,037

Noncontrolling Interest 225 208

4 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOW

Three Months Ended March 31,

Six Months Ended June 30,

Operating Activities

1 unchanged sentence

Depreciation and amortization 925 829

Net deferred income tax benefit ( 1 ) ( 1 )

Net deferred income tax (benefit) expense ( 2 ) 4

Loss (Gain) on derivative instruments not designated as hedges 8 ( 56 )

7 unchanged sentences

Increase in prepaid expenses and other assets ( 133 ) ( 142 )

(Decrease) increase in accounts payable ( 8 ) 22

Increase in accounts payable 6 24

Decrease in accrued expenses and other liabilities ( 107 ) ( 21 )

20 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents ( 1 ) 7

Net decrease in cash and cash equivalents ( 313 ) ( 2 )

Net increase in cash and cash equivalents 50 347

Cash and cash equivalents at beginning of period 825 388

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOW

Three Months Ended March 31,

Six Months Ended June 30,

Supplemental Disclosure

8 unchanged sentences

Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Noncontrolling Interest Total Shareholders' Equity

Balance at April 1, 2026 $ 3 $ 7,867 $ 6,460 $ ( 385 ) $ ( 4,135 ) $ 218 $ 10,028

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

Common stock dividends, $ 1.50 per share

— — ( 401 ) — — — ( 401 )

Changes related to cash flow derivative hedges — — — ( 137 ) — — ( 137 )

Change in defined benefit plans — — — 6 — — 6

Repurchase of common stock — — — — ( 199 ) — ( 199 )

Net Income attributable to Noncontrolling interest — — — — 8 8

Other activity attributable to noncontrolling interest — — — — — ( 1 ) ( 1 )

Net Income attributable to Royal Caribbean Cruises Ltd.

— — 1,128 — — — 1,128

Balance at June 30, 2026 $ 3 $ 7,896 $ 7,187 $ ( 516 ) $ ( 4,334 ) $ 225 $ 10,461

Common Stock Paid-in Capital

Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Noncontrolling Interest Total Shareholders' Equity

Balance at January 1, 2026 $ 3 $ 7,964 $ 5,925 $ ( 604 ) $ ( 3,251 ) $ 208 $ 10,245

4 unchanged sentences

Change in defined benefit plans — — — 4 — — 4

Repurchase of treasury stock — — — — ( 884 ) — ( 884 )

Repurchase of common stock — — — — ( 1,083 ) — ( 1,083 )

Net Income attributable to Noncontrolling interest — — — — — 16 16

2 unchanged sentences

— — 2,070 — — — 2,070

Balance at March 31, 2026 $ 3 $ 7,867 $ 6,460 $ ( 385 ) $ ( 4,135 ) $ 218 $ 10,028

Balance at June 30, 2026 $ 3 $ 7,896 $ 7,187 $ ( 516 ) $ ( 4,334 ) $ 225 $ 10,461

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

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

Balance at January 1, 2025 $ 3 $ 7,831 $ 2,612 $ ( 802 ) $ ( 2,081 ) $ 172 $ 7,735

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

Activity related to employee stock plans — 42 — — — — 42

5 unchanged sentences

Foreign currency translation adjustments — — — ( 9 ) — — ( 9 )

Net Income attributable to noncontrolling interest — — — — — 5 5

Other activity attributable to noncontrolling interest — — — — — 4 4

Net Income attributable to Royal Caribbean Cruises Ltd.

— — 1,210 — — — 1,210

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

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

Balance at January 1, 2025 $ 3 $ 7,831 $ 2,612 $ ( 802 ) $ ( 2,081 ) $ 172 $ 7,735

Activity related to employee stock plans — 50 — — — — 50

Common stock dividends, $ 1.50 per share

— — ( 408 ) — — — ( 408 )

Convertible notes settlement — ( 7 ) — — — — ( 7 )

Changes related to cash flow derivative hedges — — — 309 — — 309

Foreign currency translation adjustments — — — ( 26 ) — — ( 26 )

Repurchase of common stock — — — — ( 252 ) — ( 252 )

3 unchanged sentences

— — 1,940 — — — 1,940

Balance at March 31, 2025 $ 3 $ 7,846 $ 3,139 $ ( 695 ) $ ( 2,333 ) $ 182 $ 8,142

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

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

15 unchanged sentences

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 69 ships as of March 31, 2026.

Together, our Global Brands and our Partner Brands operated a combined fleet of 71 ships as of June 30, 2026.

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

5 unchanged sentences

Estimates are required for the preparation of financial statements in accordance with these principles.

Certain amounts in tables may not add or calculate due to the use of rounded numbers.

Actual results could differ from these estimates.

31 unchanged sentences

Reclassifications

For the quarter ended March 31, 2026, we separately presented Provision for income taxes in our consolidated statements of comprehensive income (loss).

For the quarter and six months ended June 30, 2026, we separately presented Provision for income taxes in our consolidated statements of comprehensive income (loss).

As a result, prior year amounts were reclassified from Other income (expense) to conform to the current year presentation.

For the quarter ended March 31, 2026, we separately presented Payments of withholding tax on stock awards in our consolidated statements of cash flows.

For the six months ended June 30, 2026, we separately presented Payments of withholding tax on stock awards in our consolidated statements of cash flows.

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

8 unchanged sentences

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 $ 321 million and $ 275 million for the quarters ended March 31, 2026 and 2025, respectively.

The amounts of port costs charged to our guests and included within Passenger ticket revenues on a gross basis were $ 354 million and $ 318 million for the quarters ended June 30, 2026 and 2025, respectively, and $ 675 million and $ 594 million for the six months ended June 30, 2026 and 2025, 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 March 31,

Quarter Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenues by itinerary

2 unchanged sentences

Asia/Pacific 348 326 960 972

Europe 1,014 943 1,085 980

Other regions (2)

199 210 501 469

Total revenues by itinerary 4,614 4,321 8,815 8,117

Other revenues (3)

218 217 469 420

Total revenues $ 4,832 $ 4,538 $ 9,284 $ 8,537

6 unchanged sentences

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

For the quarters ended March 31, 2026 and 2025, our guests were sourced from the following areas:

Quarter Ended March 31,

For the quarters and six months ended June 30, 2026 and 2025, our guests were sourced from the following areas:

Quarter Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Passenger ticket revenues:

1 unchanged sentence

All other countries (1)

(1) No other individual country's revenue exceeded 10% for the quarters ended March 31, 2026 and 2025 .

22 % 23 % 24 % 24 %

(1) No other individual country's revenue exceeded 10% for the quarters and six months ended June 30, 2026 and 2025 .

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 $ 3.1 billion as of March 31, 2026 and December 31, 2025.

Customer deposits presented in our consolidated balance sheets include contract liabilities of $ 3.7 billion and $ 3.1 billion as of June 30, 2026 and December 31, 2025.

Contract Receivables and Contract Assets

5 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 March 31, 2026, none of our credit card processors required us to maintain a reserve.

As of June 30, 2026, 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 service concession arrangements.

As of March 31, 2026 and December 31, 2025, our contract assets were

As of June 30, 2026 and December 31, 2025, our contract assets were $ 220

million and $ 187 million, respectively, and were included within Other assets in our consolidated balance sheets.

2 unchanged sentences

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 $ 292 million and $ 245 million as of March 31, 2026 and December 31, 2025, respectively.

Prepaid travel advisor commissions and prepaid credit and debit card fees were $ 318 million and $ 245 million as of June 30, 2026 and December 31, 2025, 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

A reconciliation between basic and diluted earnings per share is as follows (in millions, except per share data):

Quarter Ended March 31,

Quarter Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net Income attributable to Royal Caribbean Cruises Ltd.

8 unchanged sentences

Basic earnings per share $ 4.21 $ 4.45 $ 7.70 $ 7.17

$ 3.49 $ 2.71

Diluted earnings per share $ 4.20 $ 4.41 $ 7.68 $ 7.10

$ 3.48 $ 2.70

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

T here were no antidilutive shares for the quarters ended March 31, 2026 and 2025, from our stock based awards.

T here were no antidilutive shares for the quarter ended March 31, 2025, from our convertible notes.

T here were no antidilutive shares for the quarters and six months ended June 30, 2026 and 2025, respectively.

Investments and Other Assets

18 unchanged sentences

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

As of March 31, 2026 and December 31, 2025 the net book value of our investment in TUIC was $ 1.1 billion and $ 990 million, respectively, primarily consisting of equity.

As of June 30, 2026 and December 31, 2025 the net book value of our investment in TUIC was $ 1.1 billion and $ 990 million, respectively, primarily consisting of equity.

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.

11 unchanged sentences

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

As of March 31, 2026 the net book value of our investment in Floating Docks was $ 166 million, primarily consisting of loans.

As of June 30, 2026 the net book value of our investment in Floating Docks was $ 175 million, primarily consisting of loans.

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 March 31,

Quarter Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Share of equity income from investments $ 67 $ 107 $ 151 $ 155

As of March 31, 2026 As of December 31, 2025

As of June 30, 2026 As of December 31, 2025

Total notes receivable due from equity investments $ 175 $ 128

5 unchanged sentences

Weighted Average Rate (1)

Maturities Through As of March 31, 2026 As of December 31, 2025

Maturities Through As of June 30, 2026 As of December 31, 2025

Fixed rate debt:

15 unchanged sentences

Long-term portion $ 21,263 $ 18,165

(1) Weighted average interest rates are based on outstanding loan balance as of March 31, 2026, 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 June 30, 2026, and for variable rate debt include either EURIBOR or the applicable 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 1.02 %.

Based on applicable Term SOFR rates, as of March 31, 2026, the interest rate under the unsecured credit facilities was 4.68 %.

Based on applicable Term SOFR rates, as of June 30, 2026, the interest rate under the unsecured credit facilities was 4.65 %.

We also pay a facility fee of 0.11 % of the total commitments under such facility.

(3) At March 31, 2026 and December 31, 2025 , the weighted average interest rate for total debt was 4.68 % and 4.69 %, respectively .

(3) At June 30, 2026 and December 31, 2025 , the weighted average interest rate for total debt was 4.66 % and 4.69 %, respectively .

Unsecured Revolving Credit Facilities

As of March 31, 2026 our aggregate revolving credit capacity is $ 6.4 billion.

As of June 30, 2026 our aggregate revolving credit capacity is $ 6.4 billion.

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

As of March 31, 2026, our unsecured revolving credit facilities were undrawn.

As of June 30, 2026, we had undrawn capacity of $ 6 billion under our unsecured revolving credit facilities.

In July 2026, we exercised the accordion feature of our revolving credit facilities to increase the aggregate capacity by $ 250 million to $ 6.6 billion.

Debt financing transactions

2 unchanged sentences

The net proceeds from the offering were primarily used to refinance the senior notes maturing in 2026 and any remaining net proceeds to repay existing indebtedness.

The repayment resulted in an immaterial loss on extinguishment of debt recognized within Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss) for the three months ended March 31, 2026.

Export credit facilities and agency guarantees

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

To finance the delivery, we borrowed $ 1.9 billion under the committed financing agreement, resulting in an unsecured term loan which is 95 % guaranteed by Finnvera plc.

The unsecured loan amortizes semi-annually over 12 years.

A portion of the loan bears interest at a fixed rate of 3.41 % per annum and the other at a floating rate equal to the applicable term SOFR plus 1.19 %.

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 March 31, 2026, we pay to the applicable export credit agency, depending on the financing agreement, an average per ship upfront fee ranging from 2.35 % to 4.53 % of the maximum loan amount in consideration for these guarantees.

For the majority of the loans as of June 30, 2026, we pay to the applicable export credit agency, depending on the financing agreement, an average per ship upfront fee ranging from 2.35 % to 4.53 % of the maximum loan amount in consideration for these guarantees.

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

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

Prior to the loan being drawn, we present these fees within Other assets

in our consolidated balance sheets.

We classify these fees within Amortization of debt issuance costs, discounts and

premiums in our consolidated statements of cash flows.

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 March 31, 2026, we were in compliance with our debt covenants and we estimate we will be in compliance for the next twelve months.

As of June 30, 2026, 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 March 31, 2026 for each of the next five years (in millions):

Year As of March 31, 2026 (1)

The following is a schedule of annual maturities on our total debt, including finance leases, as of June 30, 2026 for each of the next five years (in millions):

Year As of June 30, 2026 (1)

Remainder of 2026 $ 860

Thereafter 13,862

(1) Debt denominated in other currencies is calculated based on the applicable exchange rate at March 31, 2026.

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

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 March 31, 2026 and December 31, 2025.

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 March 31, 2026 and December 31, 2025.

The aggregate amount of the operating lease liabilities recorded for this berthing agreement was $ 167 million as of June 30, 2026 and $ 168 million as of December 31, 2025.

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.

10 unchanged sentences

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 March 31, 2026 and December 31, 2025.

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 .

1 unchanged sentence

The agreement with the County includes financing plans to finalize the development of the buildings and land.

The total aggregate amount of the finance lease liabilities recorded for this Master Lease was $ 108 million as of March 31, 2026 and December 31, 2025.

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.

As of March 31, 2026, maturities related to lease liabilities have not changed significantly when compared to our population of operating and finance leases as of December 31, 2025.

The total aggregate amount of the finance lease liabilities recorded for this Master Lease was $ 108 million as of June 30, 2026 and December 31, 2025.

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

As of June 30, 2026, maturities related to lease liabilities have not changed significantly when compared to our population of operating and finance leases as of December 31, 2025.

Commitments and Contingencies

Ship Purchase Obligations

As of March 31, 2026, our Global Brands and our Partner Brands have the following ships on order:

As of June 30, 2026, our Global Brands and our Partner Brands have the following ships on order:

Ship Shipyard Expected Delivery Dates Approximate

1 unchanged sentence

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

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

Hero of the Seas Meyer Turku Oy 3rd Quarter 2027 5,600

Unnamed Meyer Turku Oy 2nd Quarter 2028 5,600

Unnamed Meyer Turku Oy 2nd Quarter 2029 5,600

Discovery-class:

8 unchanged sentences

Unnamed TeamCo Shipyard 2nd Quarter 2028 170

Mein Schiff Flow Fincantieri 2nd Quarter 2026 4,100

Unnamed Fincantieri 1st Quarter 2031 4,100

5 unchanged sentences

In March 2026, we entered into agreements with Meyer Turku to build our sixth and seventh Icon-class ships.

The agreement for the sixth Icon-class ship became effective in April 2026.

The agreement for our seventh Icon-class ship is contingent upon the completion of certain conditions precedent including financing.

The agreements for the sixth and seventh Icon-class ships became effective in April 2026, and July 2026, respectively.

In April 2026, we entered into agreements in connection with the 95 % Finnvera-backed financing of approximately 80 % of the contract price of the fifth Icon-class ship.

The maximum loan amount under the financing is not to exceed the United States dollar equivalent of € 2.2 billion, or approximately $ 2.5 billion based on the exchange rate at March 31, 2026.

The maximum loan amount under the financing is not to exceed the United States dollar equivalent of € 2.2 billion, or approximately $ 2.5 billion based on the exchange rate at June 30, 2026.

The loan will amortize semi-annually and has an expected final maturity of 12 years from the delivery date.

2 unchanged sentences

In April 2026, we entered into two credit agreements for the unsecured financing of the first and second Discovery-class ships for an amount up to 80 % of each ship's contract price through facilities to be guaranteed 95 % by BpiFrance, the official export credit agency of France.

The maximum loan amount under each 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 March 31, 2026.

The maximum loan amount under each facility is not to exceed the United States dollar equivalent of € 1.7 billion, or approximately $ 1.9 billion based on the exchange rate at June 30, 2026.

Each loan, once funded, will amortize semi-annually and has an expected final maturity of 12 years following the delivery of each ship.

1 unchanged sentence

The first and second Discovery-class ships will have a capacity of approximately 4,300 berths.

As of March 31, 2026, 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 $ 16.2 billion, of which we had deposited $ 1.3 billion.

In July 2026, we entered into a credit agreement in connection with the 95 % Finnvera-backed financing of approximately 80 % of the contract price of the sixth Icon-class ship.

The maximum loan amount under the financing is not to exceed the United States dollar equivalent of € 2.2 billion, or approximately $ 2.5 billion based on the exchange rate at June 30, 2026.

The loan will amortize semi-annually and has an expected final maturity of 12 years from the delivery date.

Interest on the loan will accrue at a floating rate equal to Term SOFR + 0.80 %.

The sixth Icon-class ship will have a capacity of approximately 5,600 berths.

As of June 30, 2026, 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 $ 16.5 billion, of which we had deposited $ 1.3 billion.

Refer to Note 11.

10 unchanged sentences

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

The U.S Supreme Court issued an opinion on May 21, 2026 vacating the 11th Circuit's prior ruling, which had held that Havana Docks' concession interest expired in 2004 for purposes of Title III liability, and remanded the case back to the 11th Circuit for consideration of several defenses that remain unresolved.

During the fourth quarter of 2022, we recorded a charge of approximately $ 130 million to Other income (expense) within our consolidated statements of comprehensive income (loss) related to the Havana Docks Action, including post-judgment interest and related legal defense costs and bonding fees.

Following the 11th Circuit's denial of the rehearing petition, we released approximately $ 124 million of the previously recorded loss contingency for the year ended December 31, 2024, recognized within Other income (expense) within our consolidated statements of comprehensive income (loss).

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

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.

5 unchanged sentences

There are no stated or notional amounts included in the indemnification clauses and we are not able to estimate the maximum potential amount of future payments, if any, under these indemnification clauses.

We have not been required to make

any payments under such indemnification clauses in the past and, under current circumstances, we do not believe an indemnification in any material amount is probable.

We have not been required to make any payments under such indemnification clauses in the past and, under current circumstances, we do not believe an indemnification in any material amount is probable.

We may be obligated to prepay indebtedness outstanding under our credit facilities if any person acquires ownership of more than 50 % of our common stock or, subject to certain exceptions, if during any 24 -month period, a majority of our Board of Directors ("Board") is made up of persons who were not (i) members of our Board on the first day of such period, (ii) nominated by persons who were members of the Board on the first day of such period, or (iii) nominated by directors who themselves were nominated under clauses (i) or (ii) above.

3 unchanged sentences

Shareholders' Equity

In February 2026 we declared a cash dividend on our common stock of $ 1.50 per share, which was paid in April 2026.

During both the first and the second quarter of 2026 we declared a cash dividend on our common stock of $ 1.50 per share, which was paid in April 2026 and July 2026, respectively.

Additionally, during the first quarter of 2026, we paid a cash dividend on our common stock of $ 1.00 per share, which was declared during the fourth quarter of 2025.

Common Stock Repurchase Program

In December 2025, our Board authorized a common stock repurchase program for up to $ 2.0 billion.The timing and number of shares to be repurchased will depend on a variety of factors including price and market conditions.

In December 2025, our Board authorized a common stock repurchase program for up to $ 2 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 three months ended March 31, 2026, we repurchased 2.9 million shares of our common stock under this program, for a total of $ 836 million in open market transactions that were recorded in Treasury Stock in our consolidated balance sheets.

As of March 31, 2026, we have $ 1.0 billion that remains available for future stock repurchase transactions under our Board authorized program.

During the six months ended June 30, 2026, we repurchased 3.7 million shares of our common stock under this program, for a total of $ 1 billion in open market transactions that were recorded in Treasury Stock in our consolidated balance sheets.

As of June 30, 2026, we have $ 805 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 quarters ended March 31, 2026 and 2025 (in millions):

Accumulated Other Comprehensive Loss for the Quarter Ended March 31, 2026 Accumulated Other Comprehensive Loss for the Quarter Ended March 31, 2025

The following table presents the changes in accumulated other comprehensive loss by component for the six months ended June 30, 2026 and 2025 (in millions):

Accumulated Other Comprehensive Loss for the Six Months Ended June 30, 2026 Accumulated Other Comprehensive Loss for the Six Months Ended June 30, 2025

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

4 unchanged sentences

Ending balance $ ( 511 ) $ 10 $ ( 15 ) $ ( 516 ) $ ( 514 ) $ 10 $ ( 15 ) $ ( 519 )

The following table presents reclassifications out of accumulated other comprehensive loss for the quarters ended March 31, 2026 and 2025 (in millions):

The following table presents reclassifications out of accumulated other comprehensive loss for the quarters and six months ended June 30, 2026 and 2025 (in millions):

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

Details About Accumulated Other Comprehensive Loss Components Quarter Ended March 31, 2026 Quarter Ended March 31, 2025 Affected Line Item in Statements of

Details About Accumulated Other Comprehensive Loss Components Quarter Ended June 30, 2026 Quarter Ended June 30, 2025 Six Months Ended June 30, 2026 Six Months Ended June 30, 2025 Affected Line Item in Statements of

Comprehensive Income (Loss)

3 unchanged sentences

Fuel swaps 60 ( 4 ) 79 — Fuel

$ 58 $ ( 4 ) $ 76 $ 1

Fair Value Measurements and Derivative Instruments

1 unchanged sentence

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 March 31, 2026 Fair Value Measurements at December 31, 2025

Fair Value Measurements at June 30, 2026 Fair Value Measurements at December 31, 2025

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

15 unchanged sentences

(3) Inputs that are unobservable.

The Company did not use any Level 3 inputs as of March 31, 2026 and December 31, 2025.

The Company did not use any Level 3 inputs as of June 30, 2026 and December 31, 2025.

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

2 unchanged sentences

Other Financial Instruments

The carrying amounts of accounts receivable, accounts payable, and accrued expenses approximate fair value as of March 31, 2026 and December 31, 2025.

The carrying amounts of accounts receivable, accounts payable, and accrued expenses approximate fair value as of June 30, 2026 and December 31, 2025.

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 March 31, 2026 Fair Value Measurements at December 31, 2025

Fair Value Measurements at June 30, 2026 Fair Value Measurements at December 31, 2025

Description Total Level 1 (1)

8 unchanged sentences

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 March 31, 2026 and December 31, 2025.

No Level 1 inputs were used in fair value measurements of other financial instruments as of June 30, 2026 and December 31, 2025.

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

3 unchanged sentences

(3) Inputs that are unobservable.

No Level 3 inputs were used in fair value measurements of other financial instruments as of March 31, 2026 and December 31, 2025.

No Level 3 inputs were used in fair value measurements of other financial instruments as of June 30, 2026 and December 31, 2025.

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

1 unchanged sentence

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 March 31, 2026 or December 31, 2025, 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 June 30, 2026 or December 31, 2025, 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 March 31, 2026 or December 31, 2025.

There were no material nonfinancial instruments recorded at fair value as of June 30, 2026 or December 31, 2025.

Master Netting Agreements

5 unchanged sentences

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

As of March 31, 2026 As of December 31, 2025

As of June 30, 2026 As of December 31, 2025

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

19 unchanged sentences

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 March 31, 2026, we had counterparty credit risk exposure under our derivative instruments of $ 294 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 June 30, 2026, we had counterparty credit risk exposure under our derivative instruments of $ 71 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.

32 unchanged sentences

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

At March 31, 2026 and December 31, 2025, approximately 97 % and 93 %, respectively, of our debt was effectively fixed-rate debt, which is net of our interest rate swap agreements.

At June 30, 2026 and December 31, 2025, approximately 91 % and 93 %, 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 March 31, 2026, there were no interest rate swap agreements for fixed-rate debt instruments.

At June 30, 2026, 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 March 31, 2026 and December 31, 2025, we maintained interest rate swap agreements on the following floating-rate debt instruments:

Debt Instrument Swap Notional as of March 31, 2026 (in millions)

At June 30, 2026 and December 31, 2025, we maintained interest rate swap agreements on the following floating-rate debt instruments:

Debt Instrument Swap Notional as of June 30, 2026 (in millions)

Maturity Debt Floating Rate

13 unchanged sentences

(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 March 31, 2026.

Amount presented is based on the exchange rate as of June 30, 2026.

(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.

The notional amount of interest rate swap agreements related to outstanding debt as of March 31, 2026 and December 31, 2025 was $ 0.9 billion.

The notional amount of interest rate swap agreements related to outstanding debt as of June 30, 2026 and December 31, 2025 was $ 0.7 billion and $ 0.9 billion respectively.

These interest rate swap agreements are accounted for as cash flow hedges.

3 unchanged sentences

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

As of March 31, 2026, the aggregate cost of our ships on order was $ 16.2 billion, of which we had deposited $ 1.3 billion as of such date.

As of June 30, 2026, the aggregate cost of our ships on order was $ 16.5 billion, of which we had deposited $ 1.3 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 any ships on order by our Partner Brands.

1 unchanged sentence

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

At March 31, 2026 and December 31, 2025, approximately 52.9 % and 64.1 %, respectively, of the aggregate cost of the ships under construction was exposed to fluctuations in the Euro exchange rate.

At June 30, 2026 and December 31, 2025, approximately 52.6 % and 64.1 %, 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 first quarter of 2026 and 2025 the average notional amount of foreign currency forward contracts was approximately $ 1.2 billion and $ 1.3 billion, respectively.

During the second quarter of 2026 and 2025 the average notional amount of foreign currency forward contracts was approximately $ 1.4 billion and $ 1.1 billion, respectively.

These instruments are not designated as hedging instruments.

For the quarters ended March 31, 2026 and 2025, 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).

For the quarter and six months ended June 30, 2026 and 2025, 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 income 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 March 31, 2026 and December 31, 2025 was $ 4.7 billion and $ 2.0 billion respectively.

The notional amount of outstanding foreign exchange contracts, excluding the forward contracts entered into to minimize remeasurement volatility, as of June 30, 2026 and December 31, 2025 was $ 4.9 billion and $ 2.0 billion respectively.

Non-Derivative Instruments

1 unchanged sentence

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 € 630 million, or approximately $ 726 million, as of March 31, 2026.

We had designated debt as a hedge of our net investments in TUI Cruises of € 573 million, or approximately $ 655 million, as of June 30, 2026.

As of December 31, 2025, we had designated debt as a hedge of our net investments primarily in TUI Cruises of € 631 million, or approximately $ 740 million.

6 unchanged sentences

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

For the quarters ended March 31, 2026 and 2025, we did not discontinue cash flow hedge accounting on any material amount of our fuel swap agreements.

At March 31, 2026, we have hedged the variability in future cash flows for certain forecasted fuel transactions occurring through 2029.

As of March 31, 2026 and December 31, 2025, we had the following outstanding fuel swap agreements designated as hedging instruments:

For the quarters ended June 30, 2026 and 2025, we did not discontinue cash flow hedge accounting on any material amount of our fuel swap agreements.

At June 30, 2026, we have hedged the variability in future cash flows for certain forecasted fuel transactions occurring through 2029.

As of June 30, 2026 and December 31, 2025, we had the following outstanding fuel swap agreements designated as hedging instruments:

Fuel Swap Agreements

As of March 31, 2026 As of December 31, 2025

As of June 30, 2026 As of December 31, 2025

(metric tons)

5 unchanged sentences

Fuel Swap Agreements

As of March 31, 2026 As of December 31, 2025

As of June 30, 2026 As of December 31, 2025

Designated hedges as a % of projected fuel purchases:

3 unchanged sentences

2029 14 % — %

As of March 31, 2026, there was $ 140 million of estimated unrealized net gain 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 when compared to $ 66 million of estimated unrealized net loss at December 31, 2025.

As of June 30, 2026, there was $ 41 million of estimated unrealized net gain 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 when compared to $ 66 million of estimated unrealized net loss at December 31, 2025.

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 March 31, 2026 As of December 31, 2025 Balance Sheet Location As of March 31, 2026 As of December 31, 2025

Balance Sheet Location As of June 30, 2026 As of December 31, 2025 Balance Sheet Location As of June 30, 2026 As of December 31, 2025

Fair Value Fair Value Fair Value Fair Value

11 unchanged sentences

Non-derivative instrument designated as

hedging instrument under ASC 815-20 Balance Sheet Location As of March 31, 2026 As of December 31, 2025

hedging instrument under ASC 815-20 Balance Sheet Location As of June 30, 2026 As of December 31, 2025

Foreign currency debt Current portion of long-term debt $ 132 $ 136

4 unchanged sentences

Comprehensive Loss on Derivatives

Quarter Ended March 31, 2026 Quarter Ended March 31, 2025

Quarter Ended June 30, 2026 Quarter Ended June 30, 2025 Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

Interest rate swaps $ 5 $ ( 3 ) $ 11 $ ( 8 )

1 unchanged sentence

Fuel swaps ( 60 ) ( 58 ) 298 ( 37 )

$ ( 79 ) $ 177 $ 160 $ 310

The effect of non-derivative instruments qualifying and designated as net investment hedging instruments on the consolidated financial statements was as follows (in millions):

1 unchanged sentence

Non-derivative instruments under ASC 815-20 Net

Investment Hedging Relationships Quarter Ended March 31, 2026 Quarter Ended March 31, 2025

Investment Hedging Relationships Quarter Ended June 30, 2026 Quarter Ended June 30, 2025 Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

Foreign Currency Debt $ 4 $ ( 66 ) $ 18 $ ( 109 )

5 unchanged sentences

Gain (Loss) Recognized in

Income on Derivatives Quarter Ended March 31, 2026 Quarter Ended March 31, 2025

Income on Derivatives Quarter Ended June 30, 2026 Quarter Ended June 30, 2025 Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

Foreign currency forward contracts Other income (expense) $ 1 $ 53 $ ( 7 ) $ 55

Fuel swaps Other income (expense) — 2 — 2

$ 1 $ 55 $ ( 7 ) $ 57

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