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Commitments and Contingencies
3 Months Ended
Mar. 31, 2026
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
Note 8. Commitments and Contingencies
Ship Purchase Obligations
As of March 31, 2026, our Global Brands and our Partner Brands have the following ships on order:
ShipShipyardExpected Delivery DatesApproximate
Berths
Royal Caribbean
Oasis-class:
Unnamed Chantiers de l'Atlantique2nd Quarter 20285,700
Icon-class:
Legend of the SeasMeyer Turku Oy2nd Quarter 20265,600
Hero of the SeasMeyer Turku Oy3rd Quarter 20275,600
UnnamedMeyer Turku Oy2nd Quarter 20285,600
Discovery-class:
UnnamedChantiers de l'Atlantique4th Quarter 20294,300
UnnamedChantiers de l'Atlantique2nd Quarter 20324,300
Celebrity Cruises
Edge-Class:
Celebrity XciteChantiers de l'Atlantique4th Quarter 20283,250
Celebrity River Cruises:
Celebrity CompassTeamCo Shipyard2nd Quarter 2027170
Celebrity SeekerTeamCo Shipyard3rd Quarter 2027170
UnnamedTeamCo Shipyard1st Quarter 2028170
UnnamedTeamCo Shipyard2nd Quarter 2028170
Mein Schiff
Mein Schiff FlowFincantieri2nd Quarter 20264,100
UnnamedFincantieri1st Quarter 20314,100
UnnamedFincantieri4th Quarter 20324,100
Total Berths47,330
In 2025, we executed definitive building contracts for the first four ships in the initial order of 10 ships for Celebrity River Cruises which was launched in January 2025. Subsequently, in January 2026, Celebrity River Cruises announced a commitment for 10 additional ships that will expand its river cruise fleet to 20 vessels.
In February 2026, the conditions for effectiveness including financing on our agreement with Chantiers de l'Atlantique to build two ships of a new generation, known as Discovery-class ships, for delivery in 2029 and 2032, became effective.
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.
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 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 fifth Icon-class ship will have a capacity of approximately 5,600 berths.
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. Each loan, once funded, will amortize semi-annually and has an expected final maturity of 12 years following the delivery of each ship. Interest on each loan will accrue at a floating rate equal to Term SOFR + 0.83%. 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. Refer to Note 11. Fair Value Measurements and Derivative Instruments for further information.
Litigation
As previously reported, a lawsuit was filed against us in August 2019 in the U.S. District Court for the Southern District of Florida (the "Court") under Title III of the Cuban Liberty and Democratic Solidarity Act, also known as the Helms-Burton Act. The complaint filed by Havana Docks Corporation ("Havana Docks Action") alleges it holds an interest in the Havana Cruise Port Terminal, which was expropriated by the Cuban government. The complaint further alleges that we trafficked in the terminal by embarking and disembarking passengers at these facilities. The plaintiffs seek all available statutory remedies, including the value of the expropriated property, plus interest, treble damages, attorneys’ fees and costs.
The Court entered final judgment in December 2022 in favor of the plaintiff and awarded damages and attorneys' fees to the plaintiff in the aggregate amount of approximately $112 million. We then appealed the judgment to the United States Court of Appeals for the 11th Circuit. On October 22, 2024, the 11th Circuit issued an opinion reversing the lower court’s judgment. The plaintiff's petition for a rehearing by the full 11th Circuit was subsequently denied. 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 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.
In addition, we are routinely involved in claims typical within the cruise vacation industry. The majority of these claims are covered by insurance. We believe the outcome of such claims, net of expected insurance recoveries, will not have a material adverse impact on our financial condition or results of operations and cash flows.
Other
Some of the contracts that we enter into include indemnification provisions that obligate us to make payments to the counterparty if certain events occur. These contingencies generally relate to changes in taxes, increased lender capital costs and other similar costs. The indemnification clauses are often standard contractual terms and are entered into in the normal course of business. 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 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. If prepayment is triggered, we may be unable to replace our credit facilities on similar terms. Our public debt securities also contain change of control provisions that would be triggered by a third-party acquisition of greater than 50% of our common stock coupled with a ratings downgrade. If this were to occur, it would have an adverse impact on our liquidity and operations.