What the changes say
- Royal Caribbean added disclosures on dividend and share repurchase discretion, plus Global Minimum Tax and U.K. tonnage tax risks.
- The company expanded land-based destination investments in Mexico and the Bahamas, while industry new ship orders through 2029 fell to 47 vessels.
What changed since the prior 10-K
New
- NewFinancial Risks
There can be no assurance that we will declare or pay dividends in the future or that we will repurchase shares pursuant to our share repurchase program consistent with historical amounts or at all
Future cash dividends and share repurchases are not guaranteed and depend on board discretion and operating cash flows.
- NewFinancial Risks
associated guidance) change, or we do not continue to meet the applicable qualifications, we may be required to pay higher Global Minimum Tax in the United Kingdom (or other jurisdictions), adversely impacting our results of operations
Changes to the U.K. tonnage tax or Global Minimum Tax rules could increase our tax payments and hurt results.
Dropped
- DroppedFinancial Risks
Our dividend policy may change without notice and any payment of dividends in the future is subject to the discretion of our Board of Directors
- DroppedFinancial Risks
To the extent the United Kingdom tonnage tax laws change or we do not continue to meet the applicable qualification requirements or if tax treaties are changed or revoked, we may be required to pay higher income tax in these jurisdictions, adversely impacting our results of operations
Reworded
- 98% rewrittenFinancial Risks
A change in our tax status under the United Kingdom tonnage tax, the U.S. Internal Revenue Code, or other jurisdictions, may have adverse effects on our results of operations
Added specific mention of the U.K. tonnage tax regime applying to substantially all ships from 2026 onwards.
Was: A change in our tax status under the U.S. Internal Revenue Code, or other jurisdictions, may have adverse effects on our results of operations
- 82% rewrittenFinancial Risks
If we are unable to keep pace with developments, design, and implementation in technology, our operations or competitive position could become impaired. Our use of emerging technologies, including artificial intelligence, may present business, compliance and reputational risks
Added specific risks regarding the use of emerging technologies including artificial intelligence in reservations and operations.
Was: If we are unable to keep pace with developments, design, and implementation in technology, our operations or competitive position could become impaired
- 75% rewrittenMacroeconomic, Business, Market and Operational Risks
Our expansion into new markets and investments in new ventures and land-based destination projects may not be successful
Added specific disclosure on land-based projects including port facilities and private destinations in Mexico and the Bahamas.
- 24% rewrittenFinancial Risks
We are exposed to cybersecurity attacks and data breaches and the risks and costs associated with protecting our systems and maintaining data integrity and security
Minor phrasing update regarding the increasing frequency and sophistication of cybersecurity attacks.
Was: We are exposed to cyber security attacks and data breaches and the risks and costs associated with protecting our systems and maintaining data integrity and security
- 24% rewrittenMacroeconomic, Business, Market and Operational Risks
An increase in capacity worldwide or excess capacity in a particular market could adversely impact our cruise sales and/or pricing
Updated industry order book figures to 47 new ships with 113,000 berths through 2029, with 12 for RCL.
All 37 risk factors
Headings as the filing states them, in filing order.
Macroeconomic, Business, Market and Operational Risks
- 01Our operating costs could increase due to market forces and economic or geopolitical factors beyond our control
- 02Price increases for commercial airline services for our guests or major changes or reduction in commercial airline services and/or availability could adversely impact the demand for cruises and undermine our ability to provide reasonably priced vacation packages to our guests
- 03Terrorist attacks, war, and other similar events could have a material adverse impact on our business and results of operations
- 04Disease outbreaks or an increase in concern about the risk of illness could adversely impact our business and results of operations, and may cause significant disruptions, create new risks, and exacerbate existing risks
- 05Incidents on ships, at port facilities, land destinations and/or affecting the cruise vacation industry in general, and the associated negative media coverage and publicity, have affected and could continue to affect our reputation and impact our sales and results of operations
- 06Significant weather, climate events and/or natural disasters could adversely impact our business and results of operations
- 07Our sustainability activities, including initiatives to sustain our planet, energize communities and accelerate innovation, could result in reputational risks, increased costs and other risks
- 08Our reliance on shipyards, their subcontractors and our suppliers to implement our newbuild and ship upgrade programs and to repair and maintain our ships exposes us to risks which could adversely impact our business
- 09In addition, suspensions and/or slowdowns of work at shipyards, have impacted and could continue to impact our ability to construct new ships as planned, our ability to timely and cost-effectively procure new capacity, and our ability to execute scheduled drydocks and/or fleet modernizations
- 10An increase in capacity worldwide or excess capacity in a particular market could adversely impact our cruise sales and/or pricing24% rewritten
- 11Unavailability of ports of call may adversely affect our results of operations
- 12We may lose business to competitors throughout the vacation market
- 13If we are unable to appropriately manage our cost and capital allocation strategies with our goal of satisfying guest expectations, it may adversely impact our business success
- 14Our expansion into new markets and investments in new ventures and land-based destination projects may not be successful75% rewritten
- 15Our reliance on travel advisors to sell and market our cruises exposes us to certain risks which could adversely impact our business
- 16Business activities that involve our co-investments with third parties may subject us to additional risks
- 17Past or potential acquisitions that we may decide to pursue in the future carry inherent risks which could adversely impact our financial performance and condition
- 18We rely on supply chain vendors and third-party service providers who are integral to the operations of our businesses. These vendors and service providers may be unable or unwilling to deliver on their commitments or may act in ways that could harm our business
- 19The potential unavailability of insurance coverage, an inability to obtain insurance coverage at commercially reasonable rates or our failure to have coverage in sufficient amounts to cover our incurred losses may adversely affect our financial condition or results of operations
- 20Disruptions in our shoreside or shipboard operations or our information systems may adversely affect our results of operations
- 21Provisions of our Articles of Incorporation, By-Laws and Liberian law could inhibit a change of control and may prevent efforts by our shareholders to change our management
Financial Risks
- 22We may not be able to obtain sufficient financing or capital for our needs or may not be able to do so on terms that are acceptable or consistent with our expectations
- 23Our liquidity could be adversely impacted if we are unable to satisfy the covenants required by our credit facilities
- 24There can be no assurance that we will declare or pay dividends in the future or that we will repurchase shares pursuant to our share repurchase program consistent with historical amounts or at allNew
- 25Changes in U.S. or other countries’ foreign travel policy have affected, and may continue to affect our results of operations
- 26Factors associated with climate change, including an increasing global regulatory focus, could adversely affect our business
- 27Labor, health and safety, financial responsibility, maritime and other regulations and measures could affect operations and increase operating costs
- 28A change in our tax status under the United Kingdom tonnage tax, the U.S. Internal Revenue Code, or other jurisdictions, may have adverse effects on our results of operations98% rewritten
- 29associated guidance) change, or we do not continue to meet the applicable qualifications, we may be required to pay higher Global Minimum Tax in the United Kingdom (or other jurisdictions), adversely impacting our results of operationsNew
- 30We are not a U.S. corporation and, as a result, our shareholders may be subject to the uncertainties of a foreign legal system in protecting their interests
- 31Conducting business globally results in increased regulatory, financial, and other risks
- 32Fluctuations in foreign currency exchange rates, fuel prices and interest rates could affect our financial results
- 33Impairment of our goodwill, intangible assets, long-lived assets, equity investments and notes receivable could adversely affect our financial condition and operating results
- 34The loss of key personnel, our inability to recruit or retain qualified personnel, or disruptions among our shipboard personnel could adversely affect our results of operations
- 35If we are unable to keep pace with developments, design, and implementation in technology, our operations or competitive position could become impaired. Our use of emerging technologies, including artificial intelligence, may present business, compliance and reputational risks82% rewritten
- 36We are exposed to cybersecurity attacks and data breaches and the risks and costs associated with protecting our systems and maintaining data integrity and security24% rewritten
- 37Litigation, enforcement actions, fines or penalties could adversely impact our financial condition or results of operations and/or damage our reputation
Other Royal Caribbean Cruises 10-Ks
- FY2024 10-K risk factors37 risks
Operating costs and profitability are vulnerable to macroeconomic and geopolitical pressures including fuel and inflation. Financing capital expenditures requires substantial debt and equity access amidst strict credit covenants. Global operations expose the fleet to intense regulatory, tax, climate, and cybersecurity risks.
Filed Feb 14, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.