10-K 0001104659-26-022067 (2026-03-02) vs 10-K 0001558370-25-001743 (2025-02-27)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 11,274 |
16.3% |
| MD&A | Item 7 | 7,991 |
27.4% |
| Legal Proceedings | Item 3 | 49 |
not compared |
| Accounting Policies | 10-K text, Note 2 – Summary of Significant Accounting Policies | 3,590 |
11.9% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 184 words changed in this paragraph; it is 68% similar to last year's version.
The U.S. and various state and foreign government and regulatory agencies have enacted or are considering new environmental regulations and policies aimed at restricting or taxing emissions, including those of greenhouse gases, requiring the use of low-sulfur fuels, requiring the use of shore power while in port, increasing fuel efficiency requirements, reducing the threat of invasive species in ballast water, and improving sewage and greywater-handling capabilities. For example, in 2021, the IMO adopted two requirements that went into effect in 2023, the Carbon Intensity Indicator (the “CII”) and Energy Efficiency Ship Index (the “EEXI”), which each regulate carbon emissions for ships. The CII is an operational metric designed to measure how efficiently a ship transports goods or passengers by looking at carbon dioxide emissions per nautical mile. Ships are given an annual rating from A to E with a C or better required for compliance. For ships that receive a D rating for three consecutive years, or an E rating for one year, a corrective action plan will need to be developed and approved. Beginning in 2023, ships are now required to reduce carbon intensity by 5% from a 2019 baseline, with 2% incremental improvements each year thereafter until 2030. The EEXI is a design re-certification requirement that updates energy efficiency requirements for existing ships and regulates carbon dioxide emissions related to installed engine power, transport capacity and ship speed. The maritime shipping sector has been included in the E.U.’s Emissions Trading System since the beginning of 2024. Under the directive ships over 5,000 Gross Tons that transport passengers or cargo to or from E.U. member state or EEA ports are required to purchase and surrender emissions allowances equivalent to emissions for all or a half of a covered voyage, depending on whether the voyage was between two E.U. or EEA ports or an E.U. or EEA and a non-E.U. or EEA port. The requirements are being phased in from 2024 to 2026. Beginning in 2024, covered entities are were required to procure and surrender allowances equivalent to 40% of their carbon emissions, with the amount increasing to 70% of carbon emissions in 2025 and 100% of GHG emissions in 2026. The IMO has also implemented and considered additional requirements for the shipping industry that promote the reduction of GHG emissions.
Source: Item 1A, 10-K 0001104659-26-022067 vs Item 1A, 10-K 0001558370-25-001743
Accounting Policies 162 words changed in this paragraph; it is 86% similar to last year's version.
Advertising Costs Advertising costs are expensed as incurred. Expenses related to advertising costs totaled $513.7 million, $512.7 million and $577.8 million for the years ended December 31, 2024, 2023 and 2022, respectively. Earnings Per Share Basic EPS is computed by dividing net income by the basic weighted-average number of shares outstanding during each period. Diluted EPS is computed by dividing net income by diluted weighted-average shares outstanding. A reconciliation between basic and diluted EPS was as follows (in thousands, except share and per share data): Year Ended December 31, 2025 2024 2023 2022 ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Net income (loss) $ 423,246 $ 910,257 $ 166,178 $ (2,269,909) Effect of dilutive securities - exchangeable notes 13,923 63,308 - - Net income (loss) and assumed conversion of exchangeable notes - Diluted EPS $ 437,169 $ 973,565 $ 166,178 $ (2,269,909) Basic weighted-average shares outstanding 448,542,442 435,278,605 424,424,962 419,773,195 Dilutive effect of share awards 3,788,033 4,039,709 2,975,887 - Dilutive effect of exchangeable notes 25,411,836 75,712,234 - - Diluted weighted-average shares outstanding 477,742,311 515,030,548 427,400,849 419,773,195 Basic EPS $ 0.94 $ 2.09 $ 0.39 $ (5.41) Diluted EPS $ 0.92 $ 1.89 $ 0.39 $ (5.41) Each exchangeable note (see Note 9 - “Long-Term Debt”) is individually evaluated for its dilutive or anti-dilutive impact on EPS as determined under the if-converted method. Only the interest expense and weighted average shares for exchangeable notes that are dilutive are included in the effect of dilutive securities above. securities. During the year ended December 31, 2025, the 2025 Exchangeable Notes and 2027 2.5% Exchangeable Notes have been excluded from diluted weighted-average shares outstanding because the effect of including them would have been anti-dilutive. During the year ended December 31, 2023 and 2022 all the exchangeable notes have been excluded from diluted weighted-average shares outstanding because the effect of including them would have been anti-dilutive. For the 2030 0.875% Exchangeable Notes and 2030 0.750% Exchangeable Notes, we are required to settle the principal amount in cash and have the option to settle the conversion spread in cash or shares. If the conversion value of the 2030 0.875% Exchangeable Notes and 2030 0.750% Exchangeable Notes does not exceed their conversion price for a reporting period, then the shares underlying the notes will not be reflected in the Company’s calculation of diluted EPS. Share awards are evaluated for a dilutive or anti-dilutive impact on EPS using the treasury stock method. For the years ended December 31, 2024, 2023 2025, 2024 and 2022, 2023, a total of 19.7 million, 5.1 million, 87.6 million and 92.6 87.6 million shares, respectively, have been excluded from diluted weighted-average shares outstanding because the effect of including them would have been anti-dilutive. Property and Equipment, Net Property and equipment are recorded at cost. We determine the weighted average useful lives of our ships based primarily on our estimates of the costs and useful lives of the ships’ major component systems on the date of acquisition, such as cabins, main diesels, main electric, superstructure and hull, and their related proportional weighting to the ship as a whole. Ship improvement costs that we believe add value to our ships are capitalized to the ship and depreciated over the shorter of the improvements’ estimated useful lives or the remaining useful life of the ship while costs of repairs and maintenance, including Dry-dock costs, are charged to expense as incurred. During ship construction, certain interest is capitalized as a cost of the ship. Gains or losses on the sale of property and equipment are recorded as a component of operating income (expense) in our consolidated statements of operations. The useful lives of components of new ships and ship improvements are estimated based on the economic lives of the new components. In addition, to determine the useful lives of the major components of new ships and ship improvements, we consider the historical useful lives of similar assets, manufacturer recommended lives, planned maintenance programs and anticipated changes in technological conditions.
Source: 10-K text, Note 2 – Summary of Significant Accounting Policies, 10-K 0001104659-26-022067 vs 10-K text, Note 2 – Summary of Significant Accounting Policies, 10-K 0001558370-25-001743
MD&A 161 words changed in this paragraph; it is 46% similar to last year's version.
(1) Includes principal as well as estimated interest payments with Term Secured Overnight Financing Rate (“SOFR”) held constant as of December 31, 2024. Includes exchangeable notes which can be settled in NCLH ordinary shares. Excludes In January 2025, the impact of any future possible refinancings and undrawn export-credit backed facilities. Subsequent to December 31, 2024, we completed various financing transactions, including the repayment full amount of outstanding borrowings under the Breakaway one loan, Breakaway two loan, Marina newbuild loan and Riviera newbuild loan, plus any accrued and unpaid interest thereon using thereon, was repaid with funds drawn from our the Revolving Loan Facility Facility, and the related collateral was also released. NCLC redeemed also issued $1.8 billion aggregate principal amount of 6.750% senior unsecured notes due 2032. The net proceeds, together with cash on hand, were used to redeem $600.0 million aggregate principal amount of 8.375% senior secured notes due 2028 and $1.2 billion aggregate principal amount of 5.875% senior unsecured notes due 2026, together with any accrued and unpaid interest thereon thereon, and to pay any related transaction premiums, fees and expenses. Concurrently, the Revolving Loan Facility was increased from $1.2 billion to $1.7 billion with the net proceeds of $1.8 billion aggregate principal amount of 6.750% senior unsecured notes due 2032, together with cash on hand. See Note 9 – “Long-Term Debt” for further information. maturity date extended to 2030.
Source: Item 7, 10-K 0001104659-26-022067 vs Item 7, 10-K 0001558370-25-001743
Every change, by type
Sentences and paragraphs of NCLH's Risk Factors and MD&A, 10-K 2026-03-02 against 10-K 2025-02-27.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
If we raise additional funds by issuing debt, we may be subject to limitations on our operations due to restrictive covenants, which may be more restrictive than the covenants in our existing debt agreements, and we may be required to
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedRisk Factors
Additionally, we have been, and may continue to be, impacted by heightened regulations around customs and border control, travel bans to and from certain geographical areas, voluntary changes to our itineraries in light of geopolitical events, government policies increasing the difficulty of travel and limitations on issuing international travel visas.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedRisk Factors
immediately detect such incidents. Our failure to successfully prevent, mitigate or timely respond to such incidents could impair our ability to conduct business and damage our reputation.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedRisk Factors
Fuel expense is a significant cost for our Company. Increases in fuel costs are expected as regulatory requirements take effect and alternative fuel demand outpaces infrastructure deployment, and our strategies may not fully offset these pressures.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedRisk Factors
The new construction, refurbishment, repair and maintenance of our ships are complex processes and involve risks similar to those encountered in other large and sophisticated equipment construction, refurbishment and repair projects.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedRisk Factors
Actions by activist shareholders that target our company and our business may not align with our business strategies or the best interests of all of our shareholders. Responding to activist shareholders can be costly and time-consuming, diverting the attention of our Board of Directors and management from the pursuit of our business strategies. We have incurred, and may in the future incur, significant expenses related to such matters, including legal, financial, advisory and proxy solicitation costs. Shareholder activism could also give rise to perceived uncertainties as to our future direction, make it more difficult to attract and retain qualified personnel, and cause our share price to fluctuate based on speculative market perceptions that do not reflect our underlying business fundamentals, which could adversely affect our business, financial condition, results of operations and share price.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedRisk Factors
We currently have certain ship construction contracts and newbuild-related debt denominated in euros. We are exposed to fluctuations in the euro exchange rate for the portions of the ship construction contracts and euro-denominated debt
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedRisk Factors
We operate in a highly competitive vacation market, which could adversely affect our results.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedRisk Factors
We compete in a broad and highly competitive vacation market in which cruising is one of many leisure options available to consumers. We face competition not only from other cruise lines, but also from a wide range of alternative vacation offerings, including hotels, resorts, short-term lodging providers, theme parks and packaged travel experiences. Competition within the cruise industry is driven by factors such as pricing, itinerary and destination offerings, ship features, service levels, marketing and travel advisor relationships. Competitive actions, including changes in pricing, capacity, deployment and promotional activity, may adversely affect our revenues, margins and operating results.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedRisk Factors
The global minimum tax rules include three Pillar 2 taxing mechanisms to ensure large multinational businesses pay a minimum effective tax rate of 15% on their profits worldwide. The primary taxing mechanism is the Qualified Domestic Minimum Top-up Tax (“QDMTT”). No other taxing mechanisms apply to constituent entities (i.e., NCLH’s group companies) that are tax residents in a jurisdiction that has enacted a QDMTT. Since Bermuda has not implemented a QDMTT, the other two taxing mechanisms could apply such as the Income Inclusion Rule (“IIR”) or the Undertaxed Profits Rule (“UTPR”). Even though NCLH and its subsidiaries became subject to the UTPR effective January 1, 2025, the Company does not expect to have a material impact from the UTPR mechanism. The primary reason for this result is that a large portion of the Company’s shipping income is exempt under the Pillar 2 shipping income exemption rule discussed below.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedRisk Factors
As enacted, the Bermuda Act makes it clear that any corporate income tax liability is due regardless of the above assurances under the Exempted Undertakings Protection Act 1966. Therefore, we are subject to the Bermuda corporate income tax as of January 1, 2025. Similar to Pillar 2, and as described above, the Bermuda Act provides for an
Read it in 10-K 2026-03-02 at sec.gov ↗
RemovedRisk Factors
Fuel expense is a significant cost for our Company. We have implemented a strategy to contract with fuel providers at most ports, with a market-driven pricing structure to support our itineraries. Increases in fuel costs are predicted for the upcoming years as new regulatory requirements become effective, causing demand for alternative fuels to grow at a faster pace than the supply infrastructure development. We are actively exploring alternative fuel solutions as regulatory requirements develop to facilitate compliance while working on fuel cost increase protection tools for additional spend mitigation, but we may not be successful in these efforts.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedRisk Factors
In addition, availability, work stoppages, insolvency or financial problems in the shipyards’ construction, refurbishment or repair of our ships, other “force majeure” events that are beyond our control and the control of shipyards or subcontractors, or changes to technical specifications due to regulatory changes, sustainability initiatives or other
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedRisk Factors
our business, financial condition and results of operations could be materially adversely affected. We expect global tax reform will continue to evolve over the coming years and will continue to monitor these developments.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedRisk Factors
applicable jurisdictions and/or may take the decision to re-domicile such entities to different jurisdictions that may have tax regimes and other regulatory regimes which may be less favorable.
Read it in 10-K 2025-02-27 at sec.gov ↗
RewordedRisk Factors
The operation of cruise ships carries an inherent risk of loss caused by adverse weather conditions and maritime disasters, including, but not limited to, oil spills and other environmental mishaps, extreme weather conditions such as hurricanes, floods and typhoons, fire, mechanical failure, collisions, human error, war, terrorism, piracy, political action, civil unrest and insurrection in various countries and other circumstances or events. conditions, fires,
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedRisk Factors
Increases in the price of airfare due to increases in fuel prices, fuel surcharges, changes in commercial airline services as a result of health and safety events, strikes strikes, airspace congestion or air traffic control and other airline- or airport-related staffing shortages, weather or other events, or the lack of availability due to schedule changes or a high level of increased airline bookings has bookings, have and could adversely affect our ability to transport guests and crew to or from our ships and thereby increase our cruise operating expenses which, in turn, has have had and could have an adverse effect on our financial condition and results of operations.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedRisk Factors
We also In the past, we have not always achieved the anticipated benefits from the implementation of new systems or technologies, and we may not achieve the benefits that we anticipate from any new system or technology, such as fuel abatement technologies, technologies or reservation systems, in the future and a failure to do so could result in higher than anticipated costs or could impair our operating results.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedRisk Factors
If such entities cannot demonstrate compliance with these requirements, we may be liable to pay penalties and fines in the applicable jurisdictions and/or may take the decision to re-domicile such entities to different jurisdictions that may have tax regimes and other regulatory regimes which may be less favorable.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedRisk Factors
Under the FuelEU Maritime regulation, ships that have a higher GHG intensity than the requirement must pay a penalty. penalty that is progressively increased if the ship has a compliance deficit for two or more consecutive reporting periods.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedRisk Factors
Also, we may be limited in obtaining funds to pay amounts due to our counterparties under our derivative contracts and to pay amounts that may become due under other agreements.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedRisk Factors
This caused significant costs and lost revenue as a result of, among other things, the suspension of cruise voyages, implementation of additional health and safety measures, increased concern related to illness when traveling to, from, and on our ships, reduced demand for cruise vacations, guest compensation, itinerary modifications, redeployments and cancellations, travel restrictions and advisories, the unavailability of ports and/or destinations and protected commissions.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedRisk Factors
Maintaining, promoting, and positioning our brand are important to expanding our customer base and will depend largely on the success of our marketing efforts and our ability to provide consistent, high-quality customer experiences. experiences despite any impacts from our cost management and capital allocation strategies.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedRisk Factors
We expect to make significant investments in technology, equipment and alternative fuels in order to comply with climate-related regulations and achieve any climate-related targets we may set and to comply with climate-related regulations, set, and our profitability and operations may be adversely impacted by such investments.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedRisk Factors
If our assumptions and interpretations regarding the global minimum tax rules or our efforts to reorganize prove to be incorrect for any reason, our business, financial condition and results of operations could be materially adversely affected.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedRisk Factors
The corporate income tax will apply only to Bermuda tax resident businesses that are part of multinational enterprise groups with €750 million or more in annual revenues revenues, pursuant to the consolidated financial statements of the ultimate parent entity, in at least two of the four fiscal years immediately preceding the year in question.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedRisk Factors
The availability of ports is affected by a number of factors, including, but not limited to, health, safety, and environmental concerns, existing capacity constraints, security, adverse weather conditions and natural disasters such as hurricanes, floods, typhoons and earthquakes, disasters, financial limitations on port development, political instability, armed conflicts, exclusivity arrangements that ports may have with our competitors, governmental regulations, including sanctions, sanctions and fees, and local community concerns about port development and tourism.
Read it in 10-K 2026-03-02 at sec.gov ↗
Quiet changesRisk Factors
If we expect not to not be in compliance, we would expect to seek waivers from the lenders under these facilities or renegotiate these facilities prior to any covenant violation.
Read it in 10-K 2026-03-02 at sec.gov ↗
Quiet changesRisk Factors
A number Many of our passengers and crew depend on scheduled commercial airline services to transport them to ports of embarkation for our cruises.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedMD&A
In 2025, drew down on euro-denominated debt for two newbuilds that is primarily unhedged, and we expect to take delivery of ships that have euro-denominated debt in the future. Due to the significant increase in our euro-denominated debt in 2025 and the fact that a substantial portion of our debt is in dollars, we have included the related net foreign currency remeasurement losses as a supplemental adjustment in our calculation of Adjusted Net Income and Adjusted EPS. To ensure comparability, we have retrospectively applied this adjustment to the corresponding periods in 2024, using a consistent methodology. The quantitative impact of these adjustments is presented in the accompanying reconciliation tables within this Annual Report. Non-GAAP diluted weighted-average shares are calculated using the treasury stock method to calculate the effect of restricted share units and options and the if-converted method to calculate the effect of convertible instruments. This is the same methodology that is used when calculating GAAP diluted weighted-average shares. However, the determination of whether the shares are dilutive or anti-dilutive is made independently on a GAAP and non-GAAP net income basis, and therefore, the number of diluted weighted-average shares outstanding for GAAP and non-GAAP may be different.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedMD&A
In April 2025, certain holders exchanged $353.9 million of 2025 Exchangeable Notes for 2030 0.875% Exchangeable Notes and an aggregate Cash Payment of $64.0 million, plus accrued and unpaid interest on the 2025 Exchangeable Notes that were exchanged to, but excluding, the closing date of the Exchange. Additionally, in April 2025, the Company completed April Equity Offerings of 3,358,098 ordinary shares to those holders at a price of $19.06 per share. The Company used the net proceeds from the April Equity Offerings, together with cash on hand, to make the Cash Payment.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedMD&A
In June 2025, NCLC amended the Seventh ARCA to increase the aggregate amount of the lenders’ commitments under the Revolving Loan Facility from $1.7 billion to approximately $2.5 billion.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedMD&A
The Company enters 2026 against a pressured backdrop as it is slightly below the optimal booking range following certain execution missteps in aligning our commercial strategy with our deployment. First-quarter performance reflects the absorption of a material increase in capacity in the Caribbean, while longer-term demand trends remain constructive. The Company’s deployment shift is resulting in higher load factors. Demand has been particularly strong across the Company’s luxury brands which benefit from longer booking curves.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedMD&A
We announced a second phase of expansion plans for Great Stirrup Cay, the Company’s private island destination in The Bahamas, including a nearly six-acre Great Tides Waterpark expected to open in the summer of 2026. The addition of the nearly six-acre, 19-slide, Great Tides Waterpark which includes a 800-foot dynamic river and a 9,000-square-foot kids’ splash zone, along with other new amenities, will further enhance the guest experience at one of our most popular destinations. This is in addition to the previously announced pier, pool, family splash pad, welcome center and tram, which opened in 2025. The second side of the pier is also expected to open in the summer of 2026.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedMD&A
Our strategic cost optimization efforts are driving a disciplined, company-wide focus on identifying efficiencies and optimizing costs across the organization. These initiatives are designed to deliver sustainable savings without compromising the guest experience or the quality of our offerings. Beyond the financial impact, this effort represents an evolution in our culture, embedding cost awareness, accountability, and continuous improvement into the way we operate.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedMD&A
While macroeconomic headwinds or misalignment between our commercial strategy and deployment have and may put pressures on revenue, we believe these impacts may be at least partially offset through the continued execution of our cost optimization efforts. Our focus remains on managing the business for the long term, balancing disciplined pricing and cost control with guest experience and strategic investments for the future. Furthermore, we are exposed to fluctuations in the euro exchange rate for certain portions of ship construction contracts, euro-denominated debt and
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedMD&A
various exchange rates for customer deposits that have not been hedged. See “Item 1A—Risk Factors” in our Annual Report for additional information.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedMD&A
(7) The impact of the above non-GAAP adjustments results in an anti-dilutive effect on Adjusted EPS related to our exchangeable notes for which we are adjusting the impact from GAAP net income and dilutive weighted average shares.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedMD&A
In April 2025, certain holders exchanged $353.9 million of 2025 Exchangeable Notes for 2030 0.875% Exchangeable Notes and an aggregate Cash Payment of $64.0 million, plus accrued and unpaid interest on the 2025 Exchangeable Notes that were exchanged to, but excluding, the closing date of the Exchange. Additionally, in April 2025, the Company completed April Equity Offerings of 3,358,098 ordinary shares to those holders at a price of $19.06 per share. The Company used the net proceeds from the April Equity Offerings, together with cash on hand, to make the Cash Payment.
Read it in 10-K 2026-03-02 at sec.gov ↗
AddedMD&A
In June 2025, NCLC amended the Seventh ARCA to increase the aggregate amount of the lenders’ commitments under the Revolving Loan Facility from $1.7 billion to approximately $2.5 billion.
Read it in 10-K 2026-03-02 at sec.gov ↗
RemovedMD&A
In February 2024, NCLC and the Commitment Parties entered into the third amended commitment letter, which became effective in March 2024. Pursuant to the third amended commitment letter, the Commitment Parties have agreed to purchase from NCLC an aggregate principal amount of $650 million of senior unsecured notes due five years after the issue date at NCLC’s option, which option is available through March 2025 and we do not expect to extend. In connection with the execution of the third amended commitment letter, NCLC agreed to repurchase all of the outstanding $250 million aggregate principal amount of 9.75% senior secured notes due 2028 at a negotiated premium plus accrued and unpaid interest thereon. See Note 9 – “Long-Term Debt” for more information.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
In April 2024, we obtained export credit financing for 80% of the contract price of two new Regent Seven Seas Cruises ship orders and two new Oceania Cruises ship orders as well as related premiums. Contemporaneously, the ship orders became effective. The Norwegian brand also placed a four-ship order, for which the shipbuilding contracts were finalized in February 2025 and financing is still being finalized. We refer you to “—Liquidity and Capital Resources— Future Capital Commitments” and “—Liquidity and Capital Resources— Material Cash Requirements” for details regarding our newbuild orders.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
Additionally, in April 2024, a €200 million commitment became available that can be used for future newbuild payments. See Note 9 – “Long-Term Debt” for more information.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
The Company continues to experience strong consumer demand for its offerings across itineraries and brands throughout 2025 and into 2026. As a result, the Company remains at the upper range of its optimal booked position on a 12-month forward basis.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
During 2024, we continued to see improvements in operating costs from our ongoing margin enhancement initiative. The Company continues to prioritize identifying and evaluating a variety of initiatives to improve its cost structure and margin profile, while preserving its brand equity and optimal guest satisfaction levels. However, global macroeconomic events have created volatility and disruptions in the past that have adversely impacted our costs and they may do so again in the future. Furthermore, we are exposed to fluctuations in the euro exchange rate for certain portions of ship construction contracts and various exchange rates for customer deposits that have not been hedged. See “Item 1A—Risk Factors” in our Annual Report for additional information.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
The Company continues to maintain a full valuation allowance against the net deferred tax assets in the Bermuda jurisdiction, which has a balance of $547.8 million as of December 31, 2024, primarily related to a 3-year cumulative loss. Although the Pillar 2 rules became effective in Bermuda as of January 1, 2025, the Company does not expect to have a material change in its income tax expense for 2025.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
Additionally, the Company previously provided a full valuation allowance against the net deferred tax assets in the U.S. jurisdiction. As discussed in Note 12 – “Income Taxes” to our financial statements, during the fourth quarter of 2024, the Company released $161.9 million of the valuation allowance related to its U.S. net deferred tax assets, resulting in a non-cash benefit to income tax expense. In determining the need for a valuation allowance, the Company considers both the positive and negative evidence including its ability to forecast future operating results, historical tax losses and its ability to utilize deferred tax assets within the requisite carryforward periods. After weighing all of the evidence, the Company determined that the positive evidence outweighed the negative evidence and concluded that it is more likely than not that the majority of the U.S. net deferred tax assets will be realized. The positive evidence considered by the Company includes continuous improvement in its operating results and profitability, implementation of certain tax planning actions, its projections showing sufficient utilization of tax attributes within their requisite carryforward periods, the non recurring nature of the losses tied to the suspension of sailings due to COVID-19 and not having a history of expiration of tax attributes. The negative evidence considered includes that the Company has been in a three-year cumulative book loss position for the past four years. The Company continues to maintain a valuation allowance against the deferred tax assets for which it concluded it is more likely than not they will not be realized. The Company will continue to evaluate all relevant positive and negative evidence in monitoring the realizability of its deferred tax assets and determining the appropriate timing for the recognition of any additional valuation allowance reversal. The ultimate realization of the Company’s deferred tax assets is dependent upon a number of uncertainties including future taxable income of the appropriate character during the requisite carryforward periods.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
In February 2024, NCLC and the Commitment Parties entered into the third amended commitment letter, which became effective in March 2024. Pursuant to the third amended commitment letter, the Commitment Parties have agreed to purchase from NCLC an aggregate principal amount of $650 million of senior unsecured notes due five years after the issue date at NCLC’s option, which option is available through March 2025 and we do not expect to extend. In connection with the execution of the third amended commitment letter, NCLC agreed to repurchase all of the outstanding $250 million aggregate principal amount of 9.75% senior secured notes due 2028 at a negotiated premium plus accrued and unpaid interest thereon.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
Additionally, in April 2024, a €200 million commitment became available that can be used for future newbuild payments.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
We may be required to pledge additional collateral and/or post additional cash reserves or take other actions in the future that may adversely affect our liquidity.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
2025 Oceania Cruises Allura Class Allura ~68,000 ~1,200 Contract effective / financed(4)
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
2026 Norwegian Cruise Line Prima Class Norwegian Luna ~156,000 ~3,550 Contract effective / financed(4)
Read it in 10-K 2025-02-27 at sec.gov ↗
RewordedMD&A
Fuel expense 675,887 698,050 Net Cruise Cost Excluding Fuel 4,041,354 3,846,457 Less Other Non-GAAP Adjustments: Non-cash deferred compensation (1) 2,210 2,875 2,312 Non-cash share-based compensation (2) 88,393 91,781 118,940 Adjusted Net Cruise Cost Excluding Fuel $ 3,950,751 $ 3,751,801 $ 3,489,177 Capacity Days 24,433,624 23,445,397 22,652,588 Gross Cruise Cost per Capacity Day $ 294.18 $ 303.83 $ 300.65 Net Cruise Cost per Capacity Day $ 193.06 $ 193.83 $ 191.03 Net Cruise Cost Excluding Fuel per Capacity Day $ 165.40 $ 164.06 $ 159.38 Adjusted Net Cruise Cost Excluding Fuel per Capacity Day $ 161.69 $ 160.02 $ 154.03
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedMD&A
We had Adjusted Net Income and Adjusted EPS of $937.5 million $1.0 billion and $1.82, $2.11, respectively, for the year ended December 31, 2024, 2025, including $(36.0) $607.6 million of adjustments primarily consisting related to certain euro foreign currency remeasurements and losses on extinguishment and modification of the reversal of a valuation allowance partially offset by share-based compensation, debt, compared to Adjusted Net Income and Adjusted EPS of $298.0 $911.7 million and $0.70, $1.77, respectively, for the year ended December 31, 2023. 2024.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedMD&A
Total cruise operating expense increased 4.0% decreased 0.9% in 2024 2025 compared to 2023 2024 primarily related to the delivery of three new ships in 2023 partially offset by a reduction in air costs largely due to changes in itinerary mix. mix and fuel cost offset by delivery of Norwegian Aqua in March 2025 and Oceania Allura in July 2025.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedMD&A
As of December 31, 2024, 2025, our liquidity of approximately $2.0 $1.6 billion consisted of cash and cash equivalents of $190.8 million, $209.9 million and borrowings available of $955.0 million $1.4 billion under our Revolving Loan Facility, a €200 million commitment that can be used for future newbuild payments and a $650 million undrawn commitment less related fees. Facility.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedMD&A
As of December 31, 2024, 2025, the combined contract prices, including amendments and change orders, of the 13 ships on order for delivery (which excludes the two ships on order for Oceania Cruises, which that are currently scheduled for delivery in 2030 and 2031, that we have the option to cancel) effective was approximately €17.5 €18.3 billion, or $18.1 $21.5 billion based on the euro/U.S. dollar exchange rate as of December 31, 2024. 2025.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedMD&A
Total other operating expense increased 8.1% 13.0% in 2024 2025 compared to 2023 2024 primarily related to an increase in depreciation and amortization expense from the delivery of three new ships in 2023 the two ships, ship improvements and variable compensation due to strong financial performance write-off of the business. an internal use-software project.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedMD&A
As of December 31, 2024, 2025, we have committed undrawn export-credit backed facilities of $8.6 $12.2 billion which funds approximately 80% of our effective ship construction contracts, with the exception of the two ships Sonata Class Ships on order for Oceania Cruises that we have the option to cancel with currently scheduled delivery in 2032 and 2035 and the four two additional ships on order for Norwegian Cruise Line with currently scheduled delivery from 2030 to in 2034 and 2036.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedMD&A
The impacts of initiatives to improve environmental sustainability and modifications the Company that NCLH plans to make to its newbuilds and/or other macroeconomic conditions to improve their profitability and events better space out the newbuilds, along with shipyard availability, have resulted in delays in us resetting delivery dates for certain expected ship deliveries.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedMD&A
The increase in Capacity Days was primarily related to the delivery of three new ships Norwegian Aqua in 2023 March 2025 and Oceania Allura in July 2025 partially offset by increased number of Berths in Dry-dock days as larger ships were in 2024. Dry-dock.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedMD&A
We The Company also have has agreements with our its credit card processors that, as that govern the vast majority of December 31, 2024, governed approximately $2.8 billion in advance ticket sales that had been are received by the Company relating to future voyages.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedMD&A
In this section, references to 2025 refer to the year ended December 31, 2025 and references to 2024 refer to the year ended December 31, 2024, references to 2023 refer to the year ended December 31, 2023. 2024.
Read it in 10-K 2026-03-02 at sec.gov ↗
RewordedMD&A
Adjusted EBITDA increased 31.7% 11.4% to $2.7 billion for the year ended December 31, 2025 from $2.5 billion for the year ended December 31, 2024 from $1.9 billion for the year ended December 31, 2023. 2024.
Read it in 10-K 2026-03-02 at sec.gov ↗
Quiet changesMD&A
For ship impairment analyses, the lowest level for which identifiable cash flows are largely independent of other assets and liabilities is generally each individual ship.
Read it in 10-K 2026-03-02 at sec.gov ↗
Quiet changesMD&A
(3) Losses on extinguishments and modifications of debt are primarily included in interest expense, net.
Read it in 10-K 2026-03-02 at sec.gov ↗
