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federal securities laws intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995.
−Removed: All statements other than statements of historical facts contained, or incorporated by reference, in this report, including, without limitation, our expectations regarding our results of operations, future financial position, including our liquidity requirements and future capital expenditures, plans, prospects, actions taken or strategies being considered with respect to our liquidity position, including with respect to refinancing, amending the terms of, or extending the maturity of our indebtedness, our ability to comply with covenants under our debt agreements, expectations regarding our exchangeable notes, valuation and appraisals of our assets, expectations regarding our deferred tax assets and valuation allowances, expected fleet additions and cancellations, including expected timing thereof, our expectations regarding the impact of macroeconomic conditions and recent global events, and expectations relating to our sustainability program and decarbonization efforts may be forward-looking statements.
+Added: All statements other than statements of historical facts contained, or incorporated by reference, in this report, including, without limitation, our expectations regarding our results of operations, future financial position, including our liquidity requirements and future capital expenditures, plans, prospects, actions taken or strategies being considered with respect to our liquidity position, including with respect to refinancing, amending the terms of, or extending the maturity of our indebtedness, our ability to comply with covenants under our debt agreements, expectations regarding our exchangeable notes, valuation and appraisals of our assets, expectations regarding our deferred tax assets and valuation allowances, expected fleet additions, including expected timing thereof, our expectations regarding the impact of macroeconomic conditions and recent global events, and expectations relating to our sustainability program and decarbonization efforts may be forward-looking statements.
Many, but not all, of these statements can be found by looking for words like “expect,” “anticipate,” “goal,” “project,” “plan,” “believe,” “seek,” “will,” “may,” “forecast,” “estimate,” “intend,” “future” and similar words.
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● our need for additional financing or financing to optimize our balance sheet, which may not be available on favorable terms, or at all, and our outstanding exchangeable notes and any future financing which may be dilutive to existing shareholders;
−Removed: ● the unavailability of ports of call;
+Added: ● the unavailability of ports of call and the impacts of port and destination fees and expenses;
● future increases in the price of, or major changes, disruptions or reductions in, commercial airline services;
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● 2025 Exchangeable Notes .
−Removed: On May 8, 2020, pursuant to an indenture among NCLC, as issuer, NCLH, as guarantor, and U.S.
−Removed: Bank National Association, as trustee, NCLC issued $862.5 million aggregate principal amount of exchangeable senior notes due 2024.
−Removed: ● 2025 Exchangeable Notes .
On July 21, 2020, pursuant to an indenture among NCLC, as issuer, NCLH, as guarantor, and U.S.
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Bank National Association, as trustee, NCLC issued $473.2 million aggregate principal amount of exchangeable senior notes due 2027.
+Added: ● 2030 0.875% Exchangeable Notes .
+Added: On April 7, 2025, pursuant to an indenture among NCLC, as issuer, NCLH, as guarantor, and U.S.
+Added: Bank Trust Company, National Association, as trustee, NCLC issued $353.9 million aggregate principal amount of exchangeable senior notes due 2030.
+Added: ● 2030 0.750% Exchangeable Notes .
+Added: September 11, 2025, pursuant to an indenture among NCLC, as issuer, NCLH, as guarantor, and U.S.
+Added: Bank Trust Company, National Association, as trustee, NCLC issued $1,407.0 million aggregate principal amount of exchangeable senior notes due 2030.
● Adjusted EBITDA.
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● Adjusted Net Income.
−Removed: Net income (loss) adjusted for the effect of dilutive securities and other supplemental adjustments.
−Removed: ● Allura Class Ships .
−Removed: Oceania Cruises’ Vista and Oceania Cruises’ Allura.
+Added: Net income adjusted for the effect of dilutive securities and other supplemental adjustments.
Double occupancy capacity per cabin (single occupancy per studio cabin) even though many cabins can accommodate three or more passengers.
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Earnings before interest, taxes, and depreciation and amortization.
−Removed: Earnings (loss) per share.
+Added: Earnings per share.
Generally accepted accounting principles in the U.S.
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manage our business on a day-to-day basis.
−Removed: In measuring our ability to control costs in a manner that positively impacts net income (loss), we believe changes in Adjusted Gross Margin, Net Yield, Net Cruise Cost and Adjusted Net Cruise Cost Excluding Fuel to be the most relevant indicators of our performance.
+Added: In measuring our ability to control costs in a manner that positively impacts net income, we believe changes in Adjusted Gross Margin, Net Yield, Net Cruise Cost and Adjusted Net Cruise Cost Excluding Fuel to be the most relevant indicators of our performance.
We believe that Adjusted EBITDA is appropriate as a supplemental financial measure as it is used by management to assess operating performance.
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Adjusted EBITDA is not a defined term under GAAP nor is it intended to be a measure of liquidity or cash flows from operations or a measure comparable to net income as it does not take into account certain requirements such as capital expenditures and related depreciation, principal and interest payments and tax payments and it includes other supplemental adjustments.
−Removed: In addition, Adjusted Net Income and Adjusted EPS are non-GAAP financial measures that exclude certain amounts and are used to supplement GAAP net income (loss) and EPS.
+Added: In addition, Adjusted Net Income and Adjusted EPS are non-GAAP financial measures that exclude certain amounts and are used to supplement GAAP net income and EPS.
We use Adjusted Net Income and Adjusted EPS as key performance measures of our earnings performance.
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accordingly, our presentation of Adjusted Net Income and Adjusted EPS may not be indicative of future adjustments or results.
−Removed: For example, for the three months ended June 30 2025, we incurred $68.4 million related to losses on extinguishment and modification of debt.
−Removed: We included this as an adjustment in the reconciliation of Adjusted Net Income since the expenses are not representative of our day-to-day operations;
−Removed: however, this adjustment did not occur and is not included in the comparative period presented within this report.
−Removed: In 2025, we took on two newbuilds that have euro-denominated debt, that is currently unhedged, and we expect to take delivery of ships that have euro-denominated debt in the future.
+Added: In 2025, we took on two newbuilds that have euro-denominated debt, 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.
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This is the same methodology that is used when calculating GAAP diluted weighted-average shares.
−Removed: However, the determination of whether the shares are dilutive or anti-dilutive is made independently on a GAAP and non-GAAP net income (loss) basis, and therefore, the number of diluted weighted-average shares outstanding for GAAP and non-GAAP may be different.
+Added: 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.
You are encouraged to evaluate each adjustment used in calculating our non-GAAP financial measures and the reasons we consider our non-GAAP financial measures appropriate for supplemental analysis.
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Passenger ticket revenue primarily consists of revenue for accommodations, meals in certain restaurants on the ship, certain onboard entertainment, government taxes, fees and port expenses and includes revenue for service charges and air and land transportation to and from the ship to the extent guests purchase these items from us.
−Removed: Onboard and other revenue primarily consists of revenue from casino, beverage sales, shore excursions, specialty dining, retail sales, spa services and Wi-Fi services.
+Added: Onboard and other revenue primarily consists of revenue from casino, beverage sales, shore excursions, specialty dining, retail sales, spa
+Added: services and Wi-Fi services.
Our onboard revenue is derived from onboard activities we perform directly or that are performed by independent concessionaires, from which we receive a share of their revenue.
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In April 2025, 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.
−Removed: Additionally, in April 2025, the Company completed an Equity Offering of 3,358,098 ordinary shares to the Holders at a price of $19.06 per share.
−Removed: The Company used the net proceeds from the Equity Offering, together with cash on hand, to make the Cash Payment.
+Added: Additionally, in April 2025, the Company completed April Equity Offerings of 3,358,098 ordinary shares to the Holders at a price of $19.06 per share.
+Added: The Company used the net proceeds from the April Equity Offerings, together with cash on hand, to make the Cash Payment.
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.
−Removed: The collateral of the Revolving Loan Facility and the 8.125% senior secured notes due 2029 were also modified.
+Added: In September 2025, NCLC issued approximately $1.4 billion of 2030 0.750% Exchangeable Notes, $1.2 billion of 2031 Notes, and $850.0 million of 2033 Notes.
+Added: Additionally, in September 2025, the Company completed the September Equity Offering with certain institutional investors of 3,313,868 ordinary shares at a price of $24.53 per share.
+Added: proceeds from these transactions, together with cash on hand, were used to (i) complete the Repurchases of a portion of the 2027 1.125% Exchangeable Notes and 2027 2.50% Exchangeable Notes, (ii) complete the Tender Offer or redeem all of the 2026 Notes, 2027 Notes and 2029 Notes and (iii) pay related accrued and unpaid interest, transaction premiums, fees and expenses.
+Added: The collateral of the Revolving Loan Facility was also modified.
See Note 7 – “Long-Term Debt” for more information.
Update on Bookings
−Removed: The Company had strong bookings in the quarter with bookings now ahead of historical levels in recent months, reflecting a strong rebound in demand following early-April softness for third-quarter long-haul, extended European itineraries.
+Added: The Company continues to experience healthy consumer demand across its portfolio of three brands for the balance of 2025 and into 2026, with strong demand for its Caribbean sailings.
As a result, the Company remains well positioned within its optimal range for its forward 12-month booked position.
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This is in addition to the previously announced two-ship pier, pool, family splash pad, welcome center and tram, which are expected to open by the end of 2025.
−Removed: Margin Enhancement Initiative
−Removed: Our cost savings initiatives continue to deliver tangible results, positioning us well to cushion macroeconomic pressures.
−Removed: While there may be potential pressures on revenue, we believe these can be effectively offset by the continued execution of our cost savings initiatives.
+Added: Strategic Cost Optimization and Macroeconomic Trends
+Added: Our strategic cost optimization efforts are driving a disciplined, company-wide focus on identifying efficiencies and optimizing costs across the organization.
+Added: These initiatives are designed to deliver sustainable savings without compromising the guest experience or the quality of our offerings.
+Added: Beyond the financial impact, this effort represents an evolution in our culture, embedding cost awareness, accountability, and continuous improvement into the way we operate.
+Added: Our cost savings initiatives continue to deliver tangible results, which we believe position us well to cushion macroeconomic pressures.
+Added: While there may be pressures on revenue, we believe these can be effectively offset by 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.
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consequently, the full impact to the Company is not yet known.
−Removed: Additionally, our ships, port facilities, corporate offices and island destinations have in the past and may again be adversely affected by an increase in the frequency and intensity of adverse weather conditions caused by climate change.
+Added: Additionally, our ships, port facilities, corporate offices and island destinations have in
+Added: the past and may again be adversely affected by an increase in the frequency and intensity of adverse weather conditions caused by climate change.
For example, certain ports have become temporarily unavailable to us due to hurricane damage and other destinations have either considered or implemented restrictions on cruise operations due to environmental concerns.
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Quarterly Overview
−Removed: Three months ended June 30, 2025 (“2025”) compared to three months ended June 30, 2024 (“2024”)
+Added: Three months ended September 30, 2025 (“2025”) compared to three months ended September 30, 2024 (“2024”)
● Total revenue increased 4.7% to $2.9 billion compared to $2.8 billion.
−Removed: ● Net income (loss) and diluted EPS were $30.0 million and $0.07, respectively, compared to $163.4 million and $0.35, respectively.
+Added: ● Net income and diluted EPS were $419.3 million and $0.86, respectively, compared to $474.9 million and $0.95, respectively.
● Operating income was $749.4 million compared to $691.2 million.
−Removed: ● Gross margin increased 17.5% to $835.9 million compared to $711.4 million.
+Added: ● Gross margin increased 8.4% to $1.2 billion compared to $1.1 billion.
Adjusted Gross Margin increased 8.1% to $2.2 billion compared to $2.0 billion.
−Removed: ● Adjusted Net Income and Adjusted EPS were $257.3 million and $0.51, respectively, in 2025, which included $227.3 million of adjustments primarily related to certain euro foreign currency remeasurements and losses on extinguishment and modification of debt.
−Removed: Adjusted Net Income and Adjusted EPS were $201.7 million and $0.39, respectively, in 2024, which included $22.2 million of adjustments primarily related to share-based compensation.
−Removed: ● Adjusted EBITDA improved 18.1% to $694.0 million compared to $587.7 million.
+Added: ● Adjusted Net Income and Adjusted EPS were $595.8 million and $1.20, respectively, in 2025, which included $169.2 million of non-GAAP adjustments primarily related to losses on extinguishment and modification of debt.
+Added: Adjusted Net Income and Adjusted EPS were $527.3 million and $1.02, respectively, in 2024, which included $37.4 million of non-GAAP adjustments primarily related to share-based compensation and foreign currency remeasurements on euro-denominated debt.
+Added: ● Adjusted EBITDA improved 9.5% to $1.0 billion compared to $931.0 million.
We refer you to our “Results of Operations” below for a calculation of Adjusted Gross Margin, Adjusted Net Income, Adjusted EPS and Adjusted EBITDA.
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Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
+Added: September 30,
Passengers carried
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Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
+Added: September 30,
Total revenue
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Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
+Added: September 30,
Total cruise operating expense
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Three Months Ended
−Removed: Six Months Ended
−Removed: Net income (loss)
+Added: Nine Months Ended
+Added: September 30,
+Added: September 30,
Effect of dilutive securities - exchangeable notes
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Net foreign currency adjustments on euro-denominated debt (4)
−Removed: Effect of dilutive securities - exchangeable notes (5)
Adjusted Net Income
−Removed: Diluted weighted-average shares outstanding - Net income (loss)
−Removed: Diluted weighted-average shares outstanding - Adjusted Net Income
+Added: Diluted weighted-average shares outstanding - Net income and Adjusted Net Income
(1) Non-cash deferred compensation expenses related to the crew pension plan and other crew expenses, which are included in payroll and related expense and other income (expense), net.
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(3) Losses on extinguishment of debt and modification of debt are included in interest expense, net.
−Removed: (4) Net gains and losses for foreign currency remeasurements of our euro-denominated debt principal included in other income (expense), net, which is currently not hedged.
−Removed: (5) 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 increasing the impact on GAAP net income and dilutive weighted average shares.
+Added: (4) Net gains and losses for foreign currency remeasurements of our euro-denominated debt principal included in other income (expense), net.
EBITDA and Adjusted EBITDA were calculated as follows (in thousands):
Three Months Ended
−Removed: Six Months Ended
−Removed: Net income (loss)
+Added: Nine Months Ended
+Added: September 30,
+Added: September 30,
Interest expense, net
−Removed: Income tax (benefit) expense
+Added: Income tax expense
Depreciation and amortization expense
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(3) Non-cash share-based compensation expenses related to equity awards, which are included in marketing, general and administrative expense and payroll and related expense.
−Removed: Three months ended June 30, 2025 (“2025”) compared to three months ended June 30, 2024 (“2024”)
−Removed: Total revenue increased to $2.5 billion in 2025 compared to $2.4 billion in 2024 primarily due to an increase in Capacity Days related to the delivery of Norwegian Aqua in March 2025.
−Removed: Total cruise operating expense increased 0.1% primarily due to the delivery of Norwegian Aqua in March 2025 offset primarily by a reduction in air costs largely due to changes in itinerary mix.
−Removed: Gross Cruise Cost increased 2.3% and total other operating expense increased 10.5% in 2025 compared to 2024 primarily related to an increase in marketing, general and administrative expense from higher advertising and promotions.
+Added: Three months ended September 30, 2025 (“2025”) compared to three months ended September 30, 2024 (“2024”)
+Added: Total revenue increased to $2.9 billion in 2025 compared to $2.8 billion in 2024 primarily due to an increase in Capacity Days related to the delivery of Norwegian Aqua in March 2025 and Oceania Allura in July 2025.
+Added: Total cruise operating expense increased 1.0% primarily due to the delivery of Norwegian Aqua in March 2025 and Oceania Allura in July 2025 offset primarily by a reduction in air costs largely due to changes in itinerary mix.
+Added: Total other operating expense increased 10.0% in 2025 compared to 2024 primarily related to an increase in marketing, general and administrative expense from higher advertising and promotions.
Interest expense, net was $328.8 million in 2025 compared to $175.2 million in 2024.
The change in interest expense reflects losses in 2025 from extinguishment of debt and debt modification costs, which were $154.5 million.
−Removed: Excluding these losses, interest expense decreased primarily as a result of lower rates, partially offset by higher debt outstanding with the delivery of Norwegian Aqua.
−Removed: Other income (expense), net was expense of $156.4 million in 2025 compared to income of $1.9 million in 2024.
−Removed: The income and expense primarily related to net gains and losses from foreign currency remeasurements of our euro-denominated debt.
−Removed: Six months ended June 30, 2025 (“2025”) compared to six months ended June 30, 2024 (“2024”)
−Removed: Total revenue was $4.6 billion in both 2025 and 2024.
−Removed: The increase in Capacity Days related to the delivery of Norwegian Aqua in March 2025 was offset by an increased number of Berths in Dry-dock in 2025 as larger ships were in Dry-dock.
−Removed: Total cruise operating expense decreased 2.9% primarily related to a reduction in air costs largely due to changes in itinerary mix and fuel cost offset by the delivery of Norwegian Aqua in March 2025.
−Removed: Gross Cruise Cost decreased 0.4% in 2025 compared to 2024 primarily due to the change in costs described above and an increase in marketing, general and administrative expense.
+Added: Excluding these losses, the impact from an increase in debt in 2025 was offset by a reduction in average rates.
+Added: Other income (expense), net was income of $13.0 million in 2025 compared to expense of $34.1 million in 2024.
+Added: The income and expense primarily related to net gains and losses from foreign currency remeasurements.
+Added: Nine months ended September 30, 2025 (“2025”) compared to nine months ended September 30, 2024 (“2024”)
+Added: Total revenue was $7.6 billion in 2025 and $7.4 billion in 2024.
+Added: The increase in Capacity Days related to the delivery of Norwegian Aqua in March 2025 and Oceania Allura in July 2025 was offset by an increased number of Berths in Dry-dock in 2025 as larger ships were in Dry-dock.
+Added: Total cruise operating expense decreased 1.5% primarily related to a reduction in air costs largely due to changes in itinerary mix and fuel cost offset by the delivery of Norwegian Aqua in March 2025 and Oceania Allura in July 2025.
Total other operating expense increased 8.9% in 2025 compared to 2024 primarily related to an increase in marketing, general and administrative expense from higher advertising and promotions.
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The change in interest expense reflects higher losses in 2025 from extinguishment of debt and debt modification costs, which were $272.5 million in 2025 compared to $29.2 million in 2024.
−Removed: Excluding these losses, interest expense decreased primarily as a result of lower rates and lower average debt balances.
−Removed: Other income (expense), net was expense of $180.9 million in 2025 compared to income of $20.0 million in 2024.
−Removed: The income and expense primarily related to net gains and losses from foreign currency remeasurements of our euro-denominated debt.
+Added: Excluding these losses, interest expense decreased primarily as a result of lower average rates, partially offset by higher debt outstanding in connection with the delivery of ships.
+Added: Other income (expense), net was expense of $167.9 million in 2025 compared to $14.1 million in 2024.
+Added: The expense primarily related to net gains and losses from foreign currency remeasurements.
Liquidity and Capital Resources
−Removed: As of June 30, 2025, our liquidity was approximately $2.4 billion, including cash and cash equivalents of $184.0 million, $2.0 billion available under our Revolving Loan Facility and €200 million commitment that could be used for future newbuild payments which was available through July 2025.
+Added: As of September 30, 2025, our liquidity was approximately $1.8 billion, including cash and cash equivalents of $166.8 million and $1.6 billion available under our Revolving Loan Facility.
Our primary ongoing liquidity requirements are to finance working capital, capital expenditures and debt service.
−Removed: In January 2025, the 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, was repaid with funds drawn from the Revolving Loan Facility, and the related collateral was also released.
+Added: In January 2025, the 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, was repaid with funds drawn
+Added: from the Revolving Loan Facility, and the related collateral was also released.
NCLC also issued $1.8 billion aggregate principal amount of 6.750% senior unsecured notes due 2032.
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In April 2025, 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.
−Removed: Additionally, in April 2025, the Company completed an Equity Offering of 3,358,098 ordinary shares to the Holders at a price of $19.06 per share.
−Removed: The Company used the net proceeds from the Equity Offering, together with cash on hand, to make the Cash Payment.
+Added: Additionally, in April 2025, the Company completed April Equity Offerings of 3,358,098 ordinary shares to the Holders at a price of $19.06 per share.
+Added: The Company used the net proceeds from the April Equity Offerings, together with cash on hand, to make the Cash Payment.
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.
−Removed: The collateral of the Revolving Loan Facility and the 8.125% senior secured notes due 2029 were also modified.
+Added: In September 2025, NCLC issued approximately $1.4 billion of 2030 0.750% Exchangeable Notes, $1.2 billion of 2031 Notes, and $850.0 million of 2033 Notes.
+Added: Additionally, in September 2025, the Company completed the September Equity Offering with certain institutional investors of 3,313,868 ordinary shares at a price of $24.53 per share.
+Added: The net proceeds from these transactions, together with cash on hand, were used to (i) complete the Repurchases of a portion of the 2027 1.125% Exchangeable Notes and 2027 2.50% Exchangeable Notes, (ii) complete the Tender Offer or redeem all of the 2026 Notes, 2027 Notes and 2029 Notes and (iii) pay related accrued and unpaid interest, transaction premiums, fees and expenses.
+Added: The collateral of the Revolving Loan Facility was also modified.
See Note 7 – “Long-Term Debt” for further details about the above financing transactions.
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Within the next twelve months, we may optimize our liquidity or pursue other refinancings in order to reduce interest expense and/or extend debt maturities.
−Removed: The remaining $225.0 million of the 5.875% senior unsecured notes due in March 2026 will be paid at maturity unless
There is no assurance that cash flows from operations and additional financings will be available in the future to fund our future obligations.
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Risk Factors” in our Annual Report on Form 10-K for further details regarding risks and uncertainties that may cause our results to differ from our expectations.
−Removed: As of June 30, 2025, we were in compliance with all of our debt covenants.
+Added: As of September 30, 2025, we were in compliance with all of our debt covenants.
If we do not continue to remain in compliance with our covenants, we would have to seek additional amendments to or waivers of the covenants.
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Generally, if an event of default under any debt agreement occurs, then pursuant to cross default and/or cross acceleration clauses, substantially all of our outstanding debt and derivative contract payables could become due, and all debt and derivative contracts could be terminated, which would have a material adverse impact on our operations and liquidity.
−Removed: Our Moody’s long-term issuer rating is B1, our senior secured rating is Ba3 and our senior unsecured rating is B3.
−Removed: Our S&P Global issuer credit rating is B+, our issue-level rating on our Revolving Loan Facility and $790 million 8.125% senior secured notes due 2029 is BB, our issue-level rating on our other senior secured notes is BB- and our senior unsecured rating is B.
+Added: Our Moody’s long-term issuer rating is B1 and our senior unsecured rating is B3.
+Added: Our S&P Global issuer credit rating is B+, our issue-level rating on our Revolving Loan Facility is BB and our senior unsecured rating is B+.
If our credit ratings were to be downgraded as has occurred in the past, or general market conditions were to ascribe higher risk to our rating levels, our industry, or us, our access to capital and the cost of any debt or equity financing will be negatively impacted.
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However, there is no guarantee that debt or equity financings will be available in the future to fund our obligations or that they will be available on terms consistent with our expectations.
−Removed: As of June 30, 2025, we had advance ticket sales of $4.0 billion, including the long-term portion.
−Removed: We also have agreements with our credit card processors that, as of June 30, 2025, governed approximately $3.6 billion in advance ticket sales that had been received by the Company relating to future voyages.
+Added: As of September 30, 2025, we had advance ticket sales of $3.3 billion, including the long-term portion.
+Added: We also have agreements with our credit card processors that, as of September 30, 2025, governed approximately $2.9 billion in advance ticket sales that had been received by the Company relating to future voyages.
These agreements allow the credit card processors to require under certain circumstances, including the existence of a material adverse change, excessive chargebacks and other triggering events, that the Company maintain a reserve which would be satisfied by posting collateral.
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Sources and Uses of Cash
−Removed: In this section, references to “2025” refer to the six months ended June 30, 2025 and references to “2024” refer to the six months ended June 30, 2024.
+Added: In this section, references to “2025” refer to the nine months ended September 30, 2025 and references to “2024” refer to the nine months ended September 30, 2024.
Net cash provided by operating activities was $1.6 billion in 2025 and $1.7 billion in 2024.
−Removed: The net cash provided by operating activities included net income (losses) and timing differences in cash receipts and payments relating to operating assets and liabilities.
+Added: The net cash provided by operating activities included net income and timing differences in cash receipts and payments relating to operating assets and liabilities.
Advance ticket sales increased by $13.9 million in 2025 and by $90.9 million in 2024.
Net cash used in investing activities was $2.8 billion in 2025 and $985.7 million in 2024.
−Removed: The net cash used in investing activities was primarily related to the delivery of Norwegian Aqua in 2025.
+Added: The net cash used in investing activities was primarily related to the delivery of Norwegian Aqua and Oceania Allura in 2025.
The net cash used in investing activities was primarily related to newbuild payments and ship improvements in 2024.
−Removed: Net cash provided by financing activities was $467.2 million in 2025 primarily due to newbuild loans related to the delivery of Norwegian Aqua partially offset by payments on our Revolving Loan Facility and other newbuild loan facilities.
−Removed: Net cash used in financing activities was $665.5 million in 2024 primarily due to repayments of newbuild loans and our 9.75% senior secured notes due 2028 partially offset by the proceeds from newbuild loan facilities.
+Added: Net cash provided by financing activities was $1.2 billion in 2025 primarily due to newbuild loans related to the delivery of Norwegian Aqua and Oceania Allura, net receipts from our Revolving Loan Facility and the impact of various note refinancings.
+Added: Net cash used in financing activities was $734.8 million in 2024 primarily due to repayments of newbuild loans, our 9.75% senior secured notes due 2028 and a portion of the 3.625% senior unsecured notes due 2024 partially offset by the proceeds from newbuild loan facilities and the 6.250% senior unsecured notes due 2030.
Future Capital Commitments
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Anticipated expenditures related to ship construction contracts and growth, which includes private island developments and enhancements and other strategic growth initiatives, were $0.4 billion for the remainder of 2025 and $2.7 billion for the years ending December 31, 2026 and 2027.
−Removed: The Company has export credit financing in place for the anticipated expenditures related to ship construction contracts of $0.7 billion for the remainder of 2025 and $1.6 billion and $2.0 billion for the years ending December 31, 2026 and 2027, respectively.
+Added: The Company has export credit financing in place for the anticipated expenditures related to ship construction contracts of $49.5 million for the remainder of 2025 and $1.6 billion and $2.0 billion for the years ending December 31, 2026 and 2027, respectively.
Anticipated other non-newbuild capital expenditures for the remainder of 2025 are approximately $0.1 billion.
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(3) We have obtained export credit financing which is expected to fund approximately 80% of the contract price of each ship as well as related financing premiums, subject to certain conditions.
−Removed: The combined contract prices, including amendments and change orders, of the 13 ships on order for delivery (which excludes Oceania Allura and includes the two additional Sonata Class Ships on order for delivery as of July 2025) was approximately €18.4 billion, or $21.7 billion based on the euro/U.S.
−Removed: dollar exchange rate as of June 30, 2025.
+Added: The combined contract prices, including amendments and change orders, of the 13 ships on order for delivery was approximately €18.4 billion, or $21.6 billion based on the euro/U.S.
+Added: dollar exchange rate as of September 30, 2025.
We do not anticipate any contractual breaches or cancellations to occur.
However, if any such events were to occur, it could result in, among other things, the forfeiture of prior deposits or payments made by us and potential claims and impairment losses which may materially impact our business, financial condition and results of operations.
−Removed: Capitalized interest for the three months ended June 30, 2025 and 2024 was $21.4 million and $13.2 million, respectively, and for the six months ended June 30, 2025 and 2024 was $43.9 million and $23.3 million, respectively, primarily associated with the construction of our newbuild ships.
+Added: Capitalized interest for the three months ended September 30, 2025 and 2024 was $21.6 million and $17.2 million, respectively, and for the nine months ended September 30, 2025 and 2024 was $65.5 million and $40.5 million, respectively, primarily associated with the construction of our newbuild ships.
Material Cash Requirements
−Removed: As of June 30, 2025, our material cash requirements for debt and ship construction (which excludes the two Sonata Class Ships on order for Oceania Cruises that we previously had the option to cancel as of June 30, 2025) were as follows (in thousands):
+Added: As of September 30, 2025, our material cash requirements for debt and ship construction were as follows (in thousands):
Long-term debt (1)
Ship construction contracts (2)
−Removed: (1) Includes principal as well as estimated interest payments with Term SOFR held constant as of June 30, 2025.
−Removed: Includes exchangeable notes which can be settled in NCLH ordinary shares.
+Added: (1) Includes principal as well as estimated interest payments with Term SOFR held constant as of September 30, 2025.
+Added: Includes exchangeable notes, portions of which can be settled in NCLH ordinary shares.
Excludes the impact of any future possible refinancings and undrawn export-credit backed facilities.
−Removed: Subsequent to June 30, 2025, substantially all of the remaining holders of the 2025 Exchangeable Notes exchanged their notes for NCLH ordinary shares.
−Removed: See Note 7 – “Long-Term Debt” for further information.
(2) Ship construction contracts are for our newbuild ships based on the euro/U.S.
−Removed: dollar exchange rate as of June 30, 2025.
+Added: dollar exchange rate as of September 30, 2025.
We currently have committed undrawn export-credit backed facilities of approximately $12.3 billion which funds approximately 80% of our ship construction contracts, with the exception of the two Sonata Class Ships on order for Oceania Cruises with currently scheduled delivery in 2032 and 2035 and the two additional ships on order for Norwegian Cruise Line with currently scheduled delivery in 2034 and 2036.
−Removed: Subsequent to June 30, 2025, we confirmed that we will not exercise the options to cancel the orders for the last two Sonata Class Ships and reset certain ship delivery dates.
−Removed: The table below reflects these changes on our material cash requirements (in thousands):
−Removed: Ship construction contracts
Funding Sources
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The net book value of our ships pledged as collateral for certain of our debt is approximately $14 billion.
−Removed: We believe we were in compliance with our covenants as of June 30, 2025.
+Added: We believe we were in compliance with our covenants as of September 30, 2025.
In addition, our existing debt agreements restrict, and any of our future debt arrangements may restrict, among other things, the ability of our subsidiaries, including NCLC, to make distributions and/or pay dividends to NCLH and NCLH’s ability to pay cash dividends to its shareholders.
9 unchanged sentences
Additionally, we consider opportunities for the sale of ships and long-term charters with purchase options.
−Removed: For example, the Company recently executed long-term charter agreements, each inclusive of purchase options, for Norwegian Sky and Seven Seas Navigator beginning in 2026 and Norwegian Sun and Insignia beginning in 2027.
+Added: For example, the Company recently executed long-term charter agreements, each inclusive of purchase options, for Norwegian Sky beginning in 2026 and Norwegian Sun beginning in 2027.
We are currently contemplating additional long-term charters with a purchase option for a nominal value at the end of the lease period.
1 unchanged sentence
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.