Item 1. Financial Statements

Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Operations

(Unaudited)

(in thousands, except share and per share data)

​	​	​	​	​	​	​
​	​	Three Months Ended
​	​	March 31,
​		2025			2024
Revenue		​			​
Passenger ticket	​	$	1,418,684	​	$	1,459,814
Onboard and other	​		708,869	​		731,401
Total revenue	​		2,127,553	​		2,191,215
Cruise operating expense	​			​
Commissions, transportation and other	​		395,343	​		436,210
Onboard and other	​		138,858	​		132,036
Payroll and related	​		334,504	​		344,281
Fuel	​		175,014	​		197,734
Food	​		75,588	​		84,708
Other	​		184,631	​		192,454
Total cruise operating expense	​		1,303,938	​		1,387,423
Other operating expense	​			​
Marketing, general and administrative	​		391,376	​		362,469
Depreciation and amortization	​		231,297	​		222,929
Total other operating expense	​		622,673	​		585,398
Operating income	​		200,942	​		218,394
Non-operating income (expense)	​		​	​		​
Interest expense, net	​		(217,872)	​		(218,177)
Other income (expense), net	​		(24,505)	​		18,137
Total non-operating income (expense)	​		(242,377)	​		(200,040)
Net income (loss) before income taxes	​		(41,435)	​		18,354
Income tax benefit (expense)	​		1,140	​		(1,001)
Net income (loss)	​	$	(40,295)	​	$	17,353
Weighted-average shares outstanding	​			​
Basic	​		441,147,186	​		426,803,519
Diluted	​		441,147,186	​		431,019,206
Earnings (loss) per share	​			​
Basic	​	$	(0.09)	​	$	0.04
Diluted	​	$	(0.09)	​	$	0.04

​

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

​

Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

(in thousands)

​	​	​	​	​	​	​
​	​	Three Months Ended
​	​	March 31,
​		2025			2024
Net income (loss)	​	$	(40,295)	​	$	17,353
Other comprehensive income:	​			​
Shipboard Retirement Plan	​		16	​		95
Cash flow hedges:	​		​	​		​
Net unrealized gain	​		30,825	​		47,253
Amount realized and reclassified into earnings	​		4,073	​		(3,333)
Total other comprehensive income	​		34,914	​		44,015
Total comprehensive income (loss)	​	$	(5,381)	​	$	61,368

​

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

​

Norwegian Cruise Line Holdings Ltd.

Consolidated Balance Sheets

(Unaudited)

(in thousands, except share data)

​	​	​	​	​	​	​
​	​	March 31,		​	December 31,
​		2025			2024
Assets		​			​
Current assets:		​			​
Cash and cash equivalents	​	$	184,359	​	$	190,765
Accounts receivable, net	​		270,520	​		221,412
Inventories	​		155,712	​		149,718
Prepaid expenses and other assets	​		534,905	​		448,209
Total current assets	​		1,145,496	​		1,010,104
Property and equipment, net	​		18,112,831	​		16,810,650
Goodwill	​		135,764	​		135,764
Trade names	​		500,525	​		500,525
Other long-term assets	​		1,459,727	​		1,512,768
Total assets	​	$	21,354,343	​	$	19,969,811
Liabilities and shareholders’ equity	​			​
Current liabilities:	​			​
Current portion of long-term debt	​	$	1,121,941	​	$	1,323,769
Accounts payable	​		161,778	​		171,106
Accrued expenses and other liabilities	​		1,048,513	​		1,180,026
Advance ticket sales	​		3,762,256	​		3,105,964
Total current liabilities	​		6,094,488	​		5,780,865
Long-term debt	​		12,871,840	​		11,776,721
Other long-term liabilities	​		971,481	​		986,786
Total liabilities	​		19,937,809	​		18,544,372
Commitments and contingencies (Note 10)	​			​
Shareholders’ equity:	​			​
Ordinary shares, $0.001 par value; 980,000,000 shares authorized; 443,439,387 shares issued and outstanding at March 31, 2025 and 439,861,281 shares issued and outstanding at December 31, 2024	​		443	​		440
Additional paid-in capital	​		7,918,391	​		7,921,918
Accumulated other comprehensive income (loss)	​		(472,125)	​		(507,039)
Accumulated deficit	​		(6,030,175)	​		(5,989,880)
Total shareholders’ equity	​		1,416,534	​		1,425,439
Total liabilities and shareholders’ equity	​	$	21,354,343	​	$	19,969,811

​

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

​

Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

​	​	​	​	​	​	​
​	​	Three Months Ended
​	​	March 31,
​		2025			2024
Cash flows from operating activities		​			​
Net income (loss)	​	$	(40,295)	​	$	17,353
Adjustments to reconcile net income (loss) to net cash provided by operating activities:	​			​
Depreciation and amortization expense	​	​	250,535	​		245,092
(Gain) loss on derivatives	​	​	506	​	​	(1,125)
Loss on extinguishment of debt	​		49,529	​		29,000
Provision for bad debts and inventory obsolescence	​		833	​		1,532
Gain on involuntary conversion of assets	​	​	5	​	​	(2,846)
Share-based compensation expense	​		20,281	​		21,948
Net foreign currency adjustments on euro-denominated debt	​		16,013	​		(6,603)
Changes in operating assets and liabilities:	​		​	​		​
Accounts receivable, net	​		(50,220)	​		(4,052)
Inventories	​		(6,135)	​		(517)
Prepaid expenses and other assets	​		(75,976)	​		(83,414)
Accounts payable	​		10,700	​		29,987
Accrued expenses and other liabilities	​		(162,488)	​		(31,422)
Advance ticket sales	​		665,933	​		592,238
Net cash provided by operating activities	​		679,221	​		807,171
Cash flows from investing activities	​			​
Additions to property and equipment, net	​		(1,525,220)	​		(258,851)
Other	​	​	(7,022)	​	​	3,608
Net cash used in investing activities	​		(1,532,242)	​		(255,243)
Cash flows from financing activities	​			​
Repayments of long-term debt	​		(2,723,237)	​		(425,339)
Proceeds from long-term debt	​		3,679,114	​		92,406
Net share settlement of restricted share units	​		(23,805)	​		(22,032)
Early redemption premium	​		(38,379)	​		(19,163)
Deferred financing fees	​		(47,078)	​		(20,401)
Net cash provided by (used in) financing activities	​		846,615	​		(394,529)
Net increase (decrease) in cash and cash equivalents	​		(6,406)	​		157,399
Cash and cash equivalents at beginning of period	​		190,765	​		402,415
Cash and cash equivalents at end of period	​	$	184,359	​	$	559,814

​

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

​

Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Changes in Shareholders’ Equity

(Unaudited)

(in thousands)

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended March 31, 2025
​	​	​	​	​	​	​	​	Accumulated		​	​	​	​	​	​
​	​	​	​	​	Additional		​	Other		​	​		​	Total
​	​	Ordinary		​	Paid-in		​	Comprehensive		​	Accumulated		​	Shareholders’
​		Shares			Capital			Income (Loss)			Deficit			Equity
Balance, December 31, 2024		$	440	​	$	7,921,918	​	$	(507,039)	​	$	(5,989,880)	​	$	1,425,439
Share-based compensation		​	—		​	20,281		​	—		​	—		​	20,281
Issuance of shares under employee-related plans		​	3		​	(3)		​	—		​	—		​	—
Net share settlement of restricted share units		​	—		​	(23,805)		​	—		​	—		​	(23,805)
Other comprehensive income, net		​	—		​	—		​	34,914		​	—		​	34,914
Net loss		​	—		​	—		​	—		​	(40,295)		​	(40,295)
Balance, March 31, 2025	​	$	443	​	$	7,918,391	​	$	(472,125)	​	$	(6,030,175)	​	$	1,416,534

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended March 31, 2024
​		​	​	​	​	​	​	Accumulated			​	​		​	​
​	​	​	​	​	Additional		​	Other		​	​		​	Total
​	​	Ordinary		​	Paid-in		​	Comprehensive		​	Accumulated		​	Shareholders’
​		Shares			Capital			Income (Loss)			Deficit			Equity
Balance, December 31, 2023		$	425	​	$	7,708,957	​	$	(508,438)	​	$	(6,900,137)	​	$	300,807
Share-based compensation		​	—		​	21,948		​	—		​	—		​	21,948
Issuance of shares under employee-related plans		​	4		​	(4)		​	—		​	—		​	—
Net share settlement of restricted share units		​	—		​	(22,032)		​	—		​	—		​	(22,032)
Other comprehensive income, net	​	​	—		​	—		​	44,015		​	—		​	44,015
Net income		​	—	​	​	—	​	​	—	​	​	17,353	​	​	17,353
Balance, March 31, 2024	​	$	429	​	$	7,708,869	​	$	(464,423)	​	$	(6,882,784)	​	$	362,091

​

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

​

​

​

Norwegian Cruise Line Holdings Ltd.

Notes to Consolidated Financial Statements

(Unaudited)

Unless otherwise indicated or the context otherwise requires, references in this report to (i) the “Company,” “we,” “our” and “us” refer to NCLH (as defined below) and its subsidiaries, (ii) “NCLC” refers to NCL Corporation Ltd., (iii) “NCLH” refers to Norwegian Cruise Line Holdings Ltd., (iv) “Norwegian Cruise Line” or “Norwegian” refers to the Norwegian Cruise Line brand and its predecessors, (v) “Oceania Cruises” refers to the Oceania Cruises brand and (vi) “Regent” refers to the Regent Seven Seas Cruises brand.

References to the “U.S.” are to the United States of America and “dollar(s)” or “$” are to U.S. dollars, the “U.K.” are to the United Kingdom and “euro(s)” or “€” are to the official currency of the Eurozone. We refer you to “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Terminology” for the capitalized terms used and not otherwise defined throughout these notes to our consolidated financial statements.

1. Description of Business and Organization

We are a leading global cruise company which operates the Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises brands. As of March 31, 2025, we had 33 ships with approximately 70,050 Berths. The Company expects to add 12 additional ships to our fleet from 2025 through 2036.

We have three Prima Class Ships on order with currently scheduled delivery dates from 2026 through 2028. We have one Allura Class Ship on order for delivery in 2025. We also have orders for three new classes of ships: four Oceania Cruises ships with deliveries currently scheduled from 2027 through 2031, two Prestige Class Ships with deliveries currently scheduled in 2026 and 2029 and four Norwegian Cruise Line ships with deliveries currently scheduled from 2030 through 2036. We have the option to cancel the last two ships on order for Oceania Cruises currently scheduled for delivery in 2030 and 2031.

​

​

2. Summary of Significant Accounting Policies

Liquidity

As of March 31, 2025, we had liquidity of approximately $1.4 billion, including cash and cash equivalents of $184.4 million, $1.0 billion available under our Revolving Loan Facility and a €200 million commitment that can be used for future newbuild payments through July 2025. We believe that we have sufficient liquidity to fund our obligations and expect to remain in compliance with our financial covenants for at least the next twelve months from the issuance of these financial statements.

We will continue to pursue various opportunities to optimize our liquidity, refinance future debt maturities to reduce interest expense and/or to extend the maturity dates associated with our existing indebtedness and obtain relevant financial covenant amendments or waivers, if needed.

Basis of Presentation

The accompanying consolidated financial statements are unaudited and, in our opinion, contain all normal recurring adjustments necessary for a fair statement of the results for the periods presented.

Our operations are seasonal and results for interim periods are not necessarily indicative of the results for the entire fiscal year. Historically, demand for cruises has been strongest during the Northern Hemisphere’s summer months. The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2024, which are included in our most recent Annual Report on Form 10-K filed with the SEC on February 27, 2025.

Earnings Per Share

Basic earnings per share is computed by dividing net income by the basic weighted-average number of shares outstanding during each period. Diluted earnings per share is computed by dividing net income and assumed conversion of exchangeable notes by diluted weighted-average shares outstanding.

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

​	​	​	​	​	​	​
​	​	Three Months Ended
​	​	March 31,
​		2025			2024
Net income (loss)	​	$	(40,295)	​	$	17,353
Basic weighted-average shares outstanding	​		441,147,186	​		426,803,519
Dilutive effect of share awards	​		—	​		4,215,687
Diluted weighted-average shares outstanding	​		441,147,186	​		431,019,206
Basic EPS	​	$	(0.09)	​	$	0.04
Diluted EPS	​	$	(0.09)	​	$	0.04

​

Each exchangeable note (see Note 7 – “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. During the three months ended March 31, 2025 and 2024, each of the exchangeable notes were anti-dilutive. Share awards are evaluated for a dilutive or anti-dilutive impact on EPS using the treasury stock method. For the three months ended March 31, 2025 and 2024, a total of 79.6 million and 91.1 million shares, respectively, have been excluded from diluted weighted-average shares outstanding because the effect of including them would have been anti-dilutive.

Segment Reporting

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which aims to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 has been applied retrospectively.

​

The below table includes our calculation of adjusted operating income, our significant segment expenses therein, and a reconciliation of adjusted operating income to net income (loss) before income taxes (in thousands):

​	​	​	​	​	​	​
​	​	Three Months Ended
​	​	March 31,
​		2025			2024
Total revenue	​	$	2,127,553	​	$	2,191,215
Cruise operating expense	​	​	​	​	​	​
Commissions, transportation and other	​	​	395,343	​	​	436,210
Onboard and other	​	​	138,858	​	​	132,036
Adjusted payroll and related (1)	​	​	329,127	​	​	338,948
Fuel	​	​	175,014	​	​	197,734
Food	​	​	75,588	​	​	84,708
Other	​	​	184,631	​	​	192,454
Adjusted total cruise operating expense	​	​	1,298,561	​	​	1,382,090
Other operating expense	​	​	​	​	​	​
Adjusted marketing, general and administrative (2)	​	​	375,919	​	​	345,135
Depreciation and amortization	​	​	231,297	​	​	222,929
Adjusted total other operating expense	​	​	607,216	​	​	568,064
Adjusted operating income	​	$	221,776	​	$	241,061
​	​	​	​	​	​	​
Adjusted operating income	​	$	221,776	​	$	241,061
Non-cash compensation (3)	​	​	(20,834)	​	​	(22,667)
Interest expense, net	​	​	(217,872)	​	​	(218,177)
Other income (expense), net	​	​	(24,505)	​	​	18,137
Net income (loss) before income taxes	​	$	(41,435)	​	$	18,354

(1)	Excludes non-cash share-based compensation expenses related to equity awards for shipboard officers (see Note 9 – “Employee Benefits and Compensation Plans”) and non-cash deferred compensation expenses related to the crew pension plan as follows (in thousands):

​

​	​	​	​	​	​	​
​	​	Three Months Ended
​	​	March 31,
​		2025			2024
Service cost	​	$	553	​	$	719

​

(2)	Excludes non-cash share-based compensation expenses related to equity awards for corporate employees (see Note 9 – “Employee Benefits and Compensation Plans”).

(3)	Includes non-cash deferred compensation expenses related to the crew pension plan and non-cash share-based compensation expenses related to equity awards, which are included in payroll and related expense and marketing, general and administrative expense.

​

Foreign Currency

The majority of our transactions are settled in U.S. dollars. We remeasure assets and liabilities denominated in foreign currencies at exchange rates in effect at the balance sheet date. The resulting gains or losses are recognized in our consolidated statements of operations within other income (expense), net. We recognized losses of $22.5 million and gains of $13.3 million for the three months ended March 31, 2025 and 2024, respectively, related to remeasurement of assets and liabilities denominated in foreign currencies. Remeasurements of foreign currency related to operating activities are recognized within changes in operating assets and liabilities in the consolidated statement of cash flows.

​

Depreciation and Amortization Expense

The amortization of deferred financing fees is included in depreciation and amortization expense in the consolidated statements of cash flows; however, for purposes of the consolidated statements of operations they are included in interest expense, net.

Recently Issued Accounting Guidance

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information as well as certain other amendments to improve the effectiveness of income tax disclosures. The amendments in this update are effective for annual periods beginning after December 15, 2024 and will be applied on a prospective basis. We are evaluating the impact of ASU 2023-09 on our notes to the consolidated financial statements.

​

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disaggregation of certain costs and expenses, including employee compensation, and requires other improvements to disclosures. The amendments in this update are effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The update may be applied on a prospective or retrospective basis. We are evaluating the impact of ASU 2024-03 on our notes to the consolidated financial statements.

​

3. Revenue Recognition

Disaggregation of Revenue

Revenue and cash flows are affected by economic factors in various geographical regions. Revenues by destination were as follows (in thousands):

​

​	​	​	​	​	​	​
​	​	Three Months Ended
​	​	March 31,
​		2025			2024
North America	​	$	1,446,728	​	$	1,560,772
Europe	​		73,250	​		25,236
Asia-Pacific	​		405,789	​		397,002
Other	​	​	201,786	​	​	208,205
Total revenue	​	$	2,127,553	​	$	2,191,215

​

North America includes the U.S., the Caribbean, Canada and Mexico. Europe includes the Baltic region, Canary Islands and Mediterranean. Asia-Pacific includes Australia, New Zealand and Asia. Other includes all other international territories.

Geographic Concentration

Although we sell cruises on an international basis, our passenger ticket revenue is primarily attributed to U.S.-sourced guests who make reservations through the U.S. Revenue attributable to U.S.-sourced guests has approximated 84-85% of total revenue over the preceding three fiscal years. No other individual country’s revenues exceed 10% in any given period.

Contract Balances

Receivables from customers are included within accounts receivable, net. As of March 31, 2025 and December 31, 2024, our receivables from customers were $130.5 million and $114.2 million, respectively, primarily related to in-transit credit card receivables.

​

Our contract liabilities are included within advance ticket sales. As of March 31, 2025 and December 31, 2024, our contract liabilities were $2.8 billion and $2.2 billion, respectively. Of the amounts included within contract liabilities as of March 31, 2025, approximately 45% were refundable in accordance with our cancellation policies. Of the deposits included within advance ticket sales, the majority are refundable in accordance with our cancellation policies and it is uncertain to what extent guests may request refunds. For the three months ended March 31, 2025, $1.5 billion of revenue recognized was included in the contract liability balance at the beginning of the period.

​

​

​

4. Leases

Operating Leases - Lessee

​

Operating lease balances were as follows (in thousands):

​

​	​	​	​	​	​	​	​	​
​		Balance Sheet location		March 31, 2025			December 31, 2024
Operating leases				​		​	​
Right-of-use assets		Other long-term assets	​	$	892,207	​	$	899,091
Current operating lease liabilities		Accrued expenses and other liabilities	​	​	27,627	​	​	27,313
Non-current operating lease liabilities		Other long-term liabilities	​	​	782,120	​	​	788,669

​

​

Operating Leases - Lessor

In March and April 2025, we executed long-term leases for four of our ships. The leases for Norwegian Sky and Seven Seas Navigator will commence in 2026, and the leases for Norwegian Sun and Insignia will commence in 2027. Each lease has a term of 10 years and contains a nominal purchase option at the end of each lease term. These leases are expected to be operating leases. The aggregate undiscounted lease payments to be received throughout the terms of the agreements, including variable payments, are expected to be approximately $600 million.

​

5. Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) for the three months ended March 31, 2025 was as follows (in thousands):

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended March 31, 2025								​
​		​	​		​	​	​	Change		​
​	​	Accumulated		​	Change		​	Related to		​
​	​	Other		​	Related to		​	Shipboard		​
​	​	Comprehensive		​	Cash Flow		​	Retirement		​
​		Income (Loss)			Hedges		​	Plan		​
Accumulated other comprehensive income (loss) at beginning of period	​	$	(507,039)	​	$	(514,243)	​	$	7,204
Current period other comprehensive income before reclassifications	​		30,825	​		30,825			—
Amounts reclassified into earnings	​		4,089	​		4,073	(1)		16	(2)
Accumulated other comprehensive income (loss) at end of period	​	$	(472,125)	​	$	(479,345)	(3)	$	7,220

​

Accumulated other comprehensive income (loss) for the three months ended March 31, 2024 was as follows (in thousands):

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended March 31, 2024								​
​		​	​		​	​	​	Change
​	​	Accumulated		​	Change		​	Related to		​
​	​	Other		​	Related to		​	Shipboard		​
​	​	Comprehensive		​	Cash Flow		​	Retirement		​
​		Income (Loss)			Hedges		​	Plan		​
Accumulated other comprehensive income (loss) at beginning of period		$	(508,438)	​	$	(508,524)	​	$	86
Current period other comprehensive income before reclassifications			47,253			47,253			—
Amounts reclassified into earnings			(3,238)			(3,333)	(1)		95	(2)
Accumulated other comprehensive income (loss) at end of period		$	(464,423)		$	(464,604)	​	$	181

(1)	We refer you to Note 8 – “Fair Value Measurements and Derivatives” for the affected line items in the consolidated statements of operations.

(2)	Amortization of prior-service cost and actuarial loss reclassified to other income (expense), net.

(3)	Includes $24.2 million of losses expected to be reclassified into earnings in the next 12 months.

​

**6.**Property and Equipment, Net

Property and equipment, net increased $1.3 billion for the three months ended March 31, 2025 primarily due to the delivery of Norwegian Aqua.

7. Long-Term Debt

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.

Also in January 2025, NCLC issued $1.8 billion aggregate principal amount of 6.750% senior unsecured notes due February 1, 2032 (the “2032 Notes”). NCLC may, at its option, redeem the 2032 Notes, in whole or in part, (i) prior to February 1, 2028 (the “First Call Date”), at a redemption price equal to 100% of the principal amount of the 2032 Notes to be redeemed plus an applicable “make-whole” amount, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date, and (ii) on or after the First Call Date, at the redemption prices set forth in the 2032 Notes indenture, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date. In addition, at any time and from time to time prior to the First Call Date, NCLC may redeem up to 40% of the aggregate principal amount of the 2032 Notes with the net proceeds of certain equity offerings at a redemption price equal to 106.750% of the principal amount of the 2032 Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, so long as at least 60% of the aggregate principal amount of the 2032 Notes issued remains outstanding following such redemption. The 2032 Notes pay interest at 6.750% per annum, semiannually in arrears on February 1 and August 1 of each year, to holders of record at the close of business on the immediately preceding January 15 and July 15, respectively. The 2032 Notes indenture contains covenants that limit the ability of NCLC and its restricted subsidiaries to, among other things: (i) create liens on certain assets to secure debt; (ii) enter into sale leaseback transactions; and (iii) consolidate, merge, sell or otherwise dispose of all or substantially all of their assets.

The net proceeds from the issuance of the 2032 Notes, together with cash on hand, were used to redeem $1.2 billion aggregate principal amount of the 5.875% senior unsecured notes due 2026 and $600.0 million aggregate principal amount of the 8.375% senior secured notes due 2028, together with accrued and unpaid interest thereon, and to pay related transaction premiums, fees and expenses. The repayment of the 8.375% senior secured notes due 2028 also

released the related collateral. During the three months ended March 31, 2025, the related losses on extinguishment were approximately $49.5 million, which were recognized in interest expense, net.

Concurrently with the above January 2025 transactions, NCLC entered into an amended and restated Revolving Loan Facility (the “Seventh ARCA”). The Seventh ARCA, among other things, increased the aggregate amount of commitments under the Revolving Loan Facility from $1.2 billion to $1.7 billion. The commitments and any loans under the Revolving Loan Facility mature on January 22, 2030, provided that (a) if, on the date that is 91 days prior to the final maturity date of any of NCLC’s outstanding senior notes (other than the exchangeable notes), (i) such senior notes (other than the exchangeable notes) have not been repaid or refinanced with indebtedness maturing after April 23, 2030 and (ii) the aggregate principal amount outstanding under such senior notes exceeds $400,000,000, the maturity date will be such date if such date is earlier than January 22, 2030, (b) if, on November 17, 2026, the 2027 1.125% Exchangeable Notes have not been repaid or refinanced with indebtedness maturing after April 23, 2030 and a liquidity test is not satisfied, the maturity date will be November 17, 2026 and (c) if, on November 17, 2026, the 2027 2.5% Exchangeable Notes have not been repaid or refinanced with indebtedness maturing after April 23, 2030 and a liquidity test is not satisfied, the maturity date will be November 17, 2026. Loans under the Revolving Loan Facility will accrue interest (x) in the case of alternate base rate loans, at a per annum rate based on an alternate base rate plus a margin of between 0.00% and 1.00% and (y) in the case of term benchmark loans, at a per annum rate based on the adjusted term SOFR plus a margin of between 1.00% and 2.00%. The commitments under the Revolving Loan Facility will accrue an unused commitment fee on the amount of available unused commitments at a rate of between 0.15% and 0.30%. The applicable margin and unused commitment fee will depend on the total leverage ratio as of the applicable date.

The Seventh ARCA also modified certain existing negative covenant thresholds and the related collateral. The Seventh ARCA and related guarantees are now secured by first-priority interests in, among other things and subject to certain agreed security principles, ten of our vessels. In January 2025, NCLC also entered into a supplemental indenture that modified the collateral for the 8.125% senior secured notes due 2029 such that this collateral is the same as the Seventh ARCA.

In March 2025, we took delivery of Norwegian Aqua. We had export credit financing in place for 80% of the contract price. The associated €1.0 billion term loan bears interest at a fixed rate of 1.83% with a maturity date of February 23, 2037. Principal and interest payments are payable semiannually.

In April 2025, NCLC entered into individually negotiated note exchange agreements with certain existing holders (the “Holders”) of the 2025 Exchangeable Notes, pursuant to which NCLC and the Holders agreed to exchange (the “Exchange”) approximately $353.9 million in aggregate principal amount of the Holders’ 2025 Exchangeable Notes for (i) approximately $353.9 million in aggregate principal amount of NCLC’s newly issued 0.875% exchangeable senior notes due April 15, 2030 (the “2030 Exchangeable Notes”) and (ii) an aggregate cash payment (the “Cash Payment”) of approximately $64.0 million, plus accrued and unpaid interest on the 2025 Exchangeable Notes that was exchanged to, but excluding, the closing date of the Exchange. The Cash Payment was equal to the gross proceeds from the concurrent Equity Offering (as defined below) and represented the remainder of NCLC’s exchange obligation in excess of the aggregate principal amount of the 2025 Exchangeable Notes that were exchanged.

Additionally, in April 2025, the Company completed a registered direct offering of 3,358,098 ordinary shares to the Holders at a price of $19.06 per share (the “Equity Offering”). In connection with the Equity Offering, the Company entered into individually negotiated share purchase agreements with the Holders. The Company used the net proceeds from the Equity Offering, together with cash on hand, to make the Cash Payment.

The 2030 Exchangeable Notes are general senior unsecured obligations of NCLC and guaranteed by NCLH on a senior unsecured basis. Holders may exchange all or a portion of the 2030 Exchangeable Notes at the holder’s option (i) at any time prior to the close of business on the business day immediately preceding October 15, 2029, subject to the satisfaction of certain conditions and during certain periods, and (ii) on or after October 15, 2029 until the close of business on the business day immediately preceding the maturity date, regardless of whether such conditions have been met. Upon exchange of the 2030 Exchangeable Notes, NCLC will satisfy its exchange obligation by paying cash up to the aggregate principal amount of the 2030 Exchangeable Notes to be exchanged and paying or delivering, as the case may be, cash, ordinary shares or a combination of cash and ordinary shares, at NCLC’s election, in respect of the

remainder, if any, of NCLC’s exchange obligation in excess of the aggregate principal amount of the 2030 Notes to be exchanged. The initial exchange rate per $1,000 principal amount of 2030 Notes is 38.1570 ordinary shares, which is equivalent to an initial exchange price of approximately $26.21 per ordinary share, subject to adjustment in certain circumstances. The maximum exchange rate is 52.4658 and reflects potential adjustments to the initial exchange rate, which would only be made in the event of certain make-whole fundamental changes or tax redemption events. The exchange rate referred to above is also subject to adjustment for any stock split, stock dividend or similar transaction. The 2030 Exchangeable Notes pay interest at 0.875% per annum, semiannually on April 15 and October 15 of each year, to holders of record at the close of business on the immediately preceding April 1 and October 1, respectively.

Exchangeable Notes

The following is a summary of NCLC’s exchangeable notes as of March 31, 2025 (in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Unamortized		​	​	​	​	​	​	​	​
​	​	Principal		​	Deferred		​	Net Carrying		​	Fair Value
​		Amount			Financing Fees			Amount			Amount			Leveling
2025 Exchangeable Notes (1)	​	$	449,990	​	$	(907)	​	$	449,083	​	$	498,481	​	Level 2
2027 1.125% Exchangeable Notes	​	​	1,150,000	​	​	(10,931)	​	​	1,139,069	​	​	1,096,893	​	Level 2
2027 2.5% Exchangeable Notes	​	​	473,175	​	​	(4,844)	​	​	468,331	​	​	460,688	​	Level 2

The following is a summary of NCLC’s exchangeable notes as of December 31, 2024 (in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Unamortized		​	​	​	​	​	​	​	​
​	​	Principal		​	Deferred		​	Net Carrying		​	Fair Value
​		Amount			Financing Fees			Amount			Amount			Leveling
2025 Exchangeable Notes (1)	​	$	449,990	​	$	(1,463)	​	$	448,527	​	$	641,560	​	Level 2
2027 1.125% Exchangeable Notes	​	​	1,150,000	​	​	(12,289)	​	​	1,137,711	​	​	1,177,347	​	Level 2
2027 2.5% Exchangeable Notes	​	​	473,175	​	​	(5,411)	​	​	467,764	​	​	492,395	​	Level 2

(1)

Classified within current portion of long-term debt as of December 31, 2024. As of March 31, 2025, we reclassified $353.9 million to long-term debt as this portion was refinanced using proceeds from the 2030 Exchangeable Notes prior to issuance of this report and the remainder was classified within current portion of long-term debt. We expect that the remaining holders of the 2025 Exchangeable Notes will exchange their 2025 Exchangeable Notes for NCLH ordinary shares.

The following provides a summary of the interest expense of NCLC’s exchangeable notes (in thousands):

​	​	​	​	​	​	​
​	​	Three Months Ended
​	​	March 31,
​	​	2025			2024
Coupon interest	​	$	12,238	​	$	14,437
Amortization of deferred financing fees	​	​	2,481	​	​	2,903
Total	​	$	14,719	​	$	17,340

​

As of March 31, 2025, the effective interest rate is 5.97%, 1.64% and 3.06% for the 2025 Exchangeable Notes, 2027 1.125% Exchangeable Notes and 2027 2.5% Exchangeable Notes, respectively.

​

​

Debt Repayments

The following are scheduled principal repayments on our long-term debt including exchangeable notes, which can be settled in NCLH ordinary shares, and finance lease obligations as of March 31, 2025 (in thousands):

​

​	​	​	​
Year		Amount
Remainder of 2025 (1)	​	$	735,587
2026	​		1,036,013
2027	​		3,373,639
2028	​		1,197,638
2029	​		2,012,928
2030 (1)	​	​	1,878,674
Thereafter	​		4,126,917
Total	​	$	14,361,396

(1)	As a result of the Exchange, as of March 31, 2025, we reclassified $353.9 million from 2025 to 2030 consistent with the presentation in the accompanying consolidated balance sheet.

​

Debt Covenants

As of March 31, 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 our covenants. However, no assurances can be made that such amendments or waivers would be approved by our lenders. 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.

8. Fair Value Measurements and Derivatives

Fair value is defined as the price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability).

Derivatives are generally recorded at fair value. Contracts that are designated as normal purchases and normal sales are not recorded at fair value. The normal purchases and normal sales exception requires, among other things, physical delivery in quantities expected to be used or sold over a reasonable period in the normal course of business. All of our allowance purchase agreements related to the European Union’s Emissions Trading System meet the criteria specified for this exception.

Fair Value Hierarchy

The following hierarchy for inputs used in measuring fair value should maximize the use of observable inputs and minimize the use of unobservable inputs by requiring that the most observable inputs be used when available:

Level 1 Quoted prices in active markets for identical assets or liabilities that are accessible at the measurement dates.

Level 2 Significant other observable inputs that are used by market participants in pricing the asset or liability based on market data obtained from independent sources.

Level 3 Significant unobservable inputs we believe market participants would use in pricing the asset or liability based on the best information available.

Derivatives

We are exposed to market risk attributable to changes in interest rates, foreign currency exchange rates and fuel prices. We attempt to minimize these risks through a combination of our normal operating and financing activities and through the use of derivatives. We assess whether derivatives used in hedging transactions are “highly effective” in offsetting changes in the cash flow of our hedged forecasted transactions. We use critical terms match or regression analysis for hedge relationships and high effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the fair values of the derivative and the hedged forecasted transaction. Cash flows from the derivatives are classified in the same category as the cash flows from the underlying hedged transaction. If it is determined that the hedged forecasted transaction is no longer probable of occurring, then the amount recognized in accumulated other comprehensive income (loss) is released to earnings. There are no amounts excluded from the assessment of hedge effectiveness, and there are no credit-risk-related contingent features in our derivative agreements. We monitor concentrations of credit risk associated with financial and other institutions with which we conduct significant business. Credit risk, including but not limited to counterparty non-performance under derivatives, is not considered significant as we primarily conduct business with large, well-established financial institutions with which we have established relationships, and which have credit risks acceptable to us, or the credit risk is spread out among many creditors. We do not anticipate non-performance by any of our significant counterparties.

As of March 31, 2025, we had fuel swaps, which are used to mitigate the financial impact of volatility of fuel prices pertaining to approximately 994 thousand metric tons of our projected fuel purchases, maturing through December 31, 2027.

As of March 31, 2025, we had fuel swaps pertaining to approximately 47 thousand metric tons of our projected fuel purchases which were not designated as cash flow hedges maturing through February 28, 2026.

As of March 31, 2025, we had foreign currency forwards and collars which were used to mitigate the financial impact of volatility in foreign currency exchange rates related to our ship construction contracts denominated in euros. The notional amount of our foreign currency contracts were €709.9 million, or $767.8 million based on the euro/U.S. dollar exchange rate as of March 31, 2025.

The derivatives measured at fair value and the respective location in the consolidated balance sheets include the following (in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Assets					​	Liabilities
​	​	​	​	March 31,		​	December 31,		​	March 31,		​	December 31,
​		Balance Sheet Location		2025			2024			2025			2024
Derivative Contracts Designated as Hedging Instruments			​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Fuel contracts	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Prepaid expenses and other assets	​	$	3,153	​	$	1,576	​	$	1,483	​	$	1,798
​	​	Other long-term assets	​	​	6,171	​	​	650	​	​	72	​	​	208
​	​	Accrued expenses and other liabilities	​	​	1,419	​	​	488	​	​	11,472	​	​	12,955
​	​	Other long-term liabilities	​		873	​		648	​		1,203	​		2,030
Foreign currency contracts	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Prepaid expenses and other assets	​		709	​		—	​		—	​		—
​	​	Other long-term assets	​		720	​		—	​		—	​		—
​	​	Accrued expenses and other liabilities	​		—	​		—	​		—	​		1,567
​	​	Other long-term liabilities	​		—	​		—	​		271	​		17,427
Total derivatives designated as hedging instruments			​	$	13,045	​	$	3,362	​	$	14,501	​	$	35,985
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Derivative Contracts Not Designated as Hedging Instruments			​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Fuel contracts	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Prepaid expenses and other assets	​	$	239	​	$	234	​	$	—	​	$	—
​	​	Accrued expenses and other liabilities	​	​	89	​	​	—	​	​	1,025	​	​	390
​	​	Other long-term liabilities	​	​	—	​		—	​		—	​		35
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total derivatives not designated as hedging instruments			​	$	328	​	$	234	​	$	1,025	​	$	425
Total derivatives	​	​	​	$	13,373	​	$	3,596	​	$	15,526	​	$	36,410

​

The fair values of swap and forward contracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. The Company determines the value of options and collars utilizing an option pricing model based on inputs that are either readily available in public markets or can be derived from information available in publicly quoted markets. The option pricing model used by the Company is an industry standard model for valuing options and is used by the broker/dealer community. The inputs to this option pricing model are the option strike price, underlying price, risk-free rate of interest, time to expiration, and volatility. The fair value of option contracts considers both the intrinsic value and any remaining time value associated with those derivatives that have not yet settled. The Company also considers counterparty credit risk and its own credit risk in its determination of all estimated fair values.

Our derivatives and financial instruments were categorized as Level 2 in the fair value hierarchy, and we had no derivatives or financial instruments categorized as Level 1 or Level 3. Our derivative contracts include rights of offset with our counterparties. We have elected to net certain assets and liabilities within counterparties when the rights of offset exist. We are not required to post cash collateral related to our derivative instruments.

The following table discloses the gross and net amounts recognized within assets and liabilities (in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Gross		​	​	​	​	Gross		​	​	​
​	​	Gross		​	Amounts		​	Total Net		​	Amounts		​	​	​
March 31, 2025		Amounts			Offset			Amounts			Not Offset			Net Amounts
Assets	​	$	10,992	​	$	(1,555)	​	$	9,437	​	$	(1,429)	​	$	8,008
Liabilities	​	​	13,971	​	​	(2,381)	​	​	11,590	​	​	(271)	​	​	11,319

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Gross		​	​	​	​	Gross		​	​	​
​	​	Gross		​	Amounts		​	Total Net		​	Amounts		​	​	​
December 31, 2024		Amounts			Offset			Amounts			Not Offset			Net Amounts
Assets	​	$	2,460	​	$	(2,006)	​	$	454	​	$	—	​	$	454
Liabilities	​	​	34,404	​	​	(1,136)	​	​	33,268	​	​	(18,994)	​	​	14,274

​

The effects of cash flow hedge accounting on accumulated other comprehensive income (loss) were as follows (in thousands):

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	Location of Gain		​	​		​	​
​	​	​	​	​	​	​	​	(Loss) Reclassified	​	​	​	​	​	​
​	​	​	​	​	​	​	​	from Accumulated	​	Amount of Gain (Loss) Reclassified
​	​	Amount of Gain (Loss)					​	Other Comprehensive	​	from Accumulated Other
​	​	Recognized in Other					​	Income (Loss) into	​	Comprehensive Income
Derivatives		Comprehensive Loss						Income (Expense)		(Loss) into Income (Expense)
​	​	Three Months		​	Three Months		​	​	​	Three Months		​	Three Months
​	​	Ended		​	Ended		​	​	​	Ended		​	Ended
​		March 31, 2025			March 31, 2024		​	​		March 31, 2025			March 31, 2024
Fuel contracts		$	10,672	​	$	47,253	​	Fuel		$	290	​	$	6,577
Fuel contracts	​	​	—	​	​	—	​	Other income (expense), net	​	​	(244)	​	​	875
Foreign currency contracts			20,153	​		—	​	Depreciation and amortization			(4,119)	​		(4,119)
Total gain (loss) recognized in other comprehensive loss		$	30,825	​	$	47,253	​			$	(4,073)	​	$	3,333

​

​

The effects of cash flow hedge accounting on the consolidated statements of operations include the following (in thousands):

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended March 31, 2025								​	Three Months Ended March 31, 2024
​	​	​	​	​	Depreciation		​	​	​	​	​	​	​	Depreciation		​	​	​
​	​	​	​	​	and		​	Other Income		​	​	​	​	and		​	Other Income
​		Fuel			Amortization			(Expense), net			Fuel			Amortization			(Expense), net
Total amounts of income and expense line items presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded	​	$	175,014	​	$	231,297	​	$	(24,505)	​	$	197,734	​	$	222,929	​	$	18,137
​	​	​		​	​		​	​	​	​	​		​	​		​	​	​
Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income (expense)		​			​			​	​		​			​		​
Fuel contracts		​	290		​	—		​	—		​	6,577		​	—	​	​	—
Foreign currency contracts		​	—	​	​	(4,119)		​	—		​	—		​	(4,119)	​	​	—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income (expense) as a result that a forecasted transaction is no longer probable of occurring	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Fuel contracts	​	​	—	​	​	—	​	​	(244)	​	​	—	​	​	—	​	​	875

​

Long-Term Debt

As of March 31, 2025 and December 31, 2024, the fair value of our long-term debt, including the current portion, was $13.7 billion and $12.8 billion, respectively, which was $0.6 billion lower than the carrying values, excluding deferred financing costs. The difference between the fair value and carrying value of our long-term debt is due to our fixed and variable rate debt obligations carrying interest rates that are above or below market rates at the measurement dates. The fair value of our long-term revolving and term loan facilities was calculated based on estimated rates for the same or similar instruments with similar terms and remaining maturities. The fair value of our exchangeable notes considers observable risk-free rates; credit spreads of the same or similar instruments; and share prices, tenors, and historical and implied volatilities which are sourced from observable market data. The inputs are considered to be Level 2 in the fair value hierarchy. Market risk associated with our long-term variable rate debt is the potential increase in interest expense from an increase in interest rates or from an increase in share values.

Other

The carrying amounts reported in the consolidated balance sheets of all other financial assets and liabilities approximate fair value.

​

​

9. Employee Benefits and Compensation Plans

Restricted Share Unit Awards

In March 2025, NCLH granted 4.5 million time-based restricted share unit awards to our employees, which primarily vest in substantially equal installments over three years. Additionally, in March 2025, NCLH granted 1.1 million performance-based restricted share units to certain members of our management team, which vest upon the achievement

of certain pre-established performance targets established through 2027 and the satisfaction of an additional time-based vesting requirement that generally requires continued employment through March 1, 2028.

The following is a summary of restricted share unit activity for the three months ended March 31, 2025:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Number of	​	Weighted-		​	Number of	​	Weighted-
​	​	Time-Based	​	Average Grant		​	Performance-	​	Average Grant
​		Awards		Date Fair Value			Based Awards		Date Fair Value
Non-vested as of January 1, 2025		8,923,718	​	$	17.68		2,265,422	​	$	18.04
Granted		4,584,289	​	​	22.01	​	1,107,504	​	​	21.95
Vested		(4,248,668)	​	​	17.52	​	(376,068)	​	​	18.48
Forfeited or expired		(184,920)	​	​	18.15	​	(243,556)	​	​	17.04
Non-vested as of March 31, 2025		9,074,419	​	​	19.93		2,753,302	​	​	19.65

​

The compensation expense recognized for share-based compensation for the periods presented include the following (in thousands):

​	​	​	​	​	​	​
​	​	Three Months Ended
​	​	March 31,
​		2025			2024
Payroll and related expense	​	$	4,824	​	$	4,614
Marketing, general and administrative expense	​		15,457	​		17,334
Total share-based compensation expense	​	$	20,281	​	$	21,948

​

​

​

10. Commitments and Contingencies

​

Ship Construction Contracts

For the Norwegian brand, we have three Prima Class Ships on order, each ranging from approximately 156,000 to 169,000 Gross Tons with 3,550 to 3,850 Berths, with currently scheduled delivery dates from 2026 through 2028. For the Norwegian brand, we also have an order for four additional ships, each at approximately 225,000 Gross Tons and 5,150 Berths, with currently scheduled delivery dates from 2030 through 2036. For the Oceania Cruises brand, we have an order for one additional Allura Class Ship to be delivered in 2025, which will be approximately 68,000 Gross Tons and 1,200 Berths. For the Oceania Cruises brand, we also have an order for four additional ships (which includes two ships on order, which are currently scheduled for delivery in 2030 and 2031, that we have the option to cancel), each at approximately 86,000 Gross Tons and 1,450 Berths, with currently scheduled delivery dates from 2027 through 2031. For the Regent Seven Seas Cruises brand, we have an order for two Prestige Class Ships, each at approximately 77,000 Gross Tons and 850 Berths, with currently scheduled delivery dates in 2026 and 2029. The impacts of initiatives to improve environmental sustainability and modifications the Company plans to make to its newbuilds and/or other macroeconomic conditions and events have resulted in delays in expected ship deliveries. These and other impacts could result in additional delays in ship deliveries in the future, which may be prolonged.

​

The combined contract prices, including amendments and change orders, of the 12 ships on order for delivery as of March 31, 2025 (which excludes two ships on order for Oceania Cruises, which are currently scheduled for delivery in 2030 and 2031, that we have the option to cancel) was approximately €17.2 billion, or $18.6 billion based on the euro/U.S. dollar exchange rate as of March 31, 2025. If the two ships on order for Oceania Cruises are cancelled, there will be incremental corresponding adjustments to the purchase price of other applicable newbuilds not to exceed €51 million. For ships on order, excluding the two ships on order for Oceania Cruises that we have the option to cancel and the four additional ships on order for Norwegian Cruise Line with currently scheduled delivery from 2030 to 2036, 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. We do not anticipate any contractual breaches or cancellations to occur, except as noted above if we exercise our option to cancel. 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.

​

Our minimum annual payments for non-cancelable ship construction contracts, which exclude two contracts with options to cancel, are as follows (in thousands):

​

​	​	​	​
Year		Amount
Remainder of 2025	​	$	936,783
2026	​	​	2,232,872
2027	​		2,287,272
2028	​		2,113,863
2029	​		1,011,537
2030	​		2,304,909
Thereafter	​		6,879,169
Total minimum annual payments	​	$	17,766,405

​

The above presentation reflects the current delivery dates; however, certain delivery dates may be delayed at the option of the builder, which would result in additional fees.

​

Litigation

Investigations

​

In March 2020, the Florida Attorney General announced an investigation related to the Company’s marketing during the COVID-19 pandemic. Following the announcement of the investigation by the Florida Attorney General, we received notifications from other attorneys general and governmental agencies that they are conducting similar investigations. The Company is cooperating with these ongoing investigations, the outcomes of which cannot be predicted at this time.

​

Helms-Burton Act

On August 27, 2019, a lawsuit was filed against Norwegian Cruise Line Holdings Ltd. in the United States District Court for the Southern District of Florida under Title III of the Cuban Liberty and Solidarity (Libertad) Act of 1996, also known as the Helms-Burton Act. The complaint, filed by Havana Docks Corporation (the “Havana Docks Matter”), alleges it holds an interest in the Havana Cruise Port Terminal, which was expropriated by the Cuban Government. The complaint further alleges that the Company “trafficked” in the property by embarking and disembarking passengers at the facility, as well as profiting from the Cuban Government’s possession of the property. The plaintiff seeks all available statutory remedies, including the value of the expropriated property, plus interest, treble damages, attorneys’ fees and costs. After various motions challenging the sufficiency of plaintiff’s complaint were resolved and voluminous discovery was completed, both sides filed motions for summary judgment. On March 21, 2022, the court issued an order granting plaintiff’s motion for summary judgment on the issue of liability and denying the Company’s cross-motion for summary judgment. The court scheduled a trial on determination of damages only for November 2022. The plaintiff elected to seek what the court ruled to be its baseline statutory damage amount, which was the amount of the certified claim plus interest, trebled and with attorneys’ fees. Given this, there was no fact issue to be tried, and the matter was removed from the trial calendar. On December 30, 2022, the court entered a final judgment of approximately $112.9 million and, on January 23, 2023, the Company filed a notice of appeal from that judgment. On April 12, 2023, the Company posted a sufficient supersedeas bond with the court to prevent any efforts by the plaintiff to collect on the judgment pending the appeal. On June 30, 2023, the Company filed its opening appellate brief with the United States Court of Appeals for the Eleventh Circuit. On September 29, 2023, the plaintiff filed its answering brief responding to the Company’s opening brief in the Eleventh Circuit. On May 17, 2024, the Eleventh Circuit heard oral argument on the matter. On October 22, 2024, the Eleventh Circuit reversed the trial court in the pending matter and dismissed the claim. We believe that the likelihood of loss related to this matter is reasonably possible but not probable at this time; therefore, no liability has been recorded.

Other

In the normal course of our business, various other claims and lawsuits have been filed or are pending against us. Most of these claims and lawsuits are covered by insurance and, accordingly, the maximum amount of our liability is typically

limited to our deductible amount. Nonetheless, the ultimate outcome of these claims and lawsuits that are not covered by insurance cannot be determined at this time. We have evaluated our overall exposure with respect to all of our threatened and pending litigation and, to the extent required, we have accrued amounts for all estimable probable losses associated with our deemed exposure. We are currently unable to estimate any other potential losses beyond those accrued, as discovery is not complete nor is adequate information available to estimate such range of loss or potential recovery. However, based on our current knowledge, we do not believe that the aggregate amount or range of reasonably possible losses with respect to these matters will be material to our consolidated results of operations, financial condition or cash flows. We intend to vigorously defend our legal position on all claims and, to the extent necessary, seek recovery.

Other Contingencies

​

The Company also has agreements with its credit card processors that govern approximately $3.5 billion in advance ticket sales at March 31, 2025 that have 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. Although the agreements vary, these requirements may generally be satisfied either through a percentage of customer payments withheld or providing cash funds directly to the card processor. Any cash reserve or collateral requested could be increased or decreased. 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.

​

​

11. Other Income (Expense), Net

For the three months ended March 31, 2025, other income (expense), net consisted of expense of $24.5 million, and for the three months ended March 31, 2024, other income (expense), net consisted of income of $18.1 million primarily due to net gains and losses on foreign currency remeasurements.

​

12. Supplemental Cash Flow Information

For the three months ended March 31, 2025 and 2024, we had non-cash investing activities consisting of changes in accruals related to property and equipment of $4.0 million and $11.3 million, respectively.

​

​

​

​

​

​