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					​	Six Months Ended
​	​	June 30,					​	June 30,
​	​ ​ ​	2026		​ ​ ​	2025		​ ​ ​	2026		​ ​ ​	2025
Revenue		​	​		​	​		​	​		​	​
Passenger ticket	​	$	1,729,838	​	$	1,708,985	​	$	3,272,159	​	$	3,127,669
Onboard and other	​		910,706	​		808,512	​		1,699,606	​		1,517,381
Total revenue	​		2,640,544	​		2,517,497	​		4,971,765	​		4,645,050
Cruise operating expense	​		​	​		​	​		​	​		​
Commissions, transportation and other	​		484,668	​		487,835	​		882,273	​		883,178
Onboard and other	​		191,446	​		187,684	​		343,314	​		326,542
Payroll and related	​		394,573	​		346,133	​		774,789	​		680,637
Fuel	​		219,384	​		157,377	​		388,310	​		332,391
Food	​		87,322	​		81,323	​		168,004	​		156,911
Other	​		209,415	​		196,495	​		407,999	​		381,126
Total cruise operating expense	​		1,586,808	​		1,456,847	​		2,964,689	​		2,760,785
Other operating expense	​		​	​		​	​		​	​		​
Marketing, general and administrative	​		419,204	​		393,054	​		878,885	​		784,430
Depreciation and amortization	​		271,205	​		243,760	​		531,921	​		475,057
Total other operating expense	​		690,409	​		636,814	​		1,410,806	​		1,259,487
Operating income	​		363,327	​		423,836	​		596,270	​		624,778
Non-operating income (expense)	​		​	​		​	​		​	​		​
Interest expense, net	​		(170,887)	​		(236,782)	​		(336,874)	​		(454,654)
Other income (expense), net	​		33,517	​		(156,425)	​		74,220	​		(180,930)
Total non-operating income (expense)	​		(137,370)	​		(393,207)	​		(262,654)	​		(635,584)
Net income (loss) before income taxes	​		225,957	​		30,629	​		333,616	​		(10,806)
Income tax benefit (expense)	​		(3,404)	​		(637)	​		(6,397)	​		503
Net income (loss)	​	$	222,553	​	$	29,992	​	$	327,219	​	$	(10,303)
Weighted-average shares outstanding	​		​	​		​	​		​	​		​
Basic	​		459,133,954	​		446,586,784	​		457,901,116	​		443,882,011
Diluted	​		463,932,441	​		448,033,138	​		465,388,927	​		443,882,011
Earnings (loss) per share	​		​	​		​	​		​	​		​
Basic	​	$	0.48	​	$	0.07	​	$	0.71	​	$	(0.02)
Diluted	​	$	0.48	​	$	0.07	​	$	0.71	​	$	(0.02)

​

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

​

Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Comprehensive Income

(Unaudited)

(in thousands)

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	Six Months Ended
​	​	June 30,					​	June 30,
​	​ ​ ​	2026		​ ​ ​	2025		​ ​ ​	2026		​ ​ ​	2025
Net income (loss)	​	$	222,553	​	$	29,992	​	$	327,219	​	$	(10,303)
Other comprehensive income (loss):	​		​	​		​	​		​	​		​
Shipboard Retirement Plan	​		42	​		16	​		85	​		32
Cash flow hedges:	​		​	​		​	​		​	​		​
Net unrealized gain (loss)	​		(69,193)	​		22,076	​		55,946	​		52,901
Amount realized and reclassified into earnings	​		(34,649)	​		11,044	​		(36,238)	​		15,117
Total other comprehensive income (loss)	​		(103,800)	​		33,136	​		19,793	​		68,050
Total comprehensive income	​	$	118,753	​	$	63,128	​	$	347,012	​	$	57,747

​

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)

​	​	​	​	​	​	​
​	​	June 30,		​	December 31,
​	​ ​ ​	2026		​ ​ ​	2025
Assets		​	​		​	​
Current assets:		​	​		​	​
Cash and cash equivalents	​	$	218,100	​	$	209,893
Accounts receivable, net	​		276,958	​		291,659
Inventories	​		161,296	​		138,181
Prepaid expenses and other assets	​		609,704	​		498,808
Total current assets	​		1,266,058	​		1,138,541
Property and equipment, net	​		20,437,529	​		19,068,807
Goodwill	​		135,764	​		135,764
Trade names	​		500,525	​		500,525
Other long-term assets	​		1,671,834	​		1,697,764
Total assets	​	$	24,011,710	​	$	22,541,401
Liabilities and shareholders’ equity	​		​	​		​
Current liabilities:	​		​	​		​
Current portion of long-term debt	​	$	1,141,370	​	$	875,899
Accounts payable	​		233,063	​		169,655
Accrued expenses and other liabilities	​		1,295,295	​		1,206,430
Advance ticket sales	​		3,651,201	​		3,200,593
Total current liabilities	​		6,320,929	​		5,452,577
Long-term debt	​		13,893,415	​		13,730,277
Other long-term liabilities	​		1,224,500	​		1,148,659
Total liabilities	​		21,438,844	​		20,331,513
Commitments and contingencies (Note 10)	​		​	​		​
Shareholders’ equity:	​		​	​		​
Ordinary shares, $0.001 par value; 980,000,000 shares authorized; 459,158,514 shares issued and outstanding at June 30, 2026 and 455,257,489 shares issued and outstanding at December 31, 2025	​		459	​		455
Additional paid-in capital	​		8,243,394	​		8,227,432
Accumulated other comprehensive income (loss)	​		(431,572)	​		(451,365)
Accumulated deficit	​		(5,239,415)	​		(5,566,634)
Total shareholders’ equity	​		2,572,866	​		2,209,888
Total liabilities and shareholders’ equity	​	$	24,011,710	​	$	22,541,401

​

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)

​	​	​	​	​	​	​
​	​	Six Months Ended
​	​	June 30,
​	​ ​ ​	2026		​ ​ ​	2025
Cash flows from operating activities		​	​		​	​
Net income (loss)	​	$	327,219	​	$	(10,303)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:	​		​	​		​
Depreciation and amortization expense	​	​	575,435	​		514,972
Loss on extinguishment of debt	​		—	​		117,938
Share-based compensation expense	​		46,099	​		46,180
Net foreign currency adjustments on euro-denominated debt	​		(70,298)	​		137,922
Other, net	​	​	13,600	​	​	254
Changes in operating assets and liabilities:	​		​	​		​
Accounts receivable, net	​		9,550	​		(46,754)
Inventories	​		(26,749)	​		(11,319)
Prepaid expenses and other assets	​		(83,481)	​		(89,441)
Accounts payable	​		50,741	​		12,415
Accrued expenses and other liabilities	​		89,925	​		14,073
Advance ticket sales	​		481,997	​		708,135
Net cash provided by operating activities	​		1,414,038	​		1,394,072
Cash flows from investing activities	​		​	​		​
Additions to property and equipment, net	​		(1,894,361)	​		(1,858,861)
Other, net	​	​	(4,226)	​	​	(9,201)
Net cash used in investing activities	​		(1,898,587)	​		(1,868,062)
Cash flows from financing activities	​		​	​		​
Repayments of long-term debt	​		(1,212,597)	​		(3,866,296)
Proceeds from long-term debt	​		1,755,848	​		4,452,990
Common share issuance proceeds, net	​	​	—	​	​	63,996
Net share settlement of restricted share units	​		(30,122)	​		(23,805)
Early redemption premium	​		—	​		(106,108)
Deferred financing fees and other	​		(20,373)	​		(53,537)
Net cash provided by financing activities	​		492,756	​		467,240
Net increase (decrease) in cash and cash equivalents	​		8,207	​		(6,750)
Cash and cash equivalents at beginning of period	​		209,893	​		190,765
Cash and cash equivalents at end of period	​	$	218,100	​	$	184,015

​

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 June 30, 2026
​	​	​	​	​	​	​	​	Accumulated		​	​	​	​	​	​
​	​	​	​	​	Additional		​	Other		​	​		​	Total
​	​	Ordinary		​	Paid-in		​	Comprehensive		​	Accumulated		​	Shareholders’
​	​	Shares		​ ​ ​	Capital		​ ​ ​	Income (Loss)		​ ​ ​	Deficit		​ ​ ​	Equity
Balance, March 31, 2026		$	459	​	$	8,220,727	​	$	(327,772)	​	$	(5,461,968)	​	$	2,431,446
Share-based compensation		​	—	​	​	22,734	​	​	—	​	​	—	​	​	22,734
Net share settlement of restricted share units		​	—	​	​	(67)	​	​	—	​	​	—	​	​	(67)
Other comprehensive loss, net		​	—	​	​	—	​	​	(103,800)	​	​	—	​	​	(103,800)
Net income		​	—	​	​	—	​	​	—	​	​	222,553	​	​	222,553
Balance, June 30, 2026	​	$	459	​	$	8,243,394	​	$	(431,572)	​	$	(5,239,415)	​	$	2,572,866
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Six Months Ended June 30, 2026
​	​	​	​	​	​	​	​	Accumulated		​	​	​	​	​	​
​	​	​	​	​	Additional		​	Other		​	​		​	Total
​	​	Ordinary		​	Paid-in		​	Comprehensive		​	Accumulated		​	Shareholders’
​	​ ​ ​	Shares		​ ​ ​	Capital		​ ​ ​	Income (Loss)		​ ​ ​	Deficit		​ ​ ​	Equity
Balance, December 31, 2025		$	455	​	$	8,227,432	​	$	(451,365)	​	$	(5,566,634)	​	$	2,209,888
Share-based compensation		​	—		​	46,099		​	—		​	—		​	46,099
Issuance of shares under employee-related plans		​	4		​	(4)		​	—		​	—		​	—
Net share settlement of restricted share units		​	—		​	(30,122)		​	—		​	—		​	(30,122)
Other	​	​	—	​	​	(11)	​	​	—	​	​	—	​	​	(11)
Other comprehensive income, net		​	—		​	—		​	19,793		​	—		​	19,793
Net income		​	—		​	—		​	—		​	327,219		​	327,219
Balance, June 30, 2026	​	$	459	​	$	8,243,394	​	$	(431,572)	​	$	(5,239,415)	​	$	2,572,866

​

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

​

Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Changes in Shareholders’ Equity - Continued

(Unaudited)

(in thousands)

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended June 30, 2025
​	​	​	​	​	​	​	​	Accumulated		​ ​ ​	​	​	​ ​ ​	​	​
​	​	​	​	​	Additional		​	Other		​	​		​	Total
​	​	Ordinary		​	Paid-in		​	Comprehensive		​	Accumulated		​	Shareholders’
​	​	Shares		​ ​ ​	Capital		​ ​ ​	Income (Loss)		​ ​ ​	Deficit		​ ​ ​	Equity
Balance, March 31, 2025		$	443	​	$	7,918,391	​	$	(472,125)	​	$	(6,030,175)	​	$	1,416,534
Share-based compensation		​	—		​	25,899		​	—		​	—		​	25,899
Common share issuance proceeds, net	​	​	4	​	​	63,992	​	​	—	​	​	—	​	​	63,996
Common share issuance for NCLC exchangeable notes	​	​	—	​	​	13	​	​	—	​	​	—	​	​	13
Other comprehensive income, net		​	—		​	—		​	33,136		​	—		​	33,136
Net income		​	—	​	​	—	​	​	—	​	​	29,992	​	​	29,992
Balance, June 30, 2025	​	$	447	​	$	8,008,295	​	$	(438,989)	​	$	(6,000,183)	​	$	1,569,570
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Six Months Ended June 30, 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		​	—		​	46,180		​	—		​	—		​	46,180
Issuance of shares under employee-related plans		​	3		​	(3)		​	—		​	—		​	—
Common share issuance proceeds, net		​	4	​	​	63,992	​	​	—	​	​	—	​	​	63,996
Common share issuance for NCLC exchangeable notes	​	​	—	​	​	13	​	​	—	​	​	—	​	​	13
Net share settlement of restricted share units		​	—		​	(23,805)		​	—		​	—		​	(23,805)
Other comprehensive income, net	​	​	—		​	—		​	68,050		​	—		​	68,050
Net loss		​	—	​	​	—	​	​	—	​	​	(10,303)	​	​	(10,303)
Balance, June 30, 2025	​	$	447	​	$	8,008,295	​	$	(438,989)	​	$	(6,000,183)	​	$	1,569,570

​

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, “dollar(s)” or “$” are to U.S. dollars 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 June 30, 2026, we had 35 ships with approximately 75,000 Berths. The Company has orders for 16 additional ships to be delivered from 2026 through 2037.

​

We have two Prima Class Ships on order with currently scheduled delivery dates in 2027 and 2028. We also have orders for three new classes of ships: five Sonata Class Ships with deliveries currently scheduled from 2027 through 2037, four Prestige Class Ships with deliveries currently scheduled from 2026 through 2036 and five Norwegian Cruise Line ships with deliveries currently scheduled from 2030 through 2037. The orders for the Prestige Class Ships to be delivered in 2033 and 2036 and the Sonata Class Ship and Norwegian Cruise Line ship each to be delivered in 2037 will be effective upon financing.

​

​

2. Summary of Significant Accounting Policies

Liquidity

As of June 30, 2026, we had liquidity of approximately $1.5 billion, including cash and cash equivalents of $218.1 million and $1.3 billion available under our Revolving Loan Facility. 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 extend the maturity dates associated with our existing indebtedness. If needed, we will seek to obtain relevant financial covenant amendments or waivers.

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, 2025, which are included in our most recent Annual Report on Form 10-K filed with the SEC on March 2, 2026.

Earnings Per Share

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

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

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	Six Months Ended
​	​	June 30,					​	June 30,
​	​ ​ ​	2026		​ ​ ​	2025		​ ​ ​	2026		​ ​ ​	2025
Net income (loss)	​	$	222,553	​	$	29,992	​	$	327,219	​	$	(10,303)
Effect of dilutive securities - exchangeable notes	​	​	624	​	​	—	​	​	1,576	​	​	—
Net income (loss) and assumed conversion of exchangeable notes - Diluted EPS	​	$	223,177	​	$	29,992	​	$	328,795	​	$	(10,303)
Basic weighted-average shares outstanding	​		459,133,954	​		446,586,784	​		457,901,116	​		443,882,011
Dilutive effect of share awards	​		719,333	​		1,446,354	​		2,254,619	​		—
Dilutive effect of exchangeable notes	​	​	4,079,154	​	​	—	​	​	5,233,192	​	​	—
Diluted weighted-average shares outstanding	​		463,932,441	​		448,033,138	​		465,388,927	​		443,882,011
Basic EPS	​	$	0.48	​	$	0.07	​	$	0.71	​	$	(0.02)
Diluted EPS	​	$	0.48	​	$	0.07	​	$	0.71	​	$	(0.02)

​

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. For the three and six months ended June 30, 2025, the 2025 Exchangeable Notes, 2027 1.125% Exchangeable Notes and 2027 2.5% Exchangeable Notes were anti-dilutive. For the 2030 0.875% Exchangeable Notes and 2030 0.750% Exchangeable Notes, we are required to settle the principal amount in cash and have the option to settle the conversion spread in cash or shares. If the conversion value of the 2030 0.875% Exchangeable Notes and 2030 0.750% Exchangeable Notes does not exceed their conversion price for a reporting period, then the shares underlying the notes will not be reflected in the Company’s calculation of diluted EPS. For the three and six months ended June 30, 2026 and 2025, the price of NCLH’s ordinary shares did not exceed the conversion price, and therefore, there was no impact to diluted EPS. Share awards are evaluated for a dilutive or anti-dilutive impact on EPS using the treasury stock method. For the three months ended June 30, 2026 and 2025, a total of 8.0 million and 59.3 million shares, respectively, and for the six months ended June 30, 2026 and 2025, a total of 4.0 million and 70.1 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

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					​	Six Months Ended
​	​	June 30,					​	June 30,
​	​ ​ ​	2026		​ ​ ​	2025		​ ​ ​	2026		​ ​ ​	2025
Total revenue	​	$	2,640,544	​	$	2,517,497	​	$	4,971,765	​	$	4,645,050
Cruise operating expense	​	​	​	​	​	​	​	​	​	​	​	​
Commissions, transportation and other	​	​	484,668	​	​	487,835	​	​	882,273	​	​	883,178
Onboard and other	​	​	191,446	​	​	187,684	​	​	343,314	​	​	326,542
Adjusted payroll and related (1)	​	​	388,374	​	​	340,173	​	​	762,753	​	​	669,300
Fuel	​	​	219,384	​	​	157,377	​	​	388,310	​	​	332,391
Food	​	​	87,322	​	​	81,323	​	​	168,004	​	​	156,911
Other	​	​	209,415	​	​	196,495	​	​	407,999	​	​	381,126
Adjusted total cruise operating expense	​	​	1,580,609	​	​	1,450,887	​	​	2,952,653	​	​	2,749,448
Other operating expense	​	​	​	​	​	​	​	​	​	​	​	​
Adjusted marketing, general and administrative (2)	​	​	394,420	​	​	372,563	​	​	820,700	​	​	748,482
Depreciation and amortization	​	​	271,205	​	​	243,760	​	​	531,921	​	​	475,057
Adjusted total other operating expense	​	​	665,625	​	​	616,323	​	​	1,352,621	​	​	1,223,539
Adjusted operating income	​	$	394,310	​	$	450,287	​	$	666,491	​	$	672,063
​	​	​	​	​	​	​	​	​	​	​	​	​
Adjusted operating income	​	$	394,310	​	$	450,287	​	$	666,491	​	$	672,063
Non-cash compensation, severance and professional advisory fees (3)	​	​	(30,983)	​	​	(26,451)	​	​	(70,221)	​	​	(47,285)
Interest expense, net	​	​	(170,887)	​	​	(236,782)	​	​	(336,874)	​	​	(454,654)
Other income (expense), net	​	​	33,517	​	​	(156,425)	​	​	74,220	​	​	(180,930)
Net income (loss) before income taxes	​	$	225,957	​	$	30,629	​	$	333,616	​	$	(10,806)

(1)	Excludes non-cash share-based compensation expenses related to equity awards for shipboard officers (see Note 9 – “Employee Benefits and Share-Based Compensation”) and non-cash deferred compensation expenses related to the Shipboard Retirement Plan as follows (in thousands):

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	Six Months Ended
​	​	June 30,					​	June 30,
​	​	2026		​ ​ ​	2025		​ ​ ​	2026		​ ​ ​	2025
Service cost	​	$	614	​	$	552	​	$	1,228	​	$	1,105

​

(2)	Excludes non-cash share-based compensation expenses related to equity awards for corporate employees (see Note 9 – “Employee Benefits and Share-Based Compensation”), professional advisory fees incurred related to activist investors and the cash portion of our restructuring costs related to certain employee terminations as follows (in thousands):

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	Six Months Ended
​	​	June 30,					​	June 30,
​	​	2026		​ ​ ​	2025		​ ​ ​	2026		​ ​ ​	2025
Professional advisory fees	​	$	175	​	$	—	​	$	5,242	​	$	—
Severance costs and other fees	​	​	7,460	​	​	—	​	​	17,652	​	​	—

​

(3)	Includes, in aggregate, the adjustments noted above.

​

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 a gain of $36.1 million and a loss of $158.5 million for the three months ended June 30, 2026 and 2025, respectively, and a gain of $74.8 million and a loss of $181.0 million for the six months ended June 30, 2026 and 2025, 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 statements 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 November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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.

​

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which removes the prescriptive software development stages and replaces them with a probable-to-complete recognition threshold. These changes also apply to website development costs. The amendments in this update are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The update may be applied using a prospective, modified or retrospective transition approach. We will evaluate the impact of ASU 2025-06 on our consolidated financial statements.

In November 2025, the FASB issued ASU No. 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements (“ASU 2025-09”), which updates the guidance to more closely align hedge accounting with the economics of an entity’s risk management activities. Among other things, ASU 2025-09 expands the hedged risks permitted to be aggregated in a group of individual forecasted transactions in a cash flow hedge by allowing similar risks instead of shared risks and expands hedge accounting for forecasted purchases of nonfinancial assets (for example, fuel) by permitting hedge accounting for eligible components of forecasted transactions and subcomponents of explicitly referenced components in an agreement’s pricing formula. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The update shall be applied on a prospective basis; however, upon adoption, entities are permitted to modify certain critical terms of certain existing hedging relationships without dedesignating the hedge. We are evaluating the impact of ASU 2025-09 on our consolidated financial statements.

In May 2026, the FASB issued ASU No. 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818) (“ASU 2026-02”), which establishes guidance for the accounting and disclosure of environmental credits. The amendments in this update are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The update must be applied on a retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings (accumulated deficit) as of the beginning of the annual reporting period of adoption. We will evaluate the impact of ASU 2026-02 on our 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					​	Six Months Ended
​	​	June 30,					​	June 30,
​	​ ​ ​	2026		​ ​ ​	2025		​ ​ ​	2026		​ ​ ​	2025
North America	​	$	1,552,908	​	$	1,290,919	​	$	3,319,159	​	$	2,737,647
Europe	​		815,032	​		963,830	​		846,973	​		1,037,080
Asia-Pacific	​		209,056	​		232,944	​		575,793	​		638,733
Other	​	​	63,548	​	​	29,804	​	​	229,840	​	​	231,590
Total revenue	​	$	2,640,544	​	$	2,517,497	​	$	4,971,765	​	$	4,645,050

​

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. Our revenue attributable to U.S.-sourced guests has approximated 84% 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 June 30, 2026 and December 31, 2025, our receivables from customers were $98.6 million and $102.3 million, respectively, primarily related to in-transit credit card receivables.

​

Our contract liabilities are included within advance ticket sales. As of June 30, 2026 and December 31, 2025, our contract liabilities were $2.8 billion and $2.3 billion, respectively. Of the amounts included within contract liabilities as of June 30, 2026, approximately 40% 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 six months ended June 30, 2026, $2.2 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	​ ​ ​	June 30, 2026			December 31, 2025
Operating leases		​		​	​	​	​	​
Right-of-use assets		Other long-term assets	​	$	1,101,765	​	$	1,089,709
Current operating lease liabilities		Accrued expenses and other liabilities	​	​	35,578	​	​	32,064
Non-current operating lease liabilities		Other long-term liabilities	​	​	908,456	​	​	897,899

​

​

Operating Leases - Lessor

In March 2026, we executed a long-term lease for Seven Seas Navigator. The lease will commence in December 2027 and has a term of nine years unless a purchase option is exercised prior to the end of the term. There are multiple purchase options through the end of the lease term, which decline in value annually. The lease is expected to be an operating lease. The aggregate undiscounted lease payments to be received throughout the terms of the agreements, including variable payments, are expected to be approximately $100 million excluding the impact of the purchase options.

​

5. Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) for the six months ended June 30, 2026 was as follows (in thousands):

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Six Months Ended June 30, 2026								​
​	​ ​ ​	​	​	​ ​ ​	​	​	​	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	​	$	(451,365)	​	$	(457,603)	​	$	6,238	​
Current period other comprehensive income before reclassifications	​		55,946	​		55,946	​		—	​
Amounts reclassified into earnings	​		(36,153)	​		(36,238)	(1)		85	(2)
Accumulated other comprehensive income (loss) at end of period	​	$	(431,572)	​	$	(437,895)	(3)	$	6,323	​

​

Accumulated other comprehensive income (loss) for the six months ended June 30, 2025 was as follows (in thousands):

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Six Months Ended June 30, 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			52,901			52,901	​		—
Amounts reclassified into earnings			15,149			15,117	(1)		32	(2)
Accumulated other comprehensive income (loss) at end of period		$	(438,989)		$	(446,225)	​	$	7,236

(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 $26.5 million of gains expected to be reclassified into earnings in the next 12 months.

​

**6.**Property and Equipment, Net

Property and equipment, net increased $1.4 billion for the six months ended June 30, 2026 primarily due to the delivery of Norwegian Luna.

7. Long-Term Debt

In March 2026, we took delivery of Norwegian Luna. 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 1.91% per annum with a maturity date of February 25, 2038. Principal and interest payments are payable semiannually.

Exchangeable Notes

The following is a summary of NCLC’s exchangeable notes as of June 30, 2026 (in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Unamortized		​	​	​	​	​	​	​	​
​	​	Principal		​	Deferred		​	Net Carrying		​	Fair Value
​	​ ​ ​	Amount		​ ​ ​	Financing Fees		​ ​ ​	Amount		​ ​ ​	Amount		​ ​ ​	Leveling
2027 1.125% Exchangeable Notes (1)	​	$	192,037	​	$	(626)	​	$	191,411	​	$	188,400	​	Level 2
2027 2.5% Exchangeable Notes (1)	​	​	24,138	​	​	(87)	​	​	24,051	​	​	23,854	​	Level 2
2030 0.875% Exchangeable Notes	​	​	353,876	​	​	(2,520)	​	​	351,356	​	​	371,191	​	Level 2
2030 0.750% Exchangeable Notes	​	​	1,407,000	​	​	(22,754)	​	​	1,384,246	​	​	1,304,753	​	Level 2

(1)	Classified within current portion of long-term debt as of June 30, 2026. Additionally, in May 2026, NCLC elected to irrevocably fix the settlement method to cash settlement for all exchanges of the 2027 1.125% Exchangeable Notes and 2027 2.5% Exchangeable Notes, pursuant to the applicable indentures.

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

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Unamortized		​	​	​	​	​	​	​	​
​	​	Principal		​	Deferred		​	Net Carrying		​	Fair Value
​	​ ​ ​	Amount		​ ​ ​	Financing Fees		​ ​ ​	Amount		​ ​ ​	Amount		​ ​ ​	Leveling
2027 1.125% Exchangeable Notes	​	$	192,037	​	$	(1,097)	​	$	190,940	​	$	190,988	​	Level 2
2027 2.5% Exchangeable Notes	​	​	24,138	​	​	(149)	​	​	23,989	​	​	24,285	​	Level 2
2030 0.875% Exchangeable Notes	​	​	353,876	​	​	(2,829)	​	​	351,047	​	​	387,692	​	Level 2
2030 0.750% Exchangeable Notes	​	​	1,407,000	​	​	(25,139)	​	​	1,381,861	​	​	1,354,111	​	Level 2

​

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

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	Six Months Ended
​	​	June 30,					​	June 30,
​	​	2026		​ ​ ​	2025		​	2026		​ ​ ​	2025
Coupon interest	​	$	4,103	​	$	8,567	​	$	8,148	​	$	20,805
Amortization of deferred financing fees	​	​	1,723	​	​	2,340	​	​	3,426	​	​	4,821
Total	​	$	5,826	​	$	10,907	​	$	11,574	​	$	25,626

​

As of June 30, 2026, the effective interest rate is 1.64%, 3.06%, 1.07% and 1.14% for the 2027 1.125% Exchangeable Notes, 2027 2.5% Exchangeable Notes, 2030 0.875% Exchangeable Notes and 2030 0.750% Exchangeable Notes, respectively.

​

Debt Repayments

The following are scheduled principal repayments on our long-term debt including exchangeable notes and finance lease obligations as of June 30, 2026 (in thousands):

​

​	​	​	​
Year	​ ​ ​	Amount
Remainder of 2026	​	$	477,842
2027	​		1,105,695
2028	​		1,340,922
2029	​		1,364,816
2030	​		3,949,587
2031	​	​	1,865,359
Thereafter	​		5,363,524
Total	​	$	15,467,745

​

Debt Covenants

As of June 30, 2026, 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 qualitative assessments 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, except when the hedged item is a contractually specified component, 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 June 30, 2026, we had fuel swaps designated as hedges, which are used to mitigate the financial impact of volatility of fuel prices pertaining to approximately 611 thousand metric tons of our projected fuel purchases, maturing through December 31, 2027.

As of June 30, 2026, we also had fuel swaps pertaining to approximately 30 thousand metric tons of our projected fuel purchases which were not designated as cash flow hedges maturing through October 31, 2027.

As of June 30, 2026, we had foreign currency forwards and collars designated as hedges, 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 these foreign currency contracts were €2.9 billion, or $3.3 billion based on the euro/U.S. dollar exchange rate as of June 30, 2026.

As of June 30, 2026, we also had foreign currency forwards not designated as hedges, which were used to mitigate the financial impact of volatility in foreign currency exchange rates related to principal and interest of debt denominated in euros. The notional amount of these foreign currency contracts were €391.4 million, or $447.1 million based on the euro/U.S. dollar exchange rate as of June 30, 2026.

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

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Assets					​	Liabilities
​	​	​	​	June 30,		​	December 31,		​	June 30,		​	December 31,
​	​ ​ ​	Balance Sheet Location	​ ​ ​	2026		​ ​ ​	2025		​ ​ ​	2026		​ ​ ​	2025
Derivative Contracts Designated as Hedging Instruments			​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Fuel contracts	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Prepaid expenses and other assets	​	$	43,032	​	$	—	​	$	716	​	$	—
​	​	Other long-term assets	​	​	9,088	​	​	—	​	​	1,385	​	​	—
​	​	Accrued expenses and other liabilities	​	​	—	​	​	116	​	​	—	​	​	16,302
​	​	Other long-term liabilities	​		1,789	​		—	​		2,527	​		7,829
Foreign currency contracts	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Prepaid expenses and other assets	​		8,292	​		33,307	​		—	​		—
​	​	Accrued expenses and other liabilities	​		—	​		—	​		36,642	​		2,434
​	​	Other long-term liabilities	​		—	​		—	​		11,270	​		—
Total derivatives designated as hedging instruments			​	$	62,201	​	$	33,423	​	$	52,540	​	$	26,565
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Derivative Contracts Not Designated as Hedging Instruments			​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Fuel contracts	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Prepaid expenses and other assets	​	$	3,531	​	$	—	​	$	—	​	$	—
​	​	Other long-term assets	​	​	46	​	​	—	​	​	—	​	​	—
​	​	Accrued expenses and other liabilities	​	​	—	​	​	—	​	​	—	​	​	1,024
​	​	Other long-term liabilities	​	​	22	​		—	​		—	​		114
Foreign currency contracts	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Other long-term assets	​		292	​		—	​		—	​		—
​	​	Accrued expenses and other liabilities	​	​	—	​	​	—	​	​	8,574	​	​	594
​	​	Other long-term liabilities	​		—	​		—	​		312	​		—
Total derivatives not designated as hedging instruments			​	$	3,891	​	$	—	​	$	8,886	​	$	1,732
Total derivatives	​	​	​	$	66,092	​	$	33,423	​	$	61,426	​	$	28,297

​

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 gross and net amounts recognized within assets and liabilities include the following (in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Gross		​	​	​	​	Gross		​	​	​
​	​	Gross		​	Amounts		​	Total Net		​	Amounts		​	​	​
June 30, 2026	​ ​ ​	Amounts		​ ​ ​	Offset		​ ​ ​	Amounts		​ ​ ​	Not Offset		​ ​ ​	Net Amounts
Assets	​	$	64,281	​	$	(2,101)	​	$	62,180	​	$	(8,584)	​	$	53,596
Liabilities	​	​	59,325	​	​	(1,811)	​	​	57,514	​	​	(56,798)	​	​	716

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Gross		​	​	​	​	Gross		​	​	​
​	​	Gross		​	Amounts		​	Total Net		​	Amounts		​	​	​
December 31, 2025	​ ​ ​	Amounts		​ ​ ​	Offset		​ ​ ​	Amounts		​ ​ ​	Not Offset		​ ​ ​	Net Amounts
Assets	​	$	33,307	​	$	—	​	$	33,307	​	$	(33,307)	​	$	—
Liabilities	​	​	28,297	​	​	(116)	​	​	28,181	​	​	(3,028)	​	​	25,153

​

The effects of cash flow hedge accounting on accumulated other comprehensive income (loss) include the following (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
​	​ ​ ​	June 30, 2026		​ ​ ​	June 30, 2025		​ ​ ​	​	​ ​ ​	June 30, 2026		​ ​ ​	June 30, 2025
Fuel contracts	​	$	(31,543)	​	$	(27,268)		Fuel	​	$	33,694	​	$	(6,147)
Fuel contracts	​	​	—	​	​	—	​	Other income (expense), net	​	​	5,096	​	​	(777)
Foreign currency contracts	​		(37,650)	​		49,344		Depreciation and amortization	​		(4,141)	​		(4,120)
Total gain (loss) recognized in other comprehensive income (loss)	​	$	(69,193)	​	$	22,076		​	​	$	34,649	​	$	(11,044)

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	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)
​	​	Six Months		​	Six Months		​	​	​	Six Months		​	Six Months
​	​	Ended		​	Ended		​	​	​	Ended		​	Ended
​	​ ​ ​	June 30, 2026		​ ​ ​	June 30, 2025		​	​	​ ​ ​	June 30, 2026		​ ​ ​	June 30, 2025
Fuel contracts		$	130,773	​	$	(16,596)	​	Fuel		$	38,701	​	$	(5,857)
Fuel contracts	​	​	—	​	​	—	​	Other income (expense), net	​	​	5,801	​	​	(1,021)
Foreign currency contracts			(74,827)	​		69,497	​	Depreciation and amortization			(8,264)	​		(8,239)
Total gain (loss) recognized in other comprehensive income (loss)		$	55,946	​	$	52,901	​	​		$	36,238	​	$	(15,117)

​

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended June 30, 2026								​	Three Months Ended June 30, 2025
​	​ ​ ​	​	​	​ ​ ​	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	​	$	219,384	​	$	271,205	​	$	33,517	​	$	157,377	​	$	243,760	​	$	(156,425)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income	​		​	​		​	​		​	​		​	​		​	​		​
Fuel contracts	​	​	33,694	​	​	—	​	​	—	​	​	(6,147)	​	​	—	​	​	—
Foreign currency contracts	​	​	—	​	​	(4,141)	​	​	—	​	​	—	​	​	(4,120)	​	​	—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Amount of loss reclassified from accumulated other comprehensive income (loss) into income as a result that a forecasted transaction is no longer probable of occurring	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Fuel contracts	​	​	—	​	​	—	​	​	5,096	​	​	—	​	​	—	​	​	(777)

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Six Months Ended June 30, 2026								​	Six Months Ended June 30, 2025
​	​	​	​	​	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	​	$	388,310	​	$	531,921	​	$	74,220	​	$	332,391	​	$	475,057	​	$	(180,930)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income		​	​		​	​		​	​		​	​		​	​	​		​
Fuel contracts		​	38,701		​	—		​	—		​	(5,857)		​	—	​	​	—
Foreign currency contracts		​	—	​	​	(8,264)		​	—		​	—		​	(8,239)	​	​	—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Amount of loss reclassified from accumulated other comprehensive income (loss) into income as a result that a forecasted transaction is no longer probable of occurring	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Fuel contracts	​	​	—	​	​	—	​	​	5,801	​	​	—	​	​	—	​	​	(1,021)

​

Long-Term Debt

As of June 30, 2026 and December 31, 2025, the fair value of our long-term debt, including the current portion, was $14.3 billion and $14.1 billion, respectively, which was $1.2 billion and $0.9 billion lower, respectively, 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 Share-Based Compensation

In January 2013, NCLH adopted the 2013 Performance Incentive Plan, which, after giving effect to amendments and restatements through 2025 (the “Restated 2013 Plan”), provided for a maximum aggregate limit of 48,009,006 shares that could have been delivered pursuant to all awards granted under the Restated 2013 Plan. In June 2026, NCLH’s shareholders approved a further amendment and restatement of the Restated 2013 Plan to increase the number of NCLH ordinary shares that may be delivered by 8,807,000, resulting in an increase in the maximum aggregate limit to 56,816,006 shares.

Restricted Share Unit Awards

In March 2026, NCLH granted 5.0 million time-based restricted share unit awards (“RSUs”) to our employees, which primarily vest in substantially equal installments over three years. Additionally, in March 2026, NCLH granted 1.3 million performance-based restricted share units (“PSUs”) to certain members of our management team, which vest upon the achievement of certain pre-established performance targets established through 2028 and the satisfaction of an additional time-based vesting requirement that generally requires continued employment through March 1, 2029.

In connection with Mr. Chidsey’s appointment as President and Chief Executive Officer, NCLH granted him a one-time inducement equity award consisting of 967,254 RSUs and 1,172,638 target market-based restricted share units (“MSUs”). The RSUs vest in substantially equal installments over four years. The MSUs are eligible to vest at the end of a four-year performance period based on NCLH’s absolute total shareholder return compound annual growth rate, with payout ranging from 0% to 200% of target. These awards were granted outside the Restated 2013 Plan and were approved by NCLH’s Compensation Committee in reliance on the employment inducement exemption under Section 303A.08 of the New York Stock Exchange’s Listed Company Manual.

The fair value of the MSUs is estimated using a Monte Carlo model due to the market condition. The below table summarizes the key inputs used in the Monte Carlo simulation:

​

​	​	​
Dividend yield		—%
Expected share price volatility		54.77%
Risk-free interest rate		3.96%
Expected term		3.77 years

​

Expected volatility was determined based on a blend of implied volatility and historical volatility of our share price over a period commensurate with the remaining term of the measurement period. The risk-free rate was based on U.S. Treasury zero coupon issues with a remaining term equal to the remaining term of the measurement period.

The following is a summary of restricted share unit activity for the six months ended June 30, 2026:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Number of	​	Weighted-		​	Number of	​	Weighted-		​	Number of	​	Weighted-
​	​	Time-Based	​	Average Grant		​	Performance-	​	Average Grant		​	Market-	​	Average Grant
​	​ ​ ​	Awards	​ ​ ​	Date Fair Value		​ ​ ​	Based Awards	​ ​ ​	Date Fair Value		​ ​ ​	Based Awards	​ ​ ​	Date Fair Value
Non-vested as of January 1, 2026		8,537,656	​	$	19.95		2,521,536	​	$	19.97		—	​	$	—
Granted		6,190,325	​	​	20.07	​	1,304,731	(1)	​	21.02	​	2,345,276	(1)	​	24.24
Vested		(4,550,524)	​	​	19.04	​	(579,244)	​	​	18.00		—	​	​	—
Forfeited or expired		(871,610)	​	​	20.38	​	(305,558)	​	​	18.36		—	​	​	—
Non-vested as of June 30, 2026		9,305,847	​	​	20.44		2,941,465	​	​	20.99		2,345,276	​	​	24.24

(1)	Number of PSUs and MSUs included assumes maximum achievement.

In February 2026, all 298,336 remaining outstanding share option awards with a weighted average exercise price of $50.12 expired and were forfeited.

​

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

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	Six Months Ended
​	​	June 30,					​	June 30,
​	​ ​ ​	2026		​ ​ ​	2025		​ ​ ​	2026		​ ​ ​	2025
Payroll and related expense	​	$	5,585	​	$	5,408	​	$	10,808	​	$	10,232
Marketing, general and administrative expense	​		17,149	​		20,491	​		35,291	​		35,948
Total share-based compensation expense	​	$	22,734	​	$	25,899	​	$	46,099	​	$	46,180

​

​

10. Commitments and Contingencies

​

Ship Construction Contracts

For the Norwegian brand, we have two Prima Class Ships on order, each at approximately 170,000 Gross Tons and 3,880 Berths, with currently scheduled delivery dates in 2027 and 2028. For the Norwegian brand, we also have an order for five additional ships, each at approximately 227,000 Gross Tons and 5,000 Berths, with currently scheduled delivery dates from 2030 through 2037. For the Oceania Cruises brand, we have an order for five Sonata Class Ships, each at approximately 86,000 Gross Tons and 1,390 Berths, with currently scheduled delivery dates from 2027 through 2037. For the Regent Seven Seas Cruises brand, we have an order for four Prestige Class Ships, each at approximately 77,000 Gross Tons and 822 Berths, with currently scheduled delivery dates from 2026 through 2036. The orders for the Prestige Class Ships to be delivered in 2033 and 2036 and the Sonata Class Ship and Norwegian Cruise Line ship each to be delivered in 2037 will be effective upon financing. The impacts of initiatives to improve environmental sustainability and modifications that NCLH plans to make to its newbuilds to improve their profitability and better space out the newbuilds, along with shipyard availability and/or other macroeconomic conditions and events, have resulted in us resetting delivery dates for certain expected ship deliveries. These and other impacts could result in additional delays in ship deliveries in the future, which may be prolonged.

​

As of June 30, 2026, the combined contract prices, including amendments and change orders, of the 12 ships on order that are effective were approximately €17.1 billion, or $19.5 billion based on the euro/U.S. dollar exchange rate as of June 30, 2026. For ships with effective orders, excluding 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, we currently 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. 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.

​

As of June 30, 2026, our minimum annual payments for non-cancelable ship construction contracts were as follows (in thousands):

​

​	​	​	​
Year	​ ​ ​	Amount
Remainder of 2026	​	$	1,004,238
2027	​	​	2,473,240
2028	​		1,467,973
2029	​		1,276,800
2030	​		3,238,843
2031	​		203,123
Thereafter	​		8,984,137
Total minimum annual payments	​	$	18,648,354

​

​

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. This matter has been resolved in its entirety, which includes the resolution and disposition of all investigations and related proceedings conducted by the attorneys general of all relevant jurisdictions.

​

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 October 22, 2024, the Eleventh Circuit reversed the trial court in the pending matter and dismissed the claim. On March 6, 2025, the plaintiff filed a Petition for Writ of Certiorari with the Supreme Court of the United States seeking to overturn the Eleventh Circuit’s dismissal of the matter. On October 3, 2025, the plaintiff’s Petition for Writ of Certiorari was granted by the Supreme Court of the United States, and oral argument took place on February 23, 2026. On May 21, 2026, the Supreme Court of the United States reversed the Eleventh Circuit’s dismissal of the matter, and, on June 22, 2026, it remanded the matter to the Eleventh Circuit for further proceedings. 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 the vast majority of advance ticket sales that are received by the Company relating to future voyages. These agreements allow the credit card processors to

require, under certain circumstances, 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. As of June 30, 2026, the Company was not required to maintain any reserve funds.

​

​

11. Other Income (Expense), Net

For the three and six months ended June 30, 2026, other income (expense), net was income of $33.5 million and $74.2 million, respectively, and for the three and six months ended June 30, 2025, other income (expense), net was expense of $156.4 million and $180.9 million, respectively, primarily due to net gains and losses on foreign currency remeasurements of our euro-denominated debt.

​

12. Supplemental Cash Flow Information

For the six months ended June 30, 2026 and 2025, we had non-cash investing activities consisting of changes in accruals related to property and equipment of $2.1 million and $44.7 million, respectively.

​

13. Subsequent Event

​

In July 2026, we entered into a memorandum of agreement for the sale of Oceania Sirena. The terms of the memorandum stipulate that the closing of the sale will take place during the three months ended September 30, 2026. In addition, a bareboat charter agreement is anticipated to be executed for the Oceania brand to continue operating the vessel through the spring of 2028.

​

​

​

​

​