Norwegian Cruise Line Holdings (NCLH) risk factors, FY2025 10-K

Norwegian Cruise Line Holdings's FY2025 10-K, filed Mar 02, 2026, lists 33 risk factors in 2 groups. Against the prior year's 31: 5 new, 3 dropped, 8 substantially reworded.

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Risk factors listed
332 groups
New this year
5vs 31 last year
Dropped
3since the prior 10-K
Substantially reworded
8of those kept
Section length
11k wordsItem 1A

What the changes say

  • Norwegian Cruise Line Holdings added risks regarding shareholder activism, cybersecurity, and upcoming EU maritime fuel regulations.

What changed since the prior 10-K

New

  • New

    immediately detect such incidents. Our failure to successfully prevent, mitigate or timely respond to such incidents could impair our ability to conduct business and damage our reputation

    Data security breaches involving personal information of guests or employees or payment card failures could cause regulatory penalties and disrupt operations.

  • New

    Fuel expense is a significant cost for our Company. Increases in fuel costs are expected as regulatory requirements take effect and alternative fuel demand outpaces infrastructure deployment, and our strategies may not fully offset these pressures

    EU Emissions Trading System and FuelEU Maritime regulations taking effect in 2025 will increase fuel costs and impose penalties for non-compliance.

  • New

    The new construction, refurbishment, repair and maintenance of our ships are complex processes and involve risks similar to those encountered in other large and sophisticated equipment construction, refurbishment and repair projects

    Mechanical failures and limited shipyard capacity in the Western Hemisphere for dry-docking could force cruise cancellations and expensive repairs.

  • New

    Shareholder activism could adversely affect our business, financial condition, results of operations and share price

    Activist shareholders could divert management attention, increase costs, and cause share price volatility not reflecting business fundamentals.

  • New

    We operate in a highly competitive vacation market, which could adversely affect our results

    Intense competition from other cruise lines, hotels, resorts, theme parks, and packaged travel options could negatively impact margins.

Dropped

  • Dropped

    Changes in fuel prices and the type of fuel we are permitted to use and/or other cruise operating costs would impact the cost of our cruise ship operations and our hedging strategies may not protect us from increased costs related to fuel prices

  • Dropped

    Mechanical malfunctions and repairs, delays in our shipbuilding program, maintenance and refurbishments and the consolidation of qualified shipyard facilities could adversely affect our results of operations and financial condition

  • DroppedRisks Related to the Regulatory Environment in Which We Operate

    our business, financial condition and results of operations could be materially adversely affected. We expect global tax reform will continue to evolve over the coming years and will continue to monitor these developments

Reworded

  • 68% rewrittenRisks Related to the Regulatory Environment in Which We Operate

    Changes in tax laws, or challenges to our tax positions, could adversely affect our results of operations and financial condition

    Removed a sentence detailing specific positions and assumptions regarding U.S. federal income tax exemptions under Section 883.

  • 47% rewritten

    A failure to keep pace with developments in technology could impair our operations or competitive position

    Added artificial intelligence adoption as a key technology that must be managed to meet customer demands.

  • 45% rewritten

    We rely on scheduled commercial airline services for passenger and crew connections. Increases in the price of, or major changes, significant delays and disruptions, or reductions in, commercial airline services has, and could in the future, disrupt our operations

    Added airspace congestion, air traffic control, and airport-related staffing shortages as factors disrupting commercial airline services.

    Was: We rely on scheduled commercial airline services for passenger and crew connections. Increases in the price of, or major changes, significant delays and disruptions, or reduction in, commercial airline services has, and could in the future, disrupt our operations

  • 37% rewritten

    Fluctuations in foreign currency exchange rates could adversely affect our financial results

    Added that the company currently has newbuild-related debt denominated in euros.

  • 35% rewritten

    If our results of operations and financial performance do not perform as planned, we may not be in compliance with maintenance covenants in certain of our debt facilities

    Minor grammatical correction changing 'we expect to not be' to 'we expect not to be'.

    Was: If our results of operations and financial performance do not recover as planned, we may not be in compliance with maintenance covenants in certain of our debt facilities

  • 31% rewritten

    Our expansion into new markets and investments in new markets, businesses and land-based destination projects may not be successful

    No substantive changes were made to the text regarding market expansion risks.

    Was: Our expansion into new markets and investments in new markets and land-based destination projects may not be successful

  • 27% rewritten

    Adverse incidents involving cruise ships may adversely affect our business, financial condition and results of operations

    Minor stylistic and phrasing adjustments made to environmental mishaps and weather disasters.

  • 21% rewritten

    Public health crises have had, and may in the future have, a significant impact on our financial condition, results, operations, outlook, plans, goals, growth, reputation, cash flows, liquidity, demand for voyages and share price

    Minor punctuation adjustments made to public health crises disclosures.

All 33 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01If our results of operations and financial performance do not perform as planned, we may not be in compliance with maintenance covenants in certain of our debt facilities35% rewritten
  2. 02We anticipate that we will need additional financing in the future, which may not be available on favorable terms, or at all, and our outstanding exchangeable notes and any future financing may be dilutive to existing shareholders
  3. 03Our indebtedness, and the agreements governing our indebtedness, may limit our flexibility in operating our business and a substantial majority of our assets are collateral under our debt agreements
  4. 04The impact of volatility and disruptions in the global credit and financial markets could increase our counterparty credit risks, including those under our credit facilities, derivatives, contingent obligations, insurance contracts and new ship progress payment guarantees
  5. 05Any potential impairment of our trade names or goodwill could adversely affect our financial condition and operating results
  6. 06Unavailability of ports of call may materially adversely affect our business, financial condition and results of operations
  7. 07We rely on scheduled commercial airline services for passenger and crew connections. Increases in the price of, or major changes, significant delays and disruptions, or reductions in, commercial airline services has, and could in the future, disrupt our operations45% rewritten
  8. 08Global events and conditions, including terrorist acts, geopolitical conflict, armed conflicts, acts of piracy, and other international events impacting the security of travel or the global economy, or threats thereof, could adversely affect our business
  9. 09Public health crises have had, and may in the future have, a significant impact on our financial condition, results, operations, outlook, plans, goals, growth, reputation, cash flows, liquidity, demand for voyages and share price21% rewritten
  10. 10Adverse incidents involving cruise ships may adversely affect our business, financial condition and results of operations27% rewritten
  11. 11Our business depends on maintaining and strengthening our brand to attract new customers and maintain ongoing demand for our offerings, and a significant reduction in such demand could harm our results of operations
  12. 12A failure to keep pace with developments in technology could impair our operations or competitive position47% rewritten
  13. 13immediately detect such incidents. Our failure to successfully prevent, mitigate or timely respond to such incidents could impair our ability to conduct business and damage our reputationNew
  14. 14Fuel expense is a significant cost for our Company. Increases in fuel costs are expected as regulatory requirements take effect and alternative fuel demand outpaces infrastructure deployment, and our strategies may not fully offset these pressuresNew
  15. 15The new construction, refurbishment, repair and maintenance of our ships are complex processes and involve risks similar to those encountered in other large and sophisticated equipment construction, refurbishment and repair projectsNew
  16. 16Conducting business internationally may result in increased costs and risks
  17. 17Our failure or inability to recruit or retain qualified personnel or the loss of key personnel or employee relations issues may materially adversely affect our business, financial condition and results of operations
  18. 18Our executive officers and other members of senior management have substantial experience and expertise in our business and have made significant contributions to our growth and success. The loss of services of one or more of these individuals could materially adversely affect us
  19. 19Shareholder activism could adversely affect our business, financial condition, results of operations and share priceNew
  20. 20Impacts related to climate change may adversely affect our business, financial condition and results of operations
  21. 21Our inability to obtain adequate insurance coverage may adversely affect our business, financial condition and results of operations
  22. 22Litigation, enforcement actions, fines or penalties could adversely impact our financial condition or results of operations and damage our reputation
  23. 23We rely on third parties to provide hotel management services for certain ships and certain other services, and we are exposed to risks facing such providers. In certain circumstances, we may not be able to replace such third parties or we may be forced to replace them at an increased cost to us
  24. 24Fluctuations in foreign currency exchange rates could adversely affect our financial results37% rewritten
  25. 25Our expansion into new markets and investments in new markets, businesses and land-based destination projects may not be successful31% rewritten
  26. 26Overcapacity in key markets or globally could adversely affect our operating results
  27. 27Our use of AI technologies may present business, compliance, and reputational risks
  28. 28We operate in a highly competitive vacation market, which could adversely affect our resultsNew

Risks Related to the Regulatory Environment in Which We Operate

  1. 29Changes in tax laws, or challenges to our tax positions, could adversely affect our results of operations and financial condition68% rewritten
  2. 30Our ability to comply with economic substance requirements in certain jurisdictions and increased costs associated with our efforts to comply may have a negative impact on our operations

Risks Related to NCLH’s Ordinary Shares

  1. 31Shareholders of NCLH may have greater difficulties in protecting their interests than shareholders of a U.S. corporation
  2. 32NCLH does not expect to pay any cash dividends for the foreseeable future
  3. 33Provisions in NCLH’s constitutional documents may prevent or discourage takeovers and business combinations that NCLH’s shareholders might consider to be in their best interests

Other Norwegian Cruise Line Holdings 10-Ks

  • FY2024 10-K risk factors
    31 risks

    Norwegian Cruise Line faces heavy debt burdens requiring ongoing refinancing and maintenance covenants compliance. Fuel price volatility and environmental regulations threaten operational costs and shipbuilding plans. Public health crises, geopolitical conflicts, and port availability directly restrict global cruise itineraries.

    Filed Feb 27, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.