Norwegian Cruise Line Annual Report 2023

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FY2023 Annual Report · Norwegian Cruise Line

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2 0 2 3 A N N U A L R E P O R T

Norwegian Cruise Line Holdings Ltd. (NYSE: NCLH) is a

leading global cruise company which operates the Norwegian

Cruise Line, Oceania Cruises and Regent Seven Seas Cruises

brands. With a combined fleet of 32 ships and approximately

66,500 berths, these brands offer itineraries to more than

700 destinations worldwide. The Company expects to add 13

additional ships across its three brands through 2036, which

will add approximately 41,000 berths to its fleet.

As the innovator in global cruise travel, Norwegian Cruise Line® has
been breaking the boundaries of traditional cruising for over 57 years.

Most notably, the cruise line revolutionized the industry by offering

guests the freedom and flexibility to design their ideal vacation on

their preferred schedule with no assigned dining and entertainment

times and no formal dress codes. Today, its fleet of 19 contemporary

ships sails to over 400 of the world’s most desirable destinations,

including Great Stirrup Cay, the Company’s private island in the

Bahamas, and its resort destination Harvest Caye in Belize.

Oceania Cruises is the world’s leading culinary- and destination-

focused cruise line. The line’s eight small, luxurious ships carry a
maximum of 1,250 guests and feature The Finest Cuisine at Sea®
and destination-rich itineraries that span the globe. With expertly

curated travel experiences aboard, the designer-inspired, small ships

call on more than 600 marquee and boutique ports in more than 100

countries on seven continents on voyages that range from seven to

more than 200 days. The brand has a second 1,200-guest Allura Class

ship on order for delivery in 2025.

Regent Seven Seas Cruises is the leader in luxury cruise experiences,
delivering An Unrivaled Experience® for over 30 years. Carrying between
496 to 746 guests, Seven Seas Navigator®, Seven Seas Mariner®,
Seven Seas Voyager®, Seven Seas Explorer®, Seven Seas Splendor®
and Seven Seas Grandeur® form The World’s Most Luxurious
Fleet®, Offering Unrivaled Space at Sea®. Guests enjoy all-suite
accommodations, 99% with private balconies that are among the largest

at sea, as well as highly personalized service throughout lavish public

areas and expansive outdoor spaces. Unique to Regent Seven Seas

Cruises, unlimited complimentary shore excursions are available in every

port, which is just the beginning of an extensive list of included luxuries

Norwegian Viva™, Lisbon, Portugal

Vista, Argostoli, Greece

Seven Seas Grandeur®, Miami, Florida

that makes it the only truly all-inclusive cruise line.

D E A R F E L L O W
S H A R E H O L D E R S ,

2023 was a seminal year for Norwegian Cruise Line Holdings Ltd., one marked by significant milestones

and financial and operational achievements. The year began with perhaps the final operational step in the

company’s post-pandemic recovery with remaining ports in the Asia-Pacific region opening to cruise in the

first quarter and our fleet returning to full occupancy in the second quarter. It was the first time since 2020

that our vessels operated at full capacity, an achievement that would not have been possible without the

passion and dedication of our 41,000 team members worldwide.

It was also a year of unprecedented growth as we christened three new ships, one for each of our

award-winning brands. This historic achievement represents the most ships brought online in a single

year in our company's 57-year history. The launch of Norwegian Viva, Oceania Cruises' Vista and

Regent's Seven Seas Grandeur® has expanded our world-class fleet, allowing us to visit even more

destinations around the world, and enhanced our ability to provide exceptional experiences to our guests.

We also strengthened our sustainability commitment through enhancements in our Sail & Sustain

program, which included a revamped climate action strategy as well as interim greenhouse gas emission

reduction targets on our path to pursue net zero emissions by 2050.

Lastly, in July, I was given the honor of being named President and Chief Executive Officer. To be trusted

with the stewardship of this storied company is something I do not take lightly, and I look forward to

continuing the legacy of innovation and success that Norwegian Cruise Line Holdings Ltd. stands for.

I thank our prior Chief Executive Officer, who has served as a mentor to me for much of my 30-plus-

year career in the industry. I take on this mantle with the help of my leadership team, a group of highly

experienced individuals comprised of leaders serving in new roles along with executives who have helped

guide the company over the last several years. Together, I believe we are poised to lead the company to the

next level of success in the coming years.

With this exceptional momentum, we are looking forward to a successful and bright 2024 and beyond. As

we continue to navigate the ever-evolving landscape of the cruise and broader travel industries, we are

confident in our ability to deliver on our company promise.1

1 Statements in this letter regarding, among other things, financial performance, our future investments, sustainability efforts, decarbonization plans and goals and fleet additions are
forward-looking. See “Cautionary Statement Concerning Forward-Looking Statements” in this Annual Report regarding the risks related to these statements.

U N V E I L I N G T H R E E
E X C E P T I O N A L N E W S H I P S

If there was a key highlight in 2023, it was the delivery of three world-class ships in one year, a historic achievement
for Norwegian Cruise Line Holdings. These deliveries increased our capacity by approximately 18% compared to 2019,
adding approximately 5,000 berths across our three brands.

In May 2023, Oceania Cruises welcomed Vista, the first new ship in its fleet in over a decade. As the first ship
in the Allura Class, this stunning 1,200-guest vessel offers spacious all-veranda accommodations, exceptional
entertainment, top-notch service and innovative culinary delights. She debuted with a star-studded celebration
featuring renowned Italian American chef, Giada De Laurentiis, as the ship's godmother. Vista’s sister ship, Allura, is
scheduled to launch in spring 2025.

Norwegian Viva, the second ship in Norwegian Cruise Line’s groundbreaking Prima Class, made its debut in August
2023. In a nod to her inaugural season deployment in San Juan, Puerto Rico, she was christened by Puerto Rico
native and GRAMMY® Award-nominated singer Luis Fonsi. Coming next, the first ship in the next-generation Prima
Plus Class, Norwegian Aqua™, is scheduled to debut in April 2025.

Lastly, in November 2023, Regent Seven Seas Cruises proudly took delivery of the highly anticipated Seven Seas
Grandeur®, the third and final ship in the Explorer Class of vessels. Inspired by Regent's heritage of perfection,
Seven Seas Grandeur offers elegance, comfort, unrivaled space, unparalleled service, exceptional cuisine and
transformative experiences that will delight our guests for years to come. As part of the christening celebrations, we
unveiled "Journey in Jewels," the first Fabergé Egg to permanently reside at sea.

As a company, we now proudly sail a fleet of 32 vessels with approximately 66,500 berths, the largest in our history.
We proudly carried approximately 2.7 million guests this past year to approximately 700 destinations around the
world. These record-breaking achievements are something our entire team is proud of as we continue to focus on
delivering an outstanding guest experience to each and every one of our guests.

Norwegian Cruise Line Terminal, Miami, Florida

Vista Christening, Valletta, Malta

Norwegian Viva™ Christening, Miami, Florida

Seven Seas Grandeur® Christening, Miami, Florida

C O M M I T M E N T T O
S U S T A I N A B I L I T Y

Our vision to be the vacation of choice for everyone around the

world is interdependent with our commitment to drive a positive

impact on society and the environment through our global

sustainability program, Sail & Sustain.

From snorkeling in the Pacific Islands to a cultural immersion in Alaska, we
recognize that our guests’ travel experiences are inextricably linked to the
protection of our planet and our shared resources.

As we remain committed to fulfilling our ethical, social and environmental
responsibilities, we strive for operational excellence through our Sail & Sustain
program, which is centered around five key pillars that serve both our business
and stakeholders.

Reducing
Environmental
Impact

Sailing
Safely

Empowering
People

Strengthening
Communities

Operating with
Integrity and
Accountability

Seven Seas Voyager®, Fiji

V O YA G E T O
N E T Z E R O

In April 2023, we set short- and near-term targets
towards achieving net zero greenhouse gas (GHG)
emissions by 2050, aiming for a 10% reduction of
GHG intensity by 2026 and 25% by 2030 from a 2019
baseline, on a Capacity Day2 basis. These targets
encompass emissions from our fleet, islands and
facilities (Scopes 1 & 2), as well as upstream fuel- and
energy-related activities, including well-to-tank
emissions (part of Scope 3), covering the entire
well-to-wake impact of our fuel consumption.

We also updated our climate action strategy to focus on
implementing solutions for efficiency, innovation and
collaboration. We're enhancing our fleet's efficiency with
HVAC upgrades and Waste Heat Recovery systems, as
well as increasing shore power capability, for which 50%
of our fleet is equipped for and with the aim to increase
the percentage of ships equipped with shore power
capabilities to 70% by 2025.

We're also exploring long-term solutions like biofuel
blends, already tested on 20% of our fleet, and the
potential use of green methanol for future ships. To
prepare for this transition, we are working with our
partners to reconfigure the designs for the final two
Prima Class ships, expected to be delivered in 2027 and
2028, to accommodate the use of green methanol as a
future fuel source.

Underpinning this strategy is good governance and
effective risk management. Our climate efforts are
integrated across the organization, from the Board
of Directors to incentivizing management through
climate-related performance metrics.

2 Capacity Days is defined as Berths available for sale multiplied by the number of cruise days for the period of ships in service.

S T R E N G T H E N I N G
C O M M U N I T I E S

In 2023, we contributed significantly to global
communities by donating $1 million and raising
more through our network, including over $150,000
of in-kind donations to the Hawaii Community
Foundation and $100,000 of cash donations to the
Maui United Way for local relief.

Our Military Appreciation Program, founded by our
internal Veterans' Task Force, has provided exclusive
discounts to active and retired U.S. military members
and their spouses. 220,000 qualified military members
have registered since the program launched in
November 2022.

Through our Giving Joy® program during Teacher
Appreciation Week, we supported 3,400 teachers in
the U.S. and Canada, and 20 won a seven-day cruise
for two. Since its inception in 2019, the Giving Joy
program has awarded over 250 educators with cruises
and contributed over $350,000 to schools and teachers,
thanks to the support of our brand partners.

We also achieved our target to purchase verified
carbon credits to offset three million metric tons of
CO2 equivalent over a three-year period, contributing
to 15 projects globally. This effort supports our
decarbonization, invests in clean energy sources and
creates jobs in these communities.

David Herrera and Luis Fonsi with the Giving Joy winners

NCL's Rebel Fish Creative Group, Miami Beach Cleanup

Scoops of Gratitude

E M P O W E R I N G
P E O P L E

We know that our commitment to cultivating our
culture and empowering people allows us to attract
and retain the best talent, while offering career
development that ultimately benefits all stakeholders.
In 2023, we refined our culture values to Collaboration,
Innovation, Transparency and Passion.

for physical, financial and emotional well-being,
and we’re especially proud of the NCLH Wellness at
Sea initiative, which enhances a wellness-conscious
work environment on the vessels for shipboard team
members, focusing on nutrition, fitness, sleep and
stress management.

With 41,000 team members from over 110 nationalities,
we value diverse backgrounds and established NCLH
PRIDE for our LGBTQ+ community and a mentor
group for working parents. We enhanced our benefits

Our commitment to cultivating our culture has led
to high return rates and recognition, including being
listed as one of Forbes' 2023 World’s Best Employers.

Norwegian Viva™, Puerto Rico

C U R A T I N G
U N F O R G E T T A B L E
E X P E R I E N C E S

Oceania Cruises Showcases the Natural Wonders of Alaska’s “Last Frontier”

In February 2023, Oceania Cruises introduced an immersive cultural experience on small ships in Alaska
with a unique voyage that allowed guests to immerse themselves in the local communities, embarking
on glacier adventures, encountering wildlife and exploring gold rush towns. Through Oceania Cruises'
exclusive Go Local tour series, guests had the opportunity to participate in small group excursions
that offer an entirely new perspective on the destinations. By welcoming guests into local homes and
businesses, they could truly embrace the region's rich traditions and way of life.

Regent Seven Seas Exclusive Serene Spa and Wellness

Regent Seven Seas Cruises introduced a collection of exclusive spa treatments on board its new ship,
Seven Seas Grandeur®. The Serene Spa & Wellness™ experience offers a range of indulgent treatments that
combine top-notch techniques and luxury ingredients sourced globally. The menu includes innovative
therapies such as the use of an amber and quartz crystal bed and a Zero Gravity Wellness Massage on an
advanced treatment table, providing guests with ultimate relaxation and rejuvenation at sea.

Tony Award-Nominated Beetlejuice Debuts Aboard Norwegian Viva™

Norwegian Cruise Line introduced Beetlejuice: The Musical as the headline production on its innovative new
ship, Norwegian Viva. This marked the first time the Tony Award®-nominated musical was performed at sea.
The 90-minute Broadway adaptation of Tim Burton's iconic 1988 film tells the story of the Deetz family as
they attempt to remodel a hilariously haunted house. The musical's supernatural elements are enhanced
by Norwegian Viva’s three-story multi-purpose Viva Theater & Club, featuring immersive special effects,
cutting-edge lighting and audio technology.

Spa Lounge, Seven Seas Grandeur®

Penrose Atrium, Norwegian Viva™

Vista

L O O K I N G A H E A D

In my first year as Chief Executive Officer, it has been an honor and privilege to lead and work alongside our more
than 41,000 dedicated and passionate team members, both shoreside and seaboard who deliver exceptional
vacation experiences to our guests. The past year has been marked by remarkable growth and success, highlighted
by significant milestones and achievements, which would not have been possible without the dedication and
passion of our employees.

In 2023, we celebrated the delivery and christening of three magnificent ships, a testament to our unwavering
commitment to enhancing our offerings and creating unforgettable memories for our valued guests. As we
venture into 2024, our focus is on leveraging the excitement generated by these additions to our fleet to drive
our continued success. Looking into the future, I am thrilled about our largest-ever newbuild order, featuring
eight ships across all three brands, which is expected to add nearly 25,000 berths to our fleet. This unprecedented
decade-long strategy will also include the construction of a multi-ship pier at Great Stirrup Cay, which will
significantly enhance our offerings and guest experience in The Caribbean. This bold new vision for the future
solidifies our long-term growth and allows us to significantly leverage our scale, strengthen our commitment to
innovation and enhance our ability to offer guests new products and experiences. Our entire team is energized and
fully prepared to seize the opportunities that lie before us.

We are grateful for the support of our shareholders and remain dedicated to delivering exceptional experiences
and maximizing value for all stakeholders.

As always, thank you for your continued support.

Harry J. Sommer
President and Chief Executive Officer

Norwegian Cruise Line Holdings Ltd.

NORWEGIAN CRUISE LINE
FLEET

NORWEGIAN PRIMA PLUS CLASS IV-VI
Coming 2026–2028

NORWEGIAN AQUA™ – Coming 2025

NORWEGIAN VIVA™

NORWEGIAN PRIMA®

NORWEGIAN ENCORE®

NORWEGIAN BLISS®

NORWEGIAN JOY®

NORWEGIAN ESCAPE®

NORWEGIAN GETAWAY®

NORWEGIAN BREAKAWAY®

NORWEGIAN EPIC®

NORWEGIAN GEM®

NORWEGIAN PEARL®

NORWEGIAN JADE®

NORWEGIAN JEWEL®

NORWEGIAN CRUISE LINE
FLEET

PRIDE OF AMERICA®

NORWEGIAN DAWN®

NORWEGIAN STAR®

NORWEGIAN SUN®

NORWEGIAN SKY®

NORWEGIAN SPIRIT®

Haven Deluxe Owner's Suite, Norwegian Viva

REGENT SEVEN SEAS CRUISES
FLEET

SEVEN SEAS GRANDEUR®

SEVEN SEAS SPLENDOR®

SEVEN SEAS EXPLORER®

SEVEN SEAS VOYAGER®

SEVEN SEAS MARINER®

SEVEN SEAS NAVIGATOR®

Pacific Rim, Seven Seas Grandeur®

Compass Rose, Seven Seas Grandeur®

Regent Suite, Seven Seas Grandeur®

OCEANIA CRUISES
FLEET

ALLURA – Coming 2025

VISTA

RIVIERA

MARINA

SIRENA

NAUTICA

REGATTA

Aquamar Spa, Vista

INSIGNIA

Grand Dining Room, Vista

Grand Staircase, Vista

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-35784

NORWEGIAN CRUISE LINE HOLDINGS LTD.
(Exact name of registrant as specified in its charter)

Bermuda
(State or other jurisdiction of
incorporation or organization)

98-0691007
(I.R.S. Employer
Identification No.)

7665 Corporate Center Drive, Miami, Florida 33126
(Address of principal executive offices) (zip code)

(305) 436-4000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Ordinary shares, par value $0.001 per share

Trading Symbol(s)
NCLH

Name of each exchange on which registered
The New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  No 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the

preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes  No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-

T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging

growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the
Exchange Act.

Large accelerated filer ☒
Non-accelerated filer 

Accelerated filer 
Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised

financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over

financial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect

the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of

the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of June 30, 2023, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of voting stock held by non-

affiliates of the registrant based upon the closing sales price for the registrant’s ordinary shares as reported on The New York Stock Exchange was $9.2 billion.

There were 425,657,468 ordinary shares outstanding as of February 16, 2024.

Documents Incorporated by Reference

Portions of the Proxy Statement for the registrant’s 2024 Annual General Meeting of Shareholders, to be filed with the Securities and Exchange Commission not later

than 120 days after December 31, 2023, are incorporated by reference in Part III herein.

NORWEGIAN CRUISE LINE HOLDINGS LTD.

TABLE OF CONTENTS

Business

PART I
Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 1C. Cybersecurity
Item 2.
Item 3.
Item 4. Mine Safety Disclosures

Properties
Legal Proceedings

PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of

Equity Securities
[Reserved]

Item 6.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Item 8.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9.
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters

Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14.

Principal Accounting Fees and Services

PART IV
Item 15. Exhibits, Financial Statement Schedules
Item 16.
Signatures

Form 10-K Summary

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Terms Used in this Annual Report

Unless otherwise indicated or the context otherwise requires, references in this Annual Report on Form 10-K (“Annual
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, and (v) “Prestige” refers to
Prestige Cruises International S. de R.L. (formerly Prestige Cruises International, Inc.), together with its consolidated
subsidiaries, including Oceania Cruises Ltd. (formerly Oceania Cruises S. de R.L.) (“Oceania Cruises”) and Seven Seas
Cruises Ltd. (formerly Seven Seas Cruises S. de R.L.) (“Regent”) (Oceania Cruises also refers to the brand by the same
name and Regent also refers to the brand Regent Seven Seas Cruises).

References to the “U.S.” are to the United States of America, and “dollars” or “$” are to U.S. dollars, the “U.K.” are to
the United Kingdom, “British Pound Sterling” or “£” are to the official currency of the U.K. and “euros” or “€” are to
the official currency of the Eurozone.

This Annual Report includes certain non-GAAP financial measures, such as Adjusted Gross Margin, Net Cruise Cost,
Adjusted Net Cruise Cost Excluding Fuel, Adjusted EBITDA, Adjusted Net Income (Loss) and Adjusted EPS.
Definitions of these non-GAAP financial measures are included below. For further information about our non-GAAP
financial measures including detailed adjustments made in calculating our non-GAAP financial measures and a
reconciliation to the most directly comparable GAAP financial measure, we refer you to “Item 7—Management’s
Discussion and Analysis of Financial Condition and Results of Operations.”

Unless otherwise indicated in this Annual Report, the following terms have the meanings set forth below:

• Acquisition of Prestige. In November 2014, we acquired Prestige in a cash and stock transaction for total

consideration of $3.025 billion, including the assumption of debt.

• Adjusted EBITDA. EBITDA adjusted for other income (expense), net and other supplemental adjustments.

• Adjusted EPS. Adjusted Net Income (Loss) divided by the number of diluted weighted-average shares

outstanding.

• Adjusted Gross Margin. Gross margin adjusted for payroll and related, fuel, food, other and ship depreciation.
Gross margin is calculated pursuant to GAAP as total revenue less total cruise operating expense and ship
depreciation.

• Adjusted Net Cruise Cost Excluding Fuel. Net Cruise Cost Excluding Fuel adjusted for supplemental

adjustments.

• Adjusted Net Income (Loss). Net income (loss) adjusted for the effect of dilutive securities and other

supplemental adjustments.

• Allura Class Ships. Oceania Cruises’ Vista and Oceania Cruises’ Allura.

• Berths. Double occupancy capacity per cabin (single occupancy per studio cabin) even though many cabins can

accommodate three or more passengers.

• Breakaway Class Ships. Norwegian Breakaway and Norwegian Getaway.

• Breakaway Plus Class Ships. Norwegian Escape, Norwegian Joy, Norwegian Bliss and Norwegian Encore.

• Capacity Days. Berths available for sale multiplied by the number of cruise days for the period for ships in

service.

• CDC. The U.S. Centers for Disease Control and Prevention.

• Dry-dock. A process whereby a ship is positioned in a large basin where all of the fresh/sea water is pumped out

in order to carry out cleaning and repairs of those parts of a ship which are below the water line.

• EBITDA. Earnings before interest, taxes, and depreciation and amortization.

• EPS. Earnings (loss) per share.

• GAAP. Generally accepted accounting principles in the U.S.

• Gross Cruise Cost. The sum of total cruise operating expense and marketing, general and administrative

expense.

• Gross Tons. A unit of enclosed passenger space on a cruise ship, such that one gross ton equals 100 cubic feet

or 2.831 cubic meters.

•

IMO. International Maritime Organization, a United Nations agency that sets international standards for
shipping.

IPO. The initial public offering of 27,058,824 ordinary shares, par value $0.001 per share, of NCLH, which was
consummated on January 24, 2013.

Jewel Class Ships. Norwegian Jewel, Norwegian Pearl, Norwegian Jade and Norwegian Gem.

• Net Cruise Cost. Gross Cruise Cost less commissions, transportation and other expense and onboard and other

expense.

• Net Cruise Cost Excluding Fuel. Net Cruise Cost less fuel expense.

• Occupancy or Occupancy Percentage. The ratio of Passenger Cruise Days to Capacity Days. A percentage

greater than 100% indicates that three or more passengers occupied some cabins.

• Passenger Cruise Days. The number of passengers carried for the period, multiplied by the number of days in

their respective cruises.

• Prima Class Ships. Norwegian Prima, Norwegian Viva, Norwegian Aqua and three additional ships on order.

• Private Exchangeable Notes. On May 28, 2020, pursuant to an indenture among NCLC, as issuer, NCLH, as
guarantor, and U.S. Bank National Association, as trustee, NCLC issued $400.0 million aggregate principal
amount of exchangeable senior notes due 2026. The Private Exchangeable Notes were repurchased in
March 2021.

• Revolving Loan Facility. The senior secured revolving credit facility, which was increased from $875 million to

•

$1.2 billion in October 2023.

SEC. U.S. Securities and Exchange Commission.

Senior Secured Credit Facility. The Credit Agreement, originally dated as of May 24, 2013, as amended and
restated on October 31, 2014, June 6, 2016, October 10, 2017, January 2, 2019 and May 8, 2020, and as further
amended on January 29, 2021, March 25, 2021, November 12, 2021 and December 6, 2022, by and among
NCLC and Voyager Vessel Company, LLC, as co-borrowers, JPMorgan Chase Bank, N.A., as administrative

agent and as collateral agent, and various lenders and agents, providing for a senior secured credit facility
consisting of (i) the Revolving Loan Facility and (ii) the Term Loan A Facility.

•

Shipboard Retirement Plan. An unfunded defined benefit pension plan for certain crew members which
computes benefits based on years of service, subject to certain requirements.

• Term Loan A Facility. The senior secured term loan A facility which was fully repaid in October 2023.

Cautionary Statement Concerning Forward-Looking Statements

Some of the statements, estimates or projections contained in this report are “forward-looking statements” within the
meaning of the U.S. federal securities laws intended to qualify for the safe harbor from liability established by the
Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained, or
incorporated by reference, in this report, including, without limitation, those regarding our business strategy, financial
position, results of operations, plans, prospects, actions taken or strategies being considered with respect to our liquidity
position, valuation and appraisals of our assets and objectives of management for future operations (including those
regarding expected fleet additions, our expectations regarding the impact of macroeconomic conditions and recent global
events, our expectations regarding cruise voyage occupancy, operational position, demand for voyages, plans or goals
for our sustainability program and decarbonization efforts, our expectations for future cash flows and profitability,
financing opportunities and extensions, and efforts to reduce operating expenses and capital expenditures) are forward-
looking statements. Many, but not all, of these statements can be found by looking for words like “expect,” “anticipate,”
“goal,” “project,” “plan,” “believe,” “seek,” “will,” “may,” “forecast,” “estimate,” “intend,” “future” and similar words.
Forward-looking statements do not guarantee future performance and may involve risks, uncertainties and other factors
which could cause our actual results, performance or achievements to differ materially from the future results,
performance or achievements expressed or implied in those forward-looking statements. Examples of these risks,
uncertainties and other factors include, but are not limited to the impact of:

•

adverse general economic factors, such as fluctuating or increasing levels of interest rates, inflation,
unemployment, underemployment and the volatility of fuel prices, declines in the securities and real estate
markets, and perceptions of these conditions that decrease the level of disposable income of consumers or
consumer confidence;

implementing precautions in coordination with regulators and global public health authorities to protect the
health, safety and security of guests, crew and the communities we visit and to comply with related regulatory
restrictions;

our indebtedness and restrictions in the agreements governing our indebtedness that require us to maintain
minimum levels of liquidity and be in compliance with maintenance covenants and otherwise limit our
flexibility in operating our business, including the significant portion of assets that are collateral under these
agreements;

our ability to work with lenders and others or otherwise pursue options to defer, renegotiate, refinance or
restructure our existing debt profile, near-term debt amortization, newbuild related payments and other
obligations and to work with credit card processors to satisfy current or potential future demands for collateral
on cash advanced from customers relating to future cruises;

our need for additional financing or financing to optimize our balance sheet, which may not be available on
favorable terms, or at all, and our outstanding exchangeable notes and any future financing which may be
dilutive to existing shareholders;

the unavailability of ports of call;

future increases in the price of, or major changes, disruptions or reduction in, commercial airline services;

changes involving the tax and environmental regulatory regimes in which we operate, including new
regulations aimed at reducing greenhouse gas emissions;

the accuracy of any appraisals of our assets;

our success in controlling operating expenses and capital expenditures;

•

trends in, or changes to, future bookings and our ability to take future reservations and receive deposits related
thereto;

adverse events impacting the security of travel, or customer perceptions of the security of travel, such as
terrorist acts, armed conflict, such as Russia’s invasion of Ukraine or the Israel-Hamas war, or threats thereof,
acts of piracy, and other international events;

public health crises, including the COVID-19 pandemic, and their effect on the ability or desire of people to
travel (including on cruises);

adverse incidents involving cruise ships;

our ability to maintain and strengthen our brand;

breaches in data security or other disturbances to our information technology systems and other networks or our
actual or perceived failure to comply with requirements regarding data privacy and protection;

changes in fuel prices and the type of fuel we are permitted to use and/or other cruise operating costs;

• mechanical malfunctions and repairs, delays in our shipbuilding program, maintenance and refurbishments and

the consolidation of qualified shipyard facilities;

•

the risks and increased costs associated with operating internationally;

our inability to recruit or retain qualified personnel or the loss of key personnel or employee relations issues;

impacts related to climate change and our ability to achieve our climate-related or other sustainability goals;

our inability to obtain adequate insurance coverage;

pending or threatened litigation, investigations and enforcement actions;

volatility and disruptions in the global credit and financial markets, which may adversely affect our ability to
borrow and could increase our counterparty credit risks, including those under our credit facilities, derivatives,
contingent obligations, insurance contracts and new ship progress payment guarantees;

any further impairment of our trademarks, trade names or goodwill;

our reliance on third parties to provide hotel management services for certain ships and certain other services;

fluctuations in foreign currency exchange rates;

our expansion into new markets and investments in new markets and land-based destination projects;

overcapacity in key markets or globally; and

other factors set forth under “Risk Factors” herein.

The above examples are not exhaustive and new risks emerge from time to time. There may be additional risks that we
consider immaterial or which are unknown. Such forward-looking statements are based on our current beliefs,
assumptions, expectations, estimates and projections regarding our present and future business strategies and the
environment in which we expect to operate in the future. These forward-looking statements speak only as of the date
made. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any

forward-looking statement to reflect any change in our expectations with regard thereto or any change of events,
conditions or circumstances on which any such statement was based, except as required by law.

WEBSITE REFERENCES

In this Annual Report, we make references to our website at https://www.nclhltd.com. References to our website through
this Annual Report are provided for convenience only and the content on our website does not constitute a part of, and
shall not be deemed incorporated by reference into, this Annual Report.

Item 1. Business

History and Development of the Company

PART I

Norwegian commenced operations from Miami, Florida in 1966, launching the modern cruise industry by offering
weekly departures from Miami, Florida to destinations in the Caribbean. In February 2011, NCLH, a Bermuda limited
company, was formed. In January 2013, NCLH completed its IPO and the ordinary shares of NCLC were exchanged for
the ordinary shares of NCLH, and NCLH became the owner of 100% of the ordinary shares and parent company of
NCLC. In November 2014, we completed the Acquisition of Prestige.

During the fourth quarter of 2023, in response to the Organisation for Economic Co-operation and Development
(“OECD”)’s BEPS 2.0 Pillar 2 global tax reform, the Company restructured its organizational structure by realigning
many of its operations across its three different brands into a single jurisdiction, Bermuda. In connection with the
reorganization, among other steps, certain NCLH subsidiaries previously domiciled in the Isle of Man, the Cayman
Islands, the Republic of the Marshall Islands, the Republic of Panama and the state of Delaware, were redomiciled to
Bermuda.

Our Company

Business Overview

We are a leading global cruise company which operates the Norwegian Cruise Line, Oceania Cruises and Regent Seven
Seas Cruises brands.

Our brands offer itineraries to worldwide destinations including Europe, Asia, Australia, New Zealand, South America,
Africa, Canada, Bermuda, Caribbean, Alaska and Hawaii. Norwegian’s U.S.-flagged ship, Pride of America, provides
the industry’s only entirely inter-island itinerary in Hawaii.

All of our brands offer an assortment of features, amenities and activities, including a variety of accommodations,
multiple dining venues, bars and lounges, spa, casino and retail shopping areas and numerous entertainment choices. All
brands also offer a selection of shore excursions at each port of call as well as hotel packages for stays before or after a
voyage.

As of December 31, 2023, we had 32 ships with approximately 66,500 Berths. During 2023, we took delivery of three
ships. In April 2023 we took delivery of Oceania Cruises’ Vista, in August 2023 we took delivery of Norwegian Viva,
and in November 2023 we took delivery of Seven Seas Grandeur. We have orders for five additional ships to be
delivered. For the Norwegian brand, we have four Prima Class Ships on order, with currently scheduled delivery dates
from 2025 through 2028. For Oceania Cruises, we have one Allura Class Ship on order for delivery in 2025. These
additions to our fleet are expected to increase our total Berths to approximately 82,500.

Corporate Information

Our registered offices are located at Walkers Corporate (Bermuda) Limited, Park Place, 55 Par-la-Ville Road, Hamilton
HM 11, Bermuda. Our principal executive offices are located at 7665 Corporate Center Drive, Miami, Florida 33126.
Daniel S. Farkas, the Company’s Executive Vice President, General Counsel, Chief Development Officer and Assistant
Secretary, is our agent for service of process at our principal executive offices.

Near-Term Priorities

Capitalize on healthy demand environment

In 2023, we took delivery of three ships and absorbed the corresponding new capacity. We managed to maintain an
optimal 12-month forward booked position while also increasing pricing. Additionally, we focused on maximizing
onboard revenue generation by implementing bundling strategies to increase revenue generation prior to sailing. These
efforts allowed us to leverage the healthy demand environment and drive overall profitability, and we expect to continue
to take advantage of these market conditions in 2024.

Right-size cost base

We are currently undergoing a broad and ongoing effort to improve operating efficiencies, including cost minimization
initiatives, to strengthen the foundation for sustained, profitable growth and mitigate the impact of inflation and supply
chain disruptions. We have various planned initiatives both shoreside and shipboard, either already implemented or in
process, which we expect will contribute to this broader efficiency improvement effort while continuing to provide value
to our guests.

Strategic enhancements to guest experience

We are continually working on enhancements aimed at maximizing guest satisfaction and with a focus on efficient
investments that prioritize returns. For example, in 2023 we announced that we would improve the connectivity for
guests and crew at sea by offering Space X’s Starlink high-speed internet on our ships, which is expected to be
completed for the entire fleet in 2024. By identifying and implementing these enhancements, we aim to provide an
exceptional guest experience and further strengthen our market position.

Chart path to reduce leverage and lower the balance sheet risk

In 2023, we continued to take actions to bolster our financial condition as part of our long-term post-pandemic financial
recovery strategy.

• Refinanced the Term Loan A Facility maturing in January 2024 and 2025 with two non-amortizing instruments:

NCLC issued $600 million aggregate principal amount of 8.375% senior secured notes due 2028 in
February 2023 and $790 million aggregate principal amount of 8.125% senior secured notes due 2029 in
October 2023.

• Amended and restated the Senior Secured Credit Facility (the “Sixth ARCA”) in October 2023, which among
other things, increased the aggregate amount of the Revolving Loan Facility from $875 million to $1.2 billion
and extended the maturity to October 2026.

•

In February 2023, we entered into an amended and restated commitment letter for $650 million to provide
additional liquidity to the Company through February 2024, with an option for NCLC to further extend the
commitment through February 2025 at its election. In connection with the execution of the current commitment
letter, NCLC issued $250 million aggregate principal amount of 9.75% senior secured notes due 2028. In
February 2024, we extended the $650 million undrawn commitment from February 2024 to March 2024 while
maintaining our option to further extend the commitment. We are currently taking steps to refinance the
commitment. As further described in “Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations—Liquidity and Capital Resources,” we expect the refinanced commitment to be
extended for one year through March 2025, when effective. In connection with this refinancing, the
$250 million 9.75% senior secured notes due 2028 are expected to be repurchased. This refinancing, which is
expected to close in early March subject to approval by our Board of Directors, will reduce interest expense and
leverage while also releasing all of the collateral securing the notes and commitment.

Refer to Note 8 – “Long-Term Debt” for further details about the above transactions.

Our Fleet

The following table presents information about our ships and their primary areas of operation based on current and
future itineraries, which are subject to change.

Ship (1)
Norwegian
Norwegian Aqua (2)
Norwegian Viva
Norwegian Prima
Norwegian Encore
Norwegian Bliss
Norwegian Joy

Norwegian Escape
Norwegian Getaway
Norwegian Breakaway
Norwegian Epic
Norwegian Gem
Norwegian Jade

Norwegian Pearl
Norwegian Jewel
Pride of America
Norwegian Dawn
Norwegian Star
Norwegian Sun
Norwegian Sky
Norwegian Spirit
Oceania Cruises
Oceania Allura (3)
Oceania Vista

Year
Built

2025
2023
2022
2019
2018
2017

2015
2014
2013
2010
2007
2006

2006
2005
2005
2002
2001
2001
1999
1998

Primary Areas of Operation

Europe, Caribbean
The Bahamas, Caribbean, Europe
The Bahamas, Bermuda, Canada & New England, Caribbean, Europe
Alaska, The Bahamas, Caribbean, Central America, Mexico-Pacific, U.S. West Coast
Alaska, Caribbean, Central America, Europe, Mexico-Pacific, U.S. West Coast
The Bahamas, Bermuda, Canada & New England, Caribbean, Central America, Mexico-

Pacific, U.S. West Coast

The Bahamas, Bermuda, Canada & New England, Caribbean, Europe
The Bahamas, Bermuda, Canada & New England, Caribbean, Europe
Bermuda, Canada & New England, Caribbean, Europe
The Bahamas, Bermuda, Caribbean, Europe
The Bahamas, Bermuda, Canada & New England, Caribbean, Central America, Europe
Africa, Alaska, Asia, The Bahamas, Caribbean, Central America, Europe, U.S. West

Coast

The Bahamas, Bermuda, Canada & New England, Caribbean, Central America, Europe
Alaska, Asia, Caribbean, Central America, Mexico-Pacific, U.S. West Coast
Hawaii
Africa, Asia, Caribbean, Europe
Antarctica, Europe, South America
Alaska, Asia, Central America, Mexico-Pacific, South America, South Pacific, U.S. West
Asia, The Bahamas, Canada & New England, Caribbean, Central America, Europe
Alaska, Asia, Australia & New Zealand, Hawaii, South Pacific

2025
2023

The Bahamas, Canada & New England, Caribbean, Europe
Africa, Asia, The Bahamas, Bermuda, Canada & New England, Caribbean, Central

America, Europe, Mexico-Pacific, South America, South Pacific

Oceania Riviera

2012

Africa, Alaska, Asia, Australia & New Zealand, The Bahamas, Bermuda, Caribbean,

Europe, South Pacific

Oceania Marina

2011

Africa, Antarctica, Bermuda, Canada & New England, Caribbean, Central America,

Europe, South America

Oceania Nautica

2000

Africa, Asia, Australia & New Zealand, Bermuda, Canada & New England, Caribbean,

Oceania Sirena

1999

Asia, Australia The Bahamas, Bermuda, Caribbean, Central America, Europe, Hawaii,

Central America, Europe, Hawaii, South America, South Pacific

South America, South Pacific

Oceania Regatta

1998

Alaska, Asia, Australia & New Zealand, Hawaii, Mexico-Pacific, South Pacific, U.S.

West Coast

Oceania Insignia

1998

Africa, Alaska, Antarctica, Asia, Australia & New Zealand, Bermuda, Canada & New

England, Caribbean, Central America, Europe, Hawaii, Mexico-Pacific, South America,
South Pacific, U.S. West Coast

Regent
Seven Seas Grandeur

2023

The Bahamas, Bermuda, Canada & New England, Caribbean, Central America, Europe,

Mexico-Pacific

Seven Seas Splendor

2020

Africa, Antarctica, The Bahamas, Bermuda, Canada & New England, Caribbean, Central

Seven Seas Explorer
Seven Seas Voyager

Seven Seas Mariner

2016
2003

2001

America, Europe, Mexico-Pacific, South America

Alaska, Asia, Australia & New Zealand
Africa, Asia, Antarctica, Australia & New Zealand, Bermuda, Europe, South America,

South Pacific

Africa, Alaska, Asia, Australia & New Zealand, The Bahamas, Bermuda, Canada & New
England, Caribbean, Central America, Europe, Hawaii, Mexico-Pacific, South America,
South Pacific, U.S. West Coast

Seven Seas Navigator

1999

Africa, Asia, Australia & New Zealand, The Bahamas, Bermuda, Canada & New England,

Caribbean, Europe, South America, South Pacific

(1) The table above does not include the three additional ships on order.
(2) The third of the Prima Class Ships, which is expected to be delivered in 2025.
(3) The second of the Allura Class Ships, which is expected to be delivered in 2025.

Our Mission, Competitive Strengths & Business Strategies

Our core mission is to provide exceptional vacation experiences delivered by passionate team members committed to
world-class hospitality and innovation. We believe that the following business strengths support our overall strategy to
deliver on our mission.

Enhanced Product Offering and Guest Experience

Our portfolio of three award-winning brands operates a combined 32 ships ranging in size from approximately 500 to
over 4,000 Berths. Along with introducing new vessels to the fleet, we continually invest in revitalizations to existing
ships to provide new and enhanced offerings that we believe deliver higher guest satisfaction and, in turn, higher pricing.

Norwegian’s ships cater to a variety of travelers with up to 20 dining options; various attractions, including the world’s
only racetracks at sea; a wide array of entertainment options; full-service spas at sea; and a diverse range of
accommodations including luxury suites in The Haven, studio staterooms designed and priced for the solo traveler and
everything in between. Oceania Cruises’ award-winning onboard dining, with multiple open seating dining venues, is a
central highlight of its cruise experience. Regent’s all-inclusive offering includes business class air on intercontinental
flights, unlimited shore excursions, one-night pre-cruise hotel package in Concierge Suites and higher, specialty
restaurants, unlimited beverages, including fine wines and spirits, pre-paid gratuities, unlimited Wi-Fi, transfers between
airport and ship, valet laundry service and other amenities.

The Norwegian, Oceania Cruises and Regent brands all offer a high level of onboard service. The organizational
structure of our operations promotes collaboration amongst our brands to exchange best practices that ultimately provide
an enhanced guest experience. Norwegian offers guests high quality service and the freedom and flexibility to design
their ideal cruise vacation on their schedule with no set dining times, a variety of activity options and no formal dress
codes. Oceania Cruises and Regent are known for their high level of service, including some of the highest crew-to-guest
ratios in the industry with trained staff providing personalized service and world class cuisine.

Rich Stateroom Mix

The Norwegian, Oceania Cruises and Regent fleets offer an attractive mix of staterooms, suites and villas. Norwegian
offers a variety of accommodations to meet the needs of all types of travelers, from inside, oceanview, balcony and
connecting staterooms. For guests looking to spread out, Norwegian delivers a range of suites, from two-bedroom
family suites to penthouses and owner suites, as well as three-bedroom Garden Villas measuring up to 6,694 square feet.
In addition, 13 of Norwegian’s ships offer The Haven, a key-card access enclave on the upper decks with luxurious suite
accommodations, exclusive amenities, and 24/7 butler and concierge service. The Haven guests also enjoy exclusive
access to a dedicated pool, hot tubs, sundeck, fine-dining restaurant, bar lounge and other amenities. The Haven

experience is available on Norwegian Epic, and the vessels of the Jewel, Breakaway, Breakaway Plus and Prima Class
Ships. Norwegian’s accommodations also include studio staterooms designed for solo travelers centered around a key-
card access only Studio Lounge where single travelers can interact. Recently, Norwegian expanded its solo stateroom
offerings across its entire fleet, offering more variety of staterooms priced for the solo traveler.

The spacious and elegant accommodations on Oceania Cruises’ seven award-winning ships range from 143-square foot
inside staterooms to opulent 2,400-square foot Owner Suites. The Regent fleet is comprised of six ships. Seven Seas
Voyager, Mariner, Explorer, Splendor and Grandeur feature all-suite, all-balcony accommodations, and a majority of the
accommodations on Seven Seas Navigator include balconies. The three newest ships in the Regent fleet, Seven Seas
Grandeur, Splendor and Explorer, also feature the Regent Suite, a 4,443 square-foot luxurious suite accommodation that
includes an in-suite spa retreat, a 1,300 square-foot wraparound veranda, and a glass-enclosed solarium sitting area.

Itinerary Optimization & Premium Itinerary Mix

We manage our ships’ deployments to promote a better breadth of itineraries, sell cruises further in advance and
maximize profitability while also considering our efforts to reduce greenhouse gas emissions. We offer a diverse
selection of premium itineraries with worldwide deployment and voyages ranging from three days to a 180-day around-
the-world cruise. Our vessels call on ports including Scandinavia, Northern Europe, the Mediterranean, the Greek Isles,
Alaska, Canada and New England, Hawaii, Asia, Tahiti and the South Pacific, Australia and New Zealand, Africa, India,
South America, the Panama Canal and the Caribbean. Our destination management team reviews deployments across
the fleet, either repositioning ships to new destinations or fine-tuning itineraries, with the goal of diversifying our
deployment and creating product scarcity which, in turn, leads to higher pricing.

We are also focused on destination development and have created two private destinations to enhance the shore
experience for our guests. We were the first cruise line to develop a private island, Great Stirrup Cay in The Bahamas.
This private island features over 1,500 feet of accessible beachfront with white sand beaches; over 50 cabana and villa
options; an array of shore excursions including a new over water zipline experience that extends nearly 3,000 feet in
length; and on-island food and beverage offerings. In 2019, we launched Silver Cove, the latest enhancement designed to
elevate the guest experience on Great Stirrup Cay. This exclusive oceanfront lagoon area includes private beachfront
villas, a Mandara Spa with beachfront treatments as well as the exclusive Moët & Chandon Bar and upscale Silver Cove
Restaurant and Bar. The 38 luxury air-conditioned villas range from studios to larger one-and-two-bedroom villas, all of
which include a private bathroom, daybed, club chairs, televisions with on-demand entertainment, outdoor patio and
lounge seating, retractable glass walls providing unobstructed views and access to the private beachfront lagoon. In
2016, we introduced Harvest Caye, the Company’s private resort-style destination in Southern Belize. The 75-acre
destination features Belize’s only cruise ship pier, an expansive seven-acre white sand beach, 15,000 sq. ft. pool with
swim up bar, multiple dining options and a nature center with wildlife experiences plus adventure tours.

Disciplined Fleet Expansion

For the Norwegian brand, we have four Prima Class Ships on order with currently scheduled delivery dates from 2025
through 2028. The third and fourth Prima Class Ships will be approximately 156,300 Gross Tons with 3,550 Berths and
the fifth and sixth Prima Class Ships will be approximately 169,000 Gross Tons with 3,850 Berths. For the Oceania
Cruises brand, we have an order for one Allura Class Ship to be delivered in 2025, which will be approximately
67,800 Gross Tons and 1,250 Berths. The impacts of initiatives to improve environmental sustainability, modifications
the Company has made to its newbuilds and/or other macroeconomic conditions and events have resulted in delays in
expected ship deliveries in the past. These and other impacts could result in additional delays in ship deliveries in the
future, which may be prolonged.

We believe these new ships will allow us to continue expanding the reach of our brands, position us for accelerated
growth and provide an optimized return on invested capital. We have obtained fixed-rate export-credit backed financing
which is expected to fund approximately 80% of the contract price of each ship currently scheduled to be delivered
through 2028, subject to certain conditions.

Revenue Management and Promotional Construct Strategy

Our revenue management function performs extensive analyses in order to determine booking history and uses trends by
itinerary, sailing, stateroom category, distribution channel and market segment to optimize cruise ticket revenue. Our
revenue management strategies result in a longer booking window with enhanced predictability and the opportunity to
increase prices through the booking curve.

Our promotional construct revolves around a value-add bundled product for all three brands which we believe leads to
higher quality guest bookings. The Norwegian brand’s Free at Sea program offers guests the choice of a more inclusive,
value-add experience that includes multiple amenities to customize their cruise experience, while driving higher pricing
and enhanced guest satisfaction. Oceania Cruises’ simply MORE™ program offers a range of included amenities which
can include roundtrip airfare, airport transfers and shore excursions. Regent offers an inclusive luxury experience with
unlimited shore excursions and one-night pre-cruise hotel stay among other offerings.

These strategies are designed to maximize revenue while providing value to our guests. We believe these strategies and
other initiatives executed through our distribution channels will drive sustainable growth in the number of guests carried
and in revenues achieved.

Marketing Strategy

Our marketing teams work to enhance brand awareness and consideration of our products and services among
consumers and travel partners with the ultimate goal of driving sales. We utilize a multi-channel marketing strategy that
may include a combination of print, television, radio, digital, website/e-commerce, direct mail, social media and
influencer marketing, mobile and e-mail campaigns, partnerships, customer loyalty initiatives, market research, public
relations, consumer events and business-to-business events. We continue to test, enhance and expand our use of digital
marketing, data and analytics and emerging marketing technology to drive cost efficiencies and maximize return.

Building customer loyalty among our past guests is an important element of our marketing strategy. Past guests create a
cost-effective means of attracting business, particularly to our new ships and itineraries as they are familiar with our
brands, products and services and often return to cruise with us. We will continue to optimize our customer databases
and target marketing capabilities to further enhance our communications with our past guests who receive e-mail, direct
mail and brochures with informative destination and product information and promotional amenities. Our marketing mix
includes a balance of initiatives that both allow us to build our brand awareness to attract new-to-brand customers, while
also focusing on more targeted marketing communications aimed at retaining our current loyal repeat guest base.

Continued investments in our websites and applications will be key not only to driving interest and bookings, but also to
ensuring the optimal pre-cruise planning experience offering guests the ability to shop, reserve and purchase a breadth of
onboard products and services. We have a strong communications stream that provides customized pre-cruise
information to help guests maximize their cruise experience as well as a series of communications to welcome them
home post cruise to engage them in booking their next cruise vacation with us.

Travel advisors are crucial to our marketing and distribution efforts. We provide robust marketing support and enhanced
tools for our travel advisor partners through a variety of programs. Our travel partners can benefit from our online travel
partner education programs that include a wide variety of courses about our products and experiences, itineraries and
other best-selling practices. Advisors can also easily customize a multitude of consumer marketing materials for their use
in promoting and marketing our products through our online platforms.

Guest feedback is also a critically important element in the development of our overall marketing and business
strategies. We regularly initiate guest feedback studies among both travel partners and consumers to assess the impact of
various programs and/or to solicit information that helps shape future direction of the experiences we provide.

Expand and Strengthen Our Product Distribution Channels

As part of our growth strategy, we continually look for ways to deepen and expand our sales channels.

We have strategic relationships with travel advisors and tour operators who recognize our brands as preferred partners
and dedicate resources to sell our inventory with long lead times at the highest possible prices. The retail/travel advisor
channel represents a significant portion of our ticket sales. Our travel partner base is comprised of an extensive network
of independent travel advisors worldwide. We have made substantial investments with improvements in booking
technologies, transparent pricing strategies, effective marketing tools, improved communication and cooperative
marketing initiatives to enhance and facilitate the ability of travel advisors to market and sell our products. We have
sales teams who work closely with our travel advisor partners on maximizing their marketing and sales effectiveness
across all three of our brands. Our focused account management is designed to create solutions catered to the individual
retailer through product and sales training. This education process creates a deeper understanding of all our product
offerings.

We have invested in our brands by enhancing websites, mobile applications and passenger services departments
including our personal cruise consultants, who offer personalized service throughout the process of designing cruise
vacations for our guests. We have also enhanced our capabilities to enable guests to customize their vacation experience
with certain onboard product offerings. We also utilize our onboard cruise sales channel where guests can book their
next cruise or purchase cruise certificates to apply to their next cruise while vacationing on our ships.

Our meetings, incentives and charters channel focuses on full ship charters as well as corporate meetings and incentive
travel. These sales often have very long lead times and can fill a significant portion of the ship’s capacity, or even an
entire sailing, in one transaction. Sixthman, a subsidiary company specializing in developing and delivering music and
overall festival-focused charters, provides a market to sell high-quality music and festival-at-sea experiences to guests.
To further grow and expand this channel, we introduced a new branded initiative “Experiences at Sea,” consisting of
Sixthman and the Company’s Charters, Meetings & Incentives department. Experiences at Sea focuses on corporate,
incentive and affinity-focused clients across all three of our brands.

Casino Player Strategy

We have non-exclusive arrangements with casino partners worldwide whereby loyal gaming guests are offered cruise
reward certificates redeemable for cruises. Through property sponsored events and joint marketing programs, we have
the opportunity to market cruises to these guests. These arrangements with casino partners have the dual benefit of filling
open inventory and reaching guests expected to generate above-average onboard revenue through the casino and other
onboard spending.

Strengthening Our Global Footprint

Our international efforts are aimed at strengthening our global footprint by increasing brand awareness across the globe
which allows us to diversify our guest sourcing. We maintain numerous sales offices which support sales and marketing
efforts in various markets outside of North America including the United Kingdom, Europe, Asia, Australia and Brazil.

Our Commitment to Sustainability

The continued success of our business is linked to our ability to operate and grow sustainably. We are committed to
driving a positive impact on society and the environment through our global sustainability program, Sail & Sustain. The
Sail & Sustain program is centered around five pillars: Reducing Environmental Impact, Sailing Safely, Empowering
People, Strengthening Our Communities and Operating with Integrity and Accountability. The Company’s Board of
Directors is actively engaged in overseeing the Sail & Sustain program and Environmental, Social and Governance
(“ESG”) strategy and implementation through its Technology, Environmental, Safety & Security Committee.

Reducing our environmental impact is a key component of the Sail & Sustain program. All of our ships have
environmental management systems that are certified under the International Organization for Standardization’s 14001
Standard. This voluntary standard sets requirements for the establishment and implementation of a comprehensive
environmental management system.

As part of our environmental commitment, we are pursuing net zero greenhouse gas (“GHG”) emissions by 2050 across
our operations (Scopes 1 and 2) and value chain (Scope 3). We have set interim targets to guide us on our path to net
zero and provide more details about them in our annual ESG Report.

The three components of our climate action strategy are Efficiency, Innovation and Collaboration. Each ship in our fleet
has a Shipboard Energy Efficiency Management Plan with the objective to improve the overall operating efficiency of
the ship by implementing methods for energy and fuel savings. We evaluate, monitor, and implement energy-savings
projects on our existing ships including but not limited to HVAC system upgrades, LED lighting, hydrodynamic
upgrades, and Waste Heat Recovery projects.

The path towards net zero is complex, and this effort will require significant technology advancements including
commercially viable and scalable low or zero GHG emission fuels, but we are committed to doing our part to facilitate
this transition. For example, we have successfully tested the use of biofuel blends on over 20% of our fleet as a potential
“drop-in” solution that does not require modifications to existing engines. We are also investing in shore power
technology, which with the appropriate port infrastructure would allow us to connect to onshore electrical power grids to
supply much of the power needed while docked. A total of 16 ships in our fleet, or 50%, are currently equipped with
shore power technology, and we are targeting approximately 70% of our fleet to be equipped by year-end 2025. To
prepare for a long-term transition towards net zero, we have lengthened and reconfigured the designs for the final two
Prima Class ships, expected to be delivered in 2027 and 2028, to accommodate the use of green methanol as a future fuel
source. While additional modifications will be needed to fully enable the use of green methanol, these modifications
represent an important step forward in the pursuit of net zero by 2050.

We also drive social impact through our philanthropy initiatives, partnerships and community engagement programs. As
a travel company, our success is dependent on the wellbeing and vibrancy of the destinations we visit across the globe.
We strive to be a great partner to each destination we visit, working together to find sustainable, long-term solutions for
the communities, while at the same time allowing our guests to experience all that these incredible destinations have to
offer.

We provide regular updates to our stakeholders on our sustainability efforts and promote awareness on important topics
through our Sail & Sustain program, our annual ESG report and through various communications regarding important
sustainability initiatives across distribution channels including but not limited to press releases, social media and our
corporate website. We have published disclosures aligned with the Sustainability Accounting Standards Board
framework as well as the recommendations outlined in the Taskforce on Climate-related Financial Disclosures
framework to provide additional transparency to our stakeholders. Climate-related risks, greenhouse gas information and
details of our climate action strategy are disclosed in our annual ESG report and annual submission to CDP, which can
be found on our website. For additional information regarding our sustainability initiatives, please visit our website at
www.nclhltd.com.

Highly Experienced Management Team

Our senior management team is comprised of executives with extensive experience in the cruise, travel, leisure and
hospitality-related industries. See “Information about our Executive Officers” below for more information on our highly
experienced management team.

Passenger Ticket Revenue

We offer our guests a wide variety of options when booking a cruise. Our cruise ticket prices generally include cruise
fare and an array of onboard activities and amenities, meals, entertainment and government taxes, fees and port
expenses. In some instances, cruise ticket prices include round-trip airfare to and from the port of embarkation,
complimentary beverages, unlimited shore excursions, internet, valet laundry services, pre-cruise hotel packages, as well
as pre- or post-cruise land packages at many destinations we sail to around the world. Prices vary depending on the
particular cruise itinerary, voyage length, stateroom category selected, added inclusions and the time of year that the
sailing takes place.

Onboard and Other Revenue

All three brands generate onboard and other revenue for additional products and services which are not included in the
cruise fare, including casino operations, certain food and beverage, shore excursions, gift shop purchases, spa services,
Wi-Fi services and other similar items. Food and beverage, casino operations and shore excursions are generally
managed directly by us while retail shops, spa services, art auctions and internet services may be managed through
contracts with third-party concessionaires. These contracts generally entitle us to a percentage of the gross sales derived
from these concessions. Norwegian’s ticket prices typically include cruise accommodations, meals in certain dining
facilities and many onboard activities such as entertainment, pool-side activities and various sports programs. To
maximize onboard revenue, all three brands use various cross-marketing and promotional tools which are supported by
point-of-sale systems permitting “cashless” transactions for the sale of these products and services. Oceania Cruises’
ticket prices may include air transportation and certain other amenities. Regent’s ticket prices typically include air
transportation, unlimited shore excursions, a pre-cruise hotel night stay (for concierge level and above), premium wines
and liquors, specialty restaurants, Wi-Fi, valet laundry and gratuities.

Seasonality

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, which has
resulted in fluctuations by quarter in our revenue and results of operations. The seasonality of our results is increased due
to ships being taken out of service for regularly scheduled Dry-docks, which we typically schedule during non-peak
demand periods.

Competition

Our primary competition includes operators such as Carnival and Royal Caribbean as well as other cruise lines such as
MSC Cruises, Viking Ocean Cruises and Virgin Voyages. In addition, we compete with land-based vacation alternatives,
such as hotels and resorts, vacation ownership properties, casinos, and tourist destinations throughout the world.

Ship Operations and Cruise Infrastructure

Ship Maintenance and Logistics

Sophisticated and efficient maintenance and operations systems support the technical capabilities and modern look of
our fleet. In addition to routine repairs and maintenance performed on an ongoing basis and in accordance with
applicable requirements, each of our ships is generally taken out of service, approximately every 24 to 60 months, for a
period of one or more weeks for scheduled maintenance work, repairs and improvements performed in Dry-dock. Dry-
dock interval is a statutory requirement controlled under IMO requirements reflected in chapters of the International
Convention of the Safety of Life at Seas (“SOLAS”) and to some extent the International Load Lines Convention. Under
these regulations, it is required that a passenger ship Dry-dock once in five years (depending on age of vessel) or twice
in five years (depending on flag state and age of vessel) and the maximum interval between each Dry-dock cannot
exceed three years (depending on flag state and age of vessel). However, most of our international ships qualify under a
special exemption provided by The Bahamas and/or Marshall Islands (flag state), as applicable, after meeting certain
criteria set forth by the ship’s flag state to Dry-dock once every five years. To the extent practical, each ship’s crew,
catering and hotel staff remain with the ship during the Dry-dock period and assist in performing repair and maintenance
work. Accordingly, Dry-dock work is typically performed during non-peak demand periods to minimize the adverse
effect on revenue that results from ships being out of service. Dry-docks are typically scheduled in spring or autumn and
depend on shipyard availability. We typically take this opportunity to upgrade the vessels in all areas of both guest-
facing services and innovative compliance technology.

Suppliers

Our largest capital expenditures are for ship construction and acquisition. Our largest operating expenditures are for
payroll and related (including our contract with a third party who provides certain crew services), fuel, airfare, food and

beverage, advertising and marketing and travel advisor services. Most of the supplies that we require are available from
numerous sources at competitive prices. In addition, due to the large quantities that we purchase, we can obtain favorable
prices for many of our supplies. Our purchases for ship construction expenditures are generally denominated in euros
and other purchases are denominated primarily in U.S. dollars. Payment terms granted by the suppliers are generally
customary terms for the cruise industry.

Crew and Staff

Best-in-class guest service levels are paramount in the markets in which we operate, where travelers have discerning
tastes and high expectations for quality service. We have dedicated resources to ensure that our service offerings on all
of our ships meet the demands of our guests. Among other initiatives, we have implemented rigorous onboard training
programs, with a focus on career development. We believe that our dedication to anticipating and meeting our guests’
every need differentiates our operations and fosters close relationships between our guests and crew, helping to build
customer loyalty.

We place the utmost importance on the safety of our guests, crew and the communities we visit. We operate all our
vessels to meet and exceed the requirements of SOLAS and International Management Code for the Safe Operation of
Ships and for Pollution Prevention (“ISM Code”), the international safety standards which govern the cruise industry.
Crew members are trained in the Company’s stringent safety protocols, participating in regular safety trainings, exercises
and drills onboard every one of our ships to familiarize themselves and become proficient with the safety equipment
onboard. In order to expand our public health protocols, we have developed Infectious Disease Management Protocols
that our crew members are trained on prior to returning to service. These policies and protocols were certified and
audited to DNV’s Certification in Infection Prevention which further enhances our outbreak prevention and response to
all types of infectious disease including, but not limited to COVID-19, norovirus, acute gastroenteritis, influenza and
influenza-like illnesses.

Additional support to the above is provided to crew members with the NCLH Wellness at Sea initiative to create a
wellness-conscious work environment on the vessels. We are committed to providing crew members with guidelines,
resources, and activities for educational purposes and to guide them to achieve optimal wellness. Topics in this initiative
address nutrition, physical activity, sleep and stress management and alcohol and tobacco awareness to name a few.

Our captains and chief engineers are experienced seafarers. Our bridge and technical officers regularly undergo rigorous
operations training such as leadership, navigation, stability, statutory and environmental regulatory compliance. To
support our deck and engine officers while at sea, we have bridge and engine protocols and support documentation in
place, dictating specific standard operating procedures. Our bridge teams conduct a voyage planning process prior to
sailing, where the upcoming itinerary is reviewed and discussed by the captain and bridge team prior to departure and in
preparation for arrival. In addition, all of our ships employ state-of-the-art navigational equipment and technology to
ensure that our bridge teams have accurate data regarding the planned itinerary.

Prior to every cruise setting sail, we show a safety video, which runs continuously on the stateroom televisions, and
familiarize guests with their muster stations and important safety information. Our fleet is equipped with modern
navigational control and fire prevention and control systems. We have developed a Safety Management System
(“SMS”), which establishes policies, procedures, training, qualification, quality, compliance, audit and self-improvement
standards. SMS also provides real-time reports and information to support the fleet and risk management decisions.
Through these systems, our senior managers, as well as ship management, can focus on consistent, high-quality
operation of the fleet. Our SMS is approved and audited regularly by our classification society, Lloyds Register, and it
also undergoes regular internal audits as well as periodic inspections by the U.S. Coast Guard, flag state and other port
and state authorities.

Insurance

We maintain insurance on the hull and machinery of our ships, which are maintained in amounts related to the estimated
market value of each ship. The coverage for each of the hull and machinery policies is maintained with syndicates of
insurance underwriters from the European and U.S. insurance markets.

In addition to the insurance coverage on the hull and machinery of our ships, we seek to maintain comprehensive
insurance coverage and believe that our current coverage is at appropriate levels to protect against most of the accident-
related risks involved in the conduct of our business. The insurance we carry includes:

• Protection and indemnity insurance (coverage for passenger, crew and third-party liabilities), including

insurance against risk of pollution liabilities;

• War risk insurance, including terrorist risk insurance. The terms of our war risk policies include provisions

where underwriters can give seven days’ notice to the insured that the policies will be cancelled in the event of
a change of risk which is typical for policies in the marine industry. Upon any proposed cancellation the insurer
shall, before expiry of the seven-day period, submit new terms; and

•

Insurance for our shoreside property, cybersecurity, directors and officers, general liability risks and other
insurance coverages.

Our insurance coverage, including those noted above, is subject to certain limitations, exclusions and deductible levels.

Trademarks and Trade Names

Under the Norwegian brand, we own a number of registered trademarks relating to, among other things, the names
“NORWEGIAN CRUISE LINE” and “FEEL FREE,” the names of our ships (except where trademark applications for
these have been filed and are pending), incentive programs and specialty services rendered on our ships and specialty
accommodations such as “THE HAVEN BY NORWEGIAN.” In addition, we own registered trademarks relating to the
“FREESTYLE” family of names, including, “FREESTYLE CRUISING,” “FREESTYLE DINING” and “FREESTYLE
VACATION.” We believe that these trademarks are widely recognized throughout North America, Europe and other
areas of the world and have considerable value.

Under the Oceania Cruises brand, we own a number of registered trademarks relating to, among other things, the names
“OCEANIA CRUISES” and its logo, “REGATTA,” “INSIGNIA,” and “YOUR WORLD. YOUR WAY.”

Under the Regent brand, we own registered trademarks relating to, among other things, the names “SEVEN SEAS
CRUISES” and “AN UNRIVALED EXPERIENCE” as well as the names of our ships (except where trademark
applications have been filed and are pending).

We also claim common law rights in trademarks and trade names used in conjunction with our ships, incentive
programs, customer loyalty program and specialty services rendered onboard our ships for each of our brands.

The Regent ships have been operating under the Regent brand since 2006. We entered into a trademark license
agreement with Regent Hospitality Worldwide, Inc., which we amended in February 2011, granting us the right to use
the “Regent” brand family of marks. The amended trademark license agreement allows Regent to use the Regent trade
name, in conjunction with cruises, in perpetuity, subject to the terms and conditions in the agreement.

Regulatory Matters

Registration of Our Ships

Twenty-one of the ships that we currently operate are registered in The Bahamas. One of our ships, Pride of America, is
a U.S.-flagged ship. Ten of our ships are registered in the Marshall Islands. Our ships registered in The Bahamas and the
Marshall Islands are inspected at least annually pursuant to Bahamian and Marshall Islands requirements and are subject
to International laws and regulations and to various U.S. federal regulatory agencies, including, but not limited to, the
U.S. Public Health Service and the U.S. Coast Guard. Our U.S.-registered ship is subject to laws and regulations of the
U.S. federal government, including, but not limited to, the Food and Drug Administration (“FDA”), the U.S. Coast
Guard and U.S. Department of Labor. The international, national, state and local laws, regulations, treaties and other

legal requirements applicable to our operations change regularly, depending on the itineraries of our ships and the ports
and countries visited.

Our ships are subject to inspection by the port regulatory authorities in the various countries that they visit. Such
inspections include verification of compliance with the maritime safety, security, environmental, customs, immigration,
health and labor regulations applicable to each port as well as with international requirements.

Economic Substance Requirements

NCLH and NCLC are exempted companies formed under the laws of Bermuda and some of their subsidiaries have been
formed or continued in Bermuda, Guernsey, Isle of Man, British Virgin Islands, St. Lucia or The Bahamas. Pursuant to
the legislation passed in each jurisdiction, entities subject to each jurisdiction’s laws that carry out relevant activities as
specified in such laws, are required to demonstrate adequate economic substance in that jurisdiction. In general terms,
adequate economic substance means: (i) the entity is actually directed and managed in the jurisdiction; (ii) core income-
generating activities relating to the applicable relevant activity are performed in the jurisdiction; (iii) there are adequate
employees in the jurisdiction; (iv) the entity maintains adequate physical presence in the jurisdiction; and (v) there is
adequate operating expenditure in the jurisdiction. We have evaluated the activities of NCLH, NCLC and their
subsidiaries and have concluded that in some cases, those activities are 'relevant activities' for the purposes of the
applicable economic substance laws and that, consequently, certain entities within our organization will be required to
demonstrate compliance with these economic substance requirements. We have in the past and may in the future be
subject to increased costs and our management team may be required to devote significant time to satisfying economic
substance requirements in certain of these jurisdictions. If such entities cannot establish compliance with these
requirements, we may be liable to pay additional penalties and fines in the applicable jurisdictions and/or required to re-
domicile such entities to different jurisdictions. We are taking steps to meet Bermuda Economic Substance requirements
and we expect to meet these requirements in 2024.

Environmental Protection

Our ships are subject to various international, national, state and local laws and regulations relating to environmental
protection, including those that govern air emissions, waste discharge, wastewater management and disposal, and use
and disposal of hazardous substances such as chemicals, solvents and paints. Under such laws and regulations, we are
prohibited from discharging certain materials, such as petrochemicals and plastics, into waterways, and we must adhere
to various water and air quality-related requirements. The International Convention for the Prevention of Pollution from
Ships (“MARPOL”) is the main international convention covering prevention of pollution of the marine environment by
ships from operational or accidental causes, and currently contains six annexes, four of which are applicable to cruise
ships.

With regard to air quality requirements, MARPOL Annex VI sets a global limit on fuel sulfur content of 0.5%. Various
compliance methods, such as the use of alternative fuels, or exhaust gas cleaning systems that reduce an equivalent
amount of sulfur oxide (“SOx”) emissions may be utilized. Annex VI also requires stricter limitations on sulfur
emissions within designated Emission Control Areas (“ECAs”), which include the Baltic Sea, the North Sea/English
Channel, North American waters and the U.S. Caribbean Sea. Ships operating in these waters are required to use fuel
with a sulfur content of no more than 0.1% or use approved alternative emission reduction methods. ECAs have also
been established to limit emissions of oxides of nitrogen (“NOx”) from newly built ships with keel lay dates after
January 1, 2016. Under MARPOL Annex VI Regulation 14, the Mediterranean Sea will become an ECA with new limits
on SOx taking effect on May 1, 2025. Additional ECAs may also be established in the future, with areas around Norway
and Japan being considered.

Ballast water discharges are governed by the MARPOL Ballast Water Management Convention, which came into force
in 2017 (the “Convention”), and which governs the discharge of ballast water from ships. Ballast water, which is
seawater held onboard ships and used for stabilization, may contain a variety of marine species. The Convention is
designed to regulate the treatment and discharge of ballast water to avoid the transfer of marine species to new, different,
or potentially unsuitable environments. Applicable vessels sailing in specific itineraries have also been upgraded with
ballast water treatment systems to further prevent the spread of invasive species.

MARPOL also sets forth requirements for discharges of garbage, oil and sewage from ships, including regulations
regarding the ships’ equipment and systems for the control of such discharges, and the provision of port reception
facilities for sewage handling. Ships are generally prohibited from discharging sewage into the sea within a specified
distance from the nearest land. Governments are required to ensure the provision of adequate reception facilities at ports
and terminals for the reception of sewage, without causing delay to ships. Ships are required to be equipped with either
approved sewage treatment plants, disinfecting systems or sewage holding tanks.

Amendments to MARPOL have made the Baltic Sea a MARPOL Annex IV “Special Area” where sewage discharges
from passenger ships are prohibited unless they comply with Resolution MEPC 227(64) adopted by the Marine
Environmental Protection Committee (“MEPC”) of the IMO. Stricter discharge restrictions went into effect for new
passenger ships in 2019, and for existing passenger ships in 2021.

In the U.S., the Clean Water Act of 1972, and other laws and regulations, provide the Environmental Protection Agency
(“EPA”) and the U.S. Coast Guard with the authority to regulate commercial vessels’ incidental discharges of ballast
water, bilge water, gray water, anti-fouling paints and other substances during normal operations while a vessel is in
inland waters, within three nautical miles of land, and in designated federally-protected waters. The U.S. National
Pollutant Discharge Elimination System (“NPDES”) program, authorized by the Clean Water Act, was established to
reduce pollution within U.S. territorial waters. For our affected ships, all of the NPDES requirements are set forth in the
EPA’s Vessel General Permit (“VGP”). The VGP establishes effluent limits for 26 specific discharge streams incidental
to the normal operation of a vessel. In addition to these discharge- and vessel-specific requirements, the VGP includes
requirements for inspections, monitoring, reporting and recordkeeping. In 2018, the Vessel Incidental Discharge Act
(“VIDA”), which will eventually replace the VGP, was signed into law, and the EPA published a notice of proposed
rulemaking in 2020 and a supplemental notice of proposed rulemaking in 2023 to establish national standards of
performance under VIDA that would apply to 20 different types of vessel equipment and systems, as well as general
discharge standards that would apply to all types of vessel incidental discharges within 12 nautical miles of the United
States. The VGP has been administratively extended while standards under VIDA are being developed. With certain
exceptions, VIDA requires that the new standards be at least as stringent as the VGP requirements. The Act to Prevent
Pollution from Ships, which implements certain elements of MARPOL in the U.S., provides for potentially severe civil
and criminal penalties related to ship-generated pollution for incidents in U.S. waters within three nautical miles of land
and, in some cases, within the 200-nautical mile Exclusive Economic Zone (“EEZ”).

The Oil Pollution Act of 1990 (“OPA 90”) provides for strict liability for water pollution caused by the discharge of oil
in the 200-nautical mile EEZ of the U.S., subject to defined monetary limits. OPA 90 requires that in order for us to
operate in U.S. waters, we must have Certificates of Financial Responsibility (“COFR”) from the U.S. Coast Guard for
each ship. Our continued OPA 90 certification signifies our ability to meet the requirements for related OPA 90 liability
in the event of an oil spill or release of a hazardous substance.

Many coastal U.S. states have also enacted environmental regulations that impose strict liability for removal costs and
damages resulting from a discharge of oil or a release of a hazardous substance. These laws may be more stringent than
U.S. federal law and, in some cases, the laws have no statutory limits of liability. Among the most stringent requirements
are those set by the State of Alaska, which has enacted legislation that prohibits certain discharges in designated state
waters and requires that certain discharges be monitored to verify compliance with the established standards. The
legislation also provides that repeat violators of the regulations could be prohibited from operating in Alaskan waters.

The European Union (“E.U.”) has also adopted a substantial and diverse range of environmental measures aimed at
improving the quality of the environment. To support the implementation and enforcement of European environmental
legislation, the E.U. has adopted directives on environmental liability and enforcement as well as a recommendation
providing for minimum criteria for environmental inspections.

With regard to air emissions from seagoing ships, the E.U. requires the use of low sulfur (less than 0.1%) marine gas oil
in E.U. ports. All non-ECA waters have a 0.5% fuel sulfur limit.

The European Commission has also implemented regulations aimed at reducing GHG emissions from maritime shipping
through a Monitoring, Reporting and Verification (“MRV”) regulation, which requires ships over 5,000 Gross Tons to

monitor and report carbon emissions on all voyages to, from and between E.U. ports as well as ports in the European
Economic Area (“EEA”). As of January 1, 2024, the E.U. MRV regulation is requiring carbon dioxide, methane, and
nitrous oxide emissions to be reported.

As part of its Fit for 55 package, the E.U. is in the process of adopting several rules aimed at reducing GHG emissions.
Two of the mechanisms that are being used to achieve emissions reductions are the Emissions Trading System (“ETS”)
and the FuelEU Maritime Initiative. We expect to have increased costs associated with the Fit for 55 regulations but are
not able to quantify the impact yet as the impact will depend on future market pricing. In addition, strategies to reduce
GHG emissions as well as ship deployment modifications could mitigate the impact of these regulations.

• ETS: The maritime transport sector was approved to be included in the scope of the ETS. Effective

January 2024, ships over 5,000 Gross Tons that transport passengers or cargo to or from E.U. or EEA ports are
required to purchase and surrender emissions allowances equivalent to emissions for all or a half of a covered
voyage, depending on whether the voyage was between two E.U. or EEA ports or an E.U. or EEA and a non-
E.U. or EEA port. The requirements will be phased in from 2024 to 2026. Covered entities are required to
procure and surrender allowances equivalent to 40% of their verified carbon emissions from 2024, with the
amount increasing to 70% of carbon emissions from 2025 and 100% of GHG emissions from 2026, with
allowances to be surrendered by September in the following year. The costs associated with the purchase of
allowances are variable and depend on future market movements, and the number of allowances we will be
required to purchase will be influenced by our decarbonization efforts; however, the costs are not expected to
have a material impact on net income as a portion will be collected from passengers.

• FuelEU Maritime Initiative: Adopted in 2023, the FuelEU regulation sets a maximum limit on the annual
average GHG intensity of onboard energy usage for ships over 5,000 Gross Tons arriving at, sailing in or
departing from ports in the E.U. or EEA, based on 2020 reference levels. The reduction required will become
progressively stricter over time starting with a 2% intensity reduction in 2025 to as much as 80% intensity
reduction by 2050. Other key components of the regulation include requirements for connecting to onshore
power grids in Trans-European Transport Network ports by 2030 as well as targets for the use of renewable
fuels of non-biological origin. The new rules will apply from January 1, 2025, and there are financial penalties
for non-compliance.

The IMO implemented a variety of measures to support the targets of the initial 2018 GHG strategy. In 2021, the IMO
adopted two new requirements, which went into effect in 2023, the Carbon Intensity Indicator (the “CII”) and Energy
Efficiency Ship Index (the “EEXI”). The CII is an operational metric designed to measure how efficiently a ship
transports goods or passengers by looking at carbon dioxide emissions per nautical mile. Ships are given an annual rating
from A to E with a C or better required for compliance. For ships that receive a D rating for three consecutive years, or
an E rating for one year, a corrective action plan will need to be developed and approved. Beginning in 2023, ships are
now required to reduce carbon intensity by 5% from a 2019 baseline, with 2% incremental improvements each year
thereafter until 2030. The enforcement mechanism for CII has not yet been defined. The EEXI is a one-time design re-
certification requirement that updates energy efficiency requirements for existing ships and regulates carbon dioxide
emissions related to installed engine power, transport capacity and ship speed. Ongoing compliance with the EEXI is not
expected to have a material impact on our operations.

In 2023, the IMO revised its 2018 GHG strategy with three ambitions: a reduction in carbon intensity of international
shipping by at least 40% by 2030, compared to 2008; an uptake of zero or near-zero GHG emission technologies, fuel
and/or energy sources to represent at least 5%, striving for 10%, of the energy used by 2030; and, GHG emissions from
international shipping to reach net zero by or around 2050. The strategy also set out indicative checkpoints, both relative
to 2008, including a reduction of the total annual GHG emissions from international shipping by at least 20%, striving
for 30%, by 2030, and by at least 70%, striving for 80%, by 2040. The IMO also decided to develop a basket of
measures to support the revised ambitions consisting of two parts: a technical element which will be a goal-based marine
fuel standard regulating the phased reduction of marine fuel GHG intensity, and an economic element which may be
some form of a maritime GHG emissions pricing mechanism. The IMO will continue to develop these measures and
according to the agreed timeline, the measures are expected to be adopted in 2025 and enter into force in around
mid-2027.

Compliance with such laws and regulations has resulted in increased costs to our Company and is expected to entail
significant expenses for a combination of: ship modifications, purchases of emissions allowances, alternative fuels and
higher-cost compliant newbuilds. Compliance is also expected to result in changes to our operating procedures,
including limitations on our ability to operate in certain locations and slowing the speed of our ships, and may render
some ships obsolete, which would adversely impact our operations. These issues are, and we believe will continue to be,
areas of focus by the relevant authorities throughout the world. This could result in the enactment of more stringent
regulation of cruise ships that would subject us to increasing compliance costs in the future. Some environmental groups
continue to lobby for more stringent restrictions of cruise ships and have generated negative publicity about the cruise
industry and its environmental impact.

If we violate or fail to comply with environmental laws, regulations or treaties, we could be fined or otherwise
sanctioned by regulators. We have made, and will continue to make, capital and other expenditures to comply with
changing environmental laws, regulations and treaties. Any fines or other sanctions for violation or failure to comply
with environmental requirements or any expenditures required to comply with environmental requirements could have a
material adverse effect on our business, operations, cash flow or financial condition. We expect to make material
investments in our business to comply with these laws and regulations; however, the total impact cannot be determined
as we are evaluating our compliance plans.

We refer you to “—Our Mission, Competitive Strengths & Business Strategies — Our Commitment to Sustainability”
for information related to our Environmental, Social and Governance strategy.

Permits for Glacier Bay, Alaska

In connection with certain Alaska cruise operations, we rely on concession permits from the U.S. National Park Service
to operate our ships in Glacier Bay National Park and Preserve. We currently hold a concession permit allowing for
41 calls annually through September 30, 2029.

Passenger and Crew Well-Being

In the U.S., we must meet the U.S. Public Health Service’s requirements, which include vessel ratings by inspectors
from the Vessel Sanitation Program of the CDC and the FDA. In addition, the cruise industry and the U.S. Public Health
Service have agreed on regulations for food, water and hygiene, aimed at proactively protecting the health of travelers
and preventing illness transmission to U.S. ports.

We continue to work directly with the CDC Maritime Unit as well as other health regulatory authorities, such as E.U.
Healthy Gateways, to adjust our infectious disease (COVID-19, influenza, noro virus) response protocols.

Security and Safety

The IMO has adopted safety standards as part of the SOLAS convention, which apply to all our ships. SOLAS
establishes requirements for vessel design, structural features, construction methods and materials, refurbishment
standards, life-saving equipment, fire protection and detection, safe management and operation and security in order to
help ensure the safety and security of our guests and crew. All our crew undergo regular security and safety training
exercises pursuant to international and national maritime regulations.

SOLAS requires that all cruise ships are certified as having safety procedures that comply with the requirements of the
International Management Code for the Safe Operation of Ships and for Pollution Prevention (“ISM Code”). All of our
ships are certified as to compliance with the ISM Code. Each such certificate is granted for a five-year period and is
subject to periodic verification.

The SOLAS requirements are amended and extended by the IMO from time to time. For example, the International Port
and Ship Facility Code (“ISPS Code”) was adopted by the IMO in December 2002 with the goal of strengthening
maritime security by placing new requirements on governments, port authorities and shipping companies.

Amendments to SOLAS required that ships constructed in accordance with pre-1974 SOLAS requirements install
automatic sprinkler systems. IMO adopted an amendment to SOLAS which requires partial bulkheads on stateroom
balconies to be of non-combustible construction. The SOLAS regulation implemented Long-Range Identification and
Tracking. All our ships are in compliance with the requirements of SOLAS as amended and/or as applicable to the
keel- laying date.

In addition to the requirements of the ISPS Code, the U.S. Congress enacted the Maritime Transportation Security Act of
2002 (“MTSA”) which implements a number of security measures at ports in the U.S. including measures that apply to
ships registered outside the U.S. while docking at ports in the U.S. The U.S. Coast Guard has published MTSA
regulations that require a security plan for every ship entering the territorial waters of the U.S., provide for identification
requirements for ships entering such waters and establish various procedures for the identification of crew members on
such ships. The Transportation Workers Identification Credential is a U.S. requirement for accessibility into and onto
U.S. ports and U.S.-flagged ships.

Maritime-Labor

In 2006, the International Labor Organization (“ILO”), an agency of the United Nations that develops and oversees
international labor standards, adopted a new Consolidated Maritime Labor Convention (“MLC 2006”). MLC 2006
contains a comprehensive set of global standards based on those that are already found in 68 maritime labor Conventions
and Recommendations adopted by the ILO since 1920. MLC 2006 includes a broad range of requirements, such as a
broader definition of a seafarer, minimum age of seafarers, medical certificates, recruitment practices, training,
repatriation, food, recreational facilities, health and welfare, hours of work and rest, accommodations, wages and
entitlements. MLC 2006 added requirements not previously in effect, in the areas of occupational safety and health.
MLC 2006 became effective in certain countries commencing August 2013. The Standard of Training Certification and
Watch Keeping for Seafarers, as amended (“STCW”), establishes minimum standards relating to training, certification
and watch-keeping for our seafarers.

Financial Requirements

The Federal Maritime Commission (“FMC”) requires evidence of financial responsibility for those offering
transportation on passenger ships operating out of U.S. ports to indemnify passengers in the event of non-performance of
the transportation. Accordingly, each of our three brands is required to maintain a $32.0 million third-party performance
guarantee in respect of liabilities for non-performance of transportation and other obligations to passengers. The
guarantee requirements are subject to additional consumer price index-based adjustments.

In addition, our brands have a legal requirement to maintain security guarantees based on cruise business originated from
the U.K., and certain jurisdictions require us to establish financial responsibility to meet liability in the event of non-
performance of our obligations to passengers from those jurisdictions. As of December 31, 2023, we have in place
approximately £62.4 million of security guarantees for our brands as well as a consumer protection policy covering up to
£107.9 million. The Company has provided approximately $1.5 million in cash to secure all the financial security
guarantees required.

Compliance with these regulations has had an impact on our financial condition. From time to time, various other
regulatory and legislative changes have been or may in the future be proposed that may have an effect on our operations
in the U.S. and the cruise industry in general. We cannot estimate the expenses we may incur to comply with potential
new laws or changes to existing laws, or the other potential effects these laws may have on our business.

For information regarding risks associated with our compliance with legal and regulatory requirements, see “Part I
Item 1A-Risk Factors” in this Annual Report, including the risk factor titled “We are subject to complex laws and
regulations, including environmental, health and safety, labor, data privacy and protection and maritime laws and
regulations, which could adversely affect our operations and certain recently introduced laws and regulations and future
changes in laws and regulations could lead to increased costs and/or decreased revenue.”

Taxation

U.S. Income Taxation

The following discussion is based upon current provisions of the Internal Revenue Code (the “Code”), U.S. Treasury
regulations, administrative rulings and court decisions, all of which are subject to change, possibly with retroactive
effect. Changes in these authorities may cause the tax consequences to vary substantially from the consequences
described below.

Exemption of International Shipping Income under Section 883 of the Code

Under Section 883 of the Code (“Section 883”) and the related regulations, a foreign corporation will be exempt from
U.S. federal income taxation on its U.S.-source income derived from the international operation of ships (“shipping
income”) if: (a) it is organized in a qualified foreign country, which is one that grants an “equivalent exemption” from
tax to corporations organized in the U.S. in respect of each category of shipping income for which exemption is being
claimed under Section 883; and (b) either: (1) more than 50% of the value of its stock is beneficially owned, directly or
indirectly, by qualified shareholders, which includes individuals who are “residents” of a qualified foreign country;
(2) one or more classes of its stock representing, in the aggregate, more than 50% of the combined voting power and
value of all classes of its stock are “primarily and regularly traded on one or more established securities markets” in a
qualified foreign country or in the U.S. (the “publicly-traded test”); or (3) it is a “controlled foreign corporation” (a
“CFC”) for more than half of the taxable year and more than 50% of its stock is owned by qualified U.S. persons for
more than half of the taxable year (the “CFC test”). In addition, U.S. Treasury Regulations require a foreign corporation
and certain of its direct and indirect shareholders to satisfy detailed substantiation and reporting requirements.

NCLH is incorporated in Bermuda, which is a qualified foreign country that grants an equivalent exemption, and NCLH
meets the publicly-traded test because its ordinary shares were primarily and regularly traded on the New York Stock
Exchange (“NYSE”). The NYSE is considered to be an established securities market in the United States. Therefore, we
believe that NCLH qualifies for the benefits of Section 883.

We believe and have taken the position that substantially all of NCLH’s income, including the income of its ship-owning
subsidiaries, is properly categorized as shipping income, and that we do not have a material amount of non-qualifying
income. It is possible, however, that the IRS’ interpretation of shipping income could differ from ours and that a much
larger percentage of our income does not qualify (or will not qualify) as shipping income. Moreover, the exemption for
shipping income is only available for years in which we will satisfy complex tests under Section 883. There are factual
circumstances beyond our control, including changes in the direct and indirect owners of NCLH’s ordinary shares,
which could cause NCLH or its subsidiaries to lose the benefit of the exemption under Section 883. Further, any changes
in our operations could significantly increase our exposure to taxation on shipping income, and we can give no
assurances on this matter.

Under certain circumstances, changes in the identity, residence or holdings of NCLH’s direct or indirect shareholders
could cause NCLH’s ordinary shares not to be regularly traded on an established securities market within the meaning of
the regulations under Section 883. Therefore, as a precautionary matter, NCLH has provided protections in its bye-laws
to reduce the risk of such changes impacting our ability to meet the publicly-traded test by prohibiting any person from
owning, directly, indirectly or constructively, more than 4.9% of NCLH’s ordinary shares unless such ownership is
approved by NCLH’s Board of Directors (the “4.9% limit”). Any outstanding shares held in excess of the 4.9% limit will
be transferred to and held in a trust.

For 2023, 2022 and 2021, both Regent and Oceania Cruises relied on NCLH’s ability to meet the requirements necessary
to qualify for the benefits of Section 883 as discussed above.

Taxation of International Shipping Income Where Section 883 of the Code is Inapplicable

Unless exempt from U.S. federal income taxation, a foreign corporation is subject to U.S. federal income tax in respect
of its “shipping income” that is derived from sources within the United States. If we fail to qualify for the exemption
under Section 883 in respect of our U.S.-sourced shipping income, or if the provision was repealed, then we will be
subject to taxation in the U.S. on such income.

Generally, “shipping income” is any income that is derived from the use of vessels, from the hiring or leasing of vessels
for use on a time, voyage or bareboat charter basis or from the performance of services directly related to those uses. For
these purposes, shipping income attributable to transportation that begins or ends, but that does not both begin and end,
in the United States, which we refer to as “U.S.-source shipping income,” will be considered to be 50% derived from
sources within the United States.

If we do not qualify for exemption under Section 883, or if the provision was repealed, then any U.S.-sourced shipping
income or any other income that is considered to be effectively connected income would be subject to U.S. federal
corporate income taxation on a net basis (generally at a 21% rate) and state and local taxes, and our effectively
connected earnings and profits may also be subject to an additional branch profits tax and branch-level interest tax of
30%, unless a lower treaty rate applies (the “Net Tax Regime”). Our U.S.-source shipping income is considered
effectively connected income if we have, or are considered to have, a fixed place of business in the United States
involved in the earning of U.S.-source shipping income, and substantially all of our U.S.-source shipping income is
attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with
repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.

If we do not have a fixed place of business in the U.S. or substantially all of our income is not derived from regularly
scheduled transportation, the income will generally not be considered to be effectively connected income. In that case,
we would be subject to a special 4% tax on our gross U.S.-source shipping income (the “4% Tax Regime”).

Other United States Taxation

U.S. Treasury Regulations list several items of income which are not considered to be incidental to the international
operation of ships and, to the extent derived from U.S. sources, are subject to U.S. federal income taxes under the Net
Tax Regime discussed above. Income items considered non-incidental to the international operation of ships include
income from the sale of single-day cruises, shore excursions, air and other transportation, and pre- and post-cruise land
packages. We believe that substantially all of our income currently derived from the international operation of ships is
shipping income.

Income from U.S.-flagged Operations

Income derived from our U.S.-flagged operation generally will be subject to U.S. corporate income taxes both at the
federal and state levels. In addition, any dividends paid by our U.S.-flagged operations to NCLC would be considered
subject to a dividend withholding tax of 30%. In 2023, we expect that such income will not be subject to U.S. branch
profits tax nor a U.S. dividend withholding tax under the U.S.-U.K. Income Tax Treaty.

Bermuda Income Taxation

Previously, NCLH, NCLC and their Bermuda subsidiaries obtained an assurance from the Minister of Finance of
Bermuda under the Exempted Undertakings Tax Protection Act 1966 that, in the event that any legislation was enacted
in Bermuda imposing any tax, including tax on profits or income among others, such tax would not be applicable to
them until March 31, 2035. Such assurances were superseded by the passage of new legislation as described below.

On December 27, 2023, the Corporate Income Tax Act 2023 (“the Bermuda Act”) was enacted in Bermuda. Under the
Bermuda Act, the corporate income tax will be determined based on a statutory tax rate of 15% effective for fiscal years
beginning on or after January 1, 2025. The corporate income tax will apply only to Bermuda tax resident businesses that
are part of multinational enterprise groups with €750 million or more in annual revenues in at least two of the four fiscal
years immediately preceding the year in question. Although the Government of Bermuda has already released limited
guidance with respect to specific provisions of the Bermuda Act, it is anticipated that further administrative guidance as
well as regulatory guidance will be released over the course of the 2024 calendar year and beyond.

The Bermuda Act provides for an international shipping income exclusion. In order for a Bermuda entity’s international
shipping income to qualify for the exclusion, the entity must demonstrate that the strategic or commercial management
of all ships concerned is effectively carried on from or within Bermuda. NCLH expects it will meet the necessary
requirements to qualify for the international shipping income exclusion during 2024.

Additionally, the Bermuda Act provides for companies to be able to offset 80% of their Bermuda taxable income with
any tax loss deductions available on an annual basis. The Bermuda Act provides for opening tax loss carryforwards
based on the Bermuda taxable income (loss) results of the individual Bermuda entities in the five fiscal years prior to the
enactment date, which includes 2020 through 2024 calendar years for Norwegian, which can be carried forward
indefinitely. Refer to Note 12 – “Income Taxes” for more information.

U.K. Income Taxation

NCLH and NCLC migrated their tax residency from the United Kingdom to Bermuda on December 31, 2023.
Therefore, NCLH and NCLC were subject to normal U.K. corporation tax through December 31, 2023.

Certain State, Local and Non-U.S. Tax Matters

We may be subject to state, local and non-U.S. income or non-income taxes in various jurisdictions, including those in
which we transact business, own property or reside. We may be required to file tax returns in some or all of those
jurisdictions. Our state, local or non-U.S. tax treatment may not conform to the U.S. federal income tax treatment
discussed above. We may be required to pay non-U.S. taxes on dispositions of foreign property, or operations involving
foreign property may give rise to non-U.S. income or other tax liabilities in amounts that could be substantial.

Changes in Tax Laws

The various tax regimes to which we are currently subject result in a relatively low effective tax rate on our worldwide
income. These tax regimes, however, are subject to change, possibly with retroactive effect. Legislation has been
proposed in the past that would eliminate the benefits of the exemption from U.S. federal income tax under Section 883
and subject all or a portion of our shipping income to taxation in the U.S. Moreover, we may become subject to new tax
regimes and may be unable to take advantage of favorable tax provisions afforded by current or future law including
exemption of branch profits and dividend withholding taxes under the U.S.-U.K. Income Tax Treaty on income derived
in respect of our U.S.-flagged operation. For example, the OECD and numerous jurisdictions have had an increased
focus on issues concerning the taxation of multinational businesses and have adopted several related reforms including
the implementation of a global minimum tax rate of at least 15% for large multinational businesses starting January 1,
2024 or later, which could have a negative effect on our business, financial condition and results of operations. As a
result of these developments in global tax reform, during the fourth quarter of 2023, the Company realigned its
organizational structure in Bermuda due to the inclusion of the international shipping income exclusion in the Bermuda
Act, which we believe provides an ability for the Company to exempt a significant amount of its income. We expect
global tax reform will continue to evolve over the coming years, and we will continue to monitor any new developments
and assess impacts to the Company.

Human Capital

Our people are the driving force of our past, current and future success. We aim to empower our team members
worldwide, providing them opportunities to grow and develop and comprehensive benefits that support them to thrive
both physically and mentally. We believe this commitment to empower people allows us to attract and retain top talent,
while simultaneously providing robust career development opportunities that ultimately result in significant value to our
Company. Reflecting this commitment, Norwegian Cruise Line Holdings Ltd. was recognized by Forbes with inclusion
on its 2023 list of World’s Best Employers and by Newsweek with inclusion on its 2024 list of America’s Greatest
Workplaces for Diversity.

In 2023, the company reinforced our commitment to culture by redefining our culture value anchors of Collaboration,
Innovation, Transparency and Passion. We have prioritized developing and expanding the culture framework
throughout the organization for 2024. We believe our culture and commitment to our team members attract and retain
top talent, while simultaneously providing robust career development opportunities that ultimately results in significant
value to our Company and its shareholders.

Demographics

As of December 31, 2023, we employed approximately 5,100 full-time employees worldwide in our shoreside
operations and approximately 35,900 shipboard employees. Regent and Oceania Cruises’ ships use a third party to
provide additional hotel and restaurant staffing onboard. We refer you to “Item 1A—Risk Factors— Our 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” for more information regarding our
relationships with union employees and our collective bargaining agreements that are currently in place.

Diverse and Inclusive Culture

Our Company is committed to fostering an inclusive workforce, where diverse backgrounds are represented, engaged
and empowered to generate and execute on innovative ideas. This commitment is also demonstrated by our Board of
Directors, which is 50% diverse with three female directors and one director from an under-represented minority
community.

Our Company operates globally, with team members representing over 110 countries. To foster a diverse and inclusive
culture, we seek to leverage the talents of all team members and commit to equal employment opportunity (“EEO”) as
detailed in our Company’s EEO policy. We have long-term partnerships with the National Diversity Council, sponsoring
the Florida Diversity Council and its South Florida local chapter. We have established shoreside employee resource

groups, such as the Veterans Task Force, Elevate (Women in Leadership) and Embrace (Diversity in Leadership), to
support our team members and to serve as a feedback channel for employees. In 2023, following listening sessions with
team members, NCLH PRIDE was established as a new resource group for our LGBTQ+ community and its allies.

As of December 31, 2023, the composition of our workforce was as follows:

Gender diversity (1)
All shoreside team members
Shoreside Managers/above
All shipboard team members
3-stripe/above (equivalent to Manager level)

Male %
41%
52%
79%
85%

Ethnic diversity (2)
All shoreside team members in the U.S. who have self-identified
Shoreside Managers/above in the U.S. who have self-identified

Non-URMs %
33%
47%

Female %
59%
48%
21%
15%

URMs %
67%
53%

(1) While we present male and female, we acknowledge this is not fully encompassing of all gender identities.
(2) Under-represented minority (“URM”) is used to describe diverse populations, including Native American, Asian,

Black, Hispanic/Latino and Native Hawaiian team members in the U.S. We do not generally track ethnicity/race for
our shipboard team members as the majority are URMs from a U.S. perspective.

Compensation and Benefits

Critical to our success is identifying, recruiting, retaining top talent and incentivizing existing and future team members.
We attract and retain talented team members by offering competitive compensation and benefits. Our pay-for-
performance compensation philosophy for our shoreside team is based on rewarding each team member’s individual
contributions. We use a combination of fixed and variable pay components including base salary, bonus, equity,
commissions and merit increases. We maintain a long-term incentive plan for our manager-level team members and
above that allows us to provide share-based compensation to enhance our pay-for-performance culture and to support
our attraction, retention and motivational goals. We have established an $18 per hour minimum wage for our non-
commission U.S. based shoreside employees. We also issued an appreciation bonus of up to 10 days of pay to non-
management employees not eligible under other bonus or incentive programs. The Company also consistently reviews
salary levels in order to remain competitive in recruiting and retaining talent for shoreside and shipboard employees. We
believe our compensation programs for our shipboard team are competitive and for the majority of this team, negotiated
with various unions and documented in collective bargaining agreements.

The success of our Company is connected to the well-being of our team members, such that we offer a competitive
benefits package including physical, financial and emotional well-being benefits. We offer our full-time U.S. shoreside
team members a choice of Company-subsidized medical and dental programs to meet their needs and those of their
families. In addition, we offer health savings and flexible spending accounts, vision cover, paid time off, employee
assistance programs, short term disability and voluntary long-term disability insurance, term life and business travel
insurance. We offer a 401(k) retirement savings plan and education assistance benefits. In 2023, we announced our
reinstatement of 401(k) company matching and the student loan repayment program for 2024. Our benefits vary by
location and are designed to meet or exceed local requirements and to be competitive in the marketplace. As we strive to
be an employer of choice, the Company continues with a 4/1 flexible work model for shoreside team members globally.
The flexible model allows most employees to work in-office Monday through Thursday and remotely on Friday.

We proudly offer Family Care Benefits to our eligible shoreside employees that includes paid leave at 100% of an
employee’s salary, for maternity, paternity, and adoption leaves. Family planning assistance for fertility/surrogacy
services and adoption support are also offered. In 2023, a new parent mentor group was established to offer further
support to working parents returning to the workforce.

In May 2023, we introduced a new team member Norwegian Cruise Line cruise benefit to our full time shoreside team
members which offers 95% off one cruise per year, along with substantial discounts for additional cruises. Our cruise
benefit programs were further enhanced for team member’s friends and family across our brands.

In 2023, the NCLH Wellness at Sea initiative was introduced to shipboard team members to create a wellness-conscious
work environment on the vessels. We are committed to providing crew members with guidelines, resources and
activities for educational purposes and to guide them to achieve optimal wellness. Topics in this initiative address
nutrition, physical activity, sleep and stress management and alcohol and tobacco awareness to name a few.

Training and Development

The opportunity to grow and develop skills and experience, regardless of job role, division or geographic location is
critical to the success of the Company as a global organization. We actively foster a culture of learning and offer a
variety of developmental courses for our team members. We provide a mentorship program where even our most senior
leaders actively participate. Succession planning is part of our culture. We have a year-round focus on providing team
members with opportunities to develop their leadership skills and add to our bench of talent through various training
initiatives. Succession planning and talent review programs allow us to continuously calibrate and evaluate high
potential talent, offering talent rotations and investing in development for long-term success.

Established in 2021, Rising Stars remains a key development program to identify high potential shoreside leaders at the
Director and Senior Director level. The 6-month program is conducted with a human resources strategy firm and is
focused on developing a growth mindset to refine leadership strengths, champion change and encourage innovation
through assessment tools, one-on-one coaching and group learning. We have had successful rates of promotion and
retention of Rising Stars graduates.

Shipboard team members have the opportunity to learn the skills and responsibilities of another position in a different
department, either to increase their effectiveness in the Company, or to give them the opportunity to shift their career
path.

Retention and Engagement

We have a history of strong retention rates across our shoreside and shipboard teams which we attribute to our culture
that allows our team members to thrive and achieve their career goals. For the full year of 2023, the Company
experienced its highest shoreside voluntary retention rate as compared to the prior four years.

With the launch of new vessels across all three brands, team members were provided opportunities to sail aboard our
new ships throughout the inaugural seasons to experience and familiarize themselves with the product delivered to our
guests.

Exceptional team members continue to be recognized by a robust annual Award of Excellence recognition program
which acknowledges and rewards individual team members and teams for their demonstration of Company values. In
2023, the Award of Excellence winners were celebrated by the NCLH President & CEO and senior leadership team
onboard Regent Seven Seas Grandeur. We have also continued the Kloster Visionary Award which honors the
Company’s founder, Knut Kloster, by recognizing a shipboard or shoreside team member whose spirit of innovation
follows in the footsteps of this visionary. Through the shipboard Vacation Hero Awards program, shipboard supervisors
and management recognize select shipboard team members that have proven to be outstanding in selected categories.
This award program is designed to provide recognition and promote total guest satisfaction by encouraging and
rewarding team members for demonstrating excellence in service, teamwork, attitude and leadership.

Ports and Facilities

We own a private island in The Bahamas, Great Stirrup Cay, which we utilize as a port-of-call on certain itineraries. We
also own and operate a cruise destination in Belize, Harvest Caye, which we introduced in November 2016. We have

developed, in conjunction with Port Miami, a new terminal, which is our primary facility at the port. In addition, we
have entered into various agreements relating to port or berthing rights for our ships, which include the following:

•

an agreement with the Government of Bermuda whereby we are permitted weekly calls in Bermuda through
2028 from Boston and New York.

contracts with the Port of New Orleans, Port Miami, Port Canaveral, New York City Economic Development
Corporation (Manhattan Cruise Terminal), A.J. Juneau Dock, Ogden Point Cruise Ship Terminal in Victoria,
BC, Port of Southampton, ITM, and various Hawaiian ports pursuant to which we receive preferential berths to
the exclusion of other vessels for certain specified days of the week at the terminals.

a concession permit with the U.S. National Park Service whereby our ships are permitted to call on Glacier Bay
during each summer cruise season through September 30, 2029.

an agreement with the British Virgin Islands Port Authority granting priority berthing rights for a 15-year term
through April 2030 with options to extend the agreement for two additional five-year terms.

an agreement with the West Indian Company Limited granting priority berthing rights in St. Thomas for a
10-year term through September 2026 with an option to extend the agreement for an additional five years.

an agreement with the Port of Seattle for a 15-year lease through October 2030 with an option to extend the
agreement for an additional five years.

an agreement with the Huna Totem Corporation that includes preferential berthing rights, for which a second
pier in Icy Strait Point, Alaska has been developed.

a 30-year preferential berthing agreement with Ward Cove Dock Group, LLC, who has constructed a new
double ship pier in Ward Cove, Ketchikan, Alaska. The pier has been built to simultaneously accommodate two
of Norwegian Cruise Line’s 4,000 passenger Breakaway Plus Class Ships.

• An agreement with Glacier Creek Development, LLC for construction and operation of a cruise terminal and

related berthing facilities in Whittier, Alaska, expected to be operational for the 2024 season.

• An agreement with AAK’W Landing LLC for the development of berthing facilities in Juneau Alaska, expected

to be operational in 2026 or 2027.

Available Information

We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements
and other information with the SEC. Our SEC filings are available to the public at the SEC’s website at
http://www.sec.gov.

We also maintain an Internet site at https://www.nclhltd.com. We will, as soon as reasonably practicable after we
electronically file or furnish our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, proxy statements and amendments to those reports, if applicable, make available such reports free of charge
on our website. Our website also contains other items of interest to our investors, including, but not limited to, investor
events, press and earnings releases and sustainability initiatives.

Information about our Executive Officers

The following table sets forth certain information regarding NCLH’s executive officers as of February 16, 2024.

Age
56 Director, President and Chief Executive Officer

Name
Harry Sommer
Mark A. Kempa 52 Executive Vice President and Chief Financial Officer
David Herrera
Andrea DeMarco 45 President, Regent brand
Frank A. Del Rio 46 President, Oceania Cruises brand
Patrik Dahlgren
Daniel S. Farkas

47 Executive Vice President, Vessel Operations
55

52 President, Norwegian brand

Position

Executive Vice President, General Counsel, Chief Development Officer and Assistant
Secretary

Faye L. Ashby

52 Senior Vice President and Chief Accounting Officer

All the executive officers listed above hold their offices at the pleasure of our Board of Directors, subject to rights under
any applicable employment agreements. There are no family relationships between or among any directors and executive
officers.

Harry Sommer has served as President and Chief Executive Officer and a director of the Company since July 2023 and
as President and Chief Executive Officer – Elect of the Company from April 2023 through June 2023. Prior to that, he
served as President and Chief Executive Officer, Norwegian Cruise Line, from January 2020 through March 2023 and
was President, International, from January 2019 to January 2020. Prior to that, he served as Executive Vice President,
International Business Development from May 2015 to January 2019. From February 2015 until May 2015, he served as
Executive Vice President and Chief Integration Officer for NCLH. Mr. Sommer previously served as Senior Vice
President and Chief Marketing Officer of Prestige from October 2013 until February 2015, Senior Vice President,
Finance, and Chief Information Officer of Prestige from September 2011 until October 2013 and Senior Vice President,
Accounting, Chief Accounting Officer and Controller of Prestige from August 2009 until August 2011. Prior to joining
Prestige, Mr. Sommer was the co-founder and President of Luxury Cruise Center, a high-end travel agency from 2002 to
2008. Mr. Sommer also served as Vice President, Relationship Marketing for Norwegian Cruise Line from 2000 to 2001.
Mr. Sommer holds an M.B.A. from Pace University and a B.B.A. from Baruch College and is a Certified Public
Accountant (inactive license).

Mark A. Kempa has served as Executive Vice President and Chief Financial Officer since August 2018. Prior to that,
he served as Interim Chief Financial Officer from March 2018 to August 2018 and as NCLH’s Senior Vice President,
Finance, from November 2014 to August 2018. From September 2008 to November 2014, he served as Vice President,
Corporate and Capital Planning, and was an instrumental figure in the completion of NCLH’s IPO in 2013 and the
Acquisition of Prestige in 2014. From January 2007 to August 2008, he served as Director, Corporate and Capital
Planning. From January 2003 to December 2006, he served as Director, Newbuild Cost and Control. In this role, he
spent almost three years representing the financial interests of the Company’s expansive newbuild program while
positioned overseas in Germany. From May 1998 to December 2002, he served in various roles in accounting and
internal audit. Prior to joining the Company, Mr. Kempa served as the Assistant Controller for International Voyager
Media, a travel portfolio company. Mr. Kempa holds a Bachelor’s degree in Accounting from Barry University.

David Herrera has served as President of Norwegian Cruise Line since April 2023. Prior to that, he served as the Chief
Consumer Sales and Marketing Officer for Norwegian Cruise Line from October 2021 to March 2023. Prior to that, he
served as Senior Vice President, Consumer Research for Norwegian Cruise Line from May 2020 to October 2021,
Senior Vice President, Brand Finance and Strategy for Norwegian Cruise Line from August 2018 to October 2021,
Senior Vice President, Strategy and Corporate Development from February 2018 through July 2018, President of NCLH
China, from November 2015 to February 2018 and Senior Vice President, Strategy and Business Development from
May 2015 to November 2015. Prior to the acquisition of Prestige, Mr. Herrera served as a Senior Advisor to the Chief
Executive Officer of Prestige from 2012 through 2014. Prior to that, he was the founder and managing partner of
Eastside Financial Group, a private investment firm, where he invested in and advised private companies, a Vice
President at Sanford C. Bernstein, where he advised high net worth families and endowments on financial matters, Vice
President of Marketing, Finance and Reinsurance for Markel Corporation, and an investment banker at Goldman, Sachs

& Co. in the Financial Institutions Group. Mr. Herrera proudly served in the U.S. Army National Guard in Florida,
Texas and New York. Mr. Herrera has a B.B.A. from Stetson University and an M.B.A. from the Tuck School of
Business at Dartmouth College.

Andrea DeMarco has served as the President of the Regent brand since January 2023 and has strong knowledge of the
cruise industry with over 20 years of diverse experience spanning multiple areas of the business. She served as Chief
Sales and Marketing Officer for Regent Seven Seas Cruises from September 2021 until January 2023 and as Senior Vice
President of Investor Relations, Corporate Communications and Environmental, Social and Governance from
January 2020 until August 2021. Prior to that, she served as Vice President, Investor Relations and Corporate
Communications from October 2016 through December 2019, Senior Director, Investor Relations from June 2015
through October 2016 and Director, Investor Relations from November 2012 through June 2015. Prior to joining the
Company, she worked in charter sales and corporate financial planning roles at Royal Caribbean Group. Ms. DeMarco
has an M.B.A. in Finance from Florida International University and a B.S. in Finance from Florida State University.

Frank A. Del Rio has served as the President of the Oceania Cruises brand since January 2023 and is an industry
veteran, having started his career in the cruise industry in 2003. He served as Chief Sales and Marketing Officer for
Oceania Cruises from March 2022 until January 2023 and as Senior Vice President, Port Destinations and Onboard
Revenue from March 2015 through April 2017. From 2018 until March 2022, Mr. Frank A. Del Rio pursued
entrepreneurial opportunities in the private equity, finance, and tech spaces, where he was involved across a wide
spectrum of products and industries, including AI, telecommunications and 5G network solutions, medical, and real
estate development, including serving as Chief Executive Officer of Divinus Life LLC, a specialty provider of skin and
wellness products, from 2018 through 2020. Prior to the Company’s Acquisition of Prestige, Mr. Frank A. Del Rio
served as Senior Vice President, Port and Destination Services at Prestige from 2008 until March 2015 and as Vice
President, Destination Services and Product Development at Prestige from 2003 to 2008. Mr. Frank A. Del Rio has a
B.S./B.A. in Finance and Economics from the University of Florida.

Patrik Dahlgren has served as the Executive Vice President, Vessel Operations for NCLH since June 2023. Prior to
that, he held the following positions at Royal Caribbean Group: Senior Vice President, Global Marine Operations from
May 2017 to June 2022, Vice President of Technical Operations from August 2013 to May 2017, Director of Newbuild
and Innovation from June 2011 to August 2013 and Master, Captain of cruise ships from 1999 to June 2011.
Mr. Dahlgren has a B.S. in Nautical Science, Master Mariner from Linnaeus University.

Daniel S. Farkas has served as Executive Vice President and General Counsel of NCLH since January 2019 and
became Chief Development Officer of NCLH in April 2023. He has also served as Assistant Secretary of the Company
since 2013. Since Mr. Farkas joined the Company in January 2004, he has held the positions of Secretary from 2010 to
2013, Senior Vice President and General Counsel from 2008 through 2018, Vice President and Assistant General
Counsel from 2005 to 2008, and Assistant General Counsel from 2004 to 2005 and was instrumental in the Company’s
IPO and the Acquisition of Prestige. Mr. Farkas was formerly a partner in the Miami offices of the law firm Mase and
Gassenheimer specializing in maritime litigation. Before that he was an Assistant State Attorney for the Eleventh
Judicial Circuit in and for Miami-Dade County, Florida. Mr. Farkas currently serves as Chairman of the Operations
Committee of the Florida-Caribbean Cruise Association, Chairman of the board of directors of the Cruise Industry
Charitable Foundation and on the board of directors of the Steamship Mutual Underwriting Association Limited.
Mr. Farkas earned a B.A., cum laude, in English and American Literature from Brandeis University and a J.D. from the
University of Miami.

Faye L. Ashby has served as Senior Vice President and Chief Accounting Officer of NCLH since February 2016. She
joined NCLH as Controller in November 2014 after the Acquisition of Prestige and served in that position until
February 2016. From January 2012 to November 2014, Ms. Ashby served as Controller for Prestige, where she managed
and developed the Accounting and External Financial Reporting teams. From March 2010 to December 2011,
Ms. Ashby held the position of Senior Director of Financial Reporting with Prestige, where she started the Financial
Reporting Department and was responsible for the preparation of annual financial statements, coordination of external
audits and researching technical accounting issues. Before joining Prestige, Ms. Ashby was a Senior Manager at the
international public accounting firm of Deloitte. She has an M.B.A. and B.B.A. with concentrations in accounting from
the University of Miami and is a Certified Public Accountant in Florida.

Item 1A. Risk Factors

In addition to the other information contained in this Annual Report, you should carefully consider the following risk
factors in evaluating our business. If any of the risks discussed or additional risks and uncertainties not currently known
to us or that we currently deem to be immaterial actually occur, our business, financial condition and results of
operations could be materially adversely affected. The ordering of the risk factors below is not intended to reflect an
indication of priority or likelihood. In connection with the forward-looking statements that appear in this Annual Report,
you should also carefully review the cautionary statement referred to under “Cautionary Statement Concerning
Forward–Looking Statements.”

Debt/Liquidity Related Risk Factors

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.

Certain of our debt facilities include maintenance and financial covenants. For example, under the Sixth ARCA, we are
required to maintain a loan to value ratio of less than 0.70 to 1.00. Financial covenants include free liquidity of no less
than $250,000,000 at all times, a total net funded debt to total capitalization ratio and an EBITDA to consolidated debt
service ratio of at least 1.25 to 1.00 at the end of each fiscal quarter unless free liquidity is greater than or equal to
$300,000,000 at that time. If we expect to not be in compliance, we would expect to seek waivers from the lenders under
these facilities or renegotiate these facilities prior to any covenant violation.

Any covenant waiver or renegotiation of any of our debt facilities has led, and may in the future lead, to increased costs,
increased interest rates, additional restrictive covenants and other available lender protections that would be applicable to
us under these debt facilities, and such increased costs, restrictions and modifications may vary among debt facilities.
Our ability to provide additional lender protections under these facilities will be limited by the restrictions in our
indebtedness. There can be no assurance that we would be able to obtain waivers or renegotiate these facilities in a
timely manner, on acceptable terms or at all. If we were not able to obtain a covenant waiver under any one or more of
these debt facilities or renegotiate such facilities, we would be in default of such agreements, which could result in cross
defaults to our other debt agreements. As a consequence, we would need to refinance or repay the applicable debt facility
or facilities, and would be required to raise additional debt or equity capital, or divest assets, to refinance or repay such
facility or facilities. If we were to be unable to obtain a covenant waiver under any one or more of these debt facilities or
renegotiate these facilities, there can be no assurance that we would be able to raise sufficient debt or equity capital, or
divest assets, to refinance or repay such facility or facilities.

With respect to each of these debt facilities, if we were unable to or did not obtain a waiver, renegotiate or refinance or
repay such debt facilities, it would lead to an event of default under such facilities, which could lead to an acceleration of
the indebtedness under such debt facilities. In turn, this would lead to an event of default and potential acceleration of
amounts due under all of our outstanding debt and derivative contract payables. If we were unable to repay those
amounts, the holders of our secured indebtedness could proceed against the collateral granted to them to secure that
indebtedness, which includes a significant portion of our assets including our ships. Any such action would have an
adverse impact on our business, financial condition and results of operations. As a result, the failure to obtain the
covenant waivers or renegotiate our facilities as described above would have a material adverse effect on us and our
ability to service our debt obligations.

We 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.

We anticipate that we will need additional equity and/or debt financing in the future to refinance our existing debt and to
fund our newbuild program. We may be unable to obtain any desired additional financing on terms favorable to us, or at
all, depending on market and other conditions. The ability to raise additional financing depends on numerous factors that
are outside of our control, including general economic and market conditions, the health of financial institutions, our
credit ratings and investors’ and lenders’ assessments of our prospects and the prospects of the cruise industry in general.

If we raise additional funds by issuing debt, we may be subject to limitations on our operations due to restrictive
covenants, which may be more restrictive than the covenants in our existing debt agreements, and we may be required to
further encumber our assets. We may not have sufficient available collateral to pledge to support additional financing. If
adequate funds are not available on acceptable terms, or at all, we may be unable to fund our operations or respond to
competitive pressures, which could negatively affect our business. Our credit ratings, which have been downgraded in
the past, could be further downgraded, which could have an impact on the availability and/or cost of financing. In
addition, we may conclude that there is a substantial doubt about our ability to operate as a going concern, which could
have additional effects on our credit ratings and the availability and/or cost of financing. There can be no assurance that
our ability to access the credit and/or capital markets will not be adversely affected by changes in the financial markets
and the global economy. If we are not able to fulfill our liquidity needs through operating cash flows and/or borrowings
under credit facilities or otherwise in the capital markets, our business and financial condition could be adversely
affected and it may be necessary for us to reorganize our company in its entirety, including through bankruptcy
proceedings, and our shareholders may lose their investment in our ordinary shares.

If we raise additional funds through equity and/or debt issuances, NCLH’s shareholders could experience dilution of
their ownership interest, and these securities could have rights, preferences, and privileges that are superior to that of
holders of NCLH’s ordinary shares. Further, the exchange of some or all of our outstanding exchangeable notes may
dilute the ownership interests of NCLH’s shareholders. Upon exchange of any of the exchangeable notes, any sales in
the public market of NCLH’s ordinary shares issuable upon such exchange could adversely affect prevailing market
prices of NCLH’s ordinary shares. In addition, the existence of the exchangeable notes may encourage short selling by
market participants that engage in hedging or arbitrage activity, and anticipated exchange of any of the exchangeable
notes into NCLH ordinary shares could depress the price of NCLH’s ordinary shares.

Our 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.

A substantial portion of our cash flow from operations is dedicated to the repayment of our indebtedness, which may
limit our available funds for other business functions and strategic opportunities and may make us more vulnerable to
downturns in our business, the economy and the industry in which we operate. We may not be able to generate sufficient
cash to service our indebtedness, and may be forced to take other actions to satisfy our obligations under our
indebtedness, including refinancing our indebtedness, which may not be successful. Any refinancing of our debt could
be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our
business operations.

In addition, the agreements governing our indebtedness contain, and any instruments governing future indebtedness of
ours may contain, covenants that impose significant operating and financial restrictions on us, including restrictions or
prohibitions on our ability to, among other things: incur or guarantee additional debt or issue certain preference shares;
pay dividends on or make distributions in respect of our share capital or make other restricted payments, including the
ability of NCLH’s subsidiaries, including NCLC, to pay dividends or make distributions to NCLH; repurchase or redeem
capital stock or subordinated indebtedness; make certain investments or acquisitions; transfer, sell or create liens on
certain assets; and consolidate or merge with, or sell or otherwise dispose of all or substantially all of our assets to other
companies. As a result of these covenants, we are limited in the manner in which we conduct our business, and we may
be unable to engage in favorable business activities or finance future operations or capital needs.

The 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.

Economic downturns, including failures of financial institutions and any related liquidity crisis, can disrupt the capital
and credit markets. Such disruptions could cause counterparties under our credit facilities, derivatives, contingent
obligations, insurance contracts and new ship progress payment guarantees to be unable to perform their obligations or
to breach their obligations to us under our contracts with them, which could include failures of financial institutions to
fund required borrowings under our loan agreements and to pay us amounts that may become due under our derivative
contracts and other agreements. Also, we may be limited in obtaining funds to pay amounts due to our counterparties

under our derivative contracts and to pay amounts that may become due under other agreements. If we were to elect to
replace any counterparty for their failure to perform their obligations under such instruments, we would likely incur
significant costs to replace the counterparty. Any failure to replace any counterparties under these circumstances may
result in additional costs to us or an ineffective instrument.

Any further impairment of our trade names or goodwill could adversely affect our financial condition and operating
results.

We evaluate trade names and goodwill for impairment on an annual basis, or more frequently when circumstances
indicate that the carrying value of a reporting unit may not be recoverable. Several factors including a challenging
operating environment impacts affecting consumer demand or spending, the deterioration of general macroeconomic
conditions, or other factors could result in a change to the future cash flows we expect to derive from our operations.
Reductions of the cash flows used in the impairment analyses may result in the recording of an impairment charge to a
reporting unit’s trade name or goodwill. For example, we recognized significant impairment losses during 2020 related
to the COVID-19 pandemic. We believe that we have made reasonable estimates and judgments. However, a change in
our estimated future operating cash flows may result in a decline in fair value in future periods, which may result in a
need to recognize additional impairment charges.

Operational Related Risk Factors

Unavailability of ports of call may materially adversely affect our business, financial condition and results of
operations.

We believe that attractive port destinations are a major reason why guests choose to go on a particular cruise or on a
cruise vacation. The availability of ports is affected by a number of factors, including, but not limited to, health, safety,
and environmental concerns, existing capacity constraints, security, adverse weather conditions and natural disasters
such as hurricanes, floods, typhoons and earthquakes, financial limitations on port development, political instability,
armed conflicts, exclusivity arrangements that ports may have with our competitors, governmental regulations, including
sanctions, and fees, local community concerns about port development and tourism. For example, currently and in the
past, regulatory changes, disease outbreaks resulting in a global pandemic, armed conflicts and damages to ports from
hurricanes have prohibited our cruise voyages from visiting certain regions, including Cuba, Russia, Japan and some
ports in the Caribbean. There can be no assurance that our ports of call will not be similarly affected in the future. Due to
environmental and over-crowding concerns, some local governments have begun to take measures to limit the number of
cruise ships and passengers allowed at certain destinations. For example, Dubrovnik, Venice and Barcelona have either
implemented or considered implementing such limitations on cruise ships and passengers. Limitations on the availability
of ports of call or on the availability of shore excursions and other service providers at such ports have adversely
affected our business, financial condition and results of operations in the past and could do so in the future.

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.

A number of our passengers and crew depend on scheduled commercial airline services to transport them to ports of
embarkation for our cruises. Increases in the price of airfare due to increases in fuel prices, fuel surcharges, changes in
commercial airline services as a result of health and safety events, strikes or other staffing shortages, weather or other
events, or the lack of availability due to schedule changes or a high level of airline bookings has and could adversely
affect our ability to transport guests and crew to or from our ships and thereby increase our cruise operating expenses
which, in turn, has an adverse effect on our financial condition and results of operations. For example, many commercial
airlines reduced services, experienced staffing shortages and suffered other disruptions due to the COVID-19 pandemic
and other macroeconomic conditions. COVID-19 related regulations also prevented us from using commercial airline
services to transport our crew members to and from our ships, which resulted in increased costs to our Company.

Global events and conditions, including terrorist acts, 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.

Global events and conditions, including the threat or possibility of future terrorist acts, outbreaks of hostilities or armed
conflict, political unrest and instability, the issuance of government travel advisories or elevated threat warnings,
increases in the activity of pirates, and other geo-political uncertainties, or the possibility or fear of such events, have had
in the past and may again in the future have an adverse impact on our business. Any of these events or conditions may
adversely affect demand for, and by extension pricing of, our cruises. Such events or conditions may also have
downstream effects on the global economic environment, including increased fuel and commodity pricing, supply chain
shortages, labor shortages, volatility in the global capital markets, contraction of the global economy leading to
decreased consumer discretionary spending, and other effects impossible to predict at this time.

Armed conflicts, including Russia’s ongoing invasion of Ukraine and the Israel-Hamas war, have also impacted, and
could in the future impact, our profitability and product offering by limiting the destinations to which we can travel and
our operations by making it more difficult to source crew members and third-party vendors from affected regions and
making it more difficult or costly to source goods we need to run our operations or to build or maintain our ships.
Further, armed conflicts have contributed to extreme volatility in the global financial markets and have had, and may
continue to have, further global economic consequences, including disruptions of the global supply chain and energy
markets and heightened volatility of commodity fuel prices. Such volatility or disruptions have had, and may continue to
have, adverse consequences to our business, our suppliers and our customers. If the equity and credit markets deteriorate,
including as a result of political unrest or war, it may make any necessary debt or equity financing more difficult to
obtain in a timely manner or on favorable terms, more costly or more dilutive. Our business, financial condition and
results of operations may be materially and adversely affected by any negative impact on the global economy, capital
markets or commodity fuel prices resulting from armed conflicts and other geopolitical tensions.

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.

Public health crises, such as the COVID-19 pandemic, could have significant negative impacts on all aspects of our
business. In March 2020, we implemented a voluntary suspension of all cruise voyages across our three brands due to
the COVID-19 pandemic. We began resuming cruise voyages in July 2021 in a phased manner and completed the
phased relaunch of our entire fleet in early May 2022. This caused significant costs and lost revenue as a result of,
among other things, the suspension of cruise voyages, implementation of additional health and safety measures, reduced
demand for cruise vacations, guest compensation, itinerary modifications, redeployments and cancellations, travel
restrictions and advisories, the unavailability of ports and/or destinations and protected commissions. We were also
negatively impacted by adverse impacts to our travel agencies and suppliers due to COVID-19, and we may experience
similar impacts in the event of a future pandemic or other public health crises.

We have been, and may in the future be, subject to heightened governmental regulations, travel advisories, travel bans
and restrictions that have and could significantly impact our global guest sourcing and our access to various ports of call
around the globe. We have had instances of disease outbreaks, such as COVID-19, on our ships and there is no guarantee
that the health and safety protocols we implement will be successful in preventing the spread of infectious disease
onboard our ships and among our passengers and crew.

We have been and may in the future be the subject of lawsuits and investigations stemming from outbreaks of infectious
disease. We cannot predict the number or outcome of any such proceedings and the impact that they will have on our
financial results, but any such impact may be material.

Epidemics, pandemics and viral outbreaks or other wide-ranging public health crises in the future would likely also
adversely affect our business, financial condition and results of operations.

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

The operation of cruise ships carries an inherent risk of loss caused by adverse weather conditions and maritime
disasters, including, but not limited to, oil spills and other environmental mishaps, extreme weather conditions such as

hurricanes, floods and typhoons, fire, mechanical failure, collisions, human error, war, terrorism, piracy, political action,
civil unrest and insurrection in various countries and other circumstances or events. Any such event may result in loss of
life or property, loss of revenue or increased costs and the frequency and severity of natural disasters may increase due to
climate change. The operation of cruise ships also involves the risk of other incidents at sea or while in port, including
missing guests, inappropriate crew or passenger behavior and onboard crimes, which may bring into question passenger
safety, may adversely affect future industry performance and may lead to litigation against us. We have experienced
accidents and other incidents involving our cruise ships in the past and there can be no assurance that similar events will
not occur in the future. It is possible that we could be forced to cancel a cruise or a series of cruises due to these factors
or incur increased port-related and other costs resulting from such adverse events. Any such event involving our cruise
ships or other passenger cruise ships may adversely affect guests’ perceptions of safety or result in increased
governmental or other regulatory oversight. An adverse judgment or settlement in respect of any of the ongoing claims
against us may also lead to negative publicity about us. The expanded use of social media has increased the speed that
negative publicity spreads and makes it more difficult to mitigate reputational damage. Anything that damages our
reputation (whether or not justified), could have an adverse impact on demand, which could adversely affect our
business, financial condition and results of operations. If there is a significant accident, mechanical failure or similar
problem involving a ship, we may have to place a ship in an extended Dry-dock period for repairs. This could result in
material lost revenue and/or increased expenditures.

Our 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.

Our name and brand image are integral to the growth of our business, as well as to the implementation of our strategies
for expanding our business. Our ability to execute our marketing and growth strategy depends on many factors,
including the perceived quality of our services, the impact of our communication activities, including advertising, social
media, and public relations, and our management of the customer experience, including direct interfaces through
customer service. Maintaining, promoting, and positioning our brand are important to expanding our customer base and
will depend largely on the success of our marketing efforts and our ability to provide consistent, high-quality customer
experiences.

We have used, and expect to continue to use, corporate partnerships, brand ambassadors, traditional, digital, and social
media to promote our business. Marketing campaigns can be expensive and may not result in the cost-effective
acquisition of customers. Ineffective marketing, ongoing and sustained promotional activities, negative publicity, unfair
labor practices, and failure to protect the intellectual property rights in our brand are some of the potential threats to the
strength of our brand, and those and other factors could rapidly and severely diminish customer confidence in us.
Furthermore, actions taken by individuals that we partner with, such as brand ambassadors, influencers or our associates,
that fail to represent our brand in a manner consistent with our brand image, whether through our social media platforms
or their own, could also harm our brand reputation and materially impact our business. Future marketing campaigns may
not attract new customers at the same rate as past campaigns. If we are unable to attract new customers, or fail to do so
in a cost-effective manner, our growth could be slower than we expect and our business could be harmed.

The adverse impact of general economic and related factors, such as fluctuating or increasing levels of interest rates,
unemployment, underemployment and the volatility of fuel prices, declines in the securities and real estate markets
and perceptions of these conditions can decrease the level of disposable income of consumers or consumer
confidence. The demand for cruises is affected by international, national and local economic conditions.

The demand for cruises is affected by international, national and local economic conditions. Adverse changes in the
perceived or actual economic climate in North America or globally, such as the volatility of fuel prices, higher interest
rates, stock and real estate market declines and/or volatility, more restrictive credit markets, higher unemployment or
underemployment rates, inflation, higher taxes, changes in governmental policies and political developments impacting
international trade, trade disputes and increased tariffs, could reduce the level of discretionary income or consumer
confidence in the countries from which we source our guests. Consequently, this may negatively affect demand for
cruise vacations in these countries, which are a discretionary purchase. Decreases in demand for cruise vacations could
result in price discounting or lower Occupancy Percentages, which, in turn, could reduce the profitability of our

business. In addition, these conditions could also impact our suppliers, which could result in disruptions in our suppliers’
services and financial losses for us.

Breaches in data security or other disturbances to our information systems and other networks or our actual or
perceived failure to comply with requirements regarding data privacy and protection could impair our operations,
subject us to significant fines, penalties and damages, and have a material adverse impact on our business, financial
condition and results of operations.

The integrity and reliability of our information systems and networks are crucial to our business operations and a breach,
compromise, damage or other disruption to these systems or networks could impair our operations, have an adverse
impact on our financial results and negatively affect our reputation and customer demand. In addition, certain networks
are dependent on third-party technologies, systems and service providers for which there is no certainty of uninterrupted
availability. Among other things, actual or threatened natural disasters, information systems failures, computer viruses,
denial-of-service attacks and other cybersecurity incidents may cause disruptions to our information systems,
telecommunications and other networks. Our business continuity, disaster recovery, data restoration plans and data and
information system security may not prevent disruptions that could result in adverse effects on our operations and
financial results. We carry limited business interruption insurance for certain shoreside operations, subject to limitations,
exclusions and deductibles.

As part of our ordinary business operations, we and certain of our third-party service providers collect, process, transmit
and store a large volume of personally identifiable information. The security of the systems and networks where we and
our service providers store this data is a critical element of our business. We experience cybersecurity threats and
incidents of varying degrees on our systems and networks and, as a result, unauthorized parties have obtained in the past,
and may in the future obtain, access to our computer systems and networks, including cloud-based platforms. The
technology infrastructure and systems of our suppliers, vendors, service providers and partners have in the past
experienced and may in the future experience such attacks. Cybersecurity threats can include computer viruses, malware,
worms, hackers and other malicious software programs or other attacks, including physical and electronic break-ins,
router disruption, sabotage or espionage, disruptions from unauthorized access and tampering (including through social
engineering such as phishing attacks), impersonation of authorized users and coordinated denial-of-service attacks.
There can be no assurance that a breach or incident will not have a material impact on our operations and financial
results in the future. In addition, we may not be in a position to promptly address security breaches, unauthorized access
or other cybersecurity incidents or to implement adequate preventative measures if we are unable to 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.

We are also subject to laws in multiple jurisdictions relating to the privacy and protection of personal data.
Noncompliance with these laws or the compromise of information systems used by us or our service providers resulting
in the loss, disclosure, misappropriation of or access to the personally identifiable information of our guests, prospective
guests, employees or vendors could result in governmental investigation, civil liability or regulatory penalties under laws
protecting the privacy of personal information, any or all of which could disrupt our operations and materially adversely
affect our business. Additionally, any material failure by us or our service providers to maintain compliance with the
Payment Card Industry security requirements or to rectify a data security issue may result in fines and restrictions on our
ability to accept credit cards as a form of payment. The regulatory framework for data privacy and protection is
uncertain for the foreseeable future, and it is possible that legal and regulatory obligations may continue to increase and
may be interpreted and applied in a manner that is inconsistent or possibly conflicting from one jurisdiction to another.

In the event of a data security breach of our systems and/or third-party systems or a cybersecurity incident, we may incur
costs associated with the following: response, notification, forensics, regulatory investigations, public relations,
consultants, credit identity monitoring, credit freezes, fraud alert, credit identity restoration, credit card cancellation,
credit card reissuance or replacement, data restoration, regulatory fines and penalties, vendor fines and penalties, legal
fees, damages and settlements. In addition, a data security breach or cybersecurity incident may cause business
interruption, information system disruption, disruptions as a result of regulatory investigation or litigation, digital asset
loss related to corrupted or destroyed data, loss of company assets, damage to our reputation, damages to intangible

property and other intangible damages, such as loss of consumer confidence, all of which could impair our operations
and have an adverse impact on our financial results.

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.

Fuel expense is a significant cost for our Company. Future increases in the cost of fuel globally or regulatory
requirements which require us to use more expensive types of fuel, including more costly alternate fuel sources, would
increase the cost of our cruise ship operations. For example, as of January 2020, the IMO’s convention entitled
Prevention of Pollution from Ships (MARPOL) set a global limit on fuel sulfur content of 0.5% (reduced from the
previous 3.5% global limit). Various compliance methods, such as the use of low-sulfur fuels or exhaust gas cleaning
systems that reduce an equivalent amount of sulfur emissions, may be utilized. We have elected to install exhaust gas
cleaning systems on some ships in our fleet, which will allow us to continue to use high-sulfur fuel on those ships in
certain areas. However, the significant drop in demand for high-sulfur fuel due to the previous pandemic-related pause in
operations has made it more difficult to source high-sulfur fuel going forward, which may increase our fuel costs. Ships
in our fleet that do not have exhaust gas cleaning systems, and in specified areas even ships with exhaust gas cleaning
systems, will be required to use low-sulfur fuels. Low-sulfur fuels may be costly due to increased demand and scarcity if
suppliers are not able to produce sufficient quantities. We will also be required to use alternate fuel sources in the future
as regulations aimed at reducing carbon intensity have been introduced and we may choose to use alternative fuels in
order to achieve any emissions reduction targets we have and may in the future adopt. For example, the IMO adopted
two requirements that went into effect in 2023, the Carbon Intensity Indicator and Energy Efficiency Ship Index, which
each regulate carbon emissions for ships, and the E.U. has begun to regulate carbon dioxide emissions from passenger
and cargo ships over 5,000 Gross Tons under its Emissions Trading System beginning in 2024. In addition, we could
experience increases in other cruise operating costs due to market forces and economic or political instability resulting
from increases or volatility in fuel expense. Our hedging program may not be successful in mitigating higher fuel costs,
and any price protection provided may be limited due to market conditions, including choice of hedging instruments,
breakdown of correlation between hedging instrument and market price of fuel and failure of hedge counterparties. To
the extent that we use hedge contracts that have the potential to create an obligation to pay upon settlement if fuel prices
decline significantly, such hedge contracts may limit our ability to benefit fully from lower fuel costs in the future.
Additionally, deterioration in our financial condition could negatively affect our ability to enter into new hedge contracts
in the future.

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.

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.
Our ships are subject to the risk of mechanical failure or accident, which we have occasionally experienced and have had
to repair. For example, in the past we have had to delay or cancel cruises due to mechanical issues on our ships. There
can be no assurance that we will not experience similar events in the future. If there is a mechanical failure or accident in
the future, we may be unable to procure spare parts when needed or make repairs without incurring material expense or
suspension of service, especially if a problem affects certain specialized maritime equipment, such as the radar, a pod
propulsion unit, the electrical/power management system, the steering gear or the gyro system. Limited capacity and
availability of shipyards and related subcontractors, including a lack of viable drydock facilities in the Western
Hemisphere, could impact our ability to construct or repair ships as needed. Delays or mechanical faults may result in
cancellation of cruises and/or necessitate unscheduled drydocks and repairs of ships.

In addition, availability, work stoppages, insolvency or financial problems in the shipyards’ construction, refurbishment
or repair of our ships, other “force majeure” events that are beyond our control and the control of shipyards or
subcontractors, or changes to technical specifications due to regulatory changes, sustainability initiatives or other
strategic initiatives could also delay or prevent the newbuild delivery, refurbishment and repair and maintenance of our
ships. Any termination or breach of contract following such an event may result in, among other things, the forfeiture of
prior deposits or payments made by us, potential claims and impairment of losses. A significant delay in the delivery of a

new ship, or a significant performance deficiency or mechanical failure of a new ship could also have an adverse effect
on our business. The impacts of global events including armed or geopolitical conflicts and pandemics, a lack of viable
drydock facilities, modifications the Company plans to make to its newbuilds, including initiatives to improve
environmental sustainability, and other macroeconomic events have resulted in some delays in expected ship deliveries,
and may result in additional delays in ship deliveries in the future, which may be prolonged. The consolidation of the
control of certain European cruise shipyards could result in higher prices for the construction of new ships and
refurbishments and could limit the availability of qualified shipyards to construct new ships. Also, the lack of qualified
shipyard repair facilities could result in the inability to repair and maintain our ships on a timely basis. Additionally, we
are reliant on a third party to oversee certain newbuild and Dry-dock projects. Any occurrence that prevented such third
party from continuing to oversee such projects or substantially increased the costs related to such oversight could have
an adverse effect on our operations. These potential events and the associated losses, to the extent that they are not
adequately covered by contractual remedies or insurance, could adversely affect our results of operations and financial
condition.

Conducting business internationally may result in increased costs and risks.

We operate our business internationally and plan to continue to develop our international presence. Operating
internationally exposes us to a number of risks, including political risks, risks of increases in duties and taxes, risks
relating to anti-bribery laws, as well as risks that laws and policies affecting cruising, vacation or maritime businesses, or
governing the operations of foreign-based companies may change. Additional risks include imposition of trade barriers,
withholding and other taxes on remittances and other payments by subsidiaries and changes in and application of foreign
taxation structures, including value added taxes. If we are unable to address these risks adequately, our business,
financial condition and results of operations could be materially and adversely affected.

Operating internationally also exposes us to numerous and sometimes conflicting legal and regulatory requirements. In
many parts of the world, including countries in which we operate, practices in the local business communities might not
conform to international business standards. We have implemented safeguards and policies to prevent violations of
various anti-corruption laws that prohibit improper payments or offers of payments to foreign governments and their
officials for the purpose of obtaining or retaining business by our employees and agents. However, our existing
safeguards and policies and any future improvements may prove to be less than effective, and our employees or agents
may engage in conduct prohibited by our policies, but for which we nevertheless may be held responsible. If our
employees or agents violate our policies, if we fail to maintain adequate record-keeping and internal accounting practices
to accurately record our transactions or if we fail to implement or maintain other adequate safeguards, we may be subject
to regulatory sanctions or severe criminal or civil sanctions and penalties.

Our 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.

We must continue to recruit, retain and motivate management and other employees in order to maintain our current
business and support our projected growth. We need to hire and train a considerable number of qualified crew members
to staff the ships that will be joining our fleet in the coming years. This may require significant efforts on the part of our
management team, and our failure or inability to hire a sufficient number of qualified crew members would adversely
affect our business. Currently, we are a party to collective bargaining agreements with certain crew members. Any future
amendments to such collective bargaining agreements or inability to satisfactorily renegotiate such agreements may
increase our labor costs and have a negative impact on our financial condition. In addition, although our collective
bargaining agreements have a no-strike provision, they may not prevent a disruption in work on our ships in the future.
Any such disruptions in work could have a material adverse effect on our financial results.

Our 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.

Negative perceptions about the cruise industry, carbon intensity, sustainability or otherwise may make it increasingly
difficult to retain and hire additional crew members to staff our fleet and to recruit new employees generally.

Impacts related to climate change may adversely affect our business, financial condition and results of operations.

There has been an increased focus on GHG and other emissions from global regulators, consumers and other
stakeholders. Regulations addressing climate change that have already been adopted or are being considered, as
described under “Risks Related to the Regulatory Environment in Which We Operate,” may have significant adverse
impacts to our profitability and operations. In addition, concern about climate change may cause consumers to avoid
certain kinds of travel including cruise and air travel, which could impact our ability to source guests. Increasing
concerns about GHG emissions may attract scrutiny from investors and may make it more difficult and/or costly for us
to raise capital. Our ships, port facilities, corporate offices and island destinations have in the past and may again be
adversely affected by an increase in the frequency and intensity of adverse weather conditions caused by climate change.
For example, certain ports have become temporarily unavailable to us due to hurricane damage and other destinations
have either considered or implemented restrictions on cruise operations due to environmental concerns. We expect to
make significant investments in technology, equipment and alternative fuels in order to achieve any climate-related
targets we may set and to comply with climate-related regulations, and our profitability and operations may be adversely
impacted by such investments. These investments may have costs beyond our expectations and may not ultimately
benefit us as expected. The actions we take to meet our emissions reduction goals and requirements are expected to
result in delays to our shipbuilding program. Our ability to achieve our sustainability commitments and goals will
depend on a number of variable factors, some of which are outside of our control. We may fall short of any sustainability
goals we set, including those disclosed in this report, which may result in negative impacts to our reputation, financial
condition and results of operations. Conversely, backlash against our sustainability initiatives and commitments may
harm our reputation among other stakeholders and expose us to related liabilities.

Our inability to obtain adequate insurance coverage may adversely affect our business, financial condition and
results of operations.

There can be no assurance that our risks are fully insured against or that any particular claim will be fully paid by our
insurance. Such losses, to the extent they are not adequately covered by contractual remedies or insurance, could affect
our financial results. In addition, we have been and continue to be subject to calls, or premiums, in amounts based not
only on our own claim records, but also the claim records of all other members of the protection and indemnity
associations through which we receive indemnity coverage for tort liability. Our payment of these calls and increased
premiums could result in significant expenses to us. If we, or other members of our protection and indemnity
associations, were to sustain significant losses in the future, our ability to obtain insurance coverage at commercially
reasonable rates or at all could be materially adversely affected. For example, in the past our protection and indemnity
associations have increased certain deductibles and determined not to cover certain categories of claims. Moreover,
irrespective of the occurrence of such events, there can still be no assurance that we will be able to obtain adequate
insurance coverage at commercially reasonable rates or at all.

Litigation, enforcement actions, fines or penalties could adversely impact our financial condition or results of
operations and damage our reputation.

Our business is subject to various U.S. and international laws and regulations that could lead to enforcement actions,
fines, civil or criminal penalties or the assertion of litigation claims and damages. In addition, improper conduct by our
employees or agents could damage our reputation and/or lead to litigation or legal proceedings that could result in civil
or criminal penalties, including substantial monetary fines. In certain circumstances, it may not be economical to defend
against such matters, and a legal strategy may not ultimately result in us prevailing in a matter. Such events could lead to
an adverse impact on our financial condition or results of operations.

As a result of any ship-related or other incidents, litigation claims, enforcement actions and regulatory actions and
investigations, including, but not limited to, those arising from personal injury, loss of life, loss of or damage to personal
property, business interruption losses or environmental damage to any affected coastal waters and the surrounding area,
may be asserted or brought against various parties, including us and/or our cruise brands. The time and attention of our
management may also be diverted in defending such claims, actions and investigations. Subject to applicable insurance

coverage, we may also incur costs both in defending against any claims, actions and investigations and for any
judgments, fines, civil or criminal penalties if such claims, actions or investigations are adversely determined.

The U.S. Government announced that, effective May 2, 2019, it would no longer suspend the right of private parties to
bring litigation under Title III of the Cuban Liberty and Solidarity (Libertad) Act of 1996, popularly known as the
Helms-Burton Act, allowing certain individuals whose property was confiscated by the Cuban government beginning in
1959 to sue anyone who "traffics" in the property in question in U.S. courts. One such certified claim against us is
pending and additional claims may be brought against us in the future. If this suit is successful after we have exhausted
our ability to appeal, we may be required to pay substantial monetary damages. We cannot predict the number or
outcome of any such proceedings and the impact that they will have on our financial results, but any such impact may be
material.

We 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.

We rely on external third parties to provide hotel management services for certain ships and certain other services, such
as technology and payment processing services, that are vital to our business. If these service providers suffer financial
hardship or suffer disruptions or are unable to continue providing such services, we cannot guarantee that we will be able
to replace such service providers in a timely manner, which may cause an interruption in our operations. To the extent
that we are able to replace such service providers, we may be forced to pay an increased cost for equivalent services.
Both the interruption of operations and the replacement of the third-party service providers at an increased cost could
adversely impact our financial condition and results of operations.

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

We earn revenues, pay expenses, purchase and own assets and incur liabilities in currencies other than the U.S. dollar;
most significantly a portion of our revenue and expenses are denominated in foreign currencies, particularly British
pound, Canadian dollar, euro and Australian dollar. Because our consolidated financial statements are presented in U.S.
dollars, we must translate revenues and expenses, as well as assets and liabilities, into U.S. dollars at exchange rates in
effect during or at the end of each reporting period. The strengthening of the U.S. dollar against our other major
currencies may adversely affect our U.S. dollar financial results and will reduce the U.S. dollar amount received upon
conversion of these currencies into U.S. dollars.

We have historically and may in the future enter into ship construction contracts denominated in euros or other foreign
currencies. While we have entered into foreign currency derivatives to manage a portion of the currency risk associated
with such contracts, we are exposed to fluctuations in the euro exchange rate for the portions of the ship construction
contracts that have not been hedged. A weakening of the U.S. dollar against the euro would have a negative impact on
our financial performance to the extent that these contracts have not been hedged. Additionally, if a shipyard is unable to
perform under the related ship construction contract, any associated foreign currency hedges that were entered into to
manage the currency risk would need to be terminated.

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

We believe there remains significant opportunity to expand our passenger sourcing into major markets in the future, such
as Europe and Australia, as well as into emerging markets and to expand our itineraries in new markets. Expansion into
new markets requires significant levels of investment and attention from management. There can be no assurance that
these markets will develop as anticipated or that we will have success in these markets, and if we do not, we may be
unable to recover our investment spent to expand our business into these markets and may forgo opportunities in more
lucrative markets, which could adversely impact our business, financial condition and results of operations. We have
also made, and plan to continue to make, investments in land-based projects including port facilities and destination
projects that are susceptible to impacts from, among other things, weather events, regulatory restrictions, labor risks,

shortages of goods and materials and resistance from local populations. Any such impacts to our land-based projects
could adversely impact our business, financial condition and results of operations.

Overcapacity in key markets or globally could adversely affect our operating results.

We continue to expand our fleet through our newbuild program and expect to add additional ships to our fleet. Our
competitors have also announced similar expansions to their fleets. These increases in capacity in the cruise industry
globally and potential overcapacity in certain key markets may cause us to lower pricing, which would reduce
profitability and adversely affect our results of operations. Additionally, older ships in our fleet may not be as
competitive as new ships enter the market and we may not be able to sell such older ships at optimal prices.

Risks Related to the Regulatory Environment in Which We Operate

We are subject to complex laws and regulations, including environmental, health and safety, labor, data privacy and
protection and maritime laws and regulations, which could adversely affect our operations and certain recently
introduced laws and regulations and future changes in laws and regulations could lead to increased costs and/or
decreased revenue.

Increasingly stringent and complex international, federal, state, and local laws and regulations addressing environmental
protection and health and safety of workers could affect our operations. The IMO, a United Nations agency with
responsibility for the safety and security of shipping and the prevention of marine pollution by ships, the Council of the
European Union, individual countries, the United States, and individual states have implemented and are considering,
new laws and rules to manage cruise ship operations. Many aspects of the cruise industry are subject to international
treaties such as SOLAS, an international safety regulation, MARPOL, IMO’s requirements governing environmental
protection, and STCW, an IMO regulation governing ship manning. In the United States, the Environmental Protection
Agency and the U.S. Coast Guard both have regulations addressing cruise ship operations.

The U.S. and various state and foreign government and regulatory agencies have enacted or are considering new
environmental regulations and policies aimed at restricting or taxing emissions, including those of greenhouse gases,
requiring the use of low-sulfur fuels, requiring the use of shore power while in port, increasing fuel efficiency
requirements, reducing the threat of invasive species in ballast water, and improving sewage and greywater-handling
capabilities. For example, MARPOL regulations have established special Emission Control Areas (“ECAs”) with
stringent limitations on sulfur and nitrogen oxide emissions from fuel burning aboard ships. Ships operating in
designated ECAs are generally expected to meet the new sulfur oxide emissions limits through the use of low-sulfur
fuels or installation of exhaust gas cleaning systems. In 2021, the IMO adopted two requirements that went into effect in
2023, the Carbon Intensity Indicator (the “CII”) and Energy Efficiency Ship Index (the “EEXI”), which each regulate
carbon emissions for ships. The CII is an operational metric designed to measure how efficiently a ship transports goods
or passengers by looking at carbon dioxide emissions per nautical mile. Ships are given an annual rating from A to E
with a C or better required for compliance. For ships that receive a D rating for three consecutive years, or an E rating
for one year, a corrective action plan will need to be developed and approved. Beginning in 2023, ships are now required
to reduce carbon intensity by 5% from a 2019 baseline, with 2% incremental improvements each year thereafter until
2030. The EEXI is a design re-certification requirement that updates energy efficiency requirements for existing ships
and regulates carbon dioxide emissions related to installed engine power, transport capacity and ship speed. In addition,
in December 2022, the European Parliament, the Council of the European Union, and the European Commission reached
an agreement on including the maritime transport sector in the E.U.’s carbon dioxide Emissions Trading System. Under
the directive ships over 5,000 Gross Tons that transport passengers or cargo to or from E.U. member state or EEA ports
are required to purchase and surrender emissions allowances equivalent to emissions for all or a half of a covered
voyage, depending on whether the voyage was between two E.U. or EEA ports or an E.U. or EEA and a non-E.U. or
EEA port. The requirements are to be phased in from 2024 to 2026. Beginning in 2024, covered entities are required to
procure and surrender allowances equivalent to 40% of their carbon emissions, with the amount increasing to 70% of
carbon emissions in 2025 and 100% of GHG emissions in 2026.

Compliance with such laws and regulations have resulted in increased costs to our Company and are expected to entail
significant expenses for a combination of: ship modifications, purchases of emissions allowances, alternative fuels and

higher-cost compliant newbuilds. Compliance is also expected to result in changes to our operating procedures,
including limitations on our ability to operate in certain locations and slowing the speed of our ships and may render
some ships obsolete, which would adversely impact our operations. These issues are, and we believe will continue to be,
areas of focus by the relevant authorities throughout the world. This could result in the enactment of more stringent
regulation of cruise ships that would subject us to increasing compliance costs in the future. We may not be able to
comply with future and existing regulations and may be subject to fines, penalties and limitations on our ability to
operate. Some environmental groups continue to lobby for more extensive oversight of cruise ships and have generated
negative publicity about the cruise industry and its environmental impact.

Additionally, in the past, states have implemented taxes that impact the cruise industry. It is possible that other states,
countries or ports of call that our ships regularly visit may also decide to assess new taxes or fees or change existing
taxes or fees specifically applicable to the cruise industry and its employees and/or guests, which could increase our
operating costs and/or could decrease the demand for cruises.

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

We believe and have taken the position that our income that is considered to be derived from the international operation
of ships as well as certain income that is considered to be incidental to such income (“shipping income”), is exempt from
U.S. federal income taxes under Section 883, based upon certain assumptions as to shareholdings and other information
as more fully described in “Item 1—Business—Taxation.” The provisions of Section 883 are subject to change at any
time, possibly with retroactive effect.

We believe and have taken the position that substantially all of our income derived from the international operation of
ships is properly categorized as shipping income and that we do not have a material amount of non-qualifying income. It
is possible, however, that a much larger percentage of our income does not qualify (or will not qualify) as shipping
income. Moreover, the exemption for shipping income is only available for years in which NCLH will satisfy complex
stock ownership tests or the publicly-traded test under Section 883 as described in “Item 1—Business—Taxation—
Exemption of International Shipping Income under Section 883 of the Code.” There are factual circumstances beyond
our control, including changes in the direct and indirect owners of NCLH’s ordinary shares, which could cause us or our
subsidiaries to lose the benefit of this tax exemption. Finally, any changes in our operations could significantly increase
our exposure to either the Net Tax Regime or the 4% Regime (each as defined in “Item 1—Business—Taxation”), and
we can give no assurances on this matter.

If we or any of our subsidiaries were not to qualify for the exemption under Section 883, our or such subsidiary’s U.S.-
source income would be subject to either the Net Tax Regime or the 4% Regime (each as defined in “Item 1—
Business—Taxation”). As of the date of this filing, we believe that NCLH and its subsidiaries will satisfy the publicly-
traded test imposed under Section 883 and therefore believe that NCLH will qualify for the exemption under
Section 883. However, as discussed above, there are factual circumstances beyond our control that could cause NCLH to
not meet the stock ownership or publicly-traded tests. Therefore, we can give no assurances on this matter. We refer you
to “Item 1—Business—Taxation.”

We may be subject to state, local and non-U.S. income or non-income taxes in various jurisdictions, including those in
which we transact business, own property or reside. We may be required to file tax returns in some or all of those
jurisdictions. Our state, local or non-U.S. tax treatment may not conform to the U.S. federal income tax treatment
discussed above. We may be required to pay non-U.S. taxes on dispositions of foreign property or operations involving
foreign property that may give rise to non-U.S. income or other tax liabilities in amounts that could be substantial.

The various tax regimes to which we have historically been subject result in a relatively low effective tax rate on our
worldwide income. These tax regimes, however, are subject to change, possibly with retroactive effect. For example, the
OECD and numerous jurisdictions have had an increased focus on issues concerning the taxation of multinational
businesses and have adopted several related reforms, including the implementation of a global minimum tax rate of at
least 15% for large multinational businesses starting January 1, 2024 or later, which could have a material adverse effect
on our aggregate tax liability and effective tax rate. During the fourth quarter of 2023, in response to the OECD’s BEPS

2.0 Pillar 2 global tax reform, the Company restructured its organizational structure by realigning many of its operations
across its three different brands into a single jurisdiction, Bermuda. In connection with the reorganization, among other
steps, certain NCLH subsidiaries were redomiciled to Bermuda. If our assumptions and interpretations regarding the
global minimum tax rules or our efforts to reorganize prove to be incorrect for any reason, our business, financial
condition and results of operations could be materially adversely affected. We expect global tax reform will continue to
evolve over the coming years and will continue to monitor these developments.

Additionally, previously we obtained an assurance from the Minister of Finance of Bermuda under the Exempted
Undertakings Tax Protection Act 1966 that, in the event that any legislation is enacted in Bermuda imposing any tax,
including tax on profits or income among others, such tax shall not be applicable to them until March 31, 2035. Such
assurances were superseded by the passage of new legislation as described below.

On December 27, 2023, the Bermuda Act was enacted in Bermuda. Under the Bermuda Act, the corporate income tax
will be determined based on a statutory tax rate of 15% effective for fiscal years beginning on or after January 1, 2025.
The corporate income tax will apply only to Bermuda tax resident businesses that are part of multinational enterprise
groups with €750 million or more in annual revenues in at least two of the four fiscal years immediately preceding the
year in question. Although the Government of Bermuda has already released limited guidance with respect to specific
provisions of the Bermuda Act, it is anticipated that further administrative guidance as well as regulatory guidance will
be released over the course of the 2024 calendar year and beyond.

As enacted, the Bermuda Act makes it clear that any corporate income tax liability is due regardless of the above
assurances under the Exempted Undertakings Protection Act 1966. Therefore, we expect to be subject to the Bermuda
corporate income tax with effect from January 1, 2025. The Bermuda Act provides for an international shipping income
exclusion. In order for a Bermuda entity’s international shipping income to qualify for the exclusion, the entity must
demonstrate that the strategic or commercial management of all ships concerned is effectively carried on from or within
Bermuda. We expect we will meet the necessary requirements to qualify for the international shipping income exclusion
during 2024, but we cannot provide any assurances. Additionally, the Bermuda Act provides for companies to be able to
offset 80% of their Bermuda taxable income with any tax loss deductions available on an annual basis. The Bermuda Act
provides for opening tax loss carryforwards based on the Bermuda taxable income (loss) results of the individual
Bermuda entities in the five fiscal years prior to the enactment date, which includes 2020 through 2024 calendar years
for the Company. If our assumptions and interpretations regarding the Bermuda Act prove to be incorrect for any reason,
our business, financial condition, and results of operations could be materially adversely affected.

In addition, there cannot be certainty that the relevant tax authorities are in agreement with our interpretation of
applicable tax laws. If our tax positions are challenged by relevant tax authorities, the imposition of additional taxes
could increase our effective tax rate and have a negative effect on our business, financial condition and results of
operations. The occurrence of any of the foregoing tax risks could have a material adverse effect on our business,
financial condition and results of operations.

Our 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.

Our Company and certain of its subsidiaries are or may be subject to economic substance requirements in their
jurisdictions of formation or continuation, including, but not limited to, Bermuda, Guernsey, Isle of Man, British Virgin
Islands, the Bahamas and Saint Lucia. Pursuant to the legislation passed in each jurisdiction, entities subject to each
jurisdiction’s laws that carry out relevant activities as specified in such laws, are required to demonstrate adequate
economic substance in that jurisdiction. In general terms, adequate economic substance means: (i) the entity is actually
directed and managed in the jurisdiction; (ii) core income-generating activities relating to the applicable relevant activity
are performed in the jurisdiction; (iii) there are adequate employees in the jurisdiction; (iv) the entity maintains adequate
physical presence in the jurisdiction; and (v) there is adequate operating expenditure in the jurisdiction. We have
evaluated the activities of NCLH, NCLC and their subsidiaries and have concluded that in some cases, those activities
are 'relevant activities' for the purposes of the applicable economic substance laws and that, consequently, certain entities
within our organization will be required to demonstrate compliance with these economic substance requirements. We
have in the past and may in the future be subject to increased costs and our management team may be required to devote

significant time to satisfying economic substance requirements in certain of these jurisdictions. If such entities cannot
establish compliance with these requirements, we may be liable to pay additional penalties and fines in the applicable
jurisdictions and/or required to re-domicile such entities to different jurisdictions that may have tax regimes and other
regulatory regimes which may be less favorable.

Risks Related to NCLH’s Ordinary Shares

Shareholders of NCLH may have greater difficulties in protecting their interests than shareholders of a U.S.
corporation.

We are a Bermuda exempted company. The Companies Act 1981 of Bermuda (the “Companies Act”), which applies to
NCLH, differs in material respects from laws generally applicable to U.S. corporations and their shareholders. Taken
together with the provisions of NCLH’s bye-laws, some of these differences may result in you having greater difficulties
in protecting your interests as a shareholder of NCLH than you would have as a shareholder of a U.S. corporation. This
affects, among other things, the circumstances under which transactions involving an interested director are voidable,
whether an interested director can be held accountable for any benefit realized in a transaction with our Company, what
approvals are required for business combinations by our Company with a large shareholder or a wholly-owned
subsidiary, what rights you may have as a shareholder to enforce specified provisions of the Companies Act or NCLH’s
bye-laws, and the circumstances under which we may indemnify our directors and officers.

NCLH does not expect to pay any cash dividends for the foreseeable future.

NCLH does not currently pay dividends to its shareholders and NCLH’s Board of Directors may never declare a
dividend. Our existing debt agreements restrict, and any of our future debt arrangements may restrict, among other
things, the ability of NCLH’s subsidiaries, including NCLC, to pay distributions to NCLH and NCLH’s ability to pay
cash dividends to its shareholders. In addition, any determination to pay dividends in the future will be entirely at the
discretion of NCLH’s Board of Directors and will depend upon our results of operations, cash requirements, financial
condition, business opportunities, contractual restrictions, restrictions imposed by applicable law and other factors that
NCLH’s Board of Directors deems relevant. We are not legally or contractually required to pay dividends. In addition,
NCLH is a holding company and would depend upon its subsidiaries for their ability to pay distributions to NCLH to
finance any dividend or pay any other obligations of NCLH. Investors seeking dividends should not purchase NCLH’s
ordinary shares.

Provisions 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.

NCLH’s bye-laws contain provisions that may delay, defer, prevent or render more difficult a takeover attempt that its
shareholders consider to be in their best interests. For instance, these provisions may prevent NCLH’s shareholders from
receiving a premium to the market price of NCLH’s shares offered by a bidder in a takeover context. Even in the
absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of
NCLH’s shares if they are viewed as discouraging takeover attempts in the future. These provisions include (i) the
ability of NCLH’s Board of Directors to designate one or more series of preference shares and issue preference shares
without shareholder approval; (ii) a classified board of directors; (iii) the sole power of a majority of NCLH’s Board of
Directors to fix the number of directors; (iv) the power of NCLH’s Board of Directors to fill any vacancy on NCLH’s
Board of Directors in most circumstances, including when such vacancy occurs as a result of an increase in the number
of directors or otherwise; and (v) advance notice requirements for nominating directors or introducing other business to
be conducted at shareholder meetings.

Additionally, NCLH’s bye-laws contain provisions that prevent third parties from acquiring beneficial ownership of
more than 4.9% of its outstanding shares without the consent of NCLH’s Board of Directors and provide for the lapse of
rights, and sale, of any shares acquired in excess of that limit. The effect of these provisions may preclude third parties
from seeking to acquire a controlling interest in NCLH in transactions that shareholders might consider to be in their best
interests and may prevent them from receiving a premium above market price for their shares.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Risk Management and Strategy

Our Board of Directors and management team recognizes the importance of assessing, identifying, and managing
material risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K. Our
cybersecurity risks are considered individually as part of our enterprise risk management program alongside other risks,
and prioritized and discussed with our Board of Directors.

Our internal Security Operations Center (“SOC”) has primary responsibility for assessing, identifying, and managing
material risks associated with cybersecurity threats, and provides information security monitoring for both shoreside and
shipboard information systems and applications. The SOC is a team comprised of cybersecurity professionals who are
responsible for real-time incident response management for our IT infrastructure, which includes our websites,
applications, databases, servers, network devices and components and workstations. They are trained and equipped to
identify, contain, analyze and investigate any perceived security threats as well as assist internal users with any
information security questions or reported issues, such as phishing/scam emails, information security concerns and
security solution related access or performance issues.

As part of our cybersecurity program, team members are offered cybersecurity training and participate in awareness
programs including phishing simulation exercises, regular cybersecurity newsletters and reminders and programming
and events during cybersecurity awareness month.

Our processes also address cybersecurity threat risks associated with our use of third-party service providers, including
those who have access to our customer, prospect, supplier or employee data or our systems. In addition, cybersecurity
considerations affect the selection and oversight of our third-party service providers. We generally require that third-
party service providers that access, host our data, or could otherwise introduce cybersecurity risk to us, enter into
contracts that obligate them to manage their cybersecurity risks in certain ways and report any cybersecurity incidents to
us.

We engage third-party advisory firms to conduct assessments of the maturity of our security program and, among other
measures, work to be Payment Card Industry (“PCI”) compliant where required. We also maintain incident response
procedures and business continuity and contingency plans and periodically hire third parties to conduct vulnerability
analyses. We also compare our processes to standards set by the National Institute of Standards and Technology
(“NIST”) and/or International Organization for Standardization (“ISO”), as appropriate.

Governance

The Technology, Environmental, Safety and Security (“TESS”) Committee of our Board of Directors oversees our
programs and policies related to data protection and cybersecurity and receives updates on related risks from our Chief
Information Security Officer on at least an annual basis, and more often as the circumstances require. The Audit
Committee of our Board of Directors also receives updates, at least annually, from our Chief Information Officer and/or
Chief Information Security Officer regarding cybersecurity and other information system compliance matters that may
pose risks to our financial reporting or operations.

Our Chief Information Security Officer is responsible for our overall data security and cybersecurity risk reduction
efforts, including information security compliance, training and awareness and application, network and system security.
Our Chief Information Security Officer has 25 years of prior experience in the fields of information systems,
cybersecurity, risk management, and infrastructure management. Our Chief Information Security Officer holds master’s
and bachelor’s degrees in both Computer Information Systems and Business Administration and the following
certifications: Certified Internal Controls Auditor (CICA), Payment Card Industry Professional (PCIP), Certified

Information Systems Security Professional (CISSP), Certified Information Systems Auditor (CISA) and Certified in
Risk and Information Systems Control (CRISC).

We discuss risks related to cybersecurity threats under the heading “Breaches in data security or other disturbances to
our information systems and other networks or our actual or perceived failure to comply with requirements regarding
data privacy and protection could impair our operations, subject us to significant fines, penalties and damages, and have
a material adverse impact on our business, financial condition and results of operations” included as part of our risk
factor disclosures in Item 1A of this Annual Report, which disclosures are incorporated by reference herein. We are not
aware of any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have
materially affected or are reasonably likely to materially affect our business, including our business strategy, results of
operations, or financial condition and any expenses we have incurred from cybersecurity incidents were immaterial.

Item 2. Properties

Information about our cruise ships may be found under “Item 1. Business—Our Fleet” and “Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

NCLH’s principal executive offices are located in Miami, Florida where we lease approximately 393,571 square feet of
facilities.

We lease a number of domestic and international offices throughout Europe, Asia, South America and Australia to
administer our brand operations globally. Norwegian owns a private island in the Bahamas, Great Stirrup Cay, which we
utilize as a port-of-call on some of our itineraries. We operate a private cruise destination in Belize, Harvest Caye.

We believe that our facilities are adequate for our current needs, and that we are capable of obtaining additional facilities
as necessary.

Item 3. Legal Proceedings

Our threshold for disclosing material environmental legal proceedings involving a governmental authority where
potential monetary sanctions are involved is $1 million.

See “Item 8—Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 13
Commitments and Contingencies” in Part II of this Annual Report for information about material legal proceedings.

Item 4. Mine Safety Disclosures

None.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities

PART II

Market Information

NCLH’s ordinary shares are listed on the NYSE under the symbol “NCLH.”

Holders

As of February 16, 2024, there were 278 record holders of NCLH’s ordinary shares. Since certain of NCLH’s ordinary
shares are held by brokers and other institutions on behalf of shareholders, the foregoing number is not representative of
the number of beneficial owners.

Dividends

NCLH does not currently pay dividends to its shareholders. Any determination to pay dividends in the future will be at
the discretion of our Board of Directors and will depend upon our results of operations, financial condition, restrictions
imposed by applicable law and our financing agreements and other factors that our Board of Directors deems relevant.

Stock Performance Graph

This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of
Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be
incorporated by reference into any filing of NCLH under the Securities Act of 1933, as amended, or the Exchange Act.

The following graph shows a comparison of the cumulative total return for our ordinary shares, the Standard & Poor’s
500 Composite Stock Index and the Dow Jones United States Travel and Leisure index. The Stock Performance Graph
assumes that $100 was invested at the closing price of our ordinary shares on the NYSE and in each index on the last
trading day of fiscal 2018. Past performance is not necessarily an indicator of future results. The stock prices used were
as of the close of business on the respective dates.

$250.00

$200.00

$150.00

$100.00

$50.00

12/31/18

12/31/19

12/31/20

12/31/21

12/31/22

12/31/23

NCLH
S&P 500
Dow Jones US Travel & Leisure

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Financial Presentation

The following discussion and analysis contains forward-looking statements within the meaning of the federal securities
laws, and should be read in conjunction with the disclosures we make concerning risks and other factors that may affect
our business and operating results. You should read this information in conjunction with the consolidated financial
statements and the notes thereto included in this Annual Report. See also “Cautionary Statement Concerning Forward-
Looking Statements” immediately prior to Part I, Item 1 in this Annual Report.

We categorize revenue from our cruise and cruise-related activities as either “passenger ticket” revenue or “onboard and
other” revenue. Passenger ticket revenue and onboard and other revenue vary according to product offering, the size of
the ship in operation, the length of cruises operated and the markets in which the ship operates. Our revenue is seasonal
based on demand for cruises, which has historically been strongest during the Northern Hemisphere’s summer months;
however, our cruise voyages were completely suspended from March 2020 until July 2021 due to the COVID-19
pandemic and our resumption of cruise voyages was phased in gradually, with full operation of our fleet resumed in
May 2022. Passenger ticket revenue primarily consists of revenue for accommodations, meals in certain restaurants on
the ship, certain onboard entertainment, government taxes, fees and port expenses and includes revenue for service
charges and air and land transportation to and from the ship to the extent guests purchase these items from us. Onboard
and other revenue primarily consists of revenue from casino, beverage sales, shore excursions, specialty dining, retail
sales, spa services and Wi-Fi services. Our onboard revenue is derived from onboard activities we perform directly or
that are performed by independent concessionaires, from which we receive a share of their revenue.

Our cruise operating expense is classified as follows:

• Commissions, transportation and other primarily consists of direct costs associated with passenger ticket

revenue. These costs include travel advisor commissions, air and land transportation expenses, related credit
card fees, certain government taxes, fees and port expenses and the costs associated with shore excursions and
hotel accommodations included as part of the overall cruise purchase price.

• Onboard and other primarily consists of direct costs incurred in connection with onboard and other revenue,

including casino, beverage sales and shore excursions.

• Payroll and related consists of the cost of wages, benefits and logistics for shipboard employees and costs of

certain inventory items, including food, for a third party that provides crew and other hotel services for certain
ships.

• Fuel includes fuel costs, the impact of certain fuel hedges and fuel delivery costs.

• Food consists of food costs for passengers and crew on certain ships.

• Other consists of repairs and maintenance (including Dry-dock costs), ship insurance and other ship expenses.

Critical Accounting Policies

Our consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of these
consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of our consolidated
financial statements and the reported amounts of revenue and expenses during the periods presented. We rely on
historical experience and on various other assumptions that we believe to be reasonable under the circumstances to make
these estimates and judgments. Actual results could differ materially from these estimates. We believe that the following
critical accounting policies reflect the significant estimates and assumptions used in the preparation of our consolidated

financial statements. These critical accounting policies, which are presented in detail in our notes to our audited
consolidated financial statements, relate to ship accounting and asset impairment.

Ship Accounting

Ships represent our most significant assets, and we record them at cost less accumulated depreciation. Depreciation of
ships is computed on a straight-line basis over the weighted average useful lives of primarily 30 years after a 15%
reduction for the estimated residual value of the ship. Our residual value is established based on our long-term estimates
of the expected remaining future benefit at the end of the ships’ weighted average useful lives. In 2022 and 2023, the
Company took delivery of Norwegian’s first Prima Class Ship and Oceania Cruises’ first Allura Class Ship, respectively.
Based on the design, structure and technological advancements made to these new classes of ships and the analyses of
their major components, which is generally performed upon the introduction of a new class of ship, we have assigned the
Prima Class Ships and Allura Class Ships a weighted-average useful life of 35 years with a residual value of 10%. Ship
improvement costs that we believe add value to our ships are capitalized to the ship and depreciated over the shorter of
the improvements’ estimated useful lives or the remaining useful life of the ship. When we record the retirement of a
ship component included within the ship’s cost basis, we estimate the net book value of the component being retired and
remove it from the ship’s cost basis. Repairs and maintenance activities are charged to expense as incurred. We account
for Dry-dock costs under the direct expense method which requires us to expense all Dry-dock costs as incurred.

We determine the weighted average useful lives of our ships based primarily on our estimates of the costs and useful
lives of the ships’ major component systems on the date of acquisition, such as cabins, main diesels, main electric,
superstructure and hull, and their related proportional weighting to the ship as a whole. The useful lives of components
of new ships and ship improvements are estimated based on the economic lives of the new components. In addition, to
determine the useful lives of the major components of new ships and ship improvements, we consider the impact of the
historical useful lives of similar assets, manufacturer recommended lives, planned maintenance programs and anticipated
changes in technological conditions. Given the large and complex nature of our ships, our accounting estimates related to
ships and determinations of ship improvement costs to be capitalized require judgment and are uncertain. Should certain
factors or circumstances cause us to revise our estimate of ship service lives or projected residual values, depreciation
expense could be materially lower or higher.

If circumstances cause us to change our assumptions in making determinations as to whether ship improvements should
be capitalized, the amounts we expense each year as repairs and maintenance costs could increase, partially offset by a
decrease in depreciation expense. If we reduced our estimated weighted average ship service life by one year,
depreciation expense for the year ended December 31, 2023 would have increased by $19.4 million. In addition, if our
ships were estimated to have no residual value, depreciation expense for the same period would have increased by
$84.4 million. We believe our estimates for ship accounting are reasonable and our methods are consistently applied. We
believe that depreciation expense is based on a rational and systematic method to allocate our ships’ costs to the periods
that benefit from the ships’ usage.

Asset Impairment

We review our long-lived assets, principally ships, for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Assets are grouped and evaluated at the lowest level for
which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. For ship
impairment analyses, the lowest level for which identifiable cash flows are largely independent of other assets and
liabilities is each individual ship. We consider historical performance and future estimated results in our evaluation of
potential impairment and then compare the carrying amount of the asset to the estimated undiscounted future cash flows
expected to result from the use of the asset. If the carrying amount of the asset exceeds the estimated expected
undiscounted future cash flows, we measure the amount of the impairment by comparing the carrying amount of the
asset to its estimated fair value. We estimate fair value based on the best information available utilizing estimates,
judgments and projections as necessary. Our estimate of fair value is generally measured by discounting expected future
cash flows at discount rates commensurate with the associated risk.

We evaluate goodwill and trade names for impairment annually or more frequently when an event occurs or
circumstances change that indicates the carrying value of a reporting unit may not be recoverable. In 2023, we changed
our annual evaluation date for impairment from December 31 to October 1. We believe this measurement date, which
represents a change in the method of applying an accounting principle, is preferable because it better aligns with the
timing of the Company’s financial planning process, which is a key component of the annual impairment tests. The
change in the measurement date did not delay, accelerate or prevent an impairment charge. The accounting policy
change is not material and will be applied prospectively. For our evaluation of goodwill, we use a qualitative assessment
which allows us to first assess qualitative factors to determine whether it is more likely than not (i.e., more than 50%)
that the estimated fair value of a reporting unit is less than its carrying value. For trade names we also provide a
qualitative assessment to determine if there is any indication of impairment.

In order to make this evaluation, we consider whether any of the following factors or conditions exist:

• Changes in general macroeconomic conditions, such as a deterioration in general economic conditions;

limitations on accessing capital; fluctuations in foreign exchange rates; or other developments in equity and
credit markets;

• Changes in industry and market conditions such as a deterioration in the environment in which an entity

operates; an increased competitive environment; a decline in market-dependent multiples or metrics (in both
absolute terms and relative to peers); a change in the market for an entity’s products or services; or a regulatory
or political development;

• Changes in cost factors that have a negative effect on earnings and cash flows;

• Decline in overall financial performance (for both actual and expected performance);

• Entity and reporting unit specific negative events such as changes in management, key personnel, strategy, or

customers; litigation; or a change in the composition or carrying amount of net assets; and

• Decline in share price (in both absolute terms and relative to peers).

It is at our discretion whether to perform the qualitative test and we may bypass the qualitative test in any period and
proceed directly to the quantitative impairment test. We may also, at our discretion, resume performing the qualitative
assessment in any subsequent period.

We believe our estimates and judgments with respect to our long-lived assets, principally ships, goodwill, trade names
and other indefinite-lived intangible assets are reasonable. Nonetheless, if there was a material change in assumptions
used in the determination of such fair values or if there is a material change in the conditions or circumstances that
influence such assets, we could be required to record an impairment charge. If a material change occurred or the result of
the qualitative assessment indicated it is more likely than not that the estimated fair value of the asset is less than its
carrying value, we would conduct a quantitative assessment comparing the fair value to its carrying value.

We have concluded that our business has three reporting units. Each brand, Oceania Cruises, Regent Seven Seas and
Norwegian, constitutes a business for which discrete financial information is available and management regularly
reviews the operating results and, therefore, each brand is considered an operating segment.

For our annual impairment evaluation, we performed a quantitative assessment for the Regent Seven Seas reporting unit
and of each brand’s trade names. Based on the results of the assessment, we determined there was no impairment of
goodwill because the fair value of the Regent Seven Seas reporting unit substantially exceeded its carrying value. As of
December 31, 2023, there was $98.1 million of goodwill remaining for the Regent Seven Seas reporting unit. Trade
names were $500.5 million as of December 31, 2023. As of October 1, 2023, our annual impairment reviews support the
carrying values of these assets. See Note 2 – “Summary of Significant Accounting Policies” for more information.

Non-GAAP Financial Measures

We use certain non-GAAP financial measures, such as Adjusted Gross Margin, Net Yield, Net Cruise Cost, Adjusted
Net Cruise Cost Excluding Fuel, Adjusted EBITDA, Adjusted Net Income (Loss) and Adjusted EPS, to enable us to
analyze our performance. See “Terms Used in this Annual Report” for the definitions of these and other non-GAAP
financial measures. We utilize Adjusted Gross Margin and Net Yield to manage our business on a day-to-day basis
because it reflects revenue earned net of certain direct variable costs. We also utilize Net Cruise Cost and Adjusted Net
Cruise Cost Excluding Fuel to manage our business on a day-to-day basis. In measuring our ability to control costs in a
manner that positively impacts our net income (loss), we believe changes in Adjusted Gross Margin, Net Yield, Net
Cruise Cost and Adjusted Net Cruise Cost Excluding Fuel to be the most relevant indicators of our performance. Per
Capacity Day data is not presented for the year ended December 31, 2022 as we do not consider it meaningful for
comparison purposes due to our phased restart of cruise operations, which was completed in May 2022.

We believe that Adjusted EBITDA is appropriate as a supplemental financial measure as it is used by management to
assess operating performance. We also believe that Adjusted EBITDA is a useful measure in determining our
performance as it reflects certain operating drivers of our business, such as sales growth, operating costs, marketing,
general and administrative expense and other operating income and expense. In addition, management uses Adjusted
EBITDA as a performance measure for our incentive compensation. Adjusted EBITDA is not a defined term under
GAAP nor is it intended to be a measure of liquidity or cash flows from operations or a measure comparable to net
income (loss), as it does not take into account certain requirements such as capital expenditures and related depreciation,
principal and interest payments and tax payments and it includes other supplemental adjustments.

In addition, Adjusted Net Income (Loss) and Adjusted EPS are non-GAAP financial measures that exclude certain
amounts and are used to supplement GAAP net income (loss) and EPS. We use Adjusted Net Income (Loss) and
Adjusted EPS as key performance measures of our earnings performance. We believe that both management and
investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning,
forecasting and analyzing future periods. These non-GAAP financial measures also facilitate management’s internal
comparison to our historical performance. In addition, management uses Adjusted EPS as a performance measure for our
incentive compensation. The amounts excluded in the presentation of these non-GAAP financial measures may vary
from period to period; accordingly, our presentation of Adjusted Net Income (Loss) and Adjusted EPS may not be
indicative of future adjustments or results. For example, for the year ended December 31, 2022, we incurred
$12.1 million related to restructuring costs or charges. We included this as an adjustment in the reconciliation of
Adjusted Net Income (Loss) since the expenses are not representative of our day-to-day operations; however, this
adjustment did not occur and is not included in the comparative period presented within this Annual Report.

You are encouraged to evaluate each adjustment used in calculating our non-GAAP financial measures and the reasons
we consider our non-GAAP financial measures appropriate for supplemental analysis. In evaluating our non-GAAP
financial measures, you should be aware that in the future we may incur expenses similar to the adjustments in our
presentation. Our non-GAAP financial measures have limitations as analytical tools, and you should not consider these
measures in isolation or as a substitute for analysis of our results as reported under GAAP. Our presentation of our non-
GAAP financial measures should not be construed as an inference that our future results will be unaffected by unusual or
non-recurring items. Our non-GAAP financial measures may not be comparable to other companies. Please see a
historical reconciliation of these measures to the most comparable GAAP measure presented in our consolidated
financial statements below in the “Results of Operations” section.

Financing Transactions

In February 2023, NCLC issued $600 million aggregate principal amount of 8.375% senior secured notes due 2028. The
net proceeds from the notes were used to repay the loans outstanding under our Term Loan A Facility that otherwise
would have become due in January 2024, including to pay any accrued and unpaid interest thereon, as well as related
premiums, fees and expenses.

was reduced to $650 million, which may be drawn in up to two draws, and in connection with the execution of the
current commitment letter, NCLC issued $250 million aggregate principal amount of 9.75% senior secured notes due
2028. NCLC used the net proceeds for general corporate purposes. In February 2024, we extended the $650 million
undrawn commitment from February 2024 to March 2024 while maintaining our option to further extend the
commitment. We are currently taking steps to refinance the commitment, which is subject to approval by our Board of
Directors. We expect the refinanced commitment to be extended for one year through March 2025, when effective.

In October 2023, NCLC issued $790 million aggregate principal amount of 8.125% senior secured notes due 2029. The
net proceeds from the notes, together with cash on hand, were used to repay the Term Loan A Facility, including to pay
any accrued and unpaid interest thereon, as well as related premiums, fees and expenses. No term loans remain
outstanding.

Also in October 2023, NCLC entered into the Sixth ARCA, an amendment and restatement of the Senior Secured Credit
Facility, which among other things, increased the aggregate amount of the Revolving Loan Facility from $875 million to
$1.2 billion.

See Note 8 – “Long-Term Debt” for more information.

Update on Bookings

The Company continues to experience healthy consumer demand and is at an all-time high booked position and with
pricing reflective of some of the best booking weeks in the Company’s history beginning with Black Friday and Cyber
Monday. However, because of our cancellation policies, bookings may not be representative of actual revenues.
Additionally, onboard revenue remains robust, with broad-based strength across all revenue streams.

As a result of the ongoing conflict in Israel and the Red Sea, the Company cancelled and redirected all calls to Israel
during the fourth quarter of 2023. Additionally, all calls to Israel and the Red Sea have been cancelled and redirected for
the entirety of 2024. Prior to the conflict, approximately 7% of the capacity in the fourth quarter of 2023 and 4% of
capacity for the full year 2024 expected to visit the Middle East, which includes Bahrain, Cyprus, Egypt, Israel, Jordan,
Oman, Qatar, Saudi Arabia, and the United Arab Emirates. Approximately 1% of second quarter 2024 capacity and 1%
of 2024 capacity were expected to sail through the Red Sea.

Macroeconomic Trends and Uncertainties

As a result of conditions associated with global macroeconomic events, the global economy, including the financial and
credit markets, has experienced volatility and disruptions, including impacts to inflation rates, fuel prices, foreign
currencies and interest rates. Our costs have been, and are expected to continue to be, adversely impacted by these
factors. We have used, and may continue to use, derivative instruments to attempt to mitigate the risk of volatility in fuel
prices and interest rates. In an attempt to mitigate risks related to inflation, our supply chain department has negotiated
contracts with varying terms, with a goal of providing us with the ability to take advantage of cost declines when they
occur, and diversified our sourcing options. These strategies may not fully offset the impact of current macroeconomic
conditions; however, during 2023, we continued to see progress from our ongoing margin enhancement initiative. The
Company continues to prioritize identifying and evaluating a variety of initiatives to improve its cost structure and
margin profile, while preserving its brand equity and optimal guest satisfaction levels. Furthermore, we are exposed to
fluctuations in the euro exchange rate for certain portions of ship construction contracts that have not been hedged. See
“Item 1A. Risk Factors” in our Annual Report for additional information.

Climate Change

We believe the increasing focus on climate change, including the Company’s recently established targets for greenhouse
gas reductions, and evolving regulatory requirements will materially impact our future capital expenditures and results of
operations. We have set interim targets to guide us on our path to net zero and provide more details about them in our
annual ESG Report. We expect to incur significant expenses related to these regulatory requirements and commitments,
which may include expenses related to greenhouse gas emissions reduction initiatives and the purchase of emissions

allowances, among other things. We have and may continue to be required to change certain operating procedures, for
example slowing the speed of our ships, to meet regulatory requirements, which could adversely impact our operations.
We are evaluating the effects of global climate change related requirements, which are still evolving, including our
ability to mitigate certain future expenses through initiatives to reduce greenhouse gas emissions; consequently, the full
impact to the Company is not yet known. Additionally, our ships, port facilities, corporate offices and island destinations
have in the past and may again be adversely affected by an increase in the frequency and intensity of adverse weather
conditions caused by climate change. For example, certain ports have become temporarily unavailable to us due to
hurricane damage and other destinations have either considered or implemented restrictions on cruise operations due to
environmental concerns. Refer to “Impacts related to climate change may adversely affect our business, financial
condition and results of operations” in “Item 1A. Risk Factors” for further information.

Pillar 2 and Income Tax Expense

During the three months ended December 31, 2023, in response to changes in the global tax landscape due to the
implementation of the OECD’s Pillar 2 global tax reform initiative, the Company restructured its organizational footprint
by realigning many of its operations across its three different brands into a single jurisdiction, Bermuda, and exited our
U.K. tax residency status for NCLH and NCLC as of December 31, 2023. The Company continues to monitor further
regulations related to the implementation of the Bermuda Corporate Income Tax Act, and the forecast of the Company’s
non-exempt taxable income in the Bermuda and U.S. jurisdictions, and the outlooks for the cruise industry and broader
economy. As a result of the enactment of the Bermuda Corporate Income Tax Act 2023, the Company recognized
additional deferred tax assets and has a valuation allowance related to our Bermuda deferred tax assets of $532.4 million
as of December 31, 2023. The Bermuda deferred tax assets amount will continue to be evaluated through the enactment
date, January 1, 2025, and is subject to material change as this is an estimated amount. Refer to Note 12 – “Income
Taxes” for further information. Additionally, the Company continues to maintain a valuation allowance with respect to
its U.S. net deferred tax assets, which has a balance of $159.8 million as of December 31, 2023. We will continue to
evaluate all relevant positive and negative evidence in monitoring the realizability of our deferred tax assets and
determining the appropriate timing for the recognition of any valuation allowance reversal. In the future, the Company
may recognize a material reversal of its valuation allowance on both its U.S. and Bermuda deferred tax assets. The
Company would not expect to have a material change in its income tax expense, with the exception of any potential
impact from a release of the valuation allowance.

Executive Overview

Total revenue increased 76.5% to $8.5 billion for the year ended December 31, 2023 compared to $4.8 billion for the
year ended December 31, 2022. Capacity Days increased by 29.0%.

For the year ended December 31, 2023, we had net income and diluted EPS of $166.2 million and $0.39, respectively.
For the year ended December 31, 2022, we had net loss and diluted EPS of $(2.3) billion and $(5.41), respectively.
Operating income increased to $930.9 million for the year ended December 31, 2023 from an operating loss of
$(1.6) billion for the year ended December 31, 2022.

We had Adjusted Net Income and Adjusted EPS of $298.0 million and $0.70, respectively, for the year ended
December 31, 2023, including $131.8 million of adjustments primarily consisting of share-based compensation,
compared to Adjusted Net Loss and Adjusted EPS of $(1.9) billion and $(4.64), respectively, for the year ended
December 31, 2022. Adjusted EBITDA increased to $1.9 billion for the year ended December 31, 2023 from $(673.9)
for the year ended December 31, 2022. We refer you to our “Results of Operations” below for a calculation of Adjusted
Net Income (Loss), Adjusted EPS and Adjusted EBITDA.

Results of Operations

The discussion below compares the results of operations for the year ended December 31, 2023 to the year ended
December 31, 2022. You should read this discussion in conjunction with the consolidated financial statements and the
notes thereto included elsewhere in this Annual Report. For a comparison of the Company’s results of operations for the
fiscal years ended December 31, 2022 to the year ended December 31, 2021, see “Item 7, Management’s Discussion and

Analysis of Financial Condition and Results of Operations” in the Company’s annual report on Form 10-K for the year
ended December 31, 2022, which was filed with the U.S. Securities and Exchange Commission on February 28, 2023.

We reported total revenue, total cruise operating expense, operating income (loss) and net income (loss) as follows (in
thousands, except per share data):

Year Ended December 31,

2023

2022
4,843,760
4,267,086
930,911 $ (1,551,757)
166,178 $ (2,269,909)

$ 8,549,924 $
$ 5,468,587 $
$
$

$
$

0.39 $
0.39 $

(5.41)
(5.41)

Year Ended December 31,

2023

2022

67.3 %
32.7 %
100.0 %

22.0 %
7.0 %
14.8 %
8.4 %
4.2 %
7.6 %
64.0 %

15.7 %
9.4 %
25.1 %
10.9 %

(8.5)%
(0.5)%
(9.0)%
1.9 %
— %
1.9 %

67.2 %
32.8 %
100.0 %

21.4 %
7.4 %
22.5 %
14.2 %
5.4 %
17.2 %
88.1 %

28.5 %
15.5 %
44.0 %
(32.1)%

(16.5)%
1.6 %
(14.9)%
(47.0)%
0.1 %
(46.9)%

Total revenue
Total cruise operating expense
Operating income (loss)
Net income (loss)
EPS:

Basic
Diluted

The following table sets forth operating data as a percentage of total revenue:

Revenue

Passenger ticket
Onboard and other
Total revenue

Cruise operating expense

Commissions, transportation and other
Onboard and other
Payroll and related
Fuel
Food
Other

Total cruise operating expense

Other operating expense

Marketing, general and administrative
Depreciation and amortization
Total other operating expense
Operating income (loss)
Non-operating income (expense)

Interest expense, net
Other income (expense), net

Total non-operating income (expense)

Net income (loss) before income taxes
Income tax benefit (expense)
Net income (loss)

The following table sets forth selected statistical information:

Passengers carried
Passenger Cruise Days
Capacity Days (1)
Occupancy Percentage

Year Ended December 31,

2023

2,716,546
23,311,672
22,652,588

2022
1,663,275
12,791,773
17,566,069

102.9 %

72.8 %

(1) Excludes certain capacity on Pride of America, which was temporarily unavailable in 2022.

Adjusted Gross Margin and Net Yield were calculated as follows (in thousands except Capacity Days and per Capacity
Day data):

Total revenue
Less:
Total cruise operating expense
Ship depreciation
Gross Margin
Ship depreciation
Payroll and related
Fuel
Food
Other

Adjusted Gross Margin

Capacity Days
Gross Margin per Capacity Day
Net Yield

Year Ended December 31,

2023
8,549,924

2022
4,843,760

5,468,587
753,629
2,327,708
753,629
1,262,119
716,833
358,310
648,142
6,066,741
22,652,588
102.76
267.82

$
$

4,267,086
700,988
(124,314)
700,988
1,088,639
686,825
263,807
835,254
3,451,199

Gross Cruise Cost, Net Cruise Cost, Net Cruise Cost Excluding Fuel and Adjusted Net Cruise Cost Excluding Fuel were
calculated as follows (in thousands except Capacity Days and per Capacity Day data):

Total cruise operating expense
Marketing, general and administrative expense

Gross Cruise Cost

Less:
Commissions, transportation and other expense
Onboard and other expense

Net Cruise Cost
Less: Fuel expense

Net Cruise Cost Excluding Fuel
Less Other Non-GAAP Adjustments:
Non-cash deferred compensation (1)
Non-cash share-based compensation (2)
Restructuring costs (3)

Adjusted Net Cruise Cost Excluding Fuel
Capacity Days
Gross Cruise Cost per Capacity Day
Net Cruise Cost per Capacity Day
Net Cruise Cost Excluding Fuel per Capacity Day
Adjusted Net Cruise Cost Excluding Fuel per Capacity Day

Year Ended December 31,

2022
4,267,086
1,379,105
5,646,191

1,034,629
357,932
4,253,630
686,825
3,566,805

2,797
113,563
12,140
3,438,305

2023
5,468,587
1,341,858
6,810,445

1,883,279
599,904
4,327,262
716,833
3,610,429

2,312
118,940
—
3,489,177
22,652,588
300.65
191.03
159.38
154.03

$
$
$
$

(1) Non-cash deferred compensation expenses related to the crew pension plan and other crew expenses, which are

included in payroll and related expense.

(2) Non-cash share-based compensation expenses related to equity awards, which are included in marketing, general

and administrative expense and payroll and related expense.

(3) Restructuring costs related to the workforce reduction are included in marketing, general and administrative

expense.

Adjusted Net Income (Loss) and Adjusted EPS were calculated as follows (in thousands, except share and per share
data):

Net income (loss)
Non-GAAP Adjustments:

Non-cash deferred compensation (1)
Non-cash share-based compensation (2)
Restructuring costs (3)
Extinguishment and modification of debt (4)

Adjusted Net Income (Loss)

Diluted weighted-average shares outstanding - Net income (loss) and Adjusted Net
Income (Loss)
Diluted EPS

Adjusted EPS

$
$

Year Ended December 31,

2023
166,178 $ (2,269,909)

2022

4,039
118,940
—
8,822

4,048
113,563
12,140
193,374
297,979 $ (1,946,784)

427,400,849

419,773,195
(5.41)
(4.64)

0.39 $
0.70 $

(1) Non-cash deferred compensation expenses related to the crew pension plan and other crew expenses are included in

payroll and related expense and other income (expense), net.

(2) Non-cash share-based compensation expenses related to equity awards are included in marketing, general and

administrative expense and payroll and related expense.

(3) Restructuring costs related to the workforce reduction are included in marketing, general and administrative

expense.

(4) Losses on extinguishments and modifications of debt are primarily included in interest expense, net.

EBITDA and Adjusted EBITDA were calculated as follows (in thousands):

Net income (loss)
Interest expense, net
Income tax (benefit) expense
Depreciation and amortization expense

EBITDA

Other (income) expense, net (1)
Other Non-GAAP Adjustments:

Non-cash deferred compensation (2)
Non-cash share-based compensation (3)
Restructuring costs (4)

Adjusted EBITDA

Year Ended December 31,

2022

2023
166,178 $ (2,269,909)
801,512
727,531
(6,794)
(3,002)
749,326
808,568
(725,865)
1,699,275
(76,566)
40,204

2,312
118,940
—

$ 1,860,731 $

2,797
113,563
12,140
(673,931)

(1) Primarily consists of gains and losses, net of foreign currency remeasurements, and in 2022, derivatives not

designated as hedges.

(2) Non-cash deferred compensation expenses related to the crew pension plan and other crew expenses are included in

payroll and related expense.

(3) Non-cash share-based compensation expenses related to equity awards are included in marketing, general and

administrative expense and payroll and related expense.

(4) Restructuring costs related to the workforce reduction are included in marketing, general and administrative

expense.

Year Ended December 31, 2023 (“2023”) Compared to Year Ended December 31, 2022 (“2022”)

Revenue

Total revenue increased 76.5% to $8.5 billion in 2023 compared to $4.8 billion in 2022. In 2023, revenue primarily
increased as a result of increases in our Occupancy following our return to service with 23.3 million Passenger Cruise
Days compared to 12.8 million in 2022.

Expense

Total cruise operating expense increased 28.2% in 2023 compared to 2022. In 2023, our cruise operating expenses
increased due to the resumption of voyages, resulting in higher payroll, food and direct variable costs of fully operating
ships. In 2022, the year started with 16 ships operating with guests onboard and ended with the full fleet in service,
which was completed in May 2022. Gross Cruise Cost increased 20.6% in 2023 compared to 2022, primarily related to
the change in costs described above.

Interest expense, net was $727.5 million in 2023 compared to $801.5 million in 2022. The decrease in 2023 primarily
reflects lower losses from extinguishment of debt and debt modification costs, which were $8.8 million in 2023 and
$193.4 million in 2022. Excluding these losses, interest expense increased primarily as a result of higher rates.

Other income (expense), net was expense of $40.2 million in 2023 compared to income of $76.6 million in 2022. In
2023, the expense primarily related to net losses on foreign currency remeasurements. In 2022, the income was primarily
due to gains on derivatives not designated as hedges and gains from foreign currency remeasurements.

Liquidity and Capital Resources

General

As of December 31, 2023, our liquidity of $2.3 billion consisted of cash and cash equivalents of $402.4 million,
borrowings available under our $1.2 billion fully undrawn Revolving Loan Facility and a $650 million undrawn
commitment less related fees. Our primary ongoing liquidity requirements are to finance working capital, capital
expenditures and debt service. As of December 31, 2023, we had a working capital deficit of $4.7 billion. This deficit
included $3.1 billion of advance ticket sales, which represents the total revenue we collected in advance of sailing dates
and accordingly are substantially more like deferred revenue balances rather than actual current cash liabilities. Our
business model, along with our liquidity and undrawn export-credit backed facilities, allows us to operate with a working
capital deficit and still meet our operating, investing and financing needs.

In February 2023, our $1 billion commitment letter was extended through February 2024, with an option for NCLC to
further extend the commitments through February 2025 at its election. Simultaneously, the amount of the commitment
was reduced to $650 million, which may be drawn in up to two draws, and in connection with the execution of the
current commitment letter, NCLC issued $250 million aggregate principal amount of 9.75% senior secured notes due
2028. NCLC used the net proceeds for general corporate purposes. In February 2024, we extended the $650 million
undrawn commitment from February 2024 to March 2024 while maintaining our option to further extend the
commitment.

Refer to Note 8 – “Long-Term Debt” for further details about the above financing transactions.

Based on our liquidity estimates and our current resources, we have concluded we have sufficient liquidity to satisfy our
obligations for at least the next 12 months. There can be no assurance that the accuracy of the assumptions used to
estimate our liquidity requirements will be correct, and our ability to be predictive is uncertain due to the dynamic nature
of the current operating environment, including any current macroeconomic events and conditions such as inflation,
rising fuel prices and higher interest rates.

As noted above, we extended the $650 million undrawn commitment from February 2024 to March 2024 while
maintaining our option to further extend the commitment. In February 2024, the Commitment Parties (as defined in Note
8 – “Long-Term Debt”) entered into a third amended and restated commitment letter (the “third amended commitment
letter”), which is expected to become effective in March 2024. The effectiveness is subject to approval by our Board of
Directors. Upon effectiveness, the third amended commitment letter will amend and restate the current commitment
letter and extend the commitments thereunder through March 2025. Pursuant to the third amended commitment letter,
and subject to effectiveness thereof, the Commitment Parties have agreed to purchase from NCLC an aggregate principal
amount of $650 million of senior unsecured notes due five years after the issue date (the “Commitment Notes”) at
NCLC’s option. If drawn, the Commitment Notes will bear interest at a rate per annum equal to (A) the greater of (i) the
interest rate of the 7.75% senior notes due 2029 (“2029 Unsecured Notes”) and (ii) the then-current secondary trading
yield applicable to the 2029 Unsecured Notes plus (B) 200 basis points. The Commitment Notes will be subject to a one-
time structuring fee of 0.50% and a quarterly commitment fee of 0.75% for so long as the commitments with respect to
the Commitment Notes are outstanding. If drawn, the Commitment Notes will be subject to an issue fee of 0.50%. In
connection with the execution of the third amended commitment letter, and subject to effectiveness thereof, NCLC has
agreed to repurchase all of the outstanding Class A Notes (as defined in Note 8 – “Long-Term Debt”) at a purchase price
of 107% of the principal amount thereof plus accrued and unpaid interest thereon.

We also intend to refinance the $565.0 million 3.625% senior unsecured notes due in December 2024 prior to
September 2024. Within the next twelve months, we may pursue other refinancings in order to reduce interest expense
and/or extend debt maturities. There is no assurance that cash flows from operations and additional financings will be
available in the future to fund our future obligations. Beyond the next 12 months, we will pursue refinancings and other
balance sheet optimization transactions in order to reduce interest expense and/or extend debt maturities. Refer to
Item 1A, “Risk Factors” for further details regarding risks and uncertainties that may cause our results to differ from our
expectations.

At December 31, 2023, we were in compliance with all of our debt covenants. If we do not continue to remain in
compliance with our covenants, we would have to seek additional amendments to or waivers of the covenants. 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 to our operations and liquidity.

Our Moody’s long-term issuer rating is B2, our senior secured rating is B1 and our senior unsecured rating is Caa1. Our
S&P Global issuer credit rating is B, our issue-level rating on our $1.2 billion Revolving Loan Facility, 2028 Senior
Secured Notes and 2029 Senior Secured Notes is BB-, our issue-level rating on our other senior secured notes is B+ and
our senior unsecured rating is CCC+. If our credit ratings were to be further downgraded, or general market conditions
were to ascribe higher risk to our rating levels, our industry, or us, our access to capital and the cost of any debt or equity
financing will be further negatively impacted. We also have capacity to incur additional indebtedness under our debt
agreements and may issue additional ordinary shares from time to time, subject to our authorized number of ordinary
shares. However, there is no guarantee that debt or equity financings will be available in the future to fund our
obligations, or that they will be available on terms consistent with our expectations.

As of December 31, 2023, we had advance ticket sales of $3.2 billion, including the long-term portion, which included
approximately $78.0 million of future cruise credits. We also have agreements with our credit card processors that, as of
December 31, 2023, governed approximately $2.9 billion in advance ticket sales that had been received by the Company
relating to future voyages. These agreements allow the credit card processors to require under certain circumstances,
including the existence of a material adverse change, excessive chargebacks and other triggering events, that the
Company maintain a reserve which would be satisfied by posting collateral. 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. As of
December 31, 2023, we had cash collateral reserves of approximately $51.6 million, which includes $20.1 million
recognized in accounts receivable, net and $31.5 million recognized in other long-term assets. During the year ended
December 31, 2023, the Company received a return of cash collateral from one credit card processor of $500 million,
which was previously classified as other long-term assets. 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.

Sources and Uses of Cash

In this section, references to 2023 refer to the year ended December 31, 2023, references to 2022 refer to the year
ended December 31, 2022.

Net cash provided by operating activities was $2.0 billion in 2023 compared to net cash provided by operating activities
of $210.0 million in 2022. Net cash provided by operating activities included net income (loss) and the timing
differences in cash receipts and payments relating to operating assets and liabilities. The net cash provided by operating
activities in 2023 included net income of $166.2 million and an increase in advance ticket sales of $503.7 million. The
net cash provided by operating activities in 2022 included net losses of $(2.3) billion, an increase in advance ticket sales
of $928.9 million and loss on extinguishment of debt of $188.8 million.

Net cash used in investing activities was $2.9 billion in 2023, primarily related to three new ship deliveries and newbuild
payments. Net cash used in investing activities was $1.8 billion in 2022, primarily related to the delivery of Norwegian
Prima.

Net cash provided by financing activities was $346.9 million in 2023, primarily due to newbuild loans and $1.6 billion
from our various note offerings, partially offset by debt repayments and a net decrease in our Revolving Loan Facility
balance. Net cash provided by financing activities was $1.0 billion in 2022, primarily due to newbuild loans and the
proceeds of $2.1 billion from our various note offerings partially offset by debt repayments and related redemption
premiums associated with extinguishment of certain senior secured notes.

For the Company’s cash flow activities for the fiscal year ended December 31, 2021, see “Item 7, Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s annual report on
Form 10-K for the year ended December 31, 2022, which was filed with the U.S. Securities and Exchange Commission
on February 28, 2023.

Future Capital Commitments

Future capital commitments consist of contracted commitments, including ship construction contracts. Anticipated
expenditures related to ship construction contracts are $0.4 billion, $2.1 billion and $1.4 billion for the years ending
December 31, 2024, 2025 and 2026, respectively. We have export-credit backed financing in place for the anticipated
expenditures related to ship construction contracts of $0.2 billion, $1.5 billion and $0.8 billion for the years ending
December 31, 2024, 2025 and 2026, respectively. Anticipated non-newbuild capital expenditures are $475 million for
the year ended December 31, 2024. Future expected capital expenditures will significantly increase our depreciation and
amortization expense.

the Oceania Cruises brand, we have an order for one Allura Class Ship to be delivered in 2025. The Allura Class Ship
will be approximately 67,800 Gross Tons and 1,250 Berths.

As of December 31, 2023, the combined contract prices, including amendments and change orders, of the five ships on
order for delivery was approximately €5.8 billion, or $6.4 billion based on the euro/U.S. dollar exchange rate as of
December 31, 2023. We have obtained fixed-rate export-credit backed financing which is expected to fund
approximately 80% of the contract price of each ship on order, 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.

Capitalized interest for the year ended December 31, 2023 and 2022 was $56.4 million and $58.4 million, respectively,
primarily associated with the construction of our newbuild ships.

Material Cash Requirements

As of December 31, 2023, our material cash requirements for debt and ship construction were as follows (in thousands):

2024

2025

Long-term debt (1) $ 2,365,645 $ 1,905,404
Ship construction
contracts (2)

282,218 1,904,962
$ 2,647,863 $ 3,810,366

Total

2026
$ 2,715,005

2027
$ 3,655,025

2028
$ 2,189,874

Thereafter

Total

$ 4,207,094 $ 17,038,047

1,326,932
$ 4,041,937

1,273,658
$ 4,928,683

1,186,339
$ 3,376,213

—

5,974,109
$ 4,207,094 $ 23,012,156

(1) Includes principal as well as estimated interest payments with Term SOFR held constant as of December 31, 2023.
Includes exchangeable notes which can be settled in shares. Excludes the impact of any future possible refinancings
and undrawn export-credit backed facilities.

(2) Ship construction contracts are for our newbuild ships based on the euro/U.S. dollar exchange rate as of

December 31, 2023. As of December 31, 2023, we have committed undrawn export-credit backed facilities of
$5.4 billion which funds approximately 80% of our ship construction contracts. Excludes the impact of expected
future ship construction contracts that are not effective noted above.

For other operational commitments for lease and port obligations we refer you to Note 5 – “Leases” and Note 13 –
“Commitments and Contingencies,” respectively, for further information.

Funding Sources

Certain of our debt agreements contain covenants that, among other things, require us to maintain a minimum level of
liquidity, as well as limit our net funded debt-to-capital ratio and maintain certain other ratios. Approximately
$16.2 billion of our assets are pledged as collateral for certain of our debt. We believe we were in compliance with our
covenants as of December 31, 2023.

In addition, our existing debt agreements restrict, and any of our future debt arrangements may restrict, among other
things, the ability of our subsidiaries, including NCLC, to make distributions and/or pay dividends to NCLH and
NCLH’s ability to pay cash dividends to its shareholders. NCLH is a holding company and depends upon its subsidiaries
for their ability to pay distributions to it to finance any dividend or pay any other obligations of NCLH. However, we do
not believe that these restrictions have had or are expected to have an impact on our ability to meet any cash obligations.

We believe our cash on hand, the impact of the undrawn commitment less related fees, borrowings available under our
$1.2 billion fully undrawn Revolving Loan Facility, expected future operating cash inflows and our ability to issue debt
securities or additional equity securities, will be sufficient to fund operations, debt payment requirements, capital
expenditures and maintain compliance with covenants under our debt agreements over the next 12-month period. Refer

to “—Liquidity and Capital Resources—General” for further information regarding the debt covenant waivers and
liquidity requirements.

Other

Certain service providers may require collateral in the normal course of our business. The amount of collateral may
change based on certain terms and conditions.

As a routine part of our business, depending on market conditions, exchange rates, pricing and our strategy for growth,
we regularly consider opportunities to enter into contracts for the building of additional ships. We may also consider the
sale of ships, potential acquisitions and strategic alliances. If any of these transactions were to occur, they may be
financed through the incurrence of additional permitted indebtedness, through cash flows from operations, or through the
issuance of debt, equity or equity-related securities.

We refer you to “—Liquidity and Capital Resources—General” for information regarding collateral provided to our
credit card processors.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

General

Interest Rate Risk

As of December 31, 2023, 95% of our debt was fixed and 5% was variable. As of December 31, 2022, 75% of our debt
was fixed and 25% was variable, which includes the effects of an interest rate swap that matured during the year ended
December 31, 2022. The change in our fixed rate percentage from December 31, 2022 to December 31, 2023 was
primarily due to the addition of fixed rate debt and refinancing variable rate debt with fixed rate debt. Based on our
December 31, 2023 outstanding variable rate debt balance, a one percentage point increase in annual Term SOFR
interest rates would increase our annual interest expense by approximately $6.8 million excluding the effects of
capitalization of interest.

Foreign Currency Exchange Rate Risk

As of December 31, 2023, future ship construction obligations aggregate €5.4 billion, or $6.0 billion based on the
euro/U.S. dollar exchange rate as of December 31, 2023. As of December 31, 2022, the ship construction obligations
aggregated €4.5 billion, or $4.8 billion, based on the euro/U.S. dollar exchange rate as of December 31, 2022. The
change from December 31, 2022 to December 31, 2023 was due to an increase in contract price for our newbuild
agreements. We estimate that a 10% change in the euro as of December 31, 2023 would result in a $0.6 billion change in
the U.S. dollar value of the foreign currency denominated remaining payments.

Fuel Price Risk

Our exposure to market risk for changes in fuel prices relates to the forecasted purchases of fuel on our ships. Fuel
expense, as a percentage of our total cruise operating expense, was 13.1% for the year ended December 31, 2023 and
16.1% for the year ended December 31, 2022. We use fuel derivative agreements to mitigate the financial impact of
fluctuations in fuel prices and as of December 31, 2023, we had hedged approximately 53% and 21% of our 2024 and

2025 projected metric tons of fuel purchases, respectively. As of December 31, 2022, we had hedged none of our 2024
or 2025 projected metric tons of fuel purchases. Additional fuel swaps were executed between December 31, 2022 to
December 31, 2023 to lower our fuel price risk.

We estimate that a 10% increase in our weighted-average fuel price would increase our anticipated 2024 fuel expense by
$63.7 million. This increase would be partially offset by an increase in the fair value of our fuel swap agreements of
$34.1 million. Fair value of our derivative contracts is derived using valuation models that utilize the income valuation
approach. These valuation models take into account the contract terms such as maturity, as well as other inputs such as
fuel types, fuel curves, creditworthiness of the counterparty and the Company, as well as other data points.

Item 8. Financial Statements and Supplementary Data

Our Consolidated Financial Statements are included beginning on page F-1 of this report.

Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the
effectiveness of our disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e), as of
December 31, 2023. There are inherent limitations to the effectiveness of any system of disclosure controls and
procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.
Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their
control objectives. Based upon management’s evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures were effective as of December 31, 2023, to provide reasonable
assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and
that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as
such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting based on the 2013 Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO Framework”). Based on
this evaluation under the COSO Framework, management concluded that our internal control over financial reporting
was effective as of December 31, 2023.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 has been audited
by PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the financial statements
included in this Annual Report, as stated in their report, which is included on page F-1.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2023
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and
not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is
based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent
limitations of control systems, there is only the reasonable assurance that our controls will succeed in achieving their
goals under all potential future conditions.

Item 9B. Other Information

10b5-1 Trading Arrangements

During the three months ended December 31, 2023, none of our directors or officers subject to Section 16 of the
Securities Exchange Act of 1934 adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1
trading arrangement” (in each case, as defined in Item 408(a) of Regulation S-K).

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Item 10. Directors, Executive Officers and Corporate Governance

PART III

Except for information concerning executive officers (called for by Item 401(b) of Regulation S-K), which is included in
Part I of this Annual Report and except as disclosed below with respect to our Code of Ethical Business Conduct, the
information required under Item 10 is incorporated herein by reference to our definitive proxy statement to be filed with
the SEC within 120 days after the end of our fiscal year ended December 31, 2023 in connection with our 2024 Annual
General Meeting of Shareholders.

Code of Ethical Business Conduct

We have adopted a Code of Ethical Business Conduct that applies to all of our employees, including our principal
executive officer, principal financial officer, principal accounting officer or controller and persons performing similar
functions, and our directors. This document is posted on our website at https://www.nclhltd.com/investors. We intend to
disclose waivers from, and amendments to, our Code of Ethical Business Conduct that apply to our directors and
executive officers, including our principal executive officer, principal financial officer, principal accounting officers or
controller and persons performing similar functions, by posting such information on our website
https://www.nclhltd.com/investors to the extent required by applicable rules of the SEC and the NYSE. None of the
websites referenced in this Annual Report or the information contained therein is incorporated herein by reference.

Item 11. Executive Compensation

The information required under Item 11 is incorporated herein by reference to our definitive proxy statement to be filed
with the SEC within 120 days after the end of our fiscal year ended December 31, 2023 in connection with our 2024
Annual General Meeting of Shareholders.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required under Item 12 is incorporated herein by reference to our definitive proxy statement to be filed
with the SEC within 120 days after the end of our fiscal year ended December 31, 2023 in connection with our 2024
Annual General Meeting of Shareholders.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required under Item 13 is incorporated herein by reference to our definitive proxy statement to be filed
with the SEC within 120 days after the end of our fiscal year ended December 31, 2023 in connection with our 2024
Annual General Meeting of Shareholders.

Item 14. Principal Accounting Fees and Services

The information required under Item 14 is incorporated herein by reference to our definitive proxy statement to be filed
with the SEC within 120 days after the end of our fiscal year ended December 31, 2023 in connection with our 2024
Annual General Meeting of Shareholders.

Item 15. Exhibits, Financial Statement Schedules

(1) Financial Statements

PART IV

Our Consolidated Financial Statements have been prepared in accordance with Item 8. Financial Statements and
Supplementary Data and are included beginning on page F-1 of this report.

(2) Financial Statement Schedules

Schedule II: Valuation and Qualifying Accounts for the three years ended December 31, 2023 are included on page 84.

(3) Exhibits

The exhibits listed below are filed or incorporated by reference as part of this Annual Report.

Exhibit
Number

INDEX TO EXHIBITS

Description of Exhibit

3.1

3.2

3.3

4.1

4.2

4.3

4.4

Memorandum of Association of Norwegian Cruise Line Holdings Ltd. (incorporated herein by
reference to Exhibit 3.1 to amendment no. 5 to Norwegian Cruise Line Holdings Ltd.’s registration
statement on Form S-1 filed on January 8, 2013 (File No. 333-175579))

Memorandum of Increase of Share Capital of Norwegian Cruise Line Holdings Ltd. (incorporated
herein by reference to Exhibit 3.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on
May 21, 2021 (File No. 001-35784))

Amended and Restated Bye-Laws of Norwegian Cruise Line Holdings Ltd., effective as of June 13,
2019 (incorporated herein by reference to Exhibit 3.2 to Norwegian Cruise Line Holdings Ltd.’s
Form 8-K filed on June 14, 2019 (File No. 001-35784))

Indenture, dated as of December 16, 2019, between NCL Corporation Ltd. and U.S. Bank National
Association, as trustee, with respect to $565.0 million aggregate principal amount of 3.625% senior
unsecured notes due 2024 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line
Holdings Ltd.’s Form 8-K filed on December 16, 2019 (File No. 001-35784))

Indenture, dated May 8, 2020, by and among NCL Corporation Ltd., as issuer, Norwegian Cruise
Line Holdings Ltd., as guarantor, and U.S. Bank National Association, as trustee, with respect to the
6.00% exchangeable senior notes due 2024 (incorporated herein by reference to Exhibit 4.1 to
Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on May 11, 2020 (File No. 001-35784))

Indenture, dated July 21, 2020, by and among NCL Corporation Ltd., as issuer, Norwegian Cruise
Line Holdings Ltd., as guarantor, and U.S. Bank National Association, as trustee, with respect to the
5.375% exchangeable senior notes due 2025 (incorporated herein by reference to Exhibit 4.1 to
Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on July 21, 2020 (File No. 001-35784))

Indenture, dated December 18, 2020, by and among NCL Corporation Ltd., as issuer, the guarantors
named therein and U.S. Bank National Association, as trustee, principal paying agent, transfer agent
and registrar, with respect to the 5.875% senior notes due 2026 (incorporated herein by reference to
Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on December 18, 2020 (File
No. 001-35784))

4.5

4.6

4.7

4.8

Indenture, dated March 3, 2021, by and among NCL Finance, Ltd., as issuer, NCL Corporation Ltd.,
as guarantor, the other guarantors named therein and U.S. Bank National Association, as trustee,
principal paying agent, transfer agent and registrar, with respect to the 6.125% senior notes due 2028
(incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K
filed on March 3, 2021 (File No. 001-35784))

Indenture, dated November 19, 2021, by and among NCL Corporation Ltd., as issuer, Norwegian
Cruise Line Holdings Ltd., as guarantor, and U.S. Bank National Association, as trustee, with respect
to 1.125% exchangeable senior notes due 2027 (incorporated herein by reference to Exhibit 4.1 to
Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on November 19, 2021 (File No. 001-35784))

Indenture, dated February 18, 2022, by and among NCL Corporation Ltd., as issuer, the guarantors
party thereto and U.S. Bank Trust Company, National Association, as trustee, principal paying agent,
transfer agent, registrar and security agent, with respect to 5.875% senior secured notes due 2027
(incorporated herein by reference to Exhibit 4.2 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K
filed on February 22, 2022 (File No. 001-35784))

Indenture, dated February 18, 2022, by and between NCL Corporation Ltd., as issuer, and U.S. Bank
Trust Company, National Association, as trustee, principal paying agent, transfer agent and registrar,
with respect to 7.750% senior unsecured notes due 2029 (incorporated herein by reference to Exhibit
4.3 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 22, 2022 (File
No. 001-35784))

4.9

Indenture, dated February 15, 2022, by and among NCL Corporation Ltd., as issuer, Norwegian

Cruise Line Holdings Ltd., as guarantor, and U.S. Bank Trust Company, National Association, as
trustee, with respect to 2.50% exchangeable senior notes due 2027 (incorporated herein by reference
to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 22, 2022 (File
No. 001-35784))

4.10

4.11

Indenture, dated February 2, 2023, by and among NCL Corporation Ltd., as issuer, the guarantors
party thereto, U.S. Bank Trust Company, National Association, as trustee, principal paying agent,
transfer agent and registrar, and JPMorgan Chase Bank, N.A., as security agent, with respect to
8.375% Senior Secured Notes Due 2028 (incorporated herein by reference to Exhibit 4.1 to
Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 2, 2023 (File No. 001-35784))

Indenture, dated February 22, 2023, by and among, inter alia, NCL Corporation Ltd., as issuer, the
guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, principal
paying agent, transfer agent, registrar and security agent, with respect to the First Lien Senior Secured
Notes (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s
Form 8-K filed on February 27, 2023 (File No. 001-35784))

4.12**

First Supplemental Indenture, dated October 11, 2023, by and between NCL Corporation Ltd., as

issuer, and U.S. Bank Trust Company, National Association, as trustee.

4.13**

Second Supplemental Indenture, dated December 18, 2023, by and among NCL Corporation Ltd., as
issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee.

4.14

Indenture, dated October 18, 2023, by and among NCL Corporation Ltd., as issuer, the guarantors
party thereto, U.S. Bank Trust Company, National Association, as trustee, principal paying agent,
transfer agent and registrar, and JPMorgan Chase Bank, N.A., as security agent, with respect to
8.125% Senior Secured Notes Due 2029 (incorporated herein by reference to Exhibit 4.1 to
Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on October 19, 2023 (File No. 001-35784))

4.15

Form of Certificate of Ordinary Shares (incorporated herein by reference to Exhibit 4.7 to amendment
no. 5 to Norwegian Cruise Line Holdings Ltd.’s registration statement on Form S-1 filed on
January 8, 2013 (File No. 333-175579))

4.16**

Description of Securities of Norwegian Cruise Line Holdings Ltd.

9.1

Deed of Trust, dated January 24, 2013, by and between Norwegian Cruise Line Holdings Ltd. and
State House Trust Company Limited (incorporated herein by reference to Exhibit 9.1 to Norwegian
Cruise Line Holdings Ltd.’s Form 8-K filed on January 30, 2013 (File No. 001-35784))

10.1**

Fifth Amendment Agreement, dated June 15, 2023, to Breakaway One Credit Agreement, dated

November 18, 2010, by and among Breakaway One, Ltd., as borrower, NCL Corporation Ltd., as
guarantor, NCL International, Ltd., as shareholder, the lenders party thereto, KfW IPEX-Bank
GmbH, as facility agent, collateral agent and CIRR agent, Nordea Bank Abp, filial i Norge, as
documentation agent, Commerzbank Aktiengesellschaft, as Hermes agent, and the other parties
thereto #†

10.2**

Sixth Amendment Agreement, dated October 23, 2023, to Breakaway One Credit Agreement, dated
November 18, 2010, by and among Breakaway One, Ltd., as borrower, NCL Corporation Ltd., as
guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders
party thereto, KfW IPEX-Bank GmbH, as facility agent, collateral agent and CIRR agent, Nordea
Bank Abp, filial i Norge, as documentation agent, Commerzbank Aktiengesellschaft, as Hermes
agent, and the other parties thereto #

10.3**

Seventh Amendment Agreement, dated November 30, 2023, to Breakaway One Credit Agreement,

dated November 18, 2010, by and among Breakaway One, Ltd., as borrower, NCL Corporation Ltd.,
as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders
party thereto, KfW IPEX-Bank GmbH, as facility agent, collateral agent and CIRR agent, Nordea
Bank Abp, filial i Norge, as documentation agent, Commerzbank Aktiengesellschaft, as Hermes
agent, and the other parties thereto #

10.4**

Sixth Amendment Agreement, dated June 15, 2023, to Breakaway Two Credit Agreement, dated
November 18, 2010, by and among Breakaway Two, Ltd., as borrower, NCL Corporation Ltd., as
guarantor, NCL International, Ltd., as shareholder, the lenders party thereto, KfW IPEX-Bank
GmbH, as facility agent, collateral agent and CIRR agent, Nordea Bank Abp, filial i Norge, as
documentation agent, Commerzbank Aktiengesellschaft, as Hermes agent, and the other parties
thereto #†

10.5**

Seventh Amendment Agreement, dated October 23, 2023, to Breakaway Two Credit Agreement,

dated November 18, 2010, by and among Breakaway Two, Ltd., as borrower, NCL Corporation Ltd.,
as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders
party thereto, KfW IPEX-Bank GmbH, as facility agent, collateral agent and CIRR agent, Nordea
Bank Abp, filial i Norge, as documentation agent, Commerzbank Aktiengesellschaft, as Hermes
agent, and the other parties thereto #

10.6**

Eighth Amendment Agreement, dated November 30, 2023, to Breakaway Two Credit Agreement,

10.7**

Fourth Supplemental Agreement, dated June 15, 2023, to Breakaway Three Credit Agreement, dated
October 12, 2012, by and among Breakaway Three, Ltd., as borrower, NCL Corporation Ltd., as
guarantor, NCL International, Ltd., as shareholder, the lenders party thereto and KfW IPEX-Bank

GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent
and CIRR agent #†

10.8**

Fifth Supplemental Agreement, dated October 23, 2023, to Breakaway Three Credit Agreement,

dated October 12, 2012, by and among Breakaway Three, Ltd., as borrower, NCL Corporation Ltd.,
as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders
party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial
mandated lead arranger, collateral agent and CIRR agent #

10.9**

10.10**

Sixth Supplemental Agreement, dated November 30, 2023, to Breakaway Three Credit Agreement,
dated October 12, 2012, by and among Breakaway Three, Ltd., as borrower, NCL Corporation Ltd.,
as guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders
party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial
mandated lead arranger, collateral agent and CIRR agent #

Fifth Supplemental Agreement, dated June 15, 2023, to Breakaway Four Credit Agreement, dated
October 12, 2012, by and among Breakaway Four, Ltd., as borrower, NCL Corporation Ltd., as
guarantor, NCL International, Ltd., as shareholder, the lenders party thereto and KfW IPEX-Bank
GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent
and CIRR agent #†

10.11**

Sixth Supplemental Agreement, dated October 23, 2023, to Breakaway Four Credit Agreement, dated

October 12, 2012, by and among Breakaway Four, Ltd., as borrower, NCL Corporation Ltd., as
guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders
party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial
mandated lead arranger, collateral agent and CIRR agent #

10.12**

Seventh Supplemental Agreement, dated November 30, 2023, to Breakaway Four Credit Agreement,
dated October 12, 2012, by and among Breakaway Four, Ltd., as borrower, NCL Corporation Ltd., as
guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders
party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial
mandated lead arranger, collateral agent and CIRR agent #

10.13

Sixth Amended and Restated Credit Agreement, dated October 18, 2023, by and among NCL

Corporation Ltd., as borrower, Voyager Vessel Company, LLC, as co-borrower, the subsidiary
guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative
agent and as collateral agent, and the joint bookrunners and arrangers and co-documentation agents
named thereto (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings
Ltd.’s Form 8-K filed on October 19, 2023 (File No. 001-35784)) #†

10.14**

Fifth Supplemental Agreement, dated June 15, 2023, to Seahawk One Credit Agreement, dated

July 14, 2014, by and among Seahawk One, Ltd., as borrower, NCL Corporation Ltd., as guarantor,
NCL International, Ltd., as shareholder, the lenders party thereto and KfW IPEX-Bank GmbH, as
facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR
Agent #†

10.15**

Sixth Supplemental Agreement, dated October 23, 2023, to Seahawk One Credit Agreement, dated
July 14, 2014, by and among Seahawk One, Ltd., as borrower, NCL Corporation Ltd., as guarantor,
NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto
and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead
arranger, collateral agent and CIRR Agent #

10.16**

Seventh Supplemental Agreement, dated November 30, 2023, to Seahawk One Credit Agreement,
dated July 14, 2014, by and among Seahawk One, Ltd., as borrower, NCL Corporation Ltd., as
guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders

party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial
mandated lead arranger, collateral agent and CIRR Agent #

10.17**

Sixth Supplemental Agreement, dated June 15, 2023, to Seahawk Two Credit Agreement, dated

July 14, 2014, by and among Seahawk Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor,
NCL International, Ltd., as shareholder, the lenders party thereto and KfW IPEX-Bank GmbH, as
facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR
Agent #†

10.18**

10.19**

Seventh Supplemental Agreement, dated October 23, 2023, to Seahawk Two Credit Agreement, dated
July 14, 2014, by and among Seahawk Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor,
NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders party thereto
and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead
arranger, collateral agent and CIRR Agent #

Eighth Supplemental Agreement, dated November 30, 2023, to Seahawk Two Credit Agreement,
dated July 14, 2014, by and among Seahawk Two, Ltd., as borrower, NCL Corporation Ltd., as
guarantor, NCL International, Ltd., as shareholder, NCL (Bahamas) Ltd., as charterer, the lenders
party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial
mandated lead arranger, collateral agent and CIRR Agent #

10.20

Amendment and Restatement Agreement, dated as of May 19, 2023, among Riviera New Build, LLC,

as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S. de R.L., as charterer and
shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole
Corporate and Investment Bank and Société Générale, as mandated lead arrangers, and Crédit
Agricole Corporate and Investment Bank, as agent and SACE agent, which amends and restates the
Loan Agreement, originally dated as of July 18, 2008 (incorporated herein by reference to Exhibit
10.13 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 8, 2023 (File
No. 001-35784)) #†

10.21**

Amendment Agreement, dated October 24, 2023 and effective as of November 9, 2023, among

Riviera New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S. de
R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto,
Crédit Agricole Corporate and Investment Bank and Société Générale, as mandated lead arrangers,
and Crédit Agricole Corporate and Investment Bank, as agent and SACE agent

10.22**

Supplemental Agreement, dated November 30, 2023, among Riviera New Build, LLC, as borrower,
NCL Corporation Ltd., as guarantor, Oceania Cruises Ltd., as charterer and shareholder, Norwegian
Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank
and Société Générale, as mandated lead arrangers, and Crédit Agricole Corporate and Investment
Bank, as agent and SACE agent #

10.23

Amendment and Restatement Agreement, dated as of May 19, 2023, among Marina New Build, LLC,

as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S. de R.L., as charterer and
shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole
Corporate and Investment Bank and Société Générale, as mandated lead arrangers, and Crédit
Agricole Corporate and Investment Bank, as agent and SACE agent, which amends and restates the
Loan Agreement, originally dated as of July 18, 2008 (incorporated herein by reference to Exhibit
10.11 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 8, 2023 (File
No. 001-35784)) #†

10.24**

Amendment Agreement, dated October 24, 2023 and effective as of November 9, 2023, among

Marina New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S. de
R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto,
Crédit Agricole Corporate and Investment Bank and Société Générale, as mandated lead arrangers,
and Crédit Agricole Corporate and Investment Bank, as agent and SACE agent

10.25**

Supplemental Agreement, dated November 30, 2023, among Marina New Build, LLC, as borrower,
NCL Corporation Ltd., as guarantor, Oceania Cruises Ltd., as charterer and shareholder, Norwegian
Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank
and Société Générale, as mandated lead arrangers, and Crédit Agricole Corporate and Investment
Bank, as agent and SACE agent #

10.26

Amendment and Restatement Agreement, dated as of May 19, 2023, among Explorer New Build,

LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises S. de R.L., as charterer
and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole
Corporate and Investment Bank, Société Générale, and KfW IPEX-Bank GmbH, as joint mandated
lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and
security trustee, which amends and restates the Loan Agreement, originally dated as of July 31, 2013
(incorporated herein by reference to Exhibit 10.8 to Norwegian Cruise Line Holdings Ltd.’s
Form 10-Q filed on August 8, 2023 (File No. 001-35784)) #†

10.27**

Amendment Agreement, dated October 24, 2023 and effective as of November 9, 2023, among

Explorer New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises S.
de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto,
Crédit Agricole Corporate and Investment Bank, Société Générale, and KfW IPEX-Bank GmbH, as
joint mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE
agent and security trustee

10.28**

Supplemental Agreement, dated November 30, 2023, among Explorer New Build, LLC, as borrower,

NCL Corporation Ltd., as guarantor, Seven Seas Cruises Ltd., as charterer and shareholder,
Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and
Investment Bank, Société Générale and KfW IPEX-Bank GmbH, as joint mandated lead arrangers,
and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent and security trustee #

10.29

Amendment and Restatement Agreement, dated as of May 19, 2023, among Explorer II New Build,
LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises S. de R.L., as charterer
and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole
Corporate and Investment Bank, Société Générale, HSBC Bank PLC, and KfW IPEX-Bank GmbH,
as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent,
SACE agent and security trustee, which amends and restates the Loan Agreement, originally dated as
of March 30, 2016 (incorporated herein by reference to Exhibit 10.14 to Norwegian Cruise Line
Holdings Ltd.’s Form 10-Q filed on August 8, 2023 (File No. 001-35784)) #†

10.30**

Amendment Agreement, dated October 24, 2023 and effective as of November 9, 2023, among

Explorer II New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises S.
de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto,
Crédit Agricole Corporate and Investment Bank, Société Générale, HSBC Bank PLC, and KfW
IPEX-Bank GmbH, as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment
Bank, as agent, SACE agent and security trustee

10.31**

Supplemental Agreement, dated November 30, 2023, among Explorer II New Build, LLC, as

borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises Ltd., as charterer and shareholder,
Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and
Investment Bank, Société Générale, HSBC Bank PLC, and KfW IPEX-Bank GmbH, as joint
mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent
and security trustee #

10.32

Amendment and Restatement Agreement, dated as of May 19, 2023, among Leonardo One, Ltd., as
borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian
Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank,

BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, and Cassa Depositi e
Prestiti S.P.A., as joint mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank,
as agent, SACE agent and security trustee, which amends and restates the Loan Agreement, originally
dated as of April 12, 2017 (incorporated herein by reference to Exhibit 10.9 to Norwegian Cruise
Line Holdings Ltd.’s Form 10-Q filed on August 8, 2023 (File No. 001-35784)) #†

10.33**

Supplemental Agreement, dated October 23, 2023, among Leonardo One, Ltd., as borrower, NCL
Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line
Holdings Ltd., NCL (Bahamas) Ltd., as charterer, the lenders party thereto, Crédit Agricole Corporate
and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, and
Cassa Depositi e Prestiti S.P.A., as mandated lead arrangers, and Crédit Agricole Corporate and
Investment Bank, as agent, SACE agent and security trustee

10.34**

Supplemental Agreement, dated November 30, 2023, among Leonardo One, Ltd., as borrower, NCL

Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line
Holdings Ltd., NCL (Bahamas) Ltd., as charterer, the lenders party thereto, Crédit Agricole Corporate
and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH and
Cassa Depositi e Prestiti S.P.A., as mandated lead arrangers, and Crédit Agricole Corporate and
Investment Bank, as agent, SACE agent and security trustee #

10.35

Amendment and Restatement Agreement, dated as of May 19, 2023, among Leonardo Two, Ltd., as
borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian
Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank,
BNP Paribas Fortis S.A./N.V., HSBC Bank PLC and Cassa Depositi e Prestiti S.P.A., as joint
mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent, SACE agent
and security trustee, which amends and restates the Loan Agreement, originally dated as of April 12,
2017 (incorporated herein by reference to Exhibit 10.10 to Norwegian Cruise Line Holdings Ltd.’s
Form 10-Q filed on August 8, 2023 (File No. 001-35784)) #†

10.36**

Supplemental Agreement, dated October 23, 2023, among Leonardo Two, Ltd., as borrower, NCL
Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line
Holdings Ltd., NCL (Bahamas) Ltd., as charterer, the lenders party thereto, Crédit Agricole Corporate
and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC and Cassa Depositi e Prestiti
S.P.A., as mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent,
SACE agent and security trustee

10.37**

Supplemental Agreement, dated November 30, 2023, among Leonardo Two, Ltd., as borrower, NCL

Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line
Holdings Ltd., NCL (Bahamas) Ltd., as charterer, the lenders party thereto, Crédit Agricole Corporate
and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC and Cassa Depositi e Prestiti
S.P.A., as mandated lead arrangers, and Crédit Agricole Corporate and Investment Bank, as agent,
SACE agent and security trustee #

10.38

Amendment and Restatement Agreement, dated as of April 6, 2023 and effective as of April 28,
2023, among Leonardo Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL
International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto,
HSBC Bank PLC, BNP Paribas Fortis S.A./N.V., KfW IPEX-Bank GmbH and Cassa Depositi e
Prestiti S.P.A., as joint mandated lead arrangers, and BNP Paribas S.A. as agent, SACE agent and
security trustee, which amends and restates the Loan Agreement, originally dated as of April 12, 2017
(incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s
Form 8-K filed on May 2, 2023 (File No. 001-35784)) #†

10.39**

Supplemental Agreement, dated November 30, 2023, among Leonardo Three, Ltd., as borrower, NCL

Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line
Holdings Ltd., the lenders party thereto, HSBC Bank PLC, BNP Paribas Fortis S.A./N.V., KfW

IPEX-Bank GmbH and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and BNP
Paribas S.A., as agent, SACE agent and security trustee #

10.40

Amendment and Restatement Agreement, dated as of April 6, 2023 and effective as of April 28,

2023, among Leonardo Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL
International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto,
KfW IPEX-Bank GmbH, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC and Cassa Depositi e
Prestiti S.P.A., as joint mandated lead arrangers, and BNP Paribas S.A. as agent, SACE agent and
security trustee, which amends and restates the Loan Agreement, originally dated as of April 12, 2017
(incorporated herein by reference to Exhibit 10.2 to Norwegian Cruise Line Holdings Ltd.’s
Form 8-K filed on May 2, 2023 (File No. 001-35784)) #†

10.41**

Supplemental Agreement, dated November 30, 2023, among Leonardo Four, Ltd., as borrower, NCL

Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line
Holdings Ltd., the lenders party thereto, HSBC Bank PLC, BNP Paribas Fortis S.A./N.V., KfW
IPEX-Bank GmbH and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and BNP
Paribas S.A., as agent, SACE agent and security trustee #

10.42

Amendment and Restatement Agreement, dated as of April 6, 2023 and effective as of April 28,

2023, among Leonardo Five, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL
International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto,
Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC,
KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société
Générale, as joint mandated lead arrangers, BNP Paribas, as facility agent, Crédit Agricole Corporate
and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as
security trustee, which amends and restates the Loan Agreement, originally dated as of December 19,
2018 (incorporated herein by reference to Exhibit 10.3 to Norwegian Cruise Line Holdings Ltd.’s
Form 8-K filed on May 2, 2023 (File No. 001-35784)) #†

10.43**

Supplemental Agreement, dated November 30, 2023, among Leonardo Five, Ltd., as borrower, NCL

Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line
Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP
Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti
S.P.A., Banco Santander, S.A. and Société Générale, as joint mandated lead arrangers, BNP Paribas
S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC
Corporate Trustee Company (UK) Limited, as security trustee #

10.44

Amendment and Restatement Agreement, dated as of April 6, 2023 and effective as of April 28,

2023, among Leonardo Six, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL
International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto,
Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC,
KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société
Générale, as joint mandated lead arrangers, BNP Paribas, as facility agent, Crédit Agricole Corporate
and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as
security trustee, which amends and restates the Loan Agreement, originally dated as of December 19,
2018 (incorporated herein by reference to Exhibit 10.4 to Norwegian Cruise Line Holdings Ltd.’s
Form 8-K filed on May 2, 2023 (File No. 001-35784)) #†

10.45**

Supplemental Agreement, dated November 30, 2023, among Leonardo Six, Ltd., as borrower, NCL
Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line
Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP
Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti
S.P.A., Banco Santander, S.A. and Société Générale, as joint mandated lead arrangers, BNP Paribas
S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC
Corporate Trustee Company (UK) Limited, as security trustee #

10.46

Amendment and Restatement Agreement, dated as of April 6, 2023 and effective as of April 28,

2023, among Explorer III New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven
Seas Cruises S. de R.L., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party
thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank
PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société
Générale., as joint mandated lead arrangers, BNP Paribas, as facility agent, Crédit Agricole Corporate
and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as
security trustee, which amends and restates the Loan Agreement, originally dated as of December 19,
2018 (incorporated herein by reference to Exhibit 10.5 to Norwegian Cruise Line Holdings Ltd.’s
Form 8-K filed on May 2, 2023 (File No. 001-35784)) #†

10.47**

Amendment Agreement, dated October 24, 2023 (as modified by a side letter dated November 9,

2023 and a side letter dated November 13, 2023, and as partially effective as of November 9, 2023
and fully effective as of November 16, 2023), among Explorer III New Build, LLC, as borrower,
NCL Corporation Ltd., as guarantor, Seven Seas Cruises S. de R.L., as member and shareholder,
Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and
Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa
Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale, as joint mandated lead
arrangers, BNP Paribas S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as
SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee #

10.48**

Side Letter, dated November 9, 2023, by and between BNP Paribas S.A., as facility agent, and

Explorer III New Build, LLC, as borrower

10.49**

Second Side Letter, dated November 13, 2023, by and between BNP Paribas S.A., as facility agent,

and Explorer III New Build, LLC, as borrower

10.50**

Supplemental Agreement, dated November 30, 2023, among Explorer III New Build, LLC, as

borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises Ltd., as shareholder, Norwegian
Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank,
BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti
S.P.A., Banco Santander, S.A. and Société Générale, as joint mandated lead arrangers, BNP Paribas
S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC
Corporate Trustee Company (UK) Limited, as security trustee #

10.51

Amendment and Restatement Agreement, dated as of May 19, 2023, among O Class Plus One, LLC,

as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S. de R.L., as shareholder,
Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and
Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa
Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale., as joint mandated lead
arrangers, BNP Paribas, as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE
agent, and HSBC Corporate Trustee Company (UK) Limited, as security trustee, which amends and
restates the Loan Agreement, originally dated as of December 19, 2018 (incorporated herein by
reference to Exhibit 10.12 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 8,
2023 (File No. 001-35784)) #†

10.52**

Amendment Agreement, dated October 25, 2023 and effective as of November 9, 2023, among O

Class Plus One, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S. de R.L.,
as member and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit
Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW
IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale, as
joint mandated lead arrangers, BNP Paribas S.A., as facility agent, Crédit Agricole Corporate and
Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security
trustee

10.53**

Supplemental Agreement, dated November 30, 2023, among O Class Plus One, LLC, as borrower,

NCL Corporation Ltd., as guarantor, Oceania Cruises Ltd., as shareholder and charterer, Norwegian
Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank,
BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti
S.P.A., Banco Santander, S.A. and Société Générale, as joint mandated lead arrangers, BNP Paribas
S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC
Corporate Trustee Company (UK) Limited, as security trustee #

10.54

Amendment and Restatement Agreement, dated as of April 6, 2023 and effective as of April 28,

2023, among O Class Plus Two, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania
Cruises S. de R.L., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto,
Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC,
KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société
Générale., as joint mandated lead arrangers, BNP Paribas S.A., as facility agent, Crédit Agricole
Corporate and Investment Bank, as SACE agent, and HSBC Corporate Trustee Company
(UK) Limited, as security trustee, which amends and restates the Loan Agreement, originally dated as
of December 19, 2018 (incorporated herein by reference to Exhibit 10.6 to Norwegian Cruise Line
Holdings Ltd.’s Form 8-K filed on May 2, 2023 (File No. 001-35784)) #†

10.55**

Amendment Agreement, dated October 24, 2023 and effective as of November 9, 2023, among O

Class Plus Two, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S. de R.L.,
as member and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit
Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW
IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale, as
joint mandated lead arrangers, BNP Paribas S.A., as facility agent, Crédit Agricole Corporate and
Investment Bank, as SACE agent, and HSBC Corporate Trustee Company (UK) Limited, as security
trustee #

10.56**

Supplemental Agreement, dated November 30, 2023, among O Class Plus Two, LLC, as borrower,
NCL Corporation Ltd., as guarantor, Oceania Cruises Ltd., as shareholder, Norwegian Cruise Line
Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP
Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti
S.P.A., Banco Santander, S.A. and Société Générale, as joint mandated lead arrangers, BNP Paribas
S.A., as facility agent, Crédit Agricole Corporate and Investment Bank, as SACE agent, and HSBC
Corporate Trustee Company (UK) Limited, as security trustee #

10.57

Second Amended and Restated Commitment Letter, dated February 22, 2023, among NCL

Corporation Ltd. and the purchasers named therein (incorporated herein by reference to Exhibit 10.1
to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 27, 2023 (File
No. 001-35784))

10.58

Amended and Restated Regent Trademark License Agreement, dated February 21, 2011, by and
between Regent Hospitality Worldwide, LLC and Seven Seas Cruises, S. DE R.L. (incorporated
herein by reference to Exhibit 10.17 to Prestige Cruises International, Inc.’s Amendment No. 1 to
Form S-1 filed on March 24, 2014 (File No. 333-193479))

10.59

Employment Agreement by and between NCL (Bahamas) Ltd. and T. Robin Lindsay, entered into on

October 18, 2015 (incorporated herein by reference to Exhibit 10.2 to Norwegian Cruise Line
Holdings Ltd.’s Form 10-Q filed on May 10, 2017 (File No. 001-35784))*

10.60

Amendment to Employment Agreement by and between NCL (Bahamas) Ltd. and T. Robin Lindsay,
dated as of February 14, 2022 (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise
Line Holdings Ltd.’s Form 8-K filed on February 18, 2022 (File No. 001-35784))*

10.61**

Amendment to Employment Agreement by and between NCL (Bahamas) Ltd. and T. Robin Lindsay,

dated as of September 1, 2023*

10.62

Employment Agreement by and between NCL (Bahamas) Ltd. and Mark Kempa, entered into on

July 17, 2023 (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings
Ltd.’s Form 8-K filed on July 21, 2023 (File No. 001-35784))*

10.63

Employment Agreement by and between Prestige Cruise Services LLC and Andrea DeMarco,

effective as of July 17, 2023 (incorporated herein by reference to Exhibit 10.17 to Norwegian Cruise
Line Holdings Ltd.’s Form 10-Q filed on August 8, 2023 (File No. 001-35784))*

10.64

Employment Agreement by and between Prestige Cruise Services LLC and Frank A. Del Rio,

effective as of July 17, 2023 (incorporated herein by reference to Exhibit 10.18 to Norwegian Cruise
Line Holdings Ltd.’s Form 10-Q filed on August 8, 2023 (File No. 001-35784))*

10.65

Transition, Release and Consulting Agreement by and between NCL (Bahamas) Ltd. and Frank J. Del
Rio, entered into on March 15, 2023 (incorporated herein by reference to Exhibit 10.3 to Norwegian
Cruise Line Holdings Ltd.’s Form 8-K filed on March 20, 2023 (File No. 001-35784))*

10.66

Employment Agreement by and between NCL (Bahamas) Ltd. and Harry Sommer, entered into on

March 15, 2023 (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings
Ltd.’s Form 8-K filed on March 20, 2023 (File No. 001-35784))*

10.67

Employment Agreement by and between NCL (Bahamas) Ltd. and David Herrera, entered into on

March 15, 2023 (incorporated herein by reference to Exhibit 10.2 to Norwegian Cruise Line Holdings
Ltd.’s Form 8-K filed on March 20, 2023 (File No. 001-35784))*

10.68**

Employment Agreement by and between NCL (Bahamas) Ltd. and Daniel S. Farkas, effective as of

July 17, 2023*

10.69**

Employment Agreement by and between NCL (Bahamas) Ltd. and Patrik Dahlgren, effective as of

June 12, 2023*

10.70

10.71

Form of Indemnification Agreement by and between Norwegian Cruise Line Holdings Ltd. and each
of its directors, executive officers and certain other officers (effective July 14, 2020) (incorporated
herein by reference to Exhibit 10.2 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on
August 10, 2020 (File No. 001-35784))*

Norwegian Cruise Line Holdings Ltd. Amended and Restated 2013 Performance Incentive Plan
(incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s
Form 8-K filed on June 20, 2023 (File No. 001-35784))*

10.72

Form of Notice of Grant of Option and Terms and Conditions of Option (incorporated herein by

reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on May 8, 2013
(File No. 001-35784))*

10.73

Norwegian Cruise Line Holdings Ltd. Employee Stock Purchase Plan (incorporated herein by

reference to Exhibit 10.3 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on July 31, 2014
(File No. 001-35784))*

10.74**

Directors’ Compensation Policy (effective January 1, 2024)*

10.75

Form of Director Restricted Share Unit Award Agreement (incorporated herein by reference to

Exhibit 10.62 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 29, 2016 (File
No. 001-35784))*

10.76

Form of Norwegian Cruise Line Holdings Ltd. Time and Performance-based Restricted Share Unit
Award Agreement (incorporated herein by reference to Exhibit 10.2 to Norwegian Cruise Line
Holdings Ltd.’s Form 10-Q filed on November 4, 2015 (File No. 001-35784))*

10.77

Form of Notice of Grant of Norwegian Cruise Line Holdings Ltd. Time and Performance-based

Option and Terms and Conditions (incorporated herein by reference to Exhibit 10.3 to Norwegian
Cruise Line Holdings Ltd.’s Form 10-Q filed on November 4, 2015 (File No. 001-35784))*

10.78

10.79

10.80

10.81

Form of Norwegian Cruise Line Holdings Ltd. Time-based Restricted Share Unit Award Agreement
(2017) (incorporated herein by reference to Exhibit 10.52 to Norwegian Cruise Line Holdings Ltd.’s
Form 10-K filed on February 27, 2017 (File No. 001-35784))*

Form of Norwegian Cruise Line Holdings Ltd. Performance-based Restricted Share Unit Award
Agreement (2017) (incorporated herein by reference to Exhibit 10.53 to Norwegian Cruise Line
Holdings Ltd.’s Form 10-K filed on February 27, 2017 (File No. 001-35784))*

Form of Norwegian Cruise Line Holdings Ltd. Performance-based Restricted Share Unit Award
Agreement (August 2017) (incorporated herein by reference to Exhibit 10.2 to Norwegian Cruise
Line Holdings Ltd.’s Form 10-Q filed on November 9, 2017 (File No. 001-35784))*

Form of Norwegian Cruise Line Holdings Ltd. Time-based Restricted Share Unit Award Agreement
(2020) (incorporated by reference to Exhibit 10.77 to Norwegian Cruise Line Holdings Ltd.’s annual
report on Form 10-K filed on February 27, 2020 (File No. 001-35784))*

10.82

Form of Norwegian Cruise Line Holdings Ltd. Performance-based Restricted Share Unit Award

Agreement (2020) (incorporated by reference to Exhibit 10.78 to Norwegian Cruise Line Holdings
Ltd.’s annual report on Form 10-K filed on February 27, 2020 (File No. 001-35784))*

10.83

Form of Norwegian Cruise Line Holdings Ltd. Time-based Restricted Share Unit Award Agreement
(President and Chief Executive Officer 2022) (incorporated herein by reference to Exhibit 10.57 to
Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No. 001-35784))*

10.84

Form of Norwegian Cruise Line Holdings Ltd. Performance-based Restricted Share Unit Award

Agreement (President and Chief Executive Officer 2022) (incorporated herein by reference to Exhibit
10.58 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File
No. 001-35784))*

10.85

Form of Norwegian Cruise Line Holdings Ltd. Performance-based Restricted Share Unit Award
Agreement (2022) (incorporated herein by reference to Exhibit 10.59 to Norwegian Cruise Line
Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File No. 001-35784))*

10.86

Form of Restricted Cash Retention Agreement (2022) (incorporated herein by reference to Exhibit

10.60 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on March 1, 2022 (File
No. 001-35784))*

10.87**

Form of Norwegian Cruise Line Holdings Ltd. Performance-based Restricted Share Unit Award

Agreement (2023)*

21.1**

List of Subsidiaries of Norwegian Cruise Line Holdings Ltd.

23.1**

Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm

24.1**

Power of Attorney (included on Signatures page of this Annual Report on Form 10-K)

31.1**

Certification of the Annual Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the

President and Chief Executive Officer

31.2**

Certification of the Annual Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the

Executive Vice President and Chief Financial Officer

32.1***

Certification of the Annual Report Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the

Chief Executive Officer and Chief Financial Officer

97.1**

Policy Regarding the Recovery of Certain Compensation Payments

101**

The following materials from Norwegian Cruise Line Holdings Ltd.’s Annual Report on Form 10‑K
formatted in Inline XBRL:

(i) the Consolidated Statements of Operations of NCLH for the years ended December 31, 2023, 2022
and 2021;

(ii) the Consolidated Statements of Comprehensive Income (Loss) of NCLH for the years ended
December 31, 2023, 2022 and 2021;

(iii) the Consolidated Balance Sheets of NCLH as of December 31, 2023 and 2022;

(iv) the Consolidated Statements of Cash Flows of NCLH for the years ended December 31, 2023,
2022 and 2021;

(v) the Consolidated Statements of Changes in Shareholders’ Equity of NCLH for the years ended
December 31, 2023, 2022 and 2021;

(vi) the Notes to the Consolidated Financial Statements; and

(vii) Schedule II Valuation and Qualifying Accounts.

104**

The cover page from Norwegian Cruise Line Holdings Ltd.’s Annual Report on Form 10-K for the year
ended December 31, 2023, formatted in Inline XBRL and included in the interactive data files submitted
as Exhibit 101.

# Certain portions of this document that constitute confidential information have been redacted in accordance with

Regulation S-K Item 601(b)(10).

† Agreement restates previous versions of agreement.
* Management contract or compensatory plan.
** Filed herewith.
*** Furnished herewith.

Item 16. Form 10-K Summary

None.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the

registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized, in Miami, Florida, on February 28, 2024.

SIGNATURES

NORWEGIAN CRUISE LINE HOLDINGS LTD.

/s/ Harry Sommer

By:
Name:Harry Sommer
Title: President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harry Sommer, Mark A. Kempa, Daniel S.

Farkas and Faye L. Ashby, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and
other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of
said attorneys-in-fact and agents or their substitute or substitutes may lawfully so or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on

Form 10-K has been signed below by the following persons in the capacities and on the date indicated.

Signature

Title

/s/ Harry Sommer

Harry Sommer

Director, President and Chief Executive Officer
(Principal Executive Officer)

Date

February 28, 2024

/s/ Mark A. Kempa

Mark A. Kempa

Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

February 28, 2024

/s/ Faye L. Ashby

Faye L. Ashby

Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)

February 28, 2024

/s/ José E. Cil

Director

José E. Cil

/s/ Harry C. Curtis

Director

Harry C. Curtis

/s/ David M. Abrams

Director

David M. Abrams

/s/ Stella David

Director

Stella David

February 28, 2024

/s/ Russell W. Galbut

Director and Chairman

February 28, 2024

Russell W. Galbut

/s/ Mary E. Landry

Director

Mary E. Landry

/s/ Zillah Byng-Thorne

Director

Zillah Byng-Thorne

February 28, 2024

Norwegian Cruise Line Holdings Ltd.
Schedule II Valuation and Qualifying Accounts (in thousands)

Additions
Charged to Charged to

Description

Balance
12/31/20

costs and
expenses

other

accounts (a) Deductions (b)

Balance
12/31/21

Valuation allowance on deferred tax assets

$ 42,876

— $ 45,163 $

(190) $ 87,849

Charged to Charged to

Description

Balance
12/31/21

costs and
expenses

other

accounts (a) Deductions (b)

Balance
12/31/22

Valuation allowance on deferred tax assets

$ 87,849

— $ 52,219 $

(335) $ 139,733

Description

Charged to Charged to

Balance
12/31/22

costs and
expenses accounts (a) Deductions (b)

other

Balance
12/31/23

Valuation allowance on deferred tax assets

$ 139,733

— $ 561,693 $

(6,661) $ 694,765

(a) Amount relates to a valuation allowance on net U.S. and Bermuda deferred tax assets.
(b) Amount relates to (i) utilization of deferred tax assets, (ii) revaluation of deferred tax assets from their functional

currency to U.S. dollars and (iii) reversal of valuation allowances.

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID 238)

Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Comprehensive Loss for the years ended December 31, 2023, 2022 and 2021

Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2023, 2022
and 2021

Notes to the Consolidated Financial Statements

Page

F-1

F-4

F-5

F-6

F-7

F-8

F-9

(This page has been left blank intentionally.)

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Norwegian Cruise Line Holdings Ltd.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Norwegian Cruise Line Holdings Ltd. and its
subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations,
of comprehensive income (loss), of changes in shareholders’ equity and of cash flows for each of the three years in the
period ended December 31, 2023, including the related notes and financial statement schedule listed in the index
appearing under Item 15(2) (collectively referred to as the “consolidated financial statements”). We also have audited the
Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal
Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally
accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal
Control - Integrated Framework (2013) issued by the COSO.

Change in Accounting Principle
As discussed in Note 8 to the consolidated financial statements, the Company changed the manner in which it accounts
for convertible instruments in 2021.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting,
included in Management's Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our
responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal
control over financial reporting based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of
material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was
maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the consolidated
financial statements. Our audit of internal control over financial reporting included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing
such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable
basis for our opinions.

F-1

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies
and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to
accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way
our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical
audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it
relates.

Ship Accounting – New Ships and Ship Improvements

As described in Notes 2 and 7 to the consolidated financial statements, the Company’s consolidated ships and ship
improvements balances were $18.5 billion and $2.9 billion as of December 31, 2023, respectively. Management
determines the weighted average useful lives of ships based on estimates of the costs and useful lives of the ships’ major
component systems on the date of acquisition, such as cabins, main diesels, main electric, superstructure and hull, and
their related proportional weighting to the ship as a whole. In 2023, the Company took delivery of Oceania Cruises’ first
Allura Class Ship. Based on the design, structure and technological advancements made to this new class of ship and the
analysis of its major components, which is generally performed upon the introduction of a new class of ship,
management assigned the Allura Class Ships a weighted-average useful life of 35 years. A residual value of 10% was
established based on management’s long-term estimates of the expected remaining future benefit at the end of the ships’
weighted average useful lives. Additionally, the Company capitalized approximately $204.2 million of costs associated
with ship improvements during the year ended December 31, 2023. Ship improvement costs that management believes
add value to the ships are capitalized to the ship. The useful lives of components of new ships and ship improvements
are estimated based on the economic lives of the new components. To determine the useful lives of the major
components of new ships and ship improvements, management considers the historical useful lives of similar assets,
manufacturer recommended lives, planned maintenance programs, and anticipated changes in technological conditions.

The principal considerations for our determination that performing procedures relating to ship accounting for new ships
and ship improvements is a critical audit matter are the significant judgments by management when determining (i) the
useful lives of the major components of new ships and ship improvements; (ii) whether ship improvement costs add
value to the ships and are capitalizable; and (iii) the residual value of the new class of ship based on management’s
expectation of remaining future benefit. This in turn led to a high degree of auditor judgment, subjectivity, and effort in
performing procedures and evaluating audit evidence relating to (i) the appropriateness of the useful lives of the major
components of new ships and ship improvements; (ii) whether ship improvement costs add value to the Company’s ships

F-2

and are capitalized appropriately; and (iii) whether the residual value assigned to the new class of ship is appropriate. In
addition, the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our
overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls
relating to management’s assessment of the useful lives of the major components of new ships and ship improvements,
whether ship improvements add value and are capitalized appropriately, and whether the residual value assigned to the
new class of ship is appropriate. These procedures also included, among others, (i) evaluating the reasonableness of the
useful lives assigned to the major components of new ships and ship improvements, considering the historical useful
lives of similar assets, manufacturer recommended lives, planned maintenance programs, and anticipated changes in
technological conditions; (ii) evaluating whether costs capitalized extend the useful life or increase the functionality of
the ship, including testing the accuracy, existence and valuation of capitalized ship improvement costs; and (iii)
evaluating the residual value assigned to the new class of ship. Professionals with specialized skill and knowledge were
used to assist in evaluating the appropriateness of the assigned useful lives of the major components of new ships and
ship improvements, and residual value of the new class of ship.

/s/ PricewaterhouseCoopers LLP
Miami, Florida
February 28, 2024

We have served as the Company’s auditor since at least 1988. We have not been able to determine the specific year we
began serving as auditor of the Company.

F-3

Norwegian Cruise Line Holdings Ltd.
Consolidated Statements of Operations
(in thousands, except share and per share data)

Revenue

Passenger ticket
Onboard and other
Total revenue

Cruise operating expense

Commissions, transportation and other
Onboard and other
Payroll and related
Fuel
Food
Other

Total cruise operating expense

Other operating expense

Marketing, general and administrative
Depreciation and amortization

Total other operating expense
Operating income (loss)

Non-operating income (expense)

Interest expense, net
Other income (expense), net

Total non-operating income (expense)

Net income (loss) before income taxes
Income tax benefit (expense)
Net income (loss)
Weighted-average shares outstanding

Basic
Diluted

Earnings (loss) per share

Basic
Diluted

Year Ended December 31,
2022

2021

2023

5,753,966
2,795,958
8,549,924

3,253,799 $
1,589,961
4,843,760

392,752
255,234
647,986

1,883,279
599,904
1,262,119
716,833
358,310
648,142
5,468,587

1,341,858
808,568
2,150,426
930,911

(727,531)
(40,204)
(767,735)
163,176
3,002
166,178

424,424,962
427,400,849

0.39
0.39

$
$

1,034,629
357,932
1,088,639
686,825
263,807
835,254
4,267,086

1,379,105
749,326
2,128,431
(1,551,757)

(801,512)
76,566
(724,946)
(2,276,703)
6,794
(2,269,909) $

143,524
54,037
537,439
301,852
62,999
508,186
1,608,037

891,452
700,845
1,592,297
(2,552,348)

(2,072,925)
123,953
(1,948,972)
(4,501,320)
(5,267)
(4,506,587)

419,773,195
419,773,195

365,449,967
365,449,967

(5.41) $
(5.41) $

(12.33)
(12.33)

$
$

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

F-4

Norwegian Cruise Line Holdings Ltd.
Consolidated Statements of Comprehensive Income (Loss)
(in thousands)

Net income (loss)
Other comprehensive loss:

Shipboard Retirement Plan
Cash flow hedges:

Net unrealized loss
Amount realized and reclassified into earnings

Total other comprehensive loss

Total comprehensive income (loss)

Year Ended December 31,
2022

2021

2023

166,178

(2,269,909) $

(4,506,587)

(3,413)

8,889

393

(1,773)
(26,173)
(31,359)
134,819

(104,017)
(96,865)
(191,993)
(2,461,902) $

(110,379)
65,017
(44,969)
(4,551,556)

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

F-5

Norwegian Cruise Line Holdings Ltd.
Consolidated Balance Sheets
(in thousands, except share data)

Assets
Current assets:

Cash and cash equivalents
Accounts receivable, net
Inventories
Prepaid expenses and other assets

Total current assets
Property and equipment, net
Goodwill
Trade names
Other long-term assets

Total assets

Liabilities and shareholders’ equity
Current liabilities:

Current portion of long-term debt
Accounts payable
Accrued expenses and other liabilities
Advance ticket sales

Total current liabilities

Long-term debt
Other long-term liabilities

Total liabilities

Commitments and contingencies (Note 13)
Shareholders’ equity:

Ordinary shares, $0.001 par value; 980,000,000 shares authorized; and
425,546,570 shares issued and outstanding at December 31, 2023 and
421,413,565 shares issued and outstanding at December 31, 2022
Additional paid-in capital
Accumulated other comprehensive income (loss)
Accumulated deficit
Total shareholders’ equity

Total liabilities and shareholders’ equity

December 31,

2023

2022

402,415 $
280,271
157,646
472,816
1,313,148
16,433,292
98,134
500,525
1,147,891

946,987
326,272
148,717
450,893
1,872,869
14,516,366
98,134
500,525
1,569,800
$ 19,492,990 $ 18,557,694

1,744,778 $
174,338
1,058,919
3,060,666
6,038,701
12,314,147
839,335
19,192,183

991,128
228,742
1,318,460
2,516,521
5,054,851
12,630,402
803,850
18,489,103

425
7,708,957
(508,438)
(6,900,137)
300,807

421
7,611,564
(477,079)
(7,066,315)
68,591
$ 19,492,990 $ 18,557,694

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

F-6

Norwegian Cruise Line Holdings Ltd.
Consolidated Statements of Cash Flows
(in thousands)

Cash flows from operating activities
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities:

Depreciation and amortization expense
(Gain) loss on derivatives
Loss on extinguishment of debt
Provision for bad debts and inventory obsolescence
Gain on involuntary conversion of assets
Share-based compensation expense
Net foreign currency adjustments
Changes in operating assets and liabilities:

Accounts receivable, net
Inventories
Prepaid expenses and other assets
Accounts payable
Accrued expenses and other liabilities
Advance ticket sales

Net cash provided by (used in) operating activities

Cash flows from investing activities
Additions to property and equipment, net
Purchases of short-term investments
Proceeds from maturities of short-term investments
Cash paid on settlement of derivatives
Other, net

Net cash used in investing activities

Cash flows from financing activities
Repayments of long-term debt
Proceeds from long-term debt
Common share issuance proceeds, net
Proceeds from employee related plans
Net share settlement of restricted share units
Early redemption premium
Deferred financing fees

Net cash provided by financing activities
Net decrease in cash and cash equivalents

Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

Year Ended December 31,
2022

2021

2023

166,178

(2,269,909) $

(4,506,587)

883,236
13,760
6,701
6,190
(6,852)
118,940
8,188

39,649
(11,042)
410,266
(50,976)
(82,202)
503,678
2,005,714

(2,750,362)
—
—
(162,942)
16,161
(2,897,143)

(3,758,234)
4,322,941
—
5,307
(26,860)
—
(196,297)
346,857
(544,572)
946,987
402,415

810,053
8,618
188,799
13,609
(2,300)
113,563
(10,795)

828,661
(33,609)
(602,258)
(16,196)
252,837
928,947
210,020

(1,783,857)
—
240,000
(224,137)
12,090
(1,755,904)

(1,770,172)
3,003,003
—
5,267
(20,987)
(172,012)
(58,875)
986,224
(559,660)
1,506,647

946,987 $

758,604
(39,842)
1,399,816
19,284
(9,486)
124,077
(9,865)

(1,159,998)
(37,481)
26,690
152,026
292,843
521,910
(2,468,009)

(752,843)
(1,010,000)
770,000
(23,496)
12,295
(1,004,044)

(2,113,063)
2,601,317
2,665,843
3,141
(16,687)
(1,354,882)
(107,451)
1,678,218
(1,793,835)
3,300,482
1,506,647

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

F-7

Norwegian Cruise Line Holdings Ltd.
Consolidated Statements of Changes in Shareholders’ Equity
(in thousands)

Additional

Accumulated Retained
Earnings

Other

Total

Ordinary
Shares
316
—

Balance, December 31, 2020
Share-based compensation
Issuance of shares under employee related
plans
Common share issuance proceeds, net
Net share settlement of restricted share
units
Cumulative change in accounting policy
Other
Other comprehensive loss, net
Net loss
Balance, December 31, 2021
Share-based compensation
Issuance of shares under employee related
plans
Net share settlement of restricted share
units
Other comprehensive loss, net
Net loss
Balance, December 31, 2022
Share-based compensation
Issuance of shares under employee related
plans
Common share issuance for NCLC
exchangeable notes
Net share settlement of restricted share
units
Other comprehensive loss, net
Net income
Balance, December 31, 2023

—
101

—
—
—
—
—
417
—

—
—
—
421
—

—

—
—
—
425

Paid-in
Capital

Comprehensive (Accumulated Shareholders’
Income (Loss)

4,889,355
124,077

3,141
2,665,434

(16,687)
(131,240)
(20,355)
—
—
7,513,725
113,563

(240,117)
—

—
—

—
—
—
(44,969)
—
(285,086)
—

Equity

Deficit)
(295,449) $ 4,354,105
124,077

—

—
—

3,141
2,665,535

—
5,630
—
—
(4,506,587)
(4,796,406)
—

(16,687)
(125,610)
(20,355)
(44,969)
(4,506,587)
2,432,650
113,563

5,263

—

5,267

(20,987)
—
—
7,611,564
118,940

5,303

(26,860)
—
—
$ 7,708,957

—
(191,993)
—
(477,079)
—

—
—
(2,269,909)
(7,066,315)
—

(20,987)
(191,993)
(2,269,909)
68,591
118,940

—

—
(31,359)
—

—
—
166,178

(508,438) $ (6,900,137) $

5,307

(26,860)
(31,359)
166,178
300,807

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

F-8

Norwegian Cruise Line Holdings Ltd.
Notes to the Consolidated Financial Statements

1. Description of Business

We are a leading global cruise company which operates the Norwegian Cruise Line, Oceania Cruises and Regent Seven
Seas Cruises brands. As of December 31, 2023, we had 32 ships with approximately 66,500 Berths and had orders for
five additional ships currently scheduled to be delivered. We have four Prima Class Ships on order with currently
scheduled delivery dates from 2025 through 2028. We have one Allura Class Ship on order for delivery in 2025. These
additions to our fleet are expected to increase our total Berths to approximately 82,500.

During the three months ended December 31, 2023, in response to the OECD’s BEPS 2.0 Pillar 2 global tax reform, the
Company restructured its organizational structure by realigning many of its operations across its three different brands
into a single jurisdiction, Bermuda. In connection with the reorganization, among other steps, certain NCLH
subsidiaries previously domiciled in the Isle of Man, the Cayman Islands, the Republic of the Marshall Islands, the
Republic of Panama and the state of Delaware, were redomiciled to Bermuda

2. Summary of Significant Accounting Policies

Liquidity

As of December 31, 2023, we had liquidity of approximately $2.3 billion, including cash and cash equivalents of
$402.4 million, borrowings available under our $1.2 billion undrawn Revolving Loan Facility and the impact of our
$650 million undrawn commitment of Class B Notes and Backstop Notes issuable by NCLC less related fees (see
Note 8 – “Long-Term Debt”). 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.

Basis of Presentation

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in
the United States of America and contain all normal recurring adjustments necessary for a fair presentation of the results
for the periods presented. Estimates are required for the preparation of consolidated financial statements in accordance
with generally accepted accounting principles and actual results could differ from these estimates. All significant
intercompany accounts and transactions are eliminated in consolidation.

Cash and Cash Equivalents

Cash and cash equivalents are stated at cost and include cash and investments with original maturities of three months or
less at acquisition.

Short-term Investments

Short-term investments include time deposits with original maturities of greater than three months and up to 12 months,
which are stated at cost and present insignificant risk of changes in value.

Accounts Receivable, Net

Accounts receivable are shown net of an allowance for credit losses of $13.2 million and $14.0 million as of
December 31, 2023 and 2022, respectively. Accounts receivable, net includes $20.1 million and $118.4 million due from
credit card processors within 12 months as of December 31, 2023 and 2022, respectively.

F-9

Inventories

Inventories mainly consist of provisions, supplies and fuel and are carried at the lower of cost or net realizable value
using the first-in, first-out method of accounting.

Advertising Costs

Advertising costs are expensed as incurred. Expenses related to advertising costs totaled $512.7 million, $577.8 million
and $300.3 million for the years ended December 31, 2023, 2022 and 2021, respectively.

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 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):

Net income (loss)
Basic weighted-average shares outstanding
Dilutive effect of share awards
Diluted weighted-average shares outstanding
Basic EPS
Diluted EPS

$
$

Year Ended December 31,
2022

2021

419,773,195
—
419,773,195

$ (2,269,909) $ (4,506,587)
365,449,967
—
365,449,967
(12.33)
(12.33)

(5.41) $
(5.41) $

$
$

2023
166,178
424,424,962
2,975,887
427,400,849
0.39
0.39

Each exchangeable note (see Note 8 – “Long-Term Debt”) is individually evaluated for its dilutive or anti-dilutive
impact on EPS as determined under the if-converted method. During the year ended December 31, 2023, 2022 and 2021
the exchangeable notes have been excluded from diluted weighted-average shares outstanding because the effect of
including them would have been anti-dilutive. Share awards are evaluated for a dilutive or anti-dilutive impact on EPS
using the treasury stock method. For the years ended December 31, 2023, 2022 and 2021, a total of 87.6 million,
92.6 million and 102.1 million shares, respectively, have been excluded from diluted weighted-average shares
outstanding because the effect of including them would have been anti-dilutive.

Property and Equipment, Net

Property and equipment are recorded at cost. We determine the weighted average useful lives of our ships based
primarily on our estimates of the costs and useful lives of the ships’ major component systems on the date of acquisition,
such as cabins, main diesels, main electric, superstructure and hull, and their related proportional weighting to the ship as
a whole. In 2023, the Company took delivery of Oceania Cruises’ first Allura Class Ship. Based on the design, structure
and technological advancements made to this new class of ship and the analysis of its major components, which is
generally performed upon the introduction of a new class of ship, we have assigned the Allura Class Ships a
weighted- average useful life of 35 years. A residual value of 10% was established based on our long-term estimates of
the expected remaining future benefit at the end of the ships’ weighted average useful lives. Ship improvement costs that
we believe add value to our ships are capitalized to the ship and depreciated over the shorter of the improvements’
estimated useful lives or the remaining useful life of the ship while costs of repairs and maintenance, including Dry-dock
costs, are charged to expense as incurred. During ship construction, certain interest is capitalized as a cost of the ship.
Gains or losses on the sale of property and equipment are recorded as a component of operating income (expense) in our
consolidated statements of operations. The useful lives of components of new ships and ship improvements are estimated
based on the economic lives of the new components. In addition, to determine the useful lives of the major components

F-10

of new ships and ship improvements, we consider the historical useful lives of similar assets, manufacturer
recommended lives, planned maintenance programs and anticipated changes in technological conditions.

Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, after a 10-15% reduction
for the estimated residual values of ships as follows:

Ships
Computer hardware and software
Other property and equipment
Leasehold improvements
Ship improvements

Useful Life
30‑35 years
3‑10 years
3‑40 years
Shorter of lease term or asset life
Shorter of asset life or life of the ship

Long-lived assets are reviewed for impairment, based on estimated future undiscounted cash flows, whenever events or
changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Assets are grouped and
evaluated at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of
other groups of assets. For ship impairment analyses, the lowest level for which identifiable cash flows are largely
independent of other assets and liabilities is each individual ship. We consider historical performance and future
estimated results in our evaluation of potential impairment and then compare the carrying amount of the asset to the
estimated future cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds
estimated expected undiscounted future cash flows, we measure the amount of the impairment by comparing the
carrying amount of the asset to its estimated fair value. We estimate fair value based on the best information available
utilizing estimates, judgments and projections as necessary. Our estimate of fair value is generally measured by
discounting expected future cash flows at discount rates commensurate with the associated risk.

Goodwill and Trade Names

Goodwill represents the excess of cost over the estimated fair value of net assets acquired. Goodwill and other
indefinite- lived assets, principally trade names, are reviewed for impairment annually or earlier if there is an event or
change in circumstances that would indicate that the carrying value of these assets may not be fully recoverable. In 2023,
we changed our annual evaluation date for impairment from December 31 to October 1. We believe this measurement
date, which represents a change in the method of applying an accounting principle, is preferable because it better aligns
with the timing of the Company’s financial planning process, which is a key component of the annual impairment tests.
The change in the measurement date did not delay, accelerate or prevent an impairment charge. The accounting policy
change is not material and will be applied prospectively. We may use a qualitative assessment which allows us to first
assess qualitative factors to determine whether it is more likely than not (i.e., more than 50%) that the estimated fair
value of a reporting unit is less than its carrying value. For trade names we also may provide a qualitative assessment to
determine if there is any indication of impairment.

In order to make this evaluation, we consider the following circumstances as well as others:

• Changes in general macroeconomic conditions, such as a deterioration in general economic conditions;
limitations on accessing capital; fluctuations in foreign exchange rates; or other developments in equity and
credit markets;

• Changes in industry and market conditions such as a deterioration in the environment in which an entity
operates; an increased competitive environment; a decline in market-dependent multiples or metrics (in both
absolute terms and relative to peers); a change in the market for an entity’s products or services; or a
regulatory or political development;

• Changes in cost factors that have a negative effect on earnings and cash flows;

• Decline in overall financial performance (for both actual and expected performance);

F-11

• Entity and reporting unit specific events such as changes in management, key personnel, strategy, or

customers; litigation; or a change in the composition or carrying amount of net assets; and

• Decline in share price (in both absolute terms and relative to peers).

We also may conduct a quantitative assessment comparing the fair value of each reporting unit to its carrying value,
including goodwill. In 2023, this consisted of a discounted future cash flow model to determine the fair value of the
reporting unit. Our discounted cash flow valuation reflects our principal assumptions of 1) forecasted future operating
results and growth rates, 2) forecasted capital expenditures for fleet growth and ship improvements and 3) a weighted
average cost of capital of market participants, adjusted for an optimal capital structure. We believe that the approach was
the most representative method to assess fair value as it utilized expectations of long-term growth as well as current
market conditions. For the trade names, we may also use a quantitative assessment, which, in 2023, utilized the relief
from royalty method and includes the same forecasts and discount rates from the discounted cash flow valuation in the
goodwill assessment along with a trade name royalty rate assumption.

For our annual impairment evaluation, we performed a quantitative assessment for the Regent Seven Seas reporting unit
and of each brand’s trade names. As of October 1, 2023, our annual review supports the carrying value of these assets.

Revenue and Expense Recognition

Deposits on advance ticket sales are deferred when received and are subsequently recognized as revenue ratably during
the voyage sailing days as services are rendered over time on the ship. Cancellation fees are recognized in passenger
ticket revenue in the month of the cancellation. Goods and services associated with onboard revenue are generally
provided at a point in time and revenue is recognized when the performance obligation is satisfied. A receivable is
recognized for onboard goods and services rendered when the voyage is not completed before the end of the period. All
associated direct costs of a voyage are recognized as incurred in cruise operating expenses.

Disaggregation of Revenue

Revenue and cash flows are affected by economic factors in various geographical regions.

Revenues by destination consisted of the following (in thousands):

North America
Europe
Asia-Pacific
Other
Total revenue

Year Ended December 31,
2022

2021

2023
$ 5,002,796
2,754,160
533,484
259,484
$ 8,549,924

$ 3,076,788 $ 424,377
211,767
1,557,308
6,186
115,438
5,656
94,226
$ 4,843,760 $ 647,986

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.

F-12

Segment Reporting

We have concluded that our business has a single reportable segment. Each brand, Norwegian, Oceania Cruises and
Regent, constitutes a business for which discrete financial information is available and management regularly reviews
the brand level operating results, and therefore, each brand is considered an operating segment. Our operating segments
have similar economic and qualitative characteristics, including similar long-term margins and similar products and
services; therefore, we aggregate all of the operating segments into one reportable segment.

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 was 84%, 85% and 87% for
the years ended December 31, 2023, 2022 and 2021, respectively. No other individual country’s revenues exceeded 10%
in any of our last three years.

Substantially all of our long-lived assets are located outside of the U.S. and consist primarily of our ships. We had
21 ships with Bahamas registry with a carrying value of $11.5 billion as of December 31, 2023 and 20 ships with
Bahamas registry with a carrying value of $10.6 billion as of December 31, 2022. We had 10 ships with Marshall Islands
registry with a carrying value of $3.6 billion as of December 31, 2023 and eight ships with Marshall Islands registry with
a carrying value of $2.3 billion as of December 31, 2022. We also had one ship with U.S. registry with a carrying value
of $0.3 billion as of December 31, 2023 and 2022.

Debt Issuance Costs

Debt issuance costs related to a recognized debt liability are presented in the consolidated balance sheets as a direct
deduction from the carrying amount of that debt liability, consistent with debt discounts. For line of credit arrangements
and for those debt facilities not fully drawn we defer and present debt issuance costs as an asset. These deferred issuance
costs are amortized over the life of the loan. 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 it is included in interest expense, net.

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 loss of $28.7 million, a gain
of $55.8 million and a gain of $20.9 million for the years ended December 31, 2023, 2022 and 2021, 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.

Derivative Instruments and Hedging Activity

We enter into derivative contracts to reduce our exposure to fluctuations in foreign currency exchange rates, interest
rates and fuel prices. The criteria used to determine whether a transaction qualifies for hedge accounting treatment
includes critical terms match or regression analysis and high effectiveness is achieved when a statistically valid
relationship reflects a high degree of offset and correlation between the derivative and the hedged forecasted transaction.
As the derivative is marked to fair value, we elected an accounting policy to net the fair value of our derivatives when a
master netting arrangement exists with our counterparties.

A derivative instrument that hedges a forecasted transaction or the variability of cash flows related to a recognized asset
or liability may be designated as a cash flow hedge. Changes in fair value of derivative instruments that are designated as
cash flow hedges are recorded as a component of accumulated other comprehensive income (loss) until the underlying
hedged transactions are recognized in earnings. To the extent that an instrument is not effective as a hedge or is no
longer probable of occurring, gains and losses are recognized in other income (expense), net in our consolidated
statements of operations. Realized gains and losses related to our effective hedges are recognized in the same line item

F-13

as the underlying hedged transactions. For presentation in our consolidated statements of cash flows, we have elected to
classify the cash flows from our cash flow hedges in the same category as the cash flows from the items being hedged.

Concentrations of Credit Risk

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 derivative instruments,
our undrawn commitment and new ship progress payment guarantees, is not considered significant, as we primarily
conduct business with large, well-established financial institutions and insurance companies that we have well-
established relationships with and that have credit risks acceptable to us or the credit risk is spread out among a large
number of creditors. We do not anticipate non-performance by any of our significant counterparties.

Insurance

We use a combination of insurance and self-insurance for a number of risks including claims related to crew and guests,
hull and machinery, war risk, workers’ compensation, property damage, employee healthcare and general liability.
Liabilities associated with certain of these risks, including crew and passenger claims, are estimated actuarially based
upon known facts, historical trends and a reasonable estimate of future expenses. While we believe these accruals are
adequate, the ultimate losses incurred may differ from those recorded.

Income Taxes

Deferred tax assets and liabilities are calculated in accordance with the liability method. Deferred taxes are recorded
using the currently enacted tax rates that apply in the periods that the differences are expected to reverse. Deferred taxes
are not discounted.

We provide a valuation allowance on deferred tax assets when it is more likely than not that such assets will not be
realized. With respect to acquired deferred tax assets, changes within the measurement period that result from new
information about facts and circumstances that existed at the acquisition date shall be recognized through a
corresponding adjustment to goodwill. Subsequent to the measurement period, all other changes shall be reported as a
reduction or increase to income tax expense in our consolidated statements of operations.

Share-Based Compensation

We recognize expense for our share-based compensation awards using a fair-value-based method. Share-based
compensation expense is recognized over the requisite service period for awards that are based on a service period and
not contingent upon any future performance. We refer you to Note 11 – “Employee Benefits and Share-Based
Compensation.”

Recently Issued Accounting Guidance

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 includes additional disclosures on an interim and annual basis and requires that the disclosures be applied
to public entities that have a single reportable segment. These provisions are effective for fiscal years beginning after
December 15, 2023 and interim periods after December 15, 2024. ASU will 2023-07 shall be applied retrospectively
unless it is impracticable to do so. We will evaluate the impact of ASU 2023-07 on our notes to the consolidated
financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax
Disclosures, 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

F-14

should be applied on a prospective basis. We will evaluate the impact of ASU 2023-09 on our notes to the consolidated
financial statements.

3. Revenue and Expense from Contracts with Customers

Nature of Goods and Services

We offer our guests a multitude of cruise fare options when booking a cruise. Our cruise ticket prices generally include
cruise fare and a wide variety of onboard activities and amenities, meals, entertainment and government taxes, fees and
port expenses. In some instances, cruise ticket prices include round-trip airfare to and from the port of embarkation,
complimentary beverages, unlimited shore excursions, free internet, pre-cruise hotel packages, and on some of the exotic
itineraries, pre- or post-land packages. Prices vary depending on the particular cruise itinerary, stateroom category
selected and the time of year that the voyage takes place. Passenger ticket revenue also includes full ship charters as well
as government taxes, fees and port expenses.

During the voyage, we generate onboard and other revenue for additional products and services which are not included
in the cruise fare, including casino operations, certain food and beverage, gift shop purchases, spa services, Wi-Fi
services and other similar items. Food and beverage, casino operations and shore excursions are generally managed
directly by us while retail shops, spa services, art auctions and internet services may be managed through contracts with
third-party concessionaires. These contracts generally entitle us to a percentage of the gross sales derived from these
concessions, which is recognized on a net basis. While some onboard goods and services may be prepaid prior to the
voyage, we utilize point-of-sale systems for discrete purchases made onboard. Certain of our product offerings are
bundled and we allocate the value of the bundled goods and services between passenger ticket revenue and onboard and
other revenue based upon the relative standalone selling prices of those goods and services.

Timing of Satisfaction of Performance Obligations and Significant Payment Terms

The payment terms and cancellation policies vary by brand, stateroom category, length of voyage, and country of
purchase. A deposit for a future booking is required at or soon after the time of booking. Final payment is generally due
between 120 days and 180 days before the voyage. Deposits on advance ticket sales are deferred when received and
include amounts that are refundable. Deferred amounts are subsequently recognized as revenue ratably during the
voyage sailing days as services are rendered over time on the ship. Deposits are generally cancellable and refundable
prior to sailing, but may be subject to penalties, depending on the timing of cancellation. The inception of substantive
cancellation penalties generally coincides with dates that final payment is due, and penalties generally increase as the
voyage sail date approaches. Cancellation fees are recognized in passenger ticket revenue in the month of the
cancellation. Our standard payment and cancellation penalties apply for all sailings after March 31, 2023.

Goods and services associated with onboard revenue are generally provided at a point in time and revenue is recognized
when the performance obligation is satisfied. Onboard goods and services rendered may be paid at disembarkation. A
receivable is recognized for onboard goods and services rendered when the voyage is not completed before the end of
the period.

Cruises that are reserved under full ship charter agreements are subject to the payment terms of the specific agreement
and may be either cancelable or non-cancelable. Deposits received on charter voyages are deferred when received and
included in advance ticket sales. Deferred amounts are subsequently recognized as revenue ratably over the voyage
sailing dates.

Contract Balances

Receivables from customers are included within accounts receivable, net. As of December 31, 2023 and 2022, our
receivables from customers were $126.4 million and $94.2 million, respectively, primarily related to in-transit credit
card receivables.

F-15

Contract liabilities represent the Company’s obligation to transfer goods and services to a customer. A customer deposit
held for a future cruise is generally considered a contract liability only when final payment is both due and paid by the
customer and is usually recognized in earnings within 180 days of becoming a contract. Other deposits held and included
within advance ticket sales or other long-term liabilities are not considered contract liabilities as they are largely
cancelable and refundable. Our contract liabilities are included within advance ticket sales. Future cruise credits that
have been issued as face value reimbursement for cancelled bookings due to COVID-19 are approximately $78.0 million
as of December 31, 2023. The future cruise credits are not contracts, and therefore, guests who elected this option are
excluded from our contract liability balance; however, the credit for the original amount paid is included in advance
ticket sales.

As of December 31, 2023, our contract liabilities were $2.2 billion. Of the amounts included within contract liabilities as
of December 31, 2023, 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. As of December 31, 2022, our contract liabilities were $1.7 billion.
Approximately $1.7 billion of the December 31, 2022 contract liability balance has been recognized in revenue for
the year ended December 31, 2023.

Our cruise voyages were completely suspended from March 2020 until July 2021 due to the COVID-19 pandemic and
our resumption of cruise voyages was phased in through May 2022. As a result of increases in our Occupancy following
our return to service as well as our cancellation policies returning to our standard terms, there has been an increase in the
contract liability balance as of December 31, 2023. The addition of new ships also increases the contract liability
balances as the number of sailings available for sale increases with each new ship. In 2023, three new ships were
delivered. Additionally, cruises on Norwegian Aqua and Oceania Cruises’ Allura are available for sale.

Practical Expedients and Exemptions

We do not disclose information about remaining performance obligations that have original expected durations of
one year or less. We recognize revenue in an amount that corresponds directly with the value to the customer of our
performance completed to date. Variable consideration, which will be determined based on a future rate and passenger
count, is excluded from the disclosure and these amounts are not material. These variable non-disclosed contractual
amounts relate to non-cancelable charter agreements and a service concession arrangement with a certain port, both of
which are long-term in nature. Amounts that are fixed in nature due to the application of minimum guarantees are also
not material and are not disclosed.

Contract Costs

Management generally expects that incremental commissions and credit card fees paid as a result of obtaining ticket
contracts are recoverable; therefore, we recognize these amounts as assets when they are paid prior to the voyage. Costs
of air tickets, port taxes and other fees that fulfill future performance obligations are also considered recoverable and are
recorded as assets. Costs incurred to obtain customers were $231.9 million and $184.0 million as of December 31, 2023
and 2022, respectively. Costs to fulfill contracts with customers were $135.5 million and $125.9 million as of
December 31, 2023 and 2022, respectively. Both costs to obtain and fulfill contracts with customers are recognized
within prepaid expenses and other assets. Incremental commissions, credit card fees, air ticket costs, and port taxes and
fees are recognized ratably over the voyage sailing dates, concurrent with associated revenue, and are primarily in
commissions, transportation and other expense.

For cruise vacations that had been cancelled by us due to COVID-19, approximately $0.3 million and $36.3 million in
costs to obtain these contracts, consisting of protected commissions, including those paid to employees, and credit card
fees, were recognized in earnings during the year ended December 31, 2022 and 2021, respectively.

4. Goodwill and Trade Names

Goodwill and trade names are not subject to amortization. As of December 31, 2023 and 2022, the carrying values were
$98.1 million for goodwill and $500.5 million for trade names. We evaluate goodwill and trade names for impairment

F-16

annually or more frequently when an event occurs or circumstances change that indicates the carrying value of a
reporting unit may not be recoverable.

The changes in the carrying amount of goodwill are as follows (in thousands):

Accumulated impairment loss
Balance, December 31, 2022
Impairment loss
Balance, December 31, 2023

Total
Goodwill

(1,290,797)
98,134
—
98,134

The carrying value of our trade names was $500.5 million, which consists of $207.5 million for Norwegian Cruise Line,
$140.0 million for Oceania Cruises and $153.0 million for Regent Seven Seas Cruises.

5. Leases

Nature of Leases

We have operating leases primarily for port facilities and also corporate offices, warehouses, and certain equipment.
Many of our leases include both lease and non-lease components. We have adopted the practical expedient which allows
us to combine lease and non-lease components by class of asset. We have applied this expedient for office leases, port
facilities, and certain equipment.

The components of lease expense were as follows (in thousands):

Operating lease expense
Variable lease expense
Short-term lease expense

Lease balances were as follows (in thousands):

Year Ended

Year Ended
December 31, 2023 December 31, 2022 December 31, 2021
17,534
$
12,414
6,421

47,558 $
29,886
38,476

54,290
25,364
36,853

Year Ended

Operating leases
Right-of-use assets

Balance Sheet location

December 31, 2023 December 31, 2022

Other long-term assets

753,652 $

707,086

Current operating lease liabilities
Non-current operating lease liabilities Other long-term liabilities

Accrued expenses and other
liabilities

23,226
644,646

39,689
588,064

Supplemental cash flow and non-cash information related to leases was as follows (in thousands):

Year Ended

Year Ended
December 31, 2023 December 31, 2022 December 31, 2021

Year Ended

Cash paid for amounts included in the measurement
of lease liabilities:

Operating cash outflows from operating leases

122,499

47,828 $

31,385

Right-of-use assets obtained in exchange for lease
obligations:

Operating leases

77,954

(76,173)

506,761

F-17

The right-of-use assets obtained in exchange for lease obligations for the year ended December 31, 2022 decreased
primarily related to a modification of a port facility agreement.

Other supplemental information related to leases was as follows:

Year Ended

Year Ended
December 31, 2023 December 31, 2022 December 31, 2021

Year Ended

Weighted average remaining lease term
(years) - operating leases
Weighted average discount rate - operating
leases

22.68

22.90

24.28

7.92 %

7.33 %

5.41 %

As of December 31, 2023, maturities of lease liabilities were as follows (in thousands):

2024
2025
2026
2027
2028
Thereafter
Total
Less: Present value discount
Present value of lease liabilities

Sales-Type Lease

Operating

leases

73,103
72,433
75,885
69,936
67,166
1,152,215
1,510,738
(842,866)
667,872

We have one sales-type lease for constructed land-based transportation equipment and infrastructure. The remaining
term of the lease is 19 years. At the end of the lease term, the assets shall be conveyed to the lessee. As of
December 31, 2023, the lease receivable is $40.4 million and is recognized within accounts receivable, net and other
long-term assets. The maturities of the lease receivable as of December 31, 2023 were as follows (in thousands):

2024
2025
2026
2027
2028
Thereafter
Total

Sales-type

lease

2,482
2,482
2,482
2,482
2,482
28,032
40,442

Significant Assumptions and Judgments in Applying Topic 842 and Practical Expedients Elected

Our leases contain both fixed and variable payments. Fixed payments and variable lease payments that depend on a rate
or index are included in the calculation of the right-of-use asset. Other variable payments are excluded from the
calculation unless there is an unavoidable fixed minimum cost related to those payments such as a minimum annual
guarantee. Our lease assets are amortized on a straight-line basis except for our rights to use port facilities. The expenses
related to port facilities are amortized based on passenger counts as this basis represents the pattern in which the
economic benefit is derived from the right to use the underlying asset.

For non-consecutive lease terms, which relate to our rights to use certain port facilities, the term of the lease is based on
the number of days on which we have the right to use a specified asset. We have adopted the practical expedient to

F-18

exclude leases with terms of less than one year from being included on the balance sheet. Lease expense for agreements
that are short-term are disclosed below and include both fixed and variable payments.

Certain leases include one or more options to extend or terminate and are primarily in five-year increments. Lease
extensions and terminations, including auto-renewing lease terms, were only included in the calculation of the right-of-
use asset to the extent that the right to renew or terminate was at the option of the lessor only or where there was a more
than insignificant penalty for termination.

As our leases do not have a readily determinable implicit rate, we estimated our incremental borrowing rate to determine
the net present value of the lease payments at the commencement date. Our incremental borrowing rate was estimated
based on the rate we would have obtained if we had borrowed collateralized debt over the lease term to purchase the
asset.

We have also adopted the practical expedient which allows us, by class of asset, to not separate lease and non-lease
components when we are the lessor in the underlying transaction, the transactions would otherwise be accounted for
under ASC 606–Revenue Recognition and the non-lease components are the predominant components of the
agreements. We have applied this practical expedient to transactions with cruise passengers and concession service
providers related to the use of our ships. We refer you to Note 3 – “Revenue and Expense from Contracts with
Customers.”

Leases That Have Not Yet Commenced

We have one agreement related to our rights to use a port facility which is under construction. The lease term for this
agreement has not commenced as of December 31, 2023. Although we may have provided design input or advances
related to these assets, we have determined that we do not control the assets during the period of construction. The lease
is expected to commence in 2024. This port facility has undiscounted minimum annual guarantees of approximately
$141.1 million of passenger fees.

F-19

6. Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) was as follows (in thousands):

Year Ended December 31, 2023

Change
Change Related to
Related to Shipboard
Comprehensive Cash Flow Retirement

Accumulated
Other

Income (Loss) Hedges

Plan

Accumulated other comprehensive income (loss) at beginning of
period
Current period other comprehensive loss before reclassifications
Amounts reclassified into earnings
Accumulated other comprehensive income (loss) at end of period

(477,079) $ (480,578) $
(1,773)
(5,441)
(26,173)(1)
(25,918)
(508,438) $ (508,524)(3) $

3,499
(3,668)

255 (2)
86

Year Ended December 31, 2022

Change
Change Related to
Related to Shipboard
Comprehensive Cash Flow Retirement

Accumulated
Other

Income (Loss) Hedges

Plan

Accumulated other comprehensive income (loss) at beginning of
period
Current period other comprehensive income (loss) before
reclassifications
Amounts reclassified into earnings
Accumulated other comprehensive income (loss) at end of period

(285,086) $ (279,696) $

(5,390)

(95,506)
(104,017)
(96,865)(1)
(96,487)
(477,079) $ (480,578) $

8,511

378 (2)

3,499

Year Ended December 31, 2021

Change
Change Related to
Related to Shipboard
Comprehensive Cash Flow Retirement

Accumulated
Other

Income (Loss) Hedges

Plan

(240,117) $ (234,334)
(110,379)
(110,379)
65,410

(285,086) $ (279,696)

65,017 (1)
$

(5,783)
—
393 (2)

(5,390)

(1) We refer you to Note 10 – “Fair Value Measurements and Derivatives” in these notes to consolidated financial

statements 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 $24.7 million of loss expected to be reclassified into earnings in the next 12 months.

F-20

7. Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):

Ships
Ship improvements
Ships under construction
Land and land improvements
Other

Less: accumulated depreciation
Property and equipment, net

December 31,

2023

2022

$ 18,462,250 $ 15,751,860
2,718,818
871,813
58,370
880,056
20,280,917
(5,764,551)
$ 16,433,292 $ 14,516,366

2,899,114
548,182
58,370
999,471
22,967,387
(6,534,095)

The increase in ships was primarily due to the additions of Oceania Cruises’ Vista, Norwegian Viva and Regent Seven
Seas Grandeur. The Company capitalized approximately $204.2 million of costs associated with ship improvements and
$96.0 million associated with other information technology assets during the year ended December 31, 2023. Repairs
and maintenance expenses including Dry-dock expenses were $160.8 million, $223.5 million and $199.7 million for
the years ended December 31, 2023, 2022 and 2021, respectively, and were recorded within other cruise operating
expense.

Ships under construction include progress payments to the shipyard, planning and design fees and other associated costs.
Capitalized interest costs which were primarily associated with the construction or revitalization of ships amounted to
$56.4 million, $58.4 million and $43.6 million for the years ended December 31, 2023, 2022 and 2021, respectively.

F-21

8. Long-Term Debt

Long-term debt consisted of the following:

Revolving Loan Facility
Term Loan A Facility
$862.5 million 6.000% exchangeable notes
$450.0 million 5.375% exchangeable notes
$1,150.0 million 1.125% exchangeable notes
$473.2 million 2.50% exchangeable notes
$1,000.0 million 5.875% senior secured notes
$600.0 million 7.75% senior unsecured notes
$790.0 million 8.125% senior secured notes
$250.0 million 9.75% senior secured notes
$600.0 million 8.375% senior secured notes
$525.0 million 6.125% senior unsecured notes
$1,425.0 million 5.875% senior unsecured notes
$565.0 million 3.625% senior unsecured notes
€529.8 million Breakaway one loan (1)
€529.8 million Breakaway two loan (1)
€590.5 million Breakaway three loan (1)
€729.9 million Breakaway four loan (1)
€710.8 million Seahawk 1 term loan (1)
€748.7 million Seahawk 2 term loan (1)
Leonardo newbuild one loan
Leonardo newbuild two loan
Leonardo newbuild three loan
Leonardo newbuild four loan
Explorer newbuild loan
Splendor newbuild loan
Grandeur newbuild loan
Marina newbuild loan
Riviera newbuild loan
Vista newbuild loan
Finance lease and license obligations
Total debt
Less: current portion of long-term debt
Total long-term debt

(1) Currently U.S. dollar-denominated.

Interest Rate
December 31,

2023

2022

Maturities
Through

Balance
December 31,

2023

2022

(in thousands)

—
—
6.00 %
5.38 %
1.13 %
2.50 %
5.88 %
7.75 %
8.13 %
9.75 %
8.38 %
6.13 %
5.88 %
3.63 %
6.73 %
5.18 %
3.86 %
3.66 %
4.35 %
4.27 %
2.68 %
2.77 %
1.89 %
1.31 %
4.37 %
3.62 %
3.70 %
7.06 %
6.84 %
3.64 %

—
—
—

6.45 % 2026
6.80 % 2025
6.00 % 2024
5.38 % 2025
1.13 % 2027
2.50 % 2027
5.88 % 2027
7.75 % 2029
2029
2028
2028
6.13 % 2028
5.88 % 2026
3.63 % 2024
5.53 % 2026
4.25 % 2027
3.75 % 2027
3.62 % 2029
4.25 % 2030
4.24 % 2031
2.68 % 2034
2.77 % 2035
1.22 % 2037
1.31 % 2038
4.44 % 2028
3.36 % 2032
2035
4.41 % 2027
5.78 % 2026
2035
2028

—

— $
—
146,044
446,027
1,132,079
465,339
990,560
593,521
779,241
239,695
590,796
520,402
1,416,779
563,788
140,721
216,317
303,184
437,721
501,416
650,189
960,901
1,022,829
199,689
42,037
166,239
333,143
501,987
56,283
67,683
560,943
13,372
14,058,925
(1,744,778)

875,000
1,447,851
144,608
443,688
1,126,543
462,991
987,522
592,266
—
—
—
519,314
1,413,053
562,517
224,808
302,280
393,341
537,542
600,504
757,265
1,043,850
259,315
40,765
40,765
210,634
383,085
—
101,194
135,290
—
15,539
13,621,530
(991,128)
$ 12,314,147 $ 12,630,402

Various

—
Various

In February 2023, NCLC issued $600.0 million aggregate principal amount of 8.375% senior secured notes due
February 1, 2028 (the “2028 Senior Secured Notes”). The 2028 Senior Secured Notes and related guarantees are secured
by first-priority interests in, among other things and subject to certain agreed security principles, fourteen of our vessels
that also secure the Sixth ARCA and the 2029 Senior Secured Notes (as defined below). The 2028 Senior Secured Notes
are guaranteed by our subsidiaries that own the vessels that secure the 2028 Senior Secured Notes. NCLC may redeem
the 2028 Senior Secured Notes at its option, in whole or in part, at any time and from time to time prior to February 1,
2025, at a “make-whole” redemption price, plus accrued and unpaid interest and additional amounts, if any, to, but
excluding, the redemption date. NCLC may redeem the 2028 Senior Secured Notes at its option, in whole or in part, at
any time and from time to time on or after February 1, 2025, at the redemption prices set forth in the indenture governing
the 2028

F-22

Senior Secured Notes plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption
date. At any time and from time to time prior to February 1, 2025, NCLC may choose to redeem up to 40% of the
aggregate principal amount of the 2028 Senior Secured Notes with the net proceeds of certain equity offerings, subject to
certain restrictions, at a redemption price equal to 108.375% of the principal amount of the 2028 Senior Secured 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 2028 Senior Secured Notes issued remains outstanding following such redemption.
The 2028 Senior Secured Notes pay interest at 8.375% per annum, semiannually 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 net proceeds from the 2028 Senior Secured Notes were used to repay the loans outstanding under our Term Loan A
Facility that otherwise would have become due in January 2024, including to pay any accrued and unpaid interest
thereon, as well as related premiums, fees and expenses.

The indenture governing the 2028 Senior Secured Notes includes requirements that, among other things and subject to a
number of qualifications and exceptions, restrict the ability of NCLC and its restricted subsidiaries, as applicable, to
(i) incur or guarantee additional indebtedness; (ii) pay dividends or distributions on, or redeem or repurchase, equity
interests and make other restricted payments; (iii) make investments; (iv) consummate certain asset sales; (v) engage in
certain transactions with affiliates; (vi) grant or assume certain liens; and (vii) consolidate, merge or transfer all or
substantially all of their assets.

In July 2022, NCLC entered into a $1 billion amended and restated commitment letter (the “commitment letter”) with
the purchasers named therein (collectively, the “Commitment Parties”), which superseded a $1 billion commitment letter
previously executed in November 2021. The commitment letter, among other things, extended the commitments
thereunder through March 31, 2023. In February 2023, NCLC and the Commitment Parties amended and restated the
commitment letter (the “current commitment letter”) to extend $650 million of commitments thereunder through
February 2024, with an option for NCLC to further extend such commitments through February 2025 at its election. In
February 2024, we extended the $650 million undrawn commitment from February 2024 to March 2024 while
maintaining our option to further extend the commitment. Pursuant to the current commitment letter, the Commitment
Parties have agreed to purchase from NCLC an aggregate principal amount of up to $650 million of senior secured notes
at NCLC’s option. NCLC has the option to make up to two draws, consisting of (i) $250 million of senior secured notes
due 2028 that, if issued, will accrue interest at a rate of 11.00% per annum subject to a 1.00% increase or decrease based
on certain market conditions at the time drawn (the “Class B Notes”) and (ii) $400 million aggregate principal amount of
8.00% senior secured notes due five years after the issue date (the “Backstop Notes”). The Class B Notes and the
Backstop Notes are subject to a quarterly commitment fee of 0.75% for so long as the commitments with respect to Class
B Notes or the Backstop Notes, as applicable, are outstanding, which fee will be increased to 1.00% if NCLC extends
the commitments through February 2025 at its election. If drawn, the Class B Notes will be subject to an issue fee of
2.00%, and the Backstop Notes will be subject to a quarterly duration fee of 1.50%, as well as an issue fee of 3.00%.

In February 2023, in connection with the execution of the current commitment letter, NCLC issued $250 million
aggregate principal amount of 9.75% senior secured notes due 2028 (the “Class A Notes” and, collectively with the
Class B Notes and the Backstop Notes, the “Notes”), subject to an issue fee of 2.00%. NCLC used the net proceeds from
the Class A Notes for general corporate purposes. NCLC may redeem the Class A Notes at its option, in whole or in part,
at any time and from time to time prior to February 22, 2025, at a “make-whole” redemption price, plus accrued and
unpaid interest and additional amounts, if any, to, but excluding, the redemption date. NCLC may redeem the Class A
Notes at its option, in whole or in part, at any time and from time to time on or after February 22, 2025, at the
redemption prices set forth in the indenture governing the Class A Notes, plus accrued and unpaid interest and additional
amounts, if any, to, but excluding, the redemption date. The Class A Notes pay interest at 9.75% per annum, quarterly on
February 15, May 15, August 15 and November 15 of each year, to holders of record at the close of business on the
immediately preceding February 1, May 1, August 1 and November 1, respectively.

The Class A Notes are, and the Class B Notes and the Backstop Notes, if issued, will be, secured by first-priority
interests in, among other things and subject to certain agreed security principles, shares of capital stock in certain
guarantors, our material intellectual property and two islands that we use in the operations of our cruise business. The

F-23

Class A Notes are, and the Class B Notes and the Backstop Notes, if issued, will be, guaranteed by our subsidiaries that
own the property that secures the Notes as well as certain additional subsidiaries whose assets do not secure the Notes.

The indenture governing the Class A Notes includes requirements that, among other things and subject to a number of
qualifications and exceptions, restrict the ability of NCLC and its restricted subsidiaries, as applicable, to (i) incur or
guarantee additional indebtedness; (ii) pay dividends or distributions on, or redeem or repurchase, equity interests and
make other restricted payments; (iii) make investments; (iv) consummate certain asset sales; (v) engage in certain
transactions with affiliates; (vi) grant or assume certain liens; and (vii) consolidate, merge or transfer all or substantially
all of their assets.

In February 2023, NCLC entered into a Backstop Agreement with Morgan Stanley & Co. LLC (“MS”), pursuant to
which MS agreed to provide backstop committed financing to refinance and/or repay in whole or in part amounts then
outstanding under the Senior Secured Credit Facility. Pursuant to the Backstop Agreement, we could, at our sole option,
issue and sell to MS (subject to the satisfaction of certain conditions) five-year senior unsecured notes up to an aggregate
principal amount sufficient to generate gross proceeds of $300 million at any time between October 4, 2023 and
January 2, 2024. As a result of the refinancing of the Senior Secured Credit Facility in October 2023 (discussed below),
the backstop committed financing was no longer applicable.

In April 2023, $82.5 million in aggregate principal amount of the Revolving Loan Facility due January 2024 was
assigned to a new lender, and the maturity date was extended by one year to January 2025. The terms of the assigned
principal were the same as the existing lenders who extended commitments in December 2022 under Amendment No. 4
to the Senior Secured Credit Facility.

In April 2023, we took delivery of Oceania Cruises’ Vista. We had export credit financing in place for 80% of the
contract price. The associated $632.6 million term loan bears interest at a fixed rate of 3.64% with a maturity date of
April 30, 2035. Principal and interest payments are payable semiannually.

In May and June 2023, certain of NCLC’s export-credit backed facilities were amended to replace LIBOR with Term
SOFR. In connection with these amendments, the Company adopted Accounting Standards Update (“ASU”)
No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial
Reporting (“ASU 2020-04”), which provided guidance to alleviate the burden in accounting for reference rate reform by
allowing certain expedients and exceptions in applying GAAP to contracts, hedging relationships and other transactions
impacted by reference rate reform. The provisions apply only to those transactions that reference LIBOR or another
reference rate expected to be discontinued due to reference rate reform. As of June 30, 2023, we have applied certain
optional expedients in our accounting for these amendments and the impact was immaterial.

In August 2023, we took delivery of Norwegian Viva. We had export credit financing in place for 80% of the contract
price. The associated $1.1 billion term loan bears interest at a fixed rate of 2.77% with a maturity date of August 3, 2035.
Principal and interest payments are payable semiannually.

In October 2023, NCLC issued $790.0 million aggregate principal amount of 8.125% senior secured notes due
January 15, 2029 (the “2029 Senior Secured Notes”). The 2029 Senior Secured Notes and related guarantees are secured
by first-priority interests in, among other things and subject to certain agreed security principles, fourteen of our vessels
that also secure the Sixth ARCA and the 2028 Senior Secured Notes. The 2029 Senior Secured Notes are guaranteed by
our subsidiaries that own the vessels that secure the 2029 Senior Secured Notes. NCLC may redeem the 2029 Senior
Secured Notes at its option, in whole or in part, at any time and from time to time prior to January 15, 2026, at a “make-
whole” redemption price, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the
redemption date. NCLC may redeem the 2029 Senior Secured Notes at its option, in whole or in part, at any time and
from time to time on or after January 15, 2026, at the redemption prices set forth in the indenture governing the 2029
Senior Secured Notes plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption
date. At any time and from time to time prior to January 15, 2026, NCLC may choose to redeem up to 40% of the
aggregate principal amount of the 2029 Senior Secured Notes with the net proceeds of certain equity offerings, subject to
certain restrictions, at a redemption price equal to 108.125% of the principal amount of the 2029 Senior Secured Notes
redeemed plus accrued and unpaid interest to, but excluding, the redemption date, so long as at least 60% of the

F-24

aggregate principal amount of the 2029 Senior Secured Notes issued remains outstanding following such redemption.
The 2029 Senior Secured Notes pay interest at 8.125% per annum, semiannually on January 15 and July 15 of each year,
commencing on July 15, 2024, to holders of record at the close of business on the immediately preceding January 1 and
July 1, respectively.

The net proceeds from the 2029 Senior Secured Notes, together with cash on hand, were used to repay the Term Loan A
Facility, including to pay any accrued and unpaid interest thereon, as well as related premiums, fees and expenses.

The indenture governing the 2029 Senior Secured Notes includes requirements that, among other things and subject to a
number of qualifications and exceptions, restrict the ability of NCLC and its restricted subsidiaries, as applicable, to
(i) incur or guarantee additional indebtedness; (ii) pay dividends or distributions on, or redeem or repurchase, equity
interests and make other restricted payments; (iii) make investments; (iv) consummate certain asset sales; (v) engage in
certain transactions with affiliates; (vi) grant or assume certain liens; and (vii) consolidate, merge or transfer all or
substantially all of their assets.

In October 2023, NCLC entered into the Sixth ARCA, an amendment and restatement of the Senior Secured Credit
Facility. The Sixth ARCA, among other things, increased the aggregate amount of commitments under the Revolving
Loan Facility from $875 million to $1.2 billion. The Sixth ARCA and related guarantees are secured by first-priority
interests in, among other things and subject to certain agreed security principles, fourteen of our vessels that also secure
the 2028 Senior Secured Notes and the 2029 Senior Secured Notes. The commitments and any loans under the
Revolving Loan Facility mature on October 18, 2026, provided that (a) if, on September 16, 2024, NCLC’s 3.625%
senior notes due December 2024 have not been repaid or refinanced with indebtedness maturing after January 16, 2027
and a liquidity test of $800 million is not satisfied on that date, the maturity date will be September 16, 2024, (b) if, on
May 2, 2025, NCLC’s 2025 Exchangeable Notes have not been repaid or refinanced with indebtedness maturing after
January 16, 2027 and a liquidity test of $800 million is not satisfied on that date, the maturity date will be May 2, 2025,
and (c) if, on December 15, 2025, more than $300 million of NCLC’s 5.875% senior notes due March 2026 remain
outstanding and the remainder has not been repaid or refinanced with indebtedness maturing after January 16, 2027, the
maturity date will be December 15, 2025. 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 1.25%
and (y) in the case of term benchmark loans, at a per annum rate based on the adjusted term Secured Overnight
Financing Rate plus a margin of between 1.00% and 2.25%. 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 Sixth ARCA also (a) increased the basket for Permitted Additional Debt (as defined in the Sixth ARCA) and
increased the amount of such additional debt that may be secured on assets that are not collateral and (b) extended
certain financial covenants through the amended maturity date. As described above, the net proceeds from the 2029
Senior Secured Notes, together with cash on hand, were used to repay all of the Term Loan A Facility, including to pay
any accrued and unpaid interest thereon, as well as related premiums, fees and expenses. No term loans are outstanding
under the Sixth ARCA.

In November 2023, we took delivery of Regent’s Seven Seas Grandeur. We had export credit financing in place for 80%
of the contract price. The associated $543.8 million term loan bears interest at a fixed rate of 3.7% with a maturity date
of November 14, 2035. Principal and interest payments are payable semiannually.

Exchangeable Notes

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20)
and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) Accounting for Convertible
Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which reduces the number of accounting
models for convertible debt instruments and enhances transparency in disclosures. One model which was eliminated is
the bifurcation of embedded conversion features that are not accounted for separately as derivatives. Each of the 2024
Exchangeable Notes, 2025 Exchangeable Notes, 2027 1.125% Exchangeable Notes and 2027 2.5% Exchangeable Notes

F-25

(as defined below) contain conversion options that may be settled with NCLH’s ordinary shares. As the options are both
indexed to and settled in our ordinary shares, they are not accounted for separately as derivatives. The Private
Exchangeable Notes contained a beneficial conversion feature, which was recognized within additional paid-in capital
with an offsetting discount to the carrying amount of the debt. The discount was amortized to interest expense through
December 31, 2020. On January 1, 2021, we early adopted ASU 2020-06 using a modified retrospective approach. As a
result, the $131.2 million beneficial conversion feature previously recognized was reclassified from additional paid-in
capital to long-term debt, and the discount amortization of $5.6 million was adjusted through accumulated deficit.

As of December 31, 2023, NCLC had outstanding $146.6 million aggregate principal amount of 6.00% exchangeable
senior notes due May 15, 2024 (the “2024 Exchangeable Notes”). The 2024 Exchangeable Notes are guaranteed by
NCLH on a senior basis. Holders may exchange their 2024 Exchangeable Notes at their option into redeemable
preference shares of NCLC. Upon exchange, the preference shares will be immediately and automatically exchanged, for
each $1,000 principal amount of exchanged 2024 Exchangeable Notes, into a number of NCLH’s ordinary shares based
on the exchange rate. The exchange rate will initially be 72.7273 ordinary shares per $1,000 principal amount of 2024
Exchangeable Notes (equivalent to an initial exchange price of approximately $13.75 per ordinary share). The maximum
exchange rate is 89.4454 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 2024 Exchangeable Notes pay
interest at 6.00% per annum, semiannually on May 15 and November 15 of each year, to holders of record at the close of
business on the immediately preceding May 1 and November 1, respectively.

As of December 31, 2023, NCLC had outstanding $450.0 million aggregate principal amount of 5.375% exchangeable
senior notes due August 1, 2025 (the “2025 Exchangeable Notes”). The 2025 Exchangeable Notes are guaranteed by
NCLH on a senior basis. Holders may exchange their 2025 Exchangeable Notes at their option into redeemable
preference shares of NCLC. Upon exchange, the preference shares will be immediately and automatically exchanged, for
each $1,000 principal amount of exchanged 2025 Exchangeable Notes, into a number of NCLH’s ordinary shares based
on the exchange rate. The exchange rate will initially be 53.3333 ordinary shares per $1,000 principal amount of 2025
Exchangeable Notes (equivalent to an initial exchange price of approximately $18.75 per ordinary share). The maximum
exchange rate is 66.6666 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 2025 Exchangeable Notes pay
interest at 5.375% per annum, semiannually 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.

As of December 31, 2023, NCLC had outstanding $1,150.0 million aggregate principal amount of 1.125% exchangeable
senior notes due February 15, 2027 (the “2027 1.125% Exchangeable Notes”). The 2027 1.125% Exchangeable Notes
are guaranteed by NCLH on a senior basis. Holders may exchange their 2027 1.125% Exchangeable Notes for, at the
election of NCLC, cash, ordinary shares of NCLH or a combination of cash and ordinary shares of NCLH, at any time
prior to the close of business on the business day immediately preceding August 15, 2026, subject to the satisfaction of
certain conditions and during certain periods, and on or after August 15, 2026 until the close of business on the business
day immediately preceding the maturity date, regardless of whether such conditions have been met. Upon exchange, the
preference shares will be immediately and automatically exchanged, for each $1,000 principal amount of exchanged
2027 1.125% Exchangeable Notes, into a number of NCLH’s ordinary shares based on the exchange rate. The initial
exchange rate is 29.6850 ordinary shares per $1,000 principal amount of 2027 1.125% Exchangeable Notes (equivalent
to an initial exchange price of approximately $33.69 per ordinary share). The maximum exchange rate is 42.3012 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 2027 1.125% Exchangeable Notes pay interest at 1.125% per
annum, semiannually on February 15 and August 15 of each year, to holders of record at the close of business on the
immediately preceding February 1 and August 1, respectively.

As of December 31, 2023, NCLC had outstanding $473.2 million in aggregate principal amount of 2.5% exchangeable
senior notes due February 15, 2027 (the “2027 2.5% Exchangeable Notes”). The 2027 2.5% Exchangeable Notes are
guaranteed by NCLH on a senior basis. At their option, holders may exchange their 2027 2.5% Exchangeable Notes for,

F-26

at the election of NCLC, cash, ordinary shares of NCLH or a combination of cash and ordinary shares of NCLH, at any
time prior to the close of business on the business day immediately preceding August 15, 2026, subject to the satisfaction
of certain conditions and during certain periods, and on or after August 15, 2026 until the close of business on the
business day immediately preceding the maturity date, regardless of whether such conditions have been met. If NCLC
elects to satisfy its exchange obligation solely in ordinary shares or in a combination of ordinary shares and cash, upon
exchange, the 2027 2.5% Exchangeable Notes will convert into redeemable preference shares of NCLC, which will be
immediately and automatically exchanged, for each $1,000 principal amount of exchanged 2027 2.5% Exchangeable
Notes, into a number of NCLH’s ordinary shares based on the exchange rate. The exchange rate initially will be 28.9765
ordinary shares per $1,000 principal amount of 2027 2.5% Exchangeable Notes (equivalent to an initial exchange price
of approximately $34.51 per ordinary share). The maximum exchange rate is 44.1891 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 2027 2.5% Exchangeable Notes pay interest at 2.5% per annum, semiannually on February 15
and August 15 of each year, to holders of record at the close of business on the immediately preceding February 1 and
August 1, respectively.

The following is a summary of NCLC’s exchangeable notes as of December 31, 2023 (in thousands):

2024 Exchangeable Notes (1)
2025 Exchangeable Notes
2027 1.125% Exchangeable Notes
2027 2.5% Exchangeable Notes

Principal
Amount
146,601
$
449,990
1,150,000
473,175

Unamortized
Deferred

Net Carrying

Fair Value

Financing Fees Amount
(557)
(3,963)
(17,921)
(7,836)

146,044 $
446,027
1,132,079
465,339

Amount
217,790
572,567
1,068,431
453,784

Leveling
Level 2
Level 2
Level 2
Level 2

(1) Classified within current portion of long-term debt as of December 31, 2023. We expect that the holders of the 2024

Exchangeable Notes will exchange their 2024 Exchangeable Notes for shares.

The following is a summary of NCLC’s exchangeable notes as of December 31, 2022 (in thousands):

2024 Exchangeable Notes
2025 Exchangeable Notes
2027 1.125% Exchangeable Notes
2027 2.5% Exchangeable Notes

Principal
Amount
146,601
$
450,000
1,150,000
473,175

Unamortized
Deferred

Net Carrying

Fair Value

Financing Fees Amount
(1,993)
(6,312)
(23,457)
(10,184)

144,608 $ 161,840
433,580
443,688
763,830
1,126,543
331,743
462,991

Amount Leveling
Level 2
Level 2
Level 2
Level 2

The following provides a summary of the interest expense recognized related to the exchangeable notes (in thousands):

Year Ended

Coupon interest
Amortization of deferred financing fees
Total

December 31, 2023 December 31, 2022
55,759
11,143
66,902

57,750
11,669
69,419 $

The effective interest rate is 7.04%, 5.97%, 1.64% and 3.06% for the 2024 Exchangeable Notes, 2025 Exchangeable
Notes, 2027 1.125% Exchangeable Notes and 2027 2.5% Exchangeable Notes, respectively.

F-27

Interest Expense

Interest expense, net for the year ended December 31, 2023 was $727.5 million which included $73.5 million of
amortization of deferred financing fees and an approximately $8.8 million loss on extinguishment and modification of
debt. Interest expense, net for the year ended December 31, 2022 was $801.5 million which included $59.3 million of
amortization of deferred financing fees and a $193.4 million loss on extinguishment of debt. Interest expense, net for
the year ended December 31, 2021 was $2.1 billion which included $54.4 million of amortization of deferred financing
fees and a $1.4 billion loss on extinguishment and modification of debt.

Debt Repayments

The following are scheduled principal repayments on our long-term debt including exchangeable notes which can be
settled in shares and finance lease obligations as of December 31, 2023 for each of the next five years (in thousands):

Year
2024
2025
2026
2027
2028
Thereafter
Total

Amount

1,744,778
1,321,318
2,231,259
3,283,980
1,940,397
3,907,320
14,429,052

We had an accrued interest liability of $195.2 million and $151.8 million as of December 31, 2023 and 2022,
respectively.

Debt Covenants

As of December 31, 2023, 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.

9. Related Party Disclosures

NCLC, as issuer, NCLH, as guarantor, and U.S. Bank National Association, as trustee, were all parties to an indenture,
dated May 28, 2020 (the “Indenture”) related to the Private Exchangeable Notes, which were held by an affiliate of L
Catterton (the “Private Investor”). Based on the initial exchange rate for the Private Exchangeable Notes, the Private
Investor beneficially owned approximately 10% of NCLH’s outstanding ordinary shares as of December 31, 2020. The
initial exchange rate for the Private Exchangeable Notes could have been adjusted in the event of certain make-whole
fundamental changes or tax redemption events (each, as described in the Indenture), but the maximum number of NCLH
ordinary shares issuable upon an exchange in the event of such an adjustment would not have exceeded 46,577,947. The
Private Exchangeable Notes also contained certain anti-dilution provisions that could have subjected the exchange rate to
additional adjustment if certain events had occurred.

NCLH, NCLC and the Private Investor also entered into an investor rights agreement, dated May 28, 2020 (the “Investor
Rights Agreement”), which provided that, among other things, the Private Investor was entitled to nominate one person
for appointment to the board of directors of NCLH until the first date on which the Private Investor no longer
beneficially owned in the aggregate at least 50% of the number of NCLH’s ordinary shares issuable upon exchange of
the Private Exchangeable Notes beneficially owned by the Private Investor in the aggregate as of May 28, 2020 (subject
to certain adjustments).

F-28

The Investor Rights Agreement also provided for customary registration rights for the Private Investor and its affiliates,
including demand and piggyback registration rights, contained customary transfer restrictions and provided that the
Private Investor and its affiliates were subject to a voting agreement with respect to certain matters during a specified
period of time.

In a privately negotiated transaction among NCLH, NCLC and the Private Investor, NCLC agreed to repurchase all of
the outstanding Private Exchangeable Notes for an aggregate repurchase price of approximately $1.0 billion (the
“Repurchase”). On March 9, 2021, in connection with the settlement of the Repurchase, the trustee cancelled the
aggregate principal amount outstanding under the Private Exchangeable Notes and confirmed that NCLC had satisfied
and discharged its obligations under the Indenture. In connection with the Repurchase, we and the Private Investor
agreed to terminate the Investor Rights Agreement effective upon the consummation of the Repurchase. Notwithstanding
the termination, we and the Private Investor agreed that certain provisions related to indemnification and expense
reimbursement would survive in accordance with their terms.

10. 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).

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 December 31, 2023, we had fuel swaps, which are used to mitigate the financial impact of volatility of fuel prices
pertaining to approximately 756 thousand metric tons of our projected fuel purchases, maturing through December 31,
2025.

F-29

As of December 31, 2023, we had fuel swaps pertaining to approximately 26 thousand metric tons of our projected fuel
purchases which were not designated as cash flow hedges maturing through December 31, 2024.

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

Derivative Contracts Designated as Hedging Instruments

Balance Sheet Location

Fuel contracts

Foreign currency contracts

Prepaid expenses and other assets
Other long-term assets
Accrued expenses and other liabilities
Other long-term liabilities

Prepaid expenses and other assets
Accrued expenses and other liabilities

Total derivatives designated as hedging instruments

Derivative Contracts Not Designated as Hedging Instruments

Fuel contracts

Prepaid expenses and other assets
Other long-term assets
Accrued expenses and other liabilities
Other long-term liabilities

Total derivatives not designated as hedging instruments
Total derivatives

Assets

December 31,
2023

December 31,
2022

Liabilities
December 31, December 31,

2023

2022

$
$

— $
—
4,309
137

—
—
4,446

53,224
3,869

—
—

3,617
4,386
65,096

—
—
11,247
8,932

—
—
20,179

— $
—
141
—

84
—
—
—

—
—
1,031
280

141
4,587

$
$

84
65,180

$
$

1,311
21,490

$
$

7,137
655
—
—

—
177,746
185,538

348
191
—
—

539
186,077

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.

F-30

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

December 31, 2023
Liabilities

December 31, 2022
Assets
Liabilities

Gross

Gross
Amounts

Amounts Offset

21,490

(4,587)

Gross

Gross
Amounts

Amounts Offset

60,794
177,746

(8,331) $
(4,386)

Gross
Total Net
Amounts
Amounts Not Offset Net Amounts
16,903

16,903

—

Gross
Total Net
Amounts
Amounts Not Offset Net Amounts
48,846
26,979

$
(146,381)

52,463
173,360

(3,617) $

The effects of cash flow hedge accounting on accumulated other comprehensive income (loss) include the following (in
thousands):

Amount of Gain (Loss)
Recognized in Other
Comprehensive Income
Year Ended December 31,
2021
2022
74,434

2023

$ (15,144) $ 106,994

—

13,371 (211,011)
—

—

(185,067)
254

Location of Gain
(Loss) Reclassified
from Accumulated
Other Comprehensive
Income (Loss) into
Income

Fuel
Other income (expense),
net
Depreciation and
amortization
Interest expense, net

Amount of Gain (Loss) Reclassified

from Accumulated Other
Comprehensive
Income (Loss) into Income
Year Ended December 31,
2022

2023

$ 39,138 $ 104,250

2021
$ (41,080)

(146)

(293)

(12,002)

(12,819)
—

(7,052)
(40)

(5,067)
(6,868)

$ (1,773) $ (104,017) $ (110,379)

$ 26,173 $ 96,865

$ (65,017)

Derivatives

Fuel contracts

Foreign currency contracts
Interest rate contracts
Total gain (loss) recognized in other
comprehensive income

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

Year Ended December 31, 2023
Depreciation
and

Interest

Fuel

Amortization Expense, net

Other Income
(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

716,833

808,568

727,531

(40,204)

Amount of gain (loss) reclassified from accumulated other comprehensive
income (loss) into income

Fuel contracts
Foreign currency contracts
Interest rate contracts

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

39,138
—
—

—

(12,819)

—

—
—
—

—

(146)

F-31

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

Year Ended December 31, 2022
Depreciation
and

Interest

Fuel

Amortization Expense, net

Other Income
(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

686,825

749,326

801,512

76,566

Amount of gain (loss) reclassified from accumulated other comprehensive
income (loss) into income

Fuel contracts
Foreign currency contracts
Interest rate contracts

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

104,250
—
—

—

(7,052)

—

—
—
(40)

—
—
—

—

(293)

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

Year Ended December 31, 2021

Depreciation
and

Other Income
Interest
Amortization Expense, net (Expense), net

Fuel

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

301,852

700,845

2,072,925

123,953

Amount of gain (loss) reclassified from accumulated other comprehensive
income (loss) into income

Fuel contracts
Foreign currency contracts
Interest rate contracts

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

(41,080)
—
—

—
(5,067)
—

—
—
(6,868)

—
—
—

—

(12,002)

The effects of derivatives not designated as hedging instruments on the consolidated statements of operations include the
following (in thousands):

Location of Gain (Loss)

Amount of Gain (Loss) Recognized in Income
Year Ended December 31,
2022

2021

2023

Derivatives not designated as
hedging instruments

Fuel contracts
Foreign exchange contracts

Long-Term Debt

Other income (expense), net
Other income (expense), net

(1,663)
(1,554)

33,850 $
(15,055)

65,507
(77)

As of December 31, 2023 and 2022, the fair value of our long-term debt, including the current portion, was $13.5 billion
and $11.9 billion, respectively, which was $0.9 billion and $2.0 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

F-32

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.

Non-Recurring Measurements of Non-Financial Assets

Goodwill and other indefinite-lived assets, principally trade names, are reviewed for impairment on an annual basis or
earlier if there is an event or change in circumstances that would indicate that the carrying value of these assets may not
be fully recoverable.

We believe our estimates and judgments with respect to our long-lived assets, principally ships, and goodwill and other
indefinite-lived intangible assets are reasonable. Nonetheless, if there was a material change in assumptions used in the
determination of such fair values or if there is a material change in the conditions or circumstances that influence such
assets, we could be required to record an impairment charge. We estimate fair value based on the best information
available utilizing estimates, judgments and projections as necessary. As of October 1, 2023, our annual review supports
the carrying value of these assets.

Other

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

11. Employee Benefits and Share-Based Compensation

Amended and Restated 2013 Performance Incentive Plan

In January 2013, NCLH adopted the 2013 Performance Incentive Plan, which provided for the issuance of up to
15,035,106 of NCLH’s ordinary shares pursuant to awards granted under the plan, with no more than 5,000,000 shares
being granted to one individual in any calendar year. In May 2016, May 2021 and June 2022, the plan was amended and
restated (the “Restated 2013 Plan”) pursuant to approval from the Board of Directors and NCLH’s shareholders. Among
other things, under the Restated 2013 Plan, the number of NCLH’s ordinary shares that may be delivered pursuant to all
awards granted under the plan was increased to a new maximum aggregate limit of 39,375,106 shares. In June 2023,
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 2,633,900, resulting in an increase in the maximum aggregate limit to
42,009,006 shares. Additionally, the expiration date of the Restated 2013 Plan was extended to February 20, 2033. Share
options under the plan are granted with an exercise price equal to the closing market price of NCLH shares at the date of
grant. The vesting period for time-based options is typically set at three or four years with a contractual life of 10 years.
The vesting period for time-based and performance-based restricted share units is generally three years. Forfeited awards
will be available for subsequent awards under the Restated 2013 Plan.

F-33

Share Option Awards

There were no share option awards granted for the years ended December 31, 2023, 2022 and 2021. The following table
sets forth a summary of option activity under NCLH’s Restated 2013 Plan for the period presented:

Number of Share Option Awards
Performance- Market-
Time-
Based
Based

Based
Awards Awards

Time-
Based
Awards Awards

Weighted-Average Exercise Price

Weighted-
Average

Performance- Market- Contractual

Based
Awards

Term
(years)

Outstanding as of January 1, 2023
Forfeited and cancelled

Outstanding as of December 31, 2023
Vested and expected to vest as of December 31, 2023
Exercisable as of December 31, 2023

4,198,595
(673,739)
3,524,856
3,524,856
3,524,856

114,583

208,333 $

— (208,333)

114,583
114,583
114,583

— $
— $
— $

51.92 $
46.40
52.98
52.98
52.98

$
$
$

59.43 $
—
59.43
59.43
59.43

$
$
$

59.43
59.43
—
—
—

Aggregate
Intrinsic
Value
(in thousands)
—

2.29 $

1.26
1.26
1.26

$
$
$

—
—
—

There were no share options exercised or cash received by the Company from exercises during 2023, 2022 or 2021. As
of December 31, 2023, there was no unrecognized compensation cost, related to options granted under our share-based
incentive plans.

Restricted Share Unit (“RSU”) Awards

In March 2023, NCLH granted 5.8 million time-based RSU awards to our employees, which primarily vest in
substantially equal installments over three years. Also, in March 2023, NCLH granted 0.8 million performance-based
RSU awards to certain members of our management team, which vest upon the achievement of certain pre-established
performance targets established through 2025 and the satisfaction of an additional time-based vesting requirement that
generally requires continued employment through March 1, 2026.

The fair value of the time-based and performance-based RSUs is equal to the closing market price of NCLH shares at the
date of grant. The performance-based RSUs awarded to certain members of our management team are subject to
performance conditions such that the number of shares that ultimately vest depends on the Adjusted EPS and booked
position achieved by the Company during the performance period compared to targets established at the award date or
other non-financial targets. Although the terms of the performance-based RSU awards provide the compensation
committee with the discretion to make certain adjustments to the performance calculation, a mutual understanding of the
key terms and conditions of these awards has been ascertained. The Company remeasures the probability and the
cumulative share-based compensation expense of the awards each reporting period until vesting or forfeiture occurs.

The following table sets forth a summary of RSU activity for the period presented:

Non-vested as of January 1, 2023

Granted
Vested
Forfeited or expired

Non-vested as of December 31, 2023
Non-vested and expected to vest as of
December 31, 2023

Weighted-

Number of

Number of Weighted-
Time-Based Average Grant Performance- Average Grant
Awards

Weighted-
Average Grant
Date Fair Value Based Awards Date Fair Value Based Awards Date Fair Value
59.43
—
—
59.43
—

6,980,707 $
6,054,339
(3,352,095)
(599,831)
9,083,120 $

2,749,939
1,155,674 (1)
(1,564,474)
(201,005)
2,140,134

50,000 $
—
—
(50,000)

26.30
16.35
25.53
48.48
19.41

22.83
15.19
24.66
17.76
17.39

Number of
Market-

— $

9,083,120 $

17.39

1,562,297

20.54

— $

—

(1) Number of performance-based RSU awards included assumes maximum achievement of performance targets.

As of December 31, 2023, there were total unrecognized compensation costs related to non-vested time-based, non-
vested performance-based and market-based RSUs of $89.3 million, $12.1 million and $0, respectively. The costs are
expected to be recognized over a weighted-average period of 1.8 years, 1.6 years and 0 years, respectively, for the time-
based, performance-based and market-based RSUs. Taxes paid pursuant to net share settlements in 2023, 2022 and 2021
were $26.9 million, $21.0 million and $16.7 million, respectively.

F-34

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

Classification of expense
Payroll and related (1)
Marketing, general and administrative (2)
Total share-based compensation expense

Year Ended December 31,
2022

2021

2023

18,564
100,376
118,940

21,043
92,520
113,563

22,622
101,455
124,077

(1) Amounts relate to equity granted to certain of our shipboard officers.
(2) Amounts relate to equity granted to certain of our corporate employees.

Employee Benefit Plans

We offer annual incentive bonuses pursuant to our Restated 2013 Plan for our executive officers and other key
employees. Bonuses under the plan become earned and payable based on the Company’s performance during the
applicable performance period and generally require the individual’s continued employment. Company performance
criteria include the attainment of certain financial targets and other strategic objectives.

Certain employees are employed pursuant to agreements that provide for severance payments. Severance is generally
only payable upon an involuntary termination of the employment by us without cause or a termination by the employee
for good reason. Severance generally includes a series of cash payments based on the employee’s base salary and our
payment of the employee’s continued medical benefits for the applicable severance period.

We maintain a 401(k) Plan for our shoreside employees, including our executive officers. Participants may contribute up
to 100% of eligible compensation each pay period, subject to certain limitations. In 2022 and 2021, we made matching
contributions equal to 100% of the first 3% and 50% of amounts greater than 3% to and including 10% of each
participant’s contributions subject to certain limitations. In addition, we may make discretionary supplemental
contributions to the 401(k) Plan, which shall be allocated pro rata to each eligible participant based on the compensation
of the participant relative to the total compensation of all participants. Our matching contributions are vested according
to a five-year schedule. In 2023, we temporarily paused our matching contributions under the 401(k) Plan, which we
have reinstated for 2024. The 401(k) Plan is subject to the provisions of ERISA and is intended to be qualified under
section 401(a) of the U.S. Internal Revenue Code (the “Code”). We recorded total expenses related to the above
401(k) Plan of $0.6 million, $11.6 million and $8.7 million for the years ended December 31, 2023, 2022 and 2021,
respectively.

Effective January 2009, we implemented the Shipboard Retirement Plan which computes benefits based on years of
service, subject to eligibility requirements. The Shipboard Retirement Plan is unfunded with no plan assets. The current
portion of the projected benefit obligation of $1.5 million and $1.4 million was included in accrued expenses and other
liabilities as of December 31, 2023 and 2022, respectively, and $32.9 million and $27.3 million was included in other
long-term liabilities in our consolidated balance sheets as of December 31, 2023 and 2022, respectively.

F-35

The amounts related to the Shipboard Retirement Plan were as follows (in thousands):

As of or for the Year Ended December 31,
2022

2021

2023

Pension expense:
Service cost
Interest cost
Amortization of prior service cost
Amortization of actuarial loss
Total pension expense
Change in projected benefit obligation:
Projected benefit obligation at beginning of year
Service cost
Interest cost
Actuarial (gain) loss
Direct benefit payments
Projected benefit obligation at end of year
Amounts recognized in the consolidated balance sheets:
Projected benefit obligation

Amounts recognized in accumulated other comprehensive income
(loss):
Prior service cost
Accumulated actuarial gain (loss)
Accumulated other comprehensive income (loss)

2,312
1,472
378
(123)
4,039

28,765
2,312
1,472
3,668
(1,813)
34,404

34,404

2,797 $
873
378
—
4,048 $

34,688 $
2,797
873
(8,511)
(1,082)
28,765 $

2,902
717
378
15
4,012

31,619
2,902
717
—
(550)
34,688

28,765 $

34,688

For the Year Ended December 31,
2021
2022
2023

(2,269)
1,289
(980)

(2,647) $
5,080
2,433 $

(3,025)
(3,431)
(6,456)

The discount rates used in the net periodic benefit cost calculation for the years ended December 31, 2023, 2022 and
2021 were 5.3%, 2.8% and 2.3%, respectively, and the actuarial loss is amortized over 18 years. The discount rate is
used to measure and recognize obligations, including adjustments to other comprehensive income (loss), and to
determine expense during the periods. It is determined by using bond indices which reflect yields on a broad maturity
and industry universe of high-quality corporate bonds.

The pension benefits expected to be paid in each of the next five years and in aggregate for the five years thereafter are
as follows (in thousands):

Year
2024
2025
2026
2027
2028
Next five years

12. Income Taxes

Amount

1,467
1,564
1,786
2,129
2,479
18,126

We are incorporated in Bermuda. Under prior Bermuda law, we were not subject to tax on income and capital gains.
Previously, we received from the Minister of Finance under The Exempted Undertakings Tax Protection Act 1966, as
amended, an assurance that, in the event that Bermuda enacts legislation imposing tax computed on profits, income, any
capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance, then the imposition of any such
tax shall not be applicable to us or to any of our operations or shares, debentures or other obligations, until March 31,
2035. Such assurances were superseded by the passage of new legislation as described below.

F-36

As enacted, the Bermuda Act makes it clear that any corporate income tax liability is due regardless of the above
assurances under the Exempted Undertakings Tax Protection Act 1966. Therefore, we will be subject to the Bermuda
corporate income tax with effect from January 1, 2025.

The Bermuda Act provides for an international shipping income exclusion. In order for a Bermuda entity’s international
shipping income to qualify for the exclusion, the entity must demonstrate that the strategic or commercial management
of all ships concerned is effectively carried on from or within Bermuda. We expect we will meet the necessary
requirements to qualify for the international shipping income exclusion during 2024.

Additionally, the Bermuda Act provides for companies to be able to offset 80% of their Bermuda taxable income with
any available tax loss deductions on an annual basis. The Bermuda Act provides for opening tax loss carryforwards
based on the Bermuda taxable income (loss) results of the individual Bermuda entities in the five fiscal years prior to the
enactment date, which includes the 2020 through 2024 calendar years for NCLH.

The components of net income (loss) before income taxes consist of the following (in thousands):

Year Ended December 31,
2022

2021

2023

Bermuda
Foreign - Other

Net income (loss) before income taxes

— $

—
(4,501,320)
$ (2,276,703) $ (4,501,320)

(2,276,703)

163,176
163,176

The components of the provision for income taxes consisted of the following benefit (expense) (in thousands):

Year Ended December 31,
2022

2023

2021

Current:

Bermuda
United States
Foreign - Other

Total current:
Deferred:
Bermuda
United States
Foreign - Other

Total deferred:
Income tax benefit (expense)

— $
20
2,850
2,870

—
104
28
132
3,002

— $

12,706
(7,183)
5,523

—
—
1,271
1,271
6,794 $

—
(85)
(3,264)
(3,349)

—
(1,867)
(51)
(1,918)
(5,267)

F-37

Our reconciliation of income tax expense computed by applying our Bermuda statutory rate and reported income tax
benefit (expense) was as follows (in thousands):

Year Ended December 31,
2022

2023

2021

Tax at Bermuda statutory rate
Foreign income taxes at different rates
Tax contingencies
Return to provision adjustments
Change in tax laws
Valuation allowance
Income tax benefit (expense)

Deferred tax assets and liabilities were as follows (in thousands):

Deferred tax assets:
Loss carryforwards
Other

Valuation allowance
Total net deferred assets
Deferred tax liabilities:

Property and equipment
Total deferred tax liabilities
Net deferred tax asset (liability)

— $

(3,610)

—

8,959
532,387
(534,734)
3,002

37,434
(321)
13,039
—
(43,358)

6,794 $

—
38,668
(6)
1,105
—
(45,034)
(5,267)

As of December 31,
2022
2023

714,095 $
34,596
(694,765)
53,926

155,386
27,810
(139,733)
43,463

(53,172)
(53,172)

754 $

(42,572)
(42,572)
891

We have U.S. net operating loss carryforwards of $845.5 million and $721.3 million for the years ended
December 31, 2023 and 2022, respectively, which begin to expire in 2030, a portion of which relate to Prestige discussed
further below. We have state net operating loss carryforwards of $32.1 million and $24.8 million for the years ended
December 31, 2023 and 2022, respectively, which expire between 2028 through 2043. As described above, as a result of
the new corporate income tax legislation enacted in Bermuda on December 27, 2023, we have Bermuda opening tax loss
carryforwards of $3.5 billion as of December 31, 2023, which can be carried forward indefinitely. The opening tax loss
carryforwards will continue to be evaluated through the enactment date, January 1, 2025, and is subject to material
change as this is an estimated amount. We evaluate our deferred tax assets each period to determine if a valuation
allowance is required based on whether it is more likely than not that some portion of the deferred tax assets would not
be realized. The ultimate realization of these deferred tax assets is dependent upon the generation of sufficient taxable
income during future periods. We conduct our evaluation by considering all available positive and negative evidence.
This evaluation considers, among other factors, historical operating results, forecasts of future profitability, the duration
of statutory carryforward periods, and the outlooks for the cruise industry and broader economy. Based on the weight of
available evidence, we have recorded a valuation allowance in the fourth quarter of 2023, 2022 and 2021 of $2.3 million,
$43.3 million and $45.0 million, respectively, with respect to the U.S. net deferred tax assets in one of our U.S. and
several of our foreign subsidiaries. Additionally, we have recorded a valuation allowance in the fourth quarter of 2023 of
$532.4 million with respect to our Bermuda net deferred tax assets.

Included above are deferred tax assets associated with our operations in Norway for which we have provided a full
valuation allowance. We have Norway net operating loss carryforwards of $10.8 million and $11.6 million for the years
ended December 31, 2023 and 2022, respectively, which can be carried forward indefinitely.

Included above are deferred tax assets associated with Prestige. We have U.S. net operating loss carryforwards of
$155.0 million for the years ended December 31, 2023 and 2022, which begin to expire in 2030. Utilization of the
Prestige net operating loss carryforwards may be subject to a substantial annual limitation due to ownership change
limitations that have occurred previously and/or that could occur in the future, as provided by Section 382 of the Internal
Revenue Code of 1986 (“Section 382”). Ownership changes may limit the amount of net operating loss carryforwards
that can be

F-38

utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by
Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a
corporation by more than 50 percentage points over a three-year period. If we have experienced an ownership change,
utilization of Prestige’s net operating loss carryforwards would be subject to an annual limitation under Section 382.
Any limitation may result in expiration of a portion of the net operating loss carryforwards before utilization. Subsequent
ownership changes could further impact the limitation in future years. We implemented certain tax restructuring
strategies that created our ability to utilize the net operating loss carryforwards of Prestige, for which we had previously
provided a full valuation allowance.

We file income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and foreign jurisdictions. We
are generally no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by authorities
for years prior to 2020, except for years in which NOLs generated prior to 2020 are utilized.

Due to our international structure as well as the existence of international tax treaties that exempt taxation on certain
activities, the repatriation of earnings from our subsidiaries would have no tax impact.

We derive our income from the international operation of ships. We are engaged in a trade or business in the U.S. and
receive income from sources within the U.S. Under Section 883, certain foreign corporations are exempt from U. S.
federal income or branch profits tax on U.S.-source income derived from or incidental to the international operation of
ships. Applicable U.S. treasury regulations provide that a foreign corporation will qualify for the benefits of Section 883
if, in relevant part: (i) the foreign country in which the corporation is organized grants an equivalent exemption for
income from the international operation of ships to corporations organized in the U.S., and (ii) the foreign corporation
has one or more classes of stock that are “primarily and regularly traded on an established securities market” in the U.S.
or another qualifying country. We believe that we qualify for the benefits of Section 883 because we are incorporated in
qualifying countries and our ordinary shares are primarily and regularly traded on an established securities market in the
U.S.

13. Commitments and Contingencies

Ship Construction Contracts

For the Norwegian brand, we have four Prima Class Ships on order, each ranging from approximately 156,300 to
169,000 Gross Tons with 3,550 to 3,850 Berths, with currently scheduled delivery dates from 2025 through 2028. For
the Oceania Cruises brand, we have an order for one Allura Class Ship to be delivered in 2025. The Allura Class Ship
will be approximately 67,800 Gross Tons and 1,250 Berths. The impacts of initiatives to improve environmental
sustainability, modifications the Company has made to its newbuilds and/or other macroeconomic conditions and events
have resulted in delays in expected ship deliveries in the past. These and other impacts could result in additional delays
in ship deliveries in the future, which may be prolonged.

As of December 31, 2023, the combined contract prices, including amendments and change orders, of the five ships on
order for delivery was approximately €5.8 billion, or $6.4 billion based on the euro/U.S. dollar exchange rate as of
December 31, 2023. We have obtained fixed-rate export-credit backed financing for the ships on order which is expected
to fund approximately 80% of each contract price, subject to certain conditions. We do not anticipate any contractual
breaches or cancellation 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.

F-39

As of December 31, 2023, minimum annual payments for non-cancelable ship construction contracts with initial or
remaining terms in excess of one year were as follows (in thousands):

Year
2024
2025
2026
2027
2028
Thereafter
Total minimum annual payments

Port Facility Commitments

Amount

282,218
1,904,962
1,326,932
1,273,658
1,186,339
—
5,974,109

As of December 31, 2023, future commitments to pay for usage of certain port facilities were as follows (in thousands):

Year
2024
2025
2026
2027
2028
Thereafter
Total port facility future commitments

Other Commitments

Amount

55,557
49,724
49,548
46,077
36,416
571,078
808,400

The FMC requires evidence of financial responsibility for those offering transportation on passenger ships operating out
of U.S. ports to indemnify passengers in the event of non-performance of the transportation. Accordingly, each of our
three brands is required to maintain a $32.0 million third-party performance guarantee in respect of liabilities for non-
performance of transportation and other obligations to passengers. The guarantee requirements are subject to additional
consumer price index-based adjustments.

In addition, our brands have a legal requirement to maintain security guarantees based on cruise business originated from
the U.K., and we are required to establish financial responsibility by certain jurisdictions to meet liability in the event of
non-performance of our obligations to passengers from those jurisdictions. As of December 31, 2023, we have in place
approximately £62.4 million of security guarantees for our brands as well as a consumer protection policy covering up to
£107.9 million. The Company has provided approximately $1.5 million in cash to secure all the financial security
guarantees required.

From time to time, various other regulatory and legislative changes have been or may in the future be proposed that may
have an effect on our operations in the U.S. and the cruise industry in general.

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.

F-40

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. 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. The ability to make such
estimates and judgments can be affected by various factors including, among other things: lack of legal precedent, stage
of the proceedings, legal uncertainties inherent within the litigation process, the availability of appellate remedies, and
involvement of numerous parties. We continue to believe we have meritorious defenses to the Havana Docks Matter.
However, if the plaintiff prevails in the final outcome of this matter, there may be a material adverse impact on the
Company’s financial condition, results of operations and/or cash flows.

Other

We were a party to a claim against a vendor which resulted in a verdict of approximately $159 million in favor of the
Company in October 2022, for which the vendor filed a notice of appeal in February 2023. In December 2023, the
Company and the vendor agreed to settle the claim and entered into a new comprehensive services arrangement with
preferred rates. The favorable financial impact of these preferred rates will be recognized during the term of the 10-year
arrangement as the services are provided.

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 $2.9 billion in advance
ticket sales as of December 31, 2023 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

F-41

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. As of December 31, 2023, we had cash reserves with
credit card processors of approximately $51.6 million, which includes $20.1 million recognized in accounts receivable,
net and $31.5 million recognized in other long-term assets. During the year ended December 31, 2023, the Company
received a return of cash collateral from one credit card processor of $500 million, which was previously classified as
other long-term assets. 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.

14. Other Income (Expense), Net

Other income (expense), net was expense of $40.2 million, income of $76.6 million, and income of $124.0 million for
the years ended December 31, 2023, 2022 and 2021, respectively. In 2023, the expense was primarily due to net losses
from foreign currency remeasurements. In 2022 and 2021, the income was primarily due to gains on derivatives not
designated as hedges and gains from foreign currency remeasurements.

15. Concentration Risk

We contract with a single vendor to provide many of our hotel and restaurant services including both food and labor
costs. We incurred expenses of $203.7 million, $162.2 million and $48.6 million for the years ended December 31, 2023,
2022 and 2021, respectively, which are recorded in payroll and related in our consolidated statements of operations.

16. Supplemental Cash Flow Information

For the year ended December 31, 2023, we had non-cash investing activities related to property and equipment of
$37.7 million. For the year ended December 31, 2023, we received a refund of income taxes of $3.1 million and paid
interest and related fees, net of capitalized interest, of $822.5 million including the early redemption premiums.

For the year ended December 31, 2022, we had non-cash investing activities related to property and equipment of
$51.7 million. For the year ended December 31, 2022, we received a refund of income taxes of $9.5 million and paid
interest and related fees, net of capitalized interest, of $750.6 million including the early redemption premiums.

For the year ended December 31, 2021, we had non-cash investing activities in connection with property and equipment
of $109.3 million. For the year ended December 31, 2021, we paid income taxes of $2.7 million and interest and related
fees, net of capitalized interest, of $2.1 billion.

F-42

SHAREHOLDER INFORMATION

CORPORATE OFFICE
Norwegian Cruise Line Holdings Ltd.
7665 Corporate Center Drive
Miami, Florida 33126
USA
(305) 436-4000
www.nclhltd.com

INDEPENDENT PRINCIPAL
AUDITOR
PricewaterhouseCoopers LLP
545 NW 26th Street
Suite 800
Miami, Florida 33127

TRANSFER AGENT & REGISTRAR
Equiniti Trust Company, LLC
48 Wall Street, Floor 23
New York, NY 10005
www.equiniti.com/us/

INVESTOR INQUIRIES
To access or obtain financial reports,
please visit our Investor Relations website
at www.nclhltd.com/investors, write to
our Investor Relations Department at
our corporate office or at
investorrelations@nclcorp.com
or call (305) 468-2339

STOCK EXCHANGE INFORMATION
New York Stock Exchange
Symbol: NCLH

ANNUAL MEETING
The annual meeting of shareholders will
take place on Thursday, June 13, 2024, at
9:00 a.m. Eastern Time at the Pullman Hotel,
5800 Blue Lagoon Drive, Miami, Florida 33126

EXECUTIVE TEAM

BOARD OF DIRECTORS

N O RWE G I A N C R U I S E L I N E H O L D I N G S LT D.

RUSSELL W.
GALBUT
Chairman of
the Board

Managing Principal,
Crescent Heights

HARRY J.
SOMMER
President and Chief
Executive Officer,

Norwegian Cruise
Line Holdings Ltd.

DAVID M.
ABRAMS
Founder and
Co-Managing Partner,

Velocity Capital
Management

JOSÉ E. CIL
Former Chief
Executive Officer,

Restaurant Brands
International Inc.

STELLA DAVID
Former Chief
Executive Officer,

William Grant & Sons
Limited

MARY E.
LANDRY
Rear Admiral,
U.S. Coast Guard,
Retired

HARRY C. CURTIS
Former Managing
Director,

Nomura Instinet

ZILLAH
BYNG-THORNE
Former Chief
Executive Officer,

Future PLC

N O RWE G I A N C R U I S E L I N E
H O L D I N G S LT D.

HARRY J. SOMMER
President and Chief Executive Officer

MARK A. KEMPA
Executive Vice President and
Chief Financial Officer

PATRIK DAHLGREN
Executive Vice President,
Vessel Operations

DANIEL S. FARKAS
Executive Vice President,
General Counsel, Chief Development Officer

and Secretary

FAYE L. ASHBY
Senior Vice President and

Chief Accounting Officer

N O RWE G I A N C R U I S E L I N E

DAVID J. HERRERA
President

O C E A N I A C R U I S E S

FRANK A. DEL RIO
President

REGENT SEVEN SEAS CRUISES

ANDREA DEMARCO
President

NORWEGIAN CRUISE LINE HOLDINGS LTD.

7665 CORPORATE CENTER DRIVE | MIAMI, FL 33126