Norwegian Cruise Line Holdings (NCLH) 10-K risk factor changes: FY2020 vs FY2019

_In addition to the other information contained in this annual report, you should carefully consider the following risk factors in evaluating [removed: us and] our business.

If any of the risks discussed [removed: in this annual report] [added: 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 [removed: set forth] below is not intended to reflect an indication of priority or likelihood.

[removed: Although we place passenger safety as the highest priority in the design and operation of our fleet, we] [added: We] have experienced accidents and other incidents involving our cruise ships [added: in the past] and there can be no assurance that similar events will not occur in the future.

Anything that damages our reputation (whether or not justified), including adverse publicity about passenger safety, could have an adverse impact on demand, which could lead to price discounting and a reduction in our sales and could adversely affect our business, financial condition and [added: results of operations.]

[removed: Epidemics and viral outbreaks] [added: Any of the foregoing factors] could have an adverse effect on our business, [removed: financial condition and] results of [removed: operations.][added: operations, or financial condition.]

[removed: Any future] [added: Additionally, epidemics, pandemics and viral outbreaks or other] wide-ranging health scares [added: in the future] would [removed: also] likely [added: also] adversely affect our business, financial condition and results of operations.

[removed: 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, [removed: denial of service] [added: denial-of-service] attacks and other cyber-attacks may cause disruptions to our information technology, telecommunications and other networks.

[removed: Our systems and networks may be vulnerable] [added: Cyber-attacks can include] to computer viruses, malware, worms, hackers and other [removed: security issues,] [added: 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.

[added: We have] implemented additional safeguards, and we do not believe that we experienced any material losses related to this incident; however, there can be no assurance that this or any other breach or incident will not have a material impact on our operations and financial results in the future.

We are also subject to laws in multiple jurisdictions relating to the privacy and protection of personal [removed: data, including the European Union’s General Data Protection Regulation and the California Consumer Privacy Act.][added: data.]

Noncompliance with these [removed: and other privacy] 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.

For example, as of January 2020, the IMO’s convention entitled Prevention of Pollution from Ships (MARPOL) set a [removed: global limit on fuel sulfur content of 0.5% (reduced from the previous 3.5% global limit).]

However, our existing safeguards and policies and any future improvements may prove to be less than [removed: effective] [added: effective,] and our employees or agents may engage in conduct prohibited by our policies, but for which we nevertheless may be held responsible.

The availability of ports, including the specific port facility at which our guests will embark and disembark, is affected by a number of factors, including, but not limited to, [removed: existing capacity constraints, security,] [added: health,] safety, [removed: health] and environmental concerns, [added: existing capacity constraints, security,] adverse weather conditions and natural disasters such as hurricanes, floods, typhoons and earthquakes, financial limitations on port development, political instability, exclusivity arrangements that ports may have with our competitors, local governmental regulations and fees, local community concerns about port development and other adverse impacts on their communities from additional tourists and sanctions programs implemented by the Office of Foreign Assets Control of the United States Treasury Department or other regulatory bodies.

We believe there remains significant opportunity to expand our passenger sourcing into major [removed: markets,] [added: markets in the future,] such as Europe and Australia, as well as into emerging markets and to expand our itineraries in new [removed: markets, and we are in the process of such expansion efforts.][added: markets.]

Our indebtedness, and the agreements governing our indebtedness, may limit our flexibility in operating our business and a [removed: significant portion of our assets, including many] [added: substantial majority] of our [removed: ships,] [added: assets] are collateral under our debt agreements.

[removed: effect] [added: Accordingly, we cannot predict the full impact of COVID-19] on our business, financial condition and results of operations.

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 [removed: many of] our ships.

The impact of volatility and disruptions in the global credit and financial markets [removed: 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.

Increases in the price of airfare due to increases in fuel prices, fuel surcharges, changes in commercial airline services as a result of [added: health and safety events,] strikes, weather or other events, or the lack of availability due to schedule changes or a high level of airline bookings could adversely affect our ability to deliver guests and crew to or from our ships and thereby increase our cruise operating expenses which would, in turn, have an adverse effect on our financial condition and results of operations.

[removed: 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 [removed: 1—Business— Taxation—Exemption] [added: 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.

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 [removed: 1— Business— Taxation”).][added: 1—Business—Taxation”).]

The U.S. and various state and foreign government and regulatory agencies have enacted or are considering new environmental regulations and policies aimed at reducing the threat of invasive species in ballast water, requiring the use of low-sulfur fuels, [added: requiring the use of shore power while in port,] increasing fuel efficiency requirements and further restricting emissions, including those of green-house gases, and improving sewage and greywater-handling capabilities.

Compliance with such laws and regulations may entail significant expenses for ship modification and changes in operating [removed: procedures] [added: procedures, including limitations on our ability to operate in certain locations,] which could adversely impact our operations as well as our competitors’ operations.

[removed: Ships operating in designated ECAs (which include the Baltic Sea, the North Sea/English Channel, and] many of the waters within 200 nautical miles of the U.S. and Canadian coasts including the Hawaiian Islands and waters surrounding Puerto Rico and the U.S. Virgin Islands) 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.

[removed: 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.

[removed: As a result,] [added: 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.

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 [added: rights, and sale, of any shares acquired in excess of that limit.]

The COVID-19 pandemic has also had the effect of heightening many of the risks described below.

*​*

COVID-19 and Debt/Liquidity Related Risk Factors

​

COVID-19 has had, and is expected to continue to have, a significant impact on our financial condition and operations.

The current, and uncertain future, impact of the COVID-19 pandemic, including its effect on the ability or desire of people to travel (including on cruises), is expected to continue to impact our results, operations, outlook, plans, goals, growth, reputation, cash flows, liquidity, demand for voyages and share price.

​

The spread of COVID-19 and the developments surrounding the global pandemic are having 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, which has subsequently been extended through May 31, 2021.

We are currently expecting a gradual phased relaunch of cruise voyages in the future, but due to the uncertainties surrounding the COVID-19 pandemic, the suspension may be extended again or could potentially be reinstated after we have begun sailing, and the total length of the suspension may be prolonged.

In addition, we have been, and will continue to be, further negatively impacted by related developments, including heightened governmental regulations and travel advisories, including recommendations and orders by the U.S. Department of State, the CDC and the Department of Homeland Security, and travel bans and restrictions, each of which has impacted, and is expected to continue to significantly impact, global guest sourcing and our access to various ports of call around the globe.

On October 30, 2020, the CDC issued a Conditional Order that introduces a phased approach for the resumption of passenger cruises.

We continue to work through the requirements of the Conditional Order, but as currently drafted, it is unclear whether we will be able to comply with the Conditional Order and the timing for our ability to resume cruises is therefore uncertain.

Additionally, compliance with the Conditional Order may involve significant costs and could create significant uncertainties about our ability to continue to operate our cruise voyages once sailing resumes.

We will continue to incur COVID-19 related costs as we implement additional health-related protocols on our ships, such as physical distancing measures, which may have a significant effect on our operations.

In addition, the industry will be subject to enhanced health and safety requirements which may be costly and take a significant amount of time to implement across our fleet.

There is no guarantee that the health and safety protocols we implement will be successful in preventing the spread of COVID-19 onboard our ships and among our passengers and crew.

To date, the COVID-19 pandemic has resulted in significant costs and lost revenue as a result of the suspension of cruise voyages, reduced demand for cruise vacations, guest compensation, itinerary modifications, redeployments and cancellations, travel restrictions and advisories, the unavailability of ports and/or destinations, costs to return our passengers to their home destinations and expenses to transport our crew to and from our ships and to assist some of our crew that have been unable to return home in an optimal time frame with food and housing.

We have actively worked to disembark our crew members who will not remain with our ships through the suspension and transport them safely to their home countries, but our ability to transport crew to and from our ships in the future is dependent on a number of factors, including the ability to transport crew members to and from their home countries due to the limited number of commercial flights and charter options available, and governmental restrictions and regulations with respect to disembarking crew members and travel generally.

Such restrictions on crew travel could impact our ability to re-staff our ships once operations resume.

Between March 12, 2020 and April 30, 2020, three class action lawsuits were filed against us under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder, alleging that we made false and misleading statements to the market and customers about COVID-19.

In addition, in March 2020 the Florida Attorney General announced an investigation related to our 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.

We may be the subject of additional lawsuits and investigations stemming from COVID-19.

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 have nine newbuilds on order, scheduled to be delivered through 2027.

The impacts of COVID-19 on the shipyards where our ships are under construction or will be constructed, have resulted in some delays in expected ship deliveries, and the impacts of COVID-19 could result in additional delays in ship deliveries in the future, which may be prolonged.

Due to the unknown duration and extent of the COVID-19 pandemic, travel restrictions, bans and advisories, uncertainties around our ability to comply with the Conditional Order, the potential unavailability of ports and/or destinations, unknown cancellations and timing of redeployments and a general impact on consumer sentiment regarding cruise travel, there are continuing uncertainties about when our full fleet will be back in service at historical occupancy levels even if we are able to relaunch cruise voyages.

Moreover, even after we relaunch our cruise voyages, demand for

cruises may remain weak for a significant length of time and we cannot predict if and when each brand will return to pre-pandemic demand or pricing levels.

Due to the discretionary nature of leisure travel spending and the competitive nature of the cruise industry, our revenues are heavily influenced by the condition of the U.S. economy and economies in other regions of the world.

Unfavorable conditions in these broader economies have resulted, and may result in the future, in decreased demand for cruise vacations, changes in booking practices and related reactions by our competitors, all of which in turn have had, and may continue to have in the future, a strong negative effect on our business.

In particular, our bookings may be negatively impacted by enhanced health and safety protocols, including potential vaccination requirements, concerns that cruises are susceptible to the spread of infectious diseases as well as adverse changes in the perceived or actual economic climate, including higher unemployment rates, declines in income levels and loss of personal wealth resulting from the impact of COVID-19.

The ongoing COVID-19 pandemic and associated decline in economic activity and increase in unemployment levels are expected to have a severe and prolonged effect on the global economy generally and, in turn, is expected to depress demand for cruise vacations into the foreseeable future.

Due to the uncertainty surrounding the duration and severity of this pandemic, we can provide no assurance as to when and at what pace demand for cruise vacations will return to pre-pandemic levels, if at all.

In addition, we cannot predict the impact COVID-19 will have on our partners, such as travel agencies, suppliers and other vendors.

We may be adversely impacted by any adverse impact our partners suffer.

As a result of these unprecedented circumstances we are not able to predict the full impact of the COVID-19 pandemic on our Company.

In particular, we cannot predict the impact on our financial performance and our cash flows required for cash refunds of fares for cancelled sailings as a result of the effects of the COVID-19 pandemic and the public’s concern regarding the health and safety of travel, including by cruise ship, and related decreases in demand for travel and cruising.

Depending on the length of the suspension and number of cancellations, we may be required to provide cash refunds for a substantial portion of the balance of our advanced ticket sales.

Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition and results of operations.

Risks Related to the Company

results of operations.

Public perception about the safety of travel and adverse publicity related to passenger or crew illness, such as incidents of viral illnesses, stomach flu or other contagious diseases may impact demand for cruises and result in cruise cancellations and employee absenteeism.

For example, the recent outbreak of the COVID-19 coronavirus has resulted in costs and lost revenue related to customer compensation, itinerary modifications, travel restrictions and advisories, the unavailability of ports and/or destinations, cancellations and redeployments and has impacted consumer sentiment regarding cruise travel.

The spread of the COVID-19 coronavirus, particularly in North America, could exacerbate its effect on us.

We have

We have operations in and source passengers from the U.K. and member countries of the European Union.

Effective as of January 31, 2020, the U.K. withdrew from the European Union, commonly referred to as “Brexit.” During a transition period (set to expire on December 31, 2020), it will remain in the single market and be subject to the European Union’s rules and regulations while the British government continues to negotiate the terms of the U.K.’s future relationship with the European Union.

The outcome of these negotiations is uncertain, and we do not know to what extent Brexit will ultimately impact the business environment in the U.K., the rest of the European Union, or other countries.

The withdrawal could also adversely affect tax, legal and regulatory regimes to which our business in the region is subject and disrupt the free movement of goods, services and people between the U.K. and the European

Union, which could make it more difficult to source passengers from these regions.

These events could have a material adverse effect on our business, financial condition and results of operations.

For example, we had to temporarily change certain itineraries in the Caribbean due to damage some ports sustained during an active hurricane season in 2017.

Additionally, in June 2019, the Office of Foreign Assets Control of the United States Department of the Treasury removed the authorization for group people-to-people educational travel by U.S. persons to Cuba.

Concurrently, the United States Department of Commerce’s Bureau of Industry and Security removed the authorization to travel for most non-commercial aircraft and all passenger and recreational vessels, including cruise ships, on temporary sojourn in Cuba.

Combined, these rulings effectively eliminated the ability of cruise lines to offer cruise travel to Cuba.

Our existing debt agreements also require us, and any instruments governing future indebtedness of ours may require us, to maintain minimum level of liquidity, as well as limit our net funded debt-to-capital ratio and maintain certain other financial ratios.

Our ability to meet those financial ratios can be affected by events beyond our control, and there can be no assurance that we will meet those ratios.

A failure to comply with the covenants contained in our debt agreements could result in an event of default under such agreements, which, if not cured or waived, could have a material adverse

In the event of any default under our debt agreements, the holders of our indebtedness thereunder:

| | ● | could elect to declare all indebtedness outstanding, together with accrued and unpaid interest and fees, to be due and payable and terminate all commitments to extend further credit, if applicable; and/or |

| --- | --- | --- |

| | ● | could require us to apply all of our available cash to repay such indebtedness. |

Such actions by the holders of our indebtedness could cause cross defaults under our other indebtedness, and there is no assurance that we would have sufficient current assets to repay such indebtedness in full.

Claims have now been brought against us and other companies who have done business in Cuba.

There can be no assurance that we will be able to borrow additional money on terms as favorable as our current debt, on commercially acceptable terms, or at all.

Our success is dependent upon our personnel and our ability to recruit and retain high quality employees.

The government of Bermuda recently enacted the Economic Substance Act 2018 which sets forth minimum economic substance requirements for entities established in Bermuda.

The Company is currently analyzing these rules in anticipation of further guidance from Bermuda authorities on the application of the Economic Substance Act 2018.

If the Company is unable to comply with such requirements, the Company may consider alternate jurisdictions or otherwise become subject to tax regimes which may be less favorable.

Existing and future legal and regulatory restrictions on our ability to collect and use data could also negatively affect our ability to market our business, result in increased compliance costs, and otherwise affect our business processes, all of which could have an adverse effect on our financial results.

NCLH does not currently pay dividends on its ordinary shares.

These provisions include:

| | ● | the ability of NCLH’s Board of Directors to designate one or more series of preference shares and issue preference shares without shareholder approval; |

| | ● | a classified board of directors; |

| | ● | the sole power of a majority of NCLH’s Board of Directors to fix the number of directors; |

| | ● | 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 |

| | ● | advance notice requirements for nominating directors or introducing other business to be conducted at shareholder meetings. |

rights, and sale, of any shares acquired in excess of that limit.

Our revenue is seasonal based on demand for cruises, which has historically been strongest during the Northern Hemisphere’s summer [removed: months.][added: months; however, our cruise voyages were completely suspended during the last nine months of 2020 due to the COVID-19 pandemic and such suspension has been extended through May 31, 2021.]

| | ● | Payroll and related consists of the cost of wages and benefits 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. [added: The cost of crew repatriation, including charters, housing, testing and other costs related to COVID-19 are also included.] |

We believe that the following critical accounting policies reflect the significant estimates and assumptions used in the preparation of our consolidated [removed: financial statements.]

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

If we reduced our estimated weighted average 30-year ship service life by one year, depreciation expense for the year ended December 31, [removed: 2019] [added: 2020] would have increased by [removed: $12.9] [added: $19.8] million.

In addition, if our ships were estimated to have no residual value, depreciation expense for the same period would have increased by [removed: $66.4] [added: $99.6] million.

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 [added: estimated] fair value.

We evaluate goodwill and [removed: tradenames] [added: trade names] for impairment [removed: annually] [added: on December 31] or more frequently when an event occurs or circumstances change that indicates the carrying value of a reporting unit may not be recoverable.

For our evaluation of [removed: goodwill] [added: goodwill,] we use the Step 0 Test which allows us to first assess qualitative factors to determine whether it is more likely than not (i.e., more than 50%) that the [added: estimated] fair value of a reporting unit is less than its carrying value.

For [removed: tradenames] [added: trade names] we also provide a qualitative assessment to determine if there is any indication of impairment.

| | ● | 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 [added: absolute terms and relative to peers); a change in the market for an entity’s products or services; or a regulatory or political development;] |

We also may conduct a quantitative assessment comparing the [added: estimated] fair value of each reporting unit to its carrying value, including goodwill.

[removed: This is called the] [added: Historically, our] Step [removed: I] [added: 1] Test [removed: which consists] [added: consisted] of a combined approach using discounted future cash flows and market multiples to determine the [added: estimated] fair value of the reporting units.

Our discounted cash flow valuation reflects our principal assumptions of 1) forecasted future operating results and growth rates, [added: which have been prepared under multiple scenarios and are probability weighted,] 2) forecasted capital expenditures for fleet growth and ship improvements and 3) a weighted average cost of capital of market [removed: participants, adjusted for an optimal capital structure.We believe that the combined approach is the most representative method to assess fair value as it utilizes expectations of long-term growth as well as current market conditions.][added: participants.]

For the [removed: tradenames,] [added: trade names,] we [removed: may also] use [removed: a quantitative assessment, which utilizes] the relief from royalty [removed: method and includes] [added: method, which uses] the same forecasts and discount rates from the discounted cash flow valuation in the goodwill assessment along with a [removed: tradename] [added: trade name] royalty rate assumption.

As of December 31, [removed: 2019,] [added: 2020,] there was [removed: $523.0 million, $462.1 million and $403.8] [added: $98.1] million of goodwill [added: remaining] for the [removed: Oceania Cruises,] Regent Seven Seas [removed: and Norwegian] reporting [removed: units, respectively.][added: unit.]

Based on the results of the Step 1 [removed: Tests,] [added: Tests at December 31, 2020,] we determined there was no [added: further] impairment of goodwill because the [added: estimated] fair value of the Regent Seven Seas [removed: and Norwegian] reporting [removed: units] [added: unit] substantially exceeded [removed: their] [added: the] carrying [removed: values.][added: value.]

[removed: As of December 31, 2019, our tests supported the carrying values of these assets and we] [added: We] believe that we have made reasonable estimates and judgments.

We use certain non-GAAP financial measures, such as Net [removed: Revenue, Net Yield, Net] Cruise Cost, Adjusted Net Cruise Cost Excluding Fuel, Adjusted EBITDA, Adjusted Net Income and Adjusted EPS, to enable us to analyze our performance.

[added: We believe that presenting these non-GAAP measures] on both a reported and Constant Currency basis is useful in providing a more comprehensive view of trends in our business.

Total revenue [removed: increased 6.7%] [added: decreased 80.2%] to [removed: $6.5] [added: $1.3] billion for the year ended December 31, [removed: 2019] [added: 2020] compared to [removed: $6.1] [added: $6.5] billion for the year ended December 31, [removed: 2018.][added: 2019.]

For the year ended December 31, [removed: 2018,] [added: 2020,] we had net [removed: income] [added: loss] and diluted EPS of [removed: $954.8 million] [added: $(4.0) billion] and [removed: $4.25,] [added: $(15.75),] respectively.

Operating income [added: (loss)] decreased [removed: 3.4%] [added: 395.7%] to [removed: slightly below $1.2] [added: $(3.5)] billion for the year ended December 31, [removed: 2019] [added: 2020] from [removed: slightly above] $1.2 billion for the year ended December 31, [removed: 2018.][added: 2019.]

We had Adjusted Net [removed: Income] [added: Loss] and Adjusted EPS of [removed: $1.1] [added: $(2.2)] billion and [removed: $5.09,] [added: $(8.64),] respectively, for the year ended December 31, [removed: 2019,] [added: 2020,] including [removed: $170.8 million] [added: $1.8 billion] of adjustments primarily consisting of expenses related to non-cash share-based compensation, [removed: amortization of intangible assets,] losses on the extinguishment and modification of debt and [removed: the redeployment of Norwegian Joy,] [added: impairment losses,] compared to Adjusted Net Income and Adjusted EPS of $1.1 billion and [removed: $4.92,] [added: $5.09,] respectively, for the year ended December 31, [removed: 2018.][added: 2019.]

A [removed: 2.0% improvement] [added: 154.0% decrease] in Adjusted EBITDA was [removed: achieved] [added: incurred] for the same period.

We refer you to our “Results of Operations” below for a calculation of [removed: Net Revenue, Net Yield,] Adjusted Net [removed: Income,] [added: Income (Loss),] Adjusted EPS and Adjusted EBITDA.

The discussion below compares the results of operations for the year ended December 31, [removed: 2019] [added: 2020] to the year ended December 31, [removed: 2018.][added: 2019.]

For a comparison of the Company’s results of operations for the fiscal years ended December 31, [removed: 2017] [added: 2019] to the year ended December 31, 2018, see “Item [removed: 7, Management’s] [added: 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, [removed: 2018,] [added: 2019,] which was filed with the U.S. Securities and Exchange Commission on February 27, [removed: 2019.][added: 2020.]

| Total revenue | ​ | $ | [removed: 6,462,376] [added: 1,279,908] | ​ | $ | [removed: 6,055,126] [added: 6,462,376] |

| Total cruise operating expense | ​ | $ | [removed: 3,663,261] [added: 1,693,061] | ​ | $ | [removed: 3,377,076] [added: 3,663,261] |

| Operating income [added: (loss)] | ​ | $ | [removed: 1,178,077] [added: (3,484,135)] | ​ | $ | [removed: 1,219,061] [added: 1,178,077] |

| Net income [added: (loss)] | ​ | $ | [removed: 930,228] [added: (4,012,514)] | ​ | $ | [removed: 954,843] [added: 930,228] |

| Basic | ​ | $ | [removed: 4.33] [added: (15.75)] | ​ | $ | [removed: 4.28] [added: 4.33] |

| Diluted | ​ | $ | [removed: 4.30] [added: (15.75)] | ​ | $ | [removed: 4.25] [added: 4.30] |

| Passenger ticket | | [removed: 69.9] [added: 67.7] | % | [removed: 70.4] [added: 69.9] | % |

| Onboard and other | | [removed: 30.1] [added: 32.3] | % | [removed: 29.6] [added: 30.1] | % |

| Commissions, transportation and other | | [removed: 17.4] [added: 29.7] | % | [removed: 16.5] [added: 17.4] | % |

| Onboard and other | | [removed: 6.1] [added: 6.7] | % | [removed: 5.8] [added: 6.1] | % |

| Payroll and related | | [removed: 14.3] [added: 40.7] | % | [removed: 14.6] [added: 14.3] | % |

| Fuel | | [removed: 6.3] [added: 20.7] | % | [removed: 6.5] [added: 6.3] | % |

financial statements.

Liquidity

We make several critical accounting estimates with respect to our liquidity.

Significant events affecting travel, including COVID-19, typically have an impact on demand for cruise vacations, with the full extent of the impact generally determined by the length of time the event influences travel decisions.

We believe the ongoing effects of COVID-19 on our operations and global bookings have had, and will continue to have, a significant impact on our financial results and liquidity, and such negative impact may continue beyond the containment of the pandemic.

The estimation of our future cash flow projections includes numerous assumptions that are subject to various risks and uncertainties.

Upon the relaunch of cruise voyages, our principal assumptions for future cash flow projections include:

| | ● | Expected gradual phased relaunch at reduced occupancy levels; |

| | ● | Forecasted cash collections primarily upon completion of future voyages and the payment of cash refunds for any further cancellations, in accordance with the terms of our credit card processing agreements (see Note 13 - “Commitments and Contingencies”); and |

| | ● | Expected incremental expenses for resumption of cruise voyages, including the maintenance of and compliance with additional health and safety protocols. |

Due to the unknown duration and extent of the COVID-19 pandemic, travel restrictions, bans and advisories, uncertainties around our ability to comply with governmental regulations, the potential unavailability of ports and/or destinations, voyage cancellations and timing of redeployments, and a general impact on consumer sentiment regarding cruise travel, we cannot predict when we will relaunch voyages or when our full fleet will be back in service at historical occupancy levels.

Until we are able to begin our phased relaunch, our projected liquidity requirements reflect our principal assumptions surrounding ongoing operating costs during the suspension of cruise voyages, as well as liquidity requirements for financing costs and necessary capital expenditures, and our ability to implement further cash conservation strategies, including, but not limited to:

| | ● | Moving our ships to minimum manning levels, which we expect would result in further reductions in crew payroll costs, fuel consumption, and maintenance costs; |

| | ● | Further reductions in general operating expenses; and |

| | ● | Further reductions in discretionary capital expenditures including cancellation or reduction in scope of certain Dry-docks. |

We cannot make assurances that our assumptions used to estimate our liquidity requirements may not change because we have never experienced a complete cessation of our cruise voyages.

Accordingly, the full effect of our suspension of cruise voyages on our financial performance and financial condition cannot be quantified at this time.

We have made reasonable estimates and judgments of the impact of COVID-19 within our financial statements and there may be material changes to those estimates in future periods.

The Company has taken and will continue to take proactive cost reduction and cash conservation measures to mitigate the financial and operational impacts of COVID-19, through the reduction of capital expenditures and operating expenses, deferral of ship milestone payments, amendments of debt agreements and capital market transactions.

In 2020, one ship had significant improvements that extended the remaining weighted average useful life of the vessel.

Accordingly, we have updated our estimate of both its useful life and residual value based on the new weighted average useful life of its current components.

The impact of the change in estimate is accounted on a prospective basis and is not material.

For ship impairment analyses, the lowest level for which identifiable cash flows are largely independent of other assets and liabilities is each individual ship.

| --- | --- | --- |

| --- | --- | --- |

| --- | --- | --- |

| --- | --- | --- |

| --- | --- | --- |

This is called the Step 1 Test which uses discounted future cash flows and other market data to determine the estimated fair value of the reporting units.

However, beginning with the Step 1 Test performed as of March 31, 2020 as a result of triggering events, the market multiples were used solely as a corroboratory approach given the impact of COVID-19 on the current year’s results, as of the valuation date, as well as prospective results including the lack of any guidance provided, which were not available for our peers.

We concluded that this approach is the most representative method to estimate fair value as it utilizes expectations of long-term growth as well as current market conditions.

During the year ended December 31, 2020, we recognized a goodwill impairment loss of $1.3 billion based on the impairment test performed as of March 31, 2020.

See Note 4 – “Goodwill and Intangible Assets” for additional information.

We also recognized an impairment loss for our Oceania Cruises and Regent Seven Seas Cruises trade names in an aggregate amount of $317.0 million based on the March 31, 2020 impairment test, with $500.5 million remaining as of December 31, 2020.

For our 2020 annual goodwill and trade name impairment evaluations, we elected to perform quantitative testing.

We also determined there was no impairment to our trade names.

However, a change in our estimated future operating cash flows may result in a decline in estimated fair value in future periods, which may result in a need to recognize additional impairment charges.

We utilize Net Cruise Cost and Adjusted Net Cruise Cost Excluding Fuel to manage our business on a day-to-day basis.

As a result of our voluntary suspension of sailings during the last nine months of 2020, we did not have any Capacity Days in those periods.

Accordingly, we have not presented herein per Capacity Day data for the year ended December 31, 2020.

| | | absolute terms and relative to peers); a change in the market for an entity’s products or services; or a regulatory or political development; |

The market approach considers revenue and EBITDA multiples from an appropriate peer group.

For our 2019 annual goodwill impairment evaluation, we elected to perform quantitative tests for the each of the reporting units.

The fair value of the Oceania Cruises reporting unit exceeded the carrying value by 24%.

However, a change in the conditions of any reporting unit may result in a decline in fair value in future periods.

We utilize Net Revenue and Net Yield to manage our business on a day-to-day basis and believe that they are the most relevant measures of our revenue performance because they reflect the revenue earned by us net of significant variable costs.

We believe that presenting these non-GAAP measures

For example, for the year ended December 31, 2018, we incurred Secondary Equity Offering expenses of $0.9 million.

Similar expenses were not incurred in the year ended December 31, 2019.

We included this as an adjustment in the reconciliation of Adjusted Net Income since these expenses were not representative of our day-to-day operations and we have included similar non-representative adjustments in prior periods.

Summary of Significant 2019 Events

In January 2019, we (a) reduced the pricing of our existing $875 million Revolving Loan Facility, (b) reduced the pricing and increased the approximately $1.3 billion principal amount outstanding under the term loan A facility to $1.6 billion, and (c) extended the maturity dates for our Revolving Loan Facility and our term loan A facility to 2024, subject to certain conditions.

In June 2019, the Office of Foreign Assets Control of the United States Department of the Treasury removed the authorization for group people-to-people educational travel by U.S. persons to Cuba.

As a result, we have stopped sailings to Cuba effective June 5, 2019 and revised the affected itineraries.

The estimated negative impact resulting from this regulatory change was approximately $0.45 to both diluted EPS and Adjusted EPS for the year ended December 31, 2019.

We expect the negative impact to diluted EPS and Adjusted EPS to continue into 2020 as a result of the cessation of cruises to Cuba.

In October 2019, Norwegian Encore was delivered.

In December 2019, we redeemed $565.0 million principal amount of the outstanding 4.75% Senior Notes due 2021 and issued $565.0 million of 3.625% Senior Notes due 2024.

Throughout 2019, we repurchased approximately $349.9 million of NCLH’s outstanding ordinary shares under our previously authorized three-year, $1.0 billion share repurchase program.

As of December 31, 2019, $248.8 million of authorized repurchases remained.

Gross Yield increased 4.6%.

Net Revenue for the year ended December 31, 2019 increased 5.1% to $4.9 billion from $4.7 billion in the same period in 2018 with an increase in Net Yield of 2.9% and an increase in Capacity Days of 2.1%.

In late January 2020, the COVID-19 coronavirus outbreak began impacting the Company’s financial performance and operations.

The Company has experienced costs and lost revenue related to itinerary modifications, travel restrictions and advisories, the unavailability of ports and/or destinations, cancellations and redeployments.

The COVID-19 coronavirus is also impacting consumer sentiment regarding cruise travel generally, and the full impact of this indirect effect cannot be quantified at this time.

See “Epidemics and viral outbreaks could have an adverse effect on our business, financial condition and results of operations” in Part I Item 1A-Risk Factors for further information related to this risk.

| ​ | | 2019 | | | 2018 | |

| ​ | | 2019 | | 2018 | |

| ​ | 2019 | | 2018 | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | ​ | ​ | | Constant | | ​ | ​ | ​ |

| Passenger ticket revenue | ​ | $ | 4,517,393 | ​ | $ | 4,559,023 | ​ | $ | 4,259,815 |

| Onboard and other revenue | ​ | | 1,944,983 | ​ | | 1,944,983 | ​ | | 1,795,311 |

| Total revenue | ​ | | 6,462,376 | ​ | | 6,504,006 | ​ | | 6,055,126 |

| Less: | ​ | | | ​ | | | ​ | | |

| Net Revenue | ​ | $ | 4,946,817 | ​ | $ | 4,979,842 | ​ | $ | 4,707,522 |

| Gross Yield | ​ | $ | 336.00 | ​ | $ | 338.16 | ​ | $ | 321.37 |

| Net Yield | ​ | $ | 257.20 | ​ | $ | 258.92 | ​ | $ | 249.85 |

| ​ | ​ | 2019 | | | Currency | | ​ | 2018 | |

As of December 31, [removed: 2019,] [added: 2020,] we had interest rate swap and collar agreements to hedge our exposure to interest rate movements and to manage our interest expense.

The notional amount of outstanding debt associated with the interest rate [removed: swaps and collars] [added: derivative agreements] was $1.7 billion as of [removed: December 31, 2019.]

As of December 31, [removed: 2018, 72%] [added: 2020, 74%] of our debt was fixed and [removed: 28%] [added: 26%] was variable, which includes the effects of the interest rate [removed: swaps.][added: swaps and collars.]

The notional amount of outstanding debt associated with the interest rate [removed: swap] [added: derivative] agreements was [removed: $1.0] [added: $0.7] billion as of December 31, [removed: 2018.][added: 2020.]

The change in our fixed rate percentage from December 31, [removed: 2018] [added: 2019] to December 31, [removed: 2019] [added: 2020] was primarily due to [removed: higher outstanding fixed rate debt and additional] [added: the maturity of] interest rate [removed: swaps and collars executed.][added: swaps.]

Based on our December 31, [removed: 2019] [added: 2020] outstanding variable rate debt balance, [removed: and adding as variable debt the principle amount of debt associated with interest rate swap agreements that matured on January 2, 2020,] a one percentage point increase in annual LIBOR interest rates would increase our annual interest expense by approximately [removed: $20.9] [added: $31.9] million excluding the effects of capitalization of interest.

As of December 31, [removed: 2019,] [added: 2020,] we had foreign currency derivatives to hedge the exposure to volatility in foreign currency exchange rates related to our ship construction contracts denominated in euros.

[removed: The] [added: As of December 31, 2019, the] payments not hedged [removed: aggregate] [added: aggregated] €3.0 billion, or $3.4 [removed: billion] [added: billion,] based on the euro/U.S. dollar exchange rate as of December 31, 2019.

[removed: As of December 31, 2018, the] [added: The] payments not hedged [removed: aggregated €2.2] [added: aggregate €5.0] billion, or [removed: $2.5 billion,] [added: $6.1 billion] based on the euro/U.S. dollar exchange rate as of December 31, [removed: 2018.][added: 2020.]

[added: We estimate that a 10% change] in the euro as of December 31, [removed: 2019] [added: 2020] would result in a [removed: $0.3] [added: $0.6] billion change in the U.S. dollar value of the foreign currency denominated remaining payments.

Fuel expense, as a percentage of our total cruise operating expense, was [removed: 11.2%] [added: 15.6%] for the year ended December 31, [removed: 2019] [added: 2020] and [removed: 11.6%] [added: 11.2%] for the year ended December 31, [removed: 2018.][added: 2019.]

[removed: We use fuel derivative agreements to mitigate the financial impact of fluctuations in fuel prices and as] [added: As] of December 31, 2019, we had hedged approximately [removed: 56%,] 50% and 18% of our [removed: 2020,] 2021 and 2022 projected metric tons of fuel purchases, respectively.

We estimate that a 10% increase in our weighted-average fuel price would increase our anticipated [removed: 2020] [added: 2021] fuel expense by [removed: $50.0] [added: $29.5] million.

This increase would be partially offset by an increase in the fair value of our fuel swap agreements of [removed: $23.0] [added: $17.5] million.

December 31, 2019.

The change from December 31, 2019 to December 31, 2020 was due to the delivery of Seven Seas Splendor.

We use fuel derivative agreements to mitigate the financial impact of fluctuations in fuel prices and as of December 31, 2020, excluding fuel swaps for transactions that are no longer probable of occurrence, we had hedged approximately 59%, 37% and 15% of our 2021, 2022 and 2023 projected metric tons of fuel purchases, respectively.

Additional hedges were executed between December 31, 2019 to December 31, 2020 to lower our fuel price risk.

The change from December 31, 2018 to December 31, 2019 was due to the delivery of a ship in October 2019 and additional foreign exchange derivatives executed.

We estimate that a 10% change

As of December 31, 2018, we had hedged approximately 57%, 53% and 33% of our 2019, 2020 and 2021 projected metric tons of fuel purchases, respectively.

The change in fuel price risk from December 31, 2018 to December 31, 2019 was due to additional fuel hedges executed.

In January 2013, NCLH completed its IPO and the ordinary shares of [removed: NCLC, which were owned entirely by the Sponsors,] [added: 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 (the “Corporate Reorganization”).

As of December 31, [removed: 2019,] [added: 2020,] we had [removed: 27] [added: 28] ships with approximately [removed: 58,400] [added: 59,150] Berths and had orders for [removed: 10] [added: nine] additional ships [removed: through 2027, subject] to [removed: certain conditions.][added: be delivered through 2027.]

[removed: We] [added: For Regent Seven Seas Cruises, we] have one [removed: additional] Explorer Class Ship on order for delivery in [removed: the fall of] 2023.

[removed: We] [added: For Oceania Cruises, we] have two Allura Class Ships on order for delivery in [removed: the winter of 2022] [added: 2023] and [removed: spring of] 2025.

[added: For the Norwegian brand,] Project Leonardo will introduce [removed: an additional] six [added: additional] ships with expected delivery dates from 2022 through 2027.

These additions to our fleet will increase our total Berths to approximately [removed: 82,000.][added: 83,000, which includes additional Berths we plan to add to our Project Leonardo ships, subject to certain conditions.]

| Norwegian [removed: Encore] [added: Escape] | ​ | [removed: 2019] [added: 2015] | ​ | [removed: Alaska,] Bermuda, Canada & New England, [removed: Caribbean] [added: Caribbean, Europe] | | ​ |

| Norwegian Bliss | ​ | 2018 | ​ | Alaska, [added: The] Bahamas, [added: Bermuda,] Caribbean, Mexico-Pacific | | ​ |

| Norwegian Getaway | ​ | 2014 | ​ | [added: The] Bahamas, [added: Bermuda,] Caribbean, Europe | | ​ |

| Norwegian Breakaway | ​ | 2013 | ​ | [removed: Bahamas,] Bermuda, Canada & New England, [removed: Caribbean] [added: Caribbean, Europe] | | ​ |

| Norwegian Gem | ​ | 2007 | ​ | [added: The Bahamas,] Bermuda, Canada & New England, Caribbean, [added: Europe,] Mexico-Pacific | | ​ |

| Norwegian Pearl | ​ | 2006 | ​ | [added: The] Bahamas, [added: Bermuda,] Canada & New England, Caribbean, [removed: Europe,] [added: Europe] | | ​ |

| Norwegian Jewel | ​ | 2005 | ​ | Alaska, Australia & New Zealand, [added: Central America,] Hawaii, [added: Mexico-Pacific,] South Pacific | | ​ |

| Norwegian Dawn | ​ | 2002 | ​ | [removed: Asia,] [added: The] Bahamas, [removed: Bermuda,] Caribbean, Europe | | ​ |

| Norwegian Star | ​ | 2001 | ​ | [added: Antarctica,] Europe, South America | | ​ |

| Norwegian Sun | ​ | 2001 | ​ | Alaska, [added: Asia, The] Bahamas, Caribbean, Central America | | ​ |

| Norwegian Sky | ​ | 1999 | ​ | [added: The] Bahamas, Caribbean | | ​ |

| Norwegian Spirit | ​ | 1998 | ​ | Africa, [added: Alaska,] Asia, [removed: Europe] [added: Australia & New Zealand, Europe, Hawaii] | | ​ |

| Oceania Marina | ​ | 2011 | ​ | [added: Central America,] Europe, South America | | ​ |

| Oceania Regatta | ​ | 1998 | ​ | Alaska, Asia, Australia & New Zealand, [removed: Central America,] South Pacific | | ​ |

| Seven Seas Splendor [removed: (2)] | ​ | 2020 | ​ | Caribbean, Central America, Europe | ​ | |

| (1) | The table above does not include [removed: an] [added: the] additional [removed: 9] [added: eight] ships on order. |

Our [removed: Mission and] [added: Mission,] Competitive [removed: Strengths][added: Strengths & Business Strategies]

We believe that the following business strengths support our overall strategy to [removed: deliver on our mission:]

Norwegian’s accommodations [added: also] include the groundbreaking Studio staterooms designed for solo travelers centered around the Studio Lounge, a private lounge area solely for Studio guests, as well as ocean views, balconies and connecting accommodations to meet the needs of all types of cruisers.

[removed: Diverse Selection] [added: We offer a diverse selection] of [removed: Premium Itineraries][added: premium itineraries which we continually look to enhance.]

Our vessels call on [removed: several] ports in Scandinavia, Russia, the Mediterranean, the Greek Isles, Alaska, Canada and New England, Asia, Tahiti and the South Pacific, Australia and New Zealand, Africa, India, South America, the Panama Canal and the Caribbean.

We [removed: have] [added: are] also [removed: developed] [added: focused on destination development and have created two private] destinations to enhance the shore experience for our guests.

In 2016, we introduced Harvest [removed: Caye] [added: Caye, the Company’s private resort-style destination] in Southern Belize.

The [added: 75-acre] destination features Belize’s only cruise ship pier, an expansive seven-acre white sand beach, 15,000 sq.

We were the first cruise line to [removed: offer calls to] [added: develop] a private [removed: destination at] [added: island,] Great Stirrup Cay in the Bahamas.

All three of our brands afford the ability to pre-sell [removed: tickets, receive customer deposits] [added: tickets] and [removed: sell] onboard activities in advance with long lead times ahead of [removed: sailing.][added: sailing; however, sales of cruises are subject to consumer discretionary spending levels and may be influenced by geopolitical events and economic conditions.]

Highly Experienced [added: Management] Team

See “Information about our Executive Officers” [removed: below.][added: below for more information on our highly experienced management team.]

[removed: | | ● | strengthening our global footprint. |][added: Strengthening Our Global Footprint]

Our market-to-fill strategy maintains pricing integrity by offering both the best price early in the booking cycle and value-added promotions when necessary to [removed: mitigate] [added: reduce] the need to compromise on price.

[removed: 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.

[removed: Lastly, our] [added: 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.

[removed: Strategic Relationships.] We have strategic relationships with travel advisors and tour operators who commit to purchasing a certain level of inventory with long lead times.

[removed: Bundling Strategy.] The Norwegian brand offers guests the choice of a more inclusive, value-add product offering on certain sailings and in certain stateroom selections by allowing guests to choose from multiple amenities.

In February 2011, NCLH, a Bermuda limited company, was formed.

Due to COVID-19, we have temporarily suspended global cruise voyages through May 31, 2021.

We refer you to “—Impact of COVID-19” for further information.

We have nine ships on order across our portfolio of brands.

The impacts of COVID-19 on the shipyards where our ships are under construction (or will be constructed) have resulted in some delays in expected ship deliveries, and the impacts of COVID-19 could result in additional delays in ship deliveries in the future, which may be prolonged.

Impact of COVID-19

Beginning on March 13, 2020, NCLH suspended all cruise voyages in response to COVID-19.

This suspension has been extended through May 31, 2021.

The resumption of operations will be dependent, in part, on our ability to comply with various governmental regulations, the severity and duration of the COVID-19 pandemic, the lifting of various travel restrictions and travel bans issued by various countries and communities around the world, as well as port availability.

We expect a gradual phased relaunch of our ships after the voyage suspension period, with our ships initially operating at reduced occupancy levels.

Our selection of itineraries in the short-term will be predicated by port availability and the safety of the destinations we visit.

We continue to work with our partners at ports as well as governmental agencies to address the impact that COVID-19 will have on future operations, including the ability to receive guests, potential capacity restrictions, and the need for physical distancing and other health guidelines that may be imposed on guests onboard the ship, in port facilities and while in the destinations we visit.

Our goal is to provide a safe and healthy cruise vacation while at the same time keeping the guest experience as authentic as possible.

As a result of COVID-19, there are severe negative impacts on consumer spending as well as our travel advisors’ operations and their ability to book cruises.

While booking volumes since the emergence of the COVID-19 global pandemic have remained below historical levels, there continues to be demand for future cruise vacations, despite reduced marketing investments.

Refer to “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Update Regarding COVID-19 Pandemic” for additional information.

Strategy for COVID-19

The Company has taken several actions in response to the impact on our business brought on by the COVID-19 pandemic.

*Swift Execution of Financial Action Plan*

Since March 2020, we launched a series of capital markets transactions to bolster our financial position during the voyage suspension period, which in aggregate raised approximately $5.6 billion.

We have also taken several additional measures to improve our liquidity through deferring certain ship milestone payments, deferring certain debt amortization payments and extending certain maturities under our debt agreements, including under our agreements with export credit agencies (“ECAs”) and related governments.

We have also undertaken several proactive cost reduction and cash conservation measures to mitigate the financial and operational impacts of COVID-19, through the reduction of capital expenditures as well as reductions in operating expenses, including ship operating expenses and selling, general and administrative expenses.

Refer to “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for more detail regarding our COVID-19 financial action plan.

*Addressed Significant Operational Challenges*

In response to the COVID-19 pandemic, for the first time in the Company’s history, we implemented a voluntary suspension of global cruise voyages.

All passengers were disembarked from the 28 ships in the Company’s fleet by March 28, 2020.

After our voluntary suspension of sailings, we successfully completed the safe repatriation of our shipboard team members to their home countries around the globe.

We have repatriated shipboard team members to over 120 countries through a combination of chartered and commercial air flights as well as the use of certain of our ships.

In anticipation of a resumption of sailings following the Conditional Order and the amount of time expected to recruit, train and transport crew, we had begun the process of re-staffing a limited number of our vessels.

However, as a result of the resurgence of COVID-19 around the globe, the continued lack of port availability and permission to sail in the destinations we normally serve, along with other factors which make the timing of the resumption of cruise operations uncertain, a portion of those crew members will be repatriated in the near term.

*Roadmap to Relaunch*

We have developed a comprehensive and multi-faceted health and safety strategy to enhance our already rigorous protocols and address the unique public health challenges posed by COVID-19.

In July 2020, we announced a collaboration with Royal Caribbean Group to form a group of experts called the “Healthy Sail Panel” to guide the

industry in the development of new and enhanced cruise health and safety standards.

The panel is co-chaired by Dr. Scott Gottlieb, former commissioner of the U.S. Food and Drug Administration, and Governor Mike Leavitt, former Secretary of the U.S. Department of Health and Human Services, and consists of globally recognized experts from various disciplines, including public health, infectious disease, biosecurity, hospitality and maritime operations.

On September 21, 2020, the expert panel published a report, which included 74 detailed best practices across five key areas of focus to protect the public health and safety of guests, crew and the communities where our cruise ships visit.

The panel also submitted its recommendations to the CDC, in response to a CDC request for public comment to inform future public health guidance and preventative measures relating to travel on cruise ships.

The panel’s recommendations are informing new detailed health and safety protocols for our return-to-service plan.

The Company continues to work with its expert advisors, the Healthy Sail Panel, and global public health authorities and government agencies to refine its comprehensive and multi-layered health and safety strategy to enhance its already rigorous health and safety standards in response to COVID-19.

On October 30, 2020, the CDC issued a Conditional Order that introduced a phased approach for the resumption of passenger cruises.

In February 2011, NCLH, a Bermuda limited company, was formed with the issuance to the Sponsors of, in aggregate, 10,000 ordinary shares, with a par value of $0.001 per share.

As a result of the Secondary Equity Offerings, as of December 2018, the Sponsors no longer owned the ordinary shares they held in NCLH.

We believe that the combination of Norwegian and Prestige creates a cruise operating company with a rich product portfolio and strong market presence.

Seven Seas Splendor was delivered in January 2020.

| ​ | ​ | ​ | ​ | ​ | | ​ |

| Norwegian Escape | ​ | 2015 | ​ | Caribbean, Europe | | ​ |

| (2) | Seven Seas Splendor was delivered in January 2020. |

High-Quality Service

We continually look to enhance our already broad range of premium itineraries.

Strong Cash Flow

We believe our business model will generate a significant amount of cash flow with high revenue visibility.

In terms of newbuild capital expenditures, the cash flow impact is mitigated as we have obtained export credit financing for the ships which is expected to fund approximately 80% of the contract price of each ship expected to be delivered through 2027, subject to certain conditions.

Our Business Strategies

Driving Demand

We seek to attract vacationers to our products and services in several ways, including:

| | ● | delivering an enhanced, value-added vacation experience to our guests relative to other vacation alternatives; |

| --- | --- | --- |

| | ● | creating diverse and unique itineraries in new and existing markets; |

| | ● | utilizing effective marketing and sales initiatives with a market-to-fill strategy; and |

Our value-added-vacation product, itinerary diversification, marketing and sales initiatives and the strengthening of our global footprint contribute to driving increased revenues for our fleet.

Maximize Revenue

We focus on growing revenue through various initiatives aimed at increasing ticket prices and Occupancy Percentages as well as onboard spending to drive higher overall revenue.

Our specific initiatives include:

Initiatives to Suppress Costs

Some of these initiatives include LED lighting upgrades, waste heat recovery, new hull coatings and itinerary optimization.

We believe our brands deliver a strong product offering and superb guest experience.

Norwegian Encore was delivered in October 2019.

This ship is the largest in our fleet at approximately 169,000 Gross Tons.

With approximately 4,000 Berths, she is similar in design to Norwegian Bliss and includes additional innovative features.

Project Leonardo consists of six ships on order for the Norwegian brand with expected delivery dates through 2027, subject to certain conditions.

Each of the six Project Leonardo ships are approximately 140,000 Gross Tons and 3,300 Berths.

For the Regent brand, Seven Seas Splendor was delivered in January 2020.

We have an order for one additional Explorer Class Ship to be delivered in 2023.

Itineraries

We offer cruise itineraries ranging from a few days to 180-days calling on worldwide locations, including destinations in Scandinavia, Russia, the Mediterranean, the Greek Isles, Alaska, Canada and New England, Asia, Tahiti and the South Pacific, Australia and New Zealand, Africa, India, South America, the Panama Canal and the Caribbean.

We have developed, and are continuing to develop, innovative itineraries to position our ships in new and niche markets as well as in the mainstream markets throughout the world.

We believe that these destination-focused itineraries, complemented by a comprehensive shore excursion program (which is included in the all-inclusive fare for cruises on the Regent ships), differentiate our brands from many of our competitors.

We call on varied destinations, many of which include overnight stays in port, allowing guests to have more in-depth experiences than would otherwise be possible in only a single day port call.

For some of our longer itineraries, we strive to maximize profitability by selling segments of the longer itineraries as shorter cruises (i.e., which last 7 to 20 days) in order to capture more time-constrained customers.

We believe the deployment flexibility created by the use of longer itineraries translates off-peak seasons into more profitable portions of longer cruises.

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 legal proceedings.

_Booksafe Travel Protection Plan_

As previously disclosed in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019, and September 30, 2019, on September 21, 2018, a proposed class-action lawsuit was filed by Marta and Jerry Phillips and others against NCL Corporation Ltd. in the United States District Court for the Southern District of Florida relating to the marketing and sales of our Booksafe Travel Protection Plan.

The plaintiffs purport to represent an alleged class of passengers who purchased Booksafe Travel Protection Plans.

The complaint alleged that the Company concealed that it received proceeds on the sale of the travel insurance portion of the plan.

The complaint sought an unspecified amount of damages, fees and costs.

The Company moved to invoke the arbitration clause of the ticket contract to move the case out of Federal Court.

On May 29, 2019, the Court granted the motion and compelled the plaintiffs to submit their claims to arbitration on an individual basis, dismissing the claims before the Court with prejudice.

The plaintiffs filed an appeal on October 28, 2019.

We believe we have meritorious defenses to the claim and that any liability which may arise as a result of this action will not have a material impact on our consolidated financial statements.

_Helms-Burton Act_

On August 27, 2019, two lawsuits were 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 alleges it holds an interest in the Havana Cruise Port Terminal and the complaint filed by Javier Garcia-Bengochea alleges that he holds an interest in the Port of Santiago, Cuba, both of which were expropriated by the Cuban Government.

The complaints further allege that the Company “trafficked” in those properties by embarking and disembarking passengers at these facilities.

The plaintiffs seek all available statutory remedies, including the value of the expropriated property, plus interest, treble damages, attorneys’ fees and costs.

On January 7, 2020, the United States District Court for the Southern District of Florida dismissed the claim by Havana Docks Corporation.

We believe that the plaintiff plans to appeal the order.

We believe we have meritorious defenses to the claims and intend to vigorously defend these matters.

_Other_

*​*

In the normal course of our business, various 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 contingent 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.

For the fiscal year ended December 31, [removed: 2019][added: 2020]

As of June [removed: 28, 2019,] [added: 30, 2020,] 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 [removed: $11.5] [added: $4.2] billion.

There were [removed: 213,202,541] [added: 315,741,941] ordinary shares outstanding as of February [removed: 14, 2020.][added: 16, 2021.]

Portions of the Proxy Statement for the registrant’s [removed: 2020] [added: 2021] Annual General Meeting of Shareholders, to be filed with the Securities and Exchange Commission not later than 120 days after December 31, [removed: 2019,] [added: 2020,] are incorporated by reference in Part III herein.

| [Item 1.](#Item1Business_43952) | [Business](#Item1Business_43952) | [removed: 7] [added: 9] |

| [Item 1A.](#Item1ARiskFactors_560063) | [Risk Factors](#Item1ARiskFactors_560063) | [removed: 25] [added: 31] |

| [Item 1B.](#Item1BUnresolvedStaffComments_860256) | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_860256) | [removed: 36] [added: 46] |

| [Item 2.](#Item2Properties_501929) | [Properties](#Item2Properties_501929) | [removed: 36] [added: 46] |

| [Item 3.](#Item3LegalProceedings_239827) | [Legal Proceedings](#Item3LegalProceedings_239827) | [removed: 36] [added: 46] |

| [Item 4.](#Item4MineSafetyDisclosures_474955) | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_474955) | [removed: 37] [added: 47] |

| [Item 5.](#Item5MarketforRegistrantsCommonEquity_53) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item5MarketforRegistrantsCommonEquity_53) | [removed: 38] [added: 48] |

| [Item 6.](#Item6SelectedFinancialData_172233) | [Selected Financial Data](#Item6SelectedFinancialData_172233) | [removed: 39] [added: 50] |

| [Item 7.](#Item7ManagementsDiscussionandAnalysis_58) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7ManagementsDiscussionandAnalysis_58) | [removed: 41] [added: 51] |

| [Item 7A.](#Item7AQuantitativeandQualitativeDisclosu) | [Quantitative and Qualitative Disclosures about Market Risk](#Item7AQuantitativeandQualitativeDisclosu) | [removed: 54] [added: 68] |

| [Item 8.](#Item8FinancialStatementsandSupplementary) | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | [removed: 55] [added: 69] |

| [Item 9.](#Item9ChangesInandDisagreementsWithAccoun) | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#Item9ChangesInandDisagreementsWithAccoun) | [removed: 55] [added: 69] |

| [Item 9A.](#Item9AControlsandProcedures_599198) | [Controls and Procedures](#Item9AControlsandProcedures_599198) | [removed: 55] [added: 69] |

| [Item 9B.](#Item9BOtherInformation_195488) | [Other Information](#Item9BOtherInformation_195488) | [removed: 56] [added: 70] |

| [Item 10.](#Item10DirectorsExecutiveOfficers_706917) | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficers_706917) | [removed: 57] [added: 71] |

| [Item 11.](#Item11ExecutiveCompensation_622713) | [Executive Compensation](#Item11ExecutiveCompensation_622713) | [removed: 57] [added: 71] |

| [Item 12.](#Item12SecurityOwnershipofCertain_548787) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SecurityOwnershipofCertain_548787) | [removed: 57] [added: 71] |

| [Item 13.](#Item13CertainRelationshipsandRelatedTran) | [Certain Relationships and Related Transactions, and Director Independence](#Item13CertainRelationshipsandRelatedTran) | [removed: 57] [added: 71] |

| [Item 14.](#Item14PrincipalAccountingFeesandServices) | [Principal Accounting Fees and Services](#Item14PrincipalAccountingFeesandServices) | [removed: 57] [added: 71] |

| [Item 15.](#Item15ExhibitsFinancialStatement_319310) | [Exhibits, Financial Statement Schedules](#Item15ExhibitsFinancialStatement_319310) | [removed: 58] [added: 72] |

| [Item 16.](#Item16Form10KSummary_718715) | [Form 10-K Summary](#Item16Form10KSummary_718715) | [removed: 66] [added: 79] |

| [Signatures](#SIGNATURES_43877) | | [removed: 67] [added: 80] |

Unless otherwise indicated or the context otherwise requires, references in this 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, [added: 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 S. de R.L. (formerly Oceania Cruises, Inc.) (“Oceania Cruises”) and 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 [removed: Cruises), (vi) “Apollo” refers to Apollo Global Management, LLC, its subsidiaries and the affiliated funds it manages, (vii) “Genting HK” refers to Genting Hong Kong Limited and/or its affiliates, and (viii) “Sponsors” refers to Apollo, certain affiliates of TPG Global, LLC and/or Genting HK.][added: 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 [removed: Kingdom] [added: 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 Net [removed: Revenue, Net Yield, Net] Cruise Cost, Adjusted Net Cruise Cost Excluding Fuel, Adjusted EBITDA, Adjusted Net Income and Adjusted EPS.

| | ● | _Adjusted EPS._ Adjusted Net Income [added: (Loss)] divided by the number of diluted weighted-average shares outstanding. |

| | ● | _Adjusted Net [removed: Income._] [added: Income (Loss)._] Net income [added: (loss)] adjusted for supplemental adjustments. |

| | ● | _EPS._ Earnings [added: (loss)] per share. |

[removed: Certain statements] [added: Some of the statements, estimates or projections contained] in this annual report [removed: constitute forward-looking statements] [added: 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 annual report, including, without limitation, those regarding our business strategy, financial position, results of operations, plans, [removed: prospects] [added: prospects, actions taken or strategies being considered with respect to our liquidity position, valuation] and [added: appraisals of our assets and] objectives of management for future operations (including [added: those regarding] expected fleet additions, [removed: development plans, objectives relating] [added: our voluntary suspension, our ability] to [added: weather the impacts of the novel coronavirus (“COVID-19”) pandemic,] our [removed: activities] [added: expectations regarding the resumption of cruise voyages] and [removed: expected performance in new markets),] [added: the timing for such resumption of cruise voyages, the implementation of and effectiveness of our health and safety protocols, operational position, demand for voyages, financing opportunities and extensions, and future cost mitigation and cash conservation efforts and efforts to reduce operating expenses and capital expenditures)] are forward-looking statements.

| | [removed: •] [added: ●] | adverse events impacting the security of travel, such as terrorist acts, armed conflict and threats thereof, acts of piracy, and other international events; |

| | [removed: •] [added: ●] | adverse incidents involving cruise ships; |

| | [removed: •] [added: ●] | adverse general economic and related factors, such as fluctuating or increasing levels of 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; |

| | [removed: •] [added: ●] | breaches in data security or other disturbances to our information technology and other networks or our actual or perceived failure to comply with requirements regarding data privacy and protection; |

| | [removed: •] [added: ●] | changes in fuel prices and the type of fuel we are permitted to use and/or other cruise operating costs; |

| | [removed: •] [added: ●] | mechanical malfunctions and repairs, delays in our shipbuilding program, maintenance and refurbishments and the consolidation of qualified shipyard facilities; |

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.

| | ● | _2024 Senior Secured Notes_. On May 14, 2020, pursuant to an indenture among NCLC, as issuer, the guarantors party thereto, and U.S. Bank National Association, as trustee and security agent, NCLC issued $675.0 million aggregate principal amount of 12.25% senior secured notes due 2024. |

| | ● | _Epic Credit Facility_. The Credit Agreement, dated as of March 5, 2020 (as amended by the Incremental Assumption Agreement, dated as of April 30, 2020), among NCLC, Norwegian Epic, Ltd., as borrower, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, and certain other lenders party thereto, providing for a $675.0 million senior secured revolving credit facility. |

| | ● | _Jewel Credit Facility_. The Credit Agreement, dated as of May 15, 2019 (as amended by Amendment No. 1 to the Credit Agreement, dated as of May 1, 2020, and as further amended by Amendment No. 2 to the Credit Agreement dated as of January 29, 2021), among NCLC, as borrower, the lenders party thereto, Bank of America, N.A., as administrative agent and collateral agent, Bank of America, N.A., Truist Bank (formerly known as Branch Banking and Trust Company), Fifth Third Bank and Mizuho Bank, Ltd., as joint bookrunners and arrangers, and Bank of America, N.A., Truist Bank (formerly known as Branch Banking and Trust Company), Fifth Third Bank and Mizuho Bank, Ltd., as co-documentation agents, providing for a $260.0 million senior secured credit facility. |

| | ● | _Pride of America Credit Facility_. The Credit Agreement, dated as of January 10, 2019 (as amended by Amendment No. 1 to the Credit Agreement, dated as of April 28, 2020, and as further amended by Amendment No. 2 to the Credit Agreement, dated as of January 29, 2021), among NCLC, as borrower, the lenders party thereto, Nordea Bank Abp, New York Branch, as administrative agent and collateral agent, and Nordea Bank Abp, New York Branch, Mizuho Bank, Ltd., MUFG Bank, Ltd., and Skandinaviska Enskilda Banken AB (Publ), as joint bookrunners, arrangers and co-documentation agents, providing for a $230.0 million senior secured credit facility. |

| | ● | _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, 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. |

| | ● | _Term Loan A Facility_. The senior secured term loan A facility having an outstanding principal amount of approximately $1.5 billion as of December 31, 2020. |

| | ● | the spread of epidemics, pandemics and viral outbreaks and specifically, the COVID-19 pandemic, including its effect on the ability or desire of people to travel (including on cruises), which are expected to continue to adversely impact our results, operations, outlook, plans, goals, growth, reputation, cash flows, liquidity, demand for voyages and share price; |

| | ● | our ability to comply with the U.S. Centers for Disease Control and Prevention (“CDC”) Framework for Conditional Sailing Order (the “Conditional Order”) and any additional or future regulatory restrictions on our operations and to otherwise develop enhanced health and safety protocols to adapt to the pandemic’s unique challenges once operations resume and to otherwise safely resume our operations when conditions allow; |

| | ● | coordination and cooperation with the CDC, the federal government and global public health authorities to take precautions to protect the health, safety and security of guests, crew and the communities visited and the implementation of any such precautions; |

| | ● | our ability to work with lenders and others or otherwise pursue options to defer, renegotiate or refinance 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 future need for additional financing, which may not be available on favorable terms, or at all, and may be dilutive to existing shareholders; |

| | ● | the accuracy of any appraisals of our assets as a result of the impact of COVID-19 or otherwise; |

| | ● | our success in reducing operating expenses and capital expenditures and the impact of any such reductions; |

| | ● | our guests’ election to take cash refunds in lieu of future cruise credits or the continuation of any trends relating to such election; |

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

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

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Additionally, many of these risks and uncertainties are currently amplified by and will continue to be amplified by, or in the future may be amplified by, the COVID-19 pandemic.

It is not possible to predict or identify all such risks.

There may be additional risks that we consider immaterial or which are unknown.

| | ● | _Gross Yield._ Total revenue per Capacity Day. |

| | ● | _Net Revenue._ Total revenue less commissions, transportation and other expense and onboard and other expense. |

| | ● | _Net Yield._ Net Revenue per Capacity Day. |

| | • | the spread of epidemics and viral outbreaks; |

Business—Our Fleet” and [removed: “Item.][added: “Item 7.]

We operate a [added: private] cruise destination in Belize, Harvest Caye.

7.

As of February [removed: 14, 2020,] [added: 16, 2021,] there were [removed: 248] [added: 276] record holders of NCLH’s ordinary shares.

_This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the [removed: Securities] Exchange [removed: Act of 1934, as amended (the “Exchange Act”),] [added: 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_.

trading day of fiscal [removed: 2014.][added: 2015.]

[removed: ][added: ]

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

Since December 19, 2017, NCLH’s ordinary shares have been listed on the NYSE under the symbol “NCLH.” Prior to December 19, 2017, NCLH’s ordinary shares were listed on the Nasdaq Stock Market LLC (Nasdaq Global Select Market) under the symbol “NCLH.”

Purchases of Equity Securities by the Issuer

On April 17, 2018, the Board of Directors of NCLH approved a three-year share repurchase program under which NCLH may purchase up to $1.0 billion of its ordinary shares (the “Repurchase Program”).

Pursuant to the Repurchase Program, NCLH may repurchase its ordinary shares from time to time, in amounts, at prices and at such times as it deems appropriate, subject to market conditions and other considerations.

Repurchases under the Repurchase Program may take place in the open market or in privately negotiated transactions, including structured and derivative transactions such as accelerated share repurchase transactions and may be made under a Rule 10b5-1 plan.

There was no share repurchase activity during the three months ended December 31, 2019 and approximately $248.8 million remained available under the Repurchase Program.

​

[removed: The] [added: Additionally, the] consolidated financial statements as of December 31, 2019 include the impact of a change in accounting policy related the adoption of Accounting Standards Codification 842 – _Leases_ on January 1, 2019.

See Note [removed: 5, Leases,] [added: 5 – “Leases”] to the Notes to the Consolidated Financial Statements included herein for additional information about [removed: these changes in accounting policy.][added: our leases.]

| share data and operating data) | ​ | [removed: 2019] [added: 2020] | | ​ | [removed: 2018] [added: 2019] | | ​ | [removed: 2017] [added: 2018] | | ​ | [removed: 2016] [added: 2017] | | ​ | [removed: 2015] [added: 2016] | | ​ |

| Total revenue | ​ | $ | [removed: 6,462,376] [added: 1,279,908] | ​ | $ | [removed: 6,055,126] [added: 6,462,376] | ​ | $ | [removed: 5,396,175] [added: 6,055,126] | ​ | $ | [removed: 4,874,340] [added: 5,396,175] | ​ | $ | [removed: 4,345,048] [added: 4,874,340] | ​ |

| Operating income [added: (loss)] | ​ | $ | [removed: 1,178,077] [added: (3,484,135)] | ​ | $ | [removed: 1,219,061] [added: 1,178,077] | ​ | $ | [removed: 1,048,819] [added: 1,219,061] | ​ | $ | [removed: 925,464] [added: 1,048,819] | ​ | $ | [removed: 702,486] [added: 925,464] | ​ |

| Net income [added: (loss)] | ​ | $ | [removed: 930,228] [added: (4,012,514)] | ​ | $ | [removed: 954,843] [added: 930,228] | ​ | $ | [removed: 759,872] [added: 954,843] | ​ | $ | [removed: 633,085] [added: 759,872] | ​ | $ | [removed: 427,137] [added: 633,085] | ​ |

| Basic | ​ | $ | [removed: 4.33] [added: (15.75)] | ​ | $ | [removed: 4.28] [added: 4.33] | ​ | $ | [removed: 3.33] [added: 4.28] | ​ | $ | [removed: 2.79] [added: 3.33] | ​ | $ | [removed: 1.89] [added: 2.79] | ​ |

| Diluted | ​ | $ | [removed: 4.30] [added: (15.75)] | ​ | $ | [removed: 4.25] [added: 4.30] | ​ | $ | [removed: 3.31] [added: 4.25] | ​ | $ | [removed: 2.78] [added: 3.31] | ​ | $ | [removed: 1.86] [added: 2.78] | ​ |

| Basic | ​ | | [removed: 214,929,977] [added: 254,728,932] | ​ | | [removed: 223,001,739] [added: 214,929,977] | ​ | | [removed: 228,040,825] [added: 223,001,739] | ​ | | [removed: 227,121,875] [added: 228,040,825] | ​ | | [removed: 226,591,437] [added: 227,121,875] | ​ |

| Diluted | ​ | | [removed: 216,475,076] [added: 254,728,932] | ​ | | [removed: 224,419,205] [added: 216,475,076] | ​ | | [removed: 229,418,326] [added: 224,419,205] | ​ | | [removed: 227,850,286] [added: 229,418,326] | ​ | | [removed: 230,040,132] [added: 227,850,286] | ​ |

| Total assets | ​ | $ | [removed: 16,684,599] [added: 18,399,317] | ​ | $ | [removed: 15,205,970] [added: 16,684,599] | ​ | $ | [removed: 14,094,869] [added: 15,205,970] | ​ | $ | [removed: 12,973,911] [added: 14,094,869] | ​ | $ | [removed: 12,264,757] [added: 12,973,911] | ​ |

| Property and equipment, net | ​ | $ | [removed: 13,135,337] [added: 13,411,226] | ​ | $ | [removed: 12,119,253] [added: 13,135,337] | ​ | $ | [removed: 11,040,488] [added: 12,119,253] | ​ | $ | [removed: 10,117,689] [added: 11,040,488] | ​ | $ | [removed: 9,458,805] [added: 10,117,689] | ​ |

| Long-term debt, including current portion | ​ | $ | [removed: 6,801,693] [added: 11,806,119] | ​ | $ | [removed: 6,492,091] [added: 6,801,693] | ​ | $ | [removed: 6,307,765] [added: 6,492,091] | ​ | $ | [removed: 6,398,687] [added: 6,307,765] | ​ | $ | [removed: 6,397,537] [added: 6,398,687] | ​ |

| Total shareholders’ equity | ​ | $ | [removed: 6,515,579] [added: 4,354,105] | ​ | $ | [removed: 5,963,001] [added: 6,515,579] | ​ | $ | [removed: 5,749,766] [added: 5,963,001] | ​ | $ | [removed: 4,537,726] [added: 5,749,766] | ​ | $ | [removed: 3,780,880] [added: 4,537,726] | ​ |

| Operating data: | ​ | | ​ | ​ | | [added: ​] | ​ | | | ​ | | | ​ | | | ​ |

| Passengers carried | ​ | | [removed: 2,695,718] [added: 499,729] | ​ | | [removed: 2,795,101] [added: 2,695,718] | ​ | | [removed: 2,519,324] [added: 2,795,101] | ​ | | [removed: 2,337,311] [added: 2,519,324] | ​ | | [removed: 2,164,404] [added: 2,337,311] | ​ |

| Passenger Cruise Days | ​ | | [removed: 20,637,949] [added: 4,278,602] | ​ | | [removed: 20,276,568] [added: 20,637,949] | ​ | | [removed: 18,523,030] [added: 20,276,568] | ​ | | [removed: 17,588,707] [added: 18,523,030] | ​ | | [removed: 16,027,743] [added: 17,588,707] | ​ |

| Capacity Days | ​ | | [removed: 19,233,459] [added: 4,123,858] | ​ | | [removed: 18,841,678] [added: 19,233,459] | ​ | | [removed: 17,363,422] [added: 18,841,678] | ​ | | [removed: 16,376,063] [added: 17,363,422] | ​ | | [removed: 14,700,990] [added: 16,376,063] | ​ |

| Occupancy Percentage | ​ | | [removed: 107.3] [added: 103.8] | % | | [removed: 107.6] [added: 107.3] | % | | [removed: 106.7] [added: 107.6] | % | | [removed: 107.4] [added: 106.7] | % | | [removed: 109.0] [added: 107.4] | % |

Our financial results have been negatively impacted by the COVID-19 pandemic, which has significantly affected and will continue to affect the comparability of the selected financial data.

See Note 2 – “Summary of Significant Accounting Policies” to the Notes to the Consolidated Financial Statements included herein for additional information about COVID-19.

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, [removed: 2019.][added: 2020.]

[removed: 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, [removed: 2019,] [added: 2020,] 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.

Based on this evaluation under the COSO Framework, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2019.][added: 2020.]

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2019] [added: 2020] has been audited by PricewaterhouseCoopers LLP, [removed: an] [added: the] independent registered public accounting [removed: firm,] [added: firm that audited the financial statements included in this Annual Report on Form 10-K,] as stated in their report, which is included on page F-1.

There have been no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2019] [added: 2020] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Based upon management’s evaluation, our Chief Executive Officer and Chief Financial Officer

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, [removed: 2019] [added: 2020] in connection with our [removed: 2020] [added: 2021] Annual General Meeting of Shareholders.

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, [removed: 2019] [added: 2020] in connection with our [removed: 2020] [added: 2021] Annual General Meeting of Shareholders.

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, [removed: 2019] [added: 2020] in connection with our [removed: 2020] [added: 2021] Annual General Meeting of Shareholders.

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, [removed: 2019] [added: 2020] in connection with our [removed: 2020] [added: 2021] Annual General Meeting of Shareholders.

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, [removed: 2019] [added: 2020] in connection with our [removed: 2020] [added: 2021] Annual General Meeting of Shareholders.

Schedule II: Valuation and Qualifying Accounts for the three years ended December 31, [removed: 2019] [added: 2020] are included on page [removed: 68.][added: 79.]

| [removed: 4.2] [added: 4.8] | | [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))](http://www.sec.gov/Archives/edgar/data/1513761/000119312513006058/d345508dex47.htm) |

| [removed: 4.3] [added: 4.9] | ​ | [Description of Securities of Norwegian Cruise Line Holdings [removed: Ltd.](https://www.sec.gov/Archives/edgar/data/1513761/000155837020001661/ex-4d3.htm)] [added: Ltd.](https://www.sec.gov/Archives/edgar/data/1513761/000155837021001998/nclh-20201231xex4d9.htm)] |

| [removed: 10.5] [added: 10.31] | | [removed: [Amendment No. 8, dated January 28, 2015, to Office Lease Agreement, dated December 1, 2006, as amended,] [added: [Employment Agreement] by and between [removed: SPUS7 Miami ACC, LP and] NCL (Bahamas) Ltd. [added: and T. Robin Lindsay, entered into on October 18, 2015] (incorporated herein by reference to Exhibit [removed: 10.3] [added: 10.2] to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on May [removed: 8, 2015] [added: 10, 2017] (File No. [removed: 001-35784))+](http://www.sec.gov/Archives/edgar/data/1513761/000157104915003821/t1500927_ex10-3.htm)] [added: 001-35784))*](http://www.sec.gov/Archives/edgar/data/1513761/000157104917004802/t1701379_ex10-2.htm)] |

| [removed: 10.6] [added: 10.44] | | [removed: [Amendment No. 9, dated June 30, 2015, to Office Lease Agreement, dated December 1, 2006, as amended, by and between SPUS7 Miami ACC, LP and NCL (Bahamas)] [added: [Form of Norwegian Cruise Line Holdings] Ltd. [added: 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 [removed: August 7,] [added: November 4,] 2015 (File No. [removed: 001-35784))+](http://www.sec.gov/Archives/edgar/data/1513761/000157104915006416/t1501698_ex10-2.htm)] [added: 001-35784))*](http://www.sec.gov/Archives/edgar/data/1513761/000157104915008804/t1502450_ex10-2.htm)] |

| [removed: 10.7] [added: 10.34] | | [removed: [Amendment No. 10, dated March 31, 2016, to Office Lease Agreement, dated December 1, 2006, as amended,] [added: [Employment Agreement] by and between [removed: SPUS7 Miami ACC, LP and] NCL (Bahamas) Ltd. [added: and Mark Kempa, entered into on September 10, 2018] (incorporated herein by reference to Exhibit [removed: 10.5] [added: 10.1] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 10-Q] [added: 8-K] filed on [removed: May 10, 2016] [added: September 11, 2018] (File No. [removed: 001-35784))+](http://www.sec.gov/Archives/edgar/data/1513761/000157104916015066/t1601208_ex10-5.htm)] [added: 001-35784))*](http://www.sec.gov/Archives/edgar/data/1513761/000114420418048925/tv502597_ex10-1.htm)] |

| [removed: 10.8] [added: 10.28] | [added: ​] | [removed: [Amendment No. 11, dated February 8, 2017, to Office Lease] [added: [Investment] Agreement, dated [removed: December 1, 2006, as amended,] [added: May 5, 2020,] by and [removed: between SPUS7 Miami ACC, LP and] [added: among Norwegian Cruise Line Holdings Ltd.,] NCL [removed: (Bahamas)] [added: Corporation] Ltd. [added: and LC9 Skipper, L.P.] (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 10-Q] [added: 8-K] filed on May [removed: 10, 2017] [added: 11, 2020] (File No. [removed: 001-35784))+](http://www.sec.gov/Archives/edgar/data/1513761/000157104917004802/t1701379_ex10-1.htm)] [added: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465920059522/tm2018925d1_ex10-1.htm)] |

| [removed: 10.9] [added: 10.48] | | [removed: [Amendment No. 12, dated August 24, 2017, to Office Lease Agreement, dated December 1, 2006, as amended, by and between SPUS7 Miami ACC, LP and NCL (Bahamas)] [added: [Form of Norwegian Cruise Line Holdings] Ltd. [added: Performance-based Restricted Share Unit Award Agreement (August 2017)] (incorporated herein by reference to Exhibit [removed: 10.3] [added: 10.2] to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on November 9, 2017 (File No. [removed: 001-35784))](http://www.sec.gov/Archives/edgar/data/1513761/000114420417057704/tv478195_ex10-3.htm)] [added: 001-35784))*](http://www.sec.gov/Archives/edgar/data/1513761/000114420417057704/tv478195_ex10-2.htm)] |

| [removed: 10.10] | | [removed: [Amendment No. 13, dated November 30, 2017, to Office Lease] [added: [parties thereto, which amends and restates the Loan] Agreement, [added: originally] dated [removed: December 1, 2006,] as [removed: amended, by and between SPUS7 Miami ACC, LP and NCL (Bahamas) Ltd.] [added: of December 19, 2018] (incorporated herein by reference to Exhibit [removed: 10.13] [added: 10.12] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 10-K] [added: 8-K] filed on February [removed: 27, 2018] [added: 23, 2021] (File No. [removed: 001-35784))+](http://www.sec.gov/Archives/edgar/data/1513761/000114420418011097/tv486495_ex10-13.htm)] [added: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-12.htm)] |

| [removed: 10.11] [added: 10.43] | | [removed: [Amendment No. 14, dated January 16, 2018, to Office Lease Agreement, dated December 1, 2006, as amended, by and between SPUS7 Miami ACC, LP and NCL (Bahamas) Ltd.] [added: [Form of Director Restricted Share Unit Award Agreement] (incorporated herein by reference to Exhibit [removed: 10.14] [added: 10.62] to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February [removed: 27, 2018] [added: 29, 2016] (File No. [removed: 001-35784))](http://www.sec.gov/Archives/edgar/data/1513761/000114420418011097/tv486495_ex10-14.htm)] [added: 001-35784))*](http://www.sec.gov/Archives/edgar/data/1513761/000157104916012414/t1600485_ex10-62.htm)] |

| [removed: 10.12] [added: 10.39] | | [removed: [Amendment No. 15, dated March 1, 2018, to Office Lease Agreement, dated December 1, 2006, as amended, by and between SPUS7 Miami ACC, LP and NCL (Bahamas)] [added: [Norwegian Cruise Line Holdings] Ltd. [added: Amended and Restated 2013 Performance Incentive Plan] (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 10-Q] [added: 8-K] filed on May [removed: 7, 2018] [added: 24, 2016] (File No. [removed: 001-35784))+](http://www.sec.gov/Archives/edgar/data/1513761/000114420418025758/tv492517_ex10-1.htm)] [added: 001-35784))*](http://www.sec.gov/Archives/edgar/data/1513761/000157104916015492/t1601395_ex10-1.htm)] |

| [removed: 10.16] [added: 10.25] | ​ | [removed: [Side Letter, dated April 25, 2019, to €529.8] [added: [$260] million [removed: Breakaway One] Credit Agreement, dated [removed: November 18, 2010, as amended, by and] [added: May 15, 2019,] among [removed: Breakaway One, Ltd.,] NCL Corporation Ltd., [removed: NCL International, Ltd. and KfW IPEX] [added: as borrower,] Bank [removed: GmbH] [added: of America, N.A., as administrative agent and collateral agent and the other lenders party thereto as joint bookrunners, arrangers, co-documentation agents and lenders] (incorporated herein by reference to Exhibit [removed: 10.2] [added: 10.1] to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 8, 2019 (File No. [removed: 001-35784))#](http://www.sec.gov/Archives/edgar/data/1513761/000155837019007736/nclh-20190630ex102a03500.htm)] [added: 001-35784))#](http://www.sec.gov/Archives/edgar/data/1513761/000155837019007736/nclh-20190630ex101d79f07.htm)] |

| [removed: 10.20] [added: 10.2] | ​ | [removed: [Side Letter,] [added: [Fourth Amendment Agreement,] dated [removed: August 7, 2019,] [added: February 18, 2021,] to [removed: €529.8 million] Breakaway Two Credit Agreement, dated November 18, 2010, [removed: as amended,] by and among Breakaway Two, Ltd., [added: as borrower,] NCL Corporation Ltd., [added: as guarantor,] NCL International, [removed: Ltd. and] [added: Ltd., as shareholder, the lenders party thereto,] KfW IPEX-Bank [removed: GmbH] [added: 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] (incorporated herein by reference to Exhibit [removed: 10.2] [added: 10.17] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 10-Q] [added: 8-K] filed on [removed: November 8, 2019] [added: February 23, 2021] (File No. [removed: 001-35784))#](http://www.sec.gov/Archives/edgar/data/1513761/000155837019010568/ex-10d2.htm)] [added: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-17.htm)] |

| [removed: 10.22] [added: 10.4] | | [removed: [Supplemental] [added: [Third Supplemental] Agreement, dated [removed: July 26, 2016,] [added: February 18, 2021,] to [removed: €590.5 million] 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 [removed: shareholder] [added: shareholder, the lenders therein defined] and KfW IPEX-Bank GmbH, as facility [added: agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral] agent and [removed: lender] [added: CIRR agent] (incorporated herein by reference to Exhibit [removed: 10.1] [added: 10.19] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 10-Q] [added: 8-K] filed on [removed: November 9, 2016] [added: February 23, 2021] (File No. [removed: 001-35784))+](http://www.sec.gov/Archives/edgar/data/1513761/000157104916019690/t1602589_ex10-1.htm)] [added: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-19.htm)] |

| [removed: 10.23] [added: 10.21] | | [removed: [Fourth Amended and Restated] [added: [$230 million] Credit Agreement, dated [removed: as of] January [removed: 2,] [added: 10,] 2019, [removed: by and] among NCL Corporation Ltd., as borrower, [removed: Voyager Vessel Company, LLC, as co-borrower, JPMorgan Chase Bank, N.A.,] [added: Nordea Bank ABP, New York Branch,] as administrative agent and [removed: as] collateral agent and [removed: a syndicate of] [added: the] other [removed: banks] [added: lenders] party thereto as joint bookrunners, arrangers, co-documentation agents and lenders (incorporated herein by reference to Exhibit [removed: 10.25] [added: 10.52] to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2019 (File No. [removed: 001-35784))+](http://www.sec.gov/Archives/edgar/data/1513761/000114420419010508/tv513897_ex10-25.htm)] [added: 001-35784))+](http://www.sec.gov/Archives/edgar/data/1513761/000114420419010508/tv513897_ex10-52.htm)] |

| | | [removed: [related guarantee by NCL Corporation Ltd. (incorporated herein] [added: [herein] by reference to Exhibit [removed: 10.33] [added: 10.2] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 10-K] [added: 8-K] filed on February [removed: 29, 2016] [added: 4, 2021] (File No. [removed: 001-35784))+](http://www.sec.gov/Archives/edgar/data/1513761/000157104916012414/t1600485_ex10-33.htm)] [added: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000110465921012232/tm215013d1_ex10-2.htm)] |

| [removed: 10.25] [added: 10.29] | [added: ​] | [removed: [Second Supplemental Agreement, dated August 15, 2019, to Seahawk Two Credit] [added: [Investor Rights] Agreement, dated [removed: July 14, 2014,] [added: May 28, 2020,] by and among [removed: Seahawk Two, Ltd. and various other lenders therein defined and a related guarantee by] [added: Norwegian Cruise Line Holdings Ltd.,] NCL Corporation Ltd. [added: and LC9 Skipper, L.P.] (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 10-Q] [added: 8-K] filed on [removed: November 8, 2019] [added: May 28, 2020] (File No. [removed: 001-35784))#](http://www.sec.gov/Archives/edgar/data/1513761/000155837019010568/ex-10d1.htm)] [added: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465920067100/tm2021181d1_ex10-1.htm)] |

| [removed: 10.26] [added: 10.9] | | [Amendment and Restatement Agreement, dated [removed: October 31, 2014, but effective] as of [removed: November 19, 2014, relating to the loan agreement originally dated July 18, 2008,] [added: February 17, 2021,] among Riviera New Build, LLC, as borrower, [removed: the banks and financial institutions listed in Schedule 1] [added: NCL Corporation Ltd.,] as [removed: lenders,] [added: 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 [removed: arrangers] [added: arrangers,] and [removed: Crédit Agricole Corporate] [added: the other parties thereto, which amends] and [removed: Investment Bank] [added: restates the Loan Agreement, originally dated] as [removed: agent and SACE agent] [added: of July 18, 2008] (incorporated herein by reference to Exhibit [removed: 10.72] [added: 10.3] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 10-K] [added: 8-K] filed on February [removed: 27, 2015] [added: 23, 2021] (File No. [removed: 001-35784))+](http://www.sec.gov/Archives/edgar/data/1513761/000157104915001498/t1500098_ex10-72.htm)] [added: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-3.htm)] |

| [removed: 10.27] [added: 10.10] | | [removed: [Guarantee relating to the loan agreement] [added: [Amendment and Restatement Agreement,] dated [removed: July 18, 2008 in respect] [added: as] of [removed: the Oceania Riviera, dated October 31, 2014, but effective November 19, 2014,] [added: February 17, 2021,] among [added: Marina New Build, LLC, as borrower,] NCL Corporation Ltd., as guarantor, [removed: the banks and financial institutions listed in Schedule 1] [added: Oceania Cruises S. de R.L.,] as [removed: lenders,] [added: charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto,] Crédit Agricole Corporate and Investment Bank and Société Générale, as mandated lead [removed: arrangers] [added: arrangers,] and [removed: Crédit Agricole Corporate] [added: the other parties thereto, which amends] and [removed: Investment Bank] [added: restates the Loan Agreement, originally dated] as [removed: agent] [added: of July 18, 2008] (incorporated herein by reference to Exhibit [removed: 10.73] [added: 10.4] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 10-K] [added: 8-K] filed on February [removed: 27, 2015] [added: 23, 2021] (File No. [removed: 001-35784))+](http://www.sec.gov/Archives/edgar/data/1513761/000157104915001498/t1500098_ex10-73.htm)] [added: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-4.htm)] |

| [removed: 10.28] [added: 10.11] | | [Amendment and Restatement Agreement, dated [removed: October 31, 2014, but effective] as of [removed: November 19, 2014, relating to the loan agreement originally dated July 18, 2008,] [added: February 17, 2021,] among [removed: Marina] [added: Explorer] New Build, LLC, as borrower, [removed: the banks and financial institutions listed in Schedule 1] [added: NCL Corporation Ltd.,] as [removed: lenders,] [added: 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 [removed: Bank and] [added: Bank,] Société Générale, [added: HSBC Bank PLC, and KfW IPEX-Bank GmbH,] as [added: joint] mandated lead [removed: arrangers] [added: arrangers,] and [removed: Crédit Agricole Corporate] [added: the other parties thereto, which amends] and [removed: Investment Bank] [added: restates the Loan Agreement, originally dated] as [removed: agent and SACE agent] [added: of July 31, 2013] (incorporated herein by reference to Exhibit [removed: 10.74] [added: 10.1] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 10-K] [added: 8-K] filed on February [removed: 27, 2015] [added: 23, 2021] (File No. [removed: 001-35784))+](http://www.sec.gov/Archives/edgar/data/1513761/000157104915001498/t1500098_ex10-74.htm)] [added: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-1.htm)] |

| [removed: 10.29] [added: 10.12] | | [removed: [Guarantee relating to the loan agreement] [added: [Amendment and Restatement Agreement,] dated [removed: July 18, 2008 in respect] [added: as] of [removed: the Oceania Marina, dated October 31, 2014, but effective November 19, 2014,] [added: February 17, 2021,] among [added: Explorer II New Build, LLC, as borrower,] NCL Corporation Ltd., as guarantor, [removed: the banks and financial institutions listed in Schedule 1] [added: Seven Seas Cruises S. de R.L.,] as [removed: lenders,] [added: charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto,] Crédit Agricole Corporate and Investment [removed: Bank and] [added: Bank,] Société Générale, [added: HSBC Bank PLC, and KfW Ipex-Bank GmbH,] as [added: joint] mandated lead [removed: arrangers] [added: arrangers,] and [removed: Crédit Agricole Corporate] [added: the other parties thereto, which amends] and [removed: Investment Bank] [added: restates the Loan Agreement, originally dated] as [removed: agent] [added: of March 30, 2016] (incorporated herein by reference to Exhibit [removed: 10.75] [added: 10.2] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 10-K] [added: 8-K] filed on February [removed: 27, 2015] [added: 23, 2021] (File No. [removed: 001-35784))+](http://www.sec.gov/Archives/edgar/data/1513761/000157104915001498/t1500098_ex10-75.htm)] [added: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-2.htm)] |

| [removed: 10.30] [added: 10.24] | | [Amendment and Restatement Agreement, dated [removed: October 31, 2014, but effective] as of [removed: November 19, 2014, relating to the loan agreement originally dated July 31, 2013,] [added: February 17, 2021,] among Explorer [added: III] New Build, LLC, as borrower, [removed: the banks and financial institutions listed in Schedule 1] [added: NCL Corporation Ltd.,] as [removed: lenders,] [added: 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, [removed: Société Générale,] [added: BNP Paribas Fortis S.A./N.V.,] HSBC Bank [removed: plc, KFW] [added: PLC, KfW] IPEX-Bank GmbH, [added: Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale.,] as joint mandated lead [removed: arrangers] [added: arrangers,] and [removed: Crédit Agricole Corporate] [added: the other parties thereto, which amends] and [removed: Investment Bank] [added: restates the Loan Agreement, originally dated] as [removed: agent, SACE agent and security trustee] [added: of December 19, 2018] (incorporated herein by reference to Exhibit [removed: 10.76] [added: 10.11] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 10-K] [added: 8-K] filed on February [removed: 27, 2015] [added: 23, 2021] (File No. [removed: 001-35784))+](http://www.sec.gov/Archives/edgar/data/1513761/000157104915001498/t1500098_ex10-76.htm)] [added: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-11.htm)] |

| [removed: 10.31] [added: 4.5] | [added: ​] | [removed: [Guarantee relating to the loan agreement] [added: [Indenture,] dated July [removed: 31, 2013 in respect of the Seven Seas Explorer, dated October 31, 2014, but effective November 19, 2014,] [added: 21, 2020, by and] among NCL Corporation Ltd., as [removed: guarantor and Crédit Agricole Corporate] [added: issuer, Norwegian Cruise Line Holdings Ltd., as guarantor,] and [removed: Investment] [added: U.S.] Bank [added: National Association,] as [removed: security] trustee (incorporated herein by reference to Exhibit [removed: 10.77] [added: 4.1] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 10-K] [added: 8-K] filed on [removed: February 27, 2015] [added: July 21, 2020] (File No. [removed: 001-35784))](http://www.sec.gov/Archives/edgar/data/1513761/000157104915001498/t1500098_ex10-77.htm)] [added: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465920085273/tm2025153d1_ex4-1.htm)] |

| [removed: 10.32] [added: 10.17] | | [removed: [Explorer Class Newbuild Loan] [added: [Amendment and Restatement] Agreement, dated [removed: March 30, 2016,] [added: as of February 17, 2021,] among [removed: Explorer II New Build, LLC,] [added: Leonardo Five, Ltd.,] as borrower, [removed: the banks and financial institutions listed in Schedule 1] [added: NCL Corporation Ltd.,] as [removed: lenders,] [added: guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto,] Crédit Agricole Corporate and Investment Bank, [removed: Société Générale,] [added: BNP Paribas Fortis S.A./N.V.,] HSBC Bank [removed: plc, KFW] [added: PLC, KfW] IPEX-Bank GmbH, [added: Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale,] as joint mandated lead [removed: arrangers] [added: arrangers,] and [removed: Crédit Agricole Corporate] [added: the other parties thereto, which amends] and [removed: Investment Bank] [added: restates the Loan Agreement, originally dated] as [removed: agent and security trustee] [added: of December 19, 2018] (incorporated herein by reference to Exhibit [removed: 10.6] [added: 10.9] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 10-Q] [added: 8-K] filed on [removed: May 10, 2016] [added: February 23, 2021] (File No. [removed: 001-35784))+](http://www.sec.gov/Archives/edgar/data/1513761/000157104916015066/t1601208_ex10-6.htm)] [added: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-9.htm)] |

| [removed: 10.33] [added: 4.2] | [added: ​] | [removed: [Guarantee relating to the Explorer Class Newbuild Loan Agreement,] [added: [Indenture,] dated [removed: March 30, 2016,] [added: May 8, 2020, by and] among NCL Corporation Ltd., as [added: issuer, Norwegian Cruise Line Holdings Ltd., as] guarantor, and [removed: Crédit Agricole Corporate and Investment] [added: U.S.] Bank [added: National Association,] as [removed: Security Trustee] [added: trustee] (incorporated herein by reference to Exhibit [removed: 10.7] [added: 4.1] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 10-Q] [added: 8-K] filed on May [removed: 10, 2016] [added: 11, 2020] (File No. [removed: 001-35784))+](http://www.sec.gov/Archives/edgar/data/1513761/000157104916015066/t1601208_ex10-7.htm)] [added: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465920059522/tm2018925d1_ex4-1.htm)] |

| [removed: 10.34] [added: 10.13] | | [Amendment [removed: No. 1, dated November 21, 2017, to Leonardo One Loan] [added: and Restatement] Agreement, dated [removed: April 12, 2017, by and] [added: as of February 17, 2021,] among Leonardo One, Ltd., as borrower, [removed: the banks and financial institutions listed in Schedule 1,] [added: NCL Corporation Ltd.,] as [removed: lenders,] [added: 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., [removed: HSBC Bank plc,] KfW IPEX-Bank [removed: GmbH] [added: GmbH, HSBC Bank PLC] and Cassa Depositi e Prestiti [removed: S.p.A.,] [added: S.P.A.,] as joint mandated lead [removed: arrangers] [added: arrangers,] and [removed: Crédit Agricole Corporate] [added: the other parties thereto, which amends] and [removed: Investment Bank] [added: restates the Loan Agreement, originally dated] as [removed: agent and SACE agent] [added: of April 12, 2017] (incorporated herein by reference to Exhibit [removed: 10.35] [added: 10.5] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 10-K] [added: 8-K] filed on February [removed: 27, 2018] [added: 23, 2021] (File No. [removed: 001-35784))+](http://www.sec.gov/Archives/edgar/data/1513761/000114420418011097/tv486495_ex10-35.htm)] [added: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-5.htm)] |

| [removed: 10.35] [added: 4.4] | [added: ​] | [removed: [Guarantee relating to the Leonardo One Loan Agreement,] [added: [Indenture,] dated [removed: April 12, 2017,] [added: May 28, 2020,] by and among NCL Corporation Ltd., as [removed: guarantor and Crédit Agricole Corporate] [added: issuer, Norwegian Cruise Line Holdings Ltd., as guarantor,] and [removed: Investment] [added: U.S.] Bank [added: National Association,] as [removed: security] trustee (incorporated herein by reference to Exhibit [removed: 10.4] [added: 4.1] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 10-Q] [added: 8-K] filed on May [removed: 10, 2017] [added: 28, 2020] (File No. [removed: 001-35784))+](http://www.sec.gov/Archives/edgar/data/1513761/000157104917004802/t1701379_ex10-4.htm)] [added: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465920067100/tm2021181d1_ex4-1.htm)] |

| [removed: 10.36] [added: 10.14] | | [Amendment [removed: No. 1, dated November 21, 2017, to Leonardo Two Loan] [added: and Restatement] Agreement, dated [removed: April 12, 2017, by and] [added: as of February 17, 2021,] among Leonardo Two, Ltd., as borrower, [removed: the banks and financial institutions listed in Schedule 1,] [added: NCL Corporation Ltd.,] as [removed: lenders,] [added: 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 [removed: plc, KfW IPEX-Bank GmbH] [added: PLC] and Cassa Depositi e Prestiti [removed: S.p.A.,] [added: S.P.A.,] as joint mandated lead [removed: arrangers] [added: arrangers,] and [removed: Crédit Agricole Corporate] [added: the other parties thereto, which amends] and [removed: Investment Bank] [added: restates the Loan Agreement, originally dated] as [removed: agent and SACE agent] [added: of April 12, 2017] (incorporated herein by reference to Exhibit [removed: 10.37] [added: 10.6] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 10-K] [added: 8-K] filed on February [removed: 27, 2018] [added: 23, 2021] (File No. [removed: 001-35784))+](http://www.sec.gov/Archives/edgar/data/1513761/000114420418011097/tv486495_ex10-37.htm)] [added: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-6.htm)] |

| [removed: 10.37] [added: 10.26] | [added: ​] | [removed: [Guarantee relating to the Leonardo Two Loan] [added: [Amendment] Agreement, dated [removed: April 12, 2017, by and] [added: as of May 1, 2020,] among NCL Corporation Ltd., as [removed: guarantor and Crédit Agricole Corporate] [added: borrower, Norwegian Jewel Limited, as subsidiary guarantor, the lenders party thereto] and [removed: Investment] Bank [added: of America, N.A.,] as [removed: security trustee] [added: administrative agent, which amends the Credit Agreement, dated as of May 15, 2019] (incorporated herein by reference to Exhibit [removed: 10.6] [added: 10.3] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 10-Q] [added: 8-K] filed on May [removed: 10, 2017] [added: 4, 2020] (File No. [removed: 001-35784))+](http://www.sec.gov/Archives/edgar/data/1513761/000157104917004802/t1701379_ex10-6.htm)] [added: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000110465920055907/tm2018165d1_ex10-3.htm)] |

| [removed: 10.38] [added: 10.15] | | [Amendment [removed: No. 1, dated November 21, 2017, to Leonardo Three Loan] [added: and Restatement] Agreement, dated [removed: April 12, 2017, by and] [added: as of February 17, 2021,] among Leonardo Three, Ltd., as borrower, [removed: the banks and financial institutions listed in Schedule 1,] [added: NCL Corporation Ltd.,] as [removed: lenders,] [added: 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., [removed: HSBC Bank plc,] KfW IPEX-Bank GmbH and Cassa Depositi e Prestiti [removed: S.p.A.,] [added: S.P.A.,] as joint mandated lead [removed: arrangers] [added: arrangers,] and [removed: BNP Paribas S.A. as agent] [added: the other parties thereto, which amends] and [removed: SACE agent] [added: restates the Loan Agreement, originally dated as of April 12, 2017] (incorporated herein by reference to Exhibit [removed: 10.39] [added: 10.7] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 10-K] [added: 8-K] filed on February [removed: 27, 2018] [added: 23, 2021] (File No. [removed: 001-35784))+](http://www.sec.gov/Archives/edgar/data/1513761/000114420418011097/tv486495_ex10-39.htm)] [added: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-7.htm)] |