Norwegian Cruise Line Holdings (NCLH) 10-K risk factor changes: FY2021 vs FY2020

The [removed: spread of] COVID-19 [removed: and the developments surrounding the global] pandemic [removed: are having] [added: has had, and is expected to continue to have,] significant negative impacts on all aspects of our business.

In March 2020, we implemented a voluntary suspension of all cruise voyages across our three [removed: brands, which has subsequently been extended through May 31, 2021.][added: brands.]

In addition, we have been, and will continue to be, further negatively impacted by related developments, including heightened governmental [removed: regulations and] [added: regulations,] travel advisories, [removed: including recommendations] [added: travel bans] and [removed: orders] [added: restrictions, including those implemented] by the U.S. Department of State, the [removed: CDC and] [added: CDC,] the Department of Homeland [removed: Security,] [added: Security] and [removed: travel bans] [added: other state, Federal] and [removed: restrictions,] [added: international governments and regulators,] 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.

We [removed: will] [added: expect to] continue to incur [added: significant] COVID-19 related costs [added: in relation to these regulations and] as we implement [removed: additional] [added: and maintain] health-related protocols on our ships, such as [removed: physical distancing measures,] [added: controlled capacity and testing,] which [added: have had and] may [added: continue to] have a significant effect on our operations.

[removed: There] [added: We have had instances of COVID-19 on our ships and there] is no guarantee that the health and safety protocols we implement will be successful in preventing the spread of 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, [added: implementation of additional health and safety measures,] reduced demand for cruise vacations, guest compensation, itinerary modifications, redeployments and cancellations, travel restrictions and advisories, the unavailability of ports and/or destinations, [added: protected commissions,] 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 [removed: that have been unable to return] [added: with quarantine or isolation and food and housing in the event they are prevented from returning] home in an optimal time [removed: frame with food and housing.][added: frame.]

[removed: 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] [added: Our] ability to transport crew to and from our ships [removed: 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 [added: and challenges in making sure our crew members have been vaccinated has impacted and] could [added: continue to] impact our ability to [removed: re-staff] [added: staff] our ships [removed: once] [added: as] operations [added: continue to] resume.

[removed: In addition,] [added: For example,] in March 2020 the Florida Attorney General announced an investigation related to our marketing during the COVID-19 pandemic.

We [added: have been and] may [added: continue to] be the subject of [removed: additional] lawsuits and investigations stemming from COVID-19.

[removed: 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.

[added: 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.

In particular, our bookings may be negatively impacted by enhanced health and safety protocols, including [removed: 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 [removed: decline in] [added: disruption to] economic activity [removed: and increase in unemployment levels are] [added: is] 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.

Accordingly, [added: as a result of these unprecedented circumstances,] we cannot predict the full impact of COVID-19 on our business, financial condition and results of operations.

[removed: In particular, we] [added: 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 [removed: length of the suspension] [added: timing for bringing our full fleet back in service] and number of cancellations, we may be required to provide cash refunds for a substantial portion of the balance of our [removed: advanced] [added: advance] ticket sales.

[removed: As a] result of the impacts of COVID-19, we have seen an increase in demand from consumers for refunds on their tickets, and we anticipate this will continue to be the case for the near future.

We may be required to [removed: find new credit card processors,] pledge additional collateral and/or post [added: additional] cash reserves or take other actions that may further reduce our liquidity.

As a result of all of the foregoing, we [removed: will report a net loss for the three months ending March 31, 2021 and] expect to report a net loss until we are able to resume [added: regular] voyages.

[removed: There] [added: Accordingly, there] is no guarantee that debt or equity financings will be available in the future to fund our obligations, or that they will be available on terms consistent with our expectations.

The extent of the effects of the pandemic on our business and the cruise industry at large is highly uncertain and will ultimately depend on future developments, many of which are outside of our control, including, but not limited to, the [removed: duration, spread, severity] [added: duration] and [removed: any recurrence] [added: severity] of the pandemic, [added: including] the severity and transmission rates of [removed: new] [added: more contagious and/or vaccine-resistant] variants of COVID-19, the availability, distribution, [added: rate of public acceptance] and efficacy of vaccines and therapeutics for COVID-19, the duration and scope of related federal, state and local government orders and restrictions, the extent of the impact of COVID-19 on overall demand for cruise vacations and the length of time it takes for demand and pricing to return and normal economic and operating conditions to resume, all of which are highly uncertain and cannot be predicted.

[removed: As a result of the COVID-19 pandemic, we have paused] [added: If] our [removed: global fleet] [added: phased restart of] cruise [removed: operations, and if we are unable to recommence normal operations,] [added: operations does not resume as planned,] we may not be in compliance with maintenance covenants in certain of our debt facilities.

Financial covenants include free liquidity of no less than [removed: $50,000,000] [added: $200,000,000] at all times, a total net funded debt to total capitalization ratio of less than [removed: 0.70] [added: 0.86] to 1.00 [added: on March 31, 2023, 0.85 to 1.00 on June 30, 2023 and 0.83 to 1.00] at the end of each [added: fiscal] quarter [added: thereafter] and [removed: either free liquidity of no less than $100,000,000 or] [added: an] EBITDA to consolidated debt service ratio of at least 1.25 to 1.00 at the end of each fiscal [removed: quarter.][added: quarter unless free liquidity is greater than or equal to $200,000,000 at that time.]

[removed: As a result of the COVID-19 pandemic,] [added: Although] we [removed: have paused] [added: resumed] our [removed: global fleet] cruise [removed: operations and] [added: voyages on a limited basis in July 2021,] if we are unable to re-commence [added: our] normal [removed: operations,] [added: operations in the time period and manner expected or if] we [added: must again pause our voyages, we] may be out of compliance with some or all of the maintenance and financial covenants in certain of our debt facilities.

If we were to be unable to obtain a covenant waiver under any one or more of these debt facilities or renegotiate [removed: such] [added: these] facilities, there can be no assurance that we would be able to raise sufficient debt or equity capital, or divest assets, to refinance or repay such facility or facilities.

We anticipate that we will need additional financing in the future, which may not be available on favorable terms, or at all, and [added: our outstanding exchangeable notes and any future financing] may be dilutive to existing shareholders.

We anticipate that we will need additional equity and/or debt financing to fund our operations in the future, especially if our [removed: suspension] [added: phased resumption] of cruise voyages [removed: is prolonged.][added: does not progress as expected.]

If we raise additional funds through equity [removed: or] [added: and/or] debt issuances, [removed: our] [added: NCLH’s] shareholders could experience dilution of their ownership interest, and these securities could have rights, preferences, and privileges that are superior to that of holders of [removed: our] [added: NCLH’s] ordinary shares.

Our credit ratings, which have been downgraded as a result of the impact on our business of the COVID-19 pandemic, could be further downgraded, which could have an impact on the availability [removed: or] [added: and/or] cost of financing.

In addition, we may conclude that there is a substantial doubt about our ability to operate as a going concern, which could have additional effects on our credit ratings and the availability [removed: or] [added: and/or] cost of financing.

There can be no assurance that our ability to access the credit [removed: or] [added: and/or] capital markets will not be adversely affected by changes in the financial markets and the global economy.

Several factors including a challenging operating environment, [added: such as the operating environment created by the COVID-19 pandemic,] impacts affecting consumer demand or spending, the deterioration of general macroeconomic conditions, or other factors could result in a change to the future cash flows we expect to derive from our operations.

[removed: Also, we may be limited in obtaining funds to pay amounts due to our counterparties] under our derivative contracts and to pay amounts that may become due under other agreements.

The COVID-19 pandemic has [removed: substantially] [added: at times] limited the number of ports that are able and willing to accommodate passenger cruise voyages and we [removed: cannot be sure how long] [added: expect] these limitations will [removed: continue.][added: continue as the prevalence of COVID-19 fluctuates in certain destinations.]

Increases in the price of, or major [removed: changes] [added: changes, significant delays and disruptions,] or reduction in, commercial airline services could undermine our customer base or disrupt our operations.

Increases in the price of airfare due to increases in fuel prices, fuel surcharges, changes in commercial airline services as a result of health and safety events, [removed: strikes,] [added: strikes or other staffing shortages,] weather or other events, or the lack of availability due to schedule changes or a high level of airline bookings 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.

For example, many commercial airlines have reduced services [added: and experienced staffing shortages and other disruptions] due to the COVID-19 pandemic.

COVID-19 related regulations have also [added: sometimes] prevented us from using commercial airline services to transport [removed: many of] our crew members to and from our ships, which has resulted in increased costs to our Company.

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

We began resuming cruise voyages in July 2021 in a phased manner as part of our return to service plan.

We expect the remaining ships in our fleet will continue incrementally resuming voyage operations through the early part of the second quarter of 2022, but due to the uncertainties surrounding the COVID-19 pandemic, we have cancelled some announced restart cruise voyages and delayed the expected restart dates for some of our ships.

It may take us longer than expected to return our entire fleet to cruise voyage operations and/or the suspension could potentially be reinstated, and the total length of time the majority of our fleet is out of cruise voyage operations or operating at significantly reduced occupancy levels may be prolonged.

Additionally, in the U.S., certain states have enacted legislation prohibiting companies from verifying the vaccination status of guests, which in some instances we have challenged in court.

As a result of these requirements and other logistical challenges, the timeline for our ability to return our entire fleet to cruises is fluid.

Additionally, our policy that crew members must be fully vaccinated has created logistical challenges due to limitations on vaccine supplies, logistical complexities relating to vaccinating crew members who reside in different countries around the world and vaccine hesitancy.

The global supply chain has also been negatively impacted by COVID-19, which has had an effect on our operations and our ability to source supplies.

Additionally, some of our protocols, such as our requirement that all guests, with the exception of guests under the age of 12 on Norwegian Cruise Line sailings beginning March 1, 2022, and all crew must be vaccinated for our initial voyages, may attract negative publicity.

As a

As of December 31, 2021, we had cash collateral reserves of approximately $1.2 billion with credit card processors recognized in accounts receivable, net or other long-term assets.

Since March 2020, Moody’s and S&P Global have both downgraded our credit ratings.

Our ability to incur future indebtedness could be impacted by the accuracy of any appraisals of our assets as a result of the impact of the COVID-19 pandemic or otherwise.

The testing of the covenants under the Senior Secured Credit Facility

has been suspended to and including December 31, 2022, with the exception of the free liquidity test.

As a result of the COVID-19 pandemic, we paused our global fleet cruise operations from March 2020 until July 2021.

Further, the exchange of some or all of our outstanding exchangeable notes may dilute the ownership interests of NCLH’s shareholders.

Upon exchange of any of the exchangeable notes, any sales in the public market of NCLH’s ordinary shares issuable upon such exchange could adversely affect prevailing market prices of NCLH’s ordinary shares.

In addition, the existence of the exchangeable notes may encourage short selling by market participants that engage in hedging or arbitrage activity, and anticipated exchange of any of the exchangeable notes into NCLH ordinary shares could depress the price of NCLH’s ordinary shares.

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We recognized significant impairment losses during 2020 related to the COVID-19 pandemic.

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Also, we may be limited in obtaining funds to pay amounts due to our counterparties

In 2017, the U.K.’s Financial Conduct Authority (“FCA”), which regulated the London Interbank Offered Rate (“LIBOR”), announced its intention to phase out LIBOR by the end of 2021 and the Alternative Reference Rates Committee selected the Secured Overnight Financing Rate (“SOFR”) as the rate recommended to replace U.S. dollar LIBOR (“USD LIBOR”).

In December 2020, ICE Benchmark Administration (“IBA”), the administrator of LIBOR, released a consultation disclosing that it would cease publication of one-week and two-month USD LIBOR after December 31, 2021, but continue to publish the remaining tenors of USD LIBOR for an additional 18 months, through June 30, 2023.

These remaining tenors of USD LIBOR—overnight, one-month, three-month, six-month and 12-months—encompass the tenors referenced in certain of our borrowings and interest rate swaps.

However, uncertainty remains as many market participants await the development of term SOFR products, i.e., forward-looking rates and indices that might co-exist with SOFR.

In addition, recent New York state legislation effectively codified the use of SOFR as the alternative to LIBOR in the absence of another chosen replacement rate, which may affect contracts governed by New York state law.

We plan to transition away from LIBOR as a reference rate in the coming months.

We will need to amend our credit facilities to determine replacement rates, which may result in interest payments that differ from our original expectations and which may materially impact the amount of our interest payments under our variable rate debt.

We will also need to consider any new contracts and whether they should reference an alternative benchmark rate or include suggested fallback language, as published by the Alternative Reference Rates Committee.

Additionally, SOFR is calculated based on short-term repurchase agreements, backed by Treasury securities.

SOFR is observed and backward looking, which stands in contrast with LIBOR, which is an estimated forward-looking rate and relies, to some degree, on the expert judgment of submitting panel members.

Given the inherent differences between LIBOR and SOFR or any other alternative benchmark rate that may be established, there are many uncertainties regarding a transition from LIBOR.

The consequences of these developments with respect to LIBOR cannot be entirely predicted and span multiple future periods but could result in an increase in the cost of our variable rate debt which may be detrimental to our financial position or operating results.

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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.

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.

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.

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.

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

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.

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

As of December 31, 2020, we had a reserve of approximately $200 million with a credit card processor recognized in other long-term assets, and in January 2021, we provided additional cash collateral of $250 million.

Additionally, we are required to fund all refunds until further notice and 100% of incoming advance ticket sales deposits with this credit card processor will be withheld and are not expected to be released until the credit card processor’s exposure is fully collateralized.

As of December 31, 2020, the exposure was approximately $780 million.

The reserve shortfall of approximately $330 million, after taking into effect the January additional collateral provided, will decrease as refunds are funded, cruises are provided and amounts withheld by the credit card processor are allocated to the reserve rather than remitted to the Company.

Since March 2020, Moody’s has downgraded our long-term issuer rating to B2, our senior secured rating to B1 and our senior unsecured rating to Caa1.

Since April 2020,

S&P Global has downgraded our issuer credit rating to B+, lowered our issue-level rating on our $875 million Revolving Loan Facility and $1.5 billion Term Loan A Facility to BB, our issue-level rating on our $675 million 2024 Senior Secured Notes and $750 million 2026 Senior Secured Notes to BB- and our senior unsecured rating to B.

We anticipate that S&P Global will further downgrade our issuer credit rating to B and lower our senior unsecured rating to B- or CCC+.

In addition, the COVID-19 pandemic has significantly increased economic and demand uncertainty.

The current pandemic and continued spread of COVID-19 has caused a global recession, which could have a further adverse impact on our financial condition and operations, and this impact could exist for an extended period of time.

For example, on January 29, 2021, we entered into an amendment to the Senior Secured Credit Facility, which provides that, from the amendment effective date to and including December 31, 2022, the testing of the covenants under the Senior Secured Credit Facility will be suspended and the free liquidity test will be replaced by a covenant to maintain at least $200,000,000 in free liquidity, certified on a monthly basis.

This amendment

also made certain other changes to the Senior Secured Credit Facility, including tightening certain of the baskets applicable to our ability to incur additional indebtedness and make asset dispositions, investments and restricted payments.

NCLH anticipates seeking shareholder approval to increase its authorized share capital at a future shareholder meeting so that it can raise additional equity capital.

Such increase may not be approved.

If and when holders of our exchangeable notes exchange their exchangeable notes for ordinary shares, NCLH’s shareholders will be significantly diluted.

For example, we suspended our cruise voyages in March 2020 due to the COVID-19 pandemic, which substantially impacted our cash flows.

During the three months ended March 31, 2020, we recognized a goodwill impairment loss of $1.3 billion.

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

As of December 31, 2020, there was $98.1 million of goodwill for the Regent Seven Seas reporting unit after impairment.

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

Certain of our debt agreements use LIBOR as a reference rate for interest rate calculations.

In July 2017, the U.K.’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021.

The U.S. Federal Reserve has begun publishing a Secured Overnight Funding Rate, which is intended to replace U.S. dollar LIBOR.

Plans for alternative reference rates for other currencies have also been announced.

At this time, we cannot predict how markets will respond to these proposed alternative rates or the effect of any changes to LIBOR or the discontinuation of LIBOR.

If LIBOR is no longer available or if our lenders have increased costs due to changes in LIBOR, we may experience potential increases in interest rates on our variable rate debt, which could adversely impact our results of operations.

In addition, some of our debt agreements which use LIBOR as a reference rate do not contain fallback reference rates.

If LIBOR is discontinued, we may incur additional costs related to contract renegotiation for such agreements.

In addition, certain networks are dependent on third-party

Our revenue is seasonal based on demand for cruises, which has historically been strongest during the Northern Hemisphere’s summer months; however, our cruise voyages were completely suspended [removed: during the last nine months of] [added: from March] 2020 [added: until July 2021] due to the COVID-19 pandemic and [removed: such suspension has been extended through May 31, 2021.][added: our resumption of cruise voyages will be phased in gradually as described under “—Update Regarding COVID-19 Pandemic” below.]

[removed: Upon the relaunch of cruise voyages, our] [added: Our] principal assumptions for future cash flow projections include:

| | ● | Expected gradual phased [removed: relaunch] [added: return to service] at reduced occupancy [added: levels, increasing over time until we reach historical occupancy] levels; |

| | ● | Forecasted cash collections [removed: 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 |

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

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

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

Accordingly, we [removed: 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 [removed: is] [added: was] accounted on a prospective basis and [removed: is] [added: was] not material.

If we reduced our estimated weighted average 30-year ship service life by one year, depreciation expense for the year ended December 31, [removed: 2020] [added: 2021] would have increased by [removed: $19.8] [added: $16.2] million.

In addition, if our ships were estimated to have no residual value, depreciation expense for the same period would have increased by [removed: $99.6] [added: $76.4] million.

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

| | ● | Changes in general macroeconomic [removed: conditions] [added: conditions,] such as a deterioration in general economic conditions; limitations on accessing capital; fluctuations in foreign exchange rates; or other developments in equity and credit markets; |

As of December 31, [removed: 2020,] [added: 2021,] there was $98.1 million of goodwill remaining for the Regent Seven Seas reporting unit.

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

As a result of our voluntary suspension of sailings [removed: during the last nine months of 2020,] [added: from March 2020 until July 2021,] we did not have any Capacity Days [removed: in those periods.][added: during the suspension period.]

Accordingly, we have not presented herein per Capacity Day data for the [removed: year] [added: years] ended December 31, [added: 2021 or] 2020.

In addition, Adjusted Net Income [added: (Loss)] and Adjusted EPS are non-GAAP financial measures that exclude certain amounts and are used to supplement GAAP net income [added: (loss)] and EPS.

We use Adjusted Net Income [added: (Loss)] and Adjusted EPS as key performance measures of our earnings performance.

In addition, management uses Adjusted EPS as a performance measure for our incentive [removed: compensation.][added: compensation during normal operations.]

The amounts excluded in the presentation of these non-GAAP financial measures may vary from period to period; accordingly, our presentation of Adjusted Net Income [added: (Loss)] and Adjusted EPS may not be indicative of future adjustments or results.

[removed: For example, for the year ended December 31, 2019, we incurred $30.6 million related to the redeployment of Norwegian Joy from Asia to the U.S.] We included this as an adjustment in the reconciliation of Adjusted Net Income [added: (Loss)] since the expenses are not representative of our day-to-day operations; however, this adjustment did not occur and is not included in the comparative period presented within this Form 10-K.

Due to the [removed: continued spread] [added: impact] of COVID-19, [removed: evolving] travel restrictions and limited access to ports around the world, in March 2020, [removed: we] [added: the Company] implemented a voluntary suspension of all cruise voyages across our three [removed: brands, which has subsequently been extended through May 31, 2021.][added: brands.]

[removed: This is the first time we have completely suspended our cruise voyages, and as] [added: As] a result of [removed: these] [added: the] unprecedented [removed: circumstances,] [added: circumstances caused by the pandemic,] we are not able to predict the full impact of [removed: such a suspension] [added: the pandemic] on our Company.

Our brands have launched [removed: new] cancellation policies for certain sailings booked during certain time periods to permit our guests to cancel cruises which were not part of [removed: our] [added: a] temporary suspension of voyages up to 15 days [removed: prior] [added: or 48 hours prior, depending on the brand,] to embarkation and receive a refund in the form of a credit to be applied toward a future cruise.

The future cruise credits issued under these programs are [added: generally] valid for any sailing through December 31, 2022, and we may extend the length of time these future cruise credits may be redeemed.

In addition, to provide more flexibility to our guests, we have also extended our modified final payment schedule for [removed: all] [added: most] voyages on Regent Seven Seas Cruises through July 31, [removed: 2021 and] [added: 2022,] for [added: certain] voyages on Oceania Cruises [added: through June 30, 2022] and for [removed: the majority of bookings for] [added: all] voyages on Norwegian Cruise Line through [removed: October 31, 2021] [added: April 30, 2022,] which now requires payment 60 days prior to embarkation versus the standard 120 days.

[removed: The overall] [added: As a result, the Company’s current] cumulative booked position for the first half of 2022 is [removed: significantly ahead of 2019’s record] [added: below the strong] levels [removed: with pricing in line] [added: of 2019 at higher prices even] when [removed: excluding] [added: including] the dilutive impact of future cruise [removed: credits] [added: credits, while booked position for the second half, when the full fleet is expected to be back in operation, is in line with the comparable 2019 period] and [removed: down] [added: at higher prices, also] including the [removed: dilutive] [added: impact of] future cruise credits.

Our [removed: operations] [added: full fleet] may [removed: be suspended beyond] [added: not resume operations on] our [removed: announced suspensions] [added: expected schedule] and as a result, current booking data may not be informative.

The ongoing effects of [removed: the] COVID-19 [removed: pandemic] on our operations and global bookings have [removed: had, and we believe they will continue to have,] [added: had] a significant [removed: impact] [added: adverse effect] on our [removed: financial] results [removed: and liquidity, and such negative impact may continue well beyond the containment] of [removed: the pandemic.][added: operations.]

[removed: destinations, unknown cancellations and timing of redeployments and a general impact on consumer sentiment regarding cruise travel, there] [added: There] are remaining uncertainties about when our full fleet will be back in service at historical occupancy levels and, accordingly, we cannot estimate the impact on our business, financial condition or near- or longer-term financial or operational results with certainty; however, we [removed: will report a net loss for the quarter ending March 31, 2021 and] expect to report a net loss until we are able to resume [added: regular] voyages.

We [removed: have also undertaken] [added: undertook] several proactive cost reduction and cash conservation measures to mitigate the financial and operational impacts of the COVID-19 pandemic, [removed: through] [added: including] the reduction of capital expenditures [added: and deferral of debt amortization] as well as a reduction in operating expenses, including ship operating expenses and selling, general and administrative expenses.

Cost savings initiatives to reduce selling, general and administrative [removed: expenses] [added: expenses, which had] already [added: been] implemented [removed: include] [added: at] the [added: beginning of 2021, included the] significant reduction or deferral of marketing expenditures, the implementation of hiring freezes, a 20% salary or hours reduction for certain shoreside team members, a pause in our 401(k) matching [removed: contributions and] [added: contributions,] corporate travel freezes for shoreside [removed: employees.][added: employees, and employee furloughs.]

Total revenue decreased [removed: 80.2%] [added: 49.4%] to [removed: $1.3] [added: $0.6] billion for the year ended December 31, [removed: 2020] [added: 2021] compared to [removed: $6.5] [added: $1.3] billion for the year ended December 31, [removed: 2019.][added: 2020.]

Capacity Days decreased by [removed: 78.6%.][added: 18.1%.]

For the year ended December 31, [removed: 2019,] [added: 2021,] we had net [removed: income] [added: loss] and diluted EPS of [removed: $930.2 million] [added: $(4.5) billion] and [removed: $4.30,] [added: $(12.33),] respectively.

Operating [removed: income (loss)] [added: loss] decreased [removed: 395.7%] [added: 26.7%] to [removed: $(3.5)] [added: $(2.6)] billion for the year ended December 31, [removed: 2020] [added: 2021] from [removed: $1.2] [added: $(3.5)] billion for the year ended December 31, [removed: 2019.][added: 2020.]

We had Adjusted Net Loss and Adjusted EPS of [removed: $(2.2)] [added: $(2.9)] billion and [removed: $(8.64),] [added: $(8.07),] respectively, for the year ended December 31, [removed: 2020,] [added: 2021,] including [removed: $1.8] [added: $1.6] billion of adjustments primarily consisting of [removed: expenses related to non-cash share-based compensation,] losses on the extinguishment and modification of [removed: debt and impairment losses,] [added: debt,] compared to 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.]

A [removed: 154.0%] [added: 65.0%] decrease in Adjusted EBITDA was incurred for the same period.

| ​ | ​ | Year Ended December 31, | | | | | [added: ​ |]

| | ● | Expected increase in revenue per passenger cruise day through a combination of both passenger ticket and onboard revenue as compared to 2019; |

We believe our estimates and judgments with respect to our long-lived assets, principally ships, goodwill, tradenames and other indefinite-lived intangible assets are reasonable.

Nonetheless, if there was a material change in assumptions used in the determination of such fair values or if there is a material change in the conditions or circumstances that influence such assets, we could be required to record an impairment charge.

If a material change occurred or the result of the qualitative assessment indicated it is more likely than not that the estimated fair value of the asset is less than its carrying value, we would conduct a quantitative assessment comparing the fair value to its carrying value.

For our annual impairment evaluation, we performed a qualitative assessment for the Regent Seven Seas reporting unit and of each brand’s trade names.

As part of our analysis, we performed an assessment of the key assumptions impacting the quantitative tests performed in 2020 and performed sensitivities on cash flow projections, discount rates and royalty rates.

Trade names were $500.5 million as of December 31, 2021.

As of December 31, 2021, our annual impairment reviews support the carrying values of these assets.

For example, for the year ended December 31, 2020, we incurred $1.6 billion related to impairment losses.

In the third quarter of 2021, we began a phased relaunch of certain cruise voyages with ships initially operating at reduced occupancy levels.

Beginning in December 2021, the spread of the Omicron variant of COVID-19, with its increased transmissibility, caused several operational challenges and disruptions, including new travel restrictions and increased protocols in ports of call limiting port availability, which led to the cancellation of certain voyages in the fourth quarter of 2021 and first quarter of 2022, and the postponement of the restart of certain vessels.

As of the date hereof, 16 of our 28 ships, or 70% of our Berth capacity, are operating with guests on board.

This excludes a vessel which was paused from service beginning December 2021 due to the cancellation of its South Africa and related itineraries as a result of travel restrictions and other operational challenges due to the Omicron variant.

We continue to execute on the phased relaunch plans for our 28-ship fleet.

We expect to have approximately 85% of capacity operating by the end of the first quarter of 2022 with the full fleet expected to be back in operation during the early part of the second quarter of 2022.

Refer to “Item 1A.

Risk Factors” for further details regarding the uncertainties of returning to sailing at full fleet capacity, and “Item 1A.

Risk Factors—If our phased restart of cruise operations does not resume as planned, we may not be in compliance with maintenance covenants in certain of our debt facilities” for details regarding the potential effect of delays on our debt covenants.

In connection with the expiration of the Temporary Extension and Modification of Framework for Conditional Sailing Order on January 15, 2022, the CDC announced that it would be implementing the COVID-19 Program for Cruise Ships Operating in U.S. Waters (the “Program”), a voluntary COVID-19 risk mitigation program for foreign-flagged cruise ships operating in U.S. waters.

The CDC released details regarding the Program in February 2022, which we have reviewed.

We currently remain opted into the Program.

As part of our SailSAFE health and safety program, our SailSAFE Global Health and Wellness Council, chaired by former head of the U.S. Food and Drug Administration, Dr. Scott Gottlieb, continues to advise the Company on health and safety protocols in light of advancements in medicine and technology.

Refer to “Item 1A.

Risk Factors” for further details regarding the significant impact the COVID-19 pandemic has had, and is expected to continue to have, on our financial condition and operations.

These programs were in place for cruises booked through specific time periods specified by brand.

Certain cruises booked for certain periods, will be permitted a 60-day cancellation window for refunds.

​

​

Net booking volumes at the beginning of the fourth quarter of 2021 continued to demonstrate substantial week-over-week sequential growth after the slowdown in booking activity caused by the Delta variant of COVID-19.

Net booking volumes in the latter part of the fourth quarter of 2021 began to be negatively impacted by the Omicron variant of COVID-19, primarily for close-in voyages in the first and second quarters of 2022.

In recent weeks, as the Omicron wave subsided, net booking trends have improved sequentially.

Booked position for each quarter compared to the comparable quarter in 2019 improves sequentially through the year.

Booking trends for 2023 demonstrate continued strong demand for sailings with booked position and pricing higher and at record levels when compared to bookings for 2020 in 2019.

As a result of Omicron variant-related impacts to operations in the first quarter of 2022, we now expect net cash provided by operating activities to be positive during the second quarter of 2022.

Refer to “Item 1A.

Risk Factors” for further details regarding the significant impact the COVID-19 pandemic has had, and is expected to continue to have, on our financial condition and operations.

​

​

We have taken the following additional actions to enhance our liquidity profile and financial flexibility:

| | ● | In November 2021, we executed a $1 billion commitment through August 15, 2022 that provides additional liquidity to the Company. The Company has not drawn and currently does not intend to draw under this commitment. If drawn, this commitment will convert into an unsecured note maturing in April 2024. |

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.

| | ● | 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 also may conduct a quantitative assessment comparing the estimated fair value of each reporting unit to its carrying value, including goodwill.

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.

Our discounted cash flow valuation reflects our principal assumptions of 1) forecasted future operating results and growth rates, 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 participants.

Historically, our Step 1 Test consisted of a combined approach using discounted future cash flows and market multiples 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.

For the trade names, we use the relief from royalty method, which uses the same forecasts and discount rates from the discounted cash flow valuation in the goodwill assessment along with a trade name royalty rate assumption.

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.

Based on the results of the Step 1 Tests at December 31, 2020, we determined there was no further impairment of goodwill because the estimated fair value of the Regent Seven Seas reporting unit substantially exceeded the carrying value.

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

We believe that we have made reasonable estimates and judgments.

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

The duration of any voluntary suspensions we have implemented and the resumption of operations both inside and outside of the United States will be dependent, in part, on our ability to comply with the Conditional Order, the severity and duration of the COVID-19 global pandemic, including further resurgences and new variants of COVID-19, the availability, distribution and efficacy of vaccines and therapeutics for COVID-19, the lifting of various travel restrictions and travel bans issued by various countries and communities around the world, as well as the availability of ports.

For more information on the impact of COVID-19 on our business, see “Impact of COVID-19” and “Strategy for COVID-19” in Part I Item 1-Business in this annual report on Form 10-K.

Our brands currently expect to provide cash refunds for cash bookings for future sailings we may cancel.

While overall booking volumes since the emergence of the COVID-19 global pandemic remain below historical levels, there continues to be demand for future cruise vacations.

Despite reduced sales and marketing investments, and a travel agency industry that has not been at full strength for months, bookings have been strong for future periods resulting in an elongated booking window as guests book further into the future.

The Company’s overall cumulative booked position for the second half of 2021 remains below historical levels, driven by continued uncertainty around timing of the resumption of cruising and the shift of limited marketing investments to 2022 sailings.

Pricing for the second half of 2021 is in line with pre-pandemic levels, even after including the dilutive impact of future cruise credits.

While still early in the booking cycle, 2022 booking trends are very positive driven by strong pent up demand.

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

Due to the unknown duration and extent of the COVID-19 pandemic, uncertainty surrounding the availability of COVID-19 vaccines and therapeutics, travel restrictions and advisories, uncertainties around our ability to comply with the Conditional Order, the potential unavailability of ports and/or

In March 2020, NCLC borrowed the full amount of $1.55 billion under its existing $875 million Revolving Loan Facility and its then existing $675 million Epic Credit Facility.

Since March 2020, we have taken several actions to bolster our financial position while our global cruise voyages are currently suspended, including a series of debt and equity financing transactions completed in May, July, November and December 2020.

In May 2020, NCLH and NCLC launched a series of capital markets transactions and raised approximately $2.4 billion, including the full exercise of options to purchase additional ordinary shares and exchangeable notes.

In July 2020, NCLH and NCLC launched a series of capital markets transactions and raised approximately $1.5 billion, including the full exercise of the option to purchase additional ordinary shares and partial exercise of the option to purchase additional exchangeable notes.

From the proceeds, approximately $675 million was used to repay the Epic Credit Facility, which was terminated in July 2020.

In November 2020, NCLH launched an offering of ordinary shares and raised $824 million.

In December 2020, NCLC launched an offering of its 5.875% Senior Notes due 2026 (the “2026 Senior Unsecured Notes”) and raised approximately $850 million.

We have returned certain shoreside team members to full salary and hours and expect to continue to do so over time as we prepare to resume cruise voyages.

Further, as part of our ongoing strategy to improve our ability to sustain the long-term health of the business and to preserve financial flexibility during the COVID-19 crisis, we have furloughed certain shoreside employees, subject to change based on business needs.

While on furlough, employees will not receive salary or hourly wages, but will continue to receive health benefit coverage if they currently participate in a Company-sponsored plan.

The ongoing effects of COVID-19 on our operations and global bookings have had a significant adverse effect on our results of operations for the year ended December 31, 2020 compared to the year ended December 31, 2019.

As of December 31, [removed: 2020,] [added: 2021,] we had [added: an] interest rate swap [removed: and collar agreements] to hedge our exposure to interest rate movements and to manage our interest expense.

As of December 31, [removed: 2019, 78%] [added: 2021, 72%] of our debt was fixed and [removed: 22%] [added: 28%] was variable, which includes the effects of the interest rate [removed: swaps and collars.][added: swap.]

The notional amount of outstanding debt associated with the interest rate derivative agreements was [removed: $1.7] [added: $0.2] billion as of [added: December 31, 2021.]

The change in our fixed rate percentage from December 31, [removed: 2019] [added: 2020] to December 31, [removed: 2020] [added: 2021] was primarily due to the maturity of interest rate swaps.

Based on our December 31, [removed: 2020] [added: 2021] outstanding variable rate debt balance, a one percentage point increase in annual LIBOR interest rates would increase our annual interest expense by approximately [removed: $31.9] [added: $35.6] million excluding the effects of capitalization of interest.

As of December 31, [removed: 2020,] [added: 2021,] 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, 2020, the] payments not hedged [removed: aggregate] [added: aggregated] €5.0 billion, or $6.1 [removed: billion] [added: billion,] based on the euro/U.S. dollar exchange rate as of December 31, 2020.

[removed: As of December 31, 2019, the] [added: The] payments not hedged [removed: aggregated €3.0] [added: aggregate €5.0] billion, or [removed: $3.4 billion,] [added: $5.7 billion] based on the euro/U.S. dollar exchange rate as of December 31, [removed: 2019.][added: 2021.]

We estimate that a 10% change in the euro as of December 31, [removed: 2020] [added: 2021] would result in a $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: 15.6%] [added: 18.8%] for the year ended December 31, [removed: 2020] [added: 2021] and [removed: 11.2%] [added: 15.6%] for the year ended December 31, [removed: 2019.][added: 2020.]

We use fuel derivative agreements to mitigate the financial impact of fluctuations in fuel prices and as of December 31, [removed: 2020,] [added: 2021,] excluding fuel swaps for transactions that are no longer probable of occurrence, we had hedged approximately [removed: 59%, 37%] [added: 42%] and [removed: 15%] [added: 24%] of our [removed: 2021,] 2022 and 2023 projected metric tons of fuel purchases, respectively.

As of December 31, [removed: 2019,] [added: 2020,] we had hedged approximately [removed: 50%] [added: 37%] and [removed: 18%] [added: 15%] of our [removed: 2021 and] 2022 [added: and 2023] projected metric tons of fuel purchases, respectively.

Additional [removed: hedges] [added: fuel swaps] were executed between December 31, [removed: 2019] [added: 2020] to December 31, [removed: 2020] [added: 2021] to lower our fuel price risk.

We estimate that a 10% increase in our weighted-average fuel price would increase our anticipated [removed: 2021] [added: 2022] fuel expense by [removed: $29.5] [added: $63.3] million.

This increase would be partially offset by an increase in the fair value of our fuel swap agreements of [removed: $17.5] [added: $33.1] million.

The change from December 31, 2020 to December 31, 2021 included the addition of foreign currency hedges offset by the maturity of certain foreign currency hedges.

December 31, 2019.

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

As of December 31, [removed: 2020,] [added: 2021,] we had 28 ships with approximately 59,150 Berths and had orders for nine additional ships to be delivered through 2027.

For the Norwegian brand, [removed: Project Leonardo will introduce] [added: we have] six [removed: additional ships] [added: Prima Class Ships on order,] with expected delivery dates from 2022 through 2027.

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

[removed: We expect] [added: In the third quarter of 2021, we began] a [removed: gradual] phased relaunch of [removed: our ships after the voyage suspension period,] [added: certain cruise voyages] with [removed: our] ships initially operating at reduced occupancy levels.

[removed: *Swift Execution] [added: *Execution] of Financial Action Plan*

We [removed: have] also [removed: undertaken] [added: undertook] several proactive cost reduction and cash conservation measures to mitigate the financial and operational impacts of [removed: COVID-19, through] the [added: COVID-19 pandemic, including the] reduction of capital expenditures [added: and deferral of debt amortization] as well as [removed: reductions] [added: a reduction] in operating expenses, including ship operating expenses and selling, general and administrative expenses.

[removed: We] [added: In response to the public health environment brought on by the COVID-19 pandemic, we] have developed [added: SailSAFETM,] 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 [added: industry in the development of new and enhanced cruise health and safety standards.]

The panel’s recommendations [removed: are informing] [added: have informed] new detailed health and safety protocols for our return-to-service plan.

[removed: We] [added: Nevertheless, we] continue to work [removed: through the requirements of the Conditional Order and work] with [removed: the CDC and] other federal agencies, public health authorities and national and local governments in areas where we operate to take all necessary measures to protect our guests, crew and the communities visited [removed: once operations resume.][added: as we continue to resume operations.]

The timing for returning [removed: our] ships to [removed: service] [added: service, the level of occupancy on our ships] and the percentage of our fleet in service will depend on a number of factors including, but not limited to, the duration and extent of the COVID-19 pandemic, [removed: including] further resurgences and new [added: more contagious and/or vaccine-resistant] variants of COVID-19, the availability, [removed: distribution] [added: distribution, rate of public acceptance] and efficacy of vaccines and therapeutics for COVID-19, our ability to comply with [removed: the Conditional Order,] [added: governmental regulations and implement new health and safety protocols,] port availability, travel restrictions, bans and advisories and our ability to re-staff [removed: our ships and implement new enhanced health and safety protocols.][added: certain ships.]

| Ship (1) | | [removed: Year Built] [added: YearBuilt] | | Primary Areas of Operation | | [removed: |]

| Norwegian | ​ | | ​ | | [removed: |] ​ |

| [removed: Project Leonardo 1 (2)] [added: Norwegian Escape] | ​ | [removed: 2022] [added: 2015] | ​ | The Bahamas, Bermuda, Canada & New England, Caribbean, Europe | [removed: |] ​ |

| Norwegian Encore | ​ | 2019 | ​ | Alaska, [added: the Bahamas,] Caribbean, Central [removed: America |] [added: America, Mexico-Pacific, U.S. West Coast] | ​ |

| Norwegian Bliss | ​ | 2018 | ​ | Alaska, [removed: The Bahamas, Bermuda,] Caribbean, [removed: Mexico-Pacific |] [added: Central America, Mexico-Pacific, U.S. West Coast] | ​ |

| Norwegian Joy | ​ | 2017 | ​ | [removed: Alaska,] [added: The Bahamas,] Bermuda, Canada & New England, Caribbean, Central America, Mexico-Pacific | [removed: |] ​ |

| Norwegian [removed: Escape] [added: Breakaway] | ​ | [removed: 2015] [added: 2013] | ​ | Bermuda, Canada & New England, Caribbean, Europe | [removed: |] ​ |

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

| Norwegian [removed: Breakaway] [added: Gem] | ​ | [removed: 2013] [added: 2007] | ​ | [added: The Bahamas,] Bermuda, Canada & New England, Caribbean, [added: Central America,] Europe | [removed: |] ​ |

| Norwegian Epic | ​ | 2010 | ​ | [added: Bermuda,] Caribbean, Europe | [removed: |] ​ |

| [removed: Norwegian Gem] [added: Oceania Vista (3)] | ​ | [removed: 2007] [added: 2023] | ​ | The Bahamas, Bermuda, Canada & New England, Caribbean, [added: Central America,] Europe, Mexico-Pacific | [removed: |] ​ |

| Norwegian Jade | ​ | 2006 | ​ | Africa, Asia, [added: the Bahamas,] Caribbean, Europe | [removed: |] ​ |

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

| Norwegian [removed: Jewel] [added: Spirit] | ​ | [removed: 2005] [added: 1998] | ​ | Alaska, Australia & New Zealand, [removed: Central America,] Hawaii, [removed: Mexico-Pacific,] South Pacific | [removed: |] ​ |

| Pride of America | ​ | 2005 | ​ | Hawaii | [removed: |] ​ |

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

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

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

| Norwegian Sky | ​ | 1999 | ​ | The Bahamas, [removed: Caribbean |] [added: Bermuda, Canada & New England, Caribbean, Central America] | ​ |

| Oceania Cruises | ​ | ​ | ​ | | [removed: |] ​ |

| Oceania Riviera | ​ | 2012 | ​ | [added: Africa, Asia, Bermuda,] Caribbean, Europe | [removed: |] ​ |

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

| Oceania Sirena | ​ | 1999 | ​ | [removed: Africa, Asia,] [added: The Bahamas, Bermuda,] Caribbean, [added: Central America,] Europe | [removed: |] ​ |

| Oceania Regatta | ​ | 1998 | ​ | Alaska, Asia, Australia & New Zealand, [added: Hawaii, Mexico-Pacific,] South [removed: Pacific |] [added: Pacific, U.S. West Coast] | ​ |

| Oceania Insignia | ​ | 1998 | ​ | Africa, [removed: Alaska,] Asia, [added: Australia & New Zealand,] Bermuda, Canada & New England, Caribbean, [added: Central America,] Europe, Hawaii, Mexico-Pacific, South America, South [removed: Pacific |] [added: Pacific, U.S. West Coast] | ​ |

| Regent | | | | | | [removed: |]

| Seven Seas Splendor | ​ | 2020 | ​ | [added: The Bahamas, Bermuda,] Caribbean, Central America, [removed: Europe] [added: Europe, Mexico-Pacific, South America] | ​ | [removed: |]

| Seven Seas Explorer | ​ | 2016 | ​ | [added: Africa,] Alaska, Asia, Australia & New Zealand, [added: the Bahamas,] Caribbean, [removed: Europe] [added: Central America, Europe, Mexico-Pacific] | ​ | [removed: |]

| Seven Seas Voyager | ​ | 2003 | ​ | Africa, [removed: Asia, Australia & New Zealand,] [added: Antarctica, Bermuda, Caribbean,] Europe, South America | ​ | [removed: |]

Due to COVID-19, we temporarily suspended all global cruise voyages from March 2020 until July 2021, when we resumed cruise voyages on a limited basis.

Due to the impact of COVID-19, travel restrictions and limited access to ports around the world, in March 2020, the Company implemented a voluntary suspension of all cruise voyages across our three brands.

Beginning in December 2021, the spread of the Omicron variant of COVID-19, with its increased transmissibility, caused several operational challenges and disruptions, including new travel restrictions and increased protocols in ports of call limiting port availability, which led to the cancellation of certain voyages in the fourth quarter of 2021 and first quarter of 2022, and the postponement of the restart of certain vessels.

As of the date hereof, 16 of our 28 ships, or 70% of our Berth capacity, are operating with guests on board.

This excludes a vessel which was paused from service beginning December 2021 due to the cancellation of its South Africa and related itineraries as a result of travel restrictions and other operational challenges due to the Omicron variant.

We expect to have approximately 85% of capacity operating by the end of the first quarter of 2022 with the full fleet expected to be back in operation during the early part of the second quarter of 2022.

In connection with the expiration of the Temporary Extension and Modification of Framework for Conditional Sailing Order on January 15, 2022, the CDC announced that it would be implementing the COVID-19 Program for Cruise Ships Operating in U.S. Waters (the “Program”), a voluntary COVID-19 risk mitigation program for foreign-flagged cruise ships operating in U.S. waters.

The CDC released details regarding the Program in February 2022, which we have reviewed.

We currently remain opted into the Program.

As part of our SailSAFE health and safety program, our SailSAFE Global Health and Wellness Council, chaired by former head of the U.S. Food and Drug Administration, Dr. Scott Gottlieb, continues to advise the Company on health and safety protocols in light of advancements in medicine and technology.

_Health and Safety_

The Company also further extended its depth and breadth of experts with the formation of its SailSAFE Global Health and Wellness Council, comprised of four experts at the forefront of their fields and led by Chairman Dr. Scott Gottlieb.

The Council’s work complements the Healthy Sail Panel initiative and focuses on the implementation, compliance with and continuous improvement of health and safety protocols across the Company’s operations.

_Port Availability_

In preparation for our resumption of operations, we coordinated closely with the homeports and ports of call around the world in which we had previously operated.

Based on the openness and availability of ports, we drafted a voyage resumption plan with a slate of voyages, which we have modified as additional ports opened or temporarily closed for cruise traffic.

Due to varied embarkation and disembarkation requirements by port, we are implementing processes to inform passengers of local regulations and requirements.

We remain in contact with ports of call to ensure accessibility and any need for modifications due to port availability.

We continue to take proactive measures to enhance liquidity and financial flexibility in the current environment.

In March 2021, we received additional financing through various debt financings and an equity offering, collectively totaling $2.7 billion in gross proceeds.

From the proceeds, approximately $1.5 billion was used to extinguish debt.

In November 2021, the Company executed a $1 billion commitment through August 15, 2022 that provides additional liquidity to the Company.

Also in November 2021, we received additional financing through a debt financing and an equity offering, collectively totaling $2.3 billion in gross proceeds.

From the proceeds, approximately $2.0 billion was used to extinguish debt.

In addition, in February 2022, we received additional financing through various debt financings, collectively totaling $2.1 billion in gross proceeds, all of which has been, or will be, used to redeem all of the outstanding 2024 Senior Secured Notes and 2026 Senior Secured Notes and to make principal payments on debt maturing in the short-term, including, in each case, to pay any accrued and unpaid interest thereon, as well as related premiums, fees and expenses.

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

*Resumption of Operations*

We began a phased relaunch of cruise voyages in July 2021.

Initially, each newly launched ship is expected to operate at reduced occupancy, which will gradually increase over time.

We plan to continue gradually launching ships from each brand through the early part of the second quarter of 2022.

Based on the current conditions, we are planning for all ships to sail at full capacity by the end of 2022.

Refer to “Item 1A.

Risk Factors” for further details regarding the uncertainties of returning to sailing at full fleet capacity, and “Item 1A.

Risk Factors—If our phased restart of cruise operations does not resume as planned, we may not be in compliance with maintenance covenants in certain of our debt facilities” for details regarding the potential effect of delays on our debt covenants.

Our COVID-19 vaccination policy requires that all guests, with the exception of guests under the age of 12 on Norwegian Cruise Line sailings beginning March 1, 2022, and all crew must be vaccinated.

In the U.S., certain states have enacted legislation prohibiting companies from verifying the vaccination status of guests.

We challenged such a

prohibition in Florida in court and received a preliminary injunction allowing us to operate as planned.

As a result of regulatory requirements and other logistical challenges, the timeline for our ability to return our entire fleet to cruises is fluid.

| ​ | | | | | |

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

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.

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.

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.

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*

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

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.

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

These phases include: a) the establishment of laboratory testing of crew onboard cruise ships in U.S. waters; b) simulated voyages designed to test a cruise ship operator’s ability to mitigate COVID-19 on cruise ships; c) a certification process; and d) a return to passenger voyages in a manner that mitigates the risk of COVID-19 introduction, transmission or spread among passenger and crew onboard ships and ashore to communities.

The Conditional Order replaced the CDC’s No Sail Order that expired on October 31, 2020 and will remain in effect until the earlier of a) the expiration of the Secretary of Health and Human Services’ declaration that COVID-19 constitutes a public health emergency, b) the CDC Director’s rescission or modification of the Conditional Order based on specific public health or other considerations, or c) November 1, 2021.

Additionally, pursuant to the Conditional Order, the CDC may issue additional requirements through technical instructions or orders as needed and the phases described above may be subject to change based on public health considerations, including the trajectory of the pandemic and the ability of cruise ship operators to successfully employ measures that mitigate the risk of COVID-19.

Significant uncertainties remain regarding specific requirements of the Conditional Order including pending technical instructions from the CDC.

We have begun the planning process to implement some of these recommendations, including purchasing related equipment and supplies.

| ​ | | | | | | |

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

| ​ | ​ | ​ | ​ | ​ | | ​ |

| Norwegian Spirit | ​ | 1998 | ​ | Africa, Alaska, Asia, Australia & New Zealand, Europe, Hawaii | | ​ |

| Oceania Nautica | ​ | 2000 | ​ | Africa, Asia, Europe | | ​ |

deliver on our mission.

Upon our return to service, social distancing or other guidelines may impact the guest experience.

destinations or fine-tuning itineraries, with the goal of diversifying our deployment and creating product scarcity which, in turn, leads to higher pricing.

the opportunity to market cruises to these guests.

Cost Containment Initiatives

We have a flat organizational structure which results in efficient operations with better and faster sharing of best practices.

We continue to leverage the combined purchasing power of our three brands to further reduce costs throughout the organization.

This initiative is bolstered by our Supply Chain and Logistics Management function which supports our three brands as well as our corporate and international offices.

Our new ships are designed to enhance energy efficiency and we have several initiatives in place to improve efficiency on our existing fleet including LED lighting upgrades, waste heat recovery, new hull coatings and itinerary optimization.

We also continue to enhance and expand our use of digital marketing and social media to drive further cost efficiencies.

Refer to “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for information on our current cash conservation measures.

We significantly reduced our marketing activities in 2020 due to the suspension of cruise voyages as a result of the COVID-19 pandemic.

See [removed: “Item] [added: “[Item] 8—Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 13 Commitments and [removed: Contingencies”] [added: Contingencies](#_13._Commitments_and)”] in Part II of this annual report for information about [added: material] legal proceedings.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

As of June 30, [removed: 2020,] [added: 2021,] 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: $4.2] [added: $10.8] billion.

There were [removed: 315,741,941] [added: 417,086,224] ordinary shares outstanding as of February 16, [removed: 2021.][added: 2022.]

Portions of the Proxy Statement for the registrant’s [removed: 2021] [added: 2022] Annual General Meeting of Shareholders, to be filed with the Securities and Exchange Commission not later than 120 days after December 31, [removed: 2020,] [added: 2021,] are incorporated by reference in Part III herein.

| [Item 1A.](#Item1ARiskFactors_560063) | [Risk Factors](#Item1ARiskFactors_560063) | [removed: 31] [added: 33] |

| [Item 1B.](#Item1BUnresolvedStaffComments_860256) | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_860256) | [removed: 46] [added: 48] |

| [Item 2.](#Item2Properties_501929) | [Properties](#Item2Properties_501929) | [removed: 46] [added: 48] |

| [Item 3.](#Item3LegalProceedings_239827) | [Legal Proceedings](#Item3LegalProceedings_239827) | [removed: 46] [added: 48] |

| [Item 4.](#Item4MineSafetyDisclosures_474955) | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_474955) | [removed: 47] [added: 48] |

| [Item 5.](#Item5MarketforRegistrantsCommonEquity_53) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item5MarketforRegistrantsCommonEquity_53) | [removed: 48] [added: 49] |

| [Item 7A.](#Item7AQuantitativeandQualitativeDisclosu) | [Quantitative and Qualitative Disclosures about Market Risk](#Item7AQuantitativeandQualitativeDisclosu) | [removed: 68] [added: 67] |

| [Item 8.](#Item8FinancialStatementsandSupplementary) | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | [removed: 69] [added: 68] |

| [Item 9.](#Item9ChangesInandDisagreementsWithAccoun) | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#Item9ChangesInandDisagreementsWithAccoun) | [removed: 69] [added: 68] |

| [Item 9A.](#Item9AControlsandProcedures_599198) | [Controls and Procedures](#Item9AControlsandProcedures_599198) | [removed: 69] [added: 68] |

| [Item 9B.](#Item9BOtherInformation_195488) | [Other Information](#Item9BOtherInformation_195488) | [removed: 70] [added: 69] |

| [Item 10.](#Item10DirectorsExecutiveOfficers_706917) | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficers_706917) | [removed: 71] [added: 70] |

| [Item 11.](#Item11ExecutiveCompensation_622713) | [Executive Compensation](#Item11ExecutiveCompensation_622713) | [removed: 71] [added: 70] |

| [Item 12.](#Item12SecurityOwnershipofCertain_548787) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SecurityOwnershipofCertain_548787) | [removed: 71] [added: 70] |

| [Item 13.](#Item13CertainRelationshipsandRelatedTran) | [Certain Relationships and Related Transactions, and Director Independence](#Item13CertainRelationshipsandRelatedTran) | [removed: 71] [added: 70] |

| [Item 14.](#Item14PrincipalAccountingFeesandServices) | [Principal Accounting Fees and Services](#Item14PrincipalAccountingFeesandServices) | [removed: 71] [added: 70] |

| [Item 15.](#Item15ExhibitsFinancialStatement_319310) | [Exhibits, Financial Statement Schedules](#Item15ExhibitsFinancialStatement_319310) | [removed: 72] [added: 71] |

| [Item 16.](#Item16Form10KSummary_718715) | [Form 10-K Summary](#Item16Form10KSummary_718715) | [removed: 79] [added: 80] |

| [Signatures](#SIGNATURES_43877) | | [removed: 80] [added: 81] |

This annual report includes certain non-GAAP financial measures, such as Net Cruise Cost, Adjusted Net Cruise Cost Excluding Fuel, Adjusted EBITDA, Adjusted Net Income [added: (Loss)] and Adjusted EPS.

| | ● | _Allura Class Ships._ Oceania Cruises’ [removed: two ships] [added: Vista and one additional ship] on order. |

| | ● | _Capacity Days._ [removed: Available] Berths [added: available for sale] multiplied by the number of cruise days for the [removed: period.] [added: period for ships in service.] |

| | ● | [removed: _Epic] [added: _Senior Secured] Credit [removed: Facility_.] [added: Facility._] The Credit Agreement, [added: originally] dated as of [removed: March 5, 2020 (as] [added: May 24, 2013, as] amended [removed: by the Incremental Assumption Agreement, dated] [added: and restated on October 31, 2014, June 6, 2016, October 10, 2017, January 2, 2019 and May 8, 2020, and] as [removed: of April 30, 2020),] [added: further amended on January 29, 2021, March 25, 2021 and November 12, 2021, by and] among [removed: NCLC, Norwegian Epic, Ltd.,] [added: NCLC and Voyager Vessel Company, LLC,] as [removed: borrower,] [added: co-borrowers,] JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, and [removed: certain other] [added: various] lenders [removed: party thereto,] [added: and agents,] providing for a [removed: $675.0 million] senior secured [removed: revolving] credit [removed: facility.] [added: facility consisting of (i) the Revolving Loan Facility and (ii) the Term Loan A Facility.] |

| | ● | _Explorer Class Ships._ Regent’s Seven Seas Explorer, Seven Seas Splendor, and [removed: an additional ship on order.] [added: Seven Seas Grandeur.] |

| | ● | _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, [removed: 2020.] [added: 2021.] |

Some of the statements, estimates or projections contained in this [removed: annual] report are “forward-looking statements” within the meaning of the U.S. federal securities laws intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995.

All statements other than statements of historical facts contained, or incorporated by reference, in this [removed: annual] report, including, without limitation, those regarding our business strategy, financial position, results of operations, plans, prospects, actions taken or strategies being considered with respect to our liquidity position, valuation and appraisals of our assets and objectives of management for future operations (including those regarding expected fleet additions, our [removed: voluntary suspension, our] ability to weather the impacts of the [removed: novel coronavirus (“COVID-19”)] [added: COVID-19] pandemic, our expectations regarding the resumption of cruise voyages and the timing for such resumption of cruise voyages, the implementation of and effectiveness of our health and safety protocols, operational position, demand for voyages, [added: plans or goals for our sustainability program and decarbonization efforts, our expectations for future cash flows and profitability,] 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: | | ● | the] [added: ●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 [removed: are] [added: is] expected to continue to adversely impact our results, operations, outlook, plans, goals, growth, reputation, cash flows, liquidity, demand for voyages and share price; [removed: |]

[removed: | | ● |] [added: ●implementing precautions in] coordination [removed: and cooperation] with [removed: the CDC, the federal government] [added: regulators] and global public health authorities to [removed: take precautions to] protect the health, safety and security of guests, crew and the communities [removed: visited] [added: we visit] and [added: to comply with regulatory restrictions related to] the [removed: implementation of any such precautions; |][added: pandemic;]

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

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

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

[removed: | | ● | the] [added: ●the] accuracy of any appraisals of our assets as a result of the impact of [added: the] COVID-19 [added: pandemic] or otherwise; [removed: |]

[removed: | | ● | our] [added: ●our] success in [removed: reducing] [added: controlling] operating expenses and capital [removed: expenditures and the impact of any such reductions; |][added: expenditures;]

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

[removed: | | ● | the] [added: ●the] unavailability of ports of call; [removed: |]

| [Item 6.](#Item6Reserved) | [\[Reserved\]](#Item6Reserved) | 50 |

| [Item 9C.](#Item9CDisclosureRegardingForeignJurisdic) | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item9CDisclosureRegardingForeignJurisdic) | 69 |

| | ● | _2024 Exchangeable Notes_. On May 8, 2020, pursuant to an indenture among NCLC, as issuer, NCLH, as guarantor, and U.S. Bank National Association, as trustee, NCLC issued $862.5 million aggregate principal amount of exchangeable senior notes due 2024. |

| | ● | _2026 Senior Secured Notes_. On July 21, 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 $750.0 million aggregate principal amount of 10.25% senior secured notes due 2026. |

| | ● | _CDC._ The U.S. Centers for Disease Control and Prevention. |

| | ● | _Prima Class Ships._ Norwegian Prima, Norwegian Viva and four additional ships on order. |

●legislation prohibiting companies from verifying vaccination status;

In addition, some of our executive officers and directors have not sold their shares in us since the beginning of the COVID-19 pandemic as a gesture of support for our Company as they navigated us through unprecedented

challenges.

Now that we have resumed operations, we anticipate that our executive officers and directors may sell shares under Rule 10b5-1 plans beginning in the first quarter of 2022 as part of their ordinary course financial planning.

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

| [Item 6.](#Item6SelectedFinancialData_172233) | [Selected Financial Data](#Item6SelectedFinancialData_172233) | 50 |

| | ● | _Project Leonardo._ The next generation of ships for our Norwegian brand. |

| | ● | _Secondary Equity Offering(s)._ Secondary public offering(s) of NCLH’s ordinary shares in December 2018, March 2018, November 2017, August 2017, December 2015, August 2015, May 2015, March 2015, March 2014, December 2013 and August 2013. |

| | ● | _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. |

| | ● | 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; |

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

| | ● | our inability to keep pace with developments in technology; |

None.

Not applicable.

NCLH’s principal executive offices are located in Miami, Florida where we lease approximately [removed: 335,900] [added: 376,100] square feet of facilities.

As of February 16, [removed: 2021,] [added: 2022,] there were [removed: 276] [added: 274] record holders of NCLH’s ordinary shares.

The Stock Performance Graph assumes that $100 was invested at the closing price of our ordinary shares on the Nasdaq and in each index on the last [added: trading day of fiscal 2016.]

[removed: ][added: ]

​

trading day of fiscal 2015.

The following selected financial data should be read in conjunction with the consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this annual report.

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.

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 5 – “Leases” to the Notes to the Consolidated Financial Statements included herein for additional information about our leases.

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

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

| ​ | ​ | As of or for the Year Ended December 31, | | | | | | | | | | | | | | |

| (in thousands, except share data, per | | ​ | ​ | | ​ | ​ | | ​ | ​ | | ​ | ​ | | ​ | ​ | ​ |

| share data and operating data) | ​ | 2020 | | ​ | 2019 | | ​ | 2018 | | ​ | 2017 | | ​ | 2016 | | ​ |

| Statement of operations data: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Total revenue | ​ | $ | 1,279,908 | ​ | $ | 6,462,376 | ​ | $ | 6,055,126 | ​ | $ | 5,396,175 | ​ | $ | 4,874,340 | ​ |

| Operating income (loss) | ​ | $ | (3,484,135) | ​ | $ | 1,178,077 | ​ | $ | 1,219,061 | ​ | $ | 1,048,819 | ​ | $ | 925,464 | ​ |

| Net income (loss) | ​ | $ | (4,012,514) | ​ | $ | 930,228 | ​ | $ | 954,843 | ​ | $ | 759,872 | ​ | $ | 633,085 | ​ |

| EPS: | ​ | | | ​ | | | ​ | | | ​ | | | ​ | | | ​ |

| Basic | ​ | $ | (15.75) | ​ | $ | 4.33 | ​ | $ | 4.28 | ​ | $ | 3.33 | ​ | $ | 2.79 | ​ |

| Diluted | ​ | $ | (15.75) | ​ | $ | 4.30 | ​ | $ | 4.25 | ​ | $ | 3.31 | ​ | $ | 2.78 | ​ |

| Weighted-average shares outstanding: | ​ | | | ​ | | | ​ | | | ​ | | | ​ | | | ​ |

| Basic | ​ | | 254,728,932 | ​ | | 214,929,977 | ​ | | 223,001,739 | ​ | | 228,040,825 | ​ | | 227,121,875 | ​ |

| Diluted | ​ | | 254,728,932 | ​ | | 216,475,076 | ​ | | 224,419,205 | ​ | | 229,418,326 | ​ | | 227,850,286 | ​ |

| Balance sheet data: | ​ | | | ​ | | | ​ | | | ​ | | | ​ | | | ​ |

| Total assets | ​ | $ | 18,399,317 | ​ | $ | 16,684,599 | ​ | $ | 15,205,970 | ​ | $ | 14,094,869 | ​ | $ | 12,973,911 | ​ |

| Property and equipment, net | ​ | $ | 13,411,226 | ​ | $ | 13,135,337 | ​ | $ | 12,119,253 | ​ | $ | 11,040,488 | ​ | $ | 10,117,689 | ​ |

| Long-term debt, including current portion | ​ | $ | 11,806,119 | ​ | $ | 6,801,693 | ​ | $ | 6,492,091 | ​ | $ | 6,307,765 | ​ | $ | 6,398,687 | ​ |

| Total shareholders’ equity | ​ | $ | 4,354,105 | ​ | $ | 6,515,579 | ​ | $ | 5,963,001 | ​ | $ | 5,749,766 | ​ | $ | 4,537,726 | ​ |

| Operating data: | ​ | | ​ | ​ | | ​ | ​ | | | ​ | | | ​ | | | ​ |

| Passengers carried | ​ | | 499,729 | ​ | | 2,695,718 | ​ | | 2,795,101 | ​ | | 2,519,324 | ​ | | 2,337,311 | ​ |

| Passenger Cruise Days | ​ | | 4,278,602 | ​ | | 20,637,949 | ​ | | 20,276,568 | ​ | | 18,523,030 | ​ | | 17,588,707 | ​ |

| Capacity Days | ​ | | 4,123,858 | ​ | | 19,233,459 | ​ | | 18,841,678 | ​ | | 17,363,422 | ​ | | 16,376,063 | ​ |

| Occupancy Percentage | ​ | | 103.8 | % | | 107.3 | % | | 107.6 | % | | 106.7 | % | | 107.4 | % |

Our Consolidated Financial Statements [removed: and Quarterly Selected Financial Data] are included beginning on page F-1 of this report.

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: 2020.][added: 2021.]

[added: 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: 2020,] [added: 2021,] 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: 2020.][added: 2021.]

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting 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: 2020] [added: 2021] 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

​

PART III

Not applicable.

​

PART III

Except for information concerning executive officers (called for by Item 401(b) of Regulation S-K), which is included in Part I of this Annual Report and except as disclosed below with respect to our Code of Ethical Business Conduct, the information required under Item 10 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, [removed: 2020] [added: 2021] in connection with our [removed: 2021] [added: 2022] 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: 2020] [added: 2021] in connection with our [removed: 2021] [added: 2022] 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: 2020] [added: 2021] in connection with our [removed: 2021] [added: 2022] 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: 2020] [added: 2021] in connection with our [removed: 2021] [added: 2022] 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: 2020] [added: 2021] in connection with our [removed: 2021] [added: 2022] Annual General Meeting of Shareholders.

Schedule II: Valuation and Qualifying Accounts for the three years ended December 31, [removed: 2020] [added: 2021] are included on page [removed: 79.][added: 81.]

| [removed: 3.2] [added: 3.3] | | [Amended and Restated Bye-Laws of Norwegian Cruise Line Holdings Ltd., effective as of June 13, 2019 (incorporated herein by reference to Exhibit 3.2 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on June 14, 2019 (File No. 001-35784))](http://www.sec.gov/Archives/edgar/data/1513761/000114420419031027/tv523567_ex3-2.htm) |

| 4.2 | ​ | [Indenture, dated May 8, 2020, by and among NCL Corporation Ltd., as issuer, Norwegian Cruise Line Holdings Ltd., as guarantor, and U.S. Bank National Association, as [removed: trustee] [added: trustee, with respect to the 6.00% exchangeable senior notes due 2024] (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on May 11, 2020 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465920059522/tm2018925d1_ex4-1.htm) |

| [removed: 4.3] [added: 4.4] | ​ | [Indenture, dated [removed: May 14,] [added: December 18,] 2020, by and among NCL Corporation Ltd., as issuer, the guarantors [removed: party thereto] [added: named therein] and U.S. Bank National Association, as trustee, principal paying agent, transfer [removed: agent, registrar and security] agent [added: and registrar, with respect to the 5.875% senior notes due 2026] (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on [removed: May 15,] [added: December 18,] 2020 (File No. [removed: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465920062155/tm2019705d1_ex4-1.htm)] [added: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465920137422/tm2038840d1_ex4-1.htm)] |

| [removed: 4.4] [added: 4.3] | ​ | [Indenture, dated [removed: May 28,] [added: July 21,] 2020, by and among NCL Corporation Ltd., as issuer, Norwegian Cruise Line Holdings Ltd., as guarantor, and U.S. Bank National Association, as [removed: trustee] [added: trustee, with respect to the 5.375% exchangeable senior notes due 2025] (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on [removed: May 28,] [added: July 21,] 2020 (File No. [removed: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465920067100/tm2021181d1_ex4-1.htm)] [added: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465920085273/tm2025153d1_ex4-1.htm)] |

| [removed: 4.5] [added: 4.6] | ​ | [Indenture, dated [removed: July 21, 2020,] [added: November 19, 2021,] by and among NCL Corporation Ltd., as issuer, Norwegian Cruise Line Holdings Ltd., as guarantor, and U.S. Bank National Association, as [removed: trustee] [added: trustee, with respect to 1.125% exchangeable senior notes due 2027] (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on [removed: July 21, 2020] [added: November 19, 2021] (File No. [removed: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465920085273/tm2025153d1_ex4-1.htm)] [added: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465921141928/tm2133404d1_ex4-1.htm)] |

| [removed: 4.6] [added: 4.7] | ​ | [Indenture, dated [removed: July 21, 2020,] [added: February 18, 2022,] by and among NCL Corporation Ltd., as issuer, the guarantors party thereto and U.S. Bank [added: Trust Company,] National Association, as trustee, principal paying agent, transfer agent, registrar and security [removed: agent] [added: agent, with respect to 5.875% senior secured notes due 2027] (incorporated herein by reference to Exhibit 4.2 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on [removed: July 21, 2020] [added: February 22, 2022] (File No. [removed: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465920085273/tm2025153d1_ex4-2.htm)] [added: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465922025637/tm227155d1_ex4-2.htm)] |

| [removed: 4.7] [added: 4.5] | ​ | [Indenture, dated [removed: December 18, 2020,] [added: March 3, 2021,] by and among NCL [removed: Corporation] [added: Finance,] Ltd., as issuer, [added: NCL Corporation Ltd., as guarantor,] the [added: other] guarantors named therein and U.S. Bank National Association, as trustee, principal paying agent, transfer agent and [removed: registrar] [added: registrar, with respect to the 6.125% senior notes due 2028] (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on [removed: December 18, 2020] [added: March 3, 2021] (File No. [removed: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465920137422/tm2038840d1_ex4-1.htm)] [added: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465921031450/tm218546d1_ex4-1.htm)] |

| [removed: 4.8] [added: 4.10] | | [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. [removed: 333-175579))](http://www.sec.gov/Archives/edgar/data/1513761/000119312513006058/d345508dex47.htm)] [added: 333-175579))](https://www.sec.gov/Archives/edgar/data/1513761/000119312513006058/d345508dex47.htm)] |

| [removed: 4.9] [added: 4.11] | ​ | [Description of Securities of Norwegian Cruise Line Holdings [removed: Ltd.](https://www.sec.gov/Archives/edgar/data/1513761/000155837021001998/nclh-20201231xex4d9.htm)] [added: Ltd.](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex4d11.htm)] |

| [removed: 10.1] [added: 10.1] | ​ | [removed: [Third] [added: [Fourth] Amendment Agreement, dated [removed: February 18,] [added: December 23,] 2021, to Breakaway One Credit Agreement, dated November 18, 2010, by and among Breakaway One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders party thereto, KfW IPEX-Bank GmbH, as facility agent, collateral agent and CIRR agent, Nordea Bank Abp, filial i Norge, as documentation agent, Commerzbank Aktiengesellschaft, as Hermes agent, and the other parties [removed: thereto (incorporated herein by reference to Exhibit 10.16 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 23, 2021 (File No. 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-16.htm)] [added: thereto#†](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d1.htm)] |

| [removed: 10.2] [added: 10.2] | ​ | [removed: [Fourth] [added: [Fifth] Amendment Agreement, dated [removed: February 18,] [added: December 23,] 2021, to Breakaway Two Credit Agreement, dated November 18, 2010, by and among Breakaway Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders party thereto, KfW IPEX-Bank GmbH, as facility agent, collateral agent and CIRR agent, Nordea Bank Abp, filial i Norge, as documentation agent, Commerzbank Aktiengesellschaft, as Hermes agent, and the other parties [removed: thereto (incorporated herein by reference to Exhibit 10.17 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 23, 2021 (File No. 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-17.htm)] [added: thereto#†](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d2.htm)] |

| [removed: 10.3] [added: 10.3] | | [removed: [Second] [added: [Third] Supplemental Agreement, dated [removed: February 18,] [added: December 23,] 2021, to Breakaway Three Credit Agreement, dated October 12, 2012, by and among Breakaway Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR [removed: agent (incorporated herein by reference to Exhibit 10.18 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 23, 2021 (File No. 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-18.htm)] [added: agent#†](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d3.htm)] |

| [removed: 10.4] [added: 10.4] | | [removed: [Third] [added: [Fourth] Supplemental Agreement, dated [removed: February 18,] [added: December 23,] 2021, to Breakaway Four Credit Agreement, dated October 12, 2012, by and among Breakaway Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders therein defined and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR [removed: agent (incorporated herein by reference to Exhibit 10.19 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 23, 2021 (File No. 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-19.htm)] [added: agent#†](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d4.htm)] |

| 10.5 | | [removed: [Fifth] [added: [Amendment Agreement to Fifth] Amended and Restated Credit Agreement, dated [removed: May 8, 2020,] [added: November 12, 2021,] by and among NCL Corporation Ltd., as borrower, Voyager Vessel Company, LLC, as co-borrower, the subsidiary guarantors party thereto, the lenders party [removed: thereto,] [added: thereto and] JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, [removed: and] [added: which amends] the [removed: joint book runners and arrangers] [added: Fifth Amended] and [removed: co-documentation agents named thereto] [added: Restated Credit Agreement, dated May 8, 2020] (incorporated herein [removed: by](https://www.sec.gov/Archives/edgar/data/1513761/000110465920059522/tm2018925d1_ex10-2.htm)] [added: by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on November 15, 2021 (File No. 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921138569/tm2132903d1_ex10-1.htm)] |

| [added: 3.2] | [added: ​] | [removed: [reference] [added: [Memorandum of Increase of Share Capital of Norwegian Cruise Line Holdings Ltd. (incorporated herein by reference] to Exhibit [removed: 10.2] [added: 3.1] to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on May [removed: 11, 2020] [added: 21, 2021] (File No. [removed: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000110465920059522/tm2018925d1_ex10-2.htm)] [added: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000155837021007639/nclh-20210520xex3d1.htm)] |

| [removed: 10.6] [added: 10.8] | | [Amendment [added: and Restatement] Agreement, dated [removed: January 29,] [added: as of February 17,] 2021, [removed: by and] among [added: Riviera New Build, LLC, as borrower,] NCL Corporation Ltd., as [removed: borrower, Voyager Vessel Company, LLC,] [added: guarantor, Oceania Cruises S. de R.L.,] as [removed: co-borrower, the subsidiary guarantors party thereto,] [added: charterer and shareholder, Norwegian Cruise Line Holdings Ltd.,] the lenders party thereto, [removed: JPMorgan Chase Bank, N.A., as administrative agent and collateral agent,] [added: Crédit Agricole Corporate] and [removed: the joint book runners] [added: Investment Bank] and [removed: arrangers] [added: Société Générale, as mandated lead arrangers,] and [removed: co-documentation agents named therein,] [added: the other parties thereto,] which amends [removed: the Fifth Amended] and [removed: Restated Credit] [added: restates the Loan] Agreement, [added: originally] dated [removed: May 8, 2020] [added: as of July 18, 2008] (incorporated herein by reference to Exhibit 10.3 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February [removed: 4,] [added: 23,] 2021 (File No. [removed: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000110465921012232/tm215013d1_ex10-3.htm)] [added: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-3.htm)] |

| [removed: 10.7] [added: 10.7] | [added: ​] | [removed: [Third] [added: [Fifth] Supplemental Agreement, dated [removed: February 18,] [added: December 23,] 2021, to Seahawk [removed: One] [added: Two] Credit Agreement, dated July 14, 2014, by and among Seahawk [removed: One,] [added: Two,] Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR [removed: Agent (incorporated herein by reference to Exhibit 10.14 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 23, 2021 (File No. 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-14.htm)] [added: Agent#†](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d7.htm)] |

| [removed: 10.8] [added: 10.6] | [removed: ​] | [Fourth Supplemental Agreement, dated [removed: February 18,] [added: December 23,] 2021, to Seahawk [removed: Two] [added: One] Credit Agreement, dated July 14, 2014, by and among Seahawk [removed: Two,] [added: One,] Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, the lenders party thereto and KfW IPEX-Bank GmbH, as facility agent, Hermes agent, bookrunner, initial mandated lead arranger, collateral agent and CIRR Agent [removed: (incorporated herein by reference to Exhibit 10.15 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 23, 2021 (File No. 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-15.htm)] [added: #†](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d6.htm)] |

| [removed: 10.9] [added: 10.10] | [added: ​] | [Amendment and Restatement Agreement, dated as of February 17, 2021, among [removed: Riviera] [added: Marina] New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S. de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank and Société Générale, as mandated lead arrangers, and the other parties thereto, which amends and restates the Loan Agreement, originally dated as of July 18, 2008 (incorporated herein by reference to Exhibit [removed: 10.3] [added: 10.4] to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 23, 2021 (File No. [removed: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-3.htm)] [added: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-4.htm)] |

| [removed: 10.10] [added: 10.12] | | [Amendment and Restatement Agreement, dated as of February 17, 2021, among [removed: Marina] [added: Explorer] New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, [removed: Oceania] [added: 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 arrangers, and the other parties thereto, which amends and restates the Loan Agreement, originally dated as of July [removed: 18, 2008] [added: 31, 2013] (incorporated herein by reference to Exhibit [removed: 10.4] [added: 10.1] to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 23, 2021 (File No. [removed: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-4.htm)] [added: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-1.htm)] |

| [removed: 10.11] [added: 10.14] | | [Amendment and Restatement Agreement, dated as of February 17, 2021, among Explorer [added: II] New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises S. de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale, HSBC Bank PLC, and KfW [removed: IPEX-Bank] [added: Ipex-Bank] GmbH, as joint mandated lead arrangers, and the other parties thereto, which amends and restates the Loan Agreement, originally dated as of [removed: July 31, 2013] [added: March 30, 2016] (incorporated herein by reference to Exhibit [removed: 10.1] [added: 10.2] to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 23, 2021 (File No. [removed: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-1.htm)] [added: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-2.htm)] |

| [removed: 10.12] [added: 10.13] | [added: ​] | [removed: [Amendment and Restatement] [added: [Supplemental] Agreement, dated as of [removed: February 17,] [added: December 23,] 2021, among Explorer [removed: II] New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises S. de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale, HSBC Bank PLC, and KfW [removed: Ipex-Bank] [added: IPEX-Bank] GmbH, as joint mandated lead arrangers, and the other parties thereto, which amends [removed: and restates] the [removed: Loan] [added: Amendment and Restatement] Agreement, [removed: originally] dated as of [removed: March 30, 2016 (incorporated herein by reference to Exhibit 10.2 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on] February [removed: 23, 2021 (File No. 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-2.htm)] [added: 17, 2021#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d13.htm)] |

| [removed: 10.13] [added: 10.16] | | [Amendment and Restatement Agreement, dated as of [removed: February] [added: June] 17, 2021, [added: but effective as of July 5, 2021,] among Leonardo One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., KfW IPEX-Bank GmbH, HSBC Bank PLC and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and the other parties thereto, which amends and restates the Loan Agreement, originally dated as of April 12, 2017 (incorporated herein by reference to Exhibit [removed: 10.5] [added: 10.1] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 8-K] [added: 10-Q] filed on [removed: February 23,] [added: August 9,] 2021 (File No. [removed: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-5.htm)] [added: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837021010944/nclh-20210630xex10d1.htm)] |

| [removed: 10.14] [added: 10.18] | | [Amendment and Restatement Agreement, dated as of [removed: February] [added: June] 17, 2021, [added: but effective as of July 5, 2021,] among Leonardo Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and the other parties thereto, which amends and restates the Loan Agreement, originally dated as of April 12, 2017 (incorporated herein by reference to Exhibit [removed: 10.6] [added: 10.2] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 8-K] [added: 10-Q] filed on [removed: February 23,] [added: August 9,] 2021 (File No. [removed: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-6.htm)] [added: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837021010944/nclh-20210630xex10d2.htm)] |

| [removed: 10.15] [added: 10.20] | | [Amendment and Restatement Agreement, dated as of [removed: February] [added: June] 17, 2021, [added: but effective as of July 6, 2021,] among Leonardo Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, HSBC Bank PLC, BNP Paribas Fortis S.A./N.V., KfW IPEX-Bank GmbH and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and the other parties thereto, which amends and restates the Loan Agreement, originally dated as of April 12, 2017 (incorporated herein by reference to Exhibit [removed: 10.7] [added: 10.3] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 8-K] [added: 10-Q] filed on [removed: February 23,] [added: August 9,] 2021 (File No. [removed: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-7.htm)] [added: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837021010944/nclh-20210630xex10d3.htm)] |

| [removed: 10.16] [added: 10.22] | | [Amendment and Restatement Agreement, dated as of [removed: February] [added: June] 17, 2021, [added: but effective as of July 6, 2021,] among Leonardo Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and the other parties thereto, which amends and restates the Loan Agreement, originally dated as of April 12, 2017 (incorporated herein by reference to Exhibit [removed: 10.8] [added: 10.4] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 8-K] [added: 10-Q] filed on [removed: February 23,] [added: August 9,] 2021 (File No. [removed: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-8.htm)] [added: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837021010944/nclh-20210630xex10d4.htm)] |

| [removed: 10.17] [added: 10.24] | | [Amendment and Restatement Agreement, dated as of [removed: February] [added: June] 17, 2021, [added: but effective as of July 5, 2021,] among Leonardo Five, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale, as joint mandated lead arrangers, and the other parties thereto, which amends and restates the Loan Agreement, originally dated as of December 19, 2018 (incorporated herein by reference to Exhibit [removed: 10.9] [added: 10.5] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 8-K] [added: 10-Q] filed on [removed: February 23,] [added: August 9,] 2021 (File No. [removed: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-9.htm)] [added: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837021010944/nclh-20210630xex10d5.htm)] |

| [removed: 10.18] [added: 10.26] | | [Amendment and Restatement Agreement, dated as of [removed: February] [added: June] 17, 2021, [added: but effective as of July 5, 2021,] among Leonardo Six, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale, as joint mandated lead arrangers, and the other parties thereto, which amends and restates the Loan Agreement, originally dated as of December 19, 2018 (incorporated herein by reference to Exhibit [removed: 10.10] [added: 10.6] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 8-K] [added: 10-Q] filed on [removed: February 23,] [added: August 9,] 2021 (File No. [removed: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-10.htm)] [added: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837021010944/nclh-20210630xex10d6.htm)] |

| [removed: 10.19] [added: 10.31] | [added: ​] | [removed: [Amendment and Restatement] [added: [Supplemental] Agreement, dated as of [removed: February 17,] [added: December 23,] 2021, among O Class Plus One, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S. de R.L., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale., as joint mandated lead arrangers, and the [removed: other](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-12.htm)] [added: other parties thereto, which amends the Amendment and Restatement Agreement, dated as of June 17, 2021#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d31.htm)] |

| [added: 10.37] | [added: ​] | [removed: [parties thereto, which amends] [added: [Amendment to Employment Agreement by] and [removed: restates the Loan Agreement, originally] [added: between NCL (Bahamas) Ltd. and T. Robin Lindsay,] dated as of [removed: December 19, 2018] [added: February 14, 2022] (incorporated herein by reference to Exhibit [removed: 10.12] [added: 10.1] to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February [removed: 23, 2021] [added: 18, 2022] (File No. [removed: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-12.htm)] [added: 001-35784))*](https://www.sec.gov/Archives/edgar/data/1513761/000155837022001437/nclh-20220214xex10d1.htm)] |

| [removed: 10.20] [added: 10.32] | | [Amendment and Restatement Agreement, dated as of [removed: February] [added: June] 17, 2021, [added: but effective as of July 5, 2021,] among O Class Plus Two, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S. de R.L., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale., as joint mandated lead arrangers, and the other parties thereto, which amends and restates the Loan Agreement, originally dated as of December 19, 2018 (incorporated herein by reference to Exhibit [removed: 10.13] [added: 10.9] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 8-K] [added: 10-Q] filed on [removed: February 23,] [added: August 9,] 2021 (File No. [removed: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-13.htm)] [added: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837021010944/nclh-20210630xex10d9.htm)] |

| [removed: 10.24] [added: 10.28] | [added: ​] | [Amendment and Restatement Agreement, dated as of [removed: February] [added: June] 17, 2021, [added: but effective as of July 5, 2021,] among Explorer III New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises S. de R.L., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale., as joint mandated lead arrangers, and the other parties thereto, which amends and restates the Loan Agreement, originally dated as of December 19, 2018 (incorporated herein by reference to Exhibit [removed: 10.11] [added: 10.7] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 8-K] [added: 10-Q] filed on [removed: February 23,] [added: August 9,] 2021 (File No. [removed: 001-35784))#†](https://www.sec.gov/Archives/edgar/data/1513761/000110465921026456/tm217244d1_ex10-11.htm)] [added: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837021010944/nclh-20210630xex10d7.htm)] |

| [removed: 10.25] [added: 10.34] | ​ | [removed: [$260 million Credit Agreement,] [added: [Commitment Letter,] dated [removed: May 15, 2019,] [added: as of November 1, 2021,] among NCL Corporation [removed: Ltd., as borrower, Bank of America, N.A., as administrative agent and collateral agent] [added: Ltd.] and the [removed: other lenders party thereto as joint bookrunners, arrangers, co-documentation agents and lenders] [added: purchasers named therein] (incorporated herein by reference to Exhibit [removed: 10.1] [added: 10.10] to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on [removed: August 8, 2019] [added: November 9, 2021] (File No. [removed: 001-35784))#](http://www.sec.gov/Archives/edgar/data/1513761/000155837019007736/nclh-20190630ex101d79f07.htm)] [added: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000155837021015236/nclh-20210930xex10d10.htm)] |

| [removed: 10.26] [added: 10.43] | ​ | [removed: [Amendment Agreement, dated as of May 1, 2020, among] [added: [Employment Agreement by and between] NCL Corporation [removed: Ltd., as borrower, Norwegian Jewel Limited, as subsidiary guarantor, the lenders party thereto] [added: Ltd.] and [removed: Bank of America, N.A., as administrative agent, which amends the Credit Agreement, dated as of May 15,] [added: Harry Sommer, entered into on January 10,] 2019 (incorporated herein by reference to Exhibit [removed: 10.3] [added: 10.2] to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 8-K] [added: 10-Q] filed on May [removed: 4, 2020] [added: 10, 2021] (File No. [removed: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000110465920055907/tm2018165d1_ex10-3.htm)] [added: 001-35784))*](https://www.sec.gov/Archives/edgar/data/1513761/000155837021006631/nclh-20210331xex10d2.htm)] |

| [added: 10.54] | | [removed: [herein] [added: [Form of Norwegian Cruise Line Holdings Ltd. Performance-based Restricted Share Unit Award Agreement (August 2017) (incorporated herein] by reference to Exhibit 10.2 to Norwegian Cruise Line Holdings Ltd.’s Form [removed: 8-K] [added: 10-Q] filed on [removed: February 4, 2021] [added: November 9, 2017] (File No. [removed: 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000110465921012232/tm215013d1_ex10-2.htm)] [added: 001-35784))*](http://www.sec.gov/Archives/edgar/data/1513761/000114420417057704/tv478195_ex10-2.htm)] |

| [removed: 10.28] [added: 10.40] | [removed: ​] | [removed: [Investment Agreement, dated May 5, 2020,] [added: [Employment Agreement] by and [removed: among Norwegian Cruise Line Holdings Ltd.,] [added: between] NCL [removed: Corporation] [added: (Bahamas)] Ltd. and [removed: LC9 Skipper, L.P.] [added: Frank J. Del Rio, entered into on October 1, 2020] (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on [removed: May 11,] [added: October 5,] 2020 (File No. [removed: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465920059522/tm2018925d1_ex10-1.htm)] [added: 001-35784))*](https://www.sec.gov/Archives/edgar/data/1513761/000155837020011374/nclh-20201001xex10d1.htm)] |

| [removed: 10.29] [added: 10.41] | [removed: ​] | [removed: [Investor Rights Agreement, dated May 28, 2020,] [added: [Employment Agreement] by and [removed: among Norwegian Cruise Line Holdings Ltd.,] [added: between] NCL [removed: Corporation] [added: (Bahamas)] Ltd. and [removed: LC9 Skipper, L.P.] [added: Mark Kempa, entered into on September 10, 2018] (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on [removed: May 28, 2020] [added: September 11, 2018] (File No. [removed: 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465920067100/tm2021181d1_ex10-1.htm)] [added: 001-35784))*](http://www.sec.gov/Archives/edgar/data/1513761/000114420418048925/tv502597_ex10-1.htm)] |

| [removed: 10.30] [added: 10.35] | | [Amended and Restated Regent Trademark License Agreement, dated February 21, 2011, by and between Regent Hospitality Worldwide, LLC and Seven Seas Cruises, S. DE R.L. (incorporated herein by reference to Exhibit 10.17 to Prestige Cruises International, Inc.’s Amendment No. 1 to Form S-1 filed on March 24, 2014 (File No. 333-193479))](http://www.sec.gov/Archives/edgar/data/1590641/000119312514112254/d619102dex1017.htm) |

| [removed: 10.31] [added: 10.36] | | [Employment Agreement by and between NCL (Bahamas) Ltd. and T. Robin Lindsay, entered into on October 18, 2015 (incorporated herein by reference to Exhibit 10.2 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on May 10, 2017 (File No. 001-35784))*](http://www.sec.gov/Archives/edgar/data/1513761/000157104917004802/t1701379_ex10-2.htm) |

| 4.8 | ​ | [Indenture, dated February 18, 2022, by and between NCL Corporation Ltd., as issuer, and U.S. Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent and registrar, with respect to 7.750% senior unsecured notes due 2029 (incorporated herein by reference to Exhibit 4.3 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 22, 2022 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465922025637/tm227155d1_ex4-3.htm) |

| 4.9 | ​ | [Indenture, dated February 15, 2022, by and among NCL Corporation Ltd., as issuer, Norwegian Cruise Line Holdings Ltd., as guarantor, and U.S. Bank Trust Company, National Association, as trustee, with respect to 2.50% exchangeable senior notes due 2027 (incorporated herein by reference to Exhibit 4.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 22, 2022 (File No. 001-35784))](https://www.sec.gov/Archives/edgar/data/1513761/000110465922025637/tm227155d1_ex4-1.htm) |

| 10.9 | | [Supplemental Agreement, dated as of December 23, 2021, among Riviera New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S. de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank and Société Générale, as mandated lead arrangers, and the other parties thereto, which amends the Amendment and Restatement Agreement, dated as of February 17, 2021#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d9.htm) |

| 10.11 | ​ | [Supplemental Agreement, dated as of December 23, 2021, among Marina New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S. de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank and Société Générale, as mandated lead arrangers, and the other parties thereto, which amends the Amendment and Restatement Agreement, dated as of February 17, 2021#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d11.htm) |

| 10.15 | ​ | [Supplemental Agreement, dated as of December 23, 2021, among Explorer II New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises S. de R.L., as charterer and shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, Société Générale, HSBC Bank PLC, and KfW Ipex-Bank GmbH, as joint mandated lead arrangers, and the other parties thereto, which amends the Amendment and Restatement Agreement, dated as of February 17, 2021#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d15.htm) |

| 10.17 | ​ | [Supplemental Agreement, dated as of December 23, 2021, among Leonardo One, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., KfW IPEX-Bank GmbH, HSBC Bank PLC and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and the other parties thereto, which amends the Amendment and Restatement Agreement, dated as of June 17, 2021#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d17.htm) |

| 10.19 | ​ | [Supplemental Agreement, dated as of December 23, 2021, among Leonardo Two, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and the other parties thereto, which amends the Amendment and Restatement Agreement, dated as of June 17, 2021#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d19.htm) |

| 10.21 | ​ | [Supplemental Agreement, dated as of December 23, 2021, among Leonardo Three, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, HSBC Bank PLC, BNP Paribas Fortis S.A./N.V., KfW IPEX-Bank GmbH and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and the other parties thereto, which amends the Amendment and Restatement Agreement, dated as of June 17, 2021#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d21.htm) |

| 10.23 | ​ | [Supplemental Agreement, dated as of December 23, 2021, among Leonardo Four, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, KfW IPEX-Bank GmbH, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC and Cassa Depositi e Prestiti S.P.A., as joint mandated lead arrangers, and the other parties thereto, which amends the Amendment and Restatement Agreement, dated as of June 17, 2021#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d23.htm) |

| 10.25 | ​ | [Supplemental Agreement, dated as of December 23, 2021, among Leonardo Five, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale, as joint mandated lead arrangers, and the other parties thereto, which amends the Amendment and Restatement Agreement, dated as of June 17, 2021#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d25.htm) |

| 10.27 | ​ | [Supplemental Agreement, dated as of December 23, 2021, among Leonardo Six, Ltd., as borrower, NCL Corporation Ltd., as guarantor, NCL International, Ltd., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale, as joint mandated lead arrangers, and the other parties thereto, which amends the Amendment and Restatement Agreement, dated as of June 17, 2021#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d27.htm) |

| 10.29 | ​ | [Supplemental Agreement, dated as of December 23, 2021, among Explorer III New Build, LLC, as borrower, NCL Corporation Ltd., as guarantor, Seven Seas Cruises S. de R.L., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale., as joint mandated lead arrangers, and the other parties thereto, which amends the Amendment and Restatement Agreement, dated as of June 17, 2021#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d29.htm) |

| 10.30 | | [Amendment and Restatement Agreement, dated as of June 17, 2021, but effective as of July 5, 2021, among O Class Plus One, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S. de R.L., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale., as joint mandated lead arrangers, and the other parties thereto, which amends and restates the Loan Agreement, originally dated as of December 19, 2018 (incorporated herein by reference to Exhibit 10.8 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on August 9, 2021 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000155837021010944/nclh-20210630xex10d8.htm) |

| 10.33 | ​ | [Supplemental Agreement, dated as of December 23, 2021, among O Class Plus Two, LLC, as borrower, NCL Corporation Ltd., as guarantor, Oceania Cruises S. de R.L., as shareholder, Norwegian Cruise Line Holdings Ltd., the lenders party thereto, Crédit Agricole Corporate and Investment Bank, BNP Paribas Fortis S.A./N.V., HSBC Bank PLC, KfW IPEX-Bank GmbH, Cassa Depositi e Prestiti S.P.A., Banco Santander, S.A. and Société Générale., as joint mandated lead arrangers, and the other parties thereto, which amends the Amendment and Restatement Agreement, dated as of June 17, 2021#](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d33.htm) |

| 10.48 | | [Directors’ Compensation Policy (effective January 1, 2022)*](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d48.htm) |

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| 10.60 | ​ | [Form of Restricted Cash Retention Agreement (2022)*](https://www.sec.gov/Archives/edgar/data/1513761/000155837022002516/nclh-20211231xex10d60.htm) |

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| 104 | ​ | The cover page from Norwegian Cruise Line Holdings Ltd.’s Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Inline XBRL and included in the interactive data files submitted as Exhibit 101. |

| | | |

| 10.21 | | [$230 million Credit Agreement, dated January 10, 2019, among NCL Corporation Ltd., as borrower, Nordea Bank ABP, New York Branch, 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 10.52 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2019 (File No. 001-35784))+](http://www.sec.gov/Archives/edgar/data/1513761/000114420419010508/tv513897_ex10-52.htm) |

| 10.22 | ​ | [Amendment Agreement, dated as of April 28, 2020, among NCL Corporation Ltd., as borrower, Pride of America Ship Holding, LLC, as subsidiary guarantor, Nordea Bank Abp, New York Branch, as administrative agent, and the other parties thereto, which supplements the Credit Agreement, dated as of January 10, 2019 (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on May 4, 2020 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000110465920055907/tm2018165d1_ex10-1.htm) |

| 10.23 | ​ | [Amendment Agreement, dated January 29, 2021, by and among NCL Corporation Ltd., as borrower, Pride of America Ship Holding, LLC, as subsidiary guarantor, Nordea Bank Abp, New York Branch, as administrative agent, and the other parties thereto, which amends the Credit Agreement, dated as of January 10, 2019 (incorporated herein by reference to Exhibit 10.1 to Norwegian Cruise Line Holdings Ltd.’s Form 8-K filed on February 4, 2021 (File No. 001-35784))#](https://www.sec.gov/Archives/edgar/data/1513761/000110465921012232/tm215013d1_ex10-1.htm) |

| 10.27 | ​ | [Amendment Agreement, dated January 29, 2021, by and among NCL Corporation Ltd., as borrower, Norwegian Jewel Limited, as subsidiary guarantor, the lenders party thereto and Bank of America, N.A., as administrative agent, which amends the Credit Agreement, dated as of May 15, 2019 (incorporated](https://www.sec.gov/Archives/edgar/data/1513761/000110465921012232/tm215013d1_ex10-2.htm) |

| 10.46 | | [Form of Norwegian Cruise Line Holdings Ltd. Time-based Restricted Share Unit Award Agreement (2017) (incorporated herein by reference to Exhibit 10.52 to Norwegian Cruise Line Holdings Ltd.’s Form 10-K filed on February 27, 2017 (File No. 001-35784))*](http://www.sec.gov/Archives/edgar/data/1513761/000157104917001650/t1700165_ex10-52.htm) |

| 10.48 | | [Form of Norwegian Cruise Line Holdings Ltd. Performance-based Restricted Share Unit Award Agreement (August 2017) (incorporated herein by reference to Exhibit 10.2 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on November 9, 2017 (File No. 001-35784))*](http://www.sec.gov/Archives/edgar/data/1513761/000114420417057704/tv478195_ex10-2.htm) |

| 10.51 | ​ | [Form of Base Salary Reduction Agreement Letter (incorporated herein by reference to Exhibit 10.2 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on May 15, 2020 (File No. 001-35784))*](https://www.sec.gov/Archives/edgar/data/1513761/000155837020006750/nclh-20200331xex10d2.htm) |

| 10.52 | ​ | [Form of Retention Bonus Letter Agreement (incorporated herein by reference to Exhibit 10.5 to Norwegian Cruise Line Holdings Ltd.’s Form 10-Q filed on November 9, 2020 (File No. 001-35784))*](https://www.sec.gov/Archives/edgar/data/1513761/000155837020013385/nclh-20200930xex10d5.htm) |

| 104 | ​ | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |

\+ Confidential treatment has been granted with respect to certain portions of this exhibit.

Omitted portions have been filed separately with the SEC.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in Miami, Florida, on [removed: February 26, 2021.][added: March 1, 2022.]

| | Title: | [removed: Director, President] [added: President] and Chief Executive Officer |

| /s/ Frank J. Del Rio | | Director, President and Chief Executive Officer | | [removed: February 26, 2021] [added: March 1, 2022] |

| /s/ Mark A. Kempa | | Executive Vice President and Chief Financial Officer | | [removed: February 26, 2021] [added: March 1, 2022] |

| /s/ Faye L. Ashby | | Senior Vice President and Chief Accounting Officer | | [removed: February 26, 2021] [added: March 1, 2022] |

| /s/ Adam M. Aron | | Director | | [removed: February 26, 2021] [added: March 1, 2022] |

| /s/ David M. Abrams | | Director | | [removed: February 26, 2021] [added: March 1, 2022] |

| /s/ Stella David | | Director | | [removed: February 26, 2021] [added: March 1, 2022] |

| /s/ Russell W. Galbut | | Director | | [removed: February 26, 2021] [added: March 1, 2022] |

| /s/ Mary E. Landry | | Director | | [removed: February 26, 2021] [added: March 1, 2022] |

| ​ | | Balance | | ​ | costs and | | ​ | [removed: Charged to] [added: other] | | ​ | ​ | ​ | ​ | Balance | |

| Description | ​ | [removed: 12/31/17] [added: 12/31/18] | | | expenses | | | other accounts | | ​ | Deductions (a) | | | [removed: 12/31/18] [added: 12/31/19] | |

| ​ | | ​ | ​ | | Charged to | | | [removed: ​] [added: Charged to] | [removed: ​] | | ​ | ​ | | ​ | ​ |

| Description | ​ | [removed: 12/31/18] [added: 12/31/19] | | | expenses | | | [removed: ​] [added: accounts (b)] | [removed: other accounts] | ​ | Deductions (a) | | | [removed: 12/31/19] [added: 12/31/20] | |

| Description | | [removed: 12/31/19] [added: 12/31/20] | | | expenses | | | accounts (b) | | ​ | Deductions (a) | | | [removed: 12/31/20] [added: 12/31/21] | |

| [Report of Independent Registered Public Accounting Firm](#ReportofIndependentRegisteredPublicAccou) [added: (PCAOB ID 238)] | F-1 |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#StatementsofOperations_691799)] [added: 2019](#StatementsofOperations_691799)] | [removed: F-5] [added: F-4] |

| [Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#StatementsofComprehensiveIncome_18317)] [added: 2019](#StatementsofComprehensiveIncome_18317)] | [removed: F-6] [added: F-5] |

| [Consolidated Balance Sheets as of December 31, [removed: 2020] [added: 2021] and [removed: 2019](#BalanceSheets_856648)] [added: 2020](#BalanceSheets_856648)] | [removed: F-7] [added: F-6] |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#StatementsofCashFlows_342525)] [added: 2019](#StatementsofCashFlows_342525)] | [removed: F-8] [added: F-7] |